x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
Large accelerated filer x
|
|
Accelerated filer o
|
Non-accelerated filer o
|
|
Smaller reporting company o
|
|
|
Emerging growth company o
|
Item
|
|
Page
|
|
|
|
PART I
|
|
1.
|
|
||
1A.
|
|
||
1B.
|
|
||
2.
|
|
||
3.
|
|
||
4.
|
|
||
|
|
PART II
|
|
5.
|
|
||
6.
|
|
||
7.
|
|
||
7A.
|
|
||
8.
|
|
||
9.
|
|
||
9A.
|
|
||
9B.
|
|
||
|
|
PART III
|
|
10.
|
|
||
11.
|
|
||
12.
|
|
||
13.
|
|
||
14.
|
|
||
|
|
PART IV
|
|
15.
|
|
||
16.
|
|
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 HBU 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 HBU 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, 2018, our net debt to enterprise value was 19%. 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 26,000 acres of fee timberland in 2018, 90,000 acres in 2017 and 111,000 acres in 2016. Additionally, we acquired leases or long-term forestry rights covering approximately 4,000 acres in 2018, 19,000 acres in 2017, and 2,000 acres in 2016.
|
•
|
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 2% 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.
|
|
|
|
|
|
(a)
|
For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2018.
|
|
|
|
|
|
(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 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
|
|
OneFortyOne Plantations
|
|
|
|
|
|
(b)
|
The New Zealand subsidiary 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;
|
•
|
continuing and potentially increasing negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest products imports into China in connection with current trade tensions between China and the U.S.;
|
•
|
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 trade policies implemented and/or under consideration by the current U.S. presidential administration.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
(acres in 000s)
|
As of September 30, 2018
|
|
As of December 31, 2018
|
||||||||||||||
|
Owned
|
|
Leased
|
|
Total
|
|
Owned
|
|
Leased
|
|
Total
|
||||||
Southern
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alabama
|
229
|
|
|
14
|
|
|
243
|
|
|
229
|
|
|
14
|
|
|
243
|
|
Arkansas
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
9
|
|
|
9
|
|
Florida
|
287
|
|
|
82
|
|
|
369
|
|
|
290
|
|
|
73
|
|
|
363
|
|
Georgia
|
620
|
|
|
82
|
|
|
702
|
|
|
622
|
|
|
81
|
|
|
703
|
|
Louisiana
|
129
|
|
|
—
|
|
|
129
|
|
|
129
|
|
|
—
|
|
|
129
|
|
Mississippi
|
67
|
|
|
—
|
|
|
67
|
|
|
67
|
|
|
—
|
|
|
67
|
|
Oklahoma
|
92
|
|
|
—
|
|
|
92
|
|
|
92
|
|
|
—
|
|
|
92
|
|
South Carolina
|
18
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|
—
|
|
|
18
|
|
Tennessee
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Texas
|
180
|
|
|
—
|
|
|
180
|
|
|
182
|
|
|
—
|
|
|
182
|
|
|
1,623
|
|
|
189
|
|
|
1,812
|
|
|
1,629
|
|
|
177
|
|
|
1,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pacific Northwest
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oregon
|
61
|
|
|
—
|
|
|
61
|
|
|
61
|
|
|
—
|
|
|
61
|
|
Washington
|
316
|
|
|
1
|
|
|
317
|
|
|
316
|
|
|
1
|
|
|
317
|
|
|
377
|
|
|
1
|
|
|
378
|
|
|
377
|
|
|
1
|
|
|
378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Zealand (a)
|
179
|
|
|
228
|
|
|
407
|
|
|
178
|
|
|
230
|
|
|
408
|
|
Total
|
2,179
|
|
|
418
|
|
|
2,597
|
|
|
2,184
|
|
|
408
|
|
|
2,592
|
|
|
|
|
|
|
(a)
|
Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest. As of December 31, 2018, legal acres in New Zealand were comprised of 289,000 plantable acres and 119,000 non-productive acres.
|
(acres in 000s)
|
Acres Owned
|
|||||||||||||
|
December 31, 2017
|
|
Acquisitions
|
|
Sales
|
|
Other
|
|
December 31, 2018
|
|||||
Southern
|
|
|
|
|
|
|
|
|
|
|||||
Alabama
|
229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229
|
|
Florida
|
274
|
|
|
21
|
|
|
(10
|
)
|
|
5
|
|
|
290
|
|
Georgia
|
622
|
|
|
2
|
|
|
(1
|
)
|
|
(1
|
)
|
|
622
|
|
Louisiana
|
144
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
129
|
|
Mississippi
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
Oklahoma
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
South Carolina
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
Tennessee
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Texas
|
182
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
182
|
|
|
1,629
|
|
|
26
|
|
|
(30
|
)
|
|
4
|
|
|
1,629
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pacific Northwest
|
|
|
|
|
|
|
|
|
|
|||||
Oregon
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
Washington
|
316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Zealand (a)
|
179
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
178
|
|
Total
|
2,185
|
|
|
26
|
|
|
(30
|
)
|
|
3
|
|
|
2,184
|
|
|
|
|
|
|
(a)
|
Represents legal acres owned by the New Zealand subsidiary, in which Rayonier has a 77% interest.
|
(acres in 000s)
|
Acres Leased
|
|||||||||||||
|
December 31, 2017
|
|
New Leases
|
|
Sold/Expired Leases (a)
|
|
Other (b)
|
|
December 31, 2018
|
|||||
Southern
|
|
|
|
|
|
|
|
|
|
|||||
Alabama
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
Arkansas
|
11
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
9
|
|
Florida
|
83
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
73
|
|
Georgia
|
82
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
81
|
|
Louisiana
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
191
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
177
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pacific Northwest
|
|
|
|
|
|
|
|
|
|
|||||
Washington
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Zealand (c)
|
231
|
|
|
4
|
|
|
(7
|
)
|
|
2
|
|
|
230
|
|
Total
|
423
|
|
|
4
|
|
|
(21
|
)
|
|
2
|
|
|
408
|
|
|
|
|
|
|
(a)
|
Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
|
(b)
|
Includes leased acres acquired by Rayonier and adjustments for land mapping reviews.
|
(c)
|
Represents legal acres leased by the New Zealand subsidiary, 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
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total cash dividend per common share
|
|
$1.06
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
Tax characteristics:
|
|
|
|
|
|
||||||
Capital gain
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
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
|
|
99
|
|
|
|
$30.68
|
|
|
—
|
|
|
7,456,129
|
|
November 1 to November 30
|
|
28
|
|
|
|
$31.17
|
|
|
—
|
|
|
7,456,129
|
|
December 1 to December 31
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,456,129
|
||
|
Total
|
|
127
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
(a)
|
Includes 127 common shares purchased in October and November 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 common shares on the respective vesting dates of the awards.
|
(b)
|
Maximum number of shares authorized to be purchased as of December 31, 2018 includes 3,869,621 under the anti-dilutive program and approximately 3,586,508 under the share repurchase program.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
Rayonier Inc.
|
$100
|
|
$94
|
|
$78
|
|
$97
|
|
$120
|
|
$108
|
S&P 500® Index
|
100
|
|
114
|
|
115
|
|
129
|
|
157
|
|
150
|
S&P® Global Timber and Forestry Index
|
100
|
|
100
|
|
91
|
|
100
|
|
132
|
|
106
|
S&P® 1500 Real Estate Sector Index1
|
100
|
|
131
|
|
141
|
|
151
|
|
172
|
|
171
|
|
|
|
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
At or For the Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(dollar amounts in millions, except per share data)
|
||||||||||||||||||
Profitability:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales (a)
|
|
$816.1
|
|
|
|
$819.6
|
|
|
|
$815.9
|
|
|
|
$568.8
|
|
|
|
$624.0
|
|
Operating income (b)
|
170.1
|
|
|
215.5
|
|
|
255.8
|
|
|
77.8
|
|
|
98.3
|
|
|||||
Income from continuing operations attributable to Rayonier Inc. (b)
|
102.2
|
|
|
148.8
|
|
|
212.0
|
|
|
46.2
|
|
|
55.9
|
|
|||||
Diluted earnings per common share from continuing operations
|
0.79
|
|
|
1.16
|
|
|
1.73
|
|
|
0.37
|
|
|
0.43
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Condition:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$2,780.7
|
|
|
|
$2,858.5
|
|
|
|
$2,685.8
|
|
|
|
$2,315.9
|
|
|
|
$2,449.9
|
|
Total debt
|
972.6
|
|
|
1,025.4
|
|
|
1,061.9
|
|
|
830.6
|
|
|
748.3
|
|
|||||
Shareholders’ equity
|
1,654.6
|
|
|
1,693.0
|
|
|
1,496.9
|
|
|
1,361.7
|
|
|
1,575.2
|
|
|||||
Shareholders’ equity — per share
|
12.78
|
|
|
13.13
|
|
|
12.18
|
|
|
11.09
|
|
|
12.51
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$310.1
|
|
|
|
$256.3
|
|
|
|
$203.8
|
|
|
|
$177.2
|
|
|
|
$320.4
|
|
Cash used for investing activities (c)
|
132.9
|
|
|
235.3
|
|
|
235.0
|
|
|
149.5
|
|
|
258.9
|
|
|||||
Cash used for (provided by) for financing activities
|
193.7
|
|
|
6.9
|
|
|
(114.4
|
)
|
|
116.5
|
|
|
161.4
|
|
|||||
Depreciation, depletion and amortization
|
144.1
|
|
|
127.6
|
|
|
115.1
|
|
|
113.7
|
|
|
120.0
|
|
|||||
Cash dividends paid
|
136.8
|
|
|
127.1
|
|
|
122.8
|
|
|
124.9
|
|
|
257.5
|
|
|||||
Dividends paid — per share
|
|
$1.06
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$2.03
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-GAAP Financial Measures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Southern Timber
|
|
$102.8
|
|
|
|
$91.6
|
|
|
|
$92.9
|
|
|
|
$101.0
|
|
|
|
$97.9
|
|
Pacific Northwest Timber
|
40.9
|
|
|
33.1
|
|
|
21.2
|
|
|
21.7
|
|
|
50.8
|
|
|||||
New Zealand Timber
|
90.8
|
|
|
85.1
|
|
|
56.5
|
|
|
27.1
|
|
|
40.9
|
|
|||||
Real Estate
|
123.4
|
|
|
95.5
|
|
|
86.6
|
|
|
76.7
|
|
|
53.5
|
|
|||||
Trading
|
1.0
|
|
|
4.6
|
|
|
2.0
|
|
|
1.2
|
|
|
1.7
|
|
|||||
Corporate and other
|
(21.1
|
)
|
|
(19.4
|
)
|
|
(19.4
|
)
|
|
(19.6
|
)
|
|
(31.3
|
)
|
|||||
Total Adjusted EBITDA (d)
|
|
$337.7
|
|
|
|
$290.5
|
|
|
|
$239.7
|
|
|
|
$208.1
|
|
|
|
$213.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Timberland and real estate acres — owned, leased, or managed, in millions of acres
|
2.6
|
|
|
2.6
|
|
|
2.7
|
|
|
2.7
|
|
|
2.7
|
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
Selected Operating Data:
|
|
|
|
|
|
|
|
|
|
|||||
Timber
|
|
|
|
|
|
|
|
|
|
|||||
Sales volume (thousands of tons)
|
|
|
|
|
|
|
|
|
|
|||||
Southern
|
5,718
|
|
|
5,314
|
|
|
5,317
|
|
|
5,492
|
|
|
5,296
|
|
Pacific Northwest
|
1,305
|
|
|
1,247
|
|
|
1,195
|
|
|
1,243
|
|
|
1,664
|
|
New Zealand Domestic
|
1,371
|
|
|
1,300
|
|
|
1,204
|
|
|
1,346
|
|
|
1,462
|
|
New Zealand Export
|
1,304
|
|
|
1,239
|
|
|
1,017
|
|
|
1,065
|
|
|
898
|
|
Total Sales Volume
|
9,698
|
|
|
9,100
|
|
|
8,733
|
|
|
9,146
|
|
|
9,320
|
|
Real Estate — acres sold
|
|
|
|
|
|
|
|
|
|
|||||
Improved Development
|
44
|
|
|
23
|
|
|
47
|
|
|
74
|
|
|
—
|
|
Unimproved Development
|
751
|
|
|
1,449
|
|
|
206
|
|
|
699
|
|
|
852
|
|
Rural
|
5,008
|
|
|
6,344
|
|
|
6,684
|
|
|
8,754
|
|
|
18,077
|
|
Non-Strategic / Timberlands
|
27,811
|
|
|
25,653
|
|
|
28,751
|
|
|
29,737
|
|
|
8,919
|
|
Large Dispositions (e)
|
—
|
|
|
49,599
|
|
|
92,434
|
|
|
—
|
|
|
19,556
|
|
Total Acres Sold
|
33,614
|
|
|
83,068
|
|
|
128,121
|
|
|
39,264
|
|
|
47,404
|
|
|
|
|
|
|
(a)
|
The 2017, 2016 and 2014 results included sales of $95.4 million, $207.3 million and $22.0 million, respectively, related to Large Dispositions.
|
(b)
|
The 2017, 2016 and 2014 results included a gain of $67.0 million, $143.9 million and $21.4 million, respectively, related to Large Dispositions.
|
(c)
|
Due to the adoption of ASU No. 2016-18, restricted cash is now included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown and therefore changes in restricted cash are no longer reported as investing activities. Prior period amounts have been restated to conform to current period presentation.
|
(d)
|
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 improved development, non-operating income and expense, costs related to shareholder litigation, the gain on foreign currency derivatives, Large Dispositions, costs related to the spin-off of the Performance Fibers business, internal review and restatement costs and discontinued operations. 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.
|
(e)
|
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.
|
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate
and
other
|
|
Total
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income
|
|
$44.2
|
|
|
|
$8.1
|
|
|
|
$62.8
|
|
|
|
$76.2
|
|
|
|
$1.0
|
|
|
|
($22.3
|
)
|
|
|
$170.1
|
|
|
Add:
|
Depreciation, depletion and amortization
|
58.6
|
|
|
32.8
|
|
|
28.0
|
|
|
23.6
|
|
|
—
|
|
|
1.2
|
|
|
144.1
|
|
|||||||
Add:
|
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
—
|
|
|
23.6
|
|
|||||||
Adjusted EBITDA
|
|
$102.8
|
|
|
|
$40.9
|
|
|
|
$90.8
|
|
|
|
$123.4
|
|
|
|
$1.0
|
|
|
|
($21.1
|
)
|
|
|
$337.7
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income
|
|
$42.2
|
|
|
|
$1.1
|
|
|
|
$57.6
|
|
|
|
$130.9
|
|
|
|
$4.6
|
|
|
|
($20.9
|
)
|
|
|
$215.5
|
|
|
Add:
|
Depreciation, depletion and amortization
|
49.4
|
|
|
32.0
|
|
|
27.5
|
|
|
17.9
|
|
|
—
|
|
|
0.8
|
|
|
127.6
|
|
|||||||
Add:
|
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|
|
$85.1
|
|
|
|
$95.5
|
|
|
|
$4.6
|
|
|
|
($19.4
|
)
|
|
|
$290.5
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income (loss)
|
|
$43.1
|
|
|
|
($4.0
|
)
|
|
|
$33.0
|
|
|
|
$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
|
—
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|||||||
Less:
|
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
|
|
|
|
$56.5
|
|
|
|
$86.6
|
|
|
|
$2.0
|
|
|
|
($19.4
|
)
|
|
|
$239.7
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income
|
|
$46.7
|
|
|
|
$6.9
|
|
|
|
$1.6
|
|
|
|
$45.5
|
|
|
|
$1.2
|
|
|
|
($24.1
|
)
|
|
|
$77.8
|
|
|
Add:
|
Depreciation, depletion and amortization
|
54.3
|
|
|
14.8
|
|
|
25.5
|
|
|
18.7
|
|
|
—
|
|
|
0.4
|
|
|
113.7
|
|
|||||||
Add:
|
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|||||||
Less:
|
Costs related to shareholder litigation (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
|||||||
Adjusted EBITDA
|
|
$101.0
|
|
|
|
$21.7
|
|
|
|
$27.1
|
|
|
|
$76.7
|
|
|
|
$1.2
|
|
|
|
($19.6
|
)
|
|
|
$208.1
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income
|
|
$45.7
|
|
|
|
$29.5
|
|
|
|
$8.7
|
|
|
|
$48.3
|
|
|
|
$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
|
—
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|
|
$40.9
|
|
|
|
$53.5
|
|
|
|
$1.7
|
|
|
|
($31.3
|
)
|
|
|
$213.5
|
|
|
|
|
|
|
(a)
|
Costs related to shareholder litigation include expenses incurred as a result of the shareholder derivative demands. See Note 10 — Contingencies. In addition, these costs include the costs associated with class action securities litigation brought against the Company in a case styled In re Rayonier Inc. Securities Litigation, filed in the United States District Court for the Middle District of Florida (Case No. 3:14-cv01395-RJC-JBT) and 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. In October 2017, the court entered orders approving the settlement of the class action securities litigation and dismissing the case against all defendants with prejudice.
|
(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 subsidiary.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Financial Information (in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Sales
|
|
|
|
|
|
||||||
Southern Timber
|
|
$170.0
|
|
|
|
$144.5
|
|
|
|
$151.2
|
|
Pacific Northwest Timber
|
109.8
|
|
|
91.9
|
|
|
77.8
|
|
|||
New Zealand Timber
|
249.0
|
|
|
223.3
|
|
|
176.0
|
|
|||
Real Estate
|
|
|
|
|
|
||||||
Improved Development
|
8.4
|
|
|
6.3
|
|
|
1.7
|
|
|||
Unimproved Development
|
8.6
|
|
|
16.4
|
|
|
5.5
|
|
|||
Rural
|
22.7
|
|
|
18.6
|
|
|
18.8
|
|
|||
Non-Strategic / Timberlands - U.S.
|
71.0
|
|
|
46.3
|
|
|
66.1
|
|
|||
Non-Strategic / Timberlands - N.Z.
