What changed in this filing

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Item 1. Financial Statements

2022-11-04 compared with 2022-08-05 · 285 added, 159 removed, 1212 unchanged (27% of the section changed)

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

4 unchanged sentences

Selling and general expenses ( 16,886 ) ( 13,174 ) ( 49,002 ) ( 41,899 )

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

Other operating income, net ( Note 15 )

14,581 5,070 14,398 9,474

2 unchanged sentences

Interest expense ( 9,056 ) ( 11,265 ) ( 26,476 ) ( 34,292 )

Interest and other miscellaneous income (expense), net 206 ( 1,144 ) ( 262 ) ( 1,148 )

Interest and other miscellaneous income, net 1,252 1,274 990 127

INCOME BEFORE INCOME TAXES 33,099 113,323 96,203 202,077

14 unchanged sentences

Total other comprehensive (loss) income ( 5,057 ) ( 4,617 ) 11,673 33,904

COMPREHENSIVE (LOSS) INCOME ( 5,055 ) 54,934 73,017 116,973

Comprehensive loss (income) attributable to noncontrolling interests in the operating partnership 29 ( 1,499 ) ( 1,657 ) ( 3,371 )

Comprehensive loss (income) attributable to noncontrolling interests in consolidated affiliates 3,767 ( 4,490 ) 1,358 ( 5,070 )

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC.

COMPREHENSIVE INCOME 26,804 105,895 99,820 222,867

Comprehensive income attributable to noncontrolling interests in the operating partnership ( 490 ) ( 2,118 ) ( 2,147 ) ( 5,490 )

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 8,029 ) ( 31,099 ) ( 6,670 ) ( 36,168 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.

$ 18,285 $ 72,678 $ 91,003 $ 181,209

9 unchanged sentences

(Dollars in thousands)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

CURRENT ASSETS

50 unchanged sentences

Retained earnings 384,384 402,307

Accumulated other comprehensive income (loss) ( Note 18 )

Accumulated other comprehensive loss ( Note 18 )

( 1,599 ) ( 19,604 )

48 unchanged sentences

Balance, June 30, 2022 146,321,732 $ 1,424,329 $ 382,495 $ 610 $ 13,016 $ 1,820,450

Net income — — 21,033 — 10,828 31,861

Net income attributable to noncontrolling interests in the operating partnership — — ( 455 ) — — ( 455 )

Dividends ($ 0.285 per share) (a)

— — ( 42,052 ) — — ( 42,052 )

Costs associated with the “at-the-market” (ATM) equity offering program — ( 38 ) — — — ( 38 )

Issuance of shares under incentive stock plans 760 19 — — — 19

Stock-based compensation — 2,636 — — — 2,636

Repurchase of common shares ( 569 ) ( 20 ) — — — ( 20 )

Adjustment of noncontrolling interests in the operating partnership — — 23,363 — — 23,363

Conversion of common units to common shares 100,902 3,696 — — — 3,696

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

Foreign currency translation adjustment — — — ( 24,065 ) ( 1,327 ) ( 25,392 )

Cash flow hedges — — — 21,619 ( 1,472 ) 20,147

Allocation of other comprehensive loss to noncontrolling interests in the operating partnership — — — 49 — 49

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 9,789 ) ( 9,789 )

Balance, September 30, 2022 146,422,825 $ 1,430,622 $ 384,384 ($ 1,599 ) $ 11,256 $ 1,824,663

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

42 unchanged sentences

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

Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — 253 — 253

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.

5 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES

7 unchanged sentences

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

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

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

Other ( 1,766 ) 12,161

10 unchanged sentences

Net proceeds from large disposition of timberlands — 54,698

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

Net proceeds from Fund II timberland dispositions — 85,199

Other 6,531 6,952

CASH USED FOR INVESTING ACTIVITIES ( 34,473 ) ( 49,133 )

CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES ( 55,857 ) 69,334

FINANCING ACTIVITIES

8 unchanged sentences

Distributions to noncontrolling interests in consolidated affiliates ( 16,472 ) ( 19,564 )

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

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ( 237,613 ) 47,726

4 unchanged sentences

Balance, end of period $ 279,520 $ 481,640

Nine Months Ended September 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

5 unchanged sentences

Non-cash financing activity:

Distributions to noncontrolling interests in consolidated affiliates 645 —

Non-cash financing activity:

Noncontrolling interests in consolidated affiliates redemption of shares (b) 27,860 28,119

(a) Interest paid is presented net of patronage paymen ts receive d of $ 6.0 million a n d $ 6.8 million for the six months ended June 30, 2022 and June 30, 2021, respectively.

