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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172023
OR
☐
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 1-6780Ryn logo.jpg

RAYONIER INC.
(Exact name of registrant as specified in its charter)
North Carolina1-678013-2607329
(State or other Jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)
IncorporatedRayonier, L.P.
(Exact name of registrant as specified in the State of North Carolina
I.R.S. Employer Identification No. 13-2607329its charter)
Delaware333-23724691-1313292
(State or other Jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)
1 RAYONIER WAY
YULEE,WILDLIGHT, FL 32097
(Principal Executive Office)
Telephone Number: (904) 357-9100
Securities registered pursuant to Section 12(b) of the Exchange Act,
all of which are registered on the New York Stock Exchange:
Common Shares
Securities registered pursuant to Section 12(g) of the Act: None
Title of each classTrading SymbolExchange
Common Shares, no par value, of Rayonier Inc.RYNNew York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YESxNORayonier Inc.    Yes☒NooRayonier, L.P.    Yes☒Noo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    
YESRayonier Inc.    Yeso NOx No☒Rayonier, L.P.    Yeso No☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YESxNORayonier Inc.    Yes☒NooRayonier, L.P.    Yes☒Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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).
YESx NORayonier Inc.    Yes☒Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.xRayonier, L.P.    Yes☒Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“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 filerxAccelerated Filer
☐Accelerated Filer☐Non-accelerated Filer
☒
Smaller Reporting Company
Accelerated filero
Non-accelerated filero
☐		Emerging Growth Company
Smaller reporting companyo
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Rayonier Inc. ☐Rayonier, L.P. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Rayonier Inc.    Yes☒NooRayonier, L.P.    Yes ☐No☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Rayonier Inc.    Yes ☐        No☒    Rayonier, L.P.    Yes ☐No☒    
Indicate by check mark whether any of these error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1 (b)
Rayonier Inc.    Yes ☐        No☒    Rayonier, L.P.    Yes ☐No☒    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YESoNOxRayonier Inc.    Yes ☐        No☒    Rayonier, L.P.    Yes ☐No☒    
The aggregate market value of the Common Shares of the registrant held by non-affiliates at the close of business on June 30, 20172023 was $3,694,658,677$4,620,553,842 based on the closing sale price as reported on the New York Stock Exchange.

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As of February 16, 2018, there were outstanding 129,084,186 2024, Rayonier Inc. had 148,639,783 Common Shares outstanding. As of the registrant.February 16, 2024, Rayonier, L.P. had 2,102,607 Units outstanding.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the 20182024 annual meeting of the shareholders of the registrant scheduled to be held May 17, 2018,16, 2024, are incorporated by reference in Part III hereof.


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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2023 of Rayonier Inc., a North Carolina corporation, and Rayonier, L.P., a Delaware limited partnership. Unless stated otherwise or the context otherwise requires, references to “Rayonier” or “the Company” mean Rayonier Inc. and references to the “Operating Partnership” mean Rayonier, L.P. References to “we,” “us,” and “our” mean collectively Rayonier Inc., the Operating Partnership and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating Partnership.

Rayonier Inc. has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2004. The Company is structured as an umbrella partnership REIT (“UPREIT”) under which substantially all of its business is conducted through the Operating Partnership. Rayonier Inc. is the sole general partner of the Operating Partnership. On May 8, 2020, Rayonier, L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”) and issued approximately 4.45 million operating partnership units (“OP Units” or “Redeemable Operating Partnership Units”) of Rayonier, L.P. as partial merger consideration. These OP Units are generally considered to be economic equivalents to Rayonier common shares and receive distributions equal to the dividends paid on Rayonier common shares.

As of December 31, 2023, the Company owned a 98.4% interest in the Operating Partnership, with the remaining 1.6% interest owned by limited partners of the Operating Partnership. As the sole general partner of the Operating Partnership, Rayonier Inc. has exclusive control of the day-to-day management of the Operating Partnership.

Rayonier Inc. and the Operating Partnership are operated as one business. The management of the Operating Partnership consists of the same members as the management of Rayonier Inc. As general partner with control of the Operating Partnership, Rayonier Inc. consolidates Rayonier, L.P. for financial reporting purposes, and has no material assets or liabilities other than its investment in the Operating Partnership.

We believe combining the annual reports of Rayonier Inc. and Rayonier, L.P. into this single report results in the following benefits:

•Strengthens investors’ understanding of Rayonier Inc. and the Operating Partnership by enabling them to view the business as a single operating unit in the same manner as management views and operates the business;
•Creates efficiencies for investors by reducing duplicative disclosures and providing a single comprehensive document; and
•Generates time and cost savings associated with the preparation of the reports when compared to preparing separate reports for each entity.

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



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

•Separate Consolidated Financial Statements for Rayonier Inc. and Rayonier, L.P.;
•A combined set of Notes to the Consolidated Financial Statements with separate discussions of per share and per unit information, noncontrolling interests and shareholders’ equity and partners’ capital, as applicable;
•A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes specific information related to each reporting entity;
•A separate Part II, Item 9A. Controls and Procedures related to each reporting entity;
•A separate Part II, Item 5. Market for the Registrant’s Common Equity; related Stockholder Matters and Issuer Purchases of Equity Securities section related to each reporting entity; and
•Separate Exhibit 31 and 32 certifications for each reporting entity within Part IV.

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TABLE OF CONTENTS
Item
  
Page
  PART I 
1. 
Business
1
1A. 
Risk Factors
13
1B. 
Unresolved Staff Comments
20
2. 
Properties
20
3. 
Legal Proceedings
24
4. 
Mine Safety Disclosures
24
  PART II 
5. 
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
25
6. 
Selected Financial Data
28
7. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
7A. 
Quantitative and Qualitative Disclosures about Market Risk
54
8. 
Financial Statements and Supplementary Data
56
9. 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
111
9A. 
Controls and Procedures
111
9B. 
Other Information
111
  PART III 
10. 
Directors, Executive Officers and Corporate Governance
112
11. 
Executive Compensation
112
12. 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
112
13. 
Certain Relationships and Related Transactions, and Director Independence
112
14. 
Principal Accounting Fees and Services
112
  PART IV 
15. 
Exhibits, Financial Statement Schedules
113
16. 
Form 10-K Summary
113
Item
  
Page
 PART I
1. 
1
1A. 
18
1B. 
25
1C.
25
2. 
26
3. 
30
4.
30
 PART II
5. 
31
6. 
33
7. 
34
7A. 
57
8. 
59
9. 
130
9A. 
130
9B. 
131
9C.
131
 PART III
10. 
132
11. 
132
12. 
132
13. 
132
14. 
132
 PART IV
15. 
133
16.
133
 



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PART I
When we referUnless 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,” “our,” “the Company,”and “our” mean collectively Rayonier Inc., the Operating Partnership and entities/subsidiaries owned or “Rayonier,” we meancontrolled by Rayonier Inc. and its consolidated subsidiaries.and/or the Operating Partnership. References herein to “Notes to Financial Statements” or “Note” refer to the combined Notes to the Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. included in Item 8 of this Report.


NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements in this document regarding anticipated financial outcomes, including Rayonier’sour earnings guidance, if any, business and market conditions, outlook, expected dividend rate, Rayonier’sour business strategies, including expected harvest schedules, timberland acquisitions sales of non-strategic timberlands,and dispositions, the anticipated benefits of Rayonier’sour business strategies, and other similar statements relating to Rayonier’sour 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 Factorsin this Annual Report on Form 10-K and similar discussions included in other reports that we subsequently file with the SEC,Securities and Exchange Commission (“SEC”), among others, could cause actual results or events to differ materially from the Company’sour 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 the Company undertakeswe undertake no duty to update itsour forward-looking statements except as required by law. You are advised, however, to review any subsequent disclosures the Company makeswe make on related subjects in its subsequent reports filed with the SEC.


Item 1.BUSINESS
Item 1.    BUSINESS
GENERAL
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the U.S. and New Zealand. The focus of our business is toWe invest in timberlands and to actively manage them to provide current income and attractive long-term returns to our shareholders. We conduct our business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole general partner. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading. As of December 31, 2017,2023, we owned, leased or managed approximately 2.62.7 million acres of timberlandstimberland and real estate located in the U.S. South (1.82(1.85 million acres), U.S. Pacific Northwest (378,000(418,000 acres) and New Zealand (410,000(421,000 gross acres, or 293,000297,000 net plantable acres). In addition, we engage in the trading of logs to Pacific Rim markets, predominantly from New Zealand and Australia to Pacific Rim markets, primarily to support our New Zealand export operations.operations; however, we also engage in log trading activities to these markets from the U.S. South and U.S. Pacific Northwest. We have an added focus to maximize the value of our land portfolio by pursuing higher and better use (“HBU”) land salessale opportunities.
We originated as the Rainier Pulp & Paper Company founded in Shelton, Washington in 1926. On June 27, 2014, Rayonier completed the tax-free spin-off of its Performance Fibers manufacturing business from its timberland and real estate operations, thereby becoming a “pure-play” timberland REIT. On May 8, 2020, Rayonier, L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”).
Under our REIT structure, we are generally not required to pay U.S. federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution, income, asset, shareholder and other tests. As of December 31, 20172023, Rayonier owns a 98.4% interest in the Operating Partnership and a corresponding portion of taxable income or loss. Certain operations are conducted through our taxable REIT subsidiaries (“TRS”) and subject to U.S. federal and state corporate income tax. As of December 31, 2023 and as of the date of the filing of this Annual Report on Form 10-K, we believe the Company is in compliance with all REIT tests.
Our U.S. timber operations are primarily conducted by our wholly-owned See Note 20 — Income Taxes for further discussion of REIT subsidiaries. Our New Zealand timber operations are conducted by Matariki Forestry Group, a majority-owned joint venture subsidiary (“New Zealand JV”). Ourand non-REIT qualifying operations, which are subject to corporate-level tax, are held by various taxable REIT subsidiaries. These operations include our log trading business and certain real estate activities, such as the sale and entitlementoperations.

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Our

The Company’s shares are publicly traded on the NYSE under the symbol RYN. We are a North Carolina corporation with executive offices located at 1 Rayonier Way, Yulee,Wildlight, Florida 32097. Our telephone number is (904) 357-9100.


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For information on sales and operating income by reportable segment and geographic region, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 4 — Segment and Geographical Information.
OUR COMPETITIVE STRENGTHS
We believe that we distinguish ourselves from other timberland owners and managersother alternative asset investments through the following competitive strengths:
Leading•Only Pure-Play Timberland REIT. We are differentiated from other publicly-traded timberland REITs in that we are invested exclusively in timberlands and real estate and do not own any pulp, paper or wood products manufacturing assets. We are the largest publicly-tradedonly publicly traded “pure-play” timberland REIT, which providesproviding our investors with a focused, large-scale timberland investment alternative without taking on the risksvehicle. We are differentiated from other timberland REITs in that we do not own any manufacturing assets, which reduces volatility in our earnings and volatility inherent in direct ownership of forest products manufacturing assets.
cash flow, and also enhances our ability to make nimble operational and portfolio management decisions to maximize shareholder value.
Located•Scale in Premier Softwood Growing Regions with Access to Strong Markets.Timber Markets.Our geographically diverse timberland holdings are strategically located in core softwood producing regions, including the U.S. South, U.S. Pacific Northwestmany of which have favorable supply-demand dynamics that translate to superior cash flow generation per acre and New Zealand.per ton compared to industry benchmarks and other timberland owners. Our most significant timberland holdings are located in the U.S. South, in close proximity to a variety of established pulp, paper, and wood products manufacturing facilities and export operations, which provide a steady source of competitive demand for both pulpwood and higher-value sawtimber products. Our Pacific Northwest and New Zealand timberlands benefit from strong domestic sawmillingsawmill markets and are located nearas well as access to nearby ports to capitalize on export markets serving the Pacific Rim.
Sophisticated Log Marketing Capabilities Serving Variousexports to Pacific Rim Marketsmarkets.
•Well-Positioned to Provide Land-Based Solutions. We conduct Our timberland portfolio is well-positioned to provide land-based solutions to support the transition to a log trading operation based in New Zealand that serves timberland owners in New Zealandlow-carbon economy. Specifically, we expect increased demand for (1) alternative and/or additional land uses, such as solar farms, wind farms, and Australia, providing access to key export markets in China, South Koreacarbon capture and India. This operation provides us with superior market intelligencestorage; (2) carbon offsets generated from the carbon sequestered through tree growth; and economies(3) wood fiber for bioenergy and biofuel applications. In particular, the location, scale, and geologic attributes of scale, both of which add value to our New Zealand timber portfolio. It also provides additional market intelligence that helps our Southern and Pacific Northwest export log marketing and contributes to the Company’s earnings and cash flows, with minimal investment.
Attractive Land Portfolio with Higher and Better Use Potential. We own approximately 200,000 acres of timberlands locatedassets in the vicinity of Interstate 95 primarily north of Daytona Beach, FL and south of Savannah, GA, some of which have the potential to transition to higher and better uses over time as market conditions support increased demand. These propertiesU.S. South provide us with select opportunities to add value toa competitive advantage in providing superior solutions for solar energy and carbon capture and storage. Select lands in our portfolio through real estate development activities, whichare also suitable for wind energy applications. We currently have solar, carbon capture and storage, and wind leases in place with high-caliber counterparties, and we believeexpect these and other new revenue streams associated with land-based solutions to grow in the future.
•Carbon Sequestration and Other Environmental Benefits of Our Forests.We expect that the environmental attributes of our forestry assets will allowplay an increasingly important role in creating value over time. Our timberlands absorb significantly more carbon than we emit in our operations and position us to periodically sell parcelscapitalize on the increasing demand for carbon solutions by companies, governments, and investors. Our trees not only remove carbon from the atmosphere through photosynthesis while growing, but after harvesting, a significant portion of the carbon removed from our forests remains stored for an extended period of time within the wood products produced from our timber. Further, our forests provide other environmental benefits—such land at favorable valuations relative to timberland valuesas supporting clean air, water and wildlife habitat—all while being sustainably managed through onecontinuous cycles of our taxable REIT subsidiaries.
growth and harvest.
Dedicated HBU•Proven Real Estate Platform with Established Track Record.Development Capabilities.We have a dedicated HBU platform led by an experienced team with an established track record of identifying and selling rural and developmentrecreational HBU properties across our U.S. South holdingsportfolio at strongsignificant premiums to timberland values. We maintain a detailed land classification analysis of our portfolio, which allows usalso have built differentiated in-house real estate development capabilities to identify the highest-value use of our lands and then capitalize on identified HBU opportunities through strategies uniquely tailored to maximize value, including selectively pursuingpursue land-use entitlements and selective investments in infrastructure improvements.
that create significantly higher developed real estate values on holdings near expanding urban areas. Our current real estate development activity primarily consists of two distinct projects—one north of Jacksonville, Florida and another south of Savannah, Georgia. In addition to these active projects, we have a multi-year pipeline of real estate development opportunities in Florida, Georgia, and Washington.
•Advantageous Structure and Conservative Capitalization.Under our REIT structure, we are generally not required to pay federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities, which allows us to optimize the value of our portfolio in a tax efficient manner. We also maintain a strong credit profile and have an investment grade debt rating. As of December 31, 2017, our net debt to enterprise value was 18%.ratings. We believe that our access to the public capital markets, advantageous REIT structure, and commitment to a conservative capitalization

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provide us with a competitive cost of capital and significantas well as the financial flexibility to pursue growth initiatives.
execute a nimble capital allocation strategy with a view towards building long-term value per share.



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OUR STRATEGY
Our business strategy consists of the following key elements:
Manage our•Own High-Quality Timberlands, onManaged with a Sustainable Yield Basis for Long-term Results.Long-Term Mindset.We generate recurring income and cash flow primarily from the harvest and sale of timber and intend to activelytimber. We carefully manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, generation of cash flow generation from harvesting activities, and responsible environmental stewardship. Our timber harvesting strategy is designed to produce a long-term, sustainable yield, which in turn contributes to relatively stable cash flows and timber inventory over time. We generally target annual harvest levels in line with our sustainable yield by segment, although we may adjust harvest levels periodically in response to then-current market conditions.
Apply Advanced Silviculture to Increase the Productivity of our Timberlands.We use our forestry expertise and disciplined financial approach to determine the appropriate silviculture programs and investments to maximize returns. This includes re-planting a significant portion of our harvested acres with improved seedlings we have developed through decades of research and cultivation. Over time, we expect these improved seedlings will result in higher volumes per acre and a higher value product mix.
Increase the Size and Quality of our Timberland Holdings through Acquisitions. We intend to selectively pursue timberland acquisition opportunities that improve the average productivity of our timberland holdings and support cash flow generation from our annual harvesting activities. We expect there will be an ample supply of attractive timberlands available for sale as a result of anticipated sales from a numberage-class variations in our portfolio or in response to market conditions.
•Active Portfolio Management. We seek to continually upgrade our portfolio through selective acquisitions and dispositions in an effort to concentrate our timberland holdings in markets with the strongest cash flow attributes and most favorable long-term growth prospects. Our strategy relies upon intensive analysis of Timberland Investment Management Organizations (“TIMOs”). Our acquisition strategy employs a disciplined approach withsupply and demand within localized timber markets, careful due diligence of regional timber inventory and site productivity, and comprehensive evaluation of potential HBU and land-based solutions upside. We seek to optimize our risk-adjusted returns by making calculated buy and sell decisions based on objective underwriting criteria and rigorous adherence to strategic and financial metrics. Generally, we expectWe further seek to focusmitigate risk and capitalize on synergy opportunities by focusing our acquisition efforts on the most commercially desirable timber-producing regions of the U.S. South, the U.S. Pacific Northwestin areas where we have existing operations and New Zealand, particularly on timberlands with a geographic distribution and age-class profile that are complementary to our existing timberland holdings. We acquired 90,000 acres of fee timberland in 2017, 111,000 acres in 2016, and 35,000 acres in 2015. Additionally, we acquired leases or forestry rights covering approximately 19,000 acres in 2017, 2,000 acres in 2016, and 2,000 acres in 2015.
proprietary market knowledge.
•Optimize our Portfolio Value.Value Through Differentiated Real Estate Platform.We continuously assess potential alternative usesevaluate the highest and best use of our timberlands, as some of our properties may become more valuable for development, residential, recreation or other purposes. We intendlands and seek to capitalize on such higher-valued uses by opportunistically monetizing HBU properties in our portfolio. Whileidentified opportunities through strategies uniquely tailored to maximize the majorityvalue of our HBU sales involvelands. Our real estate platform focuses on identifying and executing rural and recreational land,HBU property sales at significant premiums to our timberland hold value. In addition, we also selectively pursue various land-use entitlements and invest in infrastructure improvements on certain properties that are well-suited for residential, commercial, and industrial development in order to fully realize the enhancedtheir long-term value potential, of such properties. For selected development properties, we also invest in infrastructure improvements, such as roadways and utilities,well as to accelerate the marketability and improveenhance the value of such properties. We generally expect that sales ofour surrounding landholdings. Our rural and recreational HBU property willsales typically comprise approximately 1% to 1.5%2% of our Southern timberland holdings on an annual basis.
basis, while our current pipeline of development property sales is concentrated in two specific projects in the U.S. South known as Wildlight and Heartwood.
Focus on Timberland Operations•Unlock Asset Potential Through Land-Based Solutions.The opportunity to Support Cash Flow Generation. As described above, we rely primarily on annual harvesting activities and ongoing sales of HBU properties to generate cash flowprovide land-based solutions from our timberland holdings. However, we also periodically generate income and cash flow from the sale of non-strategic and/or non-HBU timberlands, in particular as we seek to optimize our portfolio by disposing of less desirable properties or to fund capital allocation priorities, including share repurchases, debt repayment or acquisitions. Our strategy is to limit reliance on planned sales of non-HBU timberlands to augmentsupport the transition to a low-carbon economy—including solar leases, carbon capture and storage leases, carbon offsets, and fiber for bioenergy—is rapidly expanding. We intend to engage in lease agreements, carbon projects, and other transactions that increase the cash flow generation and instead rely primarily on supporting cash flow fromnet present value of select properties that have the operation,requisite location, scale, geologic attributes, and/or other qualities to support these land-based solutions. To this end, we regularly assess our timberland portfolio to identify properties with land-based solutions potential, and we actively engage with credible counterparties to pursue value-enhancing transactions, generally with little to no incremental capital investment required by us.
•Pursue Nimble Approach to Capital Allocation. We believe in maintaining a nimble approach to capital allocation, recognizing that different opportunities will become available at different points in the business cycle. Our capital allocation philosophy is ingrained within our culture and employs a flexible, rather than sale,prescriptive, approach with a view towards building long-term value per share. We continuously evaluate a full range of capital allocation alternatives—including dividends, share buybacks, acquisitions, divestitures, debt reduction, and capital investments—to determine the optimal means to create value for our timberlands.shareholders, and we will opportunistically pivot our capital allocation priorities accordingly.
•Employ Best-in-Class Stewardship and Disclosure Practices. We believe this strategy will support the sustainability of our harvesting activities over the long term.
Promote Best-in-Class Disclosureare committed to responsible stewardship, environmentally and Responsible Stewardship.economically sustainable forestry, and positive climate change solutions. We intendare further committed to bebeing an industry leader in transparent disclosure, particularly relating to our timberland holdings, harvest schedules, timber inventory, age-class profiles, carbon footprint, and age-class profiles. In addition, we are committed to responsible stewardship and environmentally and economically sustainable forestry.other pertinent data regarding our long-term sustainability. We believe our continued commitment to transparency and

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around the stewardship of our assets and capital will allow us to maintain our timberlands’ productivity, more effectively attract and deploy capital, and further enhance our reputation as a preferred timber supplier.
industry supplier and employer.


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SEGMENT INFORMATION
As of December 31, 2023, Rayonier operatesoperated in five reportable business segments:
Southern Timber,
Pacific Northwest Timber,
New Zealand Timber,
Real Estate and Trading. The previously reported Timber Funds segment was liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022. As a result, disclosure of the Timber Funds segment results are not presented for 2023 or 2022, while 2021 results are presented for historical purposes. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 — Segment and Geographical Information for information on sales and operating income by reportable segment and geographic region.
Trading.TIMBER
TheOur timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber, and New Zealand Timber. Sales in the Timber segments reflect all activities related toinclude the harvesting of timber as well as other non-timber activities, including the leasing and other value-added activities, such as recreational licenses, within each respective geography. The New Zealand Timber segment also reflects any land sales that occur within our New Zealand portfolio.licensing of properties, land-based solutions, and carbon credit sales.
Our Real Estate segment reflects all U.S. land sales, which are reported in five sales categories:
Improved Development,
Unimproved Development,
Rural,
Non-Strategic / Timberlands, and
Large Dispositions.
The Trading segment reflects the log trading activities that primarily support our New Zealand operations.
DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD
We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at which we commence calculating our timber inventory for inclusion in our inventory tracking systems. The age at which we commence calculating our timber inventory is 10 years for our Southern timberlands, 20 years for our Pacific Northwest timberlands, and 20 years for our New Zealand timberlands. Our estimate of gross timber inventory is based on an inventory system that involves periodic statistical sampling and growth modeling. Periodic adjustments are made on the basis of growth estimates, harvest information, and environmental and operational restrictions. Gross timber inventory includes certain timber that we do not deem to be of a merchantable age as well as certain timber located in restricted, environmentally sensitive or economically inaccessible areas.
We define merchantable timber inventory as an estimate of timber volume beyond a specified age that approximates such timber’s earliest economically harvestable age. Our estimate includes certain timber located in restricted or environmentally sensitive areas based on an estimate of lawfully recoverable volumes from such areas. The estimate does not include volumes in restricted or environmentally sensitive areas that may not be lawfully harvested or volumes located in economically inaccessible areas. The merchantable age (i.e., the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, with the exception of Oklahoma which is 17 years, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30 years for Douglas-fir in our New Zealand timberlands.
Our estimated merchantable timber inventory changes over time as timber is harvested, as pre-merchantable timber transitions to merchantable timber, as existing merchantable timber inventory grows, as we acquire and sell timberland and as we periodically update our statistical sampling and growth and yield models. We estimate our merchantableOur timber inventory annuallyby product and age class for our Southern Timber segment is presented herein as of September 30, 2023 and does not reflect acquisitions or dispositions completed in the fourth quarter. For our Pacific Northwest Timber segment, our timber inventory by product and age class is presented as of September 30, 2023 on a pro forma basis adjusted for our 55,000-acre Large Disposition in Oregon completed in the fourth quarter. For purposes of calculating per unit depletion rates.rates for the subsequent year, we estimate our merchantable timber inventory as of December 31, including the impact of acquisitions and dispositions.
Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern Timberlands,timberlands, in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest Timberlands,timberlands, and in cubic meters (m3) in our New Zealand Timberlands.timberlands. For conversion purposes, one MBF and one m3 is equal to approximately 8.07.75 and 1.12 short green tons, respectively. For comparison purposes, we provide inventory estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as in short green tons.




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The following table sets forth the estimated volumes of merchantable timber inventory by location in short green tons as of September 30, 20172023 for the South and Pacific Northwest and as of December 31, 20172023 for New Zealand:Zealand. Merchantable timber inventory for the Pacific Northwest is presented on a pro forma basis adjusted for a 55,000-acre Large Disposition in Oregon completed in the fourth quarter:
(volumes in thousands of SGT)   
LocationMerchantable Inventory (a) %
South67,737
 74
Pacific Northwest7,282
 8
New Zealand16,452
 18
 91,471
 100
(volumes in thousands of SGT)
LocationMerchantable Inventory (a)%
South74,685 73 
Pacific Northwest9,541 9 
New Zealand17,717 18 
101,943 100 
(a)For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2017.
(a)For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2023.
We define sustainable yield as the average harvest level that can be sustained into perpetuity based on our estimates of biological growth and the expected productivity resulting from our reforestation and silvicultural efforts. Our estimated sustainable yield may change over time based on changes in silvicultural techniques and resulting timber yields, changes in environmental laws and restrictions, changes in the statistical sampling and estimates of our merchantable timber inventory, acquisitions and dispositions of timberlands, the expiration or renewal of timberland leases, casualty losses, and other factors. Moreover, our harvest level in any given year may deviate from our estimated sustainable yield due to variations in the age class of our timberlands, the product mix of our harvest (i.e., pulpwood versus sawtimber), our deliberate acceleration or deferral of harvest in response to market conditions, our thinning activity (in which we periodically remove some smaller trees from a stand to enhance long-term sawtimber potential of the remaining timber), or other factors. We estimated sustainable yield for each of our Timber segments as of December 31, 2023.
We manage our U.S. timberlands in accordance with the requirements of the Sustainable Forestry Initiative® (“SFI”) program. The timberland holdings of the New Zealand JVsubsidiary are certified under the Forest Stewardship CertificationCouncil® (“FSC”) program. Both. The majority of our New Zealand timberland holdings are also certified under the Programme for the Endorsement of Forest Certification (“PEFC”). All programs are a comprehensive systemsystems of environmental principles, objectives and performance measures that combine the perpetual growing and harvesting of trees with the protection of wildlife, plants, soil and water quality. Through application of our site-specific silvicultural expertise and financial discipline, we manage timber in a way that is designed to optimize site preparation, tree species selection, competition control, fertilization, timing of thinning and final harvest. We also have a genetic seedling improvement program to enhance the productivity and quality of our timberlands and overall forest health. In addition, non-timber income opportunities associated with our timberlands such as recreational licenses, as well as considerations for the future higher and better usesHBU of the land, and land-based solutions such as carbon sequestration and credit sales in our New Zealand Timber segment are integral parts of our site-specific management philosophy. All of these activities are designed to maximize value while complying with SFI, or FSC and FSCPEFC requirements.




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SOUTHERN TIMBER
As of December 31, 2017,2023, our Southern timberlands acreage consisted of approximately 1.821.85 million acres (including approximately 191,00093,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina Tennessee and Texas. Approximately two-thirds of this land supports intensively managed plantations of predominantly loblolly and slash pine. The other one-third of this land is too wet to support pine plantations, but supports productive natural stands primarily consisting of natural pine and a variety of hardwood species. Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands was 86 million tons and 68 million tons, respectively, as of September 30, 2017. We estimate that the sustainable yield of our Southern timberlands, including both pine and hardwoods, is approximately 5.96.8 to 6.37.2 million tons annually. We expect that the average annual harvest volume of our Southern timberlands over the next five years (2018(2024 to 2022)2028) will be generally within this range.in line with our sustainable yield. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yieldand Item 1A — Risk Factors.
In 2017,2023, we acquired approximately 101,0003,500 acres of timberland (including 11,000 acres of leased lands) in the Southern region. For additional information, see Note 34 — Timberland Acquisitions.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 89 million tons and 75 million tons, respectively, as of September 30, 2023. The following table provides a breakdown of our Southern timberlands acreage and timber inventory by product and age class as of September 30, 2017 (inventory volumes are estimated at December 31 to calculate a depletion rate for the upcoming year):2023:
(volumes in thousands of SGT)            
Age Class 
Acres
(000’s)
 Pine Pulpwood Pine Sawtimber Hardwood Pulpwood Hardwood Sawtimber Total
Pine Plantation            
 0 to 4 years (a) 229
 —
 —
 —
 —
 —
 5 to 9 years 203
 —
 —
 —
 —
 —
 10 to 14 years 243
 10,738
 1,331
 29
 —
 12,098
 15 to 19 years 281
 13,074
 4,845
 116
 3
 18,038
 20 to 24 years 169
 6,581
 6,108
 101
 2
 12,792
 25 to 29 years 67
 2,280
 3,236
 95
 2
 5,613
 30 + years 46
 1,213
 2,798
 92
 3
 4,106
Total Pine Plantation 1,238
 33,886
 18,318
 433
 10
 52,647
Natural Pine (Plantable) (b) 47
 507
 906
 895
 207
 2,515
Natural Mixed Pine/Hardwood (c) 548
 4,278
 6,971
 15,186
 3,908
 30,343
Forested Acres and Gross Inventory 1,833
 38,671
 26,195
 16,514
 4,125
 85,505
Plus: Non-Forested Acres (d) 68
          
Gross Acres 1,900
          
Less: Pre-Merchantable Age Class
Inventory (e)
 (12,651)
Less: Volume in Environmentally
Sensitive/Legally Restricted Areas		 (5,117)
Merchantable Timber Inventory 67,737
(volumes in thousands of SGT) (a)
Age ClassAcres
(000’s)		Pine PulpwoodPine SawtimberHardwood PulpwoodHardwood SawtimberTotal
Pine Plantation
0 to 4 years (b)291 — — — — — 
5 to 9 years203 — — — — — 
10 to 14 years187 6,974 1,695 43 — 8,712 
15 to 19 years237 12,287 6,118 136 1 18,542 
20 to 24 years205 8,167 8,236 158 4 16,565 
25 to 29 years66 2,278 4,147 89 3 6,517 
30 + years49 1,325 3,701 154 3 5,183 
Total Pine Plantation1,238 31,031 23,897 580 11 55,519 
Natural Pine (Plantable) (c)36 291 577 754 221 1,843 
Natural Mixed Pine/Hardwood (d)556 5,020 6,757 14,876 4,879 31,532 
Forested Acres and Gross Inventory1,830 36,342 31,231 16,210 5,111 88,894 
Plus: Non-Forested Acres (e)69 
Gross Acres1,899 
Less: Pre-Merchantable Age Class
Inventory (f)		(9,445)
Less: Volume in Environmentally
Sensitive/Legally Restricted Areas		(4,764)
Merchantable Timber Inventory74,685 
(a)0 to 4 years includes clearcut acres not yet replanted.
(b)Consists of natural stands that are convertible into pine plantations once harvested.
(c)Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.
(d)Includes roads, rights of way and all other non-forested areas.
(e)Includes inventory that is less than 15 years old or less than 17 years old in Oklahoma.

(a)Table presented as of September 30, 2023 and does not include acquisitions or dispositions completed in the fourth quarter.
(b)0 to 4 years includes clearcut acres not yet replanted.
(c)Consists of natural stands that are convertible into pine plantations once harvested.
(d)Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.
(e)Includes roads, rights of way and all other non-forested areas.
(f)Includes inventory that is less than 15 years old in all states except for Oklahoma where the standard is less than 17 years old.



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PACIFIC NORTHWEST TIMBER
As of December 31, 2017,2023, our Pacific Northwest timberlands consisted of approximately 378,000418,000 acres located in Oregon and Washington, of which approximately 291,000311,000 acres were designated as productive acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions. These timberlands primarily comprise second and third rotation western hemlock and Douglas-fir, as well as a small amount of other softwood species, such as western red cedar. A small percentage also consists of natural hardwood stands of predominantly red alder. In the Pacific Northwest, rotation ages typically range from 35 to 50 years. Our product mix in the Pacific Northwest is heavily weighted to sawtimber, which is sold to domestic wood products facilities as well as exported primarily to Pacific Rim markets.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands was 2,773 MMBF and 911 MMBF, respectively, as of September 30, 2017. We estimate that the sustainable yield of our Pacific Northwest timberlands is approximately 180160 to 185 MMBF (or 1.41.25 to 1.45 million tons) annually. We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2018(2024 to 2022)2028) will be approximately 160 MMBF (or 1.3 million tons).generally in line with our sustainable yield. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yieldand Item 1A — Risk Factors.
In 2017,2023, we acquired approximately 481400 acres of timberlands in the Pacific Northwest region. For additional information, see Note 34 — Timberland Acquisitions. In addition, we closed on a 55,000-acre Large Disposition in Oregon for $242.2 million. See Item 7 — Results of Operations and for additional information.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 2,388 MMBF and 1,231 MMBF, respectively, as of September 30, 2023, on a pro forma basis adjusted for the 55,000-acre Large Disposition in Oregon completed in the fourth quarter. The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2017 (inventory volumes are estimated at December 312023, presented on a pro forma basis to calculateexclude acreage and timber inventory sold in the Large Disposition:
(volumes in MBF, except as noted) (a)
Age ClassAcres (000’s)Softwood
Pulpwood (f)		Softwood
Sawtimber (f)		Total (f)
Commercial Forest
0 to 4 years (b)29 — — — 
5 to 9 years36 — — — 
10 to 14 years37 — — — 
15 to 19 years42 — — — 
20 to 24 years33 34,290 79,499 113,789 
25 to 29 years28 36,666 192,992 229,658 
30 to 34 years39 81,561 534,056 615,617 
35 to 39 years43 83,300 701,410 784,710 
40 to 44 years13 21,289 252,962 274,251 
45 to 49 years4 7,431 78,051 85,482 
50+ years3 6,031 55,960 61,991 
Total Commercial Forest307 270,568 1,894,930 2,165,498 
Non-Commercial Forest (c)4 3,517 21,372 24,889 
Productive Forested Acres311 
Restricted Forest (d)82 26,344 171,468 197,812 
Total Forested Acres and Gross Inventory393 300,429 2,087,770 2,388,199 
Plus: Non-Forested Acres (e)25 
Gross Acres418 
Less: Pre-Merchantable Age Class Inventory(959,329)
Less: Restricted Forest Inventory(197,812)
Total Merchantable Timber1,231,058 
Conversion factor for MBF to SGT7.75 
Total Merchantable Timber (thousands of SGT)9,541 
(a)Table presented as of September 30, 2023 and is presented on a depletion ratepro forma basis adjusted for the upcoming year):55,000-acre Large Disposition in Oregon.
(b)0 to 4 years includes clearcut acres not yet replanted.
(c)Includes non-commercial forests with limited productivity.
(d)Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
(e)Includes roads, rights of way, and all other non-forested areas.
(f)Includes a minor component of hardwood in red alder and other species.

(volumes in MBF, except as noted)        
 Age Class Acres (000’s) 
Softwood
Pulpwood (e)
 
Softwood
Sawtimber (e)
 Total
Commercial Forest        
 0 to 4 years (a) 36
 —
 —
 —
 5 to 9 years 41
 —
 —
 —
 10 to 14 years 41
 —
 —
 —
 15 to 19 years 25
 —
 —
 —
 20 to 24 years 23
 29,126
 68,060
 97,186
 25 to 29 years 36
 67,850
 314,490
 382,340
 30 to 34 years 43
 100,424
 604,403
 704,827
 35 to 39 years 21
 51,129
 352,134
 403,263
 40 to 44 years 8
 20,104
 137,970
 158,074
 45 to 49 years 4
 11,834
 82,347
 94,181
 50+ years 7
 23,701
 180,537
 204,238
Total Commercial Forest 285
 304,168
 1,739,941
 2,044,109
Non-Commercial Forest (b) 6
 6,664
 46,111
 52,775
Productive Forested Acres 291
 
 
 
Restricted Forest (c) 66
 82,508
 593,794
 676,302
Total Forested Acres and Gross Inventory 357
 393,340
 2,379,846
 2,773,186
Plus: Non-Forested Acres (d) 21
      
Gross Acres 378
      
Less: Pre-Merchantable Age Class Inventory (1,185,516)
Less: Restricted Forest Inventory (676,302)
Total Merchantable Timber 911,368
Conversion factor for MBF to SGT 7.99
Total Merchantable Timber (thousands of SGT) 7,282
(a)0 to 4 years includes clearcut acres not yet replanted.
(b)Includes non-commercial forests with limited productivity.
(c)Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
(d)Includes roads, rights of way, and all other non-forested areas.
(e)Includes a minor component of hardwood in red alder and other hardwood species.



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NEW ZEALAND TIMBER
As of December 31, 2017,2023, our New Zealand timberlands consisted of approximately 410,000421,000 acres (including approximately 231,000233,000 acres of leased lands), of which approximately 293,000297,000 acres (including approximately 158,000 acres of leased lands) were designated as productive or plantation acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions. The leased acres are generally leased through long-term arrangements including Crown Forest Licenses (“CFLs”), forestry rights and other leases. Rotation ages typically range from 25 to 30 years for pine plantations. Our New Zealand timberlands serve a domestic sawmilling market and also provide export logs to Pacific Rim markets.
Our New Zealand timber operations are conducted by Matariki Forestry Group, a joint venture with Phaunos Timber Fund Limited. The Company maintainsStafford Capital Partners Limited (the “New Zealand subsidiary”). We maintain a controlling financial interest of 77% in the New Zealand JVsubsidiary and, accordingly, consolidatesconsolidate the New Zealand JV’ssubsidiary’s balance sheet and results of operations. The minority owner’s interest in the New Zealand JVsubsidiary and its earnings are reported as noncontrolling interest in our financial statements. Rayonier’s wholly-owned subsidiary, Rayonier New Zealand Limited (“RNZ”), serves as the manager of the New Zealand JV.subsidiary. For additional information, see Note 75 — Joint Venture InvestmentNoncontrolling Interests.
We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands were both 14.7 million cubic meters as of December 31, 2017. We estimate that the sustainable yield of our New Zealand timberlands is approximately 2.1 to 2.4 million cubic meters (or 2.52.4 to 2.7 million tons) annually. We expect that the average annual harvest volume of our New Zealand timberlands over the next five years (2018(2024 to 2022)2028) will be generally in line with our sustainable yield.yield range. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yieldand Item 1A — Risk Factors.
In 2023, we acquired approximately 1,000 acres of leased lands in New Zealand. For additional information, see Note 4 — Timberland Acquisitions.
We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands were both 15.9 million cubic meters as of December 31, 2023. The following table provides a breakdown of our New Zealand timberlands acreage and timber inventory by product and age class as of December 31, 2017 (inventory volumes at December 31 are used to calculate a depletion rate for the upcoming year):2023:
(volumes in thousands of m3, except as noted)
      
Age Class Acres (000’s) Pulpwood Sawtimber Total
Radiata Pine        
 0 to 4 years (a) 54
 —
 —
 —
 5 to 9 years 45
 —
 —
 —
 10 to 14 years 46
 —
 —
 —
 15 to 19 years 52
 —
 —
 —
 20 to 24 years 45
 1,652
 7,101
 8,753
 25 to 29 years 12
 525
 1,987
 2,512
 30 + years 4
 243
 650
 893
 Total Radiata Pine 258
 2,420
 9,738
 12,158
Other (b) 35
 1,282
 1,249
 2,531
Forested Acres and Merchantable Timber Inventory 293
 3,702
 10,987
 14,689
Conversion factor for m3 to SGT
       1.12
Total Merchantable Timber (thousands of SGT)       16,452
Plus: Non-Productive Acres (c) 117
      
Gross Acres 410
      
(volumes in thousands of m3, except as noted)
Age ClassAcres (000’s)Pulpwood (d)Sawtimber (d)Total (d)
Radiata Pine
0 to 4 years (a)69 — — — 
5 to 9 years41 — — — 
10 to 14 years44 — — — 
15 to 19 years40 — — — 
20 to 24 years53 1,909 7,086 8,995 
25 to 29 years18 675 3,623 4,298 
30 + years2 119 389 508 
Total Radiata Pine267 2,703 11,098 13,801 
Other (b)30 921 1,135 2,056 
Forested Acres and Merchantable Timber Inventory297 3,624 12,233 15,857 
Conversion factor for m3 to SGT
1.12 
Total Merchantable Timber (thousands of SGT)17,717 
Plus: Non-Productive Acres (c)124 
Gross Acres421 
(a)0 to 4 years includes clearcut acres not yet replanted.
(b)Includes primarily Douglas-fir age 30 and over.
(c)Includes natural forest and other non-planted acres.

(a)0 to 4 years includes clearcut acres not yet replanted.
(b)Includes primarily Douglas-fir age 30 and over.
(c)Includes natural forest and other non-planted acres.
(d)Includes timber located in environmentally sensitive areas.



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CARBON CREDITS
The New Zealand subsidiary participates in the New Zealand Emissions Trading Scheme (“ETS”), which was designed to reduce emissions in New Zealand. The ETS helps to reduce emissions by requiring businesses to measure and report on their greenhouse gas emissions and surrender one emissions unit (“NZU” or “carbon credit”) to the government for each metric tonne of emissions. The New Zealand Government sets and reduces the number of units supplied into the scheme over time, which will limit the overall quantity of emissions to meet New Zealand’s emissions reduction targets.
Businesses who participate in the New Zealand ETS can buy and sell units from each other, with pricing driven by supply and demand in the scheme. As of December 31, 2023, the New Zealand subsidiary held 2,368,301 NZUs with respect to timberlands designated as post-1989 forests. These units were received for net carbon sequestered between 2008 and 2018 and from subsequent units acquired during 2019 and 2021. As of December 31, 2023, 415,608 NZUs have a surrender obligation in relation to the 2022 Final Emissions Return, of which 166,152 NZUs will be surrendered and the rest will be settled through a Fixed Price Option cash payment as allowed by the ETS. See Note 23 — Other Assets for information about our cost basis in carbon credits. See Note 3 — Revenue for information about the sale of carbon units.
REAL ESTATE
All of our U.S. and New Zealand land sales, including HBU and non-HBU, are reported in our Real Estate segment. We report our Real Estate sales in fivesix categories:
•Improved Development,
•Unimproved Development,
•Rural,
•Timberland & Non-Strategic, / Timberlands, and
•Large Dispositions.Dispositions, and
•Conservation Easements
The Improved Development category comprises properties sold for development for which Rayonier,we, through a taxable REIT subsidiary, hashave invested in site improvements such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.
The Unimproved Development category comprises properties sold for development for which Rayonier has obtained entitlements butwe have not invested in site improvements.
The Rural category comprises properties sold in rural marketsreal estate sales (excluding development sales) representing a demonstrable premium above timberland value.

The Timberland & Non-Strategic category includes U.S. and New Zealand real estate sales representing little to buyers interestedno premium to timberland value and generally comprising less productive assets that are deemed non-core to our operations. Timberland & Non-strategic sales are effectuated in the property for rural residentialordinary course of business to improve our portfolio or recreational use.in response to unsolicited offers.
The Non-Strategic / Timberlands category includes: 1) sales of non-core timberlands that do not meet our strategic criteria, 2) sales of core timberlands for which we obtain attractive values, and 3) sales of properties to conservation interests that wish to preserve the land for habitat, public recreation, natural growth, buffer zones or other environmental purposes.
The Large Dispositions category includes sales of productive timberland assets that exceed $20 million in size and do not havereflect a demonstrable premium relative to timberland value. Proceeds from Large Dispositions are generally used to fund capital allocation priorities, which includesuch as share repurchases, debt repayment or acquisitions. Sales designated as Large Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash Available for Distribution (“CAD”). See Item 7 — Performance and Liquidity Indicators for the definition of Adjusted EBITDA and CAD.
We maintain a detailed land classification analysis for all of our timberland and HBU acres. The vast majority of our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or, in the case of Improved Development properties, prior to improvement.
Conservation Easements are the sale of development rights, which preclude future development on the underlying land but reserve our rights to continue to grow and harvest timber.


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TRADING
Our Trading segment primarily reflects log trading activities in New Zealand and Australia conducted by our New Zealand JV.subsidiary. Our Trading segment complements the New Zealand Timber segment by providing added market intelligence, increasing the scale of export operations and achieving cost savings that directly benefit the New Zealand Timber segment. It also providesThis additional market intelligence that helpsalso benefits our Southern and Pacific Northwest export log marketing.marketing efforts.
Trading activities are broadly categorized as either managed export services or procured logs. For managed export services, theOur New Zealand JV does not take title to the log cargo butsubsidiary conducts export sales through a joint venture, which arranges sales shipping and export documentation services for other forest owners for an agreed commission.agency fee. The New Zealand subsidiary, in turn, provides support services on a cost recovery basis to the joint venture. Through the use of the joint venture, we are able to increase scale efficiencies, market presence and cost savings in both the Timber and Trading segments.
In addition to our direct export business, we also engage in log trading activities, which generally involve the procurement of third-party logs in order to gain scale efficiencies in our export operations. For procured logs, the New Zealand JVsubsidiary buys logs directly from other forest owners at New Zealand ports and exports them in its own name.through an agency agreement with the export service joint venture. Income from this business is generated by achieving a sales margin over the purchase price of the procured logs. Revenue generated from procured log sales reflects the full sales price of the logs and is recorded as timber sales within the Trading segment. The New Zealand JVsubsidiary, through the Trading segment, also purchases standing timber from time to time, whereby it manages the harvest and sale of the logs for approximately one to three years. The Trading segment generally utilizes a managed export service arrangement for logs sourced from third parties outsideIn these instances, the cost of standing timber is capitalized as an asset on the Consolidated Balance Sheets and recognized as non-depletion cost of sales when sold.
In 2023, New Zealand and generally utilizes a procured log arrangement for logs sourced from third parties within New Zealand. For managed export services, Trading segment revenues reflect only the commission earned on the sale. For procured log sales, Trading segment revenues reflect the full sales price of the logs.


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In 2017, Tradingtrading volume from both managed export services and procured log sales was approximately 1.8 million JAS cubic meters of logs. Approximately 846,000 JAS cubic meters of logs were sourced from outside New Zealand, primarily Australia, of which 85% were undertaken through managed export service arrangements. Approximately 873,000 JAS cubic meters of logs307,000 tons. Of this volume, approximately 274,000 tons were purchased directly from third parties in New Zealand, through procured log arrangements, with 52% purchased18,000 tons were sourced from two key suppliers. Additionally, 105,000 JAS cubic metersoutside New Zealand (primarily Australia), and the remaining 15,000 tons were harvested from stumpage purchases.purchases and managed harvest arrangements. Approximately 35%91% of third-party purchases in New Zealand were purchased at spot prices, with the New Zealand JVsubsidiary thereby assuming some price risk on subsequent resale. The remaining 65%9% were purchased on a fixed margin basis, with the New Zealand JV therebysubsidiary earning either a fixed percentage of the net export revenue or a spread on the resale price irrespective of subsequent price fluctuations. The New Zealand JVsubsidiary generally seeks to mitigate its risk of loss on procured logs by securing export orders prior to or concurrent with its spot purchases of logs.
FOREIGN SALES AND OPERATIONS
Sales from non-U.S. operations originate fromoccur in our New Zealand Timber, Trading and TradingReal Estate segments and comprised approximately 49%25% of consolidated 20172023 sales. See Note 42 — Segment and Geographical Information for additional information.


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COMPETITION
TIMBER
Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the principal method of competition. In New Zealand, there are fourfive other major private timberland owners accounting for approximately 37%32% of New Zealand planted forests.
The following table provides an overview of certain major competitors in each of our Timber segments:
SegmentCompetitors
SegmentCompetitors
Southern Timber (a)Weyerhaeuser Company
CatchMark Timber TrustPotlatchDeltic
Hancock Timber Resource GroupManulife Investment Management Timberland and Agriculture Inc.
Resource Management Service
Forest Investment Associates
Campbell GlobalJ.P. Morgan Asset Management
Pacific Northwest Timber (a)Weyerhaeuser Company
Hancock Timber Resource GroupManulife Investment Management Timberland and Agriculture Inc.
Green Diamond Resource Company
Campbell GlobalJ.P. Morgan Asset Management
Port Blakely Tree Farms
Pope Resources
State of Washington Department of Natural Resources
Bureau of Indian Affairs
New Zealand (b)Hancock Natural Resource GroupManulife Investment Management Timberland and Agriculture Inc.
Kaingaroa Timberlands
Ernslaw One
OneFortyOne Plantations
New Forests
(a)    In addition to the competitors listed, we also compete with numerous other large and small privately held timber companies.
(b)The New Zealand JV competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic and export markets, predominantly China, South Korea and India. Logs supplied into Asian markets also compete with export supply from other regions, including Russia and North America.


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(b)The New Zealand subsidiary competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic and export markets, predominantly China, South Korea and India. Logs supplied into Asian markets also compete with export supply from other regions, including Europe and North America.
REAL ESTATE
In our Real Estate business, we compete with other owners of entitled and unentitled properties. Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers.
TRADING
Our log trading operations are primarily based out of New Zealand and performed by our New Zealand JV.subsidiary. The New Zealand market remains very competitive with over 2010-15 entities competing for export log supply at different ports across the country. We are one of the larger log trading companies in the region with access to multiple export ports and a range of different export markets.
CUSTOMERS

In 2017,2023, we closed on a 55,000-acre Large Disposition to Manulife Investment Management on behalf of clients for $242.2 million, representing approximately 23% of consolidated sales. There were no other individual customercustomers (or group of customers under common control) who represented 10% or more of 2017 consolidated sales. As such, there is not a significant risk thatsales during the lossyear.



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Table of one customer would have a material adverse effect on our results of operations.Contents


SEASONALITY
Across all our segments, results are normally not impacted significantly by seasonal changes. However, particularlysignificant wet weather in areas of our Southern Timber operations can hinder access for harvesting, thereby temporarily reducing supply in the affected areas and generally strengthening prices. Conversely, extended dry weather in an area tends to suppress prices as timber is more accessible for harvesting.
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS

We are subject to federal, state and local laws and regulations in the United States and New Zealand that could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act, New Zealand Resource Management Act, New Zealand Health and Safety At Work Act and various other environmental and safety laws and regulations. Our operations also are subject to various international trade agreements, tariffs, taxes and regulations. While we believe that we are in compliance in all material respects with all applicable governmental regulations, current governmental regulations may change or become more stringent or unforeseen events may occur, any of which could have a material adverse effect on our financial position or results of operations.

We are aware of hazardous substances at a former sawmill site located in Port Gamble, Washington, which we acquired as part of our acquisition of Pope Resources. We have been identified as a “potentially liable party” at the Port Gamble site and are presently working on cleanup and remediation under the Washington Model Toxics Control Act, as well as the federal Comprehensive Environmental Response, Compensation and Liability Act programs. We have determined that a liability has been incurred and that the amount of the loss can reasonably be estimated. Accordingly, we have accrued amounts on our balance sheet for losses related to this site. Compliance with environmental laws and regulations and our remedial environmental obligations historically have not had a material impact on our operations, and we are not aware of any proposed regulations or remedial obligations that could trigger significant costs or capital expenditures in connection with such compliance.

We have elected to be taxed as a REIT for U.S. federal tax purposes pursuant to the Internal Revenue Code of 1986 and related U.S. Treasury regulations and administrative guidance (“REIT Requirements”). We monitor and test our compliance with all REIT Requirements and believe that we are in compliance in all material respects with all such current requirements. In the event we are not in compliance, or in the event current REIT Requirements change in such a way as to preclude our continuing qualification as a REIT, such events could have a material adverse effect on our financial position or results of operations.

Compliance with government regulations, including environmental regulations, has not had, and based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on our capital expenditures, earnings or competitive position. However, laws and regulations may be changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon our company and which could negatively impact our operating results. See Item 1A — Risk Factors.

PORT GAMBLE ENVIRONMENTAL REMEDIATION
In the merger with Pope Resources, we acquired the town of Port Gamble, Washington. Portions of this property require environmental remediation under federal and state environmental laws, and remediation activities are currently ongoing. As such, we have recognized environmental liabilities associated with Port Gamble. For additional information on our environmental liabilities see Note 10 — Commitments and Note 12 — Environmental and Natural Resource Damage Liabilities.
The sections below provide a history of the environmental matters in Port Gamble, Washington:
Discovery and Initial Actions
In Port Gamble, Washington, hazardous substances were previously discovered requiring environmental remediation under federal and state environmental laws. The real estate subject to environmental remediation requirements was the location of a sawmill operated by Pope & Talbot, Inc. (“P&T”) from 1853 to 1995. P&T continued to lease various portions of the site for its operations until 2002. During the time P&T operated in Port Gamble, it also conducted shipping, log storage, and log transfer operations in the tidal and subtidal waters of Port Gamble Bay, some of which were under a lease from the Washington State Department of Natural Resources (“DNR”) that lasted from 1974 to 2004. P&T’s operations resulted in the release of hazardous substances that impacted the upland and submerged portions of the site. These substances include various hydrocarbons, cadmium, and toxins associated with wood waste and the production of wood products.

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Following the mill closure, the Washington State Department of Ecology (the “DOE”) began to examine the environmental conditions at Port Gamble. Under Washington law, both Pope Resources and P&T were considered by the DOE to be “potentially liable persons” (“PLPs”); Pope Resources because of its ownership of certain portions of the site, and P&T because of its historical ownership and operation of the site. P&T and Pope Resources entered into a settlement agreement in 2002 that allocated responsibility for environmental contamination at the townsite, millsite, a solid waste landfill, and adjacent water to Pope Resources, with P&T assuming responsibility for funding cleanup in the Port Gamble Bay and the other areas of the site that were impacted by its historical operations.
In 2005, both Pope Resources and P&T received Environmental Excellence Awards from DOE for their work in remediating the contamination that had existed at the Port Gamble townsite and landfill. DOE also issued letters to both parties in 2006 indicating that the agency expected to take no further action regarding conditions at those portions of the site. Pope Resources continued cleaning up the remaining contamination at the millsite. By late 2005, the millsite portion of the site had largely been cleaned and the remaining aspects of that project consisted of test well monitoring and modest additional remediation. The Port Gamble Bay area and related tidelands, for which P&T was responsible under the parties’ settlement agreement, had not yet been remediated. In 2007, P&T filed for bankruptcy protection and was eventually liquidated, leaving Pope Resources as the only remaining PLP. Because environmental liabilities are joint and several as between PLPs, the result of P&T’s bankruptcy was to leave the liability with Pope Resources as the only remaining solvent PLP.
In-water Cleanup
Beginning in 2010, DOE began to reconsider its expectations regarding the level of cleanup that would be required for Port Gamble Bay, largely because of input from interested citizens and groups, one of the most prominent being the Port Gamble S’Klallam Tribe. In response to input from these groups, DOE adopted remediation levels that were far more stringent than either DOE or Pope Resources had contemplated previously. In December 2013, Pope Resources and DOE entered into a consent decree that included a cleanup action plan (“CAP”) requiring the removal of docks and pilings, excavation and backfilling of intertidal areas, subtidal dredging and monitoring, and other specific remediation steps. The construction phase of the cleanup of the Port Gamble Bay area and related tidelands began in September 2015 and the in-water portion of the cleanup was completed in January 2017.
Millsite Cleanup
With the in-water portion of the cleanup completed, there was expected to be relatively modest cleanup activity on the millsite and a monitoring period. In February 2018, Pope Resources and DOE entered into an agreed order with respect to the millsite under which Pope Resources performed a remedial investigation and feasibility study (“RI/FS”), which it submitted to DOE for review in January 2019. Following the finalization of the RI/FS, Pope Resources worked with DOE to develop a CAP. As with the in-water portion of the project, the CAP will define the scope of the remediation activity for the millsite. The consent decree, which includes the CAP, was entered in Kitsap County Superior Court on November 25, 2020.
Natural Resources Damages
In addition to the cleanup costs discussed previously, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover natural resource damages (“NRD”). Similar to cleanup responsibility, liability for NRD can attach to a property owner simply because an injury to natural resources resulted from releases of hazardous substances on the owner’s property, regardless of culpability for the release. Trustees have alleged that Pope Resources had NRD liability because of releases that occurred on its property. Prior to the merger with Rayonier, Pope Resources began negotiations with the Trustees for the purpose of identifying NRD restoration projects. Those negotiations are ongoing and may ultimately result in agreement as to requested mitigation activities.
For additional information see Item 1A — Risk Factors.
RESEARCH AND DEVELOPMENT
The research and development activities of our timber operations include geneticgenetics and tree improvement, soils and seedling improvement, growthproduction, biometrics and growth/yield, modeling,environmental sustainability (including protection of water, biodiversity, and applied silvicultural programs to identify management practices that will improve financial returns from our timberlands.threatened and endangered (“T&E”) species), and carbon and climate impact. We also contribute to research cooperatives that undertake forestry research and development.


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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
David L. Nunes, 56,62, Mr. Nunes has more than three decades of timber industry experience, and today serves as Rayonier’s Chief Executive Officer. He joined the Companycompany in June 2014 as Chief Operating Officer, and shortly thereafter assumed the role of President and CEO following the Company’sRayonier’s spin-off of its Performance Fibers business. Prior to joining the Company, Mr. NunesRayonier, he served as President and CEO of Pope Resources/Olympic Resource Management from 2002 to 2014. He joined Pope Resources in 1997 as director of portfolio management, working with third-party investors and timberland owners to develop and manage timberland investment portfolios.management. The following year, he was named Vice President of portfolio development,Portfolio Development, and then served two years as Senior Vice President of acquisitions and portfolio development before being named President and COO in 2000. Previously Mr. Nunes spent nine years with the Weyerhaeuser Company, joining the organization in 1988 as a business analyst and advancing through a number of leadership roles to become directorDirector of corporate strategic planning. During his time with Weyerhaeuser, he gained extensive experience involving export log sales and marketing, timberland acquisitions, mergers and acquisitions, and capital planning.Corporate Strategic Planning. Mr. Nunes holds a Bachelors of Arts andin Economics from Pomona College and an MBA from the Tepper School of Business at Carnegie Mellon University. On October 30, 2023, Mr. Nunes notified the Company that he will retire from his role as CEO, effective March 31, 2024.
Mark D. McHugh, 42,48,Mr. McHugh was appointed President and Chief Financial Officer in January 2023, having previously served as Senior Vice President and Chief Financial Officer since joining Rayonier in December 2014. Mr. McHugh has over 20 years of experience in finance and capital markets, focused primarily on the forest products and REIT sectors. He was previouslyjoined Rayonier from Raymond James, where he served as Managing Director in the firm’s Real Estate Investment Banking group, atresponsible for the firm’s timberland and agriculture sector coverage. Prior to Raymond James, where he worked since 2008. Prior to joining Raymond James, Mr. McHugh was a Director in the Paper & Forest Products Group atInvestment Banking division of Credit Suisse where he workedin New York and Los Angeles from 2000 to 2008.2008, focused on the paper and forest products sectors. Throughout his career, he has provided a wide range of strategic and financial counsel to various publicly traded paper, forest products, and real estate companies. Mr. McHugh received hisholds a B.S.B.A. in Finance from the University of Central Florida and hisa JD from Harvard Law School. Mr. McHugh has been appointed by the Board as Mr. Nunes’ successor and will become President and Chief Executive Officer, effective April 1, 2024.


