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: April 22, 2009

(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, 3^rd 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 April 22, 2009, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter ended April 4, 2009. A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On April 22, 2009, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter ended April 4, 2009. A copy of the presentation materials used in the call is furnished as exhibit 99.2 of this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued by Temple-Inland Inc. on April 22, 2009, announcing the company’s earnings for the quarter ended April 4, 2009.

99.2 Presentation materials used by management of Temple-Inland Inc. in a conference call on April 22, 2009, discussing the company’s earnings for the quarter ended April 4, 2009.

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: April 22, 2009	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 April 22, 2009, announcing the company’s earnings for the quarter ended April 4, 2009	4
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on April 22, 2009, discussing the company’s earnings for the quarter ended April 4, 2009	12

3

EX-99

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris Mathis

(512) 434-3766

TEMPLE-INLAND INC. REPORTS FIRST QUARTER 2009 RESULTS

AUSTIN, TEXAS, April 22, 2009--Temple-Inland Inc. today reported first quarter 2009 net income of $35 million, or $0.33 per diluted share, compared with fourth quarter 2008 net loss of $6 million, or $0.06 per share, and first quarter 2008 net loss of $13 million, or $0.12 per share.

First quarter 2009 net income excluding special items was $32 million, or $0.30 per diluted share, compared with fourth quarter 2008 net income excluding special items of $12 million, or $0.11 per diluted share, and first quarter 2008 net loss excluding special items of $5 million, or $0.05 per share. Results for first quarter 2009 include special items of $0.03 per share primarily consisting of an after-tax gain of $6 million, or $0.06 per diluted share, related to the purchase and retirement of long-term debt and an after-tax charge of $2 million, or $0.02 per diluted share, resulting from facility closures and headcount reductions.

	First Quarter		Fourth Quarter
	2009	2008		2008
Net income per share	$0.33	($0.12)		($0.06)
Adjustment for special items	($0.03)	$0.07		$0.17
Net income (loss) per share, excluding special items	$0.30	($0.05)		$0.11

4

Corrugated Packaging

	First Quarter		Fourth Quarter
	2009	2008		2008
Segment Operating Income ($ in Millions)	$105	$55		$68

Corrugated packaging operating results for first quarter 2009 were a record $105 million. Earnings improved in first quarter 2009 compared with fourth quarter 2008 as higher box volumes and lower input and converting costs more than offset lower box prices. Operating results improved in first quarter 2009 compared with first quarter 2008 as higher box prices and lower input and converting costs more than offset lower volumes and downtime related expenses.

Building Products

	First Quarter		Fourth Quarter
	2009	2008		2008
Segment Operating Income ($ in Millions)	($2)	($21)		($14)

Building products operating results improved in first quarter 2009 compared with fourth quarter 2008 as higher volumes for all products and lower costs more than offset declining prices for lumber, particleboard and gypsum. Operating results improved in first quarter 2009 compared with first quarter 2008 as higher gypsum prices, a lower cost structure, and lower input costs more than offset lower lumber and particleboard volumes.

Comments

Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “We delivered outstanding operating results and generated $80 million of cash from operations in first quarter 2009 despite tough economic conditions.

“In Corrugated Packaging, we had record earnings in the quarter resulting from our box plant transformation, continued success of our PBL acquisition, our heavy orientation to the food and beverage market, our integrated system and lower input costs. We continued to match our production to our demand and our quarter end inventories were down compared with year ago and fourth quarter 2008 levels.

“In Building Products, we improved our operating results by $19 million compared with year ago levels despite the continued decline in housing starts. In the quarter, we benefited from our lower cost structure, declining input costs and our mix of products. We remain focused on matching our supply with demand, lowering costs and generating cash in this business.

5

“As we enter second quarter 2009, economic conditions continue to be uncertain. However, the actions we have taken to improve asset utilization, drive down our costs, match production to our demand and profitably grow our business positions us to continue to deliver solid relative results.”

Temple-Inland will host a conference call on April 22, 2009 at 9:30 am ET to discuss results of first quarter 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: 94185457. 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: 94185457.

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.

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)

		First Quarter
		2009			2008
	(in millions, except per share)
Revenues
Corrugated packaging	$	790		$	776
Building products		151			168
Total revenues	$	941		$	944
Income
Corrugated packaging	$	105		$	55
Building products		(2	)		(21	)
Total segment operating income		103			34
Items not included in segments:
General and administrative expense		(17	)		(21	)
Share-based and long-term incentive compensation		(9	)		(4	)
Other operating income (expense)		(4	)		(15	)
Other non-operating income		10			1
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities		2			(3	)
Interest expense on debt		(19	)		(17	)
Income (loss) before taxes		66			(25	)
Income tax (expense) benefit		(30	)		12
Net Income (loss)		36			(13	)
Net income attributable to noncontrolling interest of special purpose entities		(1	)		––
Net income (loss) attributable to Temple-Inland Inc.	$	35		$	(13	)
Average basic shares outstanding		106.7			106.7
Average diluted shares outstanding		106.7			107.6
Per share information
Basic earnings	$	0.33		$	(0.12	)
Diluted earnings (a)	$	0.33		$	(0.12	)
Dividends	$	0.10		$	0.10

