Consolidating Financial Statements | 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 (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME For the Three Months Ended September 30, 2015 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $151,657 — $151,657 Costs and Expenses Cost of sales — — 116,044 — 116,044 Selling and general expenses — 4,412 6,277 — 10,689 Other operating expense (income), net — 16 (2,871 ) — (2,855 ) — 4,428 119,450 — 123,878 OPERATING (LOSS) INCOME — (4,428 ) 32,207 — 27,779 Interest expense (3,227 ) (2,240 ) (2,114 ) — (7,581 ) Interest and miscellaneous income (expense), net 1,980 583 (4,121 ) — (1,558 ) Equity in income from subsidiaries 20,916 26,647 — (47,563 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 19,669 20,562 25,972 (47,563 ) 18,640 Income tax benefit — 354 187 — 541 NET INCOME 19,669 20,916 26,159 (47,563 ) 19,181 Less: Net loss attributable to noncontrolling interest — — (488 ) — (488 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 19,669 20,916 26,647 (47,563 ) 19,669 OTHER COMPREHENSIVE LOSS Foreign currency translation adjustment (8,662 ) (8,662 ) (13,370 ) 17,324 (13,370 ) Cash flow hedges, net of income tax (13,954 ) (13,954 ) (14,120 ) 27,908 (14,120 ) Amortization of pension and postretirement plans, net of income tax 890 890 117 (1,007 ) 890 Total other comprehensive loss (21,726 ) (21,726 ) (27,373 ) 44,225 (26,600 ) COMPREHENSIVE LOSS (2,057 ) (810 ) (1,214 ) (3,338 ) (7,419 ) Less: Comprehensive loss attributable to noncontrolling interest — — (5,363 ) — (5,363 ) COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC. ($2,057 ) ($810 ) $4,149 ($3,338 ) ($2,056 ) CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2014 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $149,829 — $149,829 Costs and Expenses Cost of sales — — 118,088 — 118,088 Selling and general expenses — 3,488 5,318 — 8,806 Other operating income, net — (854 ) (8,290 ) — (9,144 ) — 2,634 115,116 — 117,750 OPERATING (LOSS) INCOME — (2,634 ) 34,713 — 32,079 Interest expense (3,685 ) (2,981 ) (2,900 ) — (9,566 ) Interest and miscellaneous income (expense), net 1,799 554 (4,087 ) — (1,734 ) Equity in income from subsidiaries 34,587 38,414 — (73,001 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 32,701 33,353 27,726 (73,001 ) 20,779 Income tax benefit — 1,234 10,046 — 11,280 NET INCOME 32,701 34,587 37,772 (73,001 ) 32,059 Less: Net loss attributable to noncontrolling interest — — (642 ) — (642 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 32,701 34,587 38,414 (73,001 ) 32,701 OTHER COMPREHENSIVE LOSS Foreign currency translation adjustment (27,317 ) (27,317 ) (37,738 ) 54,495 (37,877 ) Cash flow hedges, net of income tax (2,270 ) (2,272 ) (3,494 ) 4,542 (3,494 ) Amortization of pension and postretirement plans, net of income tax 2,265 2,265 (4,120 ) 1,855 2,265 Total other comprehensive loss (27,322 ) (27,324 ) (45,352 ) 60,892 (39,106 ) COMPREHENSIVE INCOME (LOSS) 5,379 7,263 (7,580 ) (12,109 ) (7,047 ) Less: Comprehensive loss attributable to noncontrolling interest — — (12,295 ) (131 ) (12,426 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $5,379 $7,263 $4,715 ($11,978 ) $5,379 CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2015 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $407,764 — $407,764 Costs and Expenses Cost of sales — — 326,966 — 326,966 Selling and general expenses — 15,691 18,624 — 34,315 Other operating income, net — (445 ) (15,122 ) — (15,567 ) — 15,246 330,468 — 345,714 OPERATING (LOSS) INCOME — (15,246 ) 77,296 — 62,050 Interest expense (9,564 ) (7,304 ) (7,740 ) — (24,608 ) Interest and miscellaneous income (expense), net 5,787 1,956 (11,993 ) — (4,250 ) Equity in income from subsidiaries 39,657 58,010 — (97,667 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 35,880 37,416 57,563 (97,667 ) 33,192 Income tax benefit (expense) — 2,241 (932 ) — 1,309 NET INCOME 35,880 39,657 56,631 (97,667 ) 34,501 Less: Net loss attributable to noncontrolling interest — — (1,379 ) — (1,379 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 35,880 39,657 58,010 (97,667 ) 35,880 OTHER COMPREHENSIVE LOSS Foreign currency translation adjustment (37,100 ) (37,100 ) (53,088 ) 74,201 (53,087 ) Cash flow hedges, net of income tax (16,465 ) (16,465 ) (17,983 ) 32,930 (17,983 ) Amortization of pension and postretirement plans, net of income tax 2,414 2,414 132 (2,546 ) 2,414 Total other comprehensive loss (51,151 ) (51,151 ) (70,939 ) 104,585 (68,656 ) COMPREHENSIVE LOSS (15,271 ) (11,494 ) (14,308 ) 6,918 (34,155 ) Less: Comprehensive loss attributable to noncontrolling interest — — (18,884 ) — (18,884 ) COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC. ($15,271 ) ($11,494 ) $4,576 $6,918 ($15,271 ) CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2014 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- Consolidating Adjustments Total Consolidated SALES — — $456,161 — $456,161 Costs and Expenses Cost of sales — — 357,083 — 357,083 Selling and general expenses — 8,032 27,872 — 35,904 Other operating expense (income), net — 3,094 (24,002 ) — (20,908 ) — 11,126 360,953 — 372,079 OPERATING (LOSS) INCOME — (11,126 ) 95,208 — 84,082 Interest expense (10,074 ) (21,121 ) (4,657 ) — (35,852 ) Interest and miscellaneous income (expense), net 7,230 (3,780 ) (10,581 ) — (7,131 ) Equity in income from subsidiaries 93,324 121,047 — (214,371 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 90,480 85,020 79,970 (214,371 ) 41,099 Income tax benefit (expense) — 8,304 (2,985 ) — 5,319 INCOME FROM CONTINUING OPERATIONS 90,480 93,324 76,985 (214,371 ) 46,418 DISCONTINUED OPERATIONS, NET Income from discontinued operations, net of income tax — — 43,092 — 43,092 NET INCOME 90,480 93,324 120,077 (214,371 ) 89,510 Less: Net loss attributable to noncontrolling interest — — (970 ) — (970 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 90,480 93,324 121,047 (214,371 ) 90,480 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment (11,770 ) (11,770 ) (16,426 ) 23,540 (16,426 ) Cash flow hedges, net of income tax (1,756 ) (1,758 ) (2,703 ) 3,514 (2,703 ) Amortization of pension and postretirement plans, net of income tax 63,235 63,235 90,214 (153,449 ) 63,235 Total other comprehensive income 49,709 49,707 71,085 (126,395 ) 44,106 COMPREHENSIVE INCOME 140,189 143,031 191,162 (340,766 ) 133,616 Less: Comprehensive income attributable to noncontrolling interest — — (6,573 ) — (6,573 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $140,189 $143,031 $197,735 ($340,766 ) $140,189 CONDENSED CONSOLIDATING BALANCE SHEETS As of September 30, 2015 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $12,955 $10,760 $42,040 — $65,755 Accounts receivable, less allowance for doubtful accounts — 143 19,153 — 19,296 Inventory — — 14,506 — 14,506 Prepaid and other current assets — 11,124 12,942 — 24,066 Total current assets 12,955 22,027 88,641 — 123,623 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,038,032 — 2,038,032 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT COSTS — 67,274 — 67,274 NET PROPERTY, PLANT AND EQUIPMENT — 377 5,780 — 6,157 INVESTMENT IN SUBSIDIARIES 1,357,910 2,213,466 — (3,571,376 ) — INTERCOMPANY NOTES RECEIVABLE 266,149 (2,914 ) — (263,235 ) — OTHER ASSETS 2,396 24,599 52,379 — 79,374 TOTAL ASSETS $1,639,410 $2,257,555 $2,252,106 ($3,834,611 ) $2,314,460 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $1,437 $17,864 — $19,301 Accrued taxes — 13 17,225 — 17,238 Accrued payroll and benefits — 3,181 2,492 — 5,673 Accrued interest 5,990 500 37,782 (35,329 ) 8,943 Other current liabilities — 14,031 16,169 — 30,200 Total current liabilities 5,990 19,162 91,532 (35,329 ) 81,355 LONG-TERM DEBT 325,000 252,000 214,233 — 791,233 PENSION AND OTHER POSTRETIREMENT BENEFITS — 34,283 (684 ) — 33,599 OTHER NON-CURRENT LIABILITIES — 20,288 11,768 — 32,056 INTERCOMPANY PAYABLE — 573,912 (257,486 ) (316,426 ) — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,308,420 1,357,910 2,124,946 (3,482,856 ) 1,308,420 Noncontrolling interest — — 67,797 — 67,797 TOTAL SHAREHOLDERS’ EQUITY 1,308,420 1,357,910 2,192,743 (3,482,856 ) 1,376,217 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,639,410 $2,257,555 $2,252,106 ($3,834,611 ) $2,314,460 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $102,218 $8,105 $51,235 — $161,558 Accounts receivable, less allowance for doubtful accounts — 1,409 22,609 — 24,018 Inventory — — 8,383 — 8,383 Prepaid and other current assets — 2,009 17,736 — 19,745 Total current assets 102,218 11,523 99,963 — 213,704 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,088,501 — 2,088,501 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT COSTS — — 77,433 — 77,433 NET PROPERTY, PLANT AND EQUIPMENT — 433 6,273 — 6,706 INVESTMENT IN SUBSIDIARIES 1,463,303 2,053,911 — (3,517,214 ) — INTERCOMPANY NOTES RECEIVABLE 248,233 21,500 — (269,733 ) — OTHER ASSETS 2,763 18,369 45,639 — 66,771 TOTAL ASSETS $1,816,517 $2,105,736 $2,317,809 ($3,786,947 ) $2,453,115 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $2,810 $17,401 — $20,211 Current maturities of long-term debt — 129,706 — — 129,706 Accrued taxes — 11 11,394 — 11,405 Accrued payroll and benefits — 3,253 3,137 — 6,390 Accrued interest 3,047 2,517 31,281 (28,412 ) 8,433 Other current liabilities — 1,073 24,784 — 25,857 Total current liabilities 3,047 139,370 87,997 (28,412 ) 202,002 LONG-TERM DEBT 325,000 31,000 265,849 — 621,849 PENSION AND OTHER POSTRETIREMENT BENEFITS — 34,161 (684 ) — 33,477 OTHER NON-CURRENT LIABILITIES — 6,436 14,200 — 20,636 INTERCOMPANY PAYABLE — 431,466 (153,754 ) (277,712 ) — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,488,470 1,463,303 2,017,520 (3,480,823 ) 1,488,470 Noncontrolling interest — — 86,681 — 86,681 TOTAL SHAREHOLDERS’ EQUITY 1,488,470 1,463,303 2,104,201 (3,480,823 ) 1,575,151 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,816,517 $2,105,736 $2,317,809 ($3,786,947 ) $2,453,115 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2015 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH PROVIDED BY OPERATING ACTIVITIES $77,316 $92,414 $64,901 ($91,228 ) $143,403 INVESTING ACTIVITIES Capital expenditures — (78 ) (38,439 ) — (38,517 ) Real estate development costs — — (1,745 ) — (1,745 ) Purchase of timberlands — — (88,466 ) — (88,466 ) Change in restricted cash — — (17,835 ) — (17,835 ) Investment in Subsidiaries — (75,946 ) — 75,946 — Other — — 3,692 — 3,692 CASH USED FOR INVESTING ACTIVITIES — (76,024 ) (142,793 ) 75,946 (142,871 ) FINANCING ACTIVITIES Issuance of debt — 374,000 5,027 — 379,027 Repayment of debt — (294,472 ) (6,399 ) — (300,871 ) Dividends paid (94,280 ) — — — (94,280 ) Proceeds from the issuance of common shares 1,322 — — — 1,322 Repurchase of common shares (73,621 ) — — — (73,621 ) Debt issuance costs — (1,678 ) — — (1,678 ) Intercompany distributions — (91,585 ) 76,303 15,282 — CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (166,579 ) (13,735 ) 74,931 15,282 (90,101 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (6,234 ) — (6,234 ) CASH AND CASH EQUIVALENTS Change in cash and cash equivalents (89,263 ) 2,655 (9,195 ) — (95,803 ) Balance, beginning of year 102,218 8,105 51,235 — 161,558 Balance, end of period $12,955 $10,760 $42,040 — $65,755 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2014 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH PROVIDED BY OPERATING ACTIVITIES $219,988 $238,010 $57,801 ($231,730 ) $284,069 INVESTING ACTIVITIES Capital expenditures — (400 ) (44,842 ) — (45,242 ) Capital expenditures from discontinued operations — — (60,442 ) — (60,442 ) Real estate development costs — — (3,314 ) — (3,314 ) Purchase of timberlands — — (93,189 ) — (93,189 ) Change in restricted cash — — 47,318 — 47,318 Investment in Subsidiaries — 855,014 — (855,014 ) — Other — — (478 ) — (478 ) CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — 854,614 (154,947 ) (855,014 ) (155,347 ) FINANCING ACTIVITIES Issuance of debt — 185,000 1,110,163 — 1,295,163 Repayment of debt — (1,002,500 ) (170,549 ) — (1,173,049 ) Dividends paid (225,877 ) — — — (225,877 ) Proceeds from the issuance of common shares 4,645 — — — 4,645 Repurchase of common shares (1,834 ) — — — (1,834 ) Debt issuance costs — — (12,380 ) — (12,380 ) Net cash disbursed upon spin-off of Performance Fibers business (31,420 ) — — — (31,420 ) Issuance of intercompany notes (11,400 ) — 11,400 — — Intercompany distributions — (234,659 ) (852,085 ) 1,086,744 — Other — — (680 ) — (680 ) CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (265,886 ) (1,052,159 ) 85,869 1,086,744 (145,432 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (103 ) — (103 ) CASH AND CASH EQUIVALENTS Change in cash and cash equivalents (45,898 ) 40,465 (11,380 ) — (16,813 ) Balance, beginning of year 130,181 11,023 58,440 — 199,644 Balance, end of period $84,283 $51,488 $47,060 — $182,831 |