(a) Interest paid is presented net of patronage paymen ts receive d of $ 6.0 million a n d $ 6.8 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

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

(b) In the second quarter of 2022, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million.

See Note 6 - De bt for further information.

(b) T he New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million and $ 28.1 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

See Note 6 - Debt for further information.

See Notes to Consolidated Financial Statements.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

4 unchanged sentences

Selling and general expenses ( 16,886 ) ( 13,174 ) ( 49,002 ) ( 41,899 )

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

Other operating income, net ( Note 15 )

14,581 5,070 14,398 9,474

2 unchanged sentences

Interest expense ( 9,056 ) ( 11,265 ) ( 26,476 ) ( 34,292 )

Interest and other miscellaneous income (expense), net 206 ( 1,144 ) ( 262 ) ( 1,148 )

Interest and other miscellaneous income, net 1,252 1,274 990 127

INCOME BEFORE INCOME TAXES 33,099 113,323 96,203 202,077

13 unchanged sentences

Total other comprehensive (loss) income ( 5,057 ) ( 4,617 ) 11,673 33,904

COMPREHENSIVE (LOSS) INCOME ( 5,055 ) 54,934 73,017 116,973

Comprehensive loss (income) attributable to noncontrolling interests in consolidated affiliates 3,767 ( 4,490 ) 1,358 ( 5,070 )

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

COMPREHENSIVE INCOME 26,804 105,895 99,820 222,867

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 8,029 ) ( 31,099 ) ( 6,670 ) ( 36,168 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS $ 18,775 $ 74,796 $ 93,150 $ 186,699

9 unchanged sentences

(Dollars in thousands)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

CURRENT ASSETS

93 unchanged sentences

Balance, June 30, 2022 $ 18,031 $ 1,785,126 $ 4,277 $ 13,016 $ 1,820,450

Net income 210 20,823 — 10,828 31,861

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,537 ) — — ( 42,967 )

Costs associated with the “at-the-market” (ATM) equity offering program ( 1 ) ( 37 ) — — ( 38 )

Issuance of units under incentive stock plans — 19 — — 19

Stock-based compensation 27 2,609 — — 2,636

Repurchase of units — ( 20 ) — — ( 20 )

Adjustment of Redeemable Operating Partnership Units 239 23,633 — — 23,872

Conversion of units into common shares 37 3,659 — — 3,696

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

Foreign currency translation adjustment — — ( 24,065 ) ( 1,327 ) ( 25,392 )

Cash flow hedges — — 21,619 ( 1,472 ) 20,147

Distributions to noncontrolling interests in consolidated affiliates — — — ( 9,789 ) ( 9,789 )

Balance, September 30, 2022 $ 18,113 $ 1,793,275 $ 2,019 $ 11,256 $ 1,824,663

Units Accumulated

35 unchanged sentences

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

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES

7 unchanged sentences

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

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

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

Other ( 1,766 ) 12,161

10 unchanged sentences

Net proceeds from large disposition of timberlands — 54,698

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

Net proceeds from Fund II timberland dispositions — 85,199

Other 6,531 6,952

CASH USED FOR INVESTING ACTIVITIES ( 34,473 ) ( 49,133 )

CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES ( 55,857 ) 69,334

FINANCING ACTIVITIES

7 unchanged sentences

Distributions to noncontrolling interests in consolidated affiliates ( 16,472 ) ( 19,564 )

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

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ( 237,613 ) 47,726

4 unchanged sentences

Balance, end of period $ 279,520 $ 481,640

Nine Months Ended September 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

6 unchanged sentences

Noncontrolling interests in consolidated affiliates redemption of shares (b) 27,860 28,119

(a) Interest paid is presented net of patronage paymen ts received of $ 6.0 million an d $ 6.8 million for the six months ended June 30, 2022 and June 30, 2021, respectively.

(a) Interest paid is presented net of patronage paymen ts received o f $ 6.0 million an d $ 6.8 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

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

See Note 6 - Debt for further information.

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”).

As of June 30, 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 of September 30, 2022, the Company owned a 97.9 % interest in the Operating Partnership, with the remaining 2.1 % interest owned by limited partners of the Operating Partnership.

