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 21, 2010

(Date of earliest event reported)

TEMPLE-INLAND INC.

(Exact Name of Registrant as Specified in its Charter)

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

1300 MoPac Expressway South, 3rd Floor

Austin, Texas 78746

(Address of Principal Executive Offices, including Zip code)

(512) 434-5800

(Registrant's telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Item 2.02. Results of Operations and Financial Condition.

On April 21, 2010, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter ended April 3, 2010.  A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On April 21, 2010, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter ended April 3, 2010.  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 April 21, 2010, announcing the company’s earnings for the quarter ended April 3, 2010.
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on April 21, 2010, discussing the company’s earnings for the quarter ended April 3, 2010.

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 21, 2010	By:	/s/ Randall D. Levy
		Name:  Randall D. Levy
		Title:           Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description	Page
99.1	Press release issued by Temple-Inland Inc. on April 21, 2010, announcing the company’s earnings for the quarter ended April 3, 2010	4
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on April 21, 2010, discussing the company’s earnings for the quarter ended April 3, 2010	12

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EX-99.1

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris Mathis

(512) 434-3766

TEMPLE-INLAND INC. REPORTS FIRST QUARTER 2010 RESULTS

AUSTIN, TEXAS, April 21, 2010--Temple-Inland Inc. today reported a first quarter 2010 net loss of $4 million, or $0.04 per share, compared with fourth quarter 2009 net income of $38 million, or $0.34 per diluted share, and first quarter 2009 net income of $35 million, or $0.33 per diluted share.

First quarter 2010 net loss excluding special items was $1 million, or $0.01 per share, compared with fourth quarter 2009 net loss excluding special items of $7 million, or $0.07 per share, and first quarter 2009 net income excluding special items of $32 million, or $0.30 per diluted share.

	First Quarter		Fourth Quarter
	2010	2009		2009
Net income (loss) per share	($0.04)	$0.33		$0.34
Adjustment for special items	$0.03	($0.03)		($0.41)
Net income (loss) per share,      excluding special items	($0.01)	$0.30		($0.07)

Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “We executed well in the quarter despite challenging conditions due to the extreme weather and rising input costs.

“In Corrugated Packaging, we delivered solid operating results as cost improvements and rising volumes somewhat offset dramatically higher input costs in the quarter.  Our quarter-end inventories were at the lowest first quarter-ending levels since 2002.  We began implementing Box Plant Transformation II in the quarter and announced the closure of three converting facilities.

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 “In Building Products, we improved our operating results compared with fourth quarter 2009 and generated positive EBITDA.  Rising lumber prices were partially offset by higher fiber prices in the quarter.

“Looking ahead to the second quarter, we will benefit from improving box demand, higher prices, easing input costs and the box plant transformation in our Corrugated Packaging operation.  In Building Products, pricing and demand is improving for all our products, and we anticipate a return to profitability in the second quarter.”

Corrugated Packaging

	First Quarter		Fourth Quarter
	2010	2009		2009
Segment Operating Income ($ in Millions)	$46	$105		$57

Corrugated Packaging operating results for first quarter 2010 were $46 million. Earnings declined in first quarter 2010 compared with fourth quarter 2009 as higher input costs more than offset higher box volumes, lower converting costs, and higher box prices. Operating results declined in first quarter 2010 compared with first quarter 2009 as lower box prices and higher input costs more than offset lower converting costs, the benefits of the acquisition of the Newport, Indiana mill and higher box volumes.

Building Products

	First Quarter		Fourth Quarter
	2010	2009		2009
Segment Operating Income ($ in Millions)	($9)	($2)		($18)

Building Products operating results improved in first quarter 2010 compared with fourth quarter 2009 due to higher lumber prices and higher gypsum and particleboard volumes. Operating results declined in first quarter 2010 compared with first quarter 2009 as lower gypsum and particleboard prices and lower lumber volumes more than offset higher lumber prices.

Other

Special items for first quarter 2010 were a charge of $3 million, or $0.03 per share, after-tax including: (i) a charge of $7 million, or $0.07 per share, related to closing three converting facilities in connection with the second phase of Box Plant Transformation; (ii) a charge of $3 million, or $0.03 per share, due to enactment of the Patient Protection and Affordable Care Act;

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and (iii) a benefit of $7 million, or $0.07 per share, related to reversing reserves established in connection with alternative fuel mixture tax credits claimed in 2009.

Temple-Inland will host a conference call on April 21, 2010, at 9:30 am ET to discuss results of first quarter 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: 68016282.  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: 68016282.

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 62 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 abili ty to finance our operations; demand for new housing; accuracy of accounting assumptions related to impaired assets, pension and postretirement costs,  contingency reserves and income taxes; competitive actions by other companies; changes in laws or regulations; our ability to execute certain strategic and business improvement initiatives; the accuracy of certain judgments and estimates concerning the integration of acquired operations; and other factors, many of which are beyond our control. Except as required by law, we expressly disclaim any obligation to publically revise any forward-looking statements contained in this report to reflect the occurrence of events after the date of this report.

