What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-25 compared with 2021-02-22 · 83 added, 166 removed, 456 unchanged (35% of the section changed)

5 unchanged sentences

Our revenues, operating income and cash flows are primarily derived from the following core business segments:

Southern Timber, Pacific Northwest Timber, New Zealand Timber, Timber Funds, Real Estate, and Trading.

As of December 31, 2020, we owned, leased or managed approximately 2.7 million acres of timberlands located in the U.S.

Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading.

As of December 31, 2021, we owned, leased or managed approximately 2.7 million acres of timberland and real estate located in the U.S.

South (1.80 million acres), U.S.

Pacific Northwest (490,000 acres) and New Zealand (419,000 gross acres, or 296,000 net plantable acres).

We also act as the managing member in a private equity timber fund business with three funds comprising approximately 141,000 acres.

On a “look-through” basis, our ownership in the timber fund business equates to approximately 17,000 acres.

In addition, we engage in the trading of logs from New Zealand and Australia to Pacific Rim markets, primarily to support our New Zealand export operations.

In addition, we engage in the trading of logs to Pacific Rim markets, predominantly from New Zealand and Australia to support our New Zealand export operations;

however, we also engage in log trading activities to these markets from the U.S.

South and U.S.

Pacific Northwest.

We have an added focus to maximize the value of our land portfolio by pursuing higher and better use (“HBU”) land sale opportunities.

5 unchanged sentences

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.

Through a series of Mergers, which are further outlined in Note 1 - Summary of Significant Accounting Policies , Rayonier transferred all of its assets to the Operating Partnership, and as a result owns a 96.9% interest in the Operating Partnership and corresponding portion of taxable income or loss.

As of December 31, 2021, Rayonier owns a 97.8% interest in the Operating Partnership and a corresponding portion of taxable income or loss.

Certain operations are conducted through our taxable REIT subsidiaries (“TRS”) and subject to U.S.

30 unchanged sentences

• Advantageous Structure and Capitalization .

Under our REIT structure, we are generally not required to pay federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities,

which allows us to optimize the value of our portfolio in a tax efficient manner.

Under our REIT structure, we are generally not required to pay federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities, which allows us to optimize the value of our portfolio in a tax efficient manner.

We also maintain a strong credit profile and have investment grade debt ratings.

8 unchanged sentences

As such, we are positioning ourselves to take advantage of increasing demands for carbon solutions by companies, governments and investors.

In 2020 we completed a rigorous analysis of our carbon footprint and developed a framework for collecting and reporting such data to our investors and other stakeholders.

We rigorously analyze our carbon footprint and have developed a framework for collecting and reporting our carbon footprint to our investors and other stakeholders.

We expect that the unique environmental attributes of our forestry assets will play an increasingly important role in our efforts to create value over time.

4 unchanged sentences

• 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 intend to selectively pursue timberland acquisition opportunities that improve the average productivity of our timberland holdings, support cash flow generation from harvesting, and enhance our net carbon position.

Our acquisition strategy employs a disciplined approach with 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, the U.S.

Pacific Northwest and New Zealand.

Generally, we expect to focus our acquisition efforts on our existing operating areas.

We may also consider acquisition opportunities outside of our existing operating areas where we anticipate favorable long-term market dynamics and financial returns.

In 2020, we acquired Pope Resources, which significantly expanded and enhanced our Pacific Northwest timberland and real estate portfolio with the addition of approximately 120,000 acres of fee timberland and 4,000 leased acres.

We acquired an additional 13,000 acres of fee timberland in 2020, 69,000 acres in 2019 and 26,000 acres in 2018.

Additionally, we acquired leases or long-term forestry rights covering approximately 2,000 acres in 2020, 2,000 acres in 2019, and 4,000 acres in 2018.

In 2021, we acquired approximately 102,000 acres of fee timberland and 1,000 leased acres.

We acquired an additional 132,000 acres of fee timberland in 2020 (including 120,000 acres in the merger with Pope Resources) and 69,000 acres in 2019.

Additionally, we acquired leases or long-term forestry rights covering approximately 7,000 acres in 2020 (including 4,000 acres in the merger with Pope Resources) and 2,000 acres in 2019.

