RAYONIER INC 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Page Management’s Reports on Internal Control over Financial Reporting 61 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 63 Rayonier Inc.: Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2021 68 Consolidated Balance Sheets as of December 31, 2021 and 2020 69 Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2021 70 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2021 72 Rayonier, L.P.: Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2021 74 Consolidated Balance Sheets as of December 31, 2021 and 2020 75 Consolidated Statements of Changes in Capital for the Three Years Ended December 31, 2021 76 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2021 78 Notes to Consolidated Financial Statements 80 Note 1 - Summary of Significant Accounting Policies 80 Note 2 - Merger with Pope Resources 89 Note 3 - Segment and Geographical Information 92 Note 4 - Revenue 95 Note 5 - Timberland Acquisitions 97 Note 6 - Leases 98 Note 7 - Noncontrolling Interests 100 Note 8 - Variable Interest Entities 103 Note 9 - Earnings Per Share and Per Unit 105 Note 10 - Debt 107 Note 11 - Derivative Financial Instruments and Hedging Activities 112 Note 12 - Fair Value Measurements 116 Note 13 - Commitments 117 Note 14 - Contingencies 117 Note 15 - Environmental and Natural Resource Damage Liabilities 117 Note 16 - Guarantees 118 Note 17 - Higher and Better Use Timberlands and Real Estate Development Investments 119 Note 18 - Inventory 120 Note 19 - Other Operating Income (Expense), Net 120 Note 20 - Employee Benefit Plans 121 Note 21 - Incentive Stock Plans 126 Note 22 - Income Taxes 130 Note 23 - Accumulated Other Comprehensive Loss 133 Note 24 - Restricted Cash 134 Note 25 - Other Assets 135 Note 26 - Assets Held for Sale 136 Note 27 - Charges for Integration and Restructuring 136 Note 28 - Related Party 137 60 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Rayonier Inc. To Our Shareholders: The management of Rayonier Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Rayonier Inc.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework , management concluded that our internal control over financial reporting was effective as of December 31, 2021. Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an audit report on the Company’s internal control over financial reporting as of December 31, 2021. The report on the Company’s internal control over financial reporting as of December 31, 2021, is on page 63 . RAYONIER INC. By: /s/ DAVID L. NUNES David L. Nunes President and Chief Executive Officer (Principal Executive Officer) February 25, 2022 By: /s/ MARK MCHUGH Mark McHugh Senior Vice President and Chief Financial Officer (Principal Financial Officer) February 25, 2022 By: /s/ APRIL TICE April Tice Vice President and Chief Accounting Officer (Principal Accounting Officer) February 25, 2022 61 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Rayonier, L.P. To Our Unitholders: The management of Rayonier, L.P. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Operating Partnership’s management and the Rayonier Inc. Board of Directors regarding the preparation and fair presentation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Rayonier, L.P.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework , management concluded that our internal control over financial reporting was effective as of December 31, 2021. RAYONIER, L.P. By: RAYONIER, INC., its sole general partner By: /s/ DAVID L. NUNES David L. Nunes President and Chief Executive Officer (Principal Executive Officer) February 25, 2022 By: /s/ MARK MCHUGH Mark McHugh Senior Vice President and Chief Financial Officer (Principal Financial Officer) February 25, 2022 By: /s/ APRIL TICE April Tice Vice President and Chief Accounting Officer (Principal Accounting Officer) February 25, 2022 62 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Rayonier Inc. Opinion on Internal Control Over Financial Reporting We have audited Rayonier Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rayonier Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and schedule and our report dated February 25, 2022 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Jacksonville, Florida February 25, 2022 63 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Rayonier Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rayonier Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 64 Table of Contents Depletion of Timber Description of the Matter For the year ended December 31, 2021, the Company recognized $242 million in depletion expense and the Timber and Timberlands balance, net of depletion and amortization, was $2,895 million at December 31, 2021. As described in Note 1 to the financial statements, the Company establishes an annual depletion rate for each particular region. Depletion rates are determined by region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. The Company charges accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold. Auditing management’s annual depletion rate was complex and subjective due to the estimation uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the depletion rate for each region. In particular, estimating the standing merchantable inventory volume involves statistical sampling and growth modeling using inputs such as growth estimates, harvest information and environmental and operational restrictions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for establishing the annual depletion rate for each geographic region. For example, we tested controls over management’s review of the standing merchantable inventory volume that was determined for each geographic region. To test the annual depletion rates (including standing merchantable inventory volume), our audit procedures included, among others, evaluating the methodology used and testing the completeness and accuracy of the underlying data used by the Company. We inspected satellite images to test timber existence and assessed the timberland for features that would impact the Company’s ability to harvest its timber. In addition, we evaluated current year changes to harvestability, analyzed the change in depletion as a percentage of sales, utilized published industry growth rates to assess the increase in timber volume growth and compared actual volume harvested to the volume estimated by the Company. / s / Ernst & Young LLP We have served as the Company’s auditor since 2012. Jacksonville, Florida February 25, 2022 65 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Rayonier Inc., the general partner of Rayonier, L.P. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rayonier, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive income, capital and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 66 Table of Contents Depletion of Timber Description of the Matter For the year ended December 31, 2021, the Operating Partnership recognized $242 million in depletion expense and the Timber and Timberlands balance, net of depletion and amortization, was $2,895 million at December 31, 2021. As described in Note 1 to the financial statements, the Operating Partnership establishes an annual depletion rate for each particular region. Depletion rates are determined by region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. The Operating Partnership charges accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold. Auditing management’s annual depletion rate was complex and subjective due to the estimation uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the depletion rate for each region. In particular, estimating the standing merchantable inventory volume involves statistical sampling and growth modeling using inputs such as growth estimates, harvest information and environmental and operational restrictions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Operating Partnership’s process for establishing the annual depletion rate for each geographic region. For example, we tested controls over management’s review of the standing merchantable inventory volume that was determined for each geographic region. To test the annual depletion rates (including standing merchantable inventory volume), our audit procedures included, among others, evaluating the methodology used and testing the completeness and accuracy of the underlying data used by the Operating Partnership. We inspected satellite images to test timber existence and assessed the timberland for features that would impact the Operating Partnership’s ability to harvest its timber. In addition, we evaluated current year changes to harvestability, analyzed the change in depletion as a percentage of sales, utilized published industry growth rates to assess the increase in timber volume growth and compared actual volume harvested to the volume estimated by the Operating Partnership. / s / Ernst & Young LLP We have served as the Operating Partnership’s auditor since 2019. Jacksonville, Florida February 25, 2022 67 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Years Ended December 31, (Thousands of dollars, except per share data) 2021 2020 2019 SALES (NOTE 4) $ 1,109,597 $ 859,154 $ 711,556 Costs and Expenses Cost of sales ( 796,115 ) ( 712,436 ) ( 558,350 ) Selling and general expenses ( 57,791 ) ( 50,645 ) ( 41,646 ) Other operating income (expense), net (Note 19) 14,084 ( 21,685 ) ( 4,533 ) ( 839,822 ) ( 784,766 ) ( 604,529 ) OPERATING INCOME 269,775 74,388 107,027 Interest expense ( 44,907 ) ( 38,768 ) ( 31,716 ) Interest and other miscellaneous income, net 280 1,173 5,307 INCOME BEFORE INCOME TAXES 225,148 36,793 80,618 Income tax expense (Note 22) ( 14,661 ) ( 7,009 ) ( 12,940 ) NET INCOME 210,487 29,784 67,678 Less: Net income attributable to noncontrolling interests in the operating partnership ( 4,516 ) ( 528 ) — Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 53,421 ) 7,828 ( 8,573 ) NET INCOME ATTRIBUTABLE TO RAYONIER INC. 152,550 37,084 59,105 OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0 ( 22,096 ) 28,272 963 Cash flow hedges, net of income tax effect of $ 2,667 , $ 1,845 and $ 664 60,315 ( 61,055 ) ( 30,482 ) Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $ 0 , $ 0 and $ 0 12,476 ( 925 ) ( 1,350 ) Total other comprehensive income (loss) 50,695 ( 33,708 ) ( 30,869 ) COMPREHENSIVE INCOME (LOSS) 261,182 ( 3,924 ) 36,809 Less: Comprehensive income attributable to noncontrolling interests in the operating partnership ( 6,116 ) ( 3,068 ) — Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 48,234 ) 1,393 ( 9,146 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC. $ 206,832 ($ 5,599 ) $ 27,663 EARNINGS PER COMMON SHARE (NOTE 9) Basic earnings per share attributable to Rayonier Inc. $ 1.08 $ 0.28 $ 0.46 Diluted earnings per share attributable to Rayonier Inc. $ 1.08 $ 0.27 $ 0.46 See Notes to Consolidated Financial Statements. 68 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, (Thousands of dollars, except share data) 2021 2020 ASSETS CURRENT ASSETS Cash and cash equivalents, excluding Timber Funds $ 358,680 $ 80,454 Cash and cash equivalents, Timber Funds 3,493 4,053 Total cash and cash equivalents 362,173 84,507 Restricted cash, Timber Funds ( Note 2 4 ) 6,341 — Accounts receivable, less allowance for doubtful accounts of $ 59 and $ 25 30,018 49,082 Inventory (Note 18) 28,523 10,594 Prepaid logging roads 14,286 12,073 Prepaid expenses 4,242 4,095 Assets held for sale (Note 26) 5,099 3,449 Other current assets 749 6,765 Total current assets 451,431 170,565 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 2,894,996 3,262,126 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS (NOTE 17) 106,878 108,518 PROPERTY, PLANT AND EQUIPMENT Land 6,401 6,548 Buildings 31,168 31,024 Machinery and equipment 6,494 4,615 Construction in progress 460 452 Total property, plant and equipment, gross 44,523 42,639 Less—accumulated depreciation ( 14,900 ) ( 12,238 ) Total property, plant and equipment, net 29,623 30,401 RESTRICTED CASH, EXCLUDING TIMBER FUNDS (NOTE 24) 625 2,975 RIGHT-OF-USE ASSETS (NOTE 6) 101,837 108,992 OTHER ASSETS (NOTE 25) 50,966 45,156 TOTAL ASSETS $ 3,636,356 $ 3,728,733 LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 23,447 $ 24,790 Current maturities of long-term debt, excluding Timber Funds (Note 10) 124,965 — Accrued taxes 12,446 7,347 Accrued payroll and benefits 14,514 12,327 Accrued interest 6,343 6,325 Deferred revenue 17,802 11,112 Distributions payable, Timber Funds 6,341 — Other current liabilities 25,863 29,234 Total current liabilities 231,721 91,135 LONG-TERM DEBT, NET, EXCLUDING TIMBER FUNDS (NOTE 10) 1,242,819 1,300,336 LONG-TERM DEBT, NET, TIMBER FUNDS (NOTE 10) — 60,179 PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 20) 10,478 23,344 LONG-TERM LEASE LIABILITY (NOTE 6) 93,416 100,251 OTHER NON-CURRENT LIABILITIES 108,521 160,722 COMMITMENTS AND CONTINGENCIES ( NOTES 13 and 14) NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP (NOTE 7) 133,823 130,121 SHAREHOLDERS’ EQUITY Common Shares, 480,000,000 shares authorized, 145,372,961 and 137,678,822 shares issued and outstanding 1,389,073 1,101,675 Retained earnings 402,307 446,267 Accumulated other comprehensive loss (Note 23) ( 19,604 ) ( 73,885 ) TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,771,776 1,474,057 Noncontrolling interests in consolidated affiliates (Note 7) 43,802 388,588 TOTAL SHAREHOLDERS’ EQUITY 1,815,578 1,862,645 TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY $ 3,636,356 $ 3,728,733 See Notes to Consolidated Financial Statements. 69 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Thousands of dollars, except share data) Common Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’ Equity Shares Amount Balance, December 31, 2018 129,488,675 $ 884,263 $ 672,371 $ 239 $ 97,677 $ 1,654,550 Net income — — 59,105 — 8,573 67,678 Dividends ($ 1.08 per share) — — ( 140,040 ) — — ( 140,040 ) Issuance of shares under incentive stock plans 298,003 1,260 — — — 1,260 Stock-based compensation — 6,904 — — — 6,904 Repurchase of common shares ( 455,609 ) ( 4,250 ) ( 8,430 ) — — ( 12,680 ) Actuarial change and amortization of pension and postretirement plan liabilities — — — ( 1,350 ) — ( 1,350 ) Foreign currency translation adjustment — — — 784 179 963 Cash flow hedges — — — ( 30,875 ) 393 ( 30,482 ) Distributions to noncontrolling interests in consolidated affiliates — — — — ( 9,161 ) ( 9,161 ) Balance, December 31, 2019 129,331,069 $ 888,177 $ 583,006 ($ 31,202 ) $ 97,661 $ 1,537,642 Issuances of shares associated with the merger with Pope Resources 7,181,071 172,418 — — — 172,418 Net income (loss) — — 37,612 — ( 7,828 ) 29,784 Net income attributable to noncontrolling interests in the operating partnership — — ( 528 ) — — ( 528 ) Dividends ($ 1.08 per share) (a) — — ( 146,278 ) — — ( 146,278 ) Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 799 1,103,012 32,574 — — — 32,574 Issuance of shares under incentive stock plans 266,036 1,589 — — — 1,589 Stock-based compensation — 8,026 — — — 8,026 Repurchase of common shares ( 219,619 ) ( 1,605 ) ( 3,152 ) — — ( 4,757 ) Acquisition of noncontrolling interests in consolidated affiliates — — — — 333,366 333,366 Adjustment of noncontrolling interests in the operating partnership — — ( 24,393 ) — — ( 24,393 ) Conversion of units into common shares 17,253 496 — — — 496 Actuarial change and amortization of pension and postretirement plan liabilities — — — ( 925 ) — ( 925 ) Foreign currency translation adjustment — — — 22,928 5,344 28,272 Cash flow hedges — — — ( 62,146 ) 1,091 ( 61,055 ) Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 2,540 ) — ( 2,540 ) Distributions to noncontrolling interests in consolidated affiliates — — — — ( 12,643 ) ( 12,643 ) Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 28,403 ) ( 28,403 ) Balance, December 31, 2020 137,678,822 $ 1,101,675 $ 446,267 ($ 73,885 ) $ 388,588 $ 1,862,645 70 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED) (Thousands of dollars, except share data) Common Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’ Equity Shares Amount Balance, December 31, 2020 137,678,822 $ 1,101,675 $ 446,267 ($ 73,885 ) $ 388,588 $ 1,862,645 Net income — — 157,066 — 53,421 210,487 Net income attributable to noncontrolling interests in the operating partnership — — ( 4,516 ) — — ( 4,516 ) Dividends ($ 1.08 per share) (a) — — ( 153,980 ) — — ( 153,980 ) Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 2.5 million 6,357,972 233,033 — — — 233,033 Issuance of shares under incentive stock plans 270,713 6,029 — — — 6,029 Stock-based compensation — 9,277 — — — 9,277 Repurchase of common shares ( 47,705 ) ( 1,617 ) — — — ( 1,617 ) Fund II carried interest incentive fee — — — — ( 3,807 ) ( 3,807 ) Disposition of noncontrolling interests in consolidated affiliates — — — — ( 255,486 ) ( 255,486 ) Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — — 9,690 9,690 Adjustment of noncontrolling interests in the operating partnership — — ( 42,530 ) — — ( 42,530 ) Conversion of units into common shares 1,113,159 40,676 — — — 40,676 Actuarial change and amortization of pension and postretirement plan liabilities — — — 12,476 — 12,476 Foreign currency translation adjustment — — — ( 18,487 ) ( 3,609 ) ( 22,096 ) Cash flow hedges — — — 61,893 ( 1,578 ) 60,315 Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 1,601 ) — ( 1,601 ) Distributions to noncontrolling interests in consolidated affiliates — — — — ( 115,298 ) ( 115,298 ) Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 28,119 ) ( 28,119 ) Balance, December 31, 2021 145,372,961 $ 1,389,073 $ 402,307 ($ 19,604 ) $ 43,802 $ 1,815,578 (a) For information regarding distributions to noncontrolling interests in the operating partnership, see the Rayonier Inc. Consolidated Statements of Cash Flows and Note 7 — Noncontrolling Interests . See Notes to Consolidated Financial Statements. 71 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31 , (Thousands of dollars) 2021 2020 2019 OPERATING ACTIVITIES Net income $ 210,487 $ 29,784 $ 67,678 Adjustments to reconcile net income to cash provided by operating activities: Depreciation, depletion and amortization 155,722 164,996 128,235 Non-cash cost of land and improved development 24,976 30,368 12,565 Stock-based incentive compensation expense 9,277 8,026 6,904 Deferred income taxes 8,509 7,541 11,314 Amortization of losses from pension and postretirement plans 1,174 869 449 Timber write-offs due to casualty events — 15,203 — Gain on sale of large disposition of timberlands ( 44,784 ) ( 28,655 ) — Gain on Fund II timberland dispositions ( 51,522 ) — — Gain on sale of Timber Funds III & IV ( 3,675 ) — — Fund II carried interest incentive fee ( 3,807 ) — — Other 9,456 ( 11,100 ) ( 4,999 ) Changes in operating assets and liabilities, net of effects of merger with Pope Resources: Receivables 17,239 ( 15,378 ) ( 849 ) Inventories ( 503 ) ( 1,448 ) 1,224 Accounts payable ( 1,593 ) 5,668 ( 1,554 ) All other operating activities ( 5,846 ) ( 1,700 ) ( 6,714 ) CASH PROVIDED BY OPERATING ACTIVITIES 325,110 204,174 214,253 INVESTING ACTIVITIES Capital expenditures ( 75,965 ) ( 66,500 ) ( 63,996 ) Real estate development investments ( 12,521 ) ( 6,462 ) ( 6,803 ) Purchase of timberlands ( 179,115 ) ( 24,695 ) ( 142,287 ) Net proceeds from large disposition of timberlands 54,682 115,666 — Net proceeds from sale of Timber Funds III & IV 31,014 — — Net proceeds from Fund II timberland dispositions 154,740 — — Cash consideration for merger with Pope Resources, net of cash acquired — ( 231,068 ) — Other 912 ( 584 ) ( 6,304 ) CASH USED FOR INVESTING ACTIVITIES ( 26,253 ) ( 213,643 ) ( 219,390 ) FINANCING ACTIVITIES Issuance of debt 446,378 320,000 82,000 Repayment of debt ( 420,000 ) ( 152,000 ) — Dividends paid on common stock ( 153,515 ) ( 146,348 ) ( 141,071 ) Distributions to noncontrolling interests in the operating partnership ( 4,269 ) ( 3,596 ) — Proceeds from the issuance of common shares under incentive stock plan 5,922 1,368 1,260 Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs 230,826 32,574 — Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 1,617 ) ( 1,605 ) ( 4,250 ) Repurchase of common shares made under repurchase program — ( 3,152 ) ( 8,430 ) Debt issuance costs ( 4,846 ) ( 2,483 ) ( 132 ) Proceeds from shareholder distribution hedge — — 135 Noncontrolling interests in consolidated affiliates redemption of shares — ( 5,113 ) — Distributions to noncontrolling interests in consolidated affiliates ( 108,956 ) ( 12,643 ) ( 9,161 ) Make-whole fee on NWFCS debt prepayment ( 6,234 ) — — CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ( 16,311 ) 27,002 ( 79,649 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 889 ) ( 19 ) ( 1,700 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash 281,657 17,514 ( 86,486 ) Balance, beginning of year 87,482 69,968 156,454 Balance, end of year $ 369,139 $ 87,482 $ 69,968 See Notes to Consolidated Financial Statements. 72 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) For the Years Ended December 31 , (Thousands of dollars) 2021 2020 2019 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year: Interest (a) $ 42,672 $ 40,895 $ 32,782 Income taxes 7,392 816 1,691 Non-cash investing activity: Capital assets purchased on account $ 5,272 $ 3,205 $ 3,568 Non-cash financing activity: Equity consideration for merger with Pope Resources — $ 172,640 — Redeemable Operating Partnership Unit consideration for merger with Pope Resources — 106,752 — Noncontrolling interests in consolidated affiliates redemption of shares (b) 28,119 23,290 — (a) Interest paid is presented net of patronage payments received of $ 6.8 million , $ 4.7 million and $ 4.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. For additional information on patronage payments, see Note 10 - Debt . (b) In 2021, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 28.1 million. In 2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling interest share redemption of $ 5.1 million and a loan payable by the New Zealand subsidiary in the amount of $ 23.3 million. See Note 7 - Noncontrolling Interests and Note 10 - Debt for further information. See Notes to Consolidated Financial Statements. 73 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Years Ended December 31, (Thousands of dollars, except per unit data) 2021 2020 2019 SALES (NOTE 4) $ 1,109,597 $ 859,154 $ 711,556 Costs and Expenses Cost of sales ( 796,115 ) ( 712,436 ) ( 558,350 ) Selling and general expenses ( 57,791 ) ( 50,645 ) ( 41,646 ) Other operating income (expense), net (Note 19) 14,084 ( 21,685 ) ( 4,533 ) ( 839,822 ) ( 784,766 ) ( 604,529 ) OPERATING INCOME 269,775 74,388 107,027 Interest expense ( 44,907 ) ( 38,768 ) ( 31,716 ) Interest and other miscellaneous income, net 280 1,173 5,307 INCOME BEFORE INCOME TAXES 225,148 36,793 80,618 Income tax expense (Note 22) ( 14,661 ) ( 7,009 ) ( 12,940 ) NET INCOME 210,487 29,784 67,678 Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 53,421 ) 7,828 ( 8,573 ) NET INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS 157,066 37,612 59,105 OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0 ( 22,096 ) 28,272 963 Cash flow hedges, net of income tax effect of $ 2,667 , $ 1,845 and $ 664 60,315 ( 61,055 ) ( 30,482 ) Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $ 0 , $ 0 and $ 0 12,476 ( 925 ) ( 1,350 ) Total other comprehensive income (loss) 50,695 ( 33,708 ) ( 30,869 ) COMPREHENSIVE INCOME (LOSS) 261,182 ( 3,924 ) 36,809 Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 48,234 ) 1,393 ( 9,146 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS $ 212,948 ($ 2,531 ) $ 27,663 EARNINGS PER UNIT (NOTE 9) Basic earnings per unit attributable to Rayonier, L.P. $ 1.08 $ 0.28 $ 0.46 Diluted earnings per unit attributable to Rayonier, L.P. $ 1.08 $ 0.27 $ 0.46 See Notes to Consolidated Financial Statements. 