RAYONIER INC 10-K

Item 9A. CONTROLS AND PROCEDURES Rayonier Inc. DISCLOSURE CONTROLS AND PROCEDURES Rayonier management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by the Company in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s ru les and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appro priate to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved. Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of December 31, 2022. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING In the year ended December 31, 2022, based upon the evaluation required by paragraph (d) of Rule 13a-15, there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting. Rayonier, L.P. DISCLOSURE CONTROLS AND PROCEDURES The Operating Partnership is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by Rayonier, L.P. in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s ru les and forms and (2) accumulated and communicated to our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, as appro priate to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved. Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of December 31, 2022. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING In the year ended December 31, 2022, based upon the evaluation required by paragraph (d) of Rule 13a-15, there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting. Item 9B. OTHER INFORMATION Not applicable. 127 Table of Contents Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 128 Table of Contents PART III Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2023 Annual Meeting of Shareholders (the “Proxy Statement”). We will make the Proxy Statement available on our website at www.rayonier.com as soon as it is filed with the SEC. Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE A list of our executive officers and their biographical information are found in Item 1 in this Annual Report on Form 10-K . Additional information required by this Item with respect to directors and other governance matters is incorporated herein by reference from the sections and subsections entitled “Proposal No. 1 - Election of Directors,” “Corporate Governance,” “Named Executive Officers” and “Report of the Audit Committee” in the Proxy Statement. Our Standard of Ethics and Code of Corporate Conduct, which is applicable to our principal executive, financial and accounting officers, is available on our website, www.rayonier.com . Any amendments to or waivers of the Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website. Item 11. EXECUTIVE COMPENSATION The information called for by Item 11 is incorporated herein by reference from the section and subsections entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation; Processes and Procedures” and “Report of the Compensation and Management Development Committee” in the Proxy Statement. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information called for by Item 12 is incorporated herein by reference from the section and subsections entitled “Ownership of and Trading in our Shares,” “Share Ownership of Certain Beneficial Owners,” “Share Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in the Proxy Statement. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information called for by Item 13 is incorporated herein by reference from the section and subsections entitled “Proposal No. 1 - Election of Directors,” “Director Independence” and “Related Person Transactions” in the Proxy Statement. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information called for by Item 14 is incorporated herein by reference from the subsection entitled “Information Regarding Independent Registered Public Accounting Firm” in the Proxy Statement. 129 Table of Contents PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Documents filed as a part of this report: (i) See Index to Financial Statements on page 58 for a list of the financial statements filed as part of this report. (ii) Financial Statement Schedules: SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2022, 2021, and 2020 (In Thousands) Description Balance at Beginning of Year Additions Charged to Cost and Expenses Deductions Balance at End of Year Allowance for doubtful accounts: Year ended December 31, 2022 $ 59 $ 15 — $ 74 Year ended December 31, 2021 25 34 — 59 Year ended December 31, 2020 24 1 — 25 Deferred tax asset valuation allowance: Year ended December 31, 2022 $ 36,904 $ 3,940 (b) — $ 40,844 Year ended December 31, 2021 46,015 — ( 9,111 ) (a) 36,904 Year