What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-08 compared with 2024-08-08 · 287 added, 192 removed, 1156 unchanged (29% of the section changed)

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

9 unchanged sentences

Interest expense, net ( 10,021 ) ( 12,598 ) ( 29,576 ) ( 36,755 )

Interest and other miscellaneous income (expense), net 905 11,644 ( 4,087 ) 21,197

Interest and other miscellaneous income, net 12,892 529 8,805 21,725

INCOME BEFORE INCOME TAXES 30,477 23,287 35,486 51,051

3 unchanged sentences

Net income attributable to noncontrolling interests in the Operating Partnership ( 391 ) ( 320 ) ( 437 ) ( 811 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 1,106 ) 245 ( 2,035 ) 1,281

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,293 ) ( 3,183 ) ( 3,328 ) ( 1,902 )

NET INCOME ATTRIBUTABLE TO RAYONIER INC.

6 unchanged sentences

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

Total other comprehensive income (loss) 6,212 2,741 1,789 ( 13,312 )

139 2 9,701 4

Total other comprehensive (loss) income ( 2,350 ) 2,968 ( 561 ) ( 10,344 )

COMPREHENSIVE INCOME 28,092 25,708 35,222 38,930

Comprehensive income attributable to noncontrolling interests in the Operating Partnership ( 334 ) ( 373 ) ( 417 ) ( 592 )

Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 1,920 ) 989 ( 972 ) 2,023

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 3,195 ) ( 2,906 ) ( 4,168 ) ( 884 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.

10 unchanged sentences

(Dollars in thousands)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

CURRENT ASSETS

7 unchanged sentences

Assets held for sale ( Note 19 )

106,165 9,932

Other current assets 7,701 9,074

19 unchanged sentences

Accounts payable $ 29,335 $ 26,561

Current maturities of long-term debt, net ( Note 6 )

Accrued taxes 8,307 4,394

42 unchanged sentences

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

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

Stock-based incentive compensation — 3,218 — — — 3,218

Repurchase of common shares ( 924 ) ( 31 ) — — — ( 31 )

12 unchanged sentences

Issuance of shares under incentive stock plans 396,849 — — — — —

Stock-based compensation — 4,904 — — — 4,904

Stock-based incentive compensation — 4,904 — — — 4,904

Repurchase of common shares ( 130,460 ) ( 4,132 ) — — — ( 4,132 )

6 unchanged sentences

Balance, June 30, 2024 148,979,418 $ 1,515,026 $ 264,012 $ 27,749 $ 14,278 $ 1,821,065

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, 2024 148,979,418 $ 1,515,026 $ 264,012 $ 27,749 $ 14,278 $ 1,821,065

Net income — — 29,149 — 1,293 30,442

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 391 ) — — ( 391 )

Dividends ($ 0.285 per share) (a)

— — ( 42,433 ) — — ( 42,433 )

Issuance of shares under incentive stock plans 848 — — — — —

Stock-based incentive compensation — 3,906 — — — 3,906

Repurchase of common shares ( 222 ) ( 5 ) — — — ( 5 )

Adjustment of noncontrolling interests in the Operating Partnership — — ( 6,476 ) — — ( 6,476 )

Conversion of units into common shares 20,292 643 — — — 643

Pension and postretirement benefit plans — — — 139 — 139

Foreign currency translation adjustment — — — 12,804 534 13,338

Cash flow hedges — — — ( 17,195 ) 1,368 ( 15,827 )

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 77 — 77

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

Balance, September 30, 2024 149,000,336 $ 1,519,570 $ 243,861 $ 23,574 $ 15,760 $ 1,802,765

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

16 unchanged sentences

Issuance of shares under incentive stock plans 1,564 — — — — —

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

Stock-based incentive compensation — 2,499 — — — 2,499

Repurchase of common shares ( 1,167 ) ( 41 ) — — — ( 41 )

12 unchanged sentences

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

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

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

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

6 unchanged sentences

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 incentive 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 units into common shares 15,904 479 — — — 479

Pension and postretirement benefit plans — — — 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.

5 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES

21 unchanged sentences

FINANCING ACTIVITIES

Repayment of debt ( 60,000 ) —

Dividends paid on common shares (a) ( 158,094 ) ( 127,587 )

9 unchanged sentences

Balance, end of period $ 77,246 $ 109,588

(a) The six months ended June 30, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million.

