8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 26, 2009

PLUM CREEK TIMBER COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-10239	91-1912863
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

999 Third Avenue, Suite 4300 Seattle, Washington	98104-4096
(Address of Principal Executive Offices)	(Zip Code)

(206) 467-3600

Registrant’s Telephone Number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2. Financial Information

Item 2.02 Results of Operations and Financial Condition

On October 26, 2009, Plum Creek Timber Company, Inc. issued a press release reporting its results of operations for the quarter ended September 30, 2009, and posted to its website (www.plumcreek.com) certain supplemental financial and statistical information for the quarter ended September 30, 2009. A copy of the press release and the supplemental financial and statistical information are attached hereto as Exhibits 99.1 and 99.2, respectively.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are furnished with this report:

Exhibit No.
99.1	Press release of Plum Creek Timber Company, Inc. issued October 26, 2009, reporting results of operations for the quarter ended September 30, 2009.
99.2	Supplemental Financial and Statistical Information for the quarter ended September 30, 2009, posted on October 26, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLUM CREEK TIMBER COMPANY, INC.
By:	/s/    David W. Lambert
	David W. Lambert
	Senior Vice President and Chief Financial Officer

DATED: October 26, 2009

PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index

Exhibit No.
99.1	Press release of Plum Creek Timber Company, Inc. issued October 26, 2009, reporting results of operations for the quarter ended September 30, 2009.
99.2	Supplemental Financial and Statistical Information for the quarter ended September 30, 2009, posted on October 26, 2009.

EX-99.1

Exhibit 99.1

Plum Creek Timber Company, Inc. 999 Third Avenue, Suite 4300 Seattle, Washington 98104 206 467 3600

News Release   For immediate release Oct. 26, 2009   For more information contact: Investors: John Hobbs 1-800-858-5347 Media: Kathy Budinick 1-888-467-3751

Plum Creek Timber Company, Inc. Reports Results for Third Quarter 2009

SEATTLE – Plum Creek Timber Company, Inc., (NYSE: PCL) today announced third quarter earnings of $19 million, or $0.12 per diluted share, on revenues of $294 million. Results for the quarter include a $2 million after-tax ($4 million pre-tax) pension settlement charge resulting from personnel reductions in 2009, primarily within the company’s manufacturing operations. The expense, net of tax, reduced earnings by $0.02 per share. Earnings for the third quarter of 2008 were $69 million, or $0.40 per diluted share, on revenues of $414 million.

Earnings for the first nine months of 2009 were $208 million, or $1.27 per diluted share, on revenues of $1.04 billion. Results for the first nine months of 2009 include approximately $13 million of after-tax ($21 million pre-tax) impairment, severance and pension settlement charges primarily associated with the downsizing of the company’s manufacturing operations. These items were offset somewhat by unrelated one-time tax benefits of approximately $8 million recorded in the first quarter of 2009. Combined, the downsizing items and unrelated tax benefits reduced net income by $5 million, or approximately $0.03 per diluted share.

Earnings for the first nine months of 2008 were $138 million, or $0.80 per diluted share, on revenues of $1.15 billion. Results for the first nine months of 2008 include the effect of a $6 million after-tax ($10 million pre-tax) impairment charge related to the company’s lumber manufacturing business that reduced net income by approximately $0.04 per diluted share.

Cash provided by operating activities during the first nine months of 2009 totaled $492 million. The company ended the third quarter with $351 million in cash and cash equivalents.

“Our third quarter results reflect some quarter-over-quarter pricing improvement in Pacific Northwest timber markets and stable prices in Southern markets,” said Rick Holley, president and chief executive officer. “The quarter’s results also reflect some benefit from our manufacturing downsizing, and our cost management efforts.

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Plum Creek Timber Company Reports Results

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“Timber markets appear to have stabilized in most cases, and we have experienced some modest log price improvement in some regions. The company remains well positioned with a strong balance sheet and excellent liquidity,” continued Holley.