74 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, (Thousands of dollars, except unit data) 2021 2020 ASSETS CURRENT ASSETS Cash and cash equivalents, excluding Timber Funds $ 358,680 $ 80,454 Cash and cash equivalents, Timber Funds 3,493 4,053 Total cash and cash equivalents 362,173 84,507 Restricted cash, Timber Funds ( Note 2 4 ) 6,341 — Accounts receivable, less allowance for doubtful accounts of $ 59 and $ 25 30,018 49,082 Inventory ( Note 18 ) 28,523 10,594 Prepaid logging roads 14,286 12,073 Prepaid expenses 4,242 4,095 Assets held for sale ( Note 26 ) 5,099 3,449 Other current assets 749 6,765 Total current assets 451,431 170,565 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 2,894,996 3,262,126 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS ( NOTE 17 ) 106,878 108,518 PROPERTY, PLANT AND EQUIPMENT Land 6,401 6,548 Buildings 31,168 31,024 Machinery and equipment 6,494 4,615 Construction in progress 460 452 Total property, plant and equipment, gross 44,523 42,639 Less — accumulated depreciation ( 14,900 ) ( 12,238 ) Total property, plant and equipment, net 29,623 30,401 RESTRICTED CASH, EXCLUDING TIMBER FUNDS ( NOTE 24 ) 625 2,975 RIGHT-OF-USE ASSETS ( NOTE 6 ) 101,837 108,992 OTHER ASSETS ( NOTE 25 ) 50,966 45,156 TOTAL ASSETS $ 3,636,356 $ 3,728,733 LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL CURRENT LIABILITIES Accounts payable $ 23,447 $ 24,790 Current maturities of long-term debt, excluding Timber Funds ( Note 10 ) 124,965 — Accrued taxes 12,446 7,347 Accrued payroll and benefits 14,514 12,327 Accrued interest 6,343 6,325 Deferred revenue 17,802 11,112 Distributions payable, Timber Funds 6,341 — Other current liabilities 25,863 29,234 Total current liabilities 231,721 91,135 LONG-TERM DEBT, NET, EXCLUDING TIMBER FUNDS ( NOTE 10 ) 1,242,819 1,300,336 LONG-TERM DEBT, NET, TIMBER FUNDS ( NOTE 10 ) — 60,179 PENSION AND OTHER POSTRETIREMENT BENEFITS ( NOTE 20 ) 10,478 23,344 LONG-TERM LEASE LIABILITY ( NOTE 6 ) 93,416 100,251 OTHER NON-CURRENT LIABILITIES 108,521 160,722 COMMITMENTS AND CONTINGENCIES ( NOTES 13 and 14 ) REDEEMABLE OPERATING PARTNERSHIP UNITS ( NOTE 7 ) 3,315,741 and 4,428,900 Units outstanding, respectively 133,823 130,121 CAPITAL General partners’ capital 17,872 15,454 Limited partners’ capital 1,769,367 1,529,948 Accumulated other comprehensive loss ( Note 23 ) ( 15,463 ) ( 71,345 ) TOTAL CONTROLLING INTEREST CAPITAL 1,771,776 1,474,057 Noncontrolling interests in consolidated affiliates ( Note 7 ) 43,802 388,588 TOTAL CAPITAL 1,815,578 1,862,645 TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL $ 3,636,356 $ 3,728,733 See Notes to Consolidated Financial Statements. 75 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Thousands of dollars, except unit data) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital Units General Partners’ Capital Limited Partners’ Capital Balance, December 31, 2018 $ 15,566 $ 1,541,068 $ 239 $ 97,677 $ 1,654,550 Net income 591 58,514 — 8,573 67,678 Distributions on units ($ 1.08 per unit) ( 1,400 ) ( 138,640 ) — — ( 140,040 ) Issuance of units under incentive stock plans 13 1,247 — — 1,260 Stock-based compensation 69 6,835 — — 6,904 Repurchase of units ( 127 ) ( 12,553 ) — — ( 12,680 ) Actuarial change and amortization of pension and postretirement plan liabilities — — ( 1,350 ) — ( 1,350 ) Foreign currency translation adjustment — — 784 179 963 Cash flow hedges — — ( 30,875 ) 393 ( 30,482 ) Distributions to noncontrolling interests in consolidated affiliates — — — ( 9,161 ) ( 9,161 ) Balance, December 31, 2019 $ 14,712 $ 1,456,471 ($ 31,202 ) $ 97,661 $ 1,537,642 Issuance of units associated with the merger with Pope Resources 1,724 170,694 — — 172,418 Net income (loss) 376 37,236 — ( 7,828 ) 29,784 Distributions on units ($ 1.08 per unit) ( 1,500 ) ( 148,375 ) — — ( 149,875 ) Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 799 326 32,248 — — 32,574 Issuance of units under incentive stock plans 16 1,573 — — 1,589 Stock-based compensation 81 7,945 — — 8,026 Repurchase of units ( 47 ) ( 4,710 ) — — ( 4,757 ) Adjustment of Redeemable Operating Partnership Units ( 239 ) ( 23,625 ) ( 23,864 ) Acquisition of noncontrolling interests in consolidated affiliates — — — 333,366 333,366 Conversion of units to common shares 5 491 — — 496 Actuarial change and amortization of pension and postretirement plan liabilities — — ( 925 ) — ( 925 ) Foreign currency translation adjustment — — 22,928 5,344 28,272 Cash flow hedges — — ( 62,146 ) 1,091 ( 61,055 ) Distributions to noncontrolling interests in consolidated affiliates — — — ( 12,643 ) ( 12,643 ) Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ($ 28,403 ) ( 28,403 ) Balance, December 31, 2020 $ 15,454 $ 1,529,948 ($ 71,345 ) $ 388,588 $ 1,862,645 76 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED) (Thousands of dollars, except unit data) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital Units General Partners’ Capital Limited Partners’ Capital Balance, December 31, 2020 $ 15,454 $ 1,529,948 ($ 71,345 ) $ 388,588 $ 1,862,645 Net income 1,571 155,495 — 53,421 210,487 Distributions on units ($ 1.08 per unit) ( 1,583 ) ( 156,666 ) — — ( 158,249 ) Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 2.5 million 2,330 230,703 — — 233,033 Issuance of units under incentive stock plans 60 5,969 — — 6,029 Stock-based compensation 93 9,184 — — 9,277 Repurchase of units ( 16 ) ( 1,601 ) — — ( 1,617 ) Adjustment of Redeemable Operating Partnership Units ( 444 ) ( 43,934 ) — — ( 44,378 ) Conversion of units to common shares 407 40,269 — — 40,676 Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — 9,690 9,690 Fund II carried interest incentive fee — — — ( 3,807 ) ( 3,807 ) Disposition of noncontrolling interests in consolidated affiliates — — — ( 255,486 ) ( 255,486 ) Actuarial change and amortization of pension and postretirement plan liabilities — — 12,476 — 12,476 Foreign currency translation adjustment — — ( 18,487 ) ( 3,609 ) ( 22,096 ) Cash flow hedges — — 61,893 ( 1,578 ) 60,315 Distributions to noncontrolling interests in consolidated affiliates — — — ( 115,298 ) ( 115,298 ) Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ( 28,119 ) ( 28,119 ) Balance, December 31, 2021 $ 17,872 $ 1,769,367 ($ 15,463 ) $ 43,802 $ 1,815,578 See Notes to Consolidated Financial Statements. 77 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, (Thousands of dollars) 2021 2020 2019 OPERATING ACTIVITIES Net income $ 210,487 $ 29,784 $ 67,678 Adjustments to reconcile net income to cash provided by operating activities: Depreciation, depletion and amortization 155,722 164,996 128,235 Non-cash cost of land and improved development 24,976 30,368 12,565 Stock-based incentive compensation expense 9,277 8,026 6,904 Deferred income taxes 8,509 7,541 11,314 Amortization of losses from pension and postretirement plans 1,174 869 449 Timber write-offs due to casualty events — 15,203 — Gain on sale of large disposition of timberlands ( 44,784 ) ( 28,655 ) — Gain on Fund II timberland dispositions ( 51,522 ) — — Gain on sale of Timber Funds III & IV ( 3,675 ) — — Fund II carried interest incentive fee ( 3,807 ) — — Other 9,456 ( 11,100 ) ( 4,999 ) Changes in operating assets and liabilities, net of effects of merger with Pope Resources: Receivables 17,239 ( 15,378 ) ( 849 ) Inventories ( 503 ) ( 1,448 ) 1,224 Accounts payable ( 1,593 ) 5,668 ( 1,554 ) All other operating activities ( 5,846 ) ( 1,700 ) ( 6,714 ) CASH PROVIDED BY OPERATING ACTIVITIES 325,110 204,174 214,253 INVESTING ACTIVITIES Capital expenditures ( 75,965 ) ( 66,500 ) ( 63,996 ) Real estate development investments ( 12,521 ) ( 6,462 ) ( 6,803 ) Purchase of timberlands ( 179,115 ) ( 24,695 ) ( 142,287 ) Net proceeds from large disposition of timberlands 54,682 115,666 — Net proceeds from sale of Timber Funds III & IV 31,014 — — Net proceeds from Fund II timberland dispositions 154,740 — — Cash consideration for merger with Pope Resources, net of cash acquired — ( 231,068 ) — Other 912 ( 584 ) ( 6,304 ) CASH USED FOR INVESTING ACTIVITIES ( 26,253 ) ( 213,643 ) ( 219,390 ) FINANCING ACTIVITIES Issuance of debt 446,378 320,000 82,000 Repayment of debt ( 420,000 ) ( 152,000 ) — Distributions on units ( 157,784 ) ( 149,944 ) ( 141,071 ) Proceeds from the issuance of units under incentive stock plan 5,922 1,368 1,260 Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs 230,826 32,574 — Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1,617 ) ( 1,605 ) ( 4,250 ) Debt issuance costs ( 4,846 ) ( 2,483 ) ( 132 ) Repurchase of units made under repurchase program — ( 3,152 ) ( 8,430 ) Proceeds from shareholder distribution hedge — — 135 Noncontrolling interests in consolidated affiliates redemption of shares — ( 5,113 ) — Distributions to noncontrolling interests in consolidated affiliates ( 108,956 ) ( 12,643 ) ( 9,161 ) Make-whole fee on NWFCS debt prepayment ( 6,234 ) — — CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ( 16,311 ) 27,002 ( 79,649 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 889 ) ( 19 ) ( 1,700 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash 281,657 17,514 ( 86,486 ) Balance, beginning of year 87,482 69,968 156,454 Balance, end of year $ 369,139 $ 87,482 $ 69,968 See Notes to Consolidated Financial Statements. 78 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) For the Years Ended December 31, (Thousands of dollars) 2021 2020 2019 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period: Interest (a) $ 42,672 $ 40,895 $ 32,782 Income taxes 7,392 816 1,691 Non-cash investing activity: Capital assets purchased on account $ 5,272 $ 3,205 $ 3,568 Non-cash financing activity: Unit consideration for merger with Pope Resources — $ 172,640 — Redeemable Operating Partnership Unit consideration for merger with Pope Resources — 106,752 — Noncontrolling interests in consolidated affiliates redemption of shares (b) 28,119 23,290 — (a) Interest paid is presented net of patronage paymen ts received of $ 6.8 million, $ 4.7 million and $ 4.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. For additional information on patronage payments, see Note 10 — Debt . (b) In 2021, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 28.1 million. In 2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling interest share redemption of $ 5.1 million and a loan payable by the New Zealand subsidiary in the amount of $ 23.3 million. See Note 7 - Noncontrolling Interests and Note 10 - Debt for further information. See Notes to Consolidated Financial Statements. 79 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands unless otherwise stated) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Rayonier Inc.'s Consolidated Financial Statements include the Operating Partnership, wholly-owned subsidiaries and entities in which the Company has a controlling interest. Rayonier, L.P.'s Consolidated Financial Statements include wholly-owned subsidiaries and entities in which the Operating Partnership has a controlling interest. For additional information regarding our consolidated entities with a noncontrolling interest component, see Note 7 - Noncontrolling Interests . All intercompany balances and transactions are eliminated. As of December 31, 2021, the Company owned a 97.8 % interest in the Operating Partnership, with the remaining 2.2 % interest owned by limited partners of the Operating Partnership. As the sole general partner of the Operating Partnership, Rayonier Inc. has exclusive control of the day-to-day m anagement of the Operating Partnership. DISPOSITION OF TIMBER FUNDS Upon completion of the Pope Resources merger in May 2020, we became the manager of three private equity timber funds, Fund II, Fund III, and Fund IV, consisting of 141,000 acres in the Pacific Northwest, and obtained ownership interests in the Funds of 20 %, 5 %, and 15 %, respectively. On July 21, 2021, we sold the rights to manage Fund III and IV, as well as our ownership interests in both funds to BTG Pactual’s Timberland Investment Group (TIG) for an aggregate sales price of $ 35.9 million. Due to the sale of our rights to manage Fund III and Fund IV, we determined that we no longer have the power to direct the activities that most significantly impact the success of Fund III and Fund IV. 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. For additional information on Fund III and IV, see Note 7 - Noncontrolling Interests . In addition, we completed the liquidation of Fund II timberland assets through three separate transactions during the third and fourth quarters of 2021 for an aggregate sales price of $ 156.8 million. As of December 31, 2021, we continue to manage and 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. For additional information regarding Fund II, see Note 7 - Noncontrolling Interests , Note 8 - Variable Interest Entities and Note 24 - Restricted Cash . RECLASSIFICATIONS Effective for year ended December 31, 2021, we have updated our presentation for the employee benefit pension plan to include a separate line item “Expenses paid,” which was previously reported as part of “Actuarial loss (gain).” “Actuarial loss (gain)” now solely represents changes resulting from adjustments to actuarial assumptions and estimates. The other categories of the pension plan remain unchanged, and this reclassification had no impact on the total projected benefit obligation. See Note 20 - Employee Benefit Plans . USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. There are risks inherent in estimating and therefore actual results could differ from those estimates. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand and other highly liquid investments with original maturities of three months or less. 80 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) ACCOUNTS RECEIVABLE Accounts receivable are primarily amounts due to us for the sale of timber and are presented net of an allowance for doubtful accounts. INVENTORY Higher and better use (“HBU”) real estate properties that are expected to be sold within one year are included in inventory at the lower of cost or net realizable value. HBU properties that are expected to be sold after one year are included in a separate balance sheet line entitled “Higher and Better Use Timberlands and Real Estate Development Investments.” See below for additional information. Inventory also includes logs available to be sold by the Trading segment. Log inventory is recorded at the lower of cost or net realizable value and expensed to cost of sales when sold to third-party buyers. See Note 18 — Inventory for additional information. PREPAID LOGGING ROADS Costs for roads built in the Pacific Northwest and New Zealand to access particular tracts to be harvested in the upcoming 24 months to 60 months are recorded as prepaid logging roads. We charge such costs to expense as timber is harvested using an amortization rate determined annually as the total cost of prepaid roads divided by the estimated tons of timber to be accessed by those roads. The prepaid balance is classified as short-term or long-term based on the upcoming harvest schedule. See Note 25 — Other Assets for additional information. PATRONAGE DIVIDENDS As a requirement of the Farm Credit Act, borrowers in the Farm Credit System are required to purchase equity in Farm Credit lenders. The equity balance primarily represents shares of Class A common stock in CoBank valued at $ 100 par value. CoBank equity purchases continue annually until a balance equal to 8 % of our 10 -year historical average loan balance at CoBank is obtained. Initially, a minimal equity purchase was made in cash upon receiving the loan proceeds. Subsequently, equity purchases are made annually through patronage dividends, of which approximately 88 % is cash and 12 % is equity. The stock has no cash value until retired. As our loans are paid in full, the stock is generally retired over a 10 -year loan base period beginning in the year following loan payoff. Estimated cash and equity dividends are recognized as an offset to interest expense in the period earned. These estimates are calculated by applying the weighted average debt balance with each participating lender to a historical dividend rate. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change. See Note 10 — Debt and Note 25 — Other Assets for additional information. DEFERRED FINANCING COSTS Deferred financing costs related to revolving debt are capitalized and amortized to interest expense over the term of the revolving debt using a method that approximates the effective interest method. See Note 25 — Other Assets for additional information on deferred financing costs related to revolving debt. See Note 10 — Debt for additional information on deferred financing costs related to term debt. CAPITALIZED SOFTWARE COSTS Software costs are capitalized and amortized over a period not exceeding five years using the straight-line method. 81 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) TIMBER AND TIMBERLANDS Timber is stated at the lower of cost or net realizable value. Costs relating to acquiring, planting and growing timber including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies, are capitalized. A portion of timberland lease payments are capitalized based on the proportion of acres with merchantable timber volume remaining to be harvested under the lease term and the residual portion of the lease payments are expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities, while interest or any other intangible costs are not capitalized. An annual depletion rate is established for each particular region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. We charge accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold. Upon the acquisition of timberland, we make a determination on whether to combine the newly acquired merchantable timber with an existing depletion pool or to create a new, separate pool. This determination is based on the geographic location of the new timber, the customers/markets that will be served and the species mix. If the acquisition is similar, the cost of the acquired timber is combined into an existing depletion pool and a new depletion rate is calculated for the pool. This determination and depletion rate adjustment normally occurs in the quarter following the acquisition. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS HBU timberland is recorded at the lower of cost or net realizable value. These properties are managed as timberlands until sold or developed, with sales and depletion expense related to the harvesting of timber accounted for within the respective timber segment. At the time of sale, the cost basis of any unharvested timber is recorded as depletion expense, a component of cost of sales, within the Real Estate segment. HBU timberland and real estate development investments expected to be sold within twelve months are recorded as inventory. See Note 17 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information. REAL ESTATE DEVELOPMENT INVESTMENTS Real estate development investments include capitalized costs for targeted infrastructure improvements, such as roadways and utilities. The capitalization period relating to real estate development investments is the period in which activities necessary to ready a property for its intended use are in progress. The period begins when such activities commence, typically when we begin the site work for land already owned, and ends when the improvement is substantially complete and ready for its intended use. Determination of when construction of a project is substantially complete and ready for its intended use is subjective and requires business judgement. As such, we determine when the capitalization period begins and ends through communication with project and other managers responsible for the tracking and oversight of individual projects. We capitalize costs directly associated with development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale. We capitalize interest based on the amount of underlying expenditures on real estate projects under development. IMPAIRMENT OF HBU TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS We review our higher and better use timberlands and real estate development investments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators for each development project are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs, and projected losses on expected future sales. Development projects have extended life cycles that may last 20 to 40 years, or longer, and have few long-term contractual cash flows. Development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value. 82 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as construction costs and sales values that could differ materially from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount less costs to sell, an impairment provision is recorded to write-down the carrying amount of the asset to its fair value. PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction and installation costs. We generally depreciate our assets, including office and transportation equipment, using the straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively. Gains and losses on the sale or retirement of assets are included in operating income. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the amount the carrying value exceeds the fair value of the assets, which is based on a discounted cash flow model. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. LEASES At inception, we determine if an arrangement is a lease and whether that lease meets the classification criteria of a finance or operating lease. Operating leases are included in right-of-use (“ROU”) assets, other current liabilities, and long-term lease liability in the Consolidated Balance Sheets. The income generated from our commercial and residential leases in Port Gamble are accounted for in accordance with Topic 842. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. RIGHT-OF-USE ASSETS IMPAIRMENT Operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group to which the operating lease is assigned may not be recoverable. Recoverability of the asset group is evaluated based on forecasted undiscounted cash flows. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is compared to its carrying amount and an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value. A discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate are used to estimate the fair value of the asset group. 83 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair value was established as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. ENVIRONMENTAL REMEDIATION LIABILITIES Environmental remediation liabilities have been evaluated using a combination of methods. The liability is estimated based on amounts included in construction contracts and estimates for construction contingencies, project management, and other professional fees. See Note 15 - Environmental and Natural Resource Damages Liabilities for more information. GOODWILL Goodwill represents the excess of the acquisition cost of the New Zealand Timber segment over the fair value of the net assets acquired. Goodwill is not amortized, but is periodically reviewed for impairment. An impairment test for this reporting unit’s goodwill is performed annually and whenever events or circumstances indicate that the value of goodwill may be impaired. We compare the fair value of the New Zealand Timber segment, using an independent valuation for the New Zealand forest assets, to its carrying value including goodwill. The independent valuation of the New Zealand forest assets is based on discounted cash flow models where the fair value is calculated using cash flows from sustainable forest management plans. The fair value of the forest assets is measured as the present value of cash flows from one growth cycle based on the productive forest land, taking into consideration environmental, operational, and market restrictions. These cash flow valuations involve a number of estimates that require broad assumptions and significant judgment regarding future performance. The annual impairment test was performed as of October 1, 2021; the estimated fair value of the New Zealand Timber segment exceeded its carrying value and no impairment was recorded. Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of goodwill since the initial recognition. See Note 25 — Other Assets for additional information. FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT The functional currency of our New Zealand-based operations is the New Zealand dollar. All assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the respective balance sheet dates. Translation gains and losses are recorded as a separate component of Accumulated Other Comprehensive Income (“AOCI”), within Shareholders’ Equity. U.S. denominated transactions of the New Zealand subsidiary are remeasured into New Zealand dollars at the exchange rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges. All income statement items of the New Zealand subsidiary are translated into U.S. dollars for reporting purposes using monthly average exchange rates with translation gains and losses being recorded as a separate component of AOCI, within Shareholders’ Equity. REDEEMABLE OPERATING PARTNERSHIP UNITS Limited partners holding Redeemable Operating Partnership Units have the right to put any and all of the units to the Operating Partnership in exchange for Rayonier registered common shares, on a one -for-one basis, or cash, at Rayonier’s option. Consequently, these Redeemable Operating Partnership Units are classified outside of permanent partners’ capital in the Operating Partnership's accompanying balance sheets and the related 84 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) noncontrolling interest is classified outside of permanent equity in the accompanying balance sheets of Rayonier. The recorded value of the Redeemable Operating Partnership Units is based on the higher of 1) initial carrying amount, increased or decreased for its share of net income or loss, other comprehensive income or loss, and dividend or 2) redemption value as measured by the closing price of Rayonier common stock on the balance sheet date multiplied by the total number of Redeemable Operating Partnership Units outstanding. RELATED PARTY We follow ASC 850, Related Party Disclosure , for the identification of related parties and disclosure of related party transactions. A party is considered to be related to us if the party, directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include principal owners, management and directors, as well as members of their immediate families or any other parties with which we may deal if one party to a transaction controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. See Note 28 – Related Party. BUSINESS COMBINATION We account for business combinations using the acquisition method of accounting, under which all assets acquired and liabilities assumed, including amounts attributable to noncontrolling interest, are recorded at their respective fair values as of the acquisition date. The excess of the purchase price over the fair value of identifiable assets and liabilities is recorded as goodwill. The allocation of purchase price in a business combination uses significant assumptions and estimates. Critical estimates include, but are not limited to, future expected cash flows, including revenues and expenses, and applicable discount rates. While we believe our estimates and assumptions to be reasonable, they are subject to change as we obtain additional information related to those estimates during the applicable measurement periods (up to one year from the acquisition date). If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we are required to record preliminary values in the financial statements for the items for which the accounting is incomplete. Adjustments to the preliminary recorded values, which are identified during the measurement period, are recognized in the reporting period in which the adjustments are determined. This includes any effect on earnings of changes in depletion, depreciation or amortization, or other income effects as a result of the change to the recorded values, calculated as if the accounting had been completed at the acquisition date. During the measurement period, we are also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. In 2021, we finalized the purchase price allocation related to the Pope Resources merger. S ee Note 2 – Merger with Pope Resources for more information. REVENUE RECOGNITION We recognize revenues when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”). We generally satisfy performance obligations within a year of entering into a contract and therefore have applied the disclosure exemption found under ASC 606-10-50-14. Unsatisfied performance obligations as of December 31, 2021 are primarily due to advances on stumpage contracts, unearned license revenue and post-closing obligations on real estate sales. These performance obligations are expected to be satisfied within the next twelve months. We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component. 85 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) TIMBER SALES Revenue from the sale of timber is recognized when control passes to the buyer. We utilize two primary methods or sales channels for the sale of timber – a stumpage/standing timber model and a delivered log model. The sales method we employ depends upon local market conditions and which method management believes will provide the best overall margins. Under the stumpage model, standing timber is sold primarily under pay-as-cut contracts, with a specified duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber is severed and the sales volume is determined. We also sell stumpage under lump-sum contracts for specified parcels where we receive cash for the full agreed value of the timber prior to harvest and control passes to the buyer upon signing the contract. We retain interest in the land, slash products and the use of the land for recreational and other purposes. Any uncut timber remaining at the end of the contract period reverts to us. Revenue is recognized for lump-sum timber sales when payment is received, the contract is signed and control passes to the buyer. A third type of stumpage sale we utilize is an agreed-volume sale, whereby revenue is recognized using the output method, as periodic physical observations are made of the percentage of acreage harvested. Under the delivered log model, we hire third-party loggers and haulers to harvest timber and deliver it to a buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers on open credit terms. Sales of export logs generally require a letter of credit from an approved bank. Revenue is recognized when the logs are delivered and control has passed to the buyer. For domestic log sales, control is considered passed to the buyer as the logs are delivered to the customer’s facility. For export log sales (primarily in New Zealand), control is considered passed to the buyer upon delivery onto the export vessel. The following table summarizes revenue recognition and general payment terms for timber sales: Contract Type Performance Obligation Timing of Revenue Recognition General Payment Terms Stumpage Pay-as-Cut Right to harvest a unit (i.e. ton, MBF, JAS m3) of standing timber As timber is severed (point-in-time) Initial payment between 5 % and 20 % of estimated contract value; collection generally within 10 days of severance Stumpage Lump Sum Right to harvest an agreed upon acreage of standing timber Contract execution (point-in-time) Full payment due upon contract execution Stumpage Agreed Volume Right to harvest an agreed upon volume of standing timber As timber is severed (over-time) Payments made throughout contract term at the earlier of a specified harvest percentage or time elapsed Delivered Wood (Domestic) Delivery of a unit (i.e. ton, MBF, JAS m3) of timber to customer’s facility Upon delivery to customer’s facility (point-in-time) No initial payment and on open credit terms; collection generally within 30 days of invoice Delivered Wood (Export) Delivery of a unit (i.e. ton, MBF, JAS m3) onto export vessel Upon delivery onto export vessel (point-in-time) Letter of credit from an approved bank; collection generally within 30 days of delivery NON-TIMBER SALES Non-timber sales are primarily comprised of hunting and recreational licenses, carbon credits and other auxiliary income. Hunting and recreational license sales and any related costs are recognized ratably over the term of the agreement and included in “Sales” and “Cost of sales,” respectively. Payment is generally due upon contract execution. The New Zealand Emissions Trading Scheme (“NZ ETS”) incentivizes the lowering of greenhouse gas emissions by providing carbon credits to certain organizations that lower carbon emissions. Our New Zealand segment regularly sells carbon credits and recognizes income as they are sold to other carbon emitting entities. 86 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) LOG TRADING Log trading revenue is generally recognized when procured logs are delivered to the buyer and control has passed. For domestic log trading, control is considered passed to the buyer as the logs are delivered to the customer’s facility. For export log trading, control is considered passed to the buyer upon delivery onto the export vessel. The Trading segment also includes sales from log agency contracts, whereby we act as an agent managing export services on behalf of third parties. Revenue for log agency fees are recognized net of related costs. REAL ESTATE We recognize revenue on sales of real estate generally at the point in time when cash has been received, the sale has closed and control has passed to the buyer. A deposit of 2 % to 5 % is generally required at the time a purchase and sale agreement is executed, with the balance due at closing. On sales of development real estate containing future performance obligations, revenue is recognized using the cost input method based on development costs incurred to date relative to the total development costs allocated to the contract with the customer. The aggregate amount of the transaction price allocated to unsatisfied obligations is recorded and presented in “Deferred revenue” in the Consolidated Balance Sheets. COST OF SALES Cost of sales associated with timber operations primarily include the cost basis of timber sold (depletion), logging and transportation costs (cut and haul) and ocean freight and demurrage costs (port and freight). Depletion includes the amortization of capitalized costs (site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs). Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes and fire prevention. Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the property that was conveyed to the buyer, any real estate development costs and any closing costs including sales commissions that may be borne by us. We expense closing costs, including sales commissions, when incurred for all real estate sales with future performance obligations expected to be satisfied within one year. When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold through completion. Costs are allocated to each sold acre or lot based upon the relative sales value of each acre or lot as compared to the estimated sales value of the total project. For purposes of allocating development costs, estimates are reevaluated at least annually and more frequently if warranted by market conditions, changes in the project’s scope or other factors, with any adjustments being allocated prospectively to the remaining units available for sale. EMPLOYEE BENEFIT PLANS The determination of expense and funding requirements for our defined benefit pension plan, its unfunded excess pension plan and its postretirement life insurance plan are largely based on a number of actuarial assumptions. The key assumptions include discount rate, return on assets, mortality rates and longevity of employees. See Note 20 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the net periodic benefit cost for the year ended December 31, 2021. Periodic pension and other postretirement expense is included in “Cost of sales,” “Selling and general expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and Comprehensive Income. The service cost component of net periodic benefit cost is included in “Cost of sales” and “Selling and general expenses” while the other components of net periodic benefit cost (interest cost, expected return on plan assets and amortization of losses or gains) are presented outside of income from operations in “Interest and other miscellaneous income, net.” At December 31, 2021 and 2020, our pension plans were in a net liability position (underfunded) of $ 8.7 million and $ 21.6 million, respectively. The estimated amount to be paid in the next 12 months is recorded in “Accrued payroll and benefits” on the Consolidated Balance Sheets, with the remainder recorded as a long-term liability in “Pension and Other Postretirement Benefits.” Changes in the funded status of our plans are recorded through other comprehensive (loss) income in the year in which the changes occur. We measure plan assets and benefit obligations as of the fiscal year-end. See Note 20 — Employee Benefit Plans for additional information. 87 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) INCOME TAXES We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. We recognize the effect of a change in income tax rates on deferred tax assets and liabilities in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date of the rate change. We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more-likely-than-not that such deferred tax assets will not be realized. In determining the provision for income taxes, we compute an annual effective income tax rate based on annual income by legal entity, permanent differences between book and tax, and statutory income tax rates by jurisdiction. Inherent in the effective tax rate is an assessment of the ultimate outcome of current period uncertain tax positions. We adjust our annual effective tax rate as additional information on outcomes or events becomes available. Discrete items such as taxing authority examination findings or legislative changes are recognized in the period in which they occur. Our income tax returns are subject to audit by U.S. federal, state and foreign taxing authorities. In evaluating the tax benefits associated with various tax filing positions, we record a tax benefit for an uncertain tax position if it is more-likely-than-not to be realized upon ultimate settlement of the issue. We record a liability for an uncertain tax position that does not meet this criterion. We adjust our liabilities for uncertain tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information become available. See Note 22 — Income Taxes for additional information. NEW ACCOUNTING PRONOUNCEMENTS In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , which provides optional guidance to ease the potential burden in accounting due to reference rate reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During Q2 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The pronouncement eliminates the requirement that contracts legally permitting settlement in registered shares be classified as temporary equity. As a result, Redeemable Operating Partnership Units may be classified as permanent partners’ capital in the Operating partnership’s accompanying balance sheets and the related noncontrolling interest as permanent equity in the accompanying balance sheets of Rayonier, Inc. However, the corresponding SEC guidance on equity classification 88 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) has remained unchanged. We will continue to monitor any developments in this area and will adopt this pronouncement upon agreement in guidance. SUBSEQUENT EVENTS On January 3, 2022, we drew $ 200.0 million on our Revolving Credit Facility. On January 4, 2022, we repaid the $ 325.0 million Senior Notes due 2022 with $ 125.0 million of cash and the $ 200.0 million previously drawn on the Revolving Credit Facility. We then made a $ 200.0 million draw on our 2021 Incremental Term Loan Facility and simultaneously repaid the outstanding principal on our Revolving Credit Facility. The periodic interest rate on the 2021 Incremental Term Loan agreement is subject to a pricing grid based on our leverage ratio, as defined in the credit agreement. As of February 25, 2022, the periodic interest rate on the the 2021 Incremental Term Loan is LIBOR plus 1.55 %. Monthly payments of interest only are due on this loan through maturity. See Note 10 - Debt for additional information. On February 1, 2022, our $ 200.0 million notional forward-starting interest rate swap matured into an active interest rate swap. This interest rate swap will fix the cost of the 2021 Incremental Term Loan Facility over its seven-year term. We estimate the effective interest rate on the 2021 Incremental Term Loan Facility to be approximately 1.5 % after consideration of interest rate swaps and estimated patronage refunds. 2. MERGER WITH POPE RESOURCES On May 8, 2020, Rayonier Inc. and Rayonier, L.P. acquired Pope Resources and became the general partner of Pope Resources. Pope Resources was a master limited partnership that primarily owned and managed timberlands in the U.S. Pacific Northwest. Pope Resources also managed and co-invested in three private equity timber funds and developed and sold real estate properties. The total purchase price was as follows: Cash consideration $ 247,318 Equity consideration 172,640 Redeemable Operating Partnership Unit consideration 106,752 Fair value of Pope Resources units held by us (a) 11,211 Total purchase price $ 537,921 (a) Based on the closing price of Pope Resources units on the NASDAQ on May 7, 2020. We recognized approximately $ 17.2 million of merger-related costs that were expensed during the year ended December 31, 2020. See Note 27 — Charges for Integration and Restructuring for descriptions of the components of merger-related costs. The acquisition of Pope Resources was accounted for as a business combination under ASC 805, Business Combinations , (“ASC 805”). Pursuant to ASC 805, we recorded an allocation of the assets acquired and liabilities assumed in the merger with Pope Resources based on their fair values as of May 8, 2020. We completed our assessment of the fair value of the assets acquired and liabilities assumed within the one-year period from the date of acquisition. We recorded measurement period adjustments due to additional information received primarily related to higher and better use timberlands and real estate development investments, as well as timber and timberlands. As a result of refinements to the purchase price allocation, higher and better use timberlands increased by approximately $ 8.2 million. This includes development properties in the town of Port Gamble, Washington, development projects in Gig Harbor, Kingston, and Bremerton, Washington and various other assets. Additionally, refinements to the purchase price allocation resulted in an overall increase of $ 1.1 million to timber and timberlands, with the valuation of core timberlands decreasing by $ 15.5 million and Timber Funds timber and timberlands increasing by $ 16.6 million from the preliminary purchase price allocation reported in Note 2 - Merger with Pope Resources in our 2020 Form 10-K. 89 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) As a result of refinements to timberlands preliminarily recorded values, we recognized the following decreases in depletion expense during the year ended December 31, 2021: Year ended December 31, 2021 Pacific Northwest Timber Timber Funds Total Depletion (a) ($ 182 ) ($ 1,202 ) ($ 1,384 ) Total ($ 182 ) ($ 1,202 ) ($ 1,384 ) (a) Pacific Northwest Timber includes an immaterial increase in depletion expense related to the year ended December 31, 2020. Timber Funds includes an increase in depletion expense of approximately $ 0.1 million related to the year ended December 31, 2020. The fair values of the assets acquired and liabilities assumed were determined using the income, cost or market approaches. The fair value measurements were generally based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in ASC 820, Fair Value Measurement , (“ASC 820”) with the exception of certain long-term debt instruments assumed in the merger that can be valued using observable market inputs and are therefore Level 2 measurements. See Note 12 — Fair Value Measurements for further information on the fair value hierarchy. The final allocation of purchase price to the identifiable assets acquired and liabilities assumed is as follows: Core Timberlands Timber Funds Total Timberland and Real Estate Business Cash $ 7,380 $ 8,870 $ 16,250 Accounts receivable 2,459 1,787 4,246 Other current assets 703 260 963 Timber and Timberlands 498,630 449,073 947,703 Higher and Better Use Timberlands and Real Estate Development Investments 34,748 — 34,748 Property, plant and equipment 11,616 — 11,616 Other assets (a) 3,737 2,194 5,931 Total identifiable assets acquired $ 559,273 $ 462,184 $ 1,021,457 Accounts payable 274 293 567 Current maturities of long-term debt — 25,084 25,084 Accrued interest 244 275 519 Other current liabilities 9,038 2,080 11,118 Long-term debt 53,502 35,759 89,261 Long-term environmental liabilities 10,748 — 10,748 Other non-current liabilities (b) 2,724 461 3,185 Total liabilities assumed $ 76,530 $ 63,952 $ 140,482 Net identifiable assets $ 482,743 $ 398,232 $ 880,975 Less: noncontrolling interests ( 3,816 ) ( 339,238 ) ( 343,054 ) Total net assets acquired $ 478,927 $ 58,994 $ 537,921 (a) Other assets includes a $ 1.9 million intangible asset in connection with the Timberland Investment Management business. (b) Other non-current liabilities includes a $ 3.2 million deferred income tax liability resulting from the fair value adjustment to Pope Resources’ assets and liabilities. 