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Rayonier Inc – ‘10-K’ for 12/31/14 – ‘R24’

On:  Monday, 3/2/15, at 4:38pm ET   ·   For:  12/31/14   ·   Accession #:  52827-15-6   ·   File #:  1-06780

Previous ‘10-K’:  ‘10-K/A’ on 11/10/14 for 12/31/13   ·   Next:  ‘10-K’ on 2/29/16 for 12/31/15   ·   Latest:  ‘10-K’ on 2/23/24 for 12/31/23

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/02/15  Rayonier Inc                      10-K       12/31/14  177:44M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.05M 
 3: EX-21       Subsidiaries of the Registrant                      HTML     51K 
 4: EX-23.1     Consent of Ernst & Young LLP                        HTML     53K 
 5: EX-24       Powers of Attorney                                  HTML     65K 
 2: EX-12       Statements of Computational Ratios                  HTML     66K 
 6: EX-31.1     Section 302 Certification of CEO                    HTML     55K 
 7: EX-31.2     Section 302 Certification of CFO                    HTML     55K 
 8: EX-32       Section 906 Certification of CEO & CFO              HTML     51K 
121: R1          Document and Entity Information Document            HTML     79K  
88: R2          Consolidated Statements of Income and               HTML    185K 
                Comprehensive Income                                             
112: R3          Consolidated Statements of Income and               HTML     64K  
                Comprehensive Income (Parenthetical)                             
126: R4          Consolidated Balance Sheets                         HTML    202K  
161: R5          Consolidated Balance Sheets (Parenthetical)         HTML     62K  
93: R6          Consolidated Statements of Cash Flows               HTML    231K 
111: R7          Nature of Business Operations                       HTML     59K  
80: R8          Summary of Significant Accounting Policies          HTML     89K 
65: R9          Discontinued Operations                             HTML    122K 
163: R10         Joint Venture Investment                            HTML     60K  
128: R11         Segment and Geographical Information                HTML    204K  
127: R12         Derivative Financial Instruments and Hedging        HTML    152K  
                Activities                                                       
138: R13         Fair Value Measurements                             HTML     94K  
139: R14         Timberland Acquisitions                             HTML     75K  
133: R15         Other Assets                                        HTML     64K  
141: R16         Income Taxes                                        HTML    191K  
113: R17         Earnings Per Common Share                           HTML    103K  
123: R18         Inventory                                           HTML     64K  
131: R19         Debt                                                HTML    137K  
176: R20         Shareholders' Equity                                HTML    198K  
153: R21         Accumulated Other Comprehensive Income/(Loss)       HTML    109K  
103: R22         Other Operating Income, Net                         HTML     71K  
130: R23         Liabilities for Dispositions and Discontinued       HTML     66K  
                Operations                                                       
107: R24         Contingencies                                       HTML     64K  
49: R25         Guarantees                                          HTML     61K 
155: R26         Commitments                                         HTML     82K  
168: R27         Incentive Stock Plans                               HTML    180K  
74: R28         Employee Benefit Plans                              HTML    321K 
73: R29         Quarterly Results for 2014 and 2013 (Unaudited)     HTML    211K 
78: R30         Consolidating Financial Statements                  HTML   1.42M 
79: R31         Schedule II - Valuation and Qualifying Accounts     HTML     79K 
81: R32         Summary of Significant Accounting Policies          HTML    212K 
                (Policies)                                                       
30: R33         Discontinued Operations (Tables)                    HTML    116K 
150: R34         Joint Venture Investment (Tables)                   HTML     55K  
99: R35         Segment and Geographical Information Segment and    HTML    219K 
                Geographical Information (Tables)                                
104: R36         Derivative Financial Instruments and Hedging        HTML    138K  
                Activities (Tables)                                              
56: R37         Fair Value Measurements (Tables)                    HTML     88K 
175: R38         Timberland Acquisitions (Tables)                    HTML     73K  
15: R39         Other Assets (Tables)                               HTML     58K 
85: R40         Income Taxes (Tables)                               HTML    186K 
159: R41         Earnings Per Common Share (Tables)                  HTML    106K  
53: R42         Inventory (Tables)                                  HTML     62K 
72: R43         Debt (Tables)                                       HTML    116K 
77: R44         Shareholders' Equity (Tables)                       HTML    194K 
89: R45         Accumulated Other Comprehensive Income/(Loss)       HTML    108K 
                (Tables)                                                         
29: R46         Other Operating Income, Net (Tables)                HTML     70K 
64: R47         Liabilities for Dispositions and Discontinued       HTML     63K 
                Operations (Tables)                                              
20: R48         Guarantees (Tables)                                 HTML     62K 
