2024
Annual Report
Adjusted EBITDA(b)
(Dollars in millions)
Total Harvest
(Tons in millions)
CAD(b)
(Dollars in millions)
01
FINANCIAL HIGHLIGHTS:
(Dollars in millions)
2024
2023
2022
Sales & Earnings
Sales
$ 1,263.0
$ 1,056.9
$ 909.1
Pro Forma Revenue (Sales)(a)
768.0
814.7
878.6
Operating Income
402.5
211.3
165.8
Pro Forma Operating Income(a)
114.1
108.5
138.5
Net Income attributable to Rayonier, L.P.
364.0
176.4
109.5
Net Income attributable to Rayonier Inc.
359.1
173.5
107.1
Pro Forma Net Income(a)
69.9
53.5
91.5
Adjusted EBITDA By Segment (b)
Southern Timber
$ 151.3
$ 156.2
$ 156.9
Pacific Northwest Timber
25.4
27.9
63.9
New Zealand Timber
53.8
50.0
54.5
Real Estate
106.8
99.3
72.7
Trading
(0.1)
0.5
0.4
(–) Corporate/Other
(38.4)
(37.4)
(34.2)
Total Adjusted EBITDA
$ 298.8
$ 296.5
$ 314.2
Cash Flow
Cash provided by Operating Activities
$ 261.6
$ 298.4
$ 269.2
Cash Available for Distribution(b)
183.7
163.9
191.5
Debt & Debt Ratios
Debt(c)
$ 1,114.8
$ 1,372.7
$1,523.1
Cash and cash equivalents
323.2
207.7
114.3
Net Debt
791.6
1,165.0
1,408.8
Net Debt to Enterprise Value(d)
17%
19%
22%
(a) These non-GAAP measures are defined and reconciled on page 13.
(b) Adjusted EBITDA and Cash Available for Distribution (CAD) are non-GAAP measures defined and reconciled on pages 52–55 within this Annual Report on
Form 10-K.
(c) Total debt as of December 31, 2024, 2023, and 2022 reflects the principal on long-term debt, net of fair market value adjustments and gross of deferred
financing costs and unamortized discounts of $5.6, $6.9, and $8.4 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.
Specifically, we’ve seen significantly increased interest
in our lands for various land-based solutions—including
solar, carbon capture and storage (CCS), and carbon
projects—as well as higher-and-better-use (HBU) real
estate opportunities. As these trends reshape our
industry, they’re also reshaping how we think about
our portfolio. Increasingly, we’ve come to see ourselves
as not just a timber company, but as a land resources
company—focused on enhancing the value of our land
portfolio in a multitude of different ways in addition to
our core forestry operations.
Since stepping into the CEO role in April 2024, I’ve been
encouraged by how our organization has embraced
this new vision and has worked to capitalize on these bur-
geoning opportunities across our land base. We believe
there is significant value creation potential—both for our
shareholders and other stakeholders—in optimizing
land use across our portfolio, and our organization is
energized to realize this potential.
I’ve also been pleased with the exceptional job our
team has done in “controlling the controllables” to
improve our financial performance, execute on key
strategic priorities, and realign resources to capitalize
on new growth opportunities. Over the past year, our
team has navigated challenging timber markets to
deliver strong 2024 financial results, executed on an
ambitious asset disposition and capital structure
realignment plan to enhance shareholder value, and
committed significant time and energy toward advancing
our land-based solutions and real estate development
platforms. While the current economic backdrop
remains challenging and uncertain, our team remains
intently focused on creating long-term value for our
shareholders throughout the economic cycle.
DEAR FELLOW SHAREHOLDERS:
During our Investor Day in February 2024, we communicated a new vision for Rayonier: To
realize the full potential of our land resources in meeting the needs of society. In recent years,
we’ve seen the value creation possibilities within our portfolio expand well beyond our
traditional forestry operations.
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2024 Annual Report
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2024 Annual Report
2024 IN REVIEW—NAVIGATING HEADWINDS WHILE
BUILDING A FOUNDATION FOR FUTURE GROWTH
Full-year 2024 net income attributable to Rayonier was $359 million, or
$2.39 per share, which included the impact from Large Dispositions, net
recoveries associated with legal settlements, a gain from the termination of
a cash flow hedge, a pension settlement charge, costs related to disposition
initiatives, and organizational restructuring charges. Excluding these items
and adjusting for pro forma net income adjustments attributable to non-
controlling interests in the operating partnership, full-year pro forma net
income was $70 million, or $0.47 per share, which compares to pro forma
net income of $54 million, or $0.36 per share, in 2023.
We were pleased to finish the year with strong fourth quarter financial
results, which allowed us to deliver full-year 2024 Adjusted EBITDA of $299
million—up slightly from the prior year total of $297 million, despite significant
disposition activity in 2023 and 2024. Full-year Cash Available for Distribution
(CAD) was $184 million, representing a 12% increase from the $164 million of
CAD we generated in 2023, due in part to the CAD accretion realized through
our asset disposition and capital structure realignment plan.
Despite modestly improved overall financial performance in 2024, we con-
tended with significant headwinds in our timber operations throughout
the year. In our Southern Timber segment, weighted-average stumpage
realizations declined 5% versus the prior year, primarily due to weaker
sawmill demand and the impact of hurricane salvage volume. In our Pacific
Northwest Timber segment, average delivered prices for domestic sawtimber
declined 8% versus the prior year, primarily due to weaker sawmill demand
and reduced export market tension. In addition to pricing declines, we also
saw reduced harvest volumes in both U.S. timber segments due to our
recent disposition activity. Meanwhile, in our New Zealand Timber segment,
export sawtimber prices increased slightly versus the prior year, but these
gains were more than offset by increased shipping costs.
Amid these headwinds across our timber operations, our team demon-
strated remarkable agility in optimizing our financial performance through
non-timber revenue sources and real estate opportunities. For example, in
our Southern Timber segment, we generated a significant increase (+36%)
in non-timber revenue, driven by increased pipeline easement activity and
growth in our land-based solutions business. In addition, our Real Estate
segment generated one of its strongest Adjusted EBITDA results in the last
decade ($107 million), driven in part by exceptional results in rural land sales
(~12,300 acres sold at ~$5,900 average price per acre) as well as a significant
unimproved development transaction (~1,100 acres sold at ~$11,000 per
acre). Overall, our success in realizing value through non-timber and real
estate activities more than offset the declines in timber pricing and harvest
volumes that we experienced throughout the year.
Recently, we also made the difficult but necessary decision to reorganize our
U.S. workforce following recent disposition activity. After a careful review of
our overhead costs, strategic priorities, and overall market conditions, we
implemented an organizational restructuring in early 2025, which resulted in a
roughly 10% reduction in our U.S. workforce. In addition to eliminating certain
roles and enhancing efficiencies across the organization, this restructuring
also allowed us to reallocate resources to support strategic growth initiatives.
05
While these decisions were difficult, we believe they will translate to a
more focused, efficient, and resilient organization going forward.
In sum, while market conditions were difficult throughout the year, I’m proud
of how our team rose to the challenge—working diligently to optimize our
financial performance while also advancing several important strategic initia-
tives (as further discussed below). Looking ahead, we remain optimistic that
an undersupplied U.S. housing market and an expected recovery in repair
and remodel demand will translate to improving end market conditions in our
timber business. Further, we anticipate that potential constraints on the
supply of Canadian lumber into the U.S. market from continued production
cuts, higher duty rates, and the prospect of new tariffs may likewise translate
to improving operating conditions for U.S. sawmills and timberlands.
Above all, following the steps we’ve taken to strengthen our balance sheet,
streamline our organization, and reposition the company for future growth,
I’m confident that Rayonier is ready to capitalize on whatever opportuni-
ties and weather whatever challenges lie ahead.
SUCCESSFUL EXECUTION OF ASSET DISPOSITION
AND CAPITAL STRUCTURE REALIGNMENT PLAN
Plan Inception and Initial Disposition Announcement
In November 2023, we announced an asset disposition and capital structure
realignment plan targeting $1 billion of select asset sales over 18 months.
This plan was designed to reduce our leverage amid a higher interest rate
environment, capitalize on the significant disparity between private market
timberland values and our public market valuation, and return meaningful
capital to our shareholders. Concurrent with the announcement of the
plan, we also announced the first step toward effectuating the plan—the
sale of ~55,000 acres in Oregon for $242 million. This transaction closed in
December 2023, which allowed us to repay $150 million of debt (our only
floating-rate debt at the time) and fund a $30 million ($0.20 per share) spe-
cial dividend to our shareholders in January 2024.
Significant Additional Progress Achieved in 2024
In the fourth quarter of 2024, we completed the sale of an additional ~200,000
acres through four separate transactions for an aggregate purchase price of
$495 million. These properties, which consisted of ~91,000 acres in
Southeast Oklahoma and ~109,000 acres on the Olympic Peninsula in
Northwest Washington, were identified as less strategic assets within our
portfolio based on their geographic remoteness and limited optionality
relative to our core holdings. The disposition of these assets generated
significant proceeds for deleveraging and return of capital to shareholders,
while also improving the overall quality of our residual portfolio. During
2024, we repaid an additional $250 million of debt with proceeds from our
disposition program.
In connection with the 2024 dispositions, we also announced a $1.80 per
share special dividend in December, which was paid in January 2025. This
special dividend was paid 25% in cash and 75% in stock. By using both cash
and shares to comply with our REIT taxable income distribution require-
ments, we retained significant financial flexibility to further reduce leverage,
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2024 Annual Report
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2024 Annual Report
execute on share repurchases, or fund other future
capital allocation priorities. To this end, we completed
share repurchases of $15 million during the fourth
quarter. In total, through the end of 2024, we had
returned over $110 million to shareholders via cash
special dividends and share repurchases since we
announced the plan.
Announced Sale of New Zealand
Joint Venture Interest
In March 2025, we announced an agreement to sell
our interest in the New Zealand joint venture to The
Rohatyn Group (TRG), an investment firm specializing
in emerging markets and real assets, for $710 million
(subject to net debt, working capital, and other adjust-
ments). We expect the sale to close during 2025, after
which Rayonier will become exclusively focused on its
U.S. operations.
Our decision to exit New Zealand was not made lightly.
Rayonier’s presence in New Zealand dates back to 1988,
when the company first set up an export operation in
the region. Over time, the value of our New Zealand
portfolio has appreciated considerably, and the joint
venture has contributed meaningfully to Rayonier’s
growth and success. That said, the New Zealand business
lacks meaningful synergies with our core U.S. opera-
tions, and we further believe that the value of this
business hasn’t been fully appreciated in the public
markets. Thus, we ultimately determined that it would
be best for Rayonier to focus its efforts and growth
strategy within the United States and that the New
Zealand joint venture would be better positioned to
unlock growth opportunities with a new owner and
capital partner going forward. To this end, we’re pleased
to transfer the stewardship of this business to TRG, a
well-regarded manager of forestry assets in the region.
Overall Achievement of Plan Objectives
With the announcement of the New Zealand transaction,
we have now completed and/or announced pending
dispositions totaling $1.45 billion—significantly
exceeding our original $1 billion target. By successfully
executing on the asset disposition and capital struc-
ture realignment plan, we’ve strengthened our financial
position, reduced our leverage, streamlined our port-
folio, capitalized on the disparity between private
market timberland values and our public market
valuation, and better positioned Rayonier for future
growth and shareholder value creation.
As of year-end 2024, we had reduced our net debt to
Adjusted EBITDA ratio to below 3.0x—consistent with
our enhanced leverage target—while also divesting
assets in a manner that has been accretive to both CAD
and NAV per share. Notably, the U.S. dispositions com-
pleted to date have transacted at a weighted-average
09
multiple of 44x Timber EBITDA (3-year average), while
the New Zealand sale implies a multiple of 30x Timber
EBITDA (3-year average excl. Carbon). These multiples
are substantially above Rayonier’s current trading
multiple, demonstrating the significant arbitrage
opportunity that we’ve been able to capture between
public and private timberland values through our
execution of the plan. Once the New Zealand sale is
complete, we plan to return additional capital to
shareholders through another special dividend, while
also retaining significant flexibility to further reduce
leverage, repurchase shares, and/or reinvest in syn-
ergistic acquisitions.
GROWING CONTRIBUTION
FROM LAND-BASED SOLUTIONS
Growing our land-based solutions business is a key
strategic priority for Rayonier, and we are encouraged
by the financial contributions from this business that
are beginning to materialize. In 2024, we realized $15
million of revenue from land-based solutions, up from
$5 million in 2023. We also meaningfully increased
our acres under option for solar development and our
acres under lease for carbon capture and storage. We
continue to expect that our land-based solutions busi-
ness will drive meaningful cash flow growth in the years
ahead, with the primary contributors being solar land
leases, CCS pore space leases, and the sale of carbon
credits in the voluntary carbon market (VCM).
Solar: We remain optimistic about the expanded role
that utility solar will play in meeting the need for
cost-effective renewable energy, particularly amid the
continued growth in artificial intelligence and data
center demand. U.S. utility solar developers are pro-
jected to add ~30-35 GW of electricity generating capacity
annually through 2030, which implies an annual land
need of ~200,000-250,000 acres (based on ~7 acres of
land per MW of generating capacity). With many of
these capacity additions expected to take place in the
U.S. South, we believe this presents a significant
opportunity for large landowners like Rayonier. We
finished 2024 with ~39,000 acres under option for solar
development, up from ~27,000 acres at year-end 2023.
This was below the 50,000-acre target we communi-
cated at our Investor Day in February 2024, as queue
reforms introduced by the Federal Energy Regulatory
Commission (FERC) have led to more extensive front-end
due diligence and longer lead times for proposed
solar projects, which have likewise slowed the pace
of new option agreements. The FERC queue reforms
were designed to ensure that the interconnection
queue only includes projects that are likely to be built.
As such, we view these reforms as a long-term positive
that should result in a higher-quality solar option pipe-
line, a more efficient use of resources, and a higher
option-to-lease conversion rate than the 25-40% we
contemplated a year ago. Overall, we remain encouraged by the value creation
potential from utility solar development within our portfolio.
Carbon Capture & Storage: In December 2024, we announced a new pore space
easement agreement with an affiliate of Reliant Carbon Capture and Storage
covering ~104,000 acres in Alabama. As a result, we had ~154,000 acres
under CCS lease as of year-end 2024, up from ~26,000 acres at year-end
2023, and our team continues to advance discussions with several
high-quality counterparties regarding additional CCS lease opportunities.
Fortunately, significant portions of our land base are well positioned to offer
an attractive combination of: (1) geological storage capacity, (2) proximity to
high-purity emissions sources, and (3) access to pipeline infrastructure—the
three key ingredients for cost-effective CCS development. As such, we
remain optimistic that our current and potential future CCS leases will ulti-
mately support carbon injection activity and thereby drive meaningful cash
flow growth to augment our core timber operations over time. Nevertheless,
we also acknowledge that the economics of many CCS projects are heav-
ily dependent on government subsidies, and the timing of such projects
are subject to lengthy permitting timelines—both of which could constrain
the near-term financial upside from CCS opportunities.
Carbon Markets: Demand for carbon offsets in the voluntary carbon market
continues to grow at a rapid pace, and we expect that this growth will con-
tinue as we move towards 2030, which is a key milestone date for corporate
net-zero commitments. Moreover, we’re encouraged by multi-stakeholder
initiatives to achieve greater standardization and integrity around nature-
based carbon offsets, which should further aid in the development of
this market. To date, Rayonier has not yet undertaken a VCM project, as
the economics haven’t been sufficiently compelling given the relatively
strong timber markets where we operate. However, we continue to
advance several pilot projects and expect to be more active in this market
as it matures and as the pricing for nature-based offsets becomes more
competitive with traditional forest management in our markets.
CONTINUED MOMENTUM ACROSS
OUR REAL ESTATE PLATFORM
Our Real Estate business continued to build momentum in 2024, despite the
elevated interest rate environment. Our team delivered exceptional full-year
results (Adjusted EBITDA of $107 million), capped off by a fourth quarter in
which we closed on $70 million of real estate transactions (excluding Large
Dispositions) at a weighted average price per acre of ~$7,200 (excluding
Large Dispositions and Improved Development). I continue to be impressed
with our team’s relentless focus on value maximization and premium real-
ization within our HBU land sales business. Over the past decade, we’ve
seen a significant uptick in both our average HBU sales price per acre
(2015-17: $2,763 → 2021-24: $4,468) and the implied premium above the
NCREIF South average timberland value per acre (2015-17: 55% → 2021-24:
117%). Our ability to continuously realize significant premiums above
timberland values on our HBU land sales contributes meaningfully to
the overall return profile of our land portfolio and represents a significant
competitive advantage for Rayonier.
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2024 Annual Report
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2024 Annual Report
In addition to the strong gains we’ve seen in our tradi-
tional HBU land sales business, we’ve also continued
to build out a robust pipeline of higher-value improved
development opportunities. Notably, both our Wildlight
project north of Jacksonville, FL and our Heartwood
project south of Savannah, GA each surpassed $100
million of project-to-date revenues in 2024. While
this is a significant milestone for each of these proj-
ects, what’s even more exciting is the lengthy runway
we see for future growth. We own ~17,000 entitled
acres within our Wildlight project and ~9,700 entitled
acres within our Heartwood project. Collectively,
these land-use entitlements provide for ~37,000
residential dwelling units and ~44 million square
feet of commercial uses. Thus, while we’re encouraged
by the progress to date on both projects, we’re
even more optimistic about the long-term value
creation potential that can be achieved as these
projects continue to mature and catalyze demand for
our adjacent landholdings. We continue to expect that
our bare land value realizations (net of development
costs) will exceed $25,000 per acre in our improved
development projects, which represents a compelling
opportunity given the scale of our landholdings in
these areas.
In sum, we believe the trajectory for both our tradi-
tional HBU land sales business and our improved
development business remains quite favorable given
our differentiated platform and our demonstrated
track record of unlocking real estate value across our
land base.
SEAMLESS LEADERSHIP
TRANSITION PROCESS
As I reflect on the past year, I would be remiss to not
also acknowledge the many contributions of our
former CEO, Dave Nunes. Dave’s thoughtful and
principled stewardship of Rayonier following the
spin-off of the company’s manufacturing business in
2014, as well as his mentorship of our entire leadership
team over the past decade, has left us well positioned
as we enter this next chapter.
I also want to acknowledge the efforts of our Board in
overseeing Rayonier’s leadership transition process
over the past two years. Our former Board Chair, Dod
Fraser; our new Board Chair, Scott Jones; Dave; and
the entire Board of Rayonier were all strongly com-
mitted to ensuring a seamless and successful transition
process for both the CEO and Chair roles. Due in large
part to their collective efforts and commitment, we
were able to minimize distractions to the organization
and remain intently focused on executing our business
plan and advancing important strategic initiatives
throughout this process.
CLOSING THOUGHTS
In sum, 2024 proved to be a transformative year for
Rayonier. We not only outlined an ambitious new
vision for the company, but we took bold actions to
reorganize our business so that we could more effec-
tively pursue this new vision. Following the anticipated
completion of our New Zealand disposition, Rayonier’s
assets will be largely concentrated in top-tier U.S. mar-
kets. In addition, ~85% of our acreage will be in the U.S.
South—the region with the most upside potential in
real estate / HBU and land-based solutions. We expect
to finish 2025 with a modestly smaller but much more
streamlined and synergistic asset base that’s uniquely
well positioned to capture outsized growth in cash
flows and shareholder value over the long term.
While near-term timber market conditions remain
challenging and uncertain, I’ve never been more
excited and optimistic about the long-term growth
opportunities and value creation potential that we see
ahead for our portfolio. I feel honored that our Board
has entrusted me to lead Rayonier at this exciting and
pivotal time for the company, and I’m thankful for their
continued guidance and support as we work together
to position Rayonier for sustainable, long-term growth
and success.
On behalf of Rayonier’s senior leadership team and
Board of Directors, I want to thank our entire team for
their dedication and hard work in managing through a
challenging but extraordinarily productive and conse-
quential year for the company. I would also like to thank
our shareholders for your continued support and trust
in our stewardship of your investment in Rayonier. As
always, we welcome your input and feedback.
Sincerely,
Mark McHugh
President and Chief Executive Officer
13
(Dollars in millions, except per-share amounts)
2024
2023
2022
PRO FORMA REVENUE (SALES)(a)
Sales
$ 1,263.0
$ 1,056.9
$ 909.1
Large Dispositions(b)
(495.0)
(242.2)
(30.5)
Pro Forma Revenue (Sales)
$ 768.0
$ 814.7
$ 878.6
PRO FORMA OPERATING INCOME (c)
Operating Income
$ 402.5
$ 211.3
$ 165.8
Costs related to disposition initiatives(d)
1.6
—
—
Restructuring charges(e)
1.1
—
—
Timber write-offs resulting from casualty events(f)
—
2.3
0.7
Gain associated with the multi-family apartment
complex sale attributable to NCI(g)
—
—
(11.5)
Large Dispositions(b)
(291.1)
(105.1)
(16.6)
Pro Forma Operating Income
$ 114.1
$ 108.5
$ 138.5
PRO FORMA NET INCOME(h)
Per
diluted
share
Per
diluted
share
Per
diluted
share
Net Income attributable to Rayonier Inc.
$ 359.1
$
2.39
$ 173.5
$
1.17
$ 107.1
$
0.73
Large Dispositions(b)
(291.1)
(1.91)
(105.1)
(0.70)
(16.6)
(0.11)
Net recovery on legal settlements(i)
(8.0)
(0.05)
(20.7)
(0.14)
—
—
Gain from terminated cash flow hedge(j)
(1.6)
(0.01)
—
—
—
—
Pension settlement charges, net of tax(k)
4.8
0.03
2.0
0.01
—
—
Costs related to disposition initiatives(d)
1.6
0.01
—
—
—
—
Restructuring charges(e)
1.1
0.01
—
—
—
—
Timber write-offs resulting from casualty events(f)
—
—
2.3
0.02
0.7
—
Pro forma net income adjustments attributable to
noncontrolling interests(l)
3.9
—
1.5
—
0.3
—
Pro Forma Net Income
$
69.9
$0.47
$
53.5
$
0.36
$
91.5
$
0.62
(a) “Pro forma revenue (sales)” is defined as revenue (sales) adjusted for 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.
(b) “Large Dispositions” are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium
relative to timberland value.
(c) “Pro forma operating income” is defined as operating income adjusted for costs related to disposition initiatives, restructuring charges, timber write-offs resulting from casualty
events, the gain associated with the multi-family apartment complex sale attributable to noncontrolling interests, 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.
(d) “Costs related to disposition initiatives” include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was
announced in November 2023.
(e) “Restructuring charges” include severance costs related to workforce optimization initiatives.
(f) “Timber write-offs resulting from casualty events” includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be
salvaged.
(g) “Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests” represents the gain recognized in connection with the sale of property
by the Bainbridge Landing joint venture attributable to noncontrolling interests.
(h) “Pro forma net income” is defined as net income attributable to Rayonier Inc. adjusted for its proportionate share of the net recoveries associated with legal settlements, costs
related to disposition initiatives, restructuring charges, gain from terminated cash flow hedge, pension settlement charges, 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.
(i) “Net recovery on legal settlements” reflects the net gain from litigation regarding insurance claims.
(j) “Gain from terminated cash flow hedge” is the mark to market gain recognized in earnings when the hedged cash flows will no longer occur.
(k) “Pension settlement charges, net of tax” reflects the net loss recognized in connection with the termination and settlement of the Company’s pension plans.
(l) “Pro Forma net income adjustments attributable to noncontrolling interests” are the proportionate share of pro forma items that are attributable to noncontrolling interests.
RECONCILIATION OF
NON-GAAP MEASURES
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2024 Annual Report
• Acreage: 308,000
• Sustainable Yield:
0.9–1.05mm tons
• Planted/Plantable: 78%
• Average Site Index(2): 109 feet
U.S. Pacific
Northwest
• Acreage: 1.75mm
• Sustainable Yield:
6.5–6.9mm tons
• Planted/Plantable: 67%
• Average Site Index(1): 74 feet
U.S. South
HARVEST VOLUME
(Tons in thousands)
HARVEST VOLUME
(Tons in thousands)
ADJUSTED EBITDA
(Dollars in millions)
ADJUSTED EBITDA
(Dollars in millions)
ADJ. EBITDA/TON
(Dollars per ton)
ADJ. EBITDA/TON
(Dollars per ton)
RAYONIER TIMBERLAND
ACREAGE* TOTAL:
2.5 MILLION ACRES
* Acreage as of 12/31/2024
(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.
15
• 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
Real Estate
ACRES SOLD(4)
(Acres in thousands)
ADJUSTED EBITDA
(Dollars in millions)
PRICE/ACRE(5)
(Dollars per acre)
• Acreage: 412,000
• Sustainable Yield:
2.4–2.7mm tons
• Planted/Plantable: 70%
• Average Site Index(3): 95 feet
New Zealand
HARVEST VOLUME
(Tons in thousands)
ADJUSTED EBITDA
(Dollars in millions)
ADJ. EBITDA/TON
(Dollars per ton)
1.75MM Acres
U.S. South
308,000 Acres
U.S. Pacific Northwest
412,000 Acres
New Zealand
(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 and Improved Development.
16
2024 Annual Report
REALIZING THE FULL POTENTIAL
OF OUR LAND RESOURCES
COMMITTED TO CURRENT
AND FUTURE GENERATIONS
Our long-term success as a company depends
on the environmental and economic sustain-
ability of our working forests. We recognize
the importance of investing in our people and
the local communities in which we operate.
We strive to be the employer of choice in the
forestry sector, as well as an active and engaged
member of our local communities.
Form 10-K
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, 2024
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
1-6780
13-2607329
(State or other Jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
Rayonier, L.P.
(Exact name of registrant as specified in its charter)
Delaware
333-237246
91-1313292
(State or other Jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
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
Trading Symbol
Exchange
Common Shares, no par value, of Rayonier Inc.
RYN
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Rayonier Inc.
Yes ☒
No □
Rayonier, L.P.
Yes ☒
No □
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.
Yes □
No ☒
Rayonier, L.P.
Yes □
No ☒
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.
Rayonier Inc.
Yes ☒
No □
Rayonier, L.P.
Yes ☒
No □
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).
Rayonier Inc.
Yes ☒
No □
Rayonier, L.P.
Yes ☒
No □
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.
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
☐
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. ☐
Rayonier, L.P. ☐
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.
Yes ☒
No □
Rayonier, L.P.
Yes ☐
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.
Yes ☐
No ☒
Rayonier, L.P.
Yes ☐
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.
Yes ☐
No ☒
Rayonier, L.P.
Yes ☐
No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Rayonier Inc.
Yes ☐
No ☒
Rayonier, L.P.
Yes ☐
No ☒
The aggregate market value of the Common Shares of the registrant held by non-affiliates at the close of business on June 28, 2024 was $4,309,194,886
based on the closing sale price as reported on the New York Stock Exchange.
As of February 14, 2025, Rayonier Inc. had 156,097,626 Common Shares outstanding. As of February 14, 2025, Rayonier, L.P. had 2,087,450 Units
outstanding.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the 2025 annual meeting of
the shareholders of the registrant scheduled to be held May 15, 2025, are incorporated by reference in Part III hereof.
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.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2024 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, 2024, the Company owned a 98.7% interest in the Operating Partnership, with the
remaining 1.3% interest owned by limited partners of the Operating Partnership. As the sole general partner of the
•
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 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.
To help investors understand the significant differences between the Company and the Operating Partnership,
this report includes:
TABLE OF CONTENTS
Item
Page
PART I
1.
Business ...............................................................................................................................................................
1
1A.
Risk Factors .........................................................................................................................................................
18
1B.
Unresolved Staff Comments .............................................................................................................................
25
1C.
Cybersecurity.......................................................................................................................................................
25
2.
Properties .............................................................................................................................................................
27
3.
Legal Proceedings ..............................................................................................................................................
30
4.
Mine Safety Disclosures ....................................................................................................................................
30
PART II
5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities..................................................................................................................................................
31
6.
[Reserved] ............................................................................................................................................................
33
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ..................
34
7A.
Quantitative and Qualitative Disclosures about Market Risk .......................................................................
56
8.
Financial Statements and Supplementary Data.............................................................................................
58
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................
129
9A.
Controls and Procedures ...................................................................................................................................
129
9B.
Other Information ................................................................................................................................................
130
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .......................................................
130
PART III
10.
Directors, Executive Officers and Corporate Governance ...........................................................................
131
11.
Executive Compensation ...................................................................................................................................
131
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ..................................................................................................................................................................
131
13.
Certain Relationships and Related Transactions, and Director Independence ........................................
131
14.
Principal Accountant Fees and Services.........................................................................................................
131
PART IV
15.
Exhibits and Financial Statement Schedules .................................................................................................
132
16.
Form 10-K Summary ..........................................................................................................................................
132
i
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, 2024, we owned, leased or managed approximately 2.5 million acres of timberland and real estate
located in the U.S. South (1.75 million acres), U.S. Pacific Northwest (308,000 acres) and New Zealand (412,000
gross acres, or 287,000 net plantable acres). In addition, we engage in the trading of logs to Pacific Rim markets,
predominantly from New Zealand to support our New Zealand export operations. 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”).
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, 2024, Rayonier owns a 98.7% 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, 2024 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.
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.
1
•
Only Pure-Play Timberland REIT. We are the only publicly traded “pure-play” timberland REIT, providing our
investors with a focused, large-scale timberland investment vehicle. We are differentiated from other
timberland REITs in that we do not own any manufacturing assets, which reduces volatility in our earnings
and cash flow, and also enhances our ability to make nimble operational and portfolio management
decisions to maximize shareholder value.
•
Scale in Premier Softwood Timber Markets. Our timberland holdings are strategically located in core
softwood producing regions, many of which have favorable supply-demand dynamics that translate to
superior cash flow generation per acre and per ton compared to industry benchmarks and other timberland
owners. 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 operations, which
provide demand for both pulpwood and higher-value sawtimber products. Our Pacific Northwest and New
Zealand timberlands benefit from strong domestic sawmill markets as well as access to nearby ports to
capitalize on exports to Pacific Rim markets.
•
Well-Positioned to Provide Land-Based Solutions. Our timberland portfolio is well-positioned to provide
land-based solutions to support the transition to a low-carbon economy. Specifically, we expect increased
demand for (1) alternative and/or additional land uses, such as solar farms, wind farms, and carbon capture
and storage; (2) carbon offsets generated from the carbon sequestered through tree growth; and (3) wood
fiber for bioenergy and biofuel applications. In particular, the location, scale, and geologic attributes of our
assets in the U.S. South provide us with a competitive advantage in providing superior solutions for solar
energy and carbon capture and storage. Select lands in our portfolio are also suitable for wind energy
applications. We currently have solar and carbon capture and storage leases in place with high-caliber
counterparties, and we expect these and other new revenue streams associated with land-based solutions
to grow in the future.
•
Carbon Sequestration and Other Environmental Benefits of Our Forests. We expect that the environmental
attributes of our forestry assets will play an increasingly important role in creating value over time. Our
timberlands absorb significantly more carbon than we emit in our operations and position us to capitalize on
the increasing demand for carbon solutions by companies, governments, and investors. Our trees not only
remove carbon from the atmosphere through photosynthesis while growing, but after harvesting, a
significant portion of the carbon removed from our forests remains stored for an extended period of time
within the wood products produced from our timber. Further, our forests provide other environmental
benefits—such as supporting clean air, water and wildlife habitat—all while being sustainably managed
through continuous cycles of growth and harvest.
