What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-06 compared with 2021-11-05 · 293 added, 954 removed, 881 unchanged (59% of the section changed)

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

SALES ( NOTE 3 )

3 unchanged sentences

Selling and general expenses ( 14,760 ) ( 14,032 )

Other operating income (expense), net ( Note 18 )

Other operating (expense) income, net ( Note 15 )

( 984 ) 2,448

2 unchanged sentences

Interest expense ( 8,337 ) ( 10,028 )

Interest and other miscellaneous income (expense), net 1,274 ( 137 ) 127 1,232

INCOME (LOSS) BEFORE INCOME TAXES 113,323 ( 8,778 ) 202,077 24,794

Interest and other miscellaneous expense, net ( 468 ) ( 4 )

INCOME BEFORE INCOME TAXES 36,513 18,453

Income tax expense ( Note 17 )

( 5,515 ) ( 3,421 )

NET INCOME (LOSS) 110,512 ( 9,498 ) 188,963 17,378

Net (income) loss attributable to noncontrolling interests in the Operating Partnership ( 2,210 ) 25 ( 4,303 ) ( 195 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 32,471 ) 8,715 ( 40,775 ) 9,647

NET INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.

NET INCOME 30,998 15,032

Net income attributable to noncontrolling interests in the operating partnership ( 669 ) ( 341 )

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,012 ) ( 3,843 )

NET INCOME ATTRIBUTABLE TO RAYONIER INC.

29,317 10,848

OTHER COMPREHENSIVE (LOSS) INCOME

OTHER COMPREHENSIVE INCOME

Foreign currency translation adjustment, net of income tax effect of $ 0 and $ 0

3 unchanged sentences

Amortization of pension and postretirement plans, net of income tax expense of $ 0 and $ 0

294 217 881 652

Total other comprehensive (loss) income ( 4,617 ) 20,554 33,904 ( 90,528 )

COMPREHENSIVE INCOME (LOSS) 105,895 11,056 222,867 ( 73,150 )

Total other comprehensive income 47,073 47,007

COMPREHENSIVE INCOME 78,071 62,039

Comprehensive income attributable to noncontrolling interests in the operating partnership ( 1,686 ) ( 1,872 )

Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 31,099 ) 5,017 ( 36,168 ) 10,761

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 2,408 ) ( 580 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.

$ 73,977 $ 59,587

EARNINGS PER COMMON SHARE ( NOTE 5 )

Basic earnings (loss) per share attributable to Rayonier Inc.

Basic earnings per share attributable to Rayonier Inc.

$ 0.20 $ 0.08

Diluted earnings (loss) per share attributable to Rayonier Inc.

Diluted earnings per share attributable to Rayonier Inc.

$ 0.20 $ 0.08

4 unchanged sentences

(Dollars in thousands)

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

CURRENT ASSETS

2 unchanged sentences

Total cash and cash equivalents 259,722 362,173

Restricted cash, Timber Funds ( No te 22 )

Restricted cash, Timber Funds ( Note 19 )

Accounts receivable, less allowance for doubtful accounts of $ 66 and $ 59

25 unchanged sentences

Accounts payable $ 31,131 $ 23,447

Current maturities of long-term debt, net, excluding Timber Funds ( Note 9 )

Current maturities of long-term debt, net, ( Note 6 )

2,087 124,965

Accrued taxes 2,754 12,446

5 unchanged sentences

Total current liabilities 92,662 231,721

LONG-TERM DEBT, NET, EXCLUDING TIMBER FUNDS ( NOTE 9 )

LONG-TERM DEBT, NET, ( NOTE 6 )

1,243,673 1,242,819

LONG-TERM DEBT, NET, TIMBER FUNDS ( NOTE 9 )

PENSION AND OTHER POSTRETIREMENT BENEFITS ( NOTE 16 )

9 unchanged sentences

Retained earnings 389,077 402,307

Accumulated other comprehensive loss ( Note 21 )

Accumulated other comprehensive income (loss) ( Note 18 )

25,973 ( 19,604 )

12 unchanged sentences

Earnings Accumulated

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Shareholders’

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

9 unchanged sentences

Repurchase of common shares ( 5,420 ) ( 214 ) — — — ( 214 )

Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — — 655 655

Adjustment of noncontrolling interests in the operating partnership — — ( 2,645 ) — — ( 2,645 )

6 unchanged sentences

Balance, March 31, 2022 146,107,688 $ 1,421,946 $ 389,077 $ 25,973 $ 44,643 $ 1,881,639

Net income — — 58,959 — 4,461 63,420

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 1,753 ) — — ( 1,753 )

Dividends ($ 0.27 per share) (a)

— — ( 37,981 ) — — ( 37,981 )

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 927

2,199,459 79,994 — — — 79,994

Issuance of shares under incentive stock plans 185,544 3,325 — — — 3,325

Stock-based compensation — 2,852 — — — 2,852

Repurchase of common shares ( 42,425 ) ( 1,453 ) — — — ( 1,453 )

Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — — 9,034 9,034

Adjustment of noncontrolling interests in the Operating Partnership — — ( 15,410 ) — — ( 15,410 )

Conversion of units into common shares 6,439 241 — — — 241

Amortization of pension and postretirement plan liabilities — — — 294 — 294

Foreign currency translation adjustment — — — 1,025 214 1,239

Cash flow hedges — — — ( 9,833 ) ( 186 ) ( 10,019 )

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 253 — 253

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 6,474 ) ( 6,474 )

Balance, June 30, 2021 141,319,907 $ 1,231,224 $ 411,531 ($ 33,407 ) $ 388,135 $ 1,997,483

Net income — — 78,041 — 32,471 110,512

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 2,210 ) — — ( 2,210 )

Dividends ($ 0.27 per share) (a)

— — ( 39,032 ) — — ( 39,032 )

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 691

1,390,968 51,132 — — — 51,132

Issuance of shares under incentive stock plans 5,740 183 — — — 183

Stock-based compensation — 2,086 — — — 2,086

Repurchase of common shares ( 175 ) ( 6 ) — — — ( 6 )

Disposition of noncontrolling interests in consolidated affiliates — — — — ( 255,486 ) ( 255,486 )

Adjustment of noncontrolling interests in the Operating Partnership — — 1,746 — — 1,746

Conversion of common units to common shares 333,018 12,258 — — — 12,258

Amortization of pension and postretirement plan liabilities — — — 294 — 294

Foreign currency translation adjustment — — — ( 5,743 ) ( 879 ) ( 6,622 )

Cash flow hedges — — — 2,204 ( 493 ) 1,711

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 92 — 92

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 53,562 ) ( 53,562 )

Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 28,119 ) ( 28,119 )

Balance, September 30, 2021 143,049,458 $ 1,296,877 $ 450,076 ($ 36,560 ) $ 82,067 $ 1,792,460

(a) For information regarding distributions to noncontrolling interests in the operating partnership, see the Rayonier Inc.

Consolidated Statements of Cash Flows and Note 4 — Noncontrolling Interests .

RAYONIER INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(Dollars in thousands, except share data)

Common Shares Retained

Earnings Accumulated

Comprehensive

Loss Noncontrolling Interests in Consolidated Affiliates Shareholders’

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

1 unchanged sentence

Net income — — 11,189 — 3,843 15,032

Dividends ($ 0.27 per share)

— — ( 34,813 ) — — ( 34,813 )

Issuance of shares under incentive stock plans 2,407 66 — — — 66

Stock-based compensation — 1,510 — — — 1,510

Repurchase of common shares ( 152,237 ) — ( 3,152 ) — — ( 3,152 )

Amortization of pension and postretirement plan liabilities — — — 217 — 217

Foreign currency translation adjustment — — — ( 33,894 ) ( 10,129 ) ( 44,023 )

Cash flow hedges — — — ( 82,376 ) ( 1,099 ) ( 83,475 )

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 725 ) ( 725 )

Balance, March 31, 2020 129,181,239 $ 889,753 $ 570,895 ($ 147,255 ) $ 86,275 $ 1,399,668

Issuances of shares associated with the merger with Pope Resources 7,181,071 172,418 — — — 172,418

Net income (loss) — — 1,954 — ( 1,499 ) 455

Net income attributable to noncontrolling interests in the operating partnership — — ( 341 ) — — ( 341 )

1 unchanged sentence

— — ( 37,532 ) — — ( 37,532 )

Issuance of shares under incentive stock plans 215,970 222 — — — 222

Stock-based compensation — 2,668 — — — 2,668

Repurchase of common shares ( 66,168 ) ( 1,572 ) — — — ( 1,572 )

Acquisition of noncontrolling interests in consolidated affiliates — — — — 372,381 372,381

Adjustment of noncontrolling interests in the Operating Partnership — — ( 3,992 ) — — ( 3,992 )

Amortization of pension and postretirement plan liabilities — — — 217 — 217

Foreign currency translation adjustment — — — 17,872 5,386 23,258

Cash flow hedges — — — ( 8,306 ) 1,030 ( 7,276 )

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 457 ) — ( 457 )

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 6,856 ) ( 6,856 )

Balance, June 30, 2020 136,512,112 $ 1,063,489 $ 531,681 ($ 137,929 ) $ 456,717 $ 1,913,958

Net loss — — ( 783 ) — ( 8,715 ) ( 9,498 )

Net loss attributable to noncontrolling interests in the Operating Partnership — — 25 — — 25

Dividends ($ 0.27 per share) (a)

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 197

1,107,814 36,708 — — — 36,708

Costs associated with the “At-the-Market” (ATM) offering program — ( 456 ) — — — ( 456 )

Issuance of shares under incentive stock plans 39,140 1,166 — — — 1,166

3 unchanged sentences

Adjustment of noncontrolling interests in the operating partnership — — ( 11,867 ) — — ( 11,867 )

Conversion of common units to common shares 1,000 27 — — — 27

Conversion of units into common shares 150,134 4,715 — — — 4,715

Amortization of pension and postretirement plan liabilities — — — 294 — 294

3 unchanged sentences

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 8,737 ) ( 8,737 )

Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 28,403 ) ( 28,403 )

Balance, September 30, 2020 136,518,006 $ 1,065,188 $ 485,636 ($ 121,605 ) $ 421,929 $ 1,851,148

Balance, March 31, 2021 138,970,890 $ 1,146,265 $ 407,716 ($ 25,146 ) $ 381,086 $ 1,909,921

(a) For information regarding distributions to noncontrolling interests in the operating partnership, see the Rayonier Inc.