As the sole general partner of the Operating Partnership, Rayonier Inc.

14 unchanged sentences

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.

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 interests 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.

We will continue to monitor any developments in this area and may reclassify the temporary partners’ capital and noncontrolling interests 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

We have evaluated events occurring from June 30, 2022 to the date of issuance of these Consolidated Financial Statements for potential recognition or disclosure in the consolidated financial statements.

No events were identified that warranted recognition or disclosure.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

SUBSEQUENT EVENTS

Agreement to acquire 172,400 acres in the U.S.

On November 2, 2022, Rayonier Inc., entered into agreements to acquire approximately 172,400 acres of timberlands in Texas, Georgia, Alabama, and Louisiana.

The final aggregate purchase price of these transactions is approximately $ 474 million.

The acquisitions are subject to customary title and other closing conditions and expected to close in the fourth quarter of 2022.

We expect to finance the acquisitions with cash on hand and the proceeds from incremental borrowings through the Farm Credit System.

SEGMENT AND GEOGRAPHICAL INFORMATION

5 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 six months ended June 30, 2022 and 2021:

Three Months Ended June 30, Six Months Ended June 30,

The following tables summarize the segment information for the three and nine months ended September 30, 2022 and 2021:

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

SALES 2022 2021 2022 2021

7 unchanged sentences

Total $ 195,287 $ 364,726 $ 663,674 $ 847,604

(a) The three and six months ended June 30, 2021 include $ 14.7 million and $ 26.7 million of sales attributable to noncontrolling interests in Timber Funds.

(b) The three and six months ended June 30, 2021 includes $ 36.0 million from a Large Disposition.

(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.

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

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 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.

(c) The three and nine months ended September 30, 2022 and 2021 includes log marketing fees paid to our Trading segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales.The three and nine months ended September 30, 2021, 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.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended June 30, Six Months Ended June 30,

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

OPERATING INCOME 2022 2021 2022 2021

Southern Timber $ 22,474 $ 12,778 $ 76,883 $ 47,105

Pacific Northwest Timber 2,943 1,872 9,550 3,222

Pacific Northwest Timber (a) 2,179 2,071 11,729 5,293

New Zealand Timber 9,280 13,302 22,653 47,959

Timber Funds (a) — 1,991 — 3,492

Real Estate (b) 11,023 50,511 21,204 52,199

Timber Funds (b) — 41,285 — 44,778

Real Estate (c) 15,749 60,617 36,953 112,816

Trading 177 ( 33 ) 84 628

3 unchanged sentences

Total Income before Income Taxes $ 33,099 $ 113,323 $ 96,203 $ 202,077

(a) The three and six months ended June 30, 2021 include $ 1.6 million and $ 2.7 million, respectively, of operating income attributable to noncontrolling interests in Timber Funds.

(b) The three and six months ended June 30, 2021 includes $ 30.3 million from a Large Disposition.

Three Months Ended June 30, Six Months Ended June 30,

(a) The three and nine months ended September 30, 2022 include $ 1.1 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.

(c) The three and nine months ended September 30, 2022 include a $ 11.5 million gain associated with the multi-family apartment complex sale attributable to noncontrolling interests.

The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Other operating income, net”.

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

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

DEPRECIATION, DEPLETION AND AMORTIZATION 2022 2021 2022 2021

6 unchanged sentences

Total $ 31,051 $ 78,909 $ 114,221 $ 171,652

(a) The three and six months ended June 30, 2021 include $ 5.1 million and $ 10.1 million, respectively, of depreciation, depletion and amortization attributable to noncontrolling interests in Timber Funds.

(b) The three and six months ended June 30, 2021 includes $ 4.8 million from a Large Dispositions.

Three Months Ended June 30, Six Months Ended June 30,

NON-CASH COST OF LAND AND IMPROVED DEVELOPMENT 2022 2021 2022 2021

Real Estate (a) $ 11,780 $ 5,254 $ 17,139 $ 7,067

Total $ 11,780 $ 5,254 $ 17,139 $ 7,067

(a) The three and six months ended June 30, 2021 includes $ 0.1 million from a Large Disposition.

(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.

