What changed in this filing

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Item 1. Business

2024-02-23 compared with 2023-02-24 · 133 added, 111 removed, 415 unchanged (37% of the section changed)

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We believe that we distinguish ourselves from other timberland owners and other alternative asset investments through the following competitive strengths:

• Leading Pure-Play Timberland REIT .

We are differentiated from other publicly-traded timberland REITs in that we are invested exclusively in timberlands and real estate and do not own any manufacturing assets.

We are the only publicly-traded “pure-play” timberland REIT, providing our investors with a focused, large-scale timberland investment alternative without taking on the risks and volatility inherent in direct ownership of forest products manufacturing assets.

• Well-Positioned for a Sustainable, Low-Carbon Economy.

Our forests mitigate climate change through carbon sequestration and further support clean air and water and wildlife habitats – all while being sustainably managed through continuous cycles of growth and harvest.

Our trees not only remove carbon from the atmosphere through photosynthesis while growing, but even after harvesting, a significant portion of the carbon removed from our forests can remain stored for an extended period of time within the wood products produced from our timber.

Life cycle assessment studies have demonstrated that wood-based building products generate fewer greenhouse gas emissions as compared to other building materials, such as concrete and steel.

We intend to be an industry leader in the rigor by which we measure our carbon footprint, the transparency of our disclosure, and in capitalizing on our ability to offer low-carbon solutions.

• Located in Premier Softwood Growing Regions with Access to Strong Markets .

Our geographically diverse timberland holdings are strategically located in core softwood producing regions, including the U.S.

Pacific Northwest and New Zealand.

• Only Pure-Play Timberland REIT .

We are the only publicly traded “pure-play” timberland REIT, providing our investors with a focused, large-scale timberland investment vehicle.

We are differentiated from other timberland REITs in that we do not own any manufacturing assets, which reduces volatility in our earnings and cash flow, and also enhances our ability to make nimble operational and portfolio management decisions to maximize shareholder value.

• Scale in Premier Softwood Timber Markets.

Our timberland holdings are strategically located in core softwood producing regions, many of which have favorable supply-demand dynamics that translate to superior cash flow generation per acre and per ton compared to industry benchmarks and other timberland owners.

Our most significant timberland holdings are located in the U.S.

South, in close proximity to a variety of established pulp, paper and wood products manufacturing facilities and export facilities, which provide a steady source of competitive demand for both pulpwood and higher-value sawtimber products.

Our Pacific Northwest and New Zealand timberlands benefit from strong domestic sawmilling markets and are located near ports to capitalize on export markets serving the Pacific Rim.

• Attractive Pipeline of HBU Opportunities.

We have a dedicated HBU platform with an established track record of selling rural and development HBU properties across our portfolio at strong premiums to timberland values.

We continuously evaluate the highest and best use of our lands and seek to capitalize on identified HBU opportunities through strategies uniquely tailored to maximize value, including selectively pursuing land-use entitlements and infrastructure improvements through one of our taxable REIT subsidiaries.

Our development activity is primarily consists of two distinct projects known as Wildlight ( north of Jacksonville, Florida) and Heartwood (south of Savannah, Georgia).

• Sophisticated Log Marketing Capabilities Serving Various Pacific Rim Markets .

We conduct a log trading operation based in New Zealand, which serves timberland owners in New Zealand and Australia and provides access to key export markets in China, South Korea and India.

This operation provides us with superior market intelligence and economies of scale, both of which add value to our timber export operations and contribute to our earnings and cash flows, with minimal investment.

• Advantageous Structure and Capitalization .

South, in close proximity to a variety of established pulp, paper, and wood products manufacturing facilities and export operations, which provide demand for both pulpwood and higher-value sawtimber products.

Our Pacific Northwest and New Zealand timberlands benefit from strong domestic sawmill markets as well as access to nearby ports to capitalize on exports to Pacific Rim markets.

• Well-Positioned to Provide Land-Based Solutions .

Our timberland portfolio is well-positioned to provide land-based solutions to support the transition to a low-carbon economy.