ended December 31, 2020 39,320 6,695 (b) — 46,015 (a) The 2021 decrease in the valuation allowance is due to a reduction in TRS deferred tax assets. (b) The 2020 and 2022 increase in the valuation allowance is due to an increase in TRS deferred tax assets. All other financial statement schedules have been omitted because they are not applicable, the required matter is not present or the required information has otherwise been supplied in the financial statements or the notes thereto. (i) See Exhibit Index for a list of the exhibits filed or incorporated herein as part of this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780. Item 16. FORM 10-K SUMMARY None. 130 Table of Contents EXHIBIT INDEX The following is a list of exhibits filed as part of the Form 10-K. As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or its consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument. Exhibit No. Description Location 2.1 Contribution, Conveyance and Assumption Agreement dated December 18, 2003 by and among Rayonier Inc., Rayonier Timberlands Operating Company, L.P., Rayonier Timberlands, L.P., Rayonier Timberlands Management, LLC, Rayonier Forest Resources, LLC, Rayland, LLC, Rayonier TRS Holdings Inc., Rayonier Minerals, LLC, Rayonier Forest Properties, LLC, Rayonier Wood Products, LLC, Rayonier Wood Procurement, LLC, Rayonier International Wood Products, LLC, Rayonier Forest Operations, LLC, Rayonier Properties, LLC and Rayonier Performance Fibers, LLC Incorporated by reference to Exhibit 10.1 to the Registrant’s January 15, 2004 Form 8-K 2.2 Contribution, Conveyance and Assumption Agreement, dated July 29, 2010, between Rayonier Inc. and Rayonier Operating Company LLC Incorporated by reference to Exhibit 10.7 to the Registrant’s June 30, 2010 Form 10-Q 2.3 Separation and Distribution Agreement, dated May 28, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc.** Incorporated by reference to Exhibit 2.1 to the Registrant’s May 30, 2014 Form 8-K 2.4 Agreement and Plan of Merger, dated as of January 14, 2020, by and among Rayonier Inc., Rayonier Operating Company LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a Delaware limited partnership, Pope MGP, Inc. and Pope EGP, Inc. Incorporated by reference to Exhibit 2.1 to the Registrant’s January 15, 2020 Form 8-K 2.5 Amendment No. 1, dated as of April 1, 2020, to the Agreement and Plan of Merger, by and among Rayonier Inc., Rayonier, L.P., Rayonier Operating Company LLC, Rayonier Operating Holdings, LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a Delaware limited partnership, Pope MGP, Inc. and Pope EGP, Inc. Incorporated by reference to Exhibit 2.1 to the Registrant’s April 1, 2020 Form 8-K 2.6 Purchase and Sale Agreement, dated as of October 21, 2022, by and among Rayonier Operating LLC, John Hancock Life Insurance Company (U.S.A.), and First American Title Insurance Company**,*** Filed herewith 2.7 Purchase and Sale Agreement, dated as of November 2, 2022, by and among Rayonier Operating Company, LLC, and John Hancock Life Insurance Company (U.S.A)**,*** Filed herewith 2.8 First Amendment to Purchase and Sale Agreement, dated as of December 13, 2022, by and among Rayonier Operating Company, LLC, and John Hancock Life Insurance Company (U.S.A)*** Filed herewith 3.1 Amended and Restated Articles of Incorporation Incorporated by reference to Exhibit 3.1 to the Registrant’s May 23, 2012 Form 8-K 3.2 By-Laws Incorporated by reference to Exhibit 3.2 to the Registrant’s October 21, 2009 Form 8-K 3.3 Limited Liability Company Agreement of Rayonier Operating Company LLC Incorporated by reference to Exhibit 3.3 to the Registrant’s June 30, 2010 Form 10-Q Table of Contents Exhibit No. Description Location 3.4 Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 8, 2020 Incorporated by reference to Exhibit 3.1 to the Registrant’s May 13, 2020 Form 8-K 3.5 Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 21, 2021 Incorporated by reference to Exhibit 3.1 to the Registrant's June 30, 2021 Form 10-Q 4.1 Indenture among Rayonier, L.P., Rayonier Inc., the guarantors party thereto from time to time and The Bank of New York Mellon, N.A., as Trustee, dated as of September 9, 2020 Incorporated by reference to Exhibit 4.8 to the Registrant’s September 10, 2020 Registration Statement on Form S-3 4.2 First Supplemental Indenture, dated May 17, 2021, among Rayonier, L.P., as issuer, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee Incorporated by reference to Exhibit 4.2 to the Registrant's May 17, 