ON GROWING LONG-TERM VALUE
222222222222222222 010101010100101010010101010101001011777777777777777777777 A NA NA NA NA NA NA NNNNNNNNNNNNNNN N UN UN UN UN UN UN UN UN UN UN UN UUUUN UN UN UN UN UN UN UNN A LA LA LA LLA LA LA LA LLLA LA LA LLA LA LA LA LAAA RRRRRRRRRRRRRR E PE PE PE PE PE PPPPPPPPPPPPPPPP O RO RO RO RO RO RO RO RO RO RO RO RO RO RO RO RO ROOO ROO R TTTTTTTTTTTTTTTTTTTT
Provide industry-leading
returns through intensive asset
management and effective
capital allocation
Rayonier Inc. 2017
AT A GLANCE
OUR FOCUSED LONG-TERM STRATEGY, COUPLED WITH OUR STRONG CULTURE,
WILL CHART THE PATH TO ACHIEVING OUR VISION
EMPLOYEES
ESTABLISHED
~335
$1.6b
TIMBERLANDS
ACQUIRED
Since 2011
2.6
MILLION
ACRES
SUSTAINABLE YIELD OF
~10,000,000 tons
A N N U A L LY
100%
CERTIFIED
VALUE-ADDED
REAL ESTATE PLATFORM
1
Rayonier Inc. 2017
DE AR FELLOW
SHAREHOLDERS:
David L. Nunes
President and Chief Executive Officer
I am pleased to report to you our progress in transforming Rayonier
into the leading pure-play timber REIT. We see first-hand the benefits of
this singular focus on managing our 2.6 million acre timberland portfolio.
Our people have responded to the challenges we have put before them
to create a more collaborative work environment, push decision making
down deeper into the organization, drive efficiencies throughout our
business, and to always make the right decisions to drive long-term value
per share.
This past year was not, however, without its fair share of external
challenges. We contended with three hurricanes in the U.S. South, which
caused flooding and wind damage to our roads and neighboring
communities, as well as timber damage in some of our forests. While the
damage to our timberlands was relatively modest, the quantity of salvage
volume on the market led to depressed log prices. Additionally, the West
Mims fire, after starting in the Okefenokee National Wildlife Refuge,
burned approximately 7,000 acres of our neighboring lands in southeast
Georgia and northeast Florida. This translated into approximately 160,000
tons of salvage volume that we had to sell at a discount into local log
markets. Fortunately, our strong relationships with local mills allowed us to
harvest the majority of this salvage volume quickly, thus preserving value.
I am very proud of how our people responded to these challenges,
whether rallying to help those in need in our various communities,
working tirelessly to keep the West Mims fire from spreading, or managing
the considerable amount of salvage volume these events created. Our
people really rose to the occasion and got things back to normal with
remarkable speed.
In the midst of these events thrown our way by Mother Nature, we
still managed to have a strong year and continued to build on the
momentum we’ve created over the past few years following the spin-off
of the Performance Fibers business in 2014. The market recognized the
strength of our performance as well, as we saw a total shareholder return
of 23% during the year. Our 2017 performance is a tribute to the breadth
and diversity of our portfolio, the strength of the markets where we
operate, and the dedication and commitment of our employees.
2017 in Review
Full year 2017 net income attributable to Rayonier was $149 million,
or $1.16 per share, compared to $212 million, or $1.73 per share, in 2016.
The full year results for 2017 included $67 million from Large Dispositions
and $1 million of costs related to shareholder litigation. The prior year
included $144 million from Large Dispositions, $2 million of costs related
to shareholder litigation, and $1 million of gain on a foreign currency
hedge. Excluding these items, pro forma net income for full year 2017 was
$83 million, or $0.65 per share, compared to $69 million, or $0.56 per
share, in the prior year.
Our total Adjusted EBITDA, excluding the impact from Large
Dispositions, was $291 million in 2017, which was 21% higher than the
prior year total of $240 million. Full year cash available for distribution
(CAD) increased to $189 million in 2017, representing a 31% increase over
the $144 million of CAD we generated in 2016.
In addition to strengthening markets in many of our geographies,
our improved performance was also a function of the over $800 million of
timberland acquisitions that we’ve made since the spin-off. These
acquisitions have measurably improved the overall quality of our portfolio,
particularly with respect to timber inventory, soil productiviity, and log
market diversification.
Acquisition Strategy — Flight to Quality
In addition to focusing on return-driven asset management by
making prudent silvicultural investments and employing timbeer marketing
strategies that optimize net stumpage revenues, we believe active portfolio
management plays an important role in achieving industry leadding returns.
We foster a mindset of never being satisfied with our portfolio,, and we are
always trying to improve it through both addition and subtracttion. In 2017,
we acquired 109,000 acres of timberland for $243 million, whhile selling a
total of 50,000 acres of Large Dispositions for $95 million.
d
Our acquisition activity was dominated by a 95,000-acre acquisition
in coastal Georgia, Florida and South Carolina. This transactioon consisted
of well stocked, highly productive lands concentrated in the ttop two log
markets in the U.S. South (based on average stumpage prices)). Following
this transaction, we increased the proportion of our U.S. Southh ownership
in these top two coastal Atlantic markets to 59%. The balance of our
ance of our
acquisition activity for the year consisted of seven bolt-on transactions,
which spanned all three of our timberland operating segments and were
similarly focused on building scale in strong markets. Conversely, our
Large Dispositions during the year served to lower the proportion of our
U.S. South ownership in the Gulf region, where markets have been slower
to respond to improving housing starts due to a build-up of merchantable
timber inventory.
Following the global financial crisis and the corresponding housing
downturn, we have seen very differential market impacts across the U.S.
South, with certain sub-regions experiencing a significantly higher build
in merchantable timber inventory and more severe downward pressure
on log prices. We believe that these differential market dynamics will
persist and that the recovery of log prices will yield winners and losers.
With that in mind, we are keenly focused on our specific footprint in the
U.S. South and appropriately underwriting the relative risk inherent in log
price forecasts with respect to both acquisitions and dispositions. Overall,
we’re very pleased with the portfolio moves that we made in 2017, and we
look forward to continuing to leverage our market intelligence toward
judicious and deliberate portfolio management.
Nimble Capital Allocation
For Rayonier to achieve its vision of being the preferred investment
choice for timberland investors, we must demonstrate our ability to build
long-term value per share through effective capital allocation. We also
believe it is important to remain nimble with respect to our capital
allocation alternatives. As such, we do not aspire to grow for growth’s
sake. When assessing the timberland acquisition environment, we
continuously compare the valuation metrics of prospective acquisition
targets versus an internal view of our own net asset value to gauge the
relative attractiveness of acquiring timberlands versus buying back our
own shares. There have been times, such as during a window in 2015–2016
when we bought back $101 million of our own stock at an average price of
$23.76 per share, where this resulted in us pivoting away from acquisitions.
In keeping with our philosophy of nimble capital allocation, we look
at funding larger acquisitions opportunistically, with the ability to draw
upon incremental debt capacity, the issuance of equity, or capital raised
2
STRATEGY
Long-term Strategy Focused
on Creating Value from Our
Timberlands and HBU Portfolio
3
Building Long-term Value
Per Share Through Nimble
Capital Allocation
VALUE
4
Rayonier Inc. 2017
through Large Dispositions. We chose to fund the large 95,000-acre
acquisition in coastal Georgia, Florida, and South Carolina that we
completed in 2017 with a mix of proceeds from a Large Disposition and
our first-ever follow-on equity issuance.
In March 2017, we issued 5.75 million shares at a price of $27.75 per
share in an overnight marketed public offering. While we did not take the
decision to issue equity lightly, we ultimately concluded that equity was
an appropriate funding mechanism for this particular transaction based
on our view of the long-term net asset value accretion potential of these
extraordinarily high-quality properties. Partially funding this transaction
with equity also provided us with added balance sheet flexibility to
continue to execute our capital allocation strategy on an opportunistic
and nimble basis.
We funded the balance of this large coastal Atlantic acquisition with
a Large Disposition in which we sold 62,000 acres in Alabama and
Mississippi for $120 million, which closed in multiple parts during the
fourth quarter of 2016 and the first quarter of 2017. While these were very
productive timberlands, the age-class distribution was skewed towards
younger stands, and t
they were located in less favorable markets relative
to the properties we
acquired. In repositioning our asset base through
these transactions, we
e increased our merchantable timber inventory and
further shifted our m
market mix to stronger coastal Atlantic markets.
Further, by financing t
the acquisition with an equity offering and proceeds
from a Large Dispositi
on, we were able to preserve valuable debt capacity
to fund future acquis
sitions or other capital allocation priorities. At year-
end, our net debt to
Enterprise Value was 18% and our net debt to full-
year Adjusted EBITDA
was 3.2x, which affords us significant balance sheet
and capital allocation
flexibility going forward.
Power of Diversification
Maintaining opti
philosophy. To us, th
which to sell our logs,
use (HBU) lands. Our
some of the most prod
tensioned wood mar
New Zealand. We sup
multiple domestic an
optionality because w
operations and are
agreements. This optio
years to maximize rev
in terms of our geogr
to avoid being overly
housing starts.
onality is a core tenet of our timberland investment
is translates to having a diverse set of markets in
non-timber forest products, and higher-and-better-
2.6 million acre timberland portfolio encompasses
ductive softwood timber growing regions and most
kets in the U.S. South, U.S. Pacific Northwest and
pply both sawtimber and pulpwood products into
nd export markets. We also enjoy greater market
we don’t supply captive, integrated manufacturing
not encumbered with onerous wood supply
onality allows us to flex harvest within and between
venue streams. The breadth of our market exposure,
raphic, species and product diversity, also allows us
dependent on any single market force, such as U.S.
Our New Zealan
interest in 293,000 acr
of the benefit of geo
third-largest timberla
economies of scale an
South Korea, and India
New Zealand also ben
these key export an
propelled the joint v
$109 million.
nd portfolio, which consists of a 77% joint venture
res of net plantable timberlands, is a prime example
graphic, species and market diversification. As the
and owner in New Zealand, we enjoy considerable
nd exposure to Radiata Pine export markets in China,
a. In addition to these diverse export market outlets,
nefits from healthy domestic market demand. All of
d domestic markets were strong in 2017, which
venture to record profits with Adjusted EBITDA of
versification was also evident in our other regions
The power of di
during 2017. Followi
ng the Menasha acquisition in 2016, our Pacific
Northwest Timber
segment, which consists of 378,000 acres in
Washington and Oreg
gon, has a much more balanced and well-diversified
portfolio. At year-end 2017, our merchantable timber inventory in this
portfolio At year end
segment was comprised of 61% Douglas-fir and 28% western hemlock.
With proximity to six export ports, this affords significant flexibility to
access Douglas-fir markets in Japan, western hemlock markets in South
Korea, and markets for all species in China. In addition, we now have
access to strong domestic markets in coastal Oregon to complement our
domestic markets in Washington. Our Pacific Northwest Timber segment
performed well this past year, as the collective strengthening of these
various market outlets contributed to significant price improvements,
which drove a 56% increase in Adjusted EBITDA to $33 million.
Rayonier’s 1.8 million acre U.S. South timberland portfolio, which
generated Adjusted EBITDA of $92 million in 2017, is diverse both from a
regional as well as log product perspective. Our ownership stretches
across 10 states and includes a diverse mix of customers and log product
demand. As noted earlier, following our large acquisition in 2017, 59% of
our U.S. South timberlands are located in the top two coastal Atlantic
markets, which have enjoyed stronger pricing due to a tighter growth-
drain relationship and a stable base of major pulpwood outlets. In
addition, these coastal Atlantic markets have enjoyed strong growth in
export log demand over the past few years, a trend we expect will
continue to elevate the relative performance of this region going forward.
In 2017, 62% of our log mix was pulpwood, which also affords us
meaningful market diversification benefits, as pulpwood pricing has
fared much better in recent years than sawtimber pricing due to the
sluggish housing recovery. We anticipate that our sawtimber mix will
gradually increase to 50% over the next few years by virtue of increased
thinning activity over the past decade, which is expected to coincide with
increased sawtimber demand associated with anticipated improvements
in U.S. housing starts and a decline in imported lumber volume from
Canada. Thus, while we already enjoy strong relative pricing and Adjusted
EBITDA per ton realizations based on our footprint across the U.S. South,
we believe this gradual mix shift, along with increasing harvest volumes
from recent acquisitions, will further position us for strong relative cash
flow growth over the next several years.
Real Estate Strategy Showing Its Potential
After our new leadership team was in place in 2014, we unveiled a
Real Estate strategy that incorporated a few new elements. First, we
stated that we would limit our reliance on the practice of selling
timberland at timberland values simply to generate cash flow to help fund
the dividend. In support of this new direction, we introduced the Large
Disposition sales category within the Real Estate segment. When we have
a sale in excess of $20 million with no demonstrable premium to timberland
value, we will treat the sale as a Large Disposition and exclude the
associated gain from our Adjusted EBITDA. This treatment preserves our
ability to sell timberlands for capital allocation purposes without distorting
our recurring financial performance within the Real Estate segment.
Our focus is now squarely on generating HBU premiums to timberland
values. We have augmented our historical real estate strategies by
focusing on two new areas of opportunity—Rural Places and Improved
Development. In Rural Places, we are making modest investments to
create a pipeline of rural residential lots that we can sell across our U.S.
South ownership. In Improved Development, we are making targeted
investments in entitlements and infrastructure in two specific regions in
order to catalyze HBU demand and add value to our surrounding land
holdings. In both instances—our Wildlight project north of Jacksonville,
Florida and in Richmond Hill, Georgia—we have large contiguous land
holdings that are proximate to growth corridors but are simply too big to
extract an HBU premium relative to timberland value without a market
catalyst. By making investments in entitlements and horizontal
infrastructure improvements, we are positioning high-value parcels for
sale today and ultimately adding value to our surrounding land holdings
in the future.
We have invested $23 million of capital in infrastructure improvements
in the Wildlight project since its inception in 2015, and we realized our
5
Rayonier Inc. 2017
first $6 million of sales in 2017, leaving a net investment at year-end of
$17 million. The project is tracking on plan, with more closings anticipated
in 2018 to bring our net investment down to a lower level. We are
encouraged by the interest we have seen for single-family and multi-
family housing as well as commercial properties within the project
footprint. The new Wildlight Elementary School opened in the fall of 2017,
along with Rayonier’s new headquarters building. Overall, the project has
gotten off to a solid start, and we believe some of the regional demand
dynamics, including a greater share of single-family housing permits
within the Jacksonville Metropolitan Statistical Area shifting to Nassau
County, bode well for the project’s long-term success.
Across our Real Estate segment, our new strategy is starting to show
the type of results we anticipated when we rolled it out in 2014. In 2017,
we sold just under 24,000 acres, the fewest acres sold since 2011, but
enjoyed an average price realization of $3,700 per acre, the highest in over
a decade. We are generating a material premium to both timberland
values and the price realizations of our peers. This segment, which
generated $72 million in Adjusted EBITDA in 2017, is creating alpha by
augmenting our core timberland returns, and we expect that this business
will continue to be a meaningful contributor to our recurring cash flow
generation going forward.
Managing for the Long Term for All Our Stakeholders
Rayonier prides itself in being the leader in transparent investor
communications within the timber sector. We have developed a series of
new disclosures that we believe are important for our investors to
understand, including the disclosure of our sustainable yield by operating
segment. As responsible stewards of our timberlands and our investors’
capital, we have further articulated a commitment to operate within our
sustainable yield over the long term. While this is certainly an important
consideration for current and prospective investors who want to know
that they can count on a steady cash flow stream from their timberland
investment, it is also an important disclosure for our customers and the
communities within which we operate, both of whom depend on this
volume in other ways.
Our timberland ownership touches many rural communities, and
either directly or indirectly through contractors and our customers,
provides for a solid foundation of family wage jobs within these
communities. We recognize we often have a disproportionate impact on
rural communities, and we therefore take our commitment to these
communities seriously. Our investments in advanced silvicultural
treatments to our lands, the contractors these investments support, and
ultimately the higher yields of timber they produce, are important
elements of our commitment to the communities within which we
operate. These represent not only a sound financial investment, but also
an investment in the future of these local economies. We also encourage
our employees to be involved in their communities. Following the three
2017 hurricanes in the U.S. South, Rayonier contributed directly to a
number of local charities and set up a matching fund for contributions
from our employees. The response by our employees is an example of
how much they embrace this responsibility.
The investment in our timberlands impacts other stakeholders as
well. Timberlands act to clean the air and protect valuable watersheds,
providing important societal benefits. In addition, timber also serves as
an important store of carbon absorbed from the atmosphere. This makes
wood an extremely energy efficient building material, as it requires
substantially less energy in the production of lumber and other forest
products as compared to substitutes such as concrete and steel. As timber
is grown on a sustainable basis, it is also able to act as a long-term carbon
sink through sequestration of atmospheric carbon into wood products
that go into construction materials.
Intensively managed timberlands, in addition to all these benefits
for communities and the environment, also facilitate improved land
utilization. As we are able to grow more wood per acre in each successive
rotation, this requires a smaller footprint over time to serve our customers’
needs. This in turn allows for the sale of more sensitive lands to provide
for further benefits to the communities within which we operate. This
same concept and commitment to our communities applies to our Real
Estate segment as well, where we have made donations of land for the
construction of schools as well as expanded conservation buffers within
our improved development projects. We view these investments as a win-
win proposition both for Rayonier’s shareholders and its community
stakeholders.
Culture as a Catalyst
As I near my four-year mark in this role following the spin-off of the
Performance Fibers business in 2014, I feel privileged to lead an
organization where there is so much pride in our company, focus on
doing the right thing, and accountability for making sound long-term
decisions. We’ve redesigned our measurement systems to focus on
making the right decisions to build long-term value per share. Timberland
is a long-term asset, and it’s this type of long-term mindset that I’m
confident will help us to deliver sector-leading returns for our
shareholders.
Rayonier is blessed with great people and a great culture, which we
have described as “One Rayonier,” where we are all working together to
solve problems and continuously improve performance. Our people have
embraced this culture of working together as a team and breaking down
regional and functional silos to improve our effectiveness. Our new
headquarters building, located at 1 Rayonier Way, also reinforces our
culture, not only in the symbolism of the address, but also in the multitude
of collaborative work spaces designed to facilitate interaction as we
continuously work to make Rayonier better. Our focus on collaboration
has been accompanied by flattening the organizational structure in an
effort to push decision making down to those who are best positioned to
optimize the outcome. These changes have collectively resulted in more
streamlined decision making, employees who feel empowered to act like
owners, and a lower overall cost structure.
I am very pleased by the progress we have made since the spin-off in
2014. Our organization is focused on making sound, long-term, value-
enhancing decisions and is working well together to capitalize on the
strength and diversity of our portfolio. I’m proud of our team for
continuing to be disciplined in deploying our capital and for embracing
the power of active portfolio management. I believe the moves we have
made leave us better positioned to adapt to an ever-changing market
environment, and provide us with incremental flexibility and optionality
to capitalize on emerging trends.
Our long-term vision has three components. First, we want to be the
preferred timberland investment vehicle for institutional investors.
Second, we want to have the best-in-class assets, operations, disclosure
and transparency. Third, we want to be the preferred employer for
forestry and land management professionals. I am very encouraged by
the steps we have taken over the past three years in progressing towards
this vision. Our employees are engaged, energized, and working together
towards these goals. I would like to thank our Board, leadership team, and
employees for working together to position Rayonier for the future, and
our investors for your continued support.
David L. Nunes
President and Chief Executive Officer
6
Working Together as a Team
with Empowered People
and Strong Core Values
CULTURE
7
Rayonier Inc. 2017
F I N A N C I A L H I G H L I G H T S
SALES & EARNINGS
Sales
Pro Forma Sales(a)*
Operating Income
Pro Forma Operating Income(a)
Net Income attributable to Rayonier Inc.
Pro Forma Net Income(a)
ADJUSTED EBITDA BY SEGMENT(b)
Southern Timber
Pacific Northwest Timber
New Zealand Timber
Real Estate
Trading
(–) Corporate/Other
Total Adjusted EBITDA
CASH FLOW
Cash provided by Operating Activities
Cash Available for Distribution(b)
DEBT & DEBT RATIOS
Debt(c)
Cash
Net Debt
Net Debt to Enterprise Value(d)
(Dollars in millions)
2017
2016
2015
$ 819.6
724.2
215.5
149.2
148.8
82.5
$
91.6
33.1
109.0
71.6
4.6
(19.4)
$ 815.9
608.6
255.8
112.9
212.0
69.1
$
92.8
21.3
58.4
84.6
2.0
(19.4)
$568.8
568.8
77.8
81.9
46.2
50.7
101.0
21.7
33.0
70.8
1.2
(19.7)
$ 290.5
$ 239.7
$208.0
$ 256.3
188.7
$ 203.8
144.3
$177.2
117.4
$ 1,028.4
112.7
915.7
$1,065.5
85.9
979.6
$833.9
51.8
782.1
18%
23%
22%
(a) These non-GAAP measures are defined and reconciled on page 9.
(b) Adjusted EBITDA and Cash Available for Distribution (CAD) are non-GAAP measures defined and reconciled on pages 29 and 52,
respectively, within this Annual Report on Form 10-K.
(c) Total debt as of December 31, 2017, 2016 and 2015 is presented gross of deferred financing costs of $3.0 million, $3.6 million and
$3.3 million, respectively.
(d) Enterprise Value based on equity market capitalization plus net debt at year end.
* In an effort to report certain revenue and expenses in a manner more representative of activities that constitute ongoing central operations,
the Company has changed its classification of non-timber income, including lease and license income, carbon credit sales, log agency fees
and other non-timber income, net of costs, from “Other Operating Income, Net” to “Sales” and “Cost of Sales.” This reclassification was
applied retrospectively to all periods presented.
ADJUSTED EBITDA(b)
(Dollars in Millions)
TOTAL HARVEST
(Tons in Millions)
CAD(b)
(Dollars in Millions)
$300
250
200
150
100
50
0
10
8
6
4
2
0
$200
150
100
50
0
‘15
‘16
‘17
‘15
‘16
‘17
‘15
‘16
‘17
8
Rayonier Inc. 2017
R E C O N C I L I A T I O N O F N O N - G A A P M E A S U R E S
PRO FORMA SALES(a)*
Sales
Large Dispositions(b)
Pro Forma Sales
PRO FORMA OPERATING INCOME(c)
Operating Income
Large Dispositions(b)
Costs related to shareholder litigation(d)
Gain on foreign currency derivatives
Pro Forma Operating Income
PRO FORMA NET INCOME(e)
Net Income attributable to Rayonier Inc.
Costs related to shareholder litigation(d)
Gain on foreign currency derivatives(f)
Large Dispositions(b)
Expense related to the write-off of capitalized
(Dollars in millions, except per share amounts)
2017
2016
2015
$819.6
(95.4)
$ 724.2
$ 215.5
(67.0)
0.7
—
$ 149.2
$ 788.3
(207.3)
$ 581.0
$ 255.8
(143.9)
2.2
(1.2)
$ 112.9
Per
diluted
share
$ 148.8
0.7
—
(67.0)
$ 1.16
0.01
—
(0.52)
$ 212.0
2.2
(1.2)
(143.9)
Per
diluted
share
$ 1.73
0.02
(0.01)
(1.18)
$544.9
—
$544.9
$ 77.8
—
4.1
—
$ 81.9
$46.2
4.1
—
—
Per
diluted
share
$0.37
0.03
—
—
financing costs
Pro Forma Net Income
—
—
—
—
0.4
—
$ 82.5
$ 0.65
$ 69.1
$ 0.56
$50.7
$0.40
(a) Pro Forma Sales is defined as revenue adjusted for Large Dispositions. Rayonier believes that this non-GAAP financial measure provides
investors with useful information to evaluate our core business operations because it excludes specific items that are not indicative of
ongoing operating results.
(b) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demon-
strable premium relative to timberland value.
(c) Pro Forma Operating Income is defined as operating income adjusted for costs related to shareholder litigation, the gain on foreign
currency derivatives and Large Dispositions. Rayonier believes that this non-GAAP financial measure provides investors with useful infor-
mation to evaluate our core business operations because it excludes specific items that are not indicative of ongoing operating results.
(d) Costs related to shareholder litigation is defined as expenses incurred as a result of the securities litigation and the shareholder derivative
demands. See Note 10—Contingencies. In addition, these costs include the costs associated with 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.
(e) Pro Forma Net Income is defined as net income attributable to Rayonier Inc. adjusted for costs related to shareholder litigation, the gain
on foreign currency derivatives and Large Dispositions. Rayonier believes that this non-GAAP financial measure provides investors with
useful information to evaluate our core business operations because it excludes specific items that are not indicative of ongoing operating
results.
(f) 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 JV.
* In an effort to report certain revenue and expenses in a manner more representative of activities that constitute ongoing central operations,
the Company has changed its classification of non-timber income, including lease and license income, carbon credit sales, log agency fees
and other non-timber income, net of costs, from "Other Operating Income, Net" to "Sales" and "Cost of Sales." This reclassification was
applied retrospectively to all periods presented.
9
S O U T H E R N T I M B E R
Acreage: 1.8mm acres
Sustainable Yield: 5.9–6.3mm tons
Planted/Plantable: 68%
Average Site Index(1): 73 feet
HARVEST VOLUME
(Tons in Thousands)
ADJUSTED EBITDA
(Dollars in Millions)
ADJ. EBITDA/TON
(Dollars Per Ton)
6,000
4,500
3,000
1,500
0
$120
90
60
30
0
$20
15
10
5
0
‘15
‘16
‘17
‘15
‘16
‘17
‘15
‘16
‘17
PA C I F I C N O R T H W E S T T I M B E R
Acreage: 378,000 acres
Sustainable Yield: 1.4mm tons
Planted/Plantable: 77%
Average Site Index(2): 109 feet
HARVEST VOLUME
ADJUSTED EBITDA
ADJ. EBITDA/TON
(Tons in Thousands)
(Dollars in Millions)
(Dollars Per Ton)
1,500
1,200
900
600
300
0
$35
30
25
20
15
10
5
0
$30
25
20
15
10
5
0
‘15
‘16
‘17
‘15
‘16
‘17
‘15
‘16
‘17
(1) Site index reflects the average height of the dominant and codominant trees at a base age of 25.
(2) Site index reflects the average height of the dominant and codominant trees at a base age of 50.
(3) Site index reflects the average height of the dominant and codominant trees at a base age of 20.
(4) 2017 excludes $23.8 million of Adjusted EBITDA attributable to land sales.
(5) Excludes Large Dispositions.
10
N E W Z E A L A N D T I M B E R
Acreage: 410,000 acres
Sustainable Yield: 2.5mm tons
Planted/Plantable: 71%
Average Site Index(3): 94 feet
HARVEST VOLUME
ADJUSTED EBITDA
(Tons in Thousands)
(Dollars in Millions)
ADJ. EBITDA/TON(4)
(Dollars Per Ton)
3,000
2,500
2,000
1,500
1,000
500
0
$120
100
80
60
40
20
0
$40
30
20
10
0
‘15
‘16
‘17
‘15
‘16
‘17
‘15
‘16
‘17
R E A L E S TAT E
Focused on Monetizing Higher-and-Better-Use
Timberlands
~200,000 Acres in I-95 Coastal Corridor
~56,000 Acres with Land Use Entitlements
Two Active Development Projects:
Wildlight and Belfast Commerce
ACRES SOLD(5)
(Acres in Thousands)
ADJUSTED EBITDA(5)
(Dollars in Millions)
PRICE/ACRE(5)
(Dollars Per Acre)
40
30
20
10
0
$100
80
60
40
20
0
$4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
‘15
‘16
‘17
‘15
‘16
‘17
11
THIS PAGE INTENTIONALLY LEFT BLANK
12
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-6780
Incorporated in the State of North Carolina
I.R.S. Employer Identification No. 13-2607329
1 RAYONIER WAY
YULEE, FL 32097
(Principal Executive Office)
Telephone Number: (904) 357-9100
Securities registered pursuant to Section 12(b) of the Exchange Act,
all of which are registered on the New York Stock Exchange:
Common Shares
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES
NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
YES
NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES
NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).
YES
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
NO
The aggregate market value of the Common Shares of the registrant held by non-affiliates at the close of business on June 30, 2017 was $3,694,658,677
based on the closing sale price as reported on the New York Stock Exchange.
As of February 16, 2018, there were outstanding 129,084,186 Common Shares of the registrant.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the 2018 annual meeting of
the shareholders of the registrant scheduled to be held May 17, 2018, are incorporated by reference in Part III hereof.
TABLE OF CONTENTS
Item
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
16.
PART I
Business ..............................................................................................................................................
Risk Factors ........................................................................................................................................
Unresolved Staff Comments ................................................................................................................
Properties ............................................................................................................................................
Legal Proceedings ...............................................................................................................................
Mine Safety Disclosures ......................................................................................................................
PART II
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities ..................................................................................................................................
Selected Financial Data .......................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ................
Quantitative and Qualitative Disclosures about Market Risk ...............................................................
Financial Statements and Supplementary Data ..................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...............
Controls and Procedures .....................................................................................................................
Other Information ................................................................................................................................
PART III
Directors, Executive Officers and Corporate Governance ...................................................................
Executive Compensation .....................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ................................................................................................................................................
Certain Relationships and Related Transactions, and Director Independence ....................................
Principal Accounting Fees and Services ..............................................................................................
PART IV
Exhibits, Financial Statement Schedules .............................................................................................
Form 10-K Summary ...........................................................................................................................
Page
1
13
20
21
24
24
25
28
31
54
56
112
112
112
113
113
113
113
113
114
114
i
PART I
When we refer to “we,” “us,” “our,” “the Company,” or “Rayonier,” we mean Rayonier Inc. and its consolidated
subsidiaries. References herein to “Notes to Financial Statements” or “Note” refer to the Notes to the Consolidated
Financial Statements of Rayonier Inc. included in Item 8 of this Report.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements in this document regarding anticipated financial outcomes, including Rayonier’s earnings
guidance, if any, business and market conditions, outlook, expected dividend rate, Rayonier’s business strategies,
including expected harvest schedules, timberland acquisitions, sales of non-strategic timberlands, the anticipated
benefits of Rayonier’s business strategies, and other similar statements relating to Rayonier’s future events,
developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.
These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,”
“believe,” “intend,” “project,” “anticipate” and other similar language. However, the absence of these or similar words
or expressions does not mean that a statement is not forward-looking. While management believes that these forward-
looking statements are reasonable when made, forward-looking statements are not guarantees of future performance
or events and undue reliance should not be placed on these statements. The risk factors contained in Item 1A — Risk
Factors in this Annual Report on Form 10-K and similar discussions included in other reports that we subsequently file
with the SEC, among others, could cause actual results or events to differ materially from the Company’s historical
experience and those expressed in forward-looking statements made in this document.
Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update
its forward-looking statements except as required by law. You are advised, however, to review any subsequent
disclosures the Company makes on related subjects in its subsequent reports filed with the SEC.
Item 1.
BUSINESS
GENERAL
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive
softwood timber growing regions in the U.S. and New Zealand. The focus of our business is to invest in timberlands
and to actively manage them to provide current income and attractive long-term returns to our shareholders. As of
December 31, 2017, we owned, leased or managed approximately 2.6 million acres of timberlands located in the U.S.
South (1.82 million acres), U.S. Pacific Northwest (378,000 acres) and New Zealand (410,000 gross acres, or 293,000
net plantable acres). In addition, we engage in the trading of logs from New Zealand and Australia to Pacific Rim
markets, primarily to support our New Zealand export operations. We have an added focus to maximize the value of
our land portfolio by pursuing higher and better use (“HBU”) land sales opportunities.
We originated as the Rainier Pulp & Paper Company founded in Shelton, Washington in 1926. On June 27, 2014,
Rayonier completed the tax-free spin-off of its Performance Fibers manufacturing business from its timberland and
real estate operations, thereby becoming a “pure-play” timberland REIT.
Under our REIT structure, we are generally not required to pay U.S. federal income taxes on our earnings from
timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution, income,
asset, shareholder and other tests. As of December 31, 2017 and as of the date of the filing of this Annual Report on
Form 10-K, we believe the Company is in compliance with all REIT tests.
Our U.S. timber operations are primarily conducted by our wholly-owned REIT subsidiaries. Our New Zealand
timber operations are conducted by Matariki Forestry Group, a majority-owned joint venture subsidiary (“New Zealand
JV”). Our non-REIT qualifying operations, which are subject to corporate-level tax, are held by various taxable REIT
subsidiaries. These operations include our log trading business and certain real estate activities, such as the sale and
entitlement of development HBU properties.
Our shares are publicly traded on the NYSE under the symbol RYN. We are a North Carolina corporation with
executive offices located at 1 Rayonier Way, Yulee, Florida 32097. Our telephone number is (904) 357-9100.
1
For information on sales and operating income by reportable segment and geographic region, see Item 7 —
Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 4 — Segment and
Geographical Information.
OUR COMPETITIVE STRENGTHS
We believe that we distinguish ourselves from other timberland owners and managers through the following
competitive strengths:
•
•
•
•
•
•
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 Higher and Better Use 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 higher and better uses 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, 2017, our net debt to enterprise value was
18%. 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.
2
OUR STRATEGY
Our business strategy consists of the following key elements:
• 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 90,000 acres of fee timberland in 2017,
111,000 acres in 2016, and 35,000 acres in 2015. Additionally, we acquired leases or forestry rights covering
approximately 19,000 acres in 2017, 2,000 acres in 2016, and 2,000 acres in 2015.
• 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 1.5% 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.
3
SEGMENT INFORMATION
Rayonier operates in five reportable business segments:
•
•
•
•
•
Southern Timber,
Pacific Northwest Timber,
New Zealand Timber,
Real Estate, and
Trading.
The Southern Timber, Pacific Northwest Timber and New Zealand Timber segments reflect all activities related to the
harvesting of timber and other value-added activities, such as recreational licenses, within each respective geography.
The New Zealand Timber segment also reflects any land sales that occur within our New Zealand portfolio.
Our Real Estate segment reflects all U.S. land sales, which are reported in five sales categories:
•
•
•
•
•
Improved Development,
Unimproved Development,
Rural,
Non-Strategic / Timberlands, and
Large Dispositions.
The Trading segment reflects the log trading activities that primarily support our New Zealand operations.
DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD
We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at which
we commence calculating our timber inventory for inclusion in our inventory tracking systems. The age at which we
commence calculating our timber inventory is 10 years for our Southern timberlands, 20 years for our Pacific Northwest
timberlands, and 20 years for our New Zealand timberlands. Our estimate of gross timber inventory is based on an
inventory system that involves periodic statistical sampling and growth modeling. Periodic adjustments are made on
the basis of growth estimates, harvest information, and environmental and operational restrictions. Gross timber
inventory includes certain timber that we do not deem to be of a merchantable age as well as certain timber located
in restricted, environmentally sensitive or economically inaccessible areas.
We define merchantable timber inventory as an estimate of timber volume beyond a specified age that approximates
such timber’s earliest economically harvestable age. Our estimate includes certain timber located in restricted or
environmentally sensitive areas based on an estimate of lawfully recoverable volumes from such areas. The estimate
does not include volumes in restricted or environmentally sensitive areas that may not be lawfully harvested or volumes
located in economically inaccessible areas. The merchantable age (i.e., the age at which timber moves from pre-
merchantable to merchantable) is 15 years for our Southern timberlands, with the exception of Oklahoma which is 17
years, 35 years for our Pacific Northwest timberlands, 20 years for radiata pine and 30 years for Douglas-fir in our
New Zealand timberlands. Our estimated merchantable timber inventory changes over time as timber is harvested,
as pre-merchantable timber transitions to merchantable timber, as existing merchantable timber inventory grows, as
we acquire and sell timberland and as we periodically update our statistical sampling and growth and yield models.
We estimate our merchantable timber inventory annually for purposes of calculating per unit depletion rates.
Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern Timberlands, in
thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest Timberlands, and in cubic meters
(m3) in our New Zealand Timberlands. For conversion purposes, one MBF and one m3 is equal to approximately 8.0
and 1.12 short green tons, respectively. For comparison purposes, we provide inventory estimates for our Pacific
Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as in short green tons.
4
The following table sets forth the estimated volumes of merchantable timber inventory by location in short green
tons as of September 30, 2017 for the South and Pacific Northwest and as of December 31, 2017 for New Zealand:
(volumes in thousands of SGT)
Location
South ...................................................................................................................................
Pacific Northwest .................................................................................................................
New Zealand .......................................................................................................................
Merchantable
Inventory (a)
67,737
7,282
16,452
91,471
%
74
8
18
100
(a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31,
2017.
We define sustainable yield as the average harvest level that can be sustained into perpetuity based on our
estimates of biological growth and the expected productivity resulting from our reforestation and silvicultural efforts.
Our estimated sustainable yield may change over time based on changes in silvicultural techniques and resulting
timber yields, changes in environmental laws and restrictions, changes in the statistical sampling and estimates of our
merchantable timber inventory, acquisitions and dispositions of timberlands, the expiration or renewal of timberland
leases, casualty losses, and other factors. Moreover, our harvest level in any given year may deviate from our estimated
sustainable yield due to variations in the age class of our timberlands, the product mix of our harvest (i.e., pulpwood
versus sawtimber), our deliberate acceleration or deferral of harvest in response to market conditions, our thinning
activity (in which we periodically remove some smaller trees from a stand to enhance long-term sawtimber potential
of the remaining timber), or other factors.
We manage our U.S. timberlands in accordance with the requirements of the Sustainable Forestry Initiative® (“SFI”)
program. The timberland holdings of the New Zealand JV are certified under the Forest Stewardship Certification®
(“FSC”) program. Both programs are a comprehensive system of environmental principles, objectives and performance
measures that combine the perpetual growing and harvesting of trees with the protection of wildlife, plants, soil and
water quality. Through application of our site-specific silvicultural expertise and financial discipline, we manage timber
in a way that is designed to optimize site preparation, tree species selection, competition control, fertilization, timing
of thinning and final harvest. We also have a genetic seedling improvement program to enhance the productivity and
quality of our timberlands and overall forest health. In addition, non-timber income opportunities associated with our
timberlands such as recreational licenses, as well as considerations for the future higher and better uses of the land,
are integral parts of our site-specific management philosophy. All these activities are designed to maximize value while
complying with SFI and FSC requirements.
5
SOUTHERN TIMBER
As of December 31, 2017, our Southern timberlands acreage consisted of approximately 1.82 million acres
(including approximately 191,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana,
Mississippi, Oklahoma, South Carolina, Tennessee and Texas. Approximately two-thirds of this land supports intensively
managed plantations of predominantly loblolly and slash pine. The other one-third of this land is too wet to support
pine plantations, but supports productive natural stands primarily consisting of natural pine and a variety of hardwood
species. Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural
stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands was
86 million tons and 68 million tons, respectively, as of September 30, 2017. We estimate that the sustainable yield of
our Southern timberlands, including both pine and hardwoods, is approximately 5.9 to 6.3 million tons annually. We
expect that the average annual harvest volume of our Southern timberlands over the next five years (2018 to 2022)
will be generally within this range. For additional information, see Item 1 — Business — Discussion of Timber Inventory
and Sustainable Yield and Item 1A — Risk Factors.
In 2017, we acquired approximately 101,000 acres of timberland (including 11,000 acres of leased lands) in the
Southern region. For additional information, see Note 3 — Timberland Acquisitions.
