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Item 2. Management’s Discussion and Analysis

2023-11-03 compared with 2023-08-04 · 193 added, 164 removed, 606 unchanged (37% 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 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.

The risk factors contained in Item 1A — Risk Factors in our 2022 Form 10-K, 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.

5 unchanged sentences

These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

The objective of the Management’s Discussion and Analysis is to detail material information, events, uncertainties and other factors impacting the Company and the Operating Partnership and to provide investors an understanding of “Management’s perspective.” Item 7, Management’s Discussion and Analysis (“MD&A”) highlights the critical areas for evaluating the Company’s performance which includes a discussion on the reportable segments, liquidity and capital, and critical accounting estimates.

The objective of the Management’s Discussion and Analysis is to detail material information, events, uncertainties and other factors impacting the Company and the Operating Partnership and to provide investors an understanding of “Management’s perspective.” Item 2, Management’s Discussion and Analysis highlights the critical areas for evaluating our performance which includes a discussion on the reportable segments, liquidity and capital, and critical accounting estimates.

The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes.

5 unchanged sentences

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

As of June 30, 2023, we owned or leased under long-term agreements approximately 2.8 million acres of timberlands located in the U.S.

As of September 30, 2023, we owned or leased under long-term agreements approximately 2.8 million acres of timberlands located in the U.S.

South (1.90 million acres), U.S.

26 unchanged sentences

dollar terms.

During the first half of 2023, each of our timber segments experienced challenging market conditions due to ongoing market headwinds and weaker end-market demand relative to the prior year.

During 2023, each of our timber segments have experienced challenging market conditions due to ongoing market headwinds and weaker end-market demand relative to the prior year.

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

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

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

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

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

4 unchanged sentences

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 higher interest rate environment.

However, current demand for our rural and development real estate properties has not yet been significantly impacted by the higher interest rate environment.

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

11 unchanged sentences

Southern Timber, Pacific Northwest Timber and New Zealand Timber.

The following tables provide a breakdown of our timberland holdings as of June 30, 2023 and December 31, 2022:

(acres in 000s) As of June 30, 2023 As of December 31, 2022

The following tables provide a breakdown of our timberland holdings as of September 30, 2023 and December 31, 2022:

(acres in 000s) As of September 30, 2023 As of December 31, 2022

Owned Leased Total Owned Leased Total

15 unchanged sentences

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

As of June 30, 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 June 30, 2023:

As of September 30, 2023, legal acres in New Zealand consisted of 298,000 plantable acres and 121,000 non-productive acres.

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2022 to September 30, 2023:

(acres in 000s) Acres Owned

December 31, 2022

Acquisitions Sales Other June 30, 2023

Acquisitions Sales Other (a) September 30, 2023

Alabama 258 — (1) (1) 256

10 unchanged sentences

471 — — — 471

New Zealand (a) 188 — — — 188

New Zealand (b) 188 — — — 188

Total 2,451 3 (10) (8) 2,436

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

(a) Includes adjustments for land mapping reviews.

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

(acres in 000s) Acres Leased

December 31, 2022

New Leases Sold/Expired Leases (a) Other June 30, 2023

New Leases Sold/Expired Leases (a) Other (b) September 30, 2023

Alabama 14 — (9) — 5

4 unchanged sentences

Pacific Northwest

Washington (b) 3 — — — 3

New Zealand (c) 229 — — 2 231

Washington (c) 3 — — — 3

New Zealand (d) 229 — — 2 231

Total 359 — (9) 6 356

(a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.

(b) Primarily timber reservations acquired in the merger with Pope Resources.

(b) Includes adjustments for land mapping reviews.

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

RESULTS OF OPERATIONS

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Financial Information (in millions) 2023 2022 2023 2022

3 unchanged sentences

Improved Development 3.1 2.3 20.2 18.8

Unimproved Development 0.1 — 0.1 —

Rural 20.5 7.0 42.6 47.3

7 unchanged sentences

Southern Timber $18.6 $22.5 $62.6 $76.9

Pacific Northwest Timber (2.4) 2.9 (5.9) 9.5

New Zealand Timber (b) 2.4 8.0 1.7 13.4

Real Estate (a) 8.6 11.0 9.5 21.2

Pacific Northwest Timber (b) (0.6) 2.2 (6.5) 11.7

New Zealand Timber (c) 17.6 9.3 19.3 22.7

Real Estate (a)(d) 9.2 15.7 18.7 37.0

Trading (0.1) 0.2 0.4 0.1

1 unchanged sentence

Operating Income 35.4 40.9 66.1 121.7

Interest expense, interest income and other (c) (0.8) (8.9) (2.9) (17.7)

Interest expense, interest income and other (e) (12.1) (7.8) (15.0) (25.5)

Income tax expense (0.6) (1.2) (1.8) (8.1)

Net Income 22.7 31.9 49.3 88.1

Net loss (income) attributable to noncontrolling interests in consolidated affiliates 0.2 (0.6) 1.3 (1.7)

Net income attributable to noncontrolling interests in consolidated affiliates (3.2) (10.8) (1.9) (12.4)

Net Income Attributable to Rayonier, L.P.