(a) The nine months ended September 30, 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 six months ended June 30, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

(b) The nine months ended September 30, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

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

Six Months Ended June 30,

Nine Months Ended September 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

4 unchanged sentences

Capital assets purchased on account 5,091 5,161

(a) Interest paid is presented net of patronage paymen ts receive d of $ 8.3 million a n d $ 6.2 million for the six months ended June 30, 2024 and June 30, 2023, respectively.

(a) Interest paid is presented net of patronage paymen ts receive d of $ 8.3 million a n d $ 6.2 million for the nine months ended September 30, 2024 and September 30, 2023, respectively.

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

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

9 unchanged sentences

Interest expense, net ( 10,021 ) ( 12,598 ) ( 29,576 ) ( 36,755 )

Interest and other miscellaneous income (expense), net 905 11,644 ( 4,087 ) 21,197

Interest and other miscellaneous income, net 12,892 529 8,805 21,725

INCOME BEFORE INCOME TAXES 30,477 23,287 35,486 51,051

2 unchanged sentences

NET INCOME 30,442 22,740 35,783 49,274

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 1,106 ) 245 ( 2,035 ) 1,281

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,293 ) ( 3,183 ) ( 3,328 ) ( 1,902 )

NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.

10 unchanged sentences

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

Total other comprehensive income (loss) 6,212 2,741 1,789 ( 13,312 )

139 2 9,701 4

Total other comprehensive (loss) income ( 2,350 ) 2,968 ( 561 ) ( 10,344 )

COMPREHENSIVE INCOME 28,092 25,708 35,222 38,930

Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 1,920 ) 989 ( 972 ) 2,023

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 3,195 ) ( 2,906 ) ( 4,168 ) ( 884 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.

10 unchanged sentences

(Dollars in thousands)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

CURRENT ASSETS

7 unchanged sentences

Assets held for sale ( Note 19 )

106,165 9,932

Other current assets 7,701 9,074

19 unchanged sentences

Accounts payable $ 29,335 $ 26,561

Current maturities of long-term debt, net ( Note 6 )

Accrued taxes 8,307 4,394

36 unchanged sentences

( 434 ) ( 42,940 ) — — ( 43,374 )

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

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

Repurchase of units ( 1 ) ( 30 ) — — ( 31 )

9 unchanged sentences

( 430 ) ( 42,665 ) — — ( 43,095 )

Stock-based compensation 49 4,855 — — 4,904

Stock-based incentive compensation 49 4,855 — — 4,904

Repurchase of units ( 41 ) ( 4,091 ) — — ( 4,132 )

5 unchanged sentences

Balance, June 30, 2024 $ 17,759 $ 1,758,158 $ 30,870 $ 14,278 $ 1,821,065

Net income 291 28,858 — 1,293 30,442

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,531 ) — — ( 42,961 )

Stock-based incentive compensation 39 3,867 — — 3,906

Repurchase of units — ( 5 ) — — ( 5 )

Adjustment of Redeemable Operating Partnership Units ( 62 ) ( 6,200 ) — — ( 6,262 )

Conversion of units into common shares 6 637 — — 643

Pension and postretirement benefit plans — — 139 — 139

Foreign currency translation adjustment — — 12,804 534 13,338

Cash flow hedges — — ( 17,195 ) 1,368 ( 15,827 )

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

Balance, September 30, 2024 $ 17,603 $ 1,742,784 $ 26,618 $ 15,760 $ 1,802,765

Units Accumulated

7 unchanged sentences

— ( 10 ) — — ( 10 )

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

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

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

9 unchanged sentences

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

Stock-based compensation 43 4,293 — — 4,336

Stock-based incentive compensation 43 4,293 — — 4,336

Repurchase of units ( 41 ) ( 4,106 ) — — ( 4,147 )

5 unchanged sentences

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 incentive 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

Pension and postretirement benefit plans — — 2 — 2

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

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

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

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES

21 unchanged sentences

FINANCING ACTIVITIES

Repayment of debt ( 60,000 ) —

Distributions on units (a) ( 160,286 ) ( 129,852 )

8 unchanged sentences

Balance, end of period $ 77,246 $ 109,588

(a) The six months ended June 30, 2024 includes an additional cash distribution of $ .20 per Redeemable Operating Partnership Unit, totaling $ 30.2 million.

