x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Item
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Page
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PART I
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1.
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1A.
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1B.
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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16.
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Item 1.
|
BUSINESS
|
•
|
Leading Pure-Play Timberland REIT
.
We are differentiated from other publicly-traded timberland REITs in that we are invested exclusively in timberlands and real estate and do not own any pulp, paper or wood products manufacturing assets. We are the largest publicly-traded “pure-play” timberland REIT, which provides our investors with a focused, large-scale timberland investment alternative without taking on the risks and volatility inherent in direct ownership of forest products manufacturing assets.
|
•
|
Located in Premier Softwood Growing Regions with Access to Strong Markets
.
Our geographically diverse timberland holdings are strategically located in core softwood producing regions, including the U.S. South, U.S. Pacific Northwest and New Zealand. Our most significant timberland holdings are located in the U.S. South, in close proximity to a variety of established pulp, paper and wood products manufacturing facilities, which provide a steady source of competitive demand for both pulpwood and higher-value sawtimber products. Our Pacific Northwest and New Zealand timberlands benefit from strong domestic sawmilling markets and are located near ports to capitalize on export markets serving the Pacific Rim.
|
•
|
Sophisticated Log Marketing Capabilities Serving Various Pacific Rim Markets
.
We conduct a log trading operation based in New Zealand that serves timberland owners in New Zealand and Australia, providing access to key export markets in China, South Korea and India. This operation provides us with superior market intelligence and economies of scale, both of which add value to our New Zealand timber portfolio. It also provides additional market intelligence that helps our Southern and Pacific Northwest export log marketing and contributes to the Company’s earnings and cash flows, with minimal investment.
|
•
|
Attractive Land Portfolio with Higher and Better Use Potential
.
We own approximately 200,000 acres of timberlands located in the vicinity of Interstate 95 primarily north of Daytona Beach, FL and south of Savannah, GA, some of which have the potential to transition to higher and better uses over time as market conditions support increased demand. These properties provide us with select opportunities to add value to our portfolio through real estate development activities, which we believe will allow us to periodically sell parcels of such land at favorable valuations relative to timberland values through one of our taxable REIT subsidiaries.
|
•
|
Dedicated HBU Platform with Established Track Record.
We have a dedicated HBU platform led by an experienced team with an established track record of selling rural and development HBU properties across our U.S. South holdings at strong premiums to timberland values. We maintain a detailed land classification analysis of our portfolio, which allows us to identify the highest-value use of our lands and then capitalize on identified HBU opportunities through strategies uniquely tailored to maximize value, including selectively pursuing land-use entitlements and infrastructure improvements.
|
•
|
Advantageous Structure and Capitalization
.
Under our REIT structure, we are generally not required to pay federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities, which allows us to optimize the value of our portfolio in a tax efficient manner. We also maintain a strong credit profile and have an investment grade debt rating. As of
December 31, 2017
, our net debt to enterprise value was
18%
. We believe that our advantageous REIT structure and conservative capitalization provide us with a competitive cost of capital and significant financial flexibility to pursue growth initiatives.
|
•
|
Manage our Timberlands on a Sustainable Yield Basis for Long-term Results.
We generate recurring income and cash flow from the harvest and sale of timber and intend to actively manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, generation of cash flow from harvesting activities, and responsible environmental stewardship. Our harvesting strategy is designed to produce a long-term, sustainable yield, although we may adjust harvest levels periodically in response to then-current market conditions.
|
•
|
Apply Advanced Silviculture to Increase the Productivity of our Timberlands.
We use our forestry expertise and disciplined financial approach to determine the appropriate silviculture programs and investments to maximize returns. This includes re-planting a significant portion of our harvested acres with improved seedlings we have developed through decades of research and cultivation. Over time, we expect these improved seedlings will result in higher volumes per acre and a higher value product mix.
|
•
|
Increase the Size and Quality of our Timberland Holdings through Acquisitions.
We intend to selectively pursue timberland acquisition opportunities that improve the average productivity of our timberland holdings and support cash flow generation from our annual harvesting activities. We expect there will be an ample supply of attractive timberlands available for sale as a result of anticipated sales from a number of Timberland Investment Management Organizations (“TIMOs”). Our acquisition strategy employs a disciplined approach with rigorous adherence to strategic and financial metrics. Generally, we expect to focus our acquisition efforts on the most commercially desirable timber-producing regions of the U.S. South, the U.S. Pacific Northwest and New Zealand, particularly on timberlands with a geographic distribution and age-class profile that are complementary to our existing timberland holdings. We acquired 90,000 acres of fee timberland in 2017, 111,000 acres in 2016, and 35,000 acres in 2015. Additionally, we acquired leases or forestry rights covering approximately 19,000 acres in 2017, 2,000 acres in 2016, and 2,000 acres in 2015.
|
•
|
Optimize our Portfolio Value.
We continuously assess potential alternative uses of our timberlands, as some of our properties may become more valuable for development, residential, recreation or other purposes. We intend to capitalize on such higher-valued uses by opportunistically monetizing HBU properties in our portfolio. While the majority of our HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to fully realize the enhanced long-term value potential of such properties. For selected development properties, we also invest in infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties. We generally expect that sales of HBU property will comprise approximately 1% to 1.5% of our Southern timberland holdings on an annual basis.
|
•
|
Focus on Timberland Operations to Support Cash Flow Generation.
As described above, we rely primarily on annual harvesting activities and ongoing sales of HBU properties to generate cash flow from our timberland holdings. However, we also periodically generate income and cash flow from the sale of non-strategic and/or non-HBU timberlands, in particular as we seek to optimize our portfolio by disposing of less desirable properties or to fund capital allocation priorities, including share repurchases, debt repayment or acquisitions. Our strategy is to limit reliance on planned sales of non-HBU timberlands to augment cash flow generation and instead rely primarily on supporting cash flow from the operation, rather than sale, of our timberlands. We believe this strategy will support the sustainability of our harvesting activities over the long term.
|
•
|
Promote Best-in-Class Disclosure and Responsible Stewardship.
We intend to be an industry leader in transparent disclosure, particularly relating to our timberland holdings, harvest schedules, inventory and age-class profiles. In addition, we are committed to responsible stewardship and environmentally and economically sustainable forestry. We believe our continued commitment to transparency and the stewardship of our assets and capital will allow us to maintain our timberlands’ productivity, more effectively attract and deploy capital and enhance our reputation as a preferred timber supplier.
|
•
|
Southern Timber,
|
•
|
Pacific Northwest Timber,
|
•
|
New Zealand Timber,
|
•
|
Real Estate, and
|
•
|
Trading.
|
•
|
Improved Development,
|
•
|
Unimproved Development,
|
•
|
Rural,
|
•
|
Non-Strategic / Timberlands, and
|
•
|
Large Dispositions.
|
|
|
|
|
|
(a)
|
For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at
December 31, 2017
.
|
|
|
|
|
|
(a)
|
0 to 4 years includes clearcut acres not yet replanted.
|
(b)
|
Consists of natural stands that are convertible into pine plantations once harvested.
|
(c)
|
Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.
|
(d)
|
Includes roads, rights of way and all other non-forested areas.
|
(e)
|
Includes inventory that is less than 15 years old or less than 17 years old in Oklahoma.
|
|
|
|
|
|
(a)
|
0 to 4 years includes clearcut acres not yet replanted.
|
(b)
|
Includes non-commercial forests with limited productivity.
|
(c)
|
Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
|
(d)
|
Includes roads, rights of way, and all other non-forested areas.
|
(e)
|
Includes a minor component of hardwood in red alder and other hardwood species.
|
|
|
|
|
|
(a)
|
0 to 4 years includes clearcut acres not yet replanted.
|
(b)
|
Includes primarily Douglas-fir age 30 and over.
|
(c)
|
Includes natural forest and other non-planted acres.
|
Segment
|
Competitors
|
Southern Timber (a)
|
Weyerhaeuser Company
|
|
CatchMark Timber Trust
|
|
Hancock Timber Resource Group
|
|
Resource Management Service
|
|
Forest Investment Associates
|
|
Campbell Global
|
|
|
Pacific Northwest Timber (a)
|
Weyerhaeuser Company
|
|
Hancock Timber Resource Group
|
|
Green Diamond Resource Company
|
|
Campbell Global
|
|
Port Blakely Tree Farms
|
|
Pope Resources
|
|
State of Washington Department of Natural Resources
|
|
Bureau of Indian Affairs
|
|
|
New Zealand (b)
|
Hancock Natural Resource Group
|
|
Kaingaroa Timberlands
|
|
Ernslaw One
|
|
|
|
|
|
(b)
|
The New Zealand JV competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic and export markets, predominantly China, South Korea and India. Logs supplied into Asian markets also compete with export supply from other regions, including Russia and North America.
|
Item 1A.
|
RISK FACTORS
|
•
|
changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which our products are sold;
|
•
|
responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;
|
•
|
trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements;
|
•
|
difficulty in establishing, staffing and managing non-U.S. operations;
|
•
|
product damage or losses incurred during shipping;
|
•
|
potentially negative consequences from changes in or interpretations of tax laws;
|
•
|
economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations;
|
•
|
uncertainties regarding non-U.S. judicial systems, rules and procedures; and
|
•
|
uncertainties regarding changes in trade policies under consideration by the current presidential administration.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
(acres in 000s)
|
As of September 30, 2017
|
|
As of December 31, 2017
|
||||||||||||||
|
Owned
|
|
Leased
|
|
Total
|
|
Owned
|
|
Leased
|
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alabama
|
254
|
|
|
24
|
|
|
278
|
|
|
229
|
|
|
14
|
|
|
243
|
|
Arkansas
|
—
|
|
|
13
|
|
|
13
|
|
|
—
|
|
|
11
|
|
|
11
|
|
Florida
|
281
|
|
|
101
|
|
|
382
|
|
|
274
|
|
|
83
|
|
|
357
|
|
Georgia
|
618
|
|
|
104
|
|
|
722
|
|
|
622
|
|
|
82
|
|
|
704
|
|
Louisiana
|
144
|
|
|
1
|
|
|
145
|
|
|
144
|
|
|
1
|
|
|
145
|
|
Mississippi
|
67
|
|
|
—
|
|
|
67
|
|
|
67
|
|
|
—
|
|
|
67
|
|
Oklahoma
|
92
|
|
|
—
|
|
|
92
|
|
|
92
|
|
|
—
|
|
|
92
|
|
South Carolina
|
18
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|
—
|
|
|
18
|
|
Tennessee
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Texas
|
182
|
|
|
—
|
|
|
182
|
|
|
182
|
|
|
—
|
|
|
182
|
|
|
1,657
|
|
|
243
|
|
|
1,900
|
|
|
1,629
|
|
|
191
|
|
|
1,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pacific Northwest
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oregon
|
61
|
|
|
—
|
|
|
61
|
|
|
61
|
|
|
—
|
|
|
61
|
|
Washington
|
316
|
|
|
1
|
|
|
317
|
|
|
316
|
|
|
1
|
|
|
317
|
|
|
377
|
|
|
1
|
|
|
378
|
|
|
377
|
|
|
1
|
|
|
378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Zealand (a)
|
179
|
|
|
250
|
|
|
429
|
|
|
179
|
|
|
231
|
|
|
410
|
|
Total
|
2,213
|
|
|
494
|
|
|
2,707
|
|
|
2,185
|
|
|
423
|
|
|
2,608
|
|
|
|
|
|
|
(a)
|
Represents legal acres owned and leased by the New Zealand JV, in which Rayonier owns a 77% interest. As of
December 31, 2017
, legal acres in New Zealand were comprised of
293,000
plantable acres and
117,000
non-productive acres.
|
(acres in 000s)
|
Acres Owned
|
|||||||||||||
|
December 31, 2016
|
|
Acquisitions
|
|
Sales
|
|
Other
|
|
December 31, 2017
|
|||||
Southern
|
|
|
|
|
|
|
|
|
|
|||||
Alabama
|
284
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
229
|
|
Florida
|
281
|
|
|
4
|
|
|
(11
|
)
|
|
—
|
|
|
274
|
|
Georgia
|
554
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
622
|
|
Louisiana
|
145
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
144
|
|
Mississippi
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
Oklahoma
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
South Carolina
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
Tennessee
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Texas
|
187
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
182
|
|
|
1,611
|
|
|
90
|
|
|
(72
|
)
|
|
—
|
|
|
1,629
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pacific Northwest
|
|
|
|
|
|
|
|
|
|
|||||
Oregon
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
Washington
|
316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Zealand (a)
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
Total
|
2,167
|
|
|
90
|
|
|
(72
|
)
|
|
—
|
|
|
2,185
|
|
|
|
|
|
|
(a)
|
Represents legal acres owned by the New Zealand JV, in which Rayonier has a 77% interest.
|
(acres in 000s)
|
Acres Leased
|
|||||||||||||
|
December 31, 2016
|
|
New Leases
|
|
Sold/Expired Leases (a)
|
|
Other (b)
|
|
December 31, 2017
|
|||||
Southern
|
|
|
|
|
|
|
|
|
|
|||||
Alabama
|
24
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
14
|
|
Arkansas
|
14
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
11
|
|
Florida
|
92
|
|
|
11
|
|
|
(20
|
)
|
|
—
|
|
|
83
|
|
Georgia
|
107
|
|
|
—
|
|
|
(20
|
)
|
|
(5
|
)
|
|
82
|
|
Louisiana
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
238
|
|
|
11
|
|
|
(53
|
)
|
|
(5
|
)
|
|
191
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pacific Northwest
|
|
|
|
|
|
|
|
|
|
|||||
Washington
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Zealand (c)
|
254
|
|
|
8
|
|
|
(31
|
)
|
|
—
|
|
|
231
|
|
Total
|
493
|
|
|
19
|
|
|
(84
|
)
|
|
(5
|
)
|
|
423
|
|
|
|
|
|
|
(a)
|
Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
|
(b)
|
Includes leased acres purchased by Rayonier and adjustments for land mapping reviews.
|
(c)
|
Represents legal acres leased by the New Zealand JV, in which Rayonier has a 77% interest.
|
|
|
|
|
|
(a)
|
Estimated lease expiration / termination based on the earlier of: (1) the scheduled expiration / termination date, or (2) the estimated year of final harvest before such expiration / termination date.
|
|
|
|
|
|
(a)
|
Represents capitalized and expensed lease payments.
|
(b)
|
The 659-acre lease in the Pacific Northwest expires in 2019 and does not require a lease payment.
|
(c)
|
Excludes lump sum payments.
|
(d)
|
Translated using the year-end foreign exchange rate.
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2017
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$31.91
|
|
|
|
$28.78
|
|
|
|
$0.25
|
|
Third Quarter
|
|
$29.75
|
|
|
|
$27.71
|
|
|
|
$0.25
|
|
Second Quarter
|
|
$29.47
|
|
|
|
$26.85
|
|
|
|
$0.25
|
|
First Quarter
|
|
$29.86
|
|
|
|
$26.54
|
|
|
|
$0.25
|
|
2016
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$28.47
|
|
|
|
$25.24
|
|
|
|
$0.25
|
|
Third Quarter
|
|
$28.16
|
|
|
|
$25.50
|
|
|
|
$0.25
|
|
Second Quarter
|
|
$26.37
|
|
|
|
$24.01
|
|
|
|
$0.25
|
|
First Quarter
|
|
$24.80
|
|
|
|
$17.85
|
|
|
|
$0.25
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total cash dividend per common share
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
Tax characteristics:
|
|
|
|
|
|
||||||
Capital gain
|
100.00
|
%
|
|
100.00
|
%
|
|
90.47
|
%
|
|||
Qualified
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-dividend distribution
|
—
|
|
|
—
|
|
|
9.53
|
%
|
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
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b)
|
||||
October 1 to October 31
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,918,379
|
|
November 1 to November 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,918,379
|
|
December 1 to December 31
|
|
5,608
|
|
|
31.41
|
|
|
—
|
|
|
6,918,379
|
|
|
Total
|
|
5,608
|
|
|
|
|
—
|
|
|
6,918,379
|
|
|
|
|
|
(a)
|
Includes 5,608 shares of the Company’s common stock purchased in December from employees in non-open market transactions. The shares of stock were sold by 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)
|
Maximum number of shares authorized to be purchased as of
December 31, 2017
include 3,778,625 under the 1996 anti-dilutive program.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
Rayonier Inc.
|
$100
|
|
$84
|
|
$79
|
|
$66
|
|
$82
|
|
$101
|
S&P 500
®
Index
|
100
|
|
132
|
|
151
|
|
153
|
|
171
|
|
208
|
S&P
®
Global Timber and Forestry Index
|
100
|
|
117
|
|
118
|
|
107
|
|
118
|
|
155
|
S&P
®
1500 Real Estate Sector Index
1
|
100
|
|
105
|
|
137
|
|
146
|
|
155
|
|
177
|
|
|
|
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
At or For the Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(dollar amounts in millions, except per share data)
|
||||||||||||||||||
Profitability:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales (a)
|
|
$819.6
|
|
|
|
$815.9
|
|
|
|
$568.8
|
|
|
|
$624.0
|
|
|
|
$682.8
|
|
Operating income (a)(b)
|
215.5
|
|
|
255.8
|
|
|
77.8
|
|
|
98.3
|
|
|
108.7
|
|
|||||
Income from continuing operations attributable to Rayonier Inc. (a)(b)
|
148.8
|
|
|
212.0
|
|
|
46.2
|
|
|
55.9
|
|
|
103.9
|
|
|||||
Diluted earnings per common share from continuing operations
|
1.16
|
|
|
1.73
|
|
|
0.37
|
|
|
0.43
|
|
|
0.80
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Condition:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (a)
|
|
$2,858.5
|
|
|
|
$2,685.8
|
|
|
|
$2,315.9
|
|
|
|
$2,449.9
|
|
|
|
$3,680.1
|
|
Total debt (a)
|
1,025.4
|
|
|
1,061.9
|
|
|
830.6
|
|
|
748.3
|
|
|
1,568.8
|
|
|||||
Shareholders’ equity
|
1,693.0
|
|
|
1,496.9
|
|
|
1,361.7
|
|
|
1,575.2
|
|
|
1,755.2
|
|
|||||
Shareholders’ equity — per share
|
13.13
|
|
|
12.18
|
|
|
11.09
|
|
|
12.51
|
|
|
13.90
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$256.3
|
|
|
|
$203.8
|
|
|
|
$177.2
|
|
|
|
$320.4
|
|
|
|
$546.8
|
|
Cash used for investing activities
|
223.2
|
|
|
283.2
|
|
|
166.3
|
|
|
196.7
|
|
|
470.5
|
|
|||||
Cash used for (provided by) for financing activities
|
6.9
|
|
|
(114.4
|
)
|
|
116.5
|
|
|
161.4
|
|
|
157.1
|
|
|||||
Depreciation, depletion and amortization
|
127.6
|
|
|
115.1
|
|
|
113.7
|
|
|
120.0
|
|
|
116.9
|
|
|||||
Cash dividends paid
|
127.1
|
|
|
122.8
|
|
|
124.9
|
|
|
257.5
|
|
|
237.0
|
|
|||||
Dividends paid — per share
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$2.03
|
|
|
|
$1.86
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-GAAP Financial Measures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Southern Timber
|
|
$91.6
|
|
|
|
$92.9
|
|
|
|
$101.0
|
|
|
|
$97.9
|
|
|
|
$87.2
|
|
Pacific Northwest Timber
|
33.1
|
|
|
21.2
|
|
|
21.7
|
|
|
50.8
|
|
|
54.1
|
|
|||||
New Zealand Timber
|
109.0
|
|
|
58.3
|
|
|
33.0
|
|
|
46.0
|
|
|
38.3
|
|
|||||
Real Estate
|
71.6
|
|
|
84.7
|
|
|
70.8
|
|
|
48.4
|
|
|
57.8
|
|
|||||
Trading
|
4.6
|
|
|
2.0
|
|
|
1.2
|
|
|
1.7
|
|
|
1.8
|
|
|||||
Corporate and other
|
(19.4
|
)
|
|
(19.4
|
)
|
|
(19.7
|
)
|
|
(31.3
|
)
|
|
(45.3
|
)
|
|||||
Total Adjusted EBITDA (c)
|
|
$290.5
|
|
|
|
$239.7
|
|
|
|
$208.0
|
|
|
|
$213.5
|
|
|
|
$193.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Timberland and real estate acres — owned, leased, or managed, in millions of acres
|
2.6
|
|
|
2.7
|
|
|
2.7
|
|
|
2.7
|
|
|
2.7
|
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Selected Operating Data:
|
|
|
|
|
|
|
|
|
|
|||||
Timber
|
|
|
|
|
|
|
|
|
|
|||||
Sales volume (thousands of tons)
|
|
|
|
|
|
|
|
|
|
|||||
Southern
|
5,314
|
|
|
5,317
|
|
|
5,492
|
|
|
5,296
|
|
|
5,292
|
|
Pacific Northwest (d)
|
1,247
|
|
|
1,195
|
|
|
1,243
|
|
|
1,664
|
|
|
1,979
|
|
New Zealand Domestic (e)
|
1,300
|
|
|
1,204
|
|
|
1,346
|
|
|
1,462
|
|
|
1,271
|
|
New Zealand Export (e)
|
1,239
|
|
|
1,017
|
|
|
1,065
|
|
|
898
|
|
|
651
|
|
Total Sales Volume
|
9,100
|
|
|
8,733
|
|
|
9,146
|
|
|
9,320
|
|
|
9,193
|
|
Real Estate — acres sold
|
|
|
|
|
|
|
|
|
|
|||||
Improved Development
|
23
|
|
|
47
|
|
|
74
|
|
|
—
|
|
|
45
|
|
Unimproved Development
|
1,449
|
|
|
206
|
|
|
699
|
|
|
852
|
|
|
281
|
|
Rural
|
6,344
|
|
|
6,684
|
|
|
8,754
|
|
|
18,077
|
|
|
13,833
|
|
Non-Strategic / Timberlands
|
16,007
|
|
|
28,743
|
|
|
23,602
|
|
|
6,363
|
|
|
13,360
|
|
Large Dispositions (f)(g)
|
49,599
|
|
|
92,434
|
|
|
—
|
|
|
19,556
|
|
|
149,428
|
|
Total Acres Sold
|
73,422
|
|
|
128,114
|
|
|
33,129
|
|
|
44,848
|
|
|
176,947
|
|
|
|
|
|
|
(a)
|
In April 2013, the Company increased its interest in the New Zealand JV to 65% and began consolidating the New Zealand JV's results of operations and balance sheet.
|
(b)
|
The 2017, 2016 and 2014 results included
$67.0 million
,
$143.9 million
and
$21.4 million
, respectively, related to Large Dispositions. The 2013 results included a
$16.2 million
gain related to the consolidation of the New Zealand JV and
$25.7 million
related to Large Dispositions.
|
(c)
|
Adjusted EBITDA is a non-GAAP financial measure and is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and real estate sold, costs related to shareholder litigation, gain on foreign currency derivatives, costs related to the spin-off of the Performance Fibers business, internal review and restatement costs, Large Dispositions, discontinued operations, and the gain related to the consolidation of the New Zealand joint venture. A reconciliation of Adjusted EBITDA to Operating Income (Loss) and Net Income, respectively, is included in the following pages and
Item 7 — Performance and Liquidity Indicators
.
|
(d)
|
2013 results include sales volumes from New York timberlands.
|
(e)
|
New Zealand sales volume for 2013 includes volumes sold subsequent to the April 2013 consolidation.
|
(f)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value. Sales designated as Large Dispositions are excluded from our calculation of Adjusted EBITDA and CAD.
|
(g)
|
The 2013 results included a fourth quarter sale of approximately 128,000 acres of New York timberlands.
