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: July 23, 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 July 23, 2009, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter ended July 4, 2009. A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On July 23, 2009, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter ended July 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 July 23, 2009, announcing the company’s earnings for the quarter ended July 4, 2009.

99.2 Presentation materials used by management of Temple-Inland Inc. in a conference call on July 23, 2009, discussing the company’s earnings for the quarter ended July 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: July 23, 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 July 23, 2009, announcing the company’s earnings for the quarter ended July 4, 2009	4
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on July 23, 2009, discussing the company’s earnings for the quarter ended July 4, 2009	13

3

EX-99

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris Mathis

(512) 434-3766

TEMPLE-INLAND INC. REPORTS SECOND QUARTER 2009 RESULTS

AUSTIN, TEXAS, July 23, 2009--Temple-Inland Inc. today reported second quarter 2009 net income of $66 million, or $0.61 per diluted share, compared with first quarter 2009 net income of $35 million, or $0.33 per diluted share, and second quarter 2008 net income of $8 million, or $0.07 per diluted share. Second quarter 2009 net income excluding special items was $26 million, or $0.24 per diluted share.

	Second Quarter		First Quarter
	2009	2008		2009
Net income per share	$0.61	$0.07		$0.33
Adjustment for special items	($0.37)	$0.00		($0.03)
Net income per share, excluding special items	$0.24	$0.07		$0.30

Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “We had another very good quarter. We delivered solid operating results, return on investment, and cash flow, despite continued tough economic conditions. In the quarter, we generated $172 million of cash from operations and reduced our debt by $116 million.

“In Corrugated Packaging, we had a record second quarter as both our mills and box plants ran well in the quarter and we continued to drive down cost. Our results reflect the continued benefit from our box plant transformation, the acquisition of PBL, our heavy orientation to the food and beverage market and our integrated system. We reduced our inventories further in the quarter and our quarter-ending inventories were at their lowest level since 2002.

4

“In Building Products, we did not experience the traditional seasonal pick-up in demand in the quarter. Even so, due to our low cost structure, declining input costs and our favorable mix of products, we generated $8 million of EBITDA in the quarter. We remain focused on matching our supply with our demand, lowering costs, generating cash and returning to profitability in this business.

“As we look forward, economic conditions, while still uncertain, appear to be stabilizing. The actions we have taken to improve asset utilization, drive down costs, match our production to our demand and profitably grow our business, position us to continue to deliver solid relative results.”

Corrugated Packaging

	Second Quarter		First Quarter
	2009	2008		2009
Segment Operating Income ($ in Millions)	$91	$52		$105

Corrugated Packaging operating income was $91 million, a record second quarter. Earnings improved in second quarter 2009 compared with second quarter 2008 as lower mill and converting costs and the benefits of the PBL acquisition more than offset lower box volumes and prices. Operating results declined compared with the all-time record first quarter 2009 earnings due primarily to lower box prices, partially offset by lower costs and higher box volumes.

.

Building Products

	Second Quarter		First Quarter
	2009	2008		2009
Segment Operating Income ($ in Millions)	($3)	$1		($2)

Building Products operating results declined in second quarter 2009 compared with second quarter 2008 as higher gypsum prices were more than offset by lower lumber prices and lower shipments for lumber, gypsum and panel products. Operating results declined in second quarter 2009 compared with first quarter 2009 principally due to lower gypsum prices and lower shipments for all products.

5

Special items for second quarter 2009 after tax were $40 million, or $0.37 per diluted share, including: (i) income of $47 million, or $0.43 per diluted share, for alternative fuel mixture tax credits; (ii) a charge of $11 million, or $0.10 per diluted share, related to the previously disclosed substitution in connection with the 2007 sale of the timberland; and (iii) a gain of $5 million, or $0.05 per diluted share, related to the purchase and early retirement of $100 million of our term debt.

Temple-Inland will host a conference call on July 23, 2009, at 9:30 am ET to discuss results of second 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: 19111527. 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: 19111527.

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.

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)

		Second Quarter						First Six Months
		2009			2008			2009			2008
		(In millions, except per share)
Revenues
Corrugated packaging	$	762		$	798		$	1,552		$	1,574
Building products		144			193			295			361
Total revenues	$	906		$	991		$	1,847		$	1,935
Income
Corrugated packaging	$	91		$	52		$	196		$	107
Building products		(3	)		1			(5	)		(20	)
Total segment operating income		88			53			191			87
Items not included in segments:
General and administrative expense		(18	)		(21	)		(35	)		(42	)
Share-based and long-term incentive compensation		(17	)		(2	)		(26	)		(6	)
Other operating income (expense)		75			––			71			(15	)
Other non-operating income (expense)		(9	)		1			1			2
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities		(1	)		––			1			(3	)
Interest expense on debt		(17	)		(20	)		(36	)		(37	)
Income (loss) before taxes		101			11			167			(14	)
Income tax (expense) benefit		(35	)		(3	)		(65	)		9
Net Income (loss)		66			8			102			(5	)
Net income attributable to noncontrolling interest of special purpose entities		––			––			(1	)		––
Net income (loss) attributable to Temple-Inland Inc.	$	66		$	8		$	101		$	(5	)
Average basic shares outstanding		106.7			106.6			106.7			106.7
Average diluted shares outstanding		107.8			107.4			107.2			107.6
Per share information:
Basic earnings	$	0.62		$	0.07		$	0.95		$	(0.05	)
Diluted earnings (a)	$	0.61		$	0.07		$	0.94		$	(0.05	)
Dividends per share	$	0.10		$	0.10		$	0.20		$	0.20

____________

^(a) Earnings per share for first six months 2008 is based on average basic shares outstanding due to our year-to-date net loss.

7

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(Preliminary and Unaudited)

		Second Quarter-End 2009			Year-End 2008
		(Dollars in millions)
ASSETS
Current Assets	$	1,057	$	1,073
Property and Equipment		1,615		1,664
Financial Assets of Special Purpose Entities		2,475		2,474
Goodwill		394		394
Other Assets		261		264
TOTAL ASSETS	$	5,802	$	5,869
LIABILITIES
Current Liabilities	$	405	$	446
Long-Term Debt		1,026		1,191
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140		2,140
Deferred Tax Liability		772		750
Liability for Pension Benefits		167		172
Liability for Postretirement Benefits		101		101
Other Long-Term Liabilities		323		292
TOTAL LIABILITIES		4,934		5,092
SHAREHOLDERS’ EQUITY
Temple-Inland Inc. Shareholders’ Equity		776		686
Noncontrolling Interest of Special Purpose Entities		92		91
TOTAL SHAREHOLDERS’ EQUITY		868		777
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,802	$	5,869

8

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Preliminary and Unaudited)

	Second Quarter						First Six Months
	2009			2008			2009			2008
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	150	(a)(b)	$	57	(a)	$	264	(a)(b)	$	76	(a)(c)
Working capital		22			(7	)(d)		(12	)		(365	)(d)
		172			50			252			(289	)
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(33	)		(42	)		(52	)		(76	)
Acquisition, net of cash acquired		—			—			—			—
Other		(7	)		(3	)		(8	)		(4	)
		(40	)		(45	)		(60	)		(80	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(11	)		(10	)		(21	)		(21	)
Net change in debt		(108	)		15			(148	)		219
Fees related to special purpose entities		(4	)		—			(19	)		—
Other		(4	)		(3	)		(15	)		(13	)
		(127	)		2			(203	)		185
Effect of exchange rate changes on cash and cash equivalents		2			(1	)		1			1
Net increase (decrease) in cash and cash equivalents		7			6			(10	)		(183	)
Cash and cash equivalents at beginning of period		24			38			41			227
Cash and cash equivalents at end of period	$	31		$	44		$	31		$	44
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	50		$	50		$	101		$	100

_____________

(a)	Includes $15 million of voluntary, discretionary contributions to our defined benefit plan in second quarter and first six months 2009 and 2008.
(b)	Includes $63 million of alternative fuel mixture credits, net of related costs and tax payments, in second quarter and first six months 2009.
(c)	Includes payments related to our 2007 transformation plan of $39 million in first six months 2008.
(d)	Includes payments related to our 2007 transformation plan of $1 million in second quarter 2008 and $277 million in first six months 2008.

