RYN 10-Q Quarterly Report March 31, 2025

RAYONIER INC

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ryn-20250331

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			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 Securities Exchange Act of 1934:


Title of each class	Trading Symbol	Exchange
Common Shares, no par value, of Rayonier Inc.	RYN	New York Stock Exchange

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 and post 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Rayonier Inc. Yes ☐ No ☒ Rayonier, L.P. Yes ☐ No ☒

As of April 25, 2025, Rayonier Inc. had 155,777,128 Common Shares outstanding. As of April 25, 2025, Rayonier, L.P. had 2,086,450 Units outstanding.

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2025 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 March 31, 2025, the Company owned a 98.7% interest in the Operating Partnership, with the remaining 1.3% interest owned by limited partners of the Operating Partnership. As the sole general partner of the Operatin g 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 quarterly reports of Rayonier Inc. and Rayonier, L.P. into this single report results in the following benefits:

• Strengthens investors’ understanding of Rayonier Inc. and the Operating Partnership by enabling them to view the business as a single operating unit in the same manner as management views and operates the business;

• Creates efficiencies for investors by reducing duplicative disclosures and providing a single comprehensive document; and

• Generates time and cost savings associated with the preparation of the reports when compared to preparing separate reports for each entity.

There are a few important differences between Rayonier Inc. and the Operating Partnership in the context of how Rayonier Inc. operates as a consolidated company. The Company itself does not conduct business, other than through acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments from time to time. The Operating Partnership holds, directly or indirectly, substantially all of the Company’s assets. Likewise, all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the Operating Partnership. The Operating Partnership conducts substantially all of the Company’s business and is structured as a partnership with no publicly traded equity.

To help investors understand the significant differences between the Company and the Operating Partnership, this report includes:

• Separate Consolidated Financial Statements for Rayonier Inc. and Rayonier, L.P.;

• A combined set of Notes to the Consolidated Financial Statements with separate discussions of per share and per unit information, noncontrolling interests and shareholders’ equity and partners’ capital, as applicable;

• A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations which includes specific information related to each reporting entity;

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• A separate Part I, Item 4. Controls and Procedures related to each reporting entity;

• A separate Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; and

• Separate Exhibit 31 and 32 certifications for each reporting entity within Part II, Item 6.

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						TABLE OF CONTENTS


Item		Page
	PART I - FINANCIAL INFORMATION
1.	Financial Statements (unaudited)	1
	Rayonier Inc.:
	Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024	1
	Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	2
	Consolidated Statements of Changes in Shareholders’ Equity for the Quarter s Ended March 31, 2025 and 2024	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	5
	Rayonier, L.P.:
	Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024	7
	Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	8
	Consolidated Statements of Changes in Capital for the Quarters Ended March 31, 2025 and 2024	9
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	10
	Notes to Consolidated Financial Statements	12
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
3.	Quantitative and Qualitative Disclosures about Market Risk	57
4.	Controls and Procedures	58
	PART II - OTHER INFORMATION
1.	Legal Proceedings	58

2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
5.	Other Information	60
6.	Exhibits	61
	Signatures	62

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RAYONIER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Dollars in thousands, except per share amounts)


	Three Months Ended March 31,
		2025	2024
SALES ( NOTE 4 )		$ 82,922	$ 113,704
Costs and Expenses
Cost of sales		( 64,952 )	( 86,123 )
Selling and general expenses		( 16,692 )	( 18,980 )
Other operating (expense) income, net ( Note 15 )		( 1,219 )	31
		( 82,863 )	( 105,072 )
OPERATING INCOME		59	8,632
Interest expense, net		( 6,394 )	( 8,948 )
Interest income		2,876	1,895
Other miscellaneous expense, net		( 1,842 )	( 7,080 )
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		( 5,301 )	( 5,501 )
Income tax (expense) benefit ( Note 16 )		( 291 )	991
LOSS FROM CONTINUING OPERATIONS		( 5,592 )	( 4,510 )
DISCONTINUED OPERATIONS, NET ( NOTE 2 )
Income from discontinued operations, net of tax		2,507	6,816
NET (LOSS) INCOME		( 3,085 )	2,306
Less: Net loss (income) attributable to noncontrolling interests in the Operating Partnership		46	( 20 )
Less: Net income attributable to noncontrolling interests in consolidated affiliates		( 385 )	( 929 )
NET (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC.		( 3,424 )	1,357
OTHER COMPREHENSIVE (LOSS) INCOME, RELATING TO CONTINUING OPERATIONS

Cash flow hedges, net of income tax effect of $ 0 and $ 0		( 8,758 )	7,763
Pension and postretirement benefit plans, net of income tax effect of $ 0 and $ 1,222		( 2 )	9,562
OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO DISCONTINUED OPERATIONS
Foreign currency translation adjustment, net of income tax effect of $ 0 and $ 0		3,633	( 16,951 )
Cash flow hedges, net of income tax effect of $ 665 and $ 1,866		1,711	( 4,797 )

Total other comprehensive loss		( 3,416 )	( 4,423 )
COMPREHENSIVE LOSS		( 6,501 )	( 2,117 )
Less: Comprehensive loss attributable to noncontrolling interests in the Operating Partnership		98	17
Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates		( 897 )	947
COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER INC.		($ 7,300 )	($ 1,153 )
(LOSS) EARNINGS PER COMMON SHARE ( NOTE 6 )
BASIC (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.
Continuing Operations		($ 0.04 )	($ 0.03 )
Discontinued Operations		$ 0.01	$ 0.04
Net Income		($ 0.02 )	$ 0.01
DILUTED (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.
Continuing Operations		($ 0.04 )	($ 0.03 )
Discontinued Operations		$ 0.01	$ 0.04
Net Income		($ 0.02 )	$ 0.01

See Notes to Consolidated Financial Statements.

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RAYONIER INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)


	March 31, 2025	December 31, 2024
ASSETS
CURRENT ASSETS



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


Restricted cash, current ( Note 18 )	—	19,366
Trade receivables, less allowance for doubtful accounts of $ 217 and $ 401	10,414	8,006
Other receivables	6,790	13,267
Inventory ( Note 14 )	33,310	30,879

Prepaid expenses	9,869	9,566
Assets held for sale (excluding discontinued operations) ( Note 19 )	7,356	5,371
Other current assets	54	53
Current assets of discontinued operations ( Note 2 )	483,353	47,320
Total current assets	767,388	436,893
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	2,367,109	2,384,345
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS ( NOTE 13 )	112,868	109,610
PROPERTY, PLANT AND EQUIPMENT
Land	5,581	5,581
Buildings	24,493	24,493
Machinery and equipment	4,876	4,876
Construction in progress	1,548	779
Total property, plant and equipment, gross	36,498	35,729
Less — accumulated depreciation	( 18,764 )	( 18,297 )
Total property, plant and equipment, net	17,734	17,432
RESTRICTED CASH, NON-CURRENT ( NOTE 18 )	677	676
RIGHT-OF-USE ASSETS	18,042	18,588
OTHER ASSETS	67,535	78,276
NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )	—	428,599
TOTAL ASSETS	$ 3,351,353	$ 3,474,419
LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$ 11,399	$ 16,914



Accrued taxes	3,490	1,840

Accrued payroll and benefits	6,417	15,317
Accrued interest	7,671	5,228

Dividend and distribution payable	—	271,815
Deferred revenue	17,732	20,902

Other current liabilities	8,114	9,359
Current liabilities of discontinued operations ( Note 2 )	227,991	47,335
Total current liabilities	282,814	388,710
LONG-TERM DEBT, NET ( NOTE 7 )	1,044,635	1,044,410


LONG-TERM LEASE LIABILITY	15,318	16,260
LONG-TERM DEFERRED REVENUE	12,354	10,697
OTHER NON-CURRENT LIABILITIES	12,767	11,125
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )	—	170,841
CONTINGENCIES ( NOTE 10 )
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP ( NOTE 5 )	58,170	51,843
SHAREHOLDERS’ EQUITY
Common Shares, 480,000,000 shares authorized, 156,007,772 and 148,536,643 shares issued and outstanding	1,725,212	1,522,487
Retained earnings	204,180	257,254
Accumulated other comprehensive loss ( Note 17 )	( 14,304 )	( 10,429 )
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY	1,915,088	1,769,312
Noncontrolling interests in consolidated affiliates ( Note 5 )	10,207	11,221
TOTAL SHAREHOLDERS’ EQUITY	1,925,295	1,780,533
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY	$ 3,351,353	$ 3,474,419

See Notes to Consolidated Financial Statements.

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RAYONIER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except share data)


	Common Shares		Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interests in Consolidated Affiliates	Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2025	148,536,643	$ 1,522,487	$ 257,254	($ 10,429 )	$ 11,221	$ 1,780,533
Net (loss) income	—	—	( 3,470 )	—	385	( 3,085 )
Net loss attributable to noncontrolling interests in the Operating Partnership	—	—	46	—	—	46
Dividends ($ 0.2725 per share) (a)	—	—	( 42,686 )	—	—	( 42,686 )

Issuance of common shares from special dividend (b)	7,560,983	200,454	—	—	—	200,454
Issuance of shares under incentive stock plans	5,566	—	—	—	—	—
Stock-based incentive compensation	—	2,281	—	—	—	2,281
Repurchase of common shares to pay withholding taxes on vested incentive stock awards	( 1,420 )	( 38 )	—	—	—	( 38 )
Repurchase of common shares made under repurchase program	( 95,000 )	—	( 2,623 )	—	—	( 2,623 )

Adjustment of noncontrolling interests in the Operating Partnership	—	—	( 4,341 )	—	—	( 4,341 )
Conversion of units into common shares	1,000	28	—	—	—	28
Pension and postretirement benefit plans	—	—	—	( 2 )	—	( 2 )
Foreign currency translation adjustment	—	—	—	3,515	118	3,633
Cash flow hedges	—	—	—	( 7,441 )	394	( 7,047 )
Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership	—	—	—	53	—	53
Distributions to noncontrolling interests in consolidated affiliates	—	—	—	—	( 1,911 )	( 1,911 )
Balance, March 31, 2025	156,007,772	$ 1,725,212	$ 204,180	($ 14,304 )	$ 10,207	$ 1,925,295

(a) For information regarding distributions to noncontrolling interests in the Operating Partnership, see the Rayonier Inc. Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests .

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

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RAYONIER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(Unaudited)

(Dollars in thousands, except share data)


	Common Shares		Retained Earnings	Accumulated Other Comprehensive Income	Noncontrolling Interests in Consolidated Affiliates	Shareholders’ Equity
	Shares	Amount
Balance, January 1, 2024	148,299,117	$ 1,497,641	$ 338,244	$ 24,651	$ 17,066	$ 1,877,602

Net income	—	—	1,377	—	929	2,306
Net income attributable to noncontrolling interests in the Operating Partnership	—	—	( 20 )	—	—	( 20 )
Dividends ($ 0.285 per share) (a)	—	—	( 42,777 )	—	—	( 42,777 )

Issuance of shares under incentive stock plans	752	—	—	—	—	—
Stock-based incentive compensation	—	3,218	—	—	—	3,218
Repurchase of common shares to pay withholding taxes on vested incentive stock awards	( 924 )	( 31 )	—	—	—	( 31 )

Adjustment of noncontrolling interests in the Operating Partnership	—	—	( 291 )	—	—	( 291 )
Conversion of units into common shares	350,376	11,511	—	—	—	11,511
Pension and postretirement benefit plans	—	—	—	9,562	—	9,562
Foreign currency translation adjustment	—	—	—	( 16,178 )	( 773 )	( 16,951 )
Cash flow hedges	—	—	—	4,070	( 1,104 )	2,966

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership	—	—	—	265	—	265
Distributions to noncontrolling interests in consolidated affiliates	—	—	—	—	( 1,713 )	( 1,713 )
Balance, March 31, 2024	148,649,321	$ 1,512,339	$ 296,533	$ 22,370	$ 14,405	$ 1,845,647

See Notes to Consolidated Financial Statements.

