0000052827-23-000035 | 10-K | XBRL Viewer

Disposition of noncontrolling interests in consolidated affiliates

(3,807)

(255,486)

Measurement period adjustment of noncontrolling interests in consolidated affiliates

9,690

Adjustment of noncontrolling interests in the operating partnership

(42,530)

Conversion of units into common shares (in shares)

1,113,159

Conversion of units into common shares

40,676

$ 40,676

Actuarial change and amortization of pension and postretirement plan liabilities

12,476

Foreign currency translation adjustment

(22,096)

(18,487)

(3,609)

Cash flow hedges

60,315

61,893

(1,578)

Allocation of other comprehensive income to noncontrolling interests in the operating partnership

(1,601)

Distributions to noncontrolling interests in consolidated affiliates

(115,298)

Noncontrolling interests in consolidated affiliates redemption of shares

(28,119)

Ending balance (in shares) at Dec. 31, 2021

145,372,961

Ending balance at Dec. 31, 2021

1,815,578

$ 1,389,073

402,307

(19,604)

43,802

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

122,791

109,470

13,321

Net income attributable to noncontrolling interests in the operating partnership

(2,393)

Dividends

^[1]

(165,902)

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs (in shares)

1,579,228

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs

59,350

$ 59,350

Issuance of shares under incentive stock plans, (in shares)

321,337

Issuance of shares under incentive stock plans

2,466

$ 2,466

Stock-based incentive compensation

12,356

$ 12,356

Repurchase of common shares, (in shares)

(97,809)

Repurchase of common shares

(4,225)

$ (4,225)

Adjustment of noncontrolling interests in the operating partnership

23,155

Conversion of units into common shares (in shares)

106,914

Conversion of units into common shares

3,925

$ 3,925

Actuarial change and amortization of pension and postretirement plan liabilities

1,627

Foreign currency translation adjustment

(23,093)

(22,282)

(811)

Cash flow hedges

76,039

76,367

(328)

Allocation of other comprehensive income to noncontrolling interests in the operating partnership

(295)

Distributions to noncontrolling interests in consolidated affiliates

(12,807)

Noncontrolling interests in consolidated affiliates redemption of shares

(27,860)

Ending balance (in shares) at Dec. 31, 2022

147,282,631

Ending balance at Dec. 31, 2022

$ 1,880,712

$ 1,462,945

$ 366,637

$ 35,813

$ 15,317

[1]	For information regarding distributions to noncontrolling interests in the operating partnership, see the Rayonier Inc. Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests.

RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Dividends (dollars per share)	$ 1.125	$ 1.08	$ 1.08
Offering issuance costs	$ 1,100	$ 2,500	$ 799

RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

OPERATING ACTIVITIES

NET INCOME

$ 122,791

$ 210,487

$ 29,784

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization

147,339

155,722

164,996

Non-cash cost of land and improved development

28,374

24,976

30,368

Stock-based incentive compensation expense

12,356

9,277

8,026

Deferred income taxes

(5,352)

8,509

7,541

Amortization of losses from pension and postretirement plans

753

1,174

869

Timber write-offs due to casualty events

15,203

(3,807)

Changes in operating assets and liabilities, net of effects of merger with Pope Resources:

1,778

9,456

(11,100)

Receivables

(9,109)

17,239

(15,378)

Inventories

(4,335)

(503)

(1,448)

Accounts payable

1,144

(1,593)

5,668

All other operating activities

(9,943)

(5,846)

(1,700)

CASH PROVIDED BY OPERATING ACTIVITIES

269,190

325,110

204,174

Real estate development investments

Capital expenditures

(74,811)

(75,965)

(66,500)

(13,698)

(12,521)

(6,462)

Purchase of timberlands

(458,530)

(179,115)

(24,695)

Cash consideration for merger with Pope Resources, net of cash acquired

(231,068)

CASH USED FOR INVESTING ACTIVITIES

1,180

912

(584)

(516,363)

(26,253)

(213,643)

FINANCING ACTIVITIES

Issuance of debt

656,842

446,378

320,000

Repayment of debt

(531,842)

(420,000)

(152,000)

Dividends paid on common stock

(165,707)

(153,515)

(146,348)

Distributions to noncontrolling interests in the operating partnership

(3,668)

(4,269)

(3,596)

Proceeds from the issuance of common shares under incentive stock plan

2,628

5,922

1,368

Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs

61,557

230,826

32,574

Repurchase of common shares to pay withholding taxes on vested incentive stock awards

(4,225)

(1,617)

(1,605)

Repurchase of common shares made under repurchase program

(3,152)

Debt issuance costs

(740)

(4,846)

(2,483)

Noncontrolling interests in consolidated affiliates redemption of shares

(5,113)

Distributions to noncontrolling interests in consolidated affiliates

(19,434)

(108,956)

(12,643)

Make-whole fee on NWFCS debt prepayment

(6,234)

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES

(4,589)

(16,311)

27,002

EFFECT OF EXCHANGE RATE CHANGES ON CASH

(1,970)

(889)

(19)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Change in cash, cash equivalents and restricted cash

(253,732)

281,657

17,514

Balance, beginning of year

369,139

87,482

69,968

Balance, end of year

115,407

369,139

87,482

Cash paid during the year:

Interest

^[1]

35,717

42,672

40,895

Income taxes

15,127

7,392

816

Non-cash investing activity:

Capital assets purchased on account

4,435

5,272

3,205

Non-cash financing activity:

Equity consideration for merger with Pope Resources

172,640

Redeemable Operating Partnership Unit consideration for merger with Pope Resources

106,752

Noncontrolling interests in consolidated affiliates redemption of shares

^[2]

27,860

28,119

23,290

Large Disposition Of Timberlands

Adjustments to reconcile net income to cash provided by operating activities:

(16,606)

(44,784)

(28,655)

Adjustments to reconcile net income to cash provided by operating activities:

29,496

54,682

115,666

Timber Funds III And IV

(3,675)

Fund II Timberland Dispositions

31,014

Adjustments to reconcile net income to cash provided by operating activities:

(51,522)

Patronage refunds received, netted with interest paid

$ 0

$ 154,740

$ 0

[1]

Interest paid is presented net of patronage payments received of $6.0 million, $6.8 million and $4.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. For additional information on patronage payments, see Note 7 - Debt.

[2]

he New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $27.9 million and $28.1 million for the year ended 2022 and 2021, respectively. In 2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling interest share redemption of $5.1 million and a loan payable by the New Zealand subsidiary in the amount of $23.3 million. See Note 5 - Noncontrolling Interests and Note 7 - Debt for further information.

RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands

1 Months Ended

12 Months Ended

Jul. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

$ 6,000

$ 6,800

$ 4,700

Noncontrolling interests in consolidated affiliates redemption of shares

^[1]

27,860

28,119

23,290

Matariki Forestry Group | New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64%

Noncontrolling interests in consolidated affiliates redemption of shares

$ 28,100

Matariki Forestry Group | New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64% | Excluding Timber Funds

Noncontrolling interests in consolidated affiliates redemption of shares

$ 27,900

$ 28,100

23,300

Interest share redemption

$ 5,100

[1]

RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SALES (NOTE 3)	$ 909,072	$ 1,109,597	$ 859,154
Costs and Expenses
Cost of sales	(688,284)	(796,115)	(712,436)
Selling and general expenses	(64,670)	(57,791)	(50,645)
Other operating income (expense), net (Note 17)	9,704	14,084	(21,685)
Costs and Expenses	(743,250)	(839,822)	(784,766)
OPERATING INCOME	165,822	269,775	74,388
Interest expense	(36,207)	(44,907)	(38,768)
Interest and other miscellaneous income, net	2,565	280	1,173
INCOME BEFORE INCOME TAXES	132,180	225,148	36,793
Income tax expense (Note 20)	(9,389)	(14,661)	(7,009)
NET INCOME	122,791	210,487	29,784
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates	(13,321)	(53,421)	7,828
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	107,077	152,550	37,084
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax effect of $0, $0 and $0	(23,093)	(22,096)	28,272
Cash flow hedges, net of income tax effect of $555, $2,667 and $1,845	76,039	60,315	(61,055)
Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $0, $0 and $0	1,627	12,476	(925)
Total other comprehensive income (loss)	54,573	50,695	(33,708)
COMPREHENSIVE INCOME (LOSS)	177,364	261,182	(3,924)
Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates	(12,182)	(48,234)	1,393
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.	161,490	206,832	(5,599)
Rayonier Limited Partnership
SALES (NOTE 3)	909,072	1,109,597	859,154
Costs and Expenses
Cost of sales	(688,284)	(796,115)	(712,436)
Selling and general expenses	(64,670)	(57,791)	(50,645)
Other operating income (expense), net (Note 17)	9,704	14,084	(21,685)
Costs and Expenses	(743,250)	(839,822)	(784,766)
OPERATING INCOME	165,822	269,775	74,388
Interest expense	(36,207)	(44,907)	(38,768)
Interest and other miscellaneous income, net	2,565	280	1,173
INCOME BEFORE INCOME TAXES	132,180	225,148	36,793
Income tax expense (Note 20)	(9,389)	(14,661)	(7,009)
NET INCOME	122,791	210,487	29,784
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates	(13,321)	(53,421)	7,828
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	109,470	157,066	37,612
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net of income tax effect of $0, $0 and $0	(23,093)	(22,096)	28,272
Cash flow hedges, net of income tax effect of $555, $2,667 and $1,845	76,039	60,315	(61,055)
Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $0, $0 and $0	1,627	12,476	(925)
Total other comprehensive income (loss)	54,573	50,695	(33,708)
COMPREHENSIVE INCOME (LOSS)	177,364	261,182	(3,924)
Less: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates	(12,182)	(48,234)	1,393
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.	$ 165,182	$ 212,948	$ (2,531)
EARNINGS PER COMMON SHARE (NOTE 6)
Basic earnings per unit attributable to Rayonier, L.P. (in dollars per unit)	$ 0.73	$ 1.08	$ 0.28
Diluted earnings per unit attributable to Rayonier, L.P. (in dollars per unit)	$ 0.73	$ 1.08	$ 0.27
Rayonier Limited Partnership \| Limited Partners’ Capital
Costs and Expenses
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	$ 108,375	$ 155,495	$ 37,236
Rayonier Limited Partnership \| General Partners’ Capital
Costs and Expenses
NET INCOME ATTRIBUTABLE TO RAYONIER INC.	$ 1,095	$ 1,571	$ 376

RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Foreign currency translation adjustment, tax expense	$ 0	$ 0	$ 0
Cash flow hedges, tax expense	555	2,667	1,845
Actuarial change and amortization of pension and postretirement plans, tax expense	0	0	0
Rayonier Limited Partnership
Foreign currency translation adjustment, tax expense	0	0	0
Cash flow hedges, tax expense	555	2,667	1,845
Actuarial change and amortization of pension and postretirement plans, tax expense	$ 0	$ 0	$ 0

RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Total cash and cash equivalents	$ 114,255	$ 362,173
Accounts receivable, less allowance for doubtful accounts of $74 and $59	42,538	30,018
Inventory	23,729	28,523
Prepaid logging roads	14,893	14,286
Prepaid expenses	5,680	4,242
Assets held for sale	713	5,099
Other current assets	573	749
Total current assets	202,381	451,431
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	3,230,904	2,894,996
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS (NOTE 14)	115,097	106,878
PROPERTY, PLANT AND EQUIPMENT
Land	6,453	6,401
Buildings	31,020	31,168
Machinery and equipment	6,568	6,494
Construction in progress	653	460
Total property, plant and equipment, gross	44,694	44,523
Less—accumulated depreciation	(17,505)	(14,900)
Total property, plant and equipment, net	27,189	29,623
RIGHT-OF-USE ASSETS	97,167	101,837
OTHER ASSETS	115,481	50,966
TOTAL ASSETS	3,789,371	3,636,356
CURRENT LIABILITIES
Accounts payable	22,100	23,447
Current maturities of long-term debt	0	124,965
Accrued taxes	3,734	12,446
Accrued payroll and benefits	12,564	14,514
Accrued interest	5,920	6,343
Deferred revenue	22,762	17,802
Other current liabilities	28,247	25,863
Total current liabilities	95,327	231,721
LONG-TERM DEBT, NET	1,514,721	1,242,819
PENSION AND OTHER POSTRETIREMENT BENEFITS	8,510	10,478
LONG-TERM LEASE LIABILITY	88,756	93,416
OTHER NON-CURRENT LIABILITIES	95,582	108,521
COMMITMENTS AND CONTINGENCIES
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP	105,763	133,823
CAPITAL
Accumulated other comprehensive income (loss)	35,813	(19,604)
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP/ REDEEMABLE OPERATING PARTNERSHIP UNITS AND SHAREHOLDERS’ EQUITY/CAPITAL	3,789,371	3,636,356
Excluding Timber Funds
CURRENT ASSETS
Total cash and cash equivalents	114,255	358,680
PROPERTY, PLANT AND EQUIPMENT
RESTRICTED CASH, EXCLUDING TIMBER FUNDS	1,152	625
Timber Funds
CURRENT ASSETS
Total cash and cash equivalents	0	3,493
Restricted cash shown in the Consolidated Balance Sheets, Timber Funds	0	6,341
CURRENT LIABILITIES
Distribution payable, Timber Funds	0	6,341
Rayonier Limited Partnership
CURRENT ASSETS
Total cash and cash equivalents	114,255	362,173
Accounts receivable, less allowance for doubtful accounts of $74 and $59	42,538	30,018
Inventory	23,729	28,523
Prepaid logging roads	14,893	14,286
Prepaid expenses	5,680	4,242
Assets held for sale	713	5,099
Other current assets	573	749
Total current assets	202,381	451,431
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION	3,230,904	2,894,996
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS (NOTE 14)	115,097	106,878
PROPERTY, PLANT AND EQUIPMENT
Land	6,453	6,401
Buildings	31,020	31,168
Machinery and equipment	6,568	6,494
Construction in progress	653	460
Total property, plant and equipment, gross	44,694	44,523
Less—accumulated depreciation	(17,505)	(14,900)
Total property, plant and equipment, net	27,189	29,623
RIGHT-OF-USE ASSETS	97,167	101,837
OTHER ASSETS	115,481	50,966
TOTAL ASSETS	3,789,371	3,636,356
CURRENT LIABILITIES
Accounts payable	22,100	23,447
Current maturities of long-term debt	0	124,965
Accrued taxes	3,734	12,446
Accrued payroll and benefits	12,564	14,514
Accrued interest	5,920	6,343
Deferred revenue	22,762	17,802
Other current liabilities	28,247	25,863
Total current liabilities	95,327	231,721
LONG-TERM DEBT, NET	1,514,721	1,242,819
PENSION AND OTHER POSTRETIREMENT BENEFITS	8,510	10,478
LONG-TERM LEASE LIABILITY	88,756	93,416
OTHER NON-CURRENT LIABILITIES	95,582	108,521
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP	105,763	133,823
CAPITAL
General partners’ capital	18,251	17,872
Limited partners’ capital	1,806,895	1,769,367
Accumulated other comprehensive income (loss)	40,249	(15,463)
TOTAL CONTROLLING INTEREST CAPITAL	1,865,395	1,771,776
Noncontrolling interests in consolidated affiliates	15,317	43,802
TOTAL CAPITAL	1,880,712	1,815,578
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP/ REDEEMABLE OPERATING PARTNERSHIP UNITS AND SHAREHOLDERS’ EQUITY/CAPITAL	3,789,371	3,636,356
Rayonier Limited Partnership \| Excluding Timber Funds
CURRENT ASSETS
Total cash and cash equivalents	114,255	358,680
PROPERTY, PLANT AND EQUIPMENT
RESTRICTED CASH, EXCLUDING TIMBER FUNDS	1,152	625
Rayonier Limited Partnership \| Timber Funds
CURRENT ASSETS
Total cash and cash equivalents	0	3,493
Restricted cash shown in the Consolidated Balance Sheets, Timber Funds	0	6,341
CURRENT LIABILITIES
Distribution payable, Timber Funds	$ 0	$ 6,341

RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, allowance for doubtful accounts	$ 74	$ 59
Rayonier Limited Partnership
Accounts receivable, allowance for doubtful accounts	$ 74	$ 59
Redeemable operating partnership units, outstanding (in shares)	3,208,827	3,315,741

RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income	$ 122,791	$ 210,487	$ 29,784
Acquisition of noncontrolling interests in consolidated affiliates			333,366
Measurement period adjustment of noncontrolling interests in consolidated affiliates		9,690
Fund II carried interest incentive fee		(3,807)
Disposition of noncontrolling interests in consolidated affiliates		255,486
Foreign currency translation adjustment	(23,093)	(22,096)	28,272
Cash flow hedges	76,039	60,315	(61,055)
Distributions to noncontrolling interests in consolidated affiliates	(12,807)	(115,298)	(12,643)
Noncontrolling interests in consolidated affiliates redemption of unit equivalents	(27,860)	(28,119)	(28,403)
Rayonier Limited Partnership
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	1,815,578	1,862,645	1,537,642
Issuance of units associated with the merger with Pope Resources			172,418
Net income	122,791	210,487	29,784
Distributions on units	(169,570)	(158,249)	(149,875)
Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs	59,350	233,033	32,574
Issuance of units under incentive stock plans	2,466	6,029	1,589
Stock-based incentive compensation	12,356	9,277	8,026
Repurchase of units	(4,225)	(1,617)	(4,757)
Adjustment of Redeemable Operating Partnership Units	24,135	(44,378)	(23,864)
Acquisition of noncontrolling interests in consolidated affiliates			333,366
Conversion of units to common shares	3,925	40,676	496
Measurement period adjustment of noncontrolling interests in consolidated affiliates		9,690
Fund II carried interest incentive fee		(3,807)
Disposition of noncontrolling interests in consolidated affiliates		(255,486)
Actuarial change and amortization of pension and postretirement plan liabilities	1,627	12,476	(925)
Foreign currency translation adjustment	(23,093)	(22,096)	28,272
Cash flow hedges	76,039	60,315	(61,055)
Distributions to noncontrolling interests in consolidated affiliates	(12,807)	(115,298)	(12,643)
Noncontrolling interests in consolidated affiliates redemption of unit equivalents	(27,860)	(28,119)	(28,403)
Ending balance	1,880,712	1,815,578	1,862,645
Rayonier Limited Partnership \| Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	(15,463)	(71,345)	(31,202)
Actuarial change and amortization of pension and postretirement plan liabilities	1,627	12,476	(925)
Foreign currency translation adjustment	(22,282)	(18,487)	22,928
Cash flow hedges	76,367	61,893	(62,146)
Ending balance	40,249	(15,463)	(71,345)
Rayonier Limited Partnership \| Noncontrolling Interests in Consolidated Affiliates
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	43,802	388,588	97,661
Net income	13,321	53,421	(7,828)
Acquisition of noncontrolling interests in consolidated affiliates			333,366
Measurement period adjustment of noncontrolling interests in consolidated affiliates		9,690
Fund II carried interest incentive fee		(3,807)
Disposition of noncontrolling interests in consolidated affiliates		(255,486)
Foreign currency translation adjustment	(811)	(3,609)	5,344
Cash flow hedges	(328)	(1,578)	1,091
Distributions to noncontrolling interests in consolidated affiliates	(12,807)	(115,298)	(12,643)
Noncontrolling interests in consolidated affiliates redemption of unit equivalents	(27,860)	(28,119)	(28,403)
Ending balance	15,317	43,802	388,588
Rayonier Limited Partnership \| General Partners’ Capital \| Units
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	17,872	15,454	14,712
Issuance of units associated with the merger with Pope Resources			1,724
Net income	1,095	1,571	376
Distributions on units	(1,696)	(1,583)	(1,500)
Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs	593	2,330	326
Issuance of units under incentive stock plans	25	60	16
Stock-based incentive compensation	124	93	81
Repurchase of units	(42)	(16)	(47)
Adjustment of Redeemable Operating Partnership Units	241	(444)	(239)
Conversion of units to common shares	39	407	5
Ending balance	18,251	17,872	15,454
Rayonier Limited Partnership \| Limited Partners’ Capital \| Units
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	1,769,367	1,529,948	1,456,471
Issuance of units associated with the merger with Pope Resources			170,694
Net income	108,375	155,495	37,236
Distributions on units	(167,874)	(156,666)	(148,375)
Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs	58,757	230,703	32,248
Issuance of units under incentive stock plans	2,441	5,969	1,573
Stock-based incentive compensation	12,232	9,184	7,945
Repurchase of units	(4,183)	(1,601)	(4,710)
Adjustment of Redeemable Operating Partnership Units	23,894	(43,934)	(23,625)
Conversion of units to common shares	3,886	40,269	491
Ending balance	$ 1,806,895	$ 1,769,367	$ 1,529,948

RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Offering issuance costs	$ 1,100	$ 2,500	$ 799
Rayonier Limited Partnership
Distributions declared (in dollars per unit)	$ 1.125	$ 1.08	$ 1.08
Offering issuance costs	$ 1,100	$ 2,500	$ 799

RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

OPERATING ACTIVITIES

NET INCOME

$ 122,791

$ 210,487

$ 29,784

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization

147,339

155,722

164,996

Non-cash cost of land and improved development

28,374

24,976

30,368

Stock-based incentive compensation expense

12,356

9,277

8,026

Deferred income taxes

(5,352)

8,509

7,541

Amortization of losses from pension and postretirement plans

753

1,174

869

Timber write-offs due to casualty events

15,203

(3,807)

Changes in operating assets and liabilities, net of effects of merger with Pope Resources:

1,778

9,456

(11,100)

Receivables

(9,109)

17,239

(15,378)

Inventories

(4,335)

(503)

(1,448)

Accounts payable

1,144

(1,593)

5,668

All other operating activities

(9,943)

(5,846)

(1,700)

CASH PROVIDED BY OPERATING ACTIVITIES

269,190

325,110

204,174

Real estate development investments

Capital expenditures

(74,811)

(75,965)

(66,500)

(13,698)

(12,521)

(6,462)

Purchase of timberlands

(458,530)

(179,115)

(24,695)

Cash consideration for merger with Pope Resources, net of cash acquired

(231,068)

CASH USED FOR INVESTING ACTIVITIES

1,180

912

(584)

(516,363)

(26,253)

(213,643)

FINANCING ACTIVITIES

Issuance of debt

656,842

446,378

320,000

Repayment of debt

(531,842)

(420,000)

(152,000)

Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs

61,557

230,826

32,574

Debt issuance costs

(740)

(4,846)

(2,483)

Repurchase of common shares made under repurchase program

(3,152)

Noncontrolling interests in consolidated affiliates redemption of shares

(5,113)

Distributions to noncontrolling interests in consolidated affiliates

(19,434)

(108,956)

(12,643)

Make-whole fee on NWFCS debt prepayment

(6,234)

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES

(4,589)

(16,311)

27,002

EFFECT OF EXCHANGE RATE CHANGES ON CASH

(1,970)

(889)

(19)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Change in cash, cash equivalents and restricted cash

(253,732)

281,657

17,514

Balance, beginning of year

369,139

87,482

69,968

Balance, end of year

115,407

369,139

87,482

Cash paid during the year:

Interest

^[1]

35,717

42,672

40,895

Income taxes

15,127

7,392

816

Non-cash investing activity:

Capital assets purchased on account

4,435

5,272

3,205

Non-cash financing activity:

Redeemable Operating Partnership Unit consideration for merger with Pope Resources

106,752

Noncontrolling interests in consolidated affiliates redemption of shares

^[2]

27,860

28,119

23,290

Large Disposition Of Timberlands

Adjustments to reconcile net income to cash provided by operating activities:

(16,606)

(44,784)

(28,655)

Adjustments to reconcile net income to cash provided by operating activities:

29,496

54,682

115,666

Timber Funds III And IV

(3,675)

Fund II Timberland Dispositions

31,014

Adjustments to reconcile net income to cash provided by operating activities:

(51,522)

Rayonier Limited Partnership

154,740

OPERATING ACTIVITIES

NET INCOME

122,791

210,487

29,784

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization

147,339

155,722

164,996

Non-cash cost of land and improved development

28,374

24,976

30,368

Stock-based incentive compensation expense

12,356

9,277

8,026

Deferred income taxes

(5,352)

8,509

7,541

Amortization of losses from pension and postretirement plans

753

1,174

869

Timber write-offs due to casualty events

15,203

(3,807)

Changes in operating assets and liabilities, net of effects of merger with Pope Resources:

1,778

9,456

(11,100)

Receivables

(9,109)

17,239

(15,378)

Inventories

(4,335)

(503)

(1,448)

Accounts payable

1,144

(1,593)

5,668

All other operating activities

(9,943)

(5,846)

(1,700)

CASH PROVIDED BY OPERATING ACTIVITIES

269,190

325,110

204,174

Real estate development investments

Capital expenditures

(74,811)

(75,965)

(66,500)

(13,698)

(12,521)

(6,462)

Purchase of timberlands

(458,530)

(179,115)

(24,695)

Cash consideration for merger with Pope Resources, net of cash acquired

(231,068)

CASH USED FOR INVESTING ACTIVITIES

1,180

912

(584)

(516,363)

(26,253)

(213,643)

FINANCING ACTIVITIES

Issuance of debt

656,842

446,378

320,000

Repayment of debt

(531,842)

(420,000)

(152,000)

Distributions on units

(169,375)

(157,784)

(149,944)

Proceeds from the issuance of units under incentive stock plan

2,628

5,922

1,368

Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs

61,557

230,826

32,574

Repurchase of units to pay withholding taxes on vested incentive stock awards

(4,225)

(1,617)

(1,605)

Debt issuance costs

(740)

(4,846)

(2,483)

Repurchase of common shares made under repurchase program

(3,152)

Noncontrolling interests in consolidated affiliates redemption of shares

(5,113)

Distributions to noncontrolling interests in consolidated affiliates

(19,434)

(108,956)

(12,643)

Make-whole fee on NWFCS debt prepayment

(6,234)

CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES

(4,589)

(16,311)

27,002

EFFECT OF EXCHANGE RATE CHANGES ON CASH

(1,970)

(889)

(19)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Change in cash, cash equivalents and restricted cash

(253,732)

281,657

17,514

Balance, beginning of year

369,139

87,482

69,968

Balance, end of year

115,407

369,139

87,482

Cash paid during the year:

Interest

^[3]

35,717

42,672

40,895

Income taxes

15,127

7,392

816

Non-cash investing activity:

Capital assets purchased on account

4,435

5,272

3,205

Non-cash financing activity:

Unit consideration for merger with Pope Resources

172,640

Redeemable Operating Partnership Unit consideration for merger with Pope Resources

106,752

Noncontrolling interests in consolidated affiliates redemption of shares

^[4]

27,860

28,119

23,290

Rayonier Limited Partnership | Large Disposition Of Timberlands

Adjustments to reconcile net income to cash provided by operating activities:

(16,606)

(44,784)

(28,655)

Rayonier Limited Partnership | Timber Funds III And IV

29,496

54,682

115,666

Adjustments to reconcile net income to cash provided by operating activities:

(3,675)

Rayonier Limited Partnership | Fund II Timberland Dispositions

31,014

Adjustments to reconcile net income to cash provided by operating activities:

(51,522)

Patronage refunds received, netted with interest paid

$ 0

$ 154,740

$ 0

[1]	Interest paid is presented net of patronage payments received of $6.0 million, $6.8 million and $4.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. For additional information on patronage payments, see Note 7 - Debt.
[2]	he New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $27.9 million and $28.1 million for the year ended 2022 and 2021, respectively. In 2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling interest share redemption of $5.1 million and a loan payable by the New Zealand subsidiary in the amount of $23.3 million. See Note 5 - Noncontrolling Interests and Note 7 - Debt for further information.
[3]	Interest paid is presented net of patronage payments received of $6.0 million, $6.8 million and $4.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. For additional information on patronage payments, see Note 7 — Debt.
[4]	In 2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling interest share redemption of $5.1 million and a loan payable by the New Zealand subsidiary in the amount of $23.3 million. See Note 5 - Noncontrolling Interests and Note 7 - Debt for further information.

RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

$ 6,000

$ 6,800

$ 4,700

Noncontrolling interests in consolidated affiliates redemption of shares

^[1]

27,860

28,119

23,290

Matariki Forestry Group | New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64% | Excluding Timber Funds

Noncontrolling interests in consolidated affiliates redemption of shares

27,900

28,100

23,300

Interest share redemption

5,100

Rayonier Limited Partnership

Patronage refunds received, netted with interest paid

6,000

6,800

4,700

Noncontrolling interests in consolidated affiliates redemption of shares

^[2]

27,860

28,119

23,290

Rayonier Limited Partnership | Matariki Forestry Group | New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64% | Excluding Timber Funds

Noncontrolling interests in consolidated affiliates redemption of shares

$ 27,900

$ 28,100

23,300

Interest share redemption

$ 5,100

[1]

[2]

In 2020, the New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a noncontrolling interest share redemption of $5.1 million and a loan payable by the New Zealand subsidiary in the amount of $23.3 million. See Note 5 - Noncontrolling Interests and Note 7 - Debt for further information.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Rayonier Inc.'s Consolidated Financial Statements include the Operating Partnership, wholly-owned subsidiaries and entities in which the Company has a controlling interest. Rayonier, L.P.'s Consolidated Financial Statements include wholly-owned subsidiaries and entities in which the Operating Partnership has a controlling interest. For additional information regarding our consolidated entities with a noncontrolling interest component, see Note 5 - Noncontrolling Interests. All intercompany balances and transactions are eliminated.

As of December 31, 2022, the Company owned a 97.9% interest in the Operating Partnership, with the remaining 2.1% interest owned by limited partners of the Operating Partnership. As the sole general partner of the Operating Partnership, Rayonier Inc. has exclusive control of the day-to-day management of the Operating Partnership.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. There are risks inherent in estimating and therefore actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and other highly liquid investments with original maturities of three months or less.

ACCOUNTS RECEIVABLE

Accounts receivable are primarily amounts due to us for the sale of timber and are presented net of an allowance for doubtful accounts.

INVENTORY

Higher and better use (“HBU”) real estate properties that are expected to be sold within one year are included in inventory at the lower of cost or net realizable value. HBU properties that are expected to be sold after one year are included in a separate balance sheet line entitled “Higher and Better Use Timberlands and Real Estate Development Investments.” See below for additional information.

Inventory also includes logs available to be sold by the Trading segment. Log inventory is recorded at the lower of cost or net realizable value and expensed to cost of sales when sold to third-party buyers. Inventory also includes carbon unit inventory. Carbon unit inventory represents the basis in New Zealand carbon units intended to be sold in the next 12 months. See Note 15 — Inventory for additional information.

