Item 1. Financial Statements
Item 1. Financial Statements
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
SALES ( NOTE 4 )
$ 177,531 $ 124,103 $ 366,990 $ 337,446
Costs and Expenses
Cost of sales ( 119,126 ) ( 86,332 ) ( 258,984 ) ( 246,755 )
Selling and general expenses ( 17,008 ) ( 18,276 ) ( 50,621 ) ( 57,865 )
Other operating income (expense), net ( Note 15 )
313 ( 663 ) ( 1,071 ) ( 815 )
( 135,821 ) ( 105,271 ) ( 310,676 ) ( 305,435 )
OPERATING INCOME 41,710 18,832 56,314 32,011
Interest expense, net ( 6,768 ) ( 9,209 ) ( 19,704 ) ( 27,186 )
Interest income 9,806 1,098 15,009 4,752
Other miscellaneous (expense) income, net ( 1,039 ) 11,529 ( 3,443 ) 3,276
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 43,709 22,250 48,176 12,853
Income tax (expense) benefit ( Note 16 )
— ( 10 ) ( 291 ) 981
INCOME FROM CONTINUING OPERATIONS 43,709 22,240 47,885 13,834
DISCONTINUED OPERATIONS, NET ( NOTE 2 )
Income from operations of discontinued operations, net of tax — 8,202 1,883 21,949
Gain on sale of discontinued operations — — 404,463 —
INCOME FROM DISCONTINUED OPERATIONS — 8,202 406,346 21,949
NET INCOME 43,709 30,442 454,231 35,783
Less: Net income attributable to noncontrolling interests in the Operating Partnership ( 522 ) ( 391 ) ( 5,952 ) ( 437 )
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )
NET INCOME ATTRIBUTABLE TO RAYONIER INC. 43,187 28,758 448,471 32,018
OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS
Cash flow hedges, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0
( 3,748 ) ( 21,771 ) ( 18,475 ) ( 16,106 )
Pension and postretirement benefit plans, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 1,222
( 2 ) 139 ( 5 ) 9,701
OTHER COMPREHENSIVE INCOME, RELATING TO DISCONTINUED OPERATIONS
Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0
— 13,338 20,475 2,402
Cash flow hedges, net of income tax effect of $ 0 , $ 2,312 , $ 3,531 and $ 1,339
— 5,944 9,080 3,442
Deconsolidation of discontinued operations, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0
— — 29,068 —
Total other comprehensive (loss) income ( 3,750 ) ( 2,350 ) 40,143 ( 561 )
COMPREHENSIVE INCOME 39,959 28,092 494,374 35,222
Less: Comprehensive income attributable to noncontrolling interests in the Operating Partnership ( 477 ) ( 334 ) ( 6,450 ) ( 417 )
Less: Comprehensive income attributable to noncontrolling interests in consolidated affiliates — ( 3,195 ) ( 2,605 ) ( 4,168 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $ 39,482 $ 24,563 $ 485,319 $ 30,637
EARNINGS PER COMMON SHARE ( NOTE 6 )
BASIC EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.
Continuing Operations $ 0.28 $ 0.15 $ 0.31 $ 0.09
Discontinued Operations — $ 0.05 $ 2.60 $ 0.12
Net Income $ 0.28 $ 0.19 $ 2.90 $ 0.22
DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.
Continuing Operations $ 0.28 $ 0.15 $ 0.30 $ 0.09
Discontinued Operations — $ 0.05 $ 2.58 $ 0.12
Net Income $ 0.28 $ 0.19 $ 2.88 $ 0.21
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
September 30, 2025 December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 919,582 $ 303,065
Restricted cash, current ( Note 18 )
— 19,366
Trade receivables, less allowance for doubtful accounts of $ 328 and $ 401
13,553 8,006
Other receivables 6,532 13,267
Inventory ( Note 14 )
16,203 30,879
Prepaid expenses 9,639 9,566
Assets held for sale (excluding discontinued operations) ( Note 19 )
3,386 5,371
Other current assets 4,026 53
Current assets of discontinued operations ( Note 2 )
— 47,320
Total current assets 972,921 436,893
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 2,313,047 2,384,345
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS ( NOTE 13 )
109,536 109,610
PROPERTY, PLANT AND EQUIPMENT
Land 5,581 5,581
Buildings 24,493 24,493
Machinery and equipment 6,948 4,876
Construction in progress 1,312 779
Total property, plant and equipment, gross 38,334 35,729
Less — accumulated depreciation ( 20,384 ) ( 18,297 )
Total property, plant and equipment, net 17,950 17,432
RESTRICTED CASH, NON-CURRENT ( NOTE 18 )
677 676
RIGHT-OF-USE ASSETS 18,228 18,588
OTHER ASSETS 59,530 78,276
NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )
— 428,599
TOTAL ASSETS $ 3,491,889 $ 3,474,419
LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 13,566 $ 16,914
Current maturities of long-term debt, net ( Note 7 )
199,969 —
Accrued taxes 9,350 1,840
Accrued payroll and benefits 12,166 15,317
Accrued interest 7,702 5,228
Dividend and distribution payable — 271,815
Deferred revenue 25,509 20,902
Other current liabilities 14,297 9,359
Current liabilities of discontinued operations ( Note 2 )
— 47,335
Total current liabilities 282,559 388,710
LONG-TERM DEBT, NET ( NOTE 7 )
845,119 1,044,410
LONG-TERM LEASE LIABILITY 15,587 16,260
LONG-TERM DEFERRED REVENUE 11,219 10,697
OTHER NON-CURRENT LIABILITIES 12,458 11,125
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )
— 170,841
CONTINGENCIES ( NOTE 10 )
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP ( NOTE 5 )
46,242 51,843
SHAREHOLDERS’ EQUITY
Common Shares, 480,000,000 shares authorized, 153,871,154 and 148,536,643 shares issued and outstanding
1,737,067 1,522,487
Retained earnings 514,226 257,254
Accumulated other comprehensive income (loss) ( Note 17 )
27,412 ( 10,429 )
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 2,278,705 1,769,312
Noncontrolling interests in consolidated affiliates ( Note 5 )
— 11,221
TOTAL SHAREHOLDERS’ EQUITY 2,278,705 1,780,533
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY $ 3,491,889 $ 3,474,419
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands, except share data)
Common Shares Retained
Earnings Accumulated
Other
Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’
Equity
Shares Amount
Balance, January 1, 2025 148,536,643 $ 1,522,487 $ 257,254 ($ 10,429 ) $ 11,221 $ 1,780,533
Loss from continuing operations — — ( 5,592 ) — — ( 5,592 )
Income from discontinued operations — — 2,122 — 385 2,507
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 common shares under incentive stock plans 5,566 — — — — —
Stock-based incentive compensation — 2,281 — — — 2,281
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 )
Conversion of units into common shares 1,000 28 — — — 28
Pension and postretirement benefit plans — — — ( 2 ) — ( 2 )
Foreign currency translation adjustment — — — 3,515 118 3,633
Cash flow hedges — — — ( 7,441 ) 394 ( 7,047 )
Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 53 — 53
Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,911 ) ( 1,911 )
Balance, March 31, 2025 156,007,772 $ 1,725,212 $ 204,180 ($ 14,304 ) $ 10,207 $ 1,925,295
Income from continuing operations — — 9,769 — — 9,769
Income (loss) from discontinued operations — — 404,415 — ( 577 ) 403,838
Net income attributable to noncontrolling interests in the Operating Partnership — — ( 5,476 ) — — ( 5,476 )
Deconsolidation of discontinued operations — — — 29,068 ( 10,744 ) 18,324
Dividends ($ 0.2725 per share) (a)
— — ( 42,387 ) — — ( 42,387 )
Issuance of common shares under incentive stock plans 315,017 — — — — —
Stock-based incentive compensation — 3,628 — — — 3,628
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 98,148 ) ( 2,640 ) — — — ( 2,640 )
Repurchase of common shares made under repurchase program ( 1,472,928 ) — ( 34,928 ) — — ( 34,928 )
Adjustment of noncontrolling interests in the Operating Partnership — — 9,514 — — 9,514
Conversion of units into common shares 9,519 218 — — — 218
Pension and postretirement benefit plans — — — ( 2 ) — ( 2 )
Foreign currency translation adjustment — — — 16,252 590 16,842
Cash flow hedges — — — ( 295 ) 1,695 1,400
Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 7 ) — ( 7 )
Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,171 ) ( 1,171 )
Balance, June 30, 2025 154,761,232 $ 1,726,418 $ 545,087 $ 30,712 — $ 2,302,217
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
(Unaudited)
(Dollars in thousands, except share data)
Common Shares Retained
Earnings Accumulated
Other
Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’
Equity
Shares Amount
Balance, June 30, 2025 154,761,232 $ 1,726,418 $ 545,087 $ 30,712 — $ 2,302,217
Income from continuing operations — — 43,709 — — 43,709
Net income attributable to noncontrolling interests in the Operating Partnership — — ( 522 ) — — ( 522 )
Dividends ($ 0.2725 per share) (a)
— — ( 42,595 ) — — ( 42,595 )
Issuance of common shares under incentive stock plans 2,010 — — — — —
Stock-based incentive compensation — 2,598 — — — 2,598
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 298 ) ( 7 ) — — — ( 7 )
Repurchase of common shares made under repurchase program ( 1,226,384 ) — ( 30,103 ) — — ( 30,103 )
Adjustment of noncontrolling interests in the Operating Partnership — — ( 1,350 ) — — ( 1,350 )
Conversion of units into common shares 334,594 8,058 — — — 8,058
Pension and postretirement benefit plans — — — ( 2 ) — ( 2 )
Cash flow hedges — — — ( 3,748 ) — ( 3,748 )
Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 450 — 450
Balance, September 30, 2025 153,871,154 $ 1,737,067 $ 514,226 $ 27,412 — $ 2,278,705
(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 common 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.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
