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: 33-43802
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
Temple-Inland
Savings and Retirement Plan
(Formerly the Temple-Inland Financial Services
Savings and Retirement Plan)
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 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 and 1992 F-4, F-5
Notes to Financial Statements F-6-F-10
(b) Exhibits:
1. Consent of Ernst & Young
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 AND RETIREMENT PLAN
By:/s/ Jerry L. Fischer
Jerry L. Fischer
Plan Administrator
DATE: June 29, 1994
Report of Independent Auditors
Temple-Inland Savings and Retirement Plan
We have audited the accompanying statements of net assets
available for plan benefits with fund information of Temple-
Inland Savings and Retirement Plan 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
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
<CAPTION>
Year Ended December 31, 1993
Fixed Company
Income Stock Equity Wellington Index U.S. Treas. Loan
Total Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Equity in Temple-Inland Inc.
common stock fund $4,311,071 $4,311,071
(units: 385,606;
cost: $4,027,371)
Equity in Vanguard Windsor Fund 2,808,510 $2,808,510
(units: 201,906;
cost: $2,825,382)
Equity in Vanguard Wellington Fund 1,426,968 $1,426,968
(units: 69,949;
cost: $1,402,930)
Equity in Vanguard Index 500
Portfolio Fund 1,240,486 $1,240,486
(units: 28,302;
cost: $1,193,049)
Equity in Fixed Income Fund 5,001,318 $5,001,318
Participant loans outstanding 242,286 $242,286
Vanguard Intermediate Term
U.S. Treasury Portfolio 4,236,027 $4,236,027
(units: 395,521;
cost: $4,405,975)
Contributions receivable 249,774 119,601 73,950 33,080 - 18,009 5,134 -
19,516,440 5,120,919 4,385,021 2,841,590 1,426,968 1,258,495 4,241,161 242,286
LIABILITIES
Amounts payable 67,205 24,433 29,766 13,006 - - - -
NET ASSETS AVAILABLE FOR
BENEFITS $19,449,235 $5,096,486 $4,355,255 $2,828,584 $1,426,968 $1,258,495 $4,241,161 $242,286
</TABLE>
See Notes to Financial Statements
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
<CAPTION>
Year Ended December 31, 1992
Fixed Company
Income Stock Equity Wellington Index
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Certificates of deposit with
Guaranty Federal Bank $ 900,000 $ 900,000
Equity in Vanguard Windsor Fund 1,432,158 $1,432,158
(shares: 112,414; cost: $1,414,188)
Temple-Inland Inc. common stock 1,796,784 $1,796,784
(shares: 34,889; cost: $1,749,380)
Equity in Vanguard Wellington Fund 1,136,806 $1,136,806
(shares: 59,332; cost: $1,076,808)
Vanguard Index 500 Portfolio 591,446 $591,446
(shares: 14,436; cost: $526,866)
Equity in Temple-Inland Forest Products
Corporation Master Trust - Note F 4,282,887 4,282,887
(cost: $4,193,500)
Short-term investments 28,375 13,343 6,844 5,122 1,459 1,607
Interest and dividends receivable 109,659 8,696 165 62,950 29,759 8,089
Contributions receivable 388,786 172,307 96,850 47,087 36,356 36,186
Amounts due from other funds 171,622 - 5,332 44,865 33,021 88,404
10,838,523 5,377,233 1,905,975 1,592,182 1,237,401 725,732
LIABILITIES
Amounts payable to other funds 171,621 171,621 - - - -
Amounts payable to participants 177,248 84,062 20,712 29,910 18,109 24,455
348,869 255,683 20,712 29,910 18,109 24,455
NET ASSETS AVAILABLE FOR BENEFITS $10,489,654$5,121,550 $1,885,263$1,562,272$1,219,292 $701,277
</TABLE>
See notes to Financial Statements.
<TABLE>
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FU
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
<CAPTION>
Year Ended December 31, 1993
Fixed Company U.S.
Income Stock Equity Wellington Index Treasury Loan
Total Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Cash dividends $ 400,758 $ - $ 59,647 $ 224,393 $ 89,683 $ 27,035 $ - $ -
Interest 501,318 244,928 3,805 293 175 108 248,123 3,886
Gain on sale of assets 23,233 - 3,387 9,626 4,767 4,761 692 -
Increase (decrease) in unrealized
appreciation in aggregate market
value of investments--Note E 288,812 - 214,690 111,458 80,951 51,661 ( 169,948) -
Equity in earnings of Temple-Inland
Forest Products Corporation
Master Trust--Note F 61,639 61,639 - - - - - -
CONTRIBUTIONS--Note D
Employee 3,326,016 1,028,552 511,388 930,987 248,572 523,265 83,252 -
Employer 4,428,944 732,379 1,956,696 - - - 1,739,869 -
Forfeitures (296,984) (197,616) (99,368) - - - - -
Rollover from other qualified
plans 918,858 883,643 3,831 19,168 2,941 6,117 3,158 -
Transfers (to) from other funds - (2,527,408)( 39,410) 100,796 ( 141,958)( 10,723) 2,378,816 239,887
Distributions to participants ( 650,364)( 213,425)(129,059)( 134,334)( 90,847) ( 37,887) ( 43,325)( 1,487)
Miscellaneous ( 42,649) ( 37,756)( 15,615) 3,925 13,392 ( 7,119) 524 -
INCREASE (DECREASE) IN ASSETS 8,959,581 ( 25,064)2,469,992 1,266,312 207,676 557,218 4,241,161 242,286
Net assets available for benefits
at beginning of year $10,489,654 $5,121,550$1,885,263 $1,562,272 $1,219,292$ 701,277 $ - $ -
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $19,449,235 $5,096,486$4,355,255 $2,828,584 $1,426,968$1,258,495 $4,241,161 $242,286
</TABLE>
<TABLE>
STATEMENT OF INCOME AND CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
<CAPTION>
Year Ended December 31, 1992
Fixed Company
Income Stock Equity Wellington Index
Total Fund Fund fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Cash dividend $ 157,063$ - $ 2,371 $ 88,154 $ 55,948 $ 10,590
Interest 123,578 104,885 15,862 839 1,315 677
Gain on sale of assets 3,664 - - - - 3,664
Increase in unrealized appreciation
in aggregate market value of
investments--Note E 170,741 - 47,403 84,076 19,692 19,570
Equity in earnings of Temple-Inland
