TEMPLE INLAND INC
10-Q, 1996-11-12
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 September 28, 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 September 28, 1996
          
      Common Stock (par
      value $1.00 per share)                    55,418,415


The Exhibit Index appears on page 20 of this report.


<PAGE>2
                        PART I.  FINANCIAL INFORMATION
                             FINANCIAL STATEMENTS



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


                                   Third Quarter         First Nine Months  
                                  1996      1995         1996        1995   
                                              (in millions)

Revenues
Net sales                       $ 646.7   $ 673.7     $ 1,974.9   $ 2,032.0
Financial services earnings       (17.6)     24.9          36.8        63.1
                                  629.1     698.6       2,011.7     2,095.1
                                                                  
Costs and Expenses                                                
Cost of sales                     550.9     486.2       1,620.3     1,526.5
Selling and administrative         50.6      66.1         185.2       188.3
                                  601.5     552.3       1,805.5     1,714.8
                                                                  
Operating Income                   27.6     146.3         206.2       380.3
                                                                  
Interest - net                    (27.4)    (16.7)        (81.6)      (50.6)
                                                                  
Other                               1.6        .8           3.1         2.5
                                                                  
Income Before Taxes                 1.8     130.4         127.7       332.2
                                                                  
Settlement of FDIC tax-
  sharing                         (31.5)        -         (31.5)          -

Taxes on income                      .6      45.6          44.7       116.2

Net Income                      $  32.7   $  84.8     $   114.5   $   216.0



See notes to consolidated financial statements.


<PAGE>3

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



                                             September 28,    December 30,
                                                 1996             1995    
                                                    (in millions)
ASSETS

Current Assets
Cash                                          $    15          $    15
Receivables, less allowances of
  $10 million in 1996 and $8
  million in 1995                                 315              285
Inventories:
  Work in process and finished goods              108               99
  Raw materials                                   215              239
                                                  323              338
Prepaid expenses                                   17               15
  Total current assets                            670              653

Investment in Financial Services                  563              605

Property and Equipment
Buildings                                         505              469
Machinery and equipment                         3,517            3,323
Less allowances for depreciation and 
  amortization                                 (1,828)          (1,702)
                                                2,194            2,090
Construction in progress                          109              225
                                                2,303            2,315
Timber and timberlands--less depletion            505              445
Land                                               31               28
  Total property and equipment                  2,839            2,788

Other Assets                                      174              167

Total Assets                                  $ 4,246          $ 4,213


See notes to consolidated financial statements.


<PAGE>4

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



                                             September 28,    December 30,
                                                 1996             1995    
                                                     (in millions)

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable                              $   131          $   138
Accrued expenses                                  162              157
Employee compensation and benefits                 23               37
Current portion of long-term debt                   3                5
  Total current liabilities                       319              337

Long-Term Debt                                  1,529            1,489

Deferred Income Taxes                             218              259

Postretirement Benefits                           136              132

Other Liabilities                                  31               21

Shareholders' Equity                            2,013            1,975


Total Liabilities and Shareholders' Equity    $ 4,246          $ 4,213


See notes to consolidated financial statements.


<PAGE>5

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

                                                      First Nine Months  
                                                      1996        1995   
                                                        (in millions)

Cash Provided by Operations
Net income                                         $   114.5   $   216.0
Adjustments to reconcile net income to net cash:               
  Depreciation and depletion                           183.0       152.9
  Deferred taxes                                       (40.4)       28.3
  Unremitted earnings of affiliates                    (20.1)      (39.9)
  Receivables                                          (30.8)      (74.4)
  Inventories                                           22.2       (79.6)
  Accounts payable and accrued expenses                (19.1)      (31.5)
  Other                                                 17.7       (21.4)
                                                       227.0       150.4
                                                               
Cash (Used for) Investments                                    
Capital expenditures                                  (218.5)     (286.3)
Investment in joint ventures                           (21.1)          -
Sale of property and equipment                           4.0         7.5
Capital contribution to financial services                 -       (35.0)
Dividends from financial services                       50.0           -
Other                                                   (3.0)       (1.6)
                                                      (188.6)     (315.4)
                                                               
Cash Provided by (Used for) Financing                          
Change in debt, net                                     27.4       213.4
Purchase of stock for treasury                         (16.3)       (4.4)
Cash dividends paid to shareholders                    (51.0)      (47.1)
Other                                                    1.8         3.4
                                                       (38.1)      165.3
                                                               
Effect of exchange rate changes on cash and
  cash equivalents                                         -         (.3)

Net increase in cash and cash 
  equivalents                                             .3           -
                                                               
Cash and cash equivalents at beginning
  of period                                             14.7        13.0
                                                               
Cash and cash equivalents at end of period         $    15.0   $    13.0

 
See notes to consolidated financial statements.


