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: December 2, 2009

(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 7.01. Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is an updated version of Temple-Inland’s investor presentation, which may be used in presentations to investors from time to time. The information in this report 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 Investor presentation materials.

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: December 2, 2009	By:	/s/ Randall D. Levy
		Name:  Randall D. Levy
		Title:           Chief Financial Officer

2

EXHIBIT INDEX

Exhibit	Description	Page
99.1	Investor presentation materials	4

3

EX-99.1

1

Our job is to be the best

Investor Presentation

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; 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.

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

Forward Looking Statements

3

Create Superior and Sustainable Value

•Maximize ROI

•Profitably grow our business

4

2009 First Nine Months Results

•Corrugated Packaging

–Record first nine months EBIT - $290 million

–18.3% ROI

•Building Products

–Nine months EBITDA - $25 million

–$16 million improvement from first nine
months 2008

5

•Corrugated Packaging

•Building Products

Business Description

Financial Highlights

($ in Millions)	2004	2005	2006	2007	2008
Revenue	$3,587	$3,723	$4,096	$3,850	$3,884
EBIT	$134	$133	$331	$161	$111
Investment	$2,370	$2,431	$2,620	$2,570	$2,484
ROI	5.7%	5.5%	12.6%	6.3%	4.5%
EBITDA	$340	$339	$542	$364	$317

Notes:Excludes 2004-2007 timber and timberland segment results.

Temple-Inland

6

•7 mills

- 3.9 million tons

•63 converting facilities

- 3.7 million tons

•# 3 industry producer

Business Highlights

Financial Highlights

($ in Millions)	2003	2004	2005	2006	2007	2008
Revenue	$2,700	$2,736	$2,825	$2,977	$3,044	$3,190
EBIT	$18	$96	$120	$255	$287	$225
Investment	$2,237	$2,042	$2,125	$2,039	$2,004	$1,990
ROI	0.8%	4.7%	5.6%	12.5%	14.3%	11.3%
EBITDA	$185	$255	$280	$408	$429	$371

Corrugated Packaging Segment Highlights

7

• Maintain high integration level

- Box plant consumption =mill capacity

•Drive forlow cost

- Asset utilization and manufacturing excellence

•Improve mix and margins

- Sales excellence

• Profitably grow business

- Organically / Acquisition

Lowering Costs, Improving Efficiencies and Growing Profitably

Corrugated Packaging Strategic Initiatives

8

Source:Company reports

Temple-Inland is the most integrated producer of corrugated containers

Integration Level - Highest in the Industry

9

Drive For Low Cost

•Lower mill costs

–Enhanced reliability

–Targeted investments to reduce energy consumption and
enhance mix flexibility

•Lower box plant costs

–Box plant transformation

•Cultural change to lower costs by driving asset utilization

•Fewer plants, fewer machines, fewer people

10

Tracy, CA

Biglerville, PA

Lexington, SC

Crawfordsville, IN

24/7 Plants

11

98” CORRUGATOR

12 Machines

Asset UtilizationLexington Plant - Old Layout

12

98” CORRUGATOR

T-CART

T-CART

66”

D/C

35”

EVOL

66”

D/C

4 Machines

35”

EVOL

Asset UtilizationLexington Plant - New Layout

13

	Old	Future	% ∆
Machines	42	22	(48%)
People	920	703	(24%)
$ Cost/Ton			(34%)

Fewer machines, fewer people, and lower costs

Note:Representative of transformation of our four largest box plants.

Structural Cost Change Underway

14

Improve Mix and Margins

•Centralized pricing decision making

•Structured and disciplined approach to
market

•Target customers where we can create
value

15

Food & Beverage

63%

Misc. Mfg.

3%

Other

14%

Chemicals

4%

Rubber & Plastics

5%

Paper & Allied

11%

Food & Beverage

49%

Paper & Allied

22%

Rubber & Plastics

6%

Chemicals

5%

Misc.

Nondurables

4%

Misc. Durable Goods

14%

Temple-Inland

Industry*

*Source: Fibre Box Association

Shipments by End-Use Industry

16

EBIT Historical PBL JV EBIT (50%) Synergies White-top linerboard production Total EBIT	3Q/2009 Annualized $9 20 30 $ 59
Investment Acquisition (50% interest/50% JV debt) White-top production equipment Total investment ROI	$ 87 10 $ 97 61%

($ In Millions)

Premier Boxboard Acquisition Update

17

TIN has highest ROA improvement relative to Peer Group

Notes: (1) As reported by segment excluding special itemsfor TIN, IP and Weyerhaeuser. For TIN and IP, the asset base was adjusted to include acquisitions made in Q3 2008. (2) For PCA, EBIT =
Gross profit-selling and administrative expenses. (3) For SSCC, EBIT as reported by segment; total assets reported for the company in 2007, 2008 and first nine months 2009.For prior
years, total assets = segment assets + other assets of $3.3 billion.