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Douglas M. Long, 47,53,Mr. Long was appointed toExecutive Vice President and Chief Resource Officer in January 2023, having previously served as Senior Vice President, U.S. Operations inForest Resources since December 2015. He was named Vice President, U.S. Operations in November 2014. Prior to such appointment, Mr. Long servedoversees Rayonier’s global forestry operations, as Director, Atlantic Region, U.S. Forest Resources.well as emerging business opportunities associated with land-based solutions. He joined the CompanyRayonier in 1995 as a GIS Forestry Analyst and has held multiple positions of increasing responsibility within the forestry division.division prior to his most recent roles, including Vice President, U.S. Operations from November 2014 to December 2015 and Director, Atlantic Region, U.S. Forest Resources from March 2014 to November 2014. Mr. Long holds bachelor’s and master’s degrees in Forest Resources and Conservation from the University of Florida.
Christopher T. Corr, 54,60,Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President, Real Estate & Public AffairsDevelopment and President, Raydient LLC. Prior to joining Rayonier, he served as Executive Vice President, Buildings and Places for AECOM from 2008 to 2013. Prior to that, Mr. Corr held various positions with The St. Joe Company between 1998 and 2008, most recently as Executive Vice President.President and Chief Strategy Officer. From 1992 to 1998, Mr. Corr was a senior manager with The Walt Disney Company, where he was a key member of the team that developed the visionary town of Celebration near Orlando, Florida. From 1990-1992,1990 to 1992, Mr. Corr served as an elected member of the Florida House of Representatives. HeMr. Corr holds a Bachelor of Arts degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at University of Pennsylvania.
Mark R. Bridwell, 55,61,Mr. Bridwell was appointed Senior Vice President, General Counsel and Corporate Secretary in March 2023. He was previously promoted to Vice President and General Counsel in June 2014, and shortly thereafter, assumed the additional role of Corporate Secretary in March 2015. Mr. Bridwell previously served as Assistant General Counsel for Land Resources from 2012 to June 2014 and Associate General Counsel for Timber and Real Estate from 2009 to 2012. He joined the CompanyRayonier in 2006 as Associate General Counsel for Performance Fibers. In 2009, he became Associate General Counsel for Timber and Real Estate and in 2012 was promoted to Assistant General Counsel for Land Resources. Prior to joining Rayonier, Mr. Bridwell served as counsel for six years at Siemens Corporation. Previously,Prior to the Siemens Corporation, he was an attorney for five years with the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson.Geraldson for five years. Mr. Bridwell hasholds a B.S.B.A. in Finance from the University of Central Florida, and both an MBA and JD from Emory University.


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Shelby L. Pyatt, 47,53,Ms. Pyatt was namedappointed Senior Vice President, Human Resources and Information Technology in March 2023, having previously served as Vice President, Human Resources and Information Technology since October 2015. Prior to this, she served as Vice President, Human Resources from July 2014. Ms. Pyatt2014 to October 2015, Director, Compensation, Benefits and Employee Services from 2009 to July 2014 and Director, Compensation and Employee Services from 2006 to 2009. She joined Rayonier in 2003 as Manager, Compensation and became Director, Compensation and Employee Services in 2006. She was named Director, Compensation, Benefits and Employee Services in 2009 before being promoted to her current position, where she now also oversees IT.Compensation. Prior to joining Rayonier, Ms. Pyatt held human resources positions with CSX Corporation and Barnett Bank. Ms. Pyatt holds a bachelor’s degree in Business Management.
W. Rhett Rogers, 41,47, Mr. Rogers was appointed toSenior Vice President, Portfolio Management in March 2023 having previously served as Vice President, Portfolio Management since February 2017. In this position, heMr. Rogers oversees the Company’s acquisition and disposition activities, including Rural HBU and non-strategic land sales, as well as its land information systems function. He joined Rayonier in 2001 as a District Technical Forester, and has held numerous rolesmultiple positions of increasing responsibility most recently as Director, Land Asset Management before being promoted to his current position.within the Company. Mr. Rogers holds a BSBachelor of Science in Forestry from Louisiana Tech University, and both an MBA and MS in Forest Resources from Mississippi State University.
EMPLOYEE RELATIONSApril J. Tice, 50, Ms. Tice was appointed Vice President and Chief Accounting Officer in April 2021, having previously served as Vice President, Financial Services and Corporate Controller. In this position, she acts as the Company’s principal accounting officer. She joined Rayonier in 2010 as Manager, General Ledger, and has held multiple positions of increasing responsibility within the finance and accounting departments. Prior to joining Rayonier, Ms. Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private companies located in Florida. Ms. Tice holds a Bachelor of Fine Arts from Florida State University and a Master of Accountancy with a tax concentration from the University of North Florida. Ms. Tice is a Certified Public Accountant in the State of Florida. In connection with Mr. Nunes’ retirement and the Company’s leadership transition, Ms. Tice will assume the position of Senior Vice President and Chief Financial Officer, effective April 1, 2024.
HUMAN CAPITAL
Rayonier is committed to creating an engaging and rewarding employee experience, as well as making safety a priority in everything we do.
Our Culture and Employee Retention
We currently employ approximately 334 people,view our culture as an asset and believe that fostering a positive and healthy work environment is critical to achieving our goals of which approximately 250 arebeing the preferred employer in the United States.forestry industry and retaining key talent. We believe relationsactively promote open communication and information sharing across the organization, while also empowering our employees to take initiative and contribute their ideas. This approach ensures team members feel valued, engaged and capable of making a meaningful impact.
Every two years we conduct a formal company-wide employee survey to provide anonymous feedback to management. Survey results are benchmarked against our third-party provider’s global database, shared with employees and also reviewed with our Board of Directors to help set non-financial goals for management.
The recruitment, retention and development of employees is essential to our success. We aim to provide employees with opportunities to build skills and grow professionally, while also offering competitive compensation commensurate with an individual’s experience, knowledge and performance. Our compensation packages consist of a base salary and an annual bonus. We also use targeted equity-based grants with a multiyear vesting schedule to help promote the retention of personnel and an ownership mentality across our organization. Our comprehensive benefits package includes medical, dental, vision, life, accident, disability and paid parental and caregiver leave. We also offer a health savings account, a dependent care spending account and an employee assistance plan. Our 401(k) retirement savings plan includes company matching contributions as well as enhanced retirement contributions.
Employee Development
We provide a robust training and development program that encompasses a variety of learning methods to cater to diverse needs. This includes micro and on-demand learning for quick and targeted skill upgrades, alongside traditional classroom programs for more in-depth learning. We also emphasize professional growth through our coaching and mentoring program. For those seeking broader experience, we offer cross-functional assignments and a specialized job rotation program designed for early career foresters. We also provide a tuition reimbursement program, which reimburses 80% of the costs of approved degree programs.


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Workplace Safety
Safety is a way of life and a cornerstone of Rayonier’s culture — our key guiding principle is that all of our employees and contractors should return home safely each day. To that end:
•We employ a systematic, four-pronged approach to developing and assimilating our safety principles: set goals, communicate effectively, identify preventive measures and provide proper tools and training.
•We conduct meetings throughout our organization addressing key safety issues.
•We offer a variety of mandatory and optional safety courses each year in areas such as: defensive driving, proper chainsaw use, ATV safety, CPR certifications and first aid, emergency evacuation, slips, trips and falls, overhead hazards, fire prevention, internal reporting of safety incidents, general forestry requirements and various other safety topics.
Rayonier achieved our goal in 2023—we had zero fatalities or significant incidents, and everybody went home safe, every day. Our commitment to maintaining a safe working environment has not only safeguarded lives, but has also contributed to the overall success of our organization and industry. It is through adherence to safety protocols and constant vigilance that we have created a workplace where everyone feels secure and supported.
We generally engage contractors to perform a number of critical functions, such as the planting of trees and the harvesting and hauling of logs. Our safety management programs are designed to use a collaborative approach to focus on both employee and contractor safety. For our employees, driving is generally deemed to be the most hazardous activity associated with our business given the geographic dispersion of our assets. However, for our contracted workforce, activities associated with tree felling, extraction of logs and log transportation are the most critical risk areas.
In New Zealand, workplace safety is regulated by the Health and Safety at Work Act 2015. Our safety management program includes both contractors and employees pursuant to local laws. Regulations incorporating contractor safety do not exist in the U.S. In line with our goal to provide an accident-free workplace for everyone, we have taken steps to promote safe work practices among our contractor workforce. Our safety program focuses on establishing an open dialogue about safety issues with contractors. The program includes safety alerts, tailgate meetings on safety topics, education on best management practices, and our near miss/incident reporting program. We now require all contractors to have an active written safety program in place before working on our property. In 2023, 798 safety near miss reports were submitted and 1,133 contractor safety meetings were conducted.
Employee Wellness
Our employee wellness program, Stay Strong, is designed to promote the overall health and well-being of our employees by providing education, resources, and a financial investment in our employees’ wellness. Stay Strong employs a comprehensive approach centered on four key areas: Health and Well-Being, Financial Wellness, Work-Life Balance and Emotional Health. This includes a comprehensive benefits package, flexible work arrangements and generous paid time off as well as specific workshops and programs tailored to locations.


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Inclusion and Belonging
Rayonier is focused on promoting an inclusive workforce as we believe this plays an integral role in maintaining an engaging employee experience. As of December 31, 2023, we had 438 employees, 341 in the U.S. and 97 in New Zealand.

The following charts provide a breakdown of Rayonier’s demographics as of December 31, 2023:
Human Capital Charts - 1.29.24 v2.jpg

We seek to have an inclusive workforce and have initiated actions to develop a diverse pipeline of qualified candidates. To this end, alongside other initiatives, we have assembled an internal team to further enhance and improve our efforts around promoting an inclusive culture where all employees are satisfactory.supported, empowered and valued. This team will guide policy objectives within our organization and identify initiatives to help improve inclusivity within the broader forestry industry.
AVAILABILITY OF REPORTS AND OTHER INFORMATION
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Securities Exchange Act of 1934 are made available to the public free of charge in the Investor Relations section of our website, www.rayonier.com, shortly after we electronically file such material with, or furnish them to, the Securities and Exchange Commission (“SEC”).SEC. Our corporate governance guidelines and charters of all committees of our board of directors are also available on our website. The information on the Company’sour website is not incorporated by reference into this annual reportAnnual Report on Form 10-K.




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Item 1A.    RISK FACTORS
Item 1A.RISK FACTORS
Our operations are subject to a number of risks. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in this Annual Report on Form 10-K. If any of the events described in the following risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.
ECONOMIC RISK FACTORS
A sustained increase in the rate of inflation, a persistent period of heightened inflation and monetary policy responses to the inflationary environment could negatively affect our stock price, results of operations and financial condition.
The acceleration of inflation in the United States and global economies, should it persist, could adversely affect us. In particular, increases in the cost and availability of labor for us and our contractors could increase our costs, compress our margins and impact harvest levels. In addition, increases in energy and fuel costs could affect our results of operations. Energy costs are a significant operating expense for logging and hauling contractors who support us and the customers of our standing timber. A continued rapid rise in energy costs could have a negative effect on the cost and availability of such contractors. Additionally, rapidly rising energy costs may have a negative impact on the cost of ocean freight for our exported products. Moreover, our selling, general and administrative costs could increase. More generally, an increase in inflation and interest rates could have an adverse impact on our cost of capital, which could impact the value of our long-lived assets, our ability to economically acquire additional assets, the cost of debt and the value of our equity. One of the factors that may influence the price of our common shares is our annual dividend yield as compared to the yields on other financial instruments. An increase in market interest rates could cause increases in discount rates and, accordingly, a decline in property values and total returns for timberland assets. Thus, an increase in market interest rates could result in higher yields on other financial instruments and could adversely affect the relative attractiveness of an investment in our equity and, accordingly, the trading price of our common shares. These macroeconomic factors impacting us are beyond our control and could have a material adverse effect on our business, financial condition, results of operations and the value of our equity.
We are exposed to the cyclicality of the markets in which we operate and other factors beyond our control, which could adversely affect our results of operations.
Some of the industries in which our end-use customers participate, such as the construction and home building industries, the global pulp, packaging and paper industries and the real estate industry, are cyclical in nature, exposing us to risks beyond our control, including general macroeconomic conditions, both in the U.S. and globally, as well as local economic conditions.
In our Timber segments, the level of new residential construction activity, and, to a lesser extent,including home repair and remodeling activity, is the primary driver of sawtimber demand. In addition, demand for logs can be affected by the demand for wood chips in the pulp and paper and engineered wood products markets, as well as the bio-energy production markets. The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic conditions, inflation, interest rates, credit availability, population growth, weather conditions, geopolitical tensions and other factors. Changes in global economic conditions, such as new timber supply sources and changes in currency exchange rates, foreign interest rates and foreign and domestic trade policies, can also negatively impact demand for our timber and logs. In addition, the industries in which theseour customers participate are highly competitive and may experience overcapacity or reductions in demand, all of which may affect demand for and pricing of our products. For example, the supply of timber and logs has historically increased during favorable pricing environments, which then causes downward pressure on prices, and can have an adverse effect on our business.
In our Real Estate segment, our inability to sell our HBU properties at attractive prices could have a significant effect on our results of operations. Demand for real estate can be affected by the availability of capital, changes in interest rates, availability and terms of financing, conditions in the credit markets generally, changes in governmental agencies, developers,changes in developer confidence, actions by conservation organizations, individuals and others seeking to purchase our timberlands,actions by anti-development organizations, our ability to obtain land use entitlements and other permits necessary for our development activities, local real estate market economic conditions, competition from other sellers of land and real estate developers, the relative illiquidity of real estate investments, employment rates, new housing starts, population growth, demographics and federal, state and local land use, zoning and environmental protectionsprotection laws or regulations (including any changes in laws or regulations). In addition, changes in investor interest in purchasing timberlands could reduce our ability to execute sales of non-strategic timberlands.
These macroeconomic and cyclical factors impacting our operations are beyond our control and, if such conditions deteriorate, or do not continue to improve, could have an adverse effect on our business.


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The industries in which we operate are highly competitive.
The markets in which we operate are highly competitive, and we compete with companies that have substantially greater financial resources than we do in each of these businesses. The competitive pressures relating to our Timber segments are primarily driven by quantity of product supply and quality of the timber offered by competitors in the domestic and export markets, each of which may impact pricing. With respect to our Real Estate segment, we compete with other owners of entitled and unentitled properties. Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers. The markets in which our Trading segment operates are very competitive with numerous entities competing for export log supply at different ports across New Zealand.
Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflicts and geopolitical tensions.
The global economy has been negatively impacted by the military conflicts between Russia and Ukraine, as well as in the Middle East. The duration and outcomes of these conflicts and their residual effects are uncertain. Global log and lumber markets have exhibited increased volatility as sanctions have been imposed on Russia by the United States, the United Kingdom and the European Union in response to Russia’s invasion of Ukraine. Additionally, the conflict and related hostilities in the Middle East have increased the potential for disruptions to shipping in the Red Sea, affected the cost and availability of ocean freight providers and elevated US military operations in the region. While we do not expect our operations to be directly impacted by these conflicts at this time, changes in the cost of ocean freight, and changes in global wood and commodity flows, especially energy commodities, could impact the markets in which we operate, which may in turn negatively impact our business, results of operations, supply chain and financial condition. In addition, the effects of the ongoing conflicts could heighten certain of our other known risks described herein.
OPERATIONAL RISK FACTORS
Weather, climate change and other natural conditions may limit our timber harvest and sales.
Weather conditions, and extreme events,changes in timber growth cycles, and restrictionslimitations on access (for example, due to prolonged wet conditions) and other factors, including damage by fire, insect infestation, disease, prolonged drought and natural disasters such as wind storms and hurricanes, may limit harvesting of our timberlands. Changes in the diversity of plants and trees due to fluctuations in temperature and rainfall patterns, could adversely impact the long-term growing conditions in our forests. The volume and value of timber that can be harvested from our timberlands may be reduced by any such occurrence and other causes beyond our control. As is typical in the forestry industry, we do not maintain insurance for any loss to our timber, including losses due to fire and these other causes. These and other factors beyond our control could reduce our timber inventory and accordingly, our sustainable yield, thereby adversely affecting our financial results and cash flows.


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Entitlement and development of real estate entail a lengthy, uncertain and costly governmental approval process, which could adversely affect our ability to grow the businesses in our Real Estate segment.
Entitlement and development of real estate entail extensive approval processes involving multiple regulatory jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state and local governing and regulatory bodies. For example, in Florida, real estate projects must generally comply with the provisions of the Community Planning Act and local land use, zoning and development regulations. In addition, development projects in Florida that exceed certain specified regulatory thresholds (and are not located in a jurisdiction classified as a dense urban land area) may require approval pursuant to specialized Comprehensive Plan evaluation and process standards. Compliance with these and other regulations and standards is more time intensive and costly and may require additional long range infrastructure review and approvals which can add to project cost. In addition, development of properties containing delineated wetlands may be affected by revisions to the definition of wetlands subject to state and/or federal regulation and may require one or more permits from the U.S. federal government and/or state and local governmental agencies. Any of these issues can materially affect the cost, timing and economic viability of our real estate projects.
The Moreover, the real estate entitlement process is frequently a political one, which involves uncertainty and often extensive negotiation and concessions in order to secure and maintain the necessary approvals and permits. In the U.S., a significant amount of our development property is located in countiesjurisdictions in which local governments face challenging issues relating to growth and development, including zoning and future land use, public services, water availability, transportation and other infrastructure, concurrency requirements, affordable housing, land conservation efforts, and funding for same, and the requirements of state law, especially in the case of Florida under the Community Planning Act process standards.law. In addition, anti-development groups are active, especially in Florida and Washington, in filing litigation to oppose particular entitlement activities and development projects, and in seeking legislation and other anti-development limitations on real estate development activities. We expect this type of anti-development activity to continue in the future.
Issues affecting
Entitlement and development of real estate developmentare also include the availability of potable water for new development projects. For example, the Georgia Legislature enacted the Comprehensive Statewide Watershed Management Planning Act, which, among other things, created a governmental entity called the Georgia Water Council which was charged with preparing a comprehensive water management plan for the statesubject to lengthy, uncertain and presenting itcostly implementation processes. Large-scale developments may involve commitments from government agencies or third parties related to the Georgia Legislature. It is unclear at this time howdelivery of infrastructure improvements (such as roads, bridges, sidewalks, water, sewer and other utilities), the plan will affect the costcertainty and timing of real estate development along the southern Georgia coast, where the Company has significant timberland holdings with downstream real estate development potential. Concerns about the availabilitywhich are outside of potable water also exist in certain Florida counties, which could impact future growth opportunities.our control.

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Changes in the laws, or interpretation or enforcement thereof, regarding the use and development of real estate, changes in the political composition of state and local governmental bodies and the identification of new facts regarding our properties could lead to new or greater costs, and delays and liabilities that could materially adversely affect our business, profitability or financial condition.
Changes in energy and fuel costs could affect our results of operations and financial condition.
Energy costs are a significant operating expense for our logging and hauling contractors and for the contractors who support the customers of our standing timber. Energy costs can be volatile and are susceptible to rapid and substantial increases or decreases due to factors beyond our control, such as changing economic conditions, political unrest, instability in energy-producing nations, and supply and demand considerations. Although the price of oil has recently decreased, increases in the price of oil could adversely affect our business, financial condition and results of operations. In addition, an increase in fuel costs, and its impact on the cost and availability of transportation for our products, both domestically and internationally, and the cost and availability of third-party logging and hauling contractors, could have a material adverse effect on the operating costs of our contractors and our standing timber customers, as well as in defining economically accessible timber stands. Such factors could in turn have a material adverse effect on our business, financial condition and results of operations, particularly in our Timber segments and Trading segment.


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We depend on third parties for logging and transportation services and increases in the costs or decreases in the availability of quality service providers could adversely affect our business.
Our Timber segments depend on logging and transportation services provided by third parties, both domestically and internationally, including by railroad, trucks and/or ships. If any of our transportation providers were to fail to deliver timber supply or logs to our customers in a timely manner, or were to damage timber supply or logs during transport, we may be unable to sell it at full value, or at all. DuringTight job markets have increased the global financial crisisdifficulty and subsequent downturncost of attracting and retaining sufficient skilled labor for logging and transportation. Accordingly, our timber harvesting volumes and realized margins have been negatively impacted in U.S. housing starts,certain markets. As demand for timber harvest volumes declined significantly. As a result, many logging contractors, particularly cable logging operators in the western U.S., permanently shut down their operations. As harvest levels have returned to higher levelsaccelerated with the recovery in U.S. and New Zealand housing starts this shortageduring and following the COVID-19 pandemic, the lack of adequate supply of logging contractors has resulted in sharp increases in logging costs and in the availability of logging contractors.at times slowed deliveries. It is expected that the supply of qualified logging contractors will be impacted by the availability and cost of debt financing for equipment purchases as well as a sufficient supplythe limited availability of adequately trained loggers. AsShould demand for housing starts continue to recover,remain elevated, harvest levels are expected tomay further increase, placing more pressure on the existing supply of logging contractors. Any significant failure or unavailability of third-party logging or transportation providers, or further increases in transportation rates, labor rates and/or fuel costs, may result in higher logging costs or the inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost. Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business.

We are subject to risks associated with doing business outside of the U.S.
Although the majority of our customers are in the U.S., a significant portion of our sales are to end markets outside of the U.S., including China, South Korea, Japan, Taiwan, India, Vietnam and New Zealand. The export of our products into international markets results in risks inherent in conducting business pursuant to international laws, regulations and customs. We expect that international sales will continue to contribute to future growth. The risks associated with our business outside the U.S. include:
•changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which our products are sold;
•responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;
•trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements;
•continuing negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest products imports into China in connection with trade tensions between China and the U.S.;
•business disruptions arising from public health crises and outbreaks of communicable diseases, especially in China;
•business disruptions arising from geopolitical tensions, especially between China and the United States;
•difficulty in establishing, staffing and managing non-U.S. operations;
•product damage or losses incurred during shipping;
•potentially negative consequences from changes in or interpretations of tax laws;
•economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations; and
•uncertainties regarding non-U.S. judicial systems, rules and procedures; and
uncertainties regarding changes in trade policies under consideration by the current presidential administration.
These risks could adversely affect our business, financial condition and results of operations.




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Our estimates of timber inventories and growth rates may be inaccurate, include risks inherent to such estimates and maywhich could impair our ability to realize expected revenues.
We rely upon estimates of merchantable timber inventories (which include judgments regarding inventories that may be lawfully and economically harvested), timber growth rates and end-product yields when acquiring and managing working forests. These estimates, which are inherently inexact and uncertain in nature, are central to forecasting our anticipated timber revenues and expected cash flows. Growth rates and end-product yield estimates are developed using statistical sampling, harvest results and growth and yield modeling, in conjunction with industry research cooperatives and by in-house forest biometricians, using measurements of trees in research plots spread across our timberland holdings. The growth equations predict the rate of height and diameter growth of trees so that foresters can estimate the volume of timber that may be present in thea tree stand at a given age. Tree growth varies by species, soil type, geographic area, and climate. InappropriateErrors in or inappropriate application of growth equations in forest management planning may lead to inaccurate estimates of future volumes. If the assumptions we rely upon change or these estimates are inaccurate, our ability to manage our timberlands in a sustainable or profitable manner may be diminished, which may cause our results of operations and our stock price to be adversely affected.
Our businesses are subject to extensive environmental laws and regulations that may restrict or adversely affect our ability to conduct our business.
Environmental laws and regulations are constantly changing and are generally becoming more restrictive. Laws, regulations and related judicial decisions and administrative interpretations affecting our business are subject to change, and new laws and regulations are frequently enacted. These changes may adversely affect our ability to harvest and sell timber, remediate contaminated properties and/or entitle real estate. These laws and regulations may relate to, among other things, the protection of timberlands and endangered species, recreation and aesthetics, protection and restoration of natural resources, surface water quality, timber harvesting practices, and remedial standards for contaminated property and groundwater. Over time, the complexity and stringency of these laws and regulations have increased and the enforcement of these laws and regulations has intensified. For example, the U.S. Environmental Protection Agency (“EPA”) has pursued a number of initiatives that, if implemented, could impose additional operational and pollution control obligations on industrial facilities like those of Rayonier’s customers, especially in the area of air emissions and wastewater and stormwater control. Similarly, recent legislation in Oregon will ultimately result in the addition of significant buffers and riparian management zones adjacent to streams, the effect of which will be to reduce the areas within which we may harvest. In addition, as a result of certain judicial rulings and state and federal initiatives, including some that would require timberland operators to obtain permits to conduct certain ordinary course forestry activities, silvicultural practices on our timberlands could be impacted in the future. Environmental laws and regulations will likely continue to become more restrictive and over time could adversely affect our business, financial condition and results of operations.
If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be adversely affected. We are required to seek permission from government agencies in the states and countries in which we operate to perform certain activities related to our properties. Any of these agencies could delay review of, or reject, any of our filings. In our Southern Timber, Pacific Northwest Timber and New Zealand Timber segments, any delay associated with a filing could result in a delay or restriction in replanting, thinning, insect control, fire control or harvesting, any of which could have an adverse effect on our operating results. For example, in Washington State, we are required to file a Forest Practice Application for each unit of timberland to be harvested. These applications may be denied, conditioned or restricted by the regulatory agency. Actions by the regulatory agencies could delay or restrict timber harvest activities pursuant to these permits. Delays or harvest restrictions on a significant number of applications could have an adverse effect on our operating results.
Environmental groups and interested individuals may seek to delay or prevent a variety of operations. We expect that environmental groups and interested individuals will intervene with increasing frequency in the regulatory processes in the states and countries where we own, lease or manage timberlands. For example, in Washington State, environmental groups and interested individuals may appeal individual forest practice applications or file petitions with the Forest Practices Board to challenge the regulations under which forest practices are approved. These and other challenges could materially delay or prevent operations on our properties. For example, interveners at times may bring legal action in Florida in opposition to entitlement and change of use of timberlands to commercial, industrial or residential use. Delays or restrictions due to the intervention of environmental groups or interested individuals could adversely affect our operating results. In addition to intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. Any threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to

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modify or invest in our real estate. Among the remedies that could be enforced in a lawsuit is a judgment preventing or restricting harvesting on a portion of our timberlands.


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Third-party operators may create environmental liabilities. We lease and/or grant easements across some of our properties to third-party operators for the purpose of operating communications towers, generating renewable energy (wind and solar), operating pipelines for the transport of gases and liquids, conducting carbon capture and storage operations and exploring, extracting, developing and producing oil, gas, rock and other minerals. These activities are subject to federal, state and local laws and regulations. These operations may also create risk of environmental liabilities for an unlawful discharge of oil, gas, chemicals or other materials into the air, soil or water. Generally, these third-party operators indemnify us against any such liability, and we require that they maintain liability insurance.insurance to the extent practical to do so. However, if for any reason our third-party operators are not able to honor their obligations to us, or if the required insurance is not in effect, then it is possible that we could be responsible for costs associated with environmental liabilityliabilities caused by such third-party operators.
The impact of existing regulatory restrictions on future harvesting activities may be significant. U.S. federal, state and local laws and regulations, as well as those of other countries, which are intended to protect threatened and endangered species, as well as waterways and wetlands, limit and may prevent timber harvesting, road building, our participation in markets for carbon offsets and carbon storage and other activities on our timberlands. Restrictions relating to threatened and endangered species apply to activities that would adversely impact a protected species or significantly degrade its habitat. The size of the restricted area varies depending on the protected species, the time of year and other factors, but can range from less than one acre to several thousand acres. A number of species that naturally live on or near our timberlands, including, among others, the northern spotted owl, marbled murrelet, several species of salmon and trout in the Pacific Northwest, and the red cockaded woodpecker, red hills salamander, Louisiana pine snake and eastern indigo snake in the Southeast, are protected under the Federal Endangered Species Act (the “ESA”) or similar U.S. federal and state laws. A significant number of other species such as the southeastern gopher tortoise and certain species of southern pine snake are currently under review for possible protection under the ESA. As we gain additional information regarding the presence of threatened or endangered species on our timberlands, or if other regulations, such as those that require buffers to protect water bodies, become more restrictive, the amount of our timberlands subject to harvest restrictions could increase.
We formerly owned or operated or may own or acquire timberlands or properties that may require environmental remediation or otherwise be subject to environmental and other liabilities. We owned or operated manufacturing facilities and discontinued operations that we do not currently own, and we may currently own or may acquire timberlands and other properties in the future that are subject to environmental liabilities, such as remediation of soil, sediment and groundwater contamination and other existing or potential liabilities. In connection with the spin-off of our Performance Fibers business in 2014, and pursuant to the related Separation and Distribution Agreement between us and Rayonier Advanced Materials, Rayonier Advanced Materials has assumed any environmental liability of ours in connection with the manufacturing facilities and discontinued operations related to the Performance Fibers business and has agreed to indemnify and hold us harmless in connection with such environmental liabilities. However, in the event we seek indemnification from Rayonier Advanced Materials, we cannot provide any assurance that a court will enforce our indemnification right if challenged by Rayonier Advanced Materials or that Rayonier Advanced Materials will be able to fund any amounts for indemnification owed to us. In addition, the cost of investigation and remediation of contaminated timberlands and properties that we currently own or acquire in the future could increase operating costs and adversely affect financial results. We could also incur substantial costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting our operations or requiring corrective measures, installation of pollution control equipment or other remedial actions), clean-up and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws and regulations related to such timberlands or properties.
The industriesWe rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential information, such as personally identifiable information. Although we operate are highly competitive.
The markets in which we operate are highly competitive, and we compete with companies that have substantially greater financial resources than we do in each of these businesses. The competitive pressures relatingtaken steps to our Timber segments are primarily driven by quantity of product supply and qualityprotect the security of the timber offered by competitorsdata maintained in our information systems, it is possible that our security measures and those of our information technology vendors will not be able to prevent the systems’ improper functioning or the improper disclosure of personally identifiable information, such as in the domestic and export markets, eachevent of which may impact pricing. With respect to our Real Estate segment, we compete with other owners of entitled and unentitled properties. Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers. The market in which our Trading segment operates remains very competitive with over 20 entities competing for export log supply at different ports across New Zealand.

cyber-attacks. Security breaches, including physical or


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electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems and those of our information technology vendors could interrupt our operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could materially and adversely affect our financial condition and results of operations.
Our strategy will beREIT AND TAX-RELATED RISK FACTORS
Loss of our REIT status would adversely affected if we are unable to make future acquisitions.affect our cash flow and stock price.
We have pursued, and intend to continue to pursue, acquisitionsoperate in accordance with REIT requirements pursuant to the Internal Revenue Code of timberland1986, as amended (the “Code”), and real estate propertiesrelated U.S. Treasury regulations and administrative guidance. Qualification as a REIT involves the application of highly technical and complex provisions of the Code, which are subject to change, perhaps retroactively, and which are not within our control. We cannot assure that meet our investment criteria and achieve our strategic goals of growing the size and average quality of our land base. The ability to grow through acquisitionswe will remain qualified as a REIT or other investments depends uponthat new legislation, U.S. Treasury regulations, administrative interpretations or court decisions will not significantly affect our ability to identify, negotiate, completeremain qualified as a REIT or the U.S. federal income tax consequences of such qualification.
We monitor and integrate suitable acquisitions or joint venture arrangements.test our compliance with all REIT requirements. In addition,particular, we regularly test our compliance with the discount rate we useREIT “asset tests,” which require generally that, at the close of each calendar quarter: (1) at least 75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as timberlands), including leaseholds and options to acquire real property and leaseholds, as well as cash and cash items and certain other specified assets, (2) no more than 25% of the market value of our acquisition underwriting has to meet our internal hurdle rate while also being competitive with thattotal assets may consist of other timberland REITsassets that are not qualifying assets for purposes of the 75% test in clause (1) above, and TIMOs. In particular, our future success and growth depend upon our ability to make acquisitions that increase merchantable timber inventory and complement(3) no more than 20% of the existing age-class structuremarket value of our ownership. If we are unable to make acquisitions on acceptable termstotal assets may consist of the securities of one or that do not support our strategic goals, our revenues and cash flows may stagnate or decline.
Our inability to access the capital markets could adversely affect our business strategy and competitive position.
Due to themore “taxable REIT income distribution requirements, we rely significantly on external sources of capital to finance growth and acquisitions. Both our ability to obtain financing and the related costs of borrowing are affected by a number of factors, many of which are outside of our control, including a decline in general market conditions, decreased market liquidity, a downgrade to our public debt rating, increases in interest rates, an unfavorable market perception of our growth potential, a decrease in our current or estimated future earnings or a decrease in the market price of our common stock. If capital is not available when needed, or is available only on unfavorable terms relative to other timberland REITs or TIMOs, or not at all, we may be unable to complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures.subsidiaries.” As of December 31, 2017,2023, Rayonier is in compliance with these asset tests.
If in any taxable year we fail to qualify as a REIT and are not entitled to relief under the Code, we will not be allowed a deduction for dividends paid to shareholders in computing our credit ratingstaxable income and we will be subject to U.S. federal income tax on our REIT taxable income. In addition, we will be disqualified from S&P and Moody’s Investors Service (Moody’s) were BBB- and Baa3, respectively. Any combinationqualification as a REIT for the four taxable years following the year during which the qualification was lost, unless we are entitled to relief under certain provisions of the factors described above, includingCode. As a result, our failurenet income and the cash available for distribution to our shareholders could be reduced for up to five years or longer, which could have a material adverse effect on our financial condition.
If we fail to remain qualified as a REIT, we may also need to borrow funds or liquidate some investments or assets to pay any resulting additional tax liability. Accordingly, cash available for distribution to our shareholders would be reduced.
Certain of our business activities are potentially subject to prohibited transactions tax.
As a REIT, we will be subject to a 100% tax on any net income from “prohibited transactions.” In general, prohibited transactions are sales or other dispositions of property to customers in the ordinary course of business. Sales of logs, and dealer sales of timberlands or other real estate, constitute prohibited transactions unless the sale satisfies certain safe harbor provisions in the Code.
We intend to avoid the 100% prohibited transactions tax by complying with the prohibited transaction safe harbor provisions and conducting activities that would otherwise be prohibited transactions through one or more taxable REIT subsidiaries. We may not, however, always be able to identify timberland properties that become part of our “dealer” real estate sales business. Therefore, if we sell timberlands which we incorrectly identify as property not held for sale to customers in the ordinary course of business, we may be subject to the 100% prohibited transactions tax.
Failure of Operating Partnership to maintain status as a partnership for U.S. federal income tax purposes.
We believe our Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. As a partnership, our Operating Partnership is not subject to U.S. federal income tax on its income. Instead, each of the partners is allocated its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS will not challenge the status of our Operating Partnership as a partnership for U.S. federal income tax purposes. If the IRS were to successfully challenge the status of our Operating Partnership as a partnership, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that our Operating Partnership could make, which could have further implications as to our ability to maintain our investment grade credit rating, could prevent us from obtainingstatus as a REIT. This would

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substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder’s investment.
Our cash dividends and Operating Partnership distributions are not guaranteed and may fluctuate.
Generally, REITs are required to distribute 90% of their ordinary taxable income, but not their net capital gains income. Accordingly, we requiredo not generally believe that we are required to distribute material amounts of cash since substantially all of our taxable income is generally treated as capital gains income. However, a REIT must pay corporate level tax on termsits undistributed taxable income and capital gains.
Our Board of Directors, in its sole discretion, determines the amount of quarterly dividends to be paid to our shareholders based on consideration of a number of factors. These factors include, but are not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions and divestitures, harvest levels, changes in the price and demand for our products and general market demand for timberlands, including those timberland properties that have higher and better uses. Consequently, our dividend levels may fluctuate. Because our Operating Partnership distributions are acceptable to us, or at all, which could adverselyaligned with the dividend, such distributions may also fluctuate.
Lack of shareholder ownership and transfer restrictions in our articles of incorporation may affect our business, liquidity and competitive position.ability to qualify as a REIT.
We are subjectIn order to risks associated withqualify as a REIT, an increase in market interest rates.
Oneentity cannot have five or fewer individuals who own, directly or indirectly after applying attribution of ownership rules, 50% or more of the factorsvalue of its outstanding shares during the last six months in each calendar year. Although it is not required by law or the REIT provisions of the Code, almost all REITs have adopted ownership and transfer restrictions in their articles of incorporation or organizational documents which seek to assure compliance with that may influencerule. While we are not in violation of the priceownership rules, we do not have, nor do we have any current plans to adopt, share ownership and transfer restrictions. As such, the possibility exists that five or fewer individuals could acquire 50% or more of the value of our commonoutstanding shares, is our annual dividend yield as compared to yields on other financial instruments. Thus, an increase in market interest rateswhich could result in higher yields on other financial instruments and could adversely affect relative attractiveness of an investment in the Company and, accordingly, the trading price of our common shares.An increase in market interest rates could cause increases in discount rates and, accordingly,disqualification as a decline in property values and total returns for timberland assets. An increase in market interest rates would also negatively impact financing costs on our floating rate debt as well as any additional debt we may raise.REIT.
Investment returns on pension assets may be lower than expected or interest rates may decline, requiring us to make significant additional cash contributions to our benefit plans.
We sponsor now frozen defined benefit pension plans, which covered a portion of our salaried and hourly employees. The Federal Pension Protection Act of 2006 requires that certain capitalization levels be maintained in each of these benefit plans. At December 31, 2017, our qualified plan was underfunded by approximately $29 million. We estimate that we are subject to approximately $2.9 million of pension contribution requirements in 2018. Because it is unknown what the investment return on pension assets will be in future years or what interest rates may be at any point in time, we cannot provide any assurance that applicable law will not require us to make future material plan contributions. Any such contributions could adversely affect our financial condition. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Use of Estimates for additional information about these plans, including funding status.


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GENERAL RISK FACTORS
The impacts of climate-related initiatives, at the international, U.S. federal and state levels, remain uncertain at this time.
There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global climate issues. Within the U.S., most of these proposals would regulate and/or tax the production of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound emissions into the atmosphere, and provide tax and other incentives to produce and use “cleaner” energy. Additionally, our investors and other stakeholders are increasingly focused on the impacts of climate change on their investments and our business prospects.
In late 2009, the EPA issued an “endangerment finding” under the Clean Air Act with respect to certain greenhouse gases, leading to the regulation of carbon dioxide as a pollutant under the Clean Air Act and having significant ramifications for Rayonier and the industry in general. In this regard, the EPA has published various regulations, affecting the operation of existing and new industrial facilities that emit carbon dioxide. As a result of the EPA’s decision to regulate greenhouse gases under the Clean Air Act, states will now have to consider them in permitting new or modified facilities.
Overall, it is reasonably likely that legislative and regulatory activity in this area will in some way affect Rayonier and the U.S. customers of our Southern Timber and Pacific Northwest Timber segments, but it is unclear at this time what the nature of the impact will be. We continue to monitor political and regulatory developments in this area, but their overall impact on Rayonier, from a cost, benefit and financial performance standpoint, remains uncertain at this time. In addition, the EPA has yet to finalize the treatment of biomass under greenhouse gas regulatory schemes, leaving Rayonier’s biomass customers in a position of uncertainty.
REIT AND TAX-RELATED RISKS
Loss

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Expectations relating to environmental, social and governance considerations expose Rayonier to potential liabilities, increased costs, reputational harm and other adverse effects on Rayonier’s business.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including greenhouse gas emissions, human capital and diversity, equity and inclusion. Rayonier makes statements about these matters through information provided on its website, press releases and other communications, including through its Sustainability and Carbon Reports. Responding to these environmental, social and governance considerations involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investments and is impacted by factors that may be outside Rayonier’s control. In addition, some stakeholders may disagree with Rayonier’s initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where environmental, social and governance focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by Rayonier to further its initiatives, adhere to its public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against Rayonier and materially adversely affect our cash flowRayonier’s business, reputation, results of operations, financial condition and stock price.

Item 1B.    UNRESOLVED STAFF COMMENTS
None.
Item 1C.    CYBERSECURITY
RISK MANAGEMENT AND STRATEGY
We intend to continue to operate in accordance with REIT requirements pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), and related U.S. Treasury regulations and administrative guidance. Qualification as a REIT involves the application of highly technical and complex provisions of the Code, which are subject to change, perhaps retroactively,various cybersecurity risks in connection with our business. For additional information, see Item 1A — Risk Factors. As part of our overall enterprise risk management system and processes, we assess, identify and manage material risks from threats to our information systems. Once risks are identified, our Enterprise Risk Management Committee (“ERM Committee”), which are notconsists of executives appointed by the Board, oversees and reviews these risks and provides an annual report regarding such risks to the Audit Committee for further review and evaluation. We also maintain processes to oversee and identify risks from cyber threats associated with our use of third-party service providers, including annual reviews of third-party SOC1 reports.
Safeguarding our operations against cyber threats is a high priority. Recognizing the importance of a strong posture towards cyber threats, our strategy to combat the evolving threat landscape and support the protection of sensitive information includes engaging in:
•Incident Response Planning and Data Backups.We maintain and regularly review a detailed incident response plan to help minimize downtime and disruption in the event of a cybersecurity incident and to assess materiality and any related disclosure obligations. We also actively maintain data backup procedures for business continuity in the event of a cybersecurity incident. Examples of our backup procedures and systems include daily server snapshots, database log files, Salesforce backups, and Google Vault. Generally, these backups of critical systems would allow us to restore operation within our control.hours.
•Third-Party Managed Monitoring, Detection, and Response Services. We cannot assure that we will remain qualified aspartner with a REIT or that new legislation, U.S. Treasury regulations, administrative interpretations or court decisions will not significantly affect our abilityreputable third-party firm for 24/7 threat monitoring, detection and response.
•External Cybersecurity Process Assessments. We also engage third-party experts to remain qualified as a REIT orconduct periodic process assessments against the U.S. federal income tax consequencesNational Institute of such qualification.Standards and Technology (“NIST”) framework to help us evaluate and enhance our cybersecurity practices.
•Penetration Testing and Phishing Simulations.We continually monitorperiodically engage experts for penetration testing to identify system vulnerabilities and to simulate real-world cyberattacks. We also conduct quarterly phishing simulations to test our compliance with all REIT requirements. In particular, westaff's response and to deliver targeted cyber awareness training.
•Continuous Improvement and Adaptation. We regularly testreview and update our compliancestrategies to keep pace with the REIT “asset tests,” which require generally that, atdynamic cyber threat landscape, and to build a resilient and responsive cybersecurity system. Our employees receive monthly training on data protection, threat detection, and incident response. We also provide a forum for employees to report cyber “near misses” to elevate cyber threat awareness across our organization.
In the close of each calendar quarter, (1) at least 75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as timberlands), including leaseholdspast, we have experienced targeted and options to acquire real propertynon-targeted cybersecurity attacks and leaseholds, as well as cash and cash items and certain other specified assets, (2) no more than 25% of the market value of our total assets may consist of other assets that are not qualifying assets for purposes of the 75% test in clause (1) above and (3) for calendar years prior to 2018, no more than 25% of the market value of our total assets may consist of the securities of one or more “taxable REIT subsidiaries.”
If in any taxable year we fail to qualify as a REIT, we will not be allowed a deduction for dividends paid to shareholders in computing our taxable incomeincidents, and we will be subject to U.S. federal income tax on our REIT taxable income. In addition, we will be disqualifiedcould in the future experience similar attacks. To date, no cybersecurity attack or incident, or any risk from qualification as a REIT for the four taxable years following the year during which the qualification was lost, unless we are entitled to relief under certain provisions of the Code. As a result, our net income and the cash available for distribution to our shareholders could be reduced for up to five years or longer, which could have a material adverse effect on our financial condition.
As of December 31, 2017, Rayonier is in compliance with the asset tests described above.
If we fail to remain qualified as a REIT, we may need to borrow funds or liquidate some investments or assets to pay any resulting additional tax liability. Accordingly, cash available for distribution to our shareholders would be reduced.

cybersecurity


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Certain ofthreats, has materially affected or has been determined to be reasonably likely to materially affect the Company or our business activitiesstrategy, results of operations, or financial condition.
GOVERNANCE
Our Director of Information Technology and our Manager of IT Security, having a combined 45 years of information technology experience1 take the lead in protecting the organization’s digital assets and sensitive information from cyber threats and manage our partnerships with the external firm that specializes in around-the-clock threat monitoring, detection, and response services and other third-party providers.
In the event of a breach or incident, our Director of Information Technology leads our response to mitigate impact and initiate the recovery processes. Following the identification of a breach or incident, the Director of Information Technology reports incidents of a medium or high severity level2 to our senior leadership team. Incidents of a high severity level are potentially subjectalso reviewed by our Disclosure Committee to prohibited transactions tax.
As a REIT, we will be subject to a 100% tax onassess materiality and any net income from “prohibited transactions.” In general, prohibited transactionsdisclosure obligations. All incidents are sales or other dispositions of property to customers in the ordinary course of business. Sales of logs, and dealer sales of timberlands or other real estate, constitute prohibited transactions.
We intend to avoid the 100% prohibited transactions tax by conducting activities that would otherwise be prohibited transactions through one or more taxable REIT subsidiaries. We may not, however, always be able to identify timberland properties that become part of our “dealer” real estate sales business. Therefore, if we sell timberlands which we incorrectly identify as property not held for sale to customers in the ordinary course of business or which subsequently become properties held for sale to customers in the ordinary course of business, we may be subjectreported to the 100% prohibited transactions tax.Audit Committee at the next scheduled Board meeting, and incidents of high severity level are immediately reported to the Audit Committee.
Our cash dividends are not guaranteed and may fluctuate.
Generally, REITs are required to distribute 90% of their ordinary taxable income, but not their net capital gains income. Accordingly, we do not generally believe that we are required to distribute material amounts of cash since substantially allThe Audit Committee of our taxable income is generally treated as capital gains income. However, a REIT must pay corporate level tax on its undistributed taxable income and capital gains.
Our Board of Directors is responsible for overseeing cybersecurity risk management. For each Audit Committee meeting, the Director of Information Technology prepares an updated cybersecurity dashboard, featuring key metrics such as threat detection rates and response times. Additionally, the Director of Information Technology provides an annual cybersecurity briefing to the Audit Committee. External penetration tests and process audits, conducted at regular intervals, are reported directly to the Audit Committee by our third-party firm. These comprehensive measures help to ensure that the Committee remains well-informed and proactive in its sole discretion, determinestheir oversight of cybersecurity risks.
(1)Our Director of Information Technology has more than 25 years of IT experience. He joined the amountcompany in 2000 as an application developer and has held multiple positions of quarterly dividendsauthority including project management and IT operations management. He holds a bachelor’s degree and MBA from the University of South Carolina.
Our Manager of IT security has more than 20 years of IT experience. He joined the company in 2015 as a Systems Engineer and was promoted to be paidhis current position in 2020. Prior to our shareholders based on consideration ofjoining Rayonier, he worked as an Infrastructure Engineer at Enterprise Integration (EI), a number of factors. These factors include, but are not limitedmanaged services provider. Prior to our results of operations, cash flowjoining EI, he held various IT roles in support and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions and divestitures, harvest levels, changes in the price and demand for our products and general market demand for timberlands, including those timberland propertiesengineering.
(2)    A medium severity incident level is defined as incidents that have highera moderate impact on business operations or data integrity and better uses. Consequently, our dividend levelsmight affect internal systems and could potentially lead to limited unauthorized access to sensitive information. A high severity incident level is defined as incidents that pose a significant threat to business operations, data integrity, or confidential information. This level of incident may fluctuate.have legal, regulatory and public relations implications.
Lack of shareholder ownership and transfer restrictions in our articles of incorporation may affect our ability to qualify as a REIT.
In order to qualify as a REIT, an entity cannot have five or fewer individuals who own, directly or indirectly after applying attribution of ownership rules, 50% or more of the value of its outstanding shares during the last six months in each calendar year. Although it is not required by law or the REIT provisions of the Code, almost all REITs have adopted ownership and transfer restrictions in their articles of incorporation or organizational documents which seek to assure compliance with that rule. While we are not in violation of the ownership rules, we do not have, nor do we have any current plans to adopt, share ownership and transfer restrictions. As such, the possibility exists that five or fewer individuals could acquire 50% or more of the value of our outstanding shares, which could result in our disqualification as a REIT.

Item 1B.UNRESOLVED STAFF COMMENTS
None.






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Item 2.Item 2.    PROPERTIES

Our timber operations are disaggregated into three geographically distinct reporting segments: Southern Timber, Pacific Northwest Timber and New Zealand Timber. The following table provides a breakdown of our timberland holdings as of September 30, 20172023 and December 31, 2017:2023:
(acres in 000s)As of September 30, 2017 As of December 31, 2017
 Owned Leased Total Owned Leased Total
            
Alabama254
 24
 278
 229
 14
 243
Arkansas—
 13
 13
 —
 11
 11
Florida281
 101
 382
 274
 83
 357
Georgia618
 104
 722
 622
 82
 704
Louisiana144
 1
 145
 144
 1
 145
Mississippi67
 —
 67
 67
 —
 67
Oklahoma92
 —
 92
 92
 —
 92
South Carolina18
 —
 18
 18
 —
 18
Tennessee1
 —
 1
 1
 —
 1
Texas182
 —
 182
 182
 —
 182
 1,657

243
 1,900
 1,629
 191
 1,820
            
Pacific Northwest           
Oregon61
 —
 61
 61
 —
 61
Washington316
 1
 317
 316
 1
 317
 377

1

378

377

1

378
            
New Zealand (a)179
 250
 429
 179
 231
 410
Total2,213
 494
 2,707
 2,185
 423
 2,608
(acres in 000s)As of September 30, 2023As of December 31, 2023
OwnedLeasedTotalOwnedLeasedTotal
Southern
Alabama256 5 261 250 5 255 
Arkansas— 2 2 — 2 2 
Florida362 50 412 361 36 397 
Georgia623 65 688 612 50 662 
Louisiana147 — 147 147 — 147 
Oklahoma91 — 91 91 — 91 
South Carolina16 — 16 16 — 16 
Texas282 — 282 282 — 282 
1,777 122 1,899 1,759 93 1,852 
Pacific Northwest
Oregon61 — 61 6 — 6 
Washington410 3 413 408 4 412 
471 3 474 414 4 418 
New Zealand (a)188 231 419 188 233 421 
Total2,436 356 2,792 2,361 330 2,691 
(a)Represents legal acres owned and leased by the New Zealand JV, in which Rayonier owns a 77% interest. As of December 31, 2017, legal acres in New Zealand were comprised of 293,000 plantable acres and 117,000 non-productive acres.

(a)Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest. As of December 31, 2023, legal acres in New Zealand were comprised of 297,000 plantable acres and 124,000 non-productive acres.




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The following tables detail activity forchanges in our portfolio of owned and leased acres in our timberland holdingstimberlands by state from December 31, 20162022 to December 31, 2017:2023:
(acres in 000s)Acres Owned
 December 31, 2016 Acquisitions Sales Other December 31, 2017
Southern         
Alabama284
 —
 (55) —
 229
Florida281
 4
 (11) —
 274
Georgia554
 68
 —
 —
 622
Louisiana145
 —
 (1) —
 144
Mississippi67
 —
 —
 —
 67
Oklahoma92
 —
 —
 —
 92
South Carolina—
 18
 —
 —
 18
Tennessee1
 —
 —
 —
 1
Texas187
 —
 (5) —
 182
 1,611
 90
 (72) —
 1,629
          
Pacific Northwest         
Oregon61
 —
 —
 —
 61
Washington316
 —
 —
 —
 316
 377

—

—

—

377
          
New Zealand (a)179
 —
 —
 —
 179
Total2,167
 90
 (72) —
 2,185
(acres in 000s)Acres Owned
December 31, 2022AcquisitionsSalesOther (a)December 31, 2023
Southern
Alabama258 — (7)(1)250 
Florida347 2 (3)15 361 
Georgia647 — (12)(23)612 
Louisiana148 — (1)— 147 
Oklahoma91 — — — 91 
South Carolina16 — — — 16 
Texas285 1 (5)1 282 
1,792 3 (28)(8)1,759 
Pacific Northwest
Oregon61 — (55)— 6 
Washington410 — (2)— 408 
471 — (57)— 414 
New Zealand (b)188 — — — 188 
Total2,451 3 (85)(8)2,361 
(a)Represents legal acres owned by the New Zealand JV, in which Rayonier has a 77% interest.
(a)Includes adjustments for land mapping reviews.
(acres in 000s)Acres Leased
 December 31, 2016 New Leases Sold/Expired Leases (a) Other (b) December 31, 2017
Southern         
Alabama24
 —
 (10) —
 14
Arkansas14
 —
 (3) —
 11
Florida92
 11
 (20) —
 83
Georgia107
 —
 (20) (5) 82
Louisiana1
 —
 —
 —
 1
 238
 11
 (53) (5) 191
          
Pacific Northwest         
Washington1
 —
 —
 —
 1
         
New Zealand (c)254
 8
 (31) —
 231
Total493
 19
 (84) (5) 423
(b)Represents legal acres owned by the New Zealand subsidiary, in which Rayonier has a 77% interest.

(acres in 000s)Acres Leased
December 31, 2022New LeasesSold/Expired Leases (a)Other (b)December 31, 2023
Southern
Alabama14 — (9)— 5 
Arkansas2 — — — 2 
Florida47 — (14)3 36 
Georgia64 — (15)1 50 
127 — (38)4 93 
Pacific Northwest
Washington (c)3 — — 1 4 
New Zealand (d)229 1 — 3 233 
Total359 1 (38)8 330 
(a)Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
(b)Includes leased acres purchased by Rayonier and adjustments for land mapping reviews.
(c)Represents legal acres leased by the New Zealand JV, in which Rayonier has a 77% interest.

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

(b)Includes adjustments for land mapping reviews.
(c)Primarily timber reservations acquired in the merger with Pope Resources.
(d)Represents legal acres leased by the New Zealand subsidiary, in which Rayonier has a 77% interest.





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TIMBERLAND LEASES & DEEDS
See Note 16 — Leases for more information on U.S. timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases.and New Zealand timberland leases including lease terms typically range between 30 and 99 years. New Zealand lease arrangements are generally comprised of Crown Forest Licenses (“CFLs”), forestry rights and land leases. A CFL is a license arrangement with the New Zealand government to use public or government-owned land to operate a commercial forest. CFLs generally extend indefinitely and may only be terminated upon a 35-year termination notice from the government. If no termination notice is given, the CFLs renew automatically each year for a one-year term. Alternatively, some CFLs extend for a specific term. Once a CFL is terminated, the Company may be able to obtain a forestry right from the subsequent owner. A forestry right is a license arrangement with a private entity or native tribal group to use their lands to operate a commercial forest. Forestry rights terminate either upon the issuance of a termination notice, which can last 35 to 45 years, or completion of harvest.
As of December 31, 2017, the New Zealand JV has three CFLs comprising 10,000 acres under termination notice that are currently being relinquished as harvest activities are concluding, as well as two fixed-term CFLs comprising 3,000 acres expiring in 2062. Additionally, the New Zealand JV has two forestry rights comprising 33,000 acres under termination notice, terminating in 2028 and 2031.renewal provisions.
The following table details the Company’sour acres under lease as of December 31, 20172023 by type of lease and estimated lease expiration:
(acres in 000s)            
Location Type of Lease Total 2018-2027 2028-2037 2038-2047 Thereafter
Southern U.S. Fixed Term 170
 120
 44
 —
 6
  Fixed Term with Renewal Option 21
 21
 —
 —
 —
Pacific Northwest Fixed Term 1
 1
 —
 —
 —
New Zealand CFL - Perpetual (a) 83
 —
 —
 —
 83
  CFL - Fixed Term (a) 3
 —
 —
 —
 3
  CFL - Terminating (a) 10
 —
 —
 9
 1
  Forestry Right (a) 118
 13
 26
 6
 73
  Fixed Term Land Leases 17
 —
 1
 —
 16
Total Acres under Long-term Leases 423
 155
 71
 15
 182
(acres in 000s)Lease Expiration
LocationType of LeaseTotal2024-20332034-20432044-2053Thereafter
SouthernFixed Term83 42 35 — 6 
Fixed Term with Renewal Option (a)10 10 — — — 
Pacific NorthwestFixed Term (b)4 1 2 1 — 
New ZealandCFL - Perpetual (c)75 — — — 75 
CFL - Fixed Term (c)3 — — — 3 
CFL - Terminating (c)11 1 — 8 2 
Forestry Right (c)128 35 4 7 82 
Fixed Term Land Leases16 — — 2 14 
Total Acres under Long-term Leases330 89 41 18 182 
(a)Estimated lease expiration / termination based on the earlier of: (1) the scheduled expiration / termination date, or (2) the estimated year of final harvest before such expiration / termination date.

(a)Includes approximately 2,000 acres of timber deeds.

(b)Primarily timber reservations acquired in the merger with Pope Resources.
23
Table(c)Estimated lease expiration / termination based on the earlier of: (1) the scheduled expiration / termination date, or (2) the estimated year of Contentsfinal harvest before such expiration / termination date.


The following table details the Company’sour estimated leased acres, lease expirations and lease costs over the next five years:
(acres and dollars in 000s, except per acre amounts)(acres and dollars in 000s, except per acre amounts)          
Location 2018 2019 2020 2021 2022
Southern U.S.          
 Leased Acres Expiring 19
 12
 7
 6
 11
 Year-end Leased Acres 172
 160
 153
 147
 136
 Estimated Annual Lease Cost (a) 
$5,323
 
$4,963
 
$4,714
 
$4,558
 
$4,534
 Average Lease Cost per Acre 
$23.56
 
$24.83
 
$25.53
 
$24.89
 
$26.09
Pacific Northwest (b)          
 Leased Acres Expiring —
 1
 —
 —
 —
 Year-End Leased Acres 1
 —
 —
 —
 —
Location
Location20242025202620272028
Southern
Leased Acres Expiring (a)
Leased Acres Expiring (a)
Leased Acres Expiring (a)
Year-end Leased Acres (a)
Estimated Annual Lease Cost (a)(b)
Average Lease Cost per Acre (a)
Pacific Northwest
Leased Acres Expiring
Leased Acres Expiring
Leased Acres Expiring
Year-End Leased Acres (c)
New Zealand          
 Leased Acres Expiring 1
 1
 1
 1
 4
 Year-end Leased Acres 230
 229
 228
 227
 223
 Estimated Annual Lease Cost (a)(d) 
$4,375
 
$4,339
 
$4,326
 
$4,308
 
$4,283
 Average Lease Cost per Acre (c)(d) 
$25.09
 
$24.67
 
$24.67
 
$24.67
 
$25.43
Leased Acres Expiring
Leased Acres Expiring
Leased Acres Expiring
Year-end Leased Acres
Estimated Annual Lease Cost (b)(e)
Average Lease Cost per Acre (d)(e)
(a)Includes timber deeds.
(a)Represents capitalized and expensed lease payments.
(b)The 659-acre lease in the Pacific Northwest expires in 2019 and does not require a lease payment.
(c)Excludes lump sum payments.
(d)Translated using the year-end foreign exchange rate.

(b)Represents capitalized and expensed lease payments.
(c)Primarily timber reservations acquired in the merger with Pope Resources for which no lease payments are made.
(d)Excludes lump sum payments.
(e)Based on the year-end foreign exchange rate.

OTHER NON-TIMBERLAND LEASES
In addition to our timberland holdings, we lease propertiesSee Note 16 — Leases for certain office locations. Our significant leased properties include a regional office in Lufkin, Texas; our Pacific Northwest Timber offices in Hoquiam, Washington and our New Zealand Timber and Trading headquarters in Auckland, New Zealand.information on other non-timberland leases.


Item 3.LEGAL PROCEEDINGS


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Item 3.    LEGAL PROCEEDINGS

The information set forth under Note 1011 — Contingencies is incorporated herein by reference. 


Item 4.MINE SAFETY DISCLOSURES
Item 4.    MINE SAFETY DISCLOSURES
Not applicable.



