TEMPLE INLAND INC
10-Q, 1996-08-12
PAPERBOARD MILLS
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                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549

                            FORM 10-Q
(Mark One)

[ X ]  Quarterly Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934 for the Quarterly Period
       Ended June 29, 1996                                  

                                OR

[   ]  Transition Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934 for the Transition Period
       From ________________________ to ______________________
      
Commission File Number                    1-8634              

                          Temple-Inland Inc.                  
          (Exact name of registrant as specified in its charter)

              Delaware                           75-1903917   
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)            Identification Number)

     303 South Temple Drive, Diboll, Texas              75941 
   (Address of principal executive offices)         (Zip Code)

                             (409) 829-2211                   
            (Registrant's telephone number, including area code)

                            Not Applicable                    
       (Former name, former address and former fiscal year,
                  if changed since last report.)

        Indicate  whether  the  registrant  (1)  has  filed  all
reports  required  to  be  filed  by  Section  13 or 15(d) of the
Securities  Exchange  Act  of 1934 during the preceding 12 months
(or  for  such shorter period that the registrant was required to
file  such  reports),  and  (2)  has  been  subject to the filing
requirements for the past 90 days.

                    Yes  X               No_____


        Indicate the number of shares outstanding of each of the
issuer's  classes  of  common stock, as of the latest practicable
date:

                             Number of common shares outstanding
           Class                    as of June 29, 1996
        
      Common Stock (par
      value $1.00 per share)              55,448,614


The Exhibit Index appears on page 19 of this report.


<PAGE>2




                  PART I.  FINANCIAL INFORMATION
                       FINANCIAL STATEMENTS



Summarized Statements of Income
Parent Company (Temple-Inland Inc.)
Unaudited





                                Second Quarter            First Six Months   
                                1996        1995         1996        1995   
                                              (in millions)

Revenues
Net sales                     $ 666.6     $ 697.5     $ 1,328.2   $ 1,358.3
Financial services earnings      29.7        24.0          54.4        38.2
                                696.3       721.5       1,382.6     1,396.5
                                                                  
Costs and Expenses                                                
Cost of sales                   543.5       530.2       1,069.4     1,040.3
Selling and administrative       72.1        62.6         134.6       122.2
                                615.6       592.8       1,204.0     1,162.5
                                                                  
Operating Income                 80.7       128.7         178.6       234.0
                                                                  
Interest - net                  (27.5)      (17.3)        (54.2)      (33.9)
                                                                  
Other                             1.3          .7           1.5         1.7
                                                                  
Income Before Taxes              54.5       112.1         125.9       201.8
                                                                  
Taxes on income                  19.1        39.2          44.1        70.6

Net Income                    $  35.4     $  72.9     $    81.8   $   131.2



See notes to consolidated financial statements.


<PAGE>3




Summarized Balance Sheets
Parent Company (Temple-Inland Inc.)
Unaudited




                                                 June 29,      December 30,
                                                   1996           1995    
                                                       (in millions)
ASSETS

Current Assets
Cash                                            $    15         $    15
Receivables, less allowances of
  $8 million in 1996 and $8
  million in 1995                                   315             285
Inventories:
  Work in process and finished goods                108              99
  Raw materials                                     220             239
                                                    328             338
Prepaid expenses                                     14              15
  Total current assets                              672             653

Investment in Financial Services                    615             605

Property and Equipment
Buildings                                           490             469
Machinery and equipment                           3,510           3,323
Less allowances for depreciation and 
  amortization                                   (1,796)         (1,702)
                                                  2,204           2,090
Construction in progress                            110             225
                                                  2,314           2,315
Timber and timberlands--less depletion              507             445
Land                                                 30              28
  Total property and equipment                    2,851           2,788

Other Assets                                        169             167

Total Assets                                    $ 4,307         $ 4,213


See notes to consolidated financial statements.


<PAGE>4




Summarized Balance Sheets - Continued
Parent Company (Temple-Inland Inc.)
Unaudited




                                                 June 29,     December 30,
                                                   1996          1995    
                                                     (in millions)

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable                                $   129        $   138
Accrued expenses                                    145            157
Employee compensation and benefits                   20             37
Current portion of long-term debt                     3              5
  Total current liabilities                         297            337

Long-Term Debt                                    1,596          1,489

Deferred Income Taxes                               247            259

Postretirement Benefits                             135            132

Other Liabilities                                    32             21

Shareholders' Equity                              2,000          1,975


Total Liabilities and Shareholders' Equity      $ 4,307        $ 4,213


See notes to consolidated financial statements.


<PAGE>5




Summarized Statements of Cash Flows
Parent Company (Temple-Inland Inc.)
Unaudited




                                                      First Six Months   
                                                      1996        1995   
                                                        (in millions)
Cash Provided by (Used for) Operations
Net income                                         $    81.8   $   131.2
Adjustments to reconcile net income to net cash:               
  Depreciation and depletion                           120.4       103.5
  Deferred taxes                                       (11.4)       21.1
  Unremitted earnings of affiliates                    (33.0)      (24.6)
  Receivables                                          (31.0)      (94.4)
  Inventories                                           18.1       (55.8)
  Prepaid expenses                                       3.5         2.9
  Accounts payable and accrued expenses                (41.1)      (27.9)
  Other                                                 13.7        (8.3)
                                                       121.0        47.7
                                                               
Cash Provided by (Used for) Investments                        
Capital expenditures                                  (166.1)     (187.6)
Investment in joint ventures                           (14.0)          -
Sale of property and equipment                           2.6         6.3
Capital contribution to financial services                 -       (35.0)
Dividends from financial services                       11.2           -
Other                                                   (3.0)       (1.6)
                                                      (169.3)     (217.9)
                                                               
Cash Provided by (Used for) Financing                          
Change in debt, net                                     94.3       199.1
Purchase of stock for treasury                         (12.8)        (.2)
Cash dividends paid to shareholders                    (33.3)      (30.3)
Other                                                     .5         1.1 
                                                        48.7       169.7
                                                               
Effect of exchange rate changes on cash and
  cash equivalents                                         -         (.2)

Net increase (decrease) in cash and cash
  equivalents                                             .4         (.7)
                                                               
Cash and cash equivalents at beginning
  of period                                             14.7        13.0
                                                               
Cash and cash equivalents at end of period         $    15.1   $    12.3

 
See notes to consolidated financial statements.


<PAGE>6


Summarized Statements of Income
Temple-Inland Financial Services
Unaudited


                                   Second Quarter         First Six Months 
                                  1996        1995        1996        1995  
                                                (in millions)
Interest income
Mortgage-backed and investment 
  securities                    $  46.7     $  52.5     $  96.4     $ 103.1
Loans receivable and mortgage
  loans held for sale             105.7        90.7       207.5       171.5
Assisted assets                       -         6.1           -        12.2
Other earning assets                5.2         6.1        10.9        11.6
    Total interest income         157.6       155.4       314.8       298.4
                                                                    
Interest expense                                                    
Deposits                           77.3        78.7       155.7       152.6
Borrowed funds                     31.0        31.2        60.5        60.3
    Total interest expense        108.3       109.9       216.2       212.9
                                                                    
Net interest income                49.3        45.5        98.6        85.5
                                                                    
Provision for loan losses           2.9         3.7         9.1         9.0
                                                                    
Net interest income after provision
  for loan losses                  46.4        41.8        89.5        76.5
                                                                    
Noninterest income
Loan servicing fees                13.8        10.6        27.5        20.4
Loan origination and marketing      7.6         1.6        14.2         2.8
Other                              26.5        23.9        47.3        43.8
                                   47.9        36.1        89.0        67.0

Noninterest expense                                                 
Compensation and benefits          25.4        23.3        50.6        45.4
Other                              39.2        30.6        73.5        59.9
    Total noninterest expense      64.6        53.9       124.1       105.3
                                                                    
Income before taxes                29.7        24.0        54.4        38.2
                                                                    
Taxes on income                    11.7         7.9        21.4        13.6
                                                                    
Net income                      $  18.0     $  16.1     $  33.0     $  24.6


See notes to consolidated financial statements.


<PAGE>7




Summarized Balance Sheets
Temple-Inland Financial Services
Unaudited




                                            June 30,           December 31,
                                              1996                1995    
                                                    (in millions)
ASSETS

Cash and cash equivalents                  $   362              $   343
Mortgage loans held for sale                   193                  106
Loans receivable                             5,111                4,764
Mortgage-backed and investment
  securities                                 3,192                3,424
Other assets                                   617                  574
                                                               
TOTAL ASSETS                               $ 9,475              $ 9,211


LIABILITIES

Deposits                                   $ 6,337              $ 6,377
Securities sold under repurchase
  agreements                                 1,994                1,604
Federal Home Loan Bank advances                 55                  155
Other borrowings                               130                  113
Other liabilities                              344                  357

TOTAL LIABILITIES                            8,860                8,606

SHAREHOLDER'S EQUITY                           615                  605

TOTAL LIABILITIES AND SHAREHOLDER S
EQUITY                                     $ 9,475              $ 9,211


See notes to consolidated financial statements.


<PAGE>8

Summarized Statements of Cash Flows
Temple-Inland Financial Services
Unaudited


                                                        First Six Months  
                                                       1996         1995  
                                                         (in millions)
Cash Provided by (Used for) Operations
Net income                                           $  33.0      $  24.6
Adjustments to reconcile net income
  to net cash:
    Amortization, accretion and depreciation            17.1         11.9
    Provision for loan losses                            9.1          9.0
    Receivable from FDIC                                 7.4          9.3
    Mortgage loans held for sale                       (36.2)        (4.4)
    Collections and remittances on loans
      serviced for others, net                         (51.7)        23.0
    Other                                              (53.1)       (13.5)
                                                       (74.4)        59.9
Cash Provided by (Used for) Investments
Purchases of mortgage-backed and investment
  securities held-to-maturity                            (.1)           -
Purchases of mortgage-backed and investment
  securities available-for-sale                         (2.2)       (53.7)
Maturities of mortgage-backed and investment
  securities held-to-maturity                          162.0        198.1
Maturities of mortgage-backed and investment
  securities available-for-sale                         47.8         11.0
Proceeds from sales of loans and mortgage-
  backed and investment securities available-
  for-sale                                               4.3        192.6
Loans originated net of principal collected           (359.1)      (889.0)
Reduction in covered assets                                -         88.3
Other                                                  (14.0)       (37.4)
                                                      (161.3)      (490.1)
Cash Provided by (Used for) Financing
Net increase (decrease) in deposits                    (38.9)       (37.6)
Net increase (decrease) in securities sold 
  under repurchase agreements and short-term 
  borrowings                                           341.9        372.7
Change in debt, net                                    (85.5)        16.6
Capital contribution from parent                           -         35.0
Dividends paid to parent                               (11.2)           -
Other                                                   47.8         72.7
                                                       254.1        459.4

Net increase in cash and cash equivalents               18.4         29.2

Cash and cash equivalents at beginning of period       343.1        301.8

Cash and cash equivalents at end of period           $ 361.5      $ 331.0


See notes to consolidated financial statements.


<PAGE>9


Consolidated Statements of Income
Temple-Inland Inc. and Subsidiaries
Unaudited


                                 Second Quarter           First Six Months  
                                1996        1995         1996        1995   
                                 (In millions, except for per share data)

Revenues
Manufacturing net sales       $ 666.6     $ 697.5     $ 1,328.2   $ 1,358.3
Financial services revenues     205.5       191.5         403.8       365.4
                                872.1       889.0       1,732.0     1,723.7
                                                      
Costs and Expenses                                    

Manufacturing costs and
  expenses                      615.6       592.8       1,204.0     1,162.5
Financial services expenses     175.8       167.5         349.4       327.2
                                791.4       760.3       1,553.4     1,489.7

Operating Income                 80.7       128.7         178.6       234.0
                                                      
Parent Company Interest - net   (27.5)      (17.3)        (54.2)      (33.9)
                                                      
Other                             1.3          .7           1.5         1.7
                                                      
Income Before Taxes              54.5       112.1         125.9       201.8
                                          
Taxes on Income                  19.1        39.2          44.1        70.6

Net Income                    $  35.4     $  72.9     $    81.8   $   131.2


Earnings per share              $ .63       $1.30         $1.47       $2.34

Dividends Paid Per Share of                           
  Common Stock                  $ .30       $ .27         $ .60       $ .54

Weighted Average Shares                                           
  Outstanding                    55.6        56.1          55.6        56.1


See notes to consolidated financial statements.


<PAGE>10

Consolidated Balance Sheets
Temple-Inland Inc. and Subsidiaries
June 29, 1996
Unaudited

                                     Parent     Financial
                                    Company      Services    Consolidated
                                              (in millions)
ASSETS

Cash and cash equivalents          $    15      $   362       $   377
Mortgage loans held for sale             -          193           193
Loans receivable                         -        5,111         5,111
Mortgage-backed and investment
  securities                             -        3,192         3,192
Trade and other receivables            315            -           313
Inventories                            328            -           328
Property & equipment                 2,851           77         2,928
Other assets                           183          540           679
Investment in affiliates               615            -             -
                                                             
TOTAL ASSETS                       $ 4,307      $ 9,475       $13,121

LIABILITIES

Deposits                           $     -      $ 6,337       $ 6,337
Securities sold under repurchase
  agreements and Federal Home 
  Loan Bank advances                     -        2,049         2,049
Other liabilities                      329          344           657
Long-term debt                       1,596          130         1,726
Deferred income taxes                  247            -           217
Postretirement benefits                135            -           135
                                                             
TOTAL LIABILITIES                  $ 2,307      $ 8,860        11,121

SHAREHOLDERS' EQUITY

Preferred stock - par value $1 per share:
  authorized 25,000,000 shares; none issued                         - 
Common stock - par value $1 per share:
  authorized 200,000,000 shares; issued
  61,389,552 shares including shares held
  in the treasury                                                  61
Additional paid-in capital                                        304
Translation and other adjustments                                 (26)
Retained earnings                                               1,822
                                                                2,161
Cost of shares held in the treasury:
  5,940,938 shares                                               (161)

TOTAL SHAREHOLDERS' EQUITY                                      2,000

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $13,121

See the notes to the consolidated financial statements.


<PAGE>11

Consolidated Balance Sheets
Temple-Inland Inc. and Subsidiaries
December 30, 1995
Unaudited

                                     Parent     Financial
                                    Company      Services    Consolidated
                                              (in millions)

ASSETS

Cash and cash equivalents          $    15      $   343       $   358
Mortgage loans held for sale             -          106           106
Loans receivable                         -        4,764         4,764
Mortgage-backed and investment
  securities                             -        3,424         3,424
Trade and other receivables            285            -           283
Inventories                            338            -           338
Property & equipment                 2,788           76         2,864
Other assets                           182          498           627
Investment in affiliates               605            -             -
                                                             
TOTAL ASSETS                       $ 4,213      $ 9,211       $12,764

LIABILITIES

Deposits                           $     -      $ 6,377       $ 6,377
Securities sold under repurchase                             
  agreements and Federal Home                                
  Loan Bank advances                     -        1,759         1,759
Other liabilities                      358          357           702
Long-term debt                       1,489          113         1,602
Deferred income taxes                  259            -           217
Postretirement benefits                132            -           132
                                                             
TOTAL LIABILITIES                  $ 2,238      $ 8,606        10,789

SHAREHOLDERS' EQUITY

Preferred stock - par value $1 per share:
  authorized 25,000,000 shares; none issued                         - 
Common stock - par value $1 per share:
  authorized 200,000,000 shares; issued
  61,389,552 shares including shares held
  in the treasury                                                  61
Additional paid-in capital                                        306
Translation and other adjustments                                 (14)
Retained earnings                                               1,773
                                                                2,126
Cost of shares held in the treasury:
  5,731,411 shares                                               (151)

TOTAL SHAREHOLDERS' EQUITY                                      1,975

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $12,764


See the notes to the consolidated financial statements.


<PAGE>12

Consolidated Statements of Cash Flows
Temple-Inland Inc. and Subsidiaries
Unaudited
                                                       First Six Months  
                                                      1996        1995   
                                                        (in millions)
Cash Provided by (Used for) Operations                         
Net income                                         $    81.8   $   131.2
Adjustments to reconcile net income to                         
  net cash:                                                    
    Depreciation and depletion                         124.9       107.4
    Amortization and accretion                          12.5         8.0
    Deferred taxes                                       6.2        32.1
    Receivable from FDIC                                 7.4         9.3
    Trade and other receivables                        (31.0)      (94.4)
    Accounts payable and accrued expenses              (40.9)      (32.0)
    Inventories                                         18.1       (55.8)
    Mortgage loans held for sale                       (36.2)       (4.4)
    Increase (decrease) in collections and
      remittances on loans serviced for
      others, net                                      (51.7)       23.0
    Other                                              (44.6)      (16.8)
                                                        46.5       107.6
Cash Provided by (Used for) Investments                        
Capital expenditures                                  (172.7)     (205.4)
Purchases of mortgage-backed and investment
  securities held-to-maturity                            (.1)          -
Purchases of mortgage-backed and investment
  securities available-for-sale                         (2.2)      (53.7)
Maturities of mortgage-backed and investment
  securities held-to-maturity                          162.0       198.1
Maturities of mortgage-backed and investment
  securities available-for-sale                         47.8        11.0
Proceeds from sales of mortgage-backed and 
  investment securities available-for-sale               4.3       192.6
Loans originated net of principal collected           (359.1)     (889.0)
Reduction in covered assets                                -        88.3
Other                                                  (21.7)      (14.9)
                                                      (341.7)     (673.0)
Cash Provided by (Used for) Financing                          
Additions to debt                                      230.2       252.6
Payments of debt                                      (221.4)      (36.9)
Net increase (decrease) in short-term
  borrowings and repurchase agreements                 341.9       372.7
Cash dividends paid to shareholders                    (33.3)      (30.3)
Net increase (decrease) in deposits                    (38.9)      (37.6)
Other                                                   35.5        73.6
                                                       314.0       594.1
Effect of exchange rate changes on cash and
  cash equivalents                                         -         (.2)

Net increase (decrease) in cash and
  cash equivalents                                      18.8        28.5
                                                               
Cash and cash equivalents at beginning of period       357.8       314.8
                                                               
Cash and cash equivalents at end of period         $   376.6   $   343.3

See notes to consolidated financial statements.


<PAGE>13


               TEMPLE-INLAND INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. 
However, because certain assets and liabilities are in separate
corporate entities, the consolidated assets are not available to
satisfy all consolidated liabilities.  In the opinion of
management, all adjustments (consisting only of normal accruals)
considered necessary for a fair presentation have been included. 
For further information, refer to the consolidated financial
statements and footnotes included in, or incorporated into,
Temple-Inland Inc.'s (the "Company") Annual Report on Form 10-K
for the fiscal year ended December 30, 1995.

The consolidated financial statements include the accounts of
Temple-Inland Inc. and all subsidiaries in which the Company has
more than a 50 percent equity ownership.  All material
intercompany amounts and transactions have been eliminated. 

Included as an integral part of the consolidated financial
statements are separate summarized financial statements for the
Company's primary business groups.

The Parent Company (Temple-Inland Inc.) summarized financial
statements include the accounts of Temple-Inland Inc. and its
manufacturing subsidiaries with the Financial Services
subsidiaries and the 20 percent to 50 percent owned companies
being reflected in the financial statements on the equity basis.

The Temple-Inland Financial Services Group summarized financial
statements include savings bank, mortgage banking and real estate
development activities and insurance operations.


NOTE B - CONTINGENCIES

There are pending against the Company and its subsidiaries
lawsuits and claims arising in the regular course of business.

In the opinion of management, recoveries, if any, by plaintiffs
or claimants that may result from the foregoing litigation and
claims will not be material in relation to the consolidated
financial statements of the Company and its subsidiaries.


<PAGE>14




               MANAGEMENT'S DISCUSSION AND ANALYSIS




Results of Operations

Results of operations, including information regarding the
Company's principal business segments, are shown below:



                                     Second Quarter        First Six Months  
                                    1996       1995        1996        1995  
                                                (in millions)
Revenues
Corrugated container              $ 429.5    $ 476.4    $   876.9   $   909.8
Bleached paperboard                 102.9       92.3        198.0       187.0
Building products                   134.2      128.8        253.3       261.5
  Manufacturing net sales           666.6      697.5      1,328.2     1,358.3
Financial services                  205.5      191.5        403.8       365.4
  Total revenues                  $ 872.1    $ 889.0    $ 1,732.0   $ 1,723.7



Income
Corrugated container              $  42.7    $  87.1    $   115.6   $   151.9
Bleached paperboard                 (11.1)       8.1        (21.4)       15.6
Building products                    24.2       15.3         39.8        39.0
  Operating profit                   55.8      110.5        134.0       206.5
Financial services                   29.7       24.0         54.4        38.2
                                     85.5      134.5        188.4       244.7
Corporate expenses                   (4.8)      (5.8)        (9.8)      (10.7)
Parent company interest - net       (27.5)     (17.3)       (54.2)      (33.9)
Other - net                           1.3         .7          1.5         1.7
  Income before taxes                54.5      112.1        125.9       201.8
Taxes on income                      19.1       39.2         44.1        70.6
    Net income                    $  35.4    $  72.9    $    81.8   $   131.2


<PAGE>15

Second Quarter 1996 vs. Second Quarter 1995

Second quarter earnings for 1996 totaled $35.4 million, or $.63
per share, a decrease of 51 percent from 1995 second quarter
earnings of $72.9 million, or $1.30 per share.  Revenues for the
period were $872.1 million, down two percent from the $889.0
million reported in the same quarter of 1995.

The Corrugated Container Group earned $42.7 million in the
quarter, down from $87.1 million from the second quarter of 1995. 
This decline in earnings was attributable primarily to
deteriorating prices for containerboard and corrugated
containers.  Those prices began to fall late last year and
continued to decline throughout the second quarter of this year. 
As in the last two quarters of 1995, the Company curtailed
production during the quarter to control inventory levels.

The Bleached Paperboard Group lost $11.1 million in the quarter. 
Although sales were 11 percent above 1995 second quarter levels,
product prices declined and the Company still limited production
to control inventory levels.  During the quarter, the Company
continued its activities to consolidate management of its paper
operations in order to better serve its customers in both the
bleached and unbleached segments of the business.  Results for
the Bleached Paperboard Group include a $5.0 million charge
associated with these consolidation and restructuring efforts. 
Excluding this charge, the Bleached Paperboard Group lost $6.1
million in the quarter compared with operating earnings of $8.1
million in the second quarter of 1995. 

The Building Products Group earned $24.2 million in the quarter,
up from the $15.3 million earned in the second quarter last year. 
This increase resulted from improved price levels in lumber and
fiber products along with substantial reductions in net wood
costs for the solid wood group.  

The Financial Services Group earned $29.7 million, up $5.7
million from the second quarter last year.  Increase in net
interest income because of a larger loan portfolio and
continuation of productivity programs contributed to the earnings
improvement.

Net interest expense increased to $27.5 million in the second
quarter of 1996 compared with $17.3 million in the second quarter
of last year.  The increase in net interest expense is primarily
due to a decrease in capitalized interest from $10.4 million in
the second quarter of 1995 to $1.0 million in the second quarter
of 1996 due to the completion of the Bleached Paperboard Group s
modernization and expansion projects.  Gross interest increased
slightly from $27.7 million in the second quarter of 1995 to
$28.5 million in the second quarter of 1996, due to higher levels
of debt outstanding.


<PAGE>16
First Half of 1996 vs. First Half of 1995

Earnings for the first six months of 1996 were $81.8 million, or
$1.47 per share compared with $131.2 million, or $2.34 per share
for the first half of last year.  Revenues of $1,732.0 million
were up from the 1995 first half of $1,723.7 million.

The Corrugated Container Group's earnings of $115.6 million were
down 24 percent from last year.  As the U.S. economy slowed in
the second half of 1995, demand for containerboard and corrugated
containers softened.  This trend continued in the second quarter
leading to a significant decline in prices for containerboard and
corrugated containers.  Corrugated container shipments improved
from first quarter levels, building momentum throughout the
second quarter.  The activity level in June was the best of any
month since January 1995.

The Bleached Paperboard Group lost $21.4 million compared with
earnings of $15.6 million in the first six months of 1995. 
Excluding the $5.0 million charge for consolidation and
restructuring, the Bleached Paperboard Group lost $16.4 million
year-to-date.  Demand for the bleached paperboard products
strengthened during the quarter and production levels improved. 
Although sales were six percent above last year s level, product
prices declined and the Company still limited production to
control inventory levels.  The current backlog of orders has
improved from first quarter levels.  

The Building Products Group earned $39.8 million in the first
half of 1996 compared with $39.0 million last year.  Demand for
fiberboard and gypsum strengthened during the quarter which had a
positive impact on earnings.  In May, this group began its major
renovation of the Monroeville, Alabama, particleboard mill.  This
mill is expected to resume production in August.  Similar
renovations to the Diboll, Texas, particleboard mill are
scheduled to start in the fourth quarter.

Earnings for the Financial Services Group were $54.4 million for
the period, an increase of $16.2 million from last year's
comparable period.  Increase in net interest income, noninterest
income and decrease in noninterest expense were the major factors
of this positive contribution.  The loan portfolio is at a record
level which is 61 percent of total earning assets.

Financial Condition

The Company s financial condition continues to be strong. 
Internally generated funds, existing credit facilities and the
capacity to issue long-term debt are sufficient to fund projected
capital expenditures, to service existing debt, to pay dividends
and to meet normal working capital requirements.  During the
first half of 1996, the Parent Company s debt increased $94.3
million, mainly through issuance of commercial paper and bank
debt primarily to cover capital expenditures.   Debt maturities
of $98.4 million during the first half of 1996 were refinanced
through commercial paper and bank borrowings.

Guaranty Federal Bank continues to meet all three regulatory
requirement formulae set out under the Financial Institution
Reform, Recovery and Enforcement Act of 1989 ( FIRREA ).


<PAGE>17


                   PART II.  OTHER INFORMATION



Item 1.      Legal Proceedings.
             The information set forth in Note B to Notes to
             Consolidated Financial Statements in Part I of this
             report is incorporated by reference thereto.

Item 2.      Changes in Securities.
             Not Applicable.

Item 3.      Defaults Upon Senior Securities.
             Not Applicable.

Item 4.      Submission of Matters to a Vote of Security Holders.
             Not Applicable

Item 5.      Other Information.
             Not Applicable.

Item 6.      Exhibits and Reports on Form 8-K.
             (a) Exhibits.



   Regulation S-K
   Exhibit Number

      (11)   Statement re computation of per share earnings

      (27)   Financial Data Schedule

             (b)   Reports on Form 8-K.  During the six months 
                   ended June 29, 1996, the Company did not file
                   any reports on Form 8-K.


<PAGE>18



                            SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                            TEMPLE-INLAND INC.
                               (Registrant)






Date:  August 9, 1996       By    /s/ David H. Dolben       
                              David H. Dolben
                              Vice President and
                              Chief Accounting Officer<PAGE>


<PAGE>19



                          EXHIBIT INDEX




The following is an index of the exhibits filed herewith.  The
page reference set forth opposite the description of exhibits
included in such index refer to the pages under the sequential
numbering system prescribed by Rule 0-3(b) under the Securities
Exchange Act of 1934.




Regulation S-K
   Exhibit                                       Sequential
    Number                                       Page Number

     (11)           Statement re computation of      20
                      per share earnings.            

     (27)           Financial Data Schedule          21
         <PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED INCOME STATEMENTS FOR
TEMPLE-INLAND INC. AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               JUN-29-1996
<CASH>                                             377
<SECURITIES>                                         0
<RECEIVABLES>                                      313
<ALLOWANCES>                                         0
<INVENTORY>                                        328
<CURRENT-ASSETS>                                     0
<PP&E>                                           2,928
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  13,121
<CURRENT-LIABILITIES>                                0
<BONDS>                                          1,726
                                0
                                          0
<COMMON>                                            61
<OTHER-SE>                                       2,100
<TOTAL-LIABILITY-AND-EQUITY>                    13,121
<SALES>                                          1,328
<TOTAL-REVENUES>                                 1,732
<CGS>                                            1,204
<TOTAL-COSTS>                                    1,553
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  54
<INCOME-PRETAX>                                    126
<INCOME-TAX>                                        44
<INCOME-CONTINUING>                                 82
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        82
<EPS-PRIMARY>                                     1.47
<EPS-DILUTED>                                     1.47
        

</TABLE>







                                 EXHIBIT (11)

                      TEMPLE-INLAND INC. AND SUBSIDIARIES
               STATEMENT RE:  COMPUTATION OF PER SHARE EARNINGS

                   (in thousands, except for per share data)



                                    
                                       Second Quarter      First Six Months  
                                      1996       1995      1996       1995  

Primary
Average common shares outstanding     55,504     56,098    55,534     56,081
Net effect of dilutive stock options
  based on treasury stock method using
  average market price                    59         12        31         43

Weighted average shares outstanding   55,563     56,110    55,565     56,124


  Net income                        $ 35,406   $ 72,936  $ 81,832   $131,226

  Earnings per share                  $  .63     $ 1.30    $ 1.47     $ 2.34

Fully Diluted
Average common shares outstanding     55,504     56,098    55,534     56,081
Net effect of dilutive stock options
  based on treasury stock method
  using the closing market price, if
  higher than average market price       105         72        54         73

Weighted average shares outstanding   55,609     56,170    55,588     56,154

  Net income                        $ 35,406   $ 72,936  $ 81,832   $131,226

  Earnings per share                  $  .63     $ 1.30    $ 1.47     $ 2.34


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