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Item 7. Management’s Discussion and Analysis

2025-02-21 compared with 2024-02-23 · 191 added, 212 removed, 490 unchanged (45% of the section changed)

7 unchanged sentences

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

We own or lease under long-term agreements approximately 2.3 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Oklahoma, Oregon, South Carolina, Texas and Washington.

We own or lease under long-term agreements approximately 2.1 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Oregon, South Carolina, Texas and Washington.

We also have a 77% ownership interest in Matariki Forestry Group, a joint venture (“New Zealand subsidiary”), that owns or leases approximately 412,000 gross acres (287,000 net plantable acres) of timberlands in New Zealand.

Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and delivered logs.

Sales from our timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and revenue from land-based solutions such as carbon capture and storage, solar and wind energy, and carbon credits.

We believe we are the second largest publicly-traded timberland REIT and the third largest private timberland owner in the United States.

We believe we are the second largest publicly-traded timberland REIT and one of the largest private timberland owners in the United States.

Our Real Estate business manages all property sales and seeks to maximize the value of our properties that are more valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-strategic timberlands.

Our Trading segment, primarily consisting of activity by the New Zealand subsidiary, markets and sells timber owned or acquired from third parties in New Zealand and Australia.

We also engage in log trading activities from the U.S.

South and U.S.

Pacific Northwest.

Our Trading segment, primarily consisting of activity by the New Zealand subsidiary, markets and sells timber owned or acquired from third parties in New Zealand.

CURRENT YEAR DEVELOPMENTS

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For further information on acquisitions, see Note 4 — Timberland Acquisitions .

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

See Item 7 — Results of Operations and Note 2 — Segment and Geographical Information for additional information regarding the Large Disposition.

In addition, we closed on Large Dispositions totaling approximately 200,000 acres for an aggregate sale price of $495 million (~$2,475/acre).

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

See Item 7 — Results of Operations and Note 2 — Segment and Geographical Information for additional information regarding the Large Dispositions.

INDUSTRY AND MARKET CONDITIONS

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

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

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

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

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Pricing in our timber segments is influenced by macroeconomic factors, including residential construction activity, and can also vary considerably on a local level based on weather, the available inventory of logs, mill demand, and export market access.

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

In our Southern Timber segment,

weaker demand for pulp and lumber coupled with drier weather conditions led to lower net stumpage prices versus the prior year.

In our Pacific Northwest Timber segment, average log prices for 2023 were below the prior year, primarily due to weaker domestic and export market demand.

In New Zealand, average log prices for 2023 were lower than the prior year, as construction market headwinds in China continue to impact export market demand.

In our Southern Timber segment, pine pulpwood net stumpage realizations

have been negatively impacted by increased log supply from salvage timber across the region, while pine sawtimber net stumpage realizations have remained constrained by softer demand from lumber mills and have also been negatively impacted by the availability of salvage timber.

In our Pacific Northwest Timber segment, weighted-average delivered log prices remain under pressure due to soft domestic demand and reduced export market tension.

In our New Zealand Timber segment, lower levels of construction activity in China continue to negatively impact export market demand and prices.

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

Following a sharp increase in 2022, our New Zealand Timber segment experienced significantly lower ocean freight costs in 2023.

Other major components of our cost of sales are the cost basis of timber sold (depletion) and the cost basis of real estate sold.

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Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs.

In Real Estate, overall demand for rural HBU properties and our improved development projects remained strong in 2023.

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

However, overall demand for rural HBU properties and our improved development projects remained strong in 2024.

Our improved development projects, specifically Wildlight, our development project north of Jacksonville, Florida, and Heartwood, our development project south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have thus far outweighed the impacts of higher interest rates.

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The determination is based on the geographic location of the new timber, the customers/markets that will be served and species mix.

During 2023, we acquired 5,000 acres of timberlands in Florida, Georgia, Texas, Washington and New Zealand.

During 2024, we acquired 7,000 acres of timberlands in Florida and Georgia.

These acquisitions did not have a material impact on 2024 depletion rates.

REVENUE RECOGNITION

See Note 1 — Summary of Significant Accounting Policies .

DETERMINING THE ADEQUACY OF PENSION AND OTHER POSTRETIREMENT BENEFIT ASSETS AND LIABILITIES

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 plan.

The qualified and unfunded plans are closed to new participants.

Effective December 31, 2016, we froze benefits for all employees participating in the pension plans.

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.

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.

Numerous estimates and assumptions are required to determine the proper amount of pension and postretirement liabilities and annual expense to record in our financial statements.

The key assumptions include discount rate, return on assets, health care cost trends, mortality rates and longevity of employees.

Although there is authoritative guidance on how to select most of the assumptions, some degree of judgment is exercised in selecting these assumptions.

Different assumptions, as well as actual versus expected results, would change the periodic benefit cost and funded status of the benefit plans recognized in the financial statements.

The changes in our discount rate and expected return on plan assets have an inverse relationship with our projected benefit obligation and pension expense, respectively.

A hypothetical 25 basis point increase/decrease in our pension plan’s discount rate would result in a decrease/increase in the projected benefit obligation of approximately $1.5 million and $1.6 million, respectively.

A hypothetical 25 basis point increase/decrease in our pension plan’s expected return on plan assets assumption would result in a decrease/increase in pension expense of approximately $0.2 million.