Review of Operations

The Northern Resources segment reported a $3 million operating profit during the quarter compared to the $12 million profit of the same period of 2008. Low residential construction activity and the effects of the recession continue to influence softwood sawlog markets. Despite improving sawlog prices during the third quarter, average sawlog prices in the Northern Resources segment were approximately 25 percent lower than the prevailing prices during the third quarter of 2008. Average pulpwood prices within the segment declined approximately 15 percent when compared to the third quarter of 2008. The company maintained its slower sawlog harvest pace rather than sell into weak markets. As a result, the segment’s third-quarter sawlog harvest was 196,000 tons, or 24 percent, lower than the segment’s third-quarter 2008 harvest, reducing operating income by approximately $3 million. The segment’s pulpwood harvest declined 5 percent, or 34,000 tons, compared to the same period of 2008.

Operating profit in the Southern Resources segment was $21 million for the third quarter of 2009 compared to $29 million for the same period of 2008. Segment operating profit was comparable to the third quarter of 2008 after taking into consideration the $8 million of earnings provided by the timberlands contributed to a venture with The Campbell Group in late 2008. The lands contributed to the venture accounted for approximately 250,000 tons of sawlogs and 255,000 tons of pulpwood during the third quarter of 2008. Prices for both sawlogs and pulpwood held steady at second-quarter levels. However, sawlog prices were 13 percent lower and pulpwood prices were 5 percent lower than the third quarter of 2008.

The Real Estate segment reported total revenue of $73 million and operating income of $20 million. The $73 million of revenue includes a $25 million land exchange with the Washington State Department of Natural Resources. This non-cash, value-for-value exchange had no impact to earnings or cash flow. Third quarter 2008 Real Estate segment revenue was $108 million resulting in operating income of $73 million.

Approximately 60,000 acres of rural lands were sold during the third quarter of 2009. Rural land sales included approximately 5,550 acres of small, non-strategic timberlands valued at approximately $970 per acre and sales of approximately 10,400 acres of recreation lands that captured average values of more than $2,100 per acre. Conservation sales totaled $15 million and consisted of approximately 44,000 acres of Maine lands, a portion of which was associated with the approval of the company’s Concept Plan for the Moosehead Lake region. Approximately 500 acres of development-quality lands were sold for approximately $9,200 per acre.

The Manufacturing segment reported a $1 million operating loss after recording the $4 million pension settlement charge mentioned above. The segment reported a $4 million operating loss for the third quarter of 2008. The downsizing of the company’s lumber operations resulted in a significant improvement in its contribution to the profitability of the segment while the company’s Medium Density Fiberboard (MDF) product line posted improved results compared to the third quarter of 2008. Income from the plywood operations declined due to lower prices and demand for industrial-grade plywood.

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Plum Creek Timber Company Reports Results

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Outlook

The company continues to defer harvests in response to weak pricing for sawlogs. Fourth-quarter harvest levels for both sawlogs and pulpwood are expected to remain below the levels of the fourth quarter of 2008. As a result, the company expects its 2009 harvest to be approximately 15.5 million tons.

The fourth-quarter Real Estate segment sales are expected to be between $60 million and $75 million.

The manufacturing segment is expected to report breakeven performance during the fourth quarter as the company manages production to match seasonally weaker demand.

The company expects to report fourth-quarter income between $0.12 and $0.17 per share, resulting in full-year 2009 earnings between $1.39 and $1.44 per share.

“We have a sound balance sheet, are preserving capital, and are managing the business consistent with our focus on long term value creation. Our asset diversification and financial capacity provide the ability to preserve the value of our assets and benefit when our markets enter a sustained recovery. Effective capital allocation remains our top priority and we continue to evaluate all our alternatives to grow the per share value of an investment in Plum Creek,” Holley concluded.

Earnings Conference Call and Supplemental Information

Plum Creek will hold a conference call today, Oct. 26, at 5 p.m. EDT (2 p.m. PDT). A live webcast of the conference call may be accessed through Plum Creek’s Web site at www.plumcreek.com by clicking on the “Investors” link.