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

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

NON-CASH COST OF LAND AND IMPROVED DEVELOPMENT 2022 2021 2022 2021

Timber Funds (a) — $ 8,635 — $ 8,635

Real Estate (b) 3,149 15,845 20,289 22,913

Total $ 3,149 $ 24,480 $ 20,289 $ 31,548

(a) The three and nine months ended September 30, 2021 include $ 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.

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 June 30, 2022 are primarily due to advances on stumpage contracts, unearned license revenue and post-closing obligations on real estate sales.

Unsatisfied performance obligations as of September 30, 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 six months ended June 30, 2022 and 2021 that was included in the contract liability balance at the beginning of each year:

Three Months Ended June 30, Six Months Ended June 30,

The following table summarizes revenue recognized during the three and nine months ended September 30, 2022 and 2021 that was included in the contract liability balance at the beginning of each year:

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

2022 2021 2022 2021

Revenue recognized from contract liability balance at the beginning of the year (a) $ 1,957 $ 235 $ 14,458 $ 10,204

(a) Revenue recognized was primarily from hunting licenses and the use of advances on pay-as-cut timber sales.

(a) Revenue recognized was from hunting licenses and the use of advances on pay-as-cut timber sales.

RAYONIER INC.

4 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 six months ended June 30, 2022 and 2021:

The following tables present our revenue from contracts with customers disaggregated by product type for the three and nine months ended September 30, 2022 and 2021:

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

June 30, 2022

September 30, 2022

Pulpwood $ 32,564 $ 2,989 $ 7,645 — — $ 1,112 — $ 44,310

15 unchanged sentences

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

June 30, 2021

September 30, 2021

Pulpwood $ 21,358 $ 2,116 $ 10,746 $ 127 — $ 3,861 — $ 38,208

5 unchanged sentences

Agency Fee Income — — — — — 350 — 350

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

Total Non-Timber Sales 5,533 1,263 250 87,136 — 350 — 94,532

Improved Development — — — — 27,774 — — 27,774

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

Rural — — — — 6,937 — — 6,937

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

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

Deferred Revenue/Other (a) — — — — 728 — — 728

11 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

June 30, 2022

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

September 30, 2022

Pulpwood $ 100,945 $ 9,478 $ 26,091 — — $ 5,636 — $ 142,150

15 unchanged sentences

Total Revenue $ 207,584 $ 119,834 $ 202,723 — $ 81,032 $ 52,727 ($ 226 ) $ 663,674

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

June 30, 2021

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

5 unchanged sentences

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

13 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our timber sales disaggregated by contract type for the three and six months ended June 30, 2022 and 2021:

The following tables present our timber sales disaggregated by contract type for the three and nine months ended September 30, 2022 and 2021:

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

June 30, 2022

September 30, 2022

Stumpage Pay-as-Cut $ 21,111 — — — — $ 21,111

5 unchanged sentences

Total Timber Sales $ 57,728 $ 32,619 $ 66,057 — $ 11,165 $ 167,569

June 30, 2021

September 30, 2021

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

11 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

June 30, 2022

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

September 30, 2022

Stumpage Pay-as-Cut $ 78,643 — — — — $ 78,643

5 unchanged sentences

Total Timber Sales $ 186,924 $ 115,633 $ 190,850 — $ 51,546 $ 544,953

June 30, 2021

September 30, 2021

Stumpage Pay-as-Cut $ 48,775 — — $ 328 — $ 49,103

21 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.

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, to develop 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.

In the third quarter of 2022 Bainbridge Landing, LLC completed the planned sale of its multi-family apartment complex in Bainbridge Island, Washington for a purchase price of $ 65.5 million.

The equity income related to the apartment complex sale was $ 16.0 million, of which $ 4.5 million was attributable to Rayonier.

We recognized the gain on the sale in our Consolidated Statements of Income and Comprehensive Income under the caption “Other operating income, net”.

