1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(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, 1998

                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ........... TO ............



                          COMMISSION FILE NUMBER 1-6780


                                  RAYONIER INC.



                   Incorporated in the State of North Carolina
                I.R.S. Employer Identification Number l3-2607329


              l177 Summer Street, Stamford, Connecticut 06905-5529
                          (Principal Executive Office)

                        Telephone Number: (203) 348-7000



Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months and (2) has been subject to such filing requirements for
the past 90 days.

YES (X) NO ( )


As of August 3, 1998, there were 28,172,309 Common Shares of the Registrant
outstanding.
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                                  RAYONIER INC.

                                TABLE OF CONTENTS


PAGE ---- PART I. FINANCIAL INFORMATION Item l. Financial Statements Statements of Consolidated Income for the Three Months and Six Months Ended June 30, 1998 and 1997 1 Consolidated Balance Sheets as of June 30, 1998 and December 3l, 1997 2 Statements of Consolidated Cash Flows for the Six Months Ended June 30, 1998 and 1997 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5-7 Item 3. Selected Operating Data 8 Selected Supplemental Financial Data 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 10 Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 10 Signature 10 Exhibit Index 11
i 3 PART I. FINANCIAL INFORMATION ITEM L. FINANCIAL STATEMENTS The following unaudited financial statements reflect, in the opinion of Rayonier Inc. (Rayonier or the Company), all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results of operations, the financial position and the cash flows for the periods presented. For a full description of accounting policies, please refer to Notes to Consolidated Financial Statements in the l997 Annual Report on Form l0-K. RAYONIER INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 1998 1997 1998 1997 --------- --------- --------- --------- SALES $ 254,011 $ 290,073 $ 479,425 $ 550,211 --------- --------- --------- --------- Costs and expenses Cost of sales 210,301 240,360 394,480 450,141 Selling and general expenses 9,412 9,729 17,759 20,234 Other operating income, net (874) (1,091) (2,143) (1,712) --------- --------- --------- --------- 218,839 248,998 410,096 468,663 --------- --------- --------- --------- OPERATING INCOME 35,172 41,075 69,329 81,548 Interest expense (9,072) (6,051) (16,984) (11,907) Interest and miscellaneous income, net 202 557 497 954 Minority interest -- (6,208) -- (14,287) --------- --------- --------- --------- Income before income taxes 26,302 29,373 52,842 56,308 Provision for income taxes (7,862) (9,612) (16,206) (18,151) --------- --------- --------- --------- NET INCOME $ 18,440 $ 19,761 $ 36,636 $ 38,157 ========= ========= ========= ========= NET INCOME PER COMMON SHARE Basic EPS $ 0.65 $ 0.68 $ 1.29 $ 1.31 ========= ========= ========= ========= Diluted EPS $ 0.64 $ 0.67 $ 1.27 $ 1.29 ========= ========= ========= =========
1 4 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (THOUSANDS OF DOLLARS)
ASSETS June 30, December 31, 1998 1997 ---------- ---------- CURRENT ASSETS Cash and short-term investments $ 15,622 $ 10,661 Accounts receivable, less allowance for doubtful accounts of $4,514 and $4,481 115,174 115,704 Inventories Finished goods 48,376 51,398 Work in process 18,072 17,491 Raw materials 18,633 19,740 Manufacturing and maintenance supplies 25,426 25,519 ---------- ---------- Total inventories 110,507 114,148 Timber purchase agreements 39,358 31,758 Other current assets 11,285 13,955 Deferred income taxes 21,144 24,288 ---------- ---------- Total current assets 313,090 310,514 OTHER ASSETS 63,966 55,791 TIMBER PURCHASE AGREEMENTS 28,398 28,248 TIMBER, TIMBERLANDS AND LOGGING ROADS, NET OF DEPLETION AND AMORTIZATION 548,639 497,110 PROPERTY, PLANT AND EQUIPMENT Land, buildings, machinery and equipment 1,297,044 1,266,431 Less - accumulated depreciation 594,931 562,536 ---------- ---------- 702,113 703,895 ---------- ---------- $1,656,206 $1,595,558 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 63,998 $ 74,269 Bank loans and current maturities 3,963 4,194 Accrued taxes 16,703 10,973 Accrued payroll and benefits 22,957 18,694 Accrued interest 7,274 6,076 Other current liabilities 41,651 66,085 Current reserves for dispositions and discontinued operations 26,587 26,247 ---------- ---------- Total current liabilities 183,133 206,538 DEFERRED INCOME TAXES 112,810 113,442 LONG-TERM DEBT 516,439 421,325 NON-CURRENT RESERVES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS 165,450 172,615 OTHER NON-CURRENT LIABILITIES 33,267 31,997 MINORITY INTEREST -- 16,959 SHAREHOLDERS' EQUITY Common Shares, 60,000,000 shares authorized, 28,193,693 and 28,283,634 shares issued and outstanding 95,504 102,175 Retained earnings 549,603 530,507 ---------- ---------- 645,107 632,682 ---------- ---------- $1,656,206 $1,595,558 ========== ==========