3 unchanged sentences

$19.2 $20.6 $46.6 $74.0

Adjusted EBITDA (d)

Adjusted EBITDA (f)

Southern Timber $37.8 $36.6 $124.2 $123.7

6 unchanged sentences

(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 six months ended June 30, 2023 includes a $2.3 million timber write-off resulting from a casualty event.

(c) The three and six months ended June 30, 2023 includes $11.4 million and $20.5 million, respectively, of net recoveries associated with legal settlements.

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

(b) The three and nine months ended September 30, 2022 includes a $1.1 million timber write-off resulting from a casualty event.

(d) 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.

(e) The nine months ended September 30, 2023 includes $20.5 million of net recoveries associated with legal settlements.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Southern Timber Overview 2023 2022 2023 2022

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Pacific Northwest Timber Overview 2023 2022 2023 2022

23 unchanged sentences

Operating (Loss) Income ($0.6) $2.2 ($6.5) $11.7

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

(+) Depreciation, depletion and amortization 8.3 9.4 28.2 35.6

Adjusted EBITDA (d) $6.9 $14.3 $14.0 $35.8

Adjusted EBITDA (e) $7.8 $12.6 $21.7 $48.4

Period-End Acres (in thousands) 474 486 474 486

Sawtimber (in dollars per MBF) (e) $711 $905 $720 $873

Sawtimber (in dollars per MBF) (f) $726 $860 $722 $866

(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.

Beginning in Q4 2022, pricing is reported on a CFR basis (i.e., inclusive of export costs and freight).

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

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

New Zealand Timber Overview 2023 2022 2023 2022

38 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Real Estate Overview 2023 2022 2023 2022

1 unchanged sentence

Improved Development (a) $3.1 $2.3 $20.2 $18.8

Unimproved Development 0.1 — 0.1 —

Rural 20.5 7.0 42.6 47.3

3 unchanged sentences

Improved Development (a) 6.9 19.0 302.2 95.9

Unimproved Development 10 — 10 —

Rural 3,799 1,809 8,740 11,194

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Improved Development (a) $454,810 $121,106 $66,694 $196,311

Unimproved Development 11,250 — 11,250 —

Rural 5,386 3,848 4,872 4,228

5 unchanged sentences

(+) Non-cash cost of land and improved development 6.6 3.1 20.2 20.3

Adjusted EBITDA (d) $20.3 $25.4 $26.9 $50.1

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

Adjusted EBITDA (e) $18.9 $8.4 $45.8 $58.4

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

1 unchanged sentence

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

(d) 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.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Trading Overview 2023 2022 2023 2022

6 unchanged sentences

Total Sales $6.8 $11.6 $34.8 $52.7

Operating Income (Loss) $0.1 ($0.4) $0.4 ($0.1)

Operating (Loss) Income ($0.1) $0.2 $0.4 $0.1

Adjusted EBITDA (a) ($0.1) $0.2 $0.4 $0.1

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

19 unchanged sentences

Real Estate — 0.1 0.2 0.2

Corporate 0.2 — 0.2 —

Total Capital Expenditures $16.3 $17.9 $53.1 $48.2

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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 June 30, 2023 versus June 30, 2022 (millions of dollars):

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for September 30, 2023 versus September 30, 2022 (millions of dollars):

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

Three Months Ended

June 30, 2022

September 30, 2022

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

3 unchanged sentences

Foreign exchange (a) — — (0.6) — — — (0.6)

Other (4.8) (b) 0.3 (b) (8.9) (c) 3.9 — — (9.5)

Other (3.7) (b) (1.4) (b) (8.1) (c) 3.8 (d) (0.1) — (9.5)

Three Months Ended

June 30, 2023

September 30, 2023

$64.0 $29.3 $70.4 $31.2 $6.8 ($0.1) $201.6

2 unchanged sentences

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

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

Six Months Ended

June 30, 2022

Nine Months Ended

September 30, 2022

$207.6 $119.8 $202.7 $81.0 $52.7 ($0.2) $663.7

3 unchanged sentences

Foreign exchange (a) — — (3.2) — — — (3.2)

Other (5.8) (b) 2.7 (b) (10.9) (c) 5.7 — (0.1) (8.5)

Six Months Ended

June 30, 2023

Other (9.7) (b) 1.5 (b) (19.0) (c) 9.5 (d) 0.1 (0.2) (17.8)