5 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

6 unchanged sentences

Amortization of losses from pension and postretirement plans 188 294

Timber write-offs due to casualty events — 15,203

Gain on sale of large disposition of timberlands ( 44,800 ) ( 28,655 )

Gain on sale of Timber Funds III & IV ( 3,729 ) —

Gain on Fund II timberland dispositions ( 35,951 ) —

Other ( 2,244 ) ( 3,681 )

9 unchanged sentences

Purchase of timberlands ( 2,830 ) ( 29,938 )

Net proceeds from large disposition of timberlands 54,698 115,666

Net proceeds from sale of Timber Funds III & IV 31,068 —

Net proceeds from Fund II timberland dispositions 85,199 —

Net cash consideration for merger with Pope Resources — ( 231,068 )

Other 2,619 4,356

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 69,334 ( 184,781 )

CASH USED FOR INVESTING ACTIVITIES ( 18,945 ) ( 44,424 )

FINANCING ACTIVITIES

1 unchanged sentence

Repayment of debt ( 526,948 ) —

Dividends paid on common stock ( 114,261 ) ( 109,136 )

Dividends paid on common shares ( 39,444 ) ( 37,490 )

Distributions to noncontrolling interests in the operating partnership ( 895 ) ( 1,155 )

1 unchanged sentence

Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs 30,918 32,545

Repurchase of common shares ( 1,614 ) ( 1,577 )

Debt issuance costs ( 4,829 ) ( 2,483 )

Repurchase of common shares made under repurchase program — ( 3,152 )

Noncontrolling interests in consolidated affiliates redemption of shares — ( 5,113 )

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 214 ) ( 155 )

Distributions to noncontrolling interests in consolidated affiliates ( 2,684 ) ( 8,737 )

Make-whole fee on NWFCS debt prepayment ( 6,234 ) —

CASH PROVIDED BY FINANCING ACTIVITIES 47,726 55,668

CASH USED FOR FINANCING ACTIVITIES ( 134,670 ) ( 13,826 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH 620 ( 5 )

9 unchanged sentences

Capital assets purchased on account 4,511 4,814

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

(a) Interest paid is presented net of patronage paymen ts received of $ 6.8 million a n d $ 4.7 million for the nine months ended September 30, 2021 and September 30, 2020, respectively.

(a) Interest paid is presented net of patronage paymen ts received of $ 5.5 million a n d $ 6.2 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

For additional information on patronage payments, see Note 10 — Debt in the 2021 Form 10-K.

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

SALES ( NOTE 3 )

3 unchanged sentences

Selling and general expenses ( 14,760 ) ( 14,032 )

Other operating income (expense), net ( Note 18 )

Other operating (expense) income, net ( Note 15 )

( 984 ) 2,448

2 unchanged sentences

Interest expense ( 8,337 ) ( 10,028 )

Interest and other miscellaneous income (expense), net 1,274 ( 137 ) 127 1,232

INCOME (LOSS) BEFORE INCOME TAXES 113,323 ( 8,778 ) 202,077 24,794

Interest and other miscellaneous expense, net ( 468 ) ( 4 )

INCOME BEFORE INCOME TAXES 36,513 18,453

Income tax expense ( Note 17 )

( 5,515 ) ( 3,421 )

NET INCOME (LOSS) 110,512 ( 9,498 ) 188,963 17,378

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 32,471 ) 8,715 ( 40,775 ) 9,647

NET INCOME (LOSS) ATTRIBUTABLE TO RAYONIER, L.P.

NET INCOME 30,998 15,032

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,012 ) ( 3,843 )

NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS 29,986 11,189

OTHER COMPREHENSIVE (LOSS) INCOME

OTHER COMPREHENSIVE INCOME

Foreign currency translation adjustment, net of income tax effect of $ 0 and $ 0

3 unchanged sentences

Amortization of pension and postretirement plans, net of income tax expense of $ 0 and $ 0

294 217 881 652

Total other comprehensive (loss) income ( 4,617 ) 20,554 33,904 ( 90,528 )

COMPREHENSIVE INCOME (LOSS) 105,895 11,056 222,867 ( 73,150 )

Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 31,099 ) 5,017 ( 36,168 ) 10,761

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER, L.P.

Total other comprehensive income 47,073 47,007

COMPREHENSIVE INCOME 78,071 62,039

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 2,408 ) ( 580 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS $ 75,663 $ 61,459

EARNINGS PER UNIT ( NOTE 5 )

Basic earnings (loss) per unit attributable to Rayonier, L.P.

Basic earnings per unit attributable to Rayonier, L.P.

$ 0.20 $ 0.08

Diluted earnings (loss) per unit attributable to Rayonier, L.P.

Diluted earnings per unit attributable to Rayonier, L.P.

$ 0.20 $ 0.08

4 unchanged sentences

(Dollars in thousands)

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

CURRENT ASSETS

30 unchanged sentences

Accounts payable $ 31,131 $ 23,447

Current maturities of long-term debt, net, excluding Timber Funds ( Note 9 )

Current maturities of long-term debt, net, ( Note 6 )

2,087 124,965

Accrued taxes 2,754 12,446

5 unchanged sentences

Total current liabilities 92,662 231,721

LONG-TERM DEBT, NET, EXCLUDING TIMBER FUNDS ( NOTE 9 )

LONG-TERM DEBT, NET, ( NOTE 6 )

1,243,673 1,242,819

LONG-TERM DEBT, NET, TIMBER FUNDS ( NOTE 9 )

PENSION AND OTHER POSTRETIREMENT BENEFITS ( NOTE 16 )

7 unchanged sentences

Limited partners’ capital 1,788,713 1,769,367

Accumulated other comprehensive loss ( Note 21 )

Accumulated other comprehensive income (loss) ( Note 18 )

30,215 ( 15,463 )

10 unchanged sentences

Units Accumulated

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Total Capital

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

10 unchanged sentences

Conversion of units into common shares 1 103 — — 104

Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — 655 655

Amortization of pension and postretirement plan liabilities — — 188 — 188

3 unchanged sentences

Balance, March 31, 2022 $ 18,068 $ 1,788,713 $ 30,215 $ 44,643 $ 1,881,639

Net income 590 58,369 — 4,461 63,420

Distributions on units ($ 0.27 per unit)

( 391 ) ( 38,744 ) — — ( 39,135 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 927

800 79,194 — — 79,994

Issuance of units under incentive stock plans 33 3,292 — — 3,325

Stock-based compensation 29 2,823 — — 2,852

Repurchase of units ( 15 ) ( 1,438 ) — — ( 1,453 )

Adjustment of Redeemable Operating Partnership Units ( 158 ) ( 15,598 ) — — ( 15,756 )

Conversion of units into common shares 2 239 — — 241

Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — 9,034 9,034

Amortization of pension and postretirement plan liabilities — — 294 — 294

Foreign currency translation adjustment — — 1,025 214 1,239

Cash flow hedges — — ( 9,833 ) ( 186 ) ( 10,019 )

Distributions to noncontrolling interests in consolidated affiliates — — — ( 6,474 ) ( 6,474 )

Balance, June 30, 2021 $ 16,389 $ 1,622,548 ($ 29,589 ) $ 388,135 $ 1,997,483

Net income 780 77,261 — 32,471 110,512

Distributions on units ($ 0.27 per unit)

( 401 ) ( 39,695 ) — — ( 40,096 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 691

511 50,621 — — 51,132

Issuance of units under incentive stock plans 2 181 — — 183

Stock-based compensation 21 2,065 — — 2,086

Repurchase of units — ( 6 ) — — ( 6 )

Adjustment of Redeemable Operating Partnership Units 7 685 — — 692

Conversion of units into common shares 123 12,135 — — 12,258

Disposition of noncontrolling interests in consolidated affiliates — — — ( 255,486 ) ( 255,486 )

Amortization of pension and postretirement plan liabilities — — 294 — 294

Foreign currency translation adjustment — — ( 5,743 ) ( 879 ) ( 6,622 )

Cash flow hedges — — 2,204 ( 493 ) 1,711

Distributions to noncontrolling interests in consolidated affiliates — — — ( 53,562 ) ( 53,562 )

Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ( 28,119 ) ( 28,119 )

Balance, September 30, 2021 $ 17,432 $ 1,725,795 ($ 32,834 ) $ 82,067 $ 1,792,460

Units Accumulated

Comprehensive

Loss Noncontrolling Interests in Consolidated Affiliates Total Capital

Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

3 unchanged sentences

( 387 ) ( 38,300 ) — — ( 38,687 )

Issuance of units under incentive stock plans 1 65 — — 66

Stock-based compensation 15 1,495 — — 1,510

Repurchase of units ( 32 ) ( 3,120 ) — — ( 3,152 )

Amortization of pension and postretirement plan liabilities — — 217 — 217

Foreign currency translation adjustment — — ( 33,894 ) ( 10,129 ) ( 44,023 )

Cash flow hedges — — ( 82,376 ) ( 1,099 ) ( 83,475 )

Distributions to noncontrolling interests in consolidated affiliates — — — ( 725 ) ( 725 )

Balance, March 31, 2020 $ 14,606 $ 1,446,042 ($ 147,255 ) $ 86,275 $ 1,399,668

Issuance of units associated with the merger with Pope Resources 1,724 170,694 — — 172,418

Net income (loss) 20 1,934 — ( 1,499 ) 455

Distributions on units ($ 0.27 per unit)

( 382 ) ( 37,775 ) — — ( 38,157 )

Issuance of units under incentive stock plans 2 220 — — 222

Stock-based compensation 27 2,641 — — 2,668

Repurchase of units ( 15 ) ( 1,557 ) — — ( 1,572 )

