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 20, 2011

(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:

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 20, 2011, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter ended April 2, 2011.  A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On April 20, 2011, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter ended April 2, 2011.  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 20, 2011, announcing the company’s earnings for the quarter ended April 2, 2011.
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on April 20, 2011, discussing the company’s earnings for the quarter ended April 2, 2011.

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 20, 2011	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 20, 2011, announcing the company’s earnings for the quarter ended April 2, 2011.	4
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on April 20, 2011, discussing the company’s earnings for the quarter ended April 2, 2011.	12

3

EX-99.1

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris Mathis

(512) 434-3766

TEMPLE-INLAND REPORTS FIRST QUARTER 2011 RESULTS

AUSTIN, TEXAS, April 20, 2011--Temple-Inland Inc. today reported first quarter 2011 net income of $16 million, or $0.15 per diluted share, compared with fourth quarter 2010 net income of $27 million, or $0.24 per diluted share, and a first quarter 2010 net loss of $4 million, or $0.04 per share.

First quarter 2011 net income excluding special items was $24 million, or $0.22 per diluted share, compared with fourth quarter 2010 net income excluding special items of $35 million, or $0.31 per diluted share, and first quarter 2010 net loss excluding special items of $1 million, or $0.01 per share.

	First Quarter					Fourth Quarter
	2011		2010			2010
Net income (loss) per share	$	0.15	$	(0.04	)	$	0.24
Adjustment for special items	$	0.07	$	0.03		$	0.07
Net income (loss) per share,      excluding special items	$	0.22	$	(0.01	)	$	0.31

Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “Our employees executed well in the quarter and delivered strong operating results, despite challenging weather conditions and rising input costs.

“In Corrugated Packaging, first quarter operating income was $98 million, and our return on investment was 18.3%. Our mills performed well in the quarter. We continue to be pleased with our progress on Box Plant Transformation II.

“In Building Products, our operating results improved compared with fourth quarter 2010 and first quarter 2010 despite continued weakness in housing markets. We generated $4 million of EBITDA in the quarter.

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“Looking forward, in Corrugated Packaging, we are positioned to continue to generate returns well in excess of our cost of capital for the balance of the year. In Building Products, we remain committed to generating cash and returning to profitability as housing markets recover.”

Corrugated Packaging

	First Quarter				Fourth Quarter
	2011		2010		2010
Segment Operating Income ($ in Millions)	$	98	$	46	$	103

Corrugated Packaging operating results for first quarter 2011 were $98 million. Earnings declined modestly in first quarter 2011 compared with fourth quarter 2010 as higher input costs and challenging weather conditions more than offset higher box volumes and lower converting costs. Operating results more than doubled in first quarter 2011 compared with first quarter 2010 as higher box prices more than offset higher input costs.

Building Products

	First Quarter						Fourth Quarter
	2011			2010			2010
Segment Operating Loss ($ in Millions)	$	(6	)	$	(9	)	$	(15	)

Building Products operating results improved in first quarter 2011 compared with fourth quarter 2010 due to higher lumber prices and seasonally higher volumes for all products. Operating results improved in first quarter 2011 compared with first quarter 2010 as higher volumes and lower unit costs more than offset lower lumber prices.

Other

Special items for first quarter 2011 were an after-tax charge of $8 million, or $0.07 per diluted share, primarily related to Box Plant Transformation II.

Temple-Inland will host a conference call on April 20, 2011, at 9:30 am ET to discuss results of first quarter 2011.  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: 58219860.  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: 58219860.

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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 59 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 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
		2011			2010
	(in millions, except per share)
Revenues
Corrugated packaging		$	821		$	752
Building products			174			153
Total revenues		$	995		$	905
Income
Corrugated packaging		$	98		$	46
Building products			(6	)		(9	)
Total segment operating income			92			37
Items not included in segments:
General and administrative expense			(17	)		(18	)
Share-based and long-term incentive compensation			(19	)		(6	)
Other operating income (expense)			(9	)		––
Other non-operating income (expense)			(4	)		––
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities			(5	)		(3	)
Interest expense on debt			(12	)		(13	)
Income (loss) before taxes			26			(3	)
Income tax expense			(11	)		(2	)
Net income (loss)			15			(5	)
Net loss attributable to noncontrolling interest of special purpose entities			1			1
Net income (loss) attributable to Temple-Inland Inc.		$	16		$	(4	)
Average basic shares outstanding			108.3			107.7
Average diluted shares outstanding			110.3			109.2
Per share information
Basic earnings		$	0.15		$	(0.04	)
Diluted earnings (a)		$	0.15		$	(0.04	)
Dividends		$	0.13		$	0.11

