What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-21 compared with 2024-02-23 · 460 added, 417 removed, 2053 unchanged (30% of the section changed)

4 unchanged sentences

Rayonier Inc.:

Consolidated Statements of Income and Comprehensive Income f or the Three Years Ended December 31, 2023

Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Years Ended December 31, 2024

Consolidated Balance Sheets as of December 31, 2024 and 2023

2 unchanged sentences

Rayonier, L.P.:

Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2023

Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Years Ended December 31, 2024

Consolidated Balance Sheets as of December 31, 2024 and 2023

25 unchanged sentences

Note 23 - Other Assets

Note 24 - Accumulated Other Comprehensive Income

Note 24 - Accumulated Other Comprehensive (Loss) Income

Note 25 - Related Party

13 unchanged sentences

RAYONIER INC.

Chief Executive Officer

(Principal Executive Officer)

February 23, 2024

/s/ MARK MCHUGH

President and Chief Financial Officer

(Principal Financial Officer)

President and Chief Executive Officer

(Principal Executive Officer)

February 21, 2025

/s/ APRIL TICE

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

February 21, 2025

13 unchanged sentences

RAYONIER, INC., its sole general partner

Chief Executive Officer

(Principal Executive Officer)

February 23, 2024

/s/ MARK MCHUGH

President and Chief Financial Officer

(Principal Financial Officer)

President and Chief Executive Officer

(Principal Executive Officer)

February 21, 2025

/s/ APRIL TICE

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

February 21, 2025

6 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated February 23, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated February 21, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

21 unchanged sentences

We have audited the accompanying consolidated balance sheets of Rayonier Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

26 unchanged sentences

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for establishing the annual depletion rate for each geographic region.

For example, we tested controls over management’s review of the standing merchantable inventory volume that was determined for each geographic region.

To test the annual depletion rates (including standing merchantable inventory volume), our audit procedures included, among others, evaluating the methodology used and testing the completeness and accuracy of the underlying data used by the Company.

For example, we tested controls over management’s review of the estimated standing merchantable inventory volume that was determined for each geographic region.

To test the annual depletion rates (including estimated standing merchantable inventory volume), our audit procedures included, among others, evaluating the methodology used and testing the completeness and accuracy of the underlying data used by the Company.

We inspected satellite images to test timber existence and assessed the timberland for features that would impact the Company’s ability to harvest its timber.

5 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Rayonier Inc., the general partner of Rayonier, L.P.

To the Unitholders of Rayonier, L.P.

and the Board of Directors of Rayonier Inc., the general partner of Rayonier, L.P.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Rayonier, L.P.

and subsidiaries (the Operating Partnership) as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Operating Partnership) as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income (loss), changes in capital and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

28 unchanged sentences

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Operating Partnership’s process for establishing the annual depletion rate for each geographic region.

For example, we tested controls over management’s review of the standing merchantable inventory volume that was determined for each geographic region.

For example, we tested controls over management’s review of the estimated standing merchantable inventory volume that was determined for each geographic region.

We inspected satellite images to test timber existence and assessed the timberland for features that would impact the Operating Partnership’s ability to harvest its timber.

6 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

For the Years Ended December 31,

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OPERATING INCOME 402,466 211,284 165,822

Interest expense ( 48,342 ) ( 36,207 ) ( 44,907 )

Interest expense, net ( 36,916 ) ( 48,342 ) ( 36,207 )

Interest and other miscellaneous income, net 10,483 20,675 2,565

8 unchanged sentences

359,147 173,493 107,077

OTHER COMPREHENSIVE (LOSS) INCOME

OTHER COMPREHENSIVE INCOME (LOSS)

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

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Cash and cash equivalents $ 323,158 $ 207,696

Restricted cash, current ( Note 21 )

Trade receivables, less allowance for doubtful accounts of $ 401 and $ 210

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Total property, plant and equipment, net 18,375 27,009

RESTRICTED CASH (NOTE 21)

RESTRICTED CASH, NON-CURRENT (NOTE 21)

RIGHT-OF-USE ASSETS (NOTE 16)

6 unchanged sentences

Accounts payable $ 26,059 $ 26,561

Current maturities of long-term debt, net (Note 7)

Accrued taxes 4,238 4,394

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Retained earnings 257,254 338,244

Accumulated other comprehensive income (Note 24)

Accumulated other comprehensive (loss) income (Note 24)

( 10,429 ) 24,651

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Comprehensive

Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

(Loss) Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

9 unchanged sentences

Repurchase of common shares ( 97,809 ) ( 4,225 ) — — — ( 4,225 )

Fund II carried interest incentive fee — — — — ( 3,807 ) ( 3,807 )

Disposition of noncontrolling interests in consolidated affiliates — — — — ( 255,486 ) ( 255,486 )

Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — — 9,690 9,690

Adjustment of noncontrolling interests in the Operating Partnership — — 23,155 — — 23,155

9 unchanged sentences

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 2,905 ) — — ( 2,905 )

Dividends ($ 1.125 per share) (a)

— — ( 165,902 ) — — ( 165,902 )

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 1.1 million

Dividends ($ 1.34 per share) (a)(b)

— — ( 199,465 ) — — ( 199,465 )

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs 400 ( 81 ) — — — ( 81 )

Issuance of shares under incentive stock plans 380,080 75 — — — 75

6 unchanged sentences

Cash flow hedges — — — ( 11,358 ) 1,401 ( 9,957 )

Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 295 ) — ( 295 )

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 1,069 — 1,069

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,699 ) ( 1,699 )

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

Balance, December 31, 2023 148,299,117 $ 1,497,641 $ 338,244 $ 24,651 $ 17,066 $ 1,877,602

6 unchanged sentences

Comprehensive

Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

(Loss) Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

4 unchanged sentences

— — ( 438,600 ) — — ( 438,600 )

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs 400 ( 81 ) — — — ( 81 )

Issuance of shares under incentive stock plans 399,929 — — — — —

11 unchanged sentences

Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests .

(b) Includes an additional cash dividend of $ 0.20 per common share.

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

(b) The year ended December 31, 2024 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

The dividend was paid January 30, 2025, to shareholders of record on December 12, 2024.

The year ended December 31, 2023 includes an additional cash dividend of $ 0.20 per common share.

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

See Notes to Consolidated Financial Statements.

16 unchanged sentences

Gain on sale of large disposition of timberlands ( 291,078 ) ( 105,078 ) ( 16,606 )

Gain on Fund II timberland dispositions — — ( 51,522 )

Gain on sale of Timber Funds III & IV — — ( 3,675 )

Fund II carried interest incentive fee — — ( 3,807 )

Other ( 601 ) 13,169 1,049

10 unchanged sentences

Net proceeds from large disposition of timberlands 484,787 239,898 29,496

Net proceeds from sale of Timber Funds III & IV — — 31,014

Net proceeds from Fund II timberland dispositions — — 154,740

Other ( 2,423 ) 2,776 1,180

3 unchanged sentences

Repayment of debt ( 250,000 ) ( 150,000 ) ( 531,842 )

Dividends paid on common stock ( 169,990 ) ( 165,707 ) ( 153,515 )

Distributions to noncontrolling interests in the operating partnership ( 2,962 ) ( 3,668 ) ( 4,269 )

Dividends paid on common shares (a) ( 200,566 ) ( 169,990 ) ( 165,707 )

Distributions to noncontrolling interests in the Operating Partnership (b) ( 2,808 ) ( 2,962 ) ( 3,668 )

Proceeds from the issuance of common shares under incentive stock plan — 75 2,628

1 unchanged sentence

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 4,179 ) ( 4,217 ) ( 4,225 )

Repurchase of common shares made under repurchase program ( 14,687 ) — —

Debt issuance costs — — ( 740 )

Distributions to noncontrolling interests in consolidated affiliates ( 7,120 ) ( 1,699 ) ( 19,434 )

Make-whole fee on NWFCS debt prepayment — — ( 6,234 )

CASH USED FOR FINANCING ACTIVITIES ( 479,360 ) ( 328,874 ) ( 4,589 )

4 unchanged sentences

Balance, end of year $ 343,200 $ 208,374 $ 115,407

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

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

(b) The year ended December 31, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

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

See Notes to Consolidated Financial Statements.

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For additional information on patronage payments, see Note 7 — Debt .

(b) The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million and $ 28.1 million for the years ended December 31, 2022 and 2021, respectively.

See Note 5 — Noncontrolling Interests and Note 7 — Debt for further information.

2 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

For the Years Ended December 31,

10 unchanged sentences

OPERATING INCOME 402,466 211,284 165,822

Interest expense ( 48,342 ) ( 36,207 ) ( 44,907 )

Interest expense, net ( 36,916 ) ( 48,342 ) ( 36,207 )

Interest and other miscellaneous income, net 10,483 20,675 2,565

11 unchanged sentences

Net income attributable to unitholders 363,981 176,398 109,470

OTHER COMPREHENSIVE (LOSS) INCOME

OTHER COMPREHENSIVE INCOME (LOSS)

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

22 unchanged sentences

Cash and cash equivalents $ 323,158 $ 207,696

Restricted cash, current ( Note 21 )

Trade receivables, less allowance for doubtful accounts of $ 401 and $ 210

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Total property, plant and equipment, net 18,375 27,009

RESTRICTED CASH ( NOTE 21 )

RESTRICTED CASH, NON-CURRENT ( NOTE 21 )

RIGHT-OF-USE ASSETS ( NOTE 16 )

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Accounts payable $ 26,059 $ 26,561

Current maturities of long-term debt, net ( Note 7 )

Accrued taxes 4,238 4,394

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Limited partners’ capital 1,759,405 1,814,193

Accumulated other comprehensive income ( Note 24 )

Accumulated other comprehensive (loss) income ( Note 24 )

( 7,865 ) 28,018

9 unchanged sentences

(Thousands of dollars, except unit data)

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital

Comprehensive (Loss) Income Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

10 unchanged sentences

Conversion of units to common shares 39 3,886 — — 3,925

Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — 9,690 9,690

Fund II carried interest incentive fee — — — ( 3,807 ) ( 3,807 )

Disposition of noncontrolling interests in consolidated affiliates — — — ( 255,486 ) ( 255,486 )

Pension and postretirement benefit plans — — 1,627 — 1,627

5 unchanged sentences

Net income 1,764 174,634 — 2,097 178,495

Distributions on units ($ 1.125 per unit)

( 1,696 ) ( 167,874 ) — — ( 169,570 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 1.1 million

Distributions on units ($ 1.34 per unit) (a)

( 2,029 ) ( 200,887 ) — — ( 202,916 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs ( 1 ) ( 80 ) — — ( 81 )

Issuance of units under incentive stock plans 1 74 — — 75

7 unchanged sentences

Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,699 ) ( 1,699 )

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

Balance, December 31, 2023 $ 18,325 $ 1,814,193 $ 28,018 $ 17,066 $ 1,877,602

RAYONIER, L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)

(Thousands of dollars, except unit data)

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

Balance, December 31, 2022 $ 18,251 $ 1,806,895 $ 40,249 $ 15,317 $ 1,880,712

Net income 3,640 360,341 — 5,002 368,983

1 unchanged sentence

( 4,445 ) ( 440,050 ) — — ( 444,495 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs ( 1 ) ( 80 ) — — ( 81 )

Issuance of units under incentive stock plans 1 74 — — 75

Stock-based incentive compensation 143 14,089 — — 14,232

7 unchanged sentences

Balance, December 31, 2024 $ 17,772 $ 1,759,405 ($ 7,865 ) $ 11,221 $ 1,780,533

(a) Includes an additional cash distribution of $ 0.20 per operating partnership unit.

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

(a) The year ended December 31, 2024 includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units.

The distribution was paid January 30, 2025, to holders of record on December 12, 2024.

The year ended December 31, 2023 includes an additional cash distribution of $ 0.20 per unit.

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

See Notes to Consolidated Financial Statements.

14 unchanged sentences

Amortization of losses from pension and postretirement plans 1 6 753

Timber write-offs resulting to casualty events 2,302 729 —

Timber write-offs resulting from casualty events — 2,302 729

Gain on sale of large disposition of timberlands ( 291,078 ) ( 105,078 ) ( 16,606 )

Gain on Fund II timberland dispositions — — ( 51,522 )

Gain on sale of Timber Funds III & IV — — ( 3,675 )

Fund II carried interest incentive fee — — ( 3,807 )

Other ( 601 ) 13,169 1,049

10 unchanged sentences

Net proceeds from large disposition of timberlands 484,787 239,898 29,496

Net proceeds from sale of Timber Funds III & IV — — 31,014

Net proceeds from Fund II timberland dispositions — — 154,740

Other ( 2,423 ) 2,776 1,180

3 unchanged sentences

Repayment of debt ( 250,000 ) ( 150,000 ) ( 531,842 )

Distributions on units ( 172,952 ) ( 169,375 ) ( 157,784 )

Distributions on units (a) ( 203,374 ) ( 172,952 ) ( 169,375 )

Proceeds from the issuance of units under incentive stock plan — 75 2,628

1 unchanged sentence

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 4,179 ) ( 4,217 ) ( 4,225 )

Repurchase of units made under repurchase program ( 14,687 ) — —

Debt issuance costs — — ( 740 )

Distributions to noncontrolling interests in consolidated affiliates ( 7,120 ) ( 1,699 ) ( 19,434 )

Make-whole fee on NWFCS debt prepayment — — ( 6,234 )

CASH USED FOR FINANCING ACTIVITIES ( 479,360 ) ( 328,874 ) ( 4,589 )

4 unchanged sentences

Balance, end of year $ 343,200 $ 208,374 $ 115,407

(a) The year ended December 31, 2024 includes an additional cash distribution of $ 0.20 per unit, totaling $ 30.2 million.

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

See Notes to Consolidated Financial Statements.

15 unchanged sentences

For additional information on patronage payments, see Note 7 — Debt .

See Note 5 — Noncontrolling Interests and Note 7 — Debt for further information.

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See Note 15 — Inventory for additional information.

NOTES RECEIVABLE

Notes receivable are amounts due to us for the sale of real estate.

See Note 23 — Other Assets for additional information.

PREPAID LOGGING ROADS

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We recognize revenues 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 December 31, 2023 are primarily due to advances on stumpage contracts, unearned license revenue, unearned carbon capture and storage revenue and post-closing obligations on real estate sales.

Unsatisfied performance obligations as of December 31, 2024 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue.

Of these performance obligations, $ 20.9 million is expected to be recognized within the next twelve months , while the remaining $ 10.7 million is expected to be recognized as we satisfy our performance obligations.

22 unchanged sentences

ton, MBF, JAS m3) of standing timber As timber is severed

(point-in-time) Initial payment between

5 % and 20 % of estimated contract value;

(point-in-time) Initial payment between 5 % and 20 % of estimated contract value;

collection generally within 10 days of severance

41 unchanged sentences

The aggregate amount of the transaction price allocated to unsatisfied obligations is recorded and presented in “Deferred revenue” in the Consolidated Balance Sheets.

COST OF SALES

Cost of sales associated with timber operations primarily include the cost basis of timber sold (depletion), logging and transportation costs (cut and haul) and ocean freight and demurrage costs (port and freight).

Depletion includes the amortization of capitalized costs (site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs).

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, carbon basis and fire prevention.

Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the property that was conveyed to the buyer, any real estate development costs and any closing costs including sales

Builder Price Participation

Builder Price Participation is the variable component of the transaction price for certain development sales in our Real Estate segment.

Builder Price Participation reflects the lot premium that is earned when a homebuilder that purchased land from us develops and sells a home to a third-party at a price above a predetermined threshold.

The excess over the threshold is shared between us and the homebuilder concurrent with the closing on the sale of the home based upon a contractually designated percentage.

We generally constrain Builder Price Participation and, accordingly, we do not recognize an estimate of variable consideration.

The constraint is primarily based on the following factors:

• There is considerable variability in home prices due to customer options, incentives, and general market conditions;

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

commissions that may be borne by us.

• The time between the sale of land to a homebuilder and the subsequent closing on a completed home can take up to three years;

• Builder Price Participation is highly susceptible to factors outside of our control, such as unemployment and interest rates, among other factors.

We evaluate contracts with homebuilders with respect to Builder Price Participation at each reporting period to determine whether a change in facts and circumstances has eliminated the constraint and will record an estimate of Builder Price Participation revenue, if applicable.

COST OF SALES

Depletion includes the amortization of capitalized costs (site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs).

We expense closing costs, including sales commissions, when incurred for all real estate sales with future performance obligations expected to be satisfied within one year.

6 unchanged sentences

See Note 18 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the net periodic benefit cost for the year ended December 31, 2024.

Periodic pension and other postretirement expense is included in “Cost of sales,” “Selling and general expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and Comprehensive Income.

The service cost component of net periodic benefit cost is included in “Cost of sales” and “Selling and general expenses” while the other components of net periodic benefit cost (interest cost, expected return on plan assets and amortization of losses or gains) are presented outside of income from operations in “Interest and other miscellaneous income, net.” Changes in the funded status of our plans are recorded through other comprehensive (loss) income in the year in which the changes occur.

5 unchanged sentences

Deferred tax assets and liabilities are measured pursuant to tax laws using the enacted tax rate that is expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled.

We recognize the effect of a change in income tax rates on deferred tax assets and liabilities in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date of the rate change.

We recognize the effect of a change in income tax rates on deferred tax assets and liabilities in the Consolidated Statements of Income and Comprehensive Income in the

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

period that includes the enactment date of the rate change.

We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more-likely-than-not that such deferred tax assets will not be realized.

10 unchanged sentences

See Note 20 — Income Taxes for additional information.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

ACCOUNTING PRONOUNCEMENTS

In November 2023, the FASB issued ASU No.

RECENTLY ADOPTED ACCOUNTING STANDARDS

We adopted Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

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

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

We do not expect the adoption of this pronouncement to impact our consolidated financial statements beyond the expansion of our reportable segment disclosures.