The following table provides a breakdown of our Southern timberlands acreage and timber inventory by product
and age class as of September 30, 2017 (inventory volumes are estimated at December 31 to calculate a depletion
rate for the upcoming year):
Acres
(000’s)
Pine
Pulpwood
Pine
Sawtimber
Hardwood
Pulpwood
Hardwood
Sawtimber
Total
(volumes in thousands of SGT)
Age Class
Pine Plantation
0 to 4 years (a) .......................................
5 to 9 years
10 to 14 years ........................................
15 to 19 years ........................................
20 to 24 years ........................................
25 to 29 years ........................................
30 + years ..............................................
229
203
243
281
169
67
46
Total Pine Plantation ................................
1,238
Natural Pine (Plantable) (b) ...................
Natural Mixed Pine/Hardwood (c) .........
Forested Acres and Gross Inventory ...
Plus: Non-Forested Acres (d) ..................
Gross Acres ...........................................
47
548
1,833
68
1,900
—
—
10,738
13,074
6,581
2,280
1,213
33,886
507
4,278
38,671
—
—
1,331
4,845
6,108
3,236
2,798
18,318
906
6,971
26,195
—
—
29
116
101
95
92
433
895
15,186
16,514
—
—
—
—
— 12,098
3
2
2
3
10
207
3,908
4,125
18,038
12,792
5,613
4,106
52,647
2,515
30,343
85,505
Less: Pre-Merchantable Age Class
Inventory (e)
.................................................................................................................................................................
Less: Volume in Environmentally
Sensitive/Legally Restricted Areas ...............................................................................................................................
(12,651)
(5,117)
Merchantable Timber Inventory ................................................................................................................................
67,737
(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)
(e)
Includes roads, rights of way and all other non-forested areas.
Includes inventory that is less than 15 years old or less than 17 years old in Oklahoma.
6
PACIFIC NORTHWEST TIMBER
As of December 31, 2017, our Pacific Northwest timberlands consisted of approximately 378,000 acres located
in Oregon and Washington, of which approximately 291,000 acres were designated as productive acres, meaning land
that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical,
environmental or regulatory restrictions. These timberlands primarily comprise second and third rotation western
hemlock and Douglas-fir, as well as a small amount of other softwood species, such as western red cedar. A small
percentage also consists of natural hardwood stands of predominantly red alder. In the Pacific Northwest, rotation
ages typically range from 35 to 50 years. Our product mix in the Pacific Northwest is heavily weighted to sawtimber,
which is sold to domestic wood products facilities as well as exported primarily to Pacific Rim markets.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest
timberlands was 2,773 MMBF and 911 MMBF, respectively, as of September 30, 2017. We estimate that the sustainable
yield of our Pacific Northwest timberlands is approximately 180 MMBF (or 1.4 million tons) annually. We expect that
the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2018 to 2022) will
be approximately 160 MMBF (or 1.3 million tons). For additional information, see Item 1 — Business — Discussion of
Timber Inventory and Sustainable Yield and Item 1A — Risk Factors.
In 2017, we acquired approximately 481 acres of timberlands in the Pacific Northwest region. For additional
information, see Note 3 — Timberland Acquisitions.
The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by
product and age class as of September 30, 2017 (inventory volumes are estimated at December 31 to calculate a
depletion rate for the upcoming year):
(volumes in MBF, except as noted)
Acres
(000’s)
Softwood
Pulpwood (e)
Softwood
Sawtimber (e)
Age Class
Commercial Forest
0 to 4 years (a) ..................................................................
5 to 9 years .......................................................................
10 to 14 years ...................................................................
15 to 19 years ...................................................................
20 to 24 years ...................................................................
25 to 29 years ...................................................................
30 to 34 years ...................................................................
35 to 39 years ...................................................................
40 to 44 years ...................................................................
45 to 49 years ...................................................................
50+ years ..........................................................................
Total Commercial Forest .....................................................
Non-Commercial Forest (b) ..............................................
Productive Forested Acres ..................................................
Restricted Forest (c) .........................................................
Total Forested Acres and Gross Inventory .....................
Plus: Non-Forested Acres (d) ..............................................
Gross Acres ......................................................................
Less: Pre-Merchantable Age Class Inventory ...................................................................................................
Less: Restricted Forest Inventory .....................................................................................................................
Total Merchantable Timber
............................................................................................................................
Conversion factor for MBF to SGT ...................................................................................................................
..........................................................................................
Total Merchantable Timber (thousands of SGT)
—
—
—
—
68,060
314,490
604,403
352,134
137,970
82,347
180,537
1,739,941
46,111
—
—
—
—
29,126
67,850
100,424
51,129
20,104
11,834
23,701
304,168
6,664
36
41
41
25
23
36
43
21
8
4
7
285
6
291
66
357
21
378
593,794
2,379,846
82,508
393,340
Total
—
—
—
—
97,186
382,340
704,827
403,263
158,074
94,181
204,238
2,044,109
52,775
676,302
2,773,186
(1,185,516)
(676,302)
911,368
7.99
7,282
(a) 0 to 4 years includes clearcut acres not yet replanted.
(b)
(c)
(d)
(e)
Includes non-commercial forests with limited productivity.
Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
Includes roads, rights of way, and all other non-forested areas.
Includes a minor component of hardwood in red alder and other hardwood species.
7
NEW ZEALAND TIMBER
As of December 31, 2017, our New Zealand timberlands consisted of approximately 410,000 acres (including
approximately 231,000 acres of leased lands), of which approximately 293,000 acres (including approximately 158,000
acres of leased lands) were designated as productive or plantation acres, meaning land that is capable of growing
merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory
restrictions. The leased acres are generally leased through long-term arrangements including Crown Forest Licenses
(“CFLs”), forestry rights and other leases. Our New Zealand timberlands serve a domestic sawmilling market and also
export logs to Pacific Rim markets.
Our New Zealand timber operations are conducted by Matariki Forestry Group, a joint venture with Phaunos Timber
Fund Limited. The Company maintains a controlling financial interest of 77% in the New Zealand JV and, accordingly,
consolidates the New Zealand JV’s balance sheet and results of operations. The minority owner’s interest in the New
Zealand JV and its earnings are reported as noncontrolling interest in our financial statements. Rayonier’s wholly-
owned subsidiary, Rayonier New Zealand Limited (“RNZ”), serves as the manager of the New Zealand JV. For additional
information, see Note 7 — Joint Venture Investment.
We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands
were both 14.7 million cubic meters as of December 31, 2017. We estimate that the sustainable yield of our New
Zealand timberlands is approximately 2.1 million cubic meters (or 2.5 million tons) annually. We expect that the average
annual harvest volume of our New Zealand timberlands over the next five years (2018 to 2022) will be generally in line
with our sustainable yield. For additional information, see Item 1 — Business — Discussion of Timber Inventory and
Sustainable Yield and Item 1A — Risk Factors.
The following table provides a breakdown of our New Zealand timberlands acreage and timber inventory by product
and age class as of December 31, 2017 (inventory volumes at December 31 are used to calculate a depletion rate for
the upcoming year):
(volumes in thousands of m3, except as noted)
Age Class
Radiata Pine
0 to 4 years (a) ............................................................................
5 to 9 years .................................................................................
10 to 14 years ..............................................................................
15 to 19 years ..............................................................................
20 to 24 years ..............................................................................
25 to 29 years ..............................................................................
30 + years ...................................................................................
Total Radiata Pine .......................................................................
Other (b) .......................................................................................
Forested Acres and Merchantable Timber Inventory ...............
Conversion factor for m3 to SGT ...................................................
Total Merchantable Timber (thousands of SGT) .......................
Plus: Non-Productive Acres (c) .....................................................
Gross Acres .................................................................................
(a) 0 to 4 years includes clearcut acres not yet replanted.
Includes primarily Douglas-fir age 30 and over.
(b)
Includes natural forest and other non-planted acres.
(c)
Acres (000’s)
Pulpwood
Sawtimber
Total
—
—
—
—
1,652
525
243
2,420
1,282
3,702
—
—
—
—
7,101
1,987
650
9,738
1,249
10,987
—
—
—
—
8,753
2,512
893
12,158
2,531
14,689
1.12
16,452
54
45
46
52
45
12
4
258
35
293
117
410
8
REAL ESTATE
All of our U.S. land sales, including HBU and non-HBU, are reported in our Real Estate segment. We report our
Real Estate sales in five categories:
•
•
•
•
•
Improved Development,
Unimproved Development,
Rural,
Non-Strategic / Timberlands, and
Large Dispositions.
The Improved Development category comprises properties sold for development for which Rayonier, through a
taxable REIT subsidiary, has invested in site improvements such as infrastructure, roadways, utilities, amenities and/
or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.
The Unimproved Development category comprises properties sold for development for which Rayonier has
obtained entitlements but not invested in site improvements.
The Rural category comprises properties sold in rural markets to buyers interested in the property for rural residential
or recreational use.
The Non-Strategic / Timberlands category includes: 1) sales of non-core timberlands that do not meet our strategic
criteria, 2) sales of core timberlands for which we obtain attractive values, and 3) sales of properties to conservation
interests that wish to preserve the land for habitat, public recreation, natural growth, buffer zones or other environmental
purposes.
The Large Dispositions category includes sales of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value. Proceeds from Large Dispositions are generally used to fund
capital allocation priorities, which include share repurchases, debt repayment or acquisitions. Sales designated as
Large Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash
Available for Distribution (“CAD”). See Item 7 — Performance and Liquidity Indicators for the definition of Adjusted
EBITDA and CAD.
We maintain a detailed land classification analysis for all of our timberland and HBU acres. The vast majority of
our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or,
in the case of Improved Development properties, prior to improvement.
TRADING
Our Trading segment reflects log trading activities in New Zealand and Australia conducted by our New Zealand
JV. Our Trading segment complements the New Zealand Timber segment by providing added market intelligence,
increasing the scale of export operations and achieving cost savings that directly benefit the New Zealand Timber
segment. It also provides additional market intelligence that helps our Southern and Pacific Northwest export log
marketing.
Trading activities are broadly categorized as either managed export services or procured logs. For managed export
services, the New Zealand JV does not take title to the log cargo but arranges sales, shipping and export documentation
services for other forest owners for an agreed commission. For procured logs, the New Zealand JV buys logs directly
from other forest owners at New Zealand ports and exports them in its own name. Income from this business is
generated by achieving a sales margin over the purchase price of the procured logs. The New Zealand JV also
purchases standing timber from time to time, whereby it manages the harvest and sale of the logs for approximately
one to three years. The Trading segment generally utilizes a managed export service arrangement for logs sourced
from third parties outside of New Zealand, and generally utilizes a procured log arrangement for logs sourced from
third parties within New Zealand. For managed export services, Trading segment revenues reflect only the commission
earned on the sale. For procured log sales, Trading segment revenues reflect the full sales price of the logs.
9
In 2017, Trading volume from both managed export services and procured log sales was approximately 1.8 million
JAS cubic meters of logs. Approximately 846,000 JAS cubic meters of logs were sourced from outside New Zealand,
primarily Australia, of which 85% were undertaken through managed export service arrangements. Approximately
873,000 JAS cubic meters of logs were purchased directly from third parties in New Zealand through procured log
arrangements, with 52% purchased from two key suppliers. Additionally, 105,000 JAS cubic meters were harvested
from stumpage purchases. Approximately 35% of third-party purchases in New Zealand were purchased at spot prices,
with the New Zealand JV thereby assuming some price risk on subsequent resale. The remaining 65% were purchased
on a fixed margin basis, with the New Zealand JV thereby earning a spread on the resale price irrespective of subsequent
price fluctuations. The New Zealand JV generally seeks to mitigate its risk of loss on procured logs by securing export
orders prior to or concurrent with its spot purchases of logs.
FOREIGN SALES AND OPERATIONS
Sales from non-U.S. operations originate from our New Zealand Timber and Trading segments and comprised
approximately 49% of consolidated 2017 sales. See Note 4 — Segment and Geographical Information for additional
information.
COMPETITION
TIMBER
Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the
principal method of competition. In New Zealand, there are four major private timberland owners accounting for
approximately 37% of New Zealand planted forests.
The following table provides an overview of certain major competitors in each of our Timber segments:
Segment
Southern Timber (a)
Competitors
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
In addition to the competitors listed, we also compete with numerous other large and small privately held timber companies.
(a)
(b) The New Zealand JV 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.
10
REAL ESTATE
In our Real Estate business, we compete with other owners of entitled and unentitled properties. Each property
has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties
in the geographic areas in which we operate are the most significant competitive drivers.
TRADING
Our log trading operations are based out of New Zealand and performed by our New Zealand JV. The New Zealand
market remains very competitive with over 20 entities competing for export log supply at different ports across the
country. We are one of the larger log trading companies in the region with access to multiple export ports and a range
of different export markets.
CUSTOMERS
In 2017, no individual customer (or group of customers under common control) represented 10% or more of 2017
consolidated sales. As such, there is not a significant risk that the loss of one customer would have a material adverse
effect on our results of operations.
SEASONALITY
Across all our segments, results are normally not impacted significantly by seasonal changes. However, particularly
wet weather in areas of our Southern Timber operations can hinder access for harvesting, thereby temporarily reducing
supply in the affected areas and generally strengthening prices. Conversely, extended dry weather in an area tends
to suppress prices as timber is more accessible for harvesting.
ENVIRONMENTAL MATTERS
See Item 1A — Risk Factors.
RESEARCH AND DEVELOPMENT
The research and development activities of our timber operations include genetic seedling improvement, growth
and yield modeling, and applied silvicultural programs to identify management practices that will improve financial
returns from our timberlands. We also contribute to research cooperatives that undertake forestry research and
development.
EXECUTIVE OFFICERS
David L. Nunes, 56, Mr. Nunes joined the Company in June 2014 as Chief Operating Officer, and shortly thereafter
assumed the role of President and CEO following the Company’s spin-off of its Performance Fibers business. Prior to
joining the Company, Mr. Nunes served as President and CEO of Pope Resources/Olympic Resource Management
from 2002 to 2014. He joined Pope in 1997 as director of portfolio management, working with third-party investors and
timberland owners to develop and manage timberland investment portfolios. The following year, he was named Vice
President of portfolio development, and then served two years as Senior Vice President of acquisitions and portfolio
development before being named President and COO in 2000. Previously, Mr. Nunes spent nine years with the
Weyerhaeuser Company, joining the organization in 1988 as a business analyst and advancing through a number of
leadership roles to become director of corporate strategic planning. During his time with Weyerhaeuser, he gained
extensive experience involving export log sales and marketing, timberland acquisitions, mergers and acquisitions, and
capital planning. Mr. Nunes holds a Bachelors of Arts and Economics from Pomona College and an MBA from the
Tepper School of Business at Carnegie Mellon University.
Mark D. McHugh, 42, Mr. McHugh was appointed Senior Vice President and Chief Financial Officer in December
2014. He was previously Managing Director in the Real Estate Investment Banking group at Raymond James, where
he worked since 2008. Prior to joining Raymond James, Mr. McHugh was a Director in the Paper & Forest Products
Group at Credit Suisse, where he worked from 2000 to 2008. Mr. McHugh received his B.S.B.A. in Finance from the
University of Central Florida and his JD from Harvard Law School.
11
Douglas M. Long, 47, Mr. Long was appointed to Senior Vice President, U.S. Operations in December 2015. He was
named Vice President, U.S. Operations in November 2014. Prior to such appointment, Mr. Long served as Director,
Atlantic Region, U.S. Forest Resources. He joined the Company in 1995 as a GIS Forestry Analyst and has held
multiple positions of increasing responsibility within the forestry division. Mr. Long holds bachelor’s and master’s degrees
in Forest Resources and Conservation from the University of Florida.
Christopher T. Corr, 54, Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President,
Real Estate & Public Affairs and President, Raydient LLC. Prior to joining Rayonier, he served as Executive Vice
President, Buildings and Places for AECOM from 2008 to 2013. Prior to that, Mr. Corr held various positions with The
St. Joe Company between 1998 and 2008, most recently as Executive Vice President. From 1992 to 1998, Mr. Corr
was a senior manager with The Walt Disney Company, where he was a key member of the team that developed the
visionary town of Celebration near Orlando, Florida. From 1990-1992, Mr. Corr served as an elected member of the
Florida House of Representatives. He holds a Bachelor of Arts degree from the University of Florida and has completed
programs with the Harvard Real Estate Institute and the Wharton School of Business at University of Pennsylvania.
Mark R. Bridwell, 55, Mr. Bridwell was promoted to Vice President and General Counsel in June 2014 and assumed
the role of Corporate Secretary in March 2015. He joined the Company in 2006 as Associate General Counsel for
Performance Fibers. In 2009, he became Associate General Counsel for Timber and Real Estate and in 2012 was
promoted to Assistant General Counsel for Land Resources. Prior to joining Rayonier, Mr. Bridwell served as counsel
for six years at Siemens Corporation. Previously, he was an attorney for five years with the international law firms of
Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson. Mr. Bridwell has a B.S.B.A. in Finance
from the University of Central Florida, and an MBA and JD from Emory University.
Shelby L. Pyatt, 47, Ms. Pyatt was named Vice President, Human Resources in July 2014. Ms. Pyatt joined Rayonier
in 2003 as Manager, Compensation and became Director, Compensation and Employee Services in 2006. She was
named Director, Compensation, Benefits and Employee Services in 2009 before being promoted to her current position,
where she now also oversees IT. Prior to joining Rayonier, Ms. Pyatt held human resources positions with CSX
Corporation and Barnett Bank. Ms. Pyatt holds a bachelor’s degree in Business Management.
W. Rhett Rogers, 41, Mr. Rogers was appointed to Vice President, Portfolio Management in February 2017. In this
position, he oversees the Company’s acquisition and disposition activities, as well as its land information systems
function. He joined Rayonier in 2001 as a District Technical Forester, and has held numerous roles of increasing
responsibility, most recently as Director, Land Asset Management before being promoted to his current position. Mr.
Rogers holds a BS in Forestry from Louisiana Tech University, and both an MBA and MS in Forest Resources from
Mississippi State University.
EMPLOYEE RELATIONS
We currently employ approximately 334 people, of which approximately 250 are in the United States. We believe
relations with our employees are satisfactory.
AVAILABILITY OF REPORTS AND OTHER INFORMATION
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements
and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Securities Exchange Act
of 1934 are made available to the public free of charge in the Investor Relations section of our website www.rayonier.com,
shortly after we electronically file such material with, or furnish them to, the Securities and Exchange Commission
(“SEC”). Our corporate governance guidelines and charters of all committees of our board of directors are also available
on our website. The information on the Company’s website is not incorporated by reference into this annual report on
Form 10-K.
12
Item 1A. RISK FACTORS
Our operations are subject to a number of risks. When considering an investment in our securities, you should
carefully read and consider these risks, together with all other information in this Annual Report on Form 10-K. If any
of the events described in the following risk factors actually occur, our business, financial condition or operating results,
as well as the market price of our securities, could be materially adversely affected.
We are exposed to the cyclicality of the markets in which we operate and other factors beyond our control,
which could adversely affect our results of operations.
Some of the industries in which our end-use customers participate, such as the construction and home building
industries, the global pulp, packaging and paper industries and the real estate industry, are cyclical in nature, exposing
us to risks beyond our control, including general macroeconomic conditions, both in the U.S. and globally, as well as
local economic conditions.
In our Timber segments, the level of new residential construction activity and, to a lesser extent, home repair and
remodeling activity, is the primary driver of sawtimber demand. In addition, demand for logs can be affected by the
demand for wood chips in the pulp and paper and engineered wood products markets, as well as the bio-energy
production markets. The ongoing level of activity in these markets is subject to fluctuation due to future changes in
economic conditions, interest rates, credit availability, population growth, weather conditions and other factors. Changes
in global economic conditions, such as new timber supply sources and changes in currency exchange rates, foreign
interest rates and foreign and domestic trade policies, can also negatively impact demand for our timber and logs. In
addition, the industries in which these customers participate are highly competitive and may experience overcapacity
or reductions in demand, all of which may affect demand for and pricing of our products. For example, the supply of
timber and logs has historically increased during favorable pricing environments, which then causes downward pressure
on prices, and can have an adverse effect on our business.
In our Real Estate segment, our inability to sell our HBU properties at attractive prices could have a significant
effect on our results of operations. Demand for real estate can be affected by the availability of capital, changes in
interest rates, availability and terms of financing, governmental agencies, developers, conservation organizations,
individuals and others seeking to purchase our timberlands, our ability to obtain land use entitlements and other permits
necessary for our development activities, local real estate market economic conditions, competition from other sellers
of land and real estate developers, the relative illiquidity of real estate investments, employment rates, new housing
starts, population growth, demographics and federal, state and local land use, zoning and environmental protections
laws or regulations (including any changes in laws or regulations). In addition, changes in investor interest in purchasing
timberlands could reduce our ability to execute sales of non-strategic timberlands.
These macroeconomic and cyclical factors impacting our operations are beyond our control and, if such conditions
deteriorate or do not continue to improve, could have an adverse effect on our business.
Weather and other natural conditions may limit our timber harvest and sales.
Weather conditions and extreme events, timber growth cycles and restrictions on access (for example, due to
prolonged wet conditions) and other factors, including damage by fire, insect infestation, disease, prolonged drought
and natural disasters such as wind storms and hurricanes, may limit harvesting of our timberlands. The volume and
value of timber that can be harvested from our timberlands may be reduced by any such occurrence and other causes
beyond our control. As is typical in the forestry industry, we do not maintain insurance for any loss to our timber,
including losses due to fire and these other causes. These and other factors beyond our control could reduce our
timber inventory and accordingly, our sustainable yield, thereby adversely affecting our financial results and cash flows.
13
Entitlement and development of real estate entail a lengthy, uncertain and costly approval process, which
could adversely affect our ability to grow the businesses in our Real Estate segment.
Entitlement and development of real estate entail extensive approval processes involving multiple regulatory
jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state
and local governing and regulatory bodies. For example, in Florida, real estate projects must generally comply with
the provisions of the Community Planning Act and local land use, zoning and development regulations. In addition,
development projects in Florida that exceed certain specified regulatory thresholds (and are not located in a jurisdiction
classified as a dense urban land area) may require approval pursuant to specialized Comprehensive Plan evaluation
and process standards. Compliance with these and other regulations and standards is more time intensive and costly
and may require additional long range infrastructure review and approvals which can add to project cost. In addition,
development of properties containing delineated wetlands may be affected by revisions to the definition of wetlands
subject to state and/or federal regulation and may require one or more permits from the U.S. federal government and/
or state and local governmental agencies. Any of these issues can materially affect the cost, timing and economic
viability of our real estate projects.
The real estate entitlement process is frequently a political one, which involves uncertainty and often extensive
negotiation and concessions in order to secure the necessary approvals and permits. In the U.S., a significant amount
of our development property is located in counties in which local governments face challenging issues relating to
growth and development, including zoning and future land use, public services, water availability, transportation and
other infrastructure, and funding for same, and the requirements of state law, especially in the case of Florida under
the Community Planning Act process standards. In addition, anti-development groups are active, especially in Florida,
in filing litigation to oppose particular entitlement activities and development projects, and in seeking legislation and
other anti-development limitations on real estate development activities. We expect this type of anti-development
activity to continue in the future.
Issues affecting real estate development also include the availability of potable water for new development projects.
For example, the Georgia Legislature enacted the Comprehensive Statewide Watershed Management Planning Act,
which, among other things, created a governmental entity called the Georgia Water Council which was charged with
preparing a comprehensive water management plan for the state and presenting it to the Georgia Legislature. It is
unclear at this time how the plan will affect the cost and timing of real estate development along the southern Georgia
coast, where the Company has significant timberland holdings with downstream real estate development potential.
Concerns about the availability of potable water also exist in certain Florida counties, which could impact future growth
opportunities.
Changes in the laws, or interpretation or enforcement thereof, regarding the use and development of real estate,
changes in the political composition of state and local governmental bodies, and the identification of new facts regarding
our properties could lead to new or greater costs and delays and liabilities that could materially adversely affect our
business, profitability or financial condition.
Changes in energy and fuel costs could affect our results of operations and financial condition.
Energy costs are a significant operating expense for our logging and hauling contractors and for the contractors
who support the customers of our standing timber. Energy costs can be volatile and are susceptible to rapid and
substantial increases or decreases due to factors beyond our control, such as changing economic conditions, political
unrest, instability in energy-producing nations, and supply and demand considerations. Although the price of oil has
recently decreased, increases in the price of oil could adversely affect our business, financial condition and results of
operations. In addition, an increase in fuel costs, and its impact on the cost and availability of transportation for our
products, both domestically and internationally, and the cost and availability of third-party logging and hauling
contractors, could have a material adverse effect on the operating costs of our contractors and our standing timber
customers, as well as in defining economically accessible timber stands. Such factors could in turn have a material
adverse effect on our business, financial condition and results of operations, particularly in our Timber segments and
Trading segment.
14
We depend on third parties for logging and transportation services and increases in the costs or decreases
in the availability of quality service providers could adversely affect our business.
Our Timber segments depend on logging and transportation services provided by third parties, both domestically
and internationally, including by railroad, trucks, or ships. If any of our transportation providers were to fail to deliver
timber supply or logs to our customers in a timely manner, or were to damage timber supply or logs during transport,
we may be unable to sell it at full value, or at all. During the global financial crisis and subsequent downturn in U.S.
housing starts, timber harvest volumes declined significantly. As a result, many logging contractors, particularly cable
logging operators in the western U.S., permanently shut down their operations. As harvest levels have returned to
higher levels with the recovery in U.S. housing starts, this shortage of logging contractors has resulted in sharp increases
in logging costs and in the availability of logging contractors. It is expected that the supply of qualified logging contractors
will be impacted by the availability of debt financing for equipment purchases as well as a sufficient supply of adequately
trained loggers. As housing starts continue to recover, harvest levels are expected to increase, placing more pressure
on the existing supply of logging contractors. Any significant failure or unavailability of third-party logging or
transportation providers, or increases in transportation rates or fuel costs, may result in higher logging costs or the
inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost.
Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business.
We are subject to risks associated with doing business outside of the U.S.
Although the majority of our customers are in the U.S., a significant portion of our sales are to end markets outside
of the U.S., including China, South Korea, Japan, Taiwan, India, Vietnam and New Zealand. The export of our products
into international markets results in risks inherent in conducting business pursuant to international laws, regulations
and customs. We expect that international sales will continue to contribute to future growth. The risks associated with
our business outside the U.S. include:
•
•
•
•
•
•
•
•
•
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;
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 changes in trade policies under consideration by the current presidential administration.
These risks could adversely affect our business, financial condition and results of operations.
15
Our estimates of timber inventories and growth rates may be inaccurate, include risks inherent to such
estimates and may impair our ability to realize expected revenues.
We rely upon estimates of merchantable timber inventories (which include judgments regarding inventories that
may be lawfully and economically harvested), timber growth rates and end-product yields when acquiring and managing
working forests. These estimates, which are inherently inexact and uncertain in nature, are central to forecasting our
anticipated timber revenues and expected cash flows. Growth rates and end-product yield estimates are developed
using statistical sampling, harvest results and growth and yield modeling, in conjunction with industry research
cooperatives and by in-house forest biometricians, using measurements of trees in research plots spread across our
timberland holdings. The growth equations predict the rate of height and diameter growth of trees so that foresters
can estimate the volume of timber that may be present in the tree stand at a given age. Tree growth varies by soil
type, geographic area, and climate. Inappropriate application of growth equations in forest management planning may
lead to inaccurate estimates of future volumes. If the assumptions we rely upon change or these estimates are
inaccurate, our ability to manage our timberlands in a sustainable or profitable manner may be diminished, which may
cause our results of operations and our stock price to be adversely affected.
Our businesses are subject to extensive environmental laws and regulations that may restrict or adversely
affect our ability to conduct our business.
Environmental laws and regulations are constantly changing and are generally becoming more restrictive. Laws,
regulations and related judicial decisions and administrative interpretations affecting our business are subject to change,
and new laws and regulations are frequently enacted. These changes may adversely affect our ability to harvest and
sell timber, remediate contaminated properties and/or entitle real estate. These laws and regulations may relate to,
among other things, the protection of timberlands and endangered species, recreation and aesthetics, protection and
restoration of natural resources, surface water quality, timber harvesting practices, and remedial standards for
contaminated property and groundwater. Over time, the complexity and stringency of these laws and regulations have
increased and the enforcement of these laws and regulations has intensified. For example, the U.S. Environmental
Protection Agency (“EPA”) has pursued a number of initiatives that, if implemented, could impose additional operational
and pollution control obligations on industrial facilities like those of Rayonier’s customers, especially in the area of air
emissions and wastewater and stormwater control. In addition, as a result of certain judicial rulings and state and
federal initiatives, including some that would require timberland operators to obtain permits to conduct certain ordinary
course forestry activities, silvicultural practices on our timberlands could be impacted in the future. Environmental laws
and regulations will likely continue to become more restrictive and over time could adversely affect our business,
financial condition and results of operations.
If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be
adversely affected. We are required to seek permission from government agencies in the states and countries in which
we operate to perform certain activities related to our properties. Any of these agencies could delay review of, or reject,
any of our filings. In our Southern Timber, Pacific Northwest Timber and New Zealand Timber segments, any delay
associated with a filing could result in a delay or restriction in replanting, thinning, insect control, fire control or harvesting,
any of which could have an adverse effect on our operating results. For example, in Washington State, we are required
to file a Forest Practice Application for each unit of timberland to be harvested. These applications may be denied,
conditioned or restricted by the regulatory agency. Actions by the regulatory agencies could delay or restrict timber
harvest activities pursuant to these permits. Delays or harvest restrictions on a significant number of applications could
have an adverse effect on our operating results.
Environmental groups and interested individuals may seek to delay or prevent a variety of operations. We expect
that environmental groups and interested individuals will intervene with increasing frequency in the regulatory processes
in the states and countries where we own, lease or manage timberlands. For example, in Washington State,
environmental groups and interested individuals may appeal individual forest practice applications or file petitions with
the Forest Practices Board to challenge the regulations under which forest practices are approved. These and other
challenges could materially delay or prevent operations on our properties. For example, interveners at times may bring
legal action in Florida in opposition to entitlement and change of use of timberlands to commercial, industrial or
residential use. Delays or restrictions due to the intervention of environmental groups or interested individuals could
adversely affect our operating results. In addition to intervention in regulatory proceedings, interested groups and
individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital
improvements or pursuing operating plans. Any threatened or actual lawsuit could delay harvesting on our timberlands,
affect how we operate or limit our ability to modify or invest in our real estate. Among the remedies that could be
enforced in a lawsuit is a judgment preventing or restricting harvesting on a portion of our timberlands.
16
Third-party operators may create environmental liabilities. We lease and/or grant easements across some of our
properties to third-party operators for the purpose of operating communications towers, generating renewable energy
(wind and solar), operating pipelines for the transport of gases and liquids, and exploring, extracting, developing and
producing oil, gas, rock and other minerals. These activities are subject to federal, state and local laws and regulations.
These operations may also create risk of environmental liabilities for an unlawful discharge of oil, gas, chemicals or
other materials into the air, soil or water. Generally, these third-party operators indemnify us against any such liability,
and we require that they maintain liability insurance. However, if for any reason our third-party operators are not able
to honor their obligations to us, or if the required insurance is not in effect, then it is possible that we could be responsible
for costs associated with environmental liability caused by such third-party operators.
The impact of existing regulatory restrictions on future harvesting activities may be significant. U.S. federal, state
and local laws and regulations, as well as those of other countries, which are intended to protect threatened and
endangered species, as well as waterways and wetlands, limit and may prevent timber harvesting, road building and
other activities on our timberlands. Restrictions relating to threatened and endangered species apply to activities that
would adversely impact a protected species or significantly degrade its habitat. The size of the restricted area varies
depending on the protected species, the time of year and other factors, but can range from less than one acre to
several thousand acres. A number of species that naturally live on or near our timberlands, including, among others,
the northern spotted owl, marbled murrelet, several species of salmon and trout in the Pacific Northwest, and the red
cockaded woodpecker, red hills salamander and eastern indigo snake in the Southeast, are protected under the Federal
Endangered Species Act (the “ESA”) or similar U.S. federal and state laws. A significant number of other species, such
as the southeastern gopher tortoise and certain species of southern pine snake are currently under review for possible
protection under the ESA. As we gain additional information regarding the presence of threatened or endangered
species on our timberlands, or if other regulations, such as those that require buffers to protect water bodies, become
more restrictive, the amount of our timberlands subject to harvest restrictions could increase.
We formerly owned or operated or may own or acquire timberlands or properties that may require environmental
remediation or otherwise be subject to environmental and other liabilities. We owned or operated manufacturing facilities
and discontinued operations that we do not currently own, and we may currently own or may acquire timberlands and
other properties in the future that are subject to environmental liabilities, such as remediation of soil, sediment and
groundwater contamination and other existing or potential liabilities. In connection with the spin-off of our Performance
Fibers business, and pursuant to the related Separation and Distribution Agreement between us and Rayonier
Advanced Materials, Rayonier Advanced Materials has assumed any environmental liability of ours in connection with
the manufacturing facilities and discontinued operations related to the Performance Fibers business and has agreed
to indemnify and hold us harmless in connection with such environmental liabilities. However, in the event we seek
indemnification from Rayonier Advanced Materials, we cannot provide any assurance that a court will enforce our
indemnification right if challenged by Rayonier Advanced Materials or that Rayonier Advanced Materials will be able
to fund any amounts for indemnification owed to us. In addition, the cost of investigation and remediation of contaminated
timberlands and properties that we currently own or acquire in the future could increase operating costs and adversely
affect financial results. We could also incur substantial costs, such as civil or criminal fines, sanctions and enforcement
actions (including orders limiting our operations or requiring corrective measures, installation of pollution control
equipment or other remedial actions), clean-up and closure costs, and third-party claims for property damage and
personal injury as a result of violations of, or liabilities under, environmental laws and regulations related to such
timberlands or properties.
The industries in which we operate are highly competitive.
The markets in which we operate are highly competitive, and we compete with companies that have substantially
greater financial resources than we do in each of these businesses. The competitive pressures relating to our Timber
segments are primarily driven by quantity of product supply and quality of the timber offered by competitors in the
domestic and export markets, each of which may impact pricing. With respect to our Real Estate segment, we compete
with other owners of entitled and unentitled properties. Each property has unique attributes, but overall quantity of
supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate
are the most significant competitive drivers. The market in which our Trading segment operates remains very competitive
with over 20 entities competing for export log supply at different ports across New Zealand.
17
Our strategy will be adversely affected if we are unable to make future acquisitions.
We have pursued, and intend to continue to pursue, acquisitions of timberland and real estate properties that meet
our investment criteria and achieve our strategic goals of growing the size and average quality of our land base. The
ability to grow through acquisitions or other investments depends upon our ability to identify, negotiate, complete and
integrate suitable acquisitions or joint venture arrangements. In addition, the discount rate we use in our acquisition
underwriting has to meet our internal hurdle rate while also being competitive with that of other timberland REITs and
TIMOs. In particular, our future success and growth depend upon our ability to make acquisitions that increase
merchantable timber inventory and complement the existing age-class structure of our ownership. If we are unable to
make acquisitions on acceptable terms or that do not support our strategic goals, our revenues and cash flows may
stagnate or decline.
Our inability to access the capital markets could adversely affect our business strategy and competitive
position.
Due to the REIT income distribution requirements, we rely significantly on external sources of capital to finance
growth and acquisitions. Both our ability to obtain financing and the related costs of borrowing are affected by a number
of factors, many of which are outside of our control, including a decline in general market conditions, decreased market
liquidity, a downgrade to our public debt rating, increases in interest rates, an unfavorable market perception of our
growth potential, a decrease in our current or estimated future earnings or a decrease in the market price of our common
stock. If capital is not available when needed, or is available only on unfavorable terms relative to other timberland
REITs or TIMOs, or not at all, we may be unable to complete acquisitions or otherwise take advantage of business
opportunities or respond to competitive pressures. As of December 31, 2017, our credit ratings from S&P and Moody’s
Investors Service (Moody’s) were BBB- and Baa3, respectively. Any combination of the factors described above,
including our failure to maintain our investment grade credit rating, could prevent us from obtaining the capital we
require on terms that are acceptable to us, or at all, which could adversely affect our business, liquidity and competitive
position.
We are subject to risks associated with an increase in market interest rates.
One of the factors that may influence the price of our common shares is our annual dividend yield as compared
to yields on other financial instruments. Thus, an increase in market interest rates could result in higher yields on other
financial instruments and could adversely affect relative attractiveness of an investment in the Company and,
accordingly, the trading price of our common shares. An increase in market interest rates could cause increases in
discount rates and, accordingly, a decline in property values and total returns for timberland assets. An increase in
market interest rates would also negatively impact financing costs on our floating rate debt as well as any additional
debt we may raise.
Investment returns on pension assets may be lower than expected or interest rates may decline, requiring us
to make significant additional cash contributions to our benefit plans.
We sponsor now frozen defined benefit pension plans, which covered a portion of our salaried and hourly
employees. The Federal Pension Protection Act of 2006 requires that certain capitalization levels be maintained in
each of these benefit plans. At December 31, 2017, our qualified plan was underfunded by approximately $29 million.
We estimate that we are subject to approximately $2.9 million of pension contribution requirements in 2018. Because
it is unknown what the investment return on pension assets will be in future years or what interest rates may be at any
point in time, we cannot provide any assurance that applicable law will not require us to make future material plan
contributions. Any such contributions could adversely affect our financial condition. See Item 7 — Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Use of
Estimates for additional information about these plans, including funding status.
18
The impacts of climate-related initiatives, at the international, U.S. federal and state levels, remain uncertain
at this time.
There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address
domestic and global climate issues. Within the U.S., most of these proposals would regulate and/or tax the production
of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound emissions into the
atmosphere, and provide tax and other incentives to produce and use “cleaner” energy.
In late 2009, the EPA issued an “endangerment finding” under the Clean Air Act with respect to certain greenhouse
gases, leading to the regulation of carbon dioxide as a pollutant under the Clean Air Act and having significant
ramifications for Rayonier and the industry in general. In this regard, the EPA has published various regulations,
affecting the operation of existing and new industrial facilities that emit carbon dioxide. As a result of the EPA’s decision
to regulate greenhouse gases under the Clean Air Act, states will now have to consider them in permitting new or
modified facilities.
Overall, it is reasonably likely that legislative and regulatory activity in this area will in some way affect Rayonier
and the U.S. customers of our Southern Timber and Pacific Northwest Timber segments, but it is unclear at this time
what the nature of the impact will be. We continue to monitor political and regulatory developments in this area, but
their overall impact on Rayonier, from a cost, benefit and financial performance standpoint remains uncertain at this
time. In addition, the EPA has yet to finalize the treatment of biomass under greenhouse gas regulatory schemes,
leaving Rayonier’s biomass customers in a position of uncertainty.
REIT AND TAX-RELATED RISKS
Loss of our REIT status would adversely affect our cash flow and stock price.
We intend to continue to operate in accordance with REIT requirements pursuant to the Internal Revenue Code
of 1986, as amended (the “Code”), and related U.S. Treasury regulations and administrative guidance. Qualification
as a REIT involves the application of highly technical and complex provisions of the Code, which are subject to change,
perhaps retroactively, and which are not within our control. We cannot assure that we will remain qualified as a REIT
or that new legislation, U.S. Treasury regulations, administrative interpretations or court decisions will not significantly
affect our ability to remain qualified as a REIT or the U.S. federal income tax consequences of such qualification.