•
Proven Real Estate Platform with Development Capabilities. We have an established track record of
identifying and selling rural and recreational HBU properties across our portfolio at significant premiums to
timberland values. We also have built differentiated in-house real estate development capabilities to pursue
land-use entitlements and selective investments in infrastructure that create significantly higher developed
real estate values on holdings near expanding urban areas. Our current real estate development activity
primarily consists of two distinct projects—one north of Jacksonville, Florida and another south of
Savannah, Georgia. In addition to these active projects, we have a multi-year pipeline of real estate
development opportunities in Florida, Georgia, and Washington.
•
Advantageous Structure and Conservative 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. We believe that our access to the
public capital markets, advantageous REIT structure, and commitment to a conservative capitalization
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:
2
provide us with a competitive cost of capital as well as the financial flexibility to execute a nimble capital
allocation strategy with a view towards building long-term value per share.
OUR STRATEGY
Our business strategy consists of the following key elements:
•
Own High-Quality Timberlands, Managed with a Long-Term Mindset. We generate recurring income and
cash flow primarily from the harvest and sale of timber. We carefully manage our timberlands to maximize
net present value over the long term by achieving an optimal balance among biological timber growth, cash
flow generation from harvesting activities, and responsible environmental stewardship. Our timber
harvesting strategy is designed to produce a long-term, sustainable yield, which in turn contributes to
relatively stable cash flows and timber inventory over time. We generally target annual harvest levels in line
with our sustainable yield by segment, although we may adjust harvest levels periodically as a result of age-
class variations in our portfolio or in response to market conditions.
•
Active Portfolio Management. We seek to continually upgrade our portfolio through selective acquisitions
and dispositions in an effort to concentrate our timberland holdings in markets with the strongest cash flow
attributes and most favorable long-term growth prospects. Our strategy relies upon intensive analysis of
supply and demand within localized timber markets, careful due diligence of regional timber inventory and
site productivity, and comprehensive evaluation of potential HBU and land-based solutions upside. We seek
to optimize our risk-adjusted returns by making calculated buy and sell decisions based on objective
underwriting criteria and rigorous adherence to strategic and financial metrics. We further seek to mitigate
risk and capitalize on synergy opportunities by focusing our acquisition efforts in areas where we have
existing operations and proprietary market knowledge.
•
Optimize Portfolio Value Through Differentiated Real Estate Platform. We continuously evaluate the highest
and best use of our lands and seek to capitalize on identified opportunities through strategies uniquely
tailored to maximize the value of our lands. Our real estate platform focuses on identifying and executing
rural and recreational HBU property sales at significant premiums to our timberland hold value. In addition,
we selectively pursue land-use entitlements and invest in infrastructure improvements on certain properties
that are well-suited for residential, commercial, and industrial development in order to fully realize their long-
term value potential, as well as to enhance the value of our surrounding landholdings. Our rural and
recreational HBU property sales typically comprise approximately 1% to 2% of our Southern timberland
holdings on an annual basis, while our current pipeline of development property sales is concentrated in two
specific projects in the U.S. South known as Wildlight and Heartwood.
•
Unlock Asset Potential Through Land-Based Solutions. The opportunity to provide land-based solutions
from our timberlands to support the transition to a low-carbon economy—including solar leases, carbon
capture and storage leases, carbon offsets, and fiber for bioenergy—is rapidly expanding. We intend to
engage in lease agreements, carbon projects, and other transactions that increase the cash flow generation
and net present value of select properties that have the requisite location, scale, geologic attributes, and/or
other qualities to support these land-based solutions. To this end, we regularly assess our timberland
portfolio to identify properties with land-based solutions potential, and we actively engage with credible
counterparties to pursue value-enhancing transactions, generally with little to no incremental capital
investment required by us.
•
Pursue Nimble Approach to Capital Allocation. We believe in maintaining a nimble approach to capital
allocation, recognizing that different opportunities will become available at different points in the business
cycle. Our capital allocation philosophy is ingrained within our culture and employs a flexible, rather than
prescriptive, approach with a view towards building long-term value per share. We evaluate a full range of
capital allocation alternatives—including dividends, share buybacks, acquisitions, divestitures, debt
reduction, and capital investments—to determine the optimal means to create value for our shareholders,
and we will opportunistically pivot our capital allocation priorities accordingly.
•
Employ Best-in-Class Stewardship and Disclosure Practices. We are committed to responsible stewardship,
environmentally and economically sustainable forestry, and positive climate change solutions. We are
further committed to being an industry leader in transparent disclosure, particularly relating to our
timberland holdings, harvest schedules, timber inventory, age-class profiles, carbon footprint, and other
pertinent data regarding our long-term sustainability. We believe our continued commitment to transparency
3
around the stewardship of our assets and capital will allow us to effectively attract and deploy capital, and
further enhance our reputation as a preferred industry supplier and employer.
SEGMENT INFORMATION
As of December 31, 2024, Rayonier operated in five reportable business segments: Southern Timber, Pacific
Northwest Timber, New Zealand Timber, Real Estate and Trading. 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, land-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, 35 years for our
Pacific Northwest timberlands, and 20 years for radiata pine and 30 years for Douglas-fir in our New Zealand
timberlands.
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 Southern Timber and Pacific Northwest Timber segments are presented herein as
of September 30, 2024 on a pro forma basis adjusted for Large 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.
4
(volumes in thousands of SGT)
Location
Merchantable Inventory (a)
%
South...........................................................................................................................
69,876
73
Pacific Northwest ......................................................................................................
7,525
8
New Zealand..............................................................................................................
18,078
19
95,479
100
(a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at
December 31, 2024.
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
Timber segments as of December 31, 2024.
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 land-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.
The following table sets forth the estimated volumes of merchantable timber inventory in short green tons for the
South and Pacific Northwest as of September 30, 2024 and as of December 31, 2024 for New Zealand.
Merchantable timber inventory for the South and the Pacific Northwest are presented on a pro forma basis adjusted
for the 91,000-acre Large Disposition in Oklahoma and 109,000 acres of Large Dispositions in Washington,
respectively, that closed in the fourth quarter:
5
(volumes in thousands of SGT) (a)
Age Class
Acres
(000’s)
Pine
Pulpwood
Pine
Sawtimber
Hardwood
Pulpwood
Hardwood
Sawtimber
Total
Pine Plantation
0 to 4 years (b)............................................
269
—
—
—
—
—
5 to 9 years..................................................
199
—
—
—
—
—
10 to 14 years..............................................
182
6,789
1,816
41
—
8,646
15 to 19 years..............................................
204
10,302
5,732
127
1
16,162
20 to 24 years..............................................
185
7,557
7,782
140
3
15,482
25 to 29 years..............................................
67
2,237
4,237
83
3
6,560
30 + years ....................................................
43
1,245
3,337
202
3
4,787
Total Pine Plantation.....................................
1,149
28,130
22,904
593
10
51,637
Natural Pine (Plantable) (c) ......................
30
299
329
598
115
1,341
Natural Mixed Pine/Hardwood (d)...........
509
7,589
5,929
13,713
2,340
29,571
Forested Acres and Gross Inventory ....
1,688
36,018
29,162
14,904
2,465
82,549
Plus: Non-Forested Acres (e)......................
64
Gross Acres..................................................
1,752
Less: Pre-Merchantable Age Class
Inventory (f).........................................................................................................................................................................................
(8,709)
Less: Volume in Environmentally
Sensitive/Legally Restricted Areas..................................................................................................................................................
(3,964)
Merchantable Timber Inventory...................................................................................................................................................
69,876
(a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 91,000-acre Large Disposition in
Oklahoma.
(b) 0 to 4 years includes clearcut acres not yet replanted.
(c)
Consists of natural stands that are convertible into pine plantations once harvested.
(d) Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.
(e) Includes roads, rights of way and all other non-forested areas.
(f)
Includes inventory that is less than 15 years old.
SOUTHERN TIMBER
As of December 31, 2024, our Southern timberlands acreage consisted of approximately 1.75 million acres
(including approximately 89,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana,
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 6.5 to 6.9 million tons annually. We expect that the average annual harvest volume of our Southern
timberlands over the next five years (2025 to 2029) 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 2024, we acquired approximately 7,000 acres of timberland in the Southern region. For additional
information, see Note 4 — Timberland Acquisitions. We also closed on a 91,000-acre Large Disposition in
Oklahoma. See Item 7 — Results of Operations for additional information.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands
were 83 million tons and 70 million tons, respectively, as of September 30, 2024, on a pro forma basis adjusted for
the 91,000-acre Large Disposition in Oklahoma completed in the fourth quarter. The following table provides a
breakdown of our Southern timberlands acreage and timber inventory by product and age class as of September
30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Disposition:
6
(volumes in MBF, except as noted) (a)
Age Class
Acres
(000’s)
Softwood
Pulpwood (f)
Softwood
Sawtimber (f)
Total (f)
Commercial Forest
0 to 4 years (b)...................................................................................
28
—
—
—
5 to 9 years.........................................................................................
26
—
—
—
10 to 14 years ....................................................................................
25
—
—
—
15 to 19 years ....................................................................................
27
—
—
—
20 to 24 years ....................................................................................
28
43,557
84,911
128,468
25 to 29 years ....................................................................................
28
64,307
223,499
287,806
30 to 34 years ....................................................................................
25
72,107
374,742
446,849
35 to 39 years ....................................................................................
34
89,325
512,810
602,135
40 to 44 years ....................................................................................
11
33,746
210,591
244,337
45 to 49 years ....................................................................................
4
8,859
56,583
65,442
50+ years............................................................................................
3
6,555
41,381
47,936
Total Commercial Forest....................................................................
239
318,456
1,504,517
1,822,973
Non-Commercial Forest (c)............................................................
2
1,675
9,652
11,327
Productive Forested Acres ................................................................
241
Restricted Forest (d) ........................................................................
57
23,398
123,010
146,408
Total Forested Acres and Gross Inventory ...............................
298
343,529
1,637,179
1,980,708
Plus: Non-Forested Acres (e)............................................................
10
Gross Acres .......................................................................................
308
Less: Pre-Merchantable Age Class Inventory .......................................................................................................................
(863,362)
Less: Restricted Forest Inventory............................................................................................................................................
(146,408)
Total Merchantable Timber....................................................................................................................................................
970,938
Conversion factor for MBF to SGT ..........................................................................................................................................
7.75
Total Merchantable Timber (thousands of SGT) .............................................................................................................
7,525
(a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in
Washington.
(b) 0 to 4 years includes clearcut acres not yet replanted.
(c)
Includes non-commercial forests with limited productivity.
(d) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
(e) Includes roads, rights of way, and all other non-forested areas.
(f)
Includes a minor component of hardwood in red alder and other species.
PACIFIC NORTHWEST TIMBER
As of December 31, 2024, our Pacific Northwest timberlands consisted of approximately 308,000 acres located
in Oregon and Washington, of which approximately 241,000 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 115 to 135 MMBF
(or 0.90 to 1.05 million tons) annually. We expect that the average annual harvest volume of our Pacific Northwest
timberlands over the next five years (2025 to 2029) will be toward the lower end of our sustainable yield range. For
additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A
— Risk Factors.
In 2024, we closed on 109,000 acres of Large Dispositions in Washington. See Item 7 — Results of Operations
for additional information.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest
timberlands were 1,981 MMBF and 971 MMBF, respectively, as of September 30, 2024, on a pro forma basis
adjusted for the 109,000 acres of Large Dispositions in Washington completed in the fourth quarter. The following
table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age
class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in
the Large Dispositions:
7
(volumes in thousands of m3, except as noted)
Age Class
Acres (000’s)
Pulpwood (d)
Sawtimber (d)
Total (d)
Radiata Pine
0 to 4 years (a) ..........................................................................
65
—
—
—
5 to 9 years ................................................................................
41
—
—
—
10 to 14 years............................................................................
40
—
—
—
15 to 19 years............................................................................
40
—
—
—
20 to 24 years............................................................................
52
1,807
7,372
9,179
25 to 29 years............................................................................
18
699
3,618
4,317
30 + years ..................................................................................
2
135
485
620
Total Radiata Pine.....................................................................
258
2,641
11,475
14,116
Other (b) ......................................................................................
29
889
1,175
2,064
Forested Acres and Merchantable Timber Inventory .....
287
3,530
12,650
16,180
Conversion factor for m3 to SGT ..............................................
1.12
Total Merchantable Timber (thousands of SGT)..............
18,078
Plus: Non-Productive Acres (c) ................................................
125
Gross Acres ...............................................................................
412
(a) 0 to 4 years includes clearcut acres not yet replanted.
(b) Includes primarily Douglas-fir age 30 and over.
(c)
Includes natural forest and other non-planted acres.
(d) Includes timber located in environmentally sensitive areas.
NEW ZEALAND TIMBER
As of December 31, 2024, our New Zealand timberlands consisted of approximately 412,000 acres (including
approximately 234,000 acres of leased lands), of which approximately 287,000 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 (2025 to 2029) 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.
We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands
were both 16.2 million cubic meters as of December 31, 2024. The following table provides a breakdown of our New
Zealand timberlands acreage and timber inventory by product and age class as of December 31, 2024:
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, 2024, the New Zealand subsidiary held 1,602,149 NZUs
with respect to timberlands designated as post-1989 forests. These units were received for net carbon sequestered
between 2008 and 2022 and from subsequent units acquired during 2019 and 2021. As of December 31, 2024, the
New Zealand subsidiary has no surrender obligation. 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 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 real estate sales (excluding development sales) representing a demonstrable
premium above timberland value.
The Timberland & Non-Strategic category includes U.S. and New Zealand real estate sales representing little to
no premium to timberland value and generally comprising less productive assets that are deemed non-core to our
operations. Timberland & Non-strategic sales are effectuated in the ordinary course of business to improve our
portfolio or in response to unsolicited offers.
The Large Dispositions category includes sales of productive timberland assets that exceed $20 million in size
and do not reflect 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 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.
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 2024, New Zealand trading volume was approximately 201,000 tons. Of this volume, approximately 134,000
tons were purchased directly from third parties in New Zealand and the remaining 67,000 tons were harvested from
stumpage purchases and managed harvest arrangements. Approximately 65% 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 35% 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 22% of consolidated 2024 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 35% of New Zealand planted forests.
The following table provides an overview of certain major competitors in each of our Timber segments:
Segment
Competitors
Southern Timber (a)
Weyerhaeuser Company
Resource Management Service
Manulife Investment Management Timberland and Agriculture Inc.
Forest Investment Associates
PotlatchDeltic
Timberland Investment Resources
J.P. Morgan Asset Management
BTG Pactual
Molpus Woodlands Group
The Westervelt Company, Inc.
Pacific Northwest Timber (a)
Weyerhaeuser Company
Green Diamond Resource Company
State of Washington Department of Natural Resources
Sierra Pacific Industries
J.P. Morgan Asset Management
Forest Investment Associates
Manulife Investment Management Timberland and Agriculture Inc.
Bureau of Indian Affairs
Port Blakely Tree Farms
BTG Pactual
New Zealand (b)
Manulife Investment Management Timberland and Agriculture Inc.
Kaingaroa Timberlands
Ernslaw One
New Forests
OneFortyOne Plantations
(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 around 10 entities competing for export log
supply at different ports across the country.
11
CUSTOMERS
In 2024, we closed on four Large Disposition transactions for a total of $495.0 million, representing
approximately 39% of consolidated sales. Individually, each large disposition represents 10% or more of
consolidated sales. There were no other individual customers (or group of customers under common control) who
represented 10% or more of consolidated sales. See Note 3 — Revenue for additional information.
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.
12
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.
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 was 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 defined 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.
13
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 culminated in the entry of an NRD
Consent Decree in the U.S. District Court for the Western District of Washington on September 23, 2024. An
integrated cleanup and habitat restoration project incorporating activities required by the mill site cleanup and NRD
consent decrees was initiated in June 2024. Site work is expected to be substantially complete in 2025, with in-
water vegetation transplanting and monitoring efforts continuing for ten years.
For additional information see Item 1A — Risk Factors.
RESEARCH AND DEVELOPMENT
Research and development is an integral component of Rayonier's forestry program. We conduct research in a
wide variety of topics in order to increase the productivity and sustainability of our forests. Topics include genetics
and tree improvement, soils and site productivity, seedling production, site-specific silviculture, biometrics and
growth and yield, environmental sustainability (including protection of water, biodiversity, and species of
conservation concern) and carbon and climate impact. Our research and development is conducted by an internal
team of scientists that frequently work in cooperation with university partners and governmental agencies.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The executive officers as of February 21, 2025, are as follows:
Mark D. McHugh, 49, Mr. McHugh was appointed President and Chief Executive Officer in April 2024, having
previously served as President and Chief Financial Officer since January 2023. Prior to this, he 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, 54, 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 land-
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.
April J. Tice, 51, Ms. Tice was appointed Senior Vice President and Chief Financial Officer in April 2024, having
previously served as Vice President and Chief Accounting Officer since 2021. In her current position, she acts as
the Company’s principal financial and accounting officer. Prior to this, she served as Vice President, Financial
Services and Corporate Controller. 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.
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Christopher T. Corr, 61, Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President,
Real Estate Development and President of Raydient. 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, 62, Mr. Bridwell was appointed Senior Vice President, General Counsel and Corporate Secretary
in March 2023. He was previously promoted to Vice President and General Counsel in June 2014, and shortly
thereafter, assumed the additional role of Corporate Secretary in March 2015. Mr. Bridwell 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 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.
Shelby L. Pyatt, 54, Ms. Pyatt was appointed Senior Vice President, Human Resources and Information
Technology in March 2023, having previously served as Vice President, Human Resources and Information
Technology since October 2015. Prior to this, she served as Vice President, Human Resources from July 2014 to
October 2015, 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, 48, Mr. Rogers was appointed Senior Vice President, Portfolio Management in March 2023
having previously served as Vice President, Portfolio Management since February 2017. Mr. Rogers oversees the
Company’s land acquisition and disposition activities, rural and HBU land sales, and land information services
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.
HUMAN CAPITAL
Rayonier is committed to providing 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 a positive and healthy work environment is crucial for achieving our
goals of being the preferred employer in the forestry industry and retaining key talent. We actively foster open
communication and information sharing throughout the organization, while empowering employees to take initiative
and contribute their ideas. This approach ensures team members feel valued, engaged and capable of making a
meaningful impact.
Every two years we conduct a formal company-wide anonymous employee survey to gather feedback for
management. Results are benchmarked against our third-party provider’s global database, shared transparently,
and reviewed with our Board of Directors to inform the setting of non-financial goals for management.
Employee recruitment, retention and development are essential to our success. We are committed to providing
employees with opportunities for skill development and professional growth, alongside competitive compensation
commensurate with experience, knowledge and performance. Our compensation package includes base salary and
an annual bonus. We also use targeted equity-based grants with multi-year vesting schedules to promote employee
retention and cultivate an ownership mentality across the 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.
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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.
Rayonier achieved our goal in 2024—we had zero fatalities or significant incidents, and everybody went home
safe, every day. Our commitment to maintaining a safe working environment has not only safeguarded lives, but has
also contributed to the overall success of our organization and industry. It is through adherence to safety protocols
and constant vigilance that we have created a workplace where everyone feels secure and supported.
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, workplace safety is regulated by the Health and Safety at Work Act 2015. Our safety
management program includes both contractors and employees pursuant to local laws. Regulations incorporating
contractor safety do not exist in the U.S. In line with our goal to provide an accident-free workplace for everyone, we
have taken steps to promote safe work practices among our contractor workforce. Our safety program focuses on
establishing an open dialogue about safety issues with contractors. The program includes safety alerts, tailgate
meetings on safety topics, education on best management practices, and our near miss/incident reporting program.
We now require all contractors to have an active written safety program in place before working on our property. In
2024, 720 safety near miss reports were submitted and 1,364 contractor safety meetings were conducted.
Employee Wellness
Our employee wellness program, Stay Strong, promotes overall employee health and well-being through
education, resources, and a financial investment. Stay Strong focuses on four key areas: Health and Well-Being,
Financial Wellness, Work-Life Balance and Emotional Health. This includes a comprehensive benefits package, an
employee assistance program, flexible work arrangements, financial wellness assessments and counseling,
generous paid time off, health fairs and health risk assessments, and a variety of wellness seminars and workshops
for all employees.
Employee Development
We offer a robust training and development program to all employees that encompasses a variety of learning
methods to cater to diverse needs. This includes micro and on-demand learning for quick and targeted skill
upgrades, traditional classroom programs for more in-depth learning, and a coaching and mentoring program for
professional growth. For those seeking broader experience, we offer cross-functional assignments, and a
specialized job rotation program designed for early career foresters. We also offer tuition reimbursement, covering
80% of degreed program costs.
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:
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The following charts provide a breakdown of Rayonier’s demographics as of December 31, 2024:
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.
Employee Demographics
Rayonier is committed to promoting an inclusive workforce as we believe this plays an integral role in
maintaining an engaging employee experience. As of December 31, 2024, excluding the impact of our workforce
optimization initiative, we had 424 employees, 332 in the U.S. and 92 in New Zealand.
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WORKFORCE BY ETHNICITY (a)
(a) Statistics exclude the impact of the workforce optimization initiative designed to reduce overhead costs following the disposition of
approximately 255,000 acres of timbertands in connection with our Initiatives to Enhance Shareholder Value.
{b) l eaders are defined as employees who have responsibility for managing other employees.
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 acceleration of inflation in the United States and global economies 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. A rise in energy costs could have a negative effect on the cost and
availability of such contractors. Additionally, rising energy costs could 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, government subsidies, credit availability, population growth, weather conditions,
geopolitical tensions, the imposition of tariffs on our customers’ finished products 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,
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 conflicts and geopolitical tensions.
The global economy has been negatively impacted by the military conflicts between Russia and Ukraine, as well
as in the Middle East. The duration and outcomes of these conflicts and their residual effects are 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.
Additionally, the conflict and related hostilities in the Middle East have increased the potential for disruptions to
shipping in the Red Sea, affected the cost and availability of ocean freight providers and elevated US military
operations in the region. While we do not expect our operations to be directly impacted by these conflicts at this
time, changes in the cost of ocean freight, and changes in global wood and commodity flows, especially energy
commodities, 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 conflicts 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 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;
•
negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest products
imports into U.S. trading partner countries in connection with trade tensions between the U.S. and those
countries;
•
business disruptions arising from public health crises and outbreaks of communicable diseases, especially
in China;
•
business disruptions arising from geopolitical tensions, especially between China and the United States;
•
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.
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 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.
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. 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. 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 become
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.
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. International sales may contribute to future growth. The risks associated with our business outside the
U.S. include:
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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.
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 has resulted in the addition of significant buffers and riparian management zones adjacent to
streams, which has reduced the areas within which we may harvest. 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.
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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, conducting carbon capture and
storage operations 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.
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, our participation in markets for carbon offsets and carbon storage 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.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or
security failure of that technology could harm our business.
We rely on information technology networks and systems, including the Internet, to process, transmit and store
electronic information and to manage or support a variety of our business processes, including financial transactions
and maintenance of records, which may include confidential information. We rely on commercially available
systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential
information, such as personally identifiable information. Although we have taken steps to protect the security of the
data maintained in our information systems, it is possible that our security measures and those of our information
technology vendors will not be able to prevent the systems’ improper functioning or the improper disclosure of
personally identifiable information, such as in the event of cyber-attacks. Security breaches, including physical or
electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions,
shutdowns or unauthorized disclosure of confidential information. The rapid evolution and increased adoption of
artificial intelligence technologies, by us or by third parties, may also heighten our cybersecurity risks by making
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cyberattacks more difficult to prevent, detect, contain and mitigate. Any failure to maintain proper function, security
and availability of our information systems and those of our information technology vendors could interrupt our
operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could
materially and adversely affect our financial condition and results of operations.
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% of
the market value of our total assets may consist of the securities of one or more “taxable REIT subsidiaries.” As of
December 31, 2024, Rayonier is in compliance with these asset tests.
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 our Operating Partnership to maintain status as a partnership for U.S. federal income tax
purposes would substantially reduce our cash available to pay distributions.
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
23
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.
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, including those related to solar leases, carbon capture and storage
projects and our participation in carbon markets.
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.
24
•
Incident Response Planning and Data Backups. We maintain and regularly review a detailed incident
response plan to help minimize downtime and disruption in the event of a cybersecurity incident and to
assess materiality and any related disclosure obligations. We also actively maintain data backup
procedures for business continuity in the event of a cybersecurity incident. Examples of our backup
procedures and systems include daily server snapshots, database log files, Salesforce backups, and
Google Vault. Generally, these backups of critical systems would allow us to restore operation within hours.
•
Third-Party Managed Monitoring, Detection, and Response Services. We partner with a reputable third-
party firm for 24/7 threat monitoring, detection and response.
•
External Cybersecurity Process Assessments. We also engage third-party experts to conduct periodic
process assessments against the U.S. National Institute of Standards and Technology (“NIST”) framework
to help us evaluate and enhance our cybersecurity practices.
•
Penetration Testing and Phishing Simulations. We periodically engage experts for penetration testing to
identify system vulnerabilities and to simulate real-world cyberattacks. We also conduct quarterly phishing
simulations to test our staff's response and to deliver targeted cyber awareness training.
•
Continuous Improvement and Adaptation. We regularly review and update our strategies to keep pace with
the dynamic cyber threat landscape, and to build a resilient and responsive cybersecurity system. Our
employees receive monthly training on data protection, threat detection, and incident response. We also
provide a forum for employees to report cyber “near misses” to elevate cyber threat awareness across our
organization.
In the past, we have experienced targeted and non-targeted cybersecurity attacks and incidents, and we could
in the future experience similar attacks. To date, no cybersecurity attack or incident, or any risk from cybersecurity
threats, has materially affected or has been determined to be reasonably likely to materially affect the Company or
our business strategy, results of operations, or financial condition.
Expectations relating to sustainability 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 sustainability considerations relating to businesses, including greenhouse gas emissions, human capital,
and diversity. 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
sustainability 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 our sustainability 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
sustainability laws and regulations, or to 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.
Item 1C.
CYBERSECURITY
RISK MANAGEMENT AND STRATEGY
We are subject to various cybersecurity risks in connection with our business. For additional information, see
Item 1A — Risk Factors. As part of our overall enterprise risk management system and processes, we assess,
identify and manage material risks from threats to our information systems. Once risks are identified, our Enterprise
Risk Management Committee (“ERM Committee”), which consists of executives appointed by the Board, oversees
and reviews these risks and provides an annual report regarding such risks to the Audit Committee for further
review and evaluation. We also maintain processes to oversee and identify risks from cyber threats associated with
our use of third-party service providers, including annual reviews of third-party SOC1 reports.
Safeguarding our operations against cyber threats is a high priority. Recognizing the importance of a strong
posture towards cyber threats, our strategy to combat the evolving threat landscape and support the protection of
sensitive information includes engaging in:
25
(1) Our Director of Information Technology has more than 25 years of IT experience. He joined the company in 2000 as an application
developer and has held multiple positions of authority including project management and IT operations management. He holds a bachelor’s
degree and MBA from the University of South Carolina.
Our Manager of IT Security has more than 20 years of IT experience. He joined the company in 2015 as a Systems Engineer and was
promoted to his current position in 2020. Prior to joining Rayonier, he worked as an Infrastructure Engineer at Enterprise Integration (EI), a
managed services provider. Prior to joining EI, he held various IT roles in support and engineering.
(2) A medium severity incident level is defined as incidents that have a moderate impact on business operations or data integrity and might
affect internal systems and could potentially lead to limited unauthorized access to sensitive information. A high severity incident level is
defined as incidents that pose a significant threat to business operations, data integrity, or confidential information. This level of incident may
have legal, regulatory and public relations implications.
GOVERNANCE
Our Director of Information Technology and our Manager of IT Security, having over 45 years of combined
information technology experience1 take the lead in protecting the organization’s digital assets and sensitive
information from cyber threats and manage our partnerships with the external firm that specializes in around-the-
clock threat monitoring, detection, and response services and other third-party providers. Our Director of Information
Technology and Manager of IT Security also report material risks from threats to our information systems to the
ERM Committee.
In the event of a breach or incident, our Director of Information Technology leads our response to mitigate
impact and initiate the recovery processes. Following the identification of a breach or incident, the Director of
Information Technology reports incidents of a medium or high severity level2 to our senior leadership team. Incidents
of a high severity level are also reviewed by our Disclosure Committee to assess materiality and any disclosure
obligations. All incidents are reported to the Audit Committee at the next scheduled Board meeting, and incidents of
high severity level are immediately reported to the Audit Committee.
The Audit Committee of our Board of Directors is responsible for overseeing cybersecurity risk management.
For each Audit Committee meeting, the Director of Information Technology prepares an updated cybersecurity
report, featuring key metrics and threats. Additionally, the Director of Information Technology provides an annual
cybersecurity briefing to the Audit Committee. External penetration tests and process audits, conducted at regular
intervals, are reported directly to the Audit Committee by our third-party firm. These comprehensive measures help
the Committee remain well-informed and proactive in their oversight of cybersecurity risks.
26
(acres in 000s)
As of September 30, 2024
As of December 31, 2024
Owned
Leased
Total
Owned
Leased
Total
Southern
Alabama
250
3
253
250
3
253
Arkansas
—
2
2
—
2
2
Florida
361
35
396
360
35
395
Georgia
611
50
661
611
49
660
Louisiana
146
—
146
146
—
146
Oklahoma
91
—
91
—
—
—
South Carolina
15
—
15
15
—
15
Texas
279
—
279
279
—
279
1,753
90
1,843
1,661
89
1,750
Pacific Northwest
Oregon
6
—
6
6
—
6
Washington
408
3
411
299
3
302
414
3
417
305
3
308
New Zealand (a)
178
233
411
178
234
412
Total
2,345
326
2,671
2,144
326
2,470
(a)
Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest. As of December 31,
2024, legal acres in New Zealand were comprised of 287,000 plantable acres and 125,000 non-productive acres.
Item 2. PROPERTIES
Our timber operations 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, 2024 and December 31, 2024:
27
(acres in 000s)
Acres Owned
December 31,
2023
Acquisitions
Sales
Other (a)
December 31,
2024
Southern
Alabama
250
—
—
—
250
Florida
361
5
(6)
—
360
Georgia
612
2
(3)
—
611
Louisiana
147
—
(1)
—
146
Oklahoma
91
—
(91)
—
—
South Carolina
16
—
(1)
—
15
Texas
282
—
(3)
—
279
1,759
7
(105)
—
1,661
Pacific Northwest
Oregon
6
—
—
—
6
Washington
408
—
(109)
—
299
414
—
(109)
—
305
New Zealand (b)
188
—
(10)
—
178
Total
2,361
7
(224)
—
2,144
(a)
Includes adjustments for land mapping reviews.
(b)
Represents legal acres owned by the New Zealand subsidiary, in which Rayonier has a 77% interest.