<PAGE>6

Summarized Statements of Income
Temple-Inland Financial Services
Unaudited


                                    Third Quarter         First Nine Months
                                  1996        1995        1996     1995  
                                               (in millions)
Interest income
Mortgage-backed and investment
  securities                    $  44.4     $  52.9     $ 140.8  $ 156.0
Loans receivable and mortgage
  loans held for sale             108.3        98.1       315.8    269.6
Assisted assets                       -         4.2           -     16.4
Other earning assets                5.2         6.2        16.1     17.8
    Total interest income         157.9       161.4       472.7    459.8
                                                                 
Interest expense                                                 
Deposits                           76.5        80.3       232.2    232.9
Borrowed funds                     32.8        31.3        93.3     91.6
    Total interest expense        109.3       111.6       325.5    324.5
                                                                 
Net interest income                48.6        49.8       147.2    135.3
                                                                 
Provision for loan losses           3.4         1.9        12.5     10.9
                                                                 
Net interest income after
   provision for loan losses       45.2        47.9       134.7    124.4
                                                                 
Noninterest income
Loan servicing fees                14.3        11.3        41.8     31.7
Loan origination and marketing      7.8          .6        22.0      3.4
Other                              24.4        22.7        71.7     66.5
                                   46.5        34.6       135.5    101.6

Noninterest expense                                              
Compensation and benefits          26.3        23.3        76.9     68.7
Other                              83.0        34.3       156.5     94.2
    Total noninterest expense     109.3        57.6       233.4    162.9
                                                                 
Income before taxes               (17.6)       24.9        36.8     63.1
                                                                 
Taxes on income                    (4.7)        9.6        16.7     23.2
                                                                 
Net income                      $ (12.9)    $  15.3     $  20.1  $  39.9


See notes to consolidated financial statements.


<PAGE>7

Summarized Balance Sheets
Temple-Inland Financial Services
Unaudited



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

Cash and cash equivalents                  $   421              $   343
Mortgage loans held for sale                   153                  106
Loans receivable                             5,237                4,764
Mortgage-backed and investment
  securities                                 3,087                3,424
Other assets                                   664                  574
                                                               
TOTAL ASSETS                               $ 9,562              $ 9,211


LIABILITIES

Deposits                                   $ 6,218              $ 6,377
Securities sold under repurchase
  agreements                                 2,119                1,604
Federal Home Loan Bank advances                 55                  155
Other borrowings                               136                  113
Other liabilities                              471                  357

TOTAL LIABILITIES                            8,999                8,606

SHAREHOLDER'S EQUITY                           563                  605

TOTAL LIABILITIES AND SHAREHOLDER S
EQUITY                                     $ 9,562              $ 9,211


See notes to consolidated financial statements.


<PAGE>8
Summarized Statements of Cash Flows
Temple-Inland Financial Services
Unaudited


                                                     First Nine Months  
                                                     1996        1995   
                                                      (in millions)

Cash Provided by Operations
Net income                                        $    20.1   $    39.9
Adjustments to reconcile net income
     to net cash:
        Amortization, accretion and depreciation       24.3        22.2
        Provision for loan losses                      12.5        10.9
        Receivable from FDIC                            7.4       (20.3)
        Mortgage loans held for sale                    3.8        24.6
        Collections and remittances on loans
          serviced for others, net                     (5.7)       55.8
        Other                                         (35.0)      (28.8)
                                                       27.4       104.3
Cash (Used for) Investments
Purchases of mortgage-backed and investment
  securities held-to-maturity                           (.1)          -
Purchases of mortgage-backed and investment
  securities available-for-sale                        (2.7)      (53.7)
Maturities of mortgage-backed and investment
     securities held-to-maturity                      245.3       299.9
Maturities of mortgage-backed and investment
     securities available-for-sale                     69.9        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          (492.3)     (898.6)
Reduction in covered assets                               -       117.9
Other                                                 (23.2)      (42.4)
                                                     (198.8)     (373.3)
Cash Provided by Financing
Net (decrease) in deposits                           (157.2)     (117.2)
Net increase in securities sold under
     repurchase agreements and short-term 
     borrowings                                       466.9       361.6
Change in debt, net                                   (80.9)       24.2
Capital contribution from parent                          -        35.0
Dividends paid to parent                              (50.0)          -
Net increase in advances from borrowers for
     taxes and insurance                               71.0        77.4
                                                      249.8       381.0