(a) The nine months ended September 30, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 30.2 million.

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

Six Months Ended June 30,

Nine Months Ended September 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

4 unchanged sentences

Capital assets purchased on account 5,091 5,161

(a) Interest paid is presented net of patronage paymen ts received of $ 8.3 million an d $ 6.2 million for the six months ended June 30, 2024 and June 30, 2023, respectively.

(a) Interest paid is presented net of patronage paymen ts received of $ 8.3 million an d $ 6.2 million for the nine months ended September 30, 2024 and September 30, 2023, respectively.

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

15 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 June 30, 2024, the Company owned a 98.7 % interest in the Operating Partnership, with the remaining 1.3 % interest owned by limited partners of the Operating Partnership.

As of September 30, 2024, the Company owned a 98.7 % interest in the Operating Partnership, with the remaining 1.3 % interest owned by limited partners of the Operating Partnership.

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

14 unchanged sentences

We do not expect the adoption of this pronouncement to impact our consolidated financial statements as this is a disclosure only ASU.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires additional disclosure about certain costs and expenses in the notes to financial statements.

The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The requirements in this ASU may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the impact of adopting this new guidance on the consolidated financial statements and disclosures.

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 June 30, 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.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

SUBSEQUENT EVENTS

Completed Timberland Dispositions

In November 2024, we announced completed and pending timberland dispositions totaling approximately 200,000 acres for an aggregate purchase price of $ 495 million (~$ 2,475 /acre).

The dispositions consist of approximately 91,000 acres in Southeast Oklahoma and 109,000 acres on the Olympic Peninsula in Northwest Washington.

Three of these transactions totaling $ 378 million have already closed during the fourth quarter, and the remaining transaction is expected to close before the end of the year.

As of September 30, 2024, two of these properties met all of the criteria in ASC 360-10-45-9 and were classified as held for sale.

See Note 19 — Assets Held for Sale for additional information.

Debt Repayment

On October 11, 2024, we repaid the $ 90 million unhedged portion of our 2015 Term Loan Agreement.

Following the repayment, 100 % of our debt is fixed through maturity.

See Note 6 — Debt for additional information.

SEGMENT AND GEOGRAPHICAL INFORMATION

4 unchanged sentences

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 income (expense) and income tax (expense) benefit, 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 six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

These items, which include interest expense, interest and miscellaneous income and income tax (expense) benefit, 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, 2024 and 2023:

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

SALES 2024 2023 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.

Three Months Ended June 30, Six Months Ended June 30,

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 (LOSS) 2024 2023 2024 2023

8 unchanged sentences

Total Income before Income Taxes $ 30,477 $ 23,287 $ 35,486 $ 51,051

(a) The six months ended June 30, 2023 includes $ 2.3 million of timber write-offs resulting from casualty events.

(a) The nine months ended September 30, 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 and six months ended June 30, 2024 include $ 0.7 million of costs related to disposition initiatives.

(b) The three and nine months ended September 30, 2024 includes $ 0.9 million and $ 1.6 million, respectively, of costs related to disposition initiatives.

Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

The six months ended June 30, 2024 includes $ 5.7 million of pension settlement charges and $ 2.4 million of net costs associated with legal settlements.

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

Net costs (recoveries) associated with legal settlements and pension settlement charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest and other miscellaneous income (expense), net.”

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended June 30, Six Months Ended June 30,

(c) The three months ended September 30, 2024 includes $ 12.0 million of net recoveries associated with legal settlements, which is partially offset by $ 0.3 million of pension settlement charges.

The nine months ended September 30, 2024 includes $ 9.6 million of net recoveries associated with legal settlements, which is partially offset by $ 6.0 million of pension settlement charges.

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

Net recoveries associated with legal settlements and pension settlement charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest and other miscellaneous income, net.”

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

DEPRECIATION, DEPLETION AND AMORTIZATION 2024 2023 2024 2023

5 unchanged sentences

Total $ 33,486 $ 36,967 $ 106,663 $ 114,281

Three Months Ended June 30, Six Months Ended June 30,

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

NON-CASH COST OF LAND AND IMPROVED DEVELOPMENT 2024 2023 2024 2023

9 unchanged sentences

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 June 30, 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.

