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 Year Ended December 31, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$819,596		—				$819,596
Costs and Expenses
Cost of sales	—			—			568,253			—			568,253
Selling and general expenses	—			16,797			23,448			—			40,245
Other operating expense (income), net	—			479			(4,872		)	—			(4,393		)
	—			17,276			586,829			—			604,105
OPERATING (LOSS) INCOME	—			(17,276		)	232,767			—			215,491
Interest expense	(12,556		)	(19,699		)	(1,816		)	—			(34,071		)
Interest and miscellaneous income (expense), net	9,679			2,878			(10,717		)	—			1,840
Equity in income from subsidiaries	151,719			186,388			—			(338,107		)	—
INCOME BEFORE INCOME TAXES	148,842			152,291			220,234			(338,107		)	183,260
Income tax expense	—			(572		)	(21,109		)	—			(21,681		)
NET INCOME	148,842			151,719			199,125			(338,107		)	161,579
Less: Net income attributable to noncontrolling interest	—			—			12,737			—			12,737
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	148,842			151,719			186,388			(338,107		)	148,842
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	7,416			—			9,114			(7,416		)	9,114
New Zealand joint venture cash flow hedges	5,353			4,214			1,479			(5,353		)	5,693
Actuarial change and amortization of pension and postretirement plan liabilities	(208		)	(208		)	—			208			(208		)
Total other comprehensive income	12,561			4,006			10,593			(12,561		)	14,599
COMPREHENSIVE INCOME	161,403			155,725			209,718			(350,668		)	176,178
Less: Comprehensive income attributable to noncontrolling interest	—			—			14,775			—			14,775
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$161,403			$155,725			$194,943			($350,668	)		$161,403



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Year Ended December 31, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$815,915		—				$815,915
Costs and Expenses
Cost of sales	—			—			526,439			—			526,439
Selling and general expenses	—			15,253			27,532			—			42,785
Other operating expense (income), net	—			448			(9,534		)	—			(9,086		)
	—			15,701			544,437			—			560,138
OPERATING (LOSS) INCOME	—			(15,701		)	271,478			—			255,777
Interest expense	(12,555		)	(16,775		)	(2,915		)	—			(32,245		)
Interest and miscellaneous income (expense), net	8,613			2,750			(12,061		)	—			(698		)
Equity in income from subsidiaries	215,914			246,193			—			(462,107		)	—
INCOME BEFORE INCOME TAXES	211,972			216,467			256,502			(462,107		)	222,834
Income tax expense	—			(553		)	(4,511		)	—			(5,064		)
NET INCOME	211,972			215,914			251,991			(462,107		)	217,770
Less: Net income attributable to noncontrolling interest	—			—			5,798			—			5,798
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	211,972			215,914			246,193			(462,107		)	211,972
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	2,780			(4,606		)	10,930			(2,782		)	6,322
New Zealand joint venture cash flow hedges	22,607			21,422			1,401			(22,608		)	22,822
Actuarial change and amortization of pension and postretirement plan liabilities	5,533			5,533			—			(5,533		)	5,533
Total other comprehensive income	30,920			22,349			12,331			(30,923		)	34,677
COMPREHENSIVE INCOME	242,892			238,263			264,322			(493,030		)	252,447
Less: Comprehensive income attributable to noncontrolling interest	—			—			9,555			—			9,555
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$242,892			$238,263			$254,767			($493,030	)		$242,892



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Year Ended December 31, 2015
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$568,800		—				$568,800
Costs and Expenses
Cost of sales	—			—			441,718			—			441,718
Selling and general expenses	—			20,468			25,282			—			45,750
Other operating (income) expense, net	—			(404		)	3,952			—			3,548
	—			20,064			470,952			—			491,016
OPERATING (LOSS) INCOME	—			(20,064		)	97,848			—			77,784
Interest expense	(12,703		)	(9,135		)	(9,861		)	—			(31,699		)
Interest and miscellaneous income (expense), net	7,789			2,612			(13,404		)	—			(3,003		)
Equity in income from subsidiaries	51,079			75,532			—			(126,611		)	—
INCOME BEFORE INCOME TAXES	46,165			48,945			74,583			(126,611		)	43,082
Income tax benefit (expense)	—			2,134			(1,275		)	—			859
NET INCOME	46,165			51,079			73,308			(126,611		)	43,941
Less: Net loss attributable to noncontrolling interest	—			—			(2,224		)	—			(2,224		)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	46,165			51,079			75,532			(126,611		)	46,165
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment	(21,567		)	7,922			(40,373		)	21,567			(32,451		)
New Zealand joint venture cash flow hedges	(10,042		)	(10,195		)	234			10,042			(9,961		)
Actuarial change and amortization of pension and postretirement plan liabilities	2,933			2,933			—			(2,933		)	2,933
Total other comprehensive (loss) income	(28,676		)	660			(40,139		)	28,676			(39,479		)
COMPREHENSIVE INCOME	17,489			51,739			33,169			(97,935		)	4,462
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(13,027		)	—			(13,027		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$17,489			$51,739			$46,196			($97,935	)		$17,489



	CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$48,564			$25,042			$39,047		—				$112,653
Accounts receivable, less allowance for doubtful accounts	—			3,726			23,967			—			27,693
Inventory	—			—			24,141			—			24,141
Prepaid logging roads	—			—			11,207			—			11,207
Prepaid expenses	—			759			4,027			—			4,786
Other current assets	—			14			3,033			—			3,047
Total current assets	48,564			29,541			105,422			—			183,527
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—			—			2,462,066			—			2,462,066
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS	—			—			80,797			—			80,797
NET PROPERTY, PLANT AND EQUIPMENT	—			21			23,357			—			23,378
RESTRICTED CASH	—			—			59,703			—			59,703
INVESTMENT IN SUBSIDIARIES	1,531,156			2,814,408			—			(4,345,564		)	—
INTERCOMPANY RECEIVABLE	40,067			(628,167		)	588,100			—			—
OTHER ASSETS	2			12,680			36,328			—			49,010
TOTAL ASSETS		$1,619,789			$2,228,483			$3,355,773			($4,345,564	)		$2,858,481
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	—				$2,838			$22,310		—				$25,148
Current maturities of long-term debt	—			—			3,375			—			3,375
Accrued taxes	—			48			3,733			—			3,781
Accrued payroll and benefits	—			5,298			4,364			—			9,662
Accrued interest	3,047			1,995			12			—			5,054
Deferred revenue	—			—			9,721			—			9,721
Other current liabilities	—			564			11,243			—			11,807
Total current liabilities	3,047			10,743			54,758			—			68,548
LONG-TERM DEBT	323,434			663,570			35,000			—			1,022,004
PENSION AND OTHER POSTRETIREMENT BENEFITS	—			32,589			(684		)	—			31,905
OTHER NON-CURRENT LIABILITIES	—			9,386			33,698			—			43,084
INTERCOMPANY PAYABLE	(299,715		)	(18,961		)	318,676			—			—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,593,023			1,531,156			2,814,408			(4,345,564		)	1,593,023
Noncontrolling interest	—			—			99,917			—			99,917
TOTAL SHAREHOLDERS’ EQUITY	1,593,023			1,531,156			2,914,325			(4,345,564		)	1,692,940
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,619,789			$2,228,483			$3,355,773			($4,345,564	)		$2,858,481



	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 logging roads	—			—			10,228			—			10,228
Prepaid expenses	—			427			1,152			—			1,579
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
RESTRICTED CASH	—			—			71,708			—			71,708
INVESTMENT IN SUBSIDIARIES	1,422,081			2,671,428			—			(4,093,509		)	—
INTERCOMPANY RECEIVABLES	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
Deferred revenue	—			—			9,099			—			9,099
Other current liabilities	—			165			11,415			—			11,580
Total current liabilities	34,723			8,301			48,942			—			91,966
LONG-TERM DEBT	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 Year Ended December 31, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($48,104	)		$111,431			$192,957		—			$256,284
INVESTING ACTIVITIES
Capital expenditures	—			—			(65,345		)	—		(65,345		)
Real estate development investments	—			—			(15,784		)	—		(15,784		)
Purchase of timberlands	—			—			(242,910		)	—		(242,910		)
Net proceeds from Large Dispositions	—			—			95,243			—		95,243
Rayonier office building under construction	—			—			(6,084		)	—		(6,084		)
Change in restricted cash	—			—			12,005			—		12,005
Investment in subsidiaries	—			38,546			—			(38,546	)	—
Other	—			—			(373		)	—		(373		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			38,546			(223,248		)	(38,546	)	(223,248		)
FINANCING ACTIVITIES
Issuance of debt	—			25,000			38,389			—		63,389
Repayment of debt	—			(15,000		)	(85,157		)	—		(100,157		)
Dividends paid	(127,069		)	—			—			—		(127,069		)
Proceeds from the issuance of common shares	4,751			—			—			—		4,751
Proceeds from the issuance of common shares from equity offering, net of costs	152,390			—			—			—		152,390
Repurchase of common shares	(176		)	—			—			—		(176		)
Issuance of intercompany notes	(32,000		)	—			32,000			—		—
Intercompany distributions	77,319			(144,396		)	28,531			38,546		—
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	75,215			(134,396		)	13,763			38,546		(6,872		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			580			—		580
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	27,111			15,581			(15,948		)	—		26,744
Balance, beginning of year	21,453			9,461			54,995			—		85,909
Balance, end of year		$48,564			$25,042			$39,047		—			$112,653



