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, 2019 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $156,417 — $156,417 Costs and Expenses Cost of sales — — (134,463 ) — (134,463 ) Selling and general expenses — (4,725 ) (5,377 ) — (10,102 ) Other operating expense, net — (17 ) (848 ) — (865 ) — (4,742 ) (140,688 ) — (145,430 ) OPERATING (LOSS) INCOME — (4,742 ) 15,729 — 10,987 Interest expense (3,139 ) (4,843 ) (14 ) — (7,996 ) Interest and miscellaneous income (expense), net (457 ) 742 503 — 788 Equity in income from subsidiaries 3,163 12,660 — (15,823 ) — (LOSS) INCOME BEFORE INCOME TAXES (433 ) 3,817 16,218 (15,823 ) 3,779 Income tax expense — (654 ) (1,597 ) — (2,251 ) NET (LOSS) INCOME (433 ) 3,163 14,621 (15,823 ) 1,528 Less: Net income attributable to noncontrolling interest — — (1,961 ) — (1,961 ) NET (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC. (433 ) 3,163 12,660 (15,823 ) (433 ) OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation adjustment, net of income tax (21,918 ) — (28,524 ) 21,918 (28,524 ) Cash flow hedges, net of income tax (11,899 ) (10,141 ) (2,283 ) 11,899 (12,424 ) Amortization of pension and postretirement plans, net of income tax 112 112 — (112 ) 112 Total other comprehensive loss (33,705 ) (10,029 ) (30,807 ) 33,705 (40,836 ) COMPREHENSIVE (LOSS) INCOME (34,138 ) (6,866 ) (16,186 ) 17,882 (39,308 ) Less: Comprehensive income attributable to noncontrolling interest — — 5,169 — 5,169 COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER INC. ($34,138 ) ($6,866 ) ($11,017 ) $17,882 ($34,139 ) 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 (expense) income, 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 Nine Months Ended September 30, 2019 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $532,764 — $532,764 Costs and Expenses Cost of sales — — (418,169 ) — (418,169 ) Selling and general expenses — (15,228 ) (15,668 ) — (30,896 ) Other operating expense, net — (1,107 ) (1,692 ) — (2,799 ) — (16,335 ) (435,529 ) — (451,864 ) OPERATING (LOSS) INCOME — (16,335 ) 97,235 — 80,900 Interest expense (9,417 ) (14,160 ) (52 ) — (23,629 ) Interest and miscellaneous income (expense), net (1,370 ) 2,634 1,914 — 3,178 Equity in income from subsidiaries 53,899 83,161 — (137,060 ) — INCOME BEFORE INCOME TAXES 43,112 55,300 99,097 (137,060 ) 60,449 Income tax expense — (1,401 ) (8,807 ) — (10,208 ) NET INCOME 43,112 53,899 90,290 (137,060 ) 50,241 Less: Net income attributable to noncontrolling interest — — (7,129 ) — (7,129 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 43,112 53,899 83,161 (137,060 ) 43,112 OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation adjustment, net of income tax (21,544 ) (90 ) (28,005 ) 21,544 (28,095 ) Cash flow hedges, net of income tax (42,248 ) (40,973 ) (1,656 ) 42,248 (42,629 ) Amortization of pension and postretirement plans, net of income tax 337 337 — (337 ) 337 Total other comprehensive loss (63,455 ) (40,726 ) (29,661 ) 63,455 (70,387 ) COMPREHENSIVE (LOSS) INCOME (20,343 ) 13,173 60,629 (73,605 ) (20,146 ) Less: Comprehensive loss attributable to noncontrolling interest — — (197 ) — (197 ) COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC. ($20,343 ) $13,173 $60,432 ($73,605 ) ($20,343 ) CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Nine Months Ended September 30, 2018 Rayonier Inc. Subsidiary Guarantors Non- Consolidating 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 (expense) 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 (LOSS) INCOME 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 (loss) income (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 BALANCE SHEETS As of September 30, 2019 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $6,181 $32,926 $17,839 — $56,946 Accounts receivable, less allowance for doubtful accounts — 2,894 23,165 — 26,059 Inventory — — 8,352 — 8,352 Prepaid expenses — 2,056 12,838 — 14,894 Other current assets — 97 182 — 279 Total current assets 6,181 37,973 62,376 — 106,530 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,408,310 — 2,408,310 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS — — 89,456 — 89,456 NET PROPERTY, PLANT AND EQUIPMENT — 16,803 5,397 — 22,200 RESTRICTED CASH — — 2,988 — 2,988 RIGHT-OF-USE ASSETS — 33,893 63,539 — 97,432 INVESTMENT IN SUBSIDIARIES 1,692,797 2,994,568 — (4,687,365 ) — INTERCOMPANY