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 (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME
	For the Three Months Ended March 31, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$134,843		—				$134,843
Costs and Expenses
Cost of sales	—			—			107,971			—			107,971
Selling and general expenses	—			2,938			6,841			—			9,779
Other operating (income) expense, net	—			(1,155		)	(4,749		)	—			(5,904		)
	—			1,783			110,063			—			111,846
OPERATING (LOSS) INCOME	—			(1,783		)	24,780			—			22,997
Interest expense	(3,139		)	(2,144		)	(1,815		)	—			(7,098		)
Interest and miscellaneous income (expense), net	2,038			681			(4,341		)	—			(1,622		)
Equity in income from subsidiaries	15,573			18,997			—			(34,570		)	—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	14,472			15,751			18,624			(34,570		)	14,277
Income tax (expense) benefit	—			(178		)	959			—			781
NET INCOME	14,472			15,573			19,583			(34,570		)	15,058
Less: Net income attributable to noncontrolling interest	—			—			586			—			586
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	14,472			15,573			18,997			(34,570		)	14,472
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax	7,288			(4,606		)	7,410			(7,288		)	2,804
Cash flow hedges, net of income tax	(13,923		)	(14,886		)	1,112			13,923			(13,774		)
Actuarial change and amortization of pension and postretirement plans, net of income tax	617			617			—			(617		)	617
Total other comprehensive income (loss)	(6,018		)	(18,875		)	8,522			6,018			(10,353		)
COMPREHENSIVE INCOME (LOSS)	8,454			(3,302		)	28,105			(28,552		)	4,705
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(3,749		)	—			(3,749		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.		$8,454			($3,302	)		$31,854			($28,552	)		$8,454



	CONDENSED CONSOLIDATING STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME
	For the Three Months Ended March 31, 2015
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
SALES	—			—				$140,305		—				$140,305
Costs and Expenses
Cost of sales	—			—			107,234			—			107,234
Selling and general expenses	—			4,949			5,949			—			10,898
Other operating income, net	—			—			(5,574		)	—			(5,574		)
	—			4,949			107,609			—			112,558
OPERATING (LOSS) INCOME	—			(4,949		)	32,696			—			27,747
Interest expense	(3,168		)	(2,524		)	(2,852		)	—			(8,544		)
Interest and miscellaneous income (expense), net	1,936			693			(4,123		)	—			(1,494		)
Equity in income from subsidiaries	18,979			24,799			—			(43,778		)	—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	17,747			18,019			25,721			(43,778		)	17,709
Income tax benefit (expense)	—			960			(489		)	—			471
NET INCOME	17,747			18,979			25,232			(43,778		)	18,180
Less: Net income attributable to noncontrolling interest	—			—			433			—			433
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	17,747			18,979			24,799			(43,778		)	17,747
OTHER COMPREHENSIVE LOSS (INCOME)
Foreign currency translation adjustment, net of income tax	(10,430		)	(10,430		)	(14,323		)	20,860			(14,323		)
Cash flow hedges, net of income tax	(615		)	(615		)	(946		)	1,230			(946		)
Actuarial change and amortization of pension and postretirement plans, net of income tax	781			781			20			(801		)	781
Total other comprehensive loss	(10,264		)	(10,264		)	(15,249		)	21,289			(14,488		)
COMPREHENSIVE INCOME (LOSS)	7,483			8,715			9,983			(22,489		)	3,692
Less: Comprehensive loss attributable to noncontrolling interest	—			—			(3,791		)	—			(3,791		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.		$7,483			$8,715			$13,774			($22,489	)		$7,483



	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of March 31, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$8,773			$27,868			$39,563		—				$76,204
Accounts receivable, less allowance for doubtful accounts	—			318			27,179			—			27,497
Inventory	—			—			17,443			—			17,443
Prepaid expenses	—			463			12,427			—			12,890
Other current assets	—			245			932			—			1,177
Total current assets	8,773			28,894			97,544			—			135,211
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—			—			2,063,691			—			2,063,691
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS	—			—			66,618			—			66,618
NET PROPERTY, PLANT AND EQUIPMENT	—			339			6,496			—			6,835
INVESTMENT IN SUBSIDIARIES	1,286,575			2,365,615			—			(3,652,190		)	—
INTERCOMPANY RECEIVABLE	34,272			(606,172		)	571,900			—			—
OTHER ASSETS	3			19,007			40,772			—			59,782
TOTAL ASSETS		$1,329,623			$1,807,683			$2,847,021			($3,652,190	)		$2,332,137
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	11				$1,164			$21,067		—				$22,242
Current maturities of long-term debt	—			—			12,211			—			12,211
Accrued taxes	—			54			4,022			—			4,076
Accrued payroll and benefits	—			1,575			1,742			—			3,317
Accrued interest	6,094			973			306			—			7,373
Other current liabilities	—			439			18,650			—			19,089
Total current liabilities	6,105			4,205			57,998			—			68,308
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS	322,789			469,008			65,632			—			857,429
PENSION AND OTHER POSTRETIREMENT BENEFITS	—			34,997			(684		)	—			34,313
OTHER NON-CURRENT LIABILITIES	—			31,859			4,448			—			36,307
INTERCOMPANY PAYABLE	(255,715		)	(18,961		)	274,676			—			—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,256,444			1,286,575			2,365,615			(3,652,190		)	1,256,444
Noncontrolling interest	—			—			79,336			—			79,336
TOTAL SHAREHOLDERS’ EQUITY	1,256,444			1,286,575			2,444,951			(3,652,190		)	1,335,780
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,329,623			$1,807,683			$2,847,021			($3,652,190	)		$2,332,137