We continually monitor and test our compliance with all REIT requirements. In particular, we regularly test our
compliance with the REIT “asset tests,” which require generally that, at the close of each calendar quarter, (1) at least
75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as
timberlands), including leaseholds and options to acquire real property and leaseholds, as well as cash and cash items
and certain other specified assets, (2) no more than 25% of the market value of our total assets may consist of other
assets that are not qualifying assets for purposes of the 75% test in clause (1) above and (3) for calendar years prior
to 2018, no more than 25% of the market value of our total assets may consist of the securities of one or more “taxable
REIT subsidiaries.”
If in any taxable year we fail to qualify as a REIT, we will not be allowed a deduction for dividends paid to shareholders
in computing our taxable income and we will be subject to U.S. federal income tax on our REIT taxable income. In
addition, we will be disqualified from qualification as a REIT for the four taxable years following the year during which
the qualification was lost, unless we are entitled to relief under certain provisions of the Code. As a result, our net
income and the cash available for distribution to our shareholders could be reduced for up to five years or longer, which
could have a material adverse effect on our financial condition.
As of December 31, 2017, Rayonier is in compliance with the asset tests described above.
If we fail to remain qualified as a REIT, we may need to borrow funds or liquidate some investments or assets to
pay any resulting additional tax liability. Accordingly, cash available for distribution to our shareholders would be reduced.
19
Certain of our business activities are potentially subject to prohibited transactions tax.
As a REIT, we will be subject to a 100% tax on any net income from “prohibited transactions.” In general, prohibited
transactions are sales or other dispositions of property to customers in the ordinary course of business. Sales of logs,
and dealer sales of timberlands or other real estate, constitute prohibited transactions.
We intend to avoid the 100% prohibited transactions tax by conducting activities that would otherwise be prohibited
transactions through one or more taxable REIT subsidiaries. We may not, however, always be able to identify timberland
properties that become part of our “dealer” real estate sales business. Therefore, if we sell timberlands which we
incorrectly identify as property not held for sale to customers in the ordinary course of business or which subsequently
become properties held for sale to customers in the ordinary course of business, we may be subject to the 100%
prohibited transactions tax.
Our cash dividends are not guaranteed and may fluctuate.
Generally, REITs are required to distribute 90% of their ordinary taxable income, but not their net capital gains
income. Accordingly, we do not generally believe that we are required to distribute material amounts of cash since
substantially all of our taxable income is generally treated as capital gains income. However, a REIT must pay corporate
level tax on its undistributed taxable income and capital gains.
Our Board of Directors, in its sole discretion, determines the amount of quarterly dividends to be paid to our
shareholders based on consideration of a number of factors. These factors include, but are not limited to, our results
of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and
other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions
and divestitures, harvest levels, changes in the price and demand for our products and general market demand for
timberlands, including those timberland properties that have higher and better uses. Consequently, our dividend levels
may fluctuate.
Lack of shareholder ownership and transfer restrictions in our articles of incorporation may affect our ability
to qualify as a REIT.
In order to qualify as a REIT, an entity cannot have five or fewer individuals who own, directly or indirectly after
applying attribution of ownership rules, 50% or more of the value of its outstanding shares during the last six months
in each calendar year. Although it is not required by law or the REIT provisions of the Code, almost all REITs have
adopted ownership and transfer restrictions in their articles of incorporation or organizational documents which seek
to assure compliance with that rule. While we are not in violation of the ownership rules, we do not have, nor do we
have any current plans to adopt, share ownership and transfer restrictions. As such, the possibility exists that five or
fewer individuals could acquire 50% or more of the value of our outstanding shares, which could result in our
disqualification as a REIT.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
20
Item 2.
PROPERTIES
The following table provides a breakdown of our timberland holdings as of September 30, 2017 and December 31,
2017:
(acres in 000s)
As of September 30, 2017
As of December 31, 2017
Owned
Leased
Total
Owned
Leased
Total
Alabama
Arkansas
Florida
Georgia
Louisiana
Mississippi
Oklahoma
South Carolina
Tennessee
Texas
Pacific Northwest
Oregon
Washington
New Zealand (a)
Total
254
—
281
618
144
67
92
18
1
182
1,657
61
316
377
179
2,213
24
13
101
104
1
—
—
—
—
—
243
—
1
1
250
494
278
13
382
722
145
67
92
18
1
182
1,900
61
317
378
429
2,707
229
—
274
622
144
67
92
18
1
182
1,629
61
316
377
179
2,185
14
11
83
82
1
—
—
—
—
—
191
—
1
1
231
423
243
11
357
704
145
67
92
18
1
182
1,820
61
317
378
410
2,608
(a) Represents legal acres owned and leased by the New Zealand JV, in which Rayonier owns a 77% interest. As of December 31, 2017, legal
acres in New Zealand were comprised of 293,000 plantable acres and 117,000 non-productive acres.
21
The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31,
2016 to December 31, 2017:
(acres in 000s)
Southern
Alabama
Florida
Georgia
Louisiana
Mississippi
Oklahoma
South Carolina
Tennessee
Texas
Pacific Northwest
Oregon
Washington
New Zealand (a)
Total
December 31,
2016
Acquisitions
Sales
Other
December 31,
2017
Acres Owned
284
281
554
145
67
92
—
1
187
1,611
61
316
377
179
2,167
—
4
68
—
—
—
18
—
—
90
—
—
—
—
90
(55)
(11)
—
(1)
—
—
—
—
(5)
(72)
—
—
—
—
(72)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
229
274
622
144
67
92
18
1
182
1,629
61
316
377
179
2,185
(a) Represents legal acres owned by the New Zealand JV, in which Rayonier has a 77% interest.
(acres in 000s)
Southern
Alabama
Arkansas
Florida
Georgia
Louisiana
Pacific Northwest
Washington
New Zealand (c)
Total
December 31,
2016
New Leases
Acres Leased
Sold/Expired
Leases (a)
Other (b)
December 31,
2017
24
14
92
107
1
238
1
254
493
—
—
11
—
—
11
—
8
19
(10)
(3)
(20)
(20)
—
(53)
—
(31)
(84)
—
—
—
(5)
—
(5)
—
—
(5)
14
11
83
82
1
191
1
231
423
(a)
Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
(b)
Includes leased acres purchased by Rayonier and adjustments for land mapping reviews.
(c) Represents legal acres leased by the New Zealand JV, in which Rayonier has a 77% interest.
22
TIMBERLAND LEASES
U.S. timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some
cases. New Zealand timberland lease terms typically range between 30 and 99 years. New Zealand lease arrangements
are generally comprised of Crown Forest Licenses (“CFLs”), forestry rights and land leases. A CFL is a license
arrangement with the New Zealand government to use public or government-owned land to operate a commercial
forest. CFLs generally 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. Alternatively,
some CFLs extend for a specific term. Once a CFL is terminated, the Company may be able to obtain a forestry right
from the subsequent owner. A forestry right is a license arrangement with a private entity or native tribal group to use
their lands to operate a commercial forest. Forestry rights terminate either upon the issuance of a termination notice,
which can last 35 to 45 years, or completion of harvest.
As of December 31, 2017, the New Zealand JV has three CFLs comprising 10,000 acres under termination notice
that are currently being relinquished as harvest activities are concluding, as well as two fixed-term CFLs comprising
3,000 acres expiring in 2062. Additionally, the New Zealand JV has two forestry rights comprising 33,000 acres under
termination notice, terminating in 2028 and 2031.
The following table details the Company’s acres under lease as of December 31, 2017 by type of lease and
estimated lease expiration:
(acres in 000s)
Location
Southern U.S. ......... Fixed Term
Type of Lease
Fixed Term with Renewal Option
Pacific Northwest .... Fixed Term
New Zealand .......... CFL - Perpetual (a)
CFL - Fixed Term (a)
CFL - Terminating (a)
Forestry Right (a)
Fixed Term Land Leases
Total Acres under Long-term Leases ..........................
Total
2018-2027
2028-2037
2038-2047
Thereafter
170
120
21
1
83
3
10
118
17
423
21
1
—
—
—
13
—
155
44
—
—
—
—
—
26
1
71
—
—
—
—
—
9
6
—
15
6
—
—
83
3
1
73
16
182
(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.
23
The following table details the Company’s estimated leased acres, lease expirations and lease costs over the
next five years:
(acres and dollars in 000s, except per acre amounts)
Location
Southern U.S. ............
2018
2019
2020
2021
2022
Pacific Northwest (b) ..
New Zealand ..............
Leased Acres Expiring
Year-end Leased Acres
Estimated Annual Lease Cost (a)
Average Lease Cost per Acre
Leased Acres Expiring
Year-End Leased Acres
Leased Acres Expiring
Year-end Leased Acres
Estimated Annual Lease Cost (a)(d)
Average Lease Cost per Acre (c)(d)
19
172
$5,323
$23.56
—
1
1
230
$4,375
$25.09
12
160
$4,963
$24.83
1
—
1
229
$4,339
$24.67
7
153
$4,714
$25.53
—
—
1
228
$4,326
$24.67
6
147
$4,558
$24.89
—
—
1
227
$4,308
$24.67
11
136
$4,534
$26.09
—
—
4
223
$4,283
$25.43
(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.
OTHER NON-TIMBERLAND LEASES
In addition to our timberland holdings, we lease properties for certain office locations. Our significant leased properties
include a regional office in Lufkin, Texas; our Pacific Northwest Timber offices in Hoquiam, Washington and our New
Zealand Timber and Trading headquarters in Auckland, New Zealand.
Item 3.
LEGAL PROCEEDINGS
The information set forth under Note 10 — Contingencies is incorporated herein by reference.
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
24
PART II
Item 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET PRICES OF OUR COMMON SHARES; DIVIDENDS
The table below reflects, for the quarters indicated, the dividends declared per share and the highest and lowest
intraday sales prices of our common shares as reported in the consolidated transaction reporting system of the NYSE,
the only exchange on which our shares are listed, under the trading symbol RYN.
High
Low
Dividends
2017
2016
Fourth Quarter .................................................................................................. $31.91
Third Quarter .................................................................................................... $29.75
Second Quarter ................................................................................................ $29.47
First Quarter ..................................................................................................... $29.86
Fourth Quarter .................................................................................................. $28.47
Third Quarter .................................................................................................... $28.16
Second Quarter ................................................................................................ $26.37
First Quarter ..................................................................................................... $24.80
$28.78
$27.71
$26.85
$26.54
$25.24
$25.50
$24.01
$17.85
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
The table below summarizes the tax characteristics of the dividend paid to shareholders on a percentage basis
for the three years ended December 31, 2017:
Total cash dividend per common share .....................................................
Tax characteristics: ....................................................................................
Capital gain ...............................................................................................
Qualified ....................................................................................................
Non-dividend distribution ...........................................................................
2017
$1.00
2016
$1.00
2015
$1.00
100.00%
100.00%
—
—
—
—
90.47%
—
9.53%
HOLDERS
There were approximately 5,970 shareholders of record of our Common Shares on February 16, 2018.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
See Note 16 — Incentive Stock Plans for information on securities that are authorized for issuance under The
Rayonier Incentive Stock Plan (“the Stock Plan”).
SHELF REGISTRATIONS
In May 2004, we completed a Form S-4 acquisition shelf registration to offer and issue 7.0 million common shares
for the acquisition of other businesses, assets or properties. As of December 31, 2017, no common shares have been
offered or issued under the Form S-4 shelf registration. In April 2015, we filed a universal shelf registration giving us
the ability to issue and sell an indeterminate amount of various types of debt and equity securities. In March 2017,
5.75 million common shares were offered and sold under the universal shelf registration to finance a portion of the
company’s acquisition of approximately 95,100 acres of timberlands in Florida, Georgia and South Carolina. As of
December 31, 2017, no other securities have been offered or issued under the universal shelf registration.
25
ISSUER REPURCHASES
In February 2016, the Board of Directors approved the repurchase of up to $100 million of Rayonier’s common
shares (the “share repurchase program”) to be made at management’s and the Board of Directors’ discretion. The
program has no time limit and may be suspended or discontinued at any time. There were no shares repurchased
under this program in the fourth quarter of 2017. As of December 31, 2017, there was $99.3 million, or approximately
3,139,754 shares based on the period-end closing stock price of $31.63, remaining under the program.
In 1996, we began a Common Share repurchase program (the “anti-dilutive program”) to minimize the dilutive
effect of our employee incentive stock plans on earnings per share. This program limits the number of shares that may
be purchased each year to the greater of 1.5% of outstanding shares at the beginning of the year or the number of
incentive shares issued to employees during the year. In October 2000, July 2003 and October 2011, our Board of
Directors authorized the purchase of shares under the program totaling 2.1 million shares. The anti-dilutive program
does not have an expiration date. There were no shares purchased under this program in the fourth quarter of 2017
and there were 3,778,625 shares available for purchase at December 31, 2017.
The following table provides information regarding our purchases of Rayonier common stock during the quarter
ended December 31, 2017:
Period
October 1 to October 31................................
November 1 to November 30 ........................
December 1 to December 31 ........................
Total .................................
Total
Number of
Shares
Purchased
(a)
—
—
5,608
5,608
Average
Price
Paid per
Share
—
—
31.41
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)
—
—
—
—
6,918,379
6,918,379
6,918,379
6,918,379
(a)
Includes 5,608 shares of the Company’s common stock purchased in December 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 stock on the respective vesting dates of the awards.
(b) Maximum number of shares authorized to be purchased as of December 31, 2017 include 3,778,625 under the 1996 anti-dilutive program.
26
STOCK PERFORMANCE GRAPH
The following graph compares the performance of Rayonier’s Common Shares (assuming reinvestment of
dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices (the
S&P Global Timber and Forestry Index and the S&P 1500 Real Estate Index).1 This graph has been adjusted to reflect
the spin-off of the Performance Fibers business in 2014.
The table and related information shall not be deemed to be “filed” with the SEC, nor shall such information be
incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934,
each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
The data in the following table was used to create the above graph as of December 31:
2012
Rayonier Inc. ................................................................................... $100
S&P 500® Index ...............................................................................
100
S&P® Global Timber and Forestry Index ..........................................
S&P® 1500 Real Estate Sector Index1 .............................................
100
100
2013
$84
132
117
105
2014
$79
151
118
137
2015
$66
153
107
146
2016
$82
171
118
155
2017
$101
208
155
177
1 Based on constituents as of December 31, 2017 and excludes entities that were not publicly traded for the entire comparative period.
27
Item 6.
SELECTED FINANCIAL DATA
The following financial data should be read in conjunction with our Consolidated Financial Statements.
At or For the Years Ended December 31,
2013
2015
2017
(dollar amounts in millions, except per share data)
2014
2016
Profitability:
Sales (a)
.................................................................................................
Operating income (a)(b) ..........................................................................
Income from continuing operations attributable to Rayonier Inc. (a)(b) ...
Diluted earnings per common share from continuing operations .............
$819.6
$815.9
$568.8
$624.0
$682.8
215.5
148.8
1.16
255.8
212.0
1.73
77.8
46.2
0.37
98.3
55.9
0.43
108.7
103.9
0.80
Financial Condition:
Total assets (a) ....................................................................................... $2,858.5
Total debt (a) ...........................................................................................
1,025.4
Shareholders’ equity ...............................................................................
Shareholders’ equity — per share ...........................................................
1,693.0
13.13
$2,685.8
$2,315.9
$2,449.9
$3,680.1
1,061.9
1,496.9
12.18
830.6
748.3
1,361.7
1,575.2
11.09
12.51
1,568.8
1,755.2
13.90
Cash Flows:
Cash provided by operating activities ......................................................
Cash used for investing activities ............................................................
Cash used for (provided by) for financing activities .................................
Depreciation, depletion and amortization ................................................
Cash dividends paid ...............................................................................
Dividends paid — per share ....................................................................
$256.3
223.2
$203.8
283.2
6.9
(114.4)
127.6
127.1
$1.00
115.1
122.8
$1.00
$177.2
$320.4
$546.8
166.3
116.5
113.7
124.9
$1.00
196.7
161.4
120.0
257.5
$2.03
470.5
157.1
116.9
237.0
$1.86
Non-GAAP Financial Measures:
Adjusted EBITDA (c)
Southern Timber ..............................................................................
Pacific Northwest Timber .................................................................
New Zealand Timber ........................................................................
Real Estate ......................................................................................
Trading ............................................................................................
$91.6
33.1
109.0
71.6
4.6
$92.9
$101.0
$97.9
$87.2
21.2
58.3
84.7
2.0
21.7
33.0
70.8
1.2
50.8
46.0
48.4
1.7
54.1
38.3
57.8
1.8
Corporate and other .........................................................................
(19.4)
(19.4)
(19.7)
(31.3)
(45.3)
Total Adjusted EBITDA (c) ......................................................
$290.5
$239.7
$208.0
$213.5
$193.9
Other:
Timberland and real estate acres — owned, leased, or managed, in
millions of acres ..................................................................................
2.6
2.7
2.7
2.7
2.7
28
Selected Operating Data:
Timber
Sales volume (thousands of tons)
Southern ....................................................................................
Pacific Northwest (d) .................................................................
New Zealand Domestic (e) ........................................................
New Zealand Export (e) .............................................................
Total Sales Volume ...............................................................
Real Estate — acres sold
Improved Development
.............................................................
Unimproved Development .........................................................
Rural
.........................................................................................
Non-Strategic / Timberlands ......................................................
Large Dispositions (f)(g) ............................................................
Total Acres Sold ....................................................................
2017
5,314
1,247
1,300
1,239
9,100
23
1,449
6,344
16,007
49,599
73,422
For the Years Ended December 31,
2015
2014
2016
5,317
1,195
1,204
1,017
8,733
47
206
6,684
28,743
92,434
5,492
1,243
1,346
1,065
9,146
74
699
8,754
23,602
—
128,114
33,129
5,296
1,664
1,462
898
9,320
—
852
18,077
6,363
19,556
44,848
2013
5,292
1,979
1,271
651
9,193
45
281
13,833
13,360
149,428
176,947
(a)
In April 2013, the Company increased its interest in the New Zealand JV to 65% and began consolidating the New Zealand JV's results of operations
and balance sheet.
(b) The 2017, 2016 and 2014 results included $67.0 million, $143.9 million and $21.4 million, respectively, related to Large Dispositions. The 2013
results included a $16.2 million gain related to the consolidation of the New Zealand JV and $25.7 million related to Large Dispositions.
(c) 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 real estate sold, costs related to shareholder litigation, gain on foreign currency derivatives, costs related to the spin-off of
the Performance Fibers business, internal review and restatement costs, Large Dispositions, discontinued operations, and the gain related to the
consolidation of the New Zealand joint venture. 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.
(d) 2013 results include sales volumes from New York timberlands.
(e) New Zealand sales volume for 2013 includes volumes sold subsequent to the April 2013 consolidation.
(f) 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.
(g) The 2013 results included a fourth quarter sale of approximately 128,000 acres of New York timberlands.
29
Reconciliation of Operating Income (Loss) by Segment to Adjusted EBITDA by Segment
(dollars in millions)
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and
other
Total
2017
Operating income .................................................................
Add:
Add:
Add:
Less:
Depreciation, depletion and amortization ................
Non-cash cost of land and improved development .
Costs related to shareholder litigation (a) ...............
Large Dispositions ..................................................
$42.2
49.4
—
—
—
$1.1
32.0
—
—
—
Adjusted EBITDA .................................................................
$91.6
$33.1
$109.0
2016
$72.5
$116.0
$4.6
($20.9)
$215.5
36.4
0.1
—
—
9.0
13.6
—
(67.0)
$71.6
—
—
—
—
0.8
—
0.7
—
127.6
13.7
0.7
(67.0)
$4.6
($19.4)
$290.5
Operating income (loss) .......................................................
Add:
Add:
Add:
Add:
Depreciation, depletion and amortization ................
Non-cash cost of land and improved development .
Costs related to shareholder litigation (a) ...............
Gain on foreign currency derivatives (b) .................
Less:
Large Dispositions ..................................................
$43.1
49.8
($4.0)
25.2
—
—
—
—
—
—
—
—
$33.1
$202.4
$2.0
($20.8)
$255.8
23.4
1.8
—
—
—
16.3
9.9
—
—
(143.9)
—
—
—
—
—
0.4
—
2.2
115.1
11.7
2.2
(1.2)
(1.2)
— (143.9)
Adjusted EBITDA .................................................................
$92.9
$21.2
$58.3
$84.7
$2.0
($19.4)
$239.7
2015
Operating income .................................................................
$46.7
Less: Non-operating expense ...........................................
Add:
Add:
Depreciation, depletion and amortization ................
Non-cash cost of land and improved development .
Less: Costs related to shareholder litigation (a) ...............
—
54.3
—
—
$6.9
—
14.8
—
—
$2.8
—
29.7
0.5
—
$44.3
$1.2
($24.1)
$77.8
—
14.5
12.0
—
—
—
—
—
(0.1)
(0.1)
0.4
—
4.1
113.7
12.5
4.1
Adjusted EBITDA .................................................................
$101.0
$21.7
$33.0
$70.8
$1.2
($19.7)
$208.0
2014
Operating income .................................................................
Add:
Add:
Depreciation, depletion and amortization ................
Non-cash cost of land and improved development .
Less:
Large Dispositions ..................................................
Less:
Internal review and restatement costs ....................
$45.7
52.2
—
—
—
$29.5
21.3
—
—
—
$9.5
32.2
4.3
—
—
$47.5
13.4
8.9
(21.4)
—
$1.7
($35.6)
$98.3
—
—
—
—
0.9
—
—
3.4
120.0
13.2
(21.4)
3.4
Adjusted EBITDA .................................................................
$97.9
$50.8
$46.0
$48.4
$1.7
($31.3)
$213.5
2013
Operating income .................................................................
Add:
Depreciation, depletion and amortization ................
Add:
Non-cash cost of land and improved development .
Less:
Large Dispositions ..................................................
Less: Gain related to consolidation of New Zealand JV ...
$37.8
49.4
—
—
—
$32.7
21.4
—
—
—
$10.6
27.7
—
—
—
$55.9
17.4
10.2
(25.7)
—
$1.8
($30.1)
$108.7
—
—
—
—
1.0
—
—
(16.2)
116.9
10.2
(25.7)
(16.2)
Adjusted EBITDA .................................................................
$87.2
$54.1
$38.3
$57.8
$1.8
($45.3)
$193.9
(a) Costs related to shareholder litigation include expenses incurred as a result of the securities litigation and the shareholder derivative demands. See
Note 10 — Contingencies. In addition, these costs include the costs associated with 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.
(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 JV.
30
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
EXECUTIVE SUMMARY
OUR COMPANY
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive
softwood timber growing regions in the U.S. and New Zealand. Our revenues, operating income and cash flows are
primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand
Timber, Real Estate and Trading. We own or lease under long-term agreements approximately 2.2 million acres of
timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Oregon, South
Carolina, Tennessee, Texas and Washington. We also have a 77% ownership interest in Matariki Forestry Group, a
joint venture (“New Zealand JV”), that owns or leases approximately 410,000 gross acres (293,000 net plantable acres)
of timberlands in New Zealand.
Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and
delivered logs. Sales from our timber segments include all activities related to the harvesting of timber and other value-
added activities such as the licensing of properties for hunting and the leasing of properties for mineral extraction and
cell towers. We believe we are the second largest publicly-traded timberland REIT and the sixth largest private
landowner in the United States. Our Real Estate business manages all property sales and seeks to maximize the value
of our properties that are more valuable for development, recreational or residential uses than for growing timber, and
opportunistically sells non-strategic timberlands. Our Trading segment, also part of the New Zealand JV, markets and
sells timber owned or acquired from third parties in New Zealand and Australia.
CURRENT YEAR DEVELOPMENTS
In January 2017, we closed on the disposition of approximately 25,000 acres located in Alabama for a sale price
of approximately $42 million. This was the last closing of a phased disposition totaling 62,000 acres that was announced
in the previous year. This transaction was characterized as a Large Disposition.
In March 2017, we entered into an Underwriting Agreement in connection with the public offering and sale of
5,000,000 shares of the Company’s common stock, no par value, at a price to the public of $27.75 per share. As a
component of the Offering, we granted the Underwriters a 30-day option to purchase up to an additional 750,000
common shares to cover over-allotments. This option was exercised resulting in a total increase in common shares
outstanding of 5,750,000. Proceeds from the March 2017 equity offering amounted to $152.4 million, net of costs, and
were used to finance a portion of the Company’s acquisition of approximately 95,100 acres of timberlands in Florida,
Georgia and South Carolina.
In December 2017, we closed on a second Large Disposition of approximately 25,000 acres located in Alabama
for a sale price of approximately $53.4 million.
In summary, during 2017, we completed Large Dispositions of 50,000 acres for $95.4 million and acquired
approximately 109,000 acres of timberlands for $242.9 million. For additional information on acquisitions, see Note 3
— Timberland Acquisitions.
INDUSTRY AND MARKET CONDITIONS
In 2017, pricing in the U.S. South was negatively impacted by lower demand in the Gulf states and further hampered
by fire and hurricane salvage along the east coast in the second half of the year. We anticipate pricing to improve
modestly in certain geographical areas of the U.S. South; however, we expect overall pricing to remain relatively flat
in the near-term. Improving export and domestic markets drove increases in delivered sawtimber pricing in the Pacific
Northwest, while export and domestic sawtimber pricing in New Zealand improved primarily due to strong demand
from China as well as strong local demand.
In Real Estate, we expect steady demand for rural properties and a strengthening interest in selected development
properties, particularly within Wildlight, our East Nassau mixed-use development project.
31
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
The preparation of financial statements requires us to establish accounting policies and make estimates,
assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent assets
and liabilities in our Annual Report on Form 10-K. We base these estimates and assumptions on historical data and
trends, current fact patterns, expectations and other sources of information we believe are reasonable. Actual results
may differ from these estimates.
CAPITALIZED COSTS INCLUDED IN TIMBER BASIS
Timber is stated at the lower of cost or market value. Costs relating to acquiring, planting and growing timber
including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies are
capitalized. Annual lease payments are allocated between capital and expense based on the proportion of acres that
the Company will be able to harvest prior to lease expiration. Lease payments made within one year of expiration are
expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities, while interest or any
other intangible costs are not capitalized.
MERCHANTABLE INVENTORY AND DEPLETION COSTS AS DETERMINED BY TIMBER HARVEST MODELS
An annual depletion rate is established for each particular region by dividing the cost of merchantable inventory
(including costs described above) by standing merchantable inventory volume. Pre-merchantable records are
maintained for each planted year age class, recording acres planted, stems per acre and costs of planting and tending.
Significant assumptions and estimates are used in the recording of timber inventory and depletion costs. Factors
that can impact timber volume include weather changes, losses due to natural causes, differences in actual versus
estimated growth rates and changes in the age when timber is considered merchantable. A 3% company-wide change
in estimated standing merchantable inventory would cause an estimated change of approximately $3.2 million to 2017
depletion expense.
Merchantable standing timber inventory is estimated by our land information services group annually, using industry-
standard computer software. The inventory calculation takes into account growth, in-growth (annual transfer of oldest
pre-merchantable age class into merchantable inventory), timberland sales and the annual harvest specific to each
business unit. The age at which timber is considered merchantable is reviewed periodically and updated for changing
harvest practices, future harvest age profiles and biological growth factors.
Acquisitions of timberland can also affect the depletion rate. Upon the acquisition of timberland, we make a
determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to create
a new pool. The determination is based on the geographic location of the new timber, the customers/markets that will
be served and species mix. During 2017, we acquired 109,000 acres of timberlands in Florida, Georgia, South Carolina,
Washington and New Zealand. These acquisitions increased 2017 depletion expense by $5.1 million and are expected
to increase 2018 depletion expense by approximately $13.5 million.
REVENUE RECOGNITION FOR TIMBER SALES
Revenue from the sale of timber is recognized when title passes to the buyer. We utilize two primary methods or
sales channels for the sale of timber: a stumpage or standing timber model and a delivered log model. The sales
method the Company employs depends upon local market conditions and which method management believes will
provide the best overall margins. Under the stumpage model, standing timber is sold generally under pay-as-cut
contracts, with specified duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber
is severed and the sales volume is determined. We also sell stumpage under lump-sum contracts for specified parcels
where the Company receives cash for the full agreed value of the timber prior to harvest and title and risk of loss pass
to the buyer upon signing the contract. The Company retains interest in the land, slash products, and the use of the
land for recreational and other purposes. Any uncut timber remaining at the end of the contract period reverts to the
Company. We recognize revenue for lump-sum timber sales when payment is received, the contract is signed and
title and risk of loss pass to the buyer. A third type of stumpage sale is an agreed-volume sale whereby revenue is
recognized as periodic physical observations are made of the percentage of acreage harvested.
32
Under the delivered log model, the Company hires third-party loggers and haulers to harvest timber and deliver
it to a buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers
on open credit terms. Sales of export logs generally require a letter of credit from an approved bank. Revenue is
recognized when the logs are delivered and title and risk of loss transfer to the buyer.
For domestic log sales, title and risk are considered passed to the buyer as the logs are delivered to the customer.
For export log sales (primarily in New Zealand), title and risk are considered passed to the buyer at the time the ship
leaves the port.
In the Trading business, revenue is recognized and title and risk of loss transfer similar to the delivered log model.
Non-timber income is primarily comprised of hunting and recreational licenses. Such income and costs are
recognized ratably over the term of the agreement and included in “Sales” and “Cost of Sales”, respectively.
REVENUE RECOGNITION FOR REAL ESTATE SALES
The Company generally recognizes revenue on sales of real estate using the full accrual method at closing when
cash has been received, the sale has closed, title and risk of loss have passed to the buyer and there is no continuing
involvement with the property. Revenue is recognized using the percentage-of-completion method on sales of real
estate containing future performance obligations. Cost of sales associated with real estate sold includes the cost of
the land, the cost of any timber on the property that was conveyed to the buyer, any real estate development costs
and any closing costs including sales commissions that may be borne by the Company. Costs incurred to obtain land
use entitlements or for infrastructure such as utilities, roads or other improvements are charged to cost of sales for a
project as a percentage of revenue earned to total anticipated revenue and costs for each project.
When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and
estimates of future development costs benefiting the property sold through completion. Costs are allocated to each
sold unit or lot based upon the relative sales value. For purposes of allocating development costs, estimates of future
revenues and development costs are re-evaluated periodically throughout the year, with adjustments being allocated
prospectively to the remaining units available for sale.
DETERMINING THE ADEQUACY OF PENSION AND OTHER POSTRETIREMENT BENEFIT ASSETS AND
LIABILITIES
We have one qualified non-contributory defined benefit pension plan covering a portion of our employees and an
unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plan. The
qualified and unfunded plans are closed to new participants.
In 2017, we recognized no pension and postretirement expense due to the expected return on plan assets offsetting
interest costs and amortization of losses (gains). Numerous estimates and assumptions are required to determine the
proper amount of pension and postretirement liabilities and annual expense to record in our financial statements. The
key assumptions include discount rate, return on assets, health care cost trends, mortality rates and longevity of
employees. Although there is authoritative guidance on how to select most of the assumptions, some degree of judgment
is exercised in selecting these assumptions. Different assumptions, as well as actual versus expected results, would
change the periodic benefit cost and funded status of the benefit plans recognized in the financial statements. Effective
December 31, 2016, the Company froze benefits for all employees participating in the pension plans. See Note 15 —
Employee Benefit Plans for additional information.
REALIZABILITY OF BOTH RECORDED AND UNRECORDED TAX ASSETS AND TAX LIABILITIES
The Timber and Real Estate operations conducted within our REIT are generally not subject to U.S. income taxation.
We expect any variability in our effective tax rate and the amount of cash taxes to be paid to be driven by our New Zealand
Timber and Trading segments as our other business operations are conducted within our U.S. REIT subsidiaries.
However, the assessment of the ability to realize certain deferred tax assets, or estimate deferred tax liabilities, remains
subjective. See Note 9 — Income Taxes for additional information about our unrecognized tax benefits.
33
Summary of our results of operations for the three years ended December 31:
Financial Information (in millions)
Sales
2017
2016
2015
Southern Timber
................................................................................................................
$144.5
$151.2
$157.8
Pacific Northwest Timber
...................................................................................................
New Zealand Timber ..........................................................................................................
Real Estate
Improved Development
......................................................................................................
Unimproved Development ..................................................................................................
Rural
..................................................................................................................................
Non-Strategic / Timberlands ...............................................................................................
Large Dispositions .............................................................................................................
Total Real Estate ................................................................................................................
Trading ........................................................................................................................................
91.9
247.6
6.3
16.4
18.6
46.3
95.4
183.0
152.6
77.8
177.8
1.7
5.5
18.8
66.1
207.3
299.4
109.7
80.2
162.8
2.6
6.4
22.7
54.8
—
86.5
81.5
Total Sales .................................................................................................................................
$819.6
$815.9
$568.8
Operating Income
Southern Timber
..........................................................................................................................
Pacific Northwest Timber .............................................................................................................
New Zealand Timber
...................................................................................................................
Real Estate (a)
............................................................................................................................
116.0
202.4
Trading ........................................................................................................................................
Corporate and other
....................................................................................................................
Operating Income ......................................................................................................................
Interest Expense .........................................................................................................................
Interest/Other Income (Expense) .................................................................................................
Income Tax (Expense) Benefit
.....................................................................................................
Net Income (a)
...........................................................................................................................
Less: Net Income (Loss) Attributable to Noncontrolling Interest ................................................
Net Income Attributable to Rayonier Inc. (a) ...........................................................................
Adjusted EBITDA (b)
Southern Timber
..........................................................................................................................
Pacific Northwest Timber .............................................................................................................
New Zealand Timber
...................................................................................................................
Real Estate .................................................................................................................................
Trading ........................................................................................................................................
Corporate and other
....................................................................................................................
$42.2
$43.1
$46.7
1.1
72.5
(4.0)
33.1
4.6
(20.9)
215.5
(34.1)
1.9
(21.8)
161.5
12.7
2.0
(20.8)
255.8
(32.2)
(0.8)
(5.0)
217.8
5.8
6.9
2.8
44.3
1.2
(24.1)
77.8
(31.7)
(3.0)
0.8
43.9
(2.3)
$148.8
$212.0
$46.2
$91.6
33.1
109.0
71.6
4.6
$92.9
$101.0
21.2
58.3
84.7
2.0
21.7
33.0
70.8
1.2
(19.4)
(19.4)
(19.7)
Total Adjusted EBITDA (b)
........................................................................................................
$290.5
$239.7
$208.0
(a)
The 2017 and 2016 results included $67.0 million and $143.9 million related to Large Dispositions, respectively.
(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
34
Southern Timber Overview
2017
2016
2015
Sales Volume (in thousands of tons)
Pine Pulpwood ......................................................................
Pine Sawtimber ....................................................................
Total Pine Volume ...............................................................
Hardwood .............................................................................
Total Volume ........................................................................
3,103
1,933
5,036
278
5,314
3,376
1,587
4,963
354
5,317
3,614
1,581
5,195
297
5,492
Percentage Delivered Sales .................................................
Percentage Stumpage Sales ................................................
22%
78%
27%
73%
27%
73%
Net Stumpage Prices (dollars per ton)
Pine Pulpwood ......................................................................
Pine Sawtimber ....................................................................
Weighted Average Pine ......................................................
Hardwood .............................................................................
Weighted Average Total .....................................................
Summary Financial Data (in millions of dollars)
Sales ....................................................................................
Less: Cut and Haul ...............................................................
Net Stumpage Sales ...........................................................
Non-Timber Sales
Total Sales
Operating Income .................................................................
(+) Depreciation, depletion and amortization ........................
Adjusted EBITDA (a) ............................................................
$16.14
25.64
$19.79
12.58
$19.41
$122.6
(19.5)
$103.1
$21.9
$144.5
$42.2
49.4
$91.6
$17.76
26.76
$20.64
13.91
$20.18
$132.9
(25.6)
$107.3
$18.3
$151.2
$43.1
49.8
$92.9
$18.13
27.62
$21.01
14.65
$20.66
$139.1
(25.7)
$113.4
$18.7
$157.8
$46.7
54.3
$101.0
Other Data
Year-End Acres (in thousands) .............................................
1,820
1,849
1,876
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
35
Pacific Northwest Timber Overview
2017
2016
2015
Sales Volume (in thousands of tons)
Pulpwood ..............................................................................
Sawtimber .............................................................................
Total Volume ........................................................................
Sales Volume (converted to MBF)
Pulpwood ..............................................................................
Sawtimber .............................................................................
Total Volume ........................................................................
276
971
1,247
25,973
125,577
151,550
319
876
1,195
30,200
114,091
144,291
308
935
1,243
29,208
120,932
150,140
Percentage Delivered Sales .................................................
Percentage Sawtimber Sales ...............................................
83%
78%
91%
73%
88%
75%
Delivered Log Prices (in dollars per ton)
Pulpwood ..............................................................................
Sawtimber .............................................................................
Weighted Average Log Price ................................................
$40.62
84.55
$73.89
$41.97
73.44
$64.68
$44.61
72.13
$64.83
Summary Financial Data (in millions of dollars)
Sales ....................................................................................
Less: Cut and Haul ...............................................................
Net Stumpage Sales ...........................................................
Non-Timber Sales
Total Sales
Operating Income .................................................................
(+) Depreciation, depletion and amortization ........................
Adjusted EBITDA (a) ............................................................
Other Data
Year-End Acres (in thousands) .............................................
Sawtimber (in dollars per MBF) (b) .......................................
Estimated Percentage of Export Volume ..............................
$88.7
(36.7)
$52.0
$3.2
$91.9
$1.1
32.0
$33.1
$75.2
(34.7)
$40.5
$2.6
$77.8
($4.0)
25.2
$21.2
$76.5
(35.4)
$41.1
$3.7
$80.2
$6.9
14.8
$21.7
378
$665
26%
378
$566
24%
373
$565
22%
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
(b) Delivered sawtimber excluding chip-n-saw.
36
New Zealand Timber Overview
2017
2016
2015
Sales Volume (in thousands of tons)
Domestic Pulpwood (Delivered) ..........................................
Domestic Sawtimber (Delivered) .........................................
Export Pulpwood (Delivered) ...............................................
Export Sawtimber (Delivered) .............................................
Stumpage ............................................................................
Total Volume ......................................................................
Delivered Log Prices (in dollars per ton)
Domestic Pulpwood ............................................................
Domestic Sawtimber ...........................................................
Export Sawtimber ................................................................
Summary Financial Data (in millions of dollars)
Sales ...................................................................................
Less: Cut and Haul ..............................................................
Less: Port and Freight Costs ...............................................
Net Stumpage Sales ..........................................................
Land / Other Sales ..............................................................
Non-Timber Sales / Carbon Credits ....................................
Total Sales .........................................................................
Operating Income ................................................................
(+) Depreciation, depletion and amortization.......................
(+) Non-cash cost of land sold ............................................
Adjusted EBITDA (a) ...........................................................
Other Data
New Zealand Dollar to U.S. Dollar Exchange Rate (b)........
Net Plantable Year-End Acres (in thousands) .....................
Export Sawtimber (in dollars per JAS m3)...........................
Domestic Sawtimber (in $NZD per tonne) ...........................