(Unaudited)
(Dollars in thousands, except share data)
Common Shares Retained
Earnings Accumulated
Other
Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’
Equity
Shares Amount
Balance, January 1, 2024 148,299,117 $ 1,497,641 $ 338,244 $ 24,651 $ 17,066 $ 1,877,602
Loss from continuing operations — — ( 4,500 ) — ( 10 ) ( 4,510 )
Income from discontinued operations — — 5,877 — 939 6,816
Net income attributable to noncontrolling interests in the Operating Partnership — — ( 20 ) — — ( 20 )
Dividends ($ 0.285 per share) (a)
— — ( 42,777 ) — — ( 42,777 )
Issuance of common shares under incentive stock plans 752 — — — — —
Stock-based incentive compensation — 3,218 — — — 3,218
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 )
Conversion of units into common shares 350,376 11,511 — — — 11,511
Pension and postretirement benefit plans — — — 9,562 — 9,562
Foreign currency translation adjustment — — — ( 16,178 ) ( 773 ) ( 16,951 )
Cash flow hedges — — — 4,070 ( 1,104 ) 2,966
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
Loss from continuing operations — — ( 3,883 ) — ( 13 ) ( 3,896 )
Income from discontinued operations — — 5,812 — 1,119 6,931
Net income attributable to noncontrolling interests in the Operating Partnership — — ( 26 ) — — ( 26 )
Dividends ($ 0.285 per share) (a)
— — ( 42,517 ) — — ( 42,517 )
Issuance of common shares under incentive stock plans 396,849 — — — — —
Stock-based incentive compensation — 4,904 — — — 4,904
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 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
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
(Unaudited)
(Dollars in thousands, except share data)
Common Shares Retained
Earnings Accumulated
Other
Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’
Equity
Shares Amount
Balance, June 30, 2024 148,979,418 $ 1,515,026 $ 264,012 $ 27,749 $ 14,278 $ 1,821,065
Income (loss) from continuing operations — — 22,250 — ( 10 ) 22,240
Income from discontinued operations — — 6,899 — 1,303 8,202
Net income attributable to noncontrolling interests in the Operating Partnership — — ( 391 ) — — ( 391 )
Dividends ($ 0.285 per share) (a)
— — ( 42,433 ) — — ( 42,433 )
Issuance of common shares under incentive stock plans 848 — — — — —
Stock-based incentive compensation — 3,906 — — — 3,906
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 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 .
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Nine Months Ended September 30,
2025 2024
OPERATING ACTIVITIES
Net income $ 454,231 $ 35,783
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization from continuing operations 81,731 86,130
Depreciation, depletion and amortization from discontinued operations 9,081 20,533
Non-cash cost of land and improved development from continuing operations 40,046 16,176
Non-cash cost of land and improved development from discontinued operations — 3,041
Gain on sale of discontinued operations ( 404,463 ) —
Stock-based incentive compensation expense 8,507 12,027
Deferred income taxes ( 2,571 ) ( 4,154 )
Asset impairment charge 7,048 —
Pension settlement charge — 5,979
Other 15,692 51
Changes in operating assets and liabilities:
Receivables 1,514 ( 12,469 )
Inventories 235 721
Accounts payable ( 1,130 ) 5,000
All other operating activities ( 5,049 ) 4,960
CASH PROVIDED BY OPERATING ACTIVITIES 204,872 173,778
INVESTING ACTIVITIES
Capital expenditures from continuing operations ( 35,024 ) ( 40,262 )
Capital expenditures from discontinued operations ( 7,098 ) ( 12,904 )
Real estate development investments ( 11,888 ) ( 19,073 )
Net proceeds on sale of discontinued operations (a) 688,300 —
Net proceeds on sale of property, plant and equipment 4,146 13
Purchase of timberlands — ( 3,637 )
Other 4,444 1,018
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 642,880 ( 74,845 )
FINANCING ACTIVITIES
Dividends paid on common shares (b) ( 195,378 ) ( 158,094 )
Distributions to noncontrolling interests in the Operating Partnership (c) ( 2,505 ) ( 2,192 )
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 2,685 ) ( 4,167 )
Repurchase of common shares made under repurchase program ( 67,654 ) —
Distributions to noncontrolling interests in consolidated affiliates ( 3,082 ) ( 5,473 )
Debt issuance costs ( 779 ) —
Repayment of debt — ( 60,000 )
CASH USED FOR FINANCING ACTIVITIES ( 272,083 ) ( 229,926 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH 1,390 ( 135 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash 577,059 ( 131,128 )
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 920,259 54,967
Balance from discontinued operations, end of period — 22,279
Total Balance, end of period $ 920,259 $ 77,246
(a) The nine months ended September 30, 2025 includes proceeds from the disposition of our New Zealand joint venture, net of closing adjustments, transaction costs, and $ 11.1 million of deconsolidated cash.
(b) The nine months ended September 30, 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 nine months ended September 30, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million. The additional dividend was paid on January 12, 2024, to shareholders of record on December 29, 2023.
(c) The nine months ended September 30, 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 nine months ended September 30, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million. The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
Nine Months Ended September 30,
2025 2024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period:
Interest (a) $ 13,933 $ 24,900
Income taxes (b) 4,038 5,493
Non-cash investing and financing activity:
Capital assets purchased on account 5,372 5,091
Issuance of common shares from special dividend 200,454 —
Issuance of Redeemable Operating Partnership Units from special distribution 2,681 —
(a) Interest paid includes patronage paymen ts receive d of $ 7.9 million a n d $ 8.3 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K. Interest paid for the nine months ended September 30, 2025 and September 30, 2024 includes $ 1.5 million and $ 2.7 million, respectively, from discontinued operations.
(b) Income taxes paid for the nine months ended September 30, 2025 and September 30, 2024 includes $ 3.8 million and $ 5.2 million, respectively, from discontinued operations.
See Notes to Consolidated Financial Statements.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per unit amounts)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
SALES ( NOTE 4 )
$ 177,531 $ 124,103 $ 366,990 $ 337,446
Costs and Expenses
Cost of sales ( 119,126 ) ( 86,332 ) ( 258,984 ) ( 246,755 )
Selling and general expenses ( 17,008 ) ( 18,276 ) ( 50,621 ) ( 57,865 )
Other operating income (expense), net ( Note 15 )
313 ( 663 ) ( 1,071 ) ( 815 )
( 135,821 ) ( 105,271 ) ( 310,676 ) ( 305,435 )
OPERATING INCOME 41,710 18,832 56,314 32,011
Interest expense, net ( 6,768 ) ( 9,209 ) ( 19,704 ) ( 27,186 )
Interest income 9,806 1,098 15,009 4,752
Other miscellaneous (expense) income, net ( 1,039 ) 11,529 ( 3,443 ) 3,276
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 43,709 22,250 48,176 12,853
Income tax (expense) benefit ( Note 16 )
— ( 10 ) ( 291 ) 981
INCOME FROM CONTINUING OPERATIONS 43,709 22,240 47,885 13,834
DISCONTINUED OPERATIONS, NET ( NOTE 2 )
Income from operations of discontinued operations, net of tax — 8,202 1,883 21,949
Gain on sale of discontinued operations — — 404,463 —
INCOME FROM DISCONTINUED OPERATIONS — 8,202 406,346 21,949
NET INCOME 43,709 30,442 454,231 35,783
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )
NET INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS 43,709 29,149 454,423 32,455
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
Limited Partners 43,272 28,858 449,879 32,131
General Partners 437 291 4,544 324
Net income attributable to unitholders 43,709 29,149 454,423 32,455
OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS
Cash flow hedges, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0
( 3,748 ) ( 21,771 ) ( 18,475 ) ( 16,106 )
Pension and postretirement benefit plans, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 1,222
( 2 ) 139 ( 5 ) 9,701
OTHER COMPREHENSIVE INCOME, RELATING TO DISCONTINUED OPERATIONS
Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0
— 13,338 20,475 2,402
Cash flow hedges, net of income tax effect of $ 0 , $ 2,312 , $ 3,531 and $ 1,339
— 5,944 9,080 3,442
Deconsolidation of discontinued operations, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0
— — 29,068 —
Total other comprehensive (loss) income ( 3,750 ) ( 2,350 ) 40,143 ( 561 )
COMPREHENSIVE INCOME 39,959 28,092 494,374 35,222
Less: Comprehensive income attributable to noncontrolling interests in consolidated affiliates — ( 3,195 ) ( 2,605 ) ( 4,168 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS $ 39,959 $ 24,897 $ 491,769 $ 31,054
EARNINGS PER UNIT ( NOTE 6 )
BASIC EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.
Continuing Operations $ 0.28 $ 0.15 $ 0.31 $ 0.09
Discontinued Operations — $ 0.05 $ 2.60 $ 0.12
Net Income $ 0.28 $ 0.19 $ 2.90 $ 0.22
DILUTED EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.