157: R49         Commitments (Tables)                                HTML     76K  
51: R50         Incentive Stock Plans (Tables)                      HTML    163K 
152: R51         Employee Benefit Plans (Tables)                     HTML    340K  
57: R52         Quarterly Results for 2014 and 2013 (Unaudited)     HTML    209K 
                (Tables)                                                         
86: R53         Consolidating Financial Statements (Tables)         HTML   1.43M 
18: R54         Nature of Business Operations (Narrative)           HTML     54K 
                (Details)                                                        
25: R55         Nature of Business Operations - Southern, Pacific   HTML     70K 
                Northwest and New Zealand Timber (Narrative)                     
                (Details)                                                        
76: R56         Summary of Significant Accounting Policies -        HTML     52K 
                Principles of Consolidation (Details)                            
37: R57         Summary of Significant Accounting Policies - Cash   HTML     53K 
                and Cash Equivalents (Details)                                   
164: R58         Summary of Significant Accounting Policies -        HTML     49K  
                Prepaid Logging Roads (Details)                                  
97: R59         Summary of Significant Accounting Policies -        HTML     59K 
                Property, Plant, Equipment and Depreciation                      
                (Details)                                                        
135: R60         Summary of Significant Accounting Policies -        HTML     52K  
                Employee Benefit Plans (Details)                                 
62: R61         Summary of Significant Accounting Policies -        HTML     49K 
                Reclassifications (Details)                                      
68: R62         Summary of Significant Accounting Policies -        HTML     50K 
                Subsequent Events (Details)                                      
147: R63         Discontinued Operations - Narrative (Details)       HTML    119K  
142: R64         Discontinued Operations - Summary of Discontinued   HTML    108K  
                Operations (Details)                                             
102: R65         Discontinued Operations - Interest Expense          HTML     53K  
                Allocated to Discontinued Operations (Details)                   
145: R66         Discontinued Operations - Depreciation,             HTML     60K  
                Amortization, and Capital Expenditures (Details)                 
58: R67         Discontinued Operations - Major Classes of          HTML    115K 
                Performance Fibers Assets and Liabilities                        
                (Details)                                                        
108: R68         Discontinued Operations - Elimination of            HTML     52K  
                Intercompany Hardwood Purchases (Details)                        
167: R69         Discontinued Operations - Major Classes of Wood     HTML     68K  
                Product Assets and Liabilities Sold (Details)                    
23: R70         Discontinued Operations - Reconciliation of         HTML     70K 
                Discontinued Operations (Details)                                
48: R71         Joint Venture Investment - Narrative (Details)      HTML     93K 
87: R72         Joint Venture Investment - Pro Forma Sales and Net  HTML     53K 
                Income (Details)                                                 
35: R73         Segment and Geographical Information - Narrative    HTML     50K 
                (Details)                                                        
173: R74         Segment and Geographical Information - Schedule of  HTML     94K  
                Segment Revenue (Details)                                        
54: R75         Segment and Geographical Information - Schedule of  HTML     83K 
                Segment Operating Income (Loss) (Details)                        
40: R76         Segment and Geographical Information - Schedule of  HTML    100K 
                Gross Capital Expenditures (Details)                             
47: R77         Segment and Geographical Information - Schedule     HTML     78K 
                Depreciation, Depletion and Amortization (Details)               
26: R78         Schedule of the Non-cash Cost of Land Sold          HTML     71K 
                (Details)                                                        
31: R79         Segment and Geographical Information - Schedule of  HTML    105K 
                Sales by Product Line (Details)                                  
124: R80         Geographical Operating Information (Details)        HTML     95K  
45: R81         Narrative (Details)                                 HTML     69K 
165: R82         Derivative Financial Instruments and Hedging        HTML     81K  
                Activities - Schedule of derivatives on the                      
                Consolidated Statements of Income and                            
                Comprehensive Income (Details)                                   
83: R83         Derivative Financial Instruments and Hedging        HTML     69K 
                Activities - Schedule of Notional Amounts of                     
                Outstanding Derivative Positions (Details)                       
132: R84         Derivative Financial Instruments and Hedging        HTML    110K  
                Activities - Schedule of Derivative Instruments in               
