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): February 1, 2010

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 February 1, 2010, Plum Creek Timber Company, Inc. issued a press release reporting its results of operations for the quarter and year ended December 31, 2009, and posted to its website (www.plumcreek.com) certain supplemental financial and statistical information for the quarter and year ended December 31, 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 February 1, 2010, reporting results of operations for the quarter and year ended December 31, 2009.
99.2	Supplemental Financial and Statistical Information for the quarter and year ended December 31, 2009, posted on February 1, 2010.

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: February 1, 2010

PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index

Exhibit No.
99.1	Press release of Plum Creek Timber Company, Inc. issued February 1, 2010, reporting results of operations for the quarter and year ended December 31, 2009.
99.2	Supplemental Financial and Statistical Information for the quarter and year ended December 31, 2009, posted on February 1, 2010.

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 more information contact:
For immediate release	Investors: John Hobbs 1-800-858-5347
Feb. 1, 2010	Media: Kathy Budinick 1-888-467-3751

Plum Creek Reports Results for Fourth Quarter and Full Year 2009

SEATTLE – Plum Creek Timber Company, Inc. (NYSE: PCL) today announced fourth quarter earnings of $28 million, or $0.17 per diluted share, on revenues of $258 million. Earnings for the fourth quarter of 2008 were $95 million, or $0.57 per diluted share, on revenues of $461 million.

Earnings for the fourth quarter of 2009 include a $3 million, $0.02 per diluted share, loss on the early extinguishment of debt. Earnings for the fourth quarter of 2008 included an $11 million, $0.07 per diluted share, gain from the early retirement of debt and $3 million after-tax, $0.02 per diluted share, of severance costs primarily associated with the company’s downsizing of its lumber business.

Earnings for the full year of 2009 were $236 million, or $1.44 per diluted share, on revenues of $1.29 billion. Earnings for the full year of 2008 were $233 million, or $1.37 per diluted share, on revenues of $1.61 billion.

Results for the full year of 2009 include $2 million of losses on early debt retirement and approximately $13 million of after-tax ($22 million pre-tax) charges primarily associated with the downsizing of the company’s manufacturing operations. These items were offset somewhat by one-time tax benefits of approximately $8 million recorded in the first quarter of 2009. Combined, these items reduced net income by $7 million, or approximately $0.04 per diluted share.

Results for the full year of 2008 included the gain from the early retirement of debt and the severance costs mentioned above as well as the effect of a $6 million after-tax ($10 million pre-tax) impairment charge related to the company’s lumber manufacturing business recognized during the second quarter of 2008. Combined, these items increased net income $2 million, or $0.01 per share.

“Our fourth quarter results came in much as we anticipated with stable to improving timber prices and seasonally better land sales activity,” said Rick Holley, president and chief executive officer.

(more)

Plum Creek Reports Results for Fourth Quarter

Page 2

“During the past year, our financial and balance sheet strength enabled us to exercise operational flexibility. We chose to reduce our sawlog harvest and elected to focus our harvest activity in attractive pulpwood markets. These actions allowed us to make the most of market conditions while protecting long-term asset values. Similarly, we increased our sales of lower-value recreation lands in receptive geographic markets such as the Gulf South region.

“While the economic conditions of 2009 were the most difficult the company has ever faced, Plum Creek generated $540 million of cash flow from operations, well in excess of the cash needed to pay our dividend. We continued our disciplined use of capital. During 2009 we replanted more than 60 million trees and invested in advanced forestry practices that enhance the productivity of our existing forests. We reduced debt by more than $180 million, and repurchased $87 million of stock, or 2 percent of the outstanding shares.

“We also continued to develop our emerging business opportunities, particularly those focused on serving new markets that address the effects of climate change. In 2010 we expect to grow as a supplier to power producers who seek the benefits of environmentally friendly, wood-based renewable resources. In addition, we will begin to realize lease income from companies generating clean, wind-based electricity on our lands.”

Summary of 2009 Results

For the year, the company reported net income of $236 million, an increase of $3 million compared to 2008. Year-over-year earnings improved due to lower third party interest expense which declined $45 million from 2008, the result of debt reductions and a lower average cost of debt. This offset a $29 million decline in operating income as the effects of the recession impacted the operating results of nearly every segment. The 2008 results also included a one-time $11 million gain on the early retirement of debt.