Improvements to Reportable Segment Disclosures in the year ended December 31, 2024 with no impact on the consolidated financial statements.

See Note 2 — Segment and Geographical Information for additional information.

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

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 and in January 2025, the FASB issued ASU No.

2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.

ASU 2024-03 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.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

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

The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2024 and should be applied on a prospective basis.

Early adoption and retrospective application are permitted.

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

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 December 31, 2023 to the date of issuance of these Consolidated Financial Statements for potential recognition and disclosure in the consolidated financial statements.

No events were identified that warranted recognition or disclosure.

On January 30, 2025, we paid approximately $ 66.9 million in cash and issued approximately 7.6 million common shares in relation to our special dividend of $ 1.80 per common share, consisting of a combination of cash and the Company's common shares.

In addition, we paid $ 0.9 million in cash and issued approximately 101,000 Redeemable Operating Partnership Units in relation to our special distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of $ 0.45 per unit in cash and $ 1.35 per unit in Redeemable Operating Partnership Units.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

On February 5, 2025, the Company’s board of directors declared a first quarter cash dividend of $ 0.2725 per common share.

The adjustment in the quarterly dividend to $ 0.2725 per share from $ 0.285 per share reflects the 7.6 million incremental shares issued to shareholders as part of the Company’s recent special dividend.

On February 5, 2025, the Company’s board of directors declared a first quarter cash distribution of $ 0.2725 per Redeemable Operating Partnership Unit.

The adjustment in the quarterly distribution amount to $ 0.2725 per Redeemable Operating Partnership Unit from $ 0.285 per Redeemable Operating Partnership Unit reflects the incremental units issued to unitholders as part of the special dividend.

SEGMENT AND GEOGRAPHICAL INFORMATION

1 unchanged sentence

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

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

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

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

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

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

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

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

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

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates the operating performance of the Company’s segments based on Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) to make decisions about allocating resources and assessing performance.

Total assets by segment are not used by the CODM to assess the performance of, or allocate resources to, the Company’s segments, therefore total assets by segment are not disclosed.

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 believe that Operating income, as defined by U.S.

GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA.

Adjusted EBITDA should not be considered as an alternative to Operating income as determined in accordance with U.S.

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

The following tables summarize the segment information for the three years ended December 31:

Sales by Product Line

2023 2022 2021

Southern Timber $ 264,128 $ 264,201 $ 204,441

Pacific Northwest Timber 124,145 162,237 143,021

New Zealand Timber 235,481 274,076 281,158

Timber Funds (a) — — 199,402

Improved Development 30,707 35,413 51,713

Unimproved Development 114 — 37,500

Rural 99,665 59,485 43,088

Timberland & Non-Strategic 3,347 11,400 44

Conservation Easements — — 3,855

Deferred Revenue/Other 13,930 1,239 ( 2,380 )

Large Dispositions 242,200 30,471 56,048

Total Real Estate 389,963 138,008 189,868

Trading 43,684 70,952 95,364

Intersegment eliminations (b) ( 468 ) ( 402 ) ( 3,657 )

Total Sales $ 1,056,933 $ 909,072 $ 1,109,597

(a) The year ended December 31, 2021 includes $ 159.1 million of sales attributable to noncontrolling interests in Timber Funds.

Included in sales attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 125.4 million from Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds.

The year ended December 31, 2021 also includes $ 31.4 million from Fund II Timberland Dispositions attributable to Rayonier.

(b) The years ended December 31, 2023, 2022 and 2021 include log marketing fees paid to our Trading segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales.

The year ended December 31, 2021 includes the elimination of timberland investment management fees paid to us by the timber funds which were initially recognized as sales and cost of sales within the Timber Funds segment.

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

December 31, 2024

Sales (a) $ 250,419 $ 100,786 $ 238,624 $ 643,769 $ 29,631 ($ 232 ) $ 1,262,997

Costs and Expenses

Cut & haul costs ( 51,041 ) ( 42,001 ) ( 85,460 ) — ( 3,260 ) — ( 181,762 )

Port / freight costs ( 2,412 ) ( 1,828 ) ( 75,345 ) — ( 10,914 ) — ( 90,499 )

Depreciation, depletion and amortization (a) ( 73,409 ) ( 31,668 ) ( 20,317 ) ( 169,020 ) — ( 1,791 ) ( 296,205 )

Non-cash cost of land and improved development (a) — — — ( 82,003 ) — — ( 82,003 )

Other costs and expenses (b) ( 45,655 ) ( 31,600 ) ( 24,032 ) ( 52,361 ) ( 15,512 ) ( 40,902 ) ( 210,062 )

Operating income (loss) $ 77,902 ($ 6,311 ) $ 33,470 $ 340,385 ($ 55 ) ($ 42,925 ) $ 402,466

Costs related to disposition initiatives (c) — — — — — 1,597 1,597

Restructuring charges (d) — — — — — 1,139 1,139

Depreciation, depletion and amortization (e) 73,409 31,668 20,317 13,064 — 1,791 140,249

Non-cash cost of land and improved development (e) — — — 44,409 — — 44,409

Large Dispositions (f) — — — ( 291,078 ) — — ( 291,078 )

Adjusted EBITDA $ 151,311 $ 25,357 $ 53,787 $ 106,780 ($ 55 ) ($ 38,398 ) $ 298,782

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income (g) ($ 27,708 )

Depreciation, depletion and amortization (e) ( 140,249 )

Non-cash cost of land and improved development (e) ( 44,409 )

Non-operating income 1,275

Costs related to disposition initiatives (c) ( 1,597 )

Restructuring charges (d) ( 1,139 )

Large Dispositions (f) 291,078

Income Before Income Taxes $ 376,033

Income tax expense ( 7,050 )

Net Income $ 368,983

(a) Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development includes $ 495.0 million, $ 156.0 million, and $ 37.6 million, respectively, from Large Dispositions.

(b) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(c) 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.

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

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

Restructuring charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

(e) Excludes depreciation, depletion and amortization, and non-cash cost of land and improved development of $ 156.0 million, and $ 37.6 million, respectively, from Large Dispositions.

(f) 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 year ended December 31, 2024 includes the sale of approximately 200,000 acres for an aggregate sale price of $ 495.0 million.

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

(g) Includes a $ 1.6 million gain from a terminated cash flow hedge.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

December 31, 2023

Sales (a) $ 264,128 $ 124,145 $ 235,481 $ 389,963 $ 43,684 ($ 468 ) $ 1,056,933

Costs and Expenses

Cut & haul costs ( 57,964 ) ( 56,565 ) ( 84,537 ) — ( 1,299 ) — ( 200,365 )

Port / freight costs ( 4,543 ) ( 5,173 ) ( 64,825 ) — ( 14,810 ) — ( 89,351 )

Depreciation, depletion and amortization (a) ( 79,974 ) ( 36,924 ) ( 21,666 ) ( 109,085 ) — ( 1,712 ) ( 249,361 )

Non-cash cost of land and improved development (a) — — — ( 73,458 ) — — ( 73,458 )

Other costs and expenses (b) ( 45,391 ) ( 34,481 ) ( 38,408 ) ( 50,815 ) ( 27,083 ) ( 36,936 ) ( 233,114 )

Operating income (loss) $ 76,256 ($ 8,998 ) $ 26,045 $ 156,605 $ 492 ($ 39,116 ) $ 211,284

2023 2022 2021

Southern Timber $ 76,256 $ 96,616 $ 66,111

Pacific Northwest Timber (a) ( 8,998 ) 15,192 6,827

New Zealand Timber (b) 26,045 30,621 51,513

Timber Funds (c) — — 63,219

Real Estate (d) 156,605 58,495 112,540

Trading 492 382 144

Corporate and other ( 39,116 ) ( 35,484 ) ( 30,579 )

Total Operating Income 211,284 165,822 269,775

Unallocated interest expense and other (e) ( 27,667 ) ( 33,642 ) ( 44,627 )

Total Income before Income Taxes $ 183,617 $ 132,180 $ 225,148

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

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

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

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

(c) The year ended December 31, 2021 includes $ 45.6 million of operating income attributable to noncontrolling interests in Timber Funds.

Included in operating income attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 41.2 million of income from Fund II Timberland Dispositions.

The year ended December 31, 2021 also includes $ 10.3 million of income on Fund II Timberland Dispositions attributable to Rayonier and a $ 7.5 million gain on investment in Timber Funds.

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

The year ended December 31, 2022 includes an $ 11.5 million gain associated with the multi-family apartment complex sale attributable to noncontrolling interests (“NCI”).

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

(e) 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.

Depreciation, depletion and amortization (c) 79,974 36,924 21,666 17,955 — 1,712 158,231

Non-cash cost of land and improved development (c) — — — 29,768 — — 29,768

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

Large Dispositions (e) — — — ( 105,078 ) — — ( 105,078 )

Adjusted EBITDA $ 156,230 $ 27,926 $ 50,013 $ 99,250 $ 492 ($ 37,404 ) $ 296,507

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income ($ 45,945 )

Depreciation, depletion and amortization (c) ( 158,231 )

Non-cash cost of land and improved development (c) ( 29,768 )

Non-operating income 18,278

Timber write-offs resulting from casualty events (d) ( 2,302 )

Large Dispositions (e) 105,078

Income Before Income Taxes $ 183,617

Income tax expense ( 5,122 )

Net Income $ 178,495

(a) Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development includes $ 242.2 million, $ 91.1 million, and $ 43.7 million, respectively, from Large Dispositions.

