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Item 1. Financial Statements

2025-05-02 compared with 2024-11-08 · 567 added, 744 removed, 699 unchanged (65% of the section changed)

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

SALES ( NOTE 4 )

3 unchanged sentences

Selling and general expenses ( 16,692 ) ( 18,980 )

Other operating expense, net ( Note 14 )

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

Other operating (expense) income, net ( Note 15 )

( 82,863 ) ( 105,072 )

1 unchanged sentence

Interest expense, net ( 6,394 ) ( 8,948 )

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

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

Interest income 2,876 1,895

Other miscellaneous expense, net ( 1,842 ) ( 7,080 )

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 5,301 ) ( 5,501 )

Income tax (expense) benefit ( Note 16 )

( 35 ) ( 547 ) 297 ( 1,777 )

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

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

LOSS FROM CONTINUING OPERATIONS ( 5,592 ) ( 4,510 )

DISCONTINUED OPERATIONS, NET ( NOTE 2 )

Income from discontinued operations, net of tax 2,507 6,816

NET (LOSS) INCOME ( 3,085 ) 2,306

Net loss (income) attributable to noncontrolling interests in the Operating Partnership 46 ( 20 )

Net income attributable to noncontrolling interests in consolidated affiliates ( 385 ) ( 929 )

NET INCOME ATTRIBUTABLE TO RAYONIER INC.

28,758 19,237 32,018 46,561

OTHER COMPREHENSIVE INCOME (LOSS)

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

NET (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC.

( 3,424 ) 1,357

OTHER COMPREHENSIVE (LOSS) INCOME, RELATING TO CONTINUING OPERATIONS

Cash flow hedges, net of income tax effect of $ 0 and $ 0

1 unchanged sentence

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

139 2 9,701 4

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

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

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

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

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO DISCONTINUED OPERATIONS

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

3,633 ( 16,951 )

EARNINGS PER COMMON SHARE ( NOTE 5 )

Basic earnings per share attributable to Rayonier Inc.

Cash flow hedges, net of income tax effect of $ 665 and $ 1,866

1,711 ( 4,797 )

Diluted earnings per share attributable to Rayonier Inc.

Total other comprehensive loss ( 3,416 ) ( 4,423 )

COMPREHENSIVE LOSS ( 6,501 ) ( 2,117 )

Comprehensive loss attributable to noncontrolling interests in the Operating Partnership 98 17

Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 897 ) 947

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER INC.

($ 7,300 ) ($ 1,153 )

(LOSS) EARNINGS PER COMMON SHARE ( NOTE 6 )

BASIC (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Continuing Operations ($ 0.04 ) ($ 0.03 )

Discontinued Operations $ 0.01 $ 0.04

Net Income ($ 0.02 ) $ 0.01

DILUTED (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Continuing Operations ($ 0.04 ) ($ 0.03 )

Discontinued Operations $ 0.01 $ 0.04

Net Income ($ 0.02 ) $ 0.01

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

CURRENT ASSETS

Cash and cash equivalents $ 216,242 $ 303,065

Restricted cash, current ( Note 18 )

Trade receivables, less allowance for doubtful accounts of $ 217 and $ 401

37,155 28,652

Other receivables 6,790 13,267

2 unchanged sentences

Prepaid expenses 9,869 9,566

Assets held for sale ( Note 19 )

106,165 9,932

Assets held for sale (excluding discontinued operations) ( Note 19 )

Other current assets 54 53

Current assets of discontinued operations ( Note 2 )

483,353 47,320

Total current assets 767,388 436,893

11 unchanged sentences

Total property, plant and equipment, net 17,734 17,432

RESTRICTED CASH ( NOTE 18 )

RESTRICTED CASH, NON-CURRENT ( NOTE 18 )

RIGHT-OF-USE ASSETS 18,042 18,588

OTHER ASSETS 67,535 78,276

NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )

TOTAL ASSETS $ 3,351,353 $ 3,474,419

2 unchanged sentences

Accounts payable $ 11,399 $ 16,914

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

Accrued taxes 3,490 1,840

1 unchanged sentence

Accrued interest 7,671 5,228

Pension and other postretirement benefits ( Note 15 )

Dividend and distribution payable — 271,815

1 unchanged sentence

Other current liabilities 8,114 9,359

Current liabilities of discontinued operations ( Note 2 )

227,991 47,335

Total current liabilities 282,814 388,710

1 unchanged sentence

1,044,635 1,044,410

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

LONG-TERM LEASE LIABILITY 15,318 16,260

1 unchanged sentence

OTHER NON-CURRENT LIABILITIES 12,767 11,125

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )

CONTINGENCIES ( NOTE 10 )

5 unchanged sentences

Retained earnings 204,180 257,254

Accumulated other comprehensive income ( Note 17 )

Accumulated other comprehensive loss ( Note 17 )

( 14,304 ) ( 10,429 )

12 unchanged sentences

Earnings Accumulated

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

Balance, January 1, 2025 148,536,643 $ 1,522,487 $ 257,254 ($ 10,429 ) $ 11,221 $ 1,780,533

Net income — — 1,377 — 929 2,306

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 20 ) — — ( 20 )

Net (loss) income — — ( 3,470 ) — 385 ( 3,085 )

Net loss attributable to noncontrolling interests in the Operating Partnership — — 46 — — 46

Dividends ($ 0.2725 per share) (a)

— — ( 42,686 ) — — ( 42,686 )

Issuance of common shares from special dividend (b) 7,560,983 200,454 — — — 200,454

Issuance of shares under incentive stock plans 5,566 — — — — —

Stock-based incentive compensation — 2,281 — — — 2,281

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

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 1,420 ) ( 38 ) — — — ( 38 )

Repurchase of common shares made under repurchase program ( 95,000 ) — ( 2,623 ) — — ( 2,623 )

Adjustment of noncontrolling interests in the Operating Partnership — — ( 4,341 ) — — ( 4,341 )

6 unchanged sentences

Balance, March 31, 2025 156,007,772 $ 1,725,212 $ 204,180 ($ 14,304 ) $ 10,207 $ 1,925,295

Net income — — 1,929 — 1,106 3,035

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 26 ) — — ( 26 )

Dividends ($ 0.285 per share) (a)

— — ( 42,517 ) — — ( 42,517 )

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

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

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

Adjustment of noncontrolling interests in the Operating Partnership — — 8,093 — — 8,093

Conversion of units into common shares 63,708 1,915 — — — 1,915

Foreign currency translation adjustment — — — 5,728 286 6,014

Cash flow hedges — — — ( 330 ) 528 198

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 19 ) — ( 19 )

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 2,047 ) ( 2,047 )

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

RAYONIER INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(Dollars in thousands, except share data)

Common Shares Retained

Earnings Accumulated

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

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

Net income — — 29,149 — 1,293 30,442

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

Dividends ($ 0.285 per share) (a)

— — ( 42,433 ) — — ( 42,433 )

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

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

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

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

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

Pension and postretirement benefit plans — — — 139 — 139

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

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

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

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

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

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

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

(b) Reflects the issuance of shares related to the Company’s special dividend of $ 1.80 per common share, paid on January 30, 2025, to shareholders of record as of December 12, 2024.

This dividend comprised a combination of cash and the Company’s common shares.

RAYONIER INC.

7 unchanged sentences

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

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

Net income — — 1,377 — 929 2,306

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 20 ) — — ( 20 )

1 unchanged sentence

— — ( 42,777 ) — — ( 42,777 )

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

400 ( 10 ) — — — ( 10 )

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

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

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

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 924 ) ( 31 ) — — — ( 31 )

Adjustment of noncontrolling interests in the Operating Partnership — — ( 291 ) — — ( 291 )

4 unchanged sentences

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 265 — 265

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

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

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

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 318 ) — — ( 318 )

Dividends ($ 0.285 per share) (a)

— — ( 42,279 ) — — ( 42,279 )

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

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

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

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

Adjustment of noncontrolling interests in the Operating Partnership — — 4,296 — — 4,296

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

Pension and postretirement benefit plans — — — 2 — 2

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

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

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 58 ) — ( 58 )

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

RAYONIER INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(Dollars in thousands, except share data)

Common Shares Retained

Earnings Accumulated

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

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

Net income — — 19,557 — 3,183 22,740

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 320 ) — — ( 320 )

Dividends ($ 0.285 per share) (a)

— — ( 42,460 ) — — ( 42,460 )

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

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

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

Adjustment of noncontrolling interests in the Operating Partnership — — 6,890 — — 6,890

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

Pension and postretirement benefit plans — — — 2 — 2

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

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

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 36 ) — ( 36 )

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

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

5 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

Net income $ 35,783 $ 49,274

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization 106,663 114,281

Net (loss) income ($ 3,085 ) $ 2,306

Adjustments to reconcile net (loss) income to cash provided by operating activities:

