What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-05-05 compared with 2022-11-04 · 158 added, 362 removed, 483 unchanged (52% of the section changed)

16 unchanged sentences

While management believes that these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements.

The risk factors contained in Item 1A — Risk Factors in our 2021 Form 10-K, Part II, Item 1A — Risk Factors in this report and similar discussions included in other reports that we subsequently file with the SEC, among others, could cause actual results or events to differ materially from our historical experience and those expressed in forward-looking statements made in this document.

The risk factors contained in Item 1A — Risk Factors in our 2022 Form 10-K, Part II, and similar discussions included in other reports that we subsequently file with the SEC, among others, could cause actual results or events to differ materially from our historical experience and those expressed in forward-looking statements made in this document.

Forward-looking statements are only as of the date they are made, and we undertake no duty to update our forward-looking statements except as required by law.

13 unchanged sentences

Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading.

As of September 30, 2022, we owned or leased under long-term agreements approximately 2.7 million acres of timberlands located in the U.S.

As of March 31, 2023, we owned or leased under long-term agreements approximately 2.8 million acres of timberlands located in the U.S.

South (1.91 million acres), U.S.

1 unchanged sentence

SEGMENT INFORMATION

The Southern Timber, Pacific Northwest Timber and New Zealand Timber segments include all activities related to the harvesting of timber and other non-timber income activities, such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and carbon credit sales.

The Southern Timber, Pacific Northwest Timber and New Zealand Timber segments include all activities related to the harvesting of timber and other non-timber income activities, such as the licensing of properties for hunting, granting land access for carbon capture and storage, the leasing of properties for mineral extraction and cell towers, and carbon credit sales.

Our New Zealand operations are conducted by Matariki Forestry Group, a joint venture (the “New Zealand subsidiary”), in which we maintain a 77% ownership interest.

16 unchanged sentences

With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, and to a lesser extent wood pellet markets.

Our Pacific Northwest Timber segment relies primarily on domestic customers but also exports a significant volume of timber, particularly to China.

Our Pacific Northwest Timber segment relies primarily on domestic customers but also exports a significant volume of timber, particularly to Japan and China.

The Southern Timber and Pacific Northwest Timber segments rely on the strength of U.S.

3 unchanged sentences

dollar terms.

During 2022, global log and lumber markets have experienced increased volatility due in part to Russia’s invasion of Ukraine and subsequent sanctions placed on Russia.

While we do not expect our operations to be directly impacted by the conflict at this time, changes in global wood and commodity flows could impact the markets in which we operate.

As the current COVID-19 pandemic continues to evolve, the expected duration and extent of economic disruption resulting from the pandemic remain uncertain.

Local, state and national governments continue to evaluate policies and restrictions in order to mitigate the spread of COVID-19.

Government-mandated shutdowns or shelter-in-place orders in markets in which we operate could negatively impact our results.

Further, prolonged periods of lower overall business activity as a result of COVID-19 could cause significant damage to the underlying economy, which would likely impact timber markets.

In the first quarter, each of our timber segments experienced challenging market conditions due to weaker end-market demand and continued macroeconomic headwinds.

In our Southern Timber segment, weaker demand for pulp and lumber coupled with drier weather conditions led to lower net stumpage prices.

In our Pacific Northwest Timber segment, softer domestic lumber demand and decreased competition from export markets negatively impacted domestic sawtimber prices.

In our New Zealand Timber segment, weaker demand in China has driven lower export sawtimber prices.

We are also subject to the risk of price fluctuations in certain of our cost components, primarily logging and transportation (cut and haul), ocean freight and demurrage costs.

3 unchanged sentences

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, fire prevention and real estate commissions and closing costs.

Our Real Estate segment is impacted by changes in interest and mortgage rates.

Recent increases in the federal funds interest rate by the U.S.

Federal Reserve and the corresponding impact on mortgage rates will likely impact the affordability of the properties we sell.

As a result, we expect that demand for our rural and development real estate properties could moderate if interest rates remain elevated or increase further.

Our Real Estate segment is exposed to changes in interest and mortgage rates as higher rates could negatively impact buyer demand for the properties we sell.

However, current demand for our rural and development real estate properties has not been significantly impacted by the rise in interest rates from year ago levels.

For additional information on market conditions impacting our business, see Results of Operations .

4 unchanged sentences

For a full description of our critical accounting policies, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Form 10-K.

REVENUE RECOGNITION

See Note 1 – Basis of Presentation .

DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD

3 unchanged sentences

Southern Timber, Pacific Northwest Timber and New Zealand Timber.

The following tables provide a breakdown of our timberland holdings as of September 30, 2022 and December 31, 2021:

(acres in 000s) As of September 30, 2022

The following tables provide a breakdown of our timberland holdings as of March 31, 2023 and December 31, 2022:

(acres in 000s) As of March 31, 2023

As of December 31, 2022

16 unchanged sentences

(a) Represents legal acres owned and leased by the New Zealand subsidiary, in which we own a 77% interest.

As of September 30, 2022, legal acres in New Zealand consisted of 297,000 plantable acres and 120,000 non-productive acres.

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2021 to September 30, 2022:

As of March 31, 2023, legal acres in New Zealand consisted of 297,000 plantable acres and 122,000 non-productive acres.

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2022 to March 31, 2023:

(acres in 000s) Acres Owned

December 31, 2022

Acquisitions Sales Other September 30, 2022

Acquisitions Sales Other March 31, 2023

Alabama 258 — — — 258

15 unchanged sentences

December 31, 2022

New Leases Sold/Expired Leases (a) Other September 30, 2022

New Leases Sold/Expired Leases (a) Other March 31, 2023

Alabama 14 — (9) — 5

14 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

Financial Information (in millions) 2023 2022

2 unchanged sentences

New Zealand Timber 44.1 51.4

Timber Funds (a) — 94.5 — 128.1

Improved Development 4.8 5.0

Unimproved Development — 37.5 — 37.5

Rural 6.5 16.9

Timberland & Non-Strategic 1.6 11.4

Conservation Easement — — — 3.9

Deferred Revenue/Other (b) 3.2 1.1 3.5 (3.4)

Large Dispositions — 20.0 — 56.0

Deferred Revenue/Other (a) 3.3 0.9

Total Real Estate 16.3 34.2

2 unchanged sentences

Total Sales $179.1 $222.0

Operating Income

Operating Income (Loss)

Southern Timber $22.2 $30.3

Pacific Northwest Timber (3.5) 6.6

New Zealand Timber 9.3 13.3 22.7 48.0

Timber Funds (a) — 41.3 — 44.8

Real Estate (b)(c) 15.7 60.6 37.0 112.8

New Zealand Timber (b) (0.7) 5.4

Real Estate (a) 0.9 10.2

Trading 0.3 0.4

1 unchanged sentence

Operating Income 10.6 45.3

Interest expense, interest income and other (7.8) (10.0) (25.5) (34.1)

Interest expense, interest income and other (c) (2.1) (8.8)

Income tax expense (1.1) (5.5)

Net Income 7.4 31.0

Net income attributable to noncontrolling interests in consolidated affiliates (d) (10.8) (32.5) (12.4) (40.8)

Net loss (income) attributable to noncontrolling interests in consolidated affiliates 1.1 (1.0)

Net Income Attributable to Rayonier, L.P.

