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What changed in RAYONIER INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of RAYONIER INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+280 added−292 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-23)

Top changes in RAYONIER INC's 2024 10-K

280 paragraphs added · 292 removed · 239 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

77 edited+7 added−16 removed106 unchanged
Biggest changeThe following table provides a breakdown of our Southern timberlands acreage and timber inventory by product and age class as of September 30, 2023: (volumes in thousands of SGT) (a) Age Class Acres (000’s) Pine Pulpwood Pine Sawtimber Hardwood Pulpwood Hardwood Sawtimber Total Pine Plantation 0 to 4 years (b) 291 — — — — — 5 to 9 years 203 — — — — — 10 to 14 years 187 6,974 1,695 43 — 8,712 15 to 19 years 237 12,287 6,118 136 1 18,542 20 to 24 years 205 8,167 8,236 158 4 16,565 25 to 29 years 66 2,278 4,147 89 3 6,517 30 + years 49 1,325 3,701 154 3 5,183 Total Pine Plantation 1,238 31,031 23,897 580 11 55,519 Natural Pine (Plantable) (c) 36 291 577 754 221 1,843 Natural Mixed Pine/Hardwood (d) 556 5,020 6,757 14,876 4,879 31,532 Forested Acres and Gross Inventory 1,830 36,342 31,231 16,210 5,111 88,894 Plus: Non-Forested Acres (e) 69 Gross Acres 1,899 Less: Pre-Merchantable Age Class Inventory (f) (9,445) Less: Volume in Environmentally Sensitive/Legally Restricted Areas (4,764) Merchantable Timber Inventory 74,685 (a) Table presented as of September 30, 2023 and does not include acquisitions or dispositions completed in the fourth quarter.
Biggest changeThe following table provides a breakdown of our Southern timberlands acreage and timber inventory by product and age class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Disposition: (volumes in thousands of SGT) (a) Age Class Acres (000’s) Pine Pulpwood Pine Sawtimber Hardwood Pulpwood Hardwood Sawtimber Total Pine Plantation 0 to 4 years (b) 269 — — — — — 5 to 9 years 199 — — — — — 10 to 14 years 182 6,789 1,816 41 — 8,646 15 to 19 years 204 10,302 5,732 127 1 16,162 20 to 24 years 185 7,557 7,782 140 3 15,482 25 to 29 years 67 2,237 4,237 83 3 6,560 30 + years 43 1,245 3,337 202 3 4,787 Total Pine Plantation 1,149 28,130 22,904 593 10 51,637 Natural Pine (Plantable) (c) 30 299 329 598 115 1,341 Natural Mixed Pine/Hardwood (d) 509 7,589 5,929 13,713 2,340 29,571 Forested Acres and Gross Inventory 1,688 36,018 29,162 14,904 2,465 82,549 Plus: Non-Forested Acres (e) 64 Gross Acres 1,752 Less: Pre-Merchantable Age Class Inventory (f) (8,709) Less: Volume in Environmentally Sensitive/Legally Restricted Areas (3,964) Merchantable Timber Inventory 69,876 (a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma.
He joined Rayonier in 2006 as Associate General Counsel for Performance Fibers. Prior to Rayonier, Mr. Bridwell served as counsel for six years at Siemens Corporation. Prior to the Siemens Corporation, he was an attorney with the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson for five years. Mr.
He joined Rayonier in 2006 as Associate General Counsel for Performance Fibers. Prior to Rayonier, Mr. Bridwell served as counsel for six years at Siemens Corporation. Prior to Siemens Corporation, he was an attorney with the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson for five years. Mr.
We continuously evaluate a full range of capital allocation alternatives—including dividends, share buybacks, acquisitions, divestitures, debt reduction, and capital investments—to determine the optimal means to create value for our shareholders, and we will opportunistically pivot our capital allocation priorities accordingly. • Employ Best-in-Class Stewardship and Disclosure Practices.
We evaluate a full range of capital allocation alternatives—including dividends, share buybacks, acquisitions, divestitures, debt reduction, and capital investments—to determine the optimal means to create value for our shareholders, and we will opportunistically pivot our capital allocation priorities accordingly. • Employ Best-in-Class Stewardship and Disclosure Practices.
Conservation Easements are the sale of development rights, which preclude future development on the underlying land but reserve our rights to continue to grow and harvest timber. 9 Table of Contents TRADING Our Trading segment primarily reflects log trading activities in New Zealand and Australia conducted by our New Zealand subsidiary.
Conservation Easements are the sale of development rights, which preclude future development on the underlying land but reserve our rights to continue to grow and harvest timber. 9 Table of Contents TRADING Our Trading segment primarily reflects log trading activities in New Zealand conducted by our New Zealand subsidiary.
We currently have solar, carbon capture and storage, and wind leases in place with high-caliber counterparties, and we expect these and other new revenue streams associated with land-based solutions to grow in the future. • Carbon Sequestration and Other Environmental Benefits of Our Forests.
We currently have solar and carbon capture and storage leases in place with high-caliber counterparties, and we expect these and other new revenue streams associated with land-based solutions to grow in the future. • Carbon Sequestration and Other Environmental Benefits of Our Forests.
See Note 2 — Segment and Geographical Information for additional information. 10 Table of Contents COMPETITION TIMBER Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the principal method of competition. In New Zealand, there are five other major private timberland owners accounting for approximately 32% of New Zealand planted forests.
See Note 2 — Segment and Geographical Information for additional information. 10 Table of Contents COMPETITION TIMBER Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the principal method of competition. In New Zealand, there are five other major private timberland owners accounting for approximately 35% of New Zealand planted forests.
Certain operations are conducted through our taxable REIT subsidiaries (“TRS”) and subject to U.S. federal and state corporate income tax. As of December 31, 2023 and as of the date of the filing of this Annual Report on Form 10-K, we believe the Company is in compliance with all REIT tests.
Certain operations are conducted through our taxable REIT subsidiaries (“TRS”) and subject to U.S. federal and state corporate income tax. As of December 31, 2024 and as of the date of the filing of this Annual Report on Form 10-K, we believe the Company is in compliance with all REIT tests.
Corr holds a Bachelor of Arts degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at University of Pennsylvania. Mark R. Bridwell, 61, Mr. Bridwell was appointed Senior Vice President, General Counsel and Corporate Secretary in March 2023.
Corr holds a Bachelor of Arts degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at University of Pennsylvania. Mark R. Bridwell, 62, Mr. Bridwell was appointed Senior Vice President, General Counsel and Corporate Secretary in March 2023.
Rayonier achieved our goal in 2023—we had zero fatalities or significant incidents, and everybody went home safe, every day. Our commitment to maintaining a safe working environment has not only safeguarded lives, but has also contributed to the overall success of our organization and industry.
Rayonier achieved our goal in 2024—we had zero fatalities or significant incidents, and everybody went home safe, every day. Our commitment to maintaining a safe working environment has not only safeguarded lives, but has also contributed to the overall success of our organization and industry.
We estimated sustainable yield for each of our Timber segments as of December 31, 2023. We manage our U.S. timberlands in accordance with the requirements of the Sustainable Forestry Initiative ® (“SFI”) program. The timberland holdings of the New Zealand subsidiary are certified under the Forest Stewardship Council ® (“FSC”).
We estimated sustainable yield for each of our Timber segments as of December 31, 2024. We manage our U.S. timberlands in accordance with the requirements of the Sustainable Forestry Initiative ® (“SFI”) program. The timberland holdings of the New Zealand subsidiary are certified under the Forest Stewardship Council ® (“FSC”).
Pyatt held human resources positions with CSX Corporation and Barnett Bank. Ms. Pyatt holds a bachelor’s degree in Business Management. W. Rhett Rogers, 47, Mr. Rogers was appointed Senior Vice President, Portfolio Management in March 2023 having previously served as Vice President, Portfolio Management since February 2017. Mr.
Pyatt held human resources positions with CSX Corporation and Barnett Bank. Ms. Pyatt holds a bachelor’s degree in Business Management. W. Rhett Rogers, 48, Mr. Rogers was appointed Senior Vice President, Portfolio Management in March 2023 having previously served as Vice President, Portfolio Management since February 2017. Mr.
The remaining 9% were purchased on a fixed margin basis, with the New Zealand subsidiary earning either a fixed percentage of the net export revenue or a spread on the resale price irrespective of subsequent price fluctuations.
The remaining 35% were purchased on a fixed margin basis, with the New Zealand subsidiary earning either a fixed percentage of the net export revenue or a spread on the resale price irrespective of subsequent price fluctuations.
Under our REIT structure, we are generally not required to pay U.S. federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution, income, asset, shareholder and other tests. As of December 31, 2023, Rayonier owns a 98.4% interest in the Operating Partnership and a corresponding portion of taxable income or loss.
Under our REIT structure, we are generally not required to pay U.S. federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution, income, asset, shareholder and other tests. As of December 31, 2024, Rayonier owns a 98.7% interest in the Operating Partnership and a corresponding portion of taxable income or loss.
The New Zealand subsidiary generally seeks to mitigate its risk of loss on procured logs by securing export orders prior to or concurrent with its spot purchases of logs. FOREIGN SALES AND OPERATIONS Sales from non-U.S. operations occur in our New Zealand Timber, Trading and Real Estate segments and comprised approximately 25% of consolidated 2023 sales.
The New Zealand subsidiary generally seeks to mitigate its risk of loss on procured logs by securing export orders prior to or concurrent with its spot purchases of logs. FOREIGN SALES AND OPERATIONS Sales from non-U.S. operations occur in our New Zealand Timber, Trading and Real Estate segments and comprised approximately 22% of consolidated 2024 sales.
For comparison purposes, we provide inventory estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as in short green tons. 4 Table of Contents The following table sets forth the estimated volumes of merchantable timber inventory by location in short green tons as of September 30, 2023 for the South and Pacific Northwest and as of December 31, 2023 for New Zealand.
For comparison purposes, we provide inventory estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as in short green tons. 4 Table of Contents The following table sets forth the estimated volumes of merchantable timber inventory in short green tons for the South and Pacific Northwest as of September 30, 2024 and as of December 31, 2024 for New Zealand.
We expect that the average annual harvest volume of our Southern timberlands over the next five years (2024 to 2028) will be generally in line with our sustainable yield. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .
We expect that the average annual harvest volume of our Southern timberlands over the next five years (2025 to 2029) will be generally in line with our sustainable yield. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .
We estimate that the sustainable yield of our New Zealand timberlands is approximately 2.1 to 2.4 million cubic meters (or 2.4 to 2.7 million tons) annually. We expect that the average annual harvest volume of our New Zealand timberlands over the next five years (2024 to 2028) will be in line with our sustainable yield range.
We estimate that the sustainable yield of our New Zealand timberlands is approximately 2.1 to 2.4 million cubic meters (or 2.4 to 2.7 million tons) annually. We expect that the average annual harvest volume of our New Zealand timberlands over the next five years (2025 to 2029) will be in line with our sustainable yield range.
Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities. We estimate that the sustainable yield of our Southern timberlands, including both pine and hardwoods, is approximately 6.8 to 7.2 million tons annually.
Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities. We estimate that the sustainable yield of our Southern timberlands, including both pine and hardwoods, is approximately 6.5 to 6.9 million tons annually.
Bridwell holds a B.S.B.A. in Finance from the University of Central Florida, and both an MBA and JD from Emory University. 14 Table of Contents Shelby L. Pyatt, 53, Ms. Pyatt was appointed Senior Vice President, Human Resources and Information Technology in March 2023, having previously served as Vice President, Human Resources and Information Technology since October 2015.
Bridwell holds a B.S.B.A. in Finance from the University of Central Florida, and both an MBA and JD from Emory University. Shelby L. Pyatt, 54, Ms. Pyatt was appointed Senior Vice President, Human Resources and Information Technology in March 2023, having previously served as Vice President, Human Resources and Information Technology since October 2015.
In these instances, the cost of standing timber is capitalized as an asset on the Consolidated Balance Sheets and recognized as non-depletion cost of sales when sold. In 2023, New Zealand trading volume was approximately 307,000 tons.
In these instances, the cost of standing timber is capitalized as an asset on the Consolidated Balance Sheets and recognized as non-depletion cost of sales when sold. In 2024, New Zealand trading volume was approximately 201,000 tons.
Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading. As of December 31, 2023, we owned, leased or managed approximately 2.7 million acres of timberland and real estate located in the U.S. South (1.85 million acres), U.S.
Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading. As of December 31, 2024, we owned, leased or managed approximately 2.5 million acres of timberland and real estate located in the U.S. South (1.75 million acres), U.S.
All of these activities are designed to maximize value while complying with SFI, or FSC and PEFC requirements. 5 Table of Contents SOUTHERN TIMBER As of December 31, 2023, our Southern timberlands acreage consisted of approximately 1.85 million acres (including approximately 93,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana, Oklahoma, South Carolina and Texas.
All of these activities are designed to maximize value while complying with SFI, or FSC and PEFC requirements. 5 Table of Contents SOUTHERN TIMBER As of December 31, 2024, our Southern timberlands acreage consisted of approximately 1.75 million acres (including approximately 89,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana, South Carolina and Texas.
(f) Includes a minor component of hardwood in red alder and other species. 7 Table of Contents NEW ZEALAND TIMBER As of December 31, 2023, our New Zealand timberlands consisted of approximately 421,000 acres (including approximately 233,000 acres of leased lands), of which approximately 297,000 acres were designated as productive or plantation acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions.
(f) Includes a minor component of hardwood in red alder and other species. 7 Table of Contents NEW ZEALAND TIMBER As of December 31, 2024, our New Zealand timberlands consisted of approximately 412,000 acres (including approximately 234,000 acres of leased lands), of which approximately 287,000 acres were designated as productive or plantation acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions.
The program includes safety alerts, tailgate meetings on safety topics, education on best management practices, and our near miss/incident reporting program. We now require all contractors to have an active written safety program in place before working on our property. In 2023, 798 safety near miss reports were submitted and 1,133 contractor safety meetings were conducted.
The program includes safety alerts, tailgate meetings on safety topics, education on best management practices, and our near miss/incident reporting program. We now require all contractors to have an active written safety program in place before working on our property. In 2024, 720 safety near miss reports were submitted and 1,364 contractor safety meetings were conducted.
The merchantable age ( i.e. , the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, with the exception of Oklahoma which is 17 years, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30 years for Douglas-fir in our New Zealand timberlands.
The merchantable age ( i.e. , the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30 years for Douglas-fir in our New Zealand timberlands.
AVAILABILITY OF REPORTS AND OTHER INFORMATION Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Securities Exchange Act of 1934 are made available to the public free of charge in the Investor Relations section of our website, www.rayonier.com , shortly after we electronically file such material with, or furnish them to, the SEC.
The following charts provide a breakdown of Rayonier’s demographics as of December 31, 2024: AVAILABILITY OF REPORTS AND OTHER INFORMATION Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Securities Exchange Act of 1934 are made available to the public free of charge in the Investor Relations section of our website, www.rayonier.com , shortly after we electronically file such material with, or furnish them to, the SEC.
See Note 3 — Revenue for information about the sale of carbon units. REAL ESTATE All of our U.S. and New Zealand land sales, including HBU and non-HBU, are reported in our Real Estate segment.
See Note 23 — Other Assets for information about our cost basis in carbon credits. See Note 3 — Revenue for information about the sale of carbon units. REAL ESTATE All of our U.S. and New Zealand land sales, including HBU and non-HBU, are reported in our Real Estate segment.
We also use targeted equity-based grants with a multiyear vesting schedule to help promote the retention of personnel and an ownership mentality across our organization. Our comprehensive benefits package includes medical, dental, vision, life, accident, disability and paid parental and caregiver leave. We also offer a health savings account, a dependent care spending account and an employee assistance plan.
We also use targeted equity-based grants with multi-year vesting schedules to promote employee retention and cultivate an ownership mentality across the organization. Our comprehensive benefits package includes medical, dental, vision, life, accident, disability and paid parental and caregiver leave. We also offer a health savings account, a dependent care spending account and an employee assistance plan.
Rogers oversees the Company’s acquisition and disposition activities, including Rural HBU and non-strategic land sales, as well as its land information systems function. He joined Rayonier in 2001 as a District Technical Forester, and has held multiple positions of increasing responsibility within the Company. Mr.
Rogers oversees the Company’s land acquisition and disposition activities, rural and HBU land sales, and land information services function. He joined Rayonier in 2001 as a District Technical Forester, and has held multiple positions of increasing responsibility within the Company. Mr.
Our product mix in the Pacific Northwest is heavily weighted to sawtimber, which is sold to domestic wood products facilities as well as exported primarily to Pacific Rim markets. We estimate that the sustainable yield of our Pacific Northwest timberlands is approximately 160 to 185 MMBF (or 1.25 to 1.45 million tons) annually.
Our product mix in the Pacific Northwest is heavily weighted to sawtimber, which is sold to domestic wood products facilities as well as exported primarily to Pacific Rim markets. We estimate that the sustainable yield of our Pacific Northwest timberlands is approximately 115 to 135 MMBF (or 0.90 to 1.05 million tons) annually.
(f) Includes inventory that is less than 15 years old in all states except for Oklahoma where the standard is less than 17 years old. 6 Table of Contents PACIFIC NORTHWEST TIMBER As of December 31, 2023, our Pacific Northwest timberlands consisted of approximately 418,000 acres located in Oregon and Washington, of which approximately 311,000 acres were designated as productive acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions.
(f) Includes inventory that is less than 15 years old. 6 Table of Contents PACIFIC NORTHWEST TIMBER As of December 31, 2024, our Pacific Northwest timberlands consisted of approximately 308,000 acres located in Oregon and Washington, of which approximately 241,000 acres were designated as productive acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions.
McHugh was appointed President and Chief Financial Officer in January 2023, having previously served as Senior Vice President and Chief Financial Officer since joining Rayonier in December 2014. Mr. McHugh has over 20 years of experience in finance and capital markets, focused primarily on the forest products and REIT sectors.
Prior to this, he served as Senior Vice President and Chief Financial Officer since joining Rayonier in December 2014. Mr. McHugh has over 20 years of experience in finance and capital markets, focused primarily on the forest products and REIT sectors.