See Note 18 — Employee Benefit Plans for additional information.

IMPAIRMENT OF LONG-LIVED ASSETS

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This is management’s best estimate of the costs for remediation and restoration, however, management will continue to monitor the cleanup process and make adjustments to the liability as needed.

For more information, see Governmental Regulations and Environmental Matters in Item 1 — Business , Note 1 — Summary of Significant Accounting Policies and Note 12 — Environmental Remediation Liabilities .

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

See Note 1 — Summary of Significant Accounting Policies for a summary of recently issued accounting standards.

RESULTS OF OPERATIONS

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New Zealand Timber 238.6 235.5 274.1

Timber Funds (a) — — 199.4

Improved Development 30.8 30.7 35.4

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Conservation Easement 1.1 — —

Deferred Revenue/Other (b) 13.9 1.2 (2.4)

Deferred Revenue/Other (a) 15.5 13.9 1.2

Large Dispositions 495.0 242.2 30.5

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Southern Timber $77.9 $76.3 $96.6

Pacific Northwest Timber (c) (9.0) 15.2 6.8

New Zealand Timber (d) 26.0 30.6 51.5

Timber Funds (a) — — 63.3

Real Estate (e) 156.6 58.5 112.5

Pacific Northwest Timber (b) (6.3) (9.0) 15.2

New Zealand Timber (c) 33.5 26.0 30.6

Real Estate (d) 340.4 156.6 58.5

Trading (0.1) 0.5 0.4

Corporate and other (39.1) (35.5) (30.6)

Corporate and other (e) (42.9) (39.1) (35.5)

Operating Income 402.5 211.3 165.8

Interest expense (48.3) (36.2) (44.9)

Interest and other miscellaneous income, net (f) 20.6 2.6 0.2

Income tax expense (5.1) (9.4) (14.6)

Interest expense, net (f) (36.9) (48.3) (36.2)

Interest and other miscellaneous income, net (g) 10.4 20.6 2.6

Income tax expense (h) (7.0) (5.1) (9.4)

Net Income 369.0 178.5 122.8

Net income attributable to noncontrolling interests in consolidated affiliates (g) (2.1) (13.3) (53.4)

Net income attributable to noncontrolling interests in consolidated affiliates (5.0) (2.1) (13.3)

Net Income Attributable to Rayonier, L.P.

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$359.1 $173.5 $107.1

Adjusted EBITDA (h)

Adjusted EBITDA (i)

Southern Timber $151.3 $156.2 $156.9

1 unchanged sentence

New Zealand Timber 53.8 50.0 54.5

Timber Funds — — 2.3

Real Estate 106.8 99.3 72.7

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Corporate and other (38.4) (37.4) (34.2)

Total Adjusted EBITDA (h) $296.5 $314.2 $329.8

(a) The year ended December 31, 2021 includes sales and operating income of $156.8 million and $51.5 million, respectively, from Fund II Timberland Dispositions.

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

Total Adjusted EBITDA (i) $298.8 $296.5 $314.2

(a) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(b) The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events.

(d) The year ended December 31, 2023 includes $2.3 million of timber write-offs resulting from casualty events.

(e) The years ended December 31, 2023, December 31, 2022 and December 31, 2021 include income of $105.1 million, $16.6 million and $44.8 million, respectively, from Large Dispositions.

(d) The years ended December 31, 2024, December 31, 2023 and December 31, 2022 include income of $291.1 million, $105.1 million and $16.6 million, respectively, from Large Dispositions.

The year ended December 31, 2022 includes $16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington.

(f) The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.

(g) The year ended December 31, 2021 includes a $41.2 million gain from Fund II Timberland Dispositions.

(h) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .

(e) The year ended December 31, 2024 includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges.

(f) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.

(g) The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.

The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.

(h) The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

(i) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .

Southern Timber Overview 2024 2023 2022

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Total Volume) (a) 1 % 1 % 2 %

Net Stumpage Prices (dollars per ton)

Net Stumpage Pricing (dollars per ton) (b)

Pine Pulpwood $16.89 $16.78 $22.45

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Net Stumpage Sales $146.0 $164.1 $165.8

Non-Timber Sales 37.5 27.6 24.6

Land-Based Solutions (c) 14.5 4.0 1.1

Other Non-Timber Sales 36.5 33.5 26.5

Total Sales $250.4 $264.1 $264.2

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(+) Depreciation, depletion and amortization 73.4 80.0 60.3

Adjusted EBITDA (b) $156.2 $156.9 $120.2

Adjusted EBITDA (d) $151.3 $156.2 $156.9

Year-End Acres (in thousands) 1,750 1,852 1,919

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

(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .

(b) Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .

Pacific Northwest Timber Overview 2024 2023 2022

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Net Stumpage Sales $51.4 $56.1 $91.1

Non-Timber Sales 6.3 5.6 5.9

Land-Based Solutions (d) 0.1 1.4 —

Other Non-Timber Sales 5.5 4.9 5.6

Total Sales $100.8 $124.1 $162.2

Operating Income (Loss) ($9.0) $15.2 $6.8

(+) Timber write-offs resulting from casualty events (d) — 0.7 —

Operating (Loss) Income ($6.3) ($9.0) $15.2

(+) Timber write-offs resulting from casualty events (e) — — 0.7

(+) Depreciation, depletion and amortization 31.7 36.9 48.0

Adjusted EBITDA (e) $27.9 $63.9 $57.3

Adjusted EBITDA (f) $25.4 $27.9 $63.9

Year-End Acres (in thousands) 308 418 474

Northwest Sawtimber (in dollars per MBF) (f) $711 $849 $748

Northwest Sawtimber (in dollars per MBF) (g) $660 $711 $849

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

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

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

(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .

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

(d) Consists primarily of conservation easement sales for habitat protection in Q2 2023.

(e) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.

(f) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .

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

New Zealand Timber Overview 2024 2023 2022

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Timber Sales $215.3 $211.1 $253.1

Cut and Haul (b) (84.5) (94.3) (91.9)

Port and Freight (b) (64.8) (94.1) (91.1)

Cut and Haul (85.5) (84.5) (94.3)

Port and Freight (75.3) (64.8) (94.1)

Net Stumpage Sales $54.5 $61.8 $64.8

Non-Timber Sales / Carbon Credits 24.4 21.0 1.1

Carbon Credit Sales 22.4 23.4 19.8

Other Non-Timber Sales 0.8 1.0 1.1

Total Sales $238.6 $235.5 $274.1

Operating Income $33.5 $26.0 $30.6

(+) Timber write-offs resulting from casualty events (c) 2.3 — —

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

(+) Depreciation, depletion and amortization 20.3 21.7 23.9

Adjusted EBITDA (d) $50.0 $54.5 $78.5

Adjusted EBITDA (c) $53.8 $50.0 $54.5

New Zealand Dollar to U.S.

Dollar Exchange Rate (e) 0.6117 0.6350 0.7090

Dollar Exchange Rate (d) 0.6094 0.6117 0.6350

Net Plantable Year-End Acres (in thousands) 287 297 297

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

(b) Prior periods have been restated to reclassify certain export related costs from cut and haul to port and freight.

(c) Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .

(e) Represents the period-average rate.

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

(d) Represents the period-average rate.

Real Estate Overview 2024 2023 2022

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Total Acres Sold 226,731 85,618 28,323

Price per Acre (dollars per acre)

Gross Price per Acre (dollars per acre)

Improved Development (a) $115,355 $81,756 $157,424

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

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

(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

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

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Total Sales $29.6 $43.7 $71.0

Operating Income $0.5 $0.4 $0.1

Operating (Loss) Income ($0.1) $0.5 $0.4

Adjusted EBITDA (a) ($0.1) $0.5 $0.4

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Total Timber Segments Capital Expenditures $79.4 $80.5 $74.5

Timber Funds (“Look-through”) (a) — — 0.5

Real Estate 0.3 0.3 0.3

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Total Timberland Acquisitions $22.8 $14.1 $458.5

Real Estate Development Investments (b) $23.1 $13.7 $12.5

(a) The year ended December 31, 2021 excludes $2.8 million of capital expenditures attributable to noncontrolling interests in Timber Funds.

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

Real Estate Development Investments (a) $25.8 $23.1 $13.7

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

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

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(millions of dollars)

The following tables summarize sales, operating income and Adjusted EBITDA variances for 2023 versus 2022:

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for 2024 versus 2023:

Sales Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Elim.

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Price (7.0) (1.1) (7.9) 11.6 (1.2) — (5.6)

Non-timber sales 9.9 0.7 4.2 — 0.1 — 14.9

Foreign exchange (a) — — (3.0) — — — (3.0)

Other (8.8) (b) (5.5) (b) (24.9) (c) 221.5 (d) — (0.1) 182.2

Non-timber sales (a) 13.5 (0.7) (0.9) — (0.3) — 11.6

Foreign exchange (b) — — (0.6) — — — (0.6)

Other (8.8) (c) (17.8) (c) 11.6 (d) 256.5 (e) (0.1) 0.3 241.7

2024 $250.4 $100.8 $238.6 $643.8 $29.6 ($0.2) $1,263.0

(a) Net of currency hedging impact.

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

(d) Includes a $211.7 million increase in Large Dispositions as well as deferred revenue adjustments, revenue true-ups, and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

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

(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.

For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023.

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

(b) Net of currency hedging impact.

(d) Includes variance due to domestic versus export sales.

(e) Includes a $252.8 million increase in Large Dispositions as well as deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

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

2023 $76.3 ($9.0) $26.0 $156.6 $0.5 ($39.1) $211.3

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

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

(b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.

For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023.

For the New Zealand Timber segment, includes income from carbon credit sales.

(d) Includes $2.3 million of timber write-offs resulting from casualty events in the prior year.

(e) Includes $2.3 million of timber write-offs resulting from casualty events in the current year.

(f) Includes an $88.5 million increase in operating income from Large Dispositions in the current year, which is partially offset by $16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington in the prior year.

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

(e) Includes a $186.0 million increase in operating income from Large Dispositions in the current year as well as deferred revenue adjustments, builder price participation and marketing fees related Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

(f) Includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges.

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

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

For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023.

For the New Zealand Timber segment, includes income from carbon credit sales.

(d) Net of currency hedging impact.

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

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

(e) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

SOUTHERN TIMBER

Full-year sales of $264.1 million decreased marginally versus the prior year.