Investors without internet access should dial 1-800-572-9852 at least 10 minutes prior to the start time, referencing Plum Creek’s earnings. Those wishing to access the call from outside the United States/Canada should dial 1-706-645-9676, also referencing Plum Creek’s earnings. Replay of the call will be available for 48 hours after completion of the live call and can be accessed at 1-800-642-1687 or 1-706-645-9291 (international calls), using the code 73945009.

Supplemental financial information for Plum Creek operations, including statistical data, is available in the “Investors” information section of Plum Creek’s Web site at www.plumcreek.com.

###

Plum Creek is the largest and most geographically diverse private landowner in the nation with approximately 7 million acres of timberlands in major timber producing regions of the United States and wood products manufacturing facilities in the Northwest. For more information, visit www.plumcreek.com.

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Plum Creek Timber Company Reports Results

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seek,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of those words or other comparable terminology. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the cyclical nature of the forest products industry, our ability to harvest our timber, our ability to execute our acquisition strategy, the market for and our ability to sell or exchange non-strategic timberlands and timberland properties that have higher and better uses, and various regulatory constraints. These and other risks, uncertainties and assumptions are detailed from time to time in our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended. It is likely that if one or more of the risks materializes, or if one or more assumptions prove to be incorrect, the current expectations of Plum Creek and its management will not be realized. Forward-looking statements are not guarantees of performance, and speak only as of the date made, and neither Plum Creek nor its management undertakes any obligation to update or revise any forward-looking statements.

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PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Nine Months Ended
	September 30, 2009			September 30, 2008
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	414		$	587
Real Estate		419			217
Manufacturing		189			330
Other		14			19
Total Revenues		1,036			1,153
Costs and Expenses:
Cost of Goods Sold:
Timber		326			420
Real Estate		179			69
Manufacturing		205			345
Other		1			2
Total Cost of Goods Sold		711			836
Selling, General and Administrative		75			94
Total Costs and Expenses		786			930
Other Operating Income (Expense), net		—			2
Operating Income		250			225
Equity Earnings from Timberland Venture		43			—
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		69			105
Interest Expense (Note Payable to Timberland Venture)		43			—
Total Interest Expense, net		112			105
Gain on Extinguishment of Debt		1			—
Income before Income Taxes		182			120
Benefit for Income Taxes		(26	)		(18	)
Net Income	$	208		$	138
Per Share Amounts:
Net Income per Share - Basic	$	1.27		$	0.81
Net Income per Share - Diluted	$	1.27		$	0.80
Weighted Average Number of Shares Outstanding
- Basic		163.5			171.3
- Diluted		163.6			171.8

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Quarter Ended
	September 30, 2009			September 30, 2008
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	152		$	194
Real Estate		73			108
Manufacturing		65			104
Other		4			8
Total Revenues		294			414
Costs and Expenses:
Cost of Goods Sold:
Timber		120			144
Real Estate		51			33
Manufacturing		65			105
Other		—			1
Total Cost of Goods Sold		236			283
Selling, General and Administrative		20			31
Total Costs and Expenses		256			314
Other Operating Income (Expense), net		—			(1	)
Operating Income		38			99
Equity Earnings from Timberland Venture		14			—
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		22			35
Interest Expense (Note Payable to Timberland Venture)		14			—
Total Interest Expense, net		36			35
Income before Income Taxes		16			64
Benefit for Income Taxes		(3	)		(5	)
Net Income	$	19		$	69
Per Share Amounts:
Net Income per Share - Basic	$	0.12		$	0.40
Net Income per Share - Diluted	$	0.12		$	0.40
Weighted Average Number of Shares Outstanding
- Basic		162.8			171.2
- Diluted		162.9			171.8

