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 8, 2011

(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:

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

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

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

o 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 8, 2011, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter and year ended January 1, 2011.  A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On February 8, 2011, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter and year ended January 1, 2011.  A copy of the presentation materials used in the call is furnished as exhibit 99.2 of this report.

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 8, 2011, announcing the company’s earnings for the quarter and year ended January 1, 2011.
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on February 8, 2011, discussing the company’s earnings for the quarter and year ended January 1, 2011.

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 8, 2011	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 8, 2011, announcing the company’s earnings for the quarter and year ended January 1, 2011.	4
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on February 8, 2011, discussing the company’s earnings for the quarter and year ended January 1, 2011.	15

3

EX-99.1

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris Mathis

(512) 434-3766

TEMPLE-INLAND INC. REPORTS FOURTH QUARTER

 AND FULL YEAR 2010 RESULTS

AUSTIN, TEXAS, February 8, 2011--Temple-Inland Inc. today reported net income in 2010 of $168 million, or $1.52 per diluted share, compared with net income of $206 million, or $1.89 per diluted share, in 2009. Excluding special items, net income in 2010 was $100 million, or $0.90 per diluted share, compared with $78 million, or $0.70 per diluted share, in 2009.

	Year
	2010	2009
Net income per diluted share, as reported	$1.52	$1.89
Adjustment for special items	(0.62)	(1.19)
Net income per diluted share, excluding special items	$0.90	$0.70

Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “We had an outstanding year as we delivered strong operating results and cash flow from operations in 2010. Our consolidated return on investment was 8.2%, up from 7.0% in 2009.

“In Corrugated Packaging, we posted operating income of $333 million and generated a return on investment of 16.5%, matching our record 16.5% ROI in 2009. 2010 is the fifth consecutive year that we have earned returns in excess of our cost of capital in this business. We completed Box Plant Transformation I at the first of the year and announced Box Plant Transformation II, which will further drive down the cost structure of our box plant system by an additional $100 million by 2013. We realized $20 million of cost savings in 2010 from Box Plant Transformation I and II.

4

“In Building Products, despite housing markets that remained at depressed levels, we generated $22 million in EBITDA in 2010, an increase of $5 million compared with 2009. We continue to benefit from our low cost facilities, favorable geographic footprint and mix of products.

“As we enter 2011, the economy appears to be re-accelerating, corrugated packaging fundamentals are solid, Box Plant Transformation II is on schedule and we are poised to capitalize on a recovery in housing. We are positioned to continue to generate returns well above our cost of capital in Corrugated Packaging. In Building Products, we remain focused on generating cash and returning to profitability.

"Last week, we increased our dividend 18% to an annual rate of $0.52 per share, reflecting confidence in our ability to continue to generate cash flow and our commitment to return cash to shareholders. This increase follows a 10% increase in our dividend in 2010.”

Special items for 2010 after tax were $68 million, or $0.62 per diluted share, including: (i) a tax benefit of $83 million, or $0.75 per diluted share, related to the cellulosic biofuel producer credit; (ii) a charge of $18 million, or $0.16 per diluted share, primarily related to box plant transformation; and (iii) a net benefit of $3 million, or $0.03 per diluted share, principally related to alternative fuel mixture tax credits.

Fourth quarter 2010 net income was $27 million, or $0.24 per diluted share, compared with fourth quarter 2009 net income of $38 million, or $0.34 per diluted share, and third quarter 2010 net income of $125 million, or $1.13 per diluted share. Excluding special items, net income in fourth quarter 2010 was $35 million, or $0.31 per diluted share compared with a net loss of $0.07 per diluted share in fourth quarter 2009 and net income of $0.41 per diluted share in third quarter 2010. Fourth quarter 2010 net income and net income excluding special items include an income tax benefit of $0.05 per diluted share primarily related to the expected utilization of state net operating loss carry-forwards previously reserved.

