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 July 3, 2004 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 001-08634 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) 1300 MoPac Expressway South, Austin, Texas 78746 (Address of principal executive offices, including Zip Code) (512) 434-5800 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark 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 such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). 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 July 3, 2004 Common Stock (par value $1.00 per share) 55,723,917 Page 1 of 127 The Exhibit Index is page 46. 2 TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Parent company financial statements 3 Financial services financial statements 6 Consolidated financial statements 9 Notes to consolidated financial statements 13 Item 2. Management's Discussion and Analysis of Financial 22 Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About 41 Market Risk Item 4. Controls and Procedures 42 PART II. OTHER INFORMATION 42 Item 1. Legal Proceedings 42 Item 2. Changes in Securities, Use of Proceeds and Issuer 43 Purchases of Equity Securities Item 3. Defaults Upon Senior Securities 43 Item 4. Submission of Matters to a Vote of Security 43 Holders Item 5. Other Information 44 Item 6. Exhibits and Reports on Form 8-K 44 SIGNATURES 45 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SUMMARIZED STATEMENTS OF INCOME PARENT COMPANY (TEMPLE-INLAND INC.) Unaudited Second Quarter First Six Months 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) NET REVENUES $ 940 $ 877 $ 1,833 $ 1,724 COSTS AND EXPENSES Cost of sales 800 802 1,600 1,599 Selling 25 28 53 57 General and administrative 43 45 89 90 Other (income) expense 5 21 24 30 ----- ----- ----- ----- 873 896 1,766 1,776 ----- ----- ----- ----- 67 (19) 67 (52) FINANCIAL SERVICES EARNINGS 59 42 112 81 ----- ----- ----- ----- OPERATING INCOME 126 23 179 29 Interest expense (34) (35) (66) (70) Other expense (2) -- (2) -- ----- ----- ----- ----- INCOME (LOSS) FROM CONTINUING BEFORE TAXES 90 (12) 111 (41) Income tax (expense) benefit (35) 167 (43) 179 ----- ----- ----- ----- INCOME FROM CONTINUING OPERATIONS 55 155 68 138 Discontinued operations 1 1 1 1 ----- ----- ----- ----- INCOME BEFORE ACCOUNTING CHANGE 56 156 69 139 Effect of accounting change -- -- -- (1) ----- ----- ----- ----- NET INCOME $ 56 $ 156 $ 69 $ 138 ===== ===== ===== ===== See the notes to consolidated financial statements. 4 SUMMARIZED BALANCE SHEETS PARENT COMPANY (TEMPLE-INLAND INC.) Unaudited Second Year- Quarter End 2004 2003 ---- ---- (In millions) ASSETS Current Assets Cash and cash equivalents $ 67 $ 20 Receivables, net of allowances of $15 in 2004 and $14 in 2003 437 359 Inventories: Work in process and finished goods 90 83 Raw materials and supplies 241 247 ----- ----- Total inventories 331 330 Prepaid expenses and other 63 69 ----- ----- Total current assets 898 778 Investment in Financial Services 1,120 1,123 Timber and Timberlands 499 497 Property and Equipment: Land and buildings 594 600 Machinery and equipment 3,443 3,454 Construction in progress 51 59 Less allowances for depreciation (2,331) (2,259) ----- ----- Total property and equipment 1,757 1,854 Goodwill 235 237 Assets of Discontinued Operations 28 50 Other Assets 113 99 ----- ----- TOTAL ASSETS $ 4,650 $ 4,638 ===== ===== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $ 223 $ 218 Employee compensation and benefits 60 72 Accrued interest 25 27 Accrued property taxes 26 23 Other accrued expenses 133 141 Liabilities of discontinued operations 22 22 Current portion of long-term debt 3 4 ----- ----- Total current liabilities 492 507 Long-Term Debt 1,557 1,611 Deferred Income Taxes 55 25 Postretirement Benefits 144 146 Pension Liability 274 250 Other Long-Term Liabilities 63 131 ----- ----- Total Liabilities 2,585 2,670 Shareholders' Equity 2,065 1,968 ----- ----- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,650 $ 4,638 ===== ===== See the notes to consolidated financial statements. 5 SUMMARIZED STATEMENTS OF CASH FLOW PARENT COMPANY (TEMPLE-INLAND INC.) Unaudited First Six Months ------------ 2004 2003 ---- ---- (In millions) CASH PROVIDED BY (USED FOR) OPERATIONS Net income (loss) $ 69 $ 138 Adjustments: Depreciation and amortization 111 118 Non-cash stock based compensation 19 16 Non-cash pension and postretirement expense 30 27 Cash contribution to pension and postretirement plans (8) (6) Other non-cash charges (credits) 14 (135) Deferred income taxes 30 -- Net earnings of financial services (70) (52) Dividends from financial services 70 70 Net assets of discontinued operations (9) (1) Cumulative effect of accounting change -- 1 Other (5) 8 ----- ----- 251 184 Changes in: Receivables (78) (46) Inventories (2) 18 Prepaid expenses and other 6 (16) Accounts payable and accrued expenses (14) 2 ----- ----- 163 142 ----- ----- CASH PROVIDED BY (USED FOR) INVESTING Capital expenditures (64) (58) Sales of non-strategic assets 61 30 Other acquisitions and joint ventures (3) (5) ----- ----- (6) (33) ----- ----- CASH PROVIDED BY (USED FOR) FINANCING Payments of debt (55) (74) Payments of other long-term liabilities (64) -- Cash dividends paid to shareholders (40) (37) Proceeds from exercise of stock options 49 -- Additions to debt -- 2 ----- ----- (110) (109) Effect of exchange rate changes on cash -- -- ----- ----- Net increase (decrease) in cash and cash equivalents 47 -- Cash and cash equivalents at beginning of period 20 17 ----- ----- Cash and cash equivalents at end of period $ 67 $ 17 ===== ===== See the notes to consolidated financial statements. 6 SUMMARIZED STATEMENTS OF INCOME FINANCIAL SERVICES Unaudited Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) INTEREST INCOME Loans and loans held for sale $ 118 $ 131 $ 232 $ 264 Securities available-for-sale 14 18 29 37 Securities held-to-maturity 43 37 89 77 Other earning assets -- 1 1 2 ---- ---- ---- ---- Total interest income 175 187 351 380 INTEREST EXPENSE Deposits 33 49 67 102 Borrowed funds 43 44 85 89 ---- ---- ---- ---- Total interest expense 76 93 152 191 ---- ---- ---- ---- NET INTEREST INCOME 99 94 199 189 (Provision) credit for loan losses 4 (20) 4 (31) ---- ---- ---- ---- NET INTEREST INCOME AFTER (PROVISION) CREDIT FOR LOAN LOSSES 103 74 203 158 ---- ---- ---- ---- NONINTEREST INCOME Loan servicing fees 8 7 16 16 Amortization and impairment of servicing rights (6) (23) (13) (41) Loan origination and sale of loans 46 88 83 154 Real estate operations 20 12 35 20 Insurance commissions and fees 13 12 24 22 Service charges on deposits 11 9 20 17 Operating lease income 3 3 6 5 Other 8 10 17 20 ---- ---- ---- ---- Total noninterest income 103 118 188 213 ---- ---- ---- ---- NONINTEREST EXPENSE Compensation and benefits 74 91 144 174 Loan servicing and origination 4 4 6 7 Real estate operations, other than compensation 12 8 20 15 Insurance operations, other than compensation 2 1 3 3 Occupancy 7 8 15 16 Data processing 5 6 9 13 Other 43 32 82 62 ---- ---- ---- ---- Total noninterest expense 147 150 279 290 ---- ---- ---- ---- INCOME BEFORE TAXES 59 42 112 81 Income tax (expense) (22) (15) (42) (29) ---- ---- ---- ---- NET INCOME $ 37 $ 27 $ 70 $ 52 ==== ==== ==== ==== See the notes to consolidated financial statements. 7 SUMMARIZED BALANCE SHEETS FINANCIAL SERVICES Unaudited Second Quarter Year-End 2004 2003 ---- ---- (In millions) ASSETS Cash and cash equivalents $ 353 $ 379 Loans held for sale 566 551 Loans, net of allowance for losses of $100 in 2004 9,414 9,026 and $111 in 2003 Securities available-for-sale 1,241 1,374 Securities held-to-maturity 4,425 5,267 Real estate 252 295 Premises and equipment, net 172 164 Accounts, notes and accrued interest receivable 130 138 Goodwill 158 147 Mortgage servicing rights 90 89 Other assets 212 231 ------ ------ TOTAL ASSETS $ 17,013 $ 17,661 ====== ====== LIABILITIES AND SHAREHOLDER'S EQUITY Deposits $ 8,813 $ 8,698 Federal Home Loan Bank advances 4,579 4,992 Securities sold under repurchase agreements 1,577 1,327 Obligations to settle trade date securities 3 567 Other liabilities 417 410 Other borrowings 199 239 Preferred stock issued by subsidiaries 305 305 ------ ------ TOTAL LIABILITIES 15,893 16,538 ------ ------ SHAREHOLDER'S EQUITY 1,120 1,123 ------ ------ TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 17,013 $ 17,661 ====== ====== See the notes to consolidated financial statements. 8 SUMMARIZED STATEMENTS OF CASH FLOWS FINANCIAL SERVICES Unaudited First Six Months ---------------- 2004 2003 ---- ---- (In millions) CASH PROVIDED BY (USED FOR) OPERATIONS Net income $ 70 $ 52 Adjustments: Depreciation of premises and equipment 12 12 Depreciation of leased assets 4 4 Amortization and impairment of servicing rights 13 41 Provision (credit) for loan losses (4) 31 Amortization and accretion of financial instruments 9 9 Deferred income taxes 4 (9) ----- ----- 108 140 Changes in: Loans held for sale, originations of loans (3,932) (7,477) Loans held for sale, sales of loans 3,902 7,495 Collections on loans services for others, net (1) (31) Other 13 49 ----- ----- 90 176 ----- ----- CASH PROVIDED BY (USED FOR) INVESTING Securities available-for-sale: Purchases (28) (4) Principal payments and maturities 157 312 Securities held-to-maturity: Purchases (666) (1,112) Principal payments and maturities 933 960 Loans originated or acquired, net of collections (448) (44) Sale of loans 35 23 Acquisitions, net of cash acquired (15) (1) Capital expenditures (18) (11) Other 42 4 ----- ----- (8) 127 ----- ----- CASH PROVIDED BY (USED FOR) FINANCING Net increase (decrease) in deposits 116 (29) Repurchase agreements and short-term borrowings, net (8) 58 Additions to long-term FHLB advances and other borrowings 183 57 Payments of long-term FHLB advances and other borrowings (341) (425) Dividends paid to parent company (70) (70) Other 12 9 ----- ----- (108) (400) ----- ----- Net increase (decrease) in cash and cash equivalents (26) (97) Cash and cash equivalents at beginning of period 379 438 ----- ----- Cash and cash equivalents at end of period $ 353 $ 341 ===== ===== See the notes to consolidated financial statements. 