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 March 31, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$203,196		—				$203,196
Costs and Expenses
Cost of sales	—			—			138,488			—			138,488
Selling and general expenses	—			4,389			4,614			—			9,003
Other operating expense (income), net	13			(635		)	(747		)	—			(1,369		)
	13			3,754			142,355			—			146,122
OPERATING (LOSS) INCOME	(13		)	(3,754		)	60,841			—			57,074
Interest expense	(3,139		)	(4,653		)	(260		)	—			(8,052		)
Interest and miscellaneous income (expense), net	2,628			765			(2,773		)	—			620
Equity in income from subsidiaries	41,063			48,828			—			(89,891		)	—
INCOME BEFORE INCOME TAXES	40,539			41,186			57,808			(89,891		)	49,642
Income tax expense	—			(123		)	(6,813		)	—			(6,936		)
NET INCOME	40,539			41,063			50,995			(89,891		)	42,706
Less: Net income attributable to noncontrolling interest	—			—			2,167			—			2,167
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	40,539			41,063			48,828			(89,891		)	40,539
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment, net of income tax	7,606			111			9,577			(7,606		)	9,688
Cash flow hedges, net of income tax	16,381			15,598			1,017			(16,381		)	16,615
Amortization of pension and postretirement plans, net of income tax	159			159			—			(159		)	159
Total other comprehensive income	24,146			15,868			10,594			(24,146		)	26,462
COMPREHENSIVE INCOME	64,685			56,931			61,589			(114,037		)	69,168
Less: Comprehensive income attributable to noncontrolling interest	—			—			4,483			—			4,483
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$64,685			$56,931			$57,106			($114,037	)		$64,685



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Three Months Ended March 31, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$194,491		—				$194,491
Costs and Expenses
Cost of sales	—			—			136,828			—			136,828
Selling and general expenses	—			3,536			6,054			—			9,590
Other operating expense (income), net	—			111			(1,299		)	—			(1,188		)
	—			3,647			141,583			—			145,230
OPERATING (LOSS) INCOME	—			(3,647		)	52,908			—			49,261
Interest expense	(3,139		)	(4,858		)	(418		)	—			(8,415		)
Interest and miscellaneous income (expense), net	2,202			689			(2,373		)	—			518
Equity in income from subsidiaries	34,780			42,744			—			(77,524		)	—
INCOME BEFORE INCOME TAXES	33,843			34,928			50,117			(77,524		)	41,364
Income tax expense	—			(148		)	(6,133		)	—			(6,281		)
NET INCOME	33,843			34,780			43,984			(77,524		)	35,083
Less: Net income attributable to noncontrolling interest	—			—			1,240			—			1,240
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	33,843			34,780			42,744			(77,524		)	33,843
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment, net of income tax	2,002			—			2,432			(2,002		)	2,432
Cash flow hedges, net of income tax	2,572			2,633			(80		)	(2,572		)	2,553
Amortization of pension and postretirement plans, net of income tax	116			116			—			(116		)	116
Total other comprehensive income	4,690			2,749			2,352			(4,690		)	5,101
COMPREHENSIVE INCOME	38,533			37,529			46,336			(82,214		)	40,184
Less: Comprehensive income attributable to noncontrolling interest	—			—			1,651			—			1,651
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$38,533			$37,529			$44,685			($82,214	)		$38,533



