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: February 9, 2010

(Date of earliest event reported)

TEMPLE-INLAND INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-08634	75-1903917
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 MoPac Expressway South, 3rd Floor

Austin, Texas 78746

(Address of Principal Executive Offices, including Zip code)

(512) 434-5800

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

G	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
G	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
G	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
G	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 9, 2010, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter and year ended January 2, 2010.  A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On February 9, 2010, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter and year ended January 2, 2010.  A copy of the presentation materials used in the call is furnished as exhibit 99.2 of this report.

In addition, attached as Exhibit 99.3 to this report is an updated version of Temple-Inland’s investor presentation, which may be used in presentations to investors from time to time.

The information in this report and the exhibits hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

99.1	Press release issued by Temple-Inland Inc. on February 9, 2010, announcing the company’s earnings for the quarter and year ended January 2, 2010.
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on February 9, 2010, discussing the company’s earnings for the quarter and year ended January 2, 2010.
99.3	Investor presentation materials.

SIGNATURES

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

	TEMPLE-INLAND INC.
Date: February 9, 2010	By:	/s/ Randall D. Levy
		Name:  Randall D. Levy
		Title:           Chief Financial Officer

2

EXHIBIT INDEX

Exhibit	Description	Page
99.1	Press release issued by Temple-Inland Inc. on February 9, 2010, announcing the company’s earnings for the quarter and year ended January 2, 2010	4
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on February 9, 2010, discussing the company’s earnings for the quarter and year ended January 2, 2010	13
99.3	Investor presentation materials	43

3

EX-99.1

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris Mathis

(512) 434-3766

TEMPLE-INLAND INC. REPORTS FOURTH QUARTER

 AND FULL YEAR 2009 RESULTS

AUSTIN, TEXAS, February 9, 2010--Temple-Inland Inc. today reported net income for full year 2009 of $206 million, or $1.89 per diluted share, compared with a net loss of $8 million, or $0.08 per share, in 2008. Net income in 2009 excluding special items was $78 million, or $0.70 per diluted share, compared with $12 million, or $0.11 per diluted share, in 2008.

	Year
	2009	2008
Net income per diluted share as reported	$1.89	($0.08)
Adjustment for special items	(1.19)	0.19
Net income per diluted share, excluding special items	$0.70	$0.11

Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “We delivered strong operating results and cash flow in 2009 despite tough economic conditions. Cash from operations was $640 million.  We reduced debt by $482 million for the year.

“In Corrugated Packaging, we posted record operating income of $347 million and generated a return on investment of 16.5%, the highest return among our peers. Operating income in 2009 improved by over 50% compared with 2008 driven by our lower cost structure in our box plant system and benefits from our Newport, Indiana mill, which included integration synergies and production of value-added white-top linerboard. We also benefited from lower input costs, our heavy orientation to the food and beverage market and our integrated system.

“Building Products markets continue to suffer from the decline in housing markets. Despite a 39% decrease in housing starts in 2009 compared with 2008, we generated $17 million of EBITDA in 2009, an increase of $9 million compared with 2008. Our improvement in 2009 was due to our structural cost reduction initiatives, favorable geographic footprint and mix of products. We remain focused on generating cash and returning to profitability in this business.

4

“As we enter 2010, we are focused on fully implementing the current box price increase and continuing to structurally lower our costs in Corrugated Packaging. In Building Products, our low-cost assets and favorable product mix position us to fully capitalize on an economic rebound and recovery in housing.”

Fourth quarter 2009 net income was $38 million, or $0.34 per diluted share, compared with fourth quarter 2008 net loss of $6 million, or $0.06 per share, and third quarter 2009 net income of $67 million, or $0.61 per diluted share. Fourth quarter 2009 net loss excluding special items was $7 million, or $0.07 per share.

	Fourth Quarter						Third Quarter
	2009			2008			2009
Net income per dil. share as reported	$	0.34		$	(0.06	)	$	0.61
Adjustment for special items		(0.41	)		0.17			(0.37	)
Net income per diluted share,      Excluding special items	$	(0.07	)	$	0.11		$	0.24

Corrugated Packaging

  Segment Operating Income Year 2009 Year 2008 4th Qtr. 2009  4th Qtr. 2008  3rd Qtr. 2009

($ in Millions) $347 $225 $57 $68 $94

Corrugated Packaging operating results were a record $347 million in 2009. Earnings improved in 2009 compared with 2008 as lower input and converting costs and the benefits of the acquisition of the Newport, Indiana mill more than offset lower box prices and volumes. Operating results declined in fourth quarter 2009 compared with third quarter 2009 due to lower box volumes, higher input costs, more downtime and lower prices.

