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 27, 2005
(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, 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 27, 2005, the Company issued a press release announcing the Company’s earnings for the quarter ended April 2, 2005. A copy of the press release is furnished as exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

     On April 27, 2005, Kenneth M. Jastrow, II, Chief Executive Officer of Temple-Inland Inc., participated in a conference call discussing the Company’s earnings for the quarter ended April 2, 2005. Copies of the presentation materials used by Mr. Jastrow are furnished as exhibit 99.2 of this report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1	Press release issued by the Company on April 27, 2005, announcing the Company’s earnings for the quarter ended April 2, 2005.
99.2	Presentation materials of Kenneth M. Jastrow, II, Chief Executive Officer of Temple-Inland Inc., used in Mr. Jastrow’s conference call on April 27, 2005, discussing the Company’s earnings for the quarter ended April 2, 2005.

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: April 27, 2005 By:	/s/ Doyle R. Simons
	Name:	Doyle R. Simons
	Title:	Executive Vice President

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EXHIBIT INDEX

Exhibit		Description	Page
	99.1	Press release issued by the Company on April 27, 2005, announcing the Company’s earnings for the quarter ended April 2, 2005.		4
	99.2	Presentation materials of Kenneth M. Jastrow, II, Chief Executive Officer of Temple-Inland Inc., used in Mr. Jastrow’s conference call on April 27, 2005, discussing the Company’s earnings for the quarter ended April 2, 2005		12

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EX-99.1

EXHIBIT 99.1

NEWS

RELEASE

FOR IMMEDIATE RELEASE

CONTACT:  Chris L. Nines
(512) 434-5587

TEMPLE-INLAND INC. REPORTS FIRST QUARTER 2005 RESULTS

     AUSTIN, TEXAS, April 27, 2005—Temple-Inland Inc. today reported first quarter 2005 net income of $45 million, or $0.39 per diluted share, compared with first quarter 2004 net income of $12 million, or $0.11 per diluted share, and fourth quarter 2004 net income of $53 million, or $0.46 per diluted share. Shares and per share amounts for all periods reflect the effect of the two-for-one stock split on April 1, 2005.

     Results for first quarter 2005 include an after-tax special charge of (i) $7 million, or $0.06 per share, associated with closures of converting facilities, including the Antioch, CA facility; (ii) $5 million, or $0.04 per share, resulting from an increase in antitrust litigation reserves, and (iii) $3 million, or $0.03 per share, relating primarily to expenses from the recently completed proxy contest. As reflected in the table below, the total effect of these special items is ($0.13) per share.

	First Quarter				Fourth Quarter
	2005		2004		2004
Net income (loss) per dil. share as reported	$	0.39	$	0.11	$	0.46
Adjustment for special items		0.13		0.10		(0.04	)
Net income per diluted share, excluding special items	$	0.52	$	0.21	$	0.42
Average shares outstanding — diluted		115.7		111.2		113.0

Diluted average shares outstanding increased from 113.0 million in fourth quarter 2004 to 115.7 million in first quarter 2005 primarily due to dilutive effect of employee stock options and equity purchase contracts (Upper DECS) resulting from the increase in market price of Temple-Inland common stock in first quarter 2005.

Corrugated Packaging

     The corrugated packaging operation reported income of $50 million in first quarter 2005, compared with $8 million in first quarter 2004 and $24 million in fourth quarter 2004. Despite higher fiber costs (recycled and virgin), energy costs and transportation costs, earnings improved in first quarter 2005 compared with first quarter 2004 due to higher volumes, lower converting costs, and improved pricing. Earnings increased in first quarter 2005 compared with fourth quarter 2004 due to higher volumes, and lower mill and converting costs.

     Despite the closure of five box plants since first quarter 2004, on a volume per workday basis, shipments of corrugated containers were up 5% in first quarter 2005 compared with first quarter 2004. Shipments were up 1% compared with fourth quarter 2004.

