[10-Q] RAYONIER INC Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Rayonier Inc. (RYN) reported stronger Q3 2025 results. Sales were $177.5 million versus $124.1 million a year ago, lifting operating income to $41.7 million from $18.8 million. Net income was $43.7 million versus $30.4 million, and diluted EPS from continuing operations was $0.28, unchanged from $0.15 a year ago to $0.28 total as discontinued operations were not a Q3 driver this year.
Year-to-date performance was shaped by the sale of the New Zealand joint venture, which produced a $404.5 million gain and net cash proceeds of $688.3 million. Cash and cash equivalents rose to $919.6 million at September 30, 2025, from $303.1 million at year-end, while long-term debt declined to $845.1 million from $1.04 billion; current maturities were $200.0 million. The company paid quarterly dividends of $0.2725 per share and completed a special $1.80 per-share dividend paid on January 30, 2025. Shares outstanding were 153,899,831 as of October 31, 2025.
Positive
- None.
Negative
- None.
Insights
Q3 operations improved; asset sale reshaped cash and leverage.
Rayonier delivered higher Q3 sales of
Year-to-date results were dominated by the New Zealand JV sale, which generated a gain of
The company maintained quarterly dividends of
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from to | |||||
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Principal Executive Office)
Telephone Number: (904 ) 357-9100
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Rayonier Inc. Yes ☒ No ☐ Rayonier, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Rayonier Inc. Yes ☒ No ☐ Rayonier, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Rayonier Inc.
☒ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | Smaller Reporting Company | Emerging Growth Company | |||||||||||||||||||||||
Rayonier, L.P.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | ☒ | Smaller Reporting Company | Emerging Growth Company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Rayonier Inc. ☐ Rayonier, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Rayonier Inc. Yes ☐ No ☒ Rayonier, L.P. Yes ☐ No ☒
As of October 31, 2025, Rayonier Inc. had 153,899,831 Common Shares outstanding. As of October 31, 2025, Rayonier, L.P. had 1,604,572 Units outstanding.
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EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarterly period ended September 30, 2025 of Rayonier Inc., a North Carolina corporation, and Rayonier, L.P., a Delaware limited partnership. Unless stated otherwise or the context otherwise requires, references to “Rayonier” or “the Company” mean Rayonier Inc. and references to the “Operating Partnership” mean Rayonier, L.P. References to “we,” “us,” and “our” mean collectively Rayonier Inc., the Operating Partnership and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating Partnership.
Rayonier Inc. has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2004. The Company is structured as an umbrella partnership REIT (“UPREIT”) under which substantially all of its business is conducted through the Operating Partnership. Rayonier Inc. is the sole general partner of the Operating Partnership. On May 8, 2020, Rayonier, L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”) and issued approximately 4.45 million operating partnership units (“OP Units” or “Redeemable Operating Partnership Units”) of Rayonier, L.P. as partial merger consideration. These OP Units are generally considered to be economic equivalents to Rayonier common shares and receive distributions equal to the dividends paid on Rayonier common shares.
As of September 30, 2025, the Company owned a 98.9% interest in the Operating Partnership, with the remaining 1.1% interest owned by limited partners of the Operating Partnership. As the sole general partner of the Operating Partnership, Rayonier Inc. has exclusive control of the day-to-day management of the Operating Partnership.
Rayonier Inc. and the Operating Partnership are operated as one business. The management of the Operating Partnership consists of the same members as the management of Rayonier Inc. As general partner with control of the Operating Partnership, Rayonier Inc. consolidates Rayonier, L.P. for financial reporting purposes, and has no material assets or liabilities other than its investment in the Operating Partnership.
We believe combining the quarterly reports of Rayonier Inc. and Rayonier, L.P. into this single report results in the following benefits:
•Strengthens investors’ understanding of Rayonier Inc. and the Operating Partnership by enabling them to view the business as a single operating unit in the same manner as management views and operates the business;
•Creates efficiencies for investors by reducing duplicative disclosures and providing a single comprehensive document; and
•Generates time and cost savings associated with the preparation of the reports when compared to preparing separate reports for each entity.
There are a few important differences between Rayonier Inc. and the Operating Partnership in the context of how Rayonier Inc. operates as a consolidated company. The Company itself does not conduct business, other than through acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments from time to time. The Operating Partnership holds, directly or indirectly, substantially all of the Company’s assets. Likewise, all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the Operating Partnership. The Operating Partnership conducts substantially all of the Company’s business and is structured as a partnership with no publicly traded equity.
To help investors understand the significant differences between the Company and the Operating Partnership, this report includes:
•Separate Consolidated Financial Statements for Rayonier Inc. and Rayonier, L.P.;
•A combined set of Notes to the Consolidated Financial Statements with separate discussions of per share and per unit information, noncontrolling interests and shareholders’ equity and partners’ capital, as applicable;
•A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations which includes specific information related to each reporting entity;
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•A separate Part I, Item 4. Controls and Procedures related to each reporting entity;
•A separate Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; and
•Separate Exhibit 31 and 32 certifications for each reporting entity within Part II, Item 6.
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| TABLE OF CONTENTS | |||||||||||
| Item | Page | ||||||||||
| PART I - FINANCIAL INFORMATION | |||||||||||
| 1. | Financial Statements (unaudited) | 1 | |||||||||
Rayonier Inc.: | |||||||||||
Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 | 1 | ||||||||||
Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 2 | ||||||||||
Consolidated Statements of Changes in Shareholders’ Equity for the Quarters and Nine Months Ended September 30, 2025 and 2024 | 3 | ||||||||||
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 | 7 | ||||||||||
Rayonier, L.P.: | |||||||||||
Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 | 9 | ||||||||||
Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 10 | ||||||||||
Consolidated Statements of Changes in Capital for the Quarters and Nine Months Ended September 30, 2025 and 2024 | 11 | ||||||||||
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 | 13 | ||||||||||
Notes to Consolidated Financial Statements | 15 | ||||||||||
| 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 48 | |||||||||
| 3. | Quantitative and Qualitative Disclosures about Market Risk | 71 | |||||||||
| 4. | Controls and Procedures | 72 | |||||||||
| PART II - OTHER INFORMATION | |||||||||||
| 1. | Legal Proceedings | 72 | |||||||||
| 1A. | Risk Factors | 73 | |||||||||
| 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 75 | |||||||||
| 5. | Other Information | 76 | |||||||||
| 6. | Exhibits | 77 | |||||||||
Signatures | 79 | ||||||||||
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
SALES (NOTE 4) | $ | $ | $ | $ | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||
| Selling and general expenses | ( | ( | ( | ( | |||||||||||||||||||
Other operating income (expense), net (Note 15) | ( | ( | ( | ||||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| OPERATING INCOME | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other miscellaneous (expense) income, net | ( | ( | |||||||||||||||||||||
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | |||||||||||||||||||||||
Income tax (expense) benefit (Note 16) | ( | ( | |||||||||||||||||||||
| INCOME FROM CONTINUING OPERATIONS | |||||||||||||||||||||||
DISCONTINUED OPERATIONS, NET (NOTE 2) | |||||||||||||||||||||||
| Income from operations of discontinued operations, net of tax | |||||||||||||||||||||||
| Gain on sale of discontinued operations | |||||||||||||||||||||||
| INCOME FROM DISCONTINUED OPERATIONS | |||||||||||||||||||||||
| NET INCOME | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests in the Operating Partnership | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates | ( | ( | |||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO RAYONIER INC. | |||||||||||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS | |||||||||||||||||||||||
Cash flow hedges, net of income tax effect of $ | ( | ( | ( | ( | |||||||||||||||||||
Pension and postretirement benefit plans, net of income tax effect of $ | ( | ( | |||||||||||||||||||||
| OTHER COMPREHENSIVE INCOME, RELATING TO DISCONTINUED OPERATIONS | |||||||||||||||||||||||
Foreign currency translation adjustment, net of income tax effect of $ | |||||||||||||||||||||||
Cash flow hedges, net of income tax effect of $ | |||||||||||||||||||||||
Deconsolidation of discontinued operations, net of income tax effect of $ | |||||||||||||||||||||||
| Total other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| COMPREHENSIVE INCOME | |||||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests in the Operating Partnership | ( | ( | ( | ( | |||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests in consolidated affiliates | ( | ( | ( | ||||||||||||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. | $ | $ | $ | $ | |||||||||||||||||||
EARNINGS PER COMMON SHARE (NOTE 6) | |||||||||||||||||||||||
| BASIC EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC. | |||||||||||||||||||||||
| Continuing Operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued Operations | $ | $ | $ | ||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC. | |||||||||||||||||||||||
| Continuing Operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued Operations | $ | $ | $ | ||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash, current (Note 18) | |||||||||||
Trade receivables, less allowance for doubtful accounts of $ | |||||||||||
| Other receivables | |||||||||||
Inventory (Note 14) | |||||||||||
| Prepaid expenses | |||||||||||
Assets held for sale (excluding discontinued operations) (Note 19) | |||||||||||
| Other current assets | |||||||||||
Current assets of discontinued operations (Note 2) | |||||||||||
| Total current assets | |||||||||||
| TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION | |||||||||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS (NOTE 13) | |||||||||||
| PROPERTY, PLANT AND EQUIPMENT | |||||||||||
| Land | |||||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Construction in progress | |||||||||||
| Total property, plant and equipment, gross | |||||||||||
| Less — accumulated depreciation | ( | ( | |||||||||
| Total property, plant and equipment, net | |||||||||||
RESTRICTED CASH, NON-CURRENT (NOTE 18) | |||||||||||
| RIGHT-OF-USE ASSETS | |||||||||||
| OTHER ASSETS | |||||||||||
NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS (NOTE 2) | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
Current maturities of long-term debt, net (Note 7) | |||||||||||
| Accrued taxes | |||||||||||
| Accrued payroll and benefits | |||||||||||
| Accrued interest | |||||||||||
| Dividend and distribution payable | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
Current liabilities of discontinued operations (Note 2) | |||||||||||
| Total current liabilities | |||||||||||
LONG-TERM DEBT, NET (NOTE 7) | |||||||||||
| LONG-TERM LEASE LIABILITY | |||||||||||
| LONG-TERM DEFERRED REVENUE | |||||||||||
| OTHER NON-CURRENT LIABILITIES | |||||||||||
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS (NOTE 2) | |||||||||||
CONTINGENCIES (NOTE 10) | |||||||||||
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP (NOTE 5) | |||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
Common Shares, | |||||||||||
| Retained earnings | |||||||||||
Accumulated other comprehensive income (loss) (Note 17) | ( | ||||||||||
| TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY | |||||||||||
Noncontrolling interests in consolidated affiliates (Note 5) | |||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | |||||||||||
| TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands, except share data)
| Common Shares | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Consolidated Affiliates | Shareholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | ($ | $ | $ | ||||||||||||||||||||||||||||||
| Loss from continuing operations | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Income from discontinued operations | — | — | — | ||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interests in the Operating Partnership | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common shares from special dividend (b) | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of common shares under incentive stock plans | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Repurchase of common shares made under repurchase program | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | — | ||||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ||||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership | — | — | — | — | |||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ($ | $ | $ | ||||||||||||||||||||||||||||||
| Income from continuing operations | — | — | — | — | |||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | ( | |||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Deconsolidation of discontinued operations | — | — | — | ( | |||||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common shares under incentive stock plans | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Repurchase of common shares made under repurchase program | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests in the Operating Partnership | — | — | — | — | |||||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | — | ||||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ||||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | ( | |||||||||||||||||||||||||||||||
| Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED) (Unaudited) (Dollars in thousands, except share data) | |||||||||||||||||||||||||||||||||||
| Common Shares | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Consolidated Affiliates | Shareholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Income from continuing operations | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common shares under incentive stock plans | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Repurchase of common shares made under repurchase program | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | — | ||||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(a)For information regarding distributions to noncontrolling interests in the Operating Partnership, see the Rayonier Inc. Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests.
(b)Reflects the issuance of common shares related to the Company’s special dividend of $1.80 per common share, paid on January 30, 2025, to shareholders of record as of December 12, 2024. This dividend comprised a combination of cash and the Company’s common shares.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
(Unaudited)
(Dollars in thousands, except share data)
| Common Shares | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interests in Consolidated Affiliates | Shareholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Loss from continuing operations | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||
| Income from discontinued operations | — | — | — | ||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common shares under incentive stock plans | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | — | ||||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | ( | |||||||||||||||||||||||||||||||
| Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership | — | — | — | — | |||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Loss from continuing operations | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||
| Income from discontinued operations | — | — | — | ||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common shares under incentive stock plans | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests in the Operating Partnership | — | — | — | — | |||||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | — | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ||||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | ( | |||||||||||||||||||||||||||||||
| Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED) (Unaudited) (Dollars in thousands, except share data) | |||||||||||||||||||||||||||||||||||
| Common Shares | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interests in Consolidated Affiliates | Shareholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Income (loss) from continuing operations | — | — | — | ( | |||||||||||||||||||||||||||||||
| Income from discontinued operations | — | — | — | ||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Issuance of common shares under incentive stock plans | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests in the Operating Partnership | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | — | ||||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ||||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership | — | — | — | — | |||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(a)For information regarding distributions to noncontrolling interests in the Operating Partnership, see the Rayonier Inc. Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests.
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization from continuing operations | |||||||||||
| Depreciation, depletion and amortization from discontinued operations | |||||||||||
| Non-cash cost of land and improved development from continuing operations | |||||||||||
| Non-cash cost of land and improved development from discontinued operations | |||||||||||
| Gain on sale of discontinued operations | ( | ||||||||||
| Stock-based incentive compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Asset impairment charge | |||||||||||
| Pension settlement charge | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | ( | ||||||||||
| Inventories | |||||||||||
| Accounts payable | ( | ||||||||||
| All other operating activities | ( | ||||||||||
| CASH PROVIDED BY OPERATING ACTIVITIES | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Capital expenditures from continuing operations | ( | ( | |||||||||
| Capital expenditures from discontinued operations | ( | ( | |||||||||
| Real estate development investments | ( | ( | |||||||||
| Net proceeds on sale of discontinued operations (a) | |||||||||||
| Net proceeds on sale of property, plant and equipment | |||||||||||
| Purchase of timberlands | ( | ||||||||||
| Other | |||||||||||
| CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES | ( | ||||||||||
| FINANCING ACTIVITIES | |||||||||||
| Dividends paid on common shares (b) | ( | ( | |||||||||
| Distributions to noncontrolling interests in the Operating Partnership (c) | ( | ( | |||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | ( | ( | |||||||||
| Repurchase of common shares made under repurchase program | ( | ||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Repayment of debt | ( | ||||||||||
| CASH USED FOR FINANCING ACTIVITIES | ( | ( | |||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | ( | ||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Change in cash, cash equivalents and restricted cash | ( | ||||||||||
| Balance from continuing operations, beginning of year | |||||||||||
| Balance from discontinued operations, beginning of year | |||||||||||
| Total Balance, beginning of year | $ | $ | |||||||||
| Balance from continuing operations, end of period | |||||||||||
| Balance from discontinued operations, end of period | |||||||||||
| Total Balance, end of period | $ | $ | |||||||||
(a)The nine months ended September 30, 2025 includes proceeds from the disposition of our New Zealand joint venture, net of closing adjustments, transaction costs, and $11.1 million of deconsolidated cash.
(b)The nine months ended September 30, 2025 includes an additional dividend of $1.80 per common share, consisting of a combination of cash and the Company’s common shares. The cash portion of $67.8 million was paid on January 30, 2025 to shareholders of record on December 12, 2024. The nine months ended September 30, 2024 includes an additional cash dividend of $0.20 per common share, totaling $29.8 million. The additional dividend was paid on January 12, 2024, to shareholders of record on December 29, 2023.
(c)The nine months ended September 30, 2025 includes an additional distribution of $1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units. The cash portion of $0.9 million was paid on January 30, 2025, to holders of record on December 12, 2024. The nine months ended September 30, 2024 includes an additional cash distribution of $0.20 per Redeemable Operating Partnership Unit, totaling $0.5 million. The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.
7
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||||||
| Cash paid during the period: | |||||||||||
| Interest (a) | $ | $ | |||||||||
| Income taxes (b) | |||||||||||
| Non-cash investing and financing activity: | |||||||||||
| Capital assets purchased on account | |||||||||||
| Issuance of common shares from special dividend | |||||||||||
| Issuance of Redeemable Operating Partnership Units from special distribution | |||||||||||
(a)Interest paid includes patronage payments received of $7.9 million and $8.3 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K. Interest paid for the nine months ended September 30, 2025 and September 30, 2024 includes $1.5 million and $2.7 million, respectively, from discontinued operations.
(b)Income taxes paid for the nine months ended September 30, 2025 and September 30, 2024 includes $3.8 million and $5.2 million, respectively, from discontinued operations.
See Notes to Consolidated Financial Statements.
8
Table of Contents
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per unit amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
SALES (NOTE 4) | $ | $ | $ | $ | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||
| Selling and general expenses | ( | ( | ( | ( | |||||||||||||||||||
Other operating income (expense), net (Note 15) | ( | ( | ( | ||||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| OPERATING INCOME | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other miscellaneous (expense) income, net | ( | ( | |||||||||||||||||||||
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | |||||||||||||||||||||||
Income tax (expense) benefit (Note 16) | ( | ( | |||||||||||||||||||||
| INCOME FROM CONTINUING OPERATIONS | |||||||||||||||||||||||
DISCONTINUED OPERATIONS, NET (NOTE 2) | |||||||||||||||||||||||
| Income from operations of discontinued operations, net of tax | |||||||||||||||||||||||
| Gain on sale of discontinued operations | |||||||||||||||||||||||
| INCOME FROM DISCONTINUED OPERATIONS | |||||||||||||||||||||||
| NET INCOME | |||||||||||||||||||||||
| Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates | ( | ( | |||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS | |||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO: | |||||||||||||||||||||||
| Limited Partners | |||||||||||||||||||||||
| General Partners | |||||||||||||||||||||||
| Net income attributable to unitholders | |||||||||||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS | |||||||||||||||||||||||
Cash flow hedges, net of income tax effect of $ | ( | ( | ( | ( | |||||||||||||||||||
Pension and postretirement benefit plans, net of income tax effect of $ | ( | ( | |||||||||||||||||||||
| OTHER COMPREHENSIVE INCOME, RELATING TO DISCONTINUED OPERATIONS | |||||||||||||||||||||||
Foreign currency translation adjustment, net of income tax effect of $ | |||||||||||||||||||||||
Cash flow hedges, net of income tax effect of $ | |||||||||||||||||||||||
Deconsolidation of discontinued operations, net of income tax effect of $ | |||||||||||||||||||||||
| Total other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| COMPREHENSIVE INCOME | |||||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests in consolidated affiliates | ( | ( | ( | ||||||||||||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS | $ | $ | $ | $ | |||||||||||||||||||
EARNINGS PER UNIT (NOTE 6) | |||||||||||||||||||||||
| BASIC EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P. | |||||||||||||||||||||||
| Continuing Operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued Operations | $ | $ | $ | ||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| DILUTED EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P. | |||||||||||||||||||||||
| Continuing Operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued Operations | $ | $ | $ | ||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Consolidated Financial Statements.