	Fourth Quarter		Third Quarter
	2010	2009		2010
Net income per diluted share, as reported	$0.24	$0.34		$1.13
Adjustment for special items	0.07	(0.41)		(0.72)
Net income (loss) per share, excluding special items	$0.31	($0.07)		$0.41

Special items for fourth quarter 2010 after tax were $8 million, or $0.07 per diluted share, including: (i) a charge of $7 million, or $0.06 per diluted share, primarily related to box plant transformation; and (ii) a charge of $1 million, or $0.01 per diluted share, related to the purchase and retirement of debt.

5

Corrugated Packaging

  Segment Operating Income   2010   2009 4th Qtr. 2010  4th Qtr. 2009  3rd Qtr. 2010

($ in Millions) $333 $347 $103 $57 $121

Corrugated Packaging operating results were $333 million in 2010. Operating income declined modestly compared with 2009 as higher prices and volumes, the benefit of Box Plant Transformation and lower mill downtime were more than offset by higher input costs. Return on investment was a record 16.5% for the second consecutive year.

Operating income of $103 million in fourth quarter 2010 was a fourth quarter record. Return on investment in the quarter was 20.4%. Operating income declined in fourth quarter 2010 compared with third quarter 2010 as lower box and containerboard volumes, higher input costs, seasonally higher converting costs, and higher mill maintenance downtime more than offset higher prices.

Building Products

  Segment Operating Income   2010   2009 4th Qtr. 2010  4th Qtr. 2009  3rd Qtr. 2010

($ in Millions) ($19) ($27) ($15) ($18) ($10)

Building Products operating results improved in 2010 compared with 2009 primarily due to higher lumber prices and improved volumes for all products that were partially offset by higher input costs and lower gypsum pricing. Operating results declined in fourth quarter 2010 compared with third quarter 2010 due to lower gypsum prices and lower gypsum and lumber volumes.

Temple-Inland will host a conference call on February 8, 2011, at 9:30 am Eastern Time to discuss results of fourth quarter and full year 2010. 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: 35277364.  Those wishing to access the call 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: 35277364.

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 59 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.

6

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; demand for new housing; accuracy of accounting assumptions related to im paired 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.

7

TEMPLE-INLAND INC. AND SUBSIDIARIES

CONSOLIDATED EARNINGS AND SEGMENT RESULTS

(Preliminary and Unaudited)

		Fourth Quarter						For the Year
		2010			2009			2010			2009
		(In millions, except per share)
Revenues
Corrugated packaging	$	806		$	715		$	3,153		$	3,001
Building products		146			130			646			576
Total revenues	$	952		$	845		$	3,799		$	3,577
Income
Corrugated packaging	$	103		$	57		$	333		$	347
Building products		(15	)		(18	)		(19	)		(27	)
Total segment operating income		88			39			314			320
Items not included in segments:
General and administrative expense		(16	)		(17	)		(70	)		(70	)
Share-based and long-term incentive compensation		(13	)		(19	)		(33	)		(58	)
Other operating income (expense)		(9	)		67			(16	)		206
Other non-operating income (expense)		(1	)		1			(1	)		(1	)
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities		(5	)		(2	)		(15	)		(2	)
Interest expense on debt		(12	)		(13	)		(51	)		(63	)
Income before taxes		32			56			128			332
Income tax benefit (expense)		(5	)		(18	)		40			(125	)
Net income		27			38			168			207
Net income attributable to noncontrolling interest of special purpose entities		––			––			––			(1	)
Net income attributable to Temple-Inland Inc.	$	27		$	38		$	168		$	206
Average basic shares outstanding		108.0			107.3			107.9			106.9
Average diluted shares outstanding		109.7			109.0			109.5			108.0
Per share information:
Basic earnings	$	0.25		$	0.35		$	1.55		$	1.91
Diluted earnings	$	0.24		$	0.34		$	1.52		$	1.89
Dividends	$	0.11		$	0.10		$	0.44		$	0.40

8

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(Preliminary and Unaudited)