448
852
106
1,133
—
2,539
$33.84
$81.12
$112.74
$222.5
(80.6)
(39.7)
$102.2
$24.3
0.8
$247.6
$72.5
36.4
0.1
$109.0
0.7108
293
$131.08
$125.43
374
820
85
932
10
434
684
83
982
228
2,221
2,412
$31.75
$72.68
$98.32
$170.7
(70.9)
(28.0)
$71.8
$1.8
5.3
$177.8
$33.1
23.4
1.8
$58.3
$32.00
$64.05
$88.59
$155.7
(71.5)
(32.0)
$52.2
$5.9
1.2
$162.8
$2.8
29.7
0.5
$33.0
0.6971
299
$114.27
$114.54
0.7031
299
$103.49
$100.47
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
(b) Represents the average of the month-end exchange rates for each year.
37
Real Estate Overview
2017
2016
2015
Sales (in millions of dollars)
Improved Development (a) ....................................................
Unimproved Development .....................................................
Rural ......................................................................................
Non-Strategic / Timberlands ..................................................
Large Dispositions (b) ...........................................................
Total Sales ............................................................................
Acres Sold
Improved Development (a) ....................................................
Unimproved Development .....................................................
Rural ......................................................................................
Non-Strategic / Timberlands ..................................................
Large Dispositions (b) ...........................................................
Total Acres Sold ..................................................................
Price per Acre (dollars per acre)
Improved Development (a)
Unimproved Development .....................................................
Rural ......................................................................................
Non-Strategic / Timberlands ..................................................
Large Dispositions (b) ...........................................................
Weighted Average (Total) (c) .................................................
Weighted Average (Adjusted) (d) ..........................................
$6.3
16.4
18.6
46.3
95.4
$183.0
23
1,449
6,344
16,007
49,599
73,422
$296,550
11,318
2,937
2,891
1,922
$3,702
$3,417
$1.7
5.5
18.8
66.1
207.3
$299.4
47
206
6,684
28,743
92,434
128,114
$37,353
26,959
2,794
2,301
2,242
$2,581
$2,536
Total Sales (Excluding Large Dispositions) ...........................
$87.6
$92.1
Operating Income ..................................................................
(+) Depreciation, depletion and amortization .........................
(+) Non-cash cost of land and improved development ..........
(–) Large Dispositions (b) ......................................................
Adjusted EBITDA (e) .............................................................
$116.0
9.0
13.6
(67.0)
$71.6
$202.4
16.3
9.9
(143.9)
$84.7
$2.6
6.4
22.7
54.8
—
$86.5
74
699
8,754
23,602
—
33,130
$35,131
9,148
2,588
2,324
—
$2,611
$2,538
$86.5
$44.3
14.5
12.0
—
$70.8
(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. In January 2017,
the Company completed a disposition of approximately 25,000 acres of timberland located in Alabama for a sales price and gain of approximately
$42.0 million and $28.2 million, respectively. In December 2017, the Company completed a second disposition of approximately 25,000 acres
of timberland located in Alabama for a sales price and gain of approximately $53.4 million and $38.8 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) Excludes Large Dispositions.
(d) Excludes Improved Development and Large Dispositions.
(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
38
Capital Expenditures By Segment
2017
2016
2015
Timber Capital Expenditures (in millions of dollars)
Southern Timber
Reforestation, silvicultural and other capital expenditures ........
Property taxes ..........................................................................
Lease payments .......................................................................
Allocated overhead ...................................................................
Subtotal Southern Timber ..........................................................
Pacific Northwest Timber
Reforestation, silvicultural and other capital expenditures ........
Property taxes ..........................................................................
Allocated overhead ...................................................................
Subtotal Pacific Northwest Timber ............................................
New Zealand Timber
Reforestation, silvicultural and other capital expenditures ........
Property taxes ..........................................................................
Lease payments .......................................................................
Allocated overhead ...................................................................
Subtotal New Zealand Timber ....................................................
Total Timber Segments Capital Expenditures ..........................
Real Estate ...................................................................................
Corporate ......................................................................................
Total Capital Expenditures.....................................................
Timberland Acquisitions
Southern Timber ...........................................................................
Pacific Northwest Timber ..............................................................
New Zealand Timber .....................................................................
Total Timberland Acquisitions ...............................................
Real Estate Development Investments .....................................
Rayonier Office Building ............................................................
$17.9
$19.2
$17.7
8.1
4.8
3.7
5.0
5.2
4.2
5.9
5.7
3.9
$34.5
$33.6
$33.2
7.3
0.9
2.0
$10.2
9.1
0.7
4.4
2.9
$17.1
$61.8
1.3
2.2
$65.3
$220.0
1.5
21.4
$242.9
$15.8
$6.1
5.8
0.7
1.5
$8.0
8.6
0.6
4.2
2.6
$16.0
$57.6
0.3
0.8
$58.7
$104.0
262.5
—
$366.5
$8.7
$6.3
6.2
0.5
1.8
$8.5
8.0
0.7
4.1
2.4
$15.2
$56.9
0.3
0.1
$57.3
$54.4
34.1
9.9
$98.4
$2.7
$0.9
39
RESULTS OF OPERATIONS, 2017 VERSUS 2016
(millions of dollars)
The following tables summarize sales, operating income and Adjusted EBITDA variances for 2017 versus 2016:
Sales
2016 .................................................
Volume/Mix .......................................
Price .................................................
Non-timber sales ..............................
Foreign exchange (a) .......................
Southern
Timber
$151.2
(0.1)
(4.2)
3.6
—
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Total
$77.8
$177.8
$299.4
$109.7
$815.9
1.8
9.7
0.6
—
24.6
26.3
(4.7)
1.1
(30.6)
26.7
—
—
25.5
17.4
—
—
—
21.2
75.9
(0.5)
1.1
(94.0)
Other ................................................
(6.0) (b)
2.0 (b)
22.5 (c)
(112.5) (d)
2017 .................................................
$144.5
$91.9
$247.6
$183.0
$152.6
$819.6
(a) Net of currency hedging impact.
(b)
Includes variance due to stumpage versus delivered sales.
(c) New Zealand Timber includes $24.3 million of timberland sales in 2017, offset by $1.8 million of timberland sales in 2016.
(d) Real Estate included $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
2016 ......................................
Volume/Mix ...........................
Price .....................................
Cost ......................................
Non-timber income ................
Foreign exchange (a) ............
Depreciation, depletion &
amortization ..........................
Non-cash cost of land and
improved development ..........
Other .....................................
2017 ......................................
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
$43.1
($4.0)
(0.2)
(4.2)
0.6
2.4
—
0.5
—
—
0.4
9.7
0.3
0.4
—
(5.7)
—
—
$33.1
7.2
20.3
(1.2)
(4.1)
2.5
(0.5)
—
Real
Estate
$202.4
Trading
Corporate
and Other
Total
$2.0
($20.8)
$255.8
(21.6)
26.7
(0.3)
—
—
2.0
(7.0)
—
—
2.6
—
—
—
—
—
—
—
0.3
—
—
(14.2)
52.5
2.3
(1.3)
2.5
(0.4)
(4.1)
—
—
(7.0)
(71.0)
$42.2
$1.1
$72.5
$116.0
$4.6
($20.9)
$215.5
15.2 (b)
(86.2) (c)
(a) Net of currency hedging impact.
(b) New Zealand Timber includes $14.8 million from timberland sales in 2017 and $0.4 million from a settlement received in 2017.
(c) Real Estate includes $67.0 million of operating income from two Large Dispositions in 2017, offset by $0.6 million of deferred revenue 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.
40
Adjusted EBITDA (a)
2016 ......................................
Volume/Mix ............................
Price ......................................
Cost .......................................
Non-timber income ................
Foreign exchange (b) ............
Other .....................................
2017 ......................................
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and Other
Total
$92.9
$21.2
(0.1)
(4.2)
0.6
2.4
—
—
1.5
9.7
0.3
0.4
—
—
$58.3
10.3
20.3
(1.2)
(4.1)
3.0
$84.7
(30.1)
26.7
(0.3)
—
—
22.4 (c)
(9.4) (d)
$2.0
($19.4)
$239.7
—
—
2.6
—
—
—
—
—
—
—
—
—
(18.4)
52.5
2.0
(1.3)
3.0
13.0
$91.6
$33.1
$109.0
$71.6
$4.6
($19.4)
$290.5
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
(b) Net of currency hedging impact.
(c) New Zealand Timber includes $24.3 million of timberland sold in 2017 less cash costs of $0.5 million and $0.4 million of operating income
from a settlement received in 2017, offset by $1.8 million of timberland sold in 2016.
(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.
41
SOUTHERN TIMBER
Full-year sales of $144.5 million decreased $6.7 million, or 4%, versus the prior year. This decrease in sales
includes a $3.6 million increase in non-timber sales versus the prior year. Harvest volumes were relatively flat at 5.31
million tons in the current year versus 5.32 million tons in the prior year. Average pine sawtimber stumpage prices
decreased 4% to $25.64 per ton versus $26.76 per ton in the prior year, while average pine pulpwood stumpage prices
decreased 9% to $16.14 per ton versus $17.76 per ton in the prior year. The modest decrease in average sawtimber
prices was driven by lower demand in the Gulf states as well as geographic mix due to hurricanes affecting the ability
to harvest volume in one of the Company’s higher-priced sawtimber regions. The decrease in average pulpwood prices
was due to salvage volume from the West Mims fire and increased supply as a result of extended dry weather along
the east coast during the first half of the year. Overall, weighted-average stumpage prices (including hardwood)
decreased 4% to $19.41 per ton versus $20.18 per ton in the prior year.
Operating income of $42.2 million decreased $0.9 million versus the prior year due to lower weighted-average
stumpage prices ($4.2 million), lower volumes ($0.2 million), higher severance and franchise taxes ($0.4 million) and
higher lease land expenses ($0.4 million), which were partially offset by higher non-timber income ($2.4 million), lower
depreciation and amortization ($0.5 million), and lower overhead expense ($1.4 million). Full-year Adjusted EBITDA
of $91.6 million was $1.3 million below the prior year.
PACIFIC NORTHWEST TIMBER
Full-year sales of $91.9 million increased $14.1 million, or 18%, versus the prior year. Included in this increase is
a $0.6 million increase in non-timber sales versus the prior year. Harvest volumes increased 4% to 1.25 million tons
versus 1.20 million tons in the prior year. Average delivered sawtimber prices increased 15% to $84.55 per ton versus
$73.44 per ton in the prior year, while average delivered pulpwood prices decreased 3% to $40.62 per ton versus
$41.97 per ton in the prior year. The increase in average sawtimber prices was due to stronger domestic and export
sawtimber markets as well as a more favorable species mix. The decrease in average pulpwood prices was due to
an increase in volume from a lower-priced region and an increase in the availability of wood chip residuals from lumber
mills, which in turn reduced the demand for pulpwood logs.
Operating income of $1.1 million versus operating loss of $4.0 million in the prior year was primarily due to higher
prices ($9.7 million), lower overhead expense ($0.6 million), higher volumes ($0.4 million) and higher non-timber
income ($0.4 million), partially offset by higher depletion rates resulting from our Menasha acquisition ($5.7 million)
and higher road maintenance and other costs ($0.3 million), Full-year Adjusted EBITDA of $33.1 million was $11.9
million above the prior year.
NEW ZEALAND TIMBER
Full-year sales of $247.6 million increased $69.8 million, or 39%, versus the prior year. This increase in sales
includes a $4.7 million decrease in non-timber sales versus the prior year. Harvest volumes increased 14% to 2.54
million tons versus 2.22 million tons in the prior year due to incremental volume from recent acquisitions. Average
delivered prices for export sawtimber increased 15% to $112.74 per ton versus $98.32 per ton in the prior year, while
average delivered prices for domestic sawtimber increased 12% to $81.12 per ton versus $72.68 in the prior year. The
increase in export sawtimber prices was primarily due to stronger demand from China, while the increase in domestic
sawtimber prices (in U.S. dollar terms) was driven primarily by stronger local demand for construction materials and
a modest rise in the NZ$/US$ exchange rate (US$0.71 per NZ$1.00 versus US$0.70 per NZ$1.00). Excluding the
impact of foreign exchange rates, domestic sawtimber prices increased 10% from the prior year.
Operating income of $72.5 million increased $39.4 million versus the prior year due to higher prices ($20.3 million),
higher income from land sales ($14.8 million), higher volumes ($7.2 million), favorable foreign exchange impacts ($2.5
million) and higher other income ($0.4 million), which were partially offset by lower carbon sales ($4.1 million), higher
forest management costs ($1.2 million) and higher depletion rates ($0.5 million). Full-year Adjusted EBITDA of $109.0
million was $50.7 million above the prior year.
42
REAL ESTATE
Full-year sales of $183.0 million decreased $116.4 million versus the prior year, while operating income of $116.0
million decreased $86.4 million versus the prior year. Full-year sales and operating income include $95.4 million and
$67.0 million, respectively, from Large Dispositions in 2017 and $207.3 million and $143.9 million in the prior year.
Sales and operating income decreased primarily due to lower volumes (73,422 acres sold versus 128,114 acres sold
in the prior year), partially offset by higher weighted average prices ($2,500 per acre versus $2,337 per acre in the
prior year). Full-year operating income also decreased due to the receipt of $8.7 million in deferred payments in 2016
with respect to prior land sales. Full-year Adjusted EBITDA of $71.6 million was $13.1 million below the prior year.
TRADING
Full-year sales of $152.6 million increased $42.9 million versus the prior year due to higher volumes and prices.
Sales volumes increased 24% to 1.41 million tons versus 1.14 million tons in the prior year due to increased volume
from existing suppliers and stumpage blocks purchased from third-parties, coupled with improving export market
demand. Average prices increased 13% to $107.60 per ton versus $95.22 per ton in the prior year primarily due to
stronger demand from China. Operating income of $4.6 million increased $2.6 million versus the prior year.
CORPORATE AND OTHER EXPENSE/ELIMINATIONS
Full-year corporate and other operating expense of $20.9 million increased $0.1 million versus the prior year due
to higher depreciation expense ($0.4 million), the prior year gain on foreign currency derivatives ($1.2 million), higher
selling, general and administrative costs ($0.2 million) and a reduction in overhead costs historically allocated to
operating segments ($4.1 million) as a result of pension and organizational changes made in the fourth quarter of
2016. These increases were partially offset by lower costs related to shareholder litigation ($1.5 million), the prior year
transaction costs related to the Menasha acquisition ($1.0 million), and lower pension costs ($3.3 million).
INTEREST EXPENSE
Full-year interest expense of $34.1 million increased $1.9 million versus the prior year period due to higher average
outstanding debt versus the prior year period.
INTEREST AND MISCELLANEOUS INCOME (EXPENSE), NET
Other non-operating income was $1.9 million in 2017 versus expense of $0.8 million in 2016. The 2016 results
were comprised of unfavorable mark-to-market adjustments on New Zealand JV interest rate swaps.
INCOME TAX (EXPENSE) BENEFIT
Full-year income tax expense of $21.8 million increased $16.8 million versus the prior year period. The increase
in income tax expense versus the prior year was due to improved results from the New Zealand JV, which is the primary
driver of income tax expense.
OUTLOOK FOR 2018
In 2018, we expect harvest volumes in our Southern Timber segment of 5.8 to 6.0 million tons, with a full-year
contribution from our 2017 acquisitions in Florida, Georgia and South Carolina. We further anticipate modestly improved
pricing in certain Southern markets; however, we expect overall pricing in the Southern Timber segment to be relatively
flat to 2017 average pricing due to geographic mix.
In our Pacific Northwest Timber segment, we expect harvest volumes of 1.3 to 1.4 million tons, as well as higher
sawtimber prices relative to 2017 average pricing due to stronger domestic and export markets.
In our New Zealand Timber segment, we expect harvest volumes of 2.5 to 2.7 million tons and continued strong
pricing dynamics driven by solid demand in both domestic and export markets.
In our Real Estate segment, we continue to focus on unlocking the long-term value of our HBU development and
rural property portfolio. Following a year of meaningful infrastructure investments in our Wildlight development project,
we expect additional residential and commercial closings in 2018.
Our 2018 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A —
Risk Factors.
43
RESULTS OF OPERATIONS, 2016 VERSUS 2015
(millions of dollars)
The following tables summarize the sales, operating income and Adjusted EBITDA variances for 2016 versus 2015:
Sales
2015 ........................................
Volume/Mix ..............................
Price ........................................
Non-timber sales .....................
Foreign exchange (a) ...............
Other (b) ..................................
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real Estate
Trading
Total
$157.8
$80.2
$162.8
$86.5
(4.1)
(2.1)
(0.4)
—
—
(1.9)
0.6
(1.1)
—
—
(2.0)
17.7
4.1
(0.6)
(4.2)
6.7
(1.1)
—
—
207.3
$299.4
$81.5
18.3
9.5
1.1
—
(0.7)
$109.7
$568.8
17.0
24.6
3.7
(0.6)
202.4
$815.9
2016 ........................................
$151.2
$77.8
$177.8
(a) Net of currency hedging impact.
(b) Real Estate included $207.3 million of sales from two Large Dispositions.
Operating Income
2015 ........................................
Volume/Mix ..............................
Price ........................................
Cost .........................................
Non-timber income ..................
Foreign exchange (a) ...............
Depreciation, depletion &
amortization .............................
Non-cash cost of land and real
estate sold ...............................
Other (b) ..................................
Southern
Timber
$46.7
(1.7)
(2.5)
(1.5)
(0.5)
—
2.6
—
—
Pacific
Northwest
Timber
New
Zealand
Timber
$6.9
(0.7)
1.0
0.9
(1.1)
—
(11.0)
—
—
$2.8
(2.3)
23.6
(0.2)
3.6
6.6
0.3
(1.4)
0.1
Real
Estate
$44.3
4.5
(1.1)
(0.3)
—
—
(0.7)
3.1
152.6
Trading
Corporate
and Other
Total
$1.2
—
—
0.8
—
—
—
—
—
($24.1)
$77.8
—
—
3.4
—
—
(0.2)
21.0
3.1
2.0
6.6
(0.1)
(8.9)
—
—
1.7
152.7
2016 ........................................
$43.1
($4.0)
$33.1
$202.4
$2.0
($20.8)
$255.8
(a) Net of currency hedging impact.
(b) Real Estate included $143.9 million of operating income from Large Dispositions and receipt of $8.7 million in deferred payments with
respect to prior land sales.
44
Adjusted EBITDA (a)
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and Other
Total
2015 ........................................
$101.0
Volume/Mix ..............................
Price ........................................
Cost .........................................
Non-timber income ..................
Foreign exchange (b) ...............
Other .......................................
(3.6)
(2.5)
(1.5)
(0.5)
—
—
$21.7
(1.3)
1.0
0.9
(1.1)
—
—
2016 ........................................
$92.9
$21.2
$33.0
$70.8
$1.2
($19.7)
$208.0
(4.1)
23.6
(0.2)
3.6
6.5
(4.1)
$58.3
6.6
(1.1)
(0.3)
—
—
8.7
—
—
0.8
—
—
—
—
—
0.3
—
—
—
(2.4)
21.0
—
2.0
6.5
4.6
$84.7
$2.0
($19.4)
$239.7
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
(b) Net of currency hedging impact.
45
SOUTHERN TIMBER
Full-year 2016 Southern Timber sales of $151.2 million decreased $6.6 million, or 4%, versus the prior year. This
decrease in sales includes a $0.4 million decrease in non-timber sales versus the prior year. Harvest volumes decreased
3% to 5.32 million tons versus 5.49 million tons in the prior year. Average sawtimber stumpage prices decreased 3%
to $26.76 per ton versus $27.62 per ton in the prior year, while average pulpwood stumpage prices decreased 2% to
$17.76 per ton versus $18.13 per ton in the prior year. The decrease in average sawtimber prices was driven primarily
by geographic mix, specifically decreased volume in one of our higher-priced sawtimber regions. The decrease in
average pulpwood prices was primarily attributable to deferred harvesting in our best pulpwood markets due to soft
market conditions. Overall, weighted average stumpage prices (including hardwood) decreased 2% to $20.18 per ton
versus $20.66 per ton in the prior year period.
Operating income of $43.1 million decreased $3.6 million versus the prior year due to lower prices ($2.5 million),
lower volumes ($1.7 million), higher leased land expenses and salvage timber costs ($1.5 million) and lower non-
timber income ($0.5 million), which were partially offset by lower depletion rates ($2.6 million). Full-year 2016 Adjusted
EBITDA of $92.9 million was $8.1 million below the prior year.
PACIFIC NORTHWEST TIMBER
Full-year 2016 Pacific Northwest Timber sales of $77.8 million decreased $2.4 million, or 3%, versus the prior year.
This decrease in sales includes a $1.1 million decrease in non-timber sales versus the prior year. Harvest volumes
declined 4% to 1.19 million tons versus 1.24 million tons in the prior year. Average delivered sawtimber prices increased
2% to $73.44 per ton versus $72.13 per ton in the prior year, while average delivered pulpwood prices decreased 6%
to $41.97 per ton versus $44.61 per ton in the prior year. The increase in average sawtimber prices was driven by
strengthening export and domestic lumber markets. However, the improved domestic lumber market had a negative
effect on pulpwood prices, as more residual chips were entering the market.
Operating loss of $4.0 million versus operating income of $6.9 million in the prior year was due to higher depletion
rates ($11.0 million), lower cedar salvage sales ($1.1 million) and lower volumes ($0.7 million), which were partially
offset by higher prices ($1.0 million) and lower severance taxes ($0.9 million). Full-year Adjusted EBITDA of $21.2
million was $0.5 million below the prior year.
NEW ZEALAND TIMBER
Full-year 2016 New Zealand Timber sales of $177.8 million increased $15.0 million, or 9%, versus the prior year.
Included in this increase is a $4.1 million increase in non-timber sales versus the prior year. Harvest volumes declined
8% to 2.22 million tons versus 2.41 million tons in the prior year. Average delivered prices for export sawtimber increased
11% to $98.32 per ton versus $88.59 per ton in the prior year, while average delivered prices for domestic sawtimber
increased 13% to $72.68 per ton versus $64.05 per ton in the prior year. The increase in export sawtimber prices was
primarily due to stronger demand from China, while the increase in domestic sawtimber prices (in U.S. dollar terms)
was driven primarily by strong domestic demand for construction materials. Excluding the impact of foreign exchange
rates, domestic sawtimber prices increased 14% versus the prior year.
Operating income of $33.1 million increased $30.3 million versus the prior year due to the increase in prices ($23.6
million), favorable changes in foreign exchange impacts ($6.6 million), higher non-timber income ($3.6 million) and
lower depletion rates ($0.3 million), which were partially offset by lower volume ($2.3 million), lower land sale income
($1.4 million) and higher overhead costs ($0.2 million). Full-year 2016 Adjusted EBITDA of $58.3 million was $25.3
million above the prior year period.
REAL ESTATE
Full-year 2016 sales of $299.4 million increased $212.9 million versus the prior year, while operating income of
$202.4 million increased $158.1 million versus the prior year. Full-year 2016 sales and operating income include $207.3
million and $143.9 million, respectively, of Large Dispositions. Sales and operating income increased in 2016 due to
higher volumes (128,114 acres sold versus 33,130 acres sold in the prior year), partially offset by lower weighted
average prices ($2,337 per acre versus $2,611 per acre in the prior year). Full-year 2016 operating income also
increased due to the receipt of $8.7 million of deferred payments with respect to prior land sales. Full-year 2016
Adjusted EBITDA of $84.7 million was $13.9 million above the prior year.
46
TRADING
Full-year 2016 sales of $109.7 million increased $28.2 million versus the prior year due to higher volumes and
prices. Included in this increase is a $1.1 million increase in non-timber sales versus the prior year. Sales volumes
increased 23% to 1.14 million tons versus 926,000 tons in the prior year. Average prices increased 10% to $95.22 per
ton versus $86.89 per ton in the prior year. The increase in both volumes and prices were primarily due to stronger
demand from China. Operating income increased $0.8 million versus the prior year, primarily due to lower sourcing
and export costs.
CORPORATE AND OTHER EXPENSE/ELIMINATIONS
Full-year 2016 corporate and other expense of $20.8 million decreased $3.3 million versus the prior year primarily
due to lower selling, general and administrative expenses ($2.5 million), lower costs related to shareholder litigation
($1.9 million) and a gain on foreign currency derivatives ($1.2 million), which were partially offset by timberland
transaction costs ($1.4 million) and other minor variances ($0.8 million).
INTEREST EXPENSE
Interest expense of $32.2 million in 2016 decreased $0.5 million from the prior year primarily due to lower average
rates, partially offset by higher outstanding debt.
INTEREST AND MISCELLANEOUS (EXPENSE) INCOME, NET
Other non-operating expense was $0.7 million in 2016 versus $3.0 million in 2015. The 2015 results were comprised
of unfavorable mark-to-market adjustments on New Zealand JV interest rate swaps.
INCOME TAX (EXPENSE) BENEFIT
Full-year 2016 tax expense was $5.0 million versus a tax benefit of $0.8 million in 2015. The 2016 income tax
expense was principally related to the New Zealand JV. See Note 9 — Income Taxes for additional information regarding
the provision for income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate.
As a REIT, our main use of cash is dividends. We also use cash to maintain the productivity of our timberlands through
replanting and silviculture. Our operations have generally produced consistent cash flow and required limited capital
resources. Short-term borrowings have helped fund working capital needs while acquisitions of timberlands generally
require funding from external sources or Large Dispositions.
SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS
2017
(in millions of dollars)
Cash and cash equivalents ..................................................................................
$112.7
Total debt (a) ........................................................................................................ 1,028.4
Shareholders’ equity ............................................................................................ 1,693.0
290.5
Adjusted EBITDA (b) ............................................................................................
Total capitalization (total debt plus equity)............................................................ 2,721.4
Debt to capital ratio ..............................................................................................
Debt to Adjusted EBITDA (b) ................................................................................
Net debt to Adjusted EBITDA (b) ..........................................................................
Net debt to enterprise value (c) ............................................................................
38%
3.5
3.2
18%
As of December 31,
2016
$85.9
1,065.5
1,496.9
239.7
2,562.4
2015
$51.8
833.9
1,361.7
208.0
2,195.6
42%
4.4
4.1
23%
38%
4.0
3.8
22%
(a)
(b)
(c)
Total debt as of December 31, 2017, 2016 and 2015 is presented gross of deferred financing costs of $3.0 million, $3.6 million and $3.3
million, respectively.
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.
Enterprise value is calculated as the number of shares outstanding multiplied by the Company’s share price, plus net debt, at December 31,
2017.
47
LIQUIDITY FACILITIES
TERM CREDIT AGREEMENT
In August 2015, the Company entered into a credit agreement with CoBank, ACB, as administrative agent, and a
syndicate of Farm Credit institutions and other commercial banks to provide $550 million of new credit facilities, including
a nine-year $350 million term loan facility. The periodic interest rate on the term loan facility is subject to a pricing grid
based on the Company’s leverage ratio, as defined in the credit agreement. As of December 31, 2017, the periodic
interest rate on the term loan facility was LIBOR plus 1.625%. Monthly payments of interest only are due on this loan
through maturity. Following the closing of the term loan, the Company entered into several interest rate swap
transactions to fix the cost of the term loan facility over its nine-year term. The term credit agreement allows the
Company to receive annual patronage payments, which are profit distributions made by a cooperative to its member-
users based on the quantity or value of business done with the member-user. The Company estimates the effective
interest rate on the term loan facility to be approximately 3.3% after consideration of the interest rate swaps and
estimated patronage refunds. For additional information on the Company’s interest rate swaps see Note 13 — Derivative
Financial Instruments and Hedging Activities.
3.75% SENIOR NOTES ISSUED MARCH 2012
In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022, guaranteed by certain
subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. The guarantors were
revised in October 2012, leaving TRS and Rayonier Operating Company LLC as the remaining guarantors. See Note
24 - Consolidating Financial Statements for further information regarding the subsidiary guarantors.
INCREMENTAL TERM LOAN AGREEMENT
In April 2016, the Company entered into an incremental term loan agreement with CoBank, ACB, as administrative
agent, and a syndicate of Farm Credit institutions to provide a 10-year, $300 million incremental term loan. Proceeds
from the new term loan were used to fund Rayonier’s portion of the Menasha acquisition net of the proceeds received
from the Washington disposition, to repay approximately $105 million outstanding on the Company’s revolving credit
facility and for general corporate purposes. The periodic interest rate on the incremental term loan agreement is subject
to a pricing grid based on the Company’s leverage ratio, as defined in the credit agreement. As of December 31, 2017,
the periodic interest rate on the incremental term loan was LIBOR plus 1.900%. Monthly payments of interest only are
due on this loan through maturity. Following the closing of the incremental term loan, the Company entered into several
interest rate swap transactions to fix the cost of the facility over its 10-year term. The Company estimates the effective
interest rate on the incremental term loan facility to be approximately 2.8% after consideration of the interest rate
swaps and estimated patronage payments. For additional information on the Company’s interest rate swaps see Note
13 — Derivative Financial Instruments and Hedging Activities.
REVOLVING CREDIT FACILITY
In August 2015, the Company entered into a five-year $200 million unsecured revolving credit facility, replacing
the previous $200 million revolving credit facility and $100 million farm credit facility which were scheduled to expire
in April 2016 and December 2019, respectively. The periodic interest rate on the revolving credit facility is subject to
a pricing grid based on the Company’s leverage ratio, as defined in the credit agreement. As of December 31, 2017,
the periodic interest rate on the revolving credit facility was LIBOR plus 1.250%, with an unused commitment fee of
0.175%. Monthly payments of interest only are due on this loan through maturity. At December 31, 2017, the Company
had $139.6 million of available borrowings under this facility, net of $10.4 million to secure its outstanding letters of
credit.
JOINT VENTURE DEBT
In April 2013, Rayonier acquired an additional 39% interest in its New Zealand JV, bringing its total ownership to
65%, and as a result, the New Zealand JV’s debt was consolidated effective on that date. On March 3, 2016, as a
result of a capital contribution, the Company’s ownership interest in the New Zealand JV increased to 77%. See Note
7 — Joint Venture Investment for further information.
48
In June 2016, the New Zealand JV entered into a 12-month NZ$20 million working capital facility and an 18-month
NZ$20 million working capital facility, replacing the previous NZ$40 million facility that expired in June 2016. Both
working capital facilities were renewed in 2017 for an additional 12-month term, with new expiration dates of June 30,
2018 and December 31, 2018. The NZ$40 million Working Capital Facility is available for short-term operating cash
flow needs of the New Zealand JV. This facility holds a variable interest rate indexed to the 90-day New Zealand Bank
Bill rate (“BKBM”). The margins are set for the term of the facility. During the year ended December 31, 2017, the New
Zealand JV made borrowings and repayments of $38.4 million on its working capital facility. At December 31, 2017,
there was no outstanding balance on the Working Capital Facility.
See Note 5 — Debt for additional information on these agreements and other outstanding debt, as well as for
information on covenants that must be met in connection with our Senior Notes, Term Credit Agreement, Incremental
Term Loan Agreement and the Revolving Credit Facility.
CASH FLOWS
The following table summarizes our cash flows from operating, investing and financing activities for each of the
past three years ended December 31 (in millions of dollars):
Total cash provided by (used for):
Operating activities .................................................................................................. $256.3
(223.2)
Investing activities ....................................................................................................
(6.9)
Financing activities ...................................................................................................
0.5
Effect of exchange rate changes on cash ................................................................
$26.7
Increase (decrease) in cash and cash equivalents ....................................................
$203.8
(283.2)
114.4
(0.9)
$34.1
$177.2
(166.3)
(116.5)
(4.2)
($109.8)
2017
2016
2015
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities increased $52.5 million versus the prior year due to favorable operating
results.
CASH USED FOR INVESTING ACTIVITIES
Cash used for investing activities decreased $60.0 million versus the prior year primarily due to a $14.9 million
decrease in cash used for acquisitions, net of proceeds from Large Dispositions and a $60.2 million change in restricted
cash. These decreases in cash used for investing activities were partially offset by a $7.1 million increase in real estate
development investments and a $6.6 million increase in capital expenditures.
CASH USED FOR FINANCING ACTIVITIES
Cash used for financing activities in 2017 reflects an increase in cash provided by the $152.4 million equity offering
which was used to finance a portion of the Company’s acquisition of approximately 95,100 acres of timberlands in
Florida, Georgia and South Carolina. This increase in cash was primarily offset by dividend payments of $127.1 million
and net repayments of $36.8 million in debt.
RESTRICTED CASH
At December 31, 2017, the Company had approximately $59.7 million of proceeds from real estate and timberland
sales classified as restricted cash which were deposited with a like-kind exchange (“LKE”) intermediary as well as
cash held in escrow for a real estate sale. These funds can be used for acquiring suitable timberland replacement
property, or if the LKE purchases are not completed, returned to the Company after 180 days and reclassified as
available cash.
CREDIT RATINGS
Both our ability to obtain financing and the related costs of borrowing are affected by our credit ratings, which are
periodically reviewed by the rating agencies. As of December 31, 2017, our credit ratings from S&P and Moody’s were
“BBB-” and “Baa3,” respectively, with both services listing our outlook as “Stable.”
49
STRATEGY
We continuously evaluate our capital structure. Our strategy is to maintain a weighted-average cost of capital
competitive with other timberland REITs and TIMOs, while maintaining an investment grade debt rating as well as
retaining the flexibility to actively pursue capital allocation opportunities as they become available. Overall, we believe
we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to maximize the
value of our timberland and real estate assets under management.
EXPECTED 2018 EXPENDITURES
Capital expenditures in 2018 are forecasted to be between $64 million and $69 million, excluding any strategic
timberland acquisitions we may make. Capital expenditures are expected to be primarily comprised of seedling planting,
fertilization and other silvicultural activities, property taxes, lease payments, allocated overhead and other capitalized
costs. Aside from capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities.
Real estate development investments in 2018 are expected to be between $7 million and $10 million. Expected
real estate development investments are primarily related to Wildlight, our mixed-use community development project
located north of Jacksonville, Florida at the interchange of I-95 and State Road A1A.
Our 2018 dividend payments are expected to be approximately $129 million assuming no change in the quarterly
dividend rate of $0.25 per share or material changes in the number of shares outstanding.
Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general market
conditions and other considerations including capital allocation priorities.
We made no discretionary pension contributions in 2017 or 2016. We have approximately $2.9 million of pension
contribution requirements in 2018 and may make discretionary contributions in the future.
Cash income tax payments in 2018 are expected to be approximately $2.3 million, primarily due to the New Zealand
JV.
50
PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity,
ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures
of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted
EBITDA”), and Cash Available for Distribution (“CAD”). These measures are not defined by Generally Accepted
Accounting Principles (“GAAP”) and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or
change any of the GAAP disclosures described above. Management considers these measures to be important to
estimate the enterprise and shareholder values of the Company as a whole and of its core segments, and for allocating
capital resources. In addition, analysts, investors and creditors use these measures when analyzing our operating
performance, financial condition and cash generating ability. Management uses Adjusted EBITDA as a performance
measure and CAD as a liquidity measure. Adjusted EBITDA and CAD as defined may not be comparable to similarly
titled measures reported by other companies.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash
cost of land and improved development, costs related to shareholder litigation, the gain on foreign currency derivatives,
Large Dispositions, costs related to the spin-off of the Performance Fibers business, discontinued operations, internal
review and restatement costs and the gain related to consolidation of the New Zealand joint venture. Below is a
reconciliation of Net Income to Adjusted EBITDA for the five years ended December 31 (in millions of dollars):
2017
2016
2015
2014
2013
Net Income to Adjusted EBITDA Reconciliation
Net Income .................................................................................... $161.5
32.2
21.8
127.6
13.7
0.7
—
(67.0)
—
—
—
—
Adjusted EBITDA ........................................................................... $290.5
Interest, net, continuing operations .......................................
Income tax expense (benefit), continuing operations ............
Depreciation, depletion and amortization ..............................
Non-cash cost of land and improved development ...............
Costs related to shareholder litigation (a) .............................
Gain on foreign currency derivatives (b) ...............................
Large Dispositions (c) ...........................................................
Cost related to spin-off of Performance Fibers......................
Internal review and restatement costs ..................................
Gain related to consolidation of New Zealand JV .................
Net income from discontinued operations .............................
$217.8
33.0
5.0
115.1
11.7
2.2
(1.2)
(143.9)
—
—
—
—
$239.7
$43.9
34.7
(0.9)
113.7
12.5
4.1
—
—
—
—
—
—
$208.0
$97.8
49.7
(9.6)
120.0
13.2
—
—
(21.4)
3.8
3.4
—
(43.4)
$213.5
$373.8
38.5
(35.7)
116.9
10.2
—
—
(25.7)
—
—
(16.2)
(267.9)
$193.9
(a) Costs related to shareholder litigation include expenses incurred as a result of the securities litigation and the shareholder derivative demands.
See Note 10 — Contingencies. In addition, these costs include the costs associated with 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.
(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 JV.
(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.
See Item 6 — Selected Financial Data for a reconciliation of Adjusted EBITDA to Operating Income by segment
as well as Item 7 — Results of Operations for an analysis of changes in Adjusted EBITDA from the prior year.
51
CAD is a non-GAAP measure of cash generated during a period which is available for common stock dividends,
distributions to the New Zealand minority shareholder, repurchase of the Company’s common shares, debt reduction
and strategic acquisitions. We define CAD as Cash Provided by Operating Activities adjusted for capital spending
(excluding timberland acquisitions, real estate development investments and spending on the Rayonier office building),
Large Dispositions, cash provided by discontinued operations and working capital and other balance sheet changes.
In compliance with SEC requirements for non-GAAP measures, we reduce CAD by mandatory debt repayments which
results in the measure entitled “Adjusted CAD.” Adjusted CAD generated in any period is not necessarily indicative of
the amounts that may be generated in future periods.
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the five years ended
December 31 (in millions):
Cash provided by operating activities
Capital expenditures from continuing operations (a)
Large Dispositions (b)
Cash flow from discontinued operations
Working capital and other balance sheet changes
CAD
Mandatory debt repayments (c)
Adjusted CAD
2017
$256.3
(65.3)
—
—
(2.3)
$188.7
—
$188.7
2016
$203.8
(58.7)
—
—
(0.8)
$144.3
(31.5)
$112.8
2015
$177.2
(57.3)
—
—
(2.5)
$117.4
(131.0)
($13.6)
2014
$320.4
(63.7)
(21.4)
(102.4)
(39.5)
$93.4
—
$93.4
2013
$546.8
(63.2)
(79.7)
(276.3)
(70.0)
$57.6
(42.0)
$15.6
Cash used for investing activities
($223.2)
($283.2)
($166.3)
($196.7)
($470.5)
Cash (used for) provided by financing activities
($6.9)
$114.4
($116.5)
($161.4)
($157.1)
(a) Capital expenditures exclude timberland acquisitions, real estate development investments, spending on the Rayonier office building and
purchases of additional interest in the New Zealand JV.
(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 JV noncontrolling interest shareholder loan. See Note 5 — Debt for additional information.
The following table provides supplemental cash flow data for the five years ended December 31 (in millions):
Purchase of timberlands
Real Estate Development Investments
Distributions to New Zealand minority shareholder (a)
Rayonier Office Building
Purchase of additional interest in New Zealand joint venture
2017
2016
2015
2014
2013
($242.9)
($366.5)
($98.4)
($130.9)
($20.4)
(15.8)
(15.8)
(6.1)
—
(8.7)
(4.9)
(6.3)
—
(2.7)
(1.4)
(0.9)
—
(3.7)
(1.2)
—
—
(1.3)
(1.0)
—
(139.9)
(a)
Includes debt repayments on the New Zealand JV noncontrolling interest shareholder loan. See Note 5 — Debt for additional information.