2021 Form 8-K 4.3 Form of Note for 2.750% Senior Notes due 2031 (contained in Exhibit A to Exhibit 4.2) Incorporated by reference to Exhibit 4.2 to the Registrant's May 17, 2021 Form 8-K 4.4 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Incorporated by reference to Exhibit 4.7 to the Registrant's December 31, 2020 Form 10-K 10.1 Rayonier Investment and Savings Plan for Salaried Employees effective March 1, 1994, amended and restated effective April 1, 2015 and further amended effective September 8, 2015* Incorporated by reference to Exhibit 10.2 to the Registrant’s December 31, 2015 Form 10-K 10.2 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of June 1, 2016, executed February 25, 2016* Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2016 Form 10-Q 10.3 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of June 1, 2016, executed June 13, 2016* Incorporated by reference to Exhibit 10.3 to the Registrant’s December 31, 2019 Form 10-K 10.4 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2017, executed January 17, 2017* Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2017 Form 10-Q 10.5 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2017, executed July 20, 2017* Incorporate by reference to Exhibit 10.1 to the Registrant’s June 30, 2017 Form 10-Q 10.6 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of April 1, 2017, executed December 7, 2016* Incorporated by reference to Exhibit 10.6 to the Registrant’s December 31, 2019 Form 10-K 10.7 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of October 1 2017, executed November 9, 2017* Incorporated by reference to Exhibit 10.6 to the Registrant’s December 31, 2017 Form 10-K 10.8 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of November 1, 2018, executed December 21, 2018* Incorporated by reference to Exhibit 10.7 to the Registrant’s December 31, 2018 Form 10-K 10.9 Amended and Restated Retirement Plan for Salaried Employees of Rayonier Inc. effective January 1, 2014* Incorporated by reference to Exhibit 10.9 to the Registrant’s December 31, 2015 Form 10-K 10.10 First Amendment to the Retirement Plan for Salaried Employees of Rayonier Inc. effective as of December 31, 2016* Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2016 Form 10-Q Table of Contents Exhibit No. Description Location 10.11 Rayonier Inc. Excess Benefit Plan, as amended* Incorporated by reference to Exhibit 10.2 to the Registrant’s June 30, 2010 Form 10-Q 10.12 Form of Rayonier Outside Directors Compensation Program/Cash Deferral Option Agreement* Incorporated by reference to Exhibit 10.24 to the Registrant’s December 31, 2006 Form 10-K 10.13 Trust Agreement for the Rayonier Inc. Legal Resources Trust* Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2014 Form 10-Q 10.14 Amended and Restated Master Shareholder Agreement in Relation to Matariki Forests Australia PTY Limited, Matariki Forestry Group and Matariki Forests, dated February, 2010, by and among SAS Trustee Corporation, Deutche Asset Management (Australia) Limited, Rayonier Canterbury LLC, Rayonier New Zealand Limited, Cameron and Company Limited, Matariki Forests Australia Pty Limited, Matariki Forestry Group and Matariki Forests Incorporated by reference to Exhibit 10.14 to the Registrant’s December 31, 2019 Form 10-K 10.15 Deed of Amendment and Restatement of Shareholder Agreement, dated March 31, 2016, by and among Rayonier Canterbury LLC, Waimarie Forests Pty Limited, Matariki Forestry Group, Matariki Forests and Phaunos Timber Fund Limited Incorporated by reference to Exhibit 10.15 to the Registrant’s December 31, 2019 Form 10-K 10.16 Intellectual Property Agreement, dated June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. Incorporated by reference to Exhibit 10.4 to the Registrant’s June 30, 2014 Form 8-K 10.17 Form of Indemnification Agreement between Rayonier Inc. and its Officers and Directors* Incorporated by reference to Exhibit 10.8 to the Registrant’s June 30, 2014 Form 10-Q 10.18 Form of Indemnification Agreement between Rayonier Inc. and its Officers Incorporated by reference to Exhibit 10.18 to the Registrant’s December 31, 2019 Form 10-K 10.19 Rayonier Incentive Stock Plan, as amended* Incorporate by reference to Exhibit 10.1 to the Registrant’s September 30, 2020 Form 10-Q 10.20 Form of Rayonier Incentive Stock Plan Non-Qualified Stock Option Award Agreement* Incorporated by reference to Exhibit 10.19 to the Registrant’s December 31, 2008 Form 10-K 10.21 Form of Rayonier Incentive Stock Plan Restricted Stock