RAYONIER INC
For the period ended Dec 31, 2025. Filed Feb 23, 2026.
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FY2025 · Filed Feb 23, 2026
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Item 7. — Performance and Liquidity Indicators
PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, and ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) and Cash Available for Distribution (“CAD”). These measures are not defined by GAAP, and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures described above. Management considers these measures to be important to estimate the enterprise and shareholder values of the Company as a whole and of its core segments, and for allocating capital resources. In addition, analysts, investors and creditors use these measures when analyzing our operating performance, financial condition and cash generating ability. Management uses Adjusted EBITDA as a performance measure and CAD as a liquidity measure. Adjusted EBITDA and CAD as defined may not be comparable to similarly titled measures reported by other companies. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company’s ongoing operating results. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense and income, income from operations of discontinued operations, gain on sale of discontinued operations, costs related to the merger with PotlatchDeltic, asset impairment charges, restructuring charges, costs related to disposition initiatives and Large Dispositions.
We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each. The following table provides a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars):
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Net Income to Adjusted EBITDA Reconciliation | |||
| Net Income | $480.4 | $369.0 | $178.5 |
| Income from operations of discontinued operations, net of tax (a) | (1.9) | (28.1) | (19.2) |
| Gain on sale of discontinued operations (b) | (404.4) | — | — |
| Interest, net and miscellaneous expense (c) | 2.1 | 25.5 | 43.4 |
| Income tax expense (benefit) (d) | 0.5 | (1.1) | 0.3 |
| Depreciation, depletion and amortization | 106.5 | 113.9 | 136.6 |
| Non-cash cost of land and improved development | 43.7 | 41.4 | 29.8 |
| Non-operating expense (income) (e) | 6.7 | (1.3) | (18.3) |
| Costs related to the merger with PotlatchDeltic (f) | 6.3 | — | — |
| Asset impairment charge (g) | 7.0 | — | — |
| Restructuring charges (h) | 1.1 | 1.1 | — |
| Costs related to disposition initiatives (i) | — | 0.8 | — |
| Large Dispositions (j) | — | (291.1) | (105.1) |
| Adjusted EBITDA | $248.0 | $230.2 | $246.0 |
(a)Income from operations of discontinued operations, net of tax includes income generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition.
(b)Gain on sale of discontinued operations reflects the net gain recognized on the sale of the Company’s New Zealand joint venture interest.
(c)The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.
(d)The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.
(e)The year ended December 31, 2025 includes $1.7 million of net costs associated with legal settlements. The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges. The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.
(f)Costs related to the merger with PotlatchDeltic include legal, accounting, due diligence, consulting and other costs related to the merger with PotlatchDeltic, which subsequently closed on January 30, 2026.
(g)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(h)Restructuring charges include severance costs related to workforce optimization initiatives.
(i)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.
(j)Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.
The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the three years ended December 31 (in millions of dollars):
| Southern Timber | Pacific Northwest Timber | Real Estate | Corporate and Other | Total | |
|---|---|---|---|---|---|
| Operating income | $61.1 | $1.9 | $62.3 | ($42.0) | $83.3 |
| Depreciation, depletion and amortization | 69.0 | 21.8 | 14.0 | 1.7 | 106.5 |
| Non-cash cost of land and improved development | — | — | 43.7 | — | 43.7 |
| Costs related to the merger with PotlatchDeltic (a) | — | — | — | 6.3 | 6.3 |
| Restructuring charges (b) | — | — | — | 1.1 | 1.1 |
| Asset impairment charge (c) | — | — | 7.0 | — | 7.0 |
| Adjusted EBITDA | $130.1 | $23.7 | $127.1 | ($32.9) | $248.0 |
| Operating income (loss) | $77.9 | ($6.3) | $335.1 | ($42.6) | $364.1 |
| Depreciation, depletion and amortization | 73.4 | 31.7 | 7.0 | 1.8 | 113.9 |
| Non-cash cost of land and improved development | — | — | 41.4 | — | 41.4 |
| Costs related to disposition initiatives (d) | — | — | — | 0.8 | 0.8 |
| Restructuring charges (b) | — | — | — | 1.1 | 1.1 |
| Large Dispositions (e) | — | — | (291.1) | — | (291.1) |
| Adjusted EBITDA | $151.3 | $25.4 | $92.4 | ($38.8) | $230.2 |
| Operating income (loss) | $76.3 | ($8.7) | $156.6 | ($39.6) | $184.7 |
| Depreciation, depletion and amortization | 80.0 | 36.9 | 18.0 | 1.7 | 136.6 |
| Non-cash cost of land and improved development | — | — | 29.8 | — | 29.8 |
| Large Dispositions (e) | — | — | (105.1) | — | (105.1) |
| Adjusted EBITDA | $156.3 | $28.3 | $99.3 | ($37.9) | $246.0 |
(a)Costs related to the merger with PotlatchDeltic include legal, accounting, due diligence, consulting and other costs related to the merger with PotlatchDeltic, which subsequently closed on January 30, 2026.
(b)Restructuring charges include severance costs related to workforce optimization initiatives.
(c)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(d)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.
(e)Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.
Cash Available for Distribution (CAD) is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to Operating Partnership unitholders, common share repurchases, debt reduction, timberland acquisitions and real estate development investments. CAD is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes.
In compliance with SEC requirements for non-GAAP measures, we reduce CAD by mandatory debt repayments, resulting in a measure entitled “Adjusted CAD.” When mandatory debt repayments or other required cash settlements are incurred, CAD is reduced for such amounts; however, as no such amounts were incurred in the periods presented, Adjusted CAD is not shown. CAD and Adjusted CAD generated in any period are not necessarily indicative of the CAD that may be generated in future periods.
Below is a reconciliation of Cash Provided by Operating Activities to CAD for the three years ended December 31 (in millions of dollars):
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Cash provided by operating activities | $256.7 | $261.6 | $298.4 |
| Cash provided by operating activities from discontinued operations | (8.9) | (51.2) | (51.0) |
| Capital expenditures (a) | (50.0) | (62.1) | (64.8) |
| Working capital and other balance sheet changes | 0.8 | (7.3) | (45.4) |
| CAD | $198.6 | $141.0 | $137.2 |
| Cash provided by investing activities | $615.1 | $354.0 | $124.1 |
|---|---|---|---|
| Cash used for financing activities | ($372.9) | ($479.4) | ($328.9) |
(a)Capital expenditures exclude timberland acquisitions and real estate development investments.
The following table provides supplemental cash flow data for the three years ended December 31 (in millions of dollars):
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Real Estate development investments | ($22.4) | ($25.8) | ($23.1) |
| Distributions to noncontrolling interests in consolidated affiliates | (3.1) | (7.1) | (1.7) |
| Purchase of timberlands | — | (22.8) | (14.1) |
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