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

3 unchanged sentences

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

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

21 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

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

2022 2021 2022 2021

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$ 0.14 $ 0.53 $ 0.50 $ 1.03

Three Months Ended June 30, Six Months Ended June 30,

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

2022 2021 2022 2021

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

Three Months Ended June 30, Six Months Ended June 30,

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

2022 2021 2022 2021

17 unchanged sentences

$ 0.14 $ 0.53 $ 0.50 $ 1.03

Three Months Ended June 30, Six Months Ended June 30,

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

2022 2021 2022 2021

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(Dollar amounts in thousands unless otherwise stated)

Our debt consisted of the following at June 30, 2022:

June 30, 2022

Term Credit Agreement borrowings due 2028 at a variable interest rate of 2.7 % at June 30, 2022 (a)

Our debt consisted of the following at September 30, 2022:

September 30, 2022

Term Credit Agreement borrowings due 2028 at a variable interest rate of 4.2 % at September 30, 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 4.2 % at

June 30, 2022 (b)

2021 Incremental Term Loan Facility Borrowings due 2029 at a variable interest rate of 2.6 % at June 30, 2022 (c)

September 30, 2022 (b)

2021 Incremental Term Loan Facility Borrowings due 2029 at a variable interest rate of 4.1 % at September 30, 2022 (c)

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

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New Zealand subsidiary noncontrolling interests shareholder loan due 2027 at a fixed interest rate of 6.48 % (d)

New Zealand Working Capital Facility due 2023 at a variable interest rate of 3.1 % at June 30, 2022

Total principal debt 1,265,637

Unamortized discounts ( 3,186 )

Current maturities of long-term debt ( 622 )

Deferred financing costs ( 4,695 )

Total long-term debt $ 1,257,756

(a) As of June 30, 2022, the periodic interest rate on the term credit agreement (the “Term Credit Agreement”) was LIBOR plus 1.600 %.

(a) As of September 30, 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 June 30, 2022, the periodic interest rate on the incremental term loan (the “Incremental Term Loan Agreement”) was LIBOR plus 1.650 %.

(b) As of September 30, 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 June 30, 2022, the periodic interest rate on the 2021 incremental term loan (the “2021 Incremental Term Loan Facility”) was LIBOR plus 1.550 %.

(c) As of September 30, 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.

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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 June 30, 2022, the periodic interest rate on the 2021 Incremental Term Loan is LIBOR plus 1.55 %.

As of September 30, 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.

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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 June 30, 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.

At September 30, 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 2022, the New Zealand subsidiary renewed its NZ$ 20 million working capital facility for an additional 12 -month term.

During the six months ended June 30, 2022, the New Zealand subsidiary made US$ 0.6 million of borrowings, net of repayments and changes in exchange rates, on its working capital facility (the “New Zealand Working Capital Facility”).

At June 30, 2022, the New Zealand subsidiary had NZ$ 19.0 million of available borrowings under its working capital facility.

During the nine months ended September 30, 2022, the New Zealand subsidiary made borrowings and repayments of $ 7.1 million, net of changes in exchange rates, on its working capital facility (the “New Zealand Working Capital Facility”).

At September 30, 2022, the New Zealand subsidiary had NZ$ 20.0 million of available borrowings under its working capital facility.

In April 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.

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

As of June 30, 2022, the outstanding balance on the shareholder loan due 2027 is $ 25.0 million.

As of September 30, 2022, the outstanding balance on the shareholder loan due 2027 is $ 23.0 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.

2 unchanged sentences

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 June 30, 2022, are calculated on a trailing 12-month basis:

The covenants listed below, which are the most significant financial covenants in effect as of September 30, 2022, are calculated on a trailing 12-month basis:

Covenant Requirement Actual Ratio Favorable

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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 June 30, 2022, we were in compliance with all applicable covenants.

At September 30, 2022, we were in compliance with all applicable covenants.

RAYONIER INC.

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FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS

Our New Zealand subsidiary is exposed to foreign currency risk, as its functional currency is the New Zealand dollar, but has certain cash flows denominated U.S.

Domestic sales and operating expenses are predominately denominated in New Zealand dollars, while its export sales, shareholder distributions and ocean freight payments are predominately denominated in U.S.

To the extent New Zealand dollar costs exceed New Zealand dollar revenues (the “foreign exchange exposure”), the New Zealand subsidiary manages it through the use of derivative financial instruments.

Our New Zealand subsidiary’s domestic sales and operating expenses are predominately denominated in New Zealand dollars, while its export sales, shareholder distributions and ocean freight payments are predominately denominated in U.S.

To the extent New Zealand dollar costs exceed New Zealand dollar revenues (the “foreign exchange exposure”), the New Zealand subsidiary manages the foreign exchange exposure through the use of derivative financial instruments.

It typically hedges a portion of export sales receipts to cover 50 % to 90 % of the projected foreign exchange exposure for the following 12 months, up to 75 % for the forward 12 to 18 months and up to 50 % for the forward 18 to 24 months.

