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 — — $788,278 — $788,278 Costs and Expenses Cost of sales — — 524,707 — 524,707 Selling and general expenses — 15,253 27,532 — 42,785 Other operating income, net — 448 (35,439 ) — (34,991 ) — 15,701 516,800 — 532,501 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 benefit (expense) — (553 ) (4,511 ) — (5,064 ) NET INCOME 211,972 215,914 251,991 (462,107 ) 217,770 Less: Net income attributable to noncontrolling interest — — 5,798 — 5,798 NET INCOME ATTRIBUTABLE TO RAYONIER INC. 211,972 215,914 246,193 (462,107 ) 211,972 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment 2,780 (4,606 ) 10,930 (2,782 ) 6,322 New Zealand joint venture cash flow hedges 22,607 21,422 1,401 (22,608 ) 22,822 Actuarial change and amortization of pension and postretirement plan liabilities 5,533 5,533 — (5,533 ) 5,533 Total other comprehensive income 30,920 22,349 12,331 (30,923 ) 34,677 COMPREHENSIVE INCOME 242,892 238,263 264,322 (493,030 ) 252,447 Less: Comprehensive income attributable to noncontrolling interest — — 9,555 — 9,555 COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $242,892 $238,263 $254,767 ($493,030 ) $242,892 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 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 expense (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 BEFORE INCOME TAXES 46,165 48,945 74,583 (126,611 ) 43,082 Income tax benefit (expense) — 2,134 (1,275 ) — 859 NET INCOME 46,165 51,079 73,308 (126,611 ) 43,941 Less: Net loss attributable to noncontrolling interest — — (2,224 ) — (2,224 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 46,165 51,079 75,532 (126,611 ) 46,165 OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation adjustment (21,567 ) 7,922 (40,373 ) 21,567 (32,451 ) New Zealand joint venture cash flow hedges (10,042 ) (10,195 ) 234 10,042 (9,961 ) Actuarial change and amortization of pension and postretirement plan liabilities 2,933 2,933 — (2,933 ) 2,933 Total other comprehensive (loss) income (28,676 ) 660 (40,139 ) 28,676 (39,479 ) COMPREHENSIVE INCOME 17,489 51,739 33,169 (97,935 ) 4,462 Less: Comprehensive loss attributable to noncontrolling interest — — (13,027 ) — (13,027 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $17,489 $51,739 $46,196 ($97,935 ) $17,489 CONDENSED CONSOLIDATING 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 (income) expense, net — 3,275 (29,786 ) — (26,511 ) — 17,853 487,379 — 505,232 OPERATING INCOME (LOSS) — (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 BALANCE SHEETS Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $21,453 $9,461 $54,995 — $85,909 Accounts receivable, less allowance for doubtful accounts — 2,991 17,673 — 20,664 Inventory — — 21,379 — 21,379 Prepaid logging roads — — 10,228 — 10,228 Prepaid expenses — 427 1,152 — 1,579 Assets held for sale — — 23,171 — 23,171 Other current assets — 236 1,638 — 1,874 Total current assets 21,453 13,115 130,236 — 164,804 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,291,015 — 2,291,015 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT COSTS — — 70,374 — 70,374 NET PROPERTY, PLANT AND EQUIPMENT — 177 13,857 — 14,034 RESTRICTED DEPOSITS — — 71,708 — 71,708 INVESTMENT IN SUBSIDIARIES 1,422,081 2,671,428 — (4,093,509 ) — INTERCOMPANY RECEIVABLE 26,472 (611,571 ) 585,099 — — OTHER ASSETS 2 46,846 26,977 — 73,825 TOTAL ASSETS $1,470,008 $2,119,995 $3,189,266 ($4,093,509 ) $2,685,760 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $1,194 $21,143 — $22,337 Current maturities of long-term debt 31,676 — — — 31,676 Accrued taxes — (111 ) 2,768 — 2,657 Accrued payroll and benefits — 5,013 4,264 — 9,277 Accrued interest 3,047 2,040 253 — 5,340 Other current liabilities — 165 20,514 — 20,679 Total current liabilities 34,723 8,301 48,942 — 91,966 LONG-TERM DEBT 291,390 663,343 75,472 — 1,030,205 PENSION AND OTHER POSTRETIREMENT BENEFITS — 32,541 (685 ) — 31,856 OTHER NON-CURRENT LIABILITIES — 12,690 22,291 — 34,981 INTERCOMPANY PAYABLE (267,715 ) (18,961 ) 286,676 — — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,411,610 1,422,081 2,671,428 (4,093,509 ) 1,411,610 Noncontrolling interest — — 85,142 — 85,142 TOTAL SHAREHOLDERS’ EQUITY 1,411,610 1,422,081 2,756,570 (4,093,509 ) 1,496,752 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,470,008 $2,119,995 $3,189,266 ($4,093,509 ) $2,685,760 CONDENSED CONSOLIDATING 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 RESTRICTED DEPOSITS — — 23,525 — 23,525 INVESTMENT IN SUBSIDIARIES 1,321,681 2,212,405 — (3,534,086 ) — INTERCOMPANY RECEIVABLES 34,567 (610,450 ) 575,883 — — OTHER ASSETS 3 18,718 29,036 (1 ) 47,756 TOTAL ASSETS $1,358,723 $1,641,409 $2,849,892 ($3,534,086 ) $2,315,938 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 609 $1,463 $19,407 — $21,479 Current maturities of long-term debt — — — — — 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 322,697 280,977 226,879 1 830,554 PENSION AND OTHER POSTRETIREMENT BENEFITS — 34,822 (685 ) — 34,137 OTHER NON-CURRENT LIABILITIES — 16,914 13,136 — 30,050 INTERCOMPANY PAYABLE (255,715 ) (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 $1,358,723 $1,641,409 $2,849,892 ($3,534,086 ) $2,315,938 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 ($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 Dispositions — — 203,862 — 203,862 Rayonier office building under construction — — (6,307 ) — (6,307 ) Change in restricted cash — — (48,184 ) — (48,184 ) Investment in subsidiaries — (293,820 ) — 293,820 — Other — — 2,311 — 2,311 CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — (293,820 ) (283,155 ) 293,820 (283,155 ) FINANCING ACTIVITIES Issuance of debt — 548,000 147,916 — 695,916 Repayment of debt — (140,000 ) (318,415 ) — (458,415 ) Dividends paid (122,845 ) — — — (122,845 ) Proceeds from the issuance of common shares 1,576 — — — 1,576 Proceeds from 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 USED FOR FINANCING ACTIVITIES 26,461 176,289 205,493 (293,820 ) 114,423 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (937 ) — (937 ) CASH AND CASH EQUIVALENTS Change in cash and cash equivalents 18,981 (3,756 ) 18,907 — 34,132 Balance, beginning of year 2,472 13,217 36,088 — 51,777 Balance, end of year $21,453 $9,461 $54,995 — $85,909 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc.(Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES ($4,890 ) ($21,421 ) $203,475 — $177,164 INVESTING ACTIVITIES Capital expenditures — (78 ) (57,215 ) — (57,293 ) Real estate development investments — — (2,676 ) — (2,676 ) Purchase of timberlands — — (98,409 ) — (98,409 ) Proceeds from settlement of foreign currency derivative — — 2,804 — 2,804 Rayonier office building under construction — — (908 ) — (908 ) Change in restricted cash — — (16,836 ) — (16,836 ) Investment in subsidiaries — 126,242 — (126,242 ) — Other — — 7,010 (1 ) 7,009 CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — 126,164 (166,230 ) (126,243 ) (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 ) Purchase of timberlands — — (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 |