PREPAID LOGGING ROADS

In the Pacific Northwest and New Zealand, costs for roads built to access particular tracts to be harvested in the upcoming 24 months to 60 months are recorded as prepaid logging roads. We charge such costs to expense as timber is harvested using an amortization rate determined annually as the total cost of prepaid roads divided by the estimated tons of timber to be accessed by those roads. The prepaid balance is classified as short-term or long-term based on the upcoming harvest schedule. See Note 23 — Other Assets for additional information.

PATRONAGE DIVIDENDS

As a requirement of the Farm Credit Act, borrowers in the Farm Credit System are required to purchase equity in Farm Credit lenders. The equity balance primarily represents shares of Class A common stock in CoBank valued at $100 par value. CoBank equity purchases continue annually until a balance equal to 8% of our 10-year historical average loan balance at CoBank is obtained. Initially, a minimal equity purchase was made in cash upon the receipt of loan proceeds. Subsequently, equity purchases are made annually through patronage dividends, of which approximately 90% is cash and 10% is equity. The stock has no cash value until retired. As our loans are paid in full, the stock is generally retired over a 10-year loan base period beginning in the year following loan payoff.

Estimated cash and equity dividends are recognized as an offset to interest expense in the period earned. These estimates are calculated by applying the weighted average debt balance with each participating lender to a historical dividend rate. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change. See Note 7 — Debt and Note 23 — Other Assets for additional information.

DEFERRED FINANCING COSTS

Deferred financing costs related to revolving debt are capitalized and amortized to interest expense over the term of the revolving debt using a method that approximates the effective interest method. See Note 23 — Other Assets for additional information on deferred financing costs related to revolving debt. See Note 7 — Debt for additional information on deferred financing costs related to term debt.

CAPITALIZED SOFTWARE COSTS

Software costs are capitalized and amortized over a period not exceeding five years using the straight-line method. See Note 23 — Other Assets for additional information.

TIMBER AND TIMBERLANDS

Timber is stated at the lower of cost or net realizable value. Costs relating to acquiring, planting and growing timber including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies, are capitalized. A portion of timberland lease payments are capitalized based on the proportion of acres with merchantable timber volume remaining to be harvested under the lease term and the residual portion of the lease payments are expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities, while interest and other intangible costs are not capitalized. An annual depletion rate is established for each particular region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually. We charge accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold.

Upon the acquisition of timberland, we make a determination on whether to combine the newly acquired merchantable timber with an existing depletion pool or to create a new, separate pool. This determination is based on the geographic location of the new timber, the customers/markets that will be served and the species mix. If the acquisition is similar to an existing depletion pool, the cost of the acquired timber is combined and a new depletion rate is calculated for the pool. This determination and depletion rate adjustment normally occurs in the quarter following the acquisition.

HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS

HBU timberland is recorded at the lower of cost or net realizable value. These properties are managed as timberlands until sold or developed, with sales and depletion expense related to the harvesting of timber accounted for within the respective timber segment. At the time of sale, the cost basis of any unharvested timber is recorded as depletion expense, a component of cost of sales, within the Real Estate segment.

HBU timberland and real estate development investments expected to be sold within twelve months are recorded as inventory. See Note 14 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.

REAL ESTATE DEVELOPMENT INVESTMENTS

Real estate development investments include capitalized costs associated with the development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale. We capitalize interest on real estate projects under development based on the amount of underlying expenditures during the capitalization period. The period begins when activities necessary to ready a property for its intended use commence, typically when we begin the site work for land already owned, and ends when the improvement is substantially complete and ready for its intended use. Determination of when construction of a project is substantially complete and ready for its intended use is subjective and requires business judgement. As such, we determine when the capitalization period begins and ends through communication with project managers and others responsible for the tracking and oversight of individual projects.

IMPAIRMENT OF HBU TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS

We review our higher and better use timberlands and real estate development investments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment indicators for each development project are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs, and projected losses on expected future sales. Development projects have extended life cycles that may last 20 to 40 years, or longer, and have few long-term contractual cash flows. Development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value.

An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as construction costs and sales values that could differ materially from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount less costs to sell, an impairment provision is recorded to write-down the carrying amount of the asset to its fair value.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION

Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction and installation costs. We generally depreciate our assets, including office and transportation equipment, using the straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively.

Gains and losses on the sale or retirement of assets are included in operating income. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the amount the carrying value exceeds the fair value of the assets, which is based on a discounted cash flow model. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

LEASES

At inception, we determine if an arrangement is a lease and whether that lease meets the classification criteria of a finance or operating lease. Operating leases are included in right-of-use (“ROU”) assets, other current liabilities, and long-term lease liability in the Consolidated Balance Sheets. The income generated from our commercial and residential leases in Port Gamble are accounted for in accordance with Topic 842. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

RIGHT-OF-USE ASSETS IMPAIRMENT

Operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group to which the operating lease is assigned may not be recoverable. Recoverability of the asset group is evaluated based on forecasted undiscounted cash flows. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is compared to its carrying amount and an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value. A discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate are used to estimate the fair value of the asset group.

FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair value was established as follows:

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

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

ENVIRONMENTAL REMEDIATION LIABILITIES

We estimate future costs for known environmental remediation requirements and accrue for them on an undiscounted basis when it is probable that a liability has been incurred and the related costs can be reasonably estimated. We consider various factors when estimating our environmental liabilities, including construction contracts, proposed statements of work, project management, and other professional fees. We evaluate the adequacy of these liabilities on a quarterly basis. We make adjustments to the liabilities when additional information becomes available that affects the estimated costs to study or remediate any environmental matter. Legal investigation and defense costs incurred in connection with environmental contingencies are expensed as incurred. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable and does not exceed the amount of losses previously recorded. See Note 12 - Environmental and Natural Resource Damages Liabilities for more information.

GOODWILL

Goodwill represents the excess of the acquisition cost of the New Zealand Timber segment over the fair value of the net assets acquired. Goodwill is not amortized, but is periodically reviewed for impairment. An impairment test for this reporting unit’s goodwill is performed annually and whenever events or circumstances indicate that the value of goodwill may be impaired. We compare the fair value of the New Zealand Timber segment, using an independent valuation for the New Zealand forest assets, to its carrying value including goodwill. The independent valuation of the New Zealand forest assets is based on discounted cash flow models where the fair value is calculated using cash flows from sustainable forest management plans. The fair value of the forest assets is measured as the present value of cash flows from one growth cycle based on the productive forest land, taking into consideration environmental, operational, and market restrictions. These cash flow valuations involve a number of estimates that require broad assumptions and significant judgment regarding future performance. The annual impairment test was performed as of October 1, 2022; the estimated fair value of the New Zealand Timber segment exceeded its carrying value and no impairment was recorded. Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of goodwill since the initial recognition. See Note 23 — Other Assets for additional information.

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

The functional currency of our New Zealand-based operations is the New Zealand dollar. All assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the respective balance sheet dates. Translation gains and losses are recorded as a separate component of Accumulated Other Comprehensive Income (“AOCI”), within Shareholders’ Equity.

U.S. denominated transactions of the New Zealand subsidiary are remeasured into New Zealand dollars at the exchange rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges. All income statement items of the New Zealand subsidiary are translated into U.S. dollars for reporting purposes using monthly average exchange rates with translation gains and losses being recorded as a separate component of AOCI, within Shareholders’ Equity.

REDEEMABLE OPERATING PARTNERSHIP UNITS

Limited partners holding Redeemable Operating Partnership Units have the right to put any and all of the units to the Operating Partnership in exchange for Rayonier registered common shares, on a one-for-one basis, or cash, at Rayonier’s option. Consequently, these Redeemable Operating Partnership Units are classified outside of permanent partners’ capital in the Operating Partnership's accompanying balance sheets and the related noncontrolling interest is classified outside of permanent equity in the accompanying balance sheets of Rayonier. The recorded value of the Redeemable Operating Partnership Units is based on the higher of 1) initial carrying amount, increased or decreased for its share of net income or loss, other comprehensive income or loss, and dividend or 2) redemption value as measured by the closing price of Rayonier common stock on the balance sheet date multiplied by the total number of Redeemable Operating Partnership Units outstanding.

RELATED PARTY

We follow ASC 850, Related Party Disclosure, for the identification of related parties and disclosure of related party transactions. A party is considered to be related to us if the party, directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include principal owners, management and directors, as well as members of their immediate families or any other parties with which we may deal if one party to a transaction controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. See Note 25 – Related Party.

REVENUE RECOGNITION

We recognize revenues when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”). We generally satisfy performance obligations within a year of entering into a contract and therefore have applied the disclosure exemption found under ASC 606-10-50-14. Unsatisfied performance obligations as of December 31, 2022 are primarily due to advances on stumpage contracts, unearned license revenue and post-closing obligations on real estate sales. These performance obligations are expected to be satisfied within the next twelve months. We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component.

TIMBER SALES

Revenue from the sale of timber is recognized when control passes to the buyer. We utilize two primary methods or sales channels for the sale of timber – a stumpage/standing timber model and a delivered log model. The sales method we employ depends upon local market conditions and which method management believes will provide the best overall margins.

Under the stumpage model, standing timber is sold primarily under pay-as-cut contracts, with a specified duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber is severed and the sales volume is determined. We also sell stumpage under lump-sum contracts for specified parcels where we receive cash for the full agreed value of the timber prior to harvest and control passes to the buyer upon signing the contract. We retain interest in the land, slash products and the use of the land for recreational and other purposes. Any uncut timber remaining at the end of the contract period reverts to us. Revenue is recognized for lump-sum timber sales when payment is received, the contract is signed and control passes to the buyer. A third type of stumpage sale we utilize is an agreed-volume sale, whereby revenue is recognized using the output method, as periodic physical observations are made of the percentage of acreage harvested.

Under the delivered log model, we hire third-party loggers and haulers to harvest timber and deliver it to a buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers on open credit terms. Sales of export logs generally require a letter of credit from an approved bank. Revenue is recognized when the logs are delivered and control has passed to the buyer. For domestic log sales, control is considered passed to the buyer as the logs are delivered to the customer’s facility. For export log sales, control is considered passed to the buyer upon delivery onto the export vessel.

The following table summarizes revenue recognition and general payment terms for timber sales:

Contract Type

Performance
Obligation

Timing of
Revenue Recognition

General
Payment Terms

Stumpage Pay-as-Cut

Right to harvest a unit (i.e. ton, MBF, JAS m3) of standing timber

As timber is severed
(point-in-time)

Initial payment between

5% and 20% of estimated contract value; collection generally within 10 days of severance

Stumpage Lump Sum

Right to harvest an agreed upon acreage of standing timber

Contract execution
(point-in-time)

Full payment due upon contract execution

Stumpage Agreed Volume

Right to harvest an agreed upon volume of standing timber

As timber is severed
(over-time)

Payments made throughout contract term at the earlier of a specified harvest percentage or time elapsed

Delivered Wood (Domestic)

Delivery of a unit (i.e. ton, MBF, JAS m3) of timber to customer’s facility

Upon delivery to customer’s facility
(point-in-time)

No initial payment and on open credit terms; collection generally within 30 days of invoice

Delivered Wood (Export)

Delivery of a unit (i.e. ton, MBF, JAS m3) onto export vessel

Upon delivery onto export vessel
(point-in-time)

Letter of credit from an approved bank; collection generally within 30 days of delivery

NON-TIMBER SALES

Non-timber sales are primarily comprised of hunting and recreational licenses, carbon credits and other auxiliary income. Hunting and recreational license sales and any related costs are recognized ratably over the term of the agreement and included in “Sales” and “Cost of sales,” respectively. Payment is generally due upon contract execution. The New Zealand Emissions Trading Scheme (“NZ ETS”) incentivizes the lowering of greenhouse gas emissions by providing carbon credits to certain organizations that lower carbon emissions. Our New Zealand segment regularly sells carbon credits and recognizes income as they are sold to other carbon emitting entities.

LOG TRADING

Log trading revenue is generally recognized when procured logs are delivered to the buyer and control has passed. For domestic log trading, control is considered passed to the buyer as the logs are delivered to the customer’s facility. For export log trading, control is considered passed to the buyer upon delivery onto the export vessel. The Trading segment also includes sales from log agency contracts, whereby we act as an agent managing export services on behalf of third parties. Revenue for log agency fees are recognized net of related costs.

REAL ESTATE

We recognize revenue on sales of real estate generally at the point in time when cash has been received, the sale has closed and control has passed to the buyer. A deposit of 2% to 5% is generally required at the time a purchase and sale agreement is executed, with the balance due at closing. On sales of development real estate containing future performance obligations, revenue is recognized using the cost input method based on development costs incurred to date relative to the total development costs allocated to the contract with the customer. The aggregate amount of the transaction price allocated to unsatisfied obligations is recorded and presented in “Deferred revenue” in the Consolidated Balance Sheets.

COST OF SALES

Cost of sales associated with timber operations primarily include the cost basis of timber sold (depletion), logging and transportation costs (cut and haul) and ocean freight and demurrage costs (port and freight). Depletion includes the amortization of capitalized costs (site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs). Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, carbon basis and fire prevention.

Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the property that was conveyed to the buyer, any real estate development costs and any closing costs including sales commissions that may be borne by us. We expense closing costs, including sales commissions, when incurred for all real estate sales with future performance obligations expected to be satisfied within one year.

When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold through completion. Costs are allocated to each sold acre or lot based upon the relative sales value of each acre or lot as compared to the estimated sales value of the total project. For purposes of allocating development costs, estimates are reevaluated at least annually and more frequently if warranted by market conditions, changes in the project’s scope or other factors, with any adjustments being allocated prospectively to the remaining units available for sale.

EMPLOYEE BENEFIT PLANS

The determination of expense and funding requirements for our defined benefit pension plan, its unfunded excess pension plan and its postretirement life insurance plan are largely based on a number of actuarial assumptions. The key assumptions include discount rate, return on assets, mortality rates and longevity of employees. See Note 18 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the net periodic benefit cost for the year ended December 31, 2022.

Periodic pension and other postretirement expense is included in “Cost of sales,” “Selling and general expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and Comprehensive Income. The service cost component of net periodic benefit cost is included in “Cost of sales” and “Selling and general expenses” while the other components of net periodic benefit cost (interest cost, expected return on plan assets and amortization of losses or gains) are presented outside of income from operations in “Interest and other miscellaneous income, net.” At December 31, 2022 and 2021, our pension plans were in a net liability position (underfunded) of $7.2 million and $8.7 million, respectively. The estimated amount to be paid in the next 12 months is recorded in “Accrued payroll and benefits” on the Consolidated Balance Sheets, with the remainder recorded as a long-term liability in “Pension and Other Postretirement Benefits.” Changes in the funded status of our plans are recorded through other comprehensive (loss) income in the year in which the changes occur. We measure plan assets and benefit obligations as of the fiscal year-end. See Note 18 — Employee Benefit Plans for additional information.

INCOME TAXES

We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax benefits or consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using the enacted tax rate that is expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. We recognize the effect of a change in income tax rates on deferred tax assets and liabilities in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date of the rate change. We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more-likely-than-not that such deferred tax assets will not be realized.

