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 Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $711,556 — $711,556 Costs and Expenses Cost of sales — (59 ) (558,291 ) — (558,350 ) Selling and general expenses — (20,560 ) (21,086 ) — (41,646 ) Other operating (expense) income, net — (1,392 ) (3,141 ) — (4,533 ) — (22,011 ) (582,518 ) — (604,529 ) OPERATING (LOSS) INCOME — (22,011 ) 129,038 — 107,027 Interest expense (12,556 ) (19,095 ) (65 ) — (31,716 ) Interest and miscellaneous income (expense), net (1,827 ) 3,061 4,073 — 5,307 Equity in income from subsidiaries 73,488 113,284 — (186,772 ) — INCOME BEFORE INCOME TAXES 59,105 75,239 133,046 (186,772 ) 80,618 Income tax expense — (1,751 ) (11,189 ) — (12,940 ) NET INCOME 59,105 73,488 121,857 (186,772 ) 67,678 Less: Net income attributable to noncontrolling interest — — (8,573 ) — (8,573 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 59,105 73,488 113,284 (186,772 ) 59,105 OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation adjustment, net of income tax 783 (91 ) 1,054 (783 ) 963 Cash flow hedges, net of income tax (30,875 ) (32,189 ) 1,707 30,875 (30,482 ) Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax (1,350 ) (1,350 ) — 1,350 (1,350 ) Total other comprehensive (loss) income (31,442 ) (33,630 ) 2,761 31,442 (30,869 ) COMPREHENSIVE INCOME 27,663 39,858 124,618 (155,330 ) 36,809 Less: Comprehensive income attributable to noncontrolling interest — — (9,146 ) — (9,146 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $27,663 $39,858 $115,472 ($155,330 ) $27,663 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $816,138 — $816,138 Costs and Expenses Cost of sales — — (605,259 ) — (605,259 ) Selling and general expenses — (19,812 ) (22,139 ) — (41,951 ) Other operating (expense) income, net (12 ) 543 609 — 1,140 (12 ) (19,269 ) (626,789 ) — (646,070 ) OPERATING (LOSS) INCOME (12 ) (19,269 ) 189,349 — 170,068 Interest expense (12,556 ) (19,155 ) (355 ) — (32,066 ) Interest and miscellaneous income (expense), net 6,648 3,863 (5,947 ) — 4,564 Equity in income from subsidiaries 108,136 144,916 — (253,052 ) — INCOME BEFORE INCOME TAXES 102,216 110,355 183,047 (253,052 ) 142,566 Income tax expense — (2,219 ) (23,017 ) — (25,236 ) NET INCOME 102,216 108,136 160,030 (253,052 ) 117,330 Less: Net income attributable to noncontrolling interest — — (15,114 ) — (15,114 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 102,216 108,136 144,916 (253,052 ) 102,216 OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation adjustment, net of income tax (17,329 ) 386 (23,145 ) 17,329 (22,759 ) Cash flow hedges, net of income tax 5,782 8,296 (3,267 ) (5,782 ) 5,029 Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax (1,630 ) (1,630 ) — 1,630 (1,630 ) Total other comprehensive (loss) income (13,177 ) 7,052 (26,412 ) 13,177 (19,360 ) COMPREHENSIVE INCOME 89,039 115,188 133,618 (239,875 ) 97,970 Less: Comprehensive income attributable to noncontrolling interest — — (8,931 ) — (8,931 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $89,039 $115,188 $124,687 ($239,875 ) $89,039 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated SALES — — $819,596 — $819,596 Costs and Expenses Cost of sales — — (568,253 ) — (568,253 ) Selling and general expenses — (16,797 ) (23,448 ) — (40,245 ) Other operating (expense) income, net — (479 ) 4,872 — 4,393 — (17,276 ) (586,829 ) — (604,105 ) OPERATING (LOSS) INCOME — (17,276 ) 232,767 — 215,491 Interest expense (12,556 ) (19,699 ) (1,816 ) — (34,071 ) Interest and miscellaneous income (expense), net 9,679 2,878 (10,717 ) — 1,840 Equity in income from subsidiaries 151,719 186,388 — (338,107 ) — INCOME BEFORE INCOME TAXES 148,842 152,291 220,234 (338,107 ) 183,260 Income tax expense — (572 ) (21,109 ) — (21,681 ) NET INCOME 148,842 151,719 199,125 (338,107 ) 161,579 Less: Net income attributable to noncontrolling interest — — (12,737 ) — (12,737 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 148,842 151,719 186,388 (338,107 ) 148,842 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment, net of income tax 7,416 — 9,114 (7,416 ) 9,114 Cash flow hedges, net of income tax 5,353 4,214 1,479 (5,353 ) 5,693 Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax (208 ) (208 ) — 208 (208 ) Total other comprehensive income 12,561 4,006 10,593 (12,561 ) 14,599 COMPREHENSIVE INCOME 161,403 155,725 209,718 (350,668 ) 176,178 Less: Comprehensive income attributable to noncontrolling interest — — (14,775 ) — (14,775 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $161,403 $155,725 $194,943 ($350,668 ) $161,403 CONDENSED CONSOLIDATING BALANCE SHEETS Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $303 $45,792 $22,640 — $68,735 Accounts receivable, less allowance for doubtful accounts — 4,113 23,014 — 27,127 Inventory — — 14,518 — 14,518 Prepaid logging roads — — 12,128 — 12,128 Prepaid expenses — 1,361 1,239 — 2,600 Other current assets — 111 756 — 867 Total current assets 303 51,377 74,295 — 125,975 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION — — 2,482,047 — 2,482,047 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS — — 81,791 — 81,791 NET PROPERTY, PLANT AND EQUIPMENT — 16,568 5,683 — 22,251 RESTRICTED CASH — — 1,233 — 1,233 RIGHT-OF-USE ASSETS — 32,253 67,689 — 99,942 INVESTMENT IN SUBSIDIARIES 1,709,958 3,072,304 — (4,782,262 ) — INTERCOMPANY RECEIVABLE 56,935 (643,960 ) 587,025 — — OTHER ASSETS 2 (67 ) 47,822 — 47,757 TOTAL ASSETS $1,767,198 $2,528,475 $3,347,585 ($4,782,262 ) $2,860,996 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable — $2,866 $15,294 — $18,160 Current maturities of long-term debt — 82,000 — — 82,000 Accrued taxes — 59 2,973 — 3,032 Accrued payroll and benefits — 5,585 3,284 — 8,869 Accrued interest 3,047 2,158 — — 5,205 Deferred revenue — — 11,440 — 11,440 Other current liabilities — 4,453 18,027 — 22,480 Total current liabilities 3,047 97,121 51,018 — 151,186 LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS 324,170 648,959 — — 973,129 PENSION AND OTHER POSTRETIREMENT BENEFITS — 25,996 (685 ) — 25,311 LONG-TERM LEASE LIABILITY — 28,001 62,480 — 90,481 OTHER NON-CURRENT LIABILITIES — 18,440 64,807 — 83,247 INTERCOMPANY PAYABLE — — — — — TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,439,981 1,709,958 3,072,304 (4,782,262 ) 1,439,981 Noncontrolling interest — — 97,661 — 97,661 TOTAL SHAREHOLDERS’ EQUITY 1,439,981 1,709,958 3,169,965 (4,782,262 ) 1,537,642 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $1,767,198 $2,528,475 $3,347,585 ($4,782,262 ) $2,860,996 CONDENSED CONSOLIDATING BALANCE SHEETS Rayonier Inc. 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 logging roads — — 11,976 — 11,976 Prepaid expenses — 977 4,063 — 5,040 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 RECEIVABLES 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 Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES ($21,865 ) ($12,730 ) $248,848 — $214,253 INVESTING ACTIVITIES Capital expenditures — (641 ) (63,355 ) — (63,996 ) Real estate development investments — — (6,803 ) — (6,803 ) Purchase of timberlands — — (142,287 ) — (142,287 ) Investment in subsidiaries — (406 ) — 406 — Other — (8,754 ) 2,450 — (6,304 ) CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — (9,801 ) (209,995 ) 406 (219,390 ) FINANCING ACTIVITIES Issuance of debt — 82,000 — — 82,000 Repayment of debt — — — — — Dividends paid (139,531 ) (32,239 ) 30,699 — (141,071 ) Proceeds from the issuance of common shares under incentive