Consolidating Financial Statements | CONSOLIDATING FINANCIAL STATEMENTS The condensed consolidating financial information below follows the same accounting policies as described in the consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interests in wholly-owned subsidiaries, which are eliminated upon consolidation, and the allocation of certain expenses of Rayonier Inc. incurred for the benefit of its subsidiaries. In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022. In connection with these notes, the Company provides the following condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered . The subsidiary guarantors, Rayonier Operating Company LLC (“ROC”) and Rayonier TRS Holdings Inc., are wholly-owned by the Parent Company, Rayonier Inc. The notes are fully and unconditionally guaranteed on a joint and several basis by the guarantor subsidiaries. CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $544,874 — $544,874 Costs and Expenses Cost of sales — — 441,099 — 441,099 Selling and general expenses — 20,468 25,282 — 45,750 Other operating income, net — (404 ) (19,355 ) — (19,759 ) — 20,064 447,026 — 467,090 OPERATING (LOSS) INCOME — (20,064 ) 97,848 — 77,784 Interest expense (12,703 ) (9,135 ) (9,861 ) — (31,699 ) Interest and miscellaneous income (expense), net 7,789 2,612 (13,404 ) — (3,003 ) Equity in income from subsidiaries 51,079 75,532 — (126,611 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 46,165 48,945 74,583 (126,611 ) 43,082 Income tax benefit (expense) — 2,134 (1,275 ) — 859 NET INCOME 46,165 51,079 73,308 (126,611 ) 43,941 Less: Net loss attributable to noncontrolling interest — — (2,224 ) — (2,224 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 46,165 51,079 75,532 (126,611 ) 46,165 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment (21,567 ) 7,922 (40,373 ) 21,567 (32,451 ) New Zealand joint venture cash flow hedges (10,042 ) (10,195 ) 234 10,042 (9,961 ) Actuarial change and amortization of pension and postretirement plan liabilities 2,933 2,933 — (2,933 ) 2,933 Total other comprehensive (loss) income (28,676 ) 660 (40,139 ) 28,676 (39,479 ) COMPREHENSIVE INCOME 17,489 51,739 33,169 (97,935 ) 4,462 Less: Comprehensive loss attributable to noncontrolling interest — — (13,027 ) — (13,027 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $17,489 $51,739 $46,196 ($97,935 ) $17,489 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $603,521 — $603,521 Costs and Expenses Cost of sales — — 483,860 — 483,860 Selling and general expenses — 14,578 33,305 — 47,883 Other operating expense (income), net — 3,275 (29,786 ) — (26,511 ) — 17,853 487,379 — 505,232 OPERATING (LOSS) INCOME — (17,853 ) 116,142 — 98,289 Interest expense (13,247 ) (23,571 ) (7,430 ) — (44,248 ) Interest and miscellaneous income (expense), net 9,186 (3,100 ) (15,285 ) — (9,199 ) Equity in income from subsidiaries 103,398 138,719 — (242,117 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 99,337 94,195 93,427 (242,117 ) 44,842 Income tax benefit — 9,203 398 — 9,601 INCOME FROM CONTINUING OPERATIONS 99,337 103,398 93,825 (242,117 ) 54,443 DISCONTINUED OPERATIONS, NET Income from discontinued operations, net of income tax — — 43,403 — 43,403 NET INCOME 99,337 103,398 137,228 (242,117 ) 97,846 Less: Net loss attributable to noncontrolling interest — — (1,491 ) — (1,491 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 99,337 103,398 138,719 (242,117 ) 99,337 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment (11,525 ) (11,527 ) (15,847 ) 23,052 (15,847 ) New Zealand joint venture cash flow hedges (1,206 ) (1,206 ) (1,855 ) 2,412 (1,855 ) Actuarial change and amortization of pension and postretirement plan liabilities 54,046 54,046 88,174 (142,220 ) 54,046 Total other comprehensive income 41,315 41,313 70,472 (116,756 ) 36,344 COMPREHENSIVE INCOME 140,652 144,711 207,700 (358,873 ) 134,190 Less: Comprehensive loss attributable to noncontrolling interest — — (6,462 ) — (6,462 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $140,652 $144,711 $214,162 ($358,873 ) $140,652 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $659,718 — $659,718 Costs and Expenses Cost of sales — — 530,772 — 530,772 Selling and general expenses — 9,821 45,612 — 55,433 Other operating (income) expense, net (1,701 ) 4,730 (21,516 ) — (18,487 ) (1,701 ) 14,551 554,868 — 567,718 Equity in income of New Zealand joint venture — — 562 — 562 OPERATING INCOME (LOSS) BEFORE GAIN RELATED TO CONSOLIDATION OF NEW ZEALAND JOINT VENTURE 1,701 (14,551 ) 105,412 — 92,562 Gain related to consolidation of New Zealand joint venture — — 16,098 — 16,098 OPERATING INCOME (LOSS) 1,701 (14,551 ) 121,510 — 108,660 Interest expense (13,088 ) (28,430 ) 577 — (40,941 ) Interest and miscellaneous income (expense), net 9,828 (4,297 ) (3,092 ) — 2,439 Equity in income from subsidiaries 373,455 407,722 — (781,177 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 371,896 360,444 118,995 (781,177 ) 70,158 Income tax benefit — 13,011 22,674 — 35,685 INCOME FROM CONTINUING OPERATIONS 371,896 373,455 141,669 (781,177 ) 105,843 DISCONTINUED OPERATIONS, NET Income from discontinued operations, net of income tax — — 267,955 — 267,955 NET INCOME 371,896 373,455 409,624 (781,177 ) 373,798 Less: Net income attributable to noncontrolling interest — — 1,902 — 1,902 NET INCOME ATTRIBUTABLE TO RAYONIER INC. 371,896 373,455 407,722 (781,177 ) 371,896 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment (1,915 ) (1,915 ) (5,710 ) 3,830 (5,710 ) New Zealand joint venture cash flow hedges 3,286 3,286 3,629 (6,572 ) 3,629 Actuarial change and amortization of pension and postretirement plan liabilities 61,869 61,869 20,589 (82,458 ) 61,869 Total other comprehensive income 63,240 63,240 18,508 (85,200 ) 59,788 COMPREHENSIVE INCOME 435,136 436,695 428,132 (866,377 ) 433,586 Less: Comprehensive loss attributable to noncontrolling interest — — (1,550 ) — (1,550 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $435,136 $436,695 $429,682 ($866,377 ) $435,136 CONDENSED CONSOLIDATING BALANCE SHEETS Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $2,472 $13,217 $36,088 — $51,777 Accounts receivable, less allowance for doubtful accounts — 1,870 18,352 — 20,222 Inventory — — 15,351 — 15,351 Prepaid logging roads — — 10,563 — 10,563 Prepaid expenses — 443 1,648 — 2,091 Other current assets — 4,876 805 — 5,681 Total current assets 2,472 20,406 82,807 — 105,685 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,066,780 — 2,066,780 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT COSTS — — 65,450 — 65,450 NET PROPERTY, PLANT AND EQUIPMENT — 330 6,412 — 6,742 INVESTMENT IN SUBSIDIARIES 1,321,681 2,212,405 — (3,534,086 ) — INTERCOMPANY RECEIVABLE 34,567 (610,450 ) 575,883 — — OTHER ASSETS 2,305 19,741 52,560 — 74,606 TOTAL ASSETS $1,361,025 $1,642,432 $2,849,892 ($3,534,086 ) $2,319,263 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $609 $1,463 $19,407 — $21,479 Accrued taxes — (10 ) 3,695 — 3,685 Accrued payroll and benefits — 3,594 3,443 — 7,037 Accrued interest 3,047 666 2,440 — 6,153 Other current liabilities — 262 20,841 — 21,103 Total current liabilities 3,656 5,975 49,826 — 59,457 LONG-TERM DEBT 325,000 282,000 