Harvest volumes increased 16% to 7.31 million tons versus 6.28 million tons in the prior year, primarily driven by additional volume from acquisitions completed in the fourth quarter of 2022.

Average pine sawtimber stumpage realizations decreased 14% to $29.64 per ton versus $34.36 per ton in the prior year, while average pine pulpwood stumpage realizations decreased 25% to $16.78 per ton versus $22.45 per ton in the prior year.

The decrease in average pine sawtimber prices was primarily due to softer demand from sawmills, relatively drier weather conditions, and decreased competition from pulp mills for chip-n-saw volume.

The decrease in average pine pulpwood prices was primarily due to weaker end-market demand and relatively drier weather conditions.

Full-year sales of $250.4 million decreased $13.7 million, or 5%, versus the prior year.

Harvest volumes decreased 7% to 6.81 million tons versus 7.31 million tons in the prior year, primarily driven by wet ground conditions that constrained production, softer demand from lumber mills, and the impact of the Large Disposition completed in the fourth quarter.

Average pine sawtimber stumpage realizations decreased 4% to $28.41 per ton versus $29.64 per ton in the prior year, while average pine pulpwood stumpage realizations increased 1% to $16.89 per ton versus $16.78 per ton in the prior year.

The decrease in average pine sawtimber prices was primarily due to softer demand from sawmills, an unfavorable geographic mix, and the impact of salvage volume.

The increase in average pine pulpwood prices was primarily driven by improved demand from pulp mills.

Overall, weighted-average stumpage realizations (including hardwood) decreased 5% to $21.46 per ton versus $22.49 per ton in the prior year.

Operating income of $76.3 million decreased $20.4 million versus the prior year due to lower net stumpage realizations ($28.4 million), higher depletion rates ( $9.9 million), higher overhead and other costs ( $4.2 million ), and costs associated with long-term timber lease expirations ($3.9 million), partially offset by higher volumes ($17.1 million) and higher non-timber income ( $9.0 million ).

Operating income of $77.9 million increased $1.6 million versus the prior year due to higher non-timber income ( $13.2 million ), lower depletion rates ( $1.1 million) and lower costs ( $0.1 million), partially offset by lower net stumpage realizations ($7.0 million) and lower volumes ($5.8 million) .

Full-year Adjusted EBITDA of $151.3 million was $4.9 million below the prior year.

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Full-year sales of $100.8 million decreased $23.4 million, or 19%, versus the prior year.

Harvest volumes decreased 18% to 1.31 million tons versus 1.59 million tons in the prior year, as some planned harvests were deferred in response to soft market conditions.

Average delivered prices for domestic sawtimber decreased 13% to $97.71 per ton versus $111.96 per ton in the prior year, reflecting weaker domestic and export market demand.

Average delivered pulpwood prices decreased 24% to $38.78 per ton versus $50.83 per ton in the prior year as the prior year benefited from stronger end-market demand.

An operating loss of $9.0 million versus operating income of $15.2 million in the prior year was driven by lower net stumpage realizations ($17.6 million), lower volumes ($5.5 million) and higher costs ($5.2 million), partially offset by lower depletion rates ($2.8 million), timber write-offs resulting from casualty events in the prior year ($0.7 million), and higher non-timber income ($0.6 million).

Harvest volumes decreased 7% to 1.22 million tons versus 1.31 million tons in the prior year, primarily due to the Large Dispositions completed in the region.

Average delivered prices for domestic sawtimber decreased 8% to $89.79 per ton versus $97.71 per ton in the prior year due to a combination of weaker demand from domestic lumber mills, reduced export market tension, and an unfavorable species mix.

Average delivered pulpwood prices decreased 23% to $29.88 per ton versus $38.78 per ton in the prior year due to softer mill demand in the region.

An operating loss of $6.3 million versus an operating loss of $9.0 million in the prior year was driven by lower depletion rates ($2.9 million) and lower costs ($2.1 million), partially offset by lower net stumpage realizations ($1.1 million), lower non-timber income ($0.7 million), and lower volumes ($0.5 million).

Full-year Adjusted EBITDA of $25.4 million was $2.6 million below the prior year.

NEW ZEALAND TIMBER

Full-year sales of $235.5 million decreased $38.6 million, or 14%, versus the prior year.

Harvest volumes decreased 5% to 2.48 million tons versus 2.62 million tons in the prior year, primarily due to lost production days resulting from Cyclone Gabrielle in the first quarter and the deferral of planned harvests in response to soft market conditions.

Average delivered prices for export sawtimber decreased 18% to $102.39 per ton versus $124.91 per ton in the prior year, while average delivered prices for domestic sawtimber decreased 8% to $66.31 per ton versus

$71.87 per ton in the prior year.

The decrease in export sawtimber prices was primarily driven by weaker construction demand in China and increased salvage volume from Cyclone Gabrielle.

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

dollar terms) was partially driven by the decrease in the NZ$/US$ exchange rate (US$0.61 per NZ$1.00 versus US$0.64 per NZ$1.00).

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

Operating income of $26.0 million decreased $4.6 million versus the prior year due to lower volumes ($2.5 million), timber write-offs resulting from casualty events in the current year ($2.3 million), higher costs ($2.1 million), lower net stumpage realizations ($1.5 million), and unfavorable foreign exchange impacts ($0.1 million), partially offset by higher non-timber / carbon credit income ($3.7 million) and lower depletion rates ($0.2 million).