Specifically, we expect increased demand for (1) alternative and/or additional land uses, such as solar farms, wind farms, and carbon capture and storage;

(2) carbon offsets generated from the carbon sequestered through tree growth;

and (3) wood fiber for bioenergy and biofuel applications.

In particular, the location, scale, and geologic attributes of our assets in the U.S.

South provide us with a competitive advantage in providing superior solutions for solar energy and carbon capture and storage.

Select lands in our portfolio are also suitable for wind energy applications.

We currently have solar, carbon capture and storage, and wind leases in place with high-caliber counterparties, and we expect these and other new revenue streams associated with land-based solutions to grow in the future.

• Carbon Sequestration and Other Environmental Benefits of Our Forests.

We expect that the environmental attributes of our forestry assets will play an increasingly important role in creating value over time.

Our timberlands absorb significantly more carbon than we emit in our operations and position us to capitalize on the increasing demand for carbon solutions by companies, governments, and investors.

Our trees not only remove carbon from the atmosphere through photosynthesis while growing, but after harvesting, a significant portion of the carbon removed from our forests remains stored for an extended period of time within the wood products produced from our timber.

Further, our forests provide other environmental benefits—such as supporting clean air, water and wildlife habitat—all while being sustainably managed through continuous cycles of growth and harvest.

• Proven Real Estate Platform with Development Capabilities .

We have an established track record of identifying and selling rural and recreational HBU properties across our portfolio at significant premiums to timberland values.

We also have built differentiated in-house real estate development capabilities to pursue land-use entitlements and selective investments in infrastructure that create significantly higher developed real estate values on holdings near expanding urban areas.

Our current real estate development activity primarily consists of two distinct projects—one north of Jacksonville, Florida and another south of Savannah, Georgia.

In addition to these active projects, we have a multi-year pipeline of real estate development opportunities in Florida, Georgia, and Washington.

• Advantageous Structure and Conservative Capitalization .

Under our REIT structure, we are generally not required to pay federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities, which allows us to optimize the value of our portfolio in a tax efficient manner.

We also maintain a strong credit profile and have investment grade debt ratings.

As of December 31, 2022, our net debt to enterprise value was 22%.

We believe that our advantageous REIT structure and conservative capitalization provide us with a competitive cost of capital and significant financial flexibility to pursue growth initiatives.

We believe that our access to the public capital markets, advantageous REIT structure, and commitment to a conservative capitalization

provide us with a competitive cost of capital as well as the financial flexibility to execute a nimble capital allocation strategy with a view towards building long-term value per share.

Our business strategy consists of the following key elements:

• Manage our Timberlands on a Sustainable Yield Basis for Long-term Results.

We generate recurring income and cash flow from the harvest and sale of timber and intend to actively manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, generation of cash flow from harvesting activities, and responsible environmental stewardship.

Our harvesting strategy is designed to produce a long-term, sustainable yield, although we may adjust harvest levels periodically in response to then-current market conditions.

• Capitalize on Advantageous Net Carbon Position.

We estimate that our timberlands absorb more carbon than we emit in our operations.

As such, we are positioning ourselves to take advantage of increasing demands for carbon solutions by companies, governments and investors.

We rigorously analyze our carbon footprint and have developed a framework for collecting and reporting our carbon footprint to our investors and other stakeholders.

We expect that the unique environmental attributes of our forestry assets will play an increasingly important role in our efforts to create value over time.

• Apply Advanced Silviculture to Increase the Productivity of our Timberlands.

We use our forestry expertise and disciplined financial approach to determine the appropriate silviculture programs and investments to maximize returns.

This includes re-planting a significant portion of our harvested acres with improved seedlings we have developed through decades of research and cultivation.

Over time, we expect these improved seedlings will result in higher volumes per acre and a higher value product mix.

• Increase the Size and Quality of our Timberland Holdings through Acquisitions.

We intend to selectively pursue timberland acquisition opportunities that improve the average productivity of our timberland holdings, support cash flow generation from harvesting, and enhance our net carbon position.