Record low residential construction activity reduced sawlog prices across the nation by 16 to 21 percent year-over-year. The effect of the recession on pulpwood markets was more muted, and pulpwood prices were down 4 to 8 percent from strong 2008 levels. To take advantage of attractive pulpwood prices, the company focused its harvesting activities on thinning young stands of trees which produce a high proportion of pulpwood. At the same time, the company maintained a low sawlog harvest level, deferring the harvest of 1.6 million tons of sawlogs, rather than sell the trees at low prices. This decision reduced current income by approximately $30 million. As a result of the lower overall harvest level, the mix shift toward pulpwood, and lower log prices, operating income in the timber resource segments declined a combined $91 million.

In the Real Estate segment, the company reported income of $278 million during 2009 compared with $245 million during 2008. Both the 2008 and 2009 results include income from the three-phase Montana conservation sale of approximately 310,000 acres of timberlands to The Nature Conservancy and The Trust for Public Land. The first two phases contributed $74 million and $162 million to the segment’s 2008 and 2009 results, respectively. The 2009 results also include $23 million of income related to the strategic disposition of 59,000 acres of Wisconsin timberlands. The balance of the 2009 income was generated from the sale of approximately 50,000 acres of recreation properties, 54,000 acres of conservation lands and 20,000 acres of lower-productivity, non-strategic timberlands.

(more)

Plum Creek Reports Results for Fourth Quarter

Page 3

Results for the company’s manufacturing segment improved by $21 million from the $44 million loss reported during 2008. During 2009, the company downsized its lumber operations and reduced production in its plywood and medium density fiberboard lines to match current demand. The reported operating loss for 2009 includes asset impairments, severance charges and pension settlement charges totaling $20 million related to the segment’s downsizing. The 2008 losses include $12 million of asset impairments and severance costs as well as $16 million of write-downs on purchased log commitments and finished goods inventories.

The company undertook a number of cost containment initiatives during 2009 and, as a result, reduced selling, general and administrative costs by approximately $22 million.

Review of Quarterly Operations

The Northern Resources segment reported a $1 million loss for the fourth quarter, compared with operating profit of $8 million reported in the fourth quarter of 2008. Timber prices and volumes were lower than the same period of 2008. Sawlog prices held stable during the fourth quarter and were, on average, 18 percent lower than the prices during the fourth quarter of 2008. The company continued to defer its sawlog harvest in response to weak prices. The quarter’s sawlog harvest was 211,000 tons, or 26 percent, lower than the same period of 2008. Pulpwood prices were stable during the fourth quarter and were 13 percent lower than the same period of 2008. Pulpwood harvest volumes were 82,000 tons, or 13 percent, lower than the same period of 2008.

The Southern Resources segment reported fourth quarter operating profit of $17 million, compared with a $25 million operating profit reported during the fourth quarter of 2008. The decline in operating profit was driven by a 20 percent decline in sawlog prices and a 15 percent decline in pulpwood prices compared with the same period of 2008. The Southern sawlog harvest was 27,000 tons, or 3 percent, lower than the same period of 2008 and remained near its lowest recorded level as the company deferred the harvest of its most valuable timber. The Southern pulpwood harvest was 92,000 tons, or 5 percent, below the fourth-quarter 2008 level.

The Real Estate segment reported revenue of $67 million and operating profit of $44 million in the fourth quarter of 2009. The segment reported $215 million of revenue and $104 million of operating profit for the fourth quarter of 2008. The 2008 results include $150 million of revenue and $74 million of operating income from the first phase of the Montana conservation sale.

(more)

Plum Creek Reports Results for Fourth Quarter

Page 4

During the fourth quarter, the company sold approximately 34,000 acres of land. Of this, 26,700 acres consisted of rural recreation lands that captured $2,200 per acre. Approximately 4,900 acres of conservation lands sold for nearly $1,300 per acre and 2,600 acres of low-productivity, non-strategic properties captured $855 per acre.