The following table provides an overview of certain major competitors in each of our Timber segments: Segment Competitors Southern Timber (a) Weyerhaeuser Company PotlatchDeltic Manulife Investment Management Timberland and Agriculture Inc. Resource Management Service Forest Investment Associates J.P. Morgan Asset Management Pacific Northwest Timber (a) Weyerhaeuser Company Manulife Investment Management Timberland and Agriculture Inc. Green Diamond Resource Company J.P.
The following table provides an overview of certain major competitors in each of our Timber segments: Segment Competitors Southern Timber (a) Weyerhaeuser Company Resource Management Service Manulife Investment Management Timberland and Agriculture Inc. Forest Investment Associates PotlatchDeltic Timberland Investment Resources J.P. Morgan Asset Management BTG Pactual Molpus Woodlands Group The Westervelt Company, Inc.
Prior to joining Rayonier, he served as Executive Vice President, Buildings and Places for AECOM from 2008 to 2013. Prior to that, Mr. Corr held various positions with The St. Joe Company between 1998 and 2008, most recently as Executive Vice President and Chief Strategy Officer. From 1992 to 1998, Mr.
Prior to that, Mr. Corr held various positions with The St. Joe Company between 1998 and 2008, most recently as Executive Vice President and Chief Strategy Officer. From 1992 to 1998, Mr.
We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2024 to 2028) will be generally in line with our sustainable yield. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .
We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2025 to 2029) will be toward the lower end of our sustainable yield range. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .
As of December 31, 2023, the New Zealand subsidiary held 2,368,301 NZUs with respect to timberlands designated as post-1989 forests. These units were received for net carbon sequestered between 2008 and 2018 and from subsequent units acquired during 2019 and 2021.
As of December 31, 2024, the New Zealand subsidiary held 1,602,149 NZUs with respect to timberlands designated as post-1989 forests. These units were received for net carbon sequestered between 2008 and 2022 and from subsequent units acquired during 2019 and 2021. As of December 31, 2024, the New Zealand subsidiary has no surrender obligation.
There were no other individual customers (or group of customers under common control) who represented 10% or more of consolidated sales during the year. 11 Table of Contents SEASONALITY Across all our segments, results are normally not impacted significantly by seasonal changes.
There were no other individual customers (or group of customers under common control) who represented 10% or more of consolidated sales. See Note 3 — Revenue for additional information. SEASONALITY Across all our segments, results are normally not impacted significantly by seasonal changes.
He joined Rayonier in 1995 as a GIS Forestry Analyst and held multiple positions of increasing responsibility within the forestry division prior to his most recent roles, including Vice President, U.S. Operations from November 2014 to December 2015 and Director, Atlantic Region, U.S. Forest Resources from March 2014 to November 2014. Mr.
Long oversees Rayonier’s global forestry operations, as well as emerging business opportunities associated with land-based solutions. He joined Rayonier in 1995 as a GIS Forestry Analyst and held multiple positions of increasing responsibility within the forestry division prior to his most recent roles, including Vice President, U.S. Operations from November 2014 to December 2015 and Director, Atlantic Region, U.S.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 2,388 MMBF and 1,231 MMBF, respectively, as of September 30, 2023, on a pro forma basis adjusted for the 55,000-acre Large Disposition in Oregon completed in the fourth quarter.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 1,981 MMBF and 971 MMBF, respectively, as of September 30, 2024, on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in Washington completed in the fourth quarter.
For our Pacific Northwest Timber segment, our timber inventory by product and age class is presented as of September 30, 2023 on a pro forma basis adjusted for our 55,000-acre Large Disposition in Oregon completed in the fourth quarter.
Our timber inventory by product and age class for our Southern Timber and Pacific Northwest Timber segments are presented herein as of September 30, 2024 on a pro forma basis adjusted for Large Dispositions completed in the fourth quarter.
Portions of this property require environmental remediation under federal and state environmental laws, and remediation activities are currently ongoing. As such, we have recognized environmental liabilities associated with Port Gamble. For additional information on our environmental liabilities see Note 10 — Commitments and Note 12 — Environmental and Natural Resource Damage Liabilities .
Portions of this property require environmental remediation under federal and state environmental laws, and remediation activities are currently ongoing. As such, we have recognized environmental liabilities associated with Port Gamble.
These substances include various hydrocarbons, cadmium, and toxins associated with wood waste and the production of wood products. 12 Table of Contents Following the mill closure, the Washington State Department of Ecology (the “DOE”) began to examine the environmental conditions at Port Gamble.
P&T’s operations resulted in the release of hazardous substances that impacted the upland and submerged portions of the site. These substances include various hydrocarbons, cadmium, and toxins associated with wood waste and the production of wood products. Following the mill closure, the Washington State Department of Ecology (the “DOE”) began to examine the environmental conditions at Port Gamble.
Pacific Northwest (418,000 acres) and New Zealand (421,000 gross acres, or 297,000 net plantable acres). In addition, we engage in the trading of logs to Pacific Rim markets, predominantly from New Zealand and Australia to support our New Zealand export operations; however, we also engage in log trading activities to these markets from the U.S. South and U.S. Pacific Northwest.
Pacific Northwest (308,000 acres) and New Zealand (412,000 gross acres, or 287,000 net plantable acres). In addition, we engage in the trading of logs to Pacific Rim markets, predominantly from New Zealand to support our New Zealand export operations.
Through the use of the joint venture, we are able to increase scale efficiencies, market presence and cost savings in both the Timber and Trading segments. In addition to our direct export business, we also engage in log trading activities, which generally involve the procurement of third-party logs in order to gain scale efficiencies in our export operations.
In addition to our direct export business, we also engage in log trading activities, which generally involve the procurement of third-party logs in order to gain scale efficiencies in our export operations.
In this position, she acts as the Company’s principal accounting officer. She joined Rayonier in 2010 as Manager, General Ledger, and has held multiple positions of increasing responsibility within the finance and accounting departments. Prior to joining Rayonier, Ms. Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private companies located in Florida. Ms.
In her current position, she acts as the Company’s principal financial and accounting officer. Prior to this, she served as Vice President, Financial Services and Corporate Controller. She joined Rayonier in 2010 as Manager, General Ledger, and has held multiple positions of increasing responsibility within the finance and accounting departments. Prior to joining Rayonier, Ms.
In 2023, we acquired approximately 400 acres of timberlands in the Pacific Northwest region. For additional information, see Note 4 — Timberland Acquisitions . In addition, we closed on a 55,000-acre Large Disposition in Oregon for $242.2 million. See Item 7 — Results of Operations and for additional information.
In 2024, we acquired approximately 7,000 acres of timberland in the Southern region. For additional information, see Note 4 — Timberland Acquisitions . We also closed on a 91,000-acre Large Disposition in Oklahoma. See Item 7 — Results of Operations for additional information.
Natural Resources Damages In addition to the cleanup costs discussed previously, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover natural resource damages (“NRD”).
The consent decree, which includes the CAP, was entered in Kitsap County Superior Court on November 25, 2020. 13 Table of Contents Natural Resources Damages In addition to the cleanup costs discussed previously, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover natural resource damages (“NRD”).
REAL ESTATE In our Real Estate business, we compete with other owners of entitled and unentitled properties. Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers.
Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers. TRADING Our log trading operations are primarily based out of New Zealand and performed by our New Zealand subsidiary.
This includes a comprehensive benefits package, flexible work arrangements and generous paid time off as well as specific workshops and programs tailored to locations. 16 Table of Contents Inclusion and Belonging Rayonier is focused on promoting an inclusive workforce as we believe this plays an integral role in maintaining an engaging employee experience.
This includes a comprehensive benefits package, an employee assistance program, flexible work arrangements, financial wellness assessments and counseling, generous paid time off, health fairs and health risk assessments, and a variety of wellness seminars and workshops for all employees. 16 Table of Contents Employee Demographics Rayonier is committed to promoting an inclusive workforce as we believe this plays an integral role in maintaining an engaging employee experience.
Our Culture and Employee Retention We view our culture as an asset and believe that fostering a positive and healthy work environment is critical to achieving our goals of being the preferred employer in the forestry industry and retaining key talent.
Our Culture and Employee Retention We view our culture as an asset and believe a positive and healthy work environment is crucial for achieving our goals of being the preferred employer in the forestry industry and retaining key talent. We actively foster open communication and information sharing throughout the organization, while empowering employees to take initiative and contribute their ideas.
We also provide a tuition reimbursement program, which reimburses 80% of the costs of approved degree programs. 15 Table of Contents Workplace Safety Safety is a way of life and a cornerstone of Rayonier’s culture — our key guiding principle is that all of our employees and contractors should return home safely each day.
Workplace Safety Safety is a way of life and a cornerstone of Rayonier’s culture — our key guiding principle is that all of our employees and contractors should return home safely each day.
The following table provides a breakdown of our New Zealand timberlands acreage and timber inventory by product and age class as of December 31, 2023: (volumes in thousands of m 3 , except as noted) Age Class Acres (000’s) Pulpwood (d) Sawtimber (d) Total (d) Radiata Pine 0 to 4 years (a) 69 — — — 5 to 9 years 41 — — — 10 to 14 years 44 — — — 15 to 19 years 40 — — — 20 to 24 years 53 1,909 7,086 8,995 25 to 29 years 18 675 3,623 4,298 30 + years 2 119 389 508 Total Radiata Pine 267 2,703 11,098 13,801 Other (b) 30 921 1,135 2,056 Forested Acres and Merchantable Timber Inventory 297 3,624 12,233 15,857 Conversion factor for m 3 to SGT 1.12 Total Merchantable Timber (thousands of SGT) 17,717 Plus: Non-Productive Acres (c) 124 Gross Acres 421 (a) 0 to 4 years includes clearcut acres not yet replanted.
The following table provides a breakdown of our New Zealand timberlands acreage and timber inventory by product and age class as of December 31, 2024: (volumes in thousands of m 3 , except as noted) Age Class Acres (000’s) Pulpwood (d) Sawtimber (d) Total (d) Radiata Pine 0 to 4 years (a) 65 — — — 5 to 9 years 41 — — — 10 to 14 years 40 — — — 15 to 19 years 40 — — — 20 to 24 years 52 1,807 7,372 9,179 25 to 29 years 18 699 3,618 4,317 30 + years 2 135 485 620 Total Radiata Pine 258 2,641 11,475 14,116 Other (b) 29 889 1,175 2,064 Forested Acres and Merchantable Timber Inventory 287 3,530 12,650 16,180 Conversion factor for m 3 to SGT 1.12 Total Merchantable Timber (thousands of SGT) 18,078 Plus: Non-Productive Acres (c) 125 Gross Acres 412 (a) 0 to 4 years includes clearcut acres not yet replanted.
Merchantable timber inventory for the Pacific Northwest is presented on a pro forma basis adjusted for a 55,000-acre Large Disposition in Oregon completed in the fourth quarter: (volumes in thousands of SGT) Location Merchantable Inventory (a) % South 74,685 73 Pacific Northwest 9,541 9 New Zealand 17,717 18 101,943 100 (a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2023.
Merchantable timber inventory for the South and the Pacific Northwest are presented on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma and 109,000 acres of Large Dispositions in Washington, respectively, that closed in the fourth quarter: (volumes in thousands of SGT) Location Merchantable Inventory (a) % South 69,876 73 Pacific Northwest 7,525 8 New Zealand 18,078 19 95,479 100 (a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2024.
Our 401(k) retirement savings plan includes company matching contributions as well as enhanced retirement contributions. Employee Development We provide a robust training and development program that encompasses a variety of learning methods to cater to diverse needs. This includes micro and on-demand learning for quick and targeted skill upgrades, alongside traditional classroom programs for more in-depth learning.
Our 401(k) retirement savings plan includes company matching contributions as well as enhanced retirement contributions. 15 Table of Contents Employee Development We offer a robust training and development program to all employees that encompasses a variety of learning methods to cater to diverse needs.
Approximately 91% of third-party purchases in New Zealand were purchased at spot prices, with the New Zealand subsidiary thereby assuming some price risk on subsequent resale.
Of this volume, approximately 134,000 tons were purchased directly from third parties in New Zealand and the remaining 67,000 tons were harvested from stumpage purchases and managed harvest arrangements. Approximately 65% of third-party purchases in New Zealand were purchased at spot prices, with the New Zealand subsidiary thereby assuming some price risk on subsequent resale.
(“P&T”) from 1853 to 1995. P&T continued to lease various portions of the site for its operations until 2002.
The real estate subject to environmental remediation requirements was the location of a sawmill operated by Pope & Talbot, Inc. (“P&T”) from 1853 to 1995. P&T continued to lease various portions of the site for its operations until 2002.
Employee Wellness Our employee wellness program, Stay Strong, is designed to promote the overall health and well-being of our employees by providing education, resources, and a financial investment in our employees’ wellness. Stay Strong employs a comprehensive approach centered on four key areas: Health and Well-Being, Financial Wellness, Work-Life Balance and Emotional Health.
Employee Wellness Our employee wellness program, Stay Strong, promotes overall employee health and well-being through education, resources, and a financial investment. Stay Strong focuses on four key areas: Health and Well-Being, Financial Wellness, Work-Life Balance and Emotional Health.
We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands were both 15.9 million cubic meters as of December 31, 2023.
For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors . We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands were both 16.2 million cubic meters as of December 31, 2024.
SEGMENT INFORMATION As of December 31, 2023, Rayonier operated in five reportable business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading. The previously reported Timber Funds segment was liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022.
SEGMENT INFORMATION As of December 31, 2024, Rayonier operated in five reportable business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading.
McHugh holds a B.S.B.A. in Finance from the University of Central Florida and a JD from Harvard Law School. Mr. McHugh has been appointed by the Board as Mr. Nunes’ successor and will become President and Chief Executive Officer, effective April 1, 2024. Douglas M. Long, 53, Mr.
McHugh holds a B.S.B.A. in Finance from the University of Central Florida and a JD from Harvard Law School. Douglas M. Long, 54, Mr. Long was appointed Executive Vice President and Chief Resource Officer in January 2023, having previously served as Senior Vice President, Forest Resources since December 2015. Mr.
Tice holds a Bachelor of Fine Arts from Florida State University and a Master of Accountancy with a tax concentration from the University of North Florida. Ms. Tice is a Certified Public Accountant in the State of Florida. In connection with Mr. Nunes’ retirement and the Company’s leadership transition, Ms.
Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private companies located in Florida. Ms. Tice holds a Bachelor of Fine Arts from Florida State University and a Master of Accountancy with a tax concentration from the University of North Florida. Ms.
The sections below provide a history of the environmental matters in Port Gamble, Washington: Discovery and Initial Actions In Port Gamble, Washington, hazardous substances were previously discovered requiring environmental remediation under federal and state environmental laws. The real estate subject to environmental remediation requirements was the location of a sawmill operated by Pope & Talbot, Inc.
For additional information on our environmental liabilities see Note 10 — Commitments and Note 12 — Environmental and Natural Resource Damage Liabilities . 12 Table of Contents The sections below provide a history of the environmental matters in Port Gamble, Washington: Discovery and Initial Actions In Port Gamble, Washington, hazardous substances were previously discovered requiring environmental remediation under federal and state environmental laws.
Our Trading segment complements the New Zealand Timber segment by providing added market intelligence, increasing the scale of export operations and achieving cost savings that directly benefit the New Zealand Timber segment. This additional market intelligence also benefits our Southern and Pacific Northwest export log marketing efforts.
Our Trading segment complements the New Zealand Timber segment by providing added market intelligence, increasing the scale of export operations and achieving cost savings that directly benefit the New Zealand Timber segment. Our New Zealand subsidiary conducts export sales through a joint venture, which arranges sales shipping and export documentation services for an agency fee.
We also emphasize professional growth through our coaching and mentoring program. For those seeking broader experience, we offer cross-functional assignments and a specialized job rotation program designed for early career foresters.
This includes micro and on-demand learning for quick and targeted skill upgrades, traditional classroom programs for more in-depth learning, and a coaching and mentoring program for professional growth. For those seeking broader experience, we offer cross-functional assignments, and a specialized job rotation program designed for early career foresters. We also offer tuition reimbursement, covering 80% of degreed program costs.
(b) The New Zealand subsidiary competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic and export markets, predominantly China, South Korea and India. Logs supplied into Asian markets also compete with export supply from other regions, including Europe and North America.
Kaingaroa Timberlands Ernslaw One New Forests OneFortyOne Plantations (a) In addition to the competitors listed, we also compete with numerous other large and small privately held timber companies. (b) The New Zealand subsidiary competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic and export markets, predominantly China, South Korea and India.
As with the in-water portion of the project, the CAP will define the scope of the remediation activity for the millsite. The consent decree, which includes the CAP, was entered in Kitsap County Superior Court on November 25, 2020.
As with the in-water portion of the project, the CAP defined the scope of the remediation activity for the millsite.
RESEARCH AND DEVELOPMENT The research and development activities of our timber operations include genetics and tree improvement, soils and seedling production, biometrics and growth/yield, environmental sustainability (including protection of water, biodiversity, and threatened and endangered (“T&E”) species), and carbon and climate impact.
Topics include genetics and tree improvement, soils and site productivity, seedling production, site-specific silviculture, biometrics and growth and yield, environmental sustainability (including protection of water, biodiversity, and species of conservation concern) and carbon and climate impact. Our research and development is conducted by an internal team of scientists that frequently work in cooperation with university partners and governmental agencies.
Rogers holds a Bachelor of Science in Forestry from Louisiana Tech University, and both an MBA and MS in Forest Resources from Mississippi State University. April J. Tice, 50, Ms. Tice was appointed Vice President and Chief Accounting Officer in April 2021, having previously served as Vice President, Financial Services and Corporate Controller.
Forest Resources from March 2014 to November 2014. Mr. Long holds bachelor’s and master’s degrees in Forest Resources and Conservation from the University of Florida. April J. Tice, 51, Ms. Tice was appointed Senior Vice President and Chief Financial Officer in April 2024, having previously served as Vice President and Chief Accounting Officer since 2021.
We actively promote open communication and information sharing across the organization, while also empowering our employees to take initiative and contribute their ideas. This approach ensures team members feel valued, engaged and capable of making a meaningful impact. Every two years we conduct a formal company-wide employee survey to provide anonymous feedback to management.