Unsatisfied performance obligations as of September 30, 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, $ 29.6 million is expected to be recognized within the next twelve months , with the remaining $ 14.1 million expected to be recognized thereafter as we satisfy our performance obligations.

5 unchanged sentences

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 June 30, 2024 and December 31, 2023:

June 30, 2024 December 31, 2023 Balance Sheet Location

The following table contains contract balances recorded in the Consolidated Balance Sheets at September 30, 2024 and December 31, 2023:

September 30, 2024 December 31, 2023 Balance Sheet Location

Contract assets

6 unchanged sentences

(c) The increase in deferred revenue, non-current is primarily driven by carbon capture and storage contracts entered into during 2024.

The following table summarizes revenue recognized during the three and six months ended June 30, 2024 and 2023 that was included in the contract liability balance at the beginning of each year:

Three Months Ended June 30, Six Months Ended June 30,

The following table summarizes revenue recognized during the three and nine months ended September 30, 2024 and 2023 that was included in the contract liability balance at the beginning of each year:

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

2024 2023 2024 2023

7 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 six months ended June 30, 2024 and 2023:

The following tables present our revenue from contracts with customers disaggregated by product type for the three and nine months ended September 30, 2024 and 2023:

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

June 30, 2024

September 30, 2024

Pulpwood $ 23,182 $ 1,318 $ 8,307 — $ 358 — $ 33,165

9 unchanged sentences

Rural — — — 13,766 — — 13,766

Timberland & Non-Strategic — — — 15,501 — — 15,501

Conservation Easement — — — 1,101 — — 1,101

Deferred Revenue/Other (b) — — — 2,740 — — 2,740

5 unchanged sentences

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

June 30, 2023

September 30, 2023

Pulpwood $ 25,514 $ 1,440 $ 6,507 — $ 447 — $ 33,908

8 unchanged sentences

Improved Development — — — 3,120 — — 3,120

Unimproved Development — — — 114 — — 114

Rural — — — 20,461 — — 20,461

6 unchanged sentences

Total Revenue $ 63,973 $ 29,325 $ 70,435 $ 31,175 $ 6,782 ($ 111 ) $ 201,579

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

(a) Consists primarily 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.

5 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

June 30, 2024

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

September 30, 2024

Pulpwood $ 73,141 $ 4,329 $ 25,113 — $ 2,075 — $ 104,658

10 unchanged sentences

Timberland & Non-Strategic — — — 16,111 — — 16,111

Conservation Easement — — — 1,101 — — 1,101

Deferred Revenue/Other (b) — — — 11,902 — — 11,902

4 unchanged sentences

Total Revenue $ 191,322 $ 76,723 $ 166,256 $ 76,596 $ 26,035 ($ 232 ) $ 536,700

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

June 30, 2023

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

8 unchanged sentences

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

Unimproved Development — — — 114 — — 114

Rural — — — 42,587 — — 42,587

6 unchanged sentences

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

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

(a) Consists primarily of sales from carbon capture and storage (“CCS”), solar and wind energy contracts and conservation easements for habitat protection.

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

5 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our timber sales disaggregated by contract type for the three and six months ended June 30, 2024 and 2023:

The following tables present our timber sales disaggregated by contract type for the three and nine months ended September 30, 2024 and 2023:

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

June 30, 2024

September 30, 2024

Stumpage Pay-as-Cut $ 20,907 — — — $ 20,907

5 unchanged sentences

Total Timber Sales $ 45,352 $ 25,696 $ 57,878 $ 8,611 $ 137,537

June 30, 2023

September 30, 2023

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

11 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

June 30, 2024

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

September 30, 2024

Stumpage Pay-as-Cut $ 80,531 $ 8 — — $ 80,539

5 unchanged sentences

Total Timber Sales $ 156,117 $ 72,824 $ 149,200 $ 24,897 $ 403,038

June 30, 2023

September 30, 2023

Stumpage Pay-as-Cut $ 86,424 — — — $ 86,424

20 unchanged sentences

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 (Loss) under the caption “Net (income) loss 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

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

391 320 437 811

Other comprehensive income (loss) attributable to noncontrolling interests in the Operating Partnership

Other comprehensive (loss) income attributable to noncontrolling interests in the Operating Partnership

( 77 ) 36 ( 323 ) ( 1,016 )

14 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

2 unchanged sentences

Net income attributable to noncontrolling interests in the Operating Partnership ( 391 ) ( 320 ) ( 437 ) ( 811 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 1,106 ) 245 ( 2,035 ) 1,281

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,293 ) ( 3,183 ) ( 3,328 ) ( 1,902 )

Net income attributable to Rayonier Inc.