In determining the provision for income taxes, we compute an annual effective income tax rate based on annual income by legal entity, permanent differences between book and tax, and statutory income tax rates by jurisdiction. Inherent in the effective tax rate is an assessment of the ultimate outcome of current period uncertain tax positions. We adjust our annual effective tax rate as additional information on outcomes or events becomes available. Discrete items such as taxing authority examination findings or legislative changes are recognized in the period in which they occur.

Our income tax returns are subject to audit by U.S. federal, state and foreign taxing authorities. In evaluating the tax benefits associated with various tax filing positions, we record a tax benefit for an uncertain tax position if it is more-likely-than-not to be realized upon ultimate settlement. We record a liability for an uncertain tax position that does not meet this criterion. Interest and penalties for an uncertain tax position are recognized in income tax expense. We adjust our liabilities for uncertain tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information become available. See Note 20 — Income Taxes for additional information.

ACCOUNTING PRONOUNCEMENTS

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848), which provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. We have previously elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. See Note 7 — Deb t and Note 8 — Derivative Financial Instruments and Hedging Activities for more information on our current year transition to SOFR.

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities to Contractual Sale Restrictions, which clarifies how the fair value of equity securities subject to contractual sale restrictions is determined, and amends ASC 820 to clarify that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

SUBSEQUENT EVENTS

On February 13, 2023, Cyclone Gabrielle came across the northeast coast of the North Island in New Zealand. As of the date of filing, we have begun assessing our exposure but are unable to reasonably quantify the extent of loss, which includes damages to roading infrastructure and timber in certain areas.

SEGMENT AND GEOGRAPHICAL INFORMATION

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT AND GEOGRAPHICAL INFORMATION

As of December 31, 2022 Rayonier operated in five reportable segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading. The previously reported Timber Funds segment was liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022. As a result, disclosure of Timber Funds segment results is not presented for 2022 while prior year results are presented for historical purposes.

Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. We evaluate financial performance based on segment operating income (loss) and Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”). Asset information is not reported by segment, as we do not produce asset information by segment internally.

Operating income as presented in the Consolidated Statements of Income and Comprehensive Income is equal to segment income. Certain income (loss) items in the Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include interest income (expense), miscellaneous income (expense) and income tax expense, are not considered by management to be part of segment operations and are included under “unallocated interest expense and other.”

Segment information for each of the three years ended December 31 follows:


	Sales by Product Line
	2022	2021	2020
Southern Timber	$264,201	$204,441	$191,831
Pacific Northwest Timber	162,237	143,021	120,809
New Zealand Timber	274,076	281,158	202,315
Timber Funds (a)	—	199,402	29,557
Real Estate
Improved Development	35,413	51,713	14,498
Unimproved Development	—	37,500	8,426
Rural	59,485	43,088	67,152
Timberland & Non-Strategic	11,400	44	19,255
Conservation Easements	—	3,855	3,099
Deferred Revenue/Other	1,239	(2,380)	888
Large Dispositions	30,471	56,048	116,027
Total Real Estate	138,008	189,868	229,345
Trading	70,952	95,364	88,973
Intersegment eliminations (b)	(402)	(3,657)	(3,676)
Total Sales	$909,072	$1,109,597	$859,154

(a)The years ended December 31, 2021 and December 31, 2020 include $159.1 million and $22.7 million, respectively, of sales attributable to noncontrolling interests in Timber Funds. Included in sales attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $125.4 million from Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds. The year ended December 31, 2021 also includes $31.4 million from Fund II Timberland Dispositions attributable to Rayonier.

(b)The years ended December 31, 2022, 2021 and 2020 include log marketing fees paid to our Trading segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales. The years ended December 31, 2021 and December 31, 2020 include the elimination of timberland investment management fees paid to us by the timber funds which were initially recognized as sales and cost of sales within the Timber Funds segment.


	Operating Income (Loss)
	2022	2021	2020
Southern Timber (a)	$96,616	$66,111	$41,247
Pacific Northwest Timber (b)	15,192	6,827	(9,979)
New Zealand Timber	30,621	51,513	29,984
Timber Funds (c)	—	63,219	(13,195)
Real Estate (d)	58,495	112,540	71,951
Trading	382	144	(462)
Corporate and other (e)	(35,484)	(30,579)	(45,158)
Total Operating Income	165,822	269,775	74,388
Unallocated interest expense and other	(33,642)	(44,627)	(37,595)
Total Income before Income Taxes	$132,180	$225,148	$36,793

(a)The year ended December 31, 2020 includes $6.0 million of timber write-offs resulting from casualty events. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.”

(b)The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.”

(c)The year ended December 31, 2021 includes $45.6 million of operating income attributable to noncontrolling interests in Timber Funds. Included in operating income attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $41.2 million of income from Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $10.3 million of income on Fund II Timberland Dispositions attributable to Rayonier and a $7.5 million gain on investment in Timber Funds. The year ended December 31, 2020 includes $11.6 million of operating loss attributable to noncontrolling interests in Timber Funds. Included in operating loss attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2020 is $7.3 million related to timber write-offs resulting from casualty events. The year ended December 31, 2020 also includes $1.8 million of timber write-offs resulting from casualty events attributable to Rayonier. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.”

(d)The year ended December 31, 2022 includes an $11.5 million gain associated with the multi-family apartment complex sale attributable to noncontrolling interests. The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests was recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Other operating income, net”. The years ended December 31, 2022, 2021 and 2020 include $16.6 million, $44.8 million and $28.7 million, respectively, from Large Dispositions.

(e)The year ended December 31, 2020 includes $17.2 million of integration and restructuring costs related to the merger with Pope Resources.


	Gross Capital Expenditures
	2022	2021	2020
Capital Expenditures (a)
Southern Timber	$39,301	$35,790	$35,505
Pacific Northwest Timber	16,770	16,585	11,367
New Zealand Timber	18,455	20,128	16,595
Timber Funds (b)	—	3,271	2,606
Real Estate	285	191	428

Corporate and other	—	—	—
Total capital expenditures	$74,811	$75,965	$66,500

Timberland Acquisitions (c)
Southern Timber	$457,770	$168,188	$24,241
Pacific Northwest Timber	26	—	—
New Zealand Timber	734	10,927	454



Total timberland acquisitions	$458,530	$179,115	$24,695

Total Gross Capital Expenditures	$533,341	$255,080	$91,195

(a)Excludes timberland acquisitions presented separately in addition to real estate development investments of $13.7 million, $12.5 million and $6.5 million in the years ended December 31, 2022, 2021 and 2020, respectively.

(b)The years ended December 31, 2021 and December 31, 2020 include $2.8 million and $2.3 million, respectively, of capital expenditures attributable to noncontrolling interests in Timber Funds.

(c)Excludes timberland acquired in the Pope Resources merger.


	Depreciation, Depletion and Amortization
	2022	2021	2020
Southern Timber	$60,298	$54,116	$61,827
Pacific Northwest Timber	48,024	50,487	47,107
New Zealand Timber	23,876	27,005	25,030
Timber Funds (a)	—	97,943	11,884
Real Estate (b)	22,216	17,746	53,093

Corporate and other	1,255	1,208	1,427
Total	$155,669	$248,505	$200,368

(a)The year ended December 31, 2021 includes $78.9 million of depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds. Included in depreciation, depletion, and amortization attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $66.4 million related to Fund II Timberland Dispositions. The year ended December 31, 2021 also includes $16.6 million related to Fund II Timberland Dispositions attributable to Rayonier. The year ended December 31, 2020 includes $10.3 million of depreciation, depletion and amortization attributable to noncontrolling interests in Timber Funds.

(b)The years ended December 31, 2022, 2021 and 2020 include $8.3 million, $9.8 million and $35.4 million, respectively, from Large Dispositions.


	Non-Cash Cost of Land and Improved Development
	2022	2021	2020



Timber Funds (a)	—	$20,239	—
Real Estate (b)	32,934	25,070	82,008


Total	$32,934	$45,309	$82,008

(a)The year ended December 31, 2021 includes $20.2 million of non-cash cost of land and improved development from Fund II Timberland Dispositions, of which $16.2 million was attributable to noncontrolling interests in Timber Funds and $4.0 million was attributable to Rayonier.

(b)The years ended December 31, 2022, 2021 and 2020 include $4.6 million, $0.1 million and $51.6 million, respectively, from Large Dispositions.


	Geographical Operating Information
	Sales			Operating Income			Identifiable Assets
	2022	2021	2020	2022	2021	2020	2022	2021
United States	$576,780	$732,995	$567,998	$135,900	$217,964	$44,877	$3,244,128	$3,046,707
New Zealand	332,292	376,602	291,156	29,922	51,811	29,511	545,243	589,649
Total	$909,072	$1,109,597	$859,154	$165,822	$269,775	$74,388	$3,789,371	$3,636,356

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Revenue from Contract with Customer [Abstract]

REVENUE

12 Months Ended

Dec. 31, 2022

REVENUE

Contract Balances

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

The following table summarizes revenue recognized during the years ended December 31, 2022 and 2021 that was included in the contract liability balance at the beginning of each year:


	Year Ended December 31,
	2022	2021
Revenue recognized from contract liability balance at the beginning of the year (a)	$16,148	$10,809

(a) Revenue recognized was primarily from hunting licenses, the use of advances on pay-as-cut timber sales, and performance obligations from development sales.

The following tables present our revenue from contracts with customers disaggregated by product type for the years ended December 31, 2022, 2021 and 2020:


Year Ended	Southern Timber	Pacific Northwest Timber	New Zealand Timber	Timber Funds	Real Estate	Trading	Elim.	Total
December 31, 2022
Pulpwood	$126,884	$15,094	$34,027	—	—	$7,178	—	$183,183
Sawtimber	92,512	141,541	219,082	—	—	62,116	—	515,251
Hardwood	17,216	—	—	—	—	—	—	17,216
Total Timber Sales	236,612	156,635	253,109	—	—	69,294	—	715,650
License Revenue, Primarily From Hunting	21,287	1,076	341	—	—	—	—	22,704
Other Non-Timber/Carbon Revenue	6,302	4,526	20,626	—	—	—	—	31,454
Agency Fee Income	—	—	—	—	—	1,256	—	1,256

Total Non-Timber Sales	27,589	5,602	20,967	—	—	1,256	—	55,414
Improved Development	—	—	—	—	35,413	—	—	35,413

Rural	—	—	—	—	59,485	—	—	59,485
Timberland & Non-Strategic	—	—	—	—	11,400	—	—	11,400

Deferred Revenue/Other (a)	—	—	—	—	(38)	—	—	(38)
Large Dispositions	—	—	—	—	30,471	—	—	30,471
Total Real Estate Sales	—	—	—	—	136,731	—	—	136,731
Revenue from Contracts with Customers	264,201	162,237	274,076	—	136,731	70,550	—	907,795
Lease Revenue	—	—	—	—	1,277	—	—	1,277
Intersegment	—	—	—	—	—	402	(402)	—
Total Revenue	$264,201	$162,237	$274,076	—	$138,008	$70,952	($402)	$909,072
December 31, 2021
Pulpwood	$95,995	$9,336	$42,836	$792	—	$11,369	—	$160,328
Sawtimber	79,154	127,768	237,262	38,042	—	82,276	—	564,502
Hardwood	4,671	—	—	—	—	—	—	4,671
Total Timber Sales	179,820	137,104	280,098	38,834	—	93,645	—	729,501
License Revenue, Primarily from Hunting	18,116	990	385	40	—	—	—	19,531
Other Non-Timber/Carbon Revenue	6,505	4,927	675	439	—	—	—	12,546
Agency Fee Income	—	—	—	—	—	1,399	—	1,399
Fund II Timberland Dispositions	—	—	—	156,752	—	—	—	156,752
Total Non-Timber Sales	24,621	5,917	1,060	157,231	—	1,399	—	190,228
Improved Development	—	—	—	—	51,713	—	—	51,713
Unimproved Development	—	—	—	—	37,500	—	—	37,500
Rural	—	—	—	—	43,088	—	—	43,088
Timberland & Non-Strategic	—	—	—	—	44	—	—	44
Conservation Easements	—	—	—	—	3,855	—	—	3,855
Deferred Revenue/Other (a)	—	—	—		(3,532)	—	—	(3,532)
Large Dispositions	—	—	—	—	56,048	—	—	56,048
Total Real Estate Sales	—	—	—	—	188,716	—	—	188,716
Revenue from Contracts with Customers	204,441	143,021	281,158	196,065	188,716	95,044	—	1,108,445
Lease Revenue	—	—	—	—	1,152	—	—	1,152
Intersegment	—	—	—	3,337	—	320	(3,657)	—
Total Revenue	$204,441	$143,021	$281,158	$199,402	$189,868	$95,364	($3,657)	$1,109,597

December 31, 2020
Pulpwood	$94,108	$10,581	$27,558	$784	—	$10,260	—	$143,291
Sawtimber	73,683	106,051	166,935	25,195	—	77,314	—	449,178
Hardwood	2,430	—	—	—	—	—	—	2,430
Total Timber Sales	170,221	116,632	194,493	25,979	—	87,574	—	594,899
License Revenue, Primarily from Hunting	17,765	843	307	17	—	—	—	18,932
Other Non-Timber/Carbon Revenue	3,845	3,334	7,515	124	—	—	—	14,818
Agency Fee Income	—	—	—	—	—	1,160	—	1,160
Total Non-Timber Sales	21,610	4,177	7,822	141	—	1,160	—	34,910
Improved Development	—	—	—	—	14,498	—	—	14,498
Unimproved Development	—	—	—	—	8,426	—	—	8,426
Rural	—	—	—	—	67,152	—	—	67,152
Timberland & Non-Strategic	—	—	—	—	19,255	—	—	19,255
Conservation Easements	—	—	—	—	3,099	—	—	3,099
Deferred Revenue/Other (a)	—	—	—	—	283	—	—	283
Large Dispositions	—	—	—	—	116,027	—	—	116,027
Total Real Estate Sales	—	—	—	—	228,740	—	—	228,740
Revenue from Contracts with Customers	191,831	120,809	202,315	26,120	228,740	88,734	—	858,549
Lease Revenue	—	—	—	—	605	—	—	605
Intersegment	—	—	—	3,437	—	239	(3,676)	—
Total Revenue	$191,831	$120,809	$202,315	$29,557	$229,345	$88,973	($3,676)	$859,154

(a) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales.