OFF-BALANCE SHEET ARRANGEMENTS
We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of
their default on critical obligations, and collateral for certain self-insurance programs that we maintain. These
arrangements consist of standby letters of credit and surety bonds. As part of our ongoing operations, we also
periodically issue guarantees to third parties. Off-balance sheet arrangements are not considered a source of liquidity
or capital resources and do not expose us to material risks or material unfavorable financial impacts. See Note 11 —
Guarantees for further discussion.
52
CONTRACTUAL FINANCIAL OBLIGATIONS
In addition to using cash flow from operations and proceeds from Large Dispositions, we finance our operations
and acquisitions through the issuance of debt and by entering into leases. These financial obligations are recorded in
accordance with accounting rules applicable to the underlying transaction, with the result that some are recorded as
liabilities on the Consolidated Balance Sheets, while others are required to be disclosed in the Notes to Consolidated
Financial Statements and Management’s Discussion and Analysis.
The following table aggregates our contractual financial obligations as of December 31, 2017 and anticipated cash
spending by period:
Total
Contractual Financial Obligations (in millions)
Long-term debt (a) ....................................................... $1,025.0
3.4
Current maturities of long-term debt ............................
206.2
Interest payments on long-term debt (b) ......................
200.9
Operating leases — timberland ....................................
4.5
Operating leases — PP&E, offices...............................
23.9
Commitments — derivatives (c)
14.3
Commitments — other (d) ............................................
Total contractual cash obligations ........................ $1,478.2
2018
—
3.4
33.9
9.7
1.1
3.7
8.0
$59.8
Payments Due by Period
2019-2020
$50.0
—
67.2
18.3
1.6
7.0
5.8
$149.9
2021-2022
$325.0
—
55.8
17.7
1.2
7.0
0.5
$407.2
Thereafter
$650.0
—
49.3
155.2
0.6
6.2
—
$861.3
(a) The book value of long-term debt, net of deferred financing costs, is currently recorded at $1,022.0 million on the Company’s Consolidated
Balance Sheet, but upon maturity the liability will be $1,025.0 million.
(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31,
2017.
(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 $2.9 million of pension contribution requirements in 2018 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.
53
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including changes in interest rates, commodity prices and foreign exchange
rates. Our objective is to minimize the economic impact of these market risks. We use derivatives in accordance with
policies and procedures approved by the Audit Committee of the Board of Directors. Derivatives are managed by a
senior executive committee whose responsibilities include initiating, managing and monitoring resulting exposures.
We do not enter into financial instruments for trading or speculative purposes.
Interest Rate Risk
We are exposed to interest rate risk through our variable rate debt, primarily due to changes in LIBOR. However,
we use interest rate swaps to manage our exposure to interest rate movements on our term credit agreements by
swapping existing and anticipated future borrowings from floating rates to fixed rates. As of December 31, 2017 we
had $700 million of U.S. long-term variable rate debt. The notional amount of outstanding interest rate swap contracts
at December 31, 2017 was $650 million. The term credit agreement and associated interest rate swaps mature in
August 2024 and the incremental term loan agreement and associated interest rate swaps mature in May 2026. At
this borrowing level, a hypothetical one-percentage point increase/decrease in interest rates would result in a
corresponding increase/decrease of approximately $0.5 million in interest payments and expense over a 12-month
period.
The fair market value of our long-term fixed interest rate debt is also subject to interest rate risk. The estimated
fair value of our long-term fixed rate debt at December 31, 2017 was $330 million compared to the $325 million principal
amount. We use interest rates of debt with similar terms and maturities to estimate the fair value of our debt. Generally,
the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical
one-percentage point increase/decrease in prevailing interest rates at December 31, 2017 would result in a
corresponding decrease/increase in the fair value of our long-term fixed rate debt of approximately $13 million.
We estimate the periodic effective interest rate on U.S. long-term fixed and variable rate debt to be approximately
3.3% after consideration of interest rate swaps and estimated patronage refunds, excluding unused commitment fees
on the revolving credit facility.
The following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of
expected maturity and their fair values at December 31, 2017:
(Dollars in thousands)
2018
2019
2020
2021
2022
Thereafter
Total
Fair Value
Variable rate debt:
Principal amounts
Average interest rate (a)(b)
Fixed rate debt:
—
—
Principal amounts
$3,375
Average interest rate (b)
Interest rate swaps:
Variable to Fixed
Average pay rate (b)
Average receive rate (b)
—
—
—
—
(a) Excludes estimated patronage refunds.
(b) Interest rates as of December 31, 2017.
—
—
—
—
—
—
—
$50,000
2.82%
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$650,000
$700,000
$700,000
3.12%
3.10%
—
$325,000
3.75%
—
—
$328,375
$333,510
3.71%
—
—
—
—
$650,000
$650,000
$15,440
1.91%
1.37%
1.91%
1.37%
—
—
54
Foreign Currency Exchange Rate Risk
The functional currency of the Company’s New Zealand-based operations and New Zealand JV is the New Zealand
dollar. Through these operations and our ownership in the New Zealand JV, we are exposed to foreign currency risk
on cash held in foreign currencies, shareholder loan payments which are denominated in U.S. dollars and on foreign
export sales and ocean freight payments that are predominantly denominated in U.S. dollars. To mitigate these risks,
the New Zealand JV routinely enters into foreign currency exchange contracts and foreign currency option contracts
to hedge a portion of the New Zealand JV’s foreign exchange exposure. At December 31, 2017, the New Zealand JV
had foreign currency exchange contracts representing 27% of forecast shareholder distribution payments over the
next 12 months. At December 31, 2017, the New Zealand JV also had foreign currency exchange contracts with a
notional amount of $107 million and foreign currency option contracts with a notional amount of $48 million outstanding
related to foreign export sales and ocean freight payments. The amount hedged represents 64% of forecast U.S. dollar
denominated harvesting sales proceeds over the next 18 months and 50% of log trading sales proceeds over the next
3 months. At December 31, 2017, the New Zealand JV also had foreign currency exchange contracts with a notional
amount of $2 million outstanding on behalf of suppliers.
55
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Management’s Report on Internal Control over Financial Reporting ..............................................................
Reports of Independent Registered Public Accounting Firm ..........................................................................
Consolidated Statements of Income and Comprehensive Income for the Three Years Ended
December 31, 2017 ........................................................................................................................................
Consolidated Balance Sheets as of December 31, 2017 and 2016 ...............................................................
Consolidated Statements of Shareholders’ Equity as of December 31, 2015, 2016, and 2017 .....................
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2017 ............................
Notes to Consolidated Financial Statements ..................................................................................................
Note 1 - Nature of Business Operations ..................................................................................................
Note 2 - Summary of Significant Accounting Policies ..............................................................................
Note 3 - Timberland Acquisitions .............................................................................................................
Note 4 - Segment and Geographical Information .....................................................................................
Note 5 - Debt ...........................................................................................................................................
Note 6 - Higher and Better Use Timberlands and Real Estate Development Investments ......................
Note 7 - Joint Venture Investment ............................................................................................................
Note 8 - Commitments .............................................................................................................................
Note 9 - Income Taxes .............................................................................................................................
Note 10 - Contingencies ..........................................................................................................................
Note 11 - Guarantees ..............................................................................................................................
Note 12 - Earnings Per Common Share ..................................................................................................
Note 13 - Derivative Financial Instruments and Hedging Activities ..........................................................
Note 14 - Fair Value Measurements ........................................................................................................
Note 15 - Employee Benefit Plans ...........................................................................................................
Note 16 - Incentive Stock Plans ...............................................................................................................
Note 17 - Other Operating Income (Expense), Net ..................................................................................
Note 18 - Inventory ..................................................................................................................................
Note 19 - Restricted Cash .......................................................................................................................
Note 20 - Other Assets ............................................................................................................................
Note 21 - Assets Held for Sale .................................................................................................................
Note 22 - Accumulated Other Comprehensive Income/(Loss) .................................................................
Note 23 - Quarterly Results for 2017 and 2016 (Unaudited) ....................................................................
Note 24 - Consolidating Financial Statements .........................................................................................
Page
57
58
60
61
62
63
65
65
66
74
75
78
80
81
81
82
86
87
88
89
92
93
97
100
100
100
101
101
102
103
104
56
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To Our Shareholders:
The management of Rayonier Inc. and its subsidiaries is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the
Company’s management and Board of Directors regarding the preparation and fair presentation of the financial
statements for external purposes in accordance with accounting principles generally accepted in the United States of
America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud
may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Rayonier Inc.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this
assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the
criteria set forth in Internal Control — Integrated Framework, management concluded that our internal control over
financial reporting was effective as of December 31, 2017.
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated
financial statements, has issued an audit report on the Company’s internal control over financial reporting as of
December 31, 2017. The report on the Company’s internal control over financial reporting as of December 31, 2017,
is on page 58.
RAYONIER INC.
By:
/s/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer
(Principal Executive Officer)
February 23, 2018
By:
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 23, 2018
By:
/s/ APRIL TICE
April Tice
Director, Financial Services and Corporate Controller
(Principal Accounting Officer)
February 23, 2018
57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Rayonier Inc.
Opinion on Internal Control over Financial Reporting
We have audited Rayonier Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2017,
based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rayonier Inc. and
Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related
consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the
three years in the period ended December 31, 2017, and the related notes and schedule and our report dated February
23, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
Certified Public Accountants
Jacksonville, Florida
February 23, 2018
58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Rayonier Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rayonier Inc. and Subsidiaries (the Company) as
of December 31, 2017 and 2016, the related consolidated statements of income and comprehensive income,
shareholders' equity and cash flows for each of the three years in the period ended December 31, 2017, and the related
notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 23, 2018 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our
audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
Certified Public Accountants
We have served as the Company’s auditor since 2012.
Jacksonville, Florida
February 23, 2018
59
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31,
(Thousands of dollars, except per share data)
SALES .................................................................................................................
Costs and Expenses
Cost of sales ...............................................................................................
Selling and general expenses .....................................................................
Other operating (income) expense, net (Note 17)
OPERATING INCOME .........................................................................................
Interest expense ...................................................................................................
Interest income and miscellaneous income (expense), net .................................
INCOME BEFORE INCOME TAXES ...................................................................
Income tax (expense) benefit (Note 9) ............................................................
NET INCOME .......................................................................................................
Less: Net income (loss) attributable to noncontrolling interest...........................
NET INCOME ATTRIBUTABLE TO RAYONIER INC. .........................................
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax effect of $0,
$0 and $1,066 ..........................................................................................
Cash flow hedges, net of income tax effect of $594, $545 and $91............
Actuarial change and amortization of pension and postretirement plan
liabilities, net of income tax effect of $0, $0 and $470 ..............................
COMPREHENSIVE INCOME ..............................................................................
Less: Comprehensive income (loss) attributable to noncontrolling interest .........
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC..................
EARNINGS PER COMMON SHARE (NOTE 12)
2017
$819,596
2016
$815,915
2015
$568,800
568,253
40,245
(4,393)
604,105
215,491
(34,071)
1,840
183,260
(21,681)
161,579
12,737
148,842
526,439
42,785
(9,086)
560,138
255,777
(32,245)
(698)
222,834
(5,064)
217,770
5,798
211,972
9,114
5,693
6,322
22,822
(208)
14,599
176,178
14,775
$161,403
5,533
34,677
252,447
9,555
$242,892
441,718
45,750
3,548
491,016
77,784
(31,699)
(3,003)
43,082
859
43,941
(2,224)
46,165
(32,451)
(9,961)
2,933
(39,479)
4,462
(13,027)
$17,489
Basic earnings per share attributable to Rayonier Inc.
Diluted earnings per share attributable to Rayonier Inc.
$1.17
$1.16
$1.73
$1.73
$0.37
$0.37
See Notes to Consolidated Financial Statements.
60
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Thousands of dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ..............................................................................................
Accounts receivable, less allowance for doubtful accounts of $23 and $33 .....................
Inventory (Note 18) ...........................................................................................................
Prepaid logging roads ......................................................................................................
Prepaid expenses .............................................................................................................
Assets held for sale (Note 21) ..........................................................................................
Other current assets .........................................................................................................
Total current assets .................................................................................................
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION .......................
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (NOTE 6)
PROPERTY, PLANT AND EQUIPMENT
2017
2016
$112,653
27,693
24,141
11,207
4,786
—
3,047
183,527
2,462,066
$85,909
20,664
21,379
10,228
1,579
23,171
1,874
164,804
2,291,015
80,797
70,374
Land .................................................................................................................................
Buildings ...........................................................................................................................
Machinery and equipment ................................................................................................
Construction in progress ..................................................................................................
Total property, plant and equipment, gross .............................................................
Less—accumulated depreciation .....................................................................................
Total property, plant and equipment, net .................................................................
RESTRICTED CASH (NOTE 19) ..............................................................................................
OTHER ASSETS (NOTE 20) ....................................................................................................
3,962
23,618
4,440
627
32,647
(9,269)
23,378
59,703
49,010
TOTAL ASSETS ..................................................................................................... $2,858,481
2,279
7,990
4,658
8,170
23,097
(9,063)
14,034
71,708
73,825
$2,685,760
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable .............................................................................................................
Current maturities of long-term debt (Note 5) ...................................................................
Accrued taxes ...................................................................................................................
Accrued payroll and benefits ............................................................................................
Accrued interest ...............................................................................................................
Deferred revenue .............................................................................................................
Other current liabilities ......................................................................................................
Total current liabilities ..............................................................................................
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS (NOTE 5) ............................
PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 15) .....................................
OTHER NON-CURRENT LIABILITIES .....................................................................................
COMMITMENTS AND CONTINGENCIES (NOTES 8 and 10)
SHAREHOLDERS’ EQUITY
$25,148
3,375
3,781
9,662
5,054
9,721
11,807
68,548
1,022,004
31,905
43,084
$22,337
31,676
2,657
9,277
5,340
9,099
11,580
91,966
1,030,205
31,856
34,981
Common Shares, 480,000,000 shares authorized, 128,970,776 and 122,904,368 shares
872,228
issued and outstanding ...................................................................................................
707,378
Retained earnings ..............................................................................................................
13,417
Accumulated other comprehensive income (Note 22) ........................................................
1,593,023
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY..................................................
99,917
Noncontrolling interest .......................................................................................................
TOTAL SHAREHOLDERS’ EQUITY .............................................................................
1,692,940
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY ............................................... $2,858,481
709,867
700,887
856
1,411,610
85,142
1,496,752
$2,685,760
See Notes to Consolidated Financial Statements.
61
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Thousands of dollars, except share data)
Common Shares
Shares
Amount
Retained
Earnings
Accumulated
Other
Comprehensive
Income/(Loss)
Non-
controlling
Interest
Shareholders’
Equity
Balance, December 31, 2014 ............................ 126,773,097
$702,598
$790,697
($4,825)
$86,681
$1,575,151
Net income ..........................................................
Dividends ($1.00 per share) ................................
—
—
—
—
46,165
(124,943)
Issuance of shares under incentive stock plans ..
205,219
Stock-based compensation .................................
Tax deficiency on stock-based compensation .....
—
—
Repurchase of common shares...........................
(4,208,099)
Actuarial change and amortization of pension
and postretirement plan liabilities ....................
Adjustments to Rayonier Advanced Materials .....
Foreign currency translation adjustment .............
Cash flow hedges ................................................
—
—
—
—
2,117
4,484
(250)
(122)
—
—
—
—
—
—
—
(100,000)
—
841
—
—
—
—
—
—
—
—
2,933
—
(21,567)
(10,044)
(2,224)
—
—
—
—
—
—
—
(10,884)
83
43,941
(124,943)
2,117
4,484
(250)
(100,122)
2,933
841
(32,451)
(9,961)
Balance, December 31, 2015 ............................ 122,770,217
$708,827
$612,760
($33,503)
$73,656
$1,361,740
Net income ..........................................................
Dividends ($1.00 per share) ................................
—
—
—
—
211,972
(123,155)
Issuance of shares under incentive stock plans ..
179,743
Stock-based compensation .................................
—
Repurchase of common shares...........................
(45,592)
Actuarial change and amortization of pension
and postretirement plan liabilities ....................
Foreign currency translation adjustment .............
Cash flow hedges ................................................
Recapitalization of New Zealand Joint Venture ...
Recapitalization costs ..........................................
—
—
—
—
—
1,576
5,136
(178)
—
—
—
(5,398)
(96)
—
—
(690)
—
—
—
—
—
Balance, December 31, 2016 ............................ 122,904,368
$709,867
$700,887
Cumulative-effect adjustment due to adoption of
ASU No. 2016-16 ................................................
Net income ..........................................................
Dividends ($1.00 per share) ................................
—
—
—
—
—
—
(14,365)
148,842
(127,986)
Issuance of shares under incentive stock plans ..
322,314
Stock-based compensation .................................
Repurchase of common shares...........................
Actuarial change and amortization of pension
and postretirement plan liabilities ....................
Foreign currency translation adjustment .............
Cash flow hedges ................................................
—
(5,906)
—
—
—
4,751
5,396
(176)
—
—
—
Issuance of shares under equity offering, net of
costs ....................................................................
5,750,000
152,390
—
—
—
—
—
—
—
—
—
—
—
—
5,533
2,780
22,608
3,438
—
$856
—
—
—
—
—
—
(208)
7,416
5,353
5,798
—
—
—
—
—
3,542
214
1,960
(28)
217,770
(123,155)
1,576
5,136
(868)
5,533
6,322
22,822
—
(124)
$85,142
$1,496,752
—
12,737
—
—
—
—
—
1,698
340
(14,365)
161,579
(127,986)
4,751
5,396
(176)
(208)
9,114
5,693
—
—
152,390
Balance, December 31, 2017 ............................ 128,970,776
$872,228
$707,378
$13,417
$99,917
$1,692,940
See Notes to Consolidated Financial Statements.
62
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Thousands of dollars)
OPERATING ACTIVITIES
Net income ......................................................................................................................................
$161,579
$217,770
$43,941
Adjustments to reconcile net income to cash provided by operating activities:
2017
2016
2015
Depreciation, depletion and amortization ..............................................................................
Non-cash cost of land and real estate sold ...........................................................................
Stock-based incentive compensation expense .....................................................................
Amortization of debt discount/premium .................................................................................
Deferred income taxes ..........................................................................................................
Non-cash adjustments to unrecognized tax benefit liability ...................................................
Amortization of losses from pension and postretirement plans .............................................
127,566
13,684
5,396
—
21,980
—
465
115,142
11,690
5,136
(462)
5,170
—
2,513
Gain on sale of Large Dispositions .......................................................................................
(66,994)
(143,933)
Other
....................................................................................................................................
(716)
336
Changes in operating assets and liabilities:
Receivables ..........................................................................................................................
Inventories ............................................................................................................................
Accounts payable .................................................................................................................
Income tax receivable/payable .............................................................................................
All other operating activities ..................................................................................................
(6,362)
(1,384)
3,435
(434)
(1,931)
CASH PROVIDED BY OPERATING ACTIVITIES ................................................................
256,284
INVESTING ACTIVITIES
Capital expenditures ........................................................................................................................
Real estate development investments .............................................................................................
(65,345)
(15,784)
2,517
(1,175)
(559)
(206)
(10,138)
203,801
(58,723)
(8,746)
Purchase of timberlands ..................................................................................................................
(242,910)
(366,481)
Assets purchased in business acquisition .......................................................................................
—
(887)
Net proceeds from Large Dispositions ............................................................................................
95,243
203,862
Proceeds from settlement of foreign currency hedge ......................................................................
Rayonier office building under construction .....................................................................................
Change in restricted cash ................................................................................................................
Other ...............................................................................................................................................
—
(6,084)
12,005
(373)
—
(6,307)
(48,184)
2,311
113,708
12,509
4,484
604
(1,475)
135
3,403
—
350
2,034
(9,749)
1,863
(894)
6,251
177,164
(57,293)
(2,676)
(98,409)
—
—
2,804
(908)
(16,836)
7,009
CASH USED FOR INVESTING ACTIVITIES ........................................................................
(223,248)
(283,155)
(166,309)
FINANCING ACTIVITIES
Issuance of debt ..............................................................................................................................
Repayment of debt ..........................................................................................................................
Dividends paid .................................................................................................................................
Proceeds from the issuance of common shares ..............................................................................
Proceeds from the issuance of common shares from equity offering, net of costs ..........................
Repurchase of common shares .......................................................................................................
Debt issuance costs ........................................................................................................................
Other ...............................................................................................................................................
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ............................................
EFFECT OF EXCHANGE RATE CHANGES ON CASH .................................................................
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents .............................................................................................
Balance, beginning of year ..............................................................................................................
63,389
(100,157)
(127,069)
4,751
152,390
(176)
—
—
(6,872)
580
26,744
85,909
Balance, end of year .......................................................................................................................
$112,653
695,916
(458,415)
(122,845)
1,576
—
(690)
(818)
(301)
472,558
(364,402)
(124,936)
2,117
—
(100,000)
(1,678)
(122)
114,423
(116,463)
(937)
(4,173)
34,132
51,777
$85,909
(109,781)
161,558
$51,777
63
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended December 31,
(Thousands of dollars)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year:
Interest
.................................................................................................................................
Income taxes ........................................................................................................................
$36,041
514
$36,289
501
$33,011
277
Non-cash investing activity:
Capital assets purchased on account ...................................................................................
Purchase of timberlands .......................................................................................................
3,809
—
4,683
—
3,429
700
2017
2016
2015
See Notes to Consolidated Financial Statements.
64
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands unless otherwise stated)
1.
NATURE OF BUSINESS OPERATIONS
Rayonier Inc., a North Carolina corporation, including its consolidated subsidiaries (“Rayonier” or “the Company”),
is a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood
timber growing regions in the U.S. and New Zealand. Shares of the Company have a $0.00 par value. Rayonier owns
or leases approximately 2.6 million acres of timberland, located in the United States and New Zealand. Included in
this property is approximately 0.2 million acres of timberlands located primarily along the coastal region from Savannah,
Georgia to Daytona Beach, Florida, some of which has long-term potential for real estate development. The Company
also engages in the trading of logs, primarily to support the Company’s New Zealand export operations.
Rayonier operates in five reportable business segments: Southern Timber, Pacific Northwest Timber, New Zealand
Timber, Real Estate and Trading. See Note 4 — Segment and Geographical Information for further discussion of
reportable business segments.
The Company is a REIT and is generally not required to pay federal income taxes on its U.S. timber harvest
earnings and other U.S. REIT operations contingent upon meeting applicable distribution, income, asset, shareholder
and other tests. The U.S. timber operations are primarily conducted by the Company’s wholly-owned REIT subsidiaries.
Non-REIT qualifying and certain foreign operations, which are subject to corporate-level tax on earnings, are operated
by taxable subsidiaries. These operations include the Real Estate segment’s entitlement activities, limited development
activities and sale of higher and better use (“HBU”) properties. The Company’s consolidated joint venture, Matariki
Forestry Group (“New Zealand JV”), is subject to entity-level tax in New Zealand.
SOUTHERN, PACIFIC NORTHWEST AND NEW ZEALAND TIMBER
The Company’s Timber segments own or lease approximately 2.6 million acres of timberlands located in the U.S.
and New Zealand. The Timber segments conduct timber harvesting activities, manage timberlands and sell timber and
logs to third parties. On March 3, 2016, the Company acquired an additional 12% interest in the New Zealand JV,
which currently owns or leases approximately 410,000 gross acres (293,000 net plantable acres) of New Zealand
timberlands. The acquisition of additional interest brought the Company’s ownership to 77%. The Company maintains
a controlling financial interest in the New Zealand JV and, accordingly, consolidates the New Zealand JV’s balance
sheet and results of operations. Rayonier’s wholly-owned subsidiary, Rayonier New Zealand Limited (“RNZ”) serves
as the manager of the New Zealand JV forests. See Note 7 — Joint Venture Investment.
During 2017, the Company acquired approximately 109,000 acres of timberlands in Florida, Georgia, South
Carolina, Washington and New Zealand for $242.9 million. During 2016, the Company acquired approximately 111,000
acres of timberlands in the U.S. for $366.5 million. See Note 3 — Timberland Acquisitions for additional information.
REAL ESTATE
The vast majority of the Company’s HBU properties are managed as timberland and generate cash flow from
timber operations prior to their sale or, in the case of Improved Development properties, prior to improvement. All of
the Company’s U.S. land sales, including HBU and non-HBU, are reported in the Real Estate segment. Rayonier
employs a detailed land classification process for all of its timberland and HBU acres.
TRADING
The Company’s trading business is comprised of log trading conducted by the New Zealand JV in two core areas
of business: managed export services on behalf of third parties and procured logs for export sale by the New Zealand
JV. The Trading segment primarily complements the New Zealand Timber segment by adding scale and achieving
cost savings that directly benefit the New Zealand Timber segment.
65
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The Company’s consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”). These statements include the accounts of Rayonier
Inc. and its subsidiaries, in which it has a majority ownership or controlling interest. As of April 2013, the Company
held a controlling interest (65%) in the New Zealand JV, and, as such, consolidates its results of operations and Balance
Sheet. In March 2016, the Company made a capital contribution into the New Zealand JV, and as a result, the Company’s
ownership interest increased to 77%. The Company records a noncontrolling interest in its consolidated financial
statements representing the minority ownership interest (23%) of the New Zealand JV’s results of operations and
equity. All intercompany balances and transactions are eliminated.
RECLASSIFICATION OF OTHER OPERATING INCOME, NET
In an effort to report certain revenue and expenses in a manner more representative of activities that constitute
ongoing central operations, the Company has changed its classification of primarily lease and license income, other
non-timber income, carbon credit sales and log agency fees, net of costs from “Other Operating Income (Expense),
Net” to “Sales” and “Cost of Sales.” This reclassification was applied retrospectively to all periods presented and had
no effect on the presentation of operating income, net income, consolidated balance sheets, or consolidated statements
of cash flows.
The impact of the reclassification for the three years ended December 31, 2017 are as follows:
Prior to
Reclassification
Year Ended December 31, 2017
Change in
Accounting
Classification
Sales .........................................................................
Cost of sales .............................................................
Other operating (income) expense, net .....................
$792,659
565,889
(28,966)
$26,937
2,364
24,573
Year Ended December 31, 2016
Change in
Accounting
Classification
As Previously
Classified
Sales ........................................................................
Cost of sales .............................................................
Other operating (income) expense, net .....................
$788,278
524,707
(34,991)
$27,637
1,732
25,905
Year Ended December 31, 2015
Change in
Accounting
Classification
As Previously
Classified
Sales ........................................................................
Cost of sales .............................................................
Other operating (income) expense, net .....................
$544,874
441,099
(19,759)
$23,926
619
23,307
USE OF ESTIMATES
As Adjusted
$819,596
568,253
(4,393)
As Adjusted
$815,915
526,439
(9,086)
As Adjusted
$568,800
441,718
3,548
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
There are risks inherent in estimating and therefore actual results could differ from those estimates.
66
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include time deposits with original maturities of three months or less. The consolidated
cash balance includes time deposits of $26.7 million and $25.6 million at December 31, 2017 and December 31, 2016,
respectively.
ACCOUNTS RECEIVABLE
Accounts receivable are primarily amounts due to the Company for the sale of timber and are presented net of an
allowance for doubtful accounts.
INVENTORY
HBU real estate properties that are expected to be sold within one year are included in inventory at lower of cost
or net realizable value. HBU properties that are expected to be sold after one year are included in a separate balance
sheet line, entitled “Higher and Better Use Timberlands and Real Estate Development Investments.” See below for
additional information.
Inventory also includes logs available to be sold by the Trading segment. Log inventory is recorded at the lower
of cost or net realizable value and expensed to cost of sales when sold to third-party buyers. See Note 18 — Inventory
for additional information.
PREPAID LOGGING ROADS
Costs for roads built in the Pacific Northwest and New Zealand to access particular tracts to be harvested in the
upcoming 24 months to 60 months are recorded as prepaid logging roads. The Company charges such costs to expense
as timber is harvested using an amortization rate determined annually as the total cost of prepaid roads divided by the
estimated tons of timber to be accessed by those roads. The prepaid balance is classified as short-term or long-term
based on the upcoming harvest schedule. See Note 20 — Other Assets for additional information.
ASSETS HELD FOR SALE
Assets that meet the held-for-sale criteria in ASC 360-10-45-9 are recorded in a separate balance sheet line,
entitled “Assets Held for Sale,” and measured at the lower of the carrying amount or fair value less cost to sell. See
Note 21 — Assets Held for Sale for additional information.
TIMBER AND TIMBERLANDS
Timber is stated at the lower of cost or net realizable value. Costs relating to acquiring, planting and growing timber
including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies are
capitalized. Annual lease payments are capitalized or expensed based on the proportion of acres that the Company
will be able to harvest prior to lease expiration. Lease payments made within one year of expiration are expensed as
incurred. Payroll costs are capitalized for time spent on timber growing activities, while interest or any other intangible
costs are not capitalized. An annual depletion rate is established for each particular region by dividing merchantable
inventory cost by standing merchantable inventory volume, which is estimated annually. The Company charges
accumulated costs attributed to merchantable timber to depletion expense (cost of sales), at the time the timber is
harvested or when the underlying timberland is sold.
Upon the acquisition of timberland, the Company makes a determination on whether to combine the newly acquired
merchantable timber with an existing depletion pool or to create a new, separate pool. This determination is based on
the geographic location of the new timber, the customers/markets that will be served and the species mix. If the
acquisition is similar, the cost of the acquired timber is combined into an existing depletion pool and a new depletion
rate is calculated for the pool. This determination and depletion rate adjustment normally occurs in the quarter following
the acquisition.
67
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
HBU timberland is recorded at the lower of cost or net realizable value. These properties are managed as
timberlands until sold or developed with sales and depletion expense related to the harvesting of timber accounted for
within the respective timber segment. At the time of sale, the cost basis of any unharvested timber is recorded as
depletion expense, a component of cost of sales, within the Real Estate segment.
Real estate development investments include capitalized costs for targeted infrastructure improvements, such
as roadways and utilities. HBU timberland and real estate development investments expected to be sold within twelve
months are recorded as inventory. See Note 6 — Higher and Better Use Timberlands and Real Estate Development
Investments for additional information.
PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION
Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction
and installation costs. The Company depreciates its assets, including office and transportation equipment, using the
straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the
straight-line method over 15 to 35 years and 5 to 30 years, respectively.
Gains and losses on the retirement of assets are included in operating income. Long-lived assets are reviewed
for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be
recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the
amount the carrying value exceeds the fair value of the assets, which is based on a discounted cash flow model. Assets
to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair
value was established as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar
assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that
are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies
and similar techniques that use significant unobservable inputs.
GOODWILL
Goodwill represents the excess of the acquisition cost of the New Zealand Timber segment over the fair value of
the net assets acquired. Goodwill is not amortized, but is periodically reviewed for impairment. An impairment test for
this reporting unit’s goodwill is performed annually and whenever events or circumstances indicate that the value of
goodwill may be impaired. The Company compares the fair value of the New Zealand Timber segment, using an
independent valuation for the New Zealand forest assets, to its carrying value including goodwill. The independent
valuation of the New Zealand forest assets is based on discounted cash flow models where the fair value is calculated
using cash flows from sustainable forest management plans. The fair value of the forest assets is measured as the
present value of cash flows from one growth cycle based on the productive forest land, taking into consideration
environmental, operational, and market restrictions. These cash flow valuations involve a number of estimates that
require broad assumptions and significant judgment regarding future performance. The annual impairment test was
performed as of October 1, 2017; the estimated fair value of the New Zealand Timber segment exceeded its carrying
value and no impairment was recorded.
68
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
FOREIGN CURRENCY TRANSLATION
The functional currency of the Company’s New Zealand-based operations is the New Zealand dollar. All assets
and liabilities are translated into U.S. dollars at the exchange rate in effect at the respective balance sheet dates.
Translation gains and losses are recorded as a separate component of Accumulated Other Comprehensive Income
(“AOCI”), within Shareholders’ Equity.
U.S. denominated transactions of the New Zealand JV are translated into New Zealand dollars at the exchange
rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges. All income
statement items of the New Zealand JV are translated into U.S. dollars for reporting purposes using monthly average
exchange rates with translation gains and losses being recorded as a separate component of AOCI, within Shareholders’
Equity.
REVENUE RECOGNITION
The Company generally recognizes revenues when the following criteria are met: (i) persuasive evidence of an
agreement exists, (ii) delivery has occurred or services rendered, (iii) the Company’s price to the buyer is fixed and
determinable, and (iv) collectibility is reasonably assured.
TIMBER SALES
Revenue from the sale of timber is recognized when title passes to the buyer. The Company utilizes two primary
methods or sales channels for the sale of timber, a stumpage or standing timber model and a delivered log model. The
sales method the Company employs depends upon local market conditions and which method management believes
will provide the best overall margins. Under the stumpage model, standing timber is sold primarily under pay-as-cut
contracts, with specified duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber
is severed and the sales volume is determined. The Company also sells stumpage under lump-sum contracts for
specified parcels where the Company receives cash for the full agreed value of the timber prior to harvest and title
and risk of loss pass to the buyer upon signing the contract. The Company retains interest in the land, slash products,
and the use of the land for recreational and other purposes. Any uncut timber remaining at the end of the contract
period reverts to the Company. Revenue is recognized for lump-sum timber sales when payment is received, the
contract is signed and title and risk of loss pass to the buyer. A third type of stumpage sale the Company utilizes is an
agreed-volume sale, whereby revenue is recognized as periodic physical observations are made of the percentage of
acreage harvested.
Under the delivered log model, the Company hires third-party loggers and haulers to harvest timber and deliver it
to a buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers
on open credit terms. Sales of export logs generally require a letter of credit from an approved bank.
Revenue is recognized when the logs are delivered and title and risk of loss transfer to the buyer. For domestic
log sales, title and risk are considered passed to the buyer as the logs are delivered to the customer. For export log
sales (primarily in New Zealand), title and risk are considered passed to the buyer at the time the ship leaves the
port.
Non-timber income is primarily comprised of hunting and recreational licenses. Such income and any related cost
are recognized ratably over the term of the agreement and included in “Sales” and “Cost of Sales”, respectively.
LOG TRADING
Domestic log trading revenue for sales within New Zealand is recorded when the goods are received by the
customer and title passes. Export log trading revenue is recorded when the ship leaves the port, at which time title
passes to the customer.
69
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
REAL ESTATE
The Company generally recognizes revenue on sales of real estate using the full accrual method at closing when
cash has been received, title and risk of loss have passed to the buyer and there is no continuing involvement with
the property. Revenue is recognized using the percentage-of-completion method on sales of real estate containing
future performance obligations. Cost of sales associated with real estate sold includes the cost of the land, the cost of
any timber on the property that was conveyed to the buyer, any real estate development costs and any closing costs
including sales commissions that may be borne by the Company. Costs incurred to obtain land use entitlements or for
infrastructure such as utilities, roads or other improvements are charged to cost of sales for a project as a percentage
of revenue earned to total anticipated revenue and costs for each project.
When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and
estimates of future development costs benefiting the property sold through completion. Costs are allocated to each
sold unit or lot based upon the relative sales value. For purposes of allocating development costs, estimates of future
revenues and development costs are re-evaluated periodically throughout the year, with adjustments being allocated
prospectively to the remaining units available for sale.
EMPLOYEE BENEFIT PLANS
The determination of expense and funding requirements for Rayonier’s defined benefit pension plan, its unfunded
excess pension plan and its postretirement life insurance plan are largely based on a number of actuarial assumptions.
The key assumptions include discount rate, return on assets, salary increases, mortality rates and longevity of
employees. See Note 15 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the
net periodic benefit cost for the year ended December 31, 2017.
Periodic pension and other postretirement expense is included in “Cost of sales” and “Selling and general expenses”
in the Consolidated Statements of Income and Comprehensive Income. At December 31, 2017 and 2016, the
Company’s pension plans were in a net liability position (underfunded) of $30.6 million and $30.6 million, respectively.
The estimated amount to be paid in the next 12 months is recorded in “Accrued payroll and benefits” on the Consolidated
Balance Sheets, with the remainder recorded as a long-term liability in “Pension and Other Postretirement Benefits.”
Changes in the funded status of the Company’s plans are recorded through other comprehensive income (loss) in the
year in which the changes occur. The Company measures plan assets and benefit obligations as of the fiscal year-
end. See Note 15 — Employee Benefit Plans for additional information.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the
financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards
and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using rates expected
to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled.
The Company recognizes the effect of a change in income tax rates on deferred tax assets and liabilities in the
Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date of the
rate change. The Company records a valuation allowance to reduce the carrying amounts of deferred tax assets if it
is more-likely-than-not that such deferred tax assets will not be realized.
In determining the provision for income taxes, the Company computes an annual effective income tax rate based
on annual income by legal entity, permanent differences between book and tax, and statutory income tax rates by
jurisdiction. Inherent in the effective tax rate is an assessment of the ultimate outcome of current period uncertain tax
positions. The Company adjusts its annual effective tax rate as additional information on outcomes or events becomes
available. Discrete items such as taxing authority examination findings or legislative changes are recognized in the
period in which they occur.
70
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The Company’s income tax returns are subject to audit by U.S. federal, state and foreign taxing authorities. In
evaluating the tax benefits associated with various tax filing positions, the Company records a tax benefit for an uncertain
tax position if it is more-likely-than-not to be realized upon ultimate settlement of the issue. The Company records a
liability for an uncertain tax position that does not meet this criterion. The Company adjusts its liabilities for uncertain
tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations
expires for the relevant taxing authority to examine the tax position or when new facts or information becomes available.
Liabilities for unrecognized tax benefits are included in “Other Non-Current Liabilities” in the Company’s Consolidated
Balance Sheets. See Note 9 — Income Taxes for additional information.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, stating entities should recognize income tax
consequences of intra-entity transfers of assets other than inventory in the period in which they occur. As such, the
Company is required to apply the changes on a modified retrospective basis through a cumulative-effect adjustment
directly to retained earnings as of the beginning of the period of adoption. ASU No. 2016-16 is effective for annual
periods beginning after December 15, 2017 with early adoption permitted at the beginning of an annual period for
which financial statements have not been issued. Rayonier early adopted ASU No. 2016-16 during the first quarter
ended March 31, 2017. See Note 9 — Income Taxes for additional information.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements
to Employee Share-Based Payment Accounting. This update simplifies the accounting for employee share-based
payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements,
as well as classification in the statement of cash flows. ASU No. 2016-09 is effective for annual periods beginning after
December 15, 2016, and interim periods within those annual periods. Rayonier adopted ASU No. 2016-09 during the
first quarter ended March 31, 2017. Upon adoption, additional excess tax benefits and tax deficiencies are recorded
to “Income tax expense” in the Consolidated Statements of Income and Comprehensive Income, forfeitures are
accounted for when they occur and cash paid by Rayonier when directly withholding shares for tax withholding purposes
are classified as a financing activity within the Consolidated Statements of Cash Flows. The adoption of this standard
did not have a material impact on the consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition
of a Business, which revised the definition of a business. This update will likely result in more of Rayonier’s future
timberland acquisitions being accounted for as asset acquisitions as opposed to acquisitions of a businesses. ASU
No. 2017-01 is effective for annual periods beginning after December 15, 2017 with early adoption permitted, including
adoption in an interim period. Rayonier early adopted ASU No. 2017-01 during the fourth quarter ended December
31, 2017 and will apply the standard prospectively, as required.
