Rayonier 2014/A 10Q 2Q2014/A
Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-Q/A
(AMENDMENT NO. 1)
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
OR
o
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
RAYONIER INC.
Incorporated in the State of North Carolina
I.R.S. Employer Identification No. 13-2607329
225 WATER STREET, SUITE 1400
JACKSONVILLE, FL 32202
(Principal Executive Office)
Telephone Number: (904) 357-9100

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 x        NO  o
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 x       NO  o
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  x
  
Accelerated filer  o
Non-accelerated filer  o
  
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o        NO  x

As of November 3, 2014, there were outstanding 126,726,146 Common Shares of the registrant.


















Table of Contents


EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q of Rayonier Inc. (the “Company”) for the quarterly period ended June 30, 2014 is being filed to amend and restate in their entirety the following items of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 that was filed on August 8, 2014 (the “Original Filing”): (i) Item 1 of Part I, “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (iii) Item 4 of Part I, “Controls and Procedures.” The Company has also updated the signature page, the certifications of its chief executive officer and chief financial officer in Exhibits 31.1, 31.2 and 32 and its unaudited consolidated financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101. Concurrently with the filing of this Amendment, the Company is also filing Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 and Amendment No. 1 to its Form 8-K filed with the Securities and Exchange Commission on July 3, 2014.

On June 27, 2014, the Company spun off its Performance Fibers business to its shareholders as a newly formed publicly traded company named Rayonier Advanced Materials Inc. Following the spin-off, new management conducted a review of the Company’s operations and business strategies and identified issues related to its historical timber harvest levels, its estimate of merchantable timber inventory and the effect of such estimate on its calculation of depletion expense in each of the quarterly periods ended March 31, 2014 and June 30, 2014. At the direction of the Company’s Board of Directors, management commenced an internal review into these matters with the assistance of independent counsel, forensic accountants and financial advisers. As a result of the internal review, the Company concluded that it included in merchantable timber inventory for 2014, timber in specially designated parcels located in restricted, environmentally sensitive or economically inaccessible areas, which was incorrect, inconsistent with its definition of merchantable inventory, and a significant change from prior years. As a result, the Company concluded that it understated its depletion expense in cost of goods sold (referred to as “Cost of sales” in the Company's consolidated statements of income) by approximately $2.0 million in each of the quarterly periods ended March 31, 2014 and June 30, 2014, which resulted in a corresponding overstatement of income from continuing operations of $1.9 million and $2.0 million, respectively, in those periods. In addition, management determined that there was a material weakness in the Company’s internal controls related to merchantable timber inventory, as discussed in Part I, Item 4 of this Amendment. Accordingly, the Company has filed this Amendment and the restated interim consolidated financial statements contained herein. Further details of the errors and the impact on the unaudited financial statements set forth in the Original Filing are contained in Note 3 — Restatement of Previously Issued Consolidated Financial Statements in the Notes to the Unaudited Consolidated Financial Statements included in this Amendment.
The Company has not modified or updated disclosures presented in the Original Filing, except to reflect the effects of the restatement of the Company’s financial statements and disclose the material weaknesses in our internal control over financial reporting that has been identified since the date of the Annual Report on Form 10-K, as described above. Accordingly, this Amendment does not reflect events occurring after the Original Filing, except as noted above, and this Amendment continues to speak as of the date of the Original Filing. Therefore, this Amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.



Table of Contents

TABLE OF CONTENTS
Item
 
 
Page
 
 
PART I - FINANCIAL INFORMATION
 
1.
 
 
 
 
 
 
 
 
 
2.
 
4.
 
 
 
PART II - OTHER INFORMATION
 
6.
 
 
 
 

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Table of Contents

PART I.        FINANCIAL INFORMATION

Item 1.         Financial Statements

RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
(Restated)
 
 
 
(Restated)
 
 
SALES
$
163,145

 
$
154,889

 
$
306,332

 
$
261,942

Costs and Expenses
 
 
 
 
 
 
 
Cost of sales
123,096

 
127,861

 
238,995

 
204,520

Selling and general expenses
13,861

 
14,703

 
27,098

 
28,100

Other operating income, net (Note 20)
(11,389
)
 
(3,624
)
 
(11,764
)
 
(7,772
)
 
125,568

 
138,940

 
254,329

 
224,848

Equity in income of New Zealand joint venture

 
304

 

 
562

OPERATING INCOME BEFORE GAIN ON CONSOLIDATION OF NEW ZEALAND JOINT VENTURE
37,577

 
16,253

 
52,003

 
37,656

Gain related to consolidation of New Zealand joint venture (Note 7)

 
16,098

 

 
16,098

OPERATING INCOME
37,577

 
32,351

 
52,003

 
53,754

Interest expense
(15,612
)
 
(11,351
)
 
(26,286
)
 
(19,803
)
Interest and miscellaneous (expense) income, net
(4,385
)
 
2,684

 
(5,397
)
 
2,766

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
17,580

 
23,684

 
20,320

 
36,717

Income tax (expense) benefit
(13,556
)
 
15,947

 
(5,961
)
 
21,942

INCOME FROM CONTINUING OPERATIONS
4,024

 
39,631

 
14,359

 
58,659

DISCONTINUED OPERATIONS, NET (Note 2)
 
 
 
 
 
 
 
Income from discontinued operations, net of income tax expense of $5,966, $31,177, $21,231 and $63,868
12,084

 
48,260

 
43,092

 
176,967

NET INCOME
16,108

 
87,891

 
57,451

 
235,626

Less: Net (loss) income attributable to noncontrolling interest
(245
)
 
727

 
(328
)
 
727

NET INCOME ATTRIBUTABLE TO RAYONIER INC.
16,353

 
87,164

 
57,779

 
234,899

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 
 
Foreign currency translation adjustment
3,517

 
(28,201
)
 
21,320

 
(27,226
)
New Zealand joint venture cash flow hedges, net of income tax (benefit) expense of ($401), $0, $100 and $0
(920
)
 
222

 
791

 
775

Net gain from pension and postretirement plans, net of income tax expense of $35,944, $1,620, $36,875 and $3,824
58,873

 
3,717

 
60,970

 
8,687

Total other comprehensive income (loss)
61,470

 
(24,262
)
 
83,081

 
(17,764
)
COMPREHENSIVE INCOME
77,578

 
63,629

 
140,532

 
217,862

Less: Comprehensive income (loss) attributable to noncontrolling interest
297

 
(9,505
)
 
5,722

 
(9,505
)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
77,281

 
$
73,134

 
$
134,810

 
$
227,367

EARNINGS PER COMMON SHARE (Note 4)
 
 
 
 
 
 
 
BASIC EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.
 
 
 
 
 
 
 
Continuing Operations
$
0.03

 
$
0.31

 
$
0.12

 
$
0.46

Discontinued Operations
0.10

 
0.38

 
0.34

 
1.42

Net Income
$
0.13

 
$
0.69

 
$
0.46

 
$
1.88

DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.
 
 
 
 
 
 
 
Continuing Operations
$
0.03

 
$
0.30

 
$
0.11

 
$
0.44

Discontinued Operations
0.09

 
0.37

 
0.33

 
1.36

Net Income
$
0.12

 
$
0.67

 
$
0.44

 
$
1.80


See Notes to Consolidated Financial Statements.

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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
 
June 30, 2014
 
December 31, 2013
 
(Restated)
 
 
ASSETS
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
222,061

 
$
199,644

Restricted cash
75,000

 

Accounts receivable, less allowance for doubtful accounts of $622 and $673
19,765

 
94,956

Inventory
 
 
 
Finished goods
17,622

 
115,270

Work in progress

 
3,555

Raw materials
862

 
17,661

Manufacturing and maintenance supplies

 
2,332

Total inventory
18,484

 
138,818

Deferred tax assets
3,221

 
39,100

Prepaid and other current assets
21,543

 
46,576

Total current assets
360,074

 
519,094

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
2,117,655

 
2,049,378

PROPERTY, PLANT AND EQUIPMENT
 
 
 
Land
1,833

 
20,138

Buildings
8,468

 
180,573

Machinery and equipment
3,333

 
1,760,641

Construction in progress
274

 
19,795

Total property, plant and equipment, gross
13,908

 
1,981,147

Less — accumulated depreciation
(7,765
)
 
(1,120,326
)
Total property, plant and equipment, net
6,143

 
860,821

OTHER ASSETS
148,104

 
256,208

TOTAL ASSETS
$
2,631,976

 
$
3,685,501

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
 
 
 
Accounts payable
$
27,871

 
$
69,293

Current maturities of long-term debt

 
112,500

Accrued taxes
13,834

 
8,551

Uncertain tax positions
5,780

 
10,547

Accrued payroll and benefits
5,316

 
24,948

Accrued interest
9,743

 
9,531

Accrued customer incentives

 
9,580

Other current liabilities
28,865

 
24,327

Current liabilities for dispositions and discontinued operations (Note 14)

 
6,835

Total current liabilities
91,409

 
276,112

LONG-TERM DEBT
770,086

 
1,461,724

NON-CURRENT LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS (Note 14)

 
69,543

PENSION AND OTHER POSTRETIREMENT BENEFITS (Note 17)
24,014

 
95,654

OTHER NON-CURRENT LIABILITIES
30,600

 
27,225

COMMITMENTS AND CONTINGENCIES (Notes 13 and 15)

 

SHAREHOLDERS’ EQUITY
 
 
 
Common Shares, 480,000,000 shares authorized, 126,529,693 and 126,257,870 shares issued and outstanding
698,462

 
692,100

Retained earnings
887,648

 
1,015,209

Accumulated other comprehensive income (loss)
30,891

 
(46,139
)
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
1,617,001

 
1,661,170

Noncontrolling interest
98,866

 
94,073

TOTAL SHAREHOLDERS’ EQUITY
1,715,867

 
1,755,243

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
2,631,976

 
$
3,685,501


See Notes to Consolidated Financial Statements.

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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 
Six Months Ended June 30,
 
2014
 
2013
 
(Restated)
 
 
OPERATING ACTIVITIES
 
 
 
Net income
$
57,451

 
$
235,626

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
58,411

 
50,857

Non-cash cost of real estate sold
3,302

 
2,593

Stock-based incentive compensation expense
5,980

 
6,226

Deferred income taxes
10,103

 
38,107

Tax benefit of AFMC for CBPC exchange

 
(18,761
)
Depreciation and amortization from discontinued operations
37,985

 
29,356

Amortization of losses from pension and postretirement plans
5,896

 
11,617

Gain on sale of discontinued operations, net

 
(42,670
)
Gain related to consolidation of New Zealand joint venture

 
(16,098
)
Other
(43
)
 
(8,653
)
Changes in operating assets and liabilities:
 
 
 
Receivables
9,988

 
(11,782
)
Inventories
4,765

 
27,325

Accounts payable
27,307

 
19,535

Income tax receivable/payable
5,217

 
(5,626
)
All other operating activities
5,130

 
(7,654
)
Payment to exchange AFMC for CBPC

 
(70,311
)
Expenditures for dispositions and discontinued operations
(5,096
)
 
(4,015
)
CASH PROVIDED BY OPERATING ACTIVITIES
226,396

 
235,672

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(80,494
)
 
(74,587
)
Purchase of additional interest in New Zealand joint venture

 
(139,879
)
Purchase of timberlands
(74,817
)
 
(10,447
)
Jesup mill cellulose specialties expansion (gross purchases of $0 and $114,449, net of purchases on account of $0 and $14,264)

 
(100,185
)
Proceeds from disposition of Wood Products business

 
72,953

Change in restricted cash
63,128

 
7,603

Other
(478
)
 
537

CASH USED FOR INVESTING ACTIVITIES
(92,661
)
 
(244,005
)
FINANCING ACTIVITIES
 
 
 
Issuance of debt
1,238,389

 
455,000

Repayment of debt
(1,107,062
)
 
(273,087
)
Dividends paid
(124,628
)
 
(113,222
)
Proceeds from the issuance of common shares
3,347

 
6,643

Excess tax benefits on stock-based compensation

 
7,399

Repurchase of common shares
(1,834
)
 
(11,241
)
Debt issuance costs
(12,380
)
 

Purchase of timberland deeds for Rayonier Advanced Materials
(12,677
)
 

Debt issuance funds distributed to Rayonier Advanced Materials
(924,943
)
 

Proceeds from spin-off of Rayonier Advanced Materials
906,200

 

Change in restricted cash reserved for dividends
(75,000
)
 

Other
(680
)
 

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
(111,268
)
 
71,492

EFFECT OF EXCHANGE RATE CHANGES ON CASH
(50
)
 
(174
)
CASH AND CASH EQUIVALENTS
 
 
 
Change in cash and cash equivalents
22,417

 
62,985

Balance, beginning of year
199,644

 
280,596

Balance, end of period
$
222,061

 
$
343,581

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
 
 
Cash paid during the period:
 
 
 
Interest
$
26,980

 
$
16,754

Income taxes
10,417

 
84,508

Non-cash investing activity:
 
 
 
Capital assets purchased on account
11,547

 
59,729

Non-cash financing activity:
 
 
 
Shareholder debt assumed in acquisition of New Zealand joint venture

 
125,532

Conversion of shareholder debt to equity noncontrolling interest

 
(95,961
)

See Notes to Consolidated Financial Statements.

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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)


1.
BASIS OF PRESENTATION
Basis of Presentation
The unaudited consolidated financial statements and notes thereto of Rayonier Inc. and its subsidiaries (“Rayonier” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements and notes reflect all adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as amended by Amendment No. 1 to the Form 10-K on Form 10-K/A (the “Amended Form 10-K”), as filed with the SEC.
Reclassifications
Certain 2013 amounts and amounts previously reported in 2014 have been reclassified to agree with the current presentation, including reclassifications for discontinued operations. Rayonier completed the spin-off of its Performance Fibers business on June 27, 2014 and completed the sale of its Wood Products business on March 1, 2013. Accordingly, the operating results of these businesses are reported as discontinued operations in the Company’s Consolidated Statements of Income and Comprehensive Income for all periods presented. Certain administrative and general costs historically allocated to the segments, which remained with Rayonier, are reported in continuing operations.
The December 31, 2013 Consolidated Balance Sheet reports historical information and includes balances for all businesses as reported in the prior year. The June 30, 2014 Consolidated Balance Sheet reports continuing operations only and reflects the contribution of $1.2 billion of assets, net, and corresponding liabilities and equity to Rayonier Advanced Materials in connection with the spin-off of the Performance Fibers business.
The Consolidated Statements of Cash Flows for both 2014 and 2013 have not been restated to exclude Performance Fibers or Wood Products cash flows. Cash flows for the six months ended June 30, 2014 also reflect transactions related to the Performance Fibers spin-off, including borrowings to arrange the capital structure prior to the separation, proceeds received upon the spin-off and the use of proceeds to pay down debt and reserve cash for a special dividend payment during the third quarter of 2014.
See Note 2Discontinued Operations for additional information regarding the spin-off of the Performance Fibers business and sale of the Wood Products business.
New Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board (“IASB”) jointly issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, a comprehensive new revenue recognition standard which will supersede current revenue recognition guidance. The core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to receive in exchange for those goods or services. 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. This standard will be effective for Rayonier beginning January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The standard requires a disposal of a component of an entity to be reported in discontinued operations if it represents a strategic shift with a major effect on an entity’s operations and financial results. It also removes requirements related to the evaluation of the component’s effect on ongoing operations and the entity’s continuing involvement with the component. Additional disclosures about discontinued operations are also required under this standard. ASU No. 2014-08 is required to be applied prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning December 15, 2014. As the Company has not elected early adoption, this standard will be effective for Rayonier’s first quarter 2015 Form 10-Q filing. It is not expected that the standard will have any impact on the Company’s consolidated financial statements.

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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

Subsequent Events
The Company evaluated events and transactions that occurred after the balance sheet date but before financial statements were issued, and three subsequent events were identified that warranted disclosure. On July 21, 2014, the Board of Directors approved a third quarter cash dividend of 30 cents per common share. The dividend is payable on September 30, 2014 to shareholders of record on September 16, 2014. In addition to the regular third quarter cash dividend, the Board of Directors approved a special cash dividend of 50 cents per common share payable on August 15, 2014 to shareholders of record on July 31, 2014. Additionally, amendments to the Company’s revolving credit facility and term credit agreement became effective in July 2014, as discussed in Note 18Debt.

2.
DISCONTINUED OPERATIONS
Spin-Off of the Performance Fibers Business
On June 27, 2014, Rayonier completed its previously announced tax-free spin-off of its Performance Fibers business from its Forest Resources and Real Estate segments. The spin-off resulted in two independent, publicly-traded companies, with the Performance Fibers business being spun-off to Rayonier shareholders as a newly formed public company named Rayonier Advanced Materials. On June 27, 2014, the shareholders of record received one share of Rayonier Advanced Materials common stock for every three common shares of Rayonier held as of the close of business on the record date of June 18, 2014.
In connection with the spin-off, Rayonier Advanced Materials distributed $906.2 million in cash to Rayonier from $550 million in Senior Notes issued by Rayonier A.M. Products (a wholly-owned subsidiary of Rayonier Advanced Materials), $325 million in term loans, and $75 million from a revolving credit facility Rayonier Advanced Materials entered into prior to the spin-off. Under the terms of the Internal Revenue Service spin-off ruling, $75 million of these funds is restricted to pay dividends or repurchase common stock within eighteen months following the distribution of the shares of Rayonier Advanced Materials common stock to Rayonier shareholders. At June 30, 2014, $75 million was included in the “Restricted cash” line in the Consolidated Balance Sheets.
In order to effect the spin-off and govern our relationship with Rayonier Advanced Materials after the spin-off, Rayonier entered into a Separation and Distribution Agreement, an Intellectual Property Agreement, a Tax Sharing Agreement, an Employee Matters Agreement and a Transition Services Agreement.
The Separation and Distribution Agreement governs the spin-off of the Performance Fibers business and the transfer of assets and other matters related to our relationship with Rayonier Advanced Materials. The Separation and Distribution Agreement provides for cross-indemnities between Rayonier and Rayonier Advanced Materials and established procedures for handling claims subject to indemnification and related matters.
The Intellectual Property Agreement governs the allocation of intellectual property rights and assets between Rayonier and Rayonier Advanced Materials.
The Tax Sharing Agreement governs the respective rights, responsibilities and obligations of Rayonier and Rayonier Advanced Materials with respect to taxes, tax attributes, tax returns, tax proceedings and certain other tax matters including assistance and cooperation on tax matters.

