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 INCOME AND COMPREHENSIVE INCOME
	For the Three Months Ended September 30, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$177,946		—				$177,946
Costs and Expenses
Cost of sales	—			—			136,583			—			136,583
Selling and general expenses	—			4,096			5,840			—			9,936
Other operating expense (income), net	—			81			(7,925		)	—			(7,844		)
	—			4,177			134,498			—			138,675
OPERATING (LOSS) INCOME	—			(4,177		)	43,448			—			39,271
Interest expense	(3,139		)	(4,982		)	(432		)	—			(8,553		)
Interest and miscellaneous income (expense), net	2,486			704			(2,062		)	—			1,128
Equity in income from subsidiaries	25,341			33,929			—			(59,270		)	—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	24,688			25,474			40,954			(59,270		)	31,846
Income tax expense	—			(133		)	(2,910		)	—			(3,043		)
NET INCOME	24,688			25,341			38,044			(59,270		)	28,803
Less: Net income attributable to noncontrolling interest	—			—			4,115			—			4,115
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	24,688			25,341			33,929			(59,270		)	24,688
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment, net of income tax	(5,866		)	—			(7,317		)	5,866			(7,317		)
Cash flow hedges, net of income tax	(1,787		)	(533		)	(1,629		)	1,787			(2,162		)
Amortization of pension and postretirement plans, net of income tax	116			116			—			(116		)	116
Total other comprehensive loss	(7,537		)	(417		)	(8,946		)	7,537			(9,363		)
COMPREHENSIVE INCOME	17,151			24,924			29,098			(51,733		)	19,440
Less: Comprehensive income attributable to noncontrolling interest	—			—			2,289			—			2,289
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$17,151			$24,924			$26,809			($51,733	)		$17,151



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Three Months Ended September 30, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$171,421		—				$171,421
Costs and Expenses
Cost of sales	—			—			116,624			—			116,624
Selling and general expenses	—			5,904			4,703			—			10,607
Other operating expense (income), net	—			190			(5,689		)	—			(5,499		)
	—			6,094			115,638			—			121,732
OPERATING (LOSS) INCOME	—			(6,094		)	55,783			—			49,689
Interest expense	(3,139		)	(5,150		)	(255		)	—			(8,544		)
Interest and miscellaneous income (expense), net	2,199			694			(2,635		)	—			258
Equity in income from subsidiaries	40,295			50,315			—			(90,610		)	—
INCOME BEFORE INCOME TAXES	39,355			39,765			52,893			(90,610		)	41,403
Income tax benefit (expense)	—			530			(1,309		)	—			(779		)
NET INCOME	39,355			40,295			51,584			(90,610		)	40,624
Less: Net income attributable to noncontrolling interest	—			—			1,269			—			1,269
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	39,355			40,295			50,315			(90,610		)	39,355
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment, net of income tax	9,793			—			12,020			(9,791		)	12,022
Cash flow hedges, net of income tax	4,044			3,530			665			(4,044		)	4,195
Amortization of pension and postretirement plans, net of income tax	632			632			—			(632		)	632
Total other comprehensive income	14,469			4,162			12,685			(14,467		)	16,849
COMPREHENSIVE INCOME	53,824			44,457			64,269			(105,077		)	57,473
Less: Comprehensive income attributable to noncontrolling interest	—			—			3,649			—			3,649
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$53,824			$44,457			$60,620			($105,077	)		$53,824



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Nine Months Ended September 30, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$559,178		—				$559,178
Costs and Expenses
Cost of sales	—			—			416,683			—			416,683
Selling and general expenses	—			11,880			17,891			—			29,771
Other operating expense (income), net	—			212			(22,914		)	—			(22,702		)
	—			12,092			411,660			—			423,752
OPERATING (LOSS) INCOME	—			(12,092		)	147,518			—			135,426
Interest expense	(9,417		)	(14,723		)	(1,460		)	—			(25,600		)
Interest and miscellaneous income (expense), net	7,033			2,087			(7,470		)	—			1,650
Equity in income from subsidiaries	87,075			112,253			—			(199,328		)	—
INCOME BEFORE INCOME TAXES	84,691			87,525			138,588			(199,328		)	111,476
Income tax expense	—			(450		)	(16,367		)	—			(16,817		)
NET INCOME	84,691			87,075			122,221			(199,328		)	94,659
Less: Net income attributable to noncontrolling interest	—			—			9,968			—			9,968
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	84,691			87,075			112,253			(199,328		)	84,691
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax	13,335			—			16,599			(13,335		)	16,599
Cash flow hedges, net of income tax	(1,902		)	(2,921		)	1,324			1,902			(1,597		)
Amortization of pension and postretirement plans, net of income tax	349			349			—			(349		)	349
Total other comprehensive income (loss)	11,782			(2,572		)	17,923			(11,782		)	15,351
COMPREHENSIVE INCOME	96,473			84,503			140,144			(211,110		)	110,010
Less: Comprehensive income attributable to noncontrolling interest	—			—			13,537			—			13,537
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$96,473			$84,503			$126,607			($211,110	)		$96,473