9 CONSOLIDATED STATEMENTS OF INCOME TEMPLE-INLAND INC. AND SUBSIDIARIES Unaudited Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions, except per share amounts) REVENUES Manufacturing $ 940 $ 877 $ 1,833 $ 1,724 Financial Services 278 305 539 593 ----- ----- ----- ----- 1,218 1,182 2,372 2,317 ----- ----- ----- ----- COSTS AND EXPENSES Manufacturing 873 896 1,766 1,776 Financial Services 219 263 427 512 ----- ----- ----- ----- 1,092 1,159 2,193 2,288 ----- ----- ----- ----- OPERATING INCOME 126 23 179 29 Parent company interest (34) (35) (66) (70) Other expense (2) -- (2) -- ----- ----- ----- ----- INCOME (LOSS) BEFORE TAXES 90 (12) 111 (41) Income tax (expense) benefit (35) 167 (43) 179 ----- ----- ----- ----- INCOME FROM CONTINUING OPERATIONS 55 155 68 138 Discontinued operations 1 1 1 1 ----- ----- ----- ----- INCOME BEFORE ACCOUNTING CHANGE 56 156 69 139 Effect of accounting change -- -- -- (1) ----- ----- ----- ----- NET INCOME $ 56 $ 156 $ 69 $ 138 ===== ===== ===== ===== EARNINGS (LOSS) PER SHARE Basic: Income from continuing operations $ 0.99 $ 2.86 $ 1.23 $ 2.55 Discontinued operations 0.01 0.01 0.01 0.01 Effect of accounting change -- -- -- (0.01) ----- ----- ----- ----- Net income $ 1.00 $ 2.87 $ 1.24 $ 2.55 ===== ===== ===== ===== Diluted: Income from continuing operations $ 0.98 $ 2.86 $ 1.22 $ 2.55 Discontinued operations 0.01 0.01 0.01 0.01 Effect of accounting change -- -- -- (0.01) ----- ----- ----- ----- Net income $ 0.99 $ 2.87 $ 1.23 $ 2.55 ===== ===== ===== ===== DIVIDENDS PAID PER SHARE OF COMMON STOCK $ 0.36 $ 0.34 $ 0.72 $ 0.68 ===== ===== ===== ===== See the notes to consolidated financial statements. 10 CONSOLIDATING BALANCE SHEETS TEMPLE-INLAND INC. AND SUBSIDIARIES Second Quarter 2004 Unaudited Parent Financial Company Services Consolidated ------- -------- ------------ (In millions) ASSETS Cash and cash equivalents $ 67 $ 353 $ 420 Loans held for sale -- 566 566 Loans receivable -- 9,414 9,414 Securities available-for-sale -- 1,241 1,241 Securities held-to-maturity -- 4,425 4,425 Trade receivables 437 -- 437 Inventories 331 -- 331 Timber and timberlands 499 -- 499 Property and equipment 1,757 172 1,929 Goodwill 235 158 393 Other assets 204 684 852 Investment in Financial Services 1,120 -- -- ----- ------ ------ TOTAL ASSETS $ 4,650 $ 17,013 $ 20,507 ===== ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ -- $ 8,813 $ 8,813 Federal Home Loan Bank advances -- 4,579 4,579 Securities sold under repurchase agreements -- 1,577 1,577 Obligations to settle trade date securities -- 3 3 Other liabilities 555 417 952 Long-term debt 1,557 199 1,756 Deferred income taxes 55 -- 39 Postretirement benefits 144 -- 144 Pension liability 274 -- 274 Preferred stock issued by subsidiaries -- 305 305 ----- ------ ------ TOTAL LIABILITIES $ 2,585 $ 15,893 $ 18,442 ----- ------ ------ 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 395 Accumulated other comprehensive loss (185) Retained earnings 2,052 ----- 2,323 Cost of shares held in the treasury: 5,665,635 shares (258) ----- TOTAL SHAREHOLDERS' EQUITY 2,065 ----- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 20,507 ====== See the notes to consolidated financial statements. 11 CONSOLIDATING BALANCE SHEETS TEMPLE-INLAND INC. AND SUBSIDIARIES Year-End 2003 Unaudited Parent Financial Company Services Consolidated ------- -------- ------------ (In millions) ASSETS Cash and cash equivalents $ 20 $ 379 $ 399 Loans held for sale -- 551 551 Loans receivable -- 9,026 9,026 Securities available-for-sale -- 1,374 1,374 Securities held-to-maturity -- 5,267 5,267 Trade receivables 359 -- 359 Inventories 330 -- 330 Timber and timberlands 497 -- 497 Property and equipment 1,854 164 2,018 Goodwill 237 147 384 Other assets 218 753 938 Investment in Financial Services 1,123 -- -- ----- ------ ------ TOTAL ASSETS $ 4,638 $ 17,661 $ 21,143 ===== ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ -- $ 8,698 $ 8,698 Federal Home Loan Bank advances -- 4,992 4,992 Securities sold under repurchase agreements -- 1,327 1,327 Obligations to settle trade date securities -- 567 567 Other liabilities 638 410 1,033 Long-term debt 1,611 239 1,850 Deferred income taxes 25 -- 7 Postretirement benefits 146 -- 146 Pension liability 250 -- 250 Preferred stock issued by subsidiaries -- 305 305 ----- ------ ------ TOTAL LIABILITIES $ 2,670 $ 16,538 $ 19,175 ----- ------ ------ 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 377 Accumulated other comprehensive loss (185) Retained earnings 2,023 ----- 2,276 ----- Cost of shares held in the treasury: 6,792,410 shares (308) TOTAL SHAREHOLDERS' EQUITY 1,968 ----- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 21,143 ====== See the notes to consolidated financial statements. 12 CONSOLIDATED STATEMENT OF CASH FLOWS TEMPLE-INLAND INC. AND SUBSIDIARIES Unaudited First Six Months ---------------- 2004 2003 ---- ---- (In millions) CASH PROVIDED (USED FOR) OPERATIONS Net income (loss) $ 69 $ 138 Adjustments: Depreciation and amortization 127 134 Amortization and accretion of financial instruments 22 50 Provision for loan losses (4) 31 Deferred income taxes 34 (9) Other non-cash charges (credits) 14 (135) Net assets of discontinued operations (9) (1) Cumulative effect of accounting change -- 1 Other 49 94 ---- ---- 302 303 ---- ---- Changes in: Receivables (78) (46) Inventories (2) 18 Prepaid expenses and other 6 (16) Accounts payable and accrued expenses (14) 2 Loans held for sale, originations of loans (3,932) (7,477) Loans held for sale, sales of loans 3,902 7,495 Collections on loans services for others, net (1) (31) ---- ---- 183 248 ---- ---- CASH PROVIDED BY (USED FOR) INVESTING Capital expenditures (82) (69) Sale of non-strategic assets 61 30 Securities available-for-sale, net 129 308 Securities held-to-maturity, net 267 (152) Loans originated or acquired, net of principal collected (448) (44) Proceeds from sale of loans 35 23 Acquisitions, net of cash acquired (18) (6) Other 42 4 ---- ---- (14) 94 ---- ---- CASH PROVIDED BY (USED FOR) FINANCING Deposits, net 116 (29) Additions to long-term debt 183 59 Payments of long-term debt (396) (499) Payments of other long-term liabilities (64) -- Repurchase agreements and short-term borrowings, net (8) 58 Cash dividends paid to shareholders (40) (37) Proceeds from exercise of stock options 49 -- Other 12 9 ---- ---- (148) (439) ---- ---- Effect of exchange rate changes on cash -- -- ---- ---- Net increase (decrease) in cash and cash equivalents 21 (97) Cash and cash equivalents at beginning of period 399 455 ---- ---- Cash and cash equivalents at end of period $ 420 $ 358 ==== ==== See the notes to consolidated financial statements. 13 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE A - BASIS OF PRESENTATION We prepared these unaudited interim financial statements 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. As a result, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in our opinion, all adjustments (consisting only of normal accruals) considered necessary for a fair presentation have been included. These interim operating results are not necessarily indicative of the results that may be expected for the entire year. For further information, refer to the financial statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2004. The consolidated financial statements include the accounts of Temple-Inland Inc. and its manufacturing and financial services subsidiaries. Substantially all of our consolidated net assets invested in financial services are subject to regulatory rules and restrictions including restrictions on the ability of financial services to pay dividends to us. Accordingly, included as an integral part of the consolidated financial statements are separate summarized financial statements for our parent company and for our financial services segment. The parent company summarized financial statements include the accounts of Temple-Inland and its manufacturing segments. The net assets invested in financial services are reflected using the equity method. Related earnings, however, are presented before tax to be consistent with the consolidated financial statements. We have eliminated all material intercompany amounts and transactions. We have reclassified certain prior period amounts to conform to current year's classifications. 14 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE B - EARNINGS PER SHARE Denominators used in computing per share amounts were: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Denominator for basic earnings per share: Weighted average common shares outstanding 55.6 54.1 55.3 54.0 Dilutive effect of: Equity purchase contracts -- -- -- -- Stock options 0.6 -- 0.6 0.1 ----- ----- ----- ----- Denominator for diluted earnings per share 56.2 54.1 55.9 54.1 ===== ===== ===== ===== NOTE C - COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Net income $ 56 $ 156 $ 69 $ 138 Other comprehensive income (loss), net of taxes: Unrealized gains (losses) on: Available-for-sale securities (1) (3) (3) 1 Derivative instruments 4 (1) 4 (1) Foreign currency translation adjustments (1) 1 (1) (2) ----- ----- ----- ----- Other comprehensive income (loss) 2 (3) -- (2) ----- ----- ----- ----- Comprehensive income $ 58 $ 153 $ 69 $ 136 ===== ===== ===== ===== At second quarter-end 2004, the aggregate fair value of all of our derivative instruments was a $3 million liability consisting of a $5 million liability for our interest rate swap derivative and a $2 million asset for our linerboard and OCC derivatives. The ineffective portion of the interest rate swap derivative resulted in a $1 million reduction in interest expense in second quarter and first six months 2004. During second quarter 2004, $4 million was reclassified from other comprehensive income into interest expense because it is probable that a portion of the forecasted transaction will not occur. NOTE D - SEGMENT INFORMATION We have three reportable segments: corrugated packaging, forest products, and financial services. We evaluate performance based on operating income before other (income) expense and unallocated expenses, principally general and administrative expenses. We do not allocate parent company interest to the business segments. Other (income) expense includes gain or loss on sale of assets, asset impairments and expenses associated with consolidation initiatives and facility closures. 