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. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $819,596 — $819,596 Costs and Expenses Cost of sales — — 568,253 — 568,253 Selling and general expenses — 16,797 23,448 — 40,245 Other operating expense (income), net — 479 (4,872 ) — (4,393 ) — 17,276 586,829 — 604,105 OPERATING (LOSS) INCOME — (17,276 ) 232,767 — 215,491 Interest expense (12,556 ) (19,699 ) (1,816 ) — (34,071 ) Interest and miscellaneous income (expense), net 9,679 2,878 (10,717 ) — 1,840 Equity in income from subsidiaries 151,719 186,388 — (338,107 ) — INCOME BEFORE INCOME TAXES 148,842 152,291 220,234 (338,107 ) 183,260 Income tax expense — (572 ) (21,109 ) — (21,681 ) NET INCOME 148,842 151,719 199,125 (338,107 ) 161,579 Less: Net income attributable to noncontrolling interest — — 12,737 — 12,737 NET INCOME ATTRIBUTABLE TO RAYONIER INC. 148,842 151,719 186,388 (338,107 ) 148,842 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment 7,416 — 9,114 (7,416 ) 9,114 New Zealand joint venture cash flow hedges 5,353 4,214 1,479 (5,353 ) 5,693 Actuarial change and amortization of pension and postretirement plan liabilities (208 ) (208 ) — 208 (208 ) Total other comprehensive income 12,561 4,006 10,593 (12,561 ) 14,599 COMPREHENSIVE INCOME 161,403 155,725 209,718 (350,668 ) 176,178 Less: Comprehensive income attributable to noncontrolling interest — — 14,775 — 14,775 COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $161,403 $155,725 $194,943 ($350,668 ) $161,403 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $815,915 — $815,915 Costs and Expenses Cost of sales — — 526,439 — 526,439 Selling and general expenses — 15,253 27,532 — 42,785 Other operating expense (income), net — 448 (9,534 ) — (9,086 ) — 15,701 544,437 — 560,138 OPERATING (LOSS) INCOME — (15,701 ) 271,478 — 255,777 Interest expense (12,555 ) (16,775 ) (2,915 ) — (32,245 ) Interest and miscellaneous income (expense), net 8,613 2,750 (12,061 ) — (698 ) Equity in income from subsidiaries 215,914 246,193 — (462,107 ) — INCOME BEFORE INCOME TAXES 211,972 216,467 256,502 (462,107 ) 222,834 Income tax expense — (553 ) (4,511 ) — (5,064 ) NET INCOME 211,972 215,914 251,991 (462,107 ) 217,770 Less: Net income attributable to noncontrolling interest — — 5,798 — 5,798 NET INCOME ATTRIBUTABLE TO RAYONIER INC. 211,972 215,914 246,193 (462,107 ) 211,972 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment 2,780 (4,606 ) 10,930 (2,782 ) 6,322 New Zealand joint venture cash flow hedges 22,607 21,422 1,401 (22,608 ) 22,822 Actuarial change and amortization of pension and postretirement plan liabilities 5,533 5,533 — (5,533 ) 5,533 Total other comprehensive income 30,920 22,349 12,331 (30,923 ) 34,677 COMPREHENSIVE INCOME 242,892 238,263 264,322 (493,030 ) 252,447 Less: Comprehensive income attributable to noncontrolling interest — — 9,555 — 9,555 COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $242,892 $238,263 $254,767 ($493,030 ) $242,892 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $568,800 — $568,800 Costs and Expenses Cost of sales — — 441,718 — 441,718 Selling and general expenses — 20,468 25,282 — 45,750 Other operating (income) expense, net — (404 ) 3,952 — 3,548 — 20,064 470,952 — 491,016 OPERATING (LOSS) INCOME — (20,064 ) 97,848 — 77,784 Interest expense (12,703 ) (9,135 ) (9,861 ) — (31,699 ) Interest and miscellaneous income (expense), net 7,789 2,612 (13,404 ) — (3,003 ) Equity in income from subsidiaries 51,079 75,532 — (126,611 ) — INCOME BEFORE INCOME TAXES 46,165 48,945 74,583 (126,611 ) 43,082 Income tax benefit (expense) — 2,134 (1,275 ) — 859 NET INCOME 46,165 51,079 73,308 (126,611 ) 43,941 Less: Net loss attributable to noncontrolling interest — — (2,224 ) — (2,224 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 46,165 51,079 75,532 (126,611 ) 46,165 OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation adjustment (21,567 ) 7,922 (40,373 ) 21,567 (32,451 ) New Zealand joint venture cash flow hedges (10,042 ) (10,195 ) 234 10,042 (9,961 ) Actuarial change and amortization of pension and postretirement plan liabilities 2,933 2,933 — (2,933 ) 2,933 Total other comprehensive (loss) income (28,676 ) 660 (40,139 ) 28,676 (39,479 ) COMPREHENSIVE INCOME 17,489 51,739 33,169 (97,935 ) 4,462 Less: Comprehensive loss attributable to noncontrolling interest — — (13,027 ) — (13,027 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $17,489 $51,739 $46,196 ($97,935 ) $17,489 CONDENSED CONSOLIDATING BALANCE SHEETS Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $48,564 $25,042 $39,047 — $112,653 Accounts receivable, less allowance for doubtful accounts — 3,726 23,967 — 27,693 Inventory — — 24,141 — 24,141 Prepaid logging roads — — 11,207 — 11,207 Prepaid expenses — 759 4,027 — 4,786 Other current assets — 14 3,033 — 3,047 Total current assets 48,564 29,541 105,422 — 183,527 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,462,066 — 2,462,066 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS — — 80,797 — 80,797 NET PROPERTY, PLANT AND EQUIPMENT — 21 23,357 — 23,378 RESTRICTED CASH — — 59,703 — 59,703 INVESTMENT IN SUBSIDIARIES 1,531,156 2,814,408 — (4,345,564 ) — INTERCOMPANY RECEIVABLE 40,067 (628,167 ) 588,100 — — OTHER ASSETS 2 12,680 36,328 — 49,010 TOTAL ASSETS $1,619,789 $2,228,483 $3,355,773 ($4,345,564 ) $2,858,481 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $2,838 $22,310 — $25,148 Current maturities of long-term debt — — 3,375 — 3,375 Accrued taxes — 48 3,733 — 3,781 Accrued payroll and benefits — 5,298 4,364 — 9,662 Accrued interest 3,047 1,995 12 — 5,054 Deferred revenue — — 9,721 — 9,721 Other current liabilities — 564 11,243 — 11,807 Total current liabilities 3,047 10,743 54,758 — 68,548 LONG-TERM DEBT 323,434 663,570 35,000 — 1,022,004 PENSION AND OTHER POSTRETIREMENT BENEFITS — 32,589 (684 ) — 31,905 OTHER NON-CURRENT LIABILITIES — 9,386 33,698 — 43,084 INTERCOMPANY PAYABLE (299,715 ) (18,961 ) 318,676 — — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,593,023 1,531,156 2,814,408 (4,345,564 ) 1,593,023 Noncontrolling interest — — 99,917 — 99,917 TOTAL SHAREHOLDERS’ EQUITY 1,593,023 1,531,156 2,914,325 (4,345,564 ) 1,692,940 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,619,789 $2,228,483 $3,355,773 ($4,345,564 ) $2,858,481 CONDENSED CONSOLIDATING BALANCE SHEETS Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $21,453 $9,461 $54,995 — $85,909 Accounts receivable, less allowance for doubtful accounts — 2,991 17,673 — 20,664 Inventory — — 21,379 — 21,379 Prepaid logging roads — — 10,228 — 10,228 Prepaid expenses — 427 1,152 — 1,579 Assets held for sale — — 23,171 — 23,171 Other current assets — 236 1,638 — 1,874 Total current assets 21,453 13,115 130,236 — 164,804 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,291,015 — 2,291,015 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS — — 70,374 — 70,374 NET PROPERTY, PLANT AND EQUIPMENT — 177 13,857 — 14,034 RESTRICTED CASH — — 71,708 — 71,708 INVESTMENT IN SUBSIDIARIES 1,422,081 2,671,428 — (4,093,509 ) — INTERCOMPANY RECEIVABLES 26,472 (611,571 ) 585,099 — — OTHER ASSETS 2 46,846 26,977 — 73,825 TOTAL ASSETS $1,470,008 $2,119,995 $3,189,266 ($4,093,509 ) $2,685,760 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $1,194 $21,143 — $22,337 Current maturities of long-term debt 31,676 — — — 31,676 Accrued taxes — (111 ) 2,768 — 2,657 Accrued payroll and benefits — 5,013 4,264 — 9,277 Accrued interest 3,047 2,040 253 — 5,340 Deferred revenue — — 9,099 — 9,099 Other current liabilities — 165 11,415 — 11,580 Total current liabilities 34,723 8,301 48,942 — 91,966 LONG-TERM DEBT 291,390 663,343 75,472 — 1,030,205 PENSION AND OTHER POSTRETIREMENT BENEFITS — 32,541 (685 ) — 31,856 OTHER NON-CURRENT LIABILITIES — 12,690 22,291 — 34,981 INTERCOMPANY PAYABLE (267,715 ) (18,961 ) 286,676 — — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,411,610 1,422,081 2,671,428 (4,093,509 ) 1,411,610 Noncontrolling interest — — 85,142 — 85,142 TOTAL SHAREHOLDERS’ EQUITY 1,411,610 1,422,081 2,756,570 (4,093,509 ) 1,496,752 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,470,008 $2,119,995 $3,189,266 ($4,093,509 ) $2,685,760 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES ($48,104 ) $111,431 $192,957 — $256,284 INVESTING ACTIVITIES Capital expenditures — — (65,345 ) — (65,345 ) Real estate development investments — — (15,784 ) — (15,784 ) Purchase