This approach ensures team members feel valued, engaged and capable of making a meaningful impact. Every two years we conduct a formal company-wide anonymous employee survey to gather feedback for management. Results are benchmarked against our third-party provider’s global database, shared transparently, and reviewed with our Board of Directors to inform the setting of non-financial goals for management.
The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2023, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Disposition: (volumes in MBF, except as noted) (a) Age Class Acres (000’s) Softwood Pulpwood (f) Softwood Sawtimber (f) Total (f) Commercial Forest 0 to 4 years (b) 29 — — — 5 to 9 years 36 — — — 10 to 14 years 37 — — — 15 to 19 years 42 — — — 20 to 24 years 33 34,290 79,499 113,789 25 to 29 years 28 36,666 192,992 229,658 30 to 34 years 39 81,561 534,056 615,617 35 to 39 years 43 83,300 701,410 784,710 40 to 44 years 13 21,289 252,962 274,251 45 to 49 years 4 7,431 78,051 85,482 50+ years 3 6,031 55,960 61,991 Total Commercial Forest 307 270,568 1,894,930 2,165,498 Non-Commercial Forest (c) 4 3,517 21,372 24,889 Productive Forested Acres 311 Restricted Forest (d) 82 26,344 171,468 197,812 Total Forested Acres and Gross Inventory 393 300,429 2,087,770 2,388,199 Plus: Non-Forested Acres (e) 25 Gross Acres 418 Less: Pre-Merchantable Age Class Inventory (959,329) Less: Restricted Forest Inventory (197,812) Total Merchantable Timber 1,231,058 Conversion factor for MBF to SGT 7.75 Total Merchantable Timber (thousands of SGT) 9,541 (a) Table presented as of September 30, 2023 and is presented on a pro forma basis adjusted for the 55,000-acre Large Disposition in Oregon.
The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Dispositions: (volumes in MBF, except as noted) (a) Age Class Acres (000’s) Softwood Pulpwood (f) Softwood Sawtimber (f) Total (f) Commercial Forest 0 to 4 years (b) 28 — — — 5 to 9 years 26 — — — 10 to 14 years 25 — — — 15 to 19 years 27 — — — 20 to 24 years 28 43,557 84,911 128,468 25 to 29 years 28 64,307 223,499 287,806 30 to 34 years 25 72,107 374,742 446,849 35 to 39 years 34 89,325 512,810 602,135 40 to 44 years 11 33,746 210,591 244,337 45 to 49 years 4 8,859 56,583 65,442 50+ years 3 6,555 41,381 47,936 Total Commercial Forest 239 318,456 1,504,517 1,822,973 Non-Commercial Forest (c) 2 1,675 9,652 11,327 Productive Forested Acres 241 Restricted Forest (d) 57 23,398 123,010 146,408 Total Forested Acres and Gross Inventory 298 343,529 1,637,179 1,980,708 Plus: Non-Forested Acres (e) 10 Gross Acres 308 Less: Pre-Merchantable Age Class Inventory (863,362) Less: Restricted Forest Inventory (146,408) Total Merchantable Timber 970,938 Conversion factor for MBF to SGT 7.75 Total Merchantable Timber (thousands of SGT) 7,525 (a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in Washington.
Long holds bachelor’s and master’s degrees in Forest Resources and Conservation from the University of Florida. Christopher T. Corr, 60, Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President, Real Estate Development and President, Raydient LLC.
Tice is a Certified Public Accountant in the State of Florida. 14 Table of Contents Christopher T. Corr, 61, Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President, Real Estate Development and President of Raydient. Prior to joining Rayonier, he served as Executive Vice President, Buildings and Places for AECOM from 2008 to 2013.
Our New Zealand subsidiary conducts export sales through a joint venture, which arranges sales shipping and export documentation services for an agency fee. The New Zealand subsidiary, in turn, provides support services on a cost recovery basis to the joint venture.
The New Zealand subsidiary, in turn, provides support services on a cost recovery basis to the joint venture. Through the use of the joint venture, we are able to increase scale efficiencies, market presence and cost savings in both the Timber and Trading segments.
Tice will assume the position of Senior Vice President and Chief Financial Officer, effective April 1, 2024. HUMAN CAPITAL Rayonier is committed to creating an engaging and rewarding employee experience, as well as making safety a priority in everything we do.
Rogers holds a Bachelor of Science in Forestry from Louisiana Tech University, and both an MBA and MS in Forest Resources from Mississippi State University. HUMAN CAPITAL Rayonier is committed to providing an engaging and rewarding employee experience, as well as making safety a priority in everything we do.
Morgan Asset Management Port Blakely Tree Farms State of Washington Department of Natural Resources Bureau of Indian Affairs New Zealand (b) Manulife Investment Management Timberland and Agriculture Inc. Kaingaroa Timberlands Ernslaw One OneFortyOne Plantations New Forests (a) In addition to the competitors listed, we also compete with numerous other large and small privately held timber companies.
Pacific Northwest Timber (a) Weyerhaeuser Company Green Diamond Resource Company State of Washington Department of Natural Resources Sierra Pacific Industries J.P. Morgan Asset Management Forest Investment Associates Manulife Investment Management Timberland and Agriculture Inc. Bureau of Indian Affairs Port Blakely Tree Farms BTG Pactual New Zealand (b) Manulife Investment Management Timberland and Agriculture Inc.
In 2023, we acquired approximately 3,500 acres of timberland in the Southern region. For additional information, see Note 4 — Timberland Acquisitions . We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 89 million tons and 75 million tons, respectively, as of September 30, 2023.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 83 million tons and 70 million tons, respectively, as of September 30, 2024, on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma completed in the fourth quarter.
Prior to the merger with Rayonier, Pope Resources began negotiations with the Trustees for the purpose of identifying NRD restoration projects. Those negotiations are ongoing and may ultimately result in agreement as to requested mitigation activities. For additional information see Item 1A — Risk Factors .
Prior to the merger with Rayonier, Pope Resources began negotiations with the Trustees for the purpose of identifying NRD restoration projects. Those negotiations culminated in the entry of an NRD Consent Decree in the U.S. District Court for the Western District of Washington on September 23, 2024.
We aim to provide employees with opportunities to build skills and grow professionally, while also offering competitive compensation commensurate with an individual’s experience, knowledge and performance. Our compensation packages consist of a base salary and an annual bonus.
Employee recruitment, retention and development are essential to our success. We are committed to providing employees with opportunities for skill development and professional growth, alongside competitive compensation commensurate with experience, knowledge and performance. Our compensation package includes base salary and an annual bonus.
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As a result, disclosure of the Timber Funds segment results are not presented for 2023 or 2022, while 2021 results are presented for historical purposes.
Added
In 2024, we closed on 109,000 acres of Large Dispositions in Washington. See Item 7 — Results of Operations for additional information.
Removed
Our timber inventory by product and age class for our Southern Timber segment is presented herein as of September 30, 2023 and does not reflect acquisitions or dispositions completed in the fourth quarter.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to 21 Table of Contents modify or invest in our real estate. Among the remedies that could be enforced in a lawsuit is a judgment preventing or restricting harvesting on a portion of our timberlands. Third-party operators may create environmental liabilities.
Biggest changeAmong the remedies that could be enforced in a lawsuit is a judgment preventing or restricting harvesting on a portion of our timberlands. 21 Table of Contents Third-party operators may create environmental liabilities.
In particular, we regularly test our compliance with the REIT “asset tests,” which require generally that, at the close of each calendar quarter: (1) at least 75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as timberlands), including leaseholds and options to acquire real property and leaseholds, as well as cash and cash items and certain other specified assets, (2) no more than 25% of the market value of our total assets may consist of other assets that are not qualifying assets for purposes of the 75% test in clause (1) above, and (3) no more than 20% of the market value of our total assets may consist of the securities of one or more “taxable REIT subsidiaries.” As of December 31, 2023, Rayonier is in compliance with these asset tests.
In particular, we regularly test our compliance with the REIT “asset tests,” which require generally that, at the close of each calendar quarter: (1) at least 75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as timberlands), including leaseholds and options to acquire real property and leaseholds, as well as cash and cash items and certain other specified assets, (2) no more than 25% of the market value of our total assets may consist of other assets that are not qualifying assets for purposes of the 75% test in clause (1) above, and (3) no more than 20% of the market value of our total assets may consist of the securities of one or more “taxable REIT subsidiaries.” As of December 31, 2024, Rayonier is in compliance with these asset tests.
Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions; • trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements; • continuing negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest products imports into China in connection with trade tensions between China and the U.S.; • business disruptions arising from public health crises and outbreaks of communicable diseases, especially in China; • business disruptions arising from geopolitical tensions, especially between China and the United States; • difficulty in establishing, staffing and managing non-U.S. operations; • product damage or losses incurred during shipping; • potentially negative consequences from changes in or interpretations of tax laws; • economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations; and • uncertainties regarding non-U.S. judicial systems, rules and procedures; These risks could adversely affect our business, financial condition and results of operations. 20 Table of Contents Our estimates of timber inventories and growth rates may be inaccurate, which could impair our ability to realize expected revenues.
Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions; • trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements; • negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest products imports into U.S. trading partner countries in connection with trade tensions between the U.S. and those countries; • business disruptions arising from public health crises and outbreaks of communicable diseases, especially in China; • business disruptions arising from geopolitical tensions, especially between China and the United States; • difficulty in establishing, staffing and managing non-U.S. operations; • product damage or losses incurred during shipping; • potentially negative consequences from changes in or interpretations of tax laws; • economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations; and • uncertainties regarding non-U.S. judicial systems, rules and procedures; These risks could adversely affect our business, financial condition and results of operations. 20 Table of Contents Our estimates of timber inventories and growth rates may be inaccurate, which could impair our ability to realize expected revenues.
It is expected that the supply of qualified logging contractors will be impacted by the availability and cost of debt financing for equipment purchases as well as the limited availability of adequately trained loggers. Should demand for housing remain elevated, harvest levels may further increase, placing more pressure on the existing supply of logging contractors.
It is expected that the supply of qualified logging contractors will be impacted by the availability and cost of debt financing for equipment purchases as well as the limited availability of adequately trained loggers. Should demand for housing become elevated, harvest levels may further increase, placing more pressure on the existing supply of logging contractors.
ECONOMIC RISK FACTORS A sustained increase in the rate of inflation, a persistent period of heightened inflation and monetary policy responses to the inflationary environment could negatively affect our stock price, results of operations and financial condition. The acceleration of inflation in the United States and global economies, should it persist, could adversely affect us.
ECONOMIC RISK FACTORS A sustained increase in the rate of inflation, a persistent period of heightened inflation and monetary policy responses to the inflationary environment could negatively affect our stock price, results of operations and financial condition. The acceleration of inflation in the United States and global economies could adversely affect us.
Any failure, or perceived failure, by Rayonier to further its initiatives, adhere to its public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against Rayonier and materially adversely affect Rayonier’s business, reputation, results of operations, financial condition and stock price.
Any failure, or perceived failure, by Rayonier to further its initiatives, adhere to its public statements, comply with federal, state or international sustainability laws and regulations, or to meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against Rayonier and materially adversely affect Rayonier’s business, reputation, results of operations, financial condition and stock price.
Responding to these environmental, social and governance considerations involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investments and is impacted by factors that may be outside Rayonier’s control. In addition, some stakeholders may disagree with Rayonier’s initiatives and the focus of stakeholders may change and evolve over time.
Responding to these sustainability considerations involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investments and is impacted by factors that may be outside Rayonier’s control. In addition, some stakeholders may disagree with Rayonier’s initiatives and the focus of stakeholders may change and evolve over time.
Security breaches, including physical or 22 Table of Contents electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information.
Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including greenhouse gas emissions, human capital and diversity, equity and inclusion. Rayonier makes statements about these matters through information provided on its website, press releases and other communications, including through its Sustainability and Carbon Reports.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on sustainability considerations relating to businesses, including greenhouse gas emissions, human capital, and diversity. Rayonier makes statements about these matters through information provided on its website, press releases and other communications, including through its Sustainability and Carbon Reports.
More generally, an increase in inflation and interest rates could have an adverse impact on our cost of capital, which could impact the value of our long-lived assets, our ability to economically acquire additional assets, the cost of debt and the value of our equity.
Moreover, our selling, general and administrative costs could increase. More generally, an increase in inflation and interest rates could have an adverse impact on our cost of capital, which could impact the value of our long-lived assets, our ability to economically acquire additional assets, the cost of debt and the value of our equity.
We expect that international sales will continue to contribute to future growth. The risks associated with our business outside the U.S. include: • changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which our products are sold; • responsibility to comply with anti-bribery laws such as the U.S.
International sales may contribute to future growth. The risks associated with our business outside the U.S. include: • changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which our products are sold; • responsibility to comply with anti-bribery laws such as the U.S.
Stakeholders also may have very different views on where environmental, social and governance focus should be placed, including differing views of regulators in various jurisdictions in which we operate.
Stakeholders also may have very different views on where our sustainability focus should be placed, including differing views of regulators in various jurisdictions in which we operate.
Failure of Operating Partnership to maintain status as a partnership for U.S. federal income tax purposes. We believe our Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. As a partnership, our Operating Partnership is not subject to U.S. federal income tax on its income.
Failure of our Operating Partnership to maintain status as a partnership for U.S. federal income tax purposes would substantially reduce our cash available to pay distributions. We believe our Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. As a partnership, our Operating Partnership is not subject to U.S. federal income tax on its income.
Energy costs are a significant operating expense for logging and hauling contractors who support us and the customers of our standing timber. A continued rapid rise in energy costs could have a negative effect on the cost and availability of such contractors.
Energy costs are a significant operating expense for logging and hauling contractors who support us and the customers of our standing timber. A rise in energy costs could have a negative effect on the cost and availability of such contractors. Additionally, rising energy costs could have a negative impact on the cost of ocean freight for our exported products.
The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic conditions, inflation, interest rates, credit availability, population growth, weather conditions, geopolitical tensions and other factors.
The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic conditions, inflation, interest rates, government subsidies, credit availability, population growth, weather conditions, geopolitical tensions, the imposition of tariffs on our customers’ finished products and other factors.
We are required to seek permission from government agencies in the states and countries in which we operate to perform certain activities related to our properties. Any of these agencies could delay review of, or reject, any of our filings.
If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be adversely affected. We are required to seek permission from government agencies in the states and countries in which we operate to perform certain activities related to our properties. Any of these agencies could delay review of, or reject, any of our filings.
Additionally, our investors and other stakeholders are increasingly focused on the impacts of climate change on their investments and our business prospects.
Additionally, our investors and other stakeholders are increasingly focused on the impacts of climate change on their investments and our business prospects, including those related to solar leases, carbon capture and storage projects and our participation in carbon markets.
In addition to intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans.
In addition to intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. Any threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to modify or invest in our real estate.
We continue to monitor political and regulatory developments in this area, but their overall impact on Rayonier, from a cost, benefit and financial performance standpoint, remains uncertain at this time.
We continue to monitor political and regulatory developments in this area, but their overall impact on Rayonier, from a cost, benefit and financial performance standpoint, remains uncertain at this time. 24 Table of Contents Expectations relating to sustainability considerations expose Rayonier to potential liabilities, increased costs, reputational harm and other adverse effects on Rayonier’s business.
Similarly, recent legislation in Oregon will ultimately result in the addition of significant buffers and riparian management zones adjacent to streams, the effect of which will be to reduce the areas within which we may harvest.
Similarly, recent legislation in Oregon has resulted in the addition of significant buffers and riparian management zones adjacent to streams, which has reduced the areas within which we may harvest. Environmental laws and regulations will likely continue to become more restrictive and over time could adversely affect our business, financial condition and results of operations.
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Additionally, rapidly rising energy costs may have a negative impact on the cost of ocean freight for our exported products. Moreover, our selling, general and administrative costs could increase.
Added
The rapid evolution and increased adoption of artificial intelligence technologies, by us or by third parties, may also heighten our cybersecurity risks by making 22 Table of Contents cyberattacks more difficult to prevent, detect, contain and mitigate.
Removed
As demand for timber accelerated with the recovery in U.S. and New Zealand housing starts during and following the COVID-19 pandemic, the lack of adequate supply of logging contractors resulted in sharp increases in logging costs and at times slowed deliveries.
Removed
In addition, as a result of certain judicial rulings and state and federal initiatives, including some that would require timberland operators to obtain permits to conduct certain ordinary course forestry activities, silvicultural practices on our timberlands could be impacted in the future.
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Environmental laws and regulations will likely continue to become more restrictive and over time could adversely affect our business, financial condition and results of operations. If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be adversely affected.
Removed
In late 2009, the EPA issued an “endangerment finding” under the Clean Air Act with respect to certain greenhouse gases, leading to the regulation of carbon dioxide as a pollutant under the Clean Air Act and having significant ramifications for Rayonier and the industry in general.
Removed
In this regard, the EPA has published various regulations, affecting the operation of existing and new industrial facilities that emit carbon dioxide. As a result of the EPA’s decision to regulate greenhouse gases under the Clean Air Act, states will now have to consider them in permitting new or modified facilities.
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In addition, the EPA has yet to finalize the treatment of biomass under greenhouse gas regulatory schemes, leaving Rayonier’s biomass customers in a position of uncertainty. 24 Table of Contents Expectations relating to environmental, social and governance considerations expose Rayonier to potential liabilities, increased costs, reputational harm and other adverse effects on Rayonier’s business.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeExternal penetration tests and process audits, conducted at regular intervals, are reported directly to the Audit Committee by our third-party firm. These comprehensive measures help to ensure that the Committee remains well-informed and proactive in their oversight of cybersecurity risks. (1) Our Director of Information Technology has more than 25 years of IT experience.
Biggest changeThese comprehensive measures help the Committee remain well-informed and proactive in their oversight of cybersecurity risks. (1) Our Director of Information Technology has more than 25 years of IT experience. He joined the company in 2000 as an application developer and has held multiple positions of authority including project management and IT operations management.
He joined the company in 2015 as a Systems Engineer and was promoted to his current position in 2020. Prior to joining Rayonier, he worked as an Infrastructure Engineer at Enterprise Integration (EI), a managed services provider. Prior to joining EI, he held various IT roles in support and engineering.
Prior to joining Rayonier, he worked as an Infrastructure Engineer at Enterprise Integration (EI), a managed services provider. Prior to joining EI, he held various IT roles in support and engineering.
