RAYONIER INC 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Page Management’s Reports on Internal Control over Financial Reporting 59 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 61 Rayonier Inc.: Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2022 66 Consolidated Balance Sheets as of December 31, 2022 and 2021 67 Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2022 68 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2022 70 Rayonier, L.P.: Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2022 72 Consolidated Balance Sheets as of December 31, 2022 and 2021 73 Consolidated Statements of Changes in Capital for the Three Years Ended December 31, 2022 74 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2022 76 Notes to Consolidated Financial Statements 78 Note 1 - Summary of Significant Accounting Policies 78 Note 2 - Segment and Geographical Information 87 Note 3 - Revenue 90 Note 4 - Timberland Acquisitions 92 Note 5 - Noncontrolling Interests 93 Note 6 - Earnings Per Share and Per Unit 95 Note 7 - Debt 97 Note 8 - Derivative Financial Instruments and Hedging Activities 101 Note 9 - Fair Value Measurements 105 Note 10 - Commitments 106 Note 11 - Contingencies 106 Note 12 - Environmental and Natural Resource Damage Liabilities 106 Note 13 - Guarantees 108 Note 14 - Higher and Better Use Timberlands and Real Estate Development Investments 109 Note 15 - Inventory 109 Note 16 - Leases 110 Note 17 - Other Operating Income (Expense), Net 111 Note 18 - Employee Benefit Plans 112 Note 19 - Incentive Stock Plans 117 Note 20 - Income Taxes 121 Note 21 - Restricted Cash 123 Note 22 - Assets Held for Sale 123 Note 23 - Other Assets 124 Note 24 - Accumulated Other Comprehensive Loss 125 Note 25 - Related Party 126 58 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Rayonier Inc. To Our Shareholders: The management of Rayonier Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Rayonier Inc.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework , management concluded that our internal control over financial reporting was effective as of December 31, 2022. Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an audit report on the Company’s internal control over financial reporting as of December 31, 2022. The report on the Company’s internal control over financial reporting as of December 31, 2022, is on page 61 . RAYONIER INC. By: /s/ DAVID L. NUNES David L. Nunes Chief Executive Officer (Principal Executive Officer) February 24, 2023 By: /s/ MARK MCHUGH Mark McHugh President and Chief Financial Officer (Principal Financial Officer) February 24, 2023 By: /s/ APRIL TICE April Tice Vice President and Chief Accounting Officer (Principal Accounting Officer) February 24, 2023 59 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Rayonier, L.P. To Our Unitholders: The management of Rayonier, L.P. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Operating Partnership’s management and the Rayonier Inc. Board of Directors regarding the preparation and fair presentation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Rayonier, L.P.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework , management concluded that our internal control over financial reporting was effective as of December 31, 2022. RAYONIER, L.P. By: RAYONIER, INC., its sole general partner By: /s/ DAVID L. NUNES David L. Nunes Chief Executive Officer (Principal Executive Officer) February 24, 2023 By: /s/ MARK MCHUGH Mark McHugh President and Chief Financial Officer (Principal Financial Officer) February 24, 2023 By: /s/ APRIL TICE April Tice Vice President and Chief Accounting Officer (Principal Accounting Officer) February 24, 2023 60 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Rayonier Inc. Opinion on Internal Control Over Financial Reporting We have audited Rayonier Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rayonier Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and schedule and our report dated February 24, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Jacksonville, Florida February 24, 2023 61 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Rayonier Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rayonier Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 62 Table of Contents Depletion of Timber Description of the Matter For the year ended December 31, 2022, the Company recognized $150 million in depletion expense and the Timber and Timberlands balance, net of depletion and amortization, was $3,231 million at December 31, 2022. As described in Note 1 to the financial statements, the Company establishes an annual depletion rate for each particular region. Depletion rates are determined by region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. The Company charges accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold. Auditing management’s annual depletion rate was complex and subjective due to the estimation uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the depletion rate for each region. In particular, estimating the standing merchantable inventory volume involves statistical sampling and growth modeling using inputs such as growth estimates, harvest information and environmental and operational restrictions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for establishing the annual depletion rate for each geographic region. For example, we tested controls over management’s review of the standing merchantable inventory volume that was determined for each geographic region. To test the annual depletion rates (including standing merchantable inventory volume), our audit procedures included, among others, evaluating the methodology used and testing the completeness and accuracy of the underlying data used by the Company. We inspected satellite images to test timber existence and assessed the timberland for features that would impact the Company’s ability to harvest its timber. In addition, we evaluated current year changes to harvestability, analyzed the change in depletion as a percentage of sales, utilized published industry growth rates to assess the increase in timber volume growth and compared actual volume harvested to the volume estimated by the Company. / s / Ernst & Young LLP We have served as the Company’s auditor since 2012. Jacksonville, Florida February 24, 2023 63 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Rayonier Inc., the general partner of Rayonier, L.P. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rayonier, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 64 Table of Contents Depletion of Timber Description of the Matter For the year ended December 31, 2022, the Operating Partnership recognized $150 million in depletion expense and the Timber and Timberlands balance, net of depletion and amortization, was $3,231 million at December 31, 2022. As described in Note 1 to the financial statements, the Operating Partnership establishes an annual depletion rate for each particular region. Depletion rates are determined by region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. The Operating Partnership charges accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold. Auditing management’s annual depletion rate was complex and subjective due to the estimation uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the depletion rate for each region. In particular, estimating the standing merchantable inventory volume involves statistical sampling and growth modeling using inputs such as growth estimates, harvest information and environmental and operational restrictions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Operating Partnership’s process for establishing the annual depletion rate for each geographic region. For example, we tested controls over management’s review of the standing merchantable inventory volume that was determined for each geographic region. To test the annual depletion rates (including standing merchantable inventory volume), our audit procedures included, among others, evaluating the methodology used and testing the completeness and accuracy of the underlying data used by the Operating Partnership. We inspected satellite images to test timber existence and assessed the timberland for features that would impact the Operating Partnership’s ability to harvest its timber. In addition, we evaluated current year changes to harvestability, analyzed the change in depletion as a percentage of sales, utilized published industry growth rates to assess the increase in timber volume growth and compared actual volume harvested to the volume estimated by the Operating Partnership. / s / Ernst & Young LLP We have served as the Operating Partnership’s auditor since 2019. Jacksonville, Florida February 24, 2023 65 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Years Ended December 31, (Thousands of dollars, except per share data) 2022 2021 2020 SALES (NOTE 3) $ 909,072 $ 1,109,597 $ 859,154 Costs and Expenses Cost of sales ( 688,284 ) ( 796,115 ) ( 712,436 ) Selling and general expenses ( 64,670 ) ( 57,791 ) ( 50,645 ) Other operating income (expense), net (Note 17) 9,704 14,084 ( 21,685 ) ( 743,250 ) ( 839,822 ) ( 784,766 ) OPERATING INCOME 165,822 269,775 74,388 Interest expense ( 36,207 ) ( 44,907 ) ( 38,768 ) Interest and other miscellaneous income, net 2,565 280 1,173 INCOME BEFORE INCOME TAXES 132,180 225,148 36,793 Income tax expense (Note 20) ( 9,389 ) ( 14,661 ) ( 7,009 ) NET INCOME 122,791 210,487 29,784 Less: Net income attributable to noncontrolling interests in the operating partnership ( 2,393 ) ( 4,516 ) ( 528 ) Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828 NET INCOME ATTRIBUTABLE TO RAYONIER INC. 107,077 152,550 37,084 OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0 ( 23,093 ) ( 22,096 ) 28,272 Cash flow hedges, net of income tax effect of $ 555 , $ 2,667 and $ 1,845 76,039 60,315 ( 61,055 ) Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $ 0 , $ 0 and $ 0 1,627 12,476 ( 925 ) Total other comprehensive income (loss) 54,573 50,695 ( 33,708 ) COMPREHENSIVE INCOME (LOSS) 177,364 261,182 ( 3,924 ) Less: Comprehensive income attributable to noncontrolling interests in the operating partnership ( 3,692 ) ( 6,116 ) ( 3,068 ) Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 12,182 ) ( 48,234 ) 1,393 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC. $ 161,490 $ 206,832 ($ 5,599 ) EARNINGS PER COMMON SHARE (NOTE 6) Basic earnings per share attributable to Rayonier Inc. $ 0.73 $ 1.08 $ 0.28 Diluted earnings per share attributable to Rayonier Inc. $ 0.73 $ 1.08 $ 0.27 See Notes to Consolidated Financial Statements. 66 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, (Thousands of dollars, except share data) 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents, excluding Timber Funds $ 114,255 $ 358,680 Cash and cash equivalents, Timber Funds — 3,493 Total cash and cash equivalents 114,255 362,173 Restricted cash, Timber Funds ( Note 21 ) — 6,341 Accounts receivable, less allowance for doubtful accounts of $ 74 and $ 59 42,538 30,018 Inventory (Note 15) 23,729 28,523 Prepaid logging roads 14,893 14,286 Prepaid expenses 5,680 4,242 Assets held for sale (Note 22) 713 5,099 Other current assets 573 749 Total current assets 202,381 451,431 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 3,230,904 2,894,996 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS (NOTE 14) 115,097 106,878 PROPERTY, PLANT AND EQUIPMENT Land 6,453 6,401 Buildings 31,020 31,168 Machinery and equipment 6,568 6,494 Construction in progress 653 460 Total property, plant and equipment, gross 44,694 44,523 Less—accumulated depreciation ( 17,505 ) ( 14,900 ) Total property, plant and equipment, net 27,189 29,623 RESTRICTED CASH, EXCLUDING TIMBER FUNDS (NOTE 21) 1,152 625 RIGHT-OF-USE ASSETS (NOTE 16) 97,167 101,837 OTHER ASSETS (NOTE 23) 115,481 50,966 TOTAL ASSETS $ 3,789,371 $ 3,636,356 LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 22,100 $ 23,447 Current maturities of long-term debt, net (Note 7) — 124,965 Accrued taxes 3,734 12,446 Accrued payroll and benefits 12,564 14,514 Accrued interest 5,920 6,343 Deferred revenue 22,762 17,802 Distribution payable, Timber Funds — 6,341 Other current liabilities 28,247 25,863 Total current liabilities 95,327 231,721 LONG-TERM DEBT, NET (NOTE 7) 1,514,721 1,242,819 PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 18) 8,510 10,478 LONG-TERM LEASE LIABILITY (NOTE 16) 88,756 93,416 OTHER NON-CURRENT LIABILITIES 95,582 108,521 COMMITMENTS AND CONTINGENCIES (NOTES 10 and 11) NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP (NOTE 5) 105,763 133,823 SHAREHOLDERS’ EQUITY Common Shares, 480,000,000 shares authorized, 147,282,631 and 145,372,961 shares issued and outstanding 1,462,945 1,389,073 Retained earnings 366,637 402,307 Accumulated other comprehensive income (loss) (Note 24) 35,813 ( 19,604 ) TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 1,865,395 1,771,776 Noncontrolling interests in consolidated affiliates (Note 5) 15,317 43,802 TOTAL SHAREHOLDERS’ EQUITY 1,880,712 1,815,578 TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY $ 3,789,371 $ 3,636,356 See Notes to Consolidated Financial Statements. 67 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Thousands of dollars, except share data) Common Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’ Equity Shares Amount Balance, December 31, 2019 129,331,069 $ 888,177 $ 583,006 ($ 31,202 ) $ 97,661 $ 1,537,642 Issuances of shares associated with the merger with Pope Resources 7,181,071 172,418 — — — 172,418 Net income (loss) — — 37,612 — ( 7,828 ) 29,784 Net income attributable to noncontrolling interests in the operating partnership — — ( 528 ) — — ( 528 ) Dividends ($ 1.08 per share) — — ( 146,278 ) — — ( 146,278 ) Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 799 1,103,012 32,574 — — — 32,574 Issuance of shares under incentive stock plans 266,036 1,589 — — — 1,589 Stock-based incentive compensation — 8,026 — — — 8,026 Repurchase of common shares ( 219,619 ) ( 1,605 ) ( 3,152 ) — — ( 4,757 ) Acquisition of noncontrolling interests in consolidated affiliates — — — — 333,366 333,366 Adjustment of noncontrolling interests in the operating partnership — — ( 24,393 ) — — ( 24,393 ) Conversion of units into common shares 17,253 496 — — — 496 Actuarial change and amortization of pension and postretirement plan liabilities — — — ( 925 ) — ( 925 ) Foreign currency translation adjustment — — — 22,928 5,344 28,272 Cash flow hedges — — — ( 62,146 ) 1,091 ( 61,055 ) Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 2,540 ) — ( 2,540 ) Distributions to noncontrolling interests in consolidated affiliates — — — — ( 12,643 ) ( 12,643 ) Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 28,403 ) ( 28,403 ) Balance, December 31, 2020 137,678,822 $ 1,101,675 $ 446,267 ($ 73,885 ) $ 388,588 $ 1,862,645 Net income — — 157,066 — 53,421 210,487 Net income attributable to noncontrolling interests in the operating partnership — — ( 4,516 ) — — ( 4,516 ) Dividends ($ 1.08 per share) (a) — — ( 153,980 ) — — ( 153,980 ) Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 2.5 million 6,357,972 233,033 — — — 233,033 Issuance of shares under incentive stock plans 270,713 6,029 — — — 6,029 Stock-based incentive compensation — 9,277 — — — 9,277 Repurchase of common shares ( 47,705 ) ( 1,617 ) — — — ( 1,617 ) Fund II carried interest incentive fee — — — — ( 3,807 ) ( 3,807 ) Disposition of noncontrolling interests in consolidated affiliates — — — — ( 255,486 ) ( 255,486 ) Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — — 9,690 9,690 Adjustment of noncontrolling interests in the operating partnership — — ( 42,530 ) — — ( 42,530 ) Conversion of units into common shares 1,113,159 40,676 — — — 40,676 Actuarial change and amortization of pension and postretirement plan liabilities — — — 12,476 — 12,476 Foreign currency translation adjustment — — — ( 18,487 ) ( 3,609 ) ( 22,096 ) Cash flow hedges — — — 61,893 ( 1,578 ) 60,315 Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 1,601 ) — ( 1,601 ) Distributions to noncontrolling interests in consolidated affiliates — — — — ( 115,298 ) ( 115,298 ) Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 28,119 ) ( 28,119 ) Balance, December 31, 2021 145,372,961 $ 1,389,073 $ 402,307 ($ 19,604 ) $ 43,802 $ 1,815,578 68 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED) (Thousands of dollars, except share data) Common Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’ Equity Shares Amount Balance, December 31, 2021 145,372,961 $ 1,389,073 $ 402,307 ($ 19,604 ) $ 43,802 $ 1,815,578 Net income — — 109,470 — 13,321 122,791 Net income attributable to noncontrolling interests in the operating partnership — — ( 2,393 ) — — ( 2,393 ) Dividends ($ 1.125 per share) (a) — — ( 165,902 ) — — ( 165,902 ) Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 1.1 million 1,579,228 59,350 — — — 59,350 Issuance of shares under incentive stock plans 321,337 2,466 — — — 2,466 Stock-based incentive compensation — 12,356 — — — 12,356 Repurchase of common shares ( 97,809 ) ( 4,225 ) — — — ( 4,225 ) Adjustment of noncontrolling interests in the operating partnership — — 23,155 — — 23,155 Conversion of units into common shares 106,914 3,925 — — — 3,925 Actuarial change and amortization of pension and postretirement plan liabilities — — — 1,627 — 1,627 Foreign currency translation adjustment — — — ( 22,282 ) ( 811 ) ( 23,093 ) Cash flow hedges — — — 76,367 ( 328 ) 76,039 Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 295 ) — ( 295 ) Distributions to noncontrolling interests in consolidated affiliates — — — — ( 12,807 ) ( 12,807 ) Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 27,860 ) ( 27,860 ) Balance, December 31, 2022 147,282,631 $ 1,462,945 $ 366,637 $ 35,813 $ 15,317 $ 1,880,712 (a) For information regarding distributions to noncontrolling interests in the operating partnership, see the Rayonier Inc. Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests . See Notes to Consolidated Financial Statements. 