|
27.9
|
|
|
24.3
|
|
|
1.8
|
|
|||
Large Dispositions
|
—
|
|
|
95.4
|
|
|
207.3
|
|
|||
Total Real Estate
|
138.6
|
|
|
207.3
|
|
|
301.2
|
|
|||
Trading
|
148.8
|
|
|
152.6
|
|
|
109.7
|
|
|||
Total Sales
|
|
$816.1
|
|
|
|
$819.7
|
|
|
|
$815.9
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
|
|
|
|
||||||
Southern Timber
|
|
$44.2
|
|
|
|
$42.2
|
|
|
|
$43.1
|
|
Pacific Northwest Timber
|
8.1
|
|
|
1.1
|
|
|
(4.0
|
)
|
|||
New Zealand Timber
|
62.8
|
|
|
57.6
|
|
|
33.0
|
|
|||
Real Estate (a)
|
76.2
|
|
|
130.9
|
|
|
202.4
|
|
|||
Trading
|
1.0
|
|
|
4.6
|
|
|
2.0
|
|
|||
Corporate and other
|
(22.3
|
)
|
|
(20.9
|
)
|
|
(20.8
|
)
|
|||
Operating Income
|
170.1
|
|
|
215.5
|
|
|
255.8
|
|
|||
Interest Expense
|
(32.1
|
)
|
|
(34.1
|
)
|
|
(32.2
|
)
|
|||
Interest/Other Income (Expense)
|
4.6
|
|
|
1.9
|
|
|
(0.8
|
)
|
|||
Income Tax Expense
|
(25.3
|
)
|
|
(21.8
|
)
|
|
(5.0
|
)
|
|||
Net Income (a)
|
117.3
|
|
|
161.5
|
|
|
217.8
|
|
|||
Less: Net Income Attributable to Noncontrolling Interest
|
(15.1
|
)
|
|
(12.7
|
)
|
|
(5.8
|
)
|
|||
Net Income Attributable to Rayonier Inc. (a)
|
|
$102.2
|
|
|
|
$148.8
|
|
|
|
$212.0
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA (b)
|
|
|
|
|
|
||||||
Southern Timber
|
|
$102.8
|
|
|
|
$91.6
|
|
|
|
$92.9
|
|
Pacific Northwest Timber
|
40.9
|
|
|
33.1
|
|
|
21.2
|
|
|||
New Zealand Timber
|
90.8
|
|
|
85.1
|
|
|
56.5
|
|
|||
Real Estate
|
123.4
|
|
|
95.5
|
|
|
86.6
|
|
|||
Trading
|
1.0
|
|
|
4.6
|
|
|
2.0
|
|
|||
Corporate and other
|
(21.1
|
)
|
|
(19.4
|
)
|
|
(19.4
|
)
|
|||
Total Adjusted EBITDA (b)
|
|
$337.7
|
|
|
|
$290.5
|
|
|
|
$239.7
|
|
|
|
|
|
|
(a)
|
The 2017 and 2016 results included $67.0 million and $143.9 million related to Large Dispositions, respectively.
|
(b)
|
Southern Timber Overview
|
2018
|
|
2017
|
|
2016
|
||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
||||||
Pine Pulpwood
|
3,444
|
|
|
3,103
|
|
|
3,376
|
|
|||
Pine Sawtimber
|
2,034
|
|
|
1,933
|
|
|
1,587
|
|
|||
Total Pine Volume
|
5,478
|
|
|
5,036
|
|
|
4,963
|
|
|||
Hardwood
|
240
|
|
|
278
|
|
|
354
|
|
|||
Total Volume
|
5,718
|
|
|
5,314
|
|
|
5,317
|
|
|||
|
|
|
|
|
|
||||||
Percentage Delivered Sales
|
30
|
%
|
|
22
|
%
|
|
27
|
%
|
|||
Percentage Stumpage Sales
|
70
|
%
|
|
78
|
%
|
|
73
|
%
|
|||
|
|
|
|
|
|
||||||
Net Stumpage Prices (dollars per ton)
|
|
|
|
|
|
||||||
Pine Pulpwood
|
|
$16.20
|
|
|
|
$16.14
|
|
|
|
$17.76
|
|
Pine Sawtimber
|
25.59
|
|
|
25.64
|
|
|
26.76
|
|
|||
Weighted Average Pine
|
|
$19.69
|
|
|
|
$19.79
|
|
|
|
$20.64
|
|
Hardwood
|
12.27
|
|
|
12.58
|
|
|
13.91
|
|
|||
Weighted Average Total
|
|
$19.37
|
|
|
|
$19.41
|
|
|
|
$20.18
|
|
|
|
|
|
|
|
||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
||||||
Timber Sales
|
|
$143.9
|
|
|
|
$122.6
|
|
|
|
$132.9
|
|
Less: Cut, Haul & Freight
|
(33.1
|
)
|
|
(19.5
|
)
|
|
(25.6
|
)
|
|||
Net Stumpage Sales
|
|
$110.8
|
|
|
|
$103.1
|
|
|
|
$107.3
|
|
|
|
|
|
|
|
||||||
Non-Timber Sales
|
|
$26.1
|
|
|
|
$21.9
|
|
|
|
$18.3
|
|
Total Sales
|
|
$170.0
|
|
|
|
$144.5
|
|
|
|
$151.2
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
$44.2
|
|
|
|
$42.2
|
|
|
|
$43.1
|
|
(+) Depreciation, depletion and amortization
|
58.6
|
|
|
49.4
|
|
|
49.8
|
|
|||
Adjusted EBITDA (a)
|
|
$102.8
|
|
|
|
$91.6
|
|
|
|
$92.9
|
|
|
|
|
|
|
|
||||||
Other Data
|
|
|
|
|
|
||||||
Year-End Acres (in thousands)
|
1,807
|
|
|
1,820
|
|
|
1,849
|
|
|
|
|
|
|
(a)
|
Pacific Northwest Timber Overview
|
2018
|
|
2017
|
|
2016
|
||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
||||||
Pulpwood
|
299
|
|
|
276
|
|
|
319
|
|
|||
Sawtimber
|
1,007
|
|
|
971
|
|
|
876
|
|
|||
Total Volume
|
1,305
|
|
|
1,247
|
|
|
1,195
|
|
|||
|
|
|
|
|
|
||||||
Sales Volume (converted to MBF)
|
|
|
|
|
|
||||||
Pulpwood
|
28,307
|
|
|
25,973
|
|
|
30,200
|
|
|||
Sawtimber
|
132,795
|
|
|
125,577
|
|
|
114,091
|
|
|||
Total Volume
|
161,102
|
|
|
151,550
|
|
|
144,291
|
|
|||
|
|
|
|
|
|
||||||
Percentage Delivered Sales
|
86
|
%
|
|
83
|
%
|
|
91
|
%
|
|||
Percentage Sawtimber Sales
|
77
|
%
|
|
78
|
%
|
|
73
|
%
|
|||
|
|
|
|
|
|
||||||
Delivered Log Pricing (in dollars per ton)
|
|
|
|
|
|
||||||
Pulpwood
|
|
$47.82
|
|
|
|
$40.62
|
|
|
|
$41.97
|
|
Sawtimber
|
96.24
|
|
|
84.55
|
|
|
73.44
|
|
|||
Weighted Average Log Price
|
|
$84.29
|
|
|
|
$73.89
|
|
|
|
$64.68
|
|
|
|
|
|
|
|
||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
||||||
Timber Sales
|
|
$106.5
|
|
|
|
$88.7
|
|
|
|
$75.2
|
|
Less: Cut and Haul
|
(44.9
|
)
|
|
(36.7
|
)
|
|
(34.7
|
)
|
|||
Net Stumpage Sales
|
|
$61.5
|
|
|
|
$52.0
|
|
|
|
$40.5
|
|
|
|
|
|
|
|
||||||
Non-Timber Sales
|
|
$3.4
|
|
|
|
$3.2
|
|
|
|
$2.6
|
|
Total Sales
|
|
$109.8
|
|
|
|
$91.9
|
|
|
|
$77.8
|
|
|
|
|
|
|
|
||||||
Operating Income (Loss)
|
|
$8.1
|
|
|
|
$1.1
|
|
|
|
($4.0
|
)
|
(+) Depreciation, depletion and amortization
|
32.8
|
|
|
32.0
|
|
|
25.2
|
|
|||
Adjusted EBITDA (a)
|
|
$40.9
|
|
|
|
$33.1
|
|
|
|
$21.2
|
|
|
|
|
|
|
|
||||||
Other Data
|
|
|
|
|
|
||||||
Year-End Acres (in thousands)
|
378
|
|
|
378
|
|
|
378
|
|
|||
Sawtimber (in dollars per MBF) (b)
|
|
$725
|
|
|
|
$665
|
|
|
|
$566
|
|
Estimated Percentage of Export Volume
|
23
|
%
|
|
26
|
%
|
|
24
|
%
|
|
|
|
|
|
(a)
|
(b)
|
Delivered sawtimber excluding chip-n-saw.
|
New Zealand Timber Overview
|
2018
|
|
2017
|
|
2016
|
||||||
Sales Volume (in thousands of tons)
|
|
|
|
|
|
||||||
Domestic Pulpwood (Delivered)
|
507
|
|
|
448
|
|
|
374
|
|
|||
Domestic Sawtimber (Delivered)
|
864
|
|
|
852
|
|
|
820
|
|
|||
Export Pulpwood (Delivered)
|
94
|
|
|
106
|
|
|
85
|
|
|||
Export Sawtimber (Delivered)
|
1,210
|
|
|
1,133
|
|
|
932
|
|
|||
Stumpage
|
—
|
|
|
—
|
|
|
10
|
|
|||
Total Volume
|
2,675
|
|
|
2,539
|
|
|
2,221
|
|
|||
|
|
|
|
|
|
||||||
Delivered Log Pricing (in dollars per ton)
|
|
|
|
|
|
||||||
Domestic Pulpwood
|
|
$37.00
|
|
|
|
$33.84
|
|
|
|
$31.75
|
|
Domestic Sawtimber
|
|
$83.29
|
|
|
|
$81.12
|
|
|
|
$72.68
|
|
Export Sawtimber
|
|
$117.03
|
|
|
|
$112.74
|
|
|
|
$98.32
|
|
Weighted Average Log Price
|
|
$90.44
|
|
|
|
$87.61
|
|
|
|
$76.88
|
|
|
|
|
|
|
|
||||||
Summary Financial Data (in millions of dollars)
|
|
|
|
|
|
||||||
Timber Sales
|
|
$241.9
|
|
|
|
$222.5
|
|
|
|
$170.7
|
|
Less: Cut and Haul
|
(85.9
|
)
|
|
(80.6
|
)
|
|
(70.9
|
)
|
|||
Less: Port and Freight Costs
|
(49.5
|
)
|
|
(39.7
|
)
|
|
(28.0
|
)
|
|||
Net Stumpage Sales
|
|
$106.5
|
|
|
|
$102.2
|
|
|
|
$71.8
|
|
|
|
|
|
|
|
||||||
Non-Timber Sales / Carbon Credits
|
7.1
|
|
|
0.8
|
|
|
5.3
|
|
|||
Total Sales
|
|
$249.0
|
|
|
|
$223.3
|
|
|
|
$176.0
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
$62.8
|
|
|
|
$57.6
|
|
|
|
$33.0
|
|
(+) Depreciation, depletion and amortization
|
28.0
|
|
|
27.5
|
|
|
23.4
|
|
|||
Adjusted EBITDA (a)
|
|
$90.8
|
|
|
|
$85.1
|
|
|
|
$56.5
|
|
|
|
|
|
|
|
||||||
Other Data
|
|
|
|
|
|
||||||
New Zealand Dollar to U.S. Dollar Exchange Rate (b)
|
0.6935
|
|
|
0.7108
|
|
|
0.6971
|
|
|||
Net Plantable Year-End Acres (in thousands)
|
289
|
|
|
293
|
|
|
299
|
|
|||
Export Sawtimber (in dollars per JAS m3)
|
|
$136.07
|
|
|
|
$131.08
|
|
|
|
$114.27
|
|
Domestic Sawtimber (in $NZD per tonne)
|
|
$132.22
|
|
|
|
$125.43
|
|
|
|
$114.54
|
|
|
|
|
|
|
(a)
|
(b)
|
Represents the average of the month-end exchange rates for each year.
|
Real Estate Overview
|
2018
|
|
2017
|
|
2016
|
||||||
Sales (in millions of dollars)
|
|
|
|
|
|
||||||
Improved Development (a)
|
|
$8.4
|
|
|
|
$6.3
|
|
|
|
$1.7
|
|
Unimproved Development
|
8.6
|
|
|
16.4
|
|
|
5.5
|
|
|||
Rural
|
22.7
|
|
|
18.6
|
|
|
18.8
|
|
|||
Non-Strategic / Timberlands - U.S.
|
71.0
|
|
|
46.3
|
|
|
66.1
|
|
|||
Non-Strategic / Timberlands - N.Z.
|
27.9
|
|
|
24.3
|
|
|
1.8
|
|
|||
Large Dispositions (b)
|
—
|
|
|
95.4
|
|
|
207.3
|
|
|||
Total Sales
|
|
$138.6
|
|
|
|
$207.3
|
|
|
|
$301.2
|
|
|
|
|
|
|
|
||||||
Acres Sold
|
|
|
|
|
|
||||||
Improved Development (a)
|
44
|
|
|
23
|
|
|
47
|
|
|||
Unimproved Development
|
751
|
|
|
1,449
|
|
|
206
|
|
|||
Rural
|
5,008
|
|
|
6,344
|
|
|
6,684
|
|
|||
Non-Strategic / Timberlands - U.S.
|
22,815
|
|
|
16,007
|
|
|
28,743
|
|
|||
Non-Strategic / Timberlands - N.Z. (c)
|
4,996
|
|
|
9,645
|
|
|
9
|
|
|||
Large Dispositions (b)
|
—
|
|
|
49,599
|
|
|
92,434
|
|
|||
Total Acres Sold
|
33,614
|
|
|
83,068
|
|
|
128,121
|
|
|||
|
|
|
|
|
|
||||||
Price per Acre (dollars per acre)
|
|
|
|
|
|
||||||
Improved Development (a)
|
|
$189,154
|
|
|
|
$296,550
|
|
|
|
$37,353
|
|
Unimproved Development
|
11,486
|
|
|
11,318
|
|
|
26,959
|
|
|||
Rural
|
4,530
|
|
|
2,937
|
|
|
2,794
|
|
|||
Non-Strategic / Timberlands - U.S.
|
3,110
|
|
|
2,891
|
|
|
2,301
|
|
|||
Non-Strategic / Timberlands - N.Z. (d)
|
5,588
|
|
|
2,520
|
|
|
3,761
|
|
|||
Large Dispositions (b)
|
—
|
|
|
1,922
|
|
|
2,242
|
|
|||
Weighted Average (Total) (e)
|
|
$4,121
|
|
|
|
$3,362
|
|
|
|
$2,632
|
|
Weighted Average (Adjusted) (f)
|
|
$3,878
|
|
|
|
$3,158
|
|
|
|
$2,587
|
|
|
|
|
|
|
|
||||||
Total Sales (Excluding Large Dispositions)
|
|
$138.6
|
|
|
|
$111.9
|
|
|
|
$93.9
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
$76.2
|
|
|
|
$130.9
|
|
|
|
$202.4
|
|
(+) Depreciation, depletion and amortization - U.S.
|
19.1
|
|
|
9.0
|
|
|
16.3
|
|
|||
(+) Depreciation, depletion and amortization - N.Z.
|
4.5
|
|
|
8.9
|
|
|
—
|
|
|||
(+) Non-cash cost of land and improved development - U.S.
|
23.6
|
|
|
13.6
|
|
|
9.9
|
|
|||
(+) Non-cash cost of land and improved development - N.Z.
|
—
|
|
|
0.1
|
|
|
1.8
|
|
|||
(–) Large Dispositions (b)
|
—
|
|
|
(67.0
|
)
|
|
(143.9
|
)
|
|||
Adjusted EBITDA (g)
|
|
$123.4
|
|
|
|
$95.5
|
|
|
|
$86.6
|
|
|
|
|
|
|
(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 for a combined sales price and gain of approximately $95.4 million and $67.0 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)
|
New Zealand Non-Strategic / Timberlands represents productive acres.
|
(d)
|
2016 New Zealand Non-Strategic / Timberlands price per acre excludes the impact related to the relinquishment of a forestry right.
|
(e)
|
Excludes Large Dispositions.
|
(f)
|
Excludes Improved Development and Large Dispositions.
|
(g)
|
Capital Expenditures By Segment
|
2018
|
|
2017
|
|
2016
|
||||||
Timber Capital Expenditures (in millions of dollars)
|
|
|
|
|
|
||||||
Southern Timber
|
|
|
|
|
|
||||||
Reforestation, silvicultural and other capital expenditures
|
|
$20.0
|
|
|
|
$17.9
|
|
|
|
$19.2
|
|
Property taxes
|
6.6
|
|
|
8.1
|
|
|
5.0
|
|
|||
Lease payments
|
4.6
|
|
|
4.8
|
|
|
5.2
|
|
|||
Allocated overhead
|
4.2
|
|
|
3.7
|
|
|
4.2
|
|
|||
Subtotal Southern Timber
|
|
$35.4
|
|
|
|
$34.5
|
|
|
|
$33.6
|
|
Pacific Northwest Timber
|
|
|
|
|
|
||||||
Reforestation, silvicultural and other capital expenditures
|
6.2
|
|
|
7.3
|
|
|
5.8
|
|
|||
Property taxes
|
0.8
|
|
|
0.9
|
|
|
0.7
|
|
|||
Allocated overhead
|
2.4
|
|
|
2.0
|
|
|
1.5
|
|
|||
Subtotal Pacific Northwest Timber
|
|
$9.3
|
|
|
|
$10.2
|
|
|
|
$8.0
|
|
New Zealand Timber
|
|
|
|
|
|
||||||
Reforestation, silvicultural and other capital expenditures
|
9.7
|
|
|
9.1
|
|
|
8.6
|
|
|||
Property taxes
|
0.7
|
|
|
0.7
|
|
|
0.6
|
|
|||
Lease payments
|
4.1
|
|
|
4.4
|
|
|
4.2
|
|
|||
Allocated overhead
|
2.8
|
|
|
2.9
|
|
|
2.6
|
|
|||
Subtotal New Zealand Timber
|
|
$17.3
|
|
|
|
$17.1
|
|
|
|
$16.0
|
|
Total Timber Segments Capital Expenditures
|
|
$62.0
|
|
|
|
$61.8
|
|
|
|
$57.6
|
|
Real Estate
|
0.3
|
|
|
1.3
|
|
|
0.3
|
|
|||
Corporate
|
—
|
|
|
2.2
|
|
|
0.8
|
|
|||
Total Capital Expenditures
|
|
$62.3
|
|
|
|
$65.3
|
|
|
|
$58.7
|
|
|
|
|
|
|
|
||||||
Timberland Acquisitions
|
|
|
|
|
|
||||||
Southern Timber
|
|
$45.9
|
|
|
|
$220.0
|
|
|
|
$104.0
|
|
Pacific Northwest Timber
|
—
|
|
|
1.5
|
|
|
262.5
|
|
|||
New Zealand Timber
|
11.7
|
|
|
21.4
|
|
|
—
|
|
|||
Total Timberland Acquisitions
|
|
$57.6
|
|
|
|
$242.9
|
|
|
|
$366.5
|
|
|
|
|
|
|
|
||||||
Real Estate Development Investments
|
|
$9.5
|
|
|
|
$15.8
|
|
|
|
$8.7
|
|
Rayonier Office Building
|
—
|
|
|
|
$6.1
|
|
|
|
$6.3
|
|
Sales
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Total
|
||||||||||||
2017
|
|
|
$144.5
|
|
|
|
$91.9
|
|
|
|
$223.3
|
|
|
|
$207.3
|
|
|
|
$152.6
|
|
|
|
$819.6
|
|
Volume
|
|
7.9
|
|
|
2.4
|
|
|
11.5
|
|
|
0.6
|
|
|
(10.2
|
)
|
|
12.2
|
|
||||||
Price
|
|
(0.3
|
)
|
|
7.1
|
|
|
10.0
|
|
|
25.5
|
|
|
7.0
|
|
|
49.3
|
|
||||||
Non-timber sales
|
|
4.3
|
|
|
0.2
|
|
|
6.3
|
|
|
—
|
|
|
(0.6
|
)
|
|
10.2
|
|
||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
||||||
Other
|
|
13.6
|
|
(b)
|
8.2
|
|
(b)
|
—
|
|
|
(94.8
|
)
|
(c)
|
—
|
|
|
(73.1
|
)
|
||||||
2018
|
|
|
$170.0
|
|
|
|
$109.8
|
|
|
|
$249.0
|
|
|
|
$138.6
|
|
|
|
$148.8
|
|
|
|
$816.1
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
Includes variance due to stumpage versus delivered sales.
|
(c)
|
Real Estate includes $95.4 million of sales from Large Dispositions in 2017, offset by $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
|
||||||||||||||
2017
|
|
|
$42.2
|
|
|
|
$1.1
|
|
|
|
$57.6
|
|
|
|
$130.9
|
|
|
|
$4.6
|
|
|
|
($20.9
|
)
|
|
|
$215.5
|
|
Volume
|
|
4.1
|
|
|
0.6
|
|
|
4.0
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|||||||
Price
|
|
(0.3
|
)
|
|
7.1
|
|
|
(1.3
|
)
|
|
25.5
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
|||||||
Cost
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|
(1.9
|
)
|
|
1.4
|
|
|
(3.6
|
)
|
|
(1.0
|
)
|
|
(7.1
|
)
|
|||||||
Non-timber income
|
|
4.2
|
|
|
0.2
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
|||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||||||
Depreciation, depletion & amortization
|
|
(5.6
|
)
|
|
0.7
|
|
|
0.1
|
|
|
(5.5
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(10.7
|
)
|
|||||||
Non-cash cost of land and improved development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
(b)
|
(67.0
|
)
|
(c)
|
—
|
|
|
—
|
|
|
(67.4
|
)
|
|||||||
2018
|
|
|
$44.2
|
|
|
|
$8.1
|
|
|
|
$62.8
|
|
|
|
$76.2
|
|
|
|
$1.0
|
|
|
|
($22.3
|
)
|
|
|
$170.1
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
New Zealand Timber includes $0.4 million from a settlement received in 2017.
|
(c)
|
Real Estate includes $67.0 million million of operating income from two Large Dispositions in 2017.
|
Adjusted EBITDA (a)
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
2017
|
|
|
$91.6
|
|
|
|
$33.1
|
|
|
|
$85.1
|
|
|
|
$95.5
|
|
|
|
$4.6
|
|
|
|
($19.4
|
)
|
|
|
$290.5
|
|
Volume
|
|
7.7
|
|
|
2.1
|
|
|
5.3
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|||||||
Price
|
|
(0.3
|
)
|
|
7.1
|
|
|
(1.3
|
)
|
|
25.5
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
|||||||
Cost
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|
(1.9
|
)
|
|
1.4
|
|
|
(3.6
|
)
|
|
(1.7
|
)
|
|
(7.8
|
)
|
|||||||
Non-timber income
|
|
4.2
|
|
|
0.2
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
|||||||
Foreign exchange (b)
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
(c)
|
0.6
|
|
(d)
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||
2018
|
|
|
$102.8
|
|
|
|
$40.9
|
|
|
|
$90.8
|
|
|
|
$123.4
|
|
|
|
$1.0
|
|
|
|
($21.1
|
)
|
|
|
$337.7
|
|
|
|
|
|
|
(a)
|
(b)
|
Net of currency hedging impact.
|
(c)
|
New Zealand Timber includes $0.4 million of operating income from a settlement received in 2017.
|
(d)
|
Real Estate includes $0.6 million of deferred revenue in 2017.
|
Sales
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Total
|
||||||||||||
2016
|
|
|
$151.2
|
|
|
|
$77.8
|
|
|
|
$176.0
|
|
|
|
$301.2
|
|
|
|
$109.7
|
|
|
|
$815.9
|
|
Volume
|
|
(0.1
|
)
|
|
1.8
|
|
|
24.6
|
|
|
(5.8
|
)
|
|
25.5
|
|
|
46.0
|
|
||||||
Price
|
|
(4.2
|
)
|
|
9.7
|
|
|
26.3
|
|
|
24.4
|
|
|
17.4
|
|
|
73.6
|
|
||||||
Non-timber sales
|
|
3.6
|
|
|
0.6
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Other (b)
|
|
(6.0
|
)
|
(b)
|
2.0
|
|
(b)
|
—
|
|
|
(112.5
|
)
|
(c)
|
—
|
|
|
(116.5
|
)
|
||||||
2017
|
|
|
$144.5
|
|
|
|
$91.9
|
|
|
|
$223.3
|
|
|
|
$207.3
|
|
|
|
$152.6
|
|
|
|
$819.7
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
Includes variance due to stumpage versus delivered sales.
|
(c)
|
Real Estate includes $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
|
)
|
|
|
$33.0
|
|
|
|
$202.4
|
|
|
|
$2.0
|
|
|
|
($20.8
|
)
|
|
|
$255.8
|
|
Volume
|
|
(0.2
|
)
|
|
0.4
|
|
|
7.2
|
|
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|||||||
Price
|
|
(4.2
|
)
|
|
9.7
|
|
|
20.3
|
|
|
24.4
|
|
|
—
|
|
|
—
|
|
|
50.2
|
|
|||||||
Cost
|
|
0.6
|
|
|
0.3
|
|
|
(1.2
|
)
|
|
(0.5
|
)
|
|
2.6
|
|
|
0.3
|
|
|
2.1
|
|
|||||||
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
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(8.7
|
)
|
|||||||
Non-cash cost of land and real estate sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|||||||
Other (b)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
(b)
|
(86.2
|
)
|
(c)
|
—
|
|
|
—
|
|
|
(85.8
|
)
|
|||||||
2017
|
|
|
$42.2
|
|
|
|
$1.1
|
|
|
|
$57.6
|
|
|
|
$130.9
|
|
|
|
$4.6
|
|
|
|
($20.9
|
)
|
|
|
$215.5
|
|
|
|
|
|
|
(a)
|
Net of currency hedging impact.
|
(b)
|
New Zealand Timber includes $0.4 million from a settlement received in 2017.
|
(c)
|
Real Estate included $67.0 million of operating income from two Large Dispositions in 2017, offset by $0.6 million of deferred operating income 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
|
|
|
|
$56.5
|
|
|
|
$86.6
|
|
|
|
$2.0
|
|
|
|
($19.4
|
)
|
|
|
$239.7
|
|
Volume
|
|
(0.1
|
)
|
|
1.5
|
|
|
10.3
|
|
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||||
Price
|
|
(4.2
|
)
|
|
9.7
|
|
|
20.3
|
|
|
24.4
|
|
|
—
|
|
|
—
|
|
|
50.2
|
|
|||||||
Cost
|
|
0.6
|
|
|
0.3
|
|
|
(1.2
|
)
|
|
(0.5
|
)
|
|
2.6
|
|
|
—
|
|
|
1.8
|
|
|||||||
Non-timber income
|
|
2.4
|
|
|
0.4
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||||
Foreign exchange (b)
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
0.4
|
|
(c)
|
(9.3
|
)
|
(d)
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|||||||
2017
|
|
|
$91.6
|
|
|
|
$33.1
|
|
|
|
$85.1
|
|
|
|
$95.5
|
|
|
|
$4.6
|
|
|
|
($19.4
|
)
|
|
|
$290.5
|
|
|
|
|
|
|
(a)
|
(b)
|
Net of currency hedging impact.
|
(c)
|
New Zealand Timber includes $0.4 million of operating income from a settlement received in 2017.
|
(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.
|
|
As of December 31,
|
||||||||||
(in millions of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
|
$148.4
|
|
|
|
$112.7
|
|
|
|
$85.9
|
|
Total debt (a)
|
975.0
|
|
|
1,028.4
|
|
|
1,065.5
|
|
|||
Shareholders’ equity
|
1,654.6
|
|
|
1,693.0
|
|
|
1,496.9
|
|
|||
Net Income Attributable to Rayonier Inc.
|
102.2
|
|
|
148.8
|
|
|
212.0
|
|
|||
Adjusted EBITDA (b)
|
337.7
|
|
|
290.5
|
|
|
239.7
|
|
|||
Total capitalization (total debt plus equity)
|
2,629.6
|
|
|
2,721.4
|
|
|
2,562.4
|
|
|||
Debt to capital ratio
|
37
|
%
|
|
38
|
%
|
|
42
|
%
|
|||
Debt to Adjusted EBITDA (b)
|
2.9
|
|
|
3.5
|
|
|
4.4
|
|
|||
Net debt to Adjusted EBITDA (b)(c)
|
2.4
|
|
|
3.2
|
|
|
4.1
|
|
|||
Net debt to enterprise value (c)(d)
|
19
|
%
|
|
18
|
%
|
|
23
|
%
|
|
|
|
|
|
(a)
|
Total debt as of December 31, 2018, 2017 and 2016 is presented gross of deferred financing costs of $2.4 million, $3.0 million and $3.6 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)
|
Net debt is calculated as total debt less cash and cash equivalents.
|
(d)
|
Enterprise value is calculated as the number of shares outstanding multiplied by the Company’s share price, plus net debt, at December 31, 2018.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
|
$310.1
|
|
|
|
$256.3
|
|
|
|
$203.8
|
|
Investing activities
|
(132.9
|
)
|
|
(235.3
|
)
|
|
(235.0
|
)
|
|||
Financing activities
|
(193.7
|
)
|
|
(6.9
|
)
|
|
114.4
|
|
|||
Effect of exchange rate changes on cash
|
0.6
|
|
|
0.6
|
|
|
(0.9
|
)
|
|||
Change in cash, cash equivalents and restricted cash
|
|
($15.9
|
)
|
|
|
$14.7
|
|
|
|
$82.3
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net Income to Adjusted EBITDA Reconciliation
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
|
$117.3
|
|
|
|
$161.5
|
|
|
|
$217.8
|
|
|
|
$43.9
|
|
|
|
$97.8
|
|
Interest, net, continuing operations
|
29.7
|
|
|
32.2
|
|
|
33.0
|
|
|
34.7
|
|
|
49.7
|
|
|||||
Income tax expense (benefit), continuing operations
|
25.2
|
|
|
21.8
|
|
|
5.0
|
|
|
(0.9
|
)
|
|
(9.6
|
)
|
|||||
Depreciation, depletion and amortization
|
144.1
|
|
|
127.6
|
|
|
115.1
|
|
|
113.7
|
|
|
120.0
|
|
|||||
Non-cash cost of land and improved development
|
23.6
|
|
|
13.7
|
|
|
11.7
|
|
|
12.5
|
|
|
13.2
|
|
|||||
Non-operating (income) expense
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||||
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
|
)
|
|||||
Cost related to spin-off of Performance Fibers
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Internal review and restatement costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43.4
|
)
|
|||||
Adjusted EBITDA
|
|
$337.7
|
|
|
|
$290.5
|
|
|
|
$239.7
|
|
|
|
$208.1
|
|
|
|
$213.5
|
|
|
|
|
|
|
(a)
|
Costs related to shareholder litigation include expenses incurred as a result of the shareholder derivative demands. See Note 10 — Contingencies. In addition, these costs include the costs associated with class action securities litigation brought against the Company in a case styled In re Rayonier Inc. Securities Litigation, filed in the United States District Court for the Middle District of Florida (Case No. 3:14-cv01395-RJC-JBT) and 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. In October 2017, the court entered orders approving the settlement of the class action securities litigation and dismissing the case against all defendants with prejudice.
|
(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 subsidiary.
|
(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.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Cash provided by operating activities
|
|
$310.1
|
|
|
|
$256.3
|
|
|
|
$203.8
|
|
|
|
$177.2
|
|
|
|
$320.4
|
|
Capital expenditures from continuing operations (a)
|
(62.3
|
)
|
|
(65.3
|
)
|
|
(58.7
|
)
|
|
(57.3
|
)
|
|
(63.7
|
)
|
|||||
Large Dispositions (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
|||||
Cash flow from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.4
|
)
|
|||||
Working capital and other balance sheet changes
|
(7.7
|
)
|
|
(2.3
|
)
|
|
(0.8
|
)
|
|
(2.5
|
)
|
|
(39.5
|
)
|
|||||
CAD
|
|
$240.1
|
|
|
|
$188.7
|
|
|
|
$144.3
|
|
|
|
$117.4
|
|
|
|
$93.4
|
|
Mandatory debt repayments (c)
|
—
|
|
|
—
|
|
|
(31.5
|
)
|
|
(131.0
|
)
|
|
—
|
|
|||||
Adjusted CAD
|
|
$240.1
|
|
|
|
$188.7
|
|
|
|
$112.8
|
|
|
|
($13.6
|
)
|
|
|
$93.4
|
|
Cash used for investing activities (d)
|
|
($132.9
|
)
|
|
|
($235.3
|
)
|
|
|
($235.0
|
)
|
|
|
($149.5
|
)
|
|
|
($258.9
|
)
|
Cash (used for) provided by financing activities
|
|
($193.7
|
)
|
|
|
($6.9
|
)
|
|
|
$114.4
|
|
|
|
($116.5
|
)
|
|
|
($161.4
|
)
|
|
|
|
|
|
(a)
|
Capital expenditures exclude timberland acquisitions, real estate development investments and spending on the Rayonier office building.
|
(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 subsidiary noncontrolling interest shareholder loan. See Note 5 — Debt for additional information.
|
(d)
|
Due to the adoption of ASU No. 2016-18, restricted cash is now included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown and therefore changes in restricted cash are no longer reported as investing activities. Prior period amounts have been restated to conform to current period presentation.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Purchase of timberlands
|
|
($57.6
|
)
|
|
|
($242.9
|
)
|
|
|
($366.5
|
)
|
|
|
($98.4
|
)
|
|
|
($130.9
|
)
|
Real Estate Development Investments
|
(9.5
|
)
|
|
(15.8
|
)
|
|
(8.7
|
)
|
|
(2.7
|
)
|
|
(3.7
|
)
|
|||||
Distributions to New Zealand minority shareholder (a)
|
(14.4
|
)
|
|
(15.8
|
)
|
|
(4.9
|
)
|
|
(1.4
|
)
|
|
(1.2
|
)
|
|||||
Rayonier Office Building
|
—
|
|
|
(6.1
|
)
|
|
(6.3
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
|
|
|
|
(a)
|
Includes debt repayments on the New Zealand subsidiary noncontrolling interest shareholder loan. See Note 5 — Debt for additional information.
|
Contractual Financial Obligations (in millions)
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
|||||||||||||
Long-term debt (a)
|
|
$975.0
|
|
|
—
|
|
|
—
|
|
|
|
$325.0
|
|
|
|
$650.0
|
|
||
Interest payments on long-term debt (b)
|
211.3
|
|
|
38.9
|
|
|
77.9
|
|
|
56.6
|
|
|
37.9
|
|
|||||
Operating leases — timberland
|
178.8
|
|
|
8.8
|
|
|
16.7
|
|
|
15.7
|
|
|
137.6
|
|
|||||
Operating leases — PP&E, offices
|
4.6
|
|
|
1.2
|
|
|
2.0
|
|
|
1.4
|
|
|
—
|
|
|||||
Commitments — derivatives (c)
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commitments — other (d)
|
2.9
|
|
|
2.6
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$1,374.2
|
|
|
|
$53.1
|
|
|
|
$96.9
|
|
|
|
$398.7
|
|
|
|
$825.5
|
|
|
|
|
|
|
(a)
|
The book value of long-term debt, net of deferred financing costs, is currently recorded at $972.6 million on the Company’s Consolidated Balance Sheet, but upon maturity the liability will be $975.0 million.
|
(b)
|
Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2018.