2 5 RAYONIER INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) (THOUSANDS OF DOLLARS)
Six Months Ended June 30, -------------- 1998 1997 --------- --------- OPERATING ACTIVITIES Net income $ 36,636 $ 38,157 Non-cash items included in income Depreciation, depletion and amortization 47,760 47,572 Deferred income taxes 8 10,893 Increase in other non-current liabilities 1,270 809 Change in accounts receivable, inventories and accounts payable (6,100) 16,632 (Increase) decrease in current timber purchase agreements (7,600) 9,018 Decrease in other current assets 2,670 460 Decrease in accrued liabilities (13,243) (12,414) --------- --------- CASH FROM OPERATING ACTIVITIES 61,401 111,127 --------- --------- INVESTING ACTIVITIES Capital expenditures, net of sales and retirements of $2,186 and $240 (48,686) (76,933) Acquisition of Rayonier Timberlands, L.P.Class A Units (48,821) -- Expenditures for dispositions and discontinued operations, net of tax benefits of $2,504 and $5,707 (4,321) (9,817) Change in timber purchase agreements and other assets (8,325) 1,206 --------- --------- CASH USED FOR INVESTING ACTIVITIES (110,153) (85,544) --------- --------- FINANCING ACTIVITIES Issuance of debt 183,910 139,682 Repayments of debt (89,027) (120,162) Dividends paid (17,539) (17,454) Repurchase of Common Shares (8,710) (23,145) Issuance of Common Shares 2,038 1,407 Buyout of minority interest (16,959) (590) --------- --------- CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 53,713 (20,262) --------- --------- CASH AND SHORT-TERM INVESTMENTS Increase in cash and short term investments 4,961 5,321 Balance, beginning of period 10,661 3,432 --------- --------- Balance, end of period $ 15,622 $ 8,753 ========= ========= Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 15,980 $ 14,386 ========= ========= Income taxes $ 11,718 $ 3,693 ========= =========
3 6 RAYONIER INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) 1. EARNINGS PER COMMON SHARE In 1997, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." The following table provides details of the calculation of basic and diluted EPS for the three and six months ended June 30, 1998 and 1997.
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Net Income $ 18,440 $ 19,761 $ 36,636 $ 38,157 =========== =========== =========== =========== Shares used for determining basic EPS 28,273,886 28,958,213 28,290,854 29,094,176 Dilutive effect of: Stock options 337,795 351,933 312,159 304,595 Contingent shares 231,084 223,500 231,084 223,500 ----------- ----------- ----------- ----------- Shares used for determining diluted EPS 28,842,765 29,533,646 28,834,097 29,622,271 =========== =========== =========== =========== Basic EPS $ 0.65 $ 0.68 $ 1.29 $ 1.31 =========== =========== =========== =========== Diluted EPS $ 0.64 $ 0.67 $ 1.27 $ 1.29 =========== =========== =========== ===========
2. NEW ACCOUNTING STANDARD In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. SFAS No.133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. SFAS No.133 is effective for fiscal years beginning after June 15, 1999, but may be adopted as of the beginning of any fiscal quarter after issuance. SFAS No.133 is not expected to have a material impact on the Company's consolidated financial position or results of operations. 4 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The sales and operating income of Rayonier's business segments for the three and six months ended June 30, 1998 and 1997 were as follows (thousands of dollars):
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 1998 1997 1998 1997 --------- --------- --------- --------- SALES TIMBER AND WOOD PRODUCTS Trading and merchandising $ 52,849 $ 77,573 $ 88,006 $ 134,310 Timberlands management 50,022 44,145 101,892 93,659 Wood products 32,276 38,637 61,483 68,300 Intrasegment eliminations (3,226) (5,631) (5,824) (11,918) --------- --------- --------- --------- Total Timber and Wood Products 131,921 154,724 245,557 284,351 --------- --------- --------- --------- SPECIALTY PULP PRODUCTS Chemical cellulose 75,786 86,850 143,531 167,066 Fluff and specialty paper pulps 46,784 39,963 91,898 83,157 --------- --------- --------- --------- Total Specialty Pulp Products 122,570 126,813 235,429 250,223 --------- --------- --------- --------- Intersegment eliminations (480) (353) (1,561) (978) --------- --------- --------- --------- Total before dispositions 254,011 281,184 479,425 533,596 Dispositions -- 8,889 -- 16,615 --------- --------- --------- --------- Total sales $ 254,011 $ 290,073 $ 479,425 $ 550,211 ========= ========= ========= ========= OPERATING INCOME Timber and Wood Products $ 30,840 $ 35,044 $ 60,476 $ 68,691 Specialty Pulp Products 7,693 9,024 15,585 21,411 Corporate and other (3,637) (4,203) (6,712) (8,347) Intersegment eliminations 276 39 (20) 151 --------- --------- --------- --------- Total before dispositions 35,172 39,904 69,329 81,906 Dispositions -- 1,171 -- (358) --------- --------- --------- --------- Total operating income $ 35,172 $ 41,075 $ 69,329 $ 81,548 ========= ========= ========= =========
