<PAGE>1
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 April 4, 1998
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) 829-5511
(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 April 4, 1998
Common Stock (par
value $1.00 per share) 56,064,641
The Exhibit Index appears on page 21 of this report.
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<PAGE>2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Summarized Statements of Income
Parent Company (Temple-Inland Inc.)
Unaudited
First Quarter
-----------------
1998 1997
------ ------
(in millions)
Revenues
Net sales $ 682.2 $ 649.0
Financial services earnings 36.7 29.5
------- -------
718.9 678.5
Costs and Expenses
Cost of sales 584.2 567.1
Selling and administrative 65.1 62.7
------- -------
649.3 629.8
Operating Income 69.6 48.7
Interest - net (26.3) (27.8)
Other 1.5 .8
------- -------
Income Before Taxes 44.8 21.7
Taxes on income 18.4 8.5
------- -------
Net Income $ 26.4 $ 13.2
======= =======
See notes to consolidated financial statements.
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<PAGE>3
Summarized Balance Sheets
Parent Company (Temple-Inland Inc.)
Unaudited
April 4, January 3,
1998 1998
--------- ----------
(in millions)
ASSETS
Current Assets
Cash $ 14 $ 13
Receivables, less allowances of
$10 million in 1998 and
$9 million in 1997 329 281
Inventories:
Work in process and finished goods 101 109
Raw materials 244 230
------- -------
345 339
Prepaid expenses 16 15
------- -------
Total current assets 704 648
Investment in Financial Services 648 576
Property and Equipment
Buildings 554 554
Machinery and equipment 3,726 3,689
Less allowances for depreciation and
amortization (2,138) (2,086)
------- -------
2,142 2,157
Construction in progress 99 115
------- -------
2,241 2,272
Timber and timberlands--less depletion 510 507
Land 34 34
------- -------
Total property and equipment 2,785 2,813
Other Assets 175 163
------- -------
Total Assets $ 4,312 $ 4,200
======= =======
See notes to consolidated financial statements.
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<PAGE>4
Summarized Balance Sheets - Continued
Parent Company (Temple-Inland Inc.)
Unaudited
April 4, January 3,
1998 1998
-------- ----------
(in millions)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 131 $ 135
Accrued expenses 149 150
Employee compensation and benefits 13 23
Current portion of long-term debt 2 3
------- -------
Total current liabilities 295 311
Long-Term Debt 1,565 1,438
Deferred Income Taxes 257 252
Postretirement Benefits 142 140
Other Liabilities 12 14
Shareholders' Equity 2,041 2,045
------- -------
Total Liabilities and Shareholders'
Equity $ 4,312 $ 4,200
======= =======
See notes to consolidated financial statements.
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<PAGE>5
Summarized Statements of Cash Flows
Parent Company (Temple-Inland Inc.)
Unaudited
First Quarter
-------------------
1998 1997
------ ------
(in millions)
Cash Provided by (Used for) Operations
Net income $ 26.4 $ 13.2
Adjustments to reconcile net income
to net cash:
Depreciation and depletion 65.2 63.1
Deferred taxes 6.9 (2.9)
Unremitted earnings of affiliates (27.1) (17.9)
Receivables (48.0) (7.8)
Inventories (5.6) (19.6)
Accounts payable and accrued expenses (15.5) (31.1)
Other (14.4) (33.0)
------- -------
(12.1) (36.0)
Cash Provided by (Used for) Investments
Capital expenditures (36.3) (51.9)
Contribution to financial services (40.0) -
Other (1.5) (4.2)
------- -------
(77.8) (56.1)
Cash Provided by (Used for) Financing
Change in debt, net 125.5 118.7
Purchase of stock for treasury (18.6) (11.2)
Cash dividends paid to shareholders (17.9) (17.8)
Other 1.5 2.6
------- -------
90.5 92.3
Net increase in cash and cash equivalents .6 .2
Cash and cash equivalents at beginning
of period 13.4 14.3
------- -------
Cash and cash equivalents at end of period $ 14.0 $ 14.5
======= =======
See notes to consolidated financial statements.