9
Table of Contents
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
See Notes to Consolidated Financial Statements.
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash, current (Note 18) | |||||||||||
Trade receivables, less allowance for doubtful accounts of $ | |||||||||||
| Other receivables | |||||||||||
Inventory (Note 14) | |||||||||||
| Prepaid expenses | |||||||||||
Assets held for sale (excluding discontinued operations) (Note 19) | |||||||||||
| Other current assets | |||||||||||
Current assets of discontinued operations (Note 2) | |||||||||||
| Total current assets | |||||||||||
| TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION | |||||||||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS (NOTE 13) | |||||||||||
| PROPERTY, PLANT AND EQUIPMENT | |||||||||||
| Land | |||||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Construction in progress | |||||||||||
| Total property, plant and equipment, gross | |||||||||||
| Less — accumulated depreciation | ( | ( | |||||||||
| Total property, plant and equipment, net | |||||||||||
RESTRICTED CASH, NON-CURRENT (NOTE 18) | |||||||||||
| RIGHT-OF-USE ASSETS | |||||||||||
| OTHER ASSETS | |||||||||||
NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS (NOTE 2) | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
Current maturities of long-term debt, net (Note 7) | |||||||||||
| Accrued taxes | |||||||||||
| Accrued payroll and benefits | |||||||||||
| Accrued interest | |||||||||||
| Distribution payable | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
Current liabilities of discontinued operations (Note 2) | |||||||||||
| Total current liabilities | |||||||||||
LONG-TERM DEBT, NET (NOTE 7) | |||||||||||
| LONG-TERM LEASE LIABILITY | |||||||||||
| LONG-TERM DEFERRED REVENUE | |||||||||||
| OTHER NON-CURRENT LIABILITIES | |||||||||||
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS (NOTE 2) | |||||||||||
CONTINGENCIES (NOTE 10) | |||||||||||
REDEEMABLE OPERATING PARTNERSHIP UNITS (NOTE 5) | |||||||||||
| CAPITAL | |||||||||||
| General partners’ capital | |||||||||||
| Limited partners’ capital | |||||||||||
Accumulated other comprehensive income (loss) (Note 17) | ( | ||||||||||
| TOTAL CONTROLLING INTEREST CAPITAL | |||||||||||
Noncontrolling interests in consolidated affiliates (Note 5) | |||||||||||
| TOTAL CAPITAL | |||||||||||
| TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL | $ | $ | |||||||||
10
Table of Contents
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited)
(Dollars in thousands, except share data)
| Units | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Consolidated Affiliates | Total Capital | |||||||||||||||||||||||||||||
| General Partners’ Capital | Limited Partners’ Capital | |||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | ($ | $ | $ | |||||||||||||||||||||||||||
| Loss from continuing operations | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Income from discontinued operations | — | |||||||||||||||||||||||||||||||
Distributions on units ($ | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Issuance of units from special distribution (a) | — | — | ||||||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | ||||||||||||||||||||||||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Repurchase of units made under repurchase program | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Adjustment of Redeemable Operating Partnership Units | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | — | |||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | ( | — | ( | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | ( | ( | ||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ($ | $ | $ | |||||||||||||||||||||||||||
| Income from continuing operations | — | — | ||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | — | ( | ||||||||||||||||||||||||||||||
| Deconsolidation of discontinued operations | — | — | ( | |||||||||||||||||||||||||||||
Distributions on units ($ | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | ||||||||||||||||||||||||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Repurchase of units made under repurchase program | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Adjustment of Redeemable Operating Partnership Units | — | — | ||||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | ||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | ( | — | ( | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | ( | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Income from continuing operations | — | — | ||||||||||||||||||||||||||||||
Distributions on units ($ | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | ||||||||||||||||||||||||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | — | ( | — | — | ( | |||||||||||||||||||||||||||
| Repurchase of units made under repurchase program | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Adjustment of Redeemable Operating Partnership Units | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | ||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | ( | — | ( | |||||||||||||||||||||||||||
| Cash flow hedges | — | — | ( | — | ( | |||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
(a)Reflects the issuance of units related to the Company’s special distribution of $1.80 per unit, paid on January 30, 2025, to holders of record as of December 12, 2024. This distribution comprised a combination of cash and units.
11
Table of Contents
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)
(Unaudited)
(Dollars in thousands, except share data)
| Units | Accumulated Other Comprehensive Income | Noncontrolling Interests in Consolidated Affiliates | Total Capital | |||||||||||||||||||||||||||||
| General Partners’ Capital | Limited Partners’ Capital | |||||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Loss from continuing operations | ( | ( | — | ( | ( | |||||||||||||||||||||||||||
| Income from discontinued operations | — | |||||||||||||||||||||||||||||||
Distributions on units ($ | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | ||||||||||||||||||||||||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Adjustment of Redeemable Operating Partnership Units | — | — | ||||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | ||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ( | ( | ( | |||||||||||||||||||||||||||
| Cash flow hedges | — | — | ( | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Loss from continuing operations | ( | ( | — | ( | ( | |||||||||||||||||||||||||||
| Income from discontinued operations | — | |||||||||||||||||||||||||||||||
Distributions on units ($ | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | ||||||||||||||||||||||||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Adjustment of Redeemable Operating Partnership Units | — | — | ||||||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | ( | |||||||||||||||||||||||||||||
| Distribution to noncontrolling interests in consolidated affiliates | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Income (loss) from continuing operations | — | ( | ||||||||||||||||||||||||||||||
| Income from discontinued operations | — | |||||||||||||||||||||||||||||||
Distributions on units ($ | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Stock-based incentive compensation | — | — | ||||||||||||||||||||||||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | — | ( | — | — | ( | |||||||||||||||||||||||||||
| Adjustment of Redeemable Operating Partnership Units | ( | ( | — | — | ( | |||||||||||||||||||||||||||
| Conversion of units into common shares | — | — | ||||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ||||||||||||||||||||||||||||||
| Cash flow hedges | — | — | ( | ( | ||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization from continuing operations | |||||||||||
| Depreciation, depletion and amortization from discontinued operations | |||||||||||
| Non-cash cost of land and improved development from continuing operations | |||||||||||
| Non-cash cost of land and improved development from discontinued operations | |||||||||||
| Gain on sale of discontinued operations | ( | ||||||||||
| Stock-based incentive compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Asset impairment charge | |||||||||||
| Pension settlement charge | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | ( | ||||||||||
| Inventories | |||||||||||
| Accounts payable | ( | ||||||||||
| All other operating activities | ( | ||||||||||
| CASH PROVIDED BY OPERATING ACTIVITIES | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Capital expenditures from continuing operations | ( | ( | |||||||||
| Capital expenditures from discontinued operations | ( | ( | |||||||||
| Real estate development investments | ( | ( | |||||||||
| Net proceeds on sale of discontinued operations (a) | |||||||||||
| Net proceeds on sale of property, plant and equipment | |||||||||||
| Purchase of timberlands | ( | ||||||||||
| Other | |||||||||||
| CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES | ( | ||||||||||
| FINANCING ACTIVITIES | |||||||||||
| Distributions on units (b) | ( | ( | |||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | ( | ( | |||||||||
| Repurchase of units made under repurchase program | ( | ||||||||||
| Distributions to noncontrolling interests in consolidated affiliates | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Repayment of debt | ( | ||||||||||
| CASH USED FOR FINANCING ACTIVITIES | ( | ( | |||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | ( | ||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Change in cash, cash equivalents and restricted cash | ( | ||||||||||
| Balance from continuing operations, beginning of year | |||||||||||
| Balance from discontinued operations, beginning of year | |||||||||||
| Total Balance, beginning of year | $ | $ | |||||||||
| Balance from continuing operations, end of period | |||||||||||
| Balance from discontinued operations, end of period | |||||||||||
| Total Balance, end of period | $ | $ | |||||||||
(a)The nine months ended September 30, 2025 includes proceeds from the disposition of our New Zealand joint venture, net of closing adjustments, transaction costs, and $11.1 million of deconsolidated cash.
(b)The nine months ended September 30, 2025 includes an additional distribution of $1.80 per unit, consisting of a combination of cash and units. The cash portion of $68.7 million was paid on January 30, 2025, to holders of record on December 12, 2024. The nine months ended September 30, 2024 includes an additional cash distribution of $0.20 per unit, totaling $30.2 million. The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||||||
| Cash paid during the period: | |||||||||||
| Interest (a) | $ | $ | |||||||||
| Income taxes (b) | |||||||||||
| Non-cash investing and financing activity: | |||||||||||
| Capital assets purchased on account | |||||||||||
| Issuance of units from special distribution | |||||||||||
(a)Interest paid includes patronage payments received of $7.9 million and $8.3 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K. Interest paid for the nine months ended September 30, 2025 and September 30, 2024 includes $1.5 million and $2.7 million, respectively, from discontinued operations.
(b)Income taxes paid for the nine months ended September 30, 2025 and September 30, 2024 includes $3.8 million and $5.2 million, respectively, from discontinued operations.
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
1.BASIS OF PRESENTATION
The unaudited consolidated financial statements and notes thereto of Rayonier Inc. and its subsidiaries and Rayonier, L.P. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).
The Rayonier Inc. and Rayonier, L.P. year-end balance sheet information was derived from audited financial statements not included herein. In the opinion of management, these financial statements and notes reflect any adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC (the “2024 Form 10-K”).
SUMMARY OF UPDATES TO SIGNIFICANT ACCOUNTING POLICIES
For a full description of our other significant accounting policies, see Note 1 — Summary of Significant Accounting Policies in our 2024 Form 10-K.
RECLASSIFICATIONS
Certain 2024 amounts have been reclassified to align with the current presentation, including reclassifications for discontinued operations and current reportable segments. In March 2025, we entered into a purchase and sale agreement to divest our entire 77 % interest in our New Zealand operations. On June 30, 2025, we completed the sale. Accordingly, New Zealand’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.
Our New Zealand assets and liabilities are presented separately as assets and liabilities of discontinued operations in our Consolidated Balance Sheets as of December 31, 2024.
The Consolidated Statements of Cash Flows for both 2025 and 2024 have not been restated to exclude the New Zealand operation’s cash flows.
Effective with the third quarter of 2025, we realigned our reportable segments to reflect changes in our internal management reporting structure. As a result, prior period segment information has been reclassified to conform to our current segment presentation.
Unless otherwise specified, all amounts and disclosures within these Notes to Condensed Consolidated Financial Statements pertain to the Company’s continuing operations.
See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture and Note 3 — Segment and Geographical Information for further discussion of our reportable segments.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures about certain costs and expenses within the notes to the financial statements. Subsequently in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the adoption timeline. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The guidance allows for either prospective or retrospective application. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements and disclosures.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances annual income tax disclosures, primarily affecting the rate reconciliation and income taxes paid reconciliation. The pronouncement is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis, although early adoption and retrospective application are permitted. We will adopt the standard beginning with our annual reporting for the year ending December 31, 2025 and do not anticipate this disclosure-only ASU will impact our consolidated financial statements.
Other recent accounting pronouncements, either adopted or pending adoption and not discussed above, are not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.
SUBSEQUENT EVENTS
On October 14, 2025, the Company announced that it entered into a definitive agreement with PotlatchDeltic Corporation (“PotlatchDeltic”) to combine in a merger of equals. The transaction is expected to close in late first quarter or early second quarter of 2026. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both Rayonier’s shareholders and PotlatchDeltic’s shareholders.
On October 14, 2025, the Company announced that its board of directors declared a one-time, special dividend of $1.40 per common share, consisting of a combination of cash and the Company’s common shares. In addition, the Company's board of directors declared a one-time, special distribution of $1.40 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company's Redeemable Operating Partnership Units. The dividend and distribution are payable on December 12, 2025 to holders of record on October 24, 2025.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
2. DISCONTINUED OPERATIONS
On March 9, 2025, Rayonier entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which Rayonier agreed to sell its entire 77 % interest in its New Zealand operations. Accordingly, in the first quarter of 2025, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, former Trading and Corporate segments were classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.
On June 30, 2025, we completed the sale of our New Zealand operations for a purchase price of $710 million. Net proceeds to Rayonier, after adjusting for estimated net debt, working capital, transaction costs, and other closing adjustments, were $698.6 million. We received a final purchase price adjustment of $0.7 million during the third quarter, which was recognized as a receivable on our June 30, 2025 Consolidated Balance Sheet. In connection with the sale, we recognized a gain on disposal of discontinued operations of $404.5 million.
The following table summarizes the results of our New Zealand operations for the three and nine months ended September 30, 2025 and 2024, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales | $ | $ | $ | ||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ||||||||||||||||||||
| Other operating expense, net (a) | ( | ( | ( | ||||||||||||||||||||
| ( | ( | ( | |||||||||||||||||||||
| Operating income from discontinued operations | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Income from operations of discontinued operations before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ||||||||||||||||||||
| Income from operations of discontinued operations, net of tax | |||||||||||||||||||||||
| Gain on sale of discontinued operations (b) | |||||||||||||||||||||||
| Income from discontinued operations | |||||||||||||||||||||||
| Less: Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership | ( | ( | ( | ||||||||||||||||||||
| Less: Net (income) loss from discontinued operations attributable to noncontrolling interests in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income from discontinued operations attributable to Rayonier Inc. | $ | $ | $ | ||||||||||||||||||||
(a)The nine months ended September 30, 2025 includes transaction costs of $0.2 million. The three and nine months ended September 30, 2024 include transaction costs of $0.2 million and $0.7 million, respectively.
(b)The gain on sale of discontinued operations is not subject to income tax, as it relates to a partnership interest.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The major classes of the New Zealand operation’s assets and liabilities as reported on the December 31, 2024 Balance Sheet are as follows:
| December 31, 2024 | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | |||||||
Trade receivables, less allowance for doubtful accounts of $ | ||||||||
| Inventory | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION | ||||||||
| PROPERTY, PLANT AND EQUIPMENT | ||||||||
| Buildings | ||||||||
| Machinery and equipment | ||||||||
| Total property, plant and equipment, gross | ||||||||
| Less — accumulated depreciation | ( | |||||||
| Total property, plant and equipment, net | ||||||||
| RIGHT-OF-USE ASSETS | ||||||||
| OTHER ASSETS | ||||||||
| TOTAL ASSETS | $ | |||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | |||||||
| Current maturities of long-term debt, net | ||||||||
| Accrued taxes | ||||||||
| Accrued payroll and benefits | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM DEBT, NET | ||||||||
| LONG-TERM LEASE LIABILITY | ||||||||
| OTHER NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | |||||||
The following table summarizes the depreciation, depletion and amortization, capital expenditures and non-cash cost of land sold and improved development of the Company’s discontinued operations for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Depreciation, depletion and amortization | $ | $ | $ | ||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
| Non-cash cost of land and improved development | |||||||||||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
3. SEGMENT AND GEOGRAPHICAL INFORMATION
As of September 30, 2025, Rayonier operated in three five 77 % interest in the New Zealand joint venture and as a result, the New Zealand operations are shown as discontinued operations for all periods presented. On June 30, 2025, we completed the sale. See Note 2 — Discontinued Operations for additional information.
Effective with the third quarter of 2025, the Company realigned its segments considering the economic characteristics of each business unit and the way the chief operating decision maker (“CODM”), the Chief Executive Officer, now internally evaluates business performance and makes capital allocation decisions. As part of the realignment, the previously reported Trading segment’s log trading activities conducted in the U.S. South and Pacific Northwest are now reported in the respective Southern Timber or Pacific Northwest Timber segments based on geographical location. All prior period amounts have been reclassified to reflect the newly aligned segment structure.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense and income, income from operations of discontinued operations, gain on sale of discontinued operations, asset impairment charges, restructuring charges, costs related to disposition initiatives and Large Dispositions.
We believe that Operating income (loss), as defined by U.S. GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to Operating income (loss) as determined in accordance with U.S. GAAP. Operating income (loss) as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) is equal to segment income.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following tables summarize the segment information for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Total | |||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cut and haul costs | ( | ( | ( | ||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Non-cash cost of land and improved development | ( | ( | |||||||||||||||||||||
| Other costs and expenses (a) | ( | ( | ( | ( | |||||||||||||||||||
| Reportable segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Add: Asset impairment charge (b) | |||||||||||||||||||||||
| Add: Depreciation, depletion and amortization | |||||||||||||||||||||||
| Add: Non-cash cost of land and improved development | |||||||||||||||||||||||
| Reportable segment adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of reportable segment results to consolidated income before taxes | |||||||||||||||||||||||
| All other EBITDA (c) | ($ | ||||||||||||||||||||||
| Interest, net and miscellaneous income | |||||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ||||||||||||||||||||||
| Non-cash cost of land and improved development | ( | ||||||||||||||||||||||
| Non-operating expense | ( | ||||||||||||||||||||||
| Asset impairment charge (b) | ( | ||||||||||||||||||||||
| Net Income (d) | $ | ||||||||||||||||||||||
(a)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”
(c)All other EBITDA includes general corporate expenses.
(d)As no income tax expense was recognized for the three months ended September 30, 2025, net income is equal to income before taxes.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Three Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Total | |||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cut and haul costs | ( | ( | ( | ||||||||||||||||||||
| Port and freight costs | ( | ( | ( | ||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Non-cash cost of land and improved development | ( | ( | |||||||||||||||||||||
| Other costs and expenses (a) | ( | ( | ( | ( | |||||||||||||||||||
| Reportable segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Add: Depreciation, depletion and amortization | |||||||||||||||||||||||
| Add: Non-cash cost of land and improved development | |||||||||||||||||||||||
| Reportable segment adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of reportable segment results to consolidated income before taxes | |||||||||||||||||||||||
| All other EBITDA (b) | ($ | ||||||||||||||||||||||
| Interest, net and miscellaneous expense | ( | ||||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ||||||||||||||||||||||
| Non-cash cost of land and improved development | ( | ||||||||||||||||||||||
| Non-operating income (c) | |||||||||||||||||||||||
| Costs related to disposition initiatives (d) | ( | ||||||||||||||||||||||
| Income from Continuing Operations Before Income Taxes | $ | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Income from Continuing Operations | $ | ||||||||||||||||||||||
| Income from operations of discontinued operations, net of tax | |||||||||||||||||||||||
| Net Income | $ | ||||||||||||||||||||||
(a)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b)All other EBITDA includes general corporate expenses.
(c)Non-operating income includes $12.0 million of net recoveries associated with legal settlements, which is partially offset by $0.3 million of pension settlement charges. Net recoveries associated with legal settlements and pension settlement charges are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous (expense) income, net.”
(d)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023. Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating income (expense), net.”