RESULTS OF OPERATIONS SALES AND OPERATING INCOME Sales for the second quarter of 1998 were $254 million, $36 million or 12 percent lower than the second quarter of 1997. Sales for the six months ended June 30, 1998 of $479 million were $71 million or 13 percent lower than the prior year. Sales declined primarily due to sharply reduced Asian demand for logs, lower chemical cellulose volume, decreased lumber selling prices and the absence of disposition sales from the Company's Port Angeles pulp mill, permanently closed in February 1997. Operating income for the second quarter of 1998 of $35 million was $6 million less than the prior year. Operating income for the six month period was $69 million, $12 million or 15 percent less than the prior year, as a result of losses from the Company's medium-density fiberboard (MDF) plant, lower lumber margins and unfavorable pulp sales mix and volume. Adverse weather conditions in the first half of the year also disrupted production schedules and raised the cost of wood fiber at the Company's pulp and sawmills. 5 8 TIMBER AND WOOD PRODUCTS Timber and Wood Products' sales for the three month period ended June 30, 1998 were $132 million, $23 million below last year's results. Sales for the six month period were $246 million, $39 million below 1997, reflecting lower log trading activity in Asian markets. Operating income for the quarter of $31 million was $4 million lower than the same period last year. Year to date operating income of $60 million was $8 million lower than 1997, as strong Southeast U.S. timber earnings were more than offset by lower lumber margins, and losses at the Company's MDF plant in New Zealand, which began commercial operations October 1, 1997. Trading and merchandising sales of $88 million were $46 million lower than 1997, reflecting significantly reduced North American and New Zealand export log volumes and selling prices resulting from a stronger U.S. dollar and weakness in Asian wood markets. Operating income was slightly lower than 1997. Timberlands management sales of $102 million were $8 million above last year due to higher timber prices, volumes and land sales in the Southeast U.S. Operating income improved $10 million from 1997 as a result of the strong Southeast U.S. timber market, due to unusually wet weather conditions early in the year that led to restricted supply, and increased land sales. Wood products sales of $62 million were $7 million lower than 1997. Operating income declined $17 million from 1997 as a result of lower sales prices and higher log costs affecting lumber, and losses from the MDF business, as it continued to develop markets and increase production. SPECIALTY PULP PRODUCTS Sales of Specialty Pulp Products were $123 million compared to $127 million for last year's second quarter. Sales for the first six months of 1998 were $235 million, $15 million lower than 1997. The decline was primarily due to lower sales volumes and an unfavorable sales mix, due to reduced customer demand for chemical cellulose pulps. Operating income for the first six months was $16 million, a decrease of $6 million from 1997, as a result of lower volumes for chemical cellulose, higher wood costs and production shortfalls. OTHER INCOME / EXPENSE Interest expense was $17 million for the first six months of 1998, $5 million higher than 1997, reflecting lower capitalized interest following start up of the MDF plant and interest expense associated with the $66 million purchase of the publicly traded Class A Units of the Company's U.S. timberlands partnership in January. Elimination of the minority interest in the partnership contributed approximately $16 million to pretax earning in the first six months of 1998, partially offset by higher interest and depletion costs. The effective tax rate of 30.7 percent for the first half of 1998 is lower than the first half 1997 effective rate of 32.2 percent due to R & D tax credits recognized in the current year. NET INCOME Net income for the second quarter was $18.4 million or $0.64 per Common Share, compared to $19.8 million, or $0.67 cents per Common Share in 1997. Net income for the six months ended June 30, 1998 was $36.6 million or $1.27 per Common Share, slightly below the $38.2 million, or $1.29 per Common Share