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, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$200,890		—				$200,890
Costs and Expenses
Cost of sales	—			—			(143,261		)	—			(143,261		)
Selling and general expenses	—			(5,094		)	(5,706		)	—			(10,800		)
Other operating loss, net	—			(50		)	(401		)	—			(451		)
	—			(5,144		)	(149,368		)	—			(154,512		)
OPERATING (LOSS) INCOME	—			(5,144		)	51,522			—			46,378
Interest expense	(3,138		)	(4,676		)	(24		)	—			(7,838		)
Interest and miscellaneous income (expense), net	1,743			1,755			(3,003		)	—			495
Equity in income from subsidiaries	24,827			33,539			—			(58,366		)	—
INCOME BEFORE INCOME TAXES	23,432			25,474			48,495			(58,366		)	39,035
Income tax expense	—			(647		)	(7,749		)	—			(8,396		)
NET INCOME	23,432			24,827			40,746			(58,366		)	30,639
Less: Net income attributable to noncontrolling interest	—			—			(7,207		)	—			(7,207		)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	23,432			24,827			33,539			(58,366		)	23,432
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax	(8,090		)	—			(10,527		)	8,090			(10,527		)
Cash flow hedges, net of income tax	4,379			5,174			(1,032		)	(4,379		)	4,142
Amortization of pension and postretirement plans, net of income tax	(542		)	(542		)	—			542			(542		)
Total other comprehensive (loss) income	(4,253		)	4,632			(11,559		)	4,253			(6,927		)
COMPREHENSIVE INCOME	19,179			29,459			29,187			(54,113		)	23,712
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(4,533		)	—			(4,533		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$19,179			$29,459			$24,654			($54,113	)		$19,179



	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	—			—				$184,419		—				$184,419
Costs and Expenses
Cost of sales	—			—			(136,983		)	—			(136,983		)
Selling and general expenses	—			(4,096		)	(5,840		)	—			(9,936		)
Other operating (loss) income, net	—			(81		)	1,852			—			1,771
	—			(4,177		)	(140,971		)	—			(145,148		)
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 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 INCOME (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 income (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 Nine Months Ended September 30, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$649,991		—				$649,991
Costs and Expenses
Cost of sales	—			—			(466,167		)	—			(466,167		)
Selling and general expenses	—			(14,953		)	(16,351		)	—			(31,304		)
Other operating (loss) income, net	(12		)	545			2,044			—			2,577
	(12		)	(14,408		)	(480,474		)	—			(494,894		)
OPERATING (LOSS) INCOME	(12		)	(14,408		)	169,517			—			155,097
Interest expense	(9,417		)	(14,229		)	(346		)	—			(23,992		)
Interest and miscellaneous income (expense), net	7,105			3,265			(6,350		)	—			4,020
Equity in income from subsidiaries	102,553			128,786			—			(231,339		)	—
INCOME BEFORE INCOME TAXES	100,229			103,414			162,821			(231,339		)	135,125
Income tax expense	—			(861		)	(21,582		)	—			(22,443		)
NET INCOME	100,229			102,553			141,239			(231,339		)	112,682
Less: Net income attributable to noncontrolling interest	—			—			(12,453		)	—			(12,453		)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	100,229			102,553			128,786			(231,339		)	100,229
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax	(23,341		)	452			(31,051		)	23,341			(30,599		)
Cash flow hedges, net of income tax	22,476			26,460			(5,175		)	(22,476		)	21,285
Amortization of pension and postretirement plans, net of income tax	(204		)	(204		)	—			204			(204		)
Total other comprehensive income (loss)	(1,069		)	26,708			(36,226		)	1,069			(9,518		)
COMPREHENSIVE INCOME	99,160			129,261			105,013			(230,270		)	103,164
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(4,004		)	—			(4,004		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.		$99,160			$129,261			$101,009			($230,270	)		$99,160