Continuing Operations $ 0.28 $ 0.15 $ 0.30 $ 0.09
Discontinued Operations — $ 0.05 $ 2.58 $ 0.12
Net Income $ 0.28 $ 0.19 $ 2.88 $ 0.21
See Notes to Consolidated Financial Statements.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
September 30, 2025 December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 919,582 $ 303,065
Restricted cash, current ( Note 18 )
— 19,366
Trade receivables, less allowance for doubtful accounts of $ 328 and $ 401
13,553 8,006
Other receivables 6,532 13,267
Inventory ( Note 14 )
16,203 30,879
Prepaid expenses 9,639 9,566
Assets held for sale (excluding discontinued operations) ( Note 19 )
3,386 5,371
Other current assets 4,026 53
Current assets of discontinued operations ( Note 2 )
— 47,320
Total current assets 972,921 436,893
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 2,313,047 2,384,345
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS ( NOTE 13 )
109,536 109,610
PROPERTY, PLANT AND EQUIPMENT
Land 5,581 5,581
Buildings 24,493 24,493
Machinery and equipment 6,948 4,876
Construction in progress 1,312 779
Total property, plant and equipment, gross 38,334 35,729
Less — accumulated depreciation ( 20,384 ) ( 18,297 )
Total property, plant and equipment, net 17,950 17,432
RESTRICTED CASH, NON-CURRENT ( NOTE 18 )
677 676
RIGHT-OF-USE ASSETS 18,228 18,588
OTHER ASSETS 59,530 78,276
NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )
— 428,599
TOTAL ASSETS $ 3,491,889 $ 3,474,419
LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL
CURRENT LIABILITIES
Accounts payable $ 13,566 $ 16,914
Current maturities of long-term debt, net ( Note 7 )
199,969 —
Accrued taxes 9,350 1,840
Accrued payroll and benefits 12,166 15,317
Accrued interest 7,702 5,228
Distribution payable — 271,815
Deferred revenue 25,509 20,902
Other current liabilities 14,297 9,359
Current liabilities of discontinued operations ( Note 2 )
— 47,335
Total current liabilities 282,559 388,710
LONG-TERM DEBT, NET ( NOTE 7 )
845,119 1,044,410
LONG-TERM LEASE LIABILITY 15,587 16,260
LONG-TERM DEFERRED REVENUE 11,219 10,697
OTHER NON-CURRENT LIABILITIES 12,458 11,125
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )
— 170,841
CONTINGENCIES ( NOTE 10 )
REDEEMABLE OPERATING PARTNERSHIP UNITS ( NOTE 5 ) 1,742,337 and 1,986,319 Units outstanding, respectively
46,242 51,843
CAPITAL
General partners’ capital 22,492 17,772
Limited partners’ capital 2,226,733 1,759,405
Accumulated other comprehensive income (loss) ( Note 17 )
29,480 ( 7,865 )
TOTAL CONTROLLING INTEREST CAPITAL 2,278,705 1,769,312
Noncontrolling interests in consolidated affiliates ( Note 5 )
— 11,221
TOTAL CAPITAL 2,278,705 1,780,533
TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL $ 3,491,889 $ 3,474,419
See Notes to Consolidated Financial Statements.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited)
(Dollars in thousands, except share data)
Units Accumulated
Other
Comprehensive Income (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
Loss from continuing operations ( 56 ) ( 5,536 ) — — ( 5,592 )
Income from discontinued operations 21 2,101 — 385 2,507
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 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 )
Conversion of units into common shares — 28 — — 28
Pension and postretirement benefit plans — — ( 2 ) — ( 2 )
Foreign currency translation adjustment — — 3,515 118 3,633
Cash flow hedges — — ( 7,441 ) 394 ( 7,047 )
Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,911 ) ( 1,911 )
Balance, March 31, 2025 $ 19,269 $ 1,907,612 ($ 11,793 ) $ 10,207 $ 1,925,295
Income from continuing operations 98 9,671 — — 9,769
Income (loss) from discontinued operations 4,044 400,371 — ( 577 ) 403,838
Deconsolidation of discontinued operations — — 29,068 ( 10,744 ) 18,324
Distributions on units ($ 0.2725 per unit)
( 430 ) ( 42,525 ) — — ( 42,955 )
Stock-based incentive compensation 36 3,592 — — 3,628
Repurchase of units to pay withholding taxes on vested incentive stock awards ( 26 ) ( 2,614 ) — — ( 2,640 )
Repurchase of units made under repurchase program ( 349 ) ( 34,579 ) — — ( 34,928 )
Adjustment of Redeemable Operating Partnership Units 46 4,553 — — 4,599
Conversion of units into common shares 2 216 — — 218
Pension and postretirement benefit plans — — ( 2 ) — ( 2 )
Foreign currency translation adjustment — — 16,252 590 16,842
Cash flow hedges — — ( 295 ) 1,695 1,400
Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,171 ) ( 1,171 )
Balance, June 30, 2025 $ 22,690 $ 2,246,297 $ 33,230 — $ 2,302,217
Income from continuing operations 437 43,272 — — 43,709
Distributions on units ($ 0.2725 per unit)
( 431 ) ( 42,639 ) — — ( 43,070 )
Stock-based incentive compensation 26 2,572 — — 2,598
Repurchase of units to pay withholding taxes on vested incentive stock awards — ( 7 ) — — ( 7 )
Repurchase of units made under repurchase program ( 301 ) ( 29,802 ) — — ( 30,103 )
Adjustment of Redeemable Operating Partnership Units ( 9 ) ( 938 ) — — ( 947 )
Conversion of units into common shares 80 7,978 — — 8,058
Pension and postretirement benefit plans — — ( 2 ) — ( 2 )
Cash flow hedges — — ( 3,748 ) — ( 3,748 )
Balance, September 30, 2025 $ 22,492 $ 2,226,733 $ 29,480 — $ 2,278,705
(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.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)
(Unaudited)
(Dollars in thousands, except share data)
Units Accumulated
Other
Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Total Capital
General Partners’ Capital Limited Partners’ Capital
Balance, January 1, 2024 $ 18,325 $ 1,814,193 $ 28,018 $ 17,066 $ 1,877,602
Loss from continuing operations ( 45 ) ( 4,455 ) — ( 10 ) ( 4,510 )
Income from discontinued operations 59 5,818 — 939 6,816
Distributions on units ($ 0.285 per unit)
( 434 ) ( 42,940 ) — — ( 43,374 )
Stock-based incentive compensation 32 3,186 — — 3,218
Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1 ) ( 30 ) — — ( 31 )
Adjustment of Redeemable Operating Partnership Units 6 545 — — 551
Conversion of units into common shares 115 11,396 — — 11,511
Pension and postretirement benefit plans — — 9,562 — 9,562
Foreign currency translation adjustment — — ( 16,178 ) ( 773 ) ( 16,951 )
Cash flow hedges — — 4,070 ( 1,104 ) 2,966
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
Loss from continuing operations ( 39 ) ( 3,844 ) — ( 13 ) ( 3,896 )
Income from discontinued operations 58 5,754 — 1,119 6,931
Distributions on units ($ 0.285 per unit)
( 430 ) ( 42,665 ) — — ( 43,095 )
Stock-based incentive compensation 49 4,855 — — 4,904
Repurchase of units to pay withholding taxes on vested incentive stock awards ( 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
Distribution 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
Income (loss) from continuing operations 222 22,028 — ( 10 ) 22,240
Income from discontinued operations 69 6,830 — 1,303 8,202
Distributions on units ($ 0.285 per unit)
( 430 ) ( 42,531 ) — — ( 42,961 )
Stock-based incentive compensation 39 3,867 — — 3,906
Repurchase of units to pay withholding taxes on vested incentive stock awards — ( 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
See Notes to Consolidated Financial Statements.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Nine Months Ended September 30,
2025 2024
OPERATING ACTIVITIES
Net income $ 454,231 $ 35,783
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization from continuing operations 81,731 86,130
Depreciation, depletion and amortization from discontinued operations 9,081 20,533
Non-cash cost of land and improved development from continuing operations 40,046 16,176
Non-cash cost of land and improved development from discontinued operations — 3,041
Gain on sale of discontinued operations ( 404,463 ) —
Stock-based incentive compensation expense 8,507 12,027
Deferred income taxes ( 2,571 ) ( 4,154 )
Asset impairment charge 7,048 —
Pension settlement charge — 5,979
Other 15,692 51
Changes in operating assets and liabilities:
Receivables 1,514 ( 12,469 )
Inventories 235 721
Accounts payable ( 1,130 ) 5,000
All other operating activities ( 5,049 ) 4,960
CASH PROVIDED BY OPERATING ACTIVITIES 204,872 173,778
INVESTING ACTIVITIES
Capital expenditures from continuing operations ( 35,024 ) ( 40,262 )
Capital expenditures from discontinued operations ( 7,098 ) ( 12,904 )
Real estate development investments ( 11,888 ) ( 19,073 )
Net proceeds on sale of discontinued operations (a) 688,300 —
Net proceeds on sale of property, plant and equipment 4,146 13
Purchase of timberlands — ( 3,637 )
Other 4,444 1,018
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 642,880 ( 74,845 )
FINANCING ACTIVITIES
Distributions on units (b) ( 197,883 ) ( 160,286 )
Repurchase of units to pay withholding taxes on vested incentive stock awards ( 2,685 ) ( 4,167 )
Repurchase of units made under repurchase program ( 67,654 ) —
Distributions to noncontrolling interests in consolidated affiliates ( 3,082 ) ( 5,473 )
Debt issuance costs ( 779 ) —
Repayment of debt — ( 60,000 )
CASH USED FOR FINANCING ACTIVITIES ( 272,083 ) ( 229,926 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH 1,390 ( 135 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash 577,059 ( 131,128 )
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 920,259 54,967
Balance from discontinued operations, end of period — 22,279
Total Balance, end of period $ 920,259 $ 77,246
(a) The nine months ended September 30, 2025 includes proceeds from the disposition of our New Zealand joint venture, net of closing adjustments, transaction costs, and $ 11.1 million of deconsolidated cash.