The Manufacturing segment reported breakeven results for the fourth quarter of 2009, compared with a $20 million loss during the same period of 2008. The 2008 results include approximately $8 million of write-down for certain purchased log commitments and inventories, as well as approximately $2 million of severance costs related to the downsizing of the manufacturing segment. The downsizing and cost management efforts within the segment drove improved results in each product line despite significantly lower lumber sales volume and lower prices for both plywood and medium density fiberboard.

Outlook

“Business conditions stabilized in the second half of 2009, and we’ve seen some modest recovery from the extreme lows set earlier in 2009,” continued Holley. “While we believe recovery in our core businesses will continue in 2010, we believe the recovery will be slow by historic standards.

“We are approaching 2010 conservatively with an eye toward protecting shareholder value and positioning ourselves for the long-term. We plan to keep the harvest of our most valuable sawlogs low. In our real estate segment, we will concentrate on capturing attractive prices for lower-value properties, holding our most valuable lands for the future.”

The company plans to harvest between 15 and 16 million tons of timber this year, comparable to 2009 levels. The company expects its Northern harvest volume to be similar to 2009’s level, continuing to defer a significant portion of its sawlog harvest for future years. In the South, the company expects its overall harvest to be similar to 2009’s 11.4 million tons, but will shift its harvest emphasis from first thinnings that produce exclusively pulpwood to second thinnings that produce a mix of pulpwood and small-diameter sawlogs. As a result, the company expects its Southern pulpwood volumes to decline as much as a million tons from 2009 levels with a corresponding increase in small-diameter sawlog volumes.

Real Estate segment sales for the year are expected to be between $350 million and $370 million. First quarter sales are expected to be between $85 million and $95 million. The company expects to close on the $89 million final phase of its three-phase conservation sale in Montana during the fourth quarter of 2010.

The Manufacturing segment is expected to return to profitability in 2010.

Reflecting all of these factors, the company expects 2010 income to be between $1.25 and $1.45 per share. The company anticipates first quarter income from continuing operations to be between $0.34 and $0.39 per share.

“Like 2009, our approach in 2010 will be to continue to exercise operational flexibility. We have a strong balance sheet and will adjust our activities to respond to market conditions and protect long-term value. We will remain disciplined in our operational and capital allocation decisions. Our asset diversification, financial capability and strategic focus have Plum Creek well positioned to benefit from the opportunities that lie ahead,” concluded Holley.

(more)

Plum Creek Reports Results for Fourth Quarter

Page 5

Earnings Conference Call and Supplemental Information

Plum Creek will hold a conference call today, Feb. 1, at 5:00 p.m. EST (2:00 p.m. PST). A live webcast of the conference call may be accessed through Plum Creek’s Internet 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 of the call, referencing Plum Creek’s earnings conference call. Those wishing to access the call from outside the United States and Canada should dial 1-706-645-9676, also referencing Plum Creek’s earnings conference call. 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 39777503.

Supplemental financial information for Plum Creek operations, including statistical data, is available in the Investors section of Plum Creek’s website 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.

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.

(more)

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Twelve Months Ended
	December 31, 2009			December 31, 2008
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	545		$	752
Real Estate		486			432
Manufacturing		245			405
Other		18			25
Total Revenues		1,294			1,614
Costs and Expenses:
Cost of Goods Sold:
Timber		431			542
Real Estate		200			178
Manufacturing		257			435
Other		1			2
Total Cost of Goods Sold		889			1,157
Selling, General and Administrative		106			128
Total Costs and Expenses		995			1,285
Other Operating Income (Expense), net		—			(1	)
Operating Income		299			328
Equity Earnings from Timberland Venture		55			15
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		89			134
Interest Expense (Note Payable to Timberland Venture)		58			14
Total Interest Expense, net		147			148
Gain (Loss) on Extinguishment of Debt		(2	)		11
Income before Income Taxes		205			206
Benefit for Income Taxes		(31	)		(27	)
Net Income	$	236		$	233
Per Share Amounts:
Net Income per Share - Basic	$	1.45		$	1.37
Net Income per Share - Diluted	$	1.44		$	1.37
Weighted Average Number of Shares Outstanding
- Basic		163.3			170.3
- Diluted		163.4			170.7