|
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate
and
other
|
|
Total
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income
|
|
$42.2
|
|
|
|
$1.1
|
|
|
|
$72.5
|
|
|
|
$116.0
|
|
|
|
$4.6
|
|
|
|
($20.9
|
)
|
|
|
$215.5
|
|
|
Add:
|
Depreciation, depletion and amortization
|
49.4
|
|
|
32.0
|
|
|
36.4
|
|
|
9.0
|
|
|
—
|
|
|
0.8
|
|
|
127.6
|
|
|||||||
Add:
|
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
0.1
|
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|||||||
Add:
|
Costs related to shareholder litigation (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|||||||
Less:
|
Large Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
(67.0
|
)
|
|
—
|
|
|
—
|
|
|
(67.0
|
)
|
|||||||
Adjusted EBITDA
|
|
$91.6
|
|
|
|
$33.1
|
|
|
|
$109.0
|
|
|
|
$71.6
|
|
|
|
$4.6
|
|
|
|
($19.4
|
)
|
|
|
$290.5
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income (loss)
|
|
$43.1
|
|
|
|
($4.0
|
)
|
|
|
$33.1
|
|
|
|
$202.4
|
|
|
|
$2.0
|
|
|
|
($20.8
|
)
|
|
|
$255.8
|
|
|
Add:
|
Depreciation, depletion and amortization
|
49.8
|
|
|
25.2
|
|
|
23.4
|
|
|
16.3
|
|
|
—
|
|
|
0.4
|
|
|
115.1
|
|
|||||||
Add:
|
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
1.8
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|||||||
Add:
|
Costs related to shareholder litigation (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
2.2
|
|
|||||||
Add:
|
Gain on foreign currency derivatives (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|||||||
Less:
|
Large Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
(143.9
|
)
|
|
—
|
|
|
—
|
|
|
(143.9
|
)
|
|||||||
Adjusted EBITDA
|
|
$92.9
|
|
|
|
$21.2
|
|
|
|
$58.3
|
|
|
|
$84.7
|
|
|
|
$2.0
|
|
|
|
($19.4
|
)
|
|
|
$239.7
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income
|
|
$46.7
|
|
|
|
$6.9
|
|
|
|
$2.8
|
|
|
|
$44.3
|
|
|
|
$1.2
|
|
|
|
($24.1
|
)
|
|
|
$77.8
|
|
|
Less:
|
Non-operating expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||
Add:
|
Depreciation, depletion and amortization
|
54.3
|
|
|
14.8
|
|
|
29.7
|
|
|
14.5
|
|
|
—
|
|
|
0.4
|
|
|
113.7
|
|
|||||||
Add:
|
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
0.5
|
|
|
12.0
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|||||||
Less:
|
Costs related to shareholder litigation (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
|||||||
Adjusted EBITDA
|
|
$101.0
|
|
|
|
$21.7
|
|
|
|
$33.0
|
|
|
|
$70.8
|
|
|
|
$1.2
|
|
|
|
($19.7
|
)
|
|
|
$208.0
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income
|
|
$45.7
|
|
|
|
$29.5
|
|
|
|
$9.5
|
|
|
|
$47.5
|
|
|
|
$1.7
|
|
|
|
($35.6
|
)
|
|
|
$98.3
|
|
|
Add:
|
Depreciation, depletion and amortization
|
52.2
|
|
|
21.3
|
|
|
32.2
|
|
|
13.4
|
|
|
—
|
|
|
0.9
|
|
|
120.0
|
|
|||||||
Add:
|
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
4.3
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
|||||||
Less:
|
Large Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
|||||||
Less:
|
Internal review and restatement costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
3.4
|
|
|||||||
Adjusted EBITDA
|
|
$97.9
|
|
|
|
$50.8
|
|
|
|
$46.0
|
|
|
|
$48.4
|
|
|
|
$1.7
|
|
|
|
($31.3
|
)
|
|
|
$213.5
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income
|
|
$37.8
|
|
|
|
$32.7
|
|
|
|
$10.6
|
|
|
|
$55.9
|
|
|
|
$1.8
|
|
|
|
($30.1
|
)
|
|
|
$108.7
|
|
|
Add:
|
Depreciation, depletion and amortization
|
49.4
|
|
|
21.4
|
|
|
27.7
|
|
|
17.4
|
|
|
—
|
|
|
1.0
|
|
|
116.9
|
|
|||||||
Add:
|
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|||||||
Less:
|
Large Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.7
|
)
|
|
—
|
|
|
—
|
|
|
(25.7
|
)
|
|||||||
Less:
|
Gain related to consolidation of New Zealand JV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
(16.2
|
)
|
|||||||
Adjusted EBITDA
|
|
$87.2
|
|
|
|
$54.1
|
|
|
|
$38.3
|
|
|
|
$57.8
|
|
|
|
$1.8
|
|
|
|
($45.3
|
)
|
|
|
$193.9
|
|
|
|
|
|
|
(a)
|
Costs related to shareholder litigation include expenses incurred as a result of the securities litigation and the shareholder derivative demands. See
Note 10 — Contingencies
. In addition, these costs include the costs associated with the Company’s response to a subpoena it received from the SEC in November 2014. In July 2016, the Division of Enforcement of the SEC notified the Company that it had concluded its investigation into the Company.
|
(b)
|
The Company used foreign exchange derivatives to mitigate the risk of fluctuations in foreign exchange rates while awaiting the planned capital contribution to the New Zealand JV.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Financial Information (in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Sales
|
|
|
|
|
|
||||||
Southern Timber
|
|
$144.5
|
|
|
|
$151.2
|
|
|
|
$157.8
|
|
Pacific Northwest Timber
|
91.9
|
|
|
77.8
|
|
|
80.2
|
|
|||
New Zealand Timber
|
247.6
|
|
|
177.8
|
|
|
162.8
|
|
|||
Real Estate
|
|
|
|
|
|
||||||
Improved Development
|
6.3
|
|
|
1.7
|
|
|
2.6
|
|
|||
Unimproved Development
|
16.4
|
|
|
5.5
|
|
|
6.4
|
|
|||
Rural
|
18.6
|
|
|
18.8
|
|
|
22.7
|
|
|||
Non-Strategic / Timberlands
|
46.3
|
|
|
66.1
|
|
|
54.8
|
|
|||
Large Dispositions
|
95.4
|
|
|
207.3
|
|
|
—
|
|
|||
Total Real Estate
|
183.0
|
|
|
299.4
|
|
|
86.5
|
|
|||
Trading
|
152.6
|
|
|
109.7
|
|
|
81.5
|
|
|||
Total Sales
|
|
$819.6
|
|
|
|
$815.9
|
|
|
|
$568.8
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
|
|
|
|
||||||
Southern Timber
|
|
$42.2
|
|
|
|
$43.1
|
|
|
|
$46.7
|
|
Pacific Northwest Timber
|
1.1
|
|
|
(4.0
|
)
|
|
6.9
|
|
|||
New Zealand Timber
|
72.5
|
|
|
33.1
|
|
|
2.8
|
|
|||
Real Estate (a)
|
116.0
|
|
|
202.4
|
|
|
44.3
|
|
|||
Trading
|
4.6
|
|
|
2.0
|
|
|
1.2
|
|
|||
Corporate and other
|
(20.9
|
)
|
|
(20.8
|
)
|
|
(24.1
|
)
|
|||
Operating Income
|
215.5
|
|
|
255.8
|
|
|
77.8
|
|
|||
Interest Expense
|
(34.1
|
)
|
|
(32.2
|
)
|
|
(31.7
|
)
|
|||
Interest/Other Income (Expense)
|
1.9
|
|
|
(0.8
|
)
|
|
(3.0
|
)
|
|||
Income Tax (Expense) Benefit
|
(21.8
|
)
|
|
(5.0
|
)
|
|
0.8
|
|
|||
Net Income (a)
|
161.5
|
|
|
217.8
|
|
|
43.9
|
|
|||
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
12.7
|
|
|
5.8
|
|
|
(2.3
|
)
|
|||
Net Income Attributable to Rayonier Inc. (a)
|
|
$148.8
|
|
|
|
$212.0
|
|
|
|
$46.2
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA (b)
|
|
|
|
|
|
||||||
Southern Timber
|
|
$91.6
|
|
|
|
$92.9
|
|
|
|
$101.0
|
|
Pacific Northwest Timber
|
33.1
|
|
|
21.2
|
|
|
21.7
|
|
|||
New Zealand Timber
|
109.0
|
|
|
58.3
|
|
|
33.0
|
|
|||
Real Estate
|
71.6
|
|
|
84.7
|
|
|
70.8
|
|
|||
Trading
|
4.6
|
|
|
2.0
|
|
|
1.2
|
|
|||
Corporate and other
|
(19.4
|
)
|
|
(19.4
|
)
|
|
(19.7
|
)
|
|||
Total Adjusted EBITDA (b)
|
|
$290.5
|
|
|
|
$239.7
|
|
|
|
$208.0
|
|
|
|
|
|
|
(a)
|
The 2017 and 2016 results included
$67.0 million
and
$143.9 million
related to Large Dispositions, respectively.
|
(b)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled at
Item 6 — Selected Financial Data
.
|
Southern Timber Overview
|
2017
|
|
2016
|
|
2015
|
||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
||||||
Pine Pulpwood
|
3,103
|
|
|
3,376
|
|
|
3,614
|
|
|||
Pine Sawtimber
|
1,933
|
|
|
1,587
|
|
|
1,581
|
|
|||
Total Pine Volume
|
5,036
|
|
|
4,963
|
|
|
5,195
|
|
|||
Hardwood
|
278
|
|
|
354
|
|
|
297
|
|
|||
Total Volume
|
5,314
|
|
|
5,317
|
|
|
5,492
|
|
|||
|
|
|
|
|
|
||||||
Percentage Delivered Sales
|
22
|
%
|
|
27
|
%
|
|
27
|
%
|
|||
Percentage Stumpage Sales
|
78
|
%
|
|
73
|
%
|
|
73
|
%
|
|||
|
|
|
|
|
|
||||||
Net Stumpage Prices (dollars per ton)
|
|
|
|
|
|
||||||
Pine Pulpwood
|
|
$16.14
|
|
|
|
$17.76
|
|
|
|
$18.13
|
|
Pine Sawtimber
|
25.64
|
|
|
26.76
|
|
|
27.62
|
|
|||
Weighted Average Pine
|
|
$19.79
|
|
|
|
$20.64
|
|
|
|
$21.01
|
|
Hardwood
|
12.58
|
|
|
13.91
|
|
|
14.65
|
|
|||
Weighted Average Total
|
|
$19.41
|
|
|
|
$20.18
|
|
|
|
$20.66
|
|
|
|
|
|
|
|
||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
||||||
Sales
|
|
$122.6
|
|
|
|
$132.9
|
|
|
|
$139.1
|
|
Less: Cut and Haul
|
(19.5
|
)
|
|
(25.6
|
)
|
|
(25.7
|
)
|
|||
Net Stumpage Sales
|
|
$103.1
|
|
|
|
$107.3
|
|
|
|
$113.4
|
|
|
|
|
|
|
|
||||||
Non-Timber Sales
|
|
$21.9
|
|
|
|
$18.3
|
|
|
|
$18.7
|
|
Total Sales
|
|
$144.5
|
|
|
|
$151.2
|
|
|
|
$157.8
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
$42.2
|
|
|
|
$43.1
|
|
|
|
$46.7
|
|
(+) Depreciation, depletion and amortization
|
49.4
|
|
|
49.8
|
|
|
54.3
|
|
|||
Adjusted EBITDA (a)
|
|
$91.6
|
|
|
|
$92.9
|
|
|
|
$101.0
|
|
|
|
|
|
|
|
||||||
Other Data
|
|
|
|
|
|
||||||
Year-End Acres (in thousands)
|
1,820
|
|
|
1,849
|
|
|
1,876
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled at
Item 6 — Selected Financial Data
.
|
Pacific Northwest Timber Overview
|
2017
|
|
2016
|
|
2015
|
||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
||||||
Pulpwood
|
276
|
|
|
319
|
|
|
308
|
|
|||
Sawtimber
|
971
|
|
|
876
|
|
|
935
|
|
|||
Total Volume
|
1,247
|
|
|
1,195
|
|
|
1,243
|
|
|||
|
|
|
|
|
|
||||||
Sales Volume (converted to MBF)
|
|
|
|
|
|
||||||
Pulpwood
|
25,973
|
|
|
30,200
|
|
|
29,208
|
|
|||
Sawtimber
|
125,577
|
|
|
114,091
|
|
|
120,932
|
|
|||
Total Volume
|
151,550
|
|
|
144,291
|
|
|
150,140
|
|
|||
|
|
|
|
|
|
||||||
Percentage Delivered Sales
|
83
|
%
|
|
91
|
%
|
|
88
|
%
|
|||
Percentage Sawtimber Sales
|
78
|
%
|
|
73
|
%
|
|
75
|
%
|
|||
|
|
|
|
|
|
||||||
Delivered Log Prices (in dollars per ton)
|
|
|
|
|
|
||||||
Pulpwood
|
|
$40.62
|
|
|
|
$41.97
|
|
|
|
$44.61
|
|
Sawtimber
|
84.55
|
|
|
73.44
|
|
|
72.13
|
|
|||
Weighted Average Log Price
|
|
$73.89
|
|
|
|
$64.68
|
|
|
|
$64.83
|
|
|
|
|
|
|
|
||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
||||||
Sales
|
|
$88.7
|
|
|
|
$75.2
|
|
|
|
$76.5
|
|
Less: Cut and Haul
|
(36.7
|
)
|
|
(34.7
|
)
|
|
(35.4
|
)
|
|||
Net Stumpage Sales
|
|
$52.0
|
|
|
|
$40.5
|
|
|
|
$41.1
|
|
|
|
|
|
|
|
||||||
Non-Timber Sales
|
|
$3.2
|
|
|
|
$2.6
|
|
|
|
$3.7
|
|
Total Sales
|
|
$91.9
|
|
|
|
$77.8
|
|
|
|
$80.2
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
$1.1
|
|
|
|
($4.0
|
)
|
|
|
$6.9
|
|
(+) Depreciation, depletion and amortization
|
32.0
|
|
|
25.2
|
|
|
14.8
|
|
|||
Adjusted EBITDA (a)
|
|
$33.1
|
|
|
|
$21.2
|
|
|
|
$21.7
|
|
|
|
|
|
|
|
||||||
Other Data
|
|
|
|
|
|
||||||
Year-End Acres (in thousands)
|
378
|
|
|
378
|
|
|
373
|
|
|||
Sawtimber (in dollars per MBF) (b)
|
|
$665
|
|
|
|
$566
|
|
|
|
$565
|
|
Estimated Percentage of Export Volume
|
26
|
%
|
|
24
|
%
|
|
22
|
%
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled at
Item 6 — Selected Financial Data
.
|
(b)
|
Delivered sawtimber excluding chip-n-saw.
|
New Zealand Timber Overview
|
2017
|
|
2016
|
|
2015
|
||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
||||||
Domestic Pulpwood (Delivered)
|
448
|
|
|
374
|
|
|
434
|
|
|||
Domestic Sawtimber (Delivered)
|
852
|
|
|
820
|
|
|
684
|
|
|||
Export Pulpwood (Delivered)
|
106
|
|
|
85
|
|
|
83
|
|
|||
Export Sawtimber (Delivered)
|
1,133
|
|
|
932
|
|
|
982
|
|
|||
Stumpage
|
—
|
|
|
10
|
|
|
228
|
|
|||
Total Volume
|
2,539
|
|
|
2,221
|
|
|
2,412
|
|
|||
|
|
|
|
|
|
||||||
Delivered Log Prices (in dollars per ton)
|
|
|
|
|
|
||||||
Domestic Pulpwood
|
|
$33.84
|
|
|
|
$31.75
|
|
|
|
$32.00
|
|
Domestic Sawtimber
|
|
$81.12
|
|
|
|
$72.68
|
|
|
|
$64.05
|
|
Export Sawtimber
|
|
$112.74
|
|
|
|
$98.32
|
|
|
|
$88.59
|
|
|
|
|
|
|
|
||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
||||||
Sales
|
|
$222.5
|
|
|
|
$170.7
|
|
|
|
$155.7
|
|
Less: Cut and Haul
|
(80.6
|
)
|
|
(70.9
|
)
|
|
(71.5
|
)
|
|||
Less: Port and Freight Costs
|
(39.7
|
)
|
|
(28.0
|
)
|
|
(32.0
|
)
|
|||
Net Stumpage Sales
|
|
$102.2
|
|
|
|
$71.8
|
|
|
|
$52.2
|
|
|
|
|
|
|
|
||||||
Land / Other Sales
|
|
$24.3
|
|
|
|
$1.8
|
|
|
|
$5.9
|
|
Non-Timber Sales / Carbon Credits
|
0.8
|
|
|
5.3
|
|
|
1.2
|
|
|||
Total Sales
|
|
$247.6
|
|
|
|
$177.8
|
|
|
|
$162.8
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
$72.5
|
|
|
|
$33.1
|
|
|
|
$2.8
|
|
(+) Depreciation, depletion and amortization
|
36.4
|
|
|
23.4
|
|
|
29.7
|
|
|||
(+) Non-cash cost of land sold
|
0.1
|
|
|
1.8
|
|
|
0.5
|
|
|||
Adjusted EBITDA (a)
|
|
$109.0
|
|
|
|
$58.3
|
|
|
|
$33.0
|
|
|
|
|
|
|
|
||||||
Other Data
|
|
|
|
|
|
||||||
New Zealand Dollar to U.S. Dollar Exchange Rate (b)
|
0.7108
|
|
|
0.6971
|
|
|
0.7031
|
|
|||
Net Plantable Year-End Acres (in thousands)
|
293
|
|
|
299
|
|
|
299
|
|
|||
Export Sawtimber (in dollars per JAS m3)
|
|
$131.08
|
|
|
|
$114.27
|
|
|
|
$103.49
|
|
Domestic Sawtimber (in $NZD per tonne)
|
|
$125.43
|
|
|
|
$114.54
|
|
|
|
$100.47
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled at
Item 6 — Selected Financial Data
.
|
(b)
|
Represents the average of the month-end exchange rates for each year.
|
Real Estate Overview
|
2017
|
|
2016
|
|
2015
|
||||||
Sales (in millions of dollars)
|
|
|
|
|
|
||||||
Improved Development (a)
|
|
$6.3
|
|
|
|
$1.7
|
|
|
|
$2.6
|
|
Unimproved Development
|
16.4
|
|
|
5.5
|
|
|
6.4
|
|
|||
Rural
|
18.6
|
|
|
18.8
|
|
|
22.7
|
|
|||
Non-Strategic / Timberlands
|
46.3
|
|
|
66.1
|
|
|
54.8
|
|
|||
Large Dispositions (b)
|
95.4
|
|
|
207.3
|
|
|
—
|
|
|||
Total Sales
|
|
$183.0
|
|
|
|
$299.4
|
|
|
|
$86.5
|
|
|
|
|
|
|
|
||||||
Acres Sold
|
|
|
|
|
|
||||||
Improved Development (a)
|
23
|
|
|
47
|
|
|
74
|
|
|||
Unimproved Development
|
1,449
|
|
|
206
|
|
|
699
|
|
|||
Rural
|
6,344
|
|
|
6,684
|
|
|
8,754
|
|
|||
Non-Strategic / Timberlands
|
16,007
|
|
|
28,743
|
|
|
23,602
|
|
|||
Large Dispositions (b)
|
49,599
|
|
|
92,434
|
|
|
—
|
|
|||
Total Acres Sold
|
73,422
|
|
|
128,114
|
|
|
33,130
|
|
|||
|
|
|
|
|
|
||||||
Price per Acre (dollars per acre)
|
|
|
|
|
|
||||||
Improved Development (a)
|
|
$296,550
|
|
|
|
$37,353
|
|
|
|
$35,131
|
|
Unimproved Development
|
11,318
|
|
|
26,959
|
|
|
9,148
|
|
|||
Rural
|
2,937
|
|
|
2,794
|
|
|
2,588
|
|
|||
Non-Strategic / Timberlands
|
2,891
|
|
|
2,301
|
|
|
2,324
|
|
|||
Large Dispositions (b)
|
1,922
|
|
|
2,242
|
|
|
—
|
|
|||
Weighted Average (Total) (c)
|
|
$3,702
|
|
|
|
$2,581
|
|
|
|
$2,611
|
|
Weighted Average (Adjusted) (d)
|
|
$3,417
|
|
|
|
$2,536
|
|
|
|
$2,538
|
|
|
|
|
|
|
|
||||||
Total Sales (Excluding Large Dispositions)
|
|
$87.6
|
|
|
|
$92.1
|
|
|
|
$86.5
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
$116.0
|
|
|
|
$202.4
|
|
|
|
$44.3
|
|
(+) Depreciation, depletion and amortization
|
9.0
|
|
|
16.3
|
|
|
14.5
|
|
|||
(+) Non-cash cost of land and improved development
|
13.6
|
|
|
9.9
|
|
|
12.0
|
|
|||
(–) Large Dispositions (b)
|
(67.0
|
)
|
|
(143.9
|
)
|
|
—
|
|
|||
Adjusted EBITDA (e)
|
|
$71.6
|
|
|
|
$84.7
|
|
|
|
$70.8
|
|
|
|
|
|
|
(a)
|
Reflects land with capital invested in infrastructure improvements. Sales for the year ended December 31, 2017 are presented net of $0.6 million of deferred revenue adjustments due to remaining performance obligations. Price per acre is calculated on gross sales of
$6.9 million
for the year ended December 31, 2017.
|
(b)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value. In 2017, the Company completed two dispositions of approximately 50,000 total acres. In January 2017, the Company completed a disposition of approximately 25,000 acres of timberland located in Alabama for a sales price and gain of approximately $42.0 million and $28.2 million, respectively. In December 2017, the Company completed a second disposition of approximately 25,000 acres of timberland located in Alabama for a sales price and gain of approximately $53.4 million and $38.8 million, respectively. In 2016, the Company completed two dispositions of approximately 92,000 total acres for a combined sales price and gain of approximately $207.3 million and $143.9 million, respectively.
|
(c)
|
Excludes Large Dispositions.
|
(d)
|
Excludes Improved Development and Large Dispositions.
|
(e)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled at
Item 6 — Selected Financial Data
.
