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 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. Subsidiary Guarantors Non- Consolidating 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 |