                Statement of Financial Position (Details)                        
144: R85         Fair Value Measurements Carrying Amounts and Fair   HTML    132K  
                Values (Details)                                                 
42: R86         Timberland Acquisitions (Narrative) (Details)       HTML     68K 
46: R87         Timberland Acquisitions - Summary of Timberland     HTML     86K 
                Acquisitions (Details)                                           
162: R88         Other Assets (Narrative) (Details)                  HTML     74K  
36: R89         Other Assets Other Assets - Changes in Goodwill     HTML     61K 
                (Details)                                                        
125: R90         Income Taxes - AFMC and CBPC - Narrative (Details)  HTML     67K  
116: R91         Income Taxes - Schedule of Components of Income     HTML     93K  
                Tax Expense (Benefit) (Details)                                  
148: R92         Income Taxes - Schedule of Effective Income Tax     HTML    140K  
                Rate Reconciliation (Details)                                    
115: R93         Income Taxes - Provision for Income Taxes from      HTML     72K  
                Discontinued Operations - Narrative (Details)                    
94: R94         Income Taxes - Schedule of Deferred Tax Assets and  HTML    119K 
                Liabilities (Details)                                            
156: R95         Income Taxes - Summary of Operating Loss and Tax    HTML     70K  
                Credit Carryforwards (Details)                                   
90: R96         Income Taxes - Deferred Taxes - Narrative           HTML     52K 
                (Details)                                                        
55: R97         Income Taxes - Summary of Income Tax Contingencies  HTML     59K 
                (Details)                                                        
105: R98         Income Taxes - Unrecognized Tax Benefits -          HTML     85K  
                Narrative (Details)                                              
98: R99         Income Taxes - Summary of Income Tax Examinations   HTML     72K 
                (Details)                                                        
75: R100        Earnings Per Common Share Schedule of Earnings Per  HTML    156K 
                Share, Basic and Diluted (Details)                               
177: R101        Earnings Per Common Share Schedule of Antidilutive  HTML     66K  
                Shares Excluded from the Computation of Diluted                  
                Earnings Per Share (Details)                                     
146: R102        Earnings Per Common Share Earnings Per Share        HTML     75K  
                Footnote (Details)                                               
114: R103        Inventory (Details)                                 HTML     80K  
28: R104        Debt - Schedule of Long-Term Debt (Details)         HTML    108K 
158: R105        Debt - Schedule of Maturities of Long-term Debt     HTML     86K  
                (Details)                                                        
166: R106        Debt - Term Credit Agreement (Narrative) (Details)  HTML     71K  
160: R107        Debt - Revolving Credit Facility (Narrative)        HTML     80K  
                (Details)                                                        
109: R108        Debt - Joint Venture Debt (Narrative) (Details)     HTML     52K  
38: R109        Debt - Senior Secured Facilities Agreement          HTML     61K 
                (Narrative) (Details)                                            
137: R110        Debt - Senior Secured Facilities Agreement -        HTML     87K  
                Revolving Credit Facility (Narrative) (Details)                  
60: R111        Debt - Senior Secured Facilities Agreement -        HTML     57K 
                Working Capital Facility (Narrative) (Details)                   
17: R112        Debt - Shareholder Loan (Narrative) (Details)       HTML     54K 
92: R113        Debt - 3.75% Senior Notes issued March 2012         HTML     57K 
                (Narrative) (Details)                                            
84: R114        Debt - $105 Million Secured Mortgage Notes Assumed  HTML     84K 
                (Narrative) (Details)                                            
154: R115        Debt - 4.50% Senior Exchangeable Notes issued       HTML    112K  
                August 2009 (Narrative) (Details)                                
67: R116        Debt - Schedule of Convertible Debt (Details)       HTML     69K 
170: R117        Debt - Interest Related to Convertible Debt         HTML     70K  
                (Details)                                                        
32: R118        Debt - Debt Covenants (Narrative) (Details)         HTML     76K 
120: R119        Shareholders' Equity Schedule of Stockholders       HTML    242K  
                Equity (Details)                                                 
143: R120        Shareholders' Equity Tax Characteristics of Cash    HTML     59K  
                Dividend (Details)                                               
21: R121        Accumulated Other Comprehensive Income/(Loss) -     HTML    135K 
                Schedule of Accumulated Other Comprehensive Income               
                (Loss) (Details)                                                 
117: R122        Accumulated Other Comprehensive Income/(Loss) -     HTML     98K  
                Reclassifications (Details)                                      
106: R123        Other Operating Income, Net (Details)               HTML     78K  