$21.1 $78.0 $75.7 $148.2

Net income attributable to noncontrolling interests in the operating partnership (0.2) (0.7)

Net Income Attributable to Rayonier Inc.

$20.6 $75.8 $74.0 $143.9

Adjusted EBITDA (e)

Adjusted EBITDA (d)

Southern Timber $42.8 $48.4

1 unchanged sentence

New Zealand Timber 6.1 10.4

Timber Funds — 0.5 — 2.8

Real Estate 6.6 24.7

2 unchanged sentences

Total Adjusted EBITDA $54.7 $98.1

(a) The three and nine months ended September 30, 2021 includes sales and operating income of $87.1 million and $36.0 million, respectively, from Fund II Timberland Dispositions.

(b) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(c) The three and nine months ended September 30, 2022 includes $16.0 million of equity income related to the multi-family apartment complex sale in Bainbridge Island, Washington.

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

(d) The three and nine months ended September 30, 2021 includes a $28.8 million gain from Fund II Timberland Dispositions.

(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

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

(b) The three months ended March 31, 2023 includes a $2.3 million timber write-off resulting from a casualty event.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

Three Months Ended

September 30, Nine Months Ended

September 30,

Southern Timber Overview 2023 2022

31 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

Pacific Northwest Timber Overview 2023 2022

1 unchanged sentence

Pulpwood 77 76

Sawtimber 248 279 974 1,066

Domestic Sawtimber (a) 284 426

Export Sawtimber 23 3

Total Volume 384 505

4 unchanged sentences

% Export Volume (vs.

Total Volume) (a) 12 % 20 % 10 % 16 %

Total Volume) (b) 13 % 5 %

Delivered Log Pricing (in dollars per ton)

Pulpwood $48.23 $37.69

Sawtimber 117.86 107.56 112.65 97.79

Domestic Sawtimber 93.12 105.82

Export Sawtimber (c) 163.16 92.07

Weighted Average Log Price $88.17 $95.35

6 unchanged sentences

Total Sales $34.4 $46.3

Operating Income $2.2 $2.1 $11.7 $5.3

(+) Timber write-offs resulting from a casualty event (b) 1.1 — 1.1 —

Operating (Loss) Income ($3.5) $6.6

(+) Depreciation, depletion and amortization 10.6 14.9

Adjusted EBITDA (c) $12.6 $12.5 $48.4 $44.1

Adjusted EBITDA (d) $7.1 $21.5

Period-End Acres (in thousands) 474 486

Sawtimber (in dollars per MBF) (d) $860 $803 $866 $758

(a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.

(b) Timber write-offs resulting from a casualty event include the write-off of merchantable and pre-merchantable timber volume destroyed by casualty events which cannot be salvaged.

(d) Delivered Sawtimber excluding chip-n-saw.

Sawtimber (in dollars per MBF) (e) $730 $849

(a) Includes volumes sold to third-party exporters.

(b) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.

(c) Prior to Q4 2022, pricing reflects the transfer of logs on an FOB basis, while periods after Q4 2022 reflect pricing on a CFR basis (i.e., inclusive of export costs and freight).

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

(e) Delivered Sawtimber excluding chip-n-saw.

Three Months Ended

September 30, Nine Months Ended

September 30,

New Zealand Timber Overview 2023 2022

23 unchanged sentences

Total Sales $44.1 $51.4

Operating Income $9.3 $13.3 $22.7 $48.0

Operating (Loss) Income ($0.7) $5.4

(+) Timber write-off resulting from a casualty event (b) 2.3 —

(+) Depreciation, depletion and amortization 4.5 5.0

Adjusted EBITDA (b) $15.6 $19.9 $40.8 $68.7

Adjusted EBITDA (c) $6.1 $10.4

New Zealand Dollar to U.S.

Dollar Exchange Rate (c) 0.6223 0.7017 0.6479 0.7125

Dollar Exchange Rate (d) 0.6300 0.6680

Net Plantable Period-End Acres (in thousands) 297 297

3 unchanged sentences

(a) Percentage of export volume includes direct exports through our log export program.

(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

(b) Timber write-off resulting from a casualty event includes the write-off of merchantable and pre-merchantable timber volume damaged by a casualty event which cannot be salvaged.

(d) Represents the period-average rate.

Three Months Ended

September 30, Nine Months Ended

September 30,

Real Estate Overview 2023 2022

Sales (in millions of dollars)

Improved Development $2.3 $27.8 $18.8 $47.4

Unimproved Development — 37.5 — 37.5

Improved Development (a) $4.8 $5.0

Rural 6.5 16.9

Timberland & Non-Strategic 1.6 11.4

Conservation Easement — — — 3.9

Deferred Revenue/Other (a) 3.2 1.1 3.5 (3.4)

Large Dispositions (b) — 20.0 — 56.0

Deferred Revenue/Other (b) 3.3 0.9

Total Sales $16.3 $34.2

Improved Development 19.0 479.0 95.9 768.8

Unimproved Development — 359 — 359

Improved Development (a) 27.9 16.1

Rural 1,531 4,751

Timberland & Non-Strategic 528 3,966

Large Dispositions (b) — 8,088 — 16,622

Total Acres Sold 2,087 8,734

Gross Price per Acre (dollars per acre)

Improved Development $121,106 $57,988 $196,311 $61,608

Unimproved Development — 104,579 — 104,579

Improved Development (a) $172,420 $308,065

Rural 4,245 3,567

Timberland & Non-Strategic 3,100 2,874

Large Dispositions (b) — 2,479 — 3,372

Weighted Average (Total) (c) $5,064 $17,490 $5,084 $8,384

Weighted Average (Adjusted) (d) $3,848 $12,179 $3,874 $5,413

Sales (Excluding Large Dispositions) $12.4 $73.4 $81.0 $122.4

Weighted Average (Total) $6,200 $3,815

Weighted Average (Adjusted) (c) $3,952 $3,252

Operating Income $0.9 $10.2

1 unchanged sentence

(+) Non-cash cost of land and improved development 4.2 5.4

(–) Gain associated with the multi-family apartment complex sale attributable to NCI (e) (11.5) — (11.5) —

(–) Large Dispositions (b) — (14.5) — (44.8)

Adjusted EBITDA (f) $8.4 $63.8 $58.4 $97.9

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

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

(d) Excludes Improved Development and Large Dispositions.

(e) Gain associated with the multi-family apartment complex sale attributable to NCI represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.

(f) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

Adjusted EBITDA (d) $6.6 $24.7

(a) Reflects land with capital invested in infrastructure improvements.

