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 28, 2008
(Date of earliest event reported)

TEMPLE-INLAND INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 001-08634
(Commission
File Number) 75-1903917
(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 October 28, 2008, Temple-Inland Inc. issued a press release announcing the company’s earnings for the quarter ended September 27, 2008. A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

     On October 28, 2008, management of Temple-Inland Inc. participated in a conference call discussing the company’s earnings for the quarter ended September 27, 2008. 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 October 28, 2008, announcing the company’s earnings for the quarter ended September 27, 2008.
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on October 28, 2008, discussing the company’s earnings for the quarter ended September 27, 2008.

2

SIGNATURE

     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 28, 2008	By:	/s/ Randall D. Levy
		Name:	Randall D. Levy
		Title:	Chief Financial Officer

3

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Temple-Inland Inc. on October 28, 2008, announcing the company’s earnings for the quarter ended September 27, 2008
99.2	Presentation materials used by management of Temple-Inland Inc. in a conference call on October 28, 2008, discussing the company’s earnings for the quarter ended September 27, 2008

4

EX-99.1

Exhibit 99.1

NEWS
RELEASE

FOR IMMEDIATE RELEASE
CONTACT: Chris Mathis
               (512) 434-3766

TEMPLE-INLAND INC. REPORTS THIRD QUARTER 2008 RESULTS

     AUSTIN, TEXAS, October 28, 2008—Temple-Inland Inc. today reported third quarter 2008 net income of $3 million, or $0.03 per diluted share, compared with third quarter 2007 net income of $36 million, or $0.33 per diluted share, and second quarter 2008 net income of $8 million, or $0.07 per diluted share.

     Results for third quarter 2008 include special items of $0.06 per share, consisting of (i) an after tax benefit of $7 million, or $0.07 per share, resulting from an increase in the estimated 2008 effective tax rate on previously reported special items; and (ii) an after tax charge of $1 million, or $0.01 per share, primarily related to early repayment of Premier Boxboard Limited LLC debt.

	Third Quarter						Second Quarter
	2008			2007			2008
Net income per share	$	0.03		$	0.33		$	0.07
Adjustment for special items		($0.06	)		($0.16	)	$	0.00
Net income (loss) per share, excluding special items		($0.03	)	$	0.17		$	0.07

Corrugated Packaging

	Third Quarter				Second Quarter
	2008		2007		2008
Segment Operating Income ($ in Millions)	$	50	$	70	$	52

     Corrugated packaging segment operating income declined in third quarter 2008 compared with third quarter 2007 as higher box prices were more than offset by lower box shipments, higher energy, freight, and chemical costs, and 38,000 tons of downtime and expenses associated with Hurricanes Gustav and Ike. The earnings impact from the hurricanes was approximately $13 million in third quarter 2008. Operating income declined in third quarter 2008 compared with second quarter 2008 as higher box prices were more than offset by lower box shipments and hurricane related expenses noted above.

Building Products

	Third Quarter						Second Quarter
	2008			2007			2008
Segment Operating Income ($ in Millions)		($6	)		($4	)	$	1

     Building products segment operating income declined in third quarter 2008 compared with third quarter 2007 as higher lumber and particleboard prices were more than offset by declining volumes for lumber, gypsum and particleboard, the impact of hurricane-related downtime and expenses, and severance charges. The impact from the hurricanes was approximately $1 million and the severance charges were approximately $1 million. Operating income declined in third quarter 2008 compared with second quarter 2008 principally due to lower volumes for all products, hurricane related downtime and expenses, and severance charges.

Comments

     Doyle R. Simons, chairman and chief executive officer of Temple-Inland Inc., said, “Third quarter results reflect the negative effect on our operations of Hurricanes Gustav and Ike and the impact of a weakening economy on the demand for our products, especially in the month of September.

     “In corrugated packaging, we successfully implemented a box price increase during the third quarter and will realize a full quarter’s benefit of the box price increase in the fourth quarter. We continue to make progress on our strategic initiative of lowering costs at our converting facilities through improved asset utilization. We expect to see the benefit from these efforts in fourth quarter 2008 and into 2009.

2

     “In building products, shipments for all of our products declined in the third quarter, reflecting continued difficult market conditions. We remain focused on matching our supply with demand and lowering costs. In the quarter, we further reduced our headcount and incurred $1 million of severance charges.

     “We acquired the remaining 50% interest in Premier Boxboard Limited from Caraustar Industries in the third quarter and are pleased with the integration of the mill into our system. We remain confident that we will quickly realize all planned synergies.”

