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Item 1. Financial Statements

2024-05-03 compared with 2023-11-03 · 264 added, 526 removed, 904 unchanged (47% of the section changed)

3 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

AND COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

SALES ( NOTE 3 )

3 unchanged sentences

Selling and general expenses ( 18,978 ) ( 16,778 )

Other operating (expense) income, net ( Note 14 )

Other operating income (expense), net ( Note 14 )

271 ( 2,516 )

2 unchanged sentences

Interest expense, net ( 9,744 ) ( 11,700 )

Interest and other miscellaneous income, net 529 1,252 21,725 990

Interest and other miscellaneous (expense) income, net ( 4,992 ) 9,554

INCOME BEFORE INCOME TAXES 1,474 8,476

Income tax expense ( Note 16 )

Income tax benefit (expense) ( Note 16 )

832 ( 1,039 )

1 unchanged sentence

Net income attributable to noncontrolling interests in the operating partnership ( 20 ) ( 174 )

Net income attributable to noncontrolling interests in consolidated affiliates ( 3,183 ) ( 10,828 ) ( 1,902 ) ( 12,478 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 929 ) 1,037

NET INCOME ATTRIBUTABLE TO RAYONIER INC.

19,237 20,578 46,561 73,999

OTHER COMPREHENSIVE INCOME (LOSS)

OTHER COMPREHENSIVE (LOSS) INCOME

Foreign currency translation adjustment, net of income tax effect of $ 0 and $ 0

2 unchanged sentences

2,966 ( 12,319 )

Amortization of pension and postretirement plans, net of income tax expense of $ 0 , $ 0 , $ 0 and $ 0

Total other comprehensive income (loss) 2,968 ( 5,057 ) ( 10,344 ) 11,673

COMPREHENSIVE INCOME 25,708 26,804 38,930 99,820

Comprehensive income attributable to noncontrolling interests in the operating partnership ( 373 ) ( 490 ) ( 592 ) ( 2,147 )

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 2,906 ) ( 8,029 ) ( 884 ) ( 6,670 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.

Pension and postretirement benefit plans, net of income tax effect of $ 1,222 and $ 0

Total other comprehensive loss ( 4,423 ) ( 16,051 )

COMPREHENSIVE LOSS ( 2,117 ) ( 8,614 )

Comprehensive loss attributable to noncontrolling interests in the operating partnership 17 156

Comprehensive loss attributable to noncontrolling interests in consolidated affiliates 947 1,032

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER INC.

($ 1,153 ) ($ 7,426 )

9 unchanged sentences

(Dollars in thousands)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

CURRENT ASSETS

3 unchanged sentences

Other receivables 5,145 11,517

Inventory ( Note 13 )

Inventory ( N ote 13 )

43,541 31,017

25 unchanged sentences

Accrued interest 9,913 7,094

Pension and other postretirement benefits ( N ote 15 )

Dividend and distribution payable — 30,148

Deferred revenue 20,900 19,012

3 unchanged sentences

1,361,985 1,365,773

PENSION AND OTHER POSTRETIREMENT BENEFITS ( NOTE 15 )

PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT ( NOTE 15 )

LONG-TERM LEASE LIABILITY 82,932 87,684

26 unchanged sentences

Balance, January 1, 2024 148,299,117 $ 1,497,641 $ 338,244 $ 24,651 $ 17,066 $ 1,877,602

Net income (loss) — — 8,474 — ( 1,037 ) 7,437

Net income — — 1,377 — 929 2,306

Net income attributable to noncontrolling interests in the operating partnership — — ( 20 ) — — ( 20 )

1 unchanged sentence

— — ( 42,777 ) — — ( 42,777 )

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 24

400 ( 10 ) — — — ( 10 )

Issuance of shares under incentive stock plans 752 — — — — —

3 unchanged sentences

Conversion of units into common shares 350,376 11,511 — — — 11,511

Amortization of pension and postretirement plan liabilities — — — 1 — 1

Pension and postretirement benefit plans — — — 9,562 — 9,562

Foreign currency translation adjustment — — — ( 16,178 ) ( 773 ) ( 16,951 )

1 unchanged sentence

Allocation of other comprehensive loss to noncontrolling interests in the operating partnership — — — 265 — 265

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,713 ) ( 1,713 )

Balance, March 31, 2024 148,649,321 $ 1,512,339 $ 296,533 $ 22,370 $ 14,405 $ 1,845,647

Net income — — 19,341 — ( 245 ) 19,096

Net income attributable to noncontrolling interests in the operating partnership — — ( 318 ) — — ( 318 )

Dividends ($ 0.285 per share) (a)

— — ( 42,279 ) — — ( 42,279 )

Costs associated with the “at-the-market” (ATM) equity offering program — ( 71 ) — — — ( 71 )

Issuance of shares under incentive stock plans 372,149 — — — — —

Stock-based compensation — 4,336 — — — 4,336

Repurchase of common shares ( 126,788 ) ( 4,147 ) — — — ( 4,147 )

Adjustment of noncontrolling interests in the operating partnership — — 4,296 — — 4,296

Conversion of units into common shares 10,103 304 — — — 304

Amortization of pension and postretirement plan liabilities — — — 2 — 2

Foreign currency translation adjustment — — — ( 8,790 ) ( 413 ) ( 9,203 )

Cash flow hedges — — — 12,273 ( 331 ) 11,942

Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 58 ) — ( 58 )

Balance, June 30, 2023 148,268,443 $ 1,489,696 $ 311,429 $ 24,295 $ 13,295 $ 1,838,715

RAYONIER INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(Dollars in thousands, except share data)

Common Shares Retained

Earnings Accumulated

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

Balance, June 30, 2023 148,268,443 $ 1,489,696 $ 311,429 $ 24,295 $ 13,295 $ 1,838,715

Net income — — 19,557 — 3,183 22,740

Net income attributable to noncontrolling interests in the operating partnership — — ( 320 ) — — ( 320 )

Dividends ($ 0.285 per share) (a)

— — ( 42,460 ) — — ( 42,460 )

Issuance of shares under incentive stock plans 3,959 — — — — —

Stock-based compensation — 3,365 — — — 3,365

Repurchase of common shares ( 968 ) ( 29 ) — — — ( 29 )

Adjustment of noncontrolling interests in the operating partnership — — 6,890 — — 6,890

Conversion of common units to common shares 15,904 479 — — — 479

Amortization of pension and postretirement plan liabilities — — — 2 — 2

Foreign currency translation adjustment — — — ( 4,180 ) ( 233 ) ( 4,413 )

Cash flow hedges — — — 7,423 ( 44 ) 7,379

Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 36 ) — ( 36 )

Balance, September 30, 2023 148,287,338 $ 1,493,511 $ 295,096 $ 27,504 $ 16,201 $ 1,832,312

(a) For information regarding distributions to noncontrolling interests in the operating partnership, see the Rayonier Inc.

6 unchanged sentences

Earnings Accumulated

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

Balance, January 1, 2023 147,282,631 $ 1,462,945 $ 366,637 $ 35,813 $ 15,317 $ 1,880,712

Net income — — 29,986 — 1,012 30,998

Net income (loss) — — 8,474 — ( 1,037 ) 7,437

Net income attributable to noncontrolling interests in the operating partnership — — ( 174 ) — — ( 174 )

8 unchanged sentences

Conversion of units into common shares 729,551 23,881 — — — 23,881

Amortization of pension and postretirement plan liabilities — — — 188 — 188

Foreign currency translation adjustment — — — 5,668 790 6,458

Cash flow hedges — — — 39,822 605 40,427

Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 101 ) — ( 101 )

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,566 ) ( 1,566 )

Balance, March 31, 2022 146,107,688 $ 1,421,946 $ 389,077 $ 25,973 $ 44,643 $ 1,881,639

Net income — — 24,650 — 637 25,287

Net income attributable to noncontrolling interests in the operating partnership — — ( 546 ) — — ( 546 )

Dividends ($ 0.285 per share) (a)

— — ( 42,098 ) — — ( 42,098 )

Costs associated with the “at-the-market” (ATM) equity offering program — ( 63 ) — — — ( 63 )

Issuance of shares under incentive stock plans 304,887 1,983 — — — 1,983

Stock-based compensation — 4,412 — — — 4,412

Repurchase of common shares ( 91,820 ) ( 3,991 ) — — — ( 3,991 )

Adjustment of noncontrolling interests in the operating partnership — — 11,412 — — 11,412

Conversion of units into common shares 977 42 — — — 42

Amortization of pension and postretirement plan liabilities — — — 188 — 188

Foreign currency translation adjustment — — — ( 34,373 ) ( 1,912 ) ( 36,285 )