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2009			December 31, 2008
	(In Millions, Except Per Share Amounts)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	351		$	369
Accounts Receivable		32			22
Like-Kind Exchange Funds Held in Escrow		—			48
Taxes Receivable		6			23
Inventories		48			74
Deferred Tax Asset		8			11
Real Estate Development Properties		1			4
Assets Held for Sale		35			137
Other Current Assets		15			11
		496			699
Timber and Timberlands, net		3,585			3,638
Property, Plant and Equipment, net		159			177
Equity Investment in Timberland Venture		189			199
Deferred Tax Asset		21			—
Investment in Grantor Trusts (at Fair Value)		29			25
Other Assets		41			42
Total Assets	$	4,520		$	4,780
LIABILITIES
Current Liabilities:
Current Portion of Long-Term Debt	$	51		$	158
Accounts Payable		35			35
Interest Payable		37			30
Wages Payable		16			28
Taxes Payable		22			18
Deferred Revenue		22			17
Other Current Liabilities		15			21
		198			307
Long-Term Debt		1,696			1,793
Line of Credit		264			231
Note Payable to Timberland Venture		783			783
Deferred Tax Liability		—			4
Other Liabilities		83			90
Total Liabilities		3,024			3,208
Commitments and Contingencies
STOCKHOLDERS’ EQUITY
Preferred Stock, $0.01 par value, authorized shares - 75.0, outstanding - none		—			—
Common Stock, $0.01 par value, authorized shares - 300.6, outstanding (net of Treasury Stock) - 162.8 at September 30, 2009, and 166.0 at December 31, 2008		2			2
Additional Paid-In Capital		2,232			2,225
Retained Earnings		150			149
Treasury Stock, at cost, Common Shares - 24.8 at September 30, 2009, and 21.5 at December 31, 2008		(860	)		(773	)
Accumulated Other Comprehensive Income (Loss)		(28	)		(31	)
Total Stockholders’ Equity		1,496			1,572
Total Liabilities and Stockholders’ Equity	$	4,520		$	4,780

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	September 30, 2009			September 30, 2008
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	208		$	138
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization (includes $10 Lumber Impairment Loss in 2009 and 2008)		85			109
Basis of Real Estate Sold		139			49
Equity Earnings from Timberland Venture		(43	)		—
Distributions from Timberland Venture		53			—
Expenditures for Real Estate Development		(1	)		(6	)
Deferred Income Taxes		(21	)		(11	)
Gain on Extinguishment of Debt		(1	)		—
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(5	)		17
Pension Plan Contributions		(8	)		(7	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		48			(69	)
Income Tax Receivable		17			—
Other Working Capital Changes		12			(1	)
Other		9			6
Net Cash Provided By Operating Activities		492			225
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(45	)		(47	)
Timberlands Acquired		(1	)		(65	)
Other		—			(1	)
Net Cash Used In Investing Activities		(46	)		(113	)
Cash Flows From Financing Activities:
Dividends		(207	)		(216	)
Borrowings on Line of Credit		695			1,275
Repayments on Line of Credit		(662	)		(1,399	)
Proceeds from Issuance of Long-Term Debt		—			250
Principal Payments and Retirement of Long-Term Debt		(203	)		(50	)
Proceeds from Stock Option Exercises		—			14
Acquisition of Treasury Stock		(87	)		(51	)
Net Cash Used In Financing Activities		(464	)		(177	)
Increase (Decrease) In Cash and Cash Equivalents		(18	)		(65	)
Cash and Cash Equivalents:
Beginning of Period		369			240
End of Period	$	351		$	175

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Quarter Ended
	September 30, 2009			September 30, 2008
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	19		$	69
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		28			33
Basis of Real Estate Sold		21			27
Equity Earnings from Timberland Venture		(14	)		—
Distributions from Timberland Venture		28			—
Expenditures for Real Estate Development		—			(1	)
Deferred Income Taxes		—			(3	)
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(1	)		(1	)
Pension Plan Contributions		(8	)		(7	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		—			(8	)
Other Working Capital Changes		20			16
Other		5			6
Net Cash Provided By Operating Activities		98			131
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(17	)		(18	)
Timberlands Acquired		(1	)		(64	)
Other		—			(1	)
Net Cash Used In Investing Activities		(18	)		(83	)
Cash Flows From Financing Activities:
Dividends		(69	)		(72	)
Borrowings on Line of Credit		264			520
Repayments on Line of Credit		(206	)		(457	)
Principal Payments and Retirement of Long-Term Debt		(65	)		(3	)
Proceeds from Stock Option Exercises		—			13
Other		—			1
Net Cash Provided By (Used In) Financing Activities		(76	)		2
Increase (Decrease) In Cash and Cash Equivalents		4			50
Cash and Cash Equivalents:
Beginning of Period		347			125
End of Period	$	351		$	175