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Nine Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Total | |||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cut and haul costs | ( | ( | ( | ||||||||||||||||||||
| Port and freight costs | ( | ( | |||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Non-cash cost of land and improved development | ( | ( | |||||||||||||||||||||
| Other costs and expenses (a) | ( | ( | ( | ( | |||||||||||||||||||
| Reportable segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Add: Asset impairment charge (b) | |||||||||||||||||||||||
| Add: Depreciation, depletion and amortization | |||||||||||||||||||||||
| Add: Non-cash cost of land and improved development | |||||||||||||||||||||||
| Reportable segment adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of reportable segment results to consolidated income before taxes | |||||||||||||||||||||||
| All other EBITDA (c) | ($ | ||||||||||||||||||||||
| Interest, net and miscellaneous expense | ( | ||||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ||||||||||||||||||||||
| Non-cash cost of land and improved development | ( | ||||||||||||||||||||||
| Non-operating expense (d) | ( | ||||||||||||||||||||||
| Asset impairment charge (b) | ( | ||||||||||||||||||||||
| Restructuring charges (e) | ( | ||||||||||||||||||||||
| Income from Continuing Operations Before Income Taxes | $ | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Income from Continuing Operations | $ | ||||||||||||||||||||||
| Income from operations of discontinued operations, net of tax | |||||||||||||||||||||||
| Gain on sale of discontinued operations | |||||||||||||||||||||||
| Net Income | $ | ||||||||||||||||||||||
(a)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”
(c)All other EBITDA includes corporate and other expenses.
(d)Non-operating expense includes $1.7 million of net costs associated with legal settlements. Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous (expense) income, net.”
(e)Restructuring charges include severance costs related to workforce optimization initiatives. Restructuring charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating income (expense), net.”
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Nine Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Total | |||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cut and haul costs | ( | ( | ( | ||||||||||||||||||||
| Port and freight costs | ( | ( | ( | ||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Non-cash cost of land and improved development | ( | ( | |||||||||||||||||||||
| Other costs and expenses (a) | ( | ( | ( | ( | |||||||||||||||||||
| Reportable segment operating income (loss) | $ | ($ | $ | $ | |||||||||||||||||||
| Add: Depreciation, depletion and amortization | |||||||||||||||||||||||
| Add: Non-cash cost of land and improved development | |||||||||||||||||||||||
| Reportable segment adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of reportable segment results to consolidated income before taxes | |||||||||||||||||||||||
| All other EBITDA (b) | ($ | ||||||||||||||||||||||
| Interest, net and miscellaneous expense | ( | ||||||||||||||||||||||
| Depreciation, depletion and amortization | ( | ||||||||||||||||||||||
| Non-cash cost of land and improved development | ( | ||||||||||||||||||||||
| Non-operating income (c) | |||||||||||||||||||||||
| Costs related to disposition initiatives (d) | ( | ||||||||||||||||||||||
| Income from Continuing Operations Before Income Taxes | $ | ||||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Income from Continuing Operations | $ | ||||||||||||||||||||||
| Income from operations of discontinued operations, net of tax | |||||||||||||||||||||||
| Net Income | $ | ||||||||||||||||||||||
(a)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b)All other EBITDA includes general corporate expenses.
(c)Non-operating income includes $9.6 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges. Net recoveries associated with legal settlements and pension settlement charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other miscellaneous (expense) income, net.”
(d)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023. Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating income (expense), net.”
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Capital Expenditures (a) | |||||||||||||||||||||||
| Southern Timber | $ | $ | $ | $ | |||||||||||||||||||
| Pacific Northwest Timber | |||||||||||||||||||||||
| Real Estate | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total Capital Expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Timberland Acquisitions | |||||||||||||||||||||||
| Southern Timber | |||||||||||||||||||||||
| Total Timberland Acquisitions | $ | $ | |||||||||||||||||||||
| Real Estate Development Investments (b) | $ | $ | $ | $ | |||||||||||||||||||
| Total Gross Capital Expenditures | $ | $ | $ | $ | |||||||||||||||||||
(a)Excludes timberland acquisitions and real estate development investments presented separately.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
4. REVENUE
PERFORMANCE OBLIGATIONS
We recognize revenue when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”). Unsatisfied performance obligations as of September 30, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue. Of these performance obligations, $25.5 million is expected to be recognized within the next twelve months , with the remaining $11.2 million expected to be recognized thereafter as we satisfy our performance obligations. We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component.
CONTRACT BALANCES
The following table summarizes revenue recognized during the three and nine months ended September 30, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue recognized from contract liability balance at the beginning of the year | $ | $ | $ | $ | |||||||||||||||||||
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our revenue from contracts with customers disaggregated by product type for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Total | |||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||
| Pulpwood | $ | $ | — | $ | |||||||||||||||||||
| Sawtimber | — | ||||||||||||||||||||||
| Hardwood | — | — | |||||||||||||||||||||
| Total Timber Sales | — | ||||||||||||||||||||||
| License Revenue, Primarily from Hunting | — | ||||||||||||||||||||||
| Land-Based Solutions (a) | — | ||||||||||||||||||||||
| Other Non-Timber Revenue | — | ||||||||||||||||||||||
| Total Non-Timber Sales | — | ||||||||||||||||||||||
| Improved Development | — | — | |||||||||||||||||||||
| Rural | — | — | |||||||||||||||||||||
| Timberland & Non-Strategic | — | — | |||||||||||||||||||||
| Deferred Revenue/Other (b) | — | — | |||||||||||||||||||||
| Total Real Estate Sales | — | — | |||||||||||||||||||||
| Revenue from Contracts with Customers | |||||||||||||||||||||||
| Lease Revenue | — | — | |||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Total | |||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||
| Pulpwood | $ | $ | — | $ | |||||||||||||||||||
| Sawtimber | — | ||||||||||||||||||||||
| Hardwood | — | — | |||||||||||||||||||||
| Total Timber Sales | — | ||||||||||||||||||||||
| Trading (c) | — | ||||||||||||||||||||||
| License Revenue, Primarily from Hunting | — | ||||||||||||||||||||||
| Land-Based Solutions (a) | — | ||||||||||||||||||||||
| Other Non-Timber Revenue | — | ||||||||||||||||||||||
| Total Non-Timber Sales | — | ||||||||||||||||||||||
| Improved Development | — | — | |||||||||||||||||||||
| Rural | — | — | |||||||||||||||||||||
| Conservation Easement | — | — | |||||||||||||||||||||
| Deferred Revenue/Other (b) | — | — | |||||||||||||||||||||
| Total Real Estate Sales | — | — | |||||||||||||||||||||
| Revenue from Contracts with Customers | |||||||||||||||||||||||
| Lease Revenue | — | — | |||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
(a) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
(b) Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales.
(c) Consists of log trading sales which are now included in the Southern Timber and Pacific Northwest Timber segments. See Note 3 — Segment and Geographical Information for further discussion of our reportable segments.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Nine Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Total | |||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||
| Pulpwood | $ | $ | — | $ | |||||||||||||||||||
| Sawtimber | — | ||||||||||||||||||||||
| Hardwood | — | — | |||||||||||||||||||||
| Total Timber Sales | — | ||||||||||||||||||||||
| Trading (a) | — | — | |||||||||||||||||||||
| License Revenue, Primarily From Hunting | — | ||||||||||||||||||||||
| Land-Based Solutions (b) | — | ||||||||||||||||||||||
| Other Non-Timber Revenue | — | ||||||||||||||||||||||
| Total Non-Timber Sales | — | ||||||||||||||||||||||
| Improved Development | — | — | |||||||||||||||||||||
| Unimproved Development | — | — | |||||||||||||||||||||
| Rural | — | — | |||||||||||||||||||||
| Timberland & Non-Strategic | — | — | |||||||||||||||||||||
| Deferred Revenue/Other (c) | — | — | |||||||||||||||||||||
| Total Real Estate Sales | — | — | |||||||||||||||||||||
| Revenue from Contracts with Customers | |||||||||||||||||||||||
| Lease Revenue | — | — | |||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Total | |||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||
| Pulpwood | $ | $ | — | $ | |||||||||||||||||||
| Sawtimber | — | ||||||||||||||||||||||
| Hardwood | — | — | |||||||||||||||||||||
| Total Timber Sales | — | ||||||||||||||||||||||
| Trading (a) | — | ||||||||||||||||||||||
| License Revenue, Primarily from Hunting | — | ||||||||||||||||||||||
| Land-Based Solutions (b) | — | ||||||||||||||||||||||
| Other Non-Timber Revenue | — | ||||||||||||||||||||||
| Total Non-Timber Sales | — | ||||||||||||||||||||||
| Improved Development | — | — | |||||||||||||||||||||
| Rural | — | — | |||||||||||||||||||||
| Timberland & Non-Strategic | — | — | |||||||||||||||||||||
| Conservation Easement | — | — | |||||||||||||||||||||
| Deferred Revenue/Other (c) | — | — | |||||||||||||||||||||
| Total Real Estate Sales | — | — | |||||||||||||||||||||
| Revenue from Contracts with Customers | |||||||||||||||||||||||
| Lease Revenue | — | — | |||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
(a) Consists of log trading sales which are now included in the Southern Timber and Pacific Northwest Timber segments. See Note 3 — Segment and Geographical Information for further discussion of our reportable segments.
(b) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
(c) Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our timber sales disaggregated by contract type for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended | Southern Timber | Pacific Northwest Timber | Total | ||||||||||||||
| September 30, 2025 | |||||||||||||||||
| Stumpage Pay-as-Cut | $ | — | $ | ||||||||||||||
| Stumpage Lump Sum | |||||||||||||||||
| Total Stumpage | |||||||||||||||||
| Delivered Wood (Domestic) | |||||||||||||||||
| Total Delivered | |||||||||||||||||
| Total Timber Sales | $ | $ | $ | ||||||||||||||
| September 30, 2024 | |||||||||||||||||
| Stumpage Pay-as-Cut | $ | — | $ | ||||||||||||||
| Stumpage Lump Sum | — | ||||||||||||||||
| Total Stumpage | |||||||||||||||||
| Delivered Wood (Domestic) | |||||||||||||||||
| Delivered Wood (Export) | |||||||||||||||||
| Total Delivered | |||||||||||||||||
| Total Timber Sales | $ | $ | $ | ||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Nine Months Ended | Southern Timber | Pacific Northwest Timber | Total | ||||||||||||||
| September 30, 2025 | |||||||||||||||||
| Stumpage Pay-as-Cut | $ | — | $ | ||||||||||||||
| Stumpage Lump Sum | |||||||||||||||||
| Total Stumpage | |||||||||||||||||
| Delivered Wood (Domestic) | |||||||||||||||||
| Delivered Wood (Export) | — | ||||||||||||||||
| Total Delivered | |||||||||||||||||
| Total Timber Sales | $ | $ | $ | ||||||||||||||
| September 30, 2024 | |||||||||||||||||
| Stumpage Pay-as-Cut | $ | $ | $ | ||||||||||||||
Stumpage Lump Sum | — | ||||||||||||||||
| Total Stumpage | |||||||||||||||||
Delivered Wood (Domestic) | |||||||||||||||||
Delivered Wood (Export) | |||||||||||||||||
| Total Delivered | |||||||||||||||||
Total Timber Sales | $ | $ | $ | ||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
5. NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES
Matariki Forestry Group
Prior to the sale of our New Zealand operations on June 30, 2025, we maintained a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns and leases New Zealand timberland. Accordingly, we consolidated the New Zealand subsidiary’s balance sheet and results of operations. Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Net (income) loss attributable to noncontrolling interests in consolidated affiliates.”
Due to the sale of the New Zealand subsidiary, we have deconsolidated its balance sheet as of June 30, 2025, and its income (loss) has been classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented. See Note 2 — Discontinued Operations for additional information.
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP
Noncontrolling interests in the Operating Partnership represents the third-party ownership of Redeemable Operating Partnership Units. Net income attributable to the noncontrolling interests in the Operating Partnership is computed by applying the weighted average Redeemable Operating Partnership Units outstanding during the period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income for the period. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the Operating Partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption.
The following table sets forth the Company’s noncontrolling interests in the Operating Partnership:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Beginning noncontrolling interests in the Operating Partnership | $ | $ | $ | $ | |||||||||||||||||||
Adjustment of noncontrolling interests in the Operating Partnership | ( | ( | |||||||||||||||||||||
Conversions of Redeemable Operating Partnership Units to common shares | ( | ( | ( | ( | |||||||||||||||||||
Net income attributable to noncontrolling interests in the Operating Partnership | |||||||||||||||||||||||
Other comprehensive loss attributable to noncontrolling interests in the Operating Partnership | ( | ( | ( | ( | |||||||||||||||||||
Distributions to noncontrolling interests in the Operating Partnership | ( | ( | ( | ( | |||||||||||||||||||
| Issuance of Redeemable Operating Partnership Units (a) | |||||||||||||||||||||||
Total noncontrolling interests in the Operating Partnership | $ | $ | $ | $ | |||||||||||||||||||
(a)Reflects the issuance of Redeemable Operating Partnership Units related to the Company’s special distribution of $1.80 per Operating Partnership unit, paid on January 30, 2025, to holders of record as of December 12, 2024. This distribution comprised a combination of cash and Redeemable Operating Partnership Units.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
6. EARNINGS PER SHARE AND PER UNIT
Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc. by the weighted average number of common shares outstanding. Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests (“NCI”) in the Operating Partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units and contingently issuable shares and units.
The following table provides details of the calculation of basic earnings per common share of the Company:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic earnings per common share | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income from continuing operations attributable to NCI in the Operating Partnership | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net loss from continuing operations attributable to NCI in consolidated affiliates | |||||||||||||||||||||||
| Net income from continuing operations attributable to Rayonier Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Net income from discontinued operations | $ | $ | $ | ||||||||||||||||||||
| Less: Net income from discontinued operations attributable to NCI in the Operating Partnership | ( | ( | ( | ||||||||||||||||||||
| Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income from discontinued operations attributable to Rayonier Inc. | $ | $ | $ | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to NCI in the Operating Partnership | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net (income) loss attributable to NCI in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income attributable to Rayonier Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per common share - weighted average shares | |||||||||||||||||||||||
| Basic earnings per common share attributable to Rayonier Inc.: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | $ | $ | ||||||||||||||||||||
| Basic earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following table provides details of the calculation of diluted earnings per common share of the Company:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Diluted earnings per common share | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net loss from continuing operations attributable to NCI in consolidated affiliates | |||||||||||||||||||||||
| Net income from continuing operations attributable to Rayonier Inc. used for determining diluted earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
| Net income from discontinued operations | $ | $ | $ | ||||||||||||||||||||
| Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income from discontinued operations attributable to Rayonier Inc. used for determining diluted earnings per common share | $ | $ | $ | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net (income) loss attributable to NCI in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income attributable to Rayonier Inc. used for determining diluted earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per common share - weighted average shares | |||||||||||||||||||||||
| Add: Dilutive effect of: | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Performance shares, restricted shares and restricted stock units | |||||||||||||||||||||||
| Noncontrolling interests in Operating Partnership units | |||||||||||||||||||||||
| Contingently issuable shares and units from special dividend | |||||||||||||||||||||||
| Denominator for diluted earnings per common share - adjusted weighted average share | |||||||||||||||||||||||
| Diluted earnings per common share attributable to Rayonier Inc.: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | $ | $ | ||||||||||||||||||||
| Diluted earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Anti-dilutive shares excluded from the computations of diluted earnings per common share: | |||||||||||||||||||||||
| Stock options, performance shares, restricted shares and restricted stock units | |||||||||||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units.
The following table provides details of the calculation of basic earnings per unit of the Operating Partnership:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic earnings per unit | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net loss from continuing operations attributable to NCI in consolidated affiliates | |||||||||||||||||||||||
| Net income from continuing operations available to unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income from discontinued operations | $ | $ | $ | ||||||||||||||||||||
| Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income from discontinued operations available to unitholders | $ | $ | $ | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net (income) loss attributable to NCI in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income available to unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per unit - weighted average units | |||||||||||||||||||||||
| Basic earnings per unit attributable to Rayonier, L.P.: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | $ | $ | ||||||||||||||||||||
| Basic earnings per unit | $ | $ | $ | $ | |||||||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following table provides details of the calculation of diluted earnings per unit of the Operating Partnership:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Diluted earnings per unit | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net loss from continuing operations attributable to NCI in consolidated affiliates | |||||||||||||||||||||||
| Net income from continuing operations available to unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income from discontinued operations | $ | $ | $ | ||||||||||||||||||||
| Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income from discontinued operations available to unitholders | $ | $ | $ | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net (income) loss attributable to NCI in consolidated affiliates | ( | ( | |||||||||||||||||||||
| Net income available to unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per unit - weighted average units | |||||||||||||||||||||||
| Add: Dilutive effect of unit equivalents: | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Performance shares, restricted shares and restricted stock units | |||||||||||||||||||||||
| Contingently issuable shares and units from special dividend | |||||||||||||||||||||||
| Denominator for diluted earnings per unit - adjusted weighted average units | |||||||||||||||||||||||
| Diluted earnings per unit attributable to Rayonier, L.P.: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | $ | $ | ||||||||||||||||||||
| Diluted earnings per unit | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit: | |||||||||||||||||||||||
| Stock options, performance shares, restricted shares and restricted stock units | |||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
7. DEBT
Our debt consisted of the following at September 30, 2025:
| September 30, 2025 | |||||
| Debt | |||||
Senior Notes due 2031 at a fixed interest rate of | $ | ||||
2015 Term Loan borrowings due 2028 at a variable interest rate of | |||||
2016 Incremental Term Loan borrowings due 2026 at a variable interest rate of | |||||
2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of | |||||
| Total principal debt | |||||
Less: Current maturities of long-term debt, net of deferred financing costs of $ | ( | ||||
| Less: Unamortized discounts | ( | ||||
| Less: Deferred financing costs | ( | ||||
| Total long-term debt, net | $ | ||||
The following table contains information on the outstanding variable rate debt as of September 30, 2025:
| Debt | Periodic Interest Rate | Effective Fixed Interest Rate (a) | ||||||
| 2015 Term Loan | Daily Simple SOFR + | % | ||||||
| 2016 Incremental Term Loan | Daily Simple SOFR + | % | ||||||
| 2021 Incremental Term Loan | Daily Simple SOFR + | % | ||||||
(a) Effective interest rate is after consideration of interest rate swaps and estimated patronage.
Principal payments due during the next five years and thereafter are as follows:
| Total | |||||
| 2025 | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total debt | $ | ||||
2025 DEBT ACTIVITY
REVOLVING CREDIT FACILITY
In August 2025, we amended and restated our credit agreement, primarily to extend the maturity date of the Revolving Credit Facility. The maturity of the $300 million Revolving Credit Facility was extended from June 2026 to August 2030.
In connection with the amendment, we concurrently modified the following terms:
•The commitment under the Revolving Credit Facility was reduced from $300 million to $200 million.