|
Capital Expenditures By Segment
|
2017
|
|
2016
|
|
2015
|
||||||
Timber Capital Expenditures (in millions of dollars)
|
|
|
|
|
|
||||||
Southern Timber
|
|
|
|
|
|
||||||
Reforestation, silvicultural and other capital expenditures
|
|
$17.9
|
|
|
|
$19.2
|
|
|
|
$17.7
|
|
Property taxes
|
8.1
|
|
|
5.0
|
|
|
5.9
|
|
|||
Lease payments
|
4.8
|
|
|
5.2
|
|
|
5.7
|
|
|||
Allocated overhead
|
3.7
|
|
|
4.2
|
|
|
3.9
|
|
|||
Subtotal Southern Timber
|
|
$34.5
|
|
|
|
$33.6
|
|
|
|
$33.2
|
|
Pacific Northwest Timber
|
|
|
|
|
|
||||||
Reforestation, silvicultural and other capital expenditures
|
7.3
|
|
|
5.8
|
|
|
6.2
|
|
|||
Property taxes
|
0.9
|
|
|
0.7
|
|
|
0.5
|
|
|||
Allocated overhead
|
2.0
|
|
|
1.5
|
|
|
1.8
|
|
|||
Subtotal Pacific Northwest Timber
|
|
$10.2
|
|
|
|
$8.0
|
|
|
|
$8.5
|
|
New Zealand Timber
|
|
|
|
|
|
||||||
Reforestation, silvicultural and other capital expenditures
|
9.1
|
|
|
8.6
|
|
|
8.0
|
|
|||
Property taxes
|
0.7
|
|
|
0.6
|
|
|
0.7
|
|
|||
Lease payments
|
4.4
|
|
|
4.2
|
|
|
4.1
|
|
|||
Allocated overhead
|
2.9
|
|
|
2.6
|
|
|
2.4
|
|
|||
Subtotal New Zealand Timber
|
|
$17.1
|
|
|
|
$16.0
|
|
|
|
$15.2
|
|
Total Timber Segments Capital Expenditures
|
|
$61.8
|
|
|
|
$57.6
|
|
|
|
$56.9
|
|
Real Estate
|
1.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Corporate
|
2.2
|
|
|
0.8
|
|
|
0.1
|
|
|||
Total Capital Expenditures
|
|
$65.3
|
|
|
|
$58.7
|
|
|
|
$57.3
|
|
|
|
|
|
|
|
||||||
Timberland Acquisitions
|
|
|
|
|
|
||||||
Southern Timber
|
|
$220.0
|
|
|
|
$104.0
|
|
|
|
$54.4
|
|
Pacific Northwest Timber
|
1.5
|
|
|
262.5
|
|
|
34.1
|
|
|||
New Zealand Timber
|
21.4
|
|
|
—
|
|
|
9.9
|
|
|||
Total Timberland Acquisitions
|
|
$242.9
|
|
|
|
$366.5
|
|
|
|
$98.4
|
|
|
|
|
|
|
|
||||||
Real Estate Development Investments
|
|
$15.8
|
|
|
|
$8.7
|
|
|
|
$2.7
|
|
Rayonier Office Building
|
|
$6.1
|
|
|
|
$6.3
|
|
|
|
$0.9
|
|
Sales
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Total
|
||||||||||||
2016
|
|
|
$151.2
|
|
|
|
$77.8
|
|
|
|
$177.8
|
|
|
|
$299.4
|
|
|
|
$109.7
|
|
|
|
$815.9
|
|
Volume/Mix
|
|
(0.1
|
)
|
|
1.8
|
|
|
24.6
|
|
|
(30.6
|
)
|
|
25.5
|
|
|
21.2
|
|
||||||
Price
|
|
(4.2
|
)
|
|
9.7
|
|
|
26.3
|
|
|
26.7
|
|
|
17.4
|
|
|
75.9
|
|
||||||
Non-timber sales
|
|
3.6
|
|
|
0.6
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Other
|
|
(6.0
|
)
|
(b)
|
2.0
|
|
(b)
|
22.5
|
|
(c)
|
(112.5
|
)
|
(d)
|
—
|
|
|
(94.0
|
)
|
||||||
2017
|
|
|
$144.5
|
|
|
|
$91.9
|
|
|
|
$247.6
|
|
|
|
$183.0
|
|
|
|
$152.6
|
|
|
|
$819.6
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
Includes variance due to stumpage versus delivered sales.
|
(c)
|
New Zealand Timber includes $24.3 million of timberland sales in 2017, offset by $1.8 million of timberland sales in 2016.
|
(d)
|
Real Estate included
$95.4 million
of sales from Large Dispositions in 2017, offset by
$207.3 million
of sales from Large Dispositions in 2016 and $0.6 million of deferred revenue in 2017.
|
Operating Income
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
2016
|
|
|
$43.1
|
|
|
|
($4.0
|
)
|
|
|
$33.1
|
|
|
|
$202.4
|
|
|
|
$2.0
|
|
|
|
($20.8
|
)
|
|
|
$255.8
|
|
Volume/Mix
|
|
(0.2
|
)
|
|
0.4
|
|
|
7.2
|
|
|
(21.6
|
)
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
|||||||
Price
|
|
(4.2
|
)
|
|
9.7
|
|
|
20.3
|
|
|
26.7
|
|
|
—
|
|
|
—
|
|
|
52.5
|
|
|||||||
Cost
|
|
0.6
|
|
|
0.3
|
|
|
(1.2
|
)
|
|
(0.3
|
)
|
|
2.6
|
|
|
0.3
|
|
|
2.3
|
|
|||||||
Non-timber income
|
|
2.4
|
|
|
0.4
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||||
Depreciation, depletion & amortization
|
|
0.5
|
|
|
(5.7
|
)
|
|
(0.5
|
)
|
|
2.0
|
|
|
—
|
|
|
(0.4
|
)
|
|
(4.1
|
)
|
|||||||
Non-cash cost of land and improved development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
15.2
|
|
(b)
|
(86.2
|
)
|
(c)
|
—
|
|
|
—
|
|
|
(71.0
|
)
|
|||||||
2017
|
|
|
$42.2
|
|
|
|
$1.1
|
|
|
|
$72.5
|
|
|
|
$116.0
|
|
|
|
$4.6
|
|
|
|
($20.9
|
)
|
|
|
$215.5
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
New Zealand Timber includes $14.8 million from timberland sales in 2017 and $0.4 million from a settlement received in 2017.
|
(c)
|
Real Estate includes
$67.0
million of operating income from two Large Dispositions in 2017, offset by $0.6 million of deferred revenue in 2017,
$143.9
million of operating income from Large Dispositions in 2016 and receipt of $8.7 million in deferred payments with respect to prior land sales.
|
Adjusted EBITDA (a)
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
2016
|
|
|
$92.9
|
|
|
|
$21.2
|
|
|
|
$58.3
|
|
|
|
$84.7
|
|
|
|
$2.0
|
|
|
|
($19.4
|
)
|
|
|
$239.7
|
|
Volume/Mix
|
|
(0.1
|
)
|
|
1.5
|
|
|
10.3
|
|
|
(30.1
|
)
|
|
—
|
|
|
—
|
|
|
(18.4
|
)
|
|||||||
Price
|
|
(4.2
|
)
|
|
9.7
|
|
|
20.3
|
|
|
26.7
|
|
|
—
|
|
|
—
|
|
|
52.5
|
|
|||||||
Cost
|
|
0.6
|
|
|
0.3
|
|
|
(1.2
|
)
|
|
(0.3
|
)
|
|
2.6
|
|
|
—
|
|
|
2.0
|
|
|||||||
Non-timber income
|
|
2.4
|
|
|
0.4
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||||
Foreign exchange (b)
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
22.4
|
|
(c)
|
(9.4
|
)
|
(d)
|
—
|
|
|
—
|
|
|
13.0
|
|
|||||||
2017
|
|
|
$91.6
|
|
|
|
$33.1
|
|
|
|
$109.0
|
|
|
|
$71.6
|
|
|
|
$4.6
|
|
|
|
($19.4
|
)
|
|
|
$290.5
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled at
Item 6 — Selected Financial Data
.
|
(b)
|
Net of currency hedging impact.
|
(c)
|
New Zealand Timber includes $24.3 million of timberland sold in 2017 less cash costs of $0.5 million and $0.4 million of operating income from a settlement received in 2017, offset by $1.8 million of timberland sold in 2016.
|
(d)
|
Real Estate includes $0.6 million of deferred revenue in 2017 and receipt of $8.7 million in deferred payments in 2016 with respect to prior land sales.
|
Sales
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Total
|
||||||||||||
2015
|
|
|
$157.8
|
|
|
|
$80.2
|
|
|
|
$162.8
|
|
|
|
$86.5
|
|
|
|
$81.5
|
|
|
|
$568.8
|
|
Volume/Mix
|
|
(4.1
|
)
|
|
(1.9
|
)
|
|
(2.0
|
)
|
|
6.7
|
|
|
18.3
|
|
|
17.0
|
|
||||||
Price
|
|
(2.1
|
)
|
|
0.6
|
|
|
17.7
|
|
|
(1.1
|
)
|
|
9.5
|
|
|
24.6
|
|
||||||
Non-timber sales
|
|
(0.4
|
)
|
|
(1.1
|
)
|
|
4.1
|
|
|
—
|
|
|
1.1
|
|
|
3.7
|
|
||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Other (b)
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
207.3
|
|
|
(0.7
|
)
|
|
202.4
|
|
||||||
2016
|
|
|
$151.2
|
|
|
|
$77.8
|
|
|
|
$177.8
|
|
|
|
$299.4
|
|
|
|
$109.7
|
|
|
|
$815.9
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
Real Estate included $207.3 million of sales from two Large Dispositions.
|
Operating Income
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
2015
|
|
|
$46.7
|
|
|
|
$6.9
|
|
|
|
$2.8
|
|
|
|
$44.3
|
|
|
|
$1.2
|
|
|
|
($24.1
|
)
|
|
|
$77.8
|
|
Volume/Mix
|
|
(1.7
|
)
|
|
(0.7
|
)
|
|
(2.3
|
)
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||||
Price
|
|
(2.5
|
)
|
|
1.0
|
|
|
23.6
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
21.0
|
|
|||||||
Cost
|
|
(1.5
|
)
|
|
0.9
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
0.8
|
|
|
3.4
|
|
|
3.1
|
|
|||||||
Non-timber income
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|||||||
Depreciation, depletion & amortization
|
|
2.6
|
|
|
(11.0
|
)
|
|
0.3
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(8.9
|
)
|
|||||||
Non-cash cost of land and real estate sold
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||||
Other (b)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
152.6
|
|
|
—
|
|
|
—
|
|
|
152.7
|
|
|||||||
2016
|
|
|
$43.1
|
|
|
|
($4.0
|
)
|
|
|
$33.1
|
|
|
|
$202.4
|
|
|
|
$2.0
|
|
|
|
($20.8
|
)
|
|
|
$255.8
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
Real Estate included $143.9 million of operating income from Large Dispositions and receipt of $8.7 million in deferred payments with respect to prior land sales.
|
Adjusted EBITDA (a)
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
2015
|
|
|
$101.0
|
|
|
|
$21.7
|
|
|
|
$33.0
|
|
|
|
$70.8
|
|
|
|
$1.2
|
|
|
|
($19.7
|
)
|
|
|
$208.0
|
|
Volume/Mix
|
|
(3.6
|
)
|
|
(1.3
|
)
|
|
(4.1
|
)
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||||||
Price
|
|
(2.5
|
)
|
|
1.0
|
|
|
23.6
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
21.0
|
|
|||||||
Cost
|
|
(1.5
|
)
|
|
0.9
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
0.8
|
|
|
0.3
|
|
|
—
|
|
|||||||
Non-timber income
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||||
Foreign exchange (b)
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||||
2016
|
|
|
$92.9
|
|
|
|
$21.2
|
|
|
|
$58.3
|
|
|
|
$84.7
|
|
|
|
$2.0
|
|
|
|
($19.4
|
)
|
|
|
$239.7
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled at
Item 6 — Selected Financial Data
.
|
(b)
|
Net of currency hedging impact.
|
|
As of December 31,
|
||||||||||
(in millions of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash and cash equivalents
|
|
$112.7
|
|
|
|
$85.9
|
|
|
|
$51.8
|
|
Total debt (a)
|
1,028.4
|
|
|
1,065.5
|
|
|
833.9
|
|
|||
Shareholders’ equity
|
1,693.0
|
|
|
1,496.9
|
|
|
1,361.7
|
|
|||
Adjusted EBITDA (b)
|
290.5
|
|
|
239.7
|
|
|
208.0
|
|
|||
Total capitalization (total debt plus equity)
|
2,721.4
|
|
|
2,562.4
|
|
|
2,195.6
|
|
|||
Debt to capital ratio
|
38
|
%
|
|
42
|
%
|
|
38
|
%
|
|||
Debt to Adjusted EBITDA (b)
|
3.5
|
|
|
4.4
|
|
|
4.0
|
|
|||
Net debt to Adjusted EBITDA (b)
|
3.2
|
|
|
4.1
|
|
|
3.8
|
|
|||
Net debt to enterprise value (c)
|
18
|
%
|
|
23
|
%
|
|
22
|
%
|
|
|
|
|
|
(a)
|
Total debt as of December 31, 2017, 2016 and 2015 is presented gross of deferred financing costs of $3.0 million, $3.6 million and $3.3 million, respectively.
|
(b)
|
For a reconciliation of Adjusted EBITDA to net income see
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Performance and Liquidity Indicators
.
|
(c)
|
Enterprise value is calculated as the number of shares outstanding multiplied by the Company’s share price, plus net debt, at
December 31, 2017
.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
|
$256.3
|
|
|
|
$203.8
|
|
|
|
$177.2
|
|
Investing activities
|
(223.2
|
)
|
|
(283.2
|
)
|
|
(166.3
|
)
|
|||
Financing activities
|
(6.9
|
)
|
|
114.4
|
|
|
(116.5
|
)
|
|||
Effect of exchange rate changes on cash
|
0.5
|
|
|
(0.9
|
)
|
|
(4.2
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
$26.7
|
|
|
|
$34.1
|
|
|
|
($109.8
|
)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net Income to Adjusted EBITDA Reconciliation
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
|
$161.5
|
|
|
|
$217.8
|
|
|
|
$43.9
|
|
|
|
$97.8
|
|
|
|
$373.8
|
|
Interest, net, continuing operations
|
32.2
|
|
|
33.0
|
|
|
34.7
|
|
|
49.7
|
|
|
38.5
|
|
|||||
Income tax expense (benefit), continuing operations
|
21.8
|
|
|
5.0
|
|
|
(0.9
|
)
|
|
(9.6
|
)
|
|
(35.7
|
)
|
|||||
Depreciation, depletion and amortization
|
127.6
|
|
|
115.1
|
|
|
113.7
|
|
|
120.0
|
|
|
116.9
|
|
|||||
Non-cash cost of land and improved development
|
13.7
|
|
|
11.7
|
|
|
12.5
|
|
|
13.2
|
|
|
10.2
|
|
|||||
Costs related to shareholder litigation (a)
|
0.7
|
|
|
2.2
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|||||
Gain on foreign currency derivatives (b)
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Large Dispositions (c)
|
(67.0
|
)
|
|
(143.9
|
)
|
|
—
|
|
|
(21.4
|
)
|
|
(25.7
|
)
|
|||||
Cost related to spin-off of Performance Fibers
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|||||
Internal review and restatement costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|||||
Gain related to consolidation of New Zealand JV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|||||
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(43.4
|
)
|
|
(267.9
|
)
|
|||||
Adjusted EBITDA
|
|
$290.5
|
|
|
|
$239.7
|
|
|
|
$208.0
|
|
|
|
$213.5
|
|
|
|
$193.9
|
|
|
|
|
|
|
(a)
|
Costs related to shareholder litigation include expenses incurred as a result of the securities litigation and the shareholder derivative demands. See
Note 10 — Contingencies
. In addition, these costs include the costs associated with the Company’s response to a subpoena it received from the SEC in November 2014. In July 2016, the Division of Enforcement of the SEC notified the Company that it had concluded its investigation into the Company.
|
(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 a demonstrable premium relative to timberland value.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Cash provided by operating activities
|
|
$256.3
|
|
|
|
$203.8
|
|
|
|
$177.2
|
|
|
|
$320.4
|
|
|
|
$546.8
|
|
Capital expenditures from continuing operations (a)
|
(65.3
|
)
|
|
(58.7
|
)
|
|
(57.3
|
)
|
|
(63.7
|
)
|
|
(63.2
|
)
|
|||||
Large Dispositions (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
|
(79.7
|
)
|
|||||
Cash flow from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.4
|
)
|
|
(276.3
|
)
|
|||||
Working capital and other balance sheet changes
|
(2.3
|
)
|
|
(0.8
|
)
|
|
(2.5
|
)
|
|
(39.5
|
)
|
|
(70.0
|
)
|
|||||
CAD
|
|
$188.7
|
|
|
|
$144.3
|
|
|
|
$117.4
|
|
|
|
$93.4
|
|
|
|
$57.6
|
|
Mandatory debt repayments (c)
|
—
|
|
|
(31.5
|
)
|
|
(131.0
|
)
|
|
—
|
|
|
(42.0
|
)
|
|||||
Adjusted CAD
|
|
$188.7
|
|
|
|
$112.8
|
|
|
|
($13.6
|
)
|
|
|
$93.4
|
|
|
|
$15.6
|
|
Cash used for investing activities
|
|
($223.2
|
)
|
|
|
($283.2
|
)
|
|
|
($166.3
|
)
|
|
|
($196.7
|
)
|
|
|
($470.5
|
)
|
Cash (used for) provided by financing activities
|
|
($6.9
|
)
|
|
|
$114.4
|
|
|
|
($116.5
|
)
|
|
|
($161.4
|
)
|
|
|
($157.1
|
)
|
|
|
|
|
|
(a)
|
Capital expenditures exclude timberland acquisitions, real estate development investments, spending on the Rayonier office building and purchases of additional interest in the New Zealand JV.
|
(b)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value.
|
(c)
|
Excludes debt repayments on the New Zealand JV noncontrolling interest shareholder loan. See
Note 5 — Debt
for additional information.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Purchase of timberlands
|
|
($242.9
|
)
|
|
|
($366.5
|
)
|
|
|
($98.4
|
)
|
|
|
($130.9
|
)
|
|
|
($20.4
|
)
|
Real Estate Development Investments
|
(15.8
|
)
|
|
(8.7
|
)
|
|
(2.7
|
)
|
|
(3.7
|
)
|
|
(1.3
|
)
|
|||||
Distributions to New Zealand minority shareholder (a)
|
(15.8
|
)
|
|
(4.9
|
)
|
|
(1.4
|
)
|
|
(1.2
|
)
|
|
(1.0
|
)
|
|||||
Rayonier Office Building
|
(6.1
|
)
|
|
(6.3
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Purchase of additional interest in New Zealand joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139.9
|
)
|
|
|
|
|
|
(a)
|
Includes debt repayments on the New Zealand JV noncontrolling interest shareholder loan. See
Note 5 — Debt
for additional information.
|
Contractual Financial Obligations (in millions)
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
|||||||||||||
Long-term debt (a)
|
|
$1,025.0
|
|
|
—
|
|
|
|
$50.0
|
|
|
|
$325.0
|
|
|
|
$650.0
|
|
|
Current maturities of long-term debt
|
3.4
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on long-term debt (b)
|
206.2
|
|
|
33.9
|
|
|
67.2
|
|
|
55.8
|
|
|
49.3
|
|
|||||
Operating leases — timberland
|
200.9
|
|
|
9.7
|
|
|
18.3
|
|
|
17.7
|
|
|
155.2
|
|
|||||
Operating leases — PP&E, offices
|
4.5
|
|
|
1.1
|
|
|
1.6
|
|
|
1.2
|
|
|
0.6
|
|
|||||
Commitments — derivatives (c)
|
23.9
|
|
|
3.7
|
|
|
7.0
|
|
|
7.0
|
|
|
6.2
|
|
|||||
Commitments — other (d)
|
14.3
|
|
|
8.0
|
|
|
5.8
|
|
|
0.5
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$1,478.2
|
|
|
|
$59.8
|
|
|
|
$149.9
|
|
|
|
$407.2
|
|
|
|
$861.3
|
|
|
|
|
|
|
(a)
|
The book value of long-term debt, net of deferred financing costs, is currently recorded at
$1,022.0 million
on the Company’s Consolidated Balance Sheet, but upon maturity the liability will be
$1,025.0 million
.
|
(b)
|
Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of
December 31, 2017
.
|
(c)
|
Commitments — derivatives represent payments expected to be made on derivative financial instruments (foreign exchange contracts and interest rate swaps). See
Note 13 — Derivative Financial Instruments and Hedging Activities
.
|
(d)
|
Commitments — other include
$2.9 million
of pension contribution requirements in 2018 based on actuarially determined estimates and IRS minimum funding requirements, payments expected to be made on the construction of the Wildlight development project and other purchase obligations. For additional information on the pension contribution see
Note 15 — Employee Benefit Plans
.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
(Dollars in thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amounts
|
—
|
|
—
|
|
$50,000
|
|
—
|
|
—
|
|
$650,000
|
|
$700,000
|
|
$700,000
|
Average interest rate (a)(b)
|
—
|
|
—
|
|
2.82%
|
|
—
|
|
—
|
|
3.12%
|
|
3.10%
|
|
—
|
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amounts
|
$3,375
|
|
—
|
|
—
|
|
—
|
|
$325,000
|
|
—
|
|
$328,375
|
|
$333,510
|
Average interest rate (b)
|
—
|
|
—
|
|
—
|
|
—
|
|
3.75%
|
|
—
|
|
3.71%
|
|
—
|
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable to Fixed
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$650,000
|
|
$650,000
|
|
$15,440
|
Average pay rate (b)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.91%
|
|
1.91%
|
|
—
|
Average receive rate (b)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.37%
|
|
1.37%
|
|
—
|
|
|
|
|
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
RAYONIER INC.
|
|
|
|
By:
|
/s/ DAVID L. NUNES
|
|
David L. Nunes
President and Chief Executive Officer
(Principal Executive Officer)
|
|
February 23, 2018
|
|
|
By:
|
/s/ MARK MCHUGH
|
|
Mark McHugh
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
February 23, 2018
|
|
|
By:
|
/s/ APRIL TICE
|
|
April Tice
Director, Financial Services and Corporate Controller
(Principal Accounting Officer)
|
|
February 23, 2018
|
/s/ Ernst & Young LLP
|
Certified Public Accountants
|
/
s
/ Ernst & Young LLP
|
Certified Public Accountants
|
|
2017
|
|
2016
|
|
2015
|
||||||
SALES
|
|
$819,596
|
|
|
|
$815,915
|
|
|
|
$568,800
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of sales
|
568,253
|
|
|
526,439
|
|
|
441,718
|
|
|||
Selling and general expenses
|
40,245
|
|
|
42,785
|
|
|
45,750
|
|
|||
Other operating (income) expense, net
(Note 17)
|
(4,393
|
)
|
|
(9,086
|
)
|
|
3,548
|
|
|||
|
604,105
|
|
|
560,138
|
|
|
491,016
|
|
|||
OPERATING INCOME
|
215,491
|
|
|
255,777
|
|
|
77,784
|
|
|||
Interest expense
|
(34,071
|
)
|
|
(32,245
|
)
|
|
(31,699
|
)
|
|||
Interest income and miscellaneous income (expense), net
|
1,840
|
|
|
(698
|
)
|
|
(3,003
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
183,260
|
|
|
222,834
|
|
|
43,082
|
|
|||
Income tax (expense) benefit
(Note 9)
|
(21,681
|
)
|
|
(5,064
|
)
|
|
859
|
|
|||
NET INCOME
|
161,579
|
|
|
217,770
|
|
|
43,941
|
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
12,737
|
|
|
5,798
|
|
|
(2,224
|
)
|
|||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
148,842
|
|
|
211,972
|
|
|
46,165
|
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of income tax effect of $0, $0 and $1,066
|
9,114
|
|
|
6,322
|
|
|
(32,451
|
)
|
|||
Cash flow hedges, net of income tax effect of $594, $545 and $91
|
5,693
|
|
|
22,822
|
|
|
(9,961
|
)
|
|||
Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $0, $0 and $470
|
(208
|
)
|
|
5,533
|
|
|
2,933
|
|
|||
|
14,599
|
|
|
34,677
|
|
|
(39,479
|
)
|
|||
COMPREHENSIVE INCOME
|
176,178
|
|
|
252,447
|
|
|
4,462
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
14,775
|
|
|
9,555
|
|
|
(13,027
|
)
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$161,403
|
|
|
|
$242,892
|
|
|
|
$17,489
|
|
EARNINGS PER COMMON SHARE
(NOTE 12)
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Rayonier Inc.
|
|
$1.17
|
|
|
|
$1.73
|
|
|
|
$0.37
|
|
Diluted earnings per share attributable to Rayonier Inc.
