What changed in this filing

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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-22 · 42 added, 41 removed, 242 unchanged (26% of the section changed)

21 unchanged sentences

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2022 Annual Meeting of Shareholders (the “Proxy Statement”).

32 unchanged sentences

Year ended December 31, 2021 $ 46,015 — ($ 9,111 ) (a) $ 36,904

Year ended December 31, 2019 38,839 481 (a) — 39,320

Year ended December 31, 2018 34,889 3,950 (a) — 38,839

(a) The 2020, 2019 and 2018 increase is comprised of valuation allowance against the TRS deferred tax assets.

Year ended December 31, 2020 39,320 6,695 (b) — 46,015

Year ended December 31, 2019 38,839 481 (b) — 39,320

(a) The 2021 decrease in the valuation allowance is due to a reduction in TRS deferred tax assets.

(b) The 2020 and 2019 increase in the valuation allowance is due to an increase in TRS deferred tax assets.

All other financial statement schedules have been omitted because they are not applicable, the required matter is not present or the required information has otherwise been supplied in the financial statements or the notes thereto.

7 unchanged sentences

Description Location

1.1 Distribution Agreement, dated September 10, 2020, by and among Rayonier Inc., Rayonier, L.P., Citigroup Global Markets Inc., Credit Suisse Securities (USA), LLC, Goldman Sachs & Co.

Morgan Securities LLC, Morgan Stanley & Co.

LLC and Raymond James & Associates, Inc .

Incorporated by reference to Exhibit 1.1 to the Registrant’s September 10, 2020 Form 8-K

2.1 Contribution, Conveyance and Assumption Agreement dated December 18, 2003 by and among Rayonier Inc., Rayonier Timberlands Operating Company, L.P., Rayonier Timberlands, L.P., Rayonier Timberlands Management, LLC, Rayonier Forest Resources, LLC, Rayland, LLC, Rayonier TRS Holdings Inc., Rayonier Minerals, LLC, Rayonier Forest Properties, LLC, Rayonier Wood Products, LLC, Rayonier Wood Procurement, LLC, Rayonier International Wood Products, LLC, Rayonier Forest Operations, LLC, Rayonier Properties, LLC and Rayonier Performance Fibers, LLC

20 unchanged sentences

Incorporated by reference to Exhibit 3.1 to the Registrant’s May 13, 2020 Form 8-K

4.1 Indenture relating to the 3.75% Senior Notes due 2022, dated March 5, 2012, between Rayonier Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee

Incorporated by reference to Exhibit 4.1 to the Registrant’s March 5, 2012 Form 8-K

3.5 Amendment No.

1 to the Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 21, 2021

Incorporated by reference to Exhibit 3.1 to the Registrant's June 30, 2021 Form 10-Q

4.1 Indenture among Rayonier, L.P., Rayonier Inc., the guarantors party thereto from time to time and The Bank of New York Mellon, N.A., as Trustee, dated as of September 9, 2020

Incorporated by reference to Exhibit 4.8 to the Registrant’s September 10, 2020 Registration Statement on Form S-3

Description Location

4.2 First Supplemental Indenture relating to the 3.75% Senior Notes due 2022, dated March 5, 2012, among Rayonier Inc., as issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee

Incorporated by reference to Exhibit 4.2 to the Registrant’s March 5, 2012 Form 8-K

4.3 Second Supplemental Indenture relating to the 3.75% Senior Notes due 2022, dated March 5, 2012, among Rayonier Inc., as issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee

Incorporated by reference to Exhibit 4.1 to the Registrant’s October 17, 2012 Form 8-K

4.4 Third Supplemental Indenture relating to the 3.750% Senior Notes due 2022, dated as of May 7, 2020, by and among Rayonier Inc., the subsidiary guarantors party thereto, Rayonier, L.P.

and The Bank of New York Mellon Trust Company, N.A., as trustee

4.2 First Supplemental Indenture, dated May 17, 2021, among Rayonier, L.P., as issuer, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee

Incorporated by reference to Exhibit 4.2 to the Registrant's May 17, 2021 Form 8-K

4.3 Form of Note for 2.750% Senior Notes due 2031 (contained in Exhibit A to Exhibit 4.2)

Incorporated by reference to Exhibit 4.2 to the Registrant’s March 5, 2012 Form 8-K

4.6 Indenture among Rayonier, L.P., Rayonier Inc., the guarantors party thereto from time to time and Wells Fargo Bank, National Association, as Trustee, dated as of September 9, 2020

Incorporated by reference to Exhibit 4.8 to the Registrant’s September 10, 2020 Registration Statement on Form S-3

Incorporated by reference to Exhibit 4.2 to the Registrant's May 17, 2021 Form 8-K

4.4 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Filed herewith

Incorporated by reference to Exhibit 4.7 to the Registrant's December 31, 2020 Form 10-K

10.1 Rayonier Investment and Savings Plan for Salaried Employees effective March 1, 1994, amended and restated effective April 1, 2015 and further amended effective September 8, 2015*

20 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2016 Form 10-Q

Description Location

10.11 Rayonier Inc.

6 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2014 Form 10-Q

Description Location

10.14 Amended and Restated Master Shareholder Agreement in Relation to Matariki Forests Australia PTY Limited, Matariki Forestry Group and Matariki Forests, dated February, 2010, by and among SAS Trustee Corporation, Deutche Asset Management (Australia) Limited, Rayonier Canterbury LLC, Rayonier New Zealand Limited, Cameron and Company Limited, Matariki Forests Australia Pty Limited, Matariki Forestry Group and Matariki Forests

