SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 11-K
_____________
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _________ to __________.
Commission File Number: 33-25650
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
Temple-Inland Savings Plan for
Union Employees
(Formerly the Temple-Inland FPC Savings Plan
for Non-Salaried Employees of Evadale Mill)
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Temple-Inland Inc.
303 South Temple Drive
P. O. Drawer N
Diboll, Texas 75941
<PAGE>2
Page No.
(a) Financial Statements:
Report of Independent Auditors F-1
Statements of Net Assets Available for
Benefits, with Fund Information--
December 31, 1993 and 1992 F-2, F-3
Statements of Changes in Net Assets
Available for Benefits, with Fund
Information--Years Ended
December 31, 1993, 1992 and 1991 F-4 - F-6
Notes to Financial Statements F-7 - F-11
(b) Exhibits:
1. Consent of Ernst & Young
<PAGE>3
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly
authorized.
TEMPLE-INLAND SAVINGS PLAN FOR
UNION EMPLOYEES
By: /s/ Jerry L. Fischer
Jerry L. Fischer
Plan Administrator
DATE: June 29, 1994
<PAGE>4
Report of Independent Auditors
Temple-Inland Savings Plan for Union Employees
We have audited the accompanying statements of net assets
available for plan benefits with fund information of Temple-
Inland Savings Plan for Union Employees as of December 31, 1993
and 1992, and the related statements of changes in net assets
available for plan benefits with fund information for the years
then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan at December 31, 1993 and
1992, and the changes in net assets available for plan benefits
for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The fund
information in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits
is presented for the purposes of additional analysis rather than
to present the net assets available for plan benefits and changes
in net assets available for benefits of each fund. The fund
information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ ERNST & YOUNG
May 27, 1994
Houston, Texas
<PAGE>5
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEMPLE-INLAND SAVINGS PLAN
FOR
UNION EMPLOYEES
<CAPTION>
Year Ended December 31, 1993
Fixed Company Money
Income Stock Equity Market U.S. Treas. Index
Total Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Equity in Temple-Inland Inc. common
stock fund $3,963,982 $3,963,982
(units: 354,560; cost: $3,318,525)
Equity in Vanguard Windsor Fund 1,685,747 $1,685,747
(units: 121,190; cost: $1,688,127)
Equity in Fixed Income Fund 2,517,874 $2,517,874
Equity in Vanguard Money Market Federal
Portfolio 98,803 $98,803
(units: 98,803; cost: $98,803)
Equity in Vanguard Intermediate Term
U.S. Treasury Portfolio 37,857 $37,857
(units: 3,535; cost: $39,383)
Equity in Vanguard Index 500 Portfolio 22,173 $22,173
(units: 506; cost: $21,756)
Contributions receivable 71,786 22,201 31,362 15,162 2,209 852
8,398,222 2,540,075 3,995,344 1,700,909 98,803 40,066 23,025
LIABILITIES - - - - - - -
NET ASSETS AVAILABLE FOR BENEFITS $8,398,222 $2,540,075 $3,995,344 $1,700,909 $98,803 $40,066 $23,025
</TABLE>
See notes to financial statements
F-2
<PAGE>6
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEMPLE-INLAND SAVINGS PLAN
FOR
UNION EMPLOYEES
<CAPTION>
Year Ended December 31, 1992
Fixed Company Money
Income Stock Equity Market
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ASSETS
Temple-Inland Inc. common stock
(shares: 57,721; cost: $2,329,662) $2,972,632 $2,972,632
Group annuity contract 1,336,724 $1,336,724
Vanguard Windsor Fund
(shares: 76,321; cost: $948,484) 972,337 $ 972,337
Equity in Vanguard Money Market Federal
Portfolio 89,706 $89,706
(units: 89,706; cost: $89,706)
Equity in Temple-Inland Forest Products
Corporation Master Trust - Note E
(cost: $745,783) 766,596 766,596 - - -
Short-term investments 19,083 1,136 17,274 593 80
Interest and dividends receivable 53,595 9,548 75 43,505 467
Contributions receivable 113,734 41,412 52,774 17,320 2,228
Amounts due from other funds 22,341 - - 22,341 -
6,346,748 2,155,416 3,042,755 1,056,096 92,481
LIABILITIES
Amounts payable to other funds 22,341 2,104 20,237 - -
Amounts payable to participants 15,461 14,407 1,054 - -
37,802 16,511 21,291 - -
NET ASSETS AVAILABLE FOR BENEFITS $6,308,946 $2,138,905 $3,021,464 $1,056,096 $92,481
</TABLE>
See notes to financial statements
F-3
<PAGE>7
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEMPLE-INLAND SAVINGS PLAN
FOR
UNION EMPLOYEES
<CAPTION>
Year Ended December 31, 1993
Fixed Company Money
Income Stock Equity Market U.S. Treasury Index
Total Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Cash dividends $ 203,645 $ - $ 67,539 $ 135,817 $ - $ - $ 289
Interest 46,864 41,383 1,089 147 2,658 1,587 -
Gain on sale of assets 11,046 11,046 - - - - -
Equity in earnings of Temple-Inland
Forest Products Corporation
Master Trust--Note E 114,632 114,632 - - - - -
Increase (decrease) in unrealized
appreciation in aggregate market
value of investments--Note D 125,449 - 37,255 89,299 - (1,526) 421
CONTRIBUTIONS
Employee 1,422,898 564,050 534,619 296,867 13,198 5,490 8,674
Employer 320,035 - 320,035 - - - -
Transfers (to) from other funds - (260,889) 63,294 157,499 (8,060) 34,515 13,641
Distributions to participants (157,543) (68,993) (51,277) (35,803) (1,470) - -
Miscellaneous 2,250 (59) 1,326 987 (4) - -
INCREASE IN ASSETS 2,089,276 401,170 973,880 644,813 6,322 40,066 23,025
Net assets available for benefits
at beginning of year 6,308,946 2,138,905 3,021,464 1,056,096 92,481 - -
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $8,398,222 $2,540,075 $3,995,344 $1,700,909 $98,803 $40,066 $23,025
</TABLE>
See Notes to Financial Statements
F-4
<PAGE>8
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEMPLE-INLAND SAVINGS PLAN
FOR
UNION EMPLOYEES
<CAPTION>
Year Ended December 31, 1992
Fixed Company Money
Income Stock Equity Market
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Cash dividends $ 110,320 $ - $ 47,877 $ 62,443 $ -
Interest 116,541 112,238 1,140 215 2,948
Equity in earnings of Temple-Inland
Forest Products Corporation
Master Trust--Note E 20,811 20,811 - - -
Increase in unrealized appreciation
in aggregate market value of
investments--Note D 75,287 - 10,562 64,725 -
CONTRIBUTIONS
Employee 1,439,918 656,396 517,494 235,054 30,974
Employer 325,901 - 325,901 - -
Forfeitures ( 305) - ( 305) - -
Transfers (to) from other funds - ( 36,567) 1,612 37,984 (3,029)
Distribution to participants (153,545) ( 75,689) ( 41,985) ( 34,624) (1,247)
Miscellaneous (176) ( 89) ( 73) ( 13) ( 1)
INCREASE IN ASSETS 1,934,752 677,100 862,223 365,784 29,645
Net assets available for benefits
at beginning of year 4,374,194 1,461,805 2,159,241 690,312 62,836
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $6,308,946 $2,138,905 $3,021,464 $1,056,096 $92,481
</TABLE>
See Notes to Financial Statements
F-5
<PAGE>9
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEMPLE-INLAND SAVINGS PLAN
FOR
UNION EMPLOYEES
<CAPTION>
Year Ended December 31, 1991
Fixed Company Money
Income Stock Equity Market
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Cash dividends $ 104,559 $ - $ 29,366 72,350 $ 2,843
Interest 94,770 93,309 1,212 223 26
Loss on sale of assets (768) - - ( 768) -
Increase in unrealized appreciation
in aggregate market value of
investments--Note D 676,249 - 615,796 60,453 -
CONTRIBUTIONS
Employee 1,209,810 579,282 403,058 202,893 24,577
Employer 314,669 - 314,669 - -
Transfers (to) from other funds - 4,289 37,049 (41,522) 184
Distribution to participants (36,286) (25,035) ( 5,358) ( 4,445) (1,448)
Miscellaneous 654 ( 2) 667 ( 10) ( 1)
INCREASE IN ASSETS 2,363,657 651,843 1,396,459 289,174 26,181
Net assets available for benefits
at beginning of year 2,010,537 809,962 762,782 401,138 36,655
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $4,374,194 $1,461,805 $2,159,241 $690,312 $62,836
</TABLE>
See Notes to Financial Statements
F-6
<PAGE>10
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND SAVINGS PLAN FOR
UNION EMPLOYEES
December 31, 1993
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
Equity in Temple-Inland Forest Products Corporation Master Trust:
The Temple-Inland Forest Products Corporation Master Trust (the
"TIFPC Trust") comprised the assets of 11 savings plans, each of
which had an interest in the assets of the Trust as determined in
accordance with the Temple-Inland Forest Products Corporation
Trust Agreement. The TIFPC Trust contained a portion of fixed
income assets only. The plans individually represented employees
of a specific geographical or operation location of the Company.
Contributions were made by each of the plans to one Trustee and
the assets of the plans were held in common. The Plan's equity
in the Trust was based on a percentage allocation of the
aggregate market value of the Trust's assets. The Plan's equity
in the earnings of the Trust was based on a percentage allocation
of the Trust's investment income and increases or decreases in
realized and unrealized appreciation (depreciation) (see Note E).
In 1993, the TIFPC Trust was terminated and a majority of the
assets of the TIFPC Trust were transferred to the Temple-Inland
Employee Master Trust.
Equity in the Temple-Inland Employee Master Trust: In 1993, the
Temple-Inland Employee Master Trust(the "T-I Trust") was formed.
The assets of the T-I Trust are composed of the assets of 5
savings plans, each of which has an interest in the assets of the
T-I Trust as determined in accordance with the Temple-Inland
Employee Master Trust Agreement. The plans individually
represent employees of a specific geographical or operation
location of the Company. Contributions are made by each of the
plans to one Trustee. The assets of the T-I Trust are held in
common. The Plan's equity in the Temple-Inland stock fund and
the fixed income fund is based on a percentage allocation of the
Trust's investment income and increases or decreases in realized
and unrealized appreciation (depreciation) (see Note F).
Investments: Equity in the TIFPC Trust, the Temple-Inland Stock
Fund, and the Vanguard mutual funds are carried at market value
with the difference between cost and current market value
reflected in the statement of changes in net assets as increases
or decreases in unrealized appreciation or depreciation in market
value of investments. The market value of equity in the TIFPC
Trust represents contributions, less distributions (if any), plus
proportionate equity in the interest income and realized and
unrealized gains and losses on the underlying investments of the
TIFPC Trust (see Note E). The market value of equity in the
Temple-Inland Stock Fund is based on Temple-Inland common stock's
last sales price of the year as reported by the New York Stock
Exchange. The market values of investments in the Vanguard
mutual funds are based on the net asset value per unit as
reported by the National Association of Security Dealers for the
last business day of the year. Short-term investments and
investment in the Temple-Inland fixed income fund are carried at
cost, which approximates current value.
The T-I Trust is expected to continue the investment in group
annuity contracts for the fixed income fund. The value of these
contracts is not expected to materially change and the Plan does
not expect to terminate these contracts.
F-7
<PAGE>11
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND SAVINGS PLAN FOR
UNION EMPLOYEES
December 31, 1993
NOTE A--SIGNIFICANT ACCOUNTING POLICIES--Continued
Investment Income: Dividends are recorded as income on the
dividend record date. Realized gains or losses on investment
securities sold are determined on the basis of average cost.
NOTE B--DESCRIPTION OF THE PLAN
The Board of Directors of Temple-Inland Forest Products
Corporation (the "Company"), a wholly-owned subsidiary of Temple-
Inland Inc., approved the formation of the Temple-Inland Savings
Plan for Union Employees (the "Plan") effective July 1, 1993.
Prior year amounts have been restated for consistent
presentation. The Plan is a continuation of the Temple-Inland
FPC Savings Plan for Nonsalaried Employees of Evadale Mill. The
Temple-Inland FPC Savings Plan for Monroeville Nonsalaried
Employees was merged into the Plan effective July 1, 1993. Prior
year financial statements of the two plans were combined for
consistent presentation. The summary plan description that is
available from the Plan administrator contains information on
Plan eligibility and other detailed information about the Plan.
Participants can elect to make before-tax contributions (referred
to as "regular payroll contributions") through periodic payroll
deductions at the rate of 2 percent to 12 percent of the
participant's compensation. Before-tax contributions for 1993
are limited to $8,994 per year per participant. This dollar
limit is adjusted annually for inflation.
Substantially all Plan administrative expenses not borne directly
by the Employer are subsequently reimbursed to the Plan.
Participants may designate that their before-tax contributions be
made in multiples of 10 percent to any of five funds or a
combination thereof: a fixed income fund, a Company stock fund
(comprised of Temple-Inland Inc. common stock), an equity fund, a
U.S. Treasury Fund, or an index fund. Employer matching
contributions are invested only in the Company stock fund.
The number of participants in each fund at December 31, 1993 was
as follows: fixed income fund--399; Company stock fund--611;
equity fund--250; U.S. Treasury fund--11; index fund--19; money
market fund--53.
The Company has the right to terminate the Plan. In the event
the Plan is terminated, each participant's account shall become
nonforfeitable with respect to participant's contributions as
adjusted for earnings or losses. Any Company matching
contributions as adjusted for earnings or losses will be returned
to the Company.
NOTE C--INCOME TAX STATUS
The Temple-Inland FPC Savings Plan for non-salaried employees of
Evadale Mill has a determination letter dated August 28, 1991.
The Plan was amended effective July 1, 1993. Significant
amendments included changes in the employees allowed to
participate in the Plan, the vesting percentages, and the number
of investment options offered. Reference is made to the summary
plan description for detailed explanations.