(b) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

Three Months Ended

September 30, Nine Months Ended

September 30,

Trading Overview 2023 2022

Sales Volume (in thousands of tons)

NZ 84 176 361 560

Total Volume 105 112

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

Capital Expenditures By Segment (in millions of dollars) 2023 2022

18 unchanged sentences

Total Timber Segments Capital Expenditures $18.7 $15.4

Timber Funds (“Look-through”) (a) — 0.1 — 0.4

Real Estate 0.1 0.2

2 unchanged sentences

Southern Timber $5.1 $2.8

New Zealand Timber — — — 10.9

Pacific Northwest Timber 3.6 —

Timberland Acquisitions $8.7 $2.8

Real Estate Development Investments (b)

$4.9 $2.9 $10.9 $9.2

(a) The three and nine months ended September 30, 2021 exclude $0.3 million and $2.8 million, respectively, of capital expenditures attributable to noncontrolling interests in Timber Funds.

(b) Represents investments in master infrastructure or entitlements in our real estate development projects.

Real Estate Development Investments (a)

(a) Represents investments in master infrastructure or entitlements in our real estate development projects.

Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for September 30, 2022 versus September 30, 2021 (millions of dollars):

Sales Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Intersegment Eliminations Total

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for March 31, 2023 versus March 31, 2022 (millions of dollars):

Sales Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Intersegment Eliminations Total

Three Months Ended

September 30, 2021

March 31, 2022

$76.8 $46.3 $51.4 $34.2 $13.4 ($0.1) $222.0

3 unchanged sentences

Foreign exchange (a) — — (0.8) — — — (0.8)

Other 5.7 (b) 2.5 (b) (0.3) (c) (94.5) (d) (20.9) (e) — 0.6 (f) (106.9)

Other (1.1) (b) 2.2 (b) (2.0) (c) 1.7 — — 0.8

Three Months Ended

September 30, 2022

$64.5 $34.4 $72.5 — $12.4 $11.6 ($0.1) $195.3

(a) Net of currency hedging impact.

(b) Includes variance due to stumpage versus delivered sales.

(d) Timber Funds segment was liquidated in 2021.

(e) Includes $20.0 million of sales from a Large Disposition in Q3 2021, residential and commercial lease income, revenue true-ups and marketing fees related to Improved Development sales and deferred adjustments.

(f) Includes a decrease in Intersegment elimina tions related to timberland management fees paid to us by the timber funds and reported as sales within the Timber Funds segment.

Sales Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Intersegment Eliminations Total

Nine Months Ended

September 30, 2021

$145.8 $108.4 $213.7 $128.1 $178.4 $76.8 ($3.6) $847.6

Volume 16.3 (4.5) (3.2) — 5.8 (19.7) — (5.3)

Price 24.4 10.5 (33.8) — (48.4) (4.3) — (51.6)

Non-timber sales 2.1 0.2 10.9 — — (0.1) — 13.1

Foreign exchange (a) — — (4.9) — — — — (4.9)

Other 19.0 (b) 5.2 (b) 20.0 (c) (128.1) (d) (54.8) (e) — 3.4 (f) (135.2)

Nine Months Ended

September 30, 2022

March 31, 2023

$71.8 $34.4 $44.1 $16.3 $12.6 ($0.1) $179.1

2 unchanged sentences

(d) Timber Funds segment was liquidated in 2021.

(e) Includ es $56.0 million of sales from a Large Disposition in addition to Conservation Easement sales in the nine months ended September 30, 2021, residential and commercial lease income, revenue true-ups and marketing fees related to Improved Development sales, conservation easement sales and deferred adjustments.

(f) Includes a decrease in Intersegment eliminations related to timberland management fees paid to us by the timber funds and reported as sales within the Timber Funds segment.

Operating Income Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate and Other Total

Operating Income Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

Three Months Ended

September 30, 2021

March 31, 2022

$30.3 $6.6 $5.4 $10.2 $0.4 ($7.6) $45.3

8 unchanged sentences

Three Months Ended

September 30, 2022

$22.5 $2.2 $9.3 — $15.7 $0.2 ($9.0) $40.9

(a) For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs).

For Real Estate, price is presented net of cash closing costs.

(b) For the New Zealand Timber segment, includes carbon credit sales.

(d) Timber Funds segment was liquidated in 2021.

Real Estate includes a Large Disposition in Q3 2021, gain associated with the multi-family apartment complex sale attributable to NCI, residential and commercial lease income, revenue true-ups and marketing fees related to Improved Development sales, equity income from joint venture entities and deferred adjustments.

Pacific Northwest Timber segment includes $1.1 million in timber write-offs resulting from casualty events.

Operating Income Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate and Other Total

Nine Months Ended

September 30, 2021

$47.1 $5.3 $48.0 $44.8 $112.8 $0.6 ($22.3) $236.2

Volume 9.1 (1.2) (1.0) — 4.2 — — 11.1

Price (a) 24.4 10.5 (33.8) — (48.4) — — (47.3)

Cost (5.3) (2.4) (1.7) — (3.4) (0.5) (4.3) (17.6)

Non-timber income (b) 1.9 0.2 10.9 — — — — 13.0

Foreign exchange (c) — — (0.2) — — — — (0.2)

Depreciation, depletion & amortization (0.3) 0.4 0.5 — (5.3) — — (4.7)

Non-cash cost of land and improved development — — — — 4.9 — — 4.9

Other (d) — (1.1) — (44.8) (27.8) — — (73.8)

Nine Months Ended

September 30, 2022

March 31, 2023

$22.2 ($3.5) ($0.7) $0.9 $0.3 ($8.6) $10.6

3 unchanged sentences

(d) Timber Funds segment was liquidated in 2021.

Real Estate includes a Large Disposition in addition to Conservation Easement sales in the nine months ended September 30, 2021, a gain associated with the multi-family apartment complex sale attributable to NCI, residential and commercial lease income, revenue true-ups and marketing fees related to Improved Development sales, equity income from joint venture entities and deferred adjustments.

Pacific Northwest Timber segment includes $1.1 million in timber write-offs resulting from casualty events.

Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate and Other Total

(d) New Zealand Timber includes a $2.3 million timber write-off resulting from a casualty event.

Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

Three Months Ended

September 30, 2021

March 31, 2022

$48.4 $21.5 $10.4 $24.7 $0.4 ($7.2) $98.1

6 unchanged sentences

Three Months Ended

September 30, 2022

$36.6 $12.6 $15.6 — $8.4 $0.2 ($8.6) $64.7

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.

(b) For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs).

For Real Estate, price is presented net of cash closing costs.

(d) Net of currency hedging impact.

(e) Timber Funds segment was liquidated in 2021.

Real Estate includes residential and commercial lease income, revenue true-ups and marketing fees related to Improved Development sales, equity income from joint venture entities and deferred adjustments.

Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate and Other Total

Nine Months Ended

September 30, 2021

$86.6 $44.1 $68.7 $2.8 $97.9 $0.6 ($21.4) $279.4

Volume 16.1 (4.0) (1.3) — 5.8 — — 16.6

Price (b) 24.4 10.5 (33.8) — (48.4) — — (47.3)

Cost (5.3) (2.4) (1.7) — (3.4) (0.5) (4.3) (17.6)

Non-timber income (c) 1.9 0.2 10.9 — — — — 13.0

Foreign exchange (d) — — (2.0) — — — — (2.0)

Other (e) — — — (2.8) 6.5 — — 3.7

Nine Months Ended

September 30, 2022

March 31, 2023

$42.8 $7.1 $6.1 $6.6 $0.3 ($8.2) $54.7

4 unchanged sentences

(d) Net of currency hedging impact.

(e) Timber Funds segment was liquidated in 2021.

Real Estate includes Conservation Easement sales in Q2 2021, residential and commercial lease income, revenue true-ups and marketing fees related to Improved Development sales, equity income from joint venture entities and deferred adjustments.

(e) New Zealand Timber includes a $2.3 million timber write-off resulting from a casualty event.

SOUTHERN TIMBER

Third quarter sales of $64.5 million increased $19.7 million, or 44%, versus the prior year period.

Harvest volumes increased 27% to 1.50 million tons versus 1.19 million tons in the prior year period , as more favorable weather conditions led to improved production.

Average pine sawtimber stumpage prices increased 19% to $33.31 per ton versus $28.06 per ton in the prior year period, due to continued strong demand from sawmills as well as competition from pulp mills for chip-n-saw volume.

Average pine pulpwood stumpage prices rose 19% to $22.77 per ton versus $19.14 per ton in the prior year period, driven by strong end-market demand and a favorable geographic mix.

Overall, weighted-average stumpage prices (including hardwood) increased 18% to $25.80 per ton versus $21.88 per ton in the prior year period.

Operating income of $22.5 million increased $9.7 million versus the prior year period due to higher net stumpage realizations ($5.8 million), higher volumes ($3.8 million), higher non-timber income ($1.3 million), and lower depletion rates ($0.5 million), partially offset by higher overhead and other costs ($1.7 million).

Third quarter Adjusted EBITDA of $36.6 million was 50%, or $12.2 million, above the prior year period.

Year-to-date sales of $207.6 million increased $61.8 million, or 42%, versus the prior year period.

Harvest volumes increased 18% to 4.92 million tons versus 4.17 million in the prior year period, due to strong demand and favorable logging conditions.

Average pine sawtimber stumpage prices increased 25% to $34.40 per ton versus

$27.62 per ton in the prior year period, primarily due to strong demand from sawmills, as well as competition for chip-n-saw volume from pulp mills.

Average pine pulpwood stumpage prices increased 25% to $22.88 per ton versus $18.25 per ton in the prior year period, driven by strong demand due to low mill inventories at the start of the year and favorable end-market demand.

Overall, weighted-average stumpage prices (including hardwood) increased 23% to $26.55 per ton versus $21.60 per ton in the prior year period.

Operating income of $76.9 million increased $29.8 million versus the prior year period due to higher net stumpage realizations ($24.4 million), higher volumes ($9.1 million) and higher non-timber income ($1.9 million), partially offset by higher costs ($5.3 million) and higher depletion rates ($0.3 million).

Year-to-date Adjusted EBITDA of $123.7 million was 43%, or $37.1 million, above the prior year period.

First quarter sales of $71.8 million decreased $4.9 million, or 6%, versus the prior year period.

Harvest volumes of 1.89 million tons were flat versus the prior year period.

Average pine sawtimber stumpage realizations decreased 11% to $31.57 per ton versus $35.46 per ton in the prior year period, primarily due to drier weather conditions, softer demand from sawmills, and decreased competition from pulp mills for chip-n-saw volume.

Average pine pulpwood stumpage realizations decreased 28% to $17.32 per ton versus $24.11 per ton in the prior year period as weaker end-market demand, drier weather conditions, and extended maintenance outages at pulp mills all contributed to softer market conditions.

Overall, weighted-average stumpage realizations (including hardwood) decreased 14% to $24.03 per ton versus $27.94 per ton in the prior year period.

Operating income of $22.2 million decreased $8.1 million versus the prior year period due to lower net stumpage realizations ($7.4 million), higher depletion rates ($2.6 million), and higher lease expense and other costs ($1.8 million), partially offset by higher non-timber income ($3.7 million).

First quarter Adjusted EBITDA of $42.8 million was 12%, or $5.6 million, below the prior year period.

PACIFIC NORTHWEST TIMBER

Third quarter sales of $34.4 million increased $2.9 million, or 9%, versus the prior year period, notwithstanding a decline in harvest volumes of 11% to 307,000 tons versus 346,000 tons in the prior year period.

Average delivered sawtimber prices increased 10% to $117.86 per ton versus $107.56 per ton in the prior year period, driven by continued healthy demand from domestic lumber mills as well as a favorable species mix, as a higher proportion of Douglas-fir sawtimber was harvested in the current year quarter.

Average delivered pulpwood prices increased 62% to $50.74 per ton versus $31.34 per ton in the prior year period, reflecting strong end-market demand coupled with supply constraints due to fewer residuals and increased competition for a limited supply of smaller-sized logs.

Operating income of $2.2 million improved $0.1 million versus the prior year period due to higher net stumpage realizations ($1.9 million) and higher non-timber income ($0.5 million), partially offset by the write-off of timber basis due to a fire in Washington ($1.1 million), lower volumes ($0.7 million), and higher overhead and other costs ($0.5 million).

Third quarter Adjusted EBITDA of $12.6 million was 1%, or $0.1 million, above the prior year period.

Year-to-date sales of $119.8 million increased $11.5 million, or 11%, versus the prior year period, notwithstanding a decline in harvest volumes of 7% to 1.19 million tons versus 1.28 million tons in the prior year period.

Average delivered sawtimber prices increased 15% to $112.65 per ton versus $97.79 per ton in the prior year period due to strong domestic lumber demand and a favorable species mix in the current year period.

Average delivered pulpwood prices increased 49% to $44.44 per ton versus $29.86 per ton in the prior year period, driven by strong end-market demand, the restart of previously idled pulp mill capacity, and the resumption of chip exports, which resulted in greater competition from pulp mills to secure supply.

Operating income of $11.7 million improved $6.4 million versus the prior year period due to higher net stumpage realizations ($10.5 million), lower depletion rates ($0.4 million) and higher non-timber income ($0.2 million), partially offset by higher costs ($2.4 million), lower volumes ($1.2 million) and a write-off of timber basis as a result of a fire in Washington ($1.1 million).

Year-to-date Adjusted EBITDA of $48.4 million was 10%, or $4.3 million, above the prior year period.

First quarter sales of $34.4 million decreased $11.9 million, or 26%, versus the prior year period.

Harvest volumes decreased 24% to 384,000 tons versus 505,000 tons in the prior year period as some planned harvests were deferred in response to market conditions.