Adjustment of Redeemable Operating Partnership Units ( 35 ) ( 3,433 ) — — ( 3,468 )

Acquisition of noncontrolling interests in consolidated affiliates — — — 372,381 372,381

Amortization of pension and postretirement plan liabilities — — 217 — 217

Foreign currency translation adjustment — — 17,872 5,386 23,258

Cash flow hedges — — ( 8,306 ) 1,030 ( 7,276 )

Distribution to noncontrolling interests in consolidated affiliates — — — ( 6,856 ) ( 6,856 )

Balance, June 30, 2020 $ 15,947 $ 1,578,766 ($ 137,472 ) $ 456,717 $ 1,913,958

Net loss ( 8 ) ( 775 ) — ( 8,715 ) ( 9,498 )

Distributions on units ($ 0.27 per unit)

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 197

367 36,341 — — 36,708

Costs associated with the “At-the-Market” (ATM) program ( 5 ) ( 451 ) — — ( 456 )

Issuance of units under incentive stock plans 12 1,154 — — 1,166

8 unchanged sentences

Distributions to noncontrolling interests in consolidated affiliates — — — ( 8,737 ) ( 8,737 )

Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ( 28,403 ) ( 28,403 )

Balance, September 30, 2020 $ 15,498 $ 1,534,337 ($ 120,616 ) $ 421,929 $ 1,851,148

Balance, March 31, 2021 $ 15,499 $ 1,534,411 ($ 21,075 ) $ 381,086 $ 1,909,921

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

6 unchanged sentences

Amortization of losses from pension and postretirement plans 188 294

Timber write-offs due to casualty events — 15,203

Gain on sale of large disposition of timberlands ( 44,800 ) ( 28,655 )

Gain on sale of Timber Funds III & IV ( 3,729 ) —

Gain on Fund II timberland dispositions ( 35,951 ) —

Other ( 2,244 ) ( 3,681 )

9 unchanged sentences

Purchase of timberlands ( 2,830 ) ( 29,938 )

Net proceeds from large disposition of timberlands 54,698 115,666

Net proceeds from sale of Timber Funds III & IV 31,068 —

Net proceeds from Fund II timberland dispositions 85,199 —

Cash consideration for merger with Pope Resources, net of cash acquired — ( 231,068 )

Other 2,619 4,356

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 69,334 ( 184,781 )

CASH USED FOR INVESTING ACTIVITIES ( 18,945 ) ( 44,424 )

FINANCING ACTIVITIES

4 unchanged sentences

Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs 30,918 32,545

Repurchase of units ( 1,614 ) ( 1,577 )

Debt issuance costs ( 4,829 ) ( 2,483 )

Repurchase of units made under repurchase program — ( 3,152 )

Noncontrolling interests in consolidated affiliates redemption of shares — ( 5,113 )

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 214 ) ( 155 )

Distributions to noncontrolling interests in consolidated affiliates ( 2,684 ) ( 8,737 )

Make-whole fee on NWFCS debt prepayment ( 6,234 ) —

CASH PROVIDED BY FINANCING ACTIVITIES 47,726 55,668

CASH USED FOR FINANCING ACTIVITIES ( 134,670 ) ( 13,826 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH 620 ( 5 )

9 unchanged sentences

Capital assets purchased on account 4,511 4,814

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

(a) Interest paid is presented net of patronage paymen ts received of $ 6.8 million an d $ 4.7 million for the nine months ended September 30, 2021 and September 30, 2020, respectively.

(a) Interest paid is presented net of patronage paymen ts received of $ 5.5 million an d $ 6.2 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

For additional information on patronage payments, see Note 10 — Debt in the 2021 Form 10-K.

15 unchanged sentences

These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC (the “2021 Form 10-K”).

On May 8, 2020, Rayonier, L.P.

acquired Pope Resources and became the general partner of Pope Resources.

As of September 30, 2021, the Company owned a 97.3 % interest in the Operating Partnership, with the remaining 2.7 % interest owned by limited partners of the Operating Partnership.

As of March 31, 2022, 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 management of the Operating Partnership.

Please see Note 2 - Merger with Pope Resources and Note 24 - Charges for Integration and Restructuring for further information pertaining to the merger.

SUMMARY OF UPDATES TO SIGNIFICANT ACCOUNTING POLICIES

For a full description of our other significant accounting policies, see Note 1 — Summary of Significant Accounting Policies in our 2021 Form 10-K.

DISPOSITION OF TIMBER 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.

On September 30, 2021, we sold approximately 13,000 acres of timberlands in Washington held by Fund II for $ 87.1 million.

We classified the remaining portion of Fund II’s timber and timberland as assets held for sale in our Consolidated Balance Sheets as of September 30, 2021, as a process to liquidate Fund II had commenced.

See Note 6 — Noncontrolling Interests , Note 23 — Assets Held for Sale and the subsequent events section of this note below for additional information.

NEW ACCOUNTING STANDARDS

3 unchanged sentences

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.

We have 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.

2 unchanged sentences

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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.

We are currently in the process of evaluating the effects of the provisions of ASU 2020-06 on our financial statements.

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 has remained unchanged.

We will continue to monitor any developments in this area and may reclassify the temporary partners’ capital and noncontrolling interest to permanent upon agreement in guidance.

Recent accounting pronouncements adopted or pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

SUBSEQUENT EVENTS

On October 5, 2021, we sold approximately 5,000 acres of Fund II timberland assets in Oregon for an aggregate purchase price of approximately $ 37.2 million.

This sale will not have a material effect on our consolidated financial statements.

On November 1, 2021, we sold the remaining 13,000 acres of Fund II timberland assets in Oregon for an aggregate purchase price of approximately $ 32.5 million.

This sale will not have a material effect on our consolidated financial statements.

This transaction completes the liquidation of Fund II assets, with capital expected to be distributed to investors during the fourth quarter.

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.

For additional information about the merger, see Note 2 - Merger with Pope Resources in the 2020 Form 10-K.

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 $ 2.5 million, $ 13.5 million, and $ 0.4 million of merger-related costs that were expensed during the first, second and third quarters of 2020, respectively.

See Note 24 — 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.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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 the 2020 Form 10-K.

As a result of refinements to timberlands preliminarily recorded values, we recognized the following decreases in depletion expense during the nine months ended September 30, 2021:

Nine months ended September 30, 2021

Pacific Northwest Timber Timber Funds Total

Depletion ($ 182 ) ($ 1,202 ) ($ 1,384 )

Total ($ 182 ) ($ 1,202 ) ($ 1,384 )

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 11 — Fair Value Measurements for further information on the fair value hierarchy.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

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.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Pursuant to ASC 805, unaudited supplemental pro forma results of operations for the three and nine months ended September 30, 2020, assuming the acquisition had occurred as of January 1, 2020, are presented below (in thousands, except per share and unit amounts):

Three Months Ended Nine Months Ended

September 30, 2020

Sales $ 198,975 $ 684,900

Net income attributable to Rayonier Inc.

($ 1,110 ) $ 25,800

Basic earnings per share attributable to Rayonier Inc.

($ 0.01 ) $ 0.19

Diluted earnings per share attributable to Rayonier Inc.

($ 0.01 ) $ 0.19

Net income attributable to Rayonier, L.P.

($ 1,147 ) $ 26,648

Basic earnings per unit attributable to Rayonier, L.P.

($ 0.01 ) $ 0.19

Diluted earnings per unit attributable to Rayonier, L.P.

($ 0.01 ) $ 0.19

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, 2020, 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;

• a reduction in expenses for the three and nine months ended September 30, 2020 of $ 0.4 million and $ 31.6 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.

On April 1, 2022, 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.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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 $ 27.9 million due in 2027 at a fixed rate of 6.48 %.

SEGMENT AND GEOGRAPHICAL INFORMATION

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 Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”).

We evaluate financial performance based on segment operating income and Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”).

Asset information is not reported by segment, as we do not produce asset information by segment internally.

2 unchanged sentences

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.”

The following tables summarize the segment information for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended September 30, Nine Months Ended September 30,

The following tables summarize the segment information for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

SALES 2022 2021

3 unchanged sentences

Timber Funds (a) — 14,939

Real Estate (b) 93,375 28,791 178,409 197,364

Real Estate 34,195 10,504

Trading 13,461 16,665

Intersegment Eliminations (c) ( 590 ) ( 1,366 ) ( 3,496 ) ( 2,310 )

Intersegment Eliminations (b) ( 48 ) ( 1,439 )

Total $ 222,041 $ 191,447

(a) The three and nine months ended September 30, 2021 include $ 75.4 million and $ 102.1 million, respectively, of sales attributable to noncontrolling interests in Timber Funds.

Included in sales attributable to noncontrolling interests in Timber Funds for the three and nine months ended September 30, 2021 is $ 69.7 million from Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds.

The three and nine months ended September 30, 2021 also include $ 17.4 million from Fund II Timberland Dispositions attributable to Rayonier.

The three and nine months ended September 30, 2020 include $ 7.7 million and $ 13.5 million of sales attributable to noncontrolling interests in Timber Funds.

(b) The three and nine months ended September 30, 2021 include $ 20.0 million and $ 56.0 million, respectively, from Large Dispositions.

The nine months ended September 30, 2020 includes $ 116.0 million from a Large Disposition.

Large Dispositions are defined as transactions involving the sale of timberland that exceed $ 20 million in size and do not have a demonstrable premium relative to timberland value.

(c) 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.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended September 30, Nine Months Ended September 30,

OPERATING INCOME (LOSS) 2021 2020 2021 2020

Southern Timber (a) $ 12,778 $ 5,090 $ 47,105 $ 31,368

(a) The three months ended March 31, 2021 includes $ 11.9 million of sales attributable to noncontrolling interests in Timber Funds.

(b) Primarily consists of the elimination of timberland investment management fees paid to us by the timber funds, which were 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.