Net increase in cash and cash equivalents              78.4       112.0

Cash and cash equivalents at beginning of period      343.1       301.8

Cash and cash equivalents at end of period        $   421.5   $   413.8


See notes to consolidated financial statements.


<PAGE>9

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



                                     Third Quarter          First Nine Months 

                                    1996      1995         1996       1995   
                                   (In millions, except for per share data)

Revenues
Manufacturing net sales           $ 646.7   $ 673.7     $ 1,974.9  $ 2,032.0
Financial services revenues         204.4     196.0         608.2      561.4
                                    851.1     869.7       2,583.1    2,593.4
                                                        
Costs and Expenses                                      
Manufacturing costs and expenses    601.5     552.3       1,805.5    1,714.8
Financial services expenses         222.0     171.1         571.4      498.3
                                    823.5     723.4       2,376.9    2,213.1

Operating Income                     27.6     146.3         206.2      380.3
                                                        
Parent Company Interest - net       (27.4)    (16.7)        (81.6)     (50.6)
                                                        
Other                                 1.6        .8           3.1        2.5
                                                        
Income Before Taxes                   1.8     130.4         127.7      332.2
                                            
Settlement of FDIC tax-sharing      (31.5)        -         (31.5)         -

Taxes on Income                        .6      45.6          44.7      116.2

Net Income                        $  32.7   $  84.8     $   114.5  $   216.0


Earnings per share                  $ .59     $1.51         $2.06      $3.85

Dividends Paid Per Share of                                        
  Common Stock                      $ .32     $ .30         $ .92      $ .84

Weighted Average Shares                                            
  Outstanding                        55.5      56.3          55.6       56.2


See notes to consolidated financial statements.


<PAGE>10

Consolidated Balance Sheets
Temple-Inland Inc. and Subsidiaries
September 28, 1996
Unaudited

                                     Parent     Financial
                                    Company      Services    Consolidated
                                               (in millions)
ASSETS

Cash and cash equivalents          $    15      $   421       $   436
Mortgage loans held for sale             -          153           153
Loans receivable                         -        5,237         5,237
Mortgage-backed and investment
  securities                             -        3,087         3,087
Trade and other receivables            315            -           312
Inventories                            323            -           323
Property & equipment                 2,839           78         2,917
Other assets                           191          586           730
Investment in affiliates               563            -             -
                                                             
TOTAL ASSETS                       $ 4,246      $ 9,562       $13,195

LIABILITIES

Deposits                           $     -      $ 6,218       $ 6,218
Securities sold under repurchase
  agreements and Federal Home 
  Loan Bank advances                     -        2,174         2,174
Other liabilities                      350          471           808
Long-term debt                       1,529          136         1,665
Deferred income taxes                  218            -           181
Postretirement benefits                136            -           136
                                                             
TOTAL LIABILITIES                  $ 2,233      $ 8,999        11,182

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                                               1,837
                                                                2,176
Cost of shares held in the treasury:
  5,971,137 shares                                               (163)

TOTAL SHAREHOLDERS' EQUITY                                      2,013

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $13,195

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 Nine Months   
                                                         1996        1995   
                                                            (in millions)
Cash Provided by Operations                                       
Net income                                            $  114.5    $  216.0
Adjustments to reconcile net income to                            
  net cash:                                                       
    Depreciation and depletion                           189.8       158.8
    Amortization and accretion                            17.5        16.3
    Deferred taxes                                       (29.1)       47.5
    Receivable from FDIC                                   7.4       (20.3)
    Trade and other receivables                          (30.8)      (74.4)
    Accounts payable and accrued expenses                (22.6)      (31.1)
    Inventories                                           22.2       (79.6)
    Mortgage loans held for sale                           3.8        24.6
    Increase (decrease) in collections and
      remittances on loans serviced for
      others, net                                         (5.7)       55.8
    Other                                                (12.6)      (58.9)
                                                         254.4       254.7
Cash (Used for) Investments                                       
Capital expenditures                                    (228.5)     (310.6)
Purchases of mortgage-backed and investment
  securities held-to-maturity                              (.1)          -
Purchases of mortgage-backed and investment
  securities available-for-sale                           (2.7)      (53.7)
Maturities of mortgage-backed and investment
  securities held-to-maturity                            245.3       299.9
Maturities of mortgage-backed and investment
  securities available-for-sale                           69.9        11.0
Proceeds from sales of mortgage-backed and 
  investment securities available-for-sale                 4.3       192.6
Loans originated net of principal collected             (492.3)     (898.6)
Reduction in covered assets                                  -       117.9
Other                                                    (33.3)      (12.2)
                                                        (437.4)     (653.7)
Cash Provided by Financing                                        
Additions to debt                                        259.4       376.1
Payments of debt                                        (312.9)     (138.5)
Net increase in short-term borrowings
  and repurchase agreements                              466.9       361.6
Cash dividends paid to shareholders                      (51.0)      (47.1)
Net (decrease) in deposits                              (157.2)     (117.2)
Net increase in advances from borrowers
  for taxes and insurance                                 71.0        77.4
Other                                                    (14.5)       (1.0)
                                                         261.7       511.3
Effect of exchange rate changes on cash and
  cash equivalents                                           -         (.3)
Net increase in cash and cash equivalents                 78.7       112.0
Cash and cash equivalents at beginning of period         357.8       314.8

Cash and cash equivalents at end of period            $  436.5    $  426.8

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.  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.  However, because certain assets and liabilities are in
separate corporate entities, the consolidated assets are not available to
satisfy all consolidated liabilities.  All material intercompany amounts and
transactions have been eliminated.  Certain amounts have been reclassified to
conform with current year s classification.

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. 
The financial services subsidiaries and the 20 percent to 50 percent owned
companies are reflected in the financial statements on the equity basis.

The Temple-Inland Financial Services group summarized financial statements
include savings bank, mortgage banking, 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:


                                     Third Quarter        First Nine Months  
                                    1996       1995        1996        1995  
                                                (in millions)
Revenues
Corrugated container              $ 401.7    $ 464.9    $ 1,278.6   $ 1,374.7
Bleached paperboard                 107.6       83.7        305.6       270.7
Building products                   137.4      125.1        390.7       386.6
  Manufacturing net sales           646.7      673.7      1,974.9     2,032.0
Financial services                  204.4      196.0        608.2       561.4
  Total revenues                  $ 851.1    $ 869.7    $ 2,583.1   $ 2,593.4



Income
Corrugated container              $  14.1    $ 103.7    $   129.7   $   255.6
Bleached paperboard                   5.6        9.9        (15.8)       25.5
Building products                    28.1       13.1         67.9        52.1
  Operating profit                   47.8      126.7        181.8       333.2
Financial services                  (17.6)      24.9         36.8        63.1
                                     30.2      151.6        218.6       396.3
Corporate expenses                   (2.6)      (5.3)       (12.4)      (16.0)
Parent company interest - net       (27.4)     (16.7)       (81.6)      (50.6)
Other - net                           1.6         .8          3.1         2.5
  Income before taxes                 1.8      130.4        127.7       332.2
Settlement of FDIC tax-sharing      (31.5)         -        (31.5)          -
Taxes on income                        .6       45.6         44.7       116.2
  Net income                      $  32.7    $  84.8    $   114.5   $   216.0


<PAGE>15


Third Quarter 1996 vs. Third Quarter 1995

Third quarter consolidated earnings were $32.7 million, or $.59 per share. 
These results included a one-time $44 million pre-tax assessment against
Guaranty Federal Bank, F.S.B. ( Guaranty ), levied in connection with the
recapitalization of the Savings Association Insurance Fund ( SAIF ) and a
credit to the Company s tax provision of $31.5 million.  Excluding these
nonrecurring items, the Company recorded earnings for the quarter of $29.8
million, or $.54 per share, compared with $84.8 million, or $1.51 per share,
in the third quarter of 1995.  Consolidated revenues for the quarter were
$851.1 million, a decrease of four percent from last year s third quarter
revenues of $869.7 million.

The corrugated container group earned $14.1 million in the quarter, 86 percent
below last year s third quarter earnings of $103.7 million.  This decrease in
earnings was primarily attributable to a significant decline in prices early
in the quarter, which stabilized somewhat by the end of the quarter as demand
for corrugated containers recovered.

The bleached paperboard group earned $5.6 million in the quarter compared with
earnings of $9.9 million in the third quarter of 1995.  Although a decline
from last year s third quarter earnings, the bleached paperboard group did
return to profitability in the quarter after a second quarter loss of $11.1
million.  Sales volume continued to improve each quarter which allowed
production at the modernized mill at Evadale, Texas to continue to improve,
reaching a new record level.

The building products group earned $28.1 million in the quarter, up from $13.1
million earned in the third quarter last year.  Net revenues increased ten
percent, or $12.3 million, as a result of improved price levels for lumber,
fiber products and gypsum wallboard.  Gypsum wallboard and fiberboard both
achieved new records of profitability in the period.  While demand for
particleboard remained good, this group s results were dampened by the costs
associated with the major renovation of the Monroeville, Alabama particleboard
plant and the continuation of start-up operations at the new particleboard
plant in Hope, Arkansas.

The financial services group recorded a $17.6 million loss in the quarter as a
result of a $44 million assessment in connection with the recapitalization of
the SAIF.  During the quarter, Congress approved legislation to recapitalize
the SAIF by imposing a one-time assessment of 65.7 basis points on the
deposits of all SAIF insured institutions.  Current SAIF insurance premiums of
23 basis points of deposits will decline to 6.4 basis points on January 1,
1997, resulting in an annual savings to Guaranty of approximately $11 million
based on current deposit levels.  Excluding this charge, the financial
services group recorded operating earnings of $26.4 million for the quarter,
up from $24.9 million earned in the third quarter last year.


<PAGE>16

Third Quarter 1996 vs. Third Quarter 1995--Continued

Net interest expense increased to $27.4 million in the third quarter of 1996
compared with $16.7 million in the third quarter of last year.  The increase
in net interest expense is due primarily to a decrease in capitalized interest
from $11.6 million in the third quarter of 1995 to $.5 million in the third
quarter of 1996 as a result of the completion of the modernization and
expansion project at the Evadale, Texas mill.

The other nonrecurring item recorded by the Company during the quarter was a
one-time credit to its tax provision of $31.5 million.  In connection with the
acquisition of Guaranty in 1988, the Company entered into an assistance
agreement (the  Assistance Agreement ) with the Federal Savings and Loan
Insurance Corporation.  Pursuant to the Assistance Agreement, the Company
received various tax benefits to be shared with the Federal Deposit Insurance
Corporation ( FDIC ) when the cash benefits were realized by the Company. 
During the term of the Assistance Agreement, the Company recorded these tax-
sharing liabilities on an undiscounted basis.  The Company and the FDIC
terminated the Assistance Agreement.  As a part of this termination, the
Company and the FDIC agreed to a one-time payment that was based on the
present value of future liabilities.  The Company recognized a credit to its
tax provision of $31.5 million as a result of the completion of this
transaction.

First Nine Months of 1996 vs. First Nine Months of 1995

For the nine-month period, net income was $114.5 million, or $2.06 per share. 
Excluding net nonrecurring items, net income was $111.6 million, or $2.01 per
share, versus net income of $216.0 million, or $3.85 per share, for last
year s first three quarters.

The corrugated container group earned $129.7 million, down 49 percent from the
$255.6 million earned in the first nine months 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 1996 with prices stabilizing somewhat by the
end of the third quarter.

The bleached paperboard group lost $15.8 million for the first nine months of
1996.  During the first half of 1996, 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 million charge
associated with these consolidation and restructuring efforts.  Excluding this
charge, the group has lost $10.8 million year-to-date compared with earnings
of $25.5 million in the first nine months of 1995.  Although sales for the
first nine months of 1996 were 13 percent above 1995 levels, product prices
declined and the Company limited production in the first half of 1996 due to
high inventory levels.  The group returned to profitability in the third
quarter. 