• Optimize our Portfolio Value.

2 unchanged sentences

We generally expect that sales of HBU property will comprise approximately 1% to 2% of our Southern timberland holdings on an annual basis.

While the majority of our HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements and improvements on certain properties for residential, commercial and industrial development in order to fully realize the enhanced long-term value potential of such properties.

Our HBU sales involve rural and recreational land as well as properties where we selectively pursue various land-use entitlements and improvements for residential, commercial and industrial development in order to fully realize the enhanced long-term value potential of such properties.

We further have an added strategic focus to evaluate and advance ecosystem monetization alternatives, including the long-term development of forest carbon markets.

2 unchanged sentences

However, we also periodically generate income and cash flow from the sale of non-strategic and/or non-HBU timberlands, in particular as we seek to optimize our portfolio by disposing of less desirable properties or to fund capital allocation priorities, including share repurchases, debt repayment or acquisitions.

Our strategy is to limit 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.

Our strategy is to limit 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 this strategy will support the sustainability of our harvesting activities over the long term.

5 unchanged sentences

SEGMENT INFORMATION

As a result of the Mergers, we have revised our reportable business segments, adding one additional segment, Timber Funds.

The Timber Funds segment represents operations of the three private equity timber funds included in the Pope Resources transaction – Fund II, Fund III and Fund IV (collectively, the “Funds”).

Rayonier owns 20% of Fund II, 5% of Fund III, and 15% of Fund IV and is also the managing member of the Funds.

As discussed in Note 6 - Noncontrolling Interests , the Funds are consolidated into our financial statements.

We now operate in six reportable business segments:

Rayonier operates in six reportable business segments:

Southern Timber, Pacific Northwest Timber, New Zealand Timber, Timber Funds, Real Estate and Trading.

See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 3 — Segment and Geographical Information for information on sales and operating income by reportable segment and geographic region.

As discussed in Note 7 - Noncontrolling Interests , we sold the rights to manage Fund III and Fund IV, as well as our ownership interests in both funds in July 2021.

As a result, Timber Fund III and IV balance sheets and results of operations are only included in our consolidated financial statements through the date of the sale.

In addition, we completed the liquidation of Fund II timberland assets through three separate transactions during the third and fourth quarters of 2021.

As of December 31, 2021, we continue to maintain a 20% ownership interest in Fund II, which is scheduled to terminate in March 2023.

Prior to the termination of Fund II, the remaining capital will be distributed to Fund II investors.

See Note 7 - Noncontrolling Interests and Note 8 - Variable Interest Entities for additional information.

Our timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber, New Zealand Timber and Timber Funds segments.

Sales in the Timber segments include all activities related to the harvesting of timber in addition to lease and license activities, other non-timber activities and carbon credit sales.

Sales in the Timber segments include all activities related to the harvesting of timber as well as lease and license activities, other non-timber activities and carbon credit sales.

Sales in the Timber Funds segment also include the disposition of Fund II timberland assets.

DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD

6 unchanged sentences

Our estimate includes certain timber located in restricted or environmentally sensitive areas based on an estimate of lawfully recoverable volumes from such areas.

The estimate does not include volumes in restricted or environmentally sensitive areas that may not be lawfully harvested or volumes located in economically inaccessible areas.

The estimate does not include volumes in restricted or environmentally sensitive areas that may not be lawfully

harvested or volumes located in economically inaccessible areas.

The merchantable age ( i.e.

, the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, with the exception of Oklahoma which is 17 years, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30 years for Douglas-fir in our New Zealand timberlands.

The merchantable age for our Timber Funds segment is 35 years, with the exception of Fund III’s California tree farm, which has been managed historically using an uneven-aged harvest regime wherein stands consist of trees of a variety of age classes.

As such, in California we classify merchantable volume based on the tree’s diameter at breast height (DBH), or four and one-half feet above ground.

Trees with a DBH greater than or equal to 16 inches are considered merchantable and less than 16 inches are considered pre-merchantable.

timberland and as we periodically update our statistical sampling and growth and yield models.