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<PAGE>6
Summarized Statements of Income
Temple-Inland Financial Services
Unaudited
First Quarter
------------------
1998 1997
------ ------
(in millions)
Interest income
Loans receivable and mortgage
loans held for sale $ 138.6 $ 118.4
Mortgage-backed and investment
securities 41.4 37.1
Other earning assets .8 5.0
------- -------
Total interest income 180.8 160.5
Interest expense
Deposits 89.4 74.8
Borrowed funds 32.0 35.3
------- -------
Total interest expense 121.4 110.1
Net interest income 59.4 50.4
Provision for loan losses 1.9 (.7)
------- -------
Net interest income after provision
for loan losses 57.5 51.1
Noninterest income
Loan servicing fees 22.5 14.5
Loan origination and marketing 22.0 6.8
Other 37.1 20.1
------- -------
81.6 41.4
Noninterest expense
Compensation and benefits 41.3 27.3
Other 58.4 35.7
------- -------
Total noninterest expense 99.7 63.0
Income before taxes and minority
interest 39.4 29.5
Minority interest in income of
consolidated subsidiary (2.7) -
------- -------
Income before taxes 36.7 29.5
Taxes on income 9.6 11.6
------- -------
Net Income $ 27.1 $ 17.9
======= =======
See notes to consolidated financial statements.
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<PAGE>7
Summarized Balance Sheets
Temple-Inland Financial Services
Unaudited
April 4, January 3,
1998 1998
-------- ----------
(in millions)
ASSETS
Cash and cash equivalents $ 182 $ 175
Mortgage loans held for sale 654 439
Loans receivable 6,820 6,451
Mortgage-backed and investment
securities 2,749 2,806
Other assets 898 914
------- -------
TOTAL ASSETS $11,303 $10,785
======= =======
LIABILITIES
Deposits $ 7,347 $ 7,375
Securities sold under repurchase
agreements 846 270
Federal Home Loan Bank advances 1,461 1,685
Other borrowings 178 167
Other liabilities 673 562
Preferred stock issued by subsidiary 150 150
------- -------
TOTAL LIABILITIES 10,655 10,209
SHAREHOLDER'S EQUITY 648 576
------- -------
TOTAL LIABILITIES AND SHAREHOLDER'S
EQUITY $11,303 $10,785
======= =======
See notes to consolidated financial statements.
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<PAGE>8
Summarized Statements of Cash Flows
Temple-Inland Financial Services
Unaudited
First Quarter
-----------------
1998 1997
------ ------
(in millions)
Cash Provided by (Used for) Operations
Net income $ 27.1 $ 17.9
Adjustments to reconcile net income
to net cash:
Amortization, accretion and depreciation 17.5 7.3
Provision for loan losses 1.9 (.7)
Mortgage loans held for sale (215.4) (3.1)
Collections and remittances on loans
serviced for others, net 69.9 (22.0)
Other (8.8) 16.2
------- -------
(107.8) 15.6
Cash Provided by (Used for) Investments
Purchases of securities available-for-sale (.2) -
Maturities of securities available-for-sale 55.3 14.8
Purchases of securities held-to-maturity - (14.3)
Maturities of securities held-to-maturity 62.9 93.6
Proceeds from sale of securities available-
for-sale 18.0 171.2
Loans originated or acquired - net of
principal collected on loans (446.8) (536.0)
Other 32.5 11.3
------- -------
(278.3) (259.4)
Cash Provided by (Used for) Financing
Net decrease in deposits (27.7) (53.6)
Securities sold under repurchase agreements
and short-term borrowings - net 352.3 (46.8)
Change in debt, net 10.8 228.5
Capital contributions from Parent 40.0 -
Net increase in advances from borrowers
for taxes and insurance 17.4 22.6
------- -------
392.8 150.7
Net increase (decrease) in cash and cash
equivalents 6.7 (93.1)
Cash and cash equivalents at
beginning of period 175.1 214.4
------- -------
Cash and cash equivalents at
end of period $ 181.8 $ 121.3
======= =======
See notes to consolidated financial statements.