|
(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 $1.4 million of pension contribution requirements in 2019 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)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amounts
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$650,000
|
|
$650,000
|
|
$650,000
|
Average interest rate (a)(b)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4.12%
|
|
4.12%
|
|
—
|
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amounts
|
—
|
|
—
|
|
—
|
|
$325,000
|
|
—
|
|
—
|
|
$325,000
|
|
$325,845
|
Average interest rate (b)
|
—
|
|
—
|
|
—
|
|
3.75%
|
|
—
|
|
—
|
|
3.75%
|
|
—
|
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$650,000
|
|
$650,000
|
|
$23,735
|
Average pay rate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.91%
|
|
1.91%
|
|
—
|
Average receive rate (b)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.37%
|
|
2.37%
|
|
—
|
|
|
|
|
|
(Dollars in thousands)
|
0-1 months
|
|
1-2 months
|
|
2-3 months
|
|
3-6 months
|
|
6-12 months
|
|
12-18 months
|
|
Total
|
|
Fair Value
|
Foreign exchange contracts to sell U.S. dollar for New Zealand dollar
|
|
|
|
|
|||||||||||
Notional amount
|
$11,450
|
|
$4,500
|
|
$5,000
|
|
$19,000
|
|
$30,000
|
|
—
|
|
$69,950
|
|
($1,569)
|
Average contract rate
|
1.4607
|
|
1.4687
|
|
1.4511
|
|
1.4458
|
|
1.4501
|
|
—
|
|
1.4519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency option contracts to sell U.S. dollar for New Zealand dollar
|
|
|
|
|
|||||||||||
Notional amount
|
$2,000
|
|
$2,000
|
|
$2,000
|
|
$4,000
|
|
$8,000
|
|
$6,000
|
|
$24,000
|
|
$145
|
Average strike price
|
1.4705
|
|
1.4710
|
|
1.4717
|
|
1.5227
|
|
1.5344
|
|
1.5100
|
|
1.5101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts to sell New Zealand dollar for U.S. dollar
|
|
|
|
|
|||||||||||
Notional amount (NZ$)
|
—
|
|
—
|
|
$14,000
|
|
—
|
|
—
|
|
—
|
|
$14,000
|
|
$128
|
Average contract rate
|
—
|
|
—
|
|
0.6814
|
|
|
|
—
|
|
—
|
|
0.6814
|
|
|
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 22, 2019
|
|
|
By:
|
/s/ MARK MCHUGH
|
|
Mark McHugh
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
February 22, 2019
|
|
|
By:
|
/s/ APRIL TICE
|
|
April Tice
Director, Financial Services and Corporate Controller
(Principal Accounting Officer)
|
|
February 22, 2019
|
/s/ Ernst & Young LLP
|
/s/ Ernst & Young LLP
|
|
2018
|
|
2017
|
|
2016
|
||||||
SALES
|
|
$816,138
|
|
|
|
$819,596
|
|
|
|
$815,915
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of sales
|
(605,259
|
)
|
|
(568,253
|
)
|
|
(526,439
|
)
|
|||
Selling and general expenses
|
(41,951
|
)
|
|
(40,245
|
)
|
|
(42,785
|
)
|
|||
Other operating income, net (Note 17)
|
1,140
|
|
|
4,393
|
|
|
9,086
|
|
|||
|
(646,070
|
)
|
|
(604,105
|
)
|
|
(560,138
|
)
|
|||
OPERATING INCOME
|
170,068
|
|
|
215,491
|
|
|
255,777
|
|
|||
Interest expense
|
(32,066
|
)
|
|
(34,071
|
)
|
|
(32,245
|
)
|
|||
Interest income and miscellaneous income (expense), net
|
4,564
|
|
|
1,840
|
|
|
(698
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
142,566
|
|
|
183,260
|
|
|
222,834
|
|
|||
Income tax expense (Note 9)
|
(25,236
|
)
|
|
(21,681
|
)
|
|
(5,064
|
)
|
|||
NET INCOME
|
117,330
|
|
|
161,579
|
|
|
217,770
|
|
|||
Less: Net income attributable to noncontrolling interest
|
(15,114
|
)
|
|
(12,737
|
)
|
|
(5,798
|
)
|
|||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
102,216
|
|
|
148,842
|
|
|
211,972
|
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of income tax effect of $0, $0 and $0
|
(22,759
|
)
|
|
9,114
|
|
|
6,322
|
|
|||
Cash flow hedges, net of income tax effect of $1,270, $594 and $545
|
5,029
|
|
|
5,693
|
|
|
22,822
|
|
|||
Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $711, $0 and $0
|
(1,630
|
)
|
|
(208
|
)
|
|
5,533
|
|
|||
|
(19,360
|
)
|
|
14,599
|
|
|
34,677
|
|
|||
COMPREHENSIVE INCOME
|
97,970
|
|
|
176,178
|
|
|
252,447
|
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
(8,931
|
)
|
|
(14,775
|
)
|
|
(9,555
|
)
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$89,039
|
|
|
|
$161,403
|
|
|
|
$242,892
|
|
EARNINGS PER COMMON SHARE (NOTE 12)
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Rayonier Inc.
|
|
$0.79
|
|
|
|
$1.17
|
|
|
|
$1.73
|
|
Diluted earnings per share attributable to Rayonier Inc.
|
|
$0.79
|
|
|
|
$1.16
|
|
|
|
$1.73
|
|
|
2018
|
|
2017
|
||||
ASSETS
|
|||||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
|
$148,374
|
|
|
|
$112,653
|
|
Accounts receivable, less allowance for doubtful accounts of $8 and $23
|
26,151
|
|
|
27,693
|
|
||
Inventory (Note 18)
|
15,703
|
|
|
24,141
|
|
||
Prepaid logging roads
|
11,976
|
|
|
11,207
|
|
||
Prepaid expenses
|
5,040
|
|
|
4,786
|
|
||
Other current assets
|
609
|
|
|
3,047
|
|
||
Total current assets
|
207,853
|
|
|
183,527
|
|
||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
2,401,327
|
|
|
2,462,066
|
|
||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (NOTE 6)
|
85,609
|
|
|
80,797
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Land
|
4,131
|
|
|
3,962
|
|
||
Buildings
|
22,503
|
|
|
23,618
|
|
||
Machinery and equipment
|
3,534
|
|
|
4,440
|
|
||
Construction in progress
|
567
|
|
|
627
|
|
||
Total property, plant and equipment, gross
|
30,735
|
|
|
32,647
|
|
||
Less—accumulated depreciation
|
(7,984
|
)
|
|
(9,269
|
)
|
||
Total property, plant and equipment, net
|
22,751
|
|
|
23,378
|
|
||
RESTRICTED CASH (NOTE 19)
|
8,080
|
|
|
59,703
|
|
||
OTHER ASSETS (NOTE 20)
|
55,046
|
|
|
49,010
|
|
||
TOTAL ASSETS
|
|
$2,780,666
|
|
|
|
$2,858,481
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
|
$18,019
|
|
|
|
$25,148
|
|
Current maturities of long-term debt (Note 5)
|
—
|
|
|
3,375
|
|
||
Accrued taxes
|
3,178
|
|
|
3,781
|
|
||
Accrued payroll and benefits
|
10,416
|
|
|
9,662
|
|
||
Accrued interest
|
5,007
|
|
|
5,054
|
|
||
Deferred revenue
|
10,447
|
|
|
9,721
|
|
||
Other current liabilities
|
16,474
|
|
|
11,807
|
|
||
Total current liabilities
|
63,541
|
|
|
68,548
|
|
||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS (NOTE 5)
|
972,567
|
|
|
1,022,004
|
|
||
PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 15)
|
29,800
|
|
|
31,905
|
|
||
OTHER NON-CURRENT LIABILITIES
|
60,208
|
|
|
43,084
|
|
||
|
|
|
|
|
|||
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Common Shares, 480,000,000 shares authorized, 129,488,675 and 128,970,776 shares issued and outstanding
|
884,263
|
|
|
872,228
|
|
||
Retained earnings
|
672,371
|
|
|
707,378
|
|
||
Accumulated other comprehensive income (Note 21)
|
239
|
|
|
13,417
|
|
||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,556,873
|
|
|
1,593,023
|
|
||
Noncontrolling interest
|
97,677
|
|
|
99,917
|
|
||
TOTAL SHAREHOLDERS’ EQUITY
|
1,654,550
|
|
|
1,692,940
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$2,780,666
|
|
|
|
$2,858,481
|
|
|
Common Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Non-controlling Interest
|
|
Shareholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
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
|
|
Cumulative-effect adjustment due to adoption of ASU No. 2018-02
|
—
|
|
|
—
|
|
|
711
|
|
|
(711
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
102,216
|
|
|
—
|
|
|
15,114
|
|
|
117,330
|
|
|||||
Dividends ($1.06 per share)
|
—
|
|
|
—
|
|
|
(137,934
|
)
|
|
—
|
|
|
—
|
|
|
(137,934
|
)
|
|||||
Issuance of shares under incentive stock plans
|
599,422
|
|
|
8,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,591
|
|
|||||
Stock-based compensation
|
—
|
|
|
6,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,428
|
|
|||||
Repurchase of common shares
|
(81,523
|
)
|
|
(2,984
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,984
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(919
|
)
|
|
—
|
|
|
(919
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,329
|
)
|
|
(5,430
|
)
|
|
(22,759
|
)
|
|||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
5,781
|
|
|
(752
|
)
|
|
5,029
|
|
|||||
Distribution to minority shareholder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,172
|
)
|
|
(11,172
|
)
|
|||||
Balance, December 31, 2018
|
129,488,675
|
|
|
|
$884,263
|
|
|
|
$672,371
|
|
|
|
$239
|
|
|
|
$97,677
|
|
|
|
$1,654,550
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
|
$117,330
|
|
|
|
$161,579
|
|
|
|
$217,770
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
144,121
|
|
|
127,566
|
|
|
115,142
|
|
|||
Non-cash cost of land and improved development
|
23,553
|
|
|
13,684
|
|
|
11,690
|
|
|||
Stock-based incentive compensation expense
|
6,428
|
|
|
5,396
|
|
|
5,136
|
|
|||
Amortization of debt discount/premium
|
—
|
|
|
—
|
|
|
(462
|
)
|
|||
Deferred income taxes
|
22,832
|
|
|
21,980
|
|
|
5,170
|
|
|||
Amortization of losses from pension and postretirement plans
|
675
|
|
|
465
|
|
|
2,513
|
|
|||
Gain on sale of large disposition of timberlands
|
—
|
|
|
(66,994
|
)
|
|
(143,933
|
)
|
|||
Other
|
(2,613
|
)
|
|
(716
|
)
|
|
336
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
765
|
|
|
(6,362
|
)
|
|
2,517
|
|
|||
Inventories
|
1,773
|
|
|
(1,384
|
)
|
|
(1,175
|
)
|
|||
Accounts payable
|
(4,626
|
)
|
|
3,435
|
|
|
(559
|
)
|
|||
Income tax receivable/payable
|
—
|
|
|
(434
|
)
|
|
(206
|
)
|
|||
All other operating activities
|
(142
|
)
|
|
(1,931
|
)
|
|
(10,138
|
)
|
|||
CASH PROVIDED BY OPERATING ACTIVITIES
|
310,096
|
|
|
256,284
|
|
|
203,801
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(62,325
|
)
|
|
(65,345
|
)
|
|
(58,723
|
)
|
|||
Real estate development investments
|
(9,501
|
)
|
|
(15,784
|
)
|
|
(8,746
|
)
|
|||
Purchase of timberlands
|
(57,608
|
)
|
|
(242,910
|
)
|
|
(366,481
|
)
|
|||
Assets purchased in business acquisition
|
—
|
|
|
—
|
|
|
(887
|
)
|
|||
Net proceeds from large disposition of timberlands
|
—
|
|
|
95,243
|
|
|
203,862
|
|
|||
Rayonier office building under construction
|
—
|
|
|
(6,084
|
)
|
|
(6,307
|
)
|
|||
Other
|
(3,421
|
)
|
|
(373
|
)
|
|
2,311
|
|
|||
CASH USED FOR INVESTING ACTIVITIES
|
(132,855
|
)
|
|
(235,253
|
)
|
|
(234,971
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Issuance of debt
|
1,014
|
|
|
63,389
|
|
|
695,916
|
|
|||
Repayment of debt
|
(54,416
|
)
|
|
(100,157
|
)
|
|
(458,415
|
)
|
|||
Dividends paid
|
(136,772
|
)
|
|
(127,069
|
)
|
|
(122,845
|
)
|
|||
Proceeds from the issuance of common shares under incentive stock plan
|
8,591
|
|
|
4,751
|
|
|
1,576
|
|
|||
Proceeds from the issuance of common shares from equity offering, net of costs
|
—
|
|
|
152,390
|
|
|
—
|
|
|||
Repurchase of common shares
|
(2,984
|
)
|
|
(176
|
)
|
|
(690
|
)
|
|||
Proceeds from shareholder distribution hedge
|
2,025
|
|
|
—
|
|
|
—
|
|
|||
Distribution to minority shareholder
|
(11,172
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(818
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(301
|
)
|
|||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(193,714
|
)
|
|
(6,872
|
)
|
|
114,423
|
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
571
|
|
|
580
|
|
|
(938
|
)
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (a)
|
|
|
|
|
|
||||||
Change in cash, cash equivalents and restricted cash
|
(15,902
|
)
|
|
14,739
|
|
|
82,315
|
|
|||
Balance, beginning of year
|
172,356
|
|
|
157,617
|
|
|
75,302
|
|
|||
Balance, end of year
|
|
$156,454
|
|
|
|
$172,356
|
|
|
|
$157,617
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid during the year:
|
|
|
|
|
|
||||||
Interest (b)
|
|
$33,120
|
|
|
|
$36,041
|
|
|
|
$36,289
|
|
Income taxes
|
2,150
|
|
|
514
|
|
|
501
|
|
|||
Non-cash investing activity:
|
|
|
|
|
|
||||||
Capital assets purchased on account
|
2,001
|
|
|
3,809
|
|
|
4,683
|
|
|
|
|
|
|
(a)
|
Due to the adoption of ASU No. 2016-08, restricted cash is now included with cash and cash equivalents when reconciling the beginning-of-year and end-of-year total amounts shown and therefore changes in restricted cash are no longer reported as investing activities. Prior year amounts have been restated to conform to current year presentation. For additional information and a reconciliation of cash, see Note 19 — Restricted Cash.
|
(b)
|
Interest paid is presented net of patronage payments received of $4.1 million and $3.0 million for the years ended December 31, 2018 and December 31, 2017, respectively. For additional information on patronage payments, see Note 5 — Debt.
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Contract Type
|
|
Performance
Obligation
|
|
Timing of
Revenue Recognition
|
|
General
Payment Terms
|
Stumpage Pay-as-Cut
|
|
Right to harvest a unit (i.e. ton, MBF, JAS m3) of standing timber
|
|
As timber is severed
(point-in-time)
|
|
Initial payment between
5% and 20% of estimated contract value; collection generally within 10 days of severance |
Stumpage Lump Sum
|
|
Right to harvest an agreed upon acreage of standing timber
|
|
Contract execution
(point-in-time)
|
|
Full payment due upon contract execution
|
Stumpage Agreed Volume
|
|
Right to harvest an agreed upon volume of standing timber
|
|
As timber is severed
(over-time)
|
|
Payments made throughout contract term at the earlier of a specified harvest percentage or time elapsed
|
Delivered Wood (Domestic)
|
|
Delivery of a unit (i.e. ton, MBF, JAS m3) of timber to customer’s facility
|
|
Upon delivery to customer’s facility
(point-in-time)
|
|
No initial payment and on open credit terms; collection generally within 30 days of invoice
|
Delivered Wood (Export)
|
|
Delivery of a unit (i.e. ton, MBF, JAS m3) onto export vessel
|
|
Upon delivery onto export vessel
(point-in-time)
|
|
Letter of credit from an approved bank; collection generally within 30 days of delivery
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenue recognized from contract liability balance at the beginning of the year (a)
|
|
$9,004
|
|
|
|
$8,701
|
|
|
|
|
|
|
(a)
|
Revenue recognized was primarily from hunting licenses and the use of advances on pay-as-cut timber sales.
|
Year Ended
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Elim.