Additionally, it will occasionally hedge export sales receipts to cover up to 50 % of the foreign exchange exposure for the forward 24 to 48 months when the New Zealand dollar is at a cyclical low versus the U.S.

The New Zealand subsidiary’s trading operations typically hedges a portion of export sales receipts to cover the projected foreign exchange exposure for the following three months.

As of June 30, 2022, foreign currency exchange contracts and foreign currency option contracts had maturity dates through August 2024 and December 2024, respectively.

The New Zealand subsidiary’s trading operations typically hedge a portion of export sales receipts to cover the projected foreign exchange exposure for the following three months.

As of September 30, 2022, foreign currency exchange contracts and foreign currency option contracts had maturity dates through October 2024 and July 2025, respectively.

Foreign currency exchange and option contracts hedging foreign currency risk qualify for cash flow hedge accounting.

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INTEREST RATE SWAPS

The following table contains information on the outstanding interest rate swaps as of June 30, 2022:

The following table contains information on the outstanding interest rate swaps as of September 30, 2022:

Outstanding Interest Rate Swaps (a)

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FORWARD-STARTING INTEREST RATE SWAPS

The following table contains information on the outstanding forward-starting interest rate swaps as of June 30, 2022:

The following table contains information on the outstanding forward-starting interest rate swaps as of September 30, 2022:

Outstanding Forward-Starting Interest Rate Swaps (a)

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(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 six months ended June 30, 2022 and 2021:

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, 2022 and 2021:

Three Months Ended

September 30,

Income Statement Location 2022 2021

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other comprehensive (loss) income ($ 14,352 ) ($ 896 )

Foreign currency option contracts Other comprehensive (loss) income ( 686 ) ( 230 )

Interest rate products Other comprehensive (loss) income 14,636 ( 14,587 )

Interest expense 1,948 5,377

Six Months Ended

Foreign currency exchange contracts Other comprehensive loss ($ 4,464 ) ($ 3,215 )

Other operating income, net ( 2,669 ) 597

Foreign currency option contracts Other comprehensive loss ( 1,754 ) ( 705 )

Other operating income, net — 349

Interest rate products Other comprehensive income 26,607 1,288

Interest expense, net ( 62 ) 2,564

Nine Months Ended

September 30,

Income Statement Location 2022 2021

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other comprehensive (loss) income ($ 10,839 ) ($ 3,747 )

Foreign currency option contracts Other comprehensive (loss) income ( 550 ) ( 1,158 )

Interest rate products Other comprehensive (loss) income 49,765 45,144

Foreign currency exchange contracts Other comprehensive loss ($ 15,373 ) ($ 8,688 )

Other operating income, net ( 2,598 ) 2,322

Foreign currency option contracts Other comprehensive loss ( 2,304 ) ( 2,691 )

Other operating income, net — 1,177

Interest rate products Other comprehensive income 76,372 46,433

Interest expense 4,555 11,935

During the next 12 months, the amount of the June 30, 2022 AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 3.1 million.

During the next 12 months, the amount of the September 30, 2022 AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 7.7 million.

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

7 unchanged sentences

Notional Amount

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Derivatives designated as cash flow hedges:

9 unchanged sentences

(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 June 30, 2022 and December 31, 2021.

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at September 30, 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)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Derivatives designated as cash flow hedges:

33 unchanged sentences

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 June 30, 2022 and December 31, 2021, using market information and what we believe to be appropriate valuation methodologies under GAAP:

June 30, 2022 December 31, 2021

The following table presents the carrying amount and estimated fair values of our financial instruments as of September 30, 2022 and December 31, 2021, using market information and what we believe to be appropriate valuation methodologies under GAAP:

September 30, 2022 December 31, 2021

Asset (Liability) (a) Carrying

13 unchanged sentences

Noncontrolling interests in the operating partnership (f) 96,243 96,243 — 133,823 133,823 —

(a) We did not have Level 3 assets or liabilities at June 30, 2022 and December 31, 2021.

(a) We did not have Level 3 assets or liabilities at September 30, 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.

24 unchanged sentences

common shares.

At June 30, 2022, the future minimum payments under non-cancellable commitments were as follows:

At September 30, 2022, the future minimum payments under non-cancellable commitments were as follows:

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

9 unchanged sentences

(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 and interest rate swaps) and other purchase obligations.