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<PAGE>9
Consolidated Statements of Income
Temple-Inland Inc. and Subsidiaries
Unaudited
First Quarter
-----------------
1998 1997
------ ------
(in millions)
Revenues
Manufacturing net sales $ 682.2 $ 649.0
Financial services revenues 262.4 201.9
------- -------
944.6 850.9
Costs and Expenses
Manufacturing costs and expenses 649.3 629.8
Financial services expenses 225.7 172.4
------- -------
875.0 802.2
Operating Income 69.6 48.7
Parent company interest - net (26.3) (27.8)
Other 1.5 .8
------- -------
Income Before Taxes 44.8 21.7
Taxes on income 18.4 8.5
------- -------
Net Income $ 26.4 $ 13.2
======= =======
Weighted Average Shares Outstanding:
Basic 56.0 55.4
======= =======
Diluted 56.2 55.6
======= =======
Earnings per share:
Basic $ .47 $ .24
======= =======
Diluted $ .47 $ .24
======= =======
Dividends Paid Per Share of Common Stock $ .32 $ .32
======= =======
See notes to consolidated financial statements.
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<PAGE>10
Consolidating Balance Sheet
Temple-Inland Inc. and Subsidiaries
April 4, 1998
Unaudited
Parent Financial
Company Services Consolidated
-------- -------- ------------
(in millions)
ASSETS
Cash and cash equivalents $ 14 $ 182 $ 196
Mortgage loans held for sale - 654 654
Loans receivable - 6,820 6,820
Mortgage-backed and investment
securities - 2,749 2,749
Trade and other receivables 329 - 323
Inventories 345 - 345
Property & equipment 2,785 106 2,891
Other assets 191 792 936
Investment in Financial
services 648 - -
------- ------- -------
TOTAL ASSETS $ 4,312 $11,303 $14,914
======= ======= =======
LIABILITIES
Deposits $ - $ 7,347 $ 7,347
Securities sold under repurchase
agreements and Federal Home
Loan Bank advances - 2,307 2,307
Other liabilities 307 673 952
Long-term debt 1,565 178 1,743
Deferred income taxes 257 - 232
Postretirement benefits 142 - 142
Preferred stock issued by
subsidiary - 150 150
------- ------- -------
TOTAL LIABILITIES $ 2,271 $10,655 12,873
======= =======
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 355
Accumulated other comprehensive income (loss) (16)
Retained earnings 1,826
-------
2,226
Cost of shares held in the treasury:
5,324,911 shares (185)
-------
TOTAL SHAREHOLDERS' EQUITY 2,041
-------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $14,914
=======
See the notes to the consolidated financial statements.
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<PAGE>11
Consolidating Balance Sheet
Temple-Inland Inc. and Subsidiaries
January 3, 1998
Unaudited
Parent Financial
Company Services Consolidated
------- --------- ------------
(in millions)
ASSETS
Cash and cash equivalents $ 13 $ 175 $ 188
Mortgage loans held for sale - 439 439
Loans receivable - 6,451 6,451
Mortgage-backed and investment
securities - 2,806 2,806
Trade and other receivables 281 - 277
Inventories 339 - 339
Property & equipment 2,813 103 2,916
Other assets 178 811 948
Investment in Financial
services 576 - -
------- ------- -------
TOTAL ASSETS $ 4,200 $10,785 $14,364
======= ======= =======
LIABILITIES
Deposits $ - $ 7,375 $ 7,375
Securities sold under repurchase
agreements and Federal Home
Loan Bank advances - 1,955 1,955
Other liabilities 325 562 871
Long-term debt 1,438 167 1,605
Deferred income taxes 252 - 223
Postretirement benefits 140 - 140
Preferred stock issued by
subsidiary - 150 150
------- ------- -------
TOTAL LIABILITIES $ 2,155 $10,209 12,319
======= =======
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 356
Accumulated other comprehensive income (loss) (20)
Retained earnings 1,817
-------
2,214
Cost of shares held in the treasury:
5,069,011 shares (169)
-------
TOTAL SHAREHOLDERS' EQUITY 2,045
-------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $14,364
=======
See the notes to the consolidated financial statements.
