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 27, 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 July 27, 2010, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter ended July 3, 2010.  A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On July 27, 2010, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter ended July 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 July 27, 2010, announcing the company’s earnings for the quarter ended July 3, 2010.
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on July 27, 2010, discussing the company’s earnings for the quarter ended July 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: July 27, 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 July 27, 2010, announcing the company’s earnings for the quarter ended July 3, 2010	4
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on July 27, 2010, discussing the company’s earnings for the quarter ended July 3, 2010	13

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EX-99.1

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris Mathis

(512) 434-3766

TEMPLE-INLAND INC. REPORTS SECOND QUARTER 2010 RESULTS

AUSTIN, TEXAS, July 27, 2010--Temple-Inland Inc. today reported second quarter 2010 net income of $20 million, or $0.18 per diluted share, compared with a first quarter 2010 net loss of $4 million, or $0.04 per diluted share, and second quarter 2009 net income of $66 million, or $0.61 per diluted share.  Second quarter 2010 net income excluding special items was $21 million, or $0.19 per diluted share.

	Second Quarter		First Quarter
	2010	2009		2010
Net income per share	$0.18	$0.61		($0.04)
Adjustment for special items	$0.01	($0.37)		$0.03
Net income per share,      excluding special items	$0.19	$0.24		($0.01)

Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “In Corrugated Packaging, we realized the benefit of the January linerboard price increase in the quarter.  However, the price increase benefit was partially offset by extended and unanticipated mill outages and unprecedented low inventory levels that negatively affected our financial performance in the quarter by approximately $20 million.

“An extended maintenance outage at our Rome, Georgia, mill and unscheduled outages of almost a week at our Maysville, Kentucky, and Newport, Indiana, mills due to third party utility interruptions negatively affected earnings in the quarter by approximately $11 million.  The outages also affected inventories, which are at unprecedented low levels and well below our practical minimum.  As a result, we were forced to make unscheduled outside purchases of

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containerboard and incur additional freight costs, negatively affecting earnings by an additional $9 million in the quarter.

“In Building Products, we returned to solid profitability in the quarter.  In addition to higher prices, we benefited from our low cost structure.  Results in this quarter provide insight into the earnings potential in this business.

“Looking ahead, we are positioned for a strong second half of the year in Corrugated Packaging as we will benefit from higher prices, box plant transformation and less mill maintenance downtime.  Housing markets remain challenging, but we are well positioned in our Building Products business.”

Corrugated Packaging

	Second Quarter		First Quarter
	2010	2009		2010
Segment Operating Income (Millions)	$63	$91		$46

Earnings improved in second quarter 2010 compared with first quarter 2010 primarily due to higher prices which were partially offset by increased downtime and related costs. Operating income declined in second quarter 2010 compared with second quarter 2009 due primarily to higher input costs.

Building Products

	Second Quarter		First Quarter
	2010	2009		2010
Segment Operating Income (Millions)	$15	($3)		($9)

Building Products operating results improved in second quarter 2010 compared with first quarter 2010 due to higher prices and volumes for all our products.  Operating results improved in second quarter 2010 compared with second quarter 2009 due to higher lumber prices and higher volume for all our products.

Other

Special items in the quarter were primarily an after-tax charge of $1 million related to facility closures in connection with Box Plant Transformation II.

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Temple-Inland will host a conference call on July 27, 2010, at 10:00 am ET to discuss results of second 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: 80872111.  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: 80872111.

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 60 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; demand for new housing; accuracy of accounting assumptions related to im paired assets, pension and postretirement costs,  contingency reserves and income taxes; competitive actions by other companies; changes in laws or regulations; our ability to execute certain strategic and business improvement initiatives; the accuracy of certain judgments and estimates concerning the integration of acquired operations; and other factors, many of which are beyond our control. Except as required by law, we expressly disclaim any obligation to publicly 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)

