ANNUALREPORT’22
Financial Highlights:
(Dollars in millions)
Sales & Earnings
Sales
Pro Forma Revenue (Sales)(a)
Operating Income
Pro Forma Operating Income(a)
Net Income attributable to Rayonier, L.P.
Net Income attributable to Rayonier Inc.
Pro Forma Net Income(a)
Adjusted EBITDA By Segment (b)
Southern Timber
Pacific Northwest Timber
New Zealand Timber
Timber Funds
Real Estate
Trading
(–) Corporate/Other
Total Adjusted EBITDA
Cash Flow
Cash provided by Operating Activities
Cash Available for Distribution(b)
Debt & Debt Ratios
Debt (excluding Timber Funds)(c
Cash and Cash Equivalents (excluding Timber Funds)
Net Debt
Net Debt to Enterprise Value(d)
)
2022
2021
2020
$ 909.1
878.6
165.8
138.5
109.5
107.1
91.5
$ 156.9
63.9
54.5
–
72.7
0.4
(34.2)
$ 314.2
$ 1,109.6
863.1
269.8
161.6
157.1
152.6
94.1
$ 120.2
57.3
78.5
2.3
100.7
0.1
(29.4)
$ 859.2
720.4
74.4
82.3
37.6
37.1
33.1
$ 109.1
37.1
55.0
1.8
91.4
(0.5)
(26.6)
$ 329.8
$ 267.4
$ 269.2
188.5
$ 325.1
207.8
$ 204.2
162.4
$ 1,523.1
114.3
1,408.8
$ 1,376.1
358.7
1,017.4
$1,294.9
80.5
1,214.4
22%
14%
23%
(a) These non-GAAP measures are defined and reconciled on page 9.
(b) Adjusted EBITDA and Cash Available for Distribution (CAD) are non-GAAP measures defined and reconciled on pages 53, 54, and 55 within this Annual Report on Form 10-K.
(c) Total debt as of December 31, 2022, 2021, and 2020 reflects the principal on long-term debt, net of fair market value adjustments and gross of deferred financing costs and unamortized
discounts of $8.4, $8.3, and $2.5 million, respectively.
(d) Enterprise value based on equity market capitalization (including Rayonier, L.P. units) plus net debt based on Rayonier Inc.’s share price at year-end.
(e) Excludes Timber Funds.
Adjusted EBITDA(b)
(Dollars in millions)
Total Harvest(e)
(Tons in millions)
CAD(b)
(Dollars in millions)
$360
270
180
90
–
12
9
6
3
–
$240
180
120
60
–
2020
2021
2022
2020
2021
2022
2020
2021
2022
01
Dear Fellow
Shareholders:
The deteriorating macroeconomic climate that we experienced
throughout 2022, including geopolitical and economic repercussions
stemming from the war in Ukraine, lingering COVID-related market
disruptions, inflationary pressures across the globe, and higher
interest rates, made for a challenging operating environment. Yet
for Rayonier, it also reinforced the inherent benefits of our pure-play
timber REIT model. The positioning of our portfolio in some of the
best global softwood timber markets not only helped us weather
these macroeconomic headwinds, but also helped deliver one of
our strongest full-year Adjusted EBITDA results since our separation
into a pure-play timberland REIT in 2014.
2022 In Review
Full-year 2022 net income attributable to Rayonier was $107 million,
or $0.73 per share, which included the impact from Large
Dispositions and a timber write-off resulting from a fire casualty
event. Excluding these items and adjusting for pro forma net
income adjustments attributable to noncontrolling interests in
the operating partnership, full-year pro forma net income was
$92 million, or $0.62 per share, which compares to pro forma
net income of $94 million, or $0.67 per share, in 2021.
We generated total Adjusted EBITDA in 2022 of $314 million—5%
lower than the prior year total of $330 million—as market condi-
tions deteriorated during the course of the year in response to
growing macroeconomic uncertainty, inflationary pressures,
and a slowing housing market. Nevertheless, we enjoyed a
record full-year Adjusted EBITDA contribution of $275 million
from our three timber segments, including record full-year
results in both our Southern Timber and Pacific Northwest
Timber segments. Full-year Cash Available for Distribution
(CAD) was $189 million, representing a 9% decrease from the
$208 million of CAD we generated in 2021.
In our Southern Timber segment, full-year weighted average
stumpage prices were up 18% in 2022 versus 2021, which when
combined with 10% higher harvest levels resulting from previous
acquisitions and a 12% increase in non-timber sales, translated to
record segment Adjusted EBITDA. Our Pacific Northwest Timber
segment also generated record segment Adjusted EBITDA, bene-
fiting from a 17% increase in weighted average delivered log
prices, which more than offset a 5% decrease in both harvest
volume and non-timber sales. These strong results were partially
offset by weaker results in our New Zealand Timber segment,
which experienced a 10% decrease in delivered log prices driven
by COVID-related market slowdowns in China. While segment
022022 Annual Report
Pine plantations in Texas
Adjusted EBITDA was down 31%, a bright spot for New Zealand
results was a $20 million increase in non-timber revenue driven
by a significant increase in carbon credit sales. Real Estate
segment Adjusted EBITDA was down 28% from an exceptionally
strong 2021 as the prior year included a large Unimproved
Development transaction.
Capital Allocation, Capital Allocation,
Capital Allocation
The long-term success of our company is largely driven by our
ability to effectively allocate capital. In that context, we have
always stressed the importance of nimble capital allocation, as
no one has a perfect line of sight to future movements in capital
markets or changes in asset values. At different points in time,
we have sought to capture value for our shareholders by both
buying back stock and issuing stock, being active as both a
buyer and seller of timberlands, and investing capital in real
estate development projects to help catalyze future demand. All
of our capital allocation initiatives are conducted with a view
toward building long-term net asset value (NAV) per share. I am
particularly proud of the work our team did in this arena in 2022,
both from a planning and execution standpoint.
On the heels of the 2020 Pope Resources acquisition, our trailing
net debt to Adjusted EBITDA ratio of 4.9x was at the higher end
of our comfort level. Since then, our team has worked diligently to
not only integrate the Pope Resources assets and people, but also
to rationalize a portion of this portfolio to create incremental bal-
ance sheet capacity. To this end, we sold the private equity timber
fund business as well as a subset of Pope’s real estate portfolio.
To date, we have returned $144 million of cash from these asset
sales at values well in excess of our original underwriting, thereby
allowing us to defray 90% of the original cash consideration paid
for the Pope Resources acquisition.
The addition of Pope’s 124,000 acres of high-quality western
Washington timberlands also allowed us greater flexibility to ratio-
nalize our legacy Rayonier timberland portfolio in Washington
state. Subsequent to closing the Pope Resources acquisition, we
completed three Large Dispositions of legacy Rayonier timber-
lands, selling lands of below average quality and higher operating
costs relative to our broader Pacific Northwest portfolio. These
transactions, which totaled 28,000 acres for total cash proceeds
of $87 million, exemplify our active portfolio management philos-
ophy and equate to “addition by subtraction” by improving our
overall portfolio quality.
Following the Pope Resources transaction, we also launched a
$300 million At-The-Market (ATM) equity offering program,
designed to opportunistically raise incremental equity capital
during open trading windows. We completed this authorization in
late 2022 and subsequently launched a new $300 million ATM
program. Since initiating our first ATM program in 2020, we’ve
032022 Annual Report
issued 9.0 million shares at an average price of $36.43 per share,
generating $329 million in gross proceeds. Overall, we have been
pleased with the success of our ATM program, which we view as
an efficient, low-cost vehicle to raise equity capital for bolt-on
acquisitions and other capital allocation priorities.
All of these efforts, along with the completion of several financing
and debt restructuring transactions in 2021 designed to lower
our cost of debt and extend our maturity profile, allowed us to
significantly strengthen our balance sheet and build additional
acquisition capacity for the right opportunity.
2022 Timberland Acquisitions
in the U.S. South
While we’ve worked hard to create balance sheet flexibility and are
always striving to improve our timberland portfolio, it’s important to
note that we don’t believe in growth for growth’s sake. Our focus
instead is to look for opportunities to improve the quality of our
portfolio, grow in the most tensioned wood baskets, complement
our existing age-class structure, and drive improvements in our
sustainable yield. In addition to being nimble and opportunistic with
respect to capital allocation, we believe that it’s equally important to
remain disciplined on acquisition underwriting, especially as we
enter a period in which we’ve seen carbon optionality driving
increased competition for timberland properties. Lastly, while we
tend to place more emphasis on negotiated transactions, we don’t
shy away from auctions when we see a property come to market
with a strong fit to our underwriting criteria.
Such was the case in 2022, when we identified two particularly
attractive properties from the same seller in the U.S. South,
comprising a total of 138,000 acres of well-stocked timberlands
located in Texas, Louisiana, Alabama, and Georgia. The fit to our
existing portfolio in each geography was outstanding, and the
fact that we knew these markets well significantly mitigated
the execution risk that would otherwise be associated with
buying timberlands in a new geography. Properties of this
quality and fit don’t come along very often, so we were very
pleased to successfully acquire these properties late in the
year for total consideration of $454 million—our largest cash
transaction in two decades.
Consistent with our portfolio management strategy, these acqui-
sitions improved the overall quality of our U.S. South portfolio,
with higher site index, percent plantation, inventory stocking,
Newly planted pine seedling in Florida
042022 Annual Report
and sustainable yield per acre relative to our legacy U.S. South
portfolio. With a sustainable yield of 4.8 tons per acre per year,
the acquisitions improved our U.S. South sustainable yield by
11% to approximately 7 million tons per year. In addition, the
acquired properties are located in some of the strongest mar-
kets across the U.S. South. Combined with our legacy portfolio,
approximately 71% of our U.S. South portfolio is now located
in top quartile markets (as measured by TimberMart-South
composite pricing). We expect these properties will add an
average of approximately $23 million per year to our Adjusted
EBITDA over the first decade of ownership, excluding any
potential upside from higher-and-better-use (HBU) sales and
“nature-based solutions” opportunities. While “fully priced” in line
with the competitive market we’ve seen for recent high-quality
timberland assets, these transactions stack up favorably relative
to transaction precedents in terms of EBITDA per acre, EBITDA
yield, and purchase price EBITDA multiple.
Burgeoning Nature-Based
Solutions Business
Timber as an asset class is enjoying somewhat of a renaissance in
terms of its investment appeal, as prospective buyers are increas-
ingly attracted to the positive environmental and climate attributes
of timberlands. With the ever-increasing urgency to address the
impacts of climate change and the recognition of the role forests
play in sequestering atmospheric carbon, owning timberlands has
taken on many new dimensions. For example, there is an increasing
recognition that we have the potential to sequester more atmo-
spheric carbon and reduce net greenhouse gas (GHG) emissions by
substituting energy-intensive building products, such as concrete
and steel, with wood-based products. In addition, a variety of alter-
native uses for land and fiber are rapidly evolving to support the
low-carbon economy transition, creating significant opportunities
for timberland owners to be providers of nature-based solutions.
Such opportunities include monetizing carbon sequestration in the
form of forestry carbon offsets (in both regulated and voluntary
markets), leasing land for solar installations and wind farms, leasing
land (i.e., pore space) for carbon capture and storage (CCS) projects,
and supplying fiber for bioenergy and sustainable aviation fuel
manufacturing facilities. While some of these opportunities are still
relatively nascent in their development, they all represent increased
future optionality and competition for both wood fiber and land use
more generally, which we believe bodes well for the future value
upside of forestry assets.
We are working diligently across this full spectrum of nature-
based solutions to better understand how these opportunities can
add value to our timberland portfolio over time. We have consider-
able experience working in some of these areas, while others are
relatively new to us over the past few years. As we increasingly
seek out opportunities to be a provider of nature-based solutions,
we are devoting significant additional resources toward both better
understanding these options and working to build business plans
to capitalize on identified opportunities. Of course, we are not
alone in these pursuits. As nature-based solutions have continued
to gain momentum over the past several years, we are seeing
more non-traditional buyers of timberland coming into the asset
class, and we are seeing valuations increase in recognition of
this increased option value.
In particular, forest carbon offset markets have attracted significant
attention in recent years, and we’ve gained considerable experience
in this area through our New Zealand Timber segment. New Zealand
operates a regulated carbon offset market known as the New Zealand
Emissions Trading Scheme, in which registered forests established
after 1989 generate carbon credits, or New Zealand Units (NZUs),
after a forest has been established and while it grows. A portion
of these NZUs are relinquished when the forest is harvested. Over
time, unencumbered NZUs can be sold to GHG emitters, who are
required to buy and retire NZUs to offset their GHG emissions. At
year-end 2022, we had an inventory of 1.6 million unencumbered
NZUs, from which we expect to sell units from time to time into
the open market. In 2022, for example, we generated $20 million
of NZU carbon credit sales.
Unlike New Zealand, the U.S. does not have a regulated carbon
credit market. Instead, there are a number of voluntary carbon
credit markets, each with differing characteristics as well as
perceived quality. Most U.S. forestry carbon offset projects are
based on Improved Forest Management (IFM) standards, where
a timberland property is managed differently than in the past in
order to generate carbon additionality. This might include extending
rotation lengths, growing different species, or otherwise managing
the land in a different manner. The value of such IFM carbon credits
varies widely based on how the carbon registries and market
participants perceive the quality of such credits. Carbon credits
can also be generated from afforestation activity, where land
that has been in alternative uses such as farming or grazing is
converted into forestry. Such afforestation credits, because the
carbon additionality is considered superior to IFM projects, are
typically worth considerably more in carbon credit markets. Rayonier
is currently working on both IFM and afforestation carbon credit
projects in the U.S.
Overall, while it is still too early to assess which nature-based
solutions will become viable long-term business opportunities, we
expect that they will collectively alter our future strategic
approach as a large-scale timberland owner. We are encouraged
by the progress we’ve made to date in better understanding these
opportunities and are beginning to convert some of them into
financial results as we now have in place our first wind farm lease,
our first solar farm lease, and our first CCS lease. We’ve also
closed on a small acquisition that we expect to utilize for our
first afforestation project. To further facilitate progress on these
nature-based solutions opportunities, we have recently restruc-
tured some parts of the organization to bring more senior leadership
attention to this burgeoning field. Returning to the theme of
optionality, we’re confident that the efforts we’re undertaking
052022 Annual Report
around nature-based solutions will both increase our optionality
and add NAV per share going forward.
Climate Smart Forestry Practices
While climate change has and will continue to impact how we
manage our timberlands to mitigate certain risks, we’re also working
to identify future opportunities that might arise from climate change.
Rayonier continues to review the most up-to-date analyses of
climate change produced by the Intergovernmental Panel on
Climate Change as well as government agencies in New Zealand
and the U.S. to determine how climate change will impact our forests.
In general, we expect that carbon dioxide levels, temperatures, and
rainfall will increase in each of our three timber growing regions.
These changes will likely increase the rate of photosynthesis as
well as water-use efficiency in our forests, resulting in a longer
growing season and increased forest productivity across most of
our ownership.
On the other hand, climate change will also increase the frequency
and severity of periodic weather events, such as hurricanes, severe
rainstorms, cold snaps, heat waves, and drought. As a result, we are
actively working to mitigate the risks associated with climate
change by implementing a number of climate smart forestry
practices. Such practices include:
• We are developing an improved understanding of forecasted
regional and subregional climate change to aid our foresters in
decision-making on the ground as well as inform our portfolio
management decisions.
• We are refining our proprietary soil and site classification system,
which maps soil types across our ownership to determine those
sites that are most sensitive to climate change, especially
extreme events such as droughts, heat waves, and floods.
• Our forest genetics program is testing both new species and
improved genotypes, including hybrids, that are better adapted
to future climate conditions. Our seedling nursery operations
are also shifting to a heavier mix of containerized seedlings to
deploy in areas of higher risk of drought in order to improve
initial seedling survival and growth.
• We are working to identify and mitigate insect and disease
threats that may be associated with climate change. For example,
our forest genetics program is developing new genotypes that
are more resistant to insects and diseases to reduce forest
health risks.
• We are working to identify and control invasive plant species
that may become more aggressive in the future as climate
change conditions evolve.
• We are working to improve our road engineering and mainte-
nance practices to reduce the impact of high intensity rainfall
from periodic storms.
• We are analyzing hurricane risks across our ownership and
developing management practices that can be implemented to
minimize those risks.
• We are working to reduce the risk of catastrophic wildfires by
altering stand conditions to reduce fire intensity, while working
with neighbors and fire management agencies to better manage
fires on lands within, and adjacent to, our ownership.
Overall, we expect these climate smart forestry practices to miti-
gate, but not necessarily eliminate, the risks to our timberlands from
climate change. However, we also expect to enjoy productivity
gains as a byproduct of climate change. As we contend with these
risks and opportunities, we expect to leverage our active portfolio
management strategy by moving in and out of various subregions in
an effort to continue to best position our portfolio for the future.
Real Estate Improved Development
Projects Hitting Their Stride
Our real estate business historically sold a mix of HBU rural lands,
non-strategic timberlands, and conservation parcels to a wide
array of buyers. While these types of transactions still comprise the
Heartwood Improved Development project
south of Savannah, Georgia
062022 Annual Report
majority of our real estate activity, following our separation into a
pure-play timber REIT in 2014, we reset our real estate strategy,
expanded our real estate team, and made the decision to invest
capital in two large-scale Improved Development projects in order
to catalyze demand and add value to our neighboring properties.
Our first project—Wildlight, located north of Jacksonville,
Florida—commenced construction in 2016. This project consists
of 24,000 acres for which Rayonier had worked for years to attain
development entitlements. Our second project—Heartwood,
south of Savannah, Georgia—was fully launched in 2020. This
project consists of 20,000 acres, a significant portion of which
has been approved for development. In both cases, we also own
considerable timberland holdings outside the respective project
footprints, which we expect will benefit from future HBU demand.
Both projects have a lot of similarities and have generally followed
a similar model. They are each located adjacent to I-95 inter-
changes, making them attractive for commuting, and each enjoys
an outstanding school district. In both cases, we’ve donated land
inside the project for the construction of new schools. We’ve also
formed key relationships with quality healthcare providers—UF
Health in the Wildlight project and St. Joseph’s/Candler in the
Heartwood project. The substantial investments by these health-
care providers are expected to bolster each project’s success.
Both projects have also benefited from strong regional market
fundamentals as well as a nice diversity of product types, including
single-family, multi-family, build-to-rent, and age-restricted resi-
dential as well as commercial and industrial offerings.
When initiating such large-scale development projects, there is a
need to prove out the concept first in order to draw larger national
builders for later stages of the project. As a result, we started
each project by constructing and selling finished lots to builders,
which entailed considerable capital investment on our part. As both
projects have picked up momentum, we’ve been able to attract
larger builders and sell unfinished pods containing clusters of enti-
tled units for them to construct finished lots with their own capital.
Amid the COVID pandemic, we saw residential property sales
activity pick up considerably in Wildlight, as home buyers were
looking to get out of urban communities and into more natural
settings. This increase in demand allowed us to shift to pod sales
sooner than anticipated and also contributed to an acceleration of
commercial property sales within the project. As a result, we are
well ahead of our original project underwriting in terms of sales
absorption and net capital investment exposure. Our focus now
is to maintain a supply of residential entitlements that are in line
with projected demand from builders.
Our Heartwood project has had a slightly different progression.
The completion of a new I-95 interchange, which opened up access
072022 Annual Report
to both the industrial and residential portions of the project, cou-
pled with increased demand for distribution space as a result of
the COVID pandemic, led to a considerable pickup in activity within
the industrial park portion of the project. With rail access to the
Port of Savannah and the new freeway interchange, we ended up
many years ahead of our original sales projections. Moreover, the
employment opportunities created by the industrial development,
coupled with similar COVID-related migration trends seen in
Wildlight, helped to fuel incremental demand on the residential
portion of the project. Notably, one of the industrial park parcels
that was originally sold to the regional economic development
authority will now be part of a multi-facility investment by Hyundai
to manufacture electric vehicles in the Savannah area. These facil-
ities are projected to add approximately 9,500 jobs and are
expected to materially increase demand for housing within our
Heartwood project.
Overall, we are very pleased with how these two Improved
Development projects within our Real Estate segment are pro-
gressing. We expect these projects will serve as a nice source of
cash flow diversification for many years to come and will further
enhance the value of our surrounding landholdings as well as our
pipeline of future HBU opportunities.
Well Positioned for Future Growth
to deliver strong financial performance while contending with
numerous macroeconomic and market-related challenges during
the year. Our well-diversified portfolio of highly productive tim-
berland properties in some of the strongest global softwood
markets has served us well in managing through some volatile
market conditions as well as setting us up for future success.
I’ve been very pleased with the progress made over the past few
years in growing and improving the quality of our portfolio, which
has better positioned us to capture improved log pricing, higher
land values, and new nature-based solutions revenue streams.
Moreover, I feel that our team, our culture, our timberland assets,
and our strategies are well aligned to achieve future success.
We have an unwavering commitment to our vision of having
best-in-class assets, operations, and disclosure, while also
being the preferred employer for forestry and land management
professionals and the preferred timberland investment vehicle
for institutional investors.
On behalf of our senior leadership team and Board of Directors,
I would like to thank our entire team for their hard work and
commitment to excellence. I would also like to thank our shareholders
for your continued trust in our stewardship of your investment in
Rayonier. As always, we welcome your input and feedback.
While our overall results were down slightly from an exceptionally
strong 2021, I’m extremely proud of how our team worked together
David L. Nunes
Chief Executive Officer
082022 Annual Report
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per-share amounts)
2022
2021
2020
PRO FORMA REVENUE (SALES) (a)
Sales
Sales attributable to noncontrolling interests in Timber Funds
Fund II Timberland Dispositions attributable to Rayonier(b)
Large Dispositions(c)
Pro Forma Revenue (Sales)
PRO FORMA OPERATING INCOME (d)
Operating Income
Timber write-offs resulting from casualty events attributable to Rayonier(e)
Gain associated with the multi-family apartment complex sale attributable to NCI(f)
Gain on investment in Timber Funds(g)
Fund II Timberland Dispositions attributable to Rayonier(b)
Operating (income) loss attributable to NCI in Timber Funds
Costs related to the merger with Pope Resources(h)
Large Dispositions(c)
Pro Forma Operating Income
$ 909.1
—
—
(30.5)
$ 878.6
$ 165.8
0.7
(11.5)
—
—
—
—
(16.6)
$ 138.5
PRO FORMA NET INCOME (i)
Net Income attributable to Rayonier Inc.
Gain on investment in Timber Funds(g)
Fund II Timberland Dispositions attributable to Rayonier(b)
Loss from terminated cash flow hedge(j)
Loss related to debt extinguishments and modifications(k)
Costs related to the merger with Pope Resources(h)
Timber write-offs resulting from casualty events attributable to Rayoni
Large Dispositions(c)
Pro forma net income adjustments attributable to
noncontrolling interests in the operating partnership(l)
er(e)
Pro Forma Net Income
Per
diluted
share
0.73
—
—
—
—
—
—
(0.11)
$ 107.1 $
—
—
—
—
—
0.7
(16.6)
$1,109.6
(159.1)
(31.4)
(56.0)
$ 863.1
$ 269.8
—
—
(7.5)
(10.3)
(45.6)
—
(44.8)
$ 161.6
$ 152.6
(7.5)
(10.3)
2.2
0.2
—
—
(44.8)
$ 859.2
(22.8)
—
(116.0)
$ 720.4
$ 74.4
7.9
—
—
—
11.6
17.2
(28.7)
$ 82.3
$
Per
diluted
share
1.08
(0.05)
(0.07)
0.02
—
—
—
(0.31)
Per
diluted
share
$ 37.1 $ 0.27
—
—
—
—
0.13
0.06
(0.21)
—
—
—
—
17.2
7.9
(28.7)
0.3
—
1.7
—
(0.4)
—
$
91.5
$0.62
$
94.1
$
0.67
$ 33.1 $ 0.25
(a) “Pro forma revenue (sales)” is defined as revenue (sales) adjusted for Large Dispositions, sales attributable to the noncontrolling interests in Timber Funds, and Fund II timberland
dispositions. Rayonier believes that this non-GAAP financial measure provides investors with useful information to evaluate our core business operations because it excludes specific
items that are not indicative of the Company’s ongoing operating results.
(b) “Fund II Timberland Dispositions” represent the disposition of Fund II Timberland assets, which we managed and owned a co-investment stake in. “Fund II Timberland Dispositions
attributable to Rayonier” represents the proportionate share of Fund II Timberland Dispositions that are attributable to Rayonier.
(c) “Large Dispositions” are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value.
(d) “Pro forma operating income” is defined as operating income adjusted for operating income attributable to noncontrolling interests in Timber Funds, the gain associated with the
multi-family apartment complex sale attributable to noncontrolling interests, the gain on investment in Timber Funds, Fund II Timberland Dispositions, costs related to the merger
with Pope Resources, timber write-offs resulting from casualty events, and Large Dispositions. Rayonier believes that this non-GAAP financial measure provides investors with useful
information to evaluate our core business operations because it excludes specific items that are not indicative of the Company’s ongoing operating results.
(e) “Timber write-offs resulting from casualty events” includes the write-off of merchantable and pre-merchantable timber volume destroyed by casualty events which cannot be salvaged.
(f) “Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests” represents the gain recognized in connection with the sale of property by the Bainbridge
Landing joint venture attributable to noncontrolling interests.
(g) “Gain on investment in Timber Funds” represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic
Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.
(h) “Costs related to the merger with Pope Resources” include legal, accounting, due diligence, consulting, and other costs related to the merger with Pope Resources.
(i) “Pro forma net income” is defined as net income attributable to Rayonier Inc. adjusted for its proportionate share of costs related to the merger with Pope Resources, losses from a terminated
cash flow hedge, loss related to debt extinguishments and modifications, the gain on investment in Timber Funds, Fund II Timberland Dispositions, timber write-offs resulting from casualty
events, and Large Dispositions. Rayonier believes that this non-GAAP financial measure provides investors with useful information to evaluate our core business operations because it excludes
specific items that are not indicative of ongoing operating results attributable to Rayonier.
(j) “Loss from terminated cash flow hedge” is the mark to market loss recognized in earnings due to the early termination of an interest rate swap, as the hedged cash flows will no longer occur.
(k) “Loss related to debt extinguishments and modifications” includes prepayment penalties, unamortized capitalized loan costs associated with repaid debt, and legal and arrangement fees associat-
ed with refinancing, partially offset by the gain on fair value of extinguished debt.
(l) “Pro Forma net income adjustments attributable to noncontrolling interests in the operating partnership” are the proportionate share of pro forma items that are attributable to noncontrolling
interests in the operating partnership.
2022 Annual Report09
Rayonier Timberland Acreage* Total:
2.8 Million Acres
* Acreage as of 12/31/2022.
U.S. South
HARVEST VOLUME
(Tons in thousands)
ADJUSTED EBITDA
(Dollars in millions)
ADJ. EBITDA/TON
(Dollars per ton)
» Acreage: 1.92mm acres
» Sustainable Yield:
6.8–7.2mm tons
» Planted/Plantable: 67%
» Average Site Index (1): 73 feet
U.S. Pacific
Northwest
» Acreage: 474,000 acres
» Sustainable Yield:
1.5–1.7mm tons
»
» Planted/Plantable: 78%
» Average Site Index (2): 116 feet
7,000
5,600
4,200
2,800
1,400
–
$170
136
102
68
34
–
$30
24
18
12
6
–
2020 2021 2022
2020 2021 2022
2020 2021 2022
HARVEST VOLUME
(Tons in thousands)
ADJUSTED EBITDA
(Dollars in millions)
ADJ. EBITDA/TON
(Dollars per ton)
1,800
1,440
1,080
720
360
–
$70
56
42
28
14
–
$45
36
27
18
9
–
2020 2021 2022
2020 2021 2022
2020 2021 2022
(1) Site index reflects the average height of the dominant and codominant trees at a base age of 25.
(2) Site index reflects the average height of the dominant and codominant trees at a base age of 50.
102022 Annual Report
474,000 Acres
U.S. Pacific Northwest
417,000 Acres
New Zealand
1.92MM Acres
U.S. South
New Zealand
HARVEST VOLUME
(Tons in thousands)
ADJUSTED EBITDA
(Dollars in millions)
ADJ. EBITDA/TON
(Dollars per ton)
» Acreage: 417,000 acres
» Sustainable Yield:
2.4–2.7mm tons
»
» Planted/Plantable: 71%
» Average Site Index (3): 95 feet
3,000
2,400
1,800
1,200
600
–
$90
72
54
36
18
–
$35
28
21
14
7
–
2020 2021 2022
2020 2021 2022
2020 2021 2022
Real Estate
ACRES SOLD(4)
(Acres in thousands)
ADJUSTED EBITDA
(Dollars in millions)
PRICE/ACRE(5)
(Dollars per acre)
» Transitioning Select Properties
to Higher and Better Uses
» Large-scale Development Projects:
Wildlight, FL and Heartwood, GA
» Optimize Value and Create
Optionality with Land
Use Entitlements
» Earn and Capture
Financial Premiums
50
40
30
20
10
–
$110
88
66
44
22
–
$6,000
4,800
3,600
2,400
1,200
–
2020 2021 2022
2020 2021 2022
2020 2021 2022
(3) Site index reflects the average height of the dominant and codominant trees at a base age of 20.
(4) Excludes Large Dispositions.
(5) Excludes Large Dispositions, Improved Development, and Conservation Easements.
112022 Annual Report
Committed to Current
and Future Generations
Our long-term success as a company depends on
the environmental and economic sustainability of
our working forests. We recognize the importance
of investing in our people and the local communi-
ties in which we operate across the U.S. and
New Zealand. We strive to be the employer of
choice in the forestry sector, as well as an active
and engaged member of our local communities.
122022 Annual Report
Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
RAYONIER INC.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other Jurisdiction of incorporation or organization)
1-6780
(Commission File Number)
13-2607329
(I.R.S. Employer Identification Number)
(State or other Jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
Delaware
333-237246
91-1313292
Rayonier, L.P.
(Exact name of registrant as specified in its charter)
1 RAYONIER WAY
WILDLIGHT, FL 32097
(Principal Executive Office)
Telephone Number: (904) 357-9100
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Common Shares, no par value, of Rayonier Inc.
Trading Symbol
RYN
Exchange
New York Stock Exchange
No o
No o
Yes ☒
Yes ☒
Rayonier, L.P.
Rayonier, L.P.
Yes o No ☒
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Rayonier Inc.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Rayonier Inc.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
No o
Rayonier Inc.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
No o
Rayonier Inc.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Yes o No ☒
Rayonier, L.P.
Rayonier, L.P.
Yes ☒
Yes ☒
Yes ☒
Yes ☒
No o
No o
Rayonier Inc.
Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company
☐ Emerging Growth Company ☐
Rayonier, L.P.
Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller Reporting Company
☐ Emerging Growth Company ☐
Rayonier, L.P. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Rayonier Inc. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
Rayonier Inc.
No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
Rayonier Inc.
No ☒
No ☒
Indicate by check mark whether any of these error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1 (b)
Rayonier Inc.
Rayonier, L.P.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Rayonier Inc.
Rayonier, L.P.
Rayonier, L.P.
Rayonier, L.P.
Yes ☐
Yes ☐
Yes ☐
Yes ☐
Yes ☐
Yes ☒
No ☒
No ☒
No o
Yes ☐
No ☒
No ☒
Yes ☐
The aggregate market value of the Common Shares of the registrant held by non-affiliates at the close of business on June 30, 2022 was $5,428,090,552
based on the closing sale price as reported on the New York Stock Exchange.
As of February 17, 2023, Rayonier Inc. had 147,318,970 Common Shares outstanding. As of February 17, 2023, Rayonier, L.P. had 3,172,885 Units
outstanding.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the 2023 annual meeting of
the shareholders of the registrant scheduled to be held May 18, 2023, are incorporated by reference in Part III hereof.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2022 of Rayonier Inc.,
a North Carolina corporation, and Rayonier, L.P., a Delaware limited partnership. Unless stated otherwise or the
context otherwise requires, references to “Rayonier” or “the Company” mean Rayonier Inc. and references to the
“Operating Partnership” mean Rayonier, L.P. References to “we,” “us,” and “our” mean collectively Rayonier Inc.,
the Operating Partnership and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating
Partnership.
Rayonier Inc. has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended December 31, 2004. The Company is
structured as an umbrella partnership REIT (“UPREIT”) under which substantially all of its business is conducted
through the Operating Partnership. Rayonier Inc. is the sole general partner of the Operating Partnership. On May
8, 2020, Rayonier, L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”) and issued
approximately 4.45 million operating partnership units (“OP Units” or “Redeemable Operating Partnership Units”) of
Rayonier, L.P. as partial merger consideration. These OP Units are generally considered to be economic
equivalents to Rayonier common shares and receive distributions equal to the dividends paid on Rayonier common
shares.
As of December 31, 2022, the Company owned a 97.9% interest in the Operating Partnership, with the
remaining 2.1% 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.
Rayonier Inc. and the Operating Partnership are operated as one business. The management of the Operating
Partnership consists of the same members as the management of Rayonier Inc. As general partner with control of
the Operating Partnership, Rayonier Inc. consolidates Rayonier, L.P. for financial reporting purposes, and has no
material assets or liabilities other than its investment in the Operating Partnership.
We believe combining the annual reports of Rayonier Inc. and Rayonier, L.P. into this single report results in the
following benefits:
• Strengthens investors’ understanding of Rayonier Inc. and the Operating Partnership by enabling them to
view the business as a single operating unit in the same manner as management views and operates the
business;
• Creates efficiencies for investors by reducing duplicative disclosures and providing a single comprehensive
document; and
• Generates time and cost savings associated with the preparation of the reports when compared to
preparing separate reports for each entity.
There are a few important differences between Rayonier Inc. and the Operating Partnership in the context of
how Rayonier Inc. operates as a consolidated company. The Company itself does not conduct business, other than
through acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments
from time-to-time. The Operating Partnership holds, directly or indirectly, substantially all of the Company’s assets.
Likewise, all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the
Operating Partnership. The Operating Partnership conducts substantially all of the Company’s business and is
structured as a partnership with no publicly traded equity.
To help investors understand the significant differences between the Company and the Operating Partnership,
this report includes:
• Separate Consolidated Financial Statements for Rayonier Inc. and Rayonier, L.P.;
• A combined set of Notes to the Consolidated Financial Statements with separate discussions of per share
and per unit information, noncontrolling interests and shareholders’ equity and partners’ capital, as
applicable;
• A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations,
which includes specific information related to each reporting entity;
• A separate Part II, Item 9A. Controls and Procedures related to each reporting entity;
• A separate Part II, Item 5. Market for the Registrant’s Common Equity; related Stockholder Matters and
Issuer Purchases of Equity Securities section related to each reporting entity; and
• Separate Exhibit 31 and 32 certifications for each reporting entity within Part IV.
Page
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Item
TABLE OF CONTENTS
5.
4.
3.
PART I
1.
Business ...............................................................................................................................................................
1A. Risk Factors .........................................................................................................................................................
1B. Unresolved Staff Comments .............................................................................................................................
2.
Properties .............................................................................................................................................................
Legal Proceedings ..............................................................................................................................................
Mine Safety Disclosures ....................................................................................................................................
PART II
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities..................................................................................................................................................
Selected Financial Data .....................................................................................................................................
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ..................
7A. Quantitative and Qualitative Disclosures about Market Risk .......................................................................
8.
Financial Statements and Supplementary Data.............................................................................................
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................
9A. Controls and Procedures ...................................................................................................................................
9B. Other Information ................................................................................................................................................
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .......................................................
6.
PART III
Directors, Executive Officers and Corporate Governance ...........................................................................
Executive Compensation ...................................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ..................................................................................................................................................................
Certain Relationships and Related Transactions, and Director Independence ........................................
Principal Accounting Fees and Services .........................................................................................................
PART IV
Exhibits, Financial Statement Schedules ........................................................................................................
Form 10-K Summary ..........................................................................................................................................
10.
11.
12.
13.
14.
15.
16.
i
PART I
Unless stated otherwise or the context otherwise requires, references to “Rayonier” or “the Company” mean
Rayonier Inc. and references to the “Operating Partnership” mean Rayonier, L.P. References to “we,” “us,” and “our”
mean collectively Rayonier Inc., the Operating Partnership and entities/subsidiaries owned or controlled by
Rayonier Inc. and/or the Operating Partnership. References herein to “Notes to Financial Statements” or “Note”
refer to the combined Notes to the Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. included
in Item 8 of this Report.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if
any, business and market conditions, outlook, expected dividend rate, our business strategies, expected harvest
schedules, timberland acquisitions and dispositions, the anticipated benefits of our business strategies, and other
similar statements relating to our future events, developments, or financial or operational performance or results,
are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of
words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “project,” “anticipate” and other similar
language. However, the absence of these or similar words or expressions does not mean that a statement is not
forward-looking. While management believes that these forward-looking statements are reasonable when made,
forward-looking statements are not guarantees of future performance or events and undue reliance should not be
placed on these statements. The risk factors contained in Item 1A — Risk Factors in this Annual Report on Form 10-
K and similar discussions included in other reports that we subsequently file with the Securities and Exchange
Commission (“SEC”), among others, could cause actual results or events to differ materially from our historical
experience and those expressed in forward-looking statements made in this document.
Forward-looking statements are only as of the date they are made, and we undertake no duty to update our
forward-looking statements except as required by law. You are advised, however, to review any subsequent
disclosures we make on related subjects in subsequent reports filed with the SEC.
Item 1.
BUSINESS
GENERAL
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most
productive softwood timber growing regions in the U.S. and New Zealand. We invest in timberlands and actively
manage them to provide current income and attractive long-term returns to our shareholders. We conduct our
business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are
owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole
general partner. Our revenues, operating income and cash flows are primarily derived from the following core
business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading. As
of December 31, 2022, we owned, leased or managed approximately 2.8 million acres of timberland and real estate
located in the U.S. South (1.92 million acres), U.S. Pacific Northwest (474,000 acres) and New Zealand (417,000
gross acres, or 297,000 net plantable acres). In addition, we engage in the trading of logs to Pacific Rim markets,
predominantly from New Zealand and Australia to support our New Zealand export operations; however, we also
engage in log trading activities to these markets from the U.S. South and U.S. Pacific Northwest. We have an added
focus to maximize the value of our land portfolio by pursuing higher and better use (“HBU”) land sale opportunities.
We originated as the Rainier Pulp & Paper Company founded in Shelton, Washington in 1926. On June 27,
2014, Rayonier completed the tax-free spin-off of its Performance Fibers manufacturing business from its
timberland and real estate operations, thereby becoming a “pure-play” timberland REIT. On May 8, 2020, Rayonier,
L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”).
1
Under our REIT structure, we are generally not required to pay U.S. federal income taxes on our earnings from
timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution,
income, asset, shareholder and other tests. As of December 31, 2022, Rayonier owns a 97.9% interest in the
Operating Partnership and a corresponding portion of taxable income or loss. Certain operations are conducted
through our taxable REIT subsidiaries (“TRS”) and subject to U.S. federal and state corporate income tax. As of
December 31, 2022 and as of the date of the filing of this Annual Report on Form 10-K, we believe the Company is
in compliance with all REIT tests. See Note 20 — Income Taxes for further discussion of REIT and non-REIT
qualifying operations.
The Company’s shares are publicly traded on the NYSE under the symbol RYN. We are a North Carolina
corporation with executive offices located at 1 Rayonier Way, Wildlight, Florida 32097. Our telephone number is
(904) 357-9100.
OUR COMPETITIVE STRENGTHS
We believe that we distinguish ourselves from other timberland owners and other alternative asset investments
through the following competitive strengths:
• Leading Pure-Play Timberland REIT. We are differentiated from other publicly-traded timberland REITs in
that we are invested exclusively in timberlands and real estate and do not own any manufacturing assets.
We are the only publicly-traded “pure-play” timberland REIT, providing our investors with a focused, large-
scale timberland investment alternative without taking on the risks and volatility inherent in direct ownership
of forest products manufacturing assets.
• Well-Positioned for a Sustainable, Low-Carbon Economy. Our forests mitigate climate change through
carbon sequestration and further support clean air and water and wildlife habitats – all while being
sustainably managed through continuous cycles of growth and harvest. Our trees not only remove carbon
from the atmosphere through photosynthesis while growing, but even after harvesting, a significant portion
of the carbon removed from our forests can remain stored for an extended period of time within the wood
products produced from our timber. Life cycle assessment studies have demonstrated that wood-based
building products generate fewer greenhouse gas emissions as compared to other building materials, such
as concrete and steel. We intend to be an industry leader in the rigor by which we measure our carbon
footprint, the transparency of our disclosure, and in capitalizing on our ability to offer low-carbon solutions.
• Located in Premier Softwood Growing Regions with Access to Strong Markets. Our geographically diverse
timberland holdings are strategically located in core softwood producing regions, including the U.S. South,
U.S. Pacific Northwest and New Zealand. Our most significant timberland holdings are located in the U.S.
South, in close proximity to a variety of established pulp, paper and wood products manufacturing facilities
and export facilities, which provide a steady source of competitive demand for both pulpwood and higher-
value sawtimber products. Our Pacific Northwest and New Zealand timberlands benefit from strong
domestic sawmilling markets and are located near ports to capitalize on export markets serving the Pacific
Rim.
• Attractive Pipeline of HBU Opportunities. We have a dedicated HBU platform with an established track
record of selling rural and development HBU properties across our portfolio at strong premiums to
timberland values. We continuously evaluate the highest and best use of our lands and seek to capitalize
on identified HBU opportunities through strategies uniquely tailored to maximize value, including selectively
pursuing land-use entitlements and infrastructure improvements through one of our taxable REIT
subsidiaries. Our development activity is primarily consists of two distinct projects known as Wildlight ( north
of Jacksonville, Florida) and Heartwood (south of Savannah, Georgia).
• Sophisticated Log Marketing Capabilities Serving Various Pacific Rim Markets. We conduct a log trading
operation based in New Zealand, which serves timberland owners in New Zealand and Australia and
provides access to key export markets in China, South Korea and India. This operation provides us with
superior market intelligence and economies of scale, both of which add value to our timber export
operations and contribute to our earnings and cash flows, with minimal investment.
2
• Advantageous Structure and Capitalization. Under our REIT structure, we are generally not required to pay
federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities,
which allows us to optimize the value of our portfolio in a tax efficient manner. We also maintain a strong
credit profile and have investment grade debt ratings. As of December 31, 2022, our net debt to enterprise
value was 22%. We believe that our advantageous REIT structure and conservative capitalization provide
us with a competitive cost of capital and significant financial flexibility to pursue growth initiatives.
OUR STRATEGY
Our business strategy consists of the following key elements:
• Manage our Timberlands on a Sustainable Yield Basis for Long-term Results. We generate recurring
income and cash flow from the harvest and sale of timber and intend to actively manage our timberlands to
maximize net present value over the long term by achieving an optimal balance among biological timber
growth, generation of cash flow from harvesting activities, and responsible environmental stewardship. Our
harvesting strategy is designed to produce a long-term, sustainable yield, although we may adjust harvest
levels periodically in response to then-current market conditions.
• Capitalize on Advantageous Net Carbon Position. We estimate that our timberlands absorb more carbon
than we emit in our operations. As such, we are positioning ourselves to take advantage of increasing
demands for carbon solutions by companies, governments and investors. We rigorously analyze our carbon
footprint and have developed a framework for collecting and reporting our carbon footprint to our investors
and other stakeholders. We expect that the unique environmental attributes of our forestry assets will play
an increasingly important role in our efforts to create value over time.
• Apply Advanced Silviculture to Increase the Productivity of our Timberlands. We use our forestry expertise
and disciplined financial approach to determine the appropriate silviculture programs and investments to
maximize returns. This includes re-planting a significant portion of our harvested acres with improved
seedlings we have developed through decades of research and cultivation. Over time, we expect these
improved seedlings will result in higher volumes per acre and a higher value product mix.
•
Increase the Size and Quality of our Timberland Holdings through Acquisitions. We intend to selectively
pursue timberland acquisition opportunities that improve the average productivity of our timberland
holdings, support cash flow generation from harvesting, and enhance our net carbon position. Our
acquisition strategy employs a disciplined approach with rigorous adherence to strategic and financial
metrics. Generally, we expect to focus our acquisition efforts on our existing operating areas. We may also
consider acquisition opportunities outside of our existing operating areas where we anticipate favorable
long-term market dynamics and financial returns. In 2022, we acquired approximately 141,000 acres of fee
timberland. We acquired an additional 102,000 acres of fee timberland in 2021 and 132,000 acres in 2020
(including 120,000 acres in the merger with Pope Resources). Additionally, we acquired leases or long-term
forestry rights covering approximately 1,000 acres in 2021 and 7,000 acres in 2020 (including 4,000 acres
in the merger with Pope Resources).
• Optimize our Portfolio Value. We continuously assess potential alternative uses of our timberlands, as some
of our properties may become more valuable for development, residential, recreation, conservation, carbon
sequestration or other purposes. We intend to capitalize on such higher-valued uses by opportunistically
monetizing HBU properties and/or land-use rights in our portfolio. We generally expect that sales of HBU
property will comprise approximately 1% to 2% of our Southern timberland holdings on an annual basis.
Our HBU sales involve rural and recreational land as well as properties where we selectively pursue various
land-use entitlements and improvements for residential, commercial and industrial development in order to
fully realize the enhanced long-term value potential of such properties. We further have an added strategic
focus to evaluate and advance business opportunities associated with nature-based solutions, including the
long-term development of forest carbon markets.
3
• Focus on Timberland Operations to Support Cash Flow Generation. As described above, we rely primarily
on annual harvesting activities and ongoing sales of HBU properties to generate cash flow from our
timberland holdings. However, we also periodically generate income and cash flow from the sale of non-
strategic and/or non-HBU timberlands, in particular as we seek to optimize our portfolio by disposing of less
desirable properties or to fund capital allocation priorities, including share repurchases, debt repayment or
acquisitions. Our strategy is to limit reliance on planned sales of non-HBU timberlands to augment cash
flow generation and instead rely primarily on supporting cash flow from the operation, rather than sale, of
our timberlands. We believe this strategy will support the sustainability of our harvesting activities over the
long term.
• Promote Responsible Stewardship and Best-in-Class Disclosure. We are committed to responsible
stewardship, environmentally and economically sustainable forestry, and positive climate change solutions.