Building Products

  Segment Operating Income Year 2009 Year 2008 4th Qtr. 2009  4th Qtr. 2008  3rd Qtr. 2009

($ in Millions) ($27) ($40) ($18) ($14) ($4)

Building Products operating results improved in 2009 compared with 2008 primarily due to lower costs. Operating income for fourth quarter 2009 declined compared with third quarter 2009 primarily due to lower shipments and prices for all products. Results for fourth quarter 2009 also include $4 million of non-cash inventory adjustments and asset write-offs.

5

Special items for 2009 after tax were $128 million, or $1.19 per diluted share, including: (i) income of $134 million, or $1.24 per diluted share, for alternative fuel mixture tax credits; (ii) a charge of $11 million, or $0.10 per diluted share, related to the substitution of letters of credit in connection with the 2007 sale of timberland; (iii) income of $9 million, or $0.09 per diluted share, related to the purchase and retirement of long-term debt; and (iv) a charge of $3 million, or $0.03 per diluted share, related to facility closures and employment reductions.

Special items for fourth quarter 2009 after tax were income of $45 million, or $0.41 per diluted share, for alternative fuel mixture tax credits.

Temple-Inland will host a conference call on February 9, 2010, at 9:30 am Eastern Time to discuss results of fourth quarter and full year 2009. To access the conference call, listeners calling from the United States and Canada should dial 1-866-394-6665 at least 15 minutes prior to the start of the call.  The passcode for the conference call is: 49352530.  Those calling from outside the United States and Canada should dial 1-706-634-1667 and use the same passcode as set forth above.  Replays of the call will be available for two weeks following completion of the live call and can be accessed at 1-800-642-1687 in the United States and Canada and at 1-706-645-9291 outside the United States and Canada.  The passcode for the replay is: 49352530.

The conference call may also be accessed through Temple-Inland’s Internet site, www.templeinland.com, by clicking on "Investor Relations – Investor Events."

Temple-Inland Inc. is a manufacturing company focused on corrugated packaging and building products. The fully integrated corrugated packaging operation consists of 7 mills and 63 converting facilities. The building products operation manufactures a diverse line of building products for new home construction, commercial and repair and remodeling markets. Temple-Inland's address on the World Wide Web is www.templeinland.com.

This release contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements. Factors and uncertainties that might cause such differences include, but are not limited to: general economic, market, or business conditions; the opportunities (or lack thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses including the costs of raw materials, purchased energy, and freight; changes in interest rates; current conditions in financial markets could adversely affect our ability to finance our operations; demand for new housing; accuracy of accounting assumptions related to impaired assets, pension and postretirement costs,  contingency reserves and income taxes; competitive actions by other companies; changes in laws or regulations; our ability to execute certain strategic and business improvement initiatives; the accuracy of certain judgments and estimates concerning the integration of acquired operations; and other factors, many of which are beyond our control. Except as required by law, we expressly disclaim any obligation to publically revise any forward looking statements contained in this release to reflect the occurrence of events after the date of this release.

This release includes non-GAAP financial measures.  The required reconciliations to GAAP financial measures are included in this release.

6

            TEMPLE-INLAND INC. AND SUBSIDIARIES

CONSOLIDATED EARNINGS AND SEGMENT RESULTS

(Preliminary and Unaudited)

		Fourth Quarter						For the Year
		2009			2008			2009			2008
		(In millions, except per share)
Revenues
Corrugated packaging	$	715		$	819		$	3,001		$	3,190
Building products		130			154			576			694
Total revenues	$	845		$	973		$	3,577		$	3,884
Income
Corrugated packaging	$	57		$	68		$	347		$	225
Building products		(18	)		(14	)		(27	)		(40	)
Total segment operating income		39			54			320			185
Items not included in segments:
General and administrative expense		(17	)		(17	)		(70	)		(76	)
Share-based and long-term incentive compensation		(19	)		18			(58	)		2
Other operating income (expense)		67			(13	)		206			(29	)
Other non-operating income (expense)		1			1			(1	)		––
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities		(2	)		2			(2	)		(2	)
Interest expense on debt		(13	)		(23	)		(63	)		(81	)
Income (loss) before taxes		56			22			332			(1	)
Income tax expense		(18	)		(28	)		(125	)		(7	)
Net income (loss)		38			(6	)		207			(8	)
Net income attributable to noncontrolling interest of special purpose entities		––			––			(1	)		––
Net income (loss) attributable to Temple-Inland Inc.	$	38		$	(6	)	$	206		$	(8	)
Average basic shares outstanding		107.3			106.7			106.9			106.7
Average diluted shares outstanding		109.0			106.7			108.0			107.4
Per share information:
Basic earnings	$	0.35		$	(0.06	)	$	1.91		$	(0.08	)
Diluted earnings (a)	$	0.34		$	(0.06	)	$	1.89		$	(0.08	)
Dividends	$	0.10		$	0.10		$	0.40		$	0.40

____________

(a) Earnings per share for fourth quarter and full year 2008 is based on average basic shares outstanding due to our loss from continuing operations.