•The 0.1 % credit spread adjustment previously added to the Revolving Credit Facility during the 2022 transition from LIBOR to SOFR was eliminated.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
•The 0.1 % credit spread adjustment on each of our three Term Loans was merged into the respective Term loan’s base rate. This modification resulted in no change to the all-in fixed rate for each Term loan.
In connection with the amendments, we recorded deferred financing costs in the amount of $0.8 million, which will be amortized to interest expense over the term of the extended credit agreement.
During the nine months ended September 30, 2025, we made no borrowings or repayments on our Revolving Credit Facility. At September 30, 2025, we had available borrowings of $192.4 million under the Revolving Credit Facility, net of $7.6 million securing outstanding letters of credit.
DEBT COVENANTS
In connection with our 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios.
The covenants listed below, which are the most significant financial covenants in effect as of September 30, 2025, are calculated on a trailing 12-month basis:
| Covenant Requirement | Actual Ratio | Favorable | |||||||||||||||
| Covenant EBITDA to consolidated interest expense should not be less than | |||||||||||||||||
| Covenant debt to covenant net worth plus covenant debt shall not exceed | % | % | % | ||||||||||||||
In addition to the financial covenants listed above, the Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others. Prior to the sale of our New Zealand subsidiary, we obtained a consent agreement from the lenders party to the aforementioned term loan and incremental term loan agreements, as well as our revolving credit facility, which provided a one-time modification to waive certain disposition-related covenants contained therein. Therefore, the consideration received from the New Zealand disposition did not count towards our defined disposition limits. At September 30, 2025, we were in compliance with all applicable covenants.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Our financial results are subject to market risk from potential changes in interest rates. To manage this exposure, we utilize derivative financial instruments.
INTEREST RATE PRODUCTS
We are exposed to cash flow interest rate risk on our variable-rate debt. To hedge this exposure, we use variable-to-fixed interest rate swaps. For these swaps, the gains or losses from changes in their fair value are reported in AOCI and are reclassified to interest expense in the period the hedged interest payments affect earnings.
In the event that a cash flow hedge is de-designated or terminated while the hedged item remains, the unrealized gain or loss on the hedge at the time of de-designation remains in AOCI and is amortized to interest expense on a straight-line basis over the remaining life of the hedged item. Conversely, if the hedged item becomes ineffective, the related gain or loss is immediately reclassified from AOCI to earnings.
INTEREST RATE SWAPS
The following table contains information on the outstanding interest rate swaps as of September 30, 2025:
| Outstanding Interest Rate Swaps (a) | ||||||||||||||||||||
| Date Entered Into | Term | Notional Amount | Related Debt Facility | Fixed Rate of Swap | Bank Margin on Debt | Total Effective Interest Rate (b) | ||||||||||||||
| April 2016 | $ | 2016 Incremental Term Loan | % | % | % | |||||||||||||||
| April 2016 | 2016 Incremental Term Loan | % | % | % | ||||||||||||||||
| February 2022 | 2021 Incremental Term Loan | % | % | % | ||||||||||||||||
| August 2024 | 2015 Term Loan | % | % | % | ||||||||||||||||
| August 2024 | 2015 Term Loan | % | % | % | ||||||||||||||||
| August 2024 | 2015 Term Loan | % | % | % | ||||||||||||||||
(a)All interest rate swaps are designated as cash flow hedges and qualify for hedge accounting.
(b)Rate is before estimated patronage payments.
The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| Income Statement Location | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Interest rate products | Other comprehensive income (loss), relating to continuing operations | $ | ($ | ($ | $ | ||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $11.9 million. The following table provides details of these expected reclassifications:
| Amount expected to be reclassified into earnings in next 12 months | |||||
| Derivatives designated as cash flow hedges: | |||||
| Interest rate products (a) | $ | ||||
| Total estimated net gain on derivatives contracts | $ | ||||
(a) These reclassified amounts are expected to perfectly offset variable interest rate payments to debt holders, resulting in no net impact on our earnings or cash flows.
The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:
| Notional Amount | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||
| Interest rate swaps | $ | $ | |||||||||
| Location on Balance Sheet | Fair Value Assets / (Liabilities) (a) | ||||||||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||
| Interest rate swaps | Other current assets | $ | |||||||||||||||
| Other assets | |||||||||||||||||
| Total derivative assets | $ | $ | |||||||||||||||
(a) See Note 9 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy.
OFFSETTING DERIVATIVES
We present derivative financial instruments at their gross fair values in the Consolidated Balance Sheets. These instruments are not subject to master netting arrangements that would permit the right of offset.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
9. FAIR VALUE MEASUREMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following table presents the carrying amount and estimated fair values of our financial instruments as of September 30, 2025 and December 31, 2024, using market information valuation methodologies we believe are appropriate under GAAP:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Asset (Liability) (a) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Restricted cash, current (b) | ||||||||||||||||||||||||||||||||||||||
| Restricted cash, non-current (b) | ||||||||||||||||||||||||||||||||||||||
| Current maturities of long-term debt (c) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Long-term debt (c) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Interest rate swaps (d) | ||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests in the Operating Partnership (e) | ||||||||||||||||||||||||||||||||||||||
(a)We did not have Level 3 assets or liabilities at September 30, 2025 or December 31, 2024.
(b)Restricted cash includes proceeds from like-kind exchange sales held by a third-party intermediary and cash held in escrow. See Note 18 — Restricted Cash for additional information.
(c)The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt. See Note 7 — Debt for additional information.
(d)See Note 8 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.
(e)Noncontrolling interests in the Operating Partnership, representing ownership of Rayonier, L.P. units by parties other than the Company, are classified as temporary equity and are neither assets nor liabilities on the Company’s Consolidated Balance Sheets. See Note 5 — Noncontrolling Interests for additional information.
We use the following methods and assumptions in estimating the fair value of our financial instruments:
Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value.
Debt — The fair value of fixed-rate debt is determined using quoted market prices for debt with comparable terms and maturities. For variable-rate debt, the carrying value approximates fair value as the interest rate adjusts with market changes.
Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected future cash flows for each instrument at prevailing interest rates.
Noncontrolling interests in the Operating Partnership — The fair value of noncontrolling interests in the Operating Partnership is determined by using the period-end closing price of Rayonier Inc. common shares.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
10. CONTINGENCIES
We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow.
11. ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
Federal and state environmental laws in our operating areas hold current and former property owners liable for cleanup or restoration. These laws often impose “strict liability,” meaning owners or operators didn’t necessarily cause, and may not have even been aware of, the release of contaminated materials. Similarly, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners for natural resource damages (“NRD”) resulting from releases of contaminants on or from their property, regardless of culpability for the release. Like cleanup liability, NRD liability can attach to property due to such contamination.
Changes in environmental and NRD liabilities
| Port Gamble, WA | |||||
Non-current portion at December 31, 2024 | $ | ||||
| Plus: Current portion | |||||
Total Balance at December 31, 2024 | |||||
| Expenditures charged to liabilities | ( | ||||
| Increase to liabilities (a) | |||||
Total Balance at September 30, 2025 | |||||
| Less: Current portion | ( | ||||
Non-current portion at September 30, 2025 | $ | ||||
(a)The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the nine months ended September 30, 2025.
Upland mill site cleanup activities have been completed, and we anticipate that NRD restoration will be completed within the next year. Monitoring activities associated with the Port Gamble Bay, mill site, and landfills will continue for an additional 15 to 20 years. NRD costs are subject to change as the restoration projects progress. It is reasonably possible that these components of the liability may increase as construction continues. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount.
We do not currently anticipate any material loss in excess of the amounts accrued; however, we are not able to estimate a possible loss or range of loss, if any, in excess of the established liabilities. Our future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations, and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
12. GUARANTEES
We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.
As of September 30, 2025, the following financial guarantees were outstanding:
| Financial Commitments (a) | Maximum Potential Payment | |||||||
| Standby letters of credit (b) | $ | |||||||
| Surety bonds (c) | ||||||||
| Total financial commitments | $ | |||||||
(a)We have not recorded any liabilities for these financial commitments in our Consolidated Balance Sheets. The guarantees are not subject to measurement as the guarantees are dependent on our own performance.
(b)Approximately $6.3 million of the standby letters of credit provide credit support for real estate construction in our Wildlight development project. The remaining letters of credit support various insurance related agreements. These letters of credit will expire at various dates in 2025 and 2026 and will be renewed as required.
(c)Surety bonds primarily secure performance obligations for various operational activities and provide collateral for our Wildlight (Nassau County, Florida) and Heartwood (Richmond Hill, Georgia) development projects. These surety bonds expire on various dates through 2027 and are expected to be renewed as required.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
13. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
We routinely assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.
Changes in higher and better use timberlands and real estate development investments from December 31, 2024 to September 30, 2025 are shown below:
Higher and Better Use Timberlands and Real Estate Development Investments | |||||||||||||||||
| Land and Timber | Development Investments | Total | |||||||||||||||
Non-current portion at December 31, 2024 | $ | $ | $ | ||||||||||||||
| Plus: Current portion (a) | |||||||||||||||||
Total Balance at December 31, 2024 | |||||||||||||||||
| Non-cash cost of land and improved development | ( | ( | ( | ||||||||||||||
| Amortization of parcel real estate development investments | ( | ( | |||||||||||||||
| Timber depletion from harvesting activities and basis of timber sold in real estate sales | ( | ( | |||||||||||||||
| Capitalized real estate development investments (b) | |||||||||||||||||
| Capital expenditures (silviculture) | |||||||||||||||||
| Intersegment transfers | |||||||||||||||||
| Other (c) | ( | ( | |||||||||||||||
Total Balance at September 30, 2025 | |||||||||||||||||
| Less: Current portion (a) | ( | ( | ( | ||||||||||||||
Non-current portion at September 30, 2025 | $ | $ | $ | ||||||||||||||
(a)The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 14 — Inventory for additional information.
(b)Capitalized real estate development investments include $0.7 million of capitalized interest and $3.8 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year.
(c)Other includes a $7.0 million non-cash asset impairment charge recognized on certain Higher and Better Use Timberland assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The Company identified indicators of impairment, principally observed decreases in the market value of the underlying real property assets. Accordingly, the Company performed a long-lived asset impairment analysis and determined that the carrying value of these assets exceeded their estimated fair value. The resulting impairment charge was measured as the amount by which the carrying value of the impaired assets exceeded their estimated fair value. The estimated fair value was determined using projected discounted future cash flows, incorporating relevant and updated market data as of the measurement date.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
14. INVENTORY
As of September 30, 2025 and December 31, 2024, our inventory consisted entirely of finished goods, as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Finished goods inventory | |||||||||||
| Real estate inventory (a) | $ | $ | |||||||||
| Log inventory | |||||||||||
| Total inventory | $ | $ | |||||||||
(a)Represents the cost of HBU real estate expected to be sold, including capitalized development investments. See Note 13 — Higher And Better Use Timberlands and Real Estate Development Investments for additional information.
15. OTHER OPERATING INCOME (EXPENSE), NET
Other operating income (expense), net consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Gain (loss) on sale or disposal of property, plant and equipment | $ | ($ | $ | ||||||||||||||||||||
| Restructuring charges (a) | ( | ||||||||||||||||||||||
| Costs related to disposition initiatives (b) | ( | ( | |||||||||||||||||||||
| Miscellaneous income, net | |||||||||||||||||||||||
| Total | $ | ($ | ($ | ($ | |||||||||||||||||||
(a)Restructuring charges include severance costs related to workforce optimization initiatives.
(b)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
16. INCOME TAXES
Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S. federal or state income tax. As of September 30, 2025, Rayonier owns a 98.9 % interest in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership. The taxable income or loss generated by the Operating Partnership is passed through and reported to its unit holders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return.
Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS. The TRS subsidiaries are subject to United States federal and state corporate income tax.
PROVISION FOR INCOME TAXES
The Company’s tax expense for continuing operations is principally related to state income tax. The following table contains the income tax (expense) benefit recognized on the Consolidated Statements of Income and Comprehensive Income (Loss):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Income tax (expense) benefit (a) | ($ | ($ | $ | ||||||||||||||||||||
(a)The nine months ended September 30, 2024 included a $1.2 million income tax benefit related to the pension settlement.
ANNUAL EFFECTIVE TAX RATE
The Company’s effective tax rate after discrete items is below the 21.0 % U.S. statutory rate due to tax benefits associated with being a REIT. The following table contains the Company’s annualized effective tax rate after discrete items for its continuing operations:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Annualized effective tax rate after discrete items | % | ( | %) | ||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in AOCI by component for the nine months ended September 30, 2025 and the year ended December 31, 2024. All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.
| Foreign currency translation (losses) gains | Net investment hedges of New Zealand subsidiary | Cash flow hedges | Employee benefit plans | Total Rayonier, L.P. | Allocation of Operating Partnership | Total Rayonier Inc. | |||||||||||||||||||||||||||||||||||
Balance as of December 31, 2023 | ($ | $ | $ | ($ | $ | ($ | $ | ||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | (a) | ( | ( | |||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive (loss) income | ( | (b) | ( | ( | |||||||||||||||||||||||||||||||||||||
| Net other comprehensive (loss) income | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | ($ | $ | $ | $ | ($ | ($ | ($ | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (a) | ( | |||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive (loss) income | ( | ( | (b) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive (loss) income due to deconsolidation of discontinued operations | (c) | ( | (c) | ( | (c) | ||||||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | $ | ($ | $ | ||||||||||||||||||||||||||||||||||||
(a)The nine months ended September 30, 2025 includes $4.8 million of other comprehensive loss related to interest rate products. The year ended December 31, 2024 included $21.8 million of other comprehensive income related to interest rate products. See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.
(b)This component of other comprehensive (loss) income is included in the computation of net periodic pension and post-retirement costs. The year ended December 31, 2024 includes a pension settlement charge of $4.6 million, net of tax of $1.2 million.
(c)The nine months ended September 30, 2025 includes $29.1 million of other comprehensive loss related to the deconsolidation of discontinued operations that was reclassified from AOCI to gain on sale of discontinued operations in the Consolidated Statements of Income and Comprehensive Income (Loss).
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(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the nine months ended September 30, 2025 and September 30, 2024:
| Details about accumulated other comprehensive income (loss) components | Amount reclassified from accumulated other comprehensive (loss) income | Affected line item in the Income Statement | ||||||||||||||||||
| September 30, 2025 | September 30, 2024 | |||||||||||||||||||
| Realized loss on foreign currency exchange contracts | $ | $ | Income from operations of discontinued operations, net of tax | |||||||||||||||||
| Realized loss on foreign currency option contracts | Income from operations of discontinued operations, net of tax | |||||||||||||||||||
| Noncontrolling interests | ( | ( | Comprehensive loss attributable to noncontrolling interests | |||||||||||||||||
| Realized gain on interest rate contracts | ( | ( | Interest expense, net | |||||||||||||||||
| Income tax effect from net loss on foreign currency contracts | ( | ( | Income from operations of discontinued operations, net of tax | |||||||||||||||||
| Net gain on cash flow hedges reclassified from accumulated other comprehensive loss | ($ | ($ | ||||||||||||||||||
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
18. RESTRICTED CASH
Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary and cash held in escrow. In order to qualify for LKE treatment, the proceeds from real estate sales must be deposited with a third-party intermediary. These proceeds are accounted for as restricted cash until a suitable replacement property is acquired. In the event LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash. Additionally, restricted cash includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.
The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows:
| September 30, | December 31, | September 30, | |||||||||||||||
| 2025 | 2024 | 2024 | |||||||||||||||
| Restricted cash, current: | |||||||||||||||||
| Restricted cash deposited with LKE intermediary | $ | ||||||||||||||||
| Total restricted cash, current: | |||||||||||||||||
| Restricted cash, non-current: | |||||||||||||||||
| Restricted cash held in escrow | |||||||||||||||||
| Restricted cash deposited with LKE intermediary | |||||||||||||||||
| Total restricted cash, non-current: | |||||||||||||||||
| Total restricted cash shown in the Consolidated Balance Sheets | |||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows | $ | $ | $ | ||||||||||||||
19. ASSETS HELD FOR SALE (EXCLUDING DISCONTINUED OPERATIONS)
Assets held for sale (excluding discontinued operations) comprise properties not included in inventory that are expected to be sold within 12 months and meet the held-for-sale criteria of ASC 360-10-45-9. The basis of these properties was $3.4 million and $5.4 million, as of September 30, 2025, and December 31, 2024, respectively. As the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized during the nine months ended September 30, 2025.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
When we refer to “Rayonier” or “the Company” we mean Rayonier Inc. and its consolidated subsidiaries. References to the “Operating Partnership” mean Rayonier, L.P. and its consolidated subsidiaries. References to “we,” “us,” or “our,” mean collectively Rayonier Inc., the Operating Partnership and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating Partnership. References herein to “Notes to Financial Statements” refer to the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. included in Item 1 of this report.
This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors which may affect future results. Our MD&A should be read in conjunction with our Consolidated Financial Statements included in Item 1 of this report, our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and information contained in our subsequent reports filed with the Securities and Exchange Commission (the “SEC”).
In March 2025, we entered into a purchase and sale agreement to divest our entire 77% interest in the New Zealand joint venture. On June 30, 2025, we completed the sale. Accordingly, the New Zealand joint venture’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.
Unless otherwise noted, amounts and disclosures throughout this MD&A relate to our continuing operations. See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture.
Effective during the third quarter of 2025, the previously reported Trading segment’s log trading activities conducted in the U.S. South and Pacific Northwest are now reported in the respective Southern Timber and Pacific Northwest Timber segments. All prior amounts have been reclassified to reflect the newly aligned segment structure. See Note 3 — Segment and Geographical Information for additional information.
FORWARD-LOOKING STATEMENTS
Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if any, business and market conditions, outlook, expected dividend rate, our acquisition and disposition activity, including the ability to realize the intended benefits of our proposed merger with PotlatchDeltic Corporation and the risk that we may fail to complete the proposed merger on the terms contemplated or at all, expected harvest schedules, timberland acquisitions and dispositions, the anticipated benefits of our business strategies, including the recent sale of the entities holding our interest in the New Zealand joint venture and the anticipated use of proceeds from such sale, and other similar statements relating to our future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “project,” “anticipate” and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While management believes that these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. The risk factors contained in Item 1A — Risk Factors in our 2024 Form 10-K, as well as the risk factor contained in Part II, Item 1A — Risk Factors in this quarterly report on Form 10-Q, and similar discussions included in other reports that we subsequently file with the SEC, among others, could cause actual results or events to differ materially from our historical experience and those expressed in forward-looking statements made in this document.
Forward-looking statements are only as of the date they are made, and we undertake no duty to update our forward-looking statements except as required by law. You are advised, however, to review any subsequent disclosures we make on related subjects in subsequent reports filed with the SEC.