Our acquisition strategy employs a disciplined approach with rigorous adherence to strategic and financial metrics.

Generally, we expect to focus our acquisition efforts on our existing operating areas.

We may also consider acquisition opportunities outside of our existing operating areas where we anticipate favorable long-term market dynamics and financial returns.

In 2022, we acquired approximately 141,000 acres of fee timberland.

We acquired an additional 102,000 acres of fee timberland in 2021 and 132,000 acres in 2020 (including 120,000 acres in the merger with Pope Resources).

Additionally, we acquired leases or long-term forestry rights covering approximately 1,000 acres in 2021 and 7,000 acres in 2020 (including 4,000 acres in the merger with Pope Resources).

• Optimize our Portfolio Value.

We continuously assess potential alternative uses of our timberlands, as some of our properties may become more valuable for development, residential, recreation, conservation, carbon sequestration or other purposes.

We intend to capitalize on such higher-valued uses by opportunistically monetizing HBU properties and/or land-use rights in our portfolio.

We generally expect that sales of HBU property will comprise approximately 1% to 2% of our Southern timberland holdings on an annual basis.

Our HBU sales involve rural and recreational land as well as properties where we selectively pursue various land-use entitlements and improvements for residential, commercial and industrial development in order to fully realize the enhanced long-term value potential of such properties.

We further have an added strategic focus to evaluate and advance business opportunities associated with nature-based solutions, including the long-term development of forest carbon markets.

• Focus on Timberland Operations to Support Cash Flow Generation.

As described above, we rely primarily on annual harvesting activities and ongoing sales of HBU properties to generate cash flow from our timberland holdings.

However, we also periodically generate income and cash flow from the sale of non-strategic and/or non-HBU timberlands, in particular as we seek to optimize our portfolio by disposing of less desirable properties or to fund capital allocation priorities, including share repurchases, debt repayment or acquisitions.

Our strategy is to limit reliance on planned sales of non-HBU timberlands to augment cash flow generation and instead rely primarily on supporting cash flow from the operation, rather than sale, of our timberlands.

We believe this strategy will support the sustainability of our harvesting activities over the long term.

• Promote Responsible Stewardship and Best-in-Class Disclosure.

• Own High-Quality Timberlands, Managed with a Long-Term Mindset.

We generate recurring income and cash flow primarily from the harvest and sale of timber.

We carefully manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, cash flow generation from harvesting activities, and responsible environmental stewardship.

Our timber harvesting strategy is designed to produce a long-term, sustainable yield, which in turn contributes to relatively stable cash flows and timber inventory over time.

We generally target annual harvest levels in line with our sustainable yield by segment, although we may adjust harvest levels periodically as a result of age-class variations in our portfolio or in response to market conditions.

• Active Portfolio Management.

We seek to continually upgrade our portfolio through selective acquisitions and dispositions in an effort to concentrate our timberland holdings in markets with the strongest cash flow attributes and most favorable long-term growth prospects.

Our strategy relies upon intensive analysis of supply and demand within localized timber markets, careful due diligence of regional timber inventory and site productivity, and comprehensive evaluation of potential HBU and land-based solutions upside.

We seek to optimize our risk-adjusted returns by making calculated buy and sell decisions based on objective underwriting criteria and rigorous adherence to strategic and financial metrics.

We further seek to mitigate risk and capitalize on synergy opportunities by focusing our acquisition efforts in areas where we have existing operations and proprietary market knowledge.

• Optimize Portfolio Value Through Differentiated Real Estate Platform.

We continuously evaluate the highest and best use of our lands and seek to capitalize on identified opportunities through strategies uniquely tailored to maximize the value of our lands.

Our real estate platform focuses on identifying and executing rural and recreational HBU property sales at significant premiums to our timberland hold value.

In addition, we selectively pursue land-use entitlements and invest in infrastructure improvements on certain properties that are well-suited for residential, commercial, and industrial development in order to fully realize their long-term value potential, as well as to enhance the value of our surrounding landholdings.