18 unchanged sentences

10.22 2019 Performance Share Award Program*

Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2018 Form 10-Q

10.23 2019 Performance Share Award Program*

Incorporated by reference to Exhibit 10.18 to the Registrant’s December 31, 2019 Form 10-K

1 unchanged sentence

Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2020 Form 10-Q

10.24 2021 Performance Share Award Program*

Incorporated by reference to Exhibit 10.1 to the Registrant's March 31, 2021 Form 10-Q

10.25 2022 Performance Share Award Program*

Filed herewith

10.26 Rayonier Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.2 to the Registrant’s March 31, 2016 Form 10-Q

Description Location

10.27 Credit Agreement dated as of August 5, 2015 among Rayonier Inc., Rayonier TRS Holdings Inc.

2 unchanged sentences

Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2016 Form 10-Q

Description Location

10.28 Second Amendment to Credit Agreement, dated as of April 1, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc.

and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank

Incorporated by reference to Exhibit 10.4 to the Registrant’s March 31, 2020 Form 10-Q

10.29 Annex A to Second Amendment to Credit Agreement

Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2020 Form 10-Q

10.30 First Amendment and Incremental Term Loan Agreement dated as of April 28, 2016, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, as Borrowers, CoBank, ACB, as Administrative Agent and the several banks, financial institutions and other institutional lenders party thereto

Incorporated by reference to Exhibit 10.1 to the Registrant’s May 2, 2016 Form 8-K

10.31 Third Amendment and Incremental Term Loan Agreement, dated as of April 16, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent

Incorporated by reference to Exhibit 10.7 to the Registrant’s March 31, 2020 Form 10-Q

10.32 Fourth Amendment and Incremental Term Loan Agreement, dated as of June 1, 2021, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier L.P., as borrowers, the several banks, financial institutions and other lenders party thereto and CoBank, ACB, as administrative agent

Incorporated by reference to Exhibit 10.1 to the Registrant's June 1, 2021 Form 8-K

10.33 2016 Guarantee Agreement dated as of April 28, 2016 among Rayonier Inc., Rayonier TRS Holdings Inc.

3 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2020 Form 10-Q

10.35 Trust Agreement for the Rayonier Inc.

Executive Severance Pay Plan*

Incorporated by reference to Exhibit 10.26 to the Registrant’s December 31, 2001 Form 10-K

10.36 Amendment to Trust Agreement for the Rayonier Inc.

Executive Severance Plan*

Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2014 Form 10-Q

10.37 LTI Supplemental Terms Vesting in Event of Retirement*

4 unchanged sentences

Incorporated by reference to Exhibit 10.32 to the Registrant’s December 31, 2019 Form 10-K

10.33 Voting and Support Agreement, dated as of January 14, 2020 by and among Rayonier Inc, PT Pope Properties LLC, PMG Family Limited Partnership and Maria M.

Incorporated by reference to Exhibit 10.1 to the Registrant’s January 15, 2020 Form 8-K

10.34 Voting and Support Agreement, dated as of January 14, 2020 by and among Rayonier Inc, Emily T.

Andrews 1987 Revocable Trust, Gordon Andrews and Gordon Pope Andrews Separate Property Revocable Trust U/T/D 5/9/2013.

Incorporated by reference to Exhibit 10.2 to the Registrant’s January 15, 2020 Form 8-K

10.40 Rayonier Incentive Stock Plan Performance Share Award Agreement*

Filed herewith

10.36 Second Amendment to Credit Agreement, dated as of April 1, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc.

Incorporated by reference to Exhibit 10.4 to the Registrant’s March 31, 2020 Form 10-Q

10.37 Annex A to Second Amendment to Credit Agreement

Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2020 Form 10-Q

10.38 Accordion Increase Agreement, dated as of April 13, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank

Incorporated by reference to Exhibit 10.6 to the Registrant’s March 31, 2020 Form 10-Q

Incorporated by reference to Exhibit 10.35 to the Registrant's December 31, 2020 Form 10-K

Description Location

10.39 Third Amendment and Incremental Term Loan Agreement, dated as of April 16, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent

40.41 Accordion Increase Agreement, dated as of April 13, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank

Incorporated by reference to Exhibit 10.6 to the Registrant’s March 31, 2020 Form 10-Q

38 unchanged sentences

Furnished herewith

32.2 R ayonier, L.P.

- Certificati on of Periodic Financial R eports Unde r Section 906 of the Sarbanes -Oxley Act of 20 02

32.2 Rayonier, L.P.

- Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

7 unchanged sentences

Filed herewith

104 The cover page from the Company’s Annual Report on Form 10-K from the fiscal year ended December 31, 2020, formatted in Inline XBRL (included as Exhibit 101) Filed herewith

104 The cover page from the Company’s Annual Report on Form 10-K from the fiscal year ended December 31, 2021, formatted in Inline XBRL (included as Exhibit 101)

Filed herewith

* Management contract or compensatory plan.

20 unchanged sentences

(Principal Financial Officer)

/s/ APRIL TICE Vice President, Financial Services and Corporate Controller February 22, 2021

/s/ APRIL TICE Vice President and Chief Accounting Officer February 25, 2022

(Principal Accounting Officer)

4 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 9A. Controls and Procedures