Forest Products Corporation Master
Trust--Note F 89,387 89,387 - - - -
CONTRIBUTIONS--Note D
Employee 2,437,665 775,537 368,004 556,832 455,888 281,404
Employer 3,346,887 1,793,662 1,553,225 - - -
Forfeitures (123,405) - (123,405) - - -
Rollover from other qualified plans 263,360 132,090 25,758 35,619 38,397 31,496
Transfers (to) from other funds - ( 167,871) 35,483 26,911 67,173 38,304
Distributions to participants (449,662)( 230,303)( 39,424)( 66,593)( 75,786) (37,556)
Miscellaneous 15,607 9,697 ( 14)( 663) 709 5,878
INCREASE IN ASSETS 6,034,885 2,507,084 1,885,263 725,175 563,336 354,027
Net assets available for benefits $ 4,454,769$2,614,466 $ - $ 837,097 $ 655,956 $347,250
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $10,489,654$5,121,550 $1,885,263 $1,562,272 $1,219,292 $701,277
</TABLE>
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
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 eleven 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 operating 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 is 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 F). 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 is
based on a percentage allocation of the Trust's investment income
and increases or decreases in realized and unrealized
appreciation (depreciation) (see Note G).
Investments: Equity in the TIFPC Trust, the Temple-Inland Stock
Fund, and in 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 F). 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 fixed income fund are carried at cost, which
approximates current value.
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.
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
December 31, 1993
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
and Retirement Plan (the "Plan") effective July 1, 1993. Prior
year financial statements of the two plans were combined for
consistent presentation. The Plan is a continuation of the
Temple-Inland Financial Services Savings and Retirement Plan and
the Temple-Inland Food Service Corporation Savings and Retirement
Plan. Prior year amounts have been restated 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.
Voluntary employee contributions to the Plan are made through
periodic payroll deductions at the rate of 1 percent to 16
percent of the participant's base compensation. Before-tax
contributions for 1993 are limited to $8,994 per year per
participant, subject to an annual adjustment for inflation.
Substantially all Plan administrative expenses not borne directly
by the Employer are subsequently reimbursed to the Plan.
Participants may designate that their contributions be made in
multiples of 10 percent to any of five funds: 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. Contributions by the employers are
invested only in the Company stock fund and are not subject to an
election by the participant.
The number of participants in each fund at December 31, 1993 was
as follows: fixed income fund --1,412; Company stock fund --
1,815; equity fund --1,130; Wellington fund --690; index fund --
772; U.S. Treasury fund --2,652; and loan fund --95.
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 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.
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 other than loans
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.
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
December 31, 1993
NOTE D--CONTRIBUTIONS
Contributions, net of forfeitures to the Plan are shown below:
Total Employee Employer
Year Ended December 31, 1993
Temple-Inland Food Service
Corporation $ 755,533 $ 333,345 $ 422,188
Temple-Inland Financial Services 6,702,443 2,992,671 3,709,772
$7,457,976 $3,326,016 $4,131,960
Year Ended December 31, 1992
Temple-Inland Food Service
Corporation $ 580,912 $ 248,963 $ 331,949
Temple-Inland Financial Services 5,080,235 2,188,702 2,891,533
$5,661,147 $2,437,665 $3,223,482
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
December 31, 1993
NOTE E--INVESTMENTS
<TABLE>
The unrealized appreciation or depreciation in the aggregate market value of investments, including
equity in the earnings of the Trust, is summarized as follows:
<CAPTION>
Company U.S.
Stock Equity Wellington Treasury Index
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Unrealized appreciation
(depreciation) at
December 31, 1992 $ 170,741 $ 47,403 $ 84,076 $ 19,692 $ - $19,570
Increase (decrease) 288,812 214,690 111,458 80,951 (169,948) 51,661
Unrealized appreciation
(depreciation) at
December 31, 1993 $ 459,553 $ 262,093 $ 195,534 $ 100,643 $(169,948) $71,231
</TABLE>
NOTES TO FINANCIAL STATEMENTS
TEMPLE-INLAND
SAVINGS AND RETIREMENT PLAN
December 31, 1993
NOTE F--EQUITY IN TEMPLE-INLAND FOREST PRODUCTS CORPORATION
MASTER TRUST
The Plan's equity in the TIFPC Trust is 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) are
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
Results of the TIFPC Trust's operations for the Plan years 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 was
24.47 percent in 1992.
NOTE G--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
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)
29,288,064
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 was 8.85% and 21.69%,
respectively.
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-43802) pertaining to the Temple-Inland
Savings and Retirement Plan of our report dated May 27, 1994,
with respect to the financial statements of the Temple-Inland
Savings and Retirement Plan included in this Annual Report (Form
11-K) for the year ended December 31, 1993.
/s/ ERNST & YOUNG
June 27, 1994
Houston, Texas