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PART II



Item 5.    MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Rayonier Inc.
MARKET PRICES OF OURFOR THE REGISTRANT’S COMMON SHARES; DIVIDENDSEQUITY
The table below reflects, for the quarters indicated, the dividends declared per share and the highest and lowest intraday sales prices of our    Rayonier Inc.’s common shares as reported in the consolidated transaction reporting system ofare publicly traded on the NYSE, the only exchange on which our shares are listed, under the trading symbol RYN.
 High Low Dividends
2017     
Fourth Quarter
$31.91
 
$28.78
 
$0.25
Third Quarter
$29.75
 
$27.71
 
$0.25
Second Quarter
$29.47
 
$26.85
 
$0.25
First Quarter
$29.86
 
$26.54
 
$0.25
2016     
Fourth Quarter
$28.47
 
$25.24
 
$0.25
Third Quarter
$28.16
 
$25.50
 
$0.25
Second Quarter
$26.37
 
$24.01
 
$0.25
First Quarter
$24.80
 
$17.85
 
$0.25
The table below summarizes the tax characteristics Shares of the dividend paid to shareholders on a percentage basis forCompany have no par value.
DIVIDENDS
Common share cash dividends during the three years ended December 31, 2017:
 2017 2016 2015
Total cash dividend per common share
$1.00
 
$1.00
 
$1.00
Tax characteristics:     
Capital gain100.00% 100.00% 90.47%
Qualified—
 —
 —
Non-dividend distribution—
 —
 9.53%
2023, 2022 and 2021 aggregated to $1.34, $1.125 and $1.08, respectively. The year ended December 31, 2023 includes an additional cash dividend of $0.20 per common share, which was payable January 12, 2024 to shareholders of record on December 29, 2023.
HOLDERS
There    Including institutional holders, there were approximately 5,9704,371 shareholders of record of our Common Sharescommon shares on February 16, 2018.2024.
SECURITIES AUTHORIZED FOR ISSUANCE UNDERREGISTERED SALES OF EQUITY COMPENSATION PLANSSECURITIES
See Note 16 — Incentive Stock Plans for information on securities that are authorized for issuance under The Rayonier Incentive Stock Plan (“From time to time, the Stock Plan”).
SHELF REGISTRATIONS
In May 2004, we completed a Form S-4 acquisition shelf registration to offer andCompany may issue 7.0 million common shares in exchange for units in the acquisitionOperating Partnership. Such shares are issued based on an exchange ratio of other businesses, assets or properties. As ofone common share for each unit in the Operating Partnership. During the quarter ended December 31, 2017, no2023, the Company issued 9,371 common shares have been offered or issued underin exchange for an equal number of units in the Form S-4 shelf registration. In April 2015, we filed a universal shelf registration giving usOperating Partnership pursuant to the ability to issue and sell an indeterminate amount of various types of debt and equity securities. In March 2017, 5.75 million common shares were offered and sold under the universal shelf registration to finance a portion of the company’s acquisition of approximately 95,100 acres of timberlands in Florida, Georgia and South Carolina. As of December 31, 2017, no other securities have been offered or issued under the universal shelf registration.


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Operating Partnership agreement.
ISSUER REPURCHASES OF EQUITY SECURITIES
In February 2016, the Board of Directors approved the repurchase of up to $100 million of Rayonier’s common shares (the “share repurchase program”) to be made at management’s and the Board of Directors’ discretion. The program has no time limit and may be suspended or discontinued at any time. There were no shares repurchased under this program in the fourth quarter of 2017.2023. As of December 31, 2017,2023, there was $99.3$87.7 million, or approximately 3,139,7542,625,814 shares based on the period-end closing stock price of $31.63,$33.41, remaining under thethis program.
In 1996, we began a Common Share repurchase program (the “anti-dilutive program”) to minimize the dilutive effect of our employee incentive stock plans on earnings per share. This program limits the number of shares that may be purchased each year to the greater of 1.5% of outstanding shares at the beginning of the year or the number of incentive shares issued to employees during the year. In October 2000, July 2003 and October 2011, our Board of Directors authorized the purchase of shares under the program totaling 2.1 million shares. The anti-dilutive program does not have an expiration date. There were no shares purchased under this program in the fourth quarter of 2017 and there were 3,778,625 shares available for purchase at December 31, 2017.
The following table provides information regarding our purchases ofRayonier common stockshares during the quarter ended December 31, 2017:
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 Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b)
October 1 to October 31 —
 —
 —
 6,918,379
November 1 to November 30 —
 —
 —
 6,918,379
December 1 to December 31 5,608
 31.41
 —
 6,918,379
 Total 5,608
   —
 6,918,379
2023:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c)
October 1 to October 31— — — 3,475,770
November 1 to November 30— — — 
2,859,467
(a)December 1 to December 31Includes 5,608 shares of the Company’s common stock purchased in December from employees in non-open market transactions. The shares of stock were sold by employees of the Company in exchange for cash that was used to pay withholding taxes associated with the vesting of restricted stock awards under the Company’s stock incentive plan. The price per share surrendered is based on the closing price of the company’s stock on the respective vesting dates of the awards.
— — — 2,625,814
(b)TotalMaximum number of shares authorized to be purchased as of December 31, 2017 include 3,778,625 under the 1996 anti-dilutive program.— — 


(a)Purchases made in open-market transactions under the $100 million share repurchase program announced on February 10, 2016.
(b)Maximum number of shares authorized to be purchased at the end of October, November and December are based on month-end closing stock prices of $25.24, $30.68 and $33.41, respectively.






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Rayonier, L.P.
MARKET FOR UNITS OF THE OPERATING PARTNERSHIP
There is no public trading market for Operating Partnership units.
HOLDERS
Including institutional holders, there were approximately 15 holders of record of our Operating Partnership units (other than the Company) on February 16, 2024.
DISTRIBUTIONS
The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Rayonier Inc.’s common shares.
UNREGISTERED SALES OF EQUITY SECURITIES

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter endedDecember 31, 2023.
ISSUER REPURCHASES OF EQUITY SECURITIES

Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to redeem their Operating Partnership units for cash, or at our election, shares of Rayonier Common Stock on a one-for-one basis. During the quarter ended December 31, 2023, 9,371 Operating Partnership units held by limited partners were redeemed in exchange for shares of Rayonier Common Shares.

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STOCK PERFORMANCE GRAPH
The following graph compares the performance of Rayonier’s Common Sharescommon shares (assuming reinvestment of dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices (the– the S&P Global Timber and Forestry Index and the S&P 1500 Real Estate Index).1 This graph has been adjusted to reflect the spin-off of the Performance Fibers business in 2014.FTSE NAREIT All Equity REIT Index.
The table and related information below shall not be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
StockPerformanceGraph.jpg
The data in the following table was used to create the above graph as of December 31:
 201820192020202120222023
Rayonier Inc.$100$123$115$163$137$145
S&P 500® Index
100131156200164207
S&P® Global Timber and Forestry Index
100116137158124137
FTSE NAREIT All Equity REIT Index100124114157112121
Item 6.    SELECTED FINANCIAL DATA
Not applicable.




            
 2012 2013 2014 2015 2016 2017
Rayonier Inc.$100 $84 $79 $66 $82 $101
S&P 500® Index
100 132 151 153 171 208
S&P® Global Timber and Forestry Index
100 117 118 107 118 155
S&P® 1500 Real Estate Sector Index1
100 105 137 146 155 177
33
1 Based on constituents as of December 31, 2017 and excludes entities that were not publicly traded for the entire comparative period.


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Item 6.SELECTED FINANCIAL DATA
Item 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OBJECTIVE
The following financial dataobjective of the Management’s Discussion and Analysis is to detail material information, events, uncertainties and other factors impacting the Company and the Operating Partnership and to provide investors an understanding of “Management’s perspective.” Item 7, Management’s Discussion and Analysis (MD&A) highlights the critical areas for evaluating our performance which includes a discussion on the reportable segments, liquidity and capital, and critical accounting estimates. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements.financial statements and notes.
 At or For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (dollar amounts in millions, except per share data)
Profitability:         
Sales (a)
$819.6
 
$815.9
 
$568.8
 
$624.0
 
$682.8
Operating income (a)(b)215.5
 255.8
 77.8
 98.3
 108.7
Income from continuing operations attributable to Rayonier Inc. (a)(b)148.8
 212.0
 46.2
 55.9
 103.9
Diluted earnings per common share from continuing operations1.16
 1.73
 0.37
 0.43
 0.80
          
Financial Condition:         
Total assets (a)
$2,858.5
 
$2,685.8
 
$2,315.9
 
$2,449.9
 
$3,680.1
Total debt (a)1,025.4
 1,061.9
 830.6
 748.3
 1,568.8
Shareholders’ equity1,693.0
 1,496.9
 1,361.7
 1,575.2
 1,755.2
Shareholders’ equity — per share13.13
 12.18
 11.09
 12.51
 13.90
          
Cash Flows:         
Cash provided by operating activities
$256.3
 
$203.8
 
$177.2
 
$320.4
 
$546.8
Cash used for investing activities223.2
 283.2
 166.3
 196.7
 470.5
Cash used for (provided by) for financing activities6.9
 (114.4) 116.5
 161.4
 157.1
Depreciation, depletion and amortization127.6
 115.1
 113.7
 120.0
 116.9
Cash dividends paid127.1
 122.8
 124.9
 257.5
 237.0
Dividends paid — per share
$1.00
 
$1.00
 
$1.00
 
$2.03
 
$1.86
          
Non-GAAP Financial Measures:         
Adjusted EBITDA (c)         
Southern Timber
$91.6
 
$92.9
 
$101.0
 
$97.9
 
$87.2
Pacific Northwest Timber33.1
 21.2
 21.7
 50.8
 54.1
New Zealand Timber109.0
 58.3
 33.0
 46.0
 38.3
Real Estate71.6
 84.7
 70.8
 48.4
 57.8
Trading4.6
 2.0
 1.2
 1.7
 1.8
Corporate and other(19.4) (19.4) (19.7) (31.3) (45.3)
Total Adjusted EBITDA (c)
$290.5
 
$239.7
 
$208.0
 
$213.5
 
$193.9
          
Other:         
Timberland and real estate acres — owned, leased, or managed, in millions of acres2.6
 2.7
 2.7
 2.7
 2.7


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 For the Years Ended December 31,
 2017 2016 2015 2014 2013
Selected Operating Data:         
Timber         
Sales volume (thousands of tons)         
Southern5,314
 5,317
 5,492
 5,296
 5,292
Pacific Northwest (d)1,247
 1,195
 1,243
 1,664
 1,979
New Zealand Domestic (e)1,300
 1,204
 1,346
 1,462
 1,271
New Zealand Export (e)1,239
 1,017
 1,065
 898
 651
Total Sales Volume9,100
 8,733
 9,146
 9,320
 9,193
Real Estate — acres sold         
Improved Development23
 47
 74
 —
 45
Unimproved Development1,449
 206
 699
 852
 281
Rural6,344
 6,684
 8,754
 18,077
 13,833
Non-Strategic / Timberlands16,007
 28,743
 23,602
 6,363
 13,360
Large Dispositions (f)(g)49,599
 92,434
 —
 19,556
 149,428
Total Acres Sold73,422
 128,114
 33,129
 44,848
 176,947
(a)In April 2013, the Company increased its interest in the New Zealand JV to 65% and began consolidating the New Zealand JV's results of operations and balance sheet.
(b)The 2017, 2016 and 2014 results included $67.0 million, $143.9 million and $21.4 million, respectively, related to Large Dispositions. The 2013 results included a $16.2 million gain related to the consolidation of the New Zealand JV and $25.7 million related to Large Dispositions.
(c)
Adjusted EBITDA is a non-GAAP financial measure and is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and real estate sold, costs related to shareholder litigation, gain on foreign currency derivatives, costs related to the spin-off of the Performance Fibers business, internal review and restatement costs, Large Dispositions, discontinued operations, and the gain related to the consolidation of the New Zealand joint venture. A reconciliation of Adjusted EBITDA to Operating Income (Loss) and Net Income, respectively, is included in the following pages and Item 7 — Performance and Liquidity Indicators.
(d)2013 results include sales volumes from New York timberlands.
(e)New Zealand sales volume for 2013 includes volumes sold subsequent to the April 2013 consolidation.
(f)Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value. Sales designated as Large Dispositions are excluded from our calculation of Adjusted EBITDA and CAD. 
(g)The 2013 results included a fourth quarter sale of approximately 128,000 acres of New York timberlands.



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Reconciliation of Operating Income (Loss) by Segment to Adjusted EBITDA by Segment
(dollars in millions)
  Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading 
Corporate
and
other
 Total
2017             
Operating income
$42.2
 
$1.1
 
$72.5
 
$116.0
 
$4.6
 
($20.9) 
$215.5
Add:Depreciation, depletion and amortization49.4
 32.0
 36.4
 9.0
 —
 0.8
 127.6
Add:Non-cash cost of land and improved development—
 —
 0.1
 13.6
 —
 —
 13.7
Add:Costs related to shareholder litigation (a)—
 —
 —
 —
 —
 0.7
 0.7
Less:Large Dispositions—
 —
 —
 (67.0) —
 —
 (67.0)
Adjusted EBITDA
$91.6
 
$33.1
 
$109.0
 
$71.6
 
$4.6
 
($19.4) 
$290.5
2016             
Operating income (loss)
$43.1
 
($4.0) 
$33.1
 
$202.4
 
$2.0
 
($20.8) 
$255.8
Add:Depreciation, depletion and amortization49.8
 25.2
 23.4
 16.3
 —
 0.4
 115.1
Add:Non-cash cost of land and improved development—
 —
 1.8
 9.9
 —
 —
 11.7
Add:Costs related to shareholder litigation (a)—
 —
 —
 —
 —
 2.2
 2.2
Add:Gain on foreign currency derivatives (b)—
 —
 —
 —
 —
 (1.2) (1.2)
Less:Large Dispositions—
 —
 —
 (143.9) —
 —
 (143.9)
Adjusted EBITDA
$92.9
 
$21.2
 
$58.3
 
$84.7
 
$2.0
 
($19.4) 
$239.7
2015             
Operating income
$46.7
 
$6.9
 
$2.8
 
$44.3
 
$1.2
 
($24.1) 
$77.8
Less:Non-operating expense—
 —
 —
 —
 —
 (0.1) (0.1)
Add:Depreciation, depletion and amortization54.3
 14.8
 29.7
 14.5
 —
 0.4
 113.7
Add:Non-cash cost of land and improved development—
 —
 0.5
 12.0
 —
 —
 12.5
Less:Costs related to shareholder litigation (a)—
 —
 —
 —
 —
 4.1
 4.1
Adjusted EBITDA
$101.0
 
$21.7
 
$33.0
 
$70.8
 
$1.2
 
($19.7) 
$208.0
2014             
Operating income
$45.7
 
$29.5
 
$9.5
 
$47.5
 
$1.7
 
($35.6) 
$98.3
Add:Depreciation, depletion and amortization52.2
 21.3
 32.2
 13.4
 —
 0.9
 120.0
Add:Non-cash cost of land and improved development—
 —
 4.3
 8.9
 —
 —
 13.2
Less:Large Dispositions—
 —
 —
 (21.4) —
 —
 (21.4)
Less:Internal review and restatement costs—
 —
 —
 —
 —
 3.4
 3.4
Adjusted EBITDA
$97.9
 
$50.8
 
$46.0
 
$48.4
 
$1.7
 
($31.3) 
$213.5
2013             
Operating income
$37.8
 
$32.7
 
$10.6
 
$55.9
 
$1.8
 
($30.1) 
$108.7
Add:Depreciation, depletion and amortization49.4
 21.4
 27.7
 17.4
 —
 1.0
 116.9
Add:Non-cash cost of land and improved development—
 —
 —
 10.2
 —
 —
 10.2
Less:Large Dispositions—
 —
 —
 (25.7) —
 —
 (25.7)
Less:Gain related to consolidation of New Zealand JV—
 —
 —
 —
 —
 (16.2) (16.2)
Adjusted EBITDA
$87.2
 
$54.1
 
$38.3
 
$57.8
 
$1.8
 
($45.3) 
$193.9

(a)
Costs related to shareholder litigation include expenses incurred as a result of the securities litigation and the shareholder derivative demands. See Note 10 — Contingencies. In addition, these costs include the costs associated with the Company’s response to a subpoena it received from the SEC in November 2014. In July 2016, the Division of Enforcement of the SEC notified the Company that it had concluded its investigation into the Company.
(b)The Company used foreign exchange derivatives to mitigate the risk of fluctuations in foreign exchange rates while awaiting the planned capital contribution to the New Zealand JV.



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Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
EXECUTIVE SUMMARY
OUR COMPANY
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the U.S. and New Zealand. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading. We own or lease under long-term agreements approximately 2.22.3 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Oregon, South Carolina, Tennessee, Texas and Washington. We also have a 77% ownership interest in Matariki Forestry Group, a joint venture (“New Zealand JV”subsidiary”), that owns or leases approximately 410,000421,000 gross acres (293,000(297,000 net plantable acres) of timberlands in New Zealand.
Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and delivered logs. Sales from our timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, and the leasing of properties for mineral extraction and cell towers.towers, and revenue from land-based solutions such as carbon capture and storage, solar and wind energy, and carbon credits. We believe we are the second largest publicly-traded timberland REIT and the sixththird largest private landownertimberland owner in the United States. Our Real Estate business manages all property sales and seeks to maximize the value of our properties that are more valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-strategic timberlands. Our Trading segment, also partprimarily consisting of activity by the New Zealand JV,subsidiary, markets and sells timber owned or acquired from third parties in New Zealand and Australia. We also engage in log trading activities from the U.S. South and U.S. Pacific Northwest.
CURRENT YEAR DEVELOPMENTS
In January 2017,    During 2023, we closed on the disposition ofacquired approximately 25,000 acres located in Alabama for a sale price of approximately $42 million. This was the last closing of a phased disposition totaling 62,000 acres that was announced in the previous year. This transaction was characterized as a Large Disposition.
In March 2017, we entered into an Underwriting Agreement in connection with the public offering and sale of 5,000,000 shares of the Company’s common stock, no par value, at a price to the public of $27.75 per share. As a component of the Offering, we granted the Underwriters a 30-day option to purchase up to an additional 750,000 common shares to cover over-allotments. This option was exercised resulting in a total increase in common shares outstanding of 5,750,000. Proceeds from the March 2017 equity offering amounted to $152.4 million, net of costs, and were used to finance a portion of the Company’s acquisition of approximately 95,1005,000 acres of timberlands in Florida, Georgia and South Carolina.
timberland for $14.1 million. For further information on acquisitions, see Note 4 — Timberland Acquisitions. In December 2017,addition, we closed on a second55,000-acre Large Disposition in Oregon for $242.2 million. See Item 7 — Results of approximately 25,000 acres located in AlabamaOperations and Note 2 — Segment and Geographical Information for a sale price of approximately $53.4 million.
In summary, during 2017, we completed Large Dispositions of 50,000 acres for $95.4 million and acquired approximately 109,000 acres of timberlands for $242.9 million. For additional information on acquisitions, see Note 3 — Timberland Acquisitions.regarding the Large Disposition.
INDUSTRY AND MARKET CONDITIONS
The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other wood products. The significant majority of timber sold in our Southern Timber segment is consumed domestically. With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, and to a lesser extent wood pellet markets. Our Pacific Northwest Timber segment relies primarily on domestic customers but also exports a significant volume of timber, particularly to China. The Southern Timber and Pacific Northwest Timber segments rely on the strength of U.S. lumber markets as well as underlying housing starts. Our New Zealand Timber segment sells timber to domestic New Zealand wood products mills and also exports a significant portion of its volume to markets in China, South Korea and Taiwan. In 2017, pricing in the U.S. South was negatively impacted by lower demand in the Gulf states and further hampered by fire and hurricane salvage along the east coast in the second half of the year. We anticipate pricingaddition to improve modestly in certain geographical areas of the U.S. South; however, we expect overall pricing to remain relatively flat in the near-term. Improving export and domestic markets drove increases in delivered sawtimber pricingmarket dynamics in the Pacific Northwest, while export and domestic sawtimber pricing inRim, the New Zealand improvedTimber segment is subject to foreign exchange fluctuations, which can impact the operating results of the segment in U.S. dollar terms.
Pricing in our timber segments is influenced by macroeconomic factors, including residential construction activity, and can also vary considerably on a local level based on weather, the available inventory of logs, mill demand, and export market access. In 2023, each of our timber segments experienced challenging conditions due to market headwinds and weaker end-market demand relative to the prior year. In our Southern Timber segment,

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weaker demand for pulp and lumber coupled with drier weather conditions led to lower net stumpage prices versus the prior year. In our Pacific Northwest Timber segment, average log prices for 2023 were below the prior year, primarily due to strong demand fromweaker domestic and export market demand. In New Zealand, average log prices for 2023 were lower than the prior year, as construction market headwinds in China continue to impact export market demand.
    We are subject to the risk of price fluctuations in certain of our cost components, primarily logging and transportation (cut and haul), ocean freight and demurrage costs. Following a sharp increase in 2022, our New Zealand Timber segment experienced significantly lower ocean freight costs in 2023. Other major components of our cost of sales are the cost basis of timber sold (depletion) and the cost basis of real estate sold. Depletion includes the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs. The cost basis of real estate sold includes the cost basis in land and costs directly associated with the development and construction of identified real estate projects, such as well as strong local demand.infrastructure, roadways, utilities, amenities and/or other improvements. Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs.
In Real Estate, we expect steadyoverall demand for rural HBU properties and a strengthening interestour improved development projects remained strong in selected2023. Our improved development properties, particularly withinprojects, specifically Wildlight, our East Nassau mixed-use development project.project north of Jacksonville, Florida, and Heartwood, our development project south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have thus far outweighed the impacts of higher interest rates.



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CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
The preparation of financial statements requires us to establish accounting policies and make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities in our Annual Report on Form 10-K. We base these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information we believe are reasonable. Actual results may differ from these estimates.
CAPITALIZED COSTS INCLUDED IN TIMBER BASIS
Timber is stated at the lower of cost or market value. Costs relating to acquiring, planting and growing timber including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies are capitalized. Annual lease payments are allocated between capital and expense based on the proportion of acres that the Company will be able to harvest prior to lease expiration. Lease payments made within one year of expiration are expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities, while interest or any other intangible costs are not capitalized.
MERCHANTABLE INVENTORY AND DEPLETION COSTS AS DETERMINED BY TIMBER HARVEST MODELS
An annual depletion rate is established for each particular region by dividing the cost of merchantable inventory (including costs described above) by standing merchantable inventory volume. Pre-merchantable records are maintained for each planted year age class, recordingincluding acres planted, stems per acre and costs of planting and tending. For more information, see Discussion of Timber Inventory and Sustainable Yield in Item 1 — Business.
Significant assumptions and estimates are used in the recording of timber inventory and depletion costs. Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual versus estimated growth rates and changes in the age when timber is considered merchantable. A 3% company-wide change in estimated standing merchantable inventory would causehave caused an estimated change of approximately $3.2$5.6 million to 20172023 depletion expense.
Merchantable standing timber inventory is estimated by our land information services group annually, using industry-standard computer software. The inventory calculation takes into account growth, in-growth (annual transfer of oldest pre-merchantable age class into merchantable inventory), timberland sales and the annual harvest specific to each business unit. The age at which timber is considered merchantable is reviewed periodically and updated for changing harvest practices, future harvest age profiles and biological growth factors.


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Acquisitions of timberland can also affect the depletion rate. Upon the acquisition of timberland, we make a determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to create a new pool. The determination is based on the geographic location of the new timber, the customers/markets that will be served and species mix. During 2017,2023, we acquired 109,0005,000 acres of timberlands in Florida, Georgia, South Carolina,Texas, Washington and New Zealand. These acquisitions increased 2017did not have a material impact on 2023 depletion expense by $5.1 million and are expected to increase 2018 depletion expense by approximately $13.5 million.rates.
REVENUE RECOGNITION FOR TIMBER SALES
Revenue from the saleSee Note 1 — Summary of timber is recognized when title passes to the buyer. We utilize two primary methods or sales channels for the sale of timber: a stumpage or standing timber model and a delivered log model. The sales method the Company employs depends upon local market conditions and which method management believes will provide the best overall margins. Under the stumpage model, standing timber is sold generally under pay-as-cut contracts, with specified duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber is severed and the sales volume is determined. We also sell stumpage under lump-sum contracts for specified parcels where the Company receives cash for the full agreed value of the timber prior to harvest and title and risk of loss pass to the buyer upon signing the contract. The Company retains interest in the land, slash products, and the use of the land for recreational and other purposes. Any uncut timber remaining at the end of the contract period reverts to the Company. We recognize revenue for lump-sum timber sales when payment is received, the contract is signed and title and risk of loss pass to the buyer. A third type of stumpage sale is an agreed-volume sale whereby revenue is recognized as periodic physical observations are made of the percentage of acreage harvested.


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Under the delivered log model, the Company hires third-party loggers and haulers to harvest timber and deliver it to a buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers on open credit terms. Sales of export logs generally require a letter of credit from an approved bank. Revenue is recognized when the logs are delivered and title and risk of loss transfer to the buyer.
For domestic log sales, title and risk are considered passed to the buyer as the logs are delivered to the customer. For export log sales (primarily in New Zealand), title and risk are considered passed to the buyer at the time the ship leaves the port.
In the Trading business, revenue is recognized and title and risk of loss transfer similar to the delivered log model.
Non-timber income is primarily comprised of hunting and recreational licenses. Such income and costs are recognized ratably over the term of the agreement and included in “Sales” and “Cost of Sales”, respectively.
REVENUE RECOGNITION FOR REAL ESTATE SALES
The Company generally recognizes revenue on sales of real estate using the full accrual method at closing when cash has been received, the sale has closed, title and risk of loss have passed to the buyer and there is no continuing involvement with the property. Revenue is recognized using the percentage-of-completion method on sales of real estate containing future performance obligations. Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the property that was conveyed to the buyer, any real estate development costs and any closing costs including sales commissions that may be borne by the Company. Costs incurred to obtain land use entitlements or for infrastructure such as utilities, roads or other improvements are charged to cost of sales for a project as a percentage of revenue earned to total anticipated revenue and costs for each project.
When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold through completion. Costs are allocated to each sold unit or lot based upon the relative sales value. For purposes of allocating development costs, estimates of future revenues and development costs are re-evaluated periodically throughout the year, with adjustments being allocated prospectively to the remaining units available for sale..
DETERMINING THE ADEQUACY OF PENSION AND OTHER POSTRETIREMENT BENEFIT ASSETS AND LIABILITIES
We have one qualified non-contributory defined benefit pension plan covering a portion of our employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plan. The qualified and unfunded plans are closed to new participants. Effective December 31, 2016, we froze benefits for all employees participating in the pension plans. In December 2022, the Rayonier Board of Directors approved the resolution to terminate the Defined Benefit Plan and notified impacted parties of the termination and alternative distribution options. The Defined Benefit Plan was terminated on February 28, 2023. On July 20, 2023, the Rayonier Board of Directors approved the resolution to terminate the unfunded plan and will distribute all benefits in accordance with Section 409A of the Internal Revenue Code. The unfunded plan was terminated on July 31, 2023.
In 2017, we recognized no pension and postretirement expense due to the expected return on plan assets offsetting interest costs and amortization of losses (gains).    Numerous estimates and assumptions are required to determine the proper amount of pension and postretirement liabilities and annual expense to record in our financial statements. The key assumptions include discount rate, return on assets, health care cost trends, mortality rates and longevity of employees. Although there is authoritative guidance on how to select most of the assumptions, some degree of judgment is exercised in selecting these assumptions. Different assumptions, as well as actual versus expected results, would change the periodic benefit cost and funded status of the benefit plans recognized in the financial statements. Effective December 31, 2016, the Company froze benefits for all employees participatingThe changes in our discount rate and expected return on plan assets have an inverse relationship with our projected benefit obligation and pension expense, respectively. A hypothetical 25 basis point increase/decrease in our pension plan’s discount rate would result in a decrease/increase in the projected benefit obligation of approximately $1.5 million and $1.6 million, respectively. A hypothetical 25 basis point increase/decrease in our pension plans.plan’s expected return on plan assets assumption would result in a decrease/increase in pension expense of approximately $0.2 million. See Note 1518 — Employee Benefit Plans for additional information.
REALIZABILITY
IMPAIRMENT OF BOTH RECORDED AND UNRECORDEDLONG-LIVED ASSETS
We review the carrying amount of long-lived assets whenever an event or a change in circumstances indicates that the carrying value of the asset or asset group may not be recoverable through future operations. If we evaluate recoverability, we are required to estimate future cash flows and residual value of the asset or asset group. The evaluation of future cash flows requires the use of assumptions that include future economic conditions such as construction costs and sales values that may differ from actual results. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. See Note 1 — Summary of Significant Accounting Policies for additional information.

DEFERRED TAX ASSETS AND TAX LIABILITIESITEMS
The Timber and Real Estate operations conducted within our REIT are generally not subject to U.S. income taxation. We expect any variability in our effective tax rate and the amount of cash taxes to be paid to be driven primarily by our New Zealand Timber and Trading segments as our other business operations are conducted within oursegments. Rayonier’s taxable REIT subsidiary is subject to U.S. REIT subsidiaries. However,federal and state income taxes. Deferred tax expense or benefit is recognized in the assessment offinancial statements according to the ability to realize certainchanges in deferred tax assets or estimateand liabilities between years. Valuation allowances are established to reduce deferred tax liabilities, remains subjective. assets when it becomes more likely than not that such assets will not be realized.See Note 920 — Income Taxes for additional information about our unrecognized tax benefits.





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ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
We determine the costs of environmental remediation for areas we have been named potentially liable parties based on evaluations of current law and existing technologies. Inherent uncertainties exist in such evaluations primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability and emerging remediation technologies. At December 31, 2023, the total amount of liabilities recorded on our Consolidated Balance Sheets related to environmental contamination and Natural Resource Damages was $16.6 million. This is management’s best estimate of the costs for remediation and restoration, however, management will continue to monitor the cleanup process and make adjustments to the liability as needed. For more information, see Governmental Regulations and Environmental Matters in Item 1 — Business, Note 1 — Summary of Significant Accounting Policies and Note 12 — Environmental Remediation Liabilities.

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RESULTS OF OPERATIONS
Summary of our results of operations for the three years ended December 31:
Financial Information (in millions)2017 2016 2015
Sales     
Southern Timber
$144.5
 
$151.2
 
$157.8
Pacific Northwest Timber91.9
 77.8
 80.2
New Zealand Timber247.6
 177.8
 162.8
Real Estate     
Improved Development6.3
 1.7
 2.6
Unimproved Development16.4
 5.5
 6.4
Rural18.6
 18.8
 22.7
Non-Strategic / Timberlands46.3
 66.1
 54.8
Large Dispositions95.4
 207.3
 —
Total Real Estate183.0
 299.4
 86.5
Trading152.6
 109.7
 81.5
Total Sales
$819.6
 
$815.9
 
$568.8
      
Operating Income     
Southern Timber
$42.2
 
$43.1
 
$46.7
Pacific Northwest Timber1.1
 (4.0) 6.9
New Zealand Timber72.5
 33.1
 2.8
Real Estate (a)116.0
 202.4
 44.3
Trading4.6
 2.0
 1.2
Corporate and other(20.9) (20.8) (24.1)
Operating Income215.5
 255.8
 77.8
Interest Expense(34.1) (32.2) (31.7)
Interest/Other Income (Expense)1.9
 (0.8) (3.0)
Income Tax (Expense) Benefit(21.8) (5.0) 0.8
Net Income (a)161.5
 217.8
 43.9
Less: Net Income (Loss) Attributable to Noncontrolling Interest12.7
 5.8
 (2.3)
Net Income Attributable to Rayonier Inc. (a)
$148.8
 
$212.0
 
$46.2
      
Adjusted EBITDA (b)     
Southern Timber
$91.6
 
$92.9
 
$101.0
Pacific Northwest Timber33.1
 21.2
 21.7
New Zealand Timber109.0
 58.3
 33.0
Real Estate71.6
 84.7
 70.8
Trading4.6
 2.0
 1.2
Corporate and other(19.4) (19.4) (19.7)
Total Adjusted EBITDA (b)
$290.5
 
$239.7
 
$208.0
Financial Information (in millions of dollars)202320222021
Sales
Southern Timber$264.1 $264.2 $204.4 
Pacific Northwest Timber124.1 162.2 143.0 
New Zealand Timber235.5 274.1 281.2 
Timber Funds (a)— — 199.4 
Real Estate
Improved Development30.7 35.4 51.7 
Unimproved Development0.1 — 37.5 
Rural99.7 59.5 43.1 
Timberland & Non-Strategic3.3 11.4 — 
Conservation Easement— — 3.9 
Deferred Revenue/Other (b)13.9 1.2 (2.4)
Large Dispositions242.2 30.5 56.0 
Total Real Estate390.0 138.0 189.9 
Trading43.7 71.0 95.4 
Intersegment Eliminations(0.5)(0.4)(3.7)
Total Sales$1,056.9 $909.1 $1,109.6 
Operating Income (Loss)
Southern Timber$76.3 $96.6 $66.1 
Pacific Northwest Timber (c)(9.0)15.2 6.8 
New Zealand Timber (d)26.0 30.6 51.5 
Timber Funds (a)— — 63.3 
Real Estate (e)156.6 58.5 112.5 
Trading0.5 0.4 0.1 
Corporate and other(39.1)(35.5)(30.6)
Operating Income211.3 165.8 269.8 
Interest expense(48.3)(36.2)(44.9)
Interest and other miscellaneous income, net (f)20.6 2.6 0.2 
Income tax expense(5.1)(9.4)(14.6)
Net Income178.5 122.8 210.5 
Less: Net income attributable to noncontrolling interests in consolidated affiliates (g)(2.1)(13.3)(53.4)
Net Income Attributable to Rayonier, L.P.$176.4 $109.5 $157.1 
Less: Net income attributable to noncontrolling interests in the operating partnership(2.9)(2.4)(4.5)
Net Income Attributable to Rayonier Inc.$173.5 $107.1 $152.6 
Adjusted EBITDA (h)
Southern Timber$156.2 $156.9 $120.2 
Pacific Northwest Timber27.9 63.9 57.3 
New Zealand Timber50.0 54.5 78.5 
Timber Funds— — 2.3 
Real Estate99.3 72.7 100.7 
Trading0.5 0.4 0.1 
Corporate and other(37.4)(34.2)(29.4)
Total Adjusted EBITDA (h)$296.5 $314.2 $329.8 
(a)The 2017 and 2016 results included $67.0 million and $143.9 million related to Large Dispositions, respectively.
(b)
Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.

(a)The year ended December 31, 2021 includes sales and operating income of $156.8 million and $51.5 million, respectively, from Fund II Timberland Dispositions.

(b)Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.
(c)The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events.
(d)The year ended December 31, 2023 includes $2.3 million of timber write-offs resulting from casualty events.
(e)The years ended December 31, 2023, December 31, 2022 and December 31, 2021 include income of $105.1 million, $16.6 million and $44.8 million, respectively, from Large Dispositions. The year ended December 31, 2022 includes $16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington.
(f)The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.
(g)The year ended December 31, 2021 includes a $41.2 million gain from Fund II Timberland Dispositions.
(h)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.


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Southern Timber Overview2017 2016 2015
Sales Volume (in thousands of tons)     
Pine Pulpwood3,103
 3,376
 3,614
Pine Sawtimber1,933
 1,587
 1,581
Total Pine Volume5,036
 4,963
 5,195
Hardwood278
 354
 297
Total Volume5,314
 5,317
 5,492
      
Percentage Delivered Sales22% 27% 27%
Percentage Stumpage Sales78% 73% 73%
      
Net Stumpage Prices (dollars per ton)     
Pine Pulpwood
$16.14
 
$17.76
 
$18.13
Pine Sawtimber25.64
 26.76
 27.62
Weighted Average Pine
$19.79
 
$20.64
 
$21.01
Hardwood12.58
 13.91
 14.65
Weighted Average Total
$19.41
 
$20.18
 
$20.66
      
Summary Financial Data (in millions of dollars)     
Sales
$122.6
 
$132.9
 
$139.1
Less: Cut and Haul(19.5) (25.6) (25.7)
Net Stumpage Sales
$103.1
 
$107.3
 
$113.4
      
Non-Timber Sales
$21.9
 
$18.3
 
$18.7
Total Sales
$144.5
 
$151.2
 
$157.8
      
Operating Income
$42.2
 
$43.1
 
$46.7
(+) Depreciation, depletion and amortization49.4
 49.8
 54.3
Adjusted EBITDA (a)
$91.6
 
$92.9
 
$101.0
      
Other Data     
Year-End Acres (in thousands)1,820
 1,849
 1,876
Southern Timber Overview202320222021
Sales Volume (in thousands of tons)
Pine Pulpwood3,821 3,911 3,516 
Pine Sawtimber3,295 2,041 2,001 
Total Pine Volume7,116 5,952 5,517 
Hardwood198 331 177 
Total Volume7,314 6,283 5,694 
% Delivered Volume (vs. Total Volume)35 %43 %40 %
% Pine Sawtimber Volume (vs. Total Pine Volume)46 %34 %36 %
% Export Volume (vs. Total Volume) (a)1 %2 %5 %
Net Stumpage Prices (dollars per ton)
Pine Pulpwood$16.78 $22.45 $19.09 
Pine Sawtimber29.64 34.36 28.27 
Weighted Average Pine$22.73 $26.53 $22.42 
Hardwood13.89 23.48 17.96 
Weighted Average Total$22.49 $26.37 $22.28 
Summary Financial Data (in millions of dollars)
Timber Sales$226.6 $236.6 $179.8 
Less: Cut and Haul(58.0)(64.0)(43.6)
Less: Port and Freight(4.5)(6.8)(9.4)
Net Stumpage Sales$164.1 $165.8 $126.9 
Non-Timber Sales37.5 27.6 24.6 
Total Sales$264.1 $264.2 $204.4 
Operating Income$76.3 $96.6 $66.1 
(+) Depreciation, depletion and amortization80.0 60.3 54.1 
Adjusted EBITDA (b)$156.2 $156.9 $120.2 
Other Data
Year-End Acres (in thousands)1,852 1,919 1,798 
(a)
Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.

(a)Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.

(b)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.





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Pacific Northwest Timber Overview2017 2016 2015
Sales Volume (in thousands of tons)     
Pulpwood276
 319
 308
Sawtimber971
 876
 935
Total Volume1,247
 1,195
 1,243
      
Sales Volume (converted to MBF)     
Pulpwood25,973
 30,200
 29,208
Sawtimber125,577
 114,091
 120,932
Total Volume151,550
 144,291
 150,140
      
Percentage Delivered Sales83% 91% 88%
Percentage Sawtimber Sales78% 73% 75%
      
Delivered Log Prices (in dollars per ton)     
Pulpwood
$40.62
 
$41.97
 
$44.61
Sawtimber84.55
 73.44
 72.13
Weighted Average Log Price
$73.89
 
$64.68
 
$64.83
      
Summary Financial Data (in millions of dollars)     
Sales
$88.7
 
$75.2
 
$76.5
Less: Cut and Haul(36.7) (34.7) (35.4)
Net Stumpage Sales
$52.0
 
$40.5
 
$41.1
      
Non-Timber Sales
$3.2
 
$2.6
 
$3.7
Total Sales
$91.9
 
$77.8
 
$80.2
      
Operating Income
$1.1
 
($4.0) 
$6.9
(+) Depreciation, depletion and amortization32.0
 25.2
 14.8
Adjusted EBITDA (a)
$33.1
 
$21.2
 
$21.7
      
Other Data     
Year-End Acres (in thousands)378
 378
 373
Sawtimber (in dollars per MBF) (b)
$665
 
$566
 
$565
Estimated Percentage of Export Volume26% 24% 22%
Pacific Northwest Timber Overview202320222021
Sales Volume (in thousands of tons)
Pulpwood216 300 287 
Domestic Sawtimber (a)999 1,188 1,382 
Export Sawtimber89 97 — 
Total Volume1,305 1,585 1,669 
% Delivered Volume (vs. Total Volume)97 %92 %88 %
% Sawtimber Volume (vs. Total Volume)83 %81 %83 %
% Export Volume (vs. Total Volume) (b)12 %11 %16 %
Delivered Log Pricing (in dollars per ton)
Pulpwood$38.78 $50.83 $31.65 
Domestic Sawtimber97.71 111.96 97.87 
Export Sawtimber (c)142.63 117.85 — 
Weighted Average Log Price$90.97 $100.50 $86.23 
Summary Financial Data (in millions of dollars)
Timber Sales$117.9 $156.6 $137.1 
Less: Cut and Haul(56.6)(62.7)(55.3)
Less: Port and Freight(5.2)(2.8)— 
Net Stumpage Sales$56.1 $91.1 $81.8 
Non-Timber Sales6.3 5.6 5.9 
Total Sales$124.1 $162.2 $143.0 
Operating Income (Loss)($9.0)$15.2 $6.8 
(+) Timber write-offs resulting from casualty events (d)— 0.7 — 
(+) Depreciation, depletion and amortization36.9 48.0 50.5 
Adjusted EBITDA (e)$27.9 $63.9 $57.3 
Other Data
Year-End Acres (in thousands)418 474 490 
Northwest Sawtimber (in dollars per MBF) (f)$711 $849 $748 
(a)
Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
(b)Delivered sawtimber excluding chip-n-saw.

(a)Includes volumes sold to third-party exporters.

(b)Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.
(c)Direct exports through our log export program began in Q1 2022. Prior to Q4 2022, pricing reflects the transfer of logs on an FOB basis. Beginning in Q4 2022, pricing is reported on a CFR basis (i.e., inclusive of export costs and freight).
(d)Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.
(e)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.
(f)Delivered Sawtimber excluding chip-n-saw.




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New Zealand Timber Overview2017 2016 2015
Sales Volume (in thousands of tons)     
Domestic Pulpwood (Delivered)448
 374
 434
Domestic Sawtimber (Delivered)852
 820
 684
Export Pulpwood (Delivered)106
 85
 83
Export Sawtimber (Delivered)1,133
 932
 982
Stumpage—
 10
 228
Total Volume2,539
 2,221
 2,412
      
Delivered Log Prices (in dollars per ton)     
Domestic Pulpwood
$33.84
 
$31.75
 
$32.00
Domestic Sawtimber
$81.12
 
$72.68
 
$64.05
Export Sawtimber
$112.74
 
$98.32
 
$88.59
      
Summary Financial Data (in millions of dollars)     
Sales
$222.5
 
$170.7
 
$155.7
Less: Cut and Haul(80.6) (70.9) (71.5)
Less: Port and Freight Costs(39.7) (28.0) (32.0)
Net Stumpage Sales
$102.2
 
$71.8
 
$52.2
      
Land / Other Sales
$24.3
 
$1.8
 
$5.9
Non-Timber Sales / Carbon Credits0.8
 5.3
 1.2
Total Sales
$247.6
 
$177.8
 
$162.8
      
Operating Income
$72.5
 
$33.1
 
$2.8
(+) Depreciation, depletion and amortization36.4
 23.4
 29.7
(+) Non-cash cost of land sold0.1
 1.8
 0.5
Adjusted EBITDA (a)
$109.0
 
$58.3
 
$33.0
      
Other Data     
New Zealand Dollar to U.S. Dollar Exchange Rate (b)0.7108
 0.6971
 0.7031
Net Plantable Year-End Acres (in thousands)293
 299
 299
Export Sawtimber (in dollars per JAS m3)
$131.08
 
$114.27
 
$103.49
Domestic Sawtimber (in $NZD per tonne)
$125.43
 
$114.54
 
$100.47
New Zealand Timber Overview202320222021
Sales Volume (in thousands of tons)
Domestic Pulpwood (Delivered)225 388 425 
Domestic Sawtimber (Delivered)677 686 671 
Export Pulpwood (Delivered)230 182 198 
Export Sawtimber (Delivered)1,344 1,360 1,308 
Total Volume2,476 2,616 2,602 
% Delivered Volume (vs. Total Volume)100 %100 %100 %
% Sawtimber Volume (vs. Total Volume)82 %78 %76 %
% Export Volume (vs. Total Volume) (a)64 %59 %58 %
Delivered Log Pricing (in dollars per ton)
Domestic Pulpwood$34.58 $33.50 $41.97 
Domestic Sawtimber66.31 71.87 83.19 
Export Sawtimber102.39 124.91 138.84 
Weighted Average Log Price$85.27 $96.77 $107.65 
Summary Financial Data (in millions of dollars)
Timber Sales$211.1 $253.1 $280.1 
Less: Cut and Haul (b)(84.5)(94.3)(91.9)
Less: Port and Freight (b)(64.8)(94.1)(91.1)
Net Stumpage Sales$61.8 $64.8 $97.1 
Non-Timber Sales / Carbon Credits24.4 21.0 1.1 
Total Sales$235.5 $274.1 $281.2 
Operating Income$26.0 $30.6 $51.5 
(+) Timber write-offs resulting from casualty events (c)2.3 — — 
(+) Depreciation, depletion and amortization21.7 23.9 27.0 
Adjusted EBITDA (d)$50.0 $54.5 $78.5 
Other Data
New Zealand Dollar to U.S. Dollar Exchange Rate (e)0.6117 0.6350 0.7090 
Net Plantable Year-End Acres (in thousands)297 297 296 
Export Sawtimber (in dollars per JAS m3)
$119.04 $145.23 $161.42 
Domestic Sawtimber (in $NZD per tonne)$119.25 $124.50 $129.07 
(a)
Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
(b)Represents the average of the month-end exchange rates for each year.

(a)Percentage of export volume reflects direct exports through our log export program.

(b)Prior periods have been restated to reclassify certain export related costs from cut and haul to port and freight.

(c)Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.
(d)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.
(e)Represents the period-average rate.




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Real Estate Overview2017 2016 2015Real Estate Overview202320222021
Sales (in millions of dollars)     
Improved Development (a)
$6.3
 
$1.7
 
$2.6
Improved Development (a)
Improved Development (a)
Unimproved Development16.4
 5.5
 6.4
Rural18.6
 18.8
 22.7
Non-Strategic / Timberlands46.3
 66.1
 54.8
Large Dispositions (b)95.4
 207.3
 —
Timberland & Non-Strategic
Conservation Easement
Conservation Easement
Conservation Easement
Deferred Revenue/Other (b)
Large Dispositions (c)
Total Sales
$183.0
 
$299.4
 
$86.5
     
Acres Sold     
Acres Sold
Acres Sold
Improved Development (a)
Improved Development (a)
Improved Development (a)23
 47
 74
Unimproved Development1,449
 206
 699
Rural6,344
 6,684
 8,754
Non-Strategic / Timberlands16,007
 28,743
 23,602
Large Dispositions (b)49,599
 92,434
 —
Timberland & Non-Strategic
Large Dispositions (c)
Large Dispositions (c)
Large Dispositions (c)
Total Acres Sold73,422
 128,114
 33,130
     
Price per Acre (dollars per acre)     
Price per Acre (dollars per acre)
Price per Acre (dollars per acre)
Improved Development (a)
Improved Development (a)
Improved Development (a)
$296,550
 
$37,353
 
$35,131
Unimproved Development11,318
 26,959
 9,148
Rural2,937
 2,794
 2,588
Non-Strategic / Timberlands2,891
 2,301
 2,324
Large Dispositions (b)1,922
 2,242
 —
Weighted Average (Total) (c)
$3,702
 
$2,581
 
$2,611
Weighted Average (Adjusted) (d)
$3,417
 
$2,536
 
$2,538
Timberland & Non-Strategic
     
Large Dispositions (c)
Large Dispositions (c)
Large Dispositions (c)
Weighted Average (Total) (d)
Weighted Average (Adjusted) (e)
Total Sales (Excluding Large Dispositions)
Total Sales (Excluding Large Dispositions)
Total Sales (Excluding Large Dispositions)
$87.6
 
$92.1
 
$86.5
     
Operating Income
$116.0
 
$202.4
 
$44.3
Operating Income
Operating Income
(–) Gain associated with the multi-family apartment complex sale attributable to NCI (f)
(–) Large Dispositions (c)
(+) Depreciation, depletion and amortization9.0
 16.3
 14.5
(+) Depreciation, depletion and amortization
(+) Depreciation, depletion and amortization
(+) Non-cash cost of land and improved development13.6
 9.9
 12.0
(–) Large Dispositions (b)(67.0) (143.9) —
Adjusted EBITDA (e)
$71.6
 
$84.7
 
$70.8
(+) Non-cash cost of land and improved development
(+) Non-cash cost of land and improved development
Adjusted EBITDA (g)
Adjusted EBITDA (g)
Adjusted EBITDA (g)
(a)Reflects land with capital invested in infrastructure improvements.
(a)Reflects land with capital invested in infrastructure improvements. Sales for the year ended December 31, 2017 are presented net of $0.6 million of deferred revenue adjustments due to remaining performance obligations. Price per acre is calculated on gross sales of $6.9 million for the year ended December 31, 2017.
(b)Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value. In 2017, the Company completed two dispositions of approximately 50,000 total acres. In January 2017, the Company completed a disposition of approximately 25,000 acres of timberland located in Alabama for a sales price and gain of approximately $42.0 million and $28.2 million, respectively. In December 2017, the Company completed a second disposition of approximately 25,000 acres of timberland located in Alabama for a sales price and gain of approximately $53.4 million and $38.8 million, respectively. In 2016, the Company completed two dispositions of approximately 92,000 total acres for a combined sales price and gain of approximately $207.3 million and $143.9 million, respectively.
(c)Excludes Large Dispositions.
(d)Excludes Improved Development and Large Dispositions.
(e)
Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.

(b)Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.
(c)Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.
(d)Excludes Large Dispositions.
(e)Excludes Improved Development and Large Dispositions.
(f)Gain associated with the multi-family apartment complex sale attributable to NCI represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
(g)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.


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Trading Overview202320222021
Sales Volume (in thousands of tons)
U.S.71 99 1 
NZ307 460 705 
Total Volume378 559 706 
Summary Financial Data (in millions of dollars)
Trading Sales$41.9 $69.3 $93.6 
Non-Timber Sales1.8 1.7 1.7 
Total Sales$43.7 $71.0 $95.4 
Operating Income$0.5 $0.4 $0.1 
Adjusted EBITDA (a)$0.5 $0.4 $0.1 
(a)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.


43
Capital Expenditures By Segment2017 2016 2015
Timber Capital Expenditures (in millions of dollars)     
Southern Timber     
Reforestation, silvicultural and other capital expenditures
$17.9
 
$19.2
 
$17.7
Property taxes8.1
 5.0
 5.9
Lease payments4.8
 5.2
 5.7
Allocated overhead3.7
 4.2
 3.9
Subtotal Southern Timber
$34.5
 
$33.6
 
$33.2
Pacific Northwest Timber     
Reforestation, silvicultural and other capital expenditures7.3
 5.8
 6.2
Property taxes0.9
 0.7
 0.5
Allocated overhead2.0
 1.5
 1.8
Subtotal Pacific Northwest Timber
$10.2
 
$8.0
 
$8.5
New Zealand Timber     
Reforestation, silvicultural and other capital expenditures9.1
 8.6
 8.0
Property taxes0.7
 0.6
 0.7
Lease payments4.4
 4.2
 4.1
Allocated overhead2.9
 2.6
 2.4
Subtotal New Zealand Timber
$17.1
 
$16.0
 
$15.2
Total Timber Segments Capital Expenditures
$61.8
 
$57.6
 
$56.9
Real Estate1.3
 0.3
 0.3
Corporate2.2
 0.8
 0.1
Total Capital Expenditures
$65.3
 
$58.7
 
$57.3
 




Timberland Acquisitions     
Southern Timber
$220.0
 
$104.0
 
$54.4
Pacific Northwest Timber1.5
 262.5
 34.1
New Zealand Timber21.4
 —
 9.9
Total Timberland Acquisitions
$242.9
 
$366.5


$98.4
      
Real Estate Development Investments
$15.8
 
$8.7
 
$2.7
Rayonier Office Building
$6.1
 
$6.3
 
$0.9



39
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Capital Expenditures By Segment202320222021
Timber Capital Expenditures (in millions of dollars)
Southern Timber
Reforestation, silviculture and other capital expenditures$30.6 $24.1 $21.5 
Property taxes7.3 7.1 6.8 
Lease payments2.8 3.1 3.1 
Allocated overhead5.9 4.9 4.4 
Subtotal Southern Timber$46.5 $39.3 $35.8 
Pacific Northwest Timber
Reforestation, silviculture and other capital expenditures10.9 10.5 10.8 
Property taxes0.9 1.1 1.1 
Allocated overhead5.6 5.2 4.7 
Subtotal Pacific Northwest Timber$17.4 $16.8 $16.6 
New Zealand Timber
Reforestation, silviculture and other capital expenditures8.6 10.9 11.2 
Property taxes0.8 0.8 0.8 
Lease payments4.5 4.4 5.2 
Allocated overhead2.8 2.4 3.0 
Subtotal New Zealand Timber$16.7 $18.5 $20.1 
Total Timber Segments Capital Expenditures$80.5 $74.5 $72.5 
Timber Funds (“Look-through”) (a)— — 0.5 
Real Estate0.3 0.3 0.2 
Corporate0.6 — — 
Total Capital Expenditures$81.4 $74.8 $73.2 
Timberland Acquisitions
Southern Timber$10.5 $457.8 $168.2 
Pacific Northwest Timber3.6 — — 
New Zealand Timber— 0.7 10.9 
Total Timberland Acquisitions$14.1 $458.5 $179.1 
Real Estate Development Investments (b)$23.1 $13.7 $12.5 
(a)The year ended December 31, 2021 excludes $2.8 million of capital expenditures attributable to noncontrolling interests in Timber Funds.
(b)Represents investments in master infrastructure or entitlements in our real estate development projects. Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.

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RESULTS OF OPERATIONS, 20172023 VERSUS 20162022
(millions of dollars)
The following tables summarize sales, operating income and Adjusted EBITDA variances for 20172023 versus 2016:2022:
Sales Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Total
2016 
$151.2
 
$77.8
 
$177.8
 
$299.4
 
$109.7
 
$815.9
Volume/Mix (0.1) 1.8
 24.6
 (30.6) 25.5
 21.2
Sales
SalesSouthern TimberPacific Northwest TimberNew Zealand TimberReal EstateTradingElim.Total
2022
Volume
Price (4.2) 9.7
 26.3
 26.7
 17.4
 75.9
Non-timber sales 3.6
 0.6
 (4.7) —
 —
 (0.5)
Foreign exchange (a) —
 —
 1.1
 —
 —
 1.1
Other (6.0)(b)2.0
(b)22.5
(c)(112.5)(d)—
 (94.0)
2017 
$144.5
 
$91.9
 
$247.6
 
$183.0
 
$152.6
 
$819.6
2023
(a)Net of currency hedging impact.
(a)Net of currency hedging impact.
(b)Includes variance due to stumpage versus delivered sales.
(c)New Zealand Timber includes $24.3 million of timberland sales in 2017, offset by $1.8 million of timberland sales in 2016.
(d)Real Estate included $95.4 million of sales from Large Dispositions in 2017, offset by $207.3 million of sales from Large Dispositions in 2016 and $0.6 million of deferred revenue in 2017.
(b)Includes variance due to stumpage versus delivered sales.
Operating Income Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total
2016 
$43.1
 
($4.0) 
$33.1
 
$202.4
 
$2.0
 
($20.8) 
$255.8
Volume/Mix (0.2) 0.4
 7.2
 (21.6) —
 —
 (14.2)
Price (4.2) 9.7
 20.3
 26.7
 —
 —
 52.5
Cost 0.6
 0.3
 (1.2) (0.3) 2.6
 0.3
 2.3
Non-timber income 2.4
 0.4
 (4.1) —
 —
 —
 (1.3)
Foreign exchange (a) —
 —
 2.5
 —
 —
 —
 2.5
Depreciation, depletion & amortization 0.5
 (5.7) (0.5) 2.0
 —
 (0.4) (4.1)
Non-cash cost of land and improved development —
 —
 —
 (7.0) —
 —
 (7.0)
Other —
 —
 15.2
(b)(86.2)(c)—
 —
 (71.0)
2017 
$42.2
 
$1.1
 
$72.5
 
$116.0
 
$4.6
 
($20.9) 
$215.5
(c)Includes variance due to domestic versus export sales.
(d)Includes a $211.7 million increase in Large Dispositions as well as deferred revenue adjustments, revenue true-ups, and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

Operating IncomeSouthern TimberPacific Northwest TimberNew Zealand TimberReal EstateTradingCorporate and OtherTotal
2022$96.6 $15.2 $30.6 $58.5 $0.4 ($35.5)$165.8 
Volume17.1 (5.5)(2.5)43.6 — — 52.7 
Price (a)(28.4)(17.6)(1.5)(45.8)— — (93.3)
Cost(8.1)(5.2)(2.1)(8.5)0.1 (3.2)(27.0)
Non-timber income (b)9.0 0.6 3.7 — — — 13.3 
Foreign exchange (c)— — (0.1)— — — (0.1)
Depreciation, depletion & amortization(9.9)2.8 0.2 6.0 — (0.4)(1.3)
Non-cash cost of land and improved development— — — 24.1 — — 24.1 
Other— 0.7 (d)(2.3)(e)78.7 (f)— — 77.1 
2023$76.3 ($9.0)$26.0 $156.6 $0.5 ($39.1)$211.3 
(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.
(a)Net of currency hedging impact.
(b)New Zealand Timber includes $14.8 million from timberland sales in 2017 and $0.4 million from a settlement received in 2017.
(c)Real Estate includes $67.0 million of operating income from two Large Dispositions in 2017, offset by $0.6 million of deferred revenue in 2017, $143.9 million of operating income from Large Dispositions in 2016 and receipt of $8.7 million in deferred payments with respect to prior land sales.

(b)For the New Zealand Timber segment, includes carbon credit sales.
(c)Net of currency hedging impact.
(d)Includes $0.7 million of timber write-offs resulting from casualty events in the prior year.
(e)Includes $2.3 million of timber write-offs resulting from casualty events in the current year.
(f)Includes an $88.5 million increase in operating income from Large Dispositions in the current year, which is partially offset by $16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington in the prior year. Real estate also includes deferred revenue adjustments, revenue true-ups, and marketing fees related Improved Development sales in addition to residential and commercial lease revenue.









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Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total
2016 
$92.9
 
$21.2
 
$58.3
 
$84.7
 
$2.0
 
($19.4) 
$239.7
Volume/Mix (0.1) 1.5
 10.3
 (30.1) —
 —
 (18.4)
Price (4.2) 9.7
 20.3
 26.7
 —
 —
 52.5
Cost 0.6
 0.3
 (1.2) (0.3) 2.6
 —
 2.0
Non-timber income 2.4
 0.4
 (4.1) —
 —
 —
 (1.3)
Foreign exchange (b) —
 —
 3.0
 —
 —
 —
 3.0
Other —
 —
 22.4
(c)(9.4)(d)—
 —
 13.0
2017 
$91.6
 
$33.1
 
$109.0
 
$71.6
 
$4.6
 
($19.4) 
$290.5
Adjusted EBITDA (a)Southern TimberPacific Northwest TimberNew Zealand TimberReal EstateTradingCorporate and OtherTotal
2022$156.9 $63.9 $54.5 $72.7 $0.4 ($34.2)$314.2 
Volume26.8 (13.8)(3.7)76.3 — — 85.6 
Price (b)(28.4)(17.6)(1.5)(45.8)— — (93.3)
Cost(8.1)(5.2)(2.1)(8.5)0.1 (3.2)(27.0)
Non-timber income (c)9.0 0.6 3.7 — — — 13.3 
Foreign exchange (d)— — (0.9)— — — (0.9)
Other (e)— — — 4.6 — — 4.6 
2023$156.2 $27.9 $50.0 $99.3 $0.5 ($37.4)$296.5 
(a)
Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
(b)Net of currency hedging impact.
(c)New Zealand Timber includes $24.3 million of timberland sold in 2017 less cash costs of $0.5 million and $0.4 million of operating income from a settlement received in 2017, offset by $1.8 million of timberland sold in 2016.
(d)Real Estate includes $0.6 million of deferred revenue in 2017 and receipt of $8.7 million in deferred payments in 2016 with respect to prior land sales.

(a)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

(b)For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul and shipping costs). For Real Estate, price is presented net of cash closing costs.
41(c)For the New Zealand Timber segment, includes carbon credit sales.
Table(d)Net of Contentscurrency hedging impact.

(e)Real Estate includes deferred revenue adjustments, revenue true-ups, and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. The prior year period included a $4.5 million gain associated with a multi-family apartment complex sale attributable to Rayonier.