Cash flow hedges — — — 8,247 ( 2,492 ) 5,755

Allocation of other comprehensive loss to noncontrolling interests in the operating partnership — — — 575 — 575

Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 27,860 ) ( 27,860 )

Balance, June 30, 2022 146,321,732 $ 1,424,329 $ 382,495 $ 610 $ 13,016 $ 1,820,450

RAYONIER INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(Dollars in thousands, except share data)

Common Shares Retained

Earnings Accumulated

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

Balance, June 30, 2022 146,321,732 $ 1,424,329 $ 382,495 $ 610 $ 13,016 $ 1,820,450

Net income — — 21,033 — 10,828 31,861

Net income attributable to noncontrolling interests in the operating partnership — — ( 455 ) — — ( 455 )

Dividends ($ 0.285 per share) (a)

— — ( 42,052 ) — — ( 42,052 )

Costs associated with the “at-the-market” (ATM) equity offering program — ( 38 ) — — — ( 38 )

Issuance of shares under incentive stock plans 760 19 — — — 19

Stock-based compensation — 2,636 — — — 2,636

Repurchase of common shares ( 569 ) ( 20 ) — — — ( 20 )

Adjustment of noncontrolling interests in the operating partnership — — 23,363 — — 23,363

Conversion of common units to common shares 100,902 3,696 — — — 3,696

Amortization of pension and postretirement plan liabilities — — — 188 — 188

Pension and postretirement benefit plans — — — 1 — 1

Foreign currency translation adjustment — — — ( 3,552 ) ( 181 ) ( 3,733 )

1 unchanged sentence

Allocation of other comprehensive loss to noncontrolling interests in the operating partnership — — — 1,110 — 1,110

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 9,789 ) ( 9,789 )

Balance, September 30, 2022 146,422,825 $ 1,430,622 $ 384,384 ($ 1,599 ) $ 11,256 $ 1,824,663

Balance, March 31, 2023 148,012,979 $ 1,489,274 $ 330,389 $ 20,868 $ 14,284 $ 1,854,815

(a) For information regarding distributions to noncontrolling interests in the operating partnership, see the Rayonier Inc.

5 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

5 unchanged sentences

Deferred income taxes ( 1,004 ) ( 1,155 )

Amortization of losses from pension and postretirement plans 4 564

Pension settlement charge 5,673 —

Timber write-offs resulting from casualty events — 2,302

13 unchanged sentences

FINANCING ACTIVITIES

Issuance of debt — 406,842

Repayment of debt — ( 531,842 )

Dividends paid on common shares ( 127,587 ) ( 123,619 )

Distributions to noncontrolling interests in the operating partnership ( 2,265 ) ( 2,754 )

Proceeds from the issuance of common shares under incentive stock plan — 2,580

Dividends paid on common shares (a) ( 72,258 ) ( 42,149 )

Distributions to noncontrolling interests in the operating partnership (b) ( 1,085 ) ( 861 )

Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs — ( 10 )

7 unchanged sentences

Balance, end of period $ 160,580 $ 103,736

Nine Months Ended September 30,

(a) The three months ended March 31, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million.

The additional dividend was paid on January 12, 2024, to shareholders of record on December 29, 2023.

(b) The three months ended March 31, 2024 includes an additional cash distribution of $ 0.20 per operating partnership unit, totaling $ 0.5 million.

The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.

Three Months Ended March 31,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

1 unchanged sentence

Interest (a) $ 800 $ 3,802

Income taxes (b) 4,651 14,627

Income taxes 1,845 2,203

Non-cash investing activity:

Capital assets purchased on account 7,330 5,689

Non-cash financing activity:

Noncontrolling interests in consolidated affiliates redemption of shares (c) — 27,860

(a) Interest paid is presented net of patronage paymen ts receive d of $ 6.2 million a n d $ 6.0 million for the nine months ended September 30, 2023 and September 30, 2022, respectively.

(a) Interest paid is presented net of patronage paymen ts receive d of $ 8.1 million a n d $ 6.1 million for the three months ended March 31, 2024 and March 31, 2023, respectively.

For additional information on patronage payments, see Note 7 — Debt in the 2023 Form 10-K.

(b) Income taxes paid in 2022 were elevated due to timing of required tax payments for the New Zealand subsidiary following a full utilization of its net operating losses.

(c) In the second quarter of 2022, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million.

See Notes to Consolidated Financial Statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

AND COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands, except per unit amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

SALES ( NOTE 3 )

3 unchanged sentences

Selling and general expenses ( 18,978 ) ( 16,778 )

Other operating (expense) income, net ( Note 14 )

Other operating income (expense), net ( Note 14 )

271 ( 2,516 )

2 unchanged sentences

Interest expense, net ( 9,744 ) ( 11,700 )

Interest and other miscellaneous income, net 529 1,252 21,725 990

Interest and other miscellaneous (expense) income), net ( 4,992 ) 9,554

INCOME BEFORE INCOME TAXES 1,474 8,476

Income tax expense ( Note 16 )

Income tax benefit (expense) ( Note 16 )

832 ( 1,039 )

NET INCOME 2,306 7,437

Net income attributable to noncontrolling interests in consolidated affiliates ( 3,183 ) ( 10,828 ) ( 1,902 ) ( 12,478 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 929 ) 1,037

NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.

4 unchanged sentences

Net income attributable to unitholders 1,377 8,474

OTHER COMPREHENSIVE INCOME (LOSS)

OTHER COMPREHENSIVE (LOSS) INCOME

Foreign currency translation adjustment, net of income tax effect of $ 0 and $ 0

2 unchanged sentences

2,966 ( 12,319 )

Amortization of pension and postretirement plans, net of income tax expense of $ 0 , $ 0 , $ 0 and $ 0

Total other comprehensive income (loss) 2,968 ( 5,057 ) ( 10,344 ) 11,673

COMPREHENSIVE INCOME 25,708 26,804 38,930 99,820

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 2,906 ) ( 8,029 ) ( 884 ) ( 6,670 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.

Pension and postretirement benefit plans, net of income tax expense of $ 1,222 and $ 0

Total other comprehensive loss ( 4,423 ) ( 16,051 )

COMPREHENSIVE LOSS ( 2,117 ) ( 8,614 )

Comprehensive loss attributable to noncontrolling interests in consolidated affiliates 947 1,032

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS ($ 1,170 ) ($ 7,582 )

9 unchanged sentences

(Dollars in thousands)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

CURRENT ASSETS

31 unchanged sentences

Accrued interest 9,913 7,094

Pension and other postretirement benefits ( Note 1 5 )

Distribution payable — 30,148

Deferred revenue 20,900 19,012

28 unchanged sentences

Balance, January 1, 2024 $ 18,325 $ 1,814,193 $ 28,018 $ 17,066 $ 1,877,602

Net income (loss) 85 8,389 — ( 1,037 ) 7,437

Distributions on units ($ 0.285 per unit)

( 431 ) ( 42,602 ) — — ( 43,033 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 24

— ( 10 ) — — ( 10 )

Stock-based compensation 25 2,474 — — 2,499

Repurchase of units — ( 41 ) — — ( 41 )

Adjustment of Redeemable Operating Partnership Units ( 6 ) ( 573 ) — — ( 579 )

Conversion of units into common shares 239 23,642 — — 23,881

Amortization of pension and postretirement plan liabilities — — 1 — 1

Foreign currency translation adjustment — — ( 3,552 ) ( 181 ) ( 3,733 )

Cash flow hedges — — ( 12,504 ) 185 ( 12,319 )

Balance, March 31, 2023 $ 18,163 $ 1,798,174 $ 24,194 $ 14,284 $ 1,854,815

Net income 14 1,363 — 929 2,306

1 unchanged sentence

( 434 ) ( 42,940 ) — — ( 43,374 )

Costs associated with the “at-the-market” (ATM) equity offering program ( 1 ) ( 70 ) — — ( 71 )

Stock-based compensation 32 3,186 — — 3,218

2 unchanged sentences

Conversion of units into common shares 115 11,396 — — 11,511

Amortization of pension and postretirement plan liabilities — — 2 — 2

Foreign currency translation adjustment — — ( 8,790 ) ( 413 ) ( 9,203 )

Cash flow hedges — — 12,273 ( 331 ) 11,942

Balance, June 30, 2023 $ 17,977 $ 1,779,764 $ 27,679 $ 13,295 $ 1,838,715

Net income 196 19,361 — 3,183 22,740

Distributions on units ($ 0.285 per unit)

( 432 ) ( 42,727 ) — — ( 43,159 )

Stock-based compensation 34 3,331 — — 3,365

Repurchase of units — ( 29 ) — — ( 29 )