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<PAGE>12
Consolidated Statements of Cash Flows
Temple-Inland Inc. and Subsidiaries
Unaudited
First Quarter
--------------------
1998 1997
------ ------
(in millions)
Cash Provided by (Used for) Operations
Net income $ 26.4 $ 13.2
Adjustments to reconcile net income
to net cash:
Depreciation and depletion 68.8 66.0
Amortization and accretion 13.9 4.4
Deferred taxes 6.7 2.5
Trade and other receivables (48.0) (7.8)
Accounts payable and accrued expenses (15.5) (31.1)
Inventories (5.6) (19.6)
Mortgage loans held for sale (215.4) (3.1)
Collections and remittances on loans
serviced for others - net 69.9 (22.0)
Other (21.1) (22.9)
------- -------
(119.9) (20.4)
Cash Provided by (Used for) Investments
Capital expenditures (43.2) (56.2)
Purchases of securities available-
for-sale (.2) -
Maturities of securities available-
for-sale 55.3 14.8
Purchases of securities held-to-maturity - (14.3)
Maturities of securities held-to-maturity 62.9 93.6
Proceeds from sale of securities available-
for-sale 18.0 171.2
Loans originated or acquired - net of
principal collected on loans (446.8) (536.0)
Other 37.9 11.4
------- -------
(316.1) (315.5)
Cash Provided by (Used for) Financing
Additions to debt 265.4 370.5
Payments of debt (129.1) (23.3)
Securities sold under repurchase agreements
and short-term borrowings - net 352.3 (46.8)
Cash dividends paid to shareholders (17.9) (17.8)
Net decrease in deposits (27.7) (53.6)
Net increase in advances from borrowers for
taxes and insurance 17.4 22.6
Purchase of treasury stock (18.6) (11.2)
Other 1.5 2.6
------- -------
443.3 243.0
Net increase (decrease) in cash and cash
equivalents 7.3 (92.9)
Cash and cash equivalents at
beginning of period 188.5 228.7
------- -------
Cash and cash equivalents at
end of period $ 195.8 $ 135.8
======= =======
See notes to consolidated financial statements.
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<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 January 3, 1998.
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.
As of January 1, 1998, the Company adopted Financial Accounting Standards
Board Statement 130, "Reporting Comprehensive Income". Statement 130
establishes new rules for reporting and display of comprehensive income and
its components; however, the adoption of this Statement had no impact on
the Company's net income or shareholders' equity. Statement 130 requires
unrealized gains or losses on the Company's available-for-sale securities,
minimium pension liability adjustments and foreign currency translation
adjustments, which prior to adoption were reported separately in
shareholders' equity to be included in other comprehensive income. Prior
year financial statements have been reclassified to conform to the
requirements of Statement 130.
During the first quarter of 1998 and 1997, total comprehensive income
amounted to $30.9 million and $11.4 million, respectively. The primary
components of total comprehensive income were net income and unrealized
gains or losses on the Company's available-for-sale securities which
amounted to $5.4 million income in the first quarter of 1998 and $1.9
million loss in the first quarter of 1997.