stock plan 1,260 — — — 1,260 Repurchase of common shares (4,250 ) — — — (4,250 ) Proceeds used for Share Buybacks — (8,430 ) — — (8,430 ) Proceeds from shareholder distribution hedge — — 135 — 135 Distribution to minority shareholder — — (9,161 ) — (9,161 ) Issuance of intercompany notes — — — — — Debt issuance cost — (132 ) — — (132 ) Intercompany distributions 164,328 (77,653 ) (86,269 ) (406 ) — CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES 21,807 (36,454 ) (64,596 ) (406 ) (79,649 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (1,700 ) — (1,700 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash (58 ) (58,985 ) (27,443 ) — (86,486 ) Balance, beginning of year 361 104,777 51,316 — 156,454 Balance, end of year $303 $45,792 $23,873 — $69,968 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES $284,781 $182,057 ($156,742 ) — $310,096 INVESTING ACTIVITIES Capital expenditures — (59 ) (62,266 ) — (62,325 ) Real estate development investments — — (9,501 ) — (9,501 ) Purchase of timberlands — — (57,608 ) — (57,608 ) Investment in subsidiaries — 6,128 — (6,128 ) — Other — — (3,421 ) — (3,421 ) CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — 6,069 (132,796 ) (6,128 ) (132,855 ) FINANCING ACTIVITIES Issuance of debt — — 1,014 — 1,014 Repayment of debt — (50,000 ) (4,416 ) — (54,416 ) Dividends paid (136,698 ) (74 ) — — (136,772 ) Proceeds from the issuance of common shares under incentive stock plan 8,591 — — — 8,591 Repurchase of common shares (2,984 ) — — — (2,984 ) Proceeds from shareholder distribution hedge — — 2,025 — 2,025 Distribution to minority shareholder — — (11,172 ) — (11,172 ) Issuance of intercompany notes 299,715 18,961 (318,676 ) — — Intercompany distributions (501,608 ) (77,278 ) 572,758 6,128 — CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (332,984 ) (108,391 ) 241,533 6,128 (193,714 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 571 — 571 CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash (48,203 ) 79,735 (47,434 ) — (15,902 ) Balance, beginning of year 48,564 25,042 98,750 — 172,356 Balance, end of year $361 $104,777 $51,316 — $156,454 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Rayonier Inc. Subsidiary Guarantors Non- guarantors Consolidating Adjustments Total Consolidated CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES ($48,104 ) $111,431 $192,957 — $256,284 INVESTING ACTIVITIES Capital expenditures — — (65,345 ) — (65,345 ) Real estate development investments — — (15,784 ) — (15,784 ) Purchase of timberlands — — (242,910 ) — (242,910 ) Net proceeds from large disposition of timberlands — — 95,243 — 95,243 Rayonier office building under construction — — (6,084 ) — (6,084 ) Investment in subsidiaries — 38,546 — (38,546 ) — Other — — (373 ) — (373 ) CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES — 38,546 (235,253 ) (38,546 ) (235,253 ) FINANCING ACTIVITIES Issuance of debt — 25,000 38,389 — 63,389 Repayment of debt — (15,000 ) (85,157 ) — (100,157 ) Dividends paid (127,069 ) — — — (127,069 ) Proceeds from the issuance of common shares under incentive stock plan 4,751 — — — 4,751 Proceeds from the issuance of common shares from equity offering, net of cost 152,390 — — — 152,390 Repurchase of common shares (176 ) — — — (176 ) Issuance of intercompany notes (32,000 ) — 32,000 — — Intercompany distributions 77,319 (144,396 ) 28,531 38,546 — CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 75,215 (134,396 ) 13,763 38,546 (6,872 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 580 — 580 CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash 27,111 15,581 (27,953 ) — 14,739 Balance, beginning of year 21,453 9,461 126,703 — 157,617 Balance, end of year $48,564 $25,042 $98,750 — $172,356 |