The Employee Matters Agreement governs the compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of Rayonier and Rayonier Advanced Materials, and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of Rayonier Advanced Materials will no longer participate in benefit plans sponsored or maintained by Rayonier. In addition, the Employee Matters Agreement provides that each of the parties will be responsible for their respective current employees and compensation plans for such current employees. The Employee Matters Agreement further provides that Rayonier Advanced Materials will be responsible for liabilities associated with former employees whose last employment was with the businesses that are to be operated by Rayonier Advanced Materials after the spin-off, including the Performance Fibers business, as well as certain specified former corporate employees, and Rayonier will remain responsible for former employees whose last employment was with the businesses retained by Rayonier following the spin-off and certain specified corporate employees.

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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

The Transition Services Agreement sets forth the terms on which Rayonier will provide to Rayonier Advanced Materials, and Rayonier Advanced Materials will provide to Rayonier, certain services or functions that were shared prior to the spin-off. Transition services include administrative, payroll, human resources, data processing, environmental health and safety, financial audit support, financial transaction support, and other support services, information technology systems and various other corporate services. The agreement provides for the provision of specified transition services, generally for a period of up to 18 months, on a cost basis.
Rayonier will not have significant continuing involvement in the operations of the Performance Fibers business going forward. Accordingly, the operating results of the Performance Fibers business, formerly reported as a separate operating segment, are classified as discontinued operations in the Company's Consolidated Statements of Income and Comprehensive Income for all periods presented. Certain administrative and general costs historically allocated to the Performance Fibers segment, which will remain with the Company after the sale, are reported in continuing operations.
The following table summarizes the operating results of the Company's discontinued operations related to the Performance Fibers spin-off for the three and six months ended June 30, 2014 and 2013, as presented in "Income from discontinued operations, net" in the Consolidated Statements of Income and Comprehensive Income:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Sales
$
212,680

 
$
254,189

 
$
456,180

 
$
540,855

Cost of sales and other
(174,961
)
 
(174,650
)
 
(368,868
)
 
(366,584
)
Transaction expenses
(19,669
)
 
(102
)
 
(22,989
)
 
(186
)
Income from discontinued operations before income taxes
18,050

 
79,437

 
64,323

 
174,085

Income tax expense
(5,966
)
 
(31,177
)
 
(21,231
)
 
(41,595
)
Income from discontinued operations, net
$
12,084

 
$
48,260

 
$
43,092

 
$
132,490


In accordance with ASC 205-20-S99-3, Allocation of Interest to Discontinued Operations, the Company elected to allocate interest expense to discontinued operations where the debt is not directly attributed to the Performance Fibers business.  Interest expense has been allocated based on a ratio of net assets to be discontinued to the sum of consolidated net assets plus consolidated debt (other than debt directly attributable to the Forest Resources and Real Estate operations). The following table summarizes the interest expense allocated to discontinued operations for the three and six months ended June 30, 2014 and 2013:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Interest allocated to the Performance Fibers business
$
(1,910
)
 
$
(1,851
)
 
$
(4,205
)
 
$
(3,797
)
The following table summarizes the depreciation, amortization and capital expenditures of the Company's discontinued operations related to the Performance Fibers business:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Depreciation and amortization
$
17,336

 
$
13,649

 
$
37,985

 
$
28,802

Capital expenditures
24,621

 
48,817

 
46,336

 
70,182

Jesup mill cellulose specialties expansion

 
63,451

 

 
100,185


6


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

The major classes of Performance Fibers assets and liabilities included in the spin-off are as follows:
 
June 27, 2014
Accounts receivable, net
$
66,050

Inventory
121,705

Prepaid and other current assets
70,092

Property, plant and equipment, net
862,487

Other assets
103,400

Total assets
$
1,223,734

 

Accounts payable
65,522

Other current liabilities
51,006

Long-Term debt
950,000

Non-current environmental liabilities
66,434

Pension and other postretirement benefits
102,633

Other non-current liabilities
7,269

Deficit
(19,130
)
Total liabilities and equity
$
1,223,734


Pursuant to a Memorandum of Understanding agreement, Rayonier may provide Rayonier Advanced Materials with up to 120,000 tons of hardwood annually through July 30, 2017. Prior to the spin-off, hardwood purchases were intercompany transactions eliminated in consolidation as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Hardwood purchases
$
1,190

 
$
350

 
$
3,935

 
$
259


Sale of Wood Products Business
On March 1, 2013, Rayonier completed the sale of its Wood Products business (consisting of three lumber mills in Baxley, Swainsboro and Eatonton, Georgia) to International Forest Products Limited (“Interfor”) for $80 million plus a working capital adjustment. Accordingly, the operating results of the Wood Products business, formerly reported as a separate operating segment, are classified as discontinued operations in the Company’s Consolidated Statements of Income and Comprehensive Income for the six months ended June 30, 2013.
Rayonier recognized an after-tax gain of $42.7 million on the sale. The gain is included in “Income from discontinued operations, net” on the Consolidated Statements of Income and Comprehensive Income for the six months ended June 30, 2013.

7


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

The following table summarizes the operating results of the Company’s Wood Products discontinued operations and the related gain for the six months ended June 30, 2013, as presented in “Income from discontinued operations, net” on the Consolidated Statements of Income and Comprehensive Income:
 
Six Months Ended
 
June 30, 2013
Sales
$
16,968

Cost of sales and other
(14,258
)
Gain on sale of discontinued operations
64,040

Income from discontinued operations before income taxes
$
66,750

Income tax expense
(22,273
)
Income from discontinued operations, net
$
44,477

Cash flows from the Wood Products business are immaterial in the aggregate. As such, they are included with cash flows from continuing operations in the Consolidated Statements of Cash Flows.
The following table reconciles the operating results of both the Performance Fibers and Wood Products discontinued operations, as presented in “Income from discontinued operations, net” on the Consolidated Statements of Income and Comprehensive Income:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Performance Fibers income from discontinued operations, net
$
12,084

 
$
48,260

 
$
43,092

 
$
132,490

Wood Products income from discontinued operations, net

 

 

 
44,477

Income from discontinued operations, net
$
12,084

 
$
48,260

 
$
43,092

 
$
176,967



8


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

3.
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Original Filing, the Company identified issues related to its historical timber harvest levels, its estimate of merchantable timber inventory and the effect of such estimate on its calculation of depletion expense in the quarterly periods ended March 31, 2014 and June 30, 2014. The Company determined that it had understated its depletion expense in cost of goods sold (referred to as “Cost of sales” in the Company’s consolidated statements of income and comprehensive income) by approximately $2 million for each period. As a result, the financial amounts noted below have been restated from amounts previously reported.

The following tables summarize the effect of these restatements for the periods:
 
 
Consolidated Statements of Income
and Comprehensive Income for the
Three Months Ended June 30, 2014

 
 
As Previously Reported
 
Restatement
 
As Restated
Operating Income
 
$
39,568

 
$
(1,991
)
 
$
37,577

Income Tax Expense
 
(13,515
)
 
(41
)
 
(13,556
)
Income from Continuing Operations
 
6,056

 
(2,032
)
 
4,024

Income from Discontinued Operations, net
 
12,084

 

 
12,084

Net Income
 
18,140

 
(2,032
)
 
16,108

Net Income Attributable to Rayonier Inc.
 
18,385

 
(2,032
)
 
16,353

Basic Earnings Per Share Attributable to Rayonier Inc.
 
 
 
 
 
 
Continuing Operations
 
$
0.05

 
$
(0.02
)
 
$
0.03

Discontinued Operations
 
0.10

 

 
0.10

Net Income
 
$
0.15

 
$
(0.02
)
 
$
0.13

Diluted Earnings Per Share Attributable to Rayonier Inc.
 
 
 
 
 
 
Continuing Operations
 
$
0.05

 
$
(0.02
)
 
$
0.03

Discontinued Operations
 
0.09

 

 
0.09

Net Income
 
$
0.14

 
$
(0.02
)
 
$
0.12


9


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
 
Consolidated Statements of Income
and Comprehensive Income for the
Six Months Ended June 30, 2014

 
 
As Previously Reported
 
Restatement
 
As Restated
Operating Income
 
$
55,962

 
$
(3,959
)
 
$
52,003

Income Tax Expense
 
(5,939
)
 
(22
)
 
(5,961
)
Income from Continuing Operations
 
18,340

 
(3,981
)
 
14,359

Income from Discontinued Operations, net
 
43,092

 

 
43,092

Net Income
 
61,432

 
(3,981
)
 
57,451

Net Income Attributable to Rayonier Inc.
 
61,760

 
(3,981
)
 
57,779

Basic Earnings Per Share Attributable to Rayonier Inc.
 
 
 
 
 
 
Continuing Operations
 
$
0.15

 
$
(0.03
)
 
$
0.12

Discontinued Operations
 
0.34

 

 
0.34

Net Income
 
$
0.49

 
$
(0.03
)
 
$
0.46

Diluted Earnings Per Share Attributable to Rayonier Inc.
 
 
 
 
 
 
Continuing Operations
 
$
0.14

 
$
(0.03
)
 
$
0.11

Discontinued Operations
 
0.33

 

 
0.33

Net Income
 
$
0.47

 
$
(0.03
)
 
$
0.44

 
 
Consolidated Balance Sheet
as of June 30, 2014

 
 
As Previously Reported
 
Restatement
 
As Restated
Prepaid and Other Current Assets
 
$
21,565

 
$
(22
)
 
$
21,543

Timber and Timberlands, Net of Depletion and Amortization
 
2,121,614

 
(3,959
)
 
2,117,655

Retained earnings
 
891,629

 
(3,981
)
 
887,648

 
 
Consolidated Statements of Income
and Comprehensive Income for the
Three Months Ended March 31, 2014

 
 
As Previously Reported (a)
 
Restatement
 
As Restated (a)
Operating Income
 
$
65,008

 
$
(1,969
)
 
$
63,039

Income Tax Expense
 
(7,732
)
 
20

 
(7,712
)
Income from Continuing Operations
 
43,292

 
(1,949
)
 
41,343

Net Income
 
43,292

 
(1,949
)
 
41,343

Net Income Attributable to Rayonier Inc.
 
43,375

 
(1,949
)
 
41,426

Basic Earnings Per Share Attributable to Rayonier Inc.
 
 
 
 
 
 
Continuing Operations
 
$
0.34

 
$
(0.01
)
 
$
0.33

Discontinued Operations
 

 

 

Net Income
 
$
0.34

 
$
(0.01
)
 
$
0.33

Diluted Earnings Per Share Attributable to Rayonier Inc.
 
 
 
 
 
 
Continuing Operations
 
$
0.34

 
$
(0.02
)
 
$
0.32

Discontinued Operations
 

 

 

Net Income
 
$
0.34

 
$
(0.02
)
 
$
0.32

(a)Includes the Performance Fibers business that was spun-off on June 27, 2014.

10


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
 
Consolidated Balance Sheet
as of March 31, 2014

 
 
As Previously Reported
 
Restatement
 
As Restated
Prepaid and Other Current Assets
 
$
54,557

 
$
20

 
$
54,577

Timber and Timberlands, Net of Depletion and Amortization
 
2,069,518

 
(1,969
)
 
2,067,549

Retained earnings
 
996,573

 
(1,949
)
 
994,624


4.
EARNINGS PER COMMON SHARE
The following table provides details of the calculations of basic and diluted earnings per common share:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
(Restated)
 
 
 
(Restated)
 
 
Income from continuing operations
$
4,024

 
$
39,631

 
$
14,359

 
$
58,659

Less: Net (loss) income from continuing operations attributable to noncontrolling interest
(245
)
 
727

 
(328
)
 
727

Income from continuing operations attributable to Rayonier Inc.
$
4,269

 
$
38,904

 
$
14,687

 
$
57,932

 
 
 
 
 
 
 
 
Income from discontinued operations, net, attributable to Rayonier Inc.
$
12,084

 
$
48,260

 
$
43,092

 
$
176,967

 
 
 
 
 
 
 
 
Net income attributable to Rayonier Inc.
$
16,353

 
$
87,164

 
$
57,779

 
$
234,899

 
 
 
 
 
 
 
 
Shares used for determining basic earnings per common share
126,434,376

 
126,027,297

 
126,390,891

 
125,257,876

Dilutive effect of:
 
 
 
 
 
 
 
Stock options
293,213

 
504,321

 
296,768

 
519,014

Performance and restricted shares
201,956

 
386,228

 
194,995

 
384,910

Assumed conversion of Senior Exchangeable Notes (a)
2,631,514

 
2,217,058

 
2,579,402

 
2,173,658

Assumed conversion of warrants (a) (b)
2,738,606

 
1,632,345

 
2,656,633

 
2,250,361

Shares used for determining diluted earnings per common share
132,299,665

 
130,767,249

 
132,118,689

 
130,585,819

Basic earnings per common share attributable to Rayonier Inc.:
 
 
 
 
 
 
 
Continuing operations
$
0.03

 
$
0.31

 
$
0.12

 
$
0.46

Discontinued operations
0.10

 
0.38

 
0.34

 
1.42

Net income
$
0.13

 
$
0.69

 
$
0.46

 
$
1.88

Diluted earnings per common share attributable to Rayonier Inc.:
 
 
 
 
 
 
 
Continuing operations
$
0.03

 
$
0.30

 
$
0.11

 
$
0.44

Discontinued operations
0.09

 
0.37

 
0.33

 
1.36

Net income
$
0.12

 
$
0.67

 
$
0.44

 
$
1.80


11


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Anti-dilutive shares excluded from the computations of diluted earnings per share:
 
 
 
 
 
 
 
Stock options, performance and restricted shares
507,044

 
199,245

 
499,193

 
207,097

Assumed conversion of exchangeable note hedges (a)
2,631,514

 
2,217,058

 
2,579,402

 
2,173,658

Total
3,138,558

 
2,416,303

 
3,078,595

 
2,380,755

(a) Rayonier will not issue additional shares upon future exchange or maturity of the Senior Exchangeable Notes due 2015 (the “2015 Notes”) due to offsetting hedges. Accounting Standards Codification 260, Earnings Per Share requires 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 assumed conversion of the hedges is excluded since they are anti-dilutive. As such, the full dilutive effect of the 2015 Notes was included for all periods presented.
The Senior Exchangeable Notes due 2012 (the “2012 Notes”) matured in October 2012; however, no additional shares were issued due to offsetting exchangeable note hedges. The warrants sold in conjunction with the 2012 Notes began maturing on January 15, 2013 and matured ratably through March 27, 2013. As a result, 2,037,303 shares were issued through the end of the first quarter of 2013 and 97,918 shares were issued in the first week of April 2013. The dilutive impact of these warrants was calculated based on the length of time they were outstanding before settlement. Rayonier will distribute additional shares upon maturity of the warrants associated with the 2015 Notes if the stock price exceeds $28.58 per share. The exchange price on the warrants is lower than prior periods as it has been adjusted to reflect the spin-off of the Performance Fibers business. For further information, see Note 13 — Debt in the Amended Form 10-K and Note 18Debt of this Form 10-Q/A.
(b) The shares used for the assumed conversion of the warrants increased for the current quarter and year-to-date periods due to a lower adjusted exchange price as a result of the spin-off.

5.
INCOME TAXES
Rayonier is a real estate investment trust (“REIT”). In general, only its taxable REIT subsidiaries, whose businesses include the Company’s non-REIT qualifying activities, and foreign operations, are subject to corporate income taxes. Accordingly, the provision for corporate income taxes relates principally to current and deferred taxes on taxable REIT subsidiaries’ income and foreign operations.
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 through December 31, 2009. The AFMC is a $.50 per gallon refundable 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. Prior to the spin-off (See Note 2Discontinued Operations for additional information), Rayonier produced and used an alternative fuel (“black liquor”) at its Performance Fibers mills, which qualified for both credits. The Company claimed the AFMC on its original 2009 tax return. In the first quarter of 2013, management approved a $70 million tax payment to exchange approximately 120 million gallons of black liquor previously claimed for the AFMC for the CBPC, resulting in an expected net $19 million tax benefit, which was recorded in discontinued operations. As a result of the spin-off of the Performance Fibers business in second quarter 2014, the Company recorded a $16 million valuation allowance related to its limited potential use of the CBPC prior to its expiration on December 31, 2016.
Provision for Income Taxes from Continuing Operations
The Company’s effective tax rate before discrete items is below the 35 percent U.S. statutory rate due to tax benefits associated with being a REIT and tax benefits from losses at Rayonier's taxable operations from interest and general administrative expenses not allowed to be allocated to the discontinued operations of the Performance Fibers business. Despite the tax benefits associated with being a REIT and losses at Rayonier’s taxable operations, the increase in the effective tax rates as reported for the quarter and year-to-date periods is primarily attributable to the CBPC valuation allowance recorded in second quarter 2014.