|
|
Total
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pulpwood
|
|
$80,134
|
|
|
|
$14,305
|
|
|
|
$28,737
|
|
|
—
|
|
|
|
$13,771
|
|
|
—
|
|
|
|
$136,947
|
|
||
Sawtimber
|
60,295
|
|
|
92,166
|
|
|
213,206
|
|
|
—
|
|
|
134,299
|
|
|
—
|
|
|
499,966
|
|
|||||||
Hardwood
|
3,433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,433
|
|
|||||||
Total Timber Sales
|
143,863
|
|
|
106,471
|
|
|
241,943
|
|
|
—
|
|
|
148,070
|
|
|
—
|
|
|
640,347
|
|
|||||||
License Revenue, Primarily From Hunting
|
16,285
|
|
|
709
|
|
|
401
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,395
|
|
|||||||
Other Non-Timber/Carbon Revenue
|
9,030
|
|
|
2,375
|
|
|
6,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,075
|
|
|||||||
Agency Fee Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
652
|
|
|
—
|
|
|
652
|
|
|||||||
Total Non-Timber Sales
|
25,315
|
|
|
3,084
|
|
|
7,071
|
|
|
—
|
|
|
652
|
|
|
—
|
|
|
36,122
|
|
|||||||
Improved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
8,393
|
|
|
—
|
|
|
—
|
|
|
8,393
|
|
|||||||
Unimproved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
8,621
|
|
|
—
|
|
|
—
|
|
|
8,621
|
|
|||||||
Rural
|
—
|
|
|
—
|
|
|
—
|
|
|
22,689
|
|
|
—
|
|
|
—
|
|
|
22,689
|
|
|||||||
Non-strategic / Timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
98,872
|
|
|
—
|
|
|
—
|
|
|
98,872
|
|
|||||||
Total Real Estate Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
138,575
|
|
|
—
|
|
|
—
|
|
|
138,575
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenue from Contracts with Customers
|
169,178
|
|
|
109,555
|
|
|
249,014
|
|
|
138,575
|
|
|
148,722
|
|
|
—
|
|
|
815,044
|
|
|||||||
Other Non-Timber Sales, Primarily Lease
|
817
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,094
|
|
|||||||
Intersegment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
(92
|
)
|
|
—
|
|
|||||||
Total Revenue
|
|
$169,995
|
|
|
|
$109,832
|
|
|
|
$249,014
|
|
|
|
$138,575
|
|
|
|
$148,814
|
|
|
|
($92
|
)
|
|
|
$816,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pulpwood
|
|
$67,836
|
|
|
|
$11,242
|
|
|
|
$24,934
|
|
|
—
|
|
|
|
$13,352
|
|
|
—
|
|
|
|
$117,364
|
|
||
Sawtimber
|
50,891
|
|
|
77,477
|
|
|
197,521
|
|
|
—
|
|
|
137,854
|
|
|
—
|
|
|
463,743
|
|
|||||||
Hardwood
|
3,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,912
|
|
|||||||
Total Timber Sales
|
122,639
|
|
|
88,719
|
|
|
222,455
|
|
|
—
|
|
|
151,206
|
|
|
—
|
|
|
585,019
|
|
|||||||
License Revenue, Primarily from Hunting
|
16,004
|
|
|
646
|
|
|
227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,877
|
|
|||||||
Other Non-Timber Revenue
|
5,061
|
|
|
2,243
|
|
|
617
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,921
|
|
|||||||
Agency Fee Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,378
|
|
|
—
|
|
|
1,378
|
|
|||||||
Total Non-Timber Sales
|
21,065
|
|
|
2,889
|
|
|
844
|
|
|
—
|
|
|
1,378
|
|
|
—
|
|
|
26,176
|
|
|||||||
Improved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
6,348
|
|
|
—
|
|
|
—
|
|
|
6,348
|
|
|||||||
Unimproved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
16,405
|
|
|
—
|
|
|
—
|
|
|
16,405
|
|
|||||||
Rural
|
—
|
|
|
—
|
|
|
—
|
|
|
18,632
|
|
|
—
|
|
|
—
|
|
|
18,632
|
|
|||||||
Non-strategic / Timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
70,590
|
|
|
—
|
|
|
—
|
|
|
70,590
|
|
|||||||
Large Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
95,351
|
|
|
—
|
|
|
—
|
|
|
95,351
|
|
|||||||
Total Real Estate Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
207,326
|
|
|
—
|
|
|
—
|
|
|
207,326
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenue from Contracts with Customers
|
143,704
|
|
|
91,608
|
|
|
223,299
|
|
|
207,326
|
|
|
152,584
|
|
|
—
|
|
|
818,521
|
|
|||||||
Other Non-Timber Sales, Primarily Lease
|
806
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
|||||||
Total Revenue
|
|
$144,510
|
|
|
|
$91,877
|
|
|
|
$223,299
|
|
|
|
$207,326
|
|
|
|
$152,584
|
|
|
—
|
|
|
|
$819,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pulpwood
|
|
$80,248
|
|
|
|
$13,202
|
|
|
|
$18,993
|
|
|
—
|
|
|
|
$8,793
|
|
|
—
|
|
|
|
$121,236
|
|
||
Sawtimber
|
46,600
|
|
|
61,985
|
|
|
151,747
|
|
|
—
|
|
|
99,520
|
|
|
—
|
|
|
359,852
|
|
|||||||
Hardwood
|
6,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,052
|
|
|||||||
Total Timber Sales
|
132,854
|
|
|
75,187
|
|
|
170,740
|
|
|
—
|
|
|
108,313
|
|
|
—
|
|
|
487,094
|
|
|||||||
License Revenue, Primarily from Hunting
|
14,313
|
|
|
503
|
|
|
279
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,095
|
|
|||||||
Other Non-Timber Revenue
|
3,267
|
|
|
1,832
|
|
|
5,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,121
|
|
|||||||
Agency Fee Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,369
|
|
|
—
|
|
|
1,369
|
|
|||||||
Total Non-Timber Sales
|
17,580
|
|
|
2,335
|
|
|
5,301
|
|
|
—
|
|
|
1,369
|
|
|
—
|
|
|
26,585
|
|
|||||||
Improved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
1,740
|
|
|
—
|
|
|
—
|
|
|
1,740
|
|
|||||||
Unimproved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
5,540
|
|
|
—
|
|
|
—
|
|
|
5,540
|
|
|||||||
Rural
|
—
|
|
|
—
|
|
|
—
|
|
|
18,672
|
|
|
—
|
|
|
—
|
|
|
18,672
|
|
|||||||
Non-strategic / Timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
67,981
|
|
|
—
|
|
|
—
|
|
|
67,981
|
|
|||||||
Large Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
207,265
|
|
|
—
|
|
|
—
|
|
|
207,265
|
|
|||||||
Total Real Estate Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
301,198
|
|
|
—
|
|
|
—
|
|
|
301,198
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenue from Contracts with Customers
|
150,434
|
|
|
77,522
|
|
|
176,041
|
|
|
301,198
|
|
|
109,682
|
|
|
—
|
|
|
814,877
|
|
|||||||
Other Non-Timber Sales, Primarily Lease
|
758
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,038
|
|
|||||||
Total Revenue
|
|
$151,192
|
|
|
|
$77,802
|
|
|
|
$176,041
|
|
|
|
$301,198
|
|
|
|
$109,682
|
|
|
—
|
|
|
|
$815,915
|
|
Year Ended
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Trading
|
|
Total
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Stumpage Pay-as-Cut
|
|
$72,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$72,385
|
|
|||
Stumpage Lump Sum
|
4,988
|
|
|
11,854
|
|
|
—
|
|
|
—
|
|
|
16,842
|
|
|||||
Stumpage Agreed Volume
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Stumpage
|
77,373
|
|
|
11,854
|
|
|
—
|
|
|
—
|
|
|
89,227
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Delivered Wood (Domestic)
|
60,931
|
|
|
94,617
|
|
|
90,631
|
|
|
6,141
|
|
|
252,320
|
|
|||||
Delivered Wood (Export)
|
5,559
|
|
|
—
|
|
|
151,312
|
|
|
141,929
|
|
|
298,800
|
|
|||||
Total Delivered
|
66,490
|
|
|
94,617
|
|
|
241,943
|
|
|
148,070
|
|
|
551,120
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Timber Sales
|
|
$143,863
|
|
|
|
$106,471
|
|
|
|
$241,943
|
|
|
|
$148,070
|
|
|
|
$640,347
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Stumpage Pay-as-Cut
|
|
$71,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$71,120
|
|
|||
Stumpage Lump Sum
|
9,093
|
|
|
10,628
|
|
|
—
|
|
|
—
|
|
|
19,721
|
|
|||||
Stumpage Agreed Volume
|
—
|
|
|
1,234
|
|
|
—
|
|
|
—
|
|
|
1,234
|
|
|||||
Total Stumpage
|
80,213
|
|
|
11,862
|
|
|
—
|
|
|
—
|
|
|
92,075
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Delivered Wood (Domestic)
|
42,426
|
|
|
76,857
|
|
|
84,221
|
|
|
6,044
|
|
|
209,548
|
|
|||||
Delivered Wood (Export)
|
—
|
|
|
—
|
|
|
138,234
|
|
|
145,162
|
|
|
283,396
|
|
|||||
Total Delivered
|
42,426
|
|
|
76,857
|
|
|
222,455
|
|
|
151,206
|
|
|
492,944
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Timber Sales
|
|
$122,639
|
|
|
|
$88,719
|
|
|
|
$222,455
|
|
|
|
$151,206
|
|
|
|
$585,019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Stumpage Pay-as-Cut
|
|
$73,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$73,673
|
|
|||
Stumpage Lump Sum
|
4,341
|
|
|
2,121
|
|
|
767
|
|
|
—
|
|
|
7,229
|
|
|||||
Stumpage Agreed Volume
|
—
|
|
|
2,492
|
|
|
—
|
|
|
—
|
|
|
2,492
|
|
|||||
Total Stumpage
|
78,014
|
|
|
4,613
|
|
|
767
|
|
|
—
|
|
|
83,394
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Delivered Wood (Domestic)
|
54,840
|
|
|
70,574
|
|
|
71,294
|
|
|
3,757
|
|
|
200,465
|
|
|||||
Delivered Wood (Export)
|
—
|
|
|
—
|
|
|
98,679
|
|
|
104,556
|
|
|
203,235
|
|
|||||
Total Delivered
|
54,840
|
|
|
70,574
|
|
|
169,973
|
|
|
108,313
|
|
|
403,700
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Timber Sales
|
|
$132,854
|
|
|
|
$75,187
|
|
|
|
$170,740
|
|
|
|
$108,313
|
|
|
|
$487,094
|
|
3.
|
TIMBERLAND ACQUISITIONS
|
|
2018
|
|
2017
|
||||||||||
|
Cost
|
|
Acres
|
|
Cost
|
|
Acres
|
||||||
Florida
|
|
$35,560
|
|
|
20,513
|
|
|
|
$32,334
|
|
|
15,382
|
|
Georgia
|
2,532
|
|
|
2,232
|
|
|
147,833
|
|
|
68,473
|
|
||
South Carolina
|
—
|
|
|
—
|
|
|
39,884
|
|
|
17,651
|
|
||
Texas
|
7,851
|
|
|
3,279
|
|
|
—
|
|
|
—
|
|
||
Washington
|
—
|
|
|
—
|
|
|
1,483
|
|
|
481
|
|
||
New Zealand
|
11,665
|
|
|
3,833
|
|
|
21,376
|
|
|
7,546
|
|
||
Total Acquisitions
|
|
$57,608
|
|
|
29,857
|
|
|
|
$242,910
|
|
|
109,533
|
|
4.
|
SEGMENT AND GEOGRAPHICAL INFORMATION
|
|
Sales by Product Line
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Southern Timber
|
|
$169,995
|
|
|
|
$144,510
|
|
|
|
$151,192
|
|
Pacific Northwest Timber
|
109,832
|
|
|
91,877
|
|
|
77,802
|
|
|||
New Zealand Timber
|
249,014
|
|
|
223,299
|
|
|
176,041
|
|
|||
Real Estate
|
|
|
|
|
|
||||||
Improved Development
|
8,393
|
|
|
6,348
|
|
|
1,740
|
|
|||
Unimproved Development
|
8,621
|
|
|
16,405
|
|
|
5,540
|
|
|||
Rural
|
22,689
|
|
|
18,632
|
|
|
18,672
|
|
|||
Non-Strategic / Timberlands
|
98,872
|
|
|
70,590
|
|
|
67,981
|
|
|||
Large Dispositions
|
—
|
|
|
95,351
|
|
|
207,265
|
|
|||
Total Real Estate
|
138,575
|
|
|
207,326
|
|
|
301,198
|
|
|||
Trading
|
148,814
|
|
|
152,584
|
|
|
109,682
|
|
|||
Intersegment eliminations
|
(92
|
)
|
|
—
|
|
|
—
|
|
|||
Total Sales
|
|
$816,138
|
|
|
|
$819,596
|
|
|
|
$815,915
|
|
|
Operating Income/(Loss)
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Southern Timber
|
|
$44,245
|
|
|
|
$42,254
|
|
|
|
$43,098
|
|
Pacific Northwest Timber
|
8,137
|
|
|
1,127
|
|
|
(3,992
|
)
|
|||
New Zealand Timber
|
62,754
|
|
|
57,567
|
|
|
33,049
|
|
|||
Real Estate (a)
|
76,240
|
|
|
130,856
|
|
|
202,402
|
|
|||
Trading
|
953
|
|
|
4,578
|
|
|
2,002
|
|
|||
Corporate and other
|
(22,261
|
)
|
|
(20,891
|
)
|
|
(20,782
|
)
|
|||
Total Operating Income
|
170,068
|
|
|
215,491
|
|
|
255,777
|
|
|||
Unallocated interest expense and other
|
(27,502
|
)
|
|
(32,231
|
)
|
|
(32,943
|
)
|
|||
Total Income before Income Taxes
|
|
$142,566
|
|
|
|
$183,260
|
|
|
|
$222,834
|
|
|
|
|
|
|
(a)
|
The years 2017 and 2016 include Large Dispositions of $67.0 million and $143.9 million, respectively.
|
|
Gross Capital Expenditures
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Capital Expenditures (a)
|
|
|
|
|
|
||||||
Southern Timber
|
|
$35,388
|
|
|
|
$34,476
|
|
|
|
$33,487
|
|
Pacific Northwest Timber
|
9,311
|
|
|
10,254
|
|
|
8,036
|
|
|||
New Zealand Timber
|
17,318
|
|
|
17,046
|
|
|
16,095
|
|
|||
Real Estate
|
284
|
|
|
1,348
|
|
|
315
|
|
|||
Corporate and other
|
24
|
|
|
2,221
|
|
|
790
|
|
|||
Total capital expenditures
|
|
$62,325
|
|
|
|
$65,345
|
|
|
|
$58,723
|
|
|
|
|
|
|
|
||||||
Timberland Acquisitions
|
|
|
|
|
|
||||||
Southern Timber
|
|
$45,943
|
|
|
|
$220,051
|
|
|
|
$103,947
|
|
Pacific Northwest Timber
|
—
|
|
|
1,483
|
|
|
262,534
|
|
|||
New Zealand Timber
|
11,665
|
|
|
21,376
|
|
|
—
|
|
|||
Total timberland acquisitions
|
|
$57,608
|
|
|
|
$242,910
|
|
|
|
$366,481
|
|
|
|
|
|
|
|
||||||
Total Gross Capital Expenditures
|
|
$119,933
|
|
|
|
$308,255
|
|
|
|
$425,204
|
|
|
|
|
|
|
(a)
|
Excludes timberland acquisitions presented separately in addition to spending on the Rayonier office building of $6.1 million and $6.3 million in the years 2017 and 2016, respectively, and real estate development investments of $9.5 million, $15.8 million and $8.7 million in the years 2018, 2017 and 2016, respectively.
|
|
Depreciation,
Depletion and Amortization
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Southern Timber
|
|
$58,609
|
|
|
|
$49,357
|
|
|
|
$49,747
|
|
Pacific Northwest Timber
|
32,779
|
|
|
32,008
|
|
|
25,246
|
|
|||
New Zealand Timber
|
28,007
|
|
|
27,499
|
|
|
23,447
|
|
|||
Real Estate (a)
|
23,566
|
|
|
36,343
|
|
|
52,304
|
|
|||
Corporate and other
|
1,160
|
|
|
794
|
|
|
402
|
|
|||
Total
|
|
$144,121
|
|
|
|
$146,001
|
|
|
|
$151,146
|
|
|
|
|
|
|
|
Non-Cash Cost of Land and Improved Development
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Real Estate (a)
|
23,553
|
|
|
23,498
|
|
|
33,862
|
|
|
|
|
|
|
|
Geographical Operating Information
|
||||||||||||||||||||||||||||||
|
Sales
|
|
Operating Income
|
|
Identifiable Assets
|
||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||||||||||
United States
|
|
$390,396
|
|
|
|
$419,402
|
|
|
|
$528,345
|
|
|
|
$83,357
|
|
|
|
$138,528
|
|
|
|
$220,703
|
|
|
|
$2,282,480
|
|
|
|
$2,331,230
|
|
New Zealand
|
425,742
|
|
|
400,194
|
|
|
287,570
|
|
|
86,711
|
|
|
76,963
|
|
|
35,074
|
|
|
498,186
|
|
|
527,251
|
|
||||||||
Total
|
|
$816,138
|
|
|
|
$819,596
|
|
|
|
$815,915
|
|
|
|
$170,068
|
|
|
|
$215,491
|
|
|
|
$255,777
|
|
|
|
$2,780,666
|
|
|
|
$2,858,481
|
|
5.
|
DEBT
|
|
2018
|
|
2017
|
||||
Term Credit Agreement due 2024 at a variable interest rate of 4.0% at December 31, 2018
|
|
$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 4.2% at December 31, 2018
|
300,000
|
|
|
300,000
|
|
||
Revolving Credit Facility due 2020 at a variable interest rate of 2.8% at December 31, 2017
|
—
|
|
|
50,000
|
|
||
New Zealand subsidiary noncontrolling interest shareholder loan at 0% interest rate
|
—
|
|
|
3,375
|
|
||
Total debt
|
975,000
|
|
|
1,028,375
|
|
||
Less: Current maturities of long-term debt
|
—
|
|
|
(3,375
|
)
|
||
Less: Deferred financing costs
|
(2,433
|
)
|
|
(2,996
|
)
|
||
Long-term debt, net of deferred financing costs
|
|
$972,567
|
|
|
|
$1,022,004
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
325,000
|
|
|
2023
|
—
|
|
|
Thereafter
|
650,000
|
|
|
Total debt
|
|
$975,000
|
|
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, 2017
|
|
$59,653
|
|
|
|
$21,144
|
|
|
|
$80,797
|
|
Plus: Current portion (a)
|
6,702
|
|
|
11,648
|
|
|
18,350
|
|
|||
Total Balance at December 31, 2017
|
66,355
|
|
|
32,792
|
|
|
99,147
|
|
|||
Non-cash cost of land and improved development
|
(2,193
|
)
|
|
(8,192
|
)
|
|
(10,385
|
)
|
|||
Timber depletion from harvesting activities and basis of timber sold in real estate sales
|
(2,450
|
)
|
|
—
|
|
|
(2,450
|
)
|
|||
Capitalized real estate development investments (b)
|
—
|
|
|
9,501
|
|
|
9,501
|
|
|||
Capital expenditures (silviculture)
|
254
|
|
|
—
|
|
|
254
|
|
|||
Intersegment transfers
|
1,467
|
|
|
—
|
|
|
1,467
|
|
|||
Other
|
(5
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|||
Total Balance at December 31, 2018
|
63,428
|
|
|
34,100
|
|
|
97,528
|
|
|||
Less: Current portion (a)
|
(4,239
|
)
|
|
(7,680
|
)
|
|
(11,919
|
)
|
|||
Non-current portion at December 31, 2018
|
|
$59,189
|
|
|
|
$26,420
|
|
|
|
$85,609
|
|
|
|
|
|
|
(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 $0.6 million of capitalized interest.
|
7.
|
NEW ZEALAND SUBSIDIARY
|
8.