Depreciation, depletion and amortization from continuing operations 23,493 33,063

Depreciation, depletion and amortization from discontinued operations 4,334 4,020

Non-cash cost of land and improved development 2,399 2,953

2 unchanged sentences

Pension settlement charge — 5,673

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

Other 8,754 1,899

6 unchanged sentences

INVESTING ACTIVITIES

Capital expenditures ( 53,166 ) ( 53,128 )

Capital expenditures from continuing operations ( 12,023 ) ( 15,260 )

Capital expenditures from discontinued operations ( 2,654 ) ( 3,608 )

Real estate development investments ( 4,087 ) ( 5,483 )

Purchase of timberlands ( 3,637 ) ( 13,988 )

Other ( 2,674 ) 302

1 unchanged sentence

FINANCING ACTIVITIES

Repayment of debt ( 60,000 ) —

Dividends paid on common shares (a) ( 110,442 ) ( 72,258 )

Distributions to noncontrolling interests in the Operating Partnership (b) ( 1,463 ) ( 1,085 )

Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs — ( 82 )

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 38 ) ( 31 )

Repurchase of common shares made under repurchase program ( 2,623 ) —

Distributions to noncontrolling interests in consolidated affiliates ( 1,911 ) ( 1,713 )

3 unchanged sentences

Change in cash, cash equivalents and restricted cash ( 110,188 ) ( 47,794 )

Balance, beginning of year 208,374 115,407

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

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

Balance from continuing operations, beginning of year 323,107 180,362

Balance from discontinued operations, beginning of year 20,093 28,012

Total Balance, beginning of year $ 343,200 $ 208,374

Balance from continuing operations, end of period 216,919 142,784

Balance from discontinued operations, end of period 16,093 17,796

Total Balance, end of period $ 233,012 $ 160,580

(a) The three months ended March 31, 2025 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

The cash portion of $ 67.8 million was paid on January 30, 2025 to shareholders of record on December 12, 2024.

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

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

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

(b) The three months ended March 31, 2025 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 cash portion of $ 0.9 million was paid on January 30, 2025, to holders of record on December 12, 2024.

The three months ended March 31, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

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

Nine Months Ended September 30,

Three Months Ended March 31,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period:

Cash (received) paid during the period:

Interest (a) ($ 1,882 ) $ 800

Income taxes 5,493 4,651

Non-cash investing activity:

Income taxes (b) 3,117 1,845

Non-cash investing and financing activity:

Capital assets purchased on account 3,798 7,330

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

Issuance of common shares from special dividend 200,454 —

Issuance of Redeemable Operating Partnership Units from special distribution 2,681 —

(a) Interest (received) paid includes patronage paymen ts receive d of $ 7.7 million a n d $ 8.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K.

Interest (received) paid for the three months ended March 31, 2025 and March 31, 2024 includes $ 0.7 million and $ 0.8 million, respectively, from discontinued operations.

(b) Income taxes for the three months ended March 31, 2025 and March 31, 2024 includes $ 2.9 million and $ 1.6 million, respectively, from discontinued operations.

See Notes to Consolidated Financial Statements.

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

SALES ( NOTE 4 )

3 unchanged sentences

Selling and general expenses ( 16,692 ) ( 18,980 )

Other operating expense, net ( Note 14 )

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

Other operating (expense) income, net ( Note 15 )

( 82,863 ) ( 105,072 )

1 unchanged sentence

Interest expense, net ( 6,394 ) ( 8,948 )

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

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

Interest income 2,876 1,895

Other miscellaneous expense, net ( 1,842 ) ( 7,080 )

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 5,301 ) ( 5,501 )

Income tax (expense) benefit ( Note 16 )

( 35 ) ( 547 ) 297 ( 1,777 )

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

LOSS FROM CONTINUING OPERATIONS ( 5,592 ) ( 4,510 )

DISCONTINUED OPERATIONS, NET ( NOTE 2 )

Income from discontinued operations, net of tax 2,507 6,816

NET (LOSS) INCOME ( 3,085 ) 2,306

Net income attributable to noncontrolling interests in consolidated affiliates ( 385 ) ( 929 )

NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.

NET (LOSS) INCOME ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS ( 3,470 ) 1,377

NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

NET (LOSS) INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

Limited Partners ( 3,435 ) 1,363

General Partners ( 35 ) 14

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

OTHER COMPREHENSIVE INCOME (LOSS)

Net (loss) income attributable to unitholders ( 3,470 ) 1,377

OTHER COMPREHENSIVE (LOSS) INCOME, RELATING TO CONTINUING OPERATIONS

Cash flow hedges, net of income tax effect of $ 0 and $ 0

( 8,758 ) 7,763

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

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO DISCONTINUED OPERATIONS

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

2 unchanged sentences

1,711 ( 4,797 )

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

139 2 9,701 4

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

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

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

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.

Total other comprehensive loss ( 3,416 ) ( 4,423 )

COMPREHENSIVE LOSS ( 6,501 ) ( 2,117 )

Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 897 ) 947

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS ($ 7,398 ) ($ 1,170 )

EARNINGS PER UNIT ( NOTE 5 )

Basic earnings per unit attributable to Rayonier, L.P.

$ 0.19 $ 0.13 $ 0.22 $ 0.31

Diluted earnings per unit attributable to Rayonier, L.P.

$ 0.19 $ 0.13 $ 0.21 $ 0.31

(LOSS) EARNINGS PER UNIT ( NOTE 6 )

BASIC (LOSS) EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

Continuing Operations ($ 0.04 ) ($ 0.03 )

Discontinued Operations $ 0.01 $ 0.04

Net Income ($ 0.02 ) $ 0.01

DILUTED (LOSS) EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

Continuing Operations ($ 0.04 ) ($ 0.03 )

Discontinued Operations $ 0.01 $ 0.04

Net Income ($ 0.02 ) $ 0.01

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

CURRENT ASSETS

Cash and cash equivalents $ 216,242 $ 303,065

Restricted cash, current ( Note 18 )

Trade receivables, less allowance for doubtful accounts of $ 217 and $ 401

37,155 28,652

Other receivables 6,790 13,267

2 unchanged sentences

Prepaid expenses 9,869 9,566

Assets held for sale ( Note 19 )

106,165 9,932

Assets held for sale (excluding discontinued operations) ( Note 19 )

Other current assets 54 53

Current assets of discontinued operations ( Note 2 )

483,353 47,320

Total current assets 767,388 436,893

11 unchanged sentences

Total property, plant and equipment, net 17,734 17,432

RESTRICTED CASH ( NOTE 18 )

RESTRICTED CASH, NON-CURRENT ( NOTE 18 )

RIGHT-OF-USE ASSETS 18,042 18,588

OTHER ASSETS 67,535 78,276

NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )

TOTAL ASSETS $ 3,351,353 $ 3,474,419

2 unchanged sentences

Accounts payable $ 11,399 $ 16,914

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

Accrued taxes 3,490 1,840

1 unchanged sentence

Accrued interest 7,671 5,228

Pension and other postretirement benefits ( Note 15 )

Distribution payable — 271,815

1 unchanged sentence

Other current liabilities 8,114 9,359

Current liabilities of discontinued operations ( Note 2 )

227,991 47,335

Total current liabilities 282,814 388,710

1 unchanged sentence

1,044,635 1,044,410

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

LONG-TERM LEASE LIABILITY 15,318 16,260

1 unchanged sentence

OTHER NON-CURRENT LIABILITIES 12,767 11,125

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )

CONTINGENCIES ( NOTE 10 )

3 unchanged sentences

Limited partners’ capital 1,907,612 1,759,405

Accumulated other comprehensive income ( Note 17 )

Accumulated other comprehensive loss ( Note 17 )

( 11,793 ) ( 7,865 )

10 unchanged sentences

Units Accumulated

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Total Capital

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

Balance, January 1, 2025 $ 17,772 $ 1,759,405 ($ 7,865 ) $ 11,221 $ 1,780,533

Net income 14 1,363 — 929 2,306

Net (loss) income ( 35 ) ( 3,435 ) — 385 ( 3,085 )

Distributions on units ($ 0.2725 per unit)

( 432 ) ( 42,822 ) — — ( 43,254 )

Issuance of units from special distribution (a) 2,031 201,104 — — 203,135

Stock-based incentive compensation 23 2,258 — — 2,281

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

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1 ) ( 37 ) — — ( 38 )

Repurchase of units made under repurchase program ( 26 ) ( 2,597 ) — — ( 2,623 )

Adjustment of Redeemable Operating Partnership Units ( 63 ) ( 6,292 ) — — ( 6,355 )

5 unchanged sentences

Balance, March 31, 2025 $ 19,269 $ 1,907,612 ($ 11,793 ) $ 10,207 $ 1,925,295

Net income 19 1,910 — 1,106 3,035

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,665 ) — — ( 43,095 )

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

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

Adjustment of Redeemable Operating Partnership Units 86 8,540 — — 8,626

Conversion of units into common shares 19 1,896 — — 1,915

Foreign currency translation adjustment — — 5,728 286 6,014

Cash flow hedges — — ( 330 ) 528 198

Distributions to noncontrolling interests in consolidated affiliates — — — ( 2,047 ) ( 2,047 )

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

Net income 291 28,858 — 1,293 30,442

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,531 ) — — ( 42,961 )

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

Repurchase of units — ( 5 ) — — ( 5 )

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

Conversion of units into common shares 6 637 — — 643

Pension and postretirement benefit plans — — 139 — 139

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

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

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

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

(a) Reflects the issuance of units related to the Company’s special distribution of $ 1.80 per unit, paid on January 30, 2025, to holders of record as of December 12, 2024.