Nine Months Ended

September 30, 2023

$204.1 $96.1 $175.4 $79.5 $34.8 ($0.4) $589.5

2 unchanged sentences

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

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

Three Months Ended

June 30, 2022

September 30, 2022

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

3 unchanged sentences

Non-timber income (b) 2.8 (0.3) 9.3 — — — 11.8

Foreign exchange (c) — — (1.0) — — — (1.0)

Depreciation, depletion & amortization (2.2) 0.4 — (1.0) — — (2.8)

Non-cash cost of land and improved development — — — 2.5 — — 2.5

Other (d) — — — 2.4 — — 2.4

Other (c) — 1.1 — (15.2) — — (14.1)

Three Months Ended

June 30, 2023

September 30, 2023

$18.6 ($0.6) $17.6 $9.2 ($0.1) ($9.4) $35.4

2 unchanged sentences

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

(d) Real Estate includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

Real Estate includes a gain associated with the multi-family apartment complex sale attributable to NCI in Q3 2022, deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

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

Six Months Ended

June 30, 2022

Nine Months Ended

September 30, 2022

$76.9 $11.7 $22.7 $37.0 $0.1 ($26.6) $121.7

7 unchanged sentences

Other (d) — 1.1 (2.3) (11.2) — — (12.5)

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

$62.6 ($6.5) $19.3 $18.7 $0.4 ($28.3) $66.1

3 unchanged sentences

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

Real Estate includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(d) Pacific Northwest Timber includes a $1.1 million timber write-off resulting from a casualty event in Q3 2022.

New Zealand Timber includes a $2.3 million timber write-off resulting from a casualty event in Q1 2023.

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

Three Months Ended

June 30, 2022

September 30, 2022

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

6 unchanged sentences

Three Months Ended

June 30, 2023

September 30, 2023

$37.8 $7.8 $23.5 $18.9 ($0.1) ($9.0) $78.9

5 unchanged sentences

(e) Real Estate includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

The prior year period included a $4.5 million gain associated with a multi-family apartment complex sale attributable to Rayonier.

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

Six Months Ended

June 30, 2022

Nine Months Ended

September 30, 2022

$123.7 $48.4 $40.8 $58.4 $0.1 ($25.7) $245.8

5 unchanged sentences

Other (e) — — — 4.1 — — 4.1

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

$124.2 $21.7 $37.9 $45.8 $0.4 ($27.1) $202.9

4 unchanged sentences

(d) Net of currency hedging impact.

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

Real Estate includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(e) Real Estate includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

The prior year period included a $4.5 million gain associated with a multi-family apartment complex sale attributable to Rayonier.

SOUTHERN TIMBER

Second quarter sales of $68.3 million increased $2.0 million, or 3%, versus the prior year period.

Harvest volumes increased 32% to 2.01 million tons versus 1.52 million tons in the prior year period, primarily driven by the additional volume contribution from the U.S.

South acquisitions completed at the end of 2022.

Average pine sawtimber stumpage realizations decreased 15% to $29.07 per ton versus $34.09 per ton in the prior year period, primarily due to drier weather conditions, weaker demand from sawmills, and decreased competition from pulp mills for chip-n-saw volume.

Average pine pulpwood stumpage realizations decreased 26% to $15.78 per ton versus $21.46 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.

Third quarter sales of $64.0 million decreased $0.6 million, or 1%, versus the prior year period .

Harvest volumes increased 21% to 1.81 million tons versus 1.50 million tons in the prior year period , primarily driven by additional volume from acquisitions completed in the fourth quarter of 2022.

Average pine sawtimber stumpage realizations decreased 13% to $28.85 per ton versus $33.31 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 27% to $16.54 per ton versus $22.77 per ton in the prior year period due to weaker end-market demand and drier weather conditions.

Overall, weighted-average stumpage realizations (including hardwood) decreased 17% to $21.48 per ton versus $25.80 per ton in the prior year period .

Operating income of $18.6 million decreased $3.8 million versus the prior year period due to lower net stumpage realizations ($7.8 million), higher depletion rates ($2.2 million), and higher overhead and other costs ($1.7 million), partially offset by higher volumes ($5.0 million) and higher non-timber income ($2.8 million).

Second quarter Adjusted EBITDA of $43.6 million was 13%, or $4.9 million, above the prior year period.

Third quarter Adjusted EBITDA of $37.8 million was 3%, or $1.2 million, above the prior year period .

Year-to-date sales of $204.1 million decreased $3.5 million, or 2%, versus the prior year period .

Harvest volumes increased 14% to 3.90 million tons versus 3.42 million tons in the prior year period driven by the additional volume contribution from the U.S.

South acquisitions completed at the end of 2022.

Harvest volumes increased 16% to 5.71 million tons versus 4.92 million tons in the prior year period , primarily driven by the additional volume contributions from acquisitions completed in the fourth quarter of 2022.