Full-year Adjusted EBITDA of $50.0 million was $4.5 million below the prior year.

Full-year sales of $238.6 million increased $3.1 million, or 1%, versus the prior year.

Harvest volumes increased to 2.49 million tons versus 2.48 million tons in the prior year.

Average delivered prices for export sawtimber increased 3% to $105.86 per ton versus $102.39 per ton in the prior year, as higher shipping costs were partially passed on to export customers through increased prices.

Average delivered prices for domestic sawtimber of $66.05 per ton remained relatively consistent versus $66.31 per ton in the prior year.

Operating income of $33.5 million increased $7.4 million versus the prior year due to favorable foreign exchange impacts ($10.4 million), the prior year write-off of timber basis due to a tropical cyclone event ($2.3 million), lower depletion rates ($1.3 million), lower costs ($1.1 million), higher volumes ($0.2 million), and higher non-timber / carbon credit income ($0.1 million), partially offset by lower net stumpage realizations ($7.9 million).

Full-year Adjusted EBITDA of $53.8 million was $3.8 million above the prior year.

Full-year sales of $643.8 million increased $253.8 million versus the prior year, while operating income of $340.4 million increased $183.8 million versus the prior year.

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Prior year sales and operating income included $242.2 million and $105.1 million, respectively, from Large Dispositions.

Prior year period operating income also included an $11.5 million gain attributable to noncontrolling interests from the sale of a multi-family apartment complex in Bainbridge Island, Washington.

Sales increased primarily due to significantly higher volumes (226,731 acres sold versus 85,618 acres sold in the prior year), partially offset by lower weighted average prices ($2,766 per acre versus $4,392 per acre in the prior year).

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Sales volumes decreased 30% to 265,000 tons versus 378,000 tons in the prior year.

Operating income and Adjusted EBITDA increased $0.1 million versus the prior year as improved margins more than offset reduced trading volume.

Operating income and Adjusted EBITDA decreased $0.6 million versus the prior year.

CORPORATE AND OTHER EXPENSE / ELIMINATIONS

Full-year corporate and other operating expense of $39.1 million increased $3.6 million versus the prior year, primarily due to higher compensation and benefit expenses and professional services fees.

Compensation and benefits expenses were elevated versus the prior year primarily due to the acceleration of equity compensation expense for retirement-eligible employees.

INTEREST EXPENSE

Full-year interest expense of $48.3 million increased $12.1 million versus the prior year primarily due to higher average outstanding debt and a higher weighted-average interest rate.

Full-year corporate and other operating expense of $42.9 million increased $3.8 million versus the prior year, primarily due to $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges, as well as higher compensation and benefit related expenses.

The restructuring charges were related to a workforce optimization initiative designed to reduce overhead costs following the disposition of approximately 255,000 acres of timberlands in connection with our Initiatives to Enhance Shareholder Value.

INTEREST EXPENSE, NET

Full-year interest expense of $36.9 million decreased $11.4 million versus the prior year, primarily due to lower average outstanding debt and the gain from a terminated cash flow hedge.

INTEREST AND OTHER MISCELLANEOUS INCOME, NET

Full-year interest and other miscellaneous income of $20.6 million increased $18.0 million versus the prior year, as the current year included $20.7 million of net recoveries associated with legal settlements, partially offset by a $2.0 million pension settlement charge.

Full-year interest and other miscellaneous income of $10.4 million decreased $10.2 million versus the prior year.

The decrease versus the prior year is primarily due to lower net recoveries associated with legal settlements ($12.7 million) and higher pension settlement charges ($4.0 million), partially offset by higher interest income ($6.8 million) due to higher cash on hand as a result of the completed Large Dispositions.

INCOME TAX EXPENSE

Full-year income tax expense of $5.1 million decreased $4.3 million versus the prior year period.

Full-year income tax expense of $7.0 million increased $1.9 million versus the prior year as a result of higher taxable income, partially offset by a $1.2 million tax benefit associated with the pension termination and settlement.

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

SHARE REPURCHASES

During the fourth quarter, the Company repurchased 488,017 shares at an average price of $30.10 per share, or $14.7 million in total.

In December, the Company announced a new $300 million share repurchase authorization, replacing our previous $100 million share repurchase authorization.

RESULTS OF OPERATIONS, 2023 VERSUS 2022

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OUTLOOK FOR 2025

In 2024, we expect to achieve full-year harvest volumes in our Southern Timber segment of 7.1 to 7.3 m illion tons.

We anticipate a modest decrease in harvest volumes versus the prior year as logging conditions normalize following a period of relatively dry weather.

Further, we expect that regional pine stumpage realizations will improve modestly versus the prior year based on improving end market demand coupled with an anticipated increase in rainfall from the El Niño weather pattern.

However, we expect these pricing gains will be largely offset by a less favorable geographic mix.

Lastly, we expect higher non-timber income for full-year 2024 as compared to full-year 2023, primarily driven by additional income from land-based solutions.

In our Pacific Northwest Timber segment, we expect to achieve full-year harvest volumes of approximately 1.4 million tons.

The anticipated increase relative to the prior year assumes a return to a more normalized level of demand and harvest activity, partially offset by a reduction in our Pacific Northwest sustainable yield resulting from the recent Oregon disposition.