15 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Unallocated Expenses and Corrugated Forest Financial Other Income For Second Quarter 2004 Packaging Products Services (Expense) Total ----------------------- ---------- -------- --------- ------------ ----- (In millions) Revenues from external customers $ 687 $ 253 $ 278 $ -- $ 1,218 Depreciation and amortization 40 13 8 2 63 Operating income 26 65 59 (24)126 Financial services, net interest income -- -- 99 -- 99 Capital expenditures 23 11 9 2 45 ------------------------------------------------------------------------------------- For First Six Months 2004 or at Second Quarter-End 2004 ----------------------------- (In millions) Revenues from external customers $ 1,360 $ 473 $ 539 $ -- $ 2,372 Depreciation and amortization 79 28 16 4 127 Operating income 36 97 112 (66) 179 Financial services, net interest income -- -- 199 -- 199 Total assets 2,307 1,021 17,013 166 20,507 Capital expenditures 41 19 18 4 82 Goodwill 235 -- 158 -- 393 ------------------------------------------------------------------------------------- For Second Quarter 2003 ----------------------- (In millions) Revenues from external customers $ 685 $ 192 $ 305 $ -- $ 1,182 Depreciation and amortization 42 16 9 1 68 Operating income 7 15 44 (43)(c) 23 Financial services, net interest income -- -- 94 -- 94 Capital expenditures 21 7 6 1 35 ------------------------------------------------------------------------------------- For First Six Months 2003 or at Second Quarter-End 2003 ----------------------------- (In millions) Revenues from external customers $ 1,352 $ 372 $ 593 $ -- $ 2,317 Depreciation and amortization 83 32 16 3 134 Operating income 9 8 83 (71) 29 Financial services, net interest income -- -- 189 -- 189 Total assets 2,442 1,116 17,888 99 21,545 Capital expenditures 41 15 11 2 69 Goodwill 239 -- 149 -- 388 ------------------------------------------------------------------------------------- NOTE E - EMPLOYEE BENEFIT PLANS The components of net periodic benefit cost of our defined benefit pension plans are: First Six Second Quarter Months -------------- ------------ 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Service costs $ 6 $ 5 $ 12 $ 11 Interest cost on projected benefit obligation 18 15 36 33 Expected return on plan assets (17) (15) (34) (32) Amortization of prior service costs -- 1 -- 1 Amortization of net (gain) loss 6 2 12 8 ---- ---- ---- ---- Net periodic benefit cost $ 13 $ 8 $ 26 $ 21 ==== ==== ==== ==== 17 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The components of net periodic benefit cost of our postretirement benefit plans are: First Six Second Quarter Months -------------- ------------ 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Service costs $ 1 $ 1 $ 2 $ 2 Interest cost on projected benefit obligation 2 2 4 5 Expected return on plan assets -- -- -- -- Amortization of prior service costs (1) (1) (2) (2) Amortization of net (gain) loss -- 1 -- 1 ---- ---- ---- ---- Net periodic benefit cost $ 2 $ 3 $ 4 $ 6 ==== ==== ==== ==== The Medicare Prescription Drug, Improvement and Modernization Act of 2003 was enacted in December 2003. This act expands Medicare to include, for the first time, coverage for prescription drugs. Our postretirement benefit plans provide for medical coverage, including a prescription drug subsidy, for certain participants. Due to the absence of detailed guidance necessary to implement the act, we are unable to precisely determine its effects on our postretirement benefit plans. However, based on our current understanding and analysis, it is likely that the effects will not significantly reduce our net periodic benefit costs. In second quarter 2004, we adopted FASB Staff Position, No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. This staff position permits us to defer recognizing the effects of the act when we conclude they are not significant until our next annual plan measurement date, September 2004. At that time the effects will be considered and will likely reduce our net periodic benefit cost in 2005 and beyond but not by a significant amount. NOTE F - STOCK-BASED COMPENSATION Prior to 2003, we used the intrinsic value method in accounting for stock-based compensation. As a result, no stock- based compensation expense related to stock options granted prior to 2003 is reflected in net income, as all stock options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. Therefore, the cost related to stock-based compensation recognized in net income for second quarter and first six months 2004 and 2003 is less than would have been recognized if the fair value method had been applied to all stock options granted since 1995. The following table illustrates the effect on net income and earnings per share as if the fair value method had been applied to all stock options granted since 1995. 18 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS First Six Second Quarter Months -------------- ------------ 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Net income, as reported $ 56 $ 156 $ 69 $ 138 Add: Stock-based compensation expense, net of related tax effects, included in the determination of reported net income 4 5 13 10 Deduct: Total stock-based compensation expense, net of related tax effects, determined under the fair value based method for all awards (7) (8) (18) (15) ---- ---- ---- ---- Pro forma net income $ 53 $ 153 $ 64 $ 133 ==== ==== ==== ==== Earnings per share: Basic, as reported $ 1.00 $ 2.87 $ 1.24 $ 2.55 Basic, pro forma $ 0.95 $ 2.83 $ 1.18 $ 2.46 Diluted, as reported $ 0.99 $ 2.87 $ 1.23 $ 2.55 Diluted, pro forma $ 0.94 $ 2.83 $ 1.18 $ 2.46 NOTE G - CONTINGENCIES We are involved in various legal proceedings that arise from time to time in the ordinary course of doing business. We believe that the possibility of a material liability from any of these proceedings is remote and we do not believe that the outcome of any of these proceedings should have a material adverse effect on our financial position, results of operations, or cash flow. NOTE H - ASSETS HELD FOR SALE Assets held for sale include assets of discontinued operations and other assets held for sale. At second quarter-end 2004, discontinued operations consist of the chemical business obtained in the 2002 acquisition of Gaylord Container Corporation and accruals related to the 1999 sale of our bleached paperboard operations. At second quarter- end 2004, the assets and liabilities of the discontinued operations include $6 million of working capital, $18 million of property and equipment, and $18 million of environmental and other long-term accruals. Revenues from discontinued operations for second quarter 2004 were $4 million and for first six months 2004 were $8 million. During first six months 2004 we sold certain assets used in our specialty packaging operations, our Clarion MDF facility and other non-strategic assets for $72 million of which $61 million was cash and $11 million was a note due in 2009. At second quarter-end 2004, the carrying value of other assets held for sale was $1 million compared with $23 million at year-end 2003. 19 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Impairment charges related to and gains or losses recognized upon sale of these assets are included in other operating (income) expense. NOTE I - OTHER OPERATING (INCOME) EXPENSE Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Expenses associated with consolidation of administrative functions $ 1 $ 21 $ 6 $ 24 Loss on closure of production and converting facilities 3 1 17 7 Collection of notes that were previously written off -- (1) -- (1) Other 1 -- 1 -- ---- ---- ---- ---- Total $ 5 $ 21 $ 24 $ 30 ==== ==== ==== ==== Expenses associated with the consolidation of administrative functions consist principally of severance, most of which was paid during 2003. During second quarter 2004, we revised our estimates of contractual relocation expense and reduced our accrual for these expenses by $2 million. In conjunction with our previously announced plans, we closed one converting facility in first quarter 2004, one converting facility in second quarter 2004 and we intend to close three more converting facilities in third quarter 2004. In addition, during first six months 2004, we recognized a $12 million impairment charge related to our Clarion MDF facility, which we sold during second quarter 2004 for a nominal gain. Also during second quarter 2004, we sold certain assets used in our specialty packaging operation. As a result, we incurred $4 million in severance and other exit costs during first six months 2004 and expect to incur additional severance and exit costs in third quarter 2004. We also recognized asset impairments and gains (losses) upon disposition of assets of $13 million during first six months 2004 related to these closures. A summary of the activity within our accruals for exit costs during second quarter 2004 follow: 20 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Beginning Cash End of of Period Additions Payments Period --------- --------- -------- ------ (In millions) Involuntary employee termination severance $ 3 $ 3 $ 3 $ 3 Contract termination penalties 6 -- -- 6 Environmental compliance 11 -- -- 11 Demolition 11 -- 1 10 ---- ---- ---- ---- Total $ 31 $ 3 $ 4 $ 30 ==== ==== ==== ==== NOTE J - ACQUISITIONS AND OTHER ITEMS During first quarter 2004, financial services acquired an insurance agency for $15 million cash. The purchase price was allocated to acquired assets and liabilities based upon their fair values with $10 million allocated to goodwill. The unaudited pro forma results of operations, assuming the acquisition had been effected at the beginning of the year, would not have been materially different from those reported. During second quarter 2004, we recognized a $2 million charge, which is included in other expense, related to our early retirement of $44 million of debt. NOTE K - ACCOUNTING PRONOUNCEMENTS During first quarter 2004, we were required to adopt the following accounting pronouncements: FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities an Interpretation of ARB No. 51. This interpretation provides guidance for determining whether an entity is a variable interest entity and which beneficiary of the variable interest entity, if any, should consolidate the variable interest entity. There was no effect on earnings or financial position of adopting this interpretation. Disclosures required by this interpretation follow: * In 1999 we entered into an agreement to lease particleboard and medium density fiberboard facilities in Mt. Jewett, PA. The lease is for 20 years and includes fixed price purchase options in 2014 and at the end of the lease. The option prices were intended to approximate the estimated fair values of the facilities at those dates and do not represent a guarantee of the facilities' residual values. After exhaustive efforts, we were unable to determine whether the lease is with a variable interest entity or if there is a primary beneficiary because the unrelated third party lessors will not provide the necessary financial 21 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS information. The lease is accounted for as an operating lease and at year-end 2003 our financial interest was limited to our obligation to make the remaining $191 million of contractual lease payments, $10 million per year. * In 1999 we invested $2 million in the form of equity and subordinated debt in a residential land development partnership that meets the definition of a variable interest entity. However, we have determined that we are not the primary beneficiary of the entity and, therefore, are not required to consolidate this entity. At year-end 2003, this partnership had total assets of $88 million and total liabilities of $89 million. Our maximum exposure to loss is the carrying amount of our subordinated debt and equity investments in this partnership, currently $2 million. Securities and Exchange Commission Staff Accounting Bulletin No.105, Application of Accounting Principles to Loan Commitments. This bulletin applies to loan commitments issued after March 2004 and accounted for as derivative instruments and it precludes the recognition of an asset at the inception of the loan commitment. The effect of adopting this bulletin was not significant. FASB Staff Position, No. FAS 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. The effect of adopting this staff position was not significant. See Note E for additional information. 22 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward- looking statements. Factors that might cause such differences include general economic, market, or business conditions; the opportunities or lack thereof that may or may not be presented to and pursued by us; availability and price of raw materials we use; competitive actions by others; changes in laws or regulations; the accuracy of our judgments and estimates concerning the integration of acquired operations and the consolidation and supply chain initiatives; and other factors, many of which are beyond our control. Results of Operations for Second Quarter and First Six Months Ended June 2004 and 2003 Summary A summary of our consolidated results for second quarter and first six months follows: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions, except per share) Consolidated revenues $ 1,218 $ 1,182 $ 2,372 $ 2,317 Income (loss) from continuing operations 55 155 68 138 Income (loss) from continuing operations, per diluted share 0.98 2.86 1.22 2.55 Average diluted shares outstanding 56.2 54.1 55.9 54.1 Significant items affecting second quarter 2004 compared with second quarter 2003 income from continuing operations included: * a one-time tax benefit of $165 million, $3.05 per diluted share, that was recorded in second quarter 2003; * higher corrugated packaging shipments and lower mill and converting costs, partially offset by lower prices; * higher pricing and shipments within forest products; * improvements in financial services operating income, principally due to higher spreads and lower loan loss provisions, partially offset by lower mortgage origination activity; and 23 * charges and expenses of $7 million related to under- performing and non-strategic assets and the consolidation of administrative functions and early retirement of debt. Business Segments We manage our operations through three business segments: * Corrugated packaging, * Forest products, and * Financial services. Our operations are affected to varying degrees by supply and demand factors and economic conditions including changes in interest rates, new housing starts, home repair and remodeling activities, and the strength of the U.S. dollar. Given the commodity nature of our manufactured products, we have little control over market pricing or market demand. A summary of the results of operations by business segment follows: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Revenues Corrugated packaging $ 687 $ 685 $ 1,360 $1,352 Forest products 253 192 473 372 Financial services 278 305 539 Includes other (income) expense for second quarter 2004 of $5 million, which consists of a $3 million charge associated with converting and production facility closures, a $1 million charge related to consolidation and supply chain initiatives, and $1 million of other. Of these amounts, $4 million applies to corrugated packaging and $1 million is unallocated. Includes other (income) expense for first six months 2004 of $24 million, which consists of a $17 million charge associated with converting and production facility closures, a $6 million charge related to consolidation and supply chain initiatives, and $1 million of other. Of these amounts, $6 million applies to corrugated packaging, $12 million applies to forest products, and $6 million is unallocated. Includes other (income) expense for second quarter 2003 of $23 million, which consists of a $1 million charge associated with a production facility closure, a $23 million charge related 16 TEMPLE-INLAND INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS to consolidation and supply chain initiatives, and other income of $1 million related to the collection of notes previously written off. Of these amounts, $1 million applies to forest products, $2 million applies to financial services, $21 million is unallocated, and the $1 million of other income applies to corrugated packaging. Includes other (income) expense for first six months 2003 of $32 million, which consists of a $7 million charge associated with converting and production facility closures, a $26 million charge related to consolidation and supply chain initiatives, and other income of $1 million related to the collection of notes previously written off. Of these amounts, $5 million applies to corrugated packaging, $1 million applies to forest products, $2 million applies to financial services and $24 million is unallocated. As a result of the consolidation of our administrative functions and adoption of a shared services concept, beginning first quarter 2004, we changed the way we allocate cost to the business segments. The effect of this change was to increase segment operating income and to increase unallocated expenses by a like amount. Second quarter and first six months 2003 amounts have been reclassified to reflect this change as follows: Originally As Reported Reclassification Reclassified -------- ---------------- ------------ (In millions) Second Quarter 2003 Corrugated packaging $ 1 $ 6 $ 7 Forest products 12 3 15 Financial services 44 -- 44 ----- ----- ----- Segment operating income 57 9 66 Unallocated expenses (34) (9) (43) ----- ----- ----- Operating income $ 23 $ -- $ 23 ===== ===== ===== First Six Months 2003 Corrugated packaging $ (3) $ 12 $ 9 Forest products 3 5 8 Financial services 83 -- 83 ----- ----- ----- Segment operating income 83 17 100 Unallocated expenses (54) (17) (71) ----- ----- ----- Operating income $ 29 $ -- $ 29 ===== ===== ===== 593 ----- ----- ----- ----- Total revenues $ 1,218 $ 1,182 $ 2,372 $2,317 ===== ===== ===== ===== Segment Operating Income Corrugated packaging $ 26 $ 7 $ 36 $ 9 Forest products 65 15 97 8 Financial services 59 44 112 83 ----- ----- ----- ----- Total segment operating income 150 66 245 100 Unallocated expenses (19) (20) (42) (39) Other expense (7) (23) (26) (32) Parent company interest (34) (35) (66) (70) ----- ----- ----- ----- Income (loss) before taxes 90 (12) 111 (41) Income tax (expense) benefit (35) 167 (43) 179 ----- ----- ----- ----- Income from continuing operations 55 155 68 138 Discontinued operations 1 1 1 1 Effect of accounting change -- -- -- (1) ----- ----- ----- ----- Net income $ 56 $ 156 $ 69 $ 138 ===== ===== ===== ===== Corrugated Packaging A summary of our corrugated packaging results follows: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Revenues $ 687 $ 685 $ 1,360 $ 1,352 Segment operating income 26 7 36 9 Corrugated packaging shipments continued to improve and inventory levels continued to decline.We announced a $50 per ton increase in the price of linerboard effective March 2004 and a similar increase in corrugated packaging prices effective April 2004. We announced another $50 per ton increase in the price of 25 linerboard effective June 2004 and a similar increase in corrugated packaging prices effective July 2004. Second Quarter First Six 2004 versus Months 2004 Second Quarter versus First 2003 Six Months 2003 -------------- --------------- Increase (Decrease) Corrugated packaging Average prices (3)% (4)% Shipments per workday, tons 8% 6% Industry shipments, average week(msf) Includes the effect of a reclassification of $6 million related to first quarter 2004. The reclassification had no effect on operating income. As a result of the consolidation of our administrative functions and adoption of a shared services concept, beginning first quarter 2004, we changed the way we allocate cost to the business segments. The effect of this change was to increase segment operating income and to increase unallocated expenses by a like amount. Second quarter and first six months 2003 amounts have been reclassified to reflect this change as follows: 24 Originally As Reported Reclassification Reclassified -------- ---------------- ------------ (In millions) Second Quarter 2003 Corrugated packaging $ 1 $ 6 $ 7 Forest products 12 3 15 Financial services 44 -- 44 ----- ----- ----- Segment operating income 57 9 66 Unallocated expenses (34) (9) (43) ----- ----- ----- Operating income $ 23 $ -- $ 23 ===== ===== ===== First Six Months 2003 Corrugated packaging $ (3) $ 12 $ 9 Forest products 3 5 8 Financial services 83 -- 83 ----- ----- ----- Segment operating income 83 17 100 Unallocated expenses (54) (17) (71) ----- ----- ----- Operating income $ 29 $ -- $ 29 ===== ===== ===== Other (income) expense for second quarter 2004 consists of a $3 million charge associated with converting and production facility closures, a $1 million charge related to consolidation and supply chain initiatives, $1 million of other, and a $2 million charge related to the early retirement of debt. Of these amounts, $4 million applies to corrugated packaging and $3 million is unallocated. Other (income) expense for second quarter 2003 consists of a $1 million charge related to a production facility closure, a $23 million charge related to consolidation and supply chain initiatives, and other income of $1 million related to the collection of notes previously written off. Of these amounts $1 million applies to forest products, $2 million applies to financial services, $21 million is unallocated, and $1 million of other income applies to corrugated packaging. Other (income) expense for first six months 2004 consists of a $17 million charge associated with converting and production facility closures, a $6 million charge related to consolidation and supply chain initiatives, $1 million of other, and a $2 million premium related to the early redemption of debt. Of these amounts, $6 million applies to corrugated packaging, $12 million to forest products, and $8 million is unallocated. Other (income) expense for first six months 2003 consists of $7 million associated with converting and production facility closures, a $26 million charge related to consolidation and supply chain initiatives, and other income of $1 million relate to the collection of notes previously written off. Of these amounts, $5 million applies to corrugated packaging, $1 million applies to forest products, $2 million applies to financial services and $24 million is unallocated. Includes a one-time tax benefit of $165 million in second quarter 2003 and first six months 2003. 4% 4% Linerboard Average prices 7% (1)% Shipments, tons (52)% (32)% Compared with first quarter 2004, average corrugated packaging prices were up one percent and shipments per workday were up seven percent. Compared with first quarter 2004, average linerboard prices were up 13 percent while shipments were down 38 percent. Linerboard sales and shipments to third parties were down because more of our production was used in our converting facilities. In addition to reductions in mill and converting costs, other factors affecting operating income include fluctuations in the following costs and expenses: Second Quarter First Six 2004 versus Months 2004 Second Quarter versus First 2003 Six Months 2003 -------------- --------------- Increase (Decrease) OCC recycled fiber $ 7 $ 25 Energy, principally natural gas (1) (3) Depreciation (2) (4) Pension and postretirement 1 3 Our OCC costs averaged $116 per ton during second quarter 2004 compared to $95 per ton during second quarter 2003. Our OCC costs averaged $110 per ton during first six months 2004 compared to $72 per ton during first six months 2003. Our OCC and energy costs fluctuate based on the market prices we pay for these commodities. 26 Information about our mills and converting facilities follows: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Number of converting facilities (at quarter-end) 72 75 72 75 Mill capacity, in thousand tons 827 827 1,654 1,654 Mill production, in thousand tons 849 819 1,680 1,582 Percent mill production used internally 92% 82% 89% 83% Production downtime, excluding routine maintenance, in thousand tons -- 18 -- 64 Corrugated medium purchases from our Premier Boxboard Limited LLC joint venture, in thousand tons 27 47 55 73 We continue our efforts to improve return on investment. These include reviewing operations that are unable to meet return objectives and determining appropriate courses of action, including possibly consolidating and closing additional converting facilities. In conjunction with our previously announced plans: * We closed our Dallas, Texas converting facility in March 2004 and our Raleigh, North Carolina converting facility in April 2004. We announced that we would close one of our Louisville, Kentucky converting facilities, our Mishawaka, Indiana converting facility, and our Rock Hill, Tennessee sheet plant by the end of third quarter 2004. As a result, we paid $2 million in severance cost during second quarter 2004, and we expect to incur additional severance and other exit costs during third quarter 2004. We also recognized asset impairments of $1 million during second quarter 2004 and $2 million during first six months 2004 related to these closures. * We sold certain assets used in our specialty packaging operations and other non-strategic assets for $27 million cash during second quarter 2004 and recognized a gain of $1 million. As a result of the sale of the specialty packaging assets, during second quarter 2004, we incurred $1 million in severance and other exit costs, most of which was paid during second quarter 2004. The accounting effects of these items are included in other operating expense and are excluded from segment operating income. 27 Forest Products A summary of our forest products results follows: Second First Six Quarter Months ------------ ------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Revenues $ 253 $ 192 $ 473 $ 372 Segment operating income (loss) 65 15 97 8 Product prices and shipments continued to improve due in part to the strong housing and remodeling markets. Second Quarter First Six Months 2004 versus Second 2004 versus First Quarter 2003 Six Months 2003 ------------------ ----------------- Increase (Decrease) Average Average Prices Shipments Prices Shipments ------- --------- ------- --------- Lumber 28% 8% 23% 14% Particleboard 27% 16% 21% 9% Gypsum 28% 35% 28% 20% MDF 14% 19% 8% 3% Compared with first quarter 2004, average prices were up 14 percent for lumber, 16 percent for particleboard, eight percent for gypsum, and ten percent for MDF. Shipments were down one percent for lumber, but up one percent for particleboard, 19 percent for MDF and 15 percent for gypsum. Comparisons of shipments for MDF and particleboard are affected by the indefinite closures of our Clarion MDF facility in third quarter 2003 and sale of this facility in second quarter 2004 and by the indefinite closure of our Mt. Jewett particleboard facility in second quarter 2003. Information about our converting and manufacturing facilities follows: Second First Six Quarter Months ------------ ------------- 2004 2003 2004 2003 ---- ---- ---- ---- Number of converting and manufacturing 18 19 18 19 facilities (at quarter-end) Average operating rates for all product lines: High 102% 80% 91% 77% Low 61% 59% 59% 62% Average operating rates include the effects of the indefinite closure of our Clarion MDF facility in third quarter 2003 and sale of this facility in second quarter 2004 and by the indefinite closure of our Mt. Jewett particleboard facility in second quarter 2003. Excluding these effects, the average operating rates for all product lines during the second quarter 2004 would range from a high of 102 percent to a low of 88 28 percent and during first six months 2004 would range from a high of 96 percent to a low of 82 percent. Information regarding sales of our high value land follows: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- Acres sold 912 1,050 1,342 1,303 Profit included in segment operating income (in millions) $ 6 $ 5 $ 9 $ 6 We continue our efforts to enhance return on investment. These include reviewing operations, including our MDF facilities, that are unable to meet return objectives and determining appropriate courses of action. During second quarter 2004, we sold our Clarion MDF facility and recognized a gain on disposition of less than $1 million and incurred an insignificant amount of severance and related exit costs most of which was paid during second quarter 2004. During first quarter 2004, we recognized an asset impairment of $12 million related to this facility. The accounting effect of this item is included in other operating expense and is excluded from segment operating income. Financial Services A summary of our financial services results follows: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (In millions) Net interest income $ 99 $ 94 $ 199 $ 189 Segment operating income 59 44 112 83 Income continued to improve due in part to our asset/liability position and lower loan loss provisions as a result of asset allocations and general improvements in credit quality. Since second quarter 2003, we have changed our asset portfolio, primarily by increasing our residential housing loans, which have fixed interest rates for the first three to five years and adjustable rates thereafter. We have also changed our deposit base by increasing demand deposits and money market accounts and decreasing certificates of deposit. Given this current position, if interest rates remain relatively stable, it is likely that our net interest income will remain near its current level. However, if interest rates change significantly, it is likely that our net interest income will decline. 