|
|
$1.16
|
|
|
|
$1.73
|
|
|
|
$0.37
|
|
|
2017
|
|
2016
|
||||
ASSETS
|
|||||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
|
$112,653
|
|
|
|
$85,909
|
|
Accounts receivable, less allowance for doubtful accounts of $23 and $33
|
27,693
|
|
|
20,664
|
|
||
Inventory
(Note 18)
|
24,141
|
|
|
21,379
|
|
||
Prepaid logging roads
|
11,207
|
|
|
10,228
|
|
||
Prepaid expenses
|
4,786
|
|
|
1,579
|
|
||
Assets held for sale
(Note 21)
|
—
|
|
|
23,171
|
|
||
Other current assets
|
3,047
|
|
|
1,874
|
|
||
Total current assets
|
183,527
|
|
|
164,804
|
|
||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
2,462,066
|
|
|
2,291,015
|
|
||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS
(NOTE 6)
|
80,797
|
|
|
70,374
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Land
|
3,962
|
|
|
2,279
|
|
||
Buildings
|
23,618
|
|
|
7,990
|
|
||
Machinery and equipment
|
4,440
|
|
|
4,658
|
|
||
Construction in progress
|
627
|
|
|
8,170
|
|
||
Total property, plant and equipment, gross
|
32,647
|
|
|
23,097
|
|
||
Less—accumulated depreciation
|
(9,269
|
)
|
|
(9,063
|
)
|
||
Total property, plant and equipment, net
|
23,378
|
|
|
14,034
|
|
||
RESTRICTED CASH
(NOTE 19)
|
59,703
|
|
|
71,708
|
|
||
OTHER ASSETS
(NOTE 20)
|
49,010
|
|
|
73,825
|
|
||
TOTAL ASSETS
|
|
$2,858,481
|
|
|
|
$2,685,760
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
|
$25,148
|
|
|
|
$22,337
|
|
Current maturities of long-term debt
(Note 5)
|
3,375
|
|
|
31,676
|
|
||
Accrued taxes
|
3,781
|
|
|
2,657
|
|
||
Accrued payroll and benefits
|
9,662
|
|
|
9,277
|
|
||
Accrued interest
|
5,054
|
|
|
5,340
|
|
||
Deferred revenue
|
9,721
|
|
|
9,099
|
|
||
Other current liabilities
|
11,807
|
|
|
11,580
|
|
||
Total current liabilities
|
68,548
|
|
|
91,966
|
|
||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS
(NOTE 5)
|
1,022,004
|
|
|
1,030,205
|
|
||
PENSION AND OTHER POSTRETIREMENT BENEFITS
(NOTE 15)
|
31,905
|
|
|
31,856
|
|
||
OTHER NON-CURRENT LIABILITIES
|
43,084
|
|
|
34,981
|
|
||
|
|
|
|
|
|||
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Common Shares, 480,000,000 shares authorized, 128,970,776 and 122,904,368 shares issued and outstanding
|
872,228
|
|
|
709,867
|
|
||
Retained earnings
|
707,378
|
|
|
700,887
|
|
||
Accumulated other comprehensive income
(Note 22)
|
13,417
|
|
|
856
|
|
||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,593,023
|
|
|
1,411,610
|
|
||
Noncontrolling interest
|
99,917
|
|
|
85,142
|
|
||
TOTAL SHAREHOLDERS’ EQUITY
|
1,692,940
|
|
|
1,496,752
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$2,858,481
|
|
|
|
$2,685,760
|
|
|
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
|
—
|
|
|
—
|
|
|
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
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
—
|
|
|
—
|
|
|
211,972
|
|
|
—
|
|
|
5,798
|
|
|
217,770
|
|
|||||
Dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
(123,155
|
)
|
|
—
|
|
|
—
|
|
|
(123,155
|
)
|
|||||
Issuance of shares under incentive stock plans
|
179,743
|
|
|
1,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,576
|
|
|||||
Stock-based compensation
|
—
|
|
|
5,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,136
|
|
|||||
Repurchase of common shares
|
(45,592
|
)
|
|
(178
|
)
|
|
(690
|
)
|
|
—
|
|
|
—
|
|
|
(868
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
5,533
|
|
|
—
|
|
|
5,533
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
2,780
|
|
|
3,542
|
|
|
6,322
|
|
|||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
22,608
|
|
|
214
|
|
|
22,822
|
|
|||||
Recapitalization of New Zealand Joint Venture
|
—
|
|
|
(5,398
|
)
|
|
—
|
|
|
3,438
|
|
|
1,960
|
|
|
—
|
|
|||||
Recapitalization costs
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(124
|
)
|
|||||
Balance, December 31, 2016
|
122,904,368
|
|
|
|
$709,867
|
|
|
|
$700,887
|
|
|
|
$856
|
|
|
|
$85,142
|
|
|
|
$1,496,752
|
|
Cumulative-effect adjustment due to adoption of ASU No. 2016-16
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
148,842
|
|
|
—
|
|
|
12,737
|
|
|
161,579
|
|
|||||
Dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
(127,986
|
)
|
|
—
|
|
|
—
|
|
|
(127,986
|
)
|
|||||
Issuance of shares under incentive stock plans
|
322,314
|
|
|
4,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,751
|
|
|||||
Stock-based compensation
|
—
|
|
|
5,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,396
|
|
|||||
Repurchase of common shares
|
(5,906
|
)
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(208
|
)
|
|
—
|
|
|
(208
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
7,416
|
|
|
1,698
|
|
|
9,114
|
|
|||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
5,353
|
|
|
340
|
|
|
5,693
|
|
|||||
Issuance of shares under equity offering, net of costs
|
5,750,000
|
|
|
152,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,390
|
|
|||||
Balance, December 31, 2017
|
128,970,776
|
|
|
|
$872,228
|
|
|
|
$707,378
|
|
|
|
$13,417
|
|
|
|
$99,917
|
|
|
|
$1,692,940
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
|
$161,579
|
|
|
|
$217,770
|
|
|
|
$43,941
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
127,566
|
|
|
115,142
|
|
|
113,708
|
|
|||
Non-cash cost of land and real estate sold
|
13,684
|
|
|
11,690
|
|
|
12,509
|
|
|||
Stock-based incentive compensation expense
|
5,396
|
|
|
5,136
|
|
|
4,484
|
|
|||
Amortization of debt discount/premium
|
—
|
|
|
(462
|
)
|
|
604
|
|
|||
Deferred income taxes
|
21,980
|
|
|
5,170
|
|
|
(1,475
|
)
|
|||
Non-cash adjustments to unrecognized tax benefit liability
|
—
|
|
|
—
|
|
|
135
|
|
|||
Amortization of losses from pension and postretirement plans
|
465
|
|
|
2,513
|
|
|
3,403
|
|
|||
Gain on sale of Large Dispositions
|
(66,994
|
)
|
|
(143,933
|
)
|
|
—
|
|
|||
Other
|
(716
|
)
|
|
336
|
|
|
350
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(6,362
|
)
|
|
2,517
|
|
|
2,034
|
|
|||
Inventories
|
(1,384
|
)
|
|
(1,175
|
)
|
|
(9,749
|
)
|
|||
Accounts payable
|
3,435
|
|
|
(559
|
)
|
|
1,863
|
|
|||
Income tax receivable/payable
|
(434
|
)
|
|
(206
|
)
|
|
(894
|
)
|
|||
All other operating activities
|
(1,931
|
)
|
|
(10,138
|
)
|
|
6,251
|
|
|||
CASH PROVIDED BY OPERATING ACTIVITIES
|
256,284
|
|
|
203,801
|
|
|
177,164
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(65,345
|
)
|
|
(58,723
|
)
|
|
(57,293
|
)
|
|||
Real estate development investments
|
(15,784
|
)
|
|
(8,746
|
)
|
|
(2,676
|
)
|
|||
Purchase of timberlands
|
(242,910
|
)
|
|
(366,481
|
)
|
|
(98,409
|
)
|
|||
Assets purchased in business acquisition
|
—
|
|
|
(887
|
)
|
|
—
|
|
|||
Net proceeds from Large Dispositions
|
95,243
|
|
|
203,862
|
|
|
—
|
|
|||
Proceeds from settlement of foreign currency hedge
|
—
|
|
|
—
|
|
|
2,804
|
|
|||
Rayonier office building under construction
|
(6,084
|
)
|
|
(6,307
|
)
|
|
(908
|
)
|
|||
Change in restricted cash
|
12,005
|
|
|
(48,184
|
)
|
|
(16,836
|
)
|
|||
Other
|
(373
|
)
|
|
2,311
|
|
|
7,009
|
|
|||
CASH USED FOR INVESTING ACTIVITIES
|
(223,248
|
)
|
|
(283,155
|
)
|
|
(166,309
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Issuance of debt
|
63,389
|
|
|
695,916
|
|
|
472,558
|
|
|||
Repayment of debt
|
(100,157
|
)
|
|
(458,415
|
)
|
|
(364,402
|
)
|
|||
Dividends paid
|
(127,069
|
)
|
|
(122,845
|
)
|
|
(124,936
|
)
|
|||
Proceeds from the issuance of common shares
|
4,751
|
|
|
1,576
|
|
|
2,117
|
|
|||
Proceeds from the issuance of common shares from equity offering, net of costs
|
152,390
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of common shares
|
(176
|
)
|
|
(690
|
)
|
|
(100,000
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(818
|
)
|
|
(1,678
|
)
|
|||
Other
|
—
|
|
|
(301
|
)
|
|
(122
|
)
|
|||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(6,872
|
)
|
|
114,423
|
|
|
(116,463
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
580
|
|
|
(937
|
)
|
|
(4,173
|
)
|
|||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
||||||
Change in cash and cash equivalents
|
26,744
|
|
|
34,132
|
|
|
(109,781
|
)
|
|||
Balance, beginning of year
|
85,909
|
|
|
51,777
|
|
|
161,558
|
|
|||
Balance, end of year
|
|
$112,653
|
|
|
|
$85,909
|
|
|
|
$51,777
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid during the year:
|
|
|
|
|
|
||||||
Interest
|
|
$36,041
|
|
|
|
$36,289
|
|
|
|
$33,011
|
|
Income taxes
|
514
|
|
|
501
|
|
|
277
|
|
|||
Non-cash investing activity:
|
|
|
|
|
|
||||||
Capital assets purchased on account
|
3,809
|
|
|
4,683
|
|
|
3,429
|
|
|||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
700
|
|
1.
|
NATURE OF BUSINESS OPERATIONS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Year Ended December 31, 2017
|
|
||||||||||
|
Prior to Reclassification
|
|
Change in Accounting Classification
|
|
As Adjusted
|
|
||||||
Sales
|
|
$792,659
|
|
|
|
$26,937
|
|
|
|
$819,596
|
|
|
Cost of sales
|
565,889
|
|
|
2,364
|
|
|
568,253
|
|
|
|||
Other operating (income) expense, net
|
(28,966
|
)
|
|
24,573
|
|
|
(4,393
|
)
|
|
|
Year Ended December 31, 2016
|
|
||||||||||
|
As Previously Classified
|
|
Change in Accounting Classification
|
|
As Adjusted
|
|
||||||
Sales
|
|
$788,278
|
|
|
|
$27,637
|
|
|
|
$815,915
|
|
|
Cost of sales
|
524,707
|
|
|
1,732
|
|
|
526,439
|
|
|
|||
Other operating (income) expense, net
|
(34,991
|
)
|
|
25,905
|
|
|
(9,086
|
)
|
|
|
Year Ended December 31, 2015
|
|
||||||||||
|
As Previously Classified
|
|
Change in Accounting Classification
|
|
As Adjusted
|
|
||||||
Sales
|
|
$544,874
|
|
|
|
$23,926
|
|
|
|
$568,800
|
|
|
Cost of sales
|
441,099
|
|
|
619
|
|
|
441,718
|
|
|
|||
Other operating (income) expense, net
|
(19,759
|
)
|
|
23,307
|
|
|
3,548
|
|
|
3.
|
TIMBERLAND ACQUISITIONS
|
|
2017
|
|
2016
|
||||||||||
|
Cost
|
|
Acres
|
|
Cost
|
|
Acres
|
||||||
Florida
|
|
$32,334
|
|
|
15,382
|
|
|
|
$14,323
|
|
|
6,937
|
|
Georgia
|
147,833
|
|
|
68,473
|
|
|
12,485
|
|
|
5,427
|
|
||
Oregon
|
—
|
|
|
—
|
|
|
239,896
|
|
|
55,603
|
|
||
South Carolina
|
39,884
|
|
|
17,651
|
|
|
—
|
|
|
—
|
|
||
Texas
|
—
|
|
|
—
|
|
|
77,139
|
|
|
37,513
|
|
||
Washington
|
1,483
|
|
|
481
|
|
|
22,638
|
|
|
5,247
|
|
||
New Zealand
|
21,376
|
|
|
7,546
|
|
|
—
|
|
|
—
|
|
||
Total Acquisitions
|
|
$242,910
|
|
|
109,533
|
|
|
|
$366,481
|
|
|
110,727
|
|
4.
|
SEGMENT AND GEOGRAPHICAL INFORMATION
|
|
Sales
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Southern Timber
|
|
$144,510
|
|
|
|
$151,192
|
|
|
|
$157,845
|
|
Pacific Northwest Timber
|
91,877
|
|
|
77,802
|
|
|
80,214
|
|
|||
New Zealand Timber
|
247,609
|
|
|
177,889
|
|
|
162,803
|
|
|||
Real Estate (a)
|
183,016
|
|
|
299,350
|
|
|
86,493
|
|
|||
Trading
|
152,584
|
|
|
109,682
|
|
|
81,445
|
|
|||
Total
|
|
$819,596
|
|
|
|
$815,915
|
|
|
|
$568,800
|
|
|
|
|
|
|
|
Operating Income/(Loss)
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Southern Timber
|
|
$42,254
|
|
|
|
$43,098
|
|
|
|
$46,669
|
|
Pacific Northwest Timber
|
1,127
|
|
|
(3,992
|
)
|
|
6,917
|
|
|||
New Zealand Timber
|
72,385
|
|
|
33,072
|
|
|
2,775
|
|
|||
Real Estate (a)
|
116,038
|
|
|
202,379
|
|
|
44,263
|
|
|||
Trading
|
4,578
|
|
|
2,002
|
|
|
1,247
|
|
|||
Corporate and other
|
(20,891
|
)
|
|
(20,782
|
)
|
|
(24,087
|
)
|
|||
Total Operating Income
|
215,491
|
|
|
255,777
|
|
|
77,784
|
|
|||
Unallocated interest expense and other
|
(32,231
|
)
|
|
(32,943
|
)
|
|
(34,702
|
)
|
|||
Total Income before Income Taxes
|
|
$183,260
|
|
|
|
$222,834
|
|
|
|
$43,082
|
|
|
|
|
|
|
|
Gross Capital Expenditures
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Capital Expenditures (a)
|
|
|
|
|
|
||||||
Southern Timber
|
|
$34,476
|
|
|
|
$33,487
|
|
|
|
$33,245
|
|
Pacific Northwest Timber
|
10,254
|
|
|
8,036
|
|
|
8,515
|
|
|||
New Zealand Timber
|
17,046
|
|
|
16,095
|
|
|
15,143
|
|
|||
Real Estate
|
1,348
|
|
|
315
|
|
|
313
|
|
|||
Trading
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and other
|
2,221
|
|
|
790
|
|
|
77
|
|
|||
Total capital expenditures
|
|
$65,345
|
|
|
|
$58,723
|
|
|
|
$57,293
|
|
|
|
|
|
|
|
||||||
Timberland Acquisitions
|
|
|
|
|
|
||||||
Southern Timber
|
|
$220,051
|
|
|
|
$103,947
|
|
|
|
$54,408
|
|
Pacific Northwest Timber
|
1,483
|
|
|
262,534
|
|
|
34,052
|
|
|||
New Zealand Timber
|
21,376
|
|
|
—
|
|
|
9,949
|
|
|||
Real Estate
|
—
|
|
|
—
|
|
|
—
|
|
|||
Trading
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total timberland acquisitions
|
|
$242,910
|
|
|
|
$366,481
|
|
|
|
$98,409
|
|
|
|
|
|
|
|
||||||
Total Gross Capital Expenditures
|
|
$308,255
|
|
|
|
$425,204
|
|
|
|
$155,702
|
|
|
|
|
|
|
(a)
|
Excludes timberland acquisitions presented separately in addition to spending on the Rayonier office building of
$6.1 million
,
$6.3 million
and
$0.9 million
and real estate development investments of
$15.8 million
,
$8.7 million
and
$2.7 million
in the years 2017, 2016 and 2015, respectively.
|
|
Depreciation,
Depletion and Amortization
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Southern Timber
|
|
$49,357
|
|
|
|
$49,747
|
|
|
|
$54,299
|
|
Pacific Northwest Timber
|
32,008
|
|
|
25,246
|
|
|
14,842
|
|
|||
New Zealand Timber
|
36,363
|
|
|
23,447
|
|
|
29,741
|
|
|||
Real Estate (a)
|
27,479
|
|
|
52,304
|
|
|
14,533
|
|
|||
Trading
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and other
|
794
|
|
|
402
|
|
|
293
|
|
|||
Total
|
|
$146,001
|
|
|
|
$151,146
|
|
|
|
$113,708
|
|
|
|
|
|
|
(a)
|
The years 2017 and 2016 include Large Dispositions of
$18.4 million
and
$36.1 million
, respectively.
|
|
Non-Cash Cost of Land and Improved Development
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Southern Timber
|
—
|
|
|
—
|
|
|
—
|
|
|||
Pacific Northwest Timber
|
—
|
|
|
—
|
|
|
—
|
|
|||
New Zealand Timber
|
128
|
|
|
1,824
|
|
|
467
|
|
|||
Real Estate (a)
|
23,370
|
|
|
32,038
|
|
|
12,042
|
|
|||
Trading
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$23,498
|
|
|
|
$33,862
|
|
|
|
$12,509
|
|
|
|
|
|
|
|
Sales by Product Line
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Southern Timber
|
|
$144,510
|
|
|
|
$151,192
|
|
|
|
$157,845
|
|
Pacific Northwest Timber
|
91,877
|
|
|
77,802
|
|
|
80,214
|
|
|||
New Zealand Timber
|
247,609
|
|
|
177,889
|
|
|
162,803
|
|
|||
Real Estate
|
|
|
|
|
|
||||||
Improved Development
|
6,348
|
|
|
1,740
|
|
|
2,610
|
|
|||
Unimproved Development
|
16,405
|
|
|
5,540
|
|
|
6,399
|
|
|||
Rural
|
18,632
|
|
|
18,672
|
|
|
22,653
|
|
|||
Non-Strategic / Timberlands
|
46,280
|
|
|
66,133
|
|
|
54,831
|
|
|||
Large Dispositions
|
95,351
|
|
|
207,265
|
|
|
—
|
|
|||
Total Real Estate
|
183,016
|
|
|
299,350
|
|
|
86,493
|
|
|||
Trading
|
152,584
|
|
|
109,682
|
|
|
81,445
|
|
|||
Total Sales
|
|
$819,596
|
|
|
|
$815,915
|
|
|
|
$568,800
|
|
|
Geographical Operating Information
|
||||||||||||||||||||||||||||||
|
Sales
|
|
Operating Income
|
|
Identifiable Assets
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||||||||
United States
|
|
$419,403
|
|
|
|
$528,344
|
|
|
|
$324,552
|
|
|
|
$138,528
|
|
|
|
$220,703
|
|
|
|
$73,749
|
|
|
|
$2,331,230
|
|
|
|
$2,181,658
|
|
New Zealand
|
400,193
|
|
|
287,571
|
|
|
244,248
|
|
|
76,963
|
|
|
35,074
|
|
|
4,035
|
|
|
527,251
|
|
|
504,102
|
|
||||||||
Total
|
|
$819,596
|
|
|
|
$815,915
|
|
|
|
$568,800
|
|
|
|
$215,491
|
|
|
|
$255,777
|
|
|
|
$77,784
|
|
|
|
$2,858,481
|
|
|
|
$2,685,760
|
|
5.
|
DEBT
|
|
2017
|
|
2016
|
||||
Term Credit Agreement due 2024 at a variable interest rate of 3.0% at December 31, 2017
|
|
$350,000
|
|
|
|
$350,000
|
|
Senior Notes due 2022 at a fixed interest rate of 3.75%
|
325,000
|
|
|
325,000
|
|
||
Incremental Term Loan Agreement due 2026 at a variable interest rate of 3.3% at December 31, 2017
|
300,000
|
|
|
300,000
|
|
||
Mortgage notes repaid in 2017 at fixed interest rates of 4.35% (a)
|
—
|
|
|
31,676
|
|
||
Revolving Credit Facility due 2020 at a variable interest rate of 2.8% at December 31, 2017
|
50,000
|
|
|
25,000
|
|
||
Solid waste bonds repaid in 2017 at a variable interest rate of 2.0% at December 31, 2016
|
—
|
|
|
15,000
|
|
||
New Zealand JV noncontrolling interest shareholder loan at 0% interest rate
|
3,375
|
|
|
18,796
|
|
||
Total debt
|
1,028,375
|
|
|
1,065,472
|
|
||
Less: Current maturities of long-term debt
|
(3,375
|
)
|
|
(31,676
|
)
|
||
Less: Deferred financing costs
|
(2,996
|
)
|
|
(3,591
|
)
|
||
Long-term debt, net of deferred financing costs
|
|
$1,022,004
|
|
|
|
$1,030,205
|
|
2018
|
|
$3,375
|
|
2019
|
—
|
|
|
2020
|
50,000
|
|
|
2021
|
—
|
|
|
2022
|
325,000
|
|
|
Thereafter
|
650,000
|
|
|
Total debt
|
|
$1,028,375
|
|
|
|
|
|
|
(a)
|
The mortgage notes, repaid in August 2017, were recorded at a premium of
$0.2 million
as of December 31,
2016
.
|
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, 2016
|
|
$59,956
|
|
|
|
$10,418
|
|
|
|
$70,374
|
|
Plus: Current portion (a)
|
5,096
|
|
|
11,963
|
|
|
17,059
|
|
|||
Total Balance at December 31, 2016
|
65,052
|
|
|
22,381
|
|
|
87,433
|
|
|||
Non-cash cost of land and improved development
|
(2,165
|
)
|
|
(4,554
|
)
|
|
(6,719
|
)
|
|||
Timber depletion from harvesting activities and basis of timber sold in real estate sales
|
(2,768
|
)
|
|
—
|
|
|
(2,768
|
)
|
|||
Capitalized real estate development investments (b)
|
—
|
|
|
15,784
|
|
|
15,784
|
|
|||
Capital expenditures (silviculture)
|
428
|
|
|
—
|
|
|
428
|
|
|||
Intersegment transfers
|
5,808
|
|
|
(819
|
)
|
|
4,989
|
|
|||
Total Balance at December 31, 2017
|
66,355
|
|
|
32,792
|
|
|
99,147
|
|
|||
Less: Current portion (a)
|
(6,702
|
)
|
|
(11,648
|
)
|
|
(18,350
|
)
|
|||
Non-current portion at December 31, 2017
|
|
$59,653
|
|
|
|
$21,144
|
|
|
|
$80,797
|
|
|
|
|
|
|
(a)
|
The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See
Note 18 — Inventory
for additional information.
|
(b)
|
Capitalized real estate development investments includes
$0.4 million
of capitalized interest.
|
7.
|
JOINT VENTURE INVESTMENT
|
8.
|
COMMITMENTS
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Leases
|
|
$1,992
|
|
|
|
$2,049
|
|
|
|
$2,349
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Long-Term Leases and Deeds on Timberlands
|
|
$10,731
|
|
|
|
$10,710
|
|
|
|
$11,342
|
|
|
Operating
Leases
|
|
Timberland
Leases (a)
|
|
Commitments (b)
|
|
Total
|
||||||||
2018
|
|
$1,135
|
|
|
|
$9,698
|
|
|
|
$11,792
|
|
|
|
$22,625
|
|
2019
|
914
|
|
|
9,303
|
|
|
6,522
|
|
|
16,739
|
|
||||
2020
|
733
|
|
|
9,040
|
|
|
6,277
|
|
|
16,050
|
|
||||
2021
|
639
|
|
|
8,866
|
|
|
4,017
|
|
|
13,522
|
|
||||
2022
|
608
|
|
|
8,817
|
|
|
3,562
|
|
|
12,987
|
|
||||
Thereafter (c)
|
635
|
|
|
155,232
|
|
|
6,245
|
|
|
162,112
|
|
||||
|
|
$4,664
|
|
|
|
$200,956
|
|
|
|
$38,415
|
|
|
|
$244,035
|
|
|
|
|
|
|
(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
$2.9 million
of pension contribution requirements in 2018 based on actuarially determined estimates and IRS minimum funding requirements, payments expected to be made on derivative financial instruments (foreign exchange contracts and interest rate swaps), construction of the Wildlight development project and other purchase obligations. For additional information on the pension contribution see
Note 15 — Employee Benefit Plans
.
|
(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
December 31, 2017
, the New Zealand JV has
three
CFL’s under termination notice that are currently being relinquished as harvest activities are concluding, 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.
