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2019 Annual Report Report Report Annual Annual 2019 2019 RAYONIER 2019 ANNUAL REPORT ANNUAL 2019 RAYONIER Rayonier Inc. 1 Rayonier Way Wildlight, Florida 32097 2019 Annual Report Our mission is to provide industry-leading Rayonier Inc. 2019 financial returns to our shareholders while serving as a responsible steward Board of Directors of our lands. Richard D. Kincaid [A, C] David L. Nunes Keith E. Bass [A, C] Dod A. Fraser [A, N] Scott R. Jones [C] Chairman of the Board President and Managing Partner President Retired, President President and Founder Chief Executive Officer Mill Creek Capital LLC Sackett Partners Forest Capital Partners Because Foundation Rayonier Inc. RYN 1926 2019 LISTED NYSE $5.2 Billion 93 Years 2.6 Million Acres Enterprise Value Bernard Lanigan, Jr. [A, N] Blanche L. Lincoln [C, N] V. Larkin Martin [C, N] Andrew G. Wiltshire [A, N] Chairman & CEO, Founder and Principal Managing Partner Founding Partner, Southeast Asset Advisors, Inc.; Lincoln Policy Group Martin Farm; Folium Capital LLC; Founder and Chairman, Vice President Management and Governance Lanigan & Associates, P.C. The Albemarle Corporation of private orchard and farming companies BOARD COMMITTEES: [A] Audit [C] Compensation and Management Development [N] Nominating and Corporate Governance SFI-00023 $247.8 Million $142 Million of PEFC/40-23-6 Adjusted EBITDA Timberlands Acquired NZ Sustainable Certification U.S. Sustainable Certification Executive Officers David L. Nunes Mark D. McHugh Douglas M. Long Christopher T. Corr Mark R. Bridwell Shelby L. Pyatt W. Rhett Rogers April J. Tice President and Senior Vice President and Senior Vice President, Senior Vice President, Vice President, Vice President, Vice President, Vice President, Chief Executive Officer Chief Financial Officer Forest Resources Real Estate Development General Counsel and Human Resources and Portfolio Management Financial Services and Corporate Secretary Information Technology Corporate Controller ~34.4 Million tCO2e ~32 Million Seedlings Planted Sustainable Yield of Total Carbon Stored $211,166 Avg. Price/Acre throughout U.S. and NZ ~10 Million Tons Annually in NZ Timberlands Sold in Wildlight Corporate Information Corporate Headquarters Form 10-K Stock Information Rayonier Inc. Additional copies of this report Listed: New York Stock Exchange 1 Rayonier Way and Rayonier’s report on Form 10-K Symbol: RYN Wildlight, FL 32097 are available without charge upon CUSIP: 754 907 103 904.357.9100 written request to: www.rayonier.com Rayonier Inc. Transfer Agent and Investor Relations Registrar Rayonier Inc. c/o Computershare Investor and Media Relations 1 Rayonier Way Mark D. McHugh P.O. Box 505000 Wildlight, FL 32097 400+ Jobs Created Gender Diversity 2,000+ Community Senior Vice President and Louisville, KY 40233-5000 in Wildlight ~350 Employees 65% Male / 35% Female Volunteer Hours Chief Financial Officer Independent Registered 800.659.0158 (U.S.) Public Accounting Firm 201.680.6578 (International) Ernst & Young, LLP www.computershare.com/investor 12926 Gran Bay Parkway West Suite 500 Jacksonville, FL 32258 Figures above are as of 12/31/2019 or represent full-year 2019, unless indicated otherwise. RAYONIER INC. 2019 ANNUAL REPORT Financial Highlights (Dollars in millions) 2019 2018 2017 Sales & Earnings Sales $ 711.6 $ 816.1 $ 819.6 Pro Forma Sales(a) 711.6 816.1 724.2 Operating Income 107.0 170.1 215.5 Pro Forma Operating Income(a) 107.0 170.1 149.2 Net Income 67.7 117.3 161.5 Net Income attributable to Rayonier Inc. 59.1 102.2 148.8 Pro Forma Net Income(a) 59.1 102.2 82.5 Adjusted EBITDA By Segment(b) Southern Timber $ 119.7 $ 102.8 $ 91.6 Pacific Northwest Timber 16.7 40.9 33.1 New Zealand Timber 75.8 90.8 85.1 Real Estate 59.5 123.4 95.5 Trading — 1.0 4.6 (–) Corporate/Other (23.9) (21.1) (19.4) Total Adjusted EBITDA $ 247.8 $ 337.7 $ 290.5 Cash Flow Cash provided by Operating Activities $ 214.3 $ 310.1 $ 256.3 Cash Available for Distribution(b) 149.4 240.1 188.7 Debt & Debt Ratios Debt(c) $ 1,057.0 $ 975.0 $ 1,028.4 Cash 68.7 148.4 112.7 Net Debt 988.3 826.6 915.7 Net Debt to Enterprise Value(d) 19% 19% 18% (a) These non-GAAP measures are defined and reconciled on page 9. (b) Adjusted EBITDA and Cash Available for Distribution (CAD) are non-GAAP measures defined and reconciled on pages 27 and 44, respectively, within this Annual Report on Form 10-K. (c) Total debt as of December 31, 2019, 2018 and 2017 is presented gross of deferred financing costs of $1.9 million, $2.4 million and $3.0 million, respectively. (d) Enterprise Value based on equity market capitalization plus net debt at year-end. (b) (b) Adjusted EBITDA Total Harvest CAD (Dollars in millions) (Tons in millions) (Dollars in millions) $360 12 $280 270 9 210 180 6 140 90 3 70 – – – 2017 2018 2019 2017 2018 2019 2017 2018 2019 page 01 RAYONIER INC. 2019 ANNUAL REPORT Dear Fellow Shareholders: When times are challenging, you learn a great deal about how portfolio, the strength of the markets in which we operate, well your team works together to achieve its goals. We faced and most importantly, the dedication of our people. significant challenges across all our timber markets in 2019, and I’m very pleased with how well our team worked together to make the best of a challenging year. We saw an escalation Pope Resources Acquisition of the U.S.