As such, we are focused on continuing to develop and integrate robust environmental, social and
governance (“ESG”) policies and best practices within our business. We further intend to be an industry
leader in transparent disclosure, particularly relating to our timberland holdings, harvest schedules,
inventory, age-class profiles, carbon footprint and other meaningful data regarding our long-term
sustainability. We believe our continued commitment to transparency and the stewardship of our assets and
capital will allow us to maintain our timberlands’ productivity, more effectively attract and deploy capital and
enhance our reputation as a preferred timber industry supplier and employer.
SEGMENT INFORMATION
As of December 31, 2022, Rayonier operated in five reportable business segments: Southern Timber, Pacific
Northwest Timber, New Zealand Timber, Real Estate and Trading. The previously reported Timber Funds segment
was liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022. As a result,
disclosure of the Timber Funds segment results is not presented for 2022, while prior year results are presented for
historical purposes. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of
Operations and Note 2 — Segment and Geographical Information for information on sales and operating income by
reportable segment and geographic region.
TIMBER
Our timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber, and New Zealand
Timber. Sales in the Timber segments include the harvesting of timber as well as other non-timber activities,
including the leasing and licensing of properties, nature-based solutions, and carbon credit sales.
DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD
We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at
which we commence calculating our timber inventory for inclusion in our inventory tracking systems. The age at
which we commence calculating our timber inventory is 10 years for our Southern timberlands, 20 years for our
Pacific Northwest timberlands, and 20 years for our New Zealand timberlands. Our estimate of gross timber
inventory is based on an inventory system that involves periodic statistical sampling and growth modeling. Periodic
adjustments are made on the basis of growth estimates, harvest information, and environmental and operational
restrictions. Gross timber inventory includes certain timber that we do not deem to be of a merchantable age as well
as certain timber located in restricted, environmentally sensitive or economically inaccessible areas.
We define merchantable timber inventory as an estimate of timber volume beyond a specified age that
approximates such timber’s earliest economically harvestable age. Our estimate includes certain timber located in
restricted or environmentally sensitive areas based on an estimate of lawfully recoverable volumes from such areas.
The estimate does not include volumes in restricted or environmentally sensitive areas that may not be lawfully
harvested or volumes located in economically inaccessible areas. The merchantable age (i.e., the age at which
timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, with the exception
of Oklahoma which is 17 years, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30
years for Douglas-fir in our New Zealand timberlands.
4
Our estimated merchantable timber inventory changes over time as timber is harvested, as pre-merchantable
timber transitions to merchantable timber, as existing merchantable timber inventory grows, as we acquire and sell
timberland and as we periodically update our statistical sampling and growth and yield models. Our timber inventory
by product and age class for our U.S. segments is presented herein as of September 30, 2022 and does not reflect
acquisitions or dispositions completed in the fourth quarter. For purposes of calculating per unit depletion rates for
the subsequent year, we estimate our merchantable timber inventory as of December 31, including the impact of
acquisitions and dispositions.
Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands,
in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest timberlands, and in cubic
meters (m3) in our New Zealand timberlands. For conversion purposes, one MBF and one m3 is equal to
approximately 7.75 and 1.12 short green tons, respectively. For comparison purposes, we provide inventory
estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as
in short green tons.
The following table sets forth the estimated volumes of merchantable timber inventory by location in short green
tons as of September 30, 2022 for the South and Pacific Northwest and as of December 31, 2022 for New Zealand:
(volumes in thousands of SGT)
Location
South...........................................................................................................................
Pacific Northwest ......................................................................................................
New Zealand..............................................................................................................
Merchantable Inventory (a)
67,584
10,746
17,183
95,513
%
71
11
18
100
(a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at
December 31, 2022.
We define sustainable yield as the average harvest level that can be sustained into perpetuity based on our
estimates of biological growth and the expected productivity resulting from our reforestation and silvicultural efforts.
Our estimated sustainable yield may change over time based on changes in silvicultural techniques and resulting
timber yields, changes in environmental laws and restrictions, changes in the statistical sampling and estimates of
our merchantable timber inventory, acquisitions and dispositions of timberlands, the expiration or renewal of
timberland leases, casualty losses, and other factors. Moreover, our harvest level in any given year may deviate
from our estimated sustainable yield due to variations in the age class of our timberlands, the product mix of our
harvest (i.e., pulpwood versus sawtimber), our deliberate acceleration or deferral of harvest in response to market
conditions, our thinning activity (in which we periodically remove some smaller trees from a stand to enhance long-
term sawtimber potential of the remaining timber), or other factors. We estimated sustainable yield for each of our
core Timber segments as of December 31, 2022.
We manage our U.S. timberlands in accordance with the requirements of the Sustainable Forestry Initiative®
(“SFI”) program. The timberland holdings of the New Zealand subsidiary are certified under the Forest Stewardship
Council® (“FSC”). The majority of our New Zealand timberland holdings are also certified under the Programme for
the Endorsement of Forest Certification (“PEFC”). All programs are comprehensive systems of environmental
principles, objectives and performance measures that combine the perpetual growing and harvesting of trees with
the protection of wildlife, plants, soil and water quality. Through application of our site-specific silvicultural expertise
and financial discipline, we manage timber in a way that is designed to optimize site preparation, tree species
selection, competition control, fertilization, timing of thinning and final harvest. We also have a genetic seedling
improvement program to enhance the productivity and quality of our timberlands and overall forest health. In
addition, non-timber income opportunities associated with our timberlands such as recreational licenses,
considerations for the future HBU of the land, and nature-based solutions such as carbon sequestration and credit
sales in our New Zealand Timber segment are integral parts of our site-specific management philosophy. All of
these activities are designed to maximize value while complying with SFI, or FSC and PEFC requirements.
5
SOUTHERN TIMBER
As of December 31, 2022, our Southern timberlands acreage consisted of approximately 1.92 million acres
(including approximately 127,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana,
Oklahoma, South Carolina and Texas. Approximately two-thirds of this land supports intensively managed
plantations of predominantly loblolly and slash pine. The other one-third of this land is too wet to support pine
plantations, but supports productive natural stands primarily consisting of natural pine and a variety of hardwood
species. Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural
stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities.
We estimate that the sustainable yield of our Southern timberlands, including both pine and hardwoods, is
approximately 6.8 to 7.2 million tons annually. We expect that the average annual harvest volume of our Southern
timberlands over the next five years (2023 to 2027) will be generally in line with our sustainable yield. For additional
information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk
Factors.
In 2022, we acquired approximately 139,600 acres of timberland in the Southern region. For additional
information, see Note 4 — Timberland Acquisitions.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands
were 84 million tons and 68 million tons, respectively, as of September 30, 2022. The following table provides a
breakdown of our Southern timberlands acreage and timber inventory by product and age class as of September
30, 2022:
(volumes in thousands of SGT) (a)
Age Class
Pine Plantation
Acres
(000’s)
Pine
Pulpwood
Pine
Sawtimber
Hardwood
Pulpwood
Hardwood
Sawtimber
Total
0 to 4 years (b)............................................
5 to 9 years..................................................
10 to 14 years..............................................
15 to 19 years..............................................
20 to 24 years..............................................
25 to 29 years..............................................
30 + years ....................................................
271
194
195
213
193
52
37
—
—
7,646
11,728
7,749
1,865
1,062
—
—
1,659
5,268
7,551
3,077
2,704
Total Pine Plantation.....................................
1,155
30,050
20,259
Natural Pine (Plantable) (c) ......................
Natural Mixed Pine/Hardwood (d)...........
33
533
301
4,919
648
8,165
Forested Acres and Gross Inventory ....
1,721
35,270
29,072
—
—
51
117
150
83
145
546
721
13,971
15,238
—
—
—
2
3
3
2
—
—
9,356
17,115
15,453
5,028
3,913
10
50,865
192
1,862
4,239
31,294
4,441
84,021
Plus: Non-Forested Acres (e)......................
68
Gross Acres..................................................
1,789
Less: Pre-Merchantable Age Class
Inventory (f).........................................................................................................................................................................................
Less: Volume in Environmentally
Sensitive/Legally Restricted Areas..................................................................................................................................................
(9,855)
(6,582)
Merchantable Timber Inventory...................................................................................................................................................
67,584
Table presented as of September 30, 2022 and does not include acquisitions completed in the fourth quarter.
0 to 4 years includes clearcut acres not yet replanted.
Consists of natural stands that are convertible into pine plantations once harvested.
(a)
(b)
(c)
(d) Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.
(e)
(f)
Includes roads, rights of way and all other non-forested areas.
Includes inventory that is less than 15 years old or less than 17 years old in Oklahoma.
6
PACIFIC NORTHWEST TIMBER
As of December 31, 2022, our Pacific Northwest timberlands consisted of approximately 474,000 acres located
in Oregon and Washington, of which approximately 378,000 acres were designated as productive acres, meaning
land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by
physical, environmental or regulatory restrictions. These timberlands primarily comprise second and third rotation
western hemlock and Douglas-fir, as well as a small amount of other softwood species, such as western red cedar.
A small percentage also consists of natural hardwood stands of predominantly red alder. In the Pacific Northwest,
rotation ages typically range from 35 to 50 years. Our product mix in the Pacific Northwest is heavily weighted to
sawtimber, which is sold to domestic wood products facilities as well as exported primarily to Pacific Rim markets.
We estimate that the sustainable yield of our Pacific Northwest timberlands is approximately 190 to 215 MMBF
(or 1.5 to 1.7 million tons) annually. We expect that the average annual harvest volume of our Pacific Northwest
timberlands over the next five years (2023 to 2027) will be generally in line with our sustainable yield. For additional
information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk
Factors.
In 2022, we acquired a minimal amount of additional acres of timberlands in the Pacific Northwest region. For
additional information, see Note 4 - Timberland Acquisitions.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest
timberlands were 3,553 MMBF and 1,387 MMBF, respectively, as of September 30, 2022. The following table
provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class
as of September 30, 2022:
(volumes in MBF, except as noted)
Acres
(000’s)
Softwood
Pulpwood (e)
Softwood
Sawtimber (e)
Age Class
Commercial Forest
0 to 4 years (a)...................................................................................
5 to 9 years.........................................................................................
10 to 14 years ....................................................................................
15 to 19 years ....................................................................................
20 to 24 years ....................................................................................
25 to 29 years ....................................................................................
30 to 34 years ....................................................................................
35 to 39 years ....................................................................................
40 to 44 years ....................................................................................
45 to 49 years ....................................................................................
50+ years............................................................................................
Total Commercial Forest....................................................................
Non-Commercial Forest (b)............................................................
Productive Forested Acres ................................................................
Restricted Forest (c) ........................................................................
Total Forested Acres and Gross Inventory ...............................
Plus: Non-Forested Acres (d)............................................................
Gross Acres .......................................................................................
Less: Pre-Merchantable Age Class Inventory .......................................................................................................................
Less: Restricted Forest Inventory............................................................................................................................................
Total Merchantable Timber....................................................................................................................................................
Conversion factor for MBF to SGT (f) .....................................................................................................................................
Total Merchantable Timber (thousands of SGT) .............................................................................................................
—
—
—
—
97,224
259,738
637,339
724,359
292,843
81,436
127,378
2,220,317
22,486
—
—
—
—
43,775
47,422
90,819
83,149
28,039
8,768
15,388
317,360
3,771
48
46
46
48
36
33
46
44
16
5
6
374
4
378
90
468
18
486
876,591
3,119,394
112,405
433,536
Total (e)
—
—
—
—
140,999
307,160
728,158
807,508
320,882
90,204
142,766
2,537,677
26,257
988,996
3,552,930
(1,177,344)
(988,996)
1,386,590
7.75
10,746
Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
(a) 0 to 4 years includes clearcut acres not yet replanted.
(b) Includes non-commercial forests with limited productivity.
(c)
(d) Includes roads, rights of way, and all other non-forested areas.
(e) Includes a minor component of hardwood in red alder and other species.
(f) Conversion factor was adjusted from 7.99 to 7.75 in the current year to reflect an ongoing mix shift towards Douglas-fir, which has a lower
MBF to SGT conversion ratio.
7
NEW ZEALAND TIMBER
As of December 31, 2022, our New Zealand timberlands consisted of approximately 417,000 acres (including
approximately 229,000 acres of leased lands), of which approximately 297,000 acres were designated as
productive or plantation acres, meaning land that is capable of growing merchantable timber and where the
harvesting of timber is not constrained by physical, environmental or regulatory restrictions. The leased acres are
generally leased through long-term arrangements including Crown Forest Licenses (“CFLs”), forestry rights and
other leases. Rotation ages typically range from 25 to 30 years for pine plantations. Our New Zealand timberlands
serve a domestic sawmilling market and also provide export logs to Pacific Rim markets.
Our New Zealand timber operations are conducted by Matariki Forestry Group, a joint venture with Stafford
Capital Partners Limited (the “New Zealand subsidiary”). We maintain a controlling financial interest of 77% in the
New Zealand subsidiary and, accordingly, consolidate the New Zealand subsidiary’s balance sheet and results of
operations. The minority owner’s interest in the New Zealand subsidiary and its earnings are reported as
noncontrolling interest in our financial statements. Rayonier’s wholly-owned subsidiary, Rayonier New Zealand
Limited (“RNZ”), serves as the manager of the New Zealand subsidiary. For additional information, see Note 5 —
Noncontrolling Interests.
We estimate that the sustainable yield of our New Zealand timberlands is approximately 2.1 to 2.4 million cubic
meters (or 2.4 to 2.7 million tons) annually. We expect that the average annual harvest volume of our New Zealand
timberlands over the next five years (2023 to 2027) will be in line with our sustainable yield range. For additional
information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk
Factors.
In 2022, we acquired approximately 1,000 acres of timberland in New Zealand, including approximately 400
acres of leased lands. For additional information, see Note 4 — Timberland Acquisitions.
We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands
were both 15.4 million cubic meters as of December 31, 2022. The following table provides a breakdown of our New
Zealand timberlands acreage and timber inventory by product and age class as of December 31, 2022:
(volumes in thousands of m3, except as noted)
Age Class
Radiata Pine
0 to 4 years (a) ..........................................................................
5 to 9 years ................................................................................
10 to 14 years............................................................................
15 to 19 years............................................................................
20 to 24 years............................................................................
25 to 29 years............................................................................
30 + years ..................................................................................
Total Radiata Pine.....................................................................
Other (b)......................................................................................
Forested Acres and Merchantable Timber Inventory .....
Conversion factor for m3 to SGT ..............................................
Total Merchantable Timber (thousands of SGT)..............
Plus: Non-Productive Acres (c) ................................................
Gross Acres ...............................................................................
(a) 0 to 4 years includes clearcut acres not yet replanted.
Includes primarily Douglas-fir age 30 and over.
(b)
Includes natural forest and other non-planted acres.
(c)
Includes timber located in environmentally sensitive areas.
(d)
Acres (000’s) Pulpwood (d) Sawtimber (d)
Total (d)
—
—
—
—
1,865
650
117
2,632
945
3,577
—
—
—
—
6,756
3,529
369
10,654
1,147
11,801
—
—
—
—
8,621
4,179
486
13,286
2,092
15,378
1.12
17,183
67
39
44
45
51
18
2
266
31
297
120
417
8
CARBON CREDITS
The New Zealand subsidiary participates in the New Zealand Emissions Trading Scheme (“ETS”), which was
designed to reduce emissions in New Zealand. The ETS helps to reduce emissions by requiring businesses to
measure and report on their greenhouse gas emissions and surrender one emissions unit (“NZU” or “carbon credit”)
to the government for each metric tonne of emissions. The New Zealand Government sets and reduces the number
of units supplied into the scheme over time, which will limit the overall quantity of emissions to meet New Zealand’s
emissions reduction targets.
Businesses who participate in the New Zealand ETS can buy and sell units from each other, with pricing driven
by supply and demand in the scheme. As of December 31, 2022, the New Zealand subsidiary held 1,631,127 NZUs
with respect to timberlands designated as post-1989 forests. These units were received for net carbon sequestered
between 2008 and 2013 and from subsequent units acquired during 2019 and 2021. As of December 31, 2022, we
do not have any surrender liabilities and all units are available to be freely monetized. See Note 23 - Other Assets
for information about our cost basis in carbon credits. See Note 3 — Revenue for information about the sale of
carbon units.
REAL ESTATE
All of our U.S. and New Zealand land or leasehold sales, including HBU and non-HBU, are reported in our Real
Estate segment. We report our Real Estate sales in six categories:
•
Improved Development,
• Unimproved Development,
• Rural,
• Timberland & Non-Strategic,
•
Large Dispositions, and
• Conservation Easements
The Improved Development category comprises properties sold for development for which we, through a
taxable REIT subsidiary, have invested in site improvements such as infrastructure, roadways, utilities, amenities
and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.
The Unimproved Development category comprises properties sold for development for which we have not
invested in site improvements.
The Rural category comprises all real estate sales (excluding development sales) representing a demonstrable
premium above timberland value.
The Timberland & Non-Strategic category includes all U.S. and New Zealand real estate sales representing little
to no premium to timberland value. This category consists primarily of sales of property that management views as
non-strategic to our long-term portfolio as well as sales of property for capital allocation purposes that do not fit the
definition of a Large Disposition.
The Large Dispositions category includes sales of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value. Proceeds from Large Dispositions are generally used to fund
capital allocation priorities, such as share repurchases, debt repayment or acquisitions. Sales designated as Large
Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash
Available for Distribution (“CAD”). See Item 7 — Performance and Liquidity Indicators for the definition of Adjusted
EBITDA and CAD.
We maintain a detailed land classification analysis for all of our timberland and HBU acres. The vast majority of
our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or,
in the case of Improved Development properties, prior to improvement.
Conservation Easements are the sale of development rights, which preclude future development on the
underlying land but reserve our rights to continue to grow and harvest timber.
9
TRADING
Our Trading segment primarily reflects log trading activities in New Zealand and Australia conducted by our New
Zealand subsidiary. Our Trading segment complements the New Zealand Timber segment by providing added
market intelligence, increasing the scale of export operations and achieving cost savings that directly benefit the
New Zealand Timber segment. This additional market intelligence also benefits our Southern and Pacific Northwest
export log marketing efforts.
Our New Zealand subsidiary conducts export sales through a joint venture, which arranges sales shipping and
export documentation services for an agency fee. The New Zealand subsidiary, in turn, provides support services on
a cost recovery basis to the joint venture. Through the use of the joint venture, we are able to increase scale
efficiencies, market presence and cost savings in both the Timber and Trading segments.
In addition to our direct export business, we also engage in log trading activities, which generally involve the
procurement of third-party logs in order to gain scale efficiencies in our export operations. For procured logs, the
New Zealand subsidiary buys logs directly from other forest owners at New Zealand ports and exports them through
an agency agreement with the export service joint venture. Income from this business is generated by achieving a
sales margin over the purchase price of the procured logs. Revenue generated from procured log sales reflects the
full sales price of the logs and is recorded as timber sales within the Trading segment. The New Zealand subsidiary,
through the Trading segment, also purchases standing timber from time to time, whereby it manages the harvest
and sale of the logs for approximately one to three years. In these instances, the cost of standing timber is
capitalized as an asset on the Consolidated Balance Sheets and recognized as non-depletion cost of sales when
sold.
In 2022, New Zealand trading volume was approximately 460,000 tons. Of this volume, approximately 333,000
tons were purchased directly from third parties in New Zealand, 53,000 tons were sourced from outside New
Zealand (primarily Australia), and the remaining 74,000 tons were harvested from stumpage purchases and
managed harvest arrangements. Approximately 83% of third-party purchases in New Zealand were purchased at
spot prices, with the New Zealand subsidiary thereby assuming some price risk on subsequent resale. The
remaining 17% were purchased on a fixed margin basis, with the New Zealand subsidiary earning either a fixed
percentage of the net export revenue or a spread on the resale price irrespective of subsequent price fluctuations.
The New Zealand subsidiary generally seeks to mitigate its risk of loss on procured logs by securing export orders
prior to or concurrent with its spot purchases of logs.
FOREIGN SALES AND OPERATIONS
Sales from non-U.S. operations occur in our New Zealand Timber, Trading and Real Estate segments and
comprised approximately 37% of consolidated 2022 sales. See Note 2 — Segment and Geographical Information
for additional information.
10
COMPETITION
TIMBER
Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the
principal method of competition. In New Zealand, there are five other major private timberland owners accounting
for approximately 34% of New Zealand planted forests.
The following table provides an overview of certain major competitors in each of our Timber segments:
Segment
Southern Timber (a)
Competitors
Weyerhaeuser Company
PotlatchDeltic
Manulife Investment Management Timberland and Agriculture Inc.
Resource Management Service
Forest Investment Associates
J.P. Morgan Asset Management
Pacific Northwest Timber (a)
Weyerhaeuser Company
Manulife Investment Management Timberland and Agriculture Inc.
Green Diamond Resource Company
J.P. Morgan Asset Management
Port Blakely Tree Farms
State of Washington Department of Natural Resources
Bureau of Indian Affairs
New Zealand (b)
Manulife Investment Management Timberland and Agriculture Inc.
Kaingaroa Timberlands
Ernslaw One
OneFortyOne Plantations
New Forests
(a) In addition to the competitors listed, we also compete with numerous other large and small privately held timber companies.
(b) The New Zealand subsidiary competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic
and export markets, predominantly China, South Korea and India. Logs supplied into Asian markets also compete with export supply from
other regions, including Europe and North America.
REAL ESTATE
In our Real Estate business, we compete with other owners of entitled and unentitled properties. Each property
has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural
properties in the geographic areas in which we operate are the most significant competitive drivers.
TRADING
Our log trading operations are primarily based out of New Zealand and performed by our New Zealand
subsidiary. The New Zealand market remains very competitive with 10-15 entities competing for export log supply at
different ports across the country.
CUSTOMERS
In 2022, no individual customer (or group of customers under common control) represented 10% or more of
consolidated sales.
11
SEASONALITY
Across all our segments, results are normally not impacted significantly by seasonal changes. However,
significant wet weather in areas of our Southern Timber operations can hinder access for harvesting, thereby
temporarily reducing supply in the affected areas and generally strengthening prices. Conversely, extended dry
weather in an area tends to suppress prices as timber is more accessible for harvesting.
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
We are subject to federal, state and local laws and regulations in the United States and New Zealand that
could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational
Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act, New Zealand
Resource Management Act, New Zealand Health and Safety At Work Act and various other environmental and
safety laws and regulations. Our operations also are subject to various international trade agreements, tariffs, taxes
and regulations. While we believe that we are in compliance in all material respects with all applicable governmental
regulations, current governmental regulations may change or become more stringent or unforeseen events may
occur, any of which could have a material adverse effect on our financial position or results of operations.
We are aware of hazardous substances at a former sawmill site located in Port Gamble, Washington, which we
acquired as part of our acquisition of Pope Resources. We have been identified as a “potentially liable party” at the
Port Gamble site and are presently working on cleanup and remediation under the Washington Model Toxics
Control Act, as well as the federal Comprehensive Environmental Response, Compensation and Liability Act
programs. We have determined that a liability has been incurred and that the amount of the loss can reasonably be
estimated. Accordingly, we have accrued amounts on our balance sheet for losses related to this site. Compliance
with environmental laws and regulations and our remedial environmental obligations historically have not had a
material impact on our operations, and we are not aware of any proposed regulations or remedial obligations that
could trigger significant costs or capital expenditures in connection with such compliance.
We have elected to be taxed as a REIT for U.S. federal tax purposes pursuant to the Internal Revenue Code of
1986 and related U.S. Treasury regulations and administrative guidance (“REIT Requirements”). We monitor and
test our compliance with all REIT Requirements and believe that we are in compliance in all material respects with
all such current requirements. In the event we are not in compliance, or in the event current REIT Requirements
change in such a way as to preclude our continuing qualification as a REIT, such events could have a material
adverse effect on our financial position or results of operations.
Compliance with government regulations, including environmental regulations, has not had, and based on
current information and the applicable laws and regulations currently in effect, is not expected to have a material
effect on our capital expenditures, earnings or competitive position. However, laws and regulations may be
changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon
our company and which could negatively impact our operating results. See Item 1A - Risk Factors.
PORT GAMBLE ENVIRONMENTAL REMEDIATION
In the merger with Pope Resources, we acquired the town of Port Gamble, Washington. Portions of this
property require environmental remediation under federal and state environmental laws, and remediation activities
are currently ongoing. As such, we have recognized environmental liabilities associated with Port Gamble. For
additional information on our environmental liabilities see Note 10 - Commitments and Note 12 - Environmental and
Natural Resource Damage Liabilities.
The sections below provide a history of the environmental matters in Port Gamble, Washington:
Discovery and Initial Actions
In Port Gamble, Washington, hazardous substances were previously discovered requiring environmental
remediation under federal and state environmental laws. The real estate subject to environmental remediation
requirements was the location of a sawmill operated by Pope & Talbot, Inc. (“P&T”) from 1853 to 1995. P&T
continued to lease various portions of the site for its operations until 2002. During the time P&T operated in Port
Gamble, it also conducted shipping, log storage, and log transfer operations in the tidal and subtidal waters of Port
Gamble Bay, some of which were under a lease from the Washington State Department of Natural Resources
(“DNR”) that lasted from 1974 to 2004. P&T’s operations resulted in the release of hazardous substances that
impacted the upland and submerged portions of the site. These substances include various hydrocarbons,
cadmium, and toxins associated with wood waste and the production of wood products.
12
Following the mill closure, the Washington State Department of Ecology (the “DOE”) began to examine the
environmental conditions at Port Gamble. Under Washington law, both Pope Resources and P&T were considered
by the DOE to be “potentially liable persons” (“PLPs”); Pope Resources because of its ownership of certain portions
of the site, and P&T because of its historical ownership and operation of the site. P&T and Pope Resources entered
into a settlement agreement in 2002 that allocated responsibility for environmental contamination at the townsite,
millsite, a solid waste landfill, and adjacent water to Pope Resources, with P&T assuming responsibility for funding
cleanup in the Port Gamble Bay and the other areas of the site that were impacted by its historical operations.
In 2005, both Pope Resources and P&T received Environmental Excellence Awards from DOE for their work in
remediating the contamination that had existed at the Port Gamble townsite and landfill. DOE also issued letters to
both parties in 2006 indicating that the agency expected to take no further action regarding conditions at those
portions of the site. Pope Resources continued cleaning up the remaining contamination at the millsite. By late
2005, the millsite portion of the site had largely been cleaned and the remaining aspects of that project consisted of
test well monitoring and modest additional remediation. The Port Gamble Bay area and related tidelands, for which
P&T was responsible under the parties’ settlement agreement, had not yet been remediated. In 2007, P&T filed for
bankruptcy protection and was eventually liquidated, leaving Pope Resources as the only remaining PLP. Because
environmental liabilities are joint and several as between PLPs, the result of P&T’s bankruptcy was to leave the
liability with Pope Resources as the only remaining solvent PLP.
In-water Cleanup
Beginning in 2010, DOE began to reconsider its expectations regarding the level of cleanup that would be
required for Port Gamble Bay, largely because of input from interested citizens and groups, one of the most
prominent being the Port Gamble S’Klallam Tribe. In response to input from these groups, DOE adopted
remediation levels that were far more stringent than either DOE or Pope Resources had contemplated previously. In
December 2013, Pope Resources and DOE entered into a consent decree that included a cleanup action plan
(“CAP”) requiring the removal of docks and pilings, excavation and backfilling of intertidal areas, subtidal dredging
and monitoring, and other specific remediation steps. The construction phase of the cleanup of the Port Gamble
Bay area and related tidelands began in September 2015 and the in-water portion of the cleanup was completed in
January 2017.
Millsite Cleanup
With the in-water portion of the cleanup completed, there is expected to be relatively modest cleanup activity on
the millsite and a monitoring period. In February 2018, Pope Resources and DOE entered into an agreed order with
respect to the millsite under which Pope Resources performed a remedial investigation and feasibility study (“RI/
FS”), which it submitted to DOE for review in January 2019. Following the finalization of the RI/FS, Pope Resources
worked with DOE to develop a CAP. As with the in-water portion of the project, the CAP will define the scope of the
remediation activity for the millsite. The consent decree, which includes the CAP, was entered in Kitsap County
Superior Court on November 25, 2020.
Natural Resources Damages
In addition to the cleanup costs discussed previously, certain environmental laws allow state, federal, and tribal
trustees (collectively, the “Trustees”) to bring suit against property owners to recover natural resource damages
(“NRD”). Similar to cleanup responsibility, liability for NRD can attach to a property owner simply because an injury
to natural resources resulted from releases of hazardous substances on the owner’s property, regardless of
culpability for the release. Trustees have alleged that Pope Resources had NRD liability because of releases that
occurred on its property. Prior to the merger with Rayonier, Pope Resources began negotiations with the Trustees
for the purpose of identifying NRD restoration projects. Those negotiations are ongoing and may ultimately result in
agreement as to requested mitigation activities.
For additional information see Item 1A — Risk Factors.
RESEARCH AND DEVELOPMENT
The research and development activities of our timber operations include genetics and tree improvement, soils
and seedling production, biometrics and growth/yield, environmental sustainability (including protection of water,
biodiversity, and threatened and endangered (“T&E”) species), and carbon and climate impact. We also contribute
to research cooperatives that undertake forestry research and development.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
David L. Nunes, 61, Mr. Nunes has more than three decades of timber industry experience, and today serves as
Rayonier’s Chief Executive Officer. He joined the company in June 2014 as Chief Operating Officer, and shortly
thereafter assumed the role of President and CEO following Rayonier’s spin-off of its Performance Fibers business.
Prior to joining Rayonier, he served as President and CEO of Pope Resources/Olympic Resource Management
from 2002 to 2014. He joined Pope Resources in 1997 as director of portfolio management. The following year, he
was named Vice President of Portfolio Development, and then served two years before being named President and
COO in 2000. Previously Mr. Nunes spent nine years with Weyerhaeuser Company, joining the organization in 1988
as a business analyst and advancing through a number of leadership roles to become Director of Corporate
Strategic Planning. Mr. Nunes holds a Bachelors of Arts in Economics from Pomona College and an MBA from the
Tepper School of Business at Carnegie Mellon University.
Mark D. McHugh, 47, Mr. McHugh was appointed President and Chief Financial Officer in January 2023, having
previously served as Senior Vice President and Chief Financial Officer since joining Rayonier in December 2014.
Mr. McHugh has over 20 years of experience in finance and capital markets, focused primarily on the forest
products and REIT sectors. He joined Rayonier from Raymond James, where he served as Managing Director in
the firm’s Real Estate Investment Banking group, responsible for the firm’s timberland and agriculture sector
coverage. Prior to Raymond James, he worked in the Investment Banking division of Credit Suisse in New York and
Los Angeles from 2000 to 2008, focused on the paper and forest products sectors. Throughout his career, he has
provided a wide range of strategic and financial counsel to various publicly traded paper, forest products, and real
estate companies. Mr. McHugh holds a B.S.B.A. in Finance from the University of Central Florida and a JD from
Harvard Law School.
Douglas M. Long, 52, Mr. Long was appointed Executive Vice President and Chief Resource Officer in January
2023, having previously served as Senior Vice President, Forest Resources since December 2015. Mr. Long
oversees Rayonier’s global forestry operations, as well as emerging business opportunities associated with nature-
based solutions. He joined Rayonier in 1995 as a GIS Forestry Analyst and held multiple positions of increasing
responsibility within the forestry division prior to his most recent roles, including Vice President, U.S. Operations
from November 2014 to December 2015 and Director, Atlantic Region, U.S. Forest Resources from March 2014 to
November 2014. Mr. Long holds bachelor’s and master’s degrees in Forest Resources and Conservation from the
University of Florida.
Christopher T. Corr, 59, Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President,
Real Estate Development and President, Raydient LLC. Prior to joining Rayonier, he served as Executive Vice
President, Buildings and Places for AECOM from 2008 to 2013. Prior to that, Mr. Corr held various positions with
The St. Joe Company between 1998 and 2008, most recently as Executive Vice President and Chief Strategy
Officer. From 1992 to 1998, Mr. Corr was a senior manager with The Walt Disney Company, where he was a key
member of the team that developed the visionary town of Celebration near Orlando, Florida. From 1990 to 1992, Mr.
Corr served as an elected member of the Florida House of Representatives. Mr. Corr holds a Bachelor of Arts
degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the
Wharton School of Business at University of Pennsylvania.
Mark R. Bridwell, 60, Mr. Bridwell was appointed Vice President, General Counsel in June 2014 and assumed the
role of Corporate Secretary in March 2015, having previously served as Assistant General Counsel for Land
Resources from 2012 to June 2014 and Associate General Counsel for Timber and Real Estate from 2009 to 2012.
He joined Rayonier in 2006 as Associate General Counsel for Performance Fibers. Prior to Rayonier, Mr. Bridwell
served as counsel for six years at Siemens Corporation. Prior to the Siemens Corporation, he was an attorney with
the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson for five
years. Mr. Bridwell holds a B.S.B.A. in Finance from the University of Central Florida, and both an MBA and JD from
Emory University.
14
Shelby L. Pyatt, 52, Ms. Pyatt was appointed Vice President, Human Resources and Information Technology in
October 2015, having previously served as Vice President, Human Resources since July 2014. She also previously
served as Director, Compensation, Benefits and Employee Services from 2009 to July 2014 and Director,
Compensation and Employee Services from 2006 to 2009. She joined Rayonier in 2003 as Manager,
Compensation. Prior to joining Rayonier, Ms. Pyatt held human resources positions with CSX Corporation and
Barnett Bank. Ms. Pyatt holds a bachelor’s degree in Business Management.
W. Rhett Rogers, 46, Mr. Rogers was appointed Vice President, Portfolio Management in February 2017, having
previously served as Director, Land Asset Management. Mr. Rogers oversees the Company’s acquisition and
disposition activities, including Rural HBU and non-strategic land sales, as well as its land information systems
function. He joined Rayonier in 2001 as a District Technical Forester, and has held multiple positions of increasing
responsibility within the Company. Mr. Rogers holds a Bachelor of Science in Forestry from Louisiana Tech
University, and both an MBA and MS in Forest Resources from Mississippi State University.
April J. Tice, 49, Ms. Tice was appointed Vice President and Chief Accounting Officer in April 2021, having
previously served as Vice President, Financial Services and Corporate Controller. In this position, she acts as the
Company’s principal accounting officer. She joined Rayonier in 2010 as Manager, General Ledger, and has held
multiple positions of increasing responsibility within the finance and accounting departments. Prior to joining
Rayonier, Ms. Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private
companies located in Florida. Ms. Tice holds a Bachelor of Fine Arts from Florida State University and a Master of
Accountancy with a tax concentration from the University of North Florida. Ms. Tice is a Certified Public Accountant
in the State of Florida.
HUMAN CAPITAL
Rayonier is committed to creating an engaging and rewarding employee experience, as well as making safety a
priority in everything we do.
Our Culture and Employee Retention
We view our culture as an asset and believe that fostering a healthy culture is critical to achieving our goals of
being the preferred employer in the forestry industry and retaining key talent. We use various means to encourage
communication and information sharing across the organization.
Every two years we conduct a formal company-wide employee survey to provide anonymous feedback to
management. Survey results are benchmarked against our third-party provider’s global database, shared with
employees and also reviewed with our Board of Directors to help set non-financial goals for management.
The recruitment, retention and development of employees is essential to our success. We aim to provide
employees with opportunities to build skills and grow professionally, while also offering competitive compensation
commensurate with an individual’s experience, knowledge and performance. Our compensation packages consist
of a base salary and an annual bonus. We also use targeted equity-based grants with a multiyear vesting schedule
to help promote the retention of personnel and an ownership mentality across our organization. Our comprehensive
benefits package includes medical, dental, vision, life, accident, disability and paid parental and caregiver leave. We
also offer a health savings account, a dependent care spending account and an employee assistance plan. Our
401(k) retirement savings plan includes company matching contributions as well as enhanced retirement
contributions.
Employee Development
We offer a comprehensive approach to training and development which includes micro and on-demand
learning, classroom programs, coaching and mentoring, cross-functional assignments, a job rotation program for
early career foresters and conferences. We also provide a tuition reimbursement program, which reimburses 80% of
the costs of approved degree programs.
15
Workplace Safety
Safety is a way of life and a cornerstone of Rayonier’s culture — our key guiding principle is that all of our
employees and contractors should return home safely each day. To that end:
• We employ a systematic, four-pronged approach to developing and assimilating our safety principles: set
goals, communicate effectively, identify preventive measures and provide proper tools and training.
• We conduct meetings throughout our organization addressing key safety issues.
• We offer a variety of mandatory and optional safety courses each year in areas such as: defensive driving,
proper chainsaw use, ATV safety, CPR certifications and first aid, emergency evacuation, slips, trips and
falls, overhead hazards, fire prevention, internal reporting of safety incidents, general forestry requirements
and various other safety topics.
We generally engage contractors to perform a number of critical functions, such as the planting of trees and the
harvesting and hauling of logs. Our safety management programs are designed to use a collaborative approach to
focus on both employee and contractor safety. For our employees, driving is generally deemed to be the most
hazardous activity associated with our business given the geographic dispersion of our assets. However, for our
contracted workforce, activities associated with tree felling, extraction of logs and log transportation are the most
critical risk areas.
In New Zealand, we have a comprehensive safety management program that includes both employees and
contractors pursuant to local laws and the Health & Safety at Work Act 2015. Similar industry practices and
regulations do not exist in the United States for contractors. Nonetheless, in addition to our employee safety
programs in the U.S., we have initiated programs with our U.S. contractors to better educate them on safe work
practices. In 2022, 539 safety near miss reports were submitted and 282 contractor safety meetings were
conducted.
Employee Wellness
Our employee wellness program, Stay Strong, is designed to promote the overall health and well-being of our
employees by providing education, resources, and a financial investment in our employees’ wellness. Stay Strong
employs a comprehensive approach centered on four key areas: Health and Well-Being, Financial Wellness, Work-
Life Balance and Emotional Health. This includes a comprehensive benefits package, flexible work arrangements
and generous paid time off as well as specific workshops and programs tailored to locations.
Inclusion and Diversity
Rayonier is focused on promoting an inclusive and diverse workforce as we believe this plays an integral role in
maintaining an engaging employee experience. As of December 31, 2022, we had 419 employees, 322 in the U.S.
and 97 in New Zealand.
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The following charts provide details on diversity at Rayonier as of December 31, 2022:
WORKFORCE BY ETHNICITY
■ 0.9% American lndian/Alaskan Native
■ 1.9% Asian
■ 2.2% Black or African-American
• 3.4% Hispanic or Latino
■ 0.3% Two or more races
■ 91.3% White
■ 2.1% Asian
■ 59.8% European
■ 3.1% Maori
• 3.1% MELAA
• 8.2% Other
• 1.00/4 Pacific Peoples
• 22.7% Unknown
WORKFORCE BY GENDER
LEADERS BY GENDER (a)
■ Male ■ Female
U.S.
N.Z.
Overall
■ Male ■ Female
(a) Leaders are defined as employees w ho have responsibility for managing other employees.
We are seeking to improve our gender and racial diversity and have initiated actions to increase the diversity of
qualified candidates. To this end, alongside other initiatives, we have assembled an internal team to further enhance
and improve our efforts around promoting a diverse and inclusive culture where all employees are supported,
empowered and valued. This team will guide policy objectives within our organization and identify initiatives to help
increase diversity within the broader forestry industry.
AVAILABILITY OF REPORTS AND OTHER INFORMATION
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy
statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Securities
Exchange Act of 1934 are made available to the public free of charge in the Investor Relations section of our
website, www.rayonier.com, shortly after we electronically file such material with, or furnish them to, the SEC. Our
corporate governance guidelines and charters of all committees of our board of directors are also available on our
website. The information on our website is not incorporated by reference into this Annual Report on Form 10-K.
17
Item 1A. RISK FACTORS
Our operations are subject to a number of risks. When considering an investment in our securities, you should
carefully read and consider these risks, together with all other information in this Annual Report on Form 10-K. If any
of the events described in the following risk factors actually occur, our business, financial condition or operating
results, as well as the market price of our securities, could be materially adversely affected.
ECONOMIC RISK FACTORS
A sustained increase in the rate of inflation, a persistent period of heightened inflation and monetary policy
responses to the inflationary environment could negatively affect our stock price, results of operations and
financial condition.
The recent acceleration of inflation in the United States and global economies, should it persist, could adversely
affect us. In particular, increases in the cost and availability of labor for us and our contractors could increase our
costs, compress our margins and impact harvest levels. In addition, increases in energy and fuel costs could affect
our results of operations. Energy costs are a significant operating expense for logging and hauling contractors who
support us and the customers of our standing timber. The continued rapid rise in energy costs could have a
negative effect on the cost and availability of such contractors. Additionally, such rapidly rising energy costs may
have a negative impact on the cost of ocean freight for our exported products. Moreover, our selling, general and
administrative costs could increase. More generally, an increase in inflation and interest rates could have an
adverse impact on our cost of capital, which could impact the value of our long-lived assets, our ability to
economically acquire additional assets, the cost of debt and the value of our equity. One of the factors that may
influence the price of our common shares is our annual dividend yield as compared to the yields on other financial
instruments. An increase in market interest rates could cause increases in discount rates and, accordingly, a decline
in property values and total returns for timberland assets. Thus, an increase in market interest rates could result in
higher yields on other financial instruments and could adversely affect the relative attractiveness of an investment in
our equity and, accordingly, the trading price of our common shares. These macroeconomic factors impacting us
are beyond our control and could have a material adverse effect on our business, financial condition, results of
operations and the value of our equity.
We are exposed to the cyclicality of the markets in which we operate and other factors beyond our control,
which could adversely affect our results of operations.
In our Timber segments, the level of residential construction activity, including home repair and remodeling
activity, is the primary driver of sawtimber demand. In addition, demand for logs can be affected by the demand for
wood chips in the pulp and paper and engineered wood products markets, as well as the bio-energy production
markets. The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic
conditions, inflation, interest rates, credit availability, population growth, weather conditions, the ongoing COVID-19
pandemic and other factors. Changes in global economic conditions, such as new timber supply sources and
changes in currency exchange rates, foreign interest rates and foreign and domestic trade policies, can also
negatively impact demand for our timber and logs. In addition, the industries in which our customers participate are
highly competitive and may experience overcapacity or reductions in demand, all of which may affect demand for
and pricing of our products.
In our Real Estate segment, our inability to sell our HBU properties at attractive prices could have a significant
effect on our results of operations. Demand for real estate can be affected by the availability of capital, changes in
interest rates, availability and terms of financing, conditions in the credit markets generally, changes in
governmental agencies, changes in developer confidence, actions by conservation organizations, actions by anti-
development organizations, our ability to obtain land use entitlements and other permits necessary for our
development activities, local real estate market economic conditions, competition from other sellers of land and real
estate developers, the relative illiquidity of real estate investments, employment rates, new housing starts, the
ongoing COVID-19 pandemic, population growth, demographics and federal, state and local land use, zoning and
environmental protection laws or regulations (including any changes in laws or regulations). In addition, changes in
investor interest in purchasing timberlands could reduce our ability to execute sales of non-strategic timberlands.
These macroeconomic and cyclical factors impacting our operations are beyond our control and, if such
conditions deteriorate, could have an adverse effect on our business.
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The industries in which we operate are highly competitive.
The markets in which we operate are highly competitive, and we compete with companies that have
substantially greater financial resources than we do in each of these businesses. The competitive pressures relating
to our Timber segments are primarily driven by quantity of product supply and quality of the timber offered by
competitors in the domestic and export markets, each of which may impact pricing. With respect to our Real Estate
segment, we compete with other owners of entitled and unentitled properties. Each property has unique attributes,
but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic
areas in which we operate are the most significant competitive drivers. The markets in which our Trading segment
operates are very competitive with numerous entities competing for export log supply at different ports across New
Zealand.
Our business, financial condition and results of operations could be adversely affected by disruptions in
the global economy caused by the ongoing conflict between Russia and Ukraine.
The global economy has been negatively impacted by the military conflict between Russia and Ukraine. The
Russia-Ukraine conflict is fast-moving and uncertain. Global log and lumber markets have exhibited increased
volatility as sanctions have been imposed on Russia by the United States, the United Kingdom and the European
Union in response to Russia’s invasion of Ukraine. While we do not expect our operations to be directly impacted by
the conflict at this time, changes in global wood and commodity flows could impact the markets in which we operate,
which may in turn negatively impact our business, results of operations, supply chain and financial condition. In
addition, the effects of the ongoing conflict could heighten certain of our other known risks described herein.
OPERATIONAL RISK FACTORS
Weather, climate change and other natural conditions may limit our timber harvest and sales.
Weather conditions, changes in timber growth cycles, limitations on access (for example, due to prolonged wet
conditions) and other factors, including damage by fire, insect infestation, disease, prolonged drought and natural
disasters such as wind storms and hurricanes, may limit harvesting of our timberlands. Changes in the diversity of
plants and trees due to fluctuations in temperature and rainfall patterns, could adversely impact the long-term
growing conditions in our forests. The volume and value of timber that can be harvested from our timberlands may
be reduced by any such occurrence and other causes beyond our control. As is typical in the forestry industry, we
do not maintain insurance for any loss to our timber, including losses due to fire and these other causes. These and
other factors beyond our control could reduce our timber inventory and our sustainable yield, thereby adversely
affecting our financial results and cash flows.
Entitlement and development of real estate entail a lengthy, uncertain and costly governmental approval
process, which could adversely affect our ability to grow the businesses in our Real Estate segment.
Entitlement and development of real estate entail extensive approval processes involving multiple regulatory
jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state
and local governing and regulatory bodies. Any of these issues can materially affect the cost, timing and economic
viability of our real estate projects. Moreover, the real estate entitlement process is frequently a political one, which
involves uncertainty and often extensive negotiation and concessions in order to secure and maintain the necessary
approvals and permits. In the U.S., a significant amount of our development property is located in jurisdictions in
which local governments face challenging issues relating to growth and development, including zoning and future
land use, public services, water availability, transportation and other infrastructure, concurrency requirements,
affordable housing, land conservation efforts, and funding for same, and the requirements of state law. In addition,
anti-development groups are active, especially in Florida and Washington, in filing litigation to oppose particular
entitlement activities and development projects, and in seeking legislation and other anti-development limitations on
real estate development activities. We expect this type of anti-development activity to continue in the future.