(b) The nine months ended September 30, 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 nine months ended September 30, 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.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
Nine Months Ended September 30,
2025 2024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period:
Interest (a) $ 13,933 $ 24,900
Income taxes (b) 4,038 5,493
Non-cash investing and financing activity:
Capital assets purchased on account 5,372 5,091
Issuance of units from special distribution 203,135 —
(a) Interest paid includes patronage payments received of $ 7.9 million and $ 8.3 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K. Interest paid for the nine months ended September 30, 2025 and September 30, 2024 includes $ 1.5 million and $ 2.7 million, respectively, from discontinued operations.
(b) Income taxes paid for the nine months ended September 30, 2025 and September 30, 2024 includes $ 3.8 million and $ 5.2 million, respectively, from discontinued operations.
See Notes to Consolidated Financial Statements.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
1. BASIS OF PRESENTATION
The unaudited consolidated financial statements and notes thereto of Rayonier Inc. and its subsidiaries and Rayonier, L.P. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).
The Rayonier Inc. and Rayonier, L.P. year-end balance sheet information was derived from audited financial statements not included herein. In the opinion of management, these financial statements and notes reflect any adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. 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, 2025, the Company owned a 98.9 % interest in the Operating Partnership, with the remaining 1.1 % interest owned by limited partners of the Operating Partnership. As the sole general partner of the Operating Partnership, Rayonier Inc. has exclusive control of the day-to-day management of the Operating Partnership.
SUMMARY OF UPDATES TO SIGNIFICANT ACCOUNTING POLICIES
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 and current reportable segments. In March 2025, we entered into a purchase and sale agreement to divest our entire 77 % interest in our New Zealand operations. On June 30, 2025, we completed the sale. Accordingly, New Zealand’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.
Our New Zealand assets and liabilities are presented separately as assets and liabilities of discontinued operations in our Consolidated Balance Sheets as of December 31, 2024.
The Consolidated Statements of Cash Flows for both 2025 and 2024 have not been restated to exclude the New Zealand operation’s cash flows.
Effective with the third quarter of 2025, we realigned our reportable segments to reflect changes in our internal management reporting structure. As a result, prior period segment information has been reclassified to conform to our current segment presentation.
Unless otherwise specified, all amounts and disclosures within these Notes to Condensed Consolidated Financial Statements pertain to the Company’s continuing operations.
See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture and Note 3 — Segment and Geographical Information for further discussion of our reportable segments.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): 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 should be applied on a prospective basis, although early adoption and retrospective application are permitted. We will adopt the standard beginning with our annual reporting for the year ending December 31, 2025 and do not anticipate this disclosure-only ASU will impact our consolidated financial statements.
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
On October 14, 2025, the Company announced that it entered into a definitive agreement with PotlatchDeltic Corporation (“PotlatchDeltic”) to combine in a merger of equals. The transaction is expected to close in late first quarter or early second quarter of 2026. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both Rayonier’s shareholders and PotlatchDeltic’s shareholders.
On October 14, 2025, the Company announced that its board of directors declared a one-time, special dividend of $ 1.40 per common share, consisting of a combination of cash and the Company’s common shares. In addition, the Company's board of directors declared a one-time, special distribution of $ 1.40 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company's Redeemable Operating Partnership Units. The dividend and distribution are payable on December 12, 2025 to holders of record on October 24, 2025.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
2. DISCONTINUED OPERATIONS
On March 9, 2025, Rayonier entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which Rayonier agreed to sell its entire 77 % interest in its New Zealand operations. Accordingly, in the first quarter of 2025, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, former Trading and Corporate segments were classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.
On June 30, 2025, we completed the sale of our New Zealand operations for a purchase price of $ 710 million. Net proceeds to Rayonier, after adjusting for estimated net debt, working capital, transaction costs, and other closing adjustments, were $ 698.6 million. We received a final purchase price adjustment of $ 0.7 million during the third quarter, which was recognized as a receivable on our June 30, 2025 Consolidated Balance Sheet. In connection with the sale, we recognized a gain on disposal of discontinued operations of $ 404.5 million.
The following table summarizes the results of our New Zealand operations for the three and nine months ended September 30, 2025 and 2024, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Sales — $ 70,891 $ 109,332 $ 199,254
Costs and Expenses
Cost of sales — ( 60,870 ) ( 102,050 ) ( 172,298 )
Other operating expense, net (a) — ( 1,247 ) ( 3,400 ) ( 2,710 )
— ( 62,117 ) ( 105,450 ) ( 175,008 )
Operating income from discontinued operations — 8,774 3,882 24,246
Interest expense, net — ( 812 ) ( 1,508 ) ( 2,390 )
Interest income — 265 202 777
Income from operations of discontinued operations before income taxes — 8,227 2,576 22,633
Income tax expense — ( 25 ) ( 693 ) ( 684 )
Income from operations of discontinued operations, net of tax — 8,202 1,883 21,949
Gain on sale of discontinued operations (b) — — 404,463 —
Income from discontinued operations — 8,202 406,346 21,949
Less: Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership — ( 93 ) ( 5,375 ) ( 256 )
Less: Net (income) loss from discontinued operations attributable to noncontrolling interests in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )
Net income from discontinued operations attributable to Rayonier Inc. — $ 6,806 $ 401,163 $ 18,331
(a) The nine months ended September 30, 2025 includes transaction costs of $ 0.2 million. The three and nine months ended September 30, 2024 include transaction costs of $ 0.2 million and $ 0.7 million, respectively.
(b) The gain on sale of discontinued operations is not subject to income tax, as it relates to a partnership interest.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The major classes of the New Zealand operation’s assets and liabilities as reported on the December 31, 2024 Balance Sheet are as follows:
December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 20,093
Trade receivables, less allowance for doubtful accounts of $ 0
18,935
Inventory 1,462
Prepaid expenses 6,206
Other current assets 624
Total current assets 47,320
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 339,724
PROPERTY, PLANT AND EQUIPMENT
Buildings 1,707
Machinery and equipment 171
Total property, plant and equipment, gross 1,878
Less — accumulated depreciation ( 935 )
Total property, plant and equipment, net 943
RIGHT-OF-USE ASSETS 64,082
OTHER ASSETS 23,850
TOTAL ASSETS $ 475,919
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 9,145
Current maturities of long-term debt, net 19,442
Accrued taxes 2,399
Accrued payroll and benefits 793
Other current liabilities 15,556
Total current liabilities 47,335
LONG-TERM DEBT, NET 45,360
LONG-TERM LEASE LIABILITY 60,038
OTHER NON-CURRENT LIABILITIES 65,443
TOTAL LIABILITIES $ 218,176
The following table summarizes the depreciation, depletion and amortization, capital expenditures and non-cash cost of land sold and improved development of the Company’s discontinued operations for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Depreciation, depletion and amortization — $ 5,632 $ 9,081 $ 20,533
Capital expenditures — 4,820 7,098 12,904
Non-cash cost of land and improved development — — — 3,041
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
3. SEGMENT AND GEOGRAPHICAL INFORMATION
As of September 30, 2025, Rayonier operated in three reportable segments: Southern Timber, Pacific Northwest Timber, and Real Estate. Prior to the first quarter of 2025, we operated in five reportable business segments, which included New Zealand Timber and Trading. 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. On June 30, 2025, we completed the sale. See Note 2 — Discontinued Operations for additional information.
Effective with the third quarter of 2025, the Company realigned its segments considering the economic characteristics of each business unit and the way the chief operating decision maker (“CODM”), the Chief Executive Officer, now internally evaluates business performance and makes capital allocation decisions. As part of the realignment, the previously reported Trading segment’s log trading activities conducted in the U.S. South and Pacific Northwest are now reported in the respective Southern Timber or Pacific Northwest Timber segments based on geographical location. All prior period amounts have been reclassified to reflect the newly aligned segment structure.
Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. The CODM 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 expense and income, income from operations of discontinued operations, gain on sale of discontinued operations, asset impairment charges, restructuring charges, costs related to disposition initiatives 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. GAAP. Operating income (loss) as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) is equal to segment income.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following tables summarize the segment information for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Total
September 30, 2025
Sales $ 66,834 $ 19,941 $ 90,756 $ 177,531
Costs and Expenses
Cut and haul costs ( 13,779 ) ( 8,400 ) — ( 22,179 )
Depreciation, depletion and amortization ( 20,139 ) ( 4,637 ) ( 9,605 ) ( 34,381 )
Non-cash cost of land and improved development — — ( 30,745 ) ( 30,745 )
Other costs and expenses (a) ( 10,374 ) ( 5,154 ) ( 23,999 ) ( 39,527 )
Reportable segment operating income $ 22,542 $ 1,750 $ 26,407 $ 50,699
Add: Asset impairment charge (b) — — 7,048 7,048
Add: Depreciation, depletion and amortization 20,139 4,637 9,605 34,381
Add: Non-cash cost of land and improved development — — 30,745 30,745
Reportable segment adjusted EBITDA $ 42,681 $ 6,387 $ 73,805 $ 122,873
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (c) ($ 8,569 )
Interest, net and miscellaneous income 3,038
Depreciation, depletion and amortization ( 34,801 )
Non-cash cost of land and improved development ( 30,745 )
Non-operating expense ( 1,039 )
Asset impairment charge (b) ( 7,048 )
Net Income (d) $ 43,709
(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b) Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”
(c) All other EBITDA includes general corporate expenses.
(d) As no income tax expense was recognized for the three months ended September 30, 2025, net income is equal to income before taxes.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Total
September 30, 2024
Sales $ 62,416 $ 31,626 $ 30,061 $ 124,103
Costs and Expenses
Cut and haul costs ( 12,496 ) ( 10,132 ) — ( 22,628 )
Port and freight costs ( 533 ) ( 2,618 ) — ( 3,151 )
Depreciation, depletion and amortization ( 18,118 ) ( 7,841 ) ( 1,451 ) ( 27,410 )
Non-cash cost of land and improved development — — ( 9,845 ) ( 9,845 )
Other costs and expenses (a) ( 11,479 ) ( 10,193 ) ( 10,133 ) ( 31,805 )
Reportable segment operating income $ 19,790 $ 842 $ 8,632 $ 29,264
Add: Depreciation, depletion and amortization 18,118 7,841 1,451 27,410
Add: Non-cash cost of land and improved development — — 9,845 9,845
Reportable segment adjusted EBITDA $ 37,908 $ 8,683 $ 19,928 $ 66,519
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (b) ($ 9,324 )
Interest, net and miscellaneous expense ( 8,111 )
Depreciation, depletion and amortization ( 27,854 )
Non-cash cost of land and improved development ( 9,845 )
Non-operating income (c) 11,529
Costs related to disposition initiatives (d) ( 664 )
Income from Continuing Operations Before Income Taxes $ 22,250
Income tax expense ( 10 )
Income from Continuing Operations $ 22,240
Income from operations of discontinued operations, net of tax 8,202
Net Income $ 30,442
(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b) All other EBITDA includes general corporate expenses.
(c) Non-operating income includes $ 12.0 million of net recoveries associated with legal settlements, which is partially offset by $ 0.3 million of pension settlement charges. Net recoveries associated with legal settlements and pension settlement charges are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous (expense) income, net.”
(d) 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. Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating income (expense), net.”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Total
September 30, 2025
Sales $ 171,102 $ 65,533 $ 130,355 $ 366,990
Costs and Expenses
Cut and haul costs ( 39,502 ) ( 27,580 ) — ( 67,082 )
Port and freight costs — ( 18 ) — ( 18 )
Depreciation, depletion and amortization ( 52,826 ) ( 15,595 ) ( 12,050 ) ( 80,471 )
Non-cash cost of land and improved development — — ( 40,046 ) ( 40,046 )
Other costs and expenses (a) ( 33,487 ) ( 18,802 ) ( 43,023 ) ( 95,312 )
Reportable segment operating income $ 45,287 $ 3,538 $ 35,236 $ 84,061
Add: Asset impairment charge (b) — — 7,048 7,048
Add: Depreciation, depletion and amortization 52,826 15,595 12,050 80,471
Add: Non-cash cost of land and improved development — — 40,046 40,046
Reportable segment adjusted EBITDA $ 98,113 $ 19,133 $ 94,380 $ 211,626
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (c) ($ 25,377 )
Interest, net and miscellaneous expense ( 4,695 )
Depreciation, depletion and amortization ( 81,731 )
Non-cash cost of land and improved development ( 40,046 )
Non-operating expense (d) ( 3,443 )
Asset impairment charge (b) ( 7,048 )
Restructuring charges (e) ( 1,110 )
Income from Continuing Operations Before Income Taxes $ 48,176
Income tax expense ( 291 )
Income from Continuing Operations $ 47,885
Income from operations of discontinued operations, net of tax 1,883
Gain on sale of discontinued operations 404,463
Net Income $ 454,231
(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b) Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”
(c) All other EBITDA includes corporate and other expenses.
(d) Non-operating expense includes $ 1.7 million of net costs associated with legal settlements. Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous (expense) income, net.”
(e) 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 income (expense), net.”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Total
September 30, 2024
Sales $ 192,545 $ 83,806 $ 61,095 $ 337,446
Costs and Expenses
Cut and haul costs ( 37,681 ) ( 31,076 ) — ( 68,757 )
Port and freight costs ( 2,883 ) ( 5,105 ) — ( 7,988 )
Depreciation, depletion and amortization ( 56,672 ) ( 24,306 ) ( 3,821 ) ( 84,799 )
Non-cash cost of land and improved development — — ( 16,176 ) ( 16,176 )
Other costs and expenses (a) ( 35,388 ) ( 28,309 ) ( 32,078 ) ( 95,775 )
Reportable segment operating income (loss) $ 59,921 ($ 4,990 ) $ 9,020 $ 63,951
Add: Depreciation, depletion and amortization 56,672 24,306 3,821 84,799
Add: Non-cash cost of land and improved development — — 16,176 16,176
Reportable segment adjusted EBITDA $ 116,593 $ 19,316 $ 29,017 $ 164,926
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (b) ($ 29,760 )
Interest, net and miscellaneous expense ( 22,434 )
Depreciation, depletion and amortization ( 86,130 )
Non-cash cost of land and improved development ( 16,176 )
Non-operating income (c) 3,276
Costs related to disposition initiatives (d) ( 849 )
Income from Continuing Operations Before Income Taxes $ 12,853
Income tax benefit 981
Income from Continuing Operations $ 13,834
Income from operations of discontinued operations, net of tax 21,949
Net Income $ 35,783
(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b) All other EBITDA includes general corporate expenses.
(c) Non-operating income includes $ 9.6 million of net recoveries associated with legal settlements, which is partially offset by $ 6.0 million of pension settlement charges. 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 “Other miscellaneous (expense) income, net.”
(d) 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. Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating income (expense), net.”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Capital Expenditures (a)
Southern Timber $ 10,861 $ 9,091 $ 28,580 $ 30,748
Pacific Northwest Timber 1,716 2,230 6,346 9,220
Real Estate 20 65 98 217
Corporate and other — 18 — 77
Total Capital Expenditures $ 12,597 $ 11,404 $ 35,024 $ 40,262
Timberland Acquisitions
Southern Timber — 3,637 — 3,637
Total Timberland Acquisitions — $ 3,637 — $ 3,637
Real Estate Development Investments (b) $ 3,712 $ 8,949 $ 11,888 $ 19,073
Total Gross Capital Expenditures $ 16,309 $ 23,990 $ 46,912 $ 62,972
(a) Excludes timberland acquisitions and real estate development investments presented separately.
(b) Represents investments in master infrastructure or entitlements in our real estate development projects. Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
4. REVENUE
PERFORMANCE OBLIGATIONS
We recognize revenue when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”). Unsatisfied performance obligations as of September 30, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue. Of these performance obligations, $ 25.5 million is expected to be recognized within the next twelve months , with the remaining $ 11.2 million expected to be recognized thereafter as we satisfy our performance obligations. We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component.
CONTRACT BALANCES
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 a contract. Contract liabilities relate to payments received in advance of performance under a contract and are recognized as revenue as, or when, we perform under a contract.
The following table summarizes revenue recognized during the three and nine months ended September 30, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenue recognized from contract liability balance at the beginning of the year $ 3,649 $ 2,122 $ 19,497 $ 20,377
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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, 2025 and 2024:
Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Total
September 30, 2025
Pulpwood $ 22,261 $ 1,229 — $ 23,490
Sawtimber 27,860 17,102 — 44,962
Hardwood 2,080 — — 2,080
Total Timber Sales 52,201 18,331 — 70,532
License Revenue, Primarily from Hunting 5,346 230 — 5,576
Land-Based Solutions (a) 2,822 32 — 2,854
Other Non-Timber Revenue 6,465 1,348 — 7,813
Total Non-Timber Sales 14,633 1,610 — 16,243
Improved Development — — 20,590 20,590
Rural — — 7,311 7,311
Timberland & Non-Strategic — — 53,500 53,500
Deferred Revenue/Other (b) — — 8,882 8,882
Total Real Estate Sales — — 90,283 90,283
Revenue from Contracts with Customers 66,834 19,941 90,283 177,058
Lease Revenue — — 473 473
Total Revenue $ 66,834 $ 19,941 $ 90,756 $ 177,531
Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Total
September 30, 2024
Pulpwood $ 23,182 $ 1,318 — $ 24,500
Sawtimber 21,034 24,378 — 45,412
Hardwood 1,136 — — 1,136
Total Timber Sales 45,352 25,696 — 71,048
Trading (c) 397 4,378 — 4,775
License Revenue, Primarily from Hunting 5,348 290 — 5,638
Land-Based Solutions (a) 2,767 10 — 2,777
Other Non-Timber Revenue 8,552 1,252 — 9,804
Total Non-Timber Sales 17,064 5,930 — 22,994
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 62,416 31,626 29,606 123,648
Lease Revenue — — 455 455
Total Revenue $ 62,416 $ 31,626 $ 30,061 $ 124,103
(a) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
(b) Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales.