		Year-End
		2010		2009
		(In millions)
ASSETS
Current Assets	$	1,136	$		992
Property and Equipment		1,627			1,595
Financial Assets of Special Purpose Entities		2,475			2,475
Goodwill		394			394
Other Assets		277			253
TOTAL ASSETS	$	5,909	$		5,709
LIABILITIES
Current Liabilities	$	508	$		471
Long-Term Debt		718			710
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140			2,140
Deferred Tax Liability		700			721
Liability for Pension Benefits		308			285
Liability for Postretirement Benefits		110			105
Other Long-Term Liabilities		404			391
TOTAL LIABILITIES		4,888			4,823
SHAREHOLDERS’ EQUITY
Temple-Inland Inc. Shareholders’ Equity		929			794
Noncontrolling Interest of Special Purpose Entities		92			92
TOTAL SHAREHOLDERS’ EQUITY		1,021			886
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,909	$		5,709

9

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	Fourth Quarter						For the Year
	2010			2009			2010			2009
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	93		$	125	(a)	$	334	(b)	$	549	(b)
Working capital		(36	)		75			(74	)(c)		91
		57			200			260			640
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(89	)		(49	)		(233	)		(130	)
Other		9			8			11			4
		(80	)		(41	)		(222	)		(126	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(12	)		(11	)		(47	)		(43	)
Net change in debt		7			(168	)		6			(467	)
Other		4			13			(6	)		(10	)
		(1	)		(166	)		(47	)		(520	)
Effect of exchange rate changes on cash and cash equivalents		—			1			1			1
Net decrease in cash and cash equivalents		(24	)		(6	)		(8	)		(5	)
Cash and cash equivalents at beginning of period		52			42			36			41
Cash and cash equivalents at end of period	$	28		$	36		$	28		$	36
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	48		$	49		$	193		$	200

_____________

(a)	Includes $54 million of alternative fuel mixture tax credits, net of related costs and tax payments, in fourth quarter 2009 and $175 million for the year 2009.
(b)	Includes $30 million of voluntary, discretionary contributions to our defined benefit plan for the year 2010 and 2009.
(c)	Includes $14 million of alternative fuel mixture tax credits that were accrued at year-end 2009.

10

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	Fourth			Third			Second			First			Fourth
	Quarter			Quarter			Quarter			Quarter			Quarter
	2010			2010			2010			2010			2009
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	93		$	114	(a)	$	75	(a)	$	52		$	125	(c)
Working capital		(36	)		(5	)		18			(51	)(b)		75
		57			109			93			1			200
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(89	)		(59	)		(52	)		(33	)		(49	)
Other		9			2			8			(8	)		8
		(80	)		(57	)		(44	)		(41	)		(41	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(12	)		(12	)		(12	)		(11	)		(11	)
Net change in debt		7			(36	)		(19	)		54			(168	)
Other		4			—			1			(11	)		13
		(1	)		(48	)		(30	)		32			(166	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			1			1
Net increase (decrease) in cash and cash equivalents		(24	)		4			19			(7	)		(6	)
Cash and cash equivalents at beginning of period		52			48			29			36			42
Cash and cash equivalents at end of period	$	28		$	52		$	48		$	29		$	36
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	48		$	49		$	48		$	48		$	49

____________

(a)	Includes $15 million of voluntary, discretionary contributions to our defined benefit plan in third and second quarter 2010.
(b)	Includes $14 million of alternative fuel mixture tax credits that were accrued at year-end 2009.
(c)	Includes $54 million of alternative fuel mixture tax credits, net of related costs and tax payments.

11

TEMPLE-INLAND INC. AND SUBSIDIARIES

REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS

 (Preliminary and Unaudited)

		Fourth Quarter				For the Year
		2010		2009		2010		2009
Revenues		(Dollars in millions)
Corrugated packaging
Corrugated packaging	$	758	$	679	$	2,953	$	2,856
Paperboard (a)		48		36		200		145
Total corrugated packaging	$	806	$	715	$	3,153	$	3,001
Building products
Lumber	$	48	$	42	$	220	$	181
Gypsum wallboard		35		32		150		141
Particleboard		32		28		136		136
Medium density fiberboard		16		15		72		64
Fiberboard		5		5		28		23
Other		10		8		40		31
Total building products	$	146	$	130	$	646	$	576

Unit Sales
Corrugated packaging
Corrugated packaging, thousands of tons	804	795	3,303	3,285
Paperboard, thousands of tons (a)	88	89	394	353
Total, thousands of tons	892	884	3,697	3,638
Building products
Lumber, mbf	186	163	746	718
Gypsum wallboard, msf	309	292	1,288	1,162
Particleboard, msf	95	85	401	394
Medium density fiberboard, msf	27	28	128	124
Fiberboard, msf	25	26	141	121

____________

(a) Paperboard includes linerboard, corrugating medium, white-top linerboard, and light-weight gypsum facing paper.

