SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to .
Commission File Number: 33-27286
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
Inland Container Corporation
Savings and Stock Purchase Plan
for Salaried Employees
4030 Vincennes Road
Indianapolis, Indiana 46268-0937
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
Temple-Inland Inc.
303 South Temple Drive
P. O. Drawer N
Diboll, Texas 75941
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly
authorized.
INLAND CONTAINER CORPORATION SAVINGS
AND STOCK PURCHASE PLAN FOR SALARIED
EMPLOYEES
By: Inland Container Corporation,
Plan Administrator
By: /s/ Frank F. Hirschman
DATE: June 29, 1994
Audited Financial Statements and Schedules
Inland Container Corporation
Savings and Stock Purchase Plan
for Salaried Employees
December 31, 1993 and 1992
with Report of Independent Auditors
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Audited Financial Statements and Schedules
December 31, 1993 and 1992
Contents
Report of Independent Auditors 1
Audited Financial Statements
Statements of Net Assets Available for Benefits,
With Fund Information 2
Statements of Changes in Net Assets Available for
Benefits, With Fund Information 4
Notes to the Financial Statements 6
Schedules
Schedule of Assets Held for Investment 15
Schedule of Reportable Transactions 17
Report of Independent Auditors
Plan Administrator
Inland Container Corporation Savings
and Stock Purchase Plan for Salaried Employees
We have audited the accompanying statements of net assets
available for benefits, with fund information of Inland Container
Corporation Savings and Stock Purchase Plan for Salaried
Employees (the Plan) as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for
benefits, with fund information for the years then ended. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan at December 31, 1993 and 1992,
and the changes in its net assets available for benefits for the
years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as
of December 31, 1993 and reportable transactions for the year
ended December 31, 1993, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, and are not a required part of the 1993
financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the
1993 financial statements and, in our opinion, are fairly stated
in all material respects in relation to the 1993 financial
statements taken as a whole.
/s/ Ernst & Young
June 13, 1994
Indianapolis, Indiana
<TABLE>
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1993 Fund Information
<CAPTION>
Time
Temple- Warner
Inland Common Fixed U.S.
Common Stock Income Equity Treasury Index Loan
Stock Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Note D):
At fair value
Participant loans $ - $ - $ - $ - $ - $ - $2,079,723 $2,079,723
Short-term investments - - 1,525,460 - - - - 1,525,460
Guaranteed interest contracts - - 31,888,439 - - - - 31,888,439
Equity mutual fund - - - 14,746,404 373,657 1,055,159 - 16,175,220
Stock funds and other blended funds 53,563,943 7,661,870 - - - - - 61,225,813
Total investments 53,563,943 7,661,870 33,413,899 14,746,404 373,657 1,055,159 2,079,723 112,894,655
Receivables:
Employers contribution 202,227 - (283) - - - - 201,944
Participants contributions 160,803 - 117,111 138,000 28,359 90,663 - 534,936
Participant loans 20,676 - 15,117 13,973 2,670 8,155 - 60,591
Total receivables 383,706 - 131,945 151,973 31,029 98,818 - 797,471
Cash (overdraft) (1,374) - 547 - - - - (827)
Net assets available for benefits $53,946,275 $7,661,870 $33,546,391$14,898,377 $404,686 $1,153,977 $2,079,723 $113,691,299
</TABLE>
See accompanying notes.