Adjustment of Redeemable Operating Partnership Units 72 7,161 — — 7,233

Conversion of units into common shares 5 474 — — 479

Amortization of pension and postretirement plan liabilities — — 2 — 2

Pension and postretirement benefit plans — — 9,562 — 9,562

Foreign currency translation adjustment — — ( 16,178 ) ( 773 ) ( 16,951 )

Cash flow hedges — — 4,070 ( 1,104 ) 2,966

Balance, September 30, 2023 $ 17,852 $ 1,767,335 $ 30,924 $ 16,201 $ 1,832,312

Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,713 ) ( 1,713 )

Balance, March 31, 2024 $ 18,057 $ 1,787,713 $ 25,472 $ 14,405 $ 1,845,647

Units Accumulated

Comprehensive

Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

Balance, January 1, 2023 $ 18,251 $ 1,806,895 $ 40,249 $ 15,317 $ 1,880,712

Net income 300 29,686 — 1,012 30,998

Net income (loss) 85 8,389 — ( 1,037 ) 7,437

Distributions on units ($ 0.285 per unit)

2 unchanged sentences

— ( 10 ) — — ( 10 )

Issuance of units under incentive stock plans 4 411 — — 415

Stock-based compensation 25 2,474 — — 2,499

2 unchanged sentences

Conversion of units into common shares 239 23,642 — — 23,881

Amortization of pension and postretirement plan liabilities — — 188 — 188

Pension and postretirement benefit plans — — 1 — 1

Foreign currency translation adjustment — — ( 3,552 ) ( 181 ) ( 3,733 )

Cash flow hedges — — ( 12,504 ) 185 ( 12,319 )

Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,566 ) ( 1,566 )

Balance, March 31, 2023 $ 18,163 $ 1,798,174 $ 24,194 $ 14,284 $ 1,854,815

Net income 246 24,404 — 637 25,287

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,612 ) — — ( 43,042 )

Costs associated with the “at-the-market” (ATM) equity offering program ( 1 ) ( 62 ) — — ( 63 )

Issuance of units under incentive stock plans 20 1,963 — — 1,983

Stock-based compensation 44 4,368 — — 4,412

Repurchase of units ( 40 ) ( 3,951 ) — — ( 3,991 )

Adjustment of Redeemable Operating Partnership Units 124 12,261 — — 12,385

Conversion of units into common shares — 42 — — 42

Amortization of pension and postretirement plan liabilities — — 188 — 188

Foreign currency translation adjustment — — ( 34,373 ) ( 1,912 ) ( 36,285 )

Cash flow hedges — — 8,247 ( 2,492 ) 5,755

Noncontrolling interests in consolidated affiliates redemption of shares — — — ( 27,860 ) ( 27,860 )

Balance, June 30, 2022 $ 18,031 $ 1,785,126 $ 4,277 $ 13,016 $ 1,820,450

Net income 210 20,823 — 10,828 31,861

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,537 ) — — ( 42,967 )

Costs associated with the “at-the-market” (ATM) equity offering program ( 1 ) ( 37 ) — — ( 38 )

Issuance of units under incentive stock plans — 19 — — 19

Stock-based compensation 27 2,609 — — 2,636

Repurchase of units — ( 20 ) — — ( 20 )

Adjustment of Redeemable Operating Partnership Units 239 23,633 — — 23,872

Conversion of units into common shares 37 3,659 — — 3,696

Amortization of pension and postretirement plan liabilities — — 188 — 188

Foreign currency translation adjustment — — ( 24,065 ) ( 1,327 ) ( 25,392 )

Cash flow hedges — — 21,619 ( 1,472 ) 20,147

Distributions to noncontrolling interests in consolidated affiliates — — — ( 9,789 ) ( 9,789 )

Balance, September 30, 2022 $ 18,113 $ 1,793,275 $ 2,019 $ 11,256 $ 1,824,663

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

5 unchanged sentences

Deferred income taxes ( 1,004 ) ( 1,155 )

Amortization of losses from pension and postretirement plans 4 564

Pension settlement charge 5,673 —

Timber write-offs resulting from casualty events — 2,302

13 unchanged sentences

FINANCING ACTIVITIES

Issuance of debt — 406,842

Repayment of debt — ( 531,842 )

Distributions on units ( 129,852 ) ( 126,373 )

Proceeds from the issuance of units under incentive stock plan — 2,580

Distributions on units (a) ( 73,343 ) ( 43,010 )

Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs — ( 10 )

7 unchanged sentences

Balance, end of period $ 160,580 $ 103,736

Nine Months Ended September 30,

(a) The three months ended March 31, 2024 includes an additional cash distribution of $ .20 per operating partnership unit, totaling $ 30.2 million.

The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.

Three Months Ended March 31,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

1 unchanged sentence

Interest (a) $ 800 $ 3,802

Income taxes (b) 4,651 14,627

Income taxes 1,845 2,203

Non-cash investing activity:

Capital assets purchased on account 7,330 5,689

Non-cash financing activity:

Noncontrolling interests in consolidated affiliates redemption of shares (c) — 27,860

(a) Interest paid is presented net of patronage paymen ts received of $ 6.2 million an d $ 6.0 million for the nine months ended September 30, 2023 and September 30, 2022, respectively.

(a) Interest paid is presented net of patronage paymen ts received of $ 8.1 million an d $ 6.1 million for the three months ended March 31, 2024 and March 31, 2023, respectively.

For additional information on patronage payments, see Note 7 — Debt in the 2023 Form 10-K.

(b) Income taxes paid in 2022 were elevated due to timing of required tax payments for the New Zealand subsidiary following a full utilization of its net operating losses.

See Notes to Consolidated Financial Statements.

14 unchanged sentences

These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC (the “2023 Form 10-K”).

As of September 30, 2023, the Company owned a 98.4 % interest in the Operating Partnership, with the remaining 1.6 % interest owned by limited partners of the Operating Partnership.

As of March 31, 2024, the Company owned a 98.6 % interest in the Operating Partnership, with the remaining 1.4 % interest owned by limited partners of the Operating Partnership.

As the sole general partner of the Operating Partnership, Rayonier Inc.

2 unchanged sentences

For a full description of our other significant accounting policies, see Note 1 — Summary of Significant Accounting Policies in our 2023 Form 10-K.

REVENUE RECOGNITION

NON-TIMBER SALES

Carbon Capture and Storage Sales

Carbon capture and storage (“CCS”) sales are primarily comprised of revenue generated from granting land access and the right to inject, sequester and permanently store carbon dioxide in a subsurface area.

CCS contracts contain variable consideration arrangements, which may include variable durations, rates, access acres and carbon volumes.

The determination of the transaction price and the allocation of the transaction price to the performance obligations may require significant judgment and is based on management’s estimate of the most likely amount of consideration we expect to receive as of the reporting date.

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

The estimation of variable consideration requires us to make certain judgments and assumptions regarding the amount and timing of future payments, which may be impacted by factors such as changes in market conditions, competition or other factors beyond our control.

As a result, actual amounts of variable consideration could differ from our estimates.

We regularly review our estimates of variable consideration and, if necessary, adjust the transaction price and related revenue recognition accordingly.

Any such adjustments are recorded in the period in which the estimate is revised.

NEW ACCOUNTING STANDARDS

There have been no recently adopted or pending accounting pronouncements which are applicable or are expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the entity’s CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and for interim periods in fiscal years beginning after December 15, 2024.

We do not expect the adoption of this pronouncement to impact our consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires enhanced annual income tax disclosures, primarily through changes to the rate reconciliation and income taxes paid reconciliation.

The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2024.

Early adoption and retrospective application are permitted.

We do not expect the adoption of this pronouncement to impact our consolidated financial statements.

Recent accounting pronouncements adopted or pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

SUBSEQUENT EVENTS

We have evaluated events occurring from March 31, 2024 to the date of issuance of these Consolidated Financial Statements for potential recognition or disclosure in the consolidated financial statements.

No events were identified that warranted recognition or disclosure.

SEGMENT AND GEOGRAPHICAL INFORMATION

Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation.

We evaluate financial performance based on segment operating income and Adjusted Earnings Before Interest, Taxes, Depreciation, Depletion and Amortization

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

SUBSEQUENT EVENTS

Announcement of Oregon Disposition

As disclosed in our Current Report on Form 8-K filed with the SEC on November 2, 2023, we entered into an agreement for the sale of approximately 55,000 acres of timberland in Oregon to Manulife Investment Management on behalf of clients for $ 242 million (~$ 4,400 per acre).

The transaction is expected to close in the fourth quarter of 2023, and $ 150 million of the proceeds are expected to be used to repay the unhedged portion of our 2022 Incremental Term Loan borrowings.