5 unchanged sentences

Net Income $ 30,442 $ 22,740 $ 35,783 $ 49,274

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 1,106 ) 245 ( 2,035 ) 1,281

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,293 ) ( 3,183 ) ( 3,328 ) ( 1,902 )

Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the Operating Partnership $ 29,149 $ 19,557 $ 32,455 $ 47,372

7 unchanged sentences

$ 0.19 $ 0.13 $ 0.21 $ 0.31

Three Months Ended June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

12 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

1 unchanged sentence

Net Income $ 30,442 $ 22,740 $ 35,783 $ 49,274

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 1,106 ) 245 ( 2,035 ) 1,281

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,293 ) ( 3,183 ) ( 3,328 ) ( 1,902 )

Net income available to unitholders $ 29,149 $ 19,557 $ 32,455 $ 47,372

4 unchanged sentences

Net Income $ 30,442 $ 22,740 $ 35,783 $ 49,274

Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 1,106 ) 245 ( 2,035 ) 1,281

Net income attributable to noncontrolling interests in consolidated affiliates ( 1,293 ) ( 3,183 ) ( 3,328 ) ( 1,902 )

Net income available to unitholders $ 29,149 $ 19,557 $ 32,455 $ 47,372

6 unchanged sentences

$ 0.19 $ 0.13 $ 0.21 $ 0.31

Three Months Ended June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

7 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Our debt consisted of the following at June 30, 2024:

June 30, 2024

Our debt consisted of the following at September 30, 2024:

September 30, 2024

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

7 unchanged sentences

Total principal debt 1,313,368

Current maturities of long-term debt ( 22,010 )

Unamortized discounts ( 2,517 )

2 unchanged sentences

(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 June 30, 2024:

The following table contains information on the outstanding variable rate debt as of September 30, 2024:

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

15 unchanged sentences

2024 DEBT ACTIVITY

During the six months ended June 30, 2024, we made no borrowings or repayments on our Revolving Credit Facility.

At June 30, 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.

During the third quarter of 2024, we repaid $ 60 million of the principal balance on the 2015 Term Loan.

Additionally, on August 1, 2024, three forward-starting interest rate swaps with a total notional amount of $ 200 million matured into active interest rate swaps.

These interest rate swaps fixed $ 200 million of the 2015 Term Loan until the debt matures on April 1, 2028.

We estimate the effective interest rate on the 2015 Term Loan to be approximately 3.3 % after consideration of interest rate swaps and estimated patronage refunds.

During the nine months ended September 30, 2024, we made no borrowings or repayments on our Revolving Credit Facility.

At September 30, 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

During the six months ended June 30, 2024, the New Zealand subsidiary made no borrowings or repayments on its working capital facility (the “New Zealand Working Capital Facility”).

At June 30, 2024, the New Zealand subsidiary had NZ$ 20.0 million of available borrowings under its working capital facility.

During the nine months ended September 30, 2024, the New Zealand subsidiary made no borrowings or repayments on its working capital facility (the “New Zealand Working Capital Facility”).

At September 30, 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 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 June 30, 2024, are calculated on a trailing 12-month basis:

The covenants listed below, which are the most significant financial covenants in effect as of September 30, 2024, are calculated on a trailing 12-month basis:

Covenant Requirement Actual Ratio Favorable

2 unchanged sentences

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 June 30, 2024, we were in compliance with all applicable covenants.

At September 30, 2024, we were in compliance with all applicable covenants.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

7 unchanged sentences

The changes in the fair value of derivatives not designated as hedging instruments and those which are no longer effective as hedging instruments, are recognized immediately in earnings.

FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS

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 “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)

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

FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS

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 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 June 30, 2024, foreign currency exchange contracts and foreign currency option contracts had maturity dates through May 2027 and April 2027, respectively.

