CONSOLIDATING FINANCIAL STATEMENTS

The condensed consolidating financial information below follows the same accounting policies as described in the consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interests in wholly-owned subsidiaries, which are eliminated upon consolidation, and the allocation of certain expenses of Rayonier Inc. incurred for the benefit of its subsidiaries.

In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022. In connection with these notes, the Company provides the following condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.

The subsidiary guarantors, Rayonier Operating Company LLC (“ROC”) and Rayonier TRS Holdings Inc., are wholly-owned by the Parent Company, Rayonier Inc. The notes are fully and unconditionally guaranteed on a joint and several basis by the guarantor subsidiaries.



	CONDENSED CONSOLIDATING STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME
	For the Three Months Ended September 30, 2015
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$151,657		—				$151,657
Costs and Expenses
Cost of sales	—			—			116,044			—			116,044
Selling and general expenses	—			4,412			6,277			—			10,689
Other operating expense (income), net	—			16			(2,871		)	—			(2,855		)
	—			4,428			119,450			—			123,878
OPERATING (LOSS) INCOME	—			(4,428		)	32,207			—			27,779
Interest expense	(3,227		)	(2,240		)	(2,114		)	—			(7,581		)
Interest and miscellaneous income (expense), net	1,980			583			(4,121		)	—			(1,558		)
Equity in income from subsidiaries	20,916			26,647			—			(47,563		)	—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	19,669			20,562			25,972			(47,563		)	18,640
Income tax benefit	—			354			187			—			541
NET INCOME	19,669			20,916			26,159			(47,563		)	19,181
Less: Net loss attributable to noncontrolling interest	—			—			(488		)	—			(488		)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	19,669			20,916			26,647			(47,563		)	19,669
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment	(8,662		)	(8,662		)	(13,370		)	17,324			(13,370		)
Cash flow hedges, net of income tax	(13,954		)	(13,954		)	(14,120		)	27,908			(14,120		)
Amortization of pension and postretirement plans, net of income tax	890			890			117			(1,007		)	890
Total other comprehensive loss	(21,726		)	(21,726		)	(27,373		)	44,225			(26,600		)
COMPREHENSIVE LOSS	(2,057		)	(810		)	(1,214		)	(3,338		)	(7,419		)
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(5,363		)	—			(5,363		)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC.		($2,057	)		($810	)		$4,149			($3,338	)		($2,056	)



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Three Months Ended September 30, 2014
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$149,829		—				$149,829
Costs and Expenses
Cost of sales	—			—			118,088			—			118,088
Selling and general expenses	—			3,488			5,318			—			8,806
Other operating income, net	—			(854		)	(8,290		)	—			(9,144		)
	—			2,634			115,116			—			117,750
OPERATING (LOSS) INCOME	—			(2,634		)	34,713			—			32,079
Interest expense	(3,685		)	(2,981		)	(2,900		)	—			(9,566		)
Interest and miscellaneous income (expense), net	1,799			554			(4,087		)	—			(1,734		)
Equity in income from subsidiaries	34,587			38,414			—			(73,001		)	—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	32,701			33,353			27,726			(73,001		)	20,779
Income tax benefit	—			1,234			10,046			—			11,280
NET INCOME	32,701			34,587			37,772			(73,001		)	32,059
Less: Net loss attributable to noncontrolling interest	—			—			(642		)	—			(642		)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	32,701			34,587			38,414			(73,001		)	32,701
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment	(27,317		)	(27,317		)	(37,738		)	54,495			(37,877		)
Cash flow hedges, net of income tax	(2,270		)	(2,272		)	(3,494		)	4,542			(3,494		)
Amortization of pension and postretirement plans, net of income tax	2,265			2,265			(4,120		)	1,855			2,265
Total other comprehensive loss	(27,322		)	(27,324		)	(45,352		)	60,892			(39,106		)
COMPREHENSIVE INCOME (LOSS)	5,379			7,263			(7,580		)	(12,109		)	(7,047		)
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(12,295		)	(131		)	(12,426		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$5,379			$7,263			$4,715			($11,978	)		$5,379



	CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Nine Months Ended September 30, 2015
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$407,764		—				$407,764
Costs and Expenses
Cost of sales	—			—			326,966			—			326,966
Selling and general expenses	—			15,691			18,624			—			34,315
Other operating income, net	—			(445		)	(15,122		)	—			(15,567		)
	—			15,246			330,468			—			345,714
OPERATING (LOSS) INCOME	—			(15,246		)	77,296			—			62,050
Interest expense	(9,564		)	(7,304		)	(7,740		)	—			(24,608		)
Interest and miscellaneous income (expense), net	5,787			1,956			(11,993		)	—			(4,250		)
Equity in income from subsidiaries	39,657			58,010			—			(97,667		)	—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	35,880			37,416			57,563			(97,667		)	33,192
Income tax benefit (expense)	—			2,241			(932		)	—			1,309
NET INCOME	35,880			39,657			56,631			(97,667		)	34,501
Less: Net loss attributable to noncontrolling interest	—			—			(1,379		)	—			(1,379		)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	35,880			39,657			58,010			(97,667		)	35,880
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment	(37,100		)	(37,100		)	(53,088		)	74,201			(53,087		)
Cash flow hedges, net of income tax	(16,465		)	(16,465		)	(17,983		)	32,930			(17,983		)
Amortization of pension and postretirement plans, net of income tax	2,414			2,414			132			(2,546		)	2,414
Total other comprehensive loss	(51,151		)	(51,151		)	(70,939		)	104,585			(68,656		)
COMPREHENSIVE LOSS	(15,271		)	(11,494		)	(14,308		)	6,918			(34,155		)
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(18,884		)	—			(18,884		)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC.		($15,271	)		($11,494	)		$4,576			$6,918			($15,271	)



	CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Nine Months Ended September 30, 2014
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$456,161		—				$456,161
Costs and Expenses
Cost of sales	—			—			357,083			—			357,083
Selling and general expenses	—			8,032			27,872			—			35,904
Other operating expense (income), net	—			3,094			(24,002		)	—			(20,908		)
	—			11,126			360,953			—			372,079
OPERATING (LOSS) INCOME	—			(11,126		)	95,208			—			84,082
Interest expense	(10,074		)	(21,121		)	(4,657		)	—			(35,852		)
Interest and miscellaneous income (expense), net	7,230			(3,780		)	(10,581		)	—			(7,131		)
Equity in income from subsidiaries	93,324			121,047			—			(214,371		)	—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	90,480			85,020			79,970			(214,371		)	41,099
Income tax benefit (expense)	—			8,304			(2,985		)	—			5,319
INCOME FROM CONTINUING OPERATIONS	90,480			93,324			76,985			(214,371		)	46,418
DISCONTINUED OPERATIONS, NET
Income from discontinued operations, net of income tax	—			—			43,092			—			43,092
NET INCOME	90,480			93,324			120,077			(214,371		)	89,510
Less: Net loss attributable to noncontrolling interest	—			—			(970		)	—			(970		)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	90,480			93,324			121,047			(214,371		)	90,480
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	(11,770		)	(11,770		)	(16,426		)	23,540			(16,426		)
Cash flow hedges, net of income tax	(1,756		)	(1,758		)	(2,703		)	3,514			(2,703		)
Amortization of pension and postretirement plans, net of income tax	63,235			63,235			90,214			(153,449		)	63,235
Total other comprehensive income	49,709			49,707			71,085			(126,395		)	44,106
COMPREHENSIVE INCOME	140,189			143,031			191,162			(340,766		)	133,616
Less: Comprehensive income attributable to noncontrolling interest	—			—			(6,573		)	—			(6,573		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$140,189			$143,031			$197,735			($340,766	)		$140,189