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RAYONIER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Three Months Ended March 31,
	2025	2024
OPERATING ACTIVITIES
Net (loss) income	($ 3,085 )	$ 2,306
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation, depletion and amortization from continuing operations	23,493	33,063
Depreciation, depletion and amortization from discontinued operations	4,334	4,020
Non-cash cost of land and improved development	2,399	2,953

Stock-based incentive compensation expense	2,281	3,218
Deferred income taxes	( 1,048 )	( 1,004 )
Pension settlement charge	—	5,673






Other	8,754	1,899
Changes in operating assets and liabilities:
Receivables	( 687 )	( 7,493 )
Inventories	( 1,506 )	565
Accounts payable	1,131	8,537

All other operating activities	( 8,367 )	( 1,439 )
CASH PROVIDED BY OPERATING ACTIVITIES	27,699	52,298
INVESTING ACTIVITIES
Capital expenditures from continuing operations	( 12,023 )	( 15,260 )

Capital expenditures from discontinued operations	( 2,654 )	( 3,608 )
Real estate development investments	( 4,087 )	( 5,483 )








Other	( 2,674 )	302
CASH USED FOR INVESTING ACTIVITIES	( 21,438 )	( 24,049 )
FINANCING ACTIVITIES


Dividends paid on common shares (a)	( 110,442 )	( 72,258 )
Distributions to noncontrolling interests in the Operating Partnership (b)	( 1,463 )	( 1,085 )





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


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


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


CASH USED FOR FINANCING ACTIVITIES	( 116,477 )	( 75,087 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH	28	( 956 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash	( 110,188 )	( 47,794 )

Balance from continuing operations, beginning of year	323,107	180,362
Balance from discontinued operations, beginning of year	20,093	28,012
Total Balance, beginning of year	$ 343,200	$ 208,374

Balance from continuing operations, end of period	216,919	142,784
Balance from discontinued operations, end of period	16,093	17,796
Total Balance, end of period	$ 233,012	$ 160,580

(a) The three months ended March 31, 2025 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares. The cash portion of $ 67.8 million was paid on January 30, 2025 to shareholders of record on December 12, 2024. The three months ended March 31, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million. The additional dividend was paid on January 12, 2024, to shareholders of record on December 29, 2023.

(b) The three months ended March 31, 2025 includes an additional distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units. The cash portion of $ 0.9 million was paid on January 30, 2025, to holders of record on December 12, 2024. The three months ended March 31, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million. The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.

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	Three Months Ended March 31,
	2025	2024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash (received) paid during the period:
Interest (a)	($ 1,882 )	$ 800
Income taxes (b)	3,117	1,845
Non-cash investing and financing activity:
Capital assets purchased on account	3,798	7,330
Issuance of common shares from special dividend	200,454	—
Issuance of Redeemable Operating Partnership Units from special distribution	2,681	—

(a) Interest (received) paid includes patronage paymen ts receive d of $ 7.7 million a n d $ 8.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively. For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K. Interest (received) paid for the three months ended March 31, 2025 and March 31, 2024 includes $ 0.7 million and $ 0.8 million, respectively, from discontinued operations.

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

See Notes to Consolidated Financial Statements.

Table of Contents

RAYONIER, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Dollars in thousands, except per unit amounts)


	Three Months Ended March 31,
		2025	2024
SALES ( NOTE 4 )		$ 82,922	$ 113,704
Costs and Expenses
Cost of sales		( 64,952 )	( 86,123 )
Selling and general expenses		( 16,692 )	( 18,980 )
Other operating (expense) income, net ( Note 15 )		( 1,219 )	31
		( 82,863 )	( 105,072 )
OPERATING INCOME		59	8,632
Interest expense, net		( 6,394 )	( 8,948 )
Interest income		2,876	1,895
Other miscellaneous expense, net		( 1,842 )	( 7,080 )
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		( 5,301 )	( 5,501 )
Income tax (expense) benefit ( Note 16 )		( 291 )	991
LOSS FROM CONTINUING OPERATIONS		( 5,592 )	( 4,510 )
DISCONTINUED OPERATIONS, NET ( NOTE 2 )
Income from discontinued operations, net of tax		2,507	6,816
NET (LOSS) INCOME		( 3,085 )	2,306
Less: Net income attributable to noncontrolling interests in consolidated affiliates		( 385 )	( 929 )
NET (LOSS) INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS		( 3,470 )	1,377
NET (LOSS) INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
Limited Partners		( 3,435 )	1,363
General Partners		( 35 )	14
Net (loss) income attributable to unitholders		( 3,470 )	1,377
OTHER COMPREHENSIVE (LOSS) INCOME, RELATING TO CONTINUING OPERATIONS

Cash flow hedges, net of income tax effect of $ 0 and $ 0		( 8,758 )	7,763
Pension and postretirement benefit plans, net of income tax effect of $ 0 and $ 1,222		( 2 )	9,562
OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO DISCONTINUED OPERATIONS
Foreign currency translation adjustment, net of income tax effect of $ 0 and $ 0		3,633	( 16,951 )
Cash flow hedges, net of income tax effect of $ 665 and $ 1,866		1,711	( 4,797 )

Total other comprehensive loss		( 3,416 )	( 4,423 )
COMPREHENSIVE LOSS		( 6,501 )	( 2,117 )
Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates		( 897 )	947
COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS		($ 7,398 )	($ 1,170 )
(LOSS) EARNINGS PER UNIT ( NOTE 6 )
BASIC (LOSS) EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.
Continuing Operations		($ 0.04 )	($ 0.03 )
Discontinued Operations		$ 0.01	$ 0.04
Net Income		($ 0.02 )	$ 0.01
DILUTED (LOSS) EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.
Continuing Operations		($ 0.04 )	($ 0.03 )
Discontinued Operations		$ 0.01	$ 0.04
Net Income		($ 0.02 )	$ 0.01

See Notes to Consolidated Financial Statements.

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RAYONIER, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)


	March 31, 2025	December 31, 2024
ASSETS
CURRENT ASSETS



Cash and cash equivalents	$ 216,242	$ 303,065
Restricted cash, current ( Note 18 )	—	19,366

Trade receivables, less allowance for doubtful accounts of $ 217 and $ 401	10,414	8,006
Other receivables	6,790	13,267
Inventory ( Note 14 )	33,310	30,879

Prepaid expenses	9,869	9,566
Assets held for sale (excluding discontinued operations) ( Note 19 )	7,356	5,371
Other current assets	54	53
Current assets of discontinued operations ( Note 2 )	483,353	47,320
Total current assets	767,388	436,893
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	2,367,109	2,384,345
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS ( NOTE 13 )	112,868	109,610
PROPERTY, PLANT AND EQUIPMENT
Land	5,581	5,581
Buildings	24,493	24,493
Machinery and equipment	4,876	4,876
Construction in progress	1,548	779
Total property, plant and equipment, gross	36,498	35,729
Less — accumulated depreciation	( 18,764 )	( 18,297 )
Total property, plant and equipment, net	17,734	17,432
RESTRICTED CASH, NON-CURRENT ( NOTE 18 )	677	676
RIGHT-OF-USE ASSETS	18,042	18,588
OTHER ASSETS	67,535	78,276
NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )	—	428,599
TOTAL ASSETS	$ 3,351,353	$ 3,474,419
LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL
CURRENT LIABILITIES
Accounts payable	$ 11,399	$ 16,914



Accrued taxes	3,490	1,840

Accrued payroll and benefits	6,417	15,317
Accrued interest	7,671	5,228

Distribution payable	—	271,815
Deferred revenue	17,732	20,902

Other current liabilities	8,114	9,359
Current liabilities of discontinued operations ( Note 2 )	227,991	47,335
Total current liabilities	282,814	388,710
LONG-TERM DEBT, NET ( NOTE 7 )	1,044,635	1,044,410


LONG-TERM LEASE LIABILITY	15,318	16,260
LONG-TERM DEFERRED REVENUE	12,354	10,697
OTHER NON-CURRENT LIABILITIES	12,767	11,125

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )	—	170,841
CONTINGENCIES ( NOTE 10 )
REDEEMABLE OPERATING PARTNERSHIP UNITS ( NOTE 5 ) 2,086,450 and 1,986,319 Units outstanding, respectively	58,170	51,843
CAPITAL
General partners’ capital	19,269	17,772
Limited partners’ capital	1,907,612	1,759,405
Accumulated other comprehensive loss ( Note 17 )	( 11,793 )	( 7,865 )
TOTAL CONTROLLING INTEREST CAPITAL	1,915,088	1,769,312
Noncontrolling interests in consolidated affiliates ( Note 5 )	10,207	11,221
TOTAL CAPITAL	1,925,295	1,780,533
TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL	$ 3,351,353	$ 3,474,419

See Notes to Consolidated Financial Statements.

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RAYONIER, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Unaudited)

(Dollars in thousands, except share data)


	Units			Accumulated Other Comprehensive Loss	Noncontrolling Interests in Consolidated Affiliates	Total Capital
		General Partners’ Capital	Limited Partners’ Capital
Balance, January 1, 2025		$ 17,772	$ 1,759,405	($ 7,865 )	$ 11,221	$ 1,780,533
Net (loss) income		( 35 )	( 3,435 )	—	385	( 3,085 )
Distributions on units ($ 0.2725 per unit)		( 432 )	( 42,822 )	—	—	( 43,254 )


Issuance of units from special distribution (a)		2,031	201,104	—	—	203,135
Stock-based incentive compensation		23	2,258	—	—	2,281
Repurchase of units to pay withholding taxes on vested incentive stock awards		( 1 )	( 37 )	—	—	( 38 )
Repurchase of units made under repurchase program		( 26 )	( 2,597 )	—	—	( 2,623 )
Adjustment of Redeemable Operating Partnership Units		( 63 )	( 6,292 )	—	—	( 6,355 )
Conversion of units into common shares		—	28	—	—	28

Pension and postretirement benefit plans		—	—	( 2 )	—	( 2 )
Foreign currency translation adjustment		—	—	3,515	118	3,633
Cash flow hedges		—	—	( 7,441 )	394	( 7,047 )
Distributions to noncontrolling interests in consolidated affiliates		—	—	—	( 1,911 )	( 1,911 )
Balance, March 31, 2025		$ 19,269	$ 1,907,612	($ 11,793 )	$ 10,207	$ 1,925,295

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


	Units		Accumulated Other Comprehensive Income	Noncontrolling Interests in Consolidated Affiliates	Total Capital
	General Partners’ Capital	Limited Partners’ Capital
Balance, January 1, 2024	$ 18,325	$ 1,814,193	$ 28,018	$ 17,066	$ 1,877,602
Net income	14	1,363	—	929	2,306
Distributions on units ($ 0.285 per unit)	( 434 )	( 42,940 )	—	—	( 43,374 )


Stock-based incentive compensation	32	3,186	—	—	3,218
Repurchase of units to pay withholding taxes on vested incentive stock awards	( 1 )	( 30 )	—	—	( 31 )
Adjustment of Redeemable Operating Partnership Units	6	545	—	—	551
Conversion of units into common shares	115	11,396	—	—	11,511

Pension and postretirement benefit plans	—	—	9,562	—	9,562
Foreign currency translation adjustment	—	—	( 16,178 )	( 773 )	( 16,951 )
Cash flow hedges	—	—	4,070	( 1,104 )	2,966
Distributions to noncontrolling interests in consolidated affiliates	—	—	—	( 1,713 )	( 1,713 )
Balance, March 31, 2024	$ 18,057	$ 1,787,713	$ 25,472	$ 14,405	$ 1,845,647

See Notes to Consolidated Financial Statements.

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RAYONIER, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Three Months Ended March 31,
	2025	2024
OPERATING ACTIVITIES
Net (loss) income	($ 3,085 )	$ 2,306
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation, depletion and amortization from continuing operations	23,493	33,063
Depreciation, depletion and amortization from discontinued operations	4,334	4,020
Non-cash cost of land and improved development	2,399	2,953
Stock-based incentive compensation expense	2,281	3,218
Deferred income taxes	( 1,048 )	( 1,004 )
Pension settlement charge	—	5,673







Other	8,754	1,899
Changes in operating assets and liabilities:
Receivables	( 687 )	( 7,493 )
Inventories	( 1,506 )	565
Accounts payable	1,131	8,537

All other operating activities	( 8,367 )	( 1,439 )
CASH PROVIDED BY OPERATING ACTIVITIES	27,699	52,298
INVESTING ACTIVITIES
Capital expenditures from continuing operations	( 12,023 )	( 15,260 )

Capital expenditures from discontinued operations	( 2,654 )	( 3,608 )
Real estate development investments	( 4,087 )	( 5,483 )








Other	( 2,674 )	302
CASH USED FOR INVESTING ACTIVITIES	( 21,438 )	( 24,049 )
FINANCING ACTIVITIES


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




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


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


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


CASH USED FOR FINANCING ACTIVITIES	( 116,477 )	( 75,087 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH	28	( 956 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash	( 110,188 )	( 47,794 )

Balance from continuing operations, beginning of year	323,107	180,362
Balance from discontinued operations, beginning of year	20,093	28,012
Total Balance, beginning of year	$ 343,200	$ 208,374

Balance from continuing operations, end of period	216,919	142,784
Balance from discontinued operations, end of period	16,093	17,796
Total Balance, end of period	$ 233,012	$ 160,580

(a) The three months ended March 31, 2025 includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units. The cash portion of $ 68.7 million was paid on January 30, 2025, to holders of record on December 12, 2024. The three months ended March 31, 2024 includes an additional cash distribution of $ 0.20 per unit, totaling $ 30.2 million. The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.