Our rural and recreational HBU property sales typically comprise approximately 1% to 2% of our Southern timberland holdings on an annual basis, while our current pipeline of development property sales is concentrated in two specific projects in the U.S.

South known as Wildlight and Heartwood.

• Unlock Asset Potential Through Land-Based Solutions.

The opportunity to provide land-based solutions from our timberlands to support the transition to a low-carbon economy—including solar leases, carbon capture and storage leases, carbon offsets, and fiber for bioenergy—is rapidly expanding.

We intend to engage in lease agreements, carbon projects, and other transactions that increase the cash flow generation and net present value of select properties that have the requisite location, scale, geologic attributes, and/or other qualities to support these land-based solutions.

To this end, we regularly assess our timberland portfolio to identify properties with land-based solutions potential, and we actively engage with credible counterparties to pursue value-enhancing transactions, generally with little to no incremental capital investment required by us.

• Pursue Nimble Approach to Capital Allocation.

We believe in maintaining a nimble approach to capital allocation, recognizing that different opportunities will become available at different points in the business cycle.

Our capital allocation philosophy is ingrained within our culture and employs a flexible, rather than prescriptive, approach with a view towards building long-term value per share.

We continuously evaluate a full range of capital allocation alternatives—including dividends, share buybacks, acquisitions, divestitures, debt reduction, and capital investments—to determine the optimal means to create value for our shareholders, and we will opportunistically pivot our capital allocation priorities accordingly.

• Employ Best-in-Class Stewardship and Disclosure Practices.

We are committed to responsible stewardship, environmentally and economically sustainable forestry, and positive climate change solutions.

As such, we are focused on continuing to develop and integrate robust environmental, social and governance (“ESG”) policies and best practices within our business.

We further intend to be an industry leader in transparent disclosure, particularly relating to our timberland holdings, harvest schedules, inventory, age-class profiles, carbon footprint and other meaningful data regarding our long-term sustainability.

We believe our continued commitment to transparency and the stewardship of our assets and capital will allow us to maintain our timberlands’ productivity, more effectively attract and deploy capital and enhance our reputation as a preferred timber industry supplier and employer.

We are further committed to being an industry leader in transparent disclosure, particularly relating to our timberland holdings, harvest schedules, timber inventory, age-class profiles, carbon footprint, and other pertinent data regarding our long-term sustainability.

We believe our continued commitment to transparency

around the stewardship of our assets and capital will allow us to effectively attract and deploy capital, and further enhance our reputation as a preferred industry supplier and employer.

SEGMENT INFORMATION

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The previously reported Timber Funds segment was liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022.

As a result, disclosure of the Timber Funds segment results is not presented for 2022, while prior year results are presented for historical purposes.

As a result, disclosure of the Timber Funds segment results are not presented for 2023 or 2022, while 2021 results are presented for historical purposes.

See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 — Segment and Geographical Information for information on sales and operating income by reportable segment and geographic region.

Our timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber, and New Zealand Timber.

Sales in the Timber segments include the harvesting of timber as well as other non-timber activities, including the leasing and licensing of properties, nature-based solutions, and carbon credit sales.

Sales in the Timber segments include the harvesting of timber as well as other non-timber activities, including the leasing and licensing of properties, land-based solutions, and carbon credit sales.

DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD

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Our estimated merchantable timber inventory changes over time as timber is harvested, as pre-merchantable timber transitions to merchantable timber, as existing merchantable timber inventory grows, as we acquire and sell timberland and as we periodically update our statistical sampling and growth and yield models.

Our timber inventory by product and age class for our U.S.

segments is presented herein as of September 30, 2022 and does not reflect acquisitions or dispositions completed in the fourth quarter.

Our timber inventory by product and age class for our Southern Timber segment is presented herein as of September 30, 2023 and does not reflect acquisitions or dispositions completed in the fourth quarter.

For our Pacific Northwest Timber segment, our timber inventory by product and age class is presented as of September 30, 2023 on a pro forma basis adjusted for our 55,000-acre Large Disposition in Oregon completed in the fourth quarter.