This distribution comprised a combination of cash and units.

Units Accumulated

2 unchanged sentences

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

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

Distributions on units ($ 0.285 per unit)

( 431 ) ( 42,602 ) — — ( 43,033 )

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

— ( 10 ) — — ( 10 )

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

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

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

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

Pension and postretirement benefit plans — — 1 — 1

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

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

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

Net income (loss) 193 19,148 — ( 245 ) 19,096

Distributions on units ($ 0.285 per unit)

( 429 ) ( 42,555 ) — — ( 42,984 )

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

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

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

Adjustment of Redeemable Operating Partnership Units 46 4,579 — — 4,625

Conversion of units into common shares 3 301 — — 304

Pension and postretirement benefit plans — — 2 — 2

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

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

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

Net income 14 1,363 — 929 2,306

2 unchanged sentences

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

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

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1 ) ( 30 ) — — ( 31 )

Adjustment of Redeemable Operating Partnership Units 6 545 — — 551

3 unchanged sentences

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

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

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

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

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

Net income $ 35,783 $ 49,274

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization 106,663 114,281

Net (loss) income ($ 3,085 ) $ 2,306

Adjustments to reconcile net (loss) income to cash provided by operating activities:

Depreciation, depletion and amortization from continuing operations 23,493 33,063

Depreciation, depletion and amortization from discontinued operations 4,334 4,020

Non-cash cost of land and improved development 2,399 2,953

2 unchanged sentences

Pension settlement charge — 5,673

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

Other 8,754 1,899

6 unchanged sentences

INVESTING ACTIVITIES

Capital expenditures ( 53,166 ) ( 53,128 )

Capital expenditures from continuing operations ( 12,023 ) ( 15,260 )

Capital expenditures from discontinued operations ( 2,654 ) ( 3,608 )

Real estate development investments ( 4,087 ) ( 5,483 )

Purchase of timberlands ( 3,637 ) ( 13,988 )

Other ( 2,674 ) 302

1 unchanged sentence

FINANCING ACTIVITIES

Repayment of debt ( 60,000 ) —

Distributions on units (a) ( 111,905 ) ( 73,343 )

Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs — ( 82 )

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 38 ) ( 31 )

Repurchase of units made under repurchase program ( 2,623 ) —

Distributions to noncontrolling interests in consolidated affiliates ( 1,911 ) ( 1,713 )

3 unchanged sentences

Change in cash, cash equivalents and restricted cash ( 110,188 ) ( 47,794 )

Balance, beginning of year 208,374 115,407

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

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

Balance from continuing operations, beginning of year 323,107 180,362

Balance from discontinued operations, beginning of year 20,093 28,012

Total Balance, beginning of year $ 343,200 $ 208,374

Balance from continuing operations, end of period 216,919 142,784

Balance from discontinued operations, end of period 16,093 17,796

Total Balance, end of period $ 233,012 $ 160,580

(a) The three months ended March 31, 2025 includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units.

The cash portion of $ 68.7 million was paid on January 30, 2025, to holders of record on December 12, 2024.

The three months ended March 31, 2024 includes an additional cash distribution of $ 0.20 per unit, totaling $ 30.2 million.

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

Nine Months Ended September 30,

Three Months Ended March 31,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period:

Cash (received) paid during the period:

Interest (a) ($ 1,882 ) $ 800

Income taxes 5,493 4,651

Non-cash investing activity:

Income taxes (b) 3,117 1,845

Non-cash investing and financing activity:

Capital assets purchased on account 3,798 7,330

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

Issuance of units from special distribution 203,135 —

(a) Interest (received) paid includes patronage payments received of $ 7.7 million and $ 8.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K.

Interest (received) paid for the three months ended March 31, 2025 and March 31, 2024 includes $ 0.7 million and $ 0.8 million, respectively, from discontinued operations.

(b) Income taxes for the three months ended March 31, 2025 and March 31, 2024 includes $ 2.9 million and $ 1.6 million, respectively, from discontinued operations.

See Notes to Consolidated Financial Statements.

14 unchanged sentences

These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC (the “2024 Form 10-K”).

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

As of March 31, 2025, the Company owned a 98.7 % interest in the Operating Partnership, with the remaining 1.3 % interest owned by limited partners of the Operating Partnership.

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

2 unchanged sentences

For a full description of our other significant accounting policies, see Note 1 — Summary of Significant Accounting Policies in our 2024 Form 10-K.

RECLASSIFICATIONS

Certain 2024 amounts have been reclassified to align with the current presentation, including reclassifications for discontinued operations.

In March 2025, we entered into a purchase and sale agreement to divest our entire 77 % interest in our New Zealand operations.

Accordingly, New Zealand’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income for all periods presented.

Our New Zealand assets and liabilities are presented separately as Assets Held for Sale in our Consolidated Balance Sheets for all periods presented.

The Consolidated Statements of Cash Flows for both 2025 and 2024 have not been restated to exclude the New Zealand operation’s cash flows.

Unless otherwise specified, all amounts and disclosures within these Notes to Condensed Consolidated Financial Statements pertain to the Company’s continuing operations.

See Not e 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture.

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

In November 2024, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

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

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

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

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

Disaggregation of Income Statement Expenses.

This ASU requires additional disclosures about certain costs and expenses within the notes to the financial statements.

Subsequently 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, which clarifies the adoption timeline .

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The guidance allows for either prospective or retrospective application.

We are currently evaluating the impact of adopting this new guidance on our 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.

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.

In November 2024, the FASB issued ASU No.

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

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

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

Early adoption is permitted.

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

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

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

Improvements to Income Tax Disclosures.

This ASU enhances annual income tax disclosures, primarily affecting the rate reconciliation and income taxes paid reconciliation.

The pronouncement is effective for annual periods beginning after December 15, 2024, and requires prospective application, although early adoption and retrospective application are permitted.

We do not anticipate this disclosure-only ASU will impact our consolidated financial statements.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

SUBSEQUENT EVENTS

Completed Timberland Dispositions

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

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

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

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

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

Debt Repayment

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

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

See Note 6 — Debt for additional information.

During April, the Company repurchased another 404,041 shares at an average price of $ 24.75 per share, or $ 10.0 million in total.

As of April 30, the Company had $ 287.4 million remaining on its current share repurchase authorization.

DISCONTINUED OPERATIONS

On March 9, 2025, Rayonier entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which Rayonier has agreed to sell its entire 77 % interest in its New Zealand operations for $ 710 million, subject to net debt, working capital, and other adjustments.

The transaction is expected to close in 2025, subject to the receipt of regulatory approvals and the satisfaction of other closing conditions.

We will not have a continuing involvement in the operations of New Zealand following the close of the sale.

Accordingly, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, Trading and Corporate segments are classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

The following table summarizes the results of our New Zealand operations for the three months ended March 31, 2025 and 2024, as presented in “Income from discontinued operations, net of tax” in the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended March 31,

Sales $ 56,760 $ 54,392

Costs and Expenses

Cost of sales ( 50,589 ) ( 47,057 )

Other operating (expense) income, net (a) ( 1,622 ) 243

( 52,211 ) ( 46,814 )

Operating income from discontinued operations 4,549 7,578

Interest expense, net ( 728 ) ( 796 )

Interest income 98 193

Income from discontinued operations before income taxes 3,919 6,975

Income tax expense ( 1,412 ) ( 159 )

Income from discontinued operations, net of tax 2,507 6,816

Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership ( 28 ) ( 85 )

Net income from discontinued operations attributable to noncontrolling interests in consolidated affiliates ( 385 ) ( 939 )

Net income from discontinued operations attributable to Rayonier Inc.