69 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31 , (Thousands of dollars) 2022 2021 2020 OPERATING ACTIVITIES Net income $ 122,791 $ 210,487 $ 29,784 Adjustments to reconcile net income to cash provided by operating activities: Depreciation, depletion and amortization 147,339 155,722 164,996 Non-cash cost of land and improved development 28,374 24,976 30,368 Stock-based incentive compensation expense 12,356 9,277 8,026 Deferred income taxes ( 5,352 ) 8,509 7,541 Amortization of losses from pension and postretirement plans 753 1,174 869 Timber write-offs due to casualty events — — 15,203 Gain on sale of large disposition of timberlands ( 16,606 ) ( 44,784 ) ( 28,655 ) Gain on Fund II timberland dispositions — ( 51,522 ) — Gain on sale of Timber Funds III & IV — ( 3,675 ) — Fund II carried interest incentive fee — ( 3,807 ) — Other 1,778 9,456 ( 11,100 ) Changes in operating assets and liabilities, net of effects of merger with Pope Resources: Receivables ( 9,109 ) 17,239 ( 15,378 ) Inventories ( 4,335 ) ( 503 ) ( 1,448 ) Accounts payable 1,144 ( 1,593 ) 5,668 All other operating activities ( 9,943 ) ( 5,846 ) ( 1,700 ) CASH PROVIDED BY OPERATING ACTIVITIES 269,190 325,110 204,174 INVESTING ACTIVITIES Capital expenditures ( 74,811 ) ( 75,965 ) ( 66,500 ) Real estate development investments ( 13,698 ) ( 12,521 ) ( 6,462 ) Purchase of timberlands ( 458,530 ) ( 179,115 ) ( 24,695 ) Net proceeds from large disposition of timberlands 29,496 54,682 115,666 Net proceeds from sale of Timber Funds III & IV — 31,014 — Net proceeds from Fund II timberland dispositions — 154,740 — Cash consideration for merger with Pope Resources, net of cash acquired — — ( 231,068 ) Other 1,180 912 ( 584 ) CASH USED FOR INVESTING ACTIVITIES ( 516,363 ) ( 26,253 ) ( 213,643 ) FINANCING ACTIVITIES Issuance of debt 656,842 446,378 320,000 Repayment of debt ( 531,842 ) ( 420,000 ) ( 152,000 ) Dividends paid on common stock ( 165,707 ) ( 153,515 ) ( 146,348 ) Distributions to noncontrolling interests in the operating partnership ( 3,668 ) ( 4,269 ) ( 3,596 ) Proceeds from the issuance of common shares under incentive stock plan 2,628 5,922 1,368 Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs 61,557 230,826 32,574 Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 4,225 ) ( 1,617 ) ( 1,605 ) Repurchase of common shares made under repurchase program — — ( 3,152 ) Debt issuance costs ( 740 ) ( 4,846 ) ( 2,483 ) Noncontrolling interests in consolidated affiliates redemption of shares — — ( 5,113 ) Distributions to noncontrolling interests in consolidated affiliates ( 19,434 ) ( 108,956 ) ( 12,643 ) Make-whole fee on NWFCS debt prepayment — ( 6,234 ) — CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ( 4,589 ) ( 16,311 ) 27,002 EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 1,970 ) ( 889 ) ( 19 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash ( 253,732 ) 281,657 17,514 Balance, beginning of year 369,139 87,482 69,968 Balance, end of year $ 115,407 $ 369,139 $ 87,482 See Notes to Consolidated Financial Statements. 70 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) For the Years Ended December 31 , (Thousands of dollars) 2022 2021 2020 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year: Interest (a) $ 35,717 $ 42,672 $ 40,895 Income taxes 15,127 7,392 816 Non-cash investing activity: Capital assets purchased on account $ 4,435 $ 5,272 $ 3,205 Non-cash financing activity: Equity consideration for merger with Pope Resources — — $ 172,640 Redeemable Operating Partnership Unit consideration for merger with Pope Resources — — 106,752 Noncontrolling interests in consolidated affiliates redemption of shares (b) 27,860 28,119 23,290 (a) Interest paid is presented net of patronage payments received of $ 6.0 million , $ 6.8 million and $ 4.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. For additional information on patronage payments, see Note 7 - Debt . (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 year ended 2022 and 2021, respectively. In 2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling interest share redemption of $ 5.1 million and a loan payable by the New Zealand subsidiary in the amount of $ 23.3 million. See Note 5 - Noncontrolling Interests and Note 7 - Debt for further information. See Notes to Consolidated Financial Statements. 71 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Years Ended December 31, (Thousands of dollars, except per unit data) 2022 2021 2020 SALES (NOTE 3) $ 909,072 $ 1,109,597 $ 859,154 Costs and Expenses Cost of sales ( 688,284 ) ( 796,115 ) ( 712,436 ) Selling and general expenses ( 64,670 ) ( 57,791 ) ( 50,645 ) Other operating income (expense), net (Note 17) 9,704 14,084 ( 21,685 ) ( 743,250 ) ( 839,822 ) ( 784,766 ) OPERATING INCOME 165,822 269,775 74,388 Interest expense ( 36,207 ) ( 44,907 ) ( 38,768 ) Interest and other miscellaneous income, net 2,565 280 1,173 INCOME BEFORE INCOME TAXES 132,180 225,148 36,793 Income tax expense (Note 20) ( 9,389 ) ( 14,661 ) ( 7,009 ) NET INCOME 122,791 210,487 29,784 Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828 NET INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS 109,470 157,066 37,612 NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO: Limited Partners 108,375 155,495 37,236 General Partners 1,095 1,571 376 Net income attributable to unitholders 109,470 157,066 37,612 OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0 ( 23,093 ) ( 22,096 ) 28,272 Cash flow hedges, net of income tax effect of $ 555 , $ 2,667 and $ 1,845 76,039 60,315 ( 61,055 ) Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $ 0 , $ 0 and $ 0 1,627 12,476 ( 925 ) Total other comprehensive income (loss) 54,573 50,695 ( 33,708 ) COMPREHENSIVE INCOME (LOSS) 177,364 261,182 ( 3,924 ) Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 12,182 ) ( 48,234 ) 1,393 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS $ 165,182 $ 212,948 ($ 2,531 ) EARNINGS PER UNIT (NOTE 6) Basic earnings per unit attributable to Rayonier, L.P. $ 0.73 $ 1.08 $ 0.28 Diluted earnings per unit attributable to Rayonier, L.P. $ 0.73 $ 1.08 $ 0.27 See Notes to Consolidated Financial Statements. 72 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, (Thousands of dollars, except unit data) 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents, excluding Timber Funds $ 114,255 $ 358,680 Cash and cash equivalents, Timber Funds — 3,493 Total cash and cash equivalents 114,255 362,173 Restricted cash, Timber Funds ( Note 21 ) — 6,341 Accounts receivable, less allowance for doubtful accounts of $ 74 and $ 59 42,538 30,018 Inventory ( Note 15 ) 23,729 28,523 Prepaid logging roads 14,893 14,286 Prepaid expenses 5,680 4,242 Assets held for sale ( Note 22 ) 713 5,099 Other current assets 573 749 Total current assets 202,381 451,431 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 3,230,904 2,894,996 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS ( NOTE 14 ) 115,097 106,878 PROPERTY, PLANT AND EQUIPMENT Land 6,453 6,401 Buildings 31,020 31,168 Machinery and equipment 6,568 6,494 Construction in progress 653 460 Total property, plant and equipment, gross 44,694 44,523 Less — accumulated depreciation ( 17,505 ) ( 14,900 ) Total property, plant and equipment, net 27,189 29,623 RESTRICTED CASH, EXCLUDING TIMBER FUNDS ( NOTE 21 ) 1,152 625 RIGHT-OF-USE ASSETS ( NOTE 16 ) 97,167 101,837 OTHER ASSETS ( NOTE 23 ) 115,481 50,966 TOTAL ASSETS $ 3,789,371 $ 3,636,356 LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL CURRENT LIABILITIES Accounts payable $ 22,100 $ 23,447 Current maturities of long-term debt, net ( Note 7 ) — 124,965 Accrued taxes 3,734 12,446 Accrued payroll and benefits 12,564 14,514 Accrued interest 5,920 6,343 Deferred revenue 22,762 17,802 Distributions payable, Timber Funds — 6,341 Other current liabilities 28,247 25,863 Total current liabilities 95,327 231,721 LONG-TERM DEBT, NET ( NOTE 7 ) 1,514,721 1,242,819 PENSION AND OTHER POSTRETIREMENT BENEFITS ( NOTE 18 ) 8,510 10,478 LONG-TERM LEASE LIABILITY ( NOTE 16 ) 88,756 93,416 OTHER NON-CURRENT LIABILITIES 95,582 108,521 COMMITMENTS AND CONTINGENCIES ( NOTES 10 and 11 ) REDEEMABLE OPERATING PARTNERSHIP UNITS ( NOTE 5 ) 3,208,827 and 3,315,741 Units outstanding, respectively 105,763 133,823 CAPITAL General partners’ capital 18,251 17,872 Limited partners’ capital 1,806,895 1,769,367 Accumulated other comprehensive income (loss) ( Note 24 ) 40,249 ( 15,463 ) TOTAL CONTROLLING INTEREST CAPITAL 1,865,395 1,771,776 Noncontrolling interests in consolidated affiliates ( Note 5 ) 15,317 43,802 TOTAL CAPITAL 1,880,712 1,815,578 TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL $ 3,789,371 $ 3,636,356 See Notes to Consolidated Financial Statements. 73 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Thousands of dollars, except unit data) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital Units General Partners’ Capital Limited Partners’ Capital Balance, December 31, 2019 $ 14,712 $ 1,456,471 ($ 31,202 ) $ 97,661 $ 1,537,642 Issuance of units associated with the merger with Pope Resources 1,724 170,694 — — 172,418 Net income (loss) 376 37,236 — ( 7,828 ) 29,784 Distributions on units ($ 1.08 per unit) ( 1,500 ) ( 148,375 ) — — ( 149,875 ) Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 799 326 32,248 — — 32,574 Issuance of units under incentive stock plans 16 1,573 — — 1,589 Stock-based incentive compensation 81 7,945 — — 8,026 Repurchase of units ( 47 ) ( 4,710 ) — — ( 4,757 ) Adjustment of Redeemable Operating Partnership Units ( 239 ) ( 23,625 ) — — ( 23,864 ) Acquisition of noncontrolling interests in consolidated affiliates — — — 333,366 333,366 Conversion of units to common shares 5 491 — — 496 Actuarial change and amortization of pension and postretirement plan liabilities — — ( 925 ) — ( 925 ) Foreign currency translation adjustment — — 22,928 5,344 28,272 Cash flow hedges — — ( 62,146 ) 1,091 ( 61,055 ) Distributions to noncontrolling interests in consolidated affiliates — — — ( 12,643 ) ( 12,643 ) Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ( 28,403 ) ( 28,403 ) Balance, December 31, 2020 $ 15,454 $ 1,529,948 ($ 71,345 ) $ 388,588 $ 1,862,645 Net income 1,571 155,495 — 53,421 210,487 Distributions on units ($ 1.08 per unit) ( 1,583 ) ( 156,666 ) — — ( 158,249 ) Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 2.5 million 2,330 230,703 — — 233,033 Issuance of units under incentive stock plans 60 5,969 — — 6,029 Stock-based incentive compensation 93 9,184 — — 9,277 Repurchase of units ( 16 ) ( 1,601 ) — — ( 1,617 ) Adjustment of Redeemable Operating Partnership Units ( 444 ) ( 43,934 ) ( 44,378 ) Conversion of units to common shares 407 40,269 — — 40,676 Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — 9,690 9,690 Fund II carried interest incentive fee — — — ( 3,807 ) ( 3,807 ) Disposition of noncontrolling interests in consolidated affiliates — — — ( 255,486 ) ( 255,486 ) Actuarial change and amortization of pension and postretirement plan liabilities — — 12,476 — 12,476 Foreign currency translation adjustment — — ( 18,487 ) ( 3,609 ) ( 22,096 ) Cash flow hedges — — 61,893 ( 1,578 ) 60,315 Distributions to noncontrolling interests in consolidated affiliates — — — ( 115,298 ) ( 115,298 ) Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ( 28,119 ) ( 28,119 ) Balance, December 31, 2021 $ 17,872 $ 1,769,367 ($ 15,463 ) $ 43,802 $ 1,815,578 74 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED) (Thousands of dollars, except unit data) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital Units General Partners’ Capital Limited Partners’ Capital Balance, December 31, 2021 $ 17,872 $ 1,769,367 ($ 15,463 ) $ 43,802 $ 1,815,578 Net income 1,095 108,375 — 13,321 122,791 Distributions on units ($ 1.125 per unit) ( 1,696 ) ( 167,874 ) — — ( 169,570 ) Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 1.1 million 593 58,757 — — 59,350 Issuance of units under incentive stock plans 25 2,441 — — 2,466 Stock-based incentive compensation 124 12,232 — — 12,356 Repurchase of units ( 42 ) ( 4,183 ) — — ( 4,225 ) Adjustment of Redeemable Operating Partnership Units 241 23,894 — — 24,135 Conversion of units to common shares 39 3,886 — — 3,925 Actuarial change and amortization of pension and postretirement plan liabilities — — 1,627 — 1,627 Foreign currency translation adjustment — — ( 22,282 ) ( 811 ) ( 23,093 ) Cash flow hedges — — 76,367 ( 328 ) 76,039 Distributions to noncontrolling interests in consolidated affiliates — — — ( 12,807 ) ( 12,807 ) Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ( 27,860 ) ( 27,860 ) Balance, December 31, 2022 $ 18,251 $ 1,806,895 $ 40,249 $ 15,317 $ 1,880,712 See Notes to Consolidated Financial Statements. 75 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, (Thousands of dollars) 2022 2021 2020 OPERATING ACTIVITIES Net income $ 122,791 $ 210,487 $ 29,784 Adjustments to reconcile net income to cash provided by operating activities: Depreciation, depletion and amortization 147,339 155,722 164,996 Non-cash cost of land and improved development 28,374 24,976 30,368 Stock-based incentive compensation expense 12,356 9,277 8,026 Deferred income taxes ( 5,352 ) 8,509 7,541 Amortization of losses from pension and postretirement plans 753 1,174 869 Timber write-offs due to casualty events — — 15,203 Gain on sale of large disposition of timberlands ( 16,606 ) ( 44,784 ) ( 28,655 ) Gain on Fund II timberland dispositions — ( 51,522 ) — Gain on sale of Timber Funds III & IV — ( 3,675 ) — Fund II carried interest incentive fee — ( 3,807 ) — Other 1,778 9,456 ( 11,100 ) Changes in operating assets and liabilities, net of effects of merger with Pope Resources: Receivables ( 9,109 ) 17,239 ( 15,378 ) Inventories ( 4,335 ) ( 503 ) ( 1,448 ) Accounts payable 1,144 ( 1,593 ) 5,668 All other operating activities ( 9,943 ) ( 5,846 ) ( 1,700 ) CASH PROVIDED BY OPERATING ACTIVITIES 269,190 325,110 204,174 INVESTING ACTIVITIES Capital expenditures ( 74,811 ) ( 75,965 ) ( 66,500 ) Real estate development investments ( 13,698 ) ( 12,521 ) ( 6,462 ) Purchase of timberlands ( 458,530 ) ( 179,115 ) ( 24,695 ) Net proceeds from large disposition of timberlands 29,496 54,682 115,666 Net proceeds from sale of Timber Funds III & IV — 31,014 — Net proceeds from Fund II timberland dispositions — 154,740 — Cash consideration for merger with Pope Resources, net of cash acquired — — ( 231,068 ) Other 1,180 912 ( 584 ) CASH USED FOR INVESTING ACTIVITIES ( 516,363 ) ( 26,253 ) ( 213,643 ) FINANCING ACTIVITIES Issuance of debt 656,842 446,378 320,000 Repayment of debt ( 531,842 ) ( 420,000 ) ( 152,000 ) Distributions on units ( 169,375 ) ( 157,784 ) ( 149,944 ) Proceeds from the issuance of units under incentive stock plan 2,628 5,922 1,368 Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs 61,557 230,826 32,574 Repurchase of units to pay withholding taxes on vested incentive stock awards ( 4,225 ) ( 1,617 ) ( 1,605 ) Debt issuance costs ( 740 ) ( 4,846 ) ( 2,483 ) Repurchase of units made under repurchase program — — ( 3,152 ) Noncontrolling interests in consolidated affiliates redemption of shares — — ( 5,113 ) Distributions to noncontrolling interests in consolidated affiliates ( 19,434 ) ( 108,956 ) ( 12,643 ) Make-whole fee on NWFCS debt prepayment — ( 6,234 ) — CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ( 4,589 ) ( 16,311 ) 27,002 EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 1,970 ) ( 889 ) ( 19 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash ( 253,732 ) 281,657 17,514 Balance, beginning of year 369,139 87,482 69,968 Balance, end of year $ 115,407 $ 369,139 $ 87,482 See Notes to Consolidated Financial Statements. 76 RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) For the Years Ended December 31, (Thousands of dollars) 2022 2021 2020 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period: Interest (a) $ 35,717 $ 42,672 $ 40,895 Income taxes 15,127 7,392 816 Non-cash investing activity: Capital assets purchased on account $ 4,435 $ 5,272 $ 3,205 Non-cash financing activity: Unit consideration for merger with Pope Resources — — $ 172,640 Redeemable Operating Partnership Unit consideration for merger with Pope Resources — — 106,752 Noncontrolling interests in consolidated affiliates redemption of shares (b) 27,860 28,119 23,290 (a) Interest paid is presented net of patronage payments received of $ 6.0 million, $ 6.8 million and $ 4.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. For additional information on patronage payments, see Note 7 — Debt . (b) 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 and $ 28.1 million for the year ended 2022 and 2021, respectively. In 2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling interest share redemption of $ 5.1 million and a loan payable by the New Zealand subsidiary in the amount of $ 23.3 million. See Note 5 - Noncontrolling Interests and Note 7 - Debt for further information. See Notes to Consolidated Financial Statements. 77 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands unless otherwise stated) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Rayonier Inc.'s Consolidated Financial Statements include the Operating Partnership, wholly-owned subsidiaries and entities in which the Company has a controlling interest. Rayonier, L.P.'s Consolidated Financial Statements include wholly-owned subsidiaries and entities in which the Operating Partnership has a controlling interest. For additional information regarding our consolidated entities with a noncontrolling interest component, see Note 5 - Noncontrolling Interests . All intercompany balances and transactions are eliminated. As of December 31, 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. has exclusive control of the day-to-day m anagement of the Operating Partnership. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. There are risks inherent in estimating and therefore actual results could differ from those estimates. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand and other highly liquid investments with original maturities of three months or less. ACCOUNTS RECEIVABLE Accounts receivable are primarily amounts due to us for the sale of timber and are presented net of an allowance for doubtful accounts. INVENTORY Higher and better use (“HBU”) real estate properties that are expected to be sold within one year are included in inventory at the lower of cost or net realizable value. HBU properties that are expected to be sold after one year are included in a separate balance sheet line entitled “Higher and Better Use Timberlands and Real Estate Development Investments.” See below for additional information. Inventory also includes logs available to be sold by the Trading segment. Log inventory is recorded at the lower of cost or net realizable value and expensed to cost of sales when sold to third-party buyers. Inventory also includes carbon unit inventory. Carbon unit inventory represents the basis in New Zealand carbon units intended to be sold in the next 12 months. See Note 15 — Inventory for additional information. PREPAID LOGGING ROADS In the Pacific Northwest and New Zealand, costs for roads built to access particular tracts to be harvested in the upcoming 24 months to 60 months are recorded as prepaid logging roads. We charge such costs to expense as timber is harvested using an amortization rate determined annually as the total cost of prepaid roads divided by the estimated tons of timber to be accessed by those roads. The prepaid balance is classified as short-term or long-term based on the upcoming harvest schedule. See Note 23 — Other Assets for additional information. 