Further, while we anticipate some demand improvement as the year progresses, we expect that full-year weighted average log pricing will remain modestly below the pricing achieved in 2023 due in part to a less favorable species mix.

In 2025, we expect to achieve full-year harvest volumes in our Southern Timber segment of 6.9 to 7.1 m illion tons—a modest increase in harvest volumes versus the prior year, primarily due to the carryover of some planned 2024 volume into 2025, partially offset by reduced volume from the recent disposition in Oklahoma.

Further, while we expect pine stumpage realizations to trend higher as the year progresses, we anticipate that full-year realizations will be slightly lower versus the prior year, due in part to the continued impact of salvage volume on the market.

Lastly, we expect slightly lower non-timber income for full-year 2025 as compared to the prior year, which benefited from significant pipeline easement activity.

In our Pacific Northwest Timber segment, we expect to achieve full-year harvest volumes of approximately 0.9 million tons, which reflects the reduction in our Pacific Northwest sustainable yield resulting from the recent dispositions in Washington.

Further, we expect that full-year weighted average log pricing will increase modestly versus the prior year as a result of improving demand conditions.

In our New Zealand Timber segment, we expect full-year harvest volumes of 2.5 to 2.7 mi llion tons.

We expect that full-year domestic and export sawtimber pricing will improve modestly relative to the full-year pricing achieved in 2023 as end-markets continue to recover.

We further anticipate a modest increase in carbon credit sales in 2024 as pricing has remained strong following the significant market volatility experienced in the first half of 2023.

In our Real Estate segment, we are encouraged by both the continued strong demand for our rural properties as well as the continued momentum across our improved development projects as we enter 2024 .

We expect another strong year in both our rural land sales program as well as our improved development projects based on our current pipeline of transactions.

However, similar to 2023, we anticipate very light closing activity in the first quarter, followed by a significant pickup in activity in the second quarter.

We expect that full-year domestic and export sawtimber pricing will improve modestly relative to the full-year pricing achieved in 2024 as supply-demand fundamentals continue to improve.

We further anticipate a modest increase in carbon credit sales in 2025, as pricing appears to have stabilized following a period of unusual market volatility.

In our Real Estate segment, we are encouraged by the continued strong demand and value realizations for our HBU properties, and we expect another solid year in both our rural land sales program as well as our improved development projects based on our current pipeline of transactions.

However, similar to 2024, we anticipate very light closing activity in the first quarter.

Our 2025 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A — Risk Factors .

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Overall, we believe we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to maximize the value of our timberland and real estate assets under management.

On November 1, 2023 we announced an asset disposition and capital structure realignment plan (the “Plan”) targeting $1 billion of select asset sales over the following 18 months.

We expect to use the proceeds of the asset sales to reduce our leverage to ≤3.0x Net Debt / Adjusted EBITDA and return capital to share and unit holders.

Following the announcement of this Plan, we closed on the disposition of approximately 55,000 acres of timberland in Oregon for $242.2 million, and we believe we are on-track to meet the $1 billion disposition target as planned.

While we currently anticipate to execute the Plan as announced, facts and circumstances could change in the future, which may change our strategy or preclude us from executing the Plan as intended.

On November 1, 2023, we announced an asset disposition and capital structure realignment plan (the “Plan”) targeting $1 billion of select asset sales to reduce our leverage to ≤3.0x Net Debt / Adjusted EBITDA and return capital to share and unit holders.

Since the announcement, we have closed on approximately $737 million of timberland dispositions and have reduced Net Debt / Adjusted EBITDA to 2.6x, while also returning capital to share and unit holders in the form of special cash dividends and share repurchases.

We believe we remain on-track to achieve the remainder of the $1 billion disposition target as planned.

While we currently anticipate to execute the remainder of Plan as announced, facts and circumstances could change in the future, which may change our strategy or preclude us from executing the Plan as intended.

See Item 1A — Risk Factors in this Annual Report on Form 10-K for additional information.

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(in millions of dollars) 2024 2023 2022

Cash and cash equivalents (excluding Timber Funds) $207.7 $114.3 $358.7

Total debt (excluding Timber Funds) (a) 1,372.7 1,523.1 1,376.1

Cash and cash equivalents $323.2 $207.7 $114.3

Total debt (a) 1,114.8 1,372.7 1,523.1

Noncontrolling interests in the Operating Partnership 51.8 81.7 105.8

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As of December 31, 2024, $269.7 million remains available for issuance under the 2022 ATM Program.

The following table outlines the common shares issuance pursuant to our ATM Program (dollars in millions):

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

Year Ended December 31,

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Average price of common shares issued under the ATM program — $34.03

Gross proceeds — $60.4

Commissions — $0.6

The following table summarizes our cash flows from operating, investing and financing activities for each of the three years ended December 31 (in millions of dollars):

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CASH PROVIDED BY OPERATING ACTIVITIES

Cash provided by operating activities increased $29.2 million versus the prior year primarily due to changes in working capital.

Cash provided by operating activities decreased $36.8 million versus the prior year primarily due to changes in working capital and lower net recoveries on legal settlements.