Table of Contents


	Three Months Ended March 31,
	2025	2024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash (received) paid during the period:
Interest (a)	($ 1,882 )	$ 800
Income taxes (b)	3,117	1,845
Non-cash investing and financing activity:
Capital assets purchased on account	3,798	7,330
Issuance of units from special distribution	203,135	—

(a) Interest (received) paid includes patronage payments received of $ 7.7 million and $ 8.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively. For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K. Interest (received) paid for the three months ended March 31, 2025 and March 31, 2024 includes $ 0.7 million and $ 0.8 million, respectively, from discontinued operations.

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

See Notes to Consolidated Financial Statements.

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

1. BASIS OF PRESENTATION

The unaudited consolidated financial statements and notes thereto of Rayonier Inc. and its subsidiaries and Rayonier, L.P. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The Rayonier Inc. and Rayonier, L.P. year-end balance sheet information was derived from audited financial statements not included herein. In the opinion of management, these financial statements and notes reflect any adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC (the “2024 Form 10-K”).

As of March 31, 2025, the Company owned a 98.7 % interest in the Operating Partnership, with the remaining 1.3 % interest owned by limited partners of the Operating Partnership. As the sole general partner of the Operating Partnership, Rayonier Inc. has exclusive control of the day-to-day management of the Operating Partnership.

SUMMARY OF UPDATES TO SIGNIFICANT ACCOUNTING POLICIES

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

RECLASSIFICATIONS

Certain 2024 amounts have been reclassified to align with the current presentation, including reclassifications for discontinued operations. In March 2025, we entered into a purchase and sale agreement to divest our entire 77 % interest in our New Zealand operations. Accordingly, New Zealand’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income for all periods presented.

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

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

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

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

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures about certain costs and expenses within the notes to the financial statements. Subsequently in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the adoption timeline . ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The guidance allows for either prospective or retrospective application. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances annual income tax disclosures, primarily affecting the rate reconciliation and income taxes paid reconciliation. The pronouncement is effective for annual periods beginning after December 15, 2024, and requires prospective application, although early adoption and retrospective application are permitted. We do not anticipate this disclosure-only ASU will impact our consolidated financial statements.

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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

SUBSEQUENT EVENTS

During April, the Company repurchased another 404,041 shares at an average price of $ 24.75 per share, or $ 10.0 million in total. As of April 30, the Company had $ 287.4 million remaining on its current share repurchase authorization.

2. DISCONTINUED OPERATIONS

On March 9, 2025, Rayonier entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which Rayonier has agreed to sell its entire 77 % interest in its New Zealand operations for $ 710 million, subject to net debt, working capital, and other adjustments. The transaction is expected to close in 2025, subject to the receipt of regulatory approvals and the satisfaction of other closing conditions.

We will not have a continuing involvement in the operations of New Zealand following the close of the sale. Accordingly, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, Trading and Corporate segments are classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

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


	Three Months Ended March 31,
	2025	2024
Sales	$ 56,760	$ 54,392
Costs and Expenses
Cost of sales	( 50,589 )	( 47,057 )

Other operating (expense) income, net (a)	( 1,622 )	243
	( 52,211 )	( 46,814 )
Operating income from discontinued operations	4,549	7,578
Interest expense, net	( 728 )	( 796 )
Interest income	98	193
Income from discontinued operations before income taxes	3,919	6,975
Income tax expense	( 1,412 )	( 159 )
Income from discontinued operations, net of tax	2,507	6,816
Less: Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership	( 28 )	( 85 )
Less: Net income from discontinued operations attributable to noncontrolling interests in consolidated affiliates	( 385 )	( 939 )
Net income from discontinued operations attributable to Rayonier Inc.	$ 2,094	$ 5,792

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

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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


	March 31, 2025	December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	16,093	$ 20,093
Trade receivables, less allowance for doubtful accounts of $ 0 and $ 0	18,634	18,935

Inventory	3,030	1,462
Prepaid expenses	6,107	6,206
Other current assets	205	624
Total current assets	44,069	47,320
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	342,899	339,724
PROPERTY, PLANT AND EQUIPMENT
Buildings	1,732	1,707
Machinery and equipment	173	171
Total property, plant and equipment, gross	1,905	1,878
Less — accumulated depreciation	( 980 )	( 935 )
Total property, plant and equipment, net	925	943
RIGHT-OF-USE ASSETS	71,128	64,082
OTHER ASSETS	24,332	23,850
TOTAL ASSETS	$ 483,353	$ 475,919

LIABILITIES
CURRENT LIABILITIES
Accounts payable	12,074	$ 9,145
Current maturities of long-term debt, net	19,722	19,442
Accrued taxes	649	2,399
Accrued payroll and benefits	1,215	793
Other current liabilities	15,668	15,556
Total current liabilities	49,328	47,335
LONG-TERM DEBT, NET	46,015	45,360
LONG-TERM LEASE LIABILITY	67,055	60,038
OTHER NON-CURRENT LIABILITIES	65,593	65,443
TOTAL LIABILITIES	$ 227,991	$ 218,176

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


	Three Months Ended March 31,
	2025	2024
Depreciation, depletion and amortization	$ 4,334	$ 4,020
Capital expenditures	2,654	3,608

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

3. SEGMENT AND GEOGRAPHICAL INFORMATION

As of March 31, 2025, Rayonier operated in four reportable segments: Southern Timber, Pacific Northwest Timber, Real Estate, and Trading. Prior to the first quarter of 2025, we operated in five reportable business segments, which included New Zealand Timber. On March 9, 2025, we entered into a purchase and sale agreement to sell our entire 77 % interest in the New Zealand joint venture and as a result, the New Zealand operations are shown as discontinued operations for all periods presented. See Note 2 — Discontinued Operations for additional information.

Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. Our chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates segment operating performance based on Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) to make decisions about allocating resources and assessing performance. Total assets by segment are not used by the CODM to assess the performance of or allocate resources to the segments, therefore total assets by segment are not disclosed.

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, income from discontinued operations, restructuring charges and Large Dispositions.

We believe that Operating income (loss), as defined by U.S. GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to Operating income (loss) as determined in accordance with U.S. GAAP. Operating income (loss) as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) is equal to segment income.

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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


Three Months Ended	Southern Timber	Pacific Northwest Timber	Real Estate	Trading	Corporate and Other	Total
March 31, 2025
Sales	$ 50,944	$ 21,404	$ 10,167	$ 407	—	$ 82,922
Costs and Expenses
Cut & haul costs	( 12,521 )	( 9,340 )	—	—	—	( 21,861 )
Port / freight costs	—	( 14 )	—	( 4 )	—	( 18 )
Depreciation, depletion and amortization	( 16,899 )	( 5,606 )	( 564 )	—	( 424 )	( 23,493 )
Non-cash cost of land and improved development	—	—	( 2,399 )	—	—	( 2,399 )
Other costs and expenses (a)	( 11,374 )	( 5,696 )	( 8,154 )	( 857 )	( 9,011 )	( 35,092 )
Operating income (loss)	$ 10,150	$ 748	($ 950 )	($ 454 )	($ 9,435 )	$ 59

Add: Restructuring charges (b)	—	—	—	—	1,110	1,110
Add: Depreciation, depletion and amortization	16,899	5,606	564	—	424	23,493
Add: Non-cash cost of land and improved development	—	—	2,399	—	—	2,399

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

Reconciliation of segment results to consolidated income before taxes
Interest, net and miscellaneous income						($ 3,518 )
Depreciation, depletion and amortization						( 23,493 )
Non-cash cost of land and improved development						( 2,399 )
Non-operating expense						( 1,842 )

Restructuring charges (b)						( 1,110 )

Loss from Continuing Operations Before Income Taxes						($ 5,301 )
Income tax expense						( 291 )
Loss from Continuing Operations						($ 5,592 )
Income from discontinued operations, net of tax						2,507
Net Loss						($ 3,085 )

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

(b) Restructuring charges include severance costs related to workforce optimization initiatives. Restructuring charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)


Three Months Ended	Southern Timber	Pacific Northwest Timber	Real Estate	Trading	Corporate and Other	Total
March 31, 2024
Sales	$ 69,978	$ 25,192	$ 15,564	$ 2,970	—	$ 113,704
Costs and Expenses
Cut & haul costs	( 13,398 )	( 10,837 )	—	—	—	( 24,235 )
Port / freight costs	( 1,216 )	( 1,239 )	—	( 1,327 )	—	( 3,782 )
Depreciation, depletion and amortization	( 21,796 )	( 9,075 )	( 1,749 )	—	( 443 )	( 33,063 )
Non-cash cost of land and improved development	—	—	( 2,953 )	—	—	( 2,953 )
Other costs and expenses (a)	( 10,563 )	( 8,401 )	( 10,990 )	( 1,639 )	( 9,446 )	( 41,039 )
Operating income (loss)	$ 23,005	($ 4,360 )	($ 128 )	$ 4	($ 9,889 )	$ 8,632
Add: Depreciation, depletion and amortization	21,796	9,075	1,749	—	443	33,063
Add: Non-cash cost of land and improved development	—	—	2,953	—	—	2,953

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

Reconciliation of segment results to consolidated income before taxes
Interest, net and miscellaneous income						($ 7,054 )
Depreciation, depletion and amortization						( 33,063 )
Non-cash cost of land and improved development						( 2,953 )
Non-operating expense						( 7,079 )

Loss from Continuing Operations Before Income Taxes						($ 5,501 )
Income tax benefit						991
Loss from Continuing Operations						($ 4,510 )
Income from discontinued operations, net of tax						6,816
Net Income						$ 2,306

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



	Three Months Ended March 31,
	2025	2024
Capital Expenditures
Southern Timber	$ 9,615	$ 11,003
Pacific Northwest Timber	2,366	4,119
Real Estate	42	79

Corporate and other	—	59
Total Capital Expenditures	$ 12,023	$ 15,260

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RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

4. REVENUE

PERFORMANCE OBLIGATIONS

We recognize revenue when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”). Unsatisfied performance obligations as of March 31, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue. Of these performance obligations, $ 17.7 million is expected to be recognized within the next twelve months , with the remaining $ 12.4 million expected to be recognized thereafter as we satisfy our performance obligations. We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component.

CONTRACT BALANCES

The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred revenue (contract liabilities) on the Consolidated Balance Sheets. Trade receivables are recorded when we have an unconditional right to consideration for completed performance under a contract. Contract liabilities relate to payments received in advance of performance under a contract. Contract liabilities are recognized as revenue as (or when) we perform under a contract.

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

March 31, 2025

December 31, 2024

Balance Sheet Location

Contract assets

Trade receivables, net

$ 10,414

$ 8,006

Trade receivables

Contract liabilities

Deferred revenue, current

17,732

20,902

Deferred revenue

Deferred revenue, non-current

12,354

10,697

Long-term deferred revenue

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


	Three Months Ended March 31,
		2025	2024
Revenue recognized from contract liability balance at the beginning of the year		$ 9,089	$ 10,235

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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


Three Months Ended	Southern Timber	Pacific Northwest Timber	Real Estate	Trading	Total
March 31, 2025
Pulpwood	$ 19,798	$ 1,265	—	—	$ 21,063
Sawtimber	20,565	19,106	—	407	40,078
Hardwood	1,529	—	—	—	1,529
Total Timber Sales	41,892	20,371	—	407	62,670
License Revenue, Primarily From Hunting	5,235	91	—	—	5,326
Land-Based Solutions (a)	2,755	30	—	—	2,785
Other Non-Timber Revenue	1,062	912	—	—	1,974


Total Non-Timber Sales	9,052	1,033	—	—	10,085
Improved Development	—	—	3,294	—	3,294

Rural	—	—	5,274	—	5,274


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

Total Real Estate Sales	—	—	9,858	—	9,858

Revenue from Contracts with Customers	50,944	21,404	9,858	407	82,613
Lease Revenue	—	—	309	—	309

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

Three Months Ended	Southern Timber	Pacific Northwest Timber	Real Estate	Trading	Total
March 31, 2024
Pulpwood	$ 25,931	$ 1,551	—	—	$ 27,482
Sawtimber	33,740	22,677	—	2,970	59,387
Hardwood	1,195	—	—	—	1,195
Total Timber Sales	60,866	24,228	—	2,970	88,064
License Revenue, Primarily from Hunting	5,275	95	—	—	5,370
Land-Based Solutions (a)	1,710	—	—	—	1,710
Other Non-Timber Revenue	2,127	869	—	—	2,996


Total Non-Timber Sales	9,112	964	—	—	10,076
Improved Development	—	—	1,825	—	1,825

Rural	—	—	8,728	—	8,728
Timberland & Non-Strategic	—	—	610	—	610

Deferred Revenue/Other (b)	—	—	4,112	—	4,112

Total Real Estate Sales	—	—	15,275	—	15,275

Revenue from Contracts with Customers	69,978	25,192	15,275	2,970	113,415
Lease Revenue	—	—	289	—	289

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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



Three Months Ended	Southern Timber	Pacific Northwest Timber	Trading	Total
March 31, 2025
Stumpage Pay-as-Cut	$ 17,982	—	—	$ 17,982
Stumpage Lump Sum	426	1,150	—	1,576

Total Stumpage	18,408	1,150	—	19,558

Delivered Wood (Domestic)	23,484	19,178	297	42,959
Delivered Wood (Export)	—	43	110	153
Total Delivered	23,484	19,221	407	43,112

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

March 31, 2024
Stumpage Pay-as-Cut	$ 33,530	$ 3	—	$ 33,533
Stumpage Lump Sum	—	1,981	—	1,981

Total Stumpage	33,530	1,984	—	35,514

Delivered Wood (Domestic)	25,113	19,559	7	44,679
Delivered Wood (Export)	2,223	2,685	2,963	7,871
Total Delivered	27,336	22,244	2,970	52,550

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

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RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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

As of March 31, 2025, the New Zealand subsidiary is classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented. See Note 2 — Discontinued Operations for additional information.

