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 — — $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 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, 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 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, 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 Rayonier Inc. 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 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 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 Rayonier Inc. 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 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 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 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 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 |