x
|
QUARTERLY 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 - FINANCIAL INFORMATION
|
|
1.
|
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||
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||
|
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||
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||
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||
|
|
||
2.
|
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3.
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4.
|
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PART II - OTHER INFORMATION
|
|
1.
|
|
||
2.
|
|
||
6.
|
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||
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
SALES
|
|
$171,421
|
|
|
|
$151,657
|
|
|
|
$567,814
|
|
|
|
$407,764
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
116,624
|
|
|
116,044
|
|
|
362,790
|
|
|
326,966
|
|
||||
Selling and general expenses
|
10,607
|
|
|
10,689
|
|
|
31,638
|
|
|
34,315
|
|
||||
Other operating income, net (Note 15)
|
(5,499
|
)
|
|
(2,855
|
)
|
|
(20,867
|
)
|
|
(15,567
|
)
|
||||
|
121,732
|
|
|
123,878
|
|
|
373,561
|
|
|
345,714
|
|
||||
OPERATING INCOME
|
49,689
|
|
|
27,779
|
|
|
194,253
|
|
|
62,050
|
|
||||
Interest expense
|
(8,544
|
)
|
|
(7,581
|
)
|
|
(23,603
|
)
|
|
(24,608
|
)
|
||||
Interest income and miscellaneous income (expense), net
|
258
|
|
|
(1,558
|
)
|
|
(1,115
|
)
|
|
(4,250
|
)
|
||||
INCOME BEFORE INCOME TAXES
|
41,403
|
|
|
18,640
|
|
|
169,535
|
|
|
33,192
|
|
||||
Income tax (expense) benefit
|
(779
|
)
|
|
541
|
|
|
(2,274
|
)
|
|
1,309
|
|
||||
NET INCOME
|
40,624
|
|
|
19,181
|
|
|
167,261
|
|
|
34,501
|
|
||||
Less: Net income (loss) attributable to noncontrolling interest
|
1,269
|
|
|
(488
|
)
|
|
3,613
|
|
|
(1,379
|
)
|
||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
39,355
|
|
|
19,669
|
|
|
163,648
|
|
|
35,880
|
|
||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of income tax expense of $0, $429, $0 and $1,581
|
12,022
|
|
|
(13,370
|
)
|
|
28,046
|
|
|
(53,087
|
)
|
||||
Cash flow hedges, net of income tax benefit (expense) of $229, $185, $1,293 and $1,687
|
4,195
|
|
|
(14,120
|
)
|
|
(22,055
|
)
|
|
(17,983
|
)
|
||||
Actuarial change and amortization of pension and postretirement plans, net of income tax expense of $0, $66, $0 and $404
|
632
|
|
|
890
|
|
|
1,881
|
|
|
2,414
|
|
||||
Total other comprehensive income (loss)
|
16,849
|
|
|
(26,600
|
)
|
|
7,872
|
|
|
(68,656
|
)
|
||||
COMPREHENSIVE INCOME (LOSS)
|
57,473
|
|
|
(7,419
|
)
|
|
175,133
|
|
|
(34,155
|
)
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
3,649
|
|
|
(5,363
|
)
|
|
11,808
|
|
|
(18,884
|
)
|
||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.
|
|
$53,824
|
|
|
|
($2,056
|
)
|
|
|
$163,325
|
|
|
|
($15,271
|
)
|
EARNINGS PER COMMON SHARE (Note 11)
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to Rayonier Inc.
|
|
$0.32
|
|
|
|
$0.16
|
|
|
|
$1.34
|
|
|
|
$0.28
|
|
Diluted earnings per share attributable to Rayonier Inc.
|
|
$0.32
|
|
|
|
$0.16
|
|
|
|
$1.33
|
|
|
|
$0.28
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
|
$0.25
|
|
|
|
$0.25
|
|
|
|
$0.75
|
|
|
|
$0.75
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|||||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
|
$110,039
|
|
|
|
$51,777
|
|
Accounts receivable, less allowance for doubtful accounts of $35 and $42
|
24,731
|
|
|
20,222
|
|
||
Inventory (Note 16)
|
16,064
|
|
|
15,351
|
|
||
Prepaid expenses
|
12,564
|
|
|
12,654
|
|
||
Assets held for sale (Note 18)
|
47,361
|
|
|
—
|
|
||
Other current assets
|
3,369
|
|
|
5,681
|
|
||
Total current assets
|
214,128
|
|
|
105,685
|
|
||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
2,325,489
|
|
|
2,066,780
|
|
||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (NOTE 6)
|
70,324
|
|
|
65,450
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Land
|
1,832
|
|
|
1,833
|
|
||
Buildings
|
9,673
|
|
|
9,014
|
|
||
Machinery and equipment
|
3,469
|
|
|
3,686
|
|
||
Construction in progress
|
4,993
|
|
|
1,282
|
|
||
Total property, plant and equipment, gross
|
19,967
|
|
|
15,815
|
|
||
Less — accumulated depreciation
|
(8,891
|
)
|
|
(9,073
|
)
|
||
Total property, plant and equipment, net
|
11,076
|
|
|
6,742
|
|
||
OTHER ASSETS
|
50,381
|
|
|
71,281
|
|
||
TOTAL ASSETS
|
|
$2,671,398
|
|
|
|
$2,315,938
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
|
$23,735
|
|
|
|
$21,479
|
|
Current maturities of long-term debt
|
31,752
|
|
|
—
|
|
||
Accrued taxes
|
6,892
|
|
|
3,685
|
|
||
Accrued payroll and benefits
|
6,224
|
|
|
7,037
|
|
||
Accrued interest
|
8,313
|
|
|
6,153
|
|
||
Other current liabilities
|
23,227
|
|
|
21,103
|
|
||
Total current liabilities
|
100,143
|
|
|
59,457
|
|
||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS
|
1,033,288
|
|
|
830,554
|
|
||
PENSION AND OTHER POSTRETIREMENT BENEFITS (Note 14)
|
34,702
|
|
|
34,137
|
|
||
OTHER NON-CURRENT LIABILITIES
|
54,684
|
|
|
30,050
|
|
||
COMMITMENTS AND CONTINGENCIES (Notes 7 and 9)
|
|
|
|
||||
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Common Shares, 480,000,000 shares authorized, 122,876,035 and 122,770,217 shares issued and outstanding
|
707,977
|
|
|
708,827
|
|
||
Retained earnings
|
683,596
|
|
|
612,760
|
|
||
Accumulated other comprehensive loss
|
(30,388
|
)
|
|
(33,503
|
)
|
||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,361,185
|
|
|
1,288,084
|
|
||
Noncontrolling interest
|
87,396
|
|
|
73,656
|
|
||
TOTAL SHAREHOLDERS’ EQUITY
|
1,448,581
|
|
|
1,361,740
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$2,671,398
|
|
|
|
$2,315,938
|
|
|
Common Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Non-controlling Interest
|
|
Shareholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2014
|
126,773,097
|
|
|
|
$702,598
|
|
|
|
$790,697
|
|
|
|
($4,825
|
)
|
|
|
$86,681
|
|
|
|
$1,575,151
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
46,165
|
|
|
—
|
|
|
(2,224
|
)
|
|
43,941
|
|
|||||
Dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
(124,943
|
)
|
|
—
|
|
|
—
|
|
|
(124,943
|
)
|
|||||
Issuance of shares under incentive stock plans
|
205,219
|
|
|
2,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,117
|
|
|||||
Stock-based compensation
|
—
|
|
|
4,484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,484
|
|
|||||
Tax deficiency on stock-based compensation
|
—
|
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|||||
Repurchase of common shares
|
(4,208,099
|
)
|
|
(122
|
)
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
(100,122
|
)
|
|||||
Net gain from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
2,933
|
|
|
—
|
|
|
2,933
|
|
|||||
Adjustments to Rayonier Advanced Materials
|
—
|
|
|
—
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,567
|
)
|
|
(10,884
|
)
|
|
(32,451
|
)
|
|||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,044
|
)
|
|
83
|
|
|
(9,961
|
)
|
|||||
Balance, December 31, 2015
|
122,770,217
|
|
|
|
$708,827
|
|
|
|
$612,760
|
|
|
|
($33,503
|
)
|
|
|
$73,656
|
|
|
|
$1,361,740
|
|
Net income
|
—
|
|
|
—
|
|
|
163,648
|
|
|
—
|
|
|
3,613
|
|
|
167,261
|
|
|||||
Dividends ($0.75 per share)
|
—
|
|
|
—
|
|
|
(92,122
|
)
|
|
—
|
|
|
—
|
|
|
(92,122
|
)
|
|||||
Issuance of shares under incentive stock plans
|
149,666
|
|
|
889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
889
|
|
|||||
Stock-based compensation
|
—
|
|
|
3,894
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,894
|
|
|||||
Repurchase of common shares
|
(43,848
|
)
|
|
(139
|
)
|
|
(690
|
)
|
|
—
|
|
|
—
|
|
|
(829
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
1,881
|
|
|
—
|
|
|
1,881
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
20,527
|
|
|
7,519
|
|
|
28,046
|
|
|||||
Cash flow hedges
|
—
|
|
|
|
|
|
—
|
|
|
(22,731
|
)
|
|
676
|
|
|
(22,055
|
)
|
|||||
Recapitalization of New Zealand Joint Venture
|
—
|
|
|
(5,398
|
)
|
|
—
|
|
|
3,438
|
|
|
1,960
|
|
|
—
|
|
|||||
Recapitalization costs
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(124
|
)
|
|||||
Balance, September 30, 2016
|
122,876,035
|
|
|
|
$707,977
|
|
|
|
$683,596
|
|
|
|
($30,388
|
)
|
|
|
$87,396
|
|
|
|
$1,448,581
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
|
$167,261
|
|
|
|
$34,501
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
83,685
|
|
|
85,784
|
|
||
Non-cash cost of land and improved development
|
10,111
|
|
|
9,532
|
|
||
Stock-based incentive compensation expense
|
3,894
|
|
|
3,522
|
|
||
Deferred income taxes
|
4,472
|
|
|
(4,745
|
)
|
||
Non-cash adjustments to unrecognized tax benefit liability
|
—
|
|
|
135
|
|
||
Amortization of losses from pension and postretirement plans
|
1,881
|
|
|
2,818
|
|
||
Gain on sale of large disposition of timberlands
|
(101,325
|
)
|
|
—
|
|
||
Other
|
(251
|
)
|
|
2,336
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
(3,897
|
)
|
|
1,895
|
|
||
Inventories
|
(4,591
|
)
|
|
(9,403
|
)
|
||
Accounts payable
|
583
|
|
|
1,854
|
|
||
Income tax receivable/payable
|
(47
|
)
|
|
(947
|
)
|
||
All other operating activities
|
2,132
|
|
|
16,121
|
|
||
CASH PROVIDED BY OPERATING ACTIVITIES
|
163,908
|
|
|
143,403
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(40,246
|
)
|
|
(37,211
|
)
|
||
Real estate development investments
|
(4,815
|
)
|
|
(2,029
|
)
|
||
Purchase of timberlands
|
(353,828
|
)
|
|
(88,466
|
)
|
||
Assets purchased in business acquisition
|
(1,113
|
)
|
|
—
|
|
||
Net proceeds from large disposition of timberlands
|
126,965
|
|
|
—
|
|
||
Rayonier office building under construction
|
(3,933
|
)
|
|
(369
|
)
|
||
Change in restricted cash
|
22,430
|
|
|
(17,835
|
)
|
||
Other
|
444
|
|
|
3,039
|
|
||
CASH USED FOR INVESTING ACTIVITIES
|
(254,096
|
)
|
|
(142,871
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Issuance of debt
|
694,096
|
|
|
379,027
|
|
||
Repayment of debt
|
(454,419
|
)
|
|
(300,871
|
)
|
||
Dividends paid
|
(92,095
|
)
|
|
(94,280
|
)
|
||
Proceeds from the issuance of common shares
|
889
|
|
|
1,322
|
|
||
Repurchase of common shares made under share repurchase program
|
(690
|
)
|
|
(73,621
|
)
|
||
Debt issuance costs
|
(818
|
)
|
|
(1,678
|
)
|
||
Other
|
(139
|
)
|
|
—
|
|
||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
146,824
|
|
|
(90,101
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
1,626
|
|
|
(6,234
|
)
|
||
CASH AND CASH EQUIVALENTS
|
|
|
|
||||
Change in cash and cash equivalents
|
58,262
|
|
|
(95,803
|
)
|
||
Balance, beginning of year
|
51,777
|
|
|
161,558
|
|
||
Balance, end of period
|
|
$110,039
|
|
|
|
$65,755
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period:
|
|
|
|
||||
Interest (a)
|
|
$23,540
|
|
|
|
$21,944
|
|
Income taxes
|
495
|
|
|
421
|
|
||
Non-cash investing activity:
|
|
|
|
||||
Capital assets purchased on account
|
4,376
|
|
|
1,945
|
|
|
|
|
|
|
(a)
|
Interest paid is presented net of patronage payments received of
$0.4 million
and
$1.3 million
for the nine months ended September 30, 2016 and September 30, 2015, respectively. For additional information on patronage payments, see Note 5
—
Debt in the 2015 Form 10-K.
|
1.
|
BASIS OF PRESENTATION
|
2.
|
TIMBERLAND ACQUISITION
|
|
May 10, 2016
|
||
Timber and timberlands (a)
|
|
$263,073
|
|
Property, plant and equipment
|
1,554
|
|
|
Other current and non-current assets
|
280
|
|
|
Total identifiable assets acquired
|
264,907
|
|
|
Other current and non-current liabilities
|
1,503
|
|
|
Total liabilities assumed
|
1,503
|
|
|
Net identifiable assets (purchase price)
|
|
$263,404
|
|
|
|
|
|
|
(a)
|
Timber and timberlands include
$0.8 million
of seeds and seedlings.
|
3.
|
JOINT VENTURE INVESTMENT
|
4.
|
SEGMENT AND GEOGRAPHICAL INFORMATION
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
SALES
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Southern Timber
|
|
$27,826
|
|
|
|
$34,797
|
|
|
|
$102,205
|
|
|
|
$103,009
|
|
Pacific Northwest Timber
|
16,139
|
|
|
21,549
|
|
|
52,316
|
|
|
57,805
|
|
||||
New Zealand Timber
|
42,179
|
|
|
41,065
|
|
|
125,951
|
|
|
121,482
|
|
||||
Real Estate (a)
|
60,626
|
|
|
35,232
|
|
|
211,296
|
|
|
65,968
|
|
||||
Trading
|
24,651
|
|
|
19,014
|
|
|
76,046
|
|
|
59,500
|
|
||||
Total
|
|
$171,421
|
|
|
|
$151,657
|
|
|
|
$567,814
|
|
|
|
$407,764
|
|
|
|
|
|
|
(a)
|
The
nine
months ended
September 30, 2016
include
$129.5 million
from the Washington disposition.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
OPERATING INCOME (LOSS)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Southern Timber
|
|
$8,183
|
|
|
|
$10,504
|
|
|
|
$34,976
|
|
|
|
$34,694
|
|
Pacific Northwest Timber
|
(3,293
|
)
|
|
3,081
|
|
|
(874
|
)
|
|
7,356
|
|
||||
New Zealand Timber
|
6,613
|
|
|
(915
|
)
|
|
21,385
|
|
|
3,834
|
|
||||
Real Estate (a)
|
43,078
|
|
|
20,001
|
|
|
152,997
|
|
|
34,004
|
|
||||
Trading
|
481
|
|
|
428
|
|
|
1,456
|
|
|
614
|
|
||||
Corporate and other
|
(5,373
|
)
|
|
(5,320
|
)
|
|
(15,687
|
)
|
|
(18,452
|
)
|
||||
Total Operating Income
|
49,689
|
|
|
27,779
|
|
|
194,253
|
|
|
62,050
|
|
||||
Unallocated interest expense and other
|
(8,286
|
)
|
|
(9,139
|
)
|
|
(24,718
|
)
|
|
(28,858
|
)
|
||||
Total Income before Income Taxes
|
|
$41,403
|
|
|
|
$18,640
|
|
|
|
$169,535
|
|
|
|
$33,192
|
|
|
|
|
|
|
(a)
|
The
nine
months ended
September 30, 2016
include
$101.3 million
from the Washington disposition.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
DEPRECIATION, DEPLETION AND
AMORTIZATION |
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Southern Timber
|
|
$9,988
|
|
|
|
$14,404
|
|
|
|
$37,102
|
|
|
|
$41,356
|
|
Pacific Northwest Timber
|
6,668
|
|
|
4,189
|
|
|
14,978
|
|
|
10,920
|
|
||||
New Zealand Timber
|
5,956
|
|
|
7,021
|
|
|
17,252
|
|
|
22,207
|
|
||||
Real Estate (a)
|
9,260
|
|
|
6,269
|
|
|
35,988
|
|
|
11,087
|
|
||||
Trading
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Corporate and other
|
106
|
|
|
75
|
|
|
298
|
|
|
214
|
|
||||
Total
|
|
$31,978
|
|
|
|
$31,958
|
|
|
|
$105,618
|
|
|
|
$85,784
|
|
|
|
|
|
|
(a)
|
The
nine
months ended
September 30, 2016
include
$21.9 million
from the Washington disposition.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
NON-CASH COST OF LAND AND IMPROVED DEVELOPMENT
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Southern Timber
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pacific Northwest Timber
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
New Zealand Timber
|
—
|
|
|
—
|
|
|
1,824
|
|
|
—
|
|
||||
Real Estate (a)
|
4,336
|
|
|
4,594
|
|
|
10,092
|
|
|
9,532
|
|
||||
Trading
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$4,336
|
|
|
|
$4,594
|
|
|
|
$11,916
|
|
|
|
$9,532
|
|
|
|
|
|
|
(a)
|
The
nine
months ended
September 30, 2016
include
$1.8 million
from the Washington disposition.
|
5.
|
DEBT
|
|
September 30, 2016
|
||
Senior Notes due 2022 at a fixed interest rate of 3.75%
|
|
$325,000
|
|
Term Credit Agreement borrowings due 2024 at a variable interest rate of 2.1% at September 30, 2016
|
350,000
|
|
|
Incremental Term Loan Agreement borrowings due 2026 at a variable interest rate of 2.4% at September 30, 2016
|
300,000
|
|
|
Mortgage notes due 2017 at fixed interest rates of 4.35%
|
31,752
|
|
|
Revolving Credit Facility borrowings due 2020 at a variable interest rate of 1.8% at September 30, 2016
|
25,000
|
|
|
Solid waste bond due 2020 at a variable interest rate of 2.1% at September 30, 2016
|
15,000
|
|
|
New Zealand JV noncontrolling interest shareholder loan at 0% interest rate
|
22,022
|
|
|
Total debt
|
1,068,774
|
|
|
Less: Current maturities of long-term debt
|
(31,752
|
)
|
|
Less: Deferred financing costs
|
(3,734
|
)
|
|
Long-term debt, net of deferred financing costs
|
|
$1,033,288
|
|
2016
|
—
|
|
|
2017 (a)
|
31,500
|
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
2020
|
40,000
|
|
|
Thereafter
|
997,022
|
|
|
Total Debt
|
|
$1,068,522
|
|
|
|
|
|
|
(a)
|
The mortgage notes due in 2017 were recorded at a premium of
$0.3 million
as of
September 30, 2016
. Upon maturity the liability will be
$31.5 million
.