earned last year. OTHER ITEMS Preliminary indications are that forest fires in the Southeast U.S. in early July affected approximately 26,000 acres of Rayonier timberland. As a result, the Company expects to take a writedown in the third quarter of approximately $5 million pretax, 10 cents per share after-tax, for the book value of destroyed immature timber. In addition, second-half earnings will be negatively impacted by the sale of lower-priced, fire damaged timber. Earnings for the year are now projected to be lower than last year as the Company faces difficult market conditions in the second half for Specialty Pulp, and for timber and wood products in New Zealand, because of the Asian economic situation. The Company may take some market-related downtime in Specialty Pulp and MDF. Southeast U.S. timber markets, which were strong in the first half, will be temporarily affected by a glut of fire-damaged timber. Markets are reasonably good for U.S. wood products and Northwest timber, although Northwest timber volumes are typically lower in the second half of the year. 6 9 In January 1998, Rayonier acquired all of the publicly traded Class A Units of its master limited partnership, Rayonier Timberlands, L.P., for a cash purchase price of $13.00 per unit. The acquisition was accounted for under the purchase method and was financed by the utilization of existing credit facilities. LIQUIDITY AND CAPITAL RESOURCES Cash flow from operating activities of $61 million for the first six months of 1998 decreased $50 million from 1997 as a result of increased working capital requirements. EBITDA (defined as earnings from continuing operations before significant non-recurring items, provision for dispositions, interest expense, income taxes and depreciation, depletion and amortization) for the first six months of 1998 of $118 million increased $2 million from 1997 results. Cash from operating activities and additional borrowings helped to finance capital expenditures of $51 million, dividends of $18 million and the repurchase of Common Shares for $9 million. The Company also increased its borrowings to finance the $66 million acquisition of the outstanding publicly traded Class A Unit minority interest in Rayonier Timberlands L.P. The Company repurchased 190,294 of its shares during the first six months of 1998 at an average cost of $45.77. Over the same period of 1997, in connection with an expanded one-year repurchase program, the Company repurchased 579,100 shares at an average cost of $39.97 per share for $23 million. In July 1998, the Company increased the number of common shares authorized to be repurchased by 200,000. Second quarter ending debt was $520 million and the debt-to-capital-ratio was 44.7 percent compared to 40.2 percent at December 31, 1997. The Company has unsecured credit facilities totaling $300 million, which were used for direct borrowings of $40 million and as support for $150 million of outstanding commercial paper. As of June 30, 1998, the Company had $110 million of available borrowings under its revolving credit facilities. In addition, through currently effective shelf registration statements filed with the Securities and Exchange Commission, the Company may offer up to $100 million of new public debt securities. The Company believes that internally generated funds, combined with available external financing, will enable Rayonier to fund capital expenditures, share repurchases, working capital and other liquidity needs for the foreseeable future. SAFE HARBOR Comments about anticipated earnings and activities in the second half of the year are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Changes in the following important factors, among others, could cause actual results to differ materially from those expressed in the forward-looking statements: changes in the estimates of fire damage; additional fires and other adverse weather conditions in the Company's operating areas; competitive products and pricing, as well as fluctuations in demand, particularly for specialty fluff pulps, export and domestic logs, and wood products; the impact of such market factors on the Company's timber sales in the U.S. and New Zealand; the impact of Asian market conditions on prices and volumes; production costs for MDF and for specialty pulps, particularly for raw materials and chemicals; governmental policies and regulations affecting the environment, import and export controls and taxes; and interest rate and currency movements. 7 10 ITEM 3. SELECTED OPERATING DATA