EX-99.2

Exhibit 99.2

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Nine Months Ended
	September 30, 2009			September 30, 2008
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	414		$	587
Real Estate		419			217
Manufacturing		189			330
Other		14			19
Total Revenues		1,036			1,153
Costs and Expenses:
Cost of Goods Sold:
Timber		326			420
Real Estate		179			69
Manufacturing		205			345
Other		1			2
Total Cost of Goods Sold		711			836
Selling, General and Administrative		75			94
Total Costs and Expenses		786			930
Other Operating Income (Expense), net		—			2
Operating Income		250			225
Equity Earnings from Timberland Venture		43			—
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		69			105
Interest Expense (Note Payable to Timberland Venture)		43			—
Total Interest Expense, net		112			105
Gain on Extinguishment of Debt		1			—
Income before Income Taxes		182			120
Benefit for Income Taxes		(26	)		(18	)
Net Income	$	208		$	138
Per Share Amounts:
Net Income per Share - Basic	$	1.27		$	0.81
Net Income per Share - Diluted	$	1.27		$	0.80
Weighted Average Number of Shares Outstanding
- Basic		163.5			171.3
- Diluted		163.6			171.8

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Quarter Ended
	September 30, 2009			September 30, 2008
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	152		$	194
Real Estate		73			108
Manufacturing		65			104
Other		4			8
Total Revenues		294			414
Costs and Expenses:
Cost of Goods Sold:
Timber		120			144
Real Estate		51			33
Manufacturing		65			105
Other		—			1
Total Cost of Goods Sold		236			283
Selling, General and Administrative		20			31
Total Costs and Expenses		256			314
Other Operating Income (Expense), net		—			(1	)
Operating Income		38			99
Equity Earnings from Timberland Venture		14			—
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		22			35
Interest Expense (Note Payable to Timberland Venture)		14			—
Total Interest Expense, net		36			35
Income before Income Taxes		16			64
Benefit for Income Taxes		(3	)		(5	)
Net Income	$	19		$	69
Per Share Amounts:
Net Income per Share - Basic	$	0.12		$	0.40
Net Income per Share - Diluted	$	0.12		$	0.40
Weighted Average Number of Shares Outstanding
- Basic		162.8			171.2
- Diluted		162.9			171.8

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2009			December 31, 2008
	(In Millions, Except Per Share Amounts)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	351		$	369
Accounts Receivable		32			22
Like-Kind Exchange Funds Held in Escrow		—			48
Taxes Receivable		6			23
Inventories		48			74
Deferred Tax Asset		8			11
Real Estate Development Properties		1			4
Assets Held for Sale		35			137
Other Current Assets		15			11
		496			699
Timber and Timberlands, net		3,585			3,638
Property, Plant and Equipment, net		159			177
Equity Investment in Timberland Venture		189			199
Deferred Tax Asset		21			—
Investment in Grantor Trusts (at Fair Value)		29			25
Other Assets		41			42
Total Assets	$	4,520		$	4,780
LIABILITIES
Current Liabilities:
Current Portion of Long-Term Debt	$	51		$	158
Accounts Payable		35			35
Interest Payable		37			30
Wages Payable		16			28
Taxes Payable		22			18
Deferred Revenue		22			17
Other Current Liabilities		15			21
		198			307
Long-Term Debt		1,696			1,793
Line of Credit		264			231
Note Payable to Timberland Venture		783			783
Deferred Tax Liability		—			4
Other Liabilities		83			90
Total Liabilities		3,024			3,208
Commitments and Contingencies
STOCKHOLDERS’ EQUITY
Preferred Stock, $0.01 par value, authorized shares - 75.0, outstanding - none		—			—
Common Stock, $0.01 par value, authorized shares - 300.6, outstanding (net of Treasury Stock) -162.8 at September 30, 2009, and 166.0 at December 31, 2008		2			2
Additional Paid-In Capital		2,232			2,225
Retained Earnings		150			149
Treasury Stock, at cost, Common Shares - 24.8 at September 30, 2009, and 21.5 at December 31, 2008		(860	)		(773	)
Accumulated Other Comprehensive Income (Loss)		(28	)		(31	)
Total Stockholders’ Equity		1,496			1,572
Total Liabilities and Stockholders’ Equity	$	4,520		$	4,780