|
6.
|
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
|
Higher and Better Use Timberlands and Real Estate Development Investments
|
||||||||||
|
Land and Timber
|
|
Development Investments
|
|
Total
|
||||||
Non-current portion at December 31, 2015
|
|
$57,897
|
|
|
|
$7,553
|
|
|
|
$65,450
|
|
Plus: Current portion (a)
|
6,019
|
|
|
6,233
|
|
|
12,252
|
|
|||
Total Balance at December 31, 2015
|
63,916
|
|
|
13,786
|
|
|
77,702
|
|
|||
Non-cash cost of land and improved development
|
(1,612
|
)
|
|
(151
|
)
|
|
(1,763
|
)
|
|||
Timber depletion from harvesting activities and basis of timber sold in real estate sales
|
(1,123
|
)
|
|
—
|
|
|
(1,123
|
)
|
|||
Capitalized real estate development investments (b)
|
—
|
|
|
4,815
|
|
|
4,815
|
|
|||
Capital expenditures (silviculture)
|
153
|
|
|
—
|
|
|
153
|
|
|||
Intersegment transfers
|
4
|
|
|
—
|
|
|
4
|
|
|||
Total Balance at September 30, 2016
|
61,338
|
|
|
18,450
|
|
|
79,788
|
|
|||
Less: Current portion (a)
|
(3,930
|
)
|
|
(5,534
|
)
|
|
(9,464
|
)
|
|||
Non-current portion at September 30, 2016
|
|
$57,408
|
|
|
|
$12,916
|
|
|
|
$70,324
|
|
|
|
|
|
|
(a)
|
The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See
Note 16
—
Inventory
for additional information.
|
(b)
|
Capitalized real estate development investments includes
$0.1 million
of capitalized interest.
|
7.
|
COMMITMENTS
|
|
Operating
Leases
|
|
Timberland
Leases (a)
|
|
Commitments (b)
|
|
Total
|
||||||||
Remaining 2016
|
|
$518
|
|
|
|
$3,838
|
|
|
|
$5,120
|
|
|
|
$9,476
|
|
2017
|
1,657
|
|
|
10,594
|
|
|
13,786
|
|
|
26,037
|
|
||||
2018
|
902
|
|
|
9,443
|
|
|
9,193
|
|
|
19,538
|
|
||||
2019
|
725
|
|
|
8,966
|
|
|
9,193
|
|
|
18,884
|
|
||||
2020
|
605
|
|
|
8,553
|
|
|
9,193
|
|
|
18,351
|
|
||||
Thereafter (c)
|
1,770
|
|
|
163,003
|
|
|
37,393
|
|
|
202,166
|
|
||||
|
|
$6,177
|
|
|
|
$204,397
|
|
|
|
$83,878
|
|
|
|
$294,452
|
|
|
|
|
|
|
(a)
|
The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.
|
(b)
|
Commitments include payments expected to be made on derivative financial instruments (foreign exchange contracts and interest rate swaps), standby letters of credit fees for industrial revenue bonds and construction of the Company’s office building.
|
(c)
|
Includes
20 years
of future minimum payments for perpetual Crown Forest Licenses (“CFL”). A CFL consists of a license to use public or government owned land to operate a commercial forest. The CFL's extend indefinitely and may only be terminated upon a
35
-year termination notice from the government. If no termination notice is given, the CFLs renew automatically each year for a
one
-year term. As of
September 30, 2016
, the New Zealand JV has
four
CFL’s under termination notice, terminating in 2034,
two
in 2044 and 2049 as well as
two
fixed-term CFL’s expiring in 2062. The annual license fee is determined based on current market rental value, with triennial rent reviews.
|
8.
|
INCOME TAXES
|
|
Three Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Income tax expense at federal statutory rate
|
|
$14,491
|
|
|
35.0
|
%
|
|
|
$6,524
|
|
|
35.0
|
%
|
U.S. and foreign REIT income & U.S. TRS taxable losses
|
(11,487
|
)
|
|
(27.7
|
)
|
|
(9,259
|
)
|
|
(49.6
|
)
|
||
Foreign TRS operations
|
(312
|
)
|
|
(0.8
|
)
|
|
(1,466
|
)
|
|
(7.9
|
)
|
||
U.S. net deferred tax asset valuation allowance
|
(1,741
|
)
|
|
(4.2
|
)
|
|
2,742
|
|
|
14.7
|
|
||
Other
|
(70
|
)
|
|
(0.2
|
)
|
|
90
|
|
|
0.5
|
|
||
Income tax expense (benefit) before discrete items
|
|
$881
|
|
|
2.1
|
%
|
|
|
($1,369
|
)
|
|
(7.3
|
)%
|
CBPC
(a)
valuation allowance
|
—
|
|
|
—
|
|
|
997
|
|
|
5.3
|
|
||
Return-to-accrual adjustments
|
(171
|
)
|
|
(0.4
|
)
|
|
(169
|
)
|
|
(0.9
|
)
|
||
Other
|
69
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||
Income tax expense (benefit) as reported
|
|
$779
|
|
|
1.9
|
%
|
|
|
($541
|
)
|
|
(2.9
|
)%
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Income tax expense at federal statutory rate
|
|
$59,337
|
|
|
35.0
|
%
|
|
|
$11,617
|
|
|
35.0
|
%
|
U.S. and foreign REIT income & U.S. TRS taxable losses
|
(55,801
|
)
|
|
(32.9
|
)
|
|
(16,260
|
)
|
|
(48.9
|
)
|
||
Foreign TRS operations
|
(626
|
)
|
|
(0.4
|
)
|
|
(3,029
|
)
|
|
(9.1
|
)
|
||
U.S. net deferred tax asset valuation allowance
|
2,654
|
|
|
1.6
|
|
|
5,360
|
|
|
16.1
|
|
||
Other
|
137
|
|
|
0.1
|
|
|
175
|
|
|
0.5
|
|
||
Income tax expense (benefit) before discrete items
|
|
$5,701
|
|
|
3.4
|
%
|
|
|
($2,137
|
)
|
|
(6.4
|
)%
|
CBPC
(a)
valuation allowance
|
—
|
|
|
—
|
|
|
997
|
|
|
3.0
|
|
||
Tax benefit recognized related to changes in the New Zealand JV deferred tax inventory
|
(1,833
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
||
Purchase accounting deferred tax benefit
|
(1,423
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
||
Return-to-accrual adjustments
|
(171
|
)
|
|
(0.1
|
)
|
|
(169
|
)
|
|
(0.5
|
)
|
||
Income tax expense (benefit) as reported
|
|
$2,274
|
|
|
1.3
|
%
|
|
|
($1,309
|
)
|
|
(3.9
|
)%
|
|
|
|
|
|
9.
|
CONTINGENCIES
|
•
|
Sating v. Rayonier Inc. et al
, Civil Action No. 3:14-cv-01395; filed November 12, 2014 in the United States District Court for the Middle District of Florida;
|
•
|
Keasler v. Rayonier Inc. et al
, Civil Action No. 3:14-cv-01398, filed November 13, 2014 in the United States District Court for the Middle District of Florida;
|
•
|
Lake Worth Firefighters’ Pension Trust Fund v. Rayonier Inc. et al
, Civil Action No. 3:14-cv-01403, filed November 13, 2014 in the United States District Court for the Middle District of Florida;
|
•
|
Christie v. Rayonier Inc. et al
, Civil Action No. 3:14-cv-01429, filed November 21, 2014 in the United States District Court for the Middle District of Florida; and
|
•
|
Brown v. Rayonier Inc. et al
, Civil Action No. 1:14-cv-08986, initially filed in the United States District Court for the Southern District of New York and later transferred to the United States District Court for the Middle District of Florida and assigned as Civil Action No. 3:14-cv-01474.
|
10.
|
GUARANTEES
|
Financial Commitments
|
|
Maximum Potential
Payment
|
|
Carrying Amount
of Associated Liability
|
||||
Standby letters of credit (a)
|
|
|
$20,642
|
|
|
|
$15,000
|
|
Guarantees (b)
|
|
2,254
|
|
|
43
|
|
||
Surety bonds (c)
|
|
771
|
|
|
—
|
|
||
Total financial commitments
|
|
|
$23,667
|
|
|
|
$15,043
|
|
|
|
|
|
|
(a)
|
Approximately
$15 million
of the standby letters of credit serve as credit support for industrial revenue bonds. Approximately
$3.8 million
of the standby letters of credit serve as credit support for infrastructure at the Company’s Wildlight development project. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation. These letters of credit will expire at
various dates during 2016 and 2017
and will be renewed as required.
|
(b)
|
In conjunction with a timberland sale and note monetization in 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
September 30, 2016
, the Company has a
de minimis 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. Rayonier has also obtained performance bonds to secure the development activity at the Company’s Wildlight development project. These surety bonds expire at
various dates during 2017
and are expected to be renewed as required.
|
11.
|
EARNINGS PER COMMON SHARE
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net Income
|
|
$40,624
|
|
|
|
$19,181
|
|
|
|
$167,261
|
|
|
|
$34,501
|
|
Less: Net income (loss) attributable to noncontrolling interest
|
1,269
|
|
|
(488
|
)
|
|
3,613
|
|
|
(1,379
|
)
|
||||
Net income attributable to Rayonier Inc.
|
|
$39,355
|
|
|
|
$19,669
|
|
|
|
$163,648
|
|
|
|
$35,880
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used for determining basic earnings per common share
|
122,597,927
|
|
|
125,143,706
|
|
|
122,574,094
|
|
|
126,125,802
|
|
||||
Dilutive effect of:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
113,849
|
|
|
91,495
|
|
|
88,594
|
|
|
129,906
|
|
||||
Performance and restricted shares
|
170,857
|
|
|
31,051
|
|
|
120,212
|
|
|
37,064
|
|
||||
Assumed conversion of Senior Exchangeable Notes (a)
|
—
|
|
|
39,720
|
|
|
—
|
|
|
477,931
|
|
||||
Shares used for determining diluted earnings per common share
|
122,882,633
|
|
|
125,305,972
|
|
|
122,782,900
|
|
|
126,770,703
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share attributable to Rayonier Inc.:
|
|
$0.32
|
|
|
|
$0.16
|
|
|
|
$1.34
|
|
|
|
$0.28
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share attributable to Rayonier Inc.:
|
|
$0.32
|
|
|
|
$0.16
|
|
|
|
$1.33
|
|
|
|
$0.28
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Anti-dilutive shares excluded from the computations of diluted earnings per share:
|
|
|
|
|
|
|
|
||||
Stock options, performance and restricted shares
|
745,878
|
|
|
994,549
|
|
|
863,244
|
|
|
906,582
|
|
Assumed conversion of exchangeable note hedges (a)
|
—
|
|
|
39,720
|
|
|
—
|
|
|
477,931
|
|
Total
|
745,878
|
|
|
1,034,269
|
|
|
863,244
|
|
|
1,384,513
|
|
|
|
|
|
|
12.
|
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
|
|
|
|
Three Months Ended
September 30, |
||||||
|
Income Statement Location
|
|
2016
|
|
2015
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
Other comprehensive income (loss)
|
|
|
$259
|
|
|
|
($289
|
)
|
Foreign currency option contracts
|
Other comprehensive income (loss)
|
|
635
|
|
|
(788
|
)
|
||
Interest rate swaps
|
Other comprehensive income (loss)
|
|
3,529
|
|
|
(13,644
|
)
|
||
|
|
|
|
|
|
||||
Derivatives designated as a net investment hedge:
|
|
|
|
|
|
||||
Foreign currency exchange contract
|
Other comprehensive income (loss)
|
|
—
|
|
|
1,151
|
|
||
Foreign currency option contracts
|
Other comprehensive income (loss)
|
|
—
|
|
|
2,084
|
|
||
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||
Foreign currency option contracts
|
Other operating income, net
|
|
—
|
|
|
847
|
|
||
Interest rate swaps
|
Interest income and miscellaneous income (expense), net
|
|
—
|
|
|
(1,650
|
)
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
Income Statement Location
|
|
2016
|
|
2015
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
Other comprehensive income (loss)
|
|
|
$2,075
|
|
|
|
($2,597
|
)
|
Foreign currency option contracts
|
Other comprehensive income (loss)
|
|
2,564
|
|
|
(4,127
|
)
|
||
Interest rate swaps
|
Other comprehensive income (loss)
|
|
(25,459
|
)
|
|
(13,644
|
)
|
||
|
|
|
|
|
|
||||
Derivatives designated as a net investment hedge:
|
|
|
|
|
|
||||
Foreign currency exchange contract
|
Other comprehensive income (loss)
|
|
(4,606
|
)
|
|
4,258
|
|
||
Foreign currency option contracts
|
Other comprehensive (loss) income
|
|
—
|
|
|
2,084
|
|
||
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||
Foreign currency exchange contracts
|
Other operating income, net
|
|
895
|
|
|
—
|
|
||
Foreign currency option contracts
|
Other operating income, net
|
|
258
|
|
|
1,394
|
|
||
Interest rate swaps
|
Interest income and miscellaneous income (expense), net
|
|
(1,219
|
)
|
|
4,923
|
|
|
Notional Amount
|
||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$25,390
|
|
|
|
$21,250
|
|
Foreign currency option contracts
|
70,500
|
|
|
107,200
|
|
||
Interest rate swaps
|
650,000
|
|
|
350,000
|
|
||
|
|
|
|
||||
Derivatives designated as net investment hedges:
|
|
|
|
||||
Foreign currency option contracts
|
—
|
|
|
331,588
|
|
||
|
|
|
|
||||
Derivative not designated as a hedging instrument:
|
|
|
|
||||
Interest rate swaps
|
—
|
|
|
130,169
|
|
|
|
|
|
|
(a)
|
See
Note 13
—
Fair Value Measurements
for further information on the fair value of the Company’s derivatives including their classification within the fair value hierarchy.
|
13.
|
FAIR VALUE MEASUREMENTS
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||
Asset (Liability) (a)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
|
|
Level 1
|
|
Level 2
|
||||||||||
Cash and cash equivalents
|
|
$110,039
|
|
|
|
$110,039
|
|
|
—
|
|
|
|
$51,777
|
|
|
|
$51,777
|
|
|
—
|
|
Restricted cash (b)
|
1,095
|
|
|
1,095
|
|
|
—
|
|
|
23,525
|
|
|
23,525
|
|
|
—
|
|
||||
Current maturities of long-term debt
|
(31,752
|
)
|
|
—
|
|
|
(32,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Long-term debt (c)
|
(1,033,288
|
)
|
|
—
|
|
|
(1,049,210
|
)
|
|
(830,554
|
)
|
|
—
|
|
|
(830,203
|
)
|
||||
Interest rate swaps (d)
|
(35,655
|
)
|
|
—
|
|
|
(35,655
|
)
|
|
(18,244
|
)
|
|
—
|
|
|
(18,244
|
)
|
||||
Foreign currency exchange contracts (d)
|
973
|
|
|
—
|
|
|
973
|
|
|
(1,625
|
)
|
|
—
|
|
|
(1,625
|
)
|
||||
Foreign currency option contracts (d)
|
1,920
|
|
|
—
|
|
|
1,920
|
|
|
3,964
|
|
|
—
|
|
|
3,964
|
|
|
|
|
|
|
(a)
|
The Company did not have Level 3 assets or liabilities at
September 30, 2016
.
|
(b)
|
Restricted cash is recorded in “Other Assets” and represents the proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow for a real estate sale. See
Note 17
—
Restricted Deposits
for additional information regarding restricted cash.
|
(c)
|
The carrying amount of long-term debt is presented net of capitalized debt costs on non-revolving debt. See
Note 1
—
Basis of Presentation
for additional information.
|
(d)
|
See
Note 12
—
Derivative Financial Instruments and Hedging Activities
for information regarding the Balance Sheet classification of the Company’s derivative financial instruments.
|
14.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$327
|
|
|
|
$371
|
|
|
|
$2
|
|
|
|
$3
|
|
Interest cost
|
869
|
|
|
830
|
|
|
12
|
|
|
13
|
|
||||
Expected return on plan assets
|
(1,008
|
)
|
|
(1,007
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Amortization of losses
|
632
|
|
|
950
|
|
|
—
|
|
|
3
|
|
||||
Net periodic benefit cost
|
|
$820
|
|
|
|
$1,147
|
|
|
|
$14
|
|
|
|
$19
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
Nine Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$980
|
|
|
|
$1,113
|
|
|
|
$5
|
|
|
|
$8
|
|
Interest cost
|
2,606
|
|
|
2,489
|
|
|
36
|
|
|
39
|
|
||||
Expected return on plan assets
|
(3,023
|
)
|
|
(3,020
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
Amortization of losses (gains)
|
1,893
|
|
|
2,799
|
|
|
(12
|
)
|
|
9
|
|
||||
Net periodic benefit cost
|
|
$2,456
|
|
|
|
$3,391
|
|
|
|
$29
|
|
|
|
$56
|
|
|
|
|
|
|
|
|
|
15.
|
OTHER OPERATING INCOME, NET
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Lease income, primarily from hunting leases
|
|
$3,769
|
|
|
|
$4,349
|
|
|
|
$13,991
|
|
|
|
$14,348
|
|
Other non-timber income
|
666
|
|
|
581
|
|
|
1,721
|
|
|
2,634
|
|
||||
Foreign currency income (loss)
|
533
|
|
|
(149
|
)
|
|
34
|
|
|
67
|
|
||||
Gain on sale or disposal of property and equipment
|
58
|
|
|
4
|
|
|
81
|
|
|
6
|
|
||||
Loss on foreign currency exchange and option contracts
|
(333
|
)
|
|
(2,297
|
)
|
|
(1,406
|
)
|
|
(3,290
|
)
|
||||
Deferred payment related to a prior land sale
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
||||
Costs related to acquisition
|
(91
|
)
|
|
—
|
|
|
(1,306
|
)
|
|
—
|
|
||||
Gain on foreign currency derivatives (a)
|
—
|
|
|
—
|
|
|
1,153
|
|
|
—
|
|
||||
Gain on sale of carbon credits
|
359
|
|
|
—
|
|
|
1,113
|
|
|
352
|
|
||||
Miscellaneous income, net
|
538
|
|
|
367
|
|
|
1,486
|
|
|
1,450
|
|
||||
Total
|
|
$5,499
|
|
|
|
$2,855
|
|
|
|
$20,867
|
|
|
|
$15,567
|
|
|
|
|
|
|
(a)
|
The Company used foreign exchange derivatives to mitigate the risk of fluctuations in foreign exchange rates while awaiting the capital contribution to the New Zealand JV.
|
16.