Average pine sawtimber stumpage realizations decreased 13% to $29.87 per ton versus $34.40 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 $16.53 per ton versus $22.93 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.

Average pine pulpwood stumpage realizations decreased 28% to $16.53 per ton versus $22.88 per ton in the prior year period as weaker end-market demand, drier weather conditions, extended maintenance outages at pulp mills, and unfavorable geographical mix all contributed to softer market conditions.

Overall, weighted-average stumpage realizations (including hardwood) decreased 15% to $22.46 per ton versus $26.55 per ton in the prior year period .

Operating income of $62.6 million decreased $14.3 million versus the prior year period due to lower net stumpage realizations ($23.4 million), higher depletion rates ($7.3 million), and higher overhead and other costs ($4.4 million), partially offset by higher volumes ($13.3 million) and higher non-timber income ($7.5 million).

Year-to-date Adjusted EBITDA of $86.4 million was 1%, or $0.7 million, below the prior year period.

Year-to-date Adjusted EBITDA of $124.2 million was $0.5 million above the prior year period .

PACIFIC NORTHWEST TIMBER

Second quarter sales of $32.3 million decreased $6.8 million, or 17%, versus the prior year period.

Third quarter sales of $29.3 million decreased $5.1 million, or 15%, versus the prior year period .

Harvest volumes decreased 6% to 290,000 tons versus 307,000 tons in the prior year period, as some planned harvests were deferred in response to soft market conditions.

Average delivered prices for domestic sawtimber decreased 10% to $108.20 per ton versus $120.08 per ton in the prior year period due to weaker domestic and export market demand.

Average delivered pulpwood prices decreased 20% to $36.21 per ton versus $45.17 per ton in the prior year period as the prior year period benefited from much more favorable end-market demand.

Average delivered pulpwood prices decreased 35% to $33.09 per ton versus $50.74 per ton in the prior year period, as the prior year period benefited from much stronger end-market demand.

An operating loss of $0.6 million versus operating income of $2.2 million in the prior year period was driven by lower net stumpage

realizations ($5.9 million), lower volumes ($0.8 million) and higher costs ($0.5 million), partially offset by higher non-timber income ($1.1 million) and lower depletion rates ($0.8 million).

Second quarter Adjusted EBITDA of $6.9 million was 52%, or $7.4 million, below the prior year period.

realizations ($2.4 million), higher costs ($1.2 million), lower volumes ($0.4 million) and lower non-timber income ($0.3 million), partially offset by lower depletion rates ($0.4 million) and the prior year period write-off of timber basis due to a fire in Washington ($1.1 million).

Third quarter Adjusted EBITDA of $7.8 million was 38%, or $4.8 million, below the prior year period.

Year-to-date sales of $96.1 million decreased $23.8 million, or 20%, versus the prior year period .

Harvest volumes decreased 19% to 716,000 tons versus 881,000 tons in the prior year period as some planned harvests were deferred in response to soft market conditions.

Average delivered prices for domestic sawtimber decreased 15% to $95.16 per ton versus $111.97 per ton in the prior year period due to weaker export markets and softer domestic demand.

Average delivered pulpwood prices increased 3% to $42.90 per ton versus $41.83 per ton in the prior year period due to lower sawmill operating rates and increased competition for a limited supply of smaller-sized logs.

Operating loss of $5.9 million decreased $15.4 million versus the prior year period due to lower net stumpage realizations ($12.9 million), lower volumes ($3.4 million), and higher costs ($1.5 million), partially offset by lower depletion rates ($1.6 million) and higher non-timber income ($0.8 million).

Harvest volumes decreased 15% to 1.01 million tons versus 1.19 million tons in the prior year period as some planned harvests have been deferred in response to soft market conditions.

Average delivered prices for domestic sawtimber decreased 13% to $98.89 per ton versus $114.20 per ton in the prior year period due to weaker domestic and export market demand, as well as less competition from export markets.

Average delivered pulpwood prices decreased 8% to $40.67 per ton versus $44.44 per ton in the prior year period as the prior year period benefited from stronger end-market demand.

Operating loss of $6.5 million decreased $18.2 million versus the prior year period due to lower net stumpage realizations ($15.3 million), lower volumes ($3.8 million), and higher costs ($2.8 million), partially offset by lower depletion rates ($2.1 million), the prior year period write-off of timber basis due to a fire in Washington ($1.1 million), and higher non-timber income ($0.5 million).

Year-to-date Adjusted EBITDA of $21.7 million was 55%, or $26.7 million, below the prior year period.

NEW ZEALAND TIMBER

Second quarter sales of $60.9 million decreased $18.0 million, or 23%, versus the prior year period.