|
COMMITMENTS
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Leases
|
|
$1,320
|
|
|
|
$1,992
|
|
|
|
$2,049
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Long-Term Leases and Deeds on Timberlands
|
|
$9,521
|
|
|
|
$10,731
|
|
|
|
$10,710
|
|
|
Operating
Leases
|
|
Timberland
Leases (a)
|
|
Commitments (b)
|
|
Total
|
||||||||
2019
|
|
$1,234
|
|
|
|
$8,775
|
|
|
|
$4,184
|
|
|
|
$14,193
|
|
2020
|
1,071
|
|
|
8,384
|
|
|
229
|
|
|
9,684
|
|
||||
2021
|
898
|
|
|
8,365
|
|
|
25
|
|
|
9,288
|
|
||||
2022
|
710
|
|
|
8,128
|
|
|
—
|
|
|
8,838
|
|
||||
2023
|
649
|
|
|
7,618
|
|
|
—
|
|
|
8,267
|
|
||||
Thereafter (c)
|
40
|
|
|
137,586
|
|
|
—
|
|
|
137,626
|
|
||||
|
|
$4,602
|
|
|
|
$178,856
|
|
|
|
$4,438
|
|
|
|
$187,896
|
|
|
|
|
|
|
(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 $1.4 million of pension contribution requirements in 2019 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, 2018, the New Zealand subsidiary has two 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
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
|
$2
|
|
|
|
$261
|
|
|
—
|
|
|
State
|
37
|
|
|
(38
|
)
|
|
(254
|
)
|
|||
Foreign
|
(1,914
|
)
|
|
(245
|
)
|
|
(241
|
)
|
|||
|
(1,875
|
)
|
|
(22
|
)
|
|
(495
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
3,803
|
|
|
13,028
|
|
|
5,403
|
|
|||
State
|
146
|
|
|
—
|
|
|
(280
|
)
|
|||
Foreign
|
(23,360
|
)
|
|
(21,659
|
)
|
|
(6,079
|
)
|
|||
|
(19,411
|
)
|
|
(8,631
|
)
|
|
(956
|
)
|
|||
Changes in valuation allowance
|
(3,950
|
)
|
|
(13,028
|
)
|
|
(3,613
|
)
|
|||
Total
|
|
($25,236
|
)
|
|
|
($21,681
|
)
|
|
|
($5,064
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
U.S. federal statutory income tax rate
|
|
|
($29,939
|
)
|
|
(21.0
|
)%
|
|
|
($64,141
|
)
|
|
(35.0
|
)%
|
|
|
($77,992
|
)
|
|
(35.0
|
)%
|
U.S. and foreign REIT income
|
|
32,949
|
|
|
23.1
|
|
|
63,813
|
|
|
34.8
|
|
|
82,037
|
|
|
36.8
|
|
|||
Matariki Group and Rayonier New Zealand Ltd
|
|
(23,166
|
)
|
|
(16.2
|
)
|
|
(19,182
|
)
|
|
(10.5
|
)
|
|
(4,799
|
)
|
|
(2.2
|
)
|
|||
Transition tax
|
|
—
|
|
|
—
|
|
|
(3,506
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance
|
|
(3,950
|
)
|
|
(2.8
|
)
|
|
(13,028
|
)
|
|
(7.1
|
)
|
|
(3,613
|
)
|
|
(1.6
|
)
|
|||
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
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign income tax withholding
|
|
(1,848
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
718
|
|
|
0.5
|
|
|
863
|
|
|
0.5
|
|
|
(697
|
)
|
|
(0.3
|
)
|
|||
Income tax (expense) benefit as reported for net income
|
|
|
($25,236
|
)
|
|
(17.7
|
)%
|
|
|
($21,681
|
)
|
|
(11.8
|
)%
|
|
|
($5,064
|
)
|
|
(2.3
|
)%
|
|
2018
|
|
2017
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Pension, postretirement and other employee benefits
|
|
$1,791
|
|
|
|
$1,017
|
|
New Zealand subsidiary
|
14,252
|
|
|
40,224
|
|
||
CBPC tax credit carry forwards
|
14,555
|
|
|
14,641
|
|
||
Capitalized real estate costs
|
7,386
|
|
|
7,058
|
|
||
U.S. TRS net operating loss
|
5,747
|
|
|
1,872
|
|
||
Land basis difference
|
11,282
|
|
|
11,090
|
|
||
Other
|
4,047
|
|
|
5,079
|
|
||
Total gross deferred tax assets
|
59,060
|
|
|
80,981
|
|
||
Less: Valuation allowance
|
(38,839
|
)
|
|
(34,889
|
)
|
||
Total deferred tax assets after valuation allowance
|
|
$20,221
|
|
|
|
$46,092
|
|
Gross deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation
|
(73
|
)
|
|
(35
|
)
|
||
New Zealand subsidiary
|
(66,430
|
)
|
|
(72,527
|
)
|
||
Timber installment sale
|
(4,823
|
)
|
|
(4,706
|
)
|
||
Other
|
(1,272
|
)
|
|
(1,270
|
)
|
||
Total gross deferred tax liabilities
|
(72,598
|
)
|
|
(78,538
|
)
|
||
Net deferred tax liability reported as noncurrent
|
|
($52,377
|
)
|
|
|
($32,446
|
)
|
|
Gross
Amount
|
|
Valuation
Allowance
|
|
Expiration
|
||||
2018
|
|
|
|
|
|
||||
New Zealand subsidiary NOL carryforwards
|
|
$31,052
|
|
|
—
|
|
|
None
|
|
U.S. net deferred tax asset
|
24,284
|
|
|
(24,284
|
)
|
|
None
|
||
Cellulosic Biofuel Producer Credit
|
14,555
|
|
|
(14,555
|
)
|
|
2019
|
||
Total Valuation Allowance
|
|
|
|
($38,839
|
)
|
|
|
||
2017
|
|
|
|
|
|
||||
New Zealand subsidiary 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
|
)
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||||
Balance at January 1,
|
—
|
|
|
|
$135
|
|
|
|
$135
|
|
Decreases related to prior year tax positions (a)
|
—
|
|
|
(135
|
)
|
|
—
|
|
||
Increases related to prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
||
Balance at December 31,
|
—
|
|
|
—
|
|
|
|
$135
|
|
|
|
|
|
(a)
|
Result of a lapse of the applicable statute of limitations.
|
Taxing Jurisdiction
|
Open Tax Years
|
U.S. Internal Revenue Service
|
2015 - 2017
|
New Zealand Inland Revenue
|
2013 - 2017
|
10.
|
CONTINGENCIES
|
11.
|
GUARANTEES
|
Financial Commitments
|
Maximum Potential
Payment
|
|
Carrying Amount
of Liability
|
||||
Standby letters of credit (a)
|
|
$10,176
|
|
|
—
|
|
|
Guarantees (b)
|
2,254
|
|
|
43
|
|
||
Surety bonds (c)
|
3,185
|
|
|
—
|
|
||
Total financial commitments
|
|
$15,615
|
|
|
|
$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 2019 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, 2018, 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. These surety bonds expire at various dates during 2019 and are expected to be renewed as required.
|
12.
|
EARNINGS PER COMMON SHARE
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income
|
|
$117,330
|
|
|
|
$161,579
|
|
|
|
$217,770
|
|
Less: Net income attributable to noncontrolling interest
|
(15,114
|
)
|
|
(12,737
|
)
|
|
(5,798
|
)
|
|||
Net income attributable to Rayonier Inc.
|
|
$102,216
|
|
|
|
$148,842
|
|
|
|
$211,972
|
|
|
|
|
|
|
|
||||||
Shares used for determining basic earnings per common share
|
129,043,627
|
|
|
127,367,608
|
|
|
122,585,200
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Stock options
|
71,276
|
|
|
91,956
|
|
|
92,473
|
|
|||
Performance and restricted shares
|
575,328
|
|
|
350,385
|
|
|
134,650
|
|
|||
Shares used for determining diluted earnings per common share
|
129,690,231
|
|
|
127,809,949
|
|
|
122,812,323
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share attributable to Rayonier Inc.:
|
|
$0.79
|
|
|
|
$1.17
|
|
|
|
$1.73
|
|
Diluted earnings per common share attributable to Rayonier Inc.:
|
|
$0.79
|
|
|
|
$1.16
|
|
|
|
$1.73
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Anti-dilutive shares excluded from computations of diluted earnings per share:
|
|
|
|
|
|
|||
Stock options, performance and restricted shares
|
254,282
|
|
|
596,061
|
|
|
829,469
|
|
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
|
|
2018
|
|
2017
|
|
2016
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign currency exchange contracts
|
Other comprehensive income (loss)
|
|
|
($4,357
|
)
|
|
|
$2,100
|
|
|
|
$867
|
|
Foreign currency option contracts
|
Other comprehensive income (loss)
|
|
(180
|
)
|
|
(52
|
)
|
|
1,035
|
|
|||
Interest rate swaps
|
Other comprehensive income (loss)
|
|
8,296
|
|
|
4,214
|
|
|
21,422
|
|
|||
|
|
|
|
|
|
|
|
||||||
Derivatives designated as a net investment hedge:
|
|
|
|
|
|
|
|
||||||
Foreign currency exchange contract
|
Other comprehensive income (loss)
|
|
(344
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency option contracts
|
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(4,606
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Foreign currency exchange contracts
|
Other operating income, net
|
|
—
|
|
|
—
|
|
|
895
|
|
|||
|
Interest income and miscellaneous income (expense), net
|
|
2,183
|
|
|
47
|
|
|
—
|
|
|||
Foreign currency option contracts
|
Other operating income, net
|
|
—
|
|
|
—
|
|
|
258
|
|
|||
Carbon options
|
Interest income and miscellaneous income (expense), net
|
|
(158
|
)
|
|
—
|
|
|
—
|
|
|||
Interest rate swaps
|
Interest income and miscellaneous income (expense), net
|
|
—
|
|
|
—
|
|
|
(1,219
|
)
|
|
Notional Amount
|
||||||
|
2018
|
|
2017
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$69,950
|
|
|
|
$107,400
|
|
Foreign currency option contracts
|
24,000
|
|
|
48,000
|
|
||
Interest rate swaps
|
650,000
|
|
|
650,000
|
|
||
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign currency exchange contracts
|
9,396
|
|
|
18,439
|
|
||
Carbon options (a)
|
2,517
|
|
|
—
|
|
|
|
|
|
|
(a)
|
Notional amount for carbon options is calculated as the number of units outstanding multiplied by the spot price as of December 31, 2018.
|
|
|
|
Fair Value Assets (Liabilities) (a)
|
||||||
|
Location on Balance Sheet
|
|
2018
|
|
2017
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
Other current assets
|
|
—
|
|
|
|
$2,286
|
|
|
|
Other assets
|
|
—
|
|
|
538
|
|
||
|
Other current liabilities
|
|
(1,569
|
)
|
|
(37
|
)
|
||
Foreign currency option contracts
|
Other current assets
|
|
217
|
|
|
389
|
|
||
|
Other assets
|
|
102
|
|
|
137
|
|
||
|
Other current liabilities
|
|
(106
|
)
|
|
(119
|
)
|
||
|
Other non-current liabilities
|
|
(68
|
)
|
|
(55
|
)
|
||
Interest rate swaps
|
Other assets
|
|
23,735
|
|
|
17,473
|
|
||
|
Other non-current liabilities
|
|
—
|
|
|
(2,033
|
)
|
||
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
Other current assets
|
|
152
|
|
|
209
|
|
||
|
Other current liabilities
|
|
(24
|
)
|
|
(189
|
)
|
||
Carbon options (a)
|
Other current liabilities
|
|
(322
|
)
|
|
—
|
|
||
|
|
|
|
|
|
||||
Total derivative contracts:
|
|
|
|
|
|
||||
Other current assets
|
|
|
$369
|
|
|
|
$2,884
|
|
|
Other assets
|
|
23,837
|
|
|
18,148
|
|
|||
Total derivative assets
|
|
|
$24,206
|
|
|
|
$21,032
|
|
|
|
|
|
|
|
|
||||
Other current liabilities
|
|
(2,021
|
)
|
|
(345
|
)
|
|||
Other non-current liabilities
|
|
(68
|
)
|
|
(2,088
|
)
|
|||
Total derivative liabilities
|
|
|
($2,089
|
)
|
|
|
($2,433
|
)
|
|
|
|
|
|
(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, 2018
|
|
December 31, 2017
|
||||||||||||||||||
Asset (liability) (a)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
|
|
Level 1
|
|
Level 2
|
||||||||||
Cash and cash equivalents
|
|
$148,374
|
|
|
|
$148,374
|
|
|
—
|
|
|
|
$112,653
|
|
|
|
$112,653
|
|
|
—
|
|
Restricted cash (b)
|
8,080
|
|
|
8,080
|
|
|
—
|
|
|
59,703
|
|
|
59,703
|
|
|
—
|
|
||||
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,375
|
)
|
|
—
|
|
|
(3,375
|
)
|
||||
Long-term debt (c)
|
(972,567
|
)
|
|
—
|
|
|
(975,845
|
)
|
|
(1,022,004
|
)
|
|
—
|
|
|
(1,030,135
|
)
|
||||
Interest rate swaps (d)
|
23,735
|
|
|
—
|
|
|
23,735
|
|
|
15,440
|
|
|
—
|
|
|
15,440
|
|
||||
Foreign currency exchange contracts (d)
|
(1,442
|
)
|
|
—
|
|
|
(1,442
|
)
|
|
2,807
|
|
|
—
|
|
|
2,807
|
|
||||
Foreign currency option contracts (d)
|
145
|
|
|
—
|
|
|
145
|
|
|
352
|
|
|
—
|
|
|
352
|
|
||||
Carbon options contracts (d)
|
(322
|
)
|
|
—
|
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(a)
|
The Company did not have Level 3 assets or liabilities at December 31, 2018 and 2017.
|
(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
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
|
$87,986
|
|
|
|
$81,752
|
|
|
|
$1,420
|
|
|
|
$1,285
|
|
Service cost
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
||||
Interest cost
|
3,021
|
|
|
3,259
|
|
|
38
|
|
|
53
|
|
||||
Actuarial (gain) loss
|
(8,160
|
)
|
|
6,123
|
|
|
(149
|
)
|
|
89
|
|
||||
Benefits paid
|
(3,288
|
)
|
|
(3,148
|
)
|
|
(13
|
)
|
|
(13
|
)
|
||||
Projected benefit obligation at end of year
|
|
$79,559
|
|
|
|
$87,986
|
|
|
|
$1,303
|
|
|
|
$1,420
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
|
$57,377
|
|
|
|
$51,114
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
(4,638
|
)
|
|
9,909
|
|
|
—
|
|
|
—
|
|
||
Employer contributions
|
2,829
|
|
|
90
|
|
|
13
|
|
|
13
|
|
||
Benefits paid
|
(4,002
|
)
|
|
(3,148
|
)
|
|
(13
|
)
|
|
(13
|
)
|
||
Other expense
|
(617
|
)
|
|
(588
|
)
|
|
—
|
|
|
—
|
|
||
Fair value of plan assets at end of year
|
|
$50,949
|
|
|
|
$57,377
|
|
|
—
|
|
|
—
|
|
Funded Status at End of Year:
|
|
|
|
|
|
|
|
||||||||
Net accrued benefit cost
|
|
($28,610
|
)
|
|
|
($30,609
|
)
|
|
|
($1,303
|
)
|
|
|
($1,420
|
)
|
Amounts Recognized in the Consolidated
|
|
|
|
|
|
|
|
||||||||
Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
($86
|
)
|
|
|
($92
|
)
|
|
|
($27
|
)
|
|
|
($32
|
)
|
Noncurrent liabilities
|
(28,524
|
)
|
|
(30,517
|
)
|
|
(1,276
|
)
|
|
(1,388
|
)
|
||||
Net amount recognized
|
|
($28,610
|
)
|
|
|
($30,609
|
)
|
|
|
($1,303
|
)
|
|
|
($1,420
|
)
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Net (losses) gains
|
|
($1,743
|
)
|
|
|
($583
|
)
|
|
|
$3,119
|
|
|
|
$149
|
|
|
|
($89
|
)
|
|
|
($99
|
)
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Amortization of losses (gains)
|
|
$673
|
|
|
|
$466
|
|
|
|
$2,526
|
|
|
|
$2
|
|
|
|
($1
|
)
|
|
|
($13
|
)
|
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net (losses) gains
|
|
($23,252
|
)
|
|
|
($22,183
|
)
|
|
|
($7
|
)
|
|
|
($157
|
)
|
Deferred income tax benefit
|
1,216
|
|
|
1,927
|
|
|
6
|
|
|
6
|
|
||||
AOCI
|
|
($22,036
|
)
|
|
|
($20,256
|
)
|
|
|
($1
|
)
|
|
|
($151
|
)
|
|
2018
|
|
2017
|
||||
Projected benefit obligation
|
|
$79,559
|
|
|
|
$87,986
|
|
Accumulated benefit obligation
|
79,559
|
|
|
87,986
|
|
||
Fair value of plan assets
|
50,949
|
|
|
57,377
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Components of Net Periodic Benefit (Credit) Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
—
|
|
|
—
|
|
|
|
$1,307
|
|
|
|
$7
|
|
|
|
$6
|
|
|
|
$4
|
|
||
Interest cost
|
3,021
|
|
|
3,259
|
|
|
3,474
|
|
|
38
|
|
|
53
|
|
|
42
|
|
||||||
Expected return on plan assets
|
(3,934
|
)
|
|
(3,781
|
)
|
|
(4,030
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of losses (gains)
|
673
|
|
|
466
|
|
|
2,526
|
|
|
2
|
|
|
(1
|
)
|
|
(13
|
)
|
||||||
Net periodic benefit (credit) cost
|
|
($240
|
)
|
|
|
($56
|
)
|
|
|
$3,277
|
|
|
|
$47
|
|
|
|
$58
|
|
|
|
$33
|
|
|
Pension
|
|
Postretirement
|
|||
Amortization of loss
|
|
$633
|
|
|
—
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.11
|
%
|
|
3.48
|
%
|
|
4.01
|
%
|
|
4.18
|
%
|
|
3.56
|
%
|
|
4.12
|
%
|
Rate of compensation increase
|
—
|
|
|
—
|
|
|
4.16
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Assumptions used to determine net periodic benefit cost for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.48
|
%
|
|
4.01
|
%
|
|
4.20
|
%
|
|
3.56
|
%
|
|
4.12
|
%
|
|
4.34
|
%
|
Expected long-term return on plan assets
|
7.17
|
%
|
|
7.17
|
%
|
|
7.70
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
—
|
|
|
—
|
|
|
4.16
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
Percentage of
Plan Assets
|
|
Target
Allocation
Range
|
||||
Asset Category
|
2018
|
|
2017
|
|
|||
Domestic equity securities
|
39
|
%
|
|
41
|
%
|
|
35-45%
|
International equity securities
|
28
|
%
|
|
26
|
%
|
|
20-30%
|
Domestic fixed income securities
|
26
|
%
|
|
26
|
%
|
|
25-29%
|
International fixed income securities
|
5
|
%
|
|
4
|
%
|
|
3-7%
|
Real estate fund
|
2
|
%
|
|
3
|
%
|
|
2-4%
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Fair Value at December 31, 2018
|
|
Fair Value at December 31, 2017
|
|||||||||||||||||||||||
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
|
|
|
Investments at Net Asset Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Separate Investment Accounts
|
|
|
|
|
|
|
|
|
50,949
|
|
|
|
|
|
|
|
|
|
|
48,391
|
|
|||||
Total Investments at Fair Value
|
|
|
|
|
|
|
|
|
|
$50,949
|
|
|
|
|
|
|
|
|
|
|
|
$57,377
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
2019
|
|
$3,512
|
|
|
|
$36
|
|
2020
|
3,717
|
|
|
38
|
|
||
2021
|
3,836
|
|
|
41
|
|
||
2022
|
4,035
|
|
|
44
|
|
||
2023
|
4,114
|
|
|
47
|
|
||
2024-2028
|
22,167
|
|
|
278
|
|
16.