9

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Preliminary and Unaudited)

	Second			First			Fourth			Third			Second
	Quarter			Quarter			Quarter			Quarter			Quarter
	2009			2009			2008			2008			2008
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	150	(a)(b)	$	114		$	80	(a)	$	66	(c)	$	57	(a)
Working capital		22			(34	)		(19	)		(20	)(d)		(7	)(d)
		172			80			61			46			50
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(33	)		(19	)		(48	)		(40	)		(42	)
Acquisition, net of cash acquired		—			—			—			(57	)		—
Other		(7	)		(1	)		—			(2	)		(3	)
		(40	)		(20	)		(48	)		(99	)		(45	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(11	)		(10	)		(11	)		(11	)		(10	)
Net change in debt		(108	)		(40	)		(1	)		68			15
Fees related to special purpose entities		(4	)		(15	)		—			—			—
Other		(4	)		(11	)		(7	)		3			(3	)
		(127	)		(76	)		(19	)		60			2
Effect of exchange rate changes on cash and cash equivalents		2			(1	)		(3	)		(1	)		(1	)
Net increase (decrease) in cash and cash equivalents		7			(17	)		(9	)		6			6
Cash and cash equivalents at beginning of period		24			41			50			44			38
Cash and cash equivalents at end of period	$	31		$	24		$	41		$	50		$	44
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	50		$	51		$	55		$	51		$	50

_____________

(a)	Includes $15 million of voluntary, discretionary contributions to our defined benefit plan in second quarter 2009 and 2008 and fourth quarter 2008.
(b)	Includes $63 million of alternative fuel mixture credits, net of related costs and tax payments, in second quarter 2009.
(c)	Includes payments related to our 2007 transformation plan of $11 million in third quarter 2008.
(d)	Includes payments related to our 2007 transformation plan of $20 million in third quarter 2008 and $1 million in second quarter 2008.

10

TEMPLE-INLAND INC. AND SUBSIDIARIES

REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS

(Preliminary and Unaudited)

		Second Quarter				First Six Months
		2009		2008		2009		2008
Revenues		(Dollars in millions)
Corrugated packaging
Corrugated packaging	$	727	$	765	$	1,478	$	1,502
Paperboard (a) (b)		35		33		74		72
Total corrugated packaging	$	762	$	798	$	1,552	$	1,574
Building products
Lumber	$	45	$	64	$	91	$	117
Particleboard		35		49		73		92
Gypsum wallboard		33		34		71		68
Medium density fiberboard		15		19		33		38
Fiberboard		7		13		10		22
Other		9		14		17		24
Total building products	$	144	$	193	$	295	$	361

Unit Sales
Corrugated packaging
Corrugated packaging, thousands of tons	836	867	1,665	1,694
Paperboard, thousands of tons (a) (b)	86	72	175	154
Total, thousands of tons	922	939	1,840	1,848
Building products
Lumber, mbf	184	204	372	404
Particleboard, msf	99	135	206	255
Gypsum wallboard, msf	259	278	542	558
Medium density fiberboard, msf	31	38	65	76
Fiberboard, msf	37	68	54	118

____________

(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)

		Second Quarter					First Quarter
		2009			2008		2009
		(In millions, except per share)
NET INCOME EXCLUDING SPECIAL ITEMS
Net income in accordance with GAAP	$	66		$	8	$	35
Special items, after-tax:
Facility closures and headcount reductions		(1	)		––		(2	)
Alternative fuel mixture credits, net of costs		47			––		––
Litigation and other		––			––		(1	)
Substitution costs		(11	)		––		––
Gains related to purchase and retirement of long-term debt		5			––		6
Total special items, after-tax		40			––		3
Net income, excluding special items	$	26		$	8	$	32
Net income, per share, in accordance with GAAP	$	0.61		$	0.07	$	0.33
Special items, after-tax, per share:
Facility closures and headcount reductions		(0.01	)		––		(0.02	)
Alternative fuel mixture credits, net of costs		0.43			––		––
Litigation and other		––			––		(0.01	)
Substitution costs		(0.10	)		––		––
Gains related to purchase and retirement of long-term debt		0.05			––		0.06
Total special items, after-tax		0.37			––		0.03
Net income, per share, excluding special items	$	0.24		$	0.07	$	0.30
Average basic shares outstanding		106.7			106.6		106.7
Average diluted shares outstanding		107.8			107.4		106.7

			Second Quarter
		2009
	EBITDA	(In millions)
Building Products
Segment operating loss determined in accordance with GAAP			$	(3	)
Depreciation and amortization				11
EBITDA			$	8

12

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, 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