90 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Pursuant to ASC 805, unaudited supplemental pro forma results of operations for the years ended December 31, 2020 and 2019, assuming the acquisition had occurred as of January 1, 2019, are presented below (in thousands, except per share and unit amounts): 2020 2019 Sales $ 890,400 $ 821,500 Net income attributable to Rayonier Inc. $ 38,411 $ 28,640 Basic earnings per share attributable to Rayonier Inc. $ 0.28 $ 0.21 Diluted earnings per share attributable to Rayonier Inc. $ 0.28 $ 0.21 Net income attributable to Rayonier, L.P. $ 39,658 $ 29,574 Basic earnings per unit attributable to Rayonier, L.P. $ 0.28 $ 0.21 Diluted earnings per unit attributable to Rayonier, L.P. $ 0.28 $ 0.21 The unaudited pro forma results include certain pro forma adjustments to net earnings that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: • additional depletion expense that would have been recognized relating to the basis increase in the acquired Timber and Timberlands; • adjustment to interest expense to reflect the removal of Pope Resources debt and the additional borrowings we incurred in conjunction with the acquisition; and • a reduction in expenses for year ended December 31, 2020 of $ 32.3 million for acquisition-related transaction costs. Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. 91 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 3. SEGMENT AND GEOGRAPHICAL INFORMATION Rayonier operates in six reportable segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Timber Funds, Real Estate, and Trading. Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. We evaluate financial performance based on segment operating income (loss) and Adjusted EBITDA. Asset information is not reported by segment, as we do not produce asset information by segment internally. Operating income as presented in the Consolidated Statements of Income and Comprehensive Income is equal to segment income. Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include interest income (expense), miscellaneous income (expense) and income tax expense, are not considered by management to be part of segment operations and are included under “unallocated interest expense and other.” Segment information for each of the three years ended December 31 follows: Sales by Product Line 2021 2020 2019 Southern Timber $ 204,441 $ 191,831 $ 194,111 Pacific Northwest Timber 143,021 120,809 85,414 New Zealand Timber 281,158 202,315 241,861 Timber Funds (a) 199,402 29,557 — Real Estate Improved Development 51,713 14,498 5,882 Unimproved Development 37,500 8,426 19,476 Rural 43,088 67,152 47,647 Timberland & Non-Strategic 44 19,255 1,338 Conservation Easements 3,855 3,099 — Deferred Revenue/Other ( 2,380 ) 888 544 Large Dispositions 56,048 116,027 — Total Real Estate 189,868 229,345 74,887 Trading 95,364 88,973 115,438 Intersegment eliminations (b) ( 3,657 ) ( 3,676 ) ( 155 ) Total Sales $ 1,109,597 $ 859,154 $ 711,556 (a) The years ended December 31, 2021 and December 31, 2020 include $ 159.1 million and $ 22.7 million, respectively, of sales attributable to noncontrolling interests in Timber Funds. Included in sales attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 125.4 million from Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds. The year ended December 31, 2021 also includes $ 31.4 million from Fund II Timberland Dispositions attributable to Rayonier. (b) Primarily consists of the elimination of timberland investment management fees paid to us by the timber funds which are initially recognized as sales and cost of sales within the Timber Funds segment, as well as log marketing fees paid to our Trading segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales. 92 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Operating Income (Loss) 2021 2020 2019 Southern Timber (a) $ 66,111 $ 41,247 $ 57,804 Pacific Northwest Timber 6,827 ( 9,979 ) ( 12,427 ) New Zealand Timber 51,513 29,984 48,035 Timber Funds (b) 63,219 ( 13,195 ) — Real Estate (c) 112,540 71,951 38,665 Trading 144 ( 462 ) 8 Corporate and other (d) ( 30,579 ) ( 45,158 ) ( 25,058 ) Total Operating Income 269,775 74,388 107,027 Unallocated interest expense and other ( 44,627 ) ( 37,595 ) ( 26,409 ) Total Income before Income Taxes $ 225,148 $ 36,793 $ 80,618 (a) The year ended December 31, 2020 includes $ 6.0 million of timber write-offs resulting from casualty events. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.” (b) The year ended December 31, 2021 includes $ 45.6 million of operating income attributable to noncontrolling interests in Timber Funds. Included in operating income attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 41.2 million of income from Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $ 10.3 million of income on Fund II Timberland Dispositions attributable to Rayonier and a $ 7.5 million gain on investment in Timber Funds. The year ended December 31, 2020 includes $ 11.6 million of operating loss attributable to noncontrolling interests in Timber Funds. Included in operating loss attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2020 is $ 7.3 million related to timber write-offs resulting from casualty events. The year ended December 31, 2020 also includes $ 1.8 million of timber write-offs resulting from casualty events attributable to Rayonier. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.” (c) The years ended December 31, 2021 and December 31, 2020 include $ 44.8 million and $ 28.7 million, respectively, from Large Dispositions. (d) The year ended December 31, 2020 includes $ 17.2 million of integration and restructuring costs related to the merger with Pope Resources. See Note 27 — Charges for Integration and Restructuring for additional details. 93 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Gross Capital Expenditures 2021 2020 2019 Capital Expenditures (a) Southern Timber $ 35,790 $ 35,505 $ 34,574 Pacific Northwest Timber 16,585 11,367 11,220 New Zealand Timber 20,128 16,595 17,357 Timber Funds (b) 3,271 2,606 — Real Estate 191 428 204 Corporate and other — — 641 Total capital expenditures $ 75,965 $ 66,500 $ 63,996 Timberland Acquisitions (c) Southern Timber $ 168,188 $ 24,241 $ 98,927 Pacific Northwest Timber — — 7,340 New Zealand Timber 10,927 454 36,020 Total timberland acquisitions $ 179,115 $ 24,695 $ 142,287 Total Gross Capital Expenditures $ 255,080 $ 91,195 $ 206,283 (a) Excludes timberland acquisitions presented separately in addition to real estate development investments of $ 12.5 million, $ 6.5 million and $ 6.8 million in the years ended December 31, 2021, 2020 and 2019, respectively. (b) The years ended December 31, 2021 and December 31, 2020 include $ 2.8 million and $ 2.3 million, respectively, of capital expenditures attributable to noncontrolling interests in Timber Funds. (c) Excludes timberland acquired in the Pope Resources merger. For additional information, see Note 2 - Merger with Pope Resources . Depreciation, Depletion and Amortization 2021 2020 2019 Southern Timber $ 54,116 $ 61,827 $ 61,923 Pacific Northwest Timber 50,487 47,107 29,165 New Zealand Timber 27,005 25,030 27,761 Timber Funds (a) 97,943 11,884 — Real Estate (b) 17,746 53,093 8,229 Corporate and other 1,208 1,427 1,157 Total $ 248,505 $ 200,368 $ 128,235 (a) The year ended December 31, 2021 includes $ 78.9 million of depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds. Included in depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 66.4 million related to Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $ 16.6 million related to Fund II Timberland Dispositions attributable to Rayonier. The year ended December 31, 2020 includes $ 10.3 million of depreciation, depletion and amortization attributable to noncontrolling interests in Timber Funds. (b) The years ended December 31, 2021 and December 31, 2020 include $ 9.8 million and $ 35.4 million, respectively, from Large Dispositions. 94 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Non-Cash Cost of Land and Improved Development 2021 2020 2019 Timber Funds (a) $ 20,239 — — Real Estate (b) 25,070 82,008 12,565 Total $ 45,309 $ 82,008 $ 12,565 (a) The year ended December 31, 2021 includes $ 20.2 million of non-cash cost of land and improved development from Fund II Timberland Dispositions, of which $ 16.2 million was attributable to noncontrolling interests in Timber Funds and $ 4.0 million was attributable to Rayonier. (b) The years ended December 31, 2021 and December 31, 2020 include $ 0.1 million and $ 51.6 million, respectively, from Large Dispositions. Geographical Operating Information Sales Operating Income Identifiable Assets 2021 2020 2019 2021 2020 2019 2021 2020 United States $ 732,995 $ 567,998 $ 354,395 $ 217,964 $ 44,877 $ 58,945 $ 3,046,707 $ 3,104,916 New Zealand 376,602 291,156 357,161 51,811 29,511 48,082 589,649 623,817 Total $ 1,109,597 $ 859,154 $ 711,556 $ 269,775 $ 74,388 $ 107,027 $ 3,636,356 $ 3,728,733 4. REVENUE Contract Balances The timing of revenue recognition, invoicing and cash collections results in accounts receivable and deferred revenue (contract liabilities) on the Consolidated Balance Sheets. Accounts receivable are recorded when we have an unconditional right to consideration for completed performance under the contract. Contract liabilities relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue as (or when) we perform under the contract. The following table summarizes revenue recognized during the years ended December 31, 2021 and 2020 that was included in the contract liability balance at the beginning of each year: Year Ended December 31, 2021 2020 Revenue recognized from contract liability balance at the beginning of the year (a) $ 10,809 $ 10,857 (a) Revenue recognized was primarily from hunting licenses and the use of advances on pay-as-cut timber sales. 95 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following tables present our revenue from contracts with customers disaggregated by product type for the years ended December 31, 2021 , 2020 and 2019 : Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Elim. Total December 31, 2021 Pulpwood $ 95,995 $ 9,336 $ 42,836 $ 792 — $ 11,369 — $ 160,328 Sawtimber 79,154 127,768 237,262 38,042 — 82,276 — 564,502 Hardwood 4,671 — — — — — — 4,671 Total Timber Sales 179,820 137,104 280,098 38,834 — 93,645 — 729,501 License Revenue, Primarily From Hunting 18,116 990 385 40 — — — 19,531 Other Non-Timber/Carbon Revenue 6,505 4,927 675 439 — — — 12,546 Agency Fee Income — — — — — 1,399 — 1,399 Fund II Timberland Dispositions — — — 156,752 — — — 156,752 Total Non-Timber Sales 24,621 5,917 1,060 157,231 — 1,399 — 190,228 Improved Development — — — — 51,713 — — 51,713 Unimproved Development — — — — 37,500 — — 37,500 Rural — — — — 43,088 — — 43,088 Timberland & Non-Strategic — — — — 44 — — 44 Conservation Easements — — — — 3,855 — — 3,855 Deferred Revenue/Other (a) — — — — ( 3,532 ) — — ( 3,532 ) Large Dispositions — — — — 56,048 — — 56,048 Total Real Estate Sales — — — — 188,716 — — 188,716 Revenue from Contracts with Customers 204,441 143,021 281,158 196,065 188,716 95,044 — 1,108,445 Lease Revenue — — — — 1,152 — — 1,152 Intersegment — — — 3,337 — 320 ( 3,657 ) — Total Revenue $ 204,441 $ 143,021 $ 281,158 $ 199,402 $ 189,868 $ 95,364 ($ 3,657 ) $ 1,109,597 December 31, 2020 Pulpwood $ 94,108 $ 10,581 $ 27,558 $ 784 — $ 10,260 — $ 143,291 Sawtimber 73,683 106,051 166,935 25,195 — 77,314 — 449,178 Hardwood 2,430 — — — — — — 2,430 Total Timber Sales 170,221 116,632 194,493 25,979 — 87,574 — 594,899 License Revenue, Primarily from Hunting 17,765 843 307 17 — — — 18,932 Other Non-Timber/Carbon Revenue 3,845 3,334 7,515 124 — — — 14,818 Agency Fee Income — — — — — 1,160 — 1,160 Total Non-Timber Sales 21,610 4,177 7,822 141 — 1,160 — 34,910 Improved Development — — — — 14,498 — — 14,498 Unimproved Development — — — — 8,426 — — 8,426 Rural — — — — 67,152 — — 67,152 Timberland & Non-Strategic — — — — 19,255 — — 19,255 Conservation Easements — — — — 3,099 — — 3,099 Deferred Revenue/Other (a) — — — 283 — — 283 Large Dispositions — — — — 116,027 — — 116,027 Total Real Estate Sales — — — — 228,740 — — 228,740 Revenue from Contracts with Customers 191,831 120,809 202,315 26,120 228,740 88,734 — 858,549 Lease Revenue — — — — 605 — — 605 Intersegment — — — 3,437 — 239 ( 3,676 ) — Total Revenue $ 191,831 $ 120,809 $ 202,315 $ 29,557 $ 229,345 $ 88,973 ($ 3,676 ) $ 859,154 December 31, 2019 Pulpwood $ 86,537 $ 10,350 $ 32,925 — — $ 13,351 — $ 143,163 Sawtimber 67,360 72,377 198,481 — — 101,255 — 439,473 Hardwood 5,259 — — — — — — 5,259 Total Timber Sales 159,156 82,727 231,406 — — 114,606 — 587,895 License Revenue, Primarily from Hunting 18,270 717 361 — — — — 19,348 Other Non-Timber/Carbon Revenue 16,685 1,970 10,094 — — — — 28,749 Agency Fee Income — — — — — 677 — 677 Total Non-Timber Sales 34,955 2,687 10,455 — — 677 — 48,774 Improved Development — — — — 5,882 — — 5,882 Unimproved Development — — — — 19,476 — — 19,476 Rural — — — — 47,647 — — 47,647 Timberland & Non-Strategic — — — — 1,338 — — 1,338 Deferred Revenue/Other (a) — — — — 544 — — 544 Total Real Estate Sales — — — — 74,887 — — 74,887 Revenue from Contracts with Customers 194,111 85,414 241,861 — 74,887 115,283 — 711,556 Intersegment — — — — — 155 ( 155 ) — Total Revenue $ 194,111 $ 85,414 $ 241,861 — $ 74,887 $ 115,438 ($ 155 ) $ 711,556 (a) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales. 96 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following tables present our timber sales disaggregated by contract type for the years ended December 31, 2021, 2020 and 2019: Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Trading Total December 31, 2021 Stumpage Pay-as-Cut $ 68,471 — — $ 768 — $ 69,239 Stumpage Lump Sum 6,890 10,769 — — — 17,659 Total Stumpage 75,361 10,769 — 768 — 86,898 Delivered Wood (Domestic) 81,803 126,335 73,543 38,066 3,731 323,478 Delivered Wood (Export) 22,656 — 206,555 — 89,914 319,125 Total Delivered 104,459 126,335 280,098 38,066 93,645 642,603 Total Timber Sales $ 179,820 $ 137,104 $ 280,098 $ 38,834 $ 93,645 $ 729,501 December 31, 2020 Stumpage Pay-as-Cut $ 68,684 — — $ 1,731 — $ 70,415 Stumpage Lump Sum 2,027 8,142 — — — 10,169 Total Stumpage 70,711 8,142 — 1,731 — 80,584 Delivered Wood (Domestic) 85,996 108,490 62,568 24,248 1,768 283,070 Delivered Wood (Export) 13,514 — 131,925 — 85,806 231,245 Total Delivered 99,510 108,490 194,493 24,248 87,574 514,315 Total Timber Sales $ 170,221 $ 116,632 $ 194,493 $ 25,979 $ 87,574 $ 594,899 December 31, 2019 Stumpage Pay-as-Cut $ 71,943 — — — — $ 71,943 Stumpage Lump Sum 7,428 2,749 — — — 10,177 Total Stumpage 79,371 2,749 — — — 82,120 Delivered Wood (Domestic) 71,054 79,978 80,974 — 5,488 237,494 Delivered Wood (Export) 8,731 — 150,432 — 109,118 268,281 Total Delivered 79,785 79,978 231,406 — 114,606 505,775 Total Timber Sales $ 159,156 $ 82,727 $ 231,406 — $ 114,606 $ 587,895 5. TIMBERLAND ACQUISITIONS In 2021, we acquired approximately 100,000 acres of U.S. timberland located in Florida, Georgia, and Texas through seven transactions for an aggregate value of $ 168.2 million, which were funded from operating cash flow, proceeds from the sale of the Timber Funds business and use of the Company’s at-the-market equity offering program. Additionally, during 2021, we acquired approximately 3,000 acres of timberland (including approximately 1,000 acres of leased land) in New Zealand for approximately $ 10.9 million. These acquisitions were funded from operating cash flow. In 2020, we acquired approximately 13,000 acres of U.S. timberland located in Alabama, Georgia, and Louisiana through three transactions for an aggregate value of $ 24.2 million. Approximately $ 24.1 million of these acquisitions were acquired using like-kind exchange proceeds while the remaining $ 0.1 million were funded from operating cash flow. Additionally, during 2020, we acquired approximately 2,000 acres of timberland (including approximately 2,000 acres of leased land) in New Zealand for approximately $ 0.5 million. These acquisitions were funded from operating cash flow. 97 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table summarizes the timberland acquisitions for the years ended December 31, 2021 and 2020: 2021 2020 (a) Cost Acres Cost Acres Alabama — — $ 100 56 Florida 31,342 24,153 — — Georgia 38,339 24,776 18 20 Louisiana — — 24,123 12,558 Texas 98,507 51,568 — — New Zealand 10,927 2,676 454 2,378 Total Acquisitions $ 179,115 103,173 $ 24,695 15,012 (a) Excludes acres and costs related to the Pope Resources merger. For more information on assets and liabilities acquired see Note 2 - Merger with Pope Resources . 6. LEASES TIMBERLAND LEASES U.S. timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases. New Zealand timberland lease terms typically range between 30 and 99 years. New Zealand lease arrangements generally consist of Crown Forest Licenses (“CFLs”), forestry rights and land leases. A CFL is a license arrangement to use government or privately owned lands to operate a commercial forest. CFLs generally extend indefinitely and may only be terminated upon a 35 -year termination notice. If no termination notice is given, the CFLs renew automatically each year for a one-year term. Alternatively, some CFLs extend for a specific term. Once a CFL is terminated, we may be able to obtain a forestry right from the subsequent owner. A forestry right is a license arrangement with a private entity to use their lands to operate a commercial forest. Forestry rights terminate either upon the issuance of a termination notice (which can last 35 to 45 years), completion of harvest, or a specified termination date. As of December 31, 2021, the New Zealand subsidiary has three CFLs comprising 11,000 gross acres or 9,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded, as well as two fixed-term CFLs comprising 3,000 gross acres or 2,000 net plantable acres expiring in 2062. Additionally, the New Zealand subsidiary has two forestry rights comprising 32,000 gross acres or 6,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded. OTHER NON-TIMBERLAND LEASES In addition to timberland holdings, we lease properties for certain office locations. Significant leased properties include a regional office in Lufkin, Texas; a Pacific Northwest Timber office in Hoquiam, Washington and a New Zealand Timber and Trading headquarters in Auckland, New Zealand. LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION The following table details our undiscounted lease obligations as of December 31, 2021 by type of lease and year of expiration: Year of Expiration Lease obligations Total 2022 2023 2024 2025 2026 Thereafter Operating lease liabilities $ 188,388 $ 9,038 $ 8,864 $ 8,604 $ 7,889 $ 7,176 $ 146,817 Total Undiscounted Cash Flows $ 188,388 $ 9,038 $ 8,864 $ 8,604 $ 7,889 $ 7,176 $ 146,817 Imputed interest ( 86,540 ) Balance at December 31, 2021 $ 101,848 Less: Current portion ( 8,432 ) Non-current portion at December 31, 2021 $ 93,416 98 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table details components of our lease cost for the years ended December 31, 2021, 2020, and 2019: Year Ended December 31, Lease Cost Components 2021 2020 2019 Operating lease cost $ 10,166 $ 9,647 $ 10,870 Variable lease cost (a) 196 230 235 Total lease cost (b) $ 10,362 $ 9,877 $ 11,105 (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) Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases are expensed on a straight line basis over the lease term. Short-term lease expense was not material for the year ended December 31, 2021. The following table details components of our lease cost for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, Supplemental Cash Flow Information Related to Leases: 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,389 $ 2,127 $ 2,567 Investing cash flows from operating leases 7,777 7,520 8,303 Total cash flows from operating leases $ 10,166 $ 9,647 $ 10,870 Weighted-average remaining lease term in years - operating leases 29 29 28 Weighted-average discount rate - operating leases 5 % 5 % 5 % Lessor Lease Information In the Pope Resources merger, we acquired commercial and residential properties primarily concentrated in Port Gamble, Washington, which generate lease income under operating leases. As of December 31, 2021, properties subject to operating leases had an aggregate cost basis and accumulated depreciation of $ 3.5 million and $ 0.5 million, respectively. These leases typically range a few years with the option to extend on a case by case basis. Commercial and residential leases have non-lease components of taxes, insurance and common area maintenance, which we have elected not to separate under the ASC 842 practical expedient. The following table details our lease income for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, Lease Income Components 2021 2020 2019 Operating lease income $ 1,152 $ 605 — Total lease income $ 1,152 $ 605 — Future lease income as of December 31, 2021 , based on payments due by period under the lease contracts, are presented in the following table: Year of Expiration Lease assets Total 2022 2023 2024 2025 2026 Thereafter Operating lease Income $ 638 $ 379 $ 173 $ 82 $ 2 $ 2 — 99 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) We apply the following practical expedients as allowed under ASC 842: Practical Expedient Description Short-term leases We do not record right-of-use assets or liabilities for short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that is reasonably certain to be exercised). Separation of lease and non-lease components We do not separate non-lease components from the associated lease components if they have the same timing and pattern of transfer and, if accounted for separately, would both be classified as an operating lease. 7. NONCONTROLLING INTERESTS NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES Matariki Forestry Group We maintain a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns or leases approximately 419,000 legal acres of New Zealand timberland. Accordingly, we consolidate the New Zealand subsidiary’s balance sheet and results of operations. The portions of the consolidated financial position and results of operations attributable to the New Zealand subsidiary’s 23 % noncontrolling interest are reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income under the caption “Net (income) loss attributable to noncontrolling interests in consolidated affiliates.” Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary. The following table sets forth the income attributable to the New Zealand subsidiary’s noncontrolling interests: 2021 2020 2019 Net income attributable to noncontrolling interests in the New Zealand subsidiary $ 7,696 $ 4,920 $ 8,573 ORM Timber Fund II, Inc. (Fund II), ORM Timber Fund III LLC (Fund III), and ORM Timber Fund IV LLC. (Fund IV) (Collectively, the “Funds”) Upon completion of the Pope Resources merger, we became the manager of three private equity timber funds, Fund II, Fund III, and Fund IV, consisting of 141,000 acres in the Pacific Northwest, and obtained ownership interests in the Funds of 20 %, 5 %, and 15 %, respectively. Prior to the merger with Pope Resources, the Funds were formed by ORM LLC for the purpose of generating a return on investment through the acquisition, management, value enhancement and sale of timberland properties. Based upon an analysis under the variable interest entity guidance, we determined that we had the power to direct the activities that most significantly impacted the Funds’ economic success. Therefore, we were considered the primary beneficiary and were required under ASC 810 — Consolidation to consolidate the Funds. Income attributed to third-party investors is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income under the caption “Net (income) loss attributable to noncontrolling interests in consolidated affiliates.” On July 21, 2021, we sold the rights to manage Fund III and Fund IV, as well as our ownership interests in both funds to BTG Pactual’s Timberland Investment Group (TIG) for an aggregate sales price of $ 35.9 million and recognized in our Consolidated Statements of Income and Comprehensive Income a gain on the sale of $ 3.7 million under the caption of other operating income (expense), net. Due to the sale of our rights to manage Fund III and Fund IV, we determined that we no longer have the power to direct the activities that most significantly impact the success of Fund III and Fund IV. 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 for an aggregate sales price of $ 156.8 million and recognized in our Consolidated Statements of Income and Comprehensive Income an aggregate gain on the sales of $ 51.5 million, of which $ 10.3 million was attributable to Rayonier. This consisted of a 13,000 acre sale in Washington on September 30, 2021 for a sales price and gai n of $ 87.1 million and $ 35.9 million, respectively, a 5,000 acre sale in Oregon on October 5, 2021 for a sales price and gain of $ 37.2 million and $ 11.0 million, respectively, and a 13,000 acre sale in Oregon on November 1, 2021 for a sales price and gain of $ 32.5 million and $ 4.6 million, respectively. 100 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) As of December 31, 2021, we continue to manage and 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. We continue to have the power to direct the activities that most significantly impact Fund II’s economic success. Therefore, we are considered the primary beneficiary and consolidate Fund II under ASC 810 — Consolidation . The obligations of Fund II do not have any recourse to the Company or the Operating Partnership and the assets of Fund II are not available to satisfy the Company or the Operating Partnership’s liabilities. Due to Timber Fund II distribution requirements, we classified the portion of proceeds from Fund II Timberland Dispositions attributable to noncontrolling interests as a current asset under the caption “Restricted Cash, Timber Funds” on our Consolidated Balance Sheets. Additionally, we recognized a current liability under the caption “Distribution payable, Timber Funds” and a corresponding decrease in “Noncontrolling Interests in Consolidated Affiliates” on our Consolidated Balance Sheets. See Note 1 — Summary of Significant Accounting Policies , Note 8 — Variable Interest Entities and Note 2 4 — Restricted Cash for additional information. The following table sets forth the income (loss) attributable to the Funds’ noncontrolling interests: 2021 2020 2019 Net income (loss) attributable to noncontrolling interests in the Funds: $ 45,124 ($ 12,221 ) — Timber Fund II Carried Interest Incentive Fees As a performance incentive to us as the manager and general partner of Timber Fund II, the Fund agreement provides for a “carried interest,” permitting us to receive a greater allocable share of the Fund’s earnings from investments relative to our capital contributions and correspondingly reducing the noncontrolling interests’ share of those earnings. After distributions sufficient for the Fund to pay each stockholder a return of 8 % on its average investment and reduce its invested capital balance to zero , we are entitled to receive a 20 % carried interest of any further distributions. Carried interest is earned to the extent that cumulative investment returns are positive and preferred dividend payment thresholds have been met. Carried interest is recognized in our Consolidated Statements of Income and Comprehensive Income based on the contractual conditions set forth in the agreements governing the Fund as if the Fund were terminated and liquidated at the reporting date. In the year ended December 31, 2021, we recognized a gain on Fund II carried interest incentive fees of $ 3.8 million in our Consolidated Statements of Income and Comprehensive Income under the caption of other operating income (expense), net. Ferncliff Investors We maintain an ownership interest in Ferncliff Investors, a real estate joint venture entity. In 2017, Ferncliff Management and Ferncliff Investors were formed for the purpose of raising capital from third parties to invest in an unconsolidated real estate joint venture entity, Bainbridge Landing LLC, which is developing a five -acre parcel on Bainbridge Island, Washington into a multi-family community containing apartments and townhomes. Ferncliff Management is the manager and 33.33 % owner of Ferncliff Investors, with the remaining ownership interest in Ferncliff Investors held by third-party investors. Ferncliff Investors holds a 50 % interest in Bainbridge Landing LLC, the joint venture entity that owns and is developing the property. Based upon an analysis under the variable interest entity guidance, we have the power to direct the activities that most significantly impact Ferncliff Investor’s economic success. Therefore, we are considered the primary beneficiary and are required under ASC 810 — Consolidation to consolidate Ferncliff Investors. The obligations of Ferncliff Investors do not have any recourse to the Company or the Operating Partnership. Bainbridge Landing LLC is considered a voting interests entity. Ferncliff Investors accounts for its interest in the joint venture entity under the equity method because neither it nor the other member can exercise control over Bainbridge Landing LLC. The Ferncliff Investors joint venture agreement provides for liquidation rights and distribution priorities that are disproportionate to each member’s ownership interest. Due to the complex nature of cash distributions to members, net income of the joint venture is allocated to members, including us, using the Hypothetical Liquidation at Book Value (HLBV) method. Under the HLBV method, Ferncliff Investors income or loss is allocated to the members based on the period change in each member’s claim on the book value of net assets, excluding capital contributions and distributions made during the period. 101 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table sets forth the income (loss) attributable to Ferncliff Investors’ noncontrolling interests: 2021 2020 2019 Net income (loss) attributable to noncontrolling interests in Ferncliff Investors: $ 601 ($ 526 ) — NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP Noncontrolling interests in the operating partnership relate to the third-party ownership of redeemable operating partnership Units. Net income attributable to the noncontrolling interests in the operating partnership is computed by applying the weighted average redeemable operating partnership units outstanding during the period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income for the period. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the operating partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption. The following table sets forth the Company’s noncontrolling interests in the operating partnership: 2021 2020 Beginning noncontrolling interests in the operating partnership $ 130,121 — Issuances of redeemable operating partnership units — 106,752 Adjustment of noncontrolling interests in the operating partnership 42,530 24,393 Conversions of redeemable operating partnership units to common shares ( 40,676 ) ( 496 ) Net income attributable to noncontrolling interests in the operating partnership 4,516 528 Other comprehensive income attributable to noncontrolling interests in the operating partnership 1,601 2,540 Distributions to noncontrolling interests in the operating partnership ( 4,269 ) ( 3,596 ) Total noncontrolling interests in the operating partnership $ 133,823 $ 130,121 102 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 8. VARIABLE INTEREST ENTITIES ORM Timber Fund II, Inc. (Fund II), ORM Timber Fund III LLC (Fund III), and ORM Timber Fund IV LLC. (Fund IV) (Collectively, the “Funds”) As mentioned in Note 1 — Summary of Significa nt Accounting Policies and 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. We continue to have the power to direct the activities that most significantly impact Fund II’s economic success. Therefore, we are considered the primary beneficiary and consolidate Fund II under ASC 810 — Consolidation . For further information on the Funds, see Note 7 — Noncontrolling Interests . The assets, liabilities and equity of Fund II as of December 31, 2021, were as follows: Timber Funds 2021 Assets: Cash and cash equivalents $ 3,493 Restricted cash, Timber Funds ( Note 24 ) 6,341 Accounts receivable 9 Intercompany receivable (a) 41 Other current assets 26 Total current assets 9,910 Total assets $ 9,910 Liabilities and Equity: Accounts payable $ 22 Accrued taxes 32 Distributions payable, Timber Funds (b) 6,341 Other current liabilities (c) 3,546 Total current liabilities 9,941 Funds’ equity ( 31 ) Total liabilities and equity $ 9,910 (a) Includes amounts due from other consolidated entities. These amounts are eliminated in the Consolidated Balance Sheets. (b) Represents the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests. (c) Includes $ 3.5 million of proceeds from Fund II Timberland Dispositions required to be distributed to other consolidated entities. These amounts are eliminated in the Consolidated Balance Sheets. 103 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Ferncliff Investors We maintain an ownership interest in Ferncliff Investors, a real estate joint venture entity. Based upon an analysis under the variable interest entity guidance, we have the power to direct the activities that most significantly impact the joint venture’s economic success. Therefore, we are considered the primary beneficiary and are required under ASC 810 — Consolidation to consolidate Ferncliff Investors. For further information on Ferncliff Investors, see Note 7 — Noncontrolling Interests . The assets, liabilities and equity of Ferncliff Investors as of December 31, 2021, were as follows: Ferncliff Investors 2021 Assets: Cash and cash equivalents $ 1,508 Total current assets 1,508 Total assets $ 1,508 Liabilities and equity: Total current liabilities $ 472 Total non-current liabilities 2,170 Total liabilities $ 2,642 Ferncliff Investors’ equity ( 1,134 ) Total liabilities and equity $ 1,508 104 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 9. EARNINGS PER SHARE AND PER UNIT Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc. by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units and noncontrolling interests in operating partnership units. The following table provides details of the calculations of basic and diluted earnings per common share of the Company for the three years ended December 31: 2021 2020 2019 Earnings per common share - basic Numerator: Net Income $ 210,487 $ 29,784 $ 67,678 Less: Net income attributable to noncontrolling interests in the operating partnership ( 4,516 ) ( 528 ) — Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 53,421 ) 7,828 ( 8,573 ) Net income attributable to Rayonier Inc. $ 152,550 $ 37,084 $ 59,105 Denominator: Denominator for basic earnings per common share - weighted average shares 140,812,882 133,865,867 129,257,202 Basic earnings per common share attributable to Rayonier Inc.: $ 1.08 $ 0.28 $ 0.46 Earnings per common share - diluted Numerator: Net Income $ 210,487 $ 29,784 $ 67,678 Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 53,421 ) 7,828 ( 8,573 ) Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership $ 157,066 $ 37,612 $ 59,105 Denominator: Denominator for basic earnings per common share - weighted average shares 140,812,882 133,865,867 129,257,202 Add: Dilutive effect of: Stock options 8,727 633 12,209 Performance shares, restricted shares and restricted stock units 416,527 198,955 328,977 Noncontrolling interests in operating partnership units 4,062,725 2,877,447 — Denominator for diluted earnings per common share - adjusted weighted average shares 145,300,861 136,942,902 129,598,388 Diluted earnings per common share attributable to Rayonier Inc.: $ 1.08 $ 0.27 $ 0.46 2021 2020 2019 Anti-dilutive shares excluded from computations of diluted earnings per share: Stock options, performance shares, restricted shares and restricted stock units 149,705 450,551 450,681 105 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding during the year. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares and restricted stock units. The following table provides details of the calculations of basic and diluted earnings per unit of the Operating Partnership for the three years ended December 31: 2021 2020 2019 Earnings per unit - basic Numerator: Net Income $ 210,487 $ 29,784 $ 67,678 Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 53,421 ) 7,828 ( 8,573 ) Net income available to unitholders $ 157,066 $ 37,612 $ 59,105 Denominator: Denominator for basic earnings per unit - weighted average units 144,875,607 136,743,314 129,257,202 Basic earnings per unit attributable to Rayonier, L.P.: $ 1.08 $ 0.28 $ 0.46 Earnings per unit - diluted Numerator: Net Income $ 210,487 $ 29,784 $ 67,678 Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 53,421 ) 7,828 ( 8,573 ) Net income available to unitholders $ 157,066 $ 37,612 $ 59,105 Denominator: Denominator for basic earnings per unit - weighted average units 144,875,607 136,743,314 129,257,202 Add: Dilutive effect of unit equivalents: Stock options 8,727 633 12,209 Performance shares, restricted shares and restricted stock units 416,527 198,955 328,977 Denominator for diluted earnings per unit - adjusted weighted average units 145,300,861 136,942,902 129,598,388 Diluted earnings per unit attributable to Rayonier, L.P. $ 1.08 $ 0.27 $ 0.46 2021 2020 2019 Anti-dilutive unit equivalents excluded from computations of diluted earnings per unit: Stock options, performance shares, restricted shares and restricted stock units 149,705 450,551 450,681 106 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 10. DEBT Our debt consisted of the following at December 31, 2021 and 2020: 2021 2020 Debt, excluding Timber Funds: Term Credit Agreement borrowings due 2028 at a variable interest rate of 1.7 % at December 31, 2021 $ 350,000 $ 350,000 Senior Notes due 2022 at a fixed interest rate of 3.75 % 325,000 325,000 Senior Notes due 2031 at a fixed interest rate of 2.75 % 450,000 — Incremental Term Loan Agreement borrowings due 2026 at a variable interest rate of 1.75 % at December 31, 2021 200,000 300,000 2020 Incremental Term Loan Facility borrowings due 2025 at a variable interest rate of 2.0 % at December 31, 2020 — 250,000 New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed interest rate of 2.95 % 23,588 24,903 New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64 % 27,519 — Northwest Farm Credit Services Credit Facility with quarterly interest-only payments, collateralized by Core Timberlands, with the following tranches: (a) Due 2025 at a fixed interest rate of 6.1 % — 10,000 Due 2028 at a fixed interest rate of 4.1 % — 11,000 Due 2033 at a fixed interest rate of 5.3 % — 16,000 Due 2036 at a fixed interest rate of 5.4 % — 8,000 Total principal debt, excluding Timber Funds 1,376,107 1,294,903 Add: Fair value adjustments, excluding Timber Funds — 7,917 Less: Unamortized discounts, excluding Timber Funds ( 3,426 ) — Less: Current maturities of long-term debt, excluding Timber Funds ( 124,965 ) — Less: Deferred financing costs, excluding Timber Funds ( 4,897 ) ( 2,484 ) Total long-term debt, excluding Timber Funds 1,242,819 1,300,336 Debt, Timber Funds: Fund II Mortgages Payable, collateralized by Fund II timberlands with quarterly interest payments, as follows: (a) Due 2022 at a fixed interest rate of 2.0 % — 11,000 Due 2022 at a fixed interest rate of 2.0 % — 14,000 Fund III Mortgages Payable, collateralized by Fund III timberlands with quarterly interest payments, as follows: (a) Due 2023 at a fixed interest rate of 5.1 % — 17,980 Due 2024 at a fixed interest rate of 4.5 % — 14,400 Total principal debt, Timber Funds — 57,380 Add: Fair value adjustments, Timber Funds — 2,809 Less: Deferred financing costs, Timber Funds — ( 10 ) Total long-term debt, Timber Funds — 60,179 Total long-term debt $ 1,242,819 $ 1,360,515 (a) See the section below labeled “Long-Term Debt Assumed in the Pope Resources Merger” for additional details. 107 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Principal payments due during the next five years and thereafter are as follows: 2022 $ 325,000 2023 — 2024 — 2025 23,588 2026 227,519 Thereafter 800,000 Total debt $ 1,376,107 TERM CREDIT AGREEMENT In August 2015, we entered into a credit agreement with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions and other commercial banks to provide $ 550 million of new credit facilities, including a nine-year $ 350 million term loan facility. In April 2020, the maturity date of the Term Credit Agreement was extended from August 5, 2024 to April 1, 2028. In connection therewith, we recorded deferred financing costs in the amount of $ 0.5 million, which are being amortized over the term of the Term Credit Agreement. The periodic interest rate on the term loan facility is subject to a pricing grid based on our leverage ratio, as defined in the credit agreement. As of December 31, 2021, the periodic interest rate on the term loan facility was LIBOR plus 1.600 %. Monthly payments of interest only are due on this loan through maturity. Following the closing of the term loan, we entered into several interest rate swap transactions to fix the cost of the term loan facility over its nine-year term. The term credit agreement allows us to receive annual patronage payments, which are profit distributions made by a cooperative to its member-users based on the quantity or value of business done with the member-user. We estimate the effective interest rate on the term loan facility to be approximately 3.0 % after consideration of the interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps see Note 11 — Derivative Financial Instruments and Hedging Activities . 3.75 % SENIOR NOTES ISSUED MARCH 2012 In March 2012, Rayonier Inc. issued $ 325 million of 3.75 % Senior Notes due 2022, guaranteed by certain subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. See the subsequent events section of Note 1 - Summary of Significant Accounting Policies for information about the repayment of our Senior Notes due 2022. 2.75 % SENIOR NOTES ISSUED MAY 2021 In May 2021, Rayonier, L.P. issued $ 450 million of 2.75 % Senior Notes due 2031, guaranteed by certain subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. The Senior Notes due 2031 were sold at an issue price of 99.195 % of their face value, before underwriters discount. Our net proceeds after deducting approximately $ 3.9 million of underwriting discounts and expenses, were approximately $ 442.5 million. The discount and debt issuance costs will be amortized to interest expense over the term of the notes using the effective interest method. A portion of the proceeds were used to repay $ 250 million outstanding under our 2020 Incremental Term Loan Agreement. 108 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) INCREMENTAL TERM LOAN AGREEMENT In April 2016, we entered into an incremental term loan agreement with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions to provide a 10 -year, $ 300 million incremental term loan. The periodic interest rate on the incremental term loan agreement is subject to a pricing grid based on our leverage ratio, as defined in the credit agreement. In June 2021, we entered into a Fourth Amendment to the Credit Agreement which decreased the applicable margin from LIBOR plus 1.900 % to LIBOR plus 1.6500 %. As a result of the debt modification, approximately $ 0.3 million in third-party expenses have been recognized in the Consolidated Statements of Income and Comprehensive Income under the caption “Interest and other miscellaneous income, net.” In June 2021, we prepaid $ 100 million on the $ 300 million Incremental Term Loan Agreement. In connection with the partial prepayment, we recognized a loss on early extinguishment of debt of $ 0.1 million, representing the write-off of one-third of the unamortized deferred financing costs. The loss on early extinguishment of debt has been recorded in the Consolidated Statements of Income and Comprehensive Income under the caption “Interest and other miscellaneous income, net.” As of December 31, 2021, the periodic interest rate on the incremental term loan was LIBOR plus 1.650 %. Monthly payments of interest only are due on this loan through maturity. Following the closing of the incremental term loan, we entered into several interest rate swap transactions to fix the cost of the facility over its 10 -year term. We estimate the effective interest rate on the incremental term loan facility to be approximately 2.4 % after consideration of the interest rate swaps and estimated patronage payments. For additional information on our interest rate swaps see Note 11 — Derivative Financial Instruments and Hedging Activities . 