	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of September 30, 2015
	Rayonier Inc. (Parent Issuer)		Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$12,955		$10,760			$42,040		—				$65,755
Accounts receivable, less allowance for doubtful accounts	—		143			19,153			—			19,296
Inventory	—		—			14,506			—			14,506
Prepaid and other current assets	—		11,124			12,942			—			24,066
Total current assets	12,955		22,027			88,641			—			123,623
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—		—			2,038,032			—			2,038,032
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT COSTS			—			67,274			—			67,274
NET PROPERTY, PLANT AND EQUIPMENT	—		377			5,780			—			6,157
INVESTMENT IN SUBSIDIARIES	1,357,910		2,213,466			—			(3,571,376		)	—
INTERCOMPANY NOTES RECEIVABLE	266,149		(2,914		)	—			(263,235		)	—
OTHER ASSETS	2,396		24,599			52,379			—			79,374
TOTAL ASSETS		$1,639,410		$2,257,555			$2,252,106			($3,834,611	)		$2,314,460
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	—			$1,437			$17,864		—				$19,301
Accrued taxes	—		13			17,225			—			17,238
Accrued payroll and benefits	—		3,181			2,492			—			5,673
Accrued interest	5,990		500			37,782			(35,329		)	8,943
Other current liabilities	—		14,031			16,169			—			30,200
Total current liabilities	5,990		19,162			91,532			(35,329		)	81,355
LONG-TERM DEBT	325,000		252,000			214,233			—			791,233
PENSION AND OTHER POSTRETIREMENT BENEFITS	—		34,283			(684		)	—			33,599
OTHER NON-CURRENT LIABILITIES	—		20,288			11,768			—			32,056
INTERCOMPANY PAYABLE	—		573,912			(257,486		)	(316,426		)	—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,308,420		1,357,910			2,124,946			(3,482,856		)	1,308,420
Noncontrolling interest	—		—			67,797			—			67,797
TOTAL SHAREHOLDERS’ EQUITY	1,308,420		1,357,910			2,192,743			(3,482,856		)	1,376,217
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,639,410		$2,257,555			$2,252,106			($3,834,611	)		$2,314,460



	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of December 31, 2014
	Rayonier Inc. (Parent Issuer)		Subsidiary Guarantors		Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$102,218		$8,105		$51,235		—				$161,558
Accounts receivable, less allowance for doubtful accounts	—		1,409		22,609			—			24,018
Inventory	—		—		8,383			—			8,383
Prepaid and other current assets	—		2,009		17,736			—			19,745
Total current assets	102,218		11,523		99,963			—			213,704
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—		—		2,088,501			—			2,088,501
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT COSTS	—		—		77,433			—			77,433
NET PROPERTY, PLANT AND EQUIPMENT	—		433		6,273			—			6,706
INVESTMENT IN SUBSIDIARIES	1,463,303		2,053,911		—			(3,517,214		)	—
INTERCOMPANY NOTES RECEIVABLE	248,233		21,500		—			(269,733		)	—
OTHER ASSETS	2,763		18,369		45,639			—			66,771
TOTAL ASSETS		$1,816,517		$2,105,736		$2,317,809			($3,786,947	)		$2,453,115
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	—			$2,810		$17,401		—				$20,211
Current maturities of long-term debt	—		129,706		—			—			129,706
Accrued taxes	—		11		11,394			—			11,405
Accrued payroll and benefits	—		3,253		3,137			—			6,390
Accrued interest	3,047		2,517		31,281			(28,412		)	8,433
Other current liabilities	—		1,073		24,784			—			25,857
Total current liabilities	3,047		139,370		87,997			(28,412		)	202,002
LONG-TERM DEBT	325,000		31,000		265,849			—			621,849
PENSION AND OTHER POSTRETIREMENT BENEFITS	—		34,161		(684		)	—			33,477
OTHER NON-CURRENT LIABILITIES	—		6,436		14,200			—			20,636
INTERCOMPANY PAYABLE	—		431,466		(153,754		)	(277,712		)	—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,488,470		1,463,303		2,017,520			(3,480,823		)	1,488,470
Noncontrolling interest	—		—		86,681			—			86,681
TOTAL SHAREHOLDERS’ EQUITY	1,488,470		1,463,303		2,104,201			(3,480,823		)	1,575,151
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,816,517		$2,105,736		$2,317,809			($3,786,947	)		$2,453,115