12


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

The tables below reconcile the U.S. statutory rate to the Company’s effective tax rate for each period presented:
 
Three Months Ended June 30,
 
2014
 
2013
 
(Restated)
 
(Restated)
 
 
 
 
Income tax expense at federal statutory rate
$
6,153

 
35.0
 %
 
$
8,289

 
35.0
 %
REIT income and taxable losses
(5,625
)
 
(32.0
)
 
(20,001
)
 
(84.4
)
Reverse loss on FMV of exchangeable notes

 

 
828

 
3.5

Foreign operations
(728
)
 
(4.1
)
 
458

 
1.9

Non-deductible real estate losses
590

 
3.4

 

 

Other
119

 
0.6

 
115

 
0.5

Income tax expense (benefit) before discrete items
509

 
2.9
 %
 
(10,311
)
 
(43.5
)%
CBPC valuation allowance
15,574

 
88.7

 

 

Spin-off related costs
797

 
4.5

 

 

Deferred tax inventory valuations
(3,293
)
 
(18.7
)
 

 

Gain related to consolidation of New Zealand joint venture

 

 
(5,636
)
 
(23.8
)
Other
(31
)
 
(0.3
)
 

 

Income tax expense (benefit) as reported for continuing operations
$
13,556

 
77.1
 %
 
$
(15,947
)
 
(67.3
)%
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2014
 
2013
 
(Restated)
 
(Restated)
 
 
 
 
Income tax expense at federal statutory rate
$
7,112

 
35.0
 %
 
$
12,851

 
35.0
 %
REIT income and taxable losses
(13,823
)
 
(69.3
)
 
(31,324
)
 
(85.3
)
Foreign operations
(841
)
 
(0.3
)
 
1,517

 
4.1

Non-deductible real estate losses
681

 
1.2

 

 

Reverse loss on FMV of exchangeable notes

 

 
1,284

 
3.5

Other
138

 
0.3

 
(151
)
 
(0.4
)
Income tax benefit before discrete items
(6,733
)
 
(33.1
)%
 
(15,823
)
 
(43.1
)%
CBPC valuation allowance
15,574

 
76.6

 

 

Spin-off related costs
797

 
3.9

 

 

Deferred tax inventory valuations
(3,293
)
 
(16.2
)
 

 

Gain related to consolidation of New Zealand joint venture

 

 
(5,636
)
 
(15.3
)
Other
(384
)
 
(1.9
)
 
(483
)
 
(1.4
)
Income tax expense (benefit) as reported for continuing operations
$
5,961

 
29.3
 %
 
$
(21,942
)
 
(59.8
)%
 
 
 
 
 
 
 
 
Provision for Income Taxes from Discontinued Operations
In second quarter 2014, Rayonier completed the spin-off of its Performance Fibers business. For the three and six months ended June 30, 2014, income tax expense related to Performance Fibers discontinued operations was $6.0 million and $21.2 million, respectively. For the three and six months ended June 30, 2013, income tax expense related to Performance Fibers discontinued operations was $31.2 million and $41.6 million, respectively.
In first quarter 2013, Rayonier completed the sale of its Wood Products business for $80 million plus a working capital adjustment. For the six months ended June 30, 2013, income tax expense related to Wood Products discontinued operations was $22.3 million ($21.4 million from the gain on sale).

13


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

See Note 2Discontinued Operations for additional information on the spin-off of the Performance Fibers business and sale of the Wood Products business.
Unrecognized Tax Benefits
During second quarter 2014, the Company received a refund from the IRS related to its amended 2009 TRS tax return. As a result, Rayonier reversed the $4.8 million reserve related to the increased domestic production deduction due to the inclusion of CBPC income. The reserve was comprised of a $3.9 million reduction of current deferred tax assets and a $0.9 million unrecognized tax benefit, which was recorded in discontinued operations.
During the first quarter of 2013, the Company implemented ASU 2013-11, which requires, in certain instances, an unrecognized tax benefit (or portion of an unrecognized tax benefit) to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. As a result, the Company reclassified $3.9 million from an unrecognized tax benefit liability to a reduction to current deferred tax assets at March 31, 2014.
Deferred Taxes
The spin-off of the Performance Fibers business resulted in the contribution of deferred tax assets and deferred tax liabilities to Rayonier Advanced Materials and impacted the Company’s expected future use of remaining deferred tax assets. The Company’s current portion of deferred tax assets decreased from $39.1 million at December 31, 2013 to $3.2 million as of June 30, 2014. The remaining balance reflects the $15.6 million valuation allowance related to Rayonier’s limited potential use of the CBPC credit. In addition, the Company’s non-current deferred tax asset decreased $3.0 million from year-end while the non-current deferred tax liability increased $8.7 million.

6.
RESTRICTED CASH AND DEPOSITS
Pursuant to the Internal Revenue Service spin-off ruling, $75 million of the proceeds received from Rayonier Advanced Materials are restricted to pay dividends or repurchase common stock within eighteen months following the spin-off. These funds are included within the “Restricted cash” line of the Consolidated Balance Sheet and will be used to pay a special dividend of $0.50 per share in third quarter 2014.
In order to qualify for like-kind exchange (“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 LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash. As of June 30, 2014 and December 31, 2013, the Company had $5.8 million and $68.9 million, respectively, of proceeds from real estate sales classified as restricted cash within Other Assets, which were deposited with an LKE intermediary.


14


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

7.
JOINT VENTURE INVESTMENT
On April 4, 2013 (the “acquisition date”), the Company acquired an additional 39 percent ownership interest in Matariki Forestry Group, a joint venture (“New Zealand JV”) that owns or leases approximately 0.3 million acres of New Zealand timberlands. As a result of the acquisition, Rayonier is a 65 percent owner of the New Zealand JV and 100 percent of the results of its operations subsequent to April 4, 2013 have been included in the Company’s consolidated financial statements, along with 100 percent of the JV’s assets and liabilities at June 30, 2014 and December 31, 2013. The portions of the consolidated financial position and results of operations attributable to the New Zealand JV’s 35 percent noncontrolling interest are also shown separately. Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary of Rayonier Inc., continues to serve as the manager of the New Zealand JV forests.
Prior to the acquisition date, the Company accounted for its 26 percent interest in the New Zealand JV as an equity method investment. The additional 39 percent interest was acquired for $139.9 million and resulted in the Company obtaining a controlling financial interest in the New Zealand JV and accordingly, the purchase was accounted for as a step-acquisition. Upon consolidation, the Company recognized a $10.1 million deferred gain, which resulted from the original sale of its New Zealand operations to the joint venture in 2005 and a $6 million benefit due to the required fair market value remeasurement of the Company’s equity interest in the New Zealand JV held before the purchase of the additional interest. The acquisition-date fair value of the previous equity interest was $93.3 million.
The Company’s operating results for the three and six months ended June 30, 2013 reflect 26 percent of the New Zealand JV’s income prior to the acquisition date, as reported in “Equity in income of New Zealand joint venture” in the Consolidated Statements of Income and Comprehensive Income. The following represents the pro forma Rayonier consolidated sales and net income for the three and six months ended June 30, 2013 as if the additional interest in the New Zealand JV had been acquired on January 1, 2013.
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2013
Sales
$
409,077

 
$
837,322

Net Income
$
87,891

 
$
233,867


15


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

8.
SHAREHOLDERS’ EQUITY
 An analysis of shareholders’ equity for the six months ended June 30, 2014 and the year ended December 31, 2013 is shown below (share amounts not in thousands):
 
Rayonier Inc. Shareholders Equity
 
 
 
 
 
Common Shares
 
Retained
Earnings
 
Accumulated Other Comprehensive Income/(Loss)
 
Non-controlling Interest
 
Total Shareholders’
Equity
 
Shares
 
Amount
 
 
 
 
 
 
(Restated)
 
 
 
 
 
(Restated)
Balance, December 31, 2012
123,332,444

 
$
670,749

 
$
876,634

 
$
(109,379
)
 
$

 
$
1,438,004

Net income

 

 
371,896

 

 
1,902

 
373,798

Dividends ($1.86 per share)

 

 
(233,321
)
 

 

 
(233,321
)
Issuance of shares under incentive stock plans
1,001,426

 
10,101

 

 

 

 
10,101

Stock-based compensation

 
11,710

 

 

 

 
11,710

Excess tax benefit on stock-based compensation

 
8,413

 

 

 

 
8,413

Repurchase of common shares
(211,221
)
 
(11,326
)
 

 

 

 
(11,326
)
Equity portion of convertible debt upon redemption

 
2,453

 

 

 

 
2,453

Settlement of warrants
2,135,221

 

 

 

 

 

Net gain from pension and postretirement plans

 

 

 
61,869

 

 
61,869

Acquisition of noncontrolling interest

 

 

 

 
96,336

 
96,336

Noncontrolling interest redemption of shares

 

 

 

 
(713
)
 
(713
)
Foreign currency translation adjustment

 

 

 
(1,915
)
 
(3,795
)
 
(5,710
)
Joint venture cash flow hedges

 

 

 
3,286

 
343

 
3,629

Balance, December 31, 2013
126,257,870

 
$
692,100

 
$
1,015,209

 
$
(46,139
)
 
$
94,073

 
$
1,755,243

Net income (loss)

 

 
57,779

 

 
(328
)
 
57,451

Dividends ($0.98 per share)

 

 
(123,947
)
 

 

 
(123,947
)
Contribution to Rayonier Advanced Materials

 
(301
)
 
(61,393
)
 
80,749

 

 
19,055

Issuance of shares under incentive stock plans
315,739

 
3,347

 

 

 

 
3,347

Stock-based compensation

 
5,980

 

 

 

 
5,980

Excess tax deficiency on stock-based compensation

 
(830
)
 

 

 

 
(830
)
Repurchase of common shares
(43,916
)
 
(1,834
)
 

 

 

 
(1,834
)
Net losses from pension and postretirement plans

 

 

 
(19,779
)
 

 
(19,779
)
Noncontrolling interest redemption of shares

 

 

 

 
(930
)
 
(930
)
Foreign currency translation adjustment

 

 

 
15,546

 
5,774

 
21,320

Joint venture cash flow hedges

 

 

 
514

 
277

 
791

Balance, June 30, 2014
126,529,693

 
$
698,462

 
$
887,648

 
$
30,891

 
$
98,866

 
$
1,715,867

 


16


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

9.
SEGMENT AND GEOGRAPHICAL INFORMATION
Rayonier operates in two reportable business segments: Forest Resources and Real Estate. Prior to the second quarter of 2014, the Company operated in three reportable business segments, which included Performance Fibers. On June 27, 2014, the Company spun-off its Performance Fibers business and its operations are shown as discontinued operations for all periods presented. See Note 2Discontinued Operations for additional information.
Forest Resources sales include all activities related to the harvesting of timber. Real Estate sales include all property sales, including those designated for higher and better use (“HBU”). The assets of the Real Estate segment include HBU property held by the Company’s real estate subsidiary, TerraPointe LLC. The Company’s remaining operations include harvesting and selling timber acquired from third parties (log trading). These operations are reported in “Other Operations.” 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 the operating income of the segments.
Operating income (loss) as presented in the Consolidated Statements of Income and Comprehensive Income is equal to segment income (loss). Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include gains (losses) from certain asset dispositions, interest income (expense), miscellaneous income (expense) and income tax (expense) benefit, are not considered by management to be part of segment operations.
Total assets, sales, operating income (loss) and depreciation, depletion and amortization by segment including Corporate were as follows:
 
June 30,
 
December 31,
 
2014
 
2013
ASSETS
(Restated)
 
 
Forest Resources
$
2,284,198

 
$
2,162,913

Real Estate
96,277

 
149,001

Other Operations
24,860

 
37,334

Corporate and other
226,641

 
257,608

Performance Fibers

 
1,078,645

Total
$
2,631,976

 
$
3,685,501


 
Three Months Ended June 30,
 
Six Months Ended June 30,
SALES
2014
 
2013
 
2014
 
2013
Forest Resources
$
101,120

 
$
109,060

 
$
205,799

 
$
166,162

Real Estate
34,017

 
13,376

 
39,547

 
37,673

Other Operations
29,224

 
32,709

 
64,910

 
58,458

Intersegment Eliminations
(1,216
)
 
(256
)
 
(3,924
)
 
(351
)
Total
$
163,145

 
$
154,889

 
$
306,332

 
$
261,942



17


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
OPERATING INCOME
(Restated)
 
 
 
(Restated)
 
 
Forest Resources
$
19,919

 
$
20,890

 
$
45,466

 
$
34,145

Real Estate
27,764

 
6,105

 
28,490

 
22,947

Other Operations
(132
)
 
1,621

 
(544
)
 
1,719

Corporate and other (a)
(9,974
)
 
3,735

 
(21,409
)
 
(5,057
)
Total
$
37,577

 
$
32,351

 
$
52,003

 
$
53,754

(a)
The three and six months ended June 30, 2013 included a $16.1 million gain related to the consolidation of the New Zealand JV.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
DEPRECIATION, DEPLETION AND AMORTIZATION
(Restated)
 
 
 
(Restated)
 
 
Forest Resources
23,570

 
$
27,291

 
$
50,455

 
$
43,735

Real Estate
6,422

 
2,469

 
7,333

 
6,646

Corporate
341

 
293

 
623

 
476

Total
$
30,333

 
$
30,053

 
$
58,411

 
$
50,857


10.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to market risk related to potential fluctuations in foreign currency exchange rates, interest rates and fuel prices. The Company’s New Zealand JV uses derivative financial instruments to mitigate the financial impact of exposure to these risks.
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. The ineffective portion of any hedge as well as 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 immaterial for all periods presented.
Foreign Currency Exchange and Option Contracts
The functional currency of the New Zealand JV is the New Zealand dollar. These operations are exposed to foreign currency risk on export sales and ocean freight payments which are predominately denominated in US dollars. The New Zealand JV typically hedges at least 70 percent of its estimated foreign currency exposure with respect to the following three months forecasted sales and purchases and 50 percent of the forward 12 months.
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.

18


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

Interest Rate Swaps
The Company uses interest rate swaps to manage the New Zealand JV’s exposure to interest rate movements on its variable rate debt attributable to changes in the New Zealand Bank bill rate. By converting a portion of these borrowings from floating rates to fixed rates the Company has reduced the impact of interest rate changes on its expected future cash outflows. As of June 30, 2014, the Company’s interest rate contracts hedged 88 percent of the New Zealand JV’s variable rate debt and had maturity dates through January 2020.
Fuel Hedge Contracts
The Company uses fuel swap contracts to manage its New Zealand JV’s exposure to changes in New Zealand’s domestic diesel prices. The fuel swaps are quoted by domestic banks in New Zealand dollar price terms. As of June 30, 2014 all of the contracts had maturities of less than one year. The fair value of the fuel swap 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. Effective November 2013, the New Zealand JV has not entered into any new fuel swaps.
The following tables demonstrate the impact of the Company’s derivatives on the Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2014 and 2013.
 
 
 
Three Months Ended June 30,
 
Income Statement Location
 
2014
 
2013
Derivatives designated as cash flow hedges:
 
 
 
 
 
Foreign currency exchange contracts
Other comprehensive income (loss)
 
$
(818
)
 
$
(1,509
)
Foreign currency option contracts
Other comprehensive income (loss)
 
(504
)
 
(363
)
 
 
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency exchange contracts
Other operating expense (income)
 
$

 
$
456

Foreign currency option contracts
Other operating expense (income)
 

 
1,491

Interest rate swaps
Interest and miscellaneous (expense) income, net
 
(729
)
 
2,650

Fuel hedge contracts
Cost of sales (benefit)
 
(92
)
 
(148
)
 
 
 
Six Months Ended June 30,
 
Income Statement Location
 
2014
 
2013
Derivatives designated as cash flow hedges:
 
 
 
 
 
Foreign currency exchange contracts
Other comprehensive income (loss)
 
$
669

 
$
(1,509
)
Foreign currency option contracts
Other comprehensive income (loss)
 
221

 
(363
)
 
 
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency exchange contracts
Other operating expense (income)
 
$
25

 
$
(1,426
)
Foreign currency option contracts
Other operating expense (income)
 
7

 
1,491

Interest rate swaps
Interest and miscellaneous (expense) income, net
 
(1,862
)
 
2,650

Fuel hedge contracts
Cost of sales (benefit)
 
225

 
(148
)
During the next 12 months, the amount of the June 30, 2014 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.

19


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(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:
 
Notional Amount (a)
 
June 30, 2014
 
December 31, 2013
Derivatives designated as cash flow hedges:
 
 
 
Foreign currency exchange contracts
$
19,625

 
$
32,300

Foreign currency option contracts
46,000

 
38,000

 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
Foreign currency exchange contracts
$

 
$
1,950

Foreign currency option contracts

 
4,000

Interest rate swaps
180,658

 
183,851

Fuel hedge contracts
13

 
38

(a)
All notional amounts are stated in thousands of dollars except fuel contracts which are denominated in thousands of barrels.
The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets:
 
Location on Balance Sheet
 
Fair Value Assets (Liabilities) (a)
 
 
 
June 30, 2014
 
December 31, 2013
Derivatives designated as cash flow hedges:
 
 
 
 
 
Foreign currency exchange contracts
Prepaid and other current assets
 
$
1,726

 
$
915

Foreign currency option contracts
Prepaid and other current assets
 
846

 
673

 
Other current liabilities
 
(100
)
 
(214
)
 
 
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign currency exchange contracts
Prepaid and other current assets
 
$

 
$
25

Foreign currency option contracts
Prepaid and other current assets
 

 
8

Interest rate swaps
Other non-current liabilities
 
(5,051
)
 
(4,659
)
Fuel hedge contracts
Prepaid and other current assets
 

 
160

 
Other current liabilities
 
(67
)
 

 
 
 
 
 
 
Total derivative contracts:
 
 
 
 
 
Prepaid and other current assets
 
 
$
2,572

 
$
1,781

 
 
 
 
 
 
Other current liabilities
 
 
(167
)
 
(214
)
Other non-current liabilities
 
 
(5,051
)
 
(4,659
)
Total derivative liabilities
 
 
$
(5,218
)
 
$
(4,873
)
(a)
See Note 11Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy.

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.


20


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

11.
FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The Accounting Standards Codification established a three-level hierarchy that prioritizes the inputs used to measure fair value 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, estimated fair values and categorization under the fair value hierarchy of financial instruments held by the Company at June 30, 2014 and December 31, 2013, using market information and what management believes to be appropriate valuation methodologies under generally accepted accounting principles:
 
June 30, 2014
 
December 31, 2013
Asset (liability)
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
 
 
 
Level 1
 
Level 2
 
 
 
Level 1
 
Level 2
Cash and cash equivalents
$
222,061

 
$
222,061

 
$

 
$
199,644

 
$
199,644

 
$

Restricted cash (a)
80,817

 
80,817

 

 
68,944

 
68,944

 

Current maturities of long-term debt

 

 

 
(112,500
)
 

 
(119,614
)
Long-term debt
(770,086
)
 

 
(840,129
)
 
(1,461,724
)
 

 
(1,489,810
)
Interest rate swaps (b)
(5,051
)
 

 
(5,051
)
 
(4,659
)
 

 
(4,659
)
Foreign currency exchange contracts (b)
1,726

 

 
1,726

 
940

 

 
940

Foreign currency option contracts (b)
746

 

 
746

 
467

 

 
467

Fuel contracts (b)
(67
)
 

 
(67
)
 
160

 

 
160

(a)
Restricted cash of $6 million and $69 million, as of June 30, 2014 and December 31, 2013, respectively, is recorded in “Other Assets” and represents the proceeds from LKE sales deposited with a third-party intermediary. Restricted cash of $75 million as of June 30, 2014 is recorded in “Restricted cash” and represents the funds restricted to pay dividends or repurchase common stock within eighteen months following the spin-off.
(b)
See Note 10Derivative 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 cashThe 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.