(c) Commitments include payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations.

CONTINGENCIES

13 unchanged sentences

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.

Changes in environmental and NRD liabilities from December 31, 2021 to June 30, 2022 are shown below:

Changes in environmental and NRD liabilities from December 31, 2021 to September 30, 2022 are shown below:

Port Gamble, WA

4 unchanged sentences

Increase to liabilities 698

Total Balance at June 30, 2022

Total Balance at September 30, 2022

Current portion ( 623 )

Non-current portion at June 30, 2022

Non-current portion at September 30, 2022

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

5 unchanged sentences

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

As of June 30, 2022, the following financial guarantees were outstanding:

As of September 30, 2022, the following financial guarantees were outstanding:

Financial Commitments (a) Maximum Potential

4 unchanged sentences

The guarantees are not subject to measurement, as the guarantees are dependent on our own performance.

(b) Surety bonds are issued primarily to secure performance obligations related to various operational activities, to provide collateral for our Wildlight development project in Nassau County, Florida and in connection with pending and completed sales from the Harbor Hill project in Gig Harbor, Washington.

(b) Surety bonds are issued primarily to secure performance obligations related to various operational activities, to provide collateral for our Wildlight development project in Nassau County, Florida and in connection with completed sales from the Harbor Hill project in Gig Harbor, Washington.

These surety bonds expire at various dates during 2022, 2023, 2024 and 2025 and are expected to be renewed as required.

12 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, 2021 to June 30, 2022 are shown below:

Changes in higher and better use timberlands and real estate development investments from December 31, 2021 to September 30, 2022 are shown below:

Higher and Better Use Timberlands and Real Estate Development Investments

11 unchanged sentences

Intersegment transfers 5,717 — 5,717

Total Balance at June 30, 2022

Total Balance at September 30, 2022

92,924 43,404 136,328

Current portion (a) ( 1,726 ) ( 18,618 ) ( 20,344 )

Non-current portion at June 30, 2022

Non-current portion at September 30, 2022

$ 91,198 $ 24,786 $ 115,984

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.

As of June 30, 2022 and December 31, 2021, our inventory consisted entirely of finished goods, as follows:

June 30, 2022 December 31, 2021

As of September 30, 2022 and December 31, 2021, our inventory consisted entirely of finished goods, as follows:

September 30, 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 June 30, Six Months Ended June 30,

OTHER OPERATING INCOME, NET

Other operating income, net consisted of the following:

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

2022 2021 2022 2021

Gain on foreign currency remeasurement, net of cash flow hedges $ 1,249 $ 1,922 $ 677 $ 4,351

(Loss) gain on foreign currency remeasurement, net of cash flow hedges ($ 1,158 ) $ 1,379 ($ 481 ) $ 5,730

Gain on sale or disposal of property and equipment 9 — 40 93

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

Log trading marketing fees — — — 6

Equity (loss) income related to Bainbridge Landing LLC joint venture ( 145 ) 186 ( 370 ) 206

Equity income related to Bainbridge Landing LLC joint venture (b) 15,848 36 15,477 241

Miscellaneous expense, net ( 118 ) ( 74 ) ( 638 ) ( 325 )

Total $ 14,581 $ 5,070 $ 14,398 $ 9,474

(a) Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.

(b) The three and nine months ended September 30, 2022 include $ 16.0 million equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington.

As the equity investment was co-owned with outside investors, $ 4.5 million of the equity income was attributable to Rayonier.

See N ote 4 - Noncont rolling Inte re sts for additional information.

EMPLOYEE BENEFIT PLANS

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

We are not required to make mandatory 2022 pension contributions due to our plan’s improved funded status and have made no pension contribution payments during the six months ended June 30, 2022.

We are not required to make mandatory 2022 pension contributions due to our plan’s improved funded status and have made no pension contribution payments during the nine months ended September 30, 2022.

RAYONIER INC.