(b) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(c) Excludes depreciation, depletion and amortization, and non-cash cost of land and improved development of $ 91.1 million, and $ 43.7 million, respectively, from Large Dispositions.

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

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.”

(e) 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 year ended December 31, 2023 includes the sale of approximately 55,000 acres in Oregon for $ 242.2 million.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

December 31, 2022

Sales (a) $ 264,201 $ 162,237 $ 274,076 $ 138,008 $ 70,952 ($ 402 ) $ 909,072

Costs and Expenses

Cut & haul costs ( 63,977 ) ( 62,731 ) ( 94,253 ) — ( 4,975 ) — ( 225,936 )

Port / freight costs ( 6,836 ) ( 2,803 ) ( 94,061 ) — ( 27,689 ) — ( 131,389 )

Depreciation, depletion and amortization (a) ( 60,298 ) ( 48,024 ) ( 23,876 ) ( 22,216 ) — ( 1,255 ) ( 155,669 )

Non-cash cost of land and improved development (a) — — — ( 32,934 ) — — ( 32,934 )

Other costs and expenses (b) ( 36,474 ) ( 33,487 ) ( 31,265 ) ( 24,363 ) ( 37,906 ) ( 33,827 ) ( 197,322 )

Operating income (loss) $ 96,616 $ 15,192 $ 30,621 $ 58,495 $ 382 ($ 35,484 ) $ 165,822

Depreciation, depletion and amortization (c) 60,298 48,024 23,876 13,886 — 1,255 147,339

Non-cash cost of land and improved development (c) — — — 28,374 — — 28,374

Timber write-offs resulting from casualty events (d) — 729 — — — — 729

Gain associated with the multi-family apartment complex sale attributable to NCI (e) — — — ( 11,480 ) — — ( 11,480 )

Large Dispositions (f) — — — ( 16,606 ) — — ( 16,606 )

Adjusted EBITDA $ 156,914 $ 63,945 $ 54,497 $ 72,669 $ 382 ($ 34,229 ) $ 314,178

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income ($ 33,194 )

Depreciation, depletion and amortization (c) ( 147,339 )

Non-cash cost of land and improved development (c) ( 28,374 )

Non-operating expense ( 448 )

Timber write-offs resulting from casualty events (d) ( 729 )

Gain associated with the multi-family apartment complex sale attributable to NCI (e) 11,480

Large Dispositions (f) 16,606

Income Before Income Taxes $ 132,180

Income tax expense ( 9,389 )

Net Income $ 122,791

(a) Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development includes $ 30.5 million, $ 8.3 million, and $ 4.6 million, respectively from Large Dispositions.

(b) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(c) Excludes depreciation, depletion, and amortization and non-cash cost of land and improved development of $ 8.3 million and $ 4.6 million.

(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.

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.”

(e) The 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.

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

The year ended December 31, 2022 includes the sale of approximately 11,000 acres in Washington for $ 30.5 million.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

Gross Capital Expenditures

4 unchanged sentences

New Zealand Timber 17,686 16,663 18,455

Timber Funds (b) — — 3,271

Real Estate 323 302 285

8 unchanged sentences

(a) Excludes timberland acquisitions presented separately, in addition to real estate development investments of $ 25.8 million, $ 23.1 million and $ 13.7 million in the years ended December 31, 2024, 2023 and 2022, respectively.

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

Depreciation,

Depletion and Amortization

2023 2022 2021

Southern Timber $ 79,974 $ 60,298 $ 54,116

Pacific Northwest Timber 36,924 48,024 50,487

New Zealand Timber 21,666 23,876 27,005

Timber Funds (a) — — 97,943

Real Estate (b) 109,085 22,216 17,746

Corporate and other 1,712 1,255 1,208

Total $ 249,361 $ 155,669 $ 248,505

(a) The year ended December 31, 2021 includes $ 78.9 million of depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds.

Included in depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 66.4 million related to Fund II Timberland Dispositions.

The year ended December 31, 2021 also includes $ 16.6 million related to Fund II Timberland Dispositions attributable to Rayonier.

(b) The years ended December 31, 2023, 2022 and 2021 include $ 91.1 million, $ 8.3 million and $ 9.8 million, respectively, from Large Dispositions.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

Non-Cash Cost of Land and Improved Development

2023 2022 2021

Timber Funds (a) — — $ 20,239

Real Estate (b) 73,458 32,934 25,070

Total $ 73,458 $ 32,934 $ 45,309

(a) The year ended December 31, 2021 includes $ 20.2 million of non-cash cost of land and improved development from Fund II Timberland Dispositions, of which $ 16.2 million was attributable to noncontrolling interests in Timber Funds and $ 4.0 million was attributable to Rayonier.

(b) The years ended December 31, 2023, 2022 and 2021 include $ 43.7 million, $ 4.6 million and $ 0.1 million, respectively, from Large Dispositions.

Geographical Operating Information

22 unchanged sentences

Deferred revenue, non-current (c) 10,697 11,294 Long-term deferred revenue

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

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

(c) The increase in deferred revenue, non-current is primarily driven by a carbon capture and storage contract entered into in the first quarter of 2023.

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

(b) The increase in deferred revenue, current is primarily driven by the current portion of carbon capture and storage contracts entered into during 2024, partially offset by the satisfaction of post-closing obligations on real estate sales and the timing of advance payments on non-timber and stumpage contracts.

(c) The decrease in deferred revenue, non-current is primarily driven by a decrease in the non-current portion of carbon capture and storage contracts.

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

1 unchanged sentence

Revenue recognized from contract liability balance at the beginning of the year (a) $ 26,534 $ 21,187

(a) Revenue recognized was primarily from hunting licenses, the use of advances on pay-as-cut timber sales and the satisfaction of

post-closing obligations on real estate sales.

(a) Revenue recognized was primarily from hunting licenses, carbon capture and storage (“CCS”), the use of advances on pay-as-cut timber sales, and the satisfaction of post closing obligations on net real estate sales.

RAYONIER INC.

5 unchanged sentences

The following tables present our revenue from contracts with customers disaggregated by product type for the years ended December 31, 2024 , 2023 and 2022 :

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Elim.

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

December 31, 2024

4 unchanged sentences

License Revenue, primarily from Hunting 21,164 942 320 — — — 22,426

Other Non-Timber/Carbon Revenue 14,167 4,945 24,087 — — — — 43,199

Land Based Solutions (a) 14,518 50 — — — — 14,568

Other Non-Timber/Carbon Credit Revenue 15,314 4,595 22,962 — — — 42,871

Agency Fee Income — — — — 1,273 — 1,273

4 unchanged sentences

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

Deferred Revenue/Other (a) — — — — 12,516 — — 12,516

Conservation Easements — — — 1,101 — — 1,101

Deferred Revenue/Other (b) — — — 14,001 — — 14,001

Large Dispositions — — — 495,000 — — 495,000

10 unchanged sentences

License Revenue, primarily from Hunting 23,130 1,344 279 — — — 24,753

Other Non-Timber/Carbon Revenue 6,302 4,526 20,626 — — — — 31,454

Land Based Solutions (a) 3,989 1,355 — — — — 5,344

Other Non-Timber/Carbon Credit Revenue 10,383 3,590 24,087 — — — 38,060

Agency Fee Income — — — — 1,361 — 1,361

1 unchanged sentence

Improved Development — — — 30,707 — — 30,707

Unimproved Development — — — 114 — — 114

Rural — — — 99,665 — — 99,665

Timberland & Non-Strategic — — — 3,347 — — 3,347

Deferred Revenue/Other (a) — — — — ( 38 ) — — ( 38 )

Deferred Revenue/Other (b) — — — 12,516 — — 12,516

Large Dispositions — — — 242,200 — — 242,200

4 unchanged sentences

Total Revenue $ 264,128 $ 124,145 $ 235,481 $ 389,963 $ 43,684 ($ 468 ) $ 1,056,933

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

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

December 31, 2022

4 unchanged sentences

License Revenue, primarily from Hunting 21,135 1,069 341 — — — 22,545

Other Non-Timber/Carbon Revenue 6,505 4,927 675 439 — — — 12,546

Land Based Solutions (a) 1,067 7 — — — — 1,074

Other Non-Timber/Carbon Credit Revenue 5,387 4,526 20,626 — — — 30,539

Agency Fee Income — — — — 1,256 — 1,256

Fund II Timberland Dispositions — — — 156,752 — — — 156,752

Total Non-Timber Sales 27,589 5,602 20,967 — 1,256 — 55,414

Improved Development — — — 35,413 — — 35,413

Unimproved Development — — — — 37,500 — — 37,500

Rural — — — 59,485 — — 59,485

Timberland & Non-Strategic — — — 11,400 — — 11,400

Conservation Easements — — — — 3,855 — — 3,855

Deferred Revenue/Other (a) — — — — ( 3,532 ) — — ( 3,532 )

Deferred Revenue/Other (b) — — — ( 38 ) — — ( 38 )

Large Dispositions — — — 30,471 — — 30,471

4 unchanged sentences

Total Revenue $ 264,201 $ 162,237 $ 274,076 $ 138,008 $ 70,952 ($ 402 ) $ 909,072

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

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

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

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our timber sales disaggregated by contract type for the years ended December 31, 2023, 2022 and 2021:

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Trading Total

The following table presents our timber sales disaggregated by contract type for the years ended December 31, 2024, 2023 and 2022:

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Trading Total

December 31, 2024

30 unchanged sentences

$ 236,612 $ 156,635 $ 253,109 $ 69,294 $ 715,650

SIGNIFICANT CUSTOMERS

For the year ended December 31, 2024, we closed on four Large Disposition transactions for a total of $ 495.0 million, representing approximately 39 % of consolidated sales.