21


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

12.
GUARANTEES
The Company provides financial guarantees as required by creditors, insurance programs, and various governmental agencies. As of June 30, 2014, the following financial guarantees were outstanding:
Financial Commitments
 
Maximum Potential
Payment
 
Carrying Amount
of Associated Liability
Standby letters of credit (a)
 
$
17,355

 
$
15,000

Guarantees (b)
 
2,254

 
43

Surety bonds (c)
 
1,877

 

Total financial commitments
 
$
21,486

 
$
15,043

(a)
Approximately $15 million of the standby letters of credit serve as credit support for industrial revenue bonds. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation, auto liability, and general liability policy requirements. These letters of credit will expire at various dates during 2014 and 2015 and will be renewed as required.
(b)
In conjunction with a timberland sale and note monetization in the first quarter of 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 June 30, 2014, the Company has 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 timber harvesting obligations in the State of Washington. These surety bonds expire at various dates during 2014 and 2015 and are expected to be renewed as required.
 
13.
COMMITMENTS
The Company leases certain buildings, machinery, and equipment under various operating leases. 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.
At June 30, 2014, the future minimum payments under non-cancellable operating and timberland leases were as follows:
 
Operating
Leases
 
Timberland
Leases (a)
 
Purchase Obligations (b)
 
Total
2014
$
1,118

 
$
4,361

 
$
189

 
$
5,668

2015
1,763

 
10,064

 
188

 
12,015

2016
1,285

 
9,709

 
638

 
11,632

2017
646

 
9,520

 
188

 
10,354

2018
400

 
7,910

 
2,005

 
10,315

Thereafter
1,684

 
142,424

 
3,110

 
147,218

 
$
6,896

 
$
183,988

 
$
6,318

 
$
197,202

 
 
 
 
 
(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)
Purchase obligations include payments expected to be made on derivative financial instruments held in New Zealand.
The New Zealand JV has a number of Crown Forest Licenses (“CFL”) with the New Zealand government, which are excluded from the table above. 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 June 30, 2014, the New Zealand JV has two CFL’s under termination notice, terminating in 2034 and 2046, and two fixed term CFL’s expiring in 2062. The annual license fee is determined based on current market value, with triennial rent reviews. The total annual license fee on the CFL’s is $2.7 million per year with CFL’s terminating or expiring of $0.2 million.


22


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

14.
LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS
An analysis of the liabilities for dispositions and discontinued operations follows:
 
June 30,
 
December 31,
 
 
2014
 
2013
 
Balance, beginning of period
$
76,378

 
$
81,695

 
Expenditures charged to liabilities
(5,096
)
 
(8,570
)
 
Increase to liabilities
2,558

 
3,253

 
Contribution to Rayonier Advanced Materials
(73,840
)
 

 
Balance, end of period

 
76,378

 
Less: Current portion

 
(6,835
)
 
Non-current portion
$

 
$
69,543

 
In connection with the spin-off of the Performance Fibers business, all prior dispositions and discontinued operations were contributed to Rayonier Advanced Materials. As part of the separation agreement, Rayonier has been indemnified, released and discharged from any liability related to these sites. For additional information on the Performance Fibers spin-off, see Note 2Discontinued Operations.
 
15.
CONTINGENCIES
Rayonier is engaged in various legal actions and has 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 self-insurance, primarily in the areas of workers’ compensation, property insurance and general liability. These other 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.

16.
INCENTIVE STOCK PLANS
As a result of the spin-off and pursuant to the Employee Matters Agreement, the Company made certain adjustments to the exercise price and number of Rayonier stock-based compensation awards. The adjusted awards are generally subject to the same vesting conditions and other terms that applied to the original Rayonier award immediately before the spin-off, except as otherwise described below.
Stock Option Awards
Each Rayonier stock option was converted into an adjusted Rayonier stock option and a Rayonier Advanced Material 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, subject to rounding.
Restricted Stock Awards
Holders of Rayonier restricted stock, including Rayonier non-employee directors, retained those awards and also received restricted stock of Rayonier Advanced Materials, in an amount that reflects the distribution to Rayonier stockholders, by applying the distribution ratio (one share of Rayonier Advanced Materials for every three shares of Rayonier stock held) to Rayonier restricted stock awards as though they were unrestricted Rayonier common shares.

23


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

Performance Share Awards
Performance share awards outstanding as of the spin-off were treated as follows:
Performance share awards granted in 2012 (with a 2012-2014 performance period) continue to be subject to the same performance criteria as applied immediately prior to the spin-off, except that total shareholder return at the end of the performance period will be based on the combined stock prices of Rayonier and Rayonier Advanced Materials and any payment earned will be made in shares of Rayonier common stock and shares of Rayonier Advanced Materials common stock.
Performance share awards granted in 2013 (with a 2013-2015 performance period) were cancelled as of the distribution date and will be replaced with time-vested restricted stock of the post-separation employer of each holder (Rayonier or Rayonier Advanced Materials, as the case may be) that will vest 24 months after the distribution date, generally subject to the holder’s continued employment. The number of shares of time-vested restricted stock granted will be determined in a manner intended to preserve the original value of the performance share award, subject to rounding.
Performance share awards granted in 2014 (with a 2014-2016 performance period) were cancelled and will be replaced with performance share awards of the post-separation employer of each holder (Rayonier or Rayonier Advanced Materials, as the case may be), and will be subject to the achievement of performance criteria that relate to the post-separation business of the applicable employer during a performance period ending December 31, 2016. The number of shares underlying each such performance share award will be determined in a manner intended to preserve the original value of the award, subject to rounding.
Adjustments to Rayonier’s stock-based compensation awards did not have a material impact on compensation expense for the three and six months ended June 30, 2014.

17.
EMPLOYEE BENEFIT PLANS
In connection with the spin-off of the Performance Fibers business, Rayonier entered into an Employee Matters Agreement with Rayonier Advanced Materials, see Note 2Discontinued Operations, which provides that employees of Rayonier Advanced Materials will no longer participate in benefit plans sponsored or maintained by Rayonier. Upon separation, the Rayonier Pension Plans transferred assets and obligations to the Rayonier Advanced Materials Pension Plans resulting in a net decrease in sponsored pension plan obligations of $103 million after a revaluation of plan obligations using a 4.0 percent discount rate versus 4.6 percent at December 31, 2013. In addition, $81 million of other comprehensive losses were transferred to Rayonier Advanced Materials Pension Plans after revaluation, net of taxes of $46 million. Additional spin-off related adjustments to shareholders’ equity could be recognized in the future as the split of the pension and postretirement plans is finalized.
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 plan. Currently, the qualified plan is closed to new participants. 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.

24


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

The net pension and postretirement benefit costs that have been recorded are shown in the following tables:
 
Pension
Postretirement
 
Three Months Ended
 June 30,
 
Three Months Ended
 June 30,
 
2014
 
2013
 
2014
 
2013
Components of Net Periodic Benefit Cost
 
 
 
 
 
 
 
Service cost
$
1,544

 
$
2,011

 
$
147

 
$
249

Interest cost
4,452

 
3,953

 
199

 
240

Expected return on plan assets
(6,330
)
 
(5,966
)
 

 

Amortization of prior service cost
277

 
322

 
4

 
6

Amortization of losses
2,603

 
4,791

 
116

 
218

Amortization of negative plan amendment

 

 
(133
)
 

Net periodic benefit cost
$
2,546

 
$
5,111

 
$
333

 
$
713

 
Pension
 
Postretirement
 
Six Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Components of Net Periodic Benefit Cost
 
 
 
 
 
 
 
Service cost
$
3,168

 
$
4,430

 
$
326

 
$
498

Interest cost
9,135

 
8,787

 
405

 
480

Expected return on plan assets
(12,988
)
 
(13,390
)
 

 

Amortization of prior service cost
569

 
710

 
8

 
13

Amortization of losses
5,340

 
10,516

 
245

 
436

Amortization of negative plan amendment

 

 
(267
)
 

Net periodic benefit cost
$
5,224

 
$
11,053

 
$
717

 
$
1,427

 
 
 
 
 
 
 
 
In 2014, the Company has no mandatory pension contribution requirement.

18.
DEBT
As of March 31, 2014, the 2015 Notes were exchangeable at the option of the holders for the calendar quarter ended June 30, 2014. According to the indenture, in order for the notes to become exchangeable, the Company’s stock price must exceed 130 percent of the exchange price for 20 trading days during a period of 30 consecutive trading days as of the last day of the quarter. During the six months ended June 30, 2014, the note holders did not elect to exercise the exchange option. Based upon the average stock price for the 30 trading days ended June 30, 2014, these notes again became exchangeable at the option of the holder for the calendar quarter ending September 30, 2014. The entire balance of the notes is classified as long-term debt at June 30, 2014 due to the ability and intent of the Company to refinance them on a long-term basis.
As part of the spin-off of the Performance Fibers business, Rayonier Advanced Materials, while a subsidiary of Rayonier, issued $950 million of new debt. Rayonier Advanced Materials distributed $906 million from the proceeds of this new debt to the Company prior to the spin-off, including $75 million restricted to shareholder dividend payments. Rayonier used the remainder of the distribution, as well as available cash, to make repayments of $280 million on its unsecured revolving credit facility, $500 million on its term credit agreement and $112.5 million on its installment note due 2014.
Net repayments of $80 million were made in the first quarter on the revolving facility. At June 30, 2014, the Company had available borrowings of $448 million under the credit facility and additional draws available of $640 million under the term credit agreement. The Company’s borrowing capacity on these instruments was reduced in July 2014, as discussed below.


25


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

In addition, the New Zealand JV paid $1.2 million during the second quarter on its shareholder loan held with the non-controlling interest party, partially offset by a $0.2 million unfavorable change in exchange rates. There were no other significant changes to the Company’s outstanding debt as reported in Note 13 — Debt in the Company’s Amended Form 10-K.
Rayonier’s debt consisted of the following at June 30, 2014:
 
June 30, 2014
Senior Notes due 2022 at a fixed interest rate of 3.75%
$
325,000

Senior Exchangeable Notes due 2015 at a fixed interest rate of 4.50% (a)
128,706

Mortgage notes due 2017 at fixed interest rates of 4.35% (b)
64,863

Solid waste bond due 2020 at a variable interest rate of 1.5% at June 30, 2014
15,000

New Zealand JV Revolving Credit Facility due 2016 at a variable interest rate of 3.61% at June 30, 2014
205,343

New Zealand JV noncontrolling interest shareholder loan at 0% interest rate
31,174

Total Long-term debt
$
770,086

(a)
The Senior Exchangeable Notes maturing in 2015 were discounted by $2.3 million as of June 30, 2014. Upon maturity the liability will be $131 million.
(b)
The mortgage notes due in 2017 were recorded at a premium of $1.9 million as of June 30, 2014. Upon maturity, the liability will be $63 million.
Subsequent Event
In connection with the spin-off of the Performance Fibers business, the revolving credit facility and term credit agreement were amended to reduce the Company’s borrowing capacity and related commitment fees. The revolving credit facility was reduced from $450 million to $200 million and the term credit agreement was reduced from $640 million of available capacity to $100 million. The amendments became effective July 7, 2014.


26


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

19.
ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table summarizes the changes in AOCI by component for the six months ended June 30, 2014. All amounts are presented net of tax and exclude portions attributable to noncontrolling interest.
 
Foreign currency translation gains
 
New Zealand joint venture cash flow hedges
 
Unrecognized components of employee benefit plans
 
Total
Balance as of December 31, 2013
$
36,914

 
$
(342
)
 
$
(82,711
)
 
$
(46,139
)
Other comprehensive income before reclassifications
15,546

 
2,521

 
56,044

(a)
74,111

Amounts reclassified from accumulated other comprehensive income

 
(2,007
)
 
4,926

(b)
2,919

Net other comprehensive income
15,546

 
514


60,970


77,030

Balance as of June 30, 2014
$
52,460

 
$
172

 
$
(21,741
)
 
$
30,891

(a)
Reflects $81 million, net of taxes, of additional losses transferred to Rayonier Advanced Materials Pension Plans offset by $25 million, net of taxes, of additional losses as a result of the revaluation required due to the spin-off. See Note 17Employee Benefit Plans for additional information.
(b)
This accumulated other comprehensive income component is comprised of $4 million in the computation of net periodic pension cost and $1 million of recognized deferred tax asset in connection with revaluation and transfer of liabilities as a result of the spin-off.
The following table presents details of the amounts reclassified in their entirety from AOCI for the six months ended June 30, 2014:
Details about accumulated other comprehensive income components
 
Amount reclassified from accumulated other comprehensive income
 
Affected line item in the income statement
Realized gain on foreign currency exchange contracts
 
$
(2,542
)
 
Other operating income, net
Realized gain on foreign currency option contracts
 
(937
)
 
Other operating income, net
Noncontrolling interest
 
1,218

 
Comprehensive (income) loss attributable to noncontrolling interest
Income tax expense on gain from foreign currency contracts
 
254

 
Income tax expense
Net gain on cash flow hedges reclassified from accumulated other comprehensive income
 
(2,007
)
 
 
Income tax expense on pension plan contributed to Rayonier Advanced Materials
 
843

 
Income tax expense
Net gain reclassified from accumulated other comprehensive income
 
$
(1,164
)
 
 


27


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

20.
OTHER OPERATING INCOME, NET
Other operating income, net was comprised of the following:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Lease income, primarily from hunting leases
$
3,966

 
$
2,313

 
$
7,003

 
$
4,774

Other non-timber income
133

 
604

 
686

 
1,078

Foreign currency income (loss)
1,232

 
979

 
(255
)
 
795

(Loss) gain on sale or disposal of property, plant & equipment
(20
)
 
283

 
(20
)
 
284

Loss on foreign currency exchange contracts

 
(1,947
)
 
(32
)
 
(65
)
Bankruptcy claim settlement
5,779

 

 
5,779

 

Miscellaneous income (expense), net
299

 
1,392

 
(1,397
)
 
906

Total
$
11,389

 
$
3,624

 
$
11,764

 
$
7,772




28


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

21.
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 August 2009 TRS issued $172.5 million of 4.50% Senior Exchangeable Notes due 2015. The notes are guaranteed by Rayonier Inc. as the Parent Guarantor and Rayonier Operating Company LLC (“ROC”) as the Subsidiary Guarantor. In connection with these exchangeable 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.
 
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
 AND COMPREHENSIVE INCOME
For the Three Months Ended June 30, 2014
 
Rayonier Inc.
(Parent
Guarantor)
 
ROC (Subsidiary Guarantor)
 
Rayonier TRS
Holdings Inc.
(Issuer)
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
SALES
$

 
$

 
$

 
$
163,145

 
$

 
$
163,145

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of sales

 

 

 
123,096

 

 
123,096

Selling and general expenses

 
2,394

 

 
11,467

 

 
13,861

Other operating expense (income), net

 
1,573

 

 
(12,962
)
 

 
(11,389
)
 

 
3,967

 

 
121,601

 

 
125,568

OPERATING (LOSS) INCOME

 
(3,967
)
 

 
41,544

 

 
37,577

Interest expense
(3,196
)
 
(225
)
 
(10,982
)
 
(1,209
)
 

 
(15,612
)
Interest and miscellaneous income (expense), net
2,733

 
(3,003
)
 
(1,098
)
 
(3,017
)
 

 
(4,385
)
Equity in income from subsidiaries
16,814

 
23,549

 
(54,081
)
 

 
13,718

 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
16,351

 
16,354

 
(66,161
)
 
37,318

 
13,718

 
17,580

Income tax benefit (expense)

 
460

 
4,409

 
(18,425
)
 

 
(13,556
)
INCOME (LOSS) FROM CONTINUING OPERATIONS
16,351

 
16,814

 
(61,752
)
 
18,893

 
13,718

 
4,024

DISCONTINUED OPERATIONS, NET
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations, net of income taxes

 

 

 
12,084

 

 
12,084

NET INCOME (LOSS)
16,351

 
16,814

 
(61,752
)
 
30,977

 
13,718

 
16,108

Less: Net loss attributable to noncontrolling interest

 

 

 
(245
)
 

 
(245
)
NET INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.
16,351

 
16,814

 
(61,752
)
 
31,222

 
13,718

 
16,353

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
2,653

 
2,653

 
513

 
3,517

 
(5,819
)
 
3,517

New Zealand joint venture cash flow hedges
(598
)
 
(598
)
 
(598
)
 
(920
)
 
1,794

 
(920
)
Amortization of pension and postretirement plans, net of income tax
58,873

 
58,873

 
92,714

 
92,714

 
(244,301
)
 
58,873

Total other comprehensive income
60,928

 
60,928

 
92,629

 
95,311

 
(248,326
)
 
61,470

COMPREHENSIVE INCOME
77,279

 
77,742

 
30,877

 
126,288

 
(234,608
)
 
77,578

Less: Comprehensive income attributable to noncontrolling interest

 

 

 
297

 

 
297

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
77,279

 
$
77,742

 
$
30,877

 
$
125,991

 
$
(234,608
)
 
$
77,281

 
 
 
 
 
 
 
 
 
 
 
 




29


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Three Months Ended June 30, 2013
 
Rayonier Inc.
(Parent
Guarantor)
 
ROC (Subsidiary Guarantor)
 
Rayonier TRS
Holdings Inc.
(Issuer)
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
SALES
$