Average delivered prices for domestic sawtimber decreased 12% to $93.12 per ton versus $105.82 per ton in the prior year period due to softer domestic demand and less competition from export markets.

Average delivered pulpwood prices increased 28% to $48.23 per ton versus $37.69 per ton in the prior year period due to lower sawmill operating rates and increased competition for a limited supply of smaller-sized logs;

however, pulpwood prices in the first quarter were well below the extraordinarily high levels realized in the second half of 2022.

An operating loss of $3.5 million versus operating income of $6.6 million in the prior year period was primarily due to lower net stumpage realizations ($7.0 million), lower volumes ($2.5 million), higher costs ($1.1 million), and lower non-timber income ($0.2 million), partially offset by lower depletion rates ($0.7 million).

First quarter Adjusted EBITDA of $7.1 million was 67%, or $14.4 million, below the prior year period.

NEW ZEALAND TIMBER

Third quarter sales of $72.5 million decreased $3.1 million, or 4%, versus the prior year period.

Harvest volumes increased 7% to 712,000 tons versus 668,000 tons in the prior year period, due to an increase in harvest activity following a relatively light start to the year.

Average delivered prices for export sawtimber decreased 18% to $123.07 per ton versus $149.68 per ton in the prior year period, driven by reduced demand from China due to COVID-related disruptions as well as a slowdown in construction activity.

Average delivered prices for domestic sawtimber decreased 18% to $69.69 per ton versus $85.00 per ton in the prior year period.

The decrease in domestic sawtimber prices (in U.S.

dollar terms) was primarily driven by the decline in the NZ$/US$ exchange rate (US$0.62 per NZ$1.00 versus US$0.70 per NZ$1.00).

Excluding the impact of foreign exchange rates, domestic sawtimber prices decreased 8% versus the prior year period, reflecting additional supply that was diverted into domestic markets due to export market headwinds.

Operating income of $9.3 million decreased $4.0 million versus the prior year period due to lower net stumpage realizations ($11.2 million), higher costs ($0.3 million), and higher depletion rates ($0.1 million), partially offset by higher carbon credit sales ($6.0 million), higher volumes ($1.4 million), and favorable foreign exchange impacts ($0.2 million).

Third quarter Adjusted EBITDA of $15.6 million was 22%, or $4.3 million, below the prior year period.

Year-to-date sales of $202.7 million decreased $11.0 million, or 5%, versus the prior year period.

Harvest volumes decreased 2% to 1.9 million tons versus 2.0 million tons in the prior year period.

Average delivered prices for export sawtimber decreased 7% to $130.71 per ton versus $140.89 per ton in the prior year period.

The decrease in export sawtimber prices versus the prior year period was driven by reduced demand due to COVID-19 related disruptions in China and a steep decline in construction activity.

Net stumpage realizations for

export sawtimber were further pressured by higher port and freight costs over the prior year period, driven by elevated fuel prices as well as increased demurrage charges due to port congestion.

Average delivered prices for domestic sawtimber decreased 12% to $73.72 per ton versus $83.79 per ton in the prior year period.

First quarter sales of $44.1 million decreased $7.3 million, or 14%, versus the prior year period.

Harvest volumes decreased 7% to 481,000 tons versus 515,000 tons in the prior year period, primarily due to lost production days resulting from Cyclone Gabrielle.

Average delivered prices for export sawtimber decreased 11% to $112.97 per ton versus $127.59 per ton in the prior year period, driven by weaker demand in China.

Average delivered prices for domestic sawtimber declined 6% to $71.58 per ton versus $75.99 per ton in the prior year period.

The decrease in domestic sawtimber prices (in U.S.

dollars terms) was driven primarily by the decline in the NZ$/US$ exchange rate (US$0.65 per NZ$1.00 versus US$0.71 per NZ$1.00).

Excluding the impact of foreign exchange rates, domestic sawtimber prices decreased 3% versus the prior year period due to additional supply that was diverted into domestic markets in the current year period.

Operating income of $22.7 million decreased $25.3 million versus the prior year period as a result of lower net stumpage realizations ($33.8 million), lower volumes ($1.0 million), higher costs ($1.7 million) and unfavorable foreign exchange impacts ($0.2 million), partially offset by higher carbon credit sales ($10.9 million) and lower depletion rates ($0.5 million).

Year-to-date Adjusted EBITDA of $40.8 million was $27.9 million below the prior year period.

During 2021, we sold the rights to manage Fund III and Fund IV, as well as our ownership interests in both funds, and we completed the liquidation of Fund II timberland assets.

As such, we had no sales, operating income or Adjusted EBITDA in the current quarter or year-to-date period in the Timber Funds segment, as will be the case going forward.

The Timber Funds segment generated prior year third quarter sales of $94.5 million on harvest volumes of 61,000 tons, resulting in operating income of $41.3 million in the prior year period .

The prior year quarter sales and operating income included $87.1 million and $36.0 million, respectively, from the Fund II Timberland Dispositions.

The prior year quarter operating income also included a $3.7 million gain on investment in Timber Funds, which reflects the gain recognized on the sale of our investment in Timber Funds III and IV.

Third quarter Adjusted EBITDA was $0.5 million in the prior year period.

The Timber Funds segment generated prior year year-to-date sales of $128.1 million on harvest volumes of 380,000 tons, resulting in operating income of $44.8 million in the prior year period .

The prior year period sales and operating income included $87.1 million and $36.0 million, respectively, from the Fund II Timberland Dispositions.

Year-to-date operating income also included a $3.7 million gain on investment in Timber Funds, which reflects the gain recognized on the sale of our investment in Timber Funds III and IV.

Year-to-date Adjusted EBITDA was $2.8 million in the prior year period.

Third quarter sales of $12.4 million decreased $80.9 million versus the prior year period, while operating income of $15.7 million decreased $44.9 million versus the prior year period.

Third quarter operating income included an $11.5 million gain attributable to noncontrolling interests associated with the Bainbridge Island multi-family apartment complex sale..

The prior year third quarter sales and operating income included $20.0 million and $14.5 million, respectively, from a Large Disposition.

Sales and operating income declined versus the prior year period due to a lower number of acres sold (1,828 acres sold versus 12,219 acres sold in the prior year period), and a decrease in weighted-average prices ($5,064 per acre versus $7,554 per acre in the prior year period).

Improved Development sales of $2.3 million included $0.8 million from the Wildlight development project north of Jacksonville, Florida and $1.5 million from the Heartwood development project south of Savannah, Georgia.

Sales in Wildlight consisted of 13 residential lots ($65,000 per lot).

Sales in Heartwood consisted of a 15-acre commercial parcel to be used for a healthcare campus for $1.0 million ($67,000 per acre) and 10 residential lots for $0.4 million ($44,000 per lot).

This compares to prior year period Improved Development sales of $27.8 million, which included a significant sale in the Heartwood / Belfast Commerce Park.

There were no Unimproved Development sales in the third quarter.