|
INVENTORY
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Finished goods inventory
|
|
|
|
||||
Real estate inventory (a)
|
|
$9,464
|
|
|
|
$12,252
|
|
Log inventory
|
6,600
|
|
|
3,099
|
|
||
Total inventory
|
|
$16,064
|
|
|
|
$15,351
|
|
|
|
|
|
|
(a)
|
Represents cost of HBU real estate (including capitalized development investments) expected to be sold within 12
|
17.
|
RESTRICTED DEPOSITS
|
18.
|
ASSETS HELD FOR SALE
|
19.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
|
|
Foreign currency translation gains/ (losses)
|
|
Net investment hedges of New Zealand JV
|
|
Cash flow hedges
|
|
Employee benefit plans
|
|
Total
|
||||||||||
Balance as of December 31, 2014
|
|
$25,533
|
|
|
|
($145
|
)
|
|
|
($1,548
|
)
|
|
|
($28,665
|
)
|
|
|
($4,825
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(27,983
|
)
|
|
6,416
|
|
|
(14,444
|
)
|
(a)
|
(354
|
)
|
|
(36,365
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
4,400
|
|
|
3,287
|
|
(b)
|
7,687
|
|
|||||
Net other comprehensive income/(loss)
|
(27,983
|
)
|
|
6,416
|
|
|
(10,044
|
)
|
|
2,933
|
|
|
(28,678
|
)
|
|||||
Balance as of December 31, 2015
|
|
($2,450
|
)
|
|
|
$6,271
|
|
|
|
($11,592
|
)
|
|
|
($25,732
|
)
|
|
|
($33,503
|
)
|
Other comprehensive income/(loss) before reclassifications
|
25,133
|
|
|
—
|
|
|
(22,954
|
)
|
(c)
|
—
|
|
|
2,179
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(4,606
|
)
|
|
223
|
|
|
1,881
|
|
(b)
|
(2,502
|
)
|
|||||
Net other comprehensive income/(loss)
|
25,133
|
|
|
(4,606
|
)
|
|
(22,731
|
)
|
|
1,881
|
|
|
(323
|
)
|
|||||
Recapitalization of New Zealand JV
|
3,622
|
|
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
3,438
|
|
|||||
Balance as of September 30, 2016
|
|
$26,305
|
|
|
|
$1,665
|
|
|
|
($34,507
|
)
|
|
|
($23,851
|
)
|
|
|
($30,388
|
)
|
|
|
|
|
|
(a)
|
Includes
$10.2 million
of other comprehensive loss related to interest rate swaps entered into in the third quarter 2015. See
Note 12
—
Derivative Financial Instruments and Hedging Activities
for additional information.
|
(b)
|
This component of other comprehensive income is included in the computation of net periodic pension cost. See
Note 14
—
Employee Benefit Plans
for additional information.
|
(c)
|
Includes
$25.5 million
of other comprehensive loss related to interest rate swaps. See
Note 12
—
Derivative Financial Instruments and Hedging Activities
for additional information.
|
Details about accumulated other comprehensive income components
|
|
Amount reclassified from accumulated other comprehensive income
|
|
Affected line item in the income statement
|
||||||
|
|
September 30,
2016
|
|
September 30,
2015
|
|
|
||||
Realized loss on foreign currency exchange contracts
|
|
|
$43
|
|
|
|
$3,928
|
|
|
Other operating income, net
|
Realized loss on foreign currency option contracts
|
|
502
|
|
|
3,149
|
|
|
Other operating income, net
|
||
Noncontrolling interest
|
|
(235
|
)
|
|
(2,477
|
)
|
|
Comprehensive income (loss) attributable to noncontrolling interest
|
||
Income tax benefit on loss from foreign currency contracts
|
|
(87
|
)
|
|
(1,288
|
)
|
|
Income tax (expense) benefit
|
||
Net loss from accumulated other comprehensive income
|
|
|
$223
|
|
|
|
$3,312
|
|
|
|
20.
|
CONSOLIDATING FINANCIAL STATEMENTS
|
|
CONDENSED CONSOLIDATING STATEMENTS OF (LOSS) INCOME
AND COMPREHENSIVE (LOSS) INCOME
|
||||||||||||||||||
|
For the Three Months Ended September 30, 2016
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$171,421
|
|
|
—
|
|
|
|
$171,421
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
116,624
|
|
|
—
|
|
|
116,624
|
|
|||||
Selling and general expenses
|
—
|
|
|
5,904
|
|
|
4,703
|
|
|
—
|
|
|
10,607
|
|
|||||
Other operating expense (income), net
|
—
|
|
|
190
|
|
|
(5,689
|
)
|
|
—
|
|
|
(5,499
|
)
|
|||||
|
—
|
|
|
6,094
|
|
|
115,638
|
|
|
—
|
|
|
121,732
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(6,094
|
)
|
|
55,783
|
|
|
—
|
|
|
49,689
|
|
|||||
Interest expense
|
(3,139
|
)
|
|
(5,150
|
)
|
|
(255
|
)
|
|
—
|
|
|
(8,544
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
2,199
|
|
|
694
|
|
|
(2,635
|
)
|
|
—
|
|
|
258
|
|
|||||
Equity in income from subsidiaries
|
40,295
|
|
|
50,315
|
|
|
—
|
|
|
(90,610
|
)
|
|
—
|
|
|||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
39,355
|
|
|
39,765
|
|
|
52,893
|
|
|
(90,610
|
)
|
|
41,403
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
530
|
|
|
(1,309
|
)
|
|
—
|
|
|
(779
|
)
|
|||||
NET INCOME
|
39,355
|
|
|
40,295
|
|
|
51,584
|
|
|
(90,610
|
)
|
|
40,624
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,269
|
|
|
—
|
|
|
1,269
|
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
39,355
|
|
|
40,295
|
|
|
50,315
|
|
|
(90,610
|
)
|
|
39,355
|
|
|||||
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment, net of income tax
|
9,793
|
|
|
—
|
|
|
12,020
|
|
|
(9,791
|
)
|
|
12,022
|
|
|||||
Cash flow hedges, net of income tax
|
4,044
|
|
|
3,530
|
|
|
665
|
|
|
(4,044
|
)
|
|
4,195
|
|
|||||
Actuarial change and amortization of pension and postretirement plans, net of income tax
|
632
|
|
|
632
|
|
|
—
|
|
|
(632
|
)
|
|
632
|
|
|||||
Total other comprehensive income
|
14,469
|
|
|
4,162
|
|
|
12,685
|
|
|
(14,467
|
)
|
|
16,849
|
|
|||||
COMPREHENSIVE INCOME
|
53,824
|
|
|
44,457
|
|
|
64,269
|
|
|
(105,077
|
)
|
|
57,473
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
3,649
|
|
|
—
|
|
|
3,649
|
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$53,824
|
|
|
|
$44,457
|
|
|
|
$60,620
|
|
|
|
($105,077
|
)
|
|
|
$53,824
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF (LOSS) INCOME
AND COMPREHENSIVE (LOSS) INCOME
|
||||||||||||||||||
|
For the Three Months Ended September 30, 2015
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$151,657
|
|
|
—
|
|
|
|
$151,657
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
116,044
|
|
|
—
|
|
|
116,044
|
|
|||||
Selling and general expenses
|
—
|
|
|
4,412
|
|
|
6,277
|
|
|
—
|
|
|
10,689
|
|
|||||
Other operating income, net
|
—
|
|
|
16
|
|
|
(2,871
|
)
|
|
—
|
|
|
(2,855
|
)
|
|||||
|
—
|
|
|
4,428
|
|
|
119,450
|
|
|
—
|
|
|
123,878
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(4,428
|
)
|
|
32,207
|
|
|
—
|
|
|
27,779
|
|
|||||
Interest expense
|
(3,227
|
)
|
|
(2,240
|
)
|
|
(2,114
|
)
|
|
—
|
|
|
(7,581
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
1,980
|
|
|
583
|
|
|
(4,121
|
)
|
|
—
|
|
|
(1,558
|
)
|
|||||
Equity in income from subsidiaries
|
20,916
|
|
|
26,647
|
|
|
—
|
|
|
(47,563
|
)
|
|
—
|
|
|||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
19,669
|
|
|
20,562
|
|
|
25,972
|
|
|
(47,563
|
)
|
|
18,640
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
354
|
|
|
187
|
|
|
—
|
|
|
541
|
|
|||||
NET INCOME
|
19,669
|
|
|
20,916
|
|
|
26,159
|
|
|
(47,563
|
)
|
|
19,181
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(488
|
)
|
|
—
|
|
|
(488
|
)
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
19,669
|
|
|
20,916
|
|
|
26,647
|
|
|
(47,563
|
)
|
|
19,669
|
|
|||||
OTHER COMPREHENSIVE (LOSS) INCOME
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment, net of income tax
|
(8,662
|
)
|
|
(8,662
|
)
|
|
(13,370
|
)
|
|
17,324
|
|
|
(13,370
|
)
|
|||||
Cash flow hedges, net of income tax
|
(13,954
|
)
|
|
(13,954
|
)
|
|
(14,120
|
)
|
|
27,908
|
|
|
(14,120
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plans, net of income tax
|
890
|
|
|
890
|
|
|
117
|
|
|
(1,007
|
)
|
|
890
|
|
|||||
Total other comprehensive loss
|
(21,726
|
)
|
|
(21,726
|
)
|
|
(27,373
|
)
|
|
44,225
|
|
|
(26,600
|
)
|
|||||
COMPREHENSIVE LOSS
|
(2,057
|
)
|
|
(810
|
)
|
|
(1,214
|
)
|
|
(3,338
|
)
|
|
(7,419
|
)
|
|||||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(5,363
|
)
|
|
—
|
|
|
(5,363
|
)
|
|||||
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
($2,057
|
)
|
|
|
($810
|
)
|
|
|
$4,149
|
|
|
|
($3,338
|
)
|
|
|
($2,056
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF (LOSS) INCOME
AND COMPREHENSIVE (LOSS) INCOME
|
||||||||||||||||||
|
For the Nine Months Ended September 30, 2016
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$567,814
|
|
|
—
|
|
|
|
$567,814
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
362,790
|
|
|
—
|
|
|
362,790
|
|
|||||
Selling and general expenses
|
—
|
|
|
11,485
|
|
|
20,153
|
|
|
—
|
|
|
31,638
|
|
|||||
Other operating expense (income), net
|
—
|
|
|
378
|
|
|
(21,245
|
)
|
|
—
|
|
|
(20,867
|
)
|
|||||
|
—
|
|
|
11,863
|
|
|
361,698
|
|
|
—
|
|
|
373,561
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(11,863
|
)
|
|
206,116
|
|
|
—
|
|
|
194,253
|
|
|||||
Interest expense
|
(9,417
|
)
|
|
(11,678
|
)
|
|
(2,508
|
)
|
|
—
|
|
|
(23,603
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
6,346
|
|
|
2,059
|
|
|
(9,520
|
)
|
|
—
|
|
|
(1,115
|
)
|
|||||
Equity in income from subsidiaries
|
166,719
|
|
|
188,588
|
|
|
—
|
|
|
(355,307
|
)
|
|
—
|
|
|||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
163,648
|
|
|
167,106
|
|
|
194,088
|
|
|
(355,307
|
)
|
|
169,535
|
|
|||||
Income tax expense
|
—
|
|
|
(387
|
)
|
|
(1,887
|
)
|
|
—
|
|
|
(2,274
|
)
|
|||||
NET INCOME
|
163,648
|
|
|
166,719
|
|
|
192,201
|
|
|
(355,307
|
)
|
|
167,261
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
3,613
|
|
|
—
|
|
|
3,613
|
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
163,648
|
|
|
166,719
|
|
|
188,588
|
|
|
(355,307
|
)
|
|
163,648
|
|
|||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment, net of income tax
|
20,529
|
|
|
(4,607
|
)
|
|
32,653
|
|
|
(20,529
|
)
|
|
28,046
|
|
|||||
Cash flow hedges, net of income tax
|
(22,733
|
)
|
|
(25,458
|
)
|
|
3,403
|
|
|
22,733
|
|
|
(22,055
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plans, net of income tax
|
1,881
|
|
|
1,881
|
|
|
—
|
|
|
(1,881
|
)
|
|
1,881
|
|
|||||
Total other comprehensive (loss) income
|
(323
|
)
|
|
(28,184
|
)
|
|
36,056
|
|
|
323
|
|
|
7,872
|
|
|||||
COMPREHENSIVE INCOME
|
163,325
|
|
|
138,535
|
|
|
228,257
|
|
|
(354,984
|
)
|
|
175,133
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
11,808
|
|
|
—
|
|
|
11,808
|
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$163,325
|
|
|
|
$138,535
|
|
|
|
$216,449
|
|
|
|
($354,984
|
)
|
|
|
$163,325
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF (LOSS) INCOME
AND COMPREHENSIVE (LOSS) INCOME
|
||||||||||||||||||
|
For the Nine Months Ended September 30, 2015
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$407,764
|
|
|
—
|
|
|
|
$407,764
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
326,966
|
|
|
—
|
|
|
326,966
|
|
|||||
Selling and general expenses
|
—
|
|
|
15,691
|
|
|
18,624
|
|
|
—
|
|
|
34,315
|
|
|||||
Other operating (income) expense, net
|
—
|
|
|
(445
|
)
|
|
(15,122
|
)
|
|
—
|
|
|
(15,567
|
)
|
|||||
|
—
|
|
|
15,246
|
|
|
330,468
|
|
|
—
|
|
|
345,714
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(15,246
|
)
|
|
77,296
|
|
|
—
|
|
|
62,050
|
|
|||||
Interest expense
|
(9,564
|
)
|
|
(7,304
|
)
|
|
(7,740
|
)
|
|
—
|
|
|
(24,608
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
5,787
|
|
|
1,956
|
|
|
(11,993
|
)
|
|
—
|
|
|
(4,250
|
)
|
|||||
Equity in income from subsidiaries
|
39,657
|
|
|
58,010
|
|
|
—
|
|
|
(97,667
|
)
|
|
—
|
|
|||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
35,880
|
|
|
37,416
|
|
|
57,563
|
|
|
(97,667
|
)
|
|
33,192
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
2,241
|
|
|
(932
|
)
|
|
—
|
|
|
1,309
|
|
|||||
NET INCOME
|
35,880
|
|
|
39,657
|
|
|
56,631
|
|
|
(97,667
|
)
|
|
34,501
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,379
|
)
|
|
—
|
|
|
(1,379
|
)
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
35,880
|
|
|
39,657
|
|
|
58,010
|
|
|
(97,667
|
)
|
|
35,880
|
|
|||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment, net of income tax
|
(37,100
|
)
|
|
(37,100
|
)
|
|
(53,088
|
)
|
|
74,201
|
|
|
(53,087
|
)
|
|||||
Cash flow hedges, net of income tax
|
(16,465
|
)
|
|
(16,465
|
)
|
|
(17,983
|
)
|
|
32,930
|
|
|
(17,983
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plans, net of income tax
|
2,414
|
|
|
2,414
|
|
|
132
|
|
|
(2,546
|
)
|
|
2,414
|
|
|||||
Total other comprehensive (loss) income
|
(51,151
|
)
|
|
(51,151
|
)
|
|
(70,939
|
)
|
|
104,585
|
|
|
(68,656
|
)
|
|||||
COMPREHENSIVE (LOSS) INCOME
|
(15,271
|
)
|
|
(11,494
|
)
|
|
(14,308
|
)
|
|
6,918
|
|
|
(34,155
|
)
|
|||||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(18,884
|
)
|
|
—
|
|
|
(18,884
|
)
|
|||||
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
($15,271
|
)
|
|
|
($11,494
|
)
|
|
|
$4,576
|
|
|
|
$6,918
|
|
|
|
($15,271
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
||||||||||||||||||
|
As of September 30, 2016
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$59,966
|
|
|
|
$5,320
|
|
|
|
$44,753
|
|
|
—
|
|
|
|
$110,039
|
|
|
Accounts receivable, less allowance for doubtful accounts
|
—
|
|
|
2,050
|
|
|
22,681
|
|
|
—
|
|
|
24,731
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
16,064
|
|
|
—
|
|
|
16,064
|
|
|||||
Prepaid expenses
|
—
|
|
|
985
|
|
|
11,579
|
|
|
—
|
|
|
12,564
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
47,361
|
|
|
—
|
|
|
47,361
|
|
|||||
Other current assets
|
—
|
|
|
242
|
|
|
3,127
|
|
|
—
|
|
|
3,369
|
|
|||||
Total current assets
|
59,966
|
|
|
8,597
|
|
|
145,565
|
|
|
—
|
|
|
214,128
|
|
|||||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
—
|
|
|
—
|
|
|
2,325,489
|
|
|
—
|
|
|
2,325,489
|
|
|||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
—
|
|
|
—
|
|
|
70,324
|
|
|
—
|
|
|
70,324
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
213
|
|
|
10,863
|
|
|
—
|
|
|
11,076
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,339,173
|
|
|
2,644,299
|
|
|
—
|
|
|
(3,983,472
|
)
|
|
—
|
|
|||||
INTERCOMPANY RECEIVABLE
|
23,396
|
|
|
(606,285
|
)
|
|
582,889
|
|
|
—
|
|
|
—
|
|
|||||
OTHER ASSETS
|
3
|
|
|
21,937
|
|
|
28,441
|
|
|
—
|
|
|
50,381
|
|
|||||
TOTAL ASSETS
|
|
$1,422,538
|
|
|
|
$2,068,761
|
|
|
|
$3,163,571
|
|
|
|
($3,983,472
|
)
|
|
|
$2,671,398
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
—
|
|
|
|
$2,106
|
|
|
|
$21,629
|
|
|
—
|
|
|
|
$23,735
|
|
||
Current maturities of long-term debt
|
31,752
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,752
|
|
|||||
Accrued taxes
|
—
|
|
|
(149
|
)
|
|
7,041
|
|
|
—
|
|
|
6,892
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
3,115
|
|
|
3,109
|
|
|
—