7

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(Preliminary and Unaudited)

		Year-End  2009		Year-End 2008
		(Dollars in millions)
ASSETS
Current Assets	$	992	$		1,073
Property and Equipment		1,595			1,664
Financial Assets of Special Purpose Entities		2,475			2,474
Goodwill		394			394
Other Assets		253			264
TOTAL ASSETS	$	5,709	$		5,869
LIABILITIES
Current Liabilities	$	471	$		446
Long-Term Debt		710			1,191
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140			2,140
Deferred Tax Liability		721			750
Liability for Pension Benefits		285			172
Liability for Postretirement Benefits		105			101
Other Long-Term Liabilities		391			292
TOTAL LIABILITIES		4,823			5,092
SHAREHOLDERS’ EQUITY
Temple-Inland Inc. Shareholders’ Equity		794			686
Noncontrolling Interest of Special Purpose Entities		92			91
TOTAL SHAREHOLDERS’ EQUITY		886			777
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,709	$		5,869

8

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	Fourth Quarter						For the Year
	2009			2008			2009			2008
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	125	(a)	$	80	(c)	$	549	(a) (c)	$	222	(c)(d)
Working capital		75	(b)		(19	)		91	(b)		(404	) (e)
		200			61			640			(182	)
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(49	)		(48	)		(130	)		(164	)
Acquisition, net of cash acquired		—			—			—			(57	)
Other		8			—			4			(6	)
		(41	)		(48	)		(126	)		(227	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(11	)		(11	)		(43	)		(43	)
Net change in debt		(168	)		(1	)		(467	)		286
Fees related to special purpose entities		—			—			(19	)		—
Other		13			(7	)		9			(17	)
		(166	)		(19	)		(520	)		226
Effect of exchange rate changes on cash and cash equivalents		1			(3	)		1			(3	)
Net decrease in cash and cash equivalents		(6	)		(9	)		(5	)		(186	)
Cash and cash equivalents at beginning of period		42			50			41			227
Cash and cash equivalents at end of period	$	36		$	41		$	36		$	41
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	49		$	55		$	200		$	206

_____________

(a)	Includes alternative fuel mixture tax credits, net of related costs and tax payments, of $54 million in fourth quarter 2009 and $175 million for the year 2009.
(b)	Includes federal income tax refund of $58 million.
(c)	Includes voluntary, discretionary contributions to our defined benefit plan of $15 million in fourth quarter 2008, and $30 million for the year 2009 and 2008.
(d)	Includes payments related to our 2007 transformation plan of $50 million.
(e)	Includes payments related to our 2007 transformation plan of $297 million.

9

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	Fourth			Third			Second			First			Fourth
	Quarter			Quarter			Quarter			Quarter			Quarter
	2009			2009			2009			2009			2008
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	125	(a)	$	160	(a)(c)	$	150	(a)(c)	$	114		$	80	(c)
Working capital		75	(b)		28			22			(34	)		(19	)
		200			188			172			80			61
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(49	)		(29	)		(33	)		(19	)		(48	)
Other		8			4			(7	)		(1	)		—
		(41	)		(25	)		(40	)		(20	)		(48	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(11	)		(11	)		(11	)		(10	)		(11	)
Net change in debt		(168	)		(151	)		(108	)		(40	)		(1	)
Fees related to special purpose entities		—			—			(4	)		(15	)		—
Other		13			11			(4	)		(11	)		(7	)
		(166	)		(151	)		(127	)		(76	)		(19	)
Effect of exchange rate changes on cash and cash equivalents		1			(1	)		2			(1	)		(3	)
Net increase (decrease) in cash and cash equivalents		(6	)		11			7			(17	)		(9	)
Cash and cash equivalents at beginning of period		42			31			24			41			50
Cash and cash equivalents at end of period	$	36		$	42		$	31		$	24		$	41
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	49		$	50		$	50		$	51		$	55

_____________

(a)	Includes alternative fuel mixture tax credits, net of related costs and tax payments, of $54 million in fourth quarter 2009, $58 million in third quarter 2009, and $63 million in second quarter 2009.
(b)	Includes federal income tax refund of $58 million.
(c)	Includes voluntary, discretionary contribution to our defined benefit plan of $15 million in third and second quarter 2009 and fourth quarter 2008.