2020 INCREMENTAL TERM LOAN AGREEMENT In April 2020, we entered into an Incremental Term Loan Agreement, which provided for the advancement of a five-year $ 250 million senior unsecured incremental term loan facility. Proceeds from the 2020 Incremental Term Loan Facility were used to fund our acquisition of Pope Resources. In May 2021, the Incremental Term Loan Agreement was fully repaid. We recognized a loss on early extinguishment of debt of $ 0.6 million, representing the write-off of unamortized deferred financing costs. The loss on early extinguishment of debt has been recognized in the Consolidated Statements of Income and Comprehensive Income under the caption “Interest and other miscellaneous income, net.” 2021 INCREMENTAL TERM LOAN AGREEMENT In June 2021, we entered into an Incremental Term Loan Agreement, which provides us the ability to make an advance of $ 200 million on or before June 1, 2022. As of December 31, 2021, no advance had been made under this facility. We will use a future advance of $ 200 million under the 2021 Incremental Term Loan Facility to refinance a portion of the 3.750 % Senior Notes due 2022 on a long-term basis, and as such, have excluded $ 200 million of principal from current maturities of long-term debt, net, in our Consolidated Balance Sheets. We deferred $ 0.3 million of commitment fees, which are being amortized to interest expense over the term of the access period, through June 1, 2022. Additionally, we deferred $ 0.2 million in debt issuance costs, which will be amortized to interest expense over the term of the facility, once any future advance is made. See the subsequent events section of Note 1 - S ummary of Signif icant Accounting Policies information about activity on the 2021 Incremental Term Loan subsequent to December 31, 2021. REVOLVING CREDIT FACILITY In June 2021, we amended our Revolving Credit Facility, originally entered into in 2015, with one amendment to the credit agreement: the amendment decreased the applicable margin from LIBOR plus 1.500 % to LIBOR plus 1.2500 % and extended its maturity date from April 1, 2025 to June 1, 2026. As a result of the revolver modification, approximately $ 0.3 million in lender fees have been deferred and are being amortized to interest expense over the remaining term of the revolver. In April 2020, we previously amended our Revolving Credit Facility, with two amendments to the credit agreement: the first amendment increased the limit on the Revolving Credit Facility from $ 200 million to $ 250 million and extended its maturity date from August 5, 2020 to April 1, 2025, and the second amendment further increased the limit to $ 300 million. In connection therewith, we recorded deferred financing costs in the amount of $ 1.2 million, which are being amortized over the term of the Revolving Credit Facility. See Note 25 - Other Assets for additional information about deferred financing costs related to revolving debt. The periodic interest rate on the revolving credit facility is subject to a pricing grid based on our leverage ratio, as defined in the credit agreement. As of December 31, 2021, the periodic interest rate on the revolving credit facility was LIBOR plus 109 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 1.250 %, with an unused commitment fee of 0.175 %. Monthly payments of interest only are due on this loan through maturity. During the year ended December 31, 2021, we made no borrowings or repayments on our Revolving Credit Facility . At December 31, 2021, we had available borrowings of $ 299.1 million under the Revolving Credit Facility, net of $ 0.9 million to secure our outstanding letters of credit. NEW ZEALAND SUBSIDIARY DEBT WORKING CAPITAL FACILITY In June 2021, the New Zealand subsidiary renewed its NZ$ 20 million working capital facility for an additional 12 -month term. The NZ$ 20 million working capital facility is available for short-term operating cash flow needs of the New Zealand subsidiary. This facility holds a variable interest rate indexed to the 90 -day New Zealand Bank Bill rate (“BKBM”). The margins are set for the term of the facility. During the year ended December 31, 2021, the New Zealand subsidiary made no borrowings or repayments on its working capital facility. At December 31, 2021, there was no outstanding balance on the working capital facility. SHAREHOLDER LOAN DUE 2025 In September 2020, the New Zealand subsidiary made a capital distribution to its partners on a pro rata basis in order to redeem certain equity interests. A portion of this capital distribution was reinvested by the partners in shareholder loans to the New Zealand subsidiary. Our capital distribution and portion of the shareholder loan are eliminated in consolidation. The capital distribution to the minority shareholder and its reinvestment in the shareholder loan resulted in the recording of a noncontrolling interest share redemption of $ 5.1 million and a loan payable by the New Zealand subsidiary in the amount of $ 23.3 million due in 2025 at a fixed interest rate of 2.95 %. As of December 31, 2021, the outstanding balance on the shareholder loan is $ 23.6 million. Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder loan since its inception. SHAREHOLDER LOAN DUE 2026 In July 2021, the New Zealand subsidiary made a capital distribution to its partners on a pro rata basis in order to redeem certain equity interests, which was reinvested by the partners in shareholder loans to the New Zealand subsidiary. Our capital distribution and portion of the shareholder loan are eliminated in consolidation. The capital distribution to the minority shareholder and its reinvestment in the shareholder loan resulted in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 28.1 million due in 2026 at a fixed interest rate of 3.64 %. As of December 31, 2021, the outstanding balance on the shareholder loan due 2026 is $ 27.5 million. Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder loan since its inception. See Note 7 - Noncontrolling Interests for more information regarding the New Zealand subsidiary. LONG-TERM DEBT ASSUMED IN THE POPE RESOURCES MERGER Northwest Farm Credit Services Credit Facility We assumed five tranches of a credit facility payable to Northwest Farm Credit Services (the “NWFCS Credit Facility”) totaling $ 45.0 million. In September 2021, we repaid the $ 45 million outstanding under our credit facility with Northwest Farm Credit Services (NWFCS). We recognized a gain on early extinguishment of debt of $ 7.2 million, representing the net write-off of unamortized deferred financing costs and fair market value adjustments, partially offset by a $ 6.2 million loss related to a make-whole fee due to debt prepayment. The net gain on early extinguishment of debt of approximately $ 0.9 million has been recognized in the Consolidated Statements of Income and Comprehensive Income under the caption “Interest and other miscellaneous income, net.” 110 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Fund II Mortgages Payable We assumed Fund II’s two mortgages payable (the “Fund II Mortgages Payable”) to MetLife totaling $ 25.0 million. In September 2021, we repaid the $ 25.0 million outstanding under the Fund II Mortgages payable to MetLife. We recognized a loss on early extinguishment of debt of $ 6 thousand, representing the write-off of unamortized deferred financing costs. The loss on early extinguishment of debt has been recognized in the Consolidated Statements of Income and Comprehensive Income under the caption “Interest and other miscellaneous income, net.” Fund III Mortgages Payable We assumed Fund III’s two mortgages payable (the “Fund III Mortgages Payable”) to NWFCS totaling $ 32.4 million. In July 2021, we sold the rights to manage Fund III and Fund IV, as well as our ownership interests in both funds. Following the sale, Fund III’s two mortgages payable to NWFCS are no longer recognized in our Consolidated Balance Sheets as of December 31, 2021. See Note 7 - Noncontrolling Interests for additional information. DEBT COVENANTS — EXCLUDING TIMBER FUNDS In connection with our $ 350 million Term Credit Agreement, $ 200 million Incremental Term Loan Agreement, $ 200 million 2021 Incremental Term Loan Agreement and $ 300 million Revolving Credit Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios. The covenants listed below, which are the most significant financial covenants in effect as of December 31, 2021, are calculated on a trailing 12-month basis: Covenant Requirement Actual Ratio Favorable Covenant EBITDA to consolidated interest expense should not be less than 2.5 to 1 12.6 to 1 10.1 Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 43 % 22 % In addition to these financial covenants listed above, the Senior Notes due 2022, Senior Notes due 2031, Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan Facility, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others. At December 31, 2021, we were in compliance with all applicable covenants. 111 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 11. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to market risk related to potential fluctuations in foreign currency exchange rates and interest rates. We use derivative financial instruments to mitigate the financial impact of exposure to these risks. We also use derivative financial instruments to mitigate exposure to foreign currency risk due to the translation of the investment in Rayonier’s New Zealand-based operations from New Zealand dollars to U.S. dollars. Accounting for derivative financial instruments is governed by Accounting Standards Codification Topic 815, Derivatives and Hedging, (“ASC 815”). In accordance with ASC 815, we record our derivative instruments at fair value as either assets or liabilities in the Consolidated Balance Sheets. Changes in the instruments’ fair value are accounted for based on their intended use. Gains and losses on derivatives that are designated and qualify for cash flow hedge accounting are recorded as a component of accumulated other comprehensive (loss) income (“AOCI”) and reclassified into earnings when the hedged transaction materializes. Gains and losses on derivatives that are designated and qualify for net investment hedge accounting are recorded as a component of AOCI and will not be reclassified into earnings until the investment is partially or completely liquidated. The changes in the fair value of derivatives not designated as hedging instruments and those which are no longer effective as hedging instruments, are recognized immediately in earnings. FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS The New Zealand subsidiary’s export sales are predominantly denominated in U.S. dollars, and therefore its cash flows are affected by fluctuations in the exchange rate between the New Zealand dollar and the U.S. dollar. This exposure is partially managed by a natural currency hedge, as ocean freight payments and shareholder distributions are also paid in U.S. dollars. We manage any excess foreign exchange exposure through the use of derivative financial instruments. The New Zealand subsidiary typically hedges 50 % to 90 % of its estimated foreign currency exposure with respect to the following twelve months forecasted sales and purchases less distributions and up to 75 % of the forward 12 to 18 months. Additionally, the New Zealand subsidiary will occasionally hedge up to 50 % of its estimated foreign currency exposure with respect to the following 18 to 48 months forecasted sales and purchases, less distributions, when the New Zealand dollar is at a cyclical low versus the U.S. dollar. Foreign currency exposure from the New Zealand subsidiary’s trading operations is typically hedged based on the following three months forecasted sales and purchases. As of December 31, 2021, foreign currency exchange contracts and foreign currency option contracts had maturity dates through December 2023. Foreign currency exchange and option contracts hedging foreign currency risk on export sales and ocean freight payments qualify for cash flow hedge accounting. We may de-designate these cash flow hedge relationships in advance or at the occurrence of the forecasted transaction. The portion of gains or losses on the derivative instrument previously accumulated in other comprehensive (loss) income for de-designated hedges remains in AOCI until the forecasted transaction affects earnings. Changes in the value of derivative instruments after de-designation are recorded in earnings. INTEREST RATE PRODUCTS We are exposed to cash flow interest rate risk on our variable-rate debt and on anticipated debt issuances. We use variable-to-fixed interest rate swaps and forward-starting interest rate swap agreements to hedge this exposure. For these derivative instruments, we report the gains/losses from the fluctuations in the fair market value of the hedges in AOCI and reclassify them to earnings as interest expense in the same period in which the hedged interest payments affect earnings. To the extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item continues to exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in AOCI and is amortized using the straight-line method through interest expense over the remaining life of the hedged item. To the extent the associated hedged item is no longer effective, the gain or loss is reclassified out of AOCI to earnings immediately. INTEREST RATE SWAPS During the second quarter of 2021, we terminated and cash settled $ 250 million in notional value of our interest rate swaps, maturing in 2030, in connection with the repayment of $ 250 million outstanding under the 2020 Incremental Term Loan. Upon termination of the swap, we received $ 6.8 million from our counterparty. As of 112 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) December 31, 2021, there was a $ 15.9 million gain recorded in accumulated other comprehensive loss in connection with the terminated interest rate swap, which will be reclassified to earnings through interest expense over the remaining life of the hedged items, as the originally hedged cash flows remain probable. During the second quarter of 2021, we terminated and cash settled $ 100 million in notional value of our interest rate swaps, maturing in 2026, in connection with the prepayment of $ 100 million on the 2026 Incremental Term Loan. Upon termination of the swap, we paid $ 2.2 million to our counterparty that was recognized immediately into earnings as interest expense, as the forecasted cash flows will no longer occur. See Note 10 — Debt for additional information. The following table contains information on the outstanding interest rate swaps as of December 31, 2021: Outstanding Interest Rate Swaps (a) Date Entered Into Term Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt Total Effective Interest Rate (b) August 2015 9 years $ 170,000 Term Credit Agreement 2.20 % 1.60 % 3.80 % August 2015 9 years 180,000 Term Credit Agreement 2.35 % 1.60 % 3.95 % April 2016 10 years 100,000 Incremental Term Loan 1.60 % 1.65 % 3.25 % April 2016 10 years 100,000 Incremental Term Loan 1.60 % 1.65 % 3.25 % (a) All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting. (b) Rate is before estimated patronage payments. TREASURY LOCKS During the first quarter of 2020, we entered into three treasury lock agreements, which were designated and qualified as cash flow hedges. Prior to expiration, we de-designated and settled the treasury locks by converting them into interest rate swap lock agreements (discussed below). As of December 31, 2021, there was a $ 17.3 million loss recorded in accumulated other comprehensive loss in connection with the settled treasury locks, which will be reclassified to earnings as interest expense over the life of the hedged item. INTEREST RATE SWAP LOCKS Upon de-designation, we converted the above treasury lock agreements to interest rate swap lock agreements, which were designated and qualified as cash flow hedges. During the second quarter of 2020, we de-designated and partially cash settled $ 11.1 million of the interest rate swap locks and converted them into an interest rate swap agreement. As of December 31, 2021, there was a $ 1.2 million loss recorded in accumulated other comprehensive loss in connection with settled interest rate swap locks, which will be reclassified to earnings as interest expense over the life of the hedged item. FORWARD-STARTING INTEREST RATE SWAPS During the second quarter of 2021, we de-designated and settled $ 325 million in notional value of our forward-starting interest rate swap, maturing in 2032, by converting it into a new forward-starting interest rate swap agreement. As of December 31, 2021, there was a $ 9.7 million gain recorded in accumulated other comprehensive loss in connection with the converted forward-starting interest rate swap, which will be reclassified to earnings through interest expense over the remaining life of the hedged item. 113 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table contains information on the outstanding forward-starting interest rate swaps as of December 31, 2021: Outstanding Forward-Starting Interest Rate Swaps (a) Date Entered Into Term Notional Amount Fixed Rate of Swap Related Debt Facility Forward Date Maximum Period Ending for Forecasted Issuance Date April 2020 4 years $ 100,000 0.88 % Term Credit Agreement August 2024 N/A May 2020 4 years 50,000 0.74 % Term Credit Agreement August 2024 N/A May 2021 (b) 7 years 200,000 0.77 % Future Issuance February 2022 N/A (a) All forward-starting interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting. (b) The forward-starting interest rate swap entered into in May 2021 contained an embedded mark-to-market gain, which we recovered through a reduced charge in the fixed rate over what would have been charged for an at-market swap. See the subsequent events section of Note 1 - Summary of Significant Accounting Policies for additional information regarding the maturation of this forward-starting interest rate swap. CARBON OPTIONS The New Zealand subsidiary enters into carbon options from time to time to sell carbon assets. Changes in fair value of the carbon option contracts are recorded in “Interest and other miscellaneous income, net” as the contracts do not qualify for hedge accounting treatment. As of December 31, 2021, all existing carbon option contracts have expired. The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2021, 2020 and 2019. Location on Statement of Income and Comprehensive Income 2021 2020 2019 Derivatives designated as cash flow hedges: Foreign currency exchange contracts Other comprehensive income (loss) ($ 7,965 ) $ 5,376 $ 2,211 Foreign currency option contracts Other comprehensive income (loss) ( 1,556 ) 1,211 159 Interest rate products Other comprehensive income (loss) 52,478 ( 76,567 ) ( 29,893 ) Interest rate products Interest Expense 14,694 10,769 ( 2,296 ) Derivatives not designated as hedging instruments: Foreign currency exchange contracts Interest and other miscellaneous income, net — — $ 135 Carbon options Interest and other miscellaneous income, net — 563 ( 105 ) During the next 12 months, the amount of the December 31, 2021 AOCI balance, net of tax, expected to be reclassified into earnings is a loss of approximately $ 10.8 million. The following table contains details of the expected reclassified amounts into earnings: Amount expected to be reclassified into earnings in next 12 months Derivatives designated as cash flow hedges: Foreign currency exchange contracts ($ 965 ) Interest rate products ( 9,882 ) Total estimated loss on derivatives contracts ($ 10,847 ) 114 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2021 and 2020: Notional Amount 2021 2020 Derivatives designated as cash flow hedges: Foreign currency exchange contracts $ 149,250 $ 49,000 Foreign currency option contracts 14,000 28,000 Interest rate swaps 550,000 900,000 Forward-starting interest rate swaps 350,000 475,000 The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2021 and 2020. Changes in balances of derivative financial instruments are recorded as operating activities in the Consolidated Statements of Cash Flows: Fair Value Assets (Liabilities) (a) Location on Balance Sheet 2021 2020 Derivatives designated as cash flow hedges: Foreign currency exchange contracts Other current assets $ 721 $ 4,968 Other assets 86 1,050 Other current liabilities ( 2,061 ) — Other non-current liabilities ( 694 ) — Foreign currency option contracts Other current assets — 1,526 Other assets 228 — Other current liabilities — ( 11 ) Other non-current liabilities ( 270 ) — Interest rate swaps Other non-current liabilities ( 15,582 ) ( 51,580 ) Forward-starting interest rate swaps Other assets 11,482 513 Other non-current liabilities — ( 13,042 ) Total derivative contracts: Other current assets $ 721 $ 6,494 Other assets 11,796 1,563 Total derivative assets $ 12,517 $ 8,057 Other current liabilities ( 2,061 ) ( 11 ) Other non-current liabilities ( 16,546 ) ( 64,622 ) Total derivative liabilities ($ 18,607 ) ($ 64,633 ) (a) See Note 12 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy. OFFSETTING DERIVATIVES Derivative financial instruments are presented at their gross fair values in the Consolidated Balance Sheets. Our derivative financial instruments are not subject to master netting arrangements, which would allow the right of offset. 115 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 12. FAIR VALUE MEASUREMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the carrying amount and estimated fair values of our financial instruments at December 31, 2021 and 2020, using market information and what we believe to be appropriate valuation methodologies under generally accepted accounting principles: December 31, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Asset (Liability) (a) Level 1 Level 2 Level 1 Level 2 Cash and cash equivalents, excluding Timber Funds $ 358,680 $ 358,680 — $ 80,454 $ 80,454 — Cash and cash equivalents, Timber Funds 3,493 3,493 — 4,053 4,053 — Restricted cash, Timber Funds (b) 6,341 6,341 — — — — Restricted cash, excluding Timber Funds (c) 625 625 — 2,975 2,975 — Current maturities of long-term debt, excluding Timber Funds (d) ( 124,965 ) — ( 125,288 ) — — — Long-term debt, excluding Timber Funds (d) ( 1,242,819 ) — ( 1,245,148 ) ( 1,300,336 ) — ( 1,313,631 ) Long-term debt, Timber Funds (d) — — — ( 60,179 ) — ( 60,474 ) Interest rate swaps (e) ( 15,582 ) — ( 15,582 ) ( 51,580 ) — ( 51,580 ) Forward-starting interest rate swaps (e) 11,482 — 11,482 ( 12,529 ) — ( 12,529 ) Foreign currency exchange contracts (e) ( 1,948 ) — ( 1,948 ) 6,018 — 6,018 Foreign currency option contracts (e) ( 42 ) — ( 42 ) 1,515 — 1,515 Noncontrolling interests in the operating partnership (f) 133,823 133,823 — 130,121 130,121 — (a) We did not have Level 3 assets or liabilities at December 31, 2021 and 2020. (b) Restricted cash, Timber Funds represents the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests. See Note 24 - Restricted Cash for additional information. (c) Restricted cash, excluding Timber Funds represents cash held in escrow. See Note 24 - Restricted Cash for additional information. (d) The carrying amount of long-term debt is presented net of deferred financing costs, unamortized discounts and fair value adjustments on non-revolving debt.. See Note 10 — Debt for additional information. (e) See Note 11 — Derivative Financial Instruments and Hedging Activities for information regarding the Balance Sheet classification of our derivative financial instruments. (f) Noncontrolling interests in the operating partnership is neither an asset nor liability and is classified as temporary equity in the Company’s Consolidated Balance Sheets. This relates to the ownership of Rayonier, L.P. units by various individuals and entities other than the Company. 