Entitlement and development of real estate are also subject to lengthy, uncertain and costly implementation
processes. Large-scale developments may involve commitments from government agencies or third parties related
to the delivery of infrastructure improvements (such as roads, bridges, sidewalks, water, sewer and other utilities),
the certainty and timing of which are outside of our control.
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Changes in the laws, or interpretation or enforcement thereof, regarding the use and development of real
estate, changes in the political composition of state and local governmental bodies, impacts from the ongoing
COVID-19 pandemic, and the identification of new facts regarding our properties could lead to new or greater costs,
delays and liabilities that could materially adversely affect our business, profitability or financial condition.
Coronavirus (COVID-19 Pandemic.
The novel coronavirus (COVID-19) outbreak could materially adversely affect our financial condition and results
of operations.
Epidemics, pandemics or other such crises or public health concerns in regions of the world where we have
operations or sell products, could result in the disruption of our business. Specifically, the ongoing COVID-19
outbreak has resulted in increased travel restrictions and extended shutdowns of certain businesses around the
world, as well as continued volatility in economic conditions. These or any governmental or other regulatory
developments or health concerns in countries in which we operate or export to, especially China, could result in
operational restrictions or social and economic instability, or labor shortages. Infections may continue to spread or
certain areas may experience outbreaks due to new variants or otherwise, which could limit our ability to timely
harvest, sell and transport our timber, increase our costs, restrict our operations or cause supply chain disruptions
for us and our customers. Any of these developments could have a negative impact on our business, financial
condition and operating results. In addition, the COVID-19 pandemic could continue to adversely affect the
economies and markets of certain countries, resulting in further economic volatility that could have an adverse effect
on our business, operating results and financial condition, as well as market value of our securities. Further, our
customers may be negatively impacted due to disruptions in business and operating conditions and constraints on
their own liquidity and access to capital relating to COVID-19, which could increase our counterparty credit
exposure.
We depend on third parties for logging and transportation services and increases in the costs or decreases
in the availability of quality service providers could adversely affect our business.
Our Timber segments depend on logging and transportation services provided by third parties, both
domestically and internationally, including by railroad, trucks and/or ships. If any of our transportation providers were
to fail to deliver timber supply or logs to our customers in a timely manner, or were to damage timber supply or logs
during transport, we may be unable to sell it at full value, or at all. During the global COVID-19 pandemic, we have
experienced disruptions in the supply, and rapid inflation in the cost, of transportation and labor in connection with
timber harvesting and delivery. Tight job markets have increased the difficulty and cost of attracting and retaining
sufficient skilled labor for logging and transportation. Accordingly, our timber harvesting volumes and realized
margins have been negatively impacted in certain markets. As demand for timber accelerated with the recovery in
U.S. and New Zealand housing starts, the lack of adequate supply of logging contractors resulted in sharp
increases in logging costs and at times slowed deliveries. It is expected that the supply of qualified logging
contractors will be impacted by the availability and cost of debt financing for equipment purchases as well as the
limited availability of adequately trained loggers. Should demand for housing remain elevated, harvest levels may
further increase, placing more pressure on the existing supply of logging contractors. Any significant failure or
unavailability of third-party logging or transportation providers, or further increases in transportation rates, labor
rates and/or fuel costs, may result in higher logging costs or the inability to capitalize on stronger log prices to the
extent logging contractors cannot be secured at a competitive cost. Such events could harm our reputation,
negatively affect our customer relationships and adversely affect our business.
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We are subject to risks associated with doing business outside of the U.S.
Although the majority of our customers are in the U.S., a significant portion of our sales are to end markets
outside of the U.S., including China, South Korea, Japan, India, and New Zealand. The export of our products into
international markets results in risks inherent in conducting business pursuant to international laws, regulations and
customs. We expect that international sales will continue to contribute to future growth. The risks associated with
our business outside the U.S. include:
•
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changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which
our products are sold;
responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar
anti-bribery laws in other jurisdictions;
trade protection laws, policies and measures and other regulatory requirements affecting trade and
investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and
duties and import and export licensing requirements;
continuing negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest
products imports into China in connection with trade tensions between China and the U.S.;
business disruptions arising from public health crises and outbreaks of communicable diseases, especially
in China, including the outbreak of the virus known as the novel coronavirus;
difficulty in establishing, staffing and managing non-U.S. operations;
product damage or losses incurred during shipping;
potentially negative consequences from changes in or interpretations of tax laws;
economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations; and
uncertainties regarding non-U.S. judicial systems, rules and procedures;
These risks could adversely affect our business, financial condition and results of operations.
Our estimates of timber inventories and growth rates may be inaccurate, which could impair our ability to
realize expected revenues.
We rely upon estimates of merchantable timber inventories (which include judgments regarding inventories that
may be lawfully and economically harvested), timber growth rates and end-product yields when acquiring and
managing working forests. These estimates, which are inherently inexact and uncertain in nature, are central to
forecasting our anticipated timber revenues and expected cash flows. Growth rates and end-product yield estimates
are developed using statistical sampling, harvest results and growth and yield modeling, in conjunction with industry
research cooperatives and by in-house forest biometricians, using measurements of trees in research plots spread
across our timberland holdings. The growth equations predict the rate of height and diameter growth of trees so that
foresters can estimate the volume of timber that may be present in a tree stand at a given age. Tree growth varies
by species, soil type, geographic area, and climate. Errors in or inappropriate application of growth equations in
forest management planning may lead to inaccurate estimates of future volumes. If the assumptions we rely upon
change or these estimates are inaccurate, our ability to manage our timberlands in a sustainable or profitable
manner may be diminished, which may cause our results of operations and our stock price to be adversely affected.
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Our businesses are subject to extensive environmental laws and regulations that may restrict or adversely
affect our ability to conduct our business.
Environmental laws and regulations are constantly changing and are generally becoming more restrictive. Laws,
regulations and related judicial decisions and administrative interpretations affecting our business are subject to
change, and new laws and regulations are frequently enacted. These changes may adversely affect our ability to
harvest and sell timber, remediate contaminated properties and/or entitle real estate. These laws and regulations
may relate to, among other things, the protection of timberlands and endangered species, recreation and aesthetics,
protection and restoration of natural resources, surface water quality, timber harvesting practices, and remedial
standards for contaminated property and groundwater. Over time, the complexity and stringency of these laws and
regulations have increased and the enforcement of these laws and regulations has intensified. For example, the
U.S. Environmental Protection Agency (“EPA”) has pursued a number of initiatives that, if implemented, could
impose additional operational and pollution control obligations on industrial facilities like those of Rayonier’s
customers, especially in the area of air emissions and wastewater and stormwater control. Similarly, recent
legislation in Oregon will ultimately result in the addition of significant buffers and riparian management zones
adjacent to streams, the effect of which will be to reduce the areas within which we may harvest. In addition, as a
result of certain judicial rulings and state and federal initiatives, including some that would require timberland
operators to obtain permits to conduct certain ordinary course forestry activities, silvicultural practices on our
timberlands could be impacted in the future. Environmental laws and regulations will likely continue to become more
restrictive and over time could adversely affect our business, financial condition and results of operations.
If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be
adversely affected. We are required to seek permission from government agencies in the states and countries in
which we operate to perform certain activities related to our properties. Any of these agencies could delay review of,
or reject, any of our filings. In our Southern Timber, Pacific Northwest Timber and New Zealand Timber segments,
any delay associated with a filing could result in a delay or restriction in replanting, thinning, insect control, fire
control or harvesting, any of which could have an adverse effect on our operating results. For example, in
Washington State, we are required to file a Forest Practice Application for each unit of timberland to be harvested.
These applications may be denied, conditioned or restricted by the regulatory agency. Actions by the regulatory
agencies could delay or restrict timber harvest activities pursuant to these permits. Delays or harvest restrictions on
a significant number of applications could have an adverse effect on our operating results.
Environmental groups and interested individuals may seek to delay or prevent a variety of operations. We
expect that environmental groups and interested individuals will intervene with increasing frequency in the
regulatory processes in the states and countries where we own, lease or manage timberlands. For example, in
Washington State, environmental groups and interested individuals may appeal individual forest practice
applications or file petitions with the Forest Practices Board to challenge the regulations under which forest
practices are approved. These and other challenges could materially delay or prevent operations on our properties.
For example, interveners at times may bring legal action in Florida in opposition to entitlement and change of use of
timberlands to commercial, industrial or residential use. Delays or restrictions due to the intervention of
environmental groups or interested individuals could adversely affect our operating results. In addition to
intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that
seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. Any
threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to
modify or invest in our real estate. Among the remedies that could be enforced in a lawsuit is a judgment preventing
or restricting harvesting on a portion of our timberlands.
Third-party operators may create environmental liabilities. We lease and/or grant easements across some of our
properties to third-party operators for the purpose of operating communications towers, generating renewable
energy (wind and solar), operating pipelines for the transport of gases and liquids, and exploring, extracting,
developing and producing oil, gas, rock and other minerals. These activities are subject to federal, state and local
laws and regulations. These operations may also create risk of environmental liabilities for an unlawful discharge of
oil, gas, chemicals or other materials into the air, soil or water. Generally, these third-party operators indemnify us
against any such liability, and we require that they maintain liability insurance to the extent practical to do so.
However, if for any reason our third-party operators are not able to honor their obligations to us, or if insurance is
not in effect, then it is possible that we could be responsible for costs associated with environmental liabilities
caused by such third-party operators.
22
The impact of existing regulatory restrictions on future harvesting activities may be significant. U.S. federal,
state and local laws and regulations, as well as those of other countries, which are intended to protect threatened
and endangered species, as well as waterways and wetlands, limit and may prevent timber harvesting, road
building and other activities on our timberlands. Restrictions relating to threatened and endangered species apply to
activities that would adversely impact a protected species or significantly degrade its habitat. The size of the
restricted area varies depending on the protected species, the time of year and other factors, but can range from
less than one acre to several thousand acres. A number of species that naturally live on or near our timberlands,
including, among others, the northern spotted owl, marbled murrelet, several species of salmon and trout in the
Pacific Northwest, and the red cockaded woodpecker, red hills salamander, Louisiana pine snake and eastern
indigo snake in the Southeast, are protected under the Federal Endangered Species Act (the “ESA”) or similar U.S.
federal and state laws. A significant number of other species are currently under review for possible protection under
the ESA. As we gain additional information regarding the presence of threatened or endangered species on our
timberlands, or if other regulations, such as those that require buffers to protect water bodies, become more
restrictive, the amount of our timberlands subject to harvest restrictions could increase.
We formerly owned or operated or may own or acquire timberlands or properties that may require
environmental remediation or otherwise be subject to environmental and other liabilities. We owned or operated
manufacturing facilities and discontinued operations that we do not currently own, and we may currently own or may
acquire timberlands and other properties in the future that are subject to environmental liabilities, such as
remediation of soil, sediment and groundwater contamination and other existing or potential liabilities. In connection
with the spin-off of our Performance Fibers business in 2014, and pursuant to the related Separation and
Distribution Agreement between us and Rayonier Advanced Materials, Rayonier Advanced Materials has assumed
any environmental liability of ours in connection with the manufacturing facilities and discontinued operations related
to the Performance Fibers business and has agreed to indemnify and hold us harmless in connection with such
environmental liabilities. However, in the event we seek indemnification from Rayonier Advanced Materials, we
cannot provide any assurance that a court will enforce our indemnification right if challenged by Rayonier Advanced
Materials or that Rayonier Advanced Materials will be able to fund any amounts for indemnification owed to us. In
addition, the cost of investigation and remediation of contaminated timberlands and properties that we currently own
or acquire in the future could increase operating costs and adversely affect financial results. We could also incur
substantial costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting our
operations or requiring corrective measures, installation of pollution control equipment or other remedial actions),
clean-up and closure costs, and third-party claims for property damage and personal injury as a result of violations
of, or liabilities under, environmental laws and regulations related to such timberlands or properties.
REIT AND TAX-RELATED RISK FACTORS
Loss of our REIT status would adversely affect our cash flow and stock price.
We intend to continue to operate in accordance with REIT requirements pursuant to the Internal Revenue Code
of 1986, as amended (the “Code”), and related U.S. Treasury regulations and administrative guidance. Qualification
as a REIT involves the application of highly technical and complex provisions of the Code, which are subject to
change, perhaps retroactively, and which are not within our control. We cannot assure that we will remain qualified
as a REIT or that new legislation, U.S. Treasury regulations, administrative interpretations or court decisions will not
significantly affect our ability to remain qualified as a REIT or the U.S. federal income tax consequences of such
qualification.
We monitor and test our compliance with all REIT requirements. In particular, we regularly test our compliance
with the REIT “asset tests,” which require generally that, at the close of each calendar quarter: (1) at least 75% of
the market value of our total assets must consist of REIT-qualifying interests in real property (such as timberlands),
including leaseholds and options to acquire real property and leaseholds, as well as cash and cash items and
certain other specified assets, (2) no more than 25% of the market value of our total assets may consist of other
assets that are not qualifying assets for purposes of the 75% test in clause (1) above, and (3) no more than 20%
(25% for calendar years prior to 2018) of the market value of our total assets may consist of the securities of one or
more “taxable REIT subsidiaries.” As of December 31, 2022, Rayonier is in compliance with these asset tests.
23
If in any taxable year we fail to qualify as a REIT and are not entitled to relief under the Code, we will not be
allowed a deduction for dividends paid to shareholders in computing our taxable income and we will be subject to
U.S. federal income tax on our REIT taxable income. In addition, we will be disqualified from qualification as a REIT
for the four taxable years following the year during which the qualification was lost, unless we are entitled to relief
under certain provisions of the Code. As a result, our net income and the cash available for distribution to our
shareholders could be reduced for up to five years or longer, which could have a material adverse effect on our
financial condition.
If we fail to remain qualified as a REIT, we may also need to borrow funds or liquidate some investments or
assets to pay any resulting additional tax liability. Accordingly, cash available for distribution to our shareholders
would be reduced.
Certain of our business activities are potentially subject to prohibited transactions tax.
As a REIT, we will be subject to a 100% tax on any net income from “prohibited transactions.” In general,
prohibited transactions are sales or other dispositions of property to customers in the ordinary course of business.
Sales of logs, and dealer sales of timberlands or other real estate, constitute prohibited transactions unless the sale
satisfies certain safe harbor provisions in the Code.
We intend to avoid the 100% prohibited transactions tax by complying with the prohibited transaction safe
harbor provisions and conducting activities that would otherwise be prohibited transactions through one or more
taxable REIT subsidiaries. We may not, however, always be able to identify timberland properties that become part
of our “dealer” real estate sales business. Therefore, if we sell timberlands which we incorrectly identify as property
not held for sale to customers in the ordinary course of business, we may be subject to the 100% prohibited
transactions tax.
Failure of Operating Partnership to maintain status as a partnership for U.S. federal income tax purposes.
We believe our Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. As a
partnership, our Operating Partnership is not subject to U.S. federal income tax on its income. Instead, each of the
partners is allocated its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS
will not challenge the status of our Operating Partnership as a partnership for U.S. federal income tax purposes. If
the IRS were to successfully challenge the status of our Operating Partnership as a partnership, it would be taxable
as a corporation. In such event, this would reduce the amount of distributions that our Operating Partnership could
make, which could have further implications as to our ability to maintain our status as a REIT. This would
substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder’s
investment.
Our cash dividends and Operating Partnership distributions are not guaranteed and may fluctuate.
Generally, REITs are required to distribute 90% of their ordinary taxable income, but not their net capital gains
income. Accordingly, we do not generally believe that we are required to distribute material amounts of cash since
substantially all of our taxable income is generally treated as capital gains income. However, a REIT must pay
corporate level tax on its undistributed taxable income and capital gains.
Our Board of Directors, in its sole discretion, determines the amount of quarterly dividends to be paid to our
shareholders based on consideration of a number of factors. These factors include, but are not limited to, our results
of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and
other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions
and divestitures, harvest levels, changes in the price and demand for our products and general market demand for
timberlands, including those timberland properties that have higher and better uses. Consequently, our dividend
levels may fluctuate. Because our Operating Partnership distributions are aligned with the dividend, such
distributions may also fluctuate.
24
Lack of shareholder ownership and transfer restrictions in our articles of incorporation may affect our
ability to qualify as a REIT.
In order to qualify as a REIT, an entity cannot have five or fewer individuals who own, directly or indirectly after
applying attribution of ownership rules, 50% or more of the value of its outstanding shares during the last six months
in each calendar year. Although it is not required by law or the REIT provisions of the Code, almost all REITs have
adopted ownership and transfer restrictions in their articles of incorporation or organizational documents which seek
to assure compliance with that rule. While we are not in violation of the ownership rules, we do not have, nor do we
have any current plans to adopt, share ownership and transfer restrictions. As such, the possibility exists that five or
fewer individuals could acquire 50% or more of the value of our outstanding shares, which could result in our
disqualification as a REIT.
GENERAL RISK FACTORS
The impacts of climate-related initiatives, at the international, U.S. federal and state levels, remain uncertain
at this time.
There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address
domestic and global climate issues. Within the U.S., most of these proposals would regulate and/or tax the
production of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound
emissions into the atmosphere, and provide tax and other incentives to produce and use “cleaner” energy.
Additionally, our investors and other stakeholders are increasingly focused on the impacts of climate change on
their investments and our business prospects.
In late 2009, the EPA issued an “endangerment finding” under the Clean Air Act with respect to certain
greenhouse gases, leading to the regulation of carbon dioxide as a pollutant under the Clean Air Act and having
significant ramifications for Rayonier and the industry in general. In this regard, the EPA has published various
regulations, affecting the operation of existing and new industrial facilities that emit carbon dioxide. As a result of the
EPA’s decision to regulate greenhouse gases under the Clean Air Act, states will now have to consider them in
permitting new or modified facilities.
Overall, it is reasonably likely that legislative and regulatory activity in this area will in some way affect Rayonier
and the U.S. customers of our Southern Timber and Pacific Northwest Timber segments, but it is unclear at this time
what the nature of the impact will be. We continue to monitor political and regulatory developments in this area, but
their overall impact on Rayonier, from a cost, benefit and financial performance standpoint, remains uncertain at this
time. In addition, the EPA has yet to finalize the treatment of biomass under greenhouse gas regulatory schemes,
leaving Rayonier’s biomass customers in a position of uncertainty.
Expectations relating to environmental, social and governance considerations expose Rayonier to potential
liabilities, increased costs, reputational harm and other adverse effects on Rayonier’s business.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly
focused on environmental, social and governance considerations relating to businesses, including greenhouse gas
emissions, human capital and diversity, equity and inclusion. Rayonier makes statements about these matters
through information provided on its website, press releases and other communications, including through its
Sustainability and Carbon Reports. Responding to these environmental, social and governance considerations
involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires
investments and is impacted by factors that may be outside Rayonier’s control. In addition, some stakeholders may
disagree with Rayonier’s initiatives and the focus of stakeholders may change and evolve over time. Stakeholders
also may have very different views on where environmental, social and governance focus should be placed,
including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure,
by Rayonier to further its initiatives, adhere to its public statements, comply with federal, state or international
environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations
and standards could result in legal and regulatory proceedings against Rayonier and materially adversely affect
Rayonier’s business, reputation, results of operations, financial condition and stock price.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
25
Item 2. PROPERTIES
Our timber operations are comprised of our core timberland holdings, which are disaggregated into three
geographically distinct reporting segments: Southern Timber, Pacific Northwest Timber and New Zealand Timber.
The following table provides a breakdown of our timberland holdings as of September 30, 2022 and December 31,
2022:
(acres in 000s)
As of September 30, 2022
As of December 31, 2022
Owned
Leased
Total
Owned
Leased
Total
Core Timberland Holdings
Southern
Alabama
Arkansas
Florida
Georgia
Louisiana
Oklahoma
South Carolina
Texas
Pacific Northwest
Oregon
Washington
New Zealand (a)
Total
223
—
348
618
139
91
16
221
14
4
51
64
—
—
—
—
237
4
399
682
139
91
16
221
258
—
347
647
148
91
16
285
14
2
47
64
—
—
—
—
272
2
394
711
148
91
16
285
1,656
133
1,789
1,792
127
1,919
61
421
482
187
2,325
—
4
4
230
367
61
425
486
417
2,692
61
410
471
188
2,451
—
3
3
229
359
61
413
474
417
2,810
(a) Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest. As of December 31,
2022, legal acres in New Zealand were comprised of 297,000 plantable acres and 120,000 non-productive acres.
26
The following tables detail changes in our portfolio of owned and leased timberlands by state from
December 31, 2021 to December 31, 2022:
(acres in 000s)
Southern
Alabama
Florida
Georgia
Louisiana
Oklahoma
South Carolina
Texas
Pacific Northwest
Oregon
Washington
New Zealand (a)
Total
December 31,
2021
Acquisitions
Sales
December 31,
2022
Acres Owned
223
350
619
140
92
16
225
1,665
61
425
486
187
2,338
36
1
29
9
—
—
65
140
—
—
—
1
141
(1)
(4)
(1)
(1)
(1)
—
(5)
(13)
—
(15)
(15)
—
(28)
258
347
647
148
91
16
285
1,792
61
410
471
188
2,451
(a) Represents legal acres owned by the New Zealand subsidiary, in which Rayonier has a 77% interest.
(acres in 000s)
Southern
Alabama
Arkansas
Florida
Georgia
Pacific Northwest
Washington (b)
New Zealand (c)
Total
December 31,
2021
New Leases
Sold/Expired
Leases (a)
December 31,
2022
Acres Leased
14
4
51
64
133
4
232
369
—
—
—
—
—
—
—
—
—
(2)
(4)
—
(6)
(1)
(3)
(10)
14
2
47
64
127
3
229
359
Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
(a)
(b) Primarily timber reservations acquired in the merger with Pope Resources.
(c) Represents legal acres leased by the New Zealand subsidiary, in which Rayonier has a 77% interest.
27
TIMBERLAND LEASES & DEEDS
See Note 16 - Leases for more information on U.S. and New Zealand timberland leases including lease terms
and renewal provisions.
The following table details our acres under lease as of December 31, 2022 by type of lease and estimated lease
expiration:
(acres in 000s)
Location
Southern ............... Fixed Term
Type of Lease
Fixed Term with Renewal Option (a)
Pacific Northwest. Fixed Term (b)
New Zealand........ CFL - Perpetual (c)
CFL - Fixed Term (c)
CFL - Terminating (c)
Forestry Right (c)
Fixed Term Land Leases
Total Acres under Long-term Leases..............................
Lease Expiration
Total
2023-2032
2033-2042
2043-2052 Thereafter
117
10
3
75
3
11
124
16
359
73
3
—
—
—
1
35
—
112
38
7
2
—
—
—
4
—
51
—
—
1
—
—
8
6
2
17
6
—
—
75
3
2
79
14
179
(a) Includes approximately 2,000 acres of timber deeds.
(b) Primarily timber reservations acquired in the merger with Pope Resources.
(c) Estimated lease expiration / termination based on the earlier of: (1) the scheduled expiration / termination date, or (2) the estimated year of
final harvest before such expiration / termination date.
The following table details our estimated leased acres, lease expirations and lease costs over the next five years:
(acres and dollars in 000s, except per acre amounts)
Location
Southern....................
2023
2024
2025
2026
2027
Pacific Northwest ....
New Zealand ............
Leased Acres Expiring (a)
Year-end Leased Acres (a)
35
92
2
90
24
66
—
66
11
55
Estimated Annual Lease Cost (a)(b)
Average Lease Cost per Acre (a)
$4,285
$37.69
$3,579
$42.10
$3,551
$41.99
$2,987
$49.68
$2,925
$49.50
Leased Acres Expiring
Year-End Leased Acres (c)
—
3
—
3
—
3
—
3
—
3
Leased Acres Expiring
Year-end Leased Acres
Estimated Annual Lease Cost (b)(e)
Average Lease Cost per Acre (d)(e)
—
229
$4,762
$25.91
—
229
$4,762
$25.91
1
228
$4,762
$25.91
10
218
$4,748
$25.90
—
218
$4,748
$25.90
(a) Includes timber deeds.
(b) Represents capitalized and expensed lease payments.
(c) Primarily timber reservations acquired in the merger with Pope Resources for which no lease payments are made.
(d) Excludes lump sum payments.
(e) Based on the year-end foreign exchange rate.
OTHER NON-TIMBERLAND LEASES
See Note 16 - Leases for information on other non-timberland leases.
Item 3.
LEGAL PROCEEDINGS
The information set forth under Note 11 — Contingencies is incorporated herein by reference.
28
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
29
PART II
Item 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Rayonier Inc.
MARKET FOR THE REGISTRANT’S COMMON EQUITY
Rayonier Inc.’s common shares are publicly traded on the NYSE, the only exchange on which our shares are
listed, under the trading symbol RYN. Shares of the Company have no par value.
DIVIDENDS
Common stock cash dividends during the years ended December 31, 2022, 2021 and 2020 aggregated to
$1.125, $1.08 and $1.08, respectively.
HOLDERS
Including institutional holders, there were approximately 4,606 shareholders of record of our common shares on
February 17, 2023.
UNREGISTERED SALES OF EQUITY SECURITIES
From time to time, the Company may issue shares of common stock in exchange for units in the Operating
Partnership. Such shares are issued based on an exchange ratio of one common share for each unit in the
Operating Partnership. During the quarter ended December 31, 2022, the Company issued 2,500 common shares
in exchange for an equal number of units in the Operating Partnership pursuant to the Operating Partnership
agreement.
ISSUER REPURCHASES
In February 2016, the Board of Directors approved the repurchase of up to $100 million of Rayonier’s common
shares (the “share repurchase program”) to be made at management’s and the Board of Directors’ discretion. The
program has no time limit and may be suspended or discontinued at any time. There were no shares repurchased
under this program in the fourth quarter of 2022. As of December 31, 2022, there was $87.7 million, or
approximately 2,661,664 shares based on the period-end closing stock price of $32.96, remaining under this
program.
The following table provides information regarding our purchases of Rayonier common shares during the
quarter ended December 31, 2022:
Period
October 1 to October 31....................................
November 1 to November 30 ...........................
December 1 to December 31 ...........................
Total .....................................
Total
Number of
Shares
Purchased
—
—
—
—
Average
Price
Paid per
Share
—
—
—
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (a)
—
—
—
—
Maximum Number
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs (b)
2,603,218
2,445,051
2,661,664
(a) Purchases made in open-market transactions under the $100 million share repurchase program announced on February 10, 2016.
(b) Maximum number of shares authorized to be purchased at the end of October, November and December are based on month-end closing
stock prices of $33.70, $35.88 and $32.96, respectively.
30
Rayonier, L.P.
MARKET FOR UNITS OF THE OPERATING PARTNERSHIP
There is no public trading market for Operating Partnership units.
HOLDERS
Including institutional holders, there were approximately 15 holders of record of our Operating Partnership units
(other than the Company) on February 17, 2023.
DISTRIBUTIONS
The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Rayonier Inc.’s
common shares.
UNREGISTERED SALES OF EQUITY SECURITIES
There were no unregistered sales of equity securities made by the Operating Partnership during the quarter
ended December 31, 2022.
ISSUER PURCHASES OF EQUITY SECURITIES
Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to
redeem their Operating Partnership units for cash, or at our election, shares of Rayonier Common Stock on a one-
for-one basis. During the quarter ended December 31, 2022, 2,500 Operating Partnership units held by limited
partners were redeemed in exchange for shares of Rayonier Common Stock.
31
STOCK PERFORMANCE GRAPH
The following graph compares the performance of Rayonier’s common shares (assuming reinvestment of
dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices –
the S&P Global Timber and Forestry Index and the FTSE NAREIT All Equity REIT Index.
The table and related information below shall not be deemed to be “filed” with the SEC, nor shall such
information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities
Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by
reference into such filing.
The data in the following table was used to create the above graph as of December 31:
2021
2022
2020
2019
$111 $104 $147 $124
157
126
100
103
192
105
149
127
144
114
111
93
2017
Rayonier Inc............................................................................................... $100
S&P 500® Index .........................................................................................
100
S&P® Global Timber and Forestry Index ...............................................
FTSE NAREIT All Equity REIT Index.....................................................
100
100
2018
$90
96
80
92
Item 6.
SELECTED FINANCIAL DATA
Not applicable.
32
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OBJECTIVE
The objective of the Management’s Discussion and Analysis is to detail material information, events,
uncertainties and other factors impacting the Company and the Operating Partnership and to provide investors an
understanding of “Management’s perspective.” Item 7, Management’s Discussion and Analysis (MD&A) highlights
the critical areas for evaluating the Company’s performance which includes a discussion on the reportable
segments, liquidity and capital, and critical accounting estimates. The MD&A is provided as a supplement to, and
should be read in conjunction with, our financial statements and notes.
EXECUTIVE SUMMARY
OUR COMPANY
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most
productive softwood timber growing regions in the U.S. and New Zealand. Our revenues, operating income and
cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest
Timber, New Zealand Timber, Real Estate and Trading. We own or lease under long-term agreements
approximately 2.4 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana,
Oklahoma, Oregon, South Carolina, Texas and Washington. We also have a 77% ownership interest in Matariki
Forestry Group, a joint venture (“New Zealand subsidiary”), that owns or leases approximately 417,000 gross acres
(297,000 net plantable acres) of timberlands in New Zealand.
Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and
delivered logs. Sales from our timber segments include all activities related to the harvesting of timber and other
value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction
and cell towers, as well as nature based solutions such as carbon credit sales. We believe we are the second
largest publicly-traded timberland REIT and the fourth largest private timberland owner in the United States. Our
Real Estate business manages all property sales and seeks to maximize the value of our properties that are more
valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-
strategic timberlands. Our Trading segment, primarily consisting of activity by the New Zealand subsidiary, markets
and sells timber owned or acquired from third parties in New Zealand and Australia. We also engage in log trading
activities from the U.S. South and U.S. Pacific Northwest.
CURRENT YEAR DEVELOPMENTS
During 2022, we acquired approximately 141,000 acres of timberlands for $458.5 million. For additional
information on acquisitions, see Note 4 - Timberland Acquisitions.
INDUSTRY AND MARKET CONDITIONS
The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other
wood products. The significant majority of timber sold in our Southern Timber segment is consumed domestically.
With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp
and paper, and to a lesser extent wood pellet markets. Our Pacific Northwest Timber segment relies primarily on
domestic customers but also exports a significant volume of timber, particularly to China. The Southern Timber and
Pacific Northwest Timber segments rely on the strength of U.S. lumber markets as well as underlying housing
starts. Our New Zealand Timber segment sells timber to domestic New Zealand wood products mills and also
exports a significant portion of its volume to markets in China, South Korea and Taiwan. In addition to market
dynamics in the Pacific Rim, the New Zealand Timber segment is subject to foreign exchange fluctuations, which
can impact the operating results of the segment in U.S. dollar terms.
During 2022, global log and lumber markets experienced increased volatility due in part to Russia’s invasion of
Ukraine and subsequent sanctions placed on Russia. While we do not expect our operations to be directly impacted
by the conflict at this time, changes in global wood and commodity flows could impact the markets in which we
operate.
33
In 2022, pricing in the U.S. South improved versus the prior year, with increases in both pulpwood and
sawtimber prices in response to favorable local market supply and demand dynamics. While pricing can be
influenced by macroeconomic factors, including residential construction activity, prices can vary considerably on a
local level based on weather, the available inventory of logs, mill demand, and export market access. In the Pacific
Northwest, average log prices for 2022 were higher when compared to the prior year, driven by a combination of
improved sawtimber pricing resulting from strong domestic demand from lumber mills, as well as higher pulpwood
pricing resulting from strong end-market demand and supply constraints. In New Zealand, average log prices for
2022 were lower than the prior year, which reflected the decline in the NZ$/US$ exchange rate, as well as the
COVID lockdowns and construction market headwinds in China which constrained export market demand.
We are subject to the risk of price fluctuations in certain of our cost components, primarily logging and
transportation (cut and haul), ocean freight and demurrage costs. In 2022, each of our timber segments
experienced upward pressure on these cost components, with the most significant increase experienced in logging
and transportation costs in our Southern Timber segment. Other major components of our cost of sales are the cost
basis of timber sold (depletion) and the cost basis of real estate sold. Depletion includes the amortization of
capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain
payroll costs. The cost basis of real estate sold includes the cost basis in land and costs directly associated with the
development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities
and/or other improvements. Other costs include amortization of capitalized costs related to road and bridge
construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise
taxes, fire prevention and real estate commissions and closing costs.
In Real Estate, overall demand and pricing for HBU properties remained strong in 2022. While higher interest
rates caused demand for certain rural properties to moderate during the second half of 2022, favorable migration
and demographic trends continue to benefit our improved development properties, specifically Wildlight, our
development project north of Jacksonville, Florida, and Heartwood, our development project south of Savannah,
Georgia.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements requires us to establish accounting policies and make estimates,
assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent
assets and liabilities in our Annual Report on Form 10-K. We base these estimates and assumptions on historical
data and trends, current fact patterns, expectations and other sources of information we believe are reasonable.
Actual results may differ from these estimates.
MERCHANTABLE INVENTORY AND DEPLETION COSTS AS DETERMINED BY TIMBER HARVEST MODELS
An annual depletion rate is established for each particular region by dividing the cost of merchantable inventory
(including costs described above) by standing merchantable inventory volume. Pre-merchantable records are
maintained for each planted year age class, including acres planted, stems per acre and costs of planting and
tending. For more information, see Discussion of Timber Inventory and Sustainable Yield in Item 1 - Business.
Significant assumptions and estimates are used in the recording of timber inventory and depletion costs.
Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual
versus estimated growth rates and changes in the age when timber is considered merchantable. A 3% company-
wide change in estimated standing merchantable inventory would have caused an estimated change of
approximately $3.9 million to 2022 depletion expense.
Merchantable standing timber inventory is estimated by our land information services group annually, using
industry-standard computer software. The inventory calculation takes into account growth, in-growth (annual
transfer of oldest pre-merchantable age class into merchantable inventory), timberland sales and the annual harvest
specific to each business unit. The age at which timber is considered merchantable is reviewed periodically and
updated for changing harvest practices, future harvest age profiles and biological growth factors.
34
Acquisitions of timberland can also affect the depletion rate. Upon the acquisition of timberland, we make a
determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to
create a new pool. The determination is based on the geographic location of the new timber, the customers/markets
that will be served and species mix. During 2022, we acquired 141,000 acres of timberlands in Alabama, Florida,
Georgia, Louisiana, Texas, Washington and New Zealand. These acquisitions did not have a material impact on
2022 depletion rates.
REVENUE RECOGNITION
See Note 1 - Summary of Significant Accounting Policies.
DETERMINING THE ADEQUACY OF PENSION AND OTHER POSTRETIREMENT BENEFIT ASSETS AND
LIABILITIES
We have one qualified non-contributory defined benefit pension plan covering a portion of our employees and
an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plan.
The qualified and unfunded plans are closed to new participants. Effective December 31, 2016, we froze benefits for
all employees participating in the pension plans.
In 2022, we recognized $0.2 million of pension and postretirement benefit credit due to the expected return on
plan assets offsetting interest costs and amortization of losses. Numerous estimates and assumptions are required
to determine the proper amount of pension and postretirement liabilities and annual expense to record in our
financial statements. The key assumptions include discount rate, return on assets, health care cost trends, mortality
rates and longevity of employees. Although there is authoritative guidance on how to select most of the
assumptions, some degree of judgment is exercised in selecting these assumptions. Different assumptions, as well
as actual versus expected results, would change the periodic benefit cost and funded status of the benefit plans
recognized in the financial statements. The changes in our discount rate and expected return on plan assets have
an inverse relationship with our projected benefit obligation and pension expense, respectively. A hypothetical 25
basis point increase/decrease in our pension plan’s discount rate would result in a decrease/increase in the
projected benefit obligation of approximately $1.9 million and $2.0 million, respectively. A hypothetical 25 basis point
increase/decrease in our pension plan’s expected return on plan assets assumption would result in a decrease/
increase in pension expense of approximately $0.2 million. See Note 18 — Employee Benefit Plans for additional
information.
IMPAIRMENT OF LONG-LIVED ASSETS
We review the carrying amount of long-lived assets whenever an event or a change in circumstances indicates
that the carrying value of the asset or asset group may not be recoverable through future operations. If we evaluate
recoverability, we are required to estimate future cash flows and residual value of the asset or asset group. The
evaluation of future cash flows requires the use of assumptions that include future economic conditions such as
construction costs and sales values that may differ from actual results. An impairment loss is recognized if the
carrying amount of an asset is not recoverable and exceeds its fair value. See Note 1 — Summary of Significant
Accounting Policies for additional information.
DEFERRED TAX ITEMS
The Timber and Real Estate operations conducted within our REIT are generally not subject to U.S. income
taxation. We expect any variability in our effective tax rate and the amount of cash taxes to be paid to be driven
primarily by our New Zealand Timber and Trading segments. Rayonier’s taxable REIT subsidiary is subject to U.S.
federal and state income taxes. Deferred tax expense or benefit is recognized in the financial statements according
to the changes in deferred tax assets and liabilities between years. Valuation allowances are established to reduce
deferred tax assets when it becomes more likely than not that such assets will not be realized. See Note 20 —
Income Taxes for additional information about our unrecognized tax benefits.
35
ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
We determine the costs of environmental remediation for areas we have been named potentially liable parties
based on evaluations of current law and existing technologies. Inherent uncertainties exist in such evaluations
primarily due to unknown environmental conditions, changing governmental regulations and legal standards
regarding liability and emerging remediation technologies. At December 31, 2022, the total amount of liabilities
recorded on our Consolidated Balance Sheets related to environmental contamination and Natural Resource
Damages was $15.6 million, which reflected an increase in liabilities related to revised environmental and natural
resources damage cost estimates recorded in the fourth quarter of 2022. This is management’s best estimate of the
costs for remediation and restoration, however, management will continue to monitor the cleanup process and make
adjustments to the liability as needed. For more information, see Governmental Regulations and Environmental
Matters in Item 1 - Business, Note 1 — Summary of Significant Accounting Policies and Note 12 — Environmental
Remediation Liabilities.
36
RESULTS OF OPERATIONS
Summary of our results of operations for the three years ended December 31:
Financial Information (in millions of dollars)
2022
2021
2020
Sales
Southern Timber .......................................................................................................................................... $264.2
162.2
Pacific Northwest Timber............................................................................................................................
274.1
New Zealand Timber...................................................................................................................................
—
Timber Funds (a)
Real Estate
$204.4
143.0
281.2
199.4
$191.8
120.8
202.3
29.6
Improved Development....................................................................................................................
Unimproved Development...............................................................................................................
Rural ...................................................................................................................................................
Timberland & Non-Strategic............................................................................................................
Conservation Easement ..................................................................................................................
Deferred Revenue/Other (b) ...........................................................................................................
Large Dispositions............................................................................................................................
Total Real Estate...............................................................................................................................
Trading ..........................................................................................................................................................
51.7
37.5
43.1
—
3.9
(2.4)
56.0
189.9
95.4
(3.7)
Intersegment Eliminations..........................................................................................................................
Total Sales................................................................................................................................................... $909.1 $1,109.6
35.4
—
59.5
11.4
—
1.2
30.5
138.0
71.0
(0.4)
Operating Income (Loss)
Southern Timber ..........................................................................................................................................
Pacific Northwest Timber............................................................................................................................
New Zealand Timber...................................................................................................................................
Timber Funds (a) .........................................................................................................................................
Real Estate (b)(c).........................................................................................................................................
Trading ..........................................................................................................................................................
Corporate and other ....................................................................................................................................
$96.6
15.2
30.6
—
58.5
0.4
(35.5)
165.8
(36.2)
2.6
(9.4)
122.8
(13.3)
Net Income Attributable to Rayonier, L.P. .......................................................................................... $109.5
(2.4)
Net Income Attributable to Rayonier Inc............................................................................................. $107.1
Operating Income......................................................................................................................................
Interest expense ..........................................................................................................................................
Interest and other miscellaneous income, net ........................................................................................
Income tax expense ....................................................................................................................................
Net Income ..................................................................................................................................................
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates (d)..
Less: Net income attributable to noncontrolling interests in the operating partnership.............
Adjusted EBITDA (e)
Southern Timber .......................................................................................................................................... $156.9
Pacific Northwest Timber............................................................................................................................
63.9
New Zealand Timber...................................................................................................................................
54.5
Timber Funds ...............................................................................................................................................
—
Real Estate ...................................................................................................................................................
72.7
Trading ..........................................................................................................................................................
0.4
Corporate and other ....................................................................................................................................
(34.2)
Total Adjusted EBITDA (e) ...................................................................................................................... $314.2
$66.1
6.8
51.5
63.3
112.5
0.1
(30.6)
269.8
(44.9)
0.2
(14.6)
210.5
(53.4)
$157.1
(4.5)
$152.6
$120.2
57.3
78.5
2.3
100.7
0.1
(29.4)
$329.8
14.5
8.4
67.2
19.3
3.1
0.9
116.0
229.3
89.0
(3.6)
$859.2
$41.3
(10.0)
30.0
(13.2)
72.0
(0.5)
(45.2)
74.4
(38.8)
1.2
(7.0)
29.8
7.8
$37.6
(0.5)
$37.1
$109.1
37.1
55.0
1.8
91.4
(0.5)
(26.6)
$267.4
(a) The year ended December 31, 2021 includes sales and operating income of $156.8 million and $51.5 million, respectively, from Fund II
(b)
(c)
Timberland Dispositions.
Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to
residential and commercial lease revenue.
The year ended December 31, 2022 includes $16.0 million of equity income from the sale of a multi-family apartment complex in
Bainbridge Island, Washington and $16.6 million from Large Dispositions. The years ended December 31, 2021 and December 31, 2020
include income of $44.8 million and $28.7 million, respectively, from Large Dispositions.
(d) The year ended December 31, 2021 includes a $41.2 million gain from Fund II Timberland Dispositions. The year ended December 31,
2020 includes a $7.3 million loss related to timber write-offs resulting from casualty events.
(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
37
Southern Timber Overview
Sales Volume (in thousands of tons)
Pine Pulpwood ..............................................................................
Pine Sawtimber .............................................................................
Total Pine Volume ......................................................................
Hardwood.......................................................................................
Total Volume ................................................................................
% Delivered Volume (vs. Total Volume) ....................................
% Pine Sawtimber Volume (vs. Total Pine Volume) ................
% Export Volume (vs. Total Volume) (a)....................................
Net Stumpage Prices (dollars per ton) (b)
Pine Pulpwood ..............................................................................
Pine Sawtimber .............................................................................
Weighted Average Pine.............................................................
Hardwood.......................................................................................
Weighted Average Total............................................................
Summary Financial Data (in millions of dollars)
Timber Sales..................................................................................
Less: Cut and Haul .......................................................................
Less: Port and Freight..................................................................
Net Stumpage Sales...................................................................
Non-Timber Sales .........................................................................
Total Sales ....................................................................................
Operating Income .........................................................................
(+) Timber write-offs resulting from casualty events (c)..........
(+) Depreciation, depletion and amortization ...........................
Adjusted EBITDA (d) ....................................................................
2022
2021
2020
3,911
2,041
5,952
331
6,283
43%
34%
2%
$22.45
34.36
$26.53
23.48
$26.37
$236.6
(64.0)
(6.8)
$165.8
27.6
$264.2
$96.6
—
60.3
$156.9
3,516
2,001
5,517
177
5,694
40%
36%
5%
$19.09
28.27
$22.42
17.96
$22.28
$179.8
(43.6)
(9.4)
$126.9
24.6
$204.4
$66.1
—
54.1
$120.2
3,804
2,243
6,047
152
6,199
41%
37%
3%
$15.83
25.72
$19.50
11.52
$19.30
$170.2
(45.4)
(5.2)
$119.6
21.6
$191.8
$41.3
6.0
61.8
$109.1
Other Data
Year-End Acres (in thousands) ...................................................
1,919
1,798
1,733
(a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log
export program.
(b) Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data.
(c) Timber write-offs resulting from casualty events include the write-off of merchantable and pre-merchantable timber volume destroyed by
casualty events which cannot be salvaged.
(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
38
2022
2021
2020
Pacific Northwest Timber Overview
Sales Volume (in thousands of tons)
Pulpwood........................................................................................
Sawtimber ......................................................................................
Total Volume ................................................................................
% Delivered Volume (vs. Total Volume) ....................................
% Sawtimber Volume (vs. Total Volume) ..................................
% Export Volume (vs. Total Volume) (a)
Delivered Log Pricing (in dollars per ton)
Pulpwood........................................................................................
Sawtimber ......................................................................................
Weighted Average Log Price.......................................................
Summary Financial Data (in millions of dollars)
Timber Sales..................................................................................
Less: Cut and Haul .......................................................................
Less: Port and Freight..................................................................
Net Stumpage Sales...................................................................
300
1,285
1,585
92%
81%
11%
$50.83
112.44
$100.50
$156.6
(62.7)
(2.8)
$91.1
Non-Timber Sales .........................................................................
Total Sales ....................................................................................
5.6
$162.2
Operating Income (Loss) .............................................................
(+) Timber write-off resulting from casualty events (b)............
(+) Depreciation, depletion and amortization ...........................
Adjusted EBITDA (c) ..................................................................
Other Data
Year-End Acres (in thousands) ...................................................
Northwest Sawtimber (in dollars per MBF) (d).........................
$15.2
0.7
48.0
$63.9
474
$849
287
1,382
1,669
88%
83%
16%
$31.65
97.87
$86.23
$137.1
(55.3)
—
$81.8
5.9
$143.0
$6.8
—
50.5
$57.3
490
$748
297
1,306
1,603
90%
82%
10%
$35.51
84.93
$75.44
$116.6
(54.6)
—
$62.0
4.2
$120.8
($10.0)
—
47.1
$37.1
507
$666
(a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log
export program.
(b) Timber write-off resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume related to a fire
casualty event.
(c) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
(d) Delivered Sawtimber excluding chip-n-saw.
39
New Zealand Timber Overview
2022
2021
2020
Sales Volume (in thousands of tons)
Domestic Pulpwood (Delivered) ...............................................
Domestic Sawtimber (Delivered) ..............................................
Export Pulpwood (Delivered) ....................................................
Export Sawtimber (Delivered) ...................................................
Total Volume ..............................................................................