10

TEMPLE-INLAND INC. AND SUBSIDIARIES

REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS

 (Preliminary and Unaudited)

		Fourth Quarter				For the Year
		2009		2008		2009		2008
Revenues		(Dollars in millions)
Corrugated packaging
Corrugated packaging	$	679	$	744	$	2,856	$	2,975
Paperboard (a) (b)		36		75		145		215
Total corrugated packaging	$	715	$	819	$	3,001	$	3,190
Building products
Lumber	$	42	$	48	$	181	$	225
Gypsum wallboard		32		34		141		135
Particleboard		28		37		136		175
Medium density fiberboard		15		16		64		72
Fiberboard		5		8		23		41
Other		8		11		31		46
Total building products	$	130	$	154	$	576	$	694

Unit Sales
Corrugated packaging
Corrugated packaging, thousands of tons	795	799	3,285	3,303
Paperboard, thousands of tons (a) (b)	89	165	353	469
Total, thousands of tons	884	964	3,638	3,772
Building products
Lumber, mbf	163	176	718	769
Gypsum wallboard, msf	292	248	1,162	1,061
Particleboard, msf	85	100	394	472
Medium density fiberboard, msf	28	30	124	140
Fiberboard, msf	26	43	121	213

____________

(a)	Paperboard includes containerboard and light-weight gypsum facing paper.
(b)	Comparisons of revenue and unit sales of paperboard are affected by the July 25, 2008 purchase of our partner’s interest in Premier Boxboard Limited LLC.

11

TEMPLE-INLAND INC. AND SUBSIDIARIES

CALCULATION OF NON-GAAP FINANCIAL MEASURES

 (Preliminary and Unaudited)

		Fourth Quarter						Third Quarter			For the Year
		2009			2008			2009			2009			2008
		(In millions, except per share)
NET INCOME (LOSS) EXCLUDING SPECIAL ITEMS
Net income (loss) in accordance with GAAP	$	38		$	(6	)	$	67		$	206		$	(8	)
Special items, after-tax:
Alternative fuel mixture tax credits, net of costs		45			––			42			134			––
Facility closures and headcount reductions		––			(5	)		––			(3	)		(5	)
Litigation and other		––			(3	)		––			(1	)		––
Substitution costs		––			––			––			(11	)		––
Gain (loss) on purchase and retirement of debt		––			––			(2	)		9			––
Charges related to early repayment of PBL debt		––			––			––			––			(2	)
Transformation costs		––			––			––			––			(13	)
Effect of change in estimated annual effective tax rate on previously reported special items		––			(10	)		––			––			––
Total special items, after-tax		45			(18	)		40			128			(20	)
Net income (loss), excluding special items	$	(7	)	$	12		$	27		$	78		$	12
Net income (loss), per share, in accordance with GAAP	$	0.34		$	(0.06	)	$	0.61		$	1.89		$	(0.08	)
Special items, after-tax, per share:
Alternative fuel mixture tax credits, net of costs		0.41			––			0.39			1.24			––
Facility closures and headcount reductions		––			(0.05	)		––			(0.03	)		(0.05	)
Litigation and other		––			(0.02	)		––			(0.01	)		––
Substitution costs		––			––			––			(0.10	)		––
Gain (loss) on purchase and retirement of debt		––			––			(0.02	)		0.09			––
Charges related to early repayment of PBL debt		––			––			––			––			(0.02	)
Transformation costs		––			––			––			––			(0.12	)
Effect of change in estimated annual effective tax rate on previously reported special items		––			(0.10	)		––			––			––
Total special items, after-tax		0.41			(0.17	)		0.37			1.19			(0.19	)
Net income (loss), per share, excluding special items	$	(0.07	)	$	0.11		$	0.24		$	0.70		$	0.11
Average basic shares outstanding		107.3			106.7			106.9			106.9			106.7
Average diluted shares outstanding		109.0			106.7			108.6			108.0			107.4
Building products EBITDA
Segment operating loss determined in  accordance with GAAP	$	(18	)	$	(14	)	$	(4	)	$	(27	)	$	(40	)
Depreciation and amortization		10			13			11			44			48
Building products EBITDA	$	(8	)	$	(1	)	$	7		$	17		$	8