116 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) We use the following methods and assumptions in estimating the fair value of our financial instruments: Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value. Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value. Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected future cash flows, for each instrument, at prevailing interest rates. Foreign currency exchange contracts — The fair value of foreign currency exchange contracts is determined by a mark-to-market valuation, which estimates fair value by discounting the difference between the contracted forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate. Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing model. Noncontrolling interests in the operating partnership — The fair value of noncontrolling interests in the operating partnership is determined based on the period-end closing price of Rayonier Inc. common shares. 13. COMMITMENTS At December 31, 2021, the future minimum payments under non-cancellable commitments were as follows: Environmental Remediation (a) Development Projects (b) Commitments (c) Total 2022 $ 695 $ 14,316 $ 14,722 $ 29,733 2023 3,838 267 12,996 17,101 2024 3,838 267 9,347 13,452 2025 995 267 5,542 6,804 2026 426 267 3,430 4,123 Thereafter 1,013 3,899 4,589 9,501 $ 10,805 $ 19,283 $ 50,626 $ 80,714 (a) Environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages (NRD) in Port Gamble, Washington. See Note 15 - Environmental and Natural Resource Damage Liabilities for additional information. (b) Primarily consisting of payments expected to be made on our Wildlight and Richmond Hill development projects. (c) Commitments include payments expected to be made on derivative financial instruments (foreign exchange contracts, interest rate swaps and forward-starting interest rate swaps) and other purchase obligations. 14. CONTINGENCIES We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow. 15. ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES Various federal and state environmental laws in the states in which we operate place cleanup or restoration liability on the current and former owners of affected real estate. These laws are often a source of “strict liability,” meaning that an owner or operator need not necessarily have caused, or even been aware of, the release of contaminated materials. Similarly, there are certain environmental laws that allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover damage for injuries to natural resources. Like the liability that attaches to current property owners in the cleanup context, liability for natural 117 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) resource damages (“NRD”) can attach to a property simply because an injury to natural resources resulted from releases of contaminated materials on the owner’s property, regardless of culpability for the release. In connection to the merger with Pope Resources, we assumed ownership of certain real estate in Port Gamble, Washington, which requires environmental remediation under these laws. An analysis of environmental and NRD liabilities from December 31, 2020 to December 31, 2021 is shown below: Port Gamble, WA Non-current portion at December 31, 2020 $ 10,615 Plus: Current portion 1,026 Total Balance at December 31, 2020 11,641 Expenditures charged to liabilities ( 941 ) Increase in liabilities 105 Total Balance at December 31, 2021 10,805 Less: Current portion ( 695 ) Non-current portion at December 31, 2021 $ 10,110 These estimates were based on assumptions that we believe to be reasonable; however, actual results may differ from these estimates. See Note 2 - Merger with Pope Resources for information regarding the final allocation of fair value to environmental and NRD liabilities assumed in the merger with Pope Resources. It is expected that the millsite cleanup and NRD restoration will occur over the nex t one to three years , while the monitoring of the Port Gamble Bay, millsite and landfills will continue for an additional 10 to 15 years. NRD costs are subject to change as the scope of the restoration projects become more clearly defined. It is reasonably possible that these components of the liability may increase as the project progresses. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount. For further information on the timing and amount of future payments related to our environmental remediation liabilities, see Note 13 - Commitments . 16. GUARANTEES We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies. As of December 31, 2021, the following financial guarantees were outstanding: Financial Commitments (a) Maximum Potential Payment Standby letters of credit $ 885 Surety bonds (b) 12,238 Total financial commitments $ 13,123 (a) We have not recorded any liabilities for these financial commitments in the Consolidated Balance Sheets. The guarantees are not subject to measurement, as the guarantees are dependent on our own performance. (b) Surety bonds are issued primarily to secure performance obligations related to various operational activities, to provide collateral for our Wildlight development project in Nassau County, Florida and in connection with pending and completed sales from the Harbor Hill project in Gig Harbor, Washington. These surety bonds expire at various dates during 2022, 2023 and 2024 and are expected to be renewed as required. 118 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 17. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS We continuously assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties. Changes in higher and better use timberlands and real estate development investments from December 31, 2020 to December 31, 2021 are shown below: Higher and Better Use Timberlands and Real Estate Development Investments Land and Timber Development Investments Total Non-current portion at December 31, 2020 $ 79,901 $ 28,617 $ 108,518 Plus: Current portion (a) 212 6,544 6,756 Total Balance at December 31, 2020 80,113 35,161 115,274 Non-cash cost of land and improved development ( 11,894 ) ( 8,211 ) ( 20,105 ) Amortization of parcel real estate development investments — ( 5,923 ) ( 5,923 ) Timber depletion from harvesting activities and basis of timber sold in real estate sales ( 1,301 ) — ( 1,301 ) Capitalized real estate development investments (b) — 21,963 21,963 Capital expenditures (silviculture) 191 — 191 Intersegment transfers 13,281 — 13,281 Purchase price allocation adjustment (c) 8,238 — 8,238 Total Balance at December 31, 2021 88,628 42,990 131,618 Less: Current portion (a) ( 718 ) ( 24,022 ) ( 24,740 ) Non-current portion at December 31, 2021 $ 87,910 $ 18,968 $ 106,878 (a) The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 18 — Inventory for additional information. (b) Capitalized real estate development investments includes $ 0.6 million of capitalized interest and $ 9.4 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within a year. (c) Reflects measurement period adjustments on HBU properties acquired in the merger with Pope Resources. The final allocation of fair value to HBU properties acquired in the merger is approximately $ 34.7 million. This includes development properties in the town of Port Gamble, Washington, development projects in Gig Harbor, Kingston, and Bremerton, Washington and various other assets. See Note 2 - Merger with Pope Resources for additional information. 119 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 18. INVENTORY As of December 31, 2021 and 2020, our inventory was solely comprised of finished goods, as follows: 2021 2020 Real estate inventory (a) $ 24,740 $ 6,756 Log inventory 3,783 3,838 Total inventory $ 28,523 $ 10,594 (a) Represents the cost of HBU real estate (including capitalized development investments) under contract to be sold. See Note 17 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information. 19. OTHER OPERATING INCOME (EXPENSE), NET The following table provides the composition of Other operating income (expense), net for the three years ended December 31: 2021 2020 2019 Gain (loss) on foreign currency remeasurement, net of cash flow hedges $ 6,823 ($ 3,503 ) ($ 3,077 ) Gain on sale or disposal of property plant & equipment 75 121 56 Gain on investment in Timber Funds (a) 7,482 — — Log trading marketing fees 6 56 314 Cost related to the merger with Pope Resources (b) — ( 17,166 ) — Equity income (loss) related to Bainbridge Landing LLC joint venture (c) 102 ( 721 ) — Miscellaneous expense, net ( 404 ) ( 472 ) ( 1,826 ) Total $ 14,084 ($ 21,685 ) ($ 4,533 ) (a) See Note 7 - Noncontrolling Interests and Note 8 - Variable Interest Entities for additional information on Timber Funds. (b) Includes legal, accounting, due diligence, consulting and other costs related to the merger with Pope Resources. See Note 2 - Merger with Pope Resources and Note 27 - Charges for Integration and Restructuring for additional information. (c) See Note 7 - Noncontrolling Interests and Note 8 - Variable Interest Entities for additional information on Ferncliff Investors. 120 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 20. EMPLOYEE BENEFIT PLANS DEFINED BENEFIT PLANS We have one qualified non-contributory defined benefit pension plan covering a portion of its employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans. We closed enrollment in the pension plans to salaried employees hired after December 31, 2005. Effective December 31, 2016, we froze benefits for all employees participating in the pension plan. In lieu of the pension plan, we provide those employees with an enhanced 401(k) plan match similar to what is currently provided to employees hired after December 31, 2005. Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information, along with certain assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change. The following tables set forth the change in the projected benefit obligation and plan assets and reconcile the funded status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement benefit plans for the two years ended December 31: Pension Postretirement 2021 2020 2021 2020 Change in Projected Benefit Obligation Projected benefit obligation at beginning of year $ 100,469 $ 90,261 $ 1,886 $ 1,634 Service cost — — 8 6 Interest cost 2,228 2,706 45 51 Actuarial loss (gain) ( 5,112 ) 11,413 ( 35 ) 209 Benefits paid ( 3,519 ) ( 3,413 ) ( 14 ) ( 14 ) Expenses paid ( 267 ) ( 498 ) — — Projected benefit obligation at end of year $ 93,799 $ 100,469 $ 1,890 $ 1,886 Change in Plan Assets Fair value of plan assets at beginning of year $ 78,883 $ 66,460 — — Actual return on plan assets 9,896 13,329 — — Employer contributions 86 3,005 14 14 Benefits paid ( 3,519 ) ( 3,413 ) ( 14 ) ( 14 ) Other expense ( 267 ) ( 498 ) — — Fair value of plan assets at end of year $ 85,079 $ 78,883 — — Funded Status at End of Year: Net accrued benefit cost ($ 8,720 ) ($ 21,586 ) ($ 1,890 ) ($ 1,886 ) Amounts Recognized in the Consolidated Balance Sheets Consist of: Current liabilities ($ 86 ) ($ 86 ) ($ 46 ) ($ 41 ) Noncurrent liabilities ( 8,634 ) ( 21,500 ) ( 1,844 ) ( 1,845 ) Net amount recognized ($ 8,720 ) ($ 21,586 ) ($ 1,890 ) ($ 1,886 ) 121 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years ended December 31: 2021 2020 Projected benefit obligation $ 93,799 $ 100,469 Accumulated benefit obligation 93,799 100,469 Accumulated postretirement benefit obligation 1,890 1,886 Fair value of plan assets 85,079 78,883 ACTUARIAL (GAIN) LOSS PENSION Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows: • Changes in participant demographics resulted in an actuarial gain of approximately $ 0.5 million, which is primarily due to high mortality among participants. • Changes in mortality assumptions resulted in an actuarial loss of approximately $ 0.3 million. • Changes in the discount rate from 2.26 % to 2.65 % resulted in an actuarial gain of approximately $ 5.1 million. POSTRETIREMENT Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows: • Re-measurement of current census data resulted in a demographic loss of $ 0.1 million. • Changes in the discount rate from 2.42 % to 2.75 % resulted in an actuarial gain of approximately $ 0.1 million. OTHER COMPREHENSIVE INCOME Net gains or losses recognized in other comprehensive (loss) income for the three years ended December 31 are as follows: Pension Postretirement 2021 2020 2019 2021 2020 2019 Net gains (losses) $ 11,262 ($ 1,587 ) ($ 1,514 ) $ 40 ($ 207 ) ($ 285 ) Net gains or losses reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows: Pension Postretirement 2021 2020 2019 2021 2020 2019 Amortization of losses (gains) $ 1,154 $ 861 $ 449 $ 20 $ 8 — 122 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI) Net losses that have not yet been included in pension and postretirement expense for the two years ended December 31, but have been recognized as a component of AOCI are as follows: Pension Postretirement 2021 2020 2021 2020 Net losses ($ 12,627 ) ($ 25,043 ) ($ 431 ) ($ 491 ) Deferred income tax benefit 1,216 1,216 6 6 AOCI ($ 11,411 ) ($ 23,827 ) ($ 425 ) ($ 485 ) NET PENSION AND POSTRETIREMENT BENEFIT (CREDIT) COST The following tables set forth the components of net pension and postretirement benefit (credit) cost that have been recognized during the three years ended December 31: Pension Postretirement 2021 2020 2019 2021 2020 2019 Components of Net Periodic Benefit (Credit) Cost Service cost — — — $ 8 $ 6 $ 6 Interest cost 2,228 2,706 3,197 45 51 54 Expected return on plan assets ( 3,746 ) ( 3,504 ) ( 3,107 ) — — — Amortization of losses (gains) 1,154 861 449 20 8 — Net periodic benefit (credit) cost ($ 364 ) $ 63 $ 539 $ 73 $ 65 $ 60 The service cost component of our benefit expense is recorded within the operating expense line item “Selling and general expenses” within the Consolidated Statements of Income. All other components of the benefit costs expense are included within the “Interest and miscellaneous income, net” line item of the Consolidated Statements of Income. VALUATION ASSUMPTIONS The following table sets forth the principal assumptions inherent in the determination of benefit obligations and net periodic benefit cost of the pension and postretirement benefit plans as of December 31: Pension Postretirement 2021 2020 2019 2021 2020 2019 Assumptions used to determine benefit obligations at December 31: Discount rate 2.65 % 2.26 % 3.06 % 2.75 % 2.42 % 3.16 % Assumptions used to determine net periodic benefit cost for years ended December 31: Discount rate 2.26 % 3.06 % 4.11 % 2.42 % 3.16 % 4.18 % Expected long-term return on plan assets 5.72 % 5.72 % 5.72 % — — — DISCOUNT RATE At December 31, 2021, the pension plan’s discount rate was 2.7 %. The discount rate is derived from the Financial Times Stock Exchange (FTSE) Pension Discount Curve (f/k/a Citigroup). The Pension Discount Curve (PDC) is a set of yields on hypothetical AA, zero coupon bonds whose maturities range from 6 months up to 30 years. The yields of the PDC are used to discount pension liabilities. The PDC is calculated based on a universe of AA rated corporate bonds from the FTSE US Broad Investment-Grade Bond Index and the yields of the FTSE Treasury model curve. 123 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The pension plan's future expected cash flows are then matched to the spot rates on the yield curve and a single equivalent discount rate is determined, which produces the same present value as the spot rates. EXPECTED LONG-TERM RETURN ON PLAN ASSETS In 2021, the expected return on plan assets remained at 5.7 %, which is based on historical returns on current asset allocations and expected returns using the Black-Litterman method. INVESTMENT OF PLAN ASSETS Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the pension plans’ investment program, which is designed to maximize returns and provide sufficient liquidity to meet plan obligations while maintaining acceptable risk levels. The investment approach emphasizes diversification by allocating the plans’ assets among asset categories and selecting investment managers whose various investment methodologies will be minimally correlative with each other. In 2020, we transitioned to a liability-driven investment (“LDI”) strategy. An LDI strategy focuses on maintaining a close to fully-funded status over the long-term with minimal funded status risk. This is achieved by investing more of the plan assets in fixed income instruments to more closely match the duration of the plan liability. The investment allocation to fixed income instruments will increase as the plans' funded status increases. Investment target allocation percentages for equity securities can range up to 80 percent. Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2021 and 2020 are as follows: Percentage of Plan Assets Asset Category 2021 2020 Domestic equity securities 29 % 44 % International equity securities 18 % 30 % Domestic fixed income securities 51 % 21 % International fixed income securities — 3 % Real estate fund 2 % 2 % Total 100 % 100 % Investments within the equity categories may include large capitalization, small capitalization and emerging market securities. Pension assets did not include a direct investment in Rayonier common shares during the years ended December 31, 2021 and 2020. NET ASSET VALUE MEASUREMENTS Separate investment accounts are measured using the unit value calculated based on the Net Asset Value (“NAV”) of the underlying assets. The NAV is based on the fair value of the underlying investments held by each fund less liabilities divided by the units outstanding as of the valuation date. These funds are not publicly traded; however, the unit price calculation is based on observable market inputs of the funds’ underlying assets. The following table sets forth the net asset value of the plan assets as of December 31, 2021 or 2020: December 31, 2021 December 31, 2020 Asset Category Investments at Net Asset Value: Separate Investment Accounts $ 85,079 $ 78,883 Total Investments at Net Asset Value $ 85,079 $ 78,883 124 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) CASH FLOWS Our expected benefit payments to be made for the next 10 years are as follows: Pension Benefits Postretirement Benefits 2022 $ 3,896 $ 46 2023 4,077 50 2024 4,242 53 2025 4,389 56 2026 4,498 60 2027-2031 23,525 359 We have no mandatory pension contribution requirements in 2022. DEFINED CONTRIBUTION PLANS We provide a defined contribution plan to all of our eligible employees. Upon completion of the merger with Pope Resources, former eligible Pope Resource employees were immediately eligible to participate in the Rayonier 401(k) plan. Pope Resources employees’ year of service were credited to the 401(k) plan for vesting purposes. Company match contributions charged to expense for these plans were $ 1.1 million, $ 1.1 million and $ 1.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The defined contribution plan includes Rayonier common shares with a fair market value of $ 11.0 million and $ 8.5 million at December 31, 2021 and 2020, respectively. As of June 1, 2016, the Rayonier Inc. Common Stock Fund was closed to new contributions. Transfers out of the fund will continue to be permitted, but no new investments or transfers into the fund are allowed. As discussed above, the defined benefit pension plan is currently frozen. In lieu of the pension plan, employees are eligible to receive an enhanced match contribution. Company enhanced match contributions charged to expense for the years ended December 31, 2021, 2020 and 2019 were $ 1.2 million, $ 1.0 million and $ 0.9 million, respectively. 125 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 21. INCENTIVE STOCK PLANS The Rayonier Incentive Stock Plan (the “Stock Plan”) provides up to 15.8 million shares to be granted for incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units, subject to certain limitations. At December 31, 2021, a total of 2.4 million shares were available for future grants under the Stock Plan. Under the Stock Plan, shares available for issuance are reduced by 1 share for each option or right granted and by 2.27 shares for each performance share, restricted share or restricted stock unit granted. We issue new shares of stock upon the exercise of stock options, the granting of restricted stock, and the vesting of performance shares and restricted stock units. A summary of our stock-based compensation cost is presented below: 2021 2020 2019 Selling and general expenses $ 8,255 $ 6,839 $ 6,416 Cost of sales 816 693 378 Timber and Timberlands, net (a) 206 170 110 Other operating expense, net (b) — 324 — Total stock-based compensation $ 9,277 $ 8,026 $ 6,904 Tax benefit recognized related to stock-based compensation expense (c) $ 487 $ 421 $ 362 (a) Represents amounts capitalized as part of the overhead allocation of timber-related costs. (b) Represents expense associated with the acceleration of share-based compensation on Pope replacement awards related to qualifying terminations. See Note 27 - Charges for Integration and Restructuring for additional details. (c) A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future. FAIR VALUE CALCULATIONS BY AWARD RESTRICTED STOCK Restricted stock granted to employees under the Stock Plan generally vests in fourths on the first, second, third and fourth anniversary of the grant date. Restricted stock granted to senior management generally vests in thirds on the third, fourth, and fifth anniversary of the grant date. Periodically, other one-time restricted stock grants are issued to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon completion of, a defined period of time. Generally, holders of restricted stock receive dividend equivalent payments on outstanding restricted shares. Restricted stock granted to members of the board of directors generally vests immediately upon issuance and is subject to certain holding requirements. The fair value of each share granted is equal to the share price of the Company’s stock on the date of grant. We have elected to value each grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest vesting date. As permitted, we do not estimate a forfeiture rate for non-vested shares. Accordingly, unexpected forfeitures will lower stock-based compensation during the period in which they occur. REPLACEMENT RESTRICTED STOCK AWARDS FROM THE MERGER WITH POPE RESOURCES As a result of the merger with Pope Resources, Rayonier issued 69,176 shares of restricted stock awards (“replacement awards”) in connection with unvested Pope Resources restricted units. Eligible outstanding Pope Resources restricted units were canceled and exchanged for replacement awards, pursuant to an exchange ratio in the merger agreement designed to maintain the intrinsic value of the awards immediately prior to the exchange. The replacement awards issued have similar vesting provisions as the terms of existing Rayonier restricted stock. Expense for the replacement awards that were not fully vested prior to the date of the merger is expected to be recognized over a weighted average remaining service period of approximately 16 months unless a qualifying termination occurs. A qualifying termination of an awardee will result in the acceleration of vesting and expense recognition in the period that the qualifying termination occurs. Qualifying terminations during the years ended December 31, 2021 and 2020 resulted in the accelerated vesting of 1,430 and 15,049 of the replacement awards and recognition of approximately $ 0.1 million and $ 0.3 million of expense, respectively. 