(acres in 000s)
Acres Leased
December 31,
2023
New Leases
Sold/Expired
Leases (a)
Other (b)
December 31,
2024
Southern
Alabama
5
—
(2)
—
3
Arkansas
2
—
—
—
2
Florida
36
—
(1)
—
35
Georgia
50
—
(1)
—
49
93
—
(4)
—
89
Pacific Northwest
Washington (c)
4
—
(1)
—
3
New Zealand (d)
233
—
(3)
4
234
Total
330
—
(8)
4
326
(a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
(b) Includes adjustments for land mapping reviews.
(c)
Primarily timber reservations acquired in the merger with Pope Resources.
(d) Represents legal acres leased by the New Zealand subsidiary, in which Rayonier has a 77% interest.
The following tables detail changes in our portfolio of owned and leased timberlands by state from
December 31, 2023 to December 31, 2024:
28
(acres in 000s)
Lease Expiration
Location
Type of Lease
Total
2025-2034
2035-2044
2045-2054
Thereafter
Southern ............... Fixed Term
79
39
34
—
6
Fixed Term with Renewal Option (a)
10
10
—
—
—
Pacific Northwest. Fixed Term (b)
3
1
1
1
—
New Zealand........ CFL - Perpetual (c)
75
—
—
—
75
CFL - Fixed Term (c)
3
—
—
—
3
CFL - Terminating (c)
11
1
—
8
2
Forestry Right (c)
132
36
4
7
85
Fixed Term Land Leases
13
—
—
2
11
Total Acres under Long-term Leases..............................
326
87
39
18
182
(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
2025
2026
2027
2028
2029
Southern....................
Leased Acres Expiring (a)
26
1
11
—
—
Year-end Leased Acres (a)
63
62
51
51
51
Estimated Annual Lease Cost (a)(b)
$3,377
$2,780
$2,745
$2,344
$2,328
Average Lease Cost per Acre (a)
$40.70
$49.15
$49.03
$51.17
$51.12
Pacific Northwest ....
Leased Acres Expiring
—
—
—
—
—
Year-end Leased Acres (c)
3
3
3
3
3
New Zealand ............
Leased Acres Expiring
1
10
—
—
—
Year-end Leased Acres
233
223
223
223
223
Estimated Annual Lease Cost (b)(e)
$4,376
$4,286
$4,284
$4,284
$4,835
Average Lease Cost per Acre (d)(e)
$24.93
$24.43
$24.43
$24.43
$24.43
(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.
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, 2024 by type of lease and estimated lease
expiration:
29
Item 3.
LEGAL PROCEEDINGS
The information set forth under Note 11 — Contingencies and in Note 12 — Environmental and Natural
Resource Damage Liabilities in the “Notes to Consolidated Financial Statements” under Item 8 of Part II of this
report is incorporated herein by reference.
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
30
PART II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Rayonier Inc.
MARKET FOR 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 share ordinary cash dividends during the years ended December 31, 2024, 2023 and 2022
aggregated to $1.14, $1.14 and $1.125, respectively. The year ended December 31, 2024 excludes an additional
dividend of $1.80 per common share, consisting of a combination of cash and the Company’s common shares,
which was paid January 30, 2025 to shareholders of record on December 12, 2024. The cash component of the
special dividend (other than cash paid in lieu of fractional shares) did not exceed 25% in the aggregate, with the
balance paid in the Company’s common shares. The year ended December 31, 2023 excludes an additional cash
dividend of $0.20 per common share, which was paid January 12, 2024 to shareholders of record on December 29,
2023. The company intends to continue to declare ordinary cash dividends on its common shares; however, there
can be no assurances as to the timing and amounts of future dividends. See the subsequent events section of Note
1 — Summary of Significant Accounting Policies for additional information regarding our quarterly dividend rate.
HOLDERS
Including institutional holders, there were approximately 4,173 shareholders of record of our common shares on
February 14, 2025.
REGISTERED SALES OF EQUITY SECURITIES
From time to time, the Company may issue common shares 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, 2024, the Company issued 23,203 common shares in
exchange for an equal number of units in the Operating Partnership pursuant to the Operating Partnership
agreement.
ISSUER REPURCHASES OF EQUITY SECURITIES
In December 2024, the Board of Directors approved the repurchase of up to $300 million of Rayonier’s common
shares (the “new repurchase program”) to be made at management’s discretion. The new authorization replaced
and superseded the Company’s prior $100 million share repurchase program. Repurchases may be made at
management’s discretion from time to time on the open market or through privately negotiated transactions. The
new repurchase program has no time limit and may be suspended for periods or discontinued at any time. There
were no shares repurchased under the new repurchase program in the fourth quarter of 2024. As of December 31,
2024, there was $300.0 million, or approximately 11,494,253 shares based on the period-end closing stock price of
$26.10, remaining under this program.
31
Period
Total
Number of
Shares
Purchased
(a)
Average
Price
Paid per
Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (b)
Maximum Number
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs (c)
October 1 to October 31....................................
282
$31.64
—
2,809,108
November 1 to November 30 ...........................
488,094
30.10
488,017
2,291,835
December 1 to December 31 ...........................
—
—
—
11,494,253
Total.......................................................
488,376
488,017
(a) Includes 359 shares repurchased to satisfy tax withholding requirements related to the vesting of shares under the Rayonier Incentive Stock
Plan in October and November. The price per share surrendered is based on the closing price of the Company’s common shares on the
respective vesting dates of the awards.
(b) Purchases made in open-market transactions under the prior $100 million share repurchase program announced on February 10, 2016.
(c)
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 $31.23, $31.87 and $26.10, respectively.
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 13 holders of record of our Operating Partnership units
(other than the Company) on February 14, 2025.
DISTRIBUTIONS
The ordinary distribution rate on the Operating Partnership’s units is equal to the ordinary cash dividend rate on
Rayonier Inc.’s common shares for dividends. The year ended December 31, 2024 excluded an additional
distribution of $1.80 per Redeemable Operating Partnership Unit, consisting of $0.45 per unit in cash and $1.35 per
unit in Redeemable Operating Partnership Units, which was paid January 30, 2025 to holders of record on
December 12, 2024. The year ended December 31, 2023 excluded an additional cash distribution of $0.20 per
Redeemable Operating Partnership Unit, which was paid January 12, 2024 to holders of record on December 29,
2023. See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional
information regarding our quarterly distribution rate.
UNREGISTERED SALES OF EQUITY SECURITIES
There were no unregistered sales of equity securities made by the Operating Partnership during the quarter
ended December 31, 2024.
ISSUER REPURCHASES 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, 2024, 23,203 Operating Partnership units held by limited
partners were redeemed in exchange for shares of Rayonier Common Stock.
The following table provides information regarding our purchases of Rayonier common shares during the
quarter ended December 31, 2024:
32
The data in the following table was used to create the above graph as of December 31:
2019
2020
2021
2022
2023
2024
Rayonier Inc............................................................................................... $100
$94
$133
$112
$118
$102
S&P 500® Index .........................................................................................
100
118
152
125
158
197
S&P® Global Timber and Forestry Index ...............................................
100
118
136
107
118
111
FTSE NAREIT All Equity REIT Index .....................................................
100
91
127
91
98
98
Item 6.
[RESERVED]
Not applicable.
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.
33
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 our 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 2.1 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana,
Oregon, South Carolina, Texas and Washington. We also have a 77% ownership interest in Matariki Forestry
Group, a joint venture (“New Zealand subsidiary”), that owns or leases approximately 412,000 gross acres (287,000
net plantable acres) of timberlands in New Zealand.
Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and
delivered logs. Sales from our timber segments include all activities related to the harvesting of timber and other
value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction
and cell towers, and revenue from land-based solutions such as carbon capture and storage, solar, and carbon
credits. We believe we are the second largest publicly-traded timberland REIT and one of the largest private
timberland owners in the United States. Our Real Estate business manages all property sales and seeks to
maximize the value of our properties that are more valuable for development, recreational or residential uses than
for growing timber, and opportunistically sells non-strategic timberlands. Our Trading segment, primarily consisting
of activity by the New Zealand subsidiary, markets and sells timber owned or acquired from third parties in New
Zealand.
CURRENT YEAR DEVELOPMENTS
During 2024, we acquired approximately 7,000 acres of timberland for $22.8 million. For further information on
acquisitions, see Note 4 — Timberland Acquisitions. In addition, we closed on Large Dispositions totaling
approximately 200,000 acres for an aggregate sale price of $495 million (~$2,475/acre). These dispositions
consisted of approximately 91,000 acres in Southeast Oklahoma and 109,000 acres on the Olympic Peninsula in
Northwest Washington. See Item 7 — Results of Operations and Note 2 — Segment and Geographical Information
for additional information regarding the Large Dispositions.
INDUSTRY AND MARKET CONDITIONS
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 modest 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.
Pricing in our timber segments is influenced by macroeconomic factors, including residential construction
activity, and can also vary considerably on a local level based on weather, the available inventory of logs, mill
demand, and export market access. In our Southern Timber segment, pine pulpwood net stumpage realizations
34
have been negatively impacted by increased log supply from salvage timber across the region, while pine
sawtimber net stumpage realizations have remained constrained by softer demand from lumber mills and have also
been negatively impacted by the availability of salvage timber. In our Pacific Northwest Timber segment, weighted-
average delivered log prices remain under pressure due to soft domestic demand and reduced export market
tension. In our New Zealand Timber segment, lower levels of construction activity in China continue to negatively
impact export market demand and prices.
We are subject to the risk of price fluctuations in certain of our cost components, primarily logging and
transportation (cut and haul), ocean freight and demurrage costs. 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.
Our Real Estate segment is exposed to changes in interest and mortgage rates as higher rates could negatively
impact buyer demand for the properties we sell. However, overall demand for rural HBU properties and our
improved development projects remained strong in 2024. Our improved development projects, specifically Wildlight,
our development project north of Jacksonville, Florida, and Heartwood, our development project south of Savannah,
Georgia, continue to benefit from favorable migration and demographic trends, which have thus far outweighed the
impacts of higher interest rates.
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 $6.4 million to 2024 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.
35
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 2024, we acquired 7,000 acres of timberlands in Florida and Georgia.
These acquisitions did not have a material impact on 2024 depletion rates.
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.
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, 2024, the total amount of liabilities
recorded on our Consolidated Balance Sheets related to environmental contamination and Natural Resource
Damages was $7.9 million. 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 and Natural Resource
Damage Liabilities.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
See Note 1 — Summary of Significant Accounting Policies for a summary of recently issued accounting
standards.
36
RESULTS OF OPERATIONS
Summary of our results of operations for the three years ended December 31:
Financial Information (in millions of dollars)
2024
2023
2022
Sales
Southern Timber ..........................................................................................................................................
$250.4
$264.1
$264.2
Pacific Northwest Timber............................................................................................................................
100.8
124.1
162.2
New Zealand Timber ...................................................................................................................................
238.6
235.5
274.1
Real Estate
Improved Development....................................................................................................................
30.8
30.7
35.4
Unimproved Development...............................................................................................................
12.4
0.1
—
Rural ...................................................................................................................................................
72.9
99.7
59.5
Timberland & Non-Strategic............................................................................................................
16.1
3.3
11.4
Conservation Easement ..................................................................................................................
1.1
—
—
Deferred Revenue/Other (a) ...........................................................................................................
15.5
13.9
1.2
Large Dispositions............................................................................................................................
495.0
242.2
30.5
Total Real Estate...............................................................................................................................
643.8
390.0
138.0
Trading ..........................................................................................................................................................
29.6
43.7
71.0
Intersegment Eliminations..........................................................................................................................
(0.2)
(0.5)
(0.4)
Total Sales................................................................................................................................................... $1,263.0 $1,056.9
$909.1
Operating Income (Loss)
Southern Timber ..........................................................................................................................................
$77.9
$76.3
$96.6
Pacific Northwest Timber (b)......................................................................................................................
(6.3)
(9.0)
15.2
New Zealand Timber (c) .............................................................................................................................
33.5
26.0
30.6
Real Estate (d) .............................................................................................................................................
340.4
156.6
58.5
Trading ..........................................................................................................................................................
(0.1)
0.5
0.4
Corporate and other (e) ..............................................................................................................................
(42.9)
(39.1)
(35.5)
Operating Income......................................................................................................................................
402.5
211.3
165.8
Interest expense, net (f)..............................................................................................................................
(36.9)
(48.3)
(36.2)
Interest and other miscellaneous income, net (g) ..................................................................................
10.4
20.6
2.6
Income tax expense (h) ..............................................................................................................................
(7.0)
(5.1)
(9.4)
Net Income ..................................................................................................................................................
369.0
178.5
122.8
Less: Net income attributable to noncontrolling interests in consolidated affiliates...................
(5.0)
(2.1)
(13.3)
Net Income Attributable to Rayonier, L.P. ..........................................................................................
$364.0
$176.4
$109.5
Less: Net income attributable to noncontrolling interests in the Operating Partnership ...........
(4.9)
(2.9)
(2.4)
Net Income Attributable to Rayonier Inc.............................................................................................
$359.1
$173.5
$107.1
Adjusted EBITDA (i)
Southern Timber ..........................................................................................................................................
$151.3
$156.2
$156.9
Pacific Northwest Timber............................................................................................................................
25.4
27.9
63.9
New Zealand Timber ...................................................................................................................................
53.8
50.0
54.5
Real Estate ...................................................................................................................................................
106.8
99.3
72.7
Trading ..........................................................................................................................................................
(0.1)
0.5
0.4
Corporate and other ....................................................................................................................................
(38.4)
(37.4)
(34.2)
Total Adjusted EBITDA (i) .......................................................................................................................
$298.8
$296.5
$314.2
(a)
Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to
residential and commercial lease revenue.
(b)
The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events.
(c)
The year ended December 31, 2023 includes $2.3 million of timber write-offs resulting from casualty events.
(d)
The years ended December 31, 2024, December 31, 2023 and December 31, 2022 include income of $291.1 million, $105.1 million and
$16.6 million, respectively, from Large Dispositions. The year ended December 31, 2022 includes $16.0 million of equity income from the
sale of a multi-family apartment complex in Bainbridge Island, Washington.
(e)
The year ended December 31, 2024 includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges.
(f)
The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.
(g)
The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by
$6.0 million of pension settlement charges. The year ended December 31, 2023 includes $20.7 million of net recoveries associated with
legal settlements, which is partially offset by a $2.0 million pension settlement charge.
(h)
The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.
(i)
Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.
37
Southern Timber Overview
2024
2023
2022
Sales Volume (in thousands of tons)
Pine Pulpwood ..............................................................................
3,704
3,821
3,911
Pine Sawtimber .............................................................................
2,796
3,295
2,041
Total Pine Volume ......................................................................
6,500
7,116
5,952
Hardwood .......................................................................................
309
198
331
Total Volume ................................................................................
6,808
7,314
6,283
% Delivered Volume (vs. Total Volume) ....................................
34%
35%
43%
% Pine Sawtimber Volume (vs. Total Pine Volume) ................
43%
46%
34%
% Export Volume (vs. Total Volume) (a)....................................
1%
1%
2%
Net Stumpage Pricing (dollars per ton) (b)
Pine Pulpwood ..............................................................................
$16.89
$16.78
$22.45
Pine Sawtimber .............................................................................
28.41
29.64
34.36
Weighted Average Pine.............................................................
$21.84
$22.73
$26.53
Hardwood .......................................................................................
13.55
13.89
23.48
Weighted Average Total............................................................
$21.46
$22.49
$26.37
Summary Financial Data (in millions of dollars)
Timber Sales..................................................................................
$199.4
$226.6
$236.6
Less: Cut and Haul .......................................................................
(51.0)
(58.0)
(64.0)
Less: Port and Freight..................................................................
(2.4)
(4.5)
(6.8)
Net Stumpage Sales...................................................................
$146.0
$164.1
$165.8
Land-Based Solutions (c) ............................................................
14.5
4.0
1.1
Other Non-Timber Sales ..............................................................
36.5
33.5
26.5
Total Sales ....................................................................................
$250.4
$264.1
$264.2
Operating Income .........................................................................
$77.9
$76.3
$96.6
(+) Depreciation, depletion and amortization ...........................
73.4
80.0
60.3
Adjusted EBITDA (d)..................................................................
$151.3
$156.2
$156.9
Other Data
Year-End Acres (in thousands) ...................................................
1,750
1,852
1,919
(a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log
export program.
(b) Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data.
(c)
Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.
38
Pacific Northwest Timber Overview
2024
2023
2022
Sales Volume (in thousands of tons)
Pulpwood........................................................................................
183
216
300
Domestic Sawtimber (a) ..............................................................
1,007
999
1,188
Export Sawtimber..........................................................................
28
89
97
Total Volume ................................................................................
1,219
1,305
1,585
% Delivered Volume (vs. Total Volume) ....................................
87%
97%
92%
% Sawtimber Volume (vs. Total Volume) ..................................
85%
83%
81%
% Export Volume (vs. Total Volume) (b)
7%
12%
11%
Delivered Log Pricing (in dollars per ton)
Pulpwood........................................................................................
$29.88
$38.78
$50.83
Domestic Sawtimber ....................................................................
89.79
97.71
111.96
Export Sawtimber (c)....................................................................
137.77
142.63
117.85
Weighted Average Log Price ...................................................
$81.88
$90.97
$100.50
Summary Financial Data (in millions of dollars)
Timber Sales..................................................................................
$95.2
$117.9
$156.6
Less: Cut and Haul .......................................................................
(42.0)
(56.6)
(62.7)
Less: Port and Freight..................................................................
(1.8)
(5.2)
(2.8)
Net Stumpage Sales...................................................................
$51.4
$56.1
$91.1
Land-Based Solutions (d) ............................................................
0.1
1.4
—
Other Non-Timber Sales ..............................................................
5.5
4.9
5.6
Total Sales ....................................................................................
$100.8
$124.1
$162.2
Operating (Loss) Income .............................................................
($6.3)
($9.0)
$15.2
(+) Timber write-offs resulting from casualty events (e)..........
—
—
0.7
(+) Depreciation, depletion and amortization ...........................
31.7
36.9
48.0
Adjusted EBITDA (f) ...................................................................
$25.4
$27.9
$63.9
Other Data
Year-End Acres (in thousands) ...................................................
308
418
474
Northwest Sawtimber (in dollars per MBF) (g) .........................
$660
$711
$849
(a) Includes volumes sold to third-party exporters.
(b) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log
export program.
(c)
Direct exports through our log export program began in Q1 2022. Prior to Q4 2022, pricing reflects the transfer of logs on an FOB basis.
Beginning in Q4 2022, pricing is reported on a CFR basis (i.e., inclusive of export costs and freight).
(d) Consists primarily of conservation easement sales for habitat protection in Q2 2023.
(e) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by
casualty events that cannot be salvaged.
(f)
Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.
(g) Delivered Sawtimber excluding chip-n-saw.
39
New Zealand Timber Overview
2024
2023
2022
Sales Volume (in thousands of tons)
Domestic Pulpwood (Delivered) ...............................................
240
225
388
Domestic Sawtimber (Delivered) ..............................................
674
677
686
Export Pulpwood (Delivered) ....................................................
282
230
182
Export Sawtimber (Delivered) ...................................................
1,292
1,344
1,360
Total Volume ..............................................................................
2,487
2,476
2,616
% Delivered Volume (vs. Total Volume)
100%
100%
100%
% Sawtimber Volume (vs. Total Volume)
79%
82%
78%
% Export Volume (vs. Total Volume) (a)
63%
64%
59%
Delivered Log Pricing (in dollars per ton)
Domestic Pulpwood ....................................................................
$32.83
$34.58
$33.50
Domestic Sawtimber...................................................................
66.05
66.31
71.87
Export Sawtimber........................................................................
105.86
102.39
124.91
Weighted Average Log Price .................................................
$86.59
$85.27
$96.77
Summary Financial Data (in millions of dollars)
Timber Sales................................................................................
$215.3
$211.1
$253.1
Less: Cut and Haul .....................................................................
(85.5)
(84.5)
(94.3)
Less: Port and Freight ................................................................
(75.3)
(64.8)
(94.1)
Net Stumpage Sales.................................................................
$54.5
$61.8
$64.8
Carbon Credit Sales ...................................................................
22.4
23.4
19.8
Other Non-Timber Sales ............................................................
0.8
1.0
1.1
Total Sales ..................................................................................
$238.6
$235.5
$274.1
Operating Income........................................................................
$33.5
$26.0
$30.6
(+) Timber write-offs resulting from casualty events (b)........
—
2.3
—
(+) Depreciation, depletion and amortization..........................
20.3
21.7
23.9
Adjusted EBITDA (c) ................................................................
$53.8
$50.0
$54.5
Other Data
New Zealand Dollar to U.S. Dollar Exchange Rate (d) .........
0.6094
0.6117
0.6350
Net Plantable Year-End Acres (in thousands) ........................
287
297
297
Export Sawtimber (in dollars per JAS m3)...............................
$123.08
$119.04
$145.23
Domestic Sawtimber (in $NZD per tonne) ..............................
$119.22
$119.25
$124.50
(a) Percentage of export volume reflects direct exports through our log export program.
(b) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by
casualty events that cannot be salvaged.
(c)
Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.
(d) Represents the period-average rate.
40
Real Estate Overview
2024
2023
2022
Sales (in millions of dollars)
Improved Development (a) ..........................................................
$30.8
$30.7
$35.4
Unimproved Development ...........................................................
12.4
0.1
—
Rural ................................................................................................
72.9
99.7
59.5
Timberland & Non-Strategic.........................................................
16.1
3.3
11.4
Conservation Easement ...............................................................
1.1
—
—
Deferred Revenue/Other (b) ........................................................
15.5
13.9
1.2
Large Dispositions (c) ...................................................................
495.0
242.2
30.5
Total Sales.....................................................................................
$643.8
$390.0
$138.0
Acres Sold
Improved Development (a) ..........................................................
267
376
225
Unimproved Development ..........................................................
1,129
10
—
Rural ................................................................................................
12,330
28,955
13,156
Timberland & Non-Strategic.........................................................
13,536
1,270
3,966
Large Dispositions (c) ...................................................................
199,470
55,008
10,977
Total Acres Sold ..........................................................................
226,731
85,618
28,323
Gross Price per Acre (dollars per acre)
Improved Development (a) ..........................................................
$115,355
$81,756
$157,424
Unimproved Development ...........................................................
10,980
11,250
—
Rural ................................................................................................
5,914
3,442
4,522
Timberland & Non-Strategic.........................................................
1,190
2,636
2,874
Large Dispositions (c) ...................................................................
2,482
4,403
2,776
Weighted Average (Total) (d) ...................................................
$4,849
$4,372
$6,128
Weighted Average (Adjusted) (e) ............................................
$3,757
$3,411
$4,140
Total Sales (Excluding Large Dispositions).........................
$148.8
$147.8
$107.5
Operating Income ..........................................................................
$340.4
$156.6
$58.5
(–) Gain associated with the multi-family apartment complex
sale attributable to NCI (f) ............................................................
—
—
(11.5)
(–) Large Dispositions (c) .............................................................
(291.1)
(105.1)
(16.6)
(+) Depreciation, depletion and amortization ............................
13.1
18.0
13.9
(+) Non-cash cost of land and improved development............
44.4
29.8
28.4
Adjusted EBITDA (g) ..................................................................
$106.8
$99.3
$72.7
(a) Reflects land with capital invested in infrastructure improvements.
(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to
residential and commercial lease revenue.
(c)
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a
demonstrable premium relative to timberland value.
(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
2024
2023
2022
Sales Volume (in thousands of tons)
U.S. ..................................................................................................................
64
71
99
NZ.....................................................................................................................
201
307
460
Total Volume .................................................................................................
265
378
559
Summary Financial Data (in millions of dollars)
Trading Sales..................................................................................................
$28.1
$41.9
$69.3
Non-Timber Sales ..........................................................................................
1.5
1.8
1.7
Total Sales .....................................................................................................
$29.6
$43.7
$71.0
Operating (Loss) Income ..............................................................................
($0.1)
$0.5
$0.4
Adjusted EBITDA (a) ...................................................................................
($0.1)
$0.5
$0.4
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.
42
Capital Expenditures By Segment
2024
2023
2022
Timber Capital Expenditures (in millions of dollars)
Southern Timber
Reforestation, silviculture and other capital expenditures...........
$31.9
$30.6
$24.1
Property taxes ....................................................................................
7.5
7.3
7.1
Lease payments.................................................................................
2.6
2.8
3.1
Allocated overhead............................................................................
6.4
5.9
4.9
Subtotal Southern Timber .................................................................
$48.4
$46.5
$39.3
Pacific Northwest Timber
Reforestation, silviculture and other capital expenditures...........
8.1
10.9
10.5
Property taxes ....................................................................................
0.5
0.9
1.1
Allocated overhead............................................................................
4.7
5.6
5.2
Subtotal Pacific Northwest Timber .................................................
$13.3
$17.4
$16.8
New Zealand Timber
Reforestation, silviculture and other capital expenditures...........
8.7
8.6
10.9
Property taxes ....................................................................................
0.8
0.8
0.8
Lease payments.................................................................................
5.5
4.5
4.4
Allocated overhead............................................................................
2.7
2.8
2.4
Subtotal New Zealand Timber ..........................................................
$17.7
$16.7
$18.5
Total Timber Segments Capital Expenditures ............................
$79.4
$80.5
$74.5
Real Estate..............................................................................................
0.3
0.3
0.3
Corporate.................................................................................................
—
0.6
—
Total Capital Expenditures ...........................................................
$79.8
$81.4
$74.8
Timberland Acquisitions
Southern Timber.....................................................................................
$22.8
$10.5
$457.8
Pacific Northwest Timber ......................................................................
—
3.6
—
New Zealand Timber..............................................................................
—
—
0.7
Total Timberland Acquisitions.....................................................
$22.8
$14.1
$458.5
Real Estate Development Investments (a) ....................................
$25.8
$23.1
$13.7
(a) Represents investments in master infrastructure or entitlements in our real estate development projects. Real Estate Development
Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.
43
Sales
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Elim.
Total
2023 .............................................
$264.1
$124.1
$235.5
$390.0
$43.7
($0.5)
$1,056.9
Volume.........................................
(11.4)
(3.7)
0.9
(14.3)
(12.5)
—
(41.0)
Price.............................................
(7.0)
(1.1)
(7.9)
11.6
(1.2)
—
(5.6)
Non-timber sales (a)..................
13.5
(0.7)
(0.9)
—
(0.3)
—
11.6
Foreign exchange (b)................
—
—
(0.6)
—
—
—
(0.6)
Other............................................
(8.8) (c)
(17.8) (c)
11.6 (d)
256.5 (e)
(0.1)
0.3
241.7
2024 .............................................
$250.4
$100.8
$238.6
$643.8
$29.6
($0.2)
$1,263.0
(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts. For the Pacific
Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. For the New Zealand Timber segment,
includes carbon credit sales.
(b) Net of currency hedging impact.
(c)
Includes variance due to stumpage versus delivered sales.
(d) Includes variance due to domestic versus export sales.
(e) Includes a $252.8 million increase in Large Dispositions as well as deferred revenue adjustments, builder price participation and marketing
fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
Operating Income (Loss)
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and Other
Total
2023.........................................
$76.3
($9.0)
$26.0
$156.6
$0.5
($39.1)
$211.3
Volume ....................................
(5.8)
(0.5)
0.2
(9.3)
—
—
(15.4)
Price (a) ..................................
(7.0)
(1.1)
(7.9)
11.6
—
—
(4.4)
Cost .........................................
0.1
2.1
1.1
9.0
(0.6)
(1.0)
10.7
Non-timber income (b)..........
13.2
(0.7)
0.1
—
—
—
12.6
Foreign exchange (c)............
—
—
10.4
—
—
—
10.4
Depreciation, depletion &
amortization............................
1.1
2.9
1.3
3.0
—
(0.1)
8.2
Non-cash cost of land and
improved development .........
—
—
—
(17.4)
—
—
(17.4)
Other........................................
—
—
2.3 (d)
186.9 (e)
—
(2.7) (f)
186.5
2024.........................................
$77.9
($6.3)
$33.5
$340.4
($0.1)
($42.9)
$402.5
(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) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts. For the Pacific
Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. For the New Zealand Timber segment,
includes income from carbon credit sales.
(c)
Net of currency hedging impact.
(d) Includes $2.3 million of timber write-offs resulting from casualty events in the prior year.
(e) Includes a $186.0 million increase in operating income from Large Dispositions in the current year as well as deferred revenue adjustments,
builder price participation and marketing fees related Improved Development sales in addition to Conservation Easement sales and
residential and commercial lease revenue.
(f)
Includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges.
RESULTS OF OPERATIONS, 2024 VERSUS 2023
(millions of dollars)
The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for 2024 versus
2023:
44
Adjusted EBITDA (a)
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and Other
Total
2023........................................................
$156.2
$27.9
$50.0
$99.3
$0.5
($37.4)
$296.5
Volume ...................................................
(11.2)
(2.8)
0.3
(14.3)
—
—
(28.0)
Price (b) .................................................
(7.0)
(1.1)
(7.9)
11.6
—
—
(4.4)
Cost ........................................................
0.1
2.1
1.1
9.0
(0.6)
(1.0)
10.7
Non-timber income (c) .........................
13.2
(0.7)
0.1
—
—
—
12.6
Foreign exchange (d)...........................
—
—
10.2
—
—
—
10.2
Other (e).................................................
—
—
—
1.2
—
—
1.2
2024........................................................
$151.3
$25.4
$53.8
$106.8
($0.1)
($38.4)
$298.8
(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)
For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts. For the Pacific
Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. For the New Zealand Timber segment,
includes income from carbon credit sales.
(d) Net of currency hedging impact.
(e) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in
addition to Conservation Easement sales and residential and commercial lease revenue.
SOUTHERN TIMBER
Full-year sales of $250.4 million decreased $13.7 million, or 5%, versus the prior year. Harvest volumes
decreased 7% to 6.81 million tons versus 7.31 million tons in the prior year, primarily driven by wet ground
conditions that constrained production, softer demand from lumber mills, and the impact of the Large Disposition
completed in the fourth quarter. Average pine sawtimber stumpage realizations decreased 4% to $28.41 per ton
versus $29.64 per ton in the prior year, while average pine pulpwood stumpage realizations increased 1% to $16.89
per ton versus $16.78 per ton in the prior year. The decrease in average pine sawtimber prices was primarily due to
softer demand from sawmills, an unfavorable geographic mix, and the impact of salvage volume. The increase in
average pine pulpwood prices was primarily driven by improved demand from pulp mills. Overall, weighted-average
stumpage realizations (including hardwood) decreased 5% to $21.46 per ton versus $22.49 per ton in the prior year.
Operating income of $77.9 million increased $1.6 million versus the prior year due to higher non-timber income
($13.2 million), lower depletion rates ($1.1 million) and lower costs ($0.1 million), partially offset by lower net
stumpage realizations ($7.0 million) and lower volumes ($5.8 million). Full-year Adjusted EBITDA of $151.3 million
was $4.9 million below the prior year.
PACIFIC NORTHWEST TIMBER
Full-year sales of $100.8 million decreased $23.4 million, or 19%, versus the prior year. Harvest volumes
decreased 7% to 1.22 million tons versus 1.31 million tons in the prior year, primarily due to the Large Dispositions
completed in the region. Average delivered prices for domestic sawtimber decreased 8% to $89.79 per ton versus
$97.71 per ton in the prior year due to a combination of weaker demand from domestic lumber mills, reduced export
market tension, and an unfavorable species mix. Average delivered pulpwood prices decreased 23% to $29.88 per
ton versus $38.78 per ton in the prior year due to softer mill demand in the region.
