Salaried 401(k) 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
Form 11-K
_____________________________________________________________
(Mark One)
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x | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2011
Or |
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¨ | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 1-32729
_____________________________________________________________
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A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Potlatch Salaried 401(k) Plan
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| |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Potlatch Corporation
601 West First Avenue, Suite 1600
Spokane, Washington 99201
Report of Independent Registered Public
Accounting Firm and Financial Statements
with Supplemental Schedule for
Potlatch Salaried 401(k) Plan
December 31, 2011 and 2010
TABLE OF CONTENTS
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| | |
| PAGE |
| 1 |
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FINANCIAL STATEMENTS | |
| 2 |
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| 3 |
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| 4-12 |
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SUPPLEMENTAL SCHEDULE REQUIRED BY THE DEPARTMENT OF LABOR | |
| 13 |
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| 14 |
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EXHIBIT 23 | |
Consent of Independent Registered Public Accounting Firm | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator
Potlatch Salaried 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of Potlatch Salaried 401(k) Plan (the Plan) as of December 31, 2011 and 2010, and the related statements of changes in net assets available for benefits 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 the standards of the Public Company Accounting Oversight Board (United States). 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 as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of assets (held at end of year) as of December 31, 2011, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects in relation to the basic financial statements taken as a whole.
Spokane, Washington
June 19, 2012
Potlatch Salaried 401(k) Plan
Statements of Net Assets Available for Benefits |
| | | | | | | |
| December 31, |
Assets | 2011 | | 2010 |
Participants directed investments at fair value | | | |
Registered investment company funds: | | | |
Vanguard Institutional Index Fund | $ | 7,567,932 |
| | $ | — |
|
Vanguard Total International Stock Index Fund Institutional Class | 6,829,962 |
| | — |
|
Vanguard Total Bond Market Index Fund Institutional Shares | 5,011,553 |
| | — |
|
Vanguard Extended Market Index Fund Institutional Shares | 3,858,116 |
| | — |
|
PIMCO Total Return Fund | 3,728,658 |
| | 4,259,501 |
|
Dodge & Cox Stock Fund | 2,673,532 |
| | 3,756,660 |
|
Mainstay Large Cap Growth Fund | 2,377,242 |
| | 4,672,300 |
|
Artisan Mid-Cap Value Fund | 1,769,039 |
| | 2,354,322 |
|
Artisan Mid-Cap Fund Institutional | 1,603,877 |
| | — |
|
Dodge & Cox International Fund | 1,040,690 |
| | 1,615,889 |
|
Timesquare Mid-Cap Growth Fund | 1,028,555 |
| | 2,143,658 |
|
TWC Small Cap Growth Class I | 721,054 |
| | — |
|
Artisan International Fund Institutional | 567,967 |
| | — |
|
T. Rowe Price Emerging Market Stock Fund | 251,930 |
| | 799 |
|
Artisan Mid-Cap Fund | — |
| | 2,723,710 |
|
Artisan International Fund | — |
| | 1,438,675 |
|
Morgan Stanley Small Company Growth Fund | — |
| | 1,630,645 |
|
Vanguard Extended Market Index Fund | — |
| | 451,952 |
|
Vanguard Total Bond Market Index Fund | — |
| | 310,496 |
|
Vanguard International Index Fund | — |
| | 211,334 |
|
T. Rowe Price Retirement Income Fund | 246 |
| | 348 |
|
T. Rowe Price Retirement 2005 Fund | 26,188 |
| | 85,870 |
|