Third quarter sales of $70.4 million decreased $2.0 million, or 3%, versus the prior year period .

Harvest volumes decreased 3% to 690,000 tons versus 712,000 tons in the prior year period , as some planned harvests were deferred in response to soft market conditions.

Average delivered prices for export sawtimber decreased 26% to $103.81 per ton versus $140.44 per ton in the prior year period, driven by increased salvage volume from Cyclone Gabrielle and weaker demand in China;

however, export sawtimber net stumpage realizations were relatively flat due to significantly lower port and freight costs versus the prior year period.

Average delivered prices for export sawtimber decreased 23% to $95.23 per ton versus $123.07 per ton in the prior year period , primarily due to weaker demand in China and increased supply from Cyclone Gabrielle salvage volume.

Despite the significant decline in delivered pricing, export sawtimber net stumpage realizations were down only 4% due to significantly lower port and freight costs versus the prior year period.

Average delivered prices for domestic sawtimber declined 9% to $63.45 per ton versus $69.69 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$0.66 per NZ$1.00).

dollar terms) was driven in part by the decline in the NZ$/US$ exchange rate (US$0.61 per NZ$1.00 versus US$0.62 per NZ$1.00).

Excluding the impact of foreign exchange rates, domestic sawtimber prices decreased 7% versus the prior year period , reflecting weaker domestic demand and decreased competition from export markets.

Operating income of $2.4 million decreased $5.6 million versus the prior year period due to lower carbon credit sales ($2.8 million), lower net stumpage realizations ($1.5 million), unfavorable foreign exchange impacts ($1.0 million), and lower volumes ($0.5 million), partially offset by lower depletion rates ($0.2 million).

Second quarter Adjusted EBITDA of $8.3 million was 44%, or $6.6 million, below the prior year period.

Third quarter non-timber / carbon credit sales totaled $15.6 million versus $6.4 million in the prior year period, as increased volumes were sold into the market following a significant uptick in NZU pricing.

Operating income of $17.6 million increased $8.3 million versus the prior year period primarily due to higher carbon credit sales ($9.3 million), partially offset by lower net stumpage realizations ($0.7 million) and lower volumes ($0.3 million).

Third quarter Adjusted EBITDA of $23.5 million was 51%, or $7.9 million, above the prior year period .

Year-to-date sales of $175.4 million decreased $27.3 million, or 13%, versus the prior year period .

Harvest volumes decreased 5% to 1,154,000 tons versus 1,217,000 tons in the prior year period, primarily due to lost production days resulting from Cyclone Gabrielle in the first quarter and deferred planned harvests in response to soft market conditions.

Average delivered prices for export sawtimber decreased 21% to $107.31 per ton versus $135.13 per ton in the prior year period, driven by weaker demand in China.

Harvest volumes decreased 4% to 1.84 million tons versus 1.93 million tons in the prior year period , primarily due to lost production days resulting from Cyclone Gabrielle in the first quarter and the deferral of planned harvests in response to soft market conditions.

Average delivered prices for export sawtimber decreased 21% to $102.93 per ton versus $130.71 per ton in the prior year period , driven by increased salvage volume from Cyclone Gabrielle and weaker demand in China.

Average delivered prices for domestic sawtimber decreased 8% to $67.46 per ton versus $73.72 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$0.67 per NZ$1.00).

dollar terms) was partially driven by the decline in the NZ$/US$ exchange rate (US$0.62 per NZ$1.00 versus US$0.65 per NZ$1.00).

Excluding the impact of foreign exchange rates, domestic sawtimber prices decreased 4% versus the prior year period , reflecting weaker domestic demand and decreased competition from export markets.

Operating income of $1.7 million decreased $11.7 million versus the prior year period as a result of lower carbon credit sales ($4.1 million), a timber write-off resulting from a tropical cyclone casualty event ($2.3 million), unfavorable foreign exchange impacts ($2.0 million), lower net stumpage realizations ($1.5 million), lower volumes ($1.2 million), and higher costs ($0.8 million), partially offset by lower depletion rates ($0.2 million).

Operating income of $19.3 million decreased $3.4 million versus the prior year period due to a timber write-off resulting from a tropical cyclone casualty event ($2.3 million), lower net stumpage realizations ($2.2 million), unfavorable foreign exchange impacts ($2.0 million), lower volumes ($1.5 million), and higher costs ($0.9 million), partially offset by higher carbon credit sales ($5.3 million) and lower depletion rates ($0.2 million).

Year-to-date Adjusted EBITDA of $37.9 million was 7% or $2.9 million, below the prior year period .

Second quarter sales of $32.0 million decreased $2.4 million, or 7%, versus the prior year period, while operating income of $8.6 million decreased $2.4 million versus the prior year period.