SOUTHERN TIMBER
Full-year sales of $144.5$264.1 million decreased $6.7 million, or 4%, versus the prior year. This decrease in sales includes a $3.6 million increase in non-timber salesmarginally versus the prior year. Harvest volumes were relatively flat at 5.31increased 16% to 7.31 million tons in the current year versus 5.326.28 million tons in the prior year.year, primarily driven by additional volume from acquisitions completed in the fourth quarter of 2022. Average pine sawtimber stumpage pricesrealizations decreased 4%14% to $25.64$29.64 per ton versus $26.76$34.36 per ton in the prior year, while average pine pulpwood stumpage pricesrealizations decreased 9%25% to $16.14$16.78 per ton versus $17.76$22.45 per ton in the prior year. The modest decrease in average pine sawtimber prices was driven by lower demand in the Gulf states as well as geographic mixprimarily due to hurricanes affecting the ability to harvest volume in one of the Company’s higher-priced sawtimber regions.softer demand from sawmills, relatively drier weather conditions, and decreased competition from pulp mills for chip-n-saw volume. The decrease in average pine pulpwood prices was primarily due to salvage volume from the West Mims fireweaker end-market demand and increased supply as a result of extended dryrelatively drier weather along the east coast during the first half of the year.conditions. Overall,, weighted-average stumpage pricesrealizations (including hardwood) decreased 4%15% to $19.41$22.49 per ton versus $20.18$26.37 per ton in the prior year.
Operating income of $42.276.3 milliondecreased $0.9$20.4 million versus the prior year due to lower weighted-averagenet stumpage pricesrealizations ($28.4 million), higher depletion rates ($9.9 million), higher overhead and other costs ($4.2 million), lower volumes ($0.2 million), higher severance and franchise taxescosts associated with long-term timber lease expirations ($0.43.9 million) and higher lease land expenses ($0.4 million), which were partially offset by higher volumes ($17.1 million) and higher non-timber income ($2.4 million), lower depreciation and amortization ($0.5 million), and lower overhead expense ($1.4 million)($9.0 million). Full-year Adjusted EBITDA of $91.6$156.2 million was $1.3$0.7 million below the prior year.
PACIFIC NORTHWEST TIMBER
Full-year sales of $91.9$124.1 million increased $14.1decreased $38.1 million, or 18%23%, versus the prior year. Included in this increase is a $0.6 million increase in non-timber sales versus the prior year. Harvest volumes increased 4%decreased 18% to 1.251.31 million tons versus 1.201.59 million tons in the prior year.year, as some planned harvests were deferred in response to soft market conditions. Average delivered prices for domestic sawtimber prices increased 15%decreased 13% to $84.55$97.71 per ton versus $73.44$111.96 per ton in the prior year, while averagereflecting weaker domestic and export market demand. Average delivered pulpwood prices decreased 3%24% to $40.62$38.78 per ton versus $41.97$50.83 per ton in the prior year. The increase in average sawtimber prices was due toyear as the prior year benefited from stronger domestic and export sawtimber markets as well as a more favorable species mix. The decrease in average pulpwood prices was due to an increase in volume from a lower-priced region and an increase in the availabilityend-market demand.
    An operating loss of wood chip residuals from lumber mills, which in turn reduced the demand for pulpwood logs.
Operating income of $1.1$9.0 million versus operating lossincome of $4.0$15.2 million in the prior year was primarily due to higher pricesdriven by lower net stumpage realizations ($9.717.6 million), lower overhead expensevolumes ($0.65.5 million) and higher costs ($5.2 million), higher volumespartially offset by lower depletion rates ($0.42.8 million), timber write-offs resulting from casualty events in the prior year ($0.7 million), and higher non-timber income ($0.40.6 million), partially offset by higher depletion rates resulting from our Menasha acquisition ($5.7 million) and higher road maintenance and other costs ($0.3 million),. Full-year Adjusted EBITDA of $33.1$27.9 million was $11.9$36.0 million abovebelow the prior year.
NEW ZEALAND TIMBER
Full-year sales of $247.6$235.5 million increased $69.8decreased $38.6 million, or 39%14%, versus the prior year. This increase in sales includes a $4.7 million decrease in non-timber sales versus the prior year. Harvest volumes increased 14%decreased 5% to 2.542.48 million tons versus 2.222.62 million tons in the prior year, primarily due to incremental volumelost production days resulting from recent acquisitions.Cyclone Gabrielle in the first quarter and the deferral of planned harvests in response to soft market conditions. Average delivered prices for export sawtimber increased 15%decreased 18% to $112.74$102.39 per ton versus $98.32$124.91 per ton in the prior year, while average delivered prices for domestic sawtimber increased 12%decreased 8% to $81.12$66.31 per ton versus $72.68

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$71.87 per ton in the prior year. The increasedecrease in export sawtimber prices was primarily due to strongerdriven by weaker construction demand in China and increased salvage volume from China, while the increaseCyclone Gabrielle. The decrease in domestic sawtimber prices (in U.S. dollar terms) was partially driven primarily by stronger local demand for construction materials and a modest risethe decrease in the NZ$/US$ exchange rate (US$0.710.61 per NZ$1.00 versus US$0.700.64 per NZ$1.00). Excluding the impact of foreign exchange rates, domestic sawtimber prices increased 10%decreased 4% from the prior year.year, reflecting weaker domestic demand and decreased competition from export markets.
Operating income of $72.5$26.0 million increased $39.4decreased $4.6 million versus the prior year due to higher priceslower volumes ($20.32.5 million), timber write-offs resulting from casualty events in the current year ($2.3 million), higher income from land salescosts ($14.82.1 million), higher volumeslower net stumpage realizations ($7.21.5 million), favorableand unfavorable foreign exchange impacts ($2.50.1 million) and higher other income ($0.4 million), which were partially offset by lowerhigher non-timber / carbon salescredit income ($4.1 million), higher forest management costs ($1.23.7 million) and higherlower depletion rates ($0.50.2 million). Full-year Adjusted EBITDA of $109.0$50.0 million was $50.7$4.5 million abovebelow the prior year.


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REAL ESTATE
Full-year sales of $183.0$390.0 million decreased $116.4increased $252.0 million versus the prior year, while operating income of $116.0$156.6 million decreased $86.4increased $98.1 million versus the prior year. Full-year sales and operating income include $95.4 million and $67.0 million, respectively, from Large Dispositions in 2017 and $207.3 million and $143.9 million in the prior year. Sales and operating income decreasedin the current year included $242.2 million and $105.1 million, respectively, from Large Dispositions. Prior year sales and operating income included $30.5 million and $16.6 million, respectively, from Large Dispositions. Prior year period operating income also included an $11.5 million gain attributable to noncontrolling interests from the sale of a multi-family apartment complex in Bainbridge Island, Washington. Sales increased primarily due to lowersignificantly higher volumes (73,422(85,618 acres sold versus 128,11428,323 acres sold in the prior year), partially offset by higherlower weighted average prices ($2,5004,392 per acre versus $2,337$4,829 per acre in the prior year). Full-year operating income also decreased due to the receipt of $8.7 million in deferred payments in 2016 with respect to prior land sales. Full-year Adjusted EBITDA of $71.6$99.3 million was $13.1$26.6 million belowabove the prior year.
TRADING
Full-year sales of $152.6$43.7 million increased $42.9decreased $27.3 million versus the prior year due to higherlower volumes and prices. Sales volumes increased 24%decreased 32% to 1.41 million378,000 tons versus 1.14 million559,000 tons in the prior year due to increased volume from existing suppliers and stumpage blocks purchased from third-parties, coupled with improving export market demand. Average prices increased 13% to $107.60 per ton versus $95.22 per ton in the prior year primarily due to stronger demand from China.year. Operating income of $4.6 millionand Adjusted EBITDA increased $2.6$0.1 million versus the prior year.year as improved margins more than offset reduced trading volume.
CORPORATE AND OTHER EXPENSE/EXPENSE / ELIMINATIONS
Full-year corporate and other operating expense of $20.9$39.1 million increased $0.1$3.6 million versus the prior year, primarily due to higher depreciation expense ($0.4 million),compensation and benefit expenses and professional services fees. Compensation and benefits expenses were elevated versus the prior year gain on foreign currency derivatives ($1.2 million), higher selling, general and administrative costs ($0.2 million) and a reduction in overhead costs historically allocated to operating segments ($4.1 million) as a result of pension and organizational changes made in the fourth quarter of 2016. These increases were partially offset by lower costs related to shareholder litigation ($1.5 million), the prior year transaction costs relatedprimarily due to the Menasha acquisition ($1.0 million), and lower pension costs ($3.3 million).acceleration of equity compensation expense for retirement-eligible employees.
INTEREST EXPENSE
Full-year interest expense of $34.1$48.3 million increased $1.9$12.1 million versus the prior year periodprimarily due to higher average outstanding debt and a higher weighted-average interest rate.
INTEREST AND OTHER MISCELLANEOUS INCOME, NET
Full-year interest and other miscellaneous income of $20.6 million increased $18.0 million versus the prior year, period.
INTEREST AND MISCELLANEOUS INCOME (EXPENSE), NET
Other non-operating income was $1.9as the current year included $20.7 million in 2017 versus expense of $0.8net recoveries associated with legal settlements, partially offset by a $2.0 million in 2016. The 2016 results were comprised of unfavorable mark-to-market adjustments on New Zealand JV interest rate swaps.pension settlement charge.
INCOME TAX (EXPENSE) BENEFITEXPENSE
Full-year income tax expense of $21.8$5.1 million increased $16.8decreased $4.3 million versus the prior year period. The increase in income tax expense versus the prior year was due to improved results from the New Zealand JV, whichsubsidiary is the primary driver of income tax expense.

RESULTS OF OPERATIONS, 2022 VERSUS 2021
Refer to Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2022 for the results of operations discussion for the fiscal year ended December 31, 2022 compared to the fiscal year ended December 31, 2021.



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OUTLOOK FOR 20182024
In 2018, 2024, we expect to achieve full-year harvest volumes in our Southern Timber segment of 5.87.1 to 6.0 million tons, with7.3 million tons. We anticipate a full-year contribution from our 2017 acquisitionsmodest decrease in Florida, Georgia and South Carolina. We further anticipate modestly improved pricing in certain Southern markets; however,harvest volumes versus the prior year as logging conditions normalize following a period of relatively dry weather. Further, we expect overallthat regional pine stumpage realizations will improve modestly versus the prior year based on improving end market demand coupled with an anticipated increase in rainfall from the El Niño weather pattern. However, we expect these pricing in the Southern Timber segmentgains will be largely offset by a less favorable geographic mix. Lastly, we expect higher non-timber income for full-year 2024 as compared to be relatively flat to 2017 average pricing due to geographic mix.full-year 2023, primarily driven by additional income from land-based solutions.
In our Pacific Northwest Timber segment, we expect to achieve full-year harvest volumes of 1.3 toapproximately 1.4 million tons, as well as higher sawtimber pricestons. The anticipated increase relative to 2017the prior year assumes a return to a more normalized level of demand and harvest activity, partially offset by a reduction in our Pacific Northwest sustainable yield resulting from the recent Oregon disposition. Further, while we anticipate some demand improvement as the year progresses, we expect that full-year weighted average log pricing will remain modestly below the pricing achieved in 2023 due in part to stronger domestic and export markets.a less favorable species mix.
In our New Zealand Timber segment, we expect full-year harvest volumes of 2.4 to 2.5 to 2.7 million tons and continued strong pricing dynamics driven by solid demand in bothmillion tons. We expect that full-year domestic and export markets.sawtimber pricing will improve modestly relative to the full-year pricing achieved in 2023 as end-markets continue to recover. We further anticipate a modest increase in carbon credit sales in 2024 as pricing has remained strong following the significant market volatility experienced in the first half of 2023.
In our Real Estate segment, we continueare encouraged by both the continued strong demand for our rural properties as well as the continued momentum across our improved development projects as we enter 2024. We expect another strong year in both our rural land sales program as well as our improved development projects based on our current pipeline of transactions. However, similar to focus on unlocking2023, we anticipate very light closing activity in the long-term value of our HBU development and rural property portfolio. Followingfirst quarter, followed by a year of meaningful infrastructure investmentssignificant pickup in our Wildlight development project, we expect additional residential and commercial closingsactivity in 2018.the second quarter.
Our 20182024 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A — Risk Factors.





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RESULTS OF OPERATIONS, 2016 VERSUS 2015
(millions of dollars)
The following tables summarize the sales, operating income and Adjusted EBITDA variances for 2016 versus 2015:
Sales Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Total
2015 
$157.8
 
$80.2
 
$162.8
 
$86.5
 
$81.5
 
$568.8
Volume/Mix (4.1) (1.9) (2.0) 6.7
 18.3
 17.0
Price (2.1) 0.6
 17.7
 (1.1) 9.5
 24.6
Non-timber sales (0.4) (1.1) 4.1
 —
 1.1
 3.7
Foreign exchange (a) —
 —
 (0.6) —
 —
 (0.6)
Other (b) —
 —
 (4.2) 207.3
 (0.7) 202.4
2016 
$151.2
 
$77.8
 
$177.8
 
$299.4
 
$109.7
 
$815.9
(a)Net of currency hedging impact.
(b)Real Estate included $207.3 million of sales from two Large Dispositions.
Operating Income Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total
2015 
$46.7
 
$6.9
 
$2.8
 
$44.3
 
$1.2
 
($24.1) 
$77.8
Volume/Mix (1.7) (0.7) (2.3) 4.5
 —
 —
 (0.2)
Price (2.5) 1.0
 23.6
 (1.1) —
 —
 21.0
Cost (1.5) 0.9
 (0.2) (0.3) 0.8
 3.4
 3.1
Non-timber income (0.5) (1.1) 3.6
 —
 —
 —
 2.0
Foreign exchange (a) —
 —
 6.6
 —
 —
 —
 6.6
Depreciation, depletion & amortization 2.6
 (11.0) 0.3
 (0.7) —
 (0.1) (8.9)
Non-cash cost of land and real estate sold —
 —
 (1.4) 3.1
 —
 —
 1.7
Other (b) —
 —
 0.1
 152.6
 —
 —
 152.7
2016 
$43.1
 
($4.0) 
$33.1
 
$202.4
 
$2.0
 
($20.8) 
$255.8
(a)Net of currency hedging impact.
(b)Real Estate included $143.9 million of operating income from Large Dispositions and receipt of $8.7 million in deferred payments with respect to prior land sales.


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Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total
2015 
$101.0
 
$21.7
 
$33.0
 
$70.8
 
$1.2
 
($19.7) 
$208.0
Volume/Mix (3.6) (1.3) (4.1) 6.6
 —
 —
 (2.4)
Price (2.5) 1.0
 23.6
 (1.1) —
 —
 21.0
Cost (1.5) 0.9
 (0.2) (0.3) 0.8
 0.3
 —
Non-timber income (0.5) (1.1) 3.6
 —
 —
 —
 2.0
Foreign exchange (b) —
 —
 6.5
 —
 —
 —
 6.5
Other —
 —
 (4.1) 8.7
 —
 —
 4.6
2016 
$92.9
 
$21.2
 
$58.3
 
$84.7
 
$2.0
 
($19.4) 
$239.7
(a)
Adjusted EBITDA is a non-GAAP measure defined and reconciled at Item 6 — Selected Financial Data.
(b)Net of currency hedging impact.


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SOUTHERN TIMBER
Full-year 2016 Southern Timber sales of $151.2 million decreased $6.6 million, or 4%, versus the prior year. This decrease in sales includes a $0.4 million decrease in non-timber sales versus the prior year. Harvest volumes decreased 3% to 5.32 million tons versus 5.49 million tons in the prior year. Average sawtimber stumpage prices decreased 3% to $26.76 per ton versus $27.62 per ton in the prior year, while average pulpwood stumpage prices decreased 2% to $17.76 per ton versus $18.13 per ton in the prior year. The decrease in average sawtimber prices was driven primarily by geographic mix, specifically decreased volume in one of our higher-priced sawtimber regions. The decrease in average pulpwood prices was primarily attributable to deferred harvesting in our best pulpwood markets due to soft market conditions. Overall, weighted average stumpage prices (including hardwood) decreased 2% to $20.18 per ton versus $20.66 per ton in the prior year period.
Operating income of $43.1 million decreased $3.6 million versus the prior year due to lower prices ($2.5 million), lower volumes ($1.7 million), higher leased land expenses and salvage timber costs ($1.5 million) and lower non-timber income ($0.5 million), which were partially offset by lower depletion rates ($2.6 million). Full-year 2016 Adjusted EBITDA of $92.9 million was $8.1 million below the prior year.
PACIFIC NORTHWEST TIMBER
Full-year 2016 Pacific Northwest Timber sales of $77.8 million decreased $2.4 million, or 3%, versus the prior year. This decrease in sales includes a $1.1 million decrease in non-timber sales versus the prior year. Harvest volumes declined 4% to 1.19 million tons versus 1.24 million tons in the prior year. Average delivered sawtimber prices increased 2% to $73.44 per ton versus $72.13 per ton in the prior year, while average delivered pulpwood prices decreased 6% to $41.97 per ton versus $44.61 per ton in the prior year. The increase in average sawtimber prices was driven by strengthening export and domestic lumber markets. However, the improved domestic lumber market had a negative effect on pulpwood prices, as more residual chips were entering the market.
Operating loss of $4.0 million versus operating income of $6.9 million in the prior year was due to higher depletion rates ($11.0 million), lower cedar salvage sales ($1.1 million) and lower volumes ($0.7 million), which were partially offset by higher prices ($1.0 million) and lower severance taxes ($0.9 million). Full-year Adjusted EBITDA of $21.2 million was $0.5 million below the prior year.
NEW ZEALAND TIMBER
Full-year 2016 New Zealand Timber sales of $177.8 million increased $15.0 million, or 9%, versus the prior year. Included in this increase is a $4.1 million increase in non-timber sales versus the prior year. Harvest volumes declined 8% to 2.22 million tons versus 2.41 million tons in the prior year. Average delivered prices for export sawtimber increased 11% to $98.32 per ton versus $88.59 per ton in the prior year, while average delivered prices for domestic sawtimber increased 13% to $72.68 per ton versus $64.05 per ton in the prior year. The increase in export sawtimber prices was primarily due to stronger demand from China, while the increase in domestic sawtimber prices (in U.S. dollar terms) was driven primarily by strong domestic demand for construction materials. Excluding the impact of foreign exchange rates, domestic sawtimber prices increased 14% versus the prior year.
Operating income of $33.1 million increased $30.3 million versus the prior year due to the increase in prices ($23.6 million), favorable changes in foreign exchange impacts ($6.6 million), higher non-timber income ($3.6 million) and lower depletion rates ($0.3 million), which were partially offset by lower volume ($2.3 million), lower land sale income ($1.4 million) and higher overhead costs ($0.2 million). Full-year 2016 Adjusted EBITDA of $58.3 million was $25.3 million above the prior year period.
REAL ESTATE
Full-year 2016 sales of $299.4 million increased $212.9 million versus the prior year, while operating income of $202.4 million increased $158.1 million versus the prior year. Full-year 2016 sales and operating income include $207.3 million and $143.9 million, respectively, of Large Dispositions. Sales and operating income increased in 2016 due to higher volumes (128,114 acres sold versus 33,130 acres sold in the prior year), partially offset by lower weighted average prices ($2,337 per acre versus $2,611 per acre in the prior year). Full-year 2016 operating income also increased due to the receipt of $8.7 million of deferred payments with respect to prior land sales. Full-year 2016 Adjusted EBITDA of $84.7 million was $13.9 million above the prior year.


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TRADING
Full-year 2016 sales of $109.7 million increased $28.2 million versus the prior year due to higher volumes and prices. Included in this increase is a $1.1 million increase in non-timber sales versus the prior year. Sales volumes increased 23% to 1.14 million tons versus 926,000 tons in the prior year. Average prices increased 10% to $95.22 per ton versus $86.89 per ton in the prior year. The increase in both volumes and prices were primarily due to stronger demand from China. Operating income increased $0.8 million versus the prior year, primarily due to lower sourcing and export costs.
CORPORATE AND OTHER EXPENSE/ELIMINATIONS
Full-year 2016 corporate and other expense of $20.8 million decreased $3.3 million versus the prior year primarily due to lower selling, general and administrative expenses ($2.5 million), lower costs related to shareholder litigation ($1.9 million) and a gain on foreign currency derivatives ($1.2 million), which were partially offset by timberland transaction costs ($1.4 million) and other minor variances ($0.8 million).
INTEREST EXPENSE
Interest expense of $32.2 million in 2016 decreased $0.5 million from the prior year primarily due to lower average rates, partially offset by higher outstanding debt.
INTEREST AND MISCELLANEOUS (EXPENSE) INCOME, NET
Other non-operating expense was $0.7 million in 2016 versus $3.0 million in 2015. The 2015 results were comprised of unfavorable mark-to-market adjustments on New Zealand JV interest rate swaps.
INCOME TAX (EXPENSE) BENEFIT
Full-year 2016 tax expense was $5.0 million versus a tax benefit of $0.8 million in 2015. The 2016 income tax expense was principally related to the New Zealand JV. See Note 9 — Income Taxes for additional information regarding the provision for income taxes.

LIQUIDITY AND CAPITAL RESOURCES
Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate. As a REIT, our main use of cash is dividends.dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units. We also use cash to maintain the productivity of our timberlands through replanting and silviculture. Our operations have generally produced consistent cash flow and required limited capital resources. Short-term borrowings have helped fund working capital needs whileresources; however, acquisitions of timberlands generally require funding from external sources or Large Dispositions.
STRATEGY
We continuously evaluate our capital structure. Our strategy is to maintain a weighted-average cost of capital competitive with other timberland REITs and TIMOs, while maintaining an investment grade debt rating as well as retaining the flexibility to actively pursue capital allocation opportunities as they become available. Overall, we believe we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to maximize the value of our timberland and real estate assets under management.
On November 1, 2023 we announced an asset disposition and capital structure realignment plan (the “Plan”) targeting $1 billion of select asset sales over the following 18 months. We expect to use the proceeds of the asset sales to reduce our leverage to ≤3.0x Net Debt / Adjusted EBITDA and return capital to share and unit holders. Following the announcement of this Plan, we closed on the disposition of approximately 55,000 acres of timberland in Oregon for $242.2 million, and we believe we are on-track to meet the $1 billion disposition target as planned.
While we currently anticipate to execute the Plan as announced, facts and circumstances could change in the future, which may change our strategy or preclude us from executing the Plan as intended. See Item 1A — Risk Factors in this Annual Report on Form 10-K for additional information.
CREDIT RATINGS
Both our ability to obtain financing and the related costs of borrowing are affected by our credit ratings, which are periodically reviewed by the rating agencies. As of December 31, 2023, our credit ratings from S&P and Moody’s were “BBB-” and “Baa3,” respectively, with both agencies listing our outlook as “Stable.”
SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS
As of December 31, As of December 31,
(in millions of dollars)2017 2016 2015(in millions of dollars)202320222021
Cash and cash equivalents
$112.7
 
$85.9
 
$51.8
Total debt (a)1,028.4
 1,065.5
 833.9
Cash and cash equivalents (excluding Timber Funds)
Total debt (excluding Timber Funds) (a)
Noncontrolling interests in the operating partnership
Shareholders’ equity1,693.0
 1,496.9
 1,361.7
Net Income Attributable to Rayonier Inc.
Adjusted EBITDA (b)290.5
 239.7
 208.0
Total capitalization (total debt plus equity)2,721.4
 2,562.4
 2,195.6
Total capitalization (total debt plus permanent and temporary equity)
Debt to capital ratio38%
42% 38%Debt to capital ratio41 %43 %41 %
Debt to Adjusted EBITDA (b)3.5

4.4
 4.0
Net debt to Adjusted EBITDA (b)(c)3.2

4.1
 3.8
Net debt to enterprise value (c)(d)18% 23% 22%19 %22 %14 %
(a)Total debt as of December 31, 2017, 2016 and 2015 is presented gross of deferred financing costs of $3.0 million, $3.6 million and $3.3 million, respectively.
(b)
For a reconciliation of Adjusted EBITDA to net income see Management’s Discussion and Analysis of Financial Condition and Results of Operations—Performance and Liquidity Indicators.
(c)Enterprise value is calculated as the number of shares outstanding multiplied by the Company’s share price, plus net debt, at December 31, 2017.

(a)Total debt as of December 31, 2023, 2022 and 2021 reflects the principal on long-term debt, net of fair market value adjustments and gross of deferred financing costs and unamortized discounts of $6.9 million, $8.4 million and $8.3 million, respectively.
(b)For a reconciliation of Adjusted EBITDA to net income see Item 7 — Performance and Liquidity Indicators.
(c)Net debt is calculated as total debt less cash and cash equivalents.
(d)Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of $33.41, $32.96, and $40.36 as of December 31, 2023, 2022 and 2021, respectively.


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AT-THE-MARKET (“ATM”) EQUITY OFFERING PROGRAM
LIQUIDITY FACILITIES

TERM CREDIT AGREEMENT
In August 2015, the CompanyOn November 4, 2022 we entered into a creditnew distribution agreement with CoBank, ACB, as administrative agent, and a syndicategroup of Farm Credit institutions and other commercial bankssales agents through which we may sell common shares, from time to provide $550time, having an aggregate sales price of up to $300 million of new credit facilities, including a nine-year $350 million term loan facility. The periodic interest rate on the term loan facility is subject to a pricing grid based on the Company’s leverage ratio, as defined in the credit agreement.(the “2022 ATM Program”). As of December 31, 2017,2023, $269.7 million remains available for issuance under the periodic interest rate on2022 ATM Program.
The following table outlines the term loan facility was LIBOR plus 1.625%. Monthly payments of interest only are due on this loan through maturity. Following the closingcommon shares issuance pursuant to our ATM Program (dollars in millions):
Year Ended December 31,
20232022
Common shares issued under the ATM Program400 1,579,228 
Average price of common shares issued under the ATM Program$34.03 $38.05 
Gross proceeds— $60.4 
Commissions— $0.6 
CASH FLOWS
    The following table summarizes our cash flows from operating, investing and financing activities for each of the term loan,three years ended December 31 (in millions of dollars):
 202320222021
Total cash provided by (used for):
Operating activities$298.4 $269.2 $325.1 
Investing activities124.1 (516.4)(26.3)
Financing activities(328.9)(4.6)(16.3)
Effect of exchange rate changes on cash(0.6)(1.9)(0.9)
Change in cash, cash equivalents and restricted cash$93.0 ($253.7)$281.7 
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities increased $29.2 million versus the Company entered into severalprior year primarily due to changes in working capital.
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
Cash provided by investing activities increased $640.5 million versus the prior year primarily due to lower cash used for timberland acquisitions ($444.5 million), higher proceeds from Large Dispositions ($210.4 million) and other investing activities ($1.6 million), partially offset by higher real estate development investments ($9.4 million) and higher capital expenditures ($6.6 million).
CASH USED FOR FINANCING ACTIVITIES
Cash used for financing activities increased $324.3 million from the prior year due to a decrease in net borrowings ($275.0 million), lower proceeds from the issuance of common shares under the ATM Program ($61.6 million), higher dividends paid on common shares ($4.3 million), and lower proceeds from the issuance of common shares under the incentive stock plan ($2.6 million), partially offset by lower distributions to noncontrolling interests in consolidated affiliates ($17.7 million), lower debt issuance costs ($0.7 million) and lower distributions to noncontrolling interests in the operating partnership ($0.7 million).



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FUTURE USES OF CASH
We expect future uses of cash to include working capital requirements, principal and interest rate swap transactionspayments on long-term debt, lease payments, capital expenditures, real estate development investments, timberland acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, distributions to fix the costnoncontrolling interests, and repurchases of the term loan facility over its nine-year term. 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)TotalPayments Due by Period
20242025-20262027-2028Thereafter
Long-term debt (a)$1,372.7 — $247.3 $475.4 $650.0 
Interest payments on long-term debt (b)343.7 75.8 140.6 90.5 36.8 
Operating leases — timberland (c)190.9 8.9 16.0 14.8 151.2 
Operating leases — PP&E, offices (c)6.0 1.2 1.5 0.9 2.4 
Commitments — real estate projects45.0 33.4 2.3 2.3 7.0 
Commitments — derivatives (d)0.7 0.7 — — — 
Commitments — environmental remediation (e)16.6 11.8 1.2 0.9 2.7 
Commitments — other (f)9.7 9.3 0.4 — — 
Total$1,985.3 $141.1 $409.3 $584.8 $850.1 
(a)The term credit agreement allowsbook value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $1,365.8 million on our Consolidated Balance Sheets, but upon maturity the Company to receive annual patronageliability will be $1,372.7 million. See Note 7 — Debt for additional information.
(b)Projected interest payments which are profit distributions made by a cooperative to its member-usersfor variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2023 and excludes the quantity or valueimpact of business done with the member-user. The Company estimates the effective interest rate on the term loan facilityhedging.
(c)Excludes anticipated renewal options.
(d)Commitments — derivatives represent payments expected to be approximately 3.3% after consideration of the interest rate swaps and estimated patronage refunds. For additional informationmade on the Company’s interest rate swaps see derivative financial instruments (foreign exchange contracts). See Note 138 — Derivative Financial Instruments and Hedging Activities. for additional information.
3.75% SENIOR NOTES ISSUED MARCH 2012(e)Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 12 — Environmental and Natural Resource Damage Liabilities for additional information.
In March 2012,(f)Commitments — other includes $8.4 million related to pension plan termination. See Note 18 — Employee Benefit Plans for additional information.

We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, the remaining issuances available under the Company’s ATM Program, Large Dispositions and the use of our revolving credit facilities. We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term.

EXPECTED 2024 EXPENDITURES
Capital expenditures in 2024 are forecasted to be between $83 million and $88 million, excluding any strategic timberland acquisitions we may make. Capital expenditures are expected to primarily consist of seedling planting, fertilization and other silvicultural activities, property taxes, lease payments, allocated overhead and other capitalized costs. Aside from capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities.
    Real estate development investments in 2024 are expected to be between $28 million and $32 million, net of anticipated reimbursements. Expected real estate development investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida and Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia.
    Our 2024 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders, excluding the additional dividend and distribution payable January 12, 2024 to shareholders of record on December 29, 2023, are expected to be approximately $170.4 million and $2.8 million, respectively, assuming no change in the quarterly dividend rate of $0.285 per share or partnership unit, or material changes in the number of common shares or partnership units outstanding.
    Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general market conditions and other considerations including capital allocation priorities.

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    We made no discretionary pension contributions in 2023. We expect to make estimated cash contributions in 2024 of approximately $7.2 million in order to fund the Defined Benefit Plan on a plan termination basis. Additionally, we anticipate settling the Excess Benefit Plan with lump sum payments upon termination of the Defined Benefit Plan with cash contributions of approximately $1.2 million. See Note 18 — Employee Benefit Plans for additional information.
    Cash income tax payments in 2024 are expected to be between $5.5 million and $9.5 million, primarily due to the New Zealand subsidiary.
OFF-BALANCE SHEET ARRANGEMENTS
We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation self-insurance programs. These arrangements consist of standby letters of credit and surety bonds. As part of our ongoing operations, we also periodically issue guarantees to third parties. Off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts. See Note 13 — Guarantees for additional information on the letters of credit and surety bonds as of December 31, 2023.
SUMMARY OF GUARANTOR FINANCIAL INFORMATION
In May 2021, Rayonier, L.P. issued $325$450 million of 3.75%2.75% Senior Notes due 2022, guaranteed by certain subsidiaries. Semi-annual payments of interest only are2031 (the “Senior Notes due on these notes through maturity. The guarantors were revised in October 2012, leaving2031”). Rayonier TRS Holdings Inc., together with Rayonier Inc. and Rayonier Operating Company LLC asagreed to irrevocably, fully and unconditionally guarantee jointly and severally, the remaining guarantors. See Note 24 - Consolidating Financial Statements for further information regardingobligations of Rayonier, L.P. in regards to the subsidiary guarantors.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.
INCREMENTAL TERM LOAN AGREEMENT
In April 2016,Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the Company entered into an incremental term loan agreement with CoBank, ACB, as administrative agent,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 syndicateresult, our ability to make required payments on the notes depends on the performance of Farm Credit institutionsour operating subsidiaries and their ability to provide a 10-year, $300 million incremental term loan. Proceedsdistribute funds to us. There are no material restrictions on dividends from the new term loan were used to fund Rayonier’s portionoperating subsidiaries.
The following table contains the summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the Menasha acquisition nettwo years ended December 31:
(in millions)December 31, 2023December 31, 2022
Current assets$197.5 $112.2 
Non-current assets98.8 122.8 
Current liabilities60.0 19.8 
Non-current liabilities2,181.6 2,001.9 
Due to non-guarantors861.5 520.4 
The following table contains the summarized results of operations information for the proceeds received fromconsolidated obligor group of debt issued by Rayonier, L.P. for the Washington disposition, to repay approximately $105 million outstanding on the Company’s revolving credit facility and for general corporate purposes. The periodic interest rate on the incremental term loan agreement is subject to a pricing grid based on the Company’s leverage ratio, as defined in the credit agreement. Astwo years ended December 31:
(in millions)December 31, 2023December 31, 2022
Cost and expenses($32.3)($28.9)
Operating loss(32.3)(28.9)
Net loss(70.5)(54.3)
Revenue from non-guarantors1,108.9 977.9 


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Table of December 31, 2017, the periodic interest rate on the incremental term loan was LIBOR plus 1.900%. Monthly payments of interest only are due on this loan through maturity. Following the closing of the incremental term loan, the Company entered into several interest rate swap transactions to fix the cost of the facility over its 10-year term. The Company estimates the effective interest rate on the incremental term loan facility to be approximately 2.8% after consideration of the interest rate swaps and estimated patronage payments. For additional information on the Company’s interest rate swaps see Note 13 — Derivative Financial Instruments and Hedging ActivitiesContents.
REVOLVING CREDIT FACILITY
In August 2015, the Company entered into a five-year $200 million unsecured revolving credit facility, replacing the previous $200 million revolving credit facility and $100 million farm credit facility which were scheduled to expire in April 2016 and December 2019, respectively. The periodic interest rate on the revolving credit facility is subject to a pricing grid based on the Company’s leverage ratio, as defined in the credit agreement. As of December 31, 2017, the periodic interest rate on the revolving credit facility was LIBOR plus 1.250%, with an unused commitment fee of 0.175%. Monthly payments of interest only are due on this loan through maturity. At December 31, 2017, the Company had $139.6 million of available borrowings under this facility, net of $10.4 million to secure its outstanding letters of credit.
JOINT VENTURE DEBTLIQUIDITY FACILITIES
In April 2013, Rayonier acquired an additional 39% interest in its New Zealand JV, bringing its total ownership to 65%, and as a result, the New Zealand JV’s debt was consolidated effective on that date. On March 3, 2016, as a result of a capital contribution, the Company’s ownership interest in the New Zealand JV increased to 77%.    See Note 7 — Joint Venture Investment for further information.


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In June 2016, the New Zealand JV entered into a 12-month NZ$20 million working capital facility and an 18-month NZ$20 million working capital facility, replacing the previous NZ$40 million facility that expired in June 2016. Both working capital facilities were renewed in 2017 for an additional 12-month term, with new expiration dates of June 30, 2018 and December 31, 2018. The NZ$40 million Working Capital Facility is available for short-term operating cash flow needs of the New Zealand JV. This facility holds a variable interest rate indexed to the 90-day New Zealand Bank Bill rate (“BKBM”). The margins are set for the term of the facility. During the year ended December 31, 2017, the New Zealand JV made borrowings and repayments of $38.4 million on its working capital facility. At December 31, 2017, there was no outstanding balance on the Working Capital Facility.
See Note 5 — Debt for additional information on these agreementsliquidity facilities and other outstanding debt, as well as for information on covenants that must be met in connection with our Senior Notes due 2031, Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and the Revolving Credit Facility.
CASH FLOWS
The following table summarizes our cash flows from operating, investing and financing activities for each of the past three years ended December 31 (in millions of dollars):
 2017 2016 2015
Total cash provided by (used for):     
Operating activities
$256.3
 
$203.8
 
$177.2
Investing activities(223.2) (283.2) (166.3)
Financing activities(6.9) 114.4
 (116.5)
Effect of exchange rate changes on cash0.5
 (0.9) (4.2)
Increase (decrease) in cash and cash equivalents
$26.7
 
$34.1
 
($109.8)
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities increased $52.5 million versus the prior year due to favorable operating results.
CASH USED FOR INVESTING ACTIVITIES
Cash used for investing activities decreased $60.0 million versus the prior year primarily due to a $14.9 million decrease in cash used for acquisitions, net of proceeds from Large Dispositions and a $60.2 million change in restricted cash. These decreases in cash used for investing activities were partially offset by a $7.1 million increase in real estate development investments and a $6.6 million increase in capital expenditures.
CASH USED FOR FINANCING ACTIVITIES
Cash used for financing activities in 2017 reflects an increase in cash provided by the $152.4 million equity offering which was used to finance a portion of the Company’s acquisition of approximately 95,100 acres of timberlands in Florida, Georgia and South Carolina. This increase in cash was primarily offset by dividend payments of $127.1 million and net repayments of $36.8 million in debt.
RESTRICTED CASH
At December 31, 2017,See Note 21 — Restricted Cash for further information regarding the Company had approximately $59.7 million of proceeds from real estate and timberland sales classified as restricted cash which werefunds deposited with a like-kind exchange (“LKE”)third-party intermediary as well asand cash held in escrow for a real estate sale. These funds can be used for acquiring suitable timberland replacement property, or if the LKE purchases are not completed, returned to the Company after 180 days and reclassified as available cash.escrow.
CREDIT RATINGS
Both our ability to obtain financing and the related costs of borrowing are affected by our credit ratings, which are periodically reviewed by the rating agencies. As of December 31, 2017, our credit ratings from S&P and Moody’s were “BBB-” and “Baa3,” respectively, with both services listing our outlook as “Stable.”




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STRATEGY
We continuously evaluate our capital structure. Our strategy is to maintain a weighted-average cost of capital competitive with other timberland REITs and TIMOs, while maintaining an investment grade debt rating as well as retaining the flexibility to actively pursue capital allocation opportunities as they become available. Overall, we believe we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to maximize the value of our timberland and real estate assets under management.
EXPECTED 2018 EXPENDITURES
Capital expenditures in 2018 are forecasted to be between $64 million and $69 million, excluding any strategic timberland acquisitions we may make. Capital expenditures are expected to be primarily comprised of seedling planting, fertilization and other silvicultural activities, property taxes, lease payments, allocated overhead and other capitalized costs. Aside from capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities.
Real estate development investments in 2018 are expected to be between $7 million and $10 million. Expected real estate development investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida at the interchange of I-95 and State Road A1A.
Our 2018 dividend payments are expected to be approximately $129 million assuming no change in the quarterly dividend rate of $0.25 per share or material changes in the number of shares 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.
We made no discretionary pension contributions in 2017 or 2016. We have approximately $2.9 million of pension contribution requirements in 2018 and may make discretionary contributions in the future.
Cash income tax payments in 2018 are expected to be approximately $2.3 million, primarily due to the New Zealand JV.


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PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”), and Cash Available for Distribution (“CAD”). These measures are not defined by Generally Accepted Accounting Principles (“GAAP”)GAAP and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures described above. Management considers these measures to be important to estimate the enterprise and shareholder values of the Company as a whole and of its core segments, and for allocating capital resources. In addition, analysts, investors and creditors use these measures when analyzing our operating performance, financial condition and cash generating ability. Management uses Adjusted EBITDA as a performance measure and CAD as a liquidity measure. Adjusted EBITDA and CAD as defined may not be comparable to similarly titled measures reported by other companies. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with GAAP.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, costs relatednon-operating income and expense, operating (income) loss attributable to shareholder litigation,noncontrolling interests in Timber Funds, timber write-offs resulting from casualty events, gain associated with the multi-family apartment complex sale attributable to noncontrolling interests, the gain on foreign currency derivatives,investment in Timber Funds, Fund II Timberland Dispositions and Large Dispositions, costs related to the spin-off of the Performance Fibers business, discontinued operations, internal review and restatement costs and the gain related to consolidation of the New Zealand joint venture. Dispositions.
Below is a reconciliation of Net Income to Adjusted EBITDA for the fivethree years ended December 31 (in millions of dollars):
 2017 2016 2015 2014 2013
Net Income to Adjusted EBITDA Reconciliation         
Net Income
$161.5
 
$217.8
 
$43.9
 
$97.8
 
$373.8
Interest, net, continuing operations32.2
 33.0
 34.7
 49.7
 38.5
Income tax expense (benefit), continuing operations21.8
 5.0
 (0.9) (9.6) (35.7)
Depreciation, depletion and amortization127.6
 115.1
 113.7
 120.0
 116.9
Non-cash cost of land and improved development13.7
 11.7
 12.5
 13.2
 10.2
Costs related to shareholder litigation (a)0.7
 2.2
 4.1
 —
 —
Gain on foreign currency derivatives (b)—
 (1.2) —
 —
 —
Large Dispositions (c)(67.0) (143.9) —
 (21.4) (25.7)
Cost related to spin-off of Performance Fibers—
 —
 —
 3.8
 —
Internal review and restatement costs—
 —
 —
 3.4
 —
Gain related to consolidation of New Zealand JV—
 —
 —
 —
 (16.2)
Net income from discontinued operations—
 —
 —
 (43.4) (267.9)
Adjusted EBITDA
$290.5
 
$239.7
 
$208.0
 
$213.5
 
$193.9
 202320222021
Net Income to Adjusted EBITDA Reconciliation
Net Income$178.5 $122.8 $210.5 
Operating (income) loss attributable to NCI in Timber Funds— — (45.6)
Interest, net attributable to NCI in Timber Funds— — 0.3 
Income tax expense attributable to NCI in Timber Funds— — 0.1 
Net income (Excluding NCI in Timber Funds)$178.5 $122.8 $165.3 
Interest, net and miscellaneous income attributable to Rayonier45.9 33.2 44.3 
Income tax expense attributable to Rayonier5.1 9.4 14.6 
Depreciation, depletion and amortization attributable to Rayonier158.2 147.3 143.2 
Non-cash cost of land and improved development29.8 28.4 25.0 
Non-operating (income) expense (a)(18.3)0.4 — 
Timber write-offs resulting from casualty events attributable to Rayonier (b)2.3 0.7 — 
Gain associated with the multi-family apartment complex sale attributable to NCI (c)— (11.5)— 
Gain on investment in Timber Funds (d)— — (7.5)
Fund II Timberland Dispositions attributable to Rayonier (e)— — (10.3)
Large Dispositions (f)(105.1)(16.6)(44.8)
Adjusted EBITDA$296.5 $314.2 $329.8 
(a)
Costs related to shareholder litigation include expenses incurred as a result of the securities litigation and the shareholder derivative demands. See Note 10 — Contingencies. In addition, these costs include the costs associated with the Company’s response to a subpoena it received from the SEC in November 2014. In July 2016, the Division of Enforcement of the SEC notified the Company that it had concluded its investigation into the Company.
(b)Gain on foreign currency derivatives is the gain resulting from the foreign exchange derivatives the Company used to mitigate the risk of fluctuations in foreign exchange rates while awaiting the capital contribution to the New Zealand JV.
(c)Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value.
See (a)The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, partially offset by a $2.0 million pension settlement charge.
(b)Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.
(c)Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
(d)Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.
(e)Fund II Timberland Dispositions represent the disposition of Fund II Timberland assets, which we managed and owned a co-investment stake in.
(f)Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.

54
Item 6 — Selected Financial DataTable of Contents for


The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA to Operating Income by segment for the three years ended December 31 (in millions of dollars):
  Southern TimberPacific Northwest TimberNew Zealand TimberTimber FundsReal EstateTradingCorporate
and
Other		Total
2023
Operating income (loss)$76.3 ($9.0)$26.0 — $156.6 $0.5 ($39.1)$211.3 
Add:Depreciation, depletion and amortization80.0 36.9 21.7 — 18.0 — 1.7 158.2 
Add:Non-cash cost of land and improved development— — — — 29.8 — — 29.8 
Add:Timber write-offs resulting from casualty events (a)— — 2.3 — — — — 2.3 
Less:Large Dispositions (b)— — — — (105.1)— — (105.1)
Adjusted EBITDA$156.2 $27.9 $50.0 — $99.3 $0.5 ($37.4)$296.5 
2022
Operating income$96.6 $15.2 $30.6 — $58.5 $0.4 ($35.5)$165.8 
Add:Depreciation, depletion and amortization60.3 48.0 23.9 — 13.9 — 1.3 147.3 
Add:Non-cash cost of land and improved development— — — — 28.4 — — 28.4 
Add:Timber write-offs resulting from casualty events (a)— 0.7 — — — — — 0.7 
Less:Gain associated with the multi-family apartment complex sale attributable to NCI (c)— — — — (11.5)— — (11.5)
Less:Large Dispositions (b)— — — — (16.6)— — (16.6)
Adjusted EBITDA$156.9 $63.9 $54.5 — $72.7 $0.4 ($34.2)$314.2 
2021
Operating income$66.1 $6.8 $51.5 $63.3 $112.5 $0.1 ($30.6)$269.8 
Add:Depreciation, depletion and amortization54.1 50.5 27.0 2.4 7.9 — 1.2 143.2 
Add:Non-cash cost of land and improved development— — — — 25.0 — — 25.0 
Less:Operating income attributable to NCI in Timber Funds (d)— — — (45.6)— — — (45.6)
Less:Gain on investment in Timber Funds (e)— — — (7.5)— — — (7.5)
Less:Fund II Timberland Dispositions attributable to Rayonier (f)— — — (10.3)— — — (10.3)
Less:Large Dispositions (b)— — — — (44.8)— — (44.8)
Adjusted EBITDA$120.2 $57.3 $78.5 $2.3 $100.7 $0.1 ($29.4)$329.8 
(a)Timber write-offs resulting from casualty events include the write-off of and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.
(b)Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.
(c)Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
(d)Includes $41.2 million of income from Fund II Timberland Dispositions.
(e)Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as Item 7 — Resultsits co-investment stake in both funds.
(f)Fund II Timberland Dispositions represent the disposition of Operations for an analysis of changes in Adjusted EBITDA from the prior year.Fund II Timberland assets, which we managed and owned a co-investment stake in.






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Cash Available for Distribution (CAD) is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments), CAD attributable to noncontrolling interests in Timber Funds, and working capital and other balance sheet changes. CAD is a non-GAAP measure of cash generated during a period whichthat is available for common stock dividends, distributions to the New Zealand minority shareholder,operating partnership unitholders, distributions to noncontrolling interests, repurchase of the Company’sCompany's common shares, debt reduction, and strategic acquisitions. We define CAD as Cash Provided by Operating Activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments and spending on the Rayonier office building), Large Dispositions, cash provided by discontinued operations and working capital and other balance sheet changes.investments. In compliance with SEC requirements for non-GAAP measures, we reduce CAD by mandatory debt repayments, which results in the measure entitled “Adjusted CAD.” CAD and Adjusted CAD generated in any period isare not necessarily indicative of the amountsCAD that may be generated in future periods.
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the fivethree years ended December 31 (in millions):
 202320222021
Cash provided by operating activities$298.4 $269.2 $325.1 
Capital expenditures from continuing operations (a)(81.4)(74.8)(76.0)
CAD attributable to NCI in Timber Funds— — (12.9)
Net recovery on legal settlements (b)(20.7)— — 
Working capital and other balance sheet changes(32.4)(2.9)(28.2)
CAD$163.9 $191.5 $208.0 
Mandatory debt repayments— — (325.0)
Adjusted CAD$163.9 $191.5 ($117.0)
 2017 2016 2015 2014 2013
Cash provided by operating activities
$256.3
 
$203.8
 
$177.2
 
$320.4
 
$546.8
Capital expenditures from continuing operations (a)(65.3) (58.7) (57.3) (63.7) (63.2)
Large Dispositions (b)—
 —
 —
 (21.4) (79.7)
Cash flow from discontinued operations—
 —
 —
 (102.4) (276.3)
Working capital and other balance sheet changes(2.3) (0.8) (2.5) (39.5) (70.0)
CAD
$188.7
 
$144.3
 
$117.4
 
$93.4
 
$57.6
Mandatory debt repayments (c)—
 (31.5) (131.0) —
 (42.0)
Adjusted CAD
$188.7
 
$112.8
 
($13.6) 
$93.4
 
$15.6
Cash used for investing activities
($223.2) 
($283.2) 
($166.3) 
($196.7) 
($470.5)
Cash (used for) provided by financing activities
($6.9) 
$114.4
 
($116.5) 
($161.4) 
($157.1)
Cash provided by (used for) investing activities$124.1 ($516.4)($26.3)
Cash used for financing activities($328.9)($4.6)($16.3)
(a)Capital expenditures exclude timberland acquisitions, real estate development investments, spending on the Rayonier office building and purchases of additional interest in the New Zealand JV.
(b)Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value.
(c)
Excludes debt repayments on the New Zealand JV noncontrolling interest shareholder loan. See Note 5 — Debt for additional information.
(a)Capital expenditures exclude timberland acquisitions and real estate development investments.
(b)Reflects net proceeds received from litigation regarding insurance claims.

The following table provides supplemental cash flow data for the fivethree years ended December 31 (in millions):
 202320222021
Purchase of timberlands($14.1)($458.5)($179.1)
Real Estate development investments(23.1)(13.7)(12.5)
Distributions to noncontrolling interests in consolidated affiliates(1.7)(19.4)(109.0)


56
 2017 2016 2015 2014 2013
Purchase of timberlands
($242.9) 
($366.5) 
($98.4) 
($130.9) 
($20.4)
Real Estate Development Investments(15.8) (8.7) (2.7) (3.7) (1.3)
Distributions to New Zealand minority shareholder (a)(15.8) (4.9) (1.4) (1.2) (1.0)
Rayonier Office Building(6.1) (6.3) (0.9) —
 —
Purchase of additional interest in New Zealand joint venture—
 —
 —
 —
 (139.9)
(a)
Includes debt repayments on the New Zealand JV noncontrolling interest shareholder loan. See Note 5 — Debt for additional information.

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 certain self-insurance programs that we maintain. 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 11 — Guarantees for further discussion.



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Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONTRACTUAL FINANCIAL OBLIGATIONS
In addition to using cash flow from operations and proceeds from Large Dispositions, we finance our operations and acquisitions through the issuance of debt and by entering into leases. These financial obligations are recorded in accordance with accounting rules applicable to the underlying transaction, with the result that some are recorded as liabilities on the Consolidated Balance Sheets, while others are required to be disclosed in the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis.
The following table aggregates our contractual financial obligations as of December 31, 2017 and anticipated cash spending by period:
Contractual Financial Obligations (in millions)Total Payments Due by Period
2018 2019-2020 2021-2022 Thereafter
Long-term debt (a)
$1,025.0
 —
 
$50.0
 
$325.0
 
$650.0
Current maturities of long-term debt3.4
 3.4
 —
 —
 —
Interest payments on long-term debt (b)206.2
 33.9
 67.2
 55.8
 49.3
Operating leases — timberland200.9
 9.7
 18.3
 17.7
 155.2
Operating leases — PP&E, offices4.5
 1.1
 1.6
 1.2
 0.6
Commitments — derivatives (c)23.9
 3.7
 7.0
 7.0
 6.2
Commitments — other (d)14.3
 8.0
 5.8
 0.5
 —
Total contractual cash obligations
$1,478.2
 
$59.8
 
$149.9
 
$407.2
 
$861.3
(a)The book value of long-term debt, net of deferred financing costs, is currently recorded at $1,022.0 million on the Company’s Consolidated Balance Sheet, but upon maturity the liability will be $1,025.0 million.
(b)Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2017.
(c)
Commitments — derivatives represent payments expected to be made on derivative financial instruments (foreign exchange contracts and interest rate swaps). See Note 13 — Derivative Financial Instruments and Hedging Activities.
(d)
Commitments — other include $2.9 million of pension contribution requirements in 2018 based on actuarially determined estimates and IRS minimum funding requirements, payments expected to be made on the construction of the Wildlight development project and other purchase obligations. For additional information on the pension contribution see Note 15 — Employee Benefit Plans.



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Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including changes in interest rates, commodity prices and foreign exchange rates. Our objective is to minimize the economic impact of these market risks. We use derivatives in accordance with policies and procedures approved by the Audit Committee of the Board of Directors. Derivatives are managed by a senior executive committee whose responsibilities include initiating, managing and monitoring resulting exposures. We do not enter into financial instruments for trading or speculative purposes.
Interest Rate Risk
Due to the discontinuation of LIBOR on June 30, 2023, we amended our outstanding variable rate debt agreements and active interest rate swaps to change the interest rate benchmark from LIBOR to Daily Simple SOFR in December 2022. In March 2023, we modified our benchmark rates from LIBOR to Daily Simple SOFR for our forward-starting interest rate swaps. We are exposed to interest rate risk through our variable rate debt primarily due to changes in LIBOR.SOFR. However, we use interest rate swaps to manage our exposure to interest rate movements on our term credit agreements by swapping existing and anticipated future borrowings from floating rates to fixed rates. As of December 31, 20172023, we had $700$850 million of U.S. long-term variable rate debt. debt outstanding on our term credit agreements.
The notional amount of outstanding interest rate swap contracts with respect to our term credit agreements at December 31, 20172023 was $650also $850 million. The term credit agreement and$350 million 2015 Term Credit Facility matures in April 2028, with the associated interest rate swaps maturematuring in August 2024 and2024. We have entered into forward starting interest rate swaps to cover $200 million of the incremental term loan agreement2015 Term Credit Facility through the extended maturity date. The 2016 Incremental Term Loan Facility and associated interest rate swaps mature in May 2026.2026, and the 2021 Incremental Term Loan Facility and associated interest rate swaps mature in June 2029. We have entered into an interest rate swap agreement to cover $100 million of borrowings under the 2022 Incremental Term Loan Facility through the maturity date in December 2027. At this current borrowing and derivatives level, a hypothetical one-percentage point increase/decrease in interest rates would result in ano corresponding increase/decrease of approximately $0.5 million in interest payments and expense over a 12-month period.
The fair market value of our long-term fixed interest rate debt is also subject to interest rate risk. The estimated fair value of our long-term fixed rate debt at December 31, 20172023 was $330$450.0 million compared to the $325$522.7 million principal amount. We use interest rates of debt with similar terms and maturities to estimate the fair value of our debt. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at December 31, 20172023 would result in a corresponding decrease/increase in the fair value of our long-term fixed rate debt of approximately $13 million.$25 million and $27 million, respectively.
We estimate the periodic effective interest rate on our U.S. long-term fixed and variable rate debt to be approximately 3.3%2.7% after consideration of interest rate swaps and estimated patronage refunds and excluding unused commitment fees on the revolving credit facility.


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Table of Contents


The following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of expected maturity and their fair values at December 31, 2017:2023:
(Dollars in thousands)2018 2019 2020 2021 2022 Thereafter Total Fair Value(Dollars in thousands)20242025202620272028ThereafterTotalFair Value
Variable rate debt: 
Principal amounts— — $50,000 — — $650,000 $700,000 $700,000
Principal amounts
Principal amounts——$200,000$100,000$350,000$200,000$850,000
Average interest rate (a)(b)— — 2.82% — — 3.12% 3.10% —
Fixed rate debt: 
Fixed rate debt:
Fixed rate debt:
Principal amounts
Principal amounts
Principal amounts$3,375 — — — $325,000 — $328,375 $333,510—$21,817$25,453—$450,000$522,723$449,951
Average interest rate (b)— — — — 3.75% — 3.71% —
Interest rate swaps: 
Variable to Fixed— — — — — $650,000 $650,000 $15,440
Interest rate swaps:
Interest rate swaps:
Notional amount
Notional amount
Notional amount$350,000—$200,000$100,000—$200,000$850,000$43,179
Average pay rate (b)— — — — — 1.91% 1.91% —
Average receive rate (b)— — — — — 1.37% 1.37% —
Average receive rate (b)
Average receive rate (b)
Forward-starting interest rate swaps
Forward-starting interest rate swaps
Forward-starting interest rate swaps
Notional amount
Notional amount
Notional amount——$200,000—$200,000$12,782
Average pay rate (b)
Average receive rate (b)
Average receive rate (b)
Average receive rate (b)
(a)    Excludes estimated patronage refunds.
(b)     Interest rates as of December 31, 2017.


54
Table of Contents


2023.
Foreign Currency Exchange Rate Risk
The functional currency of the Company’s New Zealand-based operations and New Zealand JV is the New Zealand dollar. Through these operations and our ownership in the New Zealand JV, wesubsidiary’s export sales are exposed to foreign currency risk on cash held in foreign currencies, shareholder loan payments which arepredominantly denominated in U.S. dollars, and on foreign export salestherefore its cash flows are affected by fluctuations in the exchange rate between the New Zealand dollar and the U.S. dollar. This exposure is partially managed by a natural currency hedge, as ocean freight payments thatand shareholder distributions are predominantly denominatedalso paid in U.S. dollars. To mitigate these risks,We manage any excess foreign exchange exposure through the use of derivative financial instruments.
Sales and Expense Exposure
At December 31, 2023, the New Zealand JV routinely enters into foreign currency exchange contracts and foreign currency option contracts to hedge a portion of the New Zealand JV’s foreign exchange exposure. At December 31, 2017, the New Zealand JV had foreign currency exchange contracts representing 27% of forecast shareholder distribution payments over the next 12 months. At December 31, 2017, the New Zealand JV alsosubsidiary had foreign currency exchange contracts with a notional amount of $107$123 million and foreign currency option contracts with a notional amount of $48$98 million outstanding related to foreign export sales and ocean freight payments.sales. The amount hedged represents 64%a portion of forecastforecasted U.S. dollar denominated harvesting sales proceeds over the next 18 monthsexport timber and 50% of log trading sales proceeds over the next 3 months. At December 31, 2017, the New Zealand JV also had36 months and next 2 months, respectively.
The following table summarizes our outstanding foreign currency exchange rate risk contracts with a notional amount of $2 million outstanding on behalf of suppliers.at December 31, 2023:

(Dollars in thousands)0-1 months1-2 months2-3 months3-6 months6-12 months12-18 months18-24 months24-36 monthsTotalFair Value
Foreign exchange contracts to sell U.S. dollar for New Zealand dollar
Notional amount$7,200$5,000$6,000$21,000$25,000$16,500$13,000$29,000$122,700$2,916
Average contract rate1.55291.52111.53981.60431.63101.68051.63921.66521.6285
Foreign currency option contracts to sell U.S. dollar for New Zealand dollar
Notional amount$2,000$2,000$2,000$4,000$20,000$24,000$16,000$28,000$98,000$1,572
Average strike price1.56661.56861.57011.62761.64161.66021.74811.68111.6698



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Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INDEX TO FINANCIAL STATEMENTS
Page
Page
5760
5862
Rayonier Inc.:
Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2023
67
Consolidated Balance Sheets as of December 31, 2023 and 2022
68
Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2023
69
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2023
71
Rayonier, L.P.:
Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 20172023
6073
Consolidated Balance Sheets as of December 31, 20172023 and 20162022
6174
Consolidated Statements of Shareholders’ Equity as ofChanges in Capital for the Three Years Ended December 31, 2015, 2016, and 20172023
6275
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 20172023
6377
6579
Note 1 - Nature of Business Operations
65
Note 2 - Summary of Significant Accounting Policies
6679
Note 3 - Timberland Acquisitions
74
Note 42 - Segment and Geographical Information
7588
Note 3 - Revenue
92
Note 4 - Timberland Acquisitions
95
Note 5 - DebtNoncontrolling Interests
7895
Note 6 - Earnings Per Share and Per Unit
97
Note 7 - Debt
99
Note 8 - Derivative Financial Instruments and Hedging Activities
103
Note 9 - Fair Value Measurements
107
Note 10 - Commitments
108
Note 11 - Contingencies
108
Note 12 - Environmental and Natural Resource Damage Liabilities
109
Note 13 - Guarantees
110
Note 14 - Higher and Better Use Timberlands and Real Estate Development Investments
80111
Note 7 - Joint Venture Investment
81
Note 8 - Commitments
81
Note 9 - Income Taxes
82
Note 10 - Contingencies
85
Note 11 - Guarantees
86
Note 12 - Earnings Per Common Share
87
Note 13 - Derivative Financial Instruments and Hedging Activities
88
Note 14 - Fair Value Measurements
91
Note 15 - Employee Benefit PlansInventory
92111
Note 16 - Incentive Stock PlansLeases
96112
Note 17 - Other Operating (Expense) Income, (Expense), Net
99113
Note 18 - InventoryEmployee Benefit Plans
99114
Note 19 - Restricted CashIncentive Stock Plans
99120
Note 20 - Other AssetsIncome Taxes
100124
Note 21 - Restricted Cash
126
Note 22 - Assets Held for Sale
100126
Note 2223 - Other Assets
127
Note 24 - Accumulated Other Comprehensive Income/(Loss) Income
101128
Note 2325 - Quarterly Results for 2017 and 2016 (Unaudited)Related Party
102129
Note 24 - Consolidating Financial Statements
103





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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Rayonier Inc.
To Our Shareholders:
The management of Rayonier Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Rayonier Inc.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2023. In making this assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2017.2023.
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an audit report on the Company’s internal control over financial reporting as of December 31, 2017.2023. The report on the Company’s internal control over financial reporting as of December 31, 2017,2023, is on page 5862.
RAYONIER INC.
RAYONIER INC.
By:
By:/s/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer
(Principal Executive Officer)
February 23, 20182024
By:/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 23, 20182024
By:/s/ APRIL TICE
April Tice
Director, Financial ServicesVice President and Corporate ControllerChief Accounting Officer
(Principal Accounting Officer)
February 23, 20182024















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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Rayonier, L.P.
To Our Unitholders:
The management of Rayonier, L.P. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Operating Partnership’s management and the Rayonier Inc. Board of Directors regarding the preparation and fair presentation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Rayonier, L.P.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
RAYONIER, L.P.
By:RAYONIER, INC., its sole general partner
By:/s/ DAVID L. NUNES
David L. Nunes
Chief Executive Officer
(Principal Executive Officer)
February 23, 2024
By:/s/ MARK MCHUGH
Mark McHugh
President and Chief Financial Officer
(Principal Financial Officer)
February 23, 2024
By:/s/ APRIL TICE
April Tice
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 23, 2024



61
Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and the Board of Directors of Rayonier Inc.