See Note 6 – Debt for additional information.

Defined Benefit Pension Plan Distributions

In connection with the termination of the Company’s Defined Benefit Plan (“the Plan”), payments were disbursed to plan participants who chose the lump sum distribution option on October 31, 2023.

The lump sum disbursements were sourced from Plan assets.

We expect to make cash contributions to fund the Defined Benefit Plan on a plan termination basis in 2024.

See Note 15 – Employee Benefit Plans for additional information.

SEGMENT AND GEOGRAPHICAL INFORMATION

Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation.

We evaluate financial performance based on segment operating income and Adjusted Earnings Before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”).

(“Adjusted EBITDA”).

Asset information is not reported by segment, as we do not produce asset information by segment internally.

Operating income as presented in the Consolidated Statements of Income and Comprehensive Income is equal to segment income.

Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income are not allocated to segments.

These items, which include interest expense, miscellaneous income (expense) and income tax benefit (expense), are not considered by management to be part of segment operations and are included under “unallocated interest expense and other.”

The following tables summarize the segment information for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended September 30, Nine Months Ended September 30,

Operating income as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) is equal to segment income.

Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income (Loss) are not allocated to segments.

These items, which include interest expense, interest and miscellaneous (expense) income and income tax benefit (expense), are not considered by management to be part of segment operations and are included under “unallocated interest expense and other.”

The following tables summarize the segment information for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

SALES 2024 2023

7 unchanged sentences

(a) Primarily consists of log marketing fees paid to our Trading segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended September 30, Nine Months Ended September 30,

OPERATING INCOME 2023 2022 2023 2022

Three Months Ended March 31,

OPERATING INCOME (LOSS) 2024 2023

Southern Timber $ 23,005 $ 22,223

Pacific Northwest Timber (a) ( 557 ) 2,179 ( 6,475 ) 11,729

New Zealand Timber (b) 17,555 9,280 19,265 22,653

Real Estate (c) 9,187 15,749 18,720 36,953

Pacific Northwest Timber ( 4,360 ) ( 3,543 )

New Zealand Timber (a) 7,430 ( 663 )

Real Estate ( 128 ) 883

Trading 41 341

1 unchanged sentence

Total Operating Income 16,210 10,622

Unallocated interest expense and other (d) ( 12,069 ) ( 7,804 ) ( 15,030 ) ( 25,486 )

Unallocated interest expense and other (b) ( 14,736 ) ( 2,146 )

Total Income before Income Taxes $ 1,474 $ 8,476

(a) The three and nine months ended September 30, 2022 include $ 1.1 million of timber write-offs resulting from casualty events.

Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of Sales.”

(b) The nine months ended September 30, 2023 includes a $ 2.3 million timber write-off resulting from a casualty event.

Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of Sales.”

(c) The three and nine months ended September 30, 2022 include an $ 11.5 million gain associated with the multi-family apartment complex sale attributable to noncontrolling interests (“NCI”).

The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Other operating (expense) income, net.”

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

Three Months Ended September 30, Nine Months Ended September 30,

(a) The three months ended March 31, 2023 includes $ 2.3 million of timber write-offs resulting from casualty events.

Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of Sales.”

(b) The three months ended March 31, 2024 includes $ 5.7 million of pension settlement charges and $ 1.3 million of net costs associated with legal settlements.

The three months ended March 31, 2023 includes $ 9.1 million of net recoveries associated with legal settlements.

Three Months Ended March 31,

DEPRECIATION, DEPLETION AND AMORTIZATION 2024 2023

5 unchanged sentences

Total $ 37,083 $ 37,599

Three Months Ended September 30, Nine Months Ended September 30,

NON-CASH COST OF LAND AND IMPROVED DEVELOPMENT 2023 2022 2023 2022

Real Estate $ 6,586 $ 3,149 $ 20,189 $ 20,289

Total $ 6,586 $ 3,149 $ 20,189 $ 20,289

PERFORMANCE OBLIGATIONS

We recognize revenue when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”).

Unsatisfied performance obligations as of September 30, 2023 are primarily due to advances on stumpage contracts, unearned license revenue, unearned carbon capture and storage revenue and post-closing obligations on real estate sales.

Of these performance obligations, $ 23.8 million is expected to be recognized within the next twelve months , with the remaining $ 11.3 million expected to be recognized thereafter as we satisfy our

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended March 31,

NON-CASH COST OF LAND AND IMPROVED DEVELOPMENT 2024 2023

Real Estate $ 2,953 $ 4,208

Total $ 2,953 $ 4,208

PERFORMANCE OBLIGATIONS

Unsatisfied performance obligations as of March 31, 2024 are primarily due to advances on stumpage contracts, unearned license revenue, unearned carbon capture and storage revenue and post-closing obligations on real estate sales.

Of these performance obligations, $ 20.9 million is expected to be recognized within the next twelve months , with the remaining $ 15.3 million expected to be recognized thereafter as we satisfy our performance obligations.

We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component.

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Contract liabilities are recognized as revenue as (or when) we perform under the contract.

The following table contains contract balances recorded in the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022:

September 30, 2023 December 31, 2022 Balance Sheet Location

The following table contains contract balances recorded in the Consolidated Balance Sheets at March 31, 2024 and December 31, 2023:

March 31, 2024 December 31, 2023 Balance Sheet Location

Contract assets

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(a) The increase in trade receivables was primarily driven by timing of sales in our timber segments.

(b) The increase in deferred revenue, current is driven by the timing of renewals of hunting contracts and the current portion of a carbon capture and storage contract entered into in the first quarter of 2023, partially offset by the satisfaction of post-closing obligations on real estate sales and stumpage contracts.

(b) The increase in deferred revenue, current is driven by the current portion of a carbon capture and storage contract entered into in the first quarter of 2024, partially offset by the satisfaction of post-closing obligations on real estate sales and the timing of renewals of hunting contracts.

(c) The increase in deferred revenue, non-current is primarily driven by a carbon capture and storage contract entered into in the first quarter of 2024.

The following table summarizes revenue recognized during the three and nine months ended September 30, 2023 and 2022 that was included in the contract liability balance at the beginning of each year:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

The following table summarizes revenue recognized during the three months ended March 31, 2024 and 2023 that was included in the contract liability balance at the beginning of each year:

Three Months Ended March 31,

Revenue recognized from contract liability balance at the beginning of the year (a) $ 10,235 $ 11,400

6 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our revenue from contracts with customers disaggregated by product type for the three and nine months ended September 30, 2023 and 2022:

The following tables present our revenue from contracts with customers disaggregated by product type for the three months ended March 31, 2024 and 2023:

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

September 30, 2023

March 31, 2024

Pulpwood $ 25,931 $ 1,551 $ 7,754 — $ 1,138 — $ 36,374

3 unchanged sentences

License Revenue, Primarily From Hunting 5,275 95 51 — — — 5,421

Other Non-Timber/Carbon Revenue 2,664 1,045 15,482 — — — 19,191

Land-Based Solutions (a) 1,710 — — — — — 1,710

Other Non-Timber/Carbon Credit Revenue 2,127 869 3,490 — — — 6,486

Agency Fee Income — — — — 330 — 330

1 unchanged sentence

Improved Development — — — 1,825 — — 1,825

Unimproved Development — — — 114 — — 114

Rural — — — 8,728 — — 8,728

Timberland & Non-Strategic — — — 610 — — 610

Deferred Revenue/Other (a) — — — 5,981 — — 5,981

Deferred Revenue/Other (b) — — — 4,112 — — 4,112

Total Real Estate Sales — — — 15,275 — — 15,275

4 unchanged sentences

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

September 30, 2022

Pulpwood $ 32,564 $ 2,989 $ 7,645 — $ 1,112 — $ 44,310

Sawtimber 20,943 29,630 58,412 — 10,053 — 119,038

Hardwood 4,221 — — — — — 4,221

Total Timber Sales 57,728 32,619 66,057 — 11,165 — 167,569

License Revenue, Primarily from Hunting 5,141 326 118 — — — 5,585

Other Non-Timber/Carbon Revenue 1,680 1,452 6,277 — — — 9,409

Agency Fee Income — — — — 289 — 289

Total Non-Timber Sales 6,821 1,778 6,395 — 289 — 15,283

Improved Development — — — 2,296 — — 2,296

Rural — — — 6,964 — — 6,964

Deferred Revenue/Other (a) — — — 2,769 — — 2,769

Total Real Estate Sales — — — 12,029 — — 12,029

Revenue from Contracts with Customers 64,549 34,397 72,452 12,029 11,454 — 194,881

