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 June 30, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$245,906		—				$245,906
Costs and Expenses
Cost of sales	—			—			184,418			—			184,418
Selling and general expenses	—			5,471			6,031			—			11,502
Other operating expense (income), net	—			40			(1,699		)	—			(1,659		)
	—			5,511			188,750			—			194,261
OPERATING (LOSS) INCOME	—			(5,511		)	57,156			—			51,645
Interest expense	(3,139		)	(4,900		)	(63		)	—			(8,102		)
Interest and miscellaneous income (expense), net	2,734			746			(575		)	—			2,905
Equity in income from subsidiaries	36,663			46,419			—			(83,082		)	—
INCOME BEFORE INCOME TAXES	36,258			36,754			56,518			(83,082		)	46,448
Income tax expense	—			(91		)	(7,019		)	—			(7,110		)
NET INCOME	36,258			36,663			49,499			(83,082		)	39,338
Less: Net income attributable to noncontrolling interest	—			—			3,080			—			3,080
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	36,258			36,663			46,419			(83,082		)	36,258
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax	(22,856		)	341			(30,101		)	22,856			(29,760		)
Cash flow hedges, net of income tax	1,716			5,690			(5,161		)	(1,716		)	529
Amortization of pension and postretirement plans, net of income tax	178			178			—			(178		)	178
Total other comprehensive (loss) income	(20,962		)	6,209			(35,262		)	20,962			(29,053		)
COMPREHENSIVE INCOME	15,296			42,872			14,237			(62,120		)	10,285
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(5,011		)	—			(5,011		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$15,296			$42,872			$19,248			($62,120	)		$15,296



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Three Months Ended June 30, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$200,964		—				$200,964
Costs and Expenses
Cost of sales	—			—			144,610			—			144,610
Selling and general expenses	—			4,248			5,998			—			10,246
Other operating expense (income), net	—			20			(805		)	—			(785		)
	—			4,268			149,803			—			154,071
OPERATING (LOSS) INCOME	—			(4,268		)	51,161			—			46,893
Interest expense	(3,139		)	(4,883		)	(609		)	—			(8,631		)
Interest and miscellaneous income (expense), net	2,345			695			(3,036		)	—			4
Equity in income from subsidiaries	26,955			35,580			—			(62,535		)	—
INCOME BEFORE INCOME TAXES	26,161			27,124			47,516			(62,535		)	38,266
Income tax expense	—			(169		)	(7,324		)	—			(7,493		)
NET INCOME	26,161			26,955			40,192			(62,535		)	30,773
Less: Net income attributable to noncontrolling interest	—			—			4,612			—			4,612
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	26,161			26,955			35,580			(62,535		)	26,161
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax	17,199			—			21,484			(17,199		)	21,484
Cash flow hedges, net of income tax	(2,686		)	(5,021		)	3,033			2,686			(1,988		)
Amortization of pension and postretirement plans, net of income tax	116			116			—			(116		)	116
Total other comprehensive income (loss)	14,629			(4,905		)	24,517			(14,629		)	19,612
COMPREHENSIVE INCOME	40,790			22,050			64,709			(77,164		)	50,385
Less: Comprehensive income attributable to noncontrolling interest	—			—			9,595			—			9,595
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$40,790			$22,050			$55,114			($77,164	)		$40,790