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NON-GAAP MEASURES
To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP measures, including “Cash Available for Distribution,” and “Adjusted EBITDA,” which are defined and further explained in Performance and Liquidity Indicators below. Reconciliation of such measures to the nearest GAAP measures can also be found in Performance and Liquidity Indicators below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
OBJECTIVE
The objective of the Management’s Discussion and Analysis is to detail material information, events, uncertainties and other factors impacting the Company and the Operating Partnership and to provide investors an understanding of “Management’s perspective.” Item 2, Management’s Discussion and Analysis highlights the critical areas for evaluating our performance which includes a discussion on the reportable segments, liquidity and capital, and critical accounting estimates. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes.
OUR COMPANY
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the United States. We invest in timberlands and actively manage them to provide current income and attractive long-term returns to our shareholders. We conduct our business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole general partner. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, and Real Estate. Due to the sale of our entire 77% interest in the New Zealand joint venture, the results of our New Zealand operations have been reflected as discontinued operations. See Note 3 — Segment and Geographical Information for further discussion of our reportable segments and Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture. As of September 30, 2025, we owned or leased under long-term agreements approximately 2.0 million acres of timberlands located in the U.S. South (1.72 million acres) and U.S. Pacific Northwest (307,000 acres).
SEGMENT INFORMATION
The Southern Timber and Pacific Northwest Timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, revenue from land-based solutions such as carbon capture and storage and solar energy, and log trading activities conducted from the U.S. South and Pacific Northwest.
The Real Estate segment includes all land sales disaggregated into six sales categories: Improved Development, Unimproved Development, Rural, Timberland & Non-Strategic, Conservation Easements and Large Dispositions. It also includes residential and commercial lease activity, primarily in the town of Port Gamble, Washington.
ENVIRONMENTAL MATTERS
For a full description of our environmental matters, see Item 1 - “Business” in our Annual Report on Form 10-K for the year ended December 31, 2024 and our sustainability report located at our Responsible Stewardship webpage.
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CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements requires us to make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information we believe are reasonable. Actual results may differ from these estimates. For a full description of our critical accounting policies, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
See Note 1 — Basis of Presentation for a summary of recently issued accounting standards.
INDUSTRY AND MARKET CONDITIONS
The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other wood products. The significant majority of timber sold in our Southern Timber segment is consumed domestically. With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, lumber, and to a lesser extent wood pellets. Our Pacific Northwest Timber segment relies primarily on domestic lumber customers but demand for log exports to Asia-Pacific countries can also contribute to demand in the region. The Southern Timber and Pacific Northwest Timber segments are sensitive to the strength of U.S. lumber markets, which are closely tied to housing starts. The strength of U.S. lumber markets could also be affected by a 10% ad valorem duty on softwood timber and lumber imports that came into effect on October 14, 2025, following an investigation authorized under Section 232 of the Trade Expansion Act of 1962 arising from Executive Order 14223 Addressing the Threat to National Security from Imports of Timber, Lumber, and Their Derivative Products (March 1, 2025). These tariffs, along with increased duties on Canadian lumber from the sixth administrative review of the anti-dumping and countervailing order on softwood lumber from Canada, could increase lumber prices and/or increase U.S. domestic production of wood products to meet domestic demand, which could likewise increase domestic log demand and pricing. However, this could potentially be partially offset by softer end-market demand due to increased construction costs and/or weaker overall market conditions stemming from changes in trade policy and/or broader economic uncertainty.
Pricing within our timber segments is subject to broad macroeconomic influences and local market conditions. Residential construction activity is a key macroeconomic factor. Locally, prices can fluctuate based on weather patterns, available log inventories, mill demand, and access to export markets. Currently, in our Southern Timber segment, pine stumpage realizations continue to be constrained by softer overall demand for pulpwood and sawtimber, recent mill closures and the lingering effects of significant salvage activity earlier in the year. Meanwhile, the Pacific Northwest Timber segment has seen generally stable weighted-average delivered log prices due to balanced supply and demand. While Executive Order 14225, Immediate Expansion of American Timber Production (March 1, 2025) could increase the supply of available timber from federal lands, any potential impacts would likely be most prevalent in the Pacific Northwest. Further, despite the potential long-term increase in the supply of available timber, significant logistical and infrastructure-related challenges will likely limit near-term market impacts.
We are also subject to the risk of price fluctuations in key operational costs, which primarily include logging and transportation (cut and haul). Additionally, our cost of sales is significantly influenced by the cost basis of timber sold (depletion) and real estate sold. Depletion represents the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs. The cost basis of real estate sold includes land costs and direct development and construction expenses for specific projects, including infrastructure, roadways, utilities, amenities and other improvements. While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass-through any such increased costs resulting from tariffs. Other costs include amortization of capitalized road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs.
Our Real Estate segment is exposed to changes in interest and mortgage rates, which could negatively impact buyer demand. However, our improved development projects, Wildlight, north of Jacksonville, Florida, and Heartwood, south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have so far outweighed the impacts of higher interest rates.
For additional information on market conditions impacting our business, see Results of Operations.
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DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD
See Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield in our 2024 Form 10-K.
OUR TIMBERLANDS
Our timber operations are disaggregated into two geographically distinct segments: Southern Timber and Pacific Northwest Timber. The following tables provide a breakdown of our timberland holdings as of September 30, 2025 and December 31, 2024.
| (acres in 000s) | As of September 30, 2025 | As of December 31, 2024 | |||||||||||||||||||||||||||||||||
| Owned | Leased | Total | Owned | Leased | Total | ||||||||||||||||||||||||||||||
| Southern | |||||||||||||||||||||||||||||||||||
| Alabama | 248 | 3 | 251 | 250 | 3 | 253 | |||||||||||||||||||||||||||||
| Arkansas | — | 1 | 1 | — | 2 | 2 | |||||||||||||||||||||||||||||
| Florida | 337 | 30 | 367 | 360 | 35 | 395 | |||||||||||||||||||||||||||||
| Georgia | 610 | 49 | 659 | 611 | 49 | 660 | |||||||||||||||||||||||||||||
| Louisiana | 146 | — | 146 | 146 | — | 146 | |||||||||||||||||||||||||||||
| South Carolina | 15 | — | 15 | 15 | — | 15 | |||||||||||||||||||||||||||||
| Texas | 276 | — | 276 | 279 | — | 279 | |||||||||||||||||||||||||||||
| 1,632 | 83 | 1,715 | 1,661 | 89 | 1,750 | ||||||||||||||||||||||||||||||
| Pacific Northwest | |||||||||||||||||||||||||||||||||||
| Oregon | 6 | — | 6 | 6 | — | 6 | |||||||||||||||||||||||||||||
| Washington | 299 | 2 | 301 | 299 | 3 | 302 | |||||||||||||||||||||||||||||
| 305 | 2 | 307 | 305 | 3 | 308 | ||||||||||||||||||||||||||||||
| New Zealand (a) | — | — | — | 178 | 234 | 412 | |||||||||||||||||||||||||||||
| Total | 1,937 | 85 | 2,022 | 2,144 | 326 | 2,470 | |||||||||||||||||||||||||||||
(a)Represents legal acres owned and leased by our 77% New Zealand joint venture interest, which was sold on June 30, 2025. See Note 2 — Discontinued Operations for additional information.
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The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2024 to September 30, 2025:
| (acres in 000s) | Acres Owned | ||||||||||||||||||||||
December 31, 2024 | Acquisitions | Sales | September 30, 2025 | ||||||||||||||||||||
| Southern | |||||||||||||||||||||||
| Alabama | 250 | — | (2) | 248 | |||||||||||||||||||
| Florida | 360 | — | (23) | 337 | |||||||||||||||||||
| Georgia | 611 | — | (1) | 610 | |||||||||||||||||||
| Louisiana | 146 | — | — | 146 | |||||||||||||||||||
| South Carolina | 15 | — | — | 15 | |||||||||||||||||||
| Texas | 279 | — | (3) | 276 | |||||||||||||||||||
| 1,661 | — | (29) | 1,632 | ||||||||||||||||||||
| Pacific Northwest | |||||||||||||||||||||||
| Oregon | 6 | — | — | 6 | |||||||||||||||||||
| Washington | 299 | — | — | 299 | |||||||||||||||||||
| 305 | — | — | 305 | ||||||||||||||||||||
| New Zealand (a) | 178 | — | (178) | — | |||||||||||||||||||
| Total | 2,144 | — | (207) | 1,937 | |||||||||||||||||||
(a)Represents legal acres owned by our 77% New Zealand joint venture interest, which was sold on June 30, 2025. See Note 2 — Discontinued Operations for additional information.
| (acres in 000s) | Acres Leased | ||||||||||||||||||||||
December 31, 2024 | New Leases | Sold/Expired Leases (a) | September 30, 2025 | ||||||||||||||||||||
| Southern | |||||||||||||||||||||||
| Alabama | 3 | — | — | 3 | |||||||||||||||||||
| Arkansas | 2 | — | (1) | 1 | |||||||||||||||||||
| Florida | 35 | — | (5) | 30 | |||||||||||||||||||
| Georgia | 49 | — | — | 49 | |||||||||||||||||||
| 89 | — | (6) | 83 | ||||||||||||||||||||
| Pacific Northwest | |||||||||||||||||||||||
| Washington (b) | 3 | — | (1) | 2 | |||||||||||||||||||
| New Zealand (c) | 234 | — | (234) | — | |||||||||||||||||||
| Total | 326 | — | (241) | 85 | |||||||||||||||||||
(a)Southern includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres. New Zealand includes the impact of the sale of our New Zealand subsidiary.
(b)Primarily timber reservations acquired in the merger with Pope Resources.
(c)Represents legal acres leased by our 77% New Zealand joint venture interest, which was sold on June 30, 2025. See Note 2 — Discontinued Operations for additional information.
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RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
The following table provides key financial information by segment and on a consolidated basis:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Financial Information (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Southern Timber | $66.8 | $62.4 | $171.1 | $192.5 | |||||||||||||||||||
| Pacific Northwest Timber | 19.9 | 31.6 | 65.5 | 83.8 | |||||||||||||||||||
| Real Estate | |||||||||||||||||||||||
| Improved Development | 20.6 | 12.0 | 32.4 | 16.4 | |||||||||||||||||||
| Unimproved Development | — | — | 3.0 | — | |||||||||||||||||||
| Rural | 7.3 | 13.8 | 28.3 | 30.0 | |||||||||||||||||||
| Timberland & Non-Strategic | 53.5 | — | 53.5 | 0.6 | |||||||||||||||||||
| Conservation Easement | — | 1.1 | — | 1.1 | |||||||||||||||||||
| Deferred Revenue/Other (a) | 9.4 | 3.2 | 13.2 | 13.0 | |||||||||||||||||||
| Total Real Estate | 90.8 | 30.1 | 130.4 | 61.1 | |||||||||||||||||||
| Total Sales | $177.5 | $124.1 | $367.0 | $337.4 | |||||||||||||||||||
| Operating Income (Loss) | |||||||||||||||||||||||
| Southern Timber | $22.5 | $19.8 | $45.3 | $59.9 | |||||||||||||||||||
| Pacific Northwest Timber | 1.8 | 0.8 | 3.5 | (5.0) | |||||||||||||||||||
| Real Estate (b) | 26.4 | 8.6 | 35.2 | 9.0 | |||||||||||||||||||
| Corporate and Other (c) | (9.0) | (10.4) | (27.7) | (31.9) | |||||||||||||||||||
| Operating Income | 41.7 | 18.8 | 56.3 | 32.0 | |||||||||||||||||||
| Interest expense, net | (6.8) | (9.2) | (19.7) | (27.2) | |||||||||||||||||||
| Interest income | 9.8 | 1.1 | 15.0 | 4.8 | |||||||||||||||||||
| Other miscellaneous (expense) income, net (d) | (1.0) | 11.5 | (3.4) | 3.3 | |||||||||||||||||||
| Income tax (expense) benefit (e) | — | — | (0.3) | 1.0 | |||||||||||||||||||
| Income from continuing operations | 43.7 | 22.2 | 47.9 | 13.9 | |||||||||||||||||||
| Income from operations of discontinued operations, net of tax | — | 8.2 | 1.9 | 21.9 | |||||||||||||||||||
| Gain on sale of discontinued operations | — | — | 404.4 | — | |||||||||||||||||||
| Income from discontinued operations | — | 8.2 | 406.3 | 21.9 | |||||||||||||||||||
| Net Income | 43.7 | 30.4 | 454.2 | 35.8 | |||||||||||||||||||
| Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates | — | (1.3) | 0.2 | (3.3) | |||||||||||||||||||
| Net Income Attributable to Rayonier, L.P. | $43.7 | $29.1 | $454.4 | $32.5 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests in the Operating Partnership | (0.5) | (0.3) | (5.9) | (0.5) | |||||||||||||||||||
| Net Income Attributable to Rayonier Inc. | $43.2 | $28.8 | $448.5 | $32.0 | |||||||||||||||||||
| Adjusted EBITDA (f) | |||||||||||||||||||||||
| Southern Timber | $42.7 | $37.9 | $98.1 | $116.6 | |||||||||||||||||||
| Pacific Northwest Timber | 6.4 | 8.7 | 19.1 | 19.3 | |||||||||||||||||||
| Real Estate | 73.8 | 19.9 | 94.4 | 29.0 | |||||||||||||||||||
| Corporate and Other | (8.6) | (9.3) | (25.4) | (29.8) | |||||||||||||||||||
| Total Adjusted EBITDA | $114.3 | $57.2 | $186.2 | $135.2 | |||||||||||||||||||
(a)Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to residential and commercial lease revenue.
(b)The three and nine months ended September 30, 2025 includes a $7.0 million asset impairment charge.
(c)The nine months ended September 30, 2025 includes $1.1 million of restructuring charges. The three and nine months ended September 30, 2024 includes $0.7 million and $0.8 million, respectively, of costs related to disposition initiatives.
(d)The nine months ended September 30, 2025 includes $1.7 million of net costs associated with legal settlements. The three months ended September 30, 2024 includes $12.0 million of net recoveries associated with legal settlements, which is partially offset by $0.3 million of pension settlement charges. The nine months ended September 30, 2024 includes $9.6 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.
(e)The nine months ended September 30, 2024 includes a $1.2 million income tax benefit related to the pension settlement.
(f)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Southern Timber Overview * | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Sales Volume (in thousands of tons) (a) | |||||||||||||||||||||||
| Pine Pulpwood | 912 | 909 | 2,558 | 2,851 | |||||||||||||||||||
| Pine Sawtimber | 901 | 583 | 2,251 | 2,207 | |||||||||||||||||||
| Total Pine Volume | 1,813 | 1,492 | 4,809 | 5,058 | |||||||||||||||||||
| Hardwood | 131 | 79 | 314 | 194 | |||||||||||||||||||
| Total Volume | 1,944 | 1,570 | 5,123 | 5,252 | |||||||||||||||||||
| % Delivered Volume (vs. Total Volume) | 32 | % | 36 | % | 35 | % | 32 | % | |||||||||||||||
| % Pine Sawtimber Volume (vs. Total Pine Volume) | 50 | % | 39 | % | 47 | % | 44 | % | |||||||||||||||
| % Export Volume (vs. Total Volume) (b) | — | — | — | 1 | % | ||||||||||||||||||
| Net Stumpage Pricing (dollars per ton) (a)(c) | |||||||||||||||||||||||
| Pine Pulpwood | $13.77 | $17.21 | $13.65 | $17.13 | |||||||||||||||||||
| Pine Sawtimber | 26.73 | 27.46 | 26.50 | 29.38 | |||||||||||||||||||
| Weighted Average Pine | $20.20 | $21.22 | $19.66 | $22.48 | |||||||||||||||||||
| Hardwood | 14.43 | 12.35 | 13.10 | 12.47 | |||||||||||||||||||
| Weighted Average Total | $19.81 | $20.77 | $19.26 | $22.11 | |||||||||||||||||||
| Summary Financial Data (in millions of dollars) | |||||||||||||||||||||||
| Timber Sales | $52.2 | $45.4 | $137.9 | $156.1 | |||||||||||||||||||
| Less: Cut and Haul | (13.8) | (12.5) | (39.5) | (37.7) | |||||||||||||||||||
| Less: Port and Freight | — | (0.4) | — | (2.4) | |||||||||||||||||||
| Net Stumpage Sales | $38.4 | $32.5 | $98.4 | $116.0 | |||||||||||||||||||
| Trading Sales | — | 0.4 | — | 1.2 | |||||||||||||||||||
| Land-Based Solutions (d) | 2.8 | 2.8 | 8.4 | 7.1 | |||||||||||||||||||
| Other Non-Timber Sales | 11.8 | 13.9 | 24.9 | 28.1 | |||||||||||||||||||
| Total Sales | $66.8 | $62.4 | $171.1 | $192.5 | |||||||||||||||||||
| Operating Income | $22.5 | $19.8 | $45.3 | $59.9 | |||||||||||||||||||
| (+) Depreciation, depletion and amortization | 20.1 | 18.1 | 52.8 | 56.7 | |||||||||||||||||||
| Adjusted EBITDA (e) | $42.7 | $37.9 | $98.1 | $116.6 | |||||||||||||||||||
| Other Data | |||||||||||||||||||||||
| Period-End Acres (in thousands) | 1,715 | 1,843 | 1,715 | 1,843 | |||||||||||||||||||
*Prior periods have been retrospectively adjusted for financial impacts of log trading activities in the U.S.South due to the elimination of the Trading segment.
(a)Excludes log trading activities.
(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)Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data.
(d)Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
(e)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Pacific Northwest Timber Overview * | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Sales Volume (in thousands of tons) (a) | |||||||||||||||||||||||
| Pulpwood | 33 | 42 | 113 | 145 | |||||||||||||||||||
| Domestic Sawtimber (b) | 177 | 268 | 606 | 756 | |||||||||||||||||||
| Export Sawtimber | — | 9 | 1 | 28 | |||||||||||||||||||
| Total Volume | 210 | 319 | 719 | 929 | |||||||||||||||||||
| % Delivered Volume (vs. Total Volume) | 94 | % | 78 | % | 93 | % | 85 | % | |||||||||||||||
| % Sawtimber Volume (vs. Total Volume) | 84 | % | 87 | % | 84 | % | 84 | % | |||||||||||||||
| % Export Volume (vs. Total Volume) (c) | 1 | % | 8 | % | 1 | % | 7 | % | |||||||||||||||
| Delivered Log Pricing (in dollars per ton) (a) | |||||||||||||||||||||||
| Pulpwood | $36.12 | $30.14 | $32.39 | $29.85 | |||||||||||||||||||
| Domestic Sawtimber | 100.16 | 95.27 | 95.37 | 90.06 | |||||||||||||||||||
| Export Sawtimber (d) | — | 138.00 | 84.07 | 137.77 | |||||||||||||||||||
| Weighted Average Log Price | $89.91 | $88.06 | $85.50 | $82.13 | |||||||||||||||||||
| Summary Financial Data (in millions of dollars) | |||||||||||||||||||||||
| Timber Sales | $18.3 | $25.7 | $59.9 | $72.8 | |||||||||||||||||||
| Less: Cut and Haul | (8.4) | (10.1) | (27.6) | (31.1) | |||||||||||||||||||
| Less: Port and Freight | — | (0.6) | — | (1.8) | |||||||||||||||||||
| Net Stumpage Sales | $9.9 | $15.0 | $32.3 | $39.9 | |||||||||||||||||||
| Trading Sales | — | 4.4 | 1.8 | 7.1 | |||||||||||||||||||
| Land-Based Solutions | — | — | 0.1 | — | |||||||||||||||||||
| Other Non-Timber Sales | 1.6 | 1.5 | 3.8 | 3.9 | |||||||||||||||||||
| Total Sales | $19.9 | $31.6 | $65.5 | $83.8 | |||||||||||||||||||
| Operating Income (Loss) | $1.8 | $0.8 | $3.5 | ($5.0) | |||||||||||||||||||
| (+) Depreciation, depletion and amortization | 4.6 | 7.8 | 15.6 | 24.3 | |||||||||||||||||||
| Adjusted EBITDA (e) | $6.4 | $8.7 | $19.1 | $19.3 | |||||||||||||||||||
| Other Data | |||||||||||||||||||||||
| Period-End Acres (in thousands) | 307 | 417 | 307 | 417 | |||||||||||||||||||
| Sawtimber (in dollars per MBF) (a)(f) | $738 | $663 | $722 | $660 | |||||||||||||||||||
*Prior periods have been retrospectively adjusted for financial impacts of log trading activities in the U.S. Pacific Northwest due to the elimination of the Trading segment.