     Temple-Inland will host a conference call on October 28, 2008 at 9:30 am EDT to discuss results of third quarter 2008. 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: 68785819. 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: 68785819.

     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 64 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 and contingency reserves; 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.

3

TEMPLE-INLAND INC. AND SUBSIDIARIES
CONSOLIDATED EARNINGS AND SEGMENT RESULTS
(Preliminary and Unaudited)

	Third Quarter						First Nine Months
	2008			2007			2008			2007
	(In millions, except per share)
Revenues
Corrugated packaging	$	797		$	748		$	2,371		$	2,288
Building products		179			195			540			642
Timber and timberland (a)		—			20			—			59
Total revenues	$	976		$	963		$	2,911		$	2,989
Income
Corrugated packaging	$	50		$	70		$	157		$	212
Building products		(6	)		(4	)		(26	)		23
Timber and timberland (a)		—			18			—			53
Total segment operating income		44			84			131			288
Items not included in segments
General and administrative expense		(17	)		(23	)		(59	)		(75	)
Share-based compensation		(10	)		(2	)		(16	)		(34	)
Other operating income (expense)		(1	)		(6	)		(16	)		(16	)
Other non-operating income (expense)		(3	)		—			(1	)		1
Net interest income (expense) on financial assets and nonrecourse financial liabilities of special purpose entities		(1	)		—			(4	)		—
Interest expense on debt		(21	)		(29	)		(58	)		(86	)
Income (loss) before taxes		(9	)		24			(23	)		78
Income tax (expense) benefit		12			(13	)		21			(34	)
Income (loss) from continuing operations		3			11			(2	)		44
Discontinued operations		—			25			—			96
Net income (loss)	$	3		$	36		$	(2	)	$	140
Average basic shares outstanding		106.7			106.2			106.7			105.9
Average diluted shares outstanding		107.6			107.8			107.6			107.9
Earnings per share — Basic
Income (loss) from continuing operations	$	0.03		$	0.11		$	(0.02	)	$	0.41
Discontinued operations		—			0.23			—			0.92
Net income (loss)	$	0.03		$	0.34		$	(0.02	)	$	1.33
Earnings per share — Diluted (b)
Income from continuing operations	$	0.03		$	0.11		$	N/A		$	0.41
Discontinued operations		—			0.22			N/A			0.89
Net income	$	0.03		$	0.33		$	N/A		$	1.30
Dividends per share	$	0.10		$	0.28		$	0.30		$	0.84

(a)	We no longer have a timber and timberland segment as a result of the fourth quarter 2007 sale of our timberland.
(b)	Earnings per diluted share not applicable for first nine months 2008 due to our year-to-date loss from continuing operations.

4

TEMPLE-INLAND INC. AND SUBSIDIARIES
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(Preliminary and Unaudited)

	Third		Year-
	Quarter-End		End
	2008		2007
	(Dollars in millions)
ASSETS
Current Assets	$	1,143	$	1,277
Property and Equipment		1,680		1,632
Financial Assets of Special Purpose Entities		2,383		2,383
Goodwill		393		365
Other Assets		272		285
TOTAL ASSETS	$	5,871	$	5,942
LIABILITIES
Current Liabilities	$	522	$	890
Long-Term Debt		1,192		852
Nonrecourse Financial Liabilities of Special Purpose Entities		2,140		2,140
Deferred Tax Liability		749		762
Liability for Pension Benefits		73		71
Liability for Postretirement Benefits		118		123
Other Long-Term Liabilities		312		324
TOTAL LIABILITIES		5,106		5,162
SHAREHOLDERS’ EQUITY		765		780
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,871	$	5,942

5

SUMMARIZED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Preliminary and Unaudited)