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

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:


	Three Months Ended March 31,
		2025	2024
Beginning noncontrolling interests in the Operating Partnership		$ 51,843	$ 81,651

Adjustment of noncontrolling interests in the Operating Partnership		4,341	291
Issuance of Redeemable Operating Partnership Units (a)		2,681	—
Conversions of Redeemable Operating Partnership Units to common shares		( 28 )	( 11,511 )
Net (loss) income attributable to noncontrolling interests in the Operating Partnership		( 46 )	20
Other comprehensive loss attributable to noncontrolling interests in the Operating Partnership		( 53 )	( 265 )
Distributions to noncontrolling interests in the Operating Partnership		( 568 )	( 597 )
Total noncontrolling interests in the Operating Partnership		$ 58,170	$ 69,589

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

6. (LOSS) EARNINGS PER SHARE AND PER UNIT

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

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


	Three Months Ended March 31,
		2025	2024
Basic (loss) earnings per common share
Numerator:
Net loss from continuing operations		($ 5,592 )	($ 4,510 )
Less: Net loss from continuing operations attributable to NCI in the Operating Partnership		74	65
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates		—	10
Net loss from continuing operations attributable to Rayonier Inc.		($ 5,518 )	($ 4,435 )

Net income from discontinued operations, net of tax		2,507	6,816
Less: Net income from discontinued operations attributable to NCI in the Operating Partnership		( 28 )	( 85 )
Less: Net income from discontinued operations attributable to NCI in consolidated affiliates		( 385 )	( 939 )
Net income from discontinued operations attributable to Rayonier Inc.		$ 2,094	$ 5,792

Net (loss) income		($ 3,085 )	$ 2,306
Less: Net loss (income) attributable to NCI in the Operating Partnership		46	( 20 )
Less: Net income attributable to NCI in consolidated affiliates		( 385 )	( 929 )
Net (loss) income attributable to Rayonier Inc.		($ 3,424 )	$ 1,357

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

Basic (loss) earnings per common share attributable to Rayonier Inc.:
Continuing operations		($ 0.04 )	($ 0.03 )
Discontinued operations		$ 0.01	$ 0.04
Basic (loss) earnings per common share		($ 0.02 )	$ 0.01

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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


	Three Months Ended March 31,
	2025	2024
Diluted (loss) earnings per common share
Numerator:
Net loss from continuing operations	($ 5,592 )	($ 4,510 )
Less: Net loss from continuing operations attributable to NCI in the Operating Partnership (a)	74	65
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates	—	10
Net loss from continuing operations attributable to Rayonier Inc. used for determining diluted loss per common share	($ 5,518 )	($ 4,435 )

Net income from discontinued operations, net of tax	2,507	6,816
Less: Net income from discontinued operations attributable to NCI in the Operating Partnership (a)	( 28 )	( 85 )
Less: Net income from discontinued operations attributable to NCI in consolidated affiliates	( 385 )	( 939 )
Net income from discontinued operations attributable to Rayonier Inc. used for determining diluted earnings per common share	$ 2,094	$ 5,792

Net (loss) income	( 3,085 )	2,306
Less: Net loss (income) attributable to NCI in the Operating Partnership (a)	46	( 20 )
Less: Net income attributable to NCI in consolidated affiliates	( 385 )	( 929 )
Net (loss) income attributable to Rayonier Inc. used for determining diluted (loss) earnings per common share	($ 3,424 )	$ 1,357

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







Diluted (loss) earnings per common share attributable to Rayonier Inc.:
Continuing operations	($ 0.04 )	($ 0.03 )
Discontinued operations	$ 0.01	$ 0.04
Diluted (loss) earnings per common share	($ 0.02 )	$ 0.01


	Three Months Ended March 31,
		2025	2024
Anti-dilutive shares excluded from the computations of diluted (loss) earnings per common share:
Stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units, and contingently issuable shares and units from special dividend (b)		5,019,873	2,902,249

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

(b) For the quarters ended March 31, 2025 and 2024, the effect of anti-dilutive securities related to stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units from the special dividend were not included in the denominator of calculating diluted loss (earnings) per share due to a loss from continuing operations. Also, as a result of the net loss from continuing operations attributable to Rayonier Inc. during the three months ended March 31, 2025 and 2024, the incremental shares related to noncontrolling interests in Operating Partnership units were excluded from the denominator of diluted loss per share.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

Basic (loss) earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units.

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


	Three Months Ended March 31,
		2025	2024
Basic (loss) earnings per unit
Numerator:
Net loss from continuing operations		($ 5,592 )	($ 4,510 )
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates		—	10
Net loss from continuing operations available to unitholders		($ 5,592 )	($ 4,500 )

Net income from discontinued operations, net of tax		$ 2,507	$ 6,816
Less: Net income from discontinued operations attributable to NCI in consolidated affiliates		( 385 )	( 939 )
Net income from discontinued operations available to unitholders		$ 2,122	$ 5,877

Net (loss) income		($ 3,085 )	$ 2,306
Less: Net income attributable to NCI in consolidated affiliates		( 385 )	( 929 )
Net (loss) income available to unitholders		($ 3,470 )	$ 1,377

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

Basic (loss) earnings per unit attributable to Rayonier, L.P.:
Continuing operations		($ 0.04 )	($ 0.03 )
Discontinued operations		$ 0.01	$ 0.04
Basic (loss) earnings per unit		($ 0.02 )	$ 0.01

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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


	Three Months Ended March 31,
		2025	2024
Diluted (loss) earnings per unit
Numerator:
Net loss from continuing operations		($ 5,592 )	($ 4,510 )
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates		—	10
Net loss from continuing operations available to unitholders		($ 5,592 )	($ 4,500 )

Net income from discontinued operations, net of tax		$ 2,507	$ 6,816
Less: Net income from discontinued operations attributable to NCI in consolidated affiliates		( 385 )	( 939 )
Net income from discontinued operations available to unitholders		$ 2,122	$ 5,877

Net (loss) income		($ 3,085 )	$ 2,306
Less: Net income attributable to NCI in consolidated affiliates		( 385 )	( 929 )
Net (loss) income available to unitholders		($ 3,470 )	$ 1,377

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






Diluted (loss) earnings per unit attributable to Rayonier, L.P.:
Continuing operations		($ 0.04 )	($ 0.03 )
Discontinued operations		$ 0.01	$ 0.04
Diluted (loss) earnings per unit		($ 0.02 )	$ 0.01


	Three Months Ended March 31,
		2025	2024
Anti-dilutive unit equivalents excluded from the computations of diluted (loss) earnings per unit:
Stock options, performance shares, restricted shares, restricted stock units, and contingently issuable shares and units from special dividend (a)		2,966,133	724,010

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

7. DEBT

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


			March 31, 2025
Debt


Senior Notes due 2031 at a fixed interest rate of 2.75 %			$ 450,000
2015 Term Loan borrowings due 2028 at a variable interest rate of 5.93 %			200,000


2016 Incremental Term Loan borrowings due 2026 at a variable interest rate of 6.08 %			200,000
2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of 5.98 %			200,000








Total principal debt			1,050,000

Less: Unamortized discounts			( 2,343 )
Less: Deferred financing costs			( 3,022 )

















Total long-term debt			$ 1,044,635

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


Debt	Periodic Interest Rate (a)	Effective Fixed Interest Rate (b)
2015 Term Loan	Daily Simple SOFR + 1.60 %	2.11	%

2016 Incremental Term Loan	Daily Simple SOFR + 1.75 %	2.40	%
2021 Incremental Term Loan	Daily Simple SOFR + 1.65 %	1.46	%

(a) Includes credit spread adjustment of 0.1 %.

(b) Effective interest rate is after consideration of interest rate swaps and estimated patronage.

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


			Total
2025			—
2026			$ 200,000
2027			—
2028			200,000
2029			200,000
Thereafter			450,000
Total Debt			$ 1,050,000

2025 DEBT ACTIVITY

During the three months ended March 31, 2025, we made no borrowings or repayments on our Revolving Credit Facility. At March 31, 2025, we had available borrowings of $ 293.0 million under the Revolving Credit Facility, net of $ 7.0 million to secure our outstanding letters of credit.

DEBT COVENANTS

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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


	Covenant Requirement		Actual Ratio		Favorable
Covenant EBITDA to consolidated interest expense should not be less than	2.5 to 1		7.2 to 1		4.7
Covenant debt to covenant net worth plus covenant debt shall not exceed	65	%	36	%	29	%

In addition to the financial covenants listed above, the Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others. At March 31, 2025, we were in compliance with all applicable covenants.

8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Our financial results are subject to market risk from potential changes in interest rates. To manage this exposure, we utilize derivative financial instruments.

We account for derivative financial instruments under ASC Topic 815, Derivatives and Hedging , (“ASC 815”), and record them at fair value as assets or liabilities in the Consolidated Balance Sheets. The accounting for changes in their fair value depends on their intended use. Gains and losses on derivatives designated and qualifying as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the hedged transaction occurs. Similarly, gains and losses on derivatives designated and qualifying as net investment hedges are recorded in AOCI but are reclassified into earnings only upon partial or complete liquidation of the investment. Changes in the fair value of derivatives not designated as hedges or those that are no longer effective as hedges are recognized immediately in earnings.

INTEREST RATE PRODUCTS

We are exposed to cash flow interest rate risk on our variable-rate debt. To hedge this exposure, we use variable-to-fixed interest rate swaps. For these swaps, we report the gains or losses from changes in their fair value in AOCI and reclassify them to interest expense in the period the hedged interest payments affect earnings.

If we de-designate or terminate a cash flow hedge while the hedged item still exists, the unrealized gain or loss on the cash flow hedge at the time of de-designation remains in AOCI. This amount is then amortized to interest expense on a straight-line basis over the remaining life of the hedged item. However, if the hedged item becomes ineffective, the related gain or loss is immediately reclassified from AOCI to earnings.

INTEREST RATE SWAPS

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


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	%
February 2022	7 years	200,000	2021 Incremental Term Loan	0.67	%	1.65	%	2.32	%

August 2024	4 years	100,000	2015 Term Loan	0.78	%	1.60	%	2.38	%
August 2024	4 years	50,000	2015 Term Loan	0.64	%	1.60	%	2.24	%
August 2024	4 years	50,000	2015 Term Loan	3.29	%	1.60	%	4.89	%

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

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


		Three Months Ended March 31,
	Income Statement Location	2025	2024
Derivatives designated as cash flow hedges:




Interest rate products	Other comprehensive (loss) income, relating to continuing operations	($ 4,247 )	$ 15,041
	Interest expense, net	( 4,511 )	( 7,278 )

During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 15.3 million. The following table provides details of these expected reclassifications:


			Amount expected to be reclassified into earnings in next 12 months

Derivatives designated as cash flow hedges:


Interest rate products (a)			$ 15,320
Total estimated net gain on derivatives contracts			$ 15,320

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

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets:

Notional Amount

March 31, 2025

December 31, 2024

Derivatives designated as cash flow hedges:

Interest rate swaps

$ 600,000

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

Location on Balance Sheet

Fair Value Assets / (Liabilities) (a)

March 31, 2025

December 31, 2024

Derivatives designated as cash flow hedges:

Interest rate swaps

Other assets

$ 40,367

$ 49,353

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

OFFSETTING DERIVATIVES

We present derivative financial instruments at their gross fair values in the Consolidated Balance Sheets. These instruments are not subject to master netting arrangements that would permit the right of offset.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

9. FAIR VALUE MEASUREMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1.

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

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


	March 31, 2025			December 31, 2024
Asset (Liability) (a)	Carrying Amount	Fair Value		Carrying Amount	Fair Value
		Level 1	Level 2		Level 1	Level 2
Cash and cash equivalents	$ 216,242	$ 216,242	—	$ 303,065	$ 303,065	—

Restricted cash, current (b)	—	—	—	19,366	19,366	—
Restricted cash, non-current (b)	677	677	—	676	676	—


Long-term debt (c)	( 1,044,635 )	—	( 992,895 )	( 1,044,410 )	—	( 980,970 )
Interest rate swaps (d)	40,367	—	40,367	49,353	—	49,353





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

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

(b) Restricted cash includes proceeds from like-kind exchange sales held by a third-party intermediary and cash held in escrow. See Note 18 — Restricted Cash for additional information.