This compares to prior year period sales of $37.5 million, which consisted of a 359-acre sale in Kingston, Washington for $105,000 per acre.

dollar terms) was primarily driven by the decline in the

NZ$/US$ exchange rate (US$0.63 per NZ$1.00 versus US$0.67 per NZ$1.00).

Excluding the impact of foreign exchange rates, domestic sawtimber prices remained flat versus the prior year period.

An operating loss of $0.7 million versus operating income of $5.4 million in the prior year period was primarily due to a timber write-off resulting from a tropical cyclone casualty event ($2.3 million), lower carbon credit sales ($1.3 million), unfavorable foreign exchange impacts ($0.9 million), higher costs ($0.8 million), and lower volumes ($0.8 million).

First quarter Adjusted EBITDA of $6.1 million was 41%, or $4.3 million, below the prior year period.

First quarter sales of $16.3 million decreased $17.9 million versus the prior year period, while operating income of $0.9 million decreased $9.3 million versus the prior year period.

Sales and operating income decreased versus the prior year period due to a significantly lower number of acres sold (2,087 acres sold versus 8,734 acres sold in the prior year period), partially offset by a substantial increase in weighted-average prices ($6,200 per acre versus $3,815 per acre in the prior year period).

Improved Development sales of $4.8 million consisted of a 27-acre multifamily apartment site for $4.5 million ($169,000 per acre) and 6 residential lots for $0.3 million ($50,000 per lot or $297,000 per acre) in our Heartwood development project south of Savannah, Georgia.

This compares to Improved Development sales of $5.0 million in the prior year period.

Rural sales of $6.5 million consisted of 1,531 acres at an average price of $4,245 per acre.

This compares to prior year period sales of $16.9 million, which consisted of 4,751 acres at an average price of $3,567 per acre.

Third quarter Adjusted EBITDA of $8.4 million was $55.4 million below the prior year period.

Year-to-date sales of $81.0 million decreased $97.4 million versus the prior year period, while operating income of $37.0 million decreased $75.9 million versus the prior year period.

There were no Large Dispositions in the current year period, compared with year-to-date sales and operating income of $56.0 million and $44.8 million, respectively, from a Large Disposition in the prior year period.

Sales decreased in the first nine months primarily due to lower volumes ( 15,256 acres sold versus 31,162 acres sold in the prior year period) and a decrease in

weighted-average prices ($5,084 per acre versus $5,711 per acre in the prior year period).

Year-to-date Adjusted EBITDA of $58.4 million decreased $39.5 million versus the prior year period.

Third quarter sales of $11.6 million decreased $14.0 million versus the prior year period, primarily due to lower volumes and prices.

Sales volumes decreased 46% to 95,000 tons versus 177,000 tons in the prior year period, reflecting constrained export market demand.

The Trading segment generated operating income of $0.2 million versus breakeven results in the prior year period.

Third quarter Adjusted EBITDA of $0.2 million was above breakeven results in the prior year period.

Year-to-date sales of $52.7 million decreased $24.1 million versus the prior year period, primarily due to lower volumes, as well as lower prices.

Timberland & Non-Strategic sales of $1.6 million consisted of a 528-acre transaction for $3,100 per acre.

This compares to prior year period sales of $11.4 million, which consisted of 3,966 acres at an average price of $2,874 per acre.

First quarter Adjusted EBITDA of $6.6 million was $18.1 million below the prior year period.

First quarter sales of $12.6 million decreased $0.9 million versus the prior year period due to lower volumes and prices.

Sales volumes decreased 6% to 105,000 tons versus 112,000 tons in the prior year period.

The Trading segment generated operating income of $0.1 million versus operating income of $0.6 million in the prior year period.

The Trading segment generated operating income and Adjusted EBITDA of $0.3 million versus $0.4 million in the prior year period.

CORPORATE AND OTHER EXPENSE / ELIMINATIONS

Third quarter corporate and other operating expenses of $9.0 million increased $2.2 million versus the prior year period, primarily due to higher compensation and benefits expenses ($1.4 million) and higher legal and other overhead expenses ($0.8 million).

Year-to-date corporate and other operating expenses of $26.6 million increased $4.3 million versus the prior year period, primarily due to higher compensation and benefits expenses ($2.7 million), higher legal costs ($0.4 million), higher insurance and community costs of ($0.4 million) and other overhead expenses ($0.8 million).

Compensation and benefits expenses were elevated in the year-to-date period due to the accelerated realization of equity compensation expense for retirement-eligible employees.

First quarter corporate and other operating expenses of $8.6 million increased $1.0 million versus the prior year period, primarily due to higher compensation and benefits expense ($0.4 million) and higher IT and other expenses ($0.6 million).

INTEREST EXPENSE

Third quarter and year-to-date interest expense of $9.1 million and $26.5 million, respectively, decreased $2.2 million and $7.8 million versus the prior year period.

Third quarter and year-to-date interest expense benefited from lower average outstanding debt and a lower weighted-average interest rate as compared to the prior year period.

Additionally, the prior year-to-date period included a $2.2 million loss from the termination of a cash flow hedge.

First quarter interest expense of $11.7 million increased $3.4 million versus the prior year period, primarily due to higher average outstanding debt and a higher weighted-average interest rate.

INTEREST AND OTHER MISCELLANEOUS INCOME (EXPENSE), NET

First quarter interest and other miscellaneous income, net of $9.6 million, includes $9.1 million of a net recovery associated with a legal settlement .

INCOME TAX EXPENSE

Third quarter and year-to-date income tax expense of $1.2 million and $8.1 million, respectively, decreased $1.6 million and $5.1 million versus the prior year period.

First quarter income tax expense of $1.1 million decreased $4.5 million versus the prior year period.

The New Zealand subsidiary is the primary driver of income tax expense.

In our Southern Timber segment, we expect continued strong demand trends across our localized markets.

In our Pacific Northwest Timber segment, we expect continued strong pricing for both pulpwood and sawtimber, albeit partially offset by ongoing cost pressures.

In our New Zealand Timber segment, we expect lower harvest volumes for the remainder of the year due to ongoing export market headwinds as demand from China remains constrained.

In our Real Estate segment, we now anticipate that a few transactions will be deferred into early 2023, and that demand for certain rural properties will likely moderate with the recent increase in interest rates.

LIQUIDITY AND CAPITAL RESOURCES

5 unchanged sentences

SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS

September 30, December 31,

March 31, December 31,

(millions of dollars) 2023 2022

Cash and cash equivalents (excluding Timber Funds) $260.9 $358.7

Cash and cash equivalents $98.7 $114.3

Total debt (a) 1,522.2 1,523.1

4 unchanged sentences

Net debt to enterprise value (b)(c) 22 % 22 %

(a) Total debt as of September 30, 2022 and December 31, 2021 reflects principal on long-term debt, gross of deferred financing costs and unamortized discounts.

(a) Total debt as of March 31, 2023 and December 31, 2022 reflects principal on long-term debt, gross of deferred financing costs and unamortized discounts.