As of September 30, 2024, foreign currency exchange contracts and foreign currency option contracts had maturity dates through July 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 June 30, 2024:

The following table contains information on the outstanding interest rate swaps as of September 30, 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 2015 Term Loan 2.10 % 1.60 % 3.70 %

August 2015 9 years 180,000 2015 Term Loan 2.26 % 1.60 % 3.86 %

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

May 2021 (d) 7 years 200,000 2021 Incremental Term Loan

0.67 % 1.65 % 2.32 %

1 unchanged sentence

3.72 % 1.70 % 5.42 %

April 2020 (e) 4 years 100,000 2015 Term Loan 0.78 % 1.60 % 2.38 %

May 2020 (e) 4 years 50,000 2015 Term Loan 0.64 % 1.60 % 2.24 %

May 2023 (e) 4 years 50,000 2015 Term Loan 3.29 % 1.60 % 4.89 %

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

1 unchanged sentence

(d) Matured into an active interest rate swap on February 1, 2022.

(e) On August 1, 2024, our three forward-starting interest rate swaps with a total notional amount of $ 200 million matured into active interest rate swaps.

See Note 6 — Debt for additional information.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

FORWARD-STARTING INTEREST RATE SWAPS

The following table contains information on the outstanding forward-starting interest rate swaps as of June 30, 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 % 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 (Loss) for the three and six months ended June 30, 2024 and 2023:

The following tables demonstrate the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

September 30,

Income Statement Location 2024 2023

6 unchanged sentences

Interest expense, net ( 6,822 ) ( 4,810 )

Six Months Ended

Nine Months Ended

September 30,

Income Statement Location 2024 2023

6 unchanged sentences

Interest expense, net ( 21,379 ) ( 12,587 )

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

During the next 12 months, the amount of the June 30, 2024 AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approxim ately $ 23.0 million.

During the next 12 months, the amount of the September 30, 2024 AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approxim ately $ 17.9 million.

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

6 unchanged sentences

(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.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets:

Notional Amount

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Derivatives designated as cash flow hedges:

3 unchanged sentences

Forward-starting interest rate swaps — 200,000

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at June 30, 2024 and December 31, 2023.

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at September 30, 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)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Derivatives designated as cash flow hedges:

2 unchanged sentences

Other current liabilities — ( 664 )

Other non-current liabilities ( 188 ) —

Foreign currency option contracts Other current assets 1,193 342

30 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 June 30, 2024 and December 31, 2023, using market information and what we believe to be appropriate valuation methodologies under GAAP:

June 30, 2024 December 31, 2023

The following table presents the carrying amount and estimated fair values of our financial instruments as of September 30, 2024 and December 31, 2023, using market information and what we believe to be appropriate valuation methodologies under GAAP:

September 30, 2024 December 31, 2023

Asset (Liability) (a) Carrying

4 unchanged sentences

Restricted cash (b) 3,021 3,021 — 678 678 —

Current maturities of long-term debt (c) ( 22,010 ) — ( 22,522 ) — — —

Long-term debt (c) ( 1,285,239 ) — ( 1,236,015 ) ( 1,365,773 ) — ( 1,299,951 )

4 unchanged sentences

Noncontrolling interests in the Operating Partnership (e) 64,666 — 64,666 81,651 — 81,651

(a) We did not have Level 3 assets or liabilities at June 30, 2024 and December 31, 2023.

(a) We did not have Level 3 assets or liabilities at September 30, 2024 or 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, 2023 to June 30, 2024 are shown below:

Changes in environmental and NRD liabilities from December 31, 2023 to September 30, 2024 are shown below:

Port Gamble, WA

4 unchanged sentences

Increase to liabilities (a) 1,938

Total Balance at June 30, 2024

Total Balance at September 30, 2024

Current portion ( 11,973 )

Non-current portion at June 30, 2024

(a) The increase in liabilities reflects revised environmental and NRD cost estimates recorded during the six months ended June 30, 2024.

Non-current portion at September 30, 2024

(a) The increase in liabilities reflects revised environmental and NRD cost estimates recorded during the nine months ended September 30, 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.