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

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TEMPLE-INLAND INC. AND SUBSIDIARIES

CONSOLIDATED EARNINGS AND SEGMENT RESULTS

(Preliminary and Unaudited)

		First Quarter
		2010			2009
	(in millions, except per share)
Revenues
Corrugated packaging	$	752		$	790
Building products		153			151
Total revenues	$	905		$	941
Income
Corrugated packaging	$	46		$	105
Building products		(9	)		(2	)
Total segment operating income		37			103
Items not included in segments:
General and administrative expense		(18	)		(17	)
Share-based and long-term incentive compensation		(6	)		(9	)
Other operating income (expense)		––			(4	)
Other non-operating income		––			10
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities		(3	)		2
Interest expense on debt		(13	)		(19	)
Income (loss) before taxes		(3	)		66
Income tax (expense) benefit		(2	)		(30	)
Net Income (loss)		(5	)		36
Net income attributable to noncontrolling interest of special purpose entities		1			(1	)
Net income (loss) attributable to Temple-Inland Inc.	$	(4	)	$	35
Average basic shares outstanding		107.7			106.7
Average diluted shares outstanding		109.2			106.7
Per share information
Basic earnings	$	(0.04	)	$	0.33
Diluted earnings (a)	$	(0.04	)	$	0.33
Dividends	$	0.11		$	0.10

  ____________

(a) Loss per share for 2010 is based on average basic shares outstanding due to our net loss.

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TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(Preliminary and Unaudited)

		First Quarter-End 2010	Year-End 2009
		(Dollars in millions)
ASSETS
Current Assets	$	1,038	$	992
Property and Equipment		1,575		1,595
Financial Assets of Special Purpose Entities		2,474		2,475
Goodwill		394		394
Other Assets		252		253
TOTAL ASSETS	$	5,733	$	5,709
LIABILITIES
Current Liabilities	$	442	$	471
Long-Term Debt		764		710
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140		2,140
Deferred Tax Liability		720		721
Liability for Pension Benefits		293		285
Liability for Postretirement Benefits		104		105
Other Long-Term Liabilities		388		391
TOTAL LIABILITIES		4,851		4,823
SHAREHOLDERS’ EQUITY
Temple-Inland Inc. Shareholders’ Equity		791		794
Noncontrolling Interest of Special Purpose Entities		91		92
TOTAL SHAREHOLDERS’ EQUITY		882		886
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,733	$	5,709

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TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	First			Fourth			Third			Second			First
	Quarter			Quarter			Quarter			Quarter			Quarter
	2010			2009			2009			2009			2009
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	52		$	125	(b)	$	160	(b)(d)	$	150	(b)(d)	$	114
Working capital		(51	)(a)		75	(c)		28			22			(34	)
		1			200			188			172			80
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(33	)		(49	)		(29	)		(33	)		(19	)
Other		(8	)		8			4			(7	)		(1	)
		(41	)		(41	)		(25	)		(40	)		(20	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(11	)		(11	)		(11	)		(11	)		(10	)
Net change in debt		54			(168	)		(151	)		(108	)		(40	)
Other		(11	)		13			11			(8	)		(26	)
		32			(166	)		(151	)		(127	)		(76	)
Effect of exchange rate changes on cash and cash equivalents		1			1			(1	)		2			(1	)
Net increase (decrease) in cash and cash equivalents		(7	)		(6	)		11			7			(17	)
Cash and cash equivalents at beginning of period		36			42			31			24			41
Cash and cash equivalents at end of period	$	29		$	36		$	42		$	31		$	24
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	48		$	49		$	50		$	50		$	51

_______  ____________

(a)	Includes alternative fuel mixture tax credits of $14 million that were accrued at year-end 2009.
(b)	Includes alternative fuel mixture tax credits, net of related costs and tax payments, of $54 million in fourth quarter 2009, $58 million in third quarter 2009, and $63 million in second quarter 2009.
(c)	Includes federal income tax refund of $58 million.
(d)	Includes voluntary, discretionary contribution to our defined benefit plan of $15 million in third and second quarter 2009.

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TEMPLE-INLAND INC. AND SUBSIDIARIES

REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS

 (Preliminary and Unaudited)

			First Quarter
			2010		2009
			(Dollars in millions)
Revenues
Corrugated packaging
Corrugated packaging		$	711	$	751
Paperboard (a)			41		39
Total corrugated packaging		$	752	$	790
Building products
Lumber		$	50	$	46
Gypsum wallboard			33		38
Particleboard			36		38
Medium density fiberboard			18		18
Fiberboard			7		3
Other			9		8
Total building products		$	153	$	151
	Unit Sales
	Corrugated packaging
	Corrugated packaging, thousands of tons		846		829
	Paperboard, thousands of tons (a)		91		89
	Total, thousands of tons		937		918
	Building products
	Lumber, mbf		158		188
	Gypsum wallboard, msf		306		283
	Particleboard, msf		107		107
	Medium density fiberboard, msf		35		34
	Fiberboard, msf		34		17