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	For the Nine Months Ended September 30, 2015
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES		$77,316			$92,414			$64,901			($91,228	)		$143,403
INVESTING ACTIVITIES
Capital expenditures	—			(78		)	(38,439		)	—			(38,517		)
Real estate development costs	—			—			(1,745		)	—			(1,745		)
Purchase of timberlands	—			—			(88,466		)	—			(88,466		)
Change in restricted cash	—			—			(17,835		)	—			(17,835		)
Investment in Subsidiaries	—			(75,946		)	—			75,946			—
Other	—			—			3,692			—			3,692
CASH USED FOR INVESTING ACTIVITIES	—			(76,024		)	(142,793		)	75,946			(142,871		)
FINANCING ACTIVITIES
Issuance of debt	—			374,000			5,027			—			379,027
Repayment of debt	—			(294,472		)	(6,399		)	—			(300,871		)
Dividends paid	(94,280		)	—			—			—			(94,280		)
Proceeds from the issuance of common shares	1,322			—			—			—			1,322
Repurchase of common shares	(73,621		)	—			—			—			(73,621		)
Debt issuance costs	—			(1,678		)	—			—			(1,678		)
Intercompany distributions	—			(91,585		)	76,303			15,282			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(166,579		)	(13,735		)	74,931			15,282			(90,101		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(6,234		)	—			(6,234		)
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	(89,263		)	2,655			(9,195		)	—			(95,803		)
Balance, beginning of year	102,218			8,105			51,235			—			161,558
Balance, end of period		$12,955			$10,760			$42,040		—				$65,755



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	For the Nine Months Ended September 30, 2014
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES		$219,988			$238,010			$57,801			($231,730	)		$284,069
INVESTING ACTIVITIES
Capital expenditures	—			(400		)	(44,842		)	—			(45,242		)
Capital expenditures from discontinued operations	—			—			(60,442		)	—			(60,442		)
Real estate development costs	—			—			(3,314		)	—			(3,314		)
Purchase of timberlands	—			—			(93,189		)	—			(93,189		)
Change in restricted cash	—			—			47,318			—			47,318
Investment in Subsidiaries	—			855,014			—			(855,014		)	—
Other	—			—			(478		)	—			(478		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			854,614			(154,947		)	(855,014		)	(155,347		)
FINANCING ACTIVITIES
Issuance of debt	—			185,000			1,110,163			—			1,295,163
Repayment of debt	—			(1,002,500		)	(170,549		)	—			(1,173,049		)
Dividends paid	(225,877		)	—			—			—			(225,877		)
Proceeds from the issuance of common shares	4,645			—			—			—			4,645
Repurchase of common shares	(1,834		)	—			—			—			(1,834		)
Debt issuance costs	—			—			(12,380		)	—			(12,380		)
Net cash disbursed upon spin-off of Performance Fibers business	(31,420		)	—			—			—			(31,420		)
Issuance of intercompany notes	(11,400		)	—			11,400			—			—
Intercompany distributions	—			(234,659		)	(852,085		)	1,086,744			—
Other	—			—			(680		)	—			(680		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(265,886		)	(1,052,159		)	85,869			1,086,744			(145,432		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(103		)	—			(103		)
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	(45,898		)	40,465			(11,380		)	—			(16,813		)
Balance, beginning of year	130,181			11,023			58,440			—			199,644
Balance, end of period		$84,283			$51,488			$47,060		—				$182,831