An operating loss of $6.3 million versus an operating loss of $9.0 million in the prior year was driven by lower
depletion rates ($2.9 million) and lower costs ($2.1 million), partially offset by lower net stumpage realizations ($1.1
million), lower non-timber income ($0.7 million), and lower volumes ($0.5 million). Full-year Adjusted EBITDA of
$25.4 million was $2.6 million below the prior year.
NEW ZEALAND TIMBER
Full-year sales of $238.6 million increased $3.1 million, or 1%, versus the prior year. Harvest volumes increased
to 2.49 million tons versus 2.48 million tons in the prior year. Average delivered prices for export sawtimber
increased 3% to $105.86 per ton versus $102.39 per ton in the prior year, as higher shipping costs were partially
passed on to export customers through increased prices. Average delivered prices for domestic sawtimber of
$66.05 per ton remained relatively consistent versus $66.31 per ton in the prior year.
45
REAL ESTATE
Full-year sales of $643.8 million increased $253.8 million versus the prior year, while operating income of
$340.4 million increased $183.8 million versus the prior year. Sales and operating income in the current year
included $495.0 million and $291.1 million, respectively, from Large Dispositions. Prior year sales and operating
income included $242.2 million and $105.1 million, respectively, from Large Dispositions. Sales increased primarily
due to significantly higher volumes (226,731 acres sold versus 85,618 acres sold in the prior year), partially offset
by lower weighted average prices ($2,766 per acre versus $4,392 per acre in the prior year). Full-year Adjusted
EBITDA of $106.8 million was $7.5 million above the prior year.
TRADING
Full-year sales of $29.6 million decreased $14.1 million versus the prior year due to lower volumes and prices.
Sales volumes decreased 30% to 265,000 tons versus 378,000 tons in the prior year. Operating income and
Adjusted EBITDA decreased $0.6 million versus the prior year.
CORPORATE AND OTHER EXPENSE / ELIMINATIONS
Full-year corporate and other operating expense of $42.9 million increased $3.8 million versus the prior year,
primarily due to $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges, as
well as higher compensation and benefit related expenses. The restructuring charges were related to a workforce
optimization initiative designed to reduce overhead costs following the disposition of approximately 255,000 acres of
timberlands in connection with our Initiatives to Enhance Shareholder Value.
INTEREST EXPENSE, NET
Full-year interest expense of $36.9 million decreased $11.4 million versus the prior year, primarily due to lower
average outstanding debt and the gain from a terminated cash flow hedge.
INTEREST AND OTHER MISCELLANEOUS INCOME, NET
Full-year interest and other miscellaneous income of $10.4 million decreased $10.2 million versus the prior year.
The decrease versus the prior year is primarily due to lower net recoveries associated with legal settlements ($12.7
million) and higher pension settlement charges ($4.0 million), partially offset by higher interest income ($6.8 million)
due to higher cash on hand as a result of the completed Large Dispositions.
INCOME TAX EXPENSE
Full-year income tax expense of $7.0 million increased $1.9 million versus the prior year as a result of higher
taxable income, partially offset by a $1.2 million tax benefit associated with the pension termination and settlement.
The New Zealand subsidiary is the primary driver of income tax expense.
SHARE REPURCHASES
During the fourth quarter, the Company repurchased 488,017 shares at an average price of $30.10 per share,
or $14.7 million in total. In December, the Company announced a new $300 million share repurchase authorization,
replacing our previous $100 million share repurchase authorization.
RESULTS OF OPERATIONS, 2023 VERSUS 2022
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, 2023 for the results of
operations discussion for the fiscal year ended December 31, 2023 compared to the fiscal year ended
December 31, 2022.
Operating income of $33.5 million increased $7.4 million versus the prior year due to favorable foreign
exchange impacts ($10.4 million), the prior year write-off of timber basis due to a tropical cyclone event ($2.3
million), lower depletion rates ($1.3 million), lower costs ($1.1 million), higher volumes ($0.2 million), and higher
non-timber / carbon credit income ($0.1 million), partially offset by lower net stumpage realizations ($7.9 million).
Full-year Adjusted EBITDA of $53.8 million was $3.8 million above the prior year.
46
OUTLOOK FOR 2025
In 2025, we expect to achieve full-year harvest volumes in our Southern Timber segment of 6.9 to 7.1 million
tons—a modest increase in harvest volumes versus the prior year, primarily due to the carryover of some planned
2024 volume into 2025, partially offset by reduced volume from the recent disposition in Oklahoma. Further, while
we expect pine stumpage realizations to trend higher as the year progresses, we anticipate that full-year
realizations will be slightly lower versus the prior year, due in part to the continued impact of salvage volume on the
market. Lastly, we expect slightly lower non-timber income for full-year 2025 as compared to the prior year, which
benefited from significant pipeline easement activity.
In our Pacific Northwest Timber segment, we expect to achieve full-year harvest volumes of approximately 0.9
million tons, which reflects the reduction in our Pacific Northwest sustainable yield resulting from the recent
dispositions in Washington. Further, we expect that full-year weighted average log pricing will increase modestly
versus the prior year as a result of improving demand conditions.
In our New Zealand Timber segment, we expect full-year harvest volumes of 2.5 to 2.7 million tons. We expect
that full-year domestic and export sawtimber pricing will improve modestly relative to the full-year pricing achieved in
2024 as supply-demand fundamentals continue to improve. We further anticipate a modest increase in carbon credit
sales in 2025, as pricing appears to have stabilized following a period of unusual market volatility.
In our Real Estate segment, we are encouraged by the continued strong demand and value realizations for our
HBU properties, and we expect another solid year in both our rural land sales program as well as our improved
development projects based on our current pipeline of transactions. However, similar to 2024, we anticipate very
light closing activity in the first quarter.
Our 2025 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A —
Risk Factors.
47
As of December 31,
(in millions of dollars)
2024
2023
2022
Cash and cash equivalents ............................................................................................ $323.2
$207.7
$114.3
Total debt (a)..................................................................................................................... 1,114.8
1,372.7
1,523.1
Noncontrolling interests in the Operating Partnership ...............................................
51.8
81.7
105.8
Shareholders’ equity........................................................................................................ 1,780.5
1,877.6
1,880.7
Net Income Attributable to Rayonier Inc.......................................................................
359.1
173.5
107.1
Adjusted EBITDA (b) .......................................................................................................
298.8
296.5
314.2
Total capitalization (total debt plus permanent and temporary equity) .................... 2,947.1
3,332.0
3,509.6
Debt to capital ratio..........................................................................................................
38%
41%
43%
Debt to Adjusted EBITDA (b)..........................................................................................
3.7
4.6
4.8
Net debt to Adjusted EBITDA (b)(c) ..............................................................................
2.6
3.9
4.5
Net debt to enterprise value (c)(d) ................................................................................
17%
19%
22%
(a)
Total debt as of December 31, 2024, 2023 and 2022 reflects the principal on long-term debt, net of fair market value adjustments and
gross of deferred financing costs and unamortized discounts of $5.6 million, $6.9 million and $8.4 million, respectively.
(b)
For a reconciliation of Adjusted EBITDA to net income see Item 7 — 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
$26.10, $33.41, and $32.96 as of December 31, 2024, 2023 and 2022, respectively.
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;
however, 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.
On November 1, 2023, we announced an asset disposition and capital structure realignment plan (the “Plan”)
targeting $1 billion of select asset sales to reduce our leverage to ≤3.0x Net Debt / Adjusted EBITDA and return
capital to share and unit holders. Since the announcement, we have closed on approximately $737 million of
timberland dispositions and have reduced Net Debt / Adjusted EBITDA to 2.6x, while also returning capital to share
and unit holders in the form of special cash dividends and share repurchases. We believe we remain on-track to
achieve the remainder of the $1 billion disposition target as planned.
While we currently anticipate to execute the remainder of Plan as announced, facts and circumstances could
change in the future, which may change our strategy or preclude us from executing the Plan as intended. See Item
1A — Risk Factors in this Annual Report on Form 10-K for additional information.
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, 2024, 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
48
The following table outlines common share issuances pursuant to our ATM program (dollars in millions):
Year Ended December 31,
2024
2023
Common shares issued under the ATM program
—
400
Average price of common shares issued under the ATM program
—
$34.03
CASH FLOWS
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):
2024
2023
2022
Total cash provided by (used for):
Operating activities .............................................................................................................. $261.6
$298.4
$269.2
Investing activities ................................................................................................................
354.0
124.1
(516.4)
Financing activities...............................................................................................................
(479.4)
(328.9)
(4.6)
Effect of exchange rate changes on cash ........................................................................
(1.4)
(0.6)
(1.9)
Change in cash, cash equivalents and restricted cash .................................................... $134.8
$93.0
($253.7)
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities decreased $36.8 million versus the prior year primarily due to changes in
working capital and lower net recoveries on legal settlements.
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
Cash provided by investing activities increased $229.9 million versus the prior year primarily due to higher
proceeds from Large Dispositions ($244.9 million) and lower capital expenditures ($1.7 million), partially offset by
higher cash used for timberland acquisitions ($8.7 million), higher real estate development investments
($2.7 million), and other investing activities ($5.2 million).
CASH USED FOR FINANCING ACTIVITIES
Cash used for financing activities increased $150.5 million from the prior year due to higher debt repayments
($100.0 million), higher dividends paid on common shares ($30.6 million), increases in share repurchases ($14.6
million), higher distributions to noncontrolling interests in consolidated affiliates ($5.4 million), and lower proceeds
from the issuance of common shares under the incentive stock plan ($0.1 million), partially offset by lower
distributions to noncontrolling interests in the Operating Partnership ($0.2 million), and lower costs associated with
the issuance of common shares under the ATM Program ($0.1 million).
AT-THE-MARKET (“ATM” EQUITY OFFERING 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, 2024, $269.7 million remains available for issuance under the 2022 ATM
Program.
49
Significant long-term uses of cash include the following (in millions):
Future uses of cash (in millions)
Total
Payments Due by Period
2025
2026-2027
2028-2029
Thereafter
Long-term debt (a) ............................................................... $1,095.4
—
$245.4
$400.0
$450.0
Current maturities of long-term debt .................................
19.4
19.4
—
—
—
Interest payments on long-term debt (b) ..........................
197.7
52.9
80.8
45.4
18.6
Operating leases — timberland (c)....................................
174.5
7.8
14.2
13.6
138.9
Operating leases — PP&E, offices (c)..............................
4.7
1.0
1.1
0.8
1.8
Commitments — real estate projects................................
60.5
25.7
17.2
10.1
7.5
Commitments — derivatives (d) ........................................
6.8
3.8
3.0
—
—
Commitments — environmental remediation (e) ............
7.9
4.3
1.2
0.5
1.9
Commitments — other (f)....................................................
2.8
1.3
1.0
0.1
0.4
Total ............................................................................. $1,569.7
$116.2
$363.9
$470.5
$619.1
(a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $1,089.8 million on
our Consolidated Balance Sheets, but upon maturity the liability will be $1,095.4 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, 2024 and excludes the impact of hedging.
(c)
Excludes anticipated renewal options.
(d) 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.
(e) 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.
(f)
Commitments — other includes other purchase obligations.
We expect to fund future uses of cash with a combination of existing cash balances, cash generated by
operating activities, the remaining issuances available under the Company’s ATM Program, Large Dispositions and
the use of our revolving credit facilities. We believe we have sufficient sources of funding to meet our business
requirements for the next 12 months and in the longer term.
EXPECTED 2025 EXPENDITURES
Capital expenditures in 2025 are forecasted to be between $72 million and $77 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 2025 are expected to be between $28 million and $32 million, net of
reimbursements from community development bonds. Expected real estate development investments are primarily
related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida and
Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia.
Our 2025 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders
are expected to be approximately $171.2 million and $2.3 million, respectively. These estimates exclude the
additional dividend and distribution paid January 30, 2025, to shareholders of record on December 12, 2024. They
assume no change in the quarterly dividend rate of $0.2725 per share or unit announced on February 5, 2025, and
no material changes in outstanding common shares or partnership units. See the subsequent events section of
Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly dividend and
distribution rate.
FUTURE 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, repurchases of the Company’s common shares, or other expenditures as needed.
50
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, 2024
December 31, 2023
Current assets...........................................................................................
$311.9
$197.5
Non-current assets ...................................................................................
93.1
98.8
Current liabilities .......................................................................................
293.8
60.0
Non-current liabilities ...............................................................................
2,341.5
2,181.6
Due to non-guarantors.............................................................................
1,273.3
861.5
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, 2024
December 31, 2023
Cost and expenses .................................................................................
($35.4)
($32.3)
Operating loss..........................................................................................
(35.4)
(32.3)
Net loss .....................................................................................................
(60.2)
(70.5)
Revenue from non-guarantors ..............................................................
1,263.0
1,108.9
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, 2015 Term Loan Agreement, 2016
Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility.
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.
Cash income tax payments in 2025 are expected to be between $6 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, 2024.
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.
51
RESTRICTED CASH
See Note 21 — Restricted Cash for further information regarding the funds deposited with a third-party
intermediary and cash held in escrow.
PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance,
liquidity, and ability to generate cash and satisfy rating agency and creditor requirements. This information includes
two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and
Amortization (“Adjusted EBITDA”), and Cash Available for Distribution (“CAD”), which are both non-GAAP financial
measures used to supplement Rayonier’s financial statements presented in accordance with GAAP. These
measures are not defined by GAAP and the discussion of Adjusted EBITDA and CAD is not intended to conflict with
or change any of the GAAP disclosures described above. Management considers these measures to be important
to estimate the enterprise and shareholder values of the Company as a whole and of its 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 non-GAAP measures should be
considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the
business and that investors can use to evaluate the operational performance of the assets under management. It
excludes specific items that management believes are not indicative of the Company’s ongoing operating results.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash
cost of land and improved development, non-operating income and expense, costs related to disposition initiatives,
restructuring charges, timber write-offs resulting from casualty events, gain associated with the multi-family
apartment complex sale attributable to noncontrolling interests and Large Dispositions.
52
2024
2023
2022
Net Income to Adjusted EBITDA Reconciliation
Net Income ........................................................................................................................................ $369.0 $178.5 $122.8
Interest, net and miscellaneous income (a) .........................................................................
27.8
45.9
33.2
Income tax expense (b)...........................................................................................................
7.0
5.1
9.4
Depreciation, depletion and amortization ............................................................................. 140.2
158.2
147.3
Non-cash cost of land and improved development.............................................................
44.4
29.8
28.4
Non-operating (income) expense (c).....................................................................................
(1.3)
(18.3)
0.4
Costs related to disposition initiatives (d) .............................................................................
1.6
—
—
Restructuring charges (e) .......................................................................................................
1.1
—
—
Timber write-offs resulting from casualty events (f) ............................................................
—
2.3
0.7
Gain associated with the multi-family apartment complex sale attributable to NCI (g).
—
—
(11.5)
Large Dispositions (h).............................................................................................................. (291.1) (105.1)
(16.6)
Adjusted EBITDA.............................................................................................................................. $298.8 $296.5 $314.2
(a) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.
(b) The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.
(c)
The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by
$6.0 million of pension settlement charges. The year ended December 31, 2023 includes $20.7 million of net recoveries associated with
legal settlements, which is partially offset by $2.0 million of pension settlement charges.
(d) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset
disposition plan, which was announced in November 2023.
(e) Restructuring charges include severance costs related to workforce optimization initiatives.
(f)
Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by
casualty events that cannot be salvaged.
(g) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in
connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
(h) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not
reflect a demonstrable premium relative to timberland value.
We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income (Loss)
for the segments, as those are the most comparable GAAP measures for each. The following table provides a
reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars):
53
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and
Other
Total
2024
Operating income (loss) ..............................................................
$77.9
($6.3)
$33.5
$340.4
($0.1)
($42.9)
$402.5
Add:
Costs related to disposition initiatives (a) ..................
—
—
—
—
—
1.6
1.6
Add:
Restructuring charges (b) ............................................
—
—
—
—
—
1.1
1.1
Add:
Depreciation, depletion and amortization ..................
73.4
31.7
20.3
13.1
—
1.8
140.2
Add:
Non-cash cost of land and improved development..
—
—
—
44.4
—
—
44.4
Less:
Large Dispositions (c)...................................................
—
—
—
(291.1)
—
—
(291.1)
Adjusted EBITDA .........................................................................
$151.3
$25.4
$53.8
$106.8
($0.1)
($38.4)
$298.8
2023
Operating income (loss) ..............................................................
$76.3
($9.0)
$26.0
$156.6
$0.5
($39.1)
$211.3
Add:
Depreciation, depletion and amortization ..................
80.0
36.9
21.7
18.0
—
1.7
158.2
Add:
Non-cash cost of land and improved development..
—
—
—
29.8
—
—
29.8
Add:
Timber write-offs resulting from casualty events (d)
—
—
2.3
—
—
—
2.3
Less:
Large Dispositions (c)...................................................
—
—
—
(105.1)
—
—
(105.1)
Adjusted EBITDA .........................................................................
$156.2
$27.9
$50.0
$99.3
$0.5
($37.4)
$296.5
2022
Operating income .........................................................................
$96.6
$15.2
$30.6
$58.5
$0.4
($35.5)
$165.8
Add:
Depreciation, depletion and amortization ..................
60.3
48.0
23.9
13.9
—
1.3
147.3
Add:
Non-cash cost of land and improved development..
—
—
—
28.4
—
—
28.4
Add:
Timber write-offs resulting from casualty events (d)
—
0.7
—
—
—
—
0.7
Less:
Gain associated with the multi-family apartment
complex sale attributable to NCI (e)...........................
—
—
—
(11.5)
—
—
(11.5)
Less:
Large Dispositions (c)...................................................
—
—
—
(16.6)
—
—
(16.6)
Adjusted EBITDA .........................................................................
$156.9
$63.9
$54.5
$72.7
$0.4
($34.2)
$314.2
(a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset
disposition plan, which was announced in November 2023.
(b) Restructuring charges include severance costs related to workforce optimization initiatives.
(c)
Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not
reflect a demonstrable premium relative to timberland value.
(d) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by
casualty events that cannot be salvaged.
(e) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in
connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
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):
54
2024
2023
2022
Cash provided by operating activities
$261.6
$298.4
$269.2
Capital expenditures (a)
(79.8)
(81.4)
(74.8)
Net recovery on legal settlements (b)
(8.0)
(20.7)
—
Working capital and other balance sheet changes
9.9
(32.4)
(2.9)
CAD
$183.7
$163.9
$191.5
Mandatory debt repayments
—
—
—
Adjusted CAD
$183.7
$163.9
$191.5
Cash provided by (used for) investing activities
$354.0
$124.1
($516.4)
Cash used for financing activities
($479.4)
($328.9)
($4.6)
(a) Capital expenditures exclude timberland acquisitions and real estate development investments.
(b) Reflects the net gain from litigation regarding insurance claims.
The following table provides supplemental cash flow data for the three years ended December 31 (in millions):
2024
2023
2022
Purchase of timberlands
($22.8)
($14.1)
($458.5)
Real Estate development investments
(25.8)
(23.1)
(13.7)
Distributions to noncontrolling interests in consolidated affiliates
(7.1)
(1.7)
(19.4)
Cash Available for Distribution (CAD) is a non-GAAP measure of cash generated during a period that is
available for common stock dividends, distributions to Operating Partnership unitholders, distributions to
noncontrolling interests, repurchase of the Company's common shares, debt reduction, timberland acquisitions and
real estate development investments. CAD is defined as cash provided by operating activities adjusted for capital
spending (excluding timberland acquisitions and real estate development investments) and working capital and
other balance sheet changes. In compliance with SEC requirements for non-GAAP measures, we reduce CAD by
mandatory debt repayments, which results in the measure entitled “Adjusted CAD.” CAD and Adjusted CAD
generated in any period are not necessarily indicative of the CAD that may be generated in future periods.
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the three years ended
December 31 (in millions):
55
(Dollars in thousands)
2025
2026
2027
2028
2029
Thereafter
Total
Fair Value
Variable rate debt:
Principal amounts
—
$200,000
—
$200,000
$200,000
—
$600,000
$600,000
Average interest rate (a)(b)
—
6.30%
—
6.15%
6.20%
—
6.21%
Fixed rate debt:
Principal amounts
$19,442
$22,683
$22,683
—
—
$450,000
$514,808
$451,584
Average interest rate (b)
2.95%
3.64%
6.48%
—
—
2.75%
2.96%
Interest rate swaps:
Notional amount
—
$200,000
—
$200,000
$200,000
—
$600,000
$49,353
Average pay rate (b)
—
1.50%
—
1.37%
0.67%
—
1.18%
Average receive rate (c)
—
4.55%
—
4.55%
4.55%
—
4.55%
(a) Excludes estimated patronage refunds.
(b) Interest rates as of December 31, 2024.
(c)
Average daily Simple SOFR rate as of December 31, 2024 based on a 30-day look back period.
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
We are exposed to interest rate risk through our variable rate debt 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, 2024, we had $600
million 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, 2024 was also $600 million. The $200 million 2015 Term Loan Agreement matures in April 2028 and
on August 1, 2024, three forward-starting interest rate swaps with a total notional amount of $200 million matured
into active interest rate swaps and fixed $200 million of the outstanding principal over its remaining four-year term.
The 2016 Incremental Term Loan Agreement and associated interest rate swaps mature in May 2026, and the 2021
Incremental Term Loan Agreement and associated interest rate swaps mature in June 2029. At this current
borrowing and derivatives level, a hypothetical one-percentage point increase/decrease in interest rates would
result in no corresponding increase/decrease in interest payments and expense 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, 2024 was $451.6 million compared to the $514.8 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, 2024 would result
in a corresponding decrease/increase in the fair value of our fixed rate debt of approximately $22 million and $23
million, respectively.
We estimate the periodic effective interest rate on our U.S. long-term fixed and variable rate debt to be
approximately 2.3% after consideration of interest rate swaps and estimated patronage refunds and excluding
unused commitment fees on the revolving credit facility.
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, 2024:
56
(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 .......... $5,100
$3,000
$5,500
$14,000 $32,000 $23,000 $17,000 $28,000 $127,600 ($6,885)
Average contract rate . 1.6667
1.6918
1.6636
1.6550
1.6430
1.6490
1.6771
1.6673
1.6582
Foreign currency option contracts to sell U.S. dollar for New Zealand dollar
Notional amount .......... $4,000
$4,000
$4,000
$14,000 $24,000 $22,000 $22,000 $38,000 $132,000 ($2,164)
Average strike price .... 1.6445
1.6455
1.6463
1.6725
1.7247
1.6544
1.6871
1.6690
1.6780
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.
Foreign Exchange Exposure
At December 31, 2024, the New Zealand subsidiary had foreign currency exchange contracts with a notional
amount of $128 million and foreign currency option contracts with a notional amount of $132 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,
2024:
57
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page
Management’s Report on Internal Control over Financial Reporting.......................................................................................................
59
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) .........................................................................................
61
Rayonier Inc.: ....................................................................................................................................................................................................
Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Years Ended December 31, 2024 ....
66
Consolidated Balance Sheets as of December 31, 2024 and 2023...................................................................................................
67
Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2024............................................
68
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2024............................................................
70
Rayonier, L.P.: ...................................................................................................................................................................................................
Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Years Ended December 31, 2024 ....
72
Consolidated Balance Sheets as of December 31, 2024 and 2023...................................................................................................
73
Consolidated Statements of Changes in Capital for the Three Years Ended December 31, 2024...............................................
74
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2024............................................................
75
Notes to Consolidated Financial Statements ...............................................................................................................................................
77
Note 1 - Summary of Significant Accounting Policies ........................................................................................................................
77
Note 2 - Segment and Geographical Information ...............................................................................................................................
86
Note 3 - Revenue .....................................................................................................................................................................................
91
Note 4 - Timberland Acquisitions ...........................................................................................................................................................
95
Note 5 - Noncontrolling Interests ...........................................................................................................................................................
95
Note 6 - Earnings Per Share and Per Unit...........................................................................................................................................
97
Note 7 - Debt.............................................................................................................................................................................................
99
Note 8 - Derivative Financial Instruments and Hedging Activities....................................................................................................
103
Note 9 - Fair Value Measurements........................................................................................................................................................
107
Note 10 - Commitments ..........................................................................................................................................................................
108
Note 11 - Contingencies..........................................................................................................................................................................
108
Note 12 - Environmental and Natural Resource Damage Liabilities ...............................................................................................
109
Note 13 - Guarantees..............................................................................................................................................................................
110
Note 14 - Higher and Better Use Timberlands and Real Estate Development Investments .......................................................
111
Note 15 - Inventory ..................................................................................................................................................................................
111
Note 16 - Leases ......................................................................................................................................................................................
112
Note 17 - Other Operating (Expense) Income, Net ............................................................................................................................
113
Note 18 - Employee Benefit Plans ........................................................................................................................................................
114
Note 19 - Incentive Stock Plans.............................................................................................................................................................
119
Note 20 - Income Taxes ..........................................................................................................................................................................
123
Note 21 - Restricted Cash ......................................................................................................................................................................
125
Note 22 - Assets Held for Sale...............................................................................................................................................................
126
Note 23 - Other Assets ............................................................................................................................................................................
126
Note 24 - Accumulated Other Comprehensive (Loss) Income .........................................................................................................
127
Note 25 - Related Party...........................................................................................................................................................................
128
58
RAYONIER INC.
By: /s/ MARK MCHUGH
Mark McHugh
President and Chief Executive Officer
(Principal Executive Officer)
February 21, 2025
By: /s/ APRIL TICE
April Tice
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
February 21, 2025
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, 2024. 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, 2024.
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, 2024. The report on the Company’s internal control over financial reporting as of December 31, 2024,
is on page 61.
59
RAYONIER, L.P.
By: RAYONIER, INC., its sole general partner
By: /s/ MARK MCHUGH
Mark McHugh
President and Chief Executive Officer
(Principal Executive Officer)
February 21, 2025
By: /s/ APRIL TICE
April Tice
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
February 21, 2025
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, 2024. 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, 2024.
60
/s/ Ernst & Young LLP
Jacksonville, Florida
February 21, 2025
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, 2024,
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, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of income and comprehensive income (loss), shareholders’ equity and cash flows for each
of the three years in the period ended December 31, 2024, and the related notes and the financial statement
schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our
report dated February 21, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
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.
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, 2024 and 2023, the related consolidated statements of income and comprehensive income
(loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and
the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with
U.S. 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, 2024, 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 21, 2025 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) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter 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
Depletion of Timber
Description of the
Matter
For the year ended December 31, 2024, the Company recognized $290 million in depletion
expense and the Timber and Timberlands balance, net of depletion and amortization, was
$2,724 million at December 31, 2024. 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.
How We
Addressed the
Matter in Our
Audit
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 estimated
standing merchantable inventory volume that was determined for each geographic region.
To test the annual depletion rates (including estimated standing merchantable inventory
volume), our audit procedures included, among others, evaluating the methodology used and
testing the completeness and accuracy of the underlying data used by the Company. We
inspected satellite images to test timber existence and assessed the timberland for features that
would impact the Company’s ability to harvest its timber. 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 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 21, 2025
63
Report of Independent Registered Public Accounting Firm
To the Unitholders of Rayonier, L.P. and the Board of Directors of Rayonier Inc., the general partner of Rayonier,
L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rayonier, L.P. and subsidiaries (the Operating
Partnership) as of December 31, 2024 and 2023, the related consolidated statements of income and
comprehensive income (loss), changes in capital and cash flows for each of the three years in the period ended
December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Operating Partnership at
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2024, in conformity with U.S. 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) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter 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
Depletion of Timber
Description of the
Matter
For the year ended December 31, 2024, the Operating Partnership recognized $290 million in
depletion expense and the Timber and Timberlands balance, net of depletion and amortization,
was $2,724 million at December 31, 2024. 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.
How We
Addressed the
Matter in Our
Audit
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
estimated standing merchantable inventory volume that was determined for each geographic
region.
To test the annual depletion rates (including estimated standing merchantable inventory
volume), our audit procedures included, among others, evaluating the methodology used and
testing the completeness and accuracy of the underlying data used by the 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 and compared actual volume harvested to the volume estimated by the Operating
Partnership.
/s/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 2019.
Jacksonville, Florida
February 21, 2025
65
2024
2023
2022
SALES (NOTE 3).............................................................................................................. $1,262,997 $1,056,933
$909,072
Costs and Expenses
Cost of sales ...................................................................................................................
(784,833)
(762,570)
(688,284)
Selling and general expenses......................................................................................
(74,421)
(74,773)
(64,670)
Other operating (expense) income, net (Note 17) .......................................................
(1,277)
(8,306)
9,704
(860,531)
(845,649)
(743,250)
OPERATING INCOME ....................................................................................................
402,466
211,284
165,822
Interest expense, net ........................................................................................................
(36,916)
(48,342)
(36,207)
Interest and other miscellaneous income, net..............................................................
10,483
20,675
2,565
INCOME BEFORE INCOME TAXES............................................................................
376,033
183,617
132,180
Income tax expense (Note 20)........................................................................................
(7,050)
(5,122)
(9,389)
NET INCOME ....................................................................................................................
368,983
178,495
122,791
Less: Net income attributable to noncontrolling interests in the Operating
Partnership ......................................................................................................................
(4,834)
(2,905)
(2,393)
Less: Net income attributable to noncontrolling interests in consolidated
affiliates............................................................................................................................
(5,002)
(2,097)
(13,321)
NET INCOME ATTRIBUTABLE TO RAYONIER INC. ..............................................
359,147
173,493
107,077
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax effect of $0, $0 and
$0 ..................................................................................................................................
(33,100)
(1,516)
(23,093)
Cash flow hedges, net of income tax effect of $3,790, $2,368 and $555 .............
(16,356)
(9,957)
76,039
Pension and postretirement benefit plans, net of income tax effect of $1,222,
$0 and $0......................................................................................................................
9,846
593
1,627
Total other comprehensive (loss) income..............................................................
(39,610)
(10,880)
54,573
COMPREHENSIVE INCOME .........................................................................................
329,373
167,615
177,364
Less: Comprehensive income attributable to noncontrolling interests in the
Operating Partnership....................................................................................................
(4,356)
(2,639)
(3,692)
Less: Comprehensive income attributable to noncontrolling interests in
consolidated affiliates.....................................................................................................
(1,276)
(3,449)
(12,182)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC....................
$323,741
$161,527
$161,490
EARNINGS PER COMMON SHARE (NOTE 6)
Basic earnings per share attributable to Rayonier Inc.
$2.41
$1.17
$0.73
Diluted earnings per share attributable to Rayonier Inc.
$2.39
$1.17
$0.73
See Notes to Consolidated Financial Statements.
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31,
(Thousands of dollars, except per share data)
66
2024
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents ......................................................................................................................................
$323,158
$207,696
Restricted cash, current (Note 21) .........................................................................................................................
19,366
—
Trade receivables, less allowance for doubtful accounts of $401 and $210...................................................
26,969
28,652
Other receivables.......................................................................................................................................................
13,239
11,517
Inventory (Note 15) ...................................................................................................................................................
32,341
31,017
Prepaid logging roads ...............................................................................................................................................