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Quarter Ended
	December 31, 2009			December 31, 2008
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	131		$	165
Real Estate		67			215
Manufacturing		56			75
Other		4			6
Total Revenues		258			461
Costs and Expenses:
Cost of Goods Sold:
Timber		105			122
Real Estate		21			109
Manufacturing		52			90
Other		—			—
Total Cost of Goods Sold		178			321
Selling, General and Administrative		31			34
Total Costs and Expenses		209			355
Other Operating Income (Expense), net		—			(3	)
Operating Income		49			103
Equity Earnings from Timberland Venture		12			15
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		20			29
Interest Expense (Note Payable to Timberland Venture)		15			14
Total Interest Expense, net		35			43
Gain (Loss) on Extinguishment of Debt		(3	)		11
Income before Income Taxes		23			86
Benefit for Income Taxes		(5	)		(9	)
Net Income	$	28		$	95
Per Share Amounts:
Net Income per Share - Basic	$	0.17		$	0.57
Net Income per Share - Diluted	$	0.17		$	0.57
Weighted Average Number of Shares Outstanding
- Basic		162.8			167.2
- Diluted		163.0			167.4

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 31, 2009			December 31, 2008
	(In Millions, Except Per Share Amounts)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	299		$	369
Accounts Receivable		24			22
Like-Kind Exchange Funds Held in Escrow		—			48
Taxes Receivable		15			23
Inventories		46			74
Deferred Tax Asset		6			11
Real Estate Development Properties		1			4
Assets Held for Sale		115			137
Other Current Assets		13			11
		519			699
Timber and Timberlands, net		3,487			3,638
Property, Plant and Equipment, net		156			177
Equity Investment in Timberland Venture		201			199
Deferred Tax Asset		14			—
Investment in Grantor Trusts (at Fair Value)		33			25
Other Assets		38			42
Total Assets	$	4,448		$	4,780
LIABILITIES
Current Liabilities:
Current Portion of Long-Term Debt	$	55		$	158
Accounts Payable		32			35
Interest Payable		25			30
Wages Payable		20			28
Taxes Payable		14			18
Deferred Revenue		16			17
Other Current Liabilities		21			21
		183			307
Long-Term Debt		1,625			1,793
Line of Credit		320			231
Note Payable to Timberland Venture		783			783
Deferred Tax Liability		—			4
Other Liabilities		71			90
Total Liabilities		2,982			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 December 31, 2009, and 166.0 at December 31, 2008		2			2
Additional Paid-In Capital		2,233			2,225
Retained Earnings		110			149
Treasury Stock, at cost, Common Shares - 24.8 at December 31, 2009, and 21.5 at December 31, 2008		(860	)		(773	)
Accumulated Other Comprehensive Income (Loss)		(19	)		(31	)
Total Stockholders’ Equity		1,466			1,572
Total Liabilities and Stockholders’ Equity	$	4,448		$	4,780

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Twelve Months Ended
	December 31, 2009			December 31, 2008
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	236		$	233
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)		109			135
Basis of Real Estate Sold		155			149
Equity Earnings from Timberland Venture		(55	)		(15	)
Distributions from Timberland Venture		53			—
Expenditures for Real Estate Development		(1	)		(7	)
Deferred Income Taxes		(14	)		(10	)
Gain on Sales of Properties and Other Assets		—			(3	)
(Gain) Loss on Extinguishment of Debt		2			(11	)
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(6	)		18
Pension Plan Contributions		(10	)		(30	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		48			(48	)
Income Tax Receivable		8			(19	)
Other Working Capital Changes		5			11
Other		10			17
Net Cash Provided By Operating Activities		540			420
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(61	)		(70	)
Timberlands Acquired		(1	)		(119	)
Investment in Timberland Venture		—			(9	)
Purchases of Marketable Securities		(3	)		(7	)
Other		1			—
Net Cash Used In Investing Activities		(64	)		(205	)
Cash Flows From Financing Activities:
Dividends		(275	)		(286	)
Borrowings on Line of Credit		1,073			1,506
Repayments on Line of Credit		(984	)		(1,831	)
Proceeds from Issuance of Long-Term Debt		—			250
Principal Payments and Retirement of Long-Term Debt		(273	)		(258	)
Note Payable to Timberland Venture		—			783
Proceeds from Stock Option Exercises		—			14
Acquisition of Treasury Stock		(87	)		(264	)
Net Cash Used In Financing Activities		(546	)		(86	)
Increase (Decrease) In Cash and Cash Equivalents		(70	)		129
Cash and Cash Equivalents:
Beginning of Period		369			240
End of Period	$	299		$	369
Non-Cash Investing Activity
Contribution of Timber and Timberlands to Timberland Venture	$	—		$	174