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Nine Months Ended September 30, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$567,814		—				$567,814
Costs and Expenses
Cost of sales	—			—			362,790			—			362,790
Selling and general expenses	—			11,485			20,153			—			31,638
Other operating expense (income), net	—			378			(21,245		)	—			(20,867		)
	—			11,863			361,698			—			373,561
OPERATING (LOSS) INCOME	—			(11,863		)	206,116			—			194,253
Interest expense	(9,417		)	(11,678		)	(2,508		)	—			(23,603		)
Interest and miscellaneous income (expense), net	6,346			2,059			(9,520		)	—			(1,115		)
Equity in income from subsidiaries	166,719			188,588			—			(355,307		)	—
INCOME BEFORE INCOME TAXES	163,648			167,106			194,088			(355,307		)	169,535
Income tax expense	—			(387		)	(1,887		)	—			(2,274		)
NET INCOME	163,648			166,719			192,201			(355,307		)	167,261
Less: Net income attributable to noncontrolling interest	—			—			3,613			—			3,613
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	163,648			166,719			188,588			(355,307		)	163,648
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax	20,529			(4,607		)	32,653			(20,529		)	28,046
Cash flow hedges, net of income tax	(22,733		)	(25,458		)	3,403			22,733			(22,055		)
Amortization of pension and postretirement plans, net of income tax	1,881			1,881			—			(1,881		)	1,881
Total other comprehensive (loss) income	(323		)	(28,184		)	36,056			323			7,872
COMPREHENSIVE INCOME	163,325			138,535			228,257			(354,984		)	175,133
Less: Comprehensive income attributable to noncontrolling interest	—			—			11,808			—			11,808
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$163,325			$138,535			$216,449			($354,984	)		$163,325



	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of September 30, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$63,219			$6,605			$34,238		—				$104,062
Accounts receivable, less allowance for doubtful accounts	—			2,764			36,644			—			39,408
Insurance settlement receivable	73,000			—			—			—			73,000
Inventory	—			—			24,497			—			24,497
Prepaid expenses	—			1,466			15,190			—			16,656
Other current assets	—			15			3,307			—			3,322
Total current assets	136,219			10,850			113,876			—			260,945
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—			—			2,492,049			—			2,492,049
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS	—			—			79,223			—			79,223
NET PROPERTY, PLANT AND EQUIPMENT	—			(178		)	23,504			—			23,326
RESTRICTED CASH	—			—			10,631			—			10,631
INVESTMENT IN SUBSIDIARIES	1,489,553			2,797,221			—			(4,286,774		)	—
INTERCOMPANY RECEIVABLE	35,502			(625,541		)	590,039			—			—
OTHER ASSETS	2			6,699			38,844			—			45,545
TOTAL ASSETS		$1,661,276			$2,189,051			$3,348,166			($4,286,774	)		$2,911,719
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	—				$3,129			$24,563		—				$27,692
Insurance settlement payable	73,000			—			—			—			73,000
Current maturities of long-term debt	—			—			—			—			—
Accrued taxes	—			(19		)	7,581			—			7,562
Accrued payroll and benefits	—			3,616			3,715			—			7,331
Accrued interest	6,094			1,932			6			—			8,032
Other current liabilities	—			656			26,143			—			26,799
Total current liabilities	79,094			9,314			62,008			—			150,416
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS	323,342			663,521			43,406			—			1,030,269
PENSION AND OTHER POSTRETIREMENT BENEFITS	—			32,116			(685		)	—			31,431
OTHER NON-CURRENT LIABILITIES	—			13,508			28,861			—			42,369
INTERCOMPANY PAYABLE	(299,715		)	(18,961		)	318,676			—			—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,558,555			1,489,553			2,797,221			(4,286,774		)	1,558,555
Noncontrolling interest	—			—			98,679			—			98,679
TOTAL SHAREHOLDERS’ EQUITY	1,558,555			1,489,553			2,895,900			(4,286,774		)	1,657,234
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,661,276			$2,189,051			$3,348,166			($4,286,774	)		$2,911,719



