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 25, 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 October 25, 2010, Plum Creek Timber Company, Inc. issued a press release reporting its results of operations for the third quarter ended September 30, 2010, and posted to its website (www.plumcreek.com) certain supplemental financial and statistical information for the third quarter ended September 30, 2010. 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 25, 2010, reporting results of operations for the third quarter ended September 30, 2010.
99.2	Supplemental Financial and Statistical Information for the third quarter ended September 30, 2010, posted on October 25, 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: October 25, 2010

PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index

Exhibit No.
99.1	Press release of Plum Creek Timber Company, Inc. issued October 25, 2010, reporting results of operations for the third quarter ended September 30, 2010.
99.2	Supplemental Financial and Statistical Information for the third quarter ended September 30, 2010, posted on October 25, 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
Oct. 25, 2010	Media: Kathy Budinick 1-888-467-3751

Plum Creek Timber Company, Inc. Reports Results for Third Quarter 2010

SEATTLE – Plum Creek Timber Company, Inc. (NYSE: PCL) today announced third quarter earnings of $32 million, or $0.20 per diluted share, on revenues of $259 million. Earnings for the third quarter of 2009 were $19 million, or $0.12 per diluted share, on revenues of $294 million. Results for the third quarter of 2009 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 first nine months of 2010 were $154 million, or $0.94 per diluted share, on revenues of $834 million. Results for the first nine months of 2010 include an $11 million ($0.07 per diluted share) after-tax gain on the first-quarter sale of certain natural gas assets. As a result, income from continuing operations for the first nine months was $143 million, or $0.88 per diluted share.

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) charges primarily associated with the downsizing of the company’s manufacturing operations somewhat offset by $8 million of unrelated one-time tax benefits. Combined, these two items reduced net income by $5 million, or approximately $0.03 per diluted share.

Cash provided by operating activities during the first nine months of 2010 totaled $312 million. The company ended the third quarter with $267 million in cash and cash equivalents.

“Our timber resource segments and Manufacturing segment reported improved financial performance, and profit from our Real Estate segment was similar to last year’s. While interest in rural lands remains steady, we did not see the growth in real estate revenue we were expecting as individual and family buyers remained cautious in reaction to increased economic uncertainty,” said Rick Holley, president and chief executive officer.

“Despite the slow pace of economic recovery, we remain excited about the long-term prospects for significant growth in our cash flows as the economy recovers, Canadian

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Plum Creek Timber Company Reports Results

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lumber supply becomes constrained, and bioenergy demand grows. We continue to sustainably manage our business to maximize the long-term value of our assets and our company,” continued Holley.

Review of Operations

The Northern Resources segment reported a $5 million operating profit during the quarter compared to the $3 million profit for the same period of 2009. Sawlog prices have recovered from the low levels experienced during 2009. Average Northern Resources sawlog prices were $10 per ton higher, or 18 percent higher, than the prevailing prices of the third quarter of 2009. While prices have improved from their lows, the company continues to restrict its sawlog harvest in the Pacific Northwest due to relatively unattractive sawlog prices in the region. Average pulpwood prices in the segment were $1 per ton higher than those experienced during 2009. As planned, the segment’s total harvest volume was 1,050,000 tons, approximately 270,000 tons lower than the 2009 level.

Operating profit in the Southern Resources segment was $25 million for the third quarter of 2010 compared to $21 million for the same period of 2009. Prices for both sawlogs and pulpwood have improved, $1 per ton and $2 per ton, respectively, from the levels experienced during the same period of 2009. The company’s harvest plan for 2010 called for a shift in 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’s Southern pulpwood volumes were 340,000 tons lower than they were during the same period of 2009. Total third-quarter harvest volumes in the segment were approximately 2.9 million tons, 380,000 tons lower than those of the third quarter of 2009.

The Real Estate segment reported total revenue of $39 million and operating income of $19 million. Third quarter 2009 Real Estate segment revenue was $73 million resulting in operating income of $20 million. The $73 million of 2009 revenue included 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.