GOVERNANCE Our Director of Information Technology and our Manager of IT Security, having a combined 45 years of information technology experience 1 take the lead in protecting the organization’s digital assets and sensitive information from cyber threats and manage our partnerships with the external firm that specializes in around-the-clock threat monitoring, detection, and response services and other third-party providers.
To date, no cybersecurity attack or incident, or any risk from cybersecurity threats, has materially affected or has been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition. 25 Table of Contents GOVERNANCE Our Director of Information Technology and our Manager of IT Security, having over 45 years of combined information technology experience 1 take the lead in protecting the organization’s digital assets and sensitive information from cyber threats and manage our partnerships with the external firm that specializes in around-the-clock threat monitoring, detection, and response services and other third-party providers.
In the event of a breach or incident, our Director of Information Technology leads our response to mitigate impact and initiate the recovery processes. Following the identification of a breach or incident, the Director of Information Technology reports incidents of a medium or high severity level 2 to our senior leadership team.
Following the identification of a breach or incident, the Director of Information Technology reports incidents of a medium or high severity level 2 to our senior leadership team. Incidents of a high severity level are also reviewed by our Disclosure Committee to assess materiality and any disclosure obligations.
He joined the company in 2000 as an application developer and has held multiple positions of authority including project management and IT operations management. He holds a bachelor’s degree and MBA from the University of South Carolina. Our Manager of IT security has more than 20 years of IT experience.
He holds a bachelor’s degree and MBA from the University of South Carolina. Our Manager of IT Security has more than 20 years of IT experience. He joined the company in 2015 as a Systems Engineer and was promoted to his current position in 2020.
Incidents of a high severity level are also reviewed by our Disclosure Committee to assess materiality and any disclosure obligations. All incidents are reported to the Audit Committee at the next scheduled Board meeting, and incidents of high severity level are immediately reported to the Audit Committee.
All incidents are reported to the Audit Committee at the next scheduled Board meeting, and incidents of high severity level are immediately reported to the Audit Committee. The Audit Committee of our Board of Directors is responsible for overseeing cybersecurity risk management.
The Audit Committee of our Board of Directors is responsible for overseeing cybersecurity risk management. For each Audit Committee meeting, the Director of Information Technology prepares an updated cybersecurity dashboard, featuring key metrics such as threat detection rates and response times. Additionally, the Director of Information Technology provides an annual cybersecurity briefing to the Audit Committee.
For each Audit Committee meeting, the Director of Information Technology prepares an updated cybersecurity report, featuring key metrics and threats. Additionally, the Director of Information Technology provides an annual cybersecurity briefing to the Audit Committee. External penetration tests and process audits, conducted at regular intervals, are reported directly to the Audit Committee by our third-party firm.
Removed
To date, no cybersecurity attack or incident, or any risk from cybersecurity 25 Table of Contents threats, has materially affected or has been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition.
Added
Our Director of Information Technology and Manager of IT Security also report material risks from threats to our information systems to the ERM Committee. In the event of a breach or incident, our Director of Information Technology leads our response to mitigate impact and initiate the recovery processes.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table provides a breakdown of our timberland holdings as of September 30, 2023 and December 31, 2023: (acres in 000s) As of September 30, 2023 As of December 31, 2023 Owned Leased Total Owned Leased Total Southern Alabama 256 5 261 250 5 255 Arkansas — 2 2 — 2 2 Florida 362 50 412 361 36 397 Georgia 623 65 688 612 50 662 Louisiana 147 — 147 147 — 147 Oklahoma 91 — 91 91 — 91 South Carolina 16 — 16 16 — 16 Texas 282 — 282 282 — 282 1,777 122 1,899 1,759 93 1,852 Pacific Northwest Oregon 61 — 61 6 — 6 Washington 410 3 413 408 4 412 471 3 474 414 4 418 New Zealand (a) 188 231 419 188 233 421 Total 2,436 356 2,792 2,361 330 2,691 (a) Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest.
Biggest changeThe following table provides a breakdown of our timberland holdings as of September 30, 2024 and December 31, 2024: (acres in 000s) As of September 30, 2024 As of December 31, 2024 Owned Leased Total Owned Leased Total Southern Alabama 250 3 253 250 3 253 Arkansas — 2 2 — 2 2 Florida 361 35 396 360 35 395 Georgia 611 50 661 611 49 660 Louisiana 146 — 146 146 — 146 Oklahoma 91 — 91 — — — South Carolina 15 — 15 15 — 15 Texas 279 — 279 279 — 279 1,753 90 1,843 1,661 89 1,750 Pacific Northwest Oregon 6 — 6 6 — 6 Washington 408 3 411 299 3 302 414 3 417 305 3 308 New Zealand (a) 178 233 411 178 234 412 Total 2,345 326 2,671 2,144 326 2,470 (a) Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest.
(acres in 000s) Acres Leased December 31, 2022 New Leases Sold/Expired Leases (a) Other (b) December 31, 2023 Southern Alabama 14 — (9) — 5 Arkansas 2 — — — 2 Florida 47 — (14) 3 36 Georgia 64 — (15) 1 50 127 — (38) 4 93 Pacific Northwest Washington (c) 3 — — 1 4 New Zealand (d) 229 1 — 3 233 Total 359 1 (38) 8 330 (a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
(acres in 000s) Acres Leased December 31, 2023 New Leases Sold/Expired Leases (a) Other (b) December 31, 2024 Southern Alabama 5 — (2) — 3 Arkansas 2 — — — 2 Florida 36 — (1) — 35 Georgia 50 — (1) — 49 93 — (4) — 89 Pacific Northwest Washington (c) 4 — (1) — 3 New Zealand (d) 233 — (3) 4 234 Total 330 — (8) 4 326 (a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
The following table details our acres under lease as of December 31, 2023 by type of lease and estimated lease expiration: (acres in 000s) Lease Expiration Location Type of Lease Total 2024-2033 2034-2043 2044-2053 Thereafter Southern Fixed Term 83 42 35 — 6 Fixed Term with Renewal Option (a) 10 10 — — — Pacific Northwest Fixed Term (b) 4 1 2 1 — New Zealand CFL - Perpetual (c) 75 — — — 75 CFL - Fixed Term (c) 3 — — — 3 CFL - Terminating (c) 11 1 — 8 2 Forestry Right (c) 128 35 4 7 82 Fixed Term Land Leases 16 — — 2 14 Total Acres under Long-term Leases 330 89 41 18 182 (a) Includes approximately 2,000 acres of timber deeds.
The following table details our acres under lease as of December 31, 2024 by type of lease and estimated lease expiration: (acres in 000s) Lease Expiration Location Type of Lease Total 2025-2034 2035-2044 2045-2054 Thereafter Southern Fixed Term 79 39 34 — 6 Fixed Term with Renewal Option (a) 10 10 — — — Pacific Northwest Fixed Term (b) 3 1 1 1 — New Zealand CFL - Perpetual (c) 75 — — — 75 CFL - Fixed Term (c) 3 — — — 3 CFL - Terminating (c) 11 1 — 8 2 Forestry Right (c) 132 36 4 7 85 Fixed Term Land Leases 13 — — 2 11 Total Acres under Long-term Leases 326 87 39 18 182 (a) Includes approximately 2,000 acres of timber deeds.
As of December 31, 2023, legal acres in New Zealand were comprised of 297,000 plantable acres and 124,000 non-productive acres. 27 Table of Contents The following tables detail changes in our portfolio of owned and leased timberlands by state from December 31, 2022 to December 31, 2023: (acres in 000s) Acres Owned December 31, 2022 Acquisitions Sales Other (a) December 31, 2023 Southern Alabama 258 — (7) (1) 250 Florida 347 2 (3) 15 361 Georgia 647 — (12) (23) 612 Louisiana 148 — (1) — 147 Oklahoma 91 — — — 91 South Carolina 16 — — — 16 Texas 285 1 (5) 1 282 1,792 3 (28) (8) 1,759 Pacific Northwest Oregon 61 — (55) — 6 Washington 410 — (2) — 408 471 — (57) — 414 New Zealand (b) 188 — — — 188 Total 2,451 3 (85) (8) 2,361 (a) Includes adjustments for land mapping reviews.
As of December 31, 2024, legal acres in New Zealand were comprised of 287,000 plantable acres and 125,000 non-productive acres. 27 Table of Contents The following tables detail changes in our portfolio of owned and leased timberlands by state from December 31, 2023 to December 31, 2024: (acres in 000s) Acres Owned December 31, 2023 Acquisitions Sales Other (a) December 31, 2024 Southern Alabama 250 — — — 250 Florida 361 5 (6) — 360 Georgia 612 2 (3) — 611 Louisiana 147 — (1) — 146 Oklahoma 91 — (91) — — South Carolina 16 — (1) — 15 Texas 282 — (3) — 279 1,759 7 (105) — 1,661 Pacific Northwest Oregon 6 — — — 6 Washington 408 — (109) — 299 414 — (109) — 305 New Zealand (b) 188 — (10) — 178 Total 2,361 7 (224) — 2,144 (a) Includes adjustments for land mapping reviews.
The following table details our estimated leased acres, lease expirations and lease costs over the next five years: (acres and dollars in 000s, except per acre amounts) Location 2024 2025 2026 2027 2028 Southern Leased Acres Expiring (a) 2 27 — 11 — Year-end Leased Acres (a) 91 64 64 53 53 Estimated Annual Lease Cost (a)(b) $3,585 $3,554 $2,952 $2,903 $2,483 Average Lease Cost per Acre (a) $41.90 $41.79 $50.44 $50.30 $52.31 Pacific Northwest Leased Acres Expiring — — — — — Year-End Leased Acres (c) 4 4 4 4 4 New Zealand Leased Acres Expiring — 1 10 — — Year-end Leased Acres 233 232 222 222 222 Estimated Annual Lease Cost (b)(e) $4,765 $4,765 $4,762 $4,759 $4,759 Average Lease Cost per Acre (d)(e) $26.59 $26.59 $26.59 $26.59 $26.59 (a) Includes timber deeds.
The following table details our estimated leased acres, lease expirations and lease costs over the next five years: (acres and dollars in 000s, except per acre amounts) Location 2025 2026 2027 2028 2029 Southern Leased Acres Expiring (a) 26 1 11 — — Year-end Leased Acres (a) 63 62 51 51 51 Estimated Annual Lease Cost (a)(b) $3,377 $2,780 $2,745 $2,344 $2,328 Average Lease Cost per Acre (a) $40.70 $49.15 $49.03 $51.17 $51.12 Pacific Northwest Leased Acres Expiring — — — — — Year-end Leased Acres (c) 3 3 3 3 3 New Zealand Leased Acres Expiring 1 10 — — — Year-end Leased Acres 233 223 223 223 223 Estimated Annual Lease Cost (b)(e) $4,376 $4,286 $4,284 $4,284 $4,835 Average Lease Cost per Acre (d)(e) $24.93 $24.43 $24.43 $24.43 $24.43 (a) Includes timber deeds.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table provides information regarding our purchases of Rayonier common shares during the quarter ended December 31, 2023: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c) October 1 to October 31 — — — 3,475,770 November 1 to November 30 — — — 2,859,467 December 1 to December 31 — — — 2,625,814 Total — — (a) Purchases made in open-market transactions under the $100 million share repurchase program announced on February 10, 2016.
Biggest changeAs of December 31, 2024, there was $300.0 million, or approximately 11,494,253 shares based on the period-end closing stock price of $26.10, remaining under this program. 31 Table of Contents The following table provides information regarding our purchases of Rayonier common shares during the quarter ended December 31, 2024: Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c) October 1 to October 31 282 $31.64 — 2,809,108 November 1 to November 30 488,094 30.10 488,017 2,291,835 December 1 to December 31 — — — 11,494,253 Total 488,376 488,017 (a) Includes 359 shares repurchased to satisfy tax withholding requirements related to the vesting of shares under the Rayonier Incentive Stock Plan in October and November.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Rayonier Inc. MARKET FOR THE REGISTRANT’S COMMON EQUITY Rayonier Inc.’s common shares are publicly traded on the NYSE, the only exchange on which our shares are listed, under the trading symbol RYN . Shares of the Company have no par value.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Rayonier Inc. MARKET FOR REGISTRANT’S COMMON EQUITY Rayonier Inc.’s common shares are publicly traded on the NYSE, the only exchange on which our shares are listed, under the trading symbol RYN . Shares of the Company have no par value.
During the quarter ended December 31, 2023, 9,371 Operating Partnership units held by limited partners were redeemed in exchange for shares of Rayonier Common Shares. 32 Table of Contents STOCK PERFORMANCE GRAPH The following graph compares the performance of Rayonier’s common shares (assuming reinvestment of dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices – the S&P Global Timber and Forestry Index and the FTSE NAREIT All Equity REIT Index.
During the quarter ended December 31, 2024, 23,203 Operating Partnership units held by limited partners were redeemed in exchange for shares of Rayonier Common Stock. 32 Table of Contents STOCK PERFORMANCE GRAPH The following graph compares the performance of Rayonier’s common shares (assuming reinvestment of dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices – the S&P Global Timber and Forestry Index and the FTSE NAREIT All Equity REIT Index.
UNREGISTERED SALES OF EQUITY SECURITIES There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2023.
UNREGISTERED SALES OF EQUITY SECURITIES There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2024.
HOLDERS Including institutional holders, there were approximately 15 holders of record of our Operating Partnership units (other than the Company) on February 16, 2024. DISTRIBUTIONS The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Rayonier Inc.’s common shares.
HOLDERS Including institutional holders, there were approximately 13 holders of record of our Operating Partnership units (other than the Company) on February 14, 2025. DISTRIBUTIONS The ordinary distribution rate on the Operating Partnership’s units is equal to the ordinary cash dividend rate on Rayonier Inc.’s common shares for dividends.
(b) Maximum number of shares authorized to be purchased at the end of October, November and December are based on month-end closing stock prices of $25.24, $30.68 and $33.41, respectively. 31 Table of Contents Rayonier, L.P. MARKET FOR UNITS OF THE OPERATING PARTNERSHIP There is no public trading market for Operating Partnership units.
(c) Maximum number of shares authorized to be purchased at the end of October, November and December are based on month-end closing stock prices of $31.23, $31.87 and $26.10, respectively. Rayonier, L.P. MARKET FOR UNITS OF THE OPERATING PARTNERSHIP There is no public trading market for Operating Partnership units.
Such shares are issued based on an exchange ratio of one common share for each unit in the Operating Partnership. During the quarter ended December 31, 2023, the Company issued 9,371 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the Operating Partnership agreement.
During the quarter ended December 31, 2024, the Company issued 23,203 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the Operating Partnership agreement.
The data in the following table was used to create the above graph as of December 31: 2018 2019 2020 2021 2022 2023 Rayonier Inc. $100 $123 $115 $163 $137 $145 S&P 500 ® Index 100 131 156 200 164 207 S&P ® Global Timber and Forestry Index 100 116 137 158 124 137 FTSE NAREIT All Equity REIT Index 100 124 114 157 112 121
The data in the following table was used to create the above graph as of December 31: 2019 2020 2021 2022 2023 2024 Rayonier Inc. $100 $94 $133 $112 $118 $102 S&P 500 ® Index 100 118 152 125 158 197 S&P ® Global Timber and Forestry Index 100 118 136 107 118 111 FTSE NAREIT All Equity REIT Index 100 91 127 91 98 98
ISSUER REPURCHASES OF EQUITY SECURITIES In February 2016, the Board of Directors approved the repurchase of up to $100 million of Rayonier’s common shares (the “share repurchase program”) to be made at management’s discretion. The program has no time limit and may be suspended or discontinued at any time.
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.
DIVIDENDS Common share cash dividends during the years ended December 31, 2023, 2022 and 2021 aggregated to $1.34, $1.125 and $1.08, respectively. The year ended December 31, 2023 includes an additional cash dividend of $0.20 per common share, which was payable January 12, 2024 to shareholders of record on December 29, 2023.
The year ended December 31, 2024 excludes an additional dividend of $1.80 per common share, consisting of a combination of cash and the Company’s common shares, which was paid January 30, 2025 to shareholders of record on December 12, 2024.
HOLDERS Including institutional holders, there were approximately 4,371 shareholders of record of our common shares on February 16, 2024. REGISTERED SALES OF EQUITY SECURITIES From time to time, the Company may issue common shares in exchange for units in the Operating Partnership.
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.
Removed
There were no shares repurchased under this program in the fourth quarter of 2023. As of December 31, 2023, there was $87.7 million, or approximately 2,625,814 shares based on the period-end closing stock price of $33.41, remaining under this program.
Added
DIVIDENDS Common share ordinary cash dividends during the years ended December 31, 2024, 2023 and 2022 aggregated to $1.14, $1.14 and $1.125, respectively.
Added
The cash component of the special dividend (other than cash paid in lieu of fractional shares) did not exceed 25% in the aggregate, with the balance paid in the Company’s common shares.
Added
The year ended December 31, 2023 excludes an additional cash dividend of $0.20 per common share, which was paid January 12, 2024 to shareholders of record on December 29, 2023. The company intends to continue to declare ordinary cash dividends on its common shares; however, there can be no assurances as to the timing and amounts of future dividends.
Added
See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly dividend rate. HOLDERS Including institutional holders, there were approximately 4,173 shareholders of record of our common shares on February 14, 2025.
Added
Repurchases may be made at management’s discretion from time to time on the open market or through privately negotiated transactions. The new repurchase program has no time limit and may be suspended for periods or discontinued at any time. There were no shares repurchased under the new repurchase program in the fourth quarter of 2024.
Added
The price per share surrendered is based on the closing price of the Company’s common shares on the respective vesting dates of the awards. (b) Purchases made in open-market transactions under the prior $100 million share repurchase program announced on February 10, 2016.
Added
The year ended December 31, 2024 excluded an additional distribution of $1.80 per Redeemable Operating Partnership Unit, consisting of $0.45 per unit in cash and $1.35 per unit in Redeemable Operating Partnership Units, which was paid January 30, 2025 to holders of record on December 12, 2024.