12

TEMPLE-INLAND INC. AND SUBSIDIARIES

CALCULATION OF NON-GAAP FINANCIAL MEASURES

 (Preliminary and Unaudited)

		Fourth Quarter						Third Quarter			For the Year
NET INCOME EXCLUDING SPECIAL ITEMS		2010			2009			2010			2010			2009
		(In millions, except per share)
Net income in accordance with GAAP	$	27		$	38		$	125		$	168		$	206
Special items, after-tax:
Alternative fuel mixture tax credits, net of costs		––			45			––			7			134
Costs and asset impairments primarily related to box plant transformation		(7	)		––			(3	)		(18	)		(3	)
Litigation and other		––			––			––			––			(1	)
Substitution costs		––			––			––			––			(11	)
Gain (loss) on purchase and retirement of debt		(1	)		––			––			(1	)		9
Tax benefit related to the cellulosic biofuel producer credit		––			––			83			83			––
One-time tax expense due to the impact of Patient Protection and Affordable Care Act on the Medicare Part D retiree drug subsidy program		––			––			––			(3	)		––
Total special items, after-tax		(8	)		45			80			68			128
Net income (loss), excluding special items	$	35		$	(7	)	$	45		$	100		$	78
Net income, per share, in accordance with GAAP	$	0.24		$	0.34		$	1.13		$	1.52		$	1.89
Special items, after-tax, per share:
Alternative fuel mixture tax credits, net of costs		––			0.41			––			0.07			1.24
Costs and asset impairments primarily related to box plant transformation		(0.06	)		––			(0.03	)		(0.16	)		(0.03	)
Litigation and other		––			––			––			––			(0.01	)
Substitution costs		––			––			––			––			(0.10	)
Gain (loss) on purchase and retirement of debt		(0.01	)		––			––			(0.01	)		0.09
Tax benefit related to the cellulosic biofuel producer credit		––			––			0.75			0.75			––
One-time tax expense due to the impact of Patient Protection and Affordable Care Act on the Medicare Part D retiree drug subsidy program		––			––			––			(0.03	)		––
Total special items, after-tax		(0.07	)		0.41			0.72			0.62			1.19
Net income (loss), per share, excluding special items	$	0.31		$	(0.07	)	$	0.41		$	0.90		$	0.70
Average basic shares outstanding		108.0			107.3			107.9			107.9			106.9
Average diluted shares outstanding		109.7			109.0			109.4			109.5			108.0
Building products EBITDA
Segment operating loss determined in accordance with GAAP	$	(15	)	$	(18	)	$	(10	)	$	(19	)	$	(27	)
Depreciation and amortization		10			10			10			41			44
Building products EBITDA	$	(5	)	$	(8	)	$	––		$	22		$	17

13

TEMPLE-INLAND INC. AND SUBSIDIARIES

CALCULATION OF NON-GAAP FINANCIAL MEASURES - CONTINUED

 (Preliminary and Unaudited)