	Third			Second			First			First Nine
	Quarter			Quarter			Quarter			Months
	2008			2008			2008			2008
	(Dollars in millions)
CASH PROVIDED BY (USED FOR) OPERATIONS
Operations (including payments related to our 2007 transformation plan of $11 million in third quarter and $39 million in first quarter)	$	66		$	57	(a)	$	19		$	142
Working capital (including payments related to our 2007 transformation plan of $20 million in third quarter, $1 million in second quarter and $276 million in first quarter)		(20	)		(7	)		(358	)		(385	)
		46			50			(339	)		(243	)
CASH PROVIDED BY (USED FOR) INVESTING
Capital expenditures		(40	)		(42	)		(34	)		(116	)
Acquisition, net of cash acquired		(57	)		—			—			(57	)
Other		(2	)		(3	)		(1	)		(6	)
		(99	)		(45	)		(35	)		(179	)
CASH PROVIDED BY (USED FOR) FINANCING
Cash dividends to shareholders		(11	)		(10	)		(11	)		(32	)
Net change in debt		68			15			204			287
Other		2			(4	)		(8	)		(10	)
		59			1			185			245
Net increase (decrease) in cash and cash equivalents		6			6			(189	)		(177	)
Cash and cash equivalents at beginning of period		44			38			227			227
Cash and cash equivalents at end of period	$	50		$	44		$	38		$	50
SUPPLEMENTAL INFORMATION
Depreciation and amortization	$	51		$	50		$	50		$	151

^(a) Includes a $15 million voluntary, discretionary contribution to our defined benefit plan.

6

TEMPLE-INLAND INC. AND SUBSIDIARIES
REVENUES AND UNIT SALES, EXCLUDING JOINT VENTURE OPERATIONS
(Preliminary and Unaudited)

	Third Quarter				First Nine Months
	2008		2007		2008		2007
	(Dollars in millions)
Revenues
Corrugated packaging
Corrugated packaging	$	729	$	717	$	2,231	$	2,178
Paperboard (a) (b)		68		31		140		110
Total corrugated packaging	$	797	$	748	$	2,371	$	2,288
Building products
Pine lumber	$	60	$	64	$	177	$	190
Particleboard		46		42		138		143
Gypsum wallboard		33		52		101		189
Medium density fiberboard		18		15		56		49
Fiberboard		11		13		33		41
Other		11		9		35		30
Total building products	$	179	$	195	$	540	$	642
Timber and Timberland (c)
Fiber and other		N/A	$	20		N/A	$	59
Unit Sales
Corrugated packaging
Corrugated packaging, thousands of tons		810		839		2,504		2,535
Paperboard, thousands of tons (a) (b)		150		67		304		243
Total, thousands of tons		960		906		2,808		2,778
Building products
Pine lumber, mbf		189		215		593		640
Particleboard, msf		117		119		372		396
Gypsum wallboard, msf		255		368		813		1,164
Medium density fiberboard, msf		34		32		110		106
Fiberboard, msf		52		75		170		228

(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. The effects on revenues and unit sales for the periods presented are not material.
(c)	We no longer have a timber and timberland segment as a result of the fourth quarter 2007 sale of our timberland.

7

TEMPLE-INLAND INC. AND SUBSIDIARIES
CALCULATION OF NON-GAAP FINANCIAL MEASURES
(Preliminary and Unaudited)

	Third Quarter						Second Quarter
	2008			2007			2008
	(In millions, except per share)
NET INCOME EXCLUDING SPECIAL ITEMS
Net income in accordance with GAAP	$	3		$	36		$	8
Special items, after-tax:
Transformation plan:
Transformation costs		—			4			—
Discontinued operations		—			(25	)		—
		—			(21	)		—
Other:
Charges related to early repayment of PBL debt		1			—			—
Litigation and other		—			3			—
Effect of increasing the estimated annual effective tax rate on previously reported special items		(7	)		—			—
		(6	)		3			—
Total special items, after-tax		(6	)		(18	)		—
Net income (loss), excluding special items, as defined	$	(3	)	$	18		$	8
Net income, per share, in accordance with GAAP	$	0.03		$	0.33		$	0.07
Special items, after-tax, per diluted share:
Transformation plan:
Transformation costs		—			0.04			—
Discontinued operations		—			(0.22	)		—
		—			(0.18	)		—
Other:
Charges related to early repayment of PBL debt		0.01			—			—
Litigation and other		—			0.02			—
Effect of increasing the estimated annual effective tax rate on previously reported special items		(0.07	)		—			—
		(0.06	)		0.02			—
Total special items, after-tax		(0.06	)		(0.16	)		—
Net income (loss) per share, excluding special items, as defined	$	(0.03	)	$	0.17		$	0.07
Average basic shares outstanding		106.7			106.2			106.6
Average diluted shares outstanding		107.6			107.8			107.4

8

EX-99.2

Exhibit 99.2

Our job is to be the best

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, and contingency reserves; 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.