Our estimated merchantable timber inventory changes over time as timber is harvested, as pre-merchantable timber transitions to merchantable timber, as existing merchantable timber inventory grows, as we acquire and sell timberland and as we periodically update our statistical sampling and growth and yield models.

We estimate our merchantable timber inventory annually for purposes of calculating per unit depletion rates.

Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands, in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest and Timber Funds timberlands, and in cubic meters (m 3 ) in our New Zealand timberlands.

Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands, in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest timberlands, and in cubic meters (m 3 ) in our New Zealand timberlands.

For conversion purposes, one MBF and one m 3 is equal to approximately 7.99 and 1.12 short green tons, respectively.

For comparison purposes, we provide inventory estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as in short green tons.

The following table sets forth the estimated volumes of merchantable timber inventory by location in short green tons as of September 30, 2020 for the South, Pacific Northwest and Timber Funds and as of December 31, 2020 for New Zealand on a total and look-through basis:

The following table sets forth the estimated volumes of merchantable timber inventory by location in short green tons as of September 30, 2021 for the South and Pacific Northwest and as of December 31, 2021 for New Zealand:

(volumes in thousands of SGT)

Location Merchantable Inventory (a) % (“Look-through”) Merchantable Inventory (a) (b) %

Location Merchantable Inventory (a) %

South 63,986 70

1 unchanged sentence

New Zealand 16,879 18

Timber Funds 5,134 5 591 1

96,761 100 92,218 100

(a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2021.

(b) The “look-through” amounts include only our proportional ownership of the Timber Funds’ merchantable inventory, based on our ownership interests in Fund II, Fund III, and Fund IV of 20%, 5% and 15%, respectively.

We define sustainable yield as the average harvest level that can be sustained into perpetuity based on our estimates of biological growth and the expected productivity resulting from our reforestation and silvicultural efforts.

17 unchanged sentences

Key consumers of our timber include pulp, paper, wood products and biomass facilities.

We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands was 80 million tons and 64 million tons, respectively, as of September 30, 2020.

We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 80 million tons and 64 million tons, respectively, as of September 30, 2021.

We estimate that the sustainable yield of our Southern timberlands, including both pine and hardwoods, is approximately 6.1 to 6.5 million tons annually.

37 unchanged sentences

Our product mix in the Pacific Northwest is heavily weighted to sawtimber, which is sold to domestic wood products facilities as well as exported primarily to Pacific Rim markets.

We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands was 3,609 MMBF and 1,383 MMBF, respectively, as of September 30, 2020.

We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 3,463 MMBF and 1,342 MMBF, respectively, as of September 30, 2021.

We estimate that the sustainable yield of our Pacific Northwest timberlands is approximately 220 to 230 MMBF (or 1.75 to 1.85 million tons) annually.

We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2021 to 2025) will be modestly below our sustainable yield.

We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2022 to 2026) will be generally in line with our sustainable yield.

For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .

In 2020, we acquired approximately 124,000 acres in the Pacific Northwest Timber segment in the merger with Pope Resources.

For additional information, see Note 2 — Merger with Pope Resources .

In 2021, we did not acquire any additional acres of timberlands in the Pacific Northwest region.

For additional information, see Note 5 - Timberland Acquisitions .

The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2021 (inventory volumes are estimated at December 31 to calculate a depletion rate for the upcoming year):

35 unchanged sentences

The leased acres are generally leased through long-term arrangements including Crown Forest Licenses (“CFLs”), forestry rights and other leases.

Our New Zealand timberlands serve a domestic sawmilling market and also export logs to Pacific Rim markets.

Our New Zealand timber operations are conducted by Matariki Forestry Group, a joint venture with Stafford Capital Partners Limited.

Rotation ages typically range from 24 to 34 years for pine plantations.

Our New Zealand timberlands serve a domestic sawmilling market and also provide export logs to Pacific Rim markets.

Our New Zealand timber operations are conducted by Matariki Forestry Group, a joint venture with Stafford Capital Partners Limited (the “New Zealand subsidiary”).

We maintain a controlling financial interest of 77% in the New Zealand subsidiary and, accordingly, consolidate the New Zealand subsidiary’s balance sheet and results of operations.