Opinion on Internal Control overOver Financial Reporting


We have audited Rayonier Inc. and Subsidiaries’subsidiaries’ internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rayonier Inc. and Subsidiariessubsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on the COSO criteria.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20172023 and 2016,2022, the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017,2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated February 23, 20182024 expressed an unqualified opinion thereon.


Basis for Opinion


The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.


Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control Over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Certified Public Accountants

Jacksonville, Florida
February 23, 2018

2024


5862
Table of Contents




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and the Board of Directors of Rayonier Inc.


Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of Rayonier Inc. and Subsidiariessubsidiaries (the Company) as of December 31, 20172023 and 2016,2022, the related consolidated statements of income and comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2017,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2023, in conformity with U.S. generally accepted accounting principles.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework),and our report dated February 23, 20182024 expressed an unqualified opinion thereon.


Basis for Opinion


These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

63
Table of Contents


Depletion of Timber
Description of the Matter
For the year ended December 31, 2023, the Company recognized $243 million in depletion expense and the Timber and Timberlands balance, net of depletion and amortization, was $3,004 million at December 31, 2023. As described in Note 1 to the financial statements, the Company establishes an annual depletion rate for each particular region. Depletion rates are determined by region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. The Company charges accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold.

Auditing management’s annual depletion rate was complex and subjective due to the estimation uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the depletion rate for each region. In particular, estimating the standing merchantable inventory volume involves statistical sampling and growth modeling using inputs such as growth estimates, harvest information and environmental and operational restrictions.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for establishing the annual depletion rate for each geographic region. For example, we tested controls over management’s review of the standing merchantable inventory volume that was determined for each geographic region.

To test the annual depletion rates (including standing merchantable inventory volume), our audit procedures included, among others, evaluating the methodology used and testing the completeness and accuracy of the underlying data used by the Company. We inspected satellite images to test timber existence and assessed the timberland for features that would impact the Company’s ability to harvest its timber. In addition, we evaluated current year changes to harvestability, analyzed the change in depletion as a percentage of sales, utilized published industry growth rates to assess the increase in timber volume and compared actual volume harvested to the volume estimated by the Company.
/s/ Ernst & Young LLP
Certified Public Accountants


We have served as the Company’s auditor since 2012.

Jacksonville, Florida
February 23, 2024


























64
Table of Contents



Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Rayonier Inc., the general partner of Rayonier, L.P.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Rayonier, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

65
Table of Contents


Depletion of Timber
Description of the Matter
For the year ended December 31, 2023, the Operating Partnership recognized $243 million in depletion expense and the Timber and Timberlands balance, net of depletion and amortization, was $3,004 million at December 31, 2023. As described in Note 1 to the financial statements, the Operating Partnership establishes an annual depletion rate for each particular region. Depletion rates are determined by region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. The Operating Partnership charges accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold.

Auditing management’s annual depletion rate was complex and subjective due to the estimation uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the depletion rate for each region. In particular, estimating the standing merchantable inventory volume involves statistical sampling and growth modeling using inputs such as growth estimates, harvest information and environmental and operational restrictions.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Operating Partnership’s process for establishing the annual depletion rate for each geographic region. For example, we tested controls over management’s review of the standing merchantable inventory volume that was determined for each geographic region.

To test the annual depletion rates (including standing merchantable inventory volume), our audit procedures included, among others, evaluating the methodology used and testing the completeness and accuracy of the underlying data used by the Operating Partnership. We inspected satellite images to test timber existence and assessed the timberland for features that would impact the Operating Partnership’s ability to harvest its timber. In addition, we evaluated current year changes to harvestability, analyzed the change in depletion as a percentage of sales, utilized published industry growth rates to assess the increase in timber volume and compared actual volume harvested to the volume estimated by the Operating Partnership.
/s/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 2019.
Jacksonville, Florida
February 23, 2018


2024


5966


RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31,
(Thousands of dollars, except per share data)



 202320222021
SALES (NOTE 3)
$1,056,933 $909,072 $1,109,597 
Costs and Expenses
Cost of sales(762,570)(688,284)(796,115)
Selling and general expenses(74,773)(64,670)(57,791)
Other operating (expense) income, net (Note 17)
(8,306)9,704 14,084 
(845,649)(743,250)(839,822)
OPERATING INCOME211,284 165,822 269,775 
Interest expense(48,342)(36,207)(44,907)
Interest and other miscellaneous income, net20,675 2,565 280 
INCOME BEFORE INCOME TAXES183,617 132,180 225,148 
Income tax expense (Note 20)
(5,122)(9,389)(14,661)
NET INCOME178,495 122,791 210,487 
Less: Net income attributable to noncontrolling interests in the operating partnership(2,905)(2,393)(4,516)
Less: Net income attributable to noncontrolling interests in consolidated affiliates(2,097)(13,321)(53,421)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.173,493 107,077 152,550 
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax effect of $0, $0 and $0(1,516)(23,093)(22,096)
Cash flow hedges, net of income tax effect of $2,368, $555 and $2,667(9,957)76,039 60,315 
 Pension and postretirement benefit plans, net of income tax effect of $0, $0 and $0593 1,627 12,476 
Total other comprehensive (loss) income(10,880)54,573 50,695 
COMPREHENSIVE INCOME167,615 177,364 261,182 
Less: Comprehensive income attributable to noncontrolling interests in the operating partnership(2,639)(3,692)(6,116)
Less: Comprehensive income attributable to noncontrolling interests in consolidated affiliates(3,449)(12,182)(48,234)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.$161,527 $161,490 $206,832 
EARNINGS PER COMMON SHARE (NOTE 6)
Basic earnings per share attributable to Rayonier Inc.$1.17 $0.73 $1.08 
Diluted earnings per share attributable to Rayonier Inc.$1.17 $0.73 $1.08 

 2017 2016 2015
SALES
$819,596
 
$815,915
 
$568,800
Costs and Expenses     
Cost of sales568,253
 526,439
 441,718
Selling and general expenses40,245
 42,785
 45,750
Other operating (income) expense, net (Note 17)
(4,393) (9,086) 3,548
 604,105
 560,138
 491,016
OPERATING INCOME215,491
 255,777
 77,784
Interest expense(34,071) (32,245) (31,699)
Interest income and miscellaneous income (expense), net1,840
 (698) (3,003)
INCOME BEFORE INCOME TAXES183,260
 222,834
 43,082
Income tax (expense) benefit (Note 9)
(21,681) (5,064) 859
NET INCOME161,579
 217,770
 43,941
Less: Net income (loss) attributable to noncontrolling interest12,737
 5,798
 (2,224)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.148,842
 211,972
 46,165
OTHER COMPREHENSIVE INCOME (LOSS)     
Foreign currency translation adjustment, net of income tax effect of $0, $0 and $1,0669,114
 6,322
 (32,451)
Cash flow hedges, net of income tax effect of $594, $545 and $915,693
 22,822
 (9,961)
Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $0, $0 and $470(208) 5,533
 2,933
 14,599
 34,677
 (39,479)
COMPREHENSIVE INCOME176,178
 252,447
 4,462
Less: Comprehensive income (loss) attributable to noncontrolling interest14,775
 9,555
 (13,027)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$161,403
 
$242,892
 
$17,489
EARNINGS PER COMMON SHARE (NOTE 12)
     
Basic earnings per share attributable to Rayonier Inc.
$1.17
 
$1.73
 
$0.37
Diluted earnings per share attributable to Rayonier Inc.
$1.16
 
$1.73
 
$0.37


































See Notes to Consolidated Financial Statements.



6067


RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Thousands of dollars)dollars, except share data)





 20232022
ASSETS
CURRENT ASSETS
Cash and cash equivalents$207,696 $114,255 
Trade receivables, less allowance for doubtful accounts of $210 and $7428,652 27,837 
Other receivables11,517 14,701 
Inventory (Note 15)
31,017 23,729 
Prepaid logging roads15,425 14,893 
Prepaid expenses3,645 5,680 
Assets held for sale (Note 22)
9,932 713 
Other current assets9,074 573 
Total current assets316,958 202,381 
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION3,004,316 3,230,904 
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
      INVESTMENTS (NOTE 14)
105,595 115,097 
PROPERTY, PLANT AND EQUIPMENT
Land6,453 6,453 
Buildings31,251 31,020 
Machinery and equipment6,523 6,568 
Construction in progress1,841 653 
Total property, plant and equipment, gross46,068 44,694 
Less—accumulated depreciation(19,059)(17,505)
Total property, plant and equipment, net27,009 27,189 
RESTRICTED CASH (NOTE 21)
678 1,152 
RIGHT-OF-USE ASSETS (NOTE 16)
95,474 97,167 
OTHER ASSETS (NOTE 23)
97,555 115,481 
TOTAL ASSETS$3,647,585 $3,789,371 
LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable$26,561 $22,100 
Accrued taxes4,394 3,734 
Accrued payroll and benefits14,215 12,428 
Accrued interest7,094 5,920 
Pension and other postretirement benefits (Note 18)
8,444 136 
Dividend and distribution payable30,148 — 
Deferred revenue19,012 22,762 
Other current liabilities30,409 28,247 
Total current liabilities140,277 95,327 
LONG-TERM DEBT, NET (NOTE 7)
1,365,773 1,514,721 
PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT (NOTE 18)
1,441 8,510 
LONG-TERM LEASE LIABILITY (NOTE 16)
87,684 88,756 
LONG-TERM DEFERRED REVENUE11,294 6,895 
OTHER NON-CURRENT LIABILITIES81,863 88,687 
COMMITMENTS AND CONTINGENCIES (NOTES 10 and 11)
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP (NOTE 5)
81,651 105,763 
SHAREHOLDERS’ EQUITY
Common Shares, 480,000,000 shares authorized, 148,299,117 and 147,282,631 shares issued and outstanding1,497,641 1,462,945 
Retained earnings338,244 366,637 
Accumulated other comprehensive income (Note 24)
24,651 35,813 
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY1,860,536 1,865,395 
Noncontrolling interests in consolidated affiliates (Note 5)
17,066 15,317 
TOTAL SHAREHOLDERS’ EQUITY1,877,602 1,880,712 
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY$3,647,585 $3,789,371 
 2017 2016
ASSETS
CURRENT ASSETS   
Cash and cash equivalents
$112,653
 
$85,909
Accounts receivable, less allowance for doubtful accounts of $23 and $3327,693
 20,664
Inventory (Note 18)
24,141
 21,379
Prepaid logging roads11,207
 10,228
Prepaid expenses4,786
 1,579
Assets held for sale (Note 21)
—
 23,171
Other current assets3,047
 1,874
Total current assets183,527
 164,804
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION2,462,066
 2,291,015
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
      INVESTMENTS (NOTE 6)
80,797
 70,374
PROPERTY, PLANT AND EQUIPMENT   
Land3,962
 2,279
Buildings23,618
 7,990
Machinery and equipment4,440
 4,658
Construction in progress627
 8,170
Total property, plant and equipment, gross32,647
 23,097
Less—accumulated depreciation(9,269) (9,063)
Total property, plant and equipment, net23,378
 14,034
RESTRICTED CASH (NOTE 19)
59,703
 71,708
OTHER ASSETS (NOTE 20)
49,010
 73,825
TOTAL ASSETS
$2,858,481
 
$2,685,760
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES   
Accounts payable
$25,148
 
$22,337
Current maturities of long-term debt (Note 5)
3,375
 31,676
Accrued taxes3,781
 2,657
Accrued payroll and benefits9,662
 9,277
Accrued interest5,054
 5,340
Deferred revenue9,721
 9,099
Other current liabilities11,807
 11,580
Total current liabilities68,548
 91,966
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS (NOTE 5)
1,022,004
 1,030,205
PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 15)
31,905
 31,856
OTHER NON-CURRENT LIABILITIES43,084
 34,981
COMMITMENTS AND CONTINGENCIES (NOTES 8 and 10)


 

SHAREHOLDERS’ EQUITY   
Common Shares, 480,000,000 shares authorized, 128,970,776 and 122,904,368 shares issued and outstanding872,228
 709,867
Retained earnings707,378
 700,887
Accumulated other comprehensive income (Note 22)
13,417
 856
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY1,593,023
 1,411,610
Noncontrolling interest99,917
 85,142
TOTAL SHAREHOLDERS’ EQUITY1,692,940
 1,496,752
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$2,858,481
 
$2,685,760





See Notes to Consolidated Financial Statements.



68
61

RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Thousands of dollars, except share data)

 Common SharesRetained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling Interests in Consolidated AffiliatesShareholders’
Equity
 SharesAmount
Balance, December 31, 2020137,678,822 $1,101,675 $446,267 ($73,885)$388,588 $1,862,645 
Net income— — 157,066 — 53,421 210,487 
Net income attributable to noncontrolling interests in the operating partnership— — (4,516)— — (4,516)
Dividends ($1.08 per share) (a)— — (153,980)— — (153,980)
Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $2.5 million6,357,972 233,033 — — — 233,033 
Issuance of shares under incentive stock plans270,713 6,029 — — — 6,029 
Stock-based incentive compensation— 9,277 — — — 9,277 
Repurchase of common shares(47,705)(1,617)— — — (1,617)
Fund II carried interest incentive fee— — — — (3,807)(3,807)
Disposition of noncontrolling interests in consolidated affiliates— — — — (255,486)(255,486)
Measurement period adjustment of noncontrolling interests in consolidated affiliates— — — — 9,690 9,690 
Adjustment of noncontrolling interests in the operating partnership— — (42,530)— — (42,530)
Conversion of units into common shares1,113,159 40,676 — — — 40,676 
Pension and postretirement benefit plans— — — 12,476 — 12,476 
Foreign currency translation adjustment— — — (18,487)(3,609)(22,096)
Cash flow hedges— — — 61,893 (1,578)60,315 
Allocation of other comprehensive income to noncontrolling interests in the operating partnership— — — (1,601)— (1,601)
Distributions to noncontrolling interests in consolidated affiliates— — — — (115,298)(115,298)
Noncontrolling interests in consolidated affiliates redemption of shares— — — — (28,119)(28,119)
Balance, December 31, 2021145,372,961 $1,389,073 $402,307 ($19,604)$43,802 $1,815,578 
Net income— — 109,470 — 13,321 122,791 
Net income attributable to noncontrolling interests in the operating partnership— — (2,393)— — (2,393)
Dividends ($1.125 per share) (a)— — (165,902)— — (165,902)
Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $1.1 million1,579,228 59,350 — — — 59,350 
Issuance of shares under incentive stock plans321,337 2,466 — — — 2,466 
Stock-based incentive compensation— 12,356 — — — 12,356 
Repurchase of common shares(97,809)(4,225)— — — (4,225)
Adjustment of noncontrolling interests in the operating partnership— — 23,155 — — 23,155 
Conversion of units into common shares106,914 3,925 — — — 3,925 
Pension and postretirement benefit plans— — — 1,627 — 1,627 
Foreign currency translation adjustment— — — (22,282)(811)(23,093)
Cash flow hedges— — — 76,367 (328)76,039 
Allocation of other comprehensive income to noncontrolling interests in the operating partnership— — — (295)— (295)
Distributions to noncontrolling interests in consolidated affiliates— — — — (12,807)(12,807)
Noncontrolling interests in consolidated affiliates redemption of shares— — — — (27,860)(27,860)
Balance, December 31, 2022147,282,631 $1,462,945 $366,637 $35,813 $15,317 $1,880,712 

69

RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
(Thousands of dollars, except share data)
 Common Shares 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income/(Loss)
 Non-controlling Interest 
Shareholders’
Equity
 Shares Amount 
Balance, December 31, 2014126,773,097
 
$702,598
 
$790,697
 
($4,825) 
$86,681
 
$1,575,151
Net income—
 —
 46,165
 —
 (2,224) 43,941
Dividends ($1.00 per share)—
 —
 (124,943) —
 —
 (124,943)
Issuance of shares under incentive stock plans205,219
 2,117
 —
 —
 —
 2,117
Stock-based compensation—
 4,484
 —
 —
 —
 4,484
Tax deficiency on stock-based compensation—
 (250) —
 —
 —
 (250)
Repurchase of common shares(4,208,099) (122) (100,000) —
 —
 (100,122)
Actuarial change and amortization of pension and postretirement plan liabilities—
 —
 —
 2,933
 —
 2,933
Adjustments to Rayonier Advanced Materials—
 —
 841
 —
 —
 841
Foreign currency translation adjustment—
 —
 —
 (21,567) (10,884) (32,451)
Cash flow hedges—
 —
 —
 (10,044) 83
 (9,961)
Balance, December 31, 2015122,770,217
 
$708,827
 
$612,760
 
($33,503) 
$73,656
 
$1,361,740
Net income—
 —
 211,972
 —
 5,798
 217,770
Dividends ($1.00 per share)—
 —
 (123,155) —
 —
 (123,155)
Issuance of shares under incentive stock plans179,743
 1,576
 —
 —
 —
 1,576
Stock-based compensation—
 5,136
 —
 —
 —
 5,136
Repurchase of common shares(45,592) (178) (690) —
 —
 (868)
Actuarial change and amortization of pension and postretirement plan liabilities—
 —
 —
 5,533
 —
 5,533
Foreign currency translation adjustment—
 —
 —
 2,780
 3,542
 6,322
Cash flow hedges—
 —
 —
 22,608
 214
 22,822
Recapitalization of New Zealand Joint Venture—
 (5,398) —
 3,438
 1,960
 —
Recapitalization costs—
 (96) —
 —
 (28) (124)
Balance, December 31, 2016122,904,368
 
$709,867
 
$700,887
 
$856
 
$85,142
 
$1,496,752
Cumulative-effect adjustment due to adoption of ASU No. 2016-16—
 —
 (14,365) —
 —
 (14,365)
Net income—
 —
 148,842
 —
 12,737
 161,579
Dividends ($1.00 per share)—
 —
 (127,986) —
 —
 (127,986)
Issuance of shares under incentive stock plans322,314
 4,751
 —
 —
 —
 4,751
Stock-based compensation—
 5,396
 —
 —
 —
 5,396
Repurchase of common shares(5,906) (176) —
 —
 —
 (176)
Actuarial change and amortization of pension and postretirement plan liabilities—
 —
 —
 (208) —
 (208)
Foreign currency translation adjustment—
 —
 —
 7,416
 1,698
 9,114
Cash flow hedges—
 —
 —
 5,353
 340
 5,693
Issuance of shares under equity offering, net of costs5,750,000
 152,390
 —
 —
 —
 152,390
Balance, December 31, 2017128,970,776
 
$872,228
 
$707,378
 
$13,417
 
$99,917
 
$1,692,940
 Common SharesRetained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Noncontrolling Interests in Consolidated AffiliatesShareholders’
Equity
 SharesAmount
Balance, December 31, 2022147,282,631 $1,462,945 $366,637 $35,813 $15,317 $1,880,712 
Net income— — 176,398 — 2,097 178,495 
Net income attributable to noncontrolling interests in the operating partnership— — (2,905)— — (2,905)
Dividends ($1.34 per share) (a)(b)— — (199,465)— — (199,465)
Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs400 (81)— — — (81)
Issuance of shares under incentive stock plans380,080 75 — — — 75 
Stock-based incentive compensation— 14,002 — — — 14,002 
Repurchase of common shares(128,923)(4,217)— — — (4,217)
Adjustment of noncontrolling interests in the operating partnership— — (2,421)— — (2,421)
Conversion of units into common shares764,929 24,917 — — — 24,917 
Pension and postretirement benefit plans— — — 593 — 593 
Foreign currency translation adjustment— — — (1,466)(50)(1,516)
Cash flow hedges— — — (11,358)1,401 (9,957)
Allocation of other comprehensive loss to noncontrolling interests in the operating partnership— — — 1,069 — 1,069 
Distributions to noncontrolling interests in consolidated affiliates— — — — (1,699)(1,699)
Balance, December 31, 2023148,299,117 $1,497,641 $338,244 $24,651 $17,066 $1,877,602 


(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)Includes an additional cash dividend of $0.20 per common share. The dividend was payable January 12, 2024, to shareholders of record on December 29, 2023.














































See Notes to Consolidated Financial Statements.



70

62


RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Thousands of dollars)
2017
2016
2015 202320222021
OPERATING ACTIVITIES




Net income
$161,579


$217,770


$43,941
Net income
Net income
Adjustments to reconcile net income to cash provided by operating activities: 



Depreciation, depletion and amortization127,566

115,142

113,708
Non-cash cost of land and real estate sold13,684

11,690

12,509
Depreciation, depletion and amortization
Depreciation, depletion and amortization
Non-cash cost of land and improved development
Stock-based incentive compensation expense5,396

5,136

4,484
Amortization of debt discount/premium—

(462)
604
Deferred income taxes21,980

5,170

(1,475)
Non-cash adjustments to unrecognized tax benefit liability—
 —
 135
Deferred income taxes
Deferred income taxes
Pension settlement charge
Pension settlement charge
Pension settlement charge
Amortization of losses from pension and postretirement plans465

2,513

3,403
Gain on sale of Large Dispositions(66,994) (143,933) —
Timber write-offs resulting from casualty events
Gain on sale of large disposition of timberlands
Gain on Fund II timberland dispositions
Gain on sale of Timber Funds III & IV
Fund II carried interest incentive fee
Other(716)
336

350
Changes in operating assets and liabilities: 



Receivables(6,362)
2,517

2,034
Receivables
Receivables
Inventories(1,384)
(1,175)
(9,749)
Accounts payable3,435

(559)
1,863
Income tax receivable/payable(434)
(206)
(894)
All other operating activities
All other operating activities
All other operating activities(1,931)
(10,138)
6,251
CASH PROVIDED BY OPERATING ACTIVITIES256,284

203,801

177,164
INVESTING ACTIVITIES




Capital expenditures(65,345)
(58,723)
(57,293)
Capital expenditures
Capital expenditures
Real estate development investments(15,784) (8,746) (2,676)
Purchase of timberlands(242,910)
(366,481)
(98,409)
Assets purchased in business acquisition—
 (887) —
Net proceeds from Large Dispositions95,243
 203,862
 —
Proceeds from settlement of foreign currency hedge—
 —
 2,804
Rayonier office building under construction(6,084) (6,307) (908)
Change in restricted cash12,005

(48,184)
(16,836)
Net proceeds from large disposition of timberlands
Net proceeds from large disposition of timberlands
Net proceeds from large disposition of timberlands
Net proceeds from sale of Timber Funds III & IV
Net proceeds from Fund II timberland dispositions
Other(373)
2,311

7,009
CASH USED FOR INVESTING ACTIVITIES(223,248)
(283,155)
(166,309)
Other
Other
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
FINANCING ACTIVITIES




Issuance of debt63,389
 695,916

472,558
Issuance of debt
Issuance of debt
Repayment of debt(100,157) (458,415)
(364,402)
Dividends paid(127,069) (122,845)
(124,936)
Proceeds from the issuance of common shares4,751

1,576

2,117
Proceeds from the issuance of common shares from equity offering, net of costs152,390
 —
 —
Repurchase of common shares(176) (690) (100,000)
Dividends paid on common stock
Distributions to noncontrolling interests in the operating partnership
Proceeds from the issuance of common shares under incentive stock plan
Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs
Repurchase of common shares to pay withholding taxes on vested incentive stock awards
Repurchase of common shares to pay withholding taxes on vested incentive stock awards
Repurchase of common shares to pay withholding taxes on vested incentive stock awards
Debt issuance costs—

(818)
(1,678)
Other—
 (301) (122)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES(6,872)
114,423

(116,463)
Debt issuance costs
Debt issuance costs
Distributions to noncontrolling interests in consolidated affiliates
Distributions to noncontrolling interests in consolidated affiliates
Distributions to noncontrolling interests in consolidated affiliates
Make-whole fee on NWFCS debt prepayment
CASH USED FOR FINANCING ACTIVITIES
CASH USED FOR FINANCING ACTIVITIES
CASH USED FOR FINANCING ACTIVITIES
EFFECT OF EXCHANGE RATE CHANGES ON CASH580

(937)
(4,173)
CASH AND CASH EQUIVALENTS




Change in cash and cash equivalents26,744
 34,132

(109,781)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash
Change in cash, cash equivalents and restricted cash
Change in cash, cash equivalents and restricted cash
Balance, beginning of year85,909
 51,777

161,558
Balance, end of year
$112,653
 
$85,909


$51,777







See Notes to Consolidated Financial Statements.


6371


RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended December 31,
(Thousands of dollars)
2017 2016 2015
2023202320222021
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION     
Cash paid during the year:     
Interest
$36,041
 
$36,289
 
$33,011
Cash paid during the year:
Cash paid during the year:
Interest (a)
Interest (a)
Interest (a)
Income taxes514
 501
 277
Non-cash investing activity:     
Capital assets purchased on account3,809
 4,683
 3,429
Purchase of timberlands—
 —
 700
Capital assets purchased on account
Capital assets purchased on account
Non-cash financing activity:
Noncontrolling interests in consolidated affiliates redemption of shares (b)
Noncontrolling interests in consolidated affiliates redemption of shares (b)
Noncontrolling interests in consolidated affiliates redemption of shares (b)


(a)Interest paid is presented net of patronage payments received of $6.2 million, $6.0 million and $6.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. For additional information on patronage payments, see Note 7 — Debt.

(b)The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $27.9 million and $28.1 million for the years ended December 31, 2022 and 2021, respectively. See Note 5 — Noncontrolling Interests and Note 7 — Debt for further information.










































































See Notes to Consolidated Financial Statements.


72
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31,
(Thousands of dollars, except per unit data)

 202320222021
SALES (NOTE 3)
$1,056,933 $909,072 $1,109,597 
Costs and Expenses
Cost of sales(762,570)(688,284)(796,115)
Selling and general expenses(74,773)(64,670)(57,791)
Other operating (expense) income, net (Note 17)
(8,306)9,704 14,084 
(845,649)(743,250)(839,822)
OPERATING INCOME211,284 165,822 269,775 
Interest expense(48,342)(36,207)(44,907)
Interest and other miscellaneous income, net20,675 2,565 280 
INCOME BEFORE INCOME TAXES183,617 132,180 225,148 
Income tax expense (Note 20)
(5,122)(9,389)(14,661)
NET INCOME178,495 122,791 210,487 
Less: Net income attributable to noncontrolling interests in consolidated affiliates(2,097)(13,321)(53,421)
NET INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS176,398 109,470 157,066 
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
Limited Partners174,634 108,375 155,495 
General Partners1,764 1,095 1,571 
Net income attributable to unitholders176,398 109,470 157,066 
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax effect of $0, $0 and $0(1,516)(23,093)(22,096)
Cash flow hedges, net of income tax effect of $2,368, $555 and $2,667(9,957)76,039 60,315 
 Pension and postretirement benefit plans, net of income tax effect of $0, $0 and $0593 1,627 12,476 
Total other comprehensive (loss) income(10,880)54,573 50,695 
COMPREHENSIVE INCOME167,615 177,364 261,182 
Less: Comprehensive income attributable to noncontrolling interests in consolidated affiliates(3,449)(12,182)(48,234)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS$164,166 $165,182 $212,948 
EARNINGS PER UNIT (NOTE 6)
Basic earnings per unit attributable to Rayonier, L.P.$1.17 $0.73 $1.08 
Diluted earnings per unit attributable to Rayonier, L.P.$1.17 $0.73 $1.08 
















See Notes to Consolidated Financial Statements.


6473
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Thousands of dollars, except unit data)
 20232022
ASSETS
CURRENT ASSETS
Cash and cash equivalents$207,696 $114,255 
Trade receivables, less allowance for doubtful accounts of $210 and $7428,652 27,837 
Other receivables11,517 14,701 
Inventory (Note 15)
31,017 23,729 
Prepaid logging roads15,425 14,893 
Prepaid expenses3,645 5,680 
Assets held for sale (Note 22)
9,932 713 
Other current assets9,074 573 
Total current assets316,958 202,381 
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION3,004,316 3,230,904 
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
     INVESTMENTS (NOTE 14)
105,595 115,097 
PROPERTY, PLANT AND EQUIPMENT
Land6,453 6,453 
Buildings31,251 31,020 
Machinery and equipment6,523 6,568 
Construction in progress1,841 653 
Total property, plant and equipment, gross46,068 44,694 
Less — accumulated depreciation(19,059)(17,505)
Total property, plant and equipment, net27,009 27,189 
RESTRICTED CASH (NOTE 21)
678 1,152 
RIGHT-OF-USE ASSETS (NOTE 16)
95,474 97,167 
OTHER ASSETS (NOTE 23)
97,555 115,481 
TOTAL ASSETS$3,647,585 $3,789,371 
       LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL
CURRENT LIABILITIES
Accounts payable$26,561 $22,100 
Accrued taxes4,394 3,734 
Accrued payroll and benefits14,215 12,428 
Accrued interest7,094 5,920 
Pension and other postretirement benefits (Note 18)
8,444 136 
Distribution payable30,148 — 
Deferred revenue19,012 22,762 
Other current liabilities30,409 28,247 
Total current liabilities140,277 95,327 
LONG-TERM DEBT, NET (NOTE 7)
1,365,773 1,514,721 
PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT (NOTE 18)
1,441 8,510 
LONG-TERM LEASE LIABILITY (NOTE 16)
87,684 88,756 
LONG-TERM DEFERRED REVENUE11,294 6,895 
OTHER NON-CURRENT LIABILITIES81,863 88,687 
COMMITMENTS AND CONTINGENCIES (NOTES 10 and 11)
REDEEMABLE OPERATING PARTNERSHIP UNITS (NOTE 5) 2,443,898 and 3,208,827 Units outstanding, respectively
81,651 105,763 
CAPITAL
General partners’ capital18,325 18,251 
Limited partners’ capital1,814,193 1,806,895 
Accumulated other comprehensive income (Note 24)
28,018 40,249 
TOTAL CONTROLLING INTEREST CAPITAL1,860,536 1,865,395 
Noncontrolling interests in consolidated affiliates (Note 5)
17,066 15,317 
TOTAL CAPITAL1,877,602 1,880,712 
TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL$3,647,585 $3,789,371 



See Notes to Consolidated Financial Statements.

74
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Thousands of dollars, except unit data)
 Accumulated
Other
Comprehensive Income (Loss)		Noncontrolling Interests in Consolidated AffiliatesTotal Capital
Units
 General Partners’ CapitalLimited Partners’ Capital
Balance, December 31, 2020$15,454 $1,529,948 ($71,345)$388,588 $1,862,645 
Net income1,571 155,495 — 53,421 210,487 
Distributions on units ($1.08 per unit)(1,583)(156,666)— — (158,249)
Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $2.5 million2,330 230,703 — — 233,033 
Issuance of units under incentive stock plans60 5,969 — — 6,029 
Stock-based incentive compensation93 9,184 — — 9,277 
Repurchase of units(16)(1,601)— — (1,617)
Adjustment of Redeemable Operating Partnership Units(444)(43,934)— — (44,378)
Conversion of units to common shares407 40,269 — — 40,676 
Measurement period adjustment of noncontrolling interests in consolidated affiliates— — — 9,690 9,690 
Fund II carried interest incentive fee— — — (3,807)(3,807)
Disposition of noncontrolling interests in consolidated affiliates— — — (255,486)(255,486)
Pension and postretirement benefit plans— — 12,476 — 12,476 
Foreign currency translation adjustment— — (18,487)(3,609)(22,096)
Cash flow hedges— — 61,893 (1,578)60,315 
Distributions to noncontrolling interests in consolidated affiliates— — — (115,298)(115,298)
Noncontrolling interests in consolidated affiliates redemption of unit equivalents— — — (28,119)(28,119)
Balance, December 31, 2021$17,872 $1,769,367 ($15,463)$43,802 $1,815,578 
Net income1,095 108,375 — 13,321 122,791 
Distributions on units ($1.125 per unit)(1,696)(167,874)— — (169,570)
Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $1.1 million593 58,757 — — 59,350 
Issuance of units under incentive stock plans25 2,441 — — 2,466 
Stock-based incentive compensation124 12,232 — — 12,356 
Repurchase of units(42)(4,183)— — (4,225)
Adjustment of Redeemable Operating Partnership Units241 23,894 — — 24,135 
Conversion of units to common shares39 3,886 — — 3,925 
Pension and postretirement benefit plans— — 1,627 — 1,627 
Foreign currency translation adjustment— — (22,282)(811)(23,093)
Cash flow hedges— — 76,367 (328)76,039 
Distributions to noncontrolling interests in consolidated affiliates— — — (12,807)(12,807)
Noncontrolling interests in consolidated affiliates redemption of unit equivalents— — — (27,860)(27,860)
Balance, December 31, 2022$18,251 $1,806,895 $40,249 $15,317 $1,880,712 

75
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)
(Thousands of dollars, except unit data)
 Accumulated
Other
Comprehensive Income (Loss)		Noncontrolling Interests in Consolidated AffiliatesTotal Capital
Units
 General Partners’ CapitalLimited Partners’ Capital
Balance, December 31, 2022$18,251 $1,806,895 $40,249 $15,317 $1,880,712 
Net income1,764 174,634 — 2,097 178,495 
Distributions on units ($1.34 per unit) (a)(2,029)(200,887)— — (202,916)
Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs(1)(80)— — (81)
Issuance of units under incentive stock plans1 74 — — 75 
Stock-based incentive compensation140 13,862 — — 14,002 
Repurchase of units(42)(4,175)— — (4,217)
Adjustment of Redeemable Operating Partnership Units(8)(798)— — (806)
Conversion of units to common shares249 24,668 — — 24,917 
Pension and postretirement benefit plans— — 593 — 593 
Foreign currency translation adjustment— — (1,466)(50)(1,516)
Cash flow hedges— — (11,358)1,401 (9,957)
Distributions to noncontrolling interests in consolidated affiliates— — — (1,699)(1,699)
Balance, December 31, 2023$18,325 $1,814,193 $28,018 $17,066 $1,877,602 
(a)Includes an additional cash distribution of $0.20 per operating partnership unit. The cash distribution was payable January 12, 2024, to holders of record on December 29, 2023.



















See Notes to Consolidated Financial Statements.


76
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Thousands of dollars)
 202320222021
OPERATING ACTIVITIES
Net income$178,495 $122,791 $210,487 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization158,231 147,339 155,722 
Non-cash cost of land and improved development29,768 28,374 24,976 
Stock-based incentive compensation expense14,002 12,356 9,277 
Deferred income taxes278 (5,352)8,509 
Pension settlement charge2,036 — — 
Amortization of losses from pension and postretirement plans6 753 1,174 
Timber write-offs resulting to casualty events2,302 729 — 
Gain on sale of large disposition of timberlands(105,078)(16,606)(44,784)
Gain on Fund II timberland dispositions— — (51,522)
Gain on sale of Timber Funds III & IV— — (3,675)
Fund II carried interest incentive fee— — (3,807)
Other13,169 1,049 9,456 
Changes in operating assets and liabilities:
Receivables4,404 (9,109)17,239 
Inventories513 (4,335)(503)
Accounts payable1,505 1,144 (1,593)
All other operating activities(1,256)(9,943)(5,846)
CASH PROVIDED BY OPERATING ACTIVITIES298,375 269,190 325,110 
INVESTING ACTIVITIES
Capital expenditures(81,447)(74,811)(75,965)
Real estate development investments(23,078)(13,698)(12,521)
Purchase of timberlands(14,062)(458,530)(179,115)
Net proceeds from large disposition of timberlands239,898 29,496 54,682 
Net proceeds from sale of Timber Funds III & IV— — 31,014 
Net proceeds from Fund II timberland dispositions— — 154,740 
Other2,776 1,180 912 
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES124,087 (516,363)(26,253)
FINANCING ACTIVITIES
Issuance of debt— 656,842 446,378 
Repayment of debt(150,000)(531,842)(420,000)
Distributions on units(172,952)(169,375)(157,784)
Proceeds from the issuance of units under incentive stock plan75 2,628 5,922 
Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs(81)61,557 230,826 
Repurchase of units to pay withholding taxes on vested incentive stock awards(4,217)(4,225)(1,617)
Debt issuance costs— (740)(4,846)
Distributions to noncontrolling interests in consolidated affiliates(1,699)(19,434)(108,956)
Make-whole fee on NWFCS debt prepayment— — (6,234)
CASH USED FOR FINANCING ACTIVITIES(328,874)(4,589)(16,311)
EFFECT OF EXCHANGE RATE CHANGES ON CASH(621)(1,970)(889)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash92,967 (253,732)281,657 
Balance, beginning of year115,407 369,139 87,482 
Balance, end of year$208,374 $115,407 $369,139 






See Notes to Consolidated Financial Statements.

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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended December 31,
(Thousands of dollars)
202320222021
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year:
Interest (a)$48,742 $35,717 $42,672 
Income taxes4,816 15,127 7,392 
Non-cash investing activity:
Capital assets purchased on account$7,490 $4,435 $5,272 
Non-cash financing activity:
Noncontrolling interests in consolidated affiliates redemption of shares (b)— 27,860 28,119 
(a)Interest paid is presented net of patronage payments received of $6.2 million, $6.0 million and $6.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. For additional information on patronage payments, see Note 7 — Debt.
(b)The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $27.9 million and $28.1 million for the years ended December 31, 2022 and 2021, respectively. See Note 5 — Noncontrolling Interests and Note 7 — Debt for further information.









































See Notes to Consolidated Financial Statements.

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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands unless otherwise stated)



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.NATURE OF BUSINESS OPERATIONS
Rayonier Inc., a North Carolina corporation, including its consolidated subsidiaries (“Rayonier” or “the Company”), is a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the U.S. and New Zealand. Shares of the Company have a $0.00 par value. Rayonier owns or leases approximately 2.6 million acres of timberland, located in the United States and New Zealand. Included in this property is approximately 0.2 million acres of timberlands located primarily along the coastal region from Savannah, Georgia to Daytona Beach, Florida, some of which has long-term potential for real estate development. The Company also engages in the trading of logs, primarily to support the Company’s New Zealand export operations.
Rayonier operates in five reportable business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading. See Note 4 — Segment and Geographical Information for further discussion of reportable business segments.
The Company is a REIT and is generally not required to pay federal income taxes on its U.S. timber harvest earnings and other U.S. REIT operations contingent upon meeting applicable distribution, income, asset, shareholder and other tests. The U.S. timber operations are primarily conducted by the Company’s wholly-owned REIT subsidiaries. Non-REIT qualifying and certain foreign operations, which are subject to corporate-level tax on earnings, are operated by taxable subsidiaries. These operations include the Real Estate segment’s entitlement activities, limited development activities and sale of higher and better use (“HBU”) properties. The Company’s consolidated joint venture, Matariki Forestry Group (“New Zealand JV”), is subject to entity-level tax in New Zealand.
SOUTHERN, PACIFIC NORTHWEST AND NEW ZEALAND TIMBER
The Company’s Timber segments own or lease approximately 2.6 million acres of timberlands located in the U.S. and New Zealand. The Timber segments conduct timber harvesting activities, manage timberlands and sell timber and logs to third parties. On March 3, 2016, the Company acquired an additional 12% interest in the New Zealand JV, which currently owns or leases approximately 410,000 gross acres (293,000 net plantable acres) of New Zealand timberlands. The acquisition of additional interest brought the Company’s ownership to 77%. The Company maintains a controlling financial interest in the New Zealand JV and, accordingly, consolidates the New Zealand JV’s balance sheet and results of operations. Rayonier’s wholly-owned subsidiary, Rayonier New Zealand Limited (“RNZ”) serves as the manager of the New Zealand JV forests. See Note 7 — Joint Venture Investment.
During 2017, the Company acquired approximately 109,000 acres of timberlands in Florida, Georgia, South Carolina, Washington and New Zealand for $242.9 million. During 2016, the Company acquired approximately 111,000 acres of timberlands in the U.S. for $366.5 million. See Note 3 — Timberland Acquisitions for additional information.
REAL ESTATE
The vast majority of the Company’s HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or, in the case of Improved Development properties, prior to improvement. All of the Company’s U.S. land sales, including HBU and non-HBU, are reported in the Real Estate segment. Rayonier employs a detailed land classification process for all of its timberland and HBU acres.
TRADING
The Company’s trading business is comprised of log trading conducted by the New Zealand JV in two core areas of business: managed export services on behalf of third parties and procured logs for export sale by the New Zealand JV. The Trading segment primarily complements the New Zealand Timber segment by adding scale and achieving cost savings that directly benefit the New Zealand Timber segment.



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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The Company’s    Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These statementsRayonier Inc.'s Consolidated Financial Statements include the accounts of Rayonier Inc.Operating Partnership, wholly-owned subsidiaries and its subsidiaries,entities in which itthe Company has a majority ownership or controlling interest. As of April 2013,Rayonier, L.P.'s Consolidated Financial Statements include wholly-owned subsidiaries and entities in which the Company heldOperating Partnership has a controlling interest (65%) in the New Zealand JV, and, as such, consolidates its results of operations and Balance Sheet. In March 2016, the Company made a capital contribution into the New Zealand JV, and as a result, the Company’s ownership interest increased to 77%. The Company recordsinterest. For additional information regarding our consolidated entities with a noncontrolling interest in its consolidated financial statements representing the minority ownership interest (23%) of the New Zealand JV’s results of operations and equity.component, see Note 5 — Noncontrolling Interests. All intercompany balances and transactions are eliminated.
RECLASSIFICATION OF OTHER OPERATING INCOME, NET
In an effort to report certain revenue and expenses in a manner more representativeAs of activities that constitute ongoing central operations,December 31, 2023, the Company has changed its classification of primarily lease and license income, other non-timber income, carbon credit sales and log agency fees, net of costs from “Otherowned a 98.4% interest in the Operating Income (Expense), Net” to “Sales” and “Cost of Sales.” This reclassification was applied retrospectively to all periods presented and had no effect onPartnership, with the presentation of operating income, net income, consolidated balance sheets, or consolidated statements of cash flows.
The impactremaining 1.6% interest owned by limited partners of the reclassification forOperating Partnership. As the three years ended December 31, 2017 are as follows:
 Year Ended December 31, 2017 
 Prior to Reclassification Change in Accounting Classification As Adjusted 
Sales
$792,659
 
$26,937
 
$819,596
 
Cost of sales565,889
 2,364
 568,253
 
Other operating (income) expense, net(28,966) 24,573
 (4,393) 
 Year Ended December 31, 2016 
 As Previously Classified Change in Accounting Classification As Adjusted 
Sales
$788,278
 
$27,637
 
$815,915
 
Cost of sales524,707
 1,732
 526,439
 
Other operating (income) expense, net(34,991) 25,905
 (9,086) 
 Year Ended December 31, 2015 
 As Previously Classified Change in Accounting Classification As Adjusted 
Sales
$544,874
 
$23,926
 
$568,800
 
Cost of sales441,099
 619
 441,718
 
Other operating (income) expense, net(19,759) 23,307
 3,548
 
sole general partner of the Operating Partnership, Rayonier Inc. has exclusive control of the day-to-day management of the Operating Partnership.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. There are risks inherent in estimating and therefore actual results could differ from those estimates.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

CASH AND CASH EQUIVALENTS
Cash and cash equivalents include time depositsconsist of cash on hand and other highly liquid investments with original maturities of three months or less. The consolidated cash balance includes time deposits of $26.7 million and $25.6 million at December 31, 2017 and December 31, 2016, respectively.
ACCOUNTS RECEIVABLE
Accounts receivable are primarily amounts due to the Companyus for the sale of timber and are presented net of an allowance for doubtful accounts.
INVENTORY
HBU    Higher and better use (“HBU”) real estate properties that are expected to be sold within one year are included in inventory at the lower of cost or net realizable value. HBU properties that are expected to be sold after one year are included in a separate balance sheet line entitled “Higher and Better Use Timberlands and Real Estate Development Investments.” See below for additional information.
Inventory also includes logs available to be sold by the Trading segment. Log inventory is recorded at the lower of cost or net realizable value and expensed to cost of sales when sold to third-party buyers. Inventory also includes carbon unit inventory. Carbon unit inventory represents the basis in New Zealand carbon units intended to be sold in the next 12 months. See Note 1815 — Inventoryfor additional information.
PREPAID LOGGING ROADS
Costs for roads built in    In the Pacific Northwest and New Zealand, costs for roads built to access particular tracts to be harvested in the upcoming 24 months to 60 months are recorded as prepaid logging roads. The Company chargesWe charge such costs to expense as timber is harvested using an amortization rate determined annually as the total cost of prepaid roads divided by the estimated tons of timber to be accessed by those roads. The prepaid balance is classified as short-term or long-term based on the upcoming harvest schedule. See Note 2023 — Other Assets for additional information.
ASSETS HELD FOR SALE

Assets that meet the held-for-sale criteria79
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in ASC 360-10-45-9 are recorded inthousands unless otherwise stated)
PATRONAGE DIVIDENDS
As a separate balance sheet line, entitled “Assets Held for Sale,” and measured at the lowerrequirement of the carrying amount or fairFarm Credit Act, borrowers in the Farm Credit System are required to purchase equity in Farm Credit lenders. The equity balance primarily represents shares of Class A common stock in CoBank valued at $100 par value. CoBank equity purchases continue annually until a balance equal to 8% of our 10-year historical average loan balance at CoBank is obtained. Initially, a minimal equity purchase was made in cash upon the receipt of loan proceeds. Subsequently, equity purchases are made annually through patronage dividends, of which approximately 90% is cash and 10% is equity. The stock has no cash value less costuntil retired. As our loans are paid in full, the stock is generally retired over a 10-year loan base period beginning in the year following loan payoff.
Estimated cash and equity dividends are recognized as an offset to sell.interest expense in the period earned. These estimates are calculated by applying the weighted average debt balance with each participating lender to a historical dividend rate. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change. See Note 217 — Debt and Note 23 — Other Assets Held for Sale for additional information.
DEFERRED FINANCING COSTS
Deferred financing costs related to revolving debt are capitalized and amortized to interest expense over the term of the revolving debt using a method that approximates the effective interest method. See Note 23 — Other Assets for additional information on deferred financing costs related to revolving debt. See Note 7 — Debt for additional information on deferred financing costs related to term debt.
CAPITALIZED SOFTWARE COSTS
Software costs are capitalized and amortized over a period not exceeding five years using the straight-line method. See Note 23 — Other Assets for additional information.
TIMBER AND TIMBERLANDS
Timber is stated at the lower of cost or net realizable value. Costs relating to acquiring, planting and growing timber including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies, are capitalized. AnnualA portion of timberland lease payments are capitalized or expensed based on the proportion of acres thatwith merchantable timber volume remaining to be harvested under the Company will be able to harvest prior to lease expiration. Leaseterm and the residual portion of the lease payments made within one year of expiration are expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities, while interest or anyand other intangible costs are not capitalized. An annual depletion rate is established for each particular region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. The Company chargesWe charge accumulated costs attributed to merchantable timber to depletion expense (cost of sales), at the time the timber is harvested or when the underlying timberland is sold.
Upon the acquisition of timberland, the Company makeswe make a determination on whether to combine the newly acquired merchantable timber with an existing depletion pool or to create a new, separate pool. This determination is based on the geographic location of the new timber, the customers/markets that will be served and the species mix. If the acquisition is similar to an existing depletion pool, the cost of the acquired timber is combined into an existing depletion pool and a new depletion rate is calculated for the pool. This determination and depletion rate adjustment normally occurs in the quarter following the acquisition.


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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
HBU timberland is recorded at the lower of cost or net realizable value. These properties are managed as timberlands until sold or developed, with sales and depletion expense related to the harvesting of timber accounted for within the respective timber segment. At the time of sale, the cost basis of any unharvested timber is recorded as depletion expense, a component of cost of sales, within the Real Estate segment.
Real estate development investments include capitalized costs for targeted infrastructure improvements, such as roadways and utilities.    HBU timberland and real estate development investments expected to be sold within twelve months are recorded as inventory. See Note 614 — Higher and Better Use Timberlands and Real Estate Development Investmentsfor additional information.

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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
REAL ESTATE DEVELOPMENT INVESTMENTS
Real estate development investments include capitalized costs associated with the development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale. We capitalize interest on real estate projects under development based on the amount of underlying expenditures during the capitalization period. The period begins when activities necessary to ready a property for its intended use commence, typically when we begin the site work for land already owned, and ends when the improvement is substantially complete and ready for its intended use. Determination of when construction of a project is substantially complete and ready for its intended use is subjective and requires business judgement. As such, we determine when the capitalization period begins and ends through communication with project managers and others responsible for the tracking and oversight of individual projects.
IMPAIRMENT OF HBU TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
We review our higher and better use timberlands and real estate development investments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Impairment indicators for each development project are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs, and projected losses on expected future sales. Development projects have extended life cycles that may last 20 to 40 years, or longer, and have few long-term contractual cash flows. Development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value.
An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as construction costs and sales values that could differ materially from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount less costs to sell, an impairment provision is recorded to write-down the carrying amount of the asset to its fair value.
PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION
Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction and installation costs. The Company depreciates itsWe generally depreciate our assets, including office and transportation equipment, using the straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively.
Gains and losses on the sale or retirement of assets are included in operating income. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the amount the carrying value exceeds the fair value of the assets, which is based on a discounted cash flow model. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.


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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
LEASES
    At inception, we determine if an arrangement is a lease and whether that lease meets the classification criteria of a finance or operating lease. Operating leases are included in right-of-use (“ROU”) assets, other current liabilities, and long-term lease liability in the Consolidated Balance Sheets. The income generated from our commercial and residential leases in Port Gamble are accounted for in accordance with Topic 842. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term.
    ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
RIGHT-OF-USE ASSETS IMPAIRMENT
Operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group to which the operating lease is assigned may not be recoverable. Recoverability of the asset group is evaluated based on forecasted undiscounted cash flows. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is compared to its carrying amount and an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value. A discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate are used to estimate the fair value of the asset group.
FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair value was established as follows:
Level 1— Quoted prices in active markets for identical assets or liabilities.
Level 2— Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active;active, or other inputs that are observable or can be corroborated by observable market data.
Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
ENVIRONMENTAL REMEDIATION LIABILITIES
We estimate future costs for known environmental remediation requirements and accrue for them on an undiscounted basis when it is probable that a liability has been incurred and the related costs can be reasonably estimated. We consider various factors when estimating our environmental liabilities, including construction contracts, proposed statements of work, project management, and other professional fees. We evaluate the adequacy of these liabilities on a quarterly basis. We make adjustments to the liabilities when additional information becomes available that affects the estimated costs to study or remediate any environmental matter. Legal investigation and defense costs incurred in connection with environmental contingencies are expensed as incurred. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable and does not exceed the amount of losses previously recorded. See Note 12 — Environmental and Natural Resource Damages Liabilities for more information.


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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
GOODWILL
Goodwill represents the excess of the acquisition cost of the New Zealand Timber segment over the fair value of the net assets acquired. Goodwill is not amortized, but is periodically reviewed for impairment. An impairment test for this reporting unit’s goodwill is performed annually and whenever events or circumstances indicate that the value of goodwill may be impaired. The Company comparesWe compare the fair value of the New Zealand Timber segment, using an independent valuation for the New Zealand forest assets, to its carrying value including goodwill. The independent valuation of the New Zealand forest assets is based on discounted cash flow models where the fair value is calculated using cash flows from sustainable forest management plans. The fair value of the forest assets is measured as the present value of cash flows from one growth cycle based on the productive forest land, taking into consideration environmental, operational, and market restrictions. These cash flow valuations involve a number of estimates that require broad assumptions and significant judgment regarding future performance. The annual impairment test was performed as of October 1, 2017;2023; the estimated fair value of the New Zealand Timber segment exceeded its carrying value and no impairment was recorded.


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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts Except for changes in thousands unless otherwise stated)

the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of goodwill since the initial recognition. See Note 23 — Other Assets for additional information.
FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT
The functional currency of the Company’sour New Zealand-based operations is the New Zealand dollar. All assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the respective balance sheet dates. Translation gains and losses are recorded as a separate component of Accumulated Other Comprehensive Income (“AOCI”), within Shareholders’ Equity.
U.S. denominated transactions of the New Zealand JVsubsidiary are translatedremeasured into New Zealand dollars at the exchange rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges. All income statement items of the New Zealand JVsubsidiary are translated into U.S. dollars for reporting purposes using monthly average exchange rates with translation gains and losses being recorded as a separate component of AOCI, within Shareholders’ Equity.
REDEEMABLE OPERATING PARTNERSHIP UNITS
Limited partners holding Redeemable Operating Partnership Units have the right to put any and all of the units to the Operating Partnership in exchange for Rayonier registered common shares, on a one-for-one basis, or cash, at Rayonier’s option. Consequently, these Redeemable Operating Partnership Units are classified outside of permanent partners’ capital in the Operating Partnership's accompanying balance sheets and the related noncontrolling interest is classified outside of permanent equity in the accompanying balance sheets of Rayonier. The recorded value of the Redeemable Operating Partnership Units is based on the higher of 1) initial carrying amount, increased or decreased for its share of net income or loss, other comprehensive income or loss, and dividend or 2) redemption value as measured by the closing price of Rayonier common stock on the balance sheet date multiplied by the total number of Redeemable Operating Partnership Units outstanding.
RELATED PARTY
We follow ASC 850, Related Party Disclosure, for the identification of related parties and disclosure of related party transactions. A party is considered to be related to us if the party, directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include principal owners, management and directors, as well as members of their immediate families or any other parties with which we may deal if one party to a transaction controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. See Note 25 — Related Party.

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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
REVENUE RECOGNITION
The Company generally recognizes    We recognize revenues when the following criteria are met: (i) persuasive evidencecontrol of an agreement exists, (ii) delivery has occurredpromised goods or services rendered, (iii)(“performance obligations”) is transferred to customers, in an amount that reflects the Company’s priceconsideration expected in exchange for those goods or services (“transaction price”). Unsatisfied performance obligations as of December 31, 2023 are primarily due to advances on stumpage contracts, unearned license revenue, unearned carbon capture and storage revenue and post-closing obligations on real estate sales. Of these performance obligations, $19.0 million is expected to be recognized within the buyernext twelve months, while the remaining $11.3 million is fixedexpected to be recognized as we satisfy our performance obligations. We generally collect payment within a year of satisfying performance obligations and determinable, and (iv) collectibility is reasonably assured.therefore have elected not to adjust revenues for a financing component.
TIMBER SALES
Revenue from the sale of timber is recognized when titlecontrol passes to the buyer. The Company utilizesWe utilize two primary methods or sales channels for the sale of timber – a stumpage or stumpage/standing timber model and a delivered log model. The sales method the Company employswe employ depends upon local market conditions and which method management believes will provide the best overall margins.
    Under the stumpage model, standing timber is sold primarily under pay-as-cut contracts, with a specified duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber is severed and the sales volume is determined. The CompanyWe also sellssell stumpage under lump-sum contracts for specified parcels where the Company receiveswe receive cash for the full agreed value of the timber prior to harvest and title and risk of loss passcontrol passes to the buyer upon signing the contract. The Company retainsWe retain interest in the land, slash products and the use of the land for recreational and other purposes. Any uncut timber remaining at the end of the contract period reverts to the Company.us. Revenue is recognized for lump-sum timber sales when payment is received, the contract is signed and title and risk of loss passcontrol passes to the buyer. A third type of stumpage sale the Company utilizeswe utilize is an agreed-volume sale, whereby revenue is recognized using the output method, as periodic physical observations are made of the percentage of acreage harvested.
Under the delivered log model, the Company hireswe hire third-party loggers and haulers to harvest timber and deliver it to a buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers on open credit terms. Sales of export logs generally require a letter of credit from an approved bank.

Revenue is recognized when the logs are delivered and title and risk of loss transfercontrol has passed to the buyer. For domestic log sales, title and risk arecontrol is considered passed to the buyer as the logs are delivered to the customer.customer’s facility. For export log sales, (primarily in New Zealand), title and risk arecontrol is considered passed to the buyer atupon delivery onto the time the ship leaves the port.export vessel.
The following table summarizes revenue recognition and general payment terms for timber sales:
Contract TypePerformance
Obligation		Timing of
Revenue Recognition		General
Payment Terms
Stumpage Pay-as-CutRight to harvest a unit (i.e. ton, MBF, JAS m3) of standing timberAs timber is severed
(point-in-time)
Initial payment between
5% and 20% of estimated contract value; collection generally within 10 days of severance
Stumpage Lump SumRight to harvest an agreed upon acreage of standing timberContract execution
(point-in-time)		Full payment due upon contract execution
Stumpage Agreed VolumeRight to harvest an agreed upon volume of standing timberAs timber is severed
 (over-time)		Payments made throughout contract term at the earlier of a specified harvest percentage or time elapsed
Delivered Wood (Domestic)Delivery of a unit (i.e. ton, MBF, JAS m3) of timber to customer’s facilityUpon delivery to customer’s facility
 (point-in-time)		No initial payment and on open credit terms; collection generally within 30 days of invoice
Delivered Wood (Export)Delivery of a unit (i.e. ton, MBF, JAS m3) onto export vesselUpon delivery onto export vessel
 (point-in-time)		Letter of credit from an approved bank; collection generally within 30 days of delivery


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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
NON-TIMBER SALES
Non-timber income issales are primarily comprised of hunting and recreational licenses. Such incomelicenses, carbon credits and other auxiliary income. Hunting and recreational license sales and any related costcosts are recognized ratably over the term of the agreement and included in “Sales” and “Cost of Sales”,sales,” respectively. Payment is generally due upon contract execution. The New Zealand Emissions Trading Scheme (“NZ ETS”) incentivizes the lowering of greenhouse gas emissions by providing carbon credits to certain organizations that lower carbon emissions. Our New Zealand segment regularly sells carbon credits and recognizes income as they are sold to other carbon emitting entities.
Carbon Capture and Storage Sales
Carbon capture and storage (“CCS”) sales are primarily comprised of revenue generated from granting land access and the right to inject, sequester and permanently store carbon dioxide in a subsurface area. CCS contracts contain variable consideration arrangements, which may include variable durations, rates, access acres and carbon volumes. The determination of the transaction price and the allocation of the transaction price to the performance obligations may require significant judgment and is based on management’s estimate of the most likely amount of consideration we expect to receive as of the reporting date.
Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimation of variable consideration requires us to make certain judgments and assumptions regarding the amount and timing of future payments, which may be impacted by factors such as changes in market conditions, competition or other factors beyond our control. As a result, actual amounts of variable consideration could differ from our estimates.
We regularly review our estimates of variable consideration and, if necessary, adjust the transaction price and related revenue recognition accordingly. Any such adjustments are recorded in the period in which the estimate is revised.
LOG TRADING
Domestic log trading revenue for sales within New Zealand is recorded when the goods are received by the customer and title passes. Export log    Log trading revenue is recordedgenerally recognized when the ship leaves the port, at which time title passesprocured logs are delivered to the customer.