(b) Net debt is calculated as total debt less cash and cash equivalents.

“OP” units) plus net debt based on Rayonier’s share price of $29.97 and $40.36 as of September 30, 2022 and December 31, 2021, respectively.

“OP” units) plus net debt based on Rayonier’s share price of $33.26 and $32.96 as of March 31, 2023 and December 31, 2022, respectively.

AT-THE-MARKET (“ATM”) EQUITY OFFERING PROGRAM

On September 10, 2020, we entered into a distribution agreement with a group of sales agents through which we may sell common shares, from time to time, having an aggregate sales price of up to $300 million.

As of September 30, 2022, $1.0 million remains available for issuance under the program.

On November 4, 2022 we entered into a new distribution agreement with a group of sales agents through which we may sell common shares, from time to time, having an aggregate sales price of up to $300 million (the “2022 ATM Program”).

As of March 31, 2023, $270.7 million remains available for issuance under the program.

The following table outlines common share issuances pursuant to our ATM program (dollars in millions):

Three Months Ended

September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Shares of common stock issued under the ATM program 400 726,248

1 unchanged sentence

Gross proceeds from common shares issued under the ATM program — $30.1

The following table summarizes our cash flows from operating, investing and financing activities for the nine months ended September 30, 2022 and 2021:

The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2023 and 2022:

(millions of dollars) 2023 2022

4 unchanged sentences

CASH PROVIDED BY OPERATING ACTIVITIES

Cash provided by operating activities decreased $67.6 million from the prior year period primarily due to lower operating results.

CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES

Cash used for investing activities of $55.9 million compares to cash provided by investing activities $69.3 million of in the prior year period.

This is primarily due to prior year net proceeds from Fund II timberland dispositions ($85.2 million), Large Dispositions ($54.7 million), and the sale of Timber Funds III and IV ($31.1 million), as well as higher real estate development investments ($1.8 million), higher capital expenditures ($0.7 million) and other investing activities ($0.5 million), partially offset due to lower timberland acquisitions ($48.7 million).

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES

Cash used for financing activities of $237.6 million compares to cash provided by financing activities of $47.7 million in the prior year period.

This is primarily due to lower net borrowings ($151.4 million), lower net proceeds from the issuance of common shares under the ATM equity offering program ($134.7 million), higher dividends paid on common shares ($9.4 million), higher share repurchases ($2.6 million) and lower proceeds from the issuance of common shares under the Company’s incentive stock plan ($2.1 million), partially offset by a make-whole payment fees on the prepayment of NWFCS debt ($6.2 million) in the prior period, lower distributions to consolidated affiliates ($3.1 million), lower debt issuance costs of ($4.8 million) and lower distributions to noncontrolling interests in the operating partnership ($0.6 million).

Cash provided by operating activities increased $14.3 million from the prior year period primarily due to changes in working capital, offset by lower operating results.

CASH USED FOR INVESTING ACTIVITIES

Cash used for investing activities increased $13.3 million from the prior year period due to higher timberland acquisitions ($5.9 million), higher real estate development investments ($4.6 million), and higher capital expenditures ($3.1 million), partially offset by other investing activities ($0.3 million).

CASH USED FOR FINANCING ACTIVITIES

Cash used for financing activities decreased $91.6 million from the prior year period.

This is primarily due to lower net borrowings ($122.9 million), lower distributions to consolidated affiliates ($2.7 million), and lower share repurchases ($0.2 million), partially offset by lower net proceeds from the issuance of common shares under the ATM equity offering program ($30.9 million), higher dividends paid on common shares ($2.7 million), and lower proceeds from the issuance of common shares under the Company’s incentive stock plan ($0.6 million).

FUTURE USES OF CASH

16 unchanged sentences

See Note 6 - Debt for additional information.

(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of September 30, 2022.

(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of March 31, 2023.

3 unchanged sentences

(f) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington.

See Note 11 - Environmental and Natural Resource Damage Liabilities for additional information.

(g) Commitments — other includes other purchase obligations.

See N o t e 1 0 - E n v i r o n m e n t a l a n d N a t u r a l R e s o u r c e D a m a g e L i a b i l i t i e s for additional information.

(g) Commitments — other includes $8.9 million related to pension plan termination.

See Note 15 - Employee Bene fit Plans for additional information.

We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, the remaining issuances available under the Company’s ATM Program, Large Dispositions and the use of our revolving credit facilities.

10 unchanged sentences

Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general market conditions and other considerations including capital allocation priorities.

We have no mandatory pension contribution requirements in the current year.

Full-year 2022 cash tax payments are expected to be approximatel y $15.0 million, primarily related to the New Zealand subsidiary.

First quarter cash tax payments were elevated due to the required timing of tax payments for our New Zealand subsidiary following the full utilization of its net operating losses.

Full-year 2023 cash tax payments are expected to be between $5.0 million and $7.0 million, primarily related to the New Zealand subsidiary.

OFF-BALANCE SHEET ARRANGEMENTS

3 unchanged sentences

Off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts.

See Note 12 — Guarantees for details on the letters of credit and surety bonds as of September 30, 2022.

See Note 11 — Guarantees for details on the letters of credit and surety bonds as of March 31, 2023.

SUMMARY OF GUARANTOR FINANCIAL INFORMATION

12 unchanged sentences

conduct all of our operations.

Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries, which have been eliminated in the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors.

Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries, which have been excluded in the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors.

As a result, our ability to make required payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us.

1 unchanged sentence

The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P.

for the nine months ended September 30, 2022 and year ended December 31, 2021 are provided in the table below:

(in millions) September 30, 2022 December 31, 2021

for the three months ended March 31, 2023 and year ended December 31, 2022 are provided in the table below:

(in millions) March 31, 2023 December 31, 2022

Current assets $89.1 $112.2

4 unchanged sentences

The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P.

for the nine months ended September 30, 2022 and year ended December 31, 2021 are provided in the table below:

(in millions) September 30, 2022 December 31, 2021

for the three months ended March 31, 2023 and year ended December 31, 2022 are provided in the table below:

(in millions) March 31, 2023 December 31, 2022

Cost and expenses ($7.2) ($28.9)

9 unchanged sentences

CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to operating partnership unitholders, distributions to noncontrolling interests, repurchase of the Company’s common shares, debt reduction, timberland acquisitions and real estate development investments.

CAD is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments), CAD attributable to noncontrolling interests in Timber Funds, and working capital and other balance sheet changes.

CAD is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes.

CAD is not necessarily indicative of the CAD that may be generated in future periods.

2 unchanged sentences

It excludes specific items that management believes are not indicative of the Company’s ongoing operating results.

We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, operating income attributable to noncontrolling interests in Timber Funds, gain associated with multi-family apartment complex sale attributable to noncontrolling interests, the gain on the investment in Timber Funds, Fund II Timberland Dispositions, timber write-offs resulting from a casualty event and Large Dispositions.