     Average prices for corrugated containers in first quarter 2005 were 9% higher than first quarter 2004 and flat compared with fourth quarter 2004. The average cost of recycled fiber in first quarter 2005 was up 8% compared with first quarter 2004 and up 1% compared with fourth quarter 2004. Energy costs were up $4 million in first quarter 2005 compared with first quarter 2004 and up $1 million compared with fourth quarter 2004.

Forest Products

     The forest products operation reported record first quarter income of $54 million, compared with $32 million in first quarter 2004 and $50 million in fourth quarter 2004. Despite higher energy, chemical and fiber costs, earnings improved in first quarter 2005 compared with first quarter 2004 due to improved pricing and volumes. Operating income for first quarter 2005 included $4 million from high-value land sales compared with $3 million in first quarter 2004 and $7 million in fourth quarter 2004. The average sales price per acre of high-value land in first quarter 2005 was approximately $9,100 per acre.

     Average lumber prices in first quarter 2005 were up 9% compared with first quarter 2004 and up 4% compared with fourth quarter 2004. Particleboard prices were up 16% compared with first quarter 2004, but down 3% compared with fourth quarter 2004. Medium density fiberboard (MDF) prices were up 11% compared with first quarter 2004, but down 4% compared with fourth quarter 2004. Gypsum prices were up 13% compared with first quarter 2004 and up 2% compared with fourth quarter 2004. Shipments for particleboard, gypsum, and MDF were up in first quarter 2005 compared with first quarter 2004 and fourth quarter 2004. Shipments for lumber were flat in first quarter 2005 compared with first quarter 2004, but up compared with fourth quarter 2004.

Financial Services

     The financial services operation reported income of $47 million in first quarter 2005 compared with $53 million in first quarter 2004 and $58 million in fourth quarter 2004. Earnings in first quarter 2005 were affected by a decline in average earning assets, principally mortgage-backed securities, and a higher loan loss provision reflecting normalized credit conditions.

2

Comments

     In announcing first quarter results, Kenneth M. Jastrow, II, chairman and chief executive officer of Temple-Inland Inc. said, “The improvement in operating results in first quarter 2005 reflect the convergence of strategy, execution and improving market conditions.

     “Corrugated packaging benefited from business improvements related to full integration, box plant consolidation, improved asset utilization, increased operational efficiency and higher volumes. Our box shipments have outpaced the industry for seven consecutive quarters, despite the closure of seven box plants since third quarter 2003.

     “Results in our forest products operation reflect strong housing and repair and remodeling markets and improved pricing and volumes. We continue to benefit from maximizing the value of our forestland through increased fiber growth and self-sufficiency and the development of significant real estate opportunities on high-value land.

     “Financial services is well-positioned for loan and deposit growth going forward. The repositioning of the mortgage banking operation will allow us to continue to lower costs.”

     Commenting on strategic initiatives, Mr. Jastrow said “During first quarter 2005, we made further progress on our strategic initiatives to increase asset utilization, lower unit cost and drive return on investment. In the quarter, we announced the closure of the Antioch, CA converting facility, which represents the eighth box plant closed since third quarter 2003.

     “During 2004, our corrugated packaging operation generated $143 million in business improvements from lower mill and converting costs, and higher volumes. In first quarter 2005, we generated $14 million in additional business improvements compared with first quarter 2004. We are on target to achieve our 2005 goal of $57 million, which will result in a total of $200 million in business improvements over a two year period.”

     The Company will host a conference call on April 27, 2005 at 9:00 am EDT to discuss results of the first quarter. The meeting may be accessed through webcast or by conference call. The webcast may be accessed through Temple-Inland’s Internet site at www.templeinland.com. To access the conference call, listeners calling from North America should dial 1-800-901-5217 at least 15 minutes prior to the start of the meeting. Those wishing to access the call from outside North America should dial 1-617-786-2964. The password is templeinland. Replays of the call will be available for two weeks following the completion of the live call and can be accessed at 1-888-286-8010 in North America and at 1-617-801-6888 outside North America. The password for the replay is 20309214.