 
$

 
$

 
$
154,889

 
$

 
$
154,889

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of sales

 

 

 
127,861

 

 
127,861

Selling and general expenses

 
2,680

 

 
12,023

 

 
14,703

Other operating expense (income), net
180

 
(74
)
 

 
(3,069
)
 
(661
)
 
(3,624
)
 
180

 
2,606

 

 
136,815

 
(661
)
 
138,940

Equity in income of New Zealand joint venture

 

 

 
304

 

 
304

OPERATING (LOSS) INCOME BEFORE GAIN ON CONSOLIDATION OF NEW ZEALAND JOINT VENTURE
(180
)
 
(2,606
)
 

 
18,378

 
661

 
16,253

Gain related to consolidation of New Zealand joint venture

 

 

 
16,098

 

 
16,098

OPERATING (LOSS) INCOME
(180
)
 
(2,606
)
 

 
34,476

 
661

 
32,351

Interest expense
(3,414
)
 
(266
)
 
(6,997
)
 
(674
)
 

 
(11,351
)
Interest and miscellaneous income (expense), net
1,759

 
1,104

 
(797
)
 
618

 

 
2,684

Equity in income from subsidiaries
89,064

 
91,235

 
35,968

 

 
(216,267
)
 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
87,229

 
89,467

 
28,174

 
34,420

 
(215,606
)
 
23,684

Income tax (expense) benefit
(65
)
 
(403
)
 
2,847

 
13,505

 
63

 
15,947

INCOME FROM CONTINUING OPERATIONS
87,164

 
89,064

 
31,021

 
47,925

 
(215,543
)
 
39,631

DISCONTINUED OPERATIONS, NET
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations, net of income taxes

 

 

 
48,260

 

 
48,260

NET INCOME
87,164

 
89,064

 
31,021

 
96,185

 
(215,543
)
 
87,891

Less: Net income attributable to noncontrolling interest

 

 

 
727

 

 
727

NET INCOME ATTRIBUTABLE TO RAYONIER INC.
87,164

 
89,064

 
31,021

 
95,458

 
(215,543
)
 
87,164

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
(18,625
)
 
(28,201
)
 
(1,725
)
 
(18,625
)
 
38,975

 
(28,201
)
New Zealand joint venture cash flow hedges
878

 
222

 
(1,873
)
 
877

 
118

 
222

Amortization of pension and postretirement plans, net of income tax
3,717

 
3,717

 
2,819

 
6,831

 
(13,367
)
 
3,717

Total other comprehensive loss
(14,030
)
 
(24,262
)
 
(779
)
 
(10,917
)
 
25,726

 
(24,262
)
COMPREHENSIVE INCOME
73,134

 
64,802

 
30,242

 
85,268

 
(189,817
)
 
63,629

Less: Comprehensive loss attributable to noncontrolling interest

 

 

 
(9,505
)
 

 
(9,505
)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
73,134

 
$
64,802

 
$
30,242

 
$
94,773

 
$
(189,817
)
 
$
73,134

 
 
 
 
 
 
 
 
 
 
 
 





30


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2014
 
Rayonier Inc.
(Parent
Guarantor)
 
ROC (Subsidiary Guarantor)
 
Rayonier TRS
Holdings Inc.
(Issuer)
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
SALES
$

 
$

 
$

 
$
306,332

 
$

 
$
306,332

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of sales

 

 

 
238,995

 

 
238,995

Selling and general expenses

 
4,544

 

 
22,554

 

 
27,098

Other operating expense (income), net

 
3,948

 

 
(15,712
)
 

 
(11,764
)
 

 
8,492

 

 
245,837

 

 
254,329

OPERATING INCOME (LOSS) BEFORE GAIN ON CONSOLIDATION OF NEW ZEALAND JOINT VENTURE

 
(8,492
)
 

 
60,495

 

 
52,003

OPERATING INCOME (LOSS)

 
(8,492
)
 

 
60,495

 

 
52,003

Interest expense
(6,389
)
 
(468
)
 
(17,672
)
 
(1,757
)
 

 
(26,286
)
Interest and miscellaneous income (expense), net
5,431

 
(2,189
)
 
(2,145
)
 
(6,494
)
 

 
(5,397
)
Equity in income from subsidiaries
58,737

 
70,049

 
(22,951
)
 

 
(105,835
)
 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
57,779

 
58,900

 
(42,768
)
 
52,244

 
(105,835
)
 
20,320

Income tax benefit (expense)

 
(163
)
 
7,233

 
(13,031
)
 

 
(5,961
)
INCOME FROM CONTINUING OPERATIONS
57,779

 
58,737

 
(35,535
)
 
39,213

 
(105,835
)
 
14,359

DISCONTINUED OPERATIONS, NET
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations, net of income tax

 

 

 
43,092

 

 
43,092

NET INCOME
57,779

 
58,737

 
(35,535
)
 
82,305

 
(105,835
)
 
57,451

Less: Net loss attributable to noncontrolling interest

 

 

 
(328
)
 

 
(328
)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
57,779

 
58,737

 
(35,535
)
 
82,633

 
(105,835
)
 
57,779

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 
 
 


 
 
Foreign currency translation adjustment
15,547

 
15,547

 
1,279

 
21,312

 
(32,365
)
 
21,320

New Zealand joint venture cash flow hedges
514

 
514

 
514

 
791

 
(1,542
)
 
791

Amortization of pension and postretirement plans, net of income tax
60,970

 
60,970

 
94,334

 
94,334

 
(249,638
)
 
60,970

Total other comprehensive income
77,031

 
77,031

 
96,127

 
116,437

 
(283,545
)
 
83,081

COMPREHENSIVE INCOME
134,810

 
135,768

 
60,592

 
198,742

 
(389,380
)
 
140,532

Less: Comprehensive income attributable to noncontrolling interest

 

 

 
5,722

 

 
5,722

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
134,810

 
$
135,768

 
$
60,592

 
$
193,020

 
$
(389,380
)
 
$
134,810

 
 
 
 
 
 
 
 
 
 
 
 



31


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2013
 
Rayonier Inc.
(Parent
Guarantor)
 
ROC (Subsidiary Guarantor)
 
Rayonier TRS
Holdings Inc.
(Issuer)
 
Non-guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
SALES
$

 
$

 
$

 
$
261,942

 
$

 
$
261,942

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of sales

 

 

 
204,520

 

 
204,520

Selling and general expenses

 
5,081

 

 
23,019

 

 
28,100

Other operating (income) expense, net
(1,701
)
 
449

 

 
(5,859
)
 
(661
)
 
(7,772
)
 
(1,701
)
 
5,530

 

 
221,680

 
(661
)
 
224,848

Equity in income of New Zealand joint venture

 

 

 
562

 

 
562

OPERATING INCOME (LOSS) BEFORE GAIN ON CONSOLIDATION OF NEW ZEALAND JOINT VENTURE
1,701

 
(5,530
)
 

 
40,824

 
661

 
37,656

Gain related to consolidation of New Zealand joint venture

 

 

 
16,098

 

 
16,098

OPERATING INCOME (LOSS)
1,701

 
(5,530
)
 

 
56,922

 
661

 
53,754

Interest (expense) income
(6,689
)
 
(518
)
 
(13,615
)
 
1,019

 

 
(19,803
)
Interest and miscellaneous income (expense), net
4,178

 
1,633

 
(1,548
)
 
(1,497
)
 

 
2,766

Equity in income from subsidiaries
235,774

 
240,000

 
159,437

 

 
(635,211
)
 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
234,964

 
235,585

 
144,274

 
56,444

 
(634,550
)
 
36,717

Income tax (expense) benefit
(65
)
 
189

 
5,537

 
16,219

 
62

 
21,942

INCOME FROM CONTINUING OPERATIONS
234,899

 
235,774

 
149,811

 
72,663

 
(634,488
)
 
58,659

DISCONTINUED OPERATIONS, NET
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations, net of income taxes

 

 

 
176,967

 

 
176,967

NET INCOME
234,899

 
235,774

 
149,811

 
249,630

 
(634,488
)
 
235,626

Less: Net income attributable to noncontrolling interest

 

 

 
727

 

 
727

NET INCOME ATTRIBUTABLE TO RAYONIER INC.
234,899

 
235,774

 
149,811

 
248,903

 
(634,488
)
 
234,899

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
(17,650
)
 
(27,226
)
 
(1,485
)
 
(17,650
)
 
36,785

 
(27,226
)
New Zealand joint venture cash flow hedges
1,431

 
775

 
(1,873
)
 
1,431

 
(989
)
 
775

Amortization of pension and postretirement plans, net of income tax
8,687

 
8,687

 
6,831

 
6,831

 
(22,349
)
 
8,687

Total other comprehensive (loss) income
(7,532
)
 
(17,764
)
 
3,473

 
(9,388
)
 
13,447

 
(17,764
)
COMPREHENSIVE INCOME
227,367

 
218,010

 
153,284

 
240,242

 
(621,041
)
 
217,862

Less: Comprehensive loss attributable to noncontrolling interest

 

 

 
(9,505
)
 

 
(9,505
)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
227,367

 
$
218,010

 
$
153,284

 
$
249,747

 
$
(621,041
)
 
$
227,367

 
 
 
 
 
 
 
 
 
 
 
 

 




32


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING BALANCE SHEETS
As of June 30, 2014
 
Rayonier Inc.
(Parent
Guarantor)
 
ROC (Subsidiary Guarantor)
 
Rayonier TRS
Holdings Inc.
(Issuer)
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
39,181

 
$
1,096

 
$
66,866

 
$
114,918

 
$

 
$
222,061

Restricted cash
75,000

 

 

 

 

 
75,000

Accounts receivable, less allowance for doubtful accounts

 

 
1,366

 
18,399

 

 
19,765

Inventory

 

 

 
18,484

 

 
18,484

Deferred tax assets

 

 

 
3,221

 

 
3,221

Prepaid and other current assets

 
3,294

 

 
18,249

 

 
21,543

Total current assets
114,181

 
4,390

 
68,232

 
173,271

 

 
360,074

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION

 

 

 
2,117,655

 

 
2,117,655

NET PROPERTY, PLANT AND EQUIPMENT

 
332

 

 
5,811

 

 
6,143

INVESTMENT IN SUBSIDIARIES
1,608,083

 
1,864,809

 
377,891

 

 
(3,850,783
)
 

INTERCOMPANY NOTES RECEIVABLE
218,854

 

 
21,075

 

 
(239,929
)
 

OTHER ASSETS
3,473

 
21,698

 
3,012

 
119,921

 

 
148,104

TOTAL ASSETS
$
1,944,591

 
$
1,891,229

 
$
470,210

 
$
2,416,658

 
$
(4,090,712
)
 
$
2,631,976

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$

 
$
3,144

 
$
5,882

 
$
18,845

 
$

 
$
27,871

Accrued taxes

 

 

 
13,834

 

 
13,834

Uncertain tax positions

 
5,780

 

 

 

 
5,780

Accrued payroll and benefits

 
3,229

 

 
2,087

 

 
5,316

Accrued interest
2,590

 
672

 
2,636

 
27,279

 
(23,434
)
 
9,743

Other current liabilities

 
1,322

 

 
27,543

 

 
28,865

Total current liabilities
2,590

 
14,147

 
8,518

 
89,588

 
(23,434
)
 
91,409

LONG-TERM DEBT
325,000

 

 
143,706

 
301,380

 

 
770,086

PENSION AND OTHER POSTRETIREMENT BENEFITS

 
24,699

 

 
(685
)
 

 
24,014

OTHER NON-CURRENT LIABILITIES

 
6,804

 

 
23,796

 

 
30,600

INTERCOMPANY PAYABLE

 
237,496

 

 
790

 
(238,286
)
 

TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
1,617,001

 
1,608,083

 
317,986

 
1,902,923

 
(3,828,992
)
 
1,617,001

Noncontrolling interest

 

 

 
98,866

 

 
98,866

TOTAL SHAREHOLDERS’ EQUITY
1,617,001

 
1,608,083

 
317,986

 
2,001,789

 
(3,828,992
)
 
1,715,867

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,944,591

 
$
1,891,229

 
$
470,210

 
$
2,416,658

 
$
(4,090,712
)
 
$
2,631,976


33


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2013
 
Rayonier Inc.
(Parent
Guarantor)
 
ROC (Subsidiary Guarantor)
 
Rayonier TRS
Holdings Inc.
(Issuer)
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
130,181

 
$
304

 
$
10,719

 
$
58,440

 
$

 
$
199,644

Accounts receivable, less allowance for doubtful accounts

 
10

 
2,300

 
92,646

 

 
94,956

Inventory

 

 

 
138,818

 

 
138,818

Deferred tax assets

 

 
681

 
38,419

 

 
39,100

Prepaid and other current assets

 
2,363

 
6

 
44,207

 

 
46,576

Total current assets
130,181

 
2,677

 
13,706

 
372,530

 

 
519,094

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION

 

 

 
2,049,378

 

 
2,049,378

NET PROPERTY, PLANT AND EQUIPMENT

 
2,612

 

 
858,209

 

 
860,821

INVESTMENT IN SUBSIDIARIES
1,627,315

 
1,837,760

 
1,148,221

 

 
(4,613,296
)
 

INTERCOMPANY NOTES RECEIVABLE
228,032

 

 
20,659

 

 
(248,691
)
 

OTHER ASSETS
3,689

 
32,519

 
3,739

 
216,261

 

 
256,208

TOTAL ASSETS
$
1,989,217

 
$
1,875,568

 
$
1,186,325

 
$
3,496,378

 
$
(4,861,987
)
 
$
3,685,501

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$

 
$
1,522

 
$
1,564

 
$
66,207

 
$

 
$
69,293

Current maturities of long-term debt

 

 
112,500

 

 

 
112,500

Accrued taxes

 
4,855

 

 
3,696

 

 
8,551

Uncertain tax positions

 
5,780

 

 
4,767

 

 
10,547

Accrued payroll and benefits

 
11,382

 

 
13,566

 

 
24,948

Accrued interest
3,047

 
538

 
2,742

 
22,816

 
(19,612
)
 
9,531

Accrued customer incentives

 

 

 
9,580

 

 
9,580

Other current liabilities

 
2,985

 

 
21,342

 

 
24,327

Current liabilities for dispositions and discontinued operations

 

 

 
6,835

 

 
6,835

Total current liabilities
3,047

 
27,062

 
116,806

 
148,809

 
(19,612
)
 
276,112

LONG-TERM DEBT
325,000

 

 
847,749

 
288,975

 

 
1,461,724

NON-CURRENT LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS

 

 

 
69,543

 

 
69,543

PENSION AND OTHER POSTRETIREMENT BENEFITS

 
91,471

 

 
4,183

 

 
95,654

OTHER NON-CURRENT LIABILITIES

 
11,493

 

 
15,732

 

 
27,225

INTERCOMPANY PAYABLE

 
118,227

 

 
125,921

 
(244,148
)
 

TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
1,661,170

 
1,627,315

 
221,770

 
2,749,142

 
(4,598,227
)
 
1,661,170

Noncontrolling interest

 

 

 
94,073

 

 
94,073

TOTAL SHAREHOLDERS’ EQUITY
1,661,170

 
1,627,315

 
221,770

 
2,843,215

 
(4,598,227
)
 
1,755,243

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,989,217

 
$
1,875,568

 
$
1,186,325

 
$
3,496,378

 
$
(4,861,987
)
 
$
3,685,501


34


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
 
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014
 
Rayonier Inc.
(Parent
Guarantor)
 
ROC (Subsidiary Guarantor)
 
Rayonier TRS
Holdings Inc.
(Issuer)
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES
$
138,535

 
$
150,518

 
$

 
$
84,350

 
$
(147,007
)
 
$
226,396

INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(201
)
 

 
(80,293
)
 

 
(80,494
)
Purchase of timberlands

 

 

 
(74,817
)
 

 
(74,817
)
Change in restricted cash

 

 

 
63,128

 

 
63,128

Investment in Subsidiaries

 

 
(62,800
)
 

 
62,800

 

Other

 

 

 
(478
)
 

 
(478
)
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES

 
(201
)
 
(62,800
)
 
(92,460
)
 
62,800

 
(92,661
)
FINANCING ACTIVITIES
 
 
 
 
 
 
 
 

 
 
Issuance of debt

 

 
1,238,389

 

 

 
1,238,389

Repayment of debt

 

 
(1,107,062
)
 

 

 
(1,107,062
)
Dividends paid
(124,628
)
 

 

 

 

 
(124,628
)
Proceeds from the issuance of common shares
3,347

 

 

 

 

 
3,347

Debt issuance costs

 

 
(12,380
)
 

 

 
(12,380
)
Repurchase of common shares
(1,834
)
 

 

 

 

 
(1,834
)
Purchase of timberland deeds for Rayonier Advanced Materials
(12,677
)
 

 

 

 

 
(12,677
)
Debt issuance funds distributed to Rayonier Advanced Materials
(924,943
)
 

 

 

 

 
(924,943
)
Proceeds from spin-off of Rayonier Advanced Materials
906,200

 

 

 

 

 
906,200

Change in restricted cash reserved for dividends
(75,000
)
 

 

 

 

 
(75,000
)
Intercompany distributions

 
(149,525
)
 

 
65,318

 
84,207

 

Other

 

 

 
(680
)
 

 
(680
)
CASH USED FOR FINANCING ACTIVITIES
(229,535
)
 
(149,525
)
 
118,947

 
64,638

 
84,207

 
(111,268
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

 

 
(50
)
 

 
(50
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 

 
 
Change in cash and cash equivalents
(91,000
)
 
792

 
56,147

 
56,478

 

 
22,417

Balance, beginning of year
130,181

 
304

 
10,719

 
58,440

 

 
199,644

Balance, end of period
$
39,181

 
$
1,096

 
$
66,866

 
$
114,918

 
$

 
$
222,061



35


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2013
 
Rayonier Inc.
(Parent
Guarantor)
 
ROC (Subsidiary Guarantor)
 
Rayonier TRS
Holdings Inc.
(Issuer)
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES
$
248,552

 
$
247,599

 
$
64,000

 
$
212,977

 
$
(537,456
)
 
$
235,672

INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(89
)
 

 
(74,498
)
 

 
(74,587
)
Purchase of additional interest in New Zealand joint venture

 

 

 
(139,879
)
 

 
(139,879
)
Purchase of timberlands

 

 

 
(10,447
)
 

 
(10,447
)
Intercompany purchase of real estate

 

 

 
984

 
(984
)
 

Jesup mill cellulose specialties expansion

 

 

 
(100,185
)
 

 
(100,185
)
Proceeds from disposition of Wood Products business

 

 

 
72,953

 

 
72,953

Change in restricted cash

 

 

 
7,603

 

 
7,603

Investment in Subsidiaries
(138,178
)
 
(138,178
)
 
(249,481
)
 

 
525,837

 

Other

 
1,700

 

 
(1,163
)
 

 
537

CASH USED FOR INVESTING ACTIVITIES
(138,178
)
 
(136,567
)
 
(249,481
)
 
(244,632
)
 
524,853

 
(244,005
)
FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
Issuance of debt
175,000

 

 
280,000

 

 

 
455,000

Repayment of debt
(250,000
)
 

 
(23,087
)
 

 

 
(273,087
)
Dividends paid
(113,222
)
 

 

 

 

 
(113,222
)
Proceeds from the issuance of common shares
6,643

 

 

 

 

 
6,643

Excess tax benefits on stock-based compensation

 

 

 
7,399

 

 
7,399

Repurchase of common shares
(11,241
)
 

 

 

 

 
(11,241
)
Intercompany distributions

 
(108,549
)
 
(64,000
)
 
159,946

 
12,603

 

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
(192,820
)
 
(108,549
)
 
192,913

 
167,345

 
12,603

 
71,492

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

 

 
(174
)
 

 
(174
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
 
 
Change in cash and cash equivalents
(82,446
)
 
2,483

 
7,432

 
135,516

 

 
62,985

Balance, beginning of year
252,888

 
3,966

 
19,358

 
4,384

 

 
280,596

Balance, end of period
$
170,442

 
$
6,449

 
$
26,790

 
$
139,900

 
$

 
$
343,581


 

36


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022. The notes are fully and unconditionally guaranteed by ROC and Rayonier TRS Holdings Inc. In connection with these notes, the Company provides the following 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.
 