T. Rowe Price Retirement 2010 Fund | 265,336 |
| | 454,057 |
|
T. Rowe Price Retirement 2015 Fund | 947,216 |
| | 1,963,562 |
|
T. Rowe Price Retirement 2020 Fund | 829,905 |
| | 1,384,419 |
|
T. Rowe Price Retirement 2025 Fund | 734,902 |
| | 1,219,102 |
|
T. Rowe Price Retirement 2030 Fund | 402,465 |
| | 585,521 |
|
T. Rowe Price Retirement 2035 Fund | 202,502 |
| | 613,199 |
|
T. Rowe Price Retirement 2040 Fund | 155,243 |
| | 359,258 |
|
T. Rowe Price Retirement 2045 Fund | 61,380 |
| | 48,361 |
|
T. Rowe Price Retirement 2050 Fund | 59,896 |
| | 40,416 |
|
T. Rowe Price Retirement 2055 Fund | 1,444 |
| | 1,220 |
|
Common and collective trusts: | | | |
Putnam Stable Value Fund | 18,127,441 |
| | 23,581,914 |
|
Putnam S&P 500 Index Fund | — |
| | 2,711,388 |
|
Common stock: | | | |
Potlatch Stock Fund | 7,568,773 |
| | 14,811,725 |
|
Total | 68,413,044 |
| | 73,430,301 |
|
Notes receivable from participants | 641,483 |
| | 838,413 |
|
Cash and cash equivalents | 9,897 |
| | 67,886 |
|
Employer contribution receivable | 19,666 |
| | 27,443 |
|
Assets available for benefits | 69,084,090 |
| | 74,364,043 |
|
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | (598,148 | ) | | (1,276,673 | ) |
Net assets available for benefits | $ | 68,485,942 |
| | $ | 73,087,370 |
|
See accompanying notes.
Potlatch Salaried 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
|
| | | | | | | |
| Years Ended December 31, |
| 2011 | | 2010 |
Investment income: | | | |
Interest income | $ | 701,426 |
| | $ | 890,029 |
|
Dividend income | 1,556,941 |
| | 1,571,135 |
|
Net appreciation (depreciation) of fair value investments | (1,840,084 | ) | | 4,654,138 |
|
Net investment income | 418,283 |
| | 7,115,302 |
|
Interest income on notes receivable from participants | 27,226 |
| | 32,698 |
|
Contributions: | | | |
Participant | 1,846,775 |
| | 2,000,940 |
|
Employer | 819,184 |
| | 806,765 |
|
Total contributions | 2,665,959 |
| | 2,807,705 |
|
Less distributions, fees, and transfers to other accounts: | | | |
Distributions to participating employees: | | | |
Cash | (7,547,463 | ) | | (10,545,863 | ) |
Market value of shares distributed in settlement of participants’ accounts | (82,460 | ) | | (1,140,577 | ) |
Loan and administrative fees | (67,016 | ) | | (23,187 | ) |
| (7,696,939 | ) | | (11,709,627 | ) |
Net decrease prior to transfers | (4,585,471 | ) | | (1,753,922 | ) |
Transfers of Plan assets to Potlatch Hourly 401(k) Plan | (15,957 | ) | | (2,307 | ) |
Transfers of Plan assets to Clearwater Paper Salaried 401(k) Plan | — |
| | (244,350 | ) |
Net decrease | (4,601,428 | ) | | (2,000,579 | ) |
Net assets available for benefits: | | | |
Beginning of year | 73,087,370 |
| | 75,087,949 |
|
End of year | $ | 68,485,942 |
| | $ | 73,087,370 |
|
See accompanying notes.
Potlatch Salaried 401(k) Plan
Notes to Financial Statements
Note 1 - Description of Plan
The following description of the Potlatch Salaried 401(k) Plan (the Plan) is provided for general information. Participants should refer to the summary Plan description for the appropriate participating unit for a more complete description of the Plan's provisions.
General - The Plan is a defined contribution plan established under the provisions of Section 401(a) of the Internal Revenue Code (IRC), which includes a cash or deferred arrangement under 401(k) of the IRC, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Plan sponsor, administration, and spin-off - On December 16, 2008, Potlatch Forest Products Corporation was renamed Clearwater Paper Corporation (Clearwater Paper) and was spun-off from Potlatch Corporation as a publicly traded corporation. Accordingly, as of that date, the Potlatch Forest Products Corporation Savings Plan for Salaried Employees was renamed the Clearwater Paper Salaried 401(k) Plan (Clearwater Paper Plan) and Clearwater Paper assumed responsibility as the Plan sponsor.