(c) Consists of log trading sales which are now included in the Southern Timber and Pacific Northwest Timber segments. See Note 3 — Segment and Geographical Information for further discussion of our reportable segments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Total
September 30, 2025
Pulpwood $ 61,495 $ 3,754 — $ 65,249
Sawtimber 71,830 56,110 — 127,940
Hardwood 4,531 — — 4,531
Total Timber Sales 137,856 59,864 — 197,720
Trading (a) — 1,805 — 1,805
License Revenue, Primarily From Hunting 15,912 426 — 16,338
Land-Based Solutions (b) 8,357 93 — 8,450
Other Non-Timber Revenue 8,977 3,345 — 12,322
Total Non-Timber Sales 33,246 5,669 — 38,915
Improved Development — — 32,368 32,368
Unimproved Development — — 3,000 3,000
Rural — — 28,314 28,314
Timberland & Non-Strategic — — 53,500 53,500
Deferred Revenue/Other (c) — — 12,047 12,047
Total Real Estate Sales — — 129,229 129,229
Revenue from Contracts with Customers 171,102 65,533 129,229 365,864
Lease Revenue — — 1,126 1,126
Total Revenue $ 171,102 $ 65,533 $ 130,355 $ 366,990
Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Total
September 30, 2024
Pulpwood $ 73,141 $ 4,329 — $ 77,470
Sawtimber 79,973 68,495 — 148,468
Hardwood 3,003 — — 3,003
Total Timber Sales 156,117 72,824 — 228,941
Trading (a) 1,223 7,083 — 8,306
License Revenue, Primarily from Hunting 15,907 515 — 16,422
Land-Based Solutions (b) 7,062 30 — 7,092
Other Non-Timber Revenue 12,236 3,354 — 15,590
Total Non-Timber Sales 36,428 10,982 — 47,410
Improved Development — — 16,399 16,399
Rural — — 29,964 29,964
Timberland & Non-Strategic — — 610 610
Conservation Easement — — 1,101 1,101
Deferred Revenue/Other (c) — — 11,902 11,902
Total Real Estate Sales — — 59,976 59,976
Revenue from Contracts with Customers 192,545 83,806 59,976 336,327
Lease Revenue — — 1,119 1,119
Total Revenue $ 192,545 $ 83,806 $ 61,095 $ 337,446
(a) Consists of log trading sales which are now included in the Southern Timber and Pacific Northwest Timber segments. See Note 3 — Segment and Geographical Information for further discussion of our reportable segments.
(b) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
(c) Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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, 2025 and 2024:
Three Months Ended Southern Timber Pacific Northwest Timber Total
September 30, 2025
Stumpage Pay-as-Cut $ 26,112 — $ 26,112
Stumpage Lump Sum 368 646 1,014
Total Stumpage 26,480 646 27,126
Delivered Wood (Domestic) 25,721 17,685 43,406
Total Delivered 25,721 17,685 43,406
Total Timber Sales $ 52,201 $ 18,331 $ 70,532
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 44,345
Delivered Wood (Export) 712 1,238 1,950
Total Delivered 24,445 21,850 46,295
Total Timber Sales $ 45,352 $ 25,696 $ 71,048
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Nine Months Ended Southern Timber Pacific Northwest Timber Total
September 30, 2025
Stumpage Pay-as-Cut $ 63,225 — $ 63,225
Stumpage Lump Sum 794 2,356 3,150
Total Stumpage 64,019 2,356 66,375
Delivered Wood (Domestic) 73,837 57,465 131,302
Delivered Wood (Export) — 43 43
Total Delivered 73,837 57,508 131,345
Total Timber Sales $ 137,856 $ 59,864 $ 197,720
September 30, 2024
Stumpage Pay-as-Cut $ 80,531 $ 8 $ 80,539
Stumpage Lump Sum
— 7,381 7,381
Total Stumpage 80,531 7,389 87,920
Delivered Wood (Domestic)
70,851 61,513 132,364
Delivered Wood (Export)
4,735 3,922 8,657
Total Delivered 75,586 65,435 141,021
Total Timber Sales
$ 156,117 $ 72,824 $ 228,941
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
5. NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES
Matariki Forestry Group
Prior to the sale of our New Zealand operations on June 30, 2025, we maintained a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns and leases New Zealand timberland. Accordingly, we consolidated the New Zealand subsidiary’s balance sheet and results of operations. Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Net (income) loss attributable to noncontrolling interests in consolidated affiliates.”
Due to the sale of the New Zealand subsidiary, we have deconsolidated its balance sheet as of June 30, 2025, and its income (loss) has been 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
Noncontrolling interests in the Operating Partnership represents the third-party ownership of Redeemable Operating Partnership Units. Net income attributable to the noncontrolling interests in the Operating Partnership is computed by applying the weighted average Redeemable Operating Partnership Units outstanding during the period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income for the period. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the Operating Partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption.
The following table sets forth the Company’s noncontrolling interests in the Operating Partnership:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Beginning noncontrolling interests in the Operating Partnership
$ 53,353 $ 59,047 $ 51,843 $ 81,651
Adjustment of noncontrolling interests in the Operating Partnership
1,350 6,476 ( 3,823 ) ( 1,325 )
Conversions of Redeemable Operating Partnership Units to common shares
( 8,058 ) ( 643 ) ( 8,304 ) ( 14,070 )
Net income attributable to noncontrolling interests in the Operating Partnership
522 391 5,952 437
Other comprehensive loss attributable to noncontrolling interests in the Operating Partnership
( 450 ) ( 77 ) ( 496 ) ( 323 )
Distributions to noncontrolling interests in the Operating Partnership
( 475 ) ( 528 ) ( 1,611 ) ( 1,704 )
Issuance of Redeemable Operating Partnership Units (a) — — 2,681 —
Total noncontrolling interests in the Operating Partnership
$ 46,242 $ 64,666 $ 46,242 $ 64,666
(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
6. EARNINGS PER SHARE AND PER UNIT
Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc. by the weighted average number of common shares outstanding. Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests (“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 earnings per common share of the Company:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Basic earnings per common share
Numerator:
Net income from continuing operations $ 43,709 $ 22,240 $ 47,885 $ 13,834
Less: Net income from continuing operations attributable to NCI in the Operating Partnership ( 522 ) ( 298 ) ( 577 ) ( 181 )
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates — 10 — 34
Net income from continuing operations attributable to Rayonier Inc. $ 43,187 $ 21,952 $ 47,308 $ 13,687
Net income from discontinued operations — $ 8,202 $ 406,346 $ 21,949
Less: Net income from discontinued operations attributable to NCI in the Operating Partnership — ( 93 ) ( 5,375 ) ( 256 )
Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )
Net income from discontinued operations attributable to Rayonier Inc. — $ 6,806 $ 401,163 $ 18,331
Net income $ 43,709 $ 30,442 $ 454,231 $ 35,783
Less: Net income attributable to NCI in the Operating Partnership ( 522 ) ( 391 ) ( 5,952 ) ( 437 )
Less: Net (income) loss attributable to NCI in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )
Net income attributable to Rayonier Inc. $ 43,187 $ 28,758 $ 448,471 $ 32,018
Denominator:
Denominator for basic earnings per common share - weighted average shares 154,306,240 148,984,534 154,509,107 148,821,306
Basic earnings per common share attributable to Rayonier Inc.:
Continuing operations $ 0.28 $ 0.15 $ 0.31 $ 0.09
Discontinued operations — $ 0.05 $ 2.60 $ 0.12
Basic earnings per common share $ 0.28 $ 0.19 $ 2.90 $ 0.22
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following table provides details of the calculation of diluted earnings per common share of the Company:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Diluted earnings per common share
Numerator:
Net income from continuing operations $ 43,709 $ 22,240 $ 47,885 $ 13,834
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates — 10 — 34
Net income from continuing operations attributable to Rayonier Inc. used for determining diluted earnings per common share $ 43,709 $ 22,250 $ 47,885 $ 13,868
Net income from discontinued operations — $ 8,202 $ 406,346 $ 21,949
Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )
Net income from discontinued operations attributable to Rayonier Inc. used for determining diluted earnings per common share — $ 6,899 $ 406,538 $ 18,587
Net income $ 43,709 $ 30,442 $ 454,231 $ 35,783
Less: Net (income) loss attributable to NCI in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )
Net income attributable to Rayonier Inc. used for determining diluted earnings per common share $ 43,709 $ 29,149 $ 454,423 $ 32,455
Denominator:
Denominator for basic earnings per common share - weighted average shares 154,306,240 148,984,534 154,509,107 148,821,306
Add: Dilutive effect of:
Stock options — — — 55
Performance shares, restricted shares and restricted stock units 194,077 281,407 192,390 403,444
Noncontrolling interests in Operating Partnership units 1,864,367 2,027,053 1,999,949 2,088,013
Contingently issuable shares and units from special dividend — — 841,991 —
Denominator for diluted earnings per common share - adjusted weighted average share 156,364,684 151,292,994 157,543,437 151,312,818
Diluted earnings per common share attributable to Rayonier Inc.:
Continuing operations $ 0.28 $ 0.15 $ 0.30 $ 0.09
Discontinued operations — $ 0.05 $ 2.58 $ 0.12
Diluted earnings per common share $ 0.28 $ 0.19 $ 2.88 $ 0.21
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Anti-dilutive shares excluded from the computations of diluted earnings per common share:
Stock options, performance shares, restricted shares and restricted stock units 324,716 149,609 260,170 149,446
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units.
