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: October 20, 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 October 20, 2010, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter ended October 2, 2010.  A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On October 20, 2010, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter ended October 2, 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 October 20, 2010, announcing the company’s earnings for the quarter ended October 2, 2010.
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on October 20, 2010, discussing the company’s earnings for the quarter ended October 2, 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: October 20, 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 October 20, 2010, announcing the company’s earnings for the quarter ended October 2, 2010	4
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on October 20, 2010, discussing the company’s earnings for the quarter ended October 2, 2010	14

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EX-99.1

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris Mathis

(512) 434-3766

TEMPLE-INLAND INC. REPORTS THIRD QUARTER 2010 RESULTS

AUSTIN, TEXAS, October 20, 2010--Temple-Inland Inc. today reported third quarter 2010 net income of $125 million, or $1.13 per diluted share, compared with second quarter 2010 net income of $20 million, or $0.18 per diluted share, and third quarter 2009 net income of $67 million, or $0.61 per diluted share.  Third quarter 2010 net income excluding special items was $45 million, or $0.41 per diluted share.

	Third  Quarter		Second Quarter
	2010	2009		2010
Net income per share	$1.13	$0.61		$0.18
Adjustment for special items	($0.72)	($0.37)		$0.01
Net income per share,      excluding special items	$0.41	$0.24		$0.19

Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “We executed well in the quarter and delivered strong operating results, return on investment, and cash flow from operations.

“In Corrugated Packaging, we had record operating income of $121 million and generated a return on investment of 24%.  Our mills ran exceptionally well, and we are pleased with our continued progress on Box Plant Transformation II. We also benefited from higher box prices, lower input costs and less mill maintenance downtime in the quarter.

“In Building Products, housing markets deteriorated in the quarter, and pricing was lower for all of our products, including a 26% decline in lumber prices. Through the first nine months of 2010, we have generated $27 million of EBITDA.

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“Looking ahead, we are positioned for another solid quarter in Corrugated Packaging. In Building Products, we remain focused on lowering costs and generating cash in these challenging markets.”

Corrugated Packaging

	Third Quarter			Second Quarter
		(Dollars in millions)
	2010		2009		2010
Segment Operating Income	$121		$94		$63

Corrugated Packaging segment operating income for third quarter 2010 was a record $121 million. Operating income improved in third quarter 2010 compared with second quarter 2010 primarily due to higher box prices, lower input costs and less mill maintenance downtime, partially offset by seasonally lower box volumes. Operating income improved in third quarter 2010 compared with third quarter 2009 primarily due to higher box prices and benefits from box plant transformation, partially offset by higher input costs.

Building Products

	Third Quarter			Second Quarter
		(Dollars in millions)
	2010		2009		2010
Segment Operating Income (Loss)	($10)		($4)		$15

Building Products segment operating results declined in third quarter 2010 compared with second quarter 2010 due to lower pricing for all products. Operating results declined in third quarter 2010 compared with third quarter 2009 due to lower lumber and particleboard prices and higher input costs.

Other

Special items for third quarter 2010 after-tax were $80 million, or $0.72 per share, including: (i) a tax benefit of $83 million, or $0.75 per share, related to the cellulosic biofuel producer credit; and (ii) a charge of $3 million, or $0.03 per share, primarily related to Box Plant Transformation II.

Temple-Inland will host a conference call on October 20, 2010 at 9:30 a.m. Eastern Time to discuss results for third 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: 16661238.  Those wishing to access the call from

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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: 16661238.

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.

6

TEMPLE-INLAND INC. AND SUBSIDIARIES

CONSOLIDATED EARNINGS AND SEGMENT RESULTS

(Preliminary and Unaudited)