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 1998 1997 1998 1997 ---- ---- ---- ---- TIMBER AND WOOD PRODUCTS Trading volume North America logs, in millions of board feet 36 75 69 120 New Zealand logs, in thousands of cubic meters 225 288 376 525 Other logs, in thousands of cubic meters 51 58 89 191 Timber sales volume Northwest U.S., in millions of board feet 57 49 124 108 Southeast U.S., in thousands of short green tons 621 534 1,230 1,144 New Zealand, in thousands of cubic meters 244 288 370 499 Lumber sales volume, in millions of board feet 83 89 157 163 Medium-density fiberboard sales volume, 24 -- 37 -- in thousands of cubic meters Intercompany sales volume Northwest U.S. timber, in millions of board feet 3 4 5 10 Southeast U.S. timber, in thousands of short green tons 18 13 50 38 New Zealand timber in thousands of cubic meters 94 141 154 271 SPECIALTY PULP PRODUCTS Pulp sales volume (a) Chemical cellulose, in thousands of metric tons 86 100 163 189 Fluff and specialty paper pulp, in thousands of metric tons 89 80 175 161 Production as a percent of capacity 98.7% 98.4% 98.6% 98.6%
(a) Excludes 1997 second quarter and six months sales by the Port Angeles pulp mill of 9 and 18, respectively, for chemical cellulose and 1 and 5, respectively, for fluff and specialty paper pulp. 8 11 SELECTED SUPPLEMENTAL FINANCIAL DATA (thousand of dollars, except per share data)
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 1998 1997 1998 1997 -------- -------- --------- -------- GEOGRAPHICAL DATA (NON-U.S.) Sales New Zealand $ 16,545 $ 22,430 $ 27,611 $ 39,581 Other 4,977 7,077 8,113 15,607 -------- -------- --------- -------- Total $ 21,522 $ 29,507 $ 35,724 $ 55,188 ======== ======== ========= -------- Operating Income New Zealand $ (3,222) $ 2,179 $ (8,502) $ 2,390 Other (918) (925) (2,167) (1,942) -------- -------- --------- -------- Total $ (4,140) $ 1,254 $ (10,669) $ 448 ======== ======== ========= ======== TIMBERLANDS MANAGEMENT Sales Northwest U.S. $ 20,589 $ 20,450 $ 47,423 $ 46,820 Southeast U.S. 23,555 15,551 45,135 32,741 New Zealand 5,878 8,144 9,334 14,098 -------- -------- --------- -------- Total $ 50,022 $ 44,145 $ 101,892 $ 93,659 ======== ======== ========= ======== Operating Income Northwest U.S. $ 14,493 $ 15,037 $ 35,475 $ 36,597 Southeast U.S 17,965 11,084 34,342 22,927 New Zealand 2,446 2,104 3,101 3,304 -------- -------- --------- -------- Total $ 34,904 $ 28,225 $ 72,918 $ 62,828 ======== ======== --------- ======== EBITDA per Share Northwest U.S. $ 0.55 $ 0.52 $ 1.30 $ 1.26 Southeast U.S 0.73 0.45 1.37 0.94 New Zealand 0.18 0.17 0.26 0.29 -------- -------- --------- -------- Total $ 1.46 $ 1.14 $ 2.93 $ 2.49 ======== ======== ========= ========
9 12 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On April 20, 1998, the U.S. District Court for the Southern District of Georgia granted summary judgment in favor of Rayonier in the action brought by Powell-Duffryn Terminals which was reported in Rayonier's 10-K for 1997. The plaintiffs filed a notice of appeal on June 10, 1998 with the U.S. Court of Appeals for the Eleventh Circuit. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of the Company was held on May 15, 1998. At that meeting, three directors were elected as follows (there were no broker non-votes with respect to the election of directors):
Votes For Votes Withheld --------- -------------- Director of Class I, Term Expires in 2001: Ronald M. Gross 25,777,784 192,112 Katherine D. Ortega 25,774,844 195,052 Burnell R. Roberts 25,769,878 200,018
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) See Exhibit Index. (b) Rayonier Inc. did not file a report on Form 8-K during the quarter covered by this report. SIGNATURE Pursuant to the requirements of Section 13 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/ KENNETH P. JANETTE ---------------------------------------- Kenneth P. Janette Vice President and Corporate Controller August 14, 1998 (Chief Accounting Officer) 10 13 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION ----------- ----------- -------- 2 Plan of acquisition, reorganization, None arrangement, liquidation or succession 3.1 Amended and restated articles of incorporation No amendments 3.2 By-laws No amendments 4 Instruments defining the rights of security holders, Not required to be filed. The including indentures Registrant hereby agrees to file with the Commission a copy of any instrument defining the rights of holders of the Registrant's long-term debt upon request of the Commission. 10 Material contracts None 11 Statement re computation of per share earnings Not required to be filed 12 Statement re computation of ratios Filed herewith 15 Letter re unaudited interim financial information None 18 Letter re change in accounting principles None 19 Report furnished to security holders None 22 Published report regarding matters None submitted to vote of security holders 23 Consents of experts and counsel None 24 Power of attorney None 27 Financial data schedule Filed herewith 99 Additional exhibits None
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                                                                      EXHIBIT 12