$ 2,094 $ 5,792

(a) The three months ended March 31, 2025 includes $ 0.2 million of transaction costs which include legal, advisory, and other due diligence costs.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The major classes of the New Zealand operation’s assets and liabilities are as follows:

March 31, 2025 December 31, 2024

CURRENT ASSETS

Cash and cash equivalents 16,093 $ 20,093

Trade receivables, less allowance for doubtful accounts of $ 0 and $ 0

18,634 18,935

Inventory 3,030 1,462

Prepaid expenses 6,107 6,206

Other current assets 205 624

Total current assets 44,069 47,320

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 342,899 339,724

PROPERTY, PLANT AND EQUIPMENT

Buildings 1,732 1,707

Machinery and equipment 173 171

Total property, plant and equipment, gross 1,905 1,878

Less — accumulated depreciation ( 980 ) ( 935 )

Total property, plant and equipment, net 925 943

RIGHT-OF-USE ASSETS 71,128 64,082

OTHER ASSETS 24,332 23,850

TOTAL ASSETS $ 483,353 $ 475,919

CURRENT LIABILITIES

Accounts payable 12,074 $ 9,145

Current maturities of long-term debt, net 19,722 19,442

Accrued taxes 649 2,399

Accrued payroll and benefits 1,215 793

Other current liabilities 15,668 15,556

Total current liabilities 49,328 47,335

LONG-TERM DEBT, NET 46,015 45,360

LONG-TERM LEASE LIABILITY 67,055 60,038

OTHER NON-CURRENT LIABILITIES 65,593 65,443

TOTAL LIABILITIES $ 227,991 $ 218,176

The following table summarizes the depreciation, depletion and amortization and capital expenditures of the Company’s discontinued operations related to the New Zealand operations:

Three Months Ended March 31,

Depreciation, depletion and amortization $ 4,334 $ 4,020

Capital expenditures 2,654 3,608

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

SEGMENT AND GEOGRAPHICAL INFORMATION

As of March 31, 2025, Rayonier operated in four reportable segments:

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

Prior to the first quarter of 2025, we operated in five reportable business segments, which included New Zealand Timber.

On March 9, 2025, we entered into a purchase and sale agreement to sell our entire 77 % interest in the New Zealand joint venture and as a result, the New Zealand operations are shown as discontinued operations for all periods presented.

See Note 2 — Discontinued Operations for additional information.

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

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

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 (Loss) is equal to segment income.

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

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

The following tables summarize the segment information for the three and nine months ended September 30, 2024 and 2023:

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

Our chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates segment operating performance 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 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, income from discontinued operations, restructuring charges and Large Dispositions.

We believe that Operating income (loss), 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 (loss) as determined in accordance with U.S.

Operating income (loss) 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

(Dollar amounts in thousands unless otherwise stated)

The following tables summarize the segment information for the three months ended March 31, 2025 and 2024:

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

March 31, 2025

Sales $ 50,944 $ 21,404 $ 10,167 $ 407 — $ 82,922

Southern Timber $ 62,019 $ 63,973 $ 191,322 $ 204,125

Pacific Northwest Timber 27,248 29,325 76,723 96,061

New Zealand Timber 66,774 70,435 166,256 175,438

Real Estate 30,061 31,175 76,596 79,492

Trading 8,979 6,782 26,035 34,767

Intersegment Eliminations (a) ( 88 ) ( 111 ) ( 232 ) ( 357 )

Total $ 194,993 $ 201,579 $ 536,700 $ 589,526

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

Costs and Expenses

Cut & haul costs ( 12,521 ) ( 9,340 ) — — — ( 21,861 )

Port / freight costs — ( 14 ) — ( 4 ) — ( 18 )

Depreciation, depletion and amortization ( 16,899 ) ( 5,606 ) ( 564 ) — ( 424 ) ( 23,493 )

Non-cash cost of land and improved development — — ( 2,399 ) — — ( 2,399 )

Other costs and expenses (a) ( 11,374 ) ( 5,696 ) ( 8,154 ) ( 857 ) ( 9,011 ) ( 35,092 )

Operating income (loss) $ 10,150 $ 748 ($ 950 ) ($ 454 ) ($ 9,435 ) $ 59

Restructuring charges (b) — — — — 1,110 1,110

Depreciation, depletion and amortization 16,899 5,606 564 — 424 23,493

Non-cash cost of land and improved development — — 2,399 — — 2,399

Adjusted EBITDA $ 27,049 $ 6,354 $ 2,013 ($ 454 ) ($ 7,901 ) $ 27,061

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income ($ 3,518 )

Depreciation, depletion and amortization ( 23,493 )

Non-cash cost of land and improved development ( 2,399 )

Non-operating expense ( 1,842 )

Restructuring charges (b) ( 1,110 )

Loss from Continuing Operations Before Income Taxes ($ 5,301 )

Income tax expense ( 291 )

Loss from Continuing Operations ($ 5,592 )

Income from discontinued operations, net of tax 2,507

Net Loss ($ 3,085 )

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

(b) 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.”

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

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

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

March 31, 2024

Sales $ 69,978 $ 25,192 $ 15,564 $ 2,970 — $ 113,704

Costs and Expenses

Cut & haul costs ( 13,398 ) ( 10,837 ) — — — ( 24,235 )

Port / freight costs ( 1,216 ) ( 1,239 ) — ( 1,327 ) — ( 3,782 )

Depreciation, depletion and amortization ( 21,796 ) ( 9,075 ) ( 1,749 ) — ( 443 ) ( 33,063 )

Non-cash cost of land and improved development — — ( 2,953 ) — — ( 2,953 )

Other costs and expenses (a) ( 10,563 ) ( 8,401 ) ( 10,990 ) ( 1,639 ) ( 9,446 ) ( 41,039 )

Operating income (loss) $ 23,005 ($ 4,360 ) ($ 128 ) $ 4 ($ 9,889 ) $ 8,632

Southern Timber $ 19,821 $ 18,634 $ 59,919 $ 62,565

Pacific Northwest Timber 847 ( 557 ) ( 4,980 ) ( 6,475 )

New Zealand Timber (a) 8,936 17,555 19,284 19,265

Real Estate 8,632 9,187 14,284 18,720

Trading ( 117 ) ( 52 ) 60 356

Corporate and Other (b) ( 10,513 ) ( 9,411 ) ( 32,310 ) ( 28,350 )

Total Operating Income 27,606 35,356 56,257 66,081

Unallocated interest expense and other (c) 2,871 ( 12,069 ) ( 20,771 ) ( 15,030 )

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

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

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

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

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

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

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

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

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

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

Depreciation, depletion and amortization 21,796 9,075 1,749 — 443 33,063

Non-cash cost of land and improved development — — 2,953 — — 2,953

Adjusted EBITDA $ 44,801 $ 4,715 $ 4,574 $ 4 ($ 9,446 ) $ 44,648

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income ($ 7,054 )

Depreciation, depletion and amortization ( 33,063 )

Non-cash cost of land and improved development ( 2,953 )

Non-operating expense ( 7,079 )

Loss from Continuing Operations Before Income Taxes ($ 5,501 )

Income tax benefit 991

Loss from Continuing Operations ($ 4,510 )

Income from discontinued operations, net of tax 6,816

Net Income $ 2,306

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

Three Months Ended March 31,

Capital Expenditures

Southern Timber $ 9,615 $ 11,003

Pacific Northwest Timber 2,366 4,119

New Zealand Timber 5,632 5,952 14,454 16,335

Real Estate 42 79

Corporate and other — 59

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

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

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

Real Estate $ 9,845 $ 6,586 $ 19,217 $ 20,189

Total $ 9,845 $ 6,586 $ 19,217 $ 20,189

Total Capital Expenditures $ 12,023 $ 15,260

RAYONIER INC.

6 unchanged sentences

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

Unsatisfied performance obligations as of September 30, 2024 are primarily due to advances on stumpage contracts, unearned license revenue, unearned carbon capture and storage revenue and post-closing obligations on real estate sales.

Unsatisfied performance obligations as of March 31, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue.

Of these performance obligations, $ 17.7 million is expected to be recognized within the next twelve months , with the remaining $ 12.4 million expected to be recognized thereafter as we satisfy our performance obligations.

2 unchanged sentences

The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred revenue (contract liabilities) on the Consolidated Balance Sheets.

Trade receivables are recorded when we have an unconditional right to consideration for completed performance under the contract.

Contract liabilities relate to payments received in advance of performance under the contract.

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

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

September 30, 2024 December 31, 2023 Balance Sheet Location

Trade receivables are recorded when we have an unconditional right to consideration for completed performance under a contract.

Contract liabilities relate to payments received in advance of performance under a contract.

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

The following table contains contract balances recorded in the Consolidated Balance Sheets at March 31, 2025 and December 31, 2024:

March 31, 2025 December 31, 2024 Balance Sheet Location

Contract assets

Trade receivables, net (a) $ 37,155 $ 28,652 Trade receivables

Trade receivables, net $ 10,414 $ 8,006 Trade receivables

Contract liabilities

Deferred revenue, current (b) 29,570 19,012 Deferred revenue

Deferred revenue, non-current (c) 14,070 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 increase in deferred revenue, current is driven by the timing of renewals of hunting contracts and 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.