126 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) As of December 31, 2021, there was $ 0.7 million of unrecognized compensation cost attributable to our restricted stock. We expect to recognize this cost over a weighted average period of 1 year. A summary of our restricted stock is presented below: 2021 2020 2019 Restricted shares granted (a) 22,140 100,452 24,592 Weighted average price of restricted shares granted $ 37.36 $ 23.15 $ 30.90 Intrinsic value of restricted stock outstanding (b) $ 3,062 $ 4,666 $ 5,540 Grant date fair value of restricted stock vested 3,121 2,755 5,339 Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested 869 566 1,610 (a) The year ended December 31, 2020 includes 69,176 replacement awards issued as a result of the merger with Pope Resources. (b) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2021. 2021 Number of Shares Weighted Average Grant Date Fair Value Non-vested Restricted Shares at January 1, 158,820 $ 28.47 Granted 22,140 37.36 Vested (a) ( 104,917 ) 29.74 Cancelled ( 181 ) 34.71 Non-vested Restricted Shares at December 31, 75,862 $ 29.29 (a) The year ended December 31, 2021 includes 1,430 replacement awards vested as a result of acceleration due to qualifying terminations. RESTRICTED STOCK UNITS In April 2019, we began granting restricted stock units instead of restricted stock to employees. Most attributes of our restricted stock described herein, including dividend payments, fair value measurement and expense recognition, apply equally to restricted stock units granted under the Stock Plan. However, beginning with the restricted stock units granted in 2021, there is no distinction between the vesting characteristics of restricted stock units granted to senior management and those granted to all other employees. Restricted stock units generally vest in fourths on the first, second, third and fourth anniversary of the grant date. As of December 31, 2021, there was $ 7.1 million of unrecognized compensation cost attributable to our restricted stock units. We expect to recognize this cost over a weighted average period of 2.9 years. A summary of our restricted stock units is presented below: 2021 2020 2019 Restricted stock units granted 129,290 171,409 103,634 Weighted average price of restricted stock units granted $ 33.59 $ 22.58 $ 31.51 Intrinsic value of restricted stock units outstanding (a) $ 15,095 $ 7,801 $ 3,351 Grant date fair value of restricted stock units vested 493 218 2 Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted stock units vested 189 47 1 (a) Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2021. 127 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 2021 Number of Shares Weighted Average Grant Date Fair Value Non-vested Restricted Stock Units at January 1, 265,522 $ 25.75 Granted 129,290 33.59 Vested ( 18,998 ) 25.94 Cancelled ( 1,798 ) 29.37 Non-vested Restricted Stock Units at December 31, 374,016 $ 28.44 PERFORMANCE SHARE UNITS Our performance share units generally vest upon completion of a three-year period. The number of shares, if any, that are ultimately awarded is contingent upon our total shareholder return versus selected peer group companies. The performance share payout is based on a market condition, and as such, the awards are valued using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the vesting period. Additionally, we do not estimate a forfeiture rate for non-vested units. As such, unexpected forfeitures will lower stock-based compensation during the period in which they occur. The Stock Plan allows for the cash settlement of the required withholding tax on performance share unit awards. As of December 31, 2021, there was $ 5.5 million of unrecognized compensation cost related to our performance share unit awards, which is attributable to awards granted in 2019, 2020 and 2021. This cost is expected to be recognized over a weighted average period of 1.7 years. A summary of our performance share units is presented below: 2021 2020 2019 Common shares reserved for performance shares granted during year 191,203 361,870 232,684 Weighted average fair value of performance share units granted $ 36.10 $ 29.59 $ 35.99 Intrinsic value of outstanding performance share units (a) $ 16,360 $ 11,711 $ 10,758 Fair value of performance shares vested 1,738 3,522 6,387 Cash used to purchase common shares from current and former employees to pay withholding tax requirements on performance shares vested 559 992 2,639 (a) Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2021. 2021 Number of Units Weighted Average Grant Date Fair Value Outstanding Performance Share units at January 1, 398,607 $ 34.17 Granted 109,259 36.10 Units Distributed ( 102,505 ) 40.27 Outstanding Performance Share units at December 31, 405,361 $ 33.16 Expected volatility was estimated using daily returns on the Company’s common shares for the three-year period ending on the grant date. The risk-free rate was based on the 3-year U.S. Treasury rate on the date of the award. The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents. The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31, 2021: 2021 2020 2019 Expected volatility 35.6 % 32.6 % 18.4 % Risk-free rate 0.4 % 0.3 % 2.3 % 128 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) NON-QUALIFIED EMPLOYEE STOCK OPTIONS The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing market price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is 10 years from the grant date. A summary of the status of our stock options as of and for the year ended December 31, 2021 is presented below: 2021 Number of Shares Weighted Average Exercise Price (per common share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options outstanding at January 1, 340,985 $ 34.07 Exercised ( 186,590 ) 32.31 Cancelled or expired ( 30,225 ) 34.25 Options outstanding at December 31, 124,170 36.67 1.27 $ 458 Options exercisable at December 31, 124,170 $ 36.67 1.27 $ 458 A summary of additional information pertaining to our stock options is presented below: 2021 2020 2019 Intrinsic value of options exercised (a) $ 916 $ 108 $ 475 Cash received from exercise of options 5,922 1,368 1,260 (a) Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option. As of December 31, 2021, compensation cost related to stock options was fully recognized. 129 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 22. INCOME TAXES Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S. federal or state income tax. As of December 31, 2021, Rayonier owns a 97.8 % interest in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership. The taxable income or loss generated by the Operating Partnership is passed through and reported to its unitholders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return. Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS. The TRS subsidiaries are subject to U.S. federal and state corporate income tax. The New Zealand timber operations are conducted by the New Zealand subsidiary, which is subject to corporate-level tax at 28% in New Zealand and is treated as a partnership for U.S. income tax purposes. PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS The provision for income taxes for each of the three years ended December 31 follows: 2021 2020 2019 Current U.S. federal ($ 1,893 ) ($ 237 ) $ 2 State ( 536 ) ( 339 ) ( 122 ) Foreign ( 11,425 ) ( 5,391 ) ( 1,542 ) ( 13,854 ) ( 5,967 ) ( 1,662 ) Deferred U.S. federal ( 6,288 ) 8,355 465 State ( 1,623 ) 325 17 Foreign ( 2,007 ) ( 3,027 ) ( 11,278 ) ( 9,918 ) 5,653 ( 10,796 ) Changes in valuation allowance 9,111 ( 6,695 ) ( 482 ) Total ($ 14,661 ) ($ 7,009 ) ($ 12,940 ) A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate for each of the three years ended December 31 follows: 2021 2020 2019 U.S. federal statutory income tax rate ($ 47,280 ) ( 21.0 ) % ($ 7,726 ) ( 21.0 ) % ($ 16,930 ) ( 21.0 ) % U.S. and foreign REIT income 44,316 19.7 16,569 45.0 19,902 24.7 Matariki Group and Rayonier New Zealand Ltd ( 12,927 ) ( 5.7 ) ( 7,698 ) ( 20.8 ) ( 11,181 ) ( 13.9 ) Change in valuation allowance 9,111 4.0 ( 6,695 ) ( 18.2 ) ( 482 ) ( 0.6 ) REIT Built-in Gain ( 2,215 ) ( 1.0 ) — — — — State Net Operating Loss — — 1,118 3.0 — — Prepaid land sales — — ( 1,084 ) ( 2.9 ) — — Internal transfer of assets deferred — — — — ( 1,815 ) ( 2.3 ) Foreign income tax withholding ( 505 ) ( 0.2 ) ( 721 ) ( 2.0 ) ( 1,535 ) ( 1.9 ) Sale of Timber Funds ( 2,399 ) ( 1.1 ) — — — — Other ( 2,762 ) ( 1.2 ) ( 772 ) ( 2.1 ) ( 899 ) ( 1.1 ) Income tax expense as reported for net income ($ 14,661 ) ( 6.5 ) % ($ 7,009 ) ( 19.0 ) % ($ 12,940 ) ( 16.1 ) % The Company’s effective tax rate is below the 21 percent U.S. statutory rate primarily due to tax benefits associated with being a REIT. 130 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) DEFERRED TAXES Deferred income taxes result from differences between the timing of recognizing revenues and expenses for financial book purposes versus income tax purposes. The nature of the temporary differences and the resulting net deferred tax asset/liability for the two years ended December 31 follows: 2021 2020 Gross deferred tax assets: Pension, postretirement and other employee benefits $ 597 $ 1,403 New Zealand subsidiary 21,790 23,461 CBPC tax credit carry forwards 13,701 14,555 Capitalized real estate costs 1,656 1,459 U.S. TRS net operating loss 12,489 18,363 Land basis difference 9,061 9,468 Other 5,367 5,502 Total gross deferred tax assets 64,661 74,211 Less: Valuation allowance ( 36,904 ) ( 46,015 ) Total deferred tax assets after valuation allowance $ 27,757 $ 28,196 Gross deferred tax liabilities: Accelerated depreciation ( 46 ) ( 38 ) New Zealand subsidiary ( 91,388 ) ( 98,245 ) Other ( 6,059 ) ( 4,884 ) Total gross deferred tax liabilities ( 97,493 ) ( 103,167 ) Net deferred tax liability reported as noncurrent ($ 69,736 ) ($ 74,971 ) Net operating loss (“NOL”) and tax credit carryforwards as of the two years ended December 31 follows: Tax Effected Balance Expiration 2021 U.S. Federal NOL Carryforwards- Post TCJA (a) $ 10,687 None U.S State NOL Carryforwards (b) 1,802 2033 Cellulosic Biofuel Producer Credit (c) 13,701 2023 2020 U.S. Federal NOL Carryforwards- Pre TCJA (a) $ 2,363 2036 U.S. Federal NOL Carryforwards- Post TCJA (a) 13,017 None U.S State NOL Carryforwards (b) 2,983 2031 Cellulosic Biofuel Producer Credit (c) 14,555 2023 (a) The Tax Cuts and Jobs Act (TCJA) was signed into law on December 22, 2017. The TCJA lifted the 20-year federal NOL Carryforward period. Net operating losses generated after December 31, 2017 have an indefinite carryforward period. (b) The U.S. state NOL is made up of several jurisdictions that expire in various future years. As of December 31, 2021, no state NOL is set to expire before December 31, 2033. As of December 31, 2020, no state NOL was set to expire before December 31, 2031. (c) The Further Consolidated Appropriations Act, 2020 was signed into law on December 20, 2019. The Further Consolidated Appropriations Act, 2020 included the Taxpayer Certainty and Disaster Relief Act of 2019 (Tax Extenders Act), which temporarily renewed approximately two dozen credits that previously expired or were set to expire at the end of 2019. The Cellulosic Biofuel Producer Credit was one of the credits extended under this act. We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more likely than not that such deferred tax assets will not be realized. Since 2015, we have had a 100 % valuation allowance against the U.S. taxable REIT subsidiary's deferred tax assets, net of deferred tax liabilities. During 2021, the net deferred tax assets decreased by $ 9.1 million. As a result, we recorded a change in the valuation allowance of $ 9.1 million related to the U.S. TRS's deferred tax assets, net of liabilities. 131 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) TAX STATUTES The following table provides detail of the tax years that remain open to examination by the IRS and other significant taxing jurisdictions: Taxing Jurisdiction Open Tax Years U.S. Internal Revenue Service 2018 - 2020 New Zealand Inland Revenue 2016 - 2020 TAX CHARACTERISTICS OF DIVIDEND DISTRIBUTIONS The taxable nature of the dividend distributions paid for each of the three years ended December 31 follows: 2021 2020 2019 Total dividends/distributions paid per common share/unit $ 1.08 $ 1.08 $ 1.08 Tax characteristics: Capital gain 100 % 100 % 100 % 132 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 23. ACCUMULATED OTHER COMPREHENSIVE LOSS The following table summarizes the changes in AOCI by component for the years ended December 31, 2021 and 2020. All amounts are presented net of tax effect and exclude portions attributable to noncontrolling interest. Foreign currency translation gains/(losses) Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P. Allocation of Operating Partnership Total Rayonier Inc. Balance as of December 31, 2019 ($ 226 ) $ 1,321 ($ 8,910 ) ($ 23,387 ) ($ 31,202 ) — ($ 31,202 ) Other comprehensive (loss) income before reclassifications 22,928 — ( 71,644 ) ( 1,794 ) ( 50,510 ) — ( 50,510 ) Amounts reclassified from accumulated other comprehensive (loss) income — — 9,498 869 (b) 10,367 ( 2,540 ) 7,827 Net other comprehensive (loss) income 22,928 — ( 62,146 ) ( 925 ) ( 40,143 ) ( 2,540 ) ( 42,683 ) Balance as of December 31, 2020 $ 22,702 $ 1,321 ($ 71,056 ) ($ 24,312 ) ($ 71,345 ) ($ 2,540 ) ($ 73,885 ) Other comprehensive (loss) income before reclassifications ( 18,487 ) — 44,899 (a) 11,302 37,714 — 37,714 Amounts reclassified from accumulated other comprehensive (loss) income — — 16,994 1,174 (b) 18,168 ( 1,601 ) 16,567 Net other comprehensive (loss) income ( 18,487 ) — 61,893 12,476 55,882 ( 1,601 ) 54,281 Balance as of December 31, 2021 $ 4,215 $ 1,321 ($ 9,163 ) ($ 11,836 ) ($ 15,463 ) ($ 4,141 ) ($ 19,604 ) (a) Includes $ 52.5 million of other comprehensive gain related to interest rate swaps. See Note 11 — Derivative Financial Instruments and Hedging Activities for additional information. (b) This component of other comprehensive (loss) income is included in the computation of net periodic pension cost. See Note 20 — Employee Benefit Plans for additional information. The following table presents details of the amounts reclassified in their entirety from AOCI for the years ended December 31, 2021 and 2020: Details about accumulated other comprehensive loss components Amount reclassified from accumulated other comprehensive loss Affected line item in the income statement 2021 2020 Realized loss (gain) on foreign currency exchange contracts $ 2,974 ($ 2,324 ) Other operating income (expense), net Realized loss on foreign currency option contracts 1,177 30 Other operating income (expense), net Noncontrolling interest ( 955 ) 528 Comprehensive (income) loss attributable to noncontrolling interests Realized loss on interest rate contracts 14,694 10,769 Interest expense Income tax (benefit) expense from foreign currency contracts ( 896 ) 495 Income tax expense (Note 22) Net loss on cash flow hedges reclassified from accumulated other comprehensive income $ 16,994 $ 9,498 133 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 24. RESTRICTED CASH Restricted cash, Timber Funds includes the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests. Restricted cash, excluding Timber Funds includes cash balances held in escrow as collateral for certain contractual obligations related to our Richmond Hill development project as well as cash held in escrow for real estate sales. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows for the years ended December 31: 2021 2020 Cash and cash equivalents $ 362,173 $ 84,507 Restricted cash, Timber Funds 6,341 — Restricted cash, excluding Timber Funds (Held in escrow) 625 2,975 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 369,139 $ 87,482 134 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 25. OTHER ASSETS Included in Other Assets are derivatives, long-term prepaid roads, goodwill in the New Zealand subsidiary, patronage equity, capitalized software costs, carbon credits, long-term prepaid stumpage and other deferred expenses including deferred financing costs related to revolving debt. As of December 31, 2021 and 2020, our long-term derivative contracts follows: 2021 2020 Long-term derivative contracts $ 11,796 $ 1,563 See Note 1 — Summary of Significant Accounting Policies and Note 11 — Derivative Financial Instruments and Hedging Activities for further information on derivatives including their classification on the Consolidated Balance Sheets. As of December 31, 2021 and 2020, our prepaid logging and secondary roads follows: 2021 2020 Long-term and prepaid and secondary roads Pacific Northwest long-term prepaid roads $ 4,131 $ 4,087 New Zealand long-term secondary roads 6,730 5,767 Total long-term prepaid and secondary roads $ 10,861 $ 9,854 See Note 1 — Summary of Significant Accounting Policies for additional information on prepaid logging roads. Changes in goodwill for the years ended December 31, 2021 and 2020 were: 2021 2020 Balance, January 1 (net of $ 0 of accumulated impairment) $ 8,943 $ 8,611 Changes to carrying amount Acquisitions — — Impairment — — Foreign currency adjustment ( 486 ) 332 Balance, December 31 (net of $ 0 of accumulated impairment) $ 8,457 $ 8,943 See Note 1 — Summary of Significant Accounting Policies for additional information on goodwill. As of December 31, 2021 and 2020, Rayonier’s patronage equity follows: 2021 2020 Patronage Equity $ 7,322 $ 6,685 See Note 1 — Summary of Significant Accounting Policies for additional information on patronage equity. As of December 31, 2021 and 2020, our capitalized software costs follows: 2021 2020 Capitalized software costs $ 3,117 $ 3,651 See Note 1 — Summary of Significant Accounting Policies for additional information on capitalized software costs. 135 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Changes in the basis of carbon credits for the years ended December 31, 2021 and 2020 were: 2021 2020 Balance, January 1 $ 1,346 $ 1,544 Changes to carrying amount Acquisitions 698 — Sales — ( 286 ) Foreign currency adjustment ( 88 ) 88 Balance, December 31 (net of $ 0 of accumulated impairment) $ 1,956 $ 1,346 See Note 1 — Summary of Significant Accounting Policies for additional information on carbon credits. As of December 31, 2021 and 2020, our prepaid stumpage follows: 2021 2020 Long-term prepaid stumpage $ 1,461 $ 3,137 See Note 1 — Summary of Significant Accounting Policies for additional information on prepaid stumpage. As of December 31, 2021 and 2020, our deferred financing costs related to revolving debt follows: 2021 2020 Deferred financing costs related to revolving debt $ 1,104 $ 1,040 See Note 1 — Summary of Significant Accounting Policies for additional information on deferred financing costs related to revolving debt. 26. ASSETS HELD FOR SALE Assets held for sale is composed of properties not included in inventory which are under contract and expected to be sold within the next 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9. As of December 31, 2021 and December 31, 2020, the basis in properties meeting this classification was $ 5.1 million and $ 3.4 million, respectively. Since the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized. 27. CHARGES FOR INTEGRATION AND RESTRUCTURING During 2020, we incurred and accrued for termination benefits (primarily severance) and accelerated share-based payment costs based upon actual and expected qualifying terminations of certain employees as a result of restructuring decisions made concurrent with and subsequent to the merger with Pope Resources. We also incurred non-recurring professional services costs for investment banking, legal, consulting, accounting and certain other fees directly attributable to the merger with Pope Resources. A summary of the charges for integration and restructuring related to the merger with Pope Resources is presented below: 2020 Termination benefits $ 625 Acceleration of share-based compensation related to qualifying terminations ( Note 21 ) 324 Professional services 14,314 Other integration and restructuring costs 1,903 Total integration and restructuring charges related to the merger with Pope Resources $ 17,166 During the year ended December 31, 2020, we incurred $ 0.6 million in severance benefits related to restructuring associated with the Pope Resources merger. As of December 31, 2020, there was $ 0.1 million of accrued severance recorded within “Accrued Payroll and Benefits” in our Consolidated Balance Sheets. As of December 31, 2021, all severance associated with the merger with Pope Resources has been paid. 136 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 28. RELATED PARTY In January 2020, we entered into an agreement to sell developed lots to Mattamy Jacksonville LLC, a wholly owned subsidiary of Mattamy Homes, for an aggregate base purchase price of $ 4.45 million (subject to multiple takedowns over a 2 year period), plus additional consideration as to each lot to the extent the ultimate sales price of each finished home exceeds agreed price thresholds (the “Mattamy Contract”). In May 2021, we entered into an amendment to the original agreement, which sells additional lots to Mattamy for an aggregate base purchase price of $ 1.0 million. The Mattamy contract also includes marketing fee revenue based on a percentage of the sales price of each finished home. In September 2020, Keith Bass, a member of our Board of Directors, was named the Chief Executive Officer of Mattamy Homes US. Following this development, the Mattamy Contract and the ongoing obligations therein, were reviewed by the Nominating and Corporate Governance Committee in accordance with established policies and procedures regarding the authorization and approval of transactions with related parties. The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated Statements of Income and Comprehensive Income for the three years ended December 31: Related Party Transaction Location on Statement of Income and Comprehensive Income 2021 2020 2019 Mattamy Contract Sales (a) $ 2,656 $ 1,354 — (a) The years ended December 31, 2021 and December 31, 2020 exclude approximately $ 0.3 million and $ 0.1 million, respectively, of cash received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees. 137 Table of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.