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Six Months Ended June 30, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$449,101		—				$449,101
Costs and Expenses
Cost of sales	—			—			322,906			—			322,906
Selling and general expenses	—			9,859			10,645			—			20,504
Other operating expense (income), net	12			(595		)	(2,446		)	—			(3,029		)
	12			9,264			331,105			—			340,381
OPERATING (LOSS) INCOME	(12		)	(9,264		)	117,996			—			108,720
Interest expense	(6,278		)	(9,555		)	(322		)	—			(16,155		)
Interest and miscellaneous income (expense), net	5,362			1,511			(3,348		)	—			3,525
Equity in income from subsidiaries	77,725			95,246			—			(172,971		)	—
INCOME BEFORE INCOME TAXES	76,797			77,938			114,326			(172,971		)	96,090
Income tax expense	—			(213		)	(13,834		)	—			(14,047		)
NET INCOME	76,797			77,725			100,492			(172,971		)	82,043
Less: Net income attributable to noncontrolling interest	—			—			5,246			—			5,246
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	76,797			77,725			95,246			(172,971		)	76,797
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax	(15,252		)	452			(20,524		)	15,252			(20,072		)
Cash flow hedges, net of income tax	18,097			21,287			(4,144		)	(18,097		)	17,143
Amortization of pension and postretirement plans, net of income tax	338			338			—			(338		)	338
Total other comprehensive income (loss)	3,183			22,077			(24,668		)	(3,183		)	(2,591		)
COMPREHENSIVE INCOME	79,980			99,802			75,824			(176,154		)	79,452
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(528		)	—			(528		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$79,980			$99,802			$76,352			($176,154	)		$79,980



	CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	For the Six Months Ended June 30, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$395,455		—				$395,455
Costs and Expenses
Cost of sales	—			—			281,438			—			281,438
Selling and general expenses	—			7,784			12,052			—			19,836
Other operating expense (income), net	—			131			(2,104		)	—			(1,973		)
	—			7,915			291,386			—			299,301
OPERATING (LOSS) INCOME	—			(7,915		)	104,069			—			96,154
Interest expense	(6,278		)	(9,741		)	(1,027		)	—			(17,046		)
Interest and miscellaneous income (expense), net	4,547			1,383			(5,408		)	—			522
Equity in income from subsidiaries	61,734			78,323			—			(140,057		)	—
INCOME BEFORE INCOME TAXES	60,003			62,050			97,634			(140,057		)	79,630
Income tax expense	—			(316		)	(13,458		)	—			(13,774		)
NET INCOME	60,003			61,734			84,176			(140,057		)	65,856
Less: Net income attributable to noncontrolling interest	—			—			5,853			—			5,853
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	60,003			61,734			78,323			(140,057		)	60,003
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax	19,202			—			23,916			(19,202		)	23,916
Cash flow hedges, net of income tax	(115		)	(2,389		)	2,954			115			565
Amortization of pension and postretirement plans, net of income tax	233			233			—			(233		)	233
Total other comprehensive income (loss)	19,320			(2,156		)	26,870			(19,320		)	24,714
COMPREHENSIVE INCOME	79,323			59,578			111,046			(159,377		)	90,570
Less: Comprehensive income attributable to noncontrolling interest	—			—			11,247			—			11,247
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$79,323			$59,578			$99,799			($159,377	)		$79,323



	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of June 30, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$76,980			$11,964			$17,667		—				$106,611
Accounts receivable, less allowance for doubtful accounts	1,995			1,814			50,531			—			54,340
Inventory	—			—			19,125			—			19,125
Prepaid expenses	—			1,924			13,850			—			15,774
Other current assets	—			106			2,734			—			2,840
Total current assets	78,975			15,808			103,907			—			198,690
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—			—			2,406,425			—			2,406,425
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS	—			—			86,955			—			86,955
NET PROPERTY, PLANT AND EQUIPMENT	—			17,459			5,473			—			22,932
RESTRICTED CASH	—			—			69,638			—			69,638
INVESTMENT IN SUBSIDIARIES	1,516,631			2,757,876			—			(4,274,507		)	—
INTERCOMPANY RECEIVABLE	37,826			(628,749		)	590,923			—			—
OTHER ASSETS	3			32,274			34,145			—			66,422
TOTAL ASSETS		$1,633,435			$2,194,668			$3,297,466			($4,274,507	)		$2,851,062
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	—				$3,980			$23,712		—				$27,692
Accrued taxes	—			8			5,291			—			5,299
Accrued payroll and benefits	—			3,864			2,826			—			6,690
Accrued interest	3,047			1,948			—			—			4,995
Deferred revenue	—			—			17,674			—			17,674
Other current liabilities	1,995			593			18,950			—			21,538
Total current liabilities	5,042			10,393			68,453			—			83,888
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS	323,618			648,667			—			—			972,285
PENSION AND OTHER POSTRETIREMENT BENEFITS	—			30,914			(684		)	—			30,230
OTHER NON-CURRENT LIABILITIES	—			7,025			44,757			—			51,782
INTERCOMPANY PAYABLE	(308,714		)	(18,962		)	327,676			—			—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,613,489			1,516,631			2,757,876			(4,274,507		)	1,613,489
Noncontrolling interest	—			—			99,388			—			99,388
TOTAL SHAREHOLDERS’ EQUITY	1,613,489			1,516,631			2,857,264			(4,274,507		)	1,712,877
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,633,435			$2,194,668			$3,297,466			($4,274,507	)		$2,851,062