  ____________

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

7

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(Preliminary and Unaudited)

	First Quarter-End 2011		Year-End 2010
	(Dollars in millions)
ASSETS
Current Assets	$	1,157	$	1,136
Property and Equipment		1,643		1,627
Financial Assets of Special Purpose Entities		2,474		2,475
Goodwill		394		394
Other Assets		274		277
TOTAL ASSETS	$	5,942	$	5,909
LIABILITIES
Current Liabilities	$	475	$	508
Long-Term Debt		761		718
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140		2,140
Deferred Tax Liability		719		700
Liability for Pension Benefits		315		308
Liability for Postretirement Benefits		110		110
Other Long-Term Liabilities		384		404
TOTAL LIABILITIES		4,904		4,888
SHAREHOLDERS’ EQUITY
Temple-Inland Inc. Shareholders’ Equity		947		929
Noncontrolling Interest of Special Purpose Entities		91		92
TOTAL SHAREHOLDERS’ EQUITY		1,038		1,021
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,942	$	5,909

8

TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	First			Fourth			Third			Second			First
	Quarter			Quarter			Quarter			Quarter			Quarter
	2011			2010			2010			2010			2010
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	93		$	93		$	114	(a)	$	75	(a)	$	52
Working capital		(58	)		(36	)		(5	)		18			(51	) (b)
		35			57			109			93			1
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(62	)		(89	)		(59	)		(52	)		(33	)
Other		(13	)		9			2			8			(8	)
		(75	)		(80	)		(57	)		(44	)		(41	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(14	)		(12	)		(12	)		(12	)		(11	)
Net change in debt		39			7			(36	)		(19	)		54
Other		10			4			––			1			(11	)
		35			(1	)		(48	)		(30	)		32
Effect of exchange rate changes on cash and cash equivalents		1			––			––			––			1
Net increase (decrease) in cash and cash equivalents		(4	)		(24	)		4			19			(7	)
Cash and cash equivalents at beginning of period		28			52			48			29			36
Cash and cash equivalents at end of period	$	24		$	28		$	52		$	48		$	29
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	48		$	48		$	49		$	48		$	48

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

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TEMPLE-INLAND INC. AND SUBSIDIARIES

REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS

 (Preliminary and Unaudited)

	First Quarter
	2011		2010
	(Dollars in millions)
Revenues
Corrugated packaging
Corrugated packaging	$	772	$	711
Paperboard (a)		49		41
Total corrugated packaging	$	821	$	752
Building products
Lumber	$	59	$	50
Gypsum wallboard		38		33
Particleboard		41		36
Medium density fiberboard		20		18
Fiberboard		6		7
Other		10		9
Total building products	$	174	$	153

Unit Sales
Corrugated packaging
Corrugated packaging, thousands of tons	840	846
Paperboard, thousands of tons (a)	94	91
Total, thousands of tons	934	937
Building products
Lumber, mbf	207	158
Gypsum wallboard, msf	328	306
Particleboard, msf	119	107
Medium density fiberboard, msf	35	35
Fiberboard, msf	31	34

	_____________
(a)	Paperboard includes linerboard, corrugating medium, white-top linerboard, and light-weight gypsum facing paper.

10

TEMPLE-INLAND INC. AND SUBSIDIARIES

CALCULATION OF NON-GAAP FINANCIAL MEASURES

 (Preliminary and Unaudited)