     Temple-Inland Inc. is a major manufacturer of corrugated packaging and forest products, with a diversified financial services operation. The Company’s 2.0 million acres of forestland are certified as managed in compliance with ISO 14001 and in accordance with the Sustainable Forestry Initiative^® (SFI) program of the American Forest & Paper Association to ensure forest management is conducted in a scientifically sound and environmentally sensitive manner. Temple-Inland’s common stock (TIN) is traded on the New York Stock Exchange and the Pacific Exchange. Temple-Inland’s address on the World Wide Web is www.templeinland.com.

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This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties and reflect management’s current views with respect to future events and are subject to risks and uncertainties. Factors and uncertainties that could cause our actual results to differ significantly from the results discussed in the forward-looking statements include, but are not limited to: general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by us; the availability and price of raw materials used by us; fluctuations in the cost of purchased energy; assumptions related to pension and post-retirement costs; competitive actions by other companies; changes in laws or regulations and actions or restrictions of regulatory agencies; the accuracy of certain judgments and estimates concerning our integration of acquired operations; our ability to execute certain strategic and business improvement initiatives; and other factors, many of which are beyond our control. Our actual results, performance, or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, and accordingly, we can give no assurances that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. We expressly disclaim any obligation to publicly revise any forward-looking statements contained in this release to reflect the occurrence of events after the date of this release.

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TEMPLE-INLAND INC. AND SUBSIDIARIES
(UNAUDITED)

	First Quarter
	2005		2004
	(Dollars in millions,
	except per share amounts)
Total revenues	$	1,203	$	1,154
Income from continuing operations	$	45	$	12
Discontinued operations		––		––
Net income	$	45	$	12
Diluted earnings per share:
Income from continuing operations	$	0.39	$	0.11
Discontinued operations		––		––
Net income	$	0.39	$	0.11
Average shares outstanding – diluted		115.7		111.2

Business Segments

Revenues
Corrugated packaging	$	718		$	673
Forest products		249			220
Financial services		236			261
Total revenues	$	1,203		$	1,154
Income
Corrugated packaging	$	50		$	8
Forest products		54			32
Financial services		47			53
Total segment operating income		151			93
Expenses not allocated to segments General and Administrative		(26	)		(23	)
Other operating income (expense)		(24	)		(19	)
Other non-operating income (expense)		1			––
Parent company interest		(28	)		(32	)
Income before taxes		74			19
Income (taxes) benefit		(29	)		(7	)
Income from continuing operations		45			12
Discontinued operations		––			––
Net income	$	45		$	12

     Diluted earnings per share and average shares outstanding – diluted have been adjusted to reflect our two-for-one stock split distributed on April 1, 2005.

5

     In January 2005, we changed our method of accounting for our corrugated packaging inventories from the LIFO method to the average cost method, which approximates FIFO. As required by generally accepted accounting principles, we have retrospectively applied the average cost method to our prior period income statements and segment operating results, the effect of which is summarized as follows:

	Corrugated Packaging Segment				Income from Continuing
	Operating Income				Operations				Per Diluted Share
			Retrospective				Retrospective				Retrospective
	As Reported		Application		As Reported		Application		As Reported		Application
	(In millions, except per share)
2004
First quarter	$	10	$	8	$	13	$	12	$	0.12	$	0.11
Second quarter		26		24		55		54		0.49		0.48
Third quarter		42		40		40		39		0.36		0.35
Fourth quarter		27		24		54		52		0.47		0.45
Year	$	105	$	96	$	162	$	157	$	1.44	$	1.39

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TEMPLE-INLAND INC. AND SUBSIDIARIES
(UNAUDITED)

     Revenues and unit sales of our manufacturing subsidiaries, excluding joint venture operations follows:

	First Quarter
	2005		2004
	(Dollars in millions)
Revenues
Corrugated Packaging
Corrugated Packaging	$	691	$	637
Linerboard		27		36
Total	$	718	$	673
Forest Products
Pine lumber	$	89	$	79
Particleboard		54		44
Medium density fiberboard		31		25
Gypsum wallboard		31		23
Fiberboard		19		17
Other		25		32
Total	$	249	$	220
Unit sales
Corrugated Packaging
Corrugated Packaging, thousands of tons		857		841
Linerboard, thousands of tons		69		112
Total, thousands of tons		926		953
Forest Products
Pine lumber, mbf		235		236
Particleboard, msf		173		160
Medium density fiberboard, msf		67		57
Gypsum wallboard, msf		207		171
Fiberboard, msf		107		97
Supplemental Financial Information for the Parent Company and its manufacturing subsidiaries follows:
Cash Balance (at qtr. end)	$	8	$	31
Long-Term Debt (at qtr. end)		1,582		1,611
Capital Expenditures		57		28

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EX-99.2

First Quarter 2005 Results April 27, 2005

2 This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties and reflect management's current views with respect to future events and are subject to risks and uncertainties. Factors and uncertainties that could cause our actual results to differ significantly from the results discussed in the forward-looking statements include, but are not limited to: general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by us; the availability and price of raw materials used by us; fluctuations in the cost of purchased energy; assumptions related to pension and post-retirement costs; competitive actions by other companies; changes in laws or regulations and actions or restrictions of regulatory agencies; the accuracy of certain judgments and estimates concerning our integration of acquired operations; our ability to execute certain strategic and business improvement initiatives; and other factors, many of which are beyond our control. Our actual results, performance, or achievement could differ materially from those expressed in, or implied by, these forward- looking statements, and accordingly, we can give no assurances that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. We expressly disclaim any obligation to publicly revise any forward-looking statements contained in this release to reflect the occurrence of events after the date of this presentation.

First Quarter Results Income $ 45 $ 12 $ 53 EPS $ 0.39 $ 0.11 $ 0.46 1st Qtr 1st Qtr 4th Qtr 2005 2004 2004 Note: The company's per share results for all periods reflect the effect of the two-for-one common stock split on April 1, 2005 TIN 1st qtr. 2005 special charges - total ($0.13 per share) - Antioch, CA box plant closure - $7 million ($.06 per share) - Antitrust litigation reserves - $5 million ($.04 per share) - Recently completed proxy contest - $3 million ($.03 per share) 3

First Quarter Results (cont'd) Net income (loss) per dil. share $ 0.39 $ 0.11 $ 0.46 Special items 0.13 0.10 (0.04) Net income per dil. share $ 0.52 $ 0.21 $ 0.42 excluding special items 1st Qtr 4th Qtr 2005 2004 2004 4 Note: The company's per share results for all periods reflect the effect of the two-for-one common stock split on April 1, 2005

5 Temple-Inland Shares 1st qtr. 2005 diluted average shares outstanding 115.7 million Board authorized 12 million share repurchase Feb. 4, 2005 Repurchases: 2.8 million shares repurchased in 1st qtr. 2005 4.0 million shares repurchased YTD 8.0 million shares remaining on share repurchase authorization Diluted average shares outstanding expected to be relatively flat in 2nd qtr. 2005, including the issuance of approximately 10 million shares of common stock associated with the Upper DECS

First Quarter Segment Results Operating Income (millions) Corrugated Packaging $ 50 $ 8 $ 24 Forest Products $ 54 $ 32 $ 50 Financial Services $ 47 $ 53 $ 58 $ 151 $ 93 $132 1st Qtr 1st Qtr 4th Qtr 2005 2004 2004 6