<PAGE>17

First Nine Months of 1996 vs. First Nine Months of 1995--Continued

The building products group earned $67.9 million, up from $52.1 million for
the first nine months of 1995.  The improved results reflect the improved
price levels for lumber, fiber products and gypsum wallboard, along with
substantial reductions in net wood costs for the solid wood group.  Demand for
fiber products and gypsum wallboard strengthened throughout the first nine
months of 1996 and had a positive impact on earnings.  Although demand for
particleboard remained good, the group s results were dampened due to the
renovation of the Monroeville, Alabama particleboard plant and the start-up
operations at the new particleboard plant in Hope, Arkansas.

The financial services group earned $36.8 million for the first nine months of
1996.  Excluding the one-time SAIF assessment charge, the group recorded
operating earnings of $80.8 million versus $63.1 million for last year's
comparable period.  Earnings improved for mortgage banking, real estate and
insurance; however, the savings bank provided the largest portion of the
earnings increase.  Increase in loan portfolio activity and continuous
improvement in operating efficiencies are the major factors for this positive
contribution.

Net interest expenses increased to $81.6 million for the first nine months of
1996 compared with $50.6 million in the first nine months of 1995.  The
increase in net interest expense is due primarily to a decrease in capitalized
interest from $31.7 in the first three quarters of 1995 to $2.9 million for
the first three quarters of 1996.  The decrease in capitalized interest is
primarily attributable to the completion of the modernization and expansion
project at the Evadale, Texas mill.

The tax provision for the first nine months of 1996 includes a one-time credit
of $31.5 million that was recorded as a result of the termination of the
Assistance Agreement between the Company and the FDIC.  As a part of this
termination, the Company and the FDIC agreed to a one-time payment that was
based on the present value of future liabilities.  The recognition of this
credit to its tax provision is a result of the completion of this transaction.


Liquidity and Capital Resources

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.  As part of the Company s share repurchase plan, approximately
358,623 shares were repurchased in 1996 at a cost of $16.3 million.

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


<PAGE>18

                          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 nine months ended
                      September 28, 1996, the Company did not file any
                      reports on Form 8-K.


<PAGE>19

                                  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:  November 11, 1996          By /s/ David H. Dolben          
                                    David H. Dolben
                                    Vice President and
                                    Chief Accounting Officer



<PAGE>20



                                 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 per 
                  share earnings                            21

    (27)          Financial Data Schedule                   22


<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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               SEP-28-1996
<CASH>                                             436
<SECURITIES>                                         0
<RECEIVABLES>                                      312
<ALLOWANCES>                                         0
<INVENTORY>                                        323
<CURRENT-ASSETS>                                     0
<PP&E>                                           2,917
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  13,195
<CURRENT-LIABILITIES>                                0
<BONDS>                                          1,665
                                0
                                          0
<COMMON>                                            61
<OTHER-SE>                                       1,952
<TOTAL-LIABILITY-AND-EQUITY>                    13,195
<SALES>                                          1,975
<TOTAL-REVENUES>                                 2,583
<CGS>                                            1,806
<TOTAL-COSTS>                                    2,377
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  82
<INCOME-PRETAX>                                    128
<INCOME-TAX>                                        13
<INCOME-CONTINUING>                                115
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       115
<EPS-PRIMARY>                                     2.06
<EPS-DILUTED>                                     2.06
        

</TABLE>



                                 EXHIBIT (11)

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

                   (in thousands, except for per share data)



                                    
                                        Third Quarter       First Nine Months 
                                      1996        1995      1996       1995  

Primary
Average common shares outstanding     55,448      56,123    55,506     56,095
Net effect of dilutive stock options
  based on treasury stock method using
  average market price                    85         136        49         74

Weighted average shares outstanding   55,533      56,259    55,555     56,169


  Net income                        $ 32,648    $ 84,748  $114,480   $215,974

  Earnings per share                $    .59    $   1.51  $   2.06   $   3.85

Fully Diluted
Average common shares outstanding     55,448      56,123    55,506     56,095
Net effect of dilutive stock options
  based on treasury stock method
  using the closing market price, if
  higher than average market price       410         374       157        153

Weighted average shares outstanding   55,858      56,497    55,663     56,248

  Net income                        $ 32,648    $ 84,748  $114,480   $215,974

  Earnings per share                $    .58    $   1.50  $   2.06   $   3.84





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