12,196
15,425
Prepaid expenses ......................................................................................................................................................
3,575
3,645
Assets held for sale (Note 22).................................................................................................................................
5,371
9,932
Other current assets ..................................................................................................................................................
678
9,074
Total current assets...............................................................................................................................................
436,893
316,958
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION ...............................................
2,724,069
3,004,316
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (NOTE 14)
109,610
105,595
PROPERTY, PLANT AND EQUIPMENT
Land .............................................................................................................................................................................
5,581
6,453
Buildings ......................................................................................................................................................................
26,200
31,251
Machinery and equipment ........................................................................................................................................
5,047
6,523
Construction in progress...........................................................................................................................................
779
1,841
Total property, plant and equipment, gross.......................................................................................................
37,607
46,068
Less—accumulated depreciation ............................................................................................................................
(19,232)
(19,059)
Total property, plant and equipment, net ...........................................................................................................
18,375
27,009
RESTRICTED CASH, NON-CURRENT (NOTE 21) ..............................................................................................
676
678
RIGHT-OF-USE ASSETS (NOTE 16) ......................................................................................................................
82,670
95,474
OTHER ASSETS (NOTE 23).....................................................................................................................................
102,126
97,555
TOTAL ASSETS...................................................................................................................................................
$3,474,419
$3,647,585
LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable.......................................................................................................................................................
$26,059
$26,561
Current maturities of long-term debt, net (Note 7) ...............................................................................................
19,442
—
Accrued taxes.............................................................................................................................................................
4,238
4,394
Accrued payroll and benefits....................................................................................................................................
16,052
14,215
Accrued interest .........................................................................................................................................................
5,228
7,094
Pension and other postretirement benefits (Note 18) .........................................................................................
57
8,444
Dividend and distribution payable ...........................................................................................................................
271,815
30,148
Deferred revenue .......................................................................................................................................................
20,902
19,012
Other current liabilities ..............................................................................................................................................
24,917
30,409
Total current liabilities ...........................................................................................................................................
388,710
140,277
LONG-TERM DEBT, NET (NOTE 7)........................................................................................................................
1,089,770
1,365,773
PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT (NOTE 18) ..............................
1,349
1,441
LONG-TERM LEASE LIABILITY (NOTE 16) .........................................................................................................
76,297
87,684
LONG-TERM DEFERRED REVENUE.....................................................................................................................
10,697
11,294
OTHER NON-CURRENT LIABILITIES ....................................................................................................................
75,220
81,863
COMMITMENTS AND CONTINGENCIES (NOTES 10 and 11)
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP (NOTE 5)
51,843
81,651
SHAREHOLDERS’ EQUITY
Common Shares, 480,000,000 shares authorized, 148,536,643 and 148,299,117 shares issued and
outstanding.................................................................................................................................................................
1,522,487
1,497,641
Retained earnings......................................................................................................................................................
257,254
338,244
Accumulated other comprehensive (loss) income (Note 24) .............................................................................
(10,429)
24,651
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY.................................................................................
1,769,312
1,860,536
Noncontrolling interests in consolidated affiliates (Note 5) ................................................................................
11,221
17,066
TOTAL SHAREHOLDERS’ EQUITY ................................................................................................................
1,780,533
1,877,602
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP
AND SHAREHOLDERS’ EQUITY.....................................................................................................................
$3,474,419
$3,647,585
See Notes to Consolidated Financial Statements.
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Thousands of dollars, except share data)
67
Balance, December 31, 2021 .................................. 145,372,961
$1,389,073
$402,307
($19,604)
$43,802
$1,815,578
Net income....................................................................
—
—
109,470
—
13,321
122,791
Net income attributable to noncontrolling interests
in the Operating Partnership ......................................
—
—
(2,393)
—
—
(2,393)
Dividends ($1.125 per share) (a)...............................
—
—
(165,902)
—
—
(165,902)
Issuance of shares under the “at-the-market”
equity offering, net of commissions and offering
costs of $1.1 million .....................................................
1,579,228
59,350
—
—
—
59,350
Issuance of shares under incentive stock plans .....
321,337
2,466
—
—
—
2,466
Stock-based incentive compensation .......................
—
12,356
—
—
—
12,356
Repurchase of common shares ................................
(97,809)
(4,225)
—
—
—
(4,225)
Adjustment of noncontrolling interests in the
Operating Partnership .................................................
—
—
23,155
—
—
23,155
Conversion of units into common shares.................
106,914
3,925
—
—
—
3,925
Pension and postretirement benefit plans ...............
—
—
—
1,627
—
1,627
Foreign currency translation adjustment..................
—
—
—
(22,282)
(811)
(23,093)
Cash flow hedges ........................................................
—
—
—
76,367
(328)
76,039
Allocation of other comprehensive income to
noncontrolling interests in the Operating
Partnership....................................................................
—
—
—
(295)
—
(295)
Distributions to noncontrolling interests in
consolidated affiliates..................................................
—
—
—
—
(12,807)
(12,807)
Noncontrolling interests in consolidated affiliates
redemption of shares ..................................................
—
—
—
—
(27,860)
(27,860)
Balance, December 31, 2022 .................................. 147,282,631
$1,462,945
$366,637
$35,813
$15,317
$1,880,712
Net income....................................................................
—
—
176,398
—
2,097
178,495
Net income attributable to noncontrolling interests
in the Operating Partnership ......................................
—
—
(2,905)
—
—
(2,905)
Dividends ($1.34 per share) (a)(b)............................
—
—
(199,465)
—
—
(199,465)
Issuance of shares under the “at-the-market”
equity offering, net of commissions and offering
costs...............................................................................
400
(81)
—
—
—
(81)
Issuance of shares under incentive stock plans .....
380,080
75
—
—
—
75
Stock-based incentive compensation .......................
—
14,002
—
—
—
14,002
Repurchase of common shares ................................
(128,923)
(4,217)
—
—
—
(4,217)
Adjustment of noncontrolling interests in the
Operating Partnership .................................................
—
—
(2,421)
—
—
(2,421)
Conversion of units into common shares.................
764,929
24,917
—
—
—
24,917
Pension and postretirement benefit plans ...............
—
—
—
593
—
593
Foreign currency translation adjustment..................
—
—
—
(1,466)
(50)
(1,516)
Cash flow hedges ........................................................
—
—
—
(11,358)
1,401
(9,957)
Allocation of other comprehensive loss to
noncontrolling interests in the Operating
Partnership....................................................................
—
—
—
1,069
—
1,069
Distributions to noncontrolling interests in
consolidated affiliates..................................................
—
—
—
—
(1,699)
(1,699)
Balance, December 31, 2023 .................................. 148,299,117
$1,497,641
$338,244
$24,651
$17,066
$1,877,602
Common Shares
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests in
Consolidated
Affiliates
Shareholders’
Equity
Shares
Amount
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Thousands of dollars, except share data)
68
Balance, December 31, 2023 .................................. 148,299,117
$1,497,641
$338,244
$24,651
$17,066
$1,877,602
Net income....................................................................
—
—
363,981
—
5,002
368,983
Net income attributable to noncontrolling interests
in the Operating Partnership ......................................
—
—
(4,834)
—
—
(4,834)
Dividends ($2.94 per share) (a)(b)............................
—
—
(438,600)
—
—
(438,600)
Issuance of shares under incentive stock plans .....
399,929
—
—
—
—
—
Stock-based incentive compensation .......................
—
14,232
—
—
—
14,232
Repurchase of common shares ................................
(619,982)
(4,179)
(14,687)
—
—
(18,866)
Adjustment of noncontrolling interests in the
Operating Partnership .................................................
—
—
13,150
—
—
13,150
Conversion of units into common shares.................
457,579
14,793
—
—
—
14,793
Pension and postretirement benefit plans ...............
—
—
—
9,846
—
9,846
Foreign currency translation adjustment..................
—
—
—
(31,616)
(1,484)
(33,100)
Cash flow hedges ........................................................
—
—
—
(14,113)
(2,243)
(16,356)
Allocation of other comprehensive loss to
noncontrolling interests in the Operating
Partnership ..................................................................
—
—
—
803
—
803
Distributions to noncontrolling interests in
consolidated affiliates..................................................
—
—
—
—
(7,120)
(7,120)
Balance, December 31, 2024 .................................. 148,536,643
$1,522,487
$257,254
($10,429)
$11,221
$1,780,533
Common Shares
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests in
Consolidated
Affiliates
Shareholders’
Equity
Shares
Amount
(a) For information regarding distributions to noncontrolling interests in the operating partnership, see the Rayonier Inc. Consolidated
Statements of Cash Flows and Note 5 — Noncontrolling Interests.
(b) The year ended December 31, 2024 includes an additional dividend of $1.80 per common share, consisting of a combination of cash and
the Company’s common shares. The dividend was paid January 30, 2025, to shareholders of record on December 12, 2024. The year
ended December 31, 2023 includes an additional cash dividend of $0.20 per common share. The dividend was paid January 12, 2024, to
shareholders of record on December 29, 2023.
See Notes to Consolidated Financial Statements.
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
(Thousands of dollars, except share data)
69
2024
2023
2022
OPERATING ACTIVITIES
Net income...............................................................................................................................................................
$368,983
$178,495
$122,791
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization........................................................................................................
140,249
158,231
147,339
Non-cash cost of land and improved development .......................................................................................
44,409
29,768
28,374
Stock-based incentive compensation expense ..............................................................................................
14,232
14,002
12,356
Deferred income taxes .......................................................................................................................................
2,639
278
(5,352)
Pension settlement charge ................................................................................................................................
5,979
2,036
—
Amortization of losses from pension and postretirement plans ...................................................................
1
6
753
Timber write-offs resulting from casualty events............................................................................................
—
2,302
729
Gain on sale of large disposition of timberlands ............................................................................................
(291,078)
(105,078)
(16,606)
Other .....................................................................................................................................................................
(601)
13,169
1,049
Changes in operating assets and liabilities:
Receivables..........................................................................................................................................................
(2,830)
4,404
(9,109)
Inventories............................................................................................................................................................
2,006
513
(4,335)
Accounts payable................................................................................................................................................
571
1,505
1,144
All other operating activities...............................................................................................................................
(22,968)
(1,256)
(9,943)
CASH PROVIDED BY OPERATING ACTIVITIES.........................................................................................
261,592
298,375
269,190
INVESTING ACTIVITIES
Capital expenditures ..............................................................................................................................................
(79,780)
(81,447)
(74,811)
Real estate development investments ................................................................................................................
(25,818)
(23,078)
(13,698)
Purchase of timberlands........................................................................................................................................
(22,753)
(14,062)
(458,530)
Net proceeds from large disposition of timberlands..........................................................................................
484,787
239,898
29,496
Other.........................................................................................................................................................................
(2,423)
2,776
1,180
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES ..................................................................
354,013
124,087
(516,363)
FINANCING ACTIVITIES
Issuance of debt .....................................................................................................................................................
—
—
656,842
Repayment of debt .................................................................................................................................................
(250,000)
(150,000)
(531,842)
Dividends paid on common shares (a) ...............................................................................................................
(200,566)
(169,990)
(165,707)
Distributions to noncontrolling interests in the Operating Partnership (b) .....................................................
(2,808)
(2,962)
(3,668)
Proceeds from the issuance of common shares under incentive stock plan ................................................
—
75
2,628
Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering
program, net of commissions and offering costs...............................................................................................
—
(81)
61,557
Repurchase of common shares to pay withholding taxes on vested incentive stock awards....................
(4,179)
(4,217)
(4,225)
Repurchase of common shares made under repurchase program................................................................
(14,687)
—
—
Debt issuance costs ...............................................................................................................................................
—
—
(740)
Distributions to noncontrolling interests in consolidated affiliates...................................................................
(7,120)
(1,699)
(19,434)
CASH USED FOR FINANCING ACTIVITIES.................................................................................................
(479,360)
(328,874)
(4,589)
EFFECT OF EXCHANGE RATE CHANGES ON CASH ................................................................................
(1,419)
(621)
(1,970)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash ....................................................................................
134,826
92,967
(253,732)
Balance, beginning of year ...................................................................................................................................
208,374
115,407
369,139
Balance, end of year ..............................................................................................................................................
$343,200
$208,374
$115,407
(a) The year ended December 31, 2024 includes an additional cash dividend of $0.20 per common share, totaling $29.8 million. The additional
dividend was paid January 12, 2024, to shareholders of record on December 29, 2023.
(b) The year ended December 31, 2024 includes an additional cash distribution of $0.20 per Redeemable Operating Partnership Unit, totaling
$0.5 million. The additional distribution was paid January 12, 2024, to holders of record on December 29, 2023.
See Notes to Consolidated Financial Statements.
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Thousands of dollars)
70
2024
2023
2022
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year:
Interest (a) .....................................................................................................................................................
$38,605
$48,742
$35,717
Income taxes ................................................................................................................................................
5,877
4,816
15,127
Non-cash investing activity:
Capital assets purchased on account.......................................................................................................
$7,657
$7,490
$4,435
Non-cash financing activity:
Noncontrolling interests in consolidated affiliates redemption of shares (b) ......................................
—
—
$27,860
(a) Interest paid is presented net of patronage payments received of $8.3 million, $6.2 million and $6.0 million for the years ended December 31,
2024, 2023 and 2022, 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 for the year ended December 31, 2022. See Note 5 — Noncontrolling Interests
and Note 7 — Debt for further information.
See Notes to Consolidated Financial Statements.
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended December 31,
(Thousands of dollars)
71
2024
2023
2022
SALES (NOTE 3) ............................................................................................................. $1,262,997 $1,056,933
$909,072
Costs and Expenses
Cost of sales...................................................................................................................
(784,833)
(762,570)
(688,284)
Selling and general expenses .....................................................................................
(74,421)
(74,773)
(64,670)
Other operating (expense) income, net (Note 17)
(1,277)
(8,306)
9,704
(860,531)
(845,649)
(743,250)
OPERATING INCOME....................................................................................................
402,466
211,284
165,822
Interest expense, net .......................................................................................................
(36,916)
(48,342)
(36,207)
Interest and other miscellaneous income, net .............................................................
10,483
20,675
2,565
INCOME BEFORE INCOME TAXES ...........................................................................
376,033
183,617
132,180
Income tax expense (Note 20) .......................................................................................
(7,050)
(5,122)
(9,389)
NET INCOME ...................................................................................................................
368,983
178,495
122,791
Less: Net income attributable to noncontrolling interests in consolidated
affiliates ...........................................................................................................................
(5,002)
(2,097)
(13,321)
NET INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS ...............
363,981
176,398
109,470
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
Limited Partners.............................................................................................................
360,341
174,634
108,375
General Partners ...........................................................................................................
3,640
1,764
1,095
Net income attributable to unitholders
363,981
176,398
109,470
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax effect of $0, $0
and $0..........................................................................................................................
(33,100)
(1,516)
(23,093)
Cash flow hedges, net of income tax effect of $3,790, $2,368 and $555 ............
(16,356)
(9,957)
76,039
Pension and postretirement benefit plans, net of income tax effect of $1,222,
$0 and $0 .....................................................................................................................
9,846
593
1,627
Total other comprehensive (loss) income .............................................................
(39,610)
(10,880)
54,573
COMPREHENSIVE INCOME .......................................................................................
329,373
167,615
177,364
Less: Comprehensive income attributable to noncontrolling interests in
consolidated affiliates ....................................................................................................
(1,276)
(3,449)
(12,182)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.
UNITHOLDERS................................................................................................................
$328,097
$164,166
$165,182
EARNINGS PER UNIT (NOTE 6)
Basic earnings per unit attributable to Rayonier, L.P.
$2.41
$1.17
$0.73
Diluted earnings per unit attributable to Rayonier, L.P.
$2.39
$1.17
$0.73
See Notes to Consolidated Financial Statements.
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31,
(Thousands of dollars, except per unit data)
72
2024
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents ....................................................................................................................................
$323,158
$207,696
Restricted cash, current (Note 21) ........................................................................................................................
19,366
—
Trade receivables, less allowance for doubtful accounts of $401 and $210
26,969
28,652
Other receivables.....................................................................................................................................................
13,239
11,517
Inventory (Note 15) ..................................................................................................................................................
32,341
31,017
Prepaid logging roads .............................................................................................................................................
12,196
15,425
Prepaid expenses ....................................................................................................................................................
3,575
3,645
Assets held for sale (Note 22)................................................................................................................................
5,371
9,932
Other current assets ................................................................................................................................................
678
9,074
Total current assets.............................................................................................................................................
436,893
316,958
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION .............................................
2,724,069
3,004,316
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (NOTE 14) .................................................................................................................................
109,610
105,595
PROPERTY, PLANT AND EQUIPMENT
Land ...........................................................................................................................................................................
5,581
6,453
Buildings ....................................................................................................................................................................
26,200
31,251
Machinery and equipment ......................................................................................................................................
5,047
6,523
Construction in progress.........................................................................................................................................
779
1,841
Total property, plant and equipment, gross........................................................................................................
37,607
46,068
Less — accumulated depreciation ........................................................................................................................
(19,232)
(19,059)
Total property, plant and equipment, net.........................................................................................................
18,375
27,009
RESTRICTED CASH, NON-CURRENT (NOTE 21) .............................................................................................
676
678
RIGHT-OF-USE ASSETS (NOTE 16) .....................................................................................................................
82,670
95,474
OTHER ASSETS (NOTE 23)....................................................................................................................................
102,126
97,555
TOTAL ASSETS ................................................................................................................................................
$3,474,419
$3,647,585
LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL
CURRENT LIABILITIES
Accounts payable.....................................................................................................................................................
$26,059
$26,561
Current maturities of long-term debt, net (Note 7)..............................................................................................
19,442
—
Accrued taxes ...........................................................................................................................................................
4,238
4,394
Accrued payroll and benefits..................................................................................................................................
16,052
14,215
Accrued interest .......................................................................................................................................................
5,228
7,094
Pension and other postretirement benefits (Note 18) ........................................................................................
57
8,444
Distribution payable .................................................................................................................................................
271,815
30,148
Deferred revenue .....................................................................................................................................................
20,902
19,012
Other current liabilities ............................................................................................................................................
24,917
30,409
Total current liabilities.........................................................................................................................................
388,710
140,277
LONG-TERM DEBT, NET (NOTE 7).......................................................................................................................
1,089,770
1,365,773
PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT (NOTE 18) .............................
1,349
1,441
LONG-TERM LEASE LIABILITY (NOTE 16) ........................................................................................................
76,297
87,684
LONG-TERM DEFERRED REVENUE....................................................................................................................
10,697
11,294
OTHER NON-CURRENT LIABILITIES ..................................................................................................................
75,220
81,863
COMMITMENTS AND CONTINGENCIES (NOTES 10 and 11) ........................................................................
REDEEMABLE OPERATING PARTNERSHIP UNITS (NOTE 5) 1,986,319 and 2,443,898 Units
outstanding, respectively .......................................................................................................................................
51,843
81,651
CAPITAL ......................................................................................................................................................................
General partners’ capital.........................................................................................................................................
17,772
18,325
Limited partners’ capital ..........................................................................................................................................
1,759,405
1,814,193
Accumulated other comprehensive (loss) income (Note 24) ............................................................................
(7,865)
28,018
TOTAL CONTROLLING INTEREST CAPITAL...............................................................................................
1,769,312
1,860,536
Noncontrolling interests in consolidated affiliates (Note 5) ...............................................................................
11,221
17,066
TOTAL CAPITAL ..................................................................................................................................................
1,780,533
1,877,602
TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL ..............
$3,474,419
$3,647,585
See Notes to Consolidated Financial Statements.
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Thousands of dollars, except unit data)
73
Balance, December 31, 2021 .......................................................
$17,872
$1,769,367
($15,463)
$43,802
$1,815,578
Net income.........................................................................................
1,095
108,375
—
13,321
122,791
Distributions on units ($1.125 per unit)..........................................
(1,696)
(167,874)
—
—
(169,570)
Issuance of units under the “at-the-market” equity offering, net
of commissions and offering costs of $1.1 million .......................
593
58,757
—
—
59,350
Issuance of units under incentive stock plans..............................
25
2,441
—
—
2,466
Stock-based incentive compensation ............................................
124
12,232
—
—
12,356
Repurchase of units .........................................................................
(42)
(4,183)
—
—
(4,225)
Adjustment of Redeemable Operating Partnership Units ..........
241
23,894
—
—
24,135
Conversion of units to common shares.........................................
39
3,886
—
—
3,925
Pension and postretirement benefit plans ....................................
—
—
1,627
—
1,627
Foreign currency translation adjustment.......................................
—
—
(22,282)
(811)
(23,093)
Cash flow hedges .............................................................................
—
—
76,367
(328)
76,039
Distributions to noncontrolling interests in consolidated
affiliates ..............................................................................................
—
—
—
(12,807)
(12,807)
Noncontrolling interests in consolidated affiliates redemption
of unit equivalents.............................................................................
—
—
—
(27,860)
(27,860)
Balance, December 31, 2022 .......................................................
$18,251
$1,806,895
$40,249
$15,317
$1,880,712
Net income.........................................................................................
1,764
174,634
—
2,097
178,495
Distributions on units ($1.34 per unit) (a)......................................
(2,029)
(200,887)
—
—
(202,916)
Issuance of units under the “at-the-market” equity offering, net
of commissions and offering costs .................................................
(1)
(80)
—
—
(81)
Issuance of units under incentive stock plans..............................
1
74
—
—
75
Stock-based incentive compensation ............................................
140
13,862
—
—
14,002
Repurchase of units .........................................................................
(42)
(4,175)
—
—
(4,217)
Adjustment of Redeemable Operating Partnership Units ..........
(8)
(798)
—
—
(806)
Conversion of units to common shares.........................................
249
24,668
—
—
24,917
Pension and postretirement benefit plans ....................................
—
—
593
—
593
Foreign currency translation adjustment.......................................
—
—
(1,466)
(50)
(1,516)
Cash flow hedges .............................................................................
—
—
(11,358)
1,401
(9,957)
Distributions to noncontrolling interests in consolidated
affiliates ..............................................................................................
—
—
—
(1,699)
(1,699)
Balance, December 31, 2023 .......................................................
$18,325
$1,814,193
$28,018
$17,066
$1,877,602
Net income.........................................................................................
3,640
360,341
—
5,002
368,983
Distributions on units ($2.94 per unit) (a)......................................
(4,445)
(440,050)
—
—
(444,495)
Stock-based incentive compensation ............................................
143
14,089
—
—
14,232
Repurchase of units .........................................................................
(189)
(18,677)
—
—
(18,866)
Adjustment of Redeemable Operating Partnership Units ..........
150
14,864
—
—
15,014
Conversion of units to common shares.........................................
148
14,645
—
—
14,793
Pension and postretirement benefit plans ....................................
—
—
9,846
—
9,846
Foreign currency translation adjustment.......................................
—
—
(31,616)
(1,484)
(33,100)
Cash flow hedges .............................................................................
—
—
(14,113)
(2,243)
(16,356)
Distributions to noncontrolling interests in consolidated
affiliates .............................................................................................
—
—
—
(7,120)
(7,120)
Balance, December 31, 2024 .......................................................
$17,772
$1,759,405
($7,865)
$11,221
$1,780,533
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests in
Consolidated
Affiliates
Total Capital
Units
General
Partners’
Capital
Limited
Partners’
Capital
(a) The year ended December 31, 2024 includes an additional distribution of $1.80 per unit, consisting of a combination of cash and units. The
distribution was paid January 30, 2025, to holders of record on December 12, 2024. The year ended December 31, 2023 includes an
additional cash distribution of $0.20 per unit. The cash distribution was paid January 12, 2024, to holders of record on December 29, 2023.
See Notes to Consolidated Financial Statements.
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Thousands of dollars, except unit data)
74
2024
2023
2022
OPERATING ACTIVITIES
Net income...........................................................................................................................................
$368,983
$178,495
$122,791
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization ....................................................................................
140,249
158,231
147,339
Non-cash cost of land and improved development....................................................................
44,409
29,768
28,374
Stock-based incentive compensation expense ..........................................................................
14,232
14,002
12,356
Deferred income taxes ...................................................................................................................
2,639
278
(5,352)
Pension settlement charge ............................................................................................................
5,979
2,036
—
Amortization of losses from pension and postretirement plans ...............................................
1
6
753
Timber write-offs resulting from casualty events ........................................................................
—
2,302
729
Gain on sale of large disposition of timberlands ........................................................................
(291,078)
(105,078)
(16,606)
Other..................................................................................................................................................
(601)
13,169
1,049
Changes in operating assets and liabilities:
Receivables......................................................................................................................................
(2,830)
4,404
(9,109)
Inventories ........................................................................................................................................
2,006
513
(4,335)
Accounts payable ............................................................................................................................
571
1,505
1,144
All other operating activities...........................................................................................................
(22,968)
(1,256)
(9,943)
CASH PROVIDED BY OPERATING ACTIVITIES .....................................................................
261,592
298,375
269,190
INVESTING ACTIVITIES
Capital expenditures ..........................................................................................................................
(79,780)
(81,447)
(74,811)
Real estate development investments ............................................................................................
(25,818)
(23,078)
(13,698)
Purchase of timberlands....................................................................................................................
(22,753)
(14,062)
(458,530)
Net proceeds from large disposition of timberlands......................................................................
484,787
239,898
29,496
Other .....................................................................................................................................................
(2,423)
2,776
1,180
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES ..............................................
354,013
124,087
(516,363)
FINANCING ACTIVITIES
Issuance of debt..................................................................................................................................
—
—
656,842
Repayment of debt .............................................................................................................................
(250,000)
(150,000)
(531,842)
Distributions on units (a)....................................................................................................................
(203,374)
(172,952)
(169,375)
Proceeds from the issuance of units under incentive stock plan ................................................
—
75
2,628
Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering
program, net of commissions and offering costs ...........................................................................
—
(81)
61,557
Repurchase of units to pay withholding taxes on vested incentive stock awards....................
(4,179)
(4,217)
(4,225)
Repurchase of units made under repurchase program................................................................
(14,687)
—
—
Debt issuance costs ...........................................................................................................................
—
—
(740)
Distributions to noncontrolling interests in consolidated affiliates...............................................
(7,120)
(1,699)
(19,434)
CASH USED FOR FINANCING ACTIVITIES.............................................................................
(479,360)
(328,874)
(4,589)
EFFECT OF EXCHANGE RATE CHANGES ON CASH ............................................................
(1,419)
(621)
(1,970)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash ................................................................
134,826
92,967
(253,732)
Balance, beginning of year................................................................................................................
208,374
115,407
369,139
Balance, end of year ..........................................................................................................................
$343,200
$208,374
$115,407
(a) The year ended December 31, 2024 includes an additional cash distribution of $0.20 per unit, totaling $30.2 million. The additional
distribution was paid January 12, 2024, to holders of record on December 29, 2023.
See Notes to Consolidated Financial Statements.
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Thousands of dollars)
75
2024
2023
2022
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year:
Interest (a) ........................................................................................................................................
$38,605
$48,742
$35,717
Income taxes....................................................................................................................................
5,877
4,816
15,127
Non-cash investing activity:
Capital assets purchased on account ..........................................................................................
$7,657
$7,490
$4,435
Non-cash financing activity:
Noncontrolling interests in consolidated affiliates redemption of shares (b)..........................
—
—
$27,860
(a) Interest paid is presented net of patronage payments received of $8.3 million, $6.2 million and $6.0 million for the years ended
December 31, 2024, 2023 and 2022, 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 for the year ended December 31, 2022. See Note 5 — Noncontrolling
Interests and Note 7 — Debt for further information.
See Notes to Consolidated Financial Statements.
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended December 31,
(Thousands of dollars)
76
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, 2024, the Company owned a 98.7% interest in the Operating Partnership, with the
remaining 1.3% interest owned by limited partners of the Operating Partnership. As 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.
NOTES RECEIVABLE
Notes receivable are amounts due to us for the sale of real estate. See Note 23 — Other Assets for additional
information.
PREPAID LOGGING ROADS
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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands unless otherwise stated)
77
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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
78
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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
79
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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
80
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, 2024; 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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
81
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”). Unsatisfied performance obligations as of December 31, 2024 are primarily due to advances
on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue. Of these
performance obligations, $20.9 million is expected to be recognized within the next twelve months, while the
remaining $10.7 million is expected to be recognized as we satisfy our performance obligations. 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
Right to harvest a unit (i.e.
ton, MBF, JAS m3) 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
Stumpage Lump Sum
Right to harvest an agreed
upon acreage of standing
timber
Contract execution
(point-in-time)
Full payment due upon
contract execution
Stumpage Agreed Volume
Right to harvest an agreed
upon volume of standing
timber
As timber is severed
(over-time)
Payments made throughout
contract term at the earlier of
a specified harvest
percentage or time elapsed
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)
No initial payment and on
open credit terms; collection
generally within 30 days of
invoice
Delivered Wood (Export)
Delivery of a unit (i.e. ton,
MBF, JAS m3) onto export
vessel
Upon delivery onto export
vessel
(point-in-time)
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)
82
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.
Carbon Capture and Storage Sales
Carbon capture and storage (“CCS”) sales are primarily comprised of revenue generated from granting land
access and the right to inject, sequester and permanently store carbon dioxide in a subsurface area. CCS contracts
contain variable consideration arrangements, which may include variable durations, rates, access acres and carbon
volumes. The determination of the transaction price and the allocation of the transaction price to the performance
obligations may require significant judgment and is based on management’s estimate of the most likely amount of
consideration we expect to receive as of the reporting date.
Variable consideration is included in the transaction price only to the extent that it is probable that a significant
reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the
variable consideration is resolved. The estimation of variable consideration requires us to make certain judgments
and assumptions regarding the amount and timing of future payments, which may be impacted by factors such as
changes in market conditions, competition or other factors beyond our control. As a result, actual amounts of
variable consideration could differ from our estimates.
We regularly review our estimates of variable consideration and, if necessary, adjust the transaction price and
related revenue recognition accordingly. Any such adjustments are recorded in the period in which the estimate is
revised.
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.
Builder Price Participation
Builder Price Participation is the variable component of the transaction price for certain development sales in
our Real Estate segment. Builder Price Participation reflects the lot premium that is earned when a homebuilder that
purchased land from us develops and sells a home to a third-party at a price above a predetermined threshold. The
excess over the threshold is shared between us and the homebuilder concurrent with the closing on the sale of the
home based upon a contractually designated percentage.
We generally constrain Builder Price Participation and, accordingly, we do not recognize an estimate of variable
consideration. The constraint is primarily based on the following factors:
•
There is considerable variability in home prices due to customer options, incentives, and general market
conditions;
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
83
•
The time between the sale of land to a homebuilder and the subsequent closing on a completed home can
take up to three years; and
•
Builder Price Participation is highly susceptible to factors outside of our control, such as unemployment and
interest rates, among other factors.
We evaluate contracts with homebuilders with respect to Builder Price Participation at each reporting period to
determine whether a change in facts and circumstances has eliminated the constraint and will record an estimate of
Builder Price Participation revenue, if applicable.
COST OF SALES
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, 2024.