7 unchanged sentences

Three Months Ended

June 30, Three Months Ended

September 30, Three Months Ended

September 30,

2022 2021 2022 2021

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

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

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

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

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

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

Amortization of losses Interest and other miscellaneous income, 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

Six Months Ended

June 30, Six Months Ended

Nine Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

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

Interest cost Interest and other miscellaneous income (expense), net 1,217 1,114 26 23

Expected return on plan assets (a) Interest and other miscellaneous income (expense), net ( 1,743 ) ( 1,873 ) — —

Amortization of losses Interest and other miscellaneous income (expense), net 369 577 7 10

Interest cost Interest and other miscellaneous income, net 1,826 1,671 39 34

Expected return on plan assets (a) Interest and other miscellaneous income, net ( 2,615 ) ( 2,809 ) — —

Amortization of losses Interest and other miscellaneous income, net 553 865 11 15

Net periodic benefit (credit) cost ($ 236 ) ($ 273 ) $ 55 $ 55

(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 %.

(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 is 5.0 %.

Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S.

federal or state income tax.

As of June 30, 2022, Rayonier owns a 97.8 % interest in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership.

As of September 30, 2022, Rayonier owns a 97.9 % inter est 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

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

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

Six Months Ended

Nine Months Ended

September 30,

Annualized effective tax rate after discrete items 7.9 % 6.4 %

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in AOCI by component for the six months ended June 30, 2022 and the year ended December 31, 2021.

The following table summarizes the changes in AOCI by component for the nine months ended September 30, 2022 and the year ended December 31, 2021.

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

12 unchanged sentences

Balance as of

June 30, 2022

September 30, 2022

($ 48,555 ) $ 1,321 $ 60,525 ($ 11,272 ) $ 2,019 ($ 3,618 ) ($ 1,599 )

(a) The six months ended June 30, 2022 and the year ended December 31, 2021 include $ 49.8 million and $ 52.5 million, respectively, of other comprehensive income related to interest rate products.

(a) The nine months ended September 30, 2022 and the year ended December 31, 2021 include $ 76.4 million and $ 52.5 million, respectively, of other comprehensive income related to interest rate products.

See Note 7 — Derivative Financial Instruments and Hedging Activities for additional information.

7 unchanged sentences

(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 six months ended June 30, 2022 and June 30, 2021:

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the nine months ended September 30, 2022 and September 30, 2021:

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

June 30, 2022 June 30, 2021

Realized loss on foreign currency exchange contracts $ 71 $ 1,725 Other operating (expense) income, net

Realized loss on foreign currency option contracts — 827 Other operating (expense) income, net

September 30, 2022 September 30, 2021

Realized (gain) loss on foreign currency exchange contracts ($ 2,598 ) $ 2,322 Other operating income, net

Realized loss on foreign currency option contracts — 1,177 Other operating income, net

Noncontrolling interests 598 ( 805 ) Comprehensive income attributable to noncontrolling interests

Realized loss on interest rate contracts 4,555 11,935 Interest expense

Income tax effect from net loss on foreign currency contracts ( 15 ) ( 551 ) Income tax expense

Income tax effect from net gain (loss) on foreign currency contracts 560 ( 755 ) Income tax expense

Net loss on cash flow hedges reclassified from accumulated other comprehensive income $ 3,115 $ 13,874

6 unchanged sentences

Additionally, 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.

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 six months ended June 30, 2022 and 2021:

Six Months Ended June 30,

Nine Months Ended September 30,

Restricted cash, excluding Timber Funds:

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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 June 30, 2022 and December 31, 2021, the basis in properties meeting this classification was $ 2.2 million and $ 5.1 million, respectively.

As of September 30, 2022 and December 31, 2021, the basis in properties meeting this classification was $ 2.4 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.

3 unchanged sentences

The Mattamy contract also includes marketing fee revenue based on a percentage of the sales price of each finished home.

As of September 30, 2022, all lots under contract have been sold to Mattamy, with only marketing fees remaining to be collected from third party homebuyers.

In September 2020, Keith Bass, a member of our Board of Directors, was named the Chief Executive Officer of Mattamy Homes US.

Following this development, the Mattamy Contract and the ongoing obligations therein, were reviewed by the Nominating and Corporate Governance Committee in accordance with established policies and procedures regarding the authorization and approval of transactions with related parties.

The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated Statements of Income and Comprehensive Income for the six months ended:

Three Months Ended June 30, Six Months Ended June 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 and nine months ended:

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

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

Mattamy Contract Sales (a) $ 281 1,022 $ 794 2,510

(a) The three and six months ended June 30, 2021 exclude approximately $ 0.1 million and $ 0.2 million, respectively, of cash received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees.

(a) The three and nine months ended September 30, 2021 exclude approximately $ 0.2 million and $ 0.4 million, respectively, 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