(c) The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt. See Note 7 — Debt for additional information.

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

(e) Noncontrolling interests in the Operating Partnership, representing ownership of Rayonier, L.P. units by parties other than the Company, are classified as temporary equity and are neither assets nor liabilities on the Company’s Consolidated Balance Sheets. See Note 5 — Noncontrolling Interests for additional information.

We use the following methods and assumptions in estimating the fair value of our financial instruments:

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

Debt — The fair value of fixed-rate debt is determined using quoted market prices for debt with comparable terms and maturities. For variable-rate debt, the carrying value approximates fair value as the interest rate adjusts with market changes.

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

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

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

10. CONTINGENCIES

We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow.

11. ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES

Federal and state environmental laws in our operating areas hold current and former property owners liable for cleanup or restoration. These laws often impose “strict liability,” meaning owners or operators didn’t necessarily cause, or even been aware of, the release of contaminated materials. Similarly, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners for natural resource damages (“NRD”) resulting from releases of contaminants on or from their property, regardless of culpability for the release. Like cleanup liability, NRD liability can attach to property due to such contamination.

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


			Port Gamble, WA






Non-current portion at December 31, 2024			$ 3,610
Plus: Current portion			4,283
Total Balance at December 31, 2024			7,893
Expenditures charged to liabilities			( 2,964 )
Increase to liabilities (a)			1,668
Total Balance at March 31, 2025			6,597
Less: Current portion			( 1,765 )
Non-current portion at March 31, 2025			$ 4,832

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

We anticipate the upland mill site cleanup and NRD restoration will occur over the next one to two years , while the monitoring of Port Gamble Bay, mill site, and landfills will continue for an additional 15 to 20 years. NRD costs are subject to change as the restoration projects progress. It is reasonably possible that these components of the liability may increase as construction continues. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount.

We do not currently anticipate any material loss in excess of the amounts accrued; however, we are not able to estimate a possible loss or range of loss, if any, in excess of the established liabilities. Our future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations, and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity.

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

12. GUARANTEES

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

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

Financial Commitments (a)

Maximum Potential
Payment

Standby letters of credit (b)

$ 6,996

Surety bonds (c)

45,412

Total financial commitments

$ 52,408

(a) We have not recorded any liabilities for these financial commitments in our Consolidated Balance Sheets. The guarantees are not subject to measurement as the guarantees are dependent on our own performance.

(b) Approximately $ 6.3 million of the standby letters of credit provide credit support for real estate construction in our Wildlight development project. The remaining letters of credit support various insurance related agreements. These letters of credit will expire at various dates in 2025 and will be renewed as required.

(c) Surety bonds primarily secure performance obligations for various operational activities and provide collateral for our Wildlight (Nassau County, Florida) and Heartwood (Richmond Hill, Georgia) development projects. These surety bonds expire on various dates through 2027 and are expected to be renewed as required.

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

13. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS

We routinely assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.

Changes in higher and better use timberlands and real estate development investments from December 31, 2024 to March 31, 2025 are shown below:


	Higher and Better Use Timberlands and Real Estate Development Investments
	Land and Timber	Development Investments	Total
Non-current portion at December 31, 2024	$ 86,832	$ 22,778	$ 109,610
Plus: Current portion (a)	1,402	28,206	29,608
Total Balance at December 31, 2024	88,234	50,984	139,218
Non-cash cost of land and improved development	( 182 )	( 1,799 )	( 1,981 )
Amortization of parcel real estate development investments	—	( 180 )	( 180 )
Timber depletion from harvesting activities and basis of timber sold in real estate sales	( 359 )	—	( 359 )
Capitalized real estate development investments (b)	—	4,970	4,970
Capital expenditures (silviculture)	42	—	42

Intersegment transfers	3,287	—	3,287

Total Balance at March 31, 2025	91,022	53,975	144,997
Less: Current portion (a)	( 1,950 )	( 30,179 )	( 32,129 )
Non-current portion at March 31, 2025	$ 89,072	$ 23,796	$ 112,868

(a) The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 14 — Inventory for additional information.

(b) Capitalized real estate development investments include $ 0.2 million of capitalized interest and $ 0.9 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.

14. INVENTORY

As of March 31, 2025 and December 31, 2024, our inventory consisted entirely of finished goods, as follows:


	March 31, 2025	December 31, 2024
Finished goods inventory
Real estate inventory (a)	$ 32,129	$ 29,608
Log inventory	1,181	1,271

Total inventory	$ 33,310	$ 30,879

(a) Represents the cost of HBU real estate expected to be sold, including capitalized development investments. See Note 13 — Higher And Better Use Timberlands and Real Estate Development Investments for additional information.

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

15. OTHER OPERATING (EXPENSE) INCOME, NET

Other operating (expense) income, net consisted of the following:


	Three Months Ended March 31,
		2025	2024

Gain on sale or disposal of property, plant and equipment		$ 4	$ 10






Restructuring charges (a)		( 1,110 )	—

Miscellaneous (expense) income, net		( 113 )	21
Total		($ 1,219 )	$ 31

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

16. INCOME TAXES

Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S. federal or state income tax. As of March 31, 2025, Rayonier owns a 98.7 % inter est in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership. The taxable income or loss generated by the Operating Partnership is passed through and reported to its unit holders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return.

Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS. The TRS subsidiaries are subject to United States federal and state corporate income tax.

PROVISION FOR INCOME TAXES

The Company’s tax expense for continuing operations is principally related to state income tax. The following table contains the income tax (expense) benefit recognized on the Consolidated Statements of Income and Comprehensive Income (Loss):


	Three Months Ended March 31,
		2025	2024
Income tax (expense) benefit (a)		($ 291 )	$ 991

(a) The three months ended March 31, 2024 included a $ 1.2 million income tax benefit related to the pension settlement.

ANNUAL EFFECTIVE TAX RATE

The Company’s effective tax rate after discrete items is below the 21.0 % U.S. statutory rate due to tax benefits associated with being a REIT. The following table contains the Company’s annualized effective tax rate after discrete items for its continuing operations:


	Three Months Ended March 31,
		2025		2024
Annualized effective tax rate after discrete items (a)		( 5.5	%)	18.0	%

(a) The effective tax rate for the three months ended March 31, 2024 was positive despite a pre-tax book loss, primarily due to a $ 1.2 million income tax benefit related to the pension settlement. This tax benefit, when applied to a pre-tax book loss, results in a positive effective tax rate.

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

17. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in AOCI by component for the three months ended March 31, 2025 and the year ended December 31, 2024. All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.


	Foreign currency translation (losses) gains	Net investment hedges of New Zealand subsidiary	Cash flow hedges		Employee benefit plans		Total Rayonier, L.P.	Allocation of Operating Partnership	Total Rayonier Inc.
Balance as of December 31, 2023	($ 19,533 )	$ 1,321	$ 55,846		($ 9,616 )		$ 28,018	($ 3,367 )	$ 24,651
Other comprehensive (loss) income before reclassifications	( 31,616 )	—	13,713	(a)	5,251		( 12,652 )	163	( 12,489 )
Amounts reclassified from accumulated other comprehensive (loss) income	—	—	( 27,826 )		4,595	(b)	( 23,231 )	640	( 22,591 )
Net other comprehensive (loss) income	( 31,616 )	—	( 14,113 )		9,846		( 35,883 )	803	( 35,080 )
Balance as of December 31, 2024	($ 51,149 )	$ 1,321	$ 41,733		$ 230		($ 7,865 )	($ 2,564 )	($ 10,429 )
Other comprehensive income (loss) before reclassifications	3,515	—	( 3,385 )	(a)	—		130	( 2 )	128
Amounts reclassified from accumulated other comprehensive (loss) income	—	—	( 4,056 )		( 2 )	(b)	( 4,058 )	55	( 4,003 )
Net other comprehensive income (loss)	3,515	—	( 7,441 )		( 2 )		( 3,928 )	53	( 3,875 )
Balance as of March 31, 2025	($ 47,634 )	$ 1,321	$ 34,292		$ 228		($ 11,793 )	($ 2,511 )	($ 14,304 )

(a) The three months ended March 31, 2025 includes $ 4.2 million o f other comprehensive loss related to interest rate products. The year ended December 31, 2024 included $ 21.8 million of other comprehensive income re lated to interest rate products. See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.

(b) This component of other comprehensive (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.

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RAYONIER INC. AND SUBSIDIARIES

RAYONIER, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollar amounts in thousands unless otherwise stated)

The following table presents details of the amounts reclassified in their entirety from AOCI to net (loss) income for the three months ended March 31, 2025 and March 31, 2024:


Details about accumulated other comprehensive loss components	Amount reclassified from accumulated other comprehensive loss		Affected line item in the Income Statement
	March 31, 2025	March 31, 2024
Realized loss on foreign currency exchange contracts	$ 801	$ 459	Income from discontinued operations, net of tax
Realized loss on foreign currency option contracts	20	8	Income from discontinued operations, net of tax
Noncontrolling interests	( 189 )	( 108 )	Comprehensive loss attributable to noncontrolling interests
Realized gain on interest rate contracts	( 4,511 )	( 7,278 )	Interest expense, net
Income tax effect from net loss on foreign currency contracts	( 177 )	( 101 )	Income from discontinued operations, net of tax


Net gain on cash flow hedges reclassified from accumulated other comprehensive loss	($ 4,056 )	($ 7,020 )

18. 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 three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025	2024



Restricted cash held in escrow	677	677
Total restricted cash	677	677


Cash and cash equivalents	216,242	142,107






Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows	$ 216,919	$ 142,784

19. ASSETS HELD FOR SALE (EXCLUDING DISCONTINUED OPERATIONS)

Assets held for sale (excluding discontinued operations) comprise properties not included in inventory that are expected to be sold within 12 months and meet the held-for-sale criteria of ASC 360-10-45-9. The basis of these properties was $ 7.4 million and $ 5.4 million, as of March 31, 2025, and December 31, 2024, respectively. We recognized an immaterial impairment charge on these assets during the three months ended March 31, 2025, which is recorded in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

When we refer to “Rayonier” or “the Company” we mean Rayonier Inc. and its consolidated subsidiaries. References to the “Operating Partnership” mean Rayonier, L.P. and its consolidated subsidiaries. References to “we,” “us,” or “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” refer to the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. included in Item 1 of this report.

This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors which may affect future results. Our MD&A should be read in conjunction with our Consolidated Financial Statements included in Item 1 of this report, our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and information contained in our subsequent reports filed with the Securities and Exchange Commission (the “SEC”).

In March 2025, we entered into a purchase and sale agreement to divest our entire 77% interest in the New Zealand joint venture. Accordingly, the New Zealand joint venture’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

Unless otherwise noted, amounts and disclosures throughout this MD&A relate to our continuing operations. See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture.

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, including the proposed sale of the entities holding our interest in the New Zealand joint venture, the expected timing of completing such proposed sale, and the anticipated use of proceeds from such proposed sale, 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 our 2024 Form 10-K, and similar discussions included in other reports that we subsequently file with the 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.

NON-GAAP MEASURES

To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP measures, including “Cash Available for Distribution,” and “Adjusted EBITDA,” which are defined and further explained in Performance and Liquidity Indicators below. Reconciliation of such measures to the nearest GAAP measures can also be found in Performance and Liquidity Indicators below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

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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 2, Management’s Discussion and Analysis 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.

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 United States 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, Real Estate, and Trading. Due to the pending sale of our entire 77% interest in the New Zealand joint venture, the results of our New Zealand operations have been reflected as discontinued operations. See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture. As of March 31, 2025, we owned or leased under long-term agreements approximately 2.5 million acres of timberlands 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). Our New Zealand timberlands are classified as assets held for sale on our Consolidated Balance Sheets.

SEGMENT INFORMATION

The Southern Timber and Pacific Northwest 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 and solar energy.

The Real Estate segment includes all land sales disaggregated into six sales categories: Improved Development, Unimproved Development, Rural, Timberland & Non-Strategic, Conservation Easements and Large Dispositions. It also includes residential and commercial lease activity, primarily in the town of Port Gamble, Washington.

The Trading segment reflects log trading activities conducted from the U.S. South and Pacific Northwest.