|
INCENTIVE STOCK PLANS
|
|
2018
|
|
2017
|
|
2016
|
||||||
Selling and general expenses
|
|
$5,623
|
|
|
|
$4,784
|
|
|
|
$4,607
|
|
Cost of sales
|
704
|
|
|
556
|
|
|
487
|
|
|||
Timber and Timberlands, net (a)
|
101
|
|
|
56
|
|
|
42
|
|
|||
Total stock-based compensation
|
|
$6,428
|
|
|
|
$5,396
|
|
|
|
$5,136
|
|
|
|
|
|
|
|
||||||
Tax benefit recognized related to stock-based compensation expense (b)
|
|
$338
|
|
|
|
$249
|
|
|
|
$483
|
|
|
|
|
|
|
(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.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted shares granted
|
87,924
|
|
|
97,643
|
|
|
106,326
|
|
|||
Weighted average price of restricted shares granted
|
|
$35.44
|
|
|
|
$28.18
|
|
|
|
$25.08
|
|
Intrinsic value of restricted stock outstanding (a)
|
8,792
|
|
|
8,906
|
|
|
6,177
|
|
|||
Grant date fair value of restricted stock vested
|
1,582
|
|
|
1,198
|
|
|
2,248
|
|
|||
Cash used to purchase common shares from current and former employees to pay minimum withholding tax requirements on restricted shares vested
|
|
$334
|
|
|
|
$176
|
|
|
|
$178
|
|
|
|
|
|
|
(a)
|
Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2018.
|
|
2018
|
|||||
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Non-vested Restricted Shares at January 1,
|
281,569
|
|
|
|
$29.32
|
|
Granted
|
87,924
|
|
|
35.44
|
|
|
Vested
|
(49,780
|
)
|
|
31.78
|
|
|
Cancelled
|
(2,214
|
)
|
|
28.16
|
|
|
Non-vested Restricted Shares at December 31,
|
317,499
|
|
|
|
$30.64
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Common shares reserved for performance shares granted during year
|
213,154
|
|
|
226,448
|
|
|
250,584
|
|
|||
Weighted average fair value of performance share units granted
|
|
$40.27
|
|
|
|
$32.17
|
|
|
|
$28.79
|
|
Intrinsic value of outstanding performance share units (a)
|
9,229
|
|
|
10,414
|
|
|
7,482
|
|
|||
Fair value of performance shares vested
|
5,670
|
|
|
—
|
|
|
—
|
|
|||
Cash used to purchase common shares from current and former employees to pay minimum withholding tax requirements on performance shares vested
|
2,651
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(a)
|
Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2018.
|
|
2018
|
|||||
|
Number
of Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Outstanding Performance Share units at January 1,
|
329,239
|
|
|
|
$30.21
|
|
Granted
|
106,577
|
|
|
40.27
|
|
|
Units Distributed
|
(102,523
|
)
|
|
29.62
|
|
|
Other Cancellations/Adjustments
|
(11
|
)
|
|
30.24
|
|
|
Outstanding Performance Share units at December 31,
|
333,282
|
|
|
|
$33.60
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected volatility
|
20.8
|
%
|
|
23.3
|
%
|
|
25.4
|
%
|
Risk-free rate
|
2.4
|
%
|
|
1.5
|
%
|
|
0.9
|
%
|
|
2018
|
|||||||||||
|
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,
|
841,066
|
|
|
|
$30.13
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(322,913
|
)
|
|
26.61
|
|
|
|
|
|
|||
Cancelled or expired
|
(8,031
|
)
|
|
34.32
|
|
|
|
|
|
|||
Options outstanding at December 31,
|
510,122
|
|
|
32.29
|
|
|
3.6
|
|
|
$392
|
|
|
Options exercisable at December 31,
|
510,122
|
|
|
|
$32.29
|
|
|
3.6
|
|
|
$392
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Intrinsic value of options exercised (a)
|
|
$2,618
|
|
|
|
$1,993
|
|
|
|
$539
|
|
Fair value of options vested
|
6,832
|
|
|
6,138
|
|
|
1,317
|
|
|||
Cash received from exercise of options
|
8,591
|
|
|
4,751
|
|
|
1,576
|
|
|
|
|
|
|
(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, NET
|
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency (loss) income
|
|
$238
|
|
|
|
($394
|
)
|
|
|
$283
|
|
Gain (loss) on sale or disposal of property plant & equipment
|
7
|
|
|
(68
|
)
|
|
85
|
|
|||
Gain (loss) on foreign currency exchange and option contracts
|
132
|
|
|
3,438
|
|
|
(645
|
)
|
|||
Gain on foreign currency derivatives (a)
|
—
|
|
|
—
|
|
|
1,153
|
|
|||
Income from sale of unused Internet Protocol addresses
|
646
|
|
|
—
|
|
|
—
|
|
|||
Log trading marketing fees
|
286
|
|
|
1,222
|
|
|
951
|
|
|||
Income from New Zealand Timber settlement
|
—
|
|
|
420
|
|
|
—
|
|
|||
Deferred payments related to prior land sales
|
—
|
|
|
—
|
|
|
8,658
|
|
|||
Costs related to business combination
|
—
|
|
|
—
|
|
|
(1,316
|
)
|
|||
Miscellaneous expense, net
|
(169
|
)
|
|
(225
|
)
|
|
(83
|
)
|
|||
Total
|
|
$1,140
|
|
|
|
$4,393
|
|
|
|
$9,086
|
|
|
|
|
|
|
(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 subsidiary.
|
18.
|
INVENTORY
|
|
2018
|
|
2017
|
||||
Finished goods inventory
|
|
|
|
||||
Real estate inventory (a)
|
|
$11,919
|
|
|
|
$18,350
|
|
Log inventory
|
3,784
|
|
|
5,791
|
|
||
Total inventory
|
|
$15,703
|
|
|
|
$24,141
|
|
|
|
|
|
|
(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
|
|
2018
|
2017
|
||||
Restricted cash deposited with LKE intermediary
|
|
$7,530
|
|
|
$59,153
|
|
Restricted cash held in escrow
|
550
|
|
550
|
|
||
Total restricted cash shown in the Consolidated Balance Sheets
|
8,080
|
|
59,703
|
|
||
Cash and cash equivalents
|
148,374
|
|
112,653
|
|
||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows
|
|
$156,454
|
|
|
$172,356
|
|
20.
|
OTHER ASSETS
|
|
2018
|
|
2017
|
||||
Balance, January 1 (net of $0 of accumulated impairment)
|
|
$8,776
|
|
|
|
$8,679
|
|
Changes to carrying amount
|
|
|
|
||||
Acquisitions
|
—
|
|
|
—
|
|
||
Impairment
|
—
|
|
|
—
|
|
||
Foreign currency adjustment
|
(469
|
)
|
|
97
|
|
||
Balance, December 31 (net of $0 of accumulated impairment)
|
|
$8,307
|
|
|
|
$8,776
|
|
|
2018
|
|
2017
|
||||
Long-term and prepaid and secondary roads
|
|
|
|
||||
Pacific Northwest long-term prepaid roads
|
|
$4,000
|
|
|
|
$3,696
|
|
New Zealand long-term secondary roads
|
3,072
|
|
|
2,667
|
|
||
Total long-term prepaid and secondary roads
|
|
$7,072
|
|
|
|
$6,363
|
|
|
2018
|
|
2017
|
Deferred financing costs related to revolving debt
|
$213
|
|
$341
|
|
2018
|
|
2017
|
Capitalized software costs
|
$3,776
|
|
$4,092
|
21.
|
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, 2016
|
|
$8,559
|
|
|
|
$1,665
|
|
|
|
$10,831
|
|
|
|
($20,199
|
)
|
|
|
$856
|
|
Other comprehensive income/(loss) before reclassifications
|
7,416
|
|
|
—
|
|
|
7,321
|
|
|
(673
|
)
|
|
14,064
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
(1,968
|
)
|
|
465
|
|
|
(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
|
|
Other comprehensive (loss)/income before reclassifications
|
(16,985
|
)
|
|
(344
|
)
|
|
5,944
|
|
(a)
|
(1,594
|
)
|
|
(12,979
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
(36
|
)
|
(b)
|
(199
|
)
|
|||||
Net other comprehensive (loss)/income
|
(16,985
|
)
|
|
(344
|
)
|
|
5,781
|
|
|
(1,630
|
)
|
|
(13,178
|
)
|
|||||
Balance as of December 31, 2018
|
|
($1,010
|
)
|
|
|
$1,321
|
|
|
|
$21,965
|
|
|
|
($22,037
|
)
|
|
|
$239
|
|
|
|
|
|
(a)
|
Includes $8.3 million of other comprehensive gain related to interest rate swaps. See Note 13 — Derivative Financial Instruments and Hedging Activities for additional information.
|
(b)
|
This component of other comprehensive income is included in the computation of net periodic pension cost. See Note 15 — Employee Benefit Plans for additional information. Additionally, this component includes a $0.7 million adjustment related to the adoption of ASU 2018-02. See Note 1 — Summary of Significant Accounting Policies
|
Details about accumulated other comprehensive income (loss) components
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
Affected line item in the income statement
|
||||||
|
2018
|
|
2017
|
|
||||||
Realized (gain) loss on foreign currency exchange contracts
|
|
|
($121
|
)
|
|
|
($2,631
|
)
|
|
Other operating income, net
|
Realized (gain) loss on foreign currency option contracts
|
|
(173
|
)
|
|
(919
|
)
|
|
Other operating income, net
|
||
Noncontrolling interest
|
|
68
|
|
|
817
|
|
|
Comprehensive income (loss) attributable to noncontrolling interest
|
||
Income tax expense (benefit) from foreign currency contracts
|
|
63
|
|
|
765
|
|
|
Income tax expense benefit (Note 9)
|
||
Net (gain) loss on cash flow hedges reclassified from accumulated other comprehensive income
|
|
|
($163
|
)
|
|
|
($1,968
|
)
|
|
|
22.
|
QUARTERLY RESULTS FOR 2018 and 2017 (UNAUDITED)
|
|
Quarter Ended
|
|
Total Year
|
||||||||||||||||
(thousands of dollars, except per share amounts)
|
Mar. 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
|||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
|
$203,196
|
|
|
|
$245,906
|
|
|
|
$200,890
|
|
|
|
$166,146
|
|
|
|
$816,138
|
|
Cost of sales
|
(138,488
|
)
|
|
(184,418
|
)
|
|
(143,261
|
)
|
|
(139,092
|
)
|
|
(605,259
|
)
|
|||||
Net Income
|
42,706
|
|
|
39,338
|
|
|
30,639
|
|
|
4,647
|
|
|
117,330
|
|
|||||
Net Income attributable to Rayonier Inc.
|
40,539
|
|
|
36,258
|
|
|
23,432
|
|
|
1,987
|
|
|
102,216
|
|
|||||
Basic EPS attributable to Rayonier Inc.
|
|
$0.31
|
|
|
|
$0.28
|
|
|
|
$0.18
|
|
|
|
$0.02
|
|
|
|
$0.79
|
|
Diluted EPS attributable to Rayonier Inc.
|
|
$0.31
|
|
|
|
$0.28
|
|
|
|
$0.18
|
|
|
|
$0.02
|
|
|
|
$0.79
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
23.
|
CONSOLIDATING FINANCIAL STATEMENTS
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2018 |
||||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$816,138
|
|
|
—
|
|
|
|
$816,138
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
(605,259
|
)
|
|
—
|
|
|
(605,259
|
)
|
|||||
Selling and general expenses
|
—
|
|
|
(19,812
|
)
|
|
(22,139
|
)
|
|
—
|
|
|
(41,951
|
)
|
|||||
Other operating (expense) income, net
|
(12
|
)
|
|
543
|
|
|
609
|
|
|
—
|
|
|
1,140
|
|
|||||
|
(12
|
)
|
|
(19,269
|
)
|
|
(626,789
|
)
|
|
—
|
|
|
(646,070
|
)
|
|||||
OPERATING (LOSS) INCOME
|
(12
|
)
|
|
(19,269
|
)
|
|
189,349
|
|
|
—
|
|
|
170,068
|
|
|||||
Interest expense
|
(12,556
|
)
|
|
(19,155
|
)
|
|
(355
|
)
|
|
—
|
|
|
(32,066
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
6,648
|
|
|
3,863
|
|
|
(5,947
|
)
|
|
—
|
|
|
4,564
|
|
|||||
Equity in income from subsidiaries
|
108,136
|
|
|
144,916
|
|
|
—
|
|
|
(253,052
|
)
|
|
—
|
|
|||||
INCOME BEFORE INCOME TAXES
|
102,216
|
|
|
110,355
|
|
|
183,047
|
|
|
(253,052
|
)
|
|
142,566
|
|
|||||
Income tax expense
|
—
|
|
|
(2,219
|
)
|
|
(23,017
|
)
|
|
—
|
|
|
(25,236
|
)
|
|||||
NET INCOME
|
102,216
|
|
|
108,136
|
|
|
160,030
|
|
|
(253,052
|
)
|
|
117,330
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(15,114
|
)
|
|
—
|
|
|
(15,114
|
)
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
102,216
|
|
|
108,136
|
|
|
144,916
|
|
|
(253,052
|
)
|
|
102,216
|
|
|||||
OTHER COMPREHENSIVE (LOSS) INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment, net of income tax
|
(17,329
|
)
|
|
386
|
|
|
(23,145
|
)
|
|
17,329
|
|
|
(22,759
|
)
|
|||||
Cash flow hedges, net of income tax
|
5,782
|
|
|
8,296
|
|
|
(3,267
|
)
|
|
(5,782
|
)
|
|
5,029
|
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax
|
(1,630
|
)
|
|
(1,630
|
)
|
|
—
|
|
|
1,630
|
|
|
(1,630
|
)
|
|||||
Total other comprehensive (loss) income
|
(13,177
|
)
|
|
7,052
|
|
|
(26,412
|
)
|
|
13,177
|
|
|
(19,360
|
)
|
|||||
COMPREHENSIVE INCOME
|
89,039
|
|
|
115,188
|
|
|
133,618
|
|
|
(239,875
|
)
|
|
97,970
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(8,931
|
)
|
|
—
|
|
|
(8,931
|
)
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$89,039
|
|
|
|
$115,188
|
|
|
|
$124,687
|
|
|
|
($239,875
|
)
|
|
|
$89,039
|
|
|
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, net of income tax
|
7,416
|
|
|
—
|
|
|
9,114
|
|
|
(7,416
|
)
|
|
9,114
|
|
|||||
Cash flow hedges, net of income tax
|
5,353
|
|
|
4,214
|
|
|
1,479
|
|
|
(5,353
|
)
|
|
5,693
|
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax
|
(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, net of income tax
|
2,780
|
|
|
(4,606
|
)
|
|
10,930
|
|
|
(2,782
|
)
|
|
6,322
|
|
|||||
Cash flow hedges, net of income tax
|
22,607
|
|
|
21,422
|
|
|
1,401
|
|
|
(22,608
|
)
|
|
22,822
|
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax
|
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 BALANCE SHEETS
As of December 31, 2018 |
||||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$361
|
|
|
|
$104,777
|
|
|
|
$43,236
|
|
|
—
|
|
|
|
$148,374
|
|
|
Accounts receivable, less allowance for doubtful accounts
|
—
|
|
|
3,752
|
|
|
22,399
|
|
|
—
|
|
|
26,151
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
15,703
|
|
|
—
|
|
|
15,703
|
|
|||||
Prepaid logging roads
|
—
|
|
|
—
|
|
|
11,976
|
|
|
—
|
|
|
11,976
|
|
|||||
Prepaid expenses
|
—
|
|
|
977
|
|
|
4,063
|
|
|
—
|
|
|
5,040
|
|
|||||
Other current assets
|
—
|
|
|
108
|
|
|
501
|
|
|
—
|
|
|
609
|
|
|||||
Total current assets
|
361
|
|
|
109,614
|
|
|
97,878
|
|
|
—
|
|
|
207,853
|
|
|||||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
—
|
|
|
—
|
|
|
2,401,327
|
|
|
—
|
|
|
2,401,327
|
|
|||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
—
|
|
|
—
|
|
|
85,609
|
|
|
—
|
|
|
85,609
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
16,940
|
|
|
5,811
|
|
|
—
|
|
|
22,751
|
|
|||||
RESTRICTED CASH
|
—
|
|
|
—
|
|
|
8,080
|
|
|
—
|
|
|
8,080
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,833,899
|
|
|
3,022,875
|
|
|
—
|
|
|
(4,856,774
|
)
|
|
—
|
|
|||||
INTERCOMPANY RECEIVABLE
|
49,461
|
|
|
(638,424
|
)
|
|
588,963
|
|
|
—
|
|
|
—
|
|
|||||
OTHER ASSETS
|
2
|
|
|
19,244
|
|
|
35,800
|
|
|
—
|
|
|
55,046
|
|
|||||
TOTAL ASSETS
|
|
$1,883,723
|
|
|
|
$2,530,249
|
|
|
|
$3,223,468
|
|
|
|
($4,856,774
|
)
|
|
|
$2,780,666
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
—
|
|
|
|
$1,616
|
|
|
|
$16,403
|
|
|
—
|
|
|
|
$18,019
|
|
||
Accrued taxes
|
—
|
|
|
8
|
|
|
3,170
|
|
|
—
|
|
|
3,178
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
5,848
|
|
|
4,568
|
|
|
—
|
|
|
10,416
|
|
|||||
Accrued interest
|
3,047
|
|
|
1,960
|
|
|
—
|
|
|
—
|
|
|
5,007
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
10,447
|
|
|
—
|
|
|
10,447
|
|
|||||
Other current liabilities
|
—
|
|
|
216
|
|
|
16,258
|
|
|
—
|
|
|
16,474
|
|
|||||
Total current liabilities
|
3,047
|
|
|
9,648
|
|
|
50,846
|
|
|
—
|
|
|
63,541
|
|
|||||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS
|
323,803
|
|
|
648,764
|
|
|
—
|
|
|
—
|
|
|
972,567
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
30,484
|
|
|
(684
|
)
|
|
—
|
|
|
29,800
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
7,454
|
|
|
52,754
|
|
|
—
|
|
|
60,208
|
|
|||||
INTERCOMPANY PAYABLE
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,556,873
|
|
|
1,833,899
|
|
|
3,022,875
|
|
|
(4,856,774
|
)
|
|
1,556,873
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
97,677
|
|
|
—
|
|
|
97,677
|
|
|||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,556,873
|
|
|
1,833,899
|
|
|
3,120,552
|
|
|
(4,856,774
|
)
|
|
1,654,550
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$1,883,723
|
|
|
|
$2,530,249
|
|
|
|
$3,223,468
|
|
|
|
($4,856,774
|
)
|
|
|
$2,780,666
|
|
|
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 RECEIVABLES
|
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, NET OF DEFERRED FINANCING COSTS
|
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 STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2018 |
|||||||||||||||||
|
Rayonier Inc.