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Quarter Ended
	December 31, 2009			December 31, 2008
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	28		$	95
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		24			26
Basis of Real Estate Sold		16			100
Equity Earnings from Timberland Venture		(12	)		(15	)
Expenditures for Real Estate Development		—			(1	)
Deferred Income Taxes		7			1
(Gain) Loss on Extinguishment of Debt		3			(11	)
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(1	)		1
Pension Plan Contributions		(2	)		(23	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		—			21
Income Tax Receivable		(9	)		(19	)
Other Working Capital Changes		(7	)		12
Other		1			8
Net Cash Provided By Operating Activities		48			195
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(16	)		(23	)
Timberlands Acquired		—			(54	)
Investment in Timberland Venture		—			(9	)
Purchases of Marketable Securities		(3	)		(6	)
Other		1			—
Net Cash Used In Investing Activities		(18	)		(92	)
Cash Flows From Financing Activities:
Dividends		(68	)		(70	)
Borrowings on Line of Credit		378			231
Repayments on Line of Credit		(322	)		(432	)
Principal Payments and Retirement of Long-Term Debt		(70	)		(208	)
Note Payable to Timberland Venture		—			783
Acquisition of Treasury Stock		—			(213	)
Net Cash Provided by (Used In) Financing Activities		(82	)		91
Increase (Decrease) In Cash and Cash Equivalents		(52	)		194
Cash and Cash Equivalents:
Beginning of Period		351			175
End of Period	$	299		$	369
Non-Cash Investing Activity
Contribution of Timber and Timberlands to Timberland Venture	$	—		$	174

EX-99.2

Exhibit 99.2

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Twelve Months Ended
	December 31, 2009			December 31, 2008
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	545		$	752
Real Estate		486			432
Manufacturing		245			405
Other		18			25
Total Revenues		1,294			1,614
Costs and Expenses:
Cost of Goods Sold:
Timber		431			542
Real Estate		200			178
Manufacturing		257			435
Other		1			2
Total Cost of Goods Sold		889			1,157
Selling, General and Administrative		106			128
Total Costs and Expenses		995			1,285
Other Operating Income (Expense), net		—			(1	)
Operating Income		299			328
Equity Earnings from Timberland Venture		55			15
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		89			134
Interest Expense (Note Payable to Timberland Venture)		58			14
Total Interest Expense, net		147			148
Gain (Loss) on Extinguishment of Debt		(2	)		11
Income before Income Taxes		205			206
Benefit for Income Taxes		(31	)		(27	)
Net Income	$	236		$	233
Per Share Amounts:
Net Income per Share - Basic	$	1.45		$	1.37
Net Income per Share - Diluted	$	1.44		$	1.37
Weighted Average Number of Shares Outstanding
- Basic		163.3			170.3
- Diluted		163.4			170.7

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Quarter Ended
	December 31, 2009			December 31, 2008
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	131		$	165
Real Estate		67			215
Manufacturing		56			75
Other		4			6
Total Revenues		258			461
Costs and Expenses:
Cost of Goods Sold:
Timber		105			122
Real Estate		21			109
Manufacturing		52			90
Other		—			—
Total Cost of Goods Sold		178			321
Selling, General and Administrative		31			34
Total Costs and Expenses		209			355
Other Operating Income (Expense), net		—			(3	)
Operating Income		49			103
Equity Earnings from Timberland Venture		12			15
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		20			29
Interest Expense (Note Payable to Timberland Venture)		15			14
Total Interest Expense, net		35			43
Gain (Loss) on Extinguishment of Debt		(3	)		11
Income before Income Taxes		23			86
Benefit for Income Taxes		(5	)		(9	)
Net Income	$	28		$	95
Per Share Amounts:
Net Income per Share - Basic	$	0.17		$	0.57
Net Income per Share - Diluted	$	0.17		$	0.57
Weighted Average Number of Shares Outstanding
- Basic		162.8			167.2
- Diluted		163.0			167.4