12

EX-99.2

13

Our job is to be the best

14

This presentation contains “forward-looking statements” within the meaning of the federal
securities laws. These statements reflect management’s current views with respect to future
events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties
could cause our actual results to differ significantly from the results discussed in the forward-
looking statements. Factors and uncertainties that might cause such differences include, but are
not limited to: general economic, market, or business conditions; the opportunities (or lack
thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses
including the costs of raw materials, purchased energy, and freight; changes in interest rates;
demand for new housing; accuracy of accounting assumptions related to impaired assets,
pension and postretirement costs, and contingency reserves; competitive actions by other
companies; changes in laws or regulations; our ability to execute certain strategic and business
improvement initiatives; the accuracy of certain judgments and estimates concerning the
integration of acquired operations and other factors, many of which are beyond our control.
Except as required by law, we expressly disclaim any obligation to publicly revise any forward-
looking statements contained in this presentation to reflect the occurrence of events after the date
of this presentation.

This presentation includes non-GAAP financial measures.The required reconciliations to
GAAP financial measures are included on our website, www.templeinland.com.

15

Net income (loss) per share

Special items

Net income per shareexcluding

60;special items

•Cash provided by operations of $640 million in 2009

•Long-term debt reduced by $482 million in 2009

2009	2008
$1.89	$(0.08)
(1.19)	0.19
$0.70	$0.11

2009 Consolidated Results

16

$482

$710

$1,192

Long-term debt reduced by $482 million in 2009

2009 Long-Term Debt Reduction

17

	2009	2008
Revenues	$ 3,001	$ 3,190
Costs and expenses	2,654	2,965
Segment operating income	$347	$225

($ in Millions)

•Record annual operating earnings

•16.5% ROI - fourth consecutive year of returns in excess of cost of capital

•Highest return in peer group

Corrugated Packaging Segment

18

($ in Millions)

(Box plant
transformation,
PBL and lower
mill costs)

(Lower input
costs and lower
box pricing)

Corrugated Packaging Segment Earnings

19

	2009	2008
Revenues	$ 576	$ 694
Costs and expenses	(603)	(734)
Segment operating income (loss)	$(27)	$(40)

($ in Millions)

•Housing starts declined 39% in 2009 vs. 2008

•2009 EBITDA of $17 million, an improvement of $9 million vs. 2008

Building Products Segment

20

Housing Starts

TIN EBITDA

2006

2007

2008

2,127

2009

906

554

$8

$17

21

Net income (loss) per share

Special items

Net income (loss) per shareexcluding

60;special items

Q4 2009	Q4 2008	Q3 2009
$0.34	$ (0.06)	$0.61
(0.41)	0.17	(0.37)
$(0.07)	$0.11	$0.24

•Cash provided by operations of $200 million

•Long-term debt down $169 million

•Share-based compensation expense increased $37 million vs. Q4 2008 and
$6 million vs. Q3 2009 due to increase in share price

Fourth Quarter 2009 Consolidated Results

22

($ in Millions)

	Q4 2009	Q4 2008	Q3 2009
Revenues	$ 715	$ 819	$ 734
Costs and expenses	(658)	(751)	(640)
Segment operating income	$57	$68	$94

•10.8% ROI

•Highest return in peer group

Corrugated Packaging Segment

23

Q4 2009 vs. Q4 2008Q4 2009 vs. Q3 2009

Virgin FiberOCCEnergyChemicalsFreight

Key Input Cost Changes

24

TIN Average Box Price *

*Average box price realization includes the impact of mix of business

2008

Q4Q1Q2Q3Q4

2009

Corrugated Packaging Segment

25

Box Shipments

* Source: Fibre Box Association

2008

2009

Corrugated Packaging Segment

26

Matching Production to our Demand

•Q4 2009 downtime

–23,000 tons maintenance related

–16,000 tons weather related

•Q1 2010

–27,000 tons maintenance related

27

($ in Millions)

	Q4 2009	Q4 2008	Q3 2009
Revenues	$ 130	$ 154	$151
Costs and expenses	(148)	(168)	(155)
Segment operating income (loss)	$(18)	$(14)	$ (4)

•Seasonally adjustedhousing starts declined 16% in Q4 2009 vs. Q4 2008

•Actual housing starts declined 24% in Q4 2009 vs. Q3 2009

•Non-cash inventory adjustment and asset write-offs of $4 million

Building Products Segment

28

Lumber

Price

2008

2009

Q4Q1Q2Q3Q4

Volume

2008

2009

Q4Q1Q2Q3Q4

Building Products Segment

29

Gypsum

Volume

2008

2009

Q4Q1Q2Q3Q4

Price

Q4Q1 Q2Q3Q4

2008

2009

Building Products Segment

30

Particleboard

Volume

2008

2009

Q4Q1Q2Q3Q4

Q4Q1 Q2Q3Q4

2008

2009

Building Products Segment

31

2009 Fourth Quarter and Full Year
Financial Highlights

•Cash Flow

-Cash provided by operations $200 million in 4Q/2009 and

$640 million for the year

•Balance Sheet

-Long-term debt $710 million at year-end, down $482 million

vs. year-end, 2008

•Liquidity

-Committed credit facilities $1,075

-Unused available borrowing capacity $890 million at

year-end

32

Term debt

($ In Millions)