Added
The year ended December 31, 2023 excluded an additional cash distribution of $0.20 per Redeemable Operating Partnership Unit, which was paid January 12, 2024 to holders of record on December 29, 2023. See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly distribution rate.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(f) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. 54 Table of Contents The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the three years ended December 31 (in millions of dollars): Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate and Other Total 2023 Operating income (loss) $76.3 ($9.0) $26.0 — $156.6 $0.5 ($39.1) $211.3 Add: Depreciation, depletion and amortization 80.0 36.9 21.7 — 18.0 — 1.7 158.2 Add: Non-cash cost of land and improved development — — — — 29.8 — — 29.8 Add: Timber write-offs resulting from casualty events (a) — — 2.3 — — — — 2.3 Less: Large Dispositions (b) — — — — (105.1) — — (105.1) Adjusted EBITDA $156.2 $27.9 $50.0 — $99.3 $0.5 ($37.4) $296.5 2022 Operating income $96.6 $15.2 $30.6 — $58.5 $0.4 ($35.5) $165.8 Add: Depreciation, depletion and amortization 60.3 48.0 23.9 — 13.9 — 1.3 147.3 Add: Non-cash cost of land and improved development — — — — 28.4 — — 28.4 Add: Timber write-offs resulting from casualty events (a) — 0.7 — — — — — 0.7 Less: Gain associated with the multi-family apartment complex sale attributable to NCI (c) — — — — (11.5) — — (11.5) Less: Large Dispositions (b) — — — — (16.6) — — (16.6) Adjusted EBITDA $156.9 $63.9 $54.5 — $72.7 $0.4 ($34.2) $314.2 2021 Operating income $66.1 $6.8 $51.5 $63.3 $112.5 $0.1 ($30.6) $269.8 Add: Depreciation, depletion and amortization 54.1 50.5 27.0 2.4 7.9 — 1.2 143.2 Add: Non-cash cost of land and improved development — — — — 25.0 — — 25.0 Less: Operating income attributable to NCI in Timber Funds (d) — — — (45.6) — — — (45.6) Less: Gain on investment in Timber Funds (e) — — — (7.5) — — — (7.5) Less: Fund II Timberland Dispositions attributable to Rayonier (f) — — — (10.3) — — — (10.3) Less: Large Dispositions (b) — — — — (44.8) — — (44.8) Adjusted EBITDA $120.2 $57.3 $78.5 $2.3 $100.7 $0.1 ($29.4) $329.8 (a) Timber write-offs resulting from casualty events include the write-off of and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.
Biggest change(h) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. 53 Table of Contents The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the three years ended December 31 (in millions of dollars): Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total 2024 Operating income (loss) $77.9 ($6.3) $33.5 $340.4 ($0.1) ($42.9) $402.5 Add: Costs related to disposition initiatives (a) — — — — — 1.6 1.6 Add: Restructuring charges (b) — — — — — 1.1 1.1 Add: Depreciation, depletion and amortization 73.4 31.7 20.3 13.1 — 1.8 140.2 Add: Non-cash cost of land and improved development — — — 44.4 — — 44.4 Less: Large Dispositions (c) — — — (291.1) — — (291.1) Adjusted EBITDA $151.3 $25.4 $53.8 $106.8 ($0.1) ($38.4) $298.8 2023 Operating income (loss) $76.3 ($9.0) $26.0 $156.6 $0.5 ($39.1) $211.3 Add: Depreciation, depletion and amortization 80.0 36.9 21.7 18.0 — 1.7 158.2 Add: Non-cash cost of land and improved development — — — 29.8 — — 29.8 Add: Timber write-offs resulting from casualty events (d) — — 2.3 — — — 2.3 Less: Large Dispositions (c) — — — (105.1) — — (105.1) Adjusted EBITDA $156.2 $27.9 $50.0 $99.3 $0.5 ($37.4) $296.5 2022 Operating income $96.6 $15.2 $30.6 $58.5 $0.4 ($35.5) $165.8 Add: Depreciation, depletion and amortization 60.3 48.0 23.9 13.9 — 1.3 147.3 Add: Non-cash cost of land and improved development — — — 28.4 — — 28.4 Add: Timber write-offs resulting from casualty events (d) — 0.7 — — — — 0.7 Less: Gain associated with the multi-family apartment complex sale attributable to NCI (e) — — — (11.5) — — (11.5) Less: Large Dispositions (c) — — — (16.6) — — (16.6) Adjusted EBITDA $156.9 $63.9 $54.5 $72.7 $0.4 ($34.2) $314.2 (a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.
See Note 7 — Debt for additional information. (b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2023 and excludes the impact of hedging. (c) Excludes anticipated renewal options. (d) Commitments — derivatives represent payments expected to be made on derivative financial instruments (foreign exchange contracts).
See Note 7 — Debt for additional information. (b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2024 and excludes the impact of hedging. (c) Excludes anticipated renewal options. (d) Commitments — derivatives represent payments expected to be made on derivative financial instruments (foreign exchange contracts).
While we currently anticipate to execute the Plan as announced, facts and circumstances could change in the future, which may change our strategy or preclude us from executing the Plan as intended. See Item 1A — Risk Factors in this Annual Report on Form 10-K for additional information.
While we currently anticipate to execute the remainder of Plan as announced, facts and circumstances could change in the future, which may change our strategy or preclude us from executing the Plan as intended. See Item 1A — Risk Factors in this Annual Report on Form 10-K for additional information.
See Note 13 — Guarantees for additional information on the letters of credit and surety bonds as of December 31, 2023. SUMMARY OF GUARANTOR FINANCIAL INFORMATION In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”).
See Note 13 — Guarantees for additional information on the letters of credit and surety bonds as of December 31, 2024. SUMMARY OF GUARANTOR FINANCIAL INFORMATION In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”).
Sales from our timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and revenue from land-based solutions such as carbon capture and storage, solar and wind energy, and carbon credits.
Sales from our timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and revenue from land-based solutions such as carbon capture and storage, solar, and carbon credits.
With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, and to a lesser extent wood pellet markets. Our Pacific Northwest Timber segment relies primarily on domestic customers but also exports a significant volume of timber, particularly to China.
With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, and to a lesser extent wood pellet markets. Our Pacific Northwest Timber segment relies primarily on domestic customers but also exports a modest volume of timber, particularly to China.
Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading. We own or lease under long-term agreements approximately 2.3 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Oklahoma, Oregon, South Carolina, Texas and Washington.
Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading. We own or lease under long-term agreements approximately 2.1 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Oregon, South Carolina, Texas and Washington.
We also have a 77% ownership interest in Matariki Forestry Group, a joint venture (“New Zealand subsidiary”), that owns or leases approximately 421,000 gross acres (297,000 net plantable acres) of timberlands in New Zealand. Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and delivered logs.
We also have a 77% ownership interest in Matariki Forestry Group, a joint venture (“New Zealand subsidiary”), that owns or leases approximately 412,000 gross acres (287,000 net plantable acres) of timberlands in New Zealand. Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and delivered logs.
We believe we are the second largest publicly-traded timberland REIT and the third largest private timberland owner in the United States. Our Real Estate business manages all property sales and seeks to maximize the value of our properties that are more valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-strategic timberlands.
We believe we are the second largest publicly-traded timberland REIT and one of the largest private timberland owners in the United States. Our Real Estate business manages all property sales and seeks to maximize the value of our properties that are more valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-strategic timberlands.
Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual versus estimated growth rates and changes in the age when timber is considered merchantable. A 3% company-wide change in estimated standing merchantable inventory would have caused an estimated change of approximately $5.6 million to 2023 depletion expense.
Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual versus estimated growth rates and changes in the age when timber is considered merchantable. A 3% company-wide change in estimated standing merchantable inventory would have caused an estimated change of approximately $6.4 million to 2024 depletion expense.
Our 2024 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A — Risk Factors . 48 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate.
Our 2025 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A — Risk Factors . 47 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate.
Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development. 44 Table of Contents RESULTS OF OPERATIONS, 2023 VERSUS 2022 (millions of dollars) The following tables summarize sales, operating income and Adjusted EBITDA variances for 2023 versus 2022: Sales Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Elim.
Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development. 43 Table of Contents RESULTS OF OPERATIONS, 2024 VERSUS 2023 (millions of dollars) The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for 2024 versus 2023: Sales Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Elim.
(b) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. (c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. (d) Excludes Large Dispositions.
(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. (c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. (d) Excludes Large Dispositions.
(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .
(f) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .
As of December 31, 2023, $269.7 million remains available for issuance under the 2022 ATM Program.
As of December 31, 2024, $269.7 million remains available for issuance under the 2022 ATM Program.
“OP” units) plus net debt based on Rayonier’s share price of $33.41, $32.96, and $40.36 as of December 31, 2023, 2022 and 2021, respectively. 49 Table of Contents 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”).
“OP” units) plus net debt based on Rayonier’s share price of $26.10, $33.41, and $32.96 as of December 31, 2024, 2023 and 2022, respectively. 48 Table of Contents 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”).
See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information. (e) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 12 — Environmental and Natural Resource Damage Liabilities for additional information.
See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information. (e) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 12 — Environmental and Natural Resource Damage Liabilities for additional information. (f) Commitments — other includes other purchase obligations.
We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term. EXPECTED 2024 EXPENDITURES Capital expenditures in 2024 are forecasted to be between $83 million and $88 million, excluding any strategic timberland acquisitions we may make.
We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term. EXPECTED 2025 EXPENDITURES Capital expenditures in 2025 are forecasted to be between $72 million and $77 million, excluding any strategic timberland acquisitions we may make.
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.
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.
Total Volume) 35 % 43 % 40 % % Pine Sawtimber Volume (vs. Total Pine Volume) 46 % 34 % 36 % % Export Volume (vs.
Total Volume) 34 % 35 % 43 % % Pine Sawtimber Volume (vs. Total Pine Volume) 43 % 46 % 34 % % Export Volume (vs.
As of December 31, 2023, our credit ratings from S&P and Moody’s were “BBB-” and “Baa3,” respectively, with both agencies listing our outlook as “Stable.” SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS As of December 31, (in millions of dollars) 2023 2022 2021 Cash and cash equivalents (excluding Timber Funds) $207.7 $114.3 $358.7 Total debt (excluding Timber Funds) (a) 1,372.7 1,523.1 1,376.1 Noncontrolling interests in the operating partnership 81.7 105.8 133.8 Shareholders’ equity 1,877.6 1,880.7 1,815.6 Net Income Attributable to Rayonier Inc. 173.5 107.1 152.6 Adjusted EBITDA (b) 296.5 314.2 329.8 Total capitalization (total debt plus permanent and temporary equity) 3,332.0 3,509.6 3,325.5 Debt to capital ratio 41 % 43 % 41 % Debt to Adjusted EBITDA (b) 4.6 4.8 4.2 Net debt to Adjusted EBITDA (b)(c) 3.9 4.5 3.1 Net debt to enterprise value (c)(d) 19 % 22 % 14 % (a) Total debt as of December 31, 2023, 2022 and 2021 reflects the principal on long-term debt, net of fair market value adjustments and gross of deferred financing costs and unamortized discounts of $6.9 million, $8.4 million and $8.3 million, respectively.
As of December 31, 2024, our credit ratings from S&P and Moody’s were “BBB-” and “Baa3,” respectively, with both agencies listing our outlook as “Stable.” SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS As of December 31, (in millions of dollars) 2024 2023 2022 Cash and cash equivalents $323.2 $207.7 $114.3 Total debt (a) 1,114.8 1,372.7 1,523.1 Noncontrolling interests in the Operating Partnership 51.8 81.7 105.8 Shareholders’ equity 1,780.5 1,877.6 1,880.7 Net Income Attributable to Rayonier Inc. 359.1 173.5 107.1 Adjusted EBITDA (b) 298.8 296.5 314.2 Total capitalization (total debt plus permanent and temporary equity) 2,947.1 3,332.0 3,509.6 Debt to capital ratio 38 % 41 % 43 % Debt to Adjusted EBITDA (b) 3.7 4.6 4.8 Net debt to Adjusted EBITDA (b)(c) 2.6 3.9 4.5 Net debt to enterprise value (c)(d) 17 % 19 % 22 % (a) Total debt as of December 31, 2024, 2023 and 2022 reflects the principal on long-term debt, net of fair market value adjustments and gross of deferred financing costs and unamortized discounts of $5.6 million, $6.9 million and $8.4 million, respectively.
(e) The years ended December 31, 2023, December 31, 2022 and December 31, 2021 include income of $105.1 million, $16.6 million and $44.8 million, respectively, from Large Dispositions. The year ended December 31, 2022 includes $16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington.
(d) The years ended December 31, 2024, December 31, 2023 and December 31, 2022 include income of $291.1 million, $105.1 million and $16.6 million, respectively, from Large Dispositions. The year ended December 31, 2022 includes $16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington.
Upon the acquisition of timberland, we make a determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to create a new pool. The determination is based on the geographic location of the new timber, the customers/markets that will be served and species mix.
Upon the acquisition of timberland, we make a determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to create a new pool. The determination is based on the geographic location of the new timber, the customers/markets that will be served and species mix. During 2024, we acquired 7,000 acres of timberlands in Florida and Georgia.
Total Volume) (b) 12 % 11 % 16 % Delivered Log Pricing (in dollars per ton) Pulpwood $38.78 $50.83 $31.65 Domestic Sawtimber 97.71 111.96 97.87 Export Sawtimber (c) 142.63 117.85 — Weighted Average Log Price $90.97 $100.50 $86.23 Summary Financial Data (in millions of dollars) Timber Sales $117.9 $156.6 $137.1 Less: Cut and Haul (56.6) (62.7) (55.3) Less: Port and Freight (5.2) (2.8) — Net Stumpage Sales $56.1 $91.1 $81.8 Non-Timber Sales 6.3 5.6 5.9 Total Sales $124.1 $162.2 $143.0 Operating Income (Loss) ($9.0) $15.2 $6.8 (+) Timber write-offs resulting from casualty events (d) — 0.7 — (+) Depreciation, depletion and amortization 36.9 48.0 50.5 Adjusted EBITDA (e) $27.9 $63.9 $57.3 Other Data Year-End Acres (in thousands) 418 474 490 Northwest Sawtimber (in dollars per MBF) (f) $711 $849 $748 (a) Includes volumes sold to third-party exporters.
Total Volume) (b) 7 % 12 % 11 % Delivered Log Pricing (in dollars per ton) Pulpwood $29.88 $38.78 $50.83 Domestic Sawtimber 89.79 97.71 111.96 Export Sawtimber (c) 137.77 142.63 117.85 Weighted Average Log Price $81.88 $90.97 $100.50 Summary Financial Data (in millions of dollars) Timber Sales $95.2 $117.9 $156.6 Less: Cut and Haul (42.0) (56.6) (62.7) Less: Port and Freight (1.8) (5.2) (2.8) Net Stumpage Sales $51.4 $56.1 $91.1 Land-Based Solutions (d) 0.1 1.4 — Other Non-Timber Sales 5.5 4.9 5.6 Total Sales $100.8 $124.1 $162.2 Operating (Loss) Income ($6.3) ($9.0) $15.2 (+) Timber write-offs resulting from casualty events (e) — — 0.7 (+) Depreciation, depletion and amortization 31.7 36.9 48.0 Adjusted EBITDA (f) $25.4 $27.9 $63.9 Other Data Year-End Acres (in thousands) 308 418 474 Northwest Sawtimber (in dollars per MBF) (g) $660 $711 $849 (a) Includes volumes sold to third-party exporters.
Total Volume) (a) 64 % 59 % 58 % Delivered Log Pricing (in dollars per ton) Domestic Pulpwood $34.58 $33.50 $41.97 Domestic Sawtimber 66.31 71.87 83.19 Export Sawtimber 102.39 124.91 138.84 Weighted Average Log Price $85.27 $96.77 $107.65 Summary Financial Data (in millions of dollars) Timber Sales $211.1 $253.1 $280.1 Less: Cut and Haul (b) (84.5) (94.3) (91.9) Less: Port and Freight (b) (64.8) (94.1) (91.1) Net Stumpage Sales $61.8 $64.8 $97.1 Non-Timber Sales / Carbon Credits 24.4 21.0 1.1 Total Sales $235.5 $274.1 $281.2 Operating Income $26.0 $30.6 $51.5 (+) Timber write-offs resulting from casualty events (c) 2.3 — — (+) Depreciation, depletion and amortization 21.7 23.9 27.0 Adjusted EBITDA (d) $50.0 $54.5 $78.5 Other Data New Zealand Dollar to U.S.
Total Volume) (a) 63 % 64 % 59 % Delivered Log Pricing (in dollars per ton) Domestic Pulpwood $32.83 $34.58 $33.50 Domestic Sawtimber 66.05 66.31 71.87 Export Sawtimber 105.86 102.39 124.91 Weighted Average Log Price $86.59 $85.27 $96.77 Summary Financial Data (in millions of dollars) Timber Sales $215.3 $211.1 $253.1 Less: Cut and Haul (85.5) (84.5) (94.3) Less: Port and Freight (75.3) (64.8) (94.1) Net Stumpage Sales $54.5 $61.8 $64.8 Carbon Credit Sales 22.4 23.4 19.8 Other Non-Timber Sales 0.8 1.0 1.1 Total Sales $238.6 $235.5 $274.1 Operating Income $33.5 $26.0 $30.6 (+) Timber write-offs resulting from casualty events (b) — 2.3 — (+) Depreciation, depletion and amortization 20.3 21.7 23.9 Adjusted EBITDA (c) $53.8 $50.0 $54.5 Other Data New Zealand Dollar to U.S.
Total Volume) 100 % 100 % 100 % % Sawtimber Volume (vs. Total Volume) 82 % 78 % 76 % % Export Volume (vs.
Total Volume) 100 % 100 % 100 % % Sawtimber Volume (vs. Total Volume) 79 % 82 % 78 % % Export Volume (vs.
In our Real Estate segment, we are encouraged by both the continued strong demand for our rural properties as well as the continued momentum across our improved development projects as we enter 2024 . We expect another strong year in both our rural land sales program as well as our improved development projects based on our current pipeline of transactions.
In our Real Estate segment, we are encouraged by the continued strong demand and value realizations for our HBU properties, and we expect another solid year in both our rural land sales program as well as our improved development projects based on our current pipeline of transactions.
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES Cash provided by investing activities increased $640.5 million versus the prior year primarily due to lower cash used for timberland acquisitions ($444.5 million), higher proceeds from Large Dispositions ($210.4 million) and other investing activities ($1.6 million), partially offset by higher real estate development investments ($9.4 million) and higher capital expenditures ($6.6 million).