F-8
<PAGE>12
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND SAVINGS PLAN FOR
UNION EMPLOYEES
December 31, 1993
NOTE C--INCOME TAX STATUS--Continued
The Company's intention is for the Plan to qualify under Sections
401(a) and 401(k) of the Internal Revenue Code and thus would not
be subject to tax under present income tax laws. Participants
are not subject to federal income tax until amounts are
distributed to them.
The Company intends to file appropriate documents with the
Internal Revenue Service to obtain assurance that the Plan
qualifies under Sections 401(a) of the Internal Revenue Code.
NOTE D--INVESTMENTS
The unrealized appreciation or depreciation in the aggregate
market value of investments, including equity in earnings of the
Trust, is summarized as follows:
<TABLE>
Company U.S.
Stock Equity Treasury Index
Total Fund Fund Bond Fund Fund
<S> <C> <C> <C> <C> <C>
Unrealized appreciation
(depreciation) at
December 31, 1990 $(84,716) $ 16,611 $(101,327) $ - $ -
Increase (decrease) 676,249 615,796 60,453
Unrealized appreciation
(depreciation) at
December 31, 1991 591,533 632,407 ( 40,874) - -
Increase (decrease) 75,287 10,562 64,725
Unrealized appreciation
(depreciation) at
December 31, 1992 666,820 642,969 23,851 - -
Increase (decrease) 125,449 37,255 89,299 (1,526) 421
Unrealized appreciation
(depreciation) at
December 31, 1993 $792,269 $680,224 $ 113,150 $(1,526) $421
</TABLE>
NOTE E--EQUITY IN TEMPLE-INLAND FOREST PRODUCTS CORPORATION
MASTER TRUST
The Plan's equity in the TIFPC Trust was based on a percentage
allocation of the aggregate market value of the Trust's assets.
Net assets of the TIFPC Trust (reported at market value) were
comprised of the following:
December 31, December 31,
1993 1992
Adjustable rate mortgage-
backed securities $ - $ 17,453,212
Interest Receivable - 46,830
$ - $ 17,500,042
F-9
<PAGE>13
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND SAVINGS PLAN FOR
UNION EMPLOYEES
December 31, 1993
NOTE E--EQUITY IN TEMPLE-INLAND FOREST PRODUCTS CORPORATION
MASTER TRUST
- - --Continued
Results of the TIFPC Trust's operations for the Plan periods
ended
December 31, 1993 and December 31, 1992 were as follows:
December 31, December 31,
1993 1992
Investment income $ 266,478 $ 638,526
Net realized and unrealized
appreciation (depreciation)
on investments 48,460 ( 129,355)
Net earnings from Trust
operations $ 314,938 $ 509,171
The Plan's proportionate interest in the TIFPC Trust's assets for
1992 was 4.38%.
NOTE F--EQUITY IN THE TEMPLE-INLAND EMPLOYEE MASTER TRUST
Net assets of the T-I Trust (reported at market value) as of
December 31, 1993 are comprised of the following:
Receivables $ 1,117,613
Registered Investment Companies 35,254,650
Common/Collective Trusts 5,001,318
Unallocated Insurance Contracts 55,013,841
Stock Funds and Other Blended Funds 117,355,101
Loans Other Than Mortgages 4,019,718
$217,762,241
F-10
<PAGE>14
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND SAVINGS PLAN FOR
UNION EMPLOYEES
December 31, 1993
NOTE F--EQUITY IN THE TEMPLE-INLAND EMPLOYEE MASTER TRUST --
Continued
Results of the T-I Trust's operations for the Plan year ended
December 31, 1993 were as follows:
Income $ 5,787,592
Gain on asset sale 169,122
Increase in unrealized appreciation 12,396,280
Contributions 18,361,232
Distributions to participants (7,426,163)
29,288,063
Asset transfers in 188,474,178
$ 217,762,241
The Plan's proportionate interest in the T-I Trust's operations
assets and the earnings for 1993 were 3.82% and 6.44%,
respectively.
NOTE G--SUBSEQUENT EVENT
Buna Lumber Operations nonsalaried employees became eligible to
participate in the Savings Plan for Union Employees on January 1,
1994 as part of a collective bargaining agreement between the
Company and the Buna Lumber operations' employees represented by
United Paperworkers International Union Local 801. Prior to the
effective date, covered employees were eligible to participate in
the Temple-Inland Employee Thrift Plan (the "Thrift Plan). In
the first quarter of 1994, existing participant accounts of the
Buna Lumber Operations nonsalaried employees were transferred
from the Thrift Plan to the Savings Plan for Union Employees.
F-11
<PAGE>15
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-25650) pertaining to the Temple-Inland
Savings Plan for Union Employees of our report dated May 27,
1994, with respect to the financial statements of the Temple-
Inland Savings Plan for Union Employees included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
/s/ ERNST & YOUNG
June 27, 1994
Houston, Texas