Lease Revenue — — — 406 — — 406

Intersegment — — — — 128 ( 128 ) —

Total Revenue $ 64,549 $ 34,397 $ 72,452 $ 12,435 $ 11,582 ($ 128 ) $ 195,287

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

September 30, 2023

Pulpwood $ 76,152 $ 7,358 $ 20,953 — $ 3,328 — $ 107,791

Sawtimber 95,663 83,963 137,868 — 30,130 — 347,624

Hardwood 3,169 — — — — — 3,169

Total Timber Sales 174,984 91,321 158,821 — 33,458 — 458,584

License Revenue, Primarily From Hunting 17,632 780 212 — — — 18,624

Other Non-Timber/Carbon Revenue 11,509 3,960 16,405 — — — 31,874

Agency Fee Income — — — — 952 — 952

Total Non-Timber Sales 29,141 4,740 16,617 — 952 — 51,450

Improved Development — — — 20,155 — — 20,155

Unimproved Development — — — 114 — — 114

Rural — — — 42,587 — — 42,587

Timberland & Non-Strategic — — — 2,947 — — 2,947

Deferred Revenue/Other (a) — — — 12,642 — — 12,642

Total Real Estate Sales — — — 78,445 — — 78,445

Revenue from Contracts with Customers 204,125 96,061 175,438 78,445 34,410 — 588,479

Lease Revenue — — — 1,047 — — 1,047

Intersegment — — — — 357 ( 357 ) —

Total Revenue $ 204,125 $ 96,061 $ 175,438 $ 79,492 $ 34,767 ($ 357 ) $ 589,526

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

September 30, 2022

March 31, 2023

Pulpwood $ 26,783 $ 3,715 $ 6,081 — $ 1,439 — $ 38,018

3 unchanged sentences

License Revenue, Primarily from Hunting 5,222 136 55 — — — 5,413

Other Non-Timber/Carbon Revenue 4,338 3,630 11,607 — — — 19,575

Land-Based Solutions (a) 835 — — — — — 835

Other Non-Timber/Carbon Credit Revenue 3,339 787 286 — — — 4,412

Agency Fee Income — — — — 334 — 334

3 unchanged sentences

Timberland & Non-Strategic — — — 1,637 — — 1,637

Deferred Revenue/Other (a) — — — 2,498 — — 2,498

Deferred Revenue/Other (b) — — — 3,093 — — 3,093

Total Real Estate Sales — — — 16,031 — — 16,031

3 unchanged sentences

Total Revenue $ 71,842 $ 34,419 $ 44,105 $ 16,276 $ 12,569 ($ 129 ) $ 179,082

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

(a) Consists of sales from carbon capture and storage (“CCS”), solar and wind energy contracts.

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

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our timber sales disaggregated by contract type for the three and nine months ended September 30, 2023 and 2022:

The following tables present our timber sales disaggregated by contract type for the three months ended March 31, 2024 and 2023:

Three Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Trading Total

September 30, 2023

Stumpage Pay-as-Cut $ 25,454 — — — $ 25,454

Stumpage Lump Sum — 969 — — 969

Total Stumpage 25,454 969 — — 26,423

Delivered Wood (Domestic) 26,907 24,085 15,265 10 66,267

Delivered Wood (Export) 1,770 2,787 39,598 6,391 50,546

Total Delivered 28,677 26,872 54,863 6,401 116,813

Total Timber Sales $ 54,131 $ 27,841 $ 54,863 $ 6,401 $ 143,236

September 30, 2022

Stumpage Pay-as-Cut $ 21,111 — — — $ 21,111

Stumpage Lump Sum 288 121 — — 409

Total Stumpage 21,399 121 — — 21,520

Delivered Wood (Domestic) 33,010 30,837 18,825 260 82,932

Delivered Wood (Export) 3,319 1,661 47,232 10,905 63,117

Total Delivered 36,329 32,498 66,057 11,165 146,049

Total Timber Sales $ 57,728 $ 32,619 $ 66,057 $ 11,165 $ 167,569

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Nine Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Trading Total

September 30, 2023

March 31, 2024

Stumpage Pay-as-Cut $ 33,530 3 — — $ 33,533

5 unchanged sentences

Total Timber Sales $ 60,866 $ 24,228 $ 42,159 $ 11,333 $ 138,586

September 30, 2022

March 31, 2023

Stumpage Pay-as-Cut $ 30,477 — — — $ 30,477

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Accordingly, we consolidate the New Zealand subsidiary’s balance sheet and results of operations.

Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income under the caption “Net income attributable to noncontrolling interests in consolidated affiliates.” Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.

Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Net income attributable to noncontrolling interests in consolidated affiliates.” Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

3 unchanged sentences

The following table sets forth the Company’s noncontrolling interests in the operating partnership:

Three Months Ended September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Three Months Ended

Beginning noncontrolling interests in the operating partnership

1 unchanged sentence

Adjustment of noncontrolling interests in the operating partnership

( 6,890 ) ( 23,363 ) ( 8,810 ) ( 32,131 )

Conversions of redeemable operating partnership units to common shares

1 unchanged sentence

Net income attributable to noncontrolling interests in the operating partnership

320 455 811 1,670

Other Comprehensive Income (Loss) attributable to noncontrolling interests in the operating partnership

Other comprehensive loss attributable to noncontrolling interests in the operating partnership

( 265 ) ( 1,110 )

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EARNINGS PER SHARE AND PER UNIT

Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc.

by the weighted average number of common shares outstanding.

Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units and noncontrolling interests in operating partnership units.

The following table provides details of the calculations of basic and diluted earnings per common share of the Company:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Earnings per common share - basic

1 unchanged sentence

Net income attributable to noncontrolling interests in the operating partnership ( 20 ) ( 174 )

Net income attributable to noncontrolling interests in consolidated affiliates ( 3,183 ) ( 10,828 ) ( 1,902 ) ( 12,478 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 929 ) 1,037

Net income attributable to Rayonier Inc.

5 unchanged sentences

Net Income $ 2,306 $ 7,437

Net income attributable to noncontrolling interests in consolidated affiliates ( 3,183 ) ( 10,828 ) ( 1,902 ) ( 12,478 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 929 ) 1,037

Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership $ 1,377 $ 8,474

7 unchanged sentences

$ 0.01 $ 0.06

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Anti-dilutive shares excluded from the computations of diluted earnings per common share:

Stock options, performance shares, restricted shares and restricted stock units 93,575 64,667

Total 164,521 126,132 156,835 78,634

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P.

by the weighted average number of units outstanding.

Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P.

by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares and restricted stock units

The following table provides details of the calculations of basic and diluted earnings per unit of the Operating Partnership:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Earnings per unit - basic

Net Income $ 2,306 $ 7,437

Net income attributable to noncontrolling interests in consolidated affiliates ( 3,183 ) ( 10,828 ) ( 1,902 ) ( 12,478 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 929 ) 1,037

Net income available to unitholders $ 1,377 $ 8,474

4 unchanged sentences

Net Income $ 2,306 $ 7,437

Net income attributable to noncontrolling interests in consolidated affiliates ( 3,183 ) ( 10,828 ) ( 1,902 ) ( 12,478 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 929 ) 1,037

Net income available to unitholders $ 1,377 $ 8,474

6 unchanged sentences

$ 0.01 $ 0.06

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit:

Stock options, performance shares, restricted shares and restricted stock units 93,575 64,667

Total 164,521 126,132 156,835 78,634

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Our debt consisted of the following at September 30, 2023:

September 30, 2023

Our debt consisted of the following at March 31, 2024:

March 31, 2024

Senior Notes due 2031 at a fixed interest rate of 2.75 %

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(a) Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder loans since inception.

The following table contains information on the outstanding variable rate debt as of September 30, 2023:

The following table contains information on the outstanding variable rate debt as of March 31, 2024:

Debt Periodic Interest Rate (a) Effective Fixed Interest Rate (b)

4 unchanged sentences

(a) Includes credit spread adjustment of 0.1 %.

(b) Effective interest rate is after consideration of interest rate swaps and estimated patronage refunds.

(b) Effective interest rate is after consideration of interest rate swaps and estimated patronage.

Principal payments due during the next five years and thereafter are as follows:

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2024 DEBT ACTIVITY

During the nine months ended September 30, 2023, we made no borrowings or repayments on our Revolving Credit Facility.

At September 30, 2023, we had available borrowings of $ 296.2 million under the Revolving Credit Facility, net of $ 3.8 million to secure our outstanding letters of credit.

See Note 1 - Basis of Presentation for information regarding subsequent events related to our 2022 Incremental Term Loan borrowings.

During the three months ended March 31, 2024, we made no borrowings or repayments on our Revolving Credit Facility.