Three Months Ended March 31,

OPERATING INCOME 2022 2021

Southern Timber $ 30,342 $ 17,347

Pacific Northwest Timber 6,606 1,350

New Zealand Timber 5,392 13,944

Timber Funds (b) 41,285 ( 12,370 ) 44,778 ( 14,262 )

Real Estate (c) 60,617 9,459 112,816 61,081

Timber Funds (a) — 1,501

Real Estate 10,181 1,687

Trading 351 244

Corporate and Other (d) ( 6,706 ) ( 8,737 ) ( 22,337 ) ( 37,383 )

Corporate and Other ( 7,554 ) ( 7,588 )

Total Operating Income 45,318 28,485

1 unchanged sentence

Total Income before Income Taxes $ 36,513 $ 18,453

(a) The three and nine months ended September 30, 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 three and nine months ended September 30, 2021 include $ 30.5 million and $ 33.3 million, respectively, of operating income attributable to noncontrolling interests in Timber Funds.

Included in operating income attributable to noncontrolling interests in Timber Funds for the three and nine months ended September 30, 2021 is a $ 28.8 million gain on Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds.

The three and nine months ended September 30, 2021 also include a $ 7.2 million gain on Fund II Timberland Dispositions attributable to Rayonier and a $ 3.7 million gain on investment in Timber Funds.

The three and nine months ended September 30, 2020 include $ 10.3 million and $ 12.3 million, respectively, of operating loss attributable to noncontrolling interests in Timber Funds.

Included in operating loss attributable to noncontrolling interests in Timber Funds for the three and nine months ended September 30, 2020 is $ 7.3 million related to timber write-offs resulting from casualty events attributable to noncontrolling interests in Timber Funds.

The three and nine months ended September 30, 2020 also include $ 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 three and nine months ended September 30, 2021 include $ 14.5 million and $ 44.8 million from Large Dispositions.

The nine months ended September 30, 2020 includes $ 28.7 million from a Large Disposition.

(d) The three and nine months ended September 30, 2020 include $ 0.4 million and $ 16.4 million, respectively, of integration and restructuring costs related to the merger with Pope Resources.

See Note 24 — Charges for Integration and Restructuring for additional details.

Three Months Ended September 30, Nine Months Ended September 30,

(a) The three months ended March 31, 2021 includes $ 1.1 million of operating income attributable to noncontrolling interests in Timber Funds.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended March 31,

DEPRECIATION, DEPLETION AND AMORTIZATION 2022 2021

3 unchanged sentences

Timber Funds (a) — 5,500

Real Estate (b) 6,797 5,527 16,889 47,950

Real Estate 9,145 1,557

Corporate and Other 310 263

Total $ 47,419 $ 45,213

(a) The three and nine months ended September 30, 2021 include $ 34.4 million and $ 44.4 million, respectively, 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 three and nine months ended September 30, 2021 is $ 32.5 million related to Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds.

The three and nine months ended September 30, 2021 also include $ 8.1 million related to Fund II Timberland Dispositions attributable to Rayonier.

The three and nine months ended September 30, 2020 include $ 3.7 million and $ 7.2 million, respectively, of depreciation, depletion and amortization attributable to noncontrolling interests in Timber Funds.

(b) The three and nine months ended September 30, 2021 includes $ 5.0 million and $ 9.8 million, respectively, from Large Dispositions.

The nine months ended September 30, 2020 includes $ 35.4 million from a Large Disposition.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended September 30, Nine Months Ended September 30,

(a) The three months ended March 31, 2021 includes $ 4.9 million of depreciation, depletion and amortization attributable to noncontrolling interests in Timber Funds.

Three Months Ended March 31,

NON-CASH COST OF LAND AND IMPROVED DEVELOPMENT 2022 2021

Timber Funds (a) $ 8,635 — $ 8,635 —

Real Estate (b) 15,845 7,259 22,913 72,340

Real Estate $ 5,359 $ 1,813

Total $ 5,359 $ 1,813

(a) The three and nine months ended September 30, 2021 includes $ 8.6 million of non-cash cost of land and improved development from Fund II Timberland Dispositions, of which $ 6.9 million was attributable to noncontrolling interests in Timber Funds and $ 1.7 million was attributable to Rayonier.

(b) The nine months ended September 30, 2021 includes $ 0.1 million from Large Dispositions.

The nine months ended September 30, 2020 includes $ 51.6 million from a Large Disposition.

PERFORMANCE OBLIGATIONS

1 unchanged sentence

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 September 30, 2021 are primarily due to advances on stumpage contracts, unearned license revenue and post-closing obligations on real estate sales.

Unsatisfied performance obligations as of March 31, 2022 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 .

5 unchanged sentences

Contract liabilities are recognized as revenue as (or when) we perform under the contract.

The following table summarizes revenue recognized during the three and nine months ended September 30, 2021 and 2020 that was included in the contract liability balance at the beginning of each year:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

The following table summarizes revenue recognized during the three months ended March 31, 2022 and 2021 that was included in the contract liability balance at the beginning of each year:

Three Months Ended March 31,

Revenue recognized from contract liability balance at the beginning of the year (a) $ 7,533 $ 5,920

6 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our revenue from contracts with customers disaggregated by product type for the three and nine months ended September 30, 2021 and 2020:

The following tables present our revenue from contracts with customers disaggregated by product type for the three months ended March 31, 2022 and 2021:

Three Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Elim.

September 30, 2021

March 31, 2022

Pulpwood $ 37,611 $ 2,918 $ 7,595 — — $ 1,525 — $ 49,649

5 unchanged sentences

Agency Fee Income — — — — — 350 — 350

Fund II Timberland Dispositions — — — 87,100 — — — 87,100

Total Non-Timber Sales 5,787 1,148 1,694 — — 350 — 8,979

Improved Development — — — — 4,966 — — 4,966

Unimproved Development — — — — 37,500 — — 37,500

Rural — — — — 16,950 — — 16,950

1 unchanged sentence

Deferred Revenue/Other (a) — — — — 636 — — 636

Large Dispositions — — — — 20,048 — — 20,048

Total Real Estate Sales — — — — 33,952 — — 33,952

4 unchanged sentences

Three Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Elim.

September 30, 2020

Pulpwood $ 22,061 $ 1,963 $ 7,943 $ 227 — $ 2,534 — $ 34,728

Sawtimber 19,356 25,513 51,400 8,397 — 19,575 — 124,241

Hardwood 760 — — — — — — 760

Total Timber Sales 42,177 27,476 59,343 8,624 — 22,109 — 159,729

License Revenue, Primarily from Hunting 4,461 252 60 ( 6 ) — — — 4,767

Other Non-Timber/Carbon Revenue 1,015 1,157 3,401 15 — — — 5,588

Total Non-Timber Sales 5,476 1,409 3,461 9 — — — 10,355

Improved Development — — — — 1,344 — — 1,344

Unimproved Development — — — — — — — —

Rural — — — — 23,245 — — 23,245

Timberland & Non-Strategic — — — — 42 — — 42

Conservation Easement — — — — 3,099 — — 3,099

Deferred Revenue/Other (a) — — — — 737 — — 737

Total Real Estate Sales — — — — 28,467 — — 28,467

Revenue from Contracts with Customers 47,653 28,885 62,804 8,633 28,467 22,109 — 198,551

Lease Revenue — — — — 324 — — 324

Intersegment — — — 1,274 — 92 ( 1,366 ) —

Total Revenue $ 47,653 $ 28,885 $ 62,804 $ 9,907 $ 28,791 $ 22,201 ($ 1,366 ) $ 198,875

(a) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Nine Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Elim.

September 30, 2021

Pulpwood $ 66,941 $ 6,689 $ 32,555 $ 783 — $ 9,372 — $ 116,340

Sawtimber 58,335 97,647 180,339 36,433 — 66,146 — 438,900

Hardwood 1,920 — — — — — — 1,920

Total Timber Sales 127,196 104,336 212,894 37,216 — 75,518 — 557,160

License Revenue, Primarily From Hunting 13,501 505 300 41 — — — 14,347

Other Non-Timber/Carbon Revenue 5,092 3,516 502 438 — — — 9,548

Agency Fee Income — — — — — 1,040 — 1,040

Fund II Timberland Dispositions — — — 87,100 — — — 87,100

Total Non-Timber Sales 18,593 4,021 802 87,579 — 1,040 — 112,035

Improved Development — — — — 47,366 — — 47,366

Unimproved Development — — — — 37,500 — — 37,500

Rural — — — — 36,999 — — 36,999

Timberland & Non-Strategic — — — — 44 — — 44

Conservation Easement — — — — 3,855 — — 3,855

Deferred Revenue/Other (a) — — — — ( 4,260 ) — — ( 4,260 )

Large Dispositions — — — — 56,048 — — 56,048

Total Real Estate Sales — — — — 177,552 — — 177,552

Revenue from Contracts with Customers 145,789 108,357 213,696 124,795 177,552 76,558 — 846,747

Lease Revenue — — — — 857 — — 857

Intersegment — — — 3,259 — 237 ( 3,496 ) —

Total Revenue $ 145,789 $ 108,357 $ 213,696 $ 128,054 $ 178,409 $ 76,795 ($ 3,496 ) $ 847,604

Nine Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Elim.