226,879 — 833,879 PENSION AND OTHER POSTRETIREMENT BENEFITS — 34,822 (685 ) — 34,137 OTHER NON-CURRENT LIABILITIES — 16,914 13,136 — 30,050 INTERCOMPANY PAYABLE (255,715 ) (18,960 ) 274,675 — — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,288,084 1,321,681 2,212,405 (3,534,086 ) 1,288,084 Noncontrolling interest — — 73,656 — 73,656 TOTAL SHAREHOLDERS’ EQUITY 1,288,084 1,321,681 2,286,061 (3,534,086 ) 1,361,740 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,361,025 $1,642,432 $2,849,892 ($3,534,086 ) $2,319,263 CONDENSED CONSOLIDATING BALANCE SHEETS Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $102,218 $8,105 $51,235 — $161,558 Accounts receivable, less allowance for doubtful accounts — 1,409 22,609 — 24,018 Inventory — — 8,383 — 8,383 Prepaid logging roads — — 12,665 — 12,665 Prepaid expenses — 1,926 3,123 — 5,049 Other current assets — 83 1,948 — 2,031 Total current assets 102,218 11,523 99,963 — 213,704 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,088,501 — 2,088,501 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT COSTS — — 77,433 — 77,433 NET PROPERTY, PLANT AND EQUIPMENT — 433 6,273 — 6,706 INVESTMENT IN SUBSIDIARIES 1,463,303 2,053,911 — (3,517,214 ) — INTERCOMPANY RECEIVABLES 248,233 21,500 — (269,733 ) — OTHER ASSETS 2,763 18,369 45,639 — 66,771 TOTAL ASSETS $1,816,517 $2,105,736 $2,317,809 ($3,786,947 ) $2,453,115 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $2,810 $17,401 — $20,211 Current maturities of long-term debt — 129,706 — — 129,706 Accrued taxes — 11 11,394 — 11,405 Accrued payroll and benefits — 3,253 3,137 — 6,390 Accrued interest 3,047 2,517 31,281 (28,412 ) 8,433 Other current liabilities — 1,073 24,784 — 25,857 Total current liabilities 3,047 139,370 87,997 (28,412 ) 202,002 LONG-TERM DEBT 325,000 31,000 265,849 — 621,849 PENSION AND OTHER POSTRETIREMENT BENEFITS — 34,161 (684 ) — 33,477 OTHER NON-CURRENT LIABILITIES — 6,436 14,200 — 20,636 INTERCOMPANY PAYABLE — 431,466 (153,754 ) (277,712 ) — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,488,470 1,463,303 2,017,520 (3,480,823 ) 1,488,470 Noncontrolling interest — — 86,681 — 86,681 TOTAL SHAREHOLDERS’ EQUITY 1,488,470 1,463,303 2,104,201 (3,480,823 ) 1,575,151 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,816,517 $2,105,736 $2,317,809 ($3,786,947 ) $2,453,115 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES ($4,890 ) ($21,421 ) $203,475 — $177,164 INVESTING ACTIVITIES Capital expenditures — (78 ) (57,215 ) — (57,293 ) Real estate development investments — — (2,676 ) — (2,676 ) Strategic purchase of timberlands and other — — (98,409 ) — (98,409 ) Proceeds from settlement of foreign currency hedge — — 2,804 — 2,804 Change in restricted cash — — (16,836 ) — (16,836 ) Investment in subsidiaries — 126,242 — (126,242 ) — Other — — 6,101 — 6,101 CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — 126,164 (166,231 ) (126,242 ) (166,309 ) FINANCING ACTIVITIES Issuance of debt 61,000 353,000 58,558 — 472,558 Repayment of debt (61,000 ) (232,973 ) (70,429 ) — (364,402 ) Dividends paid (124,936 ) — — — (124,936 ) Proceeds from the issuance of common shares 2,117 — — — 2,117 Proceeds from repurchase of common shares (100,000 ) — — — (100,000 ) Debt issuance costs — (1,678 ) — — (1,678 ) Issuance of intercompany notes (35,500 ) — 35,500 — — Intercompany distributions 163,585 (217,980 ) (71,847 ) 126,242 — Other (122 ) — — — (122 ) CASH USED FOR FINANCING ACTIVITIES (94,856 ) (99,631 ) (48,218 ) 126,242 (116,463 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (4,173 ) — (4,173 ) CASH AND CASH EQUIVALENTS Change in