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 31, 2009			December 31, 2008
	(In Millions, Except Per Share Amounts)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	299		$	369
Accounts Receivable		24			22
Like-Kind Exchange Funds Held in Escrow		—			48
Taxes Receivable		15			23
Inventories		46			74
Deferred Tax Asset		6			11
Real Estate Development Properties		1			4
Assets Held for Sale		115			137
Other Current Assets		13			11
		519			699
Timber and Timberlands, net		3,487			3,638
Property, Plant and Equipment, net		156			177
Equity Investment in Timberland Venture		201			199
Deferred Tax Asset		14			—
Investment in Grantor Trusts (at Fair Value)		33			25
Other Assets		38			42
Total Assets	$	4,448		$	4,780
LIABILITIES
Current Liabilities:
Current Portion of Long-Term Debt	$	55		$	158
Accounts Payable		32			35
Interest Payable		25			30
Wages Payable		20			28
Taxes Payable		14			18
Deferred Revenue		16			17
Other Current Liabilities		21			21
		183			307
Long-Term Debt		1,625			1,793
Line of Credit		320			231
Note Payable to Timberland Venture		783			783
Deferred Tax Liability		—			4
Other Liabilities		71			90
Total Liabilities		2,982			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 December 31, 2009, and 166.0 at December 31, 2008		2			2
Additional Paid-In Capital		2,233			2,225
Retained Earnings		110			149
Treasury Stock, at cost, Common Shares - 24.8 at December 31, 2009, and 21.5 at December 31, 2008		(860	)		(773	)
Accumulated Other Comprehensive Income (Loss)		(19	)		(31	)
Total Stockholders’ Equity		1,466			1,572
Total Liabilities and Stockholders’ Equity	$	4,448		$	4,780

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Twelve Months Ended
	December 31, 2009			December 31, 2008
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	236		$	233
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)		109			135
Basis of Real Estate Sold		155			149
Equity Earnings from Timberland Venture		(55	)		(15	)
Distributions from Timberland Venture		53			—
Expenditures for Real Estate Development		(1	)		(7	)
Deferred Income Taxes		(14	)		(10	)
Gain on Sales of Properties and Other Assets		—			(3	)
(Gain) Loss on Extinguishment of Debt		2			(11	)
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(6	)		18
Pension Plan Contributions		(10	)		(30	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		48			(48	)
Income Tax Receivable		8			(19	)
Other Working Capital Changes		5			11
Other		10			17
Net Cash Provided By Operating Activities		540			420
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(61	)		(70	)
Timberlands Acquired		(1	)		(119	)
Investment in Timberland Venture		—			(9	)
Purchases of Marketable Securities		(3	)		(7	)
Other		1			—
Net Cash Used In Investing Activities		(64	)		(205	)
Cash Flows From Financing Activities:
Dividends		(275	)		(286	)
Borrowings on Line of Credit		1,073			1,506
Repayments on Line of Credit		(984	)		(1,831	)
Proceeds from Issuance of Long-Term Debt		—			250
Principal Payments and Retirement of Long-Term Debt		(273	)		(258	)
Note Payable to Timberland Venture		—			783
Proceeds from Stock Option Exercises		—			14
Acquisition of Treasury Stock		(87	)		(264	)
Net Cash Used In Financing Activities		(546	)		(86	)
Increase (Decrease) In Cash and Cash Equivalents		(70	)		129
Cash and Cash Equivalents:
Beginning of Period		369			240
End of Period	$	299		$	369
Non-Cash Investing Activity
Contribution of Timber and Timberlands to Timberland Venture	$	—		$	174