Coincident with the spin-off, Potlatch Corporation (the Company) established this Plan, the Potlatch Salaried 401(k) Plan. Effective December 17, 2008 (the transfer date), the participant account balances and assets related to participating Potlatch salaried employees were transferred to the Plan.
The Plan is administered by the Potlatch Benefits Committee. Mercer Trust Company and Mercer HR Services (collectively Mercer) serve as the Trustee and record keeper, respectively.
Eligibility and contributions - Employees are eligible to participate in the Plan on the first of the month following their hire date.
The Plan provides that each eligible salaried employee may elect a deferred contribution up to 25% of his or her monthly earnings on a pre-tax or after-tax basis. Participants may also make rollover contributions representing distributions from other qualified plans. Eligible participants age 50 or older may elect additional catch-up contributions.
Regular status employees hired by the Company are automatically enrolled in the Plan at a 3% deferral rate 30 days after the employee becomes eligible unless they elect otherwise. This deferral percentage is increased by 1% annually until the percentage has reached 6% unless the participant elects otherwise.
The Company makes matching contributions to the Plan equal to 70% of participating contributions, not in excess of 6%, although the Company may approve a higher or lower rate.
For employees hired after January 1, 2011, the Company makes a nonelective base contribution of 3% of their eligible compensation to their respective 401(k) plans. The new benefit vests on the same schedule as his or her employer matching account as described below.
Note 1 - Description of Plan (continued)
Eligibility and contributions (continued) - All contributions are limited by certain restrictions as defined by the IRC.
Participant accounts - A separate account is maintained for each participant of the Plan. Each account is credited with the participant and employer contributions and earnings thereon. Participant accounts are valued daily based on quoted market prices.
Investment options - Participants may direct their account balance in any amount equal to any whole percentage increment into the investment options offered under the Plan, including registered investment company funds, common and collective trusts, and the Potlatch Stock Fund. Participants with an investment in the Clearwater Paper Stock Fund as of the transfer date could maintain their balances, but were not able to direct future contributions into a Clearwater Paper Stock Fund. On June 30, 2010, the Plan closed the Clearwater Paper Stock Fund. Unless otherwise directed, participant balances in the Clearwater Paper Stock Fund were transferred into T. Rowe Price age-appropriate Retirement Funds at that time. Participants may change their investment elections and make transfers between investment options daily subject to restrictions imposed by the registered investment companies.
The accounts of participants automatically enrolled in the Plan and not electing otherwise are invested in the T. Rowe Price Retirement Fund with the target date closest to the year in which the participant will reach age 65, which is the Plan's normal retirement age. Any contributions or other payments made to the Plan without investment instructions will be invested in the age-appropriate T. Rowe Price Retirement Fund until such time as the participant chooses to reinvest them.
Contributions may be temporarily held as cash prior to the execution of the investment according to the participants' direction.
Vesting and forfeitures - A participant's interest in all participant contribution accounts is fully vested and not forfeitable at any time. A participant's interest in his or her matching account becomes vested based on the participant's years of service as defined in the Plan as follows:
|
| | |
Years of Service | % Vested |
Less than 2 | 0 | % |
2 or more | 100 | % |
A participant's interest in his or her matching account becomes 100% vested if the Plan terminates, or if the participant attains age 65 as an employee of the Company, becomes totally and permanently disabled, or dies while an employee. The portion of a participant's matching account not vested will be forfeited when the participant's employment terminates.