Total Term Debt = $555MM

Term Debt Maturity Profile as of
Year-End 2009

33

($ In Millions)

Year-End 2009 Liquidity Summary

Committed facilities$1,075

Less:borrowings/commitments(185)

Unused borrowing capacity$890

Covenants (as specifically defined)

Debt/total capital 43.0%70% max

Interest coverage *10.2x3.0x min

* Best 4 out of 5 trailing quarters

34

2009 Fourth Quarter and Full Year
Financial Highlights

•Expense related items

–Interest expense $13 million in the fourth quarter,
down 43% vs. year ago

–General & administrative costs $70 million for 2009,
down 8% vs. year ago

35

• Maintain high integration level

• Drive for low cost

• Improve mix and margins

• Profitably grow business

Corrugated Packaging Strategic Initiatives

36

C

U

L

T

U

R

E

Lower cost and higher margins

Corrugated Packaging Strategic Initiatives

•Drive Low Cost and Increase Asset
Utilization

–Fewer Plants

–Fewer Machines

–Fewer People

•Improve Mix & Margins

37

Box Plant Transformation I (2006-2010)

•EBIT (Lower Costs) $80MM/Year

–Fewer Plants 4

–Fewer Machines 88

–Fewer People 1,157

•Investment $174MM

•ROI 46%

38

Box Plant Transformation II (2010-2013)

•EBIT (Lower Costs) $100MM/Year

–Fewer Plants 12

–Fewer Machines 66

–Fewer People 917

•Investment $250MM

•ROI 40%

39

2010

•Capital Expenditures

-2009 : $130MM

-2010 : $200MM-$210MM

•Depreciation

-2009 : $200MM

-2010 : $198MM

•Pension

-No required cash contribution in 2010

-Voluntary, discretionary contribution in 2010 : $30MM

-Pension expense in 2010 : $59MM

40

2010

•General and administrative expenses

-2009 : $70MM

-2010 : $71 - $73MM

•Share-based and long-term incentive compensation

-2009 : $58MM

-2010 : $32MM, $1 change in share price = $2.3 million

•Interest expense

-2009 : $63MM

-2010 : $50 - $52 MM

•Income tax

-2010 effective tax rate = 39%

-2010 remain a 20% cash tax payer

41

2010 Financial Priorities

•Return cash to shareholders

–Maintained dividend during 2009

–Q1 2010 dividend increased 10% to annual
rate of $0.44 per share

•Reduce debt

•Invest in our business

•Profitably grow

42

Our job is to be the best

EX-99.3

43

Our job is to be the best

Investor Presentation

44

This presentation contains “forward-looking statements” within the meaning of
the federal securities laws. These statements reflect management’s current views
with respect to future events and are subject to risk and uncertainties. We note
that a variety of factors and uncertainties could cause our actual results to differ
significantly from the results discussed in the forward-looking statements.
Factors and uncertainties that might cause such differences include, but are not
limited to: general economic, market, or business conditions; the opportunities
(or lack thereof) that may be presented to us and that we may pursue;
fluctuations in costs and expenses including the costs of raw materials,
purchased energy, and freight; changes in interest rates; current conditions in
financial markets could adversely affect our ability to finance our operations;
demand for new housing; accuracy of accounting assumptions related to
impaired assets, pension and postretirement costs, contingency reserves, and
income taxes; competitive actions by other companies; changes in laws or
regulations; our ability to execute certain strategic and business improvement
initiatives; the accuracy of certain judgments and estimates concerning the
integration of acquired operations; and other factors, many of which are beyond
our control.

This presentation includes non-GAAP financial measures.The required
reconciliations to GAAP financial measures are included on our website,
www.templeinland.com.