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Quarter Ended
	December 31, 2009			December 31, 2008
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	28		$	95
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		24			26
Basis of Real Estate Sold		16			100
Equity Earnings from Timberland Venture		(12	)		(15	)
Expenditures for Real Estate Development		—			(1	)
Deferred Income Taxes		7			1
(Gain) Loss on Extinguishment of Debt		3			(11	)
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(1	)		1
Pension Plan Contributions		(2	)		(23	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		—			21
Income Tax Receivable		(9	)		(19	)
Other Working Capital Changes		(7	)		12
Other		1			8
Net Cash Provided By Operating Activities		48			195
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(16	)		(23	)
Timberlands Acquired		—			(54	)
Investment in Timberland Venture		—			(9	)
Purchases of Marketable Securities		(3	)		(6	)
Other		1			—
Net Cash Used In Investing Activities		(18	)		(92	)
Cash Flows From Financing Activities:
Dividends		(68	)		(70	)
Borrowings on Line of Credit		378			231
Repayments on Line of Credit		(322	)		(432	)
Principal Payments and Retirement of Long-Term Debt		(70	)		(208	)
Note Payable to Timberland Venture		—			783
Acquisition of Treasury Stock		—			(213	)
Net Cash Provided by (Used In) Financing Activities		(82	)		91
Increase (Decrease) In Cash and Cash Equivalents		(52	)		194
Cash and Cash Equivalents:
Beginning of Period		351			175
End of Period	$	299		$	369
Non-Cash Investing Activity
Contribution of Timber and Timberlands to Timberland Venture	$	—		$	174

Plum Creek Timber Company, Inc.

Segment Data

(Unaudited)

	Twelve Months 2009			Twelve Months 2008
	(In Millions)
Revenues:
Northern Resources	$	212		$	347
Southern Resources		347			461
Real Estate		486			432
Manufacturing		245			405
Other		18			25
Eliminations		(14	)		(56	)
Total Revenues	$	1,294		$	1,614
Operating Income (Loss)
Northern Resources	$	(3	)	$	41
Southern Resources		81			128
Real Estate		278			245
Manufacturing		(23	)		(44	)
Other		17			23
Other Costs and Eliminations		(51	)		(64	)
Other Operating Income (Expense), net		—			(1	)
Total Operating Income	$	299		$	328

Plum Creek Timber Company, Inc.

Segment Data

(Unaudited)

	Fourth Quarter 2009			Fourth Quarter 2008
	(In Millions)
Revenues:
Northern Resources	$	57		$	84
Southern Resources		81			95
Real Estate		67			215
Manufacturing		56			75
Other		4			6
Eliminations		(7	)		(14	)
Total Revenues	$	258		$	461
Operating Income (Loss)
Northern Resources	$	(1	)	$	8
Southern Resources		17			25
Real Estate		44			104
Manufacturing		—			(20	)
Other		4			6
Other Costs and Eliminations		(15	)		(17	)
Other Operating Income (Expense), net		—			(3	)
Total Operating Income	$	49		$	103

Plum Creek Timber Company, Inc

Selected Operating Statistics

(Unaudited)

