-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NFhWg6nRK+PH9twYWoTw37kLQWyZjAbw4N9RGdv4C8NtMJO44+IQkDKZENuGOwcr 1VI/Rz2scptRyJbFoYeUVg== 0000731939-96-000005.txt : 19960813 0000731939-96-000005.hdr.sgml : 19960813 ACCESSION NUMBER: 0000731939-96-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960629 FILED AS OF DATE: 19960812 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08634 FILM NUMBER: 96607837 BUSINESS ADDRESS: STREET 1: 303 S TEMPLE DR STREET 2: PO DRAWER N CITY: DIBOLL STATE: TX ZIP: 75941 BUSINESS PHONE: 4098292211 MAIL ADDRESS: STREET 1: 303 SOUTH TEMPLE DIRVE CITY: DIBOLL STATE: TX ZIP: 75941 10-Q 1 FORM 10-Q FOR SECOND QUARTER 1996 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 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. 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 ). 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. 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 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 EX-27 2 FDS FOR THIRD QUARTER
5 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. 1,000,000 6-MOS DEC-28-1996 JUN-29-1996 377 0 313 0 328 0 2,928 0 13,121 0 1,726 0 0 61 2,100 13,121 1,328 1,732 1,204 1,553 0 0 54 126 44 82 0 0 0 82 1.47 1.47
EX-11 3 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 -----END PRIVACY-ENHANCED MESSAGE-----