The following tables present our timber sales disaggregated by contract type for the years ended December 31, 2022, 2021 and 2020:


Year Ended	Southern Timber	Pacific Northwest Timber	New Zealand Timber	Timber Funds	Trading	Total
December 31, 2022
Stumpage Pay-as-Cut	$98,967	—	—	—	—	$98,967
Stumpage Lump Sum	1,022	7,770	—	—	—	8,792

Total Stumpage	99,989	7,770	—	—	—	107,759

Delivered Wood (Domestic)	125,136	137,421	62,068	—	2,310	326,935
Delivered Wood (Export)	11,487	11,444	191,041	—	66,984	280,956
Total Delivered	136,623	148,865	253,109	—	69,294	607,891

Total Timber Sales	$236,612	$156,635	$253,109	—	$69,294	$715,650

December 31, 2021
Stumpage Pay-as-Cut	$68,471	—	—	$768	—	$69,239
Stumpage Lump Sum	6,890	10,769	—	—	—	17,659

Total Stumpage	75,361	10,769	—	768	—	86,898

Delivered Wood (Domestic)	81,803	126,335	73,543	38,066	3,731	323,478
Delivered Wood (Export)	22,656	—	206,555	—	89,914	319,125
Total Delivered	104,459	126,335	280,098	38,066	93,645	642,603

Total Timber Sales	$179,820	$137,104	$280,098	$38,834	$93,645	$729,501

December 31, 2020
Stumpage Pay-as-Cut	$68,684	—	—	$1,731	—	$70,415
Stumpage Lump Sum	2,027	8,142	—	—	—	10,169

Total Stumpage	70,711	8,142	—	1,731	—	80,584

Delivered Wood (Domestic)	85,996	108,490	62,568	24,248	1,768	283,070
Delivered Wood (Export)	13,514	—	131,925	—	85,806	231,245
Total Delivered	99,510	108,490	194,493	24,248	87,574	514,315

Total Timber Sales	$170,221	$116,632	$194,493	$25,979	$87,574	$594,899

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Property, Plant and Equipment [Abstract]

TIMBERLAND ACQUISITIONS

12 Months Ended

Dec. 31, 2022

TIMBERLAND ACQUISITIONS

In December 2022, we completed the acquisitions of approximately 138,000 acres of high-quality commercial timberlands located in Texas, Georgia, Alabama, and Louisiana from Manulife Investment Management for approximately $454.5 million in the aggregate. We funded the acquisitions with incremental borrowings, cash on hand, and like-kind exchange proceeds. Additionally, in five transactions during 2022, we acquired approximately 2,000 acres of U.S. timberland located in Alabama, Florida, Georgia and Washington for an aggregate value of $3.3 million, which were primarily funded from operating cash flow.

During 2022, we also acquired approximately 1,000 acres of timberland (including approximately 400 acres of leased land) in New Zealand for approximately $0.7 million. These acquisitions were funded from operating cash flow.

In 2021, we acquired approximately 100,000 acres of U.S. timberland located in Florida, Georgia and Texas through seven transactions for an aggregate value of $168.2 million, which were funded from operating cash flow, proceeds from the sale of the Timber Funds business and use of the Company’s 2020 ATM Program. Additionally, during 2021, we acquired approximately 3,000 acres of timberland (including approximately 1,000 acres of leased land) in New Zealand for approximately $10.9 million. These acquisitions were funded from operating cash flow.

The following table summarizes the timberland acquisitions for the years ended December 31, 2022 and 2021:


	2022		2021
	Cost	Acres	Cost	Acres
Alabama	124,020	35,995	—	—
Florida	1,053	741	31,342	24,153
Georgia	130,124	28,514	38,339	24,776


Louisiana	24,373	9,110	—	—
Texas	178,200	65,226	98,507	51,568
Washington	26	20	—	—
New Zealand	734	1,409	10,927	2,676
Total Acquisitions	$458,530	141,015	$179,115	103,173

NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES

Matariki Forestry Group

We maintain a 77% controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns or leases approximately 417,000 legal acres of New Zealand timberland. Accordingly, we consolidate the New Zealand subsidiary’s balance sheet and results of operations. The portions of the consolidated financial position and results of operations attributable to the New Zealand subsidiary’s 23% noncontrolling interest are reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income under the caption “Net (income) loss attributable to noncontrolling interests in consolidated affiliates.” Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.

The following table sets forth the income attributable to the New Zealand subsidiary’s noncontrolling interests:


	2022	2021	2020
Net income attributable to noncontrolling interests in the New Zealand subsidiary	$2,966	$7,696	$4,920

Ferncliff Investors

We maintain an ownership interest in Ferncliff Investors, a real estate joint venture entity. In 2017, Ferncliff Management and Ferncliff Investors were formed for the purpose of raising capital from third parties to invest in an unconsolidated real estate joint venture entity, Bainbridge Landing LLC, for the development of a multi-family community containing apartments and townhouses on a five-acre parcel in Bainbridge Island, Washington. Ferncliff Management is the manager and 33.33% owner of Ferncliff Investors, with the remaining ownership interest in Ferncliff Investors held by third-party investors. Ferncliff Investors holds a 50% interest in Bainbridge Landing LLC, the joint venture entity that owns and is developing the property.

In 2022, Bainbridge Landing, LLC completed the planned sale of its multi-family apartment complex in Bainbridge Island, Washington for a purchase price of $65.5 million. The equity income related to the apartment complex sale was $16.0 million, of which $4.5 million was attributable to Rayonier. We recognized the gain on the sale in our Consolidated Statements of Income and Comprehensive Income under the caption “Other operating income, net.”

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

Noncontrolling interests in the operating partnership relate to the third-party ownership of redeemable operating partnership Units. Net income attributable to the noncontrolling interests in the operating partnership is computed by applying the weighted average redeemable operating partnership units outstanding during the period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income for the period. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the operating partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption.

The following table sets forth the Company’s noncontrolling interests in the operating partnership:


	2022	2021
Beginning noncontrolling interests in the operating partnership	$133,823	$130,121

Adjustment of noncontrolling interests in the operating partnership	(23,155)	42,530
Conversions of redeemable operating partnership units to common shares	(3,925)	(40,676)
Net income attributable to noncontrolling interests in the operating partnership	2,393	4,516
Other comprehensive income attributable to noncontrolling interests in the operating partnership	295	1,601
Distributions to noncontrolling interests in the operating partnership	(3,668)	(4,269)
Total noncontrolling interests in the operating partnership	$105,763	$133,823

EARNINGS PER SHARE AND PER UNIT

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE AND PER UNIT

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

The following table provides details of the calculations of basic and diluted earnings per common share of the Company for the three years ended December 31:


	2022	2021	2020
Earnings per common share - basic
Numerator:
Net Income	$122,791	$210,487	$29,784
Less: Net income attributable to noncontrolling interests in the operating partnership	(2,393)	(4,516)	(528)
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates	(13,321)	(53,421)	7,828
Net income attributable to Rayonier Inc.	$107,077	$152,550	$37,084
Denominator:
Denominator for basic earnings per common share - weighted average shares	146,209,847	140,812,882	133,865,867
Basic earnings per common share attributable to Rayonier Inc.:	$0.73	$1.08	$0.28
Earnings per common share - diluted
Numerator:
Net Income	$122,791	$210,487	$29,784
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates	(13,321)	(53,421)	7,828

Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership	$109,470	$157,066	$37,612
Denominator:
Denominator for basic earnings per common share - weighted average shares	146,209,847	140,812,882	133,865,867
Add: Dilutive effect of:
Stock options	5,132	8,727	633
Performance shares, restricted shares and restricted stock units	669,501	416,527	198,955
Noncontrolling interests in operating partnership units	3,268,473	4,062,725	2,877,447


Denominator for diluted earnings per common share - adjusted weighted average shares	150,152,953	145,300,861	136,942,902


Diluted earnings per common share attributable to Rayonier Inc.:	$0.73	$1.08	$0.27


	2022	2021	2020
Anti-dilutive shares excluded from computations of diluted earnings per share:
Stock options, performance shares, restricted shares and restricted stock units	103,514	149,705	450,551

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

The following table provides details of the calculations of basic and diluted earnings per unit of the Operating Partnership for the three years ended December 31:


	2022	2021	2020
Earnings per unit - basic
Numerator:
Net Income	$122,791	$210,487	$29,784
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates	(13,321)	(53,421)	7,828
Net income available to unitholders	$109,470	$157,066	$37,612
Denominator:
Denominator for basic earnings per unit - weighted average units	149,478,320	144,875,607	136,743,314
Basic earnings per unit attributable to Rayonier, L.P.:	$0.73	$1.08	$0.28
Earnings per unit - diluted
Numerator:
Net Income	$122,791	$210,487	$29,784
Less: Net (income) loss attributable to noncontrolling interests in consolidated affiliates	(13,321)	(53,421)	7,828

Net income available to unitholders	$109,470	$157,066	$37,612
Denominator:
Denominator for basic earnings per unit - weighted average units	149,478,320	144,875,607	136,743,314
Add: Dilutive effect of unit equivalents:
Stock options	5,132	8,727	633
Performance shares, restricted shares and restricted stock units	669,501	416,527	198,955


Denominator for diluted earnings per unit - adjusted weighted average units	150,152,953	145,300,861	136,942,902


Diluted earnings per unit attributable to Rayonier, L.P.	$0.73	$1.08	$0.27


	2022	2021	2020
Anti-dilutive unit equivalents excluded from computations of diluted earnings per unit:
Stock options, performance shares, restricted shares and restricted stock units	103,514	149,705	450,551

DEBT

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT

Our debt consisted of the following at December 31, 2022 and 2021:


	2022	2021
Debt:
Senior Notes due 2031 at a fixed interest rate of 2.75%	$450,000	$450,000
2015 Term Loan Facility borrowings due 2028 at a variable interest rate of 5.4% at December 31, 2022	350,000	350,000
2022 Incremental Term Loan Facility borrowings due 2027 at a variable interest rate of 5.21% at December 31, 2022	250,000	—
2016 Incremental Term Loan Facility borrowings due 2026 at a variable interest rate of 5.54% at December 31, 2022	200,000	200,000
2021 Incremental Term Loan Facility borrowings due 2029 at a variable interest rate of 5.35% at December 31, 2022	200,000	—

New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64%	25,586	27,519
New Zealand subsidiary noncontrolling interest shareholder loan due 2027 at a fixed interest rate of 6.48%	25,586	—
New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed interest rate of 2.95%	21,931	23,588
Senior Notes due 2022 at a fixed interest rate of 3.75%	—	325,000





Total principal debt	1,523,103	1,376,107

Less: Unamortized discounts	(3,104)	(3,426)
Less: Current maturities of long-term debt	—	(124,965)
Less: Deferred financing costs	(5,278)	(4,897)
Total long-term debt	$1,514,721	$1,242,819

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



2023			—
2024			—
2025			21,931
2026			225,586
2027			275,586
Thereafter			1,000,000
Total debt			$1,523,103

2.75% SENIOR NOTES ISSUED MAY 2021

In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031, guaranteed by certain subsidiaries. Semi-annual payments of interest only are due on these notes through maturity. The Senior Notes due 2031 were sold at an issue price of 99.195% of their face value, before underwriters discount. Our net proceeds after deducting approximately $3.9 million of underwriting discounts and expenses, were approximately $442.5 million. The discount and debt issuance costs are being amortized to interest expense over the term of the notes using the effective interest method.

TERM CREDIT AGREEMENTS

We have entered into several credit agreements with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit Institutions. Our various term credit facilities issued through the Farm Credit System provide for annual patronage payments, which are profit distributions made by the cooperative to its member-users based on the quantity or value of business done with the member-user.

In December 2022, we amended all of our term credit agreements to convert the interest rate benchmark from LIBOR to Daily Simple SOFR plus a credit spread adjustment. While all of our term credit facilities provide for variable interest rates based on a spread over Daily Simple SOFR, we have entered into multiple interest rate swap agreements to fix portions of our variable rate exposure. For each credit facility described below, we provide our estimated effective interest rate after consideration of estimated patronage payments and interest rate swaps.

2015 TERM LOAN AGREEMENT

In August 2015, we entered into a credit agreement with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions and other commercial banks to provide $550 million of credit facilities, including a nine-year $350 million term loan facility (“2015 Term Loan Facility”). The periodic interest rate on the 2015 Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement. As of December 31, 2022, the periodic interest rate on the 2015 Term Loan Facility was Daily Simple SOFR plus 1.6% plus a credit spread adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 3.0% after consideration of the interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities.

2022 INCREMENTAL TERM LOAN AGREEMENT

In December 2022, we entered into an Incremental Term Loan Agreement to provide a five-year $250 million senior unsecured incremental term loan facility (“2022 Incremental Term Loan Facility”). The proceeds from the 2022 Incremental Term Loan Facility were used to partially fund our acquisition of high-quality commercial timberlands located in Texas, Georgia, Alabama and Louisiana for an aggregate purchase price of approximately $454.5 million, after customary purchase price adjustments at closing. The periodic interest rate on the 2022 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement. As of December 31, 2022, the periodic interest rate on the 2022 Incremental Term Loan Facility was Daily Simple SOFR plus 1.6% plus a credit spread adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 4.9% after consideration of interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities.

2016 INCREMENTAL TERM LOAN AGREEMENT

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

2021 INCREMENTAL TERM LOAN AGREEMENT

In June 2021, we entered into an Incremental Term Loan Agreement, which provided us the ability to make an advance of $200 million on or before June 1, 2022. In January 2022, we made a $200 million draw on our 2021 Incremental Term Loan Facility. Proceeds from the 2021 Incremental Term Loan Facility were used to repay the outstanding principal on our Revolving Credit Facility, which was used to fund the repayment of the Senior Notes due 2022. The periodic interest rate on the 2021 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement. As of December 31, 2022, the periodic interest rate on the 2021 Incremental Term Loan Facility was Daily Simple SOFR plus 1.55% plus a credit spread adjustment of 0.1%. Monthly payments of interest only are due on this loan through maturity. We estimate the effective interest rate on this term loan facility to be approximately 1.5% after consideration of interest rate swaps and estimated patronage refunds. For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities.

REVOLVING CREDIT FACILITY

In December 2022, we amended the $300 million Revolving Credit Facility to convert the interest rate benchmark from LIBOR to Daily Simple SOFR plus a credit spread adjustment. The periodic interest rate on the Revolving Credit Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement. As of December 31, 2022, the periodic interest rate on the Revolving Credit Facility was Daily Simple SOFR plus 1.25% plus a credit spread adjustment of 0.1%, with an unused commitment fee of 0.175%. Monthly payments of interest only are due on this loan through maturity. See Note 23 — Other Assets for additional information about deferred financing costs related to revolving debt.

During the year ended December 31, 2022, we made borrowings and repayments of $200 million. At December 31, 2022, we had available borrowings of $296.2 million, net of $3.8 million to secure our outstanding letters of credit.

3.75% SENIOR NOTES ISSUED MARCH 2012

In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022. In January 2022, we repaid the $325 million outstanding on the Senior Notes due 2022.

NEW ZEALAND SUBSIDIARY DEBT

WORKING CAPITAL FACILITY

In June 2022, the New Zealand subsidiary renewed its NZ$20 million working capital facility for an additional 12-month term. The facility is available for short-term operating cash flow needs of the New Zealand subsidiary. This facility holds a variable interest rate indexed to the 90-day New Zealand Bank Bill rate (“BKBM”). The margins are set for the term of the facility. During the year ended December 31, 2022, the New Zealand subsidiary made borrowings and repayments of $7.1 million, net of changes in exchange rates, on its working capital facility. At December 31, 2022, there was no outstanding balance on the facility.

SHAREHOLDER LOANS

The New Zealand subsidiary periodically makes capital distributions to its partners on a pro rata basis to redeem certain equity interests, which are reinvested by the partners into shareholder loans to the New Zealand subsidiary. Our capital distribution and portion of the shareholder loan are eliminated in consolidation. The capital distribution to the minority shareholder and its reinvestment in the shareholder loan results in the recording of a loan payable by the New Zealand subsidiary. Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder loan since its inception. See Note 5 — Noncontrolling Interests for more information regarding the New Zealand subsidiary.

SHAREHOLDER LOAN DUE 2026

In July 2021, the New Zealand subsidiary recorded of a loan payable in the amount of $28.1 million due in 2026 at a fixed interest rate of 3.64%. As of December 31, 2022, the outstanding balance is $25.6 million.