For purposes of calculating per unit depletion rates for the subsequent year, we estimate our merchantable timber inventory as of December 31, including the impact of acquisitions and dispositions.

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The following table sets forth the estimated volumes of merchantable timber inventory by location in short green tons as of September 30, 2023 for the South and Pacific Northwest and as of December 31, 2023 for New Zealand.

Merchantable timber inventory for the Pacific Northwest is presented on a pro forma basis adjusted for a 55,000-acre Large Disposition in Oregon completed in the fourth quarter:

(volumes in thousands of SGT)

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Moreover, our harvest level in any given year may deviate from our estimated sustainable yield due to variations in the age class of our timberlands, the product mix of our harvest ( i.e ., pulpwood versus sawtimber), our deliberate acceleration or deferral of harvest in response to market conditions, our thinning activity (in which we periodically remove some smaller trees from a stand to enhance long-term sawtimber potential of the remaining timber), or other factors.

We estimated sustainable yield for each of our core Timber segments as of December 31, 2022.

We estimated sustainable yield for each of our Timber segments as of December 31, 2023.

We manage our U.S.

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We also have a genetic seedling improvement program to enhance the productivity and quality of our timberlands and overall forest health.

In addition, non-timber income opportunities associated with our timberlands such as recreational licenses, considerations for the future HBU of the land, and nature-based solutions such as carbon sequestration and credit sales in our New Zealand Timber segment are integral parts of our site-specific management philosophy.

In addition, non-timber income opportunities associated with our timberlands such as recreational licenses, considerations for the future HBU of the land, and land-based solutions such as carbon sequestration and credit sales in our New Zealand Timber segment are integral parts of our site-specific management philosophy.

All of these activities are designed to maximize value while complying with SFI, or FSC and PEFC requirements.

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Merchantable Timber Inventory 74,685

(a) Table presented as of September 30, 2022 and does not include acquisitions completed in the fourth quarter.

(a) Table presented as of September 30, 2023 and does not include acquisitions or dispositions completed in the fourth quarter.

(b) 0 to 4 years includes clearcut acres not yet replanted.

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(e) Includes roads, rights of way and all other non-forested areas.

(f) Includes inventory that is less than 15 years old or less than 17 years old in Oklahoma.

(f) Includes inventory that is less than 15 years old in all states except for Oklahoma where the standard is less than 17 years old.

PACIFIC NORTHWEST TIMBER

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For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .

In 2022, we acquired a minimal amount of additional acres of timberlands in the Pacific Northwest region.

In 2023, we acquired approximately 400 acres of timberlands in the Pacific Northwest region.

For additional information, see Note 4 — Timberland Acquisitions .

We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 3,553 MMBF and 1,387 MMBF, respectively, as of September 30, 2022.

The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2022:

(volumes in MBF, except as noted)

In addition, we closed on a 55,000-acre Large Disposition in Oregon for $242.2 million.

See Item 7 — Results of Operations and for additional information.

We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 2,388 MMBF and 1,231 MMBF, respectively, as of September 30, 2023, on a pro forma basis adjusted for the 55,000-acre Large Disposition in Oregon completed in the fourth quarter.

The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2023, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Disposition:

(volumes in MBF, except as noted) (a)

Age Class Acres (000’s) Softwood

Pulpwood (e) Softwood

Sawtimber (e) Total (e)

Pulpwood (f) Softwood

Sawtimber (f) Total (f)

Commercial Forest

0 to 4 years (a) 48 — — —

0 to 4 years (b) 29 — — —

5 to 9 years 36 — — —

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Total Commercial Forest 307 270,568 1,894,930 2,165,498

Non-Commercial Forest (b) 4 3,771 22,486 26,257

Non-Commercial Forest (c) 4 3,517 21,372 24,889

Productive Forested Acres 311

Restricted Forest (c) 90 112,405 876,591 988,996

Restricted Forest (d) 82 26,344 171,468 197,812

Total Forested Acres and Gross Inventory 393 300,429 2,087,770 2,388,199

Non-Forested Acres (d) 18

Non-Forested Acres (e) 25

Gross Acres 418

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Total Merchantable Timber 1,231,058

Conversion factor for MBF to SGT (f) 7.75

Conversion factor for MBF to SGT 7.75

Total Merchantable Timber (thousands of SGT) 9,541

(a) 0 to 4 years includes clearcut acres not yet replanted.