Rayonier adopted ASU Nos. 2015-11, 2016-01 (early adopted), 2016-05, 2017-04 (early adopted) and 2017-09
(early adopted) in the fourth quarter ended December 31, 2017 with no material impact on the consolidated financial
statements.
NEW ACCOUNTING PRONOUNCEMENTS
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements
to Accounting for Hedging Activities, which will make more financial and nonfinancial hedging strategies eligible for
hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess
effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies,
simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs.
ASU No. 2017-12 is effective for annual periods beginning after December 15, 2018, and interim periods within those
annual periods. Early adoption is permitted and the amended presentation and disclosure guidance is required to be
applied on a prospective basis. The Company is currently evaluating the impact of adopting this new guidance on the
consolidated financial statements.
71
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving
the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that an
employer report the service cost component of net periodic benefit cost in the Consolidated Statements of Income in
the same line item as other compensation costs arising from services rendered by the pertinent employees during the
period. Additionally, the other components of net periodic benefit cost (interest cost, expected return on plan assets
and amortization of losses or gains) are required to be presented in the income statement separately from the service
cost component and outside a subtotal of income from operations. If a separate line item is used to present the other
components of net benefit cost, that line item must be appropriately described. If a separate line item is not used, the
line item used in the income statement to present the other components of net benefit cost must be disclosed. ASU
No. 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those
annual periods. ASU No. 2017-07 is required to be applied retrospectively to all periods presented beginning in the
period of adoption. Rayonier intends to adopt ASU No. 2017-07 in the Company’s first quarter 2018 Form 10-Q. Interest
cost, expected return on plan assets and amortization of losses or gains are currently recorded in “Selling and general
expenses” and “Cost of sales” in the Consolidated Statements of Income and “Timber and timberlands, net of depletion
and amortization” in the Consolidated Balance Sheets. Upon adoption, these components of net period benefit cost
will be recorded in “Interest income and miscellaneous income (expense), net.” As the Company froze benefits for all
employees participating in the pension plan effective December 31, 2016, the service cost component of net period
benefit is no longer recognized by Rayonier. Based on current actuarial estimates and management assumptions,
Rayonier anticipates that the adoption of this standard will not have a significant impact on the Company’s consolidated
financial statements. See Note 15 — Employee Benefit Plans for the components of net periodic benefit cost.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash,
which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents
and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally
described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when
reconciling the beginning-of-period and end-of-period total amounts shown on the Consolidated Statements of Cash
Flows. ASU No. 2016-18 is effective for annual periods beginning after December 15, 2017, and interim periods within
those annual periods. ASU No. 2016-18 is required to be applied retrospectively to all periods presented beginning in
the period of adoption. Rayonier intends to adopt ASU No. 2016-18 in the Company’s first quarter 2018 Form 10-Q.
The Company currently records changes in restricted cash within the investing section of the Consolidated Statements
of Cash Flows. Upon adoption, restricted cash will be included with cash and cash equivalents when reconciling the
beginning-of-period and end-of-period total amounts shown on the Consolidated Statements of Cash Flows and
therefore changes in restricted cash will not be reported as cash flow activities. Rayonier will continue to disclose the
nature of restrictions on the Company’s cash, cash equivalents, and restricted cash. See Note 19 — Restricted Cash
for additional information.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain
Cash Receipts and Cash Payments, which addresses the diversity in practice in how certain cash receipts and cash
payments are presented and classified in the Consolidated Statements of Cash Flows under Topic 230, Statement of
Cash Flows, and other Topics. This update addresses eight specific cash flow issues with the objective of reducing
the existing diversity in practice. ASU No. 2016-15 is effective for annual periods beginning after December 15, 2017,
and interim periods within those annual periods. ASU No. 2016-15 is required to be applied retrospectively to all periods
presented beginning in the period of adoption. Early adoption is permitted. The Company anticipates the adoption of
this standard will not have a significant impact on the Company’s consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which currently requires lessees to
recognize most leases on their balance sheets related to the rights and obligations created by those leases. ASU No.
2016-02 also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty
of cash flows arising from leases. ASU No. 2016-02 is effective for annual reporting periods beginning after December
15, 2018, including interim periods within that reporting period. ASU No. 2016-02 is required to be applied on a modified
retrospective basis beginning at the earliest period presented. Early adoption is permitted. The Company is currently
evaluating the impact of adopting this new guidance on the consolidated financial statements.
72
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
In May 2014, the FASB and International Accounting Standards Board (“IASB”) jointly issued ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606), a comprehensive new revenue recognition standard that will
supersede current revenue recognition guidance. The guidance provides a unified model to determine when and how
revenue is recognized and will require enhanced disclosures regarding the nature, amount, timing and uncertainty of
revenue and cash flows arising from an entity’s contracts with customers. In August 2015, the FASB issued ASU No.
2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date. ASU No. 2015-14 provides a one-
year deferral of the effective date of the new standard, with an option for organizations to adopt early based on the
original effective date. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers -
Identifying Performance Obligations and Licensing. The update clarifies the guidance for identifying performance
obligations. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606):
Narrow-Scope Improvements and Practical Expedients. The update clarifies the guidance for assessing collectibility,
presenting sales taxes and other similar taxes collected from customers, non-cash consideration, contract modifications
at transition, completed contracts at transition and disclosing the accounting change in the period of adoption. In
February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of
Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for
Partial Sales of Nonfinancial Assets. The update clarifies that a financial asset is within the scope of Subtopic 610-20
if it meets the definition of an in substance nonfinancial asset. This standard will be effective for Rayonier beginning
January 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment
as of the date of adoption. The Company expects to adopt using the cumulative-effect method.
As of December 31, 2017, and subject to the Company’s ongoing evaluation of new transactions and contracts,
Rayonier has substantially completed its evaluation of the expected impact of adopting Topic 606 and anticipates that
the adoption of this standard will not have a significant impact on the Company’s consolidated financial statements
aside from adding expanded disclosures. Rayonier is also currently identifying and implementing appropriate changes
to its business processes, systems and controls to support revenue recognition and disclosures under Topic 606. A
material change in controls over financial reporting is not anticipated.
SUBSEQUENT EVENTS
The Company has evaluated events occurring from December 31, 2017 to the date of issuance for potential
recognition or disclosure in the consolidated financial statements. No events were identified that warranted recognition
or disclosure.
73
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
3.
TIMBERLAND ACQUISITIONS
In 2017, the Company acquired approximately 95,100 acres of timberlands (including approximately 11,000 acres
of leased lands) in Florida, Georgia and South Carolina for $214.3 million using proceeds from the offering and sale
of 5.75 million shares under the universal shelf registration along with like-kind exchange proceeds. In five additional
transactions throughout 2017, Rayonier purchased approximately 7,000 acres of timberland located in Georgia and
Washington for approximately $7.2 million, which were funded with like-kind exchange proceeds. All acquisitions were
accounted for as asset purchases.
Additionally, in two transactions during 2017, the Company acquired forestry rights covering approximately 8,000
acres of timberland with mature timber in New Zealand for approximately $21.4 million. These acquisitions were funded
through the short-term working capital facility, which was fully repaid during the year.
In 2016, the Company completed a business combination that resulted in the acquisition of 61,000 acres of
timberland in Oregon and Washington for a final purchase price of approximately $263 million. The acquisition was
funded with proceeds received from a Large Disposition completed in May 2016 and by entering into a $300 million
incremental term loan. In five additional transactions throughout 2016, Rayonier purchased approximately 50,000 acres
of timberland located in Florida, Georgia and Texas for approximately $103.9 million. These acquisitions were funded
with cash on hand, like-kind exchange proceeds, and borrowings under the revolving credit facility, and were accounted
for as asset purchases.
The following table summarizes the timberland acquisitions at December 31, 2017 and 2016:
Florida .......................................................................................
Georgia .....................................................................................
Oregon ......................................................................................
South Carolina ..........................................................................
Texas .........................................................................................
Washington ...............................................................................
New Zealand .............................................................................
Total Acquisitions ....................................................................
2017
2016
Cost
$32,334
147,833
—
39,884
—
1,483
21,376
$242,910
Acres
15,382
68,473
—
17,651
—
481
7,546
109,533
Cost
$14,323
12,485
239,896
—
77,139
22,638
—
$366,481
Acres
6,937
5,427
55,603
—
37,513
5,247
—
110,727
74
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
4.
SEGMENT AND GEOGRAPHICAL INFORMATION
Rayonier operates in five reportable segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber,
Real Estate and Trading.
The Company’s timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber and New
Zealand Timber segments. Sales in the Timber segments include all activities related to the harvesting of timber in
addition to lease and license activities, other non-timber activities and carbon credit sales.
Real Estate sales include all U.S. property sales, including those lands designated as higher and better use (HBU).
The Company’s Real Estate sales categories include Improved Development, Unimproved Development, Rural, Non-
Strategic / Timberlands and Large Dispositions. Large Dispositions include sales of timberland that exceed $20 million
in size and do not have a demonstrable premium relative to timberland value. Improved development includes sales
of development property for which Rayonier, through one of its taxable REIT subsidiaries, has invested in infrastructure
to enhance the value and marketability of the property. The unimproved development sales category comprises
properties sold for commercial, industrial or residential development purposes and for which Rayonier has not invested
in site improvements such as infrastructure.
The Trading segment comprises log trading in New Zealand, conducted by the Company’s New Zealand JV in two
core areas of business, managed export services on behalf of third parties and procured logs for export sale by the
New Zealand JV. Sales in the Trading segment also include log agency fees. The Trading segment primarily
complements the New Zealand Timber segment by adding scale and achieving cost savings that directly benefit the
New Zealand Timber segment.
Sales between operating segments are made based on estimated fair market value, and intercompany sales,
purchases and profits (losses) are eliminated in consolidation. The Company evaluates financial performance based
on segment operating income and Adjusted EBITDA. Asset information is not reported by segment, as the company
does not produce asset information by segment internally.
Operating income as presented in the Consolidated Statements of Income and Comprehensive Income is equal
to segment income. Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income
are not allocated to segments. These items, which include interest income (expense), miscellaneous income (expense)
and income tax (expense) benefit, are not considered by management to be part of segment operations and are
included under “Corporate and other.”
Segment information for each of the three years ended December 31, 2017 follows:
Southern Timber
................................................................................................................. $144,510
$151,192
$157,845
2017
Sales
2016
2015
Pacific Northwest Timber
....................................................................................................
New Zealand Timber ...........................................................................................................
Real Estate (a) ....................................................................................................................
91,877
247,609
183,016
Trading ...............................................................................................................................
152,584
.......................................................................................................................... $819,596
Total
77,802
177,889
299,350
109,682
80,214
162,803
86,493
81,445
$815,915
$568,800
(a) The years 2017 and 2016 include Large Dispositions of $95.4 million and $207.3 million, respectively.
75
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Southern Timber
Pacific Northwest Timber
................................................................................................................
...................................................................................................
New Zealand Timber ..........................................................................................................
Real Estate (a)
...................................................................................................................
116,038
202,379
Trading ..............................................................................................................................
Corporate and other ...........................................................................................................
Total Operating Income ............................................................................................
Unallocated interest expense and other .............................................................................
Total Income before Income Taxes .....................................................................................
4,578
2,002
(20,891)
(20,782)
(24,087)
215,491
255,777
77,784
(32,231)
(32,943)
(34,702)
$183,260
$222,834
$43,082
Operating Income/(Loss)
2016
2015
2017
$42,254
$43,098
$46,669
1,127
72,385
(3,992)
33,072
6,917
2,775
44,263
1,247
(a) The years 2017 and 2016 include Large Dispositions of $67.0 million and $143.9 million, respectively.
Gross Capital Expenditures
2015
2016
2017
Capital Expenditures (a)
Southern Timber
..................................................................................................................
Pacific Northwest Timber .....................................................................................................
New Zealand Timber
...........................................................................................................
Real Estate ..........................................................................................................................
Trading ................................................................................................................................
Corporate and other
............................................................................................................
$34,476
$33,487
$33,245
10,254
17,046
1,348
—
2,221
8,036
16,095
8,515
15,143
315
—
790
313
—
77
Total capital expenditures ...........................................................................................
$65,345
$58,723
$57,293
Timberland Acquisitions
Southern Timber
.................................................................................................................. $220,051
1,483
Pacific Northwest Timber .....................................................................................................
New Zealand Timber
...........................................................................................................
Real Estate ..........................................................................................................................
Trading ................................................................................................................................
Corporate and other
—
Total timberland acquisitions ...................................................................................... $242,910
............................................................................................................
21,376
—
—
$103,947
$54,408
262,534
—
—
—
—
34,052
9,949
—
—
—
$366,481
$98,409
Total Gross Capital Expenditures .................................................................................... $308,255
$425,204
$155,702
(a) Excludes timberland acquisitions presented separately in addition to spending on the Rayonier office building of $6.1 million, $6.3 million and
$0.9 million and real estate development investments of $15.8 million, $8.7 million and $2.7 million in the years 2017, 2016 and 2015, respectively.
76
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Southern Timber
..................................................................................................................
Pacific Northwest Timber .....................................................................................................
New Zealand Timber
...........................................................................................................
Real Estate (a)
....................................................................................................................
Trading ................................................................................................................................
32,008
36,363
27,479
—
Corporate and other
............................................................................................................
794
........................................................................................................................... $146,001
Total
25,246
23,447
52,304
—
402
14,842
29,741
14,533
—
293
$151,146
$113,708
Depreciation,
Depletion and Amortization
2015
2016
2017
$49,357
$49,747
$54,299
(a) The years 2017 and 2016 include Large Dispositions of $18.4 million and $36.1 million, respectively.
Non-Cash Cost of Land and
Improved Development
2016
2015
2017
Southern Timber .......................................................................................................................
Pacific Northwest Timber ..........................................................................................................
New Zealand Timber
................................................................................................................
—
—
128
—
—
1,824
—
—
467
Real Estate (a)
.........................................................................................................................
Trading .....................................................................................................................................
Corporate and other
.................................................................................................................
23,370
32,038
12,042
—
—
—
—
—
—
Total
................................................................................................................................
$23,498
$33,862
$12,509
(a) The years 2017 and 2016 include Large Dispositions of $9.8 million and $22.2 million, respectively.
Sales by Product Line
2016
2015
2017
Southern Timber
.................................................................................................................. $144,510
$151,192
$157,845
Pacific Northwest Timber .....................................................................................................
91,877
77,802
80,214
New Zealand Timber
...........................................................................................................
247,609
177,889
162,803
Real Estate
Improved Development
..............................................................................................
Unimproved Development ..........................................................................................
Rural
..........................................................................................................................
Non-Strategic / Timberlands .......................................................................................
Large Dispositions .....................................................................................................
6,348
16,405
18,632
46,280
95,351
Total Real Estate .................................................................................................................
183,016
Trading ................................................................................................................................
152,584
Total Sales ................................................................................................................ $819,596
1,740
5,540
18,672
66,133
207,265
299,350
109,682
2,610
6,399
22,653
54,831
—
86,493
81,445
$815,915
$568,800
Geographical Operating Information
2017
Sales
2016
2015
2017
Operating Income
2016
2015
Identifiable Assets
2016
2017
United States .......... $419,403
New Zealand ..........
400,193
Total .............. $819,596
$528,344
$324,552
$138,528
$220,703
$73,749
$2,331,230
$2,181,658
287,571
244,248
76,963
35,074
4,035
527,251
504,102
$815,915
$568,800
$215,491
$255,777
$77,784
$2,858,481
$2,685,760
77
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
5.
DEBT
Rayonier’s debt consisted of the following at December 31, 2017 and 2016:
Term Credit Agreement due 2024 at a variable interest rate of 3.0% at December 31, 2017
$350,000
$350,000
2017
2016
Senior Notes due 2022 at a fixed interest rate of 3.75%
Incremental Term Loan Agreement due 2026 at a variable interest rate of 3.3% at December 31,
2017
Mortgage notes repaid in 2017 at fixed interest rates of 4.35% (a)
Revolving Credit Facility due 2020 at a variable interest rate of 2.8% at December 31, 2017
Solid waste bonds repaid in 2017 at a variable interest rate of 2.0% at December 31, 2016
New Zealand JV noncontrolling interest shareholder loan at 0% interest rate
Total debt
Less: Current maturities of long-term debt
Less: Deferred financing costs
Long-term debt, net of deferred financing costs
325,000
325,000
300,000
300,000
—
50,000
—
3,375
31,676
25,000
15,000
18,796
1,028,375
1,065,472
(3,375)
(2,996)
(31,676)
(3,591)
$1,022,004
$1,030,205
Principal payments due during the next five years and thereafter are as follows:
2018 .........................................................................................................................................................................
2019 .........................................................................................................................................................................
2020 .........................................................................................................................................................................
2021 .........................................................................................................................................................................
2022 .........................................................................................................................................................................
$3,375
—
50,000
—
325,000
Thereafter
Total debt
................................................................................................................................................................
650,000
................................................................................................................................................................. $1,028,375
(a) The mortgage notes, repaid in August 2017, were recorded at a premium of $0.2 million as of December 31, 2016.
TERM CREDIT AGREEMENT
In August 2015, the Company entered into a credit agreement with CoBank, ACB, as administrative agent, and a
syndicate of Farm Credit institutions and other commercial banks to provide $550 million of new credit facilities, including
a nine-year $350 million term loan facility. The periodic interest rate on the term loan facility is subject to a pricing grid
based on the Company’s leverage ratio, as defined in the credit agreement. As of December 31, 2017, the periodic
interest rate on the term loan facility was LIBOR plus 1.625%. Monthly payments of interest only are due on this loan
through maturity. Following the closing of the term loan, the Company entered into several interest rate swap transactions
to fix the cost of the term loan facility over its nine-year term. The term credit agreement allows the Company to receive
annual patronage payments, which are profit distributions made by a cooperative to its member-users based on the
quantity or value of business done with the member-user. The Company estimates the effective interest rate on the
term loan facility to be approximately 3.3% after consideration of the interest rate swaps and estimated patronage
refunds. For additional information on the Company’s interest rate swaps see Note 13 — Derivative Financial
Instruments and Hedging Activities.
78
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
3.75% SENIOR NOTES ISSUED MARCH 2012
In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022, guaranteed by certain
subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. The guarantors were
revised in October 2012, leaving TRS and Rayonier Operating Company LLC as the remaining guarantors. See Note
24 - Consolidating Financial Statements for further information regarding the subsidiary guarantors.
INCREMENTAL TERM LOAN AGREEMENT
In April 2016, the Company entered into an incremental term loan agreement with CoBank, ACB, as administrative
agent, and a syndicate of Farm Credit institutions to provide a 10-year, $300 million incremental term loan. Proceeds
from the new term loan were used to fund Rayonier’s portion of the Menasha acquisition net of the proceeds received
from the Washington disposition, to repay approximately $105 million outstanding on the Company’s revolving credit
facility and for general corporate purposes. The periodic interest rate on the incremental term loan agreement is subject
to a pricing grid based on the Company’s leverage ratio, as defined in the credit agreement. As of December 31, 2017,
the periodic interest rate on the incremental term loan was LIBOR plus 1.900%. Monthly payments of interest only are
due on this loan through maturity. Following the closing of the incremental term loan, the Company entered into several
interest rate swap transactions to fix the cost of the facility over its 10-year term. The Company estimates the effective
interest rate on the incremental term loan facility to be approximately 2.8% after consideration of the interest rate swaps
and estimated patronage payments. For additional information on the Company’s interest rate swaps see Note 13 —
Derivative Financial Instruments and Hedging Activities.
$105 MILLION SECURED MORTGAGE NOTES ASSUMED
In November 2011, in connection with the acquisition of approximately 250,000 acres of timberlands, the Company
assumed notes totaling $105 million, secured by mortgages on certain parcels of the timberlands acquired. The notes
had fixed interest rates of 4.35% with original terms of seven years maturing in August 2017. The Company prepaid
$21.0 million of principal on the mortgage notes concurrent with the acquisition and an additional $10.5 million during
each of the years 2012 through 2016, the maximum amounts allowed without penalty at the respective dates. The
remaining principal on the notes of $31.5 million was repaid in August 2017.
REVOLVING CREDIT FACILITY
In August 2015, the Company entered into a five-year $200 million unsecured revolving credit facility, replacing
the previous $200 million revolving credit facility and $100 million farm credit facility which were scheduled to expire
in April 2016 and December 2019, respectively. The periodic interest rate on the revolving credit facility is subject to a
pricing grid based on the Company’s leverage ratio, as defined in the credit agreement. As of December 31, 2017, the
periodic interest rate on the revolving credit facility was LIBOR plus 1.250%, with an unused commitment fee of 0.175%.
Monthly payments of interest only are due on this loan through maturity. At December 31, 2017, the Company had
$139.6 million of available borrowings under this facility, net of $10.4 million to secure its outstanding letters of credit.
JOINT VENTURE DEBT
In April 2013, Rayonier acquired an additional 39% interest in its New Zealand JV, bringing its total ownership to
65%, and as a result, the New Zealand JV’s debt was consolidated effective on that date. On March 3, 2016, as a
result of a capital contribution, the Company’s ownership interest in the New Zealand JV increased to 77%. See Note
7 — Joint Venture Investment for further information.
SHAREHOLDER LOAN
The shareholder loan is an interest-free loan from the noncontrolling New Zealand JV partner with a remaining
principal outstanding of $3 million. This loan represents part of the noncontrolling party’s investment in the New Zealand
JV. The loan is unsecured and subordinated to the Working Capital Facilities of the New Zealand JV. Although Rayonier
Inc. is not liable for this loan, the shareholder loan instrument contains features with characteristics of both debt and
equity and is therefore required to be classified as debt and consolidated. As the loan is effectively at par, the carrying
amount is deemed to be the fair value. The entire balance of the shareholder loan was classified as short-term debt
at December 31, 2017 since the Company’s intent is to fully repay the loan in 2018.
79
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
WORKING CAPITAL FACILITIES
In June 2016, the New Zealand JV entered into a 12-month NZ$20 million working capital facility and an 18-month
NZ$20 million working capital facility, replacing the previous NZ$40 million facility that expired in June 2016. Both
working capital facilities were renewed in 2017 for an additional 12-month term, with new expiration dates of June 30,
2018 and December 31, 2018. The NZ$40 million Working Capital Facility is available for short-term operating cash
flow needs of the New Zealand JV. This facility holds a variable interest rate indexed to the 90-day New Zealand Bank
Bill rate (“BKBM”). The margins are set for the term of the facility. During the year ended December 31, 2017, the New
Zealand JV made borrowings and repayments of $38.4 million on its working capital facility. At December 31, 2017,
there was no outstanding balance on the Working Capital Facility.
DEBT COVENANTS
In connection with the Company’s $350 million term credit agreement (the “Term Credit Agreement”), $300 million
incremental term loan agreement (the “Incremental Term Loan Agreement”) and $200 million revolving credit facility
(“the Revolving Credit Facility”), customary covenants must be met, the most significant of which include interest
coverage and leverage ratios.
In addition to these financial covenants listed above, the Senior Notes, Term Credit Agreement, Incremental Term
Loan Agreement and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the
disposition of assets, among others. At December 31, 2017, the Company was in compliance with all covenants.
6.
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
Rayonier continuously assesses potential alternative uses of its timberlands, as some properties may become
more valuable for development, residential, recreation or other purposes. The Company periodically transfers, via a
sale or contribution from the REIT to TRS, HBU timberlands to enable land-use entitlement, development or marketing
activities. The Company also acquires HBU properties in connection with timberland acquisitions. These properties
are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational
land, the Company also selectively pursues various land-use entitlements on certain properties for residential,
commercial and industrial development in order to enhance the long-term value of such properties. For selected
development properties, Rayonier also invests in targeted infrastructure improvements, such as roadways and utilities,
to accelerate the marketability and improve the value of such properties.
An analysis of higher and better use timberlands and real estate development costs from December 31, 2016 to
December 31, 2017 is shown below:
Non-current portion at December 31, 2016
Plus: Current portion (a)
Total Balance at December 31, 2016
Non-cash cost of land and improved development
Timber depletion from harvesting activities and basis of timber sold in real
estate sales
Capitalized real estate development investments (b)
Capital expenditures (silviculture)
Intersegment transfers
Total Balance at December 31, 2017
Less: Current portion (a)
Non-current portion at December 31, 2017
Higher and Better Use Timberlands and Real
Estate Development Investments
Land and
Timber
Development
Investments
Total
$59,956
$10,418
$70,374
5,096
65,052
(2,165)
(2,768)
—
428
5,808
66,355
(6,702)
$59,653
11,963
22,381
(4,554)
—
15,784
—
(819)
32,792
(11,648)
$21,144
17,059
87,433
(6,719)
(2,768)
15,784
428
4,989
99,147
(18,350)
$80,797
(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 $0.4 million of capitalized interest.
80
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
7.
JOINT VENTURE INVESTMENT
The Company maintains a 77% controlling financial interest in Matariki Forestry Group (the “New Zealand JV”), a
joint venture that owns or leases approximately 0.4 million legal acres of New Zealand timberland. Accordingly, the
Company consolidates the New Zealand JV’s balance sheet and results of operations. The portions of the consolidated
financial position and results of operations attributable to the New Zealand JV’s 23% noncontrolling interest are shown
separately within the Consolidated Statements of Income and Comprehensive Income and Consolidated Statements
of Shareholders’ Equity. Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary of Rayonier Inc., serves
as the manager of the New Zealand JV.
8.
COMMITMENTS
The Company leases certain buildings, machinery and equipment under various operating leases. Total rental
expense for operating leases for the three years ended December 31:
Operating Leases ...............................................................................................
$1,992
$2,049
$2,349
The Company also has long-term lease agreements on certain timberlands in the Southern U.S. and New Zealand.
U.S. leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases. New
Zealand timberland lease terms range between 30 and 99 years. Such leases are generally non-cancellable and require
minimum annual rental payments. Total expenditures for long-term leases and deeds on timberlands (including Crown
Forest Licenses) for the three years ended December 31:
2017
2016
2015
Long-Term Leases and Deeds on Timberlands ..................................................
$10,731
$10,710
$11,342
2017
2016
2015
At December 31, 2017, the future minimum payments under non-cancellable operating leases, timberland leases
and other commitments were as follows:
2018 .........................................................................
2019 .........................................................................
2020 .........................................................................
2021 .........................................................................
2022 .........................................................................
Thereafter (c) ............................................................
Operating
Leases
Timberland
Leases (a)
$1,135
914
733
639
608
635
$4,664
$9,698
9,303
9,040
8,866
8,817
155,232
$200,956
Commitments
(b)
$11,792
6,522
6,277
4,017
3,562
6,245
$38,415
Total
$22,625
16,739
16,050
13,522
12,987
162,112
$244,035
(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 $2.9 million of pension contribution requirements in 2018 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,
2017, the New Zealand JV has three 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.
81
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
9.
INCOME TAXES
The operations conducted by the Company’s REIT entities are generally not subject to U.S. federal and state
income taxation. The New Zealand JV is subject to corporate level tax in New Zealand. Non-REIT qualifying operations
are conducted by the Company’s taxable REIT subsidiaries (“TRS”). During 2017, 2016 and 2015, the primary
businesses performed in the TRS included log trading and certain real estate activities, such as the sale and entitlement
of development HBU properties.
ALTERNATIVE FUEL MIXTURE CREDIT (“AFMC”) AND CELLULOSIC BIOFUEL PRODUCER CREDIT
(“CBPC”)
The U.S. Internal Revenue Code allowed two credits for taxpayers that produced and used an alternative fuel in
the operation of their business during calendar year 2009. The AFMC is a $0.50 per gallon refundable excise tax credit
(which is not taxable), while the CBPC is a $1.01 per gallon credit that is nonrefundable, taxable and has limitations
based on an entity’s tax liability. Rayonier produced and used an alternative fuel (“black liquor”) in its Performance
Fibers business, which qualified for both credits. The Company claimed the AFMC on its original 2009 income tax
return. In 2013, management approved an exchange of black liquor gallons previously claimed under the AFMC for
the CBPC. The net tax benefit from this exchange of $18.8 million was recorded in discontinued operations. As a result
of the spin-off of the Performance Fibers business in 2014, the Company recorded a $13.6 million valuation allowance
in continuing operations related to CPBC remaining with the Company’s taxable REIT subsidiary and the limited potential
use of the CBPC prior to its expiration on December 31, 2019. In 2015, a $1.0 million return-to-accrual adjustment
was recorded related to the CBPC which resulted in a corresponding increase in the CBPC valuation allowance to
$14.6 million.
PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS
The (provision for)/benefit from income taxes consisted of the following:
Current
U.S. federal ..........................................................................................
State .....................................................................................................
Foreign .................................................................................................
Deferred
U.S. federal ..........................................................................................
State .....................................................................................................
Foreign .................................................................................................
Changes in valuation allowance ...................................................................
Total ..............................................................................................................
2017
2016
2015
$261
(38)
(245)
(22)
—
(254)
(241)
(495)
13,028
—
(21,659)
(8,631)
(13,028)
($21,681)
5,403
(280)
(6,079)
(956)
(3,613)
($5,064)
($624)
226
(308)
(706)
3,702
107
2,360
6,169
(4,604)
$859
82
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate was as follows:
U.S. federal statutory income tax rate .........................
($64,141)
(35.0)% ($77,992)
(35.0)% ($15,079)
(35.0)%
2017
2016
2015
U.S. and foreign REIT income ..................................
63,813
34.8
Matariki Group and Rayonier New Zealand Ltd ........
(19,182)
(10.5)
Transition tax ............................................................
Change in valuation allowance .................................
ASU No. 2016-16 adoption impact ............................
Deemed repatriation of unremitted foreign earnings .
Reduction of deferred tax asset for statutory rate
change .....................................................................
CBPC valuation allowance .......................................
Other ........................................................................
Income tax (expense) benefit as reported for net
income ........................................................................
(3,506)
(13,028)
16,631
7,368
(1.9)
(7.1)
9.1
4.0
(10,499)
(5.7)
—
863
—
0.5
82,037
(4,799)
—
(3,613)
—
—
—
—
36.8
(2.2)
—
(1.6)
—
—
—
—
(697)
(0.3)
17,191
39.9
3,457
—
8.0
—
(3,607)
(8.4)
—
—
—
—
—
—
(997)
(106)
(2.3)
(0.2)
($21,681)
(11.8)% ($5,064)
(2.3)%
$859
2.0 %
The Company’s effective tax rate is below the 35 percent U.S. statutory rate primarily due to tax benefits associated
with being a REIT.
DEFERRED TAXES
Deferred income taxes result from recording revenues and expenses in different periods for financial reporting
versus tax reporting. The nature of the temporary differences and the resulting net deferred tax asset/liability for the
two years ended December 31, were as follows:
2017
2016
Gross deferred tax assets:
Pension, postretirement and other employee benefits ...................................................
New Zealand JV .............................................................................................................
CBPC Tax Credit Carry Forwards ..................................................................................
Capitalized real estate costs ..........................................................................................
U.S. TRS Net Operating Loss ........................................................................................
Land basis difference .....................................................................................................
Other ..............................................................................................................................
Total gross deferred tax assets ......................................................................................
Less: Valuation allowance ..............................................................................................
Total deferred tax assets after valuation allowance ........................................................
$1,017
40,224
14,641
7,058
1,872
11,090
5,079
80,981
(34,889)
$46,092
$1,648
60,452
14,641
11,489
4,730
—
9,165
102,125
(21,861)
$80,264
Gross deferred tax liabilities:
Accelerated depreciation ................................................................................................
Repatriation of foreign earnings .....................................................................................
New Zealand JV .............................................................................................................
Timber installment sale ..................................................................................................
Other ..............................................................................................................................
Total gross deferred tax liabilities ...................................................................................
Net deferred tax liability reported as noncurrent .....................................................................
(35)
—
(72,527)
(4,706)
(1,270)
(78,538)
($32,446)
(1,322)
(7,368)
(70,315)
(7,601)
(3,833)
(90,439)
($10,175)
83
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Included below are the following foreign net operating loss (“NOL”) and tax credit carryforwards as of December 31,
2017:
2017
New Zealand JV NOL Carryforwards .............................................................
U.S. Net Deferred Tax Asset ..........................................................................
Cellulosic Biofuel Producer Credit ..................................................................
Total Valuation Allowance ......................................................................
2016
New Zealand JV NOL Carryforwards .............................................................
U.S. Net Deferred Tax Asset ..........................................................................
Cellulosic Biofuel Producer Credit ..................................................................
Total Valuation Allowance ......................................................................
Gross
Amount
Valuation
Allowance
Expiration
$137,949
20,248
14,641
$215,898
7,220
14,641
—
(20,248)
(14,641)
($34,889)
—
(7,220)
(14,641)
($21,861)
None
None
2019
None
None
2019
PREPAID TAXES
In the first quarter of 2017, the Company early adopted ASU No. 2016-16, Intra-Entity Transfers of Assets Other
Than Inventory. ASU No. 2016-16 requires income tax consequences of intra-entity transfers of assets other than
inventory be recognized in the period in which they occur. See Note 2 - Summary of Significant Accounting Policies.
As a result, a cumulative-effect adjustment to retained earnings was recorded for the long-term prepaid federal income
tax of $14.4 million related to recognized built-in gains on 2006, 2008 and 2010 intercompany sales of timberlands
between the REIT and TRS. Taxes for the transaction were paid at the time of sale, but the gain and income tax expense
were deferred. See the Consolidated Statement of Shareholders’ Equity for the cumulative-effect adjustment to retained
earnings due to the adoption of this standard.
UNRECOGNIZED TAX BENEFITS
The Company recognizes the impact of a tax position if a position is “more-likely-than-not” to prevail. A reconciliation
of the beginning and ending unrecognized tax benefits for the three years ended December 31 is as follows:
Balance at January 1, ...............................................................................................
Decreases related to prior year tax positions ............................................................
Increases related to prior year tax positions .............................................................
Balance at December 31, .........................................................................................
$135
(135)
—
—
$135
—
—
$135
—
—
135
$135
2017
2016
2015
The unrecognized tax benefit of $135 thousand as of December 31, 2016 and December 31, 2015 related to a
prior year deduction, in conjunction with the spin-off of the Performance Fibers business. The unrecognized tax benefit
was reduced to zero in 2017 due to the lapse of the applicable statute of limitations.
There is no amount of unrecognized tax benefits that, if recognized, would have affected the effective tax rate at
December 31, 2017, 2016 and 2015.
The Company records interest (and penalties, if applicable) related to unrecognized tax benefits in non-operating
expenses. The Company recorded no benefit to interest expense in 2017, 2016 and 2015, respectively. The Company
had no recorded liabilities for the payment of interest at December 31, 2017 and 2016.
84
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
TAX STATUTES
The following table provides detail of the tax years that remain open to examination by the IRS and other significant
taxing jurisdictions:
Taxing Jurisdiction
U.S. Internal Revenue Service ...........................................................................................
New Zealand Inland Revenue ............................................................................................
Open Tax Years
2014 - 2016
2012 - 2016
U.S. TAX REFORM
The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017 making significant changes to
the Internal Revenue Code. Changes include a permanent reduction in the U.S. statutory corporate income tax rate
from 35% to 21% beginning in 2018 and a one-time transition tax on the deemed repatriation of deferred foreign
earnings as of December 31, 2017.
The SEC issued Staff Accounting Bulletin 118 (“SAB 118”), which provides additional clarification regarding the
application of ASC Topic 740 when registrants do not have the necessary information available, prepared, or analyzed
in reasonable detail to complete the accounting for certain income tax effects of the Act for the reporting period in which
the Act was enacted. SAB 118 provides a measurement period beginning in the reporting period that includes the Act’s
enactment date and ending when the registrant has obtained, prepared, and analyzed the information needed in order
to complete the accounting requirements, but in no circumstances should the measurement period extend beyond one
year from the enactment date.
The Company has not completed its assessment of the accounting implications of the Act. However, the Company
has reasonably calculated an estimate of the impact of the Act in the year end income tax provision and recorded $0.1
million of additional income tax expense as of December 31, 2017. This amount was offset by the Alternative Minimum
Tax credit benefit, resulting in a zero net effect to income tax expense. This provisional amount is related to the one-
time transition tax on the deemed repatriation of deferred foreign earnings as of December 31, 2017. The
remeasurement of certain deferred tax assets and liabilities resulting from the permanent reduction in the U.S. statutory
corporate tax rate resulted in a provisional amount of zero as the change in rate was offset by the change in the
valuation allowance.
As the Company completes its analysis of the Act, it may make adjustments to the provisional amounts. Any
subsequent adjustments to these amounts will be recorded to current tax expense in 2018 when the analysis is complete.
85
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
10.
CONTINGENCIES
In re Rayonier Inc. Securities Litigation
Following the Company’s November 10, 2014 earnings release and filing of the restated interim financial statements
for the quarterly periods ended March 31, 2014 and June 30, 2014 (the “November 2014 Announcement”), shareholders
of the Company filed five putative class actions against the Company and Paul G. Boynton, Hans E. Vanden Noort,
David L. Nunes, and H. Edwin Kiker arising from circumstances described in the November 2014 Announcement,
entitled respectively:
• Sating v. Rayonier Inc. et al., Civil Action No. 3:14-cv-01395; filed November 12, 2014 in the United States
District Court for the Middle District of Florida;
• Keasler v. Rayonier Inc. et al., Civil Action No. 3:14-cv-01398, filed November 13, 2014 in the United States
District Court for the Middle District of Florida;
•
Lake Worth Firefighters’ Pension Trust Fund v. Rayonier Inc. et al., Civil Action No. 3:14-cv-01403, filed
November 13, 2014 in the United States District Court for the Middle District of Florida;
• Christie v. Rayonier Inc. et al., Civil Action No. 3:14-cv-01429, filed November 21, 2014 in the United States
District Court for the Middle District of Florida; and
• Brown v. Rayonier Inc. et al., Civil Action No. 1:14-cv-08986, initially filed in the United States District Court
for the Southern District of New York and later transferred to the United States District Court for the Middle
District of Florida and assigned as Civil Action No. 3:14-cv-01474.