SHAREHOLDER LOAN DUE 2027

In April 2022, the New Zealand subsidiary recorded a loan payable in the amount of $27.9 million due in 2027 at a fixed interest rate of 6.48%. As of December 31, 2022, the outstanding balance is $25.6 million.

SHAREHOLDER LOAN DUE 2025

In September 2020, the New Zealand subsidiary recorded a loan payable in the amount of $23.3 million due in 2025 at a fixed interest rate of 2.95%. As of December 31, 2022, the outstanding balance is $21.9 million.

DEBT COVENANTS

In connection with our Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, 2022 Incremental Term Loan Agreement and Revolving Credit Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios.

The covenants listed below, which are the most significant financial covenants in effect as of December 31, 2022, are calculated on a trailing 12-month basis:


	Covenant Requirement		Actual Ratio		Favorable
Covenant EBITDA to consolidated interest expense should not be less than	2.5 to 1		9.9 to 1		7.4
Covenant debt to covenant net worth plus covenant debt shall not exceed	65	%	45	%	20	%

In addition to these financial covenants listed above, the Senior Notes due 2031, Term Credit Agreement, Incremental Term Loan Agreement, 2021 Incremental Term Loan Facility, 2022 Incremental Term Loan Facility, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others. At December 31, 2022, we were in compliance with all applicable covenants.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

12 Months Ended

Dec. 31, 2022

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Accounting for derivative financial instruments is governed by ASC Topic 815, Derivatives and Hedging, (“ASC 815”). In accordance with ASC 815, we record our derivative instruments at fair value as either assets or liabilities in the Consolidated Balance Sheets. Changes in the instruments’ fair value are accounted for based on their intended use. Gains and losses on derivatives that are designated and qualify for cash flow hedge accounting are recorded as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the hedged transaction materializes. Gains and losses on derivatives that are designated and qualify for net investment hedge accounting are recorded as a component of AOCI and will not be reclassified into earnings until the investment is partially or completely liquidated. The changes in the fair value of derivatives not designated as hedging instruments and those which are no longer effective as hedging instruments, are recognized immediately in earnings.

FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS

Our New Zealand subsidiary’s domestic sales and operating expenses are predominately denominated in New Zealand dollars, while its export sales, shareholder distributions and ocean freight payments are predominately denominated in U.S. dollars. To the extent New Zealand dollar costs exceed New Zealand dollar revenues (the “foreign exchange exposure”), the New Zealand subsidiary manages the foreign exchange exposure through the use of derivative financial instruments. It typically hedges a portion of export sales receipts to cover 50% to 90% of the projected foreign exchange exposure for the following 12 months, up to 75% for the forward 12 to 18 months and up to 50% for the forward 18 to 24 months. Additionally, it will occasionally hedge export sales receipts to cover up to 50% of the foreign exchange exposure for the forward 24 to 48 months when the New Zealand dollar is at a cyclical low versus the U.S. dollar. The New Zealand subsidiary’s trading operations typically hedge a portion of export sales receipts to cover the projected foreign exchange exposure for the following three months. As of December 31, 2022, foreign currency exchange contracts and foreign currency option contracts had maturity dates through September 2025 and October 2025, respectively.

Foreign currency exchange and option contracts hedging foreign currency risk qualify for cash flow hedge accounting. We may de-designate these cash flow hedge relationships in advance or at the occurrence of the forecasted transaction. The portion of gains or losses on the derivative instrument previously accumulated in other comprehensive income for de-designated hedges remains in accumulated other comprehensive income until the forecasted transaction affects earnings. Changes in the value of derivative instruments after de-designation are recorded in earnings.

INTEREST RATE PRODUCTS

We are exposed to cash flow interest rate risk on our variable-rate debt. We use variable-to-fixed interest rate swaps and forward-starting interest rate swap agreements to hedge this exposure. For these derivative instruments, we report the gains/losses from the fluctuations in the fair market value of the hedges in AOCI and reclassify them to earnings as interest expense in the same period in which the hedged interest payments affect earnings.

To the extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item continues to exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in AOCI and is amortized using the straight-line method through interest expense over the remaining life of the hedged item. To the extent the associated hedged item is no longer effective, the gain or loss is reclassified out of AOCI to earnings immediately.

In November 2022, we entered into a new $100 million forward-starting interest rate swap agreement, benchmarked to the Secured Overnight Financing Rate (“SOFR”), in anticipation of the new $250 million incremental term loan, which closed in December 2022. See Note 7 — Debt for additional information.

In December 2022, through a fifth amendment to the Incremental Term Loan Agreement with our primary lender, we converted all our outstanding London Inter-Bank Offered Rate (“LIBOR”) indexed term loans, in the aggregate principal amount of $750 million, to SOFR indexed rates. In conjunction with amending our Term Loan Agreement, we also concurrently modified the benchmark rate from LIBOR to Daily Simple SOFR in our active interest rate swap agreements with a total notional amount of $750 million. The conversion of these debt and interest rate swap instruments did not have a material impact on our financial position or operating results.

As of December 31, 2022, our forward-starting interest rate swap agreements with a total notional amount of $150 million continue to use LIBOR as the interest rate benchmark.

INTEREST RATE SWAPS

The following table contains information on the outstanding interest rate swaps as of December 31, 2022:


Outstanding Interest Rate Swaps (a)
Date Entered Into	Term	Notional Amount	Related Debt Facility	Fixed Rate of Swap		Bank Margin on Debt (b)		Total Effective Interest Rate (c)
August 2015	9 years	$170,000	Term Credit Agreement	2.10	%	1.70	%	3.80	%
August 2015	9 years	180,000	Term Credit Agreement	2.26	%	1.70	%	3.96	%
April 2016	10 years	100,000	Incremental Term Loan	1.50	%	1.75	%	3.25	%
April 2016	10 years	100,000	Incremental Term Loan	1.51	%	1.75	%	3.26	%
May 2021 (d)	7 years	200,000	2021 Incremental Term Loan Facility	0.67	%	1.65	%	2.32	%
December 2022 (e)	5 years	100,000	2022 Incremental Term Loan Facility	3.72	%	1.70	%	5.42	%

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

(b) Includes the SOFR Credit Spread Adjustment component allotted to banks during the transition from LIBOR period.

(d) On February 1, 2022, our $200 million notional forward-starting interest rate swap matured into an active interest rate swap. See Note 7 - Debt for additional information.

(e) On December 1, 2022 our $100 million notional forward-starting interest rate swap matured into an active interest rate swap. See Note 7 - Debt for additional information.

FORWARD-STARTING INTEREST RATE SWAPS

The following table contains information on the outstanding forward-starting interest rate swaps as of December 31, 2022:

Outstanding Forward-Starting Interest Rate Swaps (a)

Date Entered Into

Term

Notional Amount

Fixed Rate of Swap

Related Debt Facility

Forward Date

Maximum Period Ending for Forecasted Issuance Date

April 2020

4 years

$100,000

0.88

Term Credit Agreement

August 2024

N/A

May 2020

4 years

50,000

0.74

Term Credit Agreement

August 2024

N/A

(a) All forward-starting interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.

CARBON OPTIONS

The New Zealand subsidiary enters into carbon options from time to time to sell carbon assets. Changes in fair value of the carbon option contracts are recorded in “Interest and other miscellaneous income, net” as the contracts do not qualify for hedge accounting treatment. As of December 31, 2022, all existing carbon option contracts have expired.

The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020.


	Location on Statement of Income and Comprehensive Income	2022	2021	2020
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts	Other comprehensive income (loss)	$5,093	($10,939)	$7,699
	Other operating income, net	(7,682)	2,974	(2,323)
Foreign currency option contracts	Other comprehensive income (loss)	610	(2,733)	1,181
	Other operating income, net	—	1,177	30
Interest rate products	Other comprehensive income (loss)	75,006	52,478	(76,567)
	Interest expense, net	2,459	14,694	10,769





Derivatives not designated as hedging instruments:

Carbon options	Interest and other miscellaneous income, net	—	—	$563

During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $19.7 million. The following table contains details of the amounts expected to be reclassified into earnings:


			Amount expected to be reclassified into earnings in next 12 months

Derivatives designated as cash flow hedges:
Foreign currency exchange contracts			($3,909)
Foreign currency option contracts			(203)
Interest rate products			23,810
Total estimated gain on derivatives contracts			$19,698

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2022 and 2021:


	Notional Amount
	2022	2021
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts	$138,250	$149,250
Foreign currency option contracts	78,000	14,000
Interest rate swaps	850,000	550,000
Forward-starting interest rate swaps	150,000	350,000

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2022 and 2021. Changes in balances of derivative financial instruments are recorded as operating activities in the Consolidated Statements of Cash Flows:


		Fair Value Assets (Liabilities) (a)
	Location on Balance Sheet	2022	2021
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts	Other current assets	$25	$721
	Other assets	1,303	86
	Other current liabilities	(5,457)	(2,061)
	Other non-current liabilities	(410)	(694)
Foreign currency option contracts	Other current assets	66	—
	Other assets	2,131	228
	Other current liabilities	(347)	—
	Other non-current liabilities	(1,281)	(270)

Interest rate swaps	Other assets	60,843	—
	Other non-current liabilities	(51)	(15,582)
Forward-starting interest rate swaps	Other assets	11,939	11,482







Total derivative contracts:
Other current assets		$91	$721
Other assets		76,216	11,796
Total derivative assets		$76,307	$12,517

Other current liabilities		(5,804)	(2,061)
Other non-current liabilities		(1,742)	(16,546)
Total derivative liabilities		($7,546)	($18,607)

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

OFFSETTING DERIVATIVES

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

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

The following table presents the carrying amount and estimated fair values of our financial instruments at December 31, 2022 and 2021, using market information and what we believe to be appropriate valuation methodologies under GAAP:


	December 31, 2022			December 31, 2021
	Carrying Amount	Fair Value		Carrying Amount	Fair Value
Asset (Liability) (a)		Level 1	Level 2		Level 1	Level 2
Cash and cash equivalents, excluding Timber Funds	$114,255	$114,255	—	$358,680	$358,680	—
Cash and cash equivalents, Timber Funds	—	—	—	3,493	3,493	—
Restricted cash, Timber Funds (b)	—	—	—	6,341	6,341	—
Restricted cash, excluding Timber Funds (c)	1,152	1,152	—	625	625	—
Current maturities of long-term debt (d)	—	—	—	(124,965)	—	(125,288)

Long-term debt (d)	(1,514,721)	—	(1,438,736)	(1,242,819)	—	(1,245,148)

Interest rate swaps (e)	60,792	—	60,792	(15,582)	—	(15,582)
Forward-starting interest rate swaps (e)	11,939	—	11,939	11,482	—	11,482
Foreign currency exchange contracts (e)	(4,539)	—	(4,539)	(1,948)	—	(1,948)
Foreign currency option contracts (e)	569	—	569	(42)	—	(42)


Noncontrolling interests in the operating partnership (f)	105,763	105,763	—	133,823	133,823	—

(a)We did not have Level 3 assets or liabilities at December 31, 2022 and 2021.

(b)Restricted cash, Timber Funds represents the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests. See Note 21 - Restricted Cash for additional information.

(c)Restricted cash, excluding Timber Funds represents proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow. See Note 21 - Restricted Cash for additional information.

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

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

(f)Noncontrolling interests in the operating partnership is neither an asset nor liability and is classified as temporary equity in the Company’s Consolidated Balance Sheets. This relates to the ownership of Rayonier, L.P. units by various individuals and entities other than the Company. See Note 5 — Noncontrolling Interests for additional information.

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

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

Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value.

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

Foreign currency exchange contracts — The fair value of foreign currency exchange contracts is determined by a mark-to-market valuation, which estimates fair value by discounting the difference between the contracted forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate.

Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing model.

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

Commitments and Contingencies Disclosure [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

COMMITMENTS

12 Months Ended

Dec. 31, 2022

COMMITMENTS

At December 31, 2022, the future minimum payments under non-cancellable commitments were as follows:


	Environmental Remediation (a)	Development Projects (b)	Commitments (c)	Total
2023	$1,175	$26,996	$6,301	$34,472
2024	9,775	911	955	11,641
2025	392	267	114	773
2026	842	267	2	1,111
2027	581	267	2	850
Thereafter	2,828	3,506	—	6,334
	$15,593	$32,214	$7,374	$55,181

(a)Environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages (NRD) in Port Gamble, Washington. See Note 12 - Environmental and Natural Resource Damage Liabilities for additional information.

(b)Primarily consisting of payments expected to be made on our Wildlight and Heartwood development projects.

(c)Commitments include payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations.

CONTINGENCIES	12 Months Ended
CONTINGENCIES	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIESWe have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow.

ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES

12 Months Ended

Dec. 31, 2022

Environmental Remediation Obligations [Abstract]

ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES

ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIESVarious federal and state environmental laws in the states in which we operate place cleanup or restoration liability on the current and former owners of affected real estate. These laws are often a source of “strict liability,” meaning that an owner or operator need not necessarily have caused, or even been aware of, the release of contaminated materials. Similarly, there are certain environmental laws that allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover damage for injuries to natural resources. Like the liability that attaches to current property owners in the cleanup context, liability for natural resource damages (“NRD”) can attach to a property simply because an injury to natural resources resulted from releases of contaminated materials on the owner’s property, regardless of culpability for the release.

Changes in environmental and NRD liabilities from December 31, 2021 to December 31, 2022 are shown below:


			Port Gamble, WA
Non-current portion at December 31, 2021			$10,110
Plus: Current portion			695
Total Balance at December 31, 2021			10,805
Expenditures charged to liabilities			(812)
Increase in liabilities (a)			5,600

Total Balance at December 31, 2022			15,593
Less: Current portion			(1,175)
Non-current portion at December 31, 2022			$14,418

(a)Increase in liabilities includes $4.9 million related to revised environmental and NRD cost estimates recorded in the fourth quarter of 2022.

We periodically examine whether the contingent liabilities related to the environmental matters described above are probable and reasonably estimable based on experience and ongoing developments in those matters, including continued study and analysis of ongoing remediation obligations. During the three months ended December 31, 2022, with the assistance of independent environmental consultants and taking into consideration inflation, investigation and remediation actions previously completed, new information available during the period and ongoing discussions with the Trustees, we completed a comprehensive long-term analysis and cost assessment related to our ongoing environmental remediation and NRD obligations. As a result of this analysis, we increased the accrual for environmental and NRD liabilities by $4.9 million, which are recorded on an undiscounted basis. We expect to pay the amounts recorded over an estimated period of up to 20 years.

It is expected that the upland millsite cleanup and NRD restoration will occur over the next one to two years, while the monitoring of the Port Gamble Bay, mill site and landfills will continue for an additional 15 to 20 years. NRD costs are subject to change as the scope of the restoration projects become more clearly defined. It is reasonably possible that these components of the liability may increase as the project progresses. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount. For further information on the timing and amount of future payments related to our environmental remediation liabilities, see Note 10 - Commitments.

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

The entire disclosure for environmental loss contingencies, such as presence of hazardous waste, relevant information from reports issued by regulators, and estimated costs to achieve compliance with regulatory requirements. This element may be used for all of an entity's disclosures about environmental loss contingencies.