|
|
|
6,224
|
|
|||||
Accrued interest
|
6,094
|
|
|
1,960
|
|
|
259
|
|
|
—
|
|
|
8,313
|
|
|||||
Other current liabilities
|
—
|
|
|
372
|
|
|
22,855
|
|
|
—
|
|
|
23,227
|
|
|||||
Total current liabilities
|
37,846
|
|
|
7,404
|
|
|
54,893
|
|
|
—
|
|
|
100,143
|
|
|||||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS
|
291,222
|
|
|
663,292
|
|
|
78,774
|
|
|
—
|
|
|
1,033,288
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
35,386
|
|
|
(684
|
)
|
|
—
|
|
|
34,702
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
42,466
|
|
|
12,218
|
|
|
—
|
|
|
54,684
|
|
|||||
INTERCOMPANY PAYABLE
|
(267,715
|
)
|
|
(18,960
|
)
|
|
286,675
|
|
|
—
|
|
|
—
|
|
|||||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,361,185
|
|
|
1,339,173
|
|
|
2,644,299
|
|
|
(3,983,472
|
)
|
|
1,361,185
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
87,396
|
|
|
—
|
|
|
87,396
|
|
|||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,361,185
|
|
|
1,339,173
|
|
|
2,731,695
|
|
|
(3,983,472
|
)
|
|
1,448,581
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$1,422,538
|
|
|
|
$2,068,761
|
|
|
|
$3,163,571
|
|
|
|
($3,983,472
|
)
|
|
|
$2,671,398
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
||||||||||||||||||
|
As of December 31, 2015
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$2,472
|
|
|
|
$13,217
|
|
|
|
$36,088
|
|
|
—
|
|
|
|
$51,777
|
|
|
Accounts receivable, less allowance for doubtful accounts
|
—
|
|
|
1,870
|
|
|
18,352
|
|
|
—
|
|
|
20,222
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
15,351
|
|
|
—
|
|
|
15,351
|
|
|||||
Prepaid expenses
|
—
|
|
|
443
|
|
|
12,211
|
|
|
—
|
|
|
12,654
|
|
|||||
Other current assets
|
—
|
|
|
4,876
|
|
|
805
|
|
|
—
|
|
|
5,681
|
|
|||||
Total current assets
|
2,472
|
|
|
20,406
|
|
|
82,807
|
|
|
—
|
|
|
105,685
|
|
|||||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
—
|
|
|
—
|
|
|
2,066,780
|
|
|
—
|
|
|
2,066,780
|
|
|||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
—
|
|
|
—
|
|
|
65,450
|
|
|
—
|
|
|
65,450
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
330
|
|
|
6,412
|
|
|
—
|
|
|
6,742
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,321,681
|
|
|
2,212,405
|
|
|
—
|
|
|
(3,534,086
|
)
|
|
—
|
|
|||||
INTERCOMPANY RECEIVABLE
|
34,567
|
|
|
(610,450
|
)
|
|
575,883
|
|
|
—
|
|
|
—
|
|
|||||
OTHER ASSETS
|
3
|
|
|
18,718
|
|
|
52,560
|
|
|
—
|
|
|
71,281
|
|
|||||
TOTAL ASSETS
|
|
$1,358,723
|
|
|
|
$1,641,409
|
|
|
|
$2,849,892
|
|
|
|
($3,534,086
|
)
|
|
|
$2,315,938
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
609
|
|
|
|
$1,463
|
|
|
|
$19,407
|
|
|
—
|
|
|
|
$21,479
|
|
||
Accrued taxes
|
—
|
|
|
(10
|
)
|
|
3,695
|
|
|
—
|
|
|
3,685
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
3,594
|
|
|
3,443
|
|
|
—
|
|
|
7,037
|
|
|||||
Accrued interest
|
3,047
|
|
|
666
|
|
|
2,440
|
|
|
—
|
|
|
6,153
|
|
|||||
Other current liabilities
|
—
|
|
|
262
|
|
|
20,841
|
|
|
—
|
|
|
21,103
|
|
|||||
Total current liabilities
|
3,656
|
|
|
5,975
|
|
|
49,826
|
|
|
—
|
|
|
59,457
|
|
|||||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS
|
322,697
|
|
|
280,978
|
|
|
226,879
|
|
|
—
|
|
|
830,554
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
34,822
|
|
|
(685
|
)
|
|
—
|
|
|
34,137
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
16,914
|
|
|
13,136
|
|
|
—
|
|
|
30,050
|
|
|||||
INTERCOMPANY PAYABLE
|
(255,714
|
)
|
|
(18,961
|
)
|
|
274,675
|
|
|
—
|
|
|
—
|
|
|||||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,288,084
|
|
|
1,321,681
|
|
|
2,212,405
|
|
|
(3,534,086
|
)
|
|
1,288,084
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
73,656
|
|
|
—
|
|
|
73,656
|
|
|||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,288,084
|
|
|
1,321,681
|
|
|
2,286,061
|
|
|
(3,534,086
|
)
|
|
1,361,740
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$1,358,723
|
|
|
|
$1,641,409
|
|
|
|
$2,849,892
|
|
|
|
($3,534,086
|
)
|
|
|
$2,315,938
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
|||||||||||||||||
|
For the Nine Months Ended September 30, 2016
|
|||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
|||||||||
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
|
|
($578
|
)
|
|
|
$26,589
|
|
|
|
$137,897
|
|
|
—
|
|
|
|
$163,908
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(40,246
|
)
|
|
—
|
|
|
(40,246
|
)
|
||||
Real estate development investments
|
—
|
|
|
—
|
|
|
(4,815
|
)
|
|
—
|
|
|
(4,815
|
)
|
||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(353,828
|
)
|
|
—
|
|
|
(353,828
|
)
|
||||
Assets purchased in business acquisition
|
—
|
|
|
—
|
|
|
(1,113
|
)
|
|
—
|
|
|
(1,113
|
)
|
||||
Net proceeds from large disposition
|
—
|
|
|
—
|
|
|
126,965
|
|
|
—
|
|
|
126,965
|
|
||||
Rayonier office building under construction
|
—
|
|
|
—
|
|
|
(3,933
|
)
|
|
—
|
|
|
(3,933
|
)
|
||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
22,430
|
|
|
—
|
|
|
22,430
|
|
||||
Investment in subsidiaries
|
—
|
|
|
(285,937
|
)
|
|
—
|
|
|
285,937
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
444
|
|
|
—
|
|
|
444
|
|
||||
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES
|
—
|
|
|
(285,937
|
)
|
|
(254,096
|
)
|
|
285,937
|
|
|
(254,096
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Issuance of debt
|
—
|
|
|
548,000
|
|
|
146,096
|
|
|
—
|
|
|
694,096
|
|
||||
Repayment of debt
|
—
|
|
|
(140,000
|
)
|
|
(314,419
|
)
|
|
—
|
|
|
(454,419
|
)
|
||||
Dividends paid
|
(92,095
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92,095
|
)
|
||||
Proceeds from the issuance of common shares
|
889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
889
|
|
||||
Repurchase of common shares
|
(690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(690
|
)
|
||||
Debt issuance costs
|
—
|
|
|
(818
|
)
|
|
—
|
|
|
—
|
|
|
(818
|
)
|
||||
Issuance of intercompany notes
|
(12,000
|
)
|
|
—
|
|
|
12,000
|
|
|
—
|
|
|
—
|
|
||||
Intercompany distributions
|
162,107
|
|
|
(155,731
|
)
|
|
279,561
|
|
|
(285,937
|
)
|
|
—
|
|
||||
Other
|
(139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
||||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
58,072
|
|
|
251,451
|
|
|
123,238
|
|
|
(285,937
|
)
|
|
146,824
|
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
1,626
|
|
|
—
|
|
|
1,626
|
|
||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash and cash equivalents
|
57,494
|
|
|
(7,897
|
)
|
|
8,665
|
|
|
—
|
|
|
58,262
|
|
||||
Balance, beginning of year
|
2,472
|
|
|
13,217
|
|
|
36,088
|
|
|
—
|
|
|
51,777
|
|
||||
Balance, end of period
|
|
$59,966
|
|
|
|
$5,320
|
|
|
|
$44,753
|
|
|
—
|
|
|
|
$110,039
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
||||||||||||||||||
|
For the Nine Months Ended September 30, 2015
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
|
$77,316
|
|
|
|
$92,414
|
|
|
|
$64,901
|
|
|
|
($91,228
|
)
|
|
|
$143,403
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(78
|
)
|
|
(37,133
|
)
|
|
—
|
|
|
(37,211
|
)
|
|||||
Real estate development investments
|
—
|
|
|
—
|
|
|
(2,029
|
)
|
|
—
|
|
|
(2,029
|
)
|
|||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(88,466
|
)
|
|
—
|
|
|
(88,466
|
)
|
|||||
Rayonier office building under construction
|
—
|
|
|
—
|
|
|
(369
|
)
|
|
—
|
|
|
(369
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(17,835
|
)
|
|
—
|
|
|
(17,835
|
)
|
|||||
Investment in subsidiaries
|
—
|
|
|
(75,946
|
)
|
|
—
|
|
|
75,946
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
3,039
|
|
|
—
|
|
|
3,039
|
|
|||||
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES
|
—
|
|
|
(76,024
|
)
|
|
(142,793
|
)
|
|
75,946
|
|
|
(142,871
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of debt
|
—
|
|
|
374,000
|
|
|
5,027
|
|
|
—
|
|
|
379,027
|
|
|||||
Repayment of debt
|
—
|
|
|
(294,472
|
)
|
|
(6,399
|
)
|
|
—
|
|
|
(300,871
|
)
|
|||||
Dividends paid
|
(94,280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,280
|
)
|
|||||
Proceeds from the issuance of common shares
|
1,322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,322
|
|
|||||
Repurchase of common shares
|
(73,621
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73,621
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(1,678
|
)
|
|
—
|
|
|
—
|
|
|
(1,678
|
)
|
|||||
Intercompany distributions
|
—
|
|
|
(91,585
|
)
|
|
76,303
|
|
|
15,282
|
|
|
—
|
|
|||||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(166,579
|
)
|
|
(13,735
|
)
|
|
74,931
|
|
|
15,282
|
|
|
(90,101
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(6,234
|
)
|
|
—
|
|
|
(6,234
|
)
|
|||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in cash and cash equivalents
|
(89,263
|
)
|
|
2,655
|
|
|
(9,195
|
)
|
|
—
|
|
|
(95,803
|
)
|
|||||
Balance, beginning of year
|
102,218
|
|
|
8,105
|
|
|
51,235
|
|
|
—
|
|
|
161,558
|
|
|||||
Balance, end of period
|
|
$12,955
|
|
|
|
$10,760
|
|
|
|
$42,040
|
|
|
—
|
|
|
|
$65,755
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(acres in 000s)
|
As of September 30, 2016
|
|
As of December 31, 2015
|
||||||||||||||
|
Owned
|
|
Leased
|
|
Total
|
|
Owned
|
|
Leased
|
|
Total
|
||||||
Southern
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alabama
|
300
|
|
|
24
|
|
|
324
|
|
|
302
|
|
|
24
|
|
|
326
|
|
Arkansas
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
15
|
|
Florida
|
282
|
|
|
92
|
|
|
374
|
|
|
275
|
|
|
93
|
|
|
368
|
|
Georgia
|
547
|
|
|
109
|
|
|
656
|
|
|
571
|
|
|
109
|
|
|
680
|
|
Louisiana
|
145
|
|
|
1
|
|
|
146
|
|
|
149
|
|
|
1
|
|
|
150
|
|
Mississippi
|
89
|
|
|
—
|
|
|
89
|
|
|
91
|
|
|
—
|
|
|
91
|
|
Oklahoma
|
92
|
|
|
—
|
|
|
92
|
|
|
92
|
|
|
—
|
|
|
92
|
|
Tennessee
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Texas
|
188
|
|
|
—
|
|
|
188
|
|
|
153
|
|
|
—
|
|
|
153
|
|
|
1,644
|
|
|
241
|
|
|
1,885
|
|
|
1,634
|
|
|
242
|
|
|
1,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pacific Northwest
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oregon
|
62
|
|
|
—
|
|
|
62
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Washington
|
316
|
|
|
1
|
|
|
317
|
|
|
366
|
|
|
1
|
|
|
367
|
|
|
378
|
|
|
1
|
|
|
379
|
|
|
372
|
|
|
1
|
|
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Zealand (a)
|
179
|
|
|
257
|
|
|
436
|
|
|
185
|
|
|
254
|
|
|
439
|
|
Total
|
2,201
|
|
|
499
|
|
|
2,700
|
|
|
2,191
|
|
|
497
|
|
|
2,688
|
|
|
|
|
|
|
(a)
|
Represents legal acres owned and leased by the New Zealand JV, in which Rayonier owns a 77% interest. As of
September 30, 2016
, legal acres in New Zealand were comprised of 299,000 plantable acres and 137,000 non-productive acres.
|
(acres in 000s)
|
Acres Owned
|
||||||||||
|
December 31, 2015
|
|
Acquisitions
|
|
Sales
|
|
September 30, 2016
|
||||
Southern
|
|
|
|
|
|
|
|
||||
Alabama
|
302
|
|
|
—
|
|
|
(2
|
)
|
|
300
|
|
Florida
|
275
|
|
|
7
|
|
|
—
|
|
|
282
|
|
Georgia
|
571
|
|
|
—
|
|
|
(24
|
)
|
|
547
|
|
Louisiana
|
149
|
|
|
—
|
|
|
(4
|
)
|
|
145
|
|
Mississippi
|
91
|
|
|
—
|
|
|
(2
|
)
|
|
89
|
|
Oklahoma
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
Tennessee
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Texas
|
153
|
|
|
38
|
|
|
(3
|
)
|
|
188
|
|
|
1,634
|
|
|
45
|
|
|
(35
|
)
|
|
1,644
|
|
|
|
|
|
|
|
|
|
||||
Pacific Northwest
|
|
|
|
|
|
|
|
||||
Oregon
|
6
|
|
|
56
|
|
|
—
|
|
|
62
|
|
Washington
|
366
|
|
|
5
|
|
|
(55
|
)
|
|
316
|
|
|
372
|
|
|
61
|
|
|
(55
|
)
|
|
378
|
|
|
|
|
|
|
|
|
|
||||
New Zealand (a)
|
185
|
|
|
—
|
|
|
(6
|
)
|
|
179
|
|
Total
|
2,191
|
|
|
106
|
|
|
(96
|
)
|
|
2,201
|
|
|
|
|
|
|
(a)
|
Represents legal acres owned by the New Zealand JV, in which Rayonier has a 77% interest.
|
(acres in 000s)
|
Acres Leased
|
||||||||||
|
December 31, 2015
|
|
New Leases
|
|
Expired Leases (a)
|
|
September 30, 2016
|
||||
Southern
|
|
|
|
|
|
|
|
||||
Alabama
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
Arkansas
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
Florida
|
93
|
|
|
—
|
|
|
(1
|
)
|
|
92
|
|
Georgia
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
Louisiana
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
242
|
|
|
—
|
|
|
(1
|
)
|
|
241
|
|
|
|
|
|
|
|
|
|
||||
Pacific Northwest
|
|
|
|
|
|
|
|
||||
Washington
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||
New Zealand (b)
|
254
|
|
|
3
|
|
|
—
|
|
|
257
|
|
Total
|
497
|
|
|
3
|
|
|
(1
|
)
|
|
499
|
|
|
|
|
|
|
(a)
|
Includes acres previously under lease that have been harvested or sold.
|
(b)
|
Represents legal acres leased by the New Zealand JV, in which Rayonier has a 77% interest.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Financial Information (in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
|
|
|
|
|
|
||||||||
Southern Timber
|
|
$27.8
|
|
|
|
$34.8
|
|
|
|
$102.2
|
|
|
|
$103.0
|
|
Pacific Northwest Timber
|
16.1
|
|
|
21.6
|
|
|
52.3
|
|
|
57.8
|
|
||||
New Zealand Timber
|
42.2
|
|
|
41.1
|
|
|
126.0
|
|
|
121.5
|
|
||||
Real Estate
|
|
|
|
|
|
|
|
||||||||
Improved Development
|
—
|
|
|
—
|
|
|
1.7
|
|
|
0.8
|
|
||||
Unimproved Development
|
1.4
|
|
|
0.1
|
|
|
2.2
|
|
|
5.7
|
|
||||
Rural
|
6.4
|
|
|
9.8
|
|
|
17.4
|
|
|
19.9
|
|
||||
Non-Strategic / Timberlands
|
52.8
|
|
|
25.3
|
|
|
60.5
|
|
|
39.6
|
|
||||
Large Dispositions
|
—
|
|
|
—
|
|
|
129.5
|
|
|
—
|
|
||||
Total Real Estate
|
60.6
|
|
|
35.2
|
|
|
211.3
|
|
|
66.0
|
|
||||
Trading
|
24.7
|
|
|
19.0
|
|
|
76.0
|
|
|
59.5
|
|
||||
Total Sales
|
|
$171.4
|
|
|
|
$151.7
|
|
|
|
$567.8
|
|
|
|
$407.8
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
|
|
|
|
|
|
|
||||||||
Southern Timber
|
|
$8.2
|
|
|
|
$10.5
|
|
|
|
$35.0
|
|
|
|
$34.7
|
|
Pacific Northwest Timber
|
(3.3
|
)
|
|
3.1
|
|
|
(0.9
|
)
|
|
7.4
|
|
||||
New Zealand Timber
|
6.6
|
|
|
(0.9
|
)
|
|
21.4
|
|
|
3.8
|
|
||||
Real Estate
|
43.1
|
|
|
20.0
|
|
|
153.0
|
|
|
34.0
|
|
||||
Trading
|
0.5
|
|
|
0.4
|
|
|
1.5
|
|
|
0.6
|
|
||||
Corporate and other
|
(5.4
|
)
|
|
(5.3
|
)
|
|
(15.7
|
)
|
|
(18.5
|
)
|
||||
Operating Income
|
49.7
|
|
|
27.8
|
|
|
194.3
|
|
|
62.0
|
|
||||
Interest Expense, Interest Income and Other
|
(8.3
|
)
|
|
(9.2
|
)
|
|
(24.8
|
)
|
|
(28.8
|
)
|
||||
Income Tax (Expense) Benefit
|
(0.8
|
)
|
|
0.6
|
|
|
(2.2
|
)
|
|
1.3
|
|
||||
Net Income
|
40.6
|
|
|
19.2
|
|
|
167.3
|
|
|
34.5
|
|
||||
Less: Net income (loss) attributable to noncontrolling interest
|
1.2
|
|
|
(0.5
|
)
|
|
3.7
|
|
|
(1.4
|
)
|
||||
Net Income Attributable to Rayonier Inc.