ENVIRONMENTAL MATTERS

For a full description of our environmental matters, see Item 1 - “Business” in our Annual Report on Form 10-K for the year ended December 31, 2024 and our sustainability report located at our Responsible Stewardship webpage.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires us to make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. 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. For a full description of our critical accounting policies, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K.

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

See Note 1 — Basis of Presentation for a summary of recently issued accounting standards.

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 timber to China and Japan. The Southern Timber and Pacific Northwest Timber segments are sensitive to the strength of U.S. lumber markets, which are closely tied to housing starts. The strength of U.S. lumber markets could also be affected by potential tariffs on Canadian or European lumber arising from Executive Order 14223 Addressing the Threat to National Security from Imports of Timber, Lumber, and Their Derivative Products (March 1, 2025). Additional tariffs could increase lumber prices and/or increase U.S. domestic production of wood products to meet domestic demand, which could likewise increase domestic log demand and pricing. However, this could potentially be partially offset by softer end-market demand due to increased construction costs and/or weaker overall market conditions stemming from changes in trade policy and/or broader economic uncertainty.

Pricing within our timber segments is subject to broad macroeconomic influences and local market conditions. Residential construction activity is a key macroeconomic factor. Locally, prices can fluctuate based on weather patterns, available log inventories, mill demand, and access to export markets. Currently, in our Southern Timber segment, pine stumpage realizations continue to be constrained by competing log supply from salvage timber and weaker overall demand for pulpwood and sawtimber. Meanwhile, the Pacific Northwest Timber segment has seen generally stable weighted-average delivered log prices due to balanced supply and demand. While Executive Order 14225, Immediate Expansion of American Timber Production (March 1, 2025) could increase the supply of available timber from federal lands, any potential impacts would likely be most prevalent in the Pacific Northwest. Further, despite the potential long-term increase in the supply of available timber, significant logistical and infrastructure-related challenges will likely limit near-term market impacts.

We are also subject to the risk of price fluctuations in key operational costs, which primarily include logging and transportation (cut and haul). Additionally, our cost of sales is significantly influenced by the cost basis of timber sold (depletion) and real estate sold. Depletion represents 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 land costs and direct development and construction expenses for specific projects, including infrastructure, roadways, utilities, amenities and other improvements. While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass-through any such increased costs resulting from tariffs. Other costs include amortization of capitalized 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, which could negatively impact buyer demand. However, our improved development projects, Wildlight, north of Jacksonville, Florida, and Heartwood, south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have so far outweighed the impacts of higher interest rates.

For additional information on market conditions impacting our business, see Results of Operations .

DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD

See Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield in our 2024 Form 10-K.

OUR TIMBERLANDS

Our timber operations are disaggregated into two geographically distinct segments: Southern Timber and Pacific Northwest Timber. The following tables provide a breakdown of our timberland holdings as of March 31, 2025 and December 31, 2024, including timberlands owned and leased by our 77% New Zealand joint venture interest, which are classified as assets held for sale on our Consolidated Balance Sheets.



(acres in 000s)	As of March 31, 2025			As of December 31, 2024
	Owned	Leased	Total	Owned	Leased	Total
Southern
Alabama	250	3	253	250	3	253
Arkansas	—	1	1	—	2	2
Florida	360	35	395	360	35	395
Georgia	611	49	660	611	49	660
Louisiana	146	—	146	146	—	146



South Carolina	15	—	15	15	—	15

Texas	278	—	278	279	—	279
	1,660	88	1,748	1,661	89	1,750

Pacific Northwest
Oregon	6	—	6	6	—	6
Washington	299	3	302	299	3	302
	305	3	308	305	3	308

New Zealand (a)	178	234	412	178	234	412
Total	2,143	325	2,468	2,144	326	2,470

(a) Represents legal acres owned and leased by our 77% New Zealand joint venture interest, which are now reflected as discontinued operations in our Consolidated Financial Statements. As of March 31, 2025, legal acres in New Zealand were comprised of 287,000 plantable acres and 125,000 non-productive acres. See Note 2 — Discontinued Operations for additional information.

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2024 to March 31, 2025:


(acres in 000s)	Acres Owned
	December 31, 2024	Acquisitions	Sales	Other	March 31, 2025
Southern
Alabama	250	—	—	—	250
Florida	360	—	—	—	360
Georgia	611	—	—	—	611
Louisiana	146	—	—	—	146


South Carolina	15	—	—	—	15

Texas	279	—	(1)	—	278
	1,661	—	(1)	—	1,660

Pacific Northwest
Oregon	6	—	—	—	6
Washington	299	—	—	—	299
	305	—	—	—	305

New Zealand (a)	178	—	—	—	178
Total	2,144	—	(1)	—	2,143

(a) Represents legal acres owned by our 77% New Zealand joint venture interest, which are now reflected as discontinued operations in our Consolidated Financial Statements. See Note 2 — Discontinued Operations for additional information.


(acres in 000s)	Acres Leased
	December 31, 2024	New Leases	Sold/Expired Leases (a)	Other	March 31, 2025
Southern
Alabama	3	—	—	—	3
Arkansas	2	—	(1)	—	1
Florida	35	—	—	—	35
Georgia	49	—	—	—	49

	89	—	(1)	—	88

Pacific Northwest
Washington (b)	3	—	—	—	3

New Zealand (c)	234	—	—	—	234
Total	326	—	(1)	—	325

(a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.

(b) Primarily timber reservations acquired in the merger with Pope Resources.

(c) Represents legal acres leased by our 77% New Zealand joint venture interest, which are now reflected as discontinued operations in our Consolidated Financial Statements. See Note 2 — Discontinued Operations for additional information.

RESULTS OF OPERATIONS

CONSOLIDATED RESULTS*

The following table provides key financial information by segment and on a consolidated basis:


	Three Months Ended March 31,
Financial Information (in millions)		2025	2024
Sales
Southern Timber		$50.9	$70.0
Pacific Northwest Timber		21.4	25.2


Real Estate
Improved Development		3.3	1.8

Rural		5.3	8.7
Timberland & Non-Strategic		—	0.6

Deferred Revenue/Other (a)		1.6	4.4

Total Real Estate		10.2	15.6
Trading		0.4	3.0

Total Sales		$82.9	$113.7

Operating Income (Loss)
Southern Timber		$10.1	$23.0
Pacific Northwest Timber		0.7	(4.4)


Real Estate		(1.0)	(0.1)
Trading		(0.5)	—
Corporate and Other (b)		(9.3)	(9.9)
Operating Income		0.1	8.6
Interest expense, net		(6.4)	(8.9)
Interest income		2.9	1.9
Other miscellaneous expense, net (c)		(1.9)	(7.1)
Income tax (expense) benefit (d)		(0.3)	1.0
Loss from continuing operations		(5.6)	(4.5)
Income from discontinued operations, net of tax		2.5	6.8
Net (Loss) Income		(3.1)	2.3
Less: Net income attributable to noncontrolling interests in consolidated affiliates		(0.4)	(0.9)
Net (Loss) Income Attributable to Rayonier, L.P.		($3.5)	$1.4
Less: Net loss attributable to noncontrolling interests in the Operating Partnership		0.1	—
Net (Loss) Income Attributable to Rayonier Inc.		($3.4)	$1.4

Adjusted EBITDA (e)
Southern Timber		$27.0	$44.8
Pacific Northwest Timber		6.4	4.7


Real Estate		2.0	4.6
Trading		(0.5)	—
Corporate and Other		(7.9)	(9.4)
Total Adjusted EBITDA		$27.1	$44.6

* All periods presented exclude results from our 77% New Zealand joint venture interest, which are now reflected as Discontinued Operations in the Consolidated Financial Statements. See Note 2 — Discontinued Operations for additional information.

(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 three months ended March 31, 2025 includes $1.1 million of restructuring charges.

(c) The three months ended March 31, 2025 includes $1.7 million of net costs associated with legal settlements. The three months ended March 31, 2024 includes $5.7 million of pension settlement charges and $1.3 million of net costs associated with legal settlements.

(d) The three months ended March 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .


	Three Months Ended March 31,
Southern Timber Overview	2025		2024
Sales Volume (in thousands of tons)
Pine Pulpwood	839		1,016
Pine Sawtimber	628		922
Total Pine Volume	1,468		1,938
Hardwood	113		69
Total Volume	1,581		2,007

% Delivered Volume (vs. Total Volume)	35	%	30	%
% Pine Sawtimber Volume (vs. Total Pine Volume)	43	%	48	%
% Export Volume (vs. Total Volume) (a)	—		1	%

Net Stumpage Pricing (dollars per ton) (b)
Pine Pulpwood	$14.10		$16.89
Pine Sawtimber	25.86		30.62
Weighted Average Pine	$19.13		$23.42
Hardwood	12.34		13.35
Weighted Average Total	$18.64		$23.07

Summary Financial Data (in millions of dollars)
Timber Sales	$41.9		$60.9
Less: Cut and Haul	(12.5)		(13.4)
Less: Port and Freight	—		(1.2)
Net Stumpage Sales	$29.4		$46.3

Land-Based Solutions (c)	2.8		1.7
Other Non-Timber Sales	6.3		7.4
Total Sales	$50.9		$70.0

Operating Income	$10.1		$23.0

(+) Depreciation, depletion and amortization	16.9		21.8
Adjusted EBITDA (d)	$27.0		$44.8

Other Data

Period-End Acres (in thousands)	1,748		1,849

(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.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .


	Three Months Ended March 31,
Pacific Northwest Timber Overview	2025		2024
Sales Volume (in thousands of tons)
Pulpwood	41		53
Domestic Sawtimber (a)	219		245
Export Sawtimber	1		19


Total Volume	261		317






% Delivered Volume (vs. Total Volume)	91	%	88	%
% Sawtimber Volume (vs. Total Volume)	84	%	83	%
% Export Volume (vs. Total Volume) (b)	1	%	8	%

Delivered Log Pricing (in dollars per ton)
Pulpwood	$30.05		$29.31
Domestic Sawtimber	90.58		84.31
Export Sawtimber (c)	84.07		137.76
Weighted Average Log Price	$81.13		$78.54

Summary Financial Data (in millions of dollars)
Timber Sales	$20.4		$24.2
Less: Cut and Haul	(9.3)		(10.8)
Less: Port and Freight	—		(1.2)
Net Stumpage Sales	$11.0		$12.2


Non-Timber Sales	1.0		1.0
Total Sales	$21.4		$25.2

Operating Income (Loss)	$0.7		($4.4)

(+) Depreciation, depletion and amortization	5.6		9.1
Adjusted EBITDA (d)	$6.4		$4.7

Other Data

Period-End Acres (in thousands)	308		418
Sawtimber (in dollars per MBF) (e)	$692		$650

(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.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

(e) Delivered Sawtimber excluding chip-n-saw.


	Three Months Ended March 31,
Real Estate Overview	2025	2024
Sales (in millions of dollars)
Improved Development (a)	$3.3	$1.8

Rural	5.3	8.7
Timberland & Non-Strategic	—	0.6


Deferred Revenue/Other (b)	1.6	4.4

Total Sales	$10.2	$15.6


Acres Sold
Improved Development (a)	78.2	6.0

Rural	953	1,498
Timberland & Non-Strategic	—	430


Total Acres Sold	1,031	1,933


Gross Price per Acre (dollars per acre)
Improved Development (a)	$42,101	$303,156

Rural	5,534	5,828
Timberland & Non-Strategic	—	1,421


Weighted Average (Total)	$8,308	$5,774
Weighted Average (Adjusted) (c)	$5,534	$4,845
















Operating Loss	($1.0)	($0.1)
(+) Depreciation, depletion and amortization	0.6	1.7

(+) Non-cash cost of land and improved development	2.4	3.0





Adjusted EBITDA (d)	$2.0	$4.6

(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.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .


	Three Months Ended March 31,
Trading Overview *	2025	2024
Sales Volume (in thousands of tons)
U.S.	1	23





Total Volume	1	23

Summary Financial Data (in millions of dollars)
Trading Sales	$0.4	$3.0

Total Sales	$0.4	$3.0

Operating Loss	($0.5)	—

Adjusted EBITDA (a)	($0.5)	—

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .


	Three Months Ended March 31,
Capital Expenditures By Segment (in millions of dollars) *	2025	2024
Timber Capital Expenditures
Southern Timber



Reforestation, silviculture and other capital expenditures	$6.2	$7.0
Property taxes	1.8	2.0
Lease payments	0.1	0.4
Allocated overhead	1.5	1.6
Subtotal Southern Timber	$9.6	$11.0
Pacific Northwest Timber


Reforestation, silviculture and other capital expenditures	1.5	2.7
Property taxes	0.1	0.2

Allocated overhead	0.7	1.3
Subtotal Pacific Northwest Timber	$2.4	$4.1











Total Timber Segments Capital Expenditures	$12.0	$15.1

Real Estate	—	0.1
Corporate	—	0.1
Total Capital Expenditures	$12.0	$15.3










Real Estate Development Investments (a)	$4.1	$5.5

(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.