78 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) PATRONAGE DIVIDENDS As a requirement of the Farm Credit Act, borrowers in the Farm Credit System are required to purchase equity in Farm Credit lenders. The equity balance primarily represents shares of Class A common stock in CoBank valued at $ 100 par value. CoBank equity purchases continue annually until a balance equal to 8 % of our 10 -year historical average loan balance at CoBank is obtained. Initially, a minimal equity purchase was made in cash upon the receipt of loan proceeds. Subsequently, equity purchases are made annually through patronage dividends, of which approximately 90 % is cash and 10 % is equity. The stock has no cash value until retired. As our loans are paid in full, the stock is generally retired over a 10 -year loan base period beginning in the year following loan payoff. Estimated cash and equity dividends are recognized as an offset to interest expense in the period earned. These estimates are calculated by applying the weighted average debt balance with each participating lender to a historical dividend rate. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change. See Note 7 — Debt and Note 23 — Other Assets for additional information. DEFERRED FINANCING COSTS Deferred financing costs related to revolving debt are capitalized and amortized to interest expense over the term of the revolving debt using a method that approximates the effective interest method. See Note 23 — Other Assets for additional information on deferred financing costs related to revolving debt. See Note 7 — Debt for additional information on deferred financing costs related to term debt. CAPITALIZED SOFTWARE COSTS Software costs are capitalized and amortized over a period not exceeding five years using the straight-line method. See Note 23 — Other Assets for additional information. TIMBER AND TIMBERLANDS Timber is stated at the lower of cost or net realizable value. Costs relating to acquiring, planting and growing timber including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies, are capitalized. A portion of timberland lease payments are capitalized based on the proportion of acres with merchantable timber volume remaining to be harvested under the lease term and the residual portion of the lease payments are expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities, while interest and other intangible costs are not capitalized. An annual depletion rate is established for each particular region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. We charge accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold. Upon the acquisition of timberland, we make a determination on whether to combine the newly acquired merchantable timber with an existing depletion pool or to create a new, separate pool. This determination is based on the geographic location of the new timber, the customers/markets that will be served and the species mix. If the acquisition is similar to an existing depletion pool, the cost of the acquired timber is combined and a new depletion rate is calculated for the pool. This determination and depletion rate adjustment normally occurs in the quarter following the acquisition. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS HBU timberland is recorded at the lower of cost or net realizable value. These properties are managed as timberlands until sold or developed, with sales and depletion expense related to the harvesting of timber accounted for within the respective timber segment. At the time of sale, the cost basis of any unharvested timber is recorded as depletion expense, a component of cost of sales, within the Real Estate segment. HBU timberland and real estate development investments expected to be sold within twelve months are recorded as inventory. See Note 14 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information. 79 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) REAL ESTATE DEVELOPMENT INVESTMENTS Real estate development investments include capitalized costs associated with the development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale. We capitalize interest on real estate projects under development based on the amount of underlying expenditures during the capitalization period. The period begins when activities necessary to ready a property for its intended use commence, typically when we begin the site work for land already owned, and ends when the improvement is substantially complete and ready for its intended use. Determination of when construction of a project is substantially complete and ready for its intended use is subjective and requires business judgement. As such, we determine when the capitalization period begins and ends through communication with project managers and others responsible for the tracking and oversight of individual projects. IMPAIRMENT OF HBU TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS We review our higher and better use timberlands and real estate development investments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators for each development project are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs, and projected losses on expected future sales. Development projects have extended life cycles that may last 20 to 40 years, or longer, and have few long-term contractual cash flows. Development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as construction costs and sales values that could differ materially from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount less costs to sell, an impairment provision is recorded to write-down the carrying amount of the asset to its fair value. PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction and installation costs. We generally depreciate our assets, including office and transportation equipment, using the straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively. Gains and losses on the sale or retirement of assets are included in operating income. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the amount the carrying value exceeds the fair value of the assets, which is based on a discounted cash flow model. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. 80 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) LEASES At inception, we determine if an arrangement is a lease and whether that lease meets the classification criteria of a finance or operating lease. Operating leases are included in right-of-use (“ROU”) assets, other current liabilities, and long-term lease liability in the Consolidated Balance Sheets. The income generated from our commercial and residential leases in Port Gamble are accounted for in accordance with Topic 842. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. RIGHT-OF-USE ASSETS IMPAIRMENT Operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group to which the operating lease is assigned may not be recoverable. Recoverability of the asset group is evaluated based on forecasted undiscounted cash flows. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is compared to its carrying amount and an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value. A discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate are used to estimate the fair value of the asset group. FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair value was established as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. ENVIRONMENTAL REMEDIATION LIABILITIES We estimate future costs for known environmental remediation requirements and accrue for them on an undiscounted basis when it is probable that a liability has been incurred and the related costs can be reasonably estimated. We consider various factors when estimating our environmental liabilities, including construction contracts, proposed statements of work, project management, and other professional fees. We evaluate the adequacy of these liabilities on a quarterly basis. We make adjustments to the liabilities when additional information becomes available that affects the estimated costs to study or remediate any environmental matter. Legal investigation and defense costs incurred in connection with environmental contingencies are expensed as incurred. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable and does not exceed the amount of losses previously recorded. See Note 12 - Environmental and Natural Resource Damages Liabilities for more information. 81 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) GOODWILL Goodwill represents the excess of the acquisition cost of the New Zealand Timber segment over the fair value of the net assets acquired. Goodwill is not amortized, but is periodically reviewed for impairment. An impairment test for this reporting unit’s goodwill is performed annually and whenever events or circumstances indicate that the value of goodwill may be impaired. We compare the fair value of the New Zealand Timber segment, using an independent valuation for the New Zealand forest assets, to its carrying value including goodwill. The independent valuation of the New Zealand forest assets is based on discounted cash flow models where the fair value is calculated using cash flows from sustainable forest management plans. The fair value of the forest assets is measured as the present value of cash flows from one growth cycle based on the productive forest land, taking into consideration environmental, operational, and market restrictions. These cash flow valuations involve a number of estimates that require broad assumptions and significant judgment regarding future performance. The annual impairment test was performed as of October 1, 2022; the estimated fair value of the New Zealand Timber segment exceeded its carrying value and no impairment was recorded. Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of goodwill since the initial recognition. See Note 23 — Other Assets for additional information. FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT The functional currency of our New Zealand-based operations is the New Zealand dollar. All assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the respective balance sheet dates. Translation gains and losses are recorded as a separate component of Accumulated Other Comprehensive Income (“AOCI”), within Shareholders’ Equity. U.S. denominated transactions of the New Zealand subsidiary are remeasured into New Zealand dollars at the exchange rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges. All income statement items of the New Zealand subsidiary are translated into U.S. dollars for reporting purposes using monthly average exchange rates with translation gains and losses being recorded as a separate component of AOCI, within Shareholders’ Equity. REDEEMABLE OPERATING PARTNERSHIP UNITS Limited partners holding Redeemable Operating Partnership Units have the right to put any and all of the units to the Operating Partnership in exchange for Rayonier registered common shares, on a one -for-one basis, or cash, at Rayonier’s option. Consequently, these Redeemable Operating Partnership Units are classified outside of permanent partners’ capital in the Operating Partnership's accompanying balance sheets and the related noncontrolling interest is classified outside of permanent equity in the accompanying balance sheets of Rayonier. The recorded value of the Redeemable Operating Partnership Units is based on the higher of 1) initial carrying amount, increased or decreased for its share of net income or loss, other comprehensive income or loss, and dividend or 2) redemption value as measured by the closing price of Rayonier common stock on the balance sheet date multiplied by the total number of Redeemable Operating Partnership Units outstanding. RELATED PARTY We follow ASC 850, Related Party Disclosure , for the identification of related parties and disclosure of related party transactions. A party is considered to be related to us if the party, directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include principal owners, management and directors, as well as members of their immediate families or any other parties with which we may deal if one party to a transaction controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. See Note 25 – Related Party. 82 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) REVENUE RECOGNITION We recognize revenues when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”). We generally satisfy performance obligations within a year of entering into a contract and therefore have applied the disclosure exemption found under ASC 606-10-50-14. Unsatisfied performance obligations as of December 31, 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. We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component. TIMBER SALES Revenue from the sale of timber is recognized when control passes to the buyer. We utilize two primary methods or sales channels for the sale of timber – a stumpage/standing timber model and a delivered log model. The sales method we employ depends upon local market conditions and which method management believes will provide the best overall margins. Under the stumpage model, standing timber is sold primarily under pay-as-cut contracts, with a specified duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber is severed and the sales volume is determined. We also sell stumpage under lump-sum contracts for specified parcels where we receive cash for the full agreed value of the timber prior to harvest and control passes to the buyer upon signing the contract. We retain interest in the land, slash products and the use of the land for recreational and other purposes. Any uncut timber remaining at the end of the contract period reverts to us. Revenue is recognized for lump-sum timber sales when payment is received, the contract is signed and control passes to the buyer. A third type of stumpage sale we utilize is an agreed-volume sale, whereby revenue is recognized using the output method, as periodic physical observations are made of the percentage of acreage harvested. Under the delivered log model, we hire third-party loggers and haulers to harvest timber and deliver it to a buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers on open credit terms. Sales of export logs generally require a letter of credit from an approved bank. Revenue is recognized when the logs are delivered and control has passed to the buyer. For domestic log sales, control is considered passed to the buyer as the logs are delivered to the customer’s facility. For export log sales, control is considered passed to the buyer upon delivery onto the export vessel. The following table summarizes revenue recognition and general payment terms for timber sales: Contract Type Performance Obligation Timing of Revenue Recognition General Payment Terms Stumpage Pay-as-Cut Right to harvest a unit (i.e. ton, MBF, JAS m3) of standing timber As timber is severed (point-in-time) Initial payment between 5 % and 20 % of estimated contract value; collection generally within 10 days of severance Stumpage Lump Sum Right to harvest an agreed upon acreage of standing timber Contract execution (point-in-time) Full payment due upon contract execution Stumpage Agreed Volume Right to harvest an agreed upon volume of standing timber As timber is severed (over-time) Payments made throughout contract term at the earlier of a specified harvest percentage or time elapsed Delivered Wood (Domestic) Delivery of a unit (i.e. ton, MBF, JAS m3) of timber to customer’s facility Upon delivery to customer’s facility (point-in-time) No initial payment and on open credit terms; collection generally within 30 days of invoice Delivered Wood (Export) Delivery of a unit (i.e. ton, MBF, JAS m3) onto export vessel Upon delivery onto export vessel (point-in-time) Letter of credit from an approved bank; collection generally within 30 days of delivery 83 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) NON-TIMBER SALES Non-timber sales are primarily comprised of hunting and recreational licenses, carbon credits and other auxiliary income. Hunting and recreational license sales and any related costs are recognized ratably over the term of the agreement and included in “Sales” and “Cost of sales,” respectively. Payment is generally due upon contract execution. The New Zealand Emissions Trading Scheme (“NZ ETS”) incentivizes the lowering of greenhouse gas emissions by providing carbon credits to certain organizations that lower carbon emissions. Our New Zealand segment regularly sells carbon credits and recognizes income as they are sold to other carbon emitting entities. LOG TRADING Log trading revenue is generally recognized when procured logs are delivered to the buyer and control has passed. For domestic log trading, control is considered passed to the buyer as the logs are delivered to the customer’s facility. For export log trading, control is considered passed to the buyer upon delivery onto the export vessel. The Trading segment also includes sales from log agency contracts, whereby we act as an agent managing export services on behalf of third parties. Revenue for log agency fees are recognized net of related costs. REAL ESTATE We recognize revenue on sales of real estate generally at the point in time when cash has been received, the sale has closed and control has passed to the buyer. A deposit of 2 % to 5 % is generally required at the time a purchase and sale agreement is executed, with the balance due at closing. On sales of development real estate containing future performance obligations, revenue is recognized using the cost input method based on development costs incurred to date relative to the total development costs allocated to the contract with the customer. The aggregate amount of the transaction price allocated to unsatisfied obligations is recorded and presented in “Deferred revenue” in the Consolidated Balance Sheets. COST OF SALES Cost of sales associated with timber operations primarily include the cost basis of timber sold (depletion), logging and transportation costs (cut and haul) and ocean freight and demurrage costs (port and freight). Depletion includes the amortization of capitalized costs (site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs). Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, carbon basis and fire prevention. Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the property that was conveyed to the buyer, any real estate development costs and any closing costs including sales commissions that may be borne by us. We expense closing costs, including sales commissions, when incurred for all real estate sales with future performance obligations expected to be satisfied within one year. When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold through completion. Costs are allocated to each sold acre or lot based upon the relative sales value of each acre or lot as compared to the estimated sales value of the total project. For purposes of allocating development costs, estimates are reevaluated at least annually and more frequently if warranted by market conditions, changes in the project’s scope or other factors, with any adjustments being allocated prospectively to the remaining units available for sale. EMPLOYEE BENEFIT PLANS The determination of expense and funding requirements for our defined benefit pension plan, its unfunded excess pension plan and its postretirement life insurance plan are largely based on a number of actuarial assumptions. The key assumptions include discount rate, return on assets, mortality rates and longevity of employees. See Note 18 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the net periodic benefit cost for the year ended December 31, 2022. 