|
|
$39.4
|
|
|
|
$19.7
|
|
|
|
$163.6
|
|
|
|
$35.9
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA (a)
|
|
|
|
|
|
|
|
||||||||
Southern Timber
|
|
$18.2
|
|
|
|
$24.9
|
|
|
|
$72.1
|
|
|
|
$76.1
|
|
Pacific Northwest Timber
|
3.4
|
|
|
7.3
|
|
|
14.1
|
|
|
18.3
|
|
||||
New Zealand Timber
|
12.6
|
|
|
6.1
|
|
|
40.5
|
|
|
26.0
|
|
||||
Real Estate
|
56.6
|
|
|
30.9
|
|
|
74.0
|
|
|
54.6
|
|
||||
Trading
|
0.5
|
|
|
0.4
|
|
|
1.5
|
|
|
0.6
|
|
||||
Corporate and Other
|
(4.1
|
)
|
|
(3.8
|
)
|
|
(14.4
|
)
|
|
(15.2
|
)
|
||||
Total Adjusted EBITDA
|
|
$87.2
|
|
|
|
$65.8
|
|
|
|
$187.8
|
|
|
|
$160.4
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Southern Timber Overview
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
|
|
||||||||
Pine Pulpwood
|
634
|
|
|
895
|
|
|
2,610
|
|
|
2,645
|
|
||||
Pine Sawtimber
|
333
|
|
|
421
|
|
|
1,195
|
|
|
1,214
|
|
||||
Total Pine Volume
|
967
|
|
|
1,316
|
|
|
3,805
|
|
|
3,859
|
|
||||
Hardwood
|
123
|
|
|
100
|
|
|
227
|
|
|
222
|
|
||||
Total Volume
|
1,090
|
|
|
1,416
|
|
|
4,032
|
|
|
4,081
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Percentage Delivered Sales
|
32
|
%
|
|
28
|
%
|
|
27
|
%
|
|
26
|
%
|
||||
Percentage Stumpage Sales
|
68
|
%
|
|
72
|
%
|
|
73
|
%
|
|
74
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Stumpage
Pricing
(dollars per ton)
|
|
|
|
|
|
|
|
||||||||
Pine Pulpwood
|
|
$17.36
|
|
|
|
$16.39
|
|
|
|
$18.34
|
|
|
|
$18.09
|
|
Pine Sawtimber
|
26.17
|
|
|
27.27
|
|
|
26.74
|
|
|
27.83
|
|
||||
Weighted Average Pine
|
|
$20.40
|
|
|
|
$19.87
|
|
|
|
$20.98
|
|
|
|
$21.15
|
|
Hardwood
|
14.84
|
|
|
16.56
|
|
|
13.38
|
|
|
13.70
|
|
||||
Weighted Average Total
|
|
$19.76
|
|
|
|
$19.63
|
|
|
|
$20.54
|
|
|
|
$20.77
|
|
|
|
|
|
|
|
|
|
||||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$27.8
|
|
|
|
$34.8
|
|
|
|
$102.2
|
|
|
|
$103.0
|
|
Less: Cut and Haul
|
(6.3
|
)
|
|
(7.0
|
)
|
|
(19.4
|
)
|
|
(18.3
|
)
|
||||
Net Stumpage Sales
|
|
$21.5
|
|
|
|
$27.8
|
|
|
|
$82.8
|
|
|
|
$84.7
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
|
$8.2
|
|
|
|
$10.5
|
|
|
|
$35.0
|
|
|
|
$34.7
|
|
(+) Depreciation, depletion and amortization
|
10.0
|
|
|
14.4
|
|
|
37.1
|
|
|
41.4
|
|
||||
Adjusted EBITDA (a)
|
|
$18.2
|
|
|
|
$24.9
|
|
|
|
$72.1
|
|
|
|
$76.1
|
|
|
|
|
|
|
|
|
|
||||||||
Other Data
|
|
|
|
|
|
|
|
||||||||
Non-Timber Income (in millions of dollars) (b)
|
|
$3.9
|
|
|
|
$4.1
|
|
|
|
$13.4
|
|
|
|
$13.5
|
|
Period-End Acres (in thousands)
|
1,885
|
|
|
1,896
|
|
|
1,885
|
|
|
1,896
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators.
|
(b)
|
Non-Timber Income is presented net of direct charges and excludes allocated overhead.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Pacific Northwest Timber Overview
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
|
|
||||||||
Pulpwood
|
64
|
|
|
100
|
|
|
231
|
|
|
218
|
|
||||
Sawtimber
|
177
|
|
|
253
|
|
|
608
|
|
|
710
|
|
||||
Total Volume
|
241
|
|
|
353
|
|
|
839
|
|
|
928
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Sales Volume (converted to MBF)
|
|
|
|
|
|
|
|
||||||||
Pulpwood
|
6,016
|
|
|
9,514
|
|
|
21,920
|
|
|
20,639
|
|
||||
Sawtimber
|
24,084
|
|
|
34,058
|
|
|
80,014
|
|
|
92,693
|
|
||||
Total Volume
|
30,100
|
|
|
43,572
|
|
|
101,934
|
|
|
113,332
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Percentage Delivered Sales
|
100
|
%
|
|
80
|
%
|
|
93
|
%
|
|
85
|
%
|
||||
Percentage Sawtimber Sales
|
74
|
%
|
|
72
|
%
|
|
72
|
%
|
|
77
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Delivered Log Pricing (in dollars per ton)
|
|
|
|
|
|
|
|
||||||||
Pulpwood
|
|
$40.07
|
|
|
|
$45.88
|
|
|
|
$42.85
|
|
|
|
$44.48
|
|
Sawtimber
|
76.69
|
|
|
74.33
|
|
|
72.80
|
|
|
74.11
|
|
||||
Weighted Average Log Price
|
|
$67.02
|
|
|
|
$65.05
|
|
|
|
$64.32
|
|
|
|
$66.71
|
|
|
|
|
|
|
|
|
|
||||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$16.1
|
|
|
|
$21.6
|
|
|
|
$52.3
|
|
|
|
$57.8
|
|
Less: Cut and Haul
|
(7.8
|
)
|
|
(9.4
|
)
|
|
(24.6
|
)
|
|
(26.0
|
)
|
||||
Net Stumpage Sales
|
|
$8.3
|
|
|
|
$12.2
|
|
|
|
$27.7
|
|
|
|
$31.8
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (Loss)
|
|
($3.3
|
)
|
|
|
$3.1
|
|
|
|
($0.9
|
)
|
|
|
$7.4
|
|
(+) Depreciation, depletion and amortization
|
6.7
|
|
|
4.2
|
|
|
15.0
|
|
|
10.9
|
|
||||
Adjusted EBITDA (a)
|
|
$3.4
|
|
|
|
$7.3
|
|
|
|
$14.1
|
|
|
|
$18.3
|
|
|
|
|
|
|
|
|
|
||||||||
Other Data
|
|
|
|
|
|
|
|
||||||||
Non-Timber Income (in millions of dollars) (b)
|
|
$0.5
|
|
|
|
$0.6
|
|
|
|
$2.1
|
|
|
|
$2.6
|
|
Period-End Acres (in thousands)
|
379
|
|
|
373
|
|
|
379
|
|
|
373
|
|
||||
Sawtimber (in dollars per MBF)
|
|
$563
|
|
|
|
$541
|
|
|
|
$556
|
|
|
|
$573
|
|
Estimated Percentage of Export Volume
|
20
|
%
|
|
20
|
%
|
|
25
|
%
|
|
21
|
%
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators.
|
(b)
|
Non-Timber Income is presented net of direct charges and excludes allocated overhead.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
New Zealand Timber Overview
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
|
|
||||||||
Domestic Sawtimber (Delivered)
|
220
|
|
|
189
|
|
|
630
|
|
|
508
|
|
||||
Domestic Pulpwood (Delivered)
|
99
|
|
|
118
|
|
|
285
|
|
|
328
|
|
||||
Export Sawtimber (Delivered)
|
213
|
|
|
279
|
|
|
675
|
|
|
728
|
|
||||
Export Pulpwood (Delivered)
|
21
|
|
|
19
|
|
|
60
|
|
|
50
|
|
||||
Stumpage
|
—
|
|
|
116
|
|
|
10
|
|
|
227
|
|
||||
Total Volume
|
552
|
|
|
721
|
|
|
1,658
|
|
|
1,841
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Percentage Delivered Sales
|
100
|
%
|
|
84
|
%
|
|
100
|
%
|
|
88
|
%
|
||||
Percentage Stumpage Sales
|
—
|
|
|
16
|
%
|
|
—
|
|
|
12
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Delivered Log Pricing (in dollars per ton)
|
|
|
|
|
|
|
|
||||||||
Domestic Sawtimber
|
|
$75.06
|
|
|
|
$60.12
|
|
|
|
$71.26
|
|
|
|
$65.54
|
|
Domestic Pulpwood
|
|
$32.55
|
|
|
|
$29.03
|
|
|
|
$31.30
|
|
|
|
$32.50
|
|
Export Sawtimber
|
|
$97.44
|
|
|
|
$82.42
|
|
|
|
$96.04
|
|
|
|
$89.01
|
|
|
|
|
|
|
|
|
|
||||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$42.2
|
|
|
|
$41.1
|
|
|
|
$124.2
|
|
|
|
$117.3
|
|
Less: Cut and Haul
|
(18.3
|
)
|
|
(18.7
|
)
|
|
(52.1
|
)
|
|
(53.9
|
)
|
||||
Less: Port and Freight Costs
|
(6.6
|
)
|
|
(8.9
|
)
|
|
(19.3
|
)
|
|
(23.6
|
)
|
||||
Net Stumpage Sales
|
|
$17.3
|
|
|
|
$13.5
|
|
|
|
$52.8
|
|
|
|
$39.8
|
|
|
|
|
|
|
|
|
|
||||||||
Land Sales
|
—
|
|
|
—
|
|
|
1.8
|
|
|
4.2
|
|
||||
Total Sales
|
|
$42.2
|
|
|
|
$41.1
|
|
|
|
$126.0
|
|
|
|
$121.5
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (Loss)
|
|
$6.6
|
|
|
|
($0.9
|
)
|
|
|
$21.4
|
|
|
|
$3.8
|
|
(+) Depreciation, depletion and amortization
|
6.0
|
|
|
7.0
|
|
|
17.3
|
|
|
22.2
|
|
||||
(+) Non-cash cost of land sold
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
||||
Adjusted EBITDA (a)
|
|
$12.6
|
|
|
|
$6.1
|
|
|
|
$40.5
|
|
|
|
$26.0
|
|
|
|
|
|
|
|
|
|
||||||||
Other Data
|
|
|
|
|
|
|
|
||||||||
New Zealand Dollar to U.S. Dollar Exchange Rate (b)
|
0.7178
|
|
|
0.6601
|
|
|
0.6897
|
|
|
0.7185
|
|
||||
Net Plantable Period-End Acres (in thousands)
|
299
|
|
|
302
|
|
|
299
|
|
|
302
|
|
||||
Domestic Sawtimber (in $NZD per tonne)
|
|
$115.03
|
|
|
|
$100.20
|
|
|
|
$113.38
|
|
|
|
$100.63
|
|
Export Sawtimber (in dollars per JAS m
3
)
|
|
$113.25
|
|
|
|
$96.45
|
|
|
|
$111.63
|
|
|
|
$103.93
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators.
|
(b)
|
Represents the average period rate.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Real Estate Overview
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales (in millions of dollars)
|
|
|
|
|
|
|
|
||||||||
Improved Development (a)
|
—
|
|
|
—
|
|
|
|
$1.7
|
|
|
|
$0.8
|
|
||
Unimproved Development
|
1.4
|
|
|
0.1
|
|
|
2.2
|
|
|
5.7
|
|
||||
Rural
|
6.4
|
|
|
9.8
|
|
|
17.4
|
|
|
19.9
|
|
||||
Non-Strategic / Timberlands
|
52.8
|
|
|
25.3
|
|
|
60.5
|
|
|
39.6
|
|
||||
Large Dispositions
|
—
|
|
|
—
|
|
|
129.5
|
|
|
—
|
|
||||
Total Sales
|
|
$60.6
|
|
|
|
$35.2
|
|
|
|
$211.3
|
|
|
|
$66.0
|
|
|
|
|
|
|
|
|
|
||||||||
Acres Sold
|
|
|
|
|
|
|
|
||||||||
Improved Development (a)
|
—
|
|
|
—
|
|
|
47
|
|
|
19
|
|
||||
Unimproved Development
|
73
|
|
|
20
|
|
|
121
|
|
|
515
|
|
||||
Rural
|
2,069
|
|
|
3,503
|
|
|
6,180
|
|
|
7,773
|
|
||||
Non-Strategic / Timberlands
|
21,459
|
|
|
10,681
|
|
|
27,842
|
|
|
15,631
|
|
||||
Large Dispositions
|
—
|
|
|
—
|
|
|
55,320
|
|
|
—
|
|
||||
Total Acres Sold
|
23,601
|
|
|
14,204
|
|
|
89,510
|
|
|
23,938
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Price per Acre (dollars per acre)
|
|
|
|
|
|
|
|
||||||||
Improved Development (a)
|
—
|
|
|
—
|
|
|
|
$37,353
|
|
|
|
$42,281
|
|
||
Unimproved Development
|
18,500
|
|
|
5,000
|
|
|
18,302
|
|
|
11,043
|
|
||||
Rural
|
3,082
|
|
|
2,796
|
|
|
2,797
|
|
|
2,563
|
|
||||
Non-Strategic / Timberlands
|
2,465
|
|
|
2,373
|
|
|
2,174
|
|
|
2,531
|
|
||||
Large Dispositions
|
—
|
|
|
—
|
|
|
2,342
|
|
|
—
|
|
||||
Weighted Average (Total) (b)
|
|
$2,569
|
|
|
|
$2,480
|
|
|
|
$2,392
|
|
|
|
$2,756
|
|
Weighted Average (Adjusted) (c)
|
|
$2,569
|
|
|
|
$2,480
|
|
|
|
$2,344
|
|
|
|
$2,724
|
|
|
|
|
|
|
|
|
|
||||||||
Sales (Excluding Large Dispositions)
|
|
$60.6
|
|
|
|
$35.2
|
|
|
|
$81.8
|
|
|
|
$66.0
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
|
$43.1
|
|
|
|
$20.0
|
|
|
|
$153.0
|
|
|
|
$34.0
|
|
(+) Depreciation, depletion and amortization
|
9.2
|
|
|
6.3
|
|
|
14.0
|
|
|
11.1
|
|
||||
(+) Non-cash cost of land sold
|
4.3
|
|
|
4.6
|
|
|
8.3
|
|
|
9.5
|
|
||||
(–) Large Dispositions (d)
|
—
|
|
|
—
|
|
|
(101.3
|
)
|
|
—
|
|
||||
Adjusted EBITDA (e)
|
|
$56.6
|
|
|
|
$30.9
|
|
|
|
$74.0
|
|
|
|
$54.6
|
|
|
|
|
|
|
(a)
|
Reflects land with capital invested in infrastructure improvements.
|
(b)
|
Excludes Large Dispositions.
|
(c)
|
Excludes Improved Development and Large Dispositions.
|
(d)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have any identified HBU premium relative to timberland value. On April 28, 2016, the Company completed a disposition of approximately 55,000 acres located in Washington for a sale price and gain of approximately
$129.5 million
and
$101.3 million
, respectively.
|
(e)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
below
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
Capital Expenditures By Segment (in millions of dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Timber Capital Expenditures
|
|
|
|
|
|
|
|
||||||||
Southern Timber
|
|
|
|
|
|
|
|
||||||||
Reforestation, silviculture and other capital expenditures
|
|
$4.0
|
|
|
|
$3.6
|
|
|
|
$11.5
|
|
|
|
$9.3
|
|
Property taxes
|
1.6
|
|
|
1.8
|
|
|
5.2
|
|
|
5.4
|
|
||||
Lease payments
|
0.5
|
|
|
0.6
|
|
|
3.2
|
|
|
3.7
|
|
||||
Allocated overhead
|
1.0
|
|
|
0.9
|
|
|
3.1
|
|
|
2.7
|
|
||||
Subtotal Southern Timber
|
|
$7.1
|
|
|
|
$6.9
|
|
|
|
$23.0
|
|
|
|
$21.1
|
|
Pacific Northwest Timber
|
|
|
|
|
|
|
|
||||||||
Reforestation, silviculture and other capital expenditures
|
1.1
|
|
|
0.5
|
|
|
4.1
|
|
|
4.4
|
|
||||
Property taxes
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
0.4
|
|
||||
Lease payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Allocated overhead
|
0.4
|
|
|
0.4
|
|
|
1.1
|
|
|
1.3
|
|
||||
Subtotal Pacific Northwest Timber
|
|
$1.6
|
|
|
|
$1.0
|
|
|
|
$5.6
|
|
|
|
$6.1
|
|
New Zealand Timber
|
|
|
|
|
|
|
|
||||||||
Reforestation, silviculture and other capital expenditures
|
3.0
|
|
|
2.5
|
|
|
6.4
|
|
|
5.6
|
|
||||
Property taxes
|
0.2
|
|
|
0.1
|
|
|
0.5
|
|
|
0.4
|
|
||||
Lease payments
|
1.3
|
|
|
0.9
|
|
|
2.6
|
|
|
2.4
|
|
||||
Allocated overhead
|
0.7
|
|
|
0.3
|
|
|
1.9
|
|
|
1.5
|
|
||||
Subtotal New Zealand Timber
|
|
$5.2
|
|
|
|
$3.8
|
|
|
|
$11.4
|
|
|
|
$9.9
|
|
Total Timber Segments Capital Expenditures
|
|
$13.9
|
|
|
|
$11.7
|
|
|
|
$40.0
|
|
|
|
$37.1
|
|
Real Estate
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Capital Expenditures
|
|
$14.0
|
|
|
|
$11.7
|
|
|
|
$40.2
|
|
|
|
$37.2
|
|
|
|
|
|
|
|
|
|
||||||||
Timberland Acquisitions
|
|
|
|
|
|
|
|
||||||||
Southern Timber
|
|
$77.1
|
|
|
|
$0.1
|
|
|
|
$91.4
|
|
|
|
$54.5
|
|
Pacific Northwest Timber
|
0.1
|
|
|
—
|
|
|
262.4
|
|
|
34.0
|
|
||||
New Zealand Timber
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Subtotal Timberland Acquisitions
|
|
$77.2
|
|
|
|
$0.1
|
|
|
|
$353.8
|
|
|
|
$88.5
|
|
|
|
|
|
|
|
|
|
||||||||
Real Estate Development Investments
|
|
$1.8
|
|
|
|
$1.1
|
|
|
|
$4.8
|
|
|
|
$2.0
|
|
Rayonier Office Building
|
|
$2.8
|
|
|
|
$0.1
|
|
|
|
$3.9
|
|
|
|
$0.4
|
|
Sales
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Total
|
||||||||||||
Three Months Ended September 30, 2015
|
|
|
$34.8
|
|
|
|
$21.6
|
|
|
|
$41.1
|
|
|
|
$35.2
|
|
|
|
$19.0
|
|
|
|
$151.7
|
|
Volume/Mix
|
|
(7.2
|
)
|
|
(6.0
|
)
|
|
(6.0
|
)
|
|
23.3
|
|
|
3.1
|
|
|
7.2
|
|
||||||
Price
|
|
0.2
|
|
|
0.5
|
|
|
5.7
|
|
|
2.1
|
|
|
2.5
|
|
|
11.0
|
|
||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Three Months Ended September 30, 2016
|
|
|
$27.8
|
|
|
|
$16.1
|
|
|
|
$42.2
|
|
|
|
$60.6
|
|
|
|
$24.7
|
|
|
|
$171.4
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
Sales
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Total
|
||||||||||||
Nine Months Ended September 30, 2015
|
|
|
$103.0
|
|
|
|
$57.8
|
|
|
|
$121.5
|
|
|
|
$66.0
|
|
|
|
$59.5
|
|
|
|
$407.8
|
|
Volume/Mix
|
|
(0.1
|
)
|
|
(3.6
|
)
|
|
(1.9
|
)
|
|
28.3
|
|
|
11.9
|
|
|
34.6
|
|
||||||
Price
|
|
(0.7
|
)
|
|
(1.9
|
)
|
|
10.8
|
|
|
(12.5
|
)
|
|
5.5
|
|
|
1.2
|
|
||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
||||||
Other (b)
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
129.5
|
|
|
(0.9
|
)
|
|
126.4
|
|
||||||
Nine Months Ended September 30, 2016
|
|
|
$102.2
|
|
|
|
$52.3
|
|
|
|
$126.0
|
|
|
|
$211.3
|
|
|
|
$76.0
|
|
|
|
$567.8
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
Real Estate includes
$129.5 million
of sales from a Large Disposition of approximately 55,000 acres of timberlands.
|
Operating Income
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
Three Months Ended September 30, 2015
|
|
|
$10.5
|
|
|
|
$3.1
|
|
|
|
($0.9
|
)
|
|
|
$20.0
|
|
|
|
$0.4
|
|
|
|
($5.3
|
)
|
|
|
$27.8
|
|
Volume/Mix
|
|
(3.0
|
)
|
|
(2.6
|
)
|
|
0.3
|
|
|
15.7
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|||||||
Price
|
|
0.2
|
|
|
0.6
|
|
|
6.6
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|||||||
Cost
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
0.8
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(1.0
|
)
|
|||||||
Non-timber income
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|||||||
Depreciation, depletion & amortization
|
|
1.0
|
|
|
(3.8
|
)
|
|
0.1
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||||
Non-cash cost of land and improved development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Three Months Ended September 30, 2016
|
|
|
$8.2
|
|
|
|
($3.3
|
)
|
|
|
$6.6
|
|
|
|
$43.1
|
|
|
|
$0.5
|
|
|
|
($5.4
|
)
|
|
|
$49.7
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
Operating Income
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
Nine Months Ended September 30, 2015
|
|
|
$34.7
|
|
|
|
$7.4
|
|
|
|
$3.8
|
|
|
|
$34.0
|
|
|
|
$0.6
|
|
|
|
($18.5
|
)
|
|
|
$62.0
|
|
Volume/Mix
|
|
(0.5
|
)
|
|
(1.8
|
)
|
|
1.5
|
|
|
18.9
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
|||||||
Price
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|
17.7
|
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||||
Cost
|
|
(1.9
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
0.2
|
|
|
1.7
|
|
|
2.9
|
|
|
2.3
|
|
|||||||
Non-timber income
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(3.1
|
)
|
|||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||||
Depreciation, depletion & amortization
|
|
3.7
|
|
|
(5.1
|
)
|
|
0.3
|
|
|
1.7
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.5
|
|
|||||||
Non-cash cost of land and improved development
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|||||||
Other (b)
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
105.3
|
|
|
—
|
|
|
—
|
|
|
107.5
|
|
|||||||
Nine Months Ended September 30, 2016
|
|
|
$35.0
|
|
|
|
($0.9
|
)
|
|
|
$21.4
|
|
|
|
$153.0
|
|
|
|
$1.5
|
|
|
|
($15.7
|
)
|
|
|
$194.3
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
Real Estate includes
$101.3 million
of operating income from a Large Disposition of approximately 55,000 acres of timberlands and a
$4.0 million
receipt of a deferred payment related to a prior land sale.
|
Adjusted EBITDA (a)
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
Three Months Ended September 30, 2015
|
|
|
$24.9
|
|
|
|
$7.3
|
|
|
|
$6.1
|
|
|
|
$30.9
|
|
|
|
$0.4
|
|
|
|
($3.8
|
)
|
|
|
$65.8
|
|
Volume/Mix
|
|
(6.4
|
)
|
|
(3.9
|
)
|
|
(1.4
|
)
|
|
22.8
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|||||||
Price
|
|
0.2
|
|
|
0.6
|
|
|
6.6
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|||||||
Cost
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
0.8
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
(1.2
|
)
|
|||||||
Non-timber income
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Foreign exchange (b)
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Three Months Ended September 30, 2016
|
|
|
$18.2
|
|
|
|
$3.4
|
|
|
|
$12.6
|
|
|
|
$56.6
|
|
|
|
$0.5
|
|
|
|
($4.1
|
)
|
|
|
$87.2
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
below.
|
(b)
|
Net of currency hedging impact.
|
Adjusted EBITDA (a)
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
Nine Months Ended September 30, 2015
|
|
|
$76.1
|
|
|
|
$18.3
|
|
|
|
$26.0
|
|
|
|
$54.6
|
|
|
|
$0.6
|
|
|
|
($15.2
|
)
|
|
|
$160.4
|
|
Volume/Mix
|
|
(1.1
|
)
|
|
(2.8
|
)
|
|
(0.3
|
)
|
|
27.6
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|||||||
Price
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|
17.7
|
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||||
Cost
|
|
(1.9
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
0.2
|
|
|
1.7
|
|
|
0.8
|
|
|
0.2
|
|
|||||||
Non-timber income
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(3.1
|
)
|
|||||||
Foreign exchange (b)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||||||
Other (c)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|||||||
Nine Months Ended September 30, 2016
|
|
|
$72.1
|
|
|
|
$14.1
|
|
|
|
$40.5
|
|
|
|
$74.0
|
|
|
|
$1.5
|
|
|
|
($14.4
|
)
|
|
|
$187.8
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
below.
|
(b)
|
Net of currency hedging impact.
|
(c)
|
Real Estate includes the receipt of a
$4.0 million
deferred payment related to a prior land sale.
|
|
September 30,
|
|
December 31,
|
||||
(millions of dollars)
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
|
$110.0
|
|
|
|
$51.8
|
|
Total debt
|
1,065.0
|
|
|
830.6
|
|
||
Shareholders’ equity
|
1,448.6
|
|
|
1,361.7
|
|
||
Total capitalization (total debt plus equity)
|
2,513.6
|
|
|
2,192.3
|
|
||
Debt to capital ratio
|
42
|
%
|
|
38
|
%
|
||
Net debt to enterprise value (a)
|
23
|
%
|
|
22
|
%
|
|
|
|
|
|
(a)
|
Enterprise value is calculated as the number of shares outstanding multiplied by the Company’s share price plus net debt as of
September 30, 2016
and
December 31, 2015
.
|
(millions of dollars)
|
2016
|
|
2015
|
||||
Cash provided by (used for):
|
|
|
|
||||
Operating activities
|
|
$163.9
|
|
|
|
$143.4
|
|
Investing activities
|
(254.1
|
)
|
|
(142.9
|
)
|
||
Financing activities
|
146.8
|
|
|
(90.1
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net Income to Adjusted EBITDA Reconciliation
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$40.6
|
|
|
|
$19.2
|
|
|
|
$167.3
|
|
|
|
$34.5
|
|
Interest, net
|
8.3
|
|
|
9.1
|
|
|
24.8
|
|
|
28.8
|
|
||||
Income tax expense (benefit)
|
0.8
|
|
|
(0.6
|
)
|
|
2.2
|
|
|
(1.3
|
)
|
||||
Depreciation, depletion and amortization
|
32.0
|
|
|
32.0
|
|
|
83.7
|
|
|
85.8
|
|
||||
Non-cash cost of land and improved development
|
4.3
|
|
|
4.6
|
|
|
10.1
|
|
|
9.5
|
|
||||
Costs related to shareholder litigation (a)
|
1.2
|
|
|
1.5
|
|
|
2.2
|
|
|
3.1
|
|
||||
Gain on foreign currency derivatives (b)
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
||||
Large Dispositions (c)
|
—
|
|
|
—
|
|
|
(101.3
|
)
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$87.2
|
|
|
|
$65.8
|
|
|
|
$187.8
|
|
|
|
$160.4
|
|
|
2016
|
||||||||||||||
|
Guidance
|
|
Prior Guidance
|
||||||||||||
Net Income to Adjusted EBITDA Reconciliation
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$208.0
|
|
-
|
|
$214.0
|
|
|
|
$45.0
|
|
-
|
|
$55.0
|
|
Interest, net
|
33.0
|
|
-
|
33.2
|
|
|
28.5
|
|
-
|
29.3
|
|
||||
Income tax expense (benefit)
|
2.5
|
|
-
|
3.5
|
|
|
0.5
|
|
-
|
1.7
|
|
||||
Depreciation, depletion and amortization
|
113.0
|
|
-
|
115.0
|
|
|
104.0
|
|
-
|
109.0
|
|
||||
Non-cash cost of land and improved development
|
10.0
|
|
-
|
12.0
|
|
|
15.0
|
|
-
|
17.0
|
|
||||
Costs related to shareholder litigation (a)
|
2.7
|
|
-
|
3.5
|
|
|
2.0
|
|
-
|
3.0
|
|
||||
Gain on foreign currency derivatives (b)
|
(1.2
|
)
|
-
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
||||
Large Dispositions (c)
|
(140.0
|
)
|
-
|
(145.0
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$228.0
|
|
-
|
|
$235.0
|
|
|
|
$195.0
|
|
-
|
|
$215.0
|
|
|
|
|
|
|
(a)
|
Costs related to shareholder litigation include expenses incurred as a result of the securities litigation, the shareholder derivative demands and the Securities and Exchange Commission investigation. See Note 10—
Contingencies
in the 2015 Form 10-K.
|
(b)
|
Gain on foreign currency derivatives
is the gain resulting from the foreign exchange derivatives the Company used to mitigate the risk of fluctuations in foreign exchange rates while awaiting the capital contribution to the New Zealand JV.
|
(c)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have any identified HBU premium relative to timberland value. On April 28, 2016, the Company completed a disposition of approximately 55,000 acres located in Washington
f
or a sale price and gain of approximately
$129.5 million
and
$101.3 million
, respectively.
|
Three Months Ended
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate
and other |
|
Total
|
||||||||||||||
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$8.2
|
|
|
|
($3.3
|
)
|
|
|
$6.6
|
|
|
|
$43.1
|
|
|
|
$0.5
|
|
|
|
($5.4
|
)
|
|
|
$49.7
|
|
Depreciation, depletion and amortization
|
10.0
|
|
|
6.7
|
|
|
6.0
|
|
|
9.2
|
|
|
—
|
|
|
0.1
|
|
|
32.0
|
|
|||||||
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|||||||
Costs related to shareholder litigation (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
|||||||
Adjusted EBITDA
|
|
$18.2
|
|
|
|
$3.4
|
|
|
|
$12.6
|
|
|
|
$56.6
|
|
|
|
$0.5
|
|
|
|
($4.1
|
)
|
|
|
$87.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$10.5
|
|
|
|
$3.1
|
|
|
|
($0.9
|
)
|
|
|
$20.0
|
|
|
|
$0.4
|
|
|
|
($5.3
|
)
|
|
|
$27.8
|
|
Non-operating expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||
Depreciation, depletion and amortization
|
14.4
|
|
|
4.2
|
|
|
7.0
|
|
|
6.3
|
|
|
—
|
|
|
0.1
|
|
|
32.0
|
|
|||||||
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||||
Costs related to shareholder litigation (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
|||||||
Adjusted EBITDA
|
|
$24.9
|
|
|
|
$7.3
|
|
|
|
$6.1
|
|
|
|
$30.9
|
|
|
|
$0.4
|
|
|
|
($3.8
|
)
|
|
|
$65.8
|
|
|
|
|
|
|
(a)
|
Costs related to shareholder litigation include expenses incurred as a result of the securities litigation, the shareholder derivative demands and the Securities and Exchange Commission investigation. See Note 10—
Contingencies
in the 2015 Form 10-K.
|
Nine Months Ended
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate
and other |
|
Total
|
||||||||||||||
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$35.0
|
|
|
|
($0.9
|
)
|
|
|
$21.4
|
|
|
|
$153.0
|
|
|
|
$1.5
|
|
|
|
($15.7
|
)
|
|
|
$194.3
|
|
Depreciation, depletion and amortization
|
37.1
|
|
|
15.0
|
|
|
17.3
|
|
|
14.0
|
|
|
—
|
|
|
0.3
|
|
|
83.7
|
|
|||||||
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
1.8
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|||||||
Costs related to shareholder litigation (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
2.2
|
|
|||||||
Gain on foreign currency derivatives (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|||||||
Large Dispositions (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(101.3
|
)
|
|
—
|
|
|
—
|
|
|
(101.3
|
)
|
|||||||
Adjusted EBITDA
|
|
$72.1
|
|
|
|
$14.1
|
|
|
|
$40.5
|
|
|
|
$74.0
|
|
|
|
$1.5
|
|
|
|
($14.4
|
)
|
|
|
$187.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$34.7
|
|
|
|
$7.4
|
|
|
|
$3.8
|
|
|
|
$34.0
|
|
|
|
$0.6
|
|
|
|
($18.5
|
)
|
|
|
$62.0
|
|
Depreciation, depletion and amortization
|
41.4
|
|
|
10.9
|
|
|
22.2
|
|
|
11.1
|
|
|
—
|
|
|
0.2
|
|
|
85.8
|
|
|||||||
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|||||||
Costs related to shareholder litigation (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
3.1
|
|
|||||||
Adjusted EBITDA
|
|
$76.1
|
|
|
|
$18.3
|
|
|
|
$26.0
|
|
|
|
$54.6
|
|
|
|
$0.6
|
|
|
|
($15.2
|
)
|
|
|
$160.4
|
|
|
|
|
|
|
(a)
|
Costs related to shareholder litigation include expenses incurred as a result of the securities litigation, the shareholder derivative demands and the Securities and Exchange Commission investigation. See Note 10—
Contingencies
in the 2015 Form 10-K.
|
(b)
|
Gain on foreign currency derivatives
is the gain resulting from the foreign exchange derivatives used by the Company to mitigate the risk of fluctuations in foreign exchange rates while awaiting the capital contribution to the New Zealand JV.
|
(c)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have any identified HBU premium relative to timberland value. On April 28, 2016, the Company completed a disposition of approximately 55,000 acres located in Washington
f
or a sale price and gain of approximately
$129.5 million
and
$101.3 million
, respectively.
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash provided by operating activities
|
|
$163.9
|
|
|
|
$143.4
|
|
Capital expenditures (a)
|
(40.2
|
)
|
|
(37.2
|
)
|
||
Working capital and other balance sheet changes
|
(0.2
|
)
|
|
(5.3
|
)
|
||
CAD
|
123.5
|
|
|
100.9
|
|
||
Mandatory debt repayments
|
—
|
|
|
(131.0
|
)
|
||
CAD after mandatory debt repayments
|
|
$123.5
|
|
|
|
($30.1
|
)
|
Cash used for investing activities
|
|
($254.1
|
)
|
|
|
($142.9
|
)
|
Cash provided by (used for) financing activities
|
|
$146.8
|
|
|
|
($90.1
|
)
|
|
|
|
|
|
(a)
|
Capital expenditures exclude timberland acquisitions of
$353.8 million
and
$88.5 million
and spending on the Rayonier office
building of
$3.9 million
and
$0.4 million
during the
nine
months ended
September 30, 2016
and
September 30, 2015
, respectively.
|
Contractual Financial Obligations (in millions)
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
Remaining 2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
|||||||||||||
Long-term debt (a)
|
|
$1,037
|
|
|
—
|
|
|
—
|
|
|
|
$40
|
|
|
|
$997
|
|
||
Current maturities of long-term debt (b)
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on long-term debt (c)
|
199
|
|
|
7
|
|
|
56
|
|
|
55
|
|
|
81
|
|
|||||
Operating leases — timberland
|
204
|
|
|
4
|
|
|
20
|
|
|
17
|
|
|
163
|
|
|||||
Operating leases — PP&E, offices
|
6
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|||||
Commitments — derivatives (d)
|
76
|
|
|
3
|
|
|
18
|
|
|
18
|
|
|
37
|
|
|||||
Commitments — other (e)
|
8
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$1,562
|
|
|
|
$18
|
|
|
|
$133
|
|
|
|
$131
|
|
|
|
$1,280
|
|
|
|
|
|
|
(a)
|
The book value of long-term debt, net of deferred financing costs, is currently recorded at $1,033.3 million on the Company’s Consolidated Balance Sheet, but upon maturity the liability will be $1,037.0 million.
|
(b)
|
The book value of our current maturities of long-term debt is currently recorded at $31.8 million on the Company’s Consolidated Balance Sheet, but upon maturity the liability will be $31.5 million.
|
(c)
|
Projected interest payments for variable rate debt were calculated based on outstanding principal amounts and interest rates as of
September 30, 2016
.
|
(d)
|
Commitments represent payments expected to be made on derivative financial instruments (foreign exchange contracts and interest rate swaps). See
Note 12
—
Derivative Financial Instruments and Hedging Activities
.
|
(e)
|
Commitments include payments expected to be made on the construction of the Company’s office building.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased (a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c)
|
||||||
July 1 to July 31
|
|
27
|
|
|
|
$26.96
|
|
|
—
|
|
|
7,518,527
|
|
|
August 1 to August 31
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,518,527
|
|
||
September 1 to September 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,518,527
|
|
||
Total
|
|
27
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes 27 shares of the Company’s common stock purchased in July from employees in non-open market transactions. The shares of stock were sold by current employees of the Company in exchange for cash that was used to pay withholding taxes associated with the vesting of restricted stock awards under the Company’s stock incentive plan. The price per share surrendered is based on the closing price of the company’s stock on the respective vesting dates of the awards.
|
(b)
|
Purchases made in open-market transactions under the $100 million share repurchase program announced on February 10, 2016.
|
(c)
|
Maximum number of shares authorized to be purchased as of
September 30, 2016
include
3,776,612
under the 1996 anti-dilutive program and approximately
3,741,915
under the share repurchase program.
|
Item 6.
|
Exhibits
|
10.1
|
|
Amendment to Rayonier Investment and Savings Plan for Salaried Employees (the “Plan”) effective as of January 1, 2017.
|
Filed herewith
|
10.2
|
|
First Amendment to the Retirement Plan for Salaried Employees of Rayonier Inc. effective as of December 31, 2016.
|
Filed herewith
|
10.3
|
|
Amended and Restated Executive Severance Pay Plan effective as of December 31, 2016.*
|
Filed herewith
|
31.1
|
|
Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
31.2
|
|
Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
32
|
|
Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002
|
Furnished herewith
|
101
|
|
The following financial information from our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016, formatted in Extensible Business Reporting Language (“XBRL”), includes: (i) the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2016 and 2015; (ii) the Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015; (iii) the Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2016 and the Years Ended December 31, 2015 and 2014; (iv) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015; and (v) the Notes to Consolidated Financial Statements.
|
Filed herewith
|
|
|
RAYONIER INC.