24: R124        Liabilities for Dispositions and Discontinued       HTML     72K 
                Operations - Schedule of Change in Environmental                 
                Loss Contingencies (Details)                                     
122: R125        Contingencies Narrative (Details)                   HTML     53K  
172: R126        Guarantees (Details)                                HTML     72K  
33: R127        Commitments (Details)                               HTML    152K 
69: R128        Incentive Stock Plans Incentive Stock Plans -       HTML     93K 
                Narrative (Details)                                              
149: R129        Incentive Stock Plans - Restricted Stock -          HTML     73K  
                Narrative (Details)                                              
171: R130        Incentive Stock Plans - Summary of Restricted       HTML     71K  
                Shares (Details)                                                 
101: R131        Incentive Stock Plans - Schedule of Restricted      HTML     83K  
                Stock Activity (Details)                                         
118: R132        Incentive Stock Plans - Performance Share Units -   HTML     64K  
                Narrative (Details)                                              
34: R133        Incentive Stock Plans - Summary of Performance      HTML     70K 
                Shares (Details)                                                 
39: R134        Incentive Stock Plans - Schedule of Performance     HTML     88K 
                Share Activity (Details)                                         
91: R135        Incentive Stock Plans - Schedule of Assumptions     HTML     67K 
                used for Performance Shares (Details)                            
71: R136        Incentive Stock Plans - Non-Qualified Employee      HTML     64K 
                Stock Options - Narrative (Details)                              
140: R137        Incentive Stock Plans - Schedule of Assumptions     HTML     84K  
                Used to Determine Fair Value, Options (Details)                  
95: R138        Incentive Stock Plans - Schedule of Stock Option    HTML    118K 
                Activity (Details)                                               
66: R139        Incentive Stock Plans - Summary of Additional       HTML     57K 
                Information for Stock Options (Details)                          
96: R140        Employee Benefit Plans - Narrative (Details)        HTML    104K 
50: R141        Employee Benefit Plans - Change in PBO and Assets   HTML    174K 
                and Reconciliations (Details)                                    
16: R142        Employee Benefit Plans - Other Comprehensive        HTML     96K 
                Income (Details)                                                 
151: R143        Employee Benefit Plans - Accumulated Other          HTML     82K  
                Comprehensive Income (Details)                                   
129: R144        Employee Benefit Plans - Accumulated Benefit        HTML     59K  
                Obligations (Details)                                            
43: R145        Employee Benefit Plans - Net Periodic Benefit Cost  HTML    114K 
                (Details)                                                        
119: R146        Employee Benefit Plans - AOCI Amortization in Next  HTML     62K  
                Fiscal Year (Details)                                            
100: R147        Employee Benefit Plans - Assumptions Used in        HTML     93K  
                Calculations (Details)                                           
41: R148        Employee Benefit Plans - Effect of 0.5% Change in   HTML     64K 
                Discount Rate and Long-term Return on Assets                     
                (Details)                                                        
44: R149        Employee Benefit Plans - Expected Health Care Cost  HTML     73K 
                Trend Rates (Details)                                            
134: R150        Employee Benefit Plans - Investment of Plan Assets  HTML     91K  
                (Details)                                                        
61: R151        Employee Benefit Plans - Fair Value Measurements    HTML    115K 
                (Details)                                                        
19: R152        Employee Benefit Plans - Expected Benefit Payments  HTML     77K 
                (Details)                                                        
110: R153        Employee Benefit Plans - Defined Contribution       HTML     63K  
                Plans - Narrative (Details)                                      
136: R154        Quarterly Results for 2014 and 2013 (Unaudited)     HTML    202K  
                (Details)                                                        
27: R155        Consolidating Financial Statements - Narrative      HTML     68K 
                (Details)                                                        
52: R156        Consolidating Financial Statements - Condensed      HTML    649K 
                Consolidating Statements of Income and                           
                Comprehensive Income (Details)                                   
174: R157        Consolidating Financial Statements - Condensed      HTML    556K  
                Consolidating Balance Sheets (Details)                           
59: R158        Consolidating Financial Statements - Condensed      HTML    535K 
                Consolidating Statements of Cash Flow (Details)                  
82: R159        Schedule II - Valuation and Qualifying Accounts     HTML     85K 
                (Details)                                                        