Periodic pension and other postretirement expense is included in “Cost of sales,” “Selling and general
expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and
Comprehensive Income (Loss). The service cost component of net periodic benefit cost is included in “Cost of
sales” and “Selling and general expenses” while the other components of net periodic benefit cost (interest cost,
expected return on plan assets and amortization of losses or gains) are presented outside of income from
operations in “Interest and other miscellaneous income, net.” Changes in the funded status of our plans are
recorded through other comprehensive (loss) income in the year in which the changes occur. We measure plan
assets and benefit obligations as of the fiscal year-end.
The defined benefit pension plan and the unfunded excess pension plan were terminated in 2023. For
additional information, see Note 18 — Employee Benefit Plans.
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
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
84
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.
RECENTLY ADOPTED ACCOUNTING STANDARDS
We adopted Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures in the year ended December 31, 2024 with no impact on the
consolidated financial statements. See Note 2 — Segment and Geographical Information for additional information.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income
—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in
January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—
Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires
additional disclosure about certain costs and expenses in the notes to financial statements. The pronouncement is
effective for annual reporting periods in fiscal years beginning after December 15, 2026, and for interim reporting
periods beginning after December 15, 2027. Early adoption is permitted. The requirements in this ASU may be
applied either prospectively to financial statements issued for reporting periods after the effective date or
retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the
impact of adopting this new guidance on the consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income
Tax Disclosures, which requires enhanced annual income tax disclosures, primarily through changes to the rate
reconciliation and income taxes paid reconciliation. The pronouncement is effective for annual reporting periods in
fiscal years beginning after December 15, 2024 and should be applied on a prospective basis. Early adoption and
retrospective application are permitted. We do not expect the adoption of this pronouncement to impact our
consolidated financial statements as this is a disclosure only ASU.
Recent accounting pronouncements adopted or pending adoption not discussed above are either not applicable
or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash
flows.
SUBSEQUENT EVENTS
On January 30, 2025, we paid approximately $66.9 million in cash and issued approximately 7.6 million
common shares in relation to our special dividend of $1.80 per common share, consisting of a combination of cash
and the Company's common shares. In addition, we paid $0.9 million in cash and issued approximately 101,000
Redeemable Operating Partnership Units in relation to our special distribution of $1.80 per Redeemable Operating
Partnership Unit, consisting of $0.45 per unit in cash and $1.35 per unit in Redeemable Operating Partnership
Units.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
85
On February 5, 2025, the Company’s board of directors declared a first quarter cash dividend of $0.2725 per
common share. The adjustment in the quarterly dividend to $0.2725 per share from $0.285 per share reflects the
7.6 million incremental shares issued to shareholders as part of the Company’s recent special dividend.
On February 5, 2025, the Company’s board of directors declared a first quarter cash distribution of $0.2725 per
Redeemable Operating Partnership Unit. The adjustment in the quarterly distribution amount to $0.2725 per
Redeemable Operating Partnership Unit from $0.285 per Redeemable Operating Partnership Unit reflects the
incremental units issued to unitholders as part of the special dividend.
2.
SEGMENT AND GEOGRAPHICAL INFORMATION
As of December 31, 2024, Rayonier operated in five reportable segments: Southern Timber, Pacific Northwest
Timber, New Zealand Timber, Real Estate, and Trading. Sales between operating segments are made based on
estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation.
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates the operating
performance of the Company’s segments based on Adjusted Earnings before Interest, Taxes, Depreciation,
Depletion and Amortization (“Adjusted EBITDA”) to make decisions about allocating resources and assessing
performance. Total assets by segment are not used by the CODM to assess the performance of, or allocate
resources to, the Company’s segments, therefore total assets by segment are not disclosed.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-
cash cost of land and improved development, non-operating income and expense, costs related to disposition
initiatives, restructuring charges, timber write-offs resulting from casualty events, gain associated with the multi-
family apartment complex sale attributable to noncontrolling interests and Large Dispositions.
We believe that Operating income, as defined by U.S. GAAP, is the most appropriate earnings measurement
with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to Operating
income as determined in accordance with U.S. GAAP. Operating income as presented in the Consolidated
Statements of Income and Comprehensive Income (Loss) is equal to segment income.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
86
The following tables summarize the segment information for the three years ended December 31:
Year Ended
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and Other
Total
December 31, 2024...............................
Sales (a)...................................................
$250,419
$100,786
$238,624
$643,769
$29,631
($232) $1,262,997
Costs and Expenses...........................
Cut & haul costs .....................................
(51,041)
(42,001)
(85,460)
—
(3,260)
—
(181,762)
Port / freight costs ..................................
(2,412)
(1,828)
(75,345)
—
(10,914)
—
(90,499)
Depreciation, depletion and
amortization (a).......................................
(73,409)
(31,668)
(20,317)
(169,020)
—
(1,791)
(296,205)
Non-cash cost of land and improved
development (a)......................................
—
—
—
(82,003)
—
—
(82,003)
Other costs and expenses (b) ..............
(45,655)
(31,600)
(24,032)
(52,361)
(15,512)
(40,902)
(210,062)
Operating income (loss).............
$77,902
($6,311)
$33,470
$340,385
($55)
($42,925)
$402,466
Add: Costs related to disposition
initiatives (c) ............................................
—
—
—
—
—
1,597
1,597
Add: Restructuring charges (d) ............
—
—
—
—
—
1,139
1,139
Add: Depreciation, depletion and
amortization (e).......................................
73,409
31,668
20,317
13,064
—
1,791
140,249
Add: Non-cash cost of land and
improved development (e) ....................
—
—
—
44,409
—
—
44,409
Less: Large Dispositions (f) ..................
—
—
—
(291,078)
—
—
(291,078)
Adjusted EBITDA .........................
$151,311
$25,357
$53,787
$106,780
($55)
($38,398)
$298,782
Reconciliation of segment results to consolidated income before taxes
Interest, net and miscellaneous income (g)......................................................................................................................................
($27,708)
Depreciation, depletion and amortization (e)....................................................................................................................................
(140,249)
Non-cash cost of land and improved development (e) ...................................................................................................................
(44,409)
Non-operating income..........................................................................................................................................................................
1,275
Costs related to disposition initiatives (c)..........................................................................................................................................
(1,597)
Restructuring charges (d) ....................................................................................................................................................................
(1,139)
Large Dispositions (f) ...........................................................................................................................................................................
291,078
Income Before Income Taxes..........................................................................................................................................................
$376,033
Income tax expense .............................................................................................................................................................................
(7,050)
Net Income............................................................................................................................................................................................
$368,983
(a)
Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development includes
$495.0 million, $156.0 million, and $37.6 million, respectively, from Large Dispositions.
(b)
Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general
expenses.
(c)
Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s
asset disposition plan, which was announced in November 2023. Costs related to disposition initiatives are recorded within the
Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”
(d)
Restructuring charges include severance costs related to workforce optimization initiatives. Restructuring charges are recorded within the
Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”
(e)
Excludes depreciation, depletion and amortization, and non-cash cost of land and improved development of $156.0 million, and
$37.6 million, respectively, from Large Dispositions.
(f)
Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not
reflect a demonstrable premium relative to timberland value. The year ended December 31, 2024 includes the sale of approximately
200,000 acres for an aggregate sale price of $495.0 million. These dispositions consisted of approximately 91,000 acres in Southeast
Oklahoma and 109,000 acres on the Olympic Peninsula in Northwest Washington.
(g)
Includes a $1.6 million gain from a terminated cash flow hedge.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
87
Year Ended
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and Other
Total
December 31, 2023...............................
Sales (a)...................................................
$264,128
$124,145
$235,481
$389,963
$43,684
($468) $1,056,933
Costs and Expenses...........................
Cut & haul costs .....................................
(57,964)
(56,565)
(84,537)
—
(1,299)
—
(200,365)
Port / freight costs ..................................
(4,543)
(5,173)
(64,825)
—
(14,810)
—
(89,351)
Depreciation, depletion and
amortization (a).......................................
(79,974)
(36,924)
(21,666)
(109,085)
—
(1,712)
(249,361)
Non-cash cost of land and improved
development (a)......................................
—
—
—
(73,458)
—
—
(73,458)
Other costs and expenses (b) ..............
(45,391)
(34,481)
(38,408)
(50,815)
(27,083)
(36,936)
(233,114)
Operating income (loss).............
$76,256
($8,998)
$26,045
$156,605
$492
($39,116)
$211,284
Add: Depreciation, depletion and
amortization (c) .......................................
79,974
36,924
21,666
17,955
—
1,712
158,231
Add: Non-cash cost of land and
improved development (c) ....................
—
—
—
29,768
—
—
29,768
Add: Timber write-offs resulting from
casualty events (d) .................................
—
—
2,302
—
—
—
2,302
Less: Large Dispositions (e) .................
—
—
—
(105,078)
—
—
(105,078)
Adjusted EBITDA .........................
$156,230
$27,926
$50,013
$99,250
$492
($37,404)
$296,507
Reconciliation of segment results to consolidated income before taxes
Interest, net and miscellaneous income............................................................................................................................................
($45,945)
Depreciation, depletion and amortization (c)....................................................................................................................................
(158,231)
Non-cash cost of land and improved development (c) ...................................................................................................................
(29,768)
Non-operating income..........................................................................................................................................................................
18,278
Timber write-offs resulting from casualty events (d)........................................................................................................................
(2,302)
Large Dispositions (e) ..........................................................................................................................................................................
105,078
Income Before Income Taxes..........................................................................................................................................................
$183,617
Income tax expense .............................................................................................................................................................................
(5,122)
Net Income............................................................................................................................................................................................
$178,495
(a)
Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development includes
$242.2 million, $91.1 million, and $43.7 million, respectively, from Large Dispositions.
(b)
Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general
expenses.
(c)
Excludes depreciation, depletion and amortization, and non-cash cost of land and improved development of $91.1 million, and
$43.7 million, respectively, from Large Dispositions.
(d)
Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber
volume damaged by a casualty event that cannot be salvaged. Timber write-offs resulting from casualty events are recorded within the
Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “cost of sales.”
(e)
Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not
reflect a demonstrable premium relative to timberland value. The year ended December 31, 2023 includes the sale of approximately
55,000 acres in Oregon for $242.2 million.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
88
Year Ended
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Corporate
and Other
Total
December 31, 2022...............................
Sales (a)...................................................
$264,201
$162,237
$274,076
$138,008
$70,952
($402)
$909,072
Costs and Expenses...........................
Cut & haul costs .....................................
(63,977)
(62,731)
(94,253)
—
(4,975)
—
(225,936)
Port / freight costs ..................................
(6,836)
(2,803)
(94,061)
—
(27,689)
—
(131,389)
Depreciation, depletion and
amortization (a).......................................
(60,298)
(48,024)
(23,876)
(22,216)
—
(1,255)
(155,669)
Non-cash cost of land and improved
development (a)......................................
—
—
—
(32,934)
—
—
(32,934)
Other costs and expenses (b) ..............
(36,474)
(33,487)
(31,265)
(24,363)
(37,906)
(33,827)
(197,322)
Operating income (loss).............
$96,616
$15,192
$30,621
$58,495
$382
($35,484)
$165,822
Add: Depreciation, depletion and
amortization (c) .......................................
60,298
48,024
23,876
13,886
—
1,255
147,339
Add: Non-cash cost of land and
improved development (c) ....................
—
—
—
28,374
—
—
28,374
Add: Timber write-offs resulting from
casualty events (d) .................................
—
729
—
—
—
—
729
Less: Gain associated with the multi-
family apartment complex sale
attributable to NCI (e) ............................
—
—
—
(11,480)
—
—
(11,480)
Less: Large Dispositions (f) ..................
—
—
—
(16,606)
—
—
(16,606)
Adjusted EBITDA .........................
$156,914
$63,945
$54,497
$72,669
$382
($34,229)
$314,178
Reconciliation of segment results to consolidated income before taxes
Interest, net and miscellaneous income............................................................................................................................................
($33,194)
Depreciation, depletion and amortization (c)....................................................................................................................................
(147,339)
Non-cash cost of land and improved development (c) ...................................................................................................................
(28,374)
Non-operating expense........................................................................................................................................................................
(448)
Timber write-offs resulting from casualty events (d)........................................................................................................................
(729)
Gain associated with the multi-family apartment complex sale attributable to NCI (e) .............................................................
11,480
Large Dispositions (f) ...........................................................................................................................................................................
16,606
Income Before Income Taxes..........................................................................................................................................................
$132,180
Income tax expense .............................................................................................................................................................................
(9,389)
Net Income............................................................................................................................................................................................
$122,791
(a)
Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development includes
$30.5 million, $8.3 million, and $4.6 million, respectively from Large Dispositions.
(b)
Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general
expenses.
(c)
Excludes depreciation, depletion, and amortization and non-cash cost of land and improved development of $8.3 million and $4.6 million.
(d)
Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber
volume damaged by casualty events that cannot be salvaged. Timber write-offs resulting from casualty events are recorded within the
Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “cost of sales.”
(e)
The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in
connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests. The gain associated
with the multi-family apartment complex sale attributable to noncontrolling interest is recorded within the Consolidated Statements of
Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”
(f)
Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not
reflect a demonstrable premium relative to timberland value. The year ended December 31, 2022 includes the sale of approximately
11,000 acres in Washington for $30.5 million.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
89
Gross Capital Expenditures
2024
2023
2022
Capital Expenditures (a)
Southern Timber .................................................................................................................................
$48,398
$46,506
$39,301
Pacific Northwest Timber ..................................................................................................................
13,340
17,371
16,770
New Zealand Timber .........................................................................................................................
17,686
16,663
18,455
Real Estate ..........................................................................................................................................
323
302
285
Corporate and other ...........................................................................................................................
33
605
—
Total capital expenditures.......................................................................................................
$79,780
$81,447
$74,811
Timberland Acquisitions
Southern Timber ................................................................................................................................
$22,753
$10,471
$457,770
Pacific Northwest Timber...................................................................................................................
—
3,591
26
New Zealand Timber ..........................................................................................................................
—
—
734
Total timberland acquisitions..................................................................................................
$22,753
$14,062
$458,530
Total Gross Capital Expenditures................................................................................................ $102,533
$95,509
$533,341
(a) Excludes timberland acquisitions presented separately, in addition to real estate development investments of $25.8 million, $23.1 million and
$13.7 million in the years ended December 31, 2024, 2023 and 2022, respectively.
Geographical Operating Information
Sales
Operating Income
Identifiable Assets
2024
2023
2022
2024
2023
2022
2024
2023
United States............ $987,697
$787,906
$576,780
$363,803
$185,156
$135,900
$2,998,504
$3,098,555
New Zealand ............
275,300
269,027
332,292
38,663
26,128
29,922
475,915
549,030
Total ................ $1,262,997
$1,056,933
$909,072
$402,466
$211,284
$165,822
$3,474,419
$3,647,585
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
90
3.
REVENUE
CONTRACT BALANCES
The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred
revenue (contract liabilities) on the Consolidated Balance Sheets. Trade receivables are recorded when we have an
unconditional right to consideration for completed performance under the contract. Contract liabilities relate to
payments received in advance of performance under the contract. Contract liabilities are recognized as revenue as
(or when) we perform under the contract.
The following table contains contract balances recorded in the Consolidated Balance Sheets at December 31,
2024 and 2023:
2024
2023
Balance Sheet Location
Contract assets
Trade receivables, net (a)................
$26,969
$28,652 Trade receivables
Contract liabilities
Deferred revenue, current (b) .........
20,902
19,012 Deferred revenue
Deferred revenue, non-current (c) .
10,697
11,294 Long-term deferred revenue
(a)
The decrease in trade receivables was primarily driven by timing of sales in our timber segments.
(b)
The increase in deferred revenue, current is primarily driven by the current portion of carbon capture and storage contracts entered into
during 2024, partially offset by the satisfaction of post-closing obligations on real estate sales and the timing of advance payments on non-
timber and stumpage contracts.
(c)
The decrease in deferred revenue, non-current is primarily driven by a decrease in the non-current portion of carbon capture and storage
contracts.
The following table summarizes revenue recognized during the years ended December 31, 2024 and 2023 that
was included in the contract liability balance at the beginning of each year:
Year Ended December 31,
2024
2023
Revenue recognized from contract liability balance at the beginning of the year (a) ..............
$26,534
$21,187
(a)
Revenue recognized was primarily from hunting licenses, carbon capture and storage (“CCS”), the use of advances on pay-as-cut timber
sales, and the satisfaction of post closing obligations on net real estate sales.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
91
The following tables present our revenue from contracts with customers disaggregated by product type for the
years ended December 31, 2024, 2023 and 2022:
Year Ended
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Elim.
Total
December 31, 2024
Pulpwood.................................................................................
$94,820
$5,473
$34,110
—
$2,459
—
$136,862
Sawtimber ...............................................................................
99,636
89,726
181,232
—
25,667
—
396,261
Hardwood................................................................................
4,967
—
—
—
—
—
4,967
Total Timber Sales......................................................
199,423
95,199
215,342
—
28,126
—
538,090
License Revenue, primarily from Hunting ..........................
21,164
942
320
—
—
—
22,426
Land Based Solutions (a) .....................................................
14,518
50
—
—
—
—
14,568
Other Non-Timber/Carbon Credit Revenue .......................
15,314
4,595
22,962
—
—
—
42,871
Agency Fee Income...............................................................
—
—
—
—
1,273
—
1,273
Total Non-Timber Sales.............................................
50,996
5,587
23,282
—
1,273
—
81,138
Improved Development.........................................................
—
—
—
30,754
—
—
30,754
Unimproved Development ....................................................
—
—
—
12,400
—
—
12,400
Rural.........................................................................................
—
—
—
72,913
—
—
72,913
Timberland & Non-Strategic .................................................
—
—
—
16,111
—
—
16,111
Conservation Easements .....................................................
—
—
—
1,101
—
—
1,101
Deferred Revenue/Other (b) ................................................
—
—
—
14,001
—
—
14,001
Large Dispositions .................................................................
—
—
—
495,000
—
—
495,000
Total Real Estate Sales .............................................
—
—
—
642,280
—
—
642,280
Revenue from Contracts with Customers ..........................
250,419
100,786
238,624
642,280
29,399
—
1,261,508
Lease Revenue ......................................................................
—
—
—
1,489
—
—
1,489
Intersegment...........................................................................
—
—
—
—
232
(232)
—
Total Revenue..............................................................
$250,419
$100,786
$238,624
$643,769
$29,631
($232) $1,262,997
December 31, 2023
Pulpwood.................................................................................
$99,035
$8,410
$28,760
—
$3,961
—
$140,166
Sawtimber ...............................................................................
123,312
109,446
182,355
—
37,894
—
453,007
Hardwood................................................................................
4,279
—
—
—
—
—
4,279
Total Timber Sales......................................................
226,626
117,856
211,115
—
41,855
—
597,452
License Revenue, primarily from Hunting ..........................
23,130
1,344
279
—
—
—
24,753
Land Based Solutions (a) .....................................................
3,989
1,355
—
—
—
—
5,344
Other Non-Timber/Carbon Credit Revenue .......................
10,383
3,590
24,087
—
—
—
38,060
Agency Fee Income...............................................................
—
—
—
—
1,361
—
1,361
Total Non-Timber Sales.............................................
37,502
6,289
24,366
—
1,361
—
69,518
Improved Development.........................................................
—
—
—
30,707
—
—
30,707
Unimproved Development ....................................................
—
—
—
114
—
—
114
Rural.........................................................................................
—
—
—
99,665
—
—
99,665
Timberland & Non-Strategic .................................................
—
—
—
3,347
—
—
3,347
Deferred Revenue/Other (b) ................................................
—
—
—
12,516
—
—
12,516
Large Dispositions .................................................................
—
—
—
242,200
—
—
242,200
Total Real Estate Sales .............................................
—
—
—
388,549
—
—
388,549
Revenue from Contracts with Customers ..........................
264,128
124,145
235,481
388,549
43,216
—
1,055,519
Lease Revenue ......................................................................
—
—
—
1,414
—
—
1,414
Intersegment...........................................................................
—
—
—
—
468
(468)
—
Total Revenue..............................................................
$264,128
$124,145
$235,481
$389,963
$43,684
($468) $1,056,933
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
92
Year Ended
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Real
Estate
Trading
Elim.
Total
December 31, 2022
Pulpwood.................................................................................
$126,884
$15,094
$34,027
—
$7,178
—
$183,183
Sawtimber ...............................................................................
92,512
141,541
219,082
—
62,116
—
515,251
Hardwood................................................................................
17,216
—
—
—
—
—
17,216
Total Timber Sales......................................................
236,612
156,635
253,109
—
69,294
—
715,650
License Revenue, primarily from Hunting ..........................
21,135
1,069
341
—
—
—
22,545
Land Based Solutions (a) .....................................................
1,067
7
—
—
—
—
1,074
Other Non-Timber/Carbon Credit Revenue .......................
5,387
4,526
20,626
—
—
—
30,539
Agency Fee Income...............................................................
—
—
—
—
1,256
—
1,256
Total Non-Timber Sales.............................................
27,589
5,602
20,967
—
1,256
—
55,414
Improved Development.........................................................
—
—
—
35,413
—
—
35,413
Rural.........................................................................................
—
—
—
59,485
—
—
59,485
Timberland & Non-Strategic .................................................
—
—
—
11,400
—
—
11,400
Deferred Revenue/Other (b) ................................................
—
—
—
(38)
—
—
(38)
Large Dispositions .................................................................
—
—
—
30,471
—
—
30,471
Total Real Estate Sales .............................................
—
—
—
136,731
—
—
136,731
Revenue from Contracts with Customers ..........................
264,201
162,237
274,076
136,731
70,550
—
907,795
Lease Revenue ......................................................................
—
—
—
1,277
—
—
1,277
Intersegment...........................................................................
—
—
—
—
402
(402)
—
Total Revenue..............................................................
$264,201
$162,237
$274,076
$138,008
$70,952
($402)
$909,072
(a) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts and conservation easements for habitat
protection.
(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
93
The following table presents our timber sales disaggregated by contract type for the years ended December 31,
2024, 2023 and 2022:
Year Ended
Southern
Timber
Pacific
Northwest
Timber
New Zealand
Timber
Trading
Total
December 31, 2024
Stumpage Pay-as-Cut ..............................................
$97,369
$8
—
—
$97,377
Stumpage Lump Sum................................................
827
8,228
—
—
9,055
Total Stumpage..................................................
98,196
8,236
—
—
106,432
Delivered Wood (Domestic)......................................
96,492
83,041
52,252
2,094
233,879
Delivered Wood (Export)...........................................
4,735
3,922
163,090
26,032
197,779
Total Delivered ...................................................
101,227
86,963
215,342
28,126
431,658
Total Timber Sales......................................................
$199,423
$95,199
$215,342
$28,126
$538,090
December 31, 2023
Stumpage Pay-as-Cut ..............................................
$109,583
—
—
—
$109,583
Stumpage Lump Sum................................................
387
2,654
—
—
3,041
Total Stumpage..................................................
109,970
2,654
—
—
112,624
Delivered Wood (Domestic)......................................
108,354
102,533
52,535
523
263,945
Delivered Wood (Export)...........................................
8,302
12,669
158,580
41,332
220,883
Total Delivered ...................................................
116,656
115,202
211,115
41,855
484,828
Total Timber Sales......................................................
$226,626
$117,856
$211,115
$41,855
$597,452
December 31, 2022
Stumpage Pay-as-Cut ..............................................
$98,967
—
—
—
$98,967
Stumpage Lump Sum................................................
1,022
7,770
—
—
8,792
Total Stumpage..................................................
99,989
7,770
—
—
107,759
Delivered Wood (Domestic)......................................
125,136
137,421
62,068
2,310
326,935
Delivered Wood (Export)...........................................
11,487
11,444
191,041
66,984
280,956
Total Delivered ...................................................
136,623
148,865
253,109
69,294
607,891
Total Timber Sales......................................................
$236,612
$156,635
$253,109
$69,294
$715,650
SIGNIFICANT CUSTOMERS
For the year ended December 31, 2024, we closed on four Large Disposition transactions for a total of
$495.0 million, representing approximately 39% of consolidated sales. Individually, each large disposition
represents 10% or more of consolidated sales. For the year ended December 31, 2023, we closed on a 55,000-acre
Large Disposition to Manulife Investment Management on behalf of clients for $242.2 million, representing
approximately 23% of consolidated sales. For the year ended December 31, 2022, no individual customer (or group
of customers under common control) represented 10% or more of consolidated sales.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
94
4.
TIMBERLAND ACQUISITIONS
During 2024, we acquired approximately 7,000 acres of U.S. timberland located in Florida and Georgia through
three transactions for an aggregate value of $22.8 million, which were funded with cash on hand.
During 2023, we acquired approximately 4,000 acres of U.S. timberland located in Florida, Georgia, Texas and
Washington through six transactions for an aggregate value of $13.2 million, which were funded with cash on hand
and like-kind exchange proceeds. We also incurred approximately $0.9 million of additional costs associated with
acquisitions completed in the prior year. Additionally, during 2023, we acquired approximately 1,000 acres of leased
timberland in New Zealand.
The following table summarizes the timberland acquisitions for the years ended December 31, 2024 and 2023:
2024
2023
Cost
Acres
Cost
Acres
Alabama (a).....................................................................................................
—
—
$231
—
Florida ..............................................................................................................
15,660
5,175
4,809
2,194
Georgia (a) ......................................................................................................
7,093
1,966
333
16
Louisiana (a) ...................................................................................................
—
—
74
—
Texas (a) ..........................................................................................................
—
—
5,024
1,317
Washington......................................................................................................
—
—
3,591
353
New Zealand ...................................................................................................
—
—
—
1,156
Total Acquisitions........................................................................................
$22,753
7,141
$14,062
5,036
(a) Includes costs incurred in 2023 associated with acquisitions completed in the fourth quarter of 2022.
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 412,000 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
(Loss) under the caption “Net income attributable to noncontrolling interests in consolidated affiliates.” Rayonier
New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.
Ferncliff Investors
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. During 2024, Bainbridge Landing LLC, a joint venture in which
Ferncliff Investors held a 50% interest, was dissolved. All development and real estate sales activities related to the
project was completed prior to the dissolution.
In 2022, Bainbridge Landing, LLC completed the planned sale of its multi-family apartment complex in
Bainbridge Island, Washington for a purchase price of $65.5 million. The equity income related to the apartment
complex sale was $16.0 million, of which $4.5 million was attributable to Rayonier. In 2024, Bainbridge Landing,
LLC completed the sale of its remaining townhouse units. The income related to the final property sales was
$0.8 million, of which $0.3 million was attributable to Rayonier. Income associated with the Bainbridge Landing, LLC
joint venture has been recognized in our Consolidated Statements of Income and Comprehensive Income (Loss)
under the caption “Other operating (expense) income, net.”
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
95
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:
2024
2023
Beginning noncontrolling interests in the Operating Partnership
$81,651
$105,763
Adjustment of noncontrolling interests in the Operating Partnership
(13,150)
2,421
Conversions of Redeemable Operating Partnership Units to common shares
(14,793)
(24,917)
Net income attributable to noncontrolling interests in the Operating Partnership
4,834
2,905
Other comprehensive loss attributable to noncontrolling interests in the
Operating Partnership
(803)
(1,069)
Distributions to noncontrolling interests in the Operating Partnership (a)
(5,896)
(3,452)
Total noncontrolling interests in the Operating Partnership
$51,843
$81,651
(a) The year ended December 31, 2024 includes an additional distribution of $1.80 per Redeemable Operating Partnership Unit, consisting of a
combination of cash and the Company’s Redeemable Operating Partnership Units. The distribution amount of $3.6 million was paid in cash
and Redeemable Operating Partnership Units January 30, 2025, to holders of record on December 12, 2024. The year ended December 31,
2023 includes an additional distribution of $0.20 per Redeemable Operating Partnership Unit. The cash distribution amount of $0.5 million
was paid January 12, 2024, to holders of record on December 29, 2023.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
96
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,
noncontrolling interests in Operating Partnership units and contingently issuable shares and units.
The following table provides details of the calculations of basic and diluted earnings per common share of the
Company for the three years ended December 31:
2024
2023
2022
Earnings per common share - basic
Numerator:
Net Income ....................................................................................................
$368,983
$178,495
$122,791
Less: Net income attributable to noncontrolling interests in the
Operating Partnership .................................................................................
(4,834)
(2,905)
(2,393)
Less: Net income attributable to noncontrolling interests in
consolidated affiliates ..................................................................................
(5,002)
(2,097)
(13,321)
Net income attributable to Rayonier Inc. .................................................
$359,147
$173,493
$107,077
Denominator:
Denominator for basic earnings per common share - weighted
average shares .............................................................................................
148,839,858
148,046,673
146,209,847
Basic earnings per common share attributable to Rayonier Inc.: ..............
$2.41
$1.17
$0.73
Earnings per common share - diluted
Numerator:
Net Income ....................................................................................................
$368,983
$178,495
$122,791
Less: Net income attributable to noncontrolling interests in
consolidated affiliates ..................................................................................
(5,002)
(2,097)
(13,321)
Net income attributable to Rayonier Inc., before net income
attributable to noncontrolling interests in the Operating Partnership ..
$363,981
$176,398
$109,470
Denominator:
Denominator for basic earnings per common share - weighted
average shares .............................................................................................
148,839,858
148,046,673
146,209,847
Add: Dilutive effect of:
Stock options..............................................................................................
41
472
5,132
Performance shares, restricted shares and restricted stock units ....
362,352
401,351
669,501
Noncontrolling interests in Operating Partnership units......................
2,066,102
2,618,699
3,268,473
Contingently issuable shares and units from special dividend ..........
827,150
—
—
Denominator for diluted earnings per common share - adjusted
weighted average shares .................................................................................
152,095,503
151,067,195
150,152,953
Diluted earnings per common share attributable to Rayonier Inc.: ...........
$2.39
$1.17
$0.73
2024
2023
2022
Anti-dilutive shares excluded from computations of diluted earnings per
common share:
Stock options, performance shares, restricted shares and
restricted stock units .................................................................................
147,514
164,865
103,514
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
97
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, restricted stock units and contingently issuable shares and 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:
2024
2023
2022
Earnings per unit - basic
Numerator:
Net Income....................................................................................................
$368,983
$178,495
$122,791
Less: Net income attributable to noncontrolling interests in
consolidated affiliates ..................................................................................
(5,002)
(2,097)
(13,321)
Net income available to unitholders ..........................................................
$363,981
$176,398
$109,470
Denominator:
Denominator for basic earnings per unit - weighted average units......
150,905,960
150,665,372
149,478,320
Basic earnings per unit attributable to Rayonier, L.P.:.................................
$2.41
$1.17
$0.73
Earnings per unit - diluted
Numerator:
Net Income....................................................................................................
$368,983
$178,495
$122,791
Less: Net income attributable to noncontrolling interests in
consolidated affiliates ..................................................................................
(5,002)
(2,097)
(13,321)
Net income available to unitholders ..........................................................
$363,981
$176,398
$109,470
Denominator:
Denominator for basic earnings per unit - weighted average units......
150,905,960
150,665,372
149,478,320
Add: Dilutive effect of unit equivalents:
Stock options .............................................................................................
41
472
5,132
Performance shares, restricted shares and restricted stock units ....
362,352
401,351
669,501
Contingently issuable shares and units from special dividend ..........
827,150
—
—
Denominator for diluted earnings per unit - adjusted weighted average
units .....................................................................................................................
152,095,503
151,067,195
150,152,953
Diluted earnings per unit attributable to Rayonier, L.P. ...............................