Note 1 - Description of Plan (continued)
Vesting and forfeitures (continued) - As of the end of each year, forfeitures and the earnings of such forfeitures not used to restore the matching accounts of former participants re-hired during the year may be credited against matching contributions for the following year, used to pay Plan expenses, or a combination thereof. Forfeitures for the years ended December 31, 2011 and 2010 totaled $31,637 and $53,797, respectively. Forfeitures used for the years ended December 31, 2011 and 2010 totaled $57,745 and $10,139, respectively.
Notes receivable from participants - Participants may borrow up to 50% of their vested account balance up to a maximum of $50,000 as provided by the Plan. The loans are secured by the balance in the participant's account and bear interest at market rate, which has been determined for the applicable loans during the applicable periods to be the prime rate in effect at the beginning of the month in which the loan is taken. Repayment of principal and interest is paid ratably through payroll deductions. Loans outstanding at December 31, 2011 and 2010, bear interest at various rates ranging from 3.25% to 8.50% and mature at various times through October 2016 and December 2015, respectively.
Distributions and benefits - On termination of employment, participants may elect to receive payment in a lump sum equal to the participant's vested interest in his or her account, roll their account balances into an individual retirement account (IRA) or another employer's plan, or maintain their accounts in the Plan, subject to certain restrictions. If a terminated participant's vested account balance is $5,000 or less, they are generally not permitted to leave their account balance in the Plan. Therefore, depending on the value of the vested account balance, one of the following will occur:
| |
• | If the vested value is $5,000 or less, but greater than $1,000, a participant's account will be automatically rolled over to a Putnam Automatic Rollover IRA unless they elect otherwise. |
| |
• | If the vested value is less than $1,000 and the participant does not elect to have such distribution paid to an eligible retirement plan in a direct rollover, the participant will receive the distribution directly in a single lump sum in cash, less associated taxes and penalties. |
Participants are permitted to receive hardship distributions while still employed by the Company under certain conditions specified under the Plan, including the purchase of a primary residence, tuition payments, medical and funeral expenses, and disabilities. A participant's right to contribute to the Plan is suspended for six months upon receiving a hardship distribution.
Plan and administrative fees - Plan expenses are generally paid by the Company except to the extent those expenses are paid from participant forfeitures of employer matching contributions. Loan service fees and fees associated with processing of qualified domestic relations orders are paid by the participant.
Note 1 - Description of Plan (continued)
Party in interest and related party transactions - Certain Plan investments are managed by Mercer. These transactions and transactions within the Company Common Stock Fund are considered party in interest transactions.
Note 2 - Summary of the Significant Accounting Policies
The financial statements of the Plan are prepared on the accrual basis of accounting. Distributions to participants are recorded when paid.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan sponsor to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets available for benefits during the reporting period. Actual results could differ from those estimates and assumptions.
Investment valuation - Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.
The Plan invests in the Putnam Stable Value Fund, a common and collective trust that invests in investment contracts through a collective trust. As required by the Financial Accounting Standards Board Staff Position (FSP), the statement of net assets available for benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. Guaranteed Investment Contracts are fully benefit-responsive and are recorded at contract value, which approximates fair value. Fair value is calculated by discounting the related cash flows based on current yields and similar investments. The statement of changes in net assets available for benefits is prepared on a contract value basis. The contract value of the Putnam Stable Value Fund represents contributions made under the contracts, plus earnings, less withdrawals and administrative expenses on an annualized basis. The average yield and crediting interest rate for the Putnam Stable Value Fund was approximately 3.11% and 3.23%, respectively, at December 31, 2011, and 4.02% and 4.15%, respectively, at December 31, 2010.
Investments in shares of the stock funds and mutual funds are stated at fair value, based on quoted market prices. Investments in common and collective trusts are stated at fair value based on the quoted value of the underlying investments and are expressed in units.
Note 2 - Summary of the Significant Accounting Policies (continued)
Income recognition - Net appreciation (depreciation) in fair value of investments represents realized gains and losses and the change in fair value of investments from one period to the next. Interest is recorded when earned. Dividends are recorded on the ex-dividend date. Purchases and sales of securities are recorded on a trade date basis.