169: XML         IDEA XML File -- Filing Summary                      XML    297K  
22: EXCEL       IDEA Workbook of Financial Reports                  XLSX    730K 
70: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   7.83M 
 9: EX-101.INS  XBRL Instance -- ryn-20141231                        XML  11.04M 
11: EX-101.CAL  XBRL Calculations -- ryn-20141231_cal                XML    535K 
12: EX-101.DEF  XBRL Definitions -- ryn-20141231_def                 XML   2.04M 
13: EX-101.LAB  XBRL Labels -- ryn-20141231_lab                      XML   3.70M 
14: EX-101.PRE  XBRL Presentations -- ryn-20141231_pre               XML   2.67M 
10: EX-101.SCH  XBRL Schema -- ryn-20141231                          XSD    414K 
63: ZIP         XBRL Zipped Folder -- 0000052827-15-000006-xbrl      Zip    742K 


‘R24’   —   Contingencies


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v2.4.1.9
Contingencies
12 Months Ended
Commitments and Contingencies Disclosure [Abstract]  
Contingencies
CONTINGENCIES
Following our November 10, 2014 announcement that we intended to file restated interim financial statements for the quarterly periods ended March 31, 2014 and June 30, 2014 (the “November 2014 Announcement”), shareholders of the Company filed five putative class actions against the Company and four of its current and former officers and directors (together, the “Defendants”) arising from circumstances described in the November 2014 Announcement, entitled respectively:
Sating v. Rayonier Inc. et al, Civil Action No. 3:14-cv-01395; filed November 12, 2014 in the United States District Court for the Middle District of Florida;
Keasler v. Rayonier Inc. et al, Civil Action No. 3:14-cv-01398, filed November 13, 2014 in the United States District Court for the Middle District of Florida;
Lake Worth Firefighters Pension Trust Fund v. Rayonier Inc. et al, Civil Action No. 3:14-cv-01403, filed November 13, 2014 in the United States District Court for the Middle District of Florida;
Christie v. Rayonier Inc. et al, Civil Action No. 3:14-cv-01429, filed November 21, 2014 in the United States District Court for the Middle District of Florida; and
Brown v. Rayonier Inc. et al, Civil Action No. 1:14-cv-08986, initially filed in the United States District Court for the Southern District of New York and later transferred to the United States District Court for the Middle District of Florida and assigned as Civil Action No. 3:14-cv-01474.
On January 9, 2015, the five Securities Actions were consolidated into one putative class action entitled In re Rayonier Inc. Securities Litigation, Case No. 3:14-cv-1395-TJC-JBT in the United States District Court for the Middle District of Florida. The plaintiffs allege that the Defendants made false and/or misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The plaintiffs seek unspecified monetary damages and attorneys’ fees and costs. Two shareholders, the Pension Trust Fund for Operating Engineers and the Lake Worth Firefighters’ Pension Trust Fund moved for appointment as lead plaintiff on January 12, 2015. In that motion, the lead plaintiff movants asserted that the class period should be July 22, 2013 to November 7, 2014. At this preliminary stage, the Company cannot determine whether there is a reasonable possibility that a loss has been incurred nor can we estimate the range of any potential loss. On February 25, 2015, the court appointed the Pension Trust Fund for Operating Engineers and the Lake Worth Firefighters’ Pension Trust Fund as lead plaintiffs in the case.
On November 26, 2014, December 29, 2014, January 26, 2015, and February 13, 2015, the Company received separate letters from shareholders requesting that the Company investigate or pursue derivative claims against certain officers and directors related to the November 2014 announcement. Although these demands do not identify any claims against the Company, the Company could potentially incur certain obligations to advance expenses and provide indemnification to certain current and former officers and directors of the Company. The Company may also incur expenses as a result of any costs arising from the investigation of the claims alleged in the various demands. At this preliminary stage, we cannot predict the ultimate outcome of these matters, nor can we estimate the range of potential expenses the Company may incur as a result of the obligations identified above.
In November 2014, the Company received a subpoena from the United States Securities and Exchange Commission (the “SEC”) seeking documents related to the Company’s amended reports filed with the SEC on November 10, 2014. The Company is cooperating with the SEC and complying with the subpoena. The Company does not currently believe that the investigation will have a material impact on the Company’s results of operations, cash flows or financial condition, but cannot predict the timing or outcome of the SEC investigation.
The Company has also been named as a defendant in various other lawsuits and claims arising in the normal course of business. While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its businesses, it has in certain cases retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flow.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/2/158-K
2/25/15
2/13/15SC 13G
1/26/15
1/12/15
1/9/15
For Period end:12/31/1411-K,  4,  ARS
12/29/148-K
11/26/14
11/21/144
11/13/14
11/12/14
11/10/1410-K/A,  10-Q,  10-Q/A,  3,  8-K,  8-K/A
11/7/14
6/30/1410-Q,  10-Q/A,  3,  4,  8-K
3/31/1410-Q,  10-Q/A,  DEF 14A,  DEFA14A
7/22/133,  4
 List all Filings 
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Filing Submission 0000052827-15-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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