4 unchanged sentences

We estimate that the sustainable yield of our New Zealand timberlands is approximately 2.1 to 2.4 million cubic meters (or 2.4 to 2.7 million tons) annually.

We expect that the average annual harvest volume of our New Zealand timberlands over the next five years (2021 to 2025) will be generally in line with our sustainable yield.

We expect that the average annual harvest volume of our New Zealand timberlands over the next five years (2022 to 2026) will be at the higher end of our sustainable yield range.

For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .

In 2020, we acquired approximately 2,000 acres of leased timberland in New Zealand.

In 2021, we acquired approximately 3,000 acres of timberland in New Zealand, including approximately 1,000 acres of leased lands.

For additional information, see Note 5 — Timberland Acquisitions .

20 unchanged sentences

(d) Includes timber located in environmentally sensitive areas.

On May 8, 2020, Rayonier Inc.

and Rayonier, L.P.

acquired Pope Resources.

Pope Resources managed and co-invested in three private equity timber funds, comprising 141,000 acres.

Upon completion of the merger, we became the manager of the timber funds, Fund II, Fund III, and Fund VI, and obtained interest in the Funds of 20%, 5%, and 15% respectively.

In accordance with Generally Accepted Accounting Principles (“GAAP”), the Funds are consolidated into our financial statements.

See Note 6 - Noncontrolling In terests for additional details.

When referring to our proportionate ownership share of the Timber Funds segment, we will refer to the sums as “look-through” totals.

These timberlands primarily comprised of Douglas-fir and western hemlock, as well as a small amount of other softwood species, such as western red cedar.

A small percentage also consists of other conifer and natural hardwoods stands such as red alder.

Predominantly our product mix is weighted toward sawtimber, which rely on domestic markets, and to a lesser extent export markets.

We estimate that the gross timber inventory and merchantable timber inventory of the Timber Funds timberlands were 1,181 MMBF and 643 MMBF, respectively, as of September 30, 2020.

We estimate that the “look-through” gross timber inventory and merchantable timber inventory of the Timber Funds timberlands were 136 MMBF and 74 MMBF as of September 30, 2020.

For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .

The following table provides a breakdown of our Timber Funds timberlands acreage and timber inventory by product and age class as of September 30, 2020 (inventory volumes at December 31 are used to calculate a depletion rate for the upcoming year):

(volumes in MBF, except as noted)

Age Class Acres (000’s) Softwood

Pulpwood (e) Softwood

Sawtimber (e) Total

Commercial Forest

0 to 4 years (a) 15 — — —

5 to 9 years 13 — — —

10 to 14 years 10 — — —

15 to 19 years 12 — — —

20 to 24 years 10 10,220 52,505 62,725

25 to 29 years 7 4,842 75,950 80,792

30 to 34 years 9 6,866 124,104 130,970

35 to 39 years 6 3,115 98,992 102,107

40 to 44 years 4 1,388 57,148 58,536

45 to 49 years 4 1,323 74,713 76,036

50+ years 30 3,482 402,401 405,883

Total Commercial Forest 120 31,236 885,813 917,049

Productive Forested Acres 120

Restricted Forest (b) 14 5,190 258,486 263,676

Total Forested Acres and Gross Inventory 134 36,426 1,144,299 1,180,725

Non-Forested Acres (c) 7

Gross Acres 141

Pre-Merchantable Age Class Inventory (d) (274,487)

Restricted Forest Inventory (263,676)

Total Merchantable Timber 642,562

Conversion factor for MBF to SGT 7.99

Total Merchantable Timber (thousands of SGT) 5,134

(a) 0 to 4 years includes clearcut acres not yet replanted.

(b) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.

(d) Includes inventory that is less than 35 years old or has a diameter breast height (DBH) of less than 16 inches in California.

(e) Includes a minor component of hardwood in red alder and other species.