On January 9, 2015, the five securities actions were consolidated into one putative class action entitled In re
Rayonier Inc. Securities Litigation, Case No. 3:14-cv-01395-TJC-JBT, in the United States District Court for the Middle
District of Florida. The plaintiffs alleged that the defendants made false and/or misleading statements in violation of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The plaintiffs
sought unspecified monetary damages and attorneys’ fees and costs. Two shareholders, the Pension Trust Fund for
Operating Engineers and the Lake Worth Firefighters’ Pension Trust Fund, moved for appointment as lead plaintiff on
January 12, 2015, which was granted on February 25, 2015. On April 7, 2015, the plaintiffs filed a Consolidated Class
Action Complaint (the “Consolidated Complaint”). In the Consolidated Complaint, plaintiffs added allegations as to and
added as a defendant N. Lynn Wilson, a former officer of Rayonier. With the filing of the Consolidated Complaint, David
L. Nunes and H. Edwin Kiker were dropped from the case as defendants. Defendants timely filed Motions to Dismiss
the Consolidated Complaint on May 15, 2015. After oral argument on Defendants' motions on August 25, 2015, the
Court dismissed the Consolidated Complaint without prejudice, allowing plaintiffs leave to refile. Plaintiffs filed the
Amended Consolidated Class Action Complaint (the “Amended Complaint”) on September 25, 2015, which continued
to assert claims against the Company, as well as Ms. Wilson and Messrs. Boynton and Vanden Noort. Defendants
timely filed Motions to Dismiss the Amended Complaint on October 26, 2015. The court denied those motions on May
20, 2016. On December 31, 2016, the case continued to be in the discovery phase and the Company could not
determine whether there was a reasonable likelihood a material loss had been incurred nor could the range of any
such loss be estimated. On March 13, 2017, the Company reached an agreement in principle to settle the case and
all parties executed a term sheet memorializing such agreement. The parties executed and filed with the Court the
Stipulation and Agreement of Settlement on April 12, 2017 (the “Settlement Agreement”), which Settlement Agreement
included the material terms contained in the term sheet executed on March 13. Pursuant to the terms of the Settlement
Agreement, which was subject to Court approval and requests for exclusion by members of the settlement class, the
Company agreed to cause certain of its directors’ and officers’ liability insurance carriers to fund a settlement payment
to the class of $73 million (the “Settlement Fund”). The insurance carriers fully funded the Settlement Fund by deposits
in an escrow account as required by the Settlement Agreement. On September 19, 2017, the court held the final
fairness hearing as to the settlement. The amounts agreed to on March 13, 2017, including the realized amount funded
by the insurance carriers, were reflected in the Company’s Consolidated Financial Statements as of September 30,
2017. On October 5, 2017, the court entered orders approving the settlement and plan of distribution, dismissing the
case against all defendants with prejudice and awarding Plaintiffs’ counsel certain fees and cost reimbursements to
be paid from the Settlement Fund.
86
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Derivative Claims
On November 26, 2014, December 29, 2014, January 26, 2015, February 13, 2015, and May 12, 2015, the Company
received separate letters from shareholders requesting that the Company investigate or pursue derivative claims
against certain officers and directors related to the November 2014 Announcement (“Derivative Claims”). Although
these demands do not identify any claims against the Company, the Company has certain obligations to advance
expenses and provide indemnification to certain current and former officers and directors of the Company. The Company
has also incurred expenses as a result of costs arising from the investigation of the claims alleged in the various
demands. At this preliminary stage, the ultimate outcome of these matters cannot be predicted, nor can the range of
potential expenses the Company may incur as a result of the obligations identified above be estimated. On October
13, 2017, counsel for all five shareholders involved in the Derivative Claims filed a complaint in the name of one of the
shareholders from whom the Company received a request to investigate. That case is pending in the United States
District Court for the Middle District of Florida and is styled Molloy v. Boynton, et al., Civil Action No. 3:17-cv-01157-
TJC-MCR. The complaint alleges breaches of fiduciary duties and unjust enrichment and names as defendants, former
officers Paul G. Boynton, Hans E. Vanden Noort and N. Lynn Wilson, and former directors C. David Brown, II, Mark
E. Gaumond, James H. Miller, Thomas I. Morgan and Ronald Townsend.
The Company has also been named as a defendant in various other lawsuits and claims arising in the normal
course of business. While the Company has procured reasonable and customary insurance covering risks normally
occurring in connection with its businesses, it has in certain cases retained some risk through the operation of large
deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These
pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect
on the Company’s financial position, results of operations, or cash flow.
11.
GUARANTEES
The Company provides financial guarantees as required by creditors, insurance programs, and various
governmental agencies. As of December 31, 2017, the following financial guarantees were outstanding:
Financial Commitments
Standby letters of credit (a) ...............................................................................
Guarantees (b) ..................................................................................................
Surety bonds (c) ................................................................................................
Total financial commitments ..............................................................................
Maximum
Potential
Payment
Carrying
Amount
of Liability
$10,353
2,254
1,284
$13,891
—
43
—
$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 2018 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, 2017,
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. Rayonier has
also obtained performance bonds to secure the development activity at the Company’s Wildlight development project. These surety bonds
expire at various dates during 2018 and are expected to be renewed as required.
87
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
12.
EARNINGS PER COMMON SHARE
Basic earnings per share (“EPS”) is calculated by dividing net income attributable to Rayonier by the weighted
average number of common shares outstanding during the year. Diluted EPS is calculated by dividing net income
attributable to Rayonier by the weighted average number of common shares outstanding adjusted to include the
potentially dilutive effect of outstanding stock options, performance shares, restricted shares and convertible debt.
The following table provides details of the calculation of basic and diluted EPS for the three years ended
December 31:
Net Income ............................................................................................
Less: Net income (loss) attributable to noncontrolling interest ................
Net income attributable to Rayonier Inc. ................................................
2017
2016
2015
$161,579
12,737
$148,842
$217,770
5,798
$211,972
$43,941
(2,224)
$46,165
Shares used for determining basic earnings per common share ............
127,367,608
122,585,200
125,385,085
Dilutive effect of:
Stock options ................................................................................
Performance and restricted shares ...............................................
Assumed conversion of Senior Exchangeable Notes (a) ..............
Assumed conversion of warrants (a) .............................................
91,956
350,385
—
—
92,473
134,650
—
—
116,792
39,863
358,449
—
Shares used for determining diluted earnings per common share ..........
127,809,949
122,812,323
125,900,189
Basic earnings per common share attributable to Rayonier Inc.: ............
Diluted earnings per common share attributable to Rayonier Inc.: .........
$1.17
$1.16
$1.73
$1.73
$0.37
$0.37
Anti-dilutive shares excluded from computations of diluted earnings per share:
Stock options, performance and restricted shares ..........................................
596,061
829,469
Assumed conversion of exchangeable note hedges (a) .................................
—
—
897,800
358,449
Total
...............................................................................................................
596,061
829,469
1,256,249
2017
2016
2015
(a) Rayonier did not issue additional shares upon maturity of the Senior Exchangeable Notes due August 2015 (the “2015 Notes”) due to offsetting
hedges. ASC 260, Earnings Per Share required the assumed conversion of the 2015 Notes to be included in dilutive shares if the average
stock price for the period exceeds the strike price, while the conversion of the hedges was excluded since they were anti-dilutive. The full
dilutive effect of the 2015 Notes was included for the portion of the periods presented in which the notes were outstanding.
Rayonier did not distribute additional shares upon the February 2016 maturity of the warrants sold in conjunction with the 2015 Notes as the
stock price did not exceed $28.11 per share. The warrants were not dilutive for the year ended 2016 as the average stock price for the period
the warrants were outstanding did not exceed the strike price.
88
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
13.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to market risk related to potential fluctuations in foreign currency exchange rates and
interest rates. The Company uses derivative financial instruments to mitigate the financial impact of exposure to these
risks. The Company also uses derivative financial instruments to mitigate exposure to foreign currency risk due to the
translation of the investment in Rayonier’s New Zealand-based operations from New Zealand dollars to U.S. dollars.
Accounting for derivative financial instruments is governed by Accounting Standards Codification Topic 815,
Derivatives and Hedging, (“ASC 815”). In accordance with ASC 815, the Company records its derivative instruments
at fair value as either assets or liabilities in the Consolidated Balance Sheets. Changes in the instruments’ fair value
are accounted for based on their intended use. Gains and losses on derivatives that are designated and qualify for
cash flow hedge accounting are recorded as a component of accumulated other comprehensive income (“AOCI”) and
reclassified into earnings when the hedged transaction materializes. Gains and losses on derivatives that are designated
and qualify for net investment hedge accounting are recorded as a component of AOCI and will not be reclassified into
earnings until the Company’s investment in its New Zealand operations is partially or completely liquidated. The
ineffective portion of any hedge, changes in the fair value of derivatives not designated as hedging instruments and
those which are no longer effective as hedging instruments, are recognized immediately in earnings. The Company's
hedge ineffectiveness was de minimis for all periods presented.
FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS
The functional currency of Rayonier’s wholly-owned subsidiary, Rayonier New Zealand Limited, and the New
Zealand JV is the New Zealand dollar. The New Zealand JV is exposed to foreign currency risk on export sales and
ocean freight payments which are mainly denominated in U.S. dollars. The New Zealand JV typically hedges 35% to
90% of its estimated foreign currency exposure with respect to the following three months forecasted sales and
purchases, 25% to 75% of its forecasted sales and purchases for the forward three to 12 months and up to 50% of
the forward 12 to 18 months. Foreign currency exposure from the New Zealand JV’s trading operations is typically
hedged based on the following three months forecasted sales and purchases. As of December 31, 2017, foreign
currency exchange contracts and foreign currency option contracts had maturity dates through May 2019 and March
2019, respectively.
Foreign currency exchange and option contracts hedging foreign currency risk on export sales and ocean freight
payments qualify for cash flow hedge accounting. The fair value of foreign currency exchange contracts is determined
by a mark-to-market valuation which estimates fair value by discounting the difference between the contracted forward
price and the current forward price for the residual maturity of the contract using a risk-free interest rate. The fair value
of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing
model.
The Company may de-designate cash flow hedge relationships in advance or at the occurrence of the forecasted
transaction. The portion of gains or losses on the derivative instrument previously accumulated in AOCI for de-
designated hedges remains in AOCI until the forecasted transaction affects earnings. Changes in the value of derivative
instruments after de-designation are recorded in earnings. De-designated cash flow hedges are included in “Derivatives
not designated as hedging instruments” in the table below.
Through our ownership in the New Zealand JV, the Company is exposed to foreign currency risk on shareholder
loan payments which are denominated in N.Z. dollars. On behalf of the Company, the New Zealand JV typically hedges
60% to 100% of its estimated foreign currency exposure with respect to the following three months forecasted
distributions, up to 75% of forecasted distributions for the forward three to six months and up to 50% of the forward
six to 12 months. For the year ended December 31, 2017, the change in fair value of the foreign exchange forward
contracts of $0.1 million was recorded in “Interest income and miscellaneous income (expense), net” as the contracts
did not qualify for hedge accounting treatment. As of December 31, 2017, foreign exchange forward contracts had
maturity dates through June 2018.
89
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
INTEREST RATE SWAPS
The Company is exposed to cash flow interest rate risk on its variable-rate Term Credit Agreement and Incremental
Term Loan (as discussed below), and uses variable-to-fixed interest rate swaps to hedge this exposure. For these
derivative instruments, the Company reports the gains/losses from the fluctuations in the fair market value of the hedges
in AOCI and reclassifies them to earnings as interest expense in the same period in which the hedged interest payments
affect earnings. For additional information on the Company’s interest rate swaps see Note 5 — Debt.
The following table contains information on the outstanding interest rate swaps as of December 31, 2017:
Outstanding Interest Rate Swaps (a)
Date Entered Into
Term
August 2015
August 2015
April 2016
April 2016
July 2016
9 years
9 years
10 years
10 years
10 years
Notional
Amount
Related Debt Facility
$170,000
Term Credit Agreement
180,000
100,000
100,000
100,000
Term Credit Agreement
Incremental Term Loan
Incremental Term Loan
Incremental Term Loan
Fixed Rate
of Swap
Bank
Margin
on Debt
Total
Effective
Interest
Rate (b)
2.20%
2.35%
1.60%
1.60%
1.26%
1.63%
1.63%
1.90%
1.90%
1.90%
3.83%
3.98%
3.50%
3.50%
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.
The following table demonstrates the impact of the Company’s derivatives on the Consolidated Statements of
Income and Comprehensive Income for the years ended December 31, 2017, 2016 and 2015.
Location on Statement of Income and
Comprehensive Income
2017
2016
2015
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts ................................. Other comprehensive income (loss)
Foreign currency option contracts ....................................... Other comprehensive income (loss)
$2,100
(52)
$867
1,035
($205)
370
Interest rate swaps ............................................................. Other comprehensive income (loss)
4,214
21,422
(10,197)
Derivatives designated as a net investment hedge:
Foreign currency exchange contract ................................... Other comprehensive income (loss)
Foreign currency option contracts ....................................... Other comprehensive income (loss)
Derivatives not designated as hedging instruments:
Foreign currency exchange contracts ................................. Other operating (income) expense, net
Foreign currency option contracts ....................................... Other operating (income) expense, net
Interest rate swaps .............................................................
Interest income and miscellaneous
income (expense), net
Interest income and miscellaneous
income (expense), net
—
—
—
47
—
—
—
(4,606)
2,875
4,606
895
—
258
—
—
1,394
(1,219)
(4,391)
During the next 12 months, the amount of the December 31, 2017 AOCI balance, net of tax, expected to be
reclassified into earnings as a result of the maturation of the Company’s derivative instruments is a gain of approximately
$1.8 million.
90
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table contains the notional amounts of the derivative financial instruments recorded in the
Consolidated Balance Sheets at December 31, 2017 and 2016:
Notional Amount
2017
2016
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts ...............................................................................
$107,400
Foreign currency option contracts .....................................................................................
Interest rate swaps ...........................................................................................................
48,000
650,000
$44,800
91,000
650,000
Derivatives not designated as hedging instruments:
Foreign currency exchange contracts ...............................................................................
18,439
—
The following table contains the fair values of the derivative financial instruments recorded in the Consolidated
Balance Sheets at December 31, 2017 and 2016. Changes in balances of derivative financial instruments are recorded
as operating activities in the Consolidated Statements of Cash Flows.
Location on Balance Sheet
2017
2016
Fair Value Assets (Liabilities) (a)
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts ......................... Other current assets
$2,286
Foreign currency option contracts ............................... Other current assets
Other assets
Other current liabilities
Other assets
Other current liabilities
Other non-current liabilities
Interest rate swaps ...................................................... Other assets
Other non-current liabilities
Derivatives not designated as hedging instruments:
Foreign currency exchange contracts ......................... Other current assets
Other current liabilities
Total derivative contracts:
Other current assets .......................................................................................................
Other assets ...................................................................................................................
Total derivative assets ...............................................................................................
Other current liabilities ....................................................................................................
Other non-current liabilities .............................................................................................
Total derivative liabilities ............................................................................................
538
(37)
389
137
(119)
(55)
17,473
(2,033)
209
(189)
$2,884
18,148
$21,032
(345)
(2,088)
($2,433)
$692
33
(261)
1,064
327
(574)
(426)
17,204
(5,979)
—
—
$1,756
17,564
$19,320
(835)
(6,405)
($7,240)
(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.
91
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
OFFSETTING DERIVATIVES
Derivative financial instruments are presented at their gross fair values in the Consolidated Balance Sheets. The
Company’s derivative financial instruments are not subject to master netting arrangements which would allow the right
of offset.
14.
FAIR VALUE MEASUREMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting
Standards Codification as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities.
The following table presents the carrying amount and estimated fair values of financial instruments held by the
Company at December 31, 2017 and 2016, using market information and what the Company believes to be appropriate
valuation methodologies under generally accepted accounting principles:
Asset (liability) (a)
December 31, 2017
December 31, 2016
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Level 1
Level 2
Level 1
Level 2
Cash and cash equivalents ......................
$112,653
$112,653
Restricted cash (b) ...................................
Current maturities of long-term debt .........
59,703
(3,375)
59,703
—
(3,375)
(31,676)
—
—
$85,909
71,708
$85,909
71,708
—
—
Long-term debt (c) ....................................
(1,022,004)
— (1,030,135)
(1,030,205)
Interest rate swaps (d) .............................
Foreign currency exchange contracts (d)
Foreign currency option contracts (d) .......
15,440
2,807
352
—
—
—
15,440
2,807
352
11,225
464
391
—
(31,984)
— (1,030,708)
—
—
—
11,225
464
391
(a) The Company did not have Level 3 assets or liabilities at December 31, 2017 and 2016.
(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.
Rayonier uses the following methods and assumptions in estimating the fair value of its financial instruments:
Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value.
Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities.
The variable rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value.
Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected
future cash flows, for each instrument, at prevailing interest rates.
Foreign currency exchange contracts — The fair value of foreign currency exchange contracts is determined by a
mark-to-market valuation which estimates fair value by discounting the difference between the contracted forward
price and the current forward price for the residual maturity of the contract using a risk-free interest rate.
Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-market
calculation using the Black-Scholes option pricing model.
92
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
15.
EMPLOYEE BENEFIT PLANS
The Company has one qualified non-contributory defined benefit pension plan covering a portion of its employees
and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans.
The Company closed enrollment in its pension plans to salaried employees hired after December 31, 2005. Effective
December 31, 2016, the Company froze benefits for all employees participating in the pension plan. In lieu of the pension
plan, the Company provides those employees with an enhanced 401(k) plan match similar to what is currently provided
to employees hired after December 31, 2005. Employee benefit plan liabilities are calculated using actuarial estimates
and management assumptions. These estimates are based on historical information, along with certain assumptions
about future events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to
change.
The following tables set forth the change in the projected benefit obligation and plan assets and reconcile the funded
status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement benefit
plans for the two years ended December 31:
Pension
2017
2016
Postretirement
2016
2017
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year .....................
Service cost .............................................................................
Interest cost .............................................................................
Curtailment gain ......................................................................
Actuarial loss ...........................................................................
Benefits paid ............................................................................
Projected benefit obligation at end of year ........................
$81,752
—
3,259
—
6,123
(3,148)
$87,986
Change in Plan Assets
Fair value of plan assets at beginning of year .........................
Actual return on plan assets ....................................................
Employer contributions ............................................................
Benefits paid ............................................................................
Other expense .........................................................................
Fair value of plan assets at end of year .........................
$51,114
9,909
90
(3,148)
(588)
$57,377
$84,005
1,307
3,474
(5,447)
1,296
(2,883)
$81,752
$50,970
3,557
29
(2,883)
(559)
$51,114
$1,285
6
53
—
89
(13)
$1,420
$1,159
4
42
—
99
(19)
$1,285
—
—
13
(13)
—
—
—
—
19
(19)
—
—
Funded Status at End of Year:
Net accrued benefit cost ..........................................................
($30,609)
($30,638)
($1,420)
($1,285)
Amounts Recognized in the Consolidated
Balance Sheets Consist of:
Current liabilities ......................................................................
Noncurrent liabilities ................................................................
Net amount recognized ..................................................
($92)
(30,517)
($30,609)
($36)
(30,602)
($30,638)
($32)
(1,388)
($1,420)
($30)
(1,255)
($1,285)
Net gains or losses recognized in other comprehensive income for the three years ended December 31 are as
follows:
Net (losses) gains ............................................
2017
($583)
Pension
2016
$3,119
2015
2017
Postretirement
2016
2015
($477)
($89)
($99)
$123
93
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Net gains or losses and prior service costs or credits reclassified from other comprehensive income and recognized
as a component of pension and postretirement expense for the three years ended December 31 are as follows:
Amortization of losses (gains) ...............................
Amortization of prior service cost ..........................
2017
$466
—
Pension
2016
$2,526
—
2015
$3,733
13
Postretirement
2016
2015
2017
($1)
—
($13)
—
$12
—
Net losses that have not yet been included in pension and postretirement expense for the two years ended
December 31, which have been recognized as a component of AOCI are as follows:
Net (losses) gains .............................................................................
Deferred income tax benefit ..............................................................
AOCI .........................................................................................
Pension
2017
($22,183)
1,927
($20,256)
2016
($22,065)
1,927
($20,138)
Postretirement
2017
2016
($157)
6
($151)
($67)
6
($61)
For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following
table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years
ended December 31:
Projected benefit obligation .....................................................................................................
Accumulated benefit obligation ................................................................................................
Fair value of plan assets ..........................................................................................................
2017
$87,986
87,986
57,377
2016
$81,752
81,752
51,114
The following tables set forth the components of net pension and postretirement benefit (credit) cost that have been
recognized during the three years ended December 31:
Components of Net Periodic Benefit (Credit) Cost
Service cost ..................................................
Interest cost ..................................................
Expected return on plan assets ....................
Amortization of prior service cost..................
Amortization of losses (gains).......................
Net periodic benefit (credit) cost (a) ......................
Pension
Postretirement
2017
2016
2015
2017
2016
2015
— $1,307
3,474
(4,030)
—
2,526
$3,277
3,259
(3,781)
—
466
($56)
$1,484
3,319
(4,027)
13
3,733
$4,522
$6
53
—
—
(1)
$58
$4
42
—
—
(13)
$33
$11
52
—
—
12
$75
The estimated pre-tax amounts that will be amortized from AOCI into net periodic benefit cost in 2018 are as follows:
Amortization of loss ......................................................................................................
$635
Pension
Postretirement
$2
94
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table sets forth the principal assumptions inherent in the determination of benefit obligations and net
periodic benefit cost of the pension and postretirement benefit plans as of December 31:
Pension
Postretirement
2017
2016
2015
2017
2016
2015
Assumptions used to determine benefit obligations at December 31:
Discount rate ...............................................................................
3.48% 4.01% 4.20% 3.56% 4.12% 4.34%
Rate of compensation increase ...................................................
—
4.16% 4.50% 4.50% 4.50% 4.50%
Assumptions used to determine net periodic benefit cost for years
ended December 31:
Discount rate ...............................................................................
4.01% 4.20% 3.80% 4.12% 4.34% 3.96%
Expected long-term return on plan assets ...................................
7.17% 7.70% 7.70%
—
—
—
Rate of compensation increase ...................................................
—
4.16% 4.50% 4.50% 4.50% 4.50%
At December 31, 2017, the pension plan’s discount rate was 3.5%, which closely approximates interest rates on
high quality, long-term obligations. In 2017, the expected return on plan assets was reduced to 7.2% based on historical
and expected long-term rates of return on broad equity and bond indices and consideration of the actual annualized
rate of return. The Company utilizes this information in developing assumptions for returns, and risks and correlation
of asset classes, which are then used to establish the asset allocation ranges.
INVESTMENT OF PLAN ASSETS
The Company’s pension plans’ asset allocation (excluding short-term investments) at December 31, 2017 and 2016,
and target allocation ranges by asset category are as follows:
Asset Category
Domestic equity securities ....................................................................................
International equity securities ...............................................................................
Domestic fixed income securities .........................................................................
International fixed income securities ....................................................................
Real estate fund ...................................................................................................
Total ......................................................................................................................
Percentage of
Plan Assets
2017
2016
Target
Allocation
Range
41%
26%
26%
4%
3%
100%
41% 35-45%
25% 20-30%
26% 25-29%
3-7%
2-4%
5%
3%
100%
The Company’s Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee
the pension plans’ investment program which is designed to maximize returns and provide sufficient liquidity to meet
plan obligations while maintaining acceptable risk levels. The investment approach emphasizes diversification by
allocating the plans’ assets among asset categories and selecting investment managers whose various investment
methodologies will be minimally correlative with each other. Investments within the equity categories may include large
capitalization, small capitalization and emerging market securities, while the international fixed income portfolio may
include emerging markets debt. Pension assets did not include a direct investment in Rayonier common stock at
December 31, 2017 or 2016.
95
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
FAIR VALUE MEASUREMENTS
The following table sets forth by level, within the fair value hierarchy (see Note 2 — Summary of Significant Accounting
Policies for definition), the assets of the plans as of December 31, 2017 and 2016.
Asset Category
Investments at Fair Value:
Fair Value at December 31, 2017
Fair Value at December 31, 2016
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Mutual Funds ..................................
$8,986
—
— $8,986
$13,962
—
— $13,962
Investments at Net Asset Value:
Common Collective Trusts ..............
Total Investments at Fair Value .........
48,391
$57,377
37,152
$51,114
The valuation methodology used for measuring the fair value of these asset categories was as follows:
Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the plan are
open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are
required to publish their daily net asset value and to transact at that price. The mutual funds held by the plan
are deemed to be actively traded and to be Level 1 investments.
Collective trust funds are measured using the unit value calculated based on the Net Asset Value (“NAV”) of the
underlying assets. The NAV is based on the fair value of the underlying investments held by each fund less
liabilities divided by the units outstanding as of the valuation date. These funds are not publicly traded; however,
the unit price calculation is based on observable market inputs of the funds’ underlying assets.
The Company did not have Level 2 or Level 3 assets at December 31, 2017 and 2016.
CASH FLOWS
Expected benefit payments for the next 10 years are as follows:
Pension
Benefits
Postretirement
Benefits
2018 ...........................................................................................................................
2019 ...........................................................................................................................
2020 ...........................................................................................................................
2021 ...........................................................................................................................
2022 ...........................................................................................................................
2023 - 2027 ................................................................................................................
$3,315
3,478
3,670
3,770
4,028
21,803
$32
35
37
40
43
260
The Company has approximately $2.9 million of pension contribution requirements in 2018.
DEFINED CONTRIBUTION PLANS
The Company provides defined contribution plans to all of its hourly and salaried employees. Company match
contributions charged to expense for these plans were $0.8 million, $0.7 million and $0.7 million for the years ended
December 31, 2017, 2016 and 2015, respectively. Rayonier Hourly and Salaried Defined Contribution Plans include
Rayonier common stock with a fair market value of $12.3 million and $12.8 million at December 31, 2017 and 2016,
respectively. As of June 1, 2016, the Rayonier Inc. Common Stock Fund was closed to new contributions. Transfers
out of the fund will continue to be permitted, but no new investments or transfers into the fund are allowed.
As discussed above, the defined benefit pension plan is currently frozen. In lieu of the pension plan, employees
are eligible to receive an enhanced match contribution. Company enhanced match contributions charged to expense
for the years ended December 31, 2017, 2016 and 2015 were $0.8 million, $0.5 million and $0.4 million, respectively.
96
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
16.
INCENTIVE STOCK PLANS
The Rayonier Incentive Stock Plan (“the Stock Plan”) provides up to 15.8 million shares to be granted for incentive
stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted
stock units, subject to certain limitations. At December 31, 2017, a total of 5.1 million shares were available for future
grants under the Stock Plan. Under the Stock Plan, shares available for issuance are reduced by 1 share for each
option or right granted and by 2.27 shares for each performance share, restricted share or restricted stock unit granted.
The Company issues new shares of stock upon the exercise of stock options, the granting of restricted stock, and the
vesting of performance shares.
A summary of the Company’s stock-based compensation cost is presented below:
Selling and general expenses ........................................................................
Cost of sales ..................................................................................................
Timber and Timberlands, net (a)
Total stock-based compensation ....................................................................
2017
$4,784
556
56
$5,396
2016
$4,607
487
42
$5,136
2015
$3,752
635
97
$4,484
Tax benefit recognized related to stock-based compensation expense (b) ....
$249
$483
$302
(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.
FAIR VALUE CALCULATIONS BY AWARD
RESTRICTED STOCK
Restricted stock granted to employees under the Stock Plan generally vests in fourths on the first, second, third
and fourth anniversary of the grant date. Restricted stock granted to senior management generally vests in thirds on
the third, fourth, and fifth anniversary of the grant date. Periodically, other one-time restricted stock grants are issued
to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon
completion of, a defined period of time. Generally, holders of restricted stock receive dividend equivalent payments on
outstanding restricted shares. Restricted stock granted to members of the board of directors generally vests immediately
upon issuance and is subject to certain holding requirements. The fair value of each share granted is equal to the
share price of the Company’s stock on the date of grant. Rayonier has elected to value each grant in total and recognize
the expense on a straight-line basis from the grant date of the award to the latest vesting date.
As of December 31, 2017, there was $4.3 million of unrecognized compensation cost solely attributable to Rayonier
restricted stock held by Rayonier employees. The Company expects to recognize this cost over a weighted average
period of 3.0 years.
A summary of the Company’s restricted shares is presented below:
Restricted shares granted ......................................................................................................
Weighted average price of restricted shares granted .............................................................
Intrinsic value of restricted stock outstanding (a) ....................................................................
Grant date fair value of restricted stock vested ......................................................................
Cash used to purchase common shares from current and former employees to pay
minimum withholding tax requirements on restricted shares vested ...................................
2017
2016
2015
97,643
$28.18
8,906
1,198
106,326
$25.08
6,177
2,248
96,088
$26.28
4,434
2,632
$176
$178
$122
(a)
Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2017.
97
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Non-vested Restricted Shares at January 1, ....................................................
Granted ............................................................................................................
Vested ..............................................................................................................
Cancelled .........................................................................................................
Non-vested Restricted Shares at December 31, ..............................................
PERFORMANCE SHARES UNITS
2017
Number of
Shares
232,231
97,643
(42,808)
(5,497)
281,569
Weighted
Average Grant
Date Fair Value
$29.47
28.18
27.98
26.22
$29.32
The Company’s performance share units generally vest upon completion of a three-year period. The number of
shares, if any, that are ultimately awarded is contingent upon Rayonier’s total shareholder return versus selected peer
group companies. The performance share payout is based on a market condition and as such, the awards are valued
using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then
recognized as expense on a straight-line basis over the vesting period.
The Stock Plan allows for the cash settlement of the minimum required withholding tax on performance share unit
awards. As of December 31, 2017, there was $4.3 million of unrecognized compensation cost related to the Company’s
performance share unit awards, which is solely attributable to awards granted in 2015, 2016 and 2017 to Rayonier
employees. This cost is expected to be recognized over a weighted average period of 1.8 years.
A summary of the Company’s performance share units is presented below:
Common shares of Company stock reserved for performance shares granted during year.....
Weighted average fair value of performance share units granted ............................................
Intrinsic value of outstanding performance share units (a) ......................................................
Fair value of performance shares vested ................................................................................
Cash used to purchase common shares from current and former employees to pay
minimum withholding tax requirements on performance shares vested ...............................
2017
2016
2015
226,448
250,584
219,844
$32.17
10,414
$28.79
$29.62
7,482
3,822
—
—
—
—
—
—
(a)
Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2017.
Outstanding Performance Share units at January 1, ..........................................
Granted ..............................................................................................................
Other Cancellations/Adjustments .......................................................................
Outstanding Performance Share units at December 31, ....................................
2017
Number
of Units
281,288
113,224
(65,273)
329,239
Weighted
Average Grant
Date Fair Value
$31.35
32.17
38.56
$30.21
Expected volatility was estimated using daily returns on the Company’s common stock for the three-year period
ending on the grant date. The risk-free rate was based on the 3-year U.S. treasury rate on the date of the award. The
dividend yield was not used to calculate fair value as awards granted receive dividend equivalents. The following table
provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years
ended December 31, 2017:
Expected volatility .........................................................................................................
Risk-free rate ................................................................................................................
98
2016
2017
23.3% 25.4%
0.9%
1.5%
2015
21.9%
0.9%
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
NON-QUALIFIED EMPLOYEE STOCK OPTIONS
The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing market
price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is ten years from the grant
date. At the time of the spin-off, each Rayonier stock option was converted into an adjusted Rayonier stock option and
a Rayonier Advanced Materials stock option. The exercise price and number of shares subject to each stock option
were adjusted in order to preserve the aggregate value of the original Rayonier stock option as measured immediately
before and immediately after the spin-off.
A summary of the status of the Company’s stock options as of and for the year ended December 31, 2017 is
presented below. The information reflects options in Rayonier common shares, including those awards held by Rayonier
Advanced Materials employees.
Options outstanding at January 1, ...................................
Granted ..................................................................
Exercised ...............................................................
Cancelled or expired ..............................................
Options outstanding at December 31, ..............................
Options exercisable at December 31, ..............................
Number of
Shares
1,079,800
—
(229,006)
(9,728)
841,066
841,066
2017
Weighted
Average Exercise
Price
(per common
share)
Weighted
Average
Remaining
Contractual Term
(in years)
Aggregate
Intrinsic
Value
$28.16
—
20.75
33.00
30.13
$30.13
4.2
4.2
$2,589
$2,589
A summary of additional information pertaining to the Company’s stock options is presented below:
Intrinsic value of options exercised (a) ....................................................................
Fair value of options vested .....................................................................................
Cash received from exercise of options ...................................................................
2017
$1,993
6,138
4,751
2016
2015
$539
1,317
1,576
$773
1,938
2,117
(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.
As of December 31, 2017, compensation cost related to Rayonier and Rayonier Advanced Materials stock options
held by the Company’s employees was fully recognized.
99
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
17.
OTHER OPERATING INCOME (EXPENSE), NET
The following table provides the composition of Other operating income (expense), net for the three years ended
December 31:
Foreign currency (loss) income .........................................................................
(Loss) gain on sale or disposal of property plant & equipment ..........................
Gain (loss) on foreign currency exchange and option contracts........................
Deferred payments related to prior land sales ...................................................
Costs related to business combination ..............................................................
Gain on foreign currency derivatives (a) ...........................................................
New Zealand JV log trading marketing fees ......................................................
Miscellaneous income (expense), net ...............................................................
Total ............................................................................................................
2017
2016
2015
($394)
(68)
3,438
—
—
—
1,222
195
$283
85
(645)
8,658
(1,316)
1,153
951
(83)
($89)
7
(5,338)
—
—
—
976
896
$4,393
$9,086
($3,548)
(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 JV.
18.
INVENTORY
As of December 31, 2017 and 2016, Rayonier’s inventory was solely comprised of finished goods, as follows:
Finished goods inventory .......................................................................................................
Real estate inventory (a) ...................................................................................................
Log inventory .....................................................................................................................
Total inventory ...............................................................................................................
2017
2016
$18,350
5,791
$24,141
$17,059
4,320
$21,379
(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
In order to qualify for like-kind (“LKE”) treatment, the proceeds from real estate sales must be deposited with a
third-party intermediary. These proceeds are accounted for as restricted cash until a suitable replacement property is
acquired. In the event that the LKE purchases are not completed, the proceeds are returned to the Company after 180
days and reclassified as available cash. As of December 31, 2017 and 2016, the Company had $59.7 million and $71.7
million, respectively, of proceeds from real estate sales classified as restricted cash which were deposited with an LKE
intermediary as well as cash held in escrow for a real estate sale.
100
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
20.
OTHER ASSETS
Included in Other Assets are non-current prepaid and deferred income taxes, derivatives, goodwill in the New
Zealand JV, long-term prepaid roads, and other deferred expenses including debt issuance costs related to revolving
debt and capitalized software costs.
See Note 9 — Income Taxes for further information on the non-current prepaid and deferred income taxes.
See Note 13 — Derivative Financial Instruments and Hedging Activities for further information on derivatives
including their classification on the Consolidated Balance Sheets.
As of December 31, 2017, New Zealand JV goodwill was $8.8 million and was included in the assets of the New
Zealand Timber segment. Based on a Step 1 impairment analysis performed as of October 1, 2017, there is no indication
of impairment of goodwill as of December 31, 2017. Except for changes in the New Zealand foreign exchange rate,
there have been no adjustments to the carrying value of goodwill since the initial recognition. See Note 2 — Summary
of Significant Accounting Policies for additional information on goodwill.
Changes in goodwill for the years ended December 31, 2017 and 2016 were:
Balance, January 1 (net of $0 of accumulated impairment) ...............................................
Changes to carrying amount
2017
$8,679
2016
$8,478
Acquisitions ...............................................................................................................
Impairment ................................................................................................................
Foreign currency adjustment .....................................................................................
Balance, December 31 (net of $0 of accumulated impairment) .........................................
—
—
97
$8,776
—
—
201
$8,679
Costs for roads in the Pacific Northwest and New Zealand built to access particular tracts to be harvested in the
upcoming 24 months to 60 months are recorded as prepaid logging and secondary roads. At December 31, 2017 and
2016, long-term prepaid roads in the Pacific Northwest were $3.7 million and $3.2 million, respectively. At December 31,
2017 and 2016, long-term secondary roads in New Zealand were $2.7 million and $2.2 million, respectively.
Debt issuance costs related to revolving debt are capitalized and amortized to interest expense over the term of
the revolving debt using a method that approximates the effective interest method. At December 31, 2017 and 2016,
capitalized debt issuance costs on revolving debt were $0.3 million and $0.5 million, respectively.
Software costs are capitalized and amortized over a period not exceeding five years using the straight-line method.
At December 31, 2017 and 2016, capitalized software costs were $4.1 million and $4.1 million, respectively.
21.
ASSETS HELD FOR SALE
Assets held for sale is composed of properties expected to be sold within the next 12 months that also meet the
other relevant held-for-sale criteria in accordance with ASC 360-10-45-9. As of December 31, 2017, there were no
properties identified that met this classification. As of December 31, 2016, the basis in properties meeting this
classification was $23.2 million. Since the basis in these properties was less than the fair value, including costs to sell,
no impairment was recognized.
101
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
22.
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
The following table summarizes the changes in AOCI by component for the years ended December 31, 2017 and
2016. All amounts are presented net of tax effect and exclude portions attributable to noncontrolling interest.
Balance as of December 31, 2015 ..............
Other comprehensive income before
reclassifications .......................................
Amounts reclassified from accumulated
other comprehensive income ...................
Net other comprehensive income/(loss) ......
Recapitalization of New Zealand JV ............
Balance as of December 31, 2016 ..............
Other comprehensive income/(loss) before
reclassifications .......................................
Amounts reclassified from accumulated
other comprehensive income ...................
Net other comprehensive income/(loss) ......
Foreign
currency
translation
gains/
(losses)
Net
investment
hedges of
New
Zealand JV
Cash flow
hedges
Employee
benefit plans
Total
($2,450)
$6,271
($11,592)
($25,732)
($33,503)
—
22,024
3,020 (b)
32,431
7,387
—
7,387
3,622
(4,606)
(4,606)
—
583
22,607
(184)
2,513 (c)
5,533
—
$8,559
$1,665
$10,831
($20,199)
(1,510)
30,921
3,438
$856
7,416
—
7,416
—
—
—
7,321 (a)
(673)
14,064
(1,968)
5,353
465 (c)
(208)
(1,503)
12,561
Balance as of December 31, 2017 ..............
$15,975
$1,665
$16,184
($20,407)
$13,417
(a)
Includes $4.2 million of other comprehensive gain related to interest rate swaps. See Note 13 — Derivative Financial Instruments and Hedging
Activities for additional information.
(b) This accumulated other comprehensive income component is comprised of $2.4 million from the annual computation of pension liabilities and
a $5.4 million curtailment gain. See Note 15 — Employee Benefit Plans for additional information.
(c) 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.
The following table presents details of the amounts reclassified in their entirety from AOCI for the years
ended December 31, 2017 and 2016:
Details about accumulated other
comprehensive income (loss) components
Realized (gain) loss on foreign currency
exchange contracts .....................................
Realized (gain) loss on foreign currency
option contracts ...........................................
Noncontrolling interest ....................................
Income tax expense (benefit) from foreign
currency contracts .......................................
Net (gain) loss on cash flow hedges
reclassified from accumulated other
comprehensive income ...............................
Amount reclassified from
accumulated other
comprehensive income (loss)
2017
2016
Affected line item in the income
statement
($2,631)
$759 Other operating (income) expense, net
(919)
436 Other operating (income) expense, net
817
765
Comprehensive income (loss) attributable
(385)
to noncontrolling interest
(227)
Income tax (expense) benefit (Note 9)
($1,968)
$583
102
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
23.
QUARTERLY RESULTS FOR 2017 and 2016 (UNAUDITED)
(thousands of dollars, except per share amounts)
Quarter Ended
Mar. 31
June 30
Sept. 30
Dec. 31
Total Year
2017
Sales ..................................................................
$194,491
$200,964
$184,419
$239,722
$819,596
Cost of sales ......................................................
136,828
144,610
136,983
149,832
Net Income ........................................................
Net Income attributable to Rayonier Inc. ............
Basic EPS attributable to Rayonier Inc...............
Diluted EPS attributable to Rayonier Inc. ...........