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

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

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

2024 2023 2024 2023

Revenue recognized from contract liability balance at the beginning of the year (a) $ 2,122 $ 2,216 $ 20,377 $ 19,950

(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 real estate sales.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

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

September 30, 2024

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

Sawtimber 21,034 24,378 49,571 — 8,253 — 103,236

Hardwood 1,136 — — — — — 1,136

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

License Revenue, Primarily from Hunting 5,348 290 96 — — — 5,734

Land-Based Solutions (a) 2,767 10 — — — — 2,777

Other Non-Timber/Carbon Credit Revenue 8,552 1,252 8,800 — — — 18,604

Agency Fee Income — — — — 280 — 280

Total Non-Timber Sales 16,667 1,552 8,896 — 280 — 27,395

Improved Development — — — 11,999 — — 11,999

Rural — — — 13,766 — — 13,766

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

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

Total Real Estate Sales — — — 29,606 — — 29,606

Revenue from Contracts with Customers 62,019 27,248 66,774 29,606 8,891 — 194,538

Lease Revenue — — — 455 — — 455

Intersegment — — — — 88 ( 88 ) —

Total Revenue $ 62,019 $ 27,248 $ 66,774 $ 30,061 $ 8,979 ($ 88 ) $ 194,993

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

September 30, 2023

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

Sawtimber 27,274 26,401 48,356 — 5,954 — 107,985

Hardwood 1,343 — — — — — 1,343

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

License Revenue, Primarily from Hunting 7,133 439 90 — — — 7,662

Land-Based Solutions (a) 1,041 8 — — — — 1,049

Other Non-Timber/Carbon Credit Revenue 1,668 1,037 15,482 — — — 18,187

Agency Fee Income — — — — 270 — 270

Total Non-Timber Sales 9,842 1,484 15,572 — 270 — 27,168

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

Unimproved Development — — — 114 — — 114

Rural — — — 20,461 — — 20,461

Timberland & Non-Strategic — — — 1,055 — — 1,055

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

Total Real Estate Sales — — — 30,731 — — 30,731

Revenue from Contracts with Customers 63,973 29,325 70,435 30,731 6,671 — 201,135

Lease Revenue — — — 444 — — 444

Intersegment — — — — 111 ( 111 ) —

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

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

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

Deferred revenue, current 17,732 20,902 Deferred revenue

Deferred revenue, non-current 12,354 10,697 Long-term deferred revenue

The following table summarizes revenue recognized during the three months ended March 31, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:

Three Months Ended March 31,

Revenue recognized from contract liability balance at the beginning of the year $ 9,089 $ 10,235

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

September 30, 2024

The following tables present our revenue from contracts with customers disaggregated by product type for the three months ended March 31, 2025 and 2024:

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Total

March 31, 2025

Pulpwood $ 19,798 $ 1,265 — — $ 21,063

4 unchanged sentences

Land-Based Solutions (a) 2,755 30 — — 2,785

Other Non-Timber/Carbon Credit Revenue 12,236 3,354 16,835 — — — 32,425

Agency Fee Income — — — — 906 — 906

Other Non-Timber Revenue 1,062 912 — — 1,974

Total Non-Timber Sales 9,052 1,033 — — 10,085

1 unchanged sentence

Rural — — 5,274 — 5,274

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

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

Deferred Revenue/Other (b) — — 1,290 — 1,290

2 unchanged sentences

Lease Revenue — — 309 — 309

Intersegment — — — — 232 ( 232 ) —

Total Revenue $ 50,944 $ 21,404 $ 10,167 $ 407 $ 82,922

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

September 30, 2023

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Total

March 31, 2024

Pulpwood $ 25,931 $ 1,551 — — $ 27,482

4 unchanged sentences

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

Other Non-Timber/Carbon Credit Revenue 8,757 2,615 16,405 — — — 27,777

Agency Fee Income — — — — 952 — 952

Other Non-Timber Revenue 2,127 869 — — 2,996

Total Non-Timber Sales 9,112 964 — — 10,076

Improved Development — — 1,825 — 1,825

Unimproved Development — — — 114 — — 114

Rural — — 8,728 — 8,728

4 unchanged sentences

Lease Revenue — — 289 — 289

Intersegment — — — — 357 ( 357 ) —

Total Revenue $ 69,978 $ 25,192 $ 15,564 $ 2,970 $ 113,704

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

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

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

September 30, 2024

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

Stumpage Lump Sum — 3,846 — — 3,846

Total Stumpage 20,907 3,846 — — 24,753

Delivered Wood (Domestic) 23,733 20,612 15,872 477 60,694

Delivered Wood (Export) 712 1,238 42,006 8,134 52,090

Total Delivered 24,445 21,850 57,878 8,611 112,784

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

September 30, 2023

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

Stumpage Lump Sum — 969 — — 969

Total Stumpage 25,454 969 — — 26,423

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

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

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

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

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

(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)

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

September 30, 2024

The following tables present our timber sales disaggregated by contract type for the three months ended March 31, 2025 and 2024:

Three Months Ended Southern Timber Pacific Northwest Timber Trading Total

March 31, 2025

Stumpage Pay-as-Cut $ 17,982 — — $ 17,982

5 unchanged sentences

Total Timber Sales $ 41,892 $ 20,371 $ 407 $ 62,670

September 30, 2023

March 31, 2024

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

Stumpage Lump Sum — 1,981 — 1,981

387 1,592 — — 1,979

Total Stumpage 33,530 1,984 — 35,514

Delivered Wood (Domestic) 25,113 19,559 7 44,679

81,757 80,249 39,419 501 201,926

Delivered Wood (Export) 2,223 2,685 2,963 7,871

6,416 9,480 119,402 32,957 168,255

Total Delivered 27,336 22,244 2,970 52,550

Total Timber Sales $ 60,866 $ 24,228 $ 2,970 $ 88,064

$ 174,984 $ 91,321 $ 158,821 $ 33,458 $ 458,584

RAYONIER INC.

10 unchanged sentences

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

As of March 31, 2025, the New Zealand subsidiary is classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

See Note 2 — Discontinued Operations for additional information.

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Beginning noncontrolling interests in the Operating Partnership

1 unchanged sentence

Adjustment of noncontrolling interests in the Operating Partnership

6,476 ( 6,890 ) ( 1,325 ) ( 8,810 )

Issuance of Redeemable Operating Partnership Units (a) 2,681 —

Conversions of Redeemable Operating Partnership Units to common shares

( 28 ) ( 11,511 )

Net income attributable to noncontrolling interests in the Operating Partnership

391 320 437 811

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

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

Other comprehensive loss attributable to noncontrolling interests in the Operating Partnership

( 53 ) ( 265 )

3 unchanged sentences

$ 58,170 $ 69,589

(a) Reflects the issuance of Redeemable Operating Partnership Units related to the Company’s special distribution of $ 1.80 per Operating Partnership unit, paid on January 30, 2025, to holders of record as of December 12, 2024.

This distribution comprised a combination of cash and Redeemable Operating Partnership Units.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

EARNINGS PER SHARE AND PER UNIT

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

(LOSS) EARNINGS PER SHARE AND PER UNIT

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

by the weighted average number of common shares outstanding.

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

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

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

Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests (“NCI”) 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 calculation of basic (loss) earnings per common share of the Company:

Three Months Ended March 31,

Basic (loss) earnings per common share

Net loss from continuing operations ($ 5,592 ) ($ 4,510 )

Net loss from continuing operations attributable to NCI in the Operating Partnership 74 65

Net loss from continuing operations attributable to NCI in consolidated affiliates — 10

Net loss from continuing operations attributable to Rayonier Inc.

($ 5,518 ) ($ 4,435 )

Earnings per common share - basic

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

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

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

Net income attributable to Rayonier Inc.

Net income from discontinued operations, net of tax 2,507 6,816

Net income from discontinued operations attributable to NCI in the Operating Partnership ( 28 ) ( 85 )

Net income from discontinued operations attributable to NCI in consolidated affiliates ( 385 ) ( 939 )

Net income from discontinued operations attributable to Rayonier Inc.

$ 2,094 $ 5,792

Denominator for basic earnings per common share - weighted average shares 148,984,534 148,274,209 148,821,306 147,959,983

Basic earnings per common share attributable to Rayonier Inc.:

Net (loss) income ($ 3,085 ) $ 2,306

Net loss (income) attributable to NCI in the Operating Partnership 46 ( 20 )

Net income attributable to NCI in consolidated affiliates ( 385 ) ( 929 )

Net (loss) income attributable to Rayonier Inc.