|
9.
|
INCOME TAXES
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
|
$261
|
|
|
—
|
|
|
|
($624
|
)
|
|
State
|
(38
|
)
|
|
(254
|
)
|
|
226
|
|
|||
Foreign
|
(245
|
)
|
|
(241
|
)
|
|
(308
|
)
|
|||
|
(22
|
)
|
|
(495
|
)
|
|
(706
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
13,028
|
|
|
5,403
|
|
|
3,702
|
|
|||
State
|
—
|
|
|
(280
|
)
|
|
107
|
|
|||
Foreign
|
(21,659
|
)
|
|
(6,079
|
)
|
|
2,360
|
|
|||
|
(8,631
|
)
|
|
(956
|
)
|
|
6,169
|
|
|||
Changes in valuation allowance
|
(13,028
|
)
|
|
(3,613
|
)
|
|
(4,604
|
)
|
|||
Total
|
|
($21,681
|
)
|
|
|
($5,064
|
)
|
|
|
$859
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
U.S. federal statutory income tax rate
|
|
|
($64,141
|
)
|
|
(35.0
|
)%
|
|
|
($77,992
|
)
|
|
(35.0
|
)%
|
|
|
($15,079
|
)
|
|
(35.0
|
)%
|
U.S. and foreign REIT income
|
|
63,813
|
|
|
34.8
|
|
|
82,037
|
|
|
36.8
|
|
|
17,191
|
|
|
39.9
|
|
|||
Matariki Group and Rayonier New Zealand Ltd
|
|
(19,182
|
)
|
|
(10.5
|
)
|
|
(4,799
|
)
|
|
(2.2
|
)
|
|
3,457
|
|
|
8.0
|
|
|||
Transition tax
|
|
(3,506
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance
|
|
(13,028
|
)
|
|
(7.1
|
)
|
|
(3,613
|
)
|
|
(1.6
|
)
|
|
(3,607
|
)
|
|
(8.4
|
)
|
|||
ASU No. 2016-16 adoption impact
|
|
16,631
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deemed repatriation of unremitted foreign earnings
|
|
7,368
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reduction of deferred tax asset for statutory rate change
|
|
(10,499
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
CBPC valuation allowance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(997
|
)
|
|
(2.3
|
)
|
|||
Other
|
|
863
|
|
|
0.5
|
|
|
(697
|
)
|
|
(0.3
|
)
|
|
(106
|
)
|
|
(0.2
|
)
|
|||
Income tax (expense) benefit as reported for net income
|
|
|
($21,681
|
)
|
|
(11.8
|
)%
|
|
|
($5,064
|
)
|
|
(2.3
|
)%
|
|
|
$859
|
|
|
2.0
|
%
|
|
2017
|
|
2016
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Pension, postretirement and other employee benefits
|
|
$1,017
|
|
|
|
$1,648
|
|
New Zealand JV
|
40,224
|
|
|
60,452
|
|
||
CBPC Tax Credit Carry Forwards
|
14,641
|
|
|
14,641
|
|
||
Capitalized real estate costs
|
7,058
|
|
|
11,489
|
|
||
U.S. TRS Net Operating Loss
|
1,872
|
|
|
4,730
|
|
||
Land basis difference
|
11,090
|
|
|
—
|
|
||
Other
|
5,079
|
|
|
9,165
|
|
||
Total gross deferred tax assets
|
80,981
|
|
|
102,125
|
|
||
Less: Valuation allowance
|
(34,889
|
)
|
|
(21,861
|
)
|
||
Total deferred tax assets after valuation allowance
|
|
$46,092
|
|
|
|
$80,264
|
|
Gross deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation
|
(35
|
)
|
|
(1,322
|
)
|
||
Repatriation of foreign earnings
|
—
|
|
|
(7,368
|
)
|
||
New Zealand JV
|
(72,527
|
)
|
|
(70,315
|
)
|
||
Timber installment sale
|
(4,706
|
)
|
|
(7,601
|
)
|
||
Other
|
(1,270
|
)
|
|
(3,833
|
)
|
||
Total gross deferred tax liabilities
|
(78,538
|
)
|
|
(90,439
|
)
|
||
Net deferred tax liability reported as noncurrent
|
|
($32,446
|
)
|
|
|
($10,175
|
)
|
|
Gross
Amount
|
|
Valuation
Allowance
|
|
Expiration
|
||||
2017
|
|
|
|
|
|
||||
New Zealand JV NOL Carryforwards
|
|
$137,949
|
|
|
—
|
|
|
None
|
|
U.S. Net Deferred Tax Asset
|
20,248
|
|
|
(20,248
|
)
|
|
None
|
||
Cellulosic Biofuel Producer Credit
|
14,641
|
|
|
(14,641
|
)
|
|
2019
|
||
Total Valuation Allowance
|
|
|
|
($34,889
|
)
|
|
|
||
2016
|
|
|
|
|
|
||||
New Zealand JV NOL Carryforwards
|
|
$215,898
|
|
|
—
|
|
|
None
|
|
U.S. Net Deferred Tax Asset
|
7,220
|
|
|
(7,220
|
)
|
|
None
|
||
Cellulosic Biofuel Producer Credit
|
14,641
|
|
|
(14,641
|
)
|
|
2019
|
||
Total Valuation Allowance
|
|
|
|
($21,861
|
)
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1,
|
|
$135
|
|
|
|
$135
|
|
|
—
|
|
|
Decreases related to prior year tax positions
|
(135
|
)
|
|
—
|
|
|
—
|
|
|||
Increases related to prior year tax positions
|
—
|
|
|
—
|
|
|
135
|
|
|||
Balance at December 31,
|
—
|
|
|
|
$135
|
|
|
|
$135
|
|
Taxing Jurisdiction
|
Open Tax Years
|
U.S. Internal Revenue Service
|
2014 - 2016
|
New Zealand Inland Revenue
|
2012 - 2016
|
10.
|
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.
|
11.
|
GUARANTEES
|
Financial Commitments
|
Maximum Potential
Payment
|
|
Carrying Amount
of Liability
|
||||
Standby letters of credit (a)
|
|
$10,353
|
|
|
—
|
|
|
Guarantees (b)
|
2,254
|
|
|
43
|
|
||
Surety bonds (c)
|
1,284
|
|
|
—
|
|
||
Total financial commitments
|
|
$13,891
|
|
|
|
$43
|
|
|
|
|
|
|
(a)
|
Approximately
$9.2 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 2018 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
December 31, 2017
, the Company has recorded 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 performance obligations related to various operational activities and to provide collateral for outstanding claims under the Company’s previous workers’ compensation self-insurance programs in Washington and Florida. 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 2018 and are expected to be renewed as required.
|
12.
|
EARNINGS PER COMMON SHARE
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net Income
|
|
$161,579
|
|
|
|
$217,770
|
|
|
|
$43,941
|
|
Less: Net income (loss) attributable to noncontrolling interest
|
12,737
|
|
|
5,798
|
|
|
(2,224
|
)
|
|||
Net income attributable to Rayonier Inc.
|
|
$148,842
|
|
|
|
$211,972
|
|
|
|
$46,165
|
|
|
|
|
|
|
|
||||||
Shares used for determining basic earnings per common share
|
127,367,608
|
|
|
122,585,200
|
|
|
125,385,085
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Stock options
|
91,956
|
|
|
92,473
|
|
|
116,792
|
|
|||
Performance and restricted shares
|
350,385
|
|
|
134,650
|
|
|
39,863
|
|
|||
Assumed conversion of Senior Exchangeable Notes (a)
|
—
|
|
|
—
|
|
|
358,449
|
|
|||
Assumed conversion of warrants (a)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shares used for determining diluted earnings per common share
|
127,809,949
|
|
|
122,812,323
|
|
|
125,900,189
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share attributable to Rayonier Inc.:
|
|
$1.17
|
|
|
|
$1.73
|
|
|
|
$0.37
|
|
Diluted earnings per common share attributable to Rayonier Inc.:
|
|
$1.16
|
|
|
|
$1.73
|
|
|
|
$0.37
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Anti-dilutive shares excluded from computations of diluted earnings per share:
|
|
|
|
|
|
|||
Stock options, performance and restricted shares
|
596,061
|
|
|
829,469
|
|
|
897,800
|
|
Assumed conversion of exchangeable note hedges (a)
|
—
|
|
|
—
|
|
|
358,449
|
|
Total
|
596,061
|
|
|
829,469
|
|
|
1,256,249
|
|
|
|
|
|
|
(a)
|
Rayonier did not issue additional shares upon maturity of the Senior Exchangeable Notes due August 2015 (the “2015 Notes”) due to offsetting hedges. ASC 260,
Earnings Per Share
required the assumed conversion of the 2015 Notes to be included in dilutive shares if the average stock price for the period exceeds the strike price, while the conversion of the hedges was excluded since they were anti-dilutive. The full dilutive effect of the 2015 Notes was included for the portion of the periods presented in which the notes were outstanding.
|
13.
|
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
|
Outstanding Interest Rate Swaps (a)
|
|||||||||||
Date Entered Into
|
Term
|
Notional Amount
|
Related Debt Facility
|
Fixed Rate of Swap
|
Bank Margin
on Debt
|
Total Effective Interest Rate (b)
|
|||||
August 2015
|
9 years
|
|
$170,000
|
|
Term Credit Agreement
|
2.20
|
%
|
1.63
|
%
|
3.83
|
%
|
August 2015
|
9 years
|
180,000
|
|
Term Credit Agreement
|
2.35
|
%
|
1.63
|
%
|
3.98
|
%
|
|
April 2016
|
10 years
|
100,000
|
|
Incremental Term Loan
|
1.60
|
%
|
1.90
|
%
|
3.50
|
%
|
|
April 2016
|
10 years
|
100,000
|
|
Incremental Term Loan
|
1.60
|
%
|
1.90
|
%
|
3.50
|
%
|
|
July 2016
|
10 years
|
100,000
|
|
Incremental Term Loan
|
1.26
|
%
|
1.90
|
%
|
3.16
|
%
|
|
|
|
|
|
(a)
|
All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
|
(b)
|
Rate is before estimated patronage payments.
|
|
Location on Statement of Income and Comprehensive Income
|
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign currency exchange contracts
|
Other comprehensive income (loss)
|
|
|
$2,100
|
|
|
|
$867
|
|
|
|
($205
|
)
|
Foreign currency option contracts
|
Other comprehensive income (loss)
|
|
(52
|
)
|
|
1,035
|
|
|
370
|
|
|||
Interest rate swaps
|
Other comprehensive income (loss)
|
|
4,214
|
|
|
21,422
|
|
|
(10,197
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
Derivatives designated as a net investment hedge:
|
|
|
|
|
|
|
|
||||||
Foreign currency exchange contract
|
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
2,875
|
|
|||
Foreign currency option contracts
|
Other comprehensive income (loss)
|
|
—
|
|
|
(4,606
|
)
|
|
4,606
|
|
|||
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Foreign currency exchange contracts
|
Other operating (income) expense, net
|
|
—
|
|
|
895
|
|
|
—
|
|
|||
|
Interest income and miscellaneous income (expense), net
|
|
47
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency option contracts
|
Other operating (income) expense, net
|
|
—
|
|
|
258
|
|
|
1,394
|
|
|||
Interest rate swaps
|
Interest income and miscellaneous income (expense), net
|
|
—
|
|
|
(1,219
|
)
|
|
(4,391
|
)
|
|
Notional Amount
|
||||||
|
2017
|
|
2016
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$107,400
|
|
|
|
$44,800
|
|
Foreign currency option contracts
|
48,000
|
|
|
91,000
|
|
||
Interest rate swaps
|
650,000
|
|
|
650,000
|
|
||
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign currency exchange contracts
|
18,439
|
|
|
—
|
|
|
|
|
Fair Value Assets (Liabilities) (a)
|
||||||
|
Location on Balance Sheet
|
|
2017
|
|
2016
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
Other current assets
|
|
|
$2,286
|
|
|
|
$692
|
|
|
Other assets
|
|
538
|
|
|
33
|
|
||
|
Other current liabilities
|
|
(37
|
)
|
|
(261
|
)
|
||
Foreign currency option contracts
|
Other current assets
|
|
389
|
|
|
1,064
|
|
||
|
Other assets
|
|
137
|
|
|
327
|
|
||
|
Other current liabilities
|
|
(119
|
)
|
|
(574
|
)
|
||
|
Other non-current liabilities
|
|
(55
|
)
|
|
(426
|
)
|
||
Interest rate swaps
|
Other assets
|
|
17,473
|
|
|
17,204
|
|
||
|
Other non-current liabilities
|
|
(2,033
|
)
|
|
(5,979
|
)
|
||
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
Other current assets
|
|
209
|
|
|
—
|
|
||
|
Other current liabilities
|
|
(189
|
)
|
|
—
|
|
||
|
|
|
|
|
|
||||
Total derivative contracts:
|
|
|
|
|
|
||||
Other current assets
|
|
|
$2,884
|
|
|
|
$1,756
|
|
|
Other assets
|
|
18,148
|
|
|
17,564
|
|
|||
Total derivative assets
|
|
|
$21,032
|
|
|
|
$19,320
|
|
|
|
|
|
|
|
|
||||
Other current liabilities
|
|
(345
|
)
|
|
(835
|
)
|
|||
Other non-current liabilities
|
|
(2,088
|
)
|
|
(6,405
|
)
|
|||
Total derivative liabilities
|
|
|
($2,433
|
)
|
|
|
($7,240
|
)
|
|
|
|
|
|
(a)
|
See
Note 14 — Fair Value Measurements
for further information on the fair value of our derivatives including their classification within the fair value hierarchy.
|
14.
|
FAIR VALUE MEASUREMENTS
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||
Asset (liability) (a)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
|
|
Level 1
|
|
Level 2
|
||||||||||
Cash and cash equivalents
|
|
$112,653
|
|
|
|
$112,653
|
|
|
—
|
|
|
|
$85,909
|
|
|
|
$85,909
|
|
|
—
|
|
Restricted cash (b)
|
59,703
|
|
|
59,703
|
|
|
—
|
|
|
71,708
|
|
|
71,708
|
|
|
—
|
|
||||
Current maturities of long-term debt
|
(3,375
|
)
|
|
—
|
|
|
(3,375
|
)
|
|
(31,676
|
)
|
|
—
|
|
|
(31,984
|
)
|
||||
Long-term debt (c)
|
(1,022,004
|
)
|
|
—
|
|
|
(1,030,135
|
)
|
|
(1,030,205
|
)
|
|
—
|
|
|
(1,030,708
|
)
|
||||
Interest rate swaps (d)
|
15,440
|
|
|
—
|
|
|
15,440
|
|
|
11,225
|
|
|
—
|
|
|
11,225
|
|
||||
Foreign currency exchange contracts (d)
|
2,807
|
|
|
—
|
|
|
2,807
|
|
|
464
|
|
|
—
|
|
|
464
|
|
||||
Foreign currency option contracts (d)
|
352
|
|
|
—
|
|
|
352
|
|
|
391
|
|
|
—
|
|
|
391
|
|
|
|
|
|
|
(a)
|
The Company did not have Level 3 assets or liabilities at
December 31, 2017
and
2016
.
|
(b)
|
Restricted cash 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 19 - Restricted Cash
for additional information.
|
(c)
|
The carrying amount of long-term debt is presented net of capitalized debt costs on non-revolving debt. See
Note 5 — Debt
for additional information.
|
(d)
|
See
Note 13 — Derivative Financial Instruments and Hedging Activities
for information regarding the Balance Sheet classification of the Company’s derivative financial instruments.
|
15.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
|
$81,752
|
|
|
|
$84,005
|
|
|
|
$1,285
|
|
|
|
$1,159
|
|
Service cost
|
—
|
|
|
1,307
|
|
|
6
|
|
|
4
|
|
||||
Interest cost
|
3,259
|
|
|
3,474
|
|
|
53
|
|
|
42
|
|
||||
Curtailment gain
|
—
|
|
|
(5,447
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial loss
|
6,123
|
|
|
1,296
|
|
|
89
|
|
|
99
|
|
||||
Benefits paid
|
(3,148
|
)
|
|
(2,883
|
)
|
|
(13
|
)
|
|
(19
|
)
|
||||
Projected benefit obligation at end of year
|
|
$87,986
|
|
|
|
$81,752
|
|
|
|
$1,420
|
|
|
|
$1,285
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
|
$51,114
|
|
|
|
$50,970
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
9,909
|
|
|
3,557
|
|
|
—
|
|
|
—
|
|
||
Employer contributions
|
90
|
|
|
29
|
|
|
13
|
|
|
19
|
|
||
Benefits paid
|
(3,148
|
)
|
|
(2,883
|
)
|
|
(13
|
)
|
|
(19
|
)
|
||
Other expense
|
(588
|
)
|
|
(559
|
)
|
|
—
|
|
|
—
|
|
||
Fair value of plan assets at end of year
|
|
$57,377
|
|
|
|
$51,114
|
|
|
—
|
|
|
—
|
|
Funded Status at End of Year:
|
|
|
|
|
|
|
|
||||||||
Net accrued benefit cost
|
|
($30,609
|
)
|
|
|
($30,638
|
)
|
|
|
($1,420
|
)
|
|
|
($1,285
|
)
|
Amounts Recognized in the Consolidated
|
|
|
|
|
|
|
|
||||||||
Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
($92
|
)
|
|
|
($36
|
)
|
|
|
($32
|
)
|
|
|
($30
|
)
|
Noncurrent liabilities
|
(30,517
|
)
|
|
(30,602
|
)
|
|
(1,388
|
)
|
|
(1,255
|
)
|
||||
Net amount recognized
|
|
($30,609
|
)
|
|
|
($30,638
|
)
|
|
|
($1,420
|
)
|
|
|
($1,285
|
)
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Net (losses) gains
|
|
($583
|
)
|
|
|
$3,119
|
|
|
|
($477
|
)
|
|
|
($89
|
)
|
|
|
($99
|
)
|
|
|
$123
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Amortization of losses (gains)
|
|
$466
|
|
|
|
$2,526
|
|
|
|
$3,733
|
|
|
|
($1
|
)
|
|
|
($13
|
)
|
|
|
$12
|
|
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net (losses) gains
|
|
($22,183
|
)
|
|
|
($22,065
|
)
|
|
|
($157
|
)
|
|
|
($67
|
)
|
Deferred income tax benefit
|
1,927
|
|
|
1,927
|
|
|
6
|
|
|
6
|
|
||||
AOCI
|
|
($20,256
|
)
|
|
|
($20,138
|
)
|
|
|
($151
|
)
|
|
|
($61
|
)
|
|
2017
|
|
2016
|
||||
Projected benefit obligation
|
|
$87,986
|
|
|
|
$81,752
|
|
Accumulated benefit obligation
|
87,986
|
|
|
81,752
|
|
||
Fair value of plan assets
|
57,377
|
|
|
51,114
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Components of Net Periodic Benefit (Credit) Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
—
|
|
|
|
$1,307
|
|
|
|
$1,484
|
|
|
|
$6
|
|
|
|
$4
|
|
|
|
$11
|
|
|
Interest cost
|
3,259
|
|
|
3,474
|
|
|
3,319
|
|
|
53
|
|
|
42
|
|
|
52
|
|
||||||
Expected return on plan assets
|
(3,781
|
)
|
|
(4,030
|
)
|
|
(4,027
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of losses (gains)
|
466
|
|
|
2,526
|
|
|
3,733
|
|
|
(1
|
)
|
|
(13
|
)
|
|
12
|
|
||||||
Net periodic benefit (credit) cost (a)
|
|
($56
|
)
|
|
|
$3,277
|
|
|
|
$4,522
|
|
|
|
$58
|
|
|
|
$33
|
|
|
|
$75
|
|
|
|
|
|
|
|
Pension
|
|
Postretirement
|
||||
Amortization of loss
|
|
$635
|
|
|
|
$2
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.48
|
%
|
|
4.01
|
%
|
|
4.20
|
%
|
|
3.56
|
%
|
|
4.12
|
%
|
|
4.34
|
%
|
Rate of compensation increase
|
—
|
|
|
4.16
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Assumptions used to determine net periodic benefit cost for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.01
|
%
|
|
4.20
|
%
|
|
3.80
|
%
|
|
4.12
|
%
|
|
4.34
|
%
|
|
3.96
|
%
|
Expected long-term return on plan assets
|
7.17
|
%
|
|
7.70
|
%
|
|
7.70
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
—
|
|
|
4.16
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
Percentage of
Plan Assets
|
|
Target
Allocation
Range
|
||||
Asset Category
|
2017
|
|
2016
|
|
|||
Domestic equity securities
|
41
|
%
|
|
41
|
%
|
|
35-45%
|
International equity securities
|
26
|
%
|
|
25
|
%
|
|
20-30%
|
Domestic fixed income securities
|
26
|
%
|
|
26
|
%
|
|
25-29%
|
International fixed income securities
|
4
|
%
|
|
5
|
%
|
|
3-7%
|
Real estate fund
|
3
|
%
|
|
3
|
%
|
|
2-4%
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Fair Value at December 31, 2017
|
|
Fair Value at December 31, 2016
|
||||||||||||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Investments at Fair Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mutual Funds
|
|
$8,986
|
|
|
—
|
|
|
—
|
|
|
|
$8,986
|
|
|
|
$13,962
|
|
|
—
|
|
|
—
|
|
|
|
$13,962
|
|
Investments at Net Asset Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Collective Trusts
|
|
|
|
|
|
|
|
|
48,391
|
|
|
|
|
|
|
|
|
|
|
37,152
|
|
||||||
Total Investments at Fair Value
|
|
|
|
|
|
|
|
|
|
$57,377
|
|
|
|
|
|
|
|
|
|
|
|
$51,114
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
2018
|
|
$3,315
|
|
|
|
$32
|
|
2019
|
3,478
|
|
|
35
|
|
||
2020
|
3,670
|
|
|
37
|
|
||
2021
|
3,770
|
|
|
40
|
|
||
2022
|
4,028
|
|
|
43
|
|
||
2023 - 2027
|
21,803
|
|
|
260
|
|
16.
|
INCENTIVE STOCK PLANS
|
|
2017
|
|
2016
|
|
2015
|
||||||
Selling and general expenses
|
|
$4,784
|
|
|
|
$4,607
|
|
|
|
$3,752
|
|
Cost of sales
|
556
|
|
|
487
|
|
|
635
|
|
|||
Timber and Timberlands, net (a)
|
56
|
|
|
42
|
|
|
97
|
|
|||
Total stock-based compensation
|
|
$5,396
|
|
|
|
$5,136
|
|
|
|
$4,484
|
|
|
|
|
|
|
|
||||||
Tax benefit recognized related to stock-based compensation expense (b)
|
|
$249
|
|
|
|
$483
|
|
|
|
$302
|
|
|
|
|
|
|
(a)
|
Represents amounts capitalized as part of the overhead allocation of timber-related costs.
|
(b)
|
A valuation allowance is recorded against the tax benefit recognized as the Company does not expect to be able to realize the benefit in the future.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restricted shares granted
|
97,643
|
|
|
106,326
|
|
|
96,088
|
|
|||
Weighted average price of restricted shares granted
|
|
$28.18
|
|
|
|
$25.08
|
|
|
|
$26.28
|
|
Intrinsic value of restricted stock outstanding (a)
|
8,906
|
|
|
6,177
|
|
|
4,434
|
|
|||
Grant date fair value of restricted stock vested
|
1,198
|
|
|
2,248
|
|
|
2,632
|
|
|||
Cash used to purchase common shares from current and former employees to pay minimum withholding tax requirements on restricted shares vested
|
|
$176
|
|
|
|
$178
|
|
|
|
$122
|
|
|
|
|
|
|
(a)
|
Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at
December 31, 2017
.