                         RAYONIER INC. AND SUBSIDIARIES

                       RATIO OF EARNINGS TO FIXED CHARGES

                                   (UNAUDITED)
                             (THOUSANDS OF DOLLARS)

Six Months Ended June 30, -------------- 1998 1997 ------- ------- Earnings: Net Income $36,636 $38,157 Add: Income Taxes 16,206 18,151 Minority Interest -- 14,287 Amortization of Capitalized Interest 1,122 536 ------- ------- 53,964 71,131 Adjustments to Earnings for Fixed Charges: Interest and Other Financial Charges 16,984 11,907 Interest Factor Attributable to Rentals 987 1,094 ------- ------- 17,971 13,001 ------- ------- EARNINGS AS ADJUSTED $71,935 $84,132 ======= ======= Fixed Charges: Fixed Charges above $17,971 $13,001 Capitalized Interest 194 3,076 ------- ------- TOTAL FIXED CHARGES $18,165 $16,077 ======= ======= RATIO OF EARNINGS AS ADJUSTED TO TOTAL FIXED CHARGES 3.96 5.23 ======= =======
 

5 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 15,622 0 119,688 4,514 110,507 313,090 1,297,044 594,931 1,656,206 183,133 516,439 0 0 95,504 549,603 1,656,206 479,425 479,425 394,480 394,480 15,119 0 16,984 52,842 16,206 36,636 0 0 0 36,636 1.29 1.27