____________

^(a) Earnings per share for 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)

		First Quarter- End 2009	Year-End 2008
		(Dollars in millions)
ASSETS
Current Assets	$	1,063	$	1,073
Property and Equipment		1,628		1,664
Financial Assets of Special Purpose Entities		2,475		2,474
Goodwill		394		394
Other Assets		275		264
TOTAL ASSETS	$	5,835	$	5,869
LIABILITIES
Current Liabilities	$	397	$	446
Long-Term Debt		1,142		1,191
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140		2,140
Deferred Tax Liability		778		750
Liability for Pension Benefits		174		172
Liability for Postretirement Benefits		101		101
Other Long-Term Liabilities		294		292
TOTAL LIABILITIES		5,026		5,092
SHAREHOLDERS’ EQUITY
Temple-Inland Inc. Shareholders’ Equity		717		686
Noncontrolling Interest of Special Purpose Entities		92		91
TOTAL SHAREHOLDERS’ EQUITY		809		777
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,835	$	5,869

8

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Preliminary and Unaudited)

			First Quarter 2009			Fourth Quarter 2008			Third Quarter 2008			Second Quarter 2008			First Quarter 2008
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations		$	114		$	80	(a)	$	66	(b)	$	57	(a)	$	19	(b)
Working capital			(34	)		(19	)		(20	)(c)		(7	)(c)		(358	)(c)
			80			61			46			50			(339	)
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures			(19	)		(48	)		(40	)		(42	)		(34	)
Acquisition, net of cash acquired			––			––			(57	)		––			––
Other			(1	)		––			(2	)		(3	)		(1	)
			(20	)		(48	)		(99	)		(45	)		(35	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders			(10	)		(11	)		(11	)		(10	)		(11	)
Net change in debt			(40	)		(1	)		68			15			204
Fees related to special purpose entities			(15	)		––			––			––			––
Other			(11	)		(7	)		3			(3	)		(10	)
			(76	)		(19	)		60			2			183
Effect of exchange rate changes on cash and cash equivalents			(1	)		(3	)		(1	)		(1	)		2
Net increase (decrease) in cash and cash equivalents			(17	)		(9	)		6			6			(189	)
Cash and cash equivalents at beginning of period			41			50			44			38			227
Cash and cash equivalents at end of period		$	24		$	41		$	50		$	44		$	38
SUPPLEMENTAL INFORMATION
Depreciation and amortization		$	51		$	55		$	51		$	50		$	50
	____________
(a)	Includes $15 million of voluntary, discretionary contributions to our defined benefit plan in second and fourth quarter 2008.
(b)	Includes payments related to our 2007 transformation plan of $11 million in third quarter 2008 and $39 million in first quarter 2008.
(c)	Includes payments related to our 2007 transformation plan of $20 million in third quarter 2008, $1 million in second quarter 2008 and $276 million in first quarter 2008.

9

TEMPLE-INLAND INC. AND SUBSIDIARIES

REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS

(Preliminary and Unaudited)

			First Quarter
			2009		2008
			(Dollars in millions)
Revenues
Corrugated packaging
Corrugated packaging		$	751	$	737
Paperboard (a) (b)			39		39
Total corrugated packaging		$	790	$	776
Building products
Lumber		$	46	$	53
Particleboard			38		43
Gypsum wallboard			38		34
Medium density fiberboard			18		19
Fiberboard			3		9
Other			8		10
Total building products		$	151	$	168
	Unit Sales
	Corrugated packaging
	Corrugated packaging, thousands of tons		829			827
	Paperboard, thousands of tons (a) (b)		89			82
	Total, thousands of tons		918			909
	Building products
	Lumber, mbf		188			200
	Particleboard, msf		107			120
	Gypsum wallboard, msf		283			280
	Medium density fiberboard, msf		34			38
	Fiberboard, msf		17			50

	_____________
(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.

10

TEMPLE-INLAND INC. AND SUBSIDIARIES

CALCULATION OF NON-GAAP FINANCIAL MEASURES

(Preliminary and Unaudited)