	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of December 31, 2015
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$2,472			$13,217			$36,088		—				$51,777
Accounts receivable, less allowance for doubtful accounts	—			1,870			18,352			—			20,222
Inventory	—			—			15,351			—			15,351
Prepaid expenses	—			443			12,211			—			12,654
Other current assets	—			4,876			805			—			5,681
Total current assets	2,472			20,406			82,807			—			105,685
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	—			—			2,066,780			—			2,066,780
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS	—			—			65,450			—			65,450
NET PROPERTY, PLANT AND EQUIPMENT	—			330			6,412			—			6,742
INVESTMENT IN SUBSIDIARIES	1,321,681			2,212,405			—			(3,534,086		)	—
INTERCOMPANY RECEIVABLE	34,567			(610,450		)	575,883			—			—
OTHER ASSETS	3			18,718			52,560			—			71,281
TOTAL ASSETS		$1,358,723			$1,641,409			$2,849,892			($3,534,086	)		$2,315,938
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	609				$1,463			$19,407		—				$21,479
Current maturities of long-term debt	—			—			—			—			—
Accrued taxes	—			(10		)	3,695			—			3,685
Accrued payroll and benefits	—			3,594			3,443			—			7,037
Accrued interest	3,047			666			2,440			—			6,153
Other current liabilities	—			262			20,841			—			21,103
Total current liabilities	3,656			5,975			49,826			—			59,457
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS	322,697			280,978			226,879			—			830,554
PENSION AND OTHER POSTRETIREMENT BENEFITS	—			34,822			(685		)	—			34,137
OTHER NON-CURRENT LIABILITIES	—			16,914			13,136			—			30,050
INTERCOMPANY PAYABLE	(255,714		)	(18,961		)	274,675			—			—
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,288,084			1,321,681			2,212,405			(3,534,086		)	1,288,084
Noncontrolling interest	—			—			73,656			—			73,656
TOTAL SHAREHOLDERS’ EQUITY	1,288,084			1,321,681			2,286,061			(3,534,086		)	1,361,740
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$1,358,723			$1,641,409			$2,849,892			($3,534,086	)		$2,315,938



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	For the Three Months Ended March 31, 2016
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments		Total Consolidated
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES		$2,332			($3,624	)		$32,327		—			$31,035
INVESTING ACTIVITIES
Capital expenditures	—			—			(13,298		)	—		(13,298		)
Real estate development investments	—			—			(1,685		)	—		(1,685		)
Purchase of timberlands	—			—			(14,323		)	—		(14,323		)
Change in restricted cash	—			—			10,613			—		10,613
Investment in subsidiaries	—			1,136			—			(1,136	)	—
Other	—			—			(1,590		)	—		(1,590		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			1,136			(20,283		)	(1,136	)	(20,283		)
FINANCING ACTIVITIES
Issuance of debt	—			213,000			72,552			—		285,552
Repayment of debt	—			(25,000		)	(215,752		)	—		(240,752		)
Dividends paid	(30,675		)	—			—			—		(30,675		)
Proceeds from the issuance of common shares	18			—			—			—		18
Repurchase of common shares	(690		)	—			—			—		(690		)
Intercompany distributions	35,332			(170,861		)	134,393			1,136		—
Other	(16		)	—			—			—		(16		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	3,969			17,139			(8,807		)	1,136		13,437
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			238			—		238
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	6,301			14,651			3,475			—		24,427
Balance, beginning of year	2,472			13,217			36,088			—		51,777
Balance, end of period		$8,773			$27,868			$39,563		—			$76,204



	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	For the Three Months Ended March 31, 2015
	Rayonier Inc. (Parent Issuer)			Subsidiary Guarantors			Non- guarantors			Consolidating Adjustments			Total Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES		$6,735			$13,604			$42,105			($9,046	)		$53,398
INVESTING ACTIVITIES
Capital expenditures	—			—			(13,164		)	—			(13,164		)
Real estate development investments	—			—			(276		)	—			(276		)
Purchase of timberlands	—			—			(23,070		)	—			(23,070		)
Change in restricted cash	—			—			(7,071		)	—			(7,071		)
Investment in subsidiaries	—			(8,807		)	—			8,807			—
Other	—			—			(158		)	—			(158		)
CASH USED FOR INVESTING ACTIVITIES	—			(8,807		)	(43,739		)	8,807			(43,739		)
FINANCING ACTIVITIES
Issuance of debt	—			12,000			—			—			12,000
Repayment of debt	—			(10,000		)	(1,371		)	—			(11,371		)
Dividends paid	(31,667		)	—			—			—			(31,667		)
Proceeds from the issuance of common shares	546			—			—			—			546
Intercompany distributions	—			(9,333		)	9,094			239			—
Other	(94		)	—			—			—			(94		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(31,215		)	(7,333		)	7,723			239			(30,586		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(1,582		)	—			(1,582		)
CASH AND CASH EQUIVALENTS
Change in cash and cash equivalents	(24,480		)	(2,536		)	4,507			—			(22,509		)
Balance, beginning of year	102,218			8,105			51,235			—			161,558
Balance, end of period		$77,738			$5,569			$55,742		—				$139,049