At March 31, 2024, we had available borrowings of $ 293.0 million under the Revolving Credit Facility, net of $ 7.0 million to secure our outstanding letters of credit.

New Zealand Debt

In July 2023, the New Zealand subsidiary renewed its NZ$ 20 million working capital facility, extending its maturity date to June 30, 2024.

During the nine months ended September 30, 2023, the New Zealand subsidiary made no borrowings or repayments on its working capital facility (the “New Zealand Working Capital Facility”).

At September 30, 2023, the New Zealand subsidiary had NZ$ 20.0 million of available borrowings under its working capital facility.

During the three months ended March 31, 2024, the New Zealand subsidiary made no borrowings or repayments on its working capital facility (the “New Zealand Working Capital Facility”).

At March 31, 2024, the New Zealand subsidiary had NZ$ 20.0 million of available borrowings under its working capital facility.

DEBT COVENANTS

In connection with our 2015 Term Loan Facility, 2016 Incremental Term Loan Facility, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and Revolving Credit Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios.

The covenants listed below, which are the most significant financial covenants in effect as of September 30, 2023, are calculated on a trailing 12-month basis:

In connection with our 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and Revolving Credit Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios.

The covenants listed below, which are the most significant financial covenants in effect as of March 31, 2024, are calculated on a trailing 12-month basis:

Covenant Requirement Actual Ratio Favorable

1 unchanged sentence

Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 43 % 22 %

In addition to the financial covenants listed above, the Senior Notes due 2031, 2015 Term Loan Facility, 2016 Incremental Term Loan Facility, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others.

At September 30, 2023, we were in compliance with all applicable covenants.

In addition to the financial covenants listed above, the Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others.

At March 31, 2024, we were in compliance with all applicable covenants.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

9 unchanged sentences

Our New Zealand subsidiary’s domestic sales and operating expenses are predominately denominated in New Zealand dollars, while its export sales, shareholder distributions and ocean freight payments are predominately denominated in U.S.

To the extent New Zealand dollar costs exceed New Zealand dollar revenues (the

To the extent New Zealand dollar costs exceed New Zealand dollar revenues (the “foreign exchange exposure”), the New Zealand subsidiary manages the foreign exchange exposure through the use of derivative financial instruments.

It typically hedges a portion of export sales receipts to cover 50 % to 90 % of the projected foreign exchange exposure for the following 12 months, up to 75 % for the forward 12 to 18 months and up to 50 % for the forward 18 to 24 months.

Additionally, it will occasionally hedge export sales receipts to cover up to 50 % of the foreign exchange exposure for the forward 24 to 36 months and up to 25 % of the foreign exchange

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

“foreign exchange exposure”), the New Zealand subsidiary manages the foreign exchange exposure through the use of derivative financial instruments.

Additionally, it will occasionally hedge export sales receipts to cover up to 50 % of the foreign exchange exposure for the forward 24 to 36 months and up to 25 % of the foreign exchange exposure for the forward 36 to 48 months when the New Zealand dollar is at a cyclical low versus the U.S.

exposure for the forward 36 to 48 months when the the New Zealand dollar is at a cyclical low versus the U.S.

The New Zealand subsidiary’s trading operations typically hedge a portion of export sales receipts to cover the projected foreign exchange exposure for the following three months.

As of September 30, 2023, foreign currency exchange contracts and foreign currency option contracts had maturity dates through September 2026 and July 2026, respectively.

As of March 31, 2024, foreign currency exchange contracts and foreign currency option contracts had maturity dates through March 2027.

Foreign currency exchange and option contracts hedging foreign currency risk qualify for cash flow hedge accounting.

9 unchanged sentences

INTEREST RATE SWAPS

The following table contains information on the outstanding interest rate swaps as of September 30, 2023:

The following table contains information on the outstanding interest rate swaps as of March 31, 2024:

Outstanding Interest Rate Swaps (a)

Date Entered Into Term Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt (b) Total Effective Interest Rate (c)

August 2015 9 years $ 170,000 Term Credit Agreement 2.10 % 1.70 % 3.80 %

August 2015 9 years 180,000 Term Credit Agreement 2.26 % 1.70 % 3.96 %

August 2015 9 years $ 170,000 2015 Term Loan 2.10 % 1.70 % 3.80 %

August 2015 9 years 180,000 2015 Term Loan 2.26 % 1.70 % 3.96 %

April 2016 10 years 100,000 2016 Incremental Term Loan 1.50 % 1.75 % 3.25 %

April 2016 10 years 100,000 2016 Incremental Term Loan 1.51 % 1.75 % 3.26 %

May 2021 7 years 200,000 2021 Incremental Term Loan Facility

May 2021 7 years 200,000 2021 Incremental Term Loan

0.67 % 1.65 % 2.32 %

December 2022 5 years 100,000 2022 Incremental Term Loan Facility

December 2022 5 years 100,000 2022 Incremental Term Loan

3.72 % 1.70 % 5.42 %

2 unchanged sentences

FORWARD-STARTING INTEREST RATE SWAPS

In March 2023, we modified our benchmark rates from LIBOR to Daily Simple SOFR for our forward-starting interest rates swaps, resulting in slightly favorable fixed rates.

In May 2023, we entered into a new $ 50 million forward-starting interest rate swap, benchmarked to Daily Simple SOFR.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table contains information on the outstanding forward-starting interest rate swaps as of September 30, 2023:

FORWARD-STARTING INTEREST RATE SWAPS

The following table contains information on the outstanding forward-starting interest rate swaps as of March 31, 2024:

Outstanding Forward-Starting Interest Rate Swaps (a)

Date Entered Into Term Notional Amount Fixed Rate of Swap Related Debt Facility Forward Date Maximum Period Ending for Forecasted Issuance Date

April 2020 4 years $ 100,000 0.78 % Term Credit Agreement August 2024 N/A

May 2020 4 years 50,000 0.64 % Term Credit Agreement August 2024 N/A

May 2023 4 years 50,000 3.29 % Term Credit Agreement August 2024 N/A

April 2020 4 years $ 100,000 0.78 % 2015 Term Loan August 2024 N/A

May 2020 4 years 50,000 0.64 % 2015 Term Loan August 2024 N/A

May 2023 4 years 50,000 3.29 % 2015 Term Loan August 2024 N/A

(a) All forward-starting interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.

The following tables demonstrate the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2023 and 2022:

The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30,

Income Statement Location 2024 2023

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other comprehensive income (loss) $ 1,752 ($ 4,464 )

Other operating (expense) income, net ( 1,796 ) ( 2,669 )

Foreign currency option contracts Other comprehensive income (loss) ( 26 ) ( 1,754 )

Other operating (expense) income, net ( 196 ) —

Interest rate products Other comprehensive income (loss) 12,381 26,607

Interest expense, net ( 4,810 ) ( 62 )

Nine Months Ended

September 30,

Income Statement Location 2023 2022

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other comprehensive income (loss) $ 5,753 ($ 15,373 )

Other operating (expense) income, net ( 5,801 ) ( 2,598 )

Foreign currency option contracts Other comprehensive income (loss) ( 858 ) ( 2,304 )

Other operating (expense) income, net ( 244 ) —

Interest rate products Other comprehensive income (loss) 20,416 76,372

Foreign currency exchange contracts Other comprehensive (loss) income ($ 5,490 ) $ 3,813

Other operating income (expense), net 459 ( 2,429 )

Foreign currency option contracts Other comprehensive (loss) income ( 1,638 ) ( 270 )

Other operating income (expense), net 8 —

Interest rate products Other comprehensive (loss) income 15,041 ( 9,660 )

Interest expense, net ( 7,278 ) ( 3,463 )

During the next 12 months, the amount of the September 30, 2023 AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximate ly $ 24.7 million.

During the next 12 months, the amount of the March 31, 2024 AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximate ly $ 22.5 million.

The following table contains details of the expected reclassified amounts into earnings:

4 unchanged sentences

Interest rate products (a) 23,625

Total estimated gain on derivatives contracts $ 24,692

Total estimated net gain on derivatives contracts $ 22,470

(a) These reclassified amounts are expected to fully offset variable interest rate payments made to debt holders, resulting in no net impact on our earnings or cash flows.

7 unchanged sentences

Notional Amount

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Derivatives designated as cash flow hedges:

3 unchanged sentences

Forward-starting interest rate swaps 200,000 200,000

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022.

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at March 31, 2024 and December 31, 2023.