<TABLE>
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Statement of Net Assets Available for Benefits, With Fund Information
<CAPTION>
December 31, 1992 Fund Information
Temple- Time
Inland Warner Fixed
Common Common Income Equity Loan
Stock Fund Stock Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Note D):
At fair value
Temple-Inland Common Stock Fund $52,714,010 $ - $ - $ - $ - $52,714,010
Time Warner Common Stock Fund - 5,599,795 - - - 5,599,795
Participant loans - - - - 1,251,477 1,251,477
Short-term investments 40,675 1,301 54,596 500 - 97,072
Guaranteed interest contracts - - 27,242,253 - - 27,242,253
Equity mutual fund - - - 10,688,582 - 10,688,582
Equity interest in Temple-Inland Forest-
Products Corporation Master Trust - - 5,809,922 - - 5,809,922
Total investments 52,754,685 5,601,096 33,106,771 10,689,082 1,251,477 103,403,111
Receivables:
Employers contribution 1,847 - 28,685 12,809 - 43,341
Interest receivable 453 13 149,529 3 - 149,998
Transfers receivable from (due to) other funds (3,752) - 3,696 56 - -
Total receivables (1,452) 13 1 81,910 12,868 - 193,339
Cash - 1 1 - - 2
Net assets available for benefits $52,753,233 $5,601,110 $33,288,682 $10,701,950 $1,251,477$103,596,452
</TABLE>
See accompanying notes.
<TABLE>
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Statement of Changes in Net Assets Available for Benefits, With Fund Information
<CAPTION>
Year Ended December 31, 1993 Fund Information
Temple- Time
Inland Warner Fixed U.S.
Common Common Income Equity Treasury Index Loan
Stock Fund Stock Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments
(Note D) $(3,328,136) $2,113,839 $(2,800,472) $894,465 $(16,230) $12,910 $ - $(3,123,624)
Interest 4,347 136 3,382,036 932 - - 131,255 3,518,706
Dividends 1,059,747 55,869 547 531,491 20,349 14,791 - 1,682,794
Realized gain/(loss) 1,096,899 263,847 (704,780) 772,818 170 1,580 - 1,430,534
Equity in earnings of Temple-
Inland Forest Products Corp-
oration Master Trust (Note D) - - 43,383 - - - - 43,383
(1,167,143) 2,433,691 (79,286) 2,199,706 4,289 29,281 131,255 3,551,793
Contributions:
Employee 2,252,269 - 1,988,744 1,535,429 179,695 570,669 - 6,526,806
Employer (Note D) 3,164,917 - 3,500,000 - - - - 6,664,917
Loan repayments 249,924 - 216,362 160,554 16,481 55,837 - 699,158
5,667,110 - 5,705,106 1,695,983 196,176 626,506 - 13,890,881
Total additions 4,499,967 2,433,691 5,625,820 3,895,689 200,465 655,787 131,255 17,442,674
Deductions from net assets
attributed to:
Benefits paid to participants 2,263,237 261,843 5,636,980 1,009,061 2,819 19,119 4,806 9,197,865
Loans issued - - - - - 751,449 751,449
Miscellaneous expenses 28,714 - - - - - 58,394 87,108
Total deductions 2,291,951 261,843 5,636,980 1,009,061 2,819 19,119 814,649 10,036,422
Net increase (decrease) prior to
interfund transfers 2,208,016 2,171,848 (11,160) 2,886,628 197,646 636,668 (683,394) 7,406,252
Interfund transfers (net) (1,617,786) (111,088) (467,608) 462,098 32,305 253,145 1,448,934 -
Transfers from merging plans
(Note C) 602,812 - 736,477 847,701 174,735 264,164 62,706 2,688,595
Net increase 1,193,042 2,060,760 257,709 4,196,427 404,686 1,153,977 828,246 10,094,847
Net assets available for
benefits:
Beginning of year 52,753,233 5,601,110 33,288,682 10,701,950 - - 1,251,477 103,596,452
End of year $53,946,275 $7,661,870 $33,546,391$14,898,377 $404,686 $1,153,977 $2,079,723 $113,691,299
</TABLE>
See accompanying notes.