29 Information concerning our interest rate spread follows: Second Quarter First Six Months ----------------------------------- -------------------------------- 2004 2003 2004 2003 --------------- ---------------- --------------- ---------------- Average Yield/ Average Yield/ Average Yield/ Average Yield/ Balance Rate Balance Rate Balance Rate Balance Rate ------- ------ ------- ------ ------- ------ ------- ------ (Dollars in millions) Earning assets $16,201 4.32% $16,996 4.39% $16,212 4.33% $16,921 4.49% Interest-bearing liabilities 15,451 1.97% 15,703 2.36% 15,294 1.99% 15,624 2.44% ---- ---- ---- ---- Interest rate spread 2.35% 2.03% 2.34% 2.05% The following tables summarize the composition of earning assets and deposits: Second Quarter-End ------------------ 2004 2003 ---- ---- (Dollars in millions) Residential housing assets (loans and securities) $ 12,962 $ 13,269 Other earning assets 2,964 3,515 ------ ------ Total earning assets $ 15,926 $ 16,784 ====== ====== Residential housing assets as a percentage of total earning assets 81% 79% Demand deposit and savings accounts $ 5,185 $ 4,422 Certificates of deposit 3,628 4,713 ------ ------ Total deposits $ 8,813 $ 9,135 ====== ====== The decrease in our earning assets was due primarily to a decrease in mortgage loans held for sale and mortgage warehouse loans, as higher mortgage rates resulted in a reduction in the volume of mortgages being refinanced. It is likely that our earning assets will continue to decrease during 2004. Other factors affecting operating income include fluctuations in the following noninterest income and expenses: Second Quarter First Six Months 2004 versus Second 2004 versus First Quarter 2003 Six Months 2003 ------------------ ----------------- Increase (Decrease) (In millions) Noninterest income: Loan origination and sale of loans $ (42) $ (71) Servicing rights amortization and impairment (17) (28) The decrease in loan origination and sale of loans was due to the decline in mortgage loan origination activity as refinancing activity slowed considerably. The decrease in servicing rights amortization and impairment was due to the decrease in prepayments. The mortgage servicing impairment 30 valuation allowance was reduced by $3 million in second quarter 2004 and first six months 2004 compared with increases of $5 million in second quarter 2003 and $7 million in first six months 2003. As mortgage interest rates rise, mortgage loan origination activity and servicing rights amortization and impairment generally decline and as mortgage interest rates decline, mortgage loan origination activity and servicing rights amortization and impairment generally increase. Information regarding mortgage loan origination activity follows: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (Dollars in millions) Loans originated for sale to third parties $ 1,697 $ 3,794 $ 2,954 $ 6,420 Value of mortgage servicing rights retained $ 11 $ 13 $ 15 $ 19 Factors affecting noninterest expense follow: Second Quarter First Six Months 2004 versus Second 2004 versus First Quarter 2003 Six Months 2003 ------------------ ----------------- Increase (Decrease) (In millions) Noninterest expense: Compensation and benefits $ (17) $ (30) Real estate operations 4 5 A significant portion of our compensation cost is directly related to our mortgage loan origination volume. In second quarter and first six months 2004, compensation costs declined in conjunction with the decline in mortgage loan origination volume. A portion of our mortgage loan origination-related costs is directly variable with origination volume. However, other mortgage loan origination-related operating costs are fixed or only partially variable. Information regarding the mortgage loans we service for others and our mortgage servicing rights follows: 31 Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (Dollars in millions) Outstanding balance of loans $ 8,128 $ 7,722 $8,128 $ 7,722 serviced for third parties (at quarter-end) Annualized prepayment rate 38% 53% 33% 47% Carrying amount of mortgage servicing rights as a percent of balance serviced (at quarter-end) 1.11% 1.05% 1.11% 1.05% We recently announced plans to reposition our mortgage origination activities, which will reduce costs and our exposure to changing market conditions, including a slow-down in refinance activity. While we will still originate mortgage loans for our own portfolio and, to a lesser extent, for sale to others, we intend to limit our product offerings and reposition our retail origination activities. We will continue to originate loans through broker and correspondent networks and in certain other retail channels, including the retail branches of Guaranty Bank. However, we will likely sell or close many of our retail origination outlets that are not located in bank branches. We expect this repositioning will be substantially completed by year- end 2004. As a result, it is likely that we will recognize during third and fourth quarter 2004, asset impairments and incur severance and other exit costs that could be significant. It is also likely that mortgage loans held for sale, which is included in earning assets, will decline significantly and that our loan- servicing portfolio will decline as we reduce loans serviced for others. On an ongoing basis, these actions are not expected to have a significant effect on our earnings. Asset Quality and Allowance for Loan Losses The following table summarizes various asset quality measures: 32 Second Quarter- End Year-End 2004 2003 2003 ---- ---- ---- (Dollars in millions) Non-performing loans $ 72 $ 79 $ 65 Restructured operating lease assets 38 42 40 Foreclosed real estate 25 12 26 ----- ----- ----- Non-performing assets $ 135 $ 133 $ 131 ===== ===== ===== Non-performing loans as a percentage of total loans 0.76% 0.81% 0.71% Non-performing assets ratio 1.41% 1.37% 1.42% Allowance for loan losses as a percent of: Non-performing loans 139% 149% 172% Total loans 1.05% 1.21% 1.22% In second quarter 2004, we foreclosed on a $33 million commercial real estate loan and sold the office complex mortgaged as collateral. Currently, we have contracts to sell two of our foreclosed real estate assets for an amount approximating their $19 million carrying value. The following table summarizes changes in the allowance for loan losses: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (Dollars in millions) Balance at beginning of period $ 113 $ 122 $ 111 $ 132 Net charge-offs (9) (25) (7) (46) Provision (credit) for loan losses (4) 20 (4) 31 ---- ---- ---- ---- Balance at end of period $ 100 $ 117 $ 100 $ 117 ==== ==== ==== ==== Net charge-offs as a percentage of average loans outstanding 0.35% 1.00% 0.13% 0.93% Second quarter 2004 and first six months 2004 provision for loan loss was a credit to earnings due to the general improvement in overall loan quality. While several loans required additional loan loss reserves, these were more than offset by principal repayments on loans for which we had previously provided loan loss reserves and recoveries of previously charged-off loans. Second quarter and first six months 2004 charge-offs relate to the foreclosure previously discussed and other loans offset by $3 million in recoveries of previously charged-off asset-based loans. Second quarter and first six months 2003 charge-offs and loan loss provisions were principally related to asset-base loans. Unallocated Expenses, Other (Income) Expense and Interest The change in unallocated expenses in first six months 2004 was principally due to an increase in stock based compensation. 33 Other operating (income) expense items are not allocated to business segments. In addition to the items previously discussed within the segments, the remainder of unallocated other operating (income) expense includes expenses related to initiatives to consolidate administrative functions and effect improvements in supply chain management of $1 million in second quarter 2004 and $21 million in second quarter 2003 and $6 million in first six months 2004 and $24 million in first six months 2003. During second quarter 2004, we revised our estimates of relocation expense and reduced our accrual for these expenses by $2 million. The change in parent company interest expense in second quarter and first six months 2004 was due to a reduction in long- term debt. Other expense consists of a charge related to our early retirement of debt. Income Taxes Our effective tax rate was 39 percent in second quarter 2004 and first six months 2004, the likely effective tax rate for the year 2004. Excluding the one-time tax benefit discussed below, our effective tax benefit was 17 percent in second quarter 2003 and 34 percent in first six months 2003. Differences between the effective tax rate and the statutory rate are due to state income taxes, nondeductible items, foreign operating losses, and other items for which no financial benefit is recognized until realized. During second quarter 2003, the Internal Revenue Service concluded its examination of our tax returns through 1996, including matters related to net operating losses and minimum tax credit carryforwards, which resulted from certain deductions following our 1988 acquisition of Guaranty Bank and for which no financial accounting benefit had been recognized. Also, we resolved certain state tax refund claims for the years 1991 through 1994. As a result, valuation allowances and tax accruals previously provided for these matters were no longer required. Accordingly, during second quarter 2003, we recorded a one-time benefit of $165 million, or $3.05 per diluted share. Of this one- time benefit, approximately $26 million represents cash refunds of previously paid taxes plus related interest. The remainder was a non-cash benefit. Average Shares Outstanding The change in average shares outstanding in second quarter 2004 and first six months 2004 was principally due to employee exercises of stock options. 