of timberlands — — (242,910 ) — (242,910 ) Net proceeds from Large Dispositions — — 95,243 — 95,243 Rayonier office building under construction — — (6,084 ) — (6,084 ) Change in restricted cash — — 12,005 — 12,005 Investment in subsidiaries — 38,546 — (38,546 ) — Other — — (373 ) — (373 ) CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — 38,546 (223,248 ) (38,546 ) (223,248 ) FINANCING ACTIVITIES Issuance of debt — 25,000 38,389 — 63,389 Repayment of debt — (15,000 ) (85,157 ) — (100,157 ) Dividends paid (127,069 ) — — — (127,069 ) Proceeds from the issuance of common shares 4,751 — — — 4,751 Proceeds from the issuance of common shares from equity offering, net of costs 152,390 — — — 152,390 Repurchase of common shares (176 ) — — — (176 ) Issuance of intercompany notes (32,000 ) — 32,000 — — Intercompany distributions 77,319 (144,396 ) 28,531 38,546 — CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 75,215 (134,396 ) 13,763 38,546 (6,872 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 580 — 580 CASH AND CASH EQUIVALENTS Change in cash and cash equivalents 27,111 15,581 (15,948 ) — 26,744 Balance, beginning of year 21,453 9,461 54,995 — 85,909 Balance, end of year $48,564 $25,042 $39,047 — $112,653 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES ($7,480 ) $113,775 $97,506 — $203,801 INVESTING ACTIVITIES Capital expenditures — — (58,723 ) — (58,723 ) Real estate development investments — — (8,746 ) — (8,746 ) Purchase of timberlands — — (366,481 ) — (366,481 ) Assets purchased in business acquisition — — (887 ) — (887 ) Net proceeds from Large Disposition — — 203,862 — 203,862 Rayonier office building under construction — — (6,307 ) — (6,307 ) Change in restricted cash — — (48,184 ) — (48,184 ) Investment in subsidiaries — (293,820 ) — 293,820 — Other — — 2,311 — 2,311 CASH USED FOR INVESTING ACTIVITIES — (293,820 ) (283,155 ) 293,820 (283,155 ) FINANCING ACTIVITIES Issuance of debt — 548,000 147,916 — 695,916 Repayment of debt — (140,000 ) (318,415 ) — (458,415 ) Dividends paid (122,845 ) — — — (122,845 ) Proceeds from the issuance of common shares 1,576 — — — 1,576 Repurchase of common shares (690 ) — — — (690 ) Debt issuance costs — (818 ) — — (818 ) Issuance of intercompany notes (12,000 ) — 12,000 — — Intercompany distributions 160,597 (230,893 ) 364,116 (293,820 ) — Other (177 ) — (124 ) — (301 ) CASH PROVIDED BY FINANCING ACTIVITIES 26,461 176,289 205,493 (293,820 ) 114,423 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (937 ) — (937 ) CASH AND CASH EQUIVALENTS Change in cash and cash equivalents 18,981 (3,756 ) 18,907 — 34,132 Balance, beginning of year 2,472 13,217 36,088 — 51,777 Balance, end of year $21,453 $9,461 $54,995 — $85,909 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES ($4,890 ) ($21,421 ) $203,475 — $177,164 INVESTING ACTIVITIES Capital expenditures — (78 ) (57,215 ) — (57,293 ) Real estate development investments — — (2,676 ) — (2,676 ) Purchase of timberlands — — (98,409 ) — (98,409 ) Proceeds from settlement of foreign currency derivative — — 2,804 — 2,804 Rayonier office building under construction — — (908 ) — (908 ) Change in restricted cash — — (16,836 ) — (16,836 ) Investment in subsidiaries — 126,242 — (126,242 ) — Other — — 7,009 — 7,009 CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — 126,164 (166,231 ) (126,242 ) (166,309 ) FINANCING ACTIVITIES Issuance of debt 61,000 353,000 58,558 — 472,558 Repayment of debt (61,000 ) (232,973 ) (70,429 ) — (364,402 ) Dividends paid (124,936 ) — — — (124,936 ) Proceeds from the issuance of common shares 2,117 — — — 2,117 Repurchase of common shares (100,000 ) — — — (100,000 ) Debt issuance costs — (1,678 ) — — (1,678 ) Issuance of intercompany notes (35,500 ) — 35,500 — — Intercompany distributions 163,585 (217,980 ) (71,847 ) 126,242 — Other (122 ) — — — (122 ) CASH USED FOR FINANCING ACTIVITIES (94,856 ) (99,631 ) (48,218 ) 126,242 (116,463 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (4,173 ) — (4,173 ) CASH AND CASH EQUIVALENTS Change in cash and cash equivalents (99,746 ) 5,112 (15,147 ) — (109,781 ) Balance, beginning of year 102,218 8,105 51,235 — 161,558 Balance, end of year $2,472 $13,217 $36,088 — $51,777 |