35,083
33,843
$0.27
$0.27
30,773
26,161
$0.20
$0.20
28,803
24,688
$0.19
$0.19
66,920
64,150
$0.50
$0.50
568,253
161,579
148,842
$1.17
$1.16
2016
Sales ..................................................................
$140,575
$269,171
$176,867
$229,302
$815,915
Cost of sales ......................................................
108,447
Net Income ........................................................
Net Income attributable to Rayonier Inc. ............
Basic EPS attributable to Rayonier Inc...............
Diluted EPS attributable to Rayonier Inc. ...........
15,058
14,472
$0.12
$0.12
138,480
111,579
109,821
$0.90
$0.89
116,922
162,590
40,624
39,355
$0.32
$0.32
50,509
48,324
$0.39
$0.39
526,439
217,770
211,972
$1.73
$1.73
In an effort to report certain revenue and expenses in a manner more representative of activities that constitute
ongoing central operations, the Company has changed its classification of non-timber income, including lease and
license income, carbon credit sales, log agency fees and other non-timber income, net of costs, from “Other Operating
Income, Net” to “Sales” and “Cost of Sales.” This reclassification was applied retrospectively to all periods presented.
For additional information on this classification change see Note 2 — Summary of Significant Accounting Policies. See
table below for 2017 amounts prior to reclassification and 2016 amounts historically presented:
Quarter Ended
Mar. 31
June 30
Sept. 30
Dec. 31
Total Year
2017
Sales ..................................................................
$186,512
$194,719
$177,946
$233,482
$792,659
Cost of sales ......................................................
136,413
143,687
136,583
149,206
565,889
2016
Sales ..................................................................
$134,843
$261,550
$171,421
$220,464
$788,278
Cost of sales ......................................................
107,971
138,194
116,624
161,918
524,707
103
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
24.
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
For the Year Ended December 31, 2017
Rayonier Inc.
(Parent
Issuer)
Subsidiary
Guarantors
Non-
guarantors
Consolidating
Adjustments
Total
Consolidated
SALES .........................................................................................
Costs and Expenses
Cost of sales ......................................................................
Selling and general expenses ............................................
Other operating expense (income), net ..............................
OPERATING (LOSS) INCOME ....................................................
Interest expense ...........................................................................
Interest and miscellaneous income (expense), net .......................
Equity in income from subsidiaries ...............................................
INCOME BEFORE INCOME TAXES ...........................................
—
—
—
—
—
—
(12,556)
9,679
151,719
148,842
—
—
16,797
479
17,276
(17,276)
(19,699)
2,878
186,388
152,291
$819,596
568,253
23,448
(4,872)
586,829
232,767
(1,816)
(10,717)
—
220,234
—
—
—
—
—
—
—
—
(338,107)
(338,107)
Income tax expense ................................................................
—
(572)
(21,109)
—
NET INCOME ...............................................................................
Less: Net income attributable to noncontrolling interest................
NET INCOME ATTRIBUTABLE TO RAYONIER INC...................
148,842
151,719
—
—
148,842
151,719
(338,107)
—
(338,107)
$819,596
568,253
40,245
(4,393)
604,105
215,491
(34,071)
1,840
—
183,260
(21,681)
161,579
12,737
148,842
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment .................................
New Zealand joint venture cash flow hedges ..........................
Actuarial change and amortization of pension and
postretirement plan liabilities ...............................................
Total other comprehensive income ....................................
COMPREHENSIVE INCOME .......................................................
Less: Comprehensive income attributable to noncontrolling
interest ......................................................................................
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER
INC. ..........................................................................................
199,125
12,737
186,388
9,114
1,479
—
10,593
209,718
7,416
5,353
(208)
12,561
161,403
—
4,214
(208)
4,006
155,725
(7,416)
(5,353)
9,114
5,693
208
(208)
(12,561)
(350,668)
14,599
176,178
—
—
14,775
—
14,775
$161,403
$155,725
$194,943
($350,668)
$161,403
104
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
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 ..........................................................................................
Costs and Expenses
Cost of sales .......................................................................
Selling and general expenses .............................................
Other operating expense (income), net ...............................
OPERATING (LOSS) INCOME .....................................................
Interest expense ............................................................................
Interest and miscellaneous income (expense), net ........................
Equity in income from subsidiaries ................................................
INCOME BEFORE INCOME TAXES ............................................
—
—
—
—
—
—
(12,555)
8,613
215,914
211,972
—
—
15,253
448
15,701
(15,701)
(16,775)
2,750
246,193
216,467
$815,915
526,439
27,532
(9,534)
544,437
271,478
(2,915)
(12,061)
—
256,502
—
—
—
—
—
—
—
—
(462,107)
(462,107)
Income tax expense .................................................................
—
(553)
(4,511)
—
$815,915
526,439
42,785
(9,086)
560,138
255,777
(32,245)
(698)
—
222,834
(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 ..................................
New Zealand joint venture cash flow hedges ...........................
Actuarial change and amortization of pension and
postretirement plan liabilities ................................................
Total other comprehensive income .....................................
2,780
22,607
5,533
30,920
(4,606)
21,422
5,533
22,349
COMPREHENSIVE INCOME ........................................................
242,892
238,263
10,930
1,401
—
12,331
264,322
(2,782)
(22,608)
(5,533)
(30,923)
6,322
22,822
5,533
34,677
(493,030)
252,447
Less: Comprehensive income attributable to noncontrolling
interest .......................................................................................
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER
INC. ...........................................................................................
—
—
9,555
—
9,555
$242,892
$238,263
$254,767
($493,030)
$242,892
105
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
For the Year Ended December 31, 2015
Rayonier Inc.
(Parent
Issuer)
Subsidiary
Guarantors
Non-
guarantors
Consolidating
Adjustments
Total
Consolidated
SALES .........................................................................................
Costs and Expenses
Cost of sales ......................................................................
Selling and general expenses ............................................
Other operating (income) expense, net ..............................
OPERATING (LOSS) INCOME ....................................................
Interest expense ...........................................................................
Interest and miscellaneous income (expense), net .......................
Equity in income from subsidiaries ...............................................
INCOME BEFORE INCOME TAXES ...........................................
Income tax benefit (expense) ..................................................
NET INCOME ...............................................................................
Less: Net loss attributable to noncontrolling interest
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment .................................
New Zealand joint venture cash flow hedges ..........................
Actuarial change and amortization of pension and
postretirement plan liabilities ...............................................
Total other comprehensive (loss) income ...........................
COMPREHENSIVE INCOME .......................................................
Less: Comprehensive loss attributable to noncontrolling interest .
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER
INC.
—
—
—
—
—
—
(12,703)
7,789
51,079
46,165
—
46,165
—
—
—
20,468
(404)
$568,800
441,718
25,282
3,952
20,064
470,952
(20,064)
(9,135)
2,612
75,532
48,945
2,134
51,079
—
97,848
(9,861)
(13,404)
—
74,583
(1,275)
73,308
(2,224)
75,532
46,165
51,079
(21,567)
(10,042)
2,933
(28,676)
17,489
—
7,922
(40,373)
(10,195)
2,933
660
51,739
—
234
—
(40,139)
33,169
(13,027)
—
—
—
—
—
—
—
—
(126,611)
(126,611)
—
(126,611)
—
(126,611)
21,567
10,042
(2,933)
28,676
(97,935)
—
$568,800
441,718
45,750
3,548
491,016
77,784
(31,699)
(3,003)
—
43,082
859
43,941
(2,224)
46,165
(32,451)
(9,961)
2,933
(39,479)
4,462
(13,027)
$17,489
$51,739
$46,196
($97,935)
$17,489
106
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
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
Accounts receivable, less allowance for doubtful accounts.
Inventory .............................................................................
Prepaid logging roads .........................................................
Prepaid expenses ...............................................................
Other current assets ...........................................................
—
—
—
—
—
3,726
—
—
759
14
23,967
24,141
11,207
4,027
3,033
Total current assets ..................................................
48,564
29,541
105,422
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND
AMORTIZATION ........................................................................
HIGHER AND BETTER USE TIMBERLANDS AND REAL
ESTATE DEVELOPMENT INVESTMENTS ...............................
NET PROPERTY, PLANT AND EQUIPMENT ...............................
RESTRICTED CASH .....................................................................
—
—
—
—
—
—
21
—
2,462,066
80,797
23,357
59,703
—
—
—
—
—
—
—
—
—
—
—
INVESTMENT IN SUBSIDIARIES .................................................
1,531,156
2,814,408
—
(4,345,564)
INTERCOMPANY RECEIVABLE ...................................................
OTHER ASSETS ...........................................................................
40,067
(628,167)
588,100
2
12,680
36,328
—
—
$112,653
27,693
24,141
11,207
4,786
3,047
183,527
2,462,066
80,797
23,378
59,703
—
—
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 ...............................................................
Current maturities of long-term debt ...................................
Accrued taxes .....................................................................
Accrued payroll and benefits ...............................................
Accrued interest ..................................................................
Deferred revenue ................................................................
Other current liabilities ........................................................
Total current liabilities ...............................................
LONG-TERM DEBT ......................................................................
PENSION AND OTHER POSTRETIREMENT BENEFITS ............
OTHER NON-CURRENT LIABILITIES ..........................................
—
—
—
—
3,047
—
—
3,047
323,434
—
—
$2,838
$22,310
—
48
5,298
1,995
—
564
10,743
663,570
32,589
9,386
3,375
3,733
4,364
12
9,721
11,243
54,758
35,000
(684)
33,698
INTERCOMPANY PAYABLE .........................................................
(299,715)
(18,961)
318,676
—
—
—
—
—
—
—
—
—
—
—
—
$25,148
3,375
3,781
9,662
5,054
9,721
11,807
68,548
1,022,004
31,905
43,084
—
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
107
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2016
Rayonier Inc.
(Parent
Issuer)
Subsidiary
Guarantors
Non-
guarantors
Consolidating
Adjustments
Total
Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents .................................................
$21,453
Accounts receivable, less allowance for doubtful accounts.
Inventory .............................................................................
Prepaid logging roads .........................................................
Prepaid expenses ...............................................................
Assets held for sale ............................................................
Other current assets ...........................................................
—
—
—
—
—
—
$9,461
2,991
—
—
427
—
236
$54,995
17,673
21,379
10,228
1,152
23,171
1,638
Total current assets ..................................................
21,453
13,115
130,236
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND
AMORTIZATION ........................................................................
HIGHER AND BETTER USE TIMBERLANDS AND REAL
ESTATE DEVELOPMENT INVESTMENTS ...............................
NET PROPERTY, PLANT AND EQUIPMENT ...............................
RESTRICTED CASH .....................................................................
—
—
—
—
—
—
177
—
2,291,015
70,374
13,857
71,708
—
—
—
—
—
—
—
—
—
—
—
—
INVESTMENT IN SUBSIDIARIES .................................................
1,422,081
2,671,428
—
(4,093,509)
INTERCOMPANY RECEIVABLES ................................................
OTHER ASSETS ...........................................................................
26,472
(611,571)
585,099
2
46,846
26,977
—
—
$85,909
20,664
21,379
10,228
1,579
23,171
1,874
164,804
2,291,015
70,374
14,034
71,708
—
—
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
Current maturities of long-term debt ...................................
Accrued taxes .....................................................................
Accrued payroll and benefits ...............................................
Accrued interest ..................................................................
Deferred revenue ................................................................
Other current liabilities ........................................................
Total current liabilities ...............................................
LONG-TERM DEBT ......................................................................
PENSION AND OTHER POSTRETIREMENT BENEFITS ............
OTHER NON-CURRENT LIABILITIES ..........................................
31,676
—
—
3,047
—
—
34,723
291,390
—
—
—
(111)
5,013
2,040
—
165
8,301
663,343
32,541
12,690
—
2,768
4,264
253
9,099
11,415
48,942
75,472
(685)
22,291
INTERCOMPANY PAYABLE .........................................................
(267,715)
(18,961)
286,676
—
—
—
—
—
—
—
—
—
—
—
—
$22,337
31,676
2,657
9,277
5,340
9,099
11,580
91,966
1,030,205
31,856
34,981
—
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
108
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
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
38,546
(223,248)
(38,546)
(223,248)
—
—
—
—
—
—
—
(38,546)
—
$256,284
(65,345)
(15,784)
(242,910)
95,243
(6,084)
12,005
—
(373)
—
—
—
—
—
—
—
38,546
38,546
—
—
—
—
63,389
(100,157)
(127,069)
4,751
152,390
(176)
—
—
(6,872)
580
26,744
85,909
$112,653
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES..
($48,104)
$111,431
$192,957
INVESTING ACTIVITIES
Capital expenditures .....................................................................
Real estate development investments ..........................................
Purchase of timberlands ...............................................................
Net proceeds from Large Dispositions ..........................................
Rayonier office building under construction ..................................
Change in restricted cash .............................................................
Investment in subsidiaries ............................................................
Other ............................................................................................
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES ....
FINANCING ACTIVITIES
Issuance of debt ...........................................................................
Repayment of debt .......................................................................
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
38,546
—
(65,345)
(15,784)
(242,910)
95,243
(6,084)
12,005
—
(373)
25,000
38,389
(15,000)
(85,157)
Dividends paid ..............................................................................
(127,069)
Proceeds from the issuance of common shares ...........................
4,751
Proceeds from the issuance of common shares from equity
offering, net of costs .....................................................................
Repurchase of common shares ....................................................
152,390
(176)
Issuance of intercompany notes ...................................................
(32,000)
—
—
—
—
—
Intercompany distributions ............................................................
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES....
EFFECT OF EXCHANGE RATE CHANGES ON CASH ..............
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents ..........................................
Balance, beginning of year ...........................................................
77,319
75,215
—
27,111
21,453
(144,396)
(134,396)
—
15,581
9,461
Balance, end of year .....................................................................
$48,564
$25,042
—
—
—
—
32,000
28,531
13,763
580
(15,948)
54,995
$39,047
109
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
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
INVESTING ACTIVITIES
Capital expenditures .....................................................................
Real estate development investments ..........................................
Purchase of timberlands ...............................................................
Assets purchased in business acquisition ....................................
Net proceeds from Large Disposition ............................................
Rayonier office building under construction ..................................
Change in restricted cash .............................................................
Investment in subsidiaries ............................................................
Other ............................................................................................
CASH USED FOR INVESTING ACTIVITIES ................................
FINANCING ACTIVITIES
Issuance of debt ...........................................................................
Repayment of debt .......................................................................
—
—
—
—
—
—
—
—
—
—
—
—
Dividends paid ..............................................................................
(122,845)
Proceeds from the issuance of common shares ...........................
Repurchase of common shares ....................................................
Debt issuance costs .....................................................................
1,576
(690)
—
Issuance of intercompany notes ...................................................
(12,000)
—
—
—
—
—
—
—
(293,820)
—
(58,723)
(8,746)
(366,481)
(887)
203,862
(6,307)
(48,184)
—
2,311
—
—
—
—
—
—
—
—
293,820
—
$203,801
(58,723)
(8,746)
(366,481)
(887)
203,862
(6,307)
(48,184)
—
2,311
(293,820)
(283,155)
293,820
(283,155)
548,000
147,916
(140,000)
(318,415)
—
—
—
(818)
—
—
—
—
—
12,000
—
—
—
—
—
—
—
695,916
(458,415)
(122,845)
1,576
(690)
(818)
—
—
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)
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents ..........................................
Balance, beginning of year ...........................................................
18,981
2,472
Balance, end of year .....................................................................
$21,453
(3,756)
13,217
$9,461
18,907
36,088
$54,995
—
—
—
—
(937)
34,132
51,777
$85,909
110
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2015
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
INVESTING ACTIVITIES
Capital expenditures .....................................................................
Real estate development investments ..........................................
Purchase of timberlands ...............................................................
Proceeds from settlement of foreign currency derivative
Rayonier office building under construction ..................................
Change in restricted cash .............................................................
Investment in subsidiaries ............................................................
Other ............................................................................................
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES ....
FINANCING ACTIVITIES
—
—
—
—
—
—
—
—
—
(78)
(57,215)
—
—
—
—
—
126,242
—
(2,676)
(98,409)
2,804
(908)
(16,836)
—
7,009
—
—
—
—
—
—
—
(126,242)
—
$177,164
(57,293)
(2,676)
(98,409)
2,804
(908)
(16,836)
—
7,009
126,164
(166,231)
(126,242)
(166,309)
Issuance of debt ...........................................................................
61,000
353,000
58,558
Repayment of debt .......................................................................
(61,000)
(232,973)
(70,429)
Dividends paid ..............................................................................
(124,936)
Proceeds from the issuance of common shares ...........................
2,117
Repurchase of common shares ....................................................
(100,000)
—
—
—
Debt issuance costs .....................................................................
—
(1,678)
—
—
—
—
Issuance of intercompany notes ...................................................
(35,500)
—
35,500
—
—
—
—
—
—
—
Intercompany distributions ............................................................
163,585
(217,980)
(71,847)
126,242
472,558
(364,402)
(124,936)
2,117
(100,000)
(1,678)
—
—
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)
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents ..........................................
(99,746)
Balance, beginning of year ...........................................................
Balance, end of year .....................................................................
102,218
$2,472
5,112
8,105
$13,217
(15,147)
51,235
$36,088
—
—
—
—
(4,173)
(109,781)
161,558
$51,777
111
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Rayonier management is responsible for establishing and maintaining adequate disclosure controls and
procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by
the Company in reports filed under the Exchange Act, such as this annual report on Form 10-K, is (1) recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate
to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance
that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems
determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this
annual report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer,
concluded that the design and operation of the disclosure controls and procedures were effective as of December 31,
2017.
In the year ended December 31, 2017, based upon the evaluation required by paragraph (d) of Rule 13a-15, there
were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to
materially affect our internal control over financial reporting.
Item 9B. OTHER INFORMATION
Not applicable.
112
PART III
Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement
to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2018 Annual Meeting of
Shareholders (the “Proxy Statement”). We will make the Proxy Statement available on our website at www.rayonier.com
as soon as it is filed with the SEC.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
A list of our executive officers and biographical information are found in Item 1 in this Annual Report on Form 10-
K. Additional information required by this Item with respect to directors and other governance matters is incorporated
by reference from the sections entitled “Proposal No. 1 - Election of Directors,” “Corporate Governance,” “Named
Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Report of the Audit Committee”
in the Proxy Statement.
Our Standard of Ethics and Code of Corporate Conduct, which is applicable to our principal executive officer and
financial and accounting officers, is available on our website, www.rayonier.com. Any amendments to or waivers of
the Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.
Item 11.
EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated herein by reference from the section and subsections entitled
“Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,”
“Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,”
“Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Director
Compensation,” “Compensation Committee Interlocks and Insider Participation; Processes and Procedures” and
“Report of the Compensation and Management Development Committee” in the Proxy Statement.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information called for by Item 12 is incorporated herein by reference from the section and subsections entitled
“Ownership of and Trading in our Shares,” “Share Ownership of Certain Beneficial Owners,” “Share Ownership of
Directors and Executive Officers” and “Equity Compensation Plan Information” in the Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by Item 13 is incorporated herein by reference from the section and subsections entitled
“Proposal No. 1 - Election of Directors,” “Director Independence” and “Related Person Transactions” in the Proxy
Statement.
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 is incorporated herein by reference from the subsection entitled “Information
Regarding Independent Registered Public Accounting Firm” in the Proxy Statement.
113
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as a part of this report:
PART IV
(1) See Index to Financial Statements on page 56 for a list of the financial statements filed as part of this report.
(2) Financial Statement Schedules:
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2017, 2016, and 2015
(In Thousands)
Description
Allowance for doubtful accounts:
Balance
at
Beginning
of Year
Additions
Charged
to Cost
and
Expenses
Deductions
Balance
at End
of Year
Year ended December 31, 2017 ................................
Year ended December 31, 2016 ................................
Year ended December 31, 2015 ................................
$33
42
42
—
—
—
Deferred tax asset valuation allowance:
Year ended December 31, 2017 ................................
Year ended December 31, 2016 ................................
Year ended December 31, 2015 ................................
$21,861
18,248
13,644
$13,028 (a)
3,613 (a)
4,604 (b)
(10)
(9)
—
—
—
—
$23
33
42
$34,889
21,861
18,248
(a) The 2017 and 2016 increase is comprised of valuation allowance against the TRS deferred tax assets.
(b) The 2015 increase is comprised of valuation allowance against the TRS deferred tax assets and the CBPC provision to return adjustment.
All other financial statement schedules have been omitted because they are not applicable, the required
matter is not present or the required information has otherwise been supplied in the financial statements
or the notes thereto.
(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
None.
114
EXHIBIT INDEX
The following is a list of exhibits filed as part of the Form 10-K. As permitted by the rules of the SEC, the Company has
not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries
under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and
its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
Exhibit No.
Description
Location
2.1 Contribution, Conveyance and Assumption Agreement dated
December 18, 2003 by and among Rayonier Inc., Rayonier
Timberlands Operating Company, L.P., Rayonier Timberlands,
L.P., Rayonier Timberlands Management, LLC, Rayonier
Forest Resources, LLC, Rayland, LLC, Rayonier TRS
Holdings Inc., Rayonier Minerals, LLC, Rayonier Forest
Properties, LLC, Rayonier Wood Products, LLC, Rayonier
Wood Procurement, LLC, Rayonier International Wood
Products, LLC, Rayonier Forest Operations, LLC, Rayonier
Properties, LLC and Rayonier Performance Fibers, LLC
Incorporated by reference to Exhibit
10.1 to the Registrant’s January 15,
2004 Form 8-K
2.2 Contribution, Conveyance and Assumption Agreement, dated
July 29, 2010, between Rayonier Inc. and Rayonier Operating
Company LLC
Incorporated by reference to Exhibit
10.7 to the Registrant’s June 30, 2010
Form 10-Q
2.3 Separation and Distribution Agreement, dated May 28, 2014,
by and between Rayonier Inc. and Rayonier Advanced
Materials Inc.**
Incorporated by reference to Exhibit 2.1
to the Registrant’s May 30, 2014 Form
8-K
3.1 Amended and Restated Articles of Incorporation
3.2 By-Laws
3.3 Limited Liability Company Agreement of Rayonier Operating
Company LLC
4.1 Form S-4 Registration Statement
4.2 Amendment No. 1 to Form S-4 Registration Statement
Incorporated by reference to Exhibit 3.1
to the Registrant’s May 23, 2012 Form
8-K
Incorporated by reference to Exhibit 3.2
to the Registrant’s October 21, 2009
Form 8-K
Incorporated by reference to Exhibit 3.3
to the Registrant’s June 30, 2010 Form
10-Q
Incorporated by reference to the
Registrant’s April 26, 2004 S-4 Filing
Incorporated by reference to the
Registrant’s May 6, 2004 S-4/A Filing
4.3 Indenture relating to the 3.75% Senior Notes due 2022, dated
March 5, 2012, between Rayonier Inc., as issuer, and The
Bank of New York Mellon Trust Company, N.A., as trustee
Incorporated by reference to Exhibit 4.1
to the Registrant’s March 5, 2012 Form
8-K
4.4 First Supplemental Indenture relating to the 3.75% Senior
Notes due 2022, dated March 5, 2012, among Rayonier Inc.,
as issuer, the subsidiary guarantors named therein and The
Bank of New York Mellon Trust Company, N.A., as trustee
Incorporated by reference to Exhibit 4.2
to the Registrant’s March 5, 2012 Form
8-K
4.5 Second Supplemental Indenture relating to the 3.75% Senior
Notes due 2022, dated March 5, 2012, among Rayonier Inc.,
as issuer, the subsidiary guarantors named therein and The
Bank of New York Mellon Trust Company, N.A., as trustee
Incorporated by reference to Exhibit 4.1
to the Registrant’s October 17, 2012
Form 8-K
4.6 Form of Note for 3.75% Senior Notes due 2022 (contained in
Exhibit A to Exhibit 4.4)
Incorporated by reference to Exhibit 4.2
to the Registrant’s March 5, 2012 Form
8-K
4.7 Indenture among Rayonier A.M. Products Inc., the guarantors
party thereto from time to time and Wells Fargo Bank,
National Association, as Trustee, dated as of May 22, 2014
Incorporated by reference to Exhibit 4.1
to the Registrant’s May 22, 2014 Form
8-K
Exhibit No.
Description
Location
10.1 Rayonier Investment and Savings Plan for Salaried
Employees effective March 1, 1994, amended and restated
effective April 1, 2015 and further amended effective
September 8, 2015*
Incorporated by reference to Exhibit
10.2 to the Registrant’s December 31,
2015 Form 10-K
10.2 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of June 1, 2016, executed
February 25, 2016*
Incorporated by reference to Exhibit
10.1 to the Registrant’s March 31, 2016
Form 10-Q
10.3 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of January 1, 2017, executed
October 24, 2016*
Incorporated by reference to Exhibit
10.1 to the Registrant’s September 30,
2016 Form 10-Q
10.4 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of January 1, 2017, executed
January 17, 2017*
Incorporated by reference to Exhibit
10.1 to the Registrant’s March 31, 2017
Form 10-Q
10.5 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of January 1, 2017, executed
July 20, 2017*
Incorporated by reference to Exhibit
10.1 to the Registrant’s June 30, 2017
Form 10-Q
10.6 Amendment to Rayonier Investment and Savings Plan for
Filed herewith
Salaried Employees effective as of October 1, 2017, executed
November 9, 2017*
10.7 Amended and Restated Retirement Plan for Salaried
Employees of Rayonier Inc. effective January 1, 2014*
Incorporated by reference to Exhibit
10.9 to the Registrant’s December 31,
2015 Form 10-K
10.8 First Amendment to the Retirement Plan for Salaried
Employees of Rayonier Inc. effective as of December 31,
2016*
Incorporated by reference to Exhibit
10.2 to the Registrant’s September 30,
2016 Form 10-Q
10.9 Rayonier Inc. Excess Benefit Plan, as amended*
10.10 Rayonier Inc. Excess Savings and Deferred Compensation
Plan, as amended and restated*
10.11 Form of Rayonier Inc. Excess Savings and Deferred
Compensation Plan Agreements*
10.12 Rayonier Non-Equity Incentive Plan*
10.13 Form of Rayonier Outside Directors Compensation Program/
Cash Deferral Option Agreement*
Incorporated by reference to Exhibit
10.2 to the Registrant’s June 30, 2010
Form 10-Q
Incorporated by reference to Exhibit
10.3 to the Registrant’s June 30, 2010
Form 10-Q
Incorporated by reference to Exhibit
10.4 to the Registrant’s June 30, 2010
Form 10-Q
Incorporated by reference to Appendix
B to the Registrant’s March 31, 2008
Proxy Statement
Incorporated by reference to Exhibit
10.24 to the Registrant’s December 31,
2006 Form 10-K
10.14 Trust Agreement for the Rayonier Inc. Legal Resources Trust* Incorporated by reference to Exhibit
10.1 to the Registrant’s September 30,
2014 Form 10-Q
10.15 Master Shareholder Agreement in Relation to Matariki
Forests, dated July 15, 2005, by and among SAS Trustee
Corporation, Deutshe Asset Management (Australia) Limited,
Rayonier Canterbury LLC, Rayonier New Zealand Limited,
Cameron and Company Limited, Matariki Forests Australia
Pty Limited, Matariki Forestry Group and Matariki Forests
10.16 Deed of Amendment and Restatement of Shareholder
Agreement, dated April 22, 2014, by and among Rayonier
Canterbury LLC, Waimarie Forests Pty Limited, Matariki
Forestry Group, Matariki Forests and Phaunos Timber Fund
Limited
Incorporated by reference to Exhibit
10.38 to the Registrant’s June 30, 2005
Form 10-Q
Incorporated by reference to Exhibit
10.11 to the Registrant’s June 30, 2014
Form 10-Q
Exhibit No.
Description
Location
10.17 Intellectual Property Agreement, dated June 27, 2014, by and
between Rayonier Inc. and Rayonier Advanced Materials Inc.
10.18 Form of Indemnification Agreement between Rayonier Inc.
and its Officers and Directors*
10.19 Rayonier Incentive Stock Plan, as amended*
10.20 Form of Rayonier Incentive Stock Plan Non-Qualified Stock
Option Award Agreement*
10.21 Form of Rayonier Incentive Stock Plan Restricted Stock
Award Agreement*
10.22 Form of Rayonier Incentive Stock Plan Supplemental Terms
Applicable to the 2014 Equity Award Grant*
10.23 2015 Performance Share Award Program*
10.24 2016 Performance Share Award Program*
10.25 2017 Performance Share Award Program*
10.26 Rayonier Inc. Supplemental Savings Plan effective March 1,
2016*
10.27 Credit Agreement dated as of August 5, 2015 among
Rayonier Inc., Rayonier TRS Holdings Inc. and Rayonier
Operating Company LLC, as Borrowers, CoBank, ACB as
Administrative Agent, Swing Line Lender and Issuing Bank,
JPMorgan Chase Bank, N.A. and Farm Credit of Florida, ACA
as Co-Syndication Agents, Credit Suisse AG and SunTrust
Bank as Co-Documentation Agents and CoBank, ACB as
Sole Lead Arranger and Sole Bookrunner
10.28 First Amendment and Incremental Term Loan Agreement
dated as of April 28, 2016, by and among Rayonier Inc.,
Rayonier TRS Holdings Inc., Rayonier Operating Company
LLC, as Borrowers, CoBank, ACB, as Administrative Agent
and the several banks, financial institutions and other
institutional lenders party thereto
Incorporated by reference to Exhibit
10.4 to the Registrant’s June 30, 2014
Form 8-K
Incorporated by reference to Exhibit
10.8 to the Registrant’s June 30, 2014
Form 10-Q
Incorporated by reference to Exhibit
10.2 to the Registrant’s March 31, 2015
Form 10-Q
Incorporated by reference to Exhibit
10.19 to the Registrant’s December 31,
2008 Form 10-K
Incorporated by reference to Exhibit
10.5 to the Registrant’s March 31, 2015
Form 10-Q
Incorporated by reference to Exhibit
10.23 to the Registrant’s December 31,
2013 Form 10-K
Incorporated by reference to Exhibit
10.3 to the Registrant’s March 31, 2015
Form 10-Q
Incorporated by reference to Exhibit
10.44 to the Registrant’s December 31,
2015 Form 10-K
Incorporated by reference to Exhibit
10.2 to the Registrant’s March 31, 2017
Form 10-Q
Incorporated by reference to Exhibit
10.2 to the Registrant’s March 31, 2016
Form 10-Q
Incorporated by reference to Exhibit
10.3 to the Registrant’s March 31, 2016
Form 10-Q
Incorporated by reference to Exhibit
10.1 to the Registrant’s May 2, 2016
Form 8-K
10.29 2016 Guarantee Agreement dated as of April 28, 2016 among
Rayonier Inc., Rayonier TRS Holdings Inc. and COBANK,
ACB, as Administrative Agent
Incorporated by reference to Exhibit
10.2 to the Registrant’s May 2, 2016
form 8-K.
10.30 Amended and Restated Executive Severance Pay Plan
effective as of December 31, 2016*
Incorporated by reference to Exhibit
10.3 to the Registrant’s September 30,
2016 Form 10-Q
10.31 Rayonier Annual Bonus Program, as amended and restated,
Filed herewith
effective as of January 1, 2018*
12 Statements re computation of ratios
21 Subsidiaries of the registrant
Filed herewith
Filed herewith
Exhibit No.
Description
23.1 Consent of Ernst & Young LLP
24 Powers of attorney
31.1 Chief Executive Officer’s Certification Pursuant to Rule
13a-14(a)/15d-14(a) and pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Location
Filed herewith
Filed herewith
Filed herewith
31.2 Chief Financial Officer’s Certification Pursuant to Rule
Filed herewith
13a-14(a)/15d-14-(a) and pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification of Periodic Financial Reports Under Section 906
Furnished herewith
of the Sarbanes-Oxley Act of 2002
Filed herewith
101 The following financial information from our Annual Report on
Form 10-K for the fiscal year ended December 31, 2017,
formatted in Extensible Business Reporting Language
(“XBRL”), includes: (i) the Consolidated Statements of
Income and Comprehensive Income for the Years Ended
December 31, 2017, 2016 and 2015; (ii) the Consolidated
Balance Sheets as of December 31, 2017 and 2016; (iii) the
Consolidated Statements of Shareholders’ Equity for the
Years Ended December 31, 2017, 2016 and 2015; (iv) the
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2017, 2016 and 2015; and (v) the Notes to the
Consolidated Financial Statements.
* Management contract or compensatory plan.
** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of
Regulation S-K. Rayonier will furnish supplemental copies of any such schedules or attachments to the U.S.
Securities and Exchange Commission upon request.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
RAYONIER INC.
By:
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)
February 23, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ DAVID L. NUNES
President and Chief Executive Officer
February 23, 2018
David L. Nunes
(Principal Executive Officer)
/s/ MARK MCHUGH
Senior Vice President and Chief Financial Officer
February 23, 2018
Mark McHugh
(Principal Financial Officer)
/s/ APRIL TICE
April Tice
(Principal Accounting Officer)
*
Richard D. Kincaid
*
Keith E. Bass
*
Dod A. Fraser
*
Scott R. Jones
*
Bernard Lanigan, Jr.
*
Blanche L. Lincoln
*
V. Larkin Martin
*
Andrew G. Wiltshire
*By:
/s/ MARK R. BRIDWELL
Mark R. Bridwell
Attorney-In-Fact
Director, Financial Services and Corporate
Controller
February 23, 2018
Chairman of the Board
Director
Director
Director
Director
Director
Director
Director
119
February 23, 2018
RAYONIER INC. AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited, thousands of dollars)
EXHIBIT 12
For the Years Ended December 31,
2015
2014
2016
2013
2017
Earnings:
Income from continuing operations .............................. $ 161,579 $ 217,770 $ 43,941 $ 54,443 $ 105,843
Income tax expense (benefit) .......................................
(35,685)
Pre-tax income from continuing operations ..................
70,158
Add:
5,064
222,834
(9,601)
44,842
(859)
43,082
183,260
21,681
Interest expense .........................................................
Interest factor attributable to rentals ...........................
Fixed charges .............................................................
Subtract: .......................................................................
34,616
137
34,753
32,456
171
32,627
31,718
236
31,954
44,248
301
44,549
40,941
540
41,481
Capitalized Interest .................................................... $
545 $
211 $
19
Earnings as adjusted .................................................... $ 217,468 $ 255,250 $ 75,017 $ 89,391 $ 111,639
Fixed Charges: ............................................................. $ 34,753 $ 32,627 $ 31,954 $ 44,549 $ 41,481
2.69
Ratio of earnings as adjusted to total fixed charges .....
7.82
6.26
2.01
2.35
Deficiency .....................................................................
—
—
—
—
—
SUBSIDIARIES OF RAYONIER INC.
As of 12/31/2017
Name of Subsidiary
Matariki Forests
Matariki Forestry Group
Rayonier Forest Resources, L.P.
Rayonier Atlantic Timber Company
Rayonier Washington Timber Company
Rayonier Gulf Timberlands, LLC
Rayonier Louisiana Timberlands, LLC
Rayonier Mississippi Timberlands Company
Rayonier Operating Company LLC
Rayonier TRS Operating Company
Rayonier TRS Forest Operations, LLC
Rayonier TRS Holdings Inc.
Raydient LLC
EXHIBIT 21
State/Country of
Incorporation/Organization
New Zealand
New Zealand
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
In accordance with Item 601(b)(21) of Regulation S–K, we have omitted some subsidiaries that, if considered in the
aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2017 under Rule
1–02(w) of Regulation S–X.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements of Rayonier Inc.:
1) Registration Statement (Form S-3 No. 333–203733),
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 No. 333–152505) pertaining to the Rayonier Investment and Savings Plan for
Salaried Employees;
of our reports dated February 23, 2018, with respect to the consolidated financial statements and schedule of Rayonier Inc. and
subsidiaries and the effectiveness of internal control over financial reporting of Rayonier Inc. and subsidiaries, included in this
Annual Report (Form 10-K) of Rayonier Inc. for the year ended December 31, 2017.
/s/ Ernst & Young LLP
Certified Public Accountants
Jacksonville, FL
February 23, 2018
EXHIBIT 31.1
I, David L. Nunes, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
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;
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;
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.
b.
c.
d.
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;
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;
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
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.
b.
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
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.
Date: February 23, 2018
/S/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer, Rayonier Inc.
EXHIBIT 31.2
I, Mark McHugh, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
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;
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;
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.
b.
c.
d.
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;
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;
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
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.
b.
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
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.
Date: February 23, 2018
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
CERTIFICATION
EXHIBIT 32
The undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that
to our knowledge:
1.
2.
The Annual Report on Form 10-K of Rayonier Inc. (the “Company”) for the period ended December 31, 2017 (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
The information in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
February 23, 2018
/s/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer,
Rayonier Inc.
/s/ MARK MCHUGH
Mark McHugh
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.
Rayonier Inc. 2017
B O A R D O F D I R E C T O R S
Richard D. Kincaid [A, C]
Chairman of the Board
President and Founder
Because Foundation
David L. Nunes
President and
Chief Executive Officer
Rayonier Inc.
Keith E. Bass [C, N]
Managing Partner
Mill Creek Capital LLC
Dod A. Fraser [A, C]
President
Sackett Partners
Scott R. Jones [C, N]
President
Forest Capital Partners
Bernard Lanigan, Jr. [A, N]
Chairman & CEO,
Southeast Asset Advisors, Inc.;
Founder and Chairman,
Lanigan & Associates, P.C.
Blanche L. Lincoln [A, N]
Founder and Principal
Lincoln Policy Group
V. Larkin Martin [A, N]
Managing Partner
Martin Farm
Andrew G. Wiltshire [A, C]
Founding Partner,
Folium Capital LLC;
Management and Governance
of private orchard
and farming companies
BOARD COMMITTEES: [A] Audit [C] Compensation and Management Development
[N] Nominating and Corporate Governance
E X E C U T I V E O F F I C E R S
David L. Nunes
President and
Chief Executive Officer
Mark D. McHugh
Senior Vice President and
Chief Financial Officer
Douglas M. Long
Senior Vice President,
Forest Resources
Christopher T. Corr
Senior Vice President,
Real Estate and
Public Affairs
Mark R. Bridwell
Vice President,
General Counsel and
Corporate Secretary
Shelby L. Pyatt
Vice President,
Human Resources and
Information Technology
W. Rhett Rogers
Vice President,
Portfolio Management
Corporate Headquarters
Rayonier Inc.
1 Rayonier Way
Yulee, FL 32097
904.357.9100
www.rayonier.com
Investor and Media Relations
Mark D. McHugh
Senior Vice President and
Chief Financial Officer
C O R P O R AT E I N F O R M AT I O N
Form 10-K
Additional copies of this report
and Rayonier’s report on Form 10-K
are available without charge upon
written request to:
Rayonier Inc.
Investor Relations
1 Rayonier Way
Yulee, FL 32097
Independent Registered
Public Accounting Firm
Ernst & Young, LLP
12926 Gran Bay Parkway West
Suite 500
Jacksonville, FL 32258
Stock Information
Listed: New York Stock Exchange
Symbol: RYN
CUSIP: 754 907 103
Transfer Agent and
Registrar Rayonier Inc.
c/o Computershare
P.O. Box 505000
Louisville, KY 40233-5000
800.659.0158 (U.S.)
201.680.6578 (International)
www.computershare.com/investor
TM
RAYONIER INC.
1 Rayonier Way
Yulee, Florida 32097
SFI-01682