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(Dollar amounts in thousands unless otherwise stated)

buyer and control has passed. For domestic log trading, control is considered passed to the buyer as the logs are delivered to the customer’s facility. For export log trading, control is considered passed to the buyer upon delivery onto the export vessel. The Trading segment also includes sales from log agency contracts, whereby we act as an agent managing export services on behalf of third parties. Revenue for log agency fees are recognized net of related costs.
REAL ESTATE
The Company generally recognizes    We recognize revenue on sales of real estate usinggenerally at the full accrual method at closingpoint in time when cash has been received, titlethe sale has closed and risk of loss havecontrol has passed to the buyerbuyer. A deposit of 2% to 5% is generally required at the time a purchase and theresale agreement is no continuing involvementexecuted, with the property. Revenue is recognized using the percentage-of-completion method onbalance due at closing. On sales of development real estate containing future performance obligations.obligations, revenue is recognized using the cost input method based on development costs incurred to date relative to the total development costs allocated to the contract with the customer. The aggregate amount of the transaction price allocated to unsatisfied obligations is recorded and presented in “Deferred revenue” in the Consolidated Balance Sheets.
COST OF SALES
Cost of sales associated with timber operations primarily include the cost basis of timber sold (depletion), logging and transportation costs (cut and haul) and ocean freight and demurrage costs (port and freight). Depletion includes the amortization of capitalized costs (site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs). Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, carbon basis and fire prevention.
    Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the property that was conveyed to the buyer, any real estate development costs and any closing costs including sales

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
commissions that may be borne by the Company. Costsus. We expense closing costs, including sales commissions, when incurred for all real estate sales with future performance obligations expected to obtain land use entitlements or for infrastructure such as utilities, roads or other improvements are charged to cost of sales for a project as a percentage of revenue earned to total anticipated revenue and costs for each project.be satisfied within one year.
When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold through completion. Costs are allocated to each sold unitacre or lot based upon the relative sales value.value of each acre or lot as compared to the estimated sales value of the total project. For purposes of allocating development costs, estimates of future revenuesare reevaluated at least annually and development costs are re-evaluated periodically throughoutmore frequently if warranted by market conditions, changes in the year,project’s scope or other factors, with any adjustments being allocated prospectively to the remaining units available for sale.
EMPLOYEE BENEFIT PLANS
The determination of expense and funding requirements for Rayonier’sour defined benefit pension plan, its unfunded excess pension plan and its postretirement life insurance plan are largely based on a number of actuarial assumptions. The key assumptions include discount rate, return on assets, salary increases, mortality rates and longevity of employees. See Note 1518 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the net periodic benefit cost for the year ended December 31, 2017.2023.
Periodic pension and other postretirement expense is included in “Cost of sales” andsales,” “Selling and general expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and Comprehensive Income. At December 31, 2017The service cost component of net periodic benefit cost is included in “Cost of sales” and 2016,“Selling and general expenses” while the Company’s pension plans wereother components of net periodic benefit cost (interest cost, expected return on plan assets and amortization of losses or gains) are presented outside of income from operations in a net liability position (underfunded) of $30.6 million“Interest and $30.6 million, respectively. The estimated amount to be paid in the next 12 months is recorded in “Accrued payroll and benefits” on the Consolidated Balance Sheets, with the remainder recorded as a long-term liability in “Pension and Other Postretirement Benefits.other miscellaneous income, net.” Changes in the funded status of the Company’sour plans are recorded through other comprehensive (loss) income (loss) in the year in which the changes occur. The Company measuresWe measureplan assets and benefit obligations as of the fiscal year-end. See
The defined benefit pension plan and the unfunded excess pension plan were terminated in 2023. For additional information, see Note 1518 — Employee Benefit Plansfor additional information..
INCOME TAXES
The Company uses    We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax benefits or consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using ratesthe enacted tax rate that is expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The Company recognizesWe recognize the effect of a change in income tax rates on deferred tax assets and liabilities in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date of the rate change. The Company recordsWe record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more-likely-than-not that such deferred tax assets will not be realized.
In determining the provision for income taxes, the Company computeswe compute an annual effective income tax rate based on annual income by legal entity, permanent differences between book and tax, and statutory income tax rates by jurisdiction. Inherent in the effective tax rate is an assessment of the ultimate outcome of current period uncertain tax positions. The Company adjusts itsWe adjust our annual effective tax rate as additional information on outcomes or events becomes available. Discrete items such as taxing authority examination findings or legislative changes are recognized in the period in which they occur.


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(Dollar amounts in thousands unless otherwise stated)

The Company’s    Our income tax returns are subject to audit by U.S. federal, state and foreign taxing authorities. In evaluating the tax benefits associated with various tax filing positions, the Company recordswe record a tax benefit for an uncertain tax position if it is more-likely-than-not to be realized upon ultimate settlement of the issue. The Company recordssettlement. We record a liability for an uncertain tax position that does not meet this criterion. The Company adjusts itsInterest and penalties for an uncertain tax position are recognized in income tax expense. We adjust our liabilities for uncertain tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information becomesbecome available. Liabilities for unrecognized tax benefits are included in “Other Non-Current Liabilities” in the Company’s Consolidated Balance Sheets. See Note 920 — Income Taxes for additional information.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, stating entities should recognize income tax consequences of intra-entity transfers of assets other than inventory in the period in which they occur. As such, the Company is required to apply the changes on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. ASU No. 2016-16 is effective for annual periods beginning after December 15, 2017 with early adoption permitted at the beginning of an annual period for which financial statements have not been issued. Rayonier early adopted ASU No. 2016-16 during the first quarter ended March 31, 2017. See Note 9 — Income Taxes for additional information.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This update simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU No. 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Rayonier adopted ASU No. 2016-09 during the first quarter ended March 31, 2017. Upon adoption, additional excess tax benefits and tax deficiencies are recorded to “Income tax expense” in the Consolidated Statements of Income and Comprehensive Income, forfeitures are accounted for when they occur and cash paid by Rayonier when directly withholding shares for tax withholding purposes are classified as a financing activity within the Consolidated Statements of Cash Flows. The adoption of this standard did not have a material impact on the consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which revised the definition of a business. This update will likely result in more of Rayonier’s future timberland acquisitions being accounted for as asset acquisitions as opposed to acquisitions of a businesses. ASU No. 2017-01 is effective for annual periods beginning after December 15, 2017 with early adoption permitted, including adoption in an interim period. Rayonier early adopted ASU No. 2017-01 during the fourth quarter ended December 31, 2017 and will apply the standard prospectively, as required.
Rayonier adopted ASU Nos. 2015-11, 2016-01 (early adopted), 2016-05, 2017-04 (early adopted) and 2017-09 (early adopted) in the fourth quarter ended December 31, 2017 with no material impact on the consolidated financial statements.
NEW ACCOUNTING PRONOUNCEMENTS
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU No. 2017-12 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted and the amended presentation and disclosure guidance is required to be applied on a prospective basis. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

ACCOUNTING PRONOUNCEMENTS
In March 2017,November 2023, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits2023-07, Segment Reporting (Topic 715)280): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that an employer reportare regularly provided to the service cost componentchief operating decision maker (“CODM”) and a description of net periodic benefit cost inother segment items (the difference between segment revenue less the Consolidated Statementssegment expenses disclosed under the significant expense principle and each reported measure of Income in the same line itemsegment profit or loss) by reportable segment, as other compensation costs arising from services rendered by the pertinent employees during the period. Additionally, the other components of net periodic benefit cost (interest cost, expected return on plan assets and amortization of losses or gains) are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. If a separate line item is used to present the other components of net benefit cost, that line item must be appropriately described. If a separate line item is not used, the line item used in the income statement to present the other components of net benefit cost must be disclosed. ASU No. 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. ASU No. 2017-07 is required to be applied retrospectively to all periods presented beginning in the period of adoption. Rayonier intends to adopt ASU No. 2017-07 in the Company’s first quarter 2018 Form 10-Q. Interest cost, expected return on plan assets and amortization of losses or gains are currently recorded in “Selling and general expenses” and “Cost of sales” in the Consolidated Statements of Income and “Timber and timberlands, net of depletion and amortization” in the Consolidated Balance Sheets. Upon adoption, these components of net period benefit cost will be recorded in “Interest income and miscellaneous income (expense), net.” As the Company froze benefits for all employees participating in the pension plan effective December 31, 2016, the service cost component of net period benefit is no longer recognized by Rayonier. Based on current actuarial estimates and management assumptions, Rayonier anticipates that the adoption of this standard will not have a significant impact on the Company’s consolidated financial statements. See Note 15 — Employee Benefit Plans for the components of net periodic benefit cost.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally describedwell as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Consolidated Statements of Cash Flows. ASU No. 2016-18 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. ASU No. 2016-18 is required to be applied retrospectively to all periods presented beginning in the period of adoption. Rayonier intends to adopt ASU No. 2016-18 in the Company’s first quarter 2018 Form 10-Q. The Company currently records changes in restricted cash within the investing sectiondisclosure of the Consolidated Statementstitle and position of Cash Flows. Upon adoption, restricted cash will be included with cashthe entity’s CODM and cash equivalents when reconcilingan explanation of how the beginning-of-periodCODM uses the reported measures of segment profit or loss in assessing segment performance and end-of-period total amounts shown on the Consolidated Statements of Cash Flows and therefore changes in restricted cash will not be reported as cash flow activities. Rayonier will continuedeciding how to disclose the nature of restrictions on the Company’s cash, cash equivalents, and restricted cash. See Note 19 — Restricted Cash for additional information.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the Consolidated Statements of Cash Flows under Topic 230, Statement of Cash Flows, and other Topics. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU No. 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. ASU No. 2016-15 is required to be applied retrospectively to all periods presented beginning in the period of adoption. Early adoption is permitted.allocate resources. The Company anticipates the adoption of this standard will not have a significant impact on the Company’s consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which currently requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. ASU No. 2016-02 also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. ASU No. 2016-02pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2018, including2023, and for interim periods within that reporting period. ASU No. 2016-02 is required to be applied on a modified retrospective basisin fiscal years beginning at the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.


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(Dollar amounts in thousands unless otherwise stated)

In May 2014, the FASB and International Accounting Standards Board (“IASB”) jointly issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), a comprehensive new revenue recognition standard that will supersede current revenue recognition guidance. The guidance provides a unified model to determine when and how revenue is recognized and will require enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date. ASU No. 2015-14 provides a one-year deferral of the effective date of the new standard, with an option for organizations to adopt early based on the original effective date. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing. The update clarifies the guidance for identifying performance obligations. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The update clarifies the guidance for assessing collectibility, presenting sales taxes and other similar taxes collected from customers, non-cash consideration, contract modifications at transition, completed contracts at transition and disclosing the accounting change in the period of adoption. In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The update clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. This standard will be effective for Rayonier beginning January 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company expects to adopt using the cumulative-effect method.
As ofafter December 31, 2017, and subject to the Company’s ongoing evaluation of new transactions and contracts, Rayonier has substantially completed its evaluation of the expected impact of adopting Topic 606 and anticipates that15, 2024. We do not expect the adoption of this standard will not have a significantpronouncement to impact on the Company’sour consolidated financial statements aside from adding expandedbeyond the expansion of our reportable segment disclosures. Rayonier is also currently identifying and implementing appropriate changes to its business processes, systems and controls to support revenue recognition and disclosures under Topic 606. A material change in controls over financial reporting is not anticipated.

SUBSEQUENT EVENTS
The Company hasWe have evaluated events occurring from December 31, 20172023 to the date of issuance of these Consolidated Financial Statements for potential recognition orand disclosure in the consolidated financial statements. No events were identified that warranted recognition or disclosure.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

3.TIMBERLAND ACQUISITIONS
In 2017, the Company acquired approximately 95,100 acres of timberlands (including approximately 11,000 acres of leased lands) in Florida, Georgia and South Carolina for $214.3 million using proceeds from the offering and sale of 5.75 million shares under the universal shelf registration along with like-kind exchange proceeds. In five additional transactions throughout 2017, Rayonier purchased approximately 7,000 acres of timberland located in Georgia and Washington for approximately $7.2 million, which were funded with like-kind exchange proceeds. All acquisitions were accounted for as asset purchases.2.    SEGMENT AND GEOGRAPHICAL INFORMATION
Additionally, in two transactions during 2017, the Company acquired forestry rights covering approximately 8,000 acresAs of timberland with mature timber in New Zealand for approximately $21.4 million. These acquisitions were funded through the short-term working capital facility, which was fully repaid during the year.
In 2016, the Company completed a business combination that resulted in the acquisition of 61,000 acres of timberland in Oregon and Washington for a final purchase price of approximately $263 million. The acquisition was funded with proceeds received from a Large Disposition completed in May 2016 and by entering into a $300 million incremental term loan. In five additional transactions throughout 2016, Rayonier purchased approximately 50,000 acres of timberland located in Florida, Georgia and Texas for approximately $103.9 million. These acquisitions were funded with cash on hand, like-kind exchange proceeds, and borrowings under the revolving credit facility, and were accounted for as asset purchases.
The following table summarizes the timberland acquisitions at December 31, 2017 and 2016:
 2017 2016
 Cost Acres Cost Acres
Florida
$32,334
 15,382
 
$14,323
 6,937
Georgia147,833
 68,473
 12,485
 5,427
Oregon—
 —
 239,896
 55,603
South Carolina39,884
 17,651
 —
 —
Texas—
 —
 77,139
 37,513
Washington1,483
 481
 22,638
 5,247
New Zealand21,376
 7,546
 —
 —
Total Acquisitions
$242,910
 109,533
 
$366,481
 110,727


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(Dollar amounts in thousands unless otherwise stated)

4.SEGMENT AND GEOGRAPHICAL INFORMATION
2023, Rayonier operatesoperated in five reportable segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading.
The Company’s timber businessespreviously reported Timber Funds segment was liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022. As a result, disclosure of Timber Funds segment results are disaggregated into Southern Timber, Pacific Northwest Timber and New Zealand Timber segments. Sales in the Timber segments include all activities related to the harvesting of timber in addition to lease and license activities, other non-timber activities and carbon credit sales.
Real Estate sales include all U.S. property sales, including those lands designated as higher and better use (HBU). The Company’s Real Estate sales categories include Improved Development, Unimproved Development, Rural, Non-Strategic / Timberlands and Large Dispositions. Large Dispositions include sales of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value. Improved development includes sales of development propertypresented for which Rayonier, through one of its taxable REIT subsidiaries, has invested in infrastructure to enhance the value and marketability of the property. The unimproved development sales category comprises properties sold2023 or 2022, while 2021 results are presented for commercial, industrial or residential development purposes and for which Rayonier has not invested in site improvements such as infrastructure.
The Trading segment comprises log trading in New Zealand, conducted by the Company’s New Zealand JV in two core areas of business, managed export services on behalf of third parties and procured logs for export sale by the New Zealand JV. Sales in the Trading segment also include log agency fees. The Trading segment primarily complements the New Zealand Timber segment by adding scale and achieving cost savings that directly benefit the New Zealand Timber segment.historical purposes.
Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. The Company evaluatesWe evaluate financial performance based on segment operating income (loss) and Adjusted EBITDA.Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”). Asset information is not reported by segment, as the company doeswe do not produce asset information by segment internally.
Operating income as presented in the Consolidated Statements of Income and Comprehensive Income is equal to segment income. Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include interest income (expense), miscellaneous income (expense) and income tax (expense) benefit,expense, are not considered by management to be part of segment operations and are included under “Corporate“unallocated interest expense and other.”
SegmentThe following tables summarize the segment information for each of the three years ended December 31, 2017 follows:
 Sales
 2017 2016 2015
Southern Timber
$144,510
 
$151,192
 
$157,845
Pacific Northwest Timber91,877
 77,802
 80,214
New Zealand Timber247,609
 177,889
 162,803
Real Estate (a)183,016
 299,350
 86,493
Trading152,584
 109,682
 81,445
Total
$819,596
 
$815,915
 
$568,800
31:
 Sales by Product Line
 202320222021
Southern Timber$264,128 $264,201 $204,441 
Pacific Northwest Timber124,145 162,237 143,021 
New Zealand Timber235,481 274,076 281,158 
Timber Funds (a)— — 199,402 
Real Estate
Improved Development30,707 35,413 51,713 
Unimproved Development114 — 37,500 
Rural99,665 59,485 43,088 
Timberland & Non-Strategic3,347 11,400 44 
Conservation Easements— — 3,855 
Deferred Revenue/Other13,930 1,239 (2,380)
Large Dispositions242,200 30,471 56,048 
Total Real Estate389,963 138,008 189,868 
Trading43,684 70,952 95,364 
Intersegment eliminations (b)(468)(402)(3,657)
Total Sales$1,056,933 $909,072 $1,109,597 
(a)The year ended December 31, 2021 includes $159.1 million of sales attributable to noncontrolling interests in Timber Funds. Included in sales attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $125.4 million from Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds. The year ended December 31, 2021 also includes $31.4 million from Fund II Timberland Dispositions attributable to Rayonier.
(a) (b)The years 2017ended December 31, 2023, 2022 and 20162021 include Large Dispositionslog marketing fees paid to our Trading segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales. The year ended December 31, 2021 includes the elimination of $95.4 milliontimberland investment management fees paid to us by the timber funds which were initially recognized as sales and $207.3 million, respectively.

cost of sales within the Timber Funds segment.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

Operating Income/(Loss) Operating Income (Loss)
2017 2016 2015 202320222021
Southern Timber
$42,254
 
$43,098
 
$46,669
Pacific Northwest Timber1,127
 (3,992) 6,917
New Zealand Timber72,385
 33,072
 2,775
Real Estate (a)116,038
 202,379
 44,263
Pacific Northwest Timber (a)
New Zealand Timber (b)
Timber Funds (c)
Real Estate (d)
Trading4,578
 2,002
 1,247
Corporate and other(20,891) (20,782) (24,087)
Total Operating Income215,491
 255,777
 77,784
Unallocated interest expense and other(32,231) (32,943) (34,702)
Unallocated interest expense and other (e)
Total Income before Income Taxes
$183,260
 
$222,834
 
$43,082
(a)The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.”
(a) (b)The year ended December 31, 2023 includes $2.3 million of timber write-offs resulting from casualty events. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.”
(c)The year ended December 31, 2021 includes $45.6 million of operating income attributable to noncontrolling interests in Timber Funds. Included in operating income attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $41.2 million of income from Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $10.3 million of income on Fund II Timberland Dispositions attributable to Rayonier and a $7.5 million gain on investment in Timber Funds.
(d)The years 2017ended December 31, 2023, 2022 and 20162021 include Large Dispositions of $67.0$105.1 million, $16.6 million and $143.9$44.8 million, respectively.respectively, from Large Dispositions. The year ended December 31, 2022 includes an $11.5 million gain associated with the multi-family apartment complex sale attributable to noncontrolling interests (“NCI”). The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests is recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Other operating (expense) income, net.”
(e)The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.


 Gross Capital Expenditures
 2017 2016 2015
Capital Expenditures (a)     
Southern Timber
$34,476
 
$33,487
 
$33,245
Pacific Northwest Timber10,254
 8,036
 8,515
New Zealand Timber17,046
 16,095
 15,143
Real Estate1,348
 315
 313
Trading—
 —
 —
Corporate and other2,221
 790
 77
Total capital expenditures
$65,345
 
$58,723
 
$57,293
      
Timberland Acquisitions     
Southern Timber
$220,051
 
$103,947
 
$54,408
Pacific Northwest Timber1,483
 262,534
 34,052
New Zealand Timber21,376
 —
 9,949
Real Estate—
 —
 —
Trading—
 —
 —
Corporate and other—
 —
 —
Total timberland acquisitions
$242,910
 
$366,481
 
$98,409
      
Total Gross Capital Expenditures
$308,255
 
$425,204
 
$155,702

89
(a)Excludes timberland acquisitions presented separately in addition to spending on the Rayonier office building of $6.1 million, $6.3 million and $0.9 million and real estate development investments of $15.8 million, $8.7 million and $2.7 million in the years 2017, 2016 and 2015, respectively.


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(Dollar amounts in thousands unless otherwise stated)


 
Depreciation,
Depletion and Amortization
 2017 2016 2015
Southern Timber
$49,357
 
$49,747
 
$54,299
Pacific Northwest Timber32,008
 25,246
 14,842
New Zealand Timber36,363
 23,447
 29,741
Real Estate (a)27,479
 52,304
 14,533
Trading—
 —
 —
Corporate and other794
 402
 293
Total
$146,001
 
$151,146
 
$113,708
 Gross Capital Expenditures
 202320222021
Capital Expenditures (a)
Southern Timber$46,506 $39,301 $35,790 
Pacific Northwest Timber17,371 16,770 16,585 
New Zealand Timber16,663 18,455 20,128 
Timber Funds (b)— — 3,271 
Real Estate302 285 191 
Corporate and other605 — — 
Total capital expenditures$81,447 $74,811 $75,965 
Timberland Acquisitions
Southern Timber$10,471 $457,770 $168,188 
Pacific Northwest Timber3,591 26 — 
New Zealand Timber— 734 10,927 
Total timberland acquisitions$14,062 $458,530 $179,115 
Total Gross Capital Expenditures$95,509 $533,341 $255,080 
(a)The years 2017 and 2016 include Large Dispositions of $18.4 million and $36.1 million, respectively.
(a)Excludes timberland acquisitions presented separately, in addition to real estate development investments of $23.1 million, $13.7 million and $12.5 million in the years ended December 31, 2023, 2022 and 2021, respectively.
 Non-Cash Cost of Land and Improved Development
 2017 2016 2015
Southern Timber—
 —
 —
Pacific Northwest Timber—
 —
 —
New Zealand Timber128
 1,824
 467
Real Estate (a)23,370
 32,038
 12,042
Trading—
 —
 —
Corporate and other—
 —
 —
Total
$23,498
 
$33,862
 
$12,509
(b)The year ended December 31, 2021 includes $2.8 million of capital expenditures attributable to noncontrolling interests in Timber Funds.

 Depreciation,
Depletion and Amortization
 202320222021
Southern Timber$79,974 $60,298 $54,116 
Pacific Northwest Timber36,924 48,024 50,487 
New Zealand Timber21,666 23,876 27,005 
Timber Funds (a)— — 97,943 
Real Estate (b)109,085 22,216 17,746 
Corporate and other1,712 1,255 1,208 
Total$249,361 $155,669 $248,505 
(a)The year ended December 31, 2021 includes $78.9 million of depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds. Included in depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $66.4 million related to Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $16.6 million related to Fund II Timberland Dispositions attributable to Rayonier.
(b)The years 2017ended December 31, 2023, 2022 and 20162021 include Large Dispositions of$91.1 million, $8.3 million and $9.8 million, and $22.2 million, respectively.respectively, from Large Dispositions.

 Sales by Product Line
 2017 2016 2015
Southern Timber
$144,510
 
$151,192
 
$157,845
Pacific Northwest Timber91,877
 77,802
 80,214
New Zealand Timber247,609
 177,889
 162,803
Real Estate     
Improved Development6,348
 1,740
 2,610
Unimproved Development16,405
 5,540
 6,399
Rural18,632
 18,672
 22,653
Non-Strategic / Timberlands46,280
 66,133
 54,831
Large Dispositions95,351
 207,265
 —
Total Real Estate183,016
 299,350
 86,493
Trading152,584
 109,682
 81,445
Total Sales
$819,596
 
$815,915
 
$568,800

 Geographical Operating Information
 Sales Operating Income Identifiable Assets
 2017 2016 2015 2017 2016 2015 2017 2016
United States
$419,403
 
$528,344
 
$324,552
 
$138,528
 
$220,703
 
$73,749
 
$2,331,230
 
$2,181,658
New Zealand400,193
 287,571
 244,248
 76,963
 35,074
 4,035
 527,251
 504,102
Total
$819,596
 
$815,915
 
$568,800
 
$215,491
 
$255,777
 
$77,784
 
$2,858,481
 
$2,685,760
90


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)


 Non-Cash Cost of Land and Improved Development
 202320222021
Timber Funds (a)— — $20,239 
Real Estate (b)73,458 32,934 25,070 
Total$73,458 $32,934 $45,309 
5.DEBT
Rayonier’s(a)The year ended December 31, 2021 includes $20.2 million of non-cash cost of land and improved development from Fund II Timberland Dispositions, of which $16.2 million was attributable to noncontrolling interests in Timber Funds and $4.0 million was attributable to Rayonier.
(b)The years ended December 31, 2023, 2022 and 2021 include $43.7 million, $4.6 million and $0.1 million, respectively, from Large Dispositions.
 Geographical Operating Information
 SalesOperating IncomeIdentifiable Assets
 20232022202120232022202120232022
United States$787,906 $576,780 $732,995 $185,156 $135,900 $217,964 $3,098,555 $3,244,128 
New Zealand269,027 332,292 376,602 26,128 29,922 51,811 549,030 545,243 
Total$1,056,933 $909,072 $1,109,597 $211,284 $165,822 $269,775 $3,647,585 $3,789,371 


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
3.    REVENUE
Contract Balances
    The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred revenue (contract liabilities) on the Consolidated Balance Sheets. Trade receivables are recorded when we have an unconditional right to consideration for completed performance under the contract. Contract liabilities relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue as (or when) we perform under the contract.
The following table contains contract balances recorded in the Consolidated Balance Sheets at December 31, 2023 and 2022:
Year20232022Balance Sheet Location
Contract assets
Trade receivables, net (a)$28,652 $27,837 Trade receivables
Contract liabilities
Deferred revenue, current (b)19,012 22,762 Deferred revenue
Deferred revenue, non-current (c)11,294 6,895 Long-term deferred revenue
(a)The increase in trade receivables was primarily driven by timing of sales in our timber segments.
(b)The decrease in deferred revenue, current is primarily driven by the satisfaction of post-closing obligations on real estate sales and the timing of advance payments on stumpage contracts, partially offset by increased hunting license renewals and the current portion of a carbon capture and storage contract entered into in the first quarter of 2023.
(c)The increase in deferred revenue, non-current is primarily driven by a carbon capture and storage contract entered into in the first quarter of 2023.
    The following table summarizes revenue recognized during the years ended December 31, 2023 and 2022 that was included in the contract liability balance at the beginning of each year:
 Year Ended December 31,
20232022
Revenue recognized from contract liability balance at the beginning of the year (a)$21,187 $16,148 
(a)    Revenue recognized was primarily from hunting licenses, the use of advances on pay-as-cut timber sales and the satisfaction of
post-closing obligations on real estate sales.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
    The following tables present our revenue from contracts with customers disaggregated by product type for the years ended December 31, 2023, 2022 and 2021:
Year EndedSouthern TimberPacific Northwest TimberNew Zealand TimberTimber FundsReal EstateTradingElim.Total
December 31, 2023
Pulpwood$99,035 $8,410 $28,760 — — $3,961 — $140,166 
Sawtimber123,312 109,446 182,355 — — 37,894 — 453,007 
Hardwood4,279 — — — — — — 4,279 
Total Timber Sales226,626 117,856 211,115 — — 41,855 — 597,452 
License Revenue, Primarily From Hunting23,335 1,344 279 — — — — 24,958 
Other Non-Timber/Carbon Revenue14,167 4,945 24,087 — — — — 43,199 
Agency Fee Income— — — — — 1,361 — 1,361 
Total Non-Timber Sales37,502 6,289 24,366 — — 1,361 — 69,518 
Improved Development— — — — 30,707 — — 30,707 
Unimproved Development— — — — 114 — — 114 
Rural— — — — 99,665 — — 99,665 
Timberland & Non-Strategic— — — — 3,347 — — 3,347 
Deferred Revenue/Other (a)— — — — 12,516 — — 12,516 
Large Dispositions— — — — 242,200 — — 242,200 
Total Real Estate Sales— — — — 388,549 — — 388,549 
Revenue from Contracts with Customers264,128 124,145 235,481 — 388,549 43,216 — 1,055,519 
Lease Revenue— — — — 1,414 — — 1,414 
Intersegment— — — — — 468 (468)— 
Total Revenue$264,128 $124,145 $235,481 — $389,963 $43,684 ($468)$1,056,933 
December 31, 2022
Pulpwood$126,884 $15,094 $34,027 — — $7,178 — $183,183 
Sawtimber92,512 141,541 219,082 — — 62,116 — 515,251 
Hardwood17,216 — — — — — — 17,216 
Total Timber Sales236,612 156,635 253,109 — — 69,294 — 715,650 
License Revenue, Primarily from Hunting21,287 1,076 341 — — — — 22,704 
Other Non-Timber/Carbon Revenue6,302 4,526 20,626 — — — — 31,454 
Agency Fee Income— — — — — 1,256 — 1,256 
Total Non-Timber Sales27,589 5,602 20,967 — — 1,256 — 55,414 
Improved Development— — — — 35,413 — — 35,413 
Rural— — — — 59,485 — — 59,485 
Timberland & Non-Strategic— — — — 11,400 — — 11,400 
Deferred Revenue/Other (a)— — — — (38)— — (38)
Large Dispositions— — — — 30,471 — — 30,471 
Total Real Estate Sales— — — — 136,731 — — 136,731 
Revenue from Contracts with Customers264,201 162,237 274,076 — 136,731 70,550 — 907,795 
Lease Revenue— — — — 1,277 — — 1,277 
Intersegment— — — — — 402 (402)— 
Total Revenue$264,201 $162,237 $274,076 — $138,008 $70,952 ($402)$909,072 
December 31, 2021
Pulpwood$95,995 $9,336 $42,836 $792 — $11,369 — $160,328 
Sawtimber79,154 127,768 237,262 38,042 — 82,276 — 564,502 
Hardwood4,671 — — — — — — 4,671 
Total Timber Sales179,820 137,104 280,098 38,834 — 93,645 — 729,501 
License Revenue, Primarily from Hunting18,116 990 385 40 — — — 19,531 
Other Non-Timber/Carbon Revenue6,505 4,927 675 439 — — — 12,546 
Agency Fee Income— — — — — 1,399 — 1,399 
Fund II Timberland Dispositions— — — 156,752 — — — 156,752 
Total Non-Timber Sales24,621 5,917 1,060 157,231 — 1,399 — 190,228 
Improved Development— — — — 51,713 — — 51,713 
Unimproved Development— — — — 37,500 — — 37,500 
Rural— — — — 43,088 — — 43,088 
Timberland & Non-Strategic— — — — 44 — — 44 
Conservation Easements— — — — 3,855 — — 3,855 
Deferred Revenue/Other (a)— — — — (3,532)— — (3,532)
Large Dispositions— — — — 56,048 — — 56,048 
Total Real Estate Sales— — — — 188,716 — — 188,716 
Revenue from Contracts with Customers204,441 143,021 281,158 196,065 188,716 95,044 — 1,108,445 
Lease Revenue— — — — 1,152 — — 1,152 
Intersegment— — — 3,337 — 320 (3,657)— 
Total Revenue$204,441 $143,021 $281,158 $199,402 $189,868 $95,364 ($3,657)$1,109,597 
(a)    Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our timber sales disaggregated by contract type for the years ended December 31, 2023, 2022 and 2021:
Year EndedSouthern TimberPacific Northwest TimberNew Zealand TimberTimber FundsTradingTotal
December 31, 2023
Stumpage Pay-as-Cut$109,583 — — — — $109,583 
Stumpage Lump Sum387 2,654 — — — 3,041 
Total Stumpage109,970 2,654 — — — 112,624 
Delivered Wood (Domestic)108,354 102,533 52,535 — 523 263,945 
Delivered Wood (Export)8,302 12,669 158,580 — 41,332 220,883 
Total Delivered116,656 115,202 211,115 — 41,855 484,828 
Total Timber Sales$226,626 $117,856 $211,115 — $41,855 $597,452 
December 31, 2022
Stumpage Pay-as-Cut$98,967 — — — — $98,967 
Stumpage Lump Sum1,022 7,770 — — — 8,792 
Total Stumpage99,989 7,770 — — — 107,759 
Delivered Wood (Domestic)125,136 137,421 62,068 — 2,310 326,935 
Delivered Wood (Export)11,487 11,444 191,041 — 66,984 280,956 
Total Delivered136,623 148,865 253,109 — 69,294 607,891 
Total Timber Sales$236,612 $156,635 $253,109 — $69,294 $715,650 
December 31, 2021
Stumpage Pay-as-Cut$68,471 — — $768 — $69,239 
Stumpage Lump Sum6,890 10,769 — — — 17,659 
Total Stumpage75,361 10,769 — 768 — 86,898 
Delivered Wood (Domestic)81,803 126,335 73,543 38,066 3,731 323,478 
Delivered Wood (Export)22,656 — 206,555 — 89,914 319,125 
Total Delivered104,459 126,335 280,098 38,066 93,645 642,603 
Total Timber Sales$179,820 $137,104 $280,098 $38,834 $93,645 $729,501 


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
4.    TIMBERLAND ACQUISITIONS
During 2023, we acquired approximately 4,000 acres of U.S. timberland located in Florida, Georgia, Texas and Washington through six transactions for an aggregate value of $13.2 million, which were funded with cash on hand and like-kind exchange proceeds. We also incurred approximately $0.9 million of additional costs associated with acquisitions completed in the prior year. Additionally, during 2023, we acquired approximately 1,000 acres of leased timberland in New Zealand.
In December 2022, we completed the acquisitions of approximately 138,000 acres of high-quality commercial timberlands located in Texas, Georgia, Alabama, and Louisiana from Manulife Investment Management for approximately $454.5 million in the aggregate. We funded the acquisitions with incremental borrowings, cash on hand, and like-kind exchange proceeds. Additionally, in five transactions during 2022, we acquired approximately 2,000 acres of U.S. timberland located in Alabama, Florida, Georgia and Washington for an aggregate value of $3.3 million, which were primarily funded from operating cash flow.
During 2022, we also acquired approximately 1,000 acres of timberland (including approximately 400 acres of leased land) in New Zealand for approximately $0.7 million. These acquisitions were funded from operating cash flow.
The following table summarizes the timberland acquisitions for the years ended December 31, 2023 and 2022:
20232022
CostAcresCostAcres
Alabama (a)231 — $124,020 35,995 
Florida4,809 2,194 1,053 741 
Georgia (a)333 16 130,124 28,514 
Louisiana (a)74 — 24,373 9,110 
Texas (a)5,024 1,317 178,200 65,226 
Washington3,591 353 26 20 
New Zealand— 1,156 734 1,409 
Total Acquisitions$14,062 5,036 $458,530 141,015 
(a)Includes costs incurred in 2023 associated with acquisitions completed in the fourth quarter of 2022.
5.    NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES
Matariki Forestry Group
    We maintain a 77% controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns or leases approximately 421,000 legal acres of New Zealand timberland. Accordingly, we consolidate the New Zealand subsidiary’s balance sheet and results of operations. The portions of the consolidated financial position and results of operations attributable to the New Zealand subsidiary’s 23% noncontrolling interest are reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income under the caption “Net income attributable to noncontrolling interests in consolidated affiliates.” Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.
The following table sets forth the income attributable to the New Zealand subsidiary’s noncontrolling interests:
202320222021
Net income attributable to noncontrolling interests in the New Zealand subsidiary$2,145 $2,966 $7,696 


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Ferncliff Investors
We maintain an ownership interest in Ferncliff Investors, a real estate joint venture entity. In 2017, Ferncliff Management and Ferncliff Investors were formed for the purpose of raising capital from third parties to invest in an unconsolidated real estate joint venture entity, Bainbridge Landing LLC, for the development of a multi-family community containing apartments and townhouses on a five-acre parcel in Bainbridge Island, Washington. Ferncliff Management is the manager and 33.33% owner of Ferncliff Investors, with the remaining ownership interest in Ferncliff Investors held by third-party investors. Ferncliff Investors holds a 50% interest in Bainbridge Landing LLC, the joint venture entity that owns and is developing the property.
In 2022, Bainbridge Landing, LLC completed the planned sale of its multi-family apartment complex in Bainbridge Island, Washington for a purchase price of $65.5 million. The equity income related to the apartment complex sale was $16.0 million, of which $4.5 million was attributable to Rayonier. We recognized the gain on the sale in our Consolidated Statements of Income and Comprehensive Income under the caption “Other operating (expense) income, net.”
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:
20232022
Beginning noncontrolling interests in the operating partnership$105,763 $133,823 
Adjustment of noncontrolling interests in the operating partnership2,421 (23,155)
Conversions of redeemable operating partnership units to common shares(24,917)(3,925)
Net income attributable to noncontrolling interests in the operating partnership2,905 2,393 
Other comprehensive (loss) income attributable to noncontrolling interests in the operating partnership(1,069)295 
Distributions to noncontrolling interests in the operating partnership (a)(3,452)(3,668)
Total noncontrolling interests in the operating partnership$81,651 $105,763 
(a)The year ended December 31, 2023 includes an additional distribution of $0.20 per operating partnership unit. The cash distribution amount of $0.5 million was payable on January 12, 2024, to holders of record on December 29, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
6.    EARNINGS PER SHARE AND PER UNIT
    Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc. by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units and noncontrolling interests in operating partnership units.
    The following table provides details of the calculations of basic and diluted earnings per common share of the Company for the three years ended December 31:
 202320222021
Earnings per common share - basic
Numerator:
Net Income$178,495 $122,791 $210,487 
Less: Net income attributable to noncontrolling interests in the operating partnership(2,905)(2,393)(4,516)
Less: Net income attributable to noncontrolling interests in consolidated affiliates(2,097)(13,321)(53,421)
Net income attributable to Rayonier Inc.$173,493 $107,077 $152,550 
Denominator:
Denominator for basic earnings per common share - weighted average shares148,046,673 146,209,847 140,812,882 
Basic earnings per common share attributable to Rayonier Inc.:$1.17 $0.73 $1.08 
Earnings per common share - diluted
Numerator:
Net Income$178,495 $122,791 $210,487 
Less: Net income attributable to noncontrolling interests in consolidated affiliates(2,097)(13,321)(53,421)
Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership$176,398 $109,470 $157,066 
Denominator:
Denominator for basic earnings per common share - weighted average shares148,046,673 146,209,847 140,812,882 
Add: Dilutive effect of:
Stock options472 5,132 8,727 
Performance shares, restricted shares and restricted stock units401,351 669,501 416,527 
Noncontrolling interests in operating partnership units2,618,699 3,268,473 4,062,725 
Denominator for diluted earnings per common share - adjusted weighted average shares151,067,195 150,152,953 145,300,861 
Diluted earnings per common share attributable to Rayonier Inc.:$1.17 $0.73 $1.08 
 202320222021
Anti-dilutive shares excluded from computations of diluted earnings per common share:
Stock options, performance shares, restricted shares and restricted stock units164,865 103,514 149,705 





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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding during the year. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares and restricted stock units.
    The following table provides details of the calculations of basic and diluted earnings per unit of the Operating Partnership for the three years ended December 31:
 202320222021
Earnings per unit - basic
Numerator:
Net Income$178,495 $122,791 $210,487 
Less: Net income attributable to noncontrolling interests in consolidated affiliates(2,097)(13,321)(53,421)
Net income available to unitholders$176,398 $109,470 $157,066 
Denominator:
Denominator for basic earnings per unit - weighted average units150,665,372 149,478,320 144,875,607 
Basic earnings per unit attributable to Rayonier, L.P.:$1.17 $0.73 $1.08 
Earnings per unit - diluted
Numerator:
Net Income$178,495 $122,791 $210,487 
Less: Net income attributable to noncontrolling interests in consolidated affiliates(2,097)(13,321)(53,421)
Net income available to unitholders$176,398 $109,470 $157,066 
Denominator:
Denominator for basic earnings per unit - weighted average units150,665,372 149,478,320 144,875,607 
Add: Dilutive effect of unit equivalents:
Stock options472 5,132 8,727 
Performance shares, restricted shares and restricted stock units401,351 669,501 416,527 
Denominator for diluted earnings per unit - adjusted weighted average units151,067,195 150,152,953 145,300,861 
Diluted earnings per unit attributable to Rayonier, L.P.$1.17 $0.73 $1.08 
 202320222021
Anti-dilutive unit equivalents excluded from computations of diluted earnings per unit:
Stock options, performance shares, restricted shares and restricted stock units164,865 103,514 149,705 


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
7.    DEBT
Our debt consisted of the following at December 31, 20172023 and 2016:2022:
20232022
Debt:
Senior Notes due 2031 at a fixed interest rate of 2.75%$450,000 $450,000 
2015 Term Loan Facility borrowings due 2028 at a variable interest rate of 7.03% at December 31, 2023350,000 350,000 
2021 Incremental Term Loan Facility borrowings due 2029 at a variable interest rate of 6.98% at December 31, 2023200,000 200,000 
2016 Incremental Term Loan Facility borrowings due 2026 at a variable interest rate of 7.08% at December 31, 2023200,000 200,000 
2022 Incremental Term Loan Facility borrowings due 2027 at a variable interest rate of 7.03% at December 31, 2023100,000 250,000 
New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64%25,453 25,586 
New Zealand subsidiary noncontrolling interest shareholder loan due 2027 at a fixed interest rate of 6.48%25,453 25,586 
New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed interest rate of 2.95%21,817 21,931 
Total principal debt1,372,723 1,523,103 
Less: Unamortized discounts(2,772)(3,104)
Less: Deferred financing costs(4,178)(5,278)
Total long-term debt$1,365,773 $1,514,721 
 2017 2016
Term Credit Agreement due 2024 at a variable interest rate of 3.0% at December 31, 2017
$350,000
 
$350,000
Senior Notes due 2022 at a fixed interest rate of 3.75%325,000
 325,000
Incremental Term Loan Agreement due 2026 at a variable interest rate of 3.3% at December 31, 2017300,000
 300,000
Mortgage notes repaid in 2017 at fixed interest rates of 4.35% (a)—
 31,676
Revolving Credit Facility due 2020 at a variable interest rate of 2.8% at December 31, 201750,000
 25,000
Solid waste bonds repaid in 2017 at a variable interest rate of 2.0% at December 31, 2016—
 15,000
New Zealand JV noncontrolling interest shareholder loan at 0% interest rate3,375
 18,796
Total debt1,028,375
 1,065,472
Less: Current maturities of long-term debt(3,375) (31,676)
Less: Deferred financing costs(2,996) (3,591)
Long-term debt, net of deferred financing costs
$1,022,004
 
$1,030,205

Principal payments due during the next five years and thereafter are as follows:
2018
$3,375
2019—
202050,000
2021—
2022325,000
Thereafter650,000
Total debt
$1,028,375

2024— 
202521,817 
2026225,453 
2027125,453 
2028350,000 
Thereafter650,000 
Total debt$1,372,723 
2.75% SENIOR NOTES ISSUED MAY 2021
(a)
The mortgage notes, repaid in August 2017, were recorded at a premium of $0.2 million as of December 31, 2016.

In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031, guaranteed by certain subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. The Senior Notes due 2031 were sold at an issue price of 99.195% of their face value, before underwriters discount. Our net proceeds after deducting approximately $3.9 million of underwriting discounts and expenses, were approximately $442.5 million. The discount and debt issuance costs are being amortized to interest expense over the term of the notes using the effective interest method.
TERM CREDIT AGREEMENTS
We have entered into several credit agreements with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit Institutions. Our various term credit facilities issued through the Farm Credit System provide for annual patronage payments, which are profit distributions made by the cooperative to its member-users based on the quantity or value of business done with the member-user.



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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
All of our term credit agreements are benchmarked to Daily Simple SOFR plus a credit spread adjustment. While all of our term credit facilities provide for variable interest rates based on a spread over Daily Simple SOFR, we have entered into multiple interest rate swap agreements to fix portions of our variable rate exposure. For each credit facility described below, we provide our estimated effective interest rate after consideration of estimated patronage payments and interest rate swaps.
2015 TERM LOAN AGREEMENT
In August 2015, the Companywe entered into a credit agreement with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions and other commercial banks to provide $550 million of new credit facilities, including a nine-year $350 million term loan facility.facility (“2015 Term Loan Facility”). The periodic interest rate on the term loan facility2015 Term Loan Facility is subject to a pricing grid based on the Company’sour leverage ratio, as defined in the credit agreement.Term Credit Agreement. As of December 31, 2017,2023, the periodic interest rate on the term loan facility2015 Term Loan Facility was LIBORDaily Simple SOFR plus 1.625%1.6% plus a credit spread adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity. Following the closing of the term loan, the Company entered into several interest rate swap transactions to fix the cost of the term loan facility over its nine-year term. The term credit agreement allows the Company to receive annual patronage payments, which are profit distributions made by a cooperative to its member-users based on the quantity or value of business done with the member-user. The Company estimatesWe estimate the effective interest rate on thethis term loan facility to be approximately 3.3%3.0% after consideration of the interest rate swaps and estimated patronage refunds. For additional information on the Company’sour interest rate swaps, see Note 138 — Derivative Financial Instruments and Hedging Activities.

2022 INCREMENTAL TERM LOAN AGREEMENT
In December 2022, we entered into an Incremental Term Loan Agreement to provide a five-year $250 million senior unsecured incremental term loan facility (“2022 Incremental Term Loan Facility”). During the fourth quarter of 2023, we repaid $150 million of the principal balance on this loan. The periodic interest rate on the 2022 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement. As of December 31, 2023, the periodic interest rate on the $100 million 2022 Incremental Term Loan Facility was Daily Simple SOFR plus 1.6% plus a credit spread adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 4.6% after consideration of interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities.
2016 INCREMENTAL TERM LOAN AGREEMENT
In April 2016, we entered into an Incremental Term Loan Agreement to provide a 10-year, $300 million term loan facility (“2016 Incremental Term Loan Facility”) of which $100 million was subsequently repaid. The periodic interest rate on the 2016 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement. As of December 31, 2023, the periodic interest rate on the $200 million 2016 Incremental Term Loan Facility was Daily Simple SOFR plus 1.65% plus a credit spread adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 2.4% after consideration of interest rate swaps and estimated patronage payments. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities.



78100
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

3.75% SENIOR NOTES ISSUED MARCH 2012
In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022, guaranteed by certain subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. The guarantors were revised in October 2012, leaving TRS and Rayonier Operating Company LLC as the remaining guarantors. See Note 24 - Consolidating Financial Statements for further information regarding the subsidiary guarantors.
2021 INCREMENTAL TERM LOAN AGREEMENT
In April 2016, the CompanyJune 2021, we entered into an incremental term loan agreement with CoBank, ACB, as administrative agent, andIncremental Term Loan Agreement, which provided us the ability to make an advance of $200 million on or before June 1, 2022. In January 2022, we made a syndicate of Farm Credit institutions to provide a 10-year, $300$200 million incremental term loan. Proceeds from the new term loan were used to fund Rayonier’s portion of the Menasha acquisition net of the proceeds received from the Washington disposition, to repay approximately $105 million outstandingdraw on the Company’s revolving credit facility and for general corporate purposes.our 2021 Incremental Term Loan Facility. The periodic interest rate on the incremental term loan agreement2021 Incremental Term Loan Facility is subject to a pricing grid based on the Company’sour leverage ratio, as defined in the credit agreement.Incremental Term Loan Agreement. As of December 31, 2017,2023, the periodic interest rate on the incremental term loan2021 Incremental Term Loan Facility was LIBORDaily Simple SOFR plus 1.900%1.55% plus a credit spread adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity. Following the closing of the incremental term loan, the Company entered into several interest rate swap transactions to fix the cost of the facility over its 10-year term. The Company estimatesWe estimate the effective interest rate on the incrementalthis term loan facility to be approximately 2.8%1.5% after consideration of the interest rate swaps and estimated patronage payments.refunds. For additional information on the Company’sour interest rate swaps, see Note 138 — Derivative Financial Instruments and Hedging Activities.
$105 MILLION SECURED MORTGAGE NOTES ASSUMED
In November 2011, in connection with the acquisition of approximately 250,000 acres of timberlands, the Company assumed notes totaling $105 million, secured by mortgages on certain parcels of the timberlands acquired. The notes had fixed interest rates of 4.35% with original terms of seven years maturing in August 2017. The Company prepaid $21.0 million of principal on the mortgage notes concurrent with the acquisition and an additional $10.5 million during each of the years 2012 through 2016, the maximum amounts allowed without penalty at the respective dates. The remaining principal on the notes of $31.5 million was repaid in August 2017.
REVOLVING CREDIT FACILITY
In August 2015,December 2022, we amended the Company entered into$300 million Revolving Credit Facility to convert the interest rate benchmark from LIBOR to Daily Simple SOFR plus a five-year $200 million unsecured revolving credit facility, replacing the previous $200 million revolving credit facility and $100 million farm credit facility which were scheduled to expire in April 2016 and December 2019, respectively.spread adjustment. The periodic interest rate on the revolving credit facilityRevolving Credit Facility is subject to a pricing grid based on the Company’sour leverage ratio, as defined in the credit agreement.Term Credit Agreement. As of December 31, 2017,2023, the periodic interest rate on the revolvingRevolving Credit Facility was Daily Simple SOFR plus 1.25% plus a credit facility was LIBOR plus 1.250%spread adjustment of 0.1%, with an unused commitment fee of 0.175%. Monthly payments of interest only are due on this loan through maturity. See Note 23 — Other Assets for additional information about deferred financing costs related to revolving debt.
During the year ended December 31, 2023, we made no borrowings and repayments on our Revolving Credit Facility. At December 31, 2017, the Company2023, we had $139.6 million of available borrowings under this facility,of $289.9 million, net of $10.4$10.1 million to secure itsour outstanding letters of credit.
JOINT VENTURENEW ZEALAND SUBSIDIARY DEBT
WORKING CAPITAL FACILITY
In April 2013, Rayonier acquired an additional 39% interest in its New Zealand JV, bringing its total ownership to 65%, and as a result,July 2023, the New Zealand JV’s debt was consolidated effective on that date. On March 3, 2016, as a result of a capital contribution, the Company’s ownership interest in the New Zealand JV increased to 77%. See Note 7 — Joint Venture Investment for further information.
SHAREHOLDER LOAN
The shareholder loan is an interest-free loan from the noncontrolling New Zealand JV partner with a remaining principal outstanding of $3 million. This loan represents part of the noncontrolling party’s investment in the New Zealand JV. The loan is unsecured and subordinated to the Working Capital Facilities of the New Zealand JV. Although Rayonier Inc. is not liable for this loan, the shareholder loan instrument contains features with characteristics of both debt and equity and is therefore required to be classified as debt and consolidated. As the loan is effectively at par, the carrying amount is deemed to be the fair value. The entire balance of the shareholder loan was classified as short-term debt at December 31, 2017 since the Company’s intent is to fully repay the loan in 2018.


79
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

WORKING CAPITAL FACILITIES
In June 2016, the New Zealand JV entered into a 12-monthsubsidiary renewed its NZ$20 million working capital facility, and an 18-month NZ$20 million working capital facility, replacing the previous NZ$40 million facility that expired in June 2016. Both working capital facilities were renewed in 2017 for an additional 12-month term, with new expiration dates ofextending its maturity date to June 30, 2018 and December 31, 2018.2024. The NZ$40 million Working Capital Facilityfacility is available for short-term operating cash flow needs of the New Zealand JV.subsidiary. This facility holds a variable interest rate indexed to the 90-day New Zealand Bank Bill rate (“BKBM”). The margins are set for the term of the facility. During the year ended December 31, 2017,2023, the New Zealand JVsubsidiary made no borrowings andor repayments of $38.4 million on its working capital facility. At December 31, 2017,2023, there was no outstanding balance on the Working Capital Facility.facility.
SHAREHOLDER LOANS
The New Zealand subsidiary has made capital distributions in the past to its partners on a pro rata basis to redeem certain equity interests, which were reinvested by the partners into shareholder loans to the New Zealand subsidiary. Our capital distribution and portion of the shareholder loan are eliminated in consolidation. The capital distribution to the minority shareholder and its reinvestment in the shareholder loan results in the recording of a loan payable by the New Zealand subsidiary. Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder loan since its inception. See Note 5 — Noncontrolling Interests for more information regarding the New Zealand subsidiary.
SHAREHOLDER LOAN DUE 2025
In September 2020, the New Zealand subsidiary recorded a loan payable in the amount of $23.3 million due in 2025 at a fixed interest rate of 2.95%. As of December 31, 2023, the outstanding balance is $21.8 million.
SHAREHOLDER LOAN DUE 2026
In July 2021, the New Zealand subsidiary recorded a loan payable in the amount of $28.1 million due in 2026 at a fixed interest rate of 3.64%. As of December 31, 2023, the outstanding balance is $25.5 million.


101
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
SHAREHOLDER LOAN DUE 2027
In April 2022, the New Zealand subsidiary recorded a loan payable in the amount of $27.9 million due in 2027 at a fixed interest rate of 6.48%. As of December 31, 2023, the outstanding balance is $25.5 million.
DEBT COVENANTS
In connection with the Company’s $350 million term credit agreement (the “Termour Term Credit Agreement”), $300 million incremental term loan agreement (the “IncrementalAgreement, Incremental Term Loan Agreement”)Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and $200 million revolving credit facility (“the Revolving Credit Facility”),Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios.
The covenants listed below, which are the most significant financial covenants in effect as of December 31, 2023, are calculated on a trailing 12-month basis:
Covenant RequirementActual RatioFavorable
Covenant EBITDA to consolidated interest expense should not be less than2.5 to 111.5 to 19.0
Covenant debt to covenant net worth plus covenant debt shall not exceed65 %43 %22 %
In addition to these financial covenants listed above, the Senior Notes due 2031, Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan Facility, 2022 Incremental Term Loan Facility, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others. At December 31, 2017, the Company was2023, we were in compliance with all applicable covenants.


102
6.HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
Rayonier continuously assesses potential alternative uses of its timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. The Company periodically transfers, via a sale or contribution from the REIT to TRS, HBU timberlands to enable land-use entitlement, development or marketing activities. The Company also acquires 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, the Company also selectively pursues 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, Rayonier also invests in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.
An analysis of higher and better use timberlands and real estate development costs from December 31, 2016 to December 31, 2017 is shown below:
 Higher and Better Use Timberlands and Real Estate Development Investments
 Land and Timber Development Investments Total
Non-current portion at December 31, 2016
$59,956
 
$10,418
 
$70,374
Plus: Current portion (a)5,096
 11,963
 17,059
Total Balance at December 31, 201665,052
 22,381
 87,433
Non-cash cost of land and improved development(2,165) (4,554) (6,719)
Timber depletion from harvesting activities and basis of timber sold in real estate sales(2,768) —
 (2,768)
Capitalized real estate development investments (b)—
 15,784
 15,784
Capital expenditures (silviculture)428
 —
 428
Intersegment transfers5,808
 (819) 4,989
Total Balance at December 31, 201766,355
 32,792
 99,147
Less: Current portion (a)(6,702) (11,648) (18,350)
Non-current portion at December 31, 2017
$59,653
 
$21,144
 
$80,797
(a)
The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 18 — Inventory for additional information.
(b)Capitalized real estate development investments includes $0.4 million of capitalized interest.


80
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

7.JOINT VENTURE INVESTMENT
The Company maintains a 77% controlling financial interest in Matariki Forestry Group (the “New Zealand JV”), a joint venture that owns or leases approximately 0.4 million legal acres of New Zealand timberland. Accordingly, the Company consolidates the New Zealand JV’s balance sheet and results of operations. The portions of the consolidated financial position and results of operations attributable to the New Zealand JV’s 23% noncontrolling interest are shown separately within the Consolidated Statements of Income and Comprehensive Income and Consolidated Statements of Shareholders’ Equity. Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary of Rayonier Inc., serves as the manager of the New Zealand JV.8.     DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

8.COMMITMENTS
The Company leases certain buildings, machinery and equipment under various operating leases. Total rental expense for operating leases for the three years ended December 31:
 2017 2016 2015
Operating Leases
$1,992
 
$2,049
 
$2,349
The Company also has long-term lease agreements on certain timberlands in the Southern U.S. and New Zealand. U.S. leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases. New Zealand timberland lease terms range between 30 and 99 years. Such leasesWe are generally non-cancellable and require minimum annual rental payments. Total expenditures for long-term leases and deeds on timberlands (including Crown Forest Licenses) for the three years ended December 31:
 2017 2016 2015
Long-Term Leases and Deeds on Timberlands
$10,731
 
$10,710
 
$11,342
At December 31, 2017, the future minimum payments under non-cancellable operating leases, timberland leases and other commitments were as follows:
 
Operating
Leases
 
Timberland
Leases (a)
 Commitments (b) Total
2018
$1,135
 
$9,698
 
$11,792
 
$22,625
2019914
 9,303
 6,522
 16,739
2020733
 9,040
 6,277
 16,050
2021639
 8,866
 4,017
 13,522
2022608
 8,817
 3,562
 12,987
Thereafter (c)635
 155,232
 6,245
 162,112
 
$4,664
 
$200,956
 
$38,415
 
$244,035
(a)The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.
(b)
Commitments include $2.9 million of pension contribution requirements in 2018 based on actuarially determined estimates and IRS minimum funding requirements, payments expected to be made on derivative financial instruments (foreign exchange contracts and interest rate swaps), construction of the Wildlight development project and other purchase obligations. For additional information on the pension contribution see Note 15 — Employee Benefit Plans.
(c)Includes 20 years of future minimum payments for perpetual Crown Forest Licenses (“CFL”). A CFL consists of a license to use public or government owned land to operate a commercial forest. The CFL's extend indefinitely and may only be terminated upon a 35-year termination notice from the government. If no termination notice is given, the CFLs renew automatically each year for a one-year term. As of December 31, 2017, the New Zealand JV has three CFL’s under termination notice that are currently being relinquished as harvest activities are concluding, as well as two fixed term CFL’s expiring in 2062. The annual license fee is determined based on current market rental value, with triennial rent reviews.


81
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

9.INCOME TAXES
The operations conducted by the Company’s REIT entities are generally not subject to U.S. federal and state income taxation. The New Zealand JV is subject to corporate level tax in New Zealand. Non-REIT qualifying operations are conducted by the Company’s taxable REIT subsidiaries (“TRS”). During 2017, 2016 and 2015, the primary businesses performed in the TRS included log trading and certain real estate activities, such as the sale and entitlement of development HBU properties.
ALTERNATIVE FUEL MIXTURE CREDIT (“AFMC”) AND CELLULOSIC BIOFUEL PRODUCER CREDIT (“CBPC”)
The U.S. Internal Revenue Code allowed two credits for taxpayers that produced and used an alternative fuel in the operation of their business during calendar year 2009. The AFMC is a $0.50 per gallon refundable excise tax credit (which is not taxable), while the CBPC is a $1.01 per gallon credit that is nonrefundable, taxable and has limitations based on an entity’s tax liability. Rayonier produced and used an alternative fuel (“black liquor”) in its Performance Fibers business, which qualified for both credits. The Company claimed the AFMC on its original 2009 income tax return. In 2013, management approved an exchange of black liquor gallons previously claimed under the AFMC for the CBPC. The net tax benefit from this exchange of $18.8 million was recorded in discontinued operations. As a result of the spin-off of the Performance Fibers business in 2014, the Company recorded a $13.6 million valuation allowance in continuing operations related to CPBC remaining with the Company’s taxable REIT subsidiary and the limited potential use of the CBPC prior to its expiration on December 31, 2019. In 2015, a $1.0 million return-to-accrual adjustment was recorded related to the CBPC which resulted in a corresponding increase in the CBPC valuation allowance to $14.6 million.
PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS
The (provision for)/benefit from income taxes consisted of the following:
 2017 2016 2015
Current     
U.S. federal
$261
 —
 
($624)
State(38) (254) 226
Foreign(245) (241) (308)
 (22) (495) (706)
Deferred     
U.S. federal13,028
 5,403
 3,702
State—
 (280) 107
Foreign(21,659) (6,079) 2,360
 (8,631) (956) 6,169
Changes in valuation allowance(13,028) (3,613) (4,604)
Total
($21,681) 
($5,064) 
$859


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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate was as follows:
  2017 2016 2015
U.S. federal statutory income tax rate 
($64,141) (35.0)% 
($77,992) (35.0)% 
($15,079) (35.0)%
U.S. and foreign REIT income 63,813
 34.8
 82,037
 36.8
 17,191
 39.9
Matariki Group and Rayonier New Zealand Ltd (19,182) (10.5) (4,799) (2.2) 3,457
 8.0
Transition tax (3,506) (1.9) —
 —
 —
 —
Change in valuation allowance (13,028) (7.1) (3,613) (1.6) (3,607) (8.4)
ASU No. 2016-16 adoption impact 16,631
 9.1
 —
 —
 —
 —
Deemed repatriation of unremitted foreign earnings 7,368
 4.0
 —
 —
 —
 —
Reduction of deferred tax asset for statutory rate change (10,499) (5.7) —
 —
 —
 —
CBPC valuation allowance —
 —
 —
 —
 (997) (2.3)
Other 863
 0.5
 (697) (0.3) (106) (0.2)
Income tax (expense) benefit as reported for net income 
($21,681) (11.8)% 
($5,064) (2.3)% 
$859
 2.0 %
The Company’s effective tax rate is below the 35 percent U.S. statutory rate primarily due to tax benefits associated with being a REIT.
DEFERRED TAXES
Deferred income taxes result from recording revenues and expenses in different periods for financial reporting versus tax reporting. The nature of the temporary differences and the resulting net deferred tax asset/liability for the two years ended December 31, were as follows:
 2017 2016
Gross deferred tax assets:   
Pension, postretirement and other employee benefits
$1,017
 
$1,648
New Zealand JV40,224
 60,452
CBPC Tax Credit Carry Forwards14,641
 14,641
Capitalized real estate costs7,058
 11,489
U.S. TRS Net Operating Loss1,872
 4,730
Land basis difference11,090
 —
Other5,079
 9,165
Total gross deferred tax assets80,981
 102,125
Less: Valuation allowance(34,889) (21,861)
Total deferred tax assets after valuation allowance
$46,092
 
$80,264
Gross deferred tax liabilities:   
Accelerated depreciation(35) (1,322)
Repatriation of foreign earnings—
 (7,368)
New Zealand JV(72,527) (70,315)
Timber installment sale(4,706) (7,601)
Other(1,270) (3,833)
Total gross deferred tax liabilities(78,538) (90,439)
Net deferred tax liability reported as noncurrent
($32,446) 
($10,175)



83
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

Included below are the following foreign net operating loss (“NOL”) and tax credit carryforwards as of December 31, 2017:
 
Gross
Amount
 
Valuation
Allowance
 Expiration
2017     
New Zealand JV NOL Carryforwards
$137,949
 —
 None
U.S. Net Deferred Tax Asset20,248
 (20,248) None
Cellulosic Biofuel Producer Credit14,641
 (14,641) 2019
Total Valuation Allowance  
($34,889)  
2016     
New Zealand JV NOL Carryforwards
$215,898
 —
 None
U.S. Net Deferred Tax Asset7,220
 (7,220) None
Cellulosic Biofuel Producer Credit14,641
 (14,641) 2019
Total Valuation Allowance  
($21,861)  

PREPAID TAXES
In the first quarter of 2017, the Company early adopted ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. ASU No. 2016-16 requires income tax consequences of intra-entity transfers of assets other than inventory be recognized in the period in which they occur. See Note 2 - Summary of Significant Accounting Policies.    As a result, a cumulative-effect adjustment to retained earnings was recorded for the long-term prepaid federal income tax of $14.4 million related to recognized built-in gains on 2006, 2008 and 2010 intercompany sales of timberlands between the REIT and TRS. Taxes for the transaction were paid at the time of sale, but the gain and income tax expense were deferred. See the Consolidated Statement of Shareholders’ Equity for the cumulative-effect adjustment to retained earnings due to the adoption of this standard.
UNRECOGNIZED TAX BENEFITS
The Company recognizes the impact of a tax position if a position is “more-likely-than-not” to prevail. A reconciliation of the beginning and ending unrecognized tax benefits for the three years ended December 31 is as follows:
 2017 2016 2015
Balance at January 1,
$135
 
$135
 —
Decreases related to prior year tax positions(135) —
 —
Increases related to prior year tax positions—
 —
 135
Balance at December 31,—
 
$135
 
$135
The unrecognized tax benefit of $135 thousand as of December 31, 2016 and December 31, 2015 related to a prior year deduction, in conjunction with the spin-off of the Performance Fibers business. The unrecognized tax benefit was reduced to zero in 2017 due to the lapse of the applicable statute of limitations.
There is no amount of unrecognized tax benefits that, if recognized, would have affected the effective tax rate at December 31, 2017, 2016 and 2015.
The Company records interest (and penalties, if applicable) related to unrecognized tax benefits in non-operating expenses. The Company recorded no benefit to interest expense in 2017, 2016 and 2015, respectively. The Company had no recorded liabilities for the payment of interest at December 31, 2017 and 2016.