(a)Excludes log trading activities.
(b)Includes volumes sold to third-party exporters.
(c)Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.
(d)Pricing is reported on a CFR basis (i.e., inclusive of export costs and freight).
(e)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
(f)Delivered Sawtimber excluding chip-n-saw.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Real Estate Overview * | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Sales (in millions of dollars) | |||||||||||||||||||||||
| Improved Development (a) | $20.6 | $12.0 | $32.4 | $16.4 | |||||||||||||||||||
| Unimproved Development | — | — | 3.0 | — | |||||||||||||||||||
| Rural | 7.3 | 13.8 | 28.3 | 30.0 | |||||||||||||||||||
| Timberland & Non-Strategic | 53.5 | — | 53.5 | 0.6 | |||||||||||||||||||
| Conservation Easement | — | 1.1 | — | 1.1 | |||||||||||||||||||
| Deferred Revenue/Other (b) | 9.4 | 3.2 | 13.2 | 13.0 | |||||||||||||||||||
| Total Sales | $90.8 | $30.1 | $130.4 | $61.1 | |||||||||||||||||||
| Acres Sold | |||||||||||||||||||||||
| Improved Development (a) | 227.1 | 116.0 | 331.5 | 176.9 | |||||||||||||||||||
| Unimproved Development | — | — | 311 | — | |||||||||||||||||||
| Rural | 1,520 | 2,800 | 5,398 | 5,737 | |||||||||||||||||||
| Timberland & Non-Strategic | 21,601 | — | 21,601 | 430 | |||||||||||||||||||
| Total Acres Sold | 23,348 | 2,916 | 27,642 | 6,344 | |||||||||||||||||||
| Gross Price per Acre (dollars per acre) | |||||||||||||||||||||||
| Improved Development (a) | $90,675 | $103,421 | $97,656 | $92,701 | |||||||||||||||||||
| Unimproved Development | — | — | 9,635 | — | |||||||||||||||||||
| Rural | 4,811 | 4,916 | 5,245 | 5,223 | |||||||||||||||||||
| Timberland & Non-Strategic | 2,477 | — | 2,477 | 1,421 | |||||||||||||||||||
| Weighted Average (Total) | $3,486 | $8,835 | $4,239 | $7,405 | |||||||||||||||||||
| Weighted Average (Adjusted) (c) | $2,630 | $4,916 | $3,106 | $4,958 | |||||||||||||||||||
| Operating Income | $26.4 | $8.6 | $35.2 | $9.0 | |||||||||||||||||||
| (+) Asset impairment charge (d) | 7.0 | — | 7.0 | — | |||||||||||||||||||
| (+) Depreciation, depletion and amortization | 9.6 | 1.5 | 12.1 | 3.8 | |||||||||||||||||||
| (+) Non-cash cost of land and improved development | 30.7 | 9.8 | 40.0 | 16.2 | |||||||||||||||||||
| Adjusted EBITDA (e) | $73.8 | $19.9 | $94.4 | $29.0 | |||||||||||||||||||
* All periods presented exclude results from our 77% New Zealand joint venture interest, which was sold on June 30, 2025 and is reflected as Discontinued Operations in the Consolidated Financial Statements. See Note 2 — Discontinued Operations for additional information.
(a)Reflects land with capital invested in infrastructure improvements.
(b)Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to residential and commercial lease revenue.
(c)Excludes Improved Development.
(d)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(e)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Capital Expenditures By Segment (in millions of dollars) * | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Timber Capital Expenditures | |||||||||||||||||||||||
| Southern Timber | |||||||||||||||||||||||
| Reforestation, silviculture and other capital expenditures | $7.0 | $5.5 | $17.9 | $19.6 | |||||||||||||||||||
| Property taxes | 2.2 | 2.0 | 5.9 | 5.9 | |||||||||||||||||||
| Lease payments | 0.1 | 0.1 | 0.4 | 0.6 | |||||||||||||||||||
| Allocated overhead | 1.6 | 1.5 | 4.4 | 4.7 | |||||||||||||||||||
| Subtotal Southern Timber | $10.9 | $9.1 | $28.6 | $30.7 | |||||||||||||||||||
| Pacific Northwest Timber | |||||||||||||||||||||||
| Reforestation, silviculture and other capital expenditures | 0.9 | 1.0 | 4.0 | 5.1 | |||||||||||||||||||
| Property taxes | 0.1 | 0.1 | 0.3 | 0.4 | |||||||||||||||||||
| Allocated overhead | 0.7 | 1.1 | 2.1 | 3.7 | |||||||||||||||||||
| Subtotal Pacific Northwest Timber | $1.7 | $2.2 | $6.3 | $9.2 | |||||||||||||||||||
| Total Timber Segments Capital Expenditures | $12.6 | $11.3 | $34.9 | $40.0 | |||||||||||||||||||
| Real Estate | — | 0.1 | 0.1 | 0.2 | |||||||||||||||||||
| Corporate | — | — | — | 0.1 | |||||||||||||||||||
| Total Capital Expenditures | $12.6 | $11.4 | $35.0 | $40.3 | |||||||||||||||||||
| Timberland Acquisitions | |||||||||||||||||||||||
| Southern Timber | — | 3.6 | — | 3.6 | |||||||||||||||||||
| Timberland Acquisitions | — | $3.6 | — | $3.6 | |||||||||||||||||||
Real Estate Development Investments (a) | $3.7 | $8.9 | $11.9 | $19.1 | |||||||||||||||||||
*All periods presented exclude results from our 77% New Zealand joint venture interest, which was sold on June 30, 2025 and is reflected as Discontinued Operations in the Consolidated Financial Statements. See Note 2 — Discontinued Operations for additional information.
(a)Represents investments in master infrastructure or entitlements in our real estate development projects. Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Discontinued Operations * | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Summary Financial Data by Historical Segment (in millions of dollars) | |||||||||||||||||||||||
| New Zealand Timber | |||||||||||||||||||||||
| Timber Sales | — | $57.9 | $101.6 | $149.2 | |||||||||||||||||||
| Less: Cut and Haul | — | (23.3) | (42.1) | (60.8) | |||||||||||||||||||
| Less: Port and Freight | — | (21.1) | (30.7) | (51.3) | |||||||||||||||||||
| Net Stumpage Sales | — | $13.5 | $28.9 | $37.1 | |||||||||||||||||||
| Carbon Credit Sales | — | 8.6 | — | 16.4 | |||||||||||||||||||
| Other Non-Timber Sales | — | 0.3 | 0.5 | 0.6 | |||||||||||||||||||
| Total New Zealand Timber Sales | — | $66.8 | $102.2 | $166.3 | |||||||||||||||||||
| Real Estate | |||||||||||||||||||||||
| Land Sales | — | — | — | 15.5 | |||||||||||||||||||
| Total Real Estate Sales | — | — | — | $15.5 | |||||||||||||||||||
| Trading | |||||||||||||||||||||||
| Trading Sales | — | 3.8 | 6.6 | 16.6 | |||||||||||||||||||
| Non-Timber Sales | — | 0.4 | 0.5 | 1.1 | |||||||||||||||||||
| Total Trading Sales | — | $4.2 | $7.2 | $17.7 | |||||||||||||||||||
| Corporate / Intersegment Eliminations | |||||||||||||||||||||||
| Non-Timber Sales | — | (0.1) | — | (0.2) | |||||||||||||||||||
| Total Corporate / Intersegment Eliminations | — | ($0.1) | — | ($0.2) | |||||||||||||||||||
| Total sales from discontinued operations | — | $70.9 | $109.3 | $199.3 | |||||||||||||||||||
| Income from operations of discontinued operations, net of tax | — | $8.2 | $1.9 | $21.9 | |||||||||||||||||||
| Gain on sale of discontinued operations | — | — | 404.4 | — | |||||||||||||||||||
| Income from discontinued operations | — | $8.2 | $406.3 | $21.9 | |||||||||||||||||||
*Due to the Company's sale of the entities that hold its entire 77% New Zealand joint venture interest, which was completed on June 30, 2025, New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for all periods presented.
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The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for September 30, 2025 versus September 30, 2024 (millions of dollars):
| Sales | Southern Timber | Pacific Northwest Timber | Real Estate | Total | ||||||||||||||||||||||
Three Months Ended September 30, 2024 | $62.4 | $31.6 | $30.1 | $124.1 | ||||||||||||||||||||||
| Volume | 7.4 | (9.5) | 173.7 | 171.6 | ||||||||||||||||||||||
| Price | (1.8) | 0.1 | (119.0) | (120.7) | ||||||||||||||||||||||
| Non-timber sales (a) | (2.0) | 0.1 | — | (1.9) | ||||||||||||||||||||||
| Other | 0.8 | (b) | (2.4) | (b) | 6.0 | (c) | 4.4 | |||||||||||||||||||
Three Months Ended September 30, 2025 | $66.8 | $19.9 | $90.8 | $177.5 | ||||||||||||||||||||||
(a)For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.
(b)Includes variance due to stumpage versus delivered sales.
(c)Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
| Sales | Southern Timber | Pacific Northwest Timber | Real Estate | Total | ||||||||||||||||||||||
Nine Months Ended September 30, 2024 | $192.5 | $83.8 | $61.1 | $337.4 | ||||||||||||||||||||||
| Volume | (4.1) | (13.3) | 150.2 | 132.8 | ||||||||||||||||||||||
| Price | (14.5) | 0.8 | (81.2) | (94.9) | ||||||||||||||||||||||
| Non-timber sales (a) | (2.0) | 0.1 | — | (1.9) | ||||||||||||||||||||||
| Other | (0.8) | (b) | (5.9) | (b) | 0.3 | (c) | (6.4) | |||||||||||||||||||
Nine Months Ended September 30, 2025 | $171.1 | $65.5 | $130.4 | $367.0 | ||||||||||||||||||||||
(a)For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.
(b)Includes variance due to stumpage versus delivered sales.
(c)Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
| Operating Income | Southern Timber | Pacific Northwest Timber | Real Estate | Corporate and Other | Total | |||||||||||||||||||||||||||
Three Months Ended September 30, 2024 | $19.8 | $0.8 | $8.6 | ($10.4) | $18.8 | |||||||||||||||||||||||||||
| Volume | 3.7 | (1.4) | 101.6 | — | 103.9 | |||||||||||||||||||||||||||
| Price (a) | (1.8) | 0.1 | (119.0) | — | (120.7) | |||||||||||||||||||||||||||
| Cost | 0.4 | 1.6 | (6.3) | 0.8 | (3.5) | |||||||||||||||||||||||||||
| Non-timber income (b) | (1.5) | 0.1 | — | — | (1.4) | |||||||||||||||||||||||||||
| Depreciation, depletion & amortization | 1.9 | 0.6 | 1.0 | — | 3.5 | |||||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | 41.2 | — | 41.2 | |||||||||||||||||||||||||||
| Other (c) | — | — | (0.7) | 0.7 | — | |||||||||||||||||||||||||||
Three Months Ended September 30, 2025 | $22.5 | $1.8 | $26.4 | ($9.0) | $41.7 | |||||||||||||||||||||||||||
(a)For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs). For Real Estate, price is presented net of cash closing costs.
(b)For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(c)Real Estate includes a $7.0 million asset impairment charge in the current year. Real Estate also includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue. Corporate and Other includes $0.7 million of costs related to disposition initiatives in the prior year period.
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| Operating Income (Loss) | Southern Timber | Pacific Northwest Timber | Real Estate | Corporate and Other | Total | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2024 | $59.9 | ($5.0) | $9.0 | ($31.9) | $32.0 | |||||||||||||||||||||||||||
| Volume | (1.5) | (1.6) | 90.6 | — | 87.5 | |||||||||||||||||||||||||||
| Price (a) | (14.5) | 1.7 | (81.2) | — | (94.0) | |||||||||||||||||||||||||||
| Cost | 0.3 | 5.0 | (5.9) | 4.4 | 3.8 | |||||||||||||||||||||||||||
| Non-timber income (b) | (1.4) | 0.1 | — | — | (1.3) | |||||||||||||||||||||||||||
| Depreciation, depletion & amortization | 2.5 | 3.3 | 3.3 | 0.1 | 9.2 | |||||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | 22.5 | — | 22.5 | |||||||||||||||||||||||||||
| Other (c) | — | — | (3.1) | (0.3) | (3.4) | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2025 | $45.3 | $3.5 | $35.2 | ($27.7) | $56.3 | |||||||||||||||||||||||||||
(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.
(b)For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(c)Real Estate includes a $7.0 million asset impairment charge in the current year. Real Estate also includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue. Corporate and Other includes $1.1 million of restructuring charges in the current period, compared to $0.8 million of costs related to disposition initiatives in the prior year period.
| Adjusted EBITDA (a) | Southern Timber | Pacific Northwest Timber | Real Estate | Corporate and Other | Total | |||||||||||||||||||||||||||
Three Months Ended September 30, 2024 | $37.9 | $8.7 | $19.9 | ($9.3) | $57.2 | |||||||||||||||||||||||||||
| Volume | 7.7 | (4.1) | 173.7 | — | 177.3 | |||||||||||||||||||||||||||
| Price (b) | (1.8) | 0.1 | (119.0) | — | (120.7) | |||||||||||||||||||||||||||
| Cost | 0.4 | 1.6 | (6.3) | 0.8 | (3.5) | |||||||||||||||||||||||||||
| Non-timber income (c) | (1.5) | 0.1 | — | — | (1.4) | |||||||||||||||||||||||||||
| Other (d) | — | — | 5.5 | — | 5.5 | |||||||||||||||||||||||||||
Three Months Ended September 30, 2025 | $42.7 | $6.4 | $73.8 | ($8.6) | $114.3 | |||||||||||||||||||||||||||
(a)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.
(b)For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs). For Real Estate, price is presented net of cash closing costs.
(c)For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(d)Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
| Adjusted EBITDA (a) | Southern Timber | Pacific Northwest Timber | Real Estate | Corporate and Other | Total | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2024 | $116.6 | $19.3 | $29.0 | ($29.8) | $135.2 | |||||||||||||||||||||||||||
| Volume | (2.9) | (7.0) | 150.2 | — | 140.3 | |||||||||||||||||||||||||||
| Price (b) | (14.5) | 1.7 | (81.2) | — | (94.0) | |||||||||||||||||||||||||||
| Cost | 0.3 | 5.0 | (5.9) | 4.4 | 3.8 | |||||||||||||||||||||||||||
| Non-timber income (c) | (1.4) | 0.1 | — | — | (1.3) | |||||||||||||||||||||||||||
| Other (d) | — | — | 2.3 | — | 2.3 | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2025 | $98.1 | $19.1 | $94.4 | ($25.4) | $186.2 | |||||||||||||||||||||||||||
(a)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.
(b)For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs). For Real Estate, price is presented net of cash closing costs.
(c)For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(d)Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
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SOUTHERN TIMBER
Third quarter sales of $66.8 million increased $4.4 million, or 7%, versus the prior year period. Harvest volumes increased 24% to 1.94 million tons versus 1.57 million tons in the prior year period, as production improved due to drier weather conditions and increased demand for green logs as salvage operations in our Atlantic region subsided. Average pine sawtimber stumpage realizations decreased 3% to $26.73 per ton versus $27.46 per ton in the prior year period due to a combination of softer demand from Southern sawmills and lingering effects on log pricing following significant salvage activity earlier this year. Average pine pulpwood stumpage realizations decreased 20% to $13.77 per ton versus $17.21 per ton in the prior year period, driven by softer demand from pulp mills following recent mill closures, the lingering effects of salvage activity, and a less favorable geographic mix. Overall, weighted-average net stumpage realizations (including hardwood) decreased 5% to $19.81 per ton versus $20.77 per ton in the prior year period, as lower pulpwood pricing was partially offset by a higher proportion of sawtimber volume. Operating income of $22.5 million increased $2.8 million versus the prior year period due to higher volumes ($3.7 million), lower depletion expense ($1.9 million), and lower costs ($0.4 million), partially offset by lower net stumpage realizations ($1.8 million) and lower non-timber income ($1.5 million). Third quarter Adjusted EBITDA of $42.7 million was 13%, or $4.8 million, above the prior year period.
Year-to-date sales of $171.1 million decreased $21.4 million, or 11%, versus the prior year period. Harvest volumes decreased 2% to 5.12 million tons versus 5.25 million tons in the prior year period, primarily due to softer mill demand coupled with the impact of the Large Disposition we completed in Oklahoma in late 2024. Average pine sawtimber stumpage realizations decreased 10% to $26.50 per ton versus $29.38 per ton in the prior year period due to a combination of softer demand from Southern sawmills and competing log supply from salvage timber. Average pine pulpwood stumpage realizations decreased 20% to $13.65 per ton versus $17.13 per ton in the prior year period, driven by the impact of salvage volume on the market and softer demand from pulp mills. Overall, weighted-average stumpage realizations (including hardwood) decreased 13% to $19.26 per ton versus $22.11 per ton in the prior year period. Operating income of $45.3 million decreased $14.6 million versus the prior year period due to lower net stumpage realizations ($14.5 million), lower volumes ($1.5 million), and lower non-timber income ($1.4 million), partially offset by lower depletion expense ($2.5 million) and lower costs ($0.3 million). Year-to-date Adjusted EBITDA of $98.1 million was 16%, or $18.5 million, below the prior year period.
