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, 2016 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $171,421 — $171,421 Costs and Expenses Cost of sales — — 116,624 — 116,624 Selling and general expenses — 5,904 4,703 — 10,607 Other operating expense (income), net — 190 (5,689 ) — (5,499 ) — 6,094 115,638 — 121,732 OPERATING (LOSS) INCOME — (6,094 ) 55,783 — 49,689 Interest expense (3,139 ) (5,150 ) (255 ) — (8,544 ) Interest and miscellaneous income (expense), net 2,199 694 (2,635 ) — 258 Equity in income from subsidiaries 40,295 50,315 — (90,610 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 39,355 39,765 52,893 (90,610 ) 41,403 Income tax benefit (expense) — 530 (1,309 ) — (779 ) NET INCOME 39,355 40,295 51,584 (90,610 ) 40,624 Less: Net income attributable to noncontrolling interest — — 1,269 — 1,269 NET INCOME ATTRIBUTABLE TO RAYONIER INC. 39,355 40,295 50,315 (90,610 ) 39,355 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment, net of income tax 9,793 — 12,020 (9,791 ) 12,022 Cash flow hedges, net of income tax 4,044 3,530 665 (4,044 ) 4,195 Actuarial change and amortization of pension and postretirement plans, net of income tax 632 632 — (632 ) 632 Total other comprehensive income 14,469 4,162 12,685 (14,467 ) 16,849 COMPREHENSIVE INCOME 53,824 44,457 64,269 (105,077 ) 57,473 Less: Comprehensive income attributable to noncontrolling interest — — 3,649 — 3,649 COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $53,824 $44,457 $60,620 ($105,077 ) $53,824 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 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 (expense) — 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) INCOME Foreign currency translation adjustment, net of income tax (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 ) Actuarial change and 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 (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME For the Nine Months Ended September 30, 2016 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $567,814 — $567,814 Costs and Expenses Cost of sales — — 362,790 — 362,790 Selling and general expenses — 11,485 20,153 — 31,638 Other operating expense (income), net — 378 (21,245 ) — (20,867 ) — 11,863 361,698 — 373,561 OPERATING (LOSS) INCOME — (11,863 ) 206,116 — 194,253 Interest expense (9,417 ) (11,678 ) (2,508 ) — (23,603 ) Interest and miscellaneous income (expense), net 6,346 2,059 (9,520 ) — (1,115 ) Equity in income from subsidiaries 166,719 188,588 — (355,307 ) — INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 163,648 167,106 194,088 (355,307 ) 169,535 Income tax expense — (387 ) (1,887 ) — (2,274 ) NET INCOME 163,648 166,719 192,201 (355,307 ) 167,261 Less: Net income attributable to noncontrolling interest — — 3,613 — 3,613 NET INCOME ATTRIBUTABLE TO RAYONIER INC. 163,648 166,719 188,588 (355,307 ) 163,648 OTHER COMPREHENSIVE INCOME (LOSS) — Foreign currency translation adjustment, net of income tax 20,529 (4,607 ) 32,653 (20,529 ) 28,046 Cash flow hedges, net of income tax (22,733 ) (25,458 ) 3,403 22,733 (22,055 ) Actuarial change and amortization of pension and postretirement plans, net of income tax 1,881 1,881 — (1,881 ) 1,881 Total other comprehensive (loss) income (323 ) (28,184 ) 36,056 323 7,872 COMPREHENSIVE INCOME 163,325 138,535 228,257 (354,984 ) 175,133 Less: Comprehensive income attributable to noncontrolling interest — — 11,808 — 11,808 COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $163,325 $138,535 $216,449 ($354,984 ) $163,325 CONDENSED CONSOLIDATING STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) 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) expense, 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 INCOME (LOSS) Foreign currency translation adjustment, net of income tax (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 ) Actuarial change and amortization of pension and postretirement plans, net of income tax 2,414 2,414 132 (2,546 ) 2,414 Total other comprehensive (loss) income (51,151 ) (51,151 ) (70,939 ) 104,585 (68,656 ) COMPREHENSIVE (LOSS) INCOME (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 ) CONDENSED CONSOLIDATING BALANCE SHEETS As of September 30, 2016 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $59,966 $5,320 $44,753 — $110,039 Accounts receivable, less allowance for doubtful accounts — 2,050 22,681 — 24,731 Inventory — — 16,064 — 16,064 Prepaid expenses — 985 11,579 — 12,564 Assets held for sale — — 47,361 — 47,361 Other current assets — 242 3,127 — 3,369 Total current assets 59,966 8,597 145,565 — 214,128 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,325,489 — 2,325,489 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS — — 70,324 — 70,324 NET PROPERTY, PLANT AND EQUIPMENT — 213 10,863 — 11,076 INVESTMENT IN SUBSIDIARIES 1,339,173 2,644,299 — (3,983,472 ) — INTERCOMPANY RECEIVABLE 23,396 (606,285 ) 582,889 — — OTHER ASSETS 3 21,937 