84 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Periodic pension and other postretirement expense is included in “Cost of sales,” “Selling and general expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and Comprehensive Income. The service cost component of net periodic benefit cost is included in “Cost of sales” and “Selling and general expenses” while the other components of net periodic benefit cost (interest cost, expected return on plan assets and amortization of losses or gains) are presented outside of income from operations in “Interest and other miscellaneous income, net.” At December 31, 2022 and 2021, our pension plans were in a net liability position (underfunded) of $ 7.2 million and $ 8.7 million, respectively. The estimated amount to be paid in the next 12 months is recorded in “Accrued payroll and benefits” on the Consolidated Balance Sheets, with the remainder recorded as a long-term liability in “Pension and Other Postretirement Benefits.” Changes in the funded status of our plans are recorded through other comprehensive (loss) income in the year in which the changes occur. We measure plan assets and benefit obligations as of the fiscal year-end. See Note 18 — Employee Benefit Plans for additional information. INCOME TAXES We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax benefits or consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using the enacted tax rate that is expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. We recognize the effect of a change in income tax rates on deferred tax assets and liabilities in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date of the rate change. We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more-likely-than-not that such deferred tax assets will not be realized. In determining the provision for income taxes, we compute an annual effective income tax rate based on annual income by legal entity, permanent differences between book and tax, and statutory income tax rates by jurisdiction. Inherent in the effective tax rate is an assessment of the ultimate outcome of current period uncertain tax positions. We adjust our annual effective tax rate as additional information on outcomes or events becomes available. Discrete items such as taxing authority examination findings or legislative changes are recognized in the period in which they occur. Our income tax returns are subject to audit by U.S. federal, state and foreign taxing authorities. In evaluating the tax benefits associated with various tax filing positions, we record a tax benefit for an uncertain tax position if it is more-likely-than-not to be realized upon ultimate settlement. We record a liability for an uncertain tax position that does not meet this criterion. Interest and penalties for an uncertain tax position are recognized in income tax expense. We adjust our liabilities for uncertain tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information become available. See Note 20 — Income Taxes for additional information. ACCOUNTING PRONOUNCEMENTS In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , which provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. We have previously 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. See Note 7 — Deb t and Note 8 — Derivative Financial Instruments and Hedging Activities for more information on our current year transition to SOFR. 85 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities to Contractual Sale Restrictions , which clarifies how the fair value of equity securities subject to contractual sale restrictions is determined, and amends ASC 820 to clarify that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting this new guidance on the consolidated financial statements. SUBSEQUENT EVENTS On February 13, 2023, Cyclone Gabrielle came across the northeast coast of the North Island in New Zealand. As of the date of filing, we have begun assessing our exposure but are unable to reasonably quantify the extent of loss, which includes damages to roading infrastructure and timber in certain areas. 86 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 2. SEGMENT AND GEOGRAPHICAL INFORMATION As of December 31, 2022 Rayonier operated in five reportable segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading. The previously reported Timber Funds segment was liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022. As a result, disclosure of Timber Funds segment results is not presented for 2022 while prior year results are presented for historical purposes. 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”). Asset information is not reported by segment, as we do not produce asset information by segment internally. Operating income as presented in the Consolidated Statements of Income and Comprehensive Income is equal to segment income. Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include interest income (expense), miscellaneous income (expense) and income tax expense, are not considered by management to be part of segment operations and are included under “unallocated interest expense and other.” Segment information for each of the three years ended December 31 follows: Sales by Product Line 2022 2021 2020 Southern Timber $ 264,201 $ 204,441 $ 191,831 Pacific Northwest Timber 162,237 143,021 120,809 New Zealand Timber 274,076 281,158 202,315 Timber Funds (a) — 199,402 29,557 Real Estate Improved Development 35,413 51,713 14,498 Unimproved Development — 37,500 8,426 Rural 59,485 43,088 67,152 Timberland & Non-Strategic 11,400 44 19,255 Conservation Easements — 3,855 3,099 Deferred Revenue/Other 1,239 ( 2,380 ) 888 Large Dispositions 30,471 56,048 116,027 Total Real Estate 138,008 189,868 229,345 Trading 70,952 95,364 88,973 Intersegment eliminations (b) ( 402 ) ( 3,657 ) ( 3,676 ) Total Sales $ 909,072 $ 1,109,597 $ 859,154 (a) The years ended December 31, 2021 and December 31, 2020 include $ 159.1 million and $ 22.7 million, respectively, of sales attributable to noncontrolling interests in Timber Funds. Included in sales attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 125.4 million from Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds. The year ended December 31, 2021 also includes $ 31.4 million from Fund II Timberland Dispositions attributable to Rayonier. (b) The years ended December 31, 2022, 2021 and 2020 include log marketing fees paid to our Trading segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales. The years ended December 31, 2021 and December 31, 2020 include 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. 87 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Operating Income (Loss) 2022 2021 2020 Southern Timber (a) $ 96,616 $ 66,111 $ 41,247 Pacific Northwest Timber (b) 15,192 6,827 ( 9,979 ) New Zealand Timber 30,621 51,513 29,984 Timber Funds (c) — 63,219 ( 13,195 ) Real Estate (d) 58,495 112,540 71,951 Trading 382 144 ( 462 ) Corporate and other (e) ( 35,484 ) ( 30,579 ) ( 45,158 ) Total Operating Income 165,822 269,775 74,388 Unallocated interest expense and other ( 33,642 ) ( 44,627 ) ( 37,595 ) Total Income before Income Taxes $ 132,180 $ 225,148 $ 36,793 (a) The year ended December 31, 2020 includes $ 6.0 million of timber write-offs resulting from casualty events. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.” (b) The year ended December 31, 2022 includes $ 0.7 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.” (c) The year ended December 31, 2021 includes $ 45.6 million of operating income attributable to noncontrolling interests in Timber Funds. Included in operating income attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 41.2 million of income from Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $ 10.3 million of income on Fund II Timberland Dispositions attributable to Rayonier and a $ 7.5 million gain on investment in Timber Funds. The year ended December 31, 2020 includes $ 11.6 million of operating loss attributable to noncontrolling interests in Timber Funds. Included in operating loss attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2020 is $ 7.3 million related to timber write-offs resulting from casualty events. The year ended December 31, 2020 also includes $ 1.8 million of timber write-offs resulting from casualty events attributable to Rayonier. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.” (d) The year ended December 31, 2022 includes an $ 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 was recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Other operating income, net”. The years ended December 31, 2022, 2021 and 2020 include $ 16.6 million, $ 44.8 million and $ 28.7 million, respectively, from Large Dispositions. (e) The year ended December 31, 2020 includes $ 17.2 million of integration and restructuring costs related to the merger with Pope Resources. 88 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Gross Capital Expenditures 2022 2021 2020 Capital Expenditures (a) Southern Timber $ 39,301 $ 35,790 $ 35,505 Pacific Northwest Timber 16,770 16,585 11,367 New Zealand Timber 18,455 20,128 16,595 Timber Funds (b) — 3,271 2,606 Real Estate 285 191 428 Corporate and other — — — Total capital expenditures $ 74,811 $ 75,965 $ 66,500 Timberland Acquisitions (c) Southern Timber $ 457,770 $ 168,188 $ 24,241 Pacific Northwest Timber 26 — — New Zealand Timber 734 10,927 454 Total timberland acquisitions $ 458,530 $ 179,115 $ 24,695 Total Gross Capital Expenditures $ 533,341 $ 255,080 $ 91,195 (a) Excludes timberland acquisitions presented separately in addition to real estate development investments of $ 13.7 million, $ 12.5 million and $ 6.5 million in the years ended December 31, 2022, 2021 and 2020, respectively. (b) The years ended December 31, 2021 and December 31, 2020 include $ 2.8 million and $ 2.3 million, respectively, of capital expenditures attributable to noncontrolling interests in Timber Funds. (c) Excludes timberland acquired in the Pope Resources merger. Depreciation, Depletion and Amortization 2022 2021 2020 Southern Timber $ 60,298 $ 54,116 $ 61,827 Pacific Northwest Timber 48,024 50,487 47,107 New Zealand Timber 23,876 27,005 25,030 Timber Funds (a) — 97,943 11,884 Real Estate (b) 22,216 17,746 53,093 Corporate and other 1,255 1,208 1,427 Total $ 155,669 $ 248,505 $ 200,368 (a) The year ended December 31, 2021 includes $ 78.9 million of depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds. Included in depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 66.4 million related to Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $ 16.6 million related to Fund II Timberland Dispositions attributable to Rayonier. The year ended December 31, 2020 includes $ 10.3 million of depreciation, depletion and amortization attributable to noncontrolling interests in Timber Funds. (b) The years ended December 31, 2022, 2021 and 2020 include $ 8.3 million, $ 9.8 million and $ 35.4 million, respectively, from Large Dispositions. 89 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Non-Cash Cost of Land and Improved Development 2022 2021 2020 Timber Funds (a) — $ 20,239 — Real Estate (b) 32,934 25,070 82,008 Total $ 32,934 $ 45,309 $ 82,008 (a) The year ended December 31, 2021 includes $ 20.2 million of non-cash cost of land and improved development from Fund II Timberland Dispositions, of which $ 16.2 million was attributable to noncontrolling interests in Timber Funds and $ 4.0 million was attributable to Rayonier. (b) The years ended December 31, 2022, 2021 and 2020 include $ 4.6 million, $ 0.1 million and $ 51.6 million, respectively, from Large Dispositions. Geographical Operating Information Sales Operating Income Identifiable Assets 2022 2021 2020 2022 2021 2020 2022 2021 United States $ 576,780 $ 732,995 $ 567,998 $ 135,900 $ 217,964 $ 44,877 $ 3,244,128 $ 3,046,707 New Zealand 332,292 376,602 291,156 29,922 51,811 29,511 545,243 589,649 Total $ 909,072 $ 1,109,597 $ 859,154 $ 165,822 $ 269,775 $ 74,388 $ 3,789,371 $ 3,636,356 3. REVENUE Contract Balances The timing of revenue recognition, invoicing and cash collections results in accounts receivable and deferred revenue (contract liabilities) on the Consolidated Balance Sheets. Accounts receivable are recorded when we have an unconditional right to consideration for completed performance under the contract. Contract liabilities relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue as (or when) we perform under the contract. The following table summarizes revenue recognized during the years ended December 31, 2022 and 2021 that was included in the contract liability balance at the beginning of each year: Year Ended December 31, 2022 2021 Revenue recognized from contract liability balance at the beginning of the year (a) $ 16,148 $ 10,809 (a) Revenue recognized was primarily from hunting licenses, the use of advances on pay-as-cut timber sales, and performance obligations from development sales. 90 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following tables present our revenue from contracts with customers disaggregated by product type for the years ended December 31, 2022 , 2021 and 2020 : Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Elim. Total December 31, 2022 Pulpwood $ 126,884 $ 15,094 $ 34,027 — — $ 7,178 — $ 183,183 Sawtimber 92,512 141,541 219,082 — — 62,116 — 515,251 Hardwood 17,216 — — — — — — 17,216 Total Timber Sales 236,612 156,635 253,109 — — 69,294 — 715,650 License Revenue, Primarily From Hunting 21,287 1,076 341 — — — — 22,704 Other Non-Timber/Carbon Revenue 6,302 4,526 20,626 — — — — 31,454 Agency Fee Income — — — — — 1,256 — 1,256 Total Non-Timber Sales 27,589 5,602 20,967 — — 1,256 — 55,414 Improved Development — — — — 35,413 — — 35,413 Rural — — — — 59,485 — — 59,485 Timberland & Non-Strategic — — — — 11,400 — — 11,400 Deferred Revenue/Other (a) — — — — ( 38 ) — — ( 38 ) Large Dispositions — — — — 30,471 — — 30,471 Total Real Estate Sales — — — — 136,731 — — 136,731 Revenue from Contracts with Customers 264,201 162,237 274,076 — 136,731 70,550 — 907,795 Lease Revenue — — — — 1,277 — — 1,277 Intersegment — — — — — 402 ( 402 ) — Total Revenue $ 264,201 $ 162,237 $ 274,076 — $ 138,008 $ 70,952 ($ 402 ) $ 909,072 December 31, 2021 Pulpwood $ 95,995 $ 9,336 $ 42,836 $ 792 — $ 11,369 — $ 160,328 Sawtimber 79,154 127,768 237,262 38,042 — 82,276 — 564,502 Hardwood 4,671 — — — — — — 4,671 Total Timber Sales 179,820 137,104 280,098 38,834 — 93,645 — 729,501 License Revenue, Primarily from Hunting 18,116 990 385 40 — — — 19,531 Other Non-Timber/Carbon Revenue 6,505 4,927 675 439 — — — 12,546 Agency Fee Income — — — — — 1,399 — 1,399 Fund II Timberland Dispositions — — — 156,752 — — — 156,752 Total Non-Timber Sales 24,621 5,917 1,060 157,231 — 1,399 — 190,228 Improved Development — — — — 51,713 — — 51,713 Unimproved Development — — — — 37,500 — — 37,500 Rural — — — — 43,088 — — 43,088 Timberland & Non-Strategic — — — — 44 — — 44 Conservation Easements — — — — 3,855 — — 3,855 Deferred Revenue/Other (a) — — — ( 3,532 ) — — ( 3,532 ) Large Dispositions — — — — 56,048 — — 56,048 Total Real Estate Sales — — — — 188,716 — — 188,716 Revenue from Contracts with Customers 204,441 143,021 281,158 196,065 188,716 95,044 — 1,108,445 Lease Revenue — — — — 1,152 — — 1,152 Intersegment — — — 3,337 — 320 ( 3,657 ) — Total Revenue $ 204,441 $ 143,021 $ 281,158 $ 199,402 $ 189,868 $ 95,364 ($ 3,657 ) $ 1,109,597 December 31, 2020 Pulpwood $ 94,108 $ 10,581 $ 27,558 $ 784 — $ 10,260 — $ 143,291 Sawtimber 73,683 106,051 166,935 25,195 — 77,314 — 449,178 Hardwood 2,430 — — — — — — 2,430 Total Timber Sales 170,221 116,632 194,493 25,979 — 87,574 — 594,899 License Revenue, Primarily from Hunting 17,765 843 307 17 — — — 18,932 Other Non-Timber/Carbon Revenue 3,845 3,334 7,515 124 — — — 14,818 Agency Fee Income — — — — — 1,160 — 1,160 Total Non-Timber Sales 21,610 4,177 7,822 141 — 1,160 — 34,910 Improved Development — — — — 14,498 — — 14,498 Unimproved Development — — — — 8,426 — — 8,426 Rural — — — — 67,152 — — 67,152 Timberland & Non-Strategic — — — — 19,255 — — 19,255 Conservation Easements — — — — 3,099 — — 3,099 Deferred Revenue/Other (a) — — — — 283 — — 283 Large Dispositions — — — — 116,027 — — 116,027 Total Real Estate Sales — — — — 228,740 — — 228,740 Revenue from Contracts with Customers 191,831 120,809 202,315 26,120 228,740 88,734 — 858,549 Lease Revenue — — — — 605 — — 605 Intersegment — — — 3,437 — 239 ( 3,676 ) — Total Revenue $ 191,831 $ 120,809 $ 202,315 $ 29,557 $ 229,345 $ 88,973 ($ 3,676 ) $ 859,154 (a) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales. 91 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following tables present our timber sales disaggregated by contract type for the years ended December 31, 2022, 2021 and 2020: Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Trading Total December 31, 2022 Stumpage Pay-as-Cut $ 98,967 — — — — $ 98,967 Stumpage Lump Sum 1,022 7,770 — — — 8,792 Total Stumpage 99,989 7,770 — — — 107,759 Delivered Wood (Domestic) 125,136 137,421 62,068 — 2,310 326,935 Delivered Wood (Export) 11,487 11,444 191,041 — 66,984 280,956 Total Delivered 136,623 148,865 253,109 — 69,294 607,891 Total Timber Sales $ 236,612 $ 156,635 $ 253,109 — $ 69,294 $ 715,650 December 31, 2021 Stumpage Pay-as-Cut $ 68,471 — — $ 768 — $ 69,239 Stumpage Lump Sum 6,890 10,769 — — — 17,659 Total Stumpage 75,361 10,769 — 768 — 86,898 Delivered Wood (Domestic) 81,803 126,335 73,543 38,066 3,731 323,478 Delivered Wood (Export) 22,656 — 206,555 — 89,914 319,125 Total Delivered 104,459 126,335 280,098 38,066 93,645 642,603 Total Timber Sales $ 179,820 $ 137,104 $ 280,098 $ 38,834 $ 93,645 $ 729,501 December 31, 2020 Stumpage Pay-as-Cut $ 68,684 — — $ 1,731 — $ 70,415 Stumpage Lump Sum 2,027 8,142 — — — 10,169 Total Stumpage 70,711 8,142 — 1,731 — 80,584 Delivered Wood (Domestic) 85,996 108,490 62,568 24,248 1,768 283,070 Delivered Wood (Export) 13,514 — 131,925 — 85,806 231,245 Total Delivered 99,510 108,490 194,493 24,248 87,574 514,315 Total Timber Sales $ 170,221 $ 116,632 $ 194,493 $ 25,979 $ 87,574 $ 594,899 4. TIMBERLAND ACQUISITIONS In December 2022, we completed the acquisitions of approximately 138,000 acres of high-quality commercial timberlands located in Texas, Georgia, Alabama, and Louisiana from Manulife Investment Management for approximately $ 454.5 million in the aggregate. We funded the acquisitions with incremental borrowings, cash on hand, and like-kind exchange proceeds. Additionally, in five transactions during 2022, we acquired approximately 2,000 acres of U.S. timberland located in Alabama, Florida, Georgia and Washington for an aggregate value of $ 3.3 million, which were primarily funded from operating cash flow. During 2022, we also acquired approximately 1,000 acres of timberland (including approximately 400 acres of leased land) in New Zealand for approximately $ 0.7 million. These acquisitions were funded from operating cash flow. In 2021, we acquired approximately 100,000 acres of U.S. timberland located in Florida, Georgia and Texas through seven transactions for an aggregate value of $ 168.2 million, which were funded from operating cash flow, proceeds from the sale of the Timber Funds business and use of the Company’s 2020 ATM Program. Additionally, during 2021, we acquired approximately 3,000 acres of timberland (including approximately 1,000 acres of leased land) in New Zealand for approximately $ 10.9 million. These acquisitions were funded from operating cash flow. 92 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table summarizes the timberland acquisitions for the years ended December 31, 2022 and 2021: 2022 2021 Cost Acres Cost Acres Alabama 124,020 35,995 — — Florida 1,053 741 31,342 24,153 Georgia 130,124 28,514 38,339 24,776 Louisiana 24,373 9,110 — — Texas 178,200 65,226 98,507 51,568 Washington 26 20 — — New Zealand 734 1,409 10,927 2,676 Total Acquisitions $ 458,530 141,015 $ 179,115 103,173 5. NONCONTROLLING INTERESTS NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES Matariki Forestry Group We maintain a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns or leases approximately 417,000 legal acres of New Zealand timberland. Accordingly, we consolidate the New Zealand subsidiary’s balance sheet and results of operations. The portions of the consolidated financial position and results of operations attributable to the New Zealand subsidiary’s 23 % noncontrolling interest are reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income under the caption “Net (income) loss attributable to noncontrolling interests in consolidated affiliates.” Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary. The following table sets forth the income attributable to the New Zealand subsidiary’s noncontrolling interests: 2022 2021 2020 Net income attributable to noncontrolling interests in the New Zealand subsidiary $ 2,966 $ 7,696 $ 4,920 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, for the development of a multi-family community containing apartments and townhouses on a five -acre parcel in Bainbridge Island, Washington. 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 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.” 93 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP Noncontrolling interests in the operating partnership relate to the third-party ownership of redeemable operating partnership Units. Net income attributable to the noncontrolling interests in the operating partnership is computed by applying the weighted average redeemable operating partnership units outstanding during the period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income for the period. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the operating partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption. The following table sets forth the Company’s noncontrolling interests in the operating partnership: 2022 2021 Beginning noncontrolling interests in the operating partnership $ 133,823 $ 130,121 Adjustment of noncontrolling interests in the operating partnership ( 23,155 ) 42,530 Conversions of redeemable operating partnership units to common shares ( 3,925 ) ( 40,676 ) Net income attributable to noncontrolling interests in the operating partnership 2,393 4,516 Other comprehensive income attributable to noncontrolling interests in the operating partnership 295 1,601 Distributions to noncontrolling interests in the operating partnership ( 3,668 ) ( 4,269 ) Total noncontrolling interests in the operating partnership $ 105,763 $ 133,823 94 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 6. EARNINGS PER SHARE AND PER UNIT Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc. by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units and noncontrolling interests in operating partnership units. The following table provides details of the calculations of basic and diluted earnings per common share of the Company for the three years ended December 31: 2022 2021 2020 Earnings per common share - basic Numerator: Net Income $ 122,791 $ 210,487 $ 29,784 Less: Net income attributable to noncontrolling interests in the operating partnership ( 2,393 ) ( 4,516 ) ( 528 ) Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828 Net income attributable to Rayonier Inc. $ 107,077 $ 152,550 $ 37,084 Denominator: Denominator for basic earnings per common share - weighted average shares 146,209,847 140,812,882 133,865,867 Basic earnings per common share attributable to Rayonier Inc.: $ 0.73 $ 1.08 $ 0.28 Earnings per common share - diluted Numerator: Net Income $ 122,791 $ 210,487 $ 29,784 Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828 Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership $ 109,470 $ 157,066 $ 37,612 Denominator: Denominator for basic earnings per common share - weighted average shares 146,209,847 140,812,882 133,865,867 Add: Dilutive effect of: Stock options 5,132 8,727 633 Performance shares, restricted shares and restricted stock units 669,501 416,527 198,955 Noncontrolling interests in operating partnership units 3,268,473 4,062,725 2,877,447 Denominator for diluted earnings per common share - adjusted weighted average shares 150,152,953 145,300,861 136,942,902 Diluted earnings per common share attributable to Rayonier Inc.: $ 0.73 $ 1.08 $ 0.27 2022 2021 2020 Anti-dilutive shares excluded from computations of diluted earnings per share: Stock options, performance shares, restricted shares and restricted stock units 103,514 149,705 450,551 95 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding during the year. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares and restricted stock units. The following table provides details of the calculations of basic and diluted earnings per unit of the Operating Partnership for the three years ended December 31: 2022 2021 2020 Earnings per unit - basic Numerator: Net Income $ 122,791 $ 210,487 $ 29,784 Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828 Net income available to unitholders $ 109,470 $ 157,066 $ 37,612 Denominator: Denominator for basic earnings per unit - weighted average units 149,478,320 144,875,607 136,743,314 Basic earnings per unit attributable to Rayonier, L.P.: $ 0.73 $ 1.08 $ 0.28 Earnings per unit - diluted Numerator: Net Income $ 122,791 $ 210,487 $ 29,784 Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828 Net income available to unitholders $ 109,470 $ 157,066 $ 37,612 Denominator: Denominator for basic earnings per unit - weighted average units 149,478,320 144,875,607 136,743,314 Add: Dilutive effect of unit equivalents: Stock options 5,132 8,727 633 Performance shares, restricted shares and restricted stock units 669,501 416,527 198,955 Denominator for diluted earnings per unit - adjusted weighted average units 150,152,953 145,300,861 136,942,902 Diluted earnings per unit attributable to Rayonier, L.P. $ 0.73 $ 1.08 $ 0.27 2022 2021 2020 Anti-dilutive unit equivalents excluded from computations of diluted earnings per unit: Stock options, performance shares, restricted shares and restricted stock units 103,514 149,705 450,551 96 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 7. DEBT Our debt consisted of the following at December 31, 2022 and 2021: 2022 2021 Debt: Senior Notes due 2031 at a fixed interest rate of 2.75 % $ 450,000 $ 450,000 2015 Term Loan Facility borrowings due 2028 at a variable interest rate of 5.4 % at December 31, 2022 350,000 350,000 2022 Incremental Term Loan Facility borrowings due 2027 at a variable interest rate of 5.21 % at December 31, 2022 250,000 — 2016 Incremental Term Loan Facility borrowings due 2026 at a variable interest rate of 5.54 % at December 31, 2022 200,000 200,000 2021 Incremental Term Loan Facility borrowings due 2029 at a variable interest rate of 5.35 % at December 31, 2022 200,000 — New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64 % 25,586 27,519 New Zealand subsidiary noncontrolling interest shareholder loan due 2027 at a fixed interest rate of 6.48 % 25,586 — New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed interest rate of 2.95 % 21,931 23,588 Senior Notes due 2022 at a fixed interest rate of 3.75 % — 325,000 Total principal debt 1,523,103 1,376,107 Less: Unamortized discounts ( 3,104 ) ( 3,426 ) Less: Current maturities of long-term debt — ( 124,965 ) Less: Deferred financing costs ( 5,278 ) ( 4,897 ) Total long-term debt $ 1,514,721 $ 1,242,819 Principal payments due during the next five years and thereafter are as follows: 2023 — 2024 — 2025 21,931 2026 225,586 2027 275,586 Thereafter 1,000,000 Total debt $ 1,523,103 2.75 % SENIOR NOTES ISSUED MAY 2021 In May 2021, Rayonier, L.P. issued $ 450 million of 2.75 % Senior Notes due 2031, guaranteed by certain subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. The Senior Notes due 2031 were sold at an issue price of 99.195 % of their face value, before underwriters discount. Our net proceeds after deducting approximately $ 3.9 million of underwriting discounts and expenses, were approximately $ 442.5 million. The discount and debt issuance costs are being amortized to interest expense over the term of the notes using the effective interest method. TERM CREDIT AGREEMENTS We have entered into several credit agreements with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit Institutions. Our various term credit facilities issued through the Farm Credit System provide for annual patronage payments, which are profit distributions made by the cooperative to its member-users based on the quantity or value of business done with the member-user. 97 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) In December 2022, we amended all of our term credit agreements to convert the interest rate benchmark from LIBOR to Daily Simple SOFR plus a credit spread adjustment. While all of our term credit facilities provide for variable interest rates based on a spread over Daily Simple SOFR, we have entered into multiple interest rate swap agreements to fix portions of our variable rate exposure. For each credit facility described below, we provide our estimated effective interest rate after consideration of estimated patronage payments and interest rate swaps. 2015 TERM LOAN AGREEMENT In August 2015, we entered into a credit agreement with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions and other commercial banks to provide $ 550 million of credit facilities, including a nine-year $ 350 million term loan facility (“2015 Term Loan Facility”). The periodic interest rate on the 2015 Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement. As of December 31, 2022, the periodic interest rate on the 2015 Term Loan Facility was Daily Simple SOFR plus 1.6 % plus a credit spread adjustment of 0.1 %. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 3.0 % after consideration of the interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities . 2022 INCREMENTAL TERM LOAN AGREEMENT In December 2022, we entered into an Incremental Term Loan Agreement to provide a five-year $ 250 million senior unsecured incremental term loan facility (“2022 Incremental Term Loan Facility”). The proceeds from the 2022 Incremental Term Loan Facility were used to partially fund our acquisition of high-quality commercial timberlands located in Texas, Georgia, Alabama and Louisiana for an aggregate purchase price of approximately $ 454.5 million, after customary purchase price adjustments at closing. The periodic interest rate on the 2022 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement. As of December 31, 2022, the periodic interest rate on the 2022 Incremental Term Loan Facility was Daily Simple SOFR plus 1.6 % plus a credit spread adjustment of 0.1 %. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 4.9 % after consideration of interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities . 2016 INCREMENTAL TERM LOAN AGREEMENT In April 2016, we entered into an Incremental Term Loan Agreement to provide a 10 -year, $ 300 million term loan facility (“2016 Incremental Term Loan Facility”) of which $ 100 million was subsequently repaid. The periodic interest rate on the 2016 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement. As of December 31, 2022, the periodic interest rate on the $ 200 million 2016 Incremental Term Loan Facility was Daily Simple SOFR plus 1.65 % plus a credit spread adjustment of 0.1 %. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 2.4 % after consideration of interest rate swaps and estimated patronage payments. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities . 98 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 2021 INCREMENTAL TERM LOAN AGREEMENT In June 2021, we entered into an Incremental Term Loan Agreement, which provided us the ability to make an advance of $ 200 million on or before June 1, 2022. In January 2022, we made a $ 200 million draw on our 2021 Incremental Term Loan Facility. Proceeds from the 2021 Incremental Term Loan Facility were used to repay the outstanding principal on our Revolving Credit Facility, which was used to fund the repayment of the Senior Notes due 2022. The periodic interest rate on the 2021 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement. As of December 31, 2022, the periodic interest rate on the 2021 Incremental Term Loan Facility was Daily Simple SOFR plus 1.55 % plus a credit spread adjustment of 0.1 %. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 1.5 % after consideration of interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities . REVOLVING CREDIT FACILITY In December 2022, we amended the $ 300 million Revolving Credit Facility to convert the interest rate benchmark from LIBOR to Daily Simple SOFR plus a credit spread adjustment. The periodic interest rate on the Revolving Credit Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement. As of December 31, 2022, the periodic interest rate on the Revolving Credit Facility was Daily Simple SOFR plus 1.25 % plus a credit spread adjustment of 0.1 %, with an unused commitment fee of 0.175 %. Monthly payments of interest only are due on this loan through maturity. See Note 23 — Other Assets for additional information about deferred financing costs related to revolving debt. During the year ended December 31, 2022, we made borrowings and repayments of $ 200 million . At December 31, 2022, we had available borrowings of $ 296.2 million, net of $ 3.8 million to secure our outstanding letters of credit. 3.75 % SENIOR NOTES ISSUED MARCH 2012 In March 2012, Rayonier Inc. issued $ 325 million of 3.75 % Senior Notes due 2022. In January 2022, we repaid the $ 325 million outstanding on the Senior Notes due 2022. NEW ZEALAND SUBSIDIARY DEBT WORKING CAPITAL FACILITY In June 2022, the New Zealand subsidiary renewed its NZ$ 20 million working capital facility for an additional 12 -month term. The facility is available for short-term operating cash flow needs of the New Zealand subsidiary. This facility holds a variable interest rate indexed to the 90 -day New Zealand Bank Bill rate (“BKBM”). The margins are set for the term of the facility. During the year ended December 31, 2022, the New Zealand subsidiary made borrowings and repayments of $ 7.1 million, net of changes in exchange rates, on its working capital facility. At December 31, 2022, there was no outstanding balance on the facility. SHAREHOLDER LOANS The New Zealand subsidiary periodically makes capital distributions to its partners on a pro rata basis to redeem certain equity interests, which are reinvested by the partners into 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 results in the recording of a loan payable by the New Zealand subsidiary. 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 5 — Noncontrolling Interests for more information regarding the New Zealand subsidiary. SHAREHOLDER LOAN DUE 2026 In July 2021, the New Zealand subsidiary recorded of a loan payable in the amount of $ 28.1 million due in 2026 at a fixed interest rate of 3.64 %. As of December 31, 2022, the outstanding balance is $ 25.6 million. SHAREHOLDER LOAN DUE 2027 99 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) In April 2022, the New Zealand subsidiary recorded a loan payable in the amount of $ 27.9 million due in 2027 at a fixed interest rate of 6.48 %. As of December 31, 2022, the outstanding balance is $ 25.6 million. SHAREHOLDER LOAN DUE 2025 In September 2020, the New Zealand subsidiary recorded a loan payable in the amount of $ 23.3 million due in 2025 at a fixed interest rate of 2.95 %. As of December 31, 2022, the outstanding balance is $ 21.9 million. DEBT COVENANTS In connection with our Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and Revolving Credit Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios. The covenants listed below, which are the most significant financial covenants in effect as of December 31, 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 9.9 to 1 7.4 Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 45 % 20 % 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, 2022 Incremental Term Loan Facility, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others. At December 31, 2022, we were in compliance with all applicable covenants. 100 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to market risk related to potential fluctuations in foreign currency exchange rates and interest rates. We use derivative financial instruments to mitigate the financial impact of exposure to these risks. Accounting for derivative financial instruments is governed by ASC Topic 815, Derivatives and Hedging , (“ASC 815”). In accordance with ASC 815, we record our derivative instruments at fair value as either assets or liabilities in the Consolidated Balance Sheets. Changes in the instruments’ fair value are accounted for based on their intended use. Gains and losses on derivatives that are designated and qualify for cash flow hedge accounting are recorded as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the hedged transaction materializes. Gains and losses on derivatives that are designated and qualify for net investment hedge accounting are recorded as a component of AOCI and will not be reclassified into earnings until the investment is partially or completely liquidated. The changes in the fair value of derivatives not designated as hedging instruments and those which are no longer effective as hedging instruments, are recognized immediately in earnings. FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS 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. dollars. 