	_____________
(a)	Paperboard includes containerboard and light-weight gypsum facing paper.

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TEMPLE-INLAND INC. AND SUBSIDIARIES

CALCULATION OF NON-GAAP FINANCIAL MEASURES

 (Preliminary and Unaudited)

		First Quarter			First Quarter			Fourth Quarter
		2010			2009			2009
	(In millions, except per share)
NET INCOME (LOSS) EXCLUDING SPECIAL ITEMS
Net income (loss) in accordance with GAAP	$	(4	)	$	35		$	38
Special items, after-tax:
Alternative fuel mixture tax credits, net of costs		7			––			45
Facility closures and employment reductions		(7	)		(2	)		––
Gains related to purchase and retirement of long-term debt		––			6			––
Litigation and other		––			(1	)		––
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		(3	)		3			45
Net income (loss), excluding special items	$	(1	)	$	32		$	(7	)
Net income (loss), per share, in accordance with GAAP	$	(0.04	)	$	0.33		$	0.34
Special items, after-tax, per share:
Alternative fuel mixture tax credits, net of costs		0.07			––			0.41
Facility closures and employment reductions		(0.07	)		(0.02	)		––
Gains related to purchase and retirement of long-term debt		––			0.06			––
Litigation and other		––			(0.01	)		––
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		(0.03	)		0.03			0.41
Net income (loss) per share, excluding special items	$	(0.01	)	$	0.30		$	(0.07	)
Average basic shares outstanding		107.7			106.7			107.3
Average diluted shares outstanding		109.2			106.7			109.3

BUILDING PRODUCTS EBITDA
Segment operating loss in accordance with GAAP	$	(9	)	$	(2	)	$	(18	)
Depreciation and amortization		11			12			10
Building products EBITDA	$	2		$	10		$	(8	)

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EX-99.2

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Our job is to be the best

First Quarter 2010

13

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.

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Net income (loss) per share

Special items

Net income (loss) per shareexcluding
special items

Q1 2010	Q4 2009	Q1 2009
$(0.04)	$0.34	$0.33
0.03	(0.41)	(0.03)
$(0.01)	$(0.07)	$0.30

First Quarter 2010 Consolidated Results

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($ in Millions)

	Q1 2010	Q4 2009	Q1 2009
Revenues	$752	$715	$ 790
Costs and expenses	(706)	(658)	(685)
Segment operating income	$46	$57	$105

Corrugated Packaging Segment

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Q1 2010 vs. Q4 2009Q1 2010 vs. Q1 2009

Virgin FiberOCCEnergyChemicalsFreight

Key Input Cost Changes

17

TIN Average Box Price *

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

2009

Q1Q2Q3Q4Q1

2010

Corrugated Packaging Segment

18

Box Shipments

* Source: Fibre Box Association

2009

2010

Corrugated Packaging Segment

19

Downtime/Inventories

•Q1 2010 downtime

–36,000 tons maintenance related

•Inventories

–Lowest first quarter ending level since 2002

–Below practical minimum

•Q2 2010 maintenance downtime

–26,000 tons maintenance related primarily at Rome
and Ontario

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Looking Forward

•2nd Quarter

–Box demand improving

–Box pricing rising

–Input cost easing

–Box plant transformation working

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($ in Millions)

	Q1 2010	Q4 2009	Q1 2009
Revenues	$153	$130	$151
Costs and expenses	(162)	(148)	(153)
Segment operating income (loss)	$ (9)	$ (18)	$ (2)

Building Products Segment

22

Housing Starts

TIN EBITDA

2006

2007

2008

2009

2010

23

Lumber

Price

2009

2010

Q1Q2 Q3Q4Q1

Volume

2009

2010

Q1Q2Q3Q4Q1

Building Products Segment

24

Gypsum

Volume

2009

2010

Q1Q2Q3Q4Q1

Price

Q1Q2 Q3Q4Q1

2009

2010

Building Products Segment

25

Particleboard

Volume

2009

2010

Q1Q2Q3Q4Q1

Q1Q2 Q3Q4Q1

2009

2010

Building Products Segment

26

Looking Forward

•2nd Quarter

–Demand improving for all products

–Pricing improving for all products

–Return to profitability

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2010 First Quarter
Financial Highlights

•Cash provided by operations $1 million in first quarter

-Operations provided $52 million which covered cap ex and dividends

-Working capital used $51 million, up seasonally consistent with prior
years

•Balance sheet

-Long term debt $764 million at first quarter-end, up $54 million vs. year-
end 2009 due to seasonal working capital needs

•Liquidity

-Committed credit facilities $1,075 million

-Unused available borrowing capacity $836 million at first quarter-end

•Expense related items

-Interest expense $13 million in first quarter, down $6 million or 32% vs.
year ago

-General and administrative expenses $18 million in first quarter, consistent
with prior guidance

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Our job is to be the best