Notes receivable from participants - Notes receivable from participants are measured at amortized cost, which represents the unpaid principal balance plus accrued but unpaid interest, and are classified as notes receivable.
Recent accounting pronouncements - In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU No. 2011-04 requires disclosure of valuation techniques for Level 2 and Level 3 measurements and for Level 3 measurements requires disclosure of valuation processes used by the reporting entity and quantitative information about significant unobservable inputs. ASU No. 2011-04 requires information about all transfers between levels 1 and 2, not just significant transfers, as well as additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. It also requires disclosure of the categorization by level for items that are not measured at fair value in the statement of net assets available for benefits but are disclosed at fair value. The new guidance is effective for reporting periods beginning after December 15, 2011. Plan management does not expect the adoption of ASU No. 2011-04 to have a material effect on the statements of net assets available for benefits and statements of changes in net assets available for benefits.
Note 3 - Investments
During the years ended December 31, the Plan's investments appreciated (depreciated) (including gains and losses on investments sold during the period and the change in unrealized gains and losses at the end of the year) as follows:
|
| | | | | | | |
| 2011 | | 2010 |
Potlatch Stock Fund | $ | 163,303 |
| | $ | 567,764 |
|
Common and collective trusts | 133,249 |
| | 364,148 |
|
Clearwater Paper Stock Fund | — |
| | (47,697 | ) |
Registered investment company funds | (2,136,636 | ) | | 3,769,923 |
|
| $ | (1,840,084 | ) | | $ | 4,654,138 |
|
Note 3 - Investments (continued)
Fair value measurements - The Plan classifies its investments based upon an established fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy are described below:
| |
Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets the Plan has the ability to access. |
| |
Level 2 | Inputs to the valuation methodology include: |
| |
• | Quoted prices for similar assets or liabilities in active markets; |
| |
• | Quoted prices for identical or similar assets or liabilities in inactive markets; |
| |
• | Inputs other than quoted prices that are observable for the asset or liability; |
| |
• | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
| |
Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value:
| |
• | Registered investment company funds and Company stock are valued at the net asset value (NAV) of shares held by the Plan at year end. |
| |
• | Investments in common and collective trusts (Putnam Stable Value Fund and Putnam S&P 500 Index Fund) are recorded at fair value and adjusted to contract value. See Note 2, Investment Valuation, under Summary of Significant Accounting Policies for further discussion. |
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Plan management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Note 3 - Investments (continued)
Fair value measurements (continued) - The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31:
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| | | | | | | | | | | | | | | |
| Assets at Fair Value as of December 31, 2011 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Registered investment company funds: | | | | | | | |
Index funds | $ | 16,437,602 |
| | $ | — |
| | $ | — |
| | $ | 16,437,602 |
|
Balanced funds | 3,686,722 |
| | — |
| | — |
| | 3,686,722 |
|
Growth funds | 8,404,260 |
| | — |
| | — |
| | 8,404,260 |
|
Fixed income funds | 3,728,659 |
| | — |
| | — |
| | 3,728,659 |
|
International funds | 8,438,619 |
| | — |
| | — |
| | 8,438,619 |
|
Other funds | 2,020,968 |
| | — |
| | — |
| | 2,020,968 |
|
Total registered investment company funds | 42,716,830 |
| | — |
| | — |
| | 42,716,830 |
|
Common stocks: | | | | | | | |
REIT-Industrial | 7,568,773 |
| | — |