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<PAGE>14
TEMPLE-INLAND INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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<PAGE>15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Results of operations, including information regarding the Company's
principal business segments, are shown below:
First Quarter
-------------------
1998 1997
------ ------
(in millions)
Revenues
Paper $ 527.7 $ 502.4
Building products 154.5 146.6
------- -------
Manufacturing net sales 682.2 649.0
Financial services 262.4 201.9
------- -------
Total revenues $ 944.6 $ 850.9
======= =======
Income
Paper $ 9.9 $ (7.1)
Building products 29.9 32.1
------- -------
Operating profit 39.8 25.0
Financial services 36.7 29.5
------- -------
76.5 54.5
Corporate expenses (6.9) (5.8)
Parent company interest - net (26.3) (27.8)
Other - net 1.5 .8
------- -------
Income before taxes 44.8 21.7
Taxes on income 18.4 8.5
------- -------
Net income $ 26.4 $ 13.2
======= =======
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<PAGE>16
First Quarter 1998 vs. First Quarter 1997
First quarter earnings of $26.4 million, or $.47 per diluted share,
represent a 100 percent increase from first quarter 1997 net income of
$13.2 million, or $.24 per diluted share. Revenues for the quarter were
$944.6 million.
The paper group reported operating income of $9.9 million for the first
quarter. This compares with an operating loss of $7.1 million in the first
quarter of 1997. Revenues for the first quarter were $527.7 million, up
$25.3 million from last year's first quarter revenues of $502.4 million.
The markets for the paper group's corrugated packaging operations continued
the rebound that began in the latter half of 1997. Average box prices for
the quarter were up significantly from last year's fourth quarter and
exceeded first quarter 1997 levels.
The paper group's bleached paperboard operation experienced somewhat weaker
demand and lower pricing in the quarter. Average prices for the quarter
were approximately four percent lower than fourth quarter prices and fell
below year ago levels. A recovery boiler outage early in the quarter
hampered production and increased costs at the bleached paperboard mill.
The building products group reported first quarter earnings of $29.9
million, compared with operating income of $32.1 million in last year's
first quarter. Revenues for the first quarter were $154.5 million, up $7.9
million from last year's first quarter revenues of $146.6 million. This
group experienced weaker demand early in the quarter due to the impact of
the wet weather on the construction markets. In addition, the cost of
sawtimber rose in the quarter due to the shortage caused by the wet
weather. Demand for lumber improved late in the first quarter and average
prices were slightly above fourth quarter levels, but below year ago
levels. Gypsum markets remained strong and prices rose in the quarter.
Although sales averages for particleboard declined four percent from last
year's first quarter, demand strengthened late in the quarter. The average
sales price for fiber products declined 13 percent from last year; however,
this decline was offset by increased sales volumes and lower manufacturing
costs that were attained through process improvements.
The financial services group reported first quarter operating earnings of
$36.7 million compared with $29.5 million in the first quarter of 1997.
The strong refinancing market resulted in an increase in the bank's loan
portfolio, especially mortgage warehousing loans, and the mortgage banking
company experienced record levels of new loan production as well as
increased prepayments on the existing portfolio. This increase in loans
and record levels of production resulted in an improvement in earnings.
Net interest expense decreased to $26.3 million in the first quarter of
1998 compared with $27.8 million in the first quarter of last year.
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<PAGE>17
Capital Resources and Liquidity
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 quarter of 1998, the Parent Company's debt
increased $125.5 million mainly through issuance of commercial paper and
bank debt. As part of the Company's share repurchase plan, approximately
350,500 shares were repurchased in the first quarter of 1998 at a cost of
$18.6 million.
Guaranty Federal Bank continues to exceed all three regulatory capital
requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK:
The Company is subject to interest rate risk from the utilization of
financial instruments such as term debt and other borrowings, as well as
the lending and deposit gathering activities of the Financial Services
Group. Historically, the exposure of income to interest rate risk has been
maintained at a relatively moderate level due to the high correlation
between changes in the rates earned on the group's adjustable-rate assets
and changes in the aggregate cost of the group's funding sources. The
Company has many options to mitigate the earnings impact of a significant
change in interest rates. Potential options include selling assets,
executing hedges, and modifying the maturity or repricing characteristics
of assets and/or liabilities.