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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

TAX STATUTES
The following table provides detail of the tax years that remain open to examination by the IRS and other significant taxing jurisdictions:
Taxing JurisdictionOpen Tax Years
U.S. Internal Revenue Service2014 - 2016
New Zealand Inland Revenue2012 - 2016
U.S. TAX REFORM
The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017 making significant changes to the Internal Revenue Code. Changes include a permanent reduction in the U.S. statutory corporate income tax rate from 35% to 21% beginning in 2018 and a one-time transition tax on the deemed repatriation of deferred foreign earnings as of December 31, 2017.
The SEC issued Staff Accounting Bulletin 118 (“SAB 118”), which provides additional clarification regarding the application of ASC Topic 740 when registrants do not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Act for the reporting period in which the Act was enacted. SAB 118 provides a measurement period beginning in the reporting period that includes the Act’s enactment date and ending when the registrant has obtained, prepared, and analyzed the information needed in order to complete the accounting requirements, but in no circumstances should the measurement period extend beyond one year from the enactment date.
The Company has not completed its assessment of the accounting implications of the Act. However, the Company has reasonably calculated an estimate of the impact of the Act in the year end income tax provision and recorded $0.1 million of additional income tax expense as of December 31, 2017. This amount was offset by the Alternative Minimum Tax credit benefit, resulting in a zero net effect to income tax expense. This provisional amount is related to the one-time transition tax on the deemed repatriation of deferred foreign earnings as of December 31, 2017. The remeasurement of certain deferred tax assets and liabilities resulting from the permanent reduction in the U.S. statutory corporate tax rate resulted in a provisional amount of zero as the change in rate was offset by the change in the valuation allowance.
As the Company completes its analysis of the Act, it may make adjustments to the provisional amounts. Any subsequent adjustments to these amounts will be recorded to current tax expense in 2018 when the analysis is complete.

10.CONTINGENCIES

In re Rayonier Inc. Securities Litigation

Following the Company’s November 10, 2014 earnings release and filing of the restated interim financial statements for the quarterly periods ended March 31, 2014 and June 30, 2014 (the “November 2014 Announcement”), shareholders of the Company filed five putative class actions against the Company and Paul G. Boynton, Hans E. Vanden Noort, David L. Nunes, and H. Edwin Kiker arising from circumstances described in the November 2014 Announcement, entitled respectively:

Sating v. Rayonier Inc. et al., Civil Action No. 3:14-cv-01395; filed November 12, 2014 in the United States District Court for the Middle District of Florida;

Keasler v. Rayonier Inc. et al., Civil Action No. 3:14-cv-01398, filed November 13, 2014 in the United States District Court for the Middle District of Florida;

Lake Worth Firefighters’ Pension Trust Fund v. Rayonier Inc. et al., Civil Action No. 3:14-cv-01403, filed November 13, 2014 in the United States District Court for the Middle District of Florida;

Christie v. Rayonier Inc. et al., Civil Action No. 3:14-cv-01429, filed November 21, 2014 in the United States District Court for the Middle District of Florida; and

Brown v. Rayonier Inc. et al., Civil Action No. 1:14-cv-08986, initially filed in the United States District Court for the Southern District of New York and later transferred to the United States District Court for the Middle District of Florida and assigned as Civil Action No. 3:14-cv-01474.
On January 9, 2015, the five securities actions were consolidated into one putative class action entitled In re Rayonier Inc. Securities Litigation, Case No. 3:14-cv-01395-TJC-JBT, in the United States District Court for the Middle District of Florida. The plaintiffs alleged that the defendants made false and/or misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The plaintiffs sought unspecified monetary damages and attorneys’ fees and costs. Two shareholders, the Pension Trust Fund for Operating Engineers and the Lake Worth Firefighters’ Pension Trust Fund, moved for appointment as lead plaintiff on January 12, 2015, which was granted on February 25, 2015. On April 7, 2015, the plaintiffs filed a Consolidated Class Action Complaint (the “Consolidated Complaint”). In the Consolidated Complaint, plaintiffs added allegations as to and added as a defendant N. Lynn Wilson, a former officer of Rayonier. With the filing of the Consolidated Complaint, David L. Nunes and H. Edwin Kiker were dropped from the case as defendants. Defendants timely filed Motions to Dismiss the Consolidated Complaint on May 15, 2015.After oral argument on Defendants' motions on August 25, 2015, the Court dismissed the Consolidated Complaint without prejudice, allowing plaintiffs leave to refile. Plaintiffs filed the Amended Consolidated Class Action Complaint (the “Amended Complaint”) on September 25, 2015, which continued to assert claims against the Company, as well as Ms. Wilson and Messrs. Boynton and Vanden Noort. Defendants timely filed Motions to Dismiss the Amended Complaint on October 26, 2015. The court denied those motions on May 20, 2016. On December 31, 2016, the case continued to be in the discovery phase and the Company could not determine whether there was a reasonable likelihood a material loss had been incurred nor could the range of any such loss be estimated. On March 13, 2017, the Company reached an agreement in principle to settle the case and all parties executed a term sheet memorializing such agreement. The parties executed and filed with the Court the Stipulation and Agreement of Settlement on April 12, 2017 (the “Settlement Agreement”), which Settlement Agreement included the material terms contained in the term sheet executed on March 13. Pursuant to the terms of the Settlement Agreement, which was subject to Court approval and requests for exclusion by members of the settlement class, the Company agreed to cause certain of its directors’ and officers’ liability insurance carriers to fund a settlement payment to the class of $73 million (the “Settlement Fund”). The insurance carriers fully funded the Settlement Fund by deposits in an escrow account as required by the Settlement Agreement. On September 19, 2017, the court held the final fairness hearing as to the settlement. The amounts agreed to on March 13, 2017, including the realized amount funded by the insurance carriers, were reflected in the Company’s Consolidated Financial Statements as of September 30, 2017. On October 5, 2017, the court entered orders approving the settlement and plan of distribution, dismissing the case against all defendants with prejudice and awarding Plaintiffs’ counsel certain fees and cost reimbursements to be paid from the Settlement Fund.


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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

Derivative Claims

On November 26, 2014, December 29, 2014, January 26, 2015, February 13, 2015, and May 12, 2015, the Company received separate letters from shareholders requesting that the Company investigate or pursue derivative claims against certain officers and directors related to the November 2014 Announcement (“Derivative Claims”). Although these demands do not identify any claims against the Company, the Company has certain obligations to advance expenses and provide indemnification to certain current and former officers and directors of the Company. The Company has also incurred expenses as a result of costs arising from the investigation of the claims alleged in the various demands. At this preliminary stage, the ultimate outcome of these matters cannot be predicted, nor can the range of potential expenses the Company may incur as a result of the obligations identified above be estimated. On October 13, 2017, counsel for all five shareholders involved in the Derivative Claims filed a complaint in the name of one of the shareholders from whom the Company received a request to investigate. That case is pending in the United States District Court for the Middle District of Florida and is styled Molloy v. Boynton, et al., Civil Action No. 3:17-cv-01157-TJC-MCR. The complaint alleges breaches of fiduciary duties and unjust enrichment and names as defendants, former officers Paul G. Boynton, Hans E. Vanden Noort and N. Lynn Wilson, and former directors C. David Brown, II, Mark E. Gaumond, James H. Miller, Thomas I. Morgan and Ronald Townsend.

The Company has also been named as a defendant in various other lawsuits and claims arising in the normal course of business. While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its businesses, it has 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 the Company’s financial position, results of operations, or cash flow.


11.GUARANTEES
The Company provides financial guarantees as required by creditors, insurance programs, and various governmental agencies. As of December 31, 2017, the following financial guarantees were outstanding:
Financial Commitments
Maximum Potential
Payment
 
Carrying Amount
of Liability
Standby letters of credit (a)
$10,353
 —
Guarantees (b)2,254
 43
Surety bonds (c)1,284
 —
Total financial commitments
$13,891
 
$43
(a)Approximately $9.2 million of the standby letters of credit serve as credit support for infrastructure at the Company’s Wildlight development project. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation. These letters of credit will expire at various dates during 2018 and will be renewed as required.
(b)In conjunction with a timberland sale and note monetization in 2004, the Company issued a make-whole agreement pursuant to which it guaranteed $2.3 million of obligations of a special-purpose entity that was established to complete the monetization. At December 31, 2017, the Company has recorded a de minimis liability to reflect the fair market value of its obligation to perform under the make-whole agreement.
(c)Rayonier issues surety bonds primarily to secure performance obligations related to various operational activities and to provide collateral for outstanding claims under the Company’s previous workers’ compensation self-insurance programs in Washington and Florida. Rayonier has also obtained performance bonds to secure the development activity at the Company’s Wildlight development project. These surety bonds expire at various dates during 2018 and are expected to be renewed as required.



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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

12.EARNINGS PER COMMON SHARE
Basic earnings per share (“EPS”) is calculated by dividing net income attributable to Rayonier by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by dividing net income attributable to Rayonier by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares and convertible debt.
The following table provides details of the calculation of basic and diluted EPS for the three years ended December 31:
 2017 2016 2015
Net Income
$161,579
 
$217,770
 
$43,941
Less: Net income (loss) attributable to noncontrolling interest12,737
 5,798
 (2,224)
Net income attributable to Rayonier Inc.
$148,842
 
$211,972
 
$46,165
      
Shares used for determining basic earnings per common share127,367,608
 122,585,200
 125,385,085
Dilutive effect of:     
Stock options91,956
 92,473
 116,792
Performance and restricted shares350,385
 134,650
 39,863
Assumed conversion of Senior Exchangeable Notes (a)—
 —
 358,449
Assumed conversion of warrants (a)—
 —
 —
Shares used for determining diluted earnings per common share127,809,949
 122,812,323
 125,900,189
      
Basic earnings per common share attributable to Rayonier Inc.:
$1.17
 
$1.73
 
$0.37
Diluted earnings per common share attributable to Rayonier Inc.:
$1.16
 
$1.73
 
$0.37

 2017 2016 2015
Anti-dilutive shares excluded from computations of diluted earnings per share:     
Stock options, performance and restricted shares596,061
 829,469
 897,800
Assumed conversion of exchangeable note hedges (a)—
 —
 358,449
Total596,061
 829,469
 1,256,249
(a)
Rayonier did not issue additional shares upon maturity of the Senior Exchangeable Notes due August 2015 (the “2015 Notes”) due to offsetting hedges. ASC 260, Earnings Per Share required the assumed conversion of the 2015 Notes to be included in dilutive shares if the average stock price for the period exceeds the strike price, while the conversion of the hedges was excluded since they were anti-dilutive. The full dilutive effect of the 2015 Notes was included for the portion of the periods presented in which the notes were outstanding.
Rayonier did not distribute additional shares upon the February 2016 maturity of the warrants sold in conjunction with the 2015 Notes as the stock price did not exceed $28.11 per share. The warrants were not dilutive for the year ended 2016 as the average stock price for the period the warrants were outstanding did not exceed the strike price.



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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

13.DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to market risk related to potential fluctuations in foreign currency exchange rates and interest rates. The Company usesWe use derivative financial instruments to mitigate the financial impact of exposure to these risks. The Company also uses derivative financial instruments to mitigate exposure to foreign currency risk due to the translation of the investment in Rayonier’s New Zealand-based operations from New Zealand dollars to U.S. dollars.
Accounting for derivative financial instruments is governed by Accounting Standards CodificationASC Topic 815, Derivatives and Hedging, (“ASC 815”). In accordance with ASC 815, the Company records itswe record our derivative instruments at fair value as either assets or liabilities in the Consolidated Balance Sheets. Changes in the instruments’ fair value are accounted for based on their intended use. Gains and losses on derivatives that are designated and qualify for cash flow hedge accounting are recorded as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the hedged transaction materializes. Gains and losses on derivatives that are designated and qualify for net investment hedge accounting are recorded as a component of AOCI and will not be reclassified into earnings until the Company’s investment in its New Zealand operations is partially or completely liquidated. The ineffective portion of any hedge, changes in the fair value of derivatives not designated as hedging instruments and those which are no longer effective as hedging instruments, are recognized immediately in earnings. The Company's hedge ineffectiveness was de minimis for all periods presented.
FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS
The functional currency of Rayonier’s wholly-owned subsidiary, RayonierOur New Zealand Limited,subsidiary’s domestic sales and theoperating expenses are predominately denominated in New Zealand JV is the New Zealand dollar. The New Zealand JV is exposed to foreign currency risk ondollars, while its export sales, shareholder distributions and ocean freight payments which are mainlypredominately denominated in U.S. dollars. TheTo the extent New Zealand JVdollar costs exceed New Zealand dollar revenues (the “foreign exchange exposure”), the New Zealand subsidiary manages the foreign exchange exposure through the use of derivative financial instruments. It typically hedges 35%a portion of export sales receipts to cover 50% to 90% of its estimatedthe projected foreign currencyexchange exposure with respect tofor the following three12 months, forecasted sales and purchases, 25%up to 75% of its forecasted sales and purchases for the forward three12 to 1218 months and up to 50% for the forward 18 to 24 months. Additionally, it will occasionally hedge export sales receipts to cover up to 50% of the foreign exchange exposure for the forward 1224 to 18 months. Foreign currency36 months and up to 25% of the foreign exchange exposure fromfor the forward 36 to 48 months when the New Zealand JV’sdollar is at a cyclical low versus the U.S. dollar. The New Zealand subsidiary’s trading operations is typically hedged based onhedge a portion of export sales receipts to cover the projected foreign exchange exposure for the following three months forecasted sales and purchases.months. As of December 31, 2017,2023, foreign currency exchange contracts and foreign currency option contracts had maturity dates through May 2019 and March 2019, respectively.November 2026.
Foreign currency exchange and option contracts hedging foreign currency risk on export sales and ocean freight payments qualify for cash flow hedge accounting. The fair value of foreign currency exchange contracts is determined by a mark-to-market valuation which estimates fair value by discounting the difference between the contracted forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate. The fair value of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing model.
The CompanyWe may de-designate these cash flow hedge relationships in advance or at the occurrence of the forecasted transaction. The portion of gains or losses on the derivative instrument previously accumulated in AOCI for de-designated hedges remains in AOCI until the forecasted transaction affects earnings. Changes in the value of derivative instruments after de-designation are recorded in earnings. De-designated
INTEREST RATE PRODUCTS
We are exposed to cash flow hedges are included in “Derivatives not designated as hedging instruments”interest rate risk on our variable-rate debt and on anticipated debt issuances. We use variable-to-fixed interest rate swaps and forward-starting interest rate swap agreements to hedge this exposure. For these derivative instruments, we report the gains/losses from the fluctuations in the table below.
Through our ownership in the New Zealand JV, the Company is exposed to foreign currency risk on shareholder loan payments which are denominated in N.Z. dollars. On behalf of the Company, the New Zealand JV typically hedges 60% to 100% of its estimated foreign currency exposure with respect to the following three months forecasted distributions, up to 75% of forecasted distributions for the forward three to six months and up to 50% of the forward six to 12 months. For the year ended December 31, 2017, the change in fair market value of the foreign exchange forward contractshedges in AOCI and reclassify them to earnings as interest expense in the same period in which the hedged interest payments affect earnings.
To the extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item continues to exist, any unrealized gain or loss of $0.1 million was recordedthe cash flow hedge at the time of de-designation remains in “Interest incomeAOCI and miscellaneous income (expense), net” asis amortized using the contracts did not qualify for hedge accounting treatment. Asstraight-line method through interest expense over the remaining life of December 31, 2017, foreign exchange forward contracts had maturity dates through June 2018.

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


88103
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

INTEREST RATE SWAPS
The Company is exposed to cash flow interest rate risk on its variable-rate Term Credit Agreement and Incremental Term Loan (as discussed below), and uses variable-to-fixed interest rate swaps to hedge this exposure. For these derivative instruments, the Company reports the gains/losses from the fluctuations in the fair market value of the hedges in AOCI and reclassifies them to earnings as interest expense in the same period in which the hedged interest payments affect earnings. For additional information on the Company’s interest rate swaps see Note 5 — Debt.
The following table contains information on the outstanding interest rate swaps as of December 31, 2017:2023:
Outstanding Interest Rate Swaps (a)Outstanding Interest Rate Swaps (a)Outstanding Interest Rate Swaps (a)
Date Entered IntoTermNotional AmountRelated Debt FacilityFixed Rate of Swap
Bank Margin
 on Debt
Total Effective Interest Rate (b)Date Entered IntoTermNotional AmountRelated Debt FacilityFixed Rate of SwapBank Margin on Debt (b)Total Effective Interest Rate (c)
August 20159 years
$170,000
Term Credit Agreement2.20%1.63%3.83%August 20159 years$170,000 Term Credit AgreementTerm Credit Agreement2.10 %1.70 %3.80 %
August 20159 years180,000
Term Credit Agreement2.35%1.63%3.98%August 20159 years180,000 Term Credit AgreementTerm Credit Agreement2.26 %1.70 %3.96 %
April 201610 years100,000
Incremental Term Loan1.60%1.90%3.50%April 201610 years100,000 Incremental Term LoanIncremental Term Loan1.50 %1.75 %3.25 %
April 201610 years100,000
Incremental Term Loan1.60%1.90%3.50%April 201610 years100,000 Incremental Term LoanIncremental Term Loan1.51 %1.75 %3.26 %
July 201610 years100,000
Incremental Term Loan1.26%1.90%3.16%
May 2021May 20217 years200,000 2021 Incremental Term Loan Facility0.67 %1.65 %2.32 %
December 2022December 20225 years100,000 2022 Incremental Term Loan Facility3.72 %1.70 %5.42 %
(a)     All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
(b)    Includes the SOFR Credit Spread Adjustment component of 0.1%.
(c)     Rate is before estimated patronage payments.

FORWARD-STARTING INTEREST RATE SWAPS
In March 2023, we modified our benchmark rates from LIBOR to Daily Simple SOFR for our forward-starting interest rate swaps, resulting in slightly favorable fixed rates. In May 2023, we entered into a new $50 million forward-starting interest rate swap, benchmarked to Daily Simple SOFR.
The following table contains information on the outstanding forward-starting interest rate swaps as of December 31, 2023:
Outstanding Forward-Starting Interest Rate Swaps (a)
Date Entered IntoTermNotional AmountFixed Rate of SwapRelated Debt FacilityForward DateMaximum Period Ending for Forecasted Issuance Date
April 20204 years$100,000 0.78 %Term Credit AgreementAugust 2024N/A
May 20204 years50,000 0.64 %Term Credit AgreementAugust 2024N/A
May 20234 years50,000 3.29 %Term Credit AgreementAugust 2024N/A
(a)     All forward-starting interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
(a)All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
(b)Rate is before estimated patronage payments.
The following table demonstrates the impact, gross of the Company’stax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2017, 20162023, 2022 and 2015.2021:
Location on Statement of Income and Comprehensive Income202320222021
Derivatives designated as cash flow hedges:
Foreign currency exchange contractsOther comprehensive (loss) income($69)$5,093 ($10,939)
Other operating (expense) income, net7,522 (7,682)2,974 
Foreign currency option contractsOther comprehensive (loss) income558 610 (2,733)
Other operating (expense) income, net446 — 1,177 
 Interest rate productsOther comprehensive (loss) income10,265 75,006 52,478 
Interest expense, net(26,311)2,459 14,694 


 Location on Statement of Income and Comprehensive Income 2017 2016 2015
Derivatives designated as cash flow hedges:       
Foreign currency exchange contractsOther comprehensive income (loss) 
$2,100
 
$867
 
($205)
Foreign currency option contractsOther comprehensive income (loss) (52) 1,035
 370
Interest rate swapsOther comprehensive income (loss) 4,214
 21,422
 (10,197)
        
Derivatives designated as a net investment hedge:       
Foreign currency exchange contractOther comprehensive income (loss) —
 —
 2,875
Foreign currency option contractsOther comprehensive income (loss) —
 (4,606) 4,606
        
Derivatives not designated as hedging instruments:       
Foreign currency exchange contractsOther operating (income) expense, net —
 895
 —
 Interest income and miscellaneous income (expense), net 47
 —
 —
Foreign currency option contractsOther operating (income) expense, net —
 258
 1,394
Interest rate swapsInterest income and miscellaneous income (expense), net —
 (1,219) (4,391)
104
During the next 12 months, the amount of the December 31, 2017 AOCI balance, net of tax, expected to be reclassified into earnings as a result of the maturation of the Company’s derivative instruments is a gain of approximately $1.8 million.


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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

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 $23.0 million. The following table contains details of the amounts expected to be reclassified into earnings:
Amount expected to be reclassified into earnings in next 12 months
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts$368 
Foreign currency option contracts146 
Interest rate products22,454 
Total estimated gain on derivatives contracts$22,968 
The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 20172023 and 2016:2022:
Notional Amount
20232022
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts$122,700 $138,250 
Foreign currency option contracts98,000 78,000 
Interest rate swaps850,000 850,000 
Forward-starting interest rate swaps200,000 150,000 

105
 Notional Amount
 2017 2016
Derivatives designated as cash flow hedges:   
Foreign currency exchange contracts
$107,400
 
$44,800
Foreign currency option contracts48,000
 91,000
Interest rate swaps650,000
 650,000
    
Derivatives not designated as hedging instruments:   
Foreign currency exchange contracts18,439
 —
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 20172023 and 2016.2022. Changes in balances of derivative financial instruments are recorded as operating activities in the Consolidated Statements of Cash Flows.Flows:
Fair Value Assets (Liabilities) (a)Fair Value Assets (Liabilities) (a)
Location on Balance SheetLocation on Balance Sheet20232022
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts
Foreign currency exchange contracts
Foreign currency exchange contracts
Other assets
Other current liabilities
Other non-current liabilities
Foreign currency option contracts
Other assets
Other current liabilities
Other non-current liabilities
Interest rate swaps
Interest rate swaps
Interest rate swaps
Other assets
Other non-current liabilities
Forward-starting interest rate swaps
Other non-current liabilities
 Fair Value Assets (Liabilities) (a)
Location on Balance Sheet 2017 2016
Derivatives designated as cash flow hedges:    
Foreign currency exchange contractsOther current assets 
$2,286
 
$692
Other assets 538
 33
Other current liabilities (37) (261)
Foreign currency option contractsOther current assets 389
 1,064
Total derivative contracts:
Other assets 137
 327
Other current liabilities (119) (574)
Other non-current liabilities (55) (426)
Interest rate swapsOther assets 17,473
 17,204
Other non-current liabilities (2,033) (5,979)
    
Derivatives not designated as hedging instruments:    
Foreign currency exchange contractsOther current assets 209
 —
Other current liabilities (189) —
    
Total derivative contracts:    
Total derivative contracts:
Other current assets
Other current assets
Other current assetsOther current assets 
$2,884
 
$1,756
Other assetsOther assets 18,148
 17,564
Total derivative assetsTotal derivative assets 
$21,032
 
$19,320
    
Other current liabilitiesOther current liabilities (345) (835)
Other current liabilities
Other current liabilities
Other non-current liabilitiesOther non-current liabilities (2,088) (6,405)
Total derivative liabilitiesTotal derivative liabilities 
($2,433) 
($7,240)
(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.
(a)
See Note 14 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy.


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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

OFFSETTING DERIVATIVES
Derivative financial instruments are presented at their gross fair values in the Consolidated Balance Sheets. The Company’sOur derivative financial instruments are not subject to master netting arrangements, which would allow the right of offset.



14.FAIR VALUE MEASUREMENTS

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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
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 held by the Company at December 31, 20172023 and 2016,2022, using market information and what the Company believeswe believe to be appropriate valuation methodologies under generally accepted accounting principles:GAAP:
December 31, 2023December 31, 2022
Carrying
Amount		Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
Asset (Liability) (a)Asset (Liability) (a)Level 1Level 2Level 1Level 2
Cash and cash equivalents
December 31, 2017 December 31, 2016
Asset (liability) (a)
Carrying
Amount
 Fair Value 
Carrying
Amount
 Fair Value
  Level 1 Level 2   Level 1 Level 2
Cash and cash equivalents
$112,653
 
$112,653
 —
 
$85,909
 
$85,909
 —
Restricted cash (b)59,703
 59,703
 —
 71,708
 71,708
 —
Current maturities of long-term debt(3,375) —
 (3,375) (31,676) —
 (31,984)
Restricted cash (b)
Restricted cash (b)
Long-term debt (c)(1,022,004) —
 (1,030,135) (1,030,205) —
 (1,030,708)
Long-term debt (c)
Long-term debt (c)
Interest rate swaps (d)15,440
 —
 15,440
 11,225
 —
 11,225
Interest rate swaps (d)
Interest rate swaps (d)
Forward-starting interest rate swaps (d)
Foreign currency exchange contracts (d)2,807
 —
 2,807
 464
 —
 464
Foreign currency option contracts (d)352
 —
 352
 391
 —
 391
Noncontrolling interests in the operating partnership (e)
Noncontrolling interests in the operating partnership (e)
Noncontrolling interests in the operating partnership (e)
(a)We did not have Level 3 assets or liabilities at December 31, 2023 and 2022.
(a)The Company did not have Level 3 assets or liabilities at December 31, 2017 and 2016.
(b)
Restricted cash represents the proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow for a real estate sale. See Note 19 - Restricted Cash for additional information.
(c)
(b)Restricted cash represents proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow. See Note 21 — Restricted Cash for additional information.
(c)The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt. See Note 7 — Debt for additional information.
(d)See Note 8 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.
(e)Noncontrolling interests in the operating partnership is neither an asset nor liability and is classified as temporary equity in the Company’s Consolidated Balance Sheets. This relates to the ownership of long-term debt is presented net of capitalized debt costs on non-revolving debt. See Note 5 — Debt for additional information.
(d)
See Note 13 — Derivative Financial Instruments and Hedging Activities for information regarding the Balance Sheet classification of the Company’s derivative financial instruments.
Rayonier, usesL.P. units by various individuals and entities other than the Company. See Note 5 — Noncontrolling Interests for additional information.
    We use the following methods and assumptions in estimating the fair value of itsour financial instruments:
Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value.
Debt— The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value.
Interest rate swap agreements— The fair value of interest rate contracts is determined by discounting the expected future cash flows, for each instrument, at prevailing interest rates.
Foreign currency exchange contracts— The fair value of foreign currency exchange contracts is determined by a mark-to-market valuation, which estimates fair value by discounting the difference between the contracted forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate.
Foreign currency option contracts— The fair value of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing model.

Noncontrolling interests in the operating partnership — The fair value of noncontrolling interests in the operating partnership is determined based on the period-end closing price of Rayonier Inc. common shares.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

10.    COMMITMENTS
    At December 31, 2023, the future minimum payments under non-cancellable commitments were as follows:
 Environmental Remediation (a)Real Estate Projects (b)Commitments (c)Total
2024$11,793 $33,364 $9,962 $55,119 
2025370 1,156 386 1,912 
2026835 1,156 42 2,033 
2027542 1,156 3 1,701 
2028317 1,156 — 1,473 
Thereafter2,721 6,966 — 9,687 
$16,578 $44,954 $10,393 $71,925 
(a)Environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages (NRD) in Port Gamble, Washington. See Note 12 — Environmental and Natural Resource Damage Liabilities for additional information.
(b)Primarily consisting of payments expected to be made on our Wildlight and Heartwood development projects.
(c)Commitments include $8.4 million related to pension plan termination, payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations. See Note 18 — Employee Benefit Plans for additional information on the pension plan termination.

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


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
12.    ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
Various federal and state environmental laws in the states in which we operate place cleanup or restoration liability on the current and former owners of affected real estate. These laws are often a source of “strict liability,” meaning that an owner or operator need not necessarily have caused, or even been aware of, the release of contaminated materials. Similarly, there are certain environmental laws that allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover damage for injuries to natural resources. Like the liability that attaches to current property owners in the cleanup context, liability for natural resource damages (“NRD”) can attach to a property simply because an injury to natural resources resulted from releases of contaminated materials on the owner’s property, regardless of culpability for the release.
Changes in environmental and NRD liabilities from December 31, 2022 to December 31, 2023 are shown below:
Port Gamble, WA
15.Non-current portion at December 31, 2022EMPLOYEE BENEFIT PLANS$14,418
Plus: Current portion1,175
Total Balance at December 31, 202215,593
Expenditures charged to liabilities(436)
Increase in liabilities (a)1,421
Total Balance at December 31, 202316,578
Less: Current portion(11,793)
Non-current portion at December 31, 2023$4,785
(a)The increase in liabilities reflects revised environmental and NRD cost estimates recorded during the year ended December 31, 2023.

We periodically examine whether the contingent liabilities related to the environmental matters described above are probable and reasonably estimable based on experience and ongoing developments in those matters, including continued study and analysis of ongoing remediation obligations. During the year ended December 31, 2023, with the assistance of independent environmental consultants and taking into consideration inflation, investigation and remediation actions previously completed, new information available during the period and ongoing discussions with the Trustees, we completed a comprehensive long-term analysis and cost assessment related to our ongoing environmental remediation and NRD obligations. As a result of this analysis, we increased the accrual for environmental and NRD liabilities by $1.4 million, which are recorded on an undiscounted basis.

It is expected that the upland millsite cleanup and NRD restoration will occur over the next one to two years, while the monitoring of the Port Gamble Bay, mill site and landfills will continue for an additional 15 to 20 years. NRD costs are subject to change as the scope of the restoration projects become more clearly defined. It is reasonably possible that these components of the liability may increase as the project progresses. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount. For further information on the timing and amount of future payments related to our environmental remediation liabilities, see Note 10 — Commitments.
We do not currently anticipate any material loss in excess of the amounts accrued; however we are not able to estimate a possible loss or range of loss, if any, in excess of the established liabilities. Our future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations, and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
13.    GUARANTEES
    We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.
As of December 31, 2023, the following financial guarantees were outstanding: 
Financial Commitments (a)Maximum Potential
Payment
Standby letters of credit (b)$10,124 
Surety bonds (c)9,890 
Total financial commitments$20,014 
(a)We have not recorded any liabilities for these financial commitments in the Consolidated Balance Sheets. The guarantees are not subject to measurement, as the guarantees are dependent on our own performance.
(b)Approximately $9.2 million of the standby letters of credit serve as credit support for real estate construction in our Wildlight development project. The remaining letters of credit support various insurance related agreements. These letters of credit will expire at various dates during 2024 and will be renewed as required.
(c)Surety bonds are issued primarily to secure performance obligations related to various operational activities and to provide collateral for our Wildlight development project in Nassau County, Florida and our Heartwood development project in Richmond Hill, Georgia. These surety bonds expire at various dates during 2024, 2025, and 2026 and are expected to be renewed as required.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
14.     HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
    We routinely assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.
    Changes in higher and better use timberlands and real estate development investments from December 31, 2022 to December 31, 2023 are shown below:
Higher and Better Use Timberlands and Real Estate Development Investments
 Land and TimberDevelopment InvestmentsTotal
Non-current portion at December 31, 2022$91,374 $23,723 $115,097 
Plus: Current portion (a)408 17,501 17,909 
Total Balance at December 31, 202291,782 41,224 133,006 
Non-cash cost of land and improved development(2,122)(16,261)(18,383)
Amortization of parcel real estate development investments— (12,628)(12,628)
Timber depletion from harvesting activities and basis of timber sold in real estate sales(1,732)— (1,732)
Capitalized real estate development investments (b)— 30,913 30,913 
Capital expenditures (silviculture)136 — 136 
Intersegment transfers621 — 621 
Total Balance at December 31, 202388,685 43,248 131,933 
Less: Current portion (a)(1,699)(24,639)(26,338)
Non-current portion at December 31, 2023$86,986 $18,609 $105,595 
(a)The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 15 — Inventory for additional information.
(b)Capitalized real estate development investments includes $1.0 million of capitalized interest and $7.8 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year.

15.    INVENTORY
    As of December 31, 2023 and 2022, our inventory consisted entirely of finished goods, as follows:
 20232022
Finished goods inventory
     Real estate inventory (a)$26,338 $17,909 
     Log inventory4,490 5,347 
Carbon unit inventory (b)189 473 
Total inventory$31,017 $23,729 
(a)Represents the cost of HBU real estate (including capitalized development investments) under contract to be sold as well as the cost of HBU real estate deferred until post-closing obligations are satisfied. See Note 14 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.
(b)Represents the basis in New Zealand carbon units intended to be sold in the next 12 months. See Note 1 — Summary of Significant Accounting Policies and Note 23 — Other Assets for additional information on carbon credits.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
16.    LEASES
TIMBERLAND LEASES
    U.S. timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases. New Zealand timberland lease terms typically range between 30 and 99 years. New Zealand lease arrangements generally consist of Crown Forest Licenses (“CFLs”), forestry rights and land leases. A CFL is a license arrangement to use government or privately owned lands to operate a commercial forest. CFLs generally extend indefinitely and may only be terminated upon a 35-year termination notice. If no termination notice is given, the CFLs renew automatically each year for a one-year term. Alternatively, some CFLs extend for a specific term. Once a CFL is terminated, we may be able to obtain a forestry right from the subsequent owner. A forestry right is a license arrangement with a private entity to use their lands to operate a commercial forest. Forestry rights terminate either upon the issuance of a termination notice (which can last 35 to 45 years), completion of harvest, or a specified termination date.
    As of December 31, 2023, the New Zealand subsidiary has three CFLs comprising 11,000 gross acres or 9,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded, as well as two fixed-term CFLs comprising 3,000 gross acres or 2,000 net plantable acres expiring in 2062. Additionally, the New Zealand subsidiary has two forestry rights comprising 31,000 gross acres or 4,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded.
OTHER NON-TIMBERLAND LEASES
    In addition to timberland holdings, we lease properties for certain office locations. Significant leased properties include a regional office in Lufkin, Texas; a Pacific Northwest Timber office in Hoquiam, Washington and a New Zealand Timber and Trading headquarters in Auckland, New Zealand.
LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION
    The following table details our undiscounted lease obligations as of December 31, 2023 by type of lease and year of expiration:
Year of Expiration
Lease obligationsTotal20242025202620272028Thereafter
Operating lease liabilities$195,999 $9,653 $8,725 $7,955 $7,761 $7,439 $154,466 
Total Undiscounted Cash Flows$195,999 $9,653 $8,725 $7,955 $7,761 $7,439 $154,466 
Imputed interest(100,219)
Balance at December 31, 2023$95,780 
Less: Current portion(8,096)
Non-current portion at December 31, 2023$87,684 

The Companyfollowing table details components of our lease cost for the years ended December 31, 2023, 2022, and 2021:
Year Ended December 31,
Lease Cost Components202320222021
Operating lease cost$9,694 $9,332 $10,166 
Variable lease cost (a)535 757 196 
Total lease cost (b)$10,229 $10,089 $10,362 
(a)    The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.
(b)    Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases are expensed on a straight line basis over the lease term. Short-term lease expense was not material for the year ended December 31, 2023.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table details components of our lease cost for the years ended December 31, 2023, 2022 and 2021:
Year Ended December 31,
Supplemental Cash Flow Information Related to Leases:202320222021
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows from operating leases$2,841 $2,571 $2,389 
     Investing cash flows from operating leases6,853 6,761 7,777 
Total cash flows from operating leases$9,694 $9,332 $10,166 
Weighted-average remaining lease term in years - operating leases303029
Weighted-average discount rate - operating leases6 %5 %5 %

We apply the following practical expedients as allowed under ASC 842:
Practical ExpedientDescription
Short-term leasesWe do not record right-of-use assets or liabilities for short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that is reasonably certain to be exercised).
Separation of lease and non-lease componentsWe do not separate non-lease components from the associated lease components if they have the same timing and pattern of transfer and, if accounted for separately, would both be classified as an operating lease.


17.    OTHER OPERATING (EXPENSE) INCOME, NET
The following table provides the composition of Other operating (expense) income, net for the three years ended December 31:
202320222021
(Loss) gain on foreign currency remeasurement, net of cash flow hedges($8,458)($5,251)$6,823 
Gain on sale or disposal of property plant & equipment37 40 75 
Gain on investment in Timber Funds (a)— — 7,482 
Log trading marketing fees— — 6 
Equity income related to Bainbridge Landing LLC joint venture (b)— 15,477 102 
Miscellaneous income (expense), net115 (562)(404)
Total($8,306)$9,704 $14,084 
(a)Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.
(b)The year ended December 31, 2022 includes $16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington. As the equity investment was co-owned with outside investors, $4.5 million of the equity income was attributable to Rayonier. See Note 5 — Noncontrolling Interests for additional information.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
18.    EMPLOYEE BENEFIT PLANS
DEFINED BENEFIT PLANS
We have one qualified non-contributory defined benefit pension plan covering a portion of itsour employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans. The CompanyWe closed enrollment in itsthe pension plans to salaried employees hired after December 31, 2005. Effective December 31, 2016, the Companywe froze benefits for all employees participating in the pension plan. In lieu of the pension plan, the Company provideswe provide those employees with an enhanced 401(k) plan match similar to what is currently provided to employees hired after December 31, 2005. Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information, along with certain assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.
In December 2022, the Rayonier Board of Directors approved the resolution to terminate the Defined Benefit Plan and notified impacted parties of the termination and alternative distribution options. The Defined Benefit Plan was terminated on February 28, 2023. On July 20, 2023, the Rayonier Board of Directors approved the resolution to terminate the unfunded plan and will distribute all benefits in accordance with Section 409A of the Internal Revenue Code. The unfunded plan was terminated on July 31, 2023. In the fourth quarter of 2023, distributions were made to settle the obligation with participants in the Defined Benefit Plan electing the lump sum distribution option. The settlement resulted in the recognition of a $2.0 million loss. The loss was recognized in the “Interest and other miscellaneous income, net” line item of the Consolidated Statements of Income. We expect to recognize additional pre-tax non-cash pension settlement charges related to the actuarial losses in AOCI upon settlement of the remaining obligations of the Defined Benefit and Excess Benefit Plans. These charges are currently expected to occur in 2024, with the specific timing and final amounts dependent upon several factors. See Note 24 — Accumulated Other Comprehensive Income for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following tables set forth the change in the projected benefit obligation and plan assets and reconcile the funded status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement benefit plans for the two years ended December 31:
 PensionPostretirement
 2023202220232022
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year$70,062 $93,799 $1,421 $1,890 
Service cost— — 4 7 
Interest cost3,374 2,434 70 51 
Actuarial loss (gain)4,356 (22,376)10 (513)
Benefits paid(3,924)(3,609)(14)(14)
Expenses paid(653)(186)— — 
Settlement(10,073)— — — 
Projected benefit obligation at end of year$63,142 $70,062 $1,491 $1,421 
 Pension Postretirement
 2017 2016 2017 2016
Change in Projected Benefit Obligation       
Projected benefit obligation at beginning of year
$81,752
 
$84,005
 
$1,285
 
$1,159
Service cost—
 1,307
 6
 4
Interest cost3,259
 3,474
 53
 42
Curtailment gain—
 (5,447) —
 —
Actuarial loss6,123
 1,296
 89
 99
Benefits paid(3,148) (2,883) (13) (19)
Projected benefit obligation at end of year
$87,986
 
$81,752
 
$1,420
 
$1,285
Change in Plan Assets
Fair value of plan assets at beginning of year$62,843 $85,079 — — 
Actual return on plan assets6,356 (18,527)— — 
Employer contributions201 86 14 14 
Benefits paid(3,924)(3,609)(14)(14)
Other expense(653)(186)— — 
Settlement(10,073)— — — 
Fair value of plan assets at end of year$54,750 $62,843 — — 
Funded Status at End of Year:
Net accrued benefit cost($8,392)($7,219)($1,491)($1,421)
Change in Plan Assets       
Fair value of plan assets at beginning of year
$51,114
 
$50,970
 —
 —
Actual return on plan assets9,909
 3,557
 —
 —
Employer contributions90
 29
 13
 19
Benefits paid(3,148) (2,883) (13) (19)
Other expense(588) (559) —
 —
Fair value of plan assets at end of year
$57,377
 
$51,114
 —
 —
Amounts Recognized in the Consolidated
Balance Sheets Consist of:
Current liabilities($8,392)($86)($52)($50)
Noncurrent liabilities— (7,133)(1,439)(1,371)
Net amount recognized($8,392)($7,219)($1,491)($1,421)
Funded Status at End of Year:       
Net accrued benefit cost
($30,609) 
($30,638) 
($1,420) 
($1,285)
Amounts Recognized in the Consolidated       
Balance Sheets Consist of:       
Current liabilities
($92) 
($36) 
($32) 
($30)
Noncurrent liabilities(30,517) (30,602) (1,388) (1,255)
Net amount recognized
($30,609) 
($30,638) 
($1,420) 
($1,285)
Net gains or losses recognized in other comprehensive income for the three years ended December 31 are as follows:
 Pension Postretirement
 2017 2016 2015 2017 2016 2015
Net (losses) gains
($583) 
$3,119
 
($477) 
($89) 
($99) 
$123


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

Net gains or losses and prior service costs or credits reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows:
 Pension Postretirement
 2017 2016 2015 2017 2016 2015
Amortization of losses (gains)
$466
 
$2,526
 
$3,733
 
($1) 
($13) 
$12
Amortization of prior service cost—
 —
 13
 —
 —
 —
Net losses that have not yet been included in pension and postretirement expense for the two years ended December 31, which have been recognized as a component of AOCI are as follows:
 Pension Postretirement
 2017 2016 2017 2016
Net (losses) gains
($22,183) 
($22,065) 
($157) 
($67)
Deferred income tax benefit1,927
 1,927
 6
 6
AOCI
($20,256) 
($20,138) 
($151) 
($61)

For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years ended December 31:
 20232022
Projected benefit obligation$63,142 $70,062 
Accumulated benefit obligation63,142 70,062 
Accumulated postretirement benefit obligation1,491 1,421 
Fair value of plan assets54,750 62,843 
 2017 2016
Projected benefit obligation
$87,986
 
$81,752
Accumulated benefit obligation87,986
 81,752
Fair value of plan assets57,377
 51,114
The following tables set forth the components of net pension and postretirement benefit (credit) cost that have been recognized during the three years ended December 31:
 Pension Postretirement
 2017 2016 2015 2017 2016 2015
Components of Net Periodic Benefit (Credit) Cost           
Service cost—
 
$1,307
 
$1,484
 
$6
 
$4
 
$11
Interest cost3,259
 3,474
 3,319
 53
 42
 52
Expected return on plan assets(3,781) (4,030) (4,027) —
 —
 —
Amortization of prior service cost—
 —
 13
 —
 —
 —
Amortization of losses (gains)466
 2,526
 3,733
 (1) (13) 12
Net periodic benefit (credit) cost (a)
($56) 
$3,277
 
$4,522
 
$58
 
$33
 
$75

115
The estimated pre-tax amounts that will be amortized from AOCI into net periodic benefit cost in 2018 are as follows:
 Pension Postretirement
Amortization of loss
$635
 
$2


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

ACTUARIAL (GAIN) LOSS
PENSION
Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows:
•Changes in participant demographics resulted in an actuarial loss of approximately $0.4 million.
•Changes in the discount rate resulted in an actuarial gain of approximately $0.2 million.
•Changes in plan assets during the fiscal year ending December 31, 2023 resulted in an investment gain of $2.9 million, which is due to the difference between the 4.97% expected return compared to the actual return of 10.77%.
•Liability adjustment of 5% for in-pay participants and 20% for not-in-pay participants resulted in an actuarial loss of approximately $4.2 million.
POSTRETIREMENT
The actuarial gains and losses contributing to the period change in the benefit obligation were not material.
OTHER COMPREHENSIVE INCOME
Net gains or losses recognized in other comprehensive (loss) income for the three years ended December 31 are as follows:
 PensionPostretirement
 202320222021202320222021
Net (losses) gains($1,438)$362 $11,262 ($11)$512 $40 
Net gains or losses reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows:
 PensionPostretirement
 202320222021202320222021
Amortization of losses$6 $738 $1,154 — $15 $20 
Net settlement loss$2,036 — — — — — 


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
ACCUMULATED OTHER COMPREHENSIVE INCOME/LOSS (“AOCI”)
Net losses that have not yet been included in pension and postretirement expense for the two years ended December 31, but have been recognized as a component of AOCI are as follows:
 PensionPostretirement
 2023202220232022
Net (losses) income($10,923)($11,527)$85 $96 
Deferred income tax benefit1,216 1,216 6 6 
AOCI($9,707)($10,311)$91 $102 
NET PENSION AND POSTRETIREMENT BENEFIT COST (CREDIT)
The following tables set forth the components of net pension and postretirement benefit cost (credit) that have been recognized during the three years ended December 31:
 PensionPostretirement
 202320222021202320222021
Components of Net Periodic Benefit Cost (Credit)
Service cost— — — $4 $7 $8 
Interest cost3,374 2,434 2,228 70 51 45 
Expected return on plan assets(3,439)(3,486)(3,746)— — — 
Amortization of losses6 738 1,154 — 15 20 
Settlement expense2,036 — — — — — 
Net periodic benefit cost (credit)$1,977 ($314)($364)$74 $73 $73 
The service cost component of our benefit expense is recorded within the operating expense line item “Selling and general expenses” within the Consolidated Statements of Income. All other components of the benefit costs expense are included within the “Interest and other miscellaneous income, net” line item of the Consolidated Statements of Income.
VALUATION ASSUMPTIONS
The following table sets forth the principal assumptions inherent in the determination of benefit obligations and net periodic benefit cost of the pension and postretirement benefit plans as of December 31:
 PensionPostretirement
 202320222021202320222021
Assumptions used to determine benefit obligations at December 31:
Discount rate4.99 %4.96 %2.65 %4.81 %5.01 %2.75 %
Assumptions used to determine net periodic benefit cost for years ended December 31:
Discount rate4.96 %2.65 %2.26 %5.01 %2.75 %2.42 %
Expected long-term return on plan assets4.97 %4.97 %5.72 %— — — 
 Pension Postretirement
 2017 2016 2015 2017 2016 2015
Assumptions used to determine benefit obligations at December 31:           
Discount rate3.48% 4.01% 4.20% 3.56% 4.12% 4.34%
Rate of compensation increase—
 4.16% 4.50% 4.50% 4.50% 4.50%
Assumptions used to determine net periodic benefit cost for years ended December 31:           
Discount rate4.01% 4.20% 3.80% 4.12% 4.34% 3.96%
Expected long-term return on plan assets7.17% 7.70% 7.70% —
 —
 —
Rate of compensation increase—
 4.16% 4.50% 4.50% 4.50% 4.50%
DISCOUNT RATE
At December 31, 2017,2023, the pension plan’s weighted average discount rate was 3.5%,4.99%. The discount rate for the defined benefit pension plan is derived from the Financial Times Stock Exchange (FTSE) Above Median AA Yield Curve, which closely approximatesserves as a proxy for interest rates used by annuity providers. The discount rate for the unfunded plan was based on high quality, long-term obligations. the single effective interest rate that produced the same present value as that produced by the Plan’s expected benefit payments when discounted using the Internal Revenue Code Section 417(e) segment rates applicable for lump sum payments in 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

EXPECTED LONG-TERM RETURN ON PLAN ASSETS
In 2017,2023, the expected return on plan assets was reduced to 7.2%4.97%, which is based on historical returns on current asset allocations and expected long-term rates of return on broad equity and bond indices and consideration ofreturns using the actual annualized rate of return. The Company utilizes this information in developing assumptions for returns, and risks and correlation of asset classes, which are then used to establish the asset allocation ranges.Black-Litterman method.
INVESTMENT OF PLAN ASSETS
The Company’s pension plans’ asset allocation (excluding short-term investments) at December 31, 2017 and 2016, and target allocation ranges by asset category are as follows:
 
Percentage of 
Plan Assets
 
Target
Allocation
Range
Asset Category2017 2016 
Domestic equity securities41% 41% 35-45%
International equity securities26% 25% 20-30%
Domestic fixed income securities26% 26% 25-29%
International fixed income securities4% 5% 3-7%
Real estate fund3% 3% 2-4%
Total100% 100%  
The Company’sOur Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the pension plans’ investment program, which is designed to maximize returns and provide sufficient liquidity to meet plan obligations while maintaining acceptable risk levels. The investment approach emphasizes diversification by allocating the plans’ assets among asset categories and selecting investment managers whose various investment methodologies will be minimally correlative with each other.
In 2020, we transitioned to a liability-driven investment (“LDI”) strategy. An LDI strategy focuses on maintaining a close to fully-funded status over the long-term with minimal funded status risk. This is achieved by investing more of the plan assets in fixed income instruments to more closely match the duration of the plan liability. The investment allocation to fixed income instruments will increase as the plans' funded status increases. Investment target allocation percentages for equity securities can range up to 80 percent.
Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2023 and 2022 are as follows:
 Percentage of 
Plan Assets
Asset Category20232022
Domestic equity securities15 %28 %
International equity securities9 %20 %
Domestic fixed income securities75 %50 %
Real estate fund1 %2 %
Total100 %100 %
Investments within the equity categories may include large capitalization, small capitalization and emerging market securities, while the international fixed income portfolio may include emerging markets debt.securities. Pension assets did not include a direct investment in Rayonier common stock atshares during the years ended December 31, 2017 or 2016.2023 and 2022.


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RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

FAIRNET ASSET VALUE MEASUREMENTS
The following table sets forth by level, within the fair value hierarchy (see Note 2 — Summary of Significant Accounting Policiesfor definition), the assets of the plans as of December 31, 2017 and 2016.
 Fair Value at December 31, 2017 Fair Value at December 31, 2016
Asset CategoryLevel 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Investments at Fair Value:               
     Mutual Funds
$8,986
 —
 —
 
$8,986
 
$13,962
 —
 —
 
$13,962
Investments at Net Asset Value:

 

   

 

 

   

     Common Collective Trusts

 

   48,391
 

 

   37,152
Total Investments at Fair Value

 

   
$57,377
 

 

   
$51,114
The valuation methodology used for measuring the fair value of these asset categories was as follows:
Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the plan are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the plan are deemed to be actively traded and to be Level 1 investments.
Collective trust fundsSeparate investment accounts are measured using the unit value calculated based on the Net Asset Value (“NAV”) of the underlying assets. The NAV is based on the fair value of the underlying investments held by each fund less liabilities divided by the units outstanding as of the valuation date. These funds are not publicly traded; however, the unit price calculation is based on observable market inputs of the funds’ underlying assets.
The Company did not have Level 2 or Level 3following table sets forth the net asset value of the plan assets atas of December 31, 2017 and 2016.2023 or 2022:
December 31, 2023December 31, 2022
Asset Category
Investments at Net Asset Value:
     Separate Investment Accounts$54,750 $62,843 
Total Investments at Net Asset Value$54,750 $62,843 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
CASH FLOWS
ExpectedOur expected benefit payments to be made for the next 10 years are as follows:
 Pension
Benefits (a)		Postretirement
Benefits
2024$63,142 $52 
2025— 57 
2026— 63 
2027— 67 
2028— 70 
2029-2033— 414 
 
Pension
Benefits
 
Postretirement
Benefits
2018
$3,315
 
$32
20193,478
 35
20203,670
 37
20213,770
 40
20224,028
 43
2023 - 202721,803
 260
(a)Reflects the expected settlement of the Defined Benefit Plan and Excess Benefit Plan in 2024.
We expect to make cash contributions in 2024 of approximately $7.2 million in order to fund the Defined Benefit Plan on a plan termination basis. The Company hasDefined Benefit Plan will be settled upon completion of the purchase of annuity contracts. The settlement is expected to be completed by the end of June 30, 2024. The Excess Benefit Plan will be settled entirely with lump sum payments upon termination with expected cash contributions in 2024 of approximately $2.9 million of pension contribution requirements in 2018.$1.2 million. Projected cash contributions are an estimate, as actual amounts and timing are dependent upon several factors.
DEFINED CONTRIBUTION PLANS
The Company providesWe provide a defined contribution plansplan to all of its hourly and salariedour eligible employees. Company match contributions charged to expense for these plans were $0.8$2.5 million, $0.7$2.5 million and $0.7$2.2 million for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. Rayonier Hourly and Salaried Defined Contribution Plans includeThe defined contribution plan includes Rayonier common stockshares with a fair market value of $12.3$8.1 million and $12.8$8.3 million at December 31, 20172023 and 2016,2022, respectively. As of June 1, 2016, the Rayonier Inc. Common Stock Fund was closed to new contributions. Transfers out of the fund will continue to be permitted, but no new investments or transfers into the fund are allowed.
As discussed above, the defined benefit pension plan is currently frozen. In lieu of the pension plan, employees are eligible to receive an enhanced match contribution. Company enhanced match contributions charged to expense for the years ended December 31, 2017, 2016 and 2015 were $0.8 million, $0.5 million and $0.4 million, respectively.




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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

19.    INCENTIVE STOCK PLANS
16.INCENTIVE STOCK PLANS

The 2023 Rayonier Incentive Stock Plan (“the(the “Stock Plan”) was approved by shareholders on May 18, 2023. The Stock Plan”) providesPlan allows for up to 15.83.0 million shares to be granted for incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock, and restricted stock units, other stock-based awards or any combination of the foregoing, subject to certain limitations. At December 31, 2017,2023, a total of 5.12.5 million shares were available for future grants under the Stock Plan. Grants can no longer be made under prior plans. Under the Stock Plan, shares available for issuance may be increased by awards made under the Stock Plan, or awards granted under a prior plan, that are reduced by 1 share for each option or right granted and by 2.27 shares for each performance share, restricted share or restricted stock unit granted. The Company issues new sharesforfeited, terminated, expire unexercised, are settled in cash in lieu of stock, are exchanged for other awards or are released from a reserve for failure to meet the maximum payout under a program. In the event that withholding tax liabilities arising from an award under this Stock Plan, other than options or stock appreciation rights, are satisfied in shares, the shares available under the Stock Plan will be increased. We issue new common shares upon the exercise of stock options, the granting of restricted stock, and the vesting of performance shares.shares and restricted stock units. The Stock Plan allows for the cash settlement of the required withholding tax on share or unit awards.
A summary of the Company’sour stock-based compensation cost is presented below:
 2017 2016 2015
Selling and general expenses
$4,784
 
$4,607
 
$3,752
Cost of sales556
 487
 635
Timber and Timberlands, net (a)56
 42
 97
Total stock-based compensation
$5,396
 
$5,136
 
$4,484
      
Tax benefit recognized related to stock-based compensation expense (b)
$249
 
$483
 
$302
 202320222021
Selling and general expenses$12,710 $10,767 $8,255 
Cost of sales986 1,226 816 
Timber and Timberlands, net (a)306 363 206 
Total stock-based compensation$14,002 $12,356 $9,277 
Tax benefit recognized related to stock-based compensation expense (b)$677 $603 $487 
(a)Represents amounts capitalized as part of the overhead allocation of timber-related costs.
(b)A valuation allowance is recorded against the tax benefit recognized as the Company does not expect to be able to realize the benefit in the future.
(a)Represents amounts capitalized as part of the overhead allocation of timber-related costs.
(b)A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future.
FAIR VALUE CALCULATIONS BY AWARD
RESTRICTED STOCK UNITS & RESTRICTED STOCK
Restricted stock units granted to employees under the Stock Plan generally vestsvest in fourths on the first, second, third and fourth anniversary of the grant date. Restricted stock granted to senior management generally vests in thirds on the third, fourth, and fifth anniversary of the grant date. Periodically, other one-time restricted stock unit grants are issued to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon completion of, a defined period of time. Generally, holdersHolders of unvested restricted stock and restricted stock unit awards receive dividend equivalent payments on outstanding restricted shares. Restricted stock granted to membersawards. Members of the board of directors generallyare granted restricted stock, which vests immediately upon issuance and is subject to certain holding requirements. The fair value of each share granted is equal to the share price of the Company’s stock on the date of grant. Rayonier hasWe have elected to value each grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest vesting date. As permitted, we do not estimate a forfeiture rate for non-vested shares. Accordingly, unexpected forfeitures will lower stock-based compensation during the period in which they occur.
As of December 31, 2017,2023, there was $4.3$7.3 million of unrecognized compensation cost solely attributable to Rayonierour restricted stock held by Rayonier employees. The Company expectsunits. We expect to recognize this cost over a weighted average period of 3.01.9 years.
A summary As of the Company’sDecember 31, 2023, there was no unrecognized compensation cost attributable to our restricted shares is presented below:stock.
 2017 2016 2015
Restricted shares granted97,643
 106,326
 96,088
Weighted average price of restricted shares granted
$28.18
 
$25.08
 
$26.28
Intrinsic value of restricted stock outstanding (a)8,906
 6,177
 4,434
Grant date fair value of restricted stock vested1,198
 2,248
 2,632
Cash used to purchase common shares from current and former employees to pay minimum withholding tax requirements on restricted shares vested
$176
 
$178
 
$122

120
(a)Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2017.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)



A summary of our restricted stock units is presented below:
 202320222021
Restricted stock units granted207,006 130,213 129,290 
Weighted average price of restricted stock units granted$32.93 $41.81 $33.59 
Intrinsic value of restricted stock units outstanding (a)$16,068 $13,826 $15,095 
Grant date fair value of restricted stock units vested4,454 2,475 493 
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted stock units vested1,665 1,063 189 
(a)Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2023.