Individually, each large disposition represents 10% or more of consolidated sales.

For the year ended December 31, 2023, we closed on a 55,000 -acre Large Disposition to Manulife Investment Management on behalf of clients for $ 242.2 million, representing approximately 23 % of consolidated sales.

For the year ended December 31, 2022, no individual customer (or group of customers under common control) represented 10% or more of consolidated sales.

RAYONIER INC.

6 unchanged sentences

During 2024, we acquired approximately 7,000 acres of U.S.

timberland located in Florida and Georgia through three transactions for an aggregate value of $ 22.8 million, which were funded with cash on hand.

During 2023, we acquired approximately 4,000 acres of U.S.

timberland located in Florida, Georgia, Texas and Washington through six transactions for an aggregate value of $ 13.2 million, which were funded with cash on hand and like-kind exchange proceeds.

1 unchanged sentence

Additionally, during 2023, we acquired approximately 1,000 acres of leased timberland in New Zealand.

In December 2022, we completed the acquisitions of approximately 138,000 acres of high-quality commercial timberlands located in Texas, Georgia, Alabama, and Louisiana from Manulife Investment Management for approximately $ 454.5 million in the aggregate.

We funded the acquisitions with incremental borrowings, cash on hand, and like-kind exchange proceeds.

Additionally, in five transactions during 2022, we acquired approximately 2,000 acres of U.S.

timberland located in Alabama, Florida, Georgia and Washington for an aggregate value of $ 3.3 million, which were primarily funded from operating cash flow.

During 2022, we also acquired approximately 1,000 acres of timberland (including approximately 400 acres of leased land) in New Zealand for approximately $ 0.7 million.

These acquisitions were funded from operating cash flow.

The following table summarizes the timberland acquisitions for the years ended December 31, 2024 and 2023:

14 unchanged sentences

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

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

The following table sets forth the income attributable to the New Zealand subsidiary’s noncontrolling interests:

2023 2022 2021

Net income attributable to noncontrolling interests in the New Zealand subsidiary $ 2,145 $ 2,966 $ 7,696

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

The portions of the consolidated financial position and results of operations attributable to the New Zealand subsidiary’s 23 % noncontrolling interest are 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.

Ferncliff Investors

2 unchanged sentences

Ferncliff Management is the manager and 33.33 % owner of Ferncliff Investors, with the remaining ownership interest in Ferncliff Investors held by third-party investors.

Ferncliff Investors holds a 50 % interest in Bainbridge Landing LLC, the joint venture entity that owns and is developing the property.

During 2024, Bainbridge Landing LLC, a joint venture in which Ferncliff Investors held a 50 % interest, was dissolved.

All development and real estate sales activities related to the project was completed prior to the dissolution.

In 2022, Bainbridge Landing, LLC completed the planned sale of its multi-family apartment complex in Bainbridge Island, Washington for a purchase price of $ 65.5 million.

The equity income related to the apartment complex sale was $ 16.0 million, of which $ 4.5 million was attributable to Rayonier.

We recognized the gain on the sale in our Consolidated Statements of Income and Comprehensive Income under the caption “Other operating (expense) income, net.”

In 2024, Bainbridge Landing, LLC completed the sale of its remaining townhouse units.

The income related to the final property sales was $ 0.8 million, of which $ 0.3 million was attributable to Rayonier.

Income associated with the Bainbridge Landing, LLC joint venture has been recognized in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

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Net income attributable to noncontrolling interests in the Operating Partnership 4,834 2,905

Other comprehensive (loss) income attributable to noncontrolling interests in the operating partnership ( 1,069 ) 295

Other comprehensive loss attributable to noncontrolling interests in the Operating Partnership ( 803 ) ( 1,069 )

Distributions to noncontrolling interests in the Operating Partnership (a) ( 5,896 ) ( 3,452 )

Total noncontrolling interests in the Operating Partnership $ 51,843 $ 81,651

(a) The year ended December 31, 2023 includes an additional distribution of $ 0.20 per operating partnership unit.

The cash distribution amount of $ 0.5 million was payable on January 12, 2024, to holders of record on December 29, 2023.

(a) The year ended December 31, 2024 includes an additional distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units.

The distribution amount of $ 3.6 million was paid in cash and Redeemable Operating Partnership Units January 30, 2025, to holders of record on December 12, 2024.

The year ended December 31, 2023 includes an additional distribution of $ 0.20 per Redeemable Operating Partnership Unit.

The cash distribution amount of $ 0.5 million was paid January 12, 2024, to holders of record on December 29, 2023.

RAYONIER INC.

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by the weighted average number of common shares outstanding during the year.

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

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

The following table provides details of the calculations of basic and diluted earnings per common share of the Company for the three years ended December 31:

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Noncontrolling interests in Operating Partnership units 2,066,102 2,618,699 3,268,473

Contingently issuable shares and units from special dividend 827,150 — —

Denominator for diluted earnings per common share - adjusted weighted average shares 152,095,503 151,067,195 150,152,953

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

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

The following table provides details of the calculations of basic and diluted earnings per unit of the Operating Partnership for the three years ended December 31:

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Performance shares, restricted shares and restricted stock units 362,352 401,351 669,501

Contingently issuable shares and units from special dividend 827,150 — —

Denominator for diluted earnings per unit - adjusted weighted average units 152,095,503 151,067,195 150,152,953

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$ 450,000 $ 450,000

2015 Term Loan Facility borrowings due 2028 at a variable interest rate of 7.03 % at December 31, 2023

350,000 350,000

2021 Incremental Term Loan Facility borrowings due 2029 at a variable interest rate of 6.98 % at December 31, 2023

2015 Term Loan borrowings due 2028 at a variable interest rate of 6.15 % (a)

200,000 350,000

2016 Incremental Term Loan Facility borrowings due 2026 at a variable interest rate of 7.08 % at December 31, 2023

2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of 6.20 % (a)

200,000 200,000

2022 Incremental Term Loan Facility borrowings due 2027 at a variable interest rate of 7.03 % at December 31, 2023

2016 Incremental Term Loan borrowings due 2026 at a variable interest rate of 6.30 % (a)

200,000 200,000

New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64 %

2022 Incremental Term Loan borrowings due 2027

New Zealand subsidiary shareholder loan due 2026 at a fixed interest rate of 3.64 % (b)

22,683 25,453

New Zealand subsidiary noncontrolling interest shareholder loan due 2027 at a fixed interest rate of 6.48 %

New Zealand subsidiary shareholder loan due 2027 at a fixed interest rate of 6.48 % (b)

22,683 25,453

New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed interest rate of 2.95 %

New Zealand subsidiary shareholder loan due 2025 at a fixed interest rate of 2.95 % (b)

19,442 21,817

Total principal debt 1,114,808 1,372,723

Current maturities of long-term debt ( 19,442 ) —

Unamortized discounts ( 2,431 ) ( 2,772 )

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Total long-term debt $ 1,089,770 $ 1,365,773

(a) Reflects variable interest rates as of December 31, 2024 .

(b) 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.

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

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Our various term credit facilities issued through the Farm Credit System provide for annual patronage payments, which are profit distributions made by the cooperative to its member-users based on the quantity or value of business done with the member-user.

All of our term credit agreements are benchmarked to Daily Simple SOFR plus a credit spread adjustment.

While all of our term credit facilities provide for variable interest rates based on a spread over Daily Simple SOFR, we have entered into multiple interest rate swap agreements to fix all of our variable rate exposure.

For each credit

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

All of our term credit agreements are benchmarked to Daily Simple SOFR plus a credit spread adjustment.

For each credit facility described below, we provide our estimated effective interest rate after consideration of estimated patronage payments and interest rate swaps.

facility described below, we provide our estimated effective interest rate after consideration of estimated patronage payments and interest rate swaps.

2015 TERM LOAN AGREEMENT

In August 2015, we entered into a credit agreement with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions and other commercial banks to provide $ 550 million of credit facilities, including a nine-year $ 350 million term loan facility (“2015 Term Loan Facility”).

