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 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 |