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1.	BASIS OF PRESENTATION

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2.	DISCONTINUED OPERATIONS

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3.	RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

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(a)	Includes the Performance Fibers business that was spun-off on June 27, 2014.

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4.	EARNINGS PER COMMON SHARE

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5.	INCOME TAXES

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6.	RESTRICTED DEPOSITS

7.	JOINT VENTURE INVESTMENT

(a)	Excludes results from discontinued operations. For additional information, see Note 2 — Discontinued Operations.

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8.	SHAREHOLDERS’ EQUITY

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9.	SEGMENT AND GEOGRAPHICAL INFORMATION

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(a)	The nine months ended September 30, 2013 included a $16.1 million gain related to the consolidation of the New Zealand JV.

10.	DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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(a)	See Note 11 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy.

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11.	FAIR VALUE MEASUREMENTS

(a)	Restricted cash of $22 million and $69 million, as of September 30, 2014 and December 31, 2013, respectively, is recorded in “Other Assets” and represents the proceeds from LKE sales deposited with a third-party intermediary.

(b)	See Note 10 — Derivative Financial Instruments and Hedging Activities for information regarding the Balance Sheet classification of the Company’s derivative financial instruments.

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12.	GUARANTEES

(a)	Approximately $15 million of the standby letters of credit serve as credit support for industrial revenue bonds. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation, auto liability, and general liability policy requirements. These letters of credit will expire at various dates during 2014 and 2015 and will be renewed as required.

(b)

In conjunction with a timberland sale and note monetization in the first quarter of 2004, the Company issued a make-whole agreement pursuant to which it guaranteed $2.3 million of obligations of a special-purpose entity that was established to complete the monetization. At September 30, 2014, the Company has a de minimis liability to reflect the fair market value of its obligation to perform under the make-whole agreement.

(c)	Rayonier issues surety bonds primarily to secure timber harvesting obligations in the State of Washington. These surety bonds expire at various dates during 2015 and are expected to be renewed as required.

13.	COMMITMENTS

(a)	The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.

(b)	Purchase obligations include payments expected to be made on derivative financial instruments held in New Zealand.

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(a)	Represents acres leased by the New Zealand JV, in which Rayonier has a 65 percent interest.

14.	LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS

15.	CONTINGENCIES

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16.	INCENTIVE STOCK PLANS

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Performance share awards granted in 2012 (with a 2012-2014 performance period) continue to be subject to the same performance criteria as applied immediately prior to the spin-off, except that total shareholder return at the end of the performance period will be based on the combined stock prices of Rayonier and Rayonier Advanced Materials and any payment earned will be made in shares of Rayonier common stock and shares of Rayonier Advanced Materials common stock.

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Performance share awards granted in 2013 (with a 2013-2015 performance period) were cancelled as of the distribution date and were replaced with time-vested restricted stock of the post-separation employer of each holder (Rayonier or Rayonier Advanced Materials, as the case may be) that will vest 24 months after the distribution date, generally subject to the holder’s continued employment. The number of shares of time-vested restricted stock granted were determined in a manner intended to preserve the original value of the performance share award, subject to rounding.

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Performance share awards granted in 2014 (with a 2014-2016 performance period) were cancelled and replaced with performance share awards of the post-separation employer of each holder (Rayonier or Rayonier Advanced Materials, as the case may be), and are subject to the achievement of performance criteria that relate to the post-separation business of the applicable employer during a performance period ending December 31, 2016. The number of shares underlying each such performance share award were determined in a manner intended to preserve the original value of the award, subject to rounding.

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17.	EMPLOYEE BENEFIT PLANS

(a)	Net periodic benefit cost for the three months ended September 30, 2013 includes $3.7 million recorded in “Income from discontinued operations, net” on the Consolidated Statements of Income and Comprehensive Income.

(b)	Net periodic benefit cost for the nine months ended September 30, 2014 and September 30, 2013 includes $4.0 million and $11.2 million, respectively, recorded in “Income from discontinued operations, net” on the Consolidated Statements of Income and Comprehensive Income.

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18.	DEBT

(a)	The Senior Exchangeable Notes maturing in 2015 were discounted by $1.8 million as of September 30, 2014. Upon maturity the liability will be $131 million.

(b)	The mortgage notes due in 2017 were recorded at a premium of $1.4 million as of September 30, 2014. Upon maturity, the liability will be $52.5 million.

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19.	ACCUMULATED OTHER COMPREHENSIVE INCOME

(a)	Reflects $78 million, net of taxes, of additional losses transferred to Rayonier Advanced Materials Pension Plans offset by $20 million, net of taxes, of additional losses as a result of the revaluation required due to the spin-off. See Note 17 — Employee Benefit Plans for additional information.