September 30, 2020

March 31, 2021

Pulpwood $ 21,856 $ 2,495 $ 9,542 $ 260 — $ 1,835 — $ 35,988

7 unchanged sentences

Improved Development — — — — 252 — — 252

Unimproved Development — — — — 8,426 — — 8,426

Rural — — — — 9,765 — — 9,765

Timberland & Non-Strategic — — — — 9,647 — — 9,647

Conservation Easement — — — — 3,099 — — 3,099

Deferred Revenue/Other (a) — — — — 255 — — 255

Large Dispositions — — — — 116,027 — — 116,027

Total Real Estate Sales — — — — 10,272 — — 10,272

10 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our timber sales disaggregated by contract type for the three and nine months ended September 30, 2021 and 2020:

The following tables present our timber sales disaggregated by contract type for the three months ended March 31, 2022 and 2021:

Three Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Trading Total

September 30, 2021

Stumpage Pay-as-Cut $ 12,335 — — $ 131 — $ 12,466

Stumpage Lump Sum 392 1,846 — — — 2,238

Total Stumpage 12,727 1,846 — 131 — 14,704

Delivered Wood (Domestic) 19,515 28,404 20,614 6,703 817 76,053

Delivered Wood (Export) 7,043 — 54,694 — 24,325 86,062

Total Delivered 26,558 28,404 75,308 6,703 25,142 162,115

Total Timber Sales $ 39,285 $ 30,250 $ 75,308 $ 6,834 $ 25,142 $ 176,819

September 30, 2020

Stumpage Pay-as-Cut $ 14,518 — — $ 754 — $ 15,272

Stumpage Lump Sum 310 472 — — — 782

Total Stumpage 14,828 472 — 754 — 16,054

Delivered Wood (Domestic) 21,976 27,004 20,127 7,870 362 77,339

Delivered Wood (Export) 5,373 — 39,216 — 21,747 66,336

Total Delivered 27,349 27,004 59,343 7,870 22,109 143,675

Total Timber Sales $ 42,177 $ 27,476 $ 59,343 $ 8,624 $ 22,109 $ 159,729

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Nine Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Trading Total

September 30, 2021

March 31, 2022

Stumpage Pay-as-Cut $ 36,206 — — — — $ 36,206

5 unchanged sentences

Total Timber Sales $ 70,976 $ 45,133 $ 49,695 — $ 13,063 $ 178,867

September 30, 2020

March 31, 2021

Stumpage Pay-as-Cut $ 21,257 — — — — $ 21,257

9 unchanged sentences

$ 44,224 $ 40,253 $ 57,334 $ 13,568 $ 16,224 $ 171,603

We lease commercial and residential properties primarily located in Port Gamble, Washington.

Our leases are operating leases and primarily range between one and five years , and may be extended on a case by case basis.

Income associated with commercial and residential property leases generally includes scheduled rent increases, but do not include variable payments based on indexes.

The following table details our lease income for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended September 30, Nine Months Ended September 30,

Lease Income Components 2021 2020 2021 2020

Operating lease income $ 344 $ 324 $ 857 $ 397

Total lease income $ 344 $ 324 $ 857 $ 397

RAYONIER INC.

10 unchanged sentences

Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income under the caption “Net income 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:

Three Months Ended September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Net income attributable to noncontrolling interests in the New Zealand subsidiary $ 2,006 $ 2,066 $ 7,716 $ 3,326

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”)

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 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 purchase 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.

As of September 30, 2021, we continue to manage and maintain a 20 % ownership interest in Fund II, which is scheduled to terminate in March 2023.

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.

On September 30, 2021, we sold approximately 13,000 acres of Fund II timberland assets in Washington for an aggregate purchase price of $ 87.1 million and recognized a gain of $ 36.0 million, of which $ 7.2 million was attributable to Rayonier.

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.

We classified the remaining portion of Fund II’s timber

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

and timberland as “Assets Held for Sale in our Consolidated Balance Sheets as of September 30, 2021, as a process to liquidate Fund II had commenced.

See Note 1 — Basis of Presentation , Note 2 2 — Restricted Cash and Note 23 — Assets Held for Sale for additional information.

Following the end of the third quarter, we completed the liquidation of Fund II assets through two additional timberland dispositions.

See Note 1 - Basis of Presentation for additional information on the subsequent events.

The following table sets forth the income attributable to the Funds’ noncontrolling interests:

Three Months Ended September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Net income (loss) attributable to noncontrolling interests in the Funds $ 30,465 ($ 10,627 ) $ 32,929 ($ 12,773 )

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 the 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.

The following table sets forth the income attributable to Ferncliff Investors’ noncontrolling interests:

Three Months Ended September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Net (loss) income attributable to noncontrolling interests in Ferncliff Investors — ($ 153 ) $ 129 ($ 199 )

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

2 unchanged sentences

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.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The following table sets forth the Company’s noncontrolling interests in the operating partnership:

Three Months Ended September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Three Months Ended

Beginning noncontrolling interests in the operating partnership

Issuances of Redeemable Operating Partnership Units

$ 133,823 $ 130,121

2 unchanged sentences

( 104 ) ( 4,715 )

Net Income (Loss) attributable to noncontrolling interests in the Operating Partnership 2,210 ( 25 ) 4,303 195

Other Comprehensive (Loss) Income attributable to noncontrolling interests in the Operating Partnership ( 92 ) 532 1,187 989

Net Income attributable to noncontrolling interests in the operating partnership

Other Comprehensive Income attributable to noncontrolling interests in the operating partnership

Distributions to noncontrolling interests in the operating partnership

( 895 ) ( 1,155 )

Total noncontrolling interests in the operating partnership

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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 - Basis of Presentation and Note 6 — 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.

As of September 30, 2021, we continue to maintain a 20 % ownership interest in Fund II.

Based on an analysis of the variable interest entity guidance, we have the power to direct the activities that most significantly impact Fund II’s economic success.

Therefore, we are considered the primary beneficiary and are required under ASC 810 — Consolidation to consolidate Fund II.

For further information on the Funds, see Note 6 — Noncontrolling Interests .

The assets, liabilities and equity of Fund II as of September 30, 2021, were as follows:

Timber Funds September 30, 2021

Cash and cash equivalents $ 12,202

Restricted Cash, Timber Funds ( Note 22 )

Accounts receivable 513

Assets held for sale ( Note 23 ) (a)

Other current assets 79

Total current assets 116,929

Other assets 23

Total assets $ 116,952

Liabilities and Equity:

Accounts payable $ 547

Intercompany payable (b) 160

Accrued taxes 71

Deferred revenue 164

Distribution payable, Timber Funds (c) 49,209

Other current liabilities 36

Total current liabilities 50,187

Funds’ equity 66,765

Total liabilities and equity $ 116,952

(a) Included in assets held for sale are timber and timberland assets.

(b) Includes management fees and other expenses payable to the Operating Partnership.

These amounts are eliminated in the Consolidated Balance Sheets.

(c) Represents the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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 6 — Noncontrolling Interests .

The assets, liabilities and equity of Ferncliff Investors as of September 30, 2021, were as follows:

Ferncliff Investors September 30, 2021

Cash and cash equivalents $ 391

Total current assets 391

Advances to real estate joint venture entity 1,000

Total assets $ 1,391

Liabilities and Equity:

Total liabilities $ 1,897

Ferncliff Investors’ equity ( 506 )

Total liabilities and equity $ 1,391

$ 136,239 $ 137,990

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

EARNINGS (LOSS) PER SHARE AND PER UNIT

The following table provides details of the calculations of basic and diluted earnings (loss) per common share of the Company:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Earnings (Loss) per common share - basic

Net Income (Loss) $ 110,512 ($ 9,498 ) $ 188,963 $ 17,378

Net (income) loss attributable to noncontrolling interests in the Operating Partnership ( 2,210 ) 25 ( 4,303 ) ( 195 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 32,471 ) 8,715 ( 40,775 ) 9,647

Net income (loss) attributable to Rayonier Inc.

EARNINGS PER SHARE AND PER UNIT

The following table provides details of the calculations of basic and diluted earnings per common share of the Company:

Three Months Ended March 31,

Earnings per common share - basic

Net Income $ 30,998 $ 15,032

Net income attributable to noncontrolling interests in the operating partnership ( 669 ) ( 341 )

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,012 ) ( 3,843 )

Net income attributable to Rayonier Inc.

$ 29,317 $ 10,848

Denominator for basic earnings (loss) per common share - weighted average shares 141,777,574 136,351,271 139,749,358 132,948,124

Basic earnings (loss) per common share attributable to Rayonier Inc.:

Denominator for basic earnings per common share - weighted average shares 145,430,171 137,870,821

Basic earnings per common share attributable to Rayonier Inc.:

$ 0.20 $ 0.08

Earnings (Loss) per common share - diluted

Net Income (loss) $ 110,512 ($ 9,498 ) $ 188,963 $ 17,378

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 32,471 ) 8,715 ( 40,775 ) 9,647

Net loss attributable to noncontrolling interests in the Operating Partnership — (a) 25 (a) — —

Net income (loss) attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the Operating Partnership $ 78,041 ($ 758 ) $ 148,188 $ 27,025

Denominator for basic earnings (loss) per common share - weighted average shares 141,777,574 136,351,271 139,749,358 132,948,124

Earnings per common share - diluted

Net Income $ 30,998 $ 15,032

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,012 ) ( 3,843 )

Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership $ 29,986 $ 11,189

Denominator for basic earnings per common share - weighted average shares 145,430,171 137,870,821

Dilutive effect of:

1 unchanged sentence

Performance shares, restricted shares and restricted stock units 794,892 353,131

Noncontrolling interests in Redeemable Operating Partnership Units 4,131,454 — (a) 4,245,323 2,352,822

Noncontrolling interests in operating partnership units 3,314,784 4,330,794

Denominator for diluted earnings per common share - adjusted weighted average shares 149,547,076 142,558,797

Diluted earnings (loss) per common share attributable to Rayonier Inc.:

$ 0.53 ($ 0.01 ) $ 1.03 $ 0.20

(a) For the three months ended September 30, 2020, net loss attributable to noncontrolling interests in the Operating Partnership was included in the numerator for diluted earnings (loss) per share as the Company generated a net loss attributable to Rayonier Inc.

during the quarter.