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES Cash provided by investing activities increased $229.9 million versus the prior year primarily due to higher proceeds from Large Dispositions ($244.9 million) and lower capital expenditures ($1.7 million), partially offset by higher cash used for timberland acquisitions ($8.7 million), higher real estate development investments ($2.7 million), and other investing activities ($5.2 million).
(b) Reflects net proceeds received from litigation regarding insurance claims. The following table provides supplemental cash flow data for the three years ended December 31 (in millions): 2023 2022 2021 Purchase of timberlands ($14.1) ($458.5) ($179.1) Real Estate development investments (23.1) (13.7) (12.5) Distributions to noncontrolling interests in consolidated affiliates (1.7) (19.4) (109.0) 56 Table of Contents
(b) Reflects the net gain from litigation regarding insurance claims. The following table provides supplemental cash flow data for the three years ended December 31 (in millions): 2024 2023 2022 Purchase of timberlands ($22.8) ($14.1) ($458.5) Real Estate development investments (25.8) (23.1) (13.7) Distributions to noncontrolling interests in consolidated affiliates (7.1) (1.7) (19.4) 55 Table of Contents
(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 39 Table of Contents Pacific Northwest Timber Overview 2023 2022 2021 Sales Volume (in thousands of tons) Pulpwood 216 300 287 Domestic Sawtimber (a) 999 1,188 1,382 Export Sawtimber 89 97 — Total Volume 1,305 1,585 1,669 % Delivered Volume (vs.
(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 38 Table of Contents Pacific Northwest Timber Overview 2024 2023 2022 Sales Volume (in thousands of tons) Pulpwood 183 216 300 Domestic Sawtimber (a) 1,007 999 1,188 Export Sawtimber 28 89 97 Total Volume 1,219 1,305 1,585 % Delivered Volume (vs.
Dollar Exchange Rate (e) 0.6117 0.6350 0.7090 Net Plantable Year-End Acres (in thousands) 297 297 296 Export Sawtimber (in dollars per JAS m 3 ) $119.04 $145.23 $161.42 Domestic Sawtimber (in $NZD per tonne) $119.25 $124.50 $129.07 (a) Percentage of export volume reflects direct exports through our log export program.
Dollar Exchange Rate (d) 0.6094 0.6117 0.6350 Net Plantable Year-End Acres (in thousands) 287 297 297 Export Sawtimber (in dollars per JAS m 3 ) $123.08 $119.04 $145.23 Domestic Sawtimber (in $NZD per tonne) $119.22 $119.25 $124.50 (a) Percentage of export volume reflects direct exports through our log export program.
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the three years ended December 31 (in millions): 2023 2022 2021 Cash provided by operating activities $298.4 $269.2 $325.1 Capital expenditures from continuing operations (a) (81.4) (74.8) (76.0) CAD attributable to NCI in Timber Funds — — (12.9) Net recovery on legal settlements (b) (20.7) — — Working capital and other balance sheet changes (32.4) (2.9) (28.2) CAD $163.9 $191.5 $208.0 Mandatory debt repayments — — (325.0) Adjusted CAD $163.9 $191.5 ($117.0) Cash provided by (used for) investing activities $124.1 ($516.4) ($26.3) Cash used for financing activities ($328.9) ($4.6) ($16.3) (a) Capital expenditures exclude timberland acquisitions and real estate development investments.
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the three years ended December 31 (in millions): 2024 2023 2022 Cash provided by operating activities $261.6 $298.4 $269.2 Capital expenditures (a) (79.8) (81.4) (74.8) Net recovery on legal settlements (b) (8.0) (20.7) — Working capital and other balance sheet changes 9.9 (32.4) (2.9) CAD $183.7 $163.9 $191.5 Mandatory debt repayments — — — Adjusted CAD $183.7 $163.9 $191.5 Cash provided by (used for) investing activities $354.0 $124.1 ($516.4) Cash used for financing activities ($479.4) ($328.9) ($4.6) (a) Capital expenditures exclude timberland acquisitions and real estate development investments.
(h) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 38 Table of Contents Southern Timber Overview 2023 2022 2021 Sales Volume (in thousands of tons) Pine Pulpwood 3,821 3,911 3,516 Pine Sawtimber 3,295 2,041 2,001 Total Pine Volume 7,116 5,952 5,517 Hardwood 198 331 177 Total Volume 7,314 6,283 5,694 % Delivered Volume (vs.
(i) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 37 Table of Contents Southern Timber Overview 2024 2023 2022 Sales Volume (in thousands of tons) Pine Pulpwood 3,704 3,821 3,911 Pine Sawtimber 2,796 3,295 2,041 Total Pine Volume 6,500 7,116 5,952 Hardwood 309 198 331 Total Volume 6,808 7,314 6,283 % Delivered Volume (vs.
Deferred tax expense or benefit is recognized in the financial statements according to the changes in deferred tax assets and liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomes more likely than not that such assets will not be realized.
Deferred tax expense or benefit is recognized in the financial statements according to the changes in deferred tax assets and liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomes more likely than not that such assets will not be realized. See Note 20 — Income Taxes for additional information about our unrecognized tax benefits.
Total Volume) 97 % 92 % 88 % % Sawtimber Volume (vs. Total Volume) 83 % 81 % 83 % % Export Volume (vs.
Total Volume) 87 % 97 % 92 % % Sawtimber Volume (vs. Total Volume) 85 % 83 % 81 % % Export Volume (vs.
Overall, weighted-average stumpage realizations (including hardwood) decreased 15% to $22.49 per ton versus $26.37 per ton in the prior year.
Overall, weighted-average stumpage realizations (including hardwood) decreased 5% to $21.46 per ton versus $22.49 per ton in the prior year.
Beginning in Q4 2022, pricing is reported on a CFR basis (i.e., inclusive of export costs and freight). (d) Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.
Beginning in Q4 2022, pricing is reported on a CFR basis (i.e., inclusive of export costs and freight). (d) Consists primarily of conservation easement sales for habitat protection in Q2 2023. (e) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.
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.
Real estate development investments in 2025 are expected to be between $28 million and $32 million, net of reimbursements from community development bonds. Expected real estate development investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida and Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia.
Total Volume) (a) 1 % 2 % 5 % Net Stumpage Prices (dollars per ton) Pine Pulpwood $16.78 $22.45 $19.09 Pine Sawtimber 29.64 34.36 28.27 Weighted Average Pine $22.73 $26.53 $22.42 Hardwood 13.89 23.48 17.96 Weighted Average Total $22.49 $26.37 $22.28 Summary Financial Data (in millions of dollars) Timber Sales $226.6 $236.6 $179.8 Less: Cut and Haul (58.0) (64.0) (43.6) Less: Port and Freight (4.5) (6.8) (9.4) Net Stumpage Sales $164.1 $165.8 $126.9 Non-Timber Sales 37.5 27.6 24.6 Total Sales $264.1 $264.2 $204.4 Operating Income $76.3 $96.6 $66.1 (+) Depreciation, depletion and amortization 80.0 60.3 54.1 Adjusted EBITDA (b) $156.2 $156.9 $120.2 Other Data Year-End Acres (in thousands) 1,852 1,919 1,798 (a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.
Total Volume) (a) 1 % 1 % 2 % Net Stumpage Pricing (dollars per ton) (b) Pine Pulpwood $16.89 $16.78 $22.45 Pine Sawtimber 28.41 29.64 34.36 Weighted Average Pine $21.84 $22.73 $26.53 Hardwood 13.55 13.89 23.48 Weighted Average Total $21.46 $22.49 $26.37 Summary Financial Data (in millions of dollars) Timber Sales $199.4 $226.6 $236.6 Less: Cut and Haul (51.0) (58.0) (64.0) Less: Port and Freight (2.4) (4.5) (6.8) Net Stumpage Sales $146.0 $164.1 $165.8 Land-Based Solutions (c) 14.5 4.0 1.1 Other Non-Timber Sales 36.5 33.5 26.5 Total Sales $250.4 $264.1 $264.2 Operating Income $77.9 $76.3 $96.6 (+) Depreciation, depletion and amortization 73.4 80.0 60.3 Adjusted EBITDA (d) $151.3 $156.2 $156.9 Other Data Year-End Acres (in thousands) 1,750 1,852 1,919 (a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.
CASH USED FOR FINANCING ACTIVITIES Cash used for financing activities increased $324.3 million from the prior year due to a decrease in net borrowings ($275.0 million), lower proceeds from the issuance of common shares under the ATM Program ($61.6 million), higher dividends paid on common shares ($4.3 million), and lower proceeds from the issuance of common shares under the incentive stock plan ($2.6 million), partially offset by lower distributions to noncontrolling interests in consolidated affiliates ($17.7 million), lower debt issuance costs ($0.7 million) and lower distributions to noncontrolling interests in the operating partnership ($0.7 million). 50 Table of Contents FUTURE USES OF CASH We expect future uses of cash to include working capital requirements, principal and interest payments on long-term debt, lease payments, capital expenditures, real estate development investments, timberland acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, distributions to noncontrolling interests, and repurchases of the Company’s common shares to satisfy other commitments.
CASH USED FOR FINANCING ACTIVITIES Cash used for financing activities increased $150.5 million from the prior year due to higher debt repayments ($100.0 million), higher dividends paid on common shares ($30.6 million), increases in share repurchases ($14.6 million), higher distributions to noncontrolling interests in consolidated affiliates ($5.4 million), and lower proceeds from the issuance of common shares under the incentive stock plan ($0.1 million), partially offset by lower distributions to noncontrolling interests in the Operating Partnership ($0.2 million), and lower costs associated with the issuance of common shares under the ATM Program ($0.1 million). 49 Table of Contents FUTURE USES OF CASH We expect future uses of cash to include working capital requirements, principal and interest payments on long-term debt, lease payments, capital expenditures, real estate development investments, timberland acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, distributions to noncontrolling interests, repurchases of the Company’s common shares, or other expenditures as needed.
Operating Income Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total 2022 $96.6 $15.2 $30.6 $58.5 $0.4 ($35.5) $165.8 Volume 17.1 (5.5) (2.5) 43.6 — — 52.7 Price (a) (28.4) (17.6) (1.5) (45.8) — — (93.3) Cost (8.1) (5.2) (2.1) (8.5) 0.1 (3.2) (27.0) Non-timber income (b) 9.0 0.6 3.7 — — — 13.3 Foreign exchange (c) — — (0.1) — — — (0.1) Depreciation, depletion & amortization (9.9) 2.8 0.2 6.0 — (0.4) (1.3) Non-cash cost of land and improved development — — — 24.1 — — 24.1 Other — 0.7 (d) (2.3) (e) 78.7 (f) — — 77.1 2023 $76.3 ($9.0) $26.0 $156.6 $0.5 ($39.1) $211.3 (a) For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul and shipping costs).
Operating Income (Loss) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total 2023 $76.3 ($9.0) $26.0 $156.6 $0.5 ($39.1) $211.3 Volume (5.8) (0.5) 0.2 (9.3) — — (15.4) Price (a) (7.0) (1.1) (7.9) 11.6 — — (4.4) Cost 0.1 2.1 1.1 9.0 (0.6) (1.0) 10.7 Non-timber income (b) 13.2 (0.7) 0.1 — — — 12.6 Foreign exchange (c) — — 10.4 — — — 10.4 Depreciation, depletion & amortization 1.1 2.9 1.3 3.0 — (0.1) 8.2 Non-cash cost of land and improved development — — — (17.4) — — (17.4) Other — — 2.3 (d) 186.9 (e) — (2.7) (f) 186.5 2024 $77.9 ($6.3) $33.5 $340.4 ($0.1) ($42.9) $402.5 (a) For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul and shipping costs).
An operating loss of $9.0 million versus operating income of $15.2 million in the prior year was driven by lower net stumpage realizations ($17.6 million), lower volumes ($5.5 million) and higher costs ($5.2 million), partially offset by lower depletion rates ($2.8 million), timber write-offs resulting from casualty events in the prior year ($0.7 million), and higher non-timber income ($0.6 million).
An operating loss of $6.3 million versus an operating loss of $9.0 million in the prior year was driven by lower depletion rates ($2.9 million) and lower costs ($2.1 million), partially offset by lower net stumpage realizations ($1.1 million), lower non-timber income ($0.7 million), and lower volumes ($0.5 million).
Pricing in our timber segments is influenced by macroeconomic factors, including residential construction activity, and can also vary considerably on a local level based on weather, the available inventory of logs, mill demand, and export market access. In 2023, each of our timber segments experienced challenging conditions due to market headwinds and weaker end-market demand relative to the prior year.
Pricing in our timber segments is influenced by macroeconomic factors, including residential construction activity, and can also vary considerably on a local level based on weather, the available inventory of logs, mill demand, and export market access.
The following table contains the summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31: (in millions) December 31, 2023 December 31, 2022 Current assets $197.5 $112.2 Non-current assets 98.8 122.8 Current liabilities 60.0 19.8 Non-current liabilities 2,181.6 2,001.9 Due to non-guarantors 861.5 520.4 The following table contains the summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31: (in millions) December 31, 2023 December 31, 2022 Cost and expenses ($32.3) ($28.9) Operating loss (32.3) (28.9) Net loss (70.5) (54.3) Revenue from non-guarantors 1,108.9 977.9 52 Table of Contents LIQUIDITY FACILITIES See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as for information on covenants that must be met in connection with our Senior Notes due 2031, Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and Revolving Credit Facility.
The following table contains the summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31: (in millions) December 31, 2024 December 31, 2023 Current assets $311.9 $197.5 Non-current assets 93.1 98.8 Current liabilities 293.8 60.0 Non-current liabilities 2,341.5 2,181.6 Due to non-guarantors 1,273.3 861.5 The following table contains the summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31: (in millions) December 31, 2024 December 31, 2023 Cost and expenses ($35.4) ($32.3) Operating loss (35.4) (32.3) Net loss (60.2) (70.5) Revenue from non-guarantors 1,263.0 1,108.9 LIQUIDITY FACILITIES See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as for information on covenants that must be met in connection with our Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility. 51 Table of Contents RESTRICTED CASH See Note 21 — Restricted Cash for further information regarding the funds deposited with a third-party intermediary and cash held in escrow.
Capital expenditures are expected to primarily consist of seedling planting, fertilization and other silvicultural activities, property taxes, lease payments, allocated overhead and other capitalized costs. Aside from capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities. Real estate development investments in 2024 are expected to be between $28 million and $32 million, net of anticipated reimbursements.
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.
(e) Represents the period-average rate. 41 Table of Contents Real Estate Overview 2023 2022 2021 Sales (in millions of dollars) Improved Development (a) $30.7 $35.4 $51.7 Unimproved Development 0.1 — 37.5 Rural 99.7 59.5 43.1 Timberland & Non-Strategic 3.3 11.4 — Conservation Easement — — 3.9 Deferred Revenue/Other (b) 13.9 1.2 (2.4) Large Dispositions (c) 242.2 30.5 56.0 Total Sales $390.0 $138.0 $189.9 Acres Sold Improved Development (a) 376 225 791 Unimproved Development 10 — 359 Rural 28,955 13,156 14,565 Timberland & Non-Strategic 1,270 3,966 34 Large Dispositions (c) 55,008 10,977 16,622 Total Acres Sold 85,618 28,323 32,371 Price per Acre (dollars per acre) Improved Development (a) $81,756 $157,424 $65,375 Unimproved Development 11,250 — 104,579 Rural 3,442 4,522 2,958 Timberland & Non-Strategic 2,636 2,874 1,297 Large Dispositions (c) 4,403 2,776 3,372 Weighted Average (Total) (d) $4,372 $6,128 $8,403 Weighted Average (Adjusted) (e) $3,411 $4,140 $5,391 Total Sales (Excluding Large Dispositions) $147.8 $107.5 $133.9 Operating Income $156.6 $58.5 $112.5 (–) Gain associated with the multi-family apartment complex sale attributable to NCI (f) — (11.5) — (–) Large Dispositions (c) (105.1) (16.6) (44.8) (+) Depreciation, depletion and amortization 18.0 13.9 7.9 (+) Non-cash cost of land and improved development 29.8 28.4 25.0 Adjusted EBITDA (g) $99.3 $72.7 $100.7 (a) Reflects land with capital invested in infrastructure improvements.
(d) Represents the period-average rate. 40 Table of Contents Real Estate Overview 2024 2023 2022 Sales (in millions of dollars) Improved Development (a) $30.8 $30.7 $35.4 Unimproved Development 12.4 0.1 — Rural 72.9 99.7 59.5 Timberland & Non-Strategic 16.1 3.3 11.4 Conservation Easement 1.1 — — Deferred Revenue/Other (b) 15.5 13.9 1.2 Large Dispositions (c) 495.0 242.2 30.5 Total Sales $643.8 $390.0 $138.0 Acres Sold Improved Development (a) 267 376 225 Unimproved Development 1,129 10 — Rural 12,330 28,955 13,156 Timberland & Non-Strategic 13,536 1,270 3,966 Large Dispositions (c) 199,470 55,008 10,977 Total Acres Sold 226,731 85,618 28,323 Gross Price per Acre (dollars per acre) Improved Development (a) $115,355 $81,756 $157,424 Unimproved Development 10,980 11,250 — Rural 5,914 3,442 4,522 Timberland & Non-Strategic 1,190 2,636 2,874 Large Dispositions (c) 2,482 4,403 2,776 Weighted Average (Total) (d) $4,849 $4,372 $6,128 Weighted Average (Adjusted) (e) $3,757 $3,411 $4,140 Total Sales (Excluding Large Dispositions) $148.8 $147.8 $107.5 Operating Income $340.4 $156.6 $58.5 (–) Gain associated with the multi-family apartment complex sale attributable to NCI (f) — — (11.5) (–) Large Dispositions (c) (291.1) (105.1) (16.6) (+) Depreciation, depletion and amortization 13.1 18.0 13.9 (+) Non-cash cost of land and improved development 44.4 29.8 28.4 Adjusted EBITDA (g) $106.8 $99.3 $72.7 (a) Reflects land with capital invested in infrastructure improvements.
See Note 1 — Summary of Significant Accounting Policies for additional information. DEFERRED TAX ITEMS The Timber and Real Estate operations conducted within our REIT are generally not subject to U.S. income taxation.