	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	—			—				$579,874		—				$579,874
Costs and Expenses
Cost of sales	—			—			(418,421		)	—			(418,421		)
Selling and general expenses	—			(11,880		)	(17,891		)	—			(29,771		)
Other operating (loss) income, net	—			(212		)	3,956			—			3,744
	—			(12,092		)	(432,356		)	—			(444,448		)
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 BALANCE SHEETS
	As of September 30, 2018
	Rayonier Inc. (Parent Issuer)		Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$6,245		$92,747			$47,267		—				$146,259
Accounts receivable, less allowance for doubtful accounts	1,994		2,738			38,357			—			43,089
Inventory	—		—			26,950			—			26,950
Prepaid expenses	—		1,534			14,315			—			15,849
Other current assets	—		106			2,337			—			2,443
Total current assets	8,239		97,125			129,226			—			234,590
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—		—			2,386,949			—			2,386,949
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS	—		—			79,747			—			79,747
NET PROPERTY, PLANT AND EQUIPMENT	—		17,198			5,604			—			22,802
RESTRICTED CASH	—		—			45,418			—			45,418
INVESTMENT IN SUBSIDIARIES	1,875,187		3,031,631			—			(4,906,818		)	—
INTERCOMPANY RECEIVABLE	48,671		(629,661		)	580,990			—			—
OTHER ASSETS	2		37,532			35,175			—			72,709
TOTAL ASSETS		$1,932,099		$2,553,825			$3,263,109			($4,906,818	)		$2,842,215
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	—			$4,210			$18,196		—				$22,406
Accrued taxes	—		180			7,638			—			7,818
Accrued payroll and benefits	—		4,891			3,429			—			8,320
Accrued interest	6,094		1,869			—			—			7,963
Deferred revenue	—		—			13,867			—			13,867
Other current liabilities	1,994		1,029			18,226			—			21,249
Total current liabilities	8,088		12,179			61,356			—			81,623
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS	323,711		648,715			—			—			972,426
PENSION AND OTHER POSTRETIREMENT BENEFITS	—		29,609			(684		)	—			28,925
OTHER NON-CURRENT LIABILITIES	—		7,096			51,046			—			58,142
INTERCOMPANY PAYABLE	—		(18,961		)	18,961			—			—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,600,300		1,875,187			3,031,631			(4,906,818		)	1,600,300
Noncontrolling interest	—		—			100,799			—			100,799
TOTAL SHAREHOLDERS’ EQUITY	1,600,300		1,875,187			3,132,430			(4,906,818		)	1,701,099
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,932,099		$2,553,825			$3,263,109			($4,906,818	)		$2,842,215



	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 Nine Months Ended September 30, 2018
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES		($16,590	)		$165,283			$112,358		—			$261,051
INVESTING ACTIVITIES
Capital expenditures	—			(58		)	(44,079		)	—		(44,137		)
Real estate development investments	—			—			(6,889		)	—		(6,889		)
Purchase of timberlands	—			—			(38,978		)	—		(38,978		)
Investment in subsidiaries	—			40,554			—			(40,554	)	—
Other	—			—			2,132			—		2,132
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			40,496			(87,814		)	(40,554	)	(87,872		)
FINANCING ACTIVITIES (a)
Issuance of debt	—			—			1,014			—		1,014
Repayment of debt	—			(50,000		)	(4,416		)	—		(54,416		)
Dividends paid	(101,839		)	—			—			—		(101,839		)
Proceeds from the issuance of common shares under incentive stock plan	8,216			—			—			—		8,216
Repurchase of common shares	(2,980		)	—			—			—		(2,980		)
Proceeds from shareholder distribution hedge	—			—			610			—		610
Distribution to minority shareholder	—			—			(3,122		)	—		(3,122		)
Issuance of intercompany notes	(9,000		)	—			9,000			—		—
Intercompany distributions	79,874			(88,074		)	(32,354		)	40,554		—
CASH USED FOR FINANCING ACTIVITIES	(25,729		)	(138,074		)	(29,268		)	40,554		(152,517		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(1,341		)	—		(1,341		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash	(42,319		)	67,705			(6,065		)	—		19,321
Balance, beginning of year	48,564			25,042			98,750			—		172,356
Balance, end of period		$6,245			$92,747			$92,685		—			$191,677


(a)	Non-cash financing activity: In August 2018, Rayonier Inc. waived $308.7 million and $67.2 million of intercompany loans and accrued interest, respectively, due from non-guarantors.



	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			$149,605		—			$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		)
Investment in subsidiaries	—			12,307			—			(12,307	)	—
Other	—			—			383			—		383
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			12,307			(260,130		)	(12,307	)	(260,130		)
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 from equity offering, net of costs	152,390			—			—			—		152,390
Issuance of intercompany notes	(32,000		)	—			32,000			—		—
Intercompany distributions	52,809			(102,521		)	37,405			12,307		—
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	81,856			(92,521		)	27,578			12,307		29,220
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			1,113			—		1,113
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash	41,766			(2,856		)	(81,834		)	—		(42,924		)
Balance, beginning of year	21,453			9,461			126,703			—		157,617
Balance, end of period		$63,219			$6,605			$44,869		—			$114,693