($ 3,424 ) $ 1,357

Earnings per common share - diluted

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

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

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

Denominator for basic earnings per common share - weighted average shares 153,677,854 148,567,375

Dilutive effect of:

Stock options — — 55 629

Performance shares, restricted shares and restricted stock units 281,407 299,613 403,444 394,006

Noncontrolling interests in Operating Partnership units 2,027,053 2,462,431 2,088,013 2,676,911

Denominator for diluted earnings per common share - adjusted weighted average shares 151,292,994 151,036,253 151,312,818 151,031,529

Diluted earnings per common share attributable to Rayonier Inc.:

$ 0.19 $ 0.13 $ 0.21 $ 0.31

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

2024 2023 2024 2023

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

Stock options, performance shares, restricted shares and restricted stock units 149,609 164,521 149,446 156,835

Basic (loss) earnings per common share attributable to Rayonier Inc.:

Continuing operations ($ 0.04 ) ($ 0.03 )

Discontinued operations $ 0.01 $ 0.04

Basic (loss) earnings per common share ($ 0.02 ) $ 0.01

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

The following table provides details of the calculation of diluted (loss) earnings per common share of the Company:

Three Months Ended March 31,

Diluted (loss) earnings per common share

Net loss from continuing operations ($ 5,592 ) ($ 4,510 )

Net loss from continuing operations attributable to NCI in the Operating Partnership (a) 74 65

Net loss from continuing operations attributable to NCI in consolidated affiliates — 10

Net loss from continuing operations attributable to Rayonier Inc.

used for determining diluted loss per common share ($ 5,518 ) ($ 4,435 )

Net income from discontinued operations, net of tax 2,507 6,816

Net income from discontinued operations attributable to NCI in the Operating Partnership (a) ( 28 ) ( 85 )

Net income from discontinued operations attributable to NCI in consolidated affiliates ( 385 ) ( 939 )

Net income from discontinued operations attributable to Rayonier Inc.

used for determining diluted earnings per common share $ 2,094 $ 5,792

Net (loss) income ( 3,085 ) 2,306

Net loss (income) attributable to NCI in the Operating Partnership (a) 46 ( 20 )

Net income attributable to NCI in consolidated affiliates ( 385 ) ( 929 )

Net (loss) income attributable to Rayonier Inc.

used for determining diluted (loss) earnings per common share ($ 3,424 ) $ 1,357

Denominator for diluted earnings per common share - weighted average shares (b) 153,677,854 148,567,375

Diluted (loss) earnings per common share attributable to Rayonier Inc.:

Continuing operations ($ 0.04 ) ($ 0.03 )

Discontinued operations $ 0.01 $ 0.04

Diluted (loss) earnings per common share ($ 0.02 ) $ 0.01

Three Months Ended March 31,

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

Stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units, and contingently issuable shares and units from special dividend (b) 5,019,873 2,902,249

(a) For the quarters ended March 31, 2025 and 2024, net (loss) income attributable to NCI in the Operating Partnership was included in the numerator for diluted (loss) earnings attributable to Rayonier Inc.

due to a loss from continuing operations.

(b) For the quarters ended March 31, 2025 and 2024, the effect of anti-dilutive securities related to stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units from the special dividend were not included in the denominator of calculating diluted loss (earnings) per share due to a loss from continuing operations.

Also, as a result of the net loss from continuing operations attributable to Rayonier Inc.

during the three months ended March 31, 2025 and 2024, the incremental shares related to noncontrolling interests in Operating Partnership units were excluded from the denominator of diluted loss per share.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

by the weighted average number of units outstanding.

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

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

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

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

2024 2023 2024 2023

Earnings per unit - basic

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

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

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

Denominator for basic earnings per unit - weighted average units 151,011,587 150,736,640 150,909,319 150,636,894

Basic earnings per unit attributable to Rayonier, L.P.:

$ 0.19 $ 0.13 $ 0.22 $ 0.31

Earnings per unit - diluted

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

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

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

The following table provides details of the calculations of basic (loss) earnings per unit of the Operating Partnership:

Three Months Ended March 31,

Basic (loss) earnings per unit

Net loss from continuing operations ($ 5,592 ) ($ 4,510 )

Net loss from continuing operations attributable to NCI in consolidated affiliates — 10

Net loss from continuing operations available to unitholders ($ 5,592 ) ($ 4,500 )

Net income from discontinued operations, net of tax $ 2,507 $ 6,816

Net income from discontinued operations attributable to NCI in consolidated affiliates ( 385 ) ( 939 )

Net income from discontinued operations available to unitholders $ 2,122 $ 5,877

Net (loss) income ($ 3,085 ) $ 2,306

Net income attributable to NCI in consolidated affiliates ( 385 ) ( 929 )

Net (loss) income available to unitholders ($ 3,470 ) $ 1,377

Denominator for basic earnings per unit - weighted average units 155,731,594 150,745,614

Dilutive effect of unit equivalents:

Stock options — — 55 629

Performance shares, restricted shares and restricted stock units 281,407 299,613 403,444 394,006

Denominator for diluted earnings per unit - adjusted weighted average units 151,292,994 151,036,253 151,312,818 151,031,529

Diluted earnings per unit attributable to Rayonier, L.P.:

$ 0.19 $ 0.13 $ 0.21 $ 0.31

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

2024 2023 2024 2023

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

Stock options, performance shares, restricted shares and restricted stock units 149,609 164,521 149,446 156,835

Basic (loss) earnings per unit attributable to Rayonier, L.P.:

Continuing operations ($ 0.04 ) ($ 0.03 )

Discontinued operations $ 0.01 $ 0.04

Basic (loss) earnings per unit ($ 0.02 ) $ 0.01

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

September 30, 2024

The following table provides details of the calculations of diluted (loss) earnings per unit of the Operating Partnership:

Three Months Ended March 31,

Diluted (loss) earnings per unit

Net loss from continuing operations ($ 5,592 ) ($ 4,510 )

Net loss from continuing operations attributable to NCI in consolidated affiliates — 10

Net loss from continuing operations available to unitholders ($ 5,592 ) ($ 4,500 )

Net income from discontinued operations, net of tax $ 2,507 $ 6,816

Net income from discontinued operations attributable to NCI in consolidated affiliates ( 385 ) ( 939 )

Net income from discontinued operations available to unitholders $ 2,122 $ 5,877

Net (loss) income ($ 3,085 ) $ 2,306

Net income attributable to NCI in consolidated affiliates ( 385 ) ( 929 )

Net (loss) income available to unitholders ($ 3,470 ) $ 1,377

Denominator for diluted earnings per unit - weighted average units (a) 155,731,594 150,745,614

Diluted (loss) earnings per unit attributable to Rayonier, L.P.:

Continuing operations ($ 0.04 ) ($ 0.03 )

Discontinued operations $ 0.01 $ 0.04

Diluted (loss) earnings per unit ($ 0.02 ) $ 0.01

Three Months Ended March 31,

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

Stock options, performance shares, restricted shares, restricted stock units, and contingently issuable shares and units from special dividend (a) 2,966,133 724,010

(a) For the quarters ended March 31, 2025 and March 31, 2024, the effect of anti-dilutive securities related to stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units from the special dividend were not included in the denominator of calculating diluted loss (earnings) per unit due to a loss from continuing operations.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Our debt consisted of the following at March 31, 2025:

March 31, 2025

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

2 unchanged sentences

2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of 5.98 %

2022 Incremental Term Loan borrowings due 2027 at a variable interest rate of 6.95 %

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

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

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

Total principal debt 1,050,000

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

Unamortized discounts ( 2,343 )

1 unchanged sentence

Total long-term debt $ 1,044,635

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

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

The following table contains information on the outstanding variable rate debt as of March 31, 2025:

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

2 unchanged sentences

2021 Incremental Term Loan Daily Simple SOFR + 1.65 %

(a) Includes credit spread adjustment of 0.1 %.

1 unchanged sentence

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

2026 $ 200,000

Thereafter 450,000

Total Debt $ 1,050,000

2025 DEBT ACTIVITY

During the three months ended March 31, 2025, we made no borrowings or repayments on our Revolving Credit Facility.

At March 31, 2025, we had available borrowings of $ 293.0 million under the Revolving Credit Facility, net of $ 7.0 million to secure our outstanding letters of credit.

DEBT COVENANTS

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.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

2024 DEBT ACTIVITY

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

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

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

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

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

At September 30, 2024, we had available borrowings of $ 293.0 million under the Revolving Credit Facility, net of $ 7.0 million to secure our outstanding letters of credit.

New Zealand Debt

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

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

DEBT COVENANTS

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

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

The covenants listed below, which are the most significant financial covenants in effect as of March 31, 2025, are calculated on a trailing 12-month basis:

Covenant Requirement Actual Ratio Favorable

1 unchanged sentence

Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 36 % 29 %

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

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

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

At March 31, 2025, we were in compliance with all applicable covenants.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to market risk related to potential fluctuations in foreign currency exchange rates and interest rates.