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. dollar. 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 December 31, 2022, foreign currency exchange contracts and foreign currency option contracts had maturity dates through September 2025 and October 2025, respectively. Foreign currency exchange and option contracts hedging foreign currency risk qualify for cash flow hedge accounting. We may de-designate these cash flow hedge relationships in advance or at the occurrence of the forecasted transaction. The portion of gains or losses on the derivative instrument previously accumulated in other comprehensive income for de-designated hedges remains in accumulated other comprehensive income until the forecasted transaction affects earnings. Changes in the value of derivative instruments after de-designation are recorded in earnings. INTEREST RATE PRODUCTS We are exposed to cash flow interest rate risk on our variable-rate debt. We use variable-to-fixed interest rate swaps and forward-starting interest rate swap agreements to hedge this exposure. For these derivative instruments, we report the gains/losses from the fluctuations in the fair market value of the hedges in AOCI and reclassify them to earnings as interest expense in the same period in which the hedged interest payments affect earnings. To the extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item continues to exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in AOCI and is amortized using the straight-line method through interest expense over the remaining life of the hedged item. To the extent the associated hedged item is no longer effective, the gain or loss is reclassified out of AOCI to earnings immediately. In November 2022, we entered into a new $ 100 million forward-starting interest rate swap agreement, benchmarked to the Secured Overnight Financing Rate (“SOFR”), in anticipation of the new $ 250 million incremental term loan, which closed in December 2022. See Note 7 — Debt for additional information. In December 2022, through a fifth amendment to the Incremental Term Loan Agreement with our primary lender, we converted all our outstanding London Inter-Bank Offered Rate (“LIBOR”) indexed term loans, in the aggregate principal amount of $ 750 million, to SOFR indexed rates. In conjunction with amending our Term Loan Agreement, we also concurrently modified the benchmark rate from LIBOR to Daily Simple SOFR in our active interest rate swap agreements with a total notional amount of $ 750 million. The conversion of these debt and interest rate swap instruments did not have a material impact on our financial position or operating results. 101 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) As of December 31, 2022, our forward-starting interest rate swap agreements with a total notional amount of $ 150 million continue to use LIBOR as the interest rate benchmark. INTEREST RATE SWAPS The following table contains information on the outstanding interest rate swaps as of December 31, 2022: Outstanding Interest Rate Swaps (a) Date Entered Into Term Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt (b) Total Effective Interest Rate (c) August 2015 9 years $ 170,000 Term Credit Agreement 2.10 % 1.70 % 3.80 % August 2015 9 years 180,000 Term Credit Agreement 2.26 % 1.70 % 3.96 % April 2016 10 years 100,000 Incremental Term Loan 1.50 % 1.75 % 3.25 % April 2016 10 years 100,000 Incremental Term Loan 1.51 % 1.75 % 3.26 % May 2021 (d) 7 years 200,000 2021 Incremental Term Loan Facility 0.67 % 1.65 % 2.32 % December 2022 (e) 5 years 100,000 2022 Incremental Term Loan Facility 3.72 % 1.70 % 5.42 % (a) All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting. (b) Includes the SOFR Credit Spread Adjustment component allotted to banks during the transition from LIBOR period. (c) Rate is before estimated patronage payments. (d) On February 1, 2022, our $ 200 million notional forward-starting interest rate swap matured into an active interest rate swap. See Note 7 - Debt for additional information. (e) On December 1, 2022 our $ 100 million notional forward-starting interest rate swap matured into an active interest rate swap. See Note 7 - Debt for additional information. FORWARD-STARTING INTEREST RATE SWAPS The following table contains information on the outstanding forward-starting interest rate swaps as of December 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 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 (a) All forward-starting interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting. CARBON OPTIONS The New Zealand subsidiary enters into carbon options from time to time to sell carbon assets. Changes in fair value of the carbon option contracts are recorded in “Interest and other miscellaneous income, net” as the contracts do not qualify for hedge accounting treatment. As of December 31, 2022, all existing carbon option contracts have expired. 102 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020. Location on Statement of Income and Comprehensive Income 2022 2021 2020 Derivatives designated as cash flow hedges: Foreign currency exchange contracts Other comprehensive income (loss) $ 5,093 ($ 10,939 ) $ 7,699 Other operating income, net ( 7,682 ) 2,974 ( 2,323 ) Foreign currency option contracts Other comprehensive income (loss) 610 ( 2,733 ) 1,181 Other operating income, net — 1,177 30 Interest rate products Other comprehensive income (loss) 75,006 52,478 ( 76,567 ) Interest expense, net 2,459 14,694 10,769 Derivatives not designated as hedging instruments: Carbon options Interest and other miscellaneous income, net — — $ 563 During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 19.7 million. The following table contains details of the amounts expected to be reclassified into earnings: Amount expected to be reclassified into earnings in next 12 months Derivatives designated as cash flow hedges: Foreign currency exchange contracts ($ 3,909 ) Foreign currency option contracts ( 203 ) Interest rate products 23,810 Total estimated gain on derivatives contracts $ 19,698 The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2022 and 2021: Notional Amount 2022 2021 Derivatives designated as cash flow hedges: Foreign currency exchange contracts $ 138,250 $ 149,250 Foreign currency option contracts 78,000 14,000 Interest rate swaps 850,000 550,000 Forward-starting interest rate swaps 150,000 350,000 103 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2022 and 2021. Changes in balances of derivative financial instruments are recorded as operating activities in the Consolidated Statements of Cash Flows: Fair Value Assets (Liabilities) (a) Location on Balance Sheet 2022 2021 Derivatives designated as cash flow hedges: Foreign currency exchange contracts Other current assets $ 25 $ 721 Other assets 1,303 86 Other current liabilities ( 5,457 ) ( 2,061 ) Other non-current liabilities ( 410 ) ( 694 ) Foreign currency option contracts Other current assets 66 — Other assets 2,131 228 Other current liabilities ( 347 ) — Other non-current liabilities ( 1,281 ) ( 270 ) Interest rate swaps Other assets 60,843 — Other non-current liabilities ( 51 ) ( 15,582 ) Forward-starting interest rate swaps Other assets 11,939 11,482 Total derivative contracts: Other current assets $ 91 $ 721 Other assets 76,216 11,796 Total derivative assets $ 76,307 $ 12,517 Other current liabilities ( 5,804 ) ( 2,061 ) Other non-current liabilities ( 1,742 ) ( 16,546 ) Total derivative liabilities ($ 7,546 ) ($ 18,607 ) (a) See Note 9 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy. OFFSETTING DERIVATIVES Derivative financial instruments are presented at their gross fair values in the Consolidated Balance Sheets. Our derivative financial instruments are not subject to master netting arrangements, which would allow the right of offset. 104 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 9. FAIR VALUE MEASUREMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the carrying amount and estimated fair values of our financial instruments at December 31, 2022 and 2021, using market information and what we believe to be appropriate valuation methodologies under GAAP: December 31, 2022 December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Asset (Liability) (a) Level 1 Level 2 Level 1 Level 2 Cash and cash equivalents, excluding Timber Funds $ 114,255 $ 114,255 — $ 358,680 $ 358,680 — Cash and cash equivalents, Timber Funds — — — 3,493 3,493 — Restricted cash, Timber Funds (b) — — — 6,341 6,341 — Restricted cash, excluding Timber Funds (c) 1,152 1,152 — 625 625 — Current maturities of long-term debt (d) — — — ( 124,965 ) — ( 125,288 ) Long-term debt (d) ( 1,514,721 ) — ( 1,438,736 ) ( 1,242,819 ) — ( 1,245,148 ) Interest rate swaps (e) 60,792 — 60,792 ( 15,582 ) — ( 15,582 ) Forward-starting interest rate swaps (e) 11,939 — 11,939 11,482 — 11,482 Foreign currency exchange contracts (e) ( 4,539 ) — ( 4,539 ) ( 1,948 ) — ( 1,948 ) Foreign currency option contracts (e) 569 — 569 ( 42 ) — ( 42 ) Noncontrolling interests in the operating partnership (f) 105,763 105,763 — 133,823 133,823 — (a) We did not have Level 3 assets or liabilities at December 31, 2022 and 2021. (b) Restricted cash, Timber Funds represents the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests. See Note 21 - Restricted Cash for additional information. (c) Restricted cash, excluding Timber Funds represents proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow. See Note 21 - Restricted Cash for additional information. (d) The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt. See Note 7 — Debt for additional information. (e) See Note 8 — 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 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 5 — Noncontrolling Interests for additional information. 105 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) We use the following methods and assumptions in estimating the fair value of our financial instruments: Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value. Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value. Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected future cash flows, for each instrument, at prevailing interest rates. Foreign currency exchange contracts — The fair value of foreign currency exchange contracts is determined by a mark-to-market valuation, which estimates fair value by discounting the difference between the contracted forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate. Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing model. Noncontrolling interests in the operating partnership — The fair value of noncontrolling interests in the operating partnership is determined based on the period-end closing price of Rayonier Inc. common shares. 10. COMMITMENTS At December 31, 2022, the future minimum payments under non-cancellable commitments were as follows: Environmental Remediation (a) Development Projects (b) Commitments (c) Total 2023 $ 1,175 $ 26,996 $ 6,301 $ 34,472 2024 9,775 911 955 11,641 2025 392 267 114 773 2026 842 267 2 1,111 2027 581 267 2 850 Thereafter 2,828 3,506 — 6,334 $ 15,593 $ 32,214 $ 7,374 $ 55,181 (a) Environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages (NRD) in Port Gamble, Washington. See Note 12 - Environmental and Natural Resource Damage Liabilities for additional information. (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 other purchase obligations. 11. CONTINGENCIES We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow. 12. 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 the owner’s property, regardless of culpability for the release. 106 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) Changes in environmental and NRD liabilities from December 31, 2021 to December 31, 2022 are shown below: Port Gamble, WA Non-current portion at December 31, 2021 $ 10,110 Plus: Current portion 695 Total Balance at December 31, 2021 10,805 Expenditures charged to liabilities ( 812 ) Increase in liabilities (a) 5,600 Total Balance at December 31, 2022 15,593 Less: Current portion ( 1,175 ) Non-current portion at December 31, 2022 $ 14,418 (a) Increase in liabilities includes $ 4.9 million related to revised environmental and NRD cost estimates recorded in the fourth quarter of 2022. We periodically examine whether the contingent liabilities related to the environmental matters described above are probable and reasonably estimable based on experience and ongoing developments in those matters, including continued study and analysis of ongoing remediation obligations. During the three months ended December 31, 2022, with the assistance of independent environmental consultants and taking into consideration inflation, investigation and remediation actions previously completed, new information available during the period and ongoing discussions with the Trustees, we completed a comprehensive long-term analysis and cost assessment related to our ongoing environmental remediation and NRD obligations. As a result of this analysis, we increased the accrual for environmental and NRD liabilities by $ 4.9 million, which are recorded on an undiscounted basis. We expect to pay the amounts recorded over an estimated period of up to 20 years . It is expected that the upland millsite cleanup and NRD restoration will occur over the next one to two years , while the monitoring of the Port Gamble Bay, mill site and landfills will continue for an additional 15 to 20 years. NRD c osts are subject to change as the scope of the restoration projects become more clearly defined. It is reasonably possible that these components of the liability may increase as the project progresses. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount. For further information on the timing and amount of future payments related to our environmental remediation liabilities, see Note 10 - Commitments . We do not currently anticipate any material loss in excess of the amounts accrued; however we are not able to estimate a possible loss or range of loss, if any, in excess of the established liabilities. Our future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations, and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity. 107 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 13. GUARANTEES We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies. As of December 31, 2022, the following financial guarantees were outstanding: Financial Commitments (a) Maximum Potential Payment Standby letters of credit (b) $ 3,779 Surety bonds (c) 22,866 Total financial commitments $ 26,645 (a) We have not recorded any liabilities for these financial commitments in the Consolidated Balance Sheets. The guarantees are not subject to measurement, as the guarantees are dependent on our own performance. (b) Approximately $ 2.9 million of the standby letters of credit serve as credit support for real estate construction at the Company’s Wildlight development project. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation. These letters of credit will expire at various dates during 2023 and will be renewed as required. (c) 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 our Heartwood development project in Richmond Hill, Georgia. These surety bonds expire at various dates during 2023, 2024 and 2025 and are expected to be renewed as required. 108 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 14. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS 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. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties. Changes in higher and better use timberlands and real estate development investments from December 31, 2021 to December 31, 2022 are shown below: Higher and Better Use Timberlands and Real Estate Development Investments Land and Timber Development Investments Total Non-current portion at December 31, 2021 $ 87,910 $ 18,968 $ 106,878 Plus: Current portion (a) 718 24,022 24,740 Total Balance at December 31, 2021 88,628 42,990 131,618 Non-cash cost of land and improved development ( 1,683 ) ( 16,705 ) ( 18,388 ) Amortization of parcel real estate development investments — ( 7,437 ) ( 7,437 ) Timber depletion from harvesting activities and basis of timber sold in real estate sales ( 1,210 ) — ( 1,210 ) Capitalized real estate development investments (b) — 22,376 22,376 Capital expenditures (silviculture) 246 — 246 Intersegment transfers 5,801 — 5,801 Total Balance at December 31, 2022 91,782 41,224 133,006 Less: Current portion (a) ( 408 ) ( 17,501 ) ( 17,909 ) Non-current portion at December 31, 2022 $ 91,374 $ 23,723 $ 115,097 (a) The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 15 — Inventory for additional information. (b) Capitalized real estate development investments includes $ 0.8 million of capitalized interest and $ 8.7 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year. 15. INVENTORY As of December 31, 2022 and 2021, our inventory consisted entirely of finished goods, as follows: 2022 2021 Finished goods inventory Real estate inventory (a) $ 17,909 $ 24,740 Log inventory 5,347 3,783 Carbon unit inventory (b) 473 — Total inventory $ 23,729 $ 28,523 (a) Represents the cost of HBU real estate (including capitalized development investments) under contract to be sold as well as the cost of HBU real estate deferred until post-closing obligations are satisfied. See Note 14 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information. (b) Represents the basis in New Zealand carbon units intended to be sold in the next 12 months. See Note 1 — Summary of Significant Accounting Policies and Note 23 — Other Assets for additional information on carbon credits. 