		2009										2008
		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD
Sales Realization	Units
Southern Resources
Sawlog	$/Ton Stumpage	$	24	$	22	$	22	$	21	$	22	$	29	$	26	$	25	$	26	$	26
Pulpwood	$/Ton Stumpage	$	11	$	9	$	9	$	10	$	10	$	10	$	10	$	10	$	12	$	10
Northern Resources
Sawlog	$/Ton Delivered	$	57	$	50	$	56	$	56	$	55	$	67	$	68	$	74	$	68	$	69
Pulpwood	$/Ton Delivered	$	43	$	38	$	38	$	38	$	40	$	39	$	43	$	45	$	44	$	43
Lumber (1)	$/MBF	$	374	$	340	$	448	$	477	$	397	$	366	$	367	$	384	$	367	$	371
Plywood (1)	$/MSF	$	362	$	353	$	361	$	352	$	357	$	398	$	404	$	396	$	382	$	397
Fiberboard (1)	$/MSF	$	601	$	593	$	596	$	599	$	597	$	591	$	600	$	610	$	625	$	604
Sales Volume
Southern Resources
Sawlog	1,000 Tons		942		1,217		1,250		993		4,402		1,459		1,666		1,425		1,020		5,570
Pulpwood	1,000 Tons		1,487		1,849		2,014		1,649		6,999		1,976		2,221		2,089		1,741		8,027
Total Harvest			2,429		3,066		3,264		2,642		11,401		3,435		3,887		3,514		2,761		13,597
Northern Resources
Sawlog	1,000 Tons		525		371		632		609		2,137		978		739		828		821		3,366
Pulpwood	1,000 Tons		613		397		691		567		2,268		738		504		725		649		2,616
Total Harvest			1,138		768		1,323		1,176		4,405		1,716		1,243		1,553		1,470		5,982
Lumber	MBF		35,123		60,371		40,590		28,428		164,512		69,596		83,477		74,100		62,660		289,833
Plywood	MSF		35,439		40,729		41,479		37,271		154,918		68,746		68,616		62,112		37,509		236,983
Fiberboard	MSF		34,044		32,802		34,282		30,964		132,092		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		4th Qtr		YTD		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr (2)		YTD
Acres Sold
Small Non-strategic		1,665		9,840		5,545		2,570		19,620		17,145		13,215		14,800		47,125		92,285
Large Non-strategic		—		59,160		—		—		59,160		—		—		—		—		—
Conservation		113,355		3,895		43,695		4,910		165,855		1,015		595		39,880		134,250		175,740
HBU/Recreation		2,180		10,955		10,440		26,700		50,275		10,635		11,785		15,640		7,550		45,610
Development Properties		1,485		25		515		35		2,060		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		n/a
		118,685		83,875		60,195		34,215		296,970		28,860		26,295		70,330		188,970		314,455
Price per Acre
Small Non-strategic	$	1,330	$	900	$	970	$	855	$	950	$	1,180	$	1,285	$	1,145	$	745	$	965
Large Non-strategic		—	$	650		—		—	$	650		—		—		—		—		—
Conservation	$	2,225	$	1,705	$	350	$	1,280	$	1,690	$	395	$	1,555	$	1,035	$	1,170	$	1,140
HBU/Recreation	$	3,420	$	2,200	$	2,115	$	2,200	$	2,235	$	2,875	$	2,740	$	3,220	$	2,965	$	2,975
Development Properties	$	4,075	$	13,650	$	9,190	$	7,485	$	5,520	$	5,825	$	9,630	$	13,130	$	4,095	$	8,770
Conservation Easements		—		—		—		—		—		—		—		—		—		—
Revenue, ($ millions)
Small Non-strategic	$	2	$	9	$	5	$	2	$	19	$	20	$	17	$	17	$	35	$	89
Large Non-strategic		—	$	38		—		—	$	38		—		—		—		—		—
Conservation	$	252	$	7	$	15	$	6	$	280		—	$	1	$	41	$	157	$	200
HBU/Recreation	$	7	$	24	$	22	$	59	$	112	$	31	$	32	$	50	$	22	$	136
Development Properties	$	6		—	$	5		—	$	12		—	$	7		—		—	$	7
Conservation Easements		—		—		—		—		—		—		—		—		—		—
	$	268	$	78	$	48	$	67	$	461	$	52	$	57	$	108	$	215	$	432
Revenue from Non-Cash Exchange (4)		—		—	$	25		—	$	25		—		—		—		—		—
Basis of Real Estate Sold (3)	$	89	$	29	$	21	$	16	$	155	$	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 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 3rd quarter of 2009 we completed a non-cash exchange with the State of Washington. We relinquished 20,600 acres, in King County, in exchange for 37 parcels containing more than 6,000 acres in nine counties.

PLUM CREEK TIMBER COMPANY, INC.

DEBT MATURITIES SCHEDULE

December 31, 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	308	7.732	%	(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 $40 million, $3 million, $216 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.

Plum Creek Timber Company, Inc.

Acreage Ownership by State

(Unaudited)

	December 31, 2009
Alabama	98,000
Arkansas	766,000
Florida	590,000
Georgia	767,000
Louisiana	461,000
Maine	884,000
Michigan	591,000
Mississippi	665,000
Montana	972,000
New Hampshire	33,000
North Carolina	9,000
Oklahoma	6,000
Oregon	429,000
South Carolina	187,000
Texas	44,000
Vermont	86,000
Washington	102,000
West Virginia	112,000
Wisconsin	250,000
Total	7,052,000