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

Cash provided by investing activities increased $640.5 million versus the prior year primarily due to lower cash used for timberland acquisitions ($444.5 million), higher proceeds from Large Dispositions ($210.4 million) and other investing activities ($1.6 million), partially offset by higher real estate development investments ($9.4 million) and higher capital expenditures ($6.6 million).

Cash provided by investing activities increased $229.9 million versus the prior year primarily due to higher proceeds from Large Dispositions ($244.9 million) and lower capital expenditures ($1.7 million), partially offset by higher cash used for timberland acquisitions ($8.7 million), higher real estate development investments ($2.7 million), and other investing activities ($5.2 million).

CASH USED FOR FINANCING ACTIVITIES

Cash used for financing activities increased $324.3 million from the prior year due to a decrease in net borrowings ($275.0 million), lower proceeds from the issuance of common shares under the ATM Program ($61.6 million), higher dividends paid on common shares ($4.3 million), and lower proceeds from the issuance of common shares under the incentive stock plan ($2.6 million), partially offset by lower distributions to noncontrolling interests in consolidated affiliates ($17.7 million), lower debt issuance costs ($0.7 million) and lower distributions to noncontrolling interests in the operating partnership ($0.7 million).

Cash used for financing activities increased $150.5 million from the prior year due to higher debt repayments ($100.0 million), higher dividends paid on common shares ($30.6 million), increases in share repurchases ($14.6 million), higher distributions to noncontrolling interests in consolidated affiliates ($5.4 million), and lower proceeds from the issuance of common shares under the incentive stock plan ($0.1 million), partially offset by lower distributions to noncontrolling interests in the Operating Partnership ($0.2 million), and lower costs associated with the issuance of common shares under the ATM Program ($0.1 million).

FUTURE USES OF CASH

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common shares and distributions on Rayonier, L.P.

units, distributions to noncontrolling interests, and repurchases of the Company’s common shares to satisfy other commitments.

units, distributions to noncontrolling interests, repurchases of the Company’s common shares, or other expenditures as needed.

Significant long-term uses of cash include the following (in millions):

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Long-term debt (a) $1,095.4 — $245.4 $400.0 $450.0

Current maturities of long-term debt 19.4 19.4 — — —

Interest payments on long-term debt (b) 197.7 52.9 80.8 45.4 18.6

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See Note 12 — Environmental and Natural Resource Damage Liabilities for additional information.

(f) Commitments — other includes $8.4 million related to pension plan termination.

See Note 18 — Employee Benefit Plans for additional information.

(f) Commitments — other includes other purchase obligations.

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

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Aside from capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities.

Real estate development investments in 2024 are expected to be between $28 million and $32 million, net of anticipated reimbursements.

Real estate development investments in 2025 are expected to be between $28 million and $32 million, net of reimbursements from community development bonds.

Expected real estate development investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida and Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia.

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common shares and distributions to Rayonier, L.P.

unitholders, excluding the additional dividend and distribution payable January 12, 2024 to shareholders of record on December 29, 2023, are expected to be approximately $170.4 million and $2.8 million, respectively, assuming no change in the quarterly dividend rate of $0.285 per share or partnership unit, or material changes in the number of common shares or partnership units outstanding.

unitholders are expected to be approximately $171.2 million and $2.3 million, respectively.

These estimates exclude the additional dividend and distribution paid January 30, 2025, to shareholders of record on December 12, 2024.

They assume no change in the quarterly dividend rate of $0.2725 per share or unit announced on February 5, 2025, and no material changes in outstanding common shares or partnership units.

See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly dividend and distribution rate.

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

We made no discretionary pension contributions in 2023.

We expect to make estimated cash contributions in 2024 of approximately $7.2 million in order to fund the Defined Benefit Plan on a plan termination basis.

Additionally, we anticipate settling the Excess Benefit Plan with lump sum payments upon termination of the Defined Benefit Plan with cash contributions of approximately $1.2 million.

See Note 18 — Employee Benefit Plans for additional information.

Cash income tax payments in 2025 are expected to be between $6 million and $9 million, primarily due to the New Zealand subsidiary.

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LIQUIDITY FACILITIES

See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as for information on covenants that must be met in connection with our Senior Notes due 2031, Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and Revolving Credit Facility.

See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as for information on covenants that must be met in connection with our Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility.

RESTRICTED CASH

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PERFORMANCE AND LIQUIDITY INDICATORS

The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, ability to generate cash and satisfy rating agency and creditor requirements.

The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, and ability to generate cash and satisfy rating agency and creditor requirements.

This information includes two measures of financial results:

Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”), and Cash Available for Distribution (“CAD”).

Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”), and Cash Available for Distribution (“CAD”), which are both non-GAAP financial measures used to supplement Rayonier’s financial statements presented in accordance with GAAP.

These measures are not defined by GAAP and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures described above.

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Adjusted EBITDA and CAD as defined may not be comparable to similarly titled measures reported by other companies.

These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with GAAP.

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

Below is a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars):

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

Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management.

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

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, costs related to disposition initiatives, restructuring charges, timber write-offs resulting from casualty events, gain associated with the multi-family apartment complex sale attributable to noncontrolling interests and Large Dispositions.