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	September 30, 2009			September 30, 2008
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	208		$	138
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization (includes $10 Lumber Impairment Loss in 2009 and 2008)		85			109
Basis of Real Estate Sold		139			49
Equity Earnings from Timberland Venture		(43	)		—
Distributions from Timberland Venture		53			—
Expenditures for Real Estate Development		(1	)		(6	)
Deferred Income Taxes		(21	)		(11	)
Gain on Extinguishment of Debt		(1	)		—
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(5	)		17
Pension Plan Contributions		(8	)		(7	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		48			(69	)
Income Tax Receivable		17			—
Other Working Capital Changes		12			(1	)
Other		9			6
Net Cash Provided By Operating Activities		492			225
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(45	)		(47	)
Timberlands Acquired		(1	)		(65	)
Other		—			(1	)
Net Cash Used In Investing Activities		(46	)		(113	)
Cash Flows From Financing Activities:
Dividends		(207	)		(216	)
Borrowings on Line of Credit		695			1,275
Repayments on Line of Credit		(662	)		(1,399	)
Proceeds from Issuance of Long-Term Debt		—			250
Principal Payments and Retirement of Long-Term Debt		(203	)		(50	)
Proceeds from Stock Option Exercises		—			14
Acquisition of Treasury Stock		(87	)		(51	)
Net Cash Used In Financing Activities		(464	)		(177	)
Increase (Decrease) In Cash and Cash Equivalents		(18	)		(65	)
Cash and Cash Equivalents:
Beginning of Period		369			240
End of Period	$	351		$	175

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Quarter Ended
	September 30, 2009			September 30, 2008
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	19		$	69
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		28			33
Basis of Real Estate Sold		21			27
Equity Earnings from Timberland Venture		(14	)		—
Distributions from Timberland Venture		28			—
Expenditures for Real Estate Development		—			(1	)
Deferred Income Taxes		—			(3	)
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(1	)		(1	)
Pension Plan Contributions		(8	)		(7	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		—			(8	)
Other Working Capital Changes		20			16
Other		5			6
Net Cash Provided By Operating Activities		98			131
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(17	)		(18	)
Timberlands Acquired		(1	)		(64	)
Other		—			(1	)
Net Cash Used In Investing Activities		(18	)		(83	)
Cash Flows From Financing Activities:
Dividends		(69	)		(72	)
Borrowings on Line of Credit		264			520
Repayments on Line of Credit		(206	)		(457	)
Principal Payments and Retirement of Long-Term Debt		(65	)		(3	)
Proceeds from Stock Option Exercises		—			13
Other		—			1
Net Cash Provided By (Used In) Financing Activities		(76	)		2
Increase (Decrease) In Cash and Cash Equivalents		4			50
Cash and Cash Equivalents:
Beginning of Period		347			125
End of Period	$	351		$	175

Plum Creek Timber Company, Inc.

Segment Data

(Unaudited)

	Nine Months 2009			Nine Months 2008
	(In Millions)
Revenues:
Northern Resources	$	155		$	263
Southern Resources		266			366
Real Estate		419			217
Manufacturing		189			330
Other		14			19
Eliminations		(7	)		(42	)
Total Revenues	$	1,036		$	1,153
Operating Income (Loss)
Northern Resources	$	(2	)	$	33
Southern Resources		64			103
Real Estate		234			141
Manufacturing		(23	)		(24	)
Other		13			17
Other Costs and Eliminations		(36	)		(47	)
Other Operating Income (Expense), net		—			2
Total Operating Income	$	250		$	225

Plum Creek Timber Company, Inc.

