2013 Salaried 401(k) 11-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________ 
Form 11-K
_____________________________________________________________ 
(Mark One)
x
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2013
Or 
¨
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
_____________________________________________________________ 
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
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, 2013 and 2012



TABLE OF CONTENTS
 


 
PAGE
FINANCIAL STATEMENTS
 
SUPPLEMENTAL SCHEDULE REQUIRED BY THE DEPARTMENT OF LABOR
 
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 (Plan) as of December 31, 2013 and 2012, 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, 2013 and 2012, 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 supplementary Schedule H, Line 4i – Schedule of assets (held at end of year) as of December 31, 2013, 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 supplementary schedule is the responsibility of the Plan’s management. The supplementary 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 20, 2014

1

 
Potlatch Salaried 401(k) Plan
Statements of Net Assets Available for Benefits
 
 
December 31,
Assets
2013
 
2012
Participants directed investments at fair value
 
 
 
Registered investment company funds:
 
 
 
Vanguard Institutional Index Fund
$
11,386,331

 
$
8,362,499

Vanguard Total International Stock Index Fund
8,347,525

 
7,414,675

Vanguard Total Bond Market Index Fund
7,664,550

 
7,080,675

Vanguard Extended Market Index Fund Institutional Shares
5,268,975

 
3,953,146

PIMCO Total Return Fund
3,758,115

 
4,872,181

Dodge & Cox Stock Fund
3,308,932

 
2,645,650

Mainstay Large Cap Growth Fund
2,648,846

 
2,407,756

Artisan Mid-Cap Value Fund
1,949,588

 
1,437,792

Artisan Mid-Cap Fund Institutional
1,766,536

 
1,441,696

Timesquare Mid-Cap Growth Fund
1,156,396

 
1,212,505

Artisan International Fund Institutional
1,136,371

 
694,309

Dodge & Cox International Stock Fund
1,122,683

 
815,674

Conestoga Small Cap Fund
917,287

 
—    

Neuberger and Berman High Income Bond Fund
301,420

 
—    

PIMCO All Asset Fund Institutional
8,434

 
—    

TCW Small Cap Growth, Class I
—    

 
480,153

T. Rowe Price Emerging Market Stock Fund
622,008

 
442,037

T. Rowe Price Retirement Income Fund
208,983

 
11,817

T. Rowe Price Retirement 2005 Fund
15,592

 
176,914

T. Rowe Price Retirement 2010 Fund
45,002

 
289,818

T. Rowe Price Retirement 2015 Fund
365,165

 
411,750

T. Rowe Price Retirement 2020 Fund
1,660,261

 
975,247

T. Rowe Price Retirement 2025 Fund
1,008,333

 
880,909

T. Rowe Price Retirement 2030 Fund
698,078

 
577,308

T. Rowe Price Retirement 2035 Fund
388,093

 
249,884

T. Rowe Price Retirement 2040 Fund
381,460

 
266,175

T. Rowe Price Retirement 2045 Fund
197,817

 
103,752

T. Rowe Price Retirement 2050 Fund
228,708

 
124,771

T. Rowe Price Retirement 2055 Fund
58,349

 
10,835

Common and collective trusts:
 
 
 
Putnam Stable Value Fund
14,859,629

 
18,349,366

Common stock:
 
 
 
Potlatch Stock Fund
7,519,091

 
7,974,154

Total
78,998,558

 
73,663,448

Notes receivable from participants
500,074

 
494,643

Cash and cash equivalents
—

 
20,935

Employer contribution receivable
—

 
34,403

Assets available for benefits
79,498,632

 
74,213,429

Adjustment from fair value to contract value for fully benefit-responsive investment contract
(192,310
)
 
(550,075
)
Net assets available for benefits
$
79,306,322

 
$
73,663,354


The accompanying notes are an integral part of these financial statements.

2

 
Potlatch Salaried 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
 

 
Years Ended December 31,
 
2013
 
2012
Investment income:
 
 
 
Interest income
$
275,966

 
$
362,827

Dividend income
1,780,367

 
1,619,822

Net appreciation of fair value investments
9,066,348

 
6,729,312

Net investment income
11,122,681

 
8,711,961

Interest income on notes receivable from participants
16,457

 
19,947

Contributions:
 
 
 
Participant
2,148,230

 
1,832,068

Employer
999,049

 
922,444

Total contributions
3,147,279

 
2,754,512

Less distributions, fees, and transfers to other accounts:
 
 
 
Distributions to participating employees:
 
 
 
Cash
(8,675,897
)
 
(6,160,717
)
Market value of shares distributed in settlement of participants’ accounts
(17,963
)
 
(51,269
)
Loan and administrative fees
(84,668
)
 
(97,022
)
Total distributions, fees, and transfers to other accounts
(8,778,528
)
 
(6,309,008
)
Net increase prior to transfers
5,507,889

 
5,177,412

Transfers of Plan assets from Potlatch Hourly 401(k) Plan
135,079

 
—

Net increase
5,642,968

 
5,177,412

Net assets available for benefits:
 
 
 
Beginning of year
73,663,354

 
68,485,942

End of year
$
79,306,322

 
$
73,663,354


The accompanying notes are an integral part of these financial statements.



3


 
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 and administration - 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 - Regular employees are eligible to participate on the date the regular employee first performs duties for which he or she is paid or entitled to earnings as an eligible employee.

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 benefit vests on the same schedule as his or