Changes in balances of derivative financial instruments are recorded as operating activities in the Consolidated Statements of Cash Flows:

Location on Balance Sheet Fair Value Assets / (Liabilities) (a)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Derivatives designated as cash flow hedges:

7 unchanged sentences

Other non-current liabilities ( 1,186 ) ( 789 )

Interest rate swaps Other assets 62,520 60,843

Interest rate swaps Other current assets 3,600 5,742

Other assets 42,986 37,983

Other non-current liabilities — ( 546 )

Forward-starting interest rate swaps Other assets 16,959 12,790

Other non-current liabilities — ( 8 )

Total derivative contracts:

21 unchanged sentences

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table presents the carrying amount and estimated fair values of our financial instruments as of September 30, 2023 and December 31, 2022, using market information and what we believe to be appropriate valuation methodologies under GAAP:

September 30, 2023 December 31, 2022

The following table presents the carrying amount and estimated fair values of our financial instruments as of March 31, 2024 and December 31, 2023, using market information and what we believe to be appropriate valuation methodologies under GAAP:

March 31, 2024 December 31, 2023

Asset (Liability) (a) Carrying

10 unchanged sentences

Noncontrolling interests in the operating partnership (e) 69,589 — 69,589 81,651 — 81,651

(a) We did not have Level 3 assets or liabilities at September 30, 2023 and December 31, 2022.

(a) We did not have Level 3 assets or liabilities at March 31, 2024 and December 31, 2023.

(b) Restricted cash represents proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow.

31 unchanged sentences

Like the liability that attaches to current property owners in the cleanup context, liability for natural resource damages (“NRD”) can attach to a property simply because an injury to natural resources resulted from releases of contaminated materials on or from the owner’s property, regardless of culpability for the release.

Changes in environmental and NRD liabilities from December 31, 2022 to September 30, 2023 are shown below:

Changes in environmental and NRD liabilities from December 31, 2023 to March 31, 2024 are shown below:

Port Gamble, WA

4 unchanged sentences

Increase to liabilities (a) 2,667

Total Balance at September 30, 2023

Total Balance at March 31, 2024

Current portion ( 14,414 )

Non-current portion at September 30, 2023

(a) Reflects revised environmental and NRD cost estimates recorded during the nine months ended September 30, 2023.

Non-current portion at March 31, 2024

(a) The increase in liabilities reflects revised environmental and NRD cost estimates recorded during the three months ended March 31, 2024.

It is expected that the upland mill site cleanup and NRD restoration will occur over the next one to two years , while the monitoring of Port Gamble Bay, mill site, and landfills will continue for an additional 15 to 20 years.

3 unchanged sentences

Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount.

For further information on the timing and amount of future payments related to our environmental remediation liabilities, see Note 10 - Commitments in our 2022 Form 10-K.

We do not currently anticipate any material loss in excess of the amounts accrued;

9 unchanged sentences

We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.

As of September 30, 2023, the following financial guarantees were outstanding:

As of March 31, 2024, the following financial guarantees were outstanding:

Financial Commitments (a) Maximum Potential

5 unchanged sentences

(b) Approximately $ 6.3 million of the standby letters of credit serve as credit support for real estate construction in our Wildlight development project.

The remaining letters of credit support various insurance related agreements, primarily workers’ compensation.

These letters of credit will expire at various dates during 2023 and 2024 and will be renewed as required.

The remaining letters of credit support various insurance related agreements.

These letters of credit will expire at various dates during 2024 and will be renewed as required.

(c) Surety bonds are issued primarily to secure performance obligations related to various operational activities and to provide collateral for our Wildlight development project in Nassau County, Florida and our Heartwood development project in Richmond Hill, Georgia.

These surety bonds expire at various dates during 2024, 2025, and 2026 and are expected to be renewed as required.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS

5 unchanged sentences

For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Changes in higher and better use timberlands and real estate development investments from December 31, 2022 to September 30, 2023 are shown below:

Changes in higher and better use timberlands and real estate development investments from December 31, 2023 to March 31, 2024 are shown below:

Higher and Better Use Timberlands and Real Estate Development Investments

11 unchanged sentences

Intersegment transfers 9,442 — 9,442

Total Balance at September 30, 2023

Total Balance at March 31, 2024

97,801 47,559 145,360

Current portion (a) ( 14,068 ) ( 24,889 ) ( 38,957 )

Non-current portion at September 30, 2023

Non-current portion at March 31, 2024

$ 83,733 $ 22,670 $ 106,403

2 unchanged sentences

(b) Capitalized real estate development investments include $ 0.3 million of capitalized interest and $ 2.4 million of parcel real estate development investments.

Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within a year.

As of September 30, 2023 and December 31, 2022, our inventory consisted entirely of finished goods, as follows:

September 30, 2023 December 31, 2022

Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year.

As of March 31, 2024 and December 31, 2023, our inventory consisted entirely of finished goods, as follows:

March 31, 2024 December 31, 2023

Finished goods inventory

12 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

OTHER OPERATING (EXPENSE) INCOME, NET

Other operating (expense) income, net consisted of the following:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Loss on foreign currency remeasurement, net of cash flow hedges ($ 1,555 ) ($ 1,158 ) ($ 5,713 ) ($ 481 )

OTHER OPERATING INCOME (EXPENSE), NET

Other operating income (expense), net consisted of the following:

Three Months Ended March 31,

Gain (loss) on foreign currency remeasurement, net of cash flow hedges $ 242 ($ 2,484 )

Gain on sale or disposal of property and equipment 10 2

Equity income related to Bainbridge Landing LLC joint venture (a) — 15,848 — 15,477

Miscellaneous (expense) income, net ( 99 ) ( 118 ) 105 ( 638 )

Miscellaneous income (expense), net 19 ( 34 )

Total $ 271 ($ 2,516 )

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

As the equity investment was co-owned with outside investors, $ 4.5 million of the equity income was attributable to Rayonier.

RAYONIER INC.

16 unchanged sentences

The unfunded plan was terminated on July 31, 2023.

We expect to recognize pre-tax non-cash pension settlement charges related to the actuarial losses currently in AOCI upon settlement of the obligations of the Defined Benefit and Excess Benefit Plans.

These charges are currently expected to occur in 2023 and 2024, with the specific timing and final amounts dependent upon several factors.

We expect to make cash contributions of approximately $ 7.6 million during the settlement process in order to fund the Defined Benefit Plan on a plan termination basis.

The Defined Benefit Plan will be settled upon completion of lump sum distributions and purchase of annuity contracts.

The settlement is expected to be completed by the end of Q2 2024.

The Excess Benefit Plan will be settled entirely with lump sum payments with expected cash contributions in 2024 of approximately $ 1.3 million.

Projected cash contributions are an estimate, as actual amounts will be dependent upon the nature and timing of participant settlements and interest rates, as well as prevailing market conditions.

See Note 1 – Basis of Presentation for information regarding subsequent events related to the Defined Benefit Pension Plan.

The net pension and postretirement benefit (credits) costs that have been recorded are shown in the following table:

In the fourth quarter of 2023, distributions were made to settle the obligation with participants in the Defined Benefit Plan electing the lump sum distribution option.

In March 2024, the remaining Defined Benefit Plan liability was settled with the purchase of annuity contracts from a third-party insurance company.

We made a cash contribution of $ 2.7 million during the settlement process in order to fund the Defined Benefit Plan on a plan termination basis.

We recognized a pre-tax non-cash pension settlement charge of $ 5.7 million related to the actuarial losses in AOCI.

The unfunded plan will be settled entirely with lump sum cash payments estimated at $ 1.2 million.

We expect to recognize additional pre-tax non-cash pension settlement charges related to the actuarial losses currently in AOCI upon settlement of the remaining obligations of the unfunded plan.

These payments and charges are currently expected to occur in 2024, with the specific timing and final amounts dependent upon several factors.

Projected cash contributions are an estimate, as actual amounts and timing are dependent upon several factors.

See Note 17 - Accumulated Other Comprehensive Income for additional information.

The net pension and postretirement benefit (credit) costs that have been recorded are shown in the following table:

Components of Net Periodic Benefit (Credit) Cost Income Statement Location Pension Postretirement

Three Months Ended

September 30, Three Months Ended

September 30,

2023 2022 2023 2022

Service cost Selling and general expenses — — $ 1 $ 2

Interest cost Interest and other miscellaneous income, net 844 609 17 13

Expected return on plan assets (a) Interest and other miscellaneous income, net ( 887 ) ( 872 ) — —

Amortization of losses Interest and other miscellaneous income, net 1 184 — 4

Net periodic benefit (credit) cost ($ 42 ) ($ 79 ) $ 18 $ 19

Components of Net Periodic Benefit (Credit) Cost Income Statement Location Pension Postretirement

Nine Months Ended

September 30, Nine Months Ended

September 30,

March 31, Three Months Ended

2024 2023 2024 2023

Service cost Selling and general expenses — — $ 1 $ 1

Interest cost Interest and other miscellaneous income, net 2,533 1,826 52 39

Expected return on plan assets (a) Interest and other miscellaneous income, net ( 2,663 ) ( 2,615 ) — —

Amortization of losses Interest and other miscellaneous income, net 4 553 — 11

Interest cost Interest and other miscellaneous (expense) income, net 513 844 18 17

Expected return on plan assets (a) Interest and other miscellaneous (expense) income, net ( 542 ) ( 887 ) — —

Amortization of losses Interest and other miscellaneous (expense) income, net — 1 — —

Pension settlement loss Interest and other miscellaneous (expense) income, net 5,673 — — —

Net periodic benefit (credit) cost $ 5,644 ($ 42 ) $ 19 $ 18

(a) The weighted-average expected long-term rate of return on plan assets used in computing 2023 net periodic benefit cost for pension benefit s is 5.0 %.