Segment Data

(Unaudited)

	Third Quarter 2009			Third Quarter 2008
	(In Millions)
Revenues:
Northern Resources	$	63		$	95
Southern Resources		94			116
Real Estate		73			108
Manufacturing		65			104
Other		4			8
Eliminations		(5	)		(17	)
Total Revenues	$	294		$	414
Operating Income (Loss)
Northern Resources	$	3		$	12
Southern Resources		21			29
Real Estate		20			73
Manufacturing		(1	)		(4	)
Other		4			7
Other Costs and Eliminations		(9	)		(17	)
Other Operating Income (Expense), net		—			(1	)
Total Operating Income	$	38		$	99

Plum Creek Timber Company, Inc

Selected Operating Statistics

(Unaudited)

		2009								2008
		1st Qtr		2nd Qtr		3rd Qtr		YTD		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD
Sales Realization	Units
Southern Resources
Sawlog	$/Ton Stumpage	$	24	$	22	$	22	$	23	$	29	$	26	$	25	$	26	$	26
Pulpwood	$/Ton Stumpage	$	11	$	9	$	9	$	10	$	10	$	10	$	10	$	12	$	10
Northern Resources
Sawlog	$/Ton Delivered	$	57	$	50	$	56	$	55	$	67	$	68	$	74	$	68	$	69
Pulpwood	$/Ton Delivered	$	43	$	38	$	38	$	40	$	39	$	43	$	45	$	44	$	43
Lumber (1)	$/MBF	$	374	$	340	$	448	$	381	$	366	$	367	$	384	$	367	$	371
Plywood (1)	$/MSF	$	362	$	353	$	361	$	359	$	398	$	404	$	396	$	382	$	397
Fiberboard (1)	$/MSF	$	601	$	593	$	596	$	597	$	591	$	600	$	610	$	625	$	604
Sales Volume
Southern Resources
Sawlog	1,000 Tons		942		1,217		1,250		3,409		1,459		1,666		1,425		1,020		5,570
Pulpwood	1,000 Tons		1,487		1,849		2,014		5,350		1,976		2,221		2,089		1,741		8,027
Total Harvest			2,429		3,066		3,264		8,759		3,435		3,887		3,514		2,761		13,597
Northern Resources
Sawlog	1,000 Tons		525		371		632		1,528		978		739		828		821		3,366
Pulpwood	1,000 Tons		613		397		691		1,701		738		504		725		649		2,616
Total Harvest			1,138		768		1,323		3,229		1,716		1,243		1,553		1,470		5,982
Lumber	MBF		35,123		60,371		40,590		136,084		69,596		83,477		74,100		62,660		289,833
Plywood	MSF		35,439		40,729		41,479		117,647		68,746		68,616		62,112		37,509		236,983
Fiberboard	MSF		34,044		32,802		34,282		101,128		58,784		63,205		44,371		31,071		197,431

(1) Represents prices at mill level.

Plum Creek Timber Company, Inc.

Land Sale Statistics

(Unaudited)