Also, as a result of the net loss attributable to Rayonier Inc.

during the three months ended September 30, 2020, the incremental shares related to noncontrolling interests in Redeemable Operating Partnership Units were excluded from the denominator of diluted loss per share.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended September 30, Nine Months Ended September 30,

Diluted earnings per common share attributable to Rayonier Inc.:

$ 0.20 $ 0.08

Anti-dilutive shares excluded from the computations of diluted earnings (loss) per common share:

Stock options, performance shares, restricted shares, restricted stock units and noncontrolling interests in Redeemable Operating Partnership Units (a) 100,135 5,038,514 167,668 471,999

Three Months Ended March 31,

Anti-dilutive shares excluded from the computations of diluted earnings per common share:

Stock options, performance shares, restricted shares and restricted stock units 254 194,256

Total 254 194,256

(a) For the three months ended September 30, 2020, the incremental shares related to stock options, performance shares, restricted shares, restricted stock units and noncontrolling interests in Redeemable Operating Partnership Units were not included in the computation of diluted loss per share as their inclusion would have had an anti-dilutive effect.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table provides details of the calculations of basic and diluted earnings (loss) per unit of the Operating Partnership:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Earnings (loss) per unit - basic

Net Income (Loss) $ 110,512 ($ 9,498 ) $ 188,963 $ 17,378

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 32,471 ) 8,715 ( 40,775 ) 9,647

Net income (loss) available to unitholders $ 78,041 ($ 783 ) $ 148,188 $ 27,025

Denominator for basic earnings (loss) per unit - weighted average units 145,909,028 140,797,217 143,994,681 135,300,946

Basic earnings (loss) per unit attributable to Rayonier, L.P.:

The following table provides details of the calculations of basic and diluted earnings per unit of the Operating Partnership:

Three Months Ended March 31,

Earnings per unit - basic

Net Income $ 30,998 $ 15,032

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,012 ) ( 3,843 )

Net income available to unitholders $ 29,986 $ 11,189

Denominator for basic earnings per unit - weighted average units 148,744,955 142,201,615

Basic earnings per unit attributable to Rayonier, L.P.:

$ 0.20 $ 0.08

Earnings (Loss) per unit - diluted

Net Income (Loss) $ 110,512 ($ 9,498 ) $ 188,963 $ 17,378

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 32,471 ) 8,715 ( 40,775 ) 9,647

Net income (loss) available to unitholders $ 78,041 ($ 783 ) $ 148,188 $ 27,025

Denominator for basic earnings (loss) per unit - weighted average units 145,909,028 140,797,217 143,994,681 135,300,946

Earnings per unit - diluted

Net Income $ 30,998 $ 15,032

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,012 ) ( 3,843 )

Net income available to unitholders $ 29,986 $ 11,189

Denominator for basic earnings per unit - weighted average units 148,744,955 142,201,615

Dilutive effect of unit equivalents:

1 unchanged sentence

Performance shares, restricted shares and restricted stock units 794,892 353,131

Denominator for diluted earnings (loss) per unit - adjusted weighted average units 146,439,568 140,797,217 144,365,110 135,460,456

Diluted earnings (loss) per unit attributable to Rayonier, L.P.:

$ 0.53 ($ 0.01 ) $ 1.03 $ 0.20

Three Months Ended September 30, Nine Months Ended September 30,

Denominator for diluted earnings per unit - adjusted weighted average units 149,547,076 142,558,797

Diluted earnings per unit attributable to Rayonier, L.P.:

$ 0.20 $ 0.08

Anti-dilutive unit equivalents excluded from the computations of diluted earnings (loss) per unit:

Stock options, performance shares, restricted shares and restricted stock units (a) 100,135 592,568 167,668 471,999

Three Months Ended March 31,

Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit:

Stock options, performance shares, restricted shares and restricted stock units 254 194,256

Total 254 194,256

(a) For the three months ended September 30, 2020, the incremental unit equivalents related to stock options, performance shares, restricted shares and restricted stock units were not included in the computation of diluted loss per unit as their inclusion would have had an anti-dilutive effect.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Our debt consisted of the following at September 30, 2021:

September 30, 2021

Debt, excluding Timber Funds:

Term Credit Agreement borrowings due 2028 at a variable interest rate of 1.7 % at September 30, 2021 (a)

Senior Notes due 2022 at a fixed interest rate of 3.75 %

Our debt consisted of the following at March 31, 2022:

March 31, 2022

Term Credit Agreement borrowings due 2028 at a variable interest rate of 1.9 % at March 31, 2022 (a)

Senior Notes due 2031 at a fixed interest rate of 2.75 %

Incremental Term Loan Agreement borrowings due 2026 at a variable interest rate of 1.7 % at September 30, 2021 (b)

New Zealand subsidiary noncontrolling interests shareholder loan due 2025 at a fixed interest rate of 2.95 %

New Zealand subsidiary noncontrolling interests shareholder loan due 2026 at a fixed interest rate of 3.64 %

Total principal debt, excluding Timber Funds 1,376,435

Unamortized discounts, excluding Timber Funds ( 3,505 )

Current maturities of long-term debt, excluding Timber Funds ( 199,887 )

Deferred financing costs, excluding Timber Funds ( 5,076 )

Total long-term debt, excluding Timber Funds 1,167,967

Total long-term debt, Timber Funds —

Incremental Term Loan Agreement borrowings due 2026 at a variable interest rate of 1.9 % at

March 31, 2022 (b)

2021 Incremental Term Loan Facility Borrowings due 2029 at a variable interest rate of 1.8 % at March 31, 2022 (c)

New Zealand subsidiary noncontrolling interests shareholder loan due 2025 at a fixed interest rate of 2.95 % (d)

New Zealand subsidiary noncontrolling interests shareholder loan due 2026 at a fixed interest rate of 3.64 % (d)

New Zealand Working Capital Facility due 2022 at a variable interest rate of 2.1 % at March 31, 2022

Total principal debt 1,254,098

Unamortized discounts ( 3,346 )

Current maturities of long-term debt ( 2,087 )

Deferred financing costs ( 4,992 )

Total long-term debt $ 1,243,673

(a) As of September 30, 2021, the periodic interest rate on the term credit agreement (the “Term Credit Agreement”) was LIBOR plus 1.600 %.

(a) As of March 31, 2022, the periodic interest rate on the term credit agreement (the “Term Credit Agreement”) was LIBOR plus 1.600 %.

We estimate the effective fixed interest rate on the term loan facility to be approximately 3.0 % after consideration of interest rate swaps and estimated patronage refunds.

(b) As of September 30, 2021, the periodic interest rate on the incremental term loan (the “Incremental Term Loan Agreement”) was LIBOR plus 1.650 %.

(b) As of March 31, 2022, the periodic interest rate on the incremental term loan (the “Incremental Term Loan Agreement”) was LIBOR plus 1.650 %.

We estimate the effective fixed interest rate on the incremental term loan facility to be approximately 2.4 % after consideration of interest rate swaps and estimated patronage refunds.

(c) As of March 31, 2022, the periodic interest rate on the 2021 incremental term loan (the “2021 Incremental Term Loan Facility”) was LIBOR plus 1.550 %.

We estimate the effective fixed interest rate on the incremental term loan facility to be approximately 1.5 % after consideration of interest rate swaps and estimated patronage refunds.

(d) Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder loans since inception.

Principal payments due during the next five years and thereafter are as follows:

Excluding Timber Funds Timber Funds Total

2022 325,000 — 325,000

2025 23,739 — 23,739

Thereafter 1,000,000

7 unchanged sentences

2022 DEBT ACTIVITY

Debt — Excluding Timber Funds

In May 2021, we issued and sold $ 450 million aggregate principal amount of 2.75 % senior notes due 2031 (the “Senior Notes due 2031”).

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.

The remainder will be used for general corporate purposes, which may also include repayment of our 3.75 % Senior Notes due 2022 at or prior to maturity.

In May 2021, we repaid the $ 250 million outstanding under our 2020 Incremental Term Loan Agreement.

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 (expense), net.”

In June 2021, we entered into a Fourth Amendment and Incremental Term Loan Agreement, to amend certain terms of the Credit Agreement and to provide a senior unsecured delayed draw incremental term loan facility (the “2021 Incremental Term Loan Facility”) in an aggregate amount of $ 200 million.

The Fourth Amendment to the Credit Agreement provides for an extension of the maturity date of our $ 300 million Revolving Credit Facility from April 1, 2025 to June 1, 2026.

In addition, the amendment provides for modifications to adjust the pricing grid under the credit agreement to decrease the applicable margin for our Revolving Credit Facility from LIBOR plus 1.500 % to LIBOR plus 1.2500 %.

As a result of the revolver modification, approximately $ 0.3 million in lender fees have been deferred and will be amortized to interest expense over the term of the revolver.

The Fourth Amendment to the Credit Agreement also provides for modifications to adjust the pricing grid under the credit agreement to decrease the applicable margin for our $ 300 million 2016 Incremental Term Loan Facility 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 (expense), net.”

The 2021 Incremental Term Loan Facility provides us the ability to make an advance of $ 200 million on or before June 1, 2022.

As of September 30, 2021, no advance has been made under this facility.

We expect to use a future advance of $ 125 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 $ 125 million of principal from current maturities of long-term debt, net, in our Consolidated Balance Sheets.

Any advance above $ 125 million may be used to repay other debt or for other general corporate purposes.

We have deferred $ 0.3 million of commitment fees, which will be 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.

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 (expense), net.”

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 (expense), net.”

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

During the nine months ended September 30, 2021, we made no borrowings or repayments on our Revolving Credit Facility .

At September 30, 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.

Debt — Timber Funds

In July 2021, we sold the rights to manage Fund III and Fund IV, as well as our ownership interests in both funds for an aggregate purchase price of approximately $ 35.9 million and recognized a gain of $ 3.7 million, which was recorded in Other operating income (expense), net.

Following the sale, the Fund III Mortgages Payable are no longer recognized in our Consolidated Balance Sheets as of September 30, 2021.

See Note 6 — Noncontrolling Interests for more information regarding the Timber Funds.

In September 2021, we repaid the $ 25 million outstanding under our Fund II Mortgages Payable.

We recognized a loss on early extinguishment of debt of $ 6 thousand, representing the write-off of unamortized deferred financing costs.

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 March 31, 2022, the periodic interest rate on the 2021 Incremental Term Loan is LIBOR plus 1.55 %.

Monthly payments of interest only are due on this loan through maturity.

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.

At March 31, 2022, 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 Debt

In June 2021, the New Zealand subsidiary renewed its NZ$ 20 million working capital facility for an additional 12 -month term.

During the nine months ended September 30, 2021, the New Zealand subsidiary made no borrowings or repayments on its working capital facility.

At September 30, 2021, the New Zealand subsidiary had NZ$ 20.0 million of available borrowings under its working capital facility.