An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. See Note 1 — Summary of Significant Accounting Policies for additional information. DEFERRED TAX ITEMS The Timber and Real Estate operations conducted within our REIT are generally not subject to U.S. income taxation.
(b) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.
(b) Restructuring charges include severance costs related to workforce optimization initiatives. (c) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.
(f) Delivered Sawtimber excluding chip-n-saw. 40 Table of Contents New Zealand Timber Overview 2023 2022 2021 Sales Volume (in thousands of tons) Domestic Pulpwood (Delivered) 225 388 425 Domestic Sawtimber (Delivered) 677 686 671 Export Pulpwood (Delivered) 230 182 198 Export Sawtimber (Delivered) 1,344 1,360 1,308 Total Volume 2,476 2,616 2,602 % Delivered Volume (vs.
(g) Delivered Sawtimber excluding chip-n-saw. 39 Table of Contents New Zealand Timber Overview 2024 2023 2022 Sales Volume (in thousands of tons) Domestic Pulpwood (Delivered) 240 225 388 Domestic Sawtimber (Delivered) 674 677 686 Export Pulpwood (Delivered) 282 230 182 Export Sawtimber (Delivered) 1,292 1,344 1,360 Total Volume 2,487 2,476 2,616 % Delivered Volume (vs.
The following table outlines the common shares issuance pursuant to our ATM Program (dollars in millions): Year Ended December 31, 2023 2022 Common shares issued under the ATM Program 400 1,579,228 Average price of common shares issued under the ATM Program $34.03 $38.05 Gross proceeds — $60.4 Commissions — $0.6 CASH FLOWS The following table summarizes our cash flows from operating, investing and financing activities for each of the three years ended December 31 (in millions of dollars): 2023 2022 2021 Total cash provided by (used for): Operating activities $298.4 $269.2 $325.1 Investing activities 124.1 (516.4) (26.3) Financing activities (328.9) (4.6) (16.3) Effect of exchange rate changes on cash (0.6) (1.9) (0.9) Change in cash, cash equivalents and restricted cash $93.0 ($253.7) $281.7 CASH PROVIDED BY OPERATING ACTIVITIES Cash provided by operating activities increased $29.2 million versus the prior year primarily due to changes in working capital.
The following table outlines common share issuances pursuant to our ATM program (dollars in millions): Year Ended December 31, 2024 2023 Common shares issued under the ATM program — 400 Average price of common shares issued under the ATM program — $34.03 CASH FLOWS The following table summarizes our cash flows from operating, investing and financing activities for each of the three years ended December 31 (in millions of dollars): 2024 2023 2022 Total cash provided by (used for): Operating activities $261.6 $298.4 $269.2 Investing activities 354.0 124.1 (516.4) Financing activities (479.4) (328.9) (4.6) Effect of exchange rate changes on cash (1.4) (0.6) (1.9) Change in cash, cash equivalents and restricted cash $134.8 $93.0 ($253.7) CASH PROVIDED BY OPERATING ACTIVITIES Cash provided by operating activities decreased $36.8 million versus the prior year primarily due to changes in working capital and lower net recoveries on legal settlements.
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.
See Item 7 — Results of Operations and Note 2 — Segment and Geographical Information for additional information regarding the Large Dispositions. INDUSTRY AND MARKET CONDITIONS The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other wood products. The significant majority of timber sold in our Southern Timber segment is consumed domestically.
(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 42 Table of Contents Trading Overview 2023 2022 2021 Sales Volume (in thousands of tons) U.S. 71 99 1 NZ 307 460 705 Total Volume 378 559 706 Summary Financial Data (in millions of dollars) Trading Sales $41.9 $69.3 $93.6 Non-Timber Sales 1.8 1.7 1.7 Total Sales $43.7 $71.0 $95.4 Operating Income $0.5 $0.4 $0.1 Adjusted EBITDA (a) $0.5 $0.4 $0.1 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 43 Table of Contents Capital Expenditures By Segment 2023 2022 2021 Timber Capital Expenditures (in millions of dollars) Southern Timber Reforestation, silviculture and other capital expenditures $30.6 $24.1 $21.5 Property taxes 7.3 7.1 6.8 Lease payments 2.8 3.1 3.1 Allocated overhead 5.9 4.9 4.4 Subtotal Southern Timber $46.5 $39.3 $35.8 Pacific Northwest Timber Reforestation, silviculture and other capital expenditures 10.9 10.5 10.8 Property taxes 0.9 1.1 1.1 Allocated overhead 5.6 5.2 4.7 Subtotal Pacific Northwest Timber $17.4 $16.8 $16.6 New Zealand Timber Reforestation, silviculture and other capital expenditures 8.6 10.9 11.2 Property taxes 0.8 0.8 0.8 Lease payments 4.5 4.4 5.2 Allocated overhead 2.8 2.4 3.0 Subtotal New Zealand Timber $16.7 $18.5 $20.1 Total Timber Segments Capital Expenditures $80.5 $74.5 $72.5 Timber Funds (“Look-through”) (a) — — 0.5 Real Estate 0.3 0.3 0.2 Corporate 0.6 — — Total Capital Expenditures $81.4 $74.8 $73.2 Timberland Acquisitions Southern Timber $10.5 $457.8 $168.2 Pacific Northwest Timber 3.6 — — New Zealand Timber — 0.7 10.9 Total Timberland Acquisitions $14.1 $458.5 $179.1 Real Estate Development Investments (b) $23.1 $13.7 $12.5 (a) The year ended December 31, 2021 excludes $2.8 million of capital expenditures attributable to noncontrolling interests in Timber Funds.
(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 41 Table of Contents Trading Overview 2024 2023 2022 Sales Volume (in thousands of tons) U.S. 64 71 99 NZ 201 307 460 Total Volume 265 378 559 Summary Financial Data (in millions of dollars) Trading Sales $28.1 $41.9 $69.3 Non-Timber Sales 1.5 1.8 1.7 Total Sales $29.6 $43.7 $71.0 Operating (Loss) Income ($0.1) $0.5 $0.4 Adjusted EBITDA (a) ($0.1) $0.5 $0.4 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 42 Table of Contents Capital Expenditures By Segment 2024 2023 2022 Timber Capital Expenditures (in millions of dollars) Southern Timber Reforestation, silviculture and other capital expenditures $31.9 $30.6 $24.1 Property taxes 7.5 7.3 7.1 Lease payments 2.6 2.8 3.1 Allocated overhead 6.4 5.9 4.9 Subtotal Southern Timber $48.4 $46.5 $39.3 Pacific Northwest Timber Reforestation, silviculture and other capital expenditures 8.1 10.9 10.5 Property taxes 0.5 0.9 1.1 Allocated overhead 4.7 5.6 5.2 Subtotal Pacific Northwest Timber $13.3 $17.4 $16.8 New Zealand Timber Reforestation, silviculture and other capital expenditures 8.7 8.6 10.9 Property taxes 0.8 0.8 0.8 Lease payments 5.5 4.5 4.4 Allocated overhead 2.7 2.8 2.4 Subtotal New Zealand Timber $17.7 $16.7 $18.5 Total Timber Segments Capital Expenditures $79.4 $80.5 $74.5 Real Estate 0.3 0.3 0.3 Corporate — 0.6 — Total Capital Expenditures $79.8 $81.4 $74.8 Timberland Acquisitions Southern Timber $22.8 $10.5 $457.8 Pacific Northwest Timber — 3.6 — New Zealand Timber — — 0.7 Total Timberland Acquisitions $22.8 $14.1 $458.5 Real Estate Development Investments (a) $25.8 $23.1 $13.7 (a) Represents investments in master infrastructure or entitlements in our real estate development projects.
(f) The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge. (g) The year ended December 31, 2021 includes a $41.2 million gain from Fund II Timberland Dispositions.
(g) The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges. The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.
Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs. In Real Estate, overall demand for rural HBU properties and our improved development projects remained strong in 2023.
Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs.
RESULTS OF OPERATIONS, 2022 VERSUS 2021 Refer to Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2022 for the results of operations discussion for the fiscal year ended December 31, 2022 compared to the fiscal year ended December 31, 2021. 47 Table of Contents OUTLOOK FOR 2024 In 2024, we expect to achieve full-year harvest volumes in our Southern Timber segment of 7.1 to 7.3 m illion tons.
RESULTS OF OPERATIONS, 2023 VERSUS 2022 Refer to Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for the results of operations discussion for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022. 46 Table of Contents OUTLOOK FOR 2025 In 2025, we expect to achieve full-year harvest volumes in our Southern Timber segment of 6.9 to 7.1 m illion tons—a modest increase in harvest volumes versus the prior year, primarily due to the carryover of some planned 2024 volume into 2025, partially offset by reduced volume from the recent disposition in Oklahoma.
For more information, see Governmental Regulations and Environmental Matters in Item 1 — Business , Note 1 — Summary of Significant Accounting Policies and Note 12 — Environmental Remediation Liabilities . 37 Table of Contents RESULTS OF OPERATIONS Summary of our results of operations for the three years ended December 31: Financial Information (in millions of dollars) 2023 2022 2021 Sales Southern Timber $264.1 $264.2 $204.4 Pacific Northwest Timber 124.1 162.2 143.0 New Zealand Timber 235.5 274.1 281.2 Timber Funds (a) — — 199.4 Real Estate Improved Development 30.7 35.4 51.7 Unimproved Development 0.1 — 37.5 Rural 99.7 59.5 43.1 Timberland & Non-Strategic 3.3 11.4 — Conservation Easement — — 3.9 Deferred Revenue/Other (b) 13.9 1.2 (2.4) Large Dispositions 242.2 30.5 56.0 Total Real Estate 390.0 138.0 189.9 Trading 43.7 71.0 95.4 Intersegment Eliminations (0.5) (0.4) (3.7) Total Sales $1,056.9 $909.1 $1,109.6 Operating Income (Loss) Southern Timber $76.3 $96.6 $66.1 Pacific Northwest Timber (c) (9.0) 15.2 6.8 New Zealand Timber (d) 26.0 30.6 51.5 Timber Funds (a) — — 63.3 Real Estate (e) 156.6 58.5 112.5 Trading 0.5 0.4 0.1 Corporate and other (39.1) (35.5) (30.6) Operating Income 211.3 165.8 269.8 Interest expense (48.3) (36.2) (44.9) Interest and other miscellaneous income, net (f) 20.6 2.6 0.2 Income tax expense (5.1) (9.4) (14.6) Net Income 178.5 122.8 210.5 Less: Net income attributable to noncontrolling interests in consolidated affiliates (g) (2.1) (13.3) (53.4) Net Income Attributable to Rayonier, L.P. $176.4 $109.5 $157.1 Less: Net income attributable to noncontrolling interests in the operating partnership (2.9) (2.4) (4.5) Net Income Attributable to Rayonier Inc. $173.5 $107.1 $152.6 Adjusted EBITDA (h) Southern Timber $156.2 $156.9 $120.2 Pacific Northwest Timber 27.9 63.9 57.3 New Zealand Timber 50.0 54.5 78.5 Timber Funds — — 2.3 Real Estate 99.3 72.7 100.7 Trading 0.5 0.4 0.1 Corporate and other (37.4) (34.2) (29.4) Total Adjusted EBITDA (h) $296.5 $314.2 $329.8 (a) The year ended December 31, 2021 includes sales and operating income of $156.8 million and $51.5 million, respectively, from Fund II Timberland Dispositions.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED See Note 1 — Summary of Significant Accounting Policies for a summary of recently issued accounting standards. 36 Table of Contents RESULTS OF OPERATIONS Summary of our results of operations for the three years ended December 31: Financial Information (in millions of dollars) 2024 2023 2022 Sales Southern Timber $250.4 $264.1 $264.2 Pacific Northwest Timber 100.8 124.1 162.2 New Zealand Timber 238.6 235.5 274.1 Real Estate Improved Development 30.8 30.7 35.4 Unimproved Development 12.4 0.1 — Rural 72.9 99.7 59.5 Timberland & Non-Strategic 16.1 3.3 11.4 Conservation Easement 1.1 — — Deferred Revenue/Other (a) 15.5 13.9 1.2 Large Dispositions 495.0 242.2 30.5 Total Real Estate 643.8 390.0 138.0 Trading 29.6 43.7 71.0 Intersegment Eliminations (0.2) (0.5) (0.4) Total Sales $1,263.0 $1,056.9 $909.1 Operating Income (Loss) Southern Timber $77.9 $76.3 $96.6 Pacific Northwest Timber (b) (6.3) (9.0) 15.2 New Zealand Timber (c) 33.5 26.0 30.6 Real Estate (d) 340.4 156.6 58.5 Trading (0.1) 0.5 0.4 Corporate and other (e) (42.9) (39.1) (35.5) Operating Income 402.5 211.3 165.8 Interest expense, net (f) (36.9) (48.3) (36.2) Interest and other miscellaneous income, net (g) 10.4 20.6 2.6 Income tax expense (h) (7.0) (5.1) (9.4) Net Income 369.0 178.5 122.8 Less: Net income attributable to noncontrolling interests in consolidated affiliates (5.0) (2.1) (13.3) Net Income Attributable to Rayonier, L.P. $364.0 $176.4 $109.5 Less: Net income attributable to noncontrolling interests in the Operating Partnership (4.9) (2.9) (2.4) Net Income Attributable to Rayonier Inc. $359.1 $173.5 $107.1 Adjusted EBITDA (i) Southern Timber $151.3 $156.2 $156.9 Pacific Northwest Timber 25.4 27.9 63.9 New Zealand Timber 53.8 50.0 54.5 Real Estate 106.8 99.3 72.7 Trading (0.1) 0.5 0.4 Corporate and other (38.4) (37.4) (34.2) Total Adjusted EBITDA (i) $298.8 $296.5 $314.2 (a) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.
(c) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests. (d) Includes $41.2 million of income from Fund II Timberland Dispositions.
(g) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.
Below is a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars): 2023 2022 2021 Net Income to Adjusted EBITDA Reconciliation Net Income $178.5 $122.8 $210.5 Operating (income) loss attributable to NCI in Timber Funds — — (45.6) Interest, net attributable to NCI in Timber Funds — — 0.3 Income tax expense attributable to NCI in Timber Funds — — 0.1 Net income (Excluding NCI in Timber Funds) $178.5 $122.8 $165.3 Interest, net and miscellaneous income attributable to Rayonier 45.9 33.2 44.3 Income tax expense attributable to Rayonier 5.1 9.4 14.6 Depreciation, depletion and amortization attributable to Rayonier 158.2 147.3 143.2 Non-cash cost of land and improved development 29.8 28.4 25.0 Non-operating (income) expense (a) (18.3) 0.4 — Timber write-offs resulting from casualty events attributable to Rayonier (b) 2.3 0.7 — Gain associated with the multi-family apartment complex sale attributable to NCI (c) — (11.5) — Gain on investment in Timber Funds (d) — — (7.5) Fund II Timberland Dispositions attributable to Rayonier (e) — — (10.3) Large Dispositions (f) (105.1) (16.6) (44.8) Adjusted EBITDA $296.5 $314.2 $329.8 (a) The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, partially offset by a $2.0 million pension settlement charge.
The following table provides a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars): 2024 2023 2022 Net Income to Adjusted EBITDA Reconciliation Net Income $369.0 $178.5 $122.8 Interest, net and miscellaneous income (a) 27.8 45.9 33.2 Income tax expense (b) 7.0 5.1 9.4 Depreciation, depletion and amortization 140.2 158.2 147.3 Non-cash cost of land and improved development 44.4 29.8 28.4 Non-operating (income) expense (c) (1.3) (18.3) 0.4 Costs related to disposition initiatives (d) 1.6 — — Restructuring charges (e) 1.1 — — Timber write-offs resulting from casualty events (f) — 2.3 0.7 Gain associated with the multi-family apartment complex sale attributable to NCI (g) — — (11.5) Large Dispositions (h) (291.1) (105.1) (16.6) Adjusted EBITDA $298.8 $296.5 $314.2 (a) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.
Significant long-term uses of cash include the following (in millions): Future uses of cash (in millions) Total Payments Due by Period 2024 2025-2026 2027-2028 Thereafter Long-term debt (a) $1,372.7 — $247.3 $475.4 $650.0 Interest payments on long-term debt (b) 343.7 75.8 140.6 90.5 36.8 Operating leases — timberland (c) 190.9 8.9 16.0 14.8 151.2 Operating leases — PP&E, offices (c) 6.0 1.2 1.5 0.9 2.4 Commitments — real estate projects 45.0 33.4 2.3 2.3 7.0 Commitments — derivatives (d) 0.7 0.7 — — — Commitments — environmental remediation (e) 16.6 11.8 1.2 0.9 2.7 Commitments — other (f) 9.7 9.3 0.4 — — Total $1,985.3 $141.1 $409.3 $584.8 $850.1 (a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $1,365.8 million on our Consolidated Balance Sheets, but upon maturity the liability will be $1,372.7 million.
Significant long-term uses of cash include the following (in millions): Future uses of cash (in millions) Total Payments Due by Period 2025 2026-2027 2028-2029 Thereafter Long-term debt (a) $1,095.4 — $245.4 $400.0 $450.0 Current maturities of long-term debt 19.4 19.4 — — — Interest payments on long-term debt (b) 197.7 52.9 80.8 45.4 18.6 Operating leases — timberland (c) 174.5 7.8 14.2 13.6 138.9 Operating leases — PP&E, offices (c) 4.7 1.0 1.1 0.8 1.8 Commitments — real estate projects 60.5 25.7 17.2 10.1 7.5 Commitments — derivatives (d) 6.8 3.8 3.0 — — Commitments — environmental remediation (e) 7.9 4.3 1.2 0.5 1.9 Commitments — other (f) 2.8 1.3 1.0 0.1 0.4 Total $1,569.7 $116.2 $363.9 $470.5 $619.1 (a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $1,089.8 million on our Consolidated Balance Sheets, but upon maturity the liability will be $1,095.4 million.
Average pine sawtimber stumpage realizations decreased 14% to $29.64 per ton versus $34.36 per ton in the prior year, while average pine pulpwood stumpage realizations decreased 25% to $16.78 per ton versus $22.45 per ton in the prior year.