	2009								2008
	1st Qtr (1)		2nd Qtr		3rd Qtr		YTD		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr (2)		YTD
Acres Sold
Small Non-strategic		1,665		9,840		5,545		17,050		17,145		13,215		14,800		47,125		92,285
Large Non-strategic		—		59,160		—		59,160		—		—		—		—		—
Conservation		113,355		3,895		43,695		160,945		1,015		595		39,880		134,250		175,740
HBU/Recreation		2,180		10,955		10,440		23,575		10,635		11,785		15,640		7,550		45,610
Development Properties		1,485		25		515		2,025		65		700		10		45		820
Conservation Easements		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a
		118,685		83,875		60,195		262,755		28,860		26,295		70,330		188,970		314,455
Price per Acre
Small Non-strategic	$	1,330	$	900	$	970	$	965	$	1,180	$	1,285	$	1,145	$	745	$	965
Large Non-strategic		—	$	650		—	$	650		—		—		—		—		—
Conservation	$	2,225	$	1,705	$	350	$	1,700	$	395	$	1,555	$	1,035	$	1,170	$	1,140
HBU/Recreation	$	3,420	$	2,200	$	2,115	$	2,275	$	2,875	$	2,740	$	3,220	$	2,965	$	2,975
Development Properties	$	4,075	$	13,650	$	9,190	$	5,480	$	5,825	$	9,630	$	13,130	$	4,095	$	8,770
Conservation Easements		—		—		—		—		—		—		—		—		—
Revenue, ($ millions)
Small Non-strategic	$	2	$	9	$	5	$	16	$	20	$	17	$	17	$	35	$	89
Large Non-strategic		—	$	38		—	$	38		—		—		—		—		—
Conservation	$	252	$	7	$	15	$	274		—	$	1	$	41	$	157	$	200
HBU/Recreation	$	7	$	24	$	22	$	54	$	31	$	32	$	50	$	22	$	136
Development Properties	$	6		—	$	5	$	11		—	$	7		—		—	$	7
Conservation Easements		—		—		—		—		—		—		—		—		—
	$	268	$	78	$	48	$	394	$	52	$	57	$	108	$	215	$	432
Revenue from Non-Cash Exchange (4)		—		—	$	25	$	25		—		—		—		—		—
Basis of Real Estate Sold (3)	$	89	$	29	$	21	$	139	$	10	$	13	$	26	$	100	$	149

(1) During the 1st quarter of 2009, we sold 112,000 acres in Montana to a conservation buyer for $250 million. The sale is presented as a Conservation sale. The transaction included 56,000 acres of Conservation property, 10,000 acres of Small Non-strategic property, 45,000 acres of HBU/Recreation property, and 1,000 acres of Development property.

(2) During the 4th quarter of 2008, we sold 130,000 acres in Montana to a conservation buyer for $150 million. The sale is presented as a Conservation sale. The transaction included 59,000 acres of Conservation property, 51,000 acres of Small Non-strategic property, 16,000 acres of HBU/Recreation property, and 4,000 acres of Development property.

(3) Includes $16 million in the second quarter of 2009 for a 59,000 acre Large Non-strategic sale in Wisconsin, $85 million in the first quarter of 2009 for a 112,000 acre conservation sale in Montana and $75 million in the fourth quarter of 2008 for a 130,000 acre conservation sale in Montana.

(4) During the 3^rd quarter of 2009, we completed a non-cash exchange with the State of Washington. We recognized $25 million of revenue which represents the fair value of the lands we received. No gain was recognized in the transaction as the book value of the timberlands we disposed of approximated the exchange value of $25 million. No basis is reflected in the cash flow statement as this was a non-cash exchange. The exchange consisted of us relinquishing 20,600 acres of timberlands and receiving 37 parcels in nine counties covering more than 6,000 acres. The lands acquired in the exchange have attributes yielding a higher value per acre than the lands we surrendered.

PLUM CREEK TIMBER COMPANY, INC.

DEBT MATURITIES SCHEDULE

September 30, 2009

(UNAUDITED)

	Borrowings (1)
	Principal	Weighted Avg. Interest Rate
Quarterly Maturities through 2010:
1st Qtr 2010	53	5.480	%
4th Qtr 2010	3	8.050	%
Annual Maturities through 2014:
2011	376	7.727	% (2)
2012	603	—	(3)
2013	250	6.663	% (4)
2014	3	8.050	%

(1) Does not include repayments on the company’s $750 million revolving line of credit due in 2011.

(2) Principal amount composed of senior notes with principal amounts of $51 million, $3 million, $273 million and $49 million and interest rates of 7.970%, 8.050%, 7.660% and 7.830%, respectively.

(3) Includes $600 million of maturities for the company’s two term credit agreements and senior notes with principal of $3 million and an interest rate of 8.050%. The interest rate on the $350 million term credit agreement is currently based on LIBOR plus 0.45%. The interest rate on the $250 million term credit agreement is currently based on LIBOR plus 1.00%.

(4) Principal amount composed of senior notes with principal amounts of $3 million, $73 million and $174 million and interest rates of 8.050%, 7.760% and 6.180%, respectively.