RECEIVABLE 56,257 (644,851 ) 588,594 — — OTHER ASSETS 2 (2,735 ) 42,895 — 40,162 TOTAL ASSETS $1,755,237 $2,435,651 $3,263,555 ($4,687,365 ) $2,767,078 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $3,381 $16,175 — $19,556 Accrued taxes — 227 7,869 — 8,096 Accrued payroll and benefits — 4,217 2,342 — 6,559 Accrued interest 6,094 1,882 — — 7,976 Deferred revenue — — 15,320 — 15,320 Other current liabilities — 4,747 21,515 — 26,262 Total current liabilities 6,094 14,454 63,221 — 83,769 LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS 324,079 648,910 — — 972,989 PENSION AND OTHER POSTRETIREMENT BENEFITS — 24,637 (684 ) — 23,953 LONG-TERM LEASE LIABILITY — 29,619 58,768 — 88,387 OTHER NON-CURRENT LIABILITIES — 25,234 57,125 — 82,359 TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,425,064 1,692,797 2,994,568 (4,687,365 ) 1,425,064 Noncontrolling interest — — 90,557 — 90,557 TOTAL SHAREHOLDERS’ EQUITY 1,425,064 1,692,797 3,085,125 (4,687,365 ) 1,515,621 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,755,237 $2,435,651 $3,263,555 ($4,687,365 ) $2,767,078 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2018 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $361 $104,777 $43,236 — $148,374 Accounts receivable, less allowance for doubtful accounts — 3,752 22,399 — 26,151 Inventory — — 15,703 — 15,703 Prepaid expenses — 977 16,039 — 17,016 Other current assets — 108 501 — 609 Total current assets 361 109,614 97,878 — 207,853 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,401,327 — 2,401,327 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS — — 85,609 — 85,609 NET PROPERTY, PLANT AND EQUIPMENT — 16,940 5,811 — 22,751 RESTRICTED CASH — — 8,080 — 8,080 INVESTMENT IN SUBSIDIARIES 1,833,899 3,022,875 — (4,856,774 ) — INTERCOMPANY RECEIVABLE 49,461 (638,424 ) 588,963 — — OTHER ASSETS 2 19,244 35,800 — 55,046 TOTAL ASSETS $1,883,723 $2,530,249 $3,223,468 ($4,856,774 ) $2,780,666 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $1,616 $16,403 — $18,019 Accrued taxes — 8 3,170 — 3,178 Accrued payroll and benefits — 5,848 4,568 — 10,416 Accrued interest 3,047 1,960 — — 5,007 Deferred revenue — — 10,447 — 10,447 Other current liabilities — 216 16,258 — 16,474 Total current liabilities 3,047 9,648 50,846 — 63,541 LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS 323,803 648,764 — — 972,567 PENSION AND OTHER POSTRETIREMENT BENEFITS — 30,484 (684 ) — 29,800 OTHER NON-CURRENT LIABILITIES — 7,454 52,754 — 60,208 TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,556,873 1,833,899 3,022,875 (4,856,774 ) 1,556,873 Noncontrolling interest — — 97,677 — 97,677 TOTAL SHAREHOLDERS’ EQUITY 1,556,873 1,833,899 3,120,552 (4,856,774 ) 1,654,550 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,883,723 $2,530,249 $3,223,468 ($4,856,774 ) $2,780,666 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2019 Rayonier Inc. (Parent Issuer) Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES ($14,637 ) $15,495 $163,335 — $164,193 INVESTING ACTIVITIES Capital expenditures — (619 ) (44,652 ) — (45,271 ) Real estate development investments — — (3,349 ) — (3,349 ) Purchase of timberlands — — (81,913 ) — (81,913 ) Investment in subsidiaries — (3,945 ) — 3,945 — Other — (7,304 ) 5,085 — (2,219 ) CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — (11,868 ) (124,829 ) 3,945 (132,752 ) FINANCING ACTIVITIES Dividends paid (104,667 ) (25,983 ) 24,525 — (106,125 ) Proceeds from the issuance of common shares under incentive stock plan 831 — — — 831 Repurchase of common shares (4,249 ) — — — (4,249 ) Repurchase of common shares made under repurchase program — (8,430 ) — — (8,430 ) Proceeds from shareholder distribution hedge — — 135 — 135 Distribution to minority shareholder — — (7,315 ) — (7,315 ) Intercompany distributions 128,542 (41,065 ) (83,532 ) (3,945 ) — CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 20,457 (75,478 ) (66,187 ) (3,945 ) (125,153 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (2,808 ) — (2,808 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash 5,820 (71,851 ) (30,489 ) — (96,520 ) Balance, beginning of year 361 104,777 51,316 — 156,454 Balance, end of period $6,181 $32,926 $20,827 — $59,934 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS 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 PROVIDED BY (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. |