| | — |
| | 7,568,773 |
|
Total common stocks | 7,568,773 |
| | — |
| | — |
| | 7,568,773 |
|
Common and collective trusts: | | | | | | | |
Putnam Stable Value Fund | — |
| | 18,127,441 |
| | — |
| | 18,127,441 |
|
Total common and collective trusts | — |
| | 18,127,441 |
| | — |
| | 18,127,441 |
|
Total assets at fair value | $ | 50,285,603 |
| | $ | 18,127,441 |
| | $ | — |
| | $ | 68,413,044 |
|
| | | | | | | |
| Assets at Fair Value as of December 31, 2010 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Registered investment company funds: | | | | | | | |
Index funds | $ | 973,782 |
| | $ | — |
| | $ | — |
| | $ | 973,782 |
|
Balanced funds | 6,755,333 |
| | — |
| | — |
| | 6,755,333 |
|
Growth funds | 14,926,973 |
| | — |
| | — |
| | 14,926,973 |
|
Fixed income funds | 4,259,501 |
| | — |
| | — |
| | 4,259,501 |
|
International funds | 3,054,564 |
| | — |
| | — |
| | 3,054,564 |
|
Other funds | 2,355,121 |
| | — |
| | — |
| | 2,355,121 |
|
Total registered investment company funds | 32,325,274 |
| | — |
| | — |
| | 32,325,274 |
|
Common stocks: | | | | | | | |
REIT-Industrial | 14,811,725 |
| | — |
| | — |
| | 14,811,725 |
|
Total common stocks | 14,811,725 |
| | — |
| | — |
| | 14,811,725 |
|
Common and collective trusts: | | | | | | | |
Putnam Stable Value Fund | — |
| | 23,581,914 |
| | — |
| | 23,581,914 |
|
Putnam S&P 500 Index Fund | — |
| | 2,711,388 |
| | — |
| | 2,711,388 |
|
Total common and collective trusts | — |
| | 26,293,302 |
| | — |
| | 26,293,302 |
|
Total assets at fair value | $ | 47,136,999 |
| | $ | 26,293,302 |
| | $ | — |
| | $ | 73,430,301 |
|
Note 4 - Investment Risk
The Plan invests in shares of mutual funds, common and collective trusts, and the Company Common Stock Fund. The underlying investments of such funds, in general, are exposed to various risks such as interest rate, credit, and overall market volatility. Due to the level of risk associated with such investments, it is reasonably possible that changes in the values of underlying investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
Certain funds invest in securities with contractual cash flows, such as asset backed securities, collateralized mortgage obligations, and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity, and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market's perception of the issuers and changes in interest rates.
Note 5 - Plan Termination
Although the Company expects to continue the Plan indefinitely, inasmuch as future conditions cannot be foreseen, the Company reserves the right to amend or terminate the Plan at any time subject to the rules of ERISA. In the event of Plan termination, participants will become 100% vested in their employer accounts.
Note 6 - Tax Status
The Company has applied for and is in the process of obtaining a letter of determination from the Internal Revenue Service regarding the tax-qualified status of the Plan and the related tax-exempt status of the accompanying trust. The Company believes the Plan is designed and operated in compliance with the applicable requirements of the IRC.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011 there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 7 - Reconciliation of Financial Statements to the Form 5500
The following is a reconciliation of the net assets available for benefits per the financial statements to the Form 5500 at December 31:
|
| | | | | | | |
| 2011 | | 2010 |
| | | |
Net assets available for benefits per the financial statements | $ | 68,485,942 |
| | $ | 73,087,370 |
|
Loans in deemed distributed status | (113,567 | ) | | (114,154 | ) |
Adjustment from contract value to fair value of fully benefit-responsive investment contracts | 598,148 |
| | 1,276,673 |
|
| | | |
Net assets available for benefits per Form 5500 | $ | 68,970,523 |
| | $ | 74,249,889 |
|
The following is a reconciliation of the net decrease in net assets available for Plan benefits per the financial statements to the Form 5500 for the years ended December 31:
|
| | | | | | | |
| 2011 | | 2010 |
| | | |
Net decrease in net assets available for benefits prior to transfers per the financial statements | $ | (4,585,471 | ) | | $ | (1,753,922 | ) |
Change in deemed distributed loans | 587 |
| | 68,498 |
|
Add reversal of prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts | (1,276,673 | ) | | (992,153 | ) |
Plus current year adjustment from contract value to fair value for fully benefit-responsive investment contracts | 598,148 |
| | 1,276,673 |
|
| | | |
Total net loss per Form 5500 | $ | (5,263,409 | ) | | $ | (1,400,904 | ) |
Potlatch Salaried 401(k) Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Plan Sponsor's EIN: 82-0156045
Plan Number: 105
|
| | | | | | | | | | |
| | (b) | | (c) | | December 31, 2011 |
(a) | | Identify of Issue, Borrower, Lessor, or Similar Party | | Description, Including Maturity Date, Rate of Interest, Par, Maturity Value, Number of Shares | | (d) Cost | | (e) Current Value |
| | Shares in registered investment | | | | | | |
| | company funds | | | | | | |
| | Vanguard Funds | | Vanguard Institutional Index Fund | | ** | | $ | 7,567,932 |
|
| | Vanguard Funds | | Vanguard Total International Stock Index Fund Institutional Class | | ** | | $ | 6,829,962 |
|
| | Vanguard Funds | | Vanguard Total Bond Market Index Fund Institutional Shares | | ** | | 5,011,553 |
|
| | Vanguard Funds | | Vanguard Extended Market Index Fund Institutional Shares | | ** | | 3,858,116 |
|
| | PIMCO Funds | | PIMCO Total Return Fund | | ** | | 3,728,658 |
|
| | Dodge & Cox Funds | | Dodge & Cox Stock Fund | | ** | | 2,673,532 |
|
| | Mainstay Funds | | Mainstay Large Cap Growth Fund | | ** | | 2,377,242 |
|
| | Artisan Funds | | Artisan Mid-Cap Value Fund | | ** | | 1,769,039 |
|
| | Artisan Funds | | Artisan Mid-Cap Fund Institutional | | ** | | 1,603,877 |
|
| | Dodge & Cox Funds | | Dodge & Cox International Fund | | ** | | 1,040,690 |
|
| | Timesquare Funds | | Timesquare Mid-Cap Growth Fund | | ** | | 1,028,555 |
|
| | TCW Small Cap Growth | | TCW Small Cap Growth Class 1 | | ** | | 721,054 |
|
| | Artisan Funds | | Artisan International Fund Institutional | | ** | | 567,967 |
|
| | T. Rowe Price Funds | | T. Rowe Price Emerging Market Stock Fund | | ** | | 251,930 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement Income Fund | | ** | | 246 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2005 Fund | | ** | | 26,188 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2010 Fund | | ** | | 265,336 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2015 Fund | | ** | | 947,216 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2020 Fund | | ** | | 829,905 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2025 Fund | | ** | | 734,902 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2030 Fund | | ** | | 402,465 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2035 Fund | | ** | | 202,502 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2040 Fund | | ** | | 155,243 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2045 Fund | | ** | | 61,380 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2050 Fund | | ** | | 59,896 |
|
| | T. Rowe Price Funds | | T. Rowe Price Retirement 2055 Fund | | ** | | 1,444 |
|
| | Common and collective trusts: | | | | | | |
| | Putnam Investments | | Putnam Stable Value Fund | | ** | | 18,127,441 |
|
| | Common stock: | | | | | | |
* | | Potlatch Corporation | | Potlatch Stock Fund | | ** | | 7,568,773 |
|
* | | Plan participant loans | | Participant loans with interest from 3.25% to 8.50% and mature through October 2016 | | | | 641,483 |
|
| | | | | | | | $ | 69,054,527 |
|
*Represents a party in interest at December 31, 2011.
**The cost of participant-directed investments is not required to be disclosed.
Potlatch Salaried 401(k) Plan
Signatures
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized:
Potlatch Salaried 401(k) Plan
By /S/ Terry L. Carter
Terry L. Carter, Controller/Treasurer
On behalf of the administrator
Date: June 19, 2012