Sales and operating income decreased versus the prior year period primarily due to a lower number of acres sold (3,754 acres sold versus 4,694 acres sold in the prior year period), partially offset by a slight increase in weighted-average prices ($7,489 per acre versus $7,453 per acre in the prior year period).

Third quarter sales of $31.2 million increased $18.7 million versus the prior year period , while operating income of $9.2 million decreased $6.6 million versus the prior year period .

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

Sales increased versus the prior year period primarily due to a higher number of acres sold (4,281 acres sold versus 1,828 acres sold in the prior year period) and an increase in weighted-average prices ($5,781 per acre versus $5,064 per acre in the prior year period ).

Improved Development sales of $3.1 million included $1.8 million from the Heartwood development project south of Savannah, Georgia and $1.4 million from the Wildlight development project north of Jacksonville, Florida.

Sales in Heartwood consisted of a 101-acre parcel for $3.0 million ($30,000 per acre) sold to a national

homebuilder for the first phase of an active-adult community, two residential pod sales totaling 62 acres for $1.8 million ($29,000 per acre), and 47 finished residential lots for $2.1 million ($44,000 per lot or $258,000 per acre).

Sales in Wildlight consisted of a 97-acre parcel for $5.3 million ($55,000 per acre) sold to a national homebuilder for the second phase of an active-adult community.

Sales in Heartwood consisted of 24 finished residential lots for $1.1 million ($45,000 per lot or $290,000 per acre) and a 1.3-acre commercial parcel to be used for a quick-service restaurant for $0.7 million ($531,000 per acre).

Sales in Wildlight consisted of a 2-acre commercial parcel to be used for a convenience store for $1.4 million ($735,000 per acre).

This compares to Improved Development sales of $2.3 million in the prior year period.

Unimproved Development sales of $0.1 million consisted of a 10-acre transaction for $11,250 per acre.

There were no Unimproved Development sales in the prior year period.

Rural sales of $20.5 million consisted of 3,799 acres at an average price of $5,386 per acre.

This compares to prior year period sales of $7.0 million, which consisted of 1,809 acres at an average price of $3,848 per acre.

Timberland & Non-Strategic sales of $0.3 million consisted of a 76-acre transaction for $3,344 per acre.

Timberland & Non-Strategic sales of $1.1 million consisted of 466 acres at an average price of $2,266 per acre.

There were no Timberland & Non-Strategic sales in the prior year period.

Second quarter Adjusted EBITDA of $20.3 million decreased $5.1 million, or 20%, versus the prior year period.

Third quarter Adjusted EBITDA of $18.9 million increased $10.5 million versus the prior year period .

Year-to-date sales of $79.5 million decreased $1.5 million versus the prior year period , while operating income of $18.7 million decreased $18.2 million versus the prior year period .

Sales and operating income decreased in the first six months primarily due to lower volumes (5,841 acres sold versus 13,428 acres sold in the prior year period), partially offset by higher weighted-average prices ($7,028 per acre versus $5,087 per acre in the prior year period).

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

Sales and operating income decreased in the first nine months primarily due to lower volumes (10,122 acres sold versus 15,256 acres sold in the prior year period), partially offset by higher weighted-average prices ($6,501 per acre versus $5,084 per acre in the prior year period).

Year-to-date Adjusted EBITDA of $45.8 million decreased $12.7 million versus the prior year period.

Second quarter sales of $15.4 million decreased $12.3 million versus the prior year period due to lower volumes and prices.

Third quarter sales of $6.8 million decreased $4.8 million versus the prior year period due to lower volumes and prices.

Sales volumes decreased 35% to 61,000 tons versus 95,000 tons in the prior year period .

The Trading segment generated operating income of $0.1 million versus an operating loss of $0.4 million in the prior year period as improved margins more than offset reduced trading volume.

Second quarter Adjusted EBITDA of $0.1 million increased $0.5 million versus the prior year period.

The Trading segment generated an operating loss of $0.1 million versus operating income of $0.2 million in the prior year period.

Year-to-date sales of $34.8 million decreased $18.0 million versus the prior year period due to lower volumes and prices.

Sales volumes decreased 28% to 301,000 tons versus 415,000 tons in the prior year period.

The Trading segment generated operating income of $0.4 million versus an operating loss of $0.1 million in the prior year period.

Year-to-date Adjusted EBITDA of $0.4 million increased $0.5 million versus the prior year period.

Year-to-date operating income and Adjusted EBITDA of $0.4 million increased $0.3 million versus the prior year period as improved margins more than offset reduced trading volume.

CORPORATE AND OTHER EXPENSE / ELIMINATIONS

Second quarter corporate and other operating expenses of $10.3 million increased $0.2 million versus the prior year period, primarily driven by higher compensation and benefits expense ($0.8 million) and higher travel and transportation costs ($0.2 million), partially offset by lower legal expenses ($0.8 million).