		Third Quarter						First Nine Months
		2010			2009			2010			2009
		(In millions, except per share)
Revenues
Corrugated packaging	$	809		$	734		$	2,347		$	2,286
Building products		157			151			500			446
Total revenues	$	966		$	885		$	2,847		$	2,732
Income
Corrugated packaging	$	121		$	94		$	230		$	290
Building products		(10	)		(4	)		(4	)		(9	)
Total segment operating income		111			90			226			281
Items not included in segments:
General and administrative expense		(17	)		(18	)		(54	)		(53	)
Share-based and long-term incentive compensation		(6	)		(13	)		(20	)		(39	)
Other operating income (expense)		(5	)		68			(7	)		139
Other non-operating expense		––			(3	)		––			(2	)
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities		(3	)		(1	)		(10	)		––
Interest expense on debt		(13	)		(14	)		(39	)		(50	)
Income before taxes		67			109			96			276
Income tax benefit (expense)		59			(42	)		45			(107	)
Net income		126			67			141			169
Net (income) loss attributable to noncontrolling interest of special purpose entities		(1	)		––			––			(1	)
Net income attributable to Temple-Inland Inc.	$	125		$	67		$	141		$	168
Average basic shares outstanding		107.9			106.9			107.8			106.8
Average diluted shares outstanding		109.4			108.6			109.5			107.7
Per share information:
Basic earnings	$	1.15		$	0.62		$	1.30		$	1.56
Diluted earnings	$	1.13		$	0.61		$	1.28		$	1.55
Dividends	$	0.11		$	0.10		$	0.33		$	0.30

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TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(Preliminary and Unaudited)

		Third Quarter-End  2010		Year-End 2009
		(Dollars in millions)
ASSETS
Current Assets	$	1,140	$		992
Property and Equipment		1,590			1,595
Financial Assets of Special Purpose Entities		2,475			2,475
Goodwill		394			394
Other Assets		280			253
TOTAL ASSETS	$	5,879	$		5,709
LIABILITIES
Current Liabilities	$	503	$		471
Long-Term Debt		709			710
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140			2,140
Deferred Tax Liability		723			721
Liability for Pension Benefits		275			285
Liability for Postretirement Benefits		103			105
Other Long-Term Liabilities		404			391
TOTAL LIABILITIES		4,857			4,823
SHAREHOLDERS’ EQUITY
Temple-Inland Inc. Shareholders’ Equity		930			794
Noncontrolling Interest of Special Purpose Entities		92			92
TOTAL SHAREHOLDERS’ EQUITY		1,022			886
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,879	$		5,709

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TEMPLE-INLAND INC. AND SUBSIDIARIES

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Preliminary and Unaudited)

	Third Quarter						First Nine Months
	2010			2009			2010			2009
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	114	(a)	$	160	(a) (b)	$	241	(a)	$	424	(a) (b)
Working capital		(5	)		28			(38	)(c)		16
		109			188			203			440
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(59	)		(29	)		(144	)		(81	)
Other		2			4			2			(4	)
		(57	)		(25	)		(142	)		(85	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(12	)		(11	)		(35	)		(32	)
Net change in debt		(36	)		(151	)		(1	)		(299	)
Other		––			11			(10	)		(23	)
		(48	)		(151	)		(46	)		(354	)
Effect of exchange rate changes on cash and cash equivalents		––			(1	)		1			––
Net increase in cash and cash equivalents		4			11			16			1
Cash and cash equivalents at beginning of period		48			31			36			41
Cash and cash equivalents at end of period	$	52		$	42		$	52		$	42
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	49		$	50		$	145		$	151

_____________

(a)	Includes $15 million of voluntary, discretionary contributions to our defined benefit plan in third quarter 2010 and 2009, and $30 million in first nine months 2010 and 2009.
(b)	Includes $58 million and $121 million of alternative fuel mixture credits, net of related costs and tax payments, in third quarter 2009 and first nine 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)

	Third			Second			First			Fourth			Third
	Quarter			Quarter			Quarter			Quarter			Quarter
	2010			2010			2010			2009			2009
	(In millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations	$	114	(a)	$	75	(a)	$	52		$	125	(c)	$	160	(a) (c)
Working capital		(5	)		18			(51	) (b)		75	(d)		28
		109			93			1			200			188
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(59	)		(52	)		(33	)		(49	)		(29	)
Other		2			8			(8	)		8			4
		(57	)		(44	)		(41	)		(41	)		(25	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(12	)		(12	)		(11	)		(11	)		(11	)
Net change in debt		(36	)		(19	)		54			(168	)		(151	)
Other		––			1			(11	)		13			11
		(48	)		(30	)		32			(166	)		(151	)
Effect of exchange rate changes on cash and cash equivalents		––			––			1			1			(1	)
Net increase (decrease) in cash and cash equivalents		4			19			(7	)		(6	)		11
Cash and cash equivalents at beginning of period		48			29			36			42			31
Cash and cash equivalents at end of period	$	52		$	48		$	29		$	36		$	42
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	49		$	48		$	48		$	49		$	50