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 September 30, 2021, the outstanding balance on the shareholder loan due 2026 is $ 27.7 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 6 — Noncontrolling Interests for more information regarding the New Zealand subsidiary.

As of September 30, 2021, the outstanding balance on the shareholder loan due 2025 is $ 23.7 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 6 — Noncontrolling Interests for more information regarding the New Zealand subsidiary.

During the three months ended March 31, 2022, the New Zealand subsidiary made $ 2.1 million of borrowings, net of repayments and changes in exchange rates, on its working capital facility (the “New Zealand Working Capital Facility”).

At March 31, 2022, the New Zealand subsidiary had NZ$ 17.0 million of available borrowings under its working capital facility.

Subsequent Event

In April 2022, the New Zealand subsidiary recorded a noncontrolling interest share redemption and loan payable in the amount of $ 27.9 million.

The shareholder loan is due in 2027 at a fixed rate of 6.48 %.

See Note 1 — Basis of Presentation for more information regarding subsequent events related to the New Zealand subsidiary.

DEBT COVENANTS

In connection with our $ 350 million Term Credit Agreement, $ 200 million Incremental Term Loan Agreement, $ 200 million 2021 Incremental Term Loan Facility 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 March 31, 2022, 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

Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 40 % 25 %

In addition to these financial covenants listed above, the 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 March 31, 2022, we were in compliance with all applicable covenants.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

DEBT COVENANTS — EXCLUDING TIMBER FUNDS

The covenants listed below, which are the most significant financial covenants in effect as of September 30, 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

Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 44 % 21 %

In addition to these financial covenants listed above, the Senior Notes due 2022, the 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 September 30, 2021, we were in compliance with all applicable covenants.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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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 September 30, 2021, foreign currency exchange contracts had maturity dates through March 2023 and all previously existing foreign currency option contracts have expired.

As of March 31, 2022, foreign currency exchange contracts and foreign currency option contracts had maturity dates through February 2024 and December 2023, respectively.

Foreign currency exchange and option contracts hedging foreign currency risk on export sales and ocean freight payments qualify for cash flow hedge accounting.

15 unchanged sentences

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 September 30, 2021, there was $ 16.3 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 9 — Debt for additional information.

The following table contains information on the outstanding interest rate swaps as of September 30, 2021:

The following table contains information on the outstanding interest rate swaps as of March 31, 2022:

Outstanding Interest Rate Swaps (a)

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April 2016 10 years 100,000 Incremental Term Loan 1.60 % 1.65 % 3.25 %

May 2021 (c)(d) 7 years 200,000 2021 Incremental Term Loan Facility

0.77 % 1.55 % 2.32 %

(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 September 30, 2021, there was $ 17.8 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.

For additional information regarding the expired treasury lock agreements, see Note 16 - Derivative Instruments and Hedging Activities in our 2020 Form 10-K.

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.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

As of September 30, 2021, there was $ 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.

For additional information regarding the expired interest rate swap lock agreements, see Note 16 - Derivative Instruments and Hedging Activities in our 2020 Form 10-K.

(c) On February 1, 2022, our $ 200.0 million notional forward-starting interest rate swap matured into an active interest rate swap.

See Note 6 - De bt for additional information.

(d) The $ 200.0 million notional interest rate swap 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.

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 September 30, 2021, there was $ 9.9 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.

The following table contains information on the outstanding forward-starting interest rate swaps as of September 30, 2021:

The following table contains information on the outstanding forward-starting interest rate swaps as of March 31, 2022:

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

March 2020 4 years $ 100,000 0.88 % Term Credit Agreement August 2024 N/A

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

7 years 200,000 0.77 % Future Issuance Feb.

(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.

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 (expense), net” as the contracts do not qualify for hedge accounting treatment.

As of September 30, 2021, all previously existing carbon option contracts have expired.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables demonstrate the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2021 and 2020:

The following tables demonstrate the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2022 and 2021:

Three Months Ended

September 30,

Income Statement Location 2022 2021

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Interest expense 2,670 3,994

Nine Months Ended

September 30,

Income Statement Location 2021 2020

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts

Other comprehensive (loss) income ($ 6,366 ) $ 1,806

Foreign currency option contracts

Other comprehensive (loss) income ( 1,514 ) 85

Interest rate products Other comprehensive (loss) income 46,433 ( 91,203 )

Interest expense 11,935 6,951

Derivatives not designated as hedging instruments:

Carbon option contracts Interest and other miscellaneous income (expense), net — 563

During the next 12 months, the amount of the September 30, 2021 AOCI balance, net of tax, expected to be reclassified into earnings is a loss of approximately $ 11.7 million.

Three Months Ended

During the next 12 months, the amount of the March 31, 2022 AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 0.3 million.

The following table contains details of the expected reclassified amounts into earnings:

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Interest rate products 56

Total estimated loss on derivatives contracts ($ 11,703 )

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Total estimated gain on derivatives contracts $ 302

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets:

Notional Amount

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Derivatives designated as cash flow hedges:

3 unchanged sentences

Forward-starting interest rate swaps 150,000 350,000

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets:

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at March 31, 2022 and December 31, 2021.

Changes in balances of derivative financial instruments are recorded as operating activities in the Consolidated Statements of Cash Flows:

Location on Balance Sheet Fair Value Assets / (Liabilities) (a)

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Derivatives designated as cash flow hedges:

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Other non-current liabilities ( 18 ) ( 694 )

Foreign currency option contracts Other current assets — 1,526

Other current liabilities — ( 11 )

Foreign currency option contracts Other assets 318 228

Other non-current liabilities ( 224 ) ( 270 )

Interest rate swaps Other assets 26,912 —

Interest rate swaps Other non-current liabilities — ( 15,582 )

Forward-starting interest rate swaps Other assets 6,699 11,482

Other non-current liabilities — ( 13,042 )

Total derivative contracts:

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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 as of September 30, 2021 and December 31, 2020, using market information and what we believe to be appropriate valuation methodologies under GAAP:

September 30, 2021 December 31, 2020

The following table presents the carrying amount and estimated fair values of our financial instruments as of March 31, 2022 and December 31, 2021, using market information and what we believe to be appropriate valuation methodologies under GAAP:

March 31, 2022 December 31, 2021

Asset (Liability) (a) Carrying

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Restricted cash, excluding Timber Funds (c) 625 625 — 625 625 —

Current maturities of long-term debt, excluding Timber Funds (d) ( 199,887 ) — ( 201,440 ) — — —

Long-term debt, excluding Timber Funds (d) ( 1,167,967 ) — ( 1,173,657 ) ( 1,300,336 ) — ( 1,313,631 )

Long-term debt, Timber Funds (d) — — — ( 60,179 ) — ( 60,474 )

Current maturities of long-term debt (d) ( 2,087 ) — ( 2,087 ) ( 124,965 ) — ( 125,288 )

Long-term debt (d) ( 1,243,673 ) — ( 1,209,595 ) ( 1,242,819 ) — ( 1,245,148 )

Interest rate swaps (e) 26,912 — 26,912 ( 15,582 ) — ( 15,582 )

3 unchanged sentences

Noncontrolling interests in the operating partnership (f) 136,239 136,239 — 133,823 133,823 —

(a) We did not have Level 3 assets or liabilities at September 30, 2021 and December 31, 2020.

(a) We did not have Level 3 assets or liabilities at March 31, 2022 and December 31, 2021.

(b) Restricted cash, Timber Funds represents the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests.

2 unchanged sentences

See Note 19 — 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.

(d) The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt.

See Note 6 — Debt for additional information.

(e) See Note 7 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.

(f) Noncontrolling Interests in the Operating Partnership is neither an asset or liability and is classified as temporary equity in the Company’s Consolidated Balance Sheets.

(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.

See Note 4 — Noncontrolling Interests for additional information.

We use the following methods and assumptions in estimating the fair value of our financial instruments:

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common shares.

At September 30, 2021, the future minimum payments under non-cancellable commitments were as follows:

At March 31, 2022, the future minimum payments under non-cancellable commitments were as follows:

Environmental Remediation (a) Development Projects (b) Commitments (c) Total

8 unchanged sentences

See Note 11 - 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.

(b) Primarily consisting of payments expected to be made on our Wildlight and Heartwood development projects.

(c) Commitments include payments expected to be made on financial instruments (foreign exchange contracts, interest rate swaps and forward-starting interest rate swaps) and other purchase obligations.

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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.

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 resource damages (“NRD”) can attach to a property simply because an injury to natural resources resulted from releases of contaminated materials on or from the owner’s property, regardless of culpability for the release.

For additional information, see Note 13 - Environmental and Natural Resource Damage Liabilities in the 2020 Form 10-K.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Changes in environmental and NRD liabilities from December 31, 2020 to September 30, 2021 are shown below:

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.

Changes in environmental and NRD liabilities from December 31, 2021 to March 31, 2022 are shown below:

Port Gamble, WA

4 unchanged sentences

Increase to liabilities 654

Total Balance at September 30, 2021

Total Balance at March 31, 2022

Current portion ( 774 )

Non-current portion at September 30, 2021

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.

Non-current portion at March 31, 2022

It is expected that the upland mill site cleanup and NRD restoration will occur over the next two to three years , while the monitoring of Port Gamble Bay, mill site and landfills will continue for an additional 10 to 15 years.

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We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.

As of September 30, 2021, the following financial guarantees were outstanding:

As of March 31, 2022, the following financial guarantees were outstanding:

Financial Commitments (a) Maximum Potential

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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 routinely 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.

3 unchanged sentences

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 September 30, 2021 are shown below:

Changes in higher and better use timberlands and real estate development investments from December 31, 2021 to March 31, 2022 are shown below:

Higher and Better Use Timberlands and Real Estate Development Investments

11 unchanged sentences

Intersegment transfers 3,977 — 3,977

Purchase price allocation adjustment (c) 8,238 — 8,238

Total Balance at September 30, 2021

Total Balance at March 31, 2022

91,921 43,153 135,074

Current portion (a) ( 415 ) ( 23,214 ) ( 23,629 )

Non-current portion at September 30, 2021

Non-current portion at March 31, 2022

$ 91,506 $ 19,939 $ 111,445

3 unchanged sentences

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.