(b) Includes non-commercial forests with limited productivity.

(c) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.

(d) Includes roads, rights of way, and all other non-forested areas.

(e) Includes a minor component of hardwood in red alder and other species.

(f) Conversion factor was adjusted from 7.99 to 7.75 in the current year to reflect an ongoing mix shift towards Douglas-fir, which has a lower MBF to SGT conversion ratio.

(a) Table presented as of September 30, 2023 and is presented on a pro forma basis adjusted for the 55,000-acre Large Disposition in Oregon.

(b) 0 to 4 years includes clearcut acres not yet replanted.

(d) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.

(e) Includes roads, rights of way, and all other non-forested areas.

(f) Includes a minor component of hardwood in red alder and other species.

NEW ZEALAND TIMBER

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For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .

In 2022, we acquired approximately 1,000 acres of timberland in New Zealand, including approximately 400 acres of leased lands.

In 2023, we acquired approximately 1,000 acres of leased lands in New Zealand.

For additional information, see Note 4 — Timberland Acquisitions .

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These units were received for net carbon sequestered between 2008 and 2018 and from subsequent units acquired during 2019 and 2021.

As of December 31, 2022, we do not have any surrender liabilities and all units are available to be freely monetized.

As of December 31, 2023, 415,608 NZUs have a surrender obligation in relation to the 2022 Final Emissions Return, of which 166,152 NZUs will be surrendered and the rest will be settled through a Fixed Price Option cash payment as allowed by the ETS.

See Note 23 — Other Assets for information about our cost basis in carbon credits.

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All of our U.S.

and New Zealand land or leasehold sales, including HBU and non-HBU, are reported in our Real Estate segment.

and New Zealand land sales, including HBU and non-HBU, are reported in our Real Estate segment.

We report our Real Estate sales in six categories:

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The Unimproved Development category comprises properties sold for development for which we have not invested in site improvements.

The Rural category comprises all real estate sales (excluding development sales) representing a demonstrable premium above timberland value.

The Timberland & Non-Strategic category includes all U.S.

and New Zealand real estate sales representing little to no premium to timberland value.

This category consists primarily of sales of property that management views as non-strategic to our long-term portfolio as well as sales of property for capital allocation purposes that do not fit the definition of a Large Disposition.

The Large Dispositions category includes sales of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value.

The Rural category comprises real estate sales (excluding development sales) representing a demonstrable premium above timberland value.

The Timberland & Non-Strategic category includes U.S.

and New Zealand real estate sales representing little to no premium to timberland value and generally comprising less productive assets that are deemed non-core to our operations.

Timberland & Non-strategic sales are effectuated in the ordinary course of business to improve our portfolio or in response to unsolicited offers.

The Large Dispositions category includes sales of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.

Proceeds from Large Dispositions are generally used to fund capital allocation priorities, such as share repurchases, debt repayment or acquisitions.

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The New Zealand market remains very competitive with 10-15 entities competing for export log supply at different ports across the country.

In 2022, no individual customer (or group of customers under common control) represented 10% or more of consolidated sales.

In 2023, we closed on a 55,000-acre Large Disposition to Manulife Investment Management on behalf of clients for $242.2 million, representing approximately 23% of consolidated sales.

There were no other individual customers (or group of customers under common control) who represented 10% or more of consolidated sales during the year.

Across all our segments, results are normally not impacted significantly by seasonal changes.

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Millsite Cleanup

With the in-water portion of the cleanup completed, there is expected to be relatively modest cleanup activity on the millsite and a monitoring period.

With the in-water portion of the cleanup completed, there was expected to be relatively modest cleanup activity on the millsite and a monitoring period.