The following table provides a breakdown of our “look-through” Timber Funds timberlands acreage and timber inventory by product and age class as of September 30, 2020:

(volumes in MBF, except as noted)

Age Class Acres (000’s) Softwood

Pulpwood (e) Softwood

Sawtimber (e) Total

Commercial Forest

0 to 4 years (a) 2 — — —

5 to 9 years 1 — — —

10 to 14 years 1 — — —

15 to 19 years 1 — — —

20 to 24 years 1 1,157 5,470 6,627

25 to 29 years 1 620 10,317 10,937

30 to 34 years 1 852 15,606 16,458

35 to 39 years 1 268 11,005 11,273

40 to 44 years 1 168 7,627 7,795

45 to 49 years 1 189 9,772 9,961

50+ years 3 468 44,525 44,993

Total Commercial Forest 14 3,722 104,322 108,044

Productive Forested Acres 14

Restricted Forest (b) 2 624 27,764 28,388

Total Forested Acres and Gross Inventory 16 4,346 132,086 136,432

Non-Forested Acres (c) 1

Gross Acres 17

Pre-Merchantable Age Class Inventory (d) (34,021)

Restricted Forest Inventory (28,388)

Total Merchantable Timber 74,023

Conversion factor for MBF to SGT 7.99

Total Merchantable Timber (thousands of SGT) 591

(a) 0 to 4 years includes clearcut acres not yet replanted.

(b) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.

(d) Includes inventory that is less than 35 years old or has a diameter breast height (DBH) of less than 16 inches in California.

(e) Includes a minor component of hardwood in red alder and other species.

CARBON CREDITS

The New Zealand subsidiary participates in the New Zealand Emissions Trading Scheme (“ETS”), which was designed to reduce emissions in New Zealand.

The ETS helps to reduce emissions by requiring businesses to measure and report on their greenhouse gas emissions and surrender one emissions unit (“NZU” or “carbon credit”) to the government for each metric tonne of emissions.

The New Zealand Government sets and reduces the number of units supplied into the scheme over time, which will limit the overall quantity of emissions to meet New Zealand’s emissions reduction targets.

Businesses who participate in the New Zealand ETS can buy and sell units from each other, with pricing driven by supply and demand in the scheme.

As of December 31, 2021, the New Zealand subsidiary held 1,967,510 NZUs with respect to timberlands designated as post-1989 forests.

These units were received for net carbon sequestered between 2008 and 2013 and from subsequent units acquired during 2019 and 2021.

We estimate that 375,848 of these NZUs will be required to be surrendered upon harvest with the remainder available to be freely monetized.

See Note 25 - Other Assets for information about our cost basis in carbon credits.

See Note 4 — Revenue for information about the sale of carbon units.

Due to the sale of Fund III and IV, as well as the liquidation of Fund II timberland assets, we have discontinued our disclosure of Timber Fund inventory data.

As of December 31, 2021, we no longer own any Timber Fund timberland assets.

See Note 7 - Noncontrolling Interests and Note 8 - Variable Interest Entities for additional information.

All of our U.S.

5 unchanged sentences

• Large Dispositions, and

• Conservation Easement

• Conservation Easements

The Improved Development category comprises properties sold for development for which we, through a taxable REIT subsidiary, have invested in site improvements such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.

14 unchanged sentences

This additional market intelligence also benefits our Southern and Pacific Northwest export log marketing efforts.

In the third quarter 2020, Matariki Forests Trading Ltd, entered into an export services joint venture with a third-party forest manager.

This joint venture is utilized by the New Zealand subsidiary to arrange sales, shipping and export documentation services for exported logs for which an agency fee is charged.

Our New Zealand subsidiary conducts export sales through a joint venture, which arranges sales shipping and export documentation services for an agency fee.

The New Zealand subsidiary, in turn, provides support services on a cost recovery basis to the joint venture.

Through the use of the joint venture, we are able to increase scale efficiencies, market presence and cost savings in both the Timber and Trading segments.

In addition to our direct export business, we also engage in log trading activities, which generally involve the procurement of third-party logs in order to gain scale efficiencies in our export operations.

For procured logs, the New Zealand subsidiary buys logs directly from other forest owners at New Zealand ports and exports them through an agency agreement with the export service joint venture.

Income from this business is generated by achieving a sales margin over the purchase price of the procured logs.