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($7,480	)		$113,775			$97,506		—			$203,801
INVESTING ACTIVITIES
Capital expenditures	—			—			(58,723		)	—		(58,723		)
Real estate development investments	—			—			(8,746		)	—		(8,746		)
Purchase of timberlands	—			—			(366,481		)	—		(366,481		)
Assets purchased in business acquisition	—			—			(887		)	—		(887		)
Net proceeds from Large Disposition	—			—			203,862			—		203,862
Rayonier office building under construction	—			—			(6,307		)	—		(6,307		)
Change in restricted cash	—			—			(48,184		)	—		(48,184		)
Investment in subsidiaries	—			(293,820		)	—			293,820		—
Other	—			—			2,311			—		2,311
CASH USED FOR INVESTING ACTIVITIES	—			(293,820		)	(283,155		)	293,820		(283,155		)
FINANCING ACTIVITIES
Issuance of debt	—			548,000			147,916			—		695,916
Repayment of debt	—			(140,000		)	(318,415		)	—		(458,415		)
Dividends paid	(122,845		)	—			—			—		(122,845		)
Proceeds from the issuance of common shares	1,576			—			—			—		1,576
Repurchase of common shares	(690		)	—			—			—		(690		)
Debt issuance costs	—			(818		)	—			—		(818		)
Issuance of intercompany notes	(12,000		)	—			12,000			—		—
Intercompany distributions	160,597			(230,893		)	364,116			(293,820	)	—
Other	(177		)	—			(124		)	—		(301		)
CASH PROVIDED BY FINANCING ACTIVITIES	26,461			176,289			205,493			(293,820	)	114,423
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(937		)	—		(937		)
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	18,981			(3,756		)	18,907			—		34,132
Balance, beginning of year	2,472			13,217			36,088			—		51,777
Balance, end of year		$21,453			$9,461			$54,995		—			$85,909



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2015
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($4,890	)		($21,421	)		$203,475		—			$177,164
INVESTING ACTIVITIES
Capital expenditures	—			(78		)	(57,215		)	—		(57,293		)
Real estate development investments	—			—			(2,676		)	—		(2,676		)
Purchase of timberlands	—			—			(98,409		)	—		(98,409		)
Proceeds from settlement of foreign currency derivative	—			—			2,804			—		2,804
Rayonier office building under construction	—			—			(908		)	—		(908		)
Change in restricted cash	—			—			(16,836		)	—		(16,836		)
Investment in subsidiaries	—			126,242			—			(126,242	)	—
Other	—			—			7,009			—		7,009
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			126,164			(166,231		)	(126,242	)	(166,309		)
FINANCING ACTIVITIES
Issuance of debt	61,000			353,000			58,558			—		472,558
Repayment of debt	(61,000		)	(232,973		)	(70,429		)	—		(364,402		)
Dividends paid	(124,936		)	—			—			—		(124,936		)
Proceeds from the issuance of common shares	2,117			—			—			—		2,117
Repurchase of common shares	(100,000		)	—			—			—		(100,000		)
Debt issuance costs	—			(1,678		)	—			—		(1,678		)
Issuance of intercompany notes	(35,500		)	—			35,500			—		—
Intercompany distributions	163,585			(217,980		)	(71,847		)	126,242		—
Other	(122		)	—			—			—		(122		)
CASH USED FOR FINANCING ACTIVITIES	(94,856		)	(99,631		)	(48,218		)	126,242		(116,463		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(4,173		)	—		(4,173		)
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	(99,746		)	5,112			(15,147		)	—		(109,781		)
Balance, beginning of year	102,218			8,105			51,235			—		161,558
Balance, end of year		$2,472			$13,217			$36,088		—			$51,777