<TABLE>
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year Ended December 31, 1992 Fund Information
<CAPTION>
Time
Temple- Warner
Inland Common Fixed
Common Stock Stock Income Equity Loan
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of
investments (Note D) $ (1,921,991) $1,260,036$ - $1,082,544 $ - $420,589
Interest 4,756 151 1,489,025 200 102,043 1,596,175
Dividends 954,385 51,415 - 378,761 - 1,384,561
Equity in earnings of Temple-Inland
Forest Products Corporation Master
Trust (Note D) - - 201,503 - - 201,503
(962,850) 1,311,602 1,690,528 1,461,505 102,043 3,602,828
Contributions:
Employee 2,000,029 - 2,457,156 1,067,162 - 5,524,347
Employer 2,677,611 - - - - 2,677,611
Loan repayments 187,777 - 193,321 92,931 - 474,029
4,865,417 - 2,650,477 1,160,093 - 8,675,987
Total additions 3,902,567 1,311,602 4,341,005 2,621,598 102,043 12,278,815
Deductions from net assets attributed to:
Benefits paid to participants 198,108 (81,877) 1,629,515 252,889 - 1,998,635
Loans issued - - - - 474,029 474,029
Total deductions 198,108 (81,877) 1,629,515 252,889 474,029 2,472,664
Net increase prior to interfund transfers 3,704,459 1,393,479 2,711,490 2,368,709 (371,986) 9,806,151
Interfund transfers (net) 237,525 (59,091) (797,195) 102,061 516,700 -
Net increase 3,941,984 1,334,388 1,914,295 2,470,770 144,714 9,806,151
Net assets available for benefits:
Beginning of year 48,811,249 4,266,722 31,374,387 8,231,180 1,106,763 93,790,301
End of year $52,753,233 $5,601,110 33,288,682 10,701,950 1,251,477 103,595,452
</TABLE>
See accompanying notes.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements
Years ended December 31, 1993 and 1992
Note A Description of Plan
The following description of the Inland Container Corporation
Savings and Stock Purchase Plan for Salaried Employees (the Plan)
provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan s
provisions.
General
The Board of Directors of Inland Container Corporation (the
Company), a wholly-owned subsidiary of Temple-Inland Inc.,
approved the formation of the Plan effective September 1, 1978.
All salaried employees who have been employed for one or more
years by the Company or its participating subsidiaries (the
employers) may participate in the Plan. Participation is
voluntary. The Plan was amended effective January 1, 1985,
primarily to allow employees to make contributions on a before-
tax basis as permitted by section 401(k) of the Internal Revenue
Code and to increase employer contributions. The Plan was
further amended and restated effective January 4, 1988 and
January 1, 1989 to comply with the requirements of the Tax Reform
Act of 1986. In addition, effective October 18, 1989, the Plan
was amended to comply with newly issued Department of Labor
regulations applicable to loans made to the participants under
the Plan.
Contributions
Voluntary employee contributions to the Plan are made through
periodic payroll deductions at the rate of 1% to 16% of the
participant's base compensation, with the first 6% designated as
the participant's basic contribution and the next 10% designated
as the participant's supplemental contribution. Participants may
designate a portion of their basic and supplemental contributions
as before-tax contributions. The Company matches 100% of the
first 3% of the basic contribution and 50% of the next 3%. The
Company s contribution per participant is limited to $2,500.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements (continued)
Years ended December 31, 1993 and 1992
Note A Description of Plan (continued)
Investment Options
Upon enrollment in the plan, a participant may direct
contributions be made to any of five investment options.
Temple-Inland Common Stock Fund - Funds are invested in
Temple-Inland Common Stock. Dividends paid to the Fund
are used to purchase more shares of Temple-Inland
Common Stock. All matching Employer Contributions,
when made, are always invested in this Fund.
Fixed Income Fund - Funds are invested in the Vanguard
Investment Contract Trust, a collective trust invested
primarily in investment contracts issued by insurance
companies and commercial banks.
Equity Fund - Funds are invested in the Vanguard
Windsor Fund, a managed mutual fund that seeks to
provide long-term growth of capital and income by
investing primarily in selected common stocks.