We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income for the segments, as those are the most comparable GAAP measures for each.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net Income to Adjusted EBITDA Reconciliation

Net Income $7.4 $31.0

Operating income attributable to NCI in Timber Funds — (30.5) — (33.3)

Interest, net attributable to NCI in Timber Funds — 0.1 — 0.3

Net Income (Excluding NCI in Timber Funds) 31.9 80.1 88.1 156.0

Interest, net and miscellaneous income attributable to Rayonier 7.9 11.1 25.0 33.8

Income tax expense attributable to Rayonier 1.2 2.8 8.1 13.1

Depreciation, depletion and amortization attributable to Rayonier 31.1 31.5 114.2 109.3

Non-cash cost of land and improved development 3.1 15.8 20.3 22.8

Gain associated with the multi-family apartment complex sale attributable to NCI (a) (11.5) — (11.5) —

Timber write-offs resulting from a casualty event attributable to Rayonier (b) 1.1 — 1.1 —

Non-operating (income)/ expense (0.1) (1.2) 0.5 —

Gain on investment in Timber Funds (c) — (3.7) — (3.7)

Fund II Timberland Dispositions attributable to Rayonier (d) — (7.2) — (7.2)

Large Dispositions (e) — (14.5) — (44.8)

Adjusted EBITDA $64.7 $114.6 $245.8 $279.4

(a) Gain associated with the multi-family apartment complex sale attributable to NCI represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.

(b) Timber write-offs resulting from a casualty event include the write-off of merchantable and pre-merchantable timber volume destroyed by casualty events which cannot be salvaged.

(c) 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.

(d) Fund II Timberland Dispositions represent the disposition of Fund II Timberland assets, which we managed and owned a co-investment stake in.

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

The following tables provide a reconciliation of Operating Income by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars):

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

September 30, 2022

Operating income $22.5 $2.2 $9.3 — $15.7 $0.2 ($9.0) $40.9

Gain associated with the multi-family apartment complex sale attributable to NCI (a) — — — — (11.5) — — (11.5)

Timber write-offs resulting from a casualty event attributable to Rayonier (b) — 1.1 — — — — — 1.1

Depreciation, depletion and amortization 14.1 9.4 6.3 — 1.0 — 0.3 31.1

Non-cash cost of land and improved development — — — — 3.1 — — 3.1

Adjusted EBITDA $36.6 $12.6 $15.6 — $8.4 $0.2 ($8.6) $64.7

September 30, 2021

Operating income $12.8 $2.1 $13.3 $41.3 $60.6 — ($6.7) $123.3

Gain on investment in Timber Funds (c) — — — (3.7) — — — (3.7)

Fund II Timberland Dispositions attributable to Rayonier (d) — — — (7.2) — — — (7.2)

Operating income attributable to NCI in Timber Funds — — — (30.5) — — — (30.5)

Interest, net and miscellaneous income 11.2 8.2

Income tax expense 1.1 5.5

Depreciation, depletion and amortization 37.6 47.4

Non-cash cost of land and improved development 4.2 5.4

Large Dispositions (e) — — — — (14.5) — — (14.5)

Non-operating (income) expense (a) (9.1) 0.6

Timber write-off resulting from a casualty event (b) 2.3 —

Adjusted EBITDA $54.7 $98.1

(a) Gain associated with the apartment complex sale attributable to NCI represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.

(b) Timber write-offs resulting from a casualty event include the write-off of merchantable and pre-merchantable timber volume destroyed by casualty events which cannot be salvaged.

(d) Fund II Timberland Dispositions represent the disposition of Fund II Timberland assets, which we managed and owned a co-investment stake in.

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

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

September 30, 2022

Operating income $76.9 $11.7 $22.7 — $37.0 $0.1 ($26.6) $121.7

Gain associated with the apartment complex sale attributable to NCI (a) — — — — (11.5) — — (11.5)

Timber write-offs resulting from casualty event attributable to Rayonier (b) — 1.1 — — — — — 1.1

(a) The three months ended March 31, 2023 includes a $9.1 million net recovery associated with a legal settlement.

(b) Timber write-off resulting from a casualty event includes the write-off of merchantable and pre-merchantable timber volume damaged by a casualty event which cannot be salvaged.

The following tables provide a reconciliation of Operating Income by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars):

Three Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate

March 31, 2023

Operating income (loss) $22.2 ($3.5) ($0.7) $0.9 $0.3 ($8.6) $10.6

Timber write-off resulting from a casualty event (a) — — 2.3 — — — 2.3

Depreciation, depletion and amortization 20.6 10.6 4.5 1.5 — 0.4 37.6

1 unchanged sentence

Adjusted EBITDA $42.8 $7.1 $6.1 $6.6 $0.3 ($8.2) $54.7

September 30, 2021

March 31, 2022

Operating income $30.3 $6.6 $5.4 $10.2 $0.4 ($7.6) $45.3

Gain on investment in Timber Funds (c) — — — (3.7) — — — (3.7)

Fund II Timberland Dispositions attributable to Rayonier (d) — — — (7.2) — — — (7.2)

Operating income attributable to NCI in Timber Funds — — — (33.3) — — — (33.3)

Depreciation, depletion and amortization 18.1 14.9 5.0 9.1 — 0.3 47.4

Non-cash cost of land and improved development — — — 5.4 — — 5.4

Large Dispositions (e) — — — — (44.8) — — (44.8)

Adjusted EBITDA $48.4 $21.5 $10.4 $24.7 $0.4 ($7.2) $98.1

(b) Timber write-offs resulting from a casualty event include the write-off of merchantable and pre-merchantable timber volume destroyed by casualty events which cannot be salvaged.

(d) Fund II Timberland Dispositions represent the disposition of Fund II Timberland assets, which we managed and owned a co-investment stake in.

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

(a) Timber write-off resulting from a casualty event includes the write-off of merchantable and pre-merchantable timber volume damaged by a casualty event which cannot be salvaged.

The following table provides a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash provided by operating activities $64.0 $49.7

Capital expenditures (a) (18.7) (15.6)

CAD attributable to NCI in Timber Funds — (12.5)

Working capital and other balance sheet changes (15.3) 30.4

2 unchanged sentences

CAD after mandatory debt repayments $30.0 $62.4

Cash (used for) provided by investing activities ($55.9) $69.3

Cash (used for) provided by financing activities ($237.6) $47.7

(a) Capital expenditures exclude timberland acquisitions of $3.2 million and $51.9 million during the nine months ended September 30, 2022 and September 30, 2021, respectively.

Cash used for investing activities ($32.2) ($18.9)

Cash used for financing activities ($43.1) ($134.7)

(a) Capital expenditures exclude timberland acquisitions of $8.7 million and $2.8 million during the three months ended March 31, 2023 and March 31, 2022, respectively.

The following table provides supplemental cash flow data (in millions of dollars):

Nine Months Ended September 30,

Three Months Ended March 31,

Purchase of timberlands ($8.7) ($2.8)

5 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis