PotlatchDeltic (PCH) 8-K Other Events

December 2008

POTLATCH CORPORATION

Roadshow Presentation

Michael J. Covey

Chairman, President and Chief Executive Officer

Eric J. Cremers   

Vice President, Finance and Chief Financial Officer

Exhibit 99.1

1

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Forward-Looking Statements

This presentation contains certain forward-looking statements within the meaning of the Private Litigation Reform

Act of 1995 as amended, including without limitation, statements about the planned spin-off of our pulp-based businesses,

future company performance, future earnings and cash flow, future land acquisitions, land sales, future dividends, harvest

volumes, log pricing and direction of markets.  These forward-looking statements are based on current expectations,

estimates, assumptions and projections that are subject to change, and actual results may differ materially from the

forward-looking statements.  Factors that could cause actual results to differ materially include, but are not limited to,

changes in timberland values; changes in timber harvest levels on the company’s lands; changes in timber prices;

changes in policy regarding governmental timber sales; changes in the United States and international economies;

changes in exchange rates between the U.S. dollar and other currencies; changes in the level of construction activity;

changes in tariffs, quotas and trade agreements involving wood products; changes in worldwide demand for Potlatch’s

products; changes in worldwide production and production capacity in the forest products industry; competitive pricing

pressures for the company’s products; unanticipated manufacturing disruptions; changes in general and industry-specific

environmental laws and regulations; unforeseen environmental liabilities or expenditures; weather conditions; changes in

raw material, energy, and other costs; the ability to satisfy complex rules in order to remain qualified as a REIT;  changes

in tax laws that could reduce the benefits associated with REIT status; and other risks and uncertainties described from

time to time in the company’s public filings with the Securities and Exchange Commission.  The company does not

undertake to update any forward-looking statements. 

2

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Spin-Off

Summary

Clearwater Paper Corporation

CLW / New York Stock Exchange (NYSE)

3.5 : 1  (1 Clearwater Paper share for 3.5 Potlatch shares);

fractional shares to receive cash

December 9, 2008

December 16, 2008

~11.3 million

December 17, 2008

New Entity

Ticker / Exchange

Distribution Ratio

Shares to be

Issued

Record Date

Distribution Date

Ex-dividend

Trading Date

3

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Spin-Off

Rationale

•

Increased focus on core resource and real estate businesses

•

Reduced volatility and cyclicality of earnings and cash flows

•

Lower capital expenditures and working capital requirements

•

Opportunity to tailor capital structure to the needs of businesses

•

Increased financial transparency and visibility

•

More focused employee incentive programs

December 2008

Company Overview

POTLATCH CORPORATION | Roadshow Presentation

5

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Potlatch is a Real Estate Investment Trust (REIT) with approximately 1.6 million acres of forestland in

Arkansas, Idaho, Minnesota and Wisconsin, and six wood products manufacturing facilities

Potlatch

Business

Overview

(Post

Spin-off)

Idaho:

838,000 acres

Arkansas:

464,000 acres

Minnesota:

264,000 acres

Wisconsin:

72,000 acres

Total:            1,638,000 acres  

Timberlands

Wood Products Manufacturing Facilities

Timberlands

6

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Potlatch

Financial

Overview

(Post

Spin-Off)

3%

45%

52%

Potlatch, pro forma adjusted for the Spin-Off, produced $506.3 million in revenues and $90.2 million of

EBITDDA for the last twelve months ended 30-Sep-2008

Resource

US $ in millions

Wood

Products

1

Real Estate

Revenues (2007)

EBITDDA (2007)

EBITDDA Margin

$296.8

$97.2

32.7%

$24.1

$17.3

71.7%

$342.9

$12.5

3.6%

Note: EBITDDA represents operating income (loss) plus depreciation, depletion and amortization. See Appendix for reconciliation to GAAP financial information and Potlatch pro forma calculations.

1

Does not include revenues from Lewiston Lumber Business associated with Clearwater Paper Spin-off.

2

Percentages based on 2007 financials and calculated before intersegment revenues. 

3

Percentages based on 2007 financials and calculated before corporate items.

%

of

Revenues

2

%

of

Total

EBITDDA

3

14%

76%

10%

Resource

Real Estate

Wood Products

December 2008

Key Investment Highlights

POTLATCH CORPORATION | Roadshow Presentation

8

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Key

Investment

Highlights

Essentially

Pure-Play Timber

REIT Post Spin-Off

Attractive Timber

Inventory & Harvest

Profile

Conservative

Capital Structure

Significant

Real Estate

Potential

Strong Cash Flow

Generation

Attractive Dividend

Strategic

Operational

Financial

9

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Essentially

Pure-Play

Timber

REIT

Post

Spin-Off

$133.4

$155.4

$163.9

$62.8

2005

2006

2007

LTM Q3

2008

10%

90%

53%

47%

Post Spin-Off

Pre Spin-Off

EBITDDA

2007

1

EBITDDA

-

Capital

Expenditures

Note: EBITDDA represents operating income (loss) plus depreciation, depletion and amortization. See Appendix for reconciliation to GAAP financial information and Potlatch pro forma calculations.

1

Percentages calculated before corporate items. 

2

Manufacturing includes Wood Products, Pulp and Paperboard and Consumer Products segments.

3

Manufacturing

includes

Wood

Products

segment

excluding

Lewiston

Lumber

Business

associated

with

Clearwater

Paper.

After the Spin-Off, Potlatch essentially consists of resource and real estate operations with lower capital

expenditure requirements and less volatility in cash flows

Total : $195.7 mm

Total : $91.6 mm

Manufacturing

3

Resource

& Real

Estate

Resource

& Real

Estate

Manufacturing

2

$90.4

$70.1

$71.8

$53.2

2005

2006

2007

LTM Q3

2008

$37.2

$101.0

Variance

10

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Attractive

Timber

Inventory

&

Harvest

Profile

Fee harvest log volume increasing over time; lower current harvest volume driven by market softness

3.0

3.3

3.3

3.9

4.3

5.1

0.0

1.0

2.0

3.0

4.0

5.0

6.0

2004A

2005A

2006A

2007A

2008E

~ 2 to 3

Years

Forward

Saw Logs

Pulp Wood

Tons in millions

11

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Attractive

Timber

Inventory

&

Harvest

Profile

Fee harvest log prices remaining stable over time

$72

$75

$72

$27

$34

$35

$72

$22

$0

$25

$50

$75

$100

2005A

2006A

2007A

2008E

Saw Log Price/Ton

Pulp Wood Price/Ton

$ Price / Ton

12

POTLATCH CORPORATION | Roadshow Presentation

December 2008

•

Increase harvest levels and reduce

rotation ages to maximize NPV

•

Defer timber harvest in weak markets

•

Seek acquisitions if they:

-

Complement the existing land base

-

Are immediately cash flow accretive

-

Have a blend of timber and real

estate values

•

Maintain highest stewardship standards

in the industry

-

100% of core lands certified by Forest 

Stewardship Council (FSC)

Resource

Segment

Strategy

13

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Milwaukee

Boundary Waters

Canoe Area

Brainerd

Milwaukee

Boundary Waters

Canoe Area

Brainerd

Minneapolis

St. Paul

Chicago

•

More than 3,000 miles of desirable water frontage, as well as other highly desirable recreational

properties

•

More than 13 million people live within four current states of ownership; well-positioned to take

advantage of population growth

•

Largest

private

landowner

in

Idaho

and

the

third

largest

private

landowner

in

Arkansas

Idaho:

838,000 acres

Coeur d’Alene

Boise

Sun Valley

Minnesota:

264,000 acres

Wisconsin:

72,000 acres    

Arkansas:

464,000 acres

Little Rock

Hot Springs

McCall

Significant

Real

Estate

Potential

Potlatch Timberlands

•

•

•

•

•

•

•

•

•

•

•

14

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Real Estate Strategy

•

Approximately 325,000 –

400,000 acres of non-strategic and higher value land to be

sold over 10 years

•

Rural recreational land sales began in 2007 and are gaining traction

Successful transformation to new business model made in 2006

2007

2008 YTD

1

2,396         

3,162

$2,550

2,591

Year

Higher Value

$ / Acre

Acres Sold

13,779

55,960

Non-Strategic

Higher Value

Non-Strategic

$1,317

Total

16,175

59,122

Total

$1,500

1

Year to date as of 30-Sep-2008.

1,676

1,725

15

POTLATCH CORPORATION | Roadshow Presentation

December 2008

4%

96%

0%

100%

40%

60%

46%

54%

Essentially

Pure-Play

Timber

REIT

Post

Spin-Off

6.0

x

10.0

x

14.0

x

18.0

x

22.0

x

Dec-06

Jun-07

Dec-07

Jun-08

Dec-08

Potlatch

Plum Creek

Rayonier

Enterprise

Value

/

12

Months

Forward

Rolling

EBITDDA

Business

Mix

(Operating

Income

2007)

1

Potlatch (Pre-Spin)

Potlatch                    

(Pro Forma Post-Spin)

Plum Creek

Rayonier

18.3x

7.3x

7.8x

Note: EBITDDA represents operating income (loss) plus depreciation, depletion and amortization. See Appendix for reconciliation to GAAP financial information and Potlatch pro forma calculations.

Source: Factset / IBES (graph); company disclosures (pie charts).  Market data as of 03-Dec-2008

1

Before administration expense. Manufacturing includes Pulp and Paperboard, Consumer Products and Wood Products segments (Potlatch pre-Spin); Wood Products excluding Lewiston Lumber

Business associated with Clearwater Paper (Potlatch post-Spin); Performance Fibers, Wood Products and Other (Rayonier); Manufactured Products and Other (Plum Creek).

Potlatch’s business mix will be very similar to Plum Creek’s post Spin-Off

Resource

& Real

Estate

Manufacturing

Resource

& Real

Estate

Manufacturing

Timber &

Real

Estate

Manufacturing

Resource

& Real

Estate

Manufacturing

16

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Conservative

Capital

Structure

-

Spin-off

Related

Debt

Transactions

Note: Assuming that anticipated $50mm of cash received by a subsidiary of Potlatch from Clearwater Paper will be used for revolver paydown. Net Debt defined as Total Debt minus Cash and

minus Short-Term Investments

Source: Potlatch 10-Q and Clearwater Paper Form 10

1

Excludes financing fees associated with the issuance of Notes or other financing instruments.

2

Assuming

that

CSDs

will

be

repaid

at

maturity.

Alternatively,

Clearwater

Paper,

through

the

indenture

trustee,

could

buy

back

or

defease

the

CSDs

before

maturity.

As part of the Spin-Off, Clearwater Paper retains $100mm of Credit Sensitive Debentures (CSDs) and, in

addition, transfers $50mm of cash to a subsidiary of Potlatch that will be used for revolver paydown. As a

result Potlatch’s Net Debt will be lowered by $150mm

Pro Forma For Assumed CSD Repayment

1,2

Pro Forma At Spin-off

Potlatch

$435mm Total Debt (incl. $100mm

CSDs

)

$385mm Total Debt (post $50mm

Revolver paydown)

$273mm

Net Debt (incl. $12mm Cash

& Short-Term Investments and

$100mm Notes Receivable)

Potlatch

$285mm

Total Debt

$273mm

Net Debt

$150

mm

Cash

1

$150mm

Notes

1

Lenders

(Revolver)

Notes Investors

17

POTLATCH CORPORATION | Roadshow Presentation

December 2008

4.7x

3.6x

7.5x

2.8x

Conservative

Capital

Structure

–

Leverage

&

Interest

Coverage

Total Debt-to-

LTM EBITDDA

Total Debt-to-

Capitalization

(LTM)

Note:  Based on financials as of 30-Sep-2008, or last twelve months ending 30-Sep-2008. EBITDDA represents earning from continuing operations before interest and taxes plus depreciation, depletion

and amortization. See Appendix for reconciliation to GAAP financial information and Potlatch pro forma calculations. 

Source:  Potlatch, Rayonier, Plum Creek and Clearwater Paper filings

1

Interest expense includes annual interest payments of 13% on Credit Sensitive Debentures, 6.95% on Debentures, an average of 6.33% on Revenue Bonds, an average of 8.79% on Medium-Term

Notes and Libor + approx. 350bps on Revolver. Libor assumed at 2.50% as of 03-Dec-2008.

Potlatch

Pro Forma At

Spin-Off

Potlatch Pro Forma

for Assumed

CSD Repayment

Rayonier

Plum Creek

3.2x

2.2x

5.0x

4.3x

Conservative leverage and interest coverage ratios compared to peers

43%

44%

59%

50%

LTM EBITDDA to

Interest

Expense

1

18

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Note: Excludes $100 million of Credit Sensitive Debentures previously issued by an affiliate of Potlatch and

retained by Clearwater Paper.

$23

$5

$5

$14

$3

$66

$7

$43

$21

$8

$22

$5

$0

$20

$40

$60

$80

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

US $ in millions

Mandatory repayments of only $35 million over the next 5 years

Conservative

Capital

Structure

–

Long

Term

Debt

Maturity

Profile

19

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Strong

Cash

Flow

Generation

$91.6

$90.2

$114.3

$104.9

2005

2006

2007

2008 Q3 LTM

$72.3

2005

2006

2007

$17.3

$11.9

$22.4

2005

2006

2007

Note:  Total

EBITDDA

represents

earnings

before

interest,

income

taxes,

depreciation,

depletion

and

amortization.

Segment

EBITDDA

represents

operating

income

(loss)

plus

depreciation,

depletion

and

amortization. See Appendix for reconciliation to GAAP financial information and Potlatch pro forma calculations.

1

Does not include Lewiston Lumber Business associated with Clearwater Paper Spin-off.

Total EBITDDA

Segment EBITDDA

Resource

Real Estate

Wood

Products

1

$12.5

$46.4

$40.8

2005

2006

2007

$92.6

$97.2

20

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Attractive

Dividend

•

Potlatch's dividend policy has been driven

primarily by the performance of its timber

and real estate businesses since the

company converted to a Real Estate

Investment Trust in 2006

•

Fourth quarter 2008 dividend of $0.51

declared by the Potlatch board of directors

on December 5

–

Record date Dec-24

–

Payment date Dec-31

•

No change in current $2.04 annual ($0.51

quarterly) dividend expected following the

Spin-off

Distributions / Dividends

1

Source:  Factset.  Market data as of 03-Dec-2008

1

Excludes $15.15 qualified distributions / dividends for 2006.

2

Dividend yield calculated as annualized last quarter dividend divided by the stock price.

Dividend Yield

2

REIT

Conversion

Q1 2006

$0.15

$0.49

$0.49

$0.51

$0.00

$0.20

$0.40

$0.60

3Q2005

3Q2006

3Q2007

3Q2008

2.0%

4.0%

6.0%

8.0%

10.0%

Dec-06

Apr-07

Sep-07

Feb-08

Jul-08

Dec-08

Avg. 4.9%

8.3%

December 2008

Appendix:  Pro-Forma Calculation

and U.S. GAAP Reconciliation

POTLATCH CORPORATION | Roadshow Presentation

22

POTLATCH CORPORATION | Roadshow Presentation

December 2008

Potlatch

Pro

Forma

Calculation

&

Reconciliation

of

Non-GAAP

Measures:

Revenues,

EBITDDA

&

Capital

Expenditures

Source: Potlatch 10-Q, Potlatch 10-K, and Clearwater Paper Form 10

1

Excluded

in

capital

expenditures

for

2007

are

$14.5

million

and

$35.2

million

related

to

the

acquisitions

of

approximately

76,000

acres

of

timberland

in

Wisconsin

and

145,000

acres

of

timberlands in Idaho, respectively.

US $ in millions

9 Months Ended

Sep-30

LTM

2005

2006

2007

Q3 2007

Q3 2008

Q3 2008

Revenues Potlatch (Post Spin-off)

    Revenues Potlatch (Pre Spin-off)

$1,495.9

$1,599.2

$1,654.0

$1,189.3

$1,289.9

$1,754.6

  - Net Sales Clearwater Paper

983.0

1,106.7

1,173.3

869.0

944.0

1,248.3

    Revenues

$512.9

$492.5

$480.7

$320.4

$345.9

$506.3

EBITDDA Reconcilation

Potlatch (Pre Spin-off)

    Earnings from Continuing Operations Before Interest & Taxes

$79.6

$135.5

$115.6

$103.8

$83.8

$95.6

+ Depreciation, Depletion, & Amortization

78.3

79.8

80.1

57.8

57.2

79.5

    EBITDDA

$157.9

$215.3

$195.7

$161.6

$141.0

$175.1

Clearwater Paper

    Earnings (Loss) Before Interest & Income Taxes

$(1.8)

$46.7

$52.8

$40.2

$24.8

$37.4

+ Depreciation

54.9

54.3

51.3

39.2

35.3

47.5

    EBITDA

$53.0

$101.0

$104.1

$79.3

$60.1

$84.9

Potlatch (Post Spin-off)

    EBITDDA Potlatch (Pre Spin-off)

$157.9

$215.3

$195.7

$161.6

$141.0

$175.1

  - EBITDA Clearwater Paper

53.0

101.0

104.1

79.3

60.1

84.9

    EBITDDA

$104.9

$114.3

$91.6

$82.2

$80.9

$90.2

Capital Expenditures Pro Forma Calculation

    Capital Expenditures Potlatch (Pre Spin-off) ¹

$95.1

$51.4

$40.3

$29.7

$31.2

$41.8

  - Additions to Plant & Equipment Clearwater Paper

43.4

27.5

20.5

14.6

15.7

21.6

    Capital Expenditures (Post Spin-off)

$51.7

$23.9

$19.7

$15.1

$15.5

$20.2

23

POTLATCH CORPORATION | Roadshow Presentation

December 2008

US $ in millions

Potlatch

Pro

Forma

Calculation

&

Reconciliation

of

Non-GAAP

Measures:

Potlatch

Segment

EBITDDA

&

Segment

Revenue

Source: Potlatch 10-Q and Clearwater Paper Form 10

2005

2006

2007

2005

2006

2007

Segment EBITDDA Reconcilation

Segment Revenue Reconcilation

Resource

Wood

Products

Operating Income (Loss)

$61.8

$81.3

$81.8

Wood Products (Pre Spin-off)

+ Depreciation, Depletion, & Amortization

10.6

11.3

15.4

Segment Revenue

$493.5

$497.0

$464.6

EBITDDA  Resource

$72.3

$92.6

$97.2

Lewiston Lumber

Real

Estate

Segment Net Sales

$97.6

$114.1

$121.7

Operating Income (Loss)

$22.4

$11.9

$17.3

+ Depreciation, Depletion, & Amortization

-

-

-

Revenue Wood Products (Post Spin-off)

$395.9

$382.9

$342.9

EBITDDA  Real Estate

$22.4

$11.9

$17.3

Wood

Products

Wood Products (Pre Spin-off)

Operating Income (Loss)

$28.6

$39.5

$1.9

+ Depreciation, Depletion, & Amortization

14.7

15.8

14.4

EBITDDA

$43.3

$55.3

$16.3

Lewiston Lumber

Operating Income (Loss)

$(0.0)

$6.3

$1.7

+ Depreciation

2.5

2.5

2.2

EBITDA

$2.5

$8.9

$3.9

Wood Products (Post Spin-off)

EBITDDA  Wood Products (Pre Spin-off)

$43.3

$55.3

$16.3

-

EBITDA  Lewiston Lumber

2.5

8.9

3.9

EBITDDA  Wood Products (Post Spin-off)

$40.8

$46.4

$12.5

EBITDDA  Resource, Real Estate & Wood Products

$135.6

$150.9

$127.0

-

Administrative Expenses Potlatch (Post Spin-off)

$30.7

$36.6

$35.4

EBITDDA Potlatch (Post Spin-off)

$104.9

$114.3

$91.6

24

POTLATCH CORPORATION | Roadshow Presentation

December 2008

US $ in millions

Potlatch

Pro

Forma

Calculation:

Potlatch

Stockholders’

Equity

Note: Based on financials as of 30-Sep-2008.

Source: Potlatch 10-Q and Clearwater Paper Form 10

As of 30-Sep-2008

Potlatch Liabilities + Stockholders' Equity (pre Spin-Off)

$

1,528.6

- (Clearwater Paper Liabilities + Stockholders' Equity)

695.1

Potlatch Pro Forma Liabilities + Stockholders' Equity

$

833.6

Potlatch Liabilities (exc Debt pre Spin-off)

$

507.7

- Clearwater Paper Liabilities (exc Debt)

337.7

Potlatch Pro Forma Liabilities (exc Debt)

$

170.0

Potlatch Pro Forma Equity (At Spin-off)

  Potlatch Pro Forma Liabilities + Stockholders' Equity

$

833.6

- Potlatch Pro Forma Liabilities (exc Debt)

170.0

- Potlatch Total Debt

435.0

+ Net Proceeds from Spin-off to a Subsidiary of Potlatch

50.0

+ Notes Receivable from Clearwater Paper

100.0

Potlatch Pro Forma Stockholders' Equity

$

378.5