	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of March 31, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$34,837			$18,651			$39,297		—				$92,785
Accounts receivable, less allowance for doubtful accounts	1,995			946			34,852			—			37,793
Inventory	—			—			19,993			—			19,993
Prepaid expenses	—			882			15,554			—			16,436
Assets held for sale	—			—			24,552			—			24,552
Other current assets	—			216			4,719			—			4,935
Total current assets	36,832			20,695			138,967			—			196,494
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—			—			2,424,675			—			2,424,675
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS	—			—			87,702			—			87,702
NET PROPERTY, PLANT AND EQUIPMENT	—			17,693			5,483			—			23,176
RESTRICTED CASH	—			—			84,903			—			84,903
INVESTMENT IN SUBSIDIARIES	1,583,443			2,822,945			—			(4,406,388		)	—
INTERCOMPANY RECEIVABLE	43,396			(627,022		)	583,626			—			—
OTHER ASSETS	2			26,471			34,949			—			61,422
TOTAL ASSETS		$1,663,673			$2,260,782			$3,360,305			($4,406,388	)		$2,878,372
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	—				$3,453			$23,629		—				$27,082
Accrued taxes	—			7			3,576			—			3,583
Accrued payroll and benefits	—			2,074			1,686			—			3,760
Accrued interest	6,094			2,000			6			—			8,100
Deferred revenue	—			—			7,901			—			7,901
Other current liabilities	1,995			546			12,550			—			15,091
Total current liabilities	8,089			8,080			49,348			—			65,517
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS	323,526			648,619			24,000			—			996,145
PENSION AND OTHER POSTRETIREMENT BENEFITS	—			31,821			(684		)	—			31,137
OTHER NON-CURRENT LIABILITIES	—			7,780			41,620			—			49,400
INTERCOMPANY PAYABLE	(299,715		)	(18,961		)	318,676			—			—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,631,773			1,583,443			2,822,945			(4,406,388		)	1,631,773
Noncontrolling interest	—			—			104,400			—			104,400
TOTAL SHAREHOLDERS’ EQUITY	1,631,773			1,583,443			2,927,345			(4,406,388		)	1,736,173
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,663,673			$2,260,782			$3,360,305			($4,406,388	)		$2,878,372



	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 expenses	—			759			15,234			—			15,993
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, NET OF DEFERRED FINANCING COSTS	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 STATEMENTS OF CASH FLOWS
	For the Three Months Ended March 31, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($701	)		$37,055			$41,881		—			$78,235
INVESTING ACTIVITIES
Capital expenditures	—			(35		)	(13,157		)	—		(13,192		)
Real estate development investments	—			—			(2,340		)	—		(2,340		)
Purchase of timberlands	—			—			(12		)	—		(12		)
Investment in subsidiaries	—			31,654			—			(31,654	)	—
Other	—			—			(2,105		)	—		(2,105		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			31,619			(17,614		)	(31,654	)	(17,649		)
FINANCING ACTIVITIES
Repayment of debt	—			(26,000		)	(3,375		)	—		(29,375		)
Dividends paid	(32,123		)	—			—			—		(32,123		)
Proceeds from the issuance of common shares under incentive stock plan	5,455			—			—			—		5,455
Repurchase of common shares under share repurchase program	(18		)	—			—			—		(18		)
Intercompany distributions	13,660			(49,065		)	3,751			31,654		—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(13,026		)	(75,065		)	376			31,654		(56,061		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			807			—		807
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	(13,727		)	(6,391		)	25,450			—		5,332
Balance, beginning of year	48,564			25,042			98,750			—		172,356
Balance, end of period		$34,837			$18,651			$124,200		—			$177,688



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	For the Three Months Ended March 31, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($1,192	)		$36,931			($1,796	)	—			$33,943
INVESTING ACTIVITIES
Capital expenditures	—			—			(14,362		)	—		(14,362		)
Real estate development investments	—			—			(2,185		)	—		(2,185		)
Purchase of timberlands	—			—			(11,293		)	—		(11,293		)
Net proceeds from large disposition	—			—			42,034			—		42,034
Rayonier office building under construction	—			—			(2,604		)	—		(2,604		)
Investment in subsidiaries	—			2,636			—			(2,636	)	—
Other	—			—			(5,617		)	—		(5,617		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			2,636			5,973			(2,636	)	5,973
FINANCING ACTIVITIES
Issuance of debt	—			15,000			14,719			—		29,719
Repayment of debt	—			(15,000		)	(5,530		)	—		(20,530		)
Dividends paid	(30,618		)	—			—			—		(30,618		)
Proceeds from the issuance of common shares	2,251			—			—			—		2,251
Issuance of shares under equity offering	152,345			—			—			—		152,345
Issuance of intercompany notes	—			—			—			—		—
Intercompany distributions	13,677			(30,504		)	14,191			2,636		—
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	137,655			(30,504		)	23,380			2,636		133,167
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(67		)	—		(67		)
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	136,463			9,063			27,490			—		173,016
Balance, beginning of year	21,453			9,461			126,703			—		157,617
Balance, end of period		$157,916			$18,524			$154,193		—			$330,633