RAYONIER INC
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
Contents
NOTE
- CONTINGENCIES
We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow.
- ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
Federal and state environmental laws in our operating areas hold current and former property owners liable for cleanup or restoration. These laws often impose “strict liability,” meaning owners or operators didn’t necessarily cause, and may not have even been aware of, the release of contaminated materials. Similarly, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners for natural resource damages (“NRD”) resulting from releases of contaminants on or from their property, regardless of culpability for the release. Like cleanup liability, NRD liability can attach to property due to such contamination.
Changes inenvironmental and NRD liabilities from December 31, 2024 to September 30, 2025 are shown below:
| Port Gamble, WA | |
|---|---|
| Non-current portion at December 31, 2024 | $3,610 |
| Plus: Current portion | 4,283 |
| Total Balance at December 31, 2024 | 7,893 |
| Expenditures charged to liabilities | (4,109) |
| Increase to liabilities (a) | 2,688 |
| Total Balance at September 30, 2025 | 6,472 |
| Less: Current portion | (2,284) |
| Non-current portion at September 30, 2025 | $4,188 |
(a)The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the nine months ended September 30, 2025.
Upland mill site cleanup activities have been completed, and we anticipate that NRD restoration will be completed within the next year. Monitoring activities associated with the Port Gamble Bay, mill site, and landfills will continue for an additional 15 to 20 years. NRD costs are subject to change as the restoration projects progress. It is reasonably possible that these components of the liability may increase as construction continues. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount.
We do not currently anticipate any material loss in excess of the amounts accrued; however, we are not able to estimate a possible loss or range of loss, if any, in excess of the established liabilities. Our future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations, and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity.
- GUARANTEES
We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.
As of September 30, 2025, the following financial guarantees were outstanding:
| Financial Commitments (a) | Maximum PotentialPayment |
|---|---|
| Standby letters of credit (b) | $7,646 |
| Surety bonds (c) | 45,790 |
| Total financial commitments | $53,436 |
(a)We have not recorded any liabilities for these financial commitments in our Consolidated Balance Sheets. The guarantees are not subject to measurement as the guarantees are dependent on our own performance.
(b)Approximately $6.3 million of the standby letters of credit provide credit support for real estate construction in our Wildlight development project. The remaining letters of credit support various insurance related agreements. These letters of credit will expire at various dates in 2025 and 2026 and will be renewed as required.
(c)Surety bonds primarily secure performance obligations for various operational activities and provide collateral for our Wildlight (Nassau County, Florida) and Heartwood (Richmond Hill, Georgia) development projects. These surety bonds expire on various dates through 2027 and are expected to be renewed as required.
- HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
We routinely assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.
Changes in higher and better use timberlands and real estate development investments from December 31, 2024 to September 30, 2025 are shown below:
| Higher and Better Use Timberlands and Real Estate Development Investments | |||
|---|---|---|---|
| Land and Timber | Development Investments | Total | |
| Non-current portion at December 31, 2024 | $86,832 | $22,778 | $109,610 |
| Plus: Current portion (a) | 1,402 | 28,206 | 29,608 |
| Total Balance at December 31, 2024 | 88,234 | 50,984 | 139,218 |
| Non-cash cost of land and improved development | (1,197) | (24,286) | (25,483) |
| Amortization of parcel real estate development investments | — | (4,210) | (4,210) |
| Timber depletion from harvesting activities and basis of timber sold in real estate sales | (1,832) | — | (1,832) |
| Capitalized real estate development investments (b) | — | 15,681 | 15,681 |
| Capital expenditures (silviculture) | 98 | — | 98 |
| Intersegment transfers | 9,315 | — | 9,315 |
| Other (c) | (7,048) | — | (7,048) |
| Total Balance at September 30, 2025 | 87,570 | 38,169 | 125,739 |
| Less: Current portion (a) | (2,491) | (13,712) | (16,203) |
| Non-current portion at September 30, 2025 | $85,079 | $24,457 | $109,536 |
(a)The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 14 — Inventory for additional information.
(b)Capitalized real estate development investments include $0.7 million of capitalized interest and $3.8 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year.
(c)Other includes a $7.0 million non-cash asset impairment charge recognized on certain Higher and Better Use Timberland assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The Company identified indicators of impairment, principally observed decreases in the market value of the underlying real property assets. Accordingly, the Company performed a long-lived asset impairment analysis and determined that the carrying value of these assets exceeded their estimated fair value. The resulting impairment charge was measured as the amount by which the carrying value of the impaired assets exceeded their estimated fair value. The estimated fair value was determined using projected discounted future cash flows, incorporating relevant and updated market data as of the measurement date.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.