In February 2018, Pope Resources and DOE entered into an agreed order with respect to the millsite under which Pope Resources performed a remedial investigation and feasibility study (“RI/FS”), which it submitted to DOE for review in January 2019.

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Nunes holds a Bachelors of Arts in Economics from Pomona College and an MBA from the Tepper School of Business at Carnegie Mellon University.

On October 30, 2023, Mr.

Nunes notified the Company that he will retire from his role as CEO, effective March 31, 2024.

McHugh, 48, Mr.

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in Finance from the University of Central Florida and a JD from Harvard Law School.

McHugh has been appointed by the Board as Mr.

Nunes’ successor and will become President and Chief Executive Officer, effective April 1, 2024.

Long, 53, Mr.

Long was appointed Executive Vice President and Chief Resource Officer in January 2023, having previously served as Senior Vice President, Forest Resources since December 2015.

Long oversees Rayonier’s global forestry operations, as well as emerging business opportunities associated with nature-based solutions.

Long oversees Rayonier’s global forestry operations, as well as emerging business opportunities associated with land-based solutions.

He joined Rayonier in 1995 as a GIS Forestry Analyst and held multiple positions of increasing responsibility within the forestry division prior to his most recent roles, including Vice President, U.S.

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Bridwell, 61, Mr.

Bridwell was appointed Vice President, General Counsel in June 2014 and assumed the role of Corporate Secretary in March 2015, having previously served as Assistant General Counsel for Land Resources from 2012 to June 2014 and Associate General Counsel for Timber and Real Estate from 2009 to 2012.

Bridwell was appointed Senior Vice President, General Counsel and Corporate Secretary in March 2023.

He was previously promoted to Vice President and General Counsel in June 2014, and shortly thereafter, assumed the additional role of Corporate Secretary in March 2015.

Bridwell previously served as Assistant General Counsel for Land Resources from 2012 to June 2014 and Associate General Counsel for Timber and Real Estate from 2009 to 2012.

He joined Rayonier in 2006 as Associate General Counsel for Performance Fibers.

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Pyatt, 53, Ms.

Pyatt was appointed Vice President, Human Resources and Information Technology in October 2015, having previously served as Vice President, Human Resources since July 2014.

She also previously served as Director, Compensation, Benefits and Employee Services from 2009 to July 2014 and Director, Compensation and Employee Services from 2006 to 2009.

Pyatt was appointed Senior Vice President, Human Resources and Information Technology in March 2023, having previously served as Vice President, Human Resources and Information Technology since October 2015.

Prior to this, she served as Vice President, Human Resources from July 2014 to October 2015, Director, Compensation, Benefits and Employee Services from 2009 to July 2014 and Director, Compensation and Employee Services from 2006 to 2009.

She joined Rayonier in 2003 as Manager, Compensation.

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Rhett Rogers, 47, Mr.

Rogers was appointed Vice President, Portfolio Management in February 2017, having previously served as Director, Land Asset Management.

Rogers was appointed Senior Vice President, Portfolio Management in March 2023 having previously served as Vice President, Portfolio Management since February 2017.

Rogers oversees the Company’s acquisition and disposition activities, including Rural HBU and non-strategic land sales, as well as its land information systems function.

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Tice is a Certified Public Accountant in the State of Florida.

In connection with Mr.

Nunes’ retirement and the Company’s leadership transition, Ms.

Tice will assume the position of Senior Vice President and Chief Financial Officer, effective April 1, 2024.

HUMAN CAPITAL

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Our Culture and Employee Retention

We view our culture as an asset and believe that fostering a healthy culture is critical to achieving our goals of being the preferred employer in the forestry industry and retaining key talent.

We use various means to encourage communication and information sharing across the organization.

We view our culture as an asset and believe that fostering a positive and healthy work environment is critical to achieving our goals of being the preferred employer in the forestry industry and retaining key talent.

We actively promote open communication and information sharing across the organization, while also empowering our employees to take initiative and contribute their ideas.

This approach ensures team members feel valued, engaged and capable of making a meaningful impact.