PACIFIC NORTHWEST TIMBER
Third quarter sales of $19.9 million decreased $11.7 million, or 37%, versus the prior year period. Harvest volumes decreased 34% to 210,000 tons versus 319,000 tons in the prior year period, primarily due to the impact of the Large Dispositions completed in the fourth quarter of 2024. Average delivered prices for domestic sawtimber increased 5% to $100.16 per ton versus $95.27 per ton in the prior year period, primarily due to a favorable species mix. Average delivered pulpwood prices increased 20% to $36.12 per ton versus $30.14 per ton in the prior year period, primarily due to reduced sawmill residuals on the market. Operating income of $1.8 million increased $0.9 million versus the prior year period due to lower costs ($1.6 million), lower depletion expense ($0.6 million), higher net stumpage realizations ($0.1 million), and higher non-timber income ($0.1 million), partially offset by lower volumes ($1.4 million). Third quarter Adjusted EBITDA of $6.4 million was 26%, or $2.3 million, below the prior year period.
Year-to-date sales of $65.5 million decreased $18.3 million, or 22%, versus the prior year period. Harvest volumes decreased 23% to 719,000 tons versus 929,000 tons in the prior year period, primarily due to the impact of the Large Dispositions completed in the fourth quarter of 2024. Average delivered prices for domestic sawtimber increased 6% to $95.37 per ton versus $90.06 per ton in the prior year period, primarily due to improved demand from domestic lumber mills in anticipation of additional duties on Canadian lumber and a favorable geographic mix. Average delivered pulpwood prices increased 9% to $32.39 per ton versus $29.85 per ton in the prior year period, primarily due to reduced sawmill residuals and modestly improved supply/demand dynamics. Operating income of $3.5 million versus an operating loss of $5.0 million in the prior year period was driven by lower costs ($5.0 million), lower depletion expense ($3.3 million), higher net stumpage realizations ($1.7 million), and higher non-timber income ($0.1 million), partially offset by lower volumes ($1.6 million). Year-to-date Adjusted EBITDA of $19.1 million was 1%, or $0.2 million, below the prior year period.
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REAL ESTATE
Third quarter sales of $90.8 million increased $60.7 million versus the prior year period, while operating income of $26.4 million increased $17.8 million versus the prior year period. Sales and operating income increased versus the prior year period primarily due to higher acres sold (23,348 acres sold versus 2,916 acres sold in the prior year period) partially offset by lower weighted-average prices ($3,486 per acre versus $8,835 per acre in the prior year period).
Improved Development sales of $20.6 million included $16.5 million from the Wildlight development project north of Jacksonville, Florida, $3.7 million from the Heartwood development project south of Savannah, Georgia, and $0.4 million from the sale of a two-acre commercial-use parcel in Kitsap County, Washington ($206,000 per acre). Sales in Wildlight consisted of three residential pod sales totaling 212 acres ($78,000 per acre), while sales in Heartwood consisted of a 14-acre parcel for a senior living community ($271,000 per acre). This compares to Improved Development sales of $12.0 million in the prior year period.
Rural sales of $7.3 million consisted of 1,520 acres at an average price of $4,811 per acre. This compares to prior year period sales of $13.8 million, which consisted of 2,800 acres at an average price of $4,916 per acre.
Timberland & Non-Strategic sales of $53.5 million consisted of a 21,601-acre transaction in Florida sold to a conservation-oriented buyer for $2,477 per acre. This property was deemed non-strategic due to its low plantability, young age-class distribution, and distance from core holdings in the region. There were no Timberland & Non-Strategic sales in the prior year period.
Third quarter Adjusted EBITDA of $73.8 million increased $53.9 million versus the prior year period.
Year-to-date sales of $130.4 million increased $69.3 million versus the prior year period, while operating income of $35.2 million increased $26.2 million versus the prior year period. Sales and operating income increased in the first nine months primarily due to higher acres sold (27,642 acres sold versus 6,344 acres sold in the prior year period), partially offset by lower weighted-average prices ($4,239 per acre versus $7,405 per acre in the prior year period). Year-to-date Adjusted EBITDA of $94.4 million increased $65.4 million versus the prior year period.
OTHER ITEMS
CORPORATE AND OTHER EXPENSE
Third quarter corporate and other operating expenses of $9.0 million decreased $1.4 million versus the prior year period, primarily due to lower compensation and benefits expenses and $0.7 million of costs related to disposition initiatives in the prior year quarter.
Year-to-date corporate and other operating expenses of $27.7 million decreased $4.2 million versus the prior year period, primarily due to lower compensation and benefits expenses. The current year period includes $1.1 million of restructuring charges, while the prior year period included $0.8 million of costs related to disposition initiatives. The restructuring charges were related to our previously announced workforce optimization initiative, which was effectuated during the first quarter.
INTEREST EXPENSE, NET
Third quarter and year-to-date interest expense of $6.8 million and $19.7 million decreased $2.4 million and $7.5 million, respectively, versus the prior year period, primarily due to lower average outstanding debt.
INTEREST INCOME
Third quarter and year-to-date interest income of $9.8 million and $15.0 million increased $8.7 million and $10.3 million, respectively, versus the prior year period, primarily due to a higher cash balance following the Large Dispositions completed in late 2024 and the sale of the Company’s New Zealand joint venture interest in the second quarter of 2025.
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OTHER MISCELLANEOUS (EXPENSE) INCOME, NET
Third quarter other miscellaneous expense of $1.0 million compares to prior year period other miscellaneous income of $11.5 million, which included $12.0 million of net recoveries associated with legal settlements, partially offset by $0.3 million of pension settlement charges.
Year-to-date other miscellaneous expense of $3.4 million includes $1.7 million of net costs associated with legal settlements. This compares to prior year period other miscellaneous income of $3.3 million, which included $9.6 million of net recoveries associated with legal settlements, partially offset by $6.0 million of pension settlement charges.
INCOME TAX (EXPENSE) BENEFIT
Year-to-date income tax expense of $0.3 million versus income tax benefit of $1.0 million in the prior year period was primarily due to a $1.2 million tax benefit associated with the Company’s pension plan termination and settlement in the prior year period.
INCOME FROM DISCONTINUED OPERATIONS
Discontinued operations relates to the sale of our New Zealand joint venture, which was completed on June 30, 2025. Third quarter prior year period income from operations of discontinued operations, net of tax was $8.2 million.
Year-to-date income of $406.3 million includes a $404.4 million gain on the sale of the Company’s New Zealand joint venture interest and $1.9 million of income from operations of discontinued operations, net of tax. This compares to prior year period income from operations of discontinued operations, net of tax of $21.9 million. See Note 2 — Discontinued Operations for additional information.
SHARE REPURCHASES
During the third quarter, the Company repurchased approximately 1.2 million shares at an average price of $24.55 per share, or $30.1 million in total. As of September 30, 2025, the Company had approximately 153.9 million common shares outstanding, 1.7 million Redeemable Operating Partnership Units outstanding, and $232.3 million remaining on its current share repurchase authorization.
Year-to-date, the Company repurchased approximately 2.8 million shares at an average price of $24.21 per share, or $67.7 million in total.
OUTLOOK
In our Southern Timber segment, we expect lower anticipated harvest volumes and continued softness in end-market demand. In our Pacific Northwest Timber segment, the anticipated improvement in lumber markets following the increase in duties on Canadian lumber imports has been slower to materialize than previously expected. In our Real Estate segment, we remain encouraged by our transaction pipeline for the remainder of the year.
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LIQUIDITY AND CAPITAL RESOURCES
Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate. As an UPREIT, our main use of cash is dividends and unitholder distributions. We also use cash to maintain the productivity of our timberlands through replanting and silviculture. Our operations have generally produced consistent cash flow and required limited capital resources. Short-term borrowings have helped fund working capital needs, while acquisitions of timberlands generally require funding from external sources or Large Dispositions.
SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS
| September 30, | December 31, | ||||||||||
| (millions of dollars) | 2025 | 2024 | |||||||||
| Cash and cash equivalents | $919.6 | $303.1 | |||||||||
| Total debt (a) | 1,050.0 | 1,050.0 | |||||||||
Noncontrolling interests in the Operating Partnership | 46.2 | 51.8 | |||||||||
| Shareholders’ equity | 2,278.7 | 1,780.5 | |||||||||
| Total capitalization (total debt plus permanent and temporary equity) | 3,374.9 | 2,882.3 | |||||||||
| Debt to capital ratio | 31 | % | 36 | % | |||||||
| Net debt to enterprise value (b)(c) | 3 | % | 16 | % | |||||||
(a)Total debt as of September 30, 2025 and December 31, 2024 reflects principal on long-term debt and current maturities of long-term debt, gross of deferred financing costs and unamortized discounts.
(b)Net debt is calculated as total debt less cash and cash equivalents.
(c)Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of $26.54 and $26.10 as of September 30, 2025 and December 31, 2024, respectively.
AT-THE-MARKET (“ATM”) EQUITY OFFERING PROGRAM
On November 4, 2022 we entered into a new distribution agreement with a group of sales agents through which we may sell common shares, from time to time, having an aggregate sales price of up to $300 million (the “2022 ATM Program”). As of September 30, 2025, $269.7 million remains available for issuance under the 2022 ATM Program. There were no common shares issued under the ATM program during the three and nine months ended September 30, 2025 and 2024.
CASH FLOWS
The following table summarizes our cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:
| (millions of dollars) | 2025 | 2024 | |||||||||
| Cash provided by (used for): | |||||||||||
| Operating activities | $204.9 | $173.8 | |||||||||
| Investing activities | 642.9 | (74.8) | |||||||||
| Financing activities | (272.1) | (229.9) | |||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities increased $31.1 million from the prior year period, primarily due to higher operating results and changes in working capital.
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
Cash provided by investing activities was $642.9 million in the current period compared to cash used for investing activities of $74.8 million in the prior year period, due to net proceeds on the sale of the Company’s New Zealand joint venture interest ($688.3 million), higher cash provided by the sale of property, plant and equipment and other investing activities ($7.6 million), lower real estate development investments ($7.2 million), lower capital expenditures from discontinued operations ($5.8 million), lower capital expenditures from continuing operations ($5.2 million) and lower cash used for timberland acquisitions ($3.6 million).
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CASH USED FOR FINANCING ACTIVITIES
Cash used for financing activities increased $42.2 million from the prior year period. This is primarily due to increases in share repurchases ($66.2 million), higher dividends paid on common shares ($37.3 million), higher debt issuance costs ($0.8 million) and higher distributions to noncontrolling interests in the Operating Partnership ($0.3 million), partially offset by lower repayments of debt ($60.0 million) and lower distributions to noncontrolling interests in consolidated affiliates ($2.4 million).
FUTURE USES OF CASH
We expect future uses of cash to include working capital requirements, principal and interest payments on long-term debt, lease payments, capital expenditures, real estate development investments, timberland acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, and repurchases of the Company’s common shares to satisfy other commitments.
Significant long-term uses of cash include the following (in millions):
| Future uses of cash (in millions) | Total | Payments Due by Period | |||||||||||||||||||||||||||
| 2025 | 2026-2027 | 2028-2029 | Thereafter | ||||||||||||||||||||||||||
| Long-term debt (a) | $850.0 | — | — | $400.0 | $450.0 | ||||||||||||||||||||||||
| Current maturities of long-term debt (b) | 200.0 | — | 200.0 | — | — | ||||||||||||||||||||||||
| Interest payments on long-term debt (c) | 158.7 | 15.4 | 78.3 | 46.2 | 18.8 | ||||||||||||||||||||||||
| Operating leases — timberland (d) | 23.0 | 2.2 | 5.5 | 4.2 | 11.1 | ||||||||||||||||||||||||
| Operating leases — PP&E, offices (d) | 0.4 | 0.1 | 0.3 | — | — | ||||||||||||||||||||||||
| Commitments — real estate projects | 76.2 | 13.7 | 38.3 | 14.8 | 9.4 | ||||||||||||||||||||||||
| Commitments — environmental remediation (e) | 6.5 | 0.8 | 2.2 | 0.6 | 2.9 | ||||||||||||||||||||||||
| Commitments — other (f) | 2.6 | 0.5 | 1.5 | 0.2 | 0.4 | ||||||||||||||||||||||||
| Total | $1,317.4 | $32.7 | $326.1 | $466.0 | $492.6 | ||||||||||||||||||||||||
(a)The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $845.1 million on our Consolidated Balance Sheets, but upon maturity the liability will be $850.0 million. See Note 7 - Debt for additional information.
(b)The book value of current maturities of long-term debt is currently recorded on our Consolidated Balance Sheets net of an immaterial amount of deferred financing costs. See Note 7 - Debt for additional information.
(c)Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of September 30, 2025 and excludes the impact of hedging.
(d)Excludes anticipated renewal options.
(e)Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 11 - Environmental and Natural Resource Damage Liabilities for additional information.
(f)Commitments — other includes other purchase obligations.
We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, the remaining issuances available under the Company’s ATM Program, Large Dispositions and the use of our Revolving Credit Facility. We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term.
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EXPECTED 2025 EXPENDITURES
Capital expenditures in 2025 are expected to be between $50 million and $54 million, excluding any strategic timberland acquisitions we may make. Capital expenditures are expected to primarily consist of seedling planting, fertilization and other silvicultural activities, property taxes, lease payments, allocated overhead and other capitalized costs. Aside from capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities.
We anticipate real estate development investments in 2025 to be between $22 million and $26 million, net of reimbursements from community development bonds. Expected real estate development investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida and Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia.
Our 2025 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders, excluding the additional dividend and distribution paid on January 30, 2025 to holders of record on December 12, 2024 and the additional dividend and distribution payable on December 12, 2025 to holders of record on October 24, 2025, are expected to be approximately $170 million and $2 million, respectively, assuming no change in the quarterly dividend rate of $0.2725 per share or partnership unit, or material changes in the number of shares or partnership units outstanding.
Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general market conditions and other considerations including capital allocation priorities.
OFF-BALANCE SHEET ARRANGEMENTS
We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation self-insurance programs. These arrangements consist of standby letters of credit and surety bonds. As part of our ongoing operations, we also periodically issue guarantees to third parties. Off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts. See Note 12 — Guarantees for details on the letters of credit and surety bonds as of September 30, 2025.
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SUMMARY OF GUARANTOR FINANCIAL INFORMATION
In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”). Rayonier TRS Holdings Inc., Rayonier Inc., and Rayonier Operating Company, LLC agreed to irrevocably, fully and unconditionally guarantee jointly and severally, the obligations of Rayonier, L.P. in regards to the Senior Notes due 2031. As a general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in Rayonier, L.P. These notes are unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.
Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the general partner. The operating subsidiaries of Rayonier, L.P. conduct all of our operations. Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries, which have been excluded in the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors. As a result, our ability to make required payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on dividends from the operating subsidiaries.
The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the nine months ended September 30, 2025 and year ended December 31, 2024 are provided in the table below:
| (in millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Current assets | $931.1 | $311.9 | |||||||||
| Non-current assets | 69.7 | 93.1 | |||||||||
| Current liabilities | 224.2 | 293.8 | |||||||||
| Non-current liabilities | 2,424.8 | 2,341.5 | |||||||||
| Due to non-guarantors | 1,555.8 | 1,273.3 | |||||||||
The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the nine months ended September 30, 2025 and year ended December 31, 2024 are provided in the table below:
| (in millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Cost and expenses | ($23.7) | ($35.4) | |||||||||
| Operating loss | (23.7) | (35.4) | |||||||||
| Net loss | (27.1) | (60.2) | |||||||||
| Revenue from non-guarantors | 476.3 | 1,263.0 | |||||||||
LIQUIDITY FACILITIES
See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as information on covenants that must be met in connection with our Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility.
RESTRICTED CASH
See Note 18 — Restricted Cash for further information regarding the funds deposited with a third-party intermediary and cash held in escrow.
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PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, and ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) and Cash Available for Distribution (“CAD”). These measures are not defined by Generally Accepted Accounting Principles (“GAAP”), and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures described above.
Management uses Adjusted EBITDA as a performance measure. Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company’s ongoing operating results. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense and income, income from operations of discontinued operations, gain on sale of discontinued operations, asset impairment charges, restructuring charges, costs related to disposition initiatives and Large Dispositions.
Management uses CAD as a liquidity measure. CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to Operating Partnership unitholders, repurchase of the Company’s common shares, debt reduction, timberland acquisitions and real estate development investments. CAD is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes. CAD is not necessarily indicative of the CAD that may be generated in future periods.
We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each. The following table provides a reconciliation of Net Income to Adjusted EBITDA for the respective periods (in millions of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Income to Adjusted EBITDA Reconciliation | |||||||||||||||||||||||
| Net Income | $43.7 | $30.4 | $454.2 | $35.8 | |||||||||||||||||||
| Income from operations of discontinued operations, net of tax (a) | — | (8.2) | (1.9) | (21.9) | |||||||||||||||||||
| Gain on sale of discontinued operations (b) | — | — | (404.4) | — | |||||||||||||||||||
| Interest, net and miscellaneous (income) expense | (3.0) | 8.1 | 4.7 | 22.4 | |||||||||||||||||||
| Income tax expense (benefit) (c) | — | — | 0.3 | (1.0) | |||||||||||||||||||
| Depreciation, depletion and amortization | 34.8 | 27.9 | 81.7 | 86.1 | |||||||||||||||||||
| Non-cash cost of land and improved development | 30.7 | 9.8 | 40.0 | 16.2 | |||||||||||||||||||
| Non-operating expense (income) (d) | 1.0 | (11.5) | 3.4 | (3.3) | |||||||||||||||||||
| Asset impairment charge (e) | 7.0 | — | 7.0 | — | |||||||||||||||||||
| Restructuring charges (f) | — | — | 1.1 | — | |||||||||||||||||||
| Costs related to disposition initiatives (g) | — | 0.7 | — | 0.8 | |||||||||||||||||||
| Adjusted EBITDA | $114.3 | $57.2 | $186.2 | $135.2 | |||||||||||||||||||
(a)Income from operations of discontinued operations, net of tax includes income generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition.
(b)Gain on sale of discontinued operations reflects the net gain recognized on the sale of the Company’s New Zealand joint venture interest.
(c)The nine months ended September 30, 2024 includes a $1.2 million income tax benefit related to the pension settlement.
(d)The nine months ended September 30, 2025 includes $1.7 million of net costs associated with legal settlements. The three months ended September 30, 2024 includes $12.0 million of net recoveries associated with legal settlements, which is partially offset by $0.3 million of pension settlement charges. The nine months ended September 30, 2024 includes $9.6 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.
(e)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(f)Restructuring charges include severance costs related to workforce optimization initiatives.
(g)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.