	Three Months Ended March 31,
Discontinued Operations *	2025	2024


















Summary Financial Data by Historical Segment (in millions of dollars)
New Zealand Timber
Timber Sales	$52.5	$42.2
Less: Cut and Haul	(20.4)	(16.6)
Less: Port and Freight	(15.4)	(12.1)
Net Stumpage Sales	$16.7	$13.5
Carbon Credit Sales	—	3.4
Other Non-Timber Sales	0.2	0.1
Total New Zealand Timber Sales	$52.7	$45.7



Trading
Trading Sales	3.9	8.4
Non-Timber Sales	0.2	0.4
Total Trading Sales	$4.1	$8.8

Corporate / Intersegment Eliminations
Non-Timber Sales	—	(0.1)
Total Corporate / Intersegment Eliminations	—	($0.1)

Total Sales from discontinued operations	$56.8	$54.4

Income from discontinued operations, net of tax	$2.5	$6.8

* Due to the Company’s agreement to sell the entities that hold its entire 77% New Zealand joint venture interest, the New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for all periods presented.

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for March 31, 2025 versus March 31, 2024 (millions of dollars):


Sales	Southern Timber		Pacific Northwest Timber		Real Estate		Trading	Total
Three Months Ended March 31, 2024	$70.0		$25.2		$15.6		$3.0	$113.7
Volume	(9.8)		(2.1)		(4.9)		(2.8)	(19.6)
Price	(7.0)		1.3		2.7		0.2	(2.8)
Non-timber sales (a)	(0.1)		0.1		—		—	—

Other	(2.2)	(b)	(3.1)	(b)	(3.2)	(c)	—	(8.5)
Three Months Ended March 31, 2025	$50.9		$21.4		$10.2		$0.4	$82.9

(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.

(b) Includes variance due to stumpage versus delivered sales.

(c) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.


Operating Income (Loss)	Southern Timber	Pacific Northwest Timber	Real Estate	Trading	Corporate and Other	Total
Three Months Ended March 31, 2024	$23.0	($4.4)	($0.1)	—	($9.9)	$8.6
Volume	(5.3)	0.1	(2.8)	—	—	(8.0)
Price (a)	(7.0)	1.3	2.7	—	—	(3.0)
Cost	(1.0)	1.8	1.0	(0.5)	1.5	2.8
Non-timber income (b)	(0.1)	0.1	—	—	—	—

Depreciation, depletion & amortization	0.5	1.8	0.4	—	0.2	2.9
Non-cash cost of land and improved development	—	—	(1.0)	—	—	(1.0)
Other (c)	—	—	(1.2)	—	(1.1)	(2.3)
Three Months Ended March 31, 2025	$10.1	$0.7	($1.0)	($0.5)	($9.3)	$0.1

(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.

(c) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. Corporate and Other includes $1.1 million of restructuring charges.


Adjusted EBITDA (a)	Southern Timber	Pacific Northwest Timber	Real Estate	Trading	Corporate and Other	Total
Three Months Ended March 31, 2024	$44.8	$4.7	$4.6	—	($9.4)	$44.6
Volume	(9.7)	(1.5)	(4.9)	—	—	(16.0)
Price (b)	(7.0)	1.3	2.7	—	—	(3.0)
Cost	(1.0)	1.8	1.0	(0.5)	1.5	2.8
Non-timber income (c)	(0.1)	0.1	—	—	—	—

Other (d)	—	—	(1.4)	—	—	(1.4)
Three Months Ended March 31, 2025	$27.0	$6.4	$2.0	($0.5)	($7.9)	$27.1

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.

(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.

(d) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

SOUTHERN TIMBER

First quarter sales of $50.9 million decreased $19.0 million, or 27%, versus the prior year period. Harvest volumes decreased 21% to 1.58 million tons versus 2.01 million tons in the prior year period, primarily due to softer mill demand coupled with the impact of the Large Disposition we completed in Oklahoma in late 2024. Average pine sawtimber stumpage realizations decreased 16% to $25.86 per ton versus $30.62 per ton in the prior year period, due to a combination of softer demand from Southern sawmills, competing log supply from salvage timber, and an unfavorable shift in geographic mix. Average pine pulpwood stumpage realizations decreased 17% to $14.10 per ton versus $16.89 per ton in the prior year period, driven by the continued impact of salvage volume on the market, softer demand from pulp mills taking extended downtime, and an unfavorable shift in geographic mix. Overall, weighted-average net stumpage realizations (including hardwood) decreased 19% to $18.64 per ton versus $23.07 per ton in the prior year period. Non-timber sales of $9.1 million decreased $0.1 million versus the prior year period, as lower pipeline easement revenues were largely offset by growth in our Land-Based Solutions business. Operating income of $10.1 million decreased $12.9 million versus the prior year period due to lower net stumpage realizations ($7.0 million), lower volumes ($5.3 million), higher costs ($1.0 million), and lower non-timber income ($0.1 million), partially offset by lower depletion expense ($0.5 million). First quarter Adjusted EBITDA of $27.0 million was 40%, or $17.8 million, below the prior year period.

PACIFIC NORTHWEST TIMBER

First quarter sales of $21.4 million decreased $3.8 million, or 15%, versus the prior year period. Harvest volumes decreased 18% to 261,000 tons versus 317,000 tons in the prior year period, primarily due to the impact of the Large Dispositions completed in the fourth quarter of 2024. Average delivered prices for domestic sawtimber increased 7% to $90.58 per ton versus $84.31 per ton in the prior year period, primarily due to improved demand from domestic lumber mills in response to higher lumber prices and a favorable geographic mix. Average delivered pulpwood prices increased 3% to $30.05 per ton versus $29.31 per ton in the prior year period due to modestly improved supply/demand dynamics. Operating income of $0.7 million versus an operating loss of ($4.4) million in the prior year period was driven by lower costs ($1.8 million), lower depletion expense ($1.8 million), higher net stumpage realizations ($1.3 million), lower variable costs ($0.1 million), and higher non-timber income ($0.1 million). First quarter Adjusted EBITDA of $6.4 million was 35%, or $1.6 million, above the prior year period.

REAL ESTATE

First quarter sales of $10.2 million decreased $5.4 million versus the prior year period, while operating loss of ($1.0) million increased $0.8 million versus the prior year period. Sales decreased and operating loss increased versus the prior year period due to fewer acres sold (1,031 acres sold versus 1,933 acres sold in the prior year period) and unfavorable deferred revenue adjustments, which were partially offset by higher weighted-average prices ($8,308 per acre versus $5,774 per acre in the prior year period).

Improved Development sales of $3.3 million included two residential pod sales totaling 78.2 acres ($42,000 per acre) in the Heartwood development project south of Savannah, Georgia. This compares to Improved Development sales of $1.8 million in the prior year period.

Rural sales of $5.3 million consisted of 953 acres at an average price of $5,534 per acre. This compares to prior year period sales of $8.7 million, which consisted of 1,498 acres at an average price of $5,828 per acre.

There were no Timberland & Non-Strategic sales in the first quarter. This compares to prior year period sales of $0.6 million, which consisted of a 430-acre transaction for $1,421 per acre.

First quarter Adjusted EBITDA of $2.0 million decreased $2.6 million versus the prior year period.

TRADING

The Trading segment has been adjusted to exclude results associated with the Company’s New Zealand operations, which have been reclassified to discontinued operations. First quarter sales of $0.4 million decreased $2.6 million versus the prior year period, primarily due to lower volumes. Sales volumes were 1,000 tons in the first quarter, compared to 23,000 tons in the prior year period. The Trading segment generated an operating loss of $0.5 million versus breakeven results in the prior year period.

OTHER ITEMS

CORPORATE AND OTHER EXPENSE / ELIMINATIONS

First quarter corporate and other operating expenses of $9.3 million decreased $0.6 million versus the prior year period, as lower compensation and benefits expenses and lower professional services fees were partially offset by $1.1 million of restructuring charges. The restructuring charges were related to our previously announced workforce optimization initiative, which was effectuated during the first quarter.

INTEREST EXPENSE, NET

First quarter interest expense of $6.4 million decreased $2.6 million versus the prior year period, primarily due to lower average outstanding debt.

INTEREST INCOME

First quarter interest income of $2.9 million increased $1.0 million versus the prior year period, primarily due to higher cash on hand following the Large Dispositions completed in late 2024.

OTHER MISCELLANEOUS EXPENSE, NET

First quarter other miscellaneous expense of $1.9 million included $1.7 million of net costs associated with legal settlements. This compares to prior year period other miscellaneous expense of 7.1 million, which included a $5.7 million pension settlement charge and $1.3 million of net costs associated with legal settlements.

INCOME TAX (EXPENSE) BENEFIT

First quarter income tax expense of $0.3 million versus income tax benefit of $1.0 million in the prior year period was primarily due to a $1.2 million tax benefit associated with the Company’s pension plan termination and settlement in the prior year period.

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

Discontinued operations consists of the operations of our New Zealand joint venture. First quarter income from discontinued operations, net of tax was $2.5 million versus $6.8 million in the prior year period. See Note 2 — Discontinued Operations for additional information.

SHARE REPURCHASES

During the first quarter, the Company repurchased 95,000 shares at an average price of $27.61 per share, or $2.6 million in total. As of March 31, 2025, the Company had approximately 156.0 million common shares and 2.1 million Redeemable Operating Partnership Units outstanding. See the subsequent events section of Note 1 — Basis of Presentation for information regarding shares repurchased subsequent to March 31, 2025.

OUTLOOK

In our Southern Timber segment, we now expect to achieve full-year harvest volumes of 6.9 to 7.0 million tons—toward the lower end of our prior guidance range—as we continue to opportunistically flex volume in response to market conditions. The impact of salvage volume entering the market following Hurricane Helene in 2024 continues to negatively impact some of our operating areas. However, we expect pine stumpage realizations to trend higher from first quarter levels as salvage efforts moderate and operating conditions normalize in the coming quarters. In addition, we continue to expect lower non-timber income for full-year 2025 as compared to the prior year.

In our Pacific Northwest Timber segment, we remain on track to achieve full-year harvest volumes of approximately 0.9 million tons. Further, we continue to expect that full-year weighted-average log pricing will trend higher versus the prior year due to higher lumber prices, healthy demand from domestic sawmills, and the anticipated impact of increased duties on Canadian lumber in the second half of the year.

Turning to our Real Estate segment, we are encouraged by our transaction pipeline for the balance of the year, but expect closing activity will be heavily concentrated in the third and fourth quarters.

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 an UPREIT, our main use of cash is dividends and unitholder distributions. We also use cash to maintain the productivity of our timberlands through replanting and silviculture. Our operations have generally produced consistent cash flow and required limited capital resources. Short-term borrowings have helped fund working capital needs, while acquisitions of timberlands generally require funding from external sources or Large Dispositions.

SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS


	March 31,		December 31,
(millions of dollars)	2025		2024
Cash and cash equivalents	$216.2		$303.1

Total debt (a)	1,050.0		1,050.0
Noncontrolling interests in the Operating Partnership	58.2		51.8
Shareholders’ equity	1,925.3		1,780.5


Total capitalization (total debt plus permanent and temporary equity)	3,033.5		2,882.3
Debt to capital ratio	35	%	36	%


Net debt to enterprise value (b)(c)	16	%	16	%

(a) Total debt as of March 31, 2025 and December 31, 2024 reflects principal on long-term debt, gross of deferred financing costs and unamortized discounts.

(b) Net debt is calculated as total debt less cash and cash equivalents.

(c) Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of $27.88 and $26.10 as of March 31, 2025 and December 31, 2024, respectively.

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 March 31, 2025, $269.7 million remains available for issuance under the 2022 ATM Program. There were no shares issued under the ATM program during the three months ended March 31, 2025 and 2024.

CASH FLOWS

The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2025 and 2024:


(millions of dollars)	2025	2024
Cash provided by (used for):
Operating activities	$27.7	$52.3
Investing activities	(21.4)	(24.0)
Financing activities	(116.5)	(75.1)

CASH PROVIDED BY OPERATING ACTIVITIES

Cash provided by operating activities decreased $24.6 million from the prior year period, primarily due to lower operating results and changes in working capital.

CASH USED FOR INVESTING ACTIVITIES

Cash used for investing activities decreased $2.6 million from the prior year period, due to lower capital expenditures ($3.2 million), lower real estate development investments ($1.4 million), and lower capital expenditures from discontinued operations ($1.0 million), partially offset by higher cash used for other investing activities ($3.0 million).