Every two years we conduct a formal company-wide employee survey to provide anonymous feedback to management.

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Employee Development

We offer a comprehensive approach to training and development which includes micro and on-demand learning, classroom programs, coaching and mentoring, cross-functional assignments, a job rotation program for early career foresters and conferences.

We provide a robust training and development program that encompasses a variety of learning methods to cater to diverse needs.

This includes micro and on-demand learning for quick and targeted skill upgrades, alongside traditional classroom programs for more in-depth learning.

We also emphasize professional growth through our coaching and mentoring program.

For those seeking broader experience, we offer cross-functional assignments and a specialized job rotation program designed for early career foresters.

We also provide a tuition reimbursement program, which reimburses 80% of the costs of approved degree programs.

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defensive driving, proper chainsaw use, ATV safety, CPR certifications and first aid, emergency evacuation, slips, trips and falls, overhead hazards, fire prevention, internal reporting of safety incidents, general forestry requirements and various other safety topics.

Rayonier achieved our goal in 2023—we had zero fatalities or significant incidents, and everybody went home safe, every day.

Our commitment to maintaining a safe working environment has not only safeguarded lives, but has also contributed to the overall success of our organization and industry.

It is through adherence to safety protocols and constant vigilance that we have created a workplace where everyone feels secure and supported.

We generally engage contractors to perform a number of critical functions, such as the planting of trees and the harvesting and hauling of logs.

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However, for our contracted workforce, activities associated with tree felling, extraction of logs and log transportation are the most critical risk areas.

In New Zealand, we have a comprehensive safety management program that includes both employees and contractors pursuant to local laws and the Health & Safety at Work Act 2015.

Similar industry practices and regulations do not exist in the United States for contractors.

Nonetheless, in addition to our employee safety programs in the U.S., we have initiated programs with our U.S.

contractors to better educate them on safe work practices.

In New Zealand, workplace safety is regulated by the Health and Safety at Work Act 2015.

Our safety management program includes both contractors and employees pursuant to local laws.

Regulations incorporating contractor safety do not exist in the U.S.

In line with our goal to provide an accident-free workplace for everyone, we have taken steps to promote safe work practices among our contractor workforce.

Our safety program focuses on establishing an open dialogue about safety issues with contractors.

The program includes safety alerts, tailgate meetings on safety topics, education on best management practices, and our near miss/incident reporting program.

We now require all contractors to have an active written safety program in place before working on our property.

In 2023, 798 safety near miss reports were submitted and 1,133 contractor safety meetings were conducted.

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This includes a comprehensive benefits package, flexible work arrangements and generous paid time off as well as specific workshops and programs tailored to locations.

Inclusion and Diversity

Rayonier is focused on promoting an inclusive and diverse workforce as we believe this plays an integral role in maintaining an engaging employee experience.

Inclusion and Belonging

Rayonier is focused on promoting an inclusive workforce as we believe this plays an integral role in maintaining an engaging employee experience.

As of December 31, 2023, we had 438 employees, 341 in the U.S.

and 97 in New Zealand.

The following charts provide details on diversity at Rayonier as of December 31, 2022:

We are seeking to improve our gender and racial diversity and have initiated actions to increase the diversity of qualified candidates.

To this end, alongside other initiatives, we have assembled an internal team to further enhance and improve our efforts around promoting a diverse and inclusive culture where all employees are supported, empowered and valued.

This team will guide policy objectives within our organization and identify initiatives to help increase diversity within the broader forestry industry.

The following charts provide a breakdown of Rayonier’s demographics as of December 31, 2023:

We seek to have an inclusive workforce and have initiated actions to develop a diverse pipeline of qualified candidates.

To this end, alongside other initiatives, we have assembled an internal team to further enhance and improve our efforts around promoting an inclusive culture where all employees are supported, empowered and valued.

This team will guide policy objectives within our organization and identify initiatives to help improve inclusivity within the broader forestry industry.

AVAILABILITY OF REPORTS AND OTHER INFORMATION

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

What changed 10-K

Item 1. Business