		Second Quarter						First Six Months
		2010			2009			2010			2009
		(In millions, except per share)
Revenues
Corrugated packaging	$	786		$	762		$	1,538		$	1,552
Building products		190			144			343			295
Total revenues	$	976		$	906		$	1,881		$	1,847
Income
Corrugated packaging	$	63		$	91		$	109		$	196
Building products		15			(3	)		6			(5	)
Total segment operating income		78			88			115			191
Items not included in segments:
General and administrative expense		(19	)		(18	)		(37	)		(35	)
Share-based and long-term incentive compensation		(8	)		(17	)		(14	)		(26	)
Other operating income (expense)		(2	)		75			(2	)		71
Other non-operating income (expense)		––			(9	)		––			1
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities		(4	)		(1	)		(7	)		1
Interest expense on debt		(13	)		(17	)		(26	)		(36	)
Income before taxes		32			101			29			167
Income tax expense		(12	)		(35	)		(14	)		(65	)
Net income		20			66			15			102
Net (income) loss attributable to noncontrolling interest of special purpose entities		––			––			1			(1	)
Net income attributable to Temple-Inland Inc.	$	20		$	66		$	16		$	101
Average basic shares outstanding		107.9			106.7			107.8			106.7
Average diluted shares outstanding		109.7			107.8			109.5			107.2
Per share information:
Basic earnings	$	0.19		$	0.62		$	0.15		$	0.95
Diluted earnings	$	0.18		$	0.61		$	0.15		$	0.94
Dividends	$	0.11		$	0.10		$	0.22		$	0.20

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TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(Preliminary and Unaudited)

		Second Quarter-End  2010		Year-End 2009
		(Dollars in millions)
ASSETS
Current Assets	$	1,060	$		992
Property and Equipment		1,579			1,595
Financial Assets of Special Purpose Entities		2,474			2,475
Goodwill		394			394
Other Assets		254			253
TOTAL ASSETS	$	5,761	$		5,709
LIABILITIES
Current Liabilities	$	480	$		471
Long-Term Debt		745			710
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140			2,140
Deferred Tax Liability		730			721
Liability for Pension Benefits		284			285
Liability for Postretirement Benefits		103			105
Other Long-Term Liabilities		379			391
TOTAL LIABILITIES		4,861			4,823
SHAREHOLDERS’ EQUITY
Temple-Inland Inc. Shareholders’ Equity		809			794
Noncontrolling Interest of Special Purpose Entities		91			92
TOTAL SHAREHOLDERS’ EQUITY		900			886
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,761	$		5,709

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TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	Second Quarter						First Six Months
	2010			2009			2010			2009
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	75	(a)	$	150	(a) (b)	$	127	(a)	$	264	(a) (b)
Working capital		18			22			(33	)(c)		(12	)
		93			172			94			252
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(52	)		(33	)		(85	)		(52	)
Other		8			(7	)		––			(8	)
		(44	)		(40	)		(85	)		(60	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(12	)		(11	)		(23	)		(21	)
Net change in debt		(19	)		(108	)		35			(148	)
Other		1			(8	)		(10	)		(34	)
		(30	)		(127	)		2			(203	)
Effect of exchange rate changes on cash and cash equivalents		––			2			1			1
Net increase (decrease) in cash and cash equivalents		19			7			12			(10	)
Cash and cash equivalents at beginning of period		29			24			36			41
Cash and cash equivalents at end of period	$	48		$	31		$	48		$	31
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	48		$	50		$	96		$	101

____________

(a)	Includes $15 million of voluntary, discretionary contributions to our defined benefit plan in second quarter and first six months 2010 and 2009.
(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 $14 million of alternative fuel mixture credits that were accrued at year-end 2009.

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TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	Second			First			Fourth			Third			Second
	Quarter			Quarter			Quarter			Quarter			Quarter
	2010			2010			2009			2009			2009
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	75	(a)	$	52		$	125	(c)	$	160	(a) (c)	$	150	(a) (c)
Working capital		18			(51	) (b)		75	(d)		28			22
		93			1			200			188			172
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(52	)		(33	)		(49	)		(29	)		(33	)
Other		8			(8	)		8			4			(7	)
		(44	)		(41	)		(41	)		(25	)		(40	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(12	)		(11	)		(11	)		(11	)		(11	)
Net change in debt		(19	)		54			(168	)		(151	)		(108	)
Other		1			(11	)		13			11			(8	)
		(30	)		32			(166	)		(151	)		(127	)
Effect of exchange rate changes on cash and cash equivalents		––			1			1			(1	)		2
Net increase (decrease) in cash and cash equivalents		19			(7	)		(6	)		11			7
Cash and cash equivalents at beginning of period		29			36			42			31			24
Cash and cash equivalents at end of period	$	48		$	29		$	36		$	42		$	31
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	48		$	48		$	49		$	50		$	50

____________

(a)	Includes $15 million of voluntary, discretionary contribution to our defined benefit plan in second quarter 2010, third and second quarter 2009.
(b)	Includes $14 million alternative fuel mixture tax credits that were accrued at year-end 2009.
(c)	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.
(d)	Includes a $58 million federal income tax refund.

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TEMPLE-INLAND INC. AND SUBSIDIARIES

REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS

 (Preliminary and Unaudited)

		Second Quarter				First Six Months
		2010		2009		2010		2009
Revenues		(Dollars in millions)
Corrugated packaging
Corrugated packaging	$	738	$	727	$	1,449	$	1,478
Paperboard (a)		48		35		89		74
Total corrugated packaging	$	786	$	762	$	1,538	$	1,552
Building products
Lumber	$	71	$	45	$	121	$	91
Gypsum wallboard		40		33		73		71
Particleboard		38		35		74		73
Medium density fiberboard		21		15		39		33
Fiberboard		9		7		16		10
Other		11		9		20		17
Total building products	$	190	$	144	$	343	$	295

Unit Sales
Corrugated packaging
Corrugated packaging, thousands of tons	838	836	1,684	1,665
Paperboard, thousands of tons (a)	95	86	186	175
Total, thousands of tons	933	922	1,870	1,840
Building products
Lumber, mbf	205	184	363	372
Gypsum wallboard, msf	326	259	632	542
Particleboard, msf	110	99	217	206
Medium density fiberboard, msf	36	31	71	65
Fiberboard, msf	45	37	79	54

____________

(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)

		Second Quarter						First Quarter			First Six Months
		2010			2009			2010			2010			2009
		(In millions, except per share)
NET INCOME (LOSS) EXCLUDING SPECIAL ITEMS
Net income (loss) in accordance with GAAP	$	20		$	66		$	(4	)	$	16		$	101
Special items, after-tax:
Alternative fuel mixture tax credits, net of costs		––			47			7			7			47
Facility closures and headcount reductions		(1	)		(1	)		(7	)		(8	)		(3	)
Litigation and other		––			––			––			––			(1	)
Substitution costs		––			(11	)		––			––			(11	)
Gain (loss) on purchase and retirement of debt		––			5			––			––			11
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	)		(3	)		––
Total special items, after-tax		(1	)		40			(3	)		(4	)		43
Net income (loss), excluding special items	$	21		$	26		$	(1	)	$	20		$	58
Net income (loss), per share, in accordance with GAAP	$	0.18		$	0.61		$	(0.04	)	$	0.15		$	0.94
Special items, after-tax, per share:
Alternative fuel mixture tax credits, net of costs		––			0.43			0.07			0.07			0.43
Facility closures and headcount reductions		(0.01	)		(0.01	)		(0.07	)		(0.08	)		(0.03	)
Litigation and other		––			––			––			––			(0.01	)
Substitution costs		––			(0.10	)		––			––			(0.10	)
Gain (loss) on purchase and retirement of debt		––			0.05			––			––			0.11
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	)		(0.03	)		––
Total special items, after-tax		(0.01	)		0.37			(0.03	)		(0.04	)		0.40
Net income (loss), per share, excluding special items	$	0.19		$	0.24		$	(0.01	)	$	0.19		$	0.54
Average basic shares outstanding		107.9			106.7			107.7			107.8			106.7
Average diluted shares outstanding		109.7			107.8			109.2			109.5			107.2
Building products EBITDA
Segment operating income (loss) determined in  accordance with GAAP	$	15		$	(3	)	$	(9	)	$	6		$	(5	)
Depreciation and amortization		10			11			11			21			23
Building products EBITDA	$	25		$	8		$	2		$	27		$	18