$2.39
$1.17
$0.73
2024
2023
2022
Anti-dilutive unit equivalents excluded from computations of diluted
earnings per unit:
Stock options, performance shares, restricted shares and
restricted stock units .................................................................................
147,514
164,865
103,514
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
98
7.
DEBT
Our debt consisted of the following at December 31, 2024 and 2023:
2024
2023
Debt:
Senior Notes due 2031 at a fixed interest rate of 2.75%...............................................................
$450,000
$450,000
2015 Term Loan borrowings due 2028 at a variable interest rate of 6.15% (a).........................
200,000
350,000
2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of 6.20% (a)...
200,000
200,000
2016 Incremental Term Loan borrowings due 2026 at a variable interest rate of 6.30% (a)...
200,000
200,000
2022 Incremental Term Loan borrowings due 2027.......................................................................
—
100,000
New Zealand subsidiary shareholder loan due 2026 at a fixed interest rate of 3.64% (b) ......
22,683
25,453
New Zealand subsidiary shareholder loan due 2027 at a fixed interest rate of 6.48% (b) ......
22,683
25,453
New Zealand subsidiary shareholder loan due 2025 at a fixed interest rate of 2.95% (b) ......
19,442
21,817
Total principal debt...............................................................................................................................
1,114,808
1,372,723
Less: Current maturities of long-term debt ......................................................................................
(19,442)
—
Less: Unamortized discounts.............................................................................................................
(2,431)
(2,772)
Less: Deferred financing costs ..........................................................................................................
(3,165)
(4,178)
Total long-term debt.............................................................................................................................
$1,089,770
$1,365,773
(a) Reflects variable interest rates as of December 31, 2024.
(b) Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder
loans since inception.
Principal payments due during the next five years and thereafter are as follows:
Total
2025 .............................................................................................................................................................................
19,442
2026 .............................................................................................................................................................................
222,683
2027 .............................................................................................................................................................................
22,683
2028 .............................................................................................................................................................................
200,000
2029 .............................................................................................................................................................................
200,000
Thereafter....................................................................................................................................................................
450,000
Total debt.....................................................................................................................................................................
$1,114,808
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.
All of our term credit agreements are benchmarked to Daily Simple SOFR plus a credit spread adjustment.
While all of our term credit facilities provide for variable interest rates based on a spread over Daily Simple SOFR,
we have entered into multiple interest rate swap agreements to fix all of our variable rate exposure. For each credit
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
99
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”). During the second half of 2024, we repaid
$150 million of the principal balance on this loan. In connection with the repayment, we recognized a loss on early
extinguishment of debt of $0.2 million, representing the write-off of a proportional amount of the unamortized
deferred financing costs. The loss on early extinguishment of debt has been recorded in the Consolidated
Statements of Income and Comprehensive Income (Loss) under the caption “Interest and other miscellaneous
income, net.” The periodic interest rate on the 2015 Term Loan Facility is subject to a pricing grid based on our
leverage ratio, as defined in the Term Credit Agreement. As of December 31, 2024, the periodic interest rate on the
$200 million 2015 Term Loan Facility was Daily Simple SOFR plus 1.5% plus a credit spread adjustment of 0.1%.
Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on
this term loan facility to be approximately 2.0% 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”). During the fourth quarter of
2023, we repaid $150 million of the principal balance on this loan. In December 2024, the remaining $100 million
principal balance was repaid. We recognized a loss on early extinguishment of debt of $0.2 million, representing the
write-off of unamortized deferred financing costs. The loss on early extinguishment of debt has been recognized in
the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest and other
miscellaneous income, net.”
2016 INCREMENTAL TERM LOAN AGREEMENT
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, 2024, 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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
100
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. 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,
2024, 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 1.4% 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
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, 2024, 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, 2024, we made no borrowings or repayments on our Revolving Credit
Facility. At December 31, 2024, we had available borrowings of $293.0 million, net of $7.0 million to secure our
outstanding letters of credit.
NEW ZEALAND SUBSIDIARY DEBT
WORKING CAPITAL FACILITY
In July 2024, the New Zealand subsidiary renewed its NZ$20 million working capital facility, extending its
maturity date to June 30, 2025. 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, 2024, the New Zealand
subsidiary made no borrowings or repayments on its working capital facility. At December 31, 2024, there was no
outstanding balance on the facility.
SHAREHOLDER LOANS
The New Zealand subsidiary has made capital distributions in the past to its partners on a pro rata basis to
redeem certain equity interests, which were 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 loans since its inception. See Note 5 — Noncontrolling
Interests for more information regarding the New Zealand subsidiary.
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, 2024, the outstanding balance is $19.4 million.
SHAREHOLDER LOAN DUE 2026
In July 2021, the New Zealand subsidiary recorded 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, 2024, the outstanding balance is $22.7 million.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
101
SHAREHOLDER LOAN DUE 2027
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, 2024, the outstanding balance is $22.7 million.
DEBT COVENANTS
In connection with our 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental
Term Loan Agreement and Revolving Credit Facility, customary covenants must be met, the most significant of
which include interest coverage and leverage ratios.
The covenants listed below, which are the most significant financial covenants in effect as of December 31,
2024, are calculated on a trailing 12-month basis:
Covenant
Requirement
Actual
Ratio
Favorable
Covenant EBITDA to consolidated interest expense should not be less than ..
2.5 to 1
8.3 to 1
5.8
Covenant debt to covenant net worth plus covenant debt shall not exceed .....
65%
40%
25%
In addition to the financial covenants listed above, the Senior Notes due 2031, 2015 Term Loan Agreement,
2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, and Revolving Credit Facility
include customary covenants that limit the incurrence of debt and the disposition of assets, among others. At
December 31, 2024, we were in compliance with all applicable covenants.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
102
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 36 months and up to 25% of the foreign exchange
exposure for the forward 36 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, 2024, foreign currency
exchange contracts and foreign currency option contracts had maturity dates through December 2027 and
November 2027, respectively.
Foreign currency exchange and option contracts hedging foreign currency risk qualify for cash flow hedge
accounting. We may de-designate these cash flow hedge relationships in advance or at the occurrence of the
forecasted transaction. The portion of gains or losses on the derivative instrument previously in AOCI for de-
designated hedges remains in AOCI until the forecasted transaction affects earnings. Changes in the value of
derivative instruments after de-designation are recorded in earnings.
INTEREST RATE PRODUCTS
We are exposed to cash flow interest rate risk on our variable-rate debt and on anticipated debt issuances. We
use variable-to-fixed interest rate swaps and forward-starting interest rate swap agreements to hedge this exposure.
For these derivative instruments, we report the gains/losses from the fluctuations in the fair market value of the
hedges in AOCI and reclassify them to earnings as interest expense in the same period in which the hedged interest
payments affect earnings.
To the extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item
continues to exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in AOCI
and is amortized using the straight-line method through interest expense over the remaining life of the hedged item.
To the extent the associated hedged item is no longer effective, the gain or loss is reclassified out of AOCI to
earnings immediately.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
103
INTEREST RATE SWAPS
On December 27, 2024, we terminated and cash settled $100 million in notional value of our interest rate
swaps, maturing in 2027, in connection with the repayment of $100 million outstanding under the 2022 Incremental
Term Loan. Upon termination of the swap, we received $0.9 million from our counterparty. The termination resulted
in a $1.6 million gain, which was recognized in earnings during the year ended December 31, 2024, within the
Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest expense, net.”
See Note 7 — Debt for additional information.
The following table contains information on the outstanding interest rate swaps as of December 31, 2024:
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)
April 2016
10 years $100,000
2016 Incremental Term Loan
1.50%
1.75%
3.25%
April 2016
10 years
100,000
2016 Incremental Term Loan
1.51%
1.75%
3.26%
May 2021 (d)
7 years
200,000
2021 Incremental Term Loan
0.67%
1.65%
2.32%
April 2020 (e)
4 years
100,000
2015 Term Loan
0.78%
1.60%
2.38%
May 2020 (e)
4 years
50,000
2015 Term Loan
0.64%
1.60%
2.24%
May 2023 (e)
4 years
50,000
2015 Term Loan
3.29%
1.60%
4.89%
(a) All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
(b) Includes the SOFR Credit Spread Adjustment component of 0.1%.
(c)
Rate is before estimated patronage payments.
(d) Matured into an active interest rate swap on February 1, 2022.
(e) On August 1, 2024, our three forward-starting interest rate swaps with a total notional amount of $200 million matured into active interest
rate swaps. See Note 7 — Debt for additional information.
The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of
Income and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022:
Location on Statement of Income and
Comprehensive Income (Loss)
2024
2023
2022
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts........... Other comprehensive (loss) income
($10,905)
($69)
$5,093
Other operating (expense) income, net
1,104
7,522
(7,682)
Foreign currency option contracts ................. Other comprehensive (loss) income
(3,677)
558
610
Other operating (expense) income, net
(58)
446
—
Interest rate products ....................................... Other comprehensive (loss) income
21,795
10,265
75,006
Interest expense, net
(28,406)
(26,311)
2,459
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
104
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 $13.2 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...................................................................................
($2,762)
Foreign currency option contracts .........................................................................................
(497)
Interest rate products (a).........................................................................................................
16,414
Total estimated gain on derivatives contracts
$13,155
(a) These reclassified amounts are expected to fully offset variable interest rate payments made to debt holders, resulting in no net impact on
our earnings or cash flows.
The following table contains the notional amounts of the derivative financial instruments recorded in the
Consolidated Balance Sheets at December 31, 2024 and 2023:
Notional Amount
2024
2023
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts........................................................................................
$127,600
$122,700
Foreign currency option contracts ..............................................................................................
132,000
98,000
Interest rate swaps........................................................................................................................
600,000
850,000
Forward-starting interest rate swaps
—
200,000
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
105
The following table contains the fair values of the derivative financial instruments recorded in the Consolidated
Balance Sheets at December 31, 2024 and 2023. Changes in balances of derivative financial instruments are
recorded as operating activities in the Consolidated Statements of Cash Flows:
Fair Value Assets (Liabilities) (a)
Location on Balance Sheet
2024
2023
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts........................... Other current assets
—
$1,175
Other assets
—
2,405
Other current liabilities
(3,837)
(664)
Other non-current liabilities
(3,048)
—
Foreign currency option contracts ................................. Other current assets
170
342
Other assets
1,023
2,158
Other current liabilities
(860)
(139)
Other non-current liabilities
(2,497)
(789)
Interest rate swaps........................................................... Other current assets
—
5,742
Other assets
49,353
37,983
Other non-current liabilities
—
(546)
Forward-starting interest rate swaps............................. Other assets
—
12,790
Other non-current liabilities
—
(8)
Total derivative contracts:
Other current assets......................................................................................................................
$170
$7,259
Other assets ...................................................................................................................................
50,376
55,336
Total derivative assets.............................................................................................................
$50,546
$62,595
Other current liabilities ..................................................................................................................
(4,697)
(803)
Other non-current liabilities ..........................................................................................................
(5,545)
(1,343)
Total derivative liabilities .........................................................................................................
($10,242)
($2,146)
(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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
106
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, 2024 and 2023, using market information and what we believe to be appropriate valuation
methodologies under GAAP:
December 31, 2024
December 31, 2023
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Asset (Liability) (a)
Level 1
Level 2
Level 1
Level 2
Cash and cash equivalents...............................
$323,158
$323,158
—
$207,696
$207,696
—
Restricted cash, current (b)...............................
19,366
19,366
—
—
—
—
Restricted cash, non-current (b).......................
676
676
—
678
678
—
Current maturities of long-term debt (c) ..........
(19,442)
—
(19,936)
—
—
—
Long-term debt (c) .............................................. (1,089,770)
—
(1,031,649)
(1,365,773)
—
(1,299,951)
Interest rate swaps (d) .......................................
49,353
—
49,353
43,179
—
43,179
Forward-starting interest rate swaps (d) .........
—
—
—
12,782
—
12,782
Foreign currency exchange contracts (d) .......
(6,885)
—
(6,885)
2,916
—
2,916
Foreign currency option contracts (d)..............
(2,164)
—
(2,164)
1,572
—
1,572
Noncontrolling interests in the Operating
Partnership (e) ....................................................
51,843
—
51,843
81,651
—
81,651
(a) We did not have Level 3 assets or liabilities at December 31, 2024 and 2023.
(b) Restricted cash 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.
(c)
The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt.
See Note 7 — Debt for additional information.
(d) See Note 8 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets
classification of our derivative financial instruments.
(e) Noncontrolling interests in the Operating Partnership 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.
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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
107
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, 2024, the future minimum payments under non-cancellable commitments were as follows:
Environmental
Remediation (a)
Real Estate
Projects (b)
Commitments (c)
Total
2025 ...........................................................................
$4,283
$25,668
$5,109
$35,060
2026 ...........................................................................
763
11,382
2,655
14,800
2027 ...........................................................................
437
5,901
1,366
7,704
2028 ...........................................................................
274
9,545
71
9,890
2029 ...........................................................................
228
537
76
841
Thereafter..................................................................
1,908
7,505
440
9,853
$7,893
$60,538
$9,717
$78,148
(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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
108
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 or from the owner’s property, regardless of culpability for the release.
Changes in environmental and NRD liabilities from December 31, 2023 to December 31, 2024 are shown
below:
Port Gamble, WA
Non-current portion at December 31, 2023
$4,785
Plus: Current portion
11,793
Total Balance at December 31, 2023
16,578
Expenditures charged to liabilities
(12,082)
Increase in liabilities
3,397
Total Balance at December 31, 2024
7,893
Less: Current portion
(4,283)
Non-current portion at December 31, 2024
$3,610
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 year ended December 31, 2024, 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 $3.4 million, which are recorded on an undiscounted basis.
It is expected that the upland mill site cleanup and NRD restoration will occur over the next one to two years,
while the monitoring of the Port Gamble Bay, mill site and landfills will continue for an additional 15 to 20 years.
NRD costs are subject to change as the restoration projects progress. It is reasonably possible that these
components of the liability may increase as construction continues. Management continues to monitor the Port
Gamble cleanup process and will make adjustments as needed. 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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
109
13.
GUARANTEES
We provide financial guarantees as required by creditors, insurance programs, and various governmental
agencies.
As of December 31, 2024, the following financial guarantees were outstanding:
Financial Commitments (a)
Maximum Potential
Payment
Standby letters of credit (b) ....................................................................................................................
$6,996
Surety bonds (c) .......................................................................................................................................
45,703
Total financial commitments ...................................................................................................................
$52,699
(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 $6.3 million of the standby letters of credit serve as credit support for real estate construction in our Wildlight development
project. The remaining letter of credit supports various insurance related agreements. These letters of credit will expire at various dates
during 2025 and will be renewed as required.
(c)
Surety bonds are issued primarily to secure performance obligations related to various operational activities and to provide collateral for our
Wildlight development project in Nassau County, Florida and our Heartwood development project in Richmond Hill, Georgia. These surety
bonds expire at various dates during 2025, 2026, and 2027 and are expected to be renewed as required.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
110
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,
2023 to December 31, 2024 are shown below:
Higher and Better Use Timberlands and Real
Estate Development Investments
Land and
Timber
Development
Investments
Total
Non-current portion at December 31, 2023
$86,986
$18,609
$105,595
Plus: Current portion (a)
1,699
24,639
26,338
Total Balance at December 31, 2023
88,685
43,248
131,933
Non-cash cost of land and improved development
(14,588)
(19,232)
(33,820)
Amortization of parcel real estate development investments
—
(6,669)
(6,669)
Timber depletion from harvesting activities and basis of timber sold in real estate
sales
(1,522)
—
(1,522)
Capitalized real estate development investments (b)
—
33,637
33,637
Capital expenditures (silviculture)
340
—
340
Intersegment transfers
15,319
—
15,319
Total Balance at December 31, 2024
88,234
50,984
139,218
Less: Current portion (a)
(1,402)
(28,206)
(29,608)
Non-current portion at December 31, 2024
$86,832
$22,778
$109,610
(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 $0.7 million of capitalized interest and $7.8 million of parcel real estate
development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial
parcels that are currently under contract or expected to be ready for market within one year.
15.
INVENTORY
As of December 31, 2024 and 2023, our inventory consisted entirely of finished goods, as follows:
2024
2023
Finished goods inventory
Real estate inventory (a) ............................................................................................
$29,608
$26,338
Log inventory................................................................................................................
2,564
4,490
Carbon unit inventory (b)............................................................................................
169
189
Total inventory .........................................................................................................
$32,341
$31,017
(a) Represents the cost of HBU real estate (including capitalized development investments) expected to be sold as well as the cost of HBU real
estate deferred until post-closing obligations are satisfied. See Note 14 — Higher and Better Use Timberlands and Real Estate
Development Investments for additional information.
(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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
111
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, 2024, the New Zealand subsidiary has three CFLs comprising 11,000 gross acres or 8,000
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 3,000 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, 2024 by type of lease and
year of expiration:
Year of Expiration
Lease Obligations
Total
2025
2026
2027
2028
2029
Thereafter
Operating lease liabilities
$178,734
$8,326
$7,408
$7,279
$6,939
$7,466
$141,316
Total Undiscounted Cash Flows
$178,734
$8,326
$7,408
$7,279
$6,939
$7,466
$141,316
Imputed interest
(95,709)
Balance at December 31, 2024
$83,025
Less: Current portion
(6,728)
Non-current portion at December 31, 2024
$76,297
The following table details components of our lease cost for the years ended December 31, 2024, 2023, and
2022:
Year Ended December 31,
Lease Cost Components
2024
2023
2022
Operating lease cost
$9,716
$9,694
$9,332
Variable lease cost (a)
529
535
757
Total lease cost (b)
$10,245
$10,229
$10,089
(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, 2024.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
112
The following table details components of our lease cost for the years ended December 31, 2024, 2023 and
2022:
Year Ended December 31,
Supplemental Cash Flow Information Related to Leases:
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$2,166
$2,841
$2,571
Investing cash flows from operating leases
7,550
6,853
6,761
Total cash flows from operating leases
$9,716
$9,694
$9,332
Weighted-average remaining lease term in years - operating leases
29
30
30
Weighted-average discount rate - operating leases
6%
6%
5%
We apply the following practical expedients as allowed under ASC 842:
Practical Expedient
Description
Short-term leases
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).
Separation of lease and non-lease
components
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 (EXPENSE) INCOME, NET
The following table provides the composition of Other operating (expense) income, net for the three years
ended December 31:
2024
2023
2022
Gain (loss) on foreign currency remeasurement, net of cash flow hedges..........
$1,270
($8,458)
($5,251)
Gain on sale or disposal of property, plant & equipment ........................................
13
37
40
Costs related to disposition initiatives (a) ..................................................................
(1,597)
—
—
Restructuring charges (b) ............................................................................................
(1,139)
—
—
Equity income related to Bainbridge Landing LLC joint venture (c) ......................
830
—
15,477
Miscellaneous (expense) income, net .......................................................................
(654)
115
(562)
Total ..........................................................................................................................
($1,277)
($8,306)
$9,704
(a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition
plan, which was announced in November 2023.
(b) Restructuring charges include severance costs related to workforce optimization initiatives.
(c)
See Note 5 — Noncontrolling Interests for additional information regarding income from our Bainbridge Landing LLC joint venture.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
113
18.
EMPLOYEE BENEFIT PLANS
We had one qualified non-contributory defined benefit pension plan covering a portion of our employees and an
unfunded plan that provided benefits in excess of amounts allowable under current tax law in the qualified plans. We
closed enrollment in the pension plans to salaried employees hired after December 31, 2005. Effective December
31, 2016, we froze benefits for all employees participating in the pension plan. In lieu of the pension plan, we provide
those employees with an enhanced 401(k) plan match consistent with what is currently provided to employees hired
after December 31, 2005. Employee benefit plan liabilities are calculated using actuarial estimates and management
assumptions. These estimates are based on historical information, along with certain assumptions about future
events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.
DEFINED BENEFIT PLAN
In December 2022, the Rayonier Board of Directors authorized the termination of its Defined Benefit Plan.
Affected participants were notified of the termination and provided with alternative distribution options. The Defined
Benefit Plan was terminated on February 28, 2023. During the fourth quarter of 2023, lump sum distributions were
made to participants who elected that option. The remaining plan liabilities were settled in March 2024 through the
purchase of annuity contracts from a third-party insurance provider. In connection with the plan’s termination, we
made a cash contribution of $2.7 million to fully fund the plan. Additionally, a pre-tax non-cash pension settlement
charge of $5.7 million was recognized as a component of AOCI due to actuarial losses.
UNFUNDED PLAN
In July 2023, the Rayonier Board of Directors authorized the termination of the unfunded plan and distribution of
all benefits in accordance with Section 409A of the Internal Revenue Code. The unfunded plan was terminated on
July 31, 2023, and settled in the third quarter of 2024 with lump sum cash payments of $1.2 million. A pre-tax non-
cash pension settlement charge related to the actuarial losses was recognized as a component of AOCI. See Note
24 — Accumulated Other Comprehensive (Loss) Income for additional information.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
114
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
Postretirement
2024
2023
2024
2023
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year ........................
$63,142
$70,062
$1,491
$1,421
Service cost .......................................................................................
—
—
3
4
Interest cost .......................................................................................
535
3,374
70
70
Actuarial (gain) loss..........................................................................
(5,046)
4,356
(145)
10
Benefits paid......................................................................................
(742)
(3,924)
(15)
(14)
Expenses paid ..................................................................................
(10)
(653)
—
—
Settlement..........................................................................................
(57,879)
(10,073)
—
—
Projected benefit obligation at end of year............................
—
$63,142
$1,404
$1,491
Change in Plan Assets
Fair value of plan assets at beginning of year .............................
$54,750
$62,843
—
—
Actual return on plan assets ...........................................................
603
6,356
—
—
Employer contributions ....................................................................
3,441
201
15
14
Benefits paid......................................................................................
(742)
(3,924)
(15)
(14)
Other expense ..................................................................................
(173)
(653)
—
—
Settlement..........................................................................................
(57,879)
(10,073)
—
—
Fair value of plan assets at end of year.................................
—
$54,750
—
—
Funded Status at End of Year
Net accrued benefit cost..................................................................
—
($8,392)
($1,404)
($1,491)
Amounts Recognized in the Consolidated Balance Sheets
Consist of:
Current liabilities ...............................................................................
—
($8,392)
($57)
($52)
Noncurrent liabilities.........................................................................
—
—
(1,347)
(1,439)
Net amount recognized.........................................................
—
($8,392)
($1,404)
($1,491)
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:
2024
2023
Projected benefit obligation ..................................................................................................................
—
$63,142
Accumulated benefit obligation ............................................................................................................
—
63,142
Accumulated postretirement benefit obligation..................................................................................
1,404
1,491
Fair value of plan assets .......................................................................................................................
—
54,750
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
115
OTHER COMPREHENSIVE INCOME (LOSS)
Net gains or losses recognized in other comprehensive income (loss) for the three years ended December 31
are as follows:
Pension
Postretirement
2024
2023
2022
2024
2023
2022
Net gains (losses) .................................................
$5,106
($1,438)
$362
$145
($11)
$512
Net gains or losses reclassified from other comprehensive income (loss) and recognized as a component of
pension and postretirement expense for the three years ended December 31 are as follows:
Pension
Postretirement
2024
2023
2022
2024
2023
2022
Amortization of losses..................................................
$1
$6
$738
—
—
$15
Net settlement loss .......................................................
5,816
2,036
—
—
—
—
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:
Pension
Postretirement
2024
2023
2024
2023
Net (losses) income ....................................................................................
—
($10,923)
$230
$85
Deferred income tax benefit .....................................................................
—
1,216
—
6
AOCI....................................................................................................
—
($9,707)
$230
$91
NET PENSION AND POSTRETIREMENT BENEFIT COST (CREDIT)
The following tables set forth the components of net pension and postretirement benefit cost (credit) that have
been recognized during the three years ended December 31:
Pension
Postretirement
2024
2023
2022
2024
2023
2022
Components of Net Periodic Benefit Cost (Credit)
Service cost .........................................................
—
—
—
$3
$4
$7
Interest cost .........................................................
535
3,374
2,434
70
70
51
Expected return on plan assets ........................
(542)
(3,439)
(3,486)
—
—
—
Amortization of losses ........................................
1
6
738
—
—
15
Settlement expense.............................................
5,816
2,036
—
—
—
—
Net periodic benefit cost (credit) ................................
$5,810
$1,977
($314)
$73
$74
$73
The service cost component of our benefit expense is recorded within the operating expense line item “Selling
and general expenses” within the Consolidated Statements of Income and Comprehensive Income (Loss). All other
components of the benefit costs expense are included within the “Interest and other miscellaneous income, net” line
item of the Consolidated Statements of Income and Comprehensive Income (Loss).
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
116
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:
Pension
Postretirement
2024
2023
2022
2024
2023
2022
Assumptions used to determine benefit obligations at December 31:
Discount rate ..........................................................................................
N/A
4.99%
4.96%
5.49%
4.81%
5.01%
Assumptions used to determine net periodic benefit cost for years
ended December 31:
Discount rate ......................................................................................... 5.00%
4.96%
2.65%
4.81%
5.01%
2.75%
Expected long-term return on plan assets......................................... 4.97%
4.97%
4.97%
—
—
—
INVESTMENT OF PLAN ASSETS
Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversaw the
pension plans’ investment program, which was designed to maximize returns and provide sufficient liquidity to meet
plan obligations while maintaining acceptable risk levels. The investment approach emphasized diversification by
allocating the plans’ assets among asset categories and selecting investment managers whose various investment
methodologies would be minimally correlative with each other.
Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2024 and 2023 are as
follows:
Percentage of
Plan Assets
Asset Category
2024
2023
Domestic equity securities ..............................................................................................................
—
15%
International equity securities .........................................................................................................
—
9%
Domestic fixed income securities ..................................................................................................
—
75%
Real estate fund................................................................................................................................
—
1%
Total (a) ..............................................................................................................................................
—
100%
(a) As of December 31, 2024 all plan assets were distributed as part of the previously discussed plan settlements.
Investments within the equity categories may include large capitalization, small capitalization and emerging
market securities. Pension assets did not include a direct investment in Rayonier common shares during the years
ended December 31, 2024 and 2023.
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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
117
The following table sets forth the net asset value of the plan assets as of December 31, 2024 or 2023:
Asset Category
December 31, 2024
December 31, 2023
Investments at Net Asset Value:
Separate Investment Accounts (a) ........................................................
—
$54,750
Total Investments at Net Asset Value ....................................................
—
$54,750
(a) As of December 31, 2024 all plan assets were distributed as part of the previously discussed plan settlements.
CASH FLOWS
Our expected benefit payments to be made for the next 10 years are as follows:
Pension
Benefits
Postretirement
Benefits
2025......................................................................................................................................
—
$57
2026......................................................................................................................................
—
62
2027......................................................................................................................................
—
67
2028......................................................................................................................................
—
71
2029......................................................................................................................................
—
76
2030-2034 ...........................................................................................................................
—
440
DEFINED CONTRIBUTION PLANS
We provide a defined contribution plan to all of our eligible employees. Company contributions charged to
expense for these plans were $2.7 million, $2.5 million and $2.5 million for the years ended December 31, 2024,
2023 and 2022, respectively. The defined contribution plan includes Rayonier common shares with a fair market
value of $6.4 million and $8.1 million at December 31, 2024 and 2023, 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.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
118
19.
INCENTIVE STOCK PLANS
The 2023 Rayonier Incentive Stock Plan (the “Stock Plan”) was approved by shareholders on May 18, 2023.
The Stock Plan allows for up to 3.0 million shares to be granted for options, rights, performance shares, restricted
stock, restricted stock units, other stock-based awards or any combination of the foregoing, subject to certain
limitations. At December 31, 2024, a total of 2.0 million shares were available for future grants under the Stock Plan.
Grants can no longer be made under prior plans. Under the Stock Plan, shares available for issuance may be
increased by awards made under the Stock Plan, or awards granted under a prior plan, that are forfeited,
terminated, expire unexercised, are settled in cash in lieu of stock, are exchanged for other awards or are released
from a reserve for failure to meet the maximum payout under a program. In the event that withholding tax liabilities
arising from an award under this Stock Plan, other than options or stock appreciation rights, are satisfied in shares,
the shares available under the Stock Plan will be increased. We issue new common shares 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 incentive compensation cost is presented below:
2024
2023
2022
Selling and general expenses .................................................................................
$12,778
$12,710
$10,767
Cost of sales...............................................................................................................
1,122
986
1,226
Timber and Timberlands, net (a) .............................................................................
332
306
363
Total stock-based incentive compensation ............................................................
$14,232
$14,002
$12,356
Tax benefit recognized related to stock-based incentive compensation
expense (b) .............................................................................................................
$695
$677
$603
(a) Represents amounts capitalized as part of the overhead allocation of timber-related costs.
(b) 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 UNITS & RESTRICTED STOCK
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 over the requisite service period, which is the
vesting period from the grant date of the award to the latest vesting date or is based on retirement eligibility. As
permitted, we do not estimate a forfeiture rate for non-vested shares. Accordingly, unexpected forfeitures will lower
stock-based incentive compensation during the period in which they occur.
As of December 31, 2024, there was $6.5 million of unrecognized compensation cost attributable to our
restricted stock units. We expect to recognize this cost over a weighted average period of 2.4 years. As of
December 31, 2024, there was no unrecognized compensation cost attributable to our restricted stock.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
119
A summary of our restricted stock units is presented below:
2024
2023
2022
Restricted stock units granted .............................................................................................................
212,415
207,006
130,213
Weighted average price of restricted stock units granted ...............................................................
$32.46
$32.93
$41.81
Intrinsic value of restricted stock units outstanding (a)....................................................................
$12,673
$16,068
$13,826
Grant date fair value of restricted stock units vested.......................................................................
5,949
4,454
2,475
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on restricted stock units vested ...................................................
2,186
1,665
1,063
(a) Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2024, 2023 and
2022.
2024
Number of
Shares
Weighted
Average Grant
Date Fair Value
Non-vested Restricted Stock Units at January 1, ...................................................
480,925
$32.74
Granted..........................................................................................................................
212,415
32.46
Vested............................................................................................................................
(189,934)
31.32
Cancelled ......................................................................................................................
(17,854)
32.63
Non-vested Restricted Stock Units at December 31, ............................................
485,552
$33.17
A summary of our restricted stock is presented below:
2024
2023
2022
Restricted stock granted ......................................................................................................................
32,928
36,403
22,800
Weighted average price of restricted stock granted ........................................................................
$30.37
$30.22
$38.60
Intrinsic value of restricted stock outstanding (a).............................................................................
—
$66
$620
Grant date fair value of restricted stock vested ................................................................................
1,047
1,647
2,478
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on restricted shares vested..........................................................
20
208
708
(a) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023 and 2022.
2024
Number of
Shares
Weighted
Average Grant
Date Fair Value
Non-vested Restricted Stock at January 1, .............................................................
1,973
$24.01
Granted ..........................................................................................................................
32,928
30.37
Vested ............................................................................................................................
(34,901)
30.01
Non-vested Restricted Stock at December 31, .......................................................
—
—
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
120
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 requisite service period, which is the vesting period
from the grant date of the award to the latest vesting date or is based on retirement eligibility. Additionally, we do not
estimate a forfeiture rate for non-vested units. As such, unexpected forfeitures will lower stock-based incentive
compensation during the period in which they occur.