Revenue generated from procured log sales reflects the full sales price of the logs and is recorded as timber sales within the Trading segment.

The New Zealand subsidiary, through the Trading segment, also purchases standing timber from time to time, whereby it manages the harvest and sale of the logs for approximately one to three years.

In these instances, the cost of standing timber is capitalized as a current asset on the Consolidated Balance Sheets and recognized as non-depletion cost of sales when sold.

Revenue generated from procured log sales reflects the full sales price of the logs and is recorded as timber sales within the Trading segment.

In 2020, Trading volume from procured logs was approximately 1.0 million tons.

Of this volume, approximately 433,000 tons were sourced from outside New Zealand, primarily Australia.

Approximately 492,000 tons were purchased directly from third parties in New Zealand, while the remaining 34,000 tons were harvested from stumpage purchases and managed harvest arrangements.

In 2021, Trading volume was approximately 706,000 tons.

Of this volume, approximately 511,000 tons were purchased directly from third parties in New Zealand, 70,000 tons were sourced from outside New Zealand, (primarily Australia), and the remaining 125,000 tons were harvested from stumpage purchases and managed harvest arrangements.

Approximately 86% of third-party purchases in New Zealand were purchased at spot prices, with the New Zealand subsidiary thereby assuming some price risk on subsequent resale.

1 unchanged sentence

The New Zealand subsidiary generally seeks to mitigate its risk of loss on procured logs by securing export orders prior to or concurrent with its spot purchases of logs.

The Trading segment also generates income from commissions and logistical services provided through our log trading activities.

This income is recorded in other operating (expense) income, net as log trading marketing fees.

FOREIGN SALES AND OPERATIONS

19 unchanged sentences

Bureau of Indian Affairs

Timber Funds (a) Weyerhaeuser Company

Hancock Timber Resource Group

Green Diamond Resource Company

Campbell Global

Port Blakely Tree Farms

State of Washington Department of Natural Resources

Bureau of Indian Affairs

Sierra Pacific Industries

Fruit Growers Supply

New Forests (c)

Hearst Ranch (c)

Beaty & Associates (c)

Forest Service (c)

Michigan-California Timber Company (c)

New Zealand (b) Hancock Natural Resource Group

New Zealand (b) Manulife Investment Management Timberland and Agriculture Inc.

Kaingaroa Timberlands

3 unchanged sentences

Logs supplied into Asian markets also compete with export supply from other regions, including Europe, North America and Australia.

In our Real Estate business, we compete with other owners of entitled and unentitled properties.

8 unchanged sentences

GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS

We are subject to federal, state and local laws and regulations in the United States and New Zealand that could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act, New Zealand Resource Management Act, New Zealand Health & Safety At Work Act and various other environmental and safety laws and regulations.

We are subject to federal, state and local laws and regulations in the United States and New Zealand that could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act, New Zealand Resource Management Act, New Zealand Health and Safety At Work Act and various other environmental and safety laws and regulations.

Our operations also are subject to various international trade agreements, tariffs, taxes and regulations.

While we believe that we are in compliance in all material respects with all applicable governmental regulations, current governmental regulations may change or become more stringent or unforeseen events may occur, any of which could have a material adverse effect on our financial position or results of operations.

We are aware of hazardous substances at a former saw mill site located in Port Gamble, Washington, which we acquired as part of our recent acquisition of Pope Resources.

We are aware of hazardous substances at a former sawmill site located in Port Gamble, Washington, which we acquired as part of our acquisition of Pope Resources.

We have been identified as a “potentially liable party” at the Port Gamble site and are presently working on cleanup and remediation under the Washington Model Toxics Control Act, as well as the federal Comprehensive Environmental Response, Compensation and Liability Act programs.

13 unchanged sentences

Portions of this property require environmental remediation under federal and state environmental laws, and remediation activities are currently ongoing.

As such, through the preliminary purchase price allocation for the merger with Pope Resources, we recognized environmental liabilities for the estimated fair value of liabilities assumed.

See Note 2 - Merger with Pope Resources for additional information on the preliminary allocation of purchase price.

As such, we have recognized environmental liabilities associated with Port Gamble.