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EX-99.2

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Our job is to be the best

Second Quarter 2010

14

This presentation contains “forward-looking statements” within the meaning of the federal
securities laws. These statements reflect management’s current views with respect to future
events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties
could cause our actual results to differ significantly from the results discussed in the forward-
looking statements. Factors and uncertainties that might cause such differences include, but are
not limited to: general economic, market, or business conditions; the opportunities (or lack
thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses
including the costs of raw materials, purchased energy, and freight; changes in interest rates;
demand for new housing; accuracy of accounting assumptions related to impaired assets,
pension and postretirement costs, contingency reserves and income taxes; competitive actions by
other companies; changes in laws or regulations; our ability to execute certain strategic and
business improvement initiatives; the accuracy of certain judgments and estimates concerning the
integration of acquired operations; and other factors, many of which are beyond our control.
Except as required by law, we expressly disclaim any obligation to publicly revise any forward-
looking statements contained in this presentation to reflect the occurrence of events after the date
of this presentation.

This presentation includes non-GAAP financial measures.The required reconciliations to
GAAP financial measures are included on our website, www.templeinland.com.

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Second Quarter 2010 Consolidated Results

Net income (loss) per share

Special items

Net income (loss) per share excluding
special items

Q2 2010	Q1 2010	Q2 2009
$0.18	$(0.04)	$0.61
0.01	0.03	(0.37)
$0.19	$(0.01)	$0.24

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Corrugated Packaging Segment

($ in Millions)

	Q2 2010	Q1 2010	Q2 2009
Revenues	$786	$752	$ 762
Costs and expenses	(723)	(706)	(671)
Segment operating income	$63	$46	$91

•Extended/Unanticipated Outages$11

•Low Inventory/Supply Chain9

$20

17

Outages/Inventories

•Outages - $11 million

–Rome extended outage

–Maysville and Newport unscheduled outages

•Inventory/Supply Chain - $9 million

–Well below practical minimum

–Outside purchases, freight, waste

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Key Input Cost Changes

Q2 2010 vs. Q1 2010Q2 2010 vs. Q2 2009

Virgin FiberOCCEnergyChemicalsFreight

19

Corrugated Packaging Segment

TIN Average Box Price *

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

2009

Q2Q3Q4Q1Q2

2010

20

Corrugated Packaging Segment

Box Shipments

* Source: Fibre Box Association

2009

2010

21

Looking Forward

•3rd Quarter

–Higher prices

–Box Plant Transformation

–Less maintenance downtime

–Lower seasonal volume

22

Building Products Segment

($ in Millions)

	Q2 2010	Q1 2010	Q2 2009
Revenues	$190	$153	$144
Costs and expenses	(175)	(162)	(147)
Segment operating income (loss)	$15	$ (9)	$ (3)

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Housing Starts

TIN EBITDA

2006

2007

2008

2009

2010

24

Building Products Segment

Lumber

Price

2009

2010

Q2Q3Q4Q1Q2

Volume

2009

2010

Q2Q3Q4Q1Q2

25

Building Products Segment

Gypsum

Volume

2009

2010

Q2Q3Q4Q1Q2

Price

Q2Q3 Q4Q1Q2

2009

2010

26

Particleboard

Volume

Building Products Segment

2009

2010

Q2Q3Q4Q1Q2

Q2Q3 Q4Q1Q2

2009

2010

27

2010 Second Quarter
Financial Highlights

•Cash provided by operations $93 million in second quarter

–Operations provided $75 million

–Working capital was a source of $18 million

•Balance sheet

–Long term debt $745 million at second quarter-end, down $19 million from
first quarter-end

•Liquidity

–New $600 million, 4-year revolving credit facility completed during second
quarter

–Committed credit facilities $925 million at quarter-end

–Unused available borrowing capacity $718 million at quarter-end

•Expense related items

–Interest expense $13 million in second quarter, down $4 million or 24%
vs. year ago

–General and administrative expenses $19 million in second quarter,
consistent with prior guidance

•Cellulosic Biofuel

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Our job is to be the best