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The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars):
| Three Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Corporate and Other | Total | ||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||
| Operating income | $22.5 | $1.8 | $26.4 | ($9.0) | $41.7 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 20.1 | 4.6 | 9.6 | 0.4 | 34.8 | ||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | 30.7 | — | 30.7 | ||||||||||||||||||||||||
| Asset impairment charge (a) | — | — | 7.0 | — | 7.0 | ||||||||||||||||||||||||
| Adjusted EBITDA | $42.7 | $6.4 | $73.8 | ($8.6) | $114.3 | ||||||||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||||||||
| Operating income | $19.8 | $0.8 | $8.6 | ($10.4) | $18.8 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 18.1 | 7.8 | 1.5 | 0.4 | 27.9 | ||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | 9.8 | — | 9.8 | ||||||||||||||||||||||||
| Costs related to disposition initiatives (b) | — | — | — | 0.7 | 0.7 | ||||||||||||||||||||||||
| Adjusted EBITDA | $37.9 | $8.7 | $19.9 | ($9.3) | $57.2 | ||||||||||||||||||||||||
(a)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(b)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.
| Nine Months Ended | Southern Timber | Pacific Northwest Timber | Real Estate | Corporate and Other | Total | ||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||
| Operating income | $45.3 | $3.5 | $35.2 | ($27.7) | $56.3 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 52.8 | 15.6 | 12.1 | 1.3 | 81.7 | ||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | 40.0 | — | 40.0 | ||||||||||||||||||||||||
| Asset impairment charge (a) | — | — | 7.0 | — | 7.0 | ||||||||||||||||||||||||
| Restructuring charges (b) | — | — | — | 1.1 | 1.1 | ||||||||||||||||||||||||
| Adjusted EBITDA | $98.1 | $19.1 | $94.4 | ($25.4) | $186.2 | ||||||||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||||||||
| Operating income (loss) | $59.9 | ($5.0) | $9.0 | ($31.9) | $32.0 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 56.7 | 24.3 | 3.8 | 1.3 | 86.1 | ||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | 16.2 | — | 16.2 | ||||||||||||||||||||||||
| Costs related to disposition initiatives (c) | — | — | — | 0.8 | 0.8 | ||||||||||||||||||||||||
| Adjusted EBITDA | $116.6 | $19.3 | $29.0 | ($29.8) | $135.2 | ||||||||||||||||||||||||
(a)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(b)Restructuring charges include severance costs related to workforce optimization initiatives.
(c)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.
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The following table provides a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash provided by operating activities | $204.9 | $173.8 | |||||||||
| Cash provided by operating activities from discontinued operations | (8.9) | (38.9) | |||||||||
| Capital expenditures (a) | (35.0) | (40.3) | |||||||||
| Working capital and other balance sheet changes | (7.5) | (17.5) | |||||||||
| CAD | $153.5 | $77.1 | |||||||||
| Mandatory debt repayments | — | — | |||||||||
| CAD after mandatory debt repayments | $153.5 | $77.1 | |||||||||
| Cash provided by (used for) investing activities | $642.9 | ($74.8) | |||||||||
| Cash used for financing activities | ($272.1) | ($229.9) | |||||||||
(a)Capital expenditures exclude timberland acquisitions and real estate development investments.
The following table provides supplemental cash flow data (in millions of dollars):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Real Estate Development Investments | ($11.9) | ($19.1) | |||||||||
| Distributions to noncontrolling interests in consolidated affiliates | (3.1) | (5.5) | |||||||||
| Purchase of timberlands | — | (3.6) | |||||||||
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including changes in interest rates and commodity prices. Our objective is to minimize the economic impact of these market risks. We use derivatives in accordance with policies and procedures approved by the Audit Committee of the Board of Directors. Derivatives are managed by a senior executive committee whose responsibilities include initiating, managing and monitoring resulting exposures. We do not enter into financial instruments for trading or speculative purposes.
Interest Rate Risk
We are exposed to interest rate risk through our variable rate debt due to changes in SOFR. However, we use interest rate swaps to manage our exposure to interest rate movements on our term credit agreements by swapping existing and anticipated future borrowings from floating rates to fixed rates. As of September 30, 2025, we had $600 million of U.S. variable rate debt outstanding on our term credit agreements.
The notional amount of outstanding interest rate swap contracts with respect to our term credit agreements at September 30, 2025 was also $600 million. Refer to Note 8 — Derivative Financial Instruments and Hedging Activities for additional information regarding these interest rate swaps. At this current borrowing and derivatives level, a hypothetical one-percentage point increase/decrease in interest rates would result in no corresponding increase/decrease in interest payments and expense over a 12-month period.
The fair market value of our fixed interest rate debt is also subject to interest rate risk. The estimated fair value of our fixed rate debt at September 30, 2025 was $404.1 million compared to the $450.0 million principal amount. We use interest rates of debt with similar terms and maturities to estimate the fair value of our debt. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at September 30, 2025 would result in a corresponding decrease/increase in the fair value of our fixed rate debt of approximately $20 million and $21 million, respectively.
We estimate the periodic effective interest rate on our fixed and variable rate debt to be approximately 2.4% after consideration of interest rate swaps and estimated patronage and excluding unused commitment fees on the Revolving Credit Facility.
The following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of expected maturity and their fair values at September 30, 2025:
| (Dollars in thousands) | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | Fair Value | |||||||||||||||||||||||||||||||||||||||
| Variable rate debt: | |||||||||||||||||||||||||||||||||||||||||||||||
| Principal amounts | — | $200,000 | — | $200,000 | $200,000 | — | $600,000 | $600,000 | |||||||||||||||||||||||||||||||||||||||
| Average interest rate (a)(b) | — | 6.09 | % | — | 5.94 | % | 6.26 | % | — | 6.10 | % | ||||||||||||||||||||||||||||||||||||
| Fixed rate debt: | |||||||||||||||||||||||||||||||||||||||||||||||
| Principal amounts | — | — | — | — | — | $450,000 | $450,000 | $404,100 | |||||||||||||||||||||||||||||||||||||||
| Average interest rate (b) | — | — | — | — | — | 2.75 | % | 2.75 | % | ||||||||||||||||||||||||||||||||||||||
| Interest rate swaps: | |||||||||||||||||||||||||||||||||||||||||||||||
| Notional amount | — | $200,000 | — | $200,000 | $200,000 | — | $600,000 | $30,182 | |||||||||||||||||||||||||||||||||||||||
| Average pay rate (b) | — | 1.50 | % | — | 1.37 | % | 0.67 | % | — | 1.18 | % | ||||||||||||||||||||||||||||||||||||
| Average receive rate (c) | — | 4.34 | % | — | 4.34 | % | 4.34 | % | — | 4.34 | % | ||||||||||||||||||||||||||||||||||||
(a) Excludes estimated patronage refunds.
(b) Interest rates as of September 30, 2025.
(c) Average Daily Simple SOFR rate as of September 30, 2025 based on a 30-day look back period.
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Item 4. CONTROLS AND PROCEDURES
Rayonier Inc.
DISCLOSURE CONTROLS AND PROCEDURES
Rayonier’s management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934 (the “Exchange Act”), are designed with the objective of ensuring information required to be disclosed by the Company in reports filed under the Exchange Act, such as this quarterly report on Form 10-Q, is (1) recorded, processed, summarized and reported or submitted within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q, our management, including the Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of September 30, 2025.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the quarter ended September 30, 2025, based upon the evaluation required by Rule 13a-15(d) under the Exchange Act, there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting.
Rayonier, L.P.
DISCLOSURE CONTROLS AND PROCEDURES
The Operating Partnership is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934 (the “Exchange Act”), are designed with the objective of ensuring information required to be disclosed by Rayonier, L.P. in reports filed under the Exchange Act, such as this quarterly report on Form 10-Q, is (1) recorded, processed, summarized and reported or submitted within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
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 quarterly report on Form 10-Q, our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of September 30, 2025.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the quarter ended September 30, 2025, based upon the evaluation required by Rule 13a-15(d) under the Exchange Act, there were no changes in internal control over financial reporting that would materially affect or are reasonably likely to materially affect internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The information set forth in Note 10 — Contingencies and in Note 11 — Environmental and Natural Resource Damage Liabilities in the “Notes to Consolidated Financial Statements” under Item 1 of Part I of this report is incorporated herein by reference.
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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 Quarterly Report on Form 10-Q. 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. The information presented below updates the risk factors set forth in Part I, “Item 1A. Risk Factors,” of our 2024 Form 10-K.
We are subject to various risks related to the proposed merger transaction with PotlatchDeltic.
As described elsewhere in this quarterly report on Form 10-Q, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PotlatchDeltic Corporation, a Delaware corporation (“PotlatchDeltic”), pursuant to which the Company and PotlatchDeltic will combine in a merger of equals transaction. The risks, contingencies and other uncertainties that could result in the failure of the transactions anticipated in the Merger Agreement (the “Proposed Merger Transactions”) to be completed or, if completed, that could have a material adverse effect on the results of operations, cash flows and financial position of the Company following the Proposed Merger Transactions, and any anticipated benefits of the Proposed Merger Transactions to the Company, include:
•the failure to obtain necessary regulatory or other approvals of the Proposed Merger Transactions, which could result in a material delay in, or the abandonment of, the Proposed Merger Transactions or otherwise have a material adverse effect on Rayonier or PotlatchDeltic, or if obtained, the possibility of Rayonier being subjected to conditions that could reduce or delay the expected cost savings and other benefits of the Proposed Merger Transactions;
•the failure to obtain necessary Rayonier and PotlatchDeltic shareholder approvals in connection with the transactions contemplated by the Proposed Merger Transaction;
•the failure to satisfy required closing conditions or complete the Proposed Merger Transactions in a timely manner or at all, which may also result in unanticipated expenditures of funds and other resources and/or reduce the benefit of the Proposed Merger Transactions, even if ultimately consummated;
•the risk that if consummation of the Proposed Merger Transactions is delayed or not completed at all for any reason, the Company will have expended time and resources that could have otherwise been spent on the Company’s existing business and the pursuit of other opportunities that could have been beneficial to the Company, and the Company’s ongoing business and financial results may therefore be adversely affected;
•the effect of the announcement of the Proposed Merger Transactions on each company’s ability to retain and hire key personnel, maintain business relationships, and on operating results and business generally;
•the risk that the Company may not be able to maintain its investment grade rating;
•the fact that the Merger Agreement restricts the Company from entering into certain corporate transactions and taking other specified actions without the consent of PotlatchDeltic, and generally requires the Company to use commercially reasonable efforts to carry on its business in the ordinary course through the completion of the Merger, and that these restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Proposed Merger Transactions;
•the risk that litigation relating to the Proposed Merger Transactions, if any, could result in an injunction preventing the completion of the Proposed Merger Transactions and/or substantial costs;
•the fact that the Merger Agreement limits the Company’s ability to pursue alternatives to the Proposed Merger Transactions, may discourage other companies from trying to acquire the Company and, in specified circumstances, could require the Company to pay PotlatchDeltic a termination fee;
•the potential impact of the Proposed Merger Transactions on the stock price of the Company and the dividends expected to be paid to Company shareholders in the future;
•the failure to realize projected cost savings and other benefits from the Proposed Merger Transactions;
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•the incurrence of significant pre- and post-transaction related costs in connection with the Proposed Merger Transactions that are, and will be, incurred regardless of whether the Proposed Merger Transactions are completed, including, among others, fees paid to financial, legal and accounting advisors and filing fees, as well as costs related to formulating and implementing integration plans; and
•the occurrence of any event giving rise to the right of a party to terminate the Merger Agreement.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Rayonier Inc.
REGISTERED SALES OF EQUITY SECURITIES
From time to time, the Company may issue common shares in exchange for units in the Operating Partnership. Such shares are issued based on an exchange ratio of one common share for each unit in the Operating Partnership. During the quarter ended September 30, 2025, the Company issued 334,594 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the agreement of the Operating Partnership.
ISSUER REPURCHASES OF EQUITY SECURITIES
In December 2024, the Board of Directors approved the repurchase of up to $300 million of Rayonier’s common shares (the “new repurchase program”) to be made at management’s discretion. The new authorization replaced and superseded the Company’s prior $100 million share repurchase program. Repurchases may be made at management’s discretion from time to time on the open market or through privately negotiated transactions. The new repurchase program has no time limit and may be suspended for periods or discontinued at any time. There were 1,226,384 shares repurchased under this program in the third quarter of 2025. As of September 30, 2025, there was $232.3 million, or approximately 8,754,564 shares based on the period-end closing stock price of $26.54, remaining under this program.
The following table provides information regarding our purchases of Rayonier common shares during the quarter ended September 30, 2025:
| Period | Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c) | |||||||||||||||||||||||||
| July 1 to July 31 | 630,068 | $23.50 | 629,995 | 10,624,024 | |||||||||||||||||||||||||
| August 1 to August 31 | 300,007 | 25.27 | 299,893 | 9,135,016 | |||||||||||||||||||||||||
| September 1 to September 30 | 296,607 | 26.04 | 296,496 | 8,754,564 | |||||||||||||||||||||||||
| Total | 1,226,682 | 1,226,384 | |||||||||||||||||||||||||||
(a)Includes 298 shares repurchased to satisfy tax withholding obligations arising from the vesting of shares under the Rayonier Incentive Stock Plan. The repurchase price for each share was based on the Company’s common share closing price on the respective vesting dates.
(b)Purchases made in open-market transactions under the $300 million share repurchase program announced on December 2, 2024.
(c)Maximum number of shares authorized to be purchased under the new share repurchase program at the end of July, August and September are based on month-end closing stock prices of $23.31, $26.28, and $26.54, respectively.
Rayonier, L.P.
UNREGISTERED SALES OF EQUITY SECURITIES
There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended September 30, 2025.
ISSUER REPURCHASES OF EQUITY SECURITIES
Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to redeem their units in the Operating Partnership for cash, or at our election, shares of Rayonier Common Stock on a one-for-one basis. During the quarter ended September 30, 2025, 334,594 units in the Operating Partnership held by limited partners were redeemed in exchange for shares of Rayonier Common Stock.
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Item 5. OTHER INFORMATION
Insider Trading Arrangements and Policies
None of the Company’s directors or officers adopted terminated
Retention Award
On November 4, 2025, the Board of Directors of Rayonier and the Compensation and Management Development Committee of the Board of Directors of Rayonier jointly approved a special cash retention award payable to April Tice, Senior Vice President and Chief Financial Officer of Rayonier, in the amount of $850,000 (the “Retention Award”) pursuant to a retention agreement with the Company (the “Retention Agreement”) in order to incentivize Ms. Tice to remain employed with the Company following the completion of the Proposed Merger Transactions described elsewhere in this report. Under the Retention Agreement, the Retention Award will vest on the second anniversary of the closing of the Proposed Merger Transactions (the “Retention Date”). In the event Ms. Tice is terminated from the Company without “cause” (as defined in Rayonier’s Executive Severance Pay Plan in which Ms. Tice participates), Ms. Tice will be entitled to full payment of the Retention Award, subject to certain conditions provided for in the Retention Agreement. In the event Ms. Tice’s employment is terminated prior to the Retention Date for any other reason except as provided for above, or if the Merger Agreement is terminated without the occurrence of the Proposed Merger Transactions, Ms. Tice will forfeit the right to receive the Retention Award. The Retention Agreement does not modify any existing employment, severance or other agreement between the Company and Ms. Tice.
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Item 6. EXHIBITS
| 2.1 | Agreement and Plan of Merger, dated October 13, 2025, by and among Rayonier Inc., PotlatchDeltic Corporation and Redwood Merger Sub, LLC.† | Incorporated by reference to Exhibit 2.1 to the Registrant’s October 14, 2025 Form 8-K | ||||||
| 10.1 | Amended and Restated Credit Agreement dated August 15, 2025 among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as Borrowers, COBANK, ACB, as Administrative Agent, Swing Line Lender and an Issuing Bank, JPMORGAN CHASE BANK, N.A. and TRUIST BANK, as Co-Documentation Agents, and COBANK, ACB and AGFIRST FARM CREDIT BANK, as Joint Lead Arrangers and Joint Bookrunners | Incorporated by reference to Exhibit 10.1 to the Registrant’s August 20, 2025 Form 8-K | ||||||
| 10.2 | Amended and Restated Guarantee Agreement dated August 15, 2025 among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as Guarantors, and COBANK, ACB, as Administrative Agent for the Guaranteed Parties | Filed herewith | ||||||
| 10.3 | Employment Agreement, dated October 13, 2025, by and between Rayonier Inc. and Mark D. McHugh* | Incorporated by reference to Exhibit 10.1 to the Registrant’s October 14, 2025 Form 8-K | ||||||
| 10.4 | Employment Agreement, dated October 13, 2025, by and between Rayonier Inc. and Eric J. Cremers* | Incorporated by reference to Exhibit 10.2 to the Registrant’s October 14, 2025 Form 8-K | ||||||
| 10.5 | Retention Award, dated November 5, 2025, by and between Rayonier Inc. and April Tice* | Filed herewith | ||||||
| 22.1 | List of Guarantor Subsidiaries | Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2022 Form 10-Q | ||||||
| 31.1 | Rayonier Inc. - Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||
| 31.2 | Rayonier Inc. - Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||
| 31.3 | Rayonier, L.P. - Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||
| 31.4 | Rayonier, L.P. - Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||
| 32.1 | Rayonier Inc. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | ||||||
| 32.2 | Rayonier, L.P. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | ||||||
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| 101 | The following financial information from Rayonier Inc. and Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 of Rayonier Inc.; (ii) the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 of Rayonier Inc.; (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2025 and 2024 of Rayonier Inc.; (iv) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 of Rayonier Inc.; (v) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 of Rayonier, L.P.; (vi) the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 of Rayonier, L.P.; (vii) the Consolidated Statements of Changes in Capital for the Nine Months Ended September 30, 2025 and 2024 of Rayonier, L.P.; (viii) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 of Rayonier, L.P.; and (ix) the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. | Filed herewith | ||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101). | Filed herewith | ||||||
† Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Rayonier hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
* Management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RAYONIER INC. | ||||||||
| By: | /s/ APRIL TICE | |||||||
April Tice Senior Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer) | ||||||||
Date: November 7, 2025
| RAYONIER, L.P. | ||||||||
| By: RAYONIER INC., its sole general partner | ||||||||
| By: | /s/ APRIL TICE | |||||||
April Tice Senior Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer) | ||||||||
Date: November 7, 2025
79
FAQ
How did RYN perform in Q3 2025 versus Q3 2024?
Sales rose to $177.5M from $124.1M; operating income increased to $41.7M from $18.8M; net income was $43.7M versus $30.4M.
What was RYN’s EPS in Q3 2025?
Diluted EPS from continuing operations was $0.28; total diluted EPS was $0.28 as discontinued operations did not contribute in the quarter.
What major transaction affected year-to-date results for RYN?
The sale of the New Zealand joint venture produced a $404.5M gain and $688.3M in net cash proceeds.
What is RYN’s cash and debt position as of September 30, 2025?
Cash and cash equivalents were $919.6M; long-term debt was $845.1M with $200.0M in current maturities.
What dividends did RYN pay in 2025?
Quarterly dividends of $0.2725 per share and a special dividend of $1.80 per share paid on January 30, 2025.
How many RYN shares were outstanding at October 31, 2025?
There were 153,899,831 common shares outstanding.
Rayonier
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