U.S. Treasury Fund - Funds are invested in the Vanguard
Intermediate-Term U.S. Treasury Portfolio, a mutual
fund that seeks to provide a durable stream of income
by investing at least eighty-five percent (85%) of its
assets in U.S. Treasury bonds of maturities in the
range of five (5) to fifteen (15) years.
Index Fund - Funds are invested in the Vanguard S & D
500 Index Trust. The objective of the S & P Index
Trust is to match the investment performance of the
Standard & Poor s 500 market index, a widely recognized
market index emphasizing large-capitalization stocks.
Time Warner Inc. Common Stock Fund is restricted from further
contributions and transfers into the fund. Participant Loan Fund
is available only for transfers from Funds A, B, C and D.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements (continued)
Years ended December 31, 1993 and 1992
Note A Description of Plan (continued)
Payment of Benefits
Participants may not withdraw before-tax contributions. They
may, however, withdraw from after-tax participant and vested
employer accounts once in a 12-month period. After 60 months of
participation, participants may withdraw all of the employer s
account (employer s contributions). Prior thereto, participants
cannot withdraw the last 24 months of employer s contributions.
Participants, when withdrawing, must suspend future contributions
to the Plan; the length of suspension period is determined by a
schedule and depends on the type of withdrawal made (basic or
supplemental).
A participant who terminates employment is able to receive the
full value of his participant account. A participant can also
receive all or part of the employer s account based on vested
status. Employees are 34% vested after 12 months of
participation, 67% after 24 months and 100% after 36 months.
Upon termination, the nonvested portion of the employer s account
will be forfeited and applied to reduce the employer s future
contributions.
Expenses
The Plan is administered by an officer of the Company who is
appointed by the Chairman of the Board or the President of Inland
Container Corporation. All significant costs of administering
the Plan were paid by the Company through June 30, 1993.
Subsequently, all significant costs of administering the Plan are
paid out of the Plan earnings.
Note B Summary of Accounting Policies
Investments: Common stock and the equity mutual fund are carried
at aggregate current value with the difference between cost and
current value reflected in the statements of changes in net
assets available for benefits as unrealized appreciation
(depreciation). Market value of common stock is based upon the
last sales price as reported by the New York Stock Exchange on
the last business day of the year. Market value of the equity
mutual fund is based upon the last net asset value per share as
reported by the National Association of Securities Dealers on the
last business day of the year. The guaranteed interest contracts
(excluding the Executive Life Insurance Company contract) and
short-term investments are carried at cost which approximates
current value. The Executive Life Insurance Company contract is
carried at net recoverable value, as estimated by the Plan
Administrator from information provided by the California
Insurance Commission.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements (continued)
Years ended December 31, 1993 and 1992
Note B Summary of Accounting Policies (continued)
The Plan s equity in the Temple-Inland Forest Products
Corporation Master Trust is based on a percentage allocation of
the aggregate current value of the Trust s assets. The Plan s
equity in the earnings of the Trust is based on a percentage
allocation of the Trust s investment income, realized and
unrealized appreciation (depreciation) and administrative
expenses. The Temple-Inland Forest Products Corporation Master
Trust was established as an investment vehicle for the Fixed
Income Fund and comprises the assets of twelve defined
contribution plans, each of which has an interest in the Trust as
determined in accordance with the Temple-Inland Forest Products
Corporation Master Trust Agreement. The plans individually
represent employees of a specific geographical or operating
location of Temple Inland, Inc.
Investment Income: Dividends are recorded as income on the
dividend record date. Realized gains or losses on investment
securities sold are determined on the basis of first-in, first-
out (FIFO) cost.
Reclassification: Certain 1992 amounts have been reclassified to
conform with the current year s presentation.