	Fourth Quarter			For the Year
RETURN ON INVESTMENT	2010			2010			2009
	(In millions)
Temple-Inland
Return:
Segment operating income determined in accordance with U.S. GAAP	$	88		$	314		$	320
Items not included in segments:
General and administrative expense		(16	)		(70	)		(70	)
Share-based and long-term incentive compensation		(13	)		(33	)		(58	)
	$	59		$	211		$	192
Investment:
Beginning of year total assets or segment assets determined in accordance with U.S. GAAP	$	5,709		$	5,709		$	5,869
Adjustments:
Current liabilities (excluding current portion of long-term debt)		(471	)		(471	)		(445	)
Financial assets of special purpose entities		(2,475	)		(2,475	)		(2,474	)
Municipal bonds related to capital leases included in other assets		(188	)		(188	)		(188	)
	$	2,575		$	2,575		$	2,762
ROI, annualized		9.2	%		8.2	%		7.0	%
Corrugated Packaging
Return:
Segment operating income determined in accordance with U.S. GAAP	$	103		$	333		$	347
Investment:
Beginning of year total assets or segment assets determined in accordance with U.S. GAAP	$	2,295		$	2,295		$	2,366
Adjustments:
Current liabilities (excluding current portion of long-term debt)		(276	)		(276	)		(257	)
	$	2,019		$	2,019		$	2,109
ROI, annualized		20.4	%		16.5	%		16.5	%

14

EX-99.2

1

Our job is to be the best

Fourth Quarter and Full
Year 2010 Earnings

2

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, 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 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.

3

2010 Consolidated Results

Net income per diluted share

Special items

Net income per diluted share excluding

special items

•8.2% ROI in 2010 up from 7.0% in 2009

2010	2009
$1.52	$ 1.89
(0.62)	(1.19)
$  0.90	$ 0.70

4

Corrugated Packaging Segment

	2010	2009	2008
Revenues	$3,153	$ 3,001	$ 3,190
Costs and expenses	(2,820)	(2,654)	(2,965)
Segment operating income	$333	$347	$ 225

($ in Millions)

•Record 16.5% ROI in 2009 and 2010

•Fifth consecutive year of above cost of capital returns

5

Corrugated Packaging Segment
Earnings

6

Box Plant Transformation

•Drive Low Cost and Increase
Asset Utilization

–Fewer Plants

–Fewer Machines

–Fewer People

•Improve Mix & Margins

C

U

L

T

U

R

E

Lower cost and higher margins

7

Box Plant Transformation I

•EBIT (Lower Costs) $80MM/Year

–Fewer Plants 4

–Fewer Machines        88

–Fewer Positions1,157

•Investment $174MM

•ROI 46%

Complete

Box Plant Transformation I lowered costs by $10 million in 2010

8

Box Plant Transformation II

•EBIT (Lower Costs)$100MM/Year

–Fewer Plants 12

–Fewer Machines          65

–Fewer Positions 900

•Investment $250MM

•ROI 40%

Box Plant Transformation II lowered costs by $10 million in 2010

9

Box Plant Transformation

Box Plant Transformation will reduce cost by $180 million

67

51

348

194

7,911

5,837

    2006Pro-Forma Year-end 2013

(24%)

(44%)

(26%)

10

Corrugated Packaging Comparative

Peer Group Returns(ROA)

10

Notes:(1)EBIT excludes special items - For TIN and IP as reported by segment; for PCA, Gross Profit-selling and administrative
expenses; for SSCC, for containerboard, corrugated containers and reclamation operations

(2)Adjustments to EBIT - For SSCC, beginning in 2007, working capital interest was no longer charged to operations.
Based on restatement of 2006 and 2005 data, EBIT is adjusted upward by $70 million for the years 2004 and 2003.

(3)Assets (beginning of year) - For TIN and IP as reported by segment adjusted for acquisitions made in Q3 2008; for PCA,

consolidated Total Assets; for SSCC, consolidated Total Assets excluding Consumer Packaging prior to 2007.On January 26, 2009 SSCC

filed for Chapter 11 Bankruptcy and emerged on June 30, 2010. For 2010, the Successor Total Assets (after adjustments for the Plan of Reorganization

 and Fresh Start) is used.For 2009, the Successor Total Assets, adjusted for actual cash and cash equivalents is used.

(4)Restatements - Most recent reported data used to replace prior data, as reported, when available.

11

Building Products Segment

	2010	2009	2008
Revenues	$ 646	$ 576	$ 694
Costs and expenses	(665)	(603)	(734)
Segment operating income (loss)	$ (19)	$(27)	$ (40)

($ in Millions)

12

12

Housing Starts

TIN EBITDA

2006

2007

2008

2009

2010

$8

$17

$22

13

Fourth Quarter 2010 Consolidated
Results

Net income per share

Special items

Net income (loss) per share

  excluding special items

Q4 2010	Q4 2009	Q3 2010
$0.24	$0.34	$1.13
0.07	(0.41)	(0.72)
$ 0.31	$(0.07)	$0.41

•Special items - $0.07 charge primarily related to Box
Plant Transformation II

•Income tax benefit of $0.05 per share primarily related to
the expected utilization of state net operating loss carry-
forwards previously reserved

•Q4 2010 ROI - 9.2%

14

Corrugated Packaging Segment

($ in Millions)

	Q4 2010	Q4 2009	Q3 2010
Revenues	$ 806	$ 715	$ 809
Costs and expenses	(703)	(658)	(688)
Segment operating income	$ 103	$57	$ 121

•Record fourth quarter and 20.4% ROI

15

Corrugated Packaging Segment

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

2009

      Q4               Q1            Q2             Q3             Q4

2010

16

Corrugated Packaging Segment

Box Shipments

* Source: Fibre Box Association

2009

2010

17

Corrugated Packaging Segment

Fourth Quarter

•24,000 tons of maintenance related downtime

•32,000 tons lower outside sales compared
with third quarter

•Inventories increased by 40,000 tons from
third quarter’s unsustainably low levels

•Inventories consistent with year-end 2009 levels

18

Corrugated Packaging Segment

Q4 2010 vs. Q4 2009         Q4 2010 vs. Q3 2010

Virgin FiberOCC          Energy    Chemicals   Freight           Wax

*Key input cost include the impact of inventory changes

Key Input Cost Changes*

19

Looking Forward

First Quarter

•Higher input costs

•Seasonally lower box prices

•Weather

•24,000 tons maintenance downtime

20

Building Products Segment

($ in Millions)

	Q4 2010	Q4 2009	Q3 2010
Revenues	$ 146	$ 130	$157
Costs and expenses	(161)	(148)	(167)
Segment operating income (loss)	$ ( 15)	$ ( 18)	$ (10)

•Q4 2010 actual housing starts fell 2% vs. Q4 2009

•Q4 2010 actual housing starts fell 25% vs. Q3 2010

21

Building Products Segment

Lumber

Price

2009

2010

Q4Q1Q2      Q3      Q4

Volume

2009

2010

Q4       Q1      Q2       Q3      Q4

22

Building Products Segment

Gypsum

Volume

2009

2010

Q4Q1Q2Q3 Q4

Price

Q4    Q1     Q2Q3Q4

2009

2010

23

Particleboard

Volume

Building Products Segment

2009

2010

Q4Q1Q2   Q3      Q4

Q4Q1 Q2Q3Q4

2009

2010

24

2010 Fourth Quarter and Full Year
Financial Highlights

•Cash provided by operations $260 million for the year

–Operations provided $334 million

–Working capital was a use of $74 million

•Balance Sheet

–Long-term debt $718 million at year-end vs.
$710 million a year ago

–Debt/total capital 44% at year-end vs. 47% a year ago

•Liquidity

–Committed credit of $960 million at year-end 2010

–Unused borrowing capacity of $766 million at year-end

           2010

25

2011

•Capital Expenditures

–2010 : $233MM

–2011 : $225 - 235MM

•Depreciation

–2010 : $193MM

–2011 : $200MM

•Pension

–Net periodic pension expense in 2011
essentially flat: $60MM

–No anticipated required cash contribution in
2011

–Voluntary, discretionary contribution in 2011:
$30MM

26

2011

•General and administrative expenses

–2010 : $70MM

–2011 : $70 - $72MM

•Share-based and long-term incentive
compensation

–2010 : $33MM

–2011 : $36MM, $1 change in share price = $2.5
million

•Interest expense

–2010 : $51MM

–2011 : $50 - $52 MM

•Income tax

–2011 effective tax rate = 40%

–2011 cash tax rate = 10%

27

2011 Financial Priorities

•Return cash to shareholders

–Raised annual dividend by 18% to
$0.52 per share

•Reduce debt

•Invest in our business

•Profitably grow

28

Our job is to be the best