	First Quarter			First Quarter			Fourth Quarter
	2011			2010			2010
	($ in millions, except per share)
NET INCOME (LOSS) EXCLUDING SPECIAL ITEMS
Net income (loss) in accordance with GAAP	$	16		$	(4	)	$	27
Special items, after-tax:
Costs and asset impairments primarily related to box plant transformation		(6	)		(7	)		(7	)
Gain (loss) on purchase and retirement of long-term debt		(2	)		––			(1	)
Alternative fuel mixture tax credits, net of costs		––			7			––
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		(8	)		(3	)		(8	)
Net income (loss), excluding special items	$	24		$	(1	)	$	35
Net income (loss), per share, in accordance with GAAP	$	0.15		$	(0.04	)	$	0.24
Special items, after-tax, per share:
Costs and asset impairments primarily related to box plant transformation		(0.05	)		(0.07	)		(0.06	)
Gain (loss) on purchase and retirement of long-term debt		(0.02	)		––			(0.01	)
Alternative fuel mixture tax credits, net of costs		––			0.07			––
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		(0.07	)		(0.03	)		(0.07	)
Net income (loss) per share, excluding special items	$	0.22		$	(0.01	)	$	0.31
Average basic shares outstanding		108.3			107.7			108.0
Average diluted shares outstanding		110.3			109.2			109.7

BUILDING PRODUCTS EBITDA
Segment operating loss in accordance with GAAP	$	(6	)
Depreciation and amortization		10
Building products EBITDA	$	4
CORRUGATED PACKAGING RETURN ON INVESTMENT
Return:
Segment operating income determined in accordance with U.S. GAAP	$	98
Investment:
Beginning of year total assets or segment assets determined in  accordance with U.S. GAAP	$	2,475
Adjustments:
Current liabilities		(330	)
	$	2,145
ROI, Annualized		18.3	%

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EX-99.2

1

Our job is to be the best

First Quarter 2011

2

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.

3

First Quarter 2011 Consolidated Results

Net income (loss) per share

Special items

Net income (loss) per share excluding
special items

•Q1 2011 Special items - $0.07 after-tax charge primarily related to Box Plant
Transformation II

Q1 2011	Q4 2010	Q1 2010
$0.15	$0.24	$(0.04)
0.07	0.07	0.03
$0.22	$0.31	$(0.01)

4

Corrugated Packaging Segment

($ in Millions)

	Q1 2011	Q4 2010	Q1 2010
Revenues	$821	$806	$752
Costs and expenses	(723)	(703)	(706)
Segment operating income	$ 98	$103	$46

•Q1 2011 ROI - 18.3%

•Solid mill and box plant performance

•Challenging weather conditions; higher input costs

5

Key Input Cost Changes

Q1 2011 vs. Q4 2010Q1 2011 vs. Q1 2010

Virgin FiberOCCEnergyChemicalsFreight

6

Corrugated Packaging Segment

TIN Average Box Price *

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

2010

Q1Q2Q3Q4Q1

2011

7

Corrugated Packaging Segment

Box Shipments

* Source: Fibre Box Association

2010

2011

8

Corrugated Packaging Segment

First Quarter 2011

•23,000 tons maintenance-related downtime

•20,000 tons reduced mill output to match our supply
with our demand

Corrugated Packaging Segment

9

Second Quarter 2011

•Box shipments gaining momentum

•Two less shipping days in second quarter 2011
compared with first quarter 2011

•Cost pressures

•27,000 tons planned maintenance downtime

10

Building Products Segment

($ in Millions)

	Q1 2011	Q4 2010	Q1 2010
Revenues	$174	$146	$153
Costs and expenses	(180)	(161)	(162)
Segment operating income (loss)	$ (6)	$( 15)	$(9)

11

Building Products Segment

Lumber

Price

2010

2011

Q1Q2 Q3Q4Q1

Volume

2010

2011

Q1Q2Q3Q4Q1

12

Building Products Segment

Gypsum

Volume

2010

2011

Q1Q2Q3Q4Q1

Price

Q1Q2 Q3Q4Q1

2010

2011

13

Particleboard

Volume

Building Products Segment

2010

2011

Q1Q2Q3Q4Q1

Q1Q2 Q3Q4Q1

2010

2011

14

14

Building Products EBITDA Trends

Housing Starts

TIN EBITDA

2006

2007

2008

2009

2010

2011

15

2011 First Quarter Financial Highlights

•Cash provided by operations $35 million in first quarter

–Operations provided $93 million, flat vs. 4Q 2010 and up $41 million vs. a
year ago

–Working capital was a use of $58 million, up seasonally consistent with
prior years

•Balance sheet

–Long term debt $761 million at first quarter-end, up $43 million vs. year-
end 2010 due to seasonal working capital needs

•Liquidity remains strong

•Unallocated expenses and interest expense in-line with prior guidance

16

Our job is to be the best