	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of December 31, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$21,453			$9,461			$54,995		—				$85,909
Accounts receivable, less allowance for doubtful accounts	—			2,991			17,673			—			20,664
Inventory	—			—			21,379			—			21,379
Prepaid expenses	—			427			11,380			—			11,807
Assets held for sale	—			—			23,171			—			23,171
Other current assets	—			236			1,638			—			1,874
Total current assets	21,453			13,115			130,236			—			164,804
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—			—			2,291,015			—			2,291,015
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS	—			—			70,374			—			70,374
NET PROPERTY, PLANT AND EQUIPMENT	—			177			13,857			—			14,034
RETRICTED CASH	—			—			71,708			—			71,708
INVESTMENT IN SUBSIDIARIES	1,422,081			2,671,428			—			(4,093,509		)	—
INTERCOMPANY RECEIVABLE	26,472			(611,571		)	585,099			—			—
OTHER ASSETS	2			46,846			26,977			—			73,825
TOTAL ASSETS		$1,470,008			$2,119,995			$3,189,266			($4,093,509	)		$2,685,760
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	—				$1,194			$21,143		—				$22,337
Current maturities of long-term debt	31,676			—			—			—			31,676
Accrued taxes	—			(111		)	2,768			—			2,657
Accrued payroll and benefits	—			5,013			4,264			—			9,277
Accrued interest	3,047			2,040			253			—			5,340
Other current liabilities	—			165			20,514			—			20,679
Total current liabilities	34,723			8,301			48,942			—			91,966
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS	291,390			663,343			75,472			—			1,030,205
PENSION AND OTHER POSTRETIREMENT BENEFITS	—			32,541			(685		)	—			31,856
OTHER NON-CURRENT LIABILITIES	—			12,690			22,291			—			34,981
INTERCOMPANY PAYABLE	(267,715		)	(18,961		)	286,676			—			—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,411,610			1,422,081			2,671,428			(4,093,509		)	1,411,610
Noncontrolling interest	—			—			85,142			—			85,142
TOTAL SHAREHOLDERS’ EQUITY	1,411,610			1,422,081			2,756,570			(4,093,509		)	1,496,752
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,470,008			$2,119,995			$3,189,266			($4,093,509	)		$2,685,760



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	For the Nine Months Ended September 30, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($40,090	)		$77,358			$149,824			($219	)		$186,873
INVESTING ACTIVITIES
Capital expenditures	—			—			(45,731		)	—			(45,731		)
Real estate development investments	—			—			(11,780		)	—			(11,780		)
Purchase of timberlands	—			—			(239,052		)	—			(239,052		)
Net proceeds from large disposition	—			—			42,029			—			42,029
Rayonier office building under construction	—			—			(5,979		)	—			(5,979		)
Change in restricted cash	—			—			61,078			—			61,078
Investment in subsidiaries	—			12,307			—			(12,307		)	—
Other	—			—			383			—			383
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES	—			12,307			(199,052		)	(12,307		)	(199,052		)
FINANCING ACTIVITIES
Issuance of debt	—			25,000			38,389			—			63,389
Repayment of debt	—			(15,000		)	(80,216		)	—			(95,216		)
Dividends paid	(95,008		)	—			—			—			(95,008		)
Proceeds from the issuance of common shares under incentive stock plan	3,665			—			—			—			3,665
Proceeds from the issuance of common shares under equity offering	152,390			—			—			—			152,390
Repurchase of common shares	—			—			—			—			—
Issuance of intercompany notes	(32,000		)	—			32,000			—			—
Intercompany distributions	52,809			(102,521		)	37,405			12,307			—
Other	—			—			—			—			—
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	81,856			(92,521		)	27,578			12,307			29,220
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			893			219			1,112
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	41,766			(2,856		)	(20,757		)	—			18,153
Balance, beginning of year	21,453			9,461			54,995			—			85,909
Balance, end of period		$63,219			$6,605			$34,238		—				$104,062



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	For the Nine Months Ended September 30, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($578	)		$26,589			$137,897		—			$163,908
INVESTING ACTIVITIES
Capital expenditures	—			—			(40,246		)	—		(40,246		)
Real estate development investments	—			—			(4,815		)	—		(4,815		)
Purchase of timberlands	—			—			(353,828		)	—		(353,828		)
Assets purchased in business acquisition	—			—			(1,113		)	—		(1,113		)
Net proceeds from large disposition	—			—			126,965			—		126,965
Rayonier office building under construction	—			—			(3,933		)	—		(3,933		)
Change in restricted cash	—			—			22,430			—		22,430
Investment in subsidiaries	—			(285,937		)	—			285,937		—
Other	—			—			444			—		444
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES	—			(285,937		)	(254,096		)	285,937		(254,096		)
FINANCING ACTIVITIES
Issuance of debt	—			548,000			146,096			—		694,096
Repayment of debt	—			(140,000		)	(314,419		)	—		(454,419		)
Dividends paid	(92,095		)	—			—			—		(92,095		)
Proceeds from the issuance of common shares	889			—			—			—		889
Repurchase of common shares	(690		)	—			—			—		(690		)
Debt issuance costs	—			(818		)	—			—		(818		)
Issuance of intercompany notes	(12,000		)	—			12,000			—		—
Intercompany distributions	162,107			(155,731		)	279,561			(285,937	)	—
Other	(139		)	—			—			—		(139		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	58,072			251,451			123,238			(285,937	)	146,824
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			1,626			—		1,626
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	57,494			(7,897		)	8,665			—		58,262
Balance, beginning of year	2,472			13,217			36,088			—		51,777
Balance, end of period		$59,966			$5,320			$44,753		—			$110,039