As of December 31, 2024, there was $4.4 million of unrecognized compensation cost related to our
performance share unit awards, which is attributable to awards granted in 2022, 2023 and 2024. This cost is
expected to be recognized over a weighted average period of 1.7 years.
A summary of our performance share units is presented below:
2024
2023
2022
Common shares reserved for performance shares granted during year ......................................
320,640
285,863
193,333
Weighted average fair value of performance share units granted..................................................
$34.51
$37.77
$45.68
Intrinsic value of outstanding performance share units (a) ..............................................................
$11,463
$12,730
$13,123
Fair value of performance shares vested ...........................................................................................
6,388
5,863
5,549
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on performance shares vested.....................................................
1,975
2,342
2,454
(a) Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2024, 2023
and 2022.
2024
Number
of Units
Weighted
Average Grant
Date Fair Value
Outstanding Performance Share units at January 1, ...............................................
381,034
$39.56
Granted............................................................................................................................
183,223
34.51
Units Distributed.............................................................................................................
(108,217)
36.08
Other Cancellations/Adjustments ................................................................................
(16,854)
34.76
Outstanding Performance Share units at December 31,.........................................
439,186
$38.50
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:
2024
2023
2022
Expected volatility ...................................................................................................................... 26.4%
29.9%
38.1%
Risk-free rate ..............................................................................................................................
4.5%
3.7%
2.6%
Liquidity discount applied to grants with a post-vesting holding restriction ......................
3.9%
4.7%
4.2%
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
121
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, 2024 is presented
below:
2024
Number of
Shares
Weighted
Average Exercise
Price
(per common
share)
Weighted
Average
Remaining
Contractual Term
(in years)
Aggregate
Intrinsic
Value
Options outstanding at January 1,.........................................
24,724
$31.83
Exercised ........................................................................
—
—
Cancelled or expired.....................................................
(24,724)
31.83
Options outstanding at December 31, ..................................
—
—
—
—
Options exercisable at December 31,...................................
—
—
—
—
A summary of additional information pertaining to our stock options is presented below:
2024
2023
2022
Intrinsic value of options exercised (a)..............................................................................
—
$2
$300
Cash received from exercise of options............................................................................
—
75
2,466
(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, 2024, compensation cost related to stock options was fully recognized.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
122
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, 2024, Rayonier owns a 98.7% 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:
2024
2023
2022
Current
U.S. federal............................................................................................................
—
—
($2,797)
State .......................................................................................................................
(200)
(292)
(371)
Foreign ...................................................................................................................
(6,482)
(4,441)
(2,694)
(6,682)
(4,733)
(5,862)
Deferred
U.S. federal............................................................................................................
(2,260)
8,386
2,302
State .......................................................................................................................
1,211
1,187
1,693
Foreign ...................................................................................................................
(1,590)
(388)
(3,583)
(2,639)
9,185
412
Changes in valuation allowance ..................................................................................
2,271
(9,574)
(3,939)
Total ..................................................................................................................................
($7,050)
($5,122)
($9,389)
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:
2024
2023
2022
U.S. federal statutory income tax rate .........................................
($78,967) (21.0)%
($38,560) (21.0)%
($27,758) (21.0)%
U.S. and foreign REIT income ...................................................
84,262
22.4
47,616
25.9
29,732
22.5
Matariki Group and Rayonier New Zealand Ltd......................
(6,556)
(1.7)
(3,681)
(2.0)
(5,038)
(3.8)
Cellulosic Biofuel Producer tax credit .......................................
(10,814)
(2.9)
—
—
—
—
Change in valuation allowance ..................................................
2,271
0.6
(9,574)
(5.2)
(3,939)
(3.0)
REIT Built-in Gain ........................................................................
—
—
—
—
(2,516)
(1.9)
Foreign income tax withholding .................................................
(1,517)
(0.4)
(1,148)
(0.6)
(1,239)
(0.9)
State Income Tax, Net of Federal Benefit ................................
833
0.2
1,322
0.7
1,424
1.1
Bainbridge Landing JV, NCI .......................................................
122
—
—
—
2,496
1.8
Other ..............................................................................................
3,316
0.9
(1,097)
(0.6)
(2,551)
(1.9)
Income tax expense as reported for net income........................
($7,050)
(1.9)%
($5,122)
(2.8)%
($9,389)
(7.1)%
The Company’s effective tax rate is below the 21% U.S. statutory rate primarily due to tax benefits associated
with being a REIT.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
123
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:
2024
2023
Gross deferred tax assets:
Pension, postretirement and other employee benefits .........................................................
$149
$565
New Zealand subsidiary ............................................................................................................
19,868
19,717
Cellulosic Biofuel Producer Credit tax credit carry forwards................................................
—
13,688
Capitalized real estate costs .....................................................................................................
3,570
4,564
U.S. TRS net operating loss......................................................................................................
37,284
30,061
Other .............................................................................................................................................
8,166
5,073
Total gross deferred tax assets.................................................................................................
69,037
73,668
Less: Valuation allowance .........................................................................................................
(48,147)
(50,418)
Total deferred tax assets after valuation allowance ..............................................................
$20,890
$23,250
Gross deferred tax liabilities:
New Zealand subsidiary ............................................................................................................
(79,766)
(89,899)
Other .............................................................................................................................................
(1,105)
(3,616)
Total gross deferred tax liabilities .............................................................................................
(80,871)
(93,515)
Net deferred tax liability reported as noncurrent.............................................................................. ($59,981)
($70,265)
Net operating loss (“NOL”) and tax credit carryforwards as of the two years ended December 31 follows:
Tax Effected
Balance
Expiration
2024
U.S. Federal NOL Carryforwards- Post TCJA (a) ............................................................
$32,451
None
U.S State NOL Carryforwards (b).......................................................................................
4,833
Various
Cellulosic Biofuel Producer Credit......................................................................................
—
2024
2023
U.S. Federal NOL Carryforwards- Post TCJA (a) ............................................................
$25,948
None
U.S State NOL Carryforwards (b).......................................................................................
4,112
Various
Cellulosic Biofuel Producer Credit......................................................................................
13,688
2024
(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.
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 2024, the net deferred
tax assets decreased by $2.3 million. As a result, we recorded a change in the valuation allowance of $2.3 million
related to the U.S. TRS's deferred tax assets, net of liabilities.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
124
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
Open Tax Years
U.S. Internal Revenue Service .......................................................................................................
2021 - 2023
New Zealand Inland Revenue ........................................................................................................
2019 - 2023
TAX CHARACTERISTICS OF DIVIDEND DISTRIBUTIONS
The taxable nature of the dividend distributions paid for each of the three years ended December 31 follows:
2024
2023
2022
Total dividends/distributions paid per common share/unit (a) .................................
$2.94
$1.34
$1.125
Tax characteristics:
Capital gain......................................................................................................................
100%
100%
100%
(a) The year ended December 31, 2024 includes an additional dividend of $1.80 per common share, consisting of a combination of cash and
the Company’s common shares. The dividend was paid January 30, 2025, to shareholders of record on December 12, 2024. This additional
dividend will be considered a 2024 distribution for federal income tax purposes. The year ended December 31, 2023 includes an additional
cash dividend of $0.20 per common share. The dividend was paid January 12, 2024, to shareholders of record on December 29, 2023. This
additional cash dividend was considered a 2023 distribution for federal income tax purposes.
21.
RESTRICTED CASH
Restricted cash 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 includes cash balances held in escrow as collateral for certain
contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate
sales.
The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated
Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows for
the two years ended December 31:
2024
2023
Restricted cash, current:
Restricted cash deposited with LKE intermediary .......................................................
$19,366
—
Total restricted cash, current: .................................................................................................
19,366
—
Restricted cash, non-current:
Restricted cash deposited with LKE intermediary .......................................................
—
2
Restricted cash held in escrow .......................................................................................
676
676
Total restricted cash, non-current: .........................................................................................
676
678
Total restricted cash shown in the Consolidated Balance Sheets....................................
20,042
678
Cash and cash equivalents ....................................................................................................
323,158
207,696
Total cash, cash equivalents and restricted cash shown in the Consolidated
Statements of Cash Flows......................................................................................................
$343,200
$208,374
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
125
22.
ASSETS HELD FOR SALE
Assets held for sale is composed of properties not included in inventory which are expected to be sold within the
next 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9. As of
December 31, 2024 and December 31, 2023, the basis in properties meeting this classification was $5.4 million and
$9.9 million, respectively. We recognized an immaterial impairment charge related to these assets during the year
ended December 31, 2024. Impairment charges are recorded within the Consolidated Statements of Income and
Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”
23.
OTHER ASSETS
The following table provides the composition of Other Assets for the two years ended December 31:
2024
2023
Long-term derivative contracts (a).................................................................................................
$50,376
$55,336
Long-term prepaid and secondary roads (b) ...............................................................................
9,974
11,348
Patronage equity (b) ........................................................................................................................
9,340
8,292
Long-term notes receivable (b) ......................................................................................................
7,400
—
Goodwill (b) .......................................................................................................................................
6,970
7,822
Equity investments (c) .....................................................................................................................
6,252
5,947
Capitalized software costs (b) ........................................................................................................
4,866
5,427
Carbon credits (d) ............................................................................................................................
4,187
419
Other (e) ............................................................................................................................................
2,761
2,964
Total...............................................................................................................................................
$102,126
$97,555
(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)
Represents the cost basis in four joint venture entities by our New Zealand subsidiary, reflecting investments made for the establishment
and enhancement of timber assets which the joint ventures will monetize upon maturation of the timber.
(d) See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits.
(e) Includes the Executive Severance Pay Plan which provides benefits to eligible executives in the event of a change in control of the
Company, deferred financing costs related to revolving debt, long-term prepaid stumpage and long term deposits.
Changes in goodwill for the years ended December 31, 2024 and 2023 were:
2024
2023
Balance, January 1 (net of $0 of accumulated impairment)......................................................
$7,822
$7,863
Changes to carrying amount
Foreign currency adjustment................................................................................................
(852)
(41)
Balance, December 31 (net of $0 of accumulated impairment) ...............................................
$6,970
$7,822
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
126
24.
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The following table summarizes the changes in AOCI by component for the years ended December 31, 2024
and 2023. All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.
Foreign
currency
translation
losses
Net
investment
hedges of
New
Zealand
subsidiary
Cash
flow
hedges
Employee
benefit
plans
Total
Rayonier,
L.P.
Allocation
of
Operating
Partnership
Total
Rayonier
Inc.
Balance as of December 31,
2022...........................................
($18,067)
$1,321
$67,204
($10,209)
$40,249
($4,436)
$35,813
Other comprehensive (loss)
income before
reclassifications .......................
(1,466)
—
10,537 (a)
(1,449)
7,622
(75)
7,547
Amounts reclassified from
accumulated other
comprehensive income ..........
—
—
(21,895)
2,042 (b)
(19,853)
1,144
(18,709)
Net other comprehensive
(loss) income............................
(1,466)
—
(11,358)
593
(12,231)
1,069
(11,162)
Balance as of December 31,
2023...........................................
($19,533)
$1,321
$55,846
($9,616)
$28,018
($3,367)
$24,651
Other comprehensive (loss)
income before
reclassifications .......................
(31,616)
—
13,713 (a)
5,251
(12,652)
163
(12,489)
Amounts reclassified from
accumulated other
comprehensive (loss) income
—
—
(27,826)
4,595 (b)
(23,231)
640
(22,591)
Net other comprehensive
(loss) income............................
(31,616)
—
(14,113)
9,846
(35,883)
803
(35,080)
Balance as of December 31,
2024...........................................
($51,149)
$1,321
$41,733
$230
($7,865)
($2,564) ($10,429)
(a) The years ended December 31, 2024 and December 31, 2023 include $21.8 million and $10.3 million, respectively, of other comprehensive
income related to interest rate products. See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.
(b) This component of other comprehensive (loss) income is included in the computation of net periodic pension and post-retirement costs. The
year ended December 31, 2024 includes a pension settlement charge of $4.6 million, net of tax of $1.2 million. The year ended
December 31, 2023 includes a $2.0 million pension settlement charge. 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, 2024 and 2023:
Details about accumulated other
comprehensive (loss) income
components
Amount reclassified from
accumulated other
comprehensive (loss) income
Affected line item in the Income
Statement
2024
2023
Realized loss on foreign currency
exchange contracts.........................................
$1,104
$7,522
Other operating (expense) income, net
Realized (gain) loss on foreign currency
option contracts ...............................................
(58)
446
Other operating (expense) income, net
Noncontrolling interests .................................
(241)
(1,833)
Comprehensive income attributable to
noncontrolling interests
Realized gain on interest rate contracts......
(28,406)
(26,311) Interest expense, net
Income tax effect from net loss on foreign
currency contracts...........................................
(225)
(1,719) Income tax expense
Net gain on cash flow hedges reclassified
from accumulated other comprehensive
(loss) income ...................................................
($27,826)
($21,895)
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
127
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 (Loss) for the three years ended December 31:
Related Party Transaction
Location on Statement of Income and
Comprehensive Income (Loss)
2024
2023
2022
Mattamy Contract
Sales
—
—
$916
All consideration due under this contract was received from Mattamy Homes as of December 31, 2022. There
were no new agreements entered into with Mattamy Homes during the years ended December 31, 2023 and
December 31, 2024.
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
128
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 the Company’s 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, 2024.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the year ended December 31, 2024, 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 the Operating Partnership’s 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, 2024.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the year ended December 31, 2024, 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.
129
Not applicable.
Item 9B.
OTHER INFORMATION
Insider Trading Arrangements and Policies
None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading
arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31,
2024, as such terms are defined under item 408(a) of Regulation S-K.
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
130
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 2025 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 of 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.
Code of Ethics
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.
Policy Statement on Insider Trading
We have adopted an insider trading compliance policy that governs the purchase, sale, and/or other
transactions of our securities by directors, officers and employees, and have implemented processes that are
reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE
listing standards. A copy of our insider trading policy is included as an exhibit to this report.
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,” “Pay Versus Performance,” “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 ACCOUNTANT 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.
131
(a)
Documents filed as a part of this report:
(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, 2024, 2023, and 2022
(In Thousands)
Description
Balance
at
Beginning
of Year
Additions
Charged
to Cost
and
Expenses
Deductions
Balance
at End
of Year
Allowance for doubtful accounts:
Year ended December 31, 2024....................................
$210
$191
—
$401
Year ended December 31, 2023....................................
74
136
—
210
Year ended December 31, 2022....................................
59
15
—
74
Deferred tax asset valuation allowance:
Year ended December 31, 2024....................................
$50,418
—
($2,271) (a)
$48,147
Year ended December 31, 2023....................................
40,844
9,574 (b)
—
50,418
Year ended December 31, 2022....................................
36,904
3,940 (b)
—
40,844
(a) The 2024 decrease in the valuation allowance is due to a reduction in TRS deferred tax assets.
(b) The 2023 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.
PART IV
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
132
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.
2.1 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
3.1 Amended and Restated Articles of Incorporation
Incorporated by reference to Exhibit 3.1
to the Registrant’s May 23, 2012 Form
8-K
3.2 By-Laws
Incorporated by reference to Exhibit 3.1
to the Registrant’s July 26, 2023 Form
8-K
3.3 Amended and Restated Limited Liability Company Agreement
of Rayonier Operating Company LLC, dated as of November
8, 2024
Filed herewith
3.4 Amended and Restated Agreement of Limited Partnership of
Rayonier, L.P., dated as of May 8, 2020
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
party thereto from time to time and The Bank of New York
Mellon, N.A., as Trustee, dated as of September 9, 2020
Incorporated by reference to Exhibit 4.8
to the Registrant’s September 10, 2020
Registration Statement on Form S-3
4.2 First Supplemental Indenture, dated May 17, 2021, among
Rayonier, L.P., as issuer, the guarantors party thereto and the
Bank of New York Mellon Trust Company, N.A., as trustee
Incorporated by reference to Exhibit 4.2
to the Registrant's May 17, 2021 Form
8-K
4.3 Form of Note for 2.750% Senior Notes due 2031 (contained in
Exhibit A to Exhibit 4.2)
Incorporated by reference 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
Incorporated by reference to Exhibit 4.7
to the Registrant's December 31, 2020
Form 10-K
10.1 Form of Rayonier Outside Directors Compensation Program/
Cash Deferral Option Agreement*
Incorporated by reference to Exhibit
10.24 to the Registrant’s December 31,
2006 Form 10-K
10.2 Form of Rayonier Inc. Non-Employee Director Compensation
Election to Receive Shares in Lieu of Cash*
Filed herewith
10.3 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
10.4 Deed of Amendment and Restatement of Shareholder
Agreement, dated July 1, 2021, 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
10.8 to the Registrant’s December 31,
2023 Form 10-K
Exhibit No.
Description
Location
10.5 Intellectual Property Agreement, dated June 27, 2014, by and
between Rayonier Inc. and Rayonier Advanced Materials Inc.
Incorporated by reference to Exhibit
10.4 to the Registrant’s June 30, 2014
Form 8-K
10.6 Form of Indemnification Agreement between Rayonier Inc.
and its Officers and Directors*
Incorporated by reference to Exhibit
10.18 to the Registrant’s December 31,
2019 Form 10-K
10.7 Rayonier Incentive Stock Plan, as amended*
Incorporated by reference to Exhibit
10.1 to the Registrant’s September 30,
2020 Form 10-Q
10.8 2023 Rayonier Incentive Stock Plan*
Incorporated by reference to Exhibit 4.3
to the Registrant’s Registration
Statement on Form S-8, filed on May 18,
2023
10.9 Form of Rayonier Incentive Stock Plan Non-Qualified Stock
Option Award Agreement*
Incorporated by reference to Exhibit
10.19 to the Registrant’s December 31,
2008 Form 10-K
10.10 2023 Rayonier Incentive Stock Plan Restricted Stock Unit
Award Agreement*
Incorporated by reference to Exhibit
10.15 to the Registrant’s December 31,
2023 Form 10-K
10.11 2021 Performance Share Award Program*
Incorporated by reference to Exhibit
10.1 to the Registrant's March 31, 2021
Form 10-Q
10.12 2022 Performance Share Award Program*
Incorporated by reference to Exhibit
10.1 to the Registrant’s September 30,
2022 Form 10-Q
10.13 2023 Performance Share Award Program*
Incorporated by reference to Exhibit
10.1 to the Registrant’s March 31, 2023
Form 10-Q
10.14 2024 Performance Share Award Program*
Incorporated by reference to Exhibit
10.20 to the Registrant’s December 31,
2023 Form 10-K
10.15 2025 Performance Share Award Program*
Filed herewith
10.16 Rayonier Inc. Supplemental Savings Plan effective March 1,
2016*
Incorporated by reference to Exhibit
10.2 to the Registrant’s March 31, 2016
Form 10-Q
10.17 Amended and Restated Executive Severance Pay Plan
effective as of January 2024*
Incorporated by reference to Exhibit
10.22 to the Registrant’s December 31,
2023 Form 10-K
10.18 Trust Agreement for the Rayonier Inc. Executive Severance
Pay Plan*
Incorporated by reference to Exhibit
10.25 to the Registrant’s December 31,
2001 Form 10-K
10.19 Amendment to Trust Agreement for the Rayonier Inc.
Executive Severance Plan*
Incorporated by reference to Exhibit
10.2 to the Registrant’s September 30,
2014 Form 10-Q
10.20 LTI Supplemental Terms Vesting in Event of Retirement
(Updated 2025)*
Filed herewith
10.21 Rayonier Incentive Stock Plan Restricted Stock Unit Award
Agreement, dated 2019*
Incorporated by reference to Exhibit
10.31 to the Registrant’s December 31,
2019 Form 10-K
Exhibit No.
Description
Location
10.22 Rayonier Non-Equity Incentive Plan, as amended, Effective
as of January 1, 2020*
Incorporated by reference to Exhibit
10.32 to the Registrant’s December 31,
2019 Form 10-K
10.23 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
10.24 Accordion Increase Agreement, dated as of April 13, 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,
swing line lender and issuing bank
Incorporated by reference to Exhibit
10.6 to the Registrant’s March 31, 2020
Form 10-Q
10.25 Tax Protection Agreement, dated as of May 8, 2020, by and
among Rayonier Inc., Rayonier, L.P. and Pope Resources, A
Delaware Limited Partnership
Incorporated by reference to Exhibit
10.1 to the Registrant’s May 13, 2020
Form 8-K
10.26 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of January 1, 2020, executed
July 28, 2023*
Incorporated by reference to Exhibit
10.31 to the Registrant’s December 31,
2023 Form 10-K
10.27 Amendment to Rayonier Investment and Savings Plan
effective as of March 27, 2020, executed July 28, 2023*
Incorporated by reference to Exhibit
10.32 to the Registrant’s December 31,
2023 Form 10-K
10.28 Pope Resources 2005 Unit Incentive Plan*
Incorporated by reference to Exhibit 4.3
to the Registrant’s May 8, 2020
Registration Statement on Form S-8
10.29 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
10.30 Amendment Number One Rayonier Investment and Savings
Plan for Salaried Employees effective as of July 1, 2024,
executed June 13, 2024*
Incorporated by reference to Exhibit
10.1 to the Registrant’s September 30,
2024 Form 10-Q
10.31 Amendment Number Two Rayonier Investment and Savings
Plan for Salaried Employees effective as of January 15, 2025,
executed January 14, 2025*
Filed herewith
10.32 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
10.33 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
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
Form 10-Q
10.34 Annex A to Second Amendment to Credit Agreement
Incorporated by reference to Exhibit
10.5 to the Registrant’s March 31, 2020
Form 10-Q
Exhibit No.
Description
Location
10.35 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
Incorporated by reference to Exhibit
10.1 to the Registrant’s May 2, 2016
Form 8-K
10.36 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
Incorporated by reference to Exhibit
10.7 to the Registrant’s March 31, 2020
Form 10-Q
10.37 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
10.1 to the Registrant's June 1, 2021
Form 8-K
10.38 2016 Guarantee Agreement dated as of April 28, 2016 among
Rayonier Inc., Rayonier TRS Holdings Inc. and COBANK,
ACB, as Administrative Agent
Incorporated by reference to Exhibit
10.2 to the Registrant’s May 2, 2016
Form 8-K
10.39 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
19.1 Rayonier Corporate Policy Manual, Trading in Rayonier
Securities, effective July 1, 2012, revised July 14, 2023
Filed herewith
19.2 Rayonier Inc. Supplemental Insider Trading Policy, effective
as of July 14, 2023
Filed herewith
21.1 List of subsidiaries of Rayonier Inc.
Filed herewith
21.2 List of subsidiaries of Rayonier, L.P.
Filed herewith
22.1 List of Guarantor Subsidiaries
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
Filed herewith
23.2 Rayonier, L.P. - Consent of Ernst & Young LLP
Filed herewith
24 Powers of attorney
Filed herewith
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
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
31.3 Rayonier, L.P. - 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
Exhibit No.
Description
Location
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
97.1 Rayonier Clawback Policy in the Event of a Financial
Restatement, dated July 20, 2023*
Incorporated by reference to Exhibit
97.1 to the Registrant’s December 31,
2023 Form 10-K
97.2 Rayonier Clawback Policy in the Event of Detrimental
Conduct*
Incorporated by reference to Exhibit
97.2 to the Registrant’s December 31,
2023 Form 10-K
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, 2024, formatted in Inline Extensible
Business Reporting Language (“iXBRL”), includes: (i) the
Consolidated Statements of Income and Comprehensive
Income (Loss) for the Years Ended December 31, 2024, 2023
and 2022 of Rayonier Inc.; (ii) the Consolidated Balance
Sheets as of December 31, 2024 and 2023 of Rayonier Inc.;
(iii) the Consolidated Statements of Shareholders’ Equity for
the Years Ended December 31, 2024, 2023 and 2022 of
Rayonier Inc.; (iv) the Consolidated Statements of Cash
Flows for the Years Ended December 31, 2024, 2023 and
2022 of Rayonier Inc.; (v) the Consolidated Statements of
Income and Comprehensive Income (Loss) for the Years
Ended December 31, 2024, 2023 and 2022 of Rayonier, L.P.;
(vi) the Consolidated Balance Sheets as of December 31,
2024 and 2023 of Rayonier, L.P.; (vii) the Consolidated
Statements of Changes in Capital for the Years Ended
December 31, 2024, 2023 and 2022 of Rayonier, L.P.; (viii)
the Consolidated Statements of Cash Flows for the Years
Ended December 31, 2024, 2023 and 2022 of Rayonier, L.P.;
and (ix) the Notes to the Consolidated Financial Statements
of Rayonier Inc. and Rayonier, L.P.
Filed herewith
104 The cover page from the Company’s Annual Report on Form
10-K from the fiscal year ended December 31, 2024,
formatted in Inline XBRL (included as Exhibit 101)
Filed herewith
Exhibit No.
Description
Location
* 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 SEC
upon its request.
SIGNATURES
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.
RAYONIER INC.
By: /s/ APRIL TICE
April Tice
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial and Accounting Officer)
RAYONIER, L.P.
By: /s/ APRIL TICE
April Tice
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial and Accounting Officer)
February 21, 2025
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/ MARK MCHUGH
President and Chief Executive Officer
February 21, 2025
Mark McHugh
(Principal Executive Officer)
/s/ APRIL TICE
Senior Vice President and Chief Financial Officer
February 21, 2025
April Tice
(Principal Financial and Accounting Officer)
*
Chairman of the Board
Scott R. Jones
*
Director
Keith E. Bass
*
Director
Ann C. Nelson
*
Director
V. Larkin Martin
*
Director
Meridee A. Moore
*
Director
Matthew J. Rivers
*
Director
Andrew G. Wiltshire
*
Director
Gregg A. Gonsalves
*By: /s/ MARK R. BRIDWELL
February 21, 2025
Mark R. Bridwell
Attorney-In-Fact
138
SUBSIDIARIES OF RAYONIER INC.
As of December 31, 2024
Name of Subsidiary
State/Country of
Incorporation/
Organization
Matariki Forests
New Zealand
Matariki Forestry Group
New Zealand
Pope Resources, L.P.
Delaware
Rayonier Forest Resources, L.P.
Delaware
Rayonier, L.P.
Delaware
Rayonier Operating Company Holding LLC
Delaware
Rayonier Operating Company, LLC
Delaware
Rayonier TRS Forest Operations, LLC
Delaware
Rayonier TRS Holdings Inc.
Delaware
Raydient LLC
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, 2024 under Rule 1–02(w) of Regulation
S–X.
Exhibit 21.1
SUBSIDIARIES OF RAYONIER, L.P.
As of December 31, 2024
Name of Subsidiary
State/Country of
Incorporation/
Organization
Matariki Forests
New Zealand
Matariki Forestry Group
New Zealand
Pope Resources, L.P.
Delaware
Rayonier Forest Resources, L.P.
Delaware
Rayonier Operating Company, LLC
Delaware
Rayonier TRS Forest Operations, LLC
Delaware
Rayonier TRS Holdings Inc.
Delaware
Raydient LLC
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, 2024 under Rule 1–02(w) of Regulation
S–X.
Exhibit 21.2
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,
6) Registration Statement (Form S-8 No. 333–238097) pertaining to the Pope Resources 2005 Unit
Incentive Plan, and
7) Registration Statement (Form S-8 No. 333–272044) pertaining to the 2023 Rayonier Incentive Stock
Plan;
of our reports dated February 21, 2025, 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, 2024.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 21, 2025
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,
6) Registration Statement (Form S-8 No. 333–238097) pertaining to the Pope Resources 2005 Unit
Incentive Plan, and
7) Registration Statement (Form S-8 No. 333–272044) pertaining to the 2023 Rayonier Incentive Stock
Plan;
of our report dated February 21, 2025, 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, 2024.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 21, 2025
Exhibit 23.2
CERTIFICATION
I, Mark McHugh, certify that:
1.
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
2.
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;
3.
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;
4.
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.
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;
b.
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;
c.
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
d.
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.
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
b.
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 21, 2025
/S/ MARK MCHUGH
Mark McHugh
President and Chief Executive Officer, Rayonier Inc.
Exhibit 31.1
CERTIFICATION
I, April Tice, certify that:
1.
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
2.
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;
3.
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;
4.
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.
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;
b.
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;
c.
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
d.
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.
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
b.
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 21, 2025
/s/ APRIL TICE
April Tice
Senior Vice President and Chief Financial Officer, Rayonier Inc.
Exhibit 31.2
CERTIFICATION
I, Mark McHugh, certify that:
1.
I have reviewed this annual report on Form 10-K of Rayonier L.P.;
2.
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;
3.
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;
4.
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.
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;
b.
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;
c.
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
d.
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.
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
b.
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 21, 2025
/S/ MARK MCHUGH
Mark McHugh
President and Chief Executive Officer of Rayonier Inc., General Partner
Exhibit 31.3
CERTIFICATION
I, April Tice, certify that:
1.
I have reviewed this annual report on Form 10-K of Rayonier L.P.;
2.
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;
3.
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;
4.
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.
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;
b.
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;
c.
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
d.
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.
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
b.
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 21, 2025
/s/ APRIL TICE
April Tice
Senior Vice President and Chief Financial Officer
of Rayonier Inc., General Partner
Exhibit 31.4
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.
The Annual Report on Form 10-K of Rayonier Inc. (the “Company”) for the period ended December 31, 2024
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
2.
The information in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 21, 2025
/s/ MARK MCHUGH
/s/ APRIL TICE
Mark McHugh
April Tice
President and Chief Executive Officer, Rayonier Inc.
Senior Vice 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 32.1
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.
The Annual Report on Form 10-K of Rayonier, L.P. (the “Rayonier Operating Partnership”) for the period
ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
2.
The information in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 21, 2025
/s/ MARK MCHUGH
/s/ APRIL TICE
Mark McHugh
April Tice
President and Chief Executive Officer of Rayonier Inc.,
General Partner
Senior Vice President and Chief Financial Officer of
Rayonier Inc., General Partner
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
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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 & 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
Corporate Information
Board of Directors
W. Rhett Rogers
Senior Vice President,
Portfolio Management
Rayonier Inc. 2024
BOARD COMMITTEES: [A] Audit [C] Compensation and Management Development [N] Nominating and Corporate Governance
Mark D. McHugh
President and 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]
Chairman of the Board;
Retired President,
Forest Capital Partners
Meridee A. Moore [A, N]
Senior Managing
Member and Chief
Investment Officer,
Watershed Asset
Management, LLC
Ann C. Nelson [A, C]
Retired Lead Audit
Partner, KPMG LLP
Matthew J. Rivers [A, N]
Retired Forestry Advisor,
Drax Group
Andrew G. Wiltshire [A, N]
Principal in the management and
governance of a private orchard,
farming, and forestry company
located in New Zealand
Shelby L. Pyatt
Senior Vice President,
Human Resources and
Information Technology
April J. Tice
Senior Vice President and
Chief Financial Officer
Mark D. McHugh
President and Chief
Executive 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
Executive Officers
V. Larkin Martin [C, N]
Managing Partner,
Martin Farm;
Vice President,
The Albemarle Corporation
Certified Sourcing
www.sfiprogram.org
SFI-01925
Rayonier Inc.
1 Rayonier Way
Wildlight, Florida 32097