% Delivered Volume (vs. Total Volume)
% Sawtimber Volume (vs. Total Volume)
% Export Volume (vs. Total Volume) (a)
Delivered Log Pricing (in dollars per ton)
Domestic Pulpwood ....................................................................
Domestic Sawtimber...................................................................
Export Sawtimber........................................................................
Weighted Average Log Price.....................................................
Summary Financial Data (in millions of dollars)
Timber Sales................................................................................
Less: Cut and Haul .....................................................................
Less: Port and Freight Costs.....................................................
Net Stumpage Sales.................................................................
388
686
182
1,360
2,616
100%
78%
59%
$33.50
71.87
124.91
$96.77
$253.1
(95.8)
(92.5)
$64.8
Non-Timber Sales / Carbon Credits .........................................
Total Sales ..................................................................................
21.0
$274.1
Operating Income........................................................................
(+) Depreciation, depletion and amortization..........................
Adjusted EBITDA (b) ..................................................................
$30.6
23.9
$54.5
425
671
198
1,308
2,602
100%
76%
58%
$41.97
83.19
138.84
$107.65
$280.1
(93.4)
(89.6)
$97.1
1.1
$281.2
$51.5
27.0
$78.5
470
665
133
1,221
2,488
100%
76%
54%
$33.79
70.37
98.47
$78.17
$194.5
(77.6)
(42.9)
$74.0
7.8
$202.3
$30.0
25.0
$55.0
Other Data
New Zealand Dollar to U.S. Dollar Exchange Rate (c) .........
Net Plantable Year-End Acres (in thousands) ........................
Export Sawtimber (in dollars per JAS m3)...............................
Domestic Sawtimber (in $NZD per tonne) ..............................
0.6350
297
$145.23
$124.50
0.7090
296
$161.42
$129.07
0.6522
296
$114.50
$118.69
(a) Estimated percentage of export volume which includes volumes sold to third-party exporters in addition to direct exports through our log
export program.
(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
(c) Represents the period average rates for each year.
40
Real Estate Overview
2022
2021
2020
Sales (in millions of dollars)
Improved Development (a) ..........................................................
Unimproved Development ...........................................................
Rural ................................................................................................
Timberland & Non-Strategic.........................................................
Conservation Easement ...............................................................
Deferred Revenue/Other (b)........................................................
Large Dispositions (c) ...................................................................
Total Sales.....................................................................................
Acres Sold
Improved Development (a) ..........................................................
Unimproved Development ..........................................................
Rural ................................................................................................
Timberland & Non-Strategic.........................................................
Large Dispositions (c) ...................................................................
Total Acres Sold ..........................................................................
Price per Acre (dollars per acre)
Improved Development (a) ..........................................................
Unimproved Development ...........................................................
Rural ................................................................................................
Timberland & Non-Strategic.........................................................
Large Dispositions (c) ...................................................................
Weighted Average (Total) (d) .......................................................
Weighted Average (Adjusted) (e)................................................
$35.4
—
59.5
11.4
—
1.2
30.5
$138.0
225
—
13,156
3,966
10,977
28,323
$157,424
—
4,522
2,874
2,776
$6,128
$4,140
Total Sales (Excluding Large Dispositions).........................
$107.5
Operating Income..........................................................................
(+) Depreciation, depletion and amortization ............................
(+) Non-cash cost of land and improved development............
(–) Gain associated with the multi-family apartment complex
sale attributable to NCI (f) ............................................................
(–) Large Dispositions (c) .............................................................
Adjusted EBITDA (g) ..................................................................
$58.5
13.9
28.4
(11.5)
(16.6)
$72.7
$51.7
37.5
43.1
—
3.9
(2.4)
56.0
$189.9
791
359
14,565
34
16,622
32,371
$65,375
104,579
2,958
1,297
3,372
$8,403
$5,391
$133.9
$112.5
7.9
25.0
—
(44.8)
$100.7
$14.5
8.4
67.2
19.3
3.1
0.9
116.0
$229.3
330
570
22,437
20,701
66,946
110,984
$43,957
14,780
2,993
930
1,733
$2,483
$2,170
$113.3
$72.0
17.7
30.4
—
(28.7)
$91.4
(a) Reflects land with capital invested in infrastructure improvements.
(b) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to
residential and commercial lease revenue.
(c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value.
(d) Excludes Large Dispositions.
(e) Excludes Improved Development and Large Dispositions.
(f) Gain associated with the multi-family apartment complex sale attributable to NCI represents the gain recognized in connection with the sale
of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
41
Trading Overview
Sales Volume (in thousands of tons)
U.S. ..................................................................................................................
NZ.....................................................................................................................
Total Volume .................................................................................................
Summary Financial Data (in millions of dollars)
Trading Sales..................................................................................................
Non-Timber Sales ..........................................................................................
Total Sales .....................................................................................................
Operating Income (Loss) ..............................................................................
Adjusted EBITDA (a) ...................................................................................
2022
2021
2020
99
460
559
$69.3
1.7
$71.0
$0.4
$0.4
1
705
706
$93.6
1.7
$95.4
$0.1
$0.1
1
959
960
$87.6
1.4
$89.0
($0.5)
($0.5)
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
42
Capital Expenditures By Segment
2022
2021
2020
Timber Capital Expenditures (in millions of dollars)
Southern Timber
Reforestation, silvicultural and other capital expenditures .........
Property taxes....................................................................................
Lease and timber deed payments ..................................................
Allocated overhead ...........................................................................
Subtotal Southern Timber .................................................................
Pacific Northwest Timber
Reforestation, silvicultural and other capital expenditures .........
Property taxes....................................................................................
Allocated overhead ...........................................................................
Subtotal Pacific Northwest Timber .................................................
New Zealand Timber
Reforestation, silvicultural and other capital expenditures .........
Property taxes....................................................................................
Lease and timber deed payments ..................................................
Allocated overhead ...........................................................................
Subtotal New Zealand Timber ..........................................................
Total Timber Segments Capital Expenditures ............................
Timber Funds (“Look-through”) (a)......................................................
Real Estate .............................................................................................
Total Capital Expenditures ...........................................................
$24.1
$21.5
7.1
3.1
4.9
6.8
3.1
4.4
$39.3
$35.8
10.5
1.1
5.2
$16.8
10.9
0.8
4.4
2.4
$18.5
$74.5
—
0.3
$74.8
10.8
1.1
4.7
$16.6
11.2
0.8
5.2
3.0
$20.1
$72.5
0.5
0.2
$73.2
Timberland Acquisitions
Southern Timber.....................................................................................
New Zealand Timber .............................................................................
Total Timberland Acquisitions ....................................................
$457.8
0.7
$458.5
$168.2
10.9
$179.1
$20.7
6.8
3.5
4.4
$35.5
6.5
0.8
4.1
$11.4
8.9
0.7
4.3
2.7
$16.6
$63.5
0.3
0.4
$64.2
$24.2
0.5
$24.7
Real Estate Development Investments (b)....................................
$13.7
$12.5
$6.5
(a) The years ended December 31, 2021 and December 31, 2020 exclude $2.8 million and $2.3 million, respectively, of capital expenditures
attributable to noncontrolling interests in Timber Funds.
(b) Represents investments in master infrastructure or entitlements in our real estate development projects. Real Estate Development
Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.
43
RESULTS OF OPERATIONS, 2022 VERSUS 2021
(millions of dollars)
The following tables summarize sales, operating income and Adjusted EBITDA variances for 2022 versus 2021:
Sales
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Timber
Funds
Real
Estate
2021..................
$204.4
$143.0
$281.2
$199.4
$189.9
Volume..............
Price..................
Non-timber
sales..................
Foreign
exchange (a)....
13.1
25.7
3.0
—
(4.1)
11.3
1.4
(37.5)
(0.3)
20.0
—
(7.5)
—
—
—
—
12.9
(39.9)
—
—
Trading
Elim.
Total
$95.4
(19.5)
(4.8)
0.1
—
($3.7)
$1,109.6
—
—
—
—
3.8
(45.2)
22.8
(7.5)
Other.................
18.0 (b)
12.3 (b)
16.5 (c)
(199.4)
(24.9) (d)
(0.2)
3.3 (e)
(174.4)
2022..................
$264.2
$162.2
$274.1
—
$138.0
$71.0
($0.4)
$909.1
(a) Net of currency hedging impact.
(b) Includes variance due to stumpage versus delivered sales.
(c)
Includes variance due to domestic versus export sales.
(d) Includes a $25.6 million decrease in Large Dispositions in addition to Conservation Easements sales in 2021.
(e) Includes a decrease in Intersegment eliminations related to timberland management fees paid by the timber funds and reported as sales
within the Timber Funds segment.
Operating Income
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Timber
Funds
Real
Estate
Trading
Corporate
and Other
Total
2021.....................................
$66.1
Volume ................................
Price (a) ..............................
Cost .....................................
Non-timber income............
Foreign exchange (b)........
Depreciation, depletion &
amortization........................
Non-cash cost of land
and improved
development.......................
Other (c)..............................
7.5
25.7
(4.5)
2.5
—
(0.7)
—
—
$6.8
(1.1)
11.3
(2.2)
(0.3)
—
—
—
0.7
$51.5
$63.3
$112.5
$0.1
($30.6)
$269.8
0.4
(37.5)
(1.9)
19.7
(2.1)
0.5
—
—
—
—
—
—
—
—
—
(63.3)
9.7
(39.9)
(7.6)
—
—
(5.3)
(2.4)
(8.5)
—
—
0.2
0.1
—
—
—
—
—
—
(4.9)
—
—
—
—
—
16.5
(40.4)
(20.9)
22.0
(2.1)
(5.5)
(2.4)
(71.1)
2022.....................................
$96.6
$15.2
$30.6
—
$58.5
$0.4
($35.5)
$165.8
(a) For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul and shipping costs). For Real Estate, price is
presented net of cash closing costs.
(b) Net of currency hedging impact.
(c) Real Estate primarily includes Large Dispositions and equity income from joint venture entities, including the gain from the sale of the multi-
family apartment complex in Bainbridge Island, Washington.
44
Adjusted EBITDA (a)
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
2021..................................
$120.2
$57.3
Volume..............................
Price (b)............................
Cost...................................
Non-timber income .........
Foreign exchange (c) .....
Other (d)...........................
13.0
25.7
(4.5)
2.5
—
—
(3.6)
11.3
(2.2)
(0.3)
—
1.4
$78.5
0.5
(37.5)
(1.9)
19.7
(4.8)
—
2022..................................
$156.9
$63.9
$54.5
Timber
Funds
Real
Estate
Trading
Corporate
and Other
Total
$2.3
$100.7
$0.1
($29.4)
$329.8
—
—
—
—
—
(2.3)
—
12.9
(39.9)
(7.6)
—
—
6.6
—
—
0.2
0.1
—
—
—
—
(4.8)
—
—
—
22.8
(40.4)
(20.8)
22.0
(4.8)
5.7
$72.7
$0.4
($34.2)
$314.2
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
(b) For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul and shipping costs). For Real Estate, price is
presented net of cash closing costs.
(c) Net of currency hedging impact.
(d) Pacific Northwest Timber includes a $1.4 million timber reservation sale to a conservation group.
SOUTHERN TIMBER
Full-year sales of $264.2 million increased $59.8 million, or 29%, versus the prior year, including an increase in
non-timber sales of $3.0 million versus the prior year. Harvest volumes increased 10% to 6.28 million tons versus
5.69 million tons in the prior year. Average pine sawtimber stumpage prices increased 22% to $34.36 per ton versus
$28.27 per ton in the prior year, while average pine pulpwood stumpage prices increased 18% to $22.45 per ton
versus $19.09 in the prior year. The increase in average pine pulpwood prices was primarily due to strong domestic
demand. The increase in average pine sawtimber prices was primarily due to strong domestic lumber demand, as
well as upward pressure on chip-n-saw pricing due to increased competition from pulp mills.
Operating income of $96.6 million increased $30.5 million versus the prior year due to higher net stumpage
realizations ($25.7 million), higher volumes ($7.5 million), and higher non-timber income ($2.5 million), partially
offset by higher costs ($4.5 million) and higher depletion rates ($0.7 million). Full-year Adjusted EBITDA of $156.9
million was $36.7 million above the prior year.
PACIFIC NORTHWEST TIMBER
Full-year sales of $162.2 million increased $19.2 million, or 13%, versus the prior year. Harvest volumes
decreased 5% to 1.59 million tons versus 1.67 million tons in the prior year. Average delivered sawtimber prices
increased 15% to $112.44 per ton versus $97.87 per ton in the prior year, reflecting relatively strong customer
demand and a favorable species mix, as a higher proportion of Douglas-fir sawtimber was harvested. Average
delivered pulpwood prices increased 61% to $50.83 per ton versus $31.65 per ton in the prior year, primarily driven
by supply constraints amid strong end-market demand.
Operating income of $15.2 million improved $8.4 million versus the prior year, primarily due to higher net
stumpage realizations ($11.3 million) and a timber reservation sale to a conservation group ($1.4 million), partially
offset by higher costs ($2.2 million), lower volumes ($1.1 million), a timber write-off resulting from casualty events
($0.7 million), and lower non-timber income ($0.3 million). Full-year Adjusted EBITDA of $63.9 million was $6.6
million above the prior year.
NEW ZEALAND TIMBER
Full-year sales of $274.1 million decreased $7.1 million, or 3%, versus the prior year. Harvest volumes
increased 1% to 2.62 million tons versus 2.60 million tons in the prior year driven by slightly higher export demand
versus the prior year period that was negatively impacted by COVID-19 related headwinds. Average delivered
prices for export sawtimber decreased 10% to $124.91 per ton versus $138.84 per ton in the prior year, while
average delivered prices for domestic sawtimber decreased 14% to $71.87 per ton versus $83.19 per ton in the
prior year. The decrease in export sawtimber prices primarily reflected constrained export market demand due to
COVID lockdowns and construction market headwinds in China. The decrease in domestic sawtimber prices (in
U.S. dollar terms) was primarily driven by the NZ$/US$ exchange rate (US$0.64 per NZ$1.00 versus US$0.71 per
NZ$1.00). Excluding the impact of foreign exchange rates, domestic sawtimber prices decreased 4% from the prior
year, reflecting slowing domestic market demand and additional supply due to export market headwinds.
45
Operating income of $30.6 million decreased $20.9 million versus the prior year due to lower net stumpage
realizations ($37.5 million), unfavorable foreign exchange impacts ($2.1 million), and higher forest management
costs ($1.9 million), partially offset by lower depletion rates ($0.5 million), higher volumes ($0.4 million), and higher
non-timber income ($19.7 million). Full-year Adjusted EBITDA of $54.5 million was $24.0 million below the prior
year.
TIMBER FUNDS
During 2021, we sold the rights to manage Fund III and Fund IV, as well as our ownership interests in both
funds, and we completed the liquidation of Fund II timberland assets. As such, we had no sales, operating income
or Adjusted EBITDA in 2022 in the Timber Funds segment.
REAL ESTATE
Full-year sales of $138.0 million decreased $51.9 million versus the prior year, while operating income of $58.5
million decreased $54.0 million versus the prior year. Sales and operating income in the current year included $30.5
million and $16.6 million, respectively, from Large Dispositions. Current year operating income also included an
$11.5 million gain attributable to noncontrolling interests from the sale of a multi-family apartment complex in
Bainbridge Island, Washington. Prior year sales and operating income included $56.0 million and $44.8 million,
respectively, from Large Dispositions. Sales decreased primarily due to lower volumes (28,323 acres sold versus
32,371 acres sold in the prior year) and lower weighted average prices ($4,829 per acre versus $5,820 per acre in
the prior year). Full-year Adjusted EBITDA of $72.7 million was $28.0 million below the prior year.
TRADING
Full-year sales of $71.0 million decreased $24.4 million versus the prior year due to lower volumes and prices.
Sales volumes decreased 21% to 559,000 tons versus 706,000 tons in the prior year. Operating income and
Adjusted EBITDA increased $0.2 million versus the prior year.
CORPORATE AND OTHER EXPENSE/ELIMINATIONS
Full-year corporate and other operating expense of $35.5 million increased $4.9 million versus the prior year,
primarily due to higher compensation expenses ($3.9 million), higher legal costs ($0.7 million), higher meals and
travel expenses ($0.6 million), and higher other overhead costs ($0.4 million), partially offset by lower benefit costs
($0.7 million).
INTEREST EXPENSE
Full-year interest expense of $36.2 million decreased $8.7 million versus the prior year period, as the prior year
period included a $2.2 million loss from the termination of a cash flow hedge. Additionally, full-year interest expense
benefited from lower average outstanding debt and a lower weighted-average interest rate as compared to the prior
year period.
INTEREST AND OTHER MISCELLANEOUS INCOME, NET
Other non-operating income of $2.6 million increased $2.4 million versus the prior year primarily due to
increased interest income and prior year costs related to debt extinguishments and modifications, partially offset by
increased environmental and natural resource damage remediation costs.
INCOME TAX EXPENSE
Full-year income tax expense of $9.4 million decreased $5.3 million versus the prior year period as a result of
lower taxable income. The New Zealand subsidiary is the primary driver of income tax expense.
RESULTS OF OPERATIONS, 2021 VERSUS 2020
Refer to Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section contained in our Annual Report on Form 10-K for the year ended December 31, 2021 for the results of
operations discussion for the fiscal year ended December 31, 2021 compared to the fiscal year ended
December 31, 2020.
46
OUTLOOK FOR 2023
In 2023, we expect to achieve full-year harvest volumes in our Southern Timber segment of 6.7 to 7.0 million
tons. The anticipated increase relative to 2022 reflects the additional volume associated with our previously
announced acquisitions. We also anticipate higher non-timber income for full-year 2023 as compared to full-year
2022. However, we expect that the increase in harvest volumes and non-timber income will be largely offset by
lower weighted average stumpage realizations due to softer demand as well as higher harvest and transportation
costs.
In our Pacific Northwest Timber segment, we expect to achieve full-year harvest volumes of approximately 1.5
to 1.6 million tons. The anticipated decrease relative to 2022 reflects recent land sales activity, a more muted
domestic demand outlook, and an ongoing mix shift toward Douglas-fir, which has a lower MBF-to-ton conversion
ratio. We further expect weighted average pricing to decline relative to full-year 2022 due to weaker macroeconomic
conditions and lower lumber prices.
In our New Zealand Timber segment, we expect to achieve full-year harvest volumes of 2.5 to 2.7 million tons.
We anticipate that stumpage margins will remain under pressure to start the year but are optimistic that export
market conditions will gradually improve as the operating environment in China normalizes following the COVID-
related disruptions that persisted throughout 2022. We further expect that favorable carbon credit pricing and
volumes will contribute to improved results in 2023.
In our Real Estate segment, we are encouraged by the continued interest in both our development projects and
rural properties despite the higher interest rate environment. However, we anticipate that real estate activity will be
significantly weighted to the second half of the year, with relatively limited activity in the first quarter in particular.
Our 2023 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A —
Risk Factors.
47
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real
estate. As a REIT, our main use of cash is dividends on Rayonier Inc. common shares and distributions on
Rayonier, L.P. units. We also use cash to maintain the productivity of our timberlands through replanting and
silviculture. Our operations have generally produced consistent cash flow and required limited capital resources.
Short-term borrowings have helped fund working capital needs, while acquisitions of timberlands generally require
funding from external sources or Large Dispositions.
STRATEGY
We continuously evaluate our capital structure. Our strategy is to maintain a weighted-average cost of capital
competitive with other timberland REITs and TIMOs, while maintaining an investment grade debt rating as well as
retaining the flexibility to actively pursue capital allocation opportunities as they become available. Overall, we
believe we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to
maximize the value of our timberland and real estate assets under management.
CREDIT RATINGS
Both our ability to obtain financing and the related costs of borrowing are affected by our credit ratings, which
are periodically reviewed by the rating agencies. As of December 31, 2022, our credit ratings from S&P and
Moody’s were “BBB-” and “Baa3,” respectively, with both agencies listing our outlook as “Stable.”
SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS
2022
(in millions of dollars)
Cash and cash equivalents (excluding Timber Funds) .............................................. $114.3
Total debt (excluding Timber Funds) (a)....................................................................... 1,523.1
Noncontrolling interests in the operating partnership................................................. 105.8
Shareholders’ equity........................................................................................................ 1,880.7
Net Income Attributable to Rayonier Inc....................................................................... 107.1
Adjusted EBITDA (b) ....................................................................................................... 314.2
Total capitalization (total debt plus permanent and temporary equity) .................... 3,509.6
Debt to capital ratio..........................................................................................................
Debt to Adjusted EBITDA (b)..........................................................................................
Net debt to Adjusted EBITDA (b)(c) ..............................................................................
Net debt to enterprise value (c)(d) ................................................................................
43%
4.8
4.5
22%
As of December 31,
2021
$358.7
1,376.1
133.8
1,815.6
152.6
329.8
3,325.5
2020
$80.5
1,294.9
130.1
1,862.6
37.1
267.4
3,287.6
41%
4.2
3.1
14%
39%
4.8
4.5
23%
(a) Total debt as of December 31, 2022, 2021 and 2020 reflects the principal on long-term debt, net of fair market value adjustments and
gross of deferred financing costs and unamortized discounts of $8.4 million, $8.3 million and $2.5 million, respectively.
(b) For a reconciliation of Adjusted EBITDA to net income see Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Performance and Liquidity Indicators.
(c) Net debt is calculated as total debt less cash and cash equivalents.
(d) Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of
$32.96, $40.36, and $29.38 as of December 31, 2022, 2021 and 2020, respectively.
48
AT-THE-MARKET EQUITY OFFERING PROGRAM (“ATM Program”
On November 4, 2022 we entered into a new distribution agreement with a group of sales agents through which
we may sell common shares, from time to time, having an aggregate sales price of up to $300 million (the “2022
ATM Program”). As of December 31, 2022, $270.7 million remains available for issuance under the 2022 ATM
Program.
The following table outlines the common stock issuance pursuant to our ATM Programs (dollars in millions):
Year Ended December 31,
2022
2021
Shares of common stock issued under the ATM Programs
1,579,228
6,357,972
Average price of common stock issued under the ATM Programs
Gross proceeds
Commissions
CASH FLOWS
$38.05
$60.4
$0.6
$37.05
$235.5
$2.4
The following table summarizes our cash flows from operating, investing and financing activities for each of the
three years ended December 31 (in millions of dollars):
Total cash provided by (used for):
Operating activities .............................................................................................................. $269.2
Investing activities ................................................................................................................
(516.4)
Financing activities...............................................................................................................
Effect of exchange rate changes on cash ........................................................................
(4.6)
(1.9)
Change in cash, cash equivalents and restricted cash .................................................... ($253.7)
$325.1
(26.3)
(16.3)
(0.9)
$281.7
$204.2
(213.6)
27.0
(0.1)
$17.5
2022
2021
2020
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities decreased $55.9 million versus the prior year primarily due to lower
operating results and higher cash taxes paid.
CASH USED FOR INVESTING ACTIVITIES
Cash used for investing activities increased $490.1 million versus the prior year primarily due to higher cash
used for timberland acquisitions ($279.4 million), prior year net proceeds from the sale of Timber Fund II
timberlands ($154.7 million) and Timber Funds III and IV ($31.0 million), lower proceeds from Large Dispositions
($25.2 million) and higher real estate development investments ($1.2 million), partially offset by lower capital
expenditures ($1.2 million) and other investing activities ($0.2 million).
CASH USED FOR FINANCING ACTIVITIES
Cash used for financing activities decreased $11.7 million from the prior year due to an increase in net
borrowings ($98.6 million), lower distributions to noncontrolling interests in consolidated affiliates ($89.5 million),
make-whole fees on debt prepayments in the prior year ($6.2 million), lower debt issuance costs ($4.1 million) and
lower distributions to noncontrolling interests in the operating partnership ($0.6 million), partially offset by lower
proceeds from the issuance of common shares under the ATM Program ($169.3 million), higher dividends paid on
common stock ($12.2 million), lower proceeds from the issuance of common shares under the incentive stock plan
($3.3 million) and increases in share repurchases for tax withholding on vested incentive stock awards ($2.6
million).
49
FUTURE USES OF CASH
We expect future uses of cash to include working capital requirements, principal and interest payments on long-
term debt, lease payments, capital expenditures, real estate development investments, timberland acquisitions,
dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, distributions to noncontrolling
interests, and repurchases of the Company’s common shares to satisfy other commitments.
Significant long-term uses of cash include the following (in millions):
Total
Future uses of cash (in millions)
Long-term debt (a) .............................................................. $1,523.1
Interest payments on long-term debt (b) .........................
388.5
Operating leases — timberland (c)...................................
194.9
Operating leases — PP&E, offices (c).............................
7.3
Commitments — development projects (d).....................
32.2
Commitments — derivatives (e)........................................
5.9
Commitments — environmental remediation (f).............
15.6
Commitments — other (g)..................................................
1.5
Total ............................................................................ $2,169.0
2023
—
70.0
8.8
1.2
27.0
5.5
1.2
0.8
$114.5
$21.9
$501.2
Payments Due by Period
2024-2025 2026-2027 Thereafter
$1,000.0
63.2
154.1
3.2
3.5
—
2.8
—
$1,226.8
115.6
15.2
1.0
0.5
—
1.4
—
$634.9
139.7
16.8
1.9
1.2
0.4
10.2
0.7
$192.8
(a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $1,514.7 million on
our Consolidated Balance Sheets, but upon maturity the liability will be $1,523.1 million. See Note 7 - Debt for additional information.
(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of
December 31, 2022.
(c) Excludes anticipated renewal options.
(d) Commitments — development projects primarily consists of payments expected to be made on our Wildlight and Heartwood projects.
(e) Commitments — derivatives represent payments expected to be made on derivative financial instruments (foreign exchange contracts).
See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.
(f) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and
Natural Resource Damages in Port Gamble, Washington. See Note 12 - Environmental and Natural Resource Damage Liabilities for
additional information.
(g) Commitments — other includes other purchase obligations.
We expect to fund future uses of cash with a combination of existing cash balances, cash generated by
operating activities, the remaining issuances available under the Company’s ATM Program, Large Dispositions and
the use of our revolving credit facilities. We believe we have sufficient sources of funding to meet our business
requirements for the next 12 months and in the longer term.
EXPECTED 2023 EXPENDITURES
Capital expenditures in 2023 are forecasted to be between $85 million and $95 million, excluding any strategic
timberland acquisitions we may make. Capital expenditures are expected to primarily consist of seedling planting,
fertilization and other silvicultural activities, property taxes, lease payments, allocated overhead and other
capitalized costs. Aside from capital expenditures, we may also acquire timberland as we actively evaluate
acquisition opportunities.
Real estate development investments in 2023 are expected to be between $25 million and $28 million, net of
anticipated reimbursements. Expected real estate development investments are primarily related to Wildlight, our
mixed-use community development project located north of Jacksonville, Florida and Heartwood, our mixed-use
development project located in Richmond Hill just south of Savannah, Georgia.
Our 2023 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders
are expected to be approximately $167.9 million and $3.7 million, respectively, assuming no change in the quarterly
dividend rate of $0.285 per share or material changes in the number of common shares or partnership units
outstanding.
Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general
market conditions and other considerations including capital allocation priorities.
50
We made no discretionary pension contributions in 2022. We expect to make estimated cash contributions in
2023 of approximately $7.6 million in order to fund the Defined Benefit Plan on a plan termination basis. Additionally,
we anticipate settling the Excess Benefit Plan with lump sum payments upon termination of the Defined Benefit Plan
with cash contributions of approximately $1.3 million. See Note 18 — Employee Benefit Plans for additional
information.
Cash income tax payments in 2023 are expected to be between $5 million and $9 million, primarily due to the
New Zealand subsidiary.
OFF-BALANCE SHEET ARRANGEMENTS
We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of
their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation
self-insurance programs. These arrangements consist of standby letters of credit and surety bonds. As part of our
ongoing operations, we also periodically issue guarantees to third parties. Off-balance sheet arrangements are not
considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable
financial impacts. See Note 13 — Guarantees for additional information on the letters of credit and surety bonds as
of December 31, 2022.
SUMMARY OF GUARANTOR FINANCIAL INFORMATION
In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”).
Rayonier TRS Holdings Inc., together with Rayonier Inc. and Rayonier Operating Company LLC agreed to
irrevocably, fully and unconditionally guarantee jointly and severally, the obligations of Rayonier, L.P. in regards to
the Senior Notes due 2031. As a general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and
has no material assets or liabilities other than its interest in Rayonier, L.P. These notes are unsecured and
unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness from time to time
outstanding.
Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the general partner. The operating subsidiaries
of Rayonier, L.P. conduct all of our operations. Rayonier, L.P.’s most significant assets are its interest in operating
subsidiaries, which have been excluded in the table below to eliminate intercompany transactions between the
issuer and guarantors and to exclude investments in non-guarantors. As a result, our ability to make required
payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds
to us. There are no material restrictions on dividends from the operating subsidiaries.
The following table contains the summarized balance sheet information for the consolidated obligor group of
debt issued by Rayonier, L.P. for the two years ended December 31:
(in millions)
December 31, 2022 December 31, 2021
Current assets...........................................................................................
Non-current assets ...................................................................................
Current liabilities .......................................................................................
Non-current liabilities ...............................................................................
Due to non-guarantors.............................................................................
$112.2
122.8
19.8
2,001.9
520.4
$335.8
54.6
146.0
1,821.7
570.4
The following table contains the summarized results of operations information for the consolidated obligor group
of debt issued by Rayonier, L.P. for the two years ended December 31:
(in millions)
December 31, 2022 December 31, 2021
Cost and expenses .................................................................................
Operating loss..........................................................................................
Net loss .....................................................................................................
Revenue from non-guarantors ..............................................................
($28.9)
(28.9)
(54.3)
977.9
($27.5)
(27.3)
(69.7)
1,109.4
51
LIQUIDITY FACILITIES
See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as for information on
covenants that must be met in connection with our Senior Notes due 2031, Term Credit Agreement, Incremental
Term Loan Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and
Revolving Credit Facility.
RESTRICTED CASH
See Note 21 — Restricted Cash for further information regarding the funds deposited with a third-party
intermediary and cash held in escrow.
52
PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance,
liquidity, ability to generate cash and satisfy rating agency and creditor requirements. This information includes two
measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization
(“Adjusted EBITDA”), and Cash Available for Distribution (“CAD”). These measures are not defined by GAAP and
the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures
described above. Management considers these measures to be important to estimate the enterprise and
shareholder values and of our core segments, and for allocating capital resources. In addition, analysts, investors
and creditors use these measures when analyzing our operating performance, financial condition and cash
generating ability. Management uses Adjusted EBITDA as a performance measure and CAD as a liquidity measure.
Adjusted EBITDA and CAD as defined may not be comparable to similarly titled measures reported by other
companies. These measures should not be considered in isolation from, and are not intended to represent an
alternative to, our results reported in accordance with GAAP.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-
cash cost of land and improved development, non-operating income and expense, operating (income) loss
attributable to noncontrolling interests in Timber Funds, timber write-offs resulting from casualty events, gain
associated with the multi-family apartment complex sale attributable to noncontrolling interests, costs related to the
merger with Pope Resources, the gain on investment in Timber Funds, Fund II Timberland Dispositions and Large
Dispositions.
Below is a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions
of dollars):
2022
2021
2020
—
—
—
(45.6)
0.3
0.1
Operating (income) loss attributable to NCI in Timber Funds ...........................................
Interest, net attributable to NCI in Timber Funds ................................................................
Income tax expense attributable to NCI in Timber Funds..................................................
Net Income to Adjusted EBITDA Reconciliation
Net Income ........................................................................................................................................ $122.8 $210.5 $29.8
11.6
0.5
0.2
Net income (Excluding NCI in Timber Funds).............................................................................. $122.8 $165.3 $42.1
38.0
6.8
143.2 154.7
30.4
(0.9)
7.9
—
17.2
—
—
(28.7)
Adjusted EBITDA.............................................................................................................................. $314.2 $329.8 $267.4
Interest, net and miscellaneous income attributable to Rayonier.....................................
Income tax expense attributable to Rayonier ......................................................................
9.4
Depreciation, depletion and amortization attributable to Rayonier................................... 147.3
Non-cash cost of land and improved development.............................................................
28.4
Non-operating expense (income) ..........................................................................................
Timber write-offs resulting from a casualty event attributable to Rayonier (a) ...............
Gain associated with the multi-family apartment complex sale attributable to NCI (b).
Costs related to the merger with Pope Resources (c)........................................................
Gain on investment in Timber Funds (d) ..............................................................................
Fund II Timberland Dispositions attributable to Rayonier (e) ............................................
Large Dispositions (f)...............................................................................................................
(10.3)
(44.8)
—
(16.6)
(11.5)
(7.5)
25.0
33.2
14.6
44.3
0.7
0.4
—
—
—
—
—
—
(a) Timber write-offs resulting from a casualty event includes the write-off of merchantable and pre-merchantable timber volume destroyed by
casualty events which cannot be salvaged.
(b) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in
connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
(c) Costs related to the merger with Pope Resources include legal, accounting, due diligence, consulting and other costs related to the merger
with Pope Resources.
(d) Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV)
previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.
(e) Fund II Timberland Dispositions represent the disposition of Fund II Timberland assets, which we managed and owned a co-investment
stake in.
(f) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value.
53
The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by
segment for the three years ended December 31 (in millions of dollars):
Souther
n Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Timber
Funds
Real
Estate Trading
Corporate
and
Other
Total
2022
Operating income ..........................................................
Add: Depreciation, depletion and amortization ...
Add: Non-cash cost of land and improved
development....................................................
Add:
Timber write-offs resulting from a casualty
event (a)...........................................................
Less: Gain associated with the multi-family
apartment complex sale attributable to
NCI (b)..............................................................
Less: Large Dispositions (c)....................................
$96.6
60.3
$15.2
48.0
$30.6
23.9
—
—
—
—
—
0.7
—
—
—
—
—
—
Adjusted EBITDA ..........................................................
$156.9
$63.9
$54.5
—
—
—
—
—
—
—
$58.5
$0.4
($35.5) $165.8
13.9
28.4
—
(11.5)
(16.6)
—
—
—
—
—
1.3
147.3
—
—
—
—
28.4
0.7
(11.5)
(16.6)
$72.7
$0.4
($34.2) $314.2
2021
Operating income ..........................................................
Add: Depreciation, depletion and amortization ...
Add: Non-cash cost of land and improved
development....................................................
Less: Operating income attributable to NCI in
Timber Funds (d) ............................................
Less: Gain on investment in Timber Funds (e) ....
Less: Fund II Timberland Dispositions
attributable to Rayonier (f) ............................
Less: Large Dispositions (c)....................................
$66.1
54.1
$6.8
50.5
—
—
—
—
—
—
—
—
—
—
$51.5
$63.3
$112.5
$0.1
($30.6) $269.8
27.0
2.4
7.9
—
—
—
—
—
—
25.0
(45.6)
(7.5)
(10.3)
—
—
—
—
(44.8)
—
—
—
—
—
—
1.2
143.2
—
—
—
—
—
25.0
(45.6)
(7.5)
(10.3)
(44.8)
Adjusted EBITDA ..........................................................
$120.2
$57.3
$78.5
$2.3
$100.7
$0.1
($29.4) $329.8
2020
Operating income (loss) ...............................................
Add: Operating loss attributable to NCI in
Timber Funds (d) ............................................
Add:
Timber write-offs resulting from a casualty
event attributable to Rayonier (a) ................
Add: Costs related to the merger with Pope
Resources (g) .................................................
Add: Depreciation, depletion and amortization ...
Add: Non-cash cost of land and improved
development....................................................
Less: Large Dispositions (c)....................................
$41.3
($10.0)
$30.0
($13.2)
$72.0
($0.5)
($45.2)
$74.4
—
6.0
—
61.8
—
—
—
—
—
—
—
—
47.1
25.0
—
—
—
—
11.6
1.8
—
1.6
—
—
—
—
—
17.7
30.4
(28.7)
—
—
—
—
—
—
—
—
11.6
7.9
17.2
17.2
1.4
154.7
—
—
30.4
(28.7)
Adjusted EBITDA ..........................................................
$109.1
$37.1
$55.0
$1.8
$91.4
($0.5)
($26.6) $267.4
(a) Timber write-offs resulting from a casualty event includes the write-off of merchantable and pre-merchantable timber volume destroyed by
casualty events which cannot be salvaged.
(b) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in
connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
(c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value.
(d) The year ended December 31, 2021 includes $41.2 million of income from Fund II Timberland Dispositions. The year ended December 31,
2020 includes a $7.3 million loss related to timber write-offs resulting from casualty events.
(e) Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV)
previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.
(f) Fund II Timberland Dispositions represent the disposition of Fund II Timberland assets, which we managed and owned a co-investment
stake in.
(g) Costs related to the merger with Pope Resources include legal, accounting, due diligence, consulting and other costs related to the merger
with Pope Resources.
54
Cash Available for Distribution (CAD) is defined as cash provided by operating activities adjusted for capital
spending (excluding timberland acquisitions and real estate development investments), CAD attributable to
noncontrolling interests in Timber Funds, and working capital and other balance sheet changes. CAD is a non-
GAAP measure of cash generated during a period that is available for common stock dividends, distributions to
operating partnership unitholders, distributions to noncontrolling interests, repurchase of the Company's common
shares, debt reduction, timberland acquisitions and real estate development investments. In compliance with SEC
requirements for non-GAAP measures, we reduce CAD by mandatory debt repayments, which results in the
measure entitled “Adjusted CAD.” CAD and Adjusted CAD generated in any period are not necessarily indicative of
the CAD that may be generated in future periods.
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the three years ended
December 31 (in millions):
Cash provided by operating activities
Capital expenditures from continuing operations (a)
Costs related to the merger with Pope Resources (b)
CAD attributable to NCI in Timber Funds
Working capital and other balance sheet changes
CAD
Mandatory debt repayments
Adjusted CAD
Cash used for investing activities
Cash (used for) provided by financing activities
2022
$269.2
(74.8)
—
—
(5.9)
$188.5
—
$188.5
2021
$325.1
(76.0)
—
(12.9)
(28.4)
$207.8
(325.0)
($117.2)
2020
$204.2
(66.5)
17.2
(2.8)
10.3
$162.4
—
$162.4
($516.4)
($26.3)
($213.6)
($4.6)
($16.3)
$27.0
(a) Capital expenditures exclude timberland acquisitions and real estate development investments.
(b) Costs related to the merger with Pope Resources include legal, accounting, due diligence, consulting and other costs related to the merger
with Pope Resources.
The following table provides supplemental cash flow data for the three years ended December 31 (in millions):
Purchase of timberlands
Real Estate development investments
Distributions to noncontrolling interests in consolidated affiliates
2022
2021
2020
($458.5)
($179.1)
($24.7)
(13.7)
(12.5)
(6.5)
(19.4)
(109.0)
(12.6)
55
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including changes in interest rates, commodity prices and foreign
exchange rates. Our objective is to minimize the economic impact of these market risks. We use derivatives in
accordance with policies and procedures approved by the Audit Committee of the Board of Directors. Derivatives
are managed by a senior executive committee, whose responsibilities include initiating, managing and monitoring
resulting exposures. We do not enter into financial instruments for trading or speculative purposes.
Interest Rate Risk
Due to the upcoming discontinuation of LIBOR on June 30, 2023, we amended our outstanding variable rate
debt agreements and active interest rate swaps to change the interest rate benchmark from LIBOR to Daily Simple
SOFR in December 2022. Our forward-starting interest rate swap agreements continue to use LIBOR as the interest
rate benchmark. We are exposed to interest rate risk through our variable rate debt, primarily due to changes in
SOFR. However, we use interest rate swaps to manage our exposure to interest rate movements on our term credit
agreements by swapping existing and anticipated future borrowings from floating rates to fixed rates. As of
December 31, 2022, we had $1 billion of U.S. long-term variable rate debt outstanding on our term credit
agreements.
The notional amount of outstanding interest rate swap contracts with respect to our term credit agreements at
December 31, 2022 was $850 million. The Term Credit Agreement matures in April 2028, with the associated
interest rate swaps maturing in August 2024. We have entered into forward starting interest rate swaps to cover
$150 million of the Term Credit Agreement through the extended 2028 maturity date. The Incremental Term Loan
Agreement and associated interest rate swaps mature in May 2026, and the 2021 Incremental Term Loan Facility
and associated interest rate swaps mature in June 2029. We have entered into an interest rate swap agreement to
cover $100 million of borrowings under the 2022 Incremental Term Loan Facility through the maturity date in
December 2027. At this current borrowing and derivatives level, a hypothetical one-percentage point increase/
decrease in interest rates would result in a corresponding increase/decrease in interest payments and expense of
approximately $1.5 million over a 12-month period.
The fair market value of our fixed interest rate debt is also subject to interest rate risk. The estimated fair value
of our fixed rate debt at December 31, 2022 was $438.7 million compared to the $523.1 million principal amount.
We use interest rates of debt with similar terms and maturities to estimate the fair value of our debt. Generally, the
fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A
hypothetical one-percentage point increase/decrease in prevailing interest rates at December 31, 2022 would result
in a corresponding decrease/increase in the fair value of our fixed rate debt of approximately $27 million and $30
million, respectively.
We estimate the periodic effective interest rate on our U.S. long-term fixed and variable rate debt to be
approximately 3.0% after consideration of interest rate swaps and estimated patronage refunds and excluding
unused commitment fees on the revolving credit facility.
56
The following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of
expected maturity and their fair values at December 31, 2022:
(Dollars in thousands)
2023
2024
2025
2026
2027
Thereafter
Total
Fair Value
Variable rate debt:
Principal amounts
Average interest rate (a)(b)
Fixed rate debt:
Principal amounts
Average interest rate (b)
Interest rate swaps:
Notional amount
Average pay rate (b)
Average receive rate (b)
Forward-starting interest
rate swaps
Notional amount
Average pay rate (b)
Average receive rate (b)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$200,000 $250,000
$550,000 $1,000,000 $1,000,000
5.54%
5.21%
5.41%
5.38%
$21,931
$25,586
$25,586
$450,000
$523,103
$438,736
2.95%
3.64%
6.48%
2.75%
2.98%
$350,000
2.18%
4.01%
—
—
—
—
—
—
—
—
—
$200,000 $100,000
$200,000
$850,000
$60,792
1.50%
3.99%
3.72%
3.99%
0.67%
3.99%
1.85%
4.00%
—
—
—
—
—
—
$150,000
$150,000
$11,939
0.83%
4.30%
0.83%
4.30%
(a) Excludes estimated patronage refunds.
(b)
Interest rates as of December 31, 2022.
Foreign Currency Exchange Rate Risk
The New Zealand subsidiary’s export sales are predominantly denominated in U.S. dollars, and therefore its
cash flows are affected by fluctuations in the exchange rate between the New Zealand dollar and the U.S. dollar.
This exposure is partially managed by a natural currency hedge, as ocean freight payments and shareholder
distributions are also paid in U.S. dollars. We manage any excess foreign exchange exposure through the use of
derivative financial instruments.
Sales and Expense Exposure
At December 31, 2022, the New Zealand subsidiary had foreign currency exchange contracts with a notional
amount of $138.3 million and foreign currency option contracts with a notional amount of $78.0 million outstanding
related to foreign export sales. The amount hedged represents a portion of forecasted U.S. dollar denominated
export timber and log trading sales proceeds over the next 36 months and next 2 months, respectively.
The following table summarizes our outstanding foreign currency exchange rate risk contracts at December 31,
2022:
(Dollars in thousands)
0-1
months
1-2
months
2-3
months
3-6
months
6-12
months
12-18
months
18-24
months
24-36
months
Total
Fair
Value
Foreign exchange contracts to sell U.S. dollar for New Zealand dollar
Notional amount .......... $14,500 $9,250 $10,000 $23,000 $36,500 $26,000 $10,000 $9,000 $138,250 ($4,539)
Average contract rate .
1.4566
1.4650
1.4556
1.4771
1.5050
1.5749
1.6698
1.7088
1.5274
Foreign currency option contracts to sell U.S. dollar for New Zealand dollar
Notional amount .......... —
Average strike price....
—
—
—
—
—
$2,000 $12,000 $6,000 $20,000 $38,000 $78,000
$569
1.4744
1.4941
1.5684
1.6416
1.6946
1.6348
57
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Management’s Reports on Internal Control over Financial Reporting.....................................................................................................
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) .......................................................................................
Rayonier Inc.: ....................................................................................................................................................................................................
Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2022.................
Consolidated Balance Sheets as of December 31, 2022 and 2021...................................................................................................
Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2022............................................
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2022............................................................
Rayonier, L.P.: ...................................................................................................................................................................................................
Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2022.................
Consolidated Balance Sheets as of December 31, 2022 and 2021...................................................................................................
Consolidated Statements of Changes in Capital for the Three Years Ended December 31, 2022...............................................
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2022............................................................
Notes to Consolidated Financial Statements ...............................................................................................................................................
Note 1 - Summary of Significant Accounting Policies ........................................................................................................................
Note 2 - Segment and Geographical Information ...............................................................................................................................
Note 3 - Revenue .....................................................................................................................................................................................
Note 4 - Timberland Acquisitions ...........................................................................................................................................................
Note 5 - Noncontrolling Interests ...........................................................................................................................................................
Note 6 - Earnings Per Share and Per Unit...........................................................................................................................................
Note 7 - Debt.............................................................................................................................................................................................
Page
59
61
66
67
68
70
72
73
74
76
78
78
87
90
92
93
95
97
Note 8 - Derivative Financial Instruments and Hedging Activities....................................................................................................
101
Note 9 - Fair Value Measurements........................................................................................................................................................
105
Note 10 - Commitments ..........................................................................................................................................................................
106
Note 11 - Contingencies..........................................................................................................................................................................
106
Note 12 - Environmental and Natural Resource Damage Liabilities ...............................................................................................
106
Note 13 - Guarantees..............................................................................................................................................................................
108
Note 14 - Higher and Better Use Timberlands and Real Estate Development Investments .......................................................
109
Note 15 - Inventory ..................................................................................................................................................................................
109
Note 16 - Leases......................................................................................................................................................................................
110
Note 17 - Other Operating Income (Expense), Net ............................................................................................................................
111
Note 18 - Employee Benefit Plans ........................................................................................................................................................
112
Note 19 - Incentive Stock Plans.............................................................................................................................................................