109 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 16. LEASES TIMBERLAND LEASES U.S. timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases. New Zealand timberland lease terms typically range between 30 and 99 years. New Zealand lease arrangements generally consist of Crown Forest Licenses (“CFLs”), forestry rights and land leases. A CFL is a license arrangement to use government or privately owned lands to operate a commercial forest. CFLs generally extend indefinitely and may only be terminated upon a 35 -year termination notice. If no termination notice is given, the CFLs renew automatically each year for a one-year term. Alternatively, some CFLs extend for a specific term. Once a CFL is terminated, we may be able to obtain a forestry right from the subsequent owner. A forestry right is a license arrangement with a private entity to use their lands to operate a commercial forest. Forestry rights terminate either upon the issuance of a termination notice (which can last 35 to 45 years), completion of harvest, or a specified termination date. As of December 31, 2022, the New Zealand subsidiary has three CFLs comprising 11,000 gross acres or 9,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded, as well as two fixed-term CFLs comprising 3,000 gross acres or 2,000 net plantable acres expiring in 2062. Additionally, the New Zealand subsidiary has two forestry rights comprising 31,000 gross acres or 5,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded. OTHER NON-TIMBERLAND LEASES In addition to timberland holdings, we lease properties for certain office locations. Significant leased properties include a regional office in Lufkin, Texas; a Pacific Northwest Timber office in Hoquiam, Washington and a New Zealand Timber and Trading headquarters in Auckland, New Zealand. LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION The following table details our undiscounted lease obligations as of December 31, 2022 by type of lease and year of expiration: Year of Expiration Lease obligations Total 2023 2024 2025 2026 2027 Thereafter Operating lease liabilities $ 195,213 $ 9,234 $ 9,020 $ 8,144 $ 7,414 $ 7,317 $ 154,084 Total Undiscounted Cash Flows $ 195,213 $ 9,234 $ 9,020 $ 8,144 $ 7,414 $ 7,317 $ 154,084 Imputed interest ( 98,067 ) Balance at December 31, 2022 $ 97,146 Less: Current portion ( 8,390 ) Non-current portion at December 31, 2022 $ 88,756 The following table details components of our lease cost for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, Lease Cost Components 2022 2021 2020 Operating lease cost $ 9,332 $ 10,166 $ 9,647 Variable lease cost (a) 757 196 230 Total lease cost (b) $ 10,089 $ 10,362 $ 9,877 (a) The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates. (b) Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases are expensed on a straight line basis over the lease term. Short-term lease expense was not material for the year ended December 31, 2022. 110 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The following table details components of our lease cost for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, Supplemental Cash Flow Information Related to Leases: 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,571 $ 2,389 $ 2,127 Investing cash flows from operating leases 6,761 7,777 7,520 Total cash flows from operating leases $ 9,332 $ 10,166 $ 9,647 Weighted-average remaining lease term in years - operating leases 30 29 29 Weighted-average discount rate - operating leases 5 % 5 % 5 % We apply the following practical expedients as allowed under ASC 842: Practical Expedient Description Short-term leases We do not record right-of-use assets or liabilities for short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that is reasonably certain to be exercised). Separation of lease and non-lease components We do not separate non-lease components from the associated lease components if they have the same timing and pattern of transfer and, if accounted for separately, would both be classified as an operating lease. 17. OTHER OPERATING INCOME (EXPENSE), NET The following table provides the composition of Other operating income (expense), net for the three years ended December 31: 2022 2021 2020 (Loss) gain on foreign currency remeasurement, net of cash flow hedges ($ 5,251 ) $ 6,823 ($ 3,503 ) Gain on sale or disposal of property plant & equipment 40 75 121 Gain on investment in Timber Funds (a) — 7,482 — Log trading marketing fees — 6 56 Cost related to the merger with Pope Resources (b) — — ( 17,166 ) Equity income (loss) related to Bainbridge Landing LLC joint venture (c) 15,477 102 ( 721 ) Miscellaneous expense, net ( 562 ) ( 404 ) ( 472 ) Total $ 9,704 $ 14,084 ($ 21,685 ) (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) Includes legal, accounting, due diligence, consulting and other costs related to the merger with Pope Resources. (c) The year ended December 31, 2022 includes $ 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 Note 5 - Noncontrolling Interests for additional information. 111 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 18. EMPLOYEE BENEFIT PLANS DEFINED BENEFIT PLANS We have one qualified non-contributory defined benefit pension plan covering a portion of its employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans. We closed enrollment in the pension plans to salaried employees hired after December 31, 2005. Effective December 31, 2016, we froze benefits for all employees participating in the pension plan. In lieu of the pension plan, we provide those employees with an enhanced 401(k) plan match similar to what is currently provided to employees hired after December 31, 2005. Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information, along with certain assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change. In December 2022, the Rayonier Board of Directors approved the resolution to terminate the Defined Benefit Plan. Impacted parties were notified on or before December 28, 2022 of the termination and alternative distribution options. The plan is expected to be terminated in the first quarter of 2023. In conjunction with the termination of the Defined Benefit Plan, we also plan to terminate the unfunded plan and distribute all benefits in accordance with Section 409A of the Code. We expect to recognize pre-tax non-cash pension settlement charges related to the actuarial losses currently in AOCI, upon settlement of the obligations of the Defined Benefit Plan. These charges are currently expected to occur in 2023, with the specific timing and final amounts dependent upon several factors. The following tables set forth the change in the projected benefit obligation and plan assets and reconcile the funded status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement benefit plans for the two years ended December 31: Pension Postretirement 2022 2021 2022 2021 Change in Projected Benefit Obligation Projected benefit obligation at beginning of year $ 93,799 $ 100,469 $ 1,890 $ 1,886 Service cost — — 7 8 Interest cost 2,434 2,228 51 45 Actuarial gain ( 22,376 ) ( 5,112 ) ( 513 ) ( 35 ) Benefits paid ( 3,609 ) ( 3,519 ) ( 14 ) ( 14 ) Expenses paid ( 186 ) ( 267 ) — — Projected benefit obligation at end of year $ 70,062 $ 93,799 $ 1,421 $ 1,890 Change in Plan Assets Fair value of plan assets at beginning of year $ 85,079 $ 78,883 — — Actual return on plan assets ( 18,527 ) 9,896 — — Employer contributions 86 86 14 14 Benefits paid ( 3,609 ) ( 3,519 ) ( 14 ) ( 14 ) Other expense ( 186 ) ( 267 ) — — Fair value of plan assets at end of year $ 62,843 $ 85,079 — — Funded Status at End of Year: Net accrued benefit cost ($ 7,219 ) ($ 8,720 ) ($ 1,421 ) ($ 1,890 ) Amounts Recognized in the Consolidated Balance Sheets Consist of: Current liabilities ($ 86 ) ($ 86 ) ($ 50 ) ($ 46 ) Noncurrent liabilities ( 7,133 ) ( 8,634 ) ( 1,371 ) ( 1,844 ) Net amount recognized ($ 7,219 ) ($ 8,720 ) ($ 1,421 ) ($ 1,890 ) 112 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years ended December 31: 2022 2021 Projected benefit obligation $ 70,062 $ 93,799 Accumulated benefit obligation 70,062 93,799 Accumulated postretirement benefit obligation 1,421 1,890 Fair value of plan assets 62,843 85,079 ACTUARIAL (GAIN) LOSS PENSION Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows: • Changes in participant demographics resulted in an actuarial gain of approximately $ 0.6 million, which is primarily due to higher than expected mortality among participants. • Changes in contingent survivor mortality resulted in an actuarial loss of approximately $ 0.5 million. • Changes in the discount rate from 2.65 % to 4.96 % resulted in an actuarial gain of approximately $ 22.4 million. • Changes in plan assets during the fiscal year ending December 31, 2022 resulted in an investment loss of $ 22.0 million, which is due to the difference between the 4.97 % expected return compared to the actual return of ( 22.26 %). POSTRETIREMENT Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows: • Introduction of an expected salary increase rate of 3.50 % resulted in an actuarial loss of $ 0.1 million. • Changes in the discount rate from 2.75 % to 5.01 % resulted in an actuarial gain of approximately $ 0.6 million. OTHER COMPREHENSIVE INCOME Net gains or losses recognized in other comprehensive (loss) income for the three years ended December 31 are as follows: Pension Postretirement 2022 2021 2020 2022 2021 2020 Net gains (losses) $ 362 $ 11,262 ($ 1,587 ) $ 512 $ 40 ($ 207 ) Net gains or losses reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows: Pension Postretirement 2022 2021 2020 2022 2021 2020 Amortization of losses (gains) $ 738 $ 1,154 $ 861 $ 15 $ 20 $ 8 113 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) ACCUMULATED OTHER COMPREHENSIVE INCOME/LOSS (AOCI) Net losses that have not yet been included in pension and postretirement expense for the two years ended December 31, but have been recognized as a component of AOCI are as follows: Pension Postretirement 2022 2021 2022 2021 Net (losses) income ($ 11,527 ) ($ 12,627 ) $ 96 ($ 431 ) Deferred income tax benefit 1,216 1,216 6 6 AOCI ($ 10,311 ) ($ 11,411 ) $ 102 ($ 425 ) NET PENSION AND POSTRETIREMENT BENEFIT (CREDIT) COST The following tables set forth the components of net pension and postretirement benefit (credit) cost that have been recognized during the three years ended December 31: Pension Postretirement 2022 2021 2020 2022 2021 2020 Components of Net Periodic Benefit (Credit) Cost Service cost — — — $ 7 $ 8 $ 6 Interest cost 2,434 2,228 2,706 51 45 51 Expected return on plan assets ( 3,486 ) ( 3,746 ) ( 3,504 ) — — — Amortization of losses (gains) 738 1,154 861 15 20 8 Net periodic benefit (credit) cost ($ 314 ) ($ 364 ) $ 63 $ 73 $ 73 $ 65 The service cost component of our benefit expense is recorded within the operating expense line item “Selling and general expenses” within the Consolidated Statements of Income. All other components of the benefit costs expense are included within the “Interest and miscellaneous income, net” line item of the Consolidated Statements of Income. VALUATION ASSUMPTIONS The following table sets forth the principal assumptions inherent in the determination of benefit obligations and net periodic benefit cost of the pension and postretirement benefit plans as of December 31: Pension Postretirement 2022 2021 2020 2022 2021 2020 Assumptions used to determine benefit obligations at December 31: Discount rate 4.96 % 2.65 % 2.26 % 5.01 % 2.75 % 2.42 % Assumptions used to determine net periodic benefit cost for years ended December 31: Discount rate 2.65 % 2.26 % 3.06 % 2.75 % 2.42 % 3.16 % Expected long-term return on plan assets 4.97 % 5.72 % 5.72 % — — — DISCOUNT RATE At December 31, 2022, the pension plan’s discount rate was 5.0 %. The discount rate is derived from the Financial Times Stock Exchange (FTSE) Pension Discount Curve (f/k/a Citigroup). The Pension Discount Curve (PDC) is a set of yields on hypothetical AA, zero coupon bonds whose maturities range from 6 months up to 30 years. The yields of the PDC are used to discount pension liabilities. The PDC is calculated based on a universe of AA rated corporate bonds from the FTSE US Broad Investment-Grade Bond Index and the yields of the FTSE Treasury model curve. 114 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) The pension plan's future expected cash flows are then matched to the spot rates on the yield curve and a single equivalent discount rate is determined, which produces the same present value as the spot rates. EXPECTED LONG-TERM RETURN ON PLAN ASSETS In 2022, the expected return on plan assets was 5.0 %, which is based on historical returns on current asset allocations and expected returns using the Black-Litterman method. INVESTMENT OF PLAN ASSETS Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the pension plans’ investment program, which is designed to maximize returns and provide sufficient liquidity to meet plan obligations while maintaining acceptable risk levels. The investment approach emphasizes diversification by allocating the plans’ assets among asset categories and selecting investment managers whose various investment methodologies will be minimally correlative with each other. In 2020, we transitioned to a liability-driven investment (“LDI”) strategy. An LDI strategy focuses on maintaining a close to fully-funded status over the long-term with minimal funded status risk. This is achieved by investing more of the plan assets in fixed income instruments to more closely match the duration of the plan liability. The investment allocation to fixed income instruments will increase as the plans' funded status increases. Investment target allocation percentages for equity securities can range up to 80 percent. Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2022 and 2021 are as follows: Percentage of Plan Assets Asset Category 2022 2021 Domestic equity securities 28 % 29 % International equity securities 20 % 18 % Domestic fixed income securities 50 % 51 % Real estate fund 2 % 2 % Total 100 % 100 % Investments within the equity categories may include large capitalization, small capitalization and emerging market securities. Pension assets did not include a direct investment in Rayonier common shares during the years ended December 31, 2022 and 2021. NET ASSET VALUE MEASUREMENTS Separate investment accounts are measured using the unit value calculated based on the Net Asset Value (“NAV”) of the underlying assets. The NAV is based on the fair value of the underlying investments held by each fund less liabilities divided by the units outstanding as of the valuation date. These funds are not publicly traded; however, the unit price calculation is based on observable market inputs of the funds’ underlying assets. The following table sets forth the net asset value of the plan assets as of December 31, 2022 or 2021: December 31, 2022 December 31, 2021 Asset Category Investments at Net Asset Value: Separate Investment Accounts $ 62,843 $ 85,079 Total Investments at Net Asset Value $ 62,843 $ 85,079 115 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) CASH FLOWS Our expected benefit payments to be made for the next 10 years are as follows: Pension Benefits Postretirement Benefits 2023 $ 3,999 $ 50 2024 4,180 53 2025 4,338 57 2026 4,478 62 2027 4,594 66 2028-2032 23,730 390 We expect to make cash contributions in 2023 of approximately $ 7.6 million in order to fund the Defined Benefit Plan on a plan termination basis. The Defined Benefit Plan will be settled upon completion of lump sum distributions and purchase of annuity contracts. The Excess Benefit Plan will be settled entirely with lump sum payments upon termination with expected cash contributions in 2023 of approximately $ 1.3 million. Projected cash contributions are an estimate, as actual amounts will be dependent upon the nature and timing of participant settlements, interest rates, as well as prevailing market conditions. DEFINED CONTRIBUTION PLANS We provide a defined contribution plan to all of our eligible employees. Company contributions charged to expense for these plans were $ 2.5 million, $ 2.2 million and $ 2.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The defined contribution plan includes Rayonier common shares with a fair market value of $ 8.3 million and $ 11.0 million at December 31, 2022 and 2021, respectively. As of June 1, 2016, the Rayonier Inc. Common Stock Fund was closed to new contributions. Transfers out of the fund will continue to be permitted, but no new investments or transfers into the fund are allowed. 116 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 19. INCENTIVE STOCK PLANS The Rayonier Incentive Stock Plan (the “Stock Plan”) provides up to 15.8 million shares to be granted for incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units, subject to certain limitations. At December 31, 2022, a total of 1.8 million shares were available for future grants under the Stock Plan. Under the Stock Plan, shares available for issuance are reduced by 1 share for each option or right granted and by 2.27 shares for each performance share, restricted share or restricted stock unit granted. We issue new shares of stock upon the exercise of stock options, the granting of restricted stock, and the vesting of performance shares and restricted stock units. The Stock Plan allows for the cash settlement of the required withholding tax on share or unit awards. A summary of our stock-based compensation cost is presented below: 2022 2021 2020 Selling and general expenses $ 10,767 $ 8,255 $ 6,839 Cost of sales 1,226 816 693 Timber and Timberlands, net (a) 363 206 170 Other operating expense, net (b) — — 324 Total stock-based compensation $ 12,356 $ 9,277 $ 8,026 Tax benefit recognized related to stock-based compensation expense (c) $ 603 $ 487 $ 421 (a) Represents amounts capitalized as part of the overhead allocation of timber-related costs. (b) Represents expense associated with the acceleration of share-based compensation on Pope replacement awards related to qualifying terminations. (c) A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future. FAIR VALUE CALCULATIONS BY AWARD RESTRICTED STOCK & RESTRICTED STOCK UNITS Restricted stock units granted to employees under the Stock Plan generally vest in fourths on the first, second, third and fourth anniversary of the grant date. Periodically, other one-time restricted stock unit grants are issued to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon completion of, a defined period of time. Holders of unvested restricted stock and restricted stock unit awards receive dividend equivalent payments on outstanding awards. Members of the board of directors are granted restricted stock, which vests immediately upon issuance and is subject to certain holding requirements. The fair value of each share granted is equal to the share price of the Company’s stock on the date of grant. We have elected to value each grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest vesting date. As permitted, we do not estimate a forfeiture rate for non-vested shares. Accordingly, unexpected forfeitures will lower stock-based compensation during the period in which they occur. As of December 31, 2022, there was $ 0.1 million of unrecognized compensation cost attributable to our restricted stock. We expect to recognize this cost over a weighted average period of 5 months. As of December 31, 2022, there was $ 7.1 million of unrecognized compensation cost attributable to our restricted stock units. We expect to recognize this cost over a weighted average period of 2.1 years. 