Corrugated Packaging Price 1st qtr. 2005 avg. box price up $63/ton vs. 1st qtr. 2004 avg. price 1st qtr. 2005 avg. box price flat vs. 4th qtr. 2004 avg. price 1st Qtr 1st Qtr 4th Qtr 2005 2004 2004 $ 50 $ 8 $ 24 Operating income (millions) 7

Corrugated Packaging (Cont'd) Box Volume - - On a volume per workday basis, TIN shipments up 5% in 1st qtr. 2005 with 5 less box plants compared with 1st qtr. 2004 and up 1% compared with 4th qtr. 2004 levels - - Industry shipments up 1% on a volume per workday basis in 1st qtr. 2005 compared with 1st qtr. 2004 and down 3% compared with 4th qtr. 2004 8

Corrugated Packaging (Cont'd) Recycled Fiber Prices up $9/ton vs. 1st qtr. 2004 and up $1/ton vs. 4th qtr. 2004 Energy Energy costs up $4 million vs. 1st qtr. 2004 and up $1 million vs. 4th qtr. 2004 9

Corrugated Packaging Improvements 10 Costs Total costs up only 0.5% 1st qtr. 2005 compared with 1st qtr. 2004, despite costs pressures from energy, fiber and other raw materials, and transportation. Volume growth Business Improvements $14 million achieved in 1st qtr. 2005, on target for 2005 goal of $57 million $57 million Cumulative Business Improvements, Excluding Price (Dollars in Millions)

Corrugated Packaging Comments 11 Box Plant Consolidation Efforts - - Announced June 2005 closure of Antioch, CA converting facility - - Eighth closure since 3rd qtr. 2003 Financial Impact of 2nd qtr. Mill Outages - $10 million - - Orange, TX Scheduled annual outage No. 2 paper machine - 26 day rebuild Improvements to bark boiler to reduce natural gas consumption - - Ontario, CA Scheduled annual outage

Forest Products 1st Qtr 1st Qtr 4th Qtr 2005 2004 2004 $ 54 $ 32 $ 50 Operating income (millions) Lumber - - Average price up $30 vs. 1st qtr. 2004 and up $15 vs. 4th qtr. 2004 - - Volume flat vs. 1st qtr. 2004 and up 7% vs. 4th qtr. 2004 - - Current prices up approximately $15 vs. 1st qtr. 2005 avg. price 12

Forest Products (Cont'd) Particleboard - - Average price up $38 vs. 1st qtr. 2004 and down $9 vs. 4th qtr. 2004 - - Volume up 8% vs. 1st qtr. 2004 and up 26% vs. 4th qtr. 2004 13 MDF - - Average price up $39 vs. 1st qtr. 2004 and down $17 vs. 4th qtr. 2004 - - Volume up 18% vs. 1st qtr. 2004, and up 26% vs. 4th qtr. 2004

Forest Products (Cont'd) Gypsum - - Average price up $15 vs. 1st qtr. 2004 and up $2 vs. 4th qtr. 2004 - - Volume up 21% vs. 1st qtr. 2004 and up 6% vs. 4th qtr. 2004 - - Late-April price increase of 10% currently in the market High-Value Land Sales - - $4 million from high-value land sales in 1st qtr. 2005 vs. $3 million in 1st qtr. 2004 and $7 million in 4th qtr. 2004 - - Average sales price for 1st qtr. 2005 approximately $9,100 per acre 14

Financial Services 1st qtr. 2005 earnings down compared with 1st qtr. 2004 and 4th qtr. 2004 Decline in earning assets, principally mortgage-backed securities Higher loan loss provision, reflecting normalized credit conditions 1st Qtr 1st Qtr 4th Qtr 2005 2004 2004 $ 47 $ 53 $ 58 Operating income (millions) 15

Temple-Inland Summary 16 Growing Returns + Investments, Disciplined by ROI + Returning Cash to Shareholders Dividends Share Repurchases + Significant Opportunity On High-Value Land = Creating Superior and Sustainable Shareholder Value