The periodic interest rate on the 2015 Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement.

As of December 31, 2023, the periodic interest rate on the 2015 Term Loan Facility was Daily Simple SOFR plus 1.6 % plus a credit spread adjustment of 0.1 %.

During the second half of 2024, we repaid $ 150 million of the principal balance on this loan.

In connection with the repayment, we recognized a loss on early extinguishment of debt of $ 0.2 million, representing the write-off of a proportional amount of the unamortized deferred financing costs.

The loss on early extinguishment of debt has been recorded in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest and other miscellaneous income, net.” The periodic interest rate on the 2015 Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement.

As of December 31, 2024, the periodic interest rate on the $ 200 million 2015 Term Loan Facility was Daily Simple SOFR plus 1.5 % plus a credit spread adjustment of 0.1 %.

Monthly payments of interest only are due on this loan through maturity.

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During the fourth quarter of 2023, we repaid $ 150 million of the principal balance on this loan.

The periodic interest rate on the 2022 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement.

As of December 31, 2023, the periodic interest rate on the $ 100 million 2022 Incremental Term Loan Facility was Daily Simple SOFR plus 1.6 % plus a credit spread adjustment of 0.1 %.

Monthly payments of interest only are due on this loan through maturity.

We estimate the effective interest rate on this term loan facility to be approximately 4.6 % after consideration of interest rate swaps and estimated patronage refunds.

For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities .

In December 2024, the remaining $ 100 million principal balance was repaid.

We recognized a loss on early extinguishment of debt of $ 0.2 million , representing the write-off of unamortized deferred financing costs.

The loss on early extinguishment of debt has been recognized in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest and other miscellaneous income, net.”

2016 INCREMENTAL TERM LOAN AGREEMENT

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REVOLVING CREDIT FACILITY

In December 2022, we amended the $ 300 million Revolving Credit Facility to convert the interest rate benchmark from LIBOR to Daily Simple SOFR plus a credit spread adjustment.

The periodic interest rate on the Revolving Credit Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement.

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See Note 23 — Other Assets for additional information about deferred financing costs related to revolving debt.

During the year ended December 31, 2023, we made no borrowings and repayments on our Revolving Credit Facility.

During the year ended December 31, 2024, we made no borrowings or repayments on our Revolving Credit Facility.

At December 31, 2024, we had available borrowings of $ 293.0 million, net of $ 7.0 million to secure our outstanding letters of credit.

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The capital distribution to the minority shareholder and its reinvestment in the shareholder loan results in the recording of a loan payable by the New Zealand subsidiary.

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

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

See Note 5 — Noncontrolling Interests for more information regarding the New Zealand subsidiary.

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DEBT COVENANTS

In connection with our Term Credit Agreement, 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.

In connection with our 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 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 December 31, 2024, are calculated on a trailing 12-month basis:

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Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 40 % 25 %

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

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, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others.

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

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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 December 31, 2023, foreign currency exchange contracts and foreign currency option contracts had maturity dates through November 2026.

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

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

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INTEREST RATE SWAPS

On December 27, 2024, we terminated and cash settled $ 100 million in notional value of our interest rate swaps, maturing in 2027, in connection with the repayment of $ 100 million outstanding under the 2022 Incremental Term Loan.

Upon termination of the swap, we received $ 0.9 million from our counterparty.

The termination resulted in a $ 1.6 million gain, which was recognized in earnings during the year ended December 31, 2024, within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest expense, net.” See Note 7 — Debt for additional information.

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

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

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

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

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

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

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

0.67 % 1.65 % 2.32 %

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

3.72 % 1.70 % 5.42 %

May 2021 (d) 7 years 200,000 2021 Incremental Term Loan 0.67 % 1.65 % 2.32 %

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.

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FORWARD-STARTING INTEREST RATE SWAPS

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

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

The following table contains information on the outstanding forward-starting interest rate swaps as of December 31, 2023:

Outstanding Forward-Starting Interest Rate Swaps (a)

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

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

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

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

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

The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021:

Location on Statement of Income and Comprehensive Income 2023 2022 2021

(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 7 — Debt for additional information.

The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022:

Location on Statement of Income and Comprehensive Income (Loss) 2024 2023 2022

Derivatives designated as cash flow hedges:

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Foreign currency option contracts ( 497 )

Interest rate products 22,454

Interest rate products (a) 16,414

Total estimated gain on derivatives contracts $ 13,155

(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.

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2024 and 2023:

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Cash and cash equivalents $ 323,158 $ 323,158 — $ 207,696 $ 207,696 —

Restricted cash (b) 678 678 — 1,152 1,152 —

Restricted cash, current (b) 19,366 19,366 — — — —

Restricted cash, non-current (b) 676 676 — 678 678 —

Current maturities of long-term debt (c) ( 19,442 ) — ( 19,936 ) — — —

Long-term debt (c) ( 1,089,770 ) — ( 1,031,649 ) ( 1,365,773 ) — ( 1,299,951 )

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Foreign currency exchange contracts — The fair value of foreign currency exchange contracts is determined by a mark-to-market valuation, which estimates fair value by discounting the difference between the contracted forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate.

Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing model.

Noncontrolling interests in the operating partnership — The fair value of noncontrolling interests in the operating partnership is determined based on the period-end closing price of Rayonier Inc.

common shares.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing model.

Noncontrolling interests in the Operating Partnership — The fair value of noncontrolling interests in the Operating Partnership is determined based on the period-end closing price of Rayonier Inc.

common shares.

At December 31, 2024, the future minimum payments under non-cancellable commitments were as follows:

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(b) Primarily consisting of payments expected to be made on our Wildlight and Heartwood development projects.

(c) Commitments include $ 8.4 million related to pension plan termination, payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations.

See Note 18 — Employee Benefit Plans for additional information on the pension plan termination.

(c) Commitments include payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations.

CONTINGENCIES

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Similarly, there are certain environmental laws that allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover damage for injuries to natural resources.

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 the owner’s property, regardless of culpability for the release.

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 December 31, 2024 are shown below:

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Expenditures charged to liabilities ( 12,082 )

Increase in liabilities (a) 1,421

Increase in liabilities 3,397

Total Balance at December 31, 2024

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Non-current portion at December 31, 2024

(a) The increase in liabilities reflects revised environmental and NRD cost estimates recorded during the year ended December 31, 2023.

We periodically examine whether the contingent liabilities related to the environmental matters described above are probable and reasonably estimable based on experience and ongoing developments in those matters, including continued study and analysis of ongoing remediation obligations.

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As a result of this analysis, we increased the accrual for environmental and NRD liabilities by $ 3.4 million, which are recorded on an undiscounted basis.

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

NRD c osts are subject to change as the scope of the restoration projects become more clearly defined.

It is reasonably possible that these components of the liability may increase as the project progresses.

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 the Port Gamble Bay, mill site and landfills will continue for an additional 15 to 20 years.

NRD costs are subject to change as the restoration projects progress.

It is reasonably possible that these components of the liability may increase as construction continues.

Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed.

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

The remaining letters of credit support various insurance related agreements.

The remaining letter of credit supports various insurance related agreements.

These letters of credit will expire at various dates during 2025 and will be renewed as required.

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Total inventory $ 32,341 $ 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 14 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.

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2024 2023 2022

(Loss) gain on foreign currency remeasurement, net of cash flow hedges ($ 8,458 ) ($ 5,251 ) $ 6,823

Gain (loss) on foreign currency remeasurement, net of cash flow hedges $ 1,270 ($ 8,458 ) ($ 5,251 )

Gain on sale or disposal of property, plant & equipment 13 37 40

Gain on investment in Timber Funds (a) — — 7,482

Log trading marketing fees — — 6

Equity income related to Bainbridge Landing LLC joint venture (b) — 15,477 102

Miscellaneous income (expense), net 115 ( 562 ) ( 404 )

Costs related to disposition initiatives (a) ( 1,597 ) — —

Restructuring charges (b) ( 1,139 ) — —

Equity income related to Bainbridge Landing LLC joint venture (c) 830 — 15,477

Miscellaneous (expense) income, net ( 654 ) 115 ( 562 )

($ 1,277 ) ($ 8,306 ) $ 9,704

(a) 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.

(b) 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.

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

See Note 5 — Noncontrolling Interests for additional information.

(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.

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

(c) See Note 5 — Noncontrolling Interests for additional information regarding income from our Bainbridge Landing LLC joint venture.

RAYONIER INC.

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EMPLOYEE BENEFIT PLANS

DEFINED 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 provided 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.

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

In lieu of the pension plan, we provide those employees with an enhanced 401(k) plan match similar to what is currently provided to employees hired after December 31, 2005.

In lieu of the pension plan, we provide those employees with an enhanced 401(k) plan match consistent with what is currently provided to employees hired after December 31, 2005.

Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions.

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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.

The settlement resulted in the recognition of a $ 2.0 million loss.

The loss was recognized in the “Interest and other miscellaneous income, net” line item of the Consolidated Statements of Income.