_____________

(a)	Includes $15 million of voluntary, discretionary contribution to our defined benefit plan in third and second quarter 2010, and third quarter 2009.
(b)	Includes $14 million alternative fuel mixture credits that were accrued at year-end 2009.
(c)	Includes $54 million and $58 million of alternative fuel mixture credits, net of related costs and tax payments, in fourth quarter 2009, and third quarter 2009.
(d)	Includes a $58 million federal income tax refund.

10

TEMPLE-INLAND INC. AND SUBSIDIARIES

REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS

 (Preliminary and Unaudited)

		Third Quarter				First Nine Months
		2010		2009		2010		2009
Revenues		(Dollars in millions)
Corrugated packaging
Corrugated packaging	$	746	$	699	$	2,195	$	2,177
Paperboard (a)		63		35		152		109
Total corrugated packaging	$	809	$	734	$	2,347	$	2,286
Building products
Lumber	$	51	$	48	$	172	$	139
Gypsum wallboard		42		38		115		109
Particleboard		30		35		104		108
Medium density fiberboard		17		16		56		49
Fiberboard		7		8		23		18
Other		10		6		30		23
Total building products	$	157	$	151	$	500	$	446

Unit Sales
Corrugated packaging
Corrugated packaging, thousands of tons	815	825	2,499	2,490
Paperboard, thousands of tons (a)	120	89	306	264
Total, thousands of tons	935	914	2,805	2,754
Building products
Lumber, mbf	197	183	560	555
Gypsum wallboard, msf	347	328	979	870
Particleboard, msf	89	103	306	309
Medium density fiberboard, msf	30	31	101	96
Fiberboard, msf	37	41	116	95

____________

(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)

		Third Quarter						Second Quarter			First Nine Months
		2010			2009			2010			2010			2009
		(In millions, except per share)
NET INCOME EXCLUDING SPECIAL ITEMS
Net income in accordance with GAAP	$	125		$	67		$	20		$	141		$	168
Special items, after-tax:
Alternative fuel mixture tax credits, net of costs		––			42			––			7			89
Costs and asset impairments primarily related to box plant transformation		(3	)		––			(1	)		(11	)		(3	)
Litigation and other		––			––			––			––			(1	)
Substitution costs		––			––			––			––			(11	)
Gain (loss) on purchase and retirement of debt		––			(2	)		––			––			9
Tax benefit related to the cellulosic biofuel producer credit		83			––			––			83			––
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		80			40			(1	)		76			83
Net income, excluding special items	$	45		$	27		$	21		$	65		$	85
Net income, per share, in accordance with GAAP	$	1.13		$	0.61		$	0.18		$	1.28		$	1.55
Special items, after-tax, per share:
Alternative fuel mixture tax credits, net of costs		––			0.39			––			0.07			0.83
Costs and asset impairments primarily related to box plant transformation		(0.03	)		––			(0.01	)		(0.11	)		(0.03	)
Litigation and other		––			––			––			––			(0.01	)
Substitution costs		––			––			––			––			(0.10	)
Gain (loss) on purchase and retirement of debt		––			(0.02	)		––			––			0.08
Tax benefit related to the cellulosic biofuel producer credit		0.75			––			––			0.75			––
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		0.72			0.37			(0.01	)		0.68			0.77
Net income, per share, excluding special items	$	0.41		$	0.24		$	0.19		$	0.60		$	0.78
Average basic shares outstanding		107.9			106.9			107.9			107.8			106.8
Average diluted shares outstanding		109.4			108.6			109.7			109.5			107.7
BUILDING PRODUCTS EBITDA
Segment operating income (loss) determined in  accordance with GAAP	$	(10	)	$	(4	)	$	15		$	(4	)	$	(9	)
Depreciation and amortization		10			11			10			31			34
Building products EBITDA	$	––		$	7		$	25		$	27		$	25