		First Quarter			First Quarter			Fourth Quarter
		2009			2008			2008
	(In millions, except per share)
NET INCOME (LOSS) EXCLUDING SPECIAL ITEMS
Net income (loss) in accordance with GAAP	$	35		$	(13	)	$	(6	)
Special items, after-tax:
Facility closures and headcount reductions		(2	)		––			5
Gains related to purchase and retirement of long-term debt		6			––			––
Litigation and other		(1	)		3			3
2007 transformation plan		––			(11	)		––
Adjustment due to change in annual tax rate to 38 percent in
fourth quarter 2008		––			––			10
Total special items, after-tax		3			(8	)		18
Net income (loss), excluding special items	$	32		$	(5	)	$	12
Net income (loss), per share, in accordance with GAAP	$	0.33		$	(0.12	)	$	(0.06	)
Special items, after-tax, per share:
Facility closures and headcount reductions		(0.02	)		––			0.05
Gains related to purchase and retirement of long-term debt		0.06			––			––
Litigation and other		(0.01	)		0.03			0.02
2007 transformation plan		––			(0.10	)		––
Adjustment due to change in annual tax rate to 38 percent in
fourth quarter 2008		––			––			0.10
Total special items, after-tax		0.03			(0.07	)		0.17
Net income (loss) per share, excluding special items	$	0.30		$	(0.05	)	$	0.11
Average basic shares outstanding		106.7			106.7			106.7
Average diluted shares outstanding		106.7			107.6			106.7

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EX-99

Our job is to be the best

1

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, and 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.

2

First Quarter 2009 Consolidated Results

Net income (loss) per share

Special items

Net income (loss) per shareexcluding special items

$    0.11

0.17

$   (0.06)

   Q4
    2008

$  (0.05)

$    0.30

0.07

     (0.03)

$  (0.12)

$    0.33

    Q1     
    2008

    Q1
    2009

3

Corrugated Packaging Segment

($ in Millions)

    $   68

    (751)

$  819

Q4

2008

$   55

$  105

Segment operating income

   (721)

   (685)

Costs and expenses

$ 776

$ 790

Revenues

Q1

2008

Q1

2009

  Record earnings

  Key drivers

  Box plant transformation

  PBL acquisition

  Input costs

4

Key Input Cost Changes

Q1 2009 vs. Q1 2008                  Q1 2009 vs. Q4 2008

Virgin FiberOCCEnergyChemicalsFreight

Input cost changes include the addition of the
PBL mill in third quarter 2008.

5

Corrugated Packaging Segment

TIN Average Box Price *

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

2008

Q1                       Q2                     Q3                      Q4                     Q1

2009

6

Corrugated Packaging Segment

Temple-InlandIndustry *

Box Shipments

  * Source: Fibre Box Association

Quarterly

Q1                  Q2                   Q3                  Q4                   Q1

2008

2009

7

Matching Production to our Demand

Q1 2009 downtime

37,000 tons market related

23,000 tons maintenance related

Inventories

Inventories lower at quarter end vs. Q4 2008 and
Q1 2008

Q2 2009 maintenance downtime

80,000 tons maintenance related primarily at Rome

8

Building Products Segment

($ in Millions)

    $(  14)

    (168)

$  154

Q4

2008

$(  21)

$(   2)

Segment operating income (loss)

   (189)

   (153)

Costs and expenses

$ 168

$ 151

Revenues

Q1

2008

Q1

2009

9

Building Products EBITDA Trends

Housing Starts

TIN EBITDA

1,460

2006

2007

2008

2,127

2009

10

Building Products Segment

Lumber

Price

2008

2009

Q1Q2 Q3        Q4          Q1

Volume

2008

2009

Q1           Q2        Q3          Q4         Q1

11

Building Products Segment

Gypsum

Volume

2008

2009

Q1  Q2      Q3        Q4           Q1

Price

Q1Q2 Q3Q4Q1

2008

2009

12

Price

Particleboard

Volume

Building Products Segment

2008

2009

   Q1    Q2       Q3         Q4          Q1

Q1Q2 Q3  Q4  Q1

2008

2009

13

Alternative Fuel Credit Update

Received “AM” registration from IRS in late March 2009

Began using alternative fuel in late March 2009

Anticipate using 550-650 million gallons of alternative
fuel annually

No benefits from Alternative Fuel Mixture Tax Credit
included in first quarter results

14

First Quarter-End, 2009 Financial
Highlights

Cash Flow

Cash provided by operations $80 million

Balance Sheet

Long term debt $1,143 million, down $49 million vs.
year-end, 2008

Liquidity

Unused borrowing capacity $685 million

General & administrative expenses $17 million, down
19% vs. year ago

15

Term Debt Maturity Profile as of First
Quarter-End, 2009

Existing term debt

1

($ in millions)

16

First Quarter-End, 2009
Committed Credit Facilities

($ In Millions)

Accounts

Receivable

Committed

Securitization

Credit

Facility

Agreements

Total

Committed

$ 250

$ 835

$1,085

Less:

Borrowings

(238

)

(131

)

(369

)

Letters of credit

-

(19

)

(19

)

Temp. adj. to borrowing base

(12

)

-

(12

)

Unused borrowing capacity

$

-

$ 685

$

685

Covenants (as specifically defined):

1Q-End, 2009

Debt/total capital

57.5

%

70

% Max

Interest coverage *

5.2

x

3.0

x  Min

*Best 4 out of 5 trailing quarters. 1Q/2009 = 7.6x

17

Our job is to be the best

18