|
|
2017
|
|||||
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Non-vested Restricted Shares at January 1,
|
232,231
|
|
|
|
$29.47
|
|
Granted
|
97,643
|
|
|
28.18
|
|
|
Vested
|
(42,808
|
)
|
|
27.98
|
|
|
Cancelled
|
(5,497
|
)
|
|
26.22
|
|
|
Non-vested Restricted Shares at December 31,
|
281,569
|
|
|
|
$29.32
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Common shares of Company stock reserved for performance shares granted during year
|
226,448
|
|
|
250,584
|
|
|
219,844
|
|
|||
Weighted average fair value of performance share units granted
|
|
$32.17
|
|
|
|
$28.79
|
|
|
|
$29.62
|
|
Intrinsic value of outstanding performance share units (a)
|
10,414
|
|
|
7,482
|
|
|
3,822
|
|
|||
Fair value of performance shares vested
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash used to purchase common shares from current and former employees to pay minimum withholding tax requirements on performance shares vested
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(a)
|
Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at
December 31, 2017
.
|
|
2017
|
|||||
|
Number
of Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Outstanding Performance Share units at January 1,
|
281,288
|
|
|
|
$31.35
|
|
Granted
|
113,224
|
|
|
32.17
|
|
|
Other Cancellations/Adjustments
|
(65,273
|
)
|
|
38.56
|
|
|
Outstanding Performance Share units at December 31,
|
329,239
|
|
|
|
$30.21
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Expected volatility
|
23.3
|
%
|
|
25.4
|
%
|
|
21.9
|
%
|
Risk-free rate
|
1.5
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
|
2017
|
|||||||||||
|
Number of
Shares
|
|
Weighted
Average Exercise
Price
(per common share)
|
|
Weighted
Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding at January 1,
|
1,079,800
|
|
|
|
$28.16
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(229,006
|
)
|
|
20.75
|
|
|
|
|
|
|||
Cancelled or expired
|
(9,728
|
)
|
|
33.00
|
|
|
|
|
|
|||
Options outstanding at December 31,
|
841,066
|
|
|
30.13
|
|
|
4.2
|
|
|
$2,589
|
|
|
Options exercisable at December 31,
|
841,066
|
|
|
|
$30.13
|
|
|
4.2
|
|
|
$2,589
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Intrinsic value of options exercised (a)
|
|
$1,993
|
|
|
|
$539
|
|
|
|
$773
|
|
Fair value of options vested
|
6,138
|
|
|
1,317
|
|
|
1,938
|
|
|||
Cash received from exercise of options
|
4,751
|
|
|
1,576
|
|
|
2,117
|
|
|
|
|
|
|
(a)
|
Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option.
|
17.
|
OTHER OPERATING INCOME (EXPENSE), NET
|
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign currency (loss) income
|
|
($394
|
)
|
|
|
$283
|
|
|
|
($89
|
)
|
(Loss) gain on sale or disposal of property plant & equipment
|
(68
|
)
|
|
85
|
|
|
7
|
|
|||
Gain (loss) on foreign currency exchange and option contracts
|
3,438
|
|
|
(645
|
)
|
|
(5,338
|
)
|
|||
Deferred payments related to prior land sales
|
—
|
|
|
8,658
|
|
|
—
|
|
|||
Costs related to business combination
|
—
|
|
|
(1,316
|
)
|
|
—
|
|
|||
Gain on foreign currency derivatives (a)
|
—
|
|
|
1,153
|
|
|
—
|
|
|||
New Zealand JV log trading marketing fees
|
1,222
|
|
|
951
|
|
|
976
|
|
|||
Miscellaneous income (expense), net
|
195
|
|
|
(83
|
)
|
|
896
|
|
|||
Total
|
|
$4,393
|
|
|
|
$9,086
|
|
|
|
($3,548
|
)
|
|
|
|
|
|
(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.
|
18.
|
INVENTORY
|
|
2017
|
|
2016
|
||||
Finished goods inventory
|
|
|
|
||||
Real estate inventory (a)
|
|
$18,350
|
|
|
|
$17,059
|
|
Log inventory
|
5,791
|
|
|
4,320
|
|
||
Total inventory
|
|
$24,141
|
|
|
|
$21,379
|
|
|
|
|
|
|
(a)
|
Represents cost of HBU real estate (including capitalized development investments) expected to be sold within 12 months. See
Note 6 — Higher and Better Use Timberlands and Real Estate Development Investments
for additional information.
|
19.
|
RESTRICTED CASH
|
20.
|
OTHER ASSETS
|
|
2017
|
|
2016
|
||||
Balance, January 1 (net of $0 of accumulated impairment)
|
|
$8,679
|
|
|
|
$8,478
|
|
Changes to carrying amount
|
|
|
|
||||
Acquisitions
|
—
|
|
|
—
|
|
||
Impairment
|
—
|
|
|
—
|
|
||
Foreign currency adjustment
|
97
|
|
|
201
|
|
||
Balance, December 31 (net of $0 of accumulated impairment)
|
|
$8,776
|
|
|
|
$8,679
|
|
22.
|
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, 2015
|
|
($2,450
|
)
|
|
|
$6,271
|
|
|
|
($11,592
|
)
|
|
|
($25,732
|
)
|
|
|
($33,503
|
)
|
Other comprehensive income before reclassifications
|
7,387
|
|
|
—
|
|
|
22,024
|
|
|
3,020
|
|
(b)
|
32,431
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(4,606
|
)
|
|
583
|
|
|
2,513
|
|
(c)
|
(1,510
|
)
|
|||||
Net other comprehensive income/(loss)
|
7,387
|
|
|
(4,606
|
)
|
|
22,607
|
|
|
5,533
|
|
|
30,921
|
|
|||||
Recapitalization of New Zealand JV
|
3,622
|
|
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
3,438
|
|
|||||
Balance as of December 31, 2016
|
|
$8,559
|
|
|
|
$1,665
|
|
|
|
$10,831
|
|
|
|
($20,199
|
)
|
|
|
$856
|
|
Other comprehensive income/(loss) before reclassifications
|
7,416
|
|
|
—
|
|
|
7,321
|
|
(a)
|
(673
|
)
|
|
14,064
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
(1,968
|
)
|
|
465
|
|
(c)
|
(1,503
|
)
|
|||||
Net other comprehensive income/(loss)
|
7,416
|
|
|
—
|
|
|
5,353
|
|
|
(208
|
)
|
|
12,561
|
|
|||||
Balance as of December 31, 2017
|
|
$15,975
|
|
|
|
$1,665
|
|
|
|
$16,184
|
|
|
|
($20,407
|
)
|
|
|
$13,417
|
|
|
|
|
|
(a)
|
Includes
$4.2 million
of other comprehensive gain related to interest rate swaps. See
Note 13 — Derivative Financial Instruments and Hedging Activities
for additional information.
|
(b)
|
This accumulated other comprehensive income component is comprised of
$2.4 million
from the annual computation of pension liabilities and a
$5.4 million
curtailment gain. See
Note 15 — Employee Benefit Plans
for additional information.
|
(c)
|
This component of other comprehensive income is included in the computation of net periodic pension cost. See
Note 15 — Employee Benefit Plans
for additional information.
|
Details about accumulated other comprehensive income (loss) components
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
Affected line item in the income statement
|
||||||
|
2017
|
|
2016
|
|
||||||
Realized (gain) loss on foreign currency exchange contracts
|
|
|
($2,631
|
)
|
|
|
$759
|
|
|
Other operating (income) expense, net
|
Realized (gain) loss on foreign currency option contracts
|
|
(919
|
)
|
|
436
|
|
|
Other operating (income) expense, net
|
||
Noncontrolling interest
|
|
817
|
|
|
(385
|
)
|
|
Comprehensive income (loss) attributable to noncontrolling interest
|
||
Income tax expense (benefit) from foreign currency contracts
|
|
765
|
|
|
(227
|
)
|
|
Income tax (expense) benefit (Note 9)
|
||
Net (gain) loss on cash flow hedges reclassified from accumulated other comprehensive income
|
|
|
($1,968
|
)
|
|
|
$583
|
|
|
|
23.
|
QUARTERLY RESULTS FOR
2017
and
2016
(UNAUDITED)
|
|
Quarter Ended
|
|
Total Year
|
||||||||||||||||
|
Mar. 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
|||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
|
$194,491
|
|
|
|
$200,964
|
|
|
|
$184,419
|
|
|
|
$239,722
|
|
|
|
$819,596
|
|
Cost of sales
|
136,828
|
|
|
144,610
|
|
|
136,983
|
|
|
149,832
|
|
|
568,253
|
|
|||||
Net Income
|
35,083
|
|
|
30,773
|
|
|
28,803
|
|
|
66,920
|
|
|
161,579
|
|
|||||
Net Income attributable to Rayonier Inc.
|
33,843
|
|
|
26,161
|
|
|
24,688
|
|
|
64,150
|
|
|
148,842
|
|
|||||
Basic EPS attributable to Rayonier Inc.
|
|
$0.27
|
|
|
|
$0.20
|
|
|
|
$0.19
|
|
|
|
$0.50
|
|
|
|
$1.17
|
|
Diluted EPS attributable to Rayonier Inc.
|
|
$0.27
|
|
|
|
$0.20
|
|
|
|
$0.19
|
|
|
|
$0.50
|
|
|
|
$1.16
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
|
$140,575
|
|
|
|
$269,171
|
|
|
|
$176,867
|
|
|
|
$229,302
|
|
|
|
$815,915
|
|
Cost of sales
|
108,447
|
|
|
138,480
|
|
|
116,922
|
|
|
162,590
|
|
|
526,439
|
|
|||||
Net Income
|
15,058
|
|
|
111,579
|
|
|
40,624
|
|
|
50,509
|
|
|
217,770
|
|
|||||
Net Income attributable to Rayonier Inc.
|
14,472
|
|
|
109,821
|
|
|
39,355
|
|
|
48,324
|
|
|
211,972
|
|
|||||
Basic EPS attributable to Rayonier Inc.
|
|
$0.12
|
|
|
|
$0.90
|
|
|
|
$0.32
|
|
|
|
$0.39
|
|
|
|
$1.73
|
|
Diluted EPS attributable to Rayonier Inc.
|
|
$0.12
|
|
|
|
$0.89
|
|
|
|
$0.32
|
|
|
|
$0.39
|
|
|
|
$1.73
|
|
|
Quarter Ended
|
|
Total Year
|
||||||||||||||||
|
Mar. 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
|||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
|
$186,512
|
|
|
|
$194,719
|
|
|
|
$177,946
|
|
|
|
$233,482
|
|
|
|
$792,659
|
|
Cost of sales
|
136,413
|
|
|
143,687
|
|
|
136,583
|
|
|
149,206
|
|
|
565,889
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
|
$134,843
|
|
|
|
$261,550
|
|
|
|
$171,421
|
|
|
|
$220,464
|
|
|
|
$788,278
|
|
Cost of sales
|
107,971
|
|
|
138,194
|
|
|
116,624
|
|
|
161,918
|
|
|
524,707
|
|
24.
|
CONSOLIDATING FINANCIAL STATEMENTS
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2017 |
||||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$819,596
|
|
|
—
|
|
|
|
$819,596
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
568,253
|
|
|
—
|
|
|
568,253
|
|
|||||
Selling and general expenses
|
—
|
|
|
16,797
|
|
|
23,448
|
|
|
—
|
|
|
40,245
|
|
|||||
Other operating expense (income), net
|
—
|
|
|
479
|
|
|
(4,872
|
)
|
|
—
|
|
|
(4,393
|
)
|
|||||
|
—
|
|
|
17,276
|
|
|
586,829
|
|
|
—
|
|
|
604,105
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(17,276
|
)
|
|
232,767
|
|
|
—
|
|
|
215,491
|
|
|||||
Interest expense
|
(12,556
|
)
|
|
(19,699
|
)
|
|
(1,816
|
)
|
|
—
|
|
|
(34,071
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
9,679
|
|
|
2,878
|
|
|
(10,717
|
)
|
|
—
|
|
|
1,840
|
|
|||||
Equity in income from subsidiaries
|
151,719
|
|
|
186,388
|
|
|
—
|
|
|
(338,107
|
)
|
|
—
|
|
|||||
INCOME BEFORE INCOME TAXES
|
148,842
|
|
|
152,291
|
|
|
220,234
|
|
|
(338,107
|
)
|
|
183,260
|
|
|||||
Income tax expense
|
—
|
|
|
(572
|
)
|
|
(21,109
|
)
|
|
—
|
|
|
(21,681
|
)
|
|||||
NET INCOME
|
148,842
|
|
|
151,719
|
|
|
199,125
|
|
|
(338,107
|
)
|
|
161,579
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
12,737
|
|
|
—
|
|
|
12,737
|
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
148,842
|
|
|
151,719
|
|
|
186,388
|
|
|
(338,107
|
)
|
|
148,842
|
|
|||||
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
7,416
|
|
|
—
|
|
|
9,114
|
|
|
(7,416
|
)
|
|
9,114
|
|
|||||
New Zealand joint venture cash flow hedges
|
5,353
|
|
|
4,214
|
|
|
1,479
|
|
|
(5,353
|
)
|
|
5,693
|
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
(208
|
)
|
|
(208
|
)
|
|
—
|
|
|
208
|
|
|
(208
|
)
|
|||||
Total other comprehensive income
|
12,561
|
|
|
4,006
|
|
|
10,593
|
|
|
(12,561
|
)
|
|
14,599
|
|
|||||
COMPREHENSIVE INCOME
|
161,403
|
|
|
155,725
|
|
|
209,718
|
|
|
(350,668
|
)
|
|
176,178
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
14,775
|
|
|
—
|
|
|
14,775
|
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$161,403
|
|
|
|
$155,725
|
|
|
|
$194,943
|
|
|
|
($350,668
|
)
|
|
|
$161,403
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2016 |
||||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$815,915
|
|
|
—
|
|
|
|
$815,915
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
526,439
|
|
|
—
|
|
|
526,439
|
|
|||||
Selling and general expenses
|
—
|
|
|
15,253
|
|
|
27,532
|
|
|
—
|
|
|
42,785
|
|
|||||
Other operating expense (income), net
|
—
|
|
|
448
|
|
|
(9,534
|
)
|
|
—
|
|
|
(9,086
|
)
|
|||||
|
—
|
|
|
15,701
|
|
|
544,437
|
|
|
—
|
|
|
560,138
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(15,701
|
)
|
|
271,478
|
|
|
—
|
|
|
255,777
|
|
|||||
Interest expense
|
(12,555
|
)
|
|
(16,775
|
)
|
|
(2,915
|
)
|
|
—
|
|
|
(32,245
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
8,613
|
|
|
2,750
|
|
|
(12,061
|
)
|
|
—
|
|
|
(698
|
)
|
|||||
Equity in income from subsidiaries
|
215,914
|
|
|
246,193
|
|
|
—
|
|
|
(462,107
|
)
|
|
—
|
|
|||||
INCOME BEFORE INCOME TAXES
|
211,972
|
|
|
216,467
|
|
|
256,502
|
|
|
(462,107
|
)
|
|
222,834
|
|
|||||
Income tax expense
|
—
|
|
|
(553
|
)
|
|
(4,511
|
)
|
|
—
|
|
|
(5,064
|
)
|
|||||
NET INCOME
|
211,972
|
|
|
215,914
|
|
|
251,991
|
|
|
(462,107
|
)
|
|
217,770
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5,798
|
|
|
—
|
|
|
5,798
|
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
211,972
|
|
|
215,914
|
|
|
246,193
|
|
|
(462,107
|
)
|
|
211,972
|
|
|||||
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
2,780
|
|
|
(4,606
|
)
|
|
10,930
|
|
|
(2,782
|
)
|
|
6,322
|
|
|||||
New Zealand joint venture cash flow hedges
|
22,607
|
|
|
21,422
|
|
|
1,401
|
|
|
(22,608
|
)
|
|
22,822
|
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
5,533
|
|
|
5,533
|
|
|
—
|
|
|
(5,533
|
)
|
|
5,533
|
|
|||||
Total other comprehensive income
|
30,920
|
|
|
22,349
|
|
|
12,331
|
|
|
(30,923
|
)
|
|
34,677
|
|
|||||
COMPREHENSIVE INCOME
|
242,892
|
|
|
238,263
|
|
|
264,322
|
|
|
(493,030
|
)
|
|
252,447
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
9,555
|
|
|
—
|
|
|
9,555
|
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$242,892
|
|
|
|
$238,263
|
|
|
|
$254,767
|
|
|
|
($493,030
|
)
|
|
|
$242,892
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2015 |
||||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$568,800
|
|
|
—
|
|
|
|
$568,800
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
441,718
|
|
|
—
|
|
|
441,718
|
|
|||||
Selling and general expenses
|
—
|
|
|
20,468
|
|
|
25,282
|
|
|
—
|
|
|
45,750
|
|
|||||
Other operating (income) expense, net
|
—
|
|
|
(404
|
)
|
|
3,952
|
|
|
—
|
|
|
3,548
|
|
|||||
|
—
|
|
|
20,064
|
|
|
470,952
|
|
|
—
|
|
|
491,016
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(20,064
|
)
|
|
97,848
|
|
|
—
|
|
|
77,784
|
|
|||||
Interest expense
|
(12,703
|
)
|
|
(9,135
|
)
|
|
(9,861
|
)
|
|
—
|
|
|
(31,699
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
7,789
|
|
|
2,612
|
|
|
(13,404
|
)
|
|
—
|
|
|
(3,003
|
)
|
|||||
Equity in income from subsidiaries
|
51,079
|
|
|
75,532
|
|
|
—
|
|
|
(126,611
|
)
|
|
—
|
|
|||||
INCOME BEFORE INCOME TAXES
|
46,165
|
|
|
48,945
|
|
|
74,583
|
|
|
(126,611
|
)
|
|
43,082
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
2,134
|
|
|
(1,275
|
)
|
|
—
|
|
|
859
|
|
|||||
NET INCOME
|
46,165
|
|
|
51,079
|
|
|
73,308
|
|
|
(126,611
|
)
|
|
43,941
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2,224
|
)
|
|
—
|
|
|
(2,224
|
)
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
46,165
|
|
|
51,079
|
|
|
75,532
|
|
|
(126,611
|
)
|
|
46,165
|
|
|||||
OTHER COMPREHENSIVE (LOSS) INCOME
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment
|
(21,567
|
)
|
|
7,922
|
|
|
(40,373
|
)
|
|
21,567
|
|
|
(32,451
|
)
|
|||||
New Zealand joint venture cash flow hedges
|
(10,042
|
)
|
|
(10,195
|
)
|
|
234
|
|
|
10,042
|
|
|
(9,961
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
2,933
|
|
|
2,933
|
|
|
—
|
|
|
(2,933
|
)
|
|
2,933
|
|
|||||
Total other comprehensive (loss) income
|
(28,676
|
)
|
|
660
|
|
|
(40,139
|
)
|
|
28,676
|
|
|
(39,479
|
)
|
|||||
COMPREHENSIVE INCOME
|
17,489
|
|
|
51,739
|
|
|
33,169
|
|
|
(97,935
|
)
|
|
4,462
|
|
|||||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(13,027
|
)
|
|
—
|
|
|
(13,027
|
)
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$17,489
|
|
|
|
$51,739
|
|
|
|
$46,196
|
|
|
|
($97,935
|
)
|
|
|
$17,489
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2017 |
||||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$48,564
|
|
|
|
$25,042
|
|
|
|
$39,047
|
|
|
—
|
|
|
|
$112,653
|
|
|
Accounts receivable, less allowance for doubtful accounts
|
—
|
|
|
3,726
|
|
|
23,967
|
|
|
—
|
|
|
27,693
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
24,141
|
|
|
—
|
|
|
24,141
|
|
|||||
Prepaid logging roads
|
—
|
|
|
—
|
|
|
11,207
|
|
|
—
|
|
|
11,207
|
|
|||||
Prepaid expenses
|
—
|
|
|
759
|
|
|
4,027
|
|
|
—
|
|
|
4,786
|
|
|||||
Other current assets
|
—
|
|
|
14
|
|
|
3,033
|
|
|
—
|
|
|
3,047
|
|
|||||
Total current assets
|
48,564
|
|
|
29,541
|
|
|
105,422
|
|
|
—
|
|
|
183,527
|
|
|||||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
—
|
|
|
—
|
|
|
2,462,066
|
|
|
—
|
|
|
2,462,066
|
|
|||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
—
|
|
|
—
|
|
|
80,797
|
|
|
—
|
|
|
80,797
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
21
|
|
|
23,357
|
|
|
—
|
|
|
23,378
|
|
|||||
RESTRICTED CASH
|
—
|
|
|
—
|
|
|
59,703
|
|
|
—
|
|
|
59,703
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,531,156
|
|
|
2,814,408
|
|
|
—
|
|
|
(4,345,564
|
)
|
|
—
|
|
|||||
INTERCOMPANY RECEIVABLE
|
40,067
|
|
|
(628,167
|
)
|
|
588,100
|
|
|
—
|
|
|
—
|
|
|||||
OTHER ASSETS
|
2
|
|
|
12,680
|
|
|
36,328
|
|
|
—
|
|
|
49,010
|
|
|||||
TOTAL ASSETS
|
|
$1,619,789
|
|
|
|
$2,228,483
|
|
|
|
$3,355,773
|
|
|
|
($4,345,564
|
)
|
|
|
$2,858,481
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
—
|
|
|
|
$2,838
|
|
|
|
$22,310
|
|
|
—
|
|
|
|
$25,148
|
|
||
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
3,375
|
|
|
—
|
|
|
3,375
|
|
|||||
Accrued taxes
|
—
|
|
|
48
|
|
|
3,733
|
|
|
—
|
|
|
3,781
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
5,298
|
|
|
4,364
|
|
|
—
|
|
|
9,662
|
|
|||||
Accrued interest
|
3,047
|
|
|
1,995
|
|
|
12
|
|
|
—
|
|
|
5,054
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
9,721
|
|
|
—
|
|
|
9,721
|
|
|||||
Other current liabilities
|
—
|
|
|
564
|
|
|
11,243
|
|
|
—
|
|
|
11,807
|
|
|||||
Total current liabilities
|
3,047
|
|
|
10,743
|
|
|
54,758
|
|
|
—
|
|
|
68,548
|
|
|||||
LONG-TERM DEBT
|
323,434
|
|
|
663,570
|
|
|
35,000
|
|
|
—
|
|
|
1,022,004
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
32,589
|
|
|
(684
|
)
|
|
—
|
|
|
31,905
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
9,386
|
|
|
33,698
|
|
|
—
|
|
|
43,084
|
|
|||||
INTERCOMPANY PAYABLE
|
(299,715
|
)
|
|
(18,961
|
)
|
|
318,676
|
|
|
—
|
|
|
—
|
|
|||||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,593,023
|
|
|
1,531,156
|
|
|
2,814,408
|
|
|
(4,345,564
|
)
|
|
1,593,023
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
99,917
|
|
|
—
|
|
|
99,917
|
|
|||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,593,023
|
|
|
1,531,156
|
|
|
2,914,325
|
|
|
(4,345,564
|
)
|
|
1,692,940
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$1,619,789
|
|
|
|
$2,228,483
|
|
|
|
$3,355,773
|
|
|
|
($4,345,564
|
)
|
|
|
$2,858,481
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2016 |
||||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$21,453
|
|
|
|
$9,461
|
|
|
|
$54,995
|
|
|
—
|
|
|
|
$85,909
|
|
|
Accounts receivable, less allowance for doubtful accounts
|
—
|
|
|
2,991
|
|
|
17,673
|
|
|
—
|
|
|
20,664
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
21,379
|
|
|
—
|
|
|
21,379
|
|
|||||
Prepaid logging roads
|
—
|
|
|
—
|
|
|
10,228
|
|
|
—
|
|
|
10,228
|
|
|||||
Prepaid expenses
|
—
|
|
|
427
|
|
|
1,152
|
|
|
—
|
|
|
1,579
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
23,171
|
|
|
—
|
|
|
23,171
|
|
|||||
Other current assets
|
—
|
|
|
236
|
|
|
1,638
|
|
|
—
|
|
|
1,874
|
|
|||||
Total current assets
|
21,453
|
|
|
13,115
|
|
|
130,236
|
|
|
—
|
|
|
164,804
|
|
|||||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
—
|
|
|
—
|
|
|
2,291,015
|
|
|
—
|
|
|
2,291,015
|
|
|||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
—
|
|
|
—
|
|
|
70,374
|
|
|
—
|
|
|
70,374
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
177
|
|
|
13,857
|
|
|
—
|
|
|
14,034
|
|
|||||
RESTRICTED CASH
|
—
|
|
|
—
|
|
|
71,708
|
|
|
—
|
|
|
71,708
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,422,081
|
|
|
2,671,428
|
|
|
—
|
|
|
(4,093,509
|
)
|
|
—
|
|
|||||
INTERCOMPANY RECEIVABLES
|
26,472
|
|
|
(611,571
|
)
|
|
585,099
|
|
|
—
|
|
|
—
|
|
|||||
OTHER ASSETS
|
2
|
|
|
46,846
|
|
|
26,977
|
|
|
—
|
|
|
73,825
|
|
|||||
TOTAL ASSETS
|
|
$1,470,008
|
|
|
|
$2,119,995
|
|
|
|
$3,189,266
|
|
|
|
($4,093,509
|
)
|
|
|
$2,685,760
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
—
|
|
|
|
$1,194
|
|
|
|
$21,143
|
|
|
—
|
|
|
|
$22,337
|
|
||
Current maturities of long-term debt
|
31,676
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,676
|
|
|||||
Accrued taxes
|
—
|
|
|
(111
|
)
|
|
2,768
|
|
|
—
|
|
|
2,657
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
5,013
|
|
|
4,264
|
|
|
—
|
|
|
9,277
|
|
|||||
Accrued interest
|
3,047
|
|
|
2,040
|
|
|
253
|
|
|
—
|
|
|
5,340
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
9,099
|
|
|
—
|
|
|
9,099
|
|
|||||
Other current liabilities
|
—
|
|
|
165
|
|
|
11,415
|
|
|
—
|
|
|
11,580
|
|
|||||
Total current liabilities
|
34,723
|
|
|
8,301
|
|
|
48,942
|
|
|
—
|
|
|
91,966
|
|
|||||
LONG-TERM DEBT
|
291,390
|
|
|
663,343
|
|
|
75,472
|
|
|
—
|
|
|
1,030,205
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
32,541
|
|
|
(685
|
)
|
|
—
|
|
|
31,856
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
12,690
|
|
|
22,291
|
|
|
—
|
|
|
34,981
|
|
|||||
INTERCOMPANY PAYABLE