Forward Looking Statements

45

Create Superior and Sustainable Value

•Maximize ROI

•Profitably grow our business

46

2009 Scorecard

•Maximize ROI —» 7.0% ROI

–Corrugated Packaging —» 16.5% ROI

•Record earnings of $347 million

•Highest ROI in peer group

•Fourth consecutive year of above cost of capital
returns

–Building Products —» (5.0)% ROI

•Generated positive EBITDA of $17 million, a $9
million improvement over 2008

•Significantly outperformed peers

47

2009 Scorecard

•Profitably grow our company

–PBL acquisition

•$20 million of synergies

•$30 million from white-top

•60% ROI

48

$482

$710

$1,192

Long-term debt reduced by $482 million in 2009

2009 Long-Term Debt Reduction

49

•Corrugated Packaging

•Building Products

Business Description

Financial Highlights

($ in Millions)	2004	2005	2006	2007	2008	2009
Revenue	$3,587	$3,723	$4,096	$3,850	$3,884	$3,577
EBIT	$134	$133	$331	$161	$111	$192
Investment	$2,370	$2,431	$2,620	$2,570	$2,484	$2,762
ROI	5.7%	5.5%	12.6%	6.3%	4.5%	7.0%
EBITDA	$340	$339	$542	$364	$317	$392

Notes:Excludes 2004-2007 timber and timberland segment results.

Temple-Inland

50

•7 mills

- 3.9 million tons

•63 converting facilities

- 3.7 million tons

•# 3 industry producer

Business Highlights

Financial Highlights

($ in Millions)	2003	2004	2005	2006	2007	2008	2009
Revenue	$2,700	$2,736	$2,825	$2,977	$3,044	$3,190	$3,001
EBIT	$18	$96	$120	$255	$287	$225	$347
Investment	$2,237	$2,042	$2,125	$2,039	$2,004	$1,990	$2,109
ROI	0.8%	4.7%	5.6%	12.5%	14.3%	11.3%	16.5%
EBITDA	$185	$255	$280	$408	$429	$371	$492

Corrugated Packaging Segment Highlights

51

• Maintain high integration level

- Box plant consumption =mill capacity

•Drive forlow cost

- Asset utilization and manufacturing excellence

•Improve mix and margins

- Sales excellence

• Profitably grow business

- Organically / Acquisition

Lowering Costs, Improving Efficiencies and Growing Profitably

Corrugated Packaging Strategic Initiatives

52

Source:Company reports

Temple-Inland is the most integrated producer of corrugated containers

Integration Level - Highest in the Industry

53

Drive For Low Cost

•Lower mill costs

–Enhanced reliability

–Targeted investments to reduce energy consumption and
enhance mix flexibility

•Lower box plant costs

–Box plant transformation

•Cultural change to lower costs by driving asset utilization

•Fewer plants, fewer machines, fewer people

54

98” CORRUGATOR

12 Machines

Asset Utilization
Lexington Plant - Old Layout

55

98” CORRUGATOR

T-CART

T-CART

66”

D/C

35”

EVOL

66”

D/C

4 Machines

35”

EVOL

Asset UtilizationLexington Plant - New Layout

56

Box Plant Transformation I (2006-2010)

•EBIT (Lower Costs) $80MM/Year

–Fewer Plants 4

–Fewer Machines 88

–Fewer People 1,157

•Investment $174MM

•ROI 46%

57

Box Plant Transformation II (2010-2013)

•EBIT (Lower Costs) $100MM/Year

–Fewer Plants 12

–Fewer Machines 66

–Fewer People 917

•Investment $250MM

•ROI 40%

58

Improve Mix and Margins

•Centralized pricing decision making

•Structured and disciplined approach to
market

•Target customers where we can create
value

59

Food & Beverage

63%

Misc. Mfg.

3%

Other

14%

Chemicals

4%

Rubber & Plastics

5%

Paper & Allied

11%

Food & Beverage

49%

Paper & Allied

22%

Rubber & Plastics

6%

Chemicals

5%

Misc.

Nondurables

4%

Misc. Durable Goods

14%

Temple-Inland

Industry*

*Source: Fibre Box Association

Shipments by End-Use Industry

60

TIN has highest ROA in the Peer Group

Notes: (1) As reported by segment excluding special itemsfor TIN, IP and Weyerhaeuser. For TIN and IP, the asset base was adjusted to include acquisitions made in Q3 2008. (2) For PCA, EBIT =
Gross profit-selling and administrative expenses. (3) For SSCC, EBIT as reported by segment; total assets reported for the company in 2007, 2008 and 2009.For prior years, total assets =
segment assets + other assets of $3.3 billion.