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TEMPLE-INLAND INC. AND SUBSIDIARIES

CALCULATION OF NON-GAAP FINANCIAL MEASURES - CONTINUED

 (Preliminary and Unaudited)

					Temple-Inland			Corrugated Packaging
					(In millions)
RETURN ON INVESTMENT
Third Quarter 2010
	Return:
		Segment operating income determined in accordance with GAAP		$	111		$	121
		Items not included in segments:
		General and administrative expense			(17	)		N/A
		Share-based and long-term incentive compensation			(6	)		N/A
				$	88		$	121
	Investment:
		Beginning of year total assets or segment assets determined in accordance with GAAP		$	5,709		$	2,295
		Adjustments:
			Current liabilities (excluding current portion of long-term debt)		(471	)		(276	)
			Financial assets of special purpose entities		(2,475	)		N/A
			Municipal bonds related to capital leases included in other assets		(188	)		N/A
				$	2,575		$	2,019
	ROI, annualized				13.7	%		24.0	%

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EX-99.2

1

Our job is to be the best

Third Quarter 2010

14

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.

15

3

Third Quarter 2010 Consolidated Results

•Special items (after-tax)

–$0.75 per share tax benefit related to cellulosic biofuel credit

–$0.03 per share charge primarily related to Box Plant

    Transformation II

	Q3 2010	Q2 2010	Q3 2009
Net income per share	$1.13	$0.18	$0.61
Special items	(0.72)	0.01	(0.37)
Net income per share excluding special items	$0.41	$0.19	$0.24

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4

Corrugated Packaging

($ in Millions)

	Q3 2010	Q2 2010	Q3 2009
Revenues	$ 809	$786	$ 734
Costs and expenses	(688)	(723)	(640)
Segment operating income	$ 121	$63	$94

•Record earnings and 24% ROI

•Key drivers

–Mill performance

–Box plant transformation

–Higher box prices

–Lower input costs

–Less mill downtime

17

5

Corrugated Packaging

TIN Average Box Price *

September 2010 box prices $93 higher than February 2010 box prices

2009

Q3Q4Q1Q2Q3

2010

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

18

6

Corrugated Packaging

Key Input Cost Changes

Q3 2010 vs. Q2 2010Q3 2010 vs. Q3 2009

19

7

Corrugated Packaging

Box Shipments

* Source: Fibre Box Association

2009

2010

20

8

Corrugated Packaging

•Q3 2010 maintenance downtime

–4,000 tons at New Johnsonville

•Q4 2010 maintenance downtime

–13,000 tons at Orange

21

Looking Forward

•4th Quarter

–Higher prices

–Lower seasonal volume

–Higher input costs

9

22

10

Building Products

($ in Millions)

	Q3 2010	Q2 2010	Q3 2009
Revenues	$ 157	$190	$ 151
Costs and expenses	(167)	(175)	(155)
Segment operating income (loss)	$( 10)	$15	$(4)

23

11

Building Products

Lumber

Price

2009

2010

Q3Q4Q1Q2Q3

Volume

2009

2010

24

12

Building Products

Gypsum

Volume

2009

2010

Q3Q4Q1Q2Q3

Price

Q3Q4Q1Q2Q3

2009

2010

25

13

Particleboard

Volume

Building Products

2009

2010

Q3 Q4Q1Q2Q3

2009

2010

26

14

Housing Starts

TIN EBITDA

2006

2007

2008

2009

2010

27

15

Third Quarter 2010 Financial Highlights

•Cash provided by operations $109 million in third quarter

–Operations provided $114 million

–Working capital was a use of $5 million

•Balance sheet

–Long-term debt $709 million at third quarter-end, down $36
million from second quarter-end

•Expense related items

–Interest expense $13 million in third quarter and $39 million year
-to-date, down 7% and 22% respectively vs. year ago

–General and administrative expenses $17 million in third quarter
and $54 million year-to-date, consistent with prior guidance

•Cellulosic Biofuel

28

16

Our job is to be the best

29