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HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS

GUARANTEES

12 Months Ended

Dec. 31, 2022

Guarantees [Abstract]

GUARANTEES

We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies. As of December 31, 2022, the following financial guarantees were outstanding:


Financial Commitments (a)			Maximum Potential Payment
Standby letters of credit (b)			$3,779

Surety bonds (c)			22,866
Total financial commitments			$26,645

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

(b)Approximately $2.9 million of the standby letters of credit serve as credit support for real estate construction at the Company’s Wildlight development project. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation. These letters of credit will expire at various dates during 2023 and will be renewed as required.

(c)Surety bonds are issued primarily to secure performance obligations related to various operational activities, to provide collateral for our Wildlight development project in Nassau County, Florida and our Heartwood development project in Richmond Hill, Georgia. These surety bonds expire at various dates during 2023, 2024 and 2025 and are expected to be renewed as required.

HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

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

Changes in higher and better use timberlands and real estate development investments from December 31, 2021 to December 31, 2022 are shown below:


	Higher and Better Use Timberlands and Real Estate Development Investments
	Land and Timber	Development Investments	Total
Non-current portion at December 31, 2021	$87,910	$18,968	$106,878
Plus: Current portion (a)	718	24,022	24,740
Total Balance at December 31, 2021	88,628	42,990	131,618
Non-cash cost of land and improved development	(1,683)	(16,705)	(18,388)
Amortization of parcel real estate development investments	—	(7,437)	(7,437)
Timber depletion from harvesting activities and basis of timber sold in real estate sales	(1,210)	—	(1,210)
Capitalized real estate development investments (b)	—	22,376	22,376
Capital expenditures (silviculture)	246	—	246

Intersegment transfers	5,801	—	5,801


Total Balance at December 31, 2022	91,782	41,224	133,006
Less: Current portion (a)	(408)	(17,501)	(17,909)
Non-current portion at December 31, 2022	$91,374	$23,723	$115,097

(a)The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 15 — Inventory for additional information.

(b)Capitalized real estate development investments includes $0.8 million of capitalized interest and $8.7 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year.

INVENTORY

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

INVENTORY

As of December 31, 2022 and 2021, our inventory consisted entirely of finished goods, as follows:


	2022	2021
Finished goods inventory
Real estate inventory (a)	$17,909	$24,740
Log inventory	5,347	3,783
Carbon unit inventory (b)	473	—
Total inventory	$23,729	$28,523

(a)Represents the cost of HBU real estate (including capitalized development investments) under contract to be sold as well as the cost of HBU real estate deferred until post-closing obligations are satisfied. See Note 14 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.

(b)Represents the basis in New Zealand carbon units intended to be sold in the next 12 months. See Note 1 — Summary of Significant Accounting Policies and Note 23 — Other Assets for additional information on carbon credits.

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

TIMBERLAND LEASES

U.S. timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases. New Zealand timberland lease terms typically range between 30 and 99 years. New Zealand lease arrangements generally consist of Crown Forest Licenses (“CFLs”), forestry rights and land leases. A CFL is a license arrangement to use government or privately owned lands to operate a commercial forest. CFLs generally extend indefinitely and may only be terminated upon a 35-year termination notice. If no termination notice is given, the CFLs renew automatically each year for a one-year term. Alternatively, some CFLs extend for a specific term. Once a CFL is terminated, we may be able to obtain a forestry right from the subsequent owner. A forestry right is a license arrangement with a private entity to use their lands to operate a commercial forest. Forestry rights terminate either upon the issuance of a termination notice (which can last 35 to 45 years), completion of harvest, or a specified termination date.

As of December 31, 2022, the New Zealand subsidiary has three CFLs comprising 11,000 gross acres or 9,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded, as well as two fixed-term CFLs comprising 3,000 gross acres or 2,000 net plantable acres expiring in 2062. Additionally, the New Zealand subsidiary has two forestry rights comprising 31,000 gross acres or 5,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded.

OTHER NON-TIMBERLAND LEASES

In addition to timberland holdings, we lease properties for certain office locations. Significant leased properties include a regional office in Lufkin, Texas; a Pacific Northwest Timber office in Hoquiam, Washington and a New Zealand Timber and Trading headquarters in Auckland, New Zealand.

LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION

The following table details our undiscounted lease obligations as of December 31, 2022 by type of lease and year of expiration:


	Year of Expiration
Lease obligations	Total	2023	2024	2025	2026	2027	Thereafter
Operating lease liabilities	$195,213	$9,234	$9,020	$8,144	$7,414	$7,317	$154,084
Total Undiscounted Cash Flows	$195,213	$9,234	$9,020	$8,144	$7,414	$7,317	$154,084
Imputed interest	(98,067)
Balance at December 31, 2022	$97,146
Less: Current portion	(8,390)
Non-current portion at December 31, 2022	$88,756

The following table details components of our lease cost for the years ended December 31, 2022, 2021, and 2020:


	Year Ended December 31,
Lease Cost Components	2022	2021	2020
Operating lease cost	$9,332	$10,166	$9,647
Variable lease cost (a)	757	196	230
Total lease cost (b)	$10,089	$10,362	$9,877

(a) The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.

(b) Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases are expensed on a straight line basis over the lease term. Short-term lease expense was not material for the year ended December 31, 2022.

The following table details components of our lease cost for the years ended December 31, 2022, 2021 and 2020:


	Year Ended December 31,
Supplemental Cash Flow Information Related to Leases:	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$2,571		$2,389		$2,127
Investing cash flows from operating leases	6,761		7,777		7,520
Total cash flows from operating leases	$9,332		$10,166		$9,647

Weighted-average remaining lease term in years - operating leases	30		29		29
Weighted-average discount rate - operating leases	5	%	5	%	5	%

We apply the following practical expedients as allowed under ASC 842:


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

LEASES

TIMBERLAND LEASES

OTHER NON-TIMBERLAND LEASES

LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION

The following table details our undiscounted lease obligations as of December 31, 2022 by type of lease and year of expiration:


	Year of Expiration
Lease obligations	Total	2023	2024	2025	2026	2027	Thereafter
Operating lease liabilities	$195,213	$9,234	$9,020	$8,144	$7,414	$7,317	$154,084
Total Undiscounted Cash Flows	$195,213	$9,234	$9,020	$8,144	$7,414	$7,317	$154,084
Imputed interest	(98,067)
Balance at December 31, 2022	$97,146
Less: Current portion	(8,390)
Non-current portion at December 31, 2022	$88,756

The following table details components of our lease cost for the years ended December 31, 2022, 2021, and 2020:


	Year Ended December 31,
Lease Cost Components	2022	2021	2020
Operating lease cost	$9,332	$10,166	$9,647
Variable lease cost (a)	757	196	230
Total lease cost (b)	$10,089	$10,362	$9,877

(a) The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.

The following table details components of our lease cost for the years ended December 31, 2022, 2021 and 2020:


	Year Ended December 31,
Supplemental Cash Flow Information Related to Leases:	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$2,571		$2,389		$2,127
Investing cash flows from operating leases	6,761		7,777		7,520
Total cash flows from operating leases	$9,332		$10,166		$9,647

Weighted-average remaining lease term in years - operating leases	30		29		29
Weighted-average discount rate - operating leases	5	%	5	%	5	%

We apply the following practical expedients as allowed under ASC 842:


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

OTHER OPERATING INCOME (EXPENSE), NET

12 Months Ended

Dec. 31, 2022

Other Income and Expenses [Abstract]

OTHER OPERATING INCOME (EXPENSE), NET

The following table provides the composition of Other operating income (expense), net for the three years ended December 31:


	2022	2021	2020
(Loss) gain on foreign currency remeasurement, net of cash flow hedges	($5,251)	$6,823	($3,503)
Gain on sale or disposal of property plant & equipment	40	75	121




Gain on investment in Timber Funds (a)	—	7,482	—
Log trading marketing fees	—	6	56



Cost related to the merger with Pope Resources (b)	—	—	(17,166)
Equity income (loss) related to Bainbridge Landing LLC joint venture (c)	15,477	102	(721)
Miscellaneous expense, net	(562)	(404)	(472)
Total	$9,704	$14,084	($21,685)

(a)Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.

(b)Includes legal, accounting, due diligence, consulting and other costs related to the merger with Pope Resources.

(c)The year ended December 31, 2022 includes $16.0 million equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington. As the equity investment was co-owned with outside investors, $4.5 million of the equity income was attributable to Rayonier. See Note 5 - Noncontrolling Interests for additional information.

EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

EMPLOYEE BENEFIT PLANS

DEFINED BENEFIT PLANS

We have one qualified non-contributory defined benefit pension plan covering a portion of its employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans. We closed enrollment in the pension plans to salaried employees hired after December 31, 2005. Effective December 31, 2016, we froze benefits for all employees participating in the pension plan. In lieu of the pension plan, we provide those employees with an enhanced 401(k) plan match similar to what is currently provided to employees hired after December 31, 2005. Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information, along with certain assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.

In December 2022, the Rayonier Board of Directors approved the resolution to terminate the Defined Benefit Plan. Impacted parties were notified on or before December 28, 2022 of the termination and alternative distribution options. The plan is expected to be terminated in the first quarter of 2023. In conjunction with the termination of the Defined Benefit Plan, we also plan to terminate the unfunded plan and distribute all benefits in accordance with Section 409A of the Code. We expect to recognize pre-tax non-cash pension settlement charges related to the actuarial losses currently in AOCI, upon settlement of the obligations of the Defined Benefit Plan. These charges are currently expected to occur in 2023, with the specific timing and final amounts dependent upon several factors.

The following tables set forth the change in the projected benefit obligation and plan assets and reconcile the funded status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement benefit plans for the two years ended December 31:


	Pension		Postretirement
	2022	2021	2022	2021
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year	$93,799	$100,469	$1,890	$1,886
Service cost	—	—	7	8
Interest cost	2,434	2,228	51	45


Actuarial gain	(22,376)	(5,112)	(513)	(35)


Benefits paid	(3,609)	(3,519)	(14)	(14)
Expenses paid	(186)	(267)	—	—
Projected benefit obligation at end of year	$70,062	$93,799	$1,421	$1,890


Change in Plan Assets
Fair value of plan assets at beginning of year	$85,079	$78,883	—	—
Actual return on plan assets	(18,527)	9,896	—	—
Employer contributions	86	86	14	14

Benefits paid	(3,609)	(3,519)	(14)	(14)
Other expense	(186)	(267)	—	—
Fair value of plan assets at end of year	$62,843	$85,079	—	—


Funded Status at End of Year:
Net accrued benefit cost	($7,219)	($8,720)	($1,421)	($1,890)


Amounts Recognized in the Consolidated
Balance Sheets Consist of:

Current liabilities	($86)	($86)	($50)	($46)
Noncurrent liabilities	(7,133)	(8,634)	(1,371)	(1,844)
Net amount recognized	($7,219)	($8,720)	($1,421)	($1,890)

For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years ended December 31:


	2022	2021
Projected benefit obligation	$70,062	$93,799
Accumulated benefit obligation	70,062	93,799
Accumulated postretirement benefit obligation	1,421	1,890
Fair value of plan assets	62,843	85,079

ACTUARIAL (GAIN) LOSS

PENSION

Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows:

•Changes in participant demographics resulted in an actuarial gain of approximately $0.6 million, which is primarily due to higher than expected mortality among participants.

•Changes in contingent survivor mortality resulted in an actuarial loss of approximately $0.5 million.

•Changes in the discount rate from 2.65% to 4.96% resulted in an actuarial gain of approximately $22.4 million.

•Changes in plan assets during the fiscal year ending December 31, 2022 resulted in an investment loss of $22.0 million, which is due to the difference between the 4.97% expected return compared to the actual return of (22.26%).

POSTRETIREMENT

Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows:

•Introduction of an expected salary increase rate of 3.50% resulted in an actuarial loss of $0.1 million.

•Changes in the discount rate from 2.75% to 5.01% resulted in an actuarial gain of approximately $0.6 million.

OTHER COMPREHENSIVE INCOME

Net gains or losses recognized in other comprehensive (loss) income for the three years ended December 31 are as follows:


	Pension			Postretirement
	2022	2021	2020	2022	2021	2020
Net gains (losses)	$362	$11,262	($1,587)	$512	$40	($207)

Net gains or losses reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows:


	Pension			Postretirement
	2022	2021	2020	2022	2021	2020
Amortization of losses (gains)	$738	$1,154	$861	$15	$20	$8

ACCUMULATED OTHER COMPREHENSIVE INCOME/LOSS (AOCI)

Net losses that have not yet been included in pension and postretirement expense for the two years ended December 31, but have been recognized as a component of AOCI are as follows:


	Pension		Postretirement
	2022	2021	2022	2021

Net (losses) income	($11,527)	($12,627)	$96	($431)

Deferred income tax benefit	1,216	1,216	6	6
AOCI	($10,311)	($11,411)	$102	($425)

NET PENSION AND POSTRETIREMENT BENEFIT (CREDIT) COST

The following tables set forth the components of net pension and postretirement benefit (credit) cost that have been recognized during the three years ended December 31:


	Pension			Postretirement
	2022	2021	2020	2022	2021	2020
Components of Net Periodic Benefit (Credit) Cost
Service cost	—	—	—	$7	$8	$6
Interest cost	2,434	2,228	2,706	51	45	51
Expected return on plan assets	(3,486)	(3,746)	(3,504)	—	—	—

Amortization of losses (gains)	738	1,154	861	15	20	8



Net periodic benefit (credit) cost	($314)	($364)	$63	$73	$73	$65

The service cost component of our benefit expense is recorded within the operating expense line item “Selling and general expenses” within the Consolidated Statements of Income. All other components of the benefit costs expense are included within the “Interest and miscellaneous income, net” line item of the Consolidated Statements of Income.

VALUATION ASSUMPTIONS

The following table sets forth the principal assumptions inherent in the determination of benefit obligations and net periodic benefit cost of the pension and postretirement benefit plans as of December 31:


	Pension						Postretirement
	2022		2021		2020		2022		2021		2020
Assumptions used to determine benefit obligations at December 31:
Discount rate	4.96	%	2.65	%	2.26	%	5.01	%	2.75	%	2.42	%

Assumptions used to determine net periodic benefit cost for years ended December 31:
Discount rate	2.65	%	2.26	%	3.06	%	2.75	%	2.42	%	3.16	%
Expected long-term return on plan assets	4.97	%	5.72	%	5.72	%	—		—		—

DISCOUNT RATE

At December 31, 2022, the pension plan’s discount rate was 5.0%. The discount rate is derived from the Financial Times Stock Exchange (FTSE) Pension Discount Curve (f/k/a Citigroup). The Pension Discount Curve (PDC) is a set of yields on hypothetical AA, zero coupon bonds whose maturities range from 6 months up to 30 years. The yields of the PDC are used to discount pension liabilities. The PDC is calculated based on a universe of AA rated corporate bonds from the FTSE US Broad Investment-Grade Bond Index and the yields of the FTSE Treasury model curve.

The pension plan's future expected cash flows are then matched to the spot rates on the yield curve and a single equivalent discount rate is determined, which produces the same present value as the spot rates.

EXPECTED LONG-TERM RETURN ON PLAN ASSETS

In 2022, the expected return on plan assets was 5.0%, which is based on historical returns on current asset allocations and expected returns using the Black-Litterman method.

INVESTMENT OF PLAN ASSETS

Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the pension plans’ investment program, which is designed to maximize returns and provide sufficient liquidity to meet plan obligations while maintaining acceptable risk levels. The investment approach emphasizes diversification by allocating the plans’ assets among asset categories and selecting investment managers whose various investment methodologies will be minimally correlative with each other.