(Parent Issuer) |
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
|||||||||
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
|
$284,781
|
|
|
|
$182,057
|
|
|
|
($156,742
|
)
|
|
—
|
|
|
|
$310,096
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
—
|
|
|
(59
|
)
|
|
(62,266
|
)
|
|
—
|
|
|
(62,325
|
)
|
||||
Real estate development investments
|
—
|
|
|
—
|
|
|
(9,501
|
)
|
|
—
|
|
|
(9,501
|
)
|
||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(57,608
|
)
|
|
—
|
|
|
(57,608
|
)
|
||||
Investment in subsidiaries
|
—
|
|
|
6,128
|
|
|
—
|
|
|
(6,128
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(3,421
|
)
|
|
—
|
|
|
(3,421
|
)
|
||||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
—
|
|
|
6,069
|
|
|
(132,796
|
)
|
|
(6,128
|
)
|
|
(132,855
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Issuance of debt
|
—
|
|
|
—
|
|
|
1,014
|
|
|
—
|
|
|
1,014
|
|
||||
Repayment of debt
|
—
|
|
|
(50,000
|
)
|
|
(4,416
|
)
|
|
—
|
|
|
(54,416
|
)
|
||||
Dividends paid
|
(136,698
|
)
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(136,772
|
)
|
||||
Proceeds from the issuance of common shares under incentive stock plan
|
8,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,591
|
|
||||
Repurchase of common shares
|
(2,984
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,984
|
)
|
||||
Proceeds from shareholder distribution hedge
|
—
|
|
|
—
|
|
|
2,025
|
|
|
—
|
|
|
2,025
|
|
||||
Distribution to minority shareholder
|
—
|
|
|
—
|
|
|
(11,172
|
)
|
|
—
|
|
|
(11,172
|
)
|
||||
Issuance of intercompany notes
|
299,715
|
|
|
18,961
|
|
|
(318,676
|
)
|
|
—
|
|
|
—
|
|
||||
Intercompany distributions
|
(501,608
|
)
|
|
(77,278
|
)
|
|
572,758
|
|
|
6,128
|
|
|
—
|
|
||||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(332,984
|
)
|
|
(108,391
|
)
|
|
241,533
|
|
|
6,128
|
|
|
(193,714
|
)
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
571
|
|
|
—
|
|
|
571
|
|
||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash, cash equivalents and restricted cash
|
(48,203
|
)
|
|
79,735
|
|
|
(47,434
|
)
|
|
—
|
|
|
(15,902
|
)
|
||||
Balance, beginning of year
|
48,564
|
|
|
25,042
|
|
|
98,750
|
|
|
—
|
|
|
172,356
|
|
||||
Balance, end of year
|
|
$361
|
|
|
|
$104,777
|
|
|
|
$51,316
|
|
|
—
|
|
|
|
$156,454
|
|
|
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 disposition of timberlands
|
—
|
|
|
—
|
|
|
95,243
|
|
|
—
|
|
|
95,243
|
|
||||
Rayonier office building under construction
|
—
|
|
|
—
|
|
|
(6,084
|
)
|
|
—
|
|
|
(6,084
|
)
|
||||
Investment in subsidiaries
|
—
|
|
|
38,546
|
|
|
—
|
|
|
(38,546
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(373
|
)
|
|
—
|
|
|
(373
|
)
|
||||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
—
|
|
|
38,546
|
|
|
(235,253
|
)
|
|
(38,546
|
)
|
|
(235,253
|
)
|
||||
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 under incentive stock plan
|
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, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash, cash equivalents and restricted cash
|
27,111
|
|
|
15,581
|
|
|
(27,953
|
)
|
|
—
|
|
|
14,739
|
|
||||
Balance, beginning of year
|
21,453
|
|
|
9,461
|
|
|
126,703
|
|
|
—
|
|
|
157,617
|
|
||||
Balance, end of year
|
|
$48,564
|
|
|
|
$25,042
|
|
|
|
$98,750
|
|
|
—
|
|
|
|
$172,356
|
|
|
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 of timberlands
|
—
|
|
|
—
|
|
|
203,862
|
|
|
—
|
|
|
203,862
|
|
||||
Rayonier office building under construction
|
—
|
|
|
—
|
|
|
(6,307
|
)
|
|
—
|
|
|
(6,307
|
)
|
||||
Investment in subsidiaries
|
—
|
|
|
(293,820
|
)
|
|
—
|
|
|
293,820
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
2,311
|
|
|
—
|
|
|
2,311
|
|
||||
CASH USED FOR INVESTING ACTIVITIES
|
—
|
|
|
(293,820
|
)
|
|
(234,971
|
)
|
|
293,820
|
|
|
(234,971
|
)
|
||||
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 under incentive stock plan
|
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
|
—
|
|
|
—
|
|
|
(938
|
)
|
|
—
|
|
|
(938
|
)
|
||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash, cash equivalents and restricted cash
|
18,981
|
|
|
(3,756
|
)
|
|
67,090
|
|
|
—
|
|
|
82,315
|
|
||||
Balance, beginning of year
|
2,472
|
|
|
13,217
|
|
|
59,613
|
|
|
—
|
|
|
75,302
|
|
||||
Balance, end of year
|
|
$21,453
|
|
|
|
$9,461
|
|
|
|
$126,703
|
|
|
—
|
|
|
|
$157,617
|
|
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 50 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, 2018
|
|
$23
|
|
|
—
|
|
|
|
($15
|
)
|
|
|
$8
|
|
|
Year ended December 31, 2017
|
33
|
|
|
—
|
|
|
(10
|
)
|
|
23
|
|
||||
Year ended December 31, 2016
|
42
|
|
|
—
|
|
|
(9
|
)
|
|
33
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Deferred tax asset valuation allowance:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2018
|
|
$34,889
|
|
|
|
$3,950
|
|
(a)
|
—
|
|
|
|
$38,839
|
|
|
Year ended December 31, 2017
|
21,861
|
|
|
13,028
|
|
(a)
|
—
|
|
|
34,889
|
|
||||
Year ended December 31, 2016
|
18,248
|
|
|
3,613
|
|
(a)
|
—
|
|
|
21,861
|
|
|
|
|
|
|
(a)
|
The 2018, 2017 and 2016 increase is comprised of valuation allowance against the TRS deferred tax assets.
|
(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
|
|
10.32
|
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s May 2, 2016 Form 8-K
|
|
|
|
|
|
10.33
|
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s September 30, 2016 Form 10-Q
|
|
|
|
|
|
10.34
|
|
Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2017 Form 10-K
|
|
|
|
|
|
21
|
|
Filed herewith
|
|
|
|
|
|
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, 2018, formatted in Extensible Business Reporting Language (“XBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016; (ii) the Consolidated Balance Sheets as of December 31, 2018 and 2017; (iii) the Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2018, 2017 and 2016; (iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016; 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 22, 2019
|
David L. Nunes
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ MARK MCHUGH
|
|
Senior Vice President and Chief Financial Officer
|
|
February 22, 2019
|
Mark McHugh
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ APRIL TICE
|
|
Director, Financial Services and Corporate Controller
|
|
February 22, 2019
|
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 22, 2019
|
|
Mark R. Bridwell
Attorney-In-Fact
|
|
|
|
|
1.
|
The Adoption Agreement is amended to read:
|
2.
|
The Participating Employer Page has been modified to update the address for all 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 Employer. If there is more than one Participating Employer, each one should execute a separate Participating Employer Adoption
|
¨
|
New plan. The Participating Employer is adopting this Plan as a new Plan effective. [Note: Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.]
|
x
|
Restated plan. The Participating Employer is adopting this Plan as a restatement of a prior plan.
|
(a)
|
Name of plan(s) being restated: Rayonier Investment and Savings Plan for Salaried Employees
|
(b)
|
This restatement is effective 4-1-2015 [Note: Date can be no earlier than January 1, 2007.]
|
(c)
|
The original effective date of the plan(s) being restated is: 3-1-1994
|
¨
|
Cessation of participation. The Participating Employer is ceasing its participation in the Plan effective as of:
|
¨
|
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.]
|
¨
|
(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.
|
¨
|
(b) Modification of Adoption Agreement elections. Section(s) of the Agreement are being modified for this Participating Employer. The modified provisions are effective . [Note: Attach a description of the modifications to this Participating Employer Adoption Page.]
|
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 Employer. If there is more than one Participating Employer, each one should execute a separate Participating Employer Adoption
|
x
|
New plan. The Participating Employer is adopting this Plan as a new Plan effective 10-1-2017 . [Note: Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.]
|
¨
|
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: Date can be no earlier than January 1, 2007.]
|
(c)
|
The original effective date of the plan(s) being restated is:
|
¨
|
Cessation of participation. The Participating Employer is ceasing its participation in the Plan effective as of:
|
¨
|
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.]
|
¨
|
(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.
|
¨
|
(b) Modification of Adoption Agreement elections. Section(s) of the Agreement are being modified for this Participating Employer. The modified provisions are effective . [Note: Attach a description of the modifications to this Participating Employer Adoption Page.]
|
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 Employer. If there is more than one Participating Employer, each one should execute a separate Participating Employer Adoption
|
x
|
New plan. The Participating Employer is adopting this Plan as a new Plan effective 10-1-2017 . [Note: Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.]
|
¨
|
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: Date can be no earlier than January 1, 2007.]
|
(c)
|
The original effective date of the plan(s) being restated is:
|
¨
|
Cessation of participation. The Participating Employer is ceasing its participation in the Plan effective as of:
|
¨
|
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.]
|
¨
|
(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.
|
¨
|
(b) Modification of Adoption Agreement elections. Section(s) of the Agreement are being modified for this Participating Employer. The modified provisions are effective . [Note: Attach a description of the modifications to this Participating Employer Adoption Page.]
|
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 Employer. If there is more than one Participating Employer, each one should execute a separate Participating Employer Adoption
|
x
|
New plan. The Participating Employer is adopting this Plan as a new Plan effective 10-1-2017 . [Note: Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.]
|
¨
|
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: Date can be no earlier than January 1, 2007.]
|
(c)
|
The original effective date of the plan(s) being restated is:
|
¨
|
Cessation of participation. The Participating Employer is ceasing its participation in the Plan effective as of:
|
¨
|
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.]
|
¨
|
(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.
|
¨
|
(b) Modification of Adoption Agreement elections. Section(s) of the Agreement are being modified for this Participating Employer. The modified provisions are effective . [Note: Attach a description of the modifications to this Participating Employer Adoption Page.]
|
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 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 1-1-2018. [Note: Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.]
|
¨
|
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: Date can be no earlier than January 1, 2007.]
|
(c)
|
The original effective date of the plan(s) being restated is:
|
¨
|
Cessation of participation. The Participating Employer is ceasing its participation in the Plan effective as of:
|
¨
|
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.]
|
¨
|
(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.
|
¨
|
(b) Modification of Adoption Agreement elections. Section(s) of the Agreement are being modified for this Participating Employer. The modified provisions are effective . [Note: Attach a description of the modifications to this Participating Employer Adoption Page.]
|
¨
|
(a) The adoption of a new plan, effective [insert Effective Date of Plan]. [Note: Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.]
|
¨
|
(b) The restatement of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.
|
(1)
|
Effective date of restatement:. [Note: Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance.]
|
(2)
|
Name of plan(s) being restated:
|
(3)
|
The original effective date of the plan(s) being restated:
|
x
|
(c) An amendment or restatement of the Plan (other than to comply with PPA). If this Plan is being amended, a Snap-On a amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be
|
(1)
|
Effective Date(s) of amendment/restatement: 11-1-2018
|
(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 1-1 and the Participating Employer Adoption Pages to change the Employer Address.
|
1.
|
Purpose
|
2.
|
Definitions
|
3.
|
Shares Subject to the Plan
|
5.
|
Stock Options and Rights
|
6.
|
Performance Shares
|
7.
|
Restricted Stock
|
8.
|
Certificates for Awards of Stock
|
9.
|
Change in Control
|
(i)
|
subject to the conditions contained in the final paragraph of this definition, the filing of a report on Schedule 13D with the Securities and Exchange Commission pursuant to Section 13(d) of the Act disclosing that any person, other than the Company or any employee benefit plan sponsored by the Company, is the beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly or indirectly, of securities representing 50 percent or more of the total voting power represented by the Company’s then outstanding Voting Securities (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire Voting Securities); or
|
(ii)
|
the purchase by any person, other than the Company or any employee benefit plan sponsored by the Company, of shares pursuant to a tender offer or exchange offer to acquire any Voting Securities of the Company (or securities convertible into such Voting Securities) for cash, securities, or any other consideration, provided that after consummation of the offer, the person in question is the beneficial owner, directly or indirectly, of securities representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding Voting Securities (all as calculated under clause (i)); or
|
(iii)
|
the approval by the shareholders of the Company, and the subsequent occurrence, of (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation (other than a merger of the Company in which holders of Common Shares of the Company immediately prior to the merger have the same proportionate ownership of Common Shares of the surviving corporation immediately after the merger as immediately before), or pursuant to which Common
|
(iv)
|
a change in the composition of the Board of the Company at any time during any consecutive 24-month period such that “continuing directors” cease for any reason to constitute at least a 70 percent majority of the Board.
|
10.
|
Beneficiary
|
12.
|
Amendment, Extension or Termination
|
13.
|
Adjustments in Event of Change in Common Stock and Change in Control
|
14.
|
Forfeiture of Gains on Exercise
|
15.
|
Conditions Subsequent
|
16.
|
Clawback Policy
|
17.
|
Miscellaneous
|
19.
|
Effective Date, Term of Plan and Shareholder Approval
|
Name of Subsidiary
|
|
State/Country of
Incorporation/Organization
|
Matariki Forests
|
|
New Zealand
|
Matariki Forestry Group
|
|
New Zealand
|
Rayonier Forest Resources, L.P.
|
|
Delaware
|
Rayonier Atlantic Timber Company
|
|
Delaware
|
Rayonier Washington Timber Company
|
|
Delaware
|
Rayonier Gulf Timberlands, LLC
|
|
Delaware
|
Rayonier Louisiana Timberlands, LLC
|
|
Delaware
|
Rayonier Mississippi Timberlands Company
|
|
Delaware
|
Rayonier Operating Company LLC
|
|
Delaware
|
Rayonier TRS Operating Company
|
|
Delaware
|
Rayonier TRS Forest Operations, LLC
|
|
Delaware
|
Rayonier TRS Holdings Inc.
|
|
Delaware
|
Raydient LLC
|
|
Delaware
|
1)
|
Registration Statement (Form S-3 No. 333–225530),
|
2)
|
Registration Statement (Form S-4 Amendment No. 1 to No. 333–114858),
|
3)
|
Registration Statement (Form S-8 No. 333–129175) pertaining to the Rayonier 1994 Incentive Stock Plan,
|
4)
|
Registration Statement (Form S-8 No. 333–129176) pertaining to the 2004 Rayonier Incentive Stock and Management Bonus Plan, and
|
5)
|
Registration Statement (Form S-8 Amendment No. 2 to No. 333–152505) pertaining to the Rayonier Investment and Savings Plan for Salaried Employees;
|
/s/ Ernst & Young LLP
|
Jacksonville, FL
|
February 22, 2019
|
Dated:
|
February 22, 2019
|
|
|
/s/ RICHARD D. KINCAID
|
|
|
|
|
Richard D. Kincaid
|
Dated:
|
February 22, 2019
|
|
|
/s/ KEITH E. BASS
|
|
|
|
|
Keith E. Bass
|
Dated:
|
February 22, 2019
|
|
|
/s/ DOD A. FRASER
|
|
|
|
|
Dod A. Fraser
|
Dated:
|
February 22, 2019
|
|
|
/s/ SCOTT R. JONES
|
|
|
|
|
Scott R. Jones
|
Dated:
|
February 22, 2019
|
|
|
/s/ BERNARD LANIGAN, JR.
|
|
|
|
|
Bernard Lanigan, Jr.
|
Dated:
|
February 22, 2019
|
|
|
/s/ BLANCHE L. LINCOLN
|
|
|
|
|
Blanche L. Lincoln
|
Dated:
|
February 22, 2019
|
|
|
/s/ V. LARKIN MARTIN
|
|
|
|
|
V. Larkin Martin
|
Dated:
|
February 22, 2019
|
|
|
/s/ ANDREW G. WILTSHIRE
|
|
|
|
|
Andrew G. Wiltshire
|
1.
|
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/S/ DAVID L. NUNES
|
|
David L. Nunes
President and Chief Executive Officer, Rayonier Inc.
|
1.
|
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ MARK MCHUGH
|
|
Mark McHugh
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
|
1.
|
The Annual Report on Form 10-K of Rayonier Inc. (the “Company”) for the period ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ DAVID L. NUNES
|
|
/s/ MARK MCHUGH
|
David L. Nunes
|
|
Mark McHugh
|
President and Chief Executive Officer,
Rayonier Inc.
|
|
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
|
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.
|