The company sold approximately 23,000 acres of lands during the quarter at values similar to those of the past several quarters. Sales consisted of nearly 10,000 acres of recreation lands with average values of $2,335 per acre and 10,270 acres of small, non-strategic lands valued at approximately $1,025 per acre. Nearly 3,000 acres of conservation lands captured values of nearly $1,900 per acre.

The Manufacturing segment reported a $7 million operating profit. The segment reported a $1 million operating loss for the third quarter of 2009 including the effect of the $4 million pension settlement charge mentioned above. Profitability in each of the segment’s product lines improved from 2009’s third quarter. Product prices increased year-over-year. Lumber prices increased an average of 9 percent while plywood and medium density fiberboard (MDF) prices increased approximately 7 percent and 6 percent respectively. Sales volumes for plywood and MDF increased 7 and 14 percent respectively. Lumber sales volumes were 28 percent lower during 2010 as the result of the permanent closure of two lumber mills in 2009.

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Plum Creek Timber Company Reports Results

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Outlook

Overall timber markets are expected to be fairly stable during the fourth quarter. Sawlog prices should remain at third quarter levels and compare favorably to the fourth quarter of 2009. Pulpwood demand and prices remain at historically attractive levels, and customer operating rates, and therefore pulpwood demand, are expected to remain healthy during the fourth quarter.

During the fourth quarter the Northern segment’s harvest is expected to decline from third quarter levels. The company continues to defer its Oregon sawlog harvest due to unattractive pricing in the region and plans to seasonally reduce its hardwood pulpwood production in the Northeast and Lake States regions during the fourth quarter. The Southern harvest is expected to be slightly higher than the third quarter’s level. As a result, the company expects its 2010 total harvest to be approximately 15.2 million tons, 4 percent below the 2009 harvest level.

The fourth-quarter Real Estate segment sales are expected to be between $140 million and $160 million. This includes the $89 million third phase of the Montana conservation sale scheduled to close in the fourth quarter. As a result, the company expects full-year Real Estate segment sales to be between $320 million and $340 million, approximately 8 percent below previous estimates.

We expect our Manufacturing segment to remain profitable at slightly above breakeven performance during the seasonally weak fourth quarter.

The company expects to report fourth-quarter income between $0.40 and $0.47 per share, resulting in full-year 2010 income from continuing operations between $1.28 and $1.35 per share.

“Business conditions have slowly improved over the past twelve months, but remain challenging in every segment. In our day-to-day operations, we never lose sight of our goal to maximize the net present value of our asset base. We will continue to defer the harvest of our most valuable sawlogs. Likewise, we are holding our most valuable lands for future opportunities while capturing good value in lower-value markets where prices remain the most attractive,” Holley continued.

“Successfully managing such long-lived assets requires conviction about long-term business opportunities and consistent, disciplined capital allocation. We are well positioned with a valuable asset base, long-term growth of our harvests, and conservative capital structure,” concluded Holley.

Earnings Conference Call and Supplemental Information

Plum Creek will hold a conference call today, Oct. 25, 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.

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Plum Creek Timber Company Reports Results

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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 84401833.

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.

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, 2010		September 30, 2009
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	429	$	414
Real Estate		181		419
Manufacturing		208		189
Other		16		14
Total Revenues		834		1,036
Costs and Expenses:
Cost of Goods Sold:
Timber		317		326
Real Estate		69		179
Manufacturing		184		205
Other		1		1
Total Cost of Goods Sold		571		711
Selling, General and Administrative		70		75
Total Costs and Expenses		641		786
Other Operating Income (Expense), net		9		—
Operating Income		202		250
Equity Earnings from Timberland Venture		44		43
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		59		69
Interest Expense (Note Payable to Timberland Venture)		43		43
Total Interest Expense, net		102		112
Gain on Extinguishment of Debt		—		1
Income before Income Taxes		144		182
(Benefit) Provision for Income Taxes		1		(26	)
Income From Continuing Operations		143		208
Gain on Sale of Properties, net of tax		11		—
Net Income	$	154	$	208
Per Share Amounts:
Income From Continuing Operations - Basic	$	0.88	$	1.27
Income From Continuing Operations - Diluted	$	0.88	$	1.27
Net Income per Share - Basic	$	0.95	$	1.27
Net Income per Share - Diluted	$	0.94	$	1.27
Weighted Average Number of Shares Outstanding
- Basic		162.2		163.5
- Diluted		162.5		163.6

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Quarter Ended
	September 30, 2010		September 30, 2009
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	145	$	152
Real Estate		39		73
Manufacturing		70		65
Other		5		4
Total Revenues		259		294
Costs and Expenses:
Cost of Goods Sold:
Timber		108		120
Real Estate		18		51
Manufacturing		62		65
Other		—		—
Total Cost of Goods Sold		188		236
Selling, General and Administrative		20		20
Total Costs and Expenses		208		256
Other Operating Income (Expense), net		—		—
Operating Income		51		38
Equity Earnings from Timberland Venture		15		14
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		20		22
Interest Expense (Note Payable to Timberland Venture)		14		14
Total Interest Expense, net		34		36
Income before Income Taxes		32		16
Benefit for Income Taxes		—		(3	)
Net Income	$	32	$	19
Per Share Amounts:
Net Income per Share - Basic	$	0.20	$	0.12
Net Income per Share - Diluted	$	0.20	$	0.12
Weighted Average Number of Shares Outstanding
- Basic		161.6		162.8
- Diluted		161.8		162.9

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2010			December 31, 2009
	(In Millions, Except Per Share Amounts)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	267		$	299
Accounts Receivable		31			24
Taxes Receivable		1			15
Inventories		46			46
Deferred Tax Asset		7			6
Assets Held for Sale		99			115
Other Current Assets		18			14
		469			519
Timber and Timberlands, net		3,436			3,487
Property, Plant and Equipment, net		148			156
Equity Investment in Timberland Venture		189			201
Deferred Tax Asset		12			14
Investment in Grantor Trusts (at Fair Value)		32			33
Other Assets		35			38
Total Assets	$	4,321		$	4,448
LIABILITIES
Current Liabilities:
Current Portion of Long-Term Debt	$	51		$	55
Line of Credit		320			—
Accounts Payable		32			32
Interest Payable		34			25
Wages Payable		16			20
Taxes Payable		20			14
Deferred Revenue		28			16
Other Current Liabilities		10			21
		511			183
Long-Term Debt		1,577			1,625
Line of Credit		—			320
Note Payable to Timberland Venture		783			783
Other Liabilities		79			71
Total Liabilities		2,950			2,982
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) - 161.6 at September 30, 2010, and 162.8 at December 31, 2009		2			2
Additional Paid-In Capital		2,241			2,233
Retained Earnings		59			110
Treasury Stock, at cost, Common Shares - 26.2 at September 30, 2010, and 24.8 at December 31, 2009		(911	)		(860	)
Accumulated Other Comprehensive Income (Loss)		(20	)		(19	)
Total Stockholders’ Equity		1,371			1,466
Total Liabilities and Stockholders’ Equity	$	4,321		$	4,448

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	September 30, 2010			September 30, 2009
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	154		$	208
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization (includes $10 Lumber Impairment Loss in 2009)		72			85
Basis of Real Estate Sold		57			139
Equity Earnings from Timberland Venture		(44	)		(43	)
Distributions from Timberland Venture		56			53
Deferred Income Taxes		1			(21	)
Gain on Sales of Properties and Other Assets		(13	)		—
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		5			(5	)
Pension Plan Contributions		(4	)		(8	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		—			48
Income Tax Receivable		14			17
Other Working Capital Changes		(2	)		12
Other		16			7
Net Cash Provided By Operating Activities		312			492
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(51	)		(45	)
Timberlands Acquired		—			(1	)
Proceeds from Sales of Properties and Other Assets		13			1
Other		1			(1	)
Net Cash Used In Investing Activities		(37	)		(46	)
Cash Flows From Financing Activities:
Dividends		(205	)		(207	)
Borrowings on Line of Credit		1,505			695
Repayments on Line of Credit		(1,505	)		(662	)
Principal Payments and Retirement of Long-Term Debt		(53	)		(203	)
Proceeds from Stock Option Exercises		2			—
Acquisition of Treasury Stock		(51	)		(87	)
Net Cash Used In Financing Activities		(307	)		(464	)
Increase (Decrease) In Cash and Cash Equivalents		(32	)		(18	)
Cash and Cash Equivalents:
Beginning of Period		299			369
End of Period	$	267		$	351

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Quarter Ended
	September 30, 2010			September 30, 2009
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	32		$	19
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		24			28
Basis of Real Estate Sold		14			21
Equity Earnings from Timberland Venture		(15	)		(14	)
Distribution from Timberland Venture		28			28
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(1	)		(1	)
Pension Plan Contributions		(4	)		(8	)
Working Capital Changes Impacting Cash Flow:
Other Working Capital Changes		19			20
Other		8			5
Net Cash Provided By Operating Activities		105			98
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(20	)		(17	)
Timberlands Acquired		—			(1	)
Other		1			—
Net Cash Used In Investing Activities		(19	)		(18	)
Cash Flows From Financing Activities:
Dividends		(69	)		(69	)
Borrowings on Line of Credit		368			264
Repayments on Line of Credit		(368	)		(206	)
Principal Payments and Retirement of Long-Term Debt		—			(65	)
Net Cash Used In Financing Activities		(69	)		(76	)
Increase (Decrease) In Cash and Cash Equivalents		17			4
Cash and Cash Equivalents:
Beginning of Period		250			347
End of Period	$	267		$	351

EX-99.2

Exhibit 99.2

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Nine Months Ended
	September 30, 2010		September 30, 2009
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	429	$	414
Real Estate		181		419
Manufacturing		208		189
Other		16		14
Total Revenues		834		1,036
Costs and Expenses:
Cost of Goods Sold:
Timber		317		326
Real Estate		69		179
Manufacturing		184		205
Other		1		1
Total Cost of Goods Sold		571		711
Selling, General and Administrative		70		75
Total Costs and Expenses		641		786
Other Operating Income (Expense), net		9		—
Operating Income		202		250
Equity Earnings from Timberland Venture		44		43
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		59		69
Interest Expense (Note Payable to Timberland Venture)		43		43
Total Interest Expense, net		102		112
Gain on Extinguishment of Debt		—		1
Income before Income Taxes		144		182
(Benefit) Provision for Income Taxes		1		(26	)
Income From Continuing Operations		143		208
Gain on Sale of Properties, net of tax		11		—
Net Income	$	154	$	208
Per Share Amounts:
Income From Continuing Operations - Basic	$	0.88	$	1.27
Income From Continuing Operations - Diluted	$	0.88	$	1.27
Net Income per Share - Basic	$	0.95	$	1.27
Net Income per Share - Diluted	$	0.94	$	1.27
Weighted Average Number of Shares Outstanding
- Basic		162.2		163.5
- Diluted		162.5		163.6

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Quarter Ended
	September 30, 2010		September 30, 2009
	(In Millions, Except Per Share Amounts)
Revenues:
Timber	$	145	$	152
Real Estate		39		73
Manufacturing		70		65
Other		5		4
Total Revenues		259		294
Costs and Expenses:
Cost of Goods Sold:
Timber		108		120
Real Estate		18		51
Manufacturing		62		65
Other		—		—
Total Cost of Goods Sold		188		236
Selling, General and Administrative		20		20
Total Costs and Expenses		208		256
Other Operating Income (Expense), net		—		—
Operating Income		51		38
Equity Earnings from Timberland Venture		15		14
Interest Expense, net:
Interest Expense (Debt Obligations to Unrelated Parties)		20		22
Interest Expense (Note Payable to Timberland Venture)		14		14
Total Interest Expense, net		34		36
Income before Income Taxes		32		16
Benefit for Income Taxes		—		(3	)
Net Income	$	32	$	19
Per Share Amounts:
Net Income per Share - Basic	$	0.20	$	0.12
Net Income per Share - Diluted	$	0.20	$	0.12
Weighted Average Number of Shares Outstanding
- Basic		161.6		162.8
- Diluted		161.8		162.9

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2010			December 31, 2009
	(In Millions, Except Per Share Amounts)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	267		$	299
Accounts Receivable		31			24
Taxes Receivable		1			15
Inventories		46			46
Deferred Tax Asset		7			6
Assets Held for Sale		99			115
Other Current Assets		18			14
		469			519
Timber and Timberlands, net		3,436			3,487
Property, Plant and Equipment, net		148			156
Equity Investment in Timberland Venture		189			201
Deferred Tax Asset		12			14
Investment in Grantor Trusts (at Fair Value)		32			33
Other Assets		35			38
Total Assets	$	4,321		$	4,448
LIABILITIES
Current Liabilities:
Current Portion of Long-Term Debt	$	51		$	55
Line of Credit		320			—
Accounts Payable		32			32
Interest Payable		34			25
Wages Payable		16			20
Taxes Payable		20			14
Deferred Revenue		28			16
Other Current Liabilities		10			21
		511			183
Long-Term Debt		1,577			1,625
Line of Credit		—			320
Note Payable to Timberland Venture		783			783
Other Liabilities		79			71
Total Liabilities		2,950			2,982
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) - 161.6 at September 30, 2010, and 162.8 at December 31, 2009		2			2
Additional Paid-In Capital		2,241			2,233
Retained Earnings		59			110
Treasury Stock, at cost, Common Shares - 26.2 at September 30, 2010, and 24.8 at December 31, 2009		(911	)		(860	)
Accumulated Other Comprehensive Income (Loss)		(20	)		(19	)
Total Stockholders’ Equity		1,371			1,466
Total Liabilities and Stockholders’ Equity	$	4,321		$	4,448

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	September 30, 2010			September 30, 2009
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	154		$	208
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization (includes $10 Lumber Impairment Loss in 2009)		72			85
Basis of Real Estate Sold		57			139
Equity Earnings from Timberland Venture		(44	)		(43	)
Distributions from Timberland Venture		56			53
Deferred Income Taxes		1			(21	)
Gain on Sales of Properties and Other Assets		(13	)		—
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		5			(5	)
Pension Plan Contributions		(4	)		(8	)
Working Capital Changes Impacting Cash Flow:
Like-Kind Exchange Funds		—			48
Income Tax Receivable		14			17
Other Working Capital Changes		(2	)		12
Other		16			7
Net Cash Provided By Operating Activities		312			492
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(51	)		(45	)
Timberlands Acquired		—			(1	)
Proceeds from Sales of Properties and Other Assets		13			1
Other		1			(1	)
Net Cash Used In Investing Activities		(37	)		(46	)
Cash Flows From Financing Activities:
Dividends		(205	)		(207	)
Borrowings on Line of Credit		1,505			695
Repayments on Line of Credit		(1,505	)		(662	)
Principal Payments and Retirement of Long-Term Debt		(53	)		(203	)
Proceeds from Stock Option Exercises		2			—
Acquisition of Treasury Stock		(51	)		(87	)
Net Cash Used In Financing Activities		(307	)		(464	)
Increase (Decrease) In Cash and Cash Equivalents		(32	)		(18	)
Cash and Cash Equivalents:
Beginning of Period		299			369
End of Period	$	267		$	351

PLUM CREEK TIMBER COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Quarter Ended
	September 30, 2010			September 30, 2009
	(In Millions)
Cash Flows From Operating Activities:
Net Income	$	32		$	19
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization		24			28
Basis of Real Estate Sold		14			21
Equity Earnings from Timberland Venture		(15	)		(14	)
Distribution from Timberland Venture		28			28
Deferred Revenue from Long-Term Gas Leases (Net of Amortization)		(1	)		(1	)
Pension Plan Contributions		(4	)		(8	)
Working Capital Changes Impacting Cash Flow:
Other Working Capital Changes		19			20
Other		8			5
Net Cash Provided By Operating Activities		105			98
Cash Flows From Investing Activities:
Capital Expenditures (Excluding Timberland Acquisitions)		(20	)		(17	)
Timberlands Acquired		—			(1	)
Other		1			—
Net Cash Used In Investing Activities		(19	)		(18	)
Cash Flows From Financing Activities:
Dividends		(69	)		(69	)
Borrowings on Line of Credit		368			264
Repayments on Line of Credit		(368	)		(206	)
Principal Payments and Retirement of Long-Term Debt		—			(65	)
Net Cash Used In Financing Activities		(69	)		(76	)
Increase (Decrease) In Cash and Cash Equivalents		17			4
Cash and Cash Equivalents:
Beginning of Period		250			347
End of Period	$	267		$	351

Plum Creek Timber Company, Inc.

Segment Data

(Unaudited)

	Nine Months 2010			Nine Months 2009
	(In Millions)
Revenues:
Northern Resources	$	162		$	155
Southern Resources		280			266
Real Estate		181			419
Manufacturing		208			189
Other		16			14
Eliminations		(13	)		(7	)
Total Revenues	$	834		$	1,036
Operating Income (Loss)
Northern Resources	$	12		$	(2	)
Southern Resources		79			64
Real Estate		107			234
Manufacturing		21			(23	)
Other (A)		20			13
Other Costs and Eliminations, net		(37	)		(36	)
Total Operating Income	$	202		$	250

^(A) During the first quarter of 2010, the company agreed to terminate a land lease for consideration of $5 million from the lessor. The land lease had been accounted for as an operating lease. The $5 million consideration is reported as Other Operating Gain/(Loss) in our Other Segment since the consideration was primarily for the release of mineral rights. The $5 million is included in Other Operating Income (Expense), net in the Consolidated Statements of Income.

Plum Creek Timber Company, Inc.

Segment Data

(Unaudited)

	Third Quarter 2010			Third Quarter 2009
	(In Millions)
Revenues:
Northern Resources	$	57		$	63
Southern Resources		93			94
Real Estate		39			73
Manufacturing		70			65
Other		5			4
Eliminations		(5	)		(5	)
Total Revenues	$	259		$	294
Operating Income (Loss)
Northern Resources	$	5		$	3
Southern Resources		25			21
Real Estate		19			20
Manufacturing		7			(1	)
Other		5			4
Other Costs and Eliminations, net		(10	)		(9	)
Total Operating Income	$	51		$	38

Plum Creek Timber Company, Inc

Selected Operating Statistics

(Unaudited)

		2010								2009
		1st Qtr		2nd Qtr		3rd Qtr		YTD		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		YTD
Sales Realization	Units
Southern Resources
Sawlog	$/Ton Stumpage	$	23	$	23	$	23	$	23	$	24	$	22	$	22	$	21	$	22
Pulpwood	$/Ton Stumpage	$	13	$	12	$	11	$	12	$	11	$	9	$	9	$	10	$	10
Northern Resources
Sawlog	$/Ton Delivered	$	59	$	66	$	66	$	63	$	57	$	50	$	56	$	56	$	55
Pulpwood	$/Ton Delivered	$	38	$	38	$	39	$	38	$	43	$	38	$	38	$	38	$	40
Lumber (1)	$/MBF	$	501	$	522	$	490	$	505	$	374	$	340	$	448	$	477	$	397
Plywood (1)	$/MSF	$	352	$	397	$	388	$	379	$	362	$	353	$	361	$	352	$	357
Fiberboard (1)	$/MSF	$	588	$	607	$	629	$	608	$	601	$	593	$	596	$	599	$	597
Sales Volume
Southern Resources
Sawlog	1,000 Tons		1,274		1,122		1,209		3,605		942		1,217		1,250		993		4,402
Pulpwood	1,000 Tons		1,526		1,448		1,674		4,648		1,487		1,849		2,014		1,649		6,999
Total Harvest			2,800		2,570		2,883		8,253		2,429		3,066		3,264		2,642		11,401
Northern Resources
Sawlog	1,000 Tons		627		484		537		1,648		525		371		632		609		2,137
Pulpwood	1,000 Tons		527		348		517		1,392		613		397		691		567		2,268
Total Harvest			1,154		832		1,054		3,040		1,138		768		1,323		1,176		4,405
Lumber	MBF		28,791		30,813		29,305		88,909		35,123		60,371		40,590		28,428		164,512
Plywood	MSF		45,104		47,002		44,223		136,329		35,439		40,729		41,479		37,271		154,918
Fiberboard	MSF		35,347		50,010		39,394		124,751		34,044		32,802		34,282		30,964		132,092

(1) Represents prices at mill level.