Third Quarter 2008 Consolidated Results Net income (loss) per share Special items Net income (loss) per share excluding special items Q3 2008 Overview Hurricanes Gustav and Ike Weakening economy Q3 2008 Q3 2007 Q2 2008 $ 0.03 $ 0.33 $ 0.07 (0.06) (0.16) 0.00 $ (0.03) $ 0.17 $ 0.07

Corrugated Packaging Segment ($ in Millions) Q3 2008 Q3 2007 Q2 2008 Revenues $ 797 $ 748 $ 798 Costs and expenses (747) (678) (746) Segment operating income $ 50 $ 70 $ 52 Purchase of 50% interest in PBL Hurricanes Gustav and Ike downtime of 38,000 tons and additional expenses (approximately $13 million)

Key Input Cost Changes Q3 2008 vs. Q3 2007 Q3 2008 vs. Q2 2008 Virgin Fiber OCC Energy Chemicals Freight Input cost changes include the addition of the PBL mill in third quarter 2008. Millions of Dollars

Corrugated Packaging Segment TIN Average Box Price * Sequential Change in Average Box Prices (per ton) * Average box price realization includes the impact of mix of business 2008 2007 Q3 Q4 Q1 Q2 Q3 Oct MTD $(6) $33 $2 $(8) $16 $27

Corrugated Packaging Segment Temple-Inland Industry Box Shipments Source: Fibre Box Association Year Over Year % Change in Volume- Avg. Week Quarterly Q3 Q4 Q1 Q2 Q3 2008 2007

Corrugated Packaging Segment 4th Quarter 2008 Outlook Box price increase realization Current input costs Box plant transformation Scheduled maintenance downtime Slowing box shipments

Building Products Segment ($ in Millions) Q3 2008 Q3 2007 Q2 2008 Revenues $ 179 $ 195 $ 193 Costs and expenses (185) (199) (192) Segment operating income (loss) $( 6) $( 4) $ 1 Hurricanes Gustav and Ike downtime and additional expenses (approximately $1 million) Severance expense of $1 million

Lumber Building Products Segment Price 2008 2007 Q3 Q4 Q1 Q2 Q3 Sequential Change in Average Price (mbf) $50 $40 $30 $20 $10 $0 $(10) $(20) $(30) $(40) $1 $46 $(29) $(7) Lumber Volume (mbf) Volume $9 2008 2007 Q3 Q4 Q1 Q2 Q3

Gypsum Volume Building Products Segment 2008 2007 Q3 Q4 Q1 Q2 Q3 Gypsum Volume (mmsf) Price 2008 2007 Q3 Q4 Q1 Q2 Q3 Sequential Change in Average Price (mmsf) $30 $20 $10 $0 $(10) $(20) $(30) $(6) $(21) $(14) $2 $9

Price Particleboard Volume Building Products Segment 2008 2007 Q3 Q4 Q1 Q2 Q3 2008 2007 Q3 Q4 Q1 Q2 Q3 Particleboard Volume (mmsf) Sequential Change in Average Price (mmsf) $20 $15 $10 $5 $0 $(5) $(10) $(15) $8 $(4) $(12) $9 $18

Building Products Segment 4th Quarter 2008 Outlook Match production to demand Focus on cost

Income related items - General and administrative expenses YTD down 16MM or 21% vs. year ago - Annual effective tax rate for 2008 increased to 89% Balance sheet related items - Net debt up $113MM from 2Q-end including purchase of our partner's 50% interest in PBL ($62MM) and refinancing of PBL's existing debt ($54MM) Liquidity Profile - Cash generation - cash provided by operations (excluding working capital) $66MM in 3Q and $142MM YTD - Term debt maturities - no significant maturities until 2012 - Committed credit facilities - $716MM of unused borrowing capacity Financial Highlights

Third Quarter End Debt Structure Total Debt $1,193 Borrowings Under Committed Credit Facilities $351 Term Debt $842 ($ in Millions)

Third Quarter End Term Debt Maturity Profile 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 32 1 4 292 5 249 248 11 30.6 38.6 34.6 31.6 45.9 46.9 45 43.9 ($ in Millions)

Third Quarter End Committed Credit Facilities ($ in Millions) Accounts Receivable Securitization Facility Committed Credit Agreements Total Committed Less: $250 $835 $1,085 Borrowings Letters of credit (230) - (121) (18) (351) (18) Unused borrowing capacity $ 20 $696 $ 716 Facility Maturities: 2010 2010 (35 mil) 2011 (800 mil) Covenants (as specifically defined): Debt/total capital Interest coverage 70% Max 3.0 x Min 70% Max 3.0 x Min

Our job is to be the best