CASH USED FOR FINANCING ACTIVITIES

Cash used for financing activities increased $41.4 million from the prior year period. This is primarily due to higher dividends paid on common shares ($38.2 million), increases in share repurchases ($2.6 million), higher distributions to noncontrolling interests in the Operating Partnership ($0.4 million) and higher distributions to noncontrolling interests in consolidated affiliates ($0.2 million).

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, and repurchases of the Company’s common shares to satisfy other commitments.

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)	$1,050.0	—	$200.0	$400.0	$450.0

Interest payments on long-term debt (b)	179.5	39.7	76.6	44.6	18.6
Operating leases — timberland (c)	23.5	2.6	5.5	4.3	11.1
Operating leases — PP&E, offices (c)	0.6	0.3	0.2	0.1	—
Commitments — real estate projects	79.3	20.3	34.4	16.0	8.6

Commitments — environmental remediation (d)	6.6	1.4	1.8	0.5	2.9
Commitments — other (e)	2.2	0.6	1.0	0.2	0.4
Total	$1,341.7	$64.9	$319.5	$465.7	$491.6

(a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $1,044.6 million on our Consolidated Balance Sheets, but upon maturity the liability will be $1,050.0 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 March 31, 2025 and excludes the impact of hedging.

(d) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 11 - Environmental and Natural Resource Damage Liabilities for additional information.

(e) 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 facility. 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 expected to be between $52 million and $56 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.

We anticipate real estate development investments in 2025 to be between $23 million and $27 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, excluding the additional dividend and distribution paid on January 30, 2025 to shareholders of record on December 12, 2024, are expected to be approximately $171 million and $2 million, respectively, assuming no change in the quarterly dividend rate of $0.2725 per share or partnership unit, or material changes in the number of shares or partnership units outstanding.

Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general market conditions and other considerations including capital allocation priorities.

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 12 — Guarantees for details on the letters of credit and surety bonds as of March 31, 2025.

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., Rayonier Inc., and Rayonier Operating Company, LLC agreed to irrevocably, fully and unconditionally guarantee jointly and severally, the obligations of Rayonier, L.P. in regards to the Senior Notes due 2031. As a general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in Rayonier, L.P. These notes are unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.

Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the general partner. The operating subsidiaries of Rayonier, L.P. conduct all of our operations. Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries, which have been excluded in the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors. As a result, our ability to make required payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on dividends from the operating subsidiaries.

The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the three months ended March 31, 2025 and year ended December 31, 2024 are provided in the table below:


(in millions)	March 31, 2025	December 31, 2024
Current assets	$219.9	$311.9
Non-current assets	82.3	93.1
Current liabilities	19.0	293.8
Non-current liabilities	2,409.4	2,341.5
Due to non-guarantors	1,341.6	1,273.3

The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the three months ended March 31, 2025 and year ended December 31, 2024 are provided in the table below:


(in millions)	March 31, 2025	December 31, 2024
Cost and expenses	($7.3)	($35.4)
Operating loss	(7.3)	(35.4)
Net loss	(9.8)	(60.2)
Revenue from non-guarantors	139.7	1,263.0

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”). These measures are not defined by Generally Accepted Accounting Principles (“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 uses Adjusted EBITDA as a performance measure. 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. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense, income from discontinued operations, restructuring charges and Large Dispositions.

Management uses CAD as a liquidity measure. CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to Operating Partnership unitholders, 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. CAD is not necessarily indicative of the CAD that may be generated in future periods.

We reconcile Adjusted EBITDA to Net (Loss) 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 (Loss) Income to Adjusted EBITDA for the respective periods (in millions of dollars):


	Three Months Ended March 31,
	2025	2024
Net (Loss) Income to Adjusted EBITDA Reconciliation
Net (Loss) Income	($3.1)	$2.3




Income from discontinued operations, net of tax (a)	(2.5)	(6.8)
Interest, net and miscellaneous income	3.5	7.1
Income tax expense (benefit) (b)	0.3	(1.0)
Depreciation, depletion and amortization	23.5	33.1
Non-cash cost of land and improved development	2.4	3.0













Non-operating expense (c)	1.8	7.0
Restructuring charges (d)	1.1	—


Adjusted EBITDA	$27.1	$44.6

(a) Income from discontinued operations, net of tax includes income generated by the Company's New Zealand joint venture interest, which is now reflected as discontinued operations due to its pending disposition.

(b) The three months ended March 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

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

The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars):


Three Months Ended	Southern Timber	Pacific Northwest Timber	Real Estate	Trading	Corporate and Other	Total
March 31, 2025
Operating income (loss)	$10.1	$0.7	($1.0)	($0.5)	($9.3)	$0.1








Depreciation, depletion and amortization	16.9	5.6	0.6	—	0.4	23.5
Non-cash cost of land and improved development	—	—	2.4	—	—	2.4



Restructuring charges (a)	—	—	—	—	1.1	1.1

Adjusted EBITDA	$27.0	$6.4	$2.0	($0.5)	($7.9)	$27.1

March 31, 2024
Operating income (loss)	$23.0	($4.4)	($0.1)	—	($9.9)	$8.6






Depreciation, depletion and amortization	21.8	9.1	1.7	—	0.4	33.1
Non-cash cost of land and improved development	—	—	3.0	—	—	3.0



Adjusted EBITDA	$44.8	$4.7	$4.6	—	($9.4)	$44.6

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

The following table provides a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars):


	Three Months Ended March 31,
	2025	2024
Cash provided by operating activities	$27.7	$52.3
Cash provided by operating activities from discontinued operations	(9.0)	(5.2)
Capital expenditures (a)	(12.0)	(15.3)


Working capital and other balance sheet changes	13.6	(0.7)
CAD	$20.3	$31.1
Mandatory debt repayments	—	—
CAD after mandatory debt repayments	$20.3	$31.1


Cash used for investing activities	($21.4)	($24.0)
Cash used for financing activities	($116.5)	($75.1)

(a) Capital expenditures exclude real estate development investments.

The following table provides supplemental cash flow data (in millions of dollars):


	Three Months Ended March 31,
	2025	2024

Real Estate Development Investments	($4.1)	($5.5)
Distributions to noncontrolling interests in consolidated affiliates	(1.9)	(1.7)

LIQUIDITY FACILITIES

2025 DEBT ACTIVITY

See Note 7 — Debt for additional information.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including changes in interest rates and commodity prices. 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 March 31, 2025, 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 March 31, 2025 was also $600 million. Refer to Note 8 — Derivative Financial Instruments and Hedging Activities for additional information regarding these interest rate swaps. 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 March 31, 2025 was $392.9 million compared to the $450.0 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 March 31, 2025 would result in a corresponding decrease/increase in the fair value of our fixed rate debt of approximately $21 million and $22 million, respectively.

We estimate the periodic effective interest rate on our long-term fixed and variable rate debt to be approximately 2.3% after consideration of interest rate swaps and estimated patronage 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 March 31, 2025:


(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)	—	6.08	%	—	5.93	%	5.98	%	—		5.99	%
Fixed rate debt:
Principal amounts	—	—		—	—		—		$450,000		$450,000		$392,895
Average interest rate (b)	—	—		—	—		—		2.75	%	2.75	%






Interest rate swaps:
Notional amount	—	$200,000		—	$200,000		$200,000		—		$600,000		$40,367
Average pay rate (b)	—	1.50	%	—	1.37	%	0.67	%	—		1.18	%
Average receive rate (c)	—	4.33	%	—	4.33	%	4.33	%	—		4.33	%

(a) Excludes estimated patronage refunds.

(b) Interest rates as of March 31, 2025.

Item 4. CONTROLS AND PROCEDURES

Rayonier Inc.

DISCLOSURE CONTROLS AND PROCEDURES

Rayonier’s 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 information required to be disclosed by the Company in reports filed under the Exchange Act, such as this quarterly report on Form 10-Q, is (1) recorded, processed, summarized and reported or submitted 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 quarterly report on Form 10-Q, 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 March 31, 2025.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

In the quarter ended March 31, 2025, based upon the evaluation required by Rule 13a-15(d) under the Exchange Act, 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 information required to be disclosed by Rayonier, L.P. in reports filed under the Exchange Act, such as this quarterly report on Form 10-Q, is (1) recorded, processed, summarized and reported or submitted 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.

Based on an evaluation of the Operating Partnership’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q, 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 March 31, 2025.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

In the quarter ended March 31, 2025, based upon the evaluation required by Rule 13a-15(d) under the Exchange Act, there were no changes in internal control over financial reporting that would materially affect or are reasonably likely to materially affect internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The information set forth in Note 10 — Contingencies and in Note 11 — Environmental and Natural Resource Damage Liabilities in the “Notes to Consolidated Financial Statements” under Item 1 of Part I of this report is incorporated herein by reference.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Rayonier Inc.

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 March 31, 2025, the Company issued 1,000 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the agreement of the Operating Partnership.

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 95,000 shares repurchased under this program in the first quarter of 2025. As of March 31, 2025, there was $297.4 million, or approximately 10,666,326 shares based on the period-end closing stock price of $27.88, remaining under this program. See the subsequent events section of Note 1 — Basis of Presentation for information regarding shares repurchased subsequent to March 31, 2025.

The following table provides information regarding our purchases of Rayonier common shares during the quarter ended March 31, 2025:


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)
January 1 to January 31	29	$26.20	—	11,476,664
February 1 to February 28	1,391	26.02	—	11,325,028
March 1 to March 31	95,000	27.61	95,000	10,666,326
Total	96,420		95,000

(a) Includes 1,420 shares repurchased to satisfy tax withholding obligations arising from the vesting of shares under the Rayonier Incentive Stock Plan. The repurchase price for each share was based on the Company’s common share closing price on the respective vesting dates.

(b) Purchases made in open-market transactions under the $300 million share repurchase program announced on December 2, 2024.

(c) Maximum number of shares authorized to be purchased under the new share repurchase program at the end of January, February and March are based on month-end closing stock prices of $26.14, $26.49, and $27.88, respectively.

Rayonier, L.P.

UNREGISTERED SALES OF EQUITY SECURITIES

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended March 31, 2025.

ISSUER REPURCHASES OF EQUITY SECURITIES

Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to redeem their units in the Operating Partnership for cash, or at our election, shares of Rayonier Common Stock on a one-for-one basis. During the quarter ended March 31, 2025, 1,000 units in the Operating Partnership held by limited partners were redeemed in exchange for shares of Rayonier Common Stock.

Item 5. 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 March 31, 2025, as such terms are defined under item 408(a) of Regulation S-K.

Item 6. EXHIBITS









10.1	Amendment Number Two Rayonier Investment and Savings Plan for Salaried Employees effective as of January 15, 2025, executed January 14, 2025*	Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2024 Form 10-K
10.2	Purchase and Sale Agreement, dated March 9, 2025, by and among Rayonier, L.P., Rayonier Operating Company LLC, Rayonier TRS Holdings Inc. and Taurus Forest Holdings Limited + ^	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
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
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
101	The following financial information from Rayonier Inc. and Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024 of Rayonier Inc.; (ii) the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 of Rayonier Inc.; (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2025 and 2024 of Rayonier Inc.; (iv) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 of Rayonier Inc.; (v) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024 of Rayonier, L.P.; (vi) the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 of Rayonier, L.P.; (vii) the Consolidated Statements of Changes in Capital for the Three Months Ended March 31, 2025 and 2024 of Rayonier, L.P.; (viii) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 of Rayonier, L.P.; and (ix) the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P.	Filed herewith
104	The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended March 31, 2025, formatted in Inline XBRL (included as Exhibit 101).	Filed herewith

* Management contract or compensatory plan.

+ Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Rayonier Inc. will furnish supplemental copies of any omitted schedules or exhibits to the U.S. Securities and Exchange Commission upon request.

^ Certain information has been omitted pursuant to Item 601(b)(2) of Regulation S-K. Rayonier Inc. will furnish supplemental copies of any omitted information to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants 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)

Date: May 2, 2025


						RAYONIER, L.P.

						By: RAYONIER INC., its sole general partner

			By:			/s/ APRIL TICE
						April Tice Senior Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer)

Date: May 2, 2025

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations ( Md&a )Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

10.1 Amendment Number Two Rayonier Investment and Savings Plan for Salaried Employees effective as of January 15, 2025, executed January 14, 2025* Incorporated by reference to Exhibit 10.31 to the Registrants December 31, 2024 Form 10-K 10.2 Purchase and Sale Agreement, dated March 9, 2025, by and among Rayonier, L.P., Rayonier Operating Company LLC, Rayonier TRS Holdings Inc. and Taurus Forest Holdings Limited + ^ Filed herewith 22.1 List of Guarantor Subsidiaries Incorporated by reference to Exhibit 22.1 to the Registrants June 30, 2022 Form 10-Q 31.1 Rayonier Inc. - Chief Executive Officers 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 Officers 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 Officers Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.4 Rayonier, L.P. - Chief Financial Officers 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

RYN 10-Q Quarter ended March 31, 2025

Exhibits