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 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. Subsidiary Guarantors Non- Consolidating 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 |