-China trade war, including retaliatory tariffs on log Complements Pacific Northwest Portfolio exports from the U.S., which impacted both the Pacific On January 15, 2020, we announced a definitive merger Northwest and Southern timber segments. In addition, we agreement with Pope Resources (Pope), with the transaction watched the unfolding European spruce beetle epidemic expected to close by mid-year. We are very excited to be adding deliver higher volumes of salvage timber into China, which these high-quality assets to our Pacific Northwest portfolio, and impacted directly or indirectly all three of our timber segments. look forward to tapping into the regional expertise of Pope’s While we believe both of these situations will be relatively team. Pope will contribute 124,000 acres of high-quality western short-lived, they have certainly been disruptive to our markets Washington timberlands to our portfolio, bringing our ownership in in the near term. Nevertheless, our team did a great job of the region to approximately 500,000 acres. With a complementary working to maximize long-term value while at the same time age-class fit to our existing portfolio, these lands will increase our generating sufficient cash flow to fully fund our dividend. Pacific Northwest sustainable yield by 32% and increase our proportion of Douglas-fir merchantable timber inventory from 60% to 68%. We will also enjoy a higher proportion of 2019 in Review ground-based logging given the more gentle topography of Full-year 2019 net income attributable to Rayonier was $59 Pope’s timberlands relative to our existing portfolio. In addition million, or $0.46 per share, compared to $102 million, or $0.79 to lowering our average harvest costs and thus improving our per share, in 2018. Our total Adjusted EBITDA was $248 million cash flow metrics, these lands are located in strong log markets in 2019, which was 27% lower than the prior year total of that provide for greater operational flexibility in the future. $338 million due primarily to a lower contribution from our Real Estate segment, which delivered record post-spin-off Pope’s subsidiary Olympic Resource Management will bring a performance in 2018. Full-year Cash Available for Distribution private equity timber fund business with 141,000 acres of (CAD) was $149 million in 2019, representing a 38% decrease commercial timberlands under management in Washington, from the $240 million of CAD we generated in 2018. Oregon and California. This business operates three timber funds, which provide for added operational efficiencies and While down from our post-spin-off record full-year Adjusted economies of scale. As of the most recent appraisal data EBITDA in 2018, our team worked hard to deliver solid results from December 31, 2019, these funds have total assets in 2019. We enjoyed record Adjusted EBITDA in our Southern under management of $520 million. Based on Pope’s variable Timber segment, which represents the largest component of co-investment level in each of the three funds, which ranges our asset value. Further, we continued to generate strong from 5% to 20%, the value of Pope’s co-investment stake in premiums in our Real Estate segment, achieving the highest the funds was $59 million as of December 31, 2019, or $52 revenue per acre sold since 2007. Notably, we achieved solid million net of fund level debt. The fund business also has an 2019 results in spite of deferring nearly 300,000 tons of accrued carried interest owed to Olympic Resource harvest volume across our three timber segments. These Management on one of the funds that is performing above the results are a testament to the quality and diversity of our return threshold established for that fund. page 02 DAVID L. NUNES President and Chief Executive Officer Pope also has a real estate business that is well respected in the We also expect the acquisition, excluding transaction costs, to be west Puget Sound region of Washington and is complementary accretive to CAD in the first full year. With the cash component to Rayonier’s real estate and higher-and-better-use (HBU) land of this transaction, we anticipate increasing our pro forma net sales business in the U.S. South. With improved development debt to Adjusted EBITDA to approximately 4.5x, which is towards projects in Gig Harbor, Bremerton, Bainbridge Island, Kingston the upper end of our leverage target.
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