14 unchanged sentences

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

As of June 30, 2024, the following financial guarantees were outstanding:

As of September 30, 2024, the following financial guarantees were outstanding:

Financial Commitments (a) Maximum Potential

22 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.

Changes in higher and better use timberlands and real estate development investments from December 31, 2023 to June 30, 2024 are shown below:

Changes in higher and better use timberlands and real estate development investments from December 31, 2023 to September 30, 2024 are shown below:

Higher and Better Use Timberlands and Real Estate Development Investments

11 unchanged sentences

Intersegment transfers 14,319 — 14,319

Total Balance at June 30, 2024

Total Balance at September 30, 2024

101,002 52,027 153,029

Current portion (a) ( 12,942 ) ( 1,110 ) ( 14,052 )

Non-current portion at June 30, 2024

Non-current portion at September 30, 2024

$ 88,060 $ 50,917 $ 138,977

3 unchanged sentences

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 June 30, 2024 and December 31, 2023, our inventory consisted entirely of finished goods, as follows:

June 30, 2024 December 31, 2023

As of September 30, 2024 and December 31, 2023, our inventory consisted entirely of finished goods, as follows:

September 30, 2024 December 31, 2023

Finished goods inventory

3 unchanged sentences

Total inventory $ 18,656 $ 31,017

(a) Represents the cost of HBU real estate (including capitalized development investments) under contract to be sold as well as the cost of HBU real estate deferred until post-closing obligations are satisfied.

(a) Represents the cost of HBU real estate (including capitalized development investments) expected to be sold as well as the cost of HBU real estate deferred until post-closing obligations are satisfied.

See Note 12 — Higher And Better Use Timberlands and Real Estate Development Investments for additional information.

8 unchanged sentences

Other operating expense, net consisted of the following:

Three Months Ended June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

4 unchanged sentences

Total ($ 1,914 ) ($ 1,654 ) ($ 3,538 ) ($ 5,571 )

(a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.

(a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023.

RAYONIER INC.

5 unchanged sentences

EMPLOYEE BENEFIT PLANS

We have one qualified non-contributory defined benefit pension plan covering a portion of our employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans.

We had one qualified non-contributory defined benefit pension plan covering a portion of our employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans.

We closed enrollment in the pension plans to salaried employees hired after December 31, 2005.

4 unchanged sentences

Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.

In December 2022, the Rayonier Board of Directors approved the resolution to terminate the Defined Benefit Plan and notified impacted parties of the termination and alternative distribution options.

DEFINED BENEFIT PLAN

In December 2022, the Rayonier Board of Directors authorized the termination of its Defined Benefit Plan.

Affected participants were notified of the termination and provided with alternative distribution options.

The Defined Benefit Plan was terminated on February 28, 2023.

On July 20, 2023, the Rayonier Board of Directors approved the resolution to terminate the unfunded plan and will distribute all benefits in accordance with Section 409A of the Internal Revenue Code.

The unfunded plan was terminated on July 31, 2023.

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.

During the fourth quarter of 2023, lump sum distributions were made to participants who elected that option.

The remaining plan liabilities were settled in March 2024 through the purchase of annuity contracts from a third-party insurance provider.

In connection with the plan’s termination, we made a cash contribution of $ 2.7 million to fully fund the plan.

Additionally, a pre-tax non-cash pension settlement charge of $ 5.7 million was recognized as a component of AOCI due to actuarial losses.

UNFUNDED PLAN

In July 2023, the Rayonier Board of Directors authorized the termination of the unfunded plan and distribution of all benefits in accordance with Section 409A of the Internal Revenue Code.

The unfunded plan was terminated on July 31, 2023, and settled in the third quarter of 2024 with lump sum cash payments of $ 1.2 million.

A pre-tax non-cash pension settlement charge related to the actuarial losses was recognized as a component of AOCI.