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ APRIL TICE
|
|
|
April Tice
Director, Financial Services and Corporate Controller
(Duly Authorized Officer, Principal Accounting Officer)
|
1.
|
The Adoption Agreement is amended to read:
|
5-3
|
PLAN COMPENSATION
: Plan Compensation is
Total Compensation
(as defined in AA §5-1 above) with the following exclusions described below.
|
Deferral
|
Match
|
ER
|
|
|
¨
|
¨
|
¨
|
(a)
|
No exclusions.
|
N/A
|
¨
|
¨
|
(b)
|
Elective Deferrals (as defined in Section 1.46 of the Plan), pre-tax contributions to a cafeteria plan or a Code §457 plan, and qualified transportation fringes under Code§132(f)(4) are excluded.
|
þ
|
þ
|
þ
|
(c)
|
All fringe benefits (cash and noncash), reimbursements or other expense allowances, moving expenses, deferred compensation, and welfare benefits are excluded.
|
¨
|
¨
|
¨
|
(d)
|
Compensation above $
is excluded. (See Section 1.97 of the Plan.)
|
¨
|
¨
|
¨
|
(e)
|
Amounts received as a bonus are excluded.
|
¨
|
¨
|
¨
|
(f)
|
Amounts received as commissions are excluded.
|
¨
|
¨
|
¨
|
(g)
|
Overtime payments are excluded.
|
¨
|
¨
|
¨
|
(h)
|
Amounts received for services performed for a non-signatory Related Employer are excluded. (See Section 2.02(c) of the Plan.)
|
¨
|
¨
|
¨
|
(i)
|
“Deemed §125 compensation” as defined in Section 1.141(d) of the Plan.
|
¨
|
¨
|
¨
|
(j)
|
Amounts received after termination of employment are excluded. (See Section 1.141(b) of the Plan.)
|
þ
|
þ
|
þ
|
(k)
|
Differential Pay (as defined in Section 1.141(e) of the Plan).
|
þ
|
þ
|
þ
|
(l)
|
Describe adjustments to Plan Compensation:
All bonuses except the Annual Bonus program; all short term disability or disability salary continuation payments; foreign service
allowance.
|
2.
|
The Adoption Agreement is amended to read:
|
6-2
|
EMPLOYER CONTRIBUTION FORMULA.
For the period designated in AA §6-4 below, the Employer will make the following Employer Contributions on behalf of Participants who satisfy the allocation conditions designated in AA §6-5 below. Any Employer Contribution authorized under this AA §6-2 will be allocated in accordance with the allocation formula selected under AA §6-3.
|
þ
(a)
|
Discretionary contribution.
The Employer will determine in its sole discretion how much, if any, it will make as an Employer Contribution.
|
¨
|
(b)
Fixed contribution.
|
¨
|
(1)
% of each Participant’s Plan Compensation.
|
¨
|
(2) $
for each Participant.
|
¨
|
(3) The Employer Contribution will be determined in accordance with any Collective Bargaining Agreement(s) addressing retirement benefits of Collectively Bargained Employees under the Plan.
|
¨
|
(c)
Service-based contribution.
The Employer will make the following contribution:
|
¨
|
(1)
Discretionary.
A discretionary contribution determined as a uniform percentage of Plan Compensation or a uniform dollar amount for each period of service designated below.
|
¨
|
(2)
Fixed percentage.
% of Plan Compensation paid for each period of service designated below.
|
¨
|
(3)
Fixed dollar.
$
for each period of service designated below.
|
¨
|
(4) Each Hour of Service
|
¨
|
(5) Each week of employment
|
¨
|
(6) Describe period:
|
¨
|
(7) Describe any special provisions that apply to service-based contribution:
|
¨
|
(d)
Year of Service contribution.
The Employer will make an Employer Contribution based on Years of Service with the Employer.
|
¨
(1)
|
For Years of Service between
and
|
%
|
¨
(2)
|
For Years of Service between
and
|
%
|
¨
(3)
|
For Years of Service between
and
|
%
|
¨
(4)
|
For Years of Service
and above
|
%
|
¨
|
(e)
Prevailing Wage Formula.
The Employer will make a contribution for each Participant’s Prevailing Wage Service based on the hourly contribution rate for the Participant’s employment classification. (See Section 3.02(a)(5) of the Plan.)
|
¨
|
(1)
Amount of contribution.
The Employer will make an Employer Contribution based on the hourly contribution rate for the Participant’s employment classification. The Prevailing Wage Contribution will be determined as follows:
|
¨
|
(i) The Employer Contribution will be determined based on the required contribution rates for the employment classifications under the applicable federal, state or municipal prevailing wage laws. For any Employee performing Prevailing Wage Service, the Employer may make the required contribution for such service without designating the exact amount of such contribution.
|
¨
|
(ii) The Employer will make the Prevailing Wage Contribution based on the hourly contribution rates as set forth in the Addendum attached to this Adoption Agreement. However, if the required contribution under the applicable federal, state or municipal prevailing wage law provides for a greater contribution than set forth in the Addendum, the Employer may make the greater contribution as a Prevailing Wage Contribution.
|
¨
|
(2)
Offset of other contributions.
The contributions under the Prevailing Wage Formula will offset the following contributions under this Plan. (See Section 3.02(a)(5) of the Plan.)
|
¨
|
(i) Employer Contributions (other than Safe Harbor Employer Contributions)
|
¨
|
(ii) Safe Harbor Employer Contributions.
|
¨
|
(iii) Qualified Nonelective Contributions (QNECs)
|
¨
|
(iv) Matching Contributions (other than Safe Harbor Matching Contributions)
|
¨
|
(v) Safe Harbor Matching Contributions.
|
¨
|
(vi) Qualified Matching Contributions (QMACs)
|
¨
|
(3)
Modification of default rules.
Section 3.02(a)(5) of the Plan contains default rules for administering the Prevailing Wage Formula. Complete this subsection (3) to modify the default provisions.
|
¨
|
(i)
Application to Highly Compensated Employees.
Instead of applying only to Nonhighly Compensated Employees, the Prevailing Wage Formula applies to all eligible Participants, including Highly Compensated Employees.
|
¨
|
(ii)
Minimum age and service conditions.
Instead of no minimum age or service condition, Prevailing Wage contributions are subject to a one Year of Service (as defined in AA§4-3) and age 21 minimum age and service requirement with semi-annual Entry Dates.
|
¨
|
(iii)
Allocation conditions.
Instead of no allocation conditions, the Prevailing Wage contributions are subject to a 1,000 Hours of Service and last day employment allocation condition, as set forth under Section 3.09 of the Plan.
|
¨
|
(iv)
Vesting.
Instead of 100% immediate vesting, Prevailing Wage contributions will vest under the following vesting schedule (as defined in Section 7.02 of the Plan):
|
¨
|
(A) 6-year graded vesting schedule
|
¨
|
(B) 3-year cliff vesting schedule
|
¨
|
(v)
Describe:
|
¨
|
(f)
Describe special rules for determining contributions under Plan:
|
3.
|
The Adoption Agreement is amended to read:
|
6-3
|
ALLOCATION FORMULA.
|
¨
|
(a)
Pro rata allocation.
The discretionary Employer Contribution under AA §6-2 will be allocated:
|
¨
|
(1) as a uniform percentage of Plan Compensation.
|
¨
|
(2) as a uniform dollar amount.
|
¨
|
(b)
Fixed contribution.
The fixed Employer Contribution under AA §6-2 will be allocated in accordance with the selections made under AA §6-2.
|
¨
|
(c)
Permitted disparity allocation.
The discretionary Employer Contribution under AA §6-2 will be allocated under the two-step method (as defined in Section 3.02(a)(1)(ii)(A) of the Plan), using the Taxable Wage Base (as defined in Section 1.136 of the Plan) as the Integration Level. However, for any Plan Year in which the Plan is Top Heavy, the four-step method (as defined in Section 3.02(a)(1)(ii)(B) of the Plan) applies, unless provided otherwise under subsection (2) below.
|
¨
|
(1)
Integration Level.
Instead of the Taxable Wage Base, the Integration Level is:
|
¨
|
(i)
% of the Taxable Wage Base, increased (but not above the Taxable Wage Base) to the next higher:
|
¨
|
(ii) $
(not to exceed the Taxable Wage Base)
|
¨
|
(iii) 20% of the Taxable Wage Base
|
¨
|
(2)
Four-step method.
|
¨
|
(i) Instead of applying only when the Plan is top heavy, the four-step method will always be used.
|
¨
|
(ii) The four-step method will never be used, even if the Plan is Top Heavy.
|
¨
|
(iii) In applying step one and step two under the four-step method, instead of using Total Compensation, the Plan will use Plan Compensation. (See Section 3.02(a)(1)(ii)(B) of the Plan.)
|
¨
|
(3)
Describe
special rules for applying permitted disparity allocation formula:
|
¨
|
(d)
Uniform points allocation.
The discretionary Employer Contribution designated in AA §6-2 will be allocated to each Participant in the ratio that each Participant's total points bears to the total points of all Participants. A Participant will receive the following points:
|
¨
|
(1)
point(s) for each year(s) of age (attained as of the end of the Plan Year).
|
¨
|
(2)
point(s) for each $
(not to exceed $200) of Plan Compensation.
|
¨
|
(3)
point(s) for each
Year(s) of Service. For this purpose, Years of Service are determined:
|
¨
|
(i) In the same manner as determined for eligibility.
|
¨
|
(ii) In the same manner as determined for vesting.
|
¨
|
(iii) Points will not be provided with respect to Years of Service in excess of
.
|
¨
|
(e)
Employee group allocation.
The Employer may make a separate Employer Contribution to the Participants in the following allocation groups. The Employer must notify the Trustee in writing of the amount of the contribution to be allocated to each allocation group.
|
¨
|
(1) A separate discretionary Employer Contribution may be made to each Participant of the Employer (i.e., each Participant is in his/her own allocation group).
|
¨
|
(2) A separate discretionary or fixed Employer Contribution may be made to the following allocation groups. If no fixed amount is designated for a particular allocation group, the contribution made for such allocation group will be allocated as a uniform percentage of Plan Compensation or as a uniform dollar amount to all Participants within that allocation group.
|
¨
|
(3)
Special rules.
The following special rules apply to the Employee group allocation formula.
|
¨
|
(i)
Family Members.
In determining the separate groups under (2) above, each Family Member (as defined in Section 1.65 of the Plan) of a Five Percent Owner is always in a separate allocation group. If there are more than one Family Members, each Family Member will be in a separate allocation group.
|
¨
|
(ii)
Benefiting Participants who do not receive Minimum Gateway Contribution.
In determining the separate groups under (2) above, Benefiting Participants who do not receive a Minimum Gateway Contribution are always in a separate allocation group. If there are more than one Benefiting Participants who do not receive a Minimum Gateway Contribution, each will be in a separate allocation group. (See Section 3.02(a)(1)(iv)(B)(III) of the Plan.)
|
¨
|
(iii)
More than one Employee group.
Unless designated otherwise under this subsection (iii), if a Participant is in more than one allocation group described in (2) above during the Plan Year, the Participant will receive an Employer Contribution based on the Participant’s status on the last day of the Plan Year. (See Section 3.02(a)(1)(iv)(A) of the Plan.)
|
¨
|
(A)
Determined separately for each Employee group.
If a Participant is in more than one allocation group during the Plan Year, the Participant’s share of the Employer Contribution will be based on the Participant’s status for the part of the year the Participant is in each allocation group.
|
¨
|
(B)
Describe:
|
¨
|
(f)
Age-based allocation.
The discretionary Employer Contribution designated in AA §6-2 will be allocated under the age- based allocation formula so that each Participant receives a pro rata allocation based on adjusted Plan Compensation. For this purpose, a Participant’s adjusted Plan Compensation is determined by multiplying the Participant’s Plan Compensation by an Actuarial Factor (as described in Section 1.04 of the Plan).
|
¨
|
(1)
Applicable interest rate.
Instead of 8.5%, the Plan will use an interest rate of
% (must be between 7.5% and 8.5%) in determining a Participant’s Actuarial Factor.
|
¨
|
(2)
Applicable mortality table.
Instead of the UP-1984 mortality table, the Plan will use the following mortality table in determining a Participant’s Actuarial Factor:
|
¨
|
(3)
Describe special rules applicable to age-based allocation:
|
¨
|
(g)
Service-based allocation formula.
The service-based Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the service-based allocation formula in AA §6-2.
|
¨
|
(h)
Year of Service allocation formula.
The Year of Service Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the Year of Service allocation formula in AA §6-2.
|
¨
|
(i)
Prevailing Wage allocation formula.
The Prevailing Wage Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the Prevailing Wage allocation formula in AA §6-2. The Employer may attach an Addendum to the Adoption Agreement setting forth the hourly contribution rate for the employment classifications eligible for Prevailing Wage contributions.
|
þ
(j)
|
Describe special rules for determining allocation formula:
The Contribution (known as Enhanced Retirement
contribution) will equal 3% of an Eligible Employee's compensation.
|
6-4
|
SPECIAL RULES.
No special rules apply with respect to Employer Contributions under the Plan, except to the extent designated under this AA §6-4. Unless designated otherwise, in determining the amount of the Employer Contributions to be allocated under this AA §6, the Employer Contribution will be based on Plan Compensation earned during the Plan Year. (See Section 3.02(c) of the Plan.)
|
¨
|
(a)
Period for determining Employer Contributions.
Instead of the Plan Year, Employer Contributions will be determined based on Plan Compensation earned during the following period: [
The Plan Year must be used if the permitted disparity allocation method is selected under AA §6-3 above.
]
|
¨
|
(1) Plan Year quarter
|
¨
|
(2) calendar month
|
¨
|
(3) payroll period
|
¨
|
(4) Other:
|
¨
|
(b)
Limit on Employer Contributions.
The Employer Contribution elected in AA §6-2 may not exceed:
|
¨
|
(1)
% of Plan Compensation
|
¨
|
(3) Describe:
|
¨
|
(c)
Offset of Employer Contribution.
|
¨
|
(1) A Participant’s allocation of Employer Contributions under AA §6-2 of this Plan is reduced by contributions under
[
insert name of plan(s)
]. (See Section 3.02(d)(2) of the Plan.)
|
¨
|
(2) In applying the offset under this subsection, the following rules apply:
|
¨
|
(d)
Special rules:
|
5.
|
The Adoption Agreement is amended to read:
|
8-2
|
VESTING SCHEDULE.
The vesting schedule under the Plan is as follows for both Employer Contributions and Matching Contributions, to the extent authorized under AA §6 and AA §6B. See Section 7.02 of the Plan for a description of the various vesting schedules under this AA §8-2. [
Note:
Any Prevailing Wage Contributions under AA §6-2, any Safe Harbor Contributions under AA §6C and any QNECs or QMACs under AA §6D are always 100% vested, regardless of any contrary selections in this AA §8-2 (unless provided otherwise under AA §6-2 for Prevailing Wage Contributions or under this AA §8-2 for any QACA Safe Harbor Contributions).
]
|
ER
|
Match
|
|
|
¨
|
¨
|
(1)
|
Full and immediate vesting.
|
¨
|
¨
|
(2)
|
3-year cliff vesting schedule
|
¨
|
¨
|
(3)
|
6-year graded vesting schedule
|
þ
|
þ
|
(4)
|
5-year graded vesting schedule
|
¨
|
¨
|
(5)
|
Modified vesting schedule
|
|
% after 1 Year of Service
|
||
% after 2 Years of Service
|
|||
% after 3 Years of Service
% after 4 Years of Service
|
|||
% after 5 Years of Service
|
|||
100% after 6 Years of Service
|
¨
|
(b)
Special vesting schedule for QACA Safe Harbor Contributions.
Unless designated otherwise under this subsection, any QACA Safe Harbor Contributions will be 100% vested. However, if this subsection is checked, the following vesting schedule applies for QACA Safe Harbor Contributions. [
Note:
This subsection may be checked only if a QACA Safe Harbor Contribution is selected under AA §6C-2.
]
|
¨
|
(i) 2-year cliff vesting
|
¨
|
(ii) 1-year cliff vesting
|
¨
|
(iii) Graduated vesting
|
þ
(c)
|
Special provisions applicable to vesting schedule:
A Participant who experiences a Change in Control as that term is
defined in the Retirement Plan for Salaried Employees of Rayonier Inc. shall become 100% vested.
|
6.
|
The Adoption Agreement is amended to read:
|
10-1
|
AVAILABILITY OF IN-SERVICE DISTRIBUTIONS.
A Participant may withdraw all or any portion of his/her vested Account Balance, to the extent designated, upon the occurrence of any of the event(s) selected under this AA §10-1. If more than one option is selected for a particular contribution source under this AA §10-1, a Participant may take an in-service distribution upon the occurrence of any of the selected events, unless designated otherwise under this AA §10-1.
|
Deferral
|
Match
|
ER
|
|
|
¨
|
¨
|
¨
|
(a)
|
No in-service distributions are permitted.
|
þ
|
¨
|
¨
|
(b)
|
Attainment of age 59½.
|
¨
|
þ
|
þ
|
(c)
|
Attainment of age
70 1/2
.
|
þ
|
¨
|
¨
|
(d)
|
A Hardship that satisfies the safe harbor rules under Section 8.10(e)(1) of the Plan. [
Note:
Not applicable to QNECs, QMACs, or Safe Harbor Contributions.
]
|
¨
|
¨
|
¨
|
(e)
|
A non-safe harbor Hardship described in Section 8.10(e)(2) of the Plan. [
Note:
Not applicable to QNECs, QMACs, or Safe Harbor Contributions.
]
|
¨
|
¨
|
¨
|
(f)
|
Attainment of Normal Retirement Age.
|
¨
|
¨
|
¨
|
(g)
|
Attainment of Early Retirement Age.
|
N/A
|
þ
|
¨
|
(h)
|
The Participant has participated in the Plan for at least
60
(cannot be less than 60) months.
|
N/A
|
þ
|
¨
|
(i)
|
The amounts being withdrawn have been held in the Trust for at least two years.
|
¨
|
¨
|
¨
|
(j)
|
Upon a Participant becoming Disabled (as defined in AA §9- 4(b)).
|
¨
|
N/A
|
N/A
|
(k)
|
As a Qualified Reservist Distribution as defined under Section 8.10(d) of the Plan.
|
¨
|
¨
|
¨
|
(l)
|
Describe:
|
7.
|
The Adoption Agreement is amended to read:
|
11-11
|
PROTECTED BENEFITS.
There are no protected benefits (as defined in Code §411(d)(6)) other than those described in the Plan.
|
þ
(a)
|
Additional protected benefits.
In addition to the protected benefits described in this Plan, certain other protected benefits are protected from a prior plan document. See the Addendum attached to this Adoption Agreement for a description of such protected benefits.
|
¨
|
(b)
Money Purchase Plan assets.
This Plan contains assets that were held under a Money Purchase Plan (e.g., Money Purchase Plan assets were transferred to this Plan by merger, trust-to-trust transfer or conversion). See the Addendum attached to this Adoption Agreement for a description of any special provisions that apply with respect to the transferred assets. See Section 14.05(c) of the Plan for rules regarding the treatment of transferred assets.
|
¨
|
(c)
Elimination of distribution options.
Effective
, the distribution options described in subsection (1) below are eliminated.
|
¨
|
(1)
Describe eliminated distribution options:
|
¨
|
(2)
Application to existing Account Balances.