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

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

See Note 24 — Accumulated Other Comprehensive Income for additional information.

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 24 — Accumulated Other Comprehensive (Loss) Income for additional information.

RAYONIER INC.

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Interest cost 535 3,374 70 70

Actuarial loss (gain) 4,356 ( 22,376 ) 10 ( 513 )

Actuarial (gain) loss ( 5,046 ) 4,356 ( 145 ) 10

Benefits paid ( 742 ) ( 3,924 ) ( 15 ) ( 14 )

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Net accrued benefit cost — ($ 8,392 ) ($ 1,404 ) ($ 1,491 )

Amounts Recognized in the Consolidated

Balance Sheets Consist of:

Amounts Recognized in the Consolidated Balance Sheets

Current liabilities — ($ 8,392 ) ($ 57 ) ($ 52 )

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(Dollar amounts in thousands unless otherwise stated)

ACTUARIAL (GAIN) LOSS

Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows:

• Changes in participant demographics resulted in an actuarial loss of approximately $ 0.4 million.

• Changes in the discount rate resulted in an actuarial gain of approximately $ 0.2 million.

• Changes in plan assets during the fiscal year ending December 31, 2023 resulted in an investment gain of $ 2.9 million, which is due to the difference between the 4.97 % expected return compared to the actual return of 10.77 %.

• Liability adjustment of 5 % for in-pay participants and 20 % for not-in-pay participants resulted in an actuarial loss of approximately $ 4.2 million.

POSTRETIREMENT

The actuarial gains and losses contributing to the period change in the benefit obligation were not material.

OTHER COMPREHENSIVE INCOME

Net gains or losses recognized in other comprehensive (loss) income for the three years ended December 31 are as follows:

OTHER COMPREHENSIVE INCOME (LOSS)

Net gains or losses recognized in other comprehensive income (loss) for the three years ended December 31 are as follows:

Pension Postretirement

2024 2023 2022 2024 2023 2022

Net (losses) gains ($ 1,438 ) $ 362 $ 11,262 ($ 11 ) $ 512 $ 40

Net gains or losses reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows:

Net gains (losses) $ 5,106 ($ 1,438 ) $ 362 $ 145 ($ 11 ) $ 512

Net gains or losses reclassified from other comprehensive income (loss) and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows:

Pension Postretirement

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Net settlement loss 5,816 2,036 — — — —

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”)

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Net periodic benefit cost (credit) $ 5,810 $ 1,977 ($ 314 ) $ 73 $ 74 $ 73

The service cost component of our benefit expense is recorded within the operating expense line item “Selling and general expenses” within the Consolidated Statements of Income.

All other components of the benefit costs expense are included within the “Interest and other miscellaneous income, net” line item of the Consolidated Statements of Income.

The service cost component of our benefit expense is recorded within the operating expense line item “Selling and general expenses” within the Consolidated Statements of Income and Comprehensive Income (Loss).

All other components of the benefit costs expense are included within the “Interest and other miscellaneous income, net” line item of the Consolidated Statements of Income and Comprehensive Income (Loss).

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

VALUATION ASSUMPTIONS

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Assumptions used to determine benefit obligations at December 31:

Discount rate 4.99 % 4.96 % 2.65 % 4.81 % 5.01 % 2.75 %

Discount rate N/A 4.99 % 4.96 % 5.49 % 4.81 % 5.01 %

Assumptions used to determine net periodic benefit cost for years ended December 31:

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Expected long-term return on plan assets 4.97 % 4.97 % 4.97 % — — —

DISCOUNT RATE

At December 31, 2023, the pension plan’s weighted average discount rate was 4.99 %.

The discount rate for the defined benefit pension plan is derived from the Financial Times Stock Exchange (FTSE) Above Median AA Yield Curve, which serves as a proxy for interest rates used by annuity providers.

The discount rate for the unfunded plan was based on the single effective interest rate that produced the same present value as that produced by the Plan’s expected benefit payments when discounted using the Internal Revenue Code Section 417(e) segment rates applicable for lump sum payments in 2024.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

EXPECTED LONG-TERM RETURN ON PLAN ASSETS

In 2023, the expected return on plan assets was 4.97 %, which is based on historical returns on current asset allocations and expected returns using the Black-Litterman method.

INVESTMENT OF PLAN ASSETS

Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the pension plans’ investment program, which is designed to maximize returns and provide sufficient liquidity to meet plan obligations while maintaining acceptable risk levels.

The investment approach emphasizes diversification by allocating the plans’ assets among asset categories and selecting investment managers whose various investment methodologies will be minimally correlative with each other.

In 2020, we transitioned to a liability-driven investment (“LDI”) strategy.

An LDI strategy focuses on maintaining a close to fully-funded status over the long-term with minimal funded status risk.

This is achieved by investing more of the plan assets in fixed income instruments to more closely match the duration of the plan liability.

The investment allocation to fixed income instruments will increase as the plans' funded status increases.

Investment target allocation percentages for equity securities can range up to 80 percent.

Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversaw the pension plans’ investment program, which was designed to maximize returns and provide sufficient liquidity to meet plan obligations while maintaining acceptable risk levels.

The investment approach emphasized diversification by allocating the plans’ assets among asset categories and selecting investment managers whose various investment methodologies would be minimally correlative with each other.

Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2024 and 2023 are as follows:

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Real estate fund — 1 %

Total 100 % 100 %

Total (a) — 100 %

(a) As of December 31, 2024 all plan assets were distributed as part of the previously discussed plan settlements.

Investments within the equity categories may include large capitalization, small capitalization and emerging market securities.

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however, the unit price calculation is based on observable market inputs of the funds’ underlying assets.

The following table sets forth the net asset value of the plan assets as of December 31, 2023 or 2022:

December 31, 2023 December 31, 2022

Asset Category

Investments at Net Asset Value:

Separate Investment Accounts $ 54,750 $ 62,843

Total Investments at Net Asset Value $ 54,750 $ 62,843

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

The following table sets forth the net asset value of the plan assets as of December 31, 2024 or 2023:

Asset Category December 31, 2024 December 31, 2023

Investments at Net Asset Value:

Separate Investment Accounts (a) — $ 54,750

Total Investments at Net Asset Value — $ 54,750

(a) As of December 31, 2024 all plan assets were distributed as part of the previously discussed plan settlements.

Our expected benefit payments to be made for the next 10 years are as follows:

Benefits (a) Postretirement

2024 $ 63,142 $ 52

Benefits Postretirement

2030-2034 — 440

(a) Reflects the expected settlement of the Defined Benefit Plan and Excess Benefit Plan in 2024.

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

The Defined Benefit Plan will be settled upon completion of the purchase of annuity contracts.

The settlement is expected to be completed by the end of June 30, 2024.

The Excess Benefit Plan will be settled entirely with lump sum payments upon termination with expected cash contributions in 2024 of approximately $ 1.2 million.

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

DEFINED CONTRIBUTION PLANS

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The Stock Plan allows for the cash settlement of the required withholding tax on share or unit awards.

A summary of our stock-based compensation cost is presented below:

A summary of our stock-based incentive compensation cost is presented below:

2024 2023 2022

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Timber and Timberlands, net (a) 332 306 363

Total stock-based compensation $ 14,002 $ 12,356 $ 9,277

Tax benefit recognized related to stock-based compensation expense (b) $ 677 $ 603 $ 487

Total stock-based incentive compensation $ 14,232 $ 14,002 $ 12,356

Tax benefit recognized related to stock-based incentive compensation expense (b) $ 695 $ 677 $ 603

(a) Represents amounts capitalized as part of the overhead allocation of timber-related costs.

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The fair value of each share granted is equal to the share price of the Company’s stock on the date of grant.

We have elected to value each grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest vesting date.

We have elected to value each grant in total and recognize the expense on a straight-line basis over the requisite service period, which is the vesting period from the grant date of the award to the latest vesting date or is based on retirement eligibility.

As permitted, we do not estimate a forfeiture rate for non-vested shares.

Accordingly, unexpected forfeitures will lower stock-based compensation during the period in which they occur.

Accordingly, unexpected forfeitures will lower stock-based incentive compensation during the period in which they occur.

As of December 31, 2024, there was $ 6.5 million of unrecognized compensation cost attributable to our restricted stock units.

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Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted stock units vested 2,186 1,665 1,063

(a) Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2023.

(a) Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2024, 2023 and 2022.

Shares Weighted

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2024 2023 2022

Restricted shares granted 36,403 22,800 22,140

Weighted average price of restricted shares granted $ 30.22 $ 38.60 $ 37.36

Restricted stock granted 32,928 36,403 22,800

Weighted average price of restricted stock granted $ 30.37 $ 30.22 $ 38.60

Intrinsic value of restricted stock outstanding (a) — $ 66 $ 620

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Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested 20 208 708

(a) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023.

(a) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023 and 2022.

Shares Weighted

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Date Fair Value

Non-vested Restricted Shares at January 1, 18,808 $ 31.58

Non-vested Restricted Stock at January 1, 1,973 $ 24.01

Granted 32,928 30.37

Vested ( 34,901 ) 30.01

Non-vested Restricted Shares at December 31, 1,973 $ 24.01

Non-vested Restricted Stock at December 31, — —

RAYONIER INC.