Corrugated Packaging - - Highest ROA in
Peer Group

61

North American Corrugated Packaging
Industry Fundamentals

•Consolidatingindustry

•Significant capacity rationalization and
downtime

•Lower inventories

•Improved pricing

62

Top 5 Producers= 42%

1998

2010

Top 5 Producers= 74%

North American Containerboard Market
Share 1998 vs. Today

63

(Million Short Tons)

Source: RISI and

Company reports

Permanent closure announcements of 2.9 million

tons, 7% of North American capacity, since Q4 2008

Corrugated PackagingIndustry Containerboard Capacity Changes and Operating Rate

64

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

11.0

80

81

82

83

84

85

86

87

88

89

90

91

92

93

94

95

96

97

98

99

00

01

02

03

1980 - - 1989
Average: 6.4 Weeks

1990 - - 1999
Average: 5.1 Weeks

2000 - - 2009
Average: 4.3 Weeks

04

05

06

07

Source: Fibre Box Association

Inventory levels are at lowest levels since 1994

08

09

Inventory Levels Continue to Decline

65

Source: RISI

Linerboard ($/ton)

Improved Linerboard Pricing

Linerboard Pricing Trends

Average annual linerboard price declined only modestly in 2009

66

Corrugated Packaging Summary

•Simple, effective strategy…execution = results

•Track record of success

•Improving industry fundamentals

67

•Portfolio of Products

–Lumber

–Gypsum

–Particleboard

–MDF

•Lowest quartile cost converting
operations

•Located near large, high-growth
markets

Financial Highlights

Business Highlights

($ in Millions)	2004	2005	2006	2007	2008	2009
Revenue	$851	$898	$1,119	$806	$694	$576
EBIT	$129	$125	$221	$8	($40)	($27)
Investment	$396	$361	$586	$562	$560	$535
ROI	32.6%	34.6%	37.7%	1.4%	(7.1%)	(5.0%)
EBITDA	$167	$160	$265	$53	$8	$17

Building Products

68

Building Products Strategic Initiatives

•Deliver tailored portfolio of building products

–Products for new home, repair and remodeling
and commercial markets

•Drive low cost

–Manufacturing excellence

•Serve preferred markets

–Favorable demographics

•Profitably grow business

69

Buna

Pineland

Diboll

Rome

DeQuincy

Lumber

Competitive

Position

Temple-Inland Sawmills

1st

Quartile

2nd

Quartile

3rd

Quartile

4th

Quartile

Source: Beck &
RISI Studies

Temple-Inland Sawmills

Sawmill Locations

Lumber

•Low cost, state of art manufacturing system

•Logistically advantaged to large growing markets

•Stable fiber supply at market prices

70

Synthetic Gypsum Furnish

Gypsum

Competitive

Position

Cumberland

Fletcher

W.Memphis

McQueeney

1st

Quartile

2nd

Quartile

3rd

Quartile

4th

Quartile

Source:
Internal
Analysis

Gypsum

•Low-cost manufacturing system

•Synthetic gypsum furnish 65% vs. 30% for industry

71

Panels

Competitive

Position

Monroeville

Hope

Diboll

Thomson

1st

Quartile

2nd

Quartile

3rd

Quartile

4th

Quartile

Source:
Beck Study

PB

MDF

El Dorado

Mt. Jewett

Industrial Panels - Particleboard & MDF

•Lowest cost system

•High-value engineered family of
products

•Targeted markets

–Kitchen cabinets

–Laminators

–MDF laminate flooring

72

Housing Starts

TIN EBITDA

2006

2007

2008

2,127

2009

906

554

$8

$17

73

2010 Financial Priorities

•Return cash to shareholders

–Maintained dividend during 2009

–Q1 2010 dividend increased 10% to
annual rate of $0.44 per share

•Reduce debt

•Invest in our business

•Grow

74

Feb 2010

Create Superior and Sustainable Value

•Maximize ROI

•Profitably grow our business

75

Appendix

76

Total Debt

$710

Borrowings Under

Committed Credit

Facilities

$155

Term Debt

$555

($ In Millions)

Year-End 2009 Debt Structure

77

Term debt

($ In Millions)

Total Term Debt = $555MM

Term Debt Maturity Profile as of Year-End
2009

78

Accounts

ReceivableCommitted

SecuritizationCredit

FacilityAgreementsTotal

($ In Millions)

Year-End, 2009
Committed Credit Facilities

Committed$ 250$ 825$1,075

Less:

Borrowings(130)(25)(155)

Letters of credit-(30)(30)

Unused borrowing capacity$120$ 770$890

Facility MaturitiesOct, 2012July, 2011 ($750MM revolver)

Covenants (as specifically defined):4Q-End, 2009

Debt/total capital43.0%70% Max

Interest coverage *10.2x 3.0xMin

* Best 4 out of 5 trailing quarters

4Q/2009 = 10.2x