Year-to-date corporate and other operating expenses of $18.9 million increased $1.3 million versus the prior year period, primarily due to higher compensation and benefits expense ($1.1 million), higher IT related expenses ($0.5 million), higher travel and transportation expense ($0.3 million) and higher other overhead expenses ($0.4 million), partially offset by lower legal expenses ($1.0 million).

Third quarter corporate and other operating expenses of $9.4 million increased $0.5 million versus the prior year period , primarily driven by higher compensation and benefits expenses.

Year-to-date corporate and other operating expenses of $28.3 million increased $1.7 million versus the prior year period , primarily due to higher compensation and benefits expenses.

INTEREST EXPENSE

Second quarter and year-to-date interest expense of $12.4 million and $24.1 million increased $3.4 million and $6.7 million, respectively, 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

Second quarter and year-to-date interest and other miscellaneous income included $11.4 million and $20.5 million, respectively, of net recoveries associated with legal settlements .

Third quarter and year-to-date interest expense of $12.6 million and $36.7 million increased $3.5 million and $10.3 million, respectively, versus the prior year period, primarily due to higher average outstanding debt and a higher weighted-average interest rate.

INTEREST AND OTHER MISCELLANEOUS INCOME, NET

Year-to-date interest and other miscellaneous income includes $20.5 million of net recoveries associated with legal settlements .

INCOME TAX EXPENSE

Second quarter and year-to-date income tax expense of $0.2 million and $1.2 million decreased $1.1 million and $5.6 million, respectively, versus the prior year period, primarily due to lower anticipated full-year results from our New Zealand subsidiary, which is the primary driver of income tax expense.

In our Southern Timber segment, we now expect full-year harvest volumes of 7.2 to 7.4 million tons as dry weather conditions have contributed to stronger-than-expected production levels.

However, we anticipate lower quarterly harvest volumes for the remainder of 2023 compared to the first half of the year.

We further expect a modest decline in weighted-average net stumpage realizations during the second half of 2023 compared to the second quarter driven by geographic mix and a seasonal increase in the proportion of thinning volume.

We continue to anticipate higher non-timber income for full-year 2023 as compared to full-year 2022, driven by growth in our Nature-Based Solutions businesses.

In our Pacific Northwest Timber segment, we now expect full-year harvest volumes of 1.4 to 1.5 million tons as we have deferred some planned harvests in response to soft market conditions.

We anticipate modestly higher weighted-average delivered log prices in the second half of 2023 compared to the first half based on improved end-market demand and lumber prices.

In our New Zealand Timber segment, we now expect full-year harvest volumes of 2.3 to 2.5 million tons as we have deferred some planned harvest volume in response to unfavorable market conditions.

Over the balance of the year, we anticipate that weighted-average delivered log prices will be modestly lower as compared to the first half of 2023, primarily due to weaker demand in both export and domestic markets as well as increased supply from Cyclone Gabrielle salvage operations.

However, we expect that lower port and freight costs will partially offset these headwinds.

Further, while we have tempered our full-year expectations for carbon credit sales based on significant market volatility and limited transaction activity in the first half of the year, we expect to be more active in the carbon market in the second half of the year following the recent uptick in NZU pricing in response to governmental action to stabilize the market.

In our Real Estate segment, the demand for HBU properties and timberland assets has remained remarkably strong despite the higher interest rate environment.

Based on the timing of anticipated closings, we expect that second half transaction volume and operating results in the Real Estate segment will be heavily weighted to the fourth quarter.

Third quarter and year-to-date income tax expense of $0.6 million and $1.8 million decreased $0.7 million and $6.3 million, respectively, versus the prior year period.

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

In our Southern Timber segment, we continue to expect higher non-timber income for full-year 2023 as compared to full-year 2022, driven by growth in our Land-Based Solutions businesses.

In our Pacific Northwest Timber segment, we expect continued softness in end-market demand for the balance of the year.

In our New Zealand Timber segment, we expect to remain active in the carbon market following the uptick in NZU pricing during the third quarter;

however, we anticipate a lower contribution from carbon sales relative to the third quarter.

In our Real Estate segment, the demand for HBU properties and timberland assets has remained strong despite the higher interest rate environment.

We expect a significant contribution from our Real Estate segment in the fourth quarter based on transaction volume expected to close.

LIQUIDITY AND CAPITAL RESOURCES

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SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS

June 30, December 31,

September 30, December 31,

(millions of dollars) 2023 2022

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Net debt to enterprise value (b)(c) 25 % 22 %

(a) Total debt as of June 30, 2023 and December 31, 2022 reflects principal on long-term debt, gross of deferred financing costs and unamortized discounts.

(a) Total debt as of September 30, 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 $31.40 and $32.96 as of June 30, 2023 and December 31, 2022, respectively.