The elimination of the distribution options described in subsection (1) applies to:
|
¨
|
(i) All benefits under the Plan, including existing Account Balances.
|
¨
|
(ii) Only benefits accrued after the effective date of the elimination (as described in subsection (c) above).
|
¨
|
(a) The adoption of a
new plan
, effective ____ [
insert Effective Date of Plan
]. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
¨
|
(b) The
restatement
of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.
|
(1)
|
Effective date of restatement: __. [
Note:
Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance.
]
|
(2)
|
Name of plan(s) being restated:
|
(3)
|
The original effective date of the plan(s) being restated:
|
þ
(c)
|
An
amendment or restatement
of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement.
|
(1)
|
Effective Date(s) of amendment/restatement:
1-1-2017
|
(2)
|
Name of plan being amended/restated:
Rayonier Investment and Savings Plan for Salaried Employees
|
(3)
|
The original effective date of the plan being amended/restated:
3-1-1994
|
(4)
|
If Plan is being amended, identify the Adoption Agreement section(s) being amended:
5-3(l), 6-2(f), 6-3(j), 6-4, 8-2(c), 10-1(l), and 11-11(a) to remove the "Employer Retirement" contribution from the Plan.
|
1.
|
The foreword is amended by adding the following paragraph to the end thereof
|
“1.14
|
Eligibility Service
shall mean any employment recognized as such for the purposes of meeting the eligibility requirements for membership in the Plan as provided in Article 2 and for meeting the eligibility for benefits under the Plan as provided under Article 4.”
|
a)
|
The Social Security Benefit for a Member who is eligible for a retirement benefit under Sections 4.01, 4.02, 4.03, or 4.04 as of December 31, 2016, shall remain fixed at the amount determined by assuming the Member terminated employment on December 31, 2016.
|
b)
|
The Social Security Benefit for a Member who is actively employed on December 31, 2016, who thereafter commences a vested retirement benefit under Section 4.05, and who is not eligible for a retirement benefit under Sections 4.01, 4.02, 4.03 or 4.04 as of his Benefit Commencement Date shall remain fixed at the amount determined by assuming the Member terminated employment on December 31, 2016.
|
c)
|
The Social Security Benefit for a Member who is actively employed as of December 31, 2016 and is not eligible for a retirement benefit under Sections 4.01, 4.02, 4.03 or 4.04 but becomes eligible thereafter shall be determined by assuming the Member had terminated employment on the day he or she would have first become eligible for a retirement allowance under Sections 4.01, 4.02, 4.03, or 4.04. The Social Security compensation to be used for the period beginning January 1, 2017, and ending on the date specified in the previous sentence shall be equal to the rate of Social Security compensation received by the Member during the 2016 calendar year, and zero thereafter. For purposes of this subsection (c), the Social
|
“(g)
|
Notwithstanding the foregoing provisions of this Section 2.02, periods of employment completed after December 31, 2016, and recognized periods absences occurring after December 31, 2016, shall not be considered in determining Benefit Service for any purposes under the Plan.”
|
90586109.9
|
|
|
A.
|
Qualifying Termination.
If, within two years following a Change in Control, (a) an Executive terminates his or her full time employment for Good Reason, or (b) the Company terminates an Executive's full time employment, the Executive shall be provided Scheduled Severance
|
|
1
|
|
•
|
is terminated for Cause;
|
•
|
voluntarily resigns (including normal retirement), other than for Good Reason;
|
•
|
voluntarily fails to return from an approved leave of absence (including a medical leave of absence); or
|
•
|
terminates employment as a result of Executive's death or Disability.
|
B.
|
Definitions Related to Qualifying Termination
. For purposes of this
Section 3,
the following terms have the indicated definitions:
|
|
2
|
|
A.
|
An Executive’s “
Scheduled Severance Pay
” is the product of the Executive’s Base Pay times the Executive’s Applicable Tier Multiplier.
|
B.
|
An Executive’s “
Additional Severance”
is the sum of the Executive’s Benefits Continuation Amount, calculated as provided in
Section 4C
below, and the Executive’s Bonus Severance, calculated as provided in this
Section 4B
.
|
(i)
|
An Executive’s “
Bonus Severance
” is the product of the Executive’s Applicable Bonus times the Executive’s Applicable Tier Multiplier, together with an additional amount equal to the Executive’s Current Pro-rata Bonus.
|
|
3
|
|
(1)
|
An Executive’s “
Applicable Bonus
” is the greatest of (A) the average of the bonus amounts actually paid to the Executive under the Rayonier annual incentive bonus plan (the “
Bonus Plan
”) in the three year period comprised of the year of the Qualifying Termination and the two immediately preceding calendar years, (B) the Executive’s Target Bonus Award under the Bonus Plan for the year in which the Change in Control takes place or (C) the Executive’s Target Bonus Award under the Bonus Plan in the year of Qualifying Termination. The Executive’s Applicable Bonus shall be determined without regard to any election the Executive may have made to defer receipt of all or any portion thereof as if there had been no deferral election in effect.
|
(2)
|
An Executive’s “
Current Pro-rata Bonus
” is equal to the product of the Executive’s Applicable Bonus times a fraction the numerator of which is the number of months or portion thereof lapsed in the then current year prior to the Qualifying Termination and the denominator of which is twelve.
|
C.
|
Benefits Continuation Amounts
. The Executive’s Benefits Continuation Amount is the sum of the Executive’s Retirement Savings Adjustment and Other Benefits Adjustment. The Executive’s Retirement Savings Adjustment shall be in addition to amounts to which Executive is entitled under the Retirement Plan for Salaried Employees of Rayonier Inc., the Retirement Plan for Salaried Employees of ITT Corporation, the Rayonier Investment and Savings Plan for Salaried Employees and the Supplemental Plans (collectively, the "
Retirement Plans
"), in effect on the Effective Date of the Qualifying Termination. (Capitalized terms in this
Section 4C
that are not otherwise defined here or elsewhere in this Plan shall have the meaning ascribed to them in the applicable Retirement Plans.)
|
(i)
|
An Executive’s “
Retirement Savings Adjustment
” is an amount equal to the excess of (X) over (Y), where (X) is the “
Equivalent Actuarial Value
” of the benefit to which Executive would have been entitled under the terms of the Retirement Plans, without regard to "vesting" thereunder, had Executive accumulated an additional 3 years of eligibility service as a fully vested participant in the Retirement Plans and an additional 3 years of benefit service in all the Retirement Plans other than the Retirement Plan for Salaried Employees of ITT Corporation and the ITT Supplemental Plans and as if Executive were 3 years older, solely for purposes of benefit eligibility and determining the amount of reduction in benefit on account of payment commencing prior to the Executive's normal retirement date, and by defining Executive's “
Final Average Compensation
” as equal to the greater of Executive's Base Pay on the Effective Date of Executive's Qualifying Termination or Executive's Final Average Compensation as determined under the terms of the Retirement Plan for Salaried Employees of Rayonier Inc., and (Y) is the Equivalent Actuarial Value of the amounts otherwise actually payable to Executive under the Retirement Plans. The Equivalent Actuarial Value shall be determined using the same assumptions utilized under the Rayonier Inc. Excess Benefit Plan upon the
|
|
4
|
|
(ii)
|
Other Benefits Adjustment.
The “
Other Benefits Adjustment
” is an amount equal to the sum of the Medical Benefits Payment and the Outplacement Services, determined as provided in subsections (1) - (3) below.
|
(1)
|
An Executive’s “
Medical Benefits Payment
” is the product of the employer contribution component of the health and welfare plans maintained for the Executive as of the Change in Control under the applicable employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) maintained by the Company for the benefit of the Company's employees at such date, times the Executive’s Applicable Tier Multiplier, discounted for present value applying a 4% discount rate.
|
(2)
|
“
Outplacement Services
” means the cost of outplacement services, the scope and provider of which shall be selected by Executive in his or her sole discretion, for a period not to extend beyond twelve (12) months after the Effective Date of Executive's Qualifying Termination, in an amount not to exceed $30,000 in the aggregate.
|
D.
|
Equity Benefits
. Company shall provide to Executive the following additional benefits upon a Qualifying Termination of the Executive, to the extent not actually provided under an Applicable Incentive Stock Plan of the Company (collectively, the “
Equity Benefits
”). Terms used in this
Section 4D
not otherwise defined in this Plan shall have the meaning assigned in the Applicable Incentive Stock Plan.
|
(i)
|
Options
. The Company shall cause (a) all of the options to purchase the Common Shares of the Company ("
Stock Options
") granted to Executive prior to the Qualifying Termination by the Company to become immediately exercisable in full in accordance with the terms of the Applicable Incentive Stock Plan pursuant to
|
|
5
|
|
(ii)
|
Restricted Stock.
The Company shall (a) cause Executive to immediately vest in all outstanding shares of Restricted Stock that were the subject of an Award under an Incentive Stock Plan of the Company which Restricted Stock is held by or for the benefit of the Executive immediately prior to the Qualifying Termination without any remaining restrictions other than those imposed by applicable securities laws, (b) issue stock certificates in respect thereof to Executive without a restrictive legend and (c) permit Executive to tender within 60 days of the Qualifying Termination all such Restricted Stock to the Company and in the event of such a tender forthwith pay to the Executive the
Fair Market Value therefore.
|
(iii)
|
Performance Share Awards.
In the event of a Qualifying Termination, Awards of “
Performance Shares
” under all “
Performance Share Award Programs
” shall be settled as follows: (a) with respect to any Award for which the applicable Performance Period is more than 50% completed, the Performance Period shall be deemed to end as of the Qualifying Termination and the Executive shall receive the greater of (1) the Award resulting from utilizing the Fair Market Value in calculating total shareholder return for the Company for purposes of measuring Company performance with that of the comparison group under the applicable program, and (2) the Award at 100% of target performance under the applicable program; and (b) with respect to any Award as to which the applicable Performance Period is not more than 50% completed, the Executive shall receive the Award at 100% of target performance under the applicable program. Performance Shares due hereunder shall be settled in cash and paid on the basis of the Fair Market Value.
|
(iv)
|
Coordination with Incentive Stock Plans
. Any amounts paid hereunder shall be an offset against amounts otherwise due from the Company under the Applicable Incentive Stock Plan in respect of the same Award covered herein.
|
(v)
|
Coordination with Section 409A
. If at any time the payment of an Equity Benefit would be deemed to be payable to an Executive as a result of the Executive’s Separation from Service, payment of such Equity Benefit shall not be made earlier than the end of the Separation Delay Period where on the date of the Separation from Service the Executive was a Specified Employee; provided that, such delay in payment shall not apply to any portion of the Equity Benefit that is excepted from such delay under the Code Section 409A Rules as a Short-Term Deferral, Separation Pay or otherwise
|
|
6
|
|
A.
|
In the event any dispute arises between Executive and the Company as to the validity, enforceability and/or interpretation of any right or benefit afforded by this Plan, at Executive's option such dispute shall be resolved by binding arbitration proceedings in accordance with the rules of the American Arbitration Association. The arbitrators shall presume that the rights and/or benefits afforded by this Plan which are in dispute are valid and enforceable and that Executive is entitled to such rights and/or benefits. The Company shall be precluded from asserting that such rights and/or benefits are not valid, binding and enforceable and shall stipulate before such arbitrators that the Company is bound by all the provisions of this Plan. The burden of overcoming by clear and convincing evidence the presumption that Executive is entitled to such rights and/or benefits shall be on the Company. The results of any arbitration shall be conclusive on both parties and shall not be subject to judicial interference or review on any ground whatsoever, including without limitation any claim that the Company was wrongfully induced to enter into this agreement to arbitrate such a dispute.
|
B.
|
In the event Executive is required to defend in any legal action or other proceeding the validity or enforceability of any right or benefit afforded by this Plan, the Company will pay any and all actual legal fees and expenses incurred by such Executive regardless of the outcome of such action and, if requested by Executive, shall (within two business days of such request) advance such expenses to Executive. The Company shall be precluded from asserting in any judicial or other proceeding commenced with respect to any right or benefit afforded by this Plan that such rights and benefits are not valid, binding and enforceable and shall stipulate in any such proceeding that the Company is bound by all the provisions of this Plan.
|
C.
|
Amounts payable by the Company under this
Section 5
shall in the first instance be paid by the trustee under the trust established by that certain Trust Agreement, known as the “
Legal Resources Trust
” authorized by the Compensation and Management Development Committee on July 20, 2001, to the extent such amounts were previously transferred by the Company to the trustee of the Legal Resources Trust.
|
|
7
|
|
A.
|
As a condition to the receipt of a designated portion of the Equity Benefits and the other Plan Benefits otherwise payable hereunder (such portion, the “
Covenant Amount
”) and in consideration thereof, Executive shall be deemed to have made and be bound by the “Change in Control Covenants” (defined below), which at the request of the Company shall be acknowledged by Executive in a simple declarative statement “I hereby confirm that I am bound by the Change in Control Covenants” attested to in writing by the Executive. The Covenant Amount shall be equal to so much of the identified amount payable in cash as the Company shall designate in a written notice to Executive given within thirty (30) days of the Qualifying Termination; provided that, the Covenant Amount shall not exceed an amount equal to the Base Pay of Executive immediately before the Qualifying Termination, multiplied by the Executive’s Applicable Tier Multiplier and determined by the Company in good faith to be reasonable compensation for the Change in Control Covenants. By way of explanation and clarification, the Covenant Amount shall not be an additional payment beyond whatever is otherwise provided for within this Plan; rather, a portion of the payments that the Executive will otherwise receive hereunder shall be allocated as the Covenant Amount. An Executive who receives a benefit under this Plan cannot opt to forego making the Change in Control Covenants.
|
B.
|
The Executive’s “
Change in Control Covenants
” are the Confidentiality Covenants set forth in this
Section 6B
.
|
(i)
|
Confidentiality Covenants.
While employed by the Company following the Change in Control, and for a period of two (2) years following a Qualifying Termination (the “
Confidential Information Period
”), Executive covenants that Executive shall not disclose or make available to any person or entity any “Confidential Information” (as defined below) and shall not use or cause to be used any Confidential Information for any purpose other than fulfilling Executive’s employment obligations to the Company, without the express prior written authorization of the Company. For this purpose, “
Confidential Information
” means all information about the Company relating to any of its products or services or any phase of operations, including, without limitation, business plans and strategies, trade secrets, know-how, contracts, financial statements, pricing strategies, costs, customers and potential customers, vendors and potential vendors, marketing and distribution information, business results, software, hardware, databases, processes, procedures, technologies, designs, concepts, ideas, and methods not generally known through legitimate means to any of its competitors with which Executive became acquainted during the term of employment by the Company. Confidential Information also includes confidential information of third parties made available to the Company on a confidential basis, but does not include information which is generally known to the public without breach by Executive, (b) was given to Executive by a third party without any obligation of confidentiality, or (c) was obtained or independently developed by Executive prior to or following employment by the Company without the use of information that is otherwise Confidential Information.
|
|
8
|
|
C.
|
Remedies Limited to Equitable Relief
. By accepting payment of the Covenant Amount, Executive shall be deemed (a) to have acknowledged that in the event Executive breaches any of the Change in Control Covenants, the damages to the Company would be irreparable and that the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the Change in Control Covenants and (b) to have consented to the issuance of a temporary restraining order to maintain the status quo pending the outcome of any proceeding. The foregoing shall be the exclusive remedy of the Company for a breach of the Change in Control Covenants and under no circumstances shall the Company be entitled to seek return of all or any portion of the Covenant Amount or of any other amount payable hereunder, nor shall the Company be awarded or accept monetary damages for any such breach.
|
A.
|
Notwithstanding any provision of this Plan to the contrary, in the event that the payments and other benefits payable under this Plan or otherwise payable to an Executive under any other plan, program, arrangement or agreement maintained by the Company or one of its affiliates (i) would constitute an “excess parachute payment” (as defined under Code Section 280G) and (ii) would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and other benefits shall be payable either (x) in full or (y) in a reduced amount that would result in no portion of such payments and other benefits being subject to the excise tax imposed under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by such Executive on an after-tax basis, of the greatest amount of severance benefits under this Plan or otherwise, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code.
|
B.
|
The determination of whether it is necessary to decrease a payment or benefit to be paid under this Plan must be made in good faith by a nationally recognized certified public accounting firm (the “
Accounting Firm
”) selected by the Company. This determination will be conclusive and binding upon the Executive and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Company shall appoint another nationally recognized certified public accounting firm to make the determination required under this Plan. The Company shall bear all fees of the Accounting Firm. If a reduction is necessary, the Executive will have the right to designate the particular payment or benefit to be reduced or eliminated so that no portion of the payment or benefit to be paid to the Executive will be an excess parachute payment subject to the deduction limits under Section 280G of the Code and the excise tax under Section 4999 of the Code. However, no payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) may be reduced to the extent that a reduction can be made to any payment or benefit that is not “deferred compensation.”
|
|
9
|
|
(i)
|
subject to the conditions contained in the final paragraph of this definition, the filing of a report on Schedule 13D with the Securities and Exchange Commission pursuant to Section 13(d) of the Act disclosing that any person, other than the Company or any employee benefit plan sponsored by the Company, is the beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly or indirectly, of securities representing 50 percent or more of the total voting power represented by the Company’s then outstanding Voting Securities (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire Voting Securities); or
|
|
10
|
|
(ii)
|
the purchase by any person, other than the Company or any employee benefit plan sponsored by the Company, of shares pursuant to a tender offer or exchange offer to acquire any Voting Securities of the Company (or securities convertible into such Voting Securities) for cash, securities, or any other consideration, provided that after consummation of the offer, the person in question is the beneficial owner, directly or indirectly, of securities representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding Voting Securities (all as calculated under clause (i)); or
|
(iii)
|
the approval by the shareholders of the Company, and the subsequent occurrence, of (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation (other than a merger of the Company in which holders of Common Shares of the Company immediately prior to the merger have the same proportionate ownership of Common Shares of the surviving corporation immediately after the merger as immediately before), or pursuant to which Common Shares of the Company would be converted into cash, securities, or other property, or (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; or
|
(iv)
|
a change in the composition of the Board of the Company at any time during any consecutive 24-month period such that “continuing directors” cease for any reason to constitute at least a 70 percent majority of the Board.
|
|
11
|
|
|
12
|
|
|
13
|
|
|
14
|
|
|
15
|
|
|
16
|
|
|
17
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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
|
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
|
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
/ DAVID L. NUNES
|
|
David L. Nunes
President and Chief Executive Officer, Rayonier Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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
|
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
|
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/ MARK MCHUGH
|
|
Mark McHugh
Senior Vice President and Chief Financial Officer, Rayonier Inc.
|
1.
|
The quarterly report on Form 10-Q of Rayonier Inc. (the "Company") for the period ended
September 30, 2016
(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/ DAVID L. NUNES
|
|
/s/ MARK MCHUGH
|
David L. Nunes
|
|
Mark McHugh
|
President and Chief Executive Officer, Rayonier Inc.
|
|
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
|