Note C Plan Mergers
Effective July 1, 1993, the Pakway Profit Sharing and Savings
Plan and the Crockett Container Corp. Savings Plan were merged
into the Plan, which provides benefits to participants in the
former plans. Account balances of salaried employees of Pakway
Container and Crockett Container Corp. were spun off and merged
into the Inland Container Corporation Savings and Stock Purchase
Plan for Salaried Employees. This merger resulted in no loss of
assets or benefits to the participants. Additional information
pertaining to this merger and all provisions of the Inland
Container employee benefit plans are available from the Plan
Sponsor.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements (continued)
Years ended December 31, 1993 and 1992
Note D Investments
The Plan's investments (including investments bought, sold, and held during
the year) appreciated (depreciated) in value as follows:
Year Ended
December 31
1993 1992
Investments at fair value as
determined by quoted market price:
Temple-Inland Inc. Common Stock Fund $(3,328,136) $(1,921,991)
Time Warner, Inc. Common Stock Fund 2,113,839 1,260,036
Fixed Income Fund (2,800,472) -
Equity Fund 894,465 1,082,544
U.S. Treasury Fund 12,910 -
Participant Loan Fund (16,230) -
Net change in fair value $(3,123,624) $420,589
Guaranteed Interest Contracts
At December 31, 1993, the Plan has funds in guaranteed interest
contracts as follows:
December 31
1993 1992
Continental Assurance Company $4,094,667 $4,910,010
Executive Life Insurance Company 6,050,112 9,588,222
Prudential Insurance Company of
America 10,674,709 12,744,021
Vanguard Investment Contract Trust 11,054,006 -
Fidelity Bankers Life Insurance 14,945 -
Company
$31,888,439 $27,242,253
At December 31, 1993, the Plan had funds in a guaranteed interest
contract with Executive Life Insurance Company (a California
corporation). This contract, which expired on December 31, 1992,
provided for an effective annual interest rate of 9.5%. However,
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements (continued)
Years ended December 31, 1993 and 1992
Note D Investments (continued)
on April 11, 1991, the California Insurance Commission placed
Executive Life under conservatorship due to serious financial
problems. The rehabilitation agreement has not yet been approved
by the conservation court and, at this time, it is not known how
much of the Fixed Income Fund s recorded investment (which was
frozen in the amount of $9,588,222 at the time of the
conservatorship) will be recovered from Executive Life.
Pursuant to authority granted to the Plan Administrator under the Plan,
effective May 1, 1991, each existing Participant account in
the Fixed Income Fund was divided into two sub-accounts: one
representing the pro-rata portion of the Participant s account
allocated to the Executive Life contract (the Executive Life
Subaccount ) and one representing the balance of the
Participant s Fixed Income Fund account (the General
Subaccount ). In addition, all Executive Life Subaccounts were
frozen and as a result no distributions, withdrawals, loans,
transfers, and/or purchases of annuity contracts to provide for
distributions were permitted from a Participant s Executive Life Subaccount.
On April 2, 1992, the Company filed with the United States
Department of Labor ( DOL ) an application to exempt from the
ERISA prohibited transaction restrictions a proposed transaction
( Proposed Transaction ) in which the Company would effectively
reimburse the Plan for certain losses it may incur as a result of
the Executive Life contract. On April 30, 1992, the Company
filed with the Internal Revenue Service ( IRS ) a request toenter into a
closing agreement with respect to the federal income
tax consequences to the Plan, its participants and beneficiaries,
and Inland resulting from this proposed transaction.
On November 4, 1992, the Department of Labor ( DOL ) issued a
prohibited transaction exemption (exemption number 92-83,
exemption application number D-9132) to the Company covering the
payment of advances to the Trust as well as the return of
advances. Further, the Internal Revenue Service ( IRS ) approved
the closing agreement for this transaction on January 28, 1993. As a result
of these approvals, effective March 1, 1993, the Plan
removed the freeze on the plan participants Executive Life
Subaccounts that had been suspended since May 1, 1991, and
credited them with interest at 7% through December 31, 1992.