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 .

As of September 30, 2021 and December 31, 2020, our inventory consisted entirely of finished goods, as follows:

September 30, 2021 December 31, 2020

As of March 31, 2022 and December 31, 2021, our inventory consisted entirely of finished goods, as follows:

March 31, 2022 December 31, 2021

Finished goods inventory

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(Dollar amounts in thousands unless otherwise stated)

OTHER OPERATING INCOME (EXPENSE), NET

Other operating income (expense), net consisted of the following:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Gain (loss) on foreign currency remeasurement, net of cash flow hedges $ 1,379 ($ 976 ) $ 5,730 ($ 2,263 )

OTHER OPERATING (EXPENSE) INCOME, NET

Other operating (expense) income, net consisted of the following:

Three Months Ended March 31,

(Loss) gain on foreign currency remeasurement, net of cash flow hedges ($ 571 ) $ 2,429

Gain on sale or disposal of property and equipment 25 90

Gain on investment in Timber Funds (a) 3,729 — 3,729 —

Log trading marketing fees — 6

Costs related to the merger with Pope Resources (b) — ( 430 ) — ( 16,415 )

Equity income (loss) related to Bainbridge Landing LLC joint venture (c) 36 ( 214 ) 241 ( 273 )

Equity (loss) income related to Bainbridge Landing LLC joint venture ( 227 ) 19

Miscellaneous expense, net ( 211 ) ( 96 )

Total ($ 984 ) $ 2,448

(a) See Note 6 - Noncontrolling Interests and Note 7 - 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 24 - Charges for Integration and Restructuring for additional information.

(c) See Note 6 - Noncontrolling Interests and Note 7 - Variable Interest Entities for additional information on Ferncliff Investors.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

EMPLOYEE BENEFIT PLANS

We have one qualified non-contributory defined benefit pension plan covering a portion of our employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plan.

Both plans are closed to new participants.

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.

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.

1 unchanged sentence

Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.

We are not required to make mandatory 2021 pension contributions due to our plan’s improved funding status and have made no pension contribution payments during the three and nine months ended September 30, 2021.

We are not required to make mandatory 2022 pension contributions due to our plan’s improved funding status and have made no pension contribution payments during the three months ended March 31, 2022.

The net pension and postretirement benefit (credits) costs that have been recorded are shown in the following table:

1 unchanged sentence

Three Months Ended

September 30, Three Months Ended

September 30,

March 31, Three Months Ended

2022 2021 2022 2021

Service cost Selling and general expenses — — $ 2 $ 2

Interest cost Interest and other miscellaneous income (expense), net 557 677 11 13

Expected return on plan assets (a) Interest and other miscellaneous income (expense), net ( 936 ) ( 876 ) — —

Amortization of losses Interest and other miscellaneous income (expense), net 288 215 5 2

Interest cost Interest and other miscellaneous expense, net 609 557 13 11

Expected return on plan assets (a) Interest and other miscellaneous expense, net ( 872 ) ( 936 ) — —

Amortization of losses Interest and other miscellaneous expense, net 184 288 4 5

Net periodic benefit (credit) cost ($ 79 ) ($ 91 ) $ 19 $ 18

Components of Net Periodic Benefit (Credit) Cost Income Statement Location Pension Postretirement

Nine Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Service cost Selling and general expenses — — $ 6 $ 5

Interest cost Interest and other miscellaneous income (expense), net 1,671 2,029 34 38

Expected return on plan assets (a) Interest and other miscellaneous income (expense), net ( 2,809 ) ( 2,628 ) — —

Amortization of losses Interest and other miscellaneous income (expense), net 865 646 15 6

Net periodic benefit (credit) cost ($ 273 ) $ 47 $ 55 $ 49

(a) The weighted-average expected long-term rate of return on plan assets used in computing 2022 net periodic benefit cost for pension benefit s i s 5.0 %.

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federal or state income tax.

As of September 30, 2021, Rayonier owns a 97.3 % interest in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership.

As of March 31, 2022, 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 unit holders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return.

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Income tax expense ($ 5,515 ) ($ 3,421 )

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The following table contains the Company’s annualized effective tax rate after discrete items:

Nine Months Ended

September 30,

Three Months Ended

Annualized effective tax rate after discrete items 10.5 % 11.6 %

5 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in AOCI by component for the nine months ended September 30, 2021 and the year ended December 31, 2020.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in AOCI by component for the three months ended March 31, 2022 and the year ended December 31, 2021.

All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.

2 unchanged sentences

Balance as of December 31, 2020

Other comprehensive income (loss) before reclassifications 22,928 — ( 71,644 ) ( 1,794 ) ( 50,510 ) — ( 50,510 )

Amounts reclassified from accumulated other comprehensive loss — — 9,498 869 (b) 10,367 ( 2,540 ) 7,827

$ 22,702 $ 1,321 ($ 71,056 ) ($ 24,312 ) ($ 71,345 ) ( 2,540 ) ($ 73,885 )

Other comprehensive income (loss) before reclassifications ( 18,487 ) — 44,899 (a) 11,302 37,714 ( 1,080 ) 36,634

Amounts reclassified from accumulated other comprehensive income (loss) — — 16,994 1,174 (b) 18,168 ( 521 ) 17,647

Net other comprehensive income (loss) ( 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 )

Other comprehensive (loss) income before reclassifications 5,668 — 37,147 (a) — 42,815 ( 954 ) 41,861

Amounts reclassified from accumulated other comprehensive loss — — 13,874 881 (b) 14,755 ( 1,186 ) 13,569

Net other comprehensive (loss) income ( 16,369 ) — 53,999 881 38,511 ( 1,186 ) 37,325

Amounts reclassified from accumulated other comprehensive income (loss) — — 2,675 188 (b) 2,863 853 3,716

Net other comprehensive income (loss) 5,668 — 39,822 188 45,678 ( 101 ) 45,577

Balance as of

September 30, 2021 $ 6,333 $ 1,321 ($ 17,057 ) ($ 23,431 ) ($ 32,834 ) ($ 3,726 ) ($ 36,560 )

(a) Includes $ 46.4 million of other comprehensive income related to interest rate swaps and forward-starting interest rate swaps.

March 31, 2022

$ 9,883 $ 1,321 $ 30,659 ($ 11,648 ) $ 30,215 ($ 4,242 ) $ 25,973

(a) The year ended December 31, 2021 and the three months ended March 31, 2022 include $ 52.5 million and $ 35.1 million, respectively, of other comprehensive income related to interest rate products.

See Note 7 — 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 and post-retirement costs.

(b) This component of other comprehensive income (loss) is included in the computation of net periodic pension and post-retirement costs.

See Note 16 — Employee Benefit Plans for additional information.

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the nine months ended September 30, 2021 and September 30, 2020:

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the three months ended March 31, 2022 and March 31, 2021:

Details about accumulated other comprehensive income (loss) components Amount reclassified from accumulated other comprehensive income (loss) Affected line item in the income statement

September 30, 2021 September 30, 2020

Realized loss (gain) on foreign currency exchange contracts $ 2,322 ($ 2,568 ) Other operating income (expense), net

Realized loss on foreign currency option contracts 1,177 ( 15 ) Other operating income (expense), net

Noncontrolling interests ( 805 ) 594 Comprehensive (loss) income attributable to noncontrolling interests

March 31, 2022 March 31, 2021

Realized loss on foreign currency exchange contracts $ 9 $ 1,205 Other operating (expense) income, net

Realized loss on foreign currency option contracts — 594 Other operating (expense) income, net

Noncontrolling interests ( 2 ) ( 414 ) Comprehensive income attributable to noncontrolling interests

Realized loss on interest rate contracts 2,670 3,994 Interest expense

Income tax effect from net (loss) gain on foreign currency contracts ( 755 ) 557 Income tax expense

Net loss from accumulated other comprehensive income $ 13,874 $ 5,519

Income tax effect from net loss on foreign currency contracts ( 2 ) ( 388 ) Income tax expense

Net loss on cash flow hedges reclassified from accumulated other comprehensive income $ 2,675 $ 4,991

RAYONIER INC.

6 unchanged sentences

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 nine months ended September 30, 2021 and 2020:

Nine Months Ended September 30,

Restricted cash, excluding Timber Funds, includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.

Three Months Ended March 31,

Cash and cash equivalents $ 259,722 $ 82,620

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Assets held for sale is composed of properties under contract and expected to be sold within 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9.

As of September 30, 2021 and December 31, 2020, the basis in properties meeting this classification was $ 56.4 million and $ 3.4 million, respectively.

As of March 31, 2022 and December 31, 2021, the basis in properties meeting this classification was $ 2.5 million and $ 5.1 million, respectively.

Since the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized.

Included in assets held for sale as of September 30, 2021 are $ 54.9 million of timber and timberland assets owned by ORM Timber Fund II, Inc., in which we maintain a 20 % ownership interest.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Termination benefits — $ 70 — $ 651

Acceleration of share-based compensation related to qualifying terminations — 92 — 324

Professional services — 239 — 13,553

Other integration and restructuring costs — 29 — 1,887

Total integration and restructuring charges related to the merger with Pope Resources — $ 430 — $ 16,415

During the three and nine months ended September 30, 2020, we incurred $ 0.1 million and $ 0.7 million, respectively, 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 September 30, 2021, all severance associated with the merger with Pope Resources has been paid.

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.

In May 2021, we entered into an amendment to the original agreement for the sale of 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.

1 unchanged sentence

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 and nine months ended:

Three Months Ended September 30, Nine Months Ended September 30,

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 months ended:

Three Months Ended March 31,

Related Party Transaction Location on Statement of Income and Comprehensive Income 2022 2021

Mattamy Contract Sales $ 1,022 — $ 2,510 —

Mattamy Contract Sales (a) $ 174 $ 42

(a) The three months ended March 31, 2021 exclude approximately $ 0.1 million of cash received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees.

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

What changed 10-Q

Item 1. Financial Statements