34 Capital Resources and Liquidity for the First Six Months 2004 Substantially all of our consolidated net assets invested in financial services are subject to regulatory rules and regulations including restrictions on the ability of financial services to pay dividends to the parent company. Accordingly, the parent company and the financial services capital resources and liquidity are discussed separately. Parent Company Operating Activities Cash provided by operations was $163 million in first six months 2004 and $142 million in first six months 2003. Depreciation and other non-cash charges and credits were $174 million in first six months 2004 and $26 million in first six months 2003. Dividends received from financial services were $70 million in first six months 2004 and first six months 2003. Our working capital needs increased $88 million in first six months 2004 and $42 million in first six months 2003. The change was principally due to an increase in receivables. Working capital is always subject to the timing of payments on payables and collections on receivables. Investing Activities Our investing activities used $6 million in first six months 2004 and $33 million in first six months 2003. Capital expenditures were $64 million in first six months 2004, 58 percent of depreciation, and $58 million in first six months 2003, 49 percent of depreciation. Cash proceeds from sales of non-strategic assets were $61 million in first six months 2004 and $30 million in first six months 2003. We made no capital contributions to financial services in first six months 2004 or first six months 2003. Financing Activities Our financing activities used $110 million in first six months 2004 and $109 million in first six months 2003. Debt was reduced by $55 million in first six months 2004. In June 2004, we redeemed all of the outstanding 9.38% to 9.88% senior subordinated and senior notes issued by Gaylord Container Corporation. The principal amount held by third parties was $44 million and the redemption premium was $2 million. Also during second quarter 2004, we paid $64 million of other long-term liabilities, principally timber rights purchase obligations. We issued 938,529 shares of our common stock to employees exercising options having an aggregate exercise price of $49 million. 35 We paid cash dividends to our shareholders of $40 million, or $0.36 per share, in first six months 2004 and $37 million, or $0.34 per share, in first six months 2003. Liquidity Our sources of short-term funding are our operating cash flows, which include dividends received from financial services, and borrowings under our existing credit arrangements and accounts receivable securitization program. We operate in cyclical industries, and our operating cash flows vary accordingly. The dividends we receive from financial services are dependent on its level of earnings and capital needs and are subject to regulatory approval and restrictions. At second quarter-end 2004, we had cash and short-term investments of $67 million. Also, we had $562 million in unused borrowing capacity under our credit agreements and $249 million under our accounts receivable securitization program, which matures in May 2007. At second quarter-end 2004, we complied with all the terms and conditions of our credit agreements and of our accounts receivable securitization program. During third quarter 2004, $100 million of 7.25% notes will be due and will be repaid by draws under our existing credit agreements or our accounts receivable securitization program or with available cash. As we did during second quarter 2004, from time to time we may continue to refinance existing debt obligations or use available cash flow to retire existing debt obligations before they come due. Financial Services Operating Activities Cash provided by operations was $90 million in first six months 2004 and $176 million in first six months 2003. The change was principally because we originated more loans held for sale than we sold during first six months 2004. Changes in loans held for sale are always subject to the timing of loan originations and loan sales. Investing Activities Our investing activities used $8 million in first six months 2004 and provided $127 million in first six months 2003. The change was principally because we received less principal payments on mortgage-backed securities as mortgage prepayments decreased in 2004. 36 Financing Activities Our financing activities used $108 million in first six months 2004 and used $400 million in first six months 2003. The change was principally because we repaid fewer borrowings. In first six months 2004 and 2003, financial services paid $70 million in dividends to the parent company. Liquidity Our sources of short-term funding are our operating cash flows, new deposits, borrowings under our existing agreements and, if necessary, sales of assets. Assets that can be readily converted to cash or against which we can readily borrow include short-term investments, loans, mortgage loans held for sale, and securities. At second quarter-end 2004, we had available liquidity of $2.3 billion. Off-Balance Sheet Arrangements We enter into commitments to extend credit for loans, leases, and letters of credit in the normal course of our business. We generally require collateral upon funding of these commitments and they carry substantially the same risk as loans. These commitments normally include provisions allowing us to exit the commitment under certain circumstances. At second quarter- end 2004, our unfunded commitments consist of: (In millions) Single-family mortgage loans $ 740 Other loans 5,042 Letters of credit 356 ------ Total $ 6,138 ====== Regulatory Matters At second quarter-end 2004, Guaranty met or exceeded all applicable regulatory capital requirements. We expect to maintain Guaranty's capital at a level that exceeds the minimum required for designation as "well capitalized" under the capital adequacy regulations of the Office of Thrift Supervision (OTS). From time to time, we may make capital contributions to or receive dividends from Guaranty. Selected financial and regulatory capital data for Guaranty and its consolidated mortgage banking and insurance subsidiaries follow: 37 Second Quarter-End Year-End 2004 2003 ----------- -------- (In millions) Balance sheet data: Total assets $ 16,644 $ 17,247 Total deposits 8,813 8,698 Shareholder's equity 998 999 For Categorization Regulatory as "Well Actual Minimum Capitalized" ------ ---------- -------------- Regulatory capital ratios: Tangible capital 6.57% 2.00% N/A Leverage capital 6.57% 4.00% 5.00% Risk-based capital 10.98% 8.00% 10.00% An internal investigation, which is still ongoing, has revealed that our mortgage origination operation failed to file certain regulatory reports on a timely basis and may have violated applicable laws or regulations. We have taken a number of actions as a result of this investigation, including improving compliance controls in the mortgage origination process. We reported these events to the OTS, including the results of our internal investigation and our remediation activities to date. The OTS is authorized to pursue supervisory actions, including the assessment of monetary penalties, to correct violations of certain regulations. We do not expect that monetary penalties or corrective actions, if any, imposed as a result of these circumstances will have a material impact on our financial position or results of operations. We have not incurred any material financial loss as a result of this matter and have no reason to believe that our investigation, when completed, will result in any material loss. Pension and Postretirement Matters The Medicare Prescription Drug, Improvement and Modernization Act of 2003 was enacted in December 2003. This act expands Medicare to include, for the first time, coverage for prescription drugs. Our postretirement benefit plans provide for medical coverage, including a prescription drug subsidy, for certain participants. Due to the absence of detailed guidance necessary to implement the act, we are unable to precisely determine its effects on our postretirement benefit plans. However, based on our current understanding and analysis, it is likely that the effects will not significantly reduce our cost for these plans. In second quarter 2004, we adopted FASB Staff Position, No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. This staff position permits us to defer recognizing the effects of the act when we conclude they are not significant until our next annual plan measurement date, September 2004. At that time the effects will be considered and 38 will likely reduce our net periodic benefit cost in 2005 and beyond but not by a significant amount. Energy and the Effects of Inflation Energy costs were $141 million in first six months 2004 compared with $145 million in first six months 2003. Our energy costs fluctuate based on the market prices we pay for these commodities and on the amount and mix of the types of fuel we may use. We hedge very little of our energy needs. It is likely that these costs will continue to fluctuate during 2004. Accounting Policies Critical Accounting Estimates In second quarter 2004, there were no significant changes in our critical accounting estimates from those we identified in our Form 10-K for the year 2003. New Accounting Pronouncements Adopted In second quarter 2004, we adopted FASB Staff Position, No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. This staff position provides guidance on accounting for the effects of this act on post retirement benefit plans that provide prescription drug benefits. In first quarter 2004, we were required to adopt the following accounting pronouncements: * FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities an interpretation of ARB No. 51. This interpretation provides guidance for determining whether an entity is a variable interest entity and which beneficiary of the variable interest entity, if any, should consolidate the variable interest entity (the primary beneficiary). * Securities and Exchange Commission Staff Accounting Bulletin No.105, Application of Accounting Principles to Loan Commitments. This bulletin applies to loan commitments issued after March 2004 and accounted for as derivative instruments and it precludes the recognition of an asset at the inception of the loan commitment. The effect of adopting these pronouncements was not significant. Litigation and Related Matters We are involved in various legal proceedings that arise from time to time in the ordinary course of business. We believe that the possibility of a material liability from any of these proceedings is remote, and we do not believe that the outcome of 39 any of these proceedings should have a material adverse effect on our financial position, results of operations, or cash flow. Since we filed our Quarterly Report on Form 10-Q for the period ended April 3, 2004, there have been no material developments in pending legal proceedings, except