In 2020, we transitioned to a liability-driven investment (“LDI”) strategy. An LDI strategy focuses on maintaining a close to fully-funded status over the long-term with minimal funded status risk. This is achieved by investing more of the plan assets in fixed income instruments to more closely match the duration of the plan liability. The investment allocation to fixed income instruments will increase as the plans' funded status increases. Investment target allocation percentages for equity securities can range up to 80 percent.

Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2022 and 2021 are as follows:


	Percentage of Plan Assets
Asset Category	2022		2021
Domestic equity securities	28	%	29	%
International equity securities	20	%	18	%
Domestic fixed income securities	50	%	51	%

Real estate fund	2	%	2	%
Total	100	%	100	%

Investments within the equity categories may include large capitalization, small capitalization and emerging market securities. Pension assets did not include a direct investment in Rayonier common shares during the years ended December 31, 2022 and 2021.

NET ASSET VALUE MEASUREMENTS

Separate investment accounts are measured using the unit value calculated based on the Net Asset Value (“NAV”) of the underlying assets. The NAV is based on the fair value of the underlying investments held by each fund less liabilities divided by the units outstanding as of the valuation date. These funds are not publicly traded; however, the unit price calculation is based on observable market inputs of the funds’ underlying assets.

The following table sets forth the net asset value of the plan assets as of December 31, 2022 or 2021:


	December 31, 2022	December 31, 2021
Asset Category


Investments at Net Asset Value:
Separate Investment Accounts	$62,843	$85,079
Total Investments at Net Asset Value	$62,843	$85,079

CASH FLOWS

Our expected benefit payments to be made for the next 10 years are as follows:


	Pension Benefits	Postretirement Benefits
2023	$3,999	$50
2024	4,180	53
2025	4,338	57
2026	4,478	62
2027	4,594	66
2028-2032	23,730	390

We expect to make cash contributions in 2023 of approximately $7.6 million in order to fund the Defined Benefit Plan on a plan termination basis. The Defined Benefit Plan will be settled upon completion of lump sum distributions and purchase of annuity contracts. The Excess Benefit Plan will be settled entirely with lump sum payments upon termination with expected cash contributions in 2023 of approximately $1.3 million. Projected cash contributions are an estimate, as actual amounts will be dependent upon the nature and timing of participant settlements, interest rates, as well as prevailing market conditions.

DEFINED CONTRIBUTION PLANS

We provide a defined contribution plan to all of our eligible employees. Company contributions charged to expense for these plans were $2.5 million, $2.2 million and $2.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The defined contribution plan includes Rayonier common shares with a fair market value of $8.3 million and $11.0 million at December 31, 2022 and 2021, respectively. As of June 1, 2016, the Rayonier Inc. Common Stock Fund was closed to new contributions. Transfers out of the fund will continue to be permitted, but no new investments or transfers into the fund are allowed.

The entire disclosure for retirement benefits.

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Share-Based Payment Arrangement [Abstract]

INCENTIVE STOCK PLANS

12 Months Ended

Dec. 31, 2022

INCENTIVE STOCK PLANS

The Rayonier Incentive Stock Plan (the “Stock Plan”) provides up to 15.8 million shares to be granted for incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units, subject to certain limitations. At December 31, 2022, a total of 1.8 million shares were available for future grants under the Stock Plan. Under the Stock Plan, shares available for issuance are reduced by 1 share for each option or right granted and by 2.27 shares for each performance share, restricted share or restricted stock unit granted. We issue new shares of stock upon the exercise of stock options, the granting of restricted stock, and the vesting of performance shares and restricted stock units. The Stock Plan allows for the cash settlement of the required withholding tax on share or unit awards.

A summary of our stock-based compensation cost is presented below:


	2022	2021	2020
Selling and general expenses	$10,767	$8,255	$6,839
Cost of sales	1,226	816	693
Timber and Timberlands, net (a)	363	206	170
Other operating expense, net (b)	—	—	324
Total stock-based compensation	$12,356	$9,277	$8,026

Tax benefit recognized related to stock-based compensation expense (c)	$603	$487	$421

(a)Represents amounts capitalized as part of the overhead allocation of timber-related costs.

(b)Represents expense associated with the acceleration of share-based compensation on Pope replacement awards related to qualifying terminations.

(c)A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future.

FAIR VALUE CALCULATIONS BY AWARD

RESTRICTED STOCK & RESTRICTED STOCK UNITS

Restricted stock units granted to employees under the Stock Plan generally vest in fourths on the first, second, third and fourth anniversary of the grant date. Periodically, other one-time restricted stock unit grants are issued to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon completion of, a defined period of time. Holders of unvested restricted stock and restricted stock unit awards receive dividend equivalent payments on outstanding awards. Members of the board of directors are granted restricted stock, which vests immediately upon issuance and is subject to certain holding requirements. The fair value of each share granted is equal to the share price of the Company’s stock on the date of grant. We have elected to value each grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest vesting date. As permitted, we do not estimate a forfeiture rate for non-vested shares. Accordingly, unexpected forfeitures will lower stock-based compensation during the period in which they occur.

As of December 31, 2022, there was $0.1 million of unrecognized compensation cost attributable to our restricted stock. We expect to recognize this cost over a weighted average period of 5 months. As of December 31, 2022, there was $7.1 million of unrecognized compensation cost attributable to our restricted stock units. We expect to recognize this cost over a weighted average period of 2.1 years.

A summary of our restricted stock is presented below:


	2022	2021	2020
Restricted shares granted (a)	22,800	22,140	100,452
Weighted average price of restricted shares granted	$38.60	$37.36	$23.15
Intrinsic value of restricted stock outstanding (b)	$620	$3,062	$4,666
Grant date fair value of restricted stock vested	2,478	3,121	2,755
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested	708	869	566

(a)The year ended December 31, 2020 includes 69,176 replacement awards issued as a result of the merger with Pope Resources.

(b)Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2022.


	2022
	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested Restricted Shares at January 1,	75,862	$29.29
Granted	22,800	38.60
Vested (a)	(78,607)	31.52
Cancelled	(1,247)	24.32
Non-vested Restricted Shares at December 31,	18,808	$31.58

(a)The year ended December 31, 2022 includes 3,718 replacement awards vested as a result of acceleration due to qualifying terminations.

A summary of our restricted stock units is presented below:


	2022	2021	2020
Restricted stock units granted	130,213	129,290	171,409
Weighted average price of restricted stock units granted	$41.81	$33.59	$22.58
Intrinsic value of restricted stock units outstanding (a)	$13,826	$15,095	$7,801
Grant date fair value of restricted stock units vested	2,475	493	218
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted stock units vested	1,063	189	47

(a)Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2022.


	2022
	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested Restricted Stock Units at January 1,	374,016	$28.44
Granted	130,213	41.81
Vested	(80,857)	30.61
Cancelled	(3,888)	33.72
Non-vested Restricted Stock Units at December 31,	419,484	$32.12

PERFORMANCE SHARE UNITS

Our performance share units generally vest upon completion of a three-year period. The number of shares, if any, that are ultimately awarded is contingent upon our total shareholder return versus selected peer group companies. The performance share payout is based on a market condition, and as such, the awards are valued using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the vesting period. Additionally, we do not estimate a forfeiture rate for non-vested units. As such, unexpected forfeitures will lower stock-based compensation during the period in which they occur.

As of December 31, 2022, there was $5.0 million of unrecognized compensation cost related to our performance share unit awards, which is attributable to awards granted in 2020, 2021 and 2022. This cost is expected to be recognized over a weighted average period of 1.6 years.

A summary of our performance share units is presented below:


	2022	2021	2020
Common shares reserved for performance shares granted during year	193,333	191,203	361,870
Weighted average fair value of performance share units granted	$45.68	$36.10	$29.59
Intrinsic value of outstanding performance share units (a)	$13,123	$16,360	$11,711
Fair value of performance shares vested	5,549	1,738	3,522
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on performance shares vested	2,454	559	992

(a)Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2022.


	2022
	Number of Units	Weighted Average Grant Date Fair Value
Outstanding Performance Share units at January 1,	405,361	$33.16
Granted	110,476	45.68
Units Distributed	(115,167)	35.98
Other Cancellations/Adjustments	(2,514)	39.23
Outstanding Performance Share units at December 31,	398,156	$35.78

Expected volatility was estimated using daily returns on the Company’s common shares for the three-year period ending on the grant date. The risk-free rate was based on the 3-year U.S. Treasury rate on the date of the award. The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents. Grants made to Vice Presidents and above are subject to a one-year post-vest holding period and include an additional discount for liquidity. The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31:


	2022		2021		2020
Expected volatility	38.1	%	35.6	%	32.6	%
Risk-free rate	2.6	%	0.4	%	0.3	%
Liquidity discount applied to grants with a post-vesting holding restriction (a)	4.2	%	6.3	%	n/a

(a)One-year post-vest holding requirement began in grant year 2021.

NON-QUALIFIED EMPLOYEE STOCK OPTIONS

The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing market price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is 10 years from the grant date.

A summary of the status of our stock options as of and for the year ended December 31, 2022 is presented below:


	2022
	Number of Shares	Weighted Average Exercise Price (per common share)	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Options outstanding at January 1,	124,170	$36.67

Exercised	(64,762)	38.07
Cancelled or expired	(5,317)	35.13
Options outstanding at December 31,	54,091	35.15	0.57	$40
Options exercisable at December 31,	54,091	$35.15	0.57	$40

A summary of additional information pertaining to our stock options is presented below:


	2022	2021	2020
Intrinsic value of options exercised (a)	$300	$916	$108

Cash received from exercise of options	2,466	5,922	1,368

(a)Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option.

As of December 31, 2022, compensation cost related to stock options was fully recognized.

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S. federal or state income tax. As of December 31, 2022, Rayonier owns a 97.9% interest in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership. The taxable income or loss generated by the Operating Partnership is passed through and reported to its unitholders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return. Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS. The TRS subsidiaries are subject to U.S. federal and state corporate income tax. The New Zealand timber operations are conducted by the New Zealand subsidiary, which is subject to corporate-level tax at 28% in New Zealand and is treated as a partnership for U.S. income tax purposes.

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS

The provision for income taxes for each of the three years ended December 31 follows:


	2022	2021	2020
Current
U.S. federal	($2,797)	($1,893)	($237)
State	(371)	(536)	(339)
Foreign	(2,694)	(11,425)	(5,391)
	(5,862)	(13,854)	(5,967)
Deferred
U.S. federal	2,302	(6,288)	8,355
State	1,693	(1,623)	325
Foreign	(3,583)	(2,007)	(3,027)
	412	(9,918)	5,653
Changes in valuation allowance	(3,939)	9,111	(6,695)
Total	($9,389)	($14,661)	($7,009)

A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate for each of the three years ended December 31 follows:


	2022			2021			2020
U.S. federal statutory income tax rate	($27,758)	(21.0)	%	($47,280)	(21.0)	%	($7,726)	(21.0)	%
U.S. and foreign REIT income	29,732	22.5		44,316	19.7		16,569	45.0
Matariki Group and Rayonier New Zealand Ltd	(5,038)	(3.8)		(12,927)	(5.7)		(7,698)	(20.8)

Change in valuation allowance	(3,939)	(3.0)		9,111	4.0		(6,695)	(18.2)
REIT Built-in Gain	(2,516)	(1.9)		(2,215)	(1.0)		—	—
State Net Operating Loss	—	—		—	—		1,118	3.0
Prepaid land sales	—	—		—	—		(1,084)	(2.9)






Foreign income tax withholding	(1,239)	(0.9)		(505)	(0.2)		(721)	(2.0)
Sale of Timber Funds	—	—		(2,399)	(1.1)		—	—
State Income Tax, Net of Federal Benefit	1,424	1.1		—	—		—	—
Bainbridge Landing JV, NCI	2,496	1.8		—	—		—	—
Other	(2,551)	(1.9)		(2,762)	(1.2)		(772)	(2.1)
Income tax expense as reported for net income	($9,389)	(7.1)	%	($14,661)	(6.5)	%	($7,009)	(19.0)	%

The Company’s effective tax rate is below the 21 percent U.S. statutory rate primarily due to tax benefits associated with being a REIT.

DEFERRED TAXES

Deferred income taxes result from differences between the timing of recognizing revenues and expenses for financial book purposes versus income tax purposes. The nature of the temporary differences and the resulting net deferred tax asset/liability for the two years ended December 31 follows:


	2022	2021
Gross deferred tax assets:
Pension, postretirement and other employee benefits	$489	$597
New Zealand subsidiary	20,753	21,790
CBPC tax credit carry forwards	13,688	13,701
Capitalized real estate costs	2,457	1,656
U.S. TRS net operating loss	23,885	12,489
Land basis difference	—	9,061
Other	4,808	5,367
Total gross deferred tax assets	66,080	64,661
Less: Valuation allowance	(40,844)	(36,904)
Total deferred tax assets after valuation allowance	$25,236	$27,757
Gross deferred tax liabilities:
Accelerated depreciation	(9)	(46)

New Zealand subsidiary	(88,414)	(91,388)


Other	(4,558)	(6,059)
Total gross deferred tax liabilities	(92,981)	(97,493)
Net deferred tax liability reported as noncurrent	($67,745)	($69,736)

Net operating loss (“NOL”) and tax credit carryforwards as of the two years ended December 31 follows:


	Tax Effected Balance	Expiration
2022


U.S. Federal NOL Carryforwards- Post TCJA (a)	$20,538	None
U.S State NOL Carryforwards (b)	3,347	Various
Cellulosic Biofuel Producer Credit (c)	13,688	2024


2021


U.S. Federal NOL Carryforwards- Post TCJA (a)	$10,687	None
U.S State NOL Carryforwards (b)	1,802	Various
Cellulosic Biofuel Producer Credit (c)	13,701	2023

(a)The Tax Cuts and Jobs Act (TCJA) was signed into law on December 22, 2017. The TCJA lifted the 20-year federal NOL Carryforward period. Net operating losses generated after December 31, 2017 have an indefinite carryforward period.

(b)The U.S. state NOL is made up of several jurisdictions that expire in various future years. No state NOL is set to expire before December 31, 2033.

(c)The Inflation Reduction Act of 2022 was signed into law on August 16, 2022. The Inflation Reduction Act of 2022 temporarily extended existing fuels tax credits that previously expired or were set to expire at the end of 2023. The Cellulosic Biofuel Producer Credit was one of the credits extended under this act.

We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more likely than not that such deferred tax assets will not be realized. Since 2015, we have had a 100% valuation allowance against the U.S. taxable REIT subsidiary's deferred tax assets, net of deferred tax liabilities. During 2022, the net deferred tax assets increased by $4.0 million. As a result, we recorded a change in the valuation allowance of $4.0 million related to the U.S. TRS's deferred tax assets, net of liabilities.

TAX STATUTES

The following table provides detail of the tax years that remain open to examination by the IRS and other significant taxing jurisdictions:


Taxing Jurisdiction			Open Tax Years
U.S. Internal Revenue Service			2019 - 2021
New Zealand Inland Revenue			2017 - 2021

TAX CHARACTERISTICS OF DIVIDEND DISTRIBUTIONS

The taxable nature of the dividend distributions paid for each of the three years ended December 31 follows:


	2022		2021		2020
Total dividends/distributions paid per common share/unit	$1.125		$1.08		$1.08
Tax characteristics:
Capital gain	100	%	100	%	100	%

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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