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

2 unchanged sentences

Three Months Ended

June 30, Three Months Ended

September 30, Three Months Ended

September 30,

2024 2023 2024 2023

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

Interest cost Interest and other miscellaneous income (expense), net 16 844 18 17

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

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

Interest cost Interest and other miscellaneous income, net 5 844 18 17

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

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

Pension settlement loss Interest and other miscellaneous income, net 306 — — —

Net periodic benefit cost (credit) $ 311 ($ 42 ) $ 19 $ 18

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

Six Months Ended

June 30, Six Months Ended

Nine Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Service cost Selling and general expenses — — $ 3 $ 3

Interest cost Interest and other miscellaneous income (expense), net 530 1,689 35 35

Expected return on plan assets (a) Interest and other miscellaneous income (expense), net ( 542 ) ( 1,776 ) — —

Amortization of losses Interest and other miscellaneous income (expense), net — 3 — —

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

Interest cost Interest and other miscellaneous income, net 535 2,533 53 52

Expected return on plan assets (a) Interest and other miscellaneous income, net ( 542 ) ( 2,663 ) — —

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

Pension settlement loss Interest and other miscellaneous income, net 5,979 — — —

Net periodic benefit cost (credit) $ 5,973 ($ 126 ) $ 56 $ 55

8 unchanged sentences

federal or state income tax.

As of June 30, 2024, Rayonier owns a 98.7 % inter est in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership.

As of September 30, 2024, Rayonier owns a 98.7 % 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 (Loss):

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Income tax (expense) benefit (a) ($ 35 ) ($ 547 ) $ 297 ($ 1,777 )

(a) The six months ended June 30, 2024 includes a $ 1.2 million income tax benefit related to the pension settlement.

(a) The nine months ended September 30, 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:

Six Months Ended

Nine Months Ended

September 30,

Annualized effective tax rate after discrete items 1.6 % 3.1 %

6 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table summarizes the changes in AOCI by component for the six months ended June 30, 2024 and the year ended December 31, 2023.

The following table summarizes the changes in AOCI by component for the nine months ended September 30, 2024 and the year ended December 31, 2023.

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

8 unchanged sentences

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

Other comprehensive (loss) income before reclassifications ( 10,450 ) — 17,520 (a) 5,110 12,180 ( 166 ) 12,014

Other comprehensive income (loss) before reclassifications 2,354 — 6,951 (a) 5,106 14,411 ( 196 ) 14,215

Amounts reclassified from accumulated other comprehensive income — — ( 20,406 ) 4,595 (b) ( 15,811 ) 519 ( 15,292 )

Net other comprehensive (loss) income ( 10,450 ) — 3,740 9,562 2,852 246 3,098

Net other comprehensive income (loss) 2,354 — ( 13,455 ) 9,701 ( 1,400 ) 323 ( 1,077 )

Balance as of

June 30, 2024

September 30, 2024

($ 17,179 ) $ 1,321 $ 42,391 $ 85 $ 26,618 ($ 3,044 ) $ 23,574

(a) The six months ended June 30, 2024 includes $ 20.2 million of other comprehensive income related to interest rate products.

(a) The nine months ended September 30, 2024 includes $ 5.3 million o f 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 six months ended June 30, 2024 includes a pension settlement charge of $ 4.5 million, net of tax of $ 1.2 million.

The nine months ended September 30, 2024 includes a pension settlement charge of $ 4.6 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 six months ended June 30, 2024 and June 30, 2023:

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the nine months ended September 30, 2024 and September 30, 2023:

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

June 30, 2024 June 30, 2023

September 30, 2024 September 30, 2023

Realized loss (gain) on foreign currency exchange contracts $ 1,742 ($ 5,801 ) Other operating expense, net

Realized loss (gain) on foreign currency option contracts 13 ( 244 ) Other operating expense, net

Noncontrolling interests ( 322 ) 932 Comprehensive (income) loss attributable to noncontrolling interests

Noncontrolling interests ( 404 ) 1,391 Comprehensive income attributable to noncontrolling interests

Realized gain on interest rate contracts ( 21,379 ) ( 12,587 ) Interest expense, net

13 unchanged sentences

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.

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 six months ended June 30, 2024 and 2023:

Six Months Ended June 30,

Nine Months Ended September 30,

Restricted cash:

5 unchanged sentences

ASSETS HELD FOR SALE

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 June 30, 2024 and December 31, 2023, the basis in properties meeting this classification was $ 1.0 million and $ 9.9 million, respectively.

Assets held for sale is composed of properties not included in inventory which are 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, 2024 and December 31, 2023, the basis in properties meeting this classification was $ 106.2 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.

See Note 1 — Basis of Presentation for additional information regarding our assets held for sale balance as of September 30, 2024 and related subsequent events.

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