What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 41 added, 24 removed, 260 unchanged (20% of the section changed)

56 unchanged sentences

Deferred tax asset valuation allowance:

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

Year ended December 31, 2022 $ 36,904 $ 3,940 (b) — $ 40,844

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

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

25 unchanged sentences

Incorporated by reference to Exhibit 2.1 to the Registrant’s April 1, 2020 Form 8-K

2.6 Purchase and Sale Agreement, dated as of October 21, 2022, by and among Rayonier Operating LLC, John Hancock Life Insurance Company (U.S.A.), and First American Title Insurance Company**,***

Filed herewith

2.7 Purchase and Sale Agreement, dated as of November 2, 2022, by and among Rayonier Operating Company, LLC, and John Hancock Life Insurance Company (U.S.A)**,***

Filed herewith

2.8 First Amendment to Purchase and Sale Agreement, dated as of December 13, 2022, by and among Rayonier Operating Company, LLC, and John Hancock Life Insurance Company (U.S.A)***

Filed herewith

3.1 Amended and Restated Articles of Incorporation

3 unchanged sentences

Incorporated by reference to Exhibit 3.3 to the Registrant’s June 30, 2010 Form 10-Q

Description Location

3.4 Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 8, 2020

5 unchanged sentences

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

Description Location

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

26 unchanged sentences

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

Description Location

10.11 Rayonier Inc.

6 unchanged sentences

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

Description Location

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

24 unchanged sentences

10.25 2022 Performance Share Award Program*

Filed herewith

Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2022 Form 10-Q

10.26 Rayonier Inc.

1 unchanged sentence

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

Description Location

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

2 unchanged sentences

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

Description Location

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

26 unchanged sentences

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

Description Location

10.40 Rayonier Incentive Stock Plan Performance Share Award Agreement*

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

Description Location

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

11 unchanged sentences

Incorporated by reference to Exhibit 4.3 to the Registrant’s May 8, 2020 Registration Statement on Form S-8

10.47 Rayonier Investment and Savings Plan for Salaried Employees effective March 1, 1994, amended and restated effective March 1, 2022*

Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2022 Form 10-Q

10.48 Fifth Amendment, Incremental Term Loan Agreement and Amendment to Guarantee Agreement, dated as of December 14, 2022, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB, as administrative agent

Incorporated by reference to Exhibit 10.1 to the Registrant’s December 14, 2022 Form 8-K

21.1 List of subsidiaries of Rayonier Inc

3 unchanged sentences

22.1 List of Guarantor Subsidiaries

Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2021 10-Q

Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2022 Form 10-Q

23.1 Rayonier Inc.

12 unchanged sentences

Filed herewith

Description Location

31.3 Rayonier, L.P.

9 unchanged sentences

Furnished herewith

Description Location

101 The following financial information from our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes:

(i) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019;

(ii) the Consolidated Balance Sheets as of December 31, 2021 and 2020;

(iii) the Consolidated Statements of Shareholders’ Equity/Statement of Capital for the Years Ended December 31, 2021, 2020 and 2019;

(iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019;

and (v) the Notes to the Consolidated Financial Statements.

101 The following financial information from Rayonier Inc.

and Rayonier, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes:

(i) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier Inc.;

(ii) the Consolidated Balance Sheets as of December 31, 2022 and 2021 of Rayonier Inc.;

(iii) the Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier Inc.;

(iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier Inc.;

(v) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier, L.P.;

(vi) the Consolidated Balance Sheets as of December 31, 2022 and 2021 of Rayonier, L.P.;

(vii) the Consolidated Statements of Changes in Capital for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier, L.P.;

(viii) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier, L.P..;

and (ix) the Notes to the Consolidated Financial Statements of Rayonier Inc.

and Rayonier, L.P.

Filed herewith

2 unchanged sentences

* Management contract or compensatory plan.

** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.

Rayonier will furnish supplemental copies of any such schedules or attachments to the U.S.

Securities and Exchange Commission upon request.

** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.

The Company will furnish supplemental copies of any such schedules or attachments to the U.S.

Securities and Exchange Commission (the “SEC”) upon its request.

*** Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

The company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

1 unchanged sentence

/ s / MARK MCHUGH

Senior Vice President and Chief Financial Officer

President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial Officer)

1 unchanged sentence

/ s / MARK MCHUGH

Senior Vice President and Chief Financial Officer

President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial Officer)

February 24, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Rayonier Inc., for itself and in its capacity as General Partner of Rayonier, L.P.

and in the capacities and on the dates indicated.

Exhibit 24 is incorporated by reference herein.

Signature Title Date

NUNES President and Chief Executive Officer

February 25, 2022

NUNES Chief Executive Officer February 24, 2023

(Principal Executive Officer)

/s/ MARK MCHUGH Senior Vice President and Chief Financial Officer February 25, 2022

/s/ MARK MCHUGH President and Chief Financial Officer February 24, 2023

(Principal Financial Officer)

6 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures