SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

(Amendment No. 3)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

TEMPLE-INLAND INC.

(Name of Subject Company)

METAL ACQUISITION INC.

(a wholly owned subsidiary of International Paper Company) and

INTERNATIONAL PAPER COMPANY

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

879868107

(Cusip Number of Class of Securities)

Sharon R. Ryan, Esq.

Vice President, Acting General Counsel and Corporate Secretary

International Paper Company

6400 Poplar Avenue

Memphis, Tennessee 38197

(901) 419-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

Jeffrey J. Rosen, Esq. and William D. Regner, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$3,314,359,011.60	$384,797.08

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 108,312,386 (number of shares of common stock of subject company (which represents the number of shares issued and outstanding as of April 2, 2011, as reported in the subject company’s Quarterly Report on Form 10-Q filed on May 10, 2011), less the number of shares owned by the Offerors and their subsidiaries) by $30.60 (the purchase price per share offered by Offerors).

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #5 for fiscal year 2011, issued December 22, 2010, by multiplying the transaction valuation by 0.0001161.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $384,797.08	Filing Party: International Paper Company/Metal Acquisition Inc.
Form or Registration No.: Schedule TO	Date Filed: July 12, 2011

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 12, 2011, and subsequently amended and supplemented by Amendment No. 1 on July 25, 2011, and Amendment No. 2 on July 27, 2011 (as amended from time to time, the “Schedule TO”), by International Paper Company, a New York corporation (“International Paper”), and Metal Acquisition Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of International Paper. The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $1.00 per share, together with the associated preferred stock purchase rights (the “Shares”), of Temple-Inland Inc., a Delaware corporation, at $30.60 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 12, 2011 (as it may be amended and supplemented from time to time), and in the related Letter of Transmittal.

Item 12

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

(a)(5)(iv)        Excerpt of transcript of conference call held by International Paper Company on July 28, 2011.

(a)(5)(v)         Excerpt of transcript of video broadcast to employees held by International Paper Company on July 28, 2011.

(a)(5)(vi)        Excerpt of transcript of conference call with officers held by International Paper Company on July 28, 2011.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 28, 2011

INTERNATIONAL PAPER COMPANY

By: /S/ SHARON R. RYAN                                

Name: Sharon R. Ryan

Title: Vice President, Acting General Counsel and

          Corporate Secretary

METAL ACQUISITION, INC.

By: /S/ SHARON R. RYAN                                

Name: Sharon R. Ryan

Title: Secretary

EXHIBIT INDEX

Index

(a)(1)(i)	Offer to Purchase dated July 12, 2011.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated July 12, 2011.*
(a)(5)(i)	Text of press release issued by International Paper Company, dated July 12, 2011.*
(a)(5)(ii)	Letter to Employees of International Paper Company, dated July 11, 2011.*
(a)(5)(iii)	July 25, 2011 Investor Presentation by International Paper Company.*
(a)(5)(iv)	Excerpt of transcript of conference call held by International Paper Company on July 28, 2011.
(a)(5)(v)	Excerpt of transcript of video broadcast to employees held by International Paper Company on July 28, 2011.
(a)(5)(vi)	Excerpt of transcript of conference call with officers held by International Paper Company on July 28, 2011.
(b)(1)	Commitment letter described in Section 10 – “Source and Amount of Funds” of the Offer to Purchase.*
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

EX-99.(A)(5)(IV)

Exhibit (a)(5)(iv)

International Paper Co.   Companyp   IP   Tickerp   Q2 2011 Earnings Call   Event Typep   Jul. 28, 2011   Datep  

¢  MANAGEMENT DISCUSSION SECTION

[Unrelated Discussion]

The following is an excerpt from the transcript of International Paper Company’s earnings conference call held on July 28, 2011:

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The offer and solicitation to purchase shares of common stock, par value $1.00 per share (and the associated preferred stock purchase rights), of Temple-Inland Inc. (“Temple-Inland”) is only being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) filed by International Paper Company (the “Company”) and Metal Acquisition Inc. with the SEC on July 12, 2011 (as they may be amended and supplemented from time to time). INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

The tender offer expires at 5:00 p.m., Eastern time, on August 9, 2011, unless it is extended. If the tender offer is extended, the Company will issue a press release announcing the extension at or before 9:00 a.m., Eastern time, on the next business day after the date the tender offer was scheduled to expire.

In connection with the proposed transaction, the Company may file a proxy statement with the SEC. Any definitive proxy statement will be mailed to stockholders of Temple-Inland. INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

International Paper Co.   Companyp   IP   Tickerp   Q2 2011 Earnings Call   Event Typep   Jul. 28, 2011   Datep  

John V. Faraci, Chairman and Chief Executive Officer

Thanks. As I said, I’d like to stop here for a moment and provide all of you with an update on our offer to acquire Temple-Inland. Then as I said if we have time we’ll take a couple of questions. And I’d say first as we said from the start of this process, we’re very committed to seeing this transaction through to

completion. We believe the investor logic of the combination is solid and I don’t think there’s any debate there. We haven’t heard any from anybody.

It makes a very good business at IP, our Industrial Packaging business, an excellent one and it creates a powerful cash flow engine that will continue to drive free cash flow and our ROI improvement in International Paper. It strengthens our portfolio and is consistent with the objective of our transformation plan which is focusing on solid cost to capital returns in all of our businesses throughout the cycle. Importantly, it’s meaningful accretive to IP shareholders at synergies realized and that is an acquisition requirement.

As far as the price goes, we believe we have a very strong offer on the table, which deserves serious consideration. We believe our offer is highly compelling on a present-value basis and reflects the future outlook for Temple for both container board and for building products and has reasonable split of expected synergies. At $30.60 a share in all cash, it represents almost a 20% premium on Temple’s all-time high and a 46% premium to their prior day close. And it’s also a price that’s significantly above their 52-week high.

As all of you know, we’ve attempted to engage Temple in negotiations. We told them that a

negotiated process with us having an opportunity to do some limited due diligence, that would lead to the best value. We strongly prefer to negotiate this direct to the Temple, but we are prepared to let Temple shareowners decide the compelling nature of our offer.

On the regulatory side, just one update that we posted yesterday, as expected, we expected this, we received the second request from the Justice Department yesterday. We’ve been working with them for several weeks to help them understand the economic benefits of this transaction. And of course, we’ll be continuing to cooperate with the Justice Department in their process and expect to be able to address any questions they have quite promptly.

So with that, I would be happy to take a couple of questions if we have some time, on Temple, and if you have any.

Operator: [Operator Instructions] Your next question comes from the line of George Staphos with BoA-Merrill Lynch.

<Q – George Staphos>: Thanks, hi, guys. Good morning. John, I guess the question I had and I think a lot of people have is then, what are the next mile markers for you in this process? You’ve put an offer out, Temple-Inland has refused, and it seems that at this juncture to the outside observer, it’s a bit of a stalemate. Do you consider your offer depending on what facts you get back from the Justice Department? Are you waiting for perhaps additional certainty on the strength of the economy or capital markets, especially with what happens with the debt ceiling? In other words, help us understand what the next steps are in your view to the extent that you can, and what the mile markers are behind that. Thank you.

International Paper Co.   Companyp   IP   Tickerp   Q2 2011 Earnings Call   Event Typep   Jul. 28, 2011   Datep  

<A – John Faraci>: Well, we – as I’ve said, we’d like the next step to be negotiations. We’ve made what we believe is a serious offer, 20% above Temple’s all-time high since they became the new Temple several years ago. After that, having discussions at the – we’ve got to continue with the process. We’re serious, we’re committed, intent on seeing it through and we had two conditions in our proposal. One was regulatory approval and the other was the withdrawal of the poison pill and our next step is to go get regulatory approval.

<Q – George Staphos>: Okay. John, do you potentially see this then taking as many as three years to complete the process?

<A- John Faraci>: I don’t want to speculate, George, about how long it’s going to take. It’s going to take a while to get regulatory approval. That’s not going to occur overnight. So I think we should take it one step at a time. We were committed to the process. We believe it’s a good transaction for both Temple shareowners and International Paper shareowners it has to be for it to work.

<Q – George Staphosx>: Agree. All right, fair enough. Thanks again.

Operator: Your next question comes from the line of Chip Dillon with Vertical Research Partners.

<Q- Chip Dillon>: Yes. Thank you. John, as you go through the process, I know with the second request which was totally expected, does Temple have to do anything? Can they be compelled by the government to provide information or is the onus completely on International Paper?

<A – John Faraci>: As I understand it, Chip, Temple will also get a request to supply some information and they will have their discussions with the Justice Department and ultimately they, as we will, will have to provide the information to Justice Department’s requests. The timeline that they’ll be on is one that they’ll work out with the Justice Department and the timeline we’ll be on is one we’ll work out with the Justice Department.

<Q – Chip Dillon>: Will either side, if you can answer this, have access to the answers of the other party?

<A – John Faraci>: Pardon me?

<Q – Chip Dillon>: Will, for example, you be able to find out what Temple says to the Justice Department, and they can find out what you say to them?

<A – John Faraci>: I believe those submissions are confidential, Chip, for both parties.

<Q – Chip Dillon>: Gotcha. Thank you.

[UNRELATED DISCUSSION]

International Paper Co.   Companyp   IP   Tickerp   Q2 2011 Earnings Call   Event Typep   Jul. 28, 2011   Datep  

Operator: [Operator Instructions] Your next question comes from the line of Mark Wilde with Deutsche Bank.

<Q – Mark Wilde>: John, is it possible for you to just recap for us, kind of, the marching orders you’ve given, Carol in terms of continuing to manage her business while this is going on. I think there’s been a lot of concern about, particularly around pricing type issues. And I think with your costs going up, what a lot of people are concerned about is if costs continue to go up, would you be unwilling to try to recoup those through a pricing initiative as long as this deal is under review?

<A – John Faraci>: First of all, we don’t give marching orders to International Paper.

<Q – Mark Wilde>: Okay.

<A – John Faraci>: But we do agree on priorities and then we go out and execute, and that’s not only Carol, but all the other leaders in the company. And I’m not going to talk about pricing on this call because I can’t and I shouldn’t. We just don’t talk about pricing in a forward-looking way.

<Q – Mark Wilde>: But, John, just in terms of – is the focus in the Industrial Packaging just to manage the business kind of as you would under normal circumstances or does this deal change anything?

<A – John Faraci>: Absolutely. I mean, the focus is on International Paper everywhere from Shanghai to Memphis to Brussels and Sao Paulo is run your business. The reason we can consider something like Temple is because the cash flow we’re generating, the balance sheet we put together and the business performance we’ve put together. And I feel pretty, pretty pleased with how the organizations responded to that.

<Q – Mark Wilde>: Okay. And without asking you to kind of predict or make any call about what you would do on – what you would do on pricing, is it fair to say that if you thought the market conditions were right, you would be willing to consider a move on price in the midst of this bid or not?

<A – John Faraci>: I’m not going to comment on pricing, Mark. And I think we have talked — What’s important in any business, in any of our business, in any of our businesses around the world

International Paper Co.   Companyp   IP   Tickerp   Q2 2011 Earnings Call   Event Typep   Jul. 28, 2011   Datep  

as it relates to price. Inventory has got to be in good shape. Supply and demand needs to be in balance. Operating needs need to be high and demand needs to be consistent with supply. And we’re not in a cost push business where automatically when costs go up prices go up and it looks like it works too. When costs are down automatically prices don’t follow.

<Q- Mark Wilde>: Okay, fair enough. That’s what I was looking for.

Operator: Your next question comes from the line of Mark Weintraub with Buckingham Research.

<Q – Mark Weintraub>: Thank you. I think when originally you’re talking about just as part of your review you bracketed it as it – might be a six to seven month process as a guess. Do you have an updated view on that?

<A>: No, we don’t Mark. We’re just getting the in process started with DOJ and that timefrarne is going to be-absent any meaningful discussions with Temple that timeframe is going to be one of the gates.

<Q – Mark Weintraub>: Okay, thank you.

Operator: Your next question comes from the line of Peter Ruschmeier with Barclays Capital.

<A>: And operator we’ll make this the last question.

<Q – Peter Ruschmeier>: Thanks; I guess two-part question if 1 could, two different questions if I could. First, I’m curious John how you think about whether there’s an opportunity costs related to the deal dragging on over time. And I’m really thinking about the type of response and behavior that Willamette had in reaction to the Weyerhaeuser bid over the two-year period and whether or not you view this as something that could be disruptives which potentially has a true costs to your business. So how do you think about the opportunity costs of a deal that could drag on?

<A>: Well, in terms of our business performance, Pete, I don’t see any opportunity cost. We’re focused on running International Paper as it is all across the company, as I said, from Memphis to Shanghai to Sao Paolo, the Bratsk in Russia.

In terms of timeframe, I think there’s an opportunity cost to Temple shareowners. That we’ve made a serious offer that’s 20% above their all-time high and we think the right thing to do is to sit down with Temple and have a serious discussion.

The world moves on and we’re committed, we’re serious, we’re patient, we’re disciplined. If things changed and at some point in time and we think the right thing for International Paper is to do something else, we’ll make that call. But we’re serious and we’re committed to this and we’ll be

disciplined.

<Q – Peter Ruschmeier>: Okay. And John, as we all try to figure out the next steps here and what appears at the moment to be a standoff, one point that I’m not clear on is is it even possible for Temple to have a confidential conversation with you at this point? Or doesn’t the half of major of the deal at this point preempt that from happening?

<A – John Faraci>: Well, now that we’ve launched a lender offer, there are some things we have to comply with and 1 could tell you just leave it right there. We’ve got plenty of advisors. At least International Paper does, I presume Temple does. And there’s always a way to have a discussion if we choose to have one but I’m not going to get in to what we have to do under any circumstance.

<Q – Peter Ruschmeier>: Okay. And maybe just lastly, on the tender itself with the date coming up, shares of Temple trading roughly act to bid. Can you remind us on the flexibility you have with

International Paper Co.   Companyp   IP   Tickerp   Q2 2011 Earnings Call   Event Typep   Jul. 28, 2011   Datep  

that tender? I guess you’ll cross the bridge when you get to it. But can you extend that tender offer in an effort to try to facilitate a higher participation rate?

<A – John Faraci>: Sure. We can extend it in a number of times and we launched the tender process because of we weren’t having meaningful discussions. We’re serious and we wanted to get kind of the train rolling. So that’s where we are but we can extend the tender offer and expect that we will do that.

<Q – Peter Ruschmeier>: Very good. Thanks very much.

John V. Faraci, Chairman and Chief Executive Officer

Okay. Operator, I think that wraps it up. So thank you very much for tuning in. We’re pretty pleased

with the quarter and we look forward to talking to you on the next quarter.

Operator: This concludes today’s conference call. You may now disconnect.

EX-99.(A)(5)(V)

Exhibit (a)(5)(v)

The following is an excerpt from the transcript of International Paper Company’s video broadcast to employees held on July 28, 2011:

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The offer and solicitation to purchase shares of common stock, par value $1.00 per share (and the associated preferred stock purchase rights), of Temple-Inland Inc. (“Temple-Inland”) is only being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) filed by International Paper Company (the “Company”) and Metal Acquisition Inc. with the SEC on July 12, 2011 (as they may be amended and supplemented from time to time). INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

The tender offer expires at 5:00 p.m., Eastern time, on August 9, 2011, unless it is extended. If the tender offer is extended, the Company will issue a press release announcing the extension at or before 9:00 a.m., Eastern time, on the next business day after the date the tender offer was scheduled to expire.

In connection with the proposed transaction, the Company may file a proxy statement with the SEC. Any definitive proxy statement will be mailed to stockholders of Temple-Inland. INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

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[UNRELATED DISCUSSION]

[John Faraci, Chairman and Chief Executive Officer]: As all of you know we made an offer for Temple. Seems like a long time ago, but it wasn’t. It was June. A 30 dollar and 60 cents all cash offer, that’s 20% above Temple’s all time high in terms of share price, so, their all time high. And it was 46% above what their share price was the day before. Temple is a good company. We think Temple and International Paper together, Temple and our industrial packaging business, takes our good industrial packaging business, our very good industrial packaging business, and gives us the opportunity to make it an excellent business at the right price. We think our price was a serious offer. We think it’s a good price from a Temple shareowners and IP shareowners [inaudible]. Temple has chosen not to negotiate with us, but we kind of expected that at the outset. We knew that was going to be one of the possibilities, so we prepared for that. And as a result, to show our seriousness if nothing else, just to get the process started, we launched what they call a tender offer. This is called a hostile bid in kind of investment banker, Wall Street terms. Think of it as unsolicited. It’s not hostile. It’s unsolicited. They didn’t ask us to make an offer for the company. We decided to. The word hostile gets thrown around. It gets some attention. Some excitement to get people reading. But think of it as unsolicited. So that’s where we stand right now.

The next milestone, if Temple doesn’t decide to negotiate, and they could decide to negotiate at any point in time, but we’re not assuming they will, is for us to get regulatory approval.

We made the offer for Temple. It was based on two conditions. We have the financing [inaudible]. Our balance sheet is in good shape. So we can borrow the money if we need to. We said we need regulatory approval and we need Temple’s Board of Directors to withdraw something called a poison pill they put in place, which makes it harder for us to buy Temple shares. We can’t do anything about the poison pill. Only Temple can do something about that. But we can get regulatory approval. And we did file with the Justice Department several weeks ago, and as we expected, yesterday we got a second request from the Justice Department which is a formality. We expected it. We knew we were going to get it. And it’s what happens with a transaction of this size. And what it means is that the Justice Department is going to ask us to submit a lot of information in certain areas so they can form a view, whether they think this is an

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acquisition that they would allow to go through. We’re very confident – highly confident – that they’ll reach a conclusion that, yes it can. But they have got to go through the process for that.

Q: So how long is this process going to take?

A: We don’t know yet. Until we get back with the Justice Department, and define the scope, which we will do over the next couple of weeks, that scope will give us – it won’t give us a firm date – but it will give us an idea of whether this is a six month timeframe, a three month timeframe, or something in between. And that’s probably what it is. I doubt it will be any shorter than three, Sharon? And I doubt it will be any longer than six or seven months, but it’s going to take a while.

Q: So what do you want employees to do or not to do?

A: Just what we’re doing now. I feel really good that everywhere I go, employees seem focused on their business, doing what they can to deliver on their plans for this year. And we’re starting on our plans for next year and that makes me feel confident that we can be patient, we can be disciplined, because the organization is continuing to deliver.

[UNRELATED DISCUSSION]

###

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EX-99.(A)(5)(VI)

Exhibit (a)(5)(vi)

The following is an excerpt from the transcript of International Paper Company’s conference call with officers held on July 28, 2011:

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The offer and solicitation to purchase shares of common stock, par value $1.00 per share (and the associated preferred stock purchase rights), of Temple-Inland Inc. (“Temple-Inland”) is only being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) filed by International Paper Company (the “Company”) and Metal Acquisition Inc. with the SEC on July 12, 2011 (as they may be amended and supplemented from time to time). INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

The tender offer expires at 5:00 p.m., Eastern time, on August 9, 2011, unless it is extended. If the tender offer is extended, the Company will issue a press release announcing the extension at or before 9:00 a.m., Eastern time, on the next business day after the date the tender offer was scheduled to expire.

In connection with the proposed transaction, the Company may file a proxy statement with the SEC. Any definitive proxy statement will be mailed to stockholders of Temple-Inland. INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free

copies of these documents (if and when available) and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

[John Faraci, Chairman and Chief Executive Officer]: We’ve been unable to get Temple to enter into meaningful discussions. They maintain that our initial offer of 30 dollars and 60 cents, all cash, grossly undervalues the company. But it is kind of hard to fathom what that really means. But that’s what they physically said. We still believe Temple represents a highly compelling value for their shareowners and our shareowners. And we’re committed to seeing this process through. We’re going to be patient. And we’re going to be disciplined. We knew this could take a while. It’s early in the process.

Yesterday, as expected, we got the second request from the Justice Department. That’s something that we knew was going to happen. We planned for it. We’re ready for it. So we’ll start to put together the information the Justice Department is asking for. We’ll work with them to try to narrow the scope of what we need to provide some information on it. We remain very confident that at the end of the day we’ll get regulatory approval, and that regulatory approval will be an approval that doesn’t really alter the value of Temple to International Paper.

So I would just ask you all, and I think you’re doing this, because it feels that way, and I’m hearing from all of you, it’s business as usual. Don’t let this be a distraction. Stay focused on running the business well. Safety, execution and performance. And remember, it’s our performance and results that have, that have enabled us to make this offer for Temple. Without the kind of financial performance we’ve had, we wouldn’t be able to bring over 1 billion in cash to the transaction and that enables us to do this in a way that’s quite attractive to International Paper.

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