(a) Prior to remeasurement of the Defined Benefit Plan due to the pension settlement, the weighted-average expected long-term rate of return on plan assets used in computing 2024 net periodic benefit cost for benefits was 5.0 %.

Following the pension settlement, the expected long-term rate of return on plan assets used in computing 2024 net periodic benefit cost for pension benefits is 3.1 %.

RAYONIER INC.

6 unchanged sentences

federal or state income tax.

As of September 30, 2023, Rayonier owns a 98.4 % inter est in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership.

As of March 31, 2024, Rayonier owns a 98.6 % inter est in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership.

The taxable income or loss generated by the Operating Partnership is passed through and reported to its unit holders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return.

5 unchanged sentences

The Company’s tax expense is principally related to corporate-level tax in New Zealand and non-resident withholding tax on repatriation of earnings from New Zealand.

The following table contains the income tax expense recognized on the Consolidated Statements of Income and Comprehensive Income:

The following table contains the income tax expense recognized on the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Income tax expense ($ 547 ) ($ 1,238 ) ($ 1,777 ) ($ 8,056 )

Income tax benefit (expense) (a) $ 832 ($ 1,039 )

(a) The three months ended March 31, 2024 includes a $ 1.2 million income tax benefit related to the pension settlement.

ANNUAL EFFECTIVE TAX RATE

2 unchanged sentences

The following table contains the Company’s annualized effective tax rate after discrete items:

Nine Months Ended

September 30,

Three Months Ended

Annualized effective tax rate after discrete items 9.8 % 7.9 %

5 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in AOCI by component for the nine months ended September 30, 2023 and the year ended December 31, 2022.

ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table summarizes the changes in AOCI by component for the three months ended March 31, 2024 and the year ended December 31, 2023.

All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.

Foreign currency translation (loss) gains Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P.

Allocation to Operating Partnership Total Rayonier Inc.

Foreign currency translation (losses) gains Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P.

Allocation of Operating Partnership Total Rayonier Inc.

Balance as of December 31, 2022

($ 18,067 ) $ 1,321 $ 67,204 ($ 10,209 ) $ 40,249 ($ 4,436 ) $ 35,813

Other comprehensive income (loss) before reclassifications ( 22,282 ) — 78,166 (a) 874 56,758 ( 1,323 ) 55,435

Amounts reclassified from accumulated other comprehensive income (loss) — — ( 1,799 ) 753 (b) ( 1,046 ) 1,028 ( 18 )

Net other comprehensive income (loss) ( 22,282 ) — 76,367 1,627 55,712 ( 295 ) 55,417

Other comprehensive (loss) income before reclassifications ( 1,466 ) — 10,537 (a) ( 1,449 ) 7,622 ( 75 ) 7,547

Amounts reclassified from accumulated other comprehensive income — — ( 21,895 ) 2,042 (b) ( 19,853 ) 1,144 ( 18,709 )

Net other comprehensive (loss) Income ( 1,466 ) — ( 11,358 ) 593 ( 12,231 ) 1,069 ( 11,162 )

Balance as of December 31, 2023

($ 19,533 ) $ 1,321 $ 55,846 ($ 9,616 ) $ 28,018 ($ 3,367 ) $ 24,651

Other comprehensive income (loss) before reclassifications ( 16,522 ) — 23,131 (a) — 6,609 ( 62 ) 6,547

Other comprehensive (loss) income before reclassifications ( 16,178 ) — 11,090 (a) 5,110 22 — 22

Amounts reclassified from accumulated other comprehensive income — — ( 7,020 ) 4,452 (b) ( 2,568 ) 265 ( 2,303 )

Net other comprehensive income (loss) ( 16,522 ) — 7,193 4 ( 9,325 ) 1,016 ( 8,309 )

Net other comprehensive (loss) income ( 16,178 ) — 4,070 9,562 ( 2,546 ) 265 ( 2,281 )

Balance as of

September 30, 2023

March 31, 2024

($ 35,711 ) $ 1,321 $ 59,916 ($ 54 ) $ 25,472 ($ 3,102 ) $ 22,370

(a) The nine months ended September 30, 2023 includes $ 20.4 million of other comprehensive income related to interest rate products.

(a) The three months ended March 31, 2024 includes $ 15.0 million of other comprehensive income related to interest rate products.

The year ended December 31, 2023 included $ 10.3 million of other comprehensive income re lated to interest rate products.

1 unchanged sentence

(b) This component of other comprehensive income is included in the computation of net periodic pension and post-retirement costs.

The three months ended March 31, 2024 includes a pension settlement charge of $ 4.5 million, net of tax of $ 1.2 million.

The year ended December 31, 2023 includes a $ 2.0 million pension settlement charge.

See Note 15 — Employee Benefit Plans for additional information.

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the nine months ended September 30, 2023 and September 30, 2022:

Details about accumulated other comprehensive income (loss) components Amount reclassified from accumulated other comprehensive income (loss) Affected line item in the Income Statement

September 30, 2023 September 30, 2022

Realized gain on foreign currency exchange contracts ($ 5,801 ) ($ 2,598 ) Other operating expense (income), net

Realized gain on foreign currency option contracts ( 244 ) — Other operating expense (income), net

Noncontrolling interests 1,391 598 Comprehensive income attributable to noncontrolling interests

Realized (gain) loss on interest rate contracts ( 12,587 ) 4,555 Interest expense, net

Income tax effect from net gain on foreign currency contracts 1,303 560 Income tax expense

Net (gain) loss on cash flow hedges reclassified from accumulated other comprehensive income ($ 15,938 ) $ 3,115

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the three months ended March 31, 2024 and March 31, 2023:

Details about accumulated other comprehensive income components Amount reclassified from accumulated other comprehensive income Affected line item in the Income Statement

March 31, 2024 March 31, 2023

Realized loss (gain) on foreign currency exchange contracts $ 459 ($ 2,429 ) Other operating income (expense), net

Realized loss on foreign currency option contracts 8 — Other operating income (expense), net

Noncontrolling interests ( 108 ) 559 Comprehensive loss attributable to noncontrolling interests

Realized gain on interest rate contracts ( 7,278 ) ( 3,463 ) Interest expense, net

Income tax effect from net (loss) gain on foreign currency contracts ( 101 ) 525 Income tax benefit (expense)

Net gain on cash flow hedges reclassified from accumulated other comprehensive income ($ 7,020 ) ($ 4,808 )

RAYONIER INC.

5 unchanged sentences

RESTRICTED CASH

Restricted cash, excluding Timber Funds includes cash deposited with a like-kind exchange (“LKE”) intermediary.

Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary.

In order to qualify for LKE treatment, the proceeds from real estate sales must be deposited with a third-party intermediary.

1 unchanged sentence

In the event LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash.

Additionally, restricted cash, excluding Timber Funds, includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.

Restricted cash, Timber Funds includes the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022:

Nine Months Ended September 30,

Restricted cash, excluding Timber Funds:

Additionally, restricted cash includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.

Three Months Ended March 31,

Restricted cash:

Restricted cash deposited with LKE intermediary — $ 1,646

Restricted cash held in escrow 677 3,316

Total restricted cash, excluding Timber Funds 1,804 16,252

Restricted cash, Timber Funds — 1,464

Total restricted cash 677 4,962

Cash and cash equivalents 159,903 98,774

1 unchanged sentence

ASSETS HELD FOR SALE

Assets held for sale is composed of properties under contract and expected to be sold within 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9.

As of September 30, 2023 and December 31, 2022, the basis in properties meeting this classification was $ 18.3 million and $ 0.7 million, respectively.

Assets held for sale is composed of properties not included in inventory which are under contract and expected to be sold within 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9.

As of March 31, 2024 and December 31, 2023, the basis in properties meeting this classification was $ 10.0 million and $ 9.9 million, respectively.

Since the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized.

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 1. Financial Statements