(b)	This accumulated other comprehensive income component is comprised of $4 million in the computation of net periodic pension cost and $1 million of deferred tax asset related to the revaluation and transfer of liabilities as a result of the spin-off.

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20.	OTHER OPERATING INCOME, NET

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21.	CONSOLIDATING FINANCIAL STATEMENTS

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

•	Our Forest Resources segment sells standing timber (primarily at auction to third parties) and delivered logs. Forest Resources sales include all activities that relate to the harvesting of timber and other value-added activities such as the leasing of properties for hunting, mineral extraction and cell towers.

•	Our Real Estate segment manages all property sales, including those designated as higher and better use (“HBU”). We divide our real estate sales into three categories: development HBU, rural HBU (including conservation properties) and non-strategic timberlands.

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We included in the merchantable timber inventory disclosed in our Initial Form 10-K, timber in specially designated parcels located in restricted, environmentally sensitive or economically inaccessible areas. The inclusion of this timber was incorrect, inconsistent with our historical definition of merchantable timber inventory, and a significant change from prior years. We define merchantable timber inventory as an estimate of timber volume beyond a specified age that approximates such timber’s earliest economically harvestable age. Our estimate includes certain timber located in restricted or environmentally sensitive areas based upon an estimate of lawfully recoverable volumes from such areas, but does not include volumes in restricted or environmentally sensitive areas that may not be lawfully harvested or volumes located in economically inaccessible areas. See discussion of merchantable age and merchantable inventory under “—Our Timberlands.” Our revised estimate of merchantable timber inventory, as of December 31, 2013, is set forth below.

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For roughly a decade, the average rate at which we harvested timber in the U.S. Pacific Northwest exceeded the rate those timberlands could support on a long-term basis. Going forward, we intend to manage our timberlands on a “sustainable yield” basis; that is, we expect to harvest, on average, levels of timber that can be sustained into perpetuity based on our estimates of biological growth and the expected productivity resulting from our reforestation and silvicultural efforts. We estimate that the annual sustainable yield in our timberlands in the U.S. Pacific Northwest is approximately 160 MMBF (or 1.3 million tons), as compared to the average annual harvest level over the past ten years (2004 to 2013) of approximately 228 MMBF (or 1.8 million tons). We anticipate reducing the harvest level in our timberlands in the U.S. Pacific Northwest to 125 MMBF (or 1.0 million tons) annually by 2017 and maintaining that level for approximately five to ten years thereafter in order to allow for inventory replenishment and age class smoothing. We expect that our average annual harvest level in our timberlands in the U.S. Pacific Northwest for 2015 through 2019 will be approximately 140 MMBF (or 1.1 million tons). See discussion of sustainable yield under “—Our Timberlands.”

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We have periodically generated income and cash flow from the sale of non-strategic timberlands. Going forward, we expect to reduce our reliance on planned sales of non-strategic timberlands to augment cash flow generation and instead rely primarily on supporting cash flow from the operation, rather than sale, of our timberlands. We believe that reducing reliance on the sale of such properties to augment cash flow generation will support the sustainability of our timberlands and harvesting activities over the long-term. Over the past five years (2009 to 2013), sales of non-strategic timberlands totaled approximately 157,000 acres and $233 million (excluding 128,000 acres and $57 million for the sale of our New York timberlands in 2013). We expect that sales of non-strategic timberlands will be significantly lower going forward.

•	On November 7, 2014, our Board of Directors has declared a fourth quarter cash dividend of 25 cents per common share. This represents a 17% reduction from the third quarter dividend of 30 cents per common share, reflecting our expectation of reduced cash available for distribution due to lower expected annual harvest levels as described above, as well as

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As discussed above, we included in merchantable timber inventory for 2014, timber in specially designated parcels located in restricted, environmentally sensitive or economically inaccessible areas, which was incorrect, inconsistent with our definition of merchantable timber inventory, and a significant change from prior years. As a result, management determined that there was a material weakness in our internal controls related to the merchantable timber inventory, as discussed in Part I, Item 4 of this Quarterly Report on Form 10-Q. In addition, management concluded that we understated depletion expense in cost of goods sold (referred to as “Cost of sales” in our consolidated statements of income and comprehensive income) by approximately $2.0 million in each of the quarterly periods ended March 31, 2014 and June 30, 2014, which resulted in a corresponding overstatement of income from continuing operations of $1.9 million and $2.0 million, respectively, in those periods. In addition, management determined that there was a material weakness in Rayonier’s internal controls related to merchantable timber inventory as of December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014. Accordingly, we have filed amendments to our Forms 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014 and restated our interim consolidated financial statements for those periods. We determined that errors in depletion expense calculated in the years ended December 31, 2013, and 2012 were immaterial and did not require restatement. The cumulative effect of the immaterial errors in depletion expense for these and prior periods are reflected in our financial statements for the third quarter of 2014 as an out-of-period adjustment. Management and the Audit Committee have discussed these matters described above with the Company’s independent registered public accounting firm, Ernst & Young LLP (“E&Y”).

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Leading Pure-Play Land Resources Company. We believe that we are the third-largest timber REIT, owning, leasing or managing approximately 2.6 million acres of timberlands located in the U.S. and New Zealand, as of September 30, 2014. Our geographically diverse timberland holdings are strategically located in core softwood producing regions, including the U.S. South, U.S. Pacific Northwest and New Zealand. Our most significant timberland holdings are located in the U.S. South, where economic conditions allow us to obtain favorable pricing. These timberlands are strategically located in close proximity to a variety of established pulp, paper and wood products manufacturing facilities, which provide a steady source of competitive demand for both pulpwood and higher-value sawtimber products. Our Northern and New Zealand timberlands are strategically positioned near ports to capitalize on export markets serving the Asia Pacific region. Our Northern timberlands also benefit from a strong domestic sawmilling market in the U.S. Pacific Northwest.

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Attractive, Real Estate Assets with HBU Potential. We own approximately 39,000 acres in Florida and Georgia that currently have land-use entitlements and are well positioned to capture higher sales values per acre as real estate markets strengthen. These properties are part of the approximately 200,000 acres we own in the Florida/Georgia coastal region stretching from Savannah, Georgia to Daytona Beach, Florida. These timberlands provide us with opportunities to continue to add value to our portfolio through land-use entitlements and to periodically sell parcels of such land at favorable valuations relative to timberland values. In addition, we have an established track record of selling rural properties throughout much of our Southern timberlands at a premium to timberland values, and this market has historically been durable through different real estate cycles.

•	Access to Capital for Growth. We believe that our financial condition will enable us to access the capital markets on favorable terms, which will enable us to execute our realigned business strategy and pursue future timberland growth opportunities.

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Advantageous REIT Structure. We are a real estate investment trust, or REIT. Under this structure, we are generally not required to pay federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution, income, asset, shareholder and other tests. Our advantageous REIT structure supports our commitment to maximizing the value of our timberlands in a tax efficient manner and competing with other owners, managers and buyers of timberlands.

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Manage our Timberlands on a Sustainable Yield Basis for Long-term Results. We generate recurring income and cash flow from the harvest and sale of timber and intend to actively manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, generation of cash flow from harvesting activities, and responsible environmental stewardship. Going forward, our harvesting strategy is designed to produce a long-term, sustainable yield, although we may adjust harvest levels periodically to capitalize on then-current economic conditions in our markets.

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Increase the Size and Quality of our Timberland Holdings through Acquisitions. We intend to selectively pursue timberland acquisition opportunities that improve the average productivity of our timberland holdings and support cash flow generation from our annual harvesting activities. We expect there will be an ample supply of attractive timberlands available for sale as a result of anticipated sales from a number of Timberland Investment Management Organizations (“TIMOs”). This acquisition strategy requires a disciplined approach and rigorous adherence to strategic and financial metrics. Generally, we expect to focus our acquisition efforts on the most commercially desirable timber-producing regions of the U.S. South and U.S. Pacific Northwest, particularly on timberlands with an age class profile that complements the age class profile of our existing timberland holdings. We have acquired 46,000 acres of timberland year-to-date in 2014 and acquired 17,000 acres of timberland in 2013, 88,000 acres in 2012, and 308,000 acres in 2011.

•	Optimize Portfolio Value. We continuously assess potential alternative uses of our timberlands, as some of our properties may become more valuable for development, conservation, recreation or other purposes. We intend to capitalize on the value of our portfolio by opportunistically monetizing such HBU properties. While the majority of our HBU sales involve

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Focus on Timberland Operations to Support Cash Flow Generation. As described above, we rely primarily on annual harvesting activities and ongoing sales of rural and development HBU to generate cash flow from our timberland holdings. However, we periodically generate income and cash flow from the sale of non-strategic (i.e., non-HBU) timberlands, in particular as we seek to optimize our portfolio by disposing of less desirable properties. Going forward, we expect to reduce our reliance on planned sales of non-HBU timberlands to augment cash flow generation and instead rely primarily on supporting cash flow from the operation, rather than sale, of our timberlands. We believe that reducing reliance on the sale of such properties to augment cash flow generation will support the sustainability of our harvesting activities over the long term.

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Promote Best-in-Class Disclosure and Responsible Stewardship. We intend to become an industry leader in transparent disclosure, particularly relating to our timberland holdings and harvest schedules. In addition, we are committed to responsible stewardship and environmentally and economically sustainable forestry. We believe our continued commitment to transparency and the stewardship of our assets and capital will allow us to maintain our timberlands’ productivity, more effectively attract and deploy capital and enhance our reputation as a preferred timber supplier.

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(a)	First quarter 2014 included $38 million of sales from the consolidation of the New Zealand joint venture (“New Zealand JV”), whereas first quarter 2013 was accounted for on the equity method.

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(a)	Cash and cash equivalents consisted primarily of time deposits with original maturities of 90 days or less and money market accounts.

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(a)	Capital expenditures exclude strategic capital of $93 million for timberland acquisitions during the nine months ended September 30, 2014. Strategic capital totaled $140 million for the purchase of additional interest in the New Zealand JV and $12 million for timberland acquisitions for the nine months ended September 30, 2013.

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(a)	The book value of our long-term debt is currently recorded at $605.2 million on the Company’s consolidated balance sheet, but upon maturity the liability will be $603.7 million.

(b)	The book value of our current maturities of long-term debt is currently recorded at $130.5 million on the Company’s consolidated balance sheet, but upon maturity the liability will be $132.3 million.

(c)	Projected interest payments for variable rate debt we calculated based on outstanding principal amounts and interest rates as of September 30, 2014.

(d)	Purchase obligations represent payments expected to be made on derivative instruments held in New Zealand. See Note 10 — Derivative Financial Instruments and Hedging Activities.

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Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Item 4.	CONTROLS AND PROCEDURES

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•	enhancing senior finance management supervision and review of the depletion rate estimates and coordination with the Company’s technical and operations personnel as to volumes of merchantable timber included in the calculation of depletion expense,

•	instituting more formal procedures around the review and approval of changes to the estimate of merchantable timber inventory and its effect on the calculation of depletion expense, and

•	implementing controls over user access and changes to system data used in the depletion rate estimates.

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Item 1A.	Risk Factors

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Risks of Not Obtaining Benefits from the Spin-Off. After the spin-off, we believe that we will be able to, among other things, better focus our financial and operational resources on, and design and implement corporate strategies and policies targeted toward our specific business, growth profile and strategic priorities, implement and maintain a capital structure designed to meet our specific needs and more effectively respond to industry dynamics. However, the Company may not achieve some or all of the expected benefits of the spin-off, and the spin-off could lead to disruption of our operations, loss of, or inability to recruit or retain, key personnel needed to operate and grow our business, weakening of our internal standards, controls or procedures and impairment of our key customer relationships. If we fail to achieve some or all of the benefits that we expect to achieve as a standalone company, or do not achieve them in a timely or cost-effective manner, our business, financial condition and results of operations could be materially and adversely affected.

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Risks Relating to Less Diversification. Our operational and financial profile has changed as a result of the spin-off of the Performance Fibers business. As a result, our diversification of revenue sources has diminished, and it is possible that our results of operations, cash flows, working capital and financing requirements may be subject to increased volatility. If we are unable to manage that volatility, our business, financial condition and results of operations could be materially and adversely affected.

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Risks Relating to Benefits of Scale. We may not enjoy all of the benefits of scale that we enjoyed prior to the spin-off of the Performance Fibers business, when all of our businesses were held in one corporate structure. Prior to the spin-off, our businesses shared benefits of scope and scale in costs, human capital and vendor and customer relationships. The loss of these benefits of scale as a consequence of the spin-off could materially and adversely affect each of the Forest Resources and Real Estate business segments, and our financial condition and results of operations.

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•	changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which our products are sold;

•	responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;

•	trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements;

•	difficulty in establishing, staffing and managing non-U.S. operations;

•	product damage or losses incurred during shipping;

•	potentially negative consequences from changes in or interpretations of tax laws;

•	economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations; and

•	uncertainties regarding non-U.S. judicial systems, rules and procedures.

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•	not having voting control over the joint venture;

•	the venture partners at any time may have economic or business interests or goals that are inconsistent with ours;

•	the venture partners may take actions contrary to our instructions or requests, or contrary to our policies or objectives with respect to the investment; and

•	the venture partners could experience financial difficulties.

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(a)	Repurchased to satisfy the minimum tax withholding requirements related to the vesting of restricted shares under the Rayonier Incentive Stock Plan.

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