cash and cash equivalents (99,746 ) 5,112 (15,147 ) — (109,781 ) Balance, beginning of year 102,218 8,105 51,235 — 161,558 Balance, end of year $2,472 $13,217 $36,088 — $51,777 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH PROVIDED BY OPERATING ACTIVITIES $269,653 $293,193 $47,727 ($290,157 ) $320,416 INVESTING ACTIVITIES Capital expenditures — (400 ) (63,313 ) — (63,713 ) Capital expenditures from discontinued operations — — (60,955 ) — (60,955 ) Real estate development investments — — (3,674 ) — (3,674 ) Strategic purchase of timberlands and other — — (130,896 ) — (130,896 ) Change in restricted cash — — 62,256 — 62,256 Investment in subsidiaries — 798,875 — (798,875 ) — Other — — 306 — 306 CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — 798,475 (196,276 ) (798,875 ) (196,676 ) FINANCING ACTIVITIES Issuance of debt — 201,000 1,225,464 — 1,426,464 Repayment of debt — (1,002,500 ) (287,137 ) — (1,289,637 ) Dividends paid (257,517 ) — — — (257,517 ) Proceeds from the issuance of common shares 5,579 — — — 5,579 Proceeds from repurchase of common shares (1,858 ) — — — (1,858 ) Debt issuance costs — — (12,380 ) — (12,380 ) Net cash disbursed upon spin-off of Performance Fibers business (31,420 ) — — — (31,420 ) Issuance of intercompany notes (12,400 ) — 12,400 — — Intercompany distributions — (293,086 ) (795,946 ) 1,089,032 — Other — — (680 ) — (680 ) CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (297,616 ) (1,094,586 ) 141,721 1,089,032 (161,449 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (377 ) — (377 ) CASH AND CASH EQUIVALENTS Change in cash and cash equivalents (27,963 ) (2,918 ) (7,205 ) — (38,086 ) Balance, beginning of year 130,181 11,023 58,440 — 199,644 Balance, end of year $102,218 $8,105 $51,235 — $161,558 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH PROVIDED BY OPERATING ACTIVITIES $407,712 $417,074 $493,382 ($771,375 ) $546,793 INVESTING ACTIVITIES Capital expenditures — (663 ) (62,540 ) — (63,203 ) Capital expenditures from discontinued operations — — (103,092 ) — (103,092 ) Real estate development investments — — (1,292 ) — (1,292 ) Purchase of additional interest in New Zealand joint venture — — (139,879 ) — (139,879 ) Strategic purchase of timberlands and other — — (20,401 ) — (20,401 ) Proceeds from settlement of foreign currency hedge — 1,701 — — 1,701 Jesup mill cellulose specialties expansion — — (148,262 ) — (148,262 ) Proceeds from disposition of Wood Products business — — 62,720 — 62,720 Change in restricted cash — — (58,385 ) — (58,385 ) Investment in subsidiaries (138,178 ) (385,292 ) — 523,470 — Other — — (447 ) — (447 ) CASH USED FOR INVESTING ACTIVITIES (138,178 ) (384,254 ) (471,578 ) 523,470 (470,540 ) FINANCING ACTIVITIES Issuance of debt 175,000 390,000 57,885 — 622,885 Repayment of debt (325,000 ) (151,525 ) (72,960 ) — (549,485 ) Dividends paid (237,016 ) — — — (237,016 ) Proceeds from the issuance of common shares 10,101 — — — 10,101 Excess tax benefits on stock-based compensation — — 8,413 — 8,413 Proceeds from repurchase of common shares (11,326 ) — — — (11,326 ) Issuance of intercompany notes (4,000 ) — 4,000 — — Intercompany distributions — (283,596 ) 35,691 247,905 — Other — — (713 ) — (713 ) CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (392,241 ) (45,121 ) 32,316 247,905 (157,141 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (64 ) — (64 ) CASH AND CASH EQUIVALENTS Change in cash and cash equivalents (122,707 ) (12,301 ) 54,056 — (80,952 ) Balance, beginning of year 252,888 23,324 4,384 — 280,596 Balance, end of year $130,181 $11,023 $58,440 — $199,644 |