The following table provides details of the calculation of basic earnings per unit of the Operating Partnership:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Basic earnings per unit
Numerator:
Net income from continuing operations $ 43,709 $ 22,240 $ 47,885 $ 13,834
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates — 10 — 34
Net income from continuing operations available to unitholders $ 43,709 $ 22,250 $ 47,885 $ 13,868
Net income from discontinued operations — $ 8,202 $ 406,346 $ 21,949
Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )
Net income from discontinued operations available to unitholders — $ 6,899 $ 406,538 $ 18,587
Net income $ 43,709 $ 30,442 $ 454,231 $ 35,783
Less: Net (income) loss attributable to NCI in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )
Net income available to unitholders $ 43,709 $ 29,149 $ 454,423 $ 32,455
Denominator:
Denominator for basic earnings per unit - weighted average units 156,170,607 151,011,587 156,509,056 150,909,319
Basic earnings per unit attributable to Rayonier, L.P.:
Continuing operations $ 0.28 $ 0.15 $ 0.31 $ 0.09
Discontinued operations — $ 0.05 $ 2.60 $ 0.12
Basic earnings per unit $ 0.28 $ 0.19 $ 2.90 $ 0.22
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following table provides details of the calculation of diluted earnings per unit of the Operating Partnership:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Diluted earnings per unit
Numerator:
Net income from continuing operations $ 43,709 $ 22,240 $ 47,885 $ 13,834
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates — 10 — 34
Net income from continuing operations available to unitholders $ 43,709 $ 22,250 $ 47,885 $ 13,868
Net income from discontinued operations — $ 8,202 $ 406,346 $ 21,949
Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )
Net income from discontinued operations available to unitholders — $ 6,899 $ 406,538 $ 18,587
Net income $ 43,709 $ 30,442 $ 454,231 $ 35,783
Less: Net (income) loss attributable to NCI in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )
Net income available to unitholders $ 43,709 $ 29,149 $ 454,423 $ 32,455
Denominator:
Denominator for basic earnings per unit - weighted average units 156,170,607 151,011,587 156,509,056 150,909,319
Add: Dilutive effect of unit equivalents:
Stock options — — — 55
Performance shares, restricted shares and restricted stock units 194,077 281,407 192,390 403,444
Contingently issuable shares and units from special dividend — — 841,991 —
Denominator for diluted earnings per unit - adjusted weighted average units 156,364,684 151,292,994 157,543,437 151,312,818
Diluted earnings per unit attributable to Rayonier, L.P.:
Continuing operations $ 0.28 $ 0.15 $ 0.30 $ 0.09
Discontinued operations — $ 0.05 $ 2.58 $ 0.12
Diluted earnings per unit $ 0.28 $ 0.19 $ 2.88 $ 0.21
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit:
Stock options, performance shares, restricted shares and restricted stock units 324,716 149,609 260,170 149,446
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
7. DEBT
Our debt consisted of the following at September 30, 2025:
September 30, 2025
Debt
Senior Notes due 2031 at a fixed interest rate of 2.75 %
$ 450,000
2015 Term Loan borrowings due 2028 at a variable interest rate of 5.94 %
200,000
2016 Incremental Term Loan borrowings due 2026 at a variable interest rate of 6.09 %
200,000
2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of 6.26 %
200,000
Total principal debt 1,050,000
Less: Current maturities of long-term debt, net of deferred financing costs of $ 31
( 199,969 )
Less: Unamortized discounts ( 2,167 )
Less: Deferred financing costs ( 2,745 )
Total long-term debt, net $ 845,119
The following table contains information on the outstanding variable rate debt as of September 30, 2025:
Debt Periodic Interest Rate Effective Fixed Interest Rate (a)
2015 Term Loan Daily Simple SOFR + 1.60 %
2.11 %
2016 Incremental Term Loan Daily Simple SOFR + 1.75 %
2.39 %
2021 Incremental Term Loan Daily Simple SOFR + 1.92 %
1.72 %
(a) Effective interest rate is after consideration of interest rate swaps and estimated patronage.
Principal payments due during the next five years and thereafter are as follows:
Total
2025 —
2026 $ 200,000
2027 —
2028 200,000
2029 200,000
Thereafter 450,000
Total debt $ 1,050,000
2025 DEBT ACTIVITY
REVOLVING CREDIT FACILITY
In August 2025, we amended and restated our credit agreement, primarily to extend the maturity date of the Revolving Credit Facility. The maturity of the $ 300 million Revolving Credit Facility was extended from June 2026 to August 2030.
In connection with the amendment, we concurrently modified the following terms:
• The commitment under the Revolving Credit Facility was reduced from $ 300 million to $ 200 million.
• The 0.1 % credit spread adjustment previously added to the Revolving Credit Facility during the 2022 transition from LIBOR to SOFR was eliminated.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
• The 0.1 % credit spread adjustment on each of our three Term Loans was merged into the respective Term loan’s base rate. This modification resulted in no change to the all-in fixed rate for each Term loan.
In connection with the amendments, we recorded deferred financing costs in the amount of $ 0.8 million, which will be amortized to interest expense over the term of the extended credit agreement.
During the nine months ended September 30, 2025, we made no borrowings or repayments on our Revolving Credit Facility. At September 30, 2025, we had available borrowings of $ 192.4 million under the Revolving Credit Facility, net of $ 7.6 million securing 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.
The covenants listed below, which are the most significant financial covenants in effect as of September 30, 2025, are calculated on a trailing 12-month basis:
Covenant Requirement Actual Ratio Favorable
Covenant EBITDA to consolidated interest expense should not be less than 2.5 to 1
10.9 to 1
8.4
Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 33 % 32 %
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. Prior to the sale of our New Zealand subsidiary, we obtained a consent agreement from the lenders party to the aforementioned term loan and incremental term loan agreements, as well as our revolving credit facility, which provided a one-time modification to waive certain disposition-related covenants contained therein. Therefore, the consideration received from the New Zealand disposition did not count towards our defined disposition limits. At September 30, 2025, we were in compliance with all applicable covenants.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
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 that are designated and qualify as cash flow hedges are initially recorded in accumulated other comprehensive income (“AOCI”) and subsequently reclassified into earnings when the hedged transaction occurs. Changes in the fair value of derivatives not designated as hedges, or those that cease to be effective, are recognized immediately in earnings.
INTEREST RATE PRODUCTS
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, the gains or losses from changes in their fair value are reported in AOCI and are reclassified to interest expense in the period the hedged interest payments affect earnings.
In the event that a cash flow hedge is de-designated or terminated while the hedged item remains, the unrealized gain or loss on the hedge at the time of de-designation remains in AOCI and is amortized to interest expense on a straight-line basis over the remaining life of the hedged item. Conversely, 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, 2025:
Outstanding Interest Rate Swaps (a)
Date Entered Into Term Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt Total Effective Interest Rate (b)
April 2016 10 years $ 100,000 2016 Incremental Term Loan 1.50 % 1.75 % 3.25 %
April 2016 10 years 100,000 2016 Incremental Term Loan 1.51 % 1.75 % 3.26 %
February 2022 7 years 200,000 2021 Incremental Term Loan
0.67 % 1.92 % 2.59 %
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) Rate is before estimated patronage payments.
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 and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30, Nine Months Ended
September 30,
Income Statement Location 2025 2024 2025 2024
Derivatives designated as cash flow hedges:
Interest rate products Other comprehensive income (loss), relating to continuing operations $ 865 ($ 14,949 ) ($ 4,821 ) $ 5,273
Interest expense, net ( 4,614 ) ( 6,822 ) ( 13,654 ) ( 21,379 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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 $ 11.9 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:
Interest rate products (a) $ 11,908
Total estimated net gain on derivatives contracts $ 11,908
(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 at September 30, 2025 and December 31, 2024:
Notional Amount
September 30, 2025 December 31, 2024
Derivatives designated as cash flow hedges:
Interest rate swaps $ 600,000 $ 600,000
The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:
Location on Balance Sheet Fair Value Assets / (Liabilities) (a)
September 30, 2025 December 31, 2024
Derivatives designated as cash flow hedges:
Interest rate swaps Other current assets $ 2,634 —
Other assets 27,548 49,353
Total derivative assets $ 30,182 $ 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
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
9. FAIR VALUE MEASUREMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1.
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, 2025 and December 31, 2024, using market information valuation methodologies we believe are appropriate under GAAP:
September 30, 2025 December 31, 2024
Asset (Liability) (a) Carrying
Amount Fair Value Carrying
Amount Fair Value
Level 1 Level 2 Level 1 Level 2
Cash and cash equivalents $ 919,582 $ 919,582 — $ 303,065 $ 303,065 —
Restricted cash, current (b) — — — 19,366 19,366 —
Restricted cash, non-current (b) 677 677 — 676 676 —
Current maturities of long-term debt (c) ( 199,969 ) — ( 200,000 ) — — —
Long-term debt (c) ( 845,119 ) — ( 804,100 ) ( 1,044,410 ) — ( 980,970 )
Interest rate swaps (d) 30,182 — 30,182 49,353 — 49,353
Noncontrolling interests in the Operating Partnership (e) 46,242 — 46,242 51,843 — 51,843
(a) We did not have Level 3 assets or liabilities at September 30, 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.