117 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) A summary of our restricted stock is presented below: 2022 2021 2020 Restricted shares granted (a) 22,800 22,140 100,452 Weighted average price of restricted shares granted $ 38.60 $ 37.36 $ 23.15 Intrinsic value of restricted stock outstanding (b) $ 620 $ 3,062 $ 4,666 Grant date fair value of restricted stock vested 2,478 3,121 2,755 Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested 708 869 566 (a) The year ended December 31, 2020 includes 69,176 replacement awards issued as a result of the merger with Pope Resources. (b) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2022. 2022 Number of Shares Weighted Average Grant Date Fair Value Non-vested Restricted Shares at January 1, 75,862 $ 29.29 Granted 22,800 38.60 Vested (a) ( 78,607 ) 31.52 Cancelled ( 1,247 ) 24.32 Non-vested Restricted Shares at December 31, 18,808 $ 31.58 (a) The year ended December 31, 2022 includes 3,718 replacement awards vested as a result of acceleration due to qualifying terminations. A summary of our restricted stock units is presented below: 2022 2021 2020 Restricted stock units granted 130,213 129,290 171,409 Weighted average price of restricted stock units granted $ 41.81 $ 33.59 $ 22.58 Intrinsic value of restricted stock units outstanding (a) $ 13,826 $ 15,095 $ 7,801 Grant date fair value of restricted stock units vested 2,475 493 218 Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted stock units vested 1,063 189 47 (a) Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2022. 2022 Number of Shares Weighted Average Grant Date Fair Value Non-vested Restricted Stock Units at January 1, 374,016 $ 28.44 Granted 130,213 41.81 Vested ( 80,857 ) 30.61 Cancelled ( 3,888 ) 33.72 Non-vested Restricted Stock Units at December 31, 419,484 $ 32.12 118 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) PERFORMANCE SHARE UNITS Our performance share units generally vest upon completion of a three-year period. The number of shares, if any, that are ultimately awarded is contingent upon our total shareholder return versus selected peer group companies. The performance share payout is based on a market condition, and as such, the awards are valued using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the vesting period. Additionally, we do not estimate a forfeiture rate for non-vested units. As such, unexpected forfeitures will lower stock-based compensation during the period in which they occur. As of December 31, 2022, there was $ 5.0 million of unrecognized compensation cost related to our performance share unit awards, which is attributable to awards granted in 2020, 2021 and 2022. This cost is expected to be recognized over a weighted average period of 1.6 years. A summary of our performance share units is presented below: 2022 2021 2020 Common shares reserved for performance shares granted during year 193,333 191,203 361,870 Weighted average fair value of performance share units granted $ 45.68 $ 36.10 $ 29.59 Intrinsic value of outstanding performance share units (a) $ 13,123 $ 16,360 $ 11,711 Fair value of performance shares vested 5,549 1,738 3,522 Cash used to purchase common shares from current and former employees to pay withholding tax requirements on performance shares vested 2,454 559 992 (a) Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2022. 2022 Number of Units Weighted Average Grant Date Fair Value Outstanding Performance Share units at January 1, 405,361 $ 33.16 Granted 110,476 45.68 Units Distributed ( 115,167 ) 35.98 Other Cancellations/Adjustments ( 2,514 ) 39.23 Outstanding Performance Share units at December 31, 398,156 $ 35.78 Expected volatility was estimated using daily returns on the Company’s common shares for the three-year period ending on the grant date. The risk-free rate was based on the 3-year U.S. Treasury rate on the date of the award. The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents. Grants made to Vice Presidents and above are subject to a one-year post-vest holding period and include an additional discount for liquidity. The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31: 2022 2021 2020 Expected volatility 38.1 % 35.6 % 32.6 % Risk-free rate 2.6 % 0.4 % 0.3 % Liquidity discount applied to grants with a post-vesting holding restriction (a) 4.2 % 6.3 % n/a (a) One-year post-vest holding requirement began in grant year 2021. 119 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) NON-QUALIFIED EMPLOYEE STOCK OPTIONS The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing market price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is 10 years from the grant date. A summary of the status of our stock options as of and for the year ended December 31, 2022 is presented below: 2022 Number of Shares Weighted Average Exercise Price (per common share) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options outstanding at January 1, 124,170 $ 36.67 Exercised ( 64,762 ) 38.07 Cancelled or expired ( 5,317 ) 35.13 Options outstanding at December 31, 54,091 35.15 0.57 $ 40 Options exercisable at December 31, 54,091 $ 35.15 0.57 $ 40 A summary of additional information pertaining to our stock options is presented below: 2022 2021 2020 Intrinsic value of options exercised (a) $ 300 $ 916 $ 108 Cash received from exercise of options 2,466 5,922 1,368 (a) Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option. As of December 31, 2022, compensation cost related to stock options was fully recognized. 120 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 20. INCOME TAXES Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S. federal or state income tax. As of December 31, 2022, Rayonier owns a 97.9 % int erest in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership. The taxable income or loss generated by the Operating Partnership is passed through and reported to its unitholders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return. Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS. The TRS subsidiaries are subject to U.S. federal and state corporate income tax. The New Zealand timber operations are conducted by the New Zealand subsidiary, which is subject to corporate-level tax at 28% in New Zealand and is treated as a partnership for U.S. income tax purposes. PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS The provision for income taxes for each of the three years ended December 31 follows: 2022 2021 2020 Current U.S. federal ($ 2,797 ) ($ 1,893 ) ($ 237 ) State ( 371 ) ( 536 ) ( 339 ) Foreign ( 2,694 ) ( 11,425 ) ( 5,391 ) ( 5,862 ) ( 13,854 ) ( 5,967 ) Deferred U.S. federal 2,302 ( 6,288 ) 8,355 State 1,693 ( 1,623 ) 325 Foreign ( 3,583 ) ( 2,007 ) ( 3,027 ) 412 ( 9,918 ) 5,653 Changes in valuation allowance ( 3,939 ) 9,111 ( 6,695 ) Total ($ 9,389 ) ($ 14,661 ) ($ 7,009 ) A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate for each of the three years ended December 31 follows: 2022 2021 2020 U.S. federal statutory income tax rate ($ 27,758 ) ( 21.0 ) % ($ 47,280 ) ( 21.0 ) % ($ 7,726 ) ( 21.0 ) % U.S. and foreign REIT income 29,732 22.5 44,316 19.7 16,569 45.0 Matariki Group and Rayonier New Zealand Ltd ( 5,038 ) ( 3.8 ) ( 12,927 ) ( 5.7 ) ( 7,698 ) ( 20.8 ) Change in valuation allowance ( 3,939 ) ( 3.0 ) 9,111 4.0 ( 6,695 ) ( 18.2 ) REIT Built-in Gain ( 2,516 ) ( 1.9 ) ( 2,215 ) ( 1.0 ) — — State Net Operating Loss — — — — 1,118 3.0 Prepaid land sales — — — — ( 1,084 ) ( 2.9 ) Foreign income tax withholding ( 1,239 ) ( 0.9 ) ( 505 ) ( 0.2 ) ( 721 ) ( 2.0 ) Sale of Timber Funds — — ( 2,399 ) ( 1.1 ) — — State Income Tax, Net of Federal Benefit 1,424 1.1 — — — — Bainbridge Landing JV, NCI 2,496 1.8 — — — — Other ( 2,551 ) ( 1.9 ) ( 2,762 ) ( 1.2 ) ( 772 ) ( 2.1 ) Income tax expense as reported for net income ($ 9,389 ) ( 7.1 ) % ($ 14,661 ) ( 6.5 ) % ($ 7,009 ) ( 19.0 ) % The Company’s effective tax rate is below the 21 percent U.S. statutory rate primarily due to tax benefits associated with being a REIT. 121 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) DEFERRED TAXES Deferred income taxes result from differences between the timing of recognizing revenues and expenses for financial book purposes versus income tax purposes. The nature of the temporary differences and the resulting net deferred tax asset/liability for the two years ended December 31 follows: 2022 2021 Gross deferred tax assets: Pension, postretirement and other employee benefits $ 489 $ 597 New Zealand subsidiary 20,753 21,790 CBPC tax credit carry forwards 13,688 13,701 Capitalized real estate costs 2,457 1,656 U.S. TRS net operating loss 23,885 12,489 Land basis difference — 9,061 Other 4,808 5,367 Total gross deferred tax assets 66,080 64,661 Less: Valuation allowance ( 40,844 ) ( 36,904 ) Total deferred tax assets after valuation allowance $ 25,236 $ 27,757 Gross deferred tax liabilities: Accelerated depreciation ( 9 ) ( 46 ) New Zealand subsidiary ( 88,414 ) ( 91,388 ) Other ( 4,558 ) ( 6,059 ) Total gross deferred tax liabilities ( 92,981 ) ( 97,493 ) Net deferred tax liability reported as noncurrent ($ 67,745 ) ($ 69,736 ) Net operating loss (“NOL”) and tax credit carryforwards as of the two years ended December 31 follows: Tax Effected Balance Expiration 2022 U.S. Federal NOL Carryforwards- Post TCJA (a) $ 20,538 None U.S State NOL Carryforwards (b) 3,347 Various Cellulosic Biofuel Producer Credit (c) 13,688 2024 2021 U.S. Federal NOL Carryforwards- Post TCJA (a) $ 10,687 None U.S State NOL Carryforwards (b) 1,802 Various Cellulosic Biofuel Producer Credit (c) 13,701 2023 (a) The Tax Cuts and Jobs Act (TCJA) was signed into law on December 22, 2017. The TCJA lifted the 20-year federal NOL Carryforward period. Net operating losses generated after December 31, 2017 have an indefinite carryforward period. (b) The U.S. state NOL is made up of several jurisdictions that expire in various future years. No state NOL is set to expire before December 31, 2033. (c) The Inflation Reduction Act of 2022 was signed into law on August 16, 2022. The Inflation Reduction Act of 2022 temporarily extended existing fuels tax credits that previously expired or were set to expire at the end of 2023. The Cellulosic Biofuel Producer Credit was one of the credits extended under this act. We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more likely than not that such deferred tax assets will not be realized. Since 2015, we have had a 100 % valuation allowance against the U.S. taxable REIT subsidiary's deferred tax assets, net of deferred tax liabilities. During 2022, the net deferred tax assets increased by $ 4.0 million. As a result, we recorded a change in the valuation allowance of $ 4.0 million related to the U.S. TRS's deferred tax assets, net of liabilities. 122 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) TAX STATUTES The following table provides detail of the tax years that remain open to examination by the IRS and other significant taxing jurisdictions: Taxing Jurisdiction Open Tax Years U.S. Internal Revenue Service 2019 - 2021 New Zealand Inland Revenue 2017 - 2021 TAX CHARACTERISTICS OF DIVIDEND DISTRIBUTIONS The taxable nature of the dividend distributions paid for each of the three years ended December 31 follows: 2022 2021 2020 Total dividends/distributions paid per common share/unit $ 1.125 $ 1.08 $ 1.08 Tax characteristics: Capital gain 100 % 100 % 100 % 21. RESTRICTED CASH Restricted cash, Timber Funds includes the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests. As of December 31, 2022, all proceeds from Fund II Timberland Dispositions have been distributed to noncontrolling interests. Restricted cash, excluding Timber Funds includes cash deposited with a like-kind exchange (“LKE”) intermediary. In order to qualify for LKE treatment, the proceeds from real estate sales must be deposited with a third-party intermediary. These proceeds are accounted for as restricted cash until a suitable replacement property is acquired. In the event LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash. Additionally, restricted cash, excluding Timber Funds, includes 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 years ended December 31: 2022 2021 Restricted cash, excluding Timber Funds: Restricted cash deposited with LKE intermediary $ 527 — Restricted cash held in escrow 625 625 Total restricted cash shown in the Consolidated Balance Sheets, excluding Timber Funds 1,152 625 Restricted cash shown in the Consolidated Balance Sheets, Timber Funds — 6,341 Cash and cash equivalents 114,255 362,173 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 115,407 $ 369,139 22. ASSETS HELD FOR SALE Assets held for sale is composed of properties not included in inventory which are under contract and expected to be sold within the next 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9. As of December 31, 2022 and December 31, 2021, the basis in properties meeting this classification was $ 0.7 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. 123 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 23. OTHER ASSETS The following table provides the composition of Other assets for the two years ended December 31: 2022 2021 Long-term derivative contracts (a) $ 76,216 $ 11,796 Patronage equity (b) 7,872 7,322 Goodwill (b) 7,863 8,457 Pacific Northwest long-term prepaid roads (b) 5,857 4,131 New Zealand long-term secondary roads (b) 6,971 6,730 Capitalized software costs (b) 5,795 3,117 Carbon credits (c) 1,086 1,956 Rabbi trusts related to the Executive Severance Pay Plan (d) 1,869 1,844 Deferred financing costs related to revolving debt (b) 854 1,104 Long-term prepaid stumpage (b) 713 1,461 Long-term deposits 212 1,896 Other 173 1,152 Total $ 115,481 $ 50,966 (a) See Note 1 — Summary of Significant Accounting Policies and Note 8 — Derivative Financial Instruments and Hedging Activitie s for further information on derivatives including their classification on the Consolidated Balance Sheets. (b) See Note 1 — Summary of Significant Accounting Policies for additional information. (c) See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits. (d) The Executive Severance Pay Plan provides benefits to eligible executives in the event of a change in control of the Company. Changes in goodwill for the years ended December 31, 2022 and 2021 were: 2022 2021 Balance, January 1 (net of $ 0 of accumulated impairment) $ 8,457 $ 8,943 Changes to carrying amount Acquisitions — — Impairment — — Foreign currency adjustment ( 594 ) ( 486 ) Balance, December 31 (net of $ 0 of accumulated impairment) $ 7,863 $ 8,457 Changes in the basis of carbon credits for the years ended December 31, 2022 and 2021 were: 2022 2021 Balance, January 1 $ 1,956 $ 1,346 Changes to carrying amount Acquisitions — 698 Sales ( 309 ) — Transfers to inventory ( 474 ) Foreign currency adjustment ( 87 ) ( 88 ) Balance, December 31 (net of $ 0 of accumulated impairment) $ 1,086 $ 1,956 124 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 24. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table summarizes the changes in AOCI by component for the years ended December 31, 2022 and 2021. All amounts are presented net of tax and exclude portions attributable to noncontrolling interests. Foreign currency translation gains/(losses) Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P. Allocation of Operating Partnership Total Rayonier Inc. Balance as of December 31, 2020 $ 22,702 $ 1,321 ($ 71,056 ) ($ 24,312 ) ($ 71,345 ) ($ 2,540 ) ($ 73,885 ) Other comprehensive (loss) income before reclassifications ( 18,487 ) — 44,899 (a) 11,302 37,714 — 37,714 Amounts reclassified from accumulated other comprehensive income (loss) — — 16,994 1,174 (b) 18,168 ( 1,601 ) 16,567 Net other comprehensive (loss) income ( 18,487 ) — 61,893 12,476 55,882 ( 1,601 ) 54,281 Balance as of December 31, 2021 $ 4,215 $ 1,321 ($ 9,163 ) ($ 11,836 ) ($ 15,463 ) ($ 4,141 ) ($ 19,604 ) Other comprehensive (loss) income before reclassifications ( 22,282 ) — 78,166 (a) 874 56,758 ( 1,323 ) 55,435 Amounts reclassified from accumulated other comprehensive (loss) income — — ( 1,799 ) 753 (b) ( 1,046 ) 1,028 ( 18 ) Net other comprehensive (loss) income ( 22,282 ) — 76,367 1,627 55,712 ( 295 ) 55,417 Balance as of December 31, 2022 ($ 18,067 ) $ 1,321 $ 67,204 ($ 10,209 ) $ 40,249 ($ 4,436 ) $ 35,813 (a) The years ended December 31, 2022 and December 31, 2021 include $ 75.0 million and $ 52.5 million, respectively, of other comprehensive income related to interest rate products. See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information. (b) This component of other comprehensive income (loss) is included in the computation of net periodic pension and post-retirement costs. See Note 18 — 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 years ended December 31, 2022 and 2021: Details about accumulated other comprehensive loss components Amount reclassified from accumulated other comprehensive loss Affected line item in the income statement 2022 2021 Realized (gain) loss on foreign currency exchange contracts ($ 7,682 ) $ 2,974 Other operating income (expense), net Realized loss on foreign currency option contracts — 1,177 Other operating income (expense), net Noncontrolling interest 1,768 ( 955 ) Comprehensive (income) loss attributable to noncontrolling interests Realized loss on interest rate contracts 2,459 14,694 Interest expense Income tax effect from net loss (gain) on foreign currency contracts 1,656 ( 896 ) Income tax expense Net (gain) loss on cash flow hedges reclassified from accumulated other comprehensive income ($ 1,799 ) $ 16,994 125 RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollar amounts in thousands unless otherwise stated) 25. 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 exceeded agreed price thresholds (the “Mattamy Contract”). In May 2021, we entered into an amendment to the original agreement, which sold additional lots to Mattamy for an aggregate base purchase price of $ 1.0 million. The Mattamy contract also included marketing fee revenue based on a percentage of the sales price of each finished home. In September 2020, Keith Bass, a member of our Board of Directors, was named the Chief Executive Officer of Mattamy Homes US. Following this development, the Mattamy Contract and the ongoing obligations therein, were reviewed by the Nominating and Corporate Governance Committee in accordance with established policies and procedures regarding the authorization and approval of transactions with related parties. The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated Statements of Income and Comprehensive Income for the three years ended December 31: Related Party Transaction Location on Statement of Income and Comprehensive Income 2022 2021 2020 Mattamy Contract Sales (a) $ 916 $ 2,656 $ 1,354 (a) The years ended December 31, 2021 and December 31, 2020 exclude approximately $ 0.3 million and $ 0.1 million, respectively, of cash received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees. As of December 31, 2022, all lots under contract have been sold and all consideration has been received from Mattamy. 126 Table of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.