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Three Months Ended June 30, 2014
 
Rayonier Inc.
(Parent
Issuer)
 
Subsidiary Guarantors
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
SALES
$

 
$

 
$
163,145

 
$

 
$
163,145

Costs and Expenses
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
123,096

 

 
123,096

Selling and general expenses

 
2,394

 
11,467

 

 
13,861

Other operating expense, net

 
1,573

 
(12,962
)
 

 
(11,389
)
 

 
3,967

 
121,601

 

 
125,568

OPERATING (LOSS) INCOME

 
(3,967
)
 
41,544

 

 
37,577

Interest expense
(3,196
)
 
(11,207
)
 
(1,209
)
 

 
(15,612
)
Interest and miscellaneous income (expense), net
2,733

 
(4,101
)
 
(3,017
)
 

 
(4,385
)
Equity in income from subsidiaries
16,814

 
31,220

 

 
(48,034
)
 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
16,351

 
11,945

 
37,318

 
(48,034
)
 
17,580

Income tax benefit (expense)

 
4,869

 
(18,425
)
 

 
(13,556
)
INCOME FROM CONTINUING OPERATIONS
16,351

 
16,814

 
18,893

 
(48,034
)
 
4,024

DISCONTINUED OPERATIONS, NET
 
 
 
 
 
 

 
 
Income from discontinued operations, net of income taxes

 

 
12,084

 

 
12,084

NET INCOME
16,351

 
16,814

 
30,977

 
(48,034
)
 
16,108

Less: Net loss attributable to noncontrolling interest

 

 
(245
)
 

 
(245
)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
16,351

 
16,814

 
31,222

 
(48,034
)
 
16,353

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 


 
 
Foreign currency translation adjustment
2,653

 
2,655

 
3,517

 
(5,308
)
 
3,517

New Zealand joint venture cash flow hedges
(598
)
 
(598
)
 
(920
)
 
1,196

 
(920
)
Amortization of pension and postretirement plans, net of income tax
58,873

 
58,873

 
92,714

 
(151,587
)
 
58,873

Total other comprehensive income
60,928

 
60,930

 
95,311

 
(155,699
)
 
61,470

COMPREHENSIVE INCOME
77,279

 
77,744

 
126,288

 
(203,733
)
 
77,578

Less: Comprehensive income attributable to noncontrolling interest

 

 
297

 

 
297

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
77,279

 
$
77,744

 
$
125,991

 
$
(203,733
)
 
$
77,281






37


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Three Months Ended June 30, 2013
 
Rayonier Inc.
(Parent
Issuer)
 
Subsidiary Guarantors
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
SALES
$

 
$

 
$
154,889

 
$

 
$
154,889

Costs and Expenses
 
 
 
 
 
 

 
 
Cost of sales

 

 
127,861

 

 
127,861

Selling and general expenses

 
2,680

 
12,023

 

 
14,703

Other operating expense (income), net
180

 
(74
)
 
(3,069
)
 
(661
)
 
(3,624
)
 
180

 
2,606

 
136,815

 
(661
)
 
138,940

Equity in income of New Zealand joint venture

 

 
304

 

 
304

OPERATING (LOSS) INCOME BEFORE GAIN ON CONSOLIDATION OF NEW ZEALAND JOINT VENTURE
(180
)
 
(2,606
)
 
18,378

 
661

 
16,253

Gain related to consolidation of New Zealand joint venture

 

 
16,098

 

 
16,098

OPERATING (LOSS) INCOME
(180
)
 
(2,606
)
 
34,476

 
661

 
32,351

Interest expense
(3,414
)
 
(7,263
)
 
(674
)
 

 
(11,351
)
Interest and miscellaneous income, net
1,759

 
307

 
618

 

 
2,684

Equity in income from subsidiaries
89,064

 
96,185

 

 
(185,249
)
 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
87,229

 
86,623

 
34,420

 
(184,588
)
 
23,684

Income tax (expense) benefit
(65
)
 
2,441

 
13,505

 
66

 
15,947

INCOME FROM CONTINUING OPERATIONS
87,164

 
89,064

 
47,925

 
(184,522
)
 
39,631

DISCONTINUED OPERATIONS, NET
 
 
 
 
 
 


 
 
Income from discontinued operations, net of income taxes

 

 
48,260

 

 
48,260

NET INCOME
87,164

 
89,064

 
96,185

 
(184,522
)
 
87,891

Less: Net income attributable to noncontrolling interest

 

 
727

 

 
727

NET INCOME ATTRIBUTABLE TO RAYONIER INC.
87,164

 
89,064

 
95,458

 
(184,522
)
 
87,164

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 


 
 
Foreign currency translation adjustment
(18,625
)
 
(28,201
)
 
(18,625
)
 
37,250

 
(28,201
)
New Zealand joint venture cash flow hedges
878

 
221

 
877

 
(1,754
)
 
222

Amortization of pension and postretirement plans, net of income tax
3,717

 
3,718

 
6,831

 
(10,549
)
 
3,717

Total other comprehensive loss
(14,030
)
 
(24,262
)
 
(10,917
)
 
24,947

 
(24,262
)
COMPREHENSIVE INCOME
$
73,134

 
$
64,802

 
$
85,268

 
$
(159,575
)
 
$
63,629

Less: Comprehensive loss attributable to noncontrolling interest
$

 
$

 
$
(9,505
)
 
$

 
$
(9,505
)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
73,134

 
$
64,802

 
$
94,773

 
$
(159,575
)
 
$
73,134






38


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2014
 
Rayonier Inc.
(Parent
Issuer)
 
Subsidiary Guarantors
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
SALES
$

 
$

 
$
306,332

 
$

 
$
306,332

Costs and Expenses
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
238,995

 

 
238,995

Selling and general expenses

 
4,544

 
22,554

 

 
27,098

Other operating expense (income), net

 
3,948

 
(15,712
)
 

 
(11,764
)
 

 
8,492

 
245,837

 

 
254,329

OPERATING INCOME (LOSS) BEFORE GAIN ON CONSOLIDATION OF NEW ZEALAND JOINT VENTURE

 
(8,492
)
 
60,495

 

 
52,003

OPERATING INCOME (LOSS)

 
(8,492
)
 
60,495

 

 
52,003

Interest expense
(6,389
)
 
(18,140
)
 
(1,757
)
 

 
(26,286
)
Interest and miscellaneous income (expense), net
5,431

 
(4,334
)
 
(6,494
)
 

 
(5,397
)
Equity in income from subsidiaries
58,737

 
82,633

 

 
(141,370
)
 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
57,779

 
51,667

 
52,244

 
(141,370
)
 
20,320

Income tax benefit (expense)

 
7,070

 
(13,031
)
 

 
(5,961
)
INCOME FROM CONTINUING OPERATIONS
57,779

 
58,737

 
39,213

 
(141,370
)
 
14,359

DISCONTINUED OPERATIONS, NET
 
 
 
 
 
 
 
 
 
Income from discontinued operations, net of income taxes

 

 
43,092

 

 
43,092

NET INCOME
57,779

 
58,737

 
82,305

 
(141,370
)
 
57,451

Less: Net loss attributable to noncontrolling interest

 

 
(328
)
 

 
(328
)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
57,779

 
58,737

 
82,633

 
(141,370
)
 
57,779

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 

 
 
Foreign currency translation adjustment
15,547

 
15,547

 
21,312

 
(31,086
)
 
21,320

New Zealand joint venture cash flow hedges
514

 
514

 
791

 
(1,028
)
 
791

Amortization of pension and postretirement plans, net of income tax
60,970

 
60,970

 
94,334

 
(155,304
)
 
60,970

Total other comprehensive income
77,031

 
77,031

 
116,437

 
(187,418
)
 
83,081

COMPREHENSIVE INCOME
134,810

 
135,768

 
198,742

 
(328,788
)
 
140,532

Less: Comprehensive income attributable to noncontrolling interest

 

 
5,722

 

 
5,722

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
134,810

 
$
135,768

 
$
193,020

 
$
(328,788
)
 
$
134,810

 
 
 
 
 
 
 
 
 
 



39


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2013
 
Rayonier Inc.
(Parent
Issuer)
 
Subsidiary Guarantors
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
SALES
$

 
$

 
$
261,942

 
$

 
$
261,942

Costs and Expenses
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
204,520

 

 
204,520

Selling and general expenses

 
5,081

 
23,019

 

 
28,100

Other operating (income) expense, net
(1,701
)
 
449

 
(5,859
)
 
(661
)
 
(7,772
)
 
(1,701
)
 
5,530

 
221,680

 
(661
)
 
224,848

Equity in income of New Zealand joint venture

 

 
562

 

 
562

OPERATING INCOME (LOSS) BEFORE GAIN ON CONSOLIDATION OF NEW ZEALAND JOINT VENTURE
1,701

 
(5,530
)
 
40,824

 
661

 
37,656

Gain related to consolidation of New Zealand joint venture

 

 
16,098

 

 
16,098

OPERATING INCOME (LOSS)
1,701

 
(5,530
)
 
56,922

 
661

 
53,754

Interest (expense) income
(6,689
)
 
(14,133
)
 
1,019

 

 
(19,803
)
Interest and miscellaneous income (expense), net
4,178

 
85

 
(1,497
)
 

 
2,766

Equity in income from subsidiaries
235,774

 
249,630

 

 
(485,404
)
 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
234,964

 
230,052

 
56,444

 
(484,743
)
 
36,717

Income tax (expense) benefit
(65
)
 
5,722

 
16,219

 
66

 
21,942

INCOME FROM CONTINUING OPERATIONS
234,899

 
235,774

 
72,663

 
(484,677
)
 
58,659

DISCONTINUED OPERATIONS, NET
 
 
 
 
 
 


 
 
Income from discontinued operations, net of income tax

 

 
176,967

 

 
176,967

NET INCOME
234,899

 
235,774

 
249,630

 
(484,677
)
 
235,626

Less: Net income attributable to noncontrolling interest

 

 
727

 

 
727

NET INCOME ATTRIBUTABLE TO RAYONIER INC.
234,899

 
235,774

 
248,903

 
(484,677
)
 
234,899

OTHER COMPREHENSIVE INCOME
 
 
 
 
 
 


 
 
Foreign currency translation adjustment
(17,650
)
 
(27,226
)
 
(17,650
)
 
35,300

 
(27,226
)
New Zealand joint venture cash flow hedges
1,431

 
775

 
1,431

 
(2,862
)
 
775

Amortization of pension and postretirement plans, net of income tax
8,687

 
8,687

 
6,831

 
(15,518
)
 
8,687

Total other comprehensive loss
(7,532
)
 
(17,764
)
 
(9,388
)
 
16,920

 
(17,764
)
COMPREHENSIVE INCOME
227,367

 
218,010

 
240,242

 
(467,757
)
 
217,862

Less: Comprehensive loss attributable to noncontrolling interest

 

 
(9,505
)
 

 
(9,505
)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$
227,367

 
$
218,010

 
$
249,747

 
$
(467,757
)
 
$
227,367

 
 
 
 
 
 
 
 
 
 





40


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING BALANCE SHEETS
As of June 30, 2014
 
Rayonier Inc.
(Parent
Issuer)
 
Subsidiary Guarantors
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
 
(Restated)
ASSETS
 
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
39,181

 
$
67,962

 
$
114,918

 
$

 
$
222,061

Restricted cash
75,000

 

 

 

 
75,000

Accounts receivable, less allowance for doubtful accounts

 
1,366

 
18,399

 

 
19,765

Inventory

 

 
18,484

 

 
18,484

Deferred tax asset

 

 
3,221

 

 
3,221

Prepaid and other current assets

 
3,294

 
18,249

 

 
21,543

Total current assets
114,181

 
72,622

 
173,271

 

 
360,074

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION

 

 
2,117,655

 

 
2,117,655

NET PROPERTY, PLANT AND EQUIPMENT

 
332

 
5,811

 

 
6,143

INVESTMENT IN SUBSIDIARIES
1,608,083

 
1,924,714

 

 
(3,532,797
)
 

INTERCOMPANY NOTES RECEIVABLE
218,854

 
21,075

 

 
(239,929
)
 

OTHER ASSETS
3,473

 
24,710

 
119,921

 

 
148,104

TOTAL ASSETS
$
1,944,591

 
$
2,043,453

 
$
2,416,658

 
$
(3,772,726
)
 
$
2,631,976

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 

 
 
CURRENT LIABILITIES
 
 
 
 
 
 

 
 
Accounts payable
$

 
$
9,026

 
$
18,845

 
$

 
$
27,871

Accrued taxes

 

 
13,834

 

 
13,834

Uncertain tax positions

 
5,780

 

 

 
5,780

Accrued payroll and benefits

 
3,229

 
2,087

 

 
5,316

Accrued interest
2,590

 
3,308

 
27,279

 
(23,434
)
 
9,743

Other current liabilities

 
1,322

 
27,543

 

 
28,865

Total current liabilities
2,590

 
22,665

 
89,588

 
(23,434
)
 
91,409

LONG-TERM DEBT
325,000

 
143,706

 
301,380

 

 
770,086

PENSION AND OTHER POSTRETIREMENT BENEFITS

 
24,699

 
(685
)
 

 
24,014

OTHER NON-CURRENT LIABILITIES

 
6,804

 
23,796

 

 
30,600

INTERCOMPANY PAYABLE

 
237,496

 
790

 
(238,286
)
 

TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
1,617,001

 
1,608,083

 
1,902,923

 
(3,511,006
)
 
1,617,001

Noncontrolling interest

 

 
98,866

 

 
98,866

TOTAL SHAREHOLDERS’ EQUITY
1,617,001

 
1,608,083

 
2,001,789

 
(3,511,006
)
 
1,715,867

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,944,591

 
$
2,043,453

 
$
2,416,658

 
$
(3,772,726
)
 
$
2,631,976


41


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2013
 
Rayonier Inc.
(Parent
Issuer)
 
Subsidiary Guarantors
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
130,181

 
$
11,023

 
$
58,440

 
$

 
$
199,644

Accounts receivable, less allowance for doubtful accounts

 
2,310

 
92,646

 

 
94,956

Inventory

 

 
138,818

 

 
138,818

Deferred tax assets

 
681

 
38,419

 

 
39,100

Prepaid and other current assets

 
2,369

 
44,207

 

 
46,576

Total current assets
130,181

 
16,383

 
372,530

 

 
519,094

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION

 

 
2,049,378

 

 
2,049,378

NET PROPERTY, PLANT AND EQUIPMENT

 
2,612

 
858,209

 

 
860,821

INVESTMENT IN SUBSIDIARIES
1,627,315

 
2,764,211

 

 
(4,391,526
)
 

INTERCOMPANY NOTES RECEIVABLE
228,032

 
20,659

 

 
(248,691
)
 

OTHER ASSETS
3,689

 
36,258

 
216,261

 

 
256,208

TOTAL ASSETS
$
1,989,217

 
$
2,840,123

 
$
3,496,378

 
$
(4,640,217
)
 
$
3,685,501

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Accounts payable
$

 
$
3,086

 
$
66,207

 
$

 
$
69,293

Current maturities of long-term debt

 
112,500

 

 

 
112,500

Accrued taxes

 
4,855

 
3,696

 

 
8,551

Uncertain tax positions

 
5,780

 
4,767

 

 
10,547

Accrued payroll and benefits

 
11,382

 
13,566

 

 
24,948

Accrued interest
3,047

 
3,280

 
22,816

 
(19,612
)
 
9,531

Accrued customer incentives

 

 
9,580

 

 
9,580

Other current liabilities

 
2,985

 
21,342

 

 
24,327

Current liabilities for dispositions and discontinued operations

 

 
6,835

 

 
6,835

Total current liabilities
3,047

 
143,868

 
148,809

 
(19,612
)
 
276,112

LONG-TERM DEBT
325,000

 
847,749

 
288,975

 

 
1,461,724

NON-CURRENT LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS

 

 
69,543

 

 
69,543

PENSION AND OTHER POSTRETIREMENT BENEFITS

 
91,471

 
4,183

 

 
95,654

OTHER NON-CURRENT LIABILITIES

 
11,493

 
15,732

 

 
27,225

INTERCOMPANY PAYABLE

 
118,227

 
125,921

 
(244,148
)
 

TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
1,661,170

 
1,627,315

 
2,749,142

 
(4,376,457
)
 
1,661,170

Noncontrolling interest

 

 
94,073

 

 
94,073

TOTAL SHAREHOLDERS’ EQUITY
1,661,170

 
1,627,315

 
2,843,215

 
(4,376,457
)
 
1,755,243

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,989,217

 
$
2,840,123

 
$
3,496,378

 
$
(4,640,217
)
 
$
3,685,501


42


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2014
 
Rayonier Inc.
(Parent
Issuer)
 
Subsidiary Guarantors
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES
$
138,535

 
$
150,518

 
$
84,350

 
$
(147,007
)
 
$
226,396

INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(201
)
 
(80,293
)
 

 
(80,494
)
Purchase of timberlands

 

 
(74,817
)
 

 
(74,817
)
Change in restricted cash

 

 
63,128

 

 
63,128

Investment in Subsidiaries

 
(62,800
)
 

 
62,800

 

Other

 

 
(478
)
 

 
(478
)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

 
(63,001
)
 
(92,460
)
 
62,800

 
(92,661
)
FINANCING ACTIVITIES
 
 
 
 
 
 

 
 
Issuance of debt

 
1,238,389

 

 

 
1,238,389

Repayment of debt

 
(1,107,062
)
 

 

 
(1,107,062
)
Dividends paid
(124,628
)
 

 

 

 
(124,628
)
Proceeds from the issuance of common shares
3,347

 

 

 

 
3,347

Debt issuance costs

 
(12,380
)
 

 

 
(12,380
)
Repurchase of common shares
(1,834
)
 

 

 

 
(1,834
)
Purchase of timberland deeds for Rayonier Advanced Materials
(12,677
)
 

 

 

 
(12,677
)
Debt issuance funds distributed to Rayonier Advanced Materials
(924,943
)
 

 

 

 
(924,943
)
Proceeds from spin-off of Rayonier Advanced Materials
906,200

 

 

 

 
906,200

Change in restricted cash reserved for dividends
(75,000
)
 

 

 

 
(75,000
)
Intercompany distributions

 
(149,525
)
 
65,318

 
84,207

 

Other

 

 
(680
)
 

 
(680
)
CASH USED FOR FINANCING ACTIVITIES
(229,535
)
 
(30,578
)
 
64,638

 
84,207

 
(111,268
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

 
(50
)
 

 
(50
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 

 
 
Change in cash and cash equivalents
(91,000
)
 
56,939

 
56,478

 

 
22,417

Balance, beginning of year
130,181

 
11,023

 
58,440

 

 
199,644

Balance, end of period
$
39,181

 
$
67,962

 
$
114,918

 
$

 
$
222,061



43


Table of Contents
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)

 
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2013
 
Rayonier Inc.
(Parent
Issuer)
 
Subsidiary Guarantors
 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES
$
248,552

 
$
247,599

 
$
212,977

 
$
(473,456
)
 
$
235,672

INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(89
)
 
(74,498
)
 

 
(74,587
)
Purchase of additional interest in New Zealand joint venture

 

 
(139,879
)
 

 
(139,879
)
Purchase of timberlands

 

 
(10,447
)
 

 
(10,447
)
Intercompany purchase of real estate

 

 
984

 
(984
)
 

Jesup mill cellulose specialties expansion

 

 
(100,185
)
 

 
(100,185
)
Proceeds from disposition of Wood Products business

 

 
72,953

 

 
72,953

Change in restricted cash

 

 
7,603

 

 
7,603

Investment in Subsidiaries
(138,178
)
 
(387,659
)
 

 
525,837

 

Other

 
1,700

 
(1,163
)
 

 
537

CASH USED FOR INVESTING ACTIVITIES
(138,178
)
 
(386,048
)
 
(244,632
)
 
524,853

 
(244,005
)
FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
Issuance of debt
175,000

 
280,000

 

 

 
455,000

Repayment of debt
(250,000
)
 
(23,087
)
 

 

 
(273,087
)
Dividends paid
(113,222
)
 

 

 

 
(113,222
)
Proceeds from the issuance of common shares
6,643

 

 

 

 
6,643

Excess tax benefits on stock-based compensation

 

 
7,399

 

 
7,399

Repurchase of common shares
(11,241
)
 

 

 

 
(11,241
)
Intercompany distributions

 
(108,549
)
 
159,946

 
(51,397
)
 

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
(192,820
)
 
148,364

 
167,345

 
(51,397
)
 
71,492

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

 
(174
)
 

 
(174
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
Change in cash and cash equivalents
(82,446
)
 
9,915

 
135,516

 

 
62,985

Balance, beginning of year
252,888

 
23,324

 
4,384

 

 
280,596

Balance, end of period
$
170,442

 
$
33,239

 
$
139,900

 
$

 
$
343,581



44


Table of Contents



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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” refer to the Notes to the Consolidated Financial Statements of Rayonier Inc. included in Item 1 of this Report.
Our financial condition and results of operations as of and for the periods ended March 31, 2014 and June 30, 2014 have been restated. All information and disclosures contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) related to those periods reflect the effects of such restatement. For a more detailed description of the restatement, see Note 3 - Restatement of Previously Issued Consolidated Financial Statements of the Notes to the accompanying unaudited Consolidated Financial Statements and MD&A included in this Quarterly Report on Form 10-Q/A.
This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors which may affect future results. Our MD&A should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Initial Form 10-K”), as amended by Amendment No. 1 to the Form 10-K on Form 10-K/A filed with the SEC concurrently herewith (the “Amended Form 10-K”) and information contained in our subsequent Forms 10-Q, Forms 10-Q/A, Forms 8-K, Forms 8-K/A and other reports filed with the SEC.
Forward-Looking Statements
Certain statements in this document regarding anticipated financial outcomes including earnings guidance, if any, business and market conditions, outlook 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 our Amended Form 10-K and any subsequent Form 10-Q, 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 further disclosures we make on related subjects in our subsequent Forms 10-Q, Forms 10-K, Forms 8-K and other reports filed with the SEC.
 
Critical Accounting Policies and Use of Estimates
The preparation of financial statements requires us to make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. 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. For a full description of our critical accounting policies, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Amended Form 10-K.
Segments
We are a geographically diverse international land resources company primarily engaged in timberland management and the sale of real estate. We operate in two reportable business segments: Forest Resources and Real Estate. Prior to the second quarter of 2014, the Company operated in three reportable business segments, which included Performance Fibers. In June 2014, the Performance Fibers business was spun-off to Rayonier shareholders as a newly formed publicly traded company named Rayonier Advanced Materials. The results of the Performance Fibers segment are shown as discontinued operations for all periods presented.
Forest Resources sales include all activities which relate to the harvesting of timber and other value-added activities such as the leasing of properties for hunting, mineral extraction and cell towers. Real Estate sales include all property sales, including those designated as higher and better use (“HBU”) and those designated as sales of non-strategic timberlands. The assets of the Real Estate segment include HBU property held by our real estate subsidiary, TerraPointe LLC. Our remaining operations include harvesting and selling timber acquired from third parties (log trading). These operations are reported in “Other Operations.” Sales

45


Table of Contents

between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits or losses are eliminated in consolidation.
We evaluate financial performance based on the operating income of the segments. Operating income, as presented in the Consolidated Statements of Income and Comprehensive Income, is equal to segment income (loss). Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include gains (losses) from certain asset dispositions, interest income (expense), miscellaneous income (expense) and income tax (expense) benefit, are not considered by management to be part of segment operations.

Results of Operations

 
Three Months Ended June 30,
 
Six Months Ended June 30,
Financial Information (in millions)
2014
 
2013
 
2014
 
2013
 
(Restated)
 
 
 
(Restated)
 
 
Sales
 
 
 
 
 
 
 
Forest Resources
 
 
 
 
 
 
 
Atlantic
$
19

 
$
19

 
$
40

 
$
37

Gulf States
13

 
13

 
25

 
25

Northern
25

 
30

 
58

 
54

New Zealand
44

 
47

 
83

 
50

Total Forest Resources
101

 
109

 
206

 
166

Real Estate
 
 
 
 
 
 
 
Development
1

 

 
2

 
2

Rural
6

 
9

 
11

 
11

Non-Strategic Timberlands
27

 
4

 
27

 
25

Total Real Estate
34

 
13

 
40

 
38

Other Operations
28

 
33

 
60

 
58

Total Sales
$
163

 
$
155

 
$
306

 
$
262

 
 
 
 
 
 
 
 
Operating Income (Loss)
 
 
 
 
 
 
 
Forest Resources
$
20

 
$
21

 
$
45

 
$
34

Real Estate
28

 
6

 
29

 
23

Other Operations

 
2

 
(1
)
 
2

Corporate and other
(10
)
 
3

 
(21
)
 
(5
)
Operating Income
38

 
32

 
52

 
54

Interest Expense, Interest Income and Other
(20
)
 
(8
)
 
(32
)
 
(17
)
Income Tax (Expense) Benefit
(14
)
 
16

 
(6
)
 
22

Income from Continuing Operations
4

 
40

 
14

 
59

Discontinued Operations, Net
12

 
48

 
43

 
177

Net Income
16

 
88

 
57

 
236

Less: Net income (loss) attributable to noncontrolling interest

 
1

 
(1
)
 
1

Net Income Attributable to Rayonier Inc.
$
16

 
$
87

 
$
58

 
$
235

 
 
 
 
 
 
 
 
Diluted Earnings Per Share Attributable to Rayonier Inc.
 
 
 
 
 
 
 
Continuing Operations
$
0.03

 
$
0.30

 
$
0.11

 
$
0.44

Discontinued Operations
0.09

 
0.37

 
0.33

 
1.36

Net Income
$
0.12

 
$
0.67

 
$
0.44

 
$
1.80




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Table of Contents

FOREST RESOURCES
Sales (in millions)
2013
 
Changes Attributable to:
 
2014
Three Months Ended June 30,
Price
 
Volume/
Mix/Other
 
Atlantic
$
19

 
$
3

 
$
(3
)
 
$
19

Gulf States
13

 
1

 
(1
)
 
13

Northern
30

 

 
(5
)
 
25

New Zealand
47

 

 
(3
)
 
44

Total Sales
$
109

 
$
4

 
$
(12
)
 
$
101


Sales (in millions)
2013
 
Changes Attributable to:
 
2014
Six Months Ended June 30,
Price
 
Volume/
Mix/Other
 
Atlantic
$
37

 
$
7

 
$
(4
)
 
$
40

Gulf States
25

 
1

 
(1
)
 
25

Northern
54

 
3

 
1

 
58

New Zealand (a)
50

 
2

 
31

 
83

Total Sales
$
166

 
$
13

 
$
27

 
$
206

 
 
 
 
 
 
 
 
(a)
First quarter 2014 included $38 million of sales from the consolidation of the New Zealand joint venture (“New Zealand JV”), whereas first quarter 2013 was accounted for on the equity method.

Operating Income (in millions)
2013
 
Changes Attributable to:
 
2014
Three Months Ended June 30,
Price
 
Volume/
Mix
 
Cost/Other
 
 
 
 
 
 
 
 
(Restated)
 
(Restated)
Atlantic
$
5

 
$
3

 
$
(2
)
 
$

 
$
6

Gulf States
3

 
1

 

 
(1
)
 
3

Northern
10

 

 
(1
)
 

 
9

New Zealand
3

 

 
3

 
(4
)
 
2

Total Operating Income
$
21

 
$
4

 
$

 
$
(5
)
 
$
20

Operating Income (in millions)
2013
 
Changes Attributable to:
 
2014
Six Months Ended June 30,
Price
 
Volume/
Mix
 
Cost/Other
 
 
 
 
 
 
 
 
(Restated)
 
(Restated)
Atlantic
$
10

 
$
7

 
$
(3
)
 
$

 
$
14

Gulf States
5

 
1

 

 

 
6

Northern
15

 
3

 
4

 
(2
)
 
20

New Zealand/Other
4

 
2

 

 
(1
)
 
5

Total Operating Income
$
34

 
$
13

 
$
1

 
$
(3
)
 
$
45

 
 
 
 
 
 
 
 
 
 
In the Atlantic region, 2014 second quarter sales were comparable to 2013; however, sales increased 10 percent for the six months ended June 30, 2014. Second quarter and year-to-date operating income increased as compared to the prior year periods driven by higher pine prices resulting from strong pulpwood demand and restricted supply, partially offset by lower volumes. Unusually wet weather conditions in the South hindered harvest efforts during the second quarter.
Gulf region sales for the 2014 periods were comparable to 2013. Operating income improved 20 percent for the six months ending June 30, 2014, respectively, due to higher pine prices and non-timber income, partially offset by lower volumes due to the wet weather.
In the Northern region, 2014 second quarter sales and operating income declined compared to 2013 due to lower volumes as a result of high China log inventory. On a year-to-date basis, sales and operating income increased by 7 percent and 33 percent, respectively, compared to the 2013 periods primarily driven by strong pricing and volume from a surge in China demand earlier in the year.

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Table of Contents

In April 2013, we acquired an additional 39 percent ownership interest in our New Zealand JV. As a 65 percent owner, we began consolidating 100 percent of the New Zealand JV’s results of operations in the second quarter of 2013. The six months ended June 30, 2014 sales and operating results for New Zealand JV reflect this increased ownership.
In New Zealand, second quarter operating results were slightly lower than 2013 as prices declined in the export market due to the high China log inventories and were only partially offset by higher domestic prices and volumes. Year-to-date results were slightly higher compared to 2013, reflecting the lower 26 percent JV ownership in first quarter 2013, partially offset by lower export results.

REAL ESTATE
Sales (in millions)
2013
 
Changes Attributable to:
 
2014
Three Months Ended June 30,
Price
 
Volume/Mix
 
Development
$

 
$
1

 
$

 
$
1

Rural
9

 
1

 
(4
)
 
6

Non-Strategic Timberlands
4

 

 
23

 
27

Total Sales
$
13

 
$
2

 
$
19

 
$
34

Sales (in millions)
2013
 
Changes Attributable to:
 
2014
Six Months Ended June 30,
Price
 
Volume/Mix
 
Development
$
2

 
$

 
$

 
$
2

Rural
11

 
2

 
(2
)
 
11

Non-Strategic Timberlands
25

 
(58
)
 
60

 
27

Total Sales
$
38

 
$
(56
)
 
$
58

 
$
40

 
 
 
 
 
 
 
 

Operating Income (in millions)
2013
 
Changes Attributable to:
 
2014
Three Months Ended June 30,
Price
 
Volume/Mix
 
 
 
 
 
 
(Restated)
 
(Restated)
Total Operating Income
$
6

 
$
2

 
$
20

 
$
28

Operating Income (in millions)
2013
 
Changes Attributable to:
 
2014
Six Months Ended June 30,
Price
 
Volume/Mix
 
 
 
 
 
 
(Restated)
 
(Restated)
Total Operating Income
$
23

 
$
(56
)
 
$
62

 
$
29

 
 
 
 
 
 
 
 
Second quarter sales of $34 million and operating income of $28 million increased $21 million and $22 million, respectively, compared to the prior year period. Year-to-date, sales and operating income were 5 percent and 24 percent above the prior year. These increases were the result of higher non-strategic timberland sales, primarily from a 19,500 acre parcel in Florida, and a $6 million settlement of a bankruptcy claim related to a 2006 sale.
OTHER OPERATIONS
Second quarter sales from our New Zealand log trading business decreased $4 million compared to the prior year period as a result of high China log inventories. On a year-to-date basis, sales increased $6 million over the prior year period, driven by the strong China demand in the first quarter 2014. Operating income decreased $2 million for both periods when compared to 2013, primarily due to unfavorable movements in foreign currency exchange rates.
Corporate and Other Expense/Eliminations
Excluding the gain related to the consolidation of the New Zealand JV in the second quarter of 2013, corporate and other operating expenses of $10 million in the second quarter of 2014 improved $2 million due primarily to lower benefit costs. On a year-to-date basis, corporate and other expenses were comparable. Although all periods have been restated for the discontinued operations of the Performance Fibers business, corporate expenses previously allocated to the Performance Fibers operating results are not permitted to be allocated to discontinued operations under generally accepted accounting principles. Going forward, the Company expects annual corporate expenses to approximate $20 million.

48


Table of Contents

Interest and Other Expense
Interest and other expenses of $20 million in the second quarter were $11 million above the prior year period due to $5 million of interest related to the early repayment of debt in connection with the spin-off of the Performance Fibers business and unfavorable mark-to-market valuations on New Zealand interest rate swaps. Additionally, other expenses in the second quarter included a $4 million asset write-off associated with a long-standing directors’ charitable award program that was transferred to Rayonier Advanced Materials.
Income Tax Expense
The second quarter income tax benefit from continuing operations before discrete items was $1 million compared to an income tax benefit of $10 million in 2013. The income tax benefit represents tax benefits from losses at Rayonier's taxable operations from interest and general administrative expenses not allowed to be allocated to the discontinued operations of the Performance Fibers business. Including discrete items, the second quarter income tax expense from continuing operations was $14 million compared to an income tax benefit of $16 million in the second quarter of 2013. As a result of the spin-off of the Performance Fibers business, a $16 million valuation allowance related to the cellulosic biofuel producer credit (“CBPC”) was recorded reflecting Rayonier's limited potential use of the CBPC prior to its expiration on December 31, 2016.
The year-to-date income tax benefit from continuing operations before discrete items was $7 million compared to $16 million in 2013. Including discrete items, the income tax expense from continuing operations was $6 million compared to a $22 million tax benefit in 2013.