117
Note 20 - Income Taxes ..........................................................................................................................................................................
121
Note 21 - Restricted Cash ......................................................................................................................................................................
123
Note 22 - Assets Held for Sale...............................................................................................................................................................
123
Note 23 - Other Assets............................................................................................................................................................................
124
Note 24 - Accumulated Other Comprehensive Loss ..........................................................................................................................
125
Note 25 - Related Party...........................................................................................................................................................................
126
58
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Rayonier Inc.
To Our Shareholders:
The management of Rayonier Inc. and its subsidiaries is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to
the Company’s management and Board of Directors regarding the preparation and fair presentation of the financial
statements for external purposes in accordance with accounting principles generally accepted in the United States
of America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or
fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Rayonier Inc.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this
assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the
criteria set forth in Internal Control — Integrated Framework, management concluded that our internal control over
financial reporting was effective as of December 31, 2022.
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated
financial statements, has issued an audit report on the Company’s internal control over financial reporting as of
December 31, 2022. The report on the Company’s internal control over financial reporting as of December 31, 2022,
is on page 61.
RAYONIER INC.
By: /s/ DAVID L. NUNES
David L. Nunes
Chief Executive Officer
(Principal Executive Officer)
February 24, 2023
By: /s/ MARK MCHUGH
Mark McHugh
President and Chief Financial Officer
(Principal Financial Officer)
February 24, 2023
By: /s/ APRIL TICE
April Tice
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 24, 2023
59
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Rayonier, L.P.
To Our Unitholders:
The management of Rayonier, L.P. and its subsidiaries is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to
the Operating Partnership’s management and the Rayonier Inc. Board of Directors regarding the preparation and
fair presentation of the financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or
fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Rayonier, L.P.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this
assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the
criteria set forth in Internal Control — Integrated Framework, management concluded that our internal control over
financial reporting was effective as of December 31, 2022.
RAYONIER, L.P.
By: RAYONIER, INC., its sole general partner
By: /s/ DAVID L. NUNES
David L. Nunes
Chief Executive Officer
(Principal Executive Officer)
February 24, 2023
By: /s/ MARK MCHUGH
Mark McHugh
President and Chief Financial Officer
(Principal Financial Officer)
February 24, 2023
By: /s/ APRIL TICE
April Tice
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 24, 2023
60
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Rayonier Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Rayonier Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2022,
based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rayonier Inc. and
subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related
consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the
three years in the period ended December 31, 2022, and the related notes and schedule and our report dated
February 24, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 24, 2023
61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Rayonier Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rayonier Inc. and subsidiaries (the Company)
as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income,
shareholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the
related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework), and our report dated February 24, 2023 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) related to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
62
Description of the
Matter
How We
Addressed the
Matter in Our
Audit
Depletion of Timber
For the year ended December 31, 2022, the Company recognized $150 million in depletion
expense and the Timber and Timberlands balance, net of depletion and amortization, was
$3,231 million at December 31, 2022. As described in Note 1 to the financial statements, the
Company establishes an annual depletion rate for each particular region. Depletion rates are
determined by region by dividing merchantable inventory cost by standing merchantable
inventory volume, which is estimated annually. The Company charges accumulated costs
attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is
harvested or when the underlying timberland is sold.
Auditing management’s annual depletion rate was complex and subjective due to the estimation
uncertainty in determining the standing merchantable inventory volume utilized in the calculation
of the depletion rate for each region. In particular, estimating the standing merchantable
inventory volume involves statistical sampling and growth modeling using inputs such as growth
estimates, harvest information and environmental and operational restrictions.
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company’s process for establishing the annual depletion rate for each
geographic region. For example, we tested controls over management’s review of the standing
merchantable inventory volume that was determined for each geographic region.
To test the annual depletion rates (including standing merchantable inventory volume), our audit
procedures included, among others, evaluating the methodology used and testing the
completeness and accuracy of the underlying data used by the Company. We inspected satellite
images to test timber existence and assessed the timberland for features that would impact the
Company’s ability to harvest its timber. In addition, we evaluated current year changes to
harvestability, analyzed the change in depletion as a percentage of sales, utilized published
industry growth rates to assess the increase in timber volume growth and compared actual
volume harvested to the volume estimated by the Company.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
Jacksonville, Florida
February 24, 2023
63
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Rayonier Inc., the general partner of Rayonier, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rayonier, L.P. and subsidiaries (the Operating
Partnership) as of December 31, 2022 and 2021, the related consolidated statements of income and
comprehensive income, changes in capital and cash flows for each of the three years in the period ended
December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Operating Partnership at
December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is
to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express
no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) related to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
64
Description of the
Matter
Depletion of Timber
For the year ended December 31, 2022, the Operating Partnership recognized $150 million in depletion
expense and the Timber and Timberlands balance, net of depletion and amortization, was $3,231
million at December 31, 2022. As described in Note 1 to the financial statements, the Operating
Partnership establishes an annual depletion rate for each particular region. Depletion rates are
determined by region by dividing merchantable inventory cost by standing merchantable inventory
volume, which is estimated annually. The Operating Partnership charges accumulated costs attributed
to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when
the underlying timberland is sold.
Auditing management’s annual depletion rate was complex and subjective due to the estimation
uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the
depletion rate for each region. In particular, estimating the standing merchantable inventory volume
involves statistical sampling and growth modeling using inputs such as growth estimates, harvest
information and environmental and operational restrictions.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls
over the Operating Partnership’s process for establishing the annual depletion rate for each geographic
region. For example, we tested controls over management’s review of the standing merchantable
inventory volume that was determined for each geographic region.
How We
Addressed the
Matter in Our
Audit
To test the annual depletion rates (including standing merchantable inventory volume), our audit
procedures included, among others, evaluating the methodology used and testing the completeness
and accuracy of the underlying data used by the Operating Partnership. We inspected satellite images
to test timber existence and assessed the timberland for features that would impact the Operating
Partnership’s ability to harvest its timber. In addition, we evaluated current year changes to
harvestability, analyzed the change in depletion as a percentage of sales, utilized published industry
growth rates to assess the increase in timber volume growth and compared actual volume harvested to
the volume estimated by the Operating Partnership.
We have served as the Operating Partnership’s auditor since 2019.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 24, 2023
65
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31,
(Thousands of dollars, except per share data)
SALES (NOTE 3)............................................................................................................. $909,072 $1,109,597
Costs and Expenses
2022
2021
Cost of sales ..................................................................................................................
Selling and general expenses.....................................................................................
Other operating income (expense), net (Note 17) ......................................................
OPERATING INCOME ...................................................................................................
Interest expense...............................................................................................................
Interest and other miscellaneous income, net.............................................................
INCOME BEFORE INCOME TAXES...........................................................................
Income tax expense (Note 20).......................................................................................
NET INCOME ...................................................................................................................
Less: Net income attributable to noncontrolling interests in the operating
partnership .....................................................................................................................
Less: Net (income) loss attributable to noncontrolling interests in consolidated
affiliates...........................................................................................................................
NET INCOME ATTRIBUTABLE TO RAYONIER INC. .............................................
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax effect of $0, $0
and $0 .........................................................................................................................
Cash flow hedges, net of income tax effect of $555, $2,667 and $1,845 ............
Actuarial change and amortization of pension and postretirement plan
liabilities, net of income tax effect of $0, $0 and $0..............................................
Total other comprehensive income (loss).............................................................
COMPREHENSIVE INCOME (LOSS) .........................................................................
Less: Comprehensive income attributable to noncontrolling interests in the
operating partnership....................................................................................................
(688,284)
(64,670)
9,704
(743,250)
165,822
(36,207)
2,565
132,180
(9,389)
122,791
(796,115)
(57,791)
14,084
(839,822)
269,775
(44,907)
280
225,148
(14,661)
210,487
2020
$859,154
(712,436)
(50,645)
(21,685)
(784,766)
74,388
(38,768)
1,173
36,793
(7,009)
29,784
(2,393)
(4,516)
(528)
(13,321)
107,077
(53,421)
152,550
7,828
37,084
(23,093)
(22,096)
28,272
76,039
60,315
(61,055)
1,627
54,573
177,364
12,476
50,695
261,182
(925)
(33,708)
(3,924)
(3,692)
(6,116)
(3,068)
Less: Comprehensive (income) loss attributable to noncontrolling interests in
consolidated affiliates....................................................................................................
(12,182)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC. ... $161,490
EARNINGS PER COMMON SHARE (NOTE 6)
(48,234)
$206,832
1,393
($5,599)
Basic earnings per share attributable to Rayonier Inc.
Diluted earnings per share attributable to Rayonier Inc.
$0.73
$0.73
$1.08
$1.08
$0.28
$0.27
See Notes to Consolidated Financial Statements.
66
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Thousands of dollars, except share data)
ASSETS
2022
2021
CURRENT ASSETS
Cash and cash equivalents, excluding Timber Funds .........................................................................................
Cash and cash equivalents, Timber Funds ...........................................................................................................
Total cash and cash equivalents........................................................................................................................
Restricted cash, Timber Funds (Note 21) .............................................................................................................
Accounts receivable, less allowance for doubtful accounts of $74 and $59 ...................................................
Inventory (Note 15) ...................................................................................................................................................
Prepaid logging roads ...............................................................................................................................................
Prepaid expenses ......................................................................................................................................................
Assets held for sale (Note 22).................................................................................................................................
Other current assets..................................................................................................................................................
Total current assets...............................................................................................................................................
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION ...............................................
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
$114,255
—
114,255
—
42,538
23,729
14,893
5,680
713
573
202,381
3,230,904
$358,680
3,493
362,173
6,341
30,018
28,523
14,286
4,242
5,099
749
451,431
2,894,996
INVESTMENTS (NOTE 14)
PROPERTY, PLANT AND EQUIPMENT
115,097
106,878
Land .............................................................................................................................................................................
Buildings ......................................................................................................................................................................
Machinery and equipment ........................................................................................................................................
Construction in progress...........................................................................................................................................
Total property, plant and equipment, gross.......................................................................................................
Less—accumulated depreciation ............................................................................................................................
Total property, plant and equipment, net...........................................................................................................
RESTRICTED CASH, EXCLUDING TIMBER FUNDS (NOTE 21).....................................................................
RIGHT-OF-USE ASSETS (NOTE 16) ......................................................................................................................
OTHER ASSETS (NOTE 23).....................................................................................................................................
6,453
31,020
6,568
653
44,694
(17,505)
27,189
1,152
97,167
115,481
TOTAL ASSETS................................................................................................................................................... $3,789,371
6,401
31,168
6,494
460
44,523
(14,900)
29,623
625
101,837
50,966
$3,636,356
LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable.......................................................................................................................................................
Current maturities of long-term debt, net (Note 7)..................................................................................................
Accrued taxes.............................................................................................................................................................
Accrued payroll and benefits....................................................................................................................................
Accrued interest .........................................................................................................................................................
Deferred revenue .......................................................................................................................................................
Distribution payable, Timber Funds ........................................................................................................................
Other current liabilities ..............................................................................................................................................
Total current liabilities ...........................................................................................................................................
LONG-TERM DEBT, NET (NOTE 7)........................................................................................................................
PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 18) ..............................................................
LONG-TERM LEASE LIABILITY (NOTE 16) .........................................................................................................
OTHER NON-CURRENT LIABILITIES ....................................................................................................................
COMMITMENTS AND CONTINGENCIES (NOTES 10 and 11)
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP (NOTE 5)
SHAREHOLDERS’ EQUITY
$22,100
—
3,734
12,564
5,920
22,762
—
28,247
95,327
1,514,721
8,510
88,756
95,582
$23,447
124,965
12,446
14,514
6,343
17,802
6,341
25,863
231,721
1,242,819
10,478
93,416
108,521
105,763
133,823
Common Shares, 480,000,000 shares authorized, 147,282,631 and 145,372,961 shares issued and
outstanding.................................................................................................................................................................
Retained earnings......................................................................................................................................................
Accumulated other comprehensive income (loss) (Note 24).............................................................................
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY.................................................................................
Noncontrolling interests in consolidated affiliates (Note 5) ................................................................................
TOTAL SHAREHOLDERS’ EQUITY ................................................................................................................
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP
AND SHAREHOLDERS’ EQUITY..................................................................................................................... $3,789,371
1,462,945
366,637
35,813
1,865,395
15,317
1,880,712
1,389,073
402,307
(19,604)
1,771,776
43,802
1,815,578
$3,636,356
See Notes to Consolidated Financial Statements.
67
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Thousands of dollars, except share data)
Balance, December 31, 2019 .................................. 129,331,069
$888,177
$583,006
($31,202)
$97,661
$1,537,642
Common Shares
Shares
Amount
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests in
Consolidated
Affiliates
Retained
Earnings
Shareholders’
Equity
Issuances of shares associated with the merger
with Pope Resources ..................................................
Net income (loss).........................................................
Net income attributable to noncontrolling interests
in the operating partnership .......................................
Dividends ($1.08 per share).......................................
Issuance of shares under the “at-the-market”
equity offering, net of commissions and offering
costs of $799 ................................................................
Issuance of shares under incentive stock plans .....
Stock-based incentive compensation.......................
Repurchase of common shares ................................
Acquisition of noncontrolling interests in
consolidated affiliates..................................................
Adjustment of noncontrolling interests in the
operating partnership ..................................................
7,181,071
—
172,418
—
—
37,612
—
—
—
—
(528)
(146,278)
1,103,012
266,036
—
(219,619)
32,574
1,589
8,026
(1,605)
—
—
—
—
Conversion of units into common shares.................
17,253
Actuarial change and amortization of pension and
postretirement plan liabilities......................................
Foreign currency translation adjustment..................
Cash flow hedges ........................................................
Allocation of other comprehensive income to
noncontrolling interests in the operating
partnership ....................................................................
—
—
—
—
Distributions to noncontrolling interests in
consolidated affiliates..................................................
Noncontrolling interests in consolidated affiliates
—
redemption of shares ..................................................
Balance, December 31, 2020 .................................. 137,678,822
—
Net income....................................................................
—
Net income attributable to noncontrolling interests
in the operating partnership .......................................
Dividends ($1.08 per share) (a).................................
Issuance of shares under the “at-the-market”
equity offering, net of commissions and offering
costs of $2.5 million.....................................................
Issuance of shares under incentive stock plans .....
Stock-based incentive compensation.......................
Repurchase of common shares ................................
Fund II carried interest incentive fee.........................
Disposition of noncontrolling interests in
consolidated affiliates..................................................
Measurement period adjustment of noncontrolling
interests in consolidated affiliates .............................
Adjustment of noncontrolling interests in the
operating partnership ..................................................
6,357,972
270,713
—
(47,705)
233,033
6,029
9,277
(1,617)
—
—
—
—
—
—
—
—
Conversion of units into common shares.................
1,113,159
40,676
Actuarial change and amortization of pension and
postretirement plan liabilities......................................
Foreign currency translation adjustment..................
Cash flow hedges ........................................................
Allocation of other comprehensive income to
noncontrolling interests in the operating
partnership ....................................................................
—
—
—
—
Distributions to noncontrolling interests in
consolidated affiliates..................................................
Noncontrolling interests in consolidated affiliates
—
redemption of shares ..................................................
Balance, December 31, 2021 .................................. 145,372,961
—
—
—
496
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,152)
—
(24,393)
—
—
—
—
—
—
—
—
—
—
—
—
—
(42,530)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(925)
22,928
(62,146)
—
(7,828)
172,418
29,784
—
—
—
—
—
—
(528)
(146,278)
32,574
1,589
8,026
(4,757)
333,366
333,366
—
—
—
5,344
1,091
(24,393)
496
(925)
28,272
(61,055)
(2,540)
—
(2,540)
—
(12,643)
(12,643)
—
—
—
—
—
—
—
—
—
—
—
—
12,476
(18,487)
61,893
53,421
210,487
—
—
—
—
—
—
(3,807)
(4,516)
(153,980)
233,033
6,029
9,277
(1,617)
(3,807)
(255,486)
(255,486)
9,690
9,690
—
—
—
(3,609)
(1,578)
(42,530)
40,676
12,476
(22,096)
60,315
(1,601)
—
(1,601)
—
(115,298)
(115,298)
—
$1,101,675
—
$446,267
—
($73,885)
(28,403)
$388,588
(28,403)
$1,862,645
—
157,066
—
—
(4,516)
(153,980)
—
$1,389,073
—
$402,307
—
($19,604)
(28,119)
$43,802
(28,119)
$1,815,578
68
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
(Thousands of dollars, except share data)
Balance, December 31, 2021 ..................................
Net income....................................................................
Net income attributable to noncontrolling interests
in the operating partnership .......................................
Dividends ($1.125 per share) (a)...............................
Issuance of shares under the “at-the-market”
equity offering, net of commissions and offering
costs of $1.1 million.....................................................
Issuance of shares under incentive stock plans .....
Stock-based incentive compensation.......................
Repurchase of common shares ................................
Adjustment of noncontrolling interests in the
operating partnership ..................................................
Conversion of units into common shares.................
Actuarial change and amortization of pension and
postretirement plan liabilities......................................
Foreign currency translation adjustment..................
Cash flow hedges ........................................................
Allocation of other comprehensive income to
noncontrolling interests in the operating
partnership ...................................................................
Distributions to noncontrolling interests in
consolidated affiliates..................................................
Noncontrolling interests in consolidated affiliates
redemption of shares .................................................
Common Shares
Shares
Amount
145,372,961 $1,389,073
Retained
Earnings
$402,307
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests in
Consolidated
Affiliates
Shareholders’
Equity
($19,604)
$43,802
$1,815,578
—
—
—
—
109,470
—
—
(2,393)
(165,902)
1,579,228
321,337
—
59,350
2,466
12,356
(97,809)
(4,225)
—
—
—
—
—
—
23,155
106,914
3,925
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,627
(22,282)
76,367
13,321
122,791
—
—
—
—
—
—
—
—
—
(811)
(328)
(2,393)
(165,902)
59,350
2,466
12,356
(4,225)
23,155
3,925
1,627
(23,093)
76,039
(295)
—
(295)
—
—
(12,807)
(12,807)
(27,860)
(27,860)
Balance, December 31, 2022 .................................. 147,282,631 $1,462,945
$366,637
$35,813
$15,317
$1,880,712
(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.
69
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Thousands of dollars)
OPERATING ACTIVITIES
Net income...............................................................................................................................................................
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization........................................................................................................
Non-cash cost of land and improved development .......................................................................................
Stock-based incentive compensation expense ..............................................................................................
Deferred income taxes .......................................................................................................................................
Amortization of losses from pension and postretirement plans ...................................................................
Timber write-offs due to casualty events .........................................................................................................
Gain on sale of large disposition of timberlands ............................................................................................
Gain on Fund II timberland dispositions ..........................................................................................................
Gain on sale of Timber Funds III & IV..............................................................................................................
Fund II carried interest incentive fee................................................................................................................
Other .....................................................................................................................................................................
Changes in operating assets and liabilities, net of effects of merger with Pope Resources:
Receivables..........................................................................................................................................................
Inventories............................................................................................................................................................
Accounts payable................................................................................................................................................
All other operating activities...............................................................................................................................
CASH PROVIDED BY OPERATING ACTIVITIES.........................................................................................
INVESTING ACTIVITIES
Capital expenditures ..............................................................................................................................................
Real estate development investments ................................................................................................................
Purchase of timberlands........................................................................................................................................
Net proceeds from large disposition of timberlands..........................................................................................
Net proceeds from sale of Timber Funds III & IV ..............................................................................................
Net proceeds from Fund II timberland dispositions...........................................................................................
Cash consideration for merger with Pope Resources, net of cash acquired................................................
Other.........................................................................................................................................................................
CASH USED FOR INVESTING ACTIVITIES .................................................................................................
FINANCING ACTIVITIES
Issuance of debt .....................................................................................................................................................
Repayment of debt .................................................................................................................................................
Dividends paid on common stock ........................................................................................................................
Distributions to noncontrolling interests in the operating partnership ............................................................
Proceeds from the issuance of common shares under incentive stock plan................................................
Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering
program, net of commissions and offering costs...............................................................................................
Repurchase of common shares to pay withholding taxes on vested incentive stock awards....................
Repurchase of common shares made under repurchase program................................................................
Debt issuance costs ...............................................................................................................................................
Noncontrolling interests in consolidated affiliates redemption of shares.......................................................
Distributions to noncontrolling interests in consolidated affiliates...................................................................
Make-whole fee on NWFCS debt prepayment ..................................................................................................
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES..................................................................
EFFECT OF EXCHANGE RATE CHANGES ON CASH ................................................................................
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash ....................................................................................
Balance, beginning of year ...................................................................................................................................
Balance, end of year ..............................................................................................................................................
2022
2021
2020
$122,791
$210,487
$29,784
147,339
28,374
12,356
(5,352)
753
—
(16,606)
—
—
—
1,778
(9,109)
(4,335)
1,144
(9,943)
269,190
155,722
24,976
9,277
8,509
1,174
—
(44,784)
(51,522)
(3,675)
(3,807)
9,456
17,239
(503)
(1,593)
(5,846)
325,110
(74,811)
(13,698)
(75,965)
(12,521)
(458,530)
(179,115)
29,496
—
—
—
1,180
54,682
31,014
154,740
—
912
(516,363)
(26,253)
656,842
446,378
(531,842)
(420,000)
(165,707)
(153,515)
(3,668)
2,628
(4,269)
5,922
61,557
230,826
(4,225)
—
(740)
—
(19,434)
—
(4,589)
(1,970)
(1,617)
—
(4,846)
—
(108,956)
(6,234)
(16,311)
(889)
164,996
30,368
8,026
7,541
869
15,203
(28,655)
—
—
—
(11,100)
(15,378)
(1,448)
5,668
(1,700)
204,174
(66,500)
(6,462)
(24,695)
115,666
—
—
(231,068)
(584)
(213,643)
320,000
(152,000)
(146,348)
(3,596)
1,368
32,574
(1,605)
(3,152)
(2,483)
(5,113)
(12,643)
—
27,002
(19)
(253,732)
369,139
281,657
87,482
$115,407
$369,139
17,514
69,968
$87,482
See Notes to Consolidated Financial Statements.
70
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended December 31,
(Thousands of dollars)
2022
2021
2020
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year:
Interest (a).....................................................................................................................................................
Income taxes ................................................................................................................................................
$35,717
15,127
$42,672
7,392
$40,895
816
Non-cash investing activity:
Capital assets purchased on account ......................................................................................................
$4,435
$5,272
$3,205
Non-cash financing activity:
Equity consideration for merger with Pope Resources..........................................................................
Redeemable Operating Partnership Unit consideration for merger with Pope Resources..............
Noncontrolling interests in consolidated affiliates redemption of shares (b) ......................................
—
—
27,860
—
—
28,119
$172,640
106,752
23,290
(a) Interest paid is presented net of patronage payments received of $6.0 million, $6.8 million and $4.7 million for the years ended December 31,
2022, 2021 and 2020, respectively. For additional information on patronage payments, see Note 7 - Debt.
(b) The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable
by the New Zealand subsidiary in the amount of $27.9 million and $28.1 million for the year ended 2022 and 2021, respectively. In 2020, the
New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling
interest share redemption of $5.1 million and a loan payable by the New Zealand subsidiary in the amount of $23.3 million. See Note 5 -
Noncontrolling Interests and Note 7 - Debt for further information.
See Notes to Consolidated Financial Statements.
71
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31,
(Thousands of dollars, except per unit data)
SALES (NOTE 3)............................................................................................................. $909,072 $1,109,597
Costs and Expenses
2022
2021
Cost of sales ..................................................................................................................
Selling and general expenses.....................................................................................
Other operating income (expense), net (Note 17)
OPERATING INCOME ...................................................................................................
Interest expense...............................................................................................................
Interest and other miscellaneous income, net.............................................................
INCOME BEFORE INCOME TAXES...........................................................................
Income tax expense (Note 20).......................................................................................
NET INCOME ...................................................................................................................
Less: Net (income) loss attributable to noncontrolling interests in consolidated
affiliates...........................................................................................................................
(688,284)
(64,670)
9,704
(743,250)
165,822
(36,207)
2,565
132,180
(9,389)
122,791
(796,115)
(57,791)
14,084
(839,822)
269,775
(44,907)
280
225,148
(14,661)
210,487
(13,321)
(53,421)
NET INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS...............
109,470
157,066
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
Limited Partners ............................................................................................................
General Partners ...........................................................................................................
Net income attributable to unitholders
OTHER COMPREHENSIVE INCOME (LOSS)
108,375
1,095
109,470
155,495
1,571
157,066
2020
$859,154
(712,436)
(50,645)
(21,685)
(784,766)
74,388
(38,768)
1,173
36,793
(7,009)
29,784
7,828
37,612
37,236
376
37,612
Foreign currency translation adjustment, net of income tax effect of $0, $0
and $0 .........................................................................................................................
Cash flow hedges, net of income tax effect of $555, $2,667 and $1,845 ............
Actuarial change and amortization of pension and postretirement plan
liabilities, net of income tax effect of $0, $0 and $0..............................................
Total other comprehensive income (loss).............................................................
COMPREHENSIVE INCOME (LOSS) ........................................................................
Less: Comprehensive (income) loss attributable to noncontrolling interests in
consolidated affiliates....................................................................................................
(23,093)
(22,096)
28,272
76,039
60,315
(61,055)
1,627
54,573
177,364
12,476
50,695
261,182
(925)
(33,708)
(3,924)
(12,182)
(48,234)
1,393
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER, L.P.
UNITHOLDERS ............................................................................................................... $165,182
EARNINGS PER UNIT (NOTE 6)
$212,948
($2,531)
Basic earnings per unit attributable to Rayonier, L.P.
Diluted earnings per unit attributable to Rayonier, L.P.
$0.73
$0.73
$1.08
$1.08
$0.28
$0.27
See Notes to Consolidated Financial Statements.
72
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Thousands of dollars, except unit data)
ASSETS
2022
2021
CURRENT ASSETS
Cash and cash equivalents, excluding Timber Funds .......................................................................................
Cash and cash equivalents, Timber Funds .........................................................................................................
Total cash and cash equivalents.........................................................................................................................
Restricted cash, Timber Funds (Note 21) ............................................................................................................
Accounts receivable, less allowance for doubtful accounts of $74 and $59
Inventory (Note 15) ..................................................................................................................................................
Prepaid logging roads .............................................................................................................................................
Prepaid expenses ....................................................................................................................................................
Assets held for sale (Note 22)................................................................................................................................
Other current assets ................................................................................................................................................
Total current assets.............................................................................................................................................
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION .............................................
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (NOTE 14) .................................................................................................................................
$114,255
—
114,255
—
42,538
23,729
14,893
5,680
713
573
202,381
3,230,904
$358,680
3,493
362,173
6,341
30,018
28,523
14,286
4,242
5,099
749
451,431
2,894,996
115,097
106,878
PROPERTY, PLANT AND EQUIPMENT
Land ...........................................................................................................................................................................
Buildings ....................................................................................................................................................................
Machinery and equipment ......................................................................................................................................
Construction in progress.........................................................................................................................................
Total property, plant and equipment, gross........................................................................................................
Less — accumulated depreciation........................................................................................................................
Total property, plant and equipment, net.........................................................................................................
RESTRICTED CASH, EXCLUDING TIMBER FUNDS (NOTE 21)....................................................................
RIGHT-OF-USE ASSETS (NOTE 16).....................................................................................................................
OTHER ASSETS (NOTE 23)....................................................................................................................................
TOTAL ASSETS ................................................................................................................................................
6,453
31,020
6,568
653
44,694
(17,505)
27,189
1,152
97,167
115,481
$3,789,371
6,401
31,168
6,494
460
44,523
(14,900)
29,623
625
101,837
50,966
$3,636,356
LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL
CURRENT LIABILITIES
Accounts payable.....................................................................................................................................................
Current maturities of long-term debt, net (Note 7).................................................................................................
Accrued taxes...........................................................................................................................................................
Accrued payroll and benefits..................................................................................................................................
Accrued interest .......................................................................................................................................................
Deferred revenue .....................................................................................................................................................
Distributions payable, Timber Funds ....................................................................................................................
Other current liabilities ............................................................................................................................................
Total current liabilities.........................................................................................................................................
$22,100
—
3,734
12,564
5,920
22,762
—
28,247
95,327
$23,447
124,965
12,446
14,514
6,343
17,802
6,341
25,863
231,721
LONG-TERM DEBT, NET (NOTE 7).......................................................................................................................
PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 18) .............................................................
LONG-TERM LEASE LIABILITY (NOTE 16) ........................................................................................................
OTHER NON-CURRENT LIABILITIES ..................................................................................................................
COMMITMENTS AND CONTINGENCIES (NOTES 10 and 11) ........................................................................
REDEEMABLE OPERATING PARTNERSHIP UNITS (NOTE 5) 3,208,827 and 3,315,741 Units
outstanding, respectively .......................................................................................................................................
CAPITAL ......................................................................................................................................................................
General partners’ capital.........................................................................................................................................
Limited partners’ capital ..........................................................................................................................................
Accumulated other comprehensive income (loss) (Note 24)............................................................................
TOTAL CONTROLLING INTEREST CAPITAL...............................................................................................
Noncontrolling interests in consolidated affiliates (Note 5) ...............................................................................
TOTAL CAPITAL ..................................................................................................................................................
TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL ..............
1,514,721
8,510
88,756
95,582
1,242,819
10,478
93,416
108,521
105,763
133,823
18,251
1,806,895
40,249
1,865,395
15,317
1,880,712
$3,789,371
17,872
1,769,367
(15,463)
1,771,776
43,802
1,815,578
$3,636,356
See Notes to Consolidated Financial Statements.
73
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Thousands of dollars, except unit data)
Balance, December 31, 2019 .......................................................
Issuance of units associated with the merger with Pope
Resources..........................................................................................
Net income (loss)..............................................................................
Distributions on units ($1.08 per unit)............................................
Issuance of units under the “at-the-market” equity offering, net
of commissions and offering costs of $799 ..................................
Issuance of units under incentive stock plans..............................
Stock-based incentive compensation............................................
Repurchase of units .........................................................................
Adjustment of Redeemable Operating Partnership Units ..........
Acquisition of noncontrolling interests in consolidated affiliates
Conversion of units to common shares.........................................
Actuarial change and amortization of pension and
postretirement plan liabilities...........................................................
Foreign currency translation adjustment.......................................
Cash flow hedges .............................................................................
Distributions to noncontrolling interests in consolidated
affiliates ..............................................................................................
Noncontrolling interests in consolidated affiliates redemption
of unit equivalents.............................................................................
Balance, December 31, 2020 .......................................................
Net income.........................................................................................
Units
General
Partners’
Capital
Limited
Partners’
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests in
Consolidated
Affiliates
$14,712
$1,456,471
($31,202)
$97,661
Total Capital
$1,537,642
1,724
376
170,694
37,236
(1,500)
(148,375)
326
16
81
(47)
(239)
—
5
—
—
—
—
32,248
1,573
7,945
(4,710)
(23,625)
—
491
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(925)
22,928
(62,146)
—
172,418
(7,828)
29,784
—
—
—
—
—
—
(149,875)
32,574
1,589
8,026
(4,757)
(23,864)
333,366
333,366
—
—
5,344
1,091
496
(925)
28,272
(61,055)
—
(12,643)
(12,643)
—
$15,454
1,571
—
$1,529,948
155,495
—
($71,345)
—
(28,403)
$388,588
53,421
(28,403)
$1,862,645
210,487
Distributions on units ($1.08 per unit)............................................
(1,583)
(156,666)
Issuance of units under the “at-the-market” equity offering, net
of commissions and offering costs of $2.5 million .......................
2,330
230,703
Issuance of units under incentive stock plans..............................
Stock-based incentive compensation............................................
Repurchase of units .........................................................................
Adjustment of Redeemable Operating Partnership Units ..........
Conversion of units to common shares.........................................
Measurement period adjustment of noncontrolling interests in
consolidated affiliates.......................................................................
Fund II carried interest incentive fee..............................................
Disposition of noncontrolling interests in consolidated
affiliates ..............................................................................................
Actuarial change and amortization of pension and
postretirement plan liabilities...........................................................
Foreign currency translation adjustment.......................................
Cash flow hedges .............................................................................
Distributions to noncontrolling interests in consolidated
affiliates ..............................................................................................
Noncontrolling interests in consolidated affiliates redemption
of unit equivalents.............................................................................
Balance, December 31, 2021 .......................................................
60
93
(16)
(444)
407
—
—
—
—
—
—
—
5,969
9,184
(1,601)
(43,934)
40,269
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(158,249)
233,033
6,029
9,277
(1,617)
(44,378)
40,676
9,690
9,690
(3,807)
(3,807)
(255,486)
(255,486)
12,476
(18,487)
61,893
—
(3,609)
(1,578)
12,476
(22,096)
60,315
—
(115,298)
(115,298)
—
$17,872
—
$1,769,367
—
($15,463)
(28,119)
$43,802
(28,119)
$1,815,578
74
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)
(Thousands of dollars, except unit data)
Balance, December 31, 2021 .......................................................
Net income.........................................................................................
Distributions on units ($1.125 per unit)..........................................
Issuance of units under the “at-the-market” equity offering, net
of commissions and offering costs of $1.1 million .......................
Issuance of units under incentive stock plans..............................
Stock-based incentive compensation............................................
Repurchase of units .........................................................................
Adjustment of Redeemable Operating Partnership Units ..........
Conversion of units to common shares.........................................
Actuarial change and amortization of pension and
postretirement plan liabilities...........................................................
Foreign currency translation adjustment.......................................
Cash flow hedges .............................................................................
Distributions to noncontrolling interests in consolidated
affiliates ..............................................................................................
Noncontrolling interests in consolidated affiliates redemption
of unit equivalents.............................................................................
Balance, December 31, 2022 .......................................................
Units
General
Partners’
Capital
Limited
Partners’
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests in
Consolidated
Affiliates
$17,872
$1,769,367
($15,463)
$43,802
Total Capital
$1,815,578
1,095
(1,696)
108,375
(167,874)
593
25
124
(42)
241
39
—
—
—
—
58,757
2,441
12,232
(4,183)
23,894
3,886
—
—
—
—
—
—
—
—
—
—
—
—
1,627
(22,282)
76,367
13,321
—
122,791
(169,570)
—
—
—
—
—
—
—
(811)
(328)
59,350
2,466
12,356
(4,225)
24,135
3,925
1,627
(23,093)
76,039
—
(12,807)
(12,807)
—
$18,251
—
$1,806,895
—
$40,249
(27,860)
$15,317
(27,860)
$1,880,712
See Notes to Consolidated Financial Statements.
75
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Thousands of dollars)
OPERATING ACTIVITIES
Net income...........................................................................................................................................
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization ....................................................................................
Non-cash cost of land and improved development....................................................................
Stock-based incentive compensation expense ..........................................................................
Deferred income taxes ...................................................................................................................
Amortization of losses from pension and postretirement plans ...............................................
Timber write-offs due to casualty events .....................................................................................
Gain on sale of large disposition of timberlands ........................................................................
Gain on Fund II timberland dispositions ......................................................................................
Gain on sale of Timber Funds III & IV ..........................................................................................
Fund II carried interest incentive fee ............................................................................................
Other..................................................................................................................................................
Changes in operating assets and liabilities, net of effects of merger with Pope Resources:
Receivables......................................................................................................................................
Inventories ........................................................................................................................................
Accounts payable ............................................................................................................................
All other operating activities...........................................................................................................
CASH PROVIDED BY OPERATING ACTIVITIES .....................................................................
INVESTING ACTIVITIES
Capital expenditures ..........................................................................................................................
Real estate development investments ............................................................................................
Purchase of timberlands....................................................................................................................
Net proceeds from large disposition of timberlands......................................................................
Net proceeds from sale of Timber Funds III & IV...........................................................................
Net proceeds from Fund II timberland dispositions.......................................................................
Cash consideration for merger with Pope Resources, net of cash acquired ............................
Other.....................................................................................................................................................
CASH USED FOR INVESTING ACTIVITIES .............................................................................
FINANCING ACTIVITIES
Issuance of debt..................................................................................................................................
Repayment of debt .............................................................................................................................
Distributions on units..........................................................................................................................
Proceeds from the issuance of units under incentive stock plan ................................................
Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering
program, net of commissions and offering costs ...........................................................................
Repurchase of units to pay withholding taxes on vested incentive stock awards....................
Debt issuance costs ...........................................................................................................................
Repurchase of units made under repurchase program................................................................
Noncontrolling interests in consolidated affiliates redemption of shares ...................................
Distributions to noncontrolling interests in consolidated affiliates...............................................
Make-whole fee on NWFCS debt prepayment ..............................................................................
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES..............................................
EFFECT OF EXCHANGE RATE CHANGES ON CASH ............................................................
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash ................................................................
Balance, beginning of year................................................................................................................
Balance, end of year ..........................................................................................................................
2022
2021
2020
$122,791
$210,487
$29,784
147,339
28,374
12,356
(5,352)
753
—
(16,606)
—
—
—
1,778
(9,109)
(4,335)
1,144
(9,943)
269,190
(74,811)
(13,698)
155,722
24,976
9,277
8,509
1,174
—
(44,784)
(51,522)
(3,675)
(3,807)
9,456
17,239
(503)
(1,593)
(5,846)
325,110
(75,965)
(12,521)
(458,530)
(179,115)
29,496
—
—
—
1,180
54,682
31,014
154,740
—
912
(516,363)
(26,253)
656,842
(531,842)
(169,375)
2,628
61,557
(4,225)
(740)
—
—
(19,434)
—
(4,589)
(1,970)
446,378
(420,000)
(157,784)
5,922
230,826
(1,617)
(4,846)
—
—
(108,956)
(6,234)
(16,311)
(889)
(253,732)
369,139
$115,407
281,657
87,482
$369,139
164,996
30,368
8,026
7,541
869
15,203
(28,655)
—
—
—
(11,100)
(15,378)
(1,448)
5,668
(1,700)
204,174
(66,500)
(6,462)
(24,695)
115,666
—
—
(231,068)
(584)
(213,643)
320,000
(152,000)
(149,944)
1,368
32,574
(1,605)
(2,483)
(3,152)
(5,113)
(12,643)
—
27,002
(19)
17,514
69,968
$87,482
See Notes to Consolidated Financial Statements.
76
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended December 31,
(Thousands of dollars)
2022
2021
2020
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period:
Interest (a) ........................................................................................................................................
Income taxes....................................................................................................................................
$35,717
15,127
$42,672
7,392
$40,895
816
Non-cash investing activity:
Capital assets purchased on account ..........................................................................................
$4,435
$5,272
$3,205
Non-cash financing activity:
Unit consideration for merger with Pope Resources .................................................................
Redeemable Operating Partnership Unit consideration for merger with Pope Resources .
—
—
—
—
Noncontrolling interests in consolidated affiliates redemption of shares (b)..........................
27,860
28,119
$172,640
106,752
23,290
(a) Interest paid is presented net of patronage payments received of $6.0 million, $6.8 million and $4.7 million for the years ended
December 31, 2022, 2021 and 2020, respectively. For additional information on patronage payments, see Note 7 — Debt.
(b) The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan
payable by the New Zealand subsidiary in the amount of $27.9 million and $28.1 million for the year ended 2022 and 2021, respectively. In
2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a
noncontrolling interest share redemption of $5.1 million and a loan payable by the New Zealand subsidiary in the amount of $23.3 million.
See Note 5 - Noncontrolling Interests and Note 7 - Debt for further information.
See Notes to Consolidated Financial Statements.
77
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands unless otherwise stated)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
Our consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”). Rayonier Inc.'s Consolidated Financial Statements include
the Operating Partnership, wholly-owned subsidiaries and entities in which the Company has a controlling interest.
Rayonier, L.P.'s Consolidated Financial Statements include wholly-owned subsidiaries and entities in which the
Operating Partnership has a controlling interest. For additional information regarding our consolidated entities with a
noncontrolling interest component, see Note 5 - Noncontrolling Interests. All intercompany balances and
transactions are eliminated.
As of December 31, 2022, the Company owned a 97.9% interest in the Operating Partnership, with the
remaining 2.1% 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.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. There are risks inherent in estimating and therefore actual results could differ from those
estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and other highly liquid investments with original maturities
of three months or less.
ACCOUNTS RECEIVABLE
Accounts receivable are primarily amounts due to us for the sale of timber and are presented net of an
allowance for doubtful accounts.
INVENTORY
Higher and better use (“HBU”) real estate properties that are expected to be sold within one year are included in
inventory at the lower of cost or net realizable value. HBU properties that are expected to be sold after one year are
included in a separate balance sheet line entitled “Higher and Better Use Timberlands and Real Estate
Development Investments.” See below for additional information.
Inventory also includes logs available to be sold by the Trading segment. Log inventory is recorded at the lower
of cost or net realizable value and expensed to cost of sales when sold to third-party buyers. Inventory also includes
carbon unit inventory. Carbon unit inventory represents the basis in New Zealand carbon units intended to be sold in
the next 12 months. See Note 15 — Inventory for additional information.
PREPAID LOGGING ROADS
In the Pacific Northwest and New Zealand, costs for roads built to access particular tracts to be harvested in the
upcoming 24 months to 60 months are recorded as prepaid logging roads. We charge such costs to expense as
timber is harvested using an amortization rate determined annually as the total cost of prepaid roads divided by the
estimated tons of timber to be accessed by those roads. The prepaid balance is classified as short-term or long-
term based on the upcoming harvest schedule. See Note 23 — Other Assets for additional information.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
PATRONAGE DIVIDENDS
As a requirement of the Farm Credit Act, borrowers in the Farm Credit System are required to purchase equity
in Farm Credit lenders. The equity balance primarily represents shares of Class A common stock in CoBank valued
at $100 par value. CoBank equity purchases continue annually until a balance equal to 8% of our 10-year historical
average loan balance at CoBank is obtained. Initially, a minimal equity purchase was made in cash upon the receipt
of loan proceeds. Subsequently, equity purchases are made annually through patronage dividends, of which
approximately 90% is cash and 10% is equity. The stock has no cash value until retired. As our loans are paid in full,
the stock is generally retired over a 10-year loan base period beginning in the year following loan payoff.
Estimated cash and equity dividends are recognized as an offset to interest expense in the period earned.
These estimates are calculated by applying the weighted average debt balance with each participating lender to a
historical dividend rate. Changes in assumptions, as well as changes in actual experience, could cause the
estimates to change. See Note 7 — Debt and Note 23 — Other Assets for additional information.
DEFERRED FINANCING COSTS
Deferred financing costs related to revolving debt are capitalized and amortized to interest expense over the
term of the revolving debt using a method that approximates the effective interest method. See Note 23 — Other
Assets for additional information on deferred financing costs related to revolving debt. See Note 7 — Debt for
additional information on deferred financing costs related to term debt.
CAPITALIZED SOFTWARE COSTS
Software costs are capitalized and amortized over a period not exceeding five years using the straight-line
method. See Note 23 — Other Assets for additional information.
TIMBER AND TIMBERLANDS
Timber is stated at the lower of cost or net realizable value. Costs relating to acquiring, planting and growing
timber including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and
supplies, are capitalized. A portion of timberland lease payments are capitalized based on the proportion of acres
with merchantable timber volume remaining to be harvested under the lease term and the residual portion of the
lease payments are expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities,
while interest and other intangible costs are not capitalized. An annual depletion rate is established for each
particular region by dividing merchantable inventory cost by standing merchantable inventory volume, which is
estimated annually. We charge accumulated costs attributed to merchantable timber to depletion expense (cost of
sales) at the time the timber is harvested or when the underlying timberland is sold.
Upon the acquisition of timberland, we make a determination on whether to combine the newly acquired
merchantable timber with an existing depletion pool or to create a new, separate pool. This determination is based
on the geographic location of the new timber, the customers/markets that will be served and the species mix. If the
acquisition is similar to an existing depletion pool, the cost of the acquired timber is combined and a new depletion
rate is calculated for the pool. This determination and depletion rate adjustment normally occurs in the quarter
following the acquisition.
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
HBU timberland is recorded at the lower of cost or net realizable value. These properties are managed as
timberlands until sold or developed, with sales and depletion expense related to the harvesting of timber accounted
for within the respective timber segment. At the time of sale, the cost basis of any unharvested timber is recorded as
depletion expense, a component of cost of sales, within the Real Estate segment.
HBU timberland and real estate development investments expected to be sold within twelve months are
recorded as inventory. See Note 14 — Higher and Better Use Timberlands and Real Estate Development
Investments for additional information.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
REAL ESTATE DEVELOPMENT INVESTMENTS
Real estate development investments include capitalized costs associated with the development and
construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other
improvements designed to enhance marketability and create parcels, pads and/or lots for sale. We capitalize
interest on real estate projects under development based on the amount of underlying expenditures during the
capitalization period. The period begins when activities necessary to ready a property for its intended use
commence, typically when we begin the site work for land already owned, and ends when the improvement is
substantially complete and ready for its intended use. Determination of when construction of a project is
substantially complete and ready for its intended use is subjective and requires business judgement. As such, we
determine when the capitalization period begins and ends through communication with project managers and others
responsible for the tracking and oversight of individual projects.
IMPAIRMENT OF HBU TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
We review our higher and better use timberlands and real estate development investments for potential
impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable.
Impairment indicators for each development project are assessed separately and include, but are not limited to,
significant decreases in sales pace or average selling prices, significant increases in expected land development
and construction costs, and projected losses on expected future sales. Development projects have extended life
cycles that may last 20 to 40 years, or longer, and have few long-term contractual cash flows. Development periods
often occur through several economic cycles. Subjective factors such as the expected timing of property
development and sales, optimal development density and sales strategy impact the timing and amount of expected
future cash flows and fair value.
An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair
value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding
future economic conditions, such as construction costs and sales values that could differ materially from actual
results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by
the asset are less than its carrying amount less costs to sell, an impairment provision is recorded to write-down the
carrying amount of the asset to its fair value.
PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION
Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction
and installation costs. We generally depreciate our assets, including office and transportation equipment, using the
straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the
straight-line method over 15 to 35 years and 5 to 30 years, respectively.