Second Quarter 2009 Consolidated Results

Special items (after-tax)

$0.43 per share income related to alternative fuel mixture credits

$0.10 per share charge related to letter of credit substitution

$0.05 per share gain related to purchase and retirement of long-term debt

$   0.07

$  0.30

$  0.24

Net income per share excluding special
items

     0.00

   (0.03)

   (0.37)

Special items

$  0.07

$  0.33

$  0.61

Net income per share

Q2

2008

Q1

2009

Q2

2009

3

Corrugated Packaging Segment

($ in Millions)

    $ 105

    (685)

$  790

Q1

2009

$   52

$   91

Segment operating income

   (746)

   (671)

Costs and expenses

$ 798

$ 762

Revenues

Q2

2008

Q2

2009

Record second quarter

17.3% ROI

Key drivers

Lower mill and converting costs

PBL acquisition

Input costs

4

Key Input Cost Changes

Q2 2009 vs. Q2 2008                  Q2 2009 vs. Q1 2009

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

Q2                       Q3                     Q4                      Q1                     Q2

2009

6

Corrugated Packaging Segment

Temple-InlandIndustry *

Box Shipments

  * Source: Fibre Box Association

Quarterly

Q2                  Q3                   Q4                  Q1                   Q2

2008

2009

7

Matching Production to our Demand

Q2 2009 downtime

73,000 tons maintenance-related, primarily at
Rome

Inventories

Lowest levels since 2002

Below practical minimum

Q3 2009 maintenance downtime

8,000 tons maintenance-related at New
Johnsonville and Newport

8

Building Products Segment

($ in Millions)

    $(    2)

    (153)

$  151

Q1

2009

$   1

$(   3)

Segment operating income (loss)

   (192)

   (147)

Costs and expenses

$ 193

$ 144

Revenues

Q2

2008

Q2

2009

No seasonal pickup

Indefinite closure of Buna, TX sawmill

9

Building Products EBITDA Trends

Housing Starts

TIN EBITDA

2006

2007

2008

2,127

2009

1,017

10

Building Products Segment

Lumber

Price

2008

2009

Q2Q3 Q4        Q1          Q2

Volume

2008

2009

Q2           Q3        Q4          Q1         Q2

11

Building Products Segment

Gypsum

Volume

2008

2009

Q2  Q3      Q4        Q1           Q2

Price

Q2Q3 Q4Q1Q2

2008

2009

12

Price

Particleboard

Volume

Building Products Segment

2008

2009

   Q2    Q34       Q4         Q1          Q2

Q2Q3 Q4  Q1  Q2

2008

2009

13

Second Quarter, 2009 Financial Highlights

Cash Flow

Cash provided by operations $172 million

Balance Sheet

Long term debt $1,027 million at 2Q-end, down $116 million
vs. 1Q-end and $165 million year-to-date

Net debt $996 million at 2Q-end

Liquidity

Unused borrowing capacity of $689 million at 2Q-end

14

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

Term debt

1

($ In Millions)

Total Term Debt = $674MM

15

Second Quarter-End, 2009
Committed Credit Facilities

($ In Millions)

Accounts

Receivable

Committed

Securitization

Credit

Facility

Agreements

Total

Committed

$ 250

$ 825

$1,075

Less:

Borrowings

(234

)

(119

)

(353

)

Letters of credit

-

(33

)

(33

)

Unused borrowing capacity

$  16

$ 673

$

689

Covenants (as specifically defined):

2Q-End, 2009

Debt/total capital

53.7

%

70

% Max

Interest coverage *

6.6

x

3.0

x  Min

* Best 4 out of 5 trailing quarters.   

16

Second Quarter, 2009 Financial Highlights

Expense related items

General & administrative expenses $18 million, down 14% vs.

year ago

Share-based compensation $17 million, up due to 119%
increase in stock price from 1Q-end

Effective tax rate for the year lowered from 46% to 39%

17

Second Quarter, 2009
Alternative Fuel Mixture Credit Update

Income from alternative fuel mixture tax credits $77 million for the
period March 20, 2009 through 2Q-end.

We are filing weekly for credits and received $66 million during 2Q,
2009.

Our position is that these credits are not taxable income but may be
subject to alternative minimum tax at a cash tax rate of 15%.

We are required under generally accepted accounting principles to
record these credits on an after-tax basis.

18

Our job is to be the best

19