|
(267,715
|
)
|
|
(18,961
|
)
|
|
286,676
|
|
|
—
|
|
|
—
|
|
|||||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,411,610
|
|
|
1,422,081
|
|
|
2,671,428
|
|
|
(4,093,509
|
)
|
|
1,411,610
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
85,142
|
|
|
—
|
|
|
85,142
|
|
|||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,411,610
|
|
|
1,422,081
|
|
|
2,756,570
|
|
|
(4,093,509
|
)
|
|
1,496,752
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$1,470,008
|
|
|
|
$2,119,995
|
|
|
|
$3,189,266
|
|
|
|
($4,093,509
|
)
|
|
|
$2,685,760
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2017 |
|||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
|||||||||
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
|
|
($48,104
|
)
|
|
|
$111,431
|
|
|
|
$192,957
|
|
|
—
|
|
|
|
$256,284
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(65,345
|
)
|
|
—
|
|
|
(65,345
|
)
|
||||
Real estate development investments
|
—
|
|
|
—
|
|
|
(15,784
|
)
|
|
—
|
|
|
(15,784
|
)
|
||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(242,910
|
)
|
|
—
|
|
|
(242,910
|
)
|
||||
Net proceeds from Large Dispositions
|
—
|
|
|
—
|
|
|
95,243
|
|
|
—
|
|
|
95,243
|
|
||||
Rayonier office building under construction
|
—
|
|
|
—
|
|
|
(6,084
|
)
|
|
—
|
|
|
(6,084
|
)
|
||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
12,005
|
|
|
—
|
|
|
12,005
|
|
||||
Investment in subsidiaries
|
—
|
|
|
38,546
|
|
|
—
|
|
|
(38,546
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(373
|
)
|
|
—
|
|
|
(373
|
)
|
||||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
—
|
|
|
38,546
|
|
|
(223,248
|
)
|
|
(38,546
|
)
|
|
(223,248
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Issuance of debt
|
—
|
|
|
25,000
|
|
|
38,389
|
|
|
—
|
|
|
63,389
|
|
||||
Repayment of debt
|
—
|
|
|
(15,000
|
)
|
|
(85,157
|
)
|
|
—
|
|
|
(100,157
|
)
|
||||
Dividends paid
|
(127,069
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127,069
|
)
|
||||
Proceeds from the issuance of common shares
|
4,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,751
|
|
||||
Proceeds from the issuance of common shares from equity offering, net of costs
|
152,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,390
|
|
||||
Repurchase of common shares
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
||||
Issuance of intercompany notes
|
(32,000
|
)
|
|
—
|
|
|
32,000
|
|
|
—
|
|
|
—
|
|
||||
Intercompany distributions
|
77,319
|
|
|
(144,396
|
)
|
|
28,531
|
|
|
38,546
|
|
|
—
|
|
||||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
75,215
|
|
|
(134,396
|
)
|
|
13,763
|
|
|
38,546
|
|
|
(6,872
|
)
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
580
|
|
|
—
|
|
|
580
|
|
||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash and cash equivalents
|
27,111
|
|
|
15,581
|
|
|
(15,948
|
)
|
|
—
|
|
|
26,744
|
|
||||
Balance, beginning of year
|
21,453
|
|
|
9,461
|
|
|
54,995
|
|
|
—
|
|
|
85,909
|
|
||||
Balance, end of year
|
|
$48,564
|
|
|
|
$25,042
|
|
|
|
$39,047
|
|
|
—
|
|
|
|
$112,653
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2016 |
|||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
|||||||||
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
|
|
($7,480
|
)
|
|
|
$113,775
|
|
|
|
$97,506
|
|
|
—
|
|
|
|
$203,801
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(58,723
|
)
|
|
—
|
|
|
(58,723
|
)
|
||||
Real estate development investments
|
—
|
|
|
—
|
|
|
(8,746
|
)
|
|
—
|
|
|
(8,746
|
)
|
||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(366,481
|
)
|
|
—
|
|
|
(366,481
|
)
|
||||
Assets purchased in business acquisition
|
—
|
|
|
—
|
|
|
(887
|
)
|
|
—
|
|
|
(887
|
)
|
||||
Net proceeds from Large Disposition
|
—
|
|
|
—
|
|
|
203,862
|
|
|
—
|
|
|
203,862
|
|
||||
Rayonier office building under construction
|
—
|
|
|
—
|
|
|
(6,307
|
)
|
|
—
|
|
|
(6,307
|
)
|
||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(48,184
|
)
|
|
—
|
|
|
(48,184
|
)
|
||||
Investment in subsidiaries
|
—
|
|
|
(293,820
|
)
|
|
—
|
|
|
293,820
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
2,311
|
|
|
—
|
|
|
2,311
|
|
||||
CASH USED FOR INVESTING ACTIVITIES
|
—
|
|
|
(293,820
|
)
|
|
(283,155
|
)
|
|
293,820
|
|
|
(283,155
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Issuance of debt
|
—
|
|
|
548,000
|
|
|
147,916
|
|
|
—
|
|
|
695,916
|
|
||||
Repayment of debt
|
—
|
|
|
(140,000
|
)
|
|
(318,415
|
)
|
|
—
|
|
|
(458,415
|
)
|
||||
Dividends paid
|
(122,845
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,845
|
)
|
||||
Proceeds from the issuance of common shares
|
1,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,576
|
|
||||
Repurchase of common shares
|
(690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(690
|
)
|
||||
Debt issuance costs
|
—
|
|
|
(818
|
)
|
|
—
|
|
|
—
|
|
|
(818
|
)
|
||||
Issuance of intercompany notes
|
(12,000
|
)
|
|
—
|
|
|
12,000
|
|
|
—
|
|
|
—
|
|
||||
Intercompany distributions
|
160,597
|
|
|
(230,893
|
)
|
|
364,116
|
|
|
(293,820
|
)
|
|
—
|
|
||||
Other
|
(177
|
)
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
(301
|
)
|
||||
CASH PROVIDED BY FINANCING ACTIVITIES
|
26,461
|
|
|
176,289
|
|
|
205,493
|
|
|
(293,820
|
)
|
|
114,423
|
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(937
|
)
|
|
—
|
|
|
(937
|
)
|
||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash and cash equivalents
|
18,981
|
|
|
(3,756
|
)
|
|
18,907
|
|
|
—
|
|
|
34,132
|
|
||||
Balance, beginning of year
|
2,472
|
|
|
13,217
|
|
|
36,088
|
|
|
—
|
|
|
51,777
|
|
||||
Balance, end of year
|
|
$21,453
|
|
|
|
$9,461
|
|
|
|
$54,995
|
|
|
—
|
|
|
|
$85,909
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2015 |
|||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
|||||||||
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
|
|
($4,890
|
)
|
|
|
($21,421
|
)
|
|
|
$203,475
|
|
|
—
|
|
|
|
$177,164
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
—
|
|
|
(78
|
)
|
|
(57,215
|
)
|
|
—
|
|
|
(57,293
|
)
|
||||
Real estate development investments
|
—
|
|
|
—
|
|
|
(2,676
|
)
|
|
—
|
|
|
(2,676
|
)
|
||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(98,409
|
)
|
|
—
|
|
|
(98,409
|
)
|
||||
Proceeds from settlement of foreign currency derivative
|
—
|
|
|
—
|
|
|
2,804
|
|
|
—
|
|
|
2,804
|
|
||||
Rayonier office building under construction
|
—
|
|
|
—
|
|
|
(908
|
)
|
|
—
|
|
|
(908
|
)
|
||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(16,836
|
)
|
|
—
|
|
|
(16,836
|
)
|
||||
Investment in subsidiaries
|
—
|
|
|
126,242
|
|
|
—
|
|
|
(126,242
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
7,009
|
|
|
—
|
|
|
7,009
|
|
||||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
—
|
|
|
126,164
|
|
|
(166,231
|
)
|
|
(126,242
|
)
|
|
(166,309
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Issuance of debt
|
61,000
|
|
|
353,000
|
|
|
58,558
|
|
|
—
|
|
|
472,558
|
|
||||
Repayment of debt
|
(61,000
|
)
|
|
(232,973
|
)
|
|
(70,429
|
)
|
|
—
|
|
|
(364,402
|
)
|
||||
Dividends paid
|
(124,936
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,936
|
)
|
||||
Proceeds from the issuance of common shares
|
2,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,117
|
|
||||
Repurchase of common shares
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
||||
Debt issuance costs
|
—
|
|
|
(1,678
|
)
|
|
—
|
|
|
—
|
|
|
(1,678
|
)
|
||||
Issuance of intercompany notes
|
(35,500
|
)
|
|
—
|
|
|
35,500
|
|
|
—
|
|
|
—
|
|
||||
Intercompany distributions
|
163,585
|
|
|
(217,980
|
)
|
|
(71,847
|
)
|
|
126,242
|
|
|
—
|
|
||||
Other
|
(122
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
||||
CASH USED FOR FINANCING ACTIVITIES
|
(94,856
|
)
|
|
(99,631
|
)
|
|
(48,218
|
)
|
|
126,242
|
|
|
(116,463
|
)
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(4,173
|
)
|
|
—
|
|
|
(4,173
|
)
|
||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash and cash equivalents
|
(99,746
|
)
|
|
5,112
|
|
|
(15,147
|
)
|
|
—
|
|
|
(109,781
|
)
|
||||
Balance, beginning of year
|
102,218
|
|
|
8,105
|
|
|
51,235
|
|
|
—
|
|
|
161,558
|
|
||||
Balance, end of year
|
|
$2,472
|
|
|
|
$13,217
|
|
|
|
$36,088
|
|
|
—
|
|
|
|
$51,777
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents filed as a part of this report:
|
(1)
|
See
Index to Financial Statements
on page
56
for a list of the financial statements filed as part of this report.
|
(2)
|
Financial Statement Schedules:
|
Description
|
Balance
at
Beginning
of Year
|
|
Additions Charged
to Cost
and
Expenses
|
|
Deductions
|
|
Balance
at End
of Year
|
|||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2017
|
|
$33
|
|
|
—
|
|
|
(10
|
)
|
|
|
$23
|
|
|
Year ended December 31, 2016
|
42
|
|
|
—
|
|
|
(9
|
)
|
|
33
|
|
|||
Year ended December 31, 2015
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Deferred tax asset valuation allowance:
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2017
|
|
$21,861
|
|
|
|
$13,028
|
|
(a)
|
—
|
|
|
|
$34,889
|
|
Year ended December 31, 2016
|
18,248
|
|
|
3,613
|
|
(a)
|
—
|
|
|
21,861
|
|
|||
Year ended December 31, 2015
|
13,644
|
|
|
4,604
|
|
(b)
|
—
|
|
|
18,248
|
|
|
|
|
|
|
(a)
|
The 2017 and 2016 increase is comprised of valuation allowance against the TRS deferred tax assets.
|
(b)
|
The 2015 increase is comprised of valuation allowance against the TRS deferred tax assets and the CBPC provision to return adjustment.
|
(3)
|
See
Exhibit Index
for a list of the exhibits filed or incorporated herein as part of this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780.
|
Item 16.
|
FORM 10-K SUMMARY
|
Exhibit No.
|
Description
|
Location
|
|
|
|
|
|
2.1
|
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s January 15, 2004 Form 8-K
|
|
|
|
|
|
2.2
|
|
Incorporated by reference to Exhibit 10.7 to the Registrant’s June 30, 2010 Form 10-Q
|
|
|
|
|
|
2.3
|
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s May 30, 2014 Form 8-K
|
|
|
|
|
|
3.1
|
|
Incorporated by reference to Exhibit 3.1 to the Registrant’s May 23, 2012 Form
8-K
|
|
|
|
|
|
3.2
|
|
Incorporated by reference to Exhibit 3.2 to the Registrant’s October 21, 2009 Form 8-K
|
|
|
|
|
|
3.3
|
|
Incorporated by reference to Exhibit 3.3 to the Registrant’s June 30, 2010 Form 10-Q
|
|
|
|
|
|
4.1
|
|
Incorporated by reference to the Registrant’s April 26, 2004 S-4 Filing
|
|
|
|
|
|
4.2
|
|
Incorporated by reference to the Registrant’s May 6, 2004 S-4/A Filing
|
|
|
|
|
|
4.3
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s March 5, 2012 Form 8-K
|
|
|
|
|
|
4.4
|
|
Incorporated by reference to Exhibit 4.2 to the Registrant’s March 5, 2012 Form 8-K
|
|
|
|
|
|
4.5
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s October 17, 2012 Form 8-K
|
|
|
|
|
|
4.6
|
|
Incorporated by reference to Exhibit 4.2 to the Registrant’s March 5, 2012 Form 8-K
|
|
|
|
|
|
4.7
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s May 22, 2014 Form 8-K
|
|
|
|
|
Exhibit No.
|
Description
|
Location
|
|
23.1
|
|
Filed herewith
|
|
|
|
|
|
24
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Filed herewith
|
|
|
|
|
|
32
|
|
Furnished herewith
|
|
|
|
|
|
101
|
|
The following financial information from our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, formatted in Extensible Business Reporting Language (“XBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015; (ii) the Consolidated Balance Sheets as of December 31, 2017 and 2016; (iii) the Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016 and 2015; (iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015; and (v) the Notes to the Consolidated Financial Statements.
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
RAYONIER INC.
|
|
|
|
|
|
By:
|
/
s
/ MARK MCHUGH
|
|
|
Mark McHugh
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DAVID L. NUNES
|
|
President and Chief Executive Officer
|
|
February 23, 2018
|
David L. Nunes
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ MARK MCHUGH
|
|
Senior Vice President and Chief Financial Officer
|
|
February 23, 2018
|
Mark McHugh
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ APRIL TICE
|
|
Director, Financial Services and Corporate Controller
|
|
February 23, 2018
|
April Tice
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Chairman of the Board
|
|
|
Richard D. Kincaid
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Keith E. Bass
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Dod A. Fraser
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Scott R. Jones
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Bernard Lanigan, Jr.
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Blanche L. Lincoln
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
V. Larkin Martin
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Andrew G. Wiltshire
|
|
|
|
|
|
|
|
|
|
*By:
|
/s/ MARK R. BRIDWELL
|
|
|
|
February 23, 2018
|
|
Mark R. Bridwell
Attorney-In-Fact
|
|
|
|
|
2.
|
The Adoption Agreement is amended to read:
|
3.
|
Th
e
Adoption Agreement is amended to read:
|
x
(a)
|
Availability of Roth Deferrals.
Roth Deferrals
are
permitted under the Plan
.
[Note:
If Roth Deferrals are
effective
as of a date later than the
Effective
Date
of the
Plan, designate
such special
Effective Date in
AA
§6A-9 below. Roth Deferrals may
not
be made prior to January 1,
2006.]
|
x
(b)
|
Distribution of Roth Deferrals.
Unless designated
otherwise
under this subsection, to the extent a Participant takes
a
distribution or withdrawal from his/her Salary Deferral Account(s), the Participant may designate the extent to which such distribution is taken from the Pre-Tax Deferral Account or from the Roth Deferral Account. (See Section
|
o
(i)
|
Any distribution will be taken on a pro rata basis from the Participant’s Pre-Tax Deferral Account and Roth Deferral Account
|
x
(ii)
|
Any distribution will be taken first from the Participant’s Roth Deferral Account and then from the Participant’s Pre-Tax Deferral Account.
|
o
(iii)
|
Any distribution will be taken first from the Participant’s Pre-Tax Deferral Account and then from the Participant’s Roth Deferral Account.
|
o
(i)
|
Distribution of Excess D
e
ferrals will be made from Roth and Pre-Tax Deferral Accounts in the same proportion that deferrals were allocated to such Accounts for the calendar year.
|
x
(ii)
|
Distribution of Excess D
e
ferrals will be made first from the Roth Deferral Account and then from the Pre-Tax Deferral Account.
|
o
(iii)
|
Distribution of Excess Deferrals will be made first from the Pre-Tax Deferral Account and then from the Roth Deferral Account.
|
x
(3)
|
Distribution of Salary Deferrals to Highly Compensated Employees to correct ADP or ACP Test failure.
|
o
(i)
|
Distribution of Excess Contributions (or Excess Aggregate Contributions) will be made from Roth and Pre-Tax Deferral Accounts in the same proportion that deferrals were allocated to such Accounts for the Plan Ye
a
r.
|
x
(ii)
|
Distribution of Excess Contributions (or Excess Aggregate Contributions) will be made first from the Roth Deferral Account and then from the Pre-Tax Deferral Account.
|
o
(iii)
|
Distribution of Excess Contributions (or Excess Aggregate Contributions) will be made first from the Pre-Tax Deferral Account and then from the Roth Deferral Account.
|
o
(c)
|
In-Plan Roth Conversions (pre-2013 provisions).
Unless elected under this subsection, the Plan does not permit a Participant to make an In-Plan Roth Conversion under the Plan
.
To override this provision to allow Participants to make an In-Plan Roth Conversion, this subsection must be completed.
|
o
(2)
|
Additional in-service distribution options for In-Plan Roth Conversions.
For a Participant to convert his
/
her contributions to Roth contributions, the Participant must be eligible to take a distribution from the
|
o
(B)
|
Attainment of age 59
½
for Salary Deferrals (including QNECs, QMACs and Safe Harbor Contributions, if applicable)
|
o
(C)
|
Attainment of age_ for contribution sources other than Salary Deferrals (and QNECs, QMACs and Safe Harbor Contributions, if applicable).
|
o
(D)
|
Completion of____(cannot be less than 60) months of participation in the Plan
.
(Not applicable to Salary Deferrals
,
QNECs
,
QMACs or Safe Harbor Contributions, as applicable.)
|
o
(E)
|
The amounts being withdrawn have been held in Plan for at least two years.
(Not applicable to Salary Deferrals, QNECs, QMACs or Safe Harbor Contributions, as applicable.)
|
o
(3)
|
Contribution sources
. An Employee may only elect to make an In-Plan Roth Conversion from the following sources: [Check all contribution sources available under the Plan from which an In-Plan Roth Conversion is available.]
|
o
(4)
|
Limits applicable to In-Plan Roth Conversions.
The following limits apply in determining the amounts that are eligible for an In-Plan Roth Conversion.
|
o
(i)
|
Check this box if Roth conversions may only be made from contribution sources that are fu11y vested (i.e., 100% vested).
|
o
(5)
|
Amounts available to pay federal and state taxes generated from an In-Plan Roth Conversion.
|
o
(i)
|
In-service distribution.
If the Plan does not otherwise permit an in-service distribution at the time of the In-Plan Roth Conversion and this subsection (i) is checked, a Participant may elect to take an in-service distribution solely to pay taxes generated from the In-Plan Roth Conversion.
|
o
(ii)
|
Participant loan.
Generally, a Participant may request a loan from the Plan to the extent permitted under Section 13 of the Plan and Appendix B of this Adoption Agreement. However, to the extent a Participant loan is not otherwise allowed and this subsection (ii) is selected, a Participant may receive a Participant loan solely to pay taxes generated from an In-Plan Roth Conversion.
|
o
(6)
|
Distribution from In-Plan Roth Conversion Account.
Distributions from the In-Plan Roth Conversion account will be permitted as follows:
|
o
(i)
|
In-service distributions will not be permitted from an In-Plan Roth Conversion account until the earliest date a distribution would otherwise be permitted for any contribution source eligible for conversion, without regard to the conversion distribution.
|
o
(iii)
|
A separate In-Plan Roth Conversion account will be maintained for converted amounts attributable to Rollover Contributions and
/
or After-Tax Contributions. An in-service distribution may be made at any time from this separate account.
|
4.
|
The Adoption Agreement is amended to read:
|
6A-9
|
SPECIAL DEFERRAL EFFECTIVE DATES.
Unless designated otherwise under this AA §6A-9, a Participant is eligible to make Salary Deferrals under the Plan as of the Effective Date of the Plan (as designated in the Employer Signature Page).
|
o
(a)
|
Salary Deferrals.
A Participant is eligible to make Salary Deferrals under the Plan as of:
|
x
(b)
|
Roth Deferrals.
The Roth Deferral provisions under AA §6A-5 are effective as of
2-1-2018
. [
If Roth Deferrals are permitted under AA §6A-5 above, Roth Deferrals are effective as of the Effective Date applicable to Salary
|
5.
|
The Adoption Agreement is amended to read:
|
o
(b)
|
Application of Matching Contributions to elective deferrals made under another plan maintained by the Employer.
If
this subsection is checked, the Matching Contributions described in AA §68-2 will apply to elective deferrals made under another plan maintained by the Employer.
|
6.
|
The Participating Employer Page has been modified to add Raydient LLC, Terrapointe LLC, Wildlight LLC, and Rayonier Operating Co LLC as participating employers. The modified Participating Employer Page(s) are attached to this Amendment.
|
x
|
Check this selection and complete this page if a Participating Employer (other than the Employer that signs the Signature Page above) will participate under this Plan as a Participating Employer.
[Note:
See Section 16 of the Plan for rules relating to the adoption of the Plan by a Participating Employ
e
r
if there is more than one Participating Employer,
e
ach one should e
x
ecute a separate Participating Employer Adoption Page
.
Any reference to the "Employer" in this Adoption Agreement is also a reference to the Participating Employer, unless otherwise noted.]
|
(a)
|
Name of plan(s) being restated:
|
(b)
|
This restatement is effective
[
Not
e:
Date can be n
o
ear
li
er than
J
an
u
ary 1, 2007
.
]
|
(c)
|
The original effective date of the plan(s) being restated is:
|
o
|
Check this box if contributions made by the Participating Employer signing this Participating Employer Adoption Page (and any forfeitures relating to such contributions) will be allocated only to Participants actually employed by the Participating Employer making the contribution. If this box is checked, Employees of the Participating Employer signing this Participating Employer Adoption Page will not share in an allocation of contributions (or forfeitures relating to such contributions) made by the Employer or any other Participating Employer.