Gains and losses on the sale or retirement of assets are included in operating income. Long-lived assets are
reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset
may not be recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash
flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be
recognized is the amount the carrying value exceeds the fair value of the assets, which is based on a discounted
cash flow model. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to
sell.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
LEASES
At inception, we determine if an arrangement is a lease and whether that lease meets the classification criteria
of a finance or operating lease. Operating leases are included in right-of-use (“ROU”) assets, other current liabilities,
and long-term lease liability in the Consolidated Balance Sheets. The income generated from our commercial and
residential leases in Port Gamble are accounted for in accordance with Topic 842. We recognize the total minimum
lease payments provided for under the leases on a straight-line basis over the lease term.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the
obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are
recognized at the lease commencement date based on the estimated present value of lease payments over the
lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate
based on the estimated rate of interest for collateralized borrowing over a similar term. Lease terms may include
options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease
expense for lease payments is recognized on a straight-line basis over the lease term.
RIGHT-OF-USE ASSETS IMPAIRMENT
Operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset group to which the operating lease is assigned may not be
recoverable. Recoverability of the asset group is evaluated based on forecasted undiscounted cash flows. If the
carrying amount of the asset group is not recoverable, the fair value of the asset group is compared to its carrying
amount and an impairment charge is recognized for the amount by which the carrying amount exceeds the fair
value. A discounted cash flow approach using market participant assumptions of the expected cash flows and
discount rate are used to estimate the fair value of the asset group.
FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair
value was established 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, such as quoted prices for similar
assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, or other inputs that are observable or can be corroborated by observable market data.
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. This includes certain pricing models, discounted cash flow
methodologies and similar techniques that use significant unobservable inputs.
ENVIRONMENTAL REMEDIATION LIABILITIES
We estimate future costs for known environmental remediation requirements and accrue for them on an
undiscounted basis when it is probable that a liability has been incurred and the related costs can be reasonably
estimated. We consider various factors when estimating our environmental liabilities, including construction
contracts, proposed statements of work, project management, and other professional fees. We evaluate the
adequacy of these liabilities on a quarterly basis. We make adjustments to the liabilities when additional information
becomes available that affects the estimated costs to study or remediate any environmental matter. Legal
investigation and defense costs incurred in connection with environmental contingencies are expensed as incurred.
Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is
deemed probable and does not exceed the amount of losses previously recorded. See Note 12 - Environmental and
Natural Resource Damages Liabilities for more information.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
GOODWILL
Goodwill represents the excess of the acquisition cost of the New Zealand Timber segment over the fair value of
the net assets acquired. Goodwill is not amortized, but is periodically reviewed for impairment. An impairment test
for this reporting unit’s goodwill is performed annually and whenever events or circumstances indicate that the value
of goodwill may be impaired. We compare the fair value of the New Zealand Timber segment, using an independent
valuation for the New Zealand forest assets, to its carrying value including goodwill. The independent valuation of
the New Zealand forest assets is based on discounted cash flow models where the fair value is calculated using
cash flows from sustainable forest management plans. The fair value of the forest assets is measured as the
present value of cash flows from one growth cycle based on the productive forest land, taking into consideration
environmental, operational, and market restrictions. These cash flow valuations involve a number of estimates that
require broad assumptions and significant judgment regarding future performance. The annual impairment test was
performed as of October 1, 2022; the estimated fair value of the New Zealand Timber segment exceeded its
carrying value and no impairment was recorded. Except for changes in the New Zealand foreign exchange rate,
there have been no adjustments to the carrying value of goodwill since the initial recognition. See Note 23 — Other
Assets for additional information.
FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT
The functional currency of our New Zealand-based operations is the New Zealand dollar. All assets and
liabilities are translated into U.S. dollars at the exchange rate in effect at the respective balance sheet dates.
Translation gains and losses are recorded as a separate component of Accumulated Other Comprehensive Income
(“AOCI”), within Shareholders’ Equity.
U.S. denominated transactions of the New Zealand subsidiary are remeasured into New Zealand dollars at the
exchange rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges.
All income statement items of the New Zealand subsidiary are translated into U.S. dollars for reporting purposes
using monthly average exchange rates with translation gains and losses being recorded as a separate component
of AOCI, within Shareholders’ Equity.
REDEEMABLE OPERATING PARTNERSHIP UNITS
Limited partners holding Redeemable Operating Partnership Units have the right to put any and all of the units
to the Operating Partnership in exchange for Rayonier registered common shares, on a one-for-one basis, or cash,
at Rayonier’s option. Consequently, these Redeemable Operating Partnership Units are classified outside of
permanent partners’ capital in the Operating Partnership's accompanying balance sheets and the related
noncontrolling interest is classified outside of permanent equity in the accompanying balance sheets of Rayonier.
The recorded value of the Redeemable Operating Partnership Units is based on the higher of 1) initial carrying
amount, increased or decreased for its share of net income or loss, other comprehensive income or loss, and
dividend or 2) redemption value as measured by the closing price of Rayonier common stock on the balance sheet
date multiplied by the total number of Redeemable Operating Partnership Units outstanding.
RELATED PARTY
We follow ASC 850, Related Party Disclosure, for the identification of related parties and disclosure of related
party transactions. A party is considered to be related to us if the party, directly or indirectly or through one or more
intermediaries, controls, is controlled by, or is under common control with us. Related parties also include principal
owners, management and directors, as well as members of their immediate families or any other parties with which
we may deal if one party to a transaction controls or can significantly influence the management or operating
policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own
separate interests.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the
requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with
related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to
those that prevail in arm’s-length transactions unless such representations can be substantiated. See Note 25 –
Related Party.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
REVENUE RECOGNITION
We recognize revenues when control of promised goods or services (“performance obligations”) is transferred
to customers, in an amount that reflects the consideration expected in exchange for those goods or services
(“transaction price”). We generally satisfy performance obligations within a year of entering into a contract and
therefore have applied the disclosure exemption found under ASC 606-10-50-14. Unsatisfied performance
obligations as of December 31, 2022 are primarily due to advances on stumpage contracts, unearned license
revenue and post-closing obligations on real estate sales. These performance obligations are expected to be
satisfied within the next twelve months. We generally collect payment within a year of satisfying performance
obligations and therefore have elected not to adjust revenues for a financing component.
TIMBER SALES
Revenue from the sale of timber is recognized when control passes to the buyer. We utilize two primary
methods or sales channels for the sale of timber – a stumpage/standing timber model and a delivered log model.
The sales method we employ depends upon local market conditions and which method management believes will
provide the best overall margins.
Under the stumpage model, standing timber is sold primarily under pay-as-cut contracts, with a specified
duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber is severed and the
sales volume is determined. We also sell stumpage under lump-sum contracts for specified parcels where we
receive cash for the full agreed value of the timber prior to harvest and control passes to the buyer upon signing the
contract. We retain interest in the land, slash products and the use of the land for recreational and other purposes.
Any uncut timber remaining at the end of the contract period reverts to us. Revenue is recognized for lump-sum
timber sales when payment is received, the contract is signed and control passes to the buyer. A third type of
stumpage sale we utilize is an agreed-volume sale, whereby revenue is recognized using the output method, as
periodic physical observations are made of the percentage of acreage harvested.
Under the delivered log model, we hire third-party loggers and haulers to harvest timber and deliver it to a
buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers on
open credit terms. Sales of export logs generally require a letter of credit from an approved bank. Revenue is
recognized when the logs are delivered and control has passed to the buyer. For domestic log sales, control is
considered passed to the buyer as the logs are delivered to the customer’s facility. For export log sales, control is
considered passed to the buyer upon delivery onto the export vessel.
The following table summarizes revenue recognition and general payment terms for timber sales:
Contract Type
Performance
Obligation
Timing of
Revenue Recognition
General
Payment Terms
Stumpage Pay-as-Cut
Stumpage Lump Sum
Stumpage Agreed Volume
Right to harvest a unit (i.e.
ton, MBF, JAS m3) of
standing timber
Right to harvest an agreed
upon acreage of standing
timber
Right to harvest an agreed
upon volume of standing
timber
As timber is severed
(point-in-time)
Initial payment between
5% and 20% of estimated
contract value; collection
generally within 10 days of
severance
Contract execution
(point-in-time)
Full payment due upon
contract execution
As timber is severed
(over-time)
Delivered Wood (Domestic)
Delivery of a unit (i.e. ton,
MBF, JAS m3) of timber to
customer’s facility
Upon delivery to customer’s
facility
(point-in-time)
Delivered Wood (Export)
Delivery of a unit (i.e. ton,
MBF, JAS m3) onto export
vessel
Upon delivery onto export
vessel
(point-in-time)
83
Payments made throughout
contract term at the earlier of a
specified harvest percentage
or time elapsed
No initial payment and on open
credit terms; collection
generally within 30 days of
invoice
Letter of credit from an
approved bank; collection
generally within 30 days of
delivery
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
NON-TIMBER SALES
Non-timber sales are primarily comprised of hunting and recreational licenses, carbon credits and other auxiliary
income. Hunting and recreational license sales and any related costs are recognized ratably over the term of the
agreement and included in “Sales” and “Cost of sales,” respectively. Payment is generally due upon contract
execution. The New Zealand Emissions Trading Scheme (“NZ ETS”) incentivizes the lowering of greenhouse gas
emissions by providing carbon credits to certain organizations that lower carbon emissions. Our New Zealand
segment regularly sells carbon credits and recognizes income as they are sold to other carbon emitting entities.
LOG TRADING
Log trading revenue is generally recognized when procured logs are delivered to the buyer and control has
passed. For domestic log trading, control is considered passed to the buyer as the logs are delivered to the
customer’s facility. For export log trading, control is considered passed to the buyer upon delivery onto the export
vessel. The Trading segment also includes sales from log agency contracts, whereby we act as an agent managing
export services on behalf of third parties. Revenue for log agency fees are recognized net of related costs.
REAL ESTATE
We recognize revenue on sales of real estate generally at the point in time when cash has been received, the
sale has closed and control has passed to the buyer. A deposit of 2% to 5% is generally required at the time a
purchase and sale agreement is executed, with the balance due at closing. On sales of development real estate
containing future performance obligations, revenue is recognized using the cost input method based on
development costs incurred to date relative to the total development costs allocated to the contract with the
customer. The aggregate amount of the transaction price allocated to unsatisfied obligations is recorded and
presented in “Deferred revenue” in the Consolidated Balance Sheets.
COST OF SALES
Cost of sales associated with timber operations primarily include the cost basis of timber sold (depletion),
logging and transportation costs (cut and haul) and ocean freight and demurrage costs (port and freight). Depletion
includes the amortization of capitalized costs (site preparation, planting and fertilization, real estate taxes,
timberland lease payments and certain payroll costs). Other costs include amortization of capitalized costs related
to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance,
severance and excise taxes, carbon basis and fire prevention.
Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the
property that was conveyed to the buyer, any real estate development costs and any closing costs including sales
commissions that may be borne by us. We expense closing costs, including sales commissions, when incurred for
all real estate sales with future performance obligations expected to be satisfied within one year.
When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and
estimates of future development costs benefiting the property sold through completion. Costs are allocated to each
sold acre or lot based upon the relative sales value of each acre or lot as compared to the estimated sales value of
the total project. For purposes of allocating development costs, estimates are reevaluated at least annually and
more frequently if warranted by market conditions, changes in the project’s scope or other factors, with any
adjustments being allocated prospectively to the remaining units available for sale.
EMPLOYEE BENEFIT PLANS
The determination of expense and funding requirements for our defined benefit pension plan, its unfunded
excess pension plan and its postretirement life insurance plan are largely based on a number of actuarial
assumptions. The key assumptions include discount rate, return on assets, mortality rates and longevity of
employees. See Note 18 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the
net periodic benefit cost for the year ended December 31, 2022.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Periodic pension and other postretirement expense is included in “Cost of sales,” “Selling and general
expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and
Comprehensive Income. The service cost component of net periodic benefit cost is included in “Cost of sales” and
“Selling and general expenses” while the other components of net periodic benefit cost (interest cost, expected
return on plan assets and amortization of losses or gains) are presented outside of income from operations in
“Interest and other miscellaneous income, net.” At December 31, 2022 and 2021, our pension plans were in a net
liability position (underfunded) of $7.2 million and $8.7 million, respectively. The estimated amount to be paid in the
next 12 months is recorded in “Accrued payroll and benefits” on the Consolidated Balance Sheets, with the
remainder recorded as a long-term liability in “Pension and Other Postretirement Benefits.” Changes in the funded
status of our plans are recorded through other comprehensive (loss) income in the year in which the changes occur.
We measure plan assets and benefit obligations as of the fiscal year-end. See Note 18 — Employee Benefit Plans
for additional information.
INCOME TAXES
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets
and liabilities are recognized for the estimated future tax benefits or consequences attributable to differences
between the financial statement carrying amounts of assets and liabilities and their respective tax bases, operating
loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax
laws using the enacted tax rate that is expected to apply to taxable income in the years in which the temporary
differences are expected to be recovered or settled. We recognize the effect of a change in income tax rates on
deferred tax assets and liabilities in the Consolidated Statements of Income and Comprehensive Income in the
period that includes the enactment date of the rate change. We record a valuation allowance to reduce the carrying
amounts of deferred tax assets if it is more-likely-than-not that such deferred tax assets will not be realized.
In determining the provision for income taxes, we compute an annual effective income tax rate based on annual
income by legal entity, permanent differences between book and tax, and statutory income tax rates by jurisdiction.
Inherent in the effective tax rate is an assessment of the ultimate outcome of current period uncertain tax positions.
We adjust our annual effective tax rate as additional information on outcomes or events becomes available. Discrete
items such as taxing authority examination findings or legislative changes are recognized in the period in which they
occur.
Our income tax returns are subject to audit by U.S. federal, state and foreign taxing authorities. In evaluating the
tax benefits associated with various tax filing positions, we record a tax benefit for an uncertain tax position if it is
more-likely-than-not to be realized upon ultimate settlement. We record a liability for an uncertain tax position that
does not meet this criterion. Interest and penalties for an uncertain tax position are recognized in income tax
expense. We adjust our liabilities for uncertain tax benefits in the period in which it is determined the issue is settled
with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax
position or when new facts or information become available. See Note 20 — Income Taxes for additional
information.
ACCOUNTING PRONOUNCEMENTS
In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate
Reform (Topic 848), which provides temporary optional expedients and exceptions to the guidance on contract
modifications and hedge accounting to ease the financial reporting burdens related to the expected market
transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured
Overnight Financing Rate (“SOFR”). Entities can elect not to apply certain modification accounting requirements to
contracts affected by reference rate reform, if certain criteria are met. We have previously elected to apply the
hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed
cash flows to assume that the index upon which future hedged transactions will be based matches the index on the
corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with
past presentation. See Note 7 — Debt and Note 8 — Derivative Financial Instruments and Hedging Activities for
more information on our current year transition to SOFR.
85
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-03, Fair Value
Measurement (Topic 820): Fair Value Measurement of Equity Securities to Contractual Sale Restrictions, which
clarifies how the fair value of equity securities subject to contractual sale restrictions is determined, and amends
ASC 820 to clarify that a contractual sale restriction should not be considered in measuring fair value. It also
requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain
qualitative and quantitative information about such securities. The pronouncement is effective for fiscal years, and
for interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. We
are currently evaluating the impact of adopting this new guidance on the consolidated financial statements.
SUBSEQUENT EVENTS
On February 13, 2023, Cyclone Gabrielle came across the northeast coast of the North Island in New Zealand.
As of the date of filing, we have begun assessing our exposure but are unable to reasonably quantify the extent of
loss, which includes damages to roading infrastructure and timber in certain areas.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
2.
SEGMENT AND GEOGRAPHICAL INFORMATION
As of December 31, 2022 Rayonier operated in five reportable segments: Southern Timber, Pacific Northwest
Timber, New Zealand Timber, Real Estate, and Trading. The previously reported Timber Funds segment was
liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022. As a result,
disclosure of Timber Funds segment results is not presented for 2022 while prior year results are presented for
historical purposes.
Sales between operating segments are made based on estimated fair market value, and intercompany sales,
purchases and profits (losses) are eliminated in consolidation. We evaluate financial performance based on
segment operating income (loss) and Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and
Amortization (“Adjusted EBITDA”). Asset information is not reported by segment, as we do not produce asset
information by segment internally.
Operating income as presented in the Consolidated Statements of Income and Comprehensive Income is equal
to segment income. Certain income (loss) items in the Consolidated Statements of Income and Comprehensive
Income are not allocated to segments. These items, which include interest income (expense), miscellaneous
income (expense) and income tax expense, are not considered by management to be part of segment operations
and are included under “unallocated interest expense and other.”
Segment information for each of the three years ended December 31 follows:
Sales by Product Line
2021
2020
2022
Southern Timber ............................................................................................................................... $264,201
Pacific Northwest Timber .................................................................................................................
162,237
$204,441
$191,831
143,021
120,809
New Zealand Timber.........................................................................................................................
274,076
281,158
202,315
Timber Funds (a) ...............................................................................................................................
—
199,402
29,557
Real Estate
Improved Development .........................................................................................................
Unimproved Development ....................................................................................................
Rural.........................................................................................................................................
Timberland & Non-Strategic .................................................................................................
35,413
—
59,485
11,400
51,713
37,500
43,088
44
Conservation Easements......................................................................................................
—
3,855
Deferred Revenue/Other.......................................................................................................
1,239
(2,380)
14,498
8,426
67,152
19,255
3,099
888
Large Dispositions..................................................................................................................
30,471
56,048
116,027
Total Real Estate ...............................................................................................................................
138,008
189,868
229,345
Trading ................................................................................................................................................
70,952
95,364
88,973
Intersegment eliminations (b)..........................................................................................................
(3,676)
Total Sales ............................................................................................................................. $909,072 $1,109,597 $859,154
(3,657)
(402)
(a) The years ended December 31, 2021 and December 31, 2020 include $159.1 million and $22.7 million, respectively, of sales attributable to
noncontrolling interests in Timber Funds. Included in sales attributable to noncontrolling interests in Timber Funds for the year ended
December 31, 2021 is $125.4 million from Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds. The
year ended December 31, 2021 also includes $31.4 million from Fund II Timberland Dispositions attributable to Rayonier.
(b) The years ended December 31, 2022, 2021 and 2020 include log marketing fees paid to our Trading segment from our Southern Timber
and Pacific Northwest Timber segments for marketing log export sales. The years ended December 31, 2021 and December 31, 2020
include the elimination of timberland investment management fees paid to us by the timber funds which were initially recognized as sales
and cost of sales within the Timber Funds segment.
87
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Operating Income (Loss)
2021
2020
2022
Southern Timber (a)..........................................................................................................................
$96,616
$66,111
$41,247
Pacific Northwest Timber (b)...........................................................................................................
New Zealand Timber ........................................................................................................................
Timber Funds (c)...............................................................................................................................
15,192
30,621
—
6,827
51,513
63,219
(9,979)
29,984
(13,195)
Real Estate (d)...................................................................................................................................
58,495
112,540
71,951
Trading................................................................................................................................................
382
144
(462)
Corporate and other (e) ...................................................................................................................
(35,484)
(30,579)
(45,158)
Total Operating Income.........................................................................................................
165,822
269,775
74,388
Unallocated interest expense and other........................................................................................
(33,642)
(44,627)
(37,595)
Total Income before Income Taxes ................................................................................................ $132,180
$225,148
$36,793
(a) The year ended December 31, 2020 includes $6.0 million of timber write-offs resulting from casualty events. Timber write-offs resulting
from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of
sales.”
(b) The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events. Timber write-offs resulting
from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of
sales.”
(c) The year ended December 31, 2021 includes $45.6 million of operating income attributable to noncontrolling interests in Timber Funds.
Included in operating income attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is
$41.2 million of income from Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $10.3 million of income on
Fund II Timberland Dispositions attributable to Rayonier and a $7.5 million gain on investment in Timber Funds. The year ended
December 31, 2020 includes $11.6 million of operating loss attributable to noncontrolling interests in Timber Funds. Included in operating
loss attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2020 is $7.3 million related to timber write-
offs resulting from casualty events. The year ended December 31, 2020 also includes $1.8 million of timber write-offs resulting from
casualty events attributable to Rayonier. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements
of Income and Comprehensive Income under the caption “Cost of sales.”
(d) The year ended December 31, 2022 includes an $11.5 million gain associated with the multi-family apartment complex sale attributable to
noncontrolling interests. The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests was
recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Other operating income, net”. The
years ended December 31, 2022, 2021 and 2020 include $16.6 million, $44.8 million and $28.7 million, respectively, from Large
Dispositions.
(e) The year ended December 31, 2020 includes $17.2 million of integration and restructuring costs related to the merger with Pope
Resources.
88
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Gross Capital Expenditures
2020
2021
2022
Capital Expenditures (a)
Southern Timber .................................................................................................................................
$39,301
$35,790
$35,505
Pacific Northwest Timber ..................................................................................................................
New Zealand Timber .........................................................................................................................
Timber Funds (b) ................................................................................................................................
Real Estate ..........................................................................................................................................
Corporate and other ...........................................................................................................................
16,770
18,455
—
285
—
16,585
20,128
3,271
191
—
11,367
16,595
2,606
428
—
Total capital expenditures.......................................................................................................
$74,811
$75,965
$66,500
Timberland Acquisitions (c)
Southern Timber ................................................................................................................................ $457,770
$168,188
$24,241
Pacific Northwest Timber...................................................................................................................
26
New Zealand Timber..........................................................................................................................
734
Total timberland acquisitions.................................................................................................. $458,530
—
10,927
—
454
$179,115
$24,695
Total Gross Capital Expenditures................................................................................................ $533,341
$255,080
$91,195
(a) Excludes timberland acquisitions presented separately in addition to real estate development investments of $13.7 million, $12.5 million and
$6.5 million in the years ended December 31, 2022, 2021 and 2020, respectively.
(b) The years ended December 31, 2021 and December 31, 2020 include $2.8 million and $2.3 million, respectively, of capital expenditures
attributable to noncontrolling interests in Timber Funds.
(c) Excludes timberland acquired in the Pope Resources merger.
Depreciation,
Depletion and Amortization
2020
2021
2022
Southern Timber .................................................................................................................................
$60,298
$54,116
$61,827
Pacific Northwest Timber...................................................................................................................
48,024
New Zealand Timber..........................................................................................................................
23,876
Timber Funds (a) ................................................................................................................................
—
Real Estate (b) ....................................................................................................................................
22,216
Corporate and other ..........................................................................................................................
1,255
Total ........................................................................................................................................... $155,669
50,487
27,005
97,943
17,746
1,208
47,107
25,030
11,884
53,093
1,427
$248,505
$200,368
(a) The year ended December 31, 2021 includes $78.9 million of depreciation, depletion, and amortization attributable to noncontrolling
interests in Timber Funds. Included in depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds for
the year ended December 31, 2021 is $66.4 million related to Fund II Timberland Dispositions. The year ended December 31, 2021 also
includes $16.6 million related to Fund II Timberland Dispositions attributable to Rayonier. The year ended December 31, 2020 includes
$10.3 million of depreciation, depletion and amortization attributable to noncontrolling interests in Timber Funds.
(b) The years ended December 31, 2022, 2021 and 2020 include $8.3 million, $9.8 million and $35.4 million, respectively, from Large
Dispositions.
89
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Non-Cash Cost of Land and
Improved Development
2021
2022
2020
Timber Funds (a) ......................................................................................................................................
—
$20,239
—
Real Estate (b) ..........................................................................................................................................
32,934
Total ................................................................................................................................................. $32,934
25,070
82,008
$45,309
$82,008
(a) The year ended December 31, 2021 includes $20.2 million of non-cash cost of land and improved development from Fund II Timberland
Dispositions, of which $16.2 million was attributable to noncontrolling interests in Timber Funds and $4.0 million was attributable to
Rayonier.
(b) The years ended December 31, 2022, 2021 and 2020 include $4.6 million, $0.1 million and $51.6 million, respectively, from Large
Dispositions.
Geographical Operating Information
2022
Sales
2021
2020
2022
Operating Income
2021
2020
Identifiable Assets
2021
2022
United States............
$576,780
$732,995
$567,998
$135,900
$217,964
$44,877
$3,244,128
$3,046,707
New Zealand ............
332,292
376,602
291,156
29,922
51,811
29,511
545,243
589,649
Total ................
$909,072
$1,109,597
$859,154
$165,822
$269,775
$74,388
$3,789,371
$3,636,356
3.
REVENUE
Contract Balances
The timing of revenue recognition, invoicing and cash collections results in accounts receivable and deferred
revenue (contract liabilities) on the Consolidated Balance Sheets. Accounts receivable are recorded when we have
an unconditional right to consideration for completed performance under the contract. Contract liabilities relate to
payments received in advance of performance under the contract. Contract liabilities are recognized as revenue as
(or when) we perform under the contract.
The following table summarizes revenue recognized during the years ended December 31, 2022 and 2021 that
was included in the contract liability balance at the beginning of each year:
Revenue recognized from contract liability balance at the beginning of the year (a) ..............
$16,148
$10,809
(a) Revenue recognized was primarily from hunting licenses, the use of advances on pay-as-cut timber sales, and performance obligations
from development sales.
Year Ended December 31,
2022
2021
90
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our revenue from contracts with customers disaggregated by product type for the years ended
December 31, 2022, 2021 and 2020:
Year Ended
December 31, 2022
Pulpwood......................................................................
Sawtimber ....................................................................
Hardwood .....................................................................
Total Timber Sales..........................................
License Revenue, Primarily From Hunting .............
Other Non-Timber/Carbon Revenue........................
Agency Fee Income....................................................
Total Non-Timber Sales ................................
Improved Development ..............................................
Rural..............................................................................
Timberland & Non-Strategic ......................................
Deferred Revenue/Other (a)......................................
Large Dispositions ......................................................
Total Real Estate Sales .................................
Revenue from Contracts with Customers ...............
Lease Revenue ...........................................................
Intersegment ................................................................
Total Revenue..................................................
December 31, 2021
Pulpwood......................................................................
Sawtimber ....................................................................
Hardwood .....................................................................
Total Timber Sales..........................................
License Revenue, Primarily from Hunting...............
Other Non-Timber/Carbon Revenue........................
Agency Fee Income....................................................
Fund II Timberland Dispositions ...............................
Total Non-Timber Sales ................................
Improved Development ..............................................
Unimproved Development .........................................
Rural..............................................................................
Timberland & Non-Strategic ......................................
Conservation Easements...........................................
Deferred Revenue/Other (a)......................................
Large Dispositions ......................................................
Total Real Estate Sales .................................
Revenue from Contracts with Customers ...............
Lease Revenue ...........................................................
Intersegment ................................................................
Total Revenue..................................................
December 31, 2020
Pulpwood......................................................................
Sawtimber ....................................................................
Hardwood .....................................................................
Total Timber Sales..........................................
License Revenue, Primarily from Hunting...............
Other Non-Timber/Carbon Revenue........................
Agency Fee Income....................................................
Total Non-Timber Sales ................................
Improved Development ..............................................
Unimproved Development .........................................
Rural..............................................................................
Timberland & Non-Strategic ......................................
Conservation Easements...........................................
Deferred Revenue/Other (a)......................................
Large Dispositions ......................................................
Total Real Estate Sales .................................
Revenue from Contracts with Customers ...............
Lease Revenue ...........................................................
Intersegment ................................................................
Total Revenue..................................................
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Timber
Funds
Real
Estate
Trading
Elim.
Total
$126,884
92,512
17,216
236,612
21,287
6,302
—
27,589
—
—
—
—
—
—
264,201
—
—
$264,201
$95,995
79,154
4,671
179,820
18,116
6,505
—
—
24,621
—
—
—
—
—
—
—
—
204,441
—
—
$204,441
$94,108
73,683
2,430
170,221
17,765
3,845
—
21,610
—
—
—
—
—
—
—
—
191,831
—
—
$191,831
$15,094
141,541
—
156,635
1,076
4,526
—
5,602
—
—
—
—
—
—
162,237
—
—
$162,237
$9,336
127,768
—
137,104
990
4,927
—
—
5,917
—
—
—
—
—
—
—
—
143,021
—
—
$143,021
$10,581
106,051
—
116,632
843
3,334
—
4,177
—
—
—
—
—
—
—
—
120,809
—
—
$120,809
$34,027
219,082
—
253,109
341
20,626
—
20,967
—
—
—
—
—
—
274,076
—
—
$274,076
$42,836
237,262
—
280,098
385
675
—
—
1,060
—
—
—
—
—
—
—
—
281,158
—
—
$281,158
$27,558
166,935
—
194,493
307
7,515
—
7,822
—
—
—
—
—
—
—
—
202,315
—
—
$202,315
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$792
38,042
—
38,834
40
439
—
156,752
157,231
—
—
—
—
—
—
—
196,065
—
3,337
$199,402
$784
25,195
—
25,979
17
124
—
141
—
—
—
—
—
—
—
—
26,120
—
3,437
$29,557
—
—
—
—
—
—
—
—
35,413
59,485
11,400
(38)
30,471
136,731
136,731
1,277
—
$138,008
—
—
—
—
—
—
—
—
—
51,713
37,500
43,088
44
3,855
(3,532)
56,048
188,716
188,716
1,152
—
$189,868
—
—
—
—
—
—
—
—
14,498
8,426
67,152
19,255
3,099
283
116,027
228,740
228,740
605
—
$229,345
$7,178
62,116
—
69,294
—
—
1,256
1,256
—
—
—
—
—
—
70,550
—
402
$70,952
$11,369
82,276
—
93,645
—
—
1,399
—
1,399
—
—
—
—
—
—
—
—
95,044
—
320
$95,364
$10,260
77,314
—
87,574
—
—
1,160
1,160
—
—
—
—
—
—
—
—
88,734
—
239
$88,973
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(402)
($402)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,657)
($3,657)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,676)
($3,676)
$183,183
515,251
17,216
715,650
22,704
31,454
1,256
55,414
35,413
59,485
11,400
(38)
30,471
136,731
907,795
1,277
—
$909,072
$160,328
564,502
4,671
729,501
19,531
12,546
1,399
156,752
190,228
51,713
37,500
43,088
44
3,855
(3,532)
56,048
188,716
1,108,445
1,152
—
$1,109,597
$143,291
449,178
2,430
594,899
18,932
14,818
1,160
34,910
14,498
8,426
67,152
19,255
3,099
283
116,027
228,740
858,549
605
—
$859,154
(a)
Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales.
91
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our timber sales disaggregated by contract type for the years ended December 31,
Southern
Timber
Pacific
Northwest
Timber
New Zealand
Timber
Timber Funds
Trading
Total
2022, 2021 and 2020:
Year Ended
December 31, 2022
Stumpage Pay-as-Cut ............
Stumpage Lump Sum..............
Total Stumpage................
Delivered Wood (Domestic)....
Delivered Wood (Export).........
Total Delivered .................
$98,967
1,022
99,989
125,136
11,487
136,623
—
7,770
7,770
137,421
11,444
148,865
—
—
—
62,068
191,041
253,109
Total Timber Sales....................
$236,612
$156,635
$253,109
December 31, 2021
Stumpage Pay-as-Cut ............
Stumpage Lump Sum..............
Total Stumpage................
Delivered Wood (Domestic)....
Delivered Wood (Export).........
Total Delivered .................
$68,471
6,890
75,361
81,803
22,656
104,459
—
10,769
10,769
126,335
—
126,335
—
—
—
73,543
206,555
280,098
—
—
—
—
—
—
—
$768
—
768
38,066
—
38,066
—
—
—
2,310
66,984
69,294
$98,967
8,792
107,759
326,935
280,956
607,891
$69,294
$715,650
—
—
—
3,731
89,914
93,645
$69,239
17,659
86,898
323,478
319,125
642,603
Total Timber Sales....................
$179,820
$137,104
$280,098
$38,834
$93,645
$729,501
December 31, 2020
Stumpage Pay-as-Cut ............
Stumpage Lump Sum..............
Total Stumpage................
Delivered Wood (Domestic)....
Delivered Wood (Export).........
Total Delivered .................
$68,684
2,027
70,711
85,996
13,514
99,510
—
8,142
8,142
108,490
—
108,490
—
—
—
62,568
131,925
194,493
$1,731
—
1,731
24,248
—
24,248
—
—
—
1,768
85,806
87,574
$70,415
10,169
80,584
283,070
231,245
514,315
Total Timber Sales....................
$170,221
$116,632
$194,493
$25,979
$87,574
$594,899
4.
TIMBERLAND ACQUISITIONS
In December 2022, we completed the acquisitions of approximately 138,000 acres of high-quality commercial
timberlands located in Texas, Georgia, Alabama, and Louisiana from Manulife Investment Management for
approximately $454.5 million in the aggregate. We funded the acquisitions with incremental borrowings, cash on
hand, and like-kind exchange proceeds. Additionally, in five transactions during 2022, we acquired approximately
2,000 acres of U.S. timberland located in Alabama, Florida, Georgia and Washington for an aggregate value of $3.3
million, which were primarily funded from operating cash flow.
During 2022, we also acquired approximately 1,000 acres of timberland (including approximately 400 acres of
leased land) in New Zealand for approximately $0.7 million. These acquisitions were funded from operating cash
flow.
In 2021, we acquired approximately 100,000 acres of U.S. timberland located in Florida, Georgia and Texas
through seven transactions for an aggregate value of $168.2 million, which were funded from operating cash flow,
proceeds from the sale of the Timber Funds business and use of the Company’s 2020 ATM Program. Additionally,
during 2021, we acquired approximately 3,000 acres of timberland (including approximately 1,000 acres of leased
land) in New Zealand for approximately $10.9 million. These acquisitions were funded from operating cash flow.
92
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table summarizes the timberland acquisitions for the years ended December 31, 2022 and 2021:
Alabama...........................................................................................................
Florida ..............................................................................................................
Georgia ............................................................................................................
Louisiana .........................................................................................................
Texas ...............................................................................................................
Washington......................................................................................................
New Zealand...................................................................................................
Total Acquisitions........................................................................................
2022
2021
Cost
124,020
1,053
130,124
24,373
178,200
26
734
$458,530
Acres
35,995
741
28,514
9,110
65,226
20
1,409
141,015
Cost
—
31,342
38,339
—
98,507
—
10,927
$179,115
Acres
—
24,153
24,776
—
51,568
—
2,676
103,173
5.
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES
Matariki Forestry Group
We maintain a 77% controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a
joint venture that owns or leases approximately 417,000 legal acres of New Zealand timberland. Accordingly, we
consolidate the New Zealand subsidiary’s balance sheet and results of operations. The portions of the consolidated
financial position and results of operations attributable to the New Zealand subsidiary’s 23% noncontrolling interest
are reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income
under the caption “Net (income) loss attributable to noncontrolling interests in consolidated affiliates.” Rayonier New
Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.
The following table sets forth the income attributable to the New Zealand subsidiary’s noncontrolling interests:
Net income attributable to noncontrolling interests in the New Zealand subsidiary
$2,966
$7,696
$4,920
2022
2021
2020
Ferncliff Investors
We maintain an ownership interest in Ferncliff Investors, a real estate joint venture entity. In 2017, Ferncliff
Management and Ferncliff Investors were formed for the purpose of raising capital from third parties to invest in an
unconsolidated real estate joint venture entity, Bainbridge Landing LLC, for the development of a multi-family
community containing apartments and townhouses on a five-acre parcel in Bainbridge Island, Washington. Ferncliff
Management is the manager and 33.33% owner of Ferncliff Investors, with the remaining ownership interest in
Ferncliff Investors held by third-party investors. Ferncliff Investors holds a 50% interest in Bainbridge Landing LLC,
the joint venture entity that owns and is developing the property.
In 2022, Bainbridge Landing, LLC completed the planned sale of its multi-family apartment complex in
Bainbridge Island, Washington for a purchase price of $65.5 million. The equity income related to the apartment
complex sale was $16.0 million, of which $4.5 million was attributable to Rayonier. We recognized the gain on the
sale in our Consolidated Statements of Income and Comprehensive Income under the caption “Other operating
income, net.”
93
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP
Noncontrolling interests in the operating partnership relate to 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:
Beginning noncontrolling interests in the operating partnership
Adjustment of noncontrolling interests in the operating partnership
Conversions of redeemable operating partnership units to common shares
Net income attributable to noncontrolling interests in the operating partnership
Other comprehensive income attributable to noncontrolling interests in the
operating partnership
Distributions to noncontrolling interests in the operating partnership
2022
2021
$133,823
$130,121
(23,155)
(3,925)
2,393
295
(3,668)
42,530
(40,676)
4,516
1,601
(4,269)
Total noncontrolling interests in the operating partnership
$105,763
$133,823
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(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 during the year. Diluted EPS is calculated by dividing
net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating
partnership by the weighted average number of common shares outstanding adjusted to include the potentially
dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units and
noncontrolling interests in operating partnership units.
The following table provides details of the calculations of basic and diluted earnings per common share of the
Company for the three years ended December 31:
2022
2021
2020
Earnings per common share - basic
Numerator:
Net Income....................................................................................................
$122,791
$210,487
$29,784
Less: Net income attributable to noncontrolling interests in the
operating partnership ..................................................................................
Less: Net (income) loss attributable to noncontrolling interests in
consolidated affiliates ..................................................................................
Net income attributable to Rayonier Inc. .................................................
Denominator:
(2,393)
(4,516)
(528)
(13,321)
(53,421)
$107,077
$152,550
7,828
$37,084
Denominator for basic earnings per common share - weighted
average shares.............................................................................................
146,209,847
140,812,882
133,865,867
Basic earnings per common share attributable to Rayonier Inc.:..............
$0.73
$1.08
$0.28
Earnings per common share - diluted
Numerator:
Net Income....................................................................................................
$122,791
$210,487
$29,784
Less: Net (income) loss attributable to noncontrolling interests in
consolidated affiliates ..................................................................................
Net income attributable to Rayonier Inc., before net income
attributable to noncontrolling interests in the operating partnership ...
(13,321)
(53,421)
7,828
$109,470
$157,066
$37,612
Denominator:
Denominator for basic earnings per common share - weighted
average shares.............................................................................................
146,209,847
140,812,882
133,865,867
Add: Dilutive effect of:
Stock options .............................................................................................
Performance shares, restricted shares and restricted stock units ....
5,132
669,501
8,727
416,527
633
198,955
Noncontrolling interests in operating partnership units.......................
3,268,473
4,062,725
2,877,447
Denominator for diluted earnings per common share - adjusted
weighted average shares.................................................................................
150,152,953
145,300,861
136,942,902
Diluted earnings per common share attributable to Rayonier Inc.: ...........
$0.73
$1.08
$0.27
Anti-dilutive shares excluded from computations of diluted earnings per
share:
Stock options, performance shares, restricted shares and
restricted stock units .................................................................................
103,514
149,705
450,551
2022
2021
2020
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(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 during the year. Diluted EPU is calculated by dividing net income
available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include
the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted
shares and restricted stock units.
The following table provides details of the calculations of basic and diluted earnings per unit of the Operating
Partnership for the three years ended December 31:
2022
2021
2020
Earnings per unit - basic
Numerator:
Net Income....................................................................................................
$122,791
$210,487
$29,784
Less: Net (income) loss attributable to noncontrolling interests in
consolidated affiliates ..................................................................................
Net income available to unitholders..........................................................
(13,321)
(53,421)
$109,470
$157,066
7,828
$37,612
Denominator:
Denominator for basic earnings per unit - weighted average units......
149,478,320
144,875,607
136,743,314
Basic earnings per unit attributable to Rayonier, L.P.:.................................
$0.73
$1.08
$0.28
Earnings per unit - diluted
Numerator:
Net Income....................................................................................................
$122,791
$210,487
$29,784
Less: Net (income) loss attributable to noncontrolling interests in
consolidated affiliates ..................................................................................
Net income available to unitholders..........................................................
(13,321)
$109,470
(53,421)
$157,066
7,828
$37,612
Denominator:
Denominator for basic earnings per unit - weighted average units......
149,478,320
144,875,607
136,743,314
Add: Dilutive effect of unit equivalents:
Stock options .............................................................................................
Performance shares, restricted shares and restricted stock units ....
5,132
669,501
8,727
416,527
633
198,955
Denominator for diluted earnings per unit - adjusted weighted average
units .....................................................................................................................
150,152,953
145,300,861
136,942,902
Diluted earnings per unit attributable to Rayonier, L.P. ...............................
$0.73
$1.08
$0.27
Anti-dilutive unit equivalents excluded from computations of diluted
earnings per unit:
Stock options, performance shares, restricted shares and
restricted stock units .................................................................................
103,514
149,705
450,551
2022
2021
2020
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
7.
DEBT
Our debt consisted of the following at December 31, 2022 and 2021:
Debt:.........................................................................................................................................................
Senior Notes due 2031 at a fixed interest rate of 2.75%...............................................................
$450,000
$450,000
2022
2021
2015 Term Loan Facility borrowings due 2028 at a variable interest rate of 5.4% at
December 31, 2022.............................................................................................................................
2022 Incremental Term Loan Facility borrowings due 2027 at a variable interest rate of
5.21% at December 31, 2022............................................................................................................
2016 Incremental Term Loan Facility borrowings due 2026 at a variable interest rate of
5.54% at December 31, 2022............................................................................................................
2021 Incremental Term Loan Facility borrowings due 2029 at a variable interest rate of
5.35% at December 31, 2022............................................................................................................
New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed
interest rate of 3.64%..........................................................................................................................
New Zealand subsidiary noncontrolling interest shareholder loan due 2027 at a fixed
interest rate of 6.48%..........................................................................................................................
New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed
interest rate of 2.95%..........................................................................................................................
Senior Notes due 2022 at a fixed interest rate of 3.75%...............................................................
350,000
350,000
250,000
—
200,000
200,000
200,000
—
25,586
27,519
25,586
21,931
—
—
23,588
325,000
Total principal debt...............................................................................................................................
1,523,103
1,376,107
Less: Unamortized discounts.............................................................................................................
(3,104)
(3,426)
Less: Current maturities of long-term debt ......................................................................................
—
(124,965)
Less: Deferred financing costs ..........................................................................................................
(5,278)
(4,897)
Total long-term debt.............................................................................................................................
$1,514,721
$1,242,819
Principal payments due during the next five years and thereafter are as follows:
2023 .............................................................................................................................................................................
2024 .............................................................................................................................................................................
2025 .............................................................................................................................................................................
2026 .............................................................................................................................................................................
2027 .............................................................................................................................................................................
Thereafter....................................................................................................................................................................
Total debt.....................................................................................................................................................................
—
—
21,931
225,586
275,586
1,000,000
$1,523,103
2.75% SENIOR NOTES ISSUED MAY 2021
In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031, guaranteed by certain
subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. The Senior Notes due
2031 were sold at an issue price of 99.195% of their face value, before underwriters discount. Our net proceeds
after deducting approximately $3.9 million of underwriting discounts and expenses, were approximately
$442.5 million. The discount and debt issuance costs are being amortized to interest expense over the term of the
notes using the effective interest method.
TERM CREDIT AGREEMENTS
We have entered into several credit agreements with CoBank, ACB, as administrative agent, and a syndicate of
Farm Credit Institutions. Our various term credit facilities issued through the Farm Credit System provide for annual
patronage payments, which are profit distributions made by the cooperative to its member-users based on the
quantity or value of business done with the member-user.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
In December 2022, we amended all of our term credit agreements to convert the interest rate benchmark from
LIBOR to Daily Simple SOFR plus a credit spread adjustment. While all of our term credit facilities provide for
variable interest rates based on a spread over Daily Simple SOFR, we have entered into multiple interest rate swap
agreements to fix portions of our variable rate exposure. For each credit facility described below, we provide our
estimated effective interest rate after consideration of estimated patronage payments and interest rate swaps.
2015 TERM LOAN AGREEMENT
In August 2015, we entered into a credit agreement with CoBank, ACB, as administrative agent, and a syndicate
of Farm Credit institutions and other commercial banks to provide $550 million of credit facilities, including a nine-
year $350 million term loan facility (“2015 Term Loan Facility”). The periodic interest rate on the 2015 Term Loan
Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement. As of
December 31, 2022, the periodic interest rate on the 2015 Term Loan Facility was Daily Simple SOFR plus 1.6%
plus a credit spread adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity.
We estimate the effective interest rate on this term loan facility to be approximately 3.0% after consideration of the
interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps, see
Note 8 — Derivative Financial Instruments and Hedging Activities.
2022 INCREMENTAL TERM LOAN AGREEMENT
In December 2022, we entered into an Incremental Term Loan Agreement to provide a five-year $250 million
senior unsecured incremental term loan facility (“2022 Incremental Term Loan Facility”). The proceeds from the
2022 Incremental Term Loan Facility were used to partially fund our acquisition of high-quality commercial
timberlands located in Texas, Georgia, Alabama and Louisiana for an aggregate purchase price of approximately
$454.5 million, after customary purchase price adjustments at closing. The periodic interest rate on the 2022
Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental
Term Loan Agreement. As of December 31, 2022, the periodic interest rate on the 2022 Incremental Term Loan
Facility was Daily Simple SOFR plus 1.6% plus a credit spread adjustment of 0.1%. Monthly payments of interest
only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be
approximately 4.9% after consideration of interest rate swaps and estimated patronage refunds. For additional
information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities.
2016 INCREMENTAL TERM LOAN AGREEMENT
In April 2016, we entered into an Incremental Term Loan Agreement to provide a 10-year, $300 million term loan
facility (“2016 Incremental Term Loan Facility”) of which $100 million was subsequently repaid. The periodic interest
rate on the 2016 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined
in the Incremental Term Loan Agreement. As of December 31, 2022, the periodic interest rate on the $200 million
2016 Incremental Term Loan Facility was Daily Simple SOFR plus 1.65% plus a credit spread adjustment of 0.1%.
Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on
this term loan facility to be approximately 2.4% after consideration of interest rate swaps and estimated patronage
payments. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and
Hedging Activities.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
2021 INCREMENTAL TERM LOAN AGREEMENT
In June 2021, we entered into an Incremental Term Loan Agreement, which provided us the ability to make an
advance of $200 million on or before June 1, 2022. In January 2022, we made a $200 million draw on our 2021
Incremental Term Loan Facility. Proceeds from the 2021 Incremental Term Loan Facility were used to repay the
outstanding principal on our Revolving Credit Facility, which was used to fund the repayment of the Senior Notes
due 2022. The periodic interest rate on the 2021 Incremental Term Loan Facility is subject to a pricing grid based on
our leverage ratio, as defined in the Incremental Term Loan Agreement. As of December 31, 2022, the periodic
interest rate on the 2021 Incremental Term Loan Facility was Daily Simple SOFR plus 1.55% plus a credit spread
adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity. We estimate the
effective interest rate on this term loan facility to be approximately 1.5% after consideration of interest rate swaps
and estimated patronage refunds. For additional information on our interest rate swaps, see Note 8 — Derivative
Financial Instruments and Hedging Activities.