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The performance share payout is based on a market condition, and as such, the awards are valued using a Monte Carlo simulation model.

The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the vesting period.

The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the requisite service period, which is the vesting period from the grant date of the award to the latest vesting date or is based on retirement eligibility.

Additionally, we do not estimate a forfeiture rate for non-vested units.

As such, unexpected forfeitures will lower stock-based compensation during the period in which they occur.

As such, unexpected forfeitures will lower stock-based incentive compensation during the period in which they occur.

As of December 31, 2024, there was $ 4.4 million of unrecognized compensation cost related to our performance share unit awards, which is attributable to awards granted in 2022, 2023 and 2024.

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Cash used to purchase common shares from current and former employees to pay withholding tax requirements on performance shares vested 1,975 2,342 2,454

(a) Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2023.

(a) Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2024, 2023 and 2022.

of Units Weighted

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Matariki Group and Rayonier New Zealand Ltd ( 6,556 ) ( 1.7 ) ( 3,681 ) ( 2.0 ) ( 5,038 ) ( 3.8 )

Cellulosic Biofuel Producer tax credit ( 10,814 ) ( 2.9 ) — — — —

Change in valuation allowance 2,271 0.6 ( 9,574 ) ( 5.2 ) ( 3,939 ) ( 3.0 )

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Foreign income tax withholding ( 1,517 ) ( 0.4 ) ( 1,148 ) ( 0.6 ) ( 1,239 ) ( 0.9 )

Sale of Timber Funds — — — — ( 2,399 ) ( 1.1 )

State Income Tax, Net of Federal Benefit 833 0.2 1,322 0.7 1,424 1.1

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Income tax expense as reported for net income ($ 7,050 ) ( 1.9 ) % ($ 5,122 ) ( 2.8 ) % ($ 9,389 ) ( 7.1 ) %

The Company’s effective tax rate is below the 21 percent U.S.

The Company’s effective tax rate is below the 21 % U.S.

statutory rate primarily due to tax benefits associated with being a REIT.

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Gross deferred tax liabilities:

Accelerated depreciation — ( 9 )

New Zealand subsidiary ( 79,766 ) ( 89,899 )

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taxable REIT subsidiary's deferred tax assets, net of deferred tax liabilities.

During 2023, the net deferred tax assets increased by $ 9.6 million.

During 2024, the net deferred tax assets decreased by $ 2.3 million.

As a result, we recorded a change in the valuation allowance of $ 2.3 million related to the U.S.

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Capital gain 100 % 100 % 100 %

(a) The year ended December 31, 2023 includes an additional cash dividend of $ 0.20 per common share.

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

This additional cash dividend will be considered a 2023 distribution for federal income tax purposes.

(a) The year ended December 31, 2024 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

The dividend was paid January 30, 2025, to shareholders of record on December 12, 2024.

This additional dividend will be considered a 2024 distribution for federal income tax purposes.

The year ended December 31, 2023 includes an additional cash dividend of $ 0.20 per common share.

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

This additional cash dividend was considered a 2023 distribution for federal income tax purposes.

RESTRICTED CASH

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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 two years ended December 31:

Restricted cash:

Restricted cash, current:

Restricted cash deposited with LKE intermediary $ 19,366 —

Total restricted cash, current:

Restricted cash, non-current:

Restricted cash deposited with LKE intermediary — 2

Restricted cash held in escrow 676 676

Total restricted cash, non-current:

Total restricted cash shown in the Consolidated Balance Sheets 20,042 678

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Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 343,200 $ 208,374

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 the next 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9.

As of December 31, 2023 and December 31, 2022, the basis in properties meeting this classification was $ 9.9 million and $ 0.7 million, respectively.

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

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

ASSETS HELD FOR SALE

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

As of December 31, 2024 and December 31, 2023, the basis in properties meeting this classification was $ 5.4 million and $ 9.9 million, respectively.

We recognized an immaterial impairment charge related to these assets during the year ended December 31, 2024.

Impairment charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

The following table provides the composition of Other Assets for the two years ended December 31:

Long-term derivative contracts (a) $ 50,376 $ 55,336

Long-term prepaid and secondary roads (b) 9,974 11,348

Patronage equity (b) 9,340 8,292

Long-term notes receivable (b) 7,400 —

Goodwill (b) 6,970 7,822

New Zealand long-term secondary roads (b) 5,995 6,971

Equity investments (c) 6,252 5,947

Capitalized software costs (b) 4,866 5,427

Pacific Northwest long-term prepaid roads (b) 5,354 5,857

Rabbi trusts related to the Executive Severance Pay Plan (d) 1,962 1,869

Deferred financing costs related to revolving debt (b) 604 854

Carbon credits (e) 419 1,086

Long-term prepaid stumpage 260 713

Long-term deposits 135 212

Carbon credits (d) 4,187 419

Other (e) 2,761 2,964

Total $ 102,126 $ 97,555

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(c) Represents the cost basis in four joint venture entities by our New Zealand subsidiary, reflecting investments made for the establishment and enhancement of timber assets which the joint ventures will monetize upon maturation of the timber.

(d) The Executive Severance Pay Plan provides benefits to eligible executives in the event of a change in control of the Company.

(e) See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits.

(d) See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits.

(e) Includes the Executive Severance Pay Plan which provides benefits to eligible executives in the event of a change in control of the Company, deferred financing costs related to revolving debt, long-term prepaid stumpage and long term deposits.

Changes in goodwill for the years ended December 31, 2024 and 2023 were:

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(Dollar amounts in thousands unless otherwise stated)

ACCUMULATED OTHER COMPREHENSIVE INCOME

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table summarizes the changes in AOCI by component for the years ended December 31, 2024 and 2023.

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

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

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

Allocation of Operating Partnership Total Rayonier Inc.

Balance as of December 31, 2022

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

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

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Balance as of December 31, 2023

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

Other comprehensive (loss) income before reclassifications ( 31,616 ) — 13,713 (a) 5,251 ( 12,652 ) 163 ( 12,489 )

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

Amounts reclassified from accumulated other comprehensive (loss) income — — ( 27,826 ) 4,595 (b) ( 23,231 ) 640 ( 22,591 )

Net other comprehensive (loss) income ( 31,616 ) — ( 14,113 ) 9,846 ( 35,883 ) 803 ( 35,080 )

Balance as of December 31, 2024

($ 51,149 ) $ 1,321 $ 41,733 $ 230 ($ 7,865 ) ($ 2,564 ) ($ 10,429 )

(a) The years ended December 31, 2024 and December 31, 2023 include $ 21.8 million and $ 10.3 million, respectively, of other comprehensive income related to interest rate products.

See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.

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

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

The year ended December 31, 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.

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

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

Realized loss (gain) on foreign currency exchange contracts $ 7,522 ($ 7,682 ) Other operating (expense) income, net

Realized loss on foreign currency option contracts 446 — Other operating (expense) income, net

Noncontrolling interest ( 1,833 ) 1,768 Comprehensive income attributable to noncontrolling interests

Realized (gain) loss on interest rate contracts ( 26,311 ) 2,459 Interest expense

Income tax effect from net (loss) gain on foreign currency contracts ( 1,719 ) 1,656 Income tax expense

Net gain on cash flow hedges reclassified from accumulated other comprehensive income ($ 21,895 ) ($ 1,799 )

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

Realized loss on foreign currency exchange contracts $ 1,104 $ 7,522 Other operating (expense) income, net

Realized (gain) loss on foreign currency option contracts ( 58 ) 446 Other operating (expense) income, net

Noncontrolling interests ( 241 ) ( 1,833 ) Comprehensive income attributable to noncontrolling interests

Realized gain on interest rate contracts ( 28,406 ) ( 26,311 ) Interest expense, net

Income tax effect from net loss on foreign currency contracts ( 225 ) ( 1,719 ) Income tax expense

Net gain on cash flow hedges reclassified from accumulated other comprehensive (loss) income ($ 27,826 ) ($ 21,895 )

RAYONIER INC.

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Following this development, the Mattamy Contract and the ongoing obligations therein, were reviewed by the Nominating and Corporate Governance Committee in accordance with established policies and procedures regarding the authorization and approval of transactions with related parties.

The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated Statements of Income and Comprehensive Income for the three years ended December 31:

Related Party Transaction Location on Statement of Income and Comprehensive Income 2023 2022 2021

Mattamy Contract Sales (a) — $ 916 $ 2,656

(a) The year ended December 31, 2021 excludes approximately $ 0.3 million of cash received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees.

The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three years ended December 31:

Related Party Transaction Location on Statement of Income and Comprehensive Income (Loss) 2024 2023 2022

Mattamy Contract Sales — — $ 916

All consideration due under this contract was received from Mattamy Homes as of December 31, 2022.

There were no new agreements entered into with Mattamy Homes during the year ended December 31, 2023.

There were no new agreements entered into with Mattamy Homes during the years ended December 31, 2023 and December 31, 2024.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data