Average pine sawtimber stumpage realizations decreased 4% to $28.41 per ton versus $29.64 per ton in the prior year, while average pine pulpwood stumpage realizations increased 1% to $16.89 per ton versus $16.78 per ton in the prior year.
We expect that full-year domestic and export sawtimber pricing will improve modestly relative to the full-year pricing achieved in 2023 as end-markets continue to recover. We further anticipate a modest increase in carbon credit sales in 2024 as pricing has remained strong following the significant market volatility experienced in the first half of 2023.
We expect that full-year domestic and export sawtimber pricing will improve modestly relative to the full-year pricing achieved in 2024 as supply-demand fundamentals continue to improve. We further anticipate a modest increase in carbon credit sales in 2025, as pricing appears to have stabilized following a period of unusual market volatility.
(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 New Zealand Timber segment, includes carbon credit sales. (d) Net of currency hedging impact.
(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.
However, similar to 2023, we anticipate very light closing activity in the first quarter, followed by a significant pickup in activity in the second quarter.
However, similar to 2024, we anticipate very light closing activity in the first quarter.
CAD is a non-GAAP measure of cash generated during a period that is available for common stock dividends, distributions to operating partnership unitholders, distributions to noncontrolling interests, repurchase of the Company's common shares, debt reduction, timberland acquisitions and real estate development investments.
(e) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests. 54 Table of Contents Cash Available for Distribution (CAD) is a non-GAAP measure of cash generated during a period that is available for common stock dividends, distributions to Operating Partnership unitholders, distributions to noncontrolling interests, repurchase of the Company's common shares, debt reduction, timberland acquisitions and real estate development investments.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, operating (income) loss attributable to noncontrolling interests in Timber Funds, timber write-offs resulting from casualty events, gain associated with the multi-family apartment complex sale attributable to noncontrolling interests, the gain on investment in Timber Funds, Fund II Timberland Dispositions and Large Dispositions.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, costs related to disposition initiatives, restructuring charges, timber write-offs resulting from casualty events, gain associated with the multi-family apartment complex sale attributable to noncontrolling interests and Large Dispositions. 52 Table of Contents 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.
IMPAIRMENT OF LONG-LIVED ASSETS We review the carrying amount of long-lived assets whenever an event or a change in circumstances indicates that the carrying value of the asset or asset group may not be recoverable through future operations. If we evaluate recoverability, we are required to estimate future cash flows and residual value of the asset or asset group.
These acquisitions did not have a material impact on 2024 depletion rates. IMPAIRMENT OF LONG-LIVED ASSETS We review the carrying amount of long-lived assets whenever an event or a change in circumstances indicates that the carrying value of the asset or asset group may not be recoverable through future operations.
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.
Cash income tax payments in 2025 are expected to be between $6 million and $9 million, primarily due to the New Zealand subsidiary. OFF-BALANCE SHEET ARRANGEMENTS We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation self-insurance programs.
Our Trading segment, primarily consisting of activity by the New Zealand subsidiary, markets and sells timber owned or acquired from third parties in New Zealand and Australia. We also engage in log trading activities from the U.S. South and U.S. Pacific Northwest. CURRENT YEAR DEVELOPMENTS During 2023, we acquired approximately 5,000 acres of timberland for $14.1 million.
Our Trading segment, primarily consisting of activity by the New Zealand subsidiary, markets and sells timber owned or acquired from third parties in New Zealand. CURRENT YEAR DEVELOPMENTS During 2024, we acquired approximately 7,000 acres of timberland for $22.8 million. For further information on acquisitions, see Note 4 — Timberland Acquisitions .
Real estate also includes deferred revenue adjustments, revenue true-ups, and marketing fees related Improved Development sales in addition to residential and commercial lease revenue. 45 Table of Contents Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total 2022 $156.9 $63.9 $54.5 $72.7 $0.4 ($34.2) $314.2 Volume 26.8 (13.8) (3.7) 76.3 — — 85.6 Price (b) (28.4) (17.6) (1.5) (45.8) — — (93.3) Cost (8.1) (5.2) (2.1) (8.5) 0.1 (3.2) (27.0) Non-timber income (c) 9.0 0.6 3.7 — — — 13.3 Foreign exchange (d) — — (0.9) — — — (0.9) Other (e) — — — 4.6 — — 4.6 2023 $156.2 $27.9 $50.0 $99.3 $0.5 ($37.4) $296.5 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .
(f) Includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges. 44 Table of Contents Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total 2023 $156.2 $27.9 $50.0 $99.3 $0.5 ($37.4) $296.5 Volume (11.2) (2.8) 0.3 (14.3) — — (28.0) Price (b) (7.0) (1.1) (7.9) 11.6 — — (4.4) Cost 0.1 2.1 1.1 9.0 (0.6) (1.0) 10.7 Non-timber income (c) 13.2 (0.7) 0.1 — — — 12.6 Foreign exchange (d) — — 10.2 — — — 10.2 Other (e) — — — 1.2 — — 1.2 2024 $151.3 $25.4 $53.8 $106.8 ($0.1) ($38.4) $298.8 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .
Operating income of $26.0 million decreased $4.6 million versus the prior year due to lower volumes ($2.5 million), timber write-offs resulting from casualty events in the current year ($2.3 million), higher costs ($2.1 million), lower net stumpage realizations ($1.5 million), and unfavorable foreign exchange impacts ($0.1 million), partially offset by higher non-timber / carbon credit income ($3.7 million) and lower depletion rates ($0.2 million).
Operating income of $77.9 million increased $1.6 million versus the prior year due to higher non-timber income ( $13.2 million ), lower depletion rates ( $1.1 million) and lower costs ( $0.1 million), partially offset by lower net stumpage realizations ($7.0 million) and lower volumes ($5.8 million) .
Further, while we anticipate some demand improvement as the year progresses, we expect that full-year weighted average log pricing will remain modestly below the pricing achieved in 2023 due in part to a less favorable species mix. In our New Zealand Timber segment, we expect full-year harvest volumes of 2.4 to 2.5 mi llion tons.
Further, we expect that full-year weighted average log pricing will increase modestly versus the prior year as a result of improving demand conditions. In our New Zealand Timber segment, we expect full-year harvest volumes of 2.5 to 2.7 mi llion tons.
Full-year Adjusted EBITDA of $50.0 million was $4.5 million below the prior year. REAL ESTATE Full-year sales of $390.0 million increased $252.0 million versus the prior year, while operating income of $156.6 million increased $98.1 million versus the prior year. Sales and operating income in the current year included $242.2 million and $105.1 million, respectively, from Large Dispositions.
Full-year Adjusted EBITDA of $53.8 million was $3.8 million above the prior year. REAL ESTATE Full-year sales of $643.8 million increased $253.8 million versus the prior year, while operating income of $340.4 million increased $183.8 million versus the prior year. Sales and operating income in the current year included $495.0 million and $291.1 million, respectively, from Large Dispositions.
The evaluation of future cash flows requires the use of assumptions that include future economic conditions such as construction costs and sales values that may differ from actual results. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value.
If we evaluate recoverability, we are required to estimate future cash flows and residual value of the asset or asset group. The evaluation of future cash flows requires the use of assumptions that include future economic conditions such as construction costs and sales values that may differ from actual results.
Overall, we believe we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to maximize the value of our timberland and real estate assets under management. On November 1, 2023 we announced an asset disposition and capital structure realignment plan (the “Plan”) targeting $1 billion of select asset sales over the following 18 months.
Overall, we believe we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to maximize the value of our timberland and real estate assets under management.
We expect to use the proceeds of the asset sales to reduce our leverage to ≤3.0x Net Debt / Adjusted EBITDA and return capital to share and unit holders.
On November 1, 2023, we announced an asset disposition and capital structure realignment plan (the “Plan”) targeting $1 billion of select asset sales to reduce our leverage to ≤3.0x Net Debt / Adjusted EBITDA and return capital to share and unit holders.
(b) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. (c) The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events. (d) The year ended December 31, 2023 includes $2.3 million of timber write-offs resulting from casualty events.
(b) The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events. (c) The year ended December 31, 2023 includes $2.3 million of timber write-offs resulting from casualty events.
(e) Real Estate includes deferred revenue adjustments, revenue true-ups, and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. The prior year period included a $4.5 million gain associated with a multi-family apartment complex sale attributable to Rayonier. SOUTHERN TIMBER Full-year sales of $264.1 million decreased marginally versus the prior year.
(e) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue. SOUTHERN TIMBER Full-year sales of $250.4 million decreased $13.7 million, or 5%, versus the prior year.
RESTRICTED CASH See Note 21 — Restricted Cash for further information regarding the funds deposited with a third-party intermediary and cash held in escrow. 53 Table of Contents PERFORMANCE AND LIQUIDITY INDICATORS The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, ability to generate cash and satisfy rating agency and creditor requirements.
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.
TRADING Full-year sales of $43.7 million decreased $27.3 million versus the prior year due to lower volumes and prices. Sales volumes decreased 32% to 378,000 tons versus 559,000 tons in the prior year. Operating income and Adjusted EBITDA increased $0.1 million versus the prior year as improved margins more than offset reduced trading volume.
Full-year Adjusted EBITDA of $106.8 million was $7.5 million above the prior year. TRADING Full-year sales of $29.6 million decreased $14.1 million versus the prior year due to lower volumes and prices. Sales volumes decreased 30% to 265,000 tons versus 378,000 tons in the prior year. Operating income and Adjusted EBITDA decreased $0.6 million versus the prior year.
For Real Estate, price is presented net of cash closing costs. (b) For the New Zealand Timber segment, includes carbon credit sales. (c) Net of currency hedging impact. (d) Includes $0.7 million of timber write-offs resulting from casualty events in the prior year. (e) Includes $2.3 million of timber write-offs resulting from casualty events in the current year.
(c) Net of currency hedging impact. (d) Includes $2.3 million of timber write-offs resulting from casualty events in the prior year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+3 added−2 removed3 unchanged
Biggest changeWe estimate the periodic effective interest rate on our U.S. long-term fixed and variable rate debt to be approximately 2.7% after consideration of interest rate swaps and estimated patronage refunds and excluding unused commitment fees on the revolving credit facility. 57 Table of Contents The following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of expected maturity and their fair values at December 31, 2023: (Dollars in thousands) 2024 2025 2026 2027 2028 Thereafter Total Fair Value Variable rate debt: Principal amounts — — $200,000 $100,000 $350,000 $200,000 $850,000 $850,000 Average interest rate (a)(b) — — 7.08% 7.03% 7.03% 6.98% 7.03% Fixed rate debt: Principal amounts — $21,817 $25,453 $25,453 — $450,000 $522,723 $449,951 Average interest rate (b) — 2.95% 3.64% 6.48% — 2.75% 2.98% Interest rate swaps: Notional amount $350,000 — $200,000 $100,000 — $200,000 $850,000 $43,179 Average pay rate (b) 2.18% — 1.50% 3.72% — 0.67% 1.85% Average receive rate (b) 5.33% — 5.33% 5.33% — 5.33% 5.33% Forward-starting interest rate swaps Notional amount — — — — $200,000 — $200,000 $12,782 Average pay rate (b) — — — — 1.37% — 1.37% Average receive rate (b) — — — — 5.33% — 5.33% (a) Excludes estimated patronage refunds.
Biggest changeThe following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of expected maturity and their fair values at December 31, 2024: (Dollars in thousands) 2025 2026 2027 2028 2029 Thereafter Total Fair Value Variable rate debt: Principal amounts — $200,000 — $200,000 $200,000 — $600,000 $600,000 Average interest rate (a)(b) — 6.30% — 6.15% 6.20% — 6.21% Fixed rate debt: Principal amounts $19,442 $22,683 $22,683 — — $450,000 $514,808 $451,584 Average interest rate (b) 2.95% 3.64% 6.48% — — 2.75% 2.96% Interest rate swaps: Notional amount — $200,000 — $200,000 $200,000 — $600,000 $49,353 Average pay rate (b) — 1.50% — 1.37% 0.67% — 1.18% Average receive rate (c) — 4.55% — 4.55% 4.55% — 4.55% (a) Excludes estimated patronage refunds.
However, we use interest rate swaps to manage our exposure to interest rate movements on our term credit agreements by swapping existing and anticipated future borrowings from floating rates to fixed rates. As of December 31, 2023, we had $850 million of U.S. long-term variable rate debt outstanding on our term credit agreements.
However, we use interest rate swaps to manage our exposure to interest rate movements on our term credit agreements by swapping existing and anticipated future borrowings from floating rates to fixed rates. As of December 31, 2024, we had $600 million of U.S. long-term variable rate debt outstanding on our term credit agreements.
Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at December 31, 2023 would result in a corresponding decrease/increase in the fair value of our fixed rate debt of approximately $25 million and $27 million, respectively.
Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at December 31, 2024 would result in a corresponding decrease/increase in the fair value of our fixed rate debt of approximately $22 million and $23 million, respectively.
Sales and Expense Exposure At December 31, 2023, the New Zealand subsidiary had foreign currency exchange contracts with a notional amount of $123 million and foreign currency option contracts with a notional amount of $98 million outstanding related to foreign export sales.
Foreign Exchange Exposure At December 31, 2024, the New Zealand subsidiary had foreign currency exchange contracts with a notional amount of $128 million and foreign currency option contracts with a notional amount of $132 million outstanding related to foreign export sales.
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.
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.
The fair market value of our fixed interest rate debt is also subject to interest rate risk. The estimated fair value of our fixed rate debt at December 31, 2023 was $450.0 million compared to the $522.7 million principal amount. We use interest rates of debt with similar terms and maturities to estimate the fair value of our debt.
The estimated fair value of our fixed rate debt at December 31, 2024 was $451.6 million compared to the $514.8 million principal amount. We use interest rates of debt with similar terms and maturities to estimate the fair value of our debt.
The notional amount of outstanding interest rate swap contracts with respect to our term credit agreements at December 31, 2023 was also $850 million. The $350 million 2015 Term Credit Facility matures in April 2028, with the associated interest rate swaps maturing in August 2024.
The notional amount of outstanding interest rate swap contracts with respect to our term credit agreements at December 31, 2024 was also $600 million.
(b) Interest rates as of December 31, 2023. Foreign Currency Exchange Rate Risk The New Zealand subsidiary’s export sales are predominantly denominated in U.S. dollars, and therefore its cash flows are affected by fluctuations in the exchange rate between the New Zealand dollar and the U.S. dollar.
(c) Average daily Simple SOFR rate as of December 31, 2024 based on a 30-day look back period. 56 Table of Contents Foreign Currency Exchange Rate Risk The New Zealand subsidiary’s export sales are predominantly denominated in U.S. dollars, and therefore its cash flows are affected by fluctuations in the exchange rate between the New Zealand dollar and the U.S. dollar.
We have entered into an interest rate swap agreement to cover $100 million of borrowings under the 2022 Incremental Term Loan Facility through the maturity date in December 2027. At this current borrowing and derivatives level, a hypothetical one-percentage point increase/decrease in interest rates would result in no corresponding increase/decrease in interest payments and expense over a 12-month period.
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.
We have entered into forward starting interest rate swaps to cover $200 million of the 2015 Term Credit Facility through the extended maturity date. The 2016 Incremental Term Loan Facility and associated interest rate swaps mature in May 2026, and the 2021 Incremental Term Loan Facility and associated interest rate swaps mature in June 2029.
The 2016 Incremental Term Loan Agreement and associated interest rate swaps mature in May 2026, and the 2021 Incremental Term Loan Agreement and associated interest rate swaps mature in June 2029.
The following table summarizes our outstanding foreign currency exchange rate risk contracts at December 31, 2023: (Dollars in thousands) 0-1 months 1-2 months 2-3 months 3-6 months 6-12 months 12-18 months 18-24 months 24-36 months Total Fair Value Foreign exchange contracts to sell U.S. dollar for New Zealand dollar Notional amount $7,200 $5,000 $6,000 $21,000 $25,000 $16,500 $13,000 $29,000 $122,700 $2,916 Average contract rate 1.5529 1.5211 1.5398 1.6043 1.6310 1.6805 1.6392 1.6652 1.6285 Foreign currency option contracts to sell U.S. dollar for New Zealand dollar Notional amount $2,000 $2,000 $2,000 $4,000 $20,000 $24,000 $16,000 $28,000 $98,000 $1,572 Average strike price 1.5666 1.5686 1.5701 1.6276 1.6416 1.6602 1.7481 1.6811 1.6698 58 Table of Contents
The following table summarizes our outstanding foreign currency exchange rate risk contracts at December 31, 2024: (Dollars in thousands) 0-1 months 1-2 months 2-3 months 3-6 months 6-12 months 12-18 months 18-24 months 24-36 months Total Fair Value Foreign exchange contracts to sell U.S. dollar for New Zealand dollar Notional amount $5,100 $3,000 $5,500 $14,000 $32,000 $23,000 $17,000 $28,000 $127,600 ($6,885) Average contract rate 1.6667 1.6918 1.6636 1.6550 1.6430 1.6490 1.6771 1.6673 1.6582 Foreign currency option contracts to sell U.S. dollar for New Zealand dollar Notional amount $4,000 $4,000 $4,000 $14,000 $24,000 $22,000 $22,000 $38,000 $132,000 ($2,164) Average strike price 1.6445 1.6455 1.6463 1.6725 1.7247 1.6544 1.6871 1.6690 1.6780 57 Table of Contents
Removed
Interest Rate Risk Due to the discontinuation of LIBOR on June 30, 2023, we amended our outstanding variable rate debt agreements and active interest rate swaps to change the interest rate benchmark from LIBOR to Daily Simple SOFR in December 2022.
Added
The $200 million 2015 Term Loan Agreement matures in April 2028 and on August 1, 2024, three forward-starting interest rate swaps with a total notional amount of $200 million matured into active interest rate swaps and fixed $200 million of the outstanding principal over its remaining four-year term.
Removed
In March 2023, we modified our benchmark rates from LIBOR to Daily Simple SOFR for our forward-starting interest rate swaps. We are exposed to interest rate risk through our variable rate debt due to changes in SOFR.
Added
We estimate the periodic effective interest rate on our U.S. long-term fixed and variable rate debt to be approximately 2.3% after consideration of interest rate swaps and estimated patronage refunds and excluding unused commitment fees on the revolving credit facility.
Added
(b) Interest rates as of December 31, 2024.

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