REVOLVING CREDIT FACILITY
In December 2022, we amended the $300 million Revolving Credit Facility to convert the interest rate
benchmark from LIBOR to Daily Simple SOFR plus a credit spread adjustment. The periodic interest rate on the
Revolving Credit Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit
Agreement. As of December 31, 2022, the periodic interest rate on the Revolving Credit Facility was Daily Simple
SOFR plus 1.25% plus a credit spread adjustment of 0.1%, with an unused commitment fee of 0.175%. Monthly
payments of interest only are due on this loan through maturity. See Note 23 — Other Assets for additional
information about deferred financing costs related to revolving debt.
During the year ended December 31, 2022, we made borrowings and repayments of $200 million. At
December 31, 2022, we had available borrowings of $296.2 million, net of $3.8 million to secure our outstanding
letters of credit.
3.75% SENIOR NOTES ISSUED MARCH 2012
In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022. In January 2022, we repaid
the $325 million outstanding on the Senior Notes due 2022.
NEW ZEALAND SUBSIDIARY DEBT
WORKING CAPITAL FACILITY
In June 2022, the New Zealand subsidiary renewed its NZ$20 million working capital facility for an additional 12-
month term. The facility is available for short-term operating cash flow needs of the New Zealand subsidiary. This
facility holds a variable interest rate indexed to the 90-day New Zealand Bank Bill rate (“BKBM”). The margins are
set for the term of the facility. During the year ended December 31, 2022, the New Zealand subsidiary made
borrowings and repayments of $7.1 million, net of changes in exchange rates, on its working capital facility. At
December 31, 2022, there was no outstanding balance on the facility.
SHAREHOLDER LOANS
The New Zealand subsidiary periodically makes capital distributions to its partners on a pro rata basis to redeem
certain equity interests, which are reinvested by the partners into shareholder loans to the New Zealand subsidiary.
Our capital distribution and portion of the shareholder loan are eliminated in consolidation. The capital distribution to
the minority shareholder and its reinvestment in the shareholder loan results in the recording of a loan payable by
the New Zealand subsidiary. Except for changes in the New Zealand foreign exchange rate, there have been no
adjustments to the carrying value of the shareholder loan since its inception. See Note 5 — Noncontrolling Interests
for more information regarding the New Zealand subsidiary.
SHAREHOLDER LOAN DUE 2026
In July 2021, the New Zealand subsidiary recorded of a loan payable in the amount of $28.1 million due in 2026
at a fixed interest rate of 3.64%. As of December 31, 2022, the outstanding balance is $25.6 million.
SHAREHOLDER LOAN DUE 2027
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
In April 2022, the New Zealand subsidiary recorded a loan payable in the amount of $27.9 million due in 2027 at
a fixed interest rate of 6.48%. As of December 31, 2022, the outstanding balance is $25.6 million.
SHAREHOLDER LOAN DUE 2025
In September 2020, the New Zealand subsidiary recorded a loan payable in the amount of $23.3 million due in
2025 at a fixed interest rate of 2.95%. As of December 31, 2022, the outstanding balance is $21.9 million.
DEBT COVENANTS
In connection with our Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan
Agreement, 2022 Incremental Term Loan Agreement and Revolving Credit Facility, customary covenants must be
met, the most significant of which include interest coverage and leverage ratios.
The covenants listed below, which are the most significant financial covenants in effect as of December 31,
2022, are calculated on a trailing 12-month basis:
Covenant EBITDA to consolidated interest expense should not be less than ..
Covenant debt to covenant net worth plus covenant debt shall not exceed .....
2.5 to 1
9.9 to 1
65%
45%
7.4
20%
Covenant
Requirement
Actual
Ratio
Favorable
In addition to these financial covenants listed above, the Senior Notes due 2031, Term Credit Agreement,
Incremental Term Loan Agreement, 2021 Incremental Term Loan Facility, 2022 Incremental Term Loan Facility, and
Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets,
among others. At December 31, 2022, we were in compliance with all applicable covenants.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
8.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
We are exposed to market risk related to potential fluctuations in foreign currency exchange rates and interest
rates. We use derivative financial instruments to mitigate the financial impact of exposure to these risks.
Accounting for derivative financial instruments is governed by ASC Topic 815, Derivatives and Hedging, (“ASC
815”). In accordance with ASC 815, we record our derivative instruments at fair value as either assets or liabilities in
the Consolidated Balance Sheets. Changes in the instruments’ fair value are accounted for based on their intended
use. Gains and losses on derivatives that are designated and qualify for cash flow hedge accounting are recorded
as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the
hedged transaction materializes. Gains and losses on derivatives that are designated and qualify for net investment
hedge accounting are recorded as a component of AOCI and will not be reclassified into earnings until the
investment is partially or completely liquidated. The changes in the fair value of derivatives not designated as
hedging instruments and those which are no longer effective as hedging instruments, are recognized immediately in
earnings.
FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS
Our New Zealand subsidiary’s domestic sales and operating expenses are predominately denominated in New
Zealand dollars, while its export sales, shareholder distributions and ocean freight payments are predominately
denominated in U.S. dollars. To the extent New Zealand dollar costs exceed New Zealand dollar revenues (the
“foreign exchange exposure”), the New Zealand subsidiary manages the foreign exchange exposure through the
use of derivative financial instruments. It typically hedges a portion of export sales receipts to cover 50% to 90% of
the projected foreign exchange exposure for the following 12 months, up to 75% for the forward 12 to 18 months
and up to 50% for the forward 18 to 24 months. Additionally, it will occasionally hedge export sales receipts to cover
up to 50% of the foreign exchange exposure for the forward 24 to 48 months when the New Zealand dollar is at a
cyclical low versus the U.S. dollar. The New Zealand subsidiary’s trading operations typically hedge a portion of
export sales receipts to cover the projected foreign exchange exposure for the following three months. As of
December 31, 2022, foreign currency exchange contracts and foreign currency option contracts had maturity dates
through September 2025 and October 2025, respectively.
Foreign currency exchange and option contracts hedging foreign currency risk qualify for cash flow hedge
accounting. We may de-designate these cash flow hedge relationships in advance or at the occurrence of the
forecasted transaction. The portion of gains or losses on the derivative instrument previously accumulated in other
comprehensive income for de-designated hedges remains in accumulated other comprehensive income until the
forecasted transaction affects earnings. Changes in the value of derivative instruments after de-designation are
recorded in earnings.
INTEREST RATE PRODUCTS
We are exposed to cash flow interest rate risk on our variable-rate debt. We use variable-to-fixed interest rate
swaps and forward-starting interest rate swap agreements to hedge this exposure. For these derivative instruments,
we report the gains/losses from the fluctuations in the fair market value of the hedges in AOCI and reclassify them
to earnings as interest expense in the same period in which the hedged interest payments affect earnings.
To the extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item
continues to exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in AOCI
and is amortized using the straight-line method through interest expense over the remaining life of the hedged item.
To the extent the associated hedged item is no longer effective, the gain or loss is reclassified out of AOCI to
earnings immediately.
In November 2022, we entered into a new $100 million forward-starting interest rate swap agreement,
benchmarked to the Secured Overnight Financing Rate (“SOFR”), in anticipation of the new $250 million
incremental term loan, which closed in December 2022. See Note 7 — Debt for additional information.
In December 2022, through a fifth amendment to the Incremental Term Loan Agreement with our primary lender,
we converted all our outstanding London Inter-Bank Offered Rate (“LIBOR”) indexed term loans, in the aggregate
principal amount of $750 million, to SOFR indexed rates. In conjunction with amending our Term Loan Agreement,
we also concurrently modified the benchmark rate from LIBOR to Daily Simple SOFR in our active interest rate
swap agreements with a total notional amount of $750 million. The conversion of these debt and interest rate swap
instruments did not have a material impact on our financial position or operating results.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
As of December 31, 2022, our forward-starting interest rate swap agreements with a total notional amount of
$150 million continue to use LIBOR as the interest rate benchmark.
INTEREST RATE SWAPS
The following table contains information on the outstanding interest rate swaps as of December 31, 2022:
Outstanding Interest Rate Swaps (a)
Date Entered Into
Term
Notional
Amount
Related Debt Facility
Fixed Rate
of Swap
Bank Margin
on Debt (b)
Total Effective
Interest Rate (c)
August 2015
9 years $170,000
Term Credit Agreement
August 2015
9 years
180,000
Term Credit Agreement
April 2016
10 years 100,000
Incremental Term Loan
April 2016
10 years 100,000
Incremental Term Loan
May 2021 (d)
7 years
200,000 2021 Incremental Term Loan Facility
December 2022 (e) 5 years
100,000 2022 Incremental Term Loan Facility
2.10%
2.26%
1.50%
1.51%
0.67%
3.72%
1.70%
1.70%
1.75%
1.75%
1.65%
1.70%
3.80%
3.96%
3.25%
3.26%
2.32%
5.42%
(a) All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
(b) Includes the SOFR Credit Spread Adjustment component allotted to banks during the transition from LIBOR period.
(c) Rate is before estimated patronage payments.
(d) On February 1, 2022, our $200 million notional forward-starting interest rate swap matured into an active interest rate swap. See Note 7 -
Debt for additional information.
(e) On December 1, 2022 our $100 million notional forward-starting interest rate swap matured into an active interest rate swap. See Note 7 -
Debt for additional information.
FORWARD-STARTING INTEREST RATE SWAPS
The following table contains information on the outstanding forward-starting interest rate swaps as of
December 31, 2022:
Outstanding Forward-Starting Interest Rate Swaps (a)
Date Entered Into
Term
Notional Fixed Rate
Amount
of Swap
Related Debt Facility
Forward Date
Maximum Period
Ending for
Forecasted
Issuance Date
April 2020
4 years
$100,000
May 2020
4 years
50,000
0.88%
0.74%
Term Credit Agreement
August 2024
Term Credit Agreement
August 2024
N/A
N/A
(a) All forward-starting interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
CARBON OPTIONS
The New Zealand subsidiary enters into carbon options from time to time to sell carbon assets. Changes in fair
value of the carbon option contracts are recorded in “Interest and other miscellaneous income, net” as the contracts
do not qualify for hedge accounting treatment. As of December 31, 2022, all existing carbon option contracts have
expired.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of
Income and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020.
Location on Statement of Income and
Comprehensive Income
2022
2021
2020
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts ...................... Other comprehensive income (loss)
$5,093
($10,939)
$7,699
Foreign currency option contracts............................. Other comprehensive income (loss)
Other operating income, net
610
—
(2,733)
1,181
1,177
30
Interest rate products................................................... Other comprehensive income (loss)
75,006
52,478
(76,567)
Other operating income, net
(7,682)
2,974
(2,323)
Interest expense, net
2,459
14,694
10,769
Derivatives not designated as hedging
instruments:
Carbon options.......................................................... income, net
Interest and other miscellaneous
—
—
$563
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 $19.7 million. The following table contains details of the amounts expected to be
reclassified into earnings:
Amount expected to be reclassified
into earnings in next 12 months
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts...................................................................................
Foreign currency option contracts .........................................................................................
Interest rate products...............................................................................................................
Total estimated gain on derivatives contracts
($3,909)
(203)
23,810
$19,698
The following table contains the notional amounts of the derivative financial instruments recorded in the
Consolidated Balance Sheets at December 31, 2022 and 2021:
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts .......................................................................................
$138,250
$149,250
Foreign currency option contracts..............................................................................................
Interest rate swaps .......................................................................................................................
Forward-starting interest rate swaps
78,000
850,000
150,000
14,000
550,000
350,000
Notional Amount
2022
2021
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table contains the fair values of the derivative financial instruments recorded in the Consolidated
Balance Sheets at December 31, 2022 and 2021. Changes in balances of derivative financial instruments are
recorded as operating activities in the Consolidated Statements of Cash Flows:
Location on Balance Sheet
2022
2021
Fair Value Assets (Liabilities) (a)
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts .......................... Other current assets
Other assets
Other current liabilities
Other non-current liabilities
Foreign currency option contracts................................. Other current assets
Other assets
Other current liabilities
Other non-current liabilities
Interest rate swaps .......................................................... Other assets
Forward-starting interest rate swaps ............................ Other assets
Other non-current liabilities
Total derivative contracts:
Other current assets .....................................................................................................................
Other assets...................................................................................................................................
Total derivative assets ............................................................................................................
Other current liabilities..................................................................................................................
Other non-current liabilities..........................................................................................................
Total derivative liabilities.........................................................................................................
$25
1,303
(5,457)
(410)
66
2,131
(347)
(1,281)
60,843
(51)
11,939
$91
76,216
$76,307
(5,804)
(1,742)
($7,546)
$721
86
(2,061)
(694)
—
228
—
(270)
—
(15,582)
11,482
$721
11,796
$12,517
(2,061)
(16,546)
($18,607)
(a) See Note 9 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair
value hierarchy.
OFFSETTING DERIVATIVES
Derivative financial instruments are presented at their gross fair values in the Consolidated Balance Sheets. Our
derivative financial instruments are not subject to master netting arrangements, which would allow the right of offset.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(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 at
December 31, 2022 and 2021, using market information and what we believe to be appropriate valuation
methodologies under GAAP:
December 31, 2022
December 31, 2021
Asset (Liability) (a)
Carrying
Amount
Fair Value
Level 1
Level 2
Carrying
Amount
Fair Value
Level 1
Level 2
Cash and cash equivalents, excluding
Timber Funds ......................................................
Cash and cash equivalents, Timber Funds ....
Restricted cash, Timber Funds (b)...................
$114,255
$114,255
—
—
—
—
Restricted cash, excluding Timber Funds (c).
1,152
1,152
Current maturities of long-term debt (d)..........
—
Long-term debt (d).............................................. (1,514,721)
Interest rate swaps (e) .......................................
60,792
Forward-starting interest rate swaps (e) .........
Foreign currency exchange contracts (e) .......
Foreign currency option contracts (e)..............
Noncontrolling interests in the operating
partnership (f)......................................................
11,939
(4,539)
569
$358,680
$358,680
—
—
—
—
—
3,493
6,341
625
(124,965)
3,493
6,341
625
—
—
—
—
—
—
—
—
—
—
(1,438,736)
(1,242,819)
60,792
11,939
(4,539)
569
(15,582)
11,482
(1,948)
(42)
—
—
—
—
—
—
(125,288)
(1,245,148)
(15,582)
11,482
(1,948)
(42)
105,763
105,763
—
133,823
133,823
—
(a) We did not have Level 3 assets or liabilities at December 31, 2022 and 2021.
(b) Restricted cash, Timber Funds represents the portion of proceeds from Fund II Timberland Dispositions required to be distributed to
noncontrolling interests. See Note 21 - Restricted Cash for additional information.
(c) Restricted cash, excluding Timber Funds represents proceeds from like-kind exchange sales deposited with a third-party intermediary and
cash held in escrow. See Note 21 - Restricted Cash for additional information.
(d) 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.
(e) See Note 8 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets
classification of our derivative financial instruments.
(f) Noncontrolling interests in the operating partnership is neither an asset nor liability and is classified as temporary equity in the Company’s
Consolidated Balance Sheets. This relates to the ownership of Rayonier, L.P. units by various individuals and entities other than the
Company. See Note 5 — Noncontrolling Interests for additional information.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
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 based upon quoted market prices for debt with similar terms and
maturities. The variable rate debt adjusts with changes in the market rate, therefore the carrying value
approximates fair value.
Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the
expected future cash flows, for each instrument, at prevailing interest rates.
Foreign currency exchange contracts — The fair value of foreign currency exchange contracts is determined by a
mark-to-market valuation, which estimates fair value by discounting the difference between the contracted forward
price and the current forward price for the residual maturity of the contract using a risk-free interest rate.
Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-
market calculation using the Black-Scholes option pricing model.
Noncontrolling interests in the operating partnership — The fair value of noncontrolling interests in the operating
partnership is determined based on the period-end closing price of Rayonier Inc. common shares.
10.
COMMITMENTS
At December 31, 2022, the future minimum payments under non-cancellable commitments were as follows:
2023 ...........................................................................
2024 ...........................................................................
2025 ...........................................................................
2026 ...........................................................................
2027 ...........................................................................
Thereafter..................................................................
Environmental
Remediation (a)
$1,175
9,775
392
842
581
2,828
$15,593
Development
Projects (b)
$26,996
911
267
267
267
3,506
$32,214
Commitments (c)
$6,301
955
114
2
2
—
$7,374
Total
$34,472
11,641
773
1,111
850
6,334
$55,181
(a) Environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource
Damages (NRD) in Port Gamble, Washington. See Note 12 - Environmental and Natural Resource Damage Liabilities for additional
information.
(b) Primarily consisting of payments expected to be made on our Wildlight and Heartwood development projects.
(c) Commitments include payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations.
11.
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.
12.
ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
Various federal and state environmental laws in the states in which we operate place cleanup or restoration
liability on the current and former owners of affected real estate. These laws are often a source of “strict liability,”
meaning that an owner or operator need not necessarily have caused, or even been aware of, the release of
contaminated materials. Similarly, there are certain environmental laws that allow state, federal, and tribal trustees
(collectively, the “Trustees”) to bring suit against property owners to recover damage for injuries to natural
resources. Like the liability that attaches to current property owners in the cleanup context, liability for natural
resource damages (“NRD”) can attach to a property simply because an injury to natural resources resulted from
releases of contaminated materials on the owner’s property, regardless of culpability for the release.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Changes in environmental and NRD liabilities from December 31, 2021 to December 31, 2022 are shown
below:
Non-current portion at December 31, 2021
Plus: Current portion
Total Balance at December 31, 2021
Expenditures charged to liabilities
Increase in liabilities (a)
Total Balance at December 31, 2022
Less: Current portion
Non-current portion at December 31, 2022
Port Gamble, WA
$10,110
695
10,805
(812)
5,600
15,593
(1,175)
$14,418
(a)
Increase in liabilities includes $4.9 million related to revised environmental and NRD cost estimates recorded in the fourth quarter of 2022.
We periodically examine whether the contingent liabilities related to the environmental matters described above
are probable and reasonably estimable based on experience and ongoing developments in those matters, including
continued study and analysis of ongoing remediation obligations. During the three months ended December 31,
2022, with the assistance of independent environmental consultants and taking into consideration inflation,
investigation and remediation actions previously completed, new information available during the period and
ongoing discussions with the Trustees, we completed a comprehensive long-term analysis and cost assessment
related to our ongoing environmental remediation and NRD obligations. As a result of this analysis, we increased
the accrual for environmental and NRD liabilities by $4.9 million, which are recorded on an undiscounted basis. We
expect to pay the amounts recorded over an estimated period of up to 20 years.
It is expected that the upland millsite cleanup and NRD restoration will occur over the next one to two years,
while the monitoring of the Port Gamble Bay, mill site and landfills will continue for an additional 15 to 20 years.
NRD costs are subject to change as the scope of the restoration projects become more clearly defined. It is
reasonably possible that these components of the liability may increase as the project progresses. 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. For further
information on the timing and amount of future payments related to our environmental remediation liabilities, see
Note 10 - Commitments.
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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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
13.
GUARANTEES
We provide financial guarantees as required by creditors, insurance programs, and various governmental
agencies. As of December 31, 2022, the following financial guarantees were outstanding:
Financial Commitments (a)
Standby letters of credit (b) ....................................................................................................................
Surety bonds (c).......................................................................................................................................
Total financial commitments ...................................................................................................................
Maximum Potential
Payment
$3,779
22,866
$26,645
(a) We have not recorded any liabilities for these financial commitments in the Consolidated Balance Sheets. The guarantees are not subject to
measurement, as the guarantees are dependent on our own performance.
(b) Approximately $2.9 million of the standby letters of credit serve as credit support for real estate construction at the Company’s Wildlight
development project. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation. These
letters of credit will expire at various dates during 2023 and will be renewed as required.
(c) Surety bonds are issued primarily to secure performance obligations related to various operational activities, to provide collateral for our
Wildlight development project in Nassau County, Florida and our Heartwood development project in Richmond Hill, Georgia. These surety
bonds expire at various dates during 2023, 2024 and 2025 and are expected to be renewed as required.
108
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
14.
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,
2021 to December 31, 2022 are shown below:
Non-current portion at December 31, 2021
Plus: Current portion (a)
Total Balance at December 31, 2021
Non-cash cost of land and improved development
Amortization of parcel real estate development investments
Timber depletion from harvesting activities and basis of timber sold in real
estate sales
Capitalized real estate development investments (b)
Capital expenditures (silviculture)
Intersegment transfers
Total Balance at December 31, 2022
Less: Current portion (a)
Higher and Better Use Timberlands and Real
Estate Development Investments
Land and
Timber
Development
Investments
Total
$87,910
$18,968
$106,878
718
88,628
(1,683)
—
(1,210)
—
246
5,801
91,782
(408)
24,022
42,990
(16,705)
(7,437)
—
22,376
—
—
41,224
(17,501)
24,740
131,618
(18,388)
(7,437)
(1,210)
22,376
246
5,801
133,006
(17,909)
Non-current portion at December 31, 2022
$91,374
$23,723
$115,097
(a) The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 15
— Inventory for additional information.
(b) Capitalized real estate development investments includes $0.8 million of capitalized interest and $8.7 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.
15.
INVENTORY
As of December 31, 2022 and 2021, our inventory consisted entirely of finished goods, as follows:
Finished goods inventory
Real estate inventory (a) ............................................................................................
Log inventory................................................................................................................
Carbon unit inventory (b)............................................................................................
Total inventory .........................................................................................................
$17,909
5,347
473
$23,729
$24,740
3,783
—
$28,523
2022
2021
(a) Represents the cost of HBU real estate (including capitalized development investments) under contract to be sold as well as the cost of
HBU real estate deferred until post-closing obligations are satisfied. See Note 14 — Higher and Better Use Timberlands and Real Estate
Development Investments for additional information.
(b) Represents the basis in New Zealand carbon units intended to be sold in the next 12 months. See Note 1 — Summary of Significant
Accounting Policies and Note 23 — Other Assets for additional information on carbon credits.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
16.
LEASES
TIMBERLAND LEASES
U.S. timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in
some cases. New Zealand timberland lease terms typically range between 30 and 99 years. New Zealand lease
arrangements generally consist of Crown Forest Licenses (“CFLs”), forestry rights and land leases. A CFL is a
license arrangement to use government or privately owned lands to operate a commercial forest. CFLs generally
extend indefinitely and may only be terminated upon a 35-year termination notice. If no termination notice is given,
the CFLs renew automatically each year for a one-year term. Alternatively, some CFLs extend for a specific term.
Once a CFL is terminated, we may be able to obtain a forestry right from the subsequent owner. A forestry right is a
license arrangement with a private entity to use their lands to operate a commercial forest. Forestry rights terminate
either upon the issuance of a termination notice (which can last 35 to 45 years), completion of harvest, or a
specified termination date.
As of December 31, 2022, the New Zealand subsidiary has three CFLs comprising 11,000 gross acres or 9,000
net plantable acres under termination notice that are being relinquished as harvest activities are concluded, as well
as two fixed-term CFLs comprising 3,000 gross acres or 2,000 net plantable acres expiring in 2062. Additionally, the
New Zealand subsidiary has two forestry rights comprising 31,000 gross acres or 5,000 net plantable acres under
termination notice that are being relinquished as harvest activities are concluded.
OTHER NON-TIMBERLAND LEASES
In addition to timberland holdings, we lease properties for certain office locations. Significant leased properties
include a regional office in Lufkin, Texas; a Pacific Northwest Timber office in Hoquiam, Washington and a New
Zealand Timber and Trading headquarters in Auckland, New Zealand.
LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION
The following table details our undiscounted lease obligations as of December 31, 2022 by type of lease and
year of expiration:
Lease obligations
Total
2023
2024
2025
2026
2027
Thereafter
Operating lease liabilities
$195,213
$9,234
$9,020
$8,144
$7,414
$7,317
$154,084
Total Undiscounted Cash Flows
$195,213
$9,234
$9,020
$8,144
$7,414
$7,317
$154,084
Year of Expiration
Imputed interest
Balance at December 31, 2022
Less: Current portion
(98,067)
$97,146
(8,390)
Non-current portion at December 31, 2022
$88,756
The following table details components of our lease cost for the years ended December 31, 2022, 2021, and
2020:
Lease Cost Components
Operating lease cost
Variable lease cost (a)
Total lease cost (b)
Year Ended December 31,
2022
2021
2020
$9,332
757
$10,089
$10,166
196
$10,362
$9,647
230
$9,877
(a) The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or
market rates.
(b) Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases are
expensed on a straight line basis over the lease term. Short-term lease expense was not material for the year ended December 31, 2022.
110
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table details components of our lease cost for the years ended December 31, 2022, 2021 and
2020:
Supplemental Cash Flow Information Related to Leases:
2022
2021
2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Investing cash flows from operating leases
Total cash flows from operating leases
$2,571
6,761
$9,332
$2,389
7,777
$10,166
$2,127
7,520
$9,647
Year Ended December 31,
Weighted-average remaining lease term in years - operating leases
Weighted-average discount rate - operating leases
30
5%
29
5%
29
5%
We apply the following practical expedients as allowed under ASC 842:
Practical Expedient
Short-term leases
Separation of lease and non-lease
components
Description
We do not record right-of-use assets or liabilities for short-term leases (a lease that
at commencement date has a lease term of 12 months or less and does not contain
a purchase option that is reasonably certain to be exercised).
We do not separate non-lease components from the associated lease components if
they have the same timing and pattern of transfer and, if accounted for separately,
would both be classified as an operating lease.
17.
OTHER OPERATING INCOME (EXPENSE), NET
The following table provides the composition of Other operating income (expense), net for the three years
ended December 31:
(Loss) gain on foreign currency remeasurement, net of cash flow hedges ........
Gain on sale or disposal of property plant & equipment ........................................
Gain on investment in Timber Funds (a)...................................................................
Log trading marketing fees..........................................................................................
Cost related to the merger with Pope Resources (b)..............................................
Equity income (loss) related to Bainbridge Landing LLC joint venture (c) ..........
Miscellaneous expense, net........................................................................................
Total .........................................................................................................................
2022
2021
($5,251)
40
—
—
—
15,477
(562)
$6,823
75
7,482
6
—
102
(404)
$9,704
$14,084
2020
($3,503)
121
—
56
(17,166)
(721)
(472)
($21,685)
(a) Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV)
previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.
(b) Includes legal, accounting, due diligence, consulting and other costs related to the merger with Pope Resources.
(c) The year ended December 31, 2022 includes $16.0 million equity income from the sale of a multi-family apartment complex in Bainbridge
Island, Washington. As the equity investment was co-owned with outside investors, $4.5 million of the equity income was attributable to
Rayonier. See Note 5 - Noncontrolling Interests for additional information.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
18.
EMPLOYEE BENEFIT PLANS
DEFINED BENEFIT PLANS
We have one qualified non-contributory defined benefit pension plan covering a portion of its employees and an
unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans. We
closed enrollment in the pension plans to salaried employees hired after December 31, 2005. Effective December
31, 2016, we froze benefits for all employees participating in the pension plan. In lieu of the pension plan, we provide
those employees with an enhanced 401(k) plan match similar to what is currently provided to employees hired after
December 31, 2005. Employee benefit plan liabilities are calculated using actuarial estimates and management
assumptions. These estimates are based on historical information, along with certain assumptions about future
events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.
In December 2022, the Rayonier Board of Directors approved the resolution to terminate the Defined Benefit
Plan. Impacted parties were notified on or before December 28, 2022 of the termination and alternative distribution
options. The plan is expected to be terminated in the first quarter of 2023. In conjunction with the termination of the
Defined Benefit Plan, we also plan to terminate the unfunded plan and distribute all benefits in accordance with
Section 409A of the Code. We expect to recognize pre-tax non-cash pension settlement charges related to the
actuarial losses currently in AOCI, upon settlement of the obligations of the Defined Benefit Plan. These charges are
currently expected to occur in 2023, with the specific timing and final amounts dependent upon several factors.
The following tables set forth the change in the projected benefit obligation and plan assets and reconcile the
funded status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement
benefit plans for the two years ended December 31:
Pension
2022
2021
Postretirement
2021
2022
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year........................ $93,799 $100,469
Service cost ......................................................................................
—
Interest cost ......................................................................................
2,228
Actuarial gain....................................................................................
(5,112)
Benefits paid .....................................................................................
(3,519)
Expenses paid..................................................................................
(267)
$93,799
—
2,434
(22,376)
(3,609)
(186)
Projected benefit obligation at end of year ........................... $70,062
$1,890
7
51
(513)
(14)
—
$1,421
$1,886
8
45
(35)
(14)
—
$1,890
Change in Plan Assets
Fair value of plan assets at beginning of year............................. $85,079
Actual return on plan assets...........................................................
(18,527)
Employer contributions ...................................................................
86
Benefits paid .....................................................................................
(3,609)
Other expense..................................................................................
(186)
Fair value of plan assets at end of year ............................ $62,843
$78,883
9,896
86
(3,519)
(267)
$85,079
—
—
14
(14)
—
—
—
—
14
(14)
—
—
Funded Status at End of Year:
Net accrued benefit cost .................................................................
($7,219)
($8,720)
($1,421)
($1,890)
Amounts Recognized in the Consolidated
Balance Sheets Consist of:
Current liabilities...............................................................................
Noncurrent liabilities ........................................................................
Net amount recognized ........................................................
($86)
(7,133)
($7,219)
($86)
(8,634)
($8,720)
($50)
(1,371)
($1,421)
($46)
(1,844)
($1,890)
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following
table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years
ended December 31:
Projected benefit obligation.................................................................................................................. $70,062
70,062
Accumulated benefit obligation............................................................................................................
1,421
Accumulated postretirement benefit obligation .................................................................................
62,843
Fair value of plan assets.......................................................................................................................
2022
2021
$93,799
93,799
1,890
85,079
ACTUARIAL (GAIN) LOSS
PENSION
Key components of the actuarial gains and losses contributing to the period change in the benefit obligation
are as follows:
• Changes in participant demographics resulted in an actuarial gain of approximately $0.6 million, which is
primarily due to higher than expected mortality among participants.
• Changes in contingent survivor mortality resulted in an actuarial loss of approximately $0.5 million.
• Changes in the discount rate from 2.65% to 4.96% resulted in an actuarial gain of approximately $22.4
million.
• Changes in plan assets during the fiscal year ending December 31, 2022 resulted in an investment loss of
$22.0 million, which is due to the difference between the 4.97% expected return compared to the actual
return of (22.26%).
POSTRETIREMENT
Key components of the actuarial gains and losses contributing to the period change in the benefit obligation
are as follows:
•
Introduction of an expected salary increase rate of 3.50% resulted in an actuarial loss of $0.1 million.
• Changes in the discount rate from 2.75% to 5.01% resulted in an actuarial gain of approximately $0.6 million.
OTHER COMPREHENSIVE INCOME
Net gains or losses recognized in other comprehensive (loss) income for the three years ended December 31
are as follows:
Net gains (losses)..................................................
2022
$362
Pension
2021
$11,262
2020
($1,587)
Postretirement
2021
2022
$512
$40
2020
($207)
Net gains or losses reclassified from other comprehensive income and recognized as a component of pension
and postretirement expense for the three years ended December 31 are as follows:
Amortization of losses (gains) ...................................
2022
$738
Pension
2021
$1,154
2020
2022
Postretirement
2021
2020
$861
$15
$20
$8
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
ACCUMULATED OTHER COMPREHENSIVE INCOME/LOSS (AOCI)
Net losses that have not yet been included in pension and postretirement expense for the two years ended
December 31, but have been recognized as a component of AOCI are as follows:
Net (losses) income....................................................................................
Deferred income tax benefit .....................................................................
AOCI ...................................................................................................
Pension
2022
($11,527)
1,216
($10,311)
2021
($12,627)
1,216
($11,411)
Postretirement
2022
2021
$96
6
$102
($431)
6
($425)
NET PENSION AND POSTRETIREMENT BENEFIT (CREDIT) COST
The following tables set forth the components of net pension and postretirement benefit (credit) cost that have
been recognized during the three years ended December 31:
Pension
Postretirement
2022
2021
2020
2022
2021
2020
Components of Net Periodic Benefit (Credit) Cost
Service cost ........................................................
Interest cost ........................................................
Expected return on plan assets.......................
Amortization of losses (gains) .........................
Net periodic benefit (credit) cost ..............................
—
2,434
(3,486)
738
($314)
—
2,228
(3,746)
1,154
($364)
—
2,706
(3,504)
861
$63
$7
51
—
15
$73
$8
45
—
20
$73
$6
51
—
8
$65
The service cost component of our benefit expense is recorded within the operating expense line item “Selling
and general expenses” within the Consolidated Statements of Income. All other components of the benefit costs
expense are included within the “Interest and miscellaneous income, net” line item of the Consolidated Statements of
Income.
VALUATION ASSUMPTIONS
The following table sets forth the principal assumptions inherent in the determination of benefit obligations and
net periodic benefit cost of the pension and postretirement benefit plans as of December 31:
Assumptions used to determine benefit obligations at December 31:
Discount rate.......................................................................................... 4.96 % 2.65 % 2.26 % 5.01 % 2.75 % 2.42 %
Assumptions used to determine net periodic benefit cost for years
ended December 31:
Pension
Postretirement
2022
2021
2020
2022
2021
2020
Discount rate ......................................................................................... 2.65 % 2.26 % 3.06 % 2.75 % 2.42 % 3.16 %
Expected long-term return on plan assets ........................................ 4.97 % 5.72 % 5.72 % —
—
—
DISCOUNT RATE
At December 31, 2022, the pension plan’s discount rate was 5.0%. The discount rate is derived from the
Financial Times Stock Exchange (FTSE) Pension Discount Curve (f/k/a Citigroup). The Pension Discount Curve
(PDC) is a set of yields on hypothetical AA, zero coupon bonds whose maturities range from 6 months up to 30
years. The yields of the PDC are used to discount pension liabilities. The PDC is calculated based on a universe of
AA rated corporate bonds from the FTSE US Broad Investment-Grade Bond Index and the yields of the FTSE
Treasury model curve.
114
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The pension plan's future expected cash flows are then matched to the spot rates on the yield curve and a single
equivalent discount rate is determined, which produces the same present value as the spot rates.
EXPECTED LONG-TERM RETURN ON PLAN ASSETS
In 2022, the expected return on plan assets was 5.0%, which is based on historical returns on current asset
allocations and expected returns using the Black-Litterman method.
INVESTMENT OF PLAN ASSETS
Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the
pension plans’ investment program, which is designed to maximize returns and provide sufficient liquidity to meet
plan obligations while maintaining acceptable risk levels. The investment approach emphasizes diversification by
allocating the plans’ assets among asset categories and selecting investment managers whose various investment
methodologies will be minimally correlative with each other.
In 2020, we transitioned to a liability-driven investment (“LDI”) strategy. An LDI strategy focuses on maintaining a
close to fully-funded status over the long-term with minimal funded status risk. This is achieved by investing more of
the plan assets in fixed income instruments to more closely match the duration of the plan liability. The investment
allocation to fixed income instruments will increase as the plans' funded status increases. Investment target
allocation percentages for equity securities can range up to 80 percent.
Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2022 and 2021 are as
follows:
Asset Category
Domestic equity securities ....................................................................................................................
International equity securities...............................................................................................................
Domestic fixed income securities ........................................................................................................
Real estate fund......................................................................................................................................
Total ..........................................................................................................................................................
Percentage of
Plan Assets
2022
2021
28%
20%
50%
2%
100%
29%
18%
51%
2%
100%
Investments within the equity categories may include large capitalization, small capitalization and emerging
market securities. Pension assets did not include a direct investment in Rayonier common shares during the years
ended December 31, 2022 and 2021.
NET ASSET VALUE MEASUREMENTS
Separate investment accounts are measured using the unit value calculated based on the Net Asset Value
(“NAV”) of the underlying assets. The NAV is based on the fair value of the underlying investments held by each fund
less liabilities divided by the units outstanding as of the valuation date. These funds are not publicly traded; however,
the unit price calculation is based on observable market inputs of the funds’ underlying assets.
The following table sets forth the net asset value of the plan assets as of December 31, 2022 or 2021:
Asset Category
Investments at Net Asset Value:
Separate Investment Accounts ..............................................................
Total Investments at Net Asset Value....................................................
$62,843
$62,843
$85,079
$85,079
December 31, 2022
December 31, 2021
115
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
CASH FLOWS
Our expected benefit payments to be made for the next 10 years are as follows:
Pension
Benefits
Postretirement
Benefits
2023 ..........................................................................................................................................
2024 ..........................................................................................................................................
2025 ..........................................................................................................................................
2026 ..........................................................................................................................................
2027 ..........................................................................................................................................
2028-2032 ................................................................................................................................
$3,999
4,180
4,338
4,478
4,594
23,730
$50
53
57
62
66
390
We expect to make cash contributions in 2023 of approximately $7.6 million in order to fund the Defined Benefit
Plan on a plan termination basis. The Defined Benefit Plan will be settled upon completion of lump sum distributions
and purchase of annuity contracts. The Excess Benefit Plan will be settled entirely with lump sum payments upon
termination with expected cash contributions in 2023 of approximately $1.3 million. Projected cash contributions are
an estimate, as actual amounts will be dependent upon the nature and timing of participant settlements, interest
rates, as well as prevailing market conditions.
DEFINED CONTRIBUTION PLANS
We provide a defined contribution plan to all of our eligible employees. Company contributions charged to
expense for these plans were $2.5 million, $2.2 million and $2.1 million for the years ended December 31, 2022,
2021 and 2020, respectively. The defined contribution plan includes Rayonier common shares with a fair market
value of $8.3 million and $11.0 million at December 31, 2022 and 2021, respectively. As of June 1, 2016, the
Rayonier Inc. Common Stock Fund was closed to new contributions. Transfers out of the fund will continue to be
permitted, but no new investments or transfers into the fund are allowed.
116
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
19.
INCENTIVE STOCK PLANS
The Rayonier Incentive Stock Plan (the “Stock Plan”) provides up to 15.8 million shares to be granted for
incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock
and restricted stock units, subject to certain limitations. At December 31, 2022, a total of 1.8 million shares were
available for future grants under the Stock Plan. Under the Stock Plan, shares available for issuance are reduced by
1 share for each option or right granted and by 2.27 shares for each performance share, restricted share or
restricted stock unit granted. We issue new shares of stock upon the exercise of stock options, the granting of
restricted stock, and the vesting of performance shares and restricted stock units. The Stock Plan allows for the
cash settlement of the required withholding tax on share or unit awards.
A summary of our stock-based compensation cost is presented below:
Selling and general expenses.................................................................................
Cost of sales ..............................................................................................................
Timber and Timberlands, net (a).............................................................................
Other operating expense, net (b)............................................................................
Total stock-based compensation ............................................................................
2022
$10,767
1,226
363
—
$12,356
2021
$8,255
816
206
—
$9,277
2020
$6,839
693
170
324
$8,026
Tax benefit recognized related to stock-based compensation expense (c) .
$603
$487
$421
(a) Represents amounts capitalized as part of the overhead allocation of timber-related costs.
(b) Represents expense associated with the acceleration of share-based compensation on Pope replacement awards related to qualifying
terminations.
(c) A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future.
FAIR VALUE CALCULATIONS BY AWARD
RESTRICTED STOCK & RESTRICTED STOCK UNITS
Restricted stock units granted to employees under the Stock Plan generally vest in fourths on the first, second,
third and fourth anniversary of the grant date. Periodically, other one-time restricted stock unit grants are issued to
employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon
completion of, a defined period of time. Holders of unvested restricted stock and restricted stock unit awards receive
dividend equivalent payments on outstanding awards. Members of the board of directors are granted restricted
stock, which vests immediately upon issuance and is subject to certain holding requirements. The fair value of each
share granted is equal to the share price of the Company’s stock on the date of grant. We have elected to value
each grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest
vesting date. As permitted, we do not estimate a forfeiture rate for non-vested shares. Accordingly, unexpected
forfeitures will lower stock-based compensation during the period in which they occur.
As of December 31, 2022, there was $0.1 million of unrecognized compensation cost attributable to our
restricted stock. We expect to recognize this cost over a weighted average period of 5 months. As of December 31,
2022, there was $7.1 million of unrecognized compensation cost attributable to our restricted stock units. We expect
to recognize this cost over a weighted average period of 2.1 years.
117
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
A summary of our restricted stock is presented below:
Restricted shares granted (a)..............................................................................................................
Weighted average price of restricted shares granted......................................................................
Intrinsic value of restricted stock outstanding (b).............................................................................
Grant date fair value of restricted stock vested................................................................................
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on restricted shares vested..........................................................
2022
2021
2020
22,800
$38.60
$620
2,478
22,140
100,452
$37.36
$3,062
3,121
$23.15
$4,666
2,755
708
869
566
(a) The year ended December 31, 2020 includes 69,176 replacement awards issued as a result of the merger with Pope Resources.
(b)
Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2022.
Non-vested Restricted Shares at January 1, ..........................................................
Granted .........................................................................................................................
Vested (a) .....................................................................................................................
Cancelled......................................................................................................................
Non-vested Restricted Shares at December 31,....................................................
2022
Number of
Shares
75,862
22,800
(78,607)
(1,247)
18,808
Weighted
Average Grant
Date Fair Value
$29.29
38.60
31.52
24.32
$31.58
(a) The year ended December 31, 2022 includes 3,718 replacement awards vested as a result of acceleration due to qualifying terminations.
A summary of our restricted stock units is presented below:
2022
2021
2020
Restricted stock units granted............................................................................................................. 130,213
Weighted average price of restricted stock units granted...............................................................
$41.81
Intrinsic value of restricted stock units outstanding (a) ................................................................... $13,826
Grant date fair value of restricted stock units vested ......................................................................
2,475
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on restricted stock units vested...................................................
1,063
129,290
171,409
$33.59
$15,095
493
189
$22.58
$7,801
218
47
(a)
Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2022.
Non-vested Restricted Stock Units at January 1,...................................................
Granted .........................................................................................................................
Vested ...........................................................................................................................
Cancelled......................................................................................................................
Non-vested Restricted Stock Units at December 31, ............................................
2022
Number of
Shares
374,016
130,213
(80,857)
(3,888)
419,484
Weighted
Average Grant
Date Fair Value
$28.44
41.81
30.61
33.72
$32.12
118
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
PERFORMANCE SHARE UNITS
Our performance share units generally vest upon completion of a three-year period. The number of shares, if
any, that are ultimately awarded is contingent upon our total shareholder return versus selected peer group
companies. The performance share payout is based on a market condition, and as such, the awards are valued
using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is
then recognized as expense on a straight-line basis over the vesting period. Additionally, we do not estimate a
forfeiture rate for non-vested units. As such, unexpected forfeitures will lower stock-based compensation during the
period in which they occur.
As of December 31, 2022, there was $5.0 million of unrecognized compensation cost related to our
performance share unit awards, which is attributable to awards granted in 2020, 2021 and 2022. This cost is
expected to be recognized over a weighted average period of 1.6 years.
A summary of our performance share units is presented below:
Common shares reserved for performance shares granted during year ...................................... 193,333
191,203
361,870
Weighted average fair value of performance share units granted..................................................
$45.68
Intrinsic value of outstanding performance share units (a).............................................................. $13,123
Fair value of performance shares vested ...........................................................................................
5,549
$36.10
$29.59
$16,360
$11,711
1,738
3,522
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on performance shares vested.....................................................
2,454
559
992
2022
2021
2020
(a)
Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2022.
Outstanding Performance Share units at January 1, ...............................................
Granted............................................................................................................................
Units Distributed.............................................................................................................
Other Cancellations/Adjustments................................................................................
Outstanding Performance Share units at December 31,.........................................
2022
Number
of Units
405,361
110,476
(115,167)
(2,514)
398,156
Weighted
Average Grant
Date Fair Value
$33.16
45.68
35.98
39.23
$35.78
Expected volatility was estimated using daily returns on the Company’s common shares for the three-year
period ending on the grant date. The risk-free rate was based on the 3-year U.S. Treasury rate on the date of the
award. The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents.
Grants made to Vice Presidents and above are subject to a one-year post-vest holding period and include an
additional discount for liquidity. The following table provides an overview of the assumptions used in calculating the
fair value of the awards granted for the three years ended December 31:
Expected volatility ...................................................................................................................... 38.1%
2.6%
Risk-free rate ..............................................................................................................................
4.2%
Liquidity discount applied to grants with a post-vesting holding restriction (a) ................
2022
2021
35.6%
0.4%
6.3%
2020
32.6%
0.3%
n/a
(a) One-year post-vest holding requirement began in grant year 2021.
119
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
NON-QUALIFIED EMPLOYEE STOCK OPTIONS
The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing
market price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is 10 years from
the grant date.
A summary of the status of our stock options as of and for the year ended December 31, 2022 is presented
below:
Options outstanding at January 1, ........................................
Exercised........................................................................
Number of
Shares
124,170
(64,762)
Cancelled or expired.....................................................
(5,317)
Options outstanding at December 31,..................................
Options exercisable at December 31, ..................................
54,091
54,091
2022
Weighted
Average Exercise
Price
(per common
share)
Weighted
Average
Remaining
Contractual Term
(in years)
Aggregate
Intrinsic
Value
$36.67
38.07
35.13
35.15
$35.15
0.57
0.57
$40
$40
A summary of additional information pertaining to our stock options is presented below:
Intrinsic value of options exercised (a) .............................................................................
Cash received from exercise of options ...........................................................................
$300
2,466
$916
5,922
$108
1,368
2022
2021
2020
(a) Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the
option.
As of December 31, 2022, compensation cost related to stock options was fully recognized.
120
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
20.
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 December 31, 2022, Rayonier owns a 97.9% interest 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 unitholders (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 U.S. federal and state corporate income tax. The New
Zealand timber operations are conducted by the New Zealand subsidiary, which is subject to corporate-level tax at
28% in New Zealand and is treated as a partnership for U.S. income tax purposes.
PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS
The provision for income taxes for each of the three years ended December 31 follows:
Current
U.S. federal............................................................................................................
State .......................................................................................................................
Foreign ...................................................................................................................
Deferred
U.S. federal............................................................................................................
State .......................................................................................................................
Foreign ...................................................................................................................
Changes in valuation allowance ..................................................................................
Total ..................................................................................................................................
2022
2021
2020
($2,797)
(371)
(2,694)
(5,862)
($1,893)
(536)
(11,425)
(13,854)
($237)
(339)
(5,391)
(5,967)
2,302
1,693
(3,583)
412
(3,939)
($9,389)
(6,288)
(1,623)
(2,007)
(9,918)
9,111
($14,661)
8,355
325
(3,027)
5,653
(6,695)
($7,009)
A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate for each of the three
years ended December 31 follows:
2022
2021
2020
U.S. federal statutory income tax rate.........................................
($27,758)
(21.0) %
($47,280)
(21.0) %
($7,726)
(21.0) %
U.S. and foreign REIT income ..................................................
29,732
22.5
44,316
19.7
16,569
45.0
Matariki Group and Rayonier New Zealand Ltd .....................
(5,038)
(3.8)
(12,927)
(5.7)
(7,698)
(20.8)
Change in valuation allowance .................................................
(3,939)
(3.0)
9,111
4.0
(6,695)
(18.2)
REIT Built-in Gain........................................................................
(2,516)
(1.9)
(2,215)
(1.0)
State Net Operating Loss...........................................................
Prepaid land sales.......................................................................
—
—
—
—
—
—
—
—
—
1,118
—
3.0
(1,084)
(2.9)
Foreign income tax withholding ................................................
(1,239)
(0.9)
(505)
(0.2)
(721)
(2.0)
Sale of Timber Funds..................................................................
State Income Tax, Net of Federal Benefit................................
Bainbridge Landing JV, NCI.......................................................
—
1,424
2,496
—
1.1
1.8
(2,399)
(1.1)
—
—
—
—
—
—
—
—
—
—
Other..............................................................................................
(2,551)
(1.9)
(2,762)
(1.2)
(772)
(2.1)
Income tax expense as reported for net income.......................
($9,389)
(7.1) %
($14,661)
(6.5) %
($7,009)
(19.0) %
The Company’s effective tax rate is below the 21 percent U.S. statutory rate primarily due to tax benefits
associated with being a REIT.
121
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
DEFERRED TAXES
Deferred income taxes result from differences between the timing of recognizing revenues and expenses for
financial book purposes versus income tax purposes. The nature of the temporary differences and the resulting net
deferred tax asset/liability for the two years ended December 31 follows:
2022
2021
Gross deferred tax assets:
$489
Pension, postretirement and other employee benefits .........................................................
20,753
New Zealand subsidiary ............................................................................................................
13,688
CBPC tax credit carry forwards ................................................................................................
2,457
Capitalized real estate costs .....................................................................................................
23,885
U.S. TRS net operating loss......................................................................................................
—
Land basis difference .................................................................................................................
4,808
Other .............................................................................................................................................
66,080
Total gross deferred tax assets.................................................................................................
(40,844)
Less: Valuation allowance .........................................................................................................
Total deferred tax assets after valuation allowance .............................................................. $25,236
$597
21,790
13,701
1,656
12,489
9,061
5,367
64,661
(36,904)
$27,757
Gross deferred tax liabilities:
Accelerated depreciation ...........................................................................................................
New Zealand subsidiary ............................................................................................................
Other .............................................................................................................................................
Total gross deferred tax liabilities .............................................................................................
Net deferred tax liability reported as noncurrent..............................................................................
(9)
(88,414)
(4,558)
(92,981)
($67,745)
(46)
(91,388)
(6,059)
(97,493)
($69,736)
Net operating loss (“NOL”) and tax credit carryforwards as of the two years ended December 31 follows:
2022
U.S. Federal NOL Carryforwards- Post TCJA (a) ............................................................
U.S State NOL Carryforwards (b).......................................................................................
Cellulosic Biofuel Producer Credit (c) ................................................................................
2021
U.S. Federal NOL Carryforwards- Post TCJA (a) ............................................................
U.S State NOL Carryforwards (b).......................................................................................
Cellulosic Biofuel Producer Credit (c) ................................................................................
Tax Effected
Balance
Expiration
$20,538
3,347
13,688
None
Various
2024
$10,687
1,802
13,701
None
Various
2023
(a) The Tax Cuts and Jobs Act (TCJA) was signed into law on December 22, 2017. The TCJA lifted the 20-year federal NOL Carryforward
period. Net operating losses generated after December 31, 2017 have an indefinite carryforward period.
(b) The U.S. state NOL is made up of several jurisdictions that expire in various future years. No state NOL is set to expire before December
31, 2033.
(c) The Inflation Reduction Act of 2022 was signed into law on August 16, 2022. The Inflation Reduction Act of 2022 temporarily extended
existing fuels tax credits that previously expired or were set to expire at the end of 2023. The Cellulosic Biofuel Producer Credit was one of
the credits extended under this act.
We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more likely than
not that such deferred tax assets will not be realized. Since 2015, we have had a 100% valuation allowance against
the U.S. taxable REIT subsidiary's deferred tax assets, net of deferred tax liabilities. During 2022, the net deferred
tax assets increased by $4.0 million. As a result, we recorded a change in the valuation allowance of $4.0 million
related to the U.S. TRS's deferred tax assets, net of liabilities.
122
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
TAX STATUTES
The following table provides detail of the tax years that remain open to examination by the IRS and other
significant taxing jurisdictions:
Taxing Jurisdiction
U.S. Internal Revenue Service.......................................................................................................
New Zealand Inland Revenue ........................................................................................................
Open Tax Years
2019 - 2021
2017 - 2021
TAX CHARACTERISTICS OF DIVIDEND DISTRIBUTIONS
The taxable nature of the dividend distributions paid for each of the three years ended December 31 follows:
2020
$1.08
2022
$1.125
2021
$1.08
Total dividends/distributions paid per common share/unit
Tax characteristics: ........................................................................................................
Capital gain......................................................................................................................
100%
100%
100%
21.
RESTRICTED CASH
Restricted cash, Timber Funds includes the portion of proceeds from Fund II Timberland Dispositions required
to be distributed to noncontrolling interests. As of December 31, 2022, all proceeds from Fund II Timberland
Dispositions have been distributed to noncontrolling interests.
Restricted cash, excluding Timber Funds includes cash deposited with a like-kind exchange (“LKE”)
intermediary. 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, excluding Timber Funds, includes balances
held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well
as cash held in escrow for real estate sales.
The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated
Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows for
the years ended December 31:
Restricted cash, excluding Timber Funds: ...........................................................................
Restricted cash deposited with LKE intermediary .......................................................
Restricted cash held in escrow.......................................................................................
Total restricted cash shown in the Consolidated Balance Sheets, excluding Timber
Funds .........................................................................................................................................
Restricted cash shown in the Consolidated Balance Sheets, Timber Funds .................
Cash and cash equivalents ....................................................................................................
Total cash, cash equivalents and restricted cash shown in the Consolidated
Statements of Cash Flows......................................................................................................
2022
2021
$527
625
1,152
—
114,255
—
625
625
6,341
362,173
$115,407
$369,139
22.
ASSETS HELD FOR SALE
Assets held for sale is composed of properties not included in inventory which are under contract and expected
to be sold within the next 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC
360-10-45-9. As of December 31, 2022 and December 31, 2021, the basis in properties meeting this classification
was $0.7 million and $5.1 million, respectively. Since the basis in these properties was less than the fair value,
including costs to sell, no impairment was recognized.
123
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
23.
OTHER ASSETS
The following table provides the composition of Other assets for the two years ended December 31:
Long-term derivative contracts (a) ................................................................................................
Patronage equity (b)........................................................................................................................
Goodwill (b) ......................................................................................................................................
Pacific Northwest long-term prepaid roads (b) ...........................................................................
New Zealand long-term secondary roads (b)..............................................................................
Capitalized software costs (b) .......................................................................................................
Carbon credits (c) ............................................................................................................................
Rabbi trusts related to the Executive Severance Pay Plan (d) ................................................
Deferred financing costs related to revolving debt (b)...............................................................
Long-term prepaid stumpage (b) ..................................................................................................
Long-term deposits..........................................................................................................................
Other..................................................................................................................................................
Total ..............................................................................................................................................
2022
$76,216
7,872
7,863
5,857
6,971
5,795
1,086
1,869
854
713
212
173
$115,481
2021
$11,796
7,322
8,457
4,131
6,730
3,117
1,956
1,844
1,104
1,461
1,896
1,152
$50,966
(a) See Note 1 — Summary of Significant Accounting Policies and Note 8 — Derivative Financial Instruments and Hedging Activities for further
information on derivatives including their classification on the Consolidated Balance Sheets.
(b) See Note 1 — Summary of Significant Accounting Policies for additional information.
(c) See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits.
(d) The Executive Severance Pay Plan provides benefits to eligible executives in the event of a change in control of the Company.
Changes in goodwill for the years ended December 31, 2022 and 2021 were:
Balance, January 1 (net of $0 of accumulated impairment) .....................................................
Changes to carrying amount
2022
$8,457
2021
$8,943
Acquisitions.............................................................................................................................
Impairment..............................................................................................................................
Foreign currency adjustment ...............................................................................................
Balance, December 31 (net of $0 of accumulated impairment)...............................................
—
—
(594)
$7,863
—
—
(486)
$8,457
Changes in the basis of carbon credits for the years ended December 31, 2022 and 2021 were:
Balance, January 1..........................................................................................................................
Changes to carrying amount
2022
$1,956
2021
$1,346
Acquisitions.............................................................................................................................
Sales........................................................................................................................................
Transfers to inventory ...........................................................................................................
Foreign currency adjustment ...............................................................................................
Balance, December 31 (net of $0 of accumulated impairment)...............................................
—
(309)
(474)
(87)
$1,086
698
—
(88)
$1,956
124
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
24.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in AOCI by component for the years ended December 31, 2022
and 2021. All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.
Foreign
currency
translation
gains/
(losses)
Net
investment
hedges of
New
Zealand
subsidiary
Cash
flow
hedges
Employee
benefit
plans
Total
Rayonier,
L.P.
Allocation
of
Operating
Partnership
Total
Rayonier
Inc.
$22,702
$1,321
($71,056)
($24,312)
($71,345)
($2,540)
($73,885)
(18,487)
—
44,899 (a)
11,302
37,714
—
37,714
—
—
16,994
1,174 (b)
18,168
(1,601)
16,567
(18,487)
—
61,893
12,476
55,882
(1,601)
54,281
$4,215
$1,321
($9,163)
($11,836)
($15,463)
($4,141)
($19,604)
(22,282)
—
78,166 (a)
874
56,758
(1,323)
55,435
—
—
(1,799)
753 (b)
(1,046)
1,028
(18)
(22,282)
—
76,367
1,627
55,712
(295)
55,417
($18,067)
$1,321
$67,204
($10,209)
$40,249
($4,436)
$35,813
Balance as of December
31, 2020................................
Other comprehensive
(loss) income before
reclassifications...............
Amounts reclassified from
accumulated other
comprehensive income
(loss) .................................
Net other comprehensive
(loss) income .......................
Balance as of December
31, 2021................................
Other comprehensive
(loss) income before
reclassifications...............
Amounts reclassified from
accumulated other
comprehensive (loss)
income ..............................
Net other comprehensive
(loss) income .......................
Balance as of December
31, 2022................................
(a) The years ended December 31, 2022 and December 31, 2021 include $75.0 million and $52.5 million, respectively, of other comprehensive
income related to interest rate products. See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.
(b) This component of other comprehensive income (loss) is included in the computation of net periodic pension and post-retirement costs. See
Note 18 — Employee Benefit Plans for additional information.
The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the
years ended December 31, 2022 and 2021:
Details about accumulated other
comprehensive loss components
Realized (gain) loss on foreign currency
exchange contracts........................................
Realized loss on foreign currency option
contracts ..........................................................
Noncontrolling interest...................................
Realized loss on interest rate contracts......
Income tax effect from net loss (gain) on
foreign currency contracts.............................
Net (gain) loss on cash flow hedges
reclassified from accumulated other
comprehensive income .................................
Amount reclassified from
accumulated other
comprehensive loss
2022
2021
Affected line item in the income
statement
($7,682)
$2,974
Other operating income (expense), net
—
1,177
Other operating income (expense), net
1,768
2,459
1,656
(955)
Comprehensive (income) loss attributable
to noncontrolling interests
14,694
Interest expense
(896) Income tax expense
($1,799)
$16,994
125
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
25.
RELATED PARTY
In January 2020, we entered into an agreement to sell developed lots to Mattamy Jacksonville LLC, a wholly
owned subsidiary of Mattamy Homes, for an aggregate base purchase price of $4.45 million (subject to multiple
takedowns over a 2 year period), plus additional consideration as to each lot to the extent the ultimate sales price of
each finished home exceeded agreed price thresholds (the “Mattamy Contract”). In May 2021, we entered into an
amendment to the original agreement, which sold additional lots to Mattamy for an aggregate base purchase price
of $1.0 million. The Mattamy contract also included marketing fee revenue based on a percentage of the sales price
of each finished home.
In September 2020, Keith Bass, a member of our Board of Directors, was named the Chief Executive Officer of
Mattamy Homes US. Following this development, the Mattamy Contract and the ongoing obligations therein, were
reviewed by the Nominating and Corporate Governance Committee in accordance with established policies and
procedures regarding the authorization and approval of transactions with related parties.
The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated
Statements of Income and Comprehensive Income for the three years ended December 31:
Related Party Transaction
Location on Statement of Income and
Comprehensive Income
Mattamy Contract
Sales (a)
2022
2021
2020
$916
$2,656
$1,354
(a) The years ended December 31, 2021 and December 31, 2020 exclude approximately $0.3 million and $0.1 million, respectively, of cash
received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees.
As of December 31, 2022, all lots under contract have been sold and all consideration has been received from
Mattamy.
126
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Rayonier Inc.
DISCLOSURE CONTROLS AND PROCEDURES
Rayonier management is responsible for establishing and maintaining adequate disclosure controls and
procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by
the Company in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and
(2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance
that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems
determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer,
concluded the design and operation of the disclosure controls and procedures were effective as of December 31,
2022.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the year ended December 31, 2022, based upon the evaluation required by paragraph (d) of Rule 13a-15,
there were no changes in our internal control over financial reporting that would materially affect or are reasonably
likely to materially affect our internal control over financial reporting.
Rayonier, L.P.
DISCLOSURE CONTROLS AND PROCEDURES
The Operating Partnership is responsible for establishing and maintaining adequate disclosure controls and
procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by
Rayonier, L.P. in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and
(2) accumulated and communicated to our management, including Rayonier’s Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance
that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems
determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 10-K, our management, including Rayonier’s Chief Executive Officer and Chief Financial
Officer, concluded the design and operation of the disclosure controls and procedures were effective as of
December 31, 2022.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the year ended December 31, 2022, based upon the evaluation required by paragraph (d) of Rule 13a-15,
there were no changes in our internal control over financial reporting that would materially affect or are reasonably
likely to materially affect our internal control over financial reporting.
Item 9B. OTHER INFORMATION
Not applicable.
127
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
128
PART III
Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy
Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2023 Annual
Meeting of Shareholders (the “Proxy Statement”). We will make the Proxy Statement available on our website at
www.rayonier.com as soon as it is filed with the SEC.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
A list of our executive officers and their biographical information are found in Item 1 in this Annual Report on
Form 10-K. Additional information required by this Item with respect to directors and other governance matters is
incorporated herein by reference from the sections and subsections entitled “Proposal No. 1 - Election of Directors,”
“Corporate Governance,” “Named Executive Officers” and “Report of the Audit Committee” in the Proxy Statement.
Our Standard of Ethics and Code of Corporate Conduct, which is applicable to our principal executive, financial
and accounting officers, is available on our website, www.rayonier.com. Any amendments to or waivers of the
Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.
Item 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated herein by reference from the section and subsections
entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of
Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,”
“Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in
Control,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation; Processes and
Procedures” and “Report of the Compensation and Management Development Committee” in the Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information called for by Item 12 is incorporated herein by reference from the section and subsections
entitled “Ownership of and Trading in our Shares,” “Share Ownership of Certain Beneficial Owners,” “Share
Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in the Proxy
Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by Item 13 is incorporated herein by reference from the section and subsections
entitled “Proposal No. 1 - Election of Directors,” “Director Independence” and “Related Person Transactions” in the
Proxy Statement.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 is incorporated herein by reference from the subsection entitled
“Information Regarding Independent Registered Public Accounting Firm” in the Proxy Statement.
129
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as a part of this report:
PART IV
(i)
See Index to Financial Statements on page 58 for a list of the financial statements filed as part of this
report.
(ii)
Financial Statement Schedules:
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2022, 2021, and 2020
(In Thousands)
Description
Allowance for doubtful accounts:
Balance
at
Beginning
of Year
Additions
Charged
to Cost
and
Expenses
Deductions
Balance
at End
of Year
Year ended December 31, 2022....................................
Year ended December 31, 2021....................................
Year ended December 31, 2020....................................
$59
25
24
$15
34
1
—
—
—
$74
59
25
Deferred tax asset valuation allowance:
Year ended December 31, 2022....................................
Year ended December 31, 2021....................................
Year ended December 31, 2020....................................
$36,904
46,015
39,320
$3,940 (b)
—
6,695 (b)
—
(9,111) (a)
—
$40,844
36,904
46,015
(a) The 2021 decrease in the valuation allowance is due to a reduction in TRS deferred tax assets.
(b) The 2020 and 2022 increase in the valuation allowance is due to an increase in TRS deferred tax assets.
All other financial statement schedules have been omitted because they are not applicable, the required
matter is not present or the required information has otherwise been supplied in the financial statements
or the notes thereto.
(i)
See Exhibit Index for a list of the exhibits filed or incorporated herein as part of this report. Exhibits
that are incorporated by reference to documents filed previously by the Company under the Securities
Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780.
Item 16.
FORM 10-K SUMMARY
None.
130
EXHIBIT INDEX
The following is a list of exhibits filed as part of the Form 10-K. As permitted by the rules of the SEC, the Company has
not filed certain instruments defining the rights of holders of long-term debt of the Company or its consolidated
subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the
Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any
omitted instrument.
Exhibit No.
Description
Location
2.1 Contribution, Conveyance and Assumption Agreement dated
December 18, 2003 by and among Rayonier Inc., Rayonier
Timberlands Operating Company, L.P., Rayonier Timberlands,
L.P., Rayonier Timberlands Management, LLC, Rayonier
Forest Resources, LLC, Rayland, LLC, Rayonier TRS
Holdings Inc., Rayonier Minerals, LLC, Rayonier Forest
Properties, LLC, Rayonier Wood Products, LLC, Rayonier
Wood Procurement, LLC, Rayonier International Wood
Products, LLC, Rayonier Forest Operations, LLC, Rayonier
Properties, LLC and Rayonier Performance Fibers, LLC
Incorporated by reference to Exhibit
10.1 to the Registrant’s January 15,
2004 Form 8-K
2.2 Contribution, Conveyance and Assumption Agreement, dated
Incorporated by reference to Exhibit
July 29, 2010, between Rayonier Inc. and Rayonier Operating 10.7 to the Registrant’s June 30, 2010
Company LLC
Form 10-Q
2.3 Separation and Distribution Agreement, dated May 28, 2014,
by and between Rayonier Inc. and Rayonier Advanced
Materials Inc.**
Incorporated by reference to Exhibit 2.1
to the Registrant’s May 30, 2014 Form
8-K
2.4 Agreement and Plan of Merger, dated as of January 14, 2020,
by and among Rayonier Inc., Rayonier Operating Company
LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II,
LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a
Delaware limited partnership, Pope MGP, Inc. and Pope EGP,
Inc.
Incorporated by reference to Exhibit 2.1
to the Registrant’s January 15, 2020
Form 8-K
2.5 Amendment No. 1, dated as of April 1, 2020, to the
Incorporated by reference to Exhibit 2.1
Agreement and Plan of Merger, by and among Rayonier Inc., to the Registrant’s April 1, 2020 Form 8-
Rayonier, L.P., Rayonier Operating Company LLC, Rayonier
Operating Holdings, LLC, Pacific GP Merger Sub I, LLC,
Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III,
LLC, Pope Resources, a Delaware limited partnership, Pope
MGP, Inc. and Pope EGP, Inc.
K
2.6 Purchase and Sale Agreement, dated as of October 21, 2022,
Filed herewith
by and among Rayonier Operating LLC, John Hancock Life
Insurance Company (U.S.A.), and First American Title
Insurance Company**,***
2.7 Purchase and Sale Agreement, dated as of November 2,
Filed herewith
2022, by and among Rayonier Operating Company, LLC, and
John Hancock Life Insurance Company (U.S.A)**,***
2.8 First Amendment to Purchase and Sale Agreement, dated as
of December 13, 2022, by and among Rayonier Operating
Company, LLC, and John Hancock Life Insurance Company
(U.S.A)***
Filed herewith
3.1 Amended and Restated Articles of Incorporation
3.2 By-Laws
3.3 Limited Liability Company Agreement of Rayonier Operating
Company LLC
Incorporated by reference to Exhibit 3.1
to the Registrant’s May 23, 2012 Form
8-K
Incorporated by reference to Exhibit 3.2
to the Registrant’s October 21, 2009
Form 8-K
Incorporated by reference to Exhibit 3.3
to the Registrant’s June 30, 2010 Form
10-Q
Exhibit No.
Description
3.4 Amended and Restated Agreement of Limited Partnership of
Rayonier, L.P., dated as of May 8, 2020
Location
Incorporated by reference to Exhibit 3.1
to the Registrant’s May 13, 2020 Form
8-K
3.5 Amendment No. 1 to the Amended and Restated Agreement
of Limited Partnership of Rayonier, L.P., dated as of May 21,
2021
Incorporated by reference to Exhibit 3.1
to the Registrant's June 30, 2021 Form
10-Q
4.1 Indenture among Rayonier, L.P., Rayonier Inc., the guarantors Incorporated by reference to Exhibit 4.8
to the Registrant’s September 10, 2020
Registration Statement on Form S-3
party thereto from time to time and The Bank of New York
Mellon, N.A., as Trustee, dated as of September 9, 2020
4.2 First Supplemental Indenture, dated May 17, 2021, among
Incorporated by reference to Exhibit 4.2
Rayonier, L.P., as issuer, the guarantors party thereto and the to the Registrant's May 17, 2021 Form
Bank of New York Mellon Trust Company, N.A., as trustee
8-K
4.3 Form of Note for 2.750% Senior Notes due 2031 (contained in Incorporated by reference to Exhibit 4.2
Exhibit A to Exhibit 4.2)
to the Registrant's May 17, 2021 Form
8-K
4.4 Description of Registrant’s Securities Registered Pursuant to
Section 12 of the Securities Exchange Act of 1934
10.1 Rayonier Investment and Savings Plan for Salaried
Employees effective March 1, 1994, amended and restated
effective April 1, 2015 and further amended effective
September 8, 2015*
Incorporated by reference to Exhibit 4.7
to the Registrant's December 31, 2020
Form 10-K
Incorporated by reference to Exhibit
10.2 to the Registrant’s December 31,
2015 Form 10-K
10.2 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of June 1, 2016, executed
February 25, 2016*
Incorporated by reference to Exhibit
10.1 to the Registrant’s March 31, 2016
Form 10-Q
10.3 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of June 1, 2016, executed
June 13, 2016*
Incorporated by reference to Exhibit
10.3 to the Registrant’s December 31,
2019 Form 10-K
10.4 Amendment to Rayonier Investment and Savings Plan for
Incorporated by reference to Exhibit
Salaried Employees effective as of January 1, 2017, executed 10.1 to the Registrant’s March 31, 2017
January 17, 2017*
Form 10-Q
10.5 Amendment to Rayonier Investment and Savings Plan for
Incorporate by reference to Exhibit 10.1
Salaried Employees effective as of January 1, 2017, executed to the Registrant’s June 30, 2017 Form
July 20, 2017*
10-Q
10.6 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of April 1, 2017, executed
December 7, 2016*
Incorporated by reference to Exhibit
10.6 to the Registrant’s December 31,
2019 Form 10-K
10.7 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of October 1 2017, executed
November 9, 2017*
Incorporated by reference to Exhibit
10.6 to the Registrant’s December 31,
2017 Form 10-K
10.8 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of November 1, 2018,
executed December 21, 2018*
Incorporated by reference to Exhibit
10.7 to the Registrant’s December 31,
2018 Form 10-K
10.9 Amended and Restated Retirement Plan for Salaried
Employees of Rayonier Inc. effective January 1, 2014*
Incorporated by reference to Exhibit
10.9 to the Registrant’s December 31,
2015 Form 10-K
10.10 First Amendment to the Retirement Plan for Salaried
Employees of Rayonier Inc. effective as of December 31,
2016*
Incorporated by reference to Exhibit
10.2 to the Registrant’s September 30,
2016 Form 10-Q
Exhibit No.
Description
Location
10.11 Rayonier Inc. Excess Benefit Plan, as amended*
10.12 Form of Rayonier Outside Directors Compensation Program/
Cash Deferral Option Agreement*
Incorporated by reference to Exhibit
10.2 to the Registrant’s June 30, 2010
Form 10-Q
Incorporated by reference to Exhibit
10.24 to the Registrant’s December 31,
2006 Form 10-K
10.13 Trust Agreement for the Rayonier Inc. Legal Resources Trust* Incorporated by reference to Exhibit
10.1 to the Registrant’s September 30,
2014 Form 10-Q
10.14 Amended and Restated Master Shareholder Agreement in
Relation to Matariki Forests Australia PTY Limited, Matariki
Forestry Group and Matariki Forests, dated February, 2010,
by and among SAS Trustee Corporation, Deutche Asset
Management (Australia) Limited, Rayonier Canterbury LLC,
Rayonier New Zealand Limited, Cameron and Company
Limited, Matariki Forests Australia Pty Limited, Matariki
Forestry Group and Matariki Forests
10.15 Deed of Amendment and Restatement of Shareholder
Agreement, dated March 31, 2016, by and among Rayonier
Canterbury LLC, Waimarie Forests Pty Limited, Matariki
Forestry Group, Matariki Forests and Phaunos Timber Fund
Limited
Incorporated by reference to Exhibit
10.14 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.15 to the Registrant’s December 31,
2019 Form 10-K
10.16 Intellectual Property Agreement, dated June 27, 2014, by and Incorporated by reference to Exhibit
between Rayonier Inc. and Rayonier Advanced Materials Inc. 10.4 to the Registrant’s June 30, 2014
Form 8-K
10.17 Form of Indemnification Agreement between Rayonier Inc.
and its Officers and Directors*
10.18 Form of Indemnification Agreement between Rayonier Inc.
and its Officers
10.19 Rayonier Incentive Stock Plan, as amended*
10.20 Form of Rayonier Incentive Stock Plan Non-Qualified Stock
Option Award Agreement*
10.21 Form of Rayonier Incentive Stock Plan Restricted Stock
Award Agreement*
10.22 2019 Performance Share Award Program*
10.23 2020 Performance Share Award Program*
10.24 2021 Performance Share Award Program*
10.25 2022 Performance Share Award Program*
10.26 Rayonier Inc. Supplemental Savings Plan effective March 1,
2016*
Incorporated by reference to Exhibit
10.8 to the Registrant’s June 30, 2014
Form 10-Q
Incorporated by reference to Exhibit
10.18 to the Registrant’s December 31,
2019 Form 10-K
Incorporate by reference to Exhibit 10.1
to the Registrant’s September 30, 2020
Form 10-Q
Incorporated by reference to Exhibit
10.19 to the Registrant’s December 31,
2008 Form 10-K
Incorporated by reference to Exhibit
10.5 to the Registrant’s March 31, 2015
Form 10-Q
Incorporated by reference to Exhibit
10.18 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.3 to the Registrant’s March 31, 2020
Form 10-Q
Incorporated by reference to Exhibit
10.1 to the Registrant's March 31, 2021
Form 10-Q
Incorporated by reference to Exhibit
10.1 to the Registrant’s September 30,
2022 Form 10-Q
Incorporated by reference to Exhibit
10.2 to the Registrant’s March 31, 2016
Form 10-Q
Exhibit No.
Description
Location
10.27 Credit Agreement dated as of August 5, 2015 among
Rayonier Inc., Rayonier TRS Holdings Inc. and Rayonier
Operating Company LLC, as Borrowers, CoBank, ACB as
Administrative Agent, Swing Line Lender and Issuing Bank,
JPMorgan Chase Bank, N.A. and Farm Credit of Florida, ACA
as Co-Syndication Agents, Credit Suisse AG and SunTrust
Bank as Co-Documentation Agents and CoBank, ACB as
Sole Lead Arranger and Sole Bookrunner
Incorporated by reference to Exhibit
10.3 to the Registrant’s March 31, 2016
Form 10-Q
10.28 Second Amendment to Credit Agreement, dated as of April 1,
2020, by and among Rayonier Inc., Rayonier TRS Holdings
Inc. and Rayonier Operating Company LLC, as borrowers, the Form 10-Q
several banks, financial institutions and other institutional
lenders party thereto and CoBank, ACB as administrative
agent, swing line lender and issuing bank
Incorporated by reference to Exhibit
10.4 to the Registrant’s March 31, 2020
10.29 Annex A to Second Amendment to Credit Agreement
10.30 First Amendment and Incremental Term Loan Agreement
dated as of April 28, 2016, by and among Rayonier Inc.,
Rayonier TRS Holdings Inc., Rayonier Operating Company
LLC, as Borrowers, CoBank, ACB, as Administrative Agent
and the several banks, financial institutions and other
institutional lenders party thereto
10.31 Third Amendment and Incremental Term Loan Agreement,
dated as of April 16, 2020, by and among Rayonier Inc.,
Rayonier TRS Holdings Inc., and Rayonier Operating
Company LLC, as borrowers, the several banks, financial
institutions and other institutional lenders party thereto and
CoBank, ACB as administrative agent
10.32 Fourth Amendment and Incremental Term Loan Agreement,
dated as of June 1, 2021, by and among Rayonier Inc.,
Rayonier TRS Holdings Inc., Rayonier Operating Company
LLC, and Rayonier L.P., as borrowers, the several banks,
financial institutions and other lenders party thereto and
CoBank, ACB, as administrative agent
Incorporated by reference to Exhibit
10.5 to the Registrant’s March 31, 2020
Form 10-Q
Incorporated by reference to Exhibit
10.1 to the Registrant’s May 2, 2016
Form 8-K
Incorporated by reference to Exhibit
10.7 to the Registrant’s March 31, 2020
Form 10-Q
Incorporated by reference to Exhibit
10.1 to the Registrant's June 1, 2021
Form 8-K
10.33 2016 Guarantee Agreement dated as of April 28, 2016 among Incorporated by reference to Exhibit
10.2 to the Registrant’s May 2, 2016
Form 8-K
Rayonier Inc., Rayonier TRS Holdings Inc. and COBANK,
ACB, as Administrative Agent
10.34 Amended and Restated Executive Severance Pay Plan
effective as of October 2020*
10.35 Trust Agreement for the Rayonier Inc. Executive Severance
Pay Plan*
10.36 Amendment to Trust Agreement for the Rayonier Inc.
Executive Severance Plan*
10.37 LTI Supplemental Terms Vesting in Event of Retirement*
10.38 Rayonier Incentive Stock Plan Restricted Stock Unit Award
Agreement, dated 2019*
10.39 Rayonier Non-Equity Incentive Plan, as amended, Effective
as of January 1, 2020*
Incorporated by reference to Exhibit
10.2 to the Registrant’s September 30,
2020 Form 10-Q
Incorporated by reference to Exhibit
10.26 to the Registrant’s December 31,
2001 Form 10-K
Incorporated by reference to Exhibit
10.2 to the Registrant’s September 30,
2014 Form 10-Q
Incorporated by reference to Exhibit
10.30 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.31 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.32 to the Registrant’s December 31,
2019 Form 10-K
Exhibit No.
Description
Location
10.40 Rayonier Incentive Stock Plan Performance Share Award
Agreement*
Incorporated by reference to Exhibit
10.35 to the Registrant's December 31,
2020 Form 10-K
40.41 Accordion Increase Agreement, dated as of April 13, 2020, by Incorporated by reference to Exhibit
and among Rayonier Inc., Rayonier TRS Holdings Inc., and
Rayonier Operating Company LLC, as borrowers, the several
banks, financial institutions and other institutional lenders
party thereto and CoBank, ACB as administrative agent,
swing line lender and issuing bank
10.6 to the Registrant’s March 31, 2020
Form 10-Q
10.42 Tax Protection Agreement, dated as of May 8, 2020, by and
Incorporated by reference to Exhibit
among Rayonier Inc., Rayonier, L.P. and Pope Resources, A 10.1 to the Registrant’s May 13, 2020
Delaware Limited Partnership
Form 8-K
10.43 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of April 1, 2020, executed
March 23, 2020*
Incorporated by reference to Exhibit
10.7 to the Registrant’s June 30, 2020
10-Q
10.44 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of May 8, 2020, executed
May 4, 2020*
10.45 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of May 8, 2020, executed
May 8, 2020*
10.46 Pope Resources 2005 Unit Incentive Plan*
Incorporated by reference to Exhibit
10.8 to the Registrant’s June 30, 2020
10-Q
Incorporated by reference to Exhibit
10.9 to the Registrant’s June 30, 2020
10-Q
Incorporated by reference to Exhibit 4.3
to the Registrant’s May 8, 2020
Registration Statement on Form S-8
10.47 Rayonier Investment and Savings Plan for Salaried
Employees effective March 1, 1994, amended and restated
effective March 1, 2022*
Incorporated by reference to Exhibit
10.1 to the Registrant’s March 31, 2022
Form 10-Q
10.48 Fifth Amendment, Incremental Term Loan Agreement and
Amendment to Guarantee Agreement, dated as of December
14, 2022, by and among Rayonier Inc., Rayonier TRS
Holdings Inc., Rayonier Operating Company LLC, and
Rayonier, L.P., as borrowers, the several banks, financial
institutions and other institutional lenders party thereto and
CoBank, ACB, as administrative agent
Incorporated by reference to Exhibit
10.1 to the Registrant’s December 14,
2022 Form 8-K
21.1 List of subsidiaries of Rayonier Inc
21.2 List of subsidiaries of Rayonier, L.P.
22.1 List of Guarantor Subsidiaries
Filed herewith
Filed herewith
Incorporated by reference to Exhibit
22.1 to the Registrant’s June 30, 2022
Form 10-Q
23.1 Rayonier Inc. - Consent of Ernst & Young LLP
23.2 Rayonier, L.P. - Consent of Ernst & Young LLP
24 Powers of attorney
31.1 Rayonier Inc. - Chief Executive Officer’s Certification
Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
Filed herewith
Filed herewith
Filed herewith
31.2 Rayonier Inc. - Chief Financial Officer’s Certification Pursuant
to Rule 13a-14(a)/15d-14-(a) and pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Filed herewith
Exhibit No.
Description
Location
31.3 Rayonier, L.P. - Chief Executive Officer’s Pursuant to Rule
13a-14(a)/15d-14(a) and pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Filed herewith
31.4 Rayonier, L.P - Chief Financial Officer’s Certification Pursuant
to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Filed herewith
32.1 Rayonier Inc. - Certification of Periodic Financial Reports
Under Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
32.2 Rayonier, L.P. - Certification of Periodic Financial Reports
Under Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
Filed herewith
101 The following financial information from Rayonier Inc. and
Rayonier, L.P.’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, formatted in Inline Extensible
Business Reporting Language (“iXBRL”), includes: (i) the
Consolidated Statements of Income and Comprehensive
Income for the Years Ended December 31, 2022, 2021 and
2020 of Rayonier Inc.; (ii) the Consolidated Balance Sheets
as of December 31, 2022 and 2021 of Rayonier Inc.; (iii) the
Consolidated Statements of Shareholders’ Equity for the
Years Ended December 31, 2022, 2021 and 2020 of Rayonier
Inc.; (iv) the Consolidated Statements of Cash Flows for the
Years Ended December 31, 2022, 2021 and 2020 of Rayonier
Inc.; (v) the Consolidated Statements of Income and
Comprehensive Income for the Years Ended December 31,
2022, 2021 and 2020 of Rayonier, L.P.; (vi) the Consolidated
Balance Sheets as of December 31, 2022 and 2021 of
Rayonier, L.P.; (vii) the Consolidated Statements of Changes
in Capital for the Years Ended December 31, 2022, 2021 and
2020 of Rayonier, L.P.; (viii) the Consolidated Statements of
Cash Flows for the Years Ended December 31, 2022, 2021
and 2020 of Rayonier, L.P..; and (ix) the Notes to the
Consolidated Financial Statements of Rayonier Inc. and
Rayonier, L.P.
104 The cover page from the Company’s Annual Report on Form
10-K from the fiscal year ended December 31, 2022,
formatted in Inline XBRL (included as Exhibit 101)
Filed herewith
* Management contract or compensatory plan.
** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of
Regulation S-K. The Company will furnish supplemental copies of any such schedules or attachments to the U.S.
Securities and Exchange Commission (the “SEC”) upon its request.
*** Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The company
agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
RAYONIER INC.
By: /s/ MARK MCHUGH
Mark McHugh
President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)
RAYONIER, L.P.
By: /s/ MARK MCHUGH
Mark McHugh
President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)
February 24, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of Rayonier Inc., for itself and in its capacity as General Partner of Rayonier, L.P., and in the
capacities and on the dates indicated. Exhibit 24 is incorporated by reference herein.
Signature
Title
Date
/s/ DAVID L. NUNES
Chief Executive Officer
February 24, 2023
David L. Nunes
(Principal Executive Officer)
/s/ MARK MCHUGH
President and Chief Financial Officer
February 24, 2023
Mark McHugh
(Principal Financial Officer)
/s/ APRIL TICE
Vice President and Chief Accounting Officer
February 24, 2023
April Tice
(Principal Accounting Officer)
*
Dod A. Fraser
*
Keith E. Bass
*
Ann C. Nelson
*
Scott R. Jones
*
V. Larkin Martin
*
Meridee A. Moore
*
Matthew J. Rivers
*
Andrew G. Wiltshire
*
Gregg A. Gonsalves
*By:
/s/ MARK R. BRIDWELL
Mark R. Bridwell
Attorney-In-Fact
Chairman of the Board
Director
Director
Director
Director
Director
Director
Director
Director
137
February 24, 2023
SUBSIDIARIES OF RAYONIER INC.
As of December 31, 2022
Name of Subsidiary
Matariki Forests
Matariki Forestry Group
Pope Resources, L.P.
Rayonier Forest Resources, L.P.
Rayonier, L.P.
Rayonier Operating Company Holding LLC
Rayonier Operating Company, LLC
Rayonier TRS Forest Operations, LLC
Rayonier TRS Holdings Inc.
Raydient LLC
EXHIBIT 21.1
State/Country of
Incorporation/
Organization
New Zealand
New Zealand
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
In accordance with Item 601(b)(21) of Regulation S–K, we have omitted some subsidiaries that, if considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2022 under Rule 1–02(w) of Regulation
S–X.
SUBSIDIARIES OF RAYONIER, L.P.
As of December 31, 2022
Name of Subsidiary
Matariki Forests
Matariki Forestry Group
Pope Resources, L.P.
Rayonier Forest Resources, L.P.
Rayonier Operating Company, LLC
Rayonier TRS Forest Operations, LLC
Rayonier TRS Holdings Inc.
Raydient LLC
EXHIBIT 21.2
State/Country of
Incorporation/
Organization
New Zealand
New Zealand
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
In accordance with Item 601(b)(21) of Regulation S–K, we have omitted some subsidiaries that, if considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2022 under Rule 1–02(w) of Regulation
S–X.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
1) Registration Statement (Form S-3 No. 333–268176) of Rayonier, Inc.,
2) Registration Statement (Form S-4 No. 333–114858) of Rayonier Inc.,
3) Registration Statement (Form S-8 No. 333–129175) pertaining to the Rayonier 1994 Incentive Stock
Plan,
4) Registration Statement (Form S-8 No. 333–129176) pertaining to the 2004 Rayonier Incentive Stock and
Management Bonus Plan,
5) Registration Statement (Form S-8 No. 333–152505) pertaining to the Rayonier Investment and Savings
Plan for Salaried Employees, and
6) Registration Statement (Form S-8 No. 333–238097) pertaining to the Pope Resources 2005 Unit
Incentive Plan;
of our reports dated February 24, 2023, with respect to the consolidated financial statements and schedule of
Rayonier Inc. and the effectiveness of internal control over financial reporting of Rayonier Inc. included in this
Annual Report (Form 10-K) of Rayonier Inc. for the year ended December 31, 2022.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 24, 2023
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
1) Registration Statement (Form S-3 No. 333–268176) of Rayonier, Inc.,
2) Registration Statement (Form S-4 No. 333–114858) of Rayonier Inc.,
3) Registration Statement (Form S-8 No. 333–129175) pertaining to the Rayonier 1994 Incentive Stock
Plan,
4) Registration Statement (Form S-8 No. 333–129176) pertaining to the 2004 Rayonier Incentive Stock and
Management Bonus Plan,
5) Registration Statement (Form S-8 No. 333–152505) pertaining to the Rayonier Investment and Savings
Plan for Salaried Employees, and
6) Registration Statement (Form S-8 No. 333–238097) pertaining to the Pope Resources 2005 Unit
Incentive Plan;
of our report dated February 24, 2023, with respect to the consolidated financial statements and schedule of
Rayonier, L.P. included in this Annual Report (Form 10-K) of Rayonier, L.P. for the year ended December 31, 2022.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 24, 2023
EXHIBIT 31.1
I, David L. Nunes, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 24, 2023
/S/ DAVID L. NUNES
David L. Nunes
Chief Executive Officer, Rayonier Inc.
EXHIBIT 31.2
I, Mark McHugh, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 24, 2023
/s/ MARK MCHUGH
Mark McHugh
President and
Chief Financial Officer, Rayonier Inc.
EXHIBIT 31.3
I, David L. Nunes, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier L.P.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 24, 2023
/S/ DAVID L. NUNES
David L. Nunes
Chief Executive Officer, Rayonier Inc.
EXHIBIT 31.4
I, Mark McHugh, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier L.P.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 24, 2023
/s/ MARK MCHUGH
Mark McHugh
President and
Chief Financial Officer, Rayonier Inc.
EXHIBIT 32.1
CERTIFICATION
The undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that
to our knowledge:
1.
2.
The Annual Report on Form 10-K of Rayonier Inc. (the “Company”) for the period ended December 31, 2022
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
The information in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 24, 2023
/s/ DAVID L. NUNES
David L. Nunes
Chief Executive Officer,
Rayonier Inc.
/s/ MARK MCHUGH
Mark McHugh
President and
Chief Financial Officer, Rayonier Inc.
A signed original of this written statement required by Section 906 has been provided to Rayonier and will be retained by
Rayonier and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION
The undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that
to our knowledge:
1.
2.
The Annual Report on Form 10-K of Rayonier, L.P. (the “Rayonier Operating Partnership”) for the period
ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
The information in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 24, 2023
/s/ DAVID L. NUNES
David L. Nunes
Chief Executive Officer,
Rayonier Inc.
/s/ MARK MCHUGH
Mark McHugh
President and
Chief Financial Officer, Rayonier Inc.
A signed original of this written statement required by Section 906 has been provided to Rayonier and will be retained by
Rayonier and furnished to the Securities and Exchange Commission or its staff upon request.
Rayonier Inc. 2022
Board of Directors
Dod A. Fraser [A, C]
Chairman of the Board
President,
Sackett Partners
David L. Nunes
Chief Executive Officer,
Rayonier Inc.
Keith E. Bass [C]
CEO, Mattamy Homes
US; Managing Partner,
Mill Creek Capital LLC
Gregg A. Gonsalves [A, C]
Advisory Partner,
Integrated Capital LLC
Scott R. Jones [C, N]
Retired, President,
Forest Capital Partners
V. Larkin Martin [C, N]
Managing Partner,
Martin Farm;
Vice President,
The Albemarle Corporation Watershed Asset
Meridee A. Moore [A, N]
Senior Managing
Member and Chief
Investment Officer,
Management, LLC
Ann C. Nelson [A, C]
Retired, Lead Audit
Partner, KPMG LLP
Matthew J. Rivers [A, N]
Part-time Forestry Advisor,
Drax Group
Andrew G. Wiltshire [A, N]
Founding Partner,
Folium Capital LLC;
Principal in the management and
governance of a private orchard,
farming, and forestry company
located in New Zealand
BOARD COMMITTEES: [A] Audit [C] Compensation and Management Development [N] Nominating and Corporate Governance
Executive Officers
David L. Nunes
Chief Executive Officer
Mark D. McHugh
President and Chief
Financial Officer
Douglas M. Long
Executive Vice President
and Chief Resource Officer
Christopher T. Corr
Senior Vice President,
Real Estate Development
Mark R. Bridwell
Senior Vice President,
General Counsel and
Corporate Secretary
W. Rhett Rogers
Senior Vice President,
Portfolio Management
Shelby L. Pyatt
Senior Vice President,
Human Resources and
Information Technology
April J. Tice
Vice President,
Chief Accounting Officer
Corporate Information
Corporate Headquarters
Rayonier Inc.
1 Rayonier Way
Wildlight, FL 32097
904.357.9100
www.rayonier.com
Investor and Media Relations
Collin P. Mings
Vice President, Capital
Markets and Strategic Planning
Form 10-K
Additional copies of this report and Rayonier’s
report on Form 10-K are available without
charge upon written request to:
Rayonier Inc.
Investor Relations
1 Rayonier Way
Wildlight, FL 32097
Independent Registered
Public Accounting Firm
Ernst & Young, LLP
12926 Gran Bay Parkway West
Suite 500
Jacksonville, FL 32258
Stock Information
Listed: New York Stock Exchange
Symbol: RYN
CUSIP: 754 907 103
Transfer Agent
and Registrar
Rayonier Inc.
c/o Computershare
P.O. Box 43006
Providence, RI 02940-3006
800.659.0158 (U.S.)
201.680.6587 (International)
www.computershare.com/investor
Rayonier Inc.
1 Rayonier Way
Wildlight, Florida 32097
www.sfiprogram.org