Corrugated Packaging - Highest ROA in
Industry

18

North American Corrugated Packaging
Industry Fundamentals

•Consolidatingindustry

•Significant capacity rationalization and
downtime

•Improved pricing

19

Top 5 Producers= 42%

1998

2009

Top 5 Producers= 74%

North American Containerboard Market Share
1998 versus Today

20

(Million Short Tons)

Permanent capacity reductions of 1.8 million tons, 4.5% of North
American capacity, announced for closure by January 2010

Source: RISI and

Company reports

Corrugated Packaging
Industry Containerboard Capacity Changes and Operating Rate

21

Source: RISI

Linerboard ($/ton)

Improved Linerboard Pricing

Linerboard Pricing Trends

Average annual linerboard price has declined only modestly in 2009

22

Corrugated Packaging Summary

•Track record of success

•Simple, effective strategy…execution = results

•Industry discipline

23

•Portfolio of Products

–Lumber

–Gypsum

–Particleboard

–MDF

•Lowest quartile cost converting
operations

•Located near large, high-growth
markets

Financial Highlights

Business Highlights

($ in Millions)	2004	2005	2006	2007	2008
Revenue	$851	$898	$1,119	$806	$694
EBIT	$129	$125	$221	$8	($40)
Investment	$396	$361	$586	$562	$560
ROI	32.6%	34.6%	37.7%	1.4%	(7.1%)
EBITDA	$167	$160	$265	$53	$8

Building Products

24

Building Products Strategic Initiatives

•Deliver tailored portfolio of building products

–Products for new home, repair and remodeling
and commercial markets

•Drive low cost

–Manufacturing excellence

•Serve preferred markets

–Favorable demographics

•Provide sales excellence

–Unequaled customer service

25

Buna

Pineland

Diboll

Rome

DeQuincy

Lumber

Competitive

Position

Temple-Inland Sawmills

1st

Quartile

2nd

Quartile

3rd

Quartile

4th

Quartile

Source: Beck &
RISI Studies

Temple-Inland Sawmills

Sawmill Locations

Lumber

•Low cost, state of art manufacturing system

•Logistically advantaged to large growing markets

•Stable fiber supply at market prices

26

Synthetic Gypsum Furnish

Gypsum

Competitive

Position

Cumberland

Fletcher

W.Memphis

McQueeney

1st

Quartile

2nd

Quartile

3rd

Quartile

4th

Quartile

Source:
Internal
Analysis

Gypsum

•Low-cost manufacturing system

•Synthetic gypsum furnish 65% vs. 30% for industry

27

Panels

Competitive

Position

Monroeville

Hope

Diboll

Thomson

1st

Quartile

2nd

Quartile

3rd

Quartile

4th

Quartile

Source:
Beck Study

PB

MDF

El Dorado

Mt. Jewett

Industrial Panels - Particleboard & MDF

•Lowest cost system

•High-value engineered family of
products

•Targeted markets

–Kitchen cabinets

–Laminators

–MDF laminate flooring

28

Housing Starts

TIN EBITDA

2006

2007

2008

2,127

2009

981

552

529

9

25

Building Products EBITDA Trends

29

($ In Millions)

Temple-Inland SG&A Total Cost * SG&A/Total Cost	9 mos/ 2009 215 2,546 8.4%
Wtd. Avg. SG&A/Total Cost of Peers** TIN Rank	10.6% 1

*Total cost = SG&A + Cost of sales excluding alternative fuel mixture credit

**Peers include: International Paper, Smurfit-Stone, MeadWestvaco, Rock Tenn, Packaging Corp.

Comparative SG&A Expenses

30

Total Debt

$879

Borrowings Under

Committed Credit

Facilities

$297

Term Debt

$582

($ In Millions)

Third Quarter-End 2009 Debt Structure

31

Term debt

($ In Millions)

Total Term Debt = $582MM

Term Debt Maturity Profile as of Third
Quarter-End 2009

32

($ In Millions)

Accounts

ReceivableCommitted

SecuritizationCredit

FacilityAgreementsTotal

Committed Less: Borrowings Letters of credit	$ 250 (225) -	$ 825 (72) (33)	$1,075 (297) (33)
Unused borrowing capacity	$25	$ 720	$745
Facility Maturities	Oct. 2012	July 2011 ($750MM revolver)
Covenants (as specifically defined): Debt/total capital Interest coverage *	3Q-End 2009 48.7% 8.4x	70% Max 3.0x Min

* Best 4 out of 5 trailing
quarters 3Q/2009 = 13.2x

Third Quarter-End 2009
Committed Credit Facilities

33

Financial Priorities

•Return cash to shareholders

–Dividend

•Reduce debt

•Invest in our business

•Profitably grow

34

Dec 2009

Create Superior and Sustainable Value

•Maximize ROI

•Profitably grow our business