 2023
 Number of
Shares		Weighted
Average Grant
Date Fair Value
Non-vested Restricted Stock Units at January 1,419,484 $32.12 
Granted207,006 32.93 
Vested(142,949)31.16 
Cancelled(2,616)35.28 
Non-vested Restricted Stock Units at December 31,480,925 $32.74 
A summary of our restricted stock is presented below:
202320222021
Restricted shares granted36,403 22,800 22,140 
Weighted average price of restricted shares granted$30.22 $38.60 $37.36 
Intrinsic value of restricted stock outstanding (a)$66 $620 $3,062 
Grant date fair value of restricted stock vested1,647 2,478 3,121 
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested208 708 869 
(a)Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023.

 2023
Number of
Shares		Weighted
Average Grant
Date Fair Value
Non-vested Restricted Shares at January 1,18,808 $31.58 
Granted36,403 30.22 
Vested(53,238)30.93 
Non-vested Restricted Shares at December 31,1,973 $24.01 

121
 2017
 
Number of
Shares
 
Weighted
Average Grant
Date Fair Value
Non-vested Restricted Shares at January 1,232,231
 
$29.47
Granted97,643
 28.18
Vested(42,808) 27.98
Cancelled(5,497) 26.22
Non-vested Restricted Shares at December 31,281,569
 
$29.32
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
PERFORMANCE SHARESSHARE UNITS
The Company’sOur performance share units generally vest upon completion of a three-year period. The number of shares, if any, that are ultimately awarded is contingent upon Rayonier’sour total shareholder return versus selected peer group companies. The performance share payout is based on a market condition, and as such, the awards are valued using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the vesting period. Additionally, we do not estimate a forfeiture rate for non-vested units. As such, unexpected forfeitures will lower stock-based compensation during the period in which they occur.
The Stock Plan allows for the cash settlement of the minimum required withholding tax on performance share unit awards. As of December 31, 2017,2023, there was $4.3$4.9 million of unrecognized compensation cost related to the Company’sour performance share unit awards, which is solely attributable to awards granted in 2015, 20162021, 2022 and 2017 to Rayonier employees.2023. This cost is expected to be recognized over a weighted average period of 1.81.3 years.
A summary of the Company’sour performance share units is presented below:
202320222021
2017 2016 2015
Common shares of Company stock reserved for performance shares granted during year226,448
 250,584
 219,844
Common shares reserved for performance shares granted during year
Weighted average fair value of performance share units granted
$32.17
 
$28.79
 
$29.62
Intrinsic value of outstanding performance share units (a)10,414
 7,482
 3,822
Fair value of performance shares vested—
 —
 —
Cash used to purchase common shares from current and former employees to pay minimum withholding tax requirements on performance shares vested—
 —
 —
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on performance shares vested
(a)Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2017.
(a)Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2023.
2017 2023
Number
of Units
 
Weighted
Average Grant
Date Fair Value
 Number
of Units		Weighted
Average Grant
Date Fair Value
Outstanding Performance Share units at January 1,281,288
 
$31.35
Granted113,224
 32.17
Units Distributed
Other Cancellations/Adjustments(65,273) 38.56
Outstanding Performance Share units at December 31,329,239
 
$30.21
Expected volatility was estimated using daily returns on the Company’s common stockshares for the three-year period ending on the grant date. The risk-free rate was based on the 3-year U.S. treasuryTreasury rate on the date of the award. The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents. Grants made to Vice Presidents and above are subject to a one-year post-vest holding period and include an additional discount for liquidity. The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31, 2017:31:
 202320222021
Expected volatility29.9 %38.1 %35.6 %
Risk-free rate3.7 %2.6 %0.4 %
Liquidity discount applied to grants with a post-vesting holding restriction4.7 %4.2 %6.3 %




 2017 2016 2015
Expected volatility23.3% 25.4% 21.9%
Risk-free rate1.5% 0.9% 0.9%
122


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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

NON-QUALIFIED EMPLOYEE STOCK OPTIONS
The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing market price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is ten10 years from the grant date. At the time of the spin-off, each Rayonier stock option was converted into an adjusted Rayonier stock option and a Rayonier Advanced Materials stock option. The exercise price and number of shares subject to each stock option were adjusted in order to preserve the aggregate value of the original Rayonier stock option as measured immediately before and immediately after the spin-off.
A summary of the status of the Company’sour stock options as of and for the year ended December 31, 20172023 is presented below. The information reflects options in Rayonier common shares, including those awards held by Rayonier Advanced Materials employees.below:
2017 2023
Number of
Shares
 
Weighted
Average Exercise
Price
(per common share)
 
Weighted
Average
Remaining
Contractual Term
(in years)
 
Aggregate
Intrinsic
Value
 Number of
Shares		Weighted
Average Exercise
Price
(per common share)		Weighted
Average
Remaining
Contractual Term
(in years)		Aggregate
Intrinsic
Value
Options outstanding at January 1,1,079,800
 
$28.16
  
Granted—
 —
  
Exercised
Exercised
Exercised(229,006) 20.75
  
Cancelled or expired(9,728) 33.00
  
Cancelled or expired
Cancelled or expired
Options outstanding at December 31,
Options outstanding at December 31,
Options outstanding at December 31,841,066
 30.13
 4.2 
$2,589
Options exercisable at December 31,841,066
 
$30.13
 4.2 
$2,589
A summary of additional information pertaining to the Company’sour stock options is presented below:
2017 2016 2015 202320222021
Intrinsic value of options exercised (a)
$1,993
 
$539
 
$773
Fair value of options vested6,138
 1,317
 1,938
Cash received from exercise of options4,751
 1,576
 2,117
Cash received from exercise of options
Cash received from exercise of options
(a)Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option.
(a)Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option.
As of December 31, 2017,2023, compensation cost related to Rayonier and Rayonier Advanced Materials stock options held by the Company’s employees was fully recognized.



123

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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

20.    INCOME TAXES
17.OTHER OPERATING INCOME (EXPENSE), NET
Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S. federal or state income tax. As of December 31, 2023, Rayonier owns a 98.4% interest in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership. The following table providestaxable income or loss generated by the compositionOperating Partnership is passed through and reported to its unitholders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return. Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of Other operatingHBU properties, are conducted through our TRS. The TRS subsidiaries are subject to U.S. federal and state corporate income (expense), nettax. The New Zealand timber operations are conducted by the New Zealand subsidiary, which is subject to corporate-level tax at 28% in New Zealand and is treated as a partnership for U.S. income tax purposes.
PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS
The provision for income taxes for each of the three years ended December 31:31 follows:
 202320222021
Current
U.S. federal— ($2,797)($1,893)
State(292)(371)(536)
Foreign(4,441)(2,694)(11,425)
(4,733)(5,862)(13,854)
Deferred
U.S. federal8,386 2,302 (6,288)
State1,187 1,693 (1,623)
Foreign(388)(3,583)(2,007)
9,185 412 (9,918)
Changes in valuation allowance(9,574)(3,939)9,111 
Total($5,122)($9,389)($14,661)
    A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate for each of the three years ended December 31 follows:
 202320222021
U.S. federal statutory income tax rate($38,560)(21.0)%($27,758)(21.0)%($47,280)(21.0)%
U.S. and foreign REIT income47,616 25.9 29,732 22.5 44,316 19.7 
Matariki Group and Rayonier New Zealand Ltd(3,681)(2.0)(5,038)(3.8)(12,927)(5.7)
Change in valuation allowance(9,574)(5.2)(3,939)(3.0)9,111 4.0 
REIT Built-in Gain— — (2,516)(1.9)(2,215)(1.0)
Foreign income tax withholding(1,148)(0.6)(1,239)(0.9)(505)(0.2)
Sale of Timber Funds— — — — (2,399)(1.1)
State Income Tax, Net of Federal Benefit1,322 0.7 1,424 1.1 — — 
Bainbridge Landing JV, NCI— — 2,496 1.8 — — 
Other(1,097)(0.6)(2,551)(1.9)(2,762)(1.2)
Income tax expense as reported for net income($5,122)(2.8)%($9,389)(7.1)%($14,661)(6.5)%
The Company’s effective tax rate is below the 21 percent U.S. statutory rate primarily due to tax benefits associated with being a REIT.


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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
 2017 2016 2015
Foreign currency (loss) income
($394) 
$283
 
($89)
(Loss) gain on sale or disposal of property plant & equipment(68) 85
 7
Gain (loss) on foreign currency exchange and option contracts3,438
 (645) (5,338)
Deferred payments related to prior land sales—
 8,658
 —
Costs related to business combination—
 (1,316) —
Gain on foreign currency derivatives (a)—
 1,153
 —
New Zealand JV log trading marketing fees1,222
 951
 976
Miscellaneous income (expense), net195
 (83) 896
Total
$4,393
 
$9,086
 
($3,548)
DEFERRED TAXES
Deferred income taxes result from differences between the timing of recognizing revenues and expenses for financial book purposes versus income tax purposes. The nature of the temporary differences and the resulting net deferred tax asset/liability for the two years ended December 31 follows:
 20232022
Gross deferred tax assets:
Pension, postretirement and other employee benefits$565 $489 
New Zealand subsidiary19,717 20,753 
Cellulosic Biofuel Producer Credit tax credit carry forwards13,688 13,688 
Capitalized real estate costs4,564 2,457 
U.S. TRS net operating loss30,061 23,885 
Other5,073 4,808 
Total gross deferred tax assets73,668 66,080 
Less: Valuation allowance(50,418)(40,844)
Total deferred tax assets after valuation allowance$23,250 $25,236 
Gross deferred tax liabilities:
Accelerated depreciation— (9)
New Zealand subsidiary(89,899)(88,414)
Other(3,616)(4,558)
Total gross deferred tax liabilities(93,515)(92,981)
Net deferred tax liability reported as noncurrent($70,265)($67,745)
Net operating loss (“NOL”) and tax credit carryforwards as of the two years ended December 31 follows:
Tax Effected BalanceExpiration
2023
U.S. Federal NOL Carryforwards- Post TCJA (a)$25,948 None
U.S State NOL Carryforwards (b)4,112 Various
Cellulosic Biofuel Producer Credit13,688 2024
2022
U.S. Federal NOL Carryforwards- Post TCJA (a)$20,538 None
U.S State NOL Carryforwards (b)3,347 Various
Cellulosic Biofuel Producer Credit13,688 2024
(a)The Company used foreign exchange derivatives to mitigate the risk of fluctuations in foreign exchange rates while awaiting the capital contribution to the New Zealand JV.

18.INVENTORY
As of(a)The Tax Cuts and Jobs Act (TCJA) was signed into law on December 22, 2017. The TCJA lifted the 20-year federal NOL Carryforward period. Net operating losses generated after December 31, 2017 and 2016, Rayonier’s inventory was solely comprisedhave an indefinite carryforward period.
(b)The U.S. state NOL is made up of finished goods, as follows:several jurisdictions that expire in various future years. No state NOL is set to expire before December 31, 2033.

We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more likely than not that such deferred tax assets will not be realized. Since 2015, we have had a 100% valuation allowance against the U.S. taxable REIT subsidiary's deferred tax assets, net of deferred tax liabilities. During 2023, the net deferred tax assets increased by $9.6 million. As a result, we recorded a change in the valuation allowance of $9.6 million related to the U.S. TRS's deferred tax assets, net of liabilities.


 2017 2016
Finished goods inventory   
     Real estate inventory (a)
$18,350
 
$17,059
     Log inventory5,791
 4,320
Total inventory
$24,141
 
$21,379

125
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
TAX STATUTES
The following table provides detail of the tax years that remain open to examination by the IRS and other significant taxing jurisdictions:
Taxing JurisdictionOpen Tax Years
U.S. Internal Revenue Service2020 - 2022
New Zealand Inland Revenue2018 - 2022

TAX CHARACTERISTICS OF DIVIDEND DISTRIBUTIONS
The taxable nature of the dividend distributions paid for each of the three years ended December 31 follows:
 202320222021
Total dividends/distributions paid per common share/unit (a)$1.34 $1.125 $1.08 
Tax characteristics:
Capital gain100 %100 %100 %
(a)
Represents cost of HBU real estate (including capitalized development investments) expected to be sold within 12 months. See Note 6 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.

(a)The year ended December 31, 2023 includes an additional cash dividend of $0.20 per common share. The dividend was payable January 12, 2024, to shareholders of record on December 29, 2023. This additional cash dividend will be considered a 2023 distribution for federal income tax purposes.
19.RESTRICTED CASH
21.    RESTRICTED CASH
Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary. In order to qualify for like-kind (“LKE”)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 that the LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash. As of December 31, 2017 and 2016, the Company had $59.7 million and $71.7 million, respectively, of proceeds from real estate sales classified asAdditionally, restricted cash which were deposited with an LKE intermediaryincludes 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 a real estate sale.sales.


99
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amountsThe following table provides a reconciliation of cash, cash equivalents and restricted cash in thousands unless otherwise stated)

20.OTHER ASSETS
Included in Other Assets are non-current prepaid and deferred income taxes, derivatives, goodwill in the New Zealand JV, long-term prepaid roads, and other deferred expenses including debt issuance costs related to revolving debt and capitalized software costs.
See Note 9 — Income Taxes for further information on the non-current prepaid and deferred income taxes.
See Note 13 — Derivative Financial Instruments and Hedging Activities for further information on derivatives including their classification on the Consolidated Balance Sheets.
AsSheets that sum to the total of December 31, 2017, New Zealand JV goodwill was $8.8 million and was includedthe same such amounts in the assetsConsolidated Statements of the New Zealand Timber segment. Based on a Step 1 impairment analysis performed as of October 1, 2017, there is no indication of impairment of goodwill as of December 31, 2017. Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of goodwill since the initial recognition. See Note 2 — Summary of Significant Accounting Policies for additional information on goodwill.
Changes in goodwillCash Flows for the two years ended December 31, 2017 and 2016 were:31:
20232022
Restricted cash:
Restricted cash deposited with LKE intermediary$2 $527 
Restricted cash held in escrow676 625 
Total restricted cash shown in the Consolidated Balance Sheets678 1,152 
Cash and cash equivalents207,696 114,255 
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows$208,374 $115,407 

 2017 2016
Balance, January 1 (net of $0 of accumulated impairment)
$8,679
 
$8,478
Changes to carrying amount   
Acquisitions—
 —
Impairment—
 —
Foreign currency adjustment97
 201
Balance, December 31 (net of $0 of accumulated impairment)
$8,776
 
$8,679
Costs for roads in the Pacific Northwest and New Zealand built to access particular tracts to be harvested in the upcoming 24 months to 60 months are recorded as prepaid logging and secondary roads. At December 31, 2017 and 2016, long-term prepaid roads in the Pacific Northwest were $3.7 million and $3.2 million, respectively. At December 31, 2017 and 2016, long-term secondary roads in New Zealand were $2.7 million and $2.2 million, respectively. 
Debt issuance costs related to revolving debt are capitalized and amortized to interest expense over the term of the revolving debt using a method that approximates the effective interest method. At December 31, 2017 and 2016, capitalized debt issuance costs on revolving debt were $0.3 million and $0.5 million, respectively.
Software costs are capitalized and amortized over a period not exceeding five years using the straight-line method. At December 31, 2017 and 2016, capitalized software costs were $4.1 million and $4.1 million, respectively. 

21.22.ASSETS HELD FOR SALE
Assets held for sale is composed of properties not included in inventory which are under contract and expected to be sold within the next 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9. As of December 31, 2017, there were no properties identified that met this classification. As of2023 and December 31, 2016,2022, the basis in properties meeting this classification was $23.2 million.$9.9 million and $0.7 million, respectively. Since the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized.




100126
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

23.    OTHER ASSETS
22.ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
The following table summarizesprovides the changescomposition of Other assets for the two years ended December 31:
20232022
Long-term derivative contracts (a)$55,336$76,216
Patronage equity (b)8,2927,872
Goodwill (b)7,8227,863
New Zealand long-term secondary roads (b)5,9956,971
Equity investments (c)5,947— 
Capitalized software costs (b)5,4275,795
Pacific Northwest long-term prepaid roads (b)5,3545,857
Rabbi trusts related to the Executive Severance Pay Plan (d)1,9621,869
Deferred financing costs related to revolving debt (b)604854
Carbon credits (e)4191,086
Long-term prepaid stumpage260713
Long-term deposits135212
Other2173
Total$97,555$115,481
(a)See Note 1 — Summary of Significant Accounting Policies and Note 8 — Derivative Financial Instruments and Hedging Activities for further information on derivatives including their classification on the Consolidated Balance Sheets.
(b)See Note 1 — Summary of Significant Accounting Policies for additional information.
(c)Represents the cost basis in AOCIfour joint venture entities by componentour New Zealand subsidiary, reflecting investments made for the establishment and enhancement of timber assets which the joint ventures will monetize upon maturation of the timber.
(d)The Executive Severance Pay Plan provides benefits to eligible executives in the event of a change in control of the Company.
(e)See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits.
    Changes in goodwill for the years ended December 31, 20172023 and 2016. All amounts are presented net of tax effect and exclude portions attributable to noncontrolling interest.2022 were:
20232022
Balance, January 1 (net of $0 of accumulated impairment)$7,863 $8,457 
Changes to carrying amount
Foreign currency adjustment(41)(594)
Balance, December 31 (net of $0 of accumulated impairment)$7,822 $7,863 
 Foreign currency translation gains/(losses) Net investment hedges of New Zealand JV Cash flow hedges Employee benefit plans Total
Balance as of December 31, 2015
($2,450) 
$6,271
 
($11,592) 
($25,732) 
($33,503)
Other comprehensive income before reclassifications7,387
 —
 22,024
 3,020
(b)32,431
Amounts reclassified from accumulated other comprehensive income—
 (4,606) 583
 2,513
(c)(1,510)
Net other comprehensive income/(loss)7,387
 (4,606) 22,607
 5,533
 30,921
Recapitalization of New Zealand JV3,622
 —
 (184) —
 3,438
Balance as of December 31, 2016
$8,559
 
$1,665
 
$10,831
 
($20,199) 
$856
Other comprehensive income/(loss) before reclassifications7,416
 —
 7,321
(a)(673) 14,064
Amounts reclassified from accumulated other comprehensive income—
 —
 (1,968) 465
(c)(1,503)
Net other comprehensive income/(loss)7,416
 —
 5,353
 (208) 12,561
Balance as of December 31, 2017
$15,975
 
$1,665
 
$16,184
 
($20,407) 
$13,417

127
(a)
Includes $4.2 million of other comprehensive gain related to interest rate swaps. See Note 13 — Derivative Financial Instruments and Hedging Activities for additional information.
(b)
This accumulated other comprehensive income component is comprised of $2.4 million from the annual computation of pension liabilities and a $5.4 million curtailment gain. See Note 15 — Employee Benefit Plansfor additional information.
(c)
This component of other comprehensive income is included in the computation of net periodic pension cost. See Note 15 — Employee Benefit Plansfor additional information.
The following table presents details of the amounts reclassified in their entirety from AOCI for the years ended December 31, 2017 and 2016:
Details about accumulated other comprehensive income (loss) components Amount reclassified from accumulated other comprehensive income (loss) Affected line item in the income statement
 2017 2016 
Realized (gain) loss on foreign currency exchange contracts 
($2,631) 
$759
 Other operating (income) expense, net
Realized (gain) loss on foreign currency option contracts (919) 436
 Other operating (income) expense, net
Noncontrolling interest 817
 (385) Comprehensive income (loss) attributable to noncontrolling interest
Income tax expense (benefit) from foreign currency contracts 765
 (227) Income tax (expense) benefit (Note 9)
Net (gain) loss on cash flow hedges reclassified from accumulated other comprehensive income 
($1,968) 
$583
  



101
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

23.QUARTERLY RESULTS FOR 2017 and 2016 (UNAUDITED)
(thousands of dollars, except per share amounts)24.    ACCUMULATED OTHER COMPREHENSIVE INCOME
 Quarter Ended Total Year
 Mar. 31 June 30 Sept. 30 Dec. 31 
2017         
Sales
$194,491
 
$200,964
 
$184,419
 
$239,722
 
$819,596
Cost of sales136,828
 144,610
 136,983
 149,832
 568,253
Net Income35,083
 30,773
 28,803
 66,920
 161,579
Net Income attributable to Rayonier Inc.33,843

26,161
 24,688
 64,150
 148,842
Basic EPS attributable to Rayonier Inc.
$0.27
 
$0.20
 
$0.19
 
$0.50
 
$1.17
Diluted EPS attributable to Rayonier Inc.
$0.27
 
$0.20
 
$0.19
 
$0.50
 
$1.16
          
2016         
Sales
$140,575
 
$269,171
 
$176,867
 
$229,302
 
$815,915
Cost of sales108,447
 138,480
 116,922
 162,590
 526,439
Net Income15,058
 111,579
 40,624
 50,509
 217,770
Net Income attributable to Rayonier Inc.14,472
 109,821
 39,355
 48,324
 211,972
Basic EPS attributable to Rayonier Inc.
$0.12
 
$0.90
 
$0.32
 
$0.39
 
$1.73
Diluted EPS attributable to Rayonier Inc.
$0.12
 
$0.89
 
$0.32
 
$0.39
 
$1.73

In an effort to report certain revenue    The following table summarizes the changes in AOCI by component for the years ended December 31, 2023 and expenses in a manner more representative of activities that constitute ongoing central operations, the Company has changed its classification of non-timber income, including lease and license income, carbon credit sales, log agency fees and other non-timber income,2022. All amounts are presented net of costs,tax and exclude portions attributable to noncontrolling interests.
Foreign currency translation gains/(losses)Net investment hedges of New Zealand subsidiaryCash flow hedgesEmployee benefit plansTotal Rayonier, L.P.Allocation of Operating PartnershipTotal Rayonier Inc.
Balance as of December 31, 2021$4,215 $1,321 ($9,163)($11,836)($15,463)($4,141)($19,604)
Other comprehensive (loss) income before reclassifications(22,282)— 78,166 (a)874 56,758 (1,323)55,435 
Amounts reclassified from accumulated other comprehensive income— — (1,799)753 (b)(1,046)1,028 (18)
Net other comprehensive (loss) income(22,282)— 76,367 1,627 55,712 (295)55,417 
Balance as of December 31, 2022($18,067)$1,321 $67,204 ($10,209)$40,249 ($4,436)$35,813 
Other comprehensive (loss) income before reclassifications(1,466)— 10,537 (a)(1,449)7,622 (75)7,547 
Amounts reclassified from accumulated other comprehensive income— — (21,895)2,042 (b)(19,853)1,144 (18,709)
Net other comprehensive (loss) income(1,466)— (11,358)593 (12,231)1,069 (11,162)
Balance as of December 31, 2023($19,533)$1,321 $55,846 ($9,616)$28,018 ($3,367)$24,651 
(a)The years ended December 31, 2023 and December 31, 2022 include $10.3 million and $75.0 million, respectively, of other comprehensive income related to interest rate products. See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.
(b)This component of other comprehensive income is included in the computation of net periodic pension and post-retirement costs. The year ended December 31, 2023 includes a $2.0 million pension settlement charge. See Note 18 — Employee Benefit Plansfor additional information.
    The following table presents details of the amounts reclassified in their entirety from “Other Operating Income, Net”AOCI to “Sales”net income for the years ended December 31, 2023 and “Cost of Sales.” This reclassification was applied retrospectively to all periods presented. For additional information on this classification change see Note 2 — Summary of Significant Accounting Policies. See table below for 2017 amounts prior to reclassification and 2016 amounts historically presented:2022:
Details about accumulated other comprehensive income componentsAmount reclassified from accumulated other comprehensive incomeAffected line item in the income statement
20232022
Realized loss (gain) on foreign currency exchange contracts$7,522 ($7,682)Other operating (expense) income, net
Realized loss on foreign currency option contracts446 — Other operating (expense) income, net
Noncontrolling interest(1,833)1,768 Comprehensive income attributable to noncontrolling interests
Realized (gain) loss on interest rate contracts(26,311)2,459 Interest expense
Income tax effect from net (loss) gain on foreign currency contracts(1,719)1,656 Income tax expense
Net gain on cash flow hedges reclassified from accumulated other comprehensive income($21,895)($1,799)


128
 Quarter Ended Total Year
 Mar. 31 June 30 Sept. 30 Dec. 31 
2017         
Sales
$186,512
 
$194,719
 
$177,946
 
$233,482
 
$792,659
Cost of sales136,413
 143,687
 136,583
 149,206
 565,889
          
2016         
Sales
$134,843
 
$261,550
 
$171,421
 
$220,464
 
$788,278
Cost of sales107,971
 138,194
 116,624
 161,918
 524,707




102
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

25.    RELATED PARTY
24.CONSOLIDATING FINANCIAL STATEMENTS
In January 2020, we entered into an agreement to sell developed lots to Mattamy Jacksonville LLC, a wholly owned subsidiary of Mattamy Homes, for an aggregate base purchase price of $4.45 million (subject to multiple takedowns over a 2 year period), plus additional consideration as to each lot to the extent the ultimate sales price of each finished home exceeded agreed price thresholds (the “Mattamy Contract”). In May 2021, we entered into an amendment to the original agreement, which sold additional lots to Mattamy for an aggregate base purchase price of $1.0 million. The condensed consolidating financial information below follows the same accounting policies as described in the consolidated financial statements, except for the useMattamy contract also included marketing fee revenue based on a percentage of the equity methodsales price of accounting to reflect ownership interests in wholly-owned subsidiaries, which are eliminated upon consolidation,each finished home.
In September 2020, Keith Bass, a member of our Board of Directors, was named the Chief Executive Officer of Mattamy Homes US. Following this development, the Mattamy Contract and the allocation of certain expenses of Rayonier Inc. incurred forongoing obligations therein, were reviewed by the benefit of its subsidiaries.
In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022. In connection with these notes, the Company provides the following condensed consolidating financial informationNominating and Corporate Governance Committee in accordance with SEC Regulation S-X Rule 3-10, Financialestablished policies and procedures regarding the authorization and approval of transactions with related parties.
The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated Statements of GuarantorsIncome and IssuersComprehensive Income for the three years ended December 31:
Related Party TransactionLocation on Statement of Income and Comprehensive Income202320222021
Mattamy ContractSales (a)— $916 $2,656 
(a)The year ended December 31, 2021 excludes approximately $0.3 million of Guaranteed Securities Registered or Being Registered.cash received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees.
The subsidiary guarantors, Rayonier Operating Company LLC (“ROC”) and Rayonier TRS Holdings Inc., are wholly-owned byAll consideration due under this contract was received from Mattamy Homes as of December 31, 2022. There were no new agreements entered into with Mattamy Homes during the parent company, Rayonier Inc. The notes are fully and unconditionally guaranteed on a joint and several basis by the guarantor subsidiaries.year ended December 31, 2023.

129
 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2017
 Rayonier Inc.
(Parent Issuer)		 Subsidiary Guarantors 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
SALES—
 —
 
$819,596
 —
 
$819,596
Costs and Expenses         
Cost of sales—
 —
 568,253
 —
 568,253
Selling and general expenses—
 16,797
 23,448
 —
 40,245
Other operating expense (income), net—
 479
 (4,872) —
 (4,393)
 —
 17,276
 586,829
 —
 604,105
OPERATING (LOSS) INCOME—
 (17,276) 232,767
 —
 215,491
Interest expense(12,556) (19,699) (1,816) —
 (34,071)
Interest and miscellaneous income (expense), net9,679
 2,878
 (10,717) —
 1,840
Equity in income from subsidiaries151,719
 186,388
 —
 (338,107) —
INCOME BEFORE INCOME TAXES148,842
 152,291
 220,234
 (338,107) 183,260
Income tax expense—
 (572) (21,109) —
 (21,681)
NET INCOME148,842
 151,719
 199,125
 (338,107) 161,579
Less: Net income attributable to noncontrolling interest—
 —
 12,737
 —
 12,737
NET INCOME ATTRIBUTABLE TO RAYONIER INC.148,842
 151,719
 186,388
 (338,107) 148,842
OTHER COMPREHENSIVE INCOME         
Foreign currency translation adjustment7,416
 —
 9,114
 (7,416) 9,114
New Zealand joint venture cash flow hedges5,353
 4,214
 1,479
 (5,353) 5,693
Actuarial change and amortization of pension and postretirement plan liabilities(208) (208) —
 208
 (208)
Total other comprehensive income12,561
 4,006
 10,593
 (12,561) 14,599
COMPREHENSIVE INCOME161,403
 155,725
 209,718
 (350,668) 176,178
Less: Comprehensive income attributable to noncontrolling interest—
 —
 14,775
 —
 14,775
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$161,403
 
$155,725
 
$194,943
 
($350,668) 
$161,403


103
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2016
 Rayonier Inc.
(Parent Issuer)		 Subsidiary Guarantors 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
SALES—
 —
 
$815,915
 —
 
$815,915
Costs and Expenses         
Cost of sales—
 —
 526,439
 —
 526,439
Selling and general expenses—
 15,253
 27,532
 —
 42,785
Other operating expense (income), net—
 448
 (9,534) —
 (9,086)
 —
 15,701
 544,437
 —
 560,138
OPERATING (LOSS) INCOME—
 (15,701) 271,478
 —
 255,777
Interest expense(12,555) (16,775) (2,915) —
 (32,245)
Interest and miscellaneous income (expense), net8,613
 2,750
 (12,061) —
 (698)
Equity in income from subsidiaries215,914
 246,193
 —
 (462,107) —
INCOME BEFORE INCOME TAXES211,972
 216,467
 256,502
 (462,107) 222,834
Income tax expense—
 (553) (4,511) —
 (5,064)
NET INCOME211,972
 215,914
 251,991
 (462,107) 217,770
Less: Net income attributable to noncontrolling interest—
 —
 5,798
 —
 5,798
NET INCOME ATTRIBUTABLE TO RAYONIER INC.211,972
 215,914
 246,193
 (462,107) 211,972
OTHER COMPREHENSIVE INCOME         
Foreign currency translation adjustment2,780
 (4,606) 10,930
 (2,782) 6,322
New Zealand joint venture cash flow hedges22,607
 21,422
 1,401
 (22,608) 22,822
Actuarial change and amortization of pension and postretirement plan liabilities5,533
 5,533
 —
 (5,533) 5,533
Total other comprehensive income30,920
 22,349
 12,331
 (30,923) 34,677
COMPREHENSIVE INCOME242,892
 238,263
 264,322
 (493,030) 252,447
Less: Comprehensive income attributable to noncontrolling interest—
 —
 9,555
 —
 9,555
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$242,892
 
$238,263
 
$254,767
 
($493,030) 
$242,892



104
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2015
 Rayonier Inc.
(Parent Issuer)		 Subsidiary Guarantors 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
SALES—
 —
 
$568,800
 —
 
$568,800
Costs and Expenses         
Cost of sales—
 —
 441,718
 —
 441,718
Selling and general expenses—
 20,468
 25,282
 —
 45,750
Other operating (income) expense, net—
 (404) 3,952
 —
 3,548
 —
 20,064
 470,952
 —
 491,016
OPERATING (LOSS) INCOME—
 (20,064) 97,848
 —
 77,784
Interest expense(12,703) (9,135) (9,861) —
 (31,699)
Interest and miscellaneous income (expense), net7,789
 2,612
 (13,404) —
 (3,003)
Equity in income from subsidiaries51,079
 75,532
 —
 (126,611) —
INCOME BEFORE INCOME TAXES46,165
 48,945
 74,583
 (126,611) 43,082
Income tax benefit (expense)—
 2,134
 (1,275) —
 859
NET INCOME46,165
 51,079
 73,308
 (126,611) 43,941
Less: Net loss attributable to noncontrolling interest—
 —
 (2,224) —
 (2,224)
NET INCOME ATTRIBUTABLE TO RAYONIER INC.46,165
 51,079
 75,532
 (126,611) 46,165
OTHER COMPREHENSIVE (LOSS) INCOME      

  
Foreign currency translation adjustment(21,567) 7,922
 (40,373) 21,567
 (32,451)
New Zealand joint venture cash flow hedges(10,042) (10,195) 234
 10,042
 (9,961)
Actuarial change and amortization of pension and postretirement plan liabilities2,933
 2,933
 —
 (2,933) 2,933
Total other comprehensive (loss) income(28,676) 660
 (40,139) 28,676
 (39,479)
COMPREHENSIVE INCOME17,489
 51,739
 33,169
 (97,935) 4,462
Less: Comprehensive loss attributable to noncontrolling interest—
 —
 (13,027) —
 (13,027)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$17,489
 
$51,739
 
$46,196
 
($97,935) 
$17,489



105
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

 CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2017
 Rayonier Inc.
(Parent Issuer)		 Subsidiary Guarantors 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
ASSETS         
CURRENT ASSETS         
Cash and cash equivalents
$48,564
 
$25,042
 
$39,047
 —
 
$112,653
Accounts receivable, less allowance for doubtful accounts—
 3,726
 23,967
 —
 27,693
Inventory—
 —
 24,141
 —
 24,141
Prepaid logging roads—
 —
 11,207
 —
 11,207
Prepaid expenses—
 759
 4,027
 —
 4,786
Other current assets—
 14
 3,033
 —
 3,047
Total current assets48,564
 29,541
 105,422
 —
 183,527
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION—
 —
 2,462,066
 —
 2,462,066
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS—
 —
 80,797
 —
 80,797
NET PROPERTY, PLANT AND EQUIPMENT—
 21
 23,357
 —
 23,378
RESTRICTED CASH—
 —
 59,703
 —
 59,703
INVESTMENT IN SUBSIDIARIES1,531,156
 2,814,408
 —
 (4,345,564) —
INTERCOMPANY RECEIVABLE40,067
 (628,167) 588,100
 —
 —
OTHER ASSETS2
 12,680
 36,328
 —
 49,010
TOTAL ASSETS
$1,619,789
 
$2,228,483
 
$3,355,773
 
($4,345,564) 
$2,858,481
LIABILITIES AND SHAREHOLDERS’ EQUITY         
CURRENT LIABILITIES         
Accounts payable—
 
$2,838
 
$22,310
 —
 
$25,148
Current maturities of long-term debt—
 —
 3,375
 —
 3,375
Accrued taxes—
 48
 3,733
 —
 3,781
Accrued payroll and benefits—
 5,298
 4,364
 —
 9,662
Accrued interest3,047
 1,995
 12
 —
 5,054
Deferred revenue—
 —
 9,721
 —
 9,721
Other current liabilities—
 564
 11,243
 —
 11,807
Total current liabilities3,047
 10,743
 54,758
 —
 68,548
LONG-TERM DEBT323,434
 663,570
 35,000
 —
 1,022,004
PENSION AND OTHER POSTRETIREMENT BENEFITS—
 32,589
 (684) —
 31,905
OTHER NON-CURRENT LIABILITIES—
 9,386
 33,698
 —
 43,084
INTERCOMPANY PAYABLE(299,715) (18,961) 318,676
 —
 —
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY1,593,023
 1,531,156
 2,814,408
 (4,345,564) 1,593,023
Noncontrolling interest—
 —
 99,917
 —
 99,917
TOTAL SHAREHOLDERS’ EQUITY1,593,023
 1,531,156
 2,914,325
 (4,345,564) 1,692,940
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$1,619,789
 
$2,228,483
 
$3,355,773
 
($4,345,564) 
$2,858,481



106
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

 CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2016
 Rayonier Inc.
(Parent Issuer)		 Subsidiary Guarantors 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
ASSETS         
CURRENT ASSETS         
Cash and cash equivalents
$21,453
 
$9,461
 
$54,995
 —
 
$85,909
Accounts receivable, less allowance for doubtful accounts—
 2,991
 17,673
 —
 20,664
Inventory—
 —
 21,379
 —
 21,379
Prepaid logging roads—
 —
 10,228
 —
 10,228
Prepaid expenses—
 427
 1,152
 —
 1,579
Assets held for sale—
 —
 23,171
 —
 23,171
Other current assets—
 236
 1,638
 —
 1,874
Total current assets21,453
 13,115
 130,236
 —
 164,804
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION—
 —
 2,291,015
 —
 2,291,015
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS—
 —
 70,374
 —
 70,374
NET PROPERTY, PLANT AND EQUIPMENT—
 177
 13,857
 —
 14,034
RESTRICTED CASH—
 —
 71,708
 —
 71,708
INVESTMENT IN SUBSIDIARIES1,422,081
 2,671,428
 —
 (4,093,509) —
INTERCOMPANY RECEIVABLES26,472
 (611,571) 585,099
 —
 —
OTHER ASSETS2
 46,846
 26,977
 —
 73,825
TOTAL ASSETS
$1,470,008
 
$2,119,995
 
$3,189,266
 
($4,093,509) 
$2,685,760
LIABILITIES AND SHAREHOLDERS’ EQUITY         
CURRENT LIABILITIES         
Accounts payable—
 
$1,194
 
$21,143
 —
 
$22,337
Current maturities of long-term debt31,676
 —
 —
 —
 31,676
Accrued taxes—
 (111) 2,768
 —
 2,657
Accrued payroll and benefits—
 5,013
 4,264
 —
 9,277
Accrued interest3,047
 2,040
 253
 —
 5,340
Deferred revenue—
 —
 9,099
 —
 9,099
Other current liabilities—
 165
 11,415
 —
 11,580
Total current liabilities34,723
 8,301
 48,942
 —
 91,966
LONG-TERM DEBT291,390
 663,343
 75,472
 —
 1,030,205
PENSION AND OTHER POSTRETIREMENT BENEFITS—
 32,541
 (685) —
 31,856
OTHER NON-CURRENT LIABILITIES—
 12,690
 22,291
 —
 34,981
INTERCOMPANY PAYABLE(267,715) (18,961) 286,676
 —
 —
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY1,411,610
 1,422,081
 2,671,428
 (4,093,509) 1,411,610
Noncontrolling interest—
 —
 85,142
 —
 85,142
TOTAL SHAREHOLDERS’ EQUITY1,411,610
 1,422,081
 2,756,570
 (4,093,509) 1,496,752
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$1,470,008
 
$2,119,995
 
$3,189,266
 
($4,093,509) 
$2,685,760


107
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2017
 Rayonier Inc.
(Parent Issuer)		 Subsidiary Guarantors 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
($48,104) 
$111,431
 
$192,957
 —
 
$256,284
INVESTING ACTIVITIES         
Capital expenditures—
 —
 (65,345) —
 (65,345)
Real estate development investments—
 —
 (15,784) —
 (15,784)
Purchase of timberlands—
 —
 (242,910) —
 (242,910)
Net proceeds from Large Dispositions—
 —
 95,243
 —
 95,243
Rayonier office building under construction—
 —
 (6,084) —
 (6,084)
Change in restricted cash—
 —
 12,005
 —
 12,005
Investment in subsidiaries—
 38,546
 —
 (38,546) —
Other—
 —
 (373) —
 (373)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES—
 38,546
 (223,248) (38,546) (223,248)
FINANCING ACTIVITIES         
Issuance of debt—
 25,000
 38,389
 —
 63,389
Repayment of debt—
 (15,000) (85,157) —
 (100,157)
Dividends paid(127,069) —
 —
 —
 (127,069)
Proceeds from the issuance of common shares4,751
 —
 —
 —
 4,751
Proceeds from the issuance of common shares from equity offering, net of costs152,390
 —
 —
 —
 152,390
Repurchase of common shares(176) —
 —
 —
 (176)
Issuance of intercompany notes(32,000) —
 32,000
 —
 —
Intercompany distributions77,319
 (144,396) 28,531
 38,546
 —
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES75,215
 (134,396) 13,763
 38,546
 (6,872)
EFFECT OF EXCHANGE RATE CHANGES ON CASH—
 —
 580
 —
 580
CASH AND CASH EQUIVALENTS         
Change in cash and cash equivalents27,111
 15,581
 (15,948) —
 26,744
Balance, beginning of year21,453
 9,461
 54,995
 —
 85,909
Balance, end of year
$48,564
 
$25,042
 
$39,047
 —
 
$112,653




108
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2016
 Rayonier Inc.
(Parent Issuer)		 Subsidiary Guarantors 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
($7,480) 
$113,775
 
$97,506
 —
 
$203,801
INVESTING ACTIVITIES         
Capital expenditures—
 —
 (58,723) —
 (58,723)
Real estate development investments—
 —
 (8,746) —
 (8,746)
Purchase of timberlands—
 —
 (366,481) —
 (366,481)
Assets purchased in business acquisition—
 —
 (887) —
 (887)
Net proceeds from Large Disposition—
 —
 203,862
 —
 203,862
Rayonier office building under construction—
 —
 (6,307) —
 (6,307)
Change in restricted cash—
 —
 (48,184) —
 (48,184)
Investment in subsidiaries—
 (293,820) —
 293,820
 —
Other—
 —
 2,311
 —
 2,311
CASH USED FOR INVESTING ACTIVITIES—
 (293,820) (283,155) 293,820
 (283,155)
FINANCING ACTIVITIES         
Issuance of debt—
 548,000
 147,916
 —
 695,916
Repayment of debt—
 (140,000) (318,415) —
 (458,415)
Dividends paid(122,845) —
 —
 —
 (122,845)
Proceeds from the issuance of common shares1,576
 —
 —
 —
 1,576
Repurchase of common shares(690) —
 —
 —
 (690)
Debt issuance costs—
 (818) —
 —
 (818)
Issuance of intercompany notes(12,000) —
 12,000
 —
 —
Intercompany distributions160,597
 (230,893) 364,116
 (293,820) —
Other(177) —
 (124) —
 (301)
CASH PROVIDED BY FINANCING ACTIVITIES26,461
 176,289
 205,493
 (293,820) 114,423
EFFECT OF EXCHANGE RATE CHANGES ON CASH—
 —
 (937) —
 (937)
CASH AND CASH EQUIVALENTS         
Change in cash and cash equivalents18,981
 (3,756) 18,907
 —
 34,132
Balance, beginning of year2,472
 13,217
 36,088
 —
 51,777
Balance, end of year
$21,453
 
$9,461
 
$54,995
 —
 
$85,909



109
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)

 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2015
 Rayonier Inc.
(Parent Issuer)		 Subsidiary Guarantors 
Non-
guarantors
 
Consolidating
Adjustments
 
Total
Consolidated
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
($4,890) 
($21,421) 
$203,475
 —
 
$177,164
INVESTING ACTIVITIES      
  
Capital expenditures—
 (78) (57,215) —
 (57,293)
Real estate development investments—
 —
 (2,676) —
 (2,676)
Purchase of timberlands—
 —
 (98,409) —
 (98,409)
Proceeds from settlement of foreign currency derivative—
 —
 2,804
 —
 2,804
Rayonier office building under construction—
 —
 (908) —
 (908)
Change in restricted cash—
 —
 (16,836) —
 (16,836)
Investment in subsidiaries—
 126,242
 —
 (126,242) —
Other—
 —
 7,009
 —
 7,009
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES—
 126,164
 (166,231) (126,242) (166,309)
FINANCING ACTIVITIES         
Issuance of debt61,000
 353,000
 58,558
 —
 472,558
Repayment of debt(61,000) (232,973) (70,429) —
 (364,402)
Dividends paid(124,936) —
 —
 —
 (124,936)
Proceeds from the issuance of common shares2,117
 —
 —
 —
 2,117
Repurchase of common shares(100,000) —
 —
 —
 (100,000)
Debt issuance costs—
 (1,678) —
 —
 (1,678)
Issuance of intercompany notes(35,500) —
 35,500
 —
 —
Intercompany distributions163,585
 (217,980) (71,847) 126,242
 —
Other(122) —
 —
 —
 (122)
CASH USED FOR FINANCING ACTIVITIES(94,856) (99,631) (48,218) 126,242
 (116,463)
EFFECT OF EXCHANGE RATE CHANGES ON CASH—
 —
 (4,173) —
 (4,173)
CASH AND CASH EQUIVALENTS         
Change in cash and cash equivalents(99,746) 5,112
 (15,147) —
 (109,781)
Balance, beginning of year102,218
 8,105
 51,235
 —
 161,558
Balance, end of year
$2,472
 
$13,217
 
$36,088
 —
 
$51,777



110

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.


Item 9A.CONTROLS AND PROCEDURES
Item 9A.    CONTROLS AND PROCEDURES
Rayonier Inc.
DISCLOSURE CONTROLS AND PROCEDURES
Rayonier management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by the Company in reports filed under the Exchange Act, such as this annual reportAnnual Report on Form 10-K, is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of ourthe Company’s disclosure controls and procedures as of the end of the period covered by this annual reportAnnual Report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that the design and operation of the disclosure controls and procedures were effective as of December 31, 2017.2023.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the year ended December 31, 2017,2023, based upon the evaluation required by paragraph (d) of Rule 13a-15, there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting.

Rayonier, L.P.
Item 9B.OTHER INFORMATION
Not applicable.DISCLOSURE CONTROLS AND PROCEDURES

The Operating Partnership is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by Rayonier, L.P. in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of the Operating Partnership’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of December 31, 2023.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the year ended December 31, 2023, based upon the evaluation required by paragraph (d) of Rule 13a-15, there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting.



111130

Item 9B.    OTHER INFORMATION
Insider Trading Arrangements and Policies

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023, as such terms are defined under item 408(a) of Regulation S-K.

Item 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.

131


PART III
Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 20182024 Annual Meeting of Shareholders (the “Proxy Statement”). We will make the Proxy Statement available on our website at www.rayonier.com as soon as it is filed with the SEC.
 
Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Item 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
A list of our executive officers and their biographical information are found in Item 1 in of this Annual Report on Form 10-K. Additional information required by this Item with respect to directors and other governance matters is incorporated herein by reference from the sections and subsections entitled “Proposal No. 1 - Election of Directors,” “Corporate Governance,” “Named Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance”Officers” and “Report of the Audit Committee” in the Proxy Statement.
Our Standard of Ethics and Code of Corporate Conduct, which is applicable to our principal executive, officer and financial and accounting officers, is available on our website, www.rayonier.com. Any amendments to or waivers of the Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.


Item 11.    EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated herein by reference from the section and subsections entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Pay Versus Performance,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation; Processes and Procedures” and “Report of the Compensation and Management Development Committee” in the Proxy Statement.


Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information called for by Item 12 is incorporated herein by reference from the section and subsections entitled “Ownership of and Trading in our Shares,” “Share Ownership of Certain Beneficial Owners,” “Share Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in the Proxy Statement.


Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by Item 13 is incorporated herein by reference from the section and subsections entitled “Proposal No. 1 - Election of Directors,” “Director Independence” and “Related Person Transactions” in the Proxy Statement.


Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
Item 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 is incorporated herein by reference from the subsection entitled “Information Regarding Independent Registered Public Accounting Firm” in the Proxy Statement.





112132

PART IV


Item 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Documents filed as a part of this report:
(i)See Index to Financial Statements on page 59 for a list of the financial statements filed as part of this report.
Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Documents filed as a part of this report:
(1)
See Index to Financial Statements on page 56 for a list of the financial statements filed as part of this report.
(2)Financial Statement Schedules:

(ii)Financial Statement Schedules:

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2017, 2016,2023, 2022, and 20152021
(In Thousands)
Description
Balance
at
Beginning
of Year
 
Additions Charged
to Cost
and
Expenses
 Deductions 
Balance
at End
of Year
Allowance for doubtful accounts:       
Year ended December 31, 2017
$33
 —
 (10) 
$23
Year ended December 31, 201642
 —
 (9) 33
Year ended December 31, 201542
 —
 —
 42
        
Deferred tax asset valuation allowance:       
Year ended December 31, 2017
$21,861
 
$13,028
(a)—
 
$34,889
Year ended December 31, 201618,248
 3,613
(a)—
 21,861
Year ended December 31, 201513,644
 4,604
(b)—
 18,248
DescriptionBalance
at
Beginning
of Year		Additions Charged
to Cost
and
Expenses		DeductionsBalance
at End
of Year
Allowance for doubtful accounts:
Year ended December 31, 2023$74 $136 — $210 
Year ended December 31, 202259 15 — 74 
Year ended December 31, 202125 34 — 59 
Deferred tax asset valuation allowance:
Year ended December 31, 2023$40,844 $9,574 (a)— $50,418 
Year ended December 31, 202236,904 3,940 (a)— 40,844 
Year ended December 31, 202146,015 — (9,111)(b)36,904 
(a)The 2023 and 2022 increase in the valuation allowance is due to an increase in TRS deferred tax assets.
(a)The 2017 and 2016 increase is comprised of valuation allowance against the TRS deferred tax assets.
(b)The 2015 increase is comprised of valuation allowance against the TRS deferred tax assets and the CBPC provision to return adjustment.

(b)The 2021 decrease in the valuation allowance is due to a reduction in TRS deferred tax assets.
All other financial statement schedules have been omitted because they are not applicable, the required matter is not present or the required information has otherwise been supplied in the financial statements or the notes thereto.

(3)
See Exhibit Index for a list of the exhibits filed or incorporated herein as part of this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780.

(i)See Exhibit Index for a list of the exhibits filed or incorporated herein as part of this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780.

Item 16.FORM 10-K SUMMARY
Item 16.    FORM 10-K SUMMARY
None.





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EXHIBIT INDEX
The following is a list of exhibits filed as part of the Form 10-K. As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or its consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
Exhibit No.DescriptionLocation
Exhibit No.DescriptionLocation
2.1 
2.1
Incorporated by reference to Exhibit 10.1 to the Registrant’s January 15, 2004 Form 8-K
2.2
Incorporated by reference to Exhibit 10.7 to the Registrant’s June 30, 2010 Form 10-Q

2.3
Incorporated by reference to Exhibit 2.1 to the Registrant’s May 30, 2014 Form 8-K
3.1
Incorporated by reference to Exhibit 3.1 to the Registrant’s May 23, 2012 Form

8-K
3.2
Incorporated by reference to Exhibit 3.23.1 to the Registrant’s October 21, 2009July 26, 2023 Form 8-K
3.3
Incorporated by reference to Exhibit 3.3 to the Registrant’s June 30, 2010 Form 10-Q
4.13.4 
Incorporated by reference to Exhibit 3.1 to the Registrant’s April 26, 2004 S-4 FilingMay 13, 2020 Form 8-K
4.23.5 
Incorporated by reference to the Registrant’s May 6, 2004 S-4/A Filing
4.3
Indenture relatingExhibit 3.1 to the 3.75% Senior Notes due 2022, dated March 5, 2012, betweenRegistrant's June 30, 2021 Form 10-Q
4.1 Incorporated by reference to Exhibit 4.8 to the Registrant’s September 10, 2020 Registration Statement on Form S-3
4.2 Incorporated by reference to Exhibit 4.1 to the Registrant’s March 5, 2012 Form 8-K
4.4
First Supplemental Indenture relating to the 3.75% Senior Notes due 2022, dated March 5, 2012, among Rayonier Inc., as issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee
Incorporated by reference to Exhibit 4.2 to the Registrant’s March 5, 2012Registrant's May 17, 2021 Form 8-K
4.54.3 
Incorporated by reference to Exhibit 4.1 to the Registrant’s October 17, 2012 Form 8-K
4.6
Form of Note for 3.75%2.750% Senior Notes due 20222031 (contained in Exhibit A to Exhibit 4.4)4.2)
Incorporated by reference to Exhibit 4.2 to the Registrant’s March 5, 2012Registrant's May 17, 2021 Form 8-K
4.74.4 
Incorporated by reference to Exhibit 4.14.7 to the Registrant’s May 22, 2014 Form 8-K


Exhibit No.DescriptionLocation
10.1
Rayonier Investment and Savings Plan for Salaried Employees effective March 1, 1994, amended and restated effective April 1, 2015 and further amended effective September 8, 2015*
Incorporated by reference to Exhibit 10.2 to the Registrant’sRegistrant's December 31, 20152020 Form 10-K
10.2
Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of June 1, 2016, executed February 25, 2016*
Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2016 Form 10-Q
10.1 
10.3
Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2016 Form 10-Q
10.4
Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2017, executed January 17, 2017*
Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2017 Form 10-Q
10.5
Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2017, executed July 20, 2017*
Incorporated by reference to Exhibit 10.1 to the Registrant’s June 30, 2017 Form 10-Q
10.6
Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of October 1, 2017, executed November 9, 2017*
Filed herewith
10.7
Amended and Restated Retirement Plan for Salaried Employees of Rayonier Inc. effective January 1, 2014*
Incorporated by reference to Exhibit 10.9 to the Registrant’s December 31, 2015 Form 10-K

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10.8Exhibit No.
Description		Location
10.2 Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2016 Form 10-Q
10.910.3 
Filed herewith
10.4 Incorporated by reference to Exhibit 10.2 to the Registrant’s June 30, 2010 Form 10-Q
10.1010.5 
Incorporated by reference to Exhibit 10.3 to the Registrant’s June 30, 2010 Form 10-QFiled herewith
10.1110.6 
Incorporated by reference to Exhibit 10.4 to the Registrant’s June 30, 2010 Form 10-Q
10.12
Rayonier Non-Equity Incentive Plan*
Incorporated by reference to Appendix B to the Registrant’s March 31, 2008 Proxy Statement
10.13
Form of Rayonier Outside Directors Compensation Program/Cash Deferral Option Agreement*
Incorporated by reference to Exhibit 10.24 to the Registrant’s December 31, 2006 Form 10-K
10.1410.7 
Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2014 Form 10-Q
10.1510.8 
Incorporated by reference to Exhibit 10.38 to the Registrant’s June 30, 2005 Form 10-Q
10.16
Deed of Amendment and Restatement of Shareholder Agreement, dated April 22, 2014,July 1, 2021, by and among Rayonier Canterbury LLC, Waimarie Forests Pty Limited, Matariki Forestry Group, Matariki Forests and Phaunos Timber Fund Limited
Incorporated by reference to Exhibit 10.11 to the Registrant’s June 30, 2014 Form 10-QFiled herewith


10.9 
Exhibit No.DescriptionLocation
10.17
Incorporated by reference to Exhibit 10.4 to the Registrant’s June 30, 2014 Form 8-K
10.1810.10 
Incorporated by reference to Exhibit 10.810.18 to the Registrant’s JuneDecember 31, 2019 Form 10-K
10.11 Filed herewith
10.1910.12 
Incorporated by reference to Exhibit 10.210.1 to the Registrant’s March 31, 2015September 30, 2020 Form 10-Q
10.2010.13 
Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed on May 18, 2023
10.14 Incorporated by reference to Exhibit 10.19 to the Registrant’s December 31, 2008 Form 10-K
10.21
10.15 
Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2015 Form 10-QFiled herewith
10.2210.16 
Incorporated by reference to Exhibit 10.23 to the Registrant’s December 31, 2013 Form 10-K
10.23
20152020 Performance Share Award Program*
Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 20152020 Form 10-Q
10.2410.17 
Incorporated by reference to Exhibit 10.4410.1 to the Registrant’s DecemberRegistrant's March 31, 20152021 Form 10-K10-Q

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10.25Exhibit No.
Description		Location
10.18 Incorporated by reference to Exhibit 10.210.1 to the Registrant’s September 30, 2022 Form 10-Q
10.19 Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 20172023 Form 10-Q
10.2610.20 
Filed herewith
10.21 Incorporated by reference to Exhibit 10.2 to the Registrant’s March 31, 2016 Form 10-Q
10.2710.22 
Filed herewith
10.23 Incorporated by reference to Exhibit 10.26 to the Registrant’s December 31, 2001 Form 10-K
10.24 Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2014 Form 10-Q
10.25 Incorporated by reference to Exhibit 10.30 to the Registrant’s December 31, 2019 Form 10-K
10.26 Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2019 Form 10-K
10.27 Incorporated by reference to Exhibit 10.32 to the Registrant’s December 31, 2019 Form 10-K
10.28 Incorporated by reference to Exhibit 10.35 to the Registrant's December 31, 2020 Form 10-K
10.29 Incorporated by reference to Exhibit 10.6 to the Registrant’s March 31, 2020 Form 10-Q
10.30 Incorporated by reference to Exhibit 10.1 to the Registrant’s May 13, 2020 Form 8-K
10.31 Filed herewith
10.32 Filed herewith
10.33 Incorporated by reference to Exhibit 4.3 to the Registrant’s May 8, 2020 Registration Statement on Form S-8

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Exhibit No.DescriptionLocation
10.34 Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2022 Form 10-Q
10.35 Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2016 Form 10-Q
10.2810.36 
Incorporated by reference to Exhibit 10.4 to the Registrant’s March 31, 2020 Form 10-Q
10.37 Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2020 Form 10-Q
10.38 Incorporated by reference to Exhibit 10.1 to the Registrant’s May 2, 2016 Form 8-K
10.2910.39 
Incorporated by reference to Exhibit 10.7 to the Registrant’s March 31, 2020 Form 10-Q
10.40 Incorporated by reference to Exhibit 10.1 to the Registrant's June 1, 2021 Form 8-K
10.41 Incorporated by reference to Exhibit 10.2 to the Registrant’s May 2, 2016 form 8-K.Form 8-K
10.3010.42 
Incorporated by reference to Exhibit 10.310.1 to the Registrant’s SeptemberDecember 14, 2022 Form 8-K
21.1 Filed herewith
21.2 Filed herewith
22.1 Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 20162022 Form 10-Q
10.31
Rayonier Annual Bonus Program, as amended and restated, effective as of January 1, 2018*
Filed herewith
12
Statements re computation of ratios
Filed herewith
21
Subsidiaries of the registrant
Filed herewith


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Exhibit No.DescriptionLocation
Exhibit No.23.1 DescriptionLocation
23.1
Filed herewith
2423.2 
Filed herewith
24 Filed herewith
31.1
Filed herewith
31.2
Filed herewith
3231.3 
Filed herewith
31.4 Filed herewith
32.1 Furnished herewith
10132.2 
Furnished herewith
97.1 Filed herewith
97.2 Filed herewith
101 The following financial information from ourRayonier Inc. and Rayonier, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2023, formatted in Inline Extensible Business Reporting Language (“XBRL”iXBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2017, 20162023, 2022 and 2015;2021 of Rayonier Inc.; (ii) the Consolidated Balance Sheets as of December 31, 20172023 and 2016;2022 of Rayonier Inc.; (iii) the Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 20162023, 2022 and 2015;2021 of Rayonier Inc.; (iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 20162023, 2022 and 2015;2021 of Rayonier Inc.; (v) the Consolidated Statements of Income and (v)Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 of Rayonier, L.P.; (vi) the Consolidated Balance Sheets as of December 31, 2023 and 2022 of Rayonier, L.P.; (vii) the Consolidated Statements of Changes in Capital for the Years Ended December 31, 2023, 2022 and 2021 of Rayonier, L.P.; (viii) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 of Rayonier, L.P.; and (ix) the Notes to the Consolidated Financial Statements.Statements of Rayonier Inc. and Rayonier, L.P.Filed herewith
104 The cover page from the Company’s Annual Report on Form 10-K from the fiscal year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101)Filed herewith
* Management contract or compensatory plan.
** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(b)(2)601(a)(5) of Regulation S-K. RayonierThe Company will furnish supplemental copies of any such schedules or attachments to the U.S. Securities and Exchange Commission (the “SEC”) upon its request.




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RAYONIER INC.
RAYONIER INC.
By:
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)
RAYONIER, L.P.
By:
/s/ MARK MCHUGH
Mark McHugh
President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)
February 23, 20182024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantRayonier Inc., for itself and in its capacity as General Partner of Rayonier, L.P., and in the capacities and on the dates indicated.
Exhibit 24 is incorporated by reference herein.
SignatureTitleDate
SignatureTitleDate
/s/ DAVID L. NUNESPresident and Chief Executive OfficerFebruary 23, 20182024
David L. Nunes

(Principal Executive Officer)
/s/ MARK MCHUGHSenior Vice President and Chief Financial OfficerFebruary 23, 20182024
Mark McHugh

(Principal Financial Officer)
/s/ APRIL TICEVice President and Chief Accounting OfficerDirector, Financial Services and Corporate ControllerFebruary 23, 20182024
April Tice

(Principal Accounting Officer)
*Chairman of the Board
Richard D. KincaidDod A. Fraser
*DirectorDirector
Keith E. Bass
*DirectorDirector
Dod A. FraserAnn C. Nelson
*DirectorDirector
Scott R. Jones
*DirectorDirector
Bernard Lanigan, Jr.
*Director
Blanche L. Lincoln
*Director
V. Larkin Martin
*DirectorDirector
Meridee A. Moore
*Director
Matthew J. Rivers
*Director
Andrew G. Wiltshire
*Director
Gregg A. Gonsalves
*By:
*By:/s/ MARK R. BRIDWELLFebruary 23, 20182024
Mark R. Bridwell

Attorney-In-Fact




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