Award Agreement* Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2015 Form 10-Q 10.22 2019 Performance Share Award Program* Incorporated by reference to Exhibit 10.18 to the Registrant’s December 31, 2019 Form 10-K 10.23 2020 Performance Share Award Program* Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2020 Form 10-Q 10.24 2021 Performance Share Award Program* Incorporated by reference to Exhibit 10.1 to the Registrant's March 31, 2021 Form 10-Q 10.25 2022 Performance Share Award Program* Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2022 Form 10-Q 10.26 Rayonier Inc. Supplemental Savings Plan effective March 1, 2016* Incorporated by reference to Exhibit 10.2 to the Registrant’s March 31, 2016 Form 10-Q Table of Contents Exhibit No. Description Location 10.27 Credit Agreement dated as of August 5, 2015 among Rayonier Inc., Rayonier TRS Holdings Inc. and Rayonier Operating Company LLC, as Borrowers, CoBank, ACB as Administrative Agent, Swing Line Lender and Issuing Bank, JPMorgan Chase Bank, N.A. and Farm Credit of Florida, ACA as Co-Syndication Agents, Credit Suisse AG and SunTrust Bank as Co-Documentation Agents and CoBank, ACB as Sole Lead Arranger and Sole Bookrunner Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2016 Form 10-Q 10.28 Second Amendment to Credit Agreement, dated as of April 1, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc. and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank Incorporated by reference to Exhibit 10.4 to the Registrant’s March 31, 2020 Form 10-Q 10.29 Annex A to Second Amendment to Credit Agreement Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2020 Form 10-Q 10.30 First Amendment and Incremental Term Loan Agreement dated as of April 28, 2016, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, as Borrowers, CoBank, ACB, as Administrative Agent and the several banks, financial institutions and other institutional lenders party thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s May 2, 2016 Form 8-K 10.31 Third Amendment and Incremental Term Loan Agreement, dated as of April 16, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent Incorporated by reference to Exhibit 10.7 to the Registrant’s March 31, 2020 Form 10-Q 10.32 Fourth Amendment and Incremental Term Loan Agreement, dated as of June 1, 2021, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier L.P., as borrowers, the several banks, financial institutions and other lenders party thereto and CoBank, ACB, as administrative agent Incorporated by reference to Exhibit 10.1 to the Registrant's June 1, 2021 Form 8-K 10.33 2016 Guarantee Agreement dated as of April 28, 2016 among Rayonier Inc., Rayonier TRS Holdings Inc. and COBANK, ACB, as Administrative Agent Incorporated by reference to Exhibit 10.2 to the Registrant’s May 2, 2016 Form 8-K 10.34 Amended and Restated Executive Severance Pay Plan effective as of October 2020* Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2020 Form 10-Q 10.35 Trust Agreement for the Rayonier Inc. Executive Severance Pay Plan* Incorporated by reference to Exhibit 10.26 to the Registrant’s December 31, 2001 Form 10-K 10.36 Amendment to Trust Agreement for the Rayonier Inc. Executive Severance Plan* Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2014 Form 10-Q 10.37 LTI Supplemental Terms Vesting in Event of Retirement* Incorporated by reference to Exhibit 10.30 to the Registrant’s December 31, 2019 Form 10-K 10.38 Rayonier Incentive Stock Plan Restricted Stock Unit Award Agreement, dated 2019* Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2019 Form 10-K 10.39 Rayonier Non-Equity Incentive Plan, as amended, Effective as of January 1, 2020* Incorporated by reference to Exhibit 10.32 to the Registrant’s December 31, 2019 Form 10-K Table of Contents Exhibit No. Description Location 10.40 Rayonier Incentive Stock Plan Performance Share Award Agreement* Incorporated by reference to Exhibit 10.35 to the Registrant's December 31, 2020 Form 10-K 40.41 Accordion Increase Agreement, dated as of April 13, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank Incorporated by reference to Exhibit 10.6 to the Registrant’s March 31, 2020 Form 10-Q 10.42 Tax Protection Agreement, dated as of May 8, 2020, by and among Rayonier Inc., Rayonier, L.P. and Pope Resources, A Delaware Limited Partnership Incorporated by reference to Exhibit 10.1 to the Registrant’s May 13, 2020 Form 8-K 10.43 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of April 1, 2020, executed March 23, 2020* Incorporated