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

The following table provides a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars):

2024 2023 2022

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Net Income $369.0 $178.5 $122.8

Operating (income) loss attributable to NCI in Timber Funds — — (45.6)

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

Income tax expense attributable to NCI in Timber Funds — — 0.1

Net income (Excluding NCI in Timber Funds) $178.5 $122.8 $165.3

Interest, net and miscellaneous income attributable to Rayonier 45.9 33.2 44.3

Income tax expense attributable to Rayonier 5.1 9.4 14.6

Depreciation, depletion and amortization attributable to Rayonier 158.2 147.3 143.2

Interest, net and miscellaneous income (a) 27.8 45.9 33.2

Income tax expense (b) 7.0 5.1 9.4

Depreciation, depletion and amortization 140.2 158.2 147.3

Non-cash cost of land and improved development 44.4 29.8 28.4

Non-operating (income) expense (a) (18.3) 0.4 —

Timber write-offs resulting from casualty events attributable to Rayonier (b) 2.3 0.7 —

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

Gain on investment in Timber Funds (d) — — (7.5)

Fund II Timberland Dispositions attributable to Rayonier (e) — — (10.3)

Large Dispositions (f) (105.1) (16.6) (44.8)

Non-operating (income) expense (c) (1.3) (18.3) 0.4

Costs related to disposition initiatives (d) 1.6 — —

Restructuring charges (e) 1.1 — —

Timber write-offs resulting from casualty events (f) — 2.3 0.7

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

Large Dispositions (h) (291.1) (105.1) (16.6)

Adjusted EBITDA $298.8 $296.5 $314.2

(a) The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, partially offset by a $2.0 million pension settlement charge.

(b) Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.

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

(d) Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.

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

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

(a) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.

(b) The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

(c) The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.

The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by $2.0 million of pension settlement charges.

(d) 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.

(e) Restructuring charges include severance costs related to workforce optimization initiatives.

(f) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.

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

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

The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the three years ended December 31 (in millions of dollars):

Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate

Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate

Operating income (loss) $77.9 ($6.3) $33.5 $340.4 ($0.1) ($42.9) $402.5

Costs related to disposition initiatives (a) — — — — — 1.6 1.6

Restructuring charges (b) — — — — — 1.1 1.1

Depreciation, depletion and amortization 73.4 31.7 20.3 13.1 — 1.8 140.2

Non-cash cost of land and improved development — — — 44.4 — — 44.4

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

Large Dispositions (b) — — — — (105.1) — — (105.1)

Large Dispositions (c) — — — (291.1) — — (291.1)

Adjusted EBITDA $151.3 $25.4 $53.8 $106.8 ($0.1) ($38.4) $298.8

Operating income $96.6 $15.2 $30.6 — $58.5 $0.4 ($35.5) $165.8

Operating income (loss) $76.3 ($9.0) $26.0 $156.6 $0.5 ($39.1) $211.3

Depreciation, depletion and amortization 80.0 36.9 21.7 18.0 — 1.7 158.2

Non-cash cost of land and improved development — — — 29.8 — — 29.8

Timber write-offs resulting from casualty events (a) — 0.7 — — — — — 0.7

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

Large Dispositions (b) — — — — (16.6) — — (16.6)

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

Large Dispositions (c) — — — (105.1) — — (105.1)

Adjusted EBITDA $156.2 $27.9 $50.0 $99.3 $0.5 ($37.4) $296.5

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Non-cash cost of land and improved development — — — 28.4 — — 28.4

Operating income attributable to NCI in Timber Funds (d) — — — (45.6) — — — (45.6)

Gain on investment in Timber Funds (e) — — — (7.5) — — — (7.5)

Fund II Timberland Dispositions attributable to Rayonier (f) — — — (10.3) — — — (10.3)

Large Dispositions (b) — — — — (44.8) — — (44.8)

Timber write-offs resulting from casualty events (d) — 0.7 — — — — 0.7

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

Large Dispositions (c) — — — (16.6) — — (16.6)

Adjusted EBITDA $156.9 $63.9 $54.5 $72.7 $0.4 ($34.2) $314.2

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

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

(d) Includes $41.2 million of income from Fund II Timberland Dispositions.

(e) Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.

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

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

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

(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.

(b) Restructuring charges include severance costs related to workforce optimization initiatives.

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

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

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

Cash Available for Distribution (CAD) is a non-GAAP measure of cash generated during a period that is available for common stock dividends, distributions to Operating Partnership unitholders, distributions to noncontrolling interests, repurchase of the Company's common shares, debt reduction, timberland acquisitions and real estate development investments.

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

In compliance with SEC requirements for non-GAAP measures, we reduce CAD by mandatory debt repayments, which results in the measure entitled “Adjusted CAD.” CAD and Adjusted CAD generated in any period are not necessarily indicative of the CAD that may be generated in future periods.

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Cash provided by operating activities $261.6 $298.4 $269.2

Capital expenditures from continuing operations (a) (81.4) (74.8) (76.0)

CAD attributable to NCI in Timber Funds — — (12.9)

Capital expenditures (a) (79.8) (81.4) (74.8)

Net recovery on legal settlements (b) (8.0) (20.7) —

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(a) Capital expenditures exclude timberland acquisitions and real estate development investments.

(b) Reflects net proceeds received from litigation regarding insurance claims.

(b) Reflects the net gain from litigation regarding insurance claims.

The following table provides supplemental cash flow data for the three years ended December 31 (in millions):

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

What changed 10-K

Item 7. Management’s Discussion and Analysis