We use derivative financial instruments to mitigate the financial impact of exposure to these risks.

Accounting for derivative financial instruments is governed by ASC Topic 815, Derivatives and Hedging , (“ASC 815”).

In accordance with ASC 815, we record our derivative instruments at fair value as either assets or liabilities in the Consolidated Balance Sheets.

Changes in the instruments’ fair value are accounted for based on their intended use.

Gains and losses on derivatives that are designated and qualify for cash flow hedge accounting are recorded as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the hedged transaction materializes.

Gains and losses on derivatives that are designated and qualify for net investment hedge accounting are recorded as a component of AOCI and will not be reclassified into earnings until the investment is partially or completely liquidated.

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS

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

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

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

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

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

As of September 30, 2024, foreign currency exchange contracts and foreign currency option contracts had maturity dates through July 2027.

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

We may de-designate these cash flow hedge relationships in advance or at the occurrence of the forecasted transaction.

The portion of gains or losses on the derivative instrument previously in AOCI for de-designated hedges remains in AOCI until the forecasted transaction affects earnings.

Changes in the value of derivative instruments after de-designation are recorded in earnings.

Our financial results are subject to market risk from potential changes in interest rates.

To manage this exposure, we utilize derivative financial instruments.

We account for derivative financial instruments under ASC Topic 815, Derivatives and Hedging , (“ASC 815”), and record them at fair value as assets or liabilities in the Consolidated Balance Sheets.

The accounting for changes in their fair value depends on their intended use.

Gains and losses on derivatives designated and qualifying as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the hedged transaction occurs.

Similarly, gains and losses on derivatives designated and qualifying as net investment hedges are recorded in AOCI but are reclassified into earnings only upon partial or complete liquidation of the investment.

Changes in the fair value of derivatives not designated as hedges or those that are no longer effective as hedges are recognized immediately in earnings.

INTEREST RATE PRODUCTS

We are exposed to cash flow interest rate risk on our variable-rate debt and on anticipated debt issuances.

We use variable-to-fixed interest rate swaps and forward-starting interest rate swap agreements to hedge this exposure.

For these derivative instruments, we report the gains/losses from the fluctuations in the fair market value of the hedges in AOCI and reclassify them to earnings as interest expense in the same period in which the hedged interest payments affect earnings.

To the extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item continues to exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in AOCI and is amortized using the straight-line method through interest expense over the remaining life of the hedged item.

To the extent the associated hedged item is no longer effective, the gain or loss is reclassified out of AOCI to earnings immediately.

We are exposed to cash flow interest rate risk on our variable-rate debt.

To hedge this exposure, we use variable-to-fixed interest rate swaps.

For these swaps, we report the gains or losses from changes in their fair value in AOCI and reclassify them to interest expense in the period the hedged interest payments affect earnings.

If we de-designate or terminate a cash flow hedge while the hedged item still exists, the unrealized gain or loss on the cash flow hedge at the time of de-designation remains in AOCI.

This amount is then amortized to interest expense on a straight-line basis over the remaining life of the hedged item.

However, if the hedged item becomes ineffective, the related gain or loss is immediately reclassified from AOCI to earnings.

INTEREST RATE SWAPS

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

The following table contains information on the outstanding interest rate swaps as of March 31, 2025:

Outstanding Interest Rate Swaps (a)

2 unchanged sentences

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

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

0.67 % 1.65 % 2.32 %

December 2022 5 years 100,000 2022 Incremental Term Loan

February 2022 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.

August 2024 4 years 100,000 2015 Term Loan 0.78 % 1.60 % 2.38 %

August 2024 4 years 50,000 2015 Term Loan 0.64 % 1.60 % 2.24 %

August 2024 4 years 50,000 2015 Term Loan 3.29 % 1.60 % 4.89 %

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

(b) Includes the SOFR Credit Spread Adjustment component of 0.1 %.

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

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

See Note 6 — Debt for additional information.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024:

Three Months Ended

September 30,

Income Statement Location 2025 2024

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other comprehensive income (loss) $ 5,758 $ 1,752

Other operating expense, net 349 ( 1,796 )

Foreign currency option contracts Other comprehensive income (loss) 2,143 ( 26 )

Other operating expense, net 5 ( 196 )

Interest rate products Other comprehensive income (loss) ( 14,949 ) 12,381

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

Nine Months Ended

September 30,

Income Statement Location 2024 2023

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other comprehensive income (loss) $ 1,903 $ 5,753

Other operating expense, net 1,742 ( 5,801 )

Foreign currency option contracts Other comprehensive income (loss) 1,123 ( 858 )

Other operating expense, net 13 ( 244 )

Interest rate products Other comprehensive income (loss) 5,273 20,416

Interest rate products Other comprehensive (loss) income, relating to continuing operations ($ 4,247 ) $ 15,041

Interest expense, net ( 4,511 ) ( 7,278 )

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

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

During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 15.3 million.

The following table provides details of these expected reclassifications:

Amount expected to be reclassified into earnings in next 12 months

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts $ 2,169

Foreign currency option contracts 781

Interest rate products (a) $ 15,320

Total estimated net gain on derivatives contracts $ 15,320

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

(a) These reclassified amounts are expected to perfectly offset variable interest rate payments 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:

Notional Amount

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts $ 122,900 $ 122,700

Foreign currency option contracts 126,000 98,000

Interest rate swaps $ 600,000 $ 600,000

Forward-starting interest rate swaps — 200,000

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

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

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at March 31, 2025 and December 31, 2024:

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other current assets $ 3,012 $ 1,175

Other assets 3,549 2,405

Other current liabilities — ( 664 )

Foreign currency option contracts Other current assets 1,193 342

Other assets 2,472 2,158

Other current liabilities ( 108 ) ( 139 )

Other non-current liabilities ( 850 ) ( 789 )

Interest rate swaps Other current assets — 5,742

Other assets 40,737 37,983

Other non-current liabilities ( 1,423 ) ( 546 )

Forward-starting interest rate swaps Other assets — 12,790

Other non-current liabilities — ( 8 )

Total derivative contracts:

Other current assets $ 4,205 $ 7,259

Other assets 46,758 55,336

Total derivative assets $ 50,963 $ 62,595

Other current liabilities ( 108 ) ( 803 )

Other non-current liabilities ( 2,273 ) ( 1,343 )

Total derivative liabilities ($ 2,381 ) ($ 2,146 )

Interest rate swaps Other assets $ 40,367 $ 49,353

(a) See Note 9 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy.

OFFSETTING DERIVATIVES

Derivative financial instruments are presented at their gross fair values in the Consolidated Balance Sheets.

Our derivative financial instruments are not subject to master netting arrangements, which would allow the right of offset.

We present derivative financial instruments at their gross fair values in the Consolidated Balance Sheets.

These instruments are not subject to master netting arrangements that would permit the right of offset.

RAYONIER INC.

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

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

September 30, 2024 December 31, 2023

The following table presents the carrying amount and estimated fair values of our financial instruments as of March 31, 2025 and December 31, 2024, using market information valuation methodologies we believe are appropriate under GAAP:

March 31, 2025 December 31, 2024

Asset (Liability) (a) Carrying

3 unchanged sentences

Cash and cash equivalents $ 216,242 $ 216,242 — $ 303,065 $ 303,065 —

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

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

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

Restricted cash, non-current (b) 677 677 — 676 676 —

Long-term debt (c) ( 1,044,635 ) — ( 992,895 ) ( 1,044,410 ) — ( 980,970 )

Interest rate swaps (d) 40,367 — 40,367 49,353 — 49,353

Forward-starting interest rate swaps (d) — — — 12,782 — 12,782

Foreign currency exchange contracts (d) 6,561 — 6,561 2,916 — 2,916

Foreign currency option contracts (d) 2,707 — 2,707 1,572 — 1,572

Noncontrolling interests in the Operating Partnership (e) 58,170 — 58,170 51,843 — 51,843

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

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

(a) We did not have Level 3 assets or liabilities at March 31, 2025 or December 31, 2024.

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

See Note 18 — Restricted Cash for additional information.

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(d) See Note 8 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.

(e) Noncontrolling interests in the Operating Partnership is neither an asset nor liability and is classified as temporary equity in the Company’s Consolidated Balance Sheets.

This relates to the ownership of Rayonier, L.P.

units by various individuals and entities other than the Company.

(e) Noncontrolling interests in the Operating Partnership, representing ownership of Rayonier, L.P.

units by parties other than the Company, are classified as temporary equity and are neither assets nor liabilities on the Company’s Consolidated Balance Sheets.

See Note 5 — Noncontrolling Interests for additional information.

1 unchanged sentence

Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value.

Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities.

The variable rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value.

Debt — The fair value of fixed-rate debt is determined using quoted market prices for debt with comparable terms and maturities.

For variable-rate debt, the carrying value approximates fair value as the interest rate adjusts with market changes.

Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected future cash flows for each instrument at prevailing interest rates.

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.

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

common shares.

10 unchanged sentences

ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES

Various federal and state environmental laws in the states in which we operate place cleanup or restoration liability on the current and former owners of affected real estate.

These laws are often a source of “strict liability,” meaning that an owner or operator need not necessarily have caused, or even been aware of, the release of contaminated materials.

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

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

Federal and state environmental laws in our operating areas hold current and former property owners liable for cleanup or restoration.

These laws often impose “strict liability,” meaning owners or operators didn’t necessarily cause, or even been aware of, the release of contaminated materials.

Similarly, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners for natural resource damages (“NRD”) resulting from releases of contaminants on or from their property, regardless of culpability for the release.

Like cleanup liability, NRD liability can attach to property due to such contamination.

Changes in environmental and NRD liabilities from December 31, 2024 to March 31, 2025 are shown below:

Port Gamble, WA

4 unchanged sentences

Increase to liabilities (a) 1,668

Total Balance at September 30, 2024

Total Balance at March 31, 2025

Current portion ( 1,765 )

Non-current portion at September 30, 2024

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

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

Non-current portion at March 31, 2025

(a) The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the three months ended March 31, 2025.

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

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

13 unchanged sentences

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

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

As of March 31, 2025, the following financial guarantees were outstanding:

Financial Commitments (a) Maximum Potential

4 unchanged sentences

The guarantees are not subject to measurement as the guarantees are dependent on our own performance.

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

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

The remaining letters of credit support various insurance related agreements.

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

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

These surety bonds expire at various dates during 2024, 2025, 2026, and 2027 and are expected to be renewed as required.

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

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

These surety bonds expire on various dates through 2027 and are expected to be renewed as required.

RAYONIER INC.

11 unchanged sentences

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

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

Changes in higher and better use timberlands and real estate development investments from December 31, 2024 to March 31, 2025 are shown below:

Higher and Better Use Timberlands and Real Estate Development Investments

11 unchanged sentences

Intersegment transfers 3,287 — 3,287

Total Balance at September 30, 2024

Total Balance at March 31, 2025

91,022 53,975 144,997

Current portion (a) ( 1,950 ) ( 30,179 ) ( 32,129 )

Non-current portion at September 30, 2024

Non-current portion at March 31, 2025

$ 89,072 $ 23,796 $ 112,868

3 unchanged sentences

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

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

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, our inventory consisted entirely of finished goods, as follows:

March 31, 2025 December 31, 2024

Finished goods inventory

1 unchanged sentence

Log inventory 1,181 1,271

Carbon unit inventory (b) 191 189

Total inventory $ 33,310 $ 30,879

(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.

(a) Represents the cost of HBU real estate expected to be sold, including capitalized development investments.

See Note 13 — Higher And Better Use Timberlands and Real Estate Development Investments for additional information.

(b) Represents the basis in New Zealand carbon units intended to be sold in the next 12 months.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

OTHER OPERATING EXPENSE, NET

Other operating expense, net consisted of the following:

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

2024 2023 2024 2023

Loss on foreign currency remeasurement, net of cash flow hedges ($ 1,038 ) ($ 1,555 ) ($ 1,966 ) ($ 5,713 )

Gain on sale or disposal of property and equipment — — 13 37

Costs related to disposition initiatives (a) ( 857 ) — ( 1,553 ) —

OTHER OPERATING (EXPENSE) INCOME, NET

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

Three Months Ended March 31,

Gain on sale or disposal of property, plant and equipment $ 4 $ 10

Restructuring charges (a) ( 1,110 ) —

Miscellaneous (expense) income, net ( 113 ) 21

Total ($ 1,219 ) $ 31

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

EMPLOYEE BENEFIT PLANS

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

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

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.

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

These estimates are based on historical information, along with certain assumptions about future events.

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

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.

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

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

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

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

UNFUNDED PLAN

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

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

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

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

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

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

Three Months Ended

September 30, Three Months Ended

September 30,

2024 2023 2024 2023

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

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

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

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

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

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

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

Nine Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

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

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

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

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

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

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S.

federal or state income tax.

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

As of March 31, 2025, Rayonier owns a 98.7 % inter est in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership.

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

1 unchanged sentence

The TRS subsidiaries are subject to United States federal and state corporate income tax.

The New Zealand timber operations are conducted by the New Zealand subsidiary, which is subject to corporate-level tax at 28% in New Zealand and is treated as a partnership for U.S.

income tax purposes.

PROVISION FOR INCOME TAXES

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

The Company’s tax expense for continuing operations is principally related to state income tax.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Income tax (expense) benefit (a) ($ 291 ) $ 991

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

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

ANNUAL EFFECTIVE TAX RATE

1 unchanged sentence

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

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

Nine Months Ended

September 30,

Annualized effective tax rate after discrete items 1.6 % 3.1 %

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

Three Months Ended

Annualized effective tax rate after discrete items (a) ( 5.5 %) 18.0 %

(a) The effective tax rate for the three months ended March 31, 2024 was positive despite a pre-tax book loss, primarily due to a $ 1.2 million income tax benefit related to the pension settlement.

This tax benefit, when applied to a pre-tax book loss, results in a positive effective tax rate.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

ACCUMULATED OTHER COMPREHENSIVE INCOME

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

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in AOCI by component for the three months ended March 31, 2025 and the year ended December 31, 2024.

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

4 unchanged sentences

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 )

2 unchanged sentences

Other comprehensive income (loss) before reclassifications 3,515 — ( 3,385 ) (a) — 130 ( 2 ) 128

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

Amounts reclassified from accumulated other comprehensive (loss) income — — ( 4,056 ) ( 2 ) (b) ( 4,058 ) 55 ( 4,003 )

Net other comprehensive income (loss) 3,515 — ( 7,441 ) ( 2 ) ( 3,928 ) 53 ( 3,875 )

Balance as of

September 30, 2024

March 31, 2025

($ 47,634 ) $ 1,321 $ 34,292 $ 228 ($ 11,793 ) ($ 2,511 ) ($ 14,304 )

(a) The nine months ended September 30, 2024 includes $ 5.3 million o f other comprehensive income related to interest rate products.

(a) The three months ended March 31, 2025 includes $ 4.2 million o f other comprehensive loss related to interest rate products.

The year ended December 31, 2024 included $ 21.8 million of other comprehensive income re lated 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.

The nine months ended September 30, 2024 includes a pension settlement charge of $ 4.6 million, net of tax of $ 1.2 million.

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

See Note 15 — Employee Benefit Plans for additional information.

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

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

September 30, 2024 September 30, 2023

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

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

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

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

Income tax effect from net (loss) gain on foreign currency contracts ( 378 ) 1,303 Income tax (expense) benefit

Net gain on cash flow hedges reclassified from accumulated other comprehensive income ($ 20,406 ) ($ 15,938 )

(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.

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

The following table presents details of the amounts reclassified in their entirety from AOCI to net (loss) income for the three months ended March 31, 2025 and March 31, 2024:

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

March 31, 2025 March 31, 2024

Realized loss on foreign currency exchange contracts $ 801 $ 459 Income from discontinued operations, net of tax

Realized loss on foreign currency option contracts 20 8 Income from discontinued operations, net of tax

Noncontrolling interests ( 189 ) ( 108 ) Comprehensive loss attributable to noncontrolling interests

Realized gain on interest rate contracts ( 4,511 ) ( 7,278 ) Interest expense, net

Income tax effect from net loss on foreign currency contracts ( 177 ) ( 101 ) Income from discontinued operations, net of tax

Net gain on cash flow hedges reclassified from accumulated other comprehensive loss ($ 4,056 ) ($ 7,020 )

RESTRICTED CASH

4 unchanged sentences

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

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023:

Nine Months Ended September 30,

Restricted cash:

Restricted cash deposited with LKE intermediary $ 2,345 $ 2

Three Months Ended March 31,

Restricted cash held in escrow 677 677

1 unchanged sentence

Cash and cash equivalents 216,242 142,107

Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 77,246 $ 109,588

ASSETS HELD FOR SALE

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

As of September 30, 2024 and December 31, 2023, the basis in properties meeting this classification was $ 106.2 million and $ 9.9 million, respectively.

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

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

Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows $ 216,919 $ 142,784

ASSETS HELD FOR SALE (EXCLUDING DISCONTINUED OPERATIONS)

Assets held for sale (excluding discontinued operations) comprise properties not included in inventory that are expected to be sold within 12 months and meet the held-for-sale criteria of ASC 360-10-45-9.

The basis of these properties was $ 7.4 million and $ 5.4 million, as of March 31, 2025, and December 31, 2024, respectively.

We recognized an immaterial impairment charge on these assets during the three months ended March 31, 2025, which is recorded in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

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

What changed 10-Q

Item 1. Financial Statements