Plum Creek Timber Company, Inc.

Land Sale Statistics

(Unaudited)

	2010								2009
	1st Qtr (1)		2nd Qtr		3rd Qtr		YTD		1st Qtr (2)		2nd Qtr		3rd Qtr		4th Qtr		YTD
Acres Sold
Small Non-strategic		29,640		1,950		10,270		41,860		1,665		9,840		5,545		2,570		19,620
Large Non-strategic		24,310		—		—		24,310		—		59,160		—		—		59,160
Conservation		35,120		215		2,870		38,205		113,355		3,895		43,695		4,910		165,855
HBU/Recreation		9,080		18,175		9,870		37,125		2,180		10,955		10,440		26,700		50,275
Development Properties		730		60		—		790		1,485		25		515		35		2,060
Conservation Easements		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a
		98,880		20,400		23,010		142,290		118,685		83,875		60,195		34,215		296,970
Price per Acre
Small Non-strategic	$	885	$	1,120	$	1,025	$	930	$	1,330	$	900	$	970	$	855	$	950
Large Non-strategic	$	1,320		—		—	$	1,320		—	$	650		—		—	$	650
Conservation	$	545	$	1,450	$	1,865	$	650	$	2,225	$	1,705	$	350	$	1,280	$	1,690
HBU/Recreation	$	2,125	$	2,210	$	2,335	$	2,225	$	3,420	$	2,200	$	2,115	$	2,200	$	2,235
Development Properties	$	3,050	$	5,985		—	$	3,270	$	4,075	$	13,650	$	9,190	$	7,485	$	5,520
Conservation Easements		—		—		—		—		—		—		—		—		—
Revenue, ($ millions)
Small Non-strategic	$	26	$	2	$	11	$	39	$	2	$	9	$	5	$	2	$	19
Large Non-strategic	$	32		—		—	$	32		—	$	38		—		—	$	38
Conservation	$	19		—	$	5	$	25	$	252	$	7	$	15	$	6	$	280
HBU/Recreation	$	19	$	40	$	23	$	82	$	7	$	24	$	22	$	59	$	112
Development Properties	$	2		—		—	$	3	$	6		—	$	5		—	$	12
Conservation Easements		—		—		—		—		—		—		—		—		—
	$	99	$	43	$	39	$	181	$	268	$	78	$	48	$	67	$	461
Revenue from Non-Cash Exchange (3)		—		—		—		—		—		—	$	25		—	$	25
Basis of Real Estate Sold (4)	$	32	$	11	$	14	$	57	$	89	$	29	$	21	$	16	$	155

(1) During the first quarter of 2010 the company sold 24,000 acres of Large Non-strategic lands located in Louisiana for $32 million. In addition, the company sold two larger Conservation properties totaling 35,000 acres in Wisconsin and Arkansas and an aggregation of 23,000 acres of Small Non-strategic timberlands located primarily in the Lake States region.

(2) 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.

(3) 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.

(4) Includes $7 million in the first quarter of 2010 for a 24,000 acre Large Non-strategic sale in Louisiana, $16 million in the second quarter of 2009 for a 59,000 acre Large Non-strategic sale in Wisconsin and $85 million in the first quarter of 2009 for a 112,000 acre Conservation sale in Montana.

PLUM CREEK TIMBER COMPANY, INC.

DEBT MATURITIES SCHEDULE

September 30, 2010

(UNAUDITED)

	Borrowings (1)
	Principal		Weighted Avg. Interest Rate
Quarterly Maturities through 2011:
4th Qtr 2010	$	3		8.050	%
1st Qtr 2011	$	49		7.830	%
4th Qtr 2011	$	259		7.713	% (2)
Annual Maturities through 2014:
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 and $216 million and interest rates of 7.970%, 8.050% and 7.660% , 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.