as set forth in Part II, Item 1 hereof. STATISTICAL AND OTHER DATA Parent Company The following table presents revenues and unit sales for our manufacturing segments: Second Quarter First Six Months -------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- (Dollars in millions) Revenues Source: Fibre Box Association Corrugated Packaging Corrugated packaging $ 661 $ 635 $ 1,298 $ 1,260 Linerboard 26 50 62 92 ----- ----- ------ ------ Total $ 687 $ 685 $ 1,360 $ 1,352 ===== ===== ====== ====== Forest Products Pine lumber $ 89 $ 64 $ 168 $ 120 Particleboard 51 36 95 75 Medium density fiberboard 31 23 56 49 Gypsum wallboard 28 16 51 34 Fiberboard 22 17 39 31 Other 32 36 64 63 ----- ----- ------ ------ Total $ 253 192 473 372 ===== ===== ====== ====== Unit sales Corrugated Packaging Corrugated packaging, thousands of tons 874 809 1,715 1,589 Linerboard, thousands of tons 70 147 182 271 ----- ----- ------ ------ Total, thousands of tons 944 956 1,897 1,860 ===== ===== ====== ====== Forest Products Pine lumber, mbf 234 216 470 414 Particleboard, msf 162 140 322 295 Medium density fiberboard, msf 68 57 125 121 Gypsum wallboard, msf 197 146 368 307 Fiberboard, msf 113 102 210 189 40 The following table summarizes the composition of our loan portfolio: Second Quarter- End Year-End 2004 2003 2003 ---- ---- ---- (In millions) Single-family mortgage $ 3,497 $ 2,892 $ 3,255 Single-family mortgage warehouse 375 502 387 Single-family construction 1,128 1,065 889 Multifamily and senior housing 1,730 1,865 1,769 ------ ------ ------ Total residential housing 6,730 6,324 6,300 Commercial real estate 826 1,393 1,015 Commercial and business 653 623 585 Energy lending 640 634 562 Asset-based lending and leasing 472 555 499 Consumer and other 193 182 176 ------ ------ ------ Total loans 9,514 9,711 9,137 Less allowance for loan losses (100) (117) (111) ------ ------ ------ Loans receivable, net $ 9,414 $ 9,594 $ 9,026 ====== ====== ====== 41 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk Our current level of interest rate risk is primarily due to the lending and funding activities of our financial services segment. The following table illustrates the estimated effect on our pre-tax income of immediate, parallel and sustained shifts in interest rates for the next 12-months at second quarter-end 2004, with comparative year-end 2003 information. This estimate considers the effect of changing prepayment speeds, repricing characteristics and average balances over the next 12 months. Increase (Decrease) in Income Before Taxes ------------------------------------------ Second Quarter-End 2004 Year-End 2003 ----------------------- ----------------- Parent Financial Parent Financial Company Services Company Services ------- --------- ------- --------- (In millions) Change in Interest Rates -------------- +2% $ 1 $ (8) $ (2) $ 8 +1% -- 11 (1) 28 -1% -- (29) 1 (20) We did not present a two percent interest rate decrease because of the current low interest rate environment. The analysis assumes that debt reductions from contractual payments will be replaced with short-term variable rate debt; however, that may not be the financing alternative we choose to follow. Our parent company's interest rate risk is related to our long-term debt and our interest rate swap. Since our parent company debt is primarily fixed rate, interest rate changes are not expected to significantly affect earnings. However, interest rate changes will affect the value of the interest rate swap. Our financial services segment is subject to interest rate risk to the extent interest-earning assets and interest-bearing liabilities repay or reprice at different times or in differing amounts or both. Our financial services segment's interest rate sensitivity has changed from year-end 2003, due principally to increases in market interest rates that have occurred since then. The rise in interest rates has resulted in an improved spread relationship between the yields on our earning assets and costs of funding sources, principally because our projected mortgage yields are benefiting from slower prepayments and our deposit rates have lagged the increase in market rates. We believe a further modest increase in interest rates would result in improved income, but to a lesser extent than in the past. However, we expect that would not be the case if interest rates increase significantly because we believe our deposit rates would become more responsive to changes in rates. 42 The table above does not reflect the effect of changes in interest rates on the fair value of our mortgage servicing rights (estimated at $100 million at second quarter-end 2004). We estimate a one percent decline in long-term fixed mortgage rates from current levels would decrease the fair value of the mortgage servicing rights by $21 million. Foreign Currency Risk In second quarter 2004, there were no significant changes in foreign currency risk from that disclosed in our Annual Report on Form 10-K for the year 2003. Commodity Price Risk In second quarter 2004, there were no significant changes in commodity price risk from that disclosed in our Annual Report on Form 10-K for the year 2003. ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures The Company's chief executive officer and its chief financial officer, based on their evaluation of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that the Company's disclosure controls and procedures are adequate and effective to ensure that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) Changes in internal control over financial reporting. There were no changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings. The information set forth in Note G of the Notes to Consolidated Financial Statements in Part I of this report is incorporated by reference thereto. Since we filed our Quarterly Report on Form 10-Q for the period ended April 3, 2004, there have been no material 43 developments in pending legal proceedings, except as set forth below: As previously reported, on December 9, 2003, Gaylord and its wholly-owned subsidiary, Gaylord Chemical Corporation, agreed in principle to settle all claims, including claims for compensatory and punitive damages, arising from an explosion of a rail tank car in 1995. In exchange for payments by certain insurance carriers and assignment of our insurance coverage rights against the non-settling carriers, Gaylord and Gaylord Chemical received full releases and/or dismissals of all claims for damages, including punitive damages. Neither Gaylord nor Gaylord Chemical contributed to the settlement. The settlement was subject to a fairness hearing and final court approval. The fairness hearing was held on August 6, 2004, at which time the court gave its final approval of the settlement. As reported in our Annual Report on Form 10-K for the period ended January 3, 2004, in October 2003, Inland was served with an Administrative Complaint filed by the U. S. Environmental Protection Agency under the Clean Water Act alleging that our box plant in Crawfordsville, Indiana exceeded its permit limits for suspended solids and biochemical oxygen demand. In addition, the Complaint alleged the plant failed to make timely reports of its sampling results and failed to follow proper sampling protocol at various times between 1999 and 2002. The permit exceedences were acknowledged by the City of Crawfordsville at the time, and the City imposed a surcharge, which was paid by the plant. Inland has successfully negotiated a settlement of this matter with the EPA, pursuant to which Inland will pay an agreed fine of $65,000. Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity 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 7, 2004, 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. 44 Against Abstentions or and Broker Matter For Withheld Non-votes ------ ---------- --------- ----------- 1. Election of five directors (a) Donald M. Carlton 49,085,308 1,017,303 -- (b) E. Linn Draper, Jr. 49,424,206 678,405 -- (c) Jeffrey M. Heller 49,428,298 674,313 -- (d) Kenneth M. Jastrow, II 49,027,956 1,074,655 -- (e) James A. Johnston 49,334,254 768,357 -- 2. Ratification of appointment of Ernst & Young LLP. 49,231,721 595,806 275,084 Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 10.1 - Change in Control Agreement dated May 7, 2004, between the Company and Doyle R. Simons. 10.2 - Change in Control Agreement dated May 7, 2004, between the Company and J. Patrick Maley, III. 10.3 - Change in Control Agreement dated May 7, 2004, between the Company and J. Bradley Johnston. 31.1 - Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 - Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 - Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K During the quarter ended July 3, 2004, the Company filed the following Current Reports on Form 8-K: 1. Current Report on Form 8-K dated April 26, 2004, reporting under Items 9 and 12 a press release issued by the Company announcing earnings for the period ended April 3, 2004. 2. Current Report on Form 8-K dated April 27, 2004, reporting under Item 9 presentation materials of Kenneth M. Jastrow, II, Chief Executive Officer of Temple-Inland Inc., used in Mr. Jastrow's conference call on April 27, 2004, discussing the Company's earnings for the quarter ended April 3, 2004. 45 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) Dated: August 12, 2004 By /s/ Louis R. Brill --------------------------- Louis R. Brill Chief Accounting Officer 46 INDEX TO EXHIBITS Exhibit No. Description Page No. 10.1 Change in Control Agreement dated 47 May 7, 2004, between the Company and Doyle R. Simons 10.2 Change in Control Agreement dated 72 May 7, 2004, between the Company and J. Patrick Maley, III 10.3 Change in Control Agreement dated 97 May 7, 2004, between the Company and J. Bradley Johnston 31.1 Certification of Chief Executive 122 Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial 124 Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive 126 Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 32.2 Certification of Chief Financial 127 Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 Revenues and unit sales do not include joint venture operations.