Liquidity and Capital Resources
Our operations have generally produced consistent cash flows and required limited capital resources. Short-term borrowings have helped fund cyclicality in working capital needs and long-term debt has been used to fund major acquisitions and strategic projects.
Summary of Liquidity and Financing Commitments (in millions of dollars)
 
June 30,
 
December 31,
 
2014
 
2013
 
(Restated)
 
 
Cash and cash equivalents (a)
$
222

 
$
200

Restricted cash
75

 

Total debt
770

 
1,574

Shareholders’ equity
1,716

 
1,755

Total capitalization (total debt plus equity)
2,486

 
3,329

Debt to capital ratio
31
%
 
47
%
(a)
Cash and cash equivalents consisted primarily of time deposits with original maturities of 90 days or less and money market accounts.
Cash Flows (in millions of dollars)
The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30. The Consolidated Statements of Cash Flows for both 2014 and 2013 have not been restated to exclude discontinued operations.
 
2014
 
2013
Cash provided by (used for):
 
 
 
Operating activities
$
226

 
$
236

Investing activities
(93
)
 
(244
)
Financing activities
(111
)
 
71

Cash Provided by Operating Activities
The decline in cash provided by operating activities in 2014 was primarily attributable to lower income from the Performance Fibers business partially offset by lower working capital requirements as 2013 included a $70 million payment to exchange AFMC for CBPC.

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Table of Contents

Cash Used for Investing Activities
Cash used for investing activities decreased compared to 2013. The prior year period included the purchase of an additional interest in the New Zealand JV for $140 million and Cellulose Specialties Expansion project costs of $100 million. The change in restricted cash of $56 million, due to the timing of like-kind exchanges, also contributed to the decline in cash used for investing activities. Partially offsetting these were a $64 million increase in timberland acquisitions in 2014 and $73 million from the sale of our Wood Products business in 2013.
Cash (Used for) Provided By Financing Activities
Cash provided by financing activities decreased over the prior year period primarily due to transactions related to the spin-off of the Performance Fibers business. Also contributing to the decrease was the allocation of $75 million to restricted cash, which will be used to pay a special dividend of $0.50 per Rayonier common share in third quarter 2014. In addition, net debt borrowings (including debt issuance costs) decreased $63 million and regular dividend payments increased $11 million.

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: Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“EBITDA”), and Adjusted Cash Available for Distribution (“Adjusted CAD”). These measures are not defined by Generally Accepted Accounting Principles (“GAAP”) and the discussion of EBITDA and Adjusted 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 EBITDA as a performance measure and Adjusted CAD as a liquidity measure. EBITDA is defined by the Securities and Exchange Commission. Adjusted CAD as defined, however, may not be comparable to similarly titled measures reported by other companies.
We reconcile EBITDA to Net Income for the consolidated Company and Operating Income for the Segments, as those are the nearest GAAP measures for each. Below is a reconciliation of Net Income to EBITDA for the respective periods (in millions of dollars):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
(Restated)
 
 
 
(Restated)
 
 
Net Income to EBITDA Reconciliation
 
 
 
 
 
 
 
Net Income
$
16

 
$
88

 
$
57

 
$
236

Interest, net, continuing operations
16

 
9

 
28

 
17

Income tax expense, continuing operations
14

 
(16
)
 
6

 
(22
)
Depreciation, depletion and amortization
30

 
30

 
58

 
51

Discontinued operations (a)
29

 
44

 
67

 
92

EBITDA
$
105

 
$
155

 
$
216

 
$
374

(a) Includes income, interest, income tax expense, and depreciation and amortization from discontinued operations

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Table of Contents

EBITDA by segment is a critical valuation measure used by our Chief Operating Decision Maker, existing shareholders and potential shareholders to measure how the Company is performing relative to the assets under management. EBITDA by segment for the respective periods was as follows (millions of dollars):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
EBITDA by Segment
 
 
 
 
 
 
 
Forest Resources
$
44

 
$
49

 
$
96

 
$
78

Real Estate
34

 
8

 
36

 
29

Other Operations

 
2

 
(1
)
 
2

Corporate and other (a)
27

 
96

 
85

 
265

EBITDA
$
105

 
$
155

 
$
216

 
$
374

(a) Corporate and other includes EBITDA from the Performance Fibers business of $41 million and $93 million for the three months ended June 30, 2014 and 2013, respectively. Performance Fibers EBITDA included within Corporate and Other was $110 million for the six months ended June 30, 2014 and $200 million for the six months ended June 30, 2013.
Second quarter and year-to-date 2014 EBITDA decreased from 2013 primarily due to lower results from the Performance Fiber business, partially offset by higher results from Forest Resources and Real Estate. In addition, second quarter 2013 EBITDA includes a $16 million gain related to the consolidation of the New Zealand JV and EBITDA for the six months ended June 30, 2013 includes a $64 million gain on the sale of Wood Products as well as the $16 million gain related to the consolidation of the New Zealand JV.
The following tables reconcile Operating Income by segment to EBITDA by segment (millions of dollars):
 
Forest Resources
 
Real Estate
 
Other Operations
 
Corporate and Other
 
Total
 
(Restated)
 
(Restated)
 
 
 
 
 
(Restated)
Three Months Ended June 30, 2014
 
 
 
 
 
 
 
 
 
Operating Income
$
20

 
$
28

 
$

 
$
(10
)
 
$
38

Add: Depreciation, depletion and amortization
24

 
6

 

 

 
30

Add: Costs related to spin-off of Performance Fibers business

 

 

 
(4
)
 
(4
)
Add: Discontinued operations (a)

 

 

 
41

 
41

EBITDA
$
44

 
$
34

 
$

 
$
27

 
$
105

 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2013
 
 
 
 
 
 
 
 
 
Operating Income
$
21

 
$
6

 
$
2

 
$
3

 
$
32

Add: Depreciation, depletion and amortization
28

 
2

 

 

 
30

Add: Discontinued operations (a)

 

 

 
93

 
93

EBITDA
$
49

 
$
8

 
$
2

 
$
96

 
$
155

 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2014
 
 
 
 
 
 
 
 
 
Operating Income
$
45

 
$
29

 
$
(1
)
 
$
(21
)
 
$
52

Add: Depreciation, depletion and amortization
51

 
7

 

 

 
58

Add: Costs related to spin-off of Performance Fibers business

 

 

 
(4
)
 
(4
)
Add: Discontinued operations (a)

 

 

 
110

 
110

EBITDA
$
96

 
$
36

 
$
(1
)
 
$
85

 
$
216

 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2013
 
 
 
 
 
 
 
 
 
Operating Income
$
34

 
$
23

 
$
2

 
$
(5
)
 
$
54

Add: Depreciation, depletion and amortization
44

 
6

 

 
1

 
51

Add: Discontinued operations (a)

 

 

 
269

 
269

EBITDA
$
78

 
$
29

 
$
2

 
$
265

 
$
374

 
 
 
 
 
 
 
 
 
 
(a) Includes income, interest, and depreciation and amortization from discontinued operations.
Adjusted CAD is a non-GAAP measure of cash generated during a period which is available for dividend distribution, 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, strategic divestitures, the change in committed cash, and other items which include cash provided by discontinued operations, excess tax benefits on stock-based compensation and the change in capital

51


Table of Contents

expenditures purchased on account. Committed cash represents outstanding checks that have been drawn on our zero balance bank accounts but have not been paid. In compliance with SEC requirements for non-GAAP measures, we reduce CAD by mandatory debt repayments which results in the measure entitled “Adjusted CAD.”
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars):
 
Six Months Ended June 30,
 
2014
 
2013
Cash provided by operating activities
$
226

 
$
236

Capital expenditures (a)
(80
)
 
(75
)
Change in committed cash
5

 
1

Excess tax benefits on stock-based compensation

 
7

Other
3

 
1

Discontinued operations
(64
)
 
(78
)
CAD
90

 
92

Mandatory debt repayments

 

Adjusted CAD
$
90

 
$
92

Cash used for investing activities
$
(93
)
 
$
(244
)
Cash (used for) provided by financing activities
$
(111
)
 
$
71

(a)
Capital expenditures exclude strategic capital of $75 million for timberland acquisitions during the six months ended June 30, 2014. Strategic capital totaled $140 million for the purchase of additional interest in the New Zealand JV and $10 million for timberland acquisitions for the six months ended June 30, 2013.
Adjusted CAD decreased slightly compared to the prior year period as improved operating results from Forest Resources and Real Estate and lower tax payments during 2014 were offset by higher capital expenditures. Adjusted CAD generated in any period is not necessarily indicative of the amounts that may be generated in future periods.
Liquidity Facilities
As part of the spin-off of the Performance Fibers business, Rayonier Advanced Materials, while a subsidiary of Rayonier, issued $950 million of new debt. Rayonier Advanced Materials distributed $906 million from the proceeds of this new debt to the Company prior to the spin-off, including $75 million restricted to shareholder dividend payments. Rayonier used the remainder of the distribution, as well as available cash, to make repayments of $280 million on its unsecured revolving credit facility, $500 million on its term credit agreement, and $112.5 million on its installment note due 2014.
Net repayments of $80 million were made in the first quarter on the revolving facility. At June 30, 2014, the Company had available borrowings of $448 million under the credit facility and additional draws available of $640 million under the term credit agreement. Effective July 7, 2014 the revolving credit facility and term credit agreement were amended to reduce the Company’s borrowing capacity and related commitment fees. The revolving credit facility was reduced to $200 million and the term credit agreement was reduced to $100 million.
During the six months ended June 30, 2014, the New Zealand JV had no net activity on its working capital facility or revolving credit facility. Additional draws totaling $20 million remain available on the revolving facility. In addition, the New Zealand JV paid $1.2 million on its shareholder loan held with the non-controlling interest party. Unfavorable changes in exchange rates during the first half of 2014 resulted in a $1.8 million and $12 million increase to debt on a US dollar basis for the shareholder loan and revolving facility, respectively.
As of March 31, 2014, the 4.50% Senior Exchangeable Notes due 2015 were exchangeable at the option of the holders for the calendar quarter ending June 30, 2014. According to the indenture, in order for the notes to become exchangeable, the Company’s stock price must exceed 130 percent of the exchange price for 20 trading days during a period of 30 consecutive trading days as of the last day of the quarter. During the six months ended June 30, 2014, the note holders did not elect to exercise the exchange option. These notes are also exchangeable in the third quarter based upon the average stock price for the 30 trading days ending June 30, 2014. If the note holders exercise their options prior to September 30, 2014, the Company intends to repay the principal of the notes by accessing its revolving credit facility. Any excess exchange value will be settled at the option of the Company in either cash or stock of Rayonier.
In connection with our installment note, term credit agreement and credit facility, covenants must be met, including ratios based on the covenant definition of EBITDA, ratios based on consolidated funded debt compared to consolidated net worth, and ratios of subsidiary debt to consolidated net tangible assets. Covenants must also be met in connection with the New Zealand JV’s

52


Table of Contents

credit facility, including ratios of debt to forestry and land valuations and ratios of operating cash flows to financing costs. As of June 30, 2014, we were in compliance with all applicable covenants. In addition to these financial covenants, the mortgage note, term credit agreement and revolving credit facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others.
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. In July 2014, Standard & Poor’s Ratings Services lowered its ratings on Rayonier, including our corporate credit rating, to “BBB” from “BBB+.” Our outlook was revised, however, to “Stable” from “Credit Watch Negative,” which went into effect during January 2014 in light of the announced spin-off of the Performance Fibers business.

Off-Balance Sheet Arrangements
See Note 12Guarantees for details on the letters of credit, surety bonds and guarantees as of June 30, 2014.

Contractual Financial Obligations
In addition to using cash flow from operations, we finance our operations 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 Balance Sheet, 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 June 30, 2014 and anticipated cash spending by period: 
Contractual Financial Obligations (in millions)
Total
 
Payments Due by Period
Remaining 2014
 
2015-2016
 
2017-2018
 
Thereafter
Long-term debt (a)
$
771

 
$

 
$
336

 
$
63

 
$
372

Current maturities of long-term debt

 

 

 

 

Interest payments on long-term debt (b)
126

 
14

 
46

 
26

 
40

Operating leases — timberland
184

 
4

 
20

 
18

 
142

Postretirement obligations (c)
1

 

 
1

 

 

Operating leases — PP&E, offices
7

 
1

 
3

 
1

 
2

Uncertain tax positions (d)
6

 
6

 

 

 

Purchase obligations — derivatives (e)
5

 

 

 
2

 
3

Purchase obligations — other
1

 

 

 
1

 

Total contractual cash obligations
$
1,101

 
$
25

 
$
406

 
$
111

 
$
559

(a)
The book value of our long-term debt is currently recorded at $770.0 million on the Company’s consolidated balance sheet, but upon maturity the liability will be $770.5 million.
(b)
Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of June 30, 2014.
(c)
These amounts represent an estimate of our projected payments related to our unfunded excess pension plan and our postretirement medical and life insurance plans for the next ten years.
(d)
See Note 5Income Taxes for additional information on uncertain tax positions.
(e)
Purchase obligations represent payments expected to be made on derivative instruments held in New Zealand. See Note 10Derivative Financial Instruments and Hedging Activities.

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Table of Contents

Sales Volume by Segment:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Forest Resources — in thousands of short green tons
 
 
 
 
 
 
 
Atlantic
698

 
904

 
1,534

 
1,772

Gulf States
451

 
514

 
889

 
923

Northern
447

 
512

 
991

 
967

New Zealand
 
 
 
 
 
 
 
Domestic
314

 
401

 
623

 
401

Export
209

 
200

 
359

 
200

Total
2,119

 
2,531

 
4,396

 
4,263

Real Estate — in acres
 
 
 
 
 
 
 
Development
68

 
47

 
95

 
133

Rural
2,030

 
3,831

 
3,763

 
5,006

Non-Strategic Timberlands
23,185

 
3,372

 
23,547

 
8,947

Total
25,283

 
7,250

 
27,405

 
14,086



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Table of Contents

Item 4.
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 information required to be disclosed by the Company in reports filed under the Exchange Act, such as this quarterly report on Form 10-Q/A, is (1) recorded, processed, summarized and reported or submitted within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to the Company’s management, including its 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 the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q/A, management, including the Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were not effective as of June 30, 2014.
On June 27, 2014, the Company spun off its Performance Fibers business to its shareholders as a newly formed publicly traded company named Rayonier Advanced Materials Inc. Following the spin-off, new management conducted a review of the Company’s operations and business strategies and identified issues related to its historical timber harvest levels, its estimate of merchantable timber inventory and the effect of such estimate on its calculation of depletion expense in each of the quarterly periods ended March 31, 2014 and June 30, 2014. At the direction of the Company’s Board of Directors, management commenced an internal review into these matters with the assistance of independent counsel, forensic accountants and financial advisers. As a result of the internal review, the Company concluded that it included in merchantable timber inventory for 2014, timber in specially designated parcels located in restricted, environmentally sensitive or economically inaccessible areas, which was incorrect, inconsistent with its definition of merchantable inventory, and a significant change from prior years. As a result, the Company concluded that it understated its depletion expense in cost of goods sold (referred to as “Cost of sales” in the Company's consolidated statements of income) by approximately $2.0 million in each of the quarterly periods ended March 31, 2014 and June 30, 2014, which resulted in a corresponding overstatement of income from continuing operations of $1.9 million and $2.0 million, respectively, in those periods. The Company has filed amendments to its Forms 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014 and restated its interim consolidated financial statements for those periods.
Management and E&Y originally concluded that there was not a material weakness in the Company’s internal control over financial reporting as of December 31, 2013, and this conclusion was reflected in the Company’s Initial Form 10-K. Subsequent to the filing of the Initial Form 10-K and in connection with the restatement discussed above, under the direction of the Chief Executive Officer and Chief Financial Officer, management conducted a reevaluation of the effectiveness of the Company’s internal control over financial reporting. After extensive consultation with E&Y and the Company’s forensic accountants, management has now concluded that the Company did not maintain effective control, as of December 31, 2013, over the accounting for depletion expense. Specifically, the Company’s controls related to the preparation and review of the annual depletion calculation which commenced in 2013 were not adequate to ensure that the changes in depletion rate estimates used to recognize depletion expense in 2014 were in accordance with accounting principles generally accepted in the United States of America. Further, these controls relied, in part, on electronic data from information technology systems with ineffective user access and program change management general controls. Accordingly, management has now concluded that the Company’s internal control over financial reporting was ineffective at December 31, 2013 based on the aggregation of these deficiencies. E&Y has reached the same conclusion.
In addition, because this material weakness was not adequately remediated as of March 31, 2014, June 30, 2014 or September 30, 2014, the Company’s internal control over financial reporting was ineffective at those dates as well. There were no other changes in the Company’s internal control over financial reporting that occurred during the quarterly period ended June 30, 2014 that materially affected, or are likely to materially affect, its internal control over financial reporting.

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Remediation Plan

The Company has initiated a plan to remediate the material weakness described above. The implementation of this plan began in the third quarter of 2014 and consists of the following main elements:

enhancing senior finance management supervision and review of the depletion rate estimates and coordination with the Company’s technical and operations personnel as to volumes of merchantable timber included in the calculation of depletion expense,
instituting more formal procedures around the review and approval of changes to the estimate of merchantable timber inventory and its effect on the calculation of depletion expense, and
implementing controls over user access and changes to system data used in the depletion rate estimates.

Prior to the remediation of the material weakness, there is a risk that material misstatements in the Company’s interim or annual financial statements may occur. The Company can give no assurance that the measures it takes will remediate the material weakness that it has identified or that additional material weaknesses will not arise in the future. The Company will continue to monitor the effectiveness of these and other processes, procedures, and controls and will make any further changes management determines to be appropriate.

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PART II.    OTHER INFORMATION


Item 6.    Exhibits
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
Filed herewith
31.2

Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32

Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
101

The following financial information from our Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2014, formatted in Extensible Business Reporting Language (“XBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2014 and 2013; (ii) the Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013; (iii) the Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013; and (iv) the Notes to Consolidated Financial Statements
Filed herewith



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SIGNATURE
Pursuant to the requirements 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.
 
 
 
RAYONIER INC.
 
 
(Registrant)
 
 
 
 
By:
/S/ H. EDWIN KIKER
 
 
H. Edwin Kiker
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)
Date: November 10, 2014





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