“OP” units) plus net debt based on Rayonier’s share price of $28.46 and $32.96 as of September 30, 2023 and December 31, 2022, respectively.

AT-THE-MARKET (“ATM”) EQUITY OFFERING 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 June 30, 2023, $270.7 million remains available for issuance under the program.

As of September 30, 2023, $269.7 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

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

2023 2022 2023 2022

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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 six months ended June 30, 2023 and 2022:

The following table summarizes our cash flows from operating, investing and financing activities for the nine months ended September 30, 2023 and 2022:

(millions of dollars) 2023 2022

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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 June 30, 2023.

(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of September 30, 2023.

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

See Note 1 – Basis of Presentation for information regarding subsequent events that are expected to impact our future sources and uses of cash.

OFF-BALANCE SHEET ARRANGEMENTS

We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of their default on critical obligations, and collateral for outstanding claims under our previous workers’

compensation self-insurance programs.

These arrangements consist of standby letters of credit and surety bonds.

1 unchanged sentence

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 11 — Guarantees for details on the letters of credit and surety bonds as of June 30, 2023.

See Note 11 — Guarantees for details on the letters of credit and surety bonds as of September 30, 2023.

SUMMARY OF GUARANTOR FINANCIAL INFORMATION

16 unchanged sentences

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

for the six months ended June 30, 2023 and year ended December 31, 2022 are provided in the table below:

(in millions) June 30, 2023 December 31, 2022

for the nine months ended September 30, 2023 and year ended December 31, 2022 are provided in the table below:

(in millions) September 30, 2023 December 31, 2022

Current assets $89.9 $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 six months ended June 30, 2023 and year ended December 31, 2022 are provided in the table below:

(in millions) June 30, 2023 December 31, 2022

for the nine months ended September 30, 2023 and year ended December 31, 2022 are provided in the table below:

(in millions) September 30, 2023 December 31, 2022

Cost and expenses ($23.5) ($28.9)

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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) 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.

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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, timber write-offs resulting from casualty events and Large Dispositions.

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, the gain associated with the multi-family apartment complex sale attributable to noncontrolling interests, timber write-offs resulting from casualty events 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

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

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Non-cash cost of land and improved development 6.6 3.1 20.2 20.3

Non-operating (income) expense (a) (11.5) — (20.6) 0.6

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

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

Timber write-offs resulting from casualty events (b) — 1.1 2.3 1.1

Non-operating expense (income) (c) 0.1 (0.1) (20.5) 0.5

Adjusted EBITDA $78.9 $64.7 $202.9 $245.8

(a) The three and six months ended June 30, 2023 includes $11.4 million and $20.5 million, respectively, of net recoveries associated with legal settlements.

(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):

(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 casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events which cannot be salvaged.

The following tables provide a reconciliation of Operating Income (Loss) 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

June 30, 2023

September 30, 2023

Operating income (loss) $18.6 ($0.6) $17.6 $9.2 ($0.1) ($9.4) $35.4

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Adjusted EBITDA $37.8 $7.8 $23.5 $18.9 ($0.1) ($9.0) $78.9

June 30, 2022

Operating income (loss) $24.1 $2.9 $8.0 $11.0 ($0.4) ($10.1) $35.5

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-off resulting from a casualty event (b) — 1.1 — — — — 1.1

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

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

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

June 30, 2023

(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.

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

September 30, 2023

Operating income (loss) $62.6 ($6.5) $19.3 $18.7 $0.4 ($28.3) $66.1

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Adjusted EBITDA $124.2 $21.7 $37.9 $45.8 $0.4 ($27.1) $202.9

June 30, 2022

Operating income (loss) $54.4 $9.5 $13.4 $21.2 ($0.1) ($17.7) $80.8

September 30, 2022

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

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

Timber write-off resulting from casualty event (a) — 1.1 — — — — 1.1

Depreciation, depletion and amortization 46.8 35.6 18.2 12.7 — 0.9 114.2

2 unchanged sentences

(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.

(b) 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.

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

Six Months Ended June 30,

Nine Months Ended September 30,

Cash provided by operating activities $208.9 $209.9

Capital expenditures (a) (53.1) (48.2)

Net recoveries on legal settlements (20.5) —

Working capital and other balance sheet changes (21.8) (2.9)

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Cash used for financing activities ($134.2) ($237.6)

(a) Capital expenditures exclude timberland acquisitions of $9.3 million and $3.2 million during the six months ended June 30, 2023 and June 30, 2022, respectively.

(a) Capital expenditures exclude timberland acquisitions of $14.0 million and $3.2 million during the nine months ended September 30, 2023 and September 30, 2022, respectively.

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

Six Months Ended June 30,

Nine Months Ended September 30,

Purchase of timberlands ($14.0) ($3.2)

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