See Note 2 - Merger with Pope Resources for additional information on the allocation of purchase price.

For additional information on our environmental liabilities see Note 13 - Commitments and Note 15 - Environmental and Natural Resource Damage Liabilities .

38 unchanged sentences

RESEARCH AND DEVELOPMENT

The research and development activities of our timber operations include genetic seedling improvement, growth and yield modeling, and applied silvicultural programs to identify management practices that will improve financial returns from our timberlands.

The research and development activities of our timber operations include genetics and tree improvement, soils and seedling production, biometrics and growth/yield, environmental sustainability (including protection of water, biodiversity, and threatened and endangered (T&E) species), and carbon and climate impact.

We also contribute to research cooperatives that undertake forestry research and development.

32 unchanged sentences

Corr was a senior manager with The Walt Disney Company, where he was a key member of the team that developed the visionary town of Celebration near Orlando, Florida.

From 1990-1992, Mr.

From 1990 to 1992, Mr.

Corr served as an elected member of the Florida House of Representatives.

22 unchanged sentences

Tice, 48, Ms.

Tice was promoted to Vice President, Financial Services and Corporate Controller in M arch 2019.

Tice was promoted to Vice President and Chief Accounting Officer in April 2021.

In this position, she acts as the Company’s principal accounting officer.

She joined Rayonier in 2010 and has worked in various roles within the finance and financial reporting departments since that time.

She previously served as Director, Financial Services and Corporate Controller before being promoted to her current position.

joining Rayonier, Ms.

She previously served as Vice President, Financial Services and Corporate Controller before being promoted to her current position.

Prior to joining Rayonier, Ms.

Tice served in various accounting and/or audit roles at Deloitte & Touche, the State of Florida and two private companies located in Florida.

8 unchanged sentences

Survey results are benchmarked against our third-party provider’s global database, shared with employees and also reviewed with our Board of Directors to help set non-financial goals for management.

The recruitment, retention and development of employees is essential to our success.

We aim to provide employees with opportunities to build skills and grow professionally, while also offering competitive compensation commensurate with an individual’s experience, knowledge and performance.

Our compensation packages consist of a base salary and an annual bonus.

We also use targeted equity-based grants with a multiyear vesting schedule to help promote the retention of personnel and an ownership mentality across our organization.

Our comprehensive benefits package includes medical, dental, vision, life, accident and disability.

We also offer a health savings

account, a dependent care spending account and an employee assistance plan.

Our 401(k) retirement savings plan includes company matching contributions as well as enhanced retirement contributions.

Employee Development

6 unchanged sentences

• We conduct meetings throughout our organization addressing key safety issues.

• We offer safety courses each year in areas such as:

• We offer a variety of mandatory and optional safety courses each year in areas such as:

defensive driving, proper chainsaw use, ATV safety, CPR certifications and first aid, emergency evacuation, slips, trips and falls, overhead hazards, fire prevention, internal reporting of safety incidents, general forestry requirements and various other safety topics.

5 unchanged sentences

Similar industry practices and regulations do not exist in the United States for contractors.

Nonetheless, in addition to our employee safety programs in the U.S., we initiated programs with our U.S.

Nonetheless, in addition to our employee safety programs in the U.S., we have initiated programs with our U.S.

contractors to better educate them on safe work practices.

In 2020, our contractors published 9 safety alerts and completed 1,398 training courses on safe trucking.

In 2021, 216 safety near miss reports were submitted and 531 contractor safety meetings were conducted.

Throughout the COVID-19 pandemic, we have remained focused on protecting the health and safety of our employees and contractors, as well as their families and communities.

4 unchanged sentences

Stay Strong employs a comprehensive approach centered on four key areas:

Health and Well-Being, Financial Wellness, Work-

Life Balance and Emotional Health.

This includes a comprehensive benefits package, flexible work arrangements and generous paid time off as well as specific workshops ans programs tailored to locations.

Health and Well-Being, Financial Wellness, Work-Life Balance and Emotional Health.

This includes a comprehensive benefits package, flexible work arrangements and generous paid time off as well as specific workshops and programs tailored to locations.

Inclusion and Diversity

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business