(c) The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt. See Note 7 — Debt for additional information.
(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, 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.
We use the following methods and assumptions in estimating the fair value of our financial instruments:
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 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.
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
10. CONTINGENCIES
We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow.
11. ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
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, and may not have 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 September 30, 2025 are shown below:
Port Gamble, WA
Non-current portion at December 31, 2024
$ 3,610
Plus: Current portion 4,283
Total Balance at December 31, 2024
7,893
Expenditures charged to liabilities ( 4,109 )
Increase to liabilities (a) 2,688
Total Balance at September 30, 2025
6,472
Less: Current portion ( 2,284 )
Non-current portion at September 30, 2025
$ 4,188
(a) The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the nine months ended September 30, 2025.
Upland mill site cleanup activities have been completed, and we anticipate that NRD restoration will be completed within the next year. Monitoring activities associated with the Port Gamble Bay, mill site, and landfills will continue for an additional 15 to 20 years. NRD costs are subject to change as the restoration projects progress. It is reasonably possible that these components of the liability may increase as construction continues. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount.
We do not currently anticipate any material loss in excess of the amounts accrued; however, we are not able to estimate a possible loss or range of loss, if any, in excess of the established liabilities. Our future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations, and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
12. GUARANTEES
We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.
As of September 30, 2025, the following financial guarantees were outstanding:
Financial Commitments (a) Maximum Potential
Payment
Standby letters of credit (b) $ 7,646
Surety bonds (c) 45,790
Total financial commitments $ 53,436
(a) We have not recorded any liabilities for these financial commitments in our Consolidated Balance Sheets. 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 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 in 2025 and 2026 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
13. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
We routinely assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. 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, 2024 to September 30, 2025 are shown below:
Higher and Better Use Timberlands and Real Estate Development Investments
Land and Timber Development Investments Total
Non-current portion at December 31, 2024
$ 86,832 $ 22,778 $ 109,610
Plus: Current portion (a) 1,402 28,206 29,608
Total Balance at December 31, 2024
88,234 50,984 139,218
Non-cash cost of land and improved development ( 1,197 ) ( 24,286 ) ( 25,483 )
Amortization of parcel real estate development investments — ( 4,210 ) ( 4,210 )
Timber depletion from harvesting activities and basis of timber sold in real estate sales ( 1,832 ) — ( 1,832 )
Capitalized real estate development investments (b) — 15,681 15,681
Capital expenditures (silviculture) 98 — 98
Intersegment transfers 9,315 — 9,315
Other (c) ( 7,048 ) — ( 7,048 )
Total Balance at September 30, 2025
87,570 38,169 125,739
Less: Current portion (a) ( 2,491 ) ( 13,712 ) ( 16,203 )
Non-current portion at September 30, 2025
$ 85,079 $ 24,457 $ 109,536
(a) The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 14 — Inventory for additional information.
(b) Capitalized real estate development investments include $ 0.7 million of capitalized interest and $ 3.8 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year.
(c) Other includes a $ 7.0 million non-cash asset impairment charge recognized on certain Higher and Better Use Timberland assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The Company identified indicators of impairment, principally observed decreases in the market value of the underlying real property assets. Accordingly, the Company performed a long-lived asset impairment analysis and determined that the carrying value of these assets exceeded their estimated fair value. The resulting impairment charge was measured as the amount by which the carrying value of the impaired assets exceeded their estimated fair value. The estimated fair value was determined using projected discounted future cash flows, incorporating relevant and updated market data as of the measurement date.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
14. INVENTORY
As of September 30, 2025 and December 31, 2024, our inventory consisted entirely of finished goods, as follows:
September 30, 2025 December 31, 2024
Finished goods inventory
Real estate inventory (a) $ 16,203 $ 29,608
Log inventory — 1,271
Total inventory $ 16,203 $ 30,879
(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.
15. OTHER OPERATING INCOME (EXPENSE), NET
Other operating income (expense), net consisted of the following:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Gain (loss) on sale or disposal of property, plant and equipment $ 23 — ($ 105 ) $ 13
Restructuring charges (a) — — ( 1,110 ) —
Costs related to disposition initiatives (b) — ( 664 ) — ( 849 )
Miscellaneous income, net 290 1 144 21
Total $ 313 ($ 663 ) ($ 1,071 ) ($ 815 )
(a) Restructuring charges include severance costs related to workforce optimization initiatives.
(b) 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
16. INCOME TAXES
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, 2025, Rayonier owns a 98.9 % 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.
Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS. The TRS subsidiaries are subject to United States federal and state corporate income tax.
PROVISION FOR INCOME TAXES
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,
2025 2024 2025 2024
Income tax (expense) benefit (a) — ($ 10 ) ($ 291 ) $ 981
(a) The nine months ended September 30, 2024 included a $ 1.2 million income tax benefit related to the pension settlement.
ANNUAL EFFECTIVE TAX RATE
The Company’s effective tax rate after discrete items is below the 21.0 % U.S. 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 for its continuing operations:
Nine Months Ended
September 30,
2025 2024
Annualized effective tax rate after discrete items 0.6 % ( 7.6 %)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in AOCI by component for the nine months ended September 30, 2025 and the year ended December 31, 2024. All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.
Foreign currency translation (losses) gains Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P. Allocation of Operating Partnership Total Rayonier Inc.
Balance as of December 31, 2023
($ 19,533 ) $ 1,321 $ 55,846 ($ 9,616 ) $ 28,018 ($ 3,367 ) $ 24,651
Other comprehensive (loss) income before reclassifications ( 31,616 ) — 13,713 (a) 5,251 ( 12,652 ) 163 ( 12,489 )
Amounts reclassified from accumulated other comprehensive (loss) income — — ( 27,826 ) 4,595 (b) ( 23,231 ) 640 ( 22,591 )
Net other comprehensive (loss) income ( 31,616 ) — ( 14,113 ) 9,846 ( 35,883 ) 803 ( 35,080 )
Balance as of December 31, 2024
($ 51,149 ) $ 1,321 $ 41,733 $ 230 ($ 7,865 ) ($ 2,564 ) ($ 10,429 )
Other comprehensive income (loss) before reclassifications 19,766 — 1,265 (a) — 21,031 ( 93 ) 20,938
Amounts reclassified from accumulated other comprehensive (loss) income — — ( 12,749 ) ( 5 ) (b) ( 12,754 ) 589 ( 12,165 )
Amounts reclassified from accumulated other comprehensive (loss) income due to deconsolidation of discontinued operations 31,383 (c) ( 1,321 ) (c) ( 994 ) (c) — 29,068 — 29,068
Net other comprehensive income (loss) 51,149 ( 1,321 ) ( 12,478 ) ( 5 ) 37,345 496 37,841
Balance as of
September 30, 2025
— — $ 29,255 $ 225 $ 29,480 ($ 2,068 ) $ 27,412
(a) The nine months ended September 30, 2025 includes $ 4.8 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 (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.
(c) The nine months ended September 30, 2025 includes $ 29.1 million of other comprehensive loss related to the deconsolidation of discontinued operations that was reclassified from AOCI to gain on sale of discontinued operations in the Consolidated Statements of Income and Comprehensive Income (Loss).
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(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the nine months ended September 30, 2025 and September 30, 2024:
Details about accumulated other comprehensive income (loss) components Amount reclassified from accumulated other comprehensive (loss) income Affected line item in the Income Statement
September 30, 2025 September 30, 2024
Realized loss on foreign currency exchange contracts $ 1,592 $ 1,742 Income from operations of discontinued operations, net of tax
Realized loss on foreign currency option contracts 40 13 Income from operations of discontinued operations, net of tax
Noncontrolling interests ( 376 ) ( 404 ) Comprehensive loss attributable to noncontrolling interests
Realized gain on interest rate contracts ( 13,654 ) ( 21,379 ) Interest expense, net
Income tax effect from net loss on foreign currency contracts ( 351 ) ( 378 ) Income from operations of discontinued operations, net of tax
Net gain on cash flow hedges reclassified from accumulated other comprehensive loss ($ 12,749 ) ($ 20,406 )
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(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
18. RESTRICTED CASH
Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary and cash held in escrow. In order to qualify for LKE treatment, the proceeds from real estate sales must be deposited with a third-party intermediary. These proceeds are accounted for as restricted cash until a suitable replacement property is acquired. In the event LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash. Additionally, restricted cash 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:
September 30, December 31, September 30,
2025 2024 2024
Restricted cash, current:
Restricted cash deposited with LKE intermediary — $ 19,366 —
Total restricted cash, current: — 19,366 —
Restricted cash, non-current:
Restricted cash held in escrow 677 676 676
Restricted cash deposited with LKE intermediary — — 2,345
Total restricted cash, non-current: 677 676 3,021
Total restricted cash shown in the Consolidated Balance Sheets 677 20,042 3,021
Cash and cash equivalents 919,582 303,065 51,946
Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows $ 920,259 $ 323,107 $ 54,967
19. 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 $ 3.4 million and $ 5.4 million, as of September 30, 2025, and December 31, 2024, respectively. As the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized during the nine months ended September 30, 2025.
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