The Company routinely utilizes a simulation model to measure the
sensitivity of income to movements in interest rates. The model
incorporates the maturity and repricing characteristics of interest rate
sensitive assets and liabilities, as well as assumptions regarding the
impact of changing interest rates on the prepayment rates of certain
results. The results of the sensitivity analyses as of April 4, 1998 did
not differ materially from the amounts reported as of January 3, 1998.
FOREIGN CURRENCY RISK:
The Company's exposure to foreign currency fluctuations on its financial
instruments is not material because most of these instruments are
denominated in U.S. dollars.
COMMODITY PRICE RISK:
The Company has no financial instruments subject to commodity price risks.
-17-
<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. On April 30, 1998, the Company confirmed that
it had been advised by the staff of the Securities and Exchange
Commission that the staff has terminated its non-public
investigation arising out of allegations made by a former
employee, and that no enforcement action has been recommended to
the Commission. The Company again denied the allegations made by
the former employee in his wrongful termination lawsuit, which is
still pending, and stated it is confident that upon the ultimate
trial of the issues raised, none of the allegations will be found
to have any merit or grounds whatsoever.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on May 1,
1998, at which a quorum was present. The table below sets forth
the number of votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes for each matter voted
upon at that meeting.
Abstentions
Against or and Broker
Matter For Withheld Non-votes
1. Election of four Directors
(a) Clifford J. Grum 47,784,136 463,489 -
(b) Bobby R. Inman 47,785,669 461,956 -
(c) Kenneth M. Jastrow, II 47,815,919 431,706 -
(d) Herbert A. Sklenar 47,816,697 430,928 -
2. Ratification of appointment
of Ernst & Young LLP 47,945,132 96,981 205,512
Item 5. Other Information.
None.
-18-
<PAGE>19
PART II. OTHER INFORMATION
(Continued)
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 three months ended April 4,
1998, the Company did not file any reports on Form 8-K.
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<PAGE>20
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: May 14, 1998 By /s/ David H. Dolben
----------------------------
David H. Dolben
Vice President and
Chief Accounting Officer
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<PAGE>21
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 refers 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. 22
(27) Financial Data Schedule 23
-21-
EXHIBIT (11)
TEMPLE-INLAND INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(in thousands, except for per share data)
13 Weeks Ended
---------------------
April 4, March 29,
1998 1997
--------- ---------
Basic
Weighted average shares outstanding 56,038 55,426
====== ======
Net income $ 26,457 $ 13,249
====== ======
Earnings per share $ .47 $ .24
====== ======
Diluted
Weighted average shares outstanding 56,038 55,426
Effect of dilutive stock options 177 178
------ ------
Total weighted average shares
outstanding 56,215 55,604
====== ======
Net income $ 26,457 $ 13,249
====== ======
Earnings per share $ .47 $ .24
====== ======
-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> 3-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-END> APR-04-1998
<CASH> 196
<SECURITIES> 0
<RECEIVABLES> 323
<ALLOWANCES> 0
<INVENTORY> 345
<CURRENT-ASSETS> 0
<PP&E> 2,891
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,914
<CURRENT-LIABILITIES> 0
<BONDS> 1,743
0
0
<COMMON> 61
<OTHER-SE> 1,980
<TOTAL-LIABILITY-AND-EQUITY> 14,914
<SALES> 682
<TOTAL-REVENUES> 945
<CGS> 649
<TOTAL-COSTS> 875
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26
<INCOME-PRETAX> 44
<INCOME-TAX> 18
<INCOME-CONTINUING> 26
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26
<EPS-PRIMARY> .47
<EPS-DILUTED> .47
</TABLE>