by reference to Exhibit 10.7 to the Registrant’s June 30, 2020 10-Q 10.44 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of May 8, 2020, executed May 4, 2020* Incorporated by reference to Exhibit 10.8 to the Registrant’s June 30, 2020 10-Q 10.45 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of May 8, 2020, executed May 8, 2020* Incorporated by reference to Exhibit 10.9 to the Registrant’s June 30, 2020 10-Q 10.46 Pope Resources 2005 Unit Incentive Plan* Incorporated by reference to Exhibit 4.3 to the Registrant’s May 8, 2020 Registration Statement on Form S-8 10.47 Rayonier Investment and Savings Plan for Salaried Employees effective March 1, 1994, amended and restated effective March 1, 2022* Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2022 Form 10-Q 10.48 Fifth Amendment, Incremental Term Loan Agreement and Amendment to Guarantee Agreement, dated as of December 14, 2022, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB, as administrative agent Incorporated by reference to Exhibit 10.1 to the Registrant’s December 14, 2022 Form 8-K 21.1 List of subsidiaries of Rayonier Inc Filed herewith 21.2 List of subsidiaries of Rayonier, L.P. Filed herewith 22.1 List of Guarantor Subsidiaries Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2022 Form 10-Q 23.1 Rayonier Inc. - Consent of Ernst & Young LLP Filed herewith 23.2 Rayonier, L.P. - Consent of Ernst & Young LLP Filed herewith 24 Powers of attorney Filed herewith 31.1 Rayonier Inc. - Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Rayonier Inc. - Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14-(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith Table of Contents Exhibit No. Description Location 31.3 Rayonier, L.P. - Chief Executive Officer’s Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.4 Rayonier, L.P - Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Rayonier Inc. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 32.2 Rayonier, L.P. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 101 The following financial information from Rayonier Inc. and Rayonier, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier Inc.; (ii) the Consolidated Balance Sheets as of December 31, 2022 and 2021 of Rayonier Inc.; (iii) the Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier Inc.; (iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier Inc.; (v) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier, L.P.; (vi) the Consolidated Balance Sheets as of December 31, 2022 and 2021 of Rayonier, L.P.; (vii) the Consolidated Statements of Changes in Capital for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier, L.P.; (viii) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 of Rayonier, L.P..; and (ix) the Notes to the Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. Filed herewith 104 The cover page from the Company’s Annual Report on Form 10-K from the fiscal year ended December 31, 2022, formatted in Inline XBRL (included as Exhibit 101) Filed herewith * Management contract or compensatory plan. ** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplemental copies of any such schedules or attachments to the U.S. Securities and Exchange Commission (the “SEC”) upon its request. *** Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RAYONIER INC. By: / s / MARK MCHUGH Mark McHugh President and Chief Financial Officer (Duly Authorized Officer, Principal Financial Officer) RAYONIER, L.P. By: / s / MARK MCHUGH Mark McHugh President and Chief Financial Officer (Duly Authorized Officer, Principal Financial Officer) February 24, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Rayonier Inc., for itself and in its capacity as General Partner of Rayonier, L.P., and in the capacities and on the dates indicated. Exhibit 24 is incorporated by reference herein. Signature Title Date /s/ DAVID L. NUNES Chief Executive Officer February 24, 2023 David L. Nunes (Principal Executive Officer) /s/ MARK MCHUGH President and Chief Financial Officer February 24, 2023 Mark McHugh (Principal Financial Officer) /s/ APRIL TICE Vice President and Chief Accounting Officer February 24, 2023 April Tice (Principal Accounting Officer) * Chairman of the Board Dod A. Fraser * Director Keith E. Bass * Director Ann C. Nelson * Director Scott R. Jones * Director V. Larkin Martin * Director Meridee A. Moore * Director Matthew J. Rivers * Director Andrew G. Wiltshire * Director Gregg A. Gonsalves *By: /s/ MARK R. BRIDWELL February 24, 2023 Mark R. Bridwell Attorney-In-Fact 137