-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lnJCw/3C/Jy7kbCOSSiXrF6lD4hS+AZLTIOZzR4d4W9YRezUrT1Qt+0xLCNv1FNV uzwiMQ/n8gnN+yXlZ8wXYw== 0000731939-94-000011.txt : 19940706 0000731939-94-000011.hdr.sgml : 19940706 ACCESSION NUMBER: 0000731939-94-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: 2631 IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-87570 FILM NUMBER: 94536717 BUSINESS ADDRESS: STREET 1: 303 S TEMPLE DR STREET 2: PO DRAWER N CITY: DIBOLL STATE: TX ZIP: 75941 BUSINESS PHONE: 4098292211 MAIL ADDRESS: STREET 1: 303 SOUTH TEMPLE DIRVE CITY: DIBOLL STATE: TX ZIP: 75941 11-K 1 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 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
Time Temple- Warner Inland Common Fixed U.S. Common Stock Income Equity Treasury Index Loan Stock Fund Fund Fund Fund Fund Fund Fund Total 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
See accompanying notes. Inland Container Corporation Savings and Stock Purchase Plan for Salaried Employees Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1992 Fund Information Temple- Time Inland Warner Fixed Common Common Income Equity Loan Stock Fund Stock Fund Fund Fund Fund Total 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
See accompanying notes. 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, 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 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
See accompanying notes. 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
Time Temple- Warner Inland Common Fixed Common Stock Stock Income Equity Loan Fund Fund Fund Fund Fund Total 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
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 Item 27(a)
(b) (c) (d) (e) 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
Inland Container Corporation Savings and Stock Purchase Plan for Salaried Employees Schedule of Reportable Transactions Year ended December 31, 1993 Item 27(d)
(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 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 -
(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 -----END PRIVACY-ENHANCED MESSAGE-----