	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 Six Months Ended June 30, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($7,491	)		$57,280			$131,794		—			$181,583
INVESTING ACTIVITIES
Capital expenditures	—			(58		)	(25,862		)	—		(25,920		)
Real estate development investments	—			—			(4,501		)	—		(4,501		)
Purchase of timberlands	—			—			(31,234		)	—		(31,234		)
Investment in subsidiaries	—			40,441			—			(40,441	)	—
Other	—			—			113			—		113
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			40,383			(61,484		)	(40,441	)	(61,542		)
FINANCING ACTIVITIES
Issuance of debt	—			—			1,014			—		1,014
Repayment of debt	—			(50,000		)	(4,389		)	—		(54,389		)
Dividends paid	(67,053		)	—			—			—		(67,053		)
Proceeds from the issuance of common shares under incentive stock plan	7,824			—			—			—		7,824
Repurchase of common shares	(2,966		)	—			—			—		(2,966		)
Issuance of intercompany notes	(9,000		)	—			9,000			—		—
Intercompany distributions	107,102			(60,741		)	(86,802		)	40,441		—
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	35,907			(110,741		)	(81,177		)	40,441		(115,570		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(578		)	—		(578		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash	28,416			(13,078		)	(11,445		)	—		3,893
Balance, beginning of year	48,564			25,042			98,750			—		172,356
Balance, end of period		$76,980			$11,964			$87,305		—			$176,249



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	For the Six Months Ended June 30, 2017
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($7,648	)		$59,557			$76,406		—			$128,315
INVESTING ACTIVITIES
Capital expenditures	—			—			(29,840		)	—		(29,840		)
Real estate development investments	—			—			(5,599		)	—		(5,599		)
Purchase of timberlands	—			—			(237,235		)	—		(237,235		)
Net proceeds from large disposition	—			—			42,029			—		42,029
Rayonier office building under construction	—			—			(5,573		)	—		(5,573		)
Investment in subsidiaries	—			6,932			—			(6,932	)	—
Other	—			—			1,033			—		1,033
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			6,932			(235,185		)	(6,932	)	(235,185		)
FINANCING ACTIVITIES
Issuance of debt	—			25,000			38,389			—		63,389
Repayment of debt	—			(15,000		)	(45,422		)	—		(60,422		)
Dividends paid	(62,825		)	—			—			—		(62,825		)
Proceeds from the issuance of common shares under incentive stock plan	3,206			—			—			—		3,206
Proceeds from the issuance of common shares from equity offering, net of costs	152,390			—			—			—		152,390
Issuance of intercompany notes	—			—			—			—		—
Intercompany distributions	(25,419		)	(73,365		)	91,852			6,932		—
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	67,352			(63,365		)	84,819			6,932		95,738
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			1,855			—		1,855
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash	59,704			3,124			(72,105		)	—		(9,277		)
Balance, beginning of year	21,453			9,461			126,703			—		157,617
Balance, end of period		$81,157			$12,585			$54,598		—			$148,340