Beginning January 1, 1993 interest is credited at a variable
interest rate equal to the average yield on reference five-year
Treasury bonds less .75% and is adjusted monthly. On February 2,
1993, the Company contributed to the Plan an advance of $3.5
million to evidence its commitment to protect the Plan from
losses resulting from the Executive Life contract. This advance was
included in the Fixed Income Fund's 1993 employer
contribution income. Additional advances may be made in the
future as necessary to effectuate the intended reimbursement of
losses incurred by the Plan.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements (continued)
Years ended December 31, 1993 and 1992
Note D Investments (continued)
Once the Plan Administrator is able to determine with reasonable
certainty the total amount of expected recoveries from Executive
Life, state guaranty funds or any other third party in connection
with the Executive Life contract, the sum of all recoveries plus
all advances made by the Company ( Recoveries ) will be compared
to the sum of the original contract balance plus the interest
credited per the terms of the DOL s prohibited transaction
exemption ( Closing Balance ). If the Recoveries are less than
the Closing Balance, the Company will contribute to the Plan the
difference. If Recoveries are greater than the Closing Balance,
the Company will be entitled to repayment of this excess up to
the amount of its prior advances plus a reasonable rate of
interest.
The initial recovery of $1,525,460 (including $12,725 interest)
was recorded December 27, 1993 as a reduction of the principal
amount of the guaranteed interest contract.
Temple-Inland Forest Products Corporation Master Trust
Net assets of the Temple-Inland Forest Products Corporation
Master Trust (reported at current value) are comprised of the
following as of December 31, 1992:
Fixed income securities $7,607,979
Cash equivalents 9,892,064
$17,500,043
The investment committee engaged an investment management firm to
monitor the Trust s entire portfolio and to initiate purchase and
sale decisions.
Results of the Trust s operations for the plan year 1992 were as
follows:
Investment income $614,981
Net realized and unrealized (depreciation)
on investments (105,810)
$509,171
The Plan s proportionate interest in the Trust s net assets was
33.32% in 1992.
The Trust was liquidated April 1, 1993 and the Plan s
proportionate interest was transferred to the Vanguard Investment
Contract Trust.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements (continued)
Years ended December 31, 1993 and 1992
Note E Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
December 31
1993 1992
Net assets available for
benefits per the financial
statements $113,691,299 $103,596,452
Amounts allocated to
withdrawn participants (88,449) (2,068,210)
Net assets available for
benefits per the Form 5500 $113,602,850 $101,528,242
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
Year Ended December 31
1993 1992
Benefits paid to participants per
the financial statements $9,197,865 $1,998,635
Amounts allocated to withdrawn
participants at December 31,
1993 88,449 -
Amounts allocated to withdrawn
participants at December 31,
1992 (2,068,210 2,068,210
Benefits paid to participants per
the Form 5500 $7,218,104 $4,066,845
Amounts allocated to withdrawn participants are recorded on the
Form 5500 for benefit claims that have been processed and
approved for payment prior to year-end but not yet paid.
Note F-Tax Status
The Internal Revenue Service has issued a determination letter
dated January 8, 1990 that the Plan qualifies as defined by
Sections 401(a) and 401(k) of the Internal Revenue Code and is,
therefore, not subject to tax using present income tax laws.
Participants are not subject to federal income tax until amounts
are distributed to them.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Notes to the Financial Statements (continued)
Years ended December 31, 1993 and 1992
Note G Plan Termination
Although it has not expressed any intent to do so, the Company
has the right to terminate the Plan. In the event the Plan is
terminated, each participant's account shall be nonforfeitable
with respect to both the participant's and the employer s
contributions, and the net assets are to be set aside for the
payment of withdrawals to the participants.
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
Item 27(a)
<CAPTION>
(b) (c) (d) (e)
<S> <C> <C> <C>
Identity of issue, Description of Investment
borrower, lessor or including maturity date, rate
of interest, collateral, par
similar party or maturity value Cost Current Value
Temple-Inland Common Stock
Fund
Temple-Inland Common Stock Company stock fund invested
Fund primarily in Temple-Inland
common stock (45,791,050
units which approximates
4,1058,455 shares common
stock) $33,516,075 $53,563,943
Time Warner Common Stock
Fund
Time Warner Common Stock Stock fund invested primarily
Fund in Time Warner Common stock
(627,508 units which
approximates 172,271 shares
common stock) 1,561,071 7,661,870
Fixed Income Fund
Continental Assurance Guaranteed interest contract,
Company $4,094,667 principal amount 4,094,667 4,094,667
Executive Life Insurance Interest only pension
Company (see Note D) guaranteed interest contract 8,845,331 6,050,112
Prudential Insurance Guaranteed interest contract,
Company of America $10,674,709 principal amount 10,674,709 10,674,709
Vanguard Investment Collective trust invested
Contract Trust primarily in investment
contracts, $11,054,006
principal amount 11,054,006 11,054,006
Fidelity Bankers Life Deferred annuity contract,
Insurance Company $14,945 principal amount 14,945 14,945
Woodward Treasury Money Short-term investment fund,
Market Fund $1,525,460 principal amount 1,525,460 1,525,460
36,209,118 33,413,899
Equity Fund
Vanguard Windsor Fund Equity mutual fund, 1,060,130
shares 14,804,450 14,746,404
U.S. Treasury Fund
Van guard Intermediate Term U.S. Treasury mutual fund,
U.S. Treasury Portfolio 34,889 shares 389,888 373,657
Index Fund
Vanguard S&P 500 Index Index fund, 24,074 shares
Trust 1,042,249 1,055,159
Loan Fund
Participant Loans Participant loans with
interest rates ranging from
7.5 12.0% 2,079,723 2,079,723
$89,602,574 $112,894,655
</TABLE>
<TABLE>
Inland Container Corporation Savings and
Stock Purchase Plan for Salaried Employees
Schedule of Reportable Transactions
Year ended December 31, 1993
Item 27(d)
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Current
Description of Asset Number of Purchase Selling Cost of Value of Net Gain
Identity of Party (include interest rate and Transactions Price Price Asset Sold Assets on or Loss
Involved maturity in case of a loan) Transaction Date
<S> <C> <C> <C> <C> <C> <C> <C>
Category (i)--A single transaction in excess of 5% of plan assets:
Temple-Inland, Inc. 1,059,596 shares of common stock 1 $32,074,095 $ - $ - $32,074,095 $ -
Vanguard Investment 32,584,218 units 1 32,584,218 - - 32,584,218 -
Contract Trust
Windsor Fund 910,001 units 1 12,612,615 - - 12,612,615 -
Category (iii)--A series of transactions in excess of 5% of plan assets:
Prudential Insurance Guaranteed interest contract 121 - 11,789,565 11,789,565 11,789,565 -
Temple-Inland, Inc. 1,059,596 shares of common stock 238 - 33,231,047 33,231,047 33,231,047 -
NBD Windsor Fund 167 - 10,985,357 10,985,357 10,985,357 -
</TABLE>
(a) Information concerning "Lease Rental" and "Expense
Incurred with Transaction" has not been presented as
it is not applicable.
(b) Information concerning "Purchase or Selling Price"
for common stock transactions is presented on an
average per share basis.
(c) There were no category (ii) or (iv) reportable
transactions during 1993.
(d) Current value of plan assets utilized for this
schedule is the average value of the plan assets
during the year.
(e) Commissions and fees related to purchases and sales
of investments are included in the cost of the
investment or the proceeds from the sale.
EXHIBIT 1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 Number 33-27286) pertaining to the Inland
Container Corporation Savings and Stock Purchase Plan for
Salaried Employees of our report dated June 13, 1994, with
respect to the financial statements and schedules of the Inland
Container Corporation Savings and Stock Purchase Plan for
Salaried Employees included in this Annual Report (Form 11-K) for
the year ended December 31, 1993.
/s/ ERNST & YOUNG
June 24, 1994
Indianapolis, Indiana