[Note:
Use of this section may require additional testing
.
See Section
16.04
of the Plan
.
]
|
Terrapointe LLC
|
|
(Name of Employer)
|
|
|
|
Shelby Pyatt
|
VP, HR and IT
|
(Name of authorized representative)
|
(Title)
|
|
|
/s/ SHELBY PYATT
|
11/9/2017
|
(Signature)
|
(Date)
|
x
|
Check this selection and complete this page if a Participating Employer (other than the Employer that signs the Signature Page above) will participate under this Plan as a Participating Employer.
[Note:
See Section 16 of the Plan/or rules relating to the adoption of the Plan by a Participating Employer. If there is more than one Participating Employer, each one should execute a separate Participating employer Adoption Page
.
Any reference to the "Employer" in this Adoption Agreement is
also
a reference to the Participating Employer, unless otherwise noted.]
|
x
|
New plan.
The Participating Employer is adopting this Plan as a new Plan effective
10-1-17
.
[
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.
]
|
(c)
|
The original effective date of the plan(s) being restated is
:
|
o
|
Check this box if contributions made by the Participating Employer signing this Participating Employer Adoption Page (and any forfeitures relating to such contributions) will be allocated only to Participants actually employed by the Participating Employer making the contribution
.
If this box is checked, Employees of the Participating Employer signing this Participating Employer Adoption Page will not share in an allocation of contributions (or forfeitures relating to such contributions) made by the Employer or any other Participating Employer.
[Note:
Use of this section may require additional testing. See Section 16.04 of the Plan.]
|
o
(a)
|
Special Effective Dates.
Check this (a) if different special effective dates apply with respect to the Participating Employer signing this Participating Employer Adoption Page. Attach a separate Addendum to the Adoption Agreement entitled "Special Effective Dates for participating
Employer" and
iden
t
ify the special effe
c
tive dates as they apply to
t
he Participating
E
m
ployer
.
|
Raydient LLC
|
|
(Name of Employer)
|
|
|
|
Shelby Pyatt
|
VP, HR and IT
|
(Name of authorized representative)
|
(Title)
|
|
|
/s/ SHELBY PYATT
|
11/9/2017
|
(Signature)
|
(Date)
|
x
|
Check this selection and complete this page if a Participating Employer (other than the Employer that signs the Signature Page above)
will
participate under this Plan as a Participating Employer.
[Note:
See Section /6 of the Plan for rules relating to the adoption of the Plan by a Participating Employer. If there is more than one Participating Employer, each one should execute a separate Participating Employer Adoption Page. Any reference to the "Employer" in this Adoption Agreement
is
also a reference to the Participating Employer, unless otherwise noted.]
|
x
|
New plan.
The Participating Employer is adopting this Plan as a new Plan effective
10-1-17
.
[Note:
Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.]
|
(b)
|
This restatement is effective
[
Note:
Date can be no earlier than January 1m 2007
]
|
(c)
|
The original effective date of the plan(s) being restated is
:
|
o
|
Cessation of participation.
The Participating Employer is ceasing its participation in the Plan effective as of:
|
o
|
Check this box if contributions made by the Participating Employer signing this Participating Employer Adoption Page (and any forfeitures relating to such contributions) will be allocated only to Participants actually employed by the Participating Employer making the contribution.
lf
this box is checked, Employees of the Participating Employer signing this Participating Employer Adoption Page will not share in an allocation of contributions (or forfeitures relating to such contributions) made by the Employer or any other Participating Employer.
[Note:
Use of this section may require additional testing. See Section 16.04 of the Plan.]
|
o
(a)
|
Special Effective Dates,
Check this (a) if different special effective dates apply with respect to the Participating Employer signing this Participating Employer Adoption Page. Attach a separate Addendum to the Adoption Agreement entitled "Special Effective Dates for Participating Employer" and identify the special effective dates as they apply to the Participating Employer.
|
Wildlight LLC
|
|
(Name of Employer)
|
|
|
|
Shelby Pyatt
|
VP, HR and IT
|
(Name of authorized representative)
|
(Title)
|
|
|
/s/ SHELBY PYATT
|
11/9/2017
|
(Signature)
|
(Date)
|
x
|
Check this
se
lection
and complete
this
page if a Participating Emp
l
oyer (other than the Employer that
signs
the Signature
Page
above) will participate under this P
l
an as a
Participating
Employer.
[
Note
:
Se
e
Se
c
tion 16
of
the Plan
for rules
relating to the adoption of the Plan by a Participating Employer. If there is more than
one
Participating Employ
er,
ea
c
h one
should execute a
separa
te Participating
Employer Adoption
Page
.
Any reference to the "Employer" in this
Adoption Agreement
is
also
a r
efere
nce to the Participating Employer, unless otherwise noted.
]
|
x
|
New plan.
The Participating Employer is adopting this Plan
as a
new Plan effective
1-1-2018
.
[Note
:
Date
can
be
no earlier
than the first
day o
f the Plan
Year
in
which
the Plan is adopted.]
|
o
|
Restated plan.
The Participating Employer is adopting this Plan as a restatement of a prior plan.
|
(a)
|
Name of plan(s) being restated
:
|
(b)
|
This restatement is effective _______________________________________________
_
[
Note:
Dat
e can
be
no
earlier than
January
1,
2007]
|
(c)
|
The original effective date of the plan(s) being restated is:
|
o
|
Cessation of participation.
The
Participating
Employer is ceasing
its
participation
in
the
Plan
effective as of:
|
o
|
Check this box if contributions made by the Participating Employer signing this Participating Employer Adoption Page (and any forfeitures relating to such contributions) will be
allocated
only to Participants actually employed by the Participating Employer making the contribution.
If
this box is checked, Employees of the Participating Employer signing this Participating Employer Adoption Page will not share in an
allocation
of contributions (or forfeitures
relating
to such contributions) made by the Employer or any other Participating Employer.
[Note:
Use of this
section
may require additional testing. See
Section
16.04
of the Plan.]
|
o
(a)
|
Special Effective Dates.
Check this (a) if different special
effective
dates apply with respect to the Participating Employer signing this Participating Employer Adoption Page. Attach
a separate
Addendum to the Adoption Agreement entitled "Special Effective Dates for Participating Employer"
and
identify the special effective dates as they apply to the Participating Employer.
|
Rayonier Operating Company LLC
|
|
(Name of Employer)
|
|
|
|
Shelby Pyatt
|
VP, HR and IT
|
(Name of authorized representative)
|
(Title)
|
|
|
/s/ SHELBY PYATT
|
11/9/2017
|
(Signature)
|
(Date)
|
(1)
|
Effective date of restatement: ___.
[Note:
Date can be no earlier than January 1, 2007. Sec/ion 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
.
]
|
x
(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:
10-1-2017
|
(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:
Section 1-l
to
change
the
Employer Address; Section
1-5 and
the
Participating
Emp
l
oyer
Adoption Page to
add
Raydient
LLC,
Terrapointe
LLC,
|
Rayonier Inc.
|
|
(Name of Employer)
|
|
|
|
Shelby Pyatt
|
VP, HR and IT
|
(Name of authorized representative)
|
(Title)
|
|
|
/s/ SHELBY PYATT
|
11/9/2017
|
(Signature)
|
(Date)
|
(a)
|
“
Available Bonus Pool
” means with respect to any Performance Period, the sum of the Preliminary Bonus Awards for all Designated Employees excluding Covered Executives, as adjusted by any change made by the Committee pursuant to Section 4(d)(i);
provided that
, such sum shall not exceed the amount specified in
Section 4(a)
.
|
(b)
|
“
Bonus Award
” means the bonus payable in respect of a specified Performance Period to a Designated Employee determined in accordance with
Section 4
.
|
(c)
|
“
Bonus Program
” means this Rayonier Annual Bonus Program, as it may be modified from time to time by the Committee.
|
(d)
|
“
Clawback Policy
” has the meaning set forth in
Section 8(j)
.
|
(e)
|
“
Code
” means the Internal Revenue Code of 1986, as it may be amended from time to time, and the applicable regulations thereunder.
|
(f)
|
“
Rayonier Performance Factor
” or “
RPF
” has the meaning set forth in
Section 5
.
|
(g)
|
“
Covered Executive
” has the same meaning as set forth in the Plan.
|
(h)
|
“
Designated Employees
” means with respect to any applicable Performance Period, the Covered Executives and other U.S. based employees as designated by the Committee prior to the end of the first quarter of the Performance Period.
|
(i)
|
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
|
(j)
|
“
Performance Period
” means the Company’s fiscal year or any other period designated by the Committee with respect to which Bonus Awards are granted.
|
(k)
|
“
Performance Bonus Award
” is the Bonus Award determined in accordance with this Bonus Program and the Plan.
|
(l)
|
“
Plan
” means the Rayonier Non-Equity Incentive Plan, pursuant to which this Bonus Program is adopted, or any successor thereto.
|
(m)
|
“
Preliminary Bonus Award
” means:
|
(i)
|
for Designated Employees other than Covered Executives, the product of multiplying (a) the employee’s Target Award times (b) the Rayonier Performance Factor calculated in accordance with
Exhibit A
; and
|
(ii)
|
for Covered Executives, an amount equal to 150% of the executive’s Target Award
unless
the Rayonier Performance Factor is 0%, in which case the Preliminary Bonus Award will be zero.
|
(n)
|
“
Target Award
” means with respect to a Designated Employee, the amount expressed as a percent of the Designated Employee’s Performance Period base pay earnings.
|
(a)
|
Maximum Bonus Pool for a Performance Period.
The aggregate amount payable as Bonus Awards for any Performance Period for all Designated Employees shall not exceed 150% of the sum of the Target Awards for all Executives.
|
(b)
|
Setting Performance Goals, Performance Objectives and Target Awards.
Within ninety (90) days of the start date of each Performance Period (or by such earlier time as may be required in the future by the applicable provisions of the Code in the case of Covered Executives), the Committee shall:
|
(i)
|
Determine the Designated Employees by class or otherwise who will participate in the Bonus Program for the particular Performance Period;
|
(ii)
|
Determine the parameters of the Rayonier Performance Factor to be applied for the Performance Period in accordance with
Section 5(a)
and substantially in the form set forth on
Exhibit A
;
|
(iii)
|
Establish the Target Award for the Performance Period for the Designated Employees covered by the Bonus Program by class or otherwise, including for each Covered Executive, by reference to a percent of base salary by Salary Grade at the end of the performance period as set forth on
Exhibit B
; and
|
(c)
|
Calculation of Performance Bonus Awards.
In the case of Designated Employees who are not Covered Executives, individual Performance Bonus Awards are determined based upon the Designated Employee’s Preliminary Bonus Award, adjusted up to +30/-100% based upon the Designated Employee’s performance against identified individual objectives established for each Designated Employee; provided that, the sum of all Performance Bonus Awards for Designated Employees who are not Covered Executives cannot exceed the Available Bonus Pool. Notwithstanding any adjustments recommended in respect of a Designated Employee’s performance against identified individual objectives, the Committee may increase or reduce the final Performance Bonus Award of any Designated Employee who is not a Covered Executive where it deems appropriate, in its sole discretion, subject
|
(d)
|
Certification of RPF and Finalization of Bonus Awards.
At the end of each Performance Period, the Committee shall:
|
(i)
|
Review the calculation of the Available Bonus Pool and the Preliminary Bonus Award payout levels for all Designated Employees covered by the Bonus Program, and if the Committee deems necessary or appropriate, exercise its discretion to increase or decrease the Available Bonus Pool based on such factors as it may deem relevant. Preliminary Bonus Awards of Designated Employees that comprise the Available Bonus Pool will be adjusted proportionately in the event of such a discretionary adjustment. The Committee shall make such adjustments as provided for in Section 4 (c) to individual Performance Bonus Awards to Designated Employees who are not Covered Executives as the Committee deems appropriate in its discretion;
|
(ii)
|
With respect to each Covered Executive, determine the reductions if any to the Covered Executives’ Preliminary Bonus Awards based upon the Committee’s review of each Covered Executive’s performance in terms of the RPF and performance against identified individual objectives established for each Covered Executive, with such determination in the sole negative discretion of the Committee;
|
(iii)
|
Establish the form of payment and the payment date for Bonus Awards for the Performance Period for Covered Executives as provided in
Section 6
; and
|
(iv)
|
Prior to the payment of a Bonus Award to any Covered Executive, certify by Committee resolution or otherwise in writing, in accordance with the requirements of Section 162(m) of the Code and Section 5(e)(B) of the Plan, whether the material terms for paying such Bonus Award in respect of the Performance Period have been achieved or met.
|
(a)
|
Criteria for Establishing the RPF.
The “Rayonier Performance Factor” shall consist of those Performance Goals permitted under the Plan that are selected by the Committee for the specified Performance Period, and weighted as designated by the Committee for such Performance Period so as to reflect Performance Objectives under the Plan. Such selection and weighting in determining the Rayonier Performance Factor may be changed from time to time by the Committee consistent with the provisions of the Plan in respect of Covered Executives,
provided that
with respect to a particular Performance Period, the Rayonier Performance Factor shall be established generally prior to the commencement of such Performance Period and in all events not later than the end of the first quarter of any Performance Period.
|
(b)
|
Initial RPF Performance Goals and Parameters.
The Rayonier Performance Factor shall be computed as specified in
Exhibit A
hereto until changed by the Committee as provided in
Section 5(a)
, with such adjustments to reported earnings for accounting rule changes, special non-recurring items, discontinued operations, and similar adjustments as are approved by the Committee made so as to provide consistent measurements of continuing performance.
|
(a)
|
Entitlement to Payments Generally.
Subject to
Sections 4(d)(iii)
and
(iv)
for Covered Executives, Bonus Awards for a Performance Period shall be paid at such time as designated by the Committee following the closing of the Performance Period and its determination of the final Bonus Awards as provided in
Section 4(d)
, to Designated Employees who are employed by the Company on the payment date or whose employment terminated as a result of death, disability or normal retirement following the end of the applicable Performance Period. The Chief Executive Officer shall determine if a pro-rated Bonus Award shall be paid to any Designated Employee, other than a Covered Executive, whose employment terminated as a result of death, disability or normal retirement during the applicable Performance Period. Except as provided in the previous sentence, the Committee shall determine in its sole discretion if a Bonus Award shall be paid to any Designated Employee who is not employed by the Company on the payment date.
|
(b)
|
Employment After Commencing of a Performance Period.
Subject to such modifications as may be approved by the Committee, Designated Employees who commence employment after the start of a Performance Period may be granted a Bonus Award determined pro-rata for the term of such employee’s employment during the Performance Period. To the extent a new Designated Employee may become entitled to a Bonus Award hereunder, a Target Award shall be computed for such Designated Employee to reflect such pro-rata participation and the Available Bonus Pool shall be adjusted to reflect such Target Award.
|
(c)
|
Form of Payment.
Bonus Awards shall be paid in cash, except that Bonus Awards for Covered Executives may be paid in cash, stock, other stock-based or stock-denominated units or any combination thereof as determined by the Committee to the extent permitted by the Plan at the time, and subject to compliance with any applicable listing requirements and securities laws.
|
(d)
|
Timing of Payments.
Before payment of any Bonus Award is made to a Covered Executive under this Bonus Program, the Committee shall have complied with the provisions of
Section 4(d)(iv)
. It is anticipated that for Designated Employees other than Covered Executives, if authorized by the Committee, payments of Bonus Awards can be based on preliminary data available in the last month of the Performance Period and made shortly after the end of the Performance Period, subject to confirmation following the close of the Performance Period by report to the Committee at its next regularly scheduled meeting following such payments indicating that payment was made in compliance with the terms of the Bonus Program. The time of payment shall be as determined by the Committee, though in all events payment shall be made prior to the end the applicable short-term deferral period under Section 409A of the Code.
|
(a)
|
No Designated Employee shall have any claim or right to be granted a Bonus Award under the Bonus Program until such Bonus Award is actually made. Neither the existence of this Bonus Program, nor any action taken hereunder, shall be construed as giving any Designated Employee any right to be retained in the employ of the Company or in any way interfere
|
(b)
|
No employee shall, at any time, have a right to become a Designated Employee in the Bonus Program for any Performance Period, for any reason, including notwithstanding the individual’s having previously participated in the Bonus Program.
|
(c)
|
The Company shall have the right to deduct from a Bonus Award or from any other amounts due the Designated Employee from the Company, any taxes or other amounts required or permitted to be withheld by law.
|
(d)
|
No Designated Employee or any other party claiming an interest in amounts earned under the Bonus Program shall have any interest whatsoever in any specific asset of the Company. To the extent that any person or entity acquires a right to receive payments under the Bonus Program, such rights shall be that of an unsecured general creditor of the Company.
|
(e)
|
All questions pertaining to the construction, regulation, validity and effect of the provisions of the Bonus Program shall be determined in the sole discretion of the Committee pursuant to the Plan.
|
(f)
|
With the exception of payments made following the death of a Designated Employee, the rights and benefits of a Designated Employee hereunder are personal to the Designated Employee and shall not be subject to any voluntary or involuntary alienation, assignment, pledge, transfer, encumbrance, attachment, garnishment or other disposition.
|
(g)
|
Bonus Awards under this Bonus Program shall not constitute compensation for the purpose of determining participation or benefits under any other plan of the Company unless specifically included as compensation in such plan.
|
(h)
|
If any provision of this Bonus Program would cause a Performance Bonus Award not to constitute “qualified performance-based compensation” under Section 162(m) with respect to a Covered Executive, that provision shall be severed from, and shall be deemed not to be a part of, the Bonus Program, in respect of such Covered Executive but the other provisions hereof shall remain in full force and effect.
|
(i)
|
In the
event
that changes are made to Section 162(m) to permit greater flexibility under the Bonus Program, the Committee may make any adjustments it deems appropriate.
|
(j)
|
Notwithstanding any other provision in this Plan to the contrary, any Bonus Award issued thereunder and any amount received with respect of any Bonus Award, shall be subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with the terms of the Company’s Clawback Policy as in effect from time to time (the “Clawback Policy”.
|
(k)
|
This Bonus Program is governed by the Plan, and the Committee reserves the full discretion provided for under the Plan in administering this Bonus Program.
|
2018 Performance Goals
|
Payout Range
|
Recurring Cash Flow (“RCF”)
(1)
divided by Budget RCF (Weighted 80%)
|
0% - 120%
|
Strategic Performance Objectives / Quality of Earnings Assessment
(2)
(Weighted 20%)
|
0% - 30%
|
1)
|
Recurring Cash Flow is defined as Cash Available for Distribution (“CAD”) plus interest expense (to exclude capital structure decisions) plus cash taxes.
|
2)
|
The Compensation Committee of the Board of Directors will determine the Strategic Performance Objectives / Quality of Earnings Assessment payout based on management’s performance against approved annual strategic objectives and an overall assessment of quality of earnings.
|
|
Threshold
|
Target
|
Maximum
|
RCF Performance (against budget)
|
80%
|
100%
|
110%
|
Financial Payout
(1)
(weighted)
|
40%
|
80%
|
120%
|
Strategic/Quality of Earnings Payout (weighted)
|
0%
|
20%
|
30%
|
Total Payout
|
40%
|
100%
|
150%
|
(1)
|
Values are interpolated between threshold and target and target and maximum
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
161,579
|
|
|
$
|
217,770
|
|
|
$
|
43,941
|
|
|
$
|
54,443
|
|
|
$
|
105,843
|
|
Income tax expense (benefit)
|
21,681
|
|
|
5,064
|
|
|
(859
|
)
|
|
(9,601
|
)
|
|
(35,685
|
)
|
|||||
Pre-tax income from continuing operations
|
183,260
|
|
|
222,834
|
|
|
43,082
|
|
|
44,842
|
|
|
70,158
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
34,616
|
|
|
32,456
|
|
|
31,718
|
|
|
44,248
|
|
|
40,941
|
|
|||||
Interest factor attributable to rentals
|
137
|
|
|
171
|
|
|
236
|
|
|
301
|
|
|
540
|
|
|||||
Fixed charges
|
34,753
|
|
|
32,627
|
|
|
31,954
|
|
|
44,549
|
|
|
41,481
|
|
|||||
Subtract:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized Interest
|
$
|
545
|
|
|
$
|
211
|
|
|
$
|
19
|
|
|
|
|
|
||||
Earnings as adjusted
|
$
|
217,468
|
|
|
$
|
255,250
|
|
|
$
|
75,017
|
|
|
$
|
89,391
|
|
|
$
|
111,639
|
|
Fixed Charges:
|
$
|
34,753
|
|
|
$
|
32,627
|
|
|
$
|
31,954
|
|
|
$
|
44,549
|
|
|
$
|
41,481
|
|
Ratio of earnings as adjusted to total fixed charges
|
6.26
|
|
|
7.82
|
|
|
2.35
|
|
|
2.01
|
|
|
2.69
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Deficiency
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Name of Subsidiary
|
|
State/Country of
Incorporation/Organization
|
Matariki Forests
|
|
New Zealand
|
Matariki Forestry Group
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New Zealand
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Rayonier Forest Resources, L.P.
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Delaware
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Rayonier Atlantic Timber Company
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Delaware
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Rayonier Washington Timber Company
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Delaware
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Rayonier Gulf Timberlands, LLC
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Delaware
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Rayonier Louisiana Timberlands, LLC
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Delaware
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Rayonier Mississippi Timberlands Company
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Delaware
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Rayonier Operating Company LLC
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Delaware
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Rayonier TRS Operating Company
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Delaware
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Rayonier TRS Forest Operations, LLC
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Delaware
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Rayonier TRS Holdings Inc.
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Delaware
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Raydient LLC
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Delaware
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1)
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Registration Statement (Form S-3 No. 333–203733),
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2)
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Registration Statement (Form S-4 Amendment No. 1 to No. 333–114858),
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3)
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Registration Statement (Form S-8 No. 333–129175) pertaining to the Rayonier 1994 Incentive Stock Plan,
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4)
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Registration Statement (Form S-8 No. 333–129176) pertaining to the 2004 Rayonier Incentive Stock and Management Bonus Plan, and
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5)
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Registration Statement (Form S-8 No. 333–152505) pertaining to the Rayonier Investment and Savings Plan for Salaried Employees;
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/s/ Ernst & Young LLP
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Certified Public Accountants
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Jacksonville, FL
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February 23, 2018
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Dated:
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February 22, 2018
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/s/ RICHARD D. KINCAID
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Richard D. Kincaid
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Dated:
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February 22, 2018
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/s/ KEITH E. BASS
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Keith E. Bass
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Dated:
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February 22, 2018
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/s/ DOD A. FRASER
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Dod A. Fraser
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Dated:
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February 22, 2018
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/s/ SCOTT R. JONES
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Scott R. Jones
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Dated:
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February 22, 2018
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/s/ BERNARD LANIGAN, JR.
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Bernard Lanigan, Jr.
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Dated:
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February 22, 2018
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/s/ BLANCHE L. LINCOLN
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Blanche L. Lincoln
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Dated:
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February 22, 2018
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/s/ V. LARKIN MARTIN
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V. Larkin Martin
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Dated:
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February 22, 2018
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/s/ ANDREW G. WILTSHIRE
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Andrew G. Wiltshire
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1.
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I have reviewed this annual report on Form 10-K of Rayonier Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/
S
/ DAVID L. NUNES
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David L. Nunes
President and Chief Executive Officer, Rayonier Inc.
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1.
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I have reviewed this annual report on Form 10-K of Rayonier Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ MARK MCHUGH
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Mark McHugh
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
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1.
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The Annual Report on Form 10-K of Rayonier Inc. (the “Company”) for the period ended
December 31, 2017
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ DAVID L. NUNES
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/s/ MARK MCHUGH
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David L. Nunes
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Mark McHugh
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President and Chief Executive Officer,
Rayonier Inc.
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Senior Vice President and
Chief Financial Officer, Rayonier Inc.
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A signed original of this written statement required by Section 906 has been provided to Rayonier and will be retained by Rayonier and furnished to the Securities and Exchange Commission or its staff upon request.
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