28,441 — 50,381 TOTAL ASSETS $1,422,538 $2,068,761 $3,163,571 ($3,983,472 ) $2,671,398 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $2,106 $21,629 — $23,735 Current maturities of long-term debt 31,752 — — — 31,752 Accrued taxes — (149 ) 7,041 — 6,892 Accrued payroll and benefits — 3,115 3,109 — 6,224 Accrued interest 6,094 1,960 259 — 8,313 Other current liabilities — 372 22,855 — 23,227 Total current liabilities 37,846 7,404 54,893 — 100,143 LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS 291,222 663,292 78,774 — 1,033,288 PENSION AND OTHER POSTRETIREMENT BENEFITS — 35,386 (684 ) — 34,702 OTHER NON-CURRENT LIABILITIES — 42,466 12,218 — 54,684 INTERCOMPANY PAYABLE (267,715 ) (18,960 ) 286,675 — — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,361,185 1,339,173 2,644,299 (3,983,472 ) 1,361,185 Noncontrolling interest — — 87,396 — 87,396 TOTAL SHAREHOLDERS’ EQUITY 1,361,185 1,339,173 2,731,695 (3,983,472 ) 1,448,581 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,422,538 $2,068,761 $3,163,571 ($3,983,472 ) $2,671,398 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2015 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $2,472 $13,217 $36,088 — $51,777 Accounts receivable, less allowance for doubtful accounts — 1,870 18,352 — 20,222 Inventory — — 15,351 — 15,351 Prepaid expenses — 443 12,211 — 12,654 Other current assets — 4,876 805 — 5,681 Total current assets 2,472 20,406 82,807 — 105,685 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,066,780 — 2,066,780 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS — — 65,450 — 65,450 NET PROPERTY, PLANT AND EQUIPMENT — 330 6,412 — 6,742 INVESTMENT IN SUBSIDIARIES 1,321,681 2,212,405 — (3,534,086 ) — INTERCOMPANY RECEIVABLE 34,567 (610,450 ) 575,883 — — OTHER ASSETS 3 18,718 52,560 — 71,281 TOTAL ASSETS $1,358,723 $1,641,409 $2,849,892 ($3,534,086 ) $2,315,938 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 609 $1,463 $19,407 — $21,479 Accrued taxes — (10 ) 3,695 — 3,685 Accrued payroll and benefits — 3,594 3,443 — 7,037 Accrued interest 3,047 666 2,440 — 6,153 Other current liabilities — 262 20,841 — 21,103 Total current liabilities 3,656 5,975 49,826 — 59,457 LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS 322,697 280,978 226,879 — 830,554 PENSION AND OTHER POSTRETIREMENT BENEFITS — 34,822 (685 ) — 34,137 OTHER NON-CURRENT LIABILITIES — 16,914 13,136 — 30,050 INTERCOMPANY PAYABLE (255,714 ) (18,961 ) 274,675 — — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,288,084 1,321,681 2,212,405 (3,534,086 ) 1,288,084 Noncontrolling interest — — 73,656 — 73,656 TOTAL SHAREHOLDERS’ EQUITY 1,288,084 1,321,681 2,286,061 (3,534,086 ) 1,361,740 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,358,723 $1,641,409 $2,849,892 ($3,534,086 ) $2,315,938 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2016 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES ($578 ) $26,589 $137,897 — $163,908 INVESTING ACTIVITIES Capital expenditures — — (40,246 ) — (40,246 ) Real estate development investments — — (4,815 ) — (4,815 ) Purchase of timberlands — — (353,828 ) — (353,828 ) Assets purchased in business acquisition — — (1,113 ) — (1,113 ) Net proceeds from large disposition — — 126,965 — 126,965 Rayonier office building under construction — — (3,933 ) — (3,933 ) Change in restricted cash — — 22,430 — 22,430 Investment in subsidiaries — (285,937 ) — 285,937 — Other — — 444 — 444 CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES — (285,937 ) (254,096 ) 285,937 (254,096 ) FINANCING ACTIVITIES Issuance of debt — 548,000 146,096 — 694,096 Repayment of debt — (140,000 ) (314,419 ) — (454,419 ) Dividends paid (92,095 ) — — — (92,095 ) Proceeds from the issuance of common shares 889 — — — 889 Repurchase of common shares (690 ) — — — (690 ) Debt issuance costs — (818 ) — — (818 ) Issuance of intercompany notes (12,000 ) — 12,000 — — Intercompany distributions 162,107 (155,731 ) 279,561 (285,937 ) — Other (139 ) — — — (139 ) CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 58,072 251,451 123,238 (285,937 ) 146,824 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 1,626 — 1,626 CASH AND CASH EQUIVALENTS Change in cash and cash equivalents 57,494 (7,897 ) 8,665 — 58,262 Balance, beginning of year 2,472 13,217 36,088 — 51,777 Balance, end of period $59,966 $5,320 $44,753 — $110,039 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 (USED FOR) OPERATING ACTIVITIES $77,316 $92,414 $64,901 ($91,228 ) $143,403 INVESTING ACTIVITIES Capital expenditures — (78 ) (37,133 ) — (37,211 ) Real estate development investments — — (2,029 ) — (2,029 ) Purchase of timberlands — — (88,466 ) — (88,466 ) Rayonier office building under construction — — (369 ) — (369 ) Change in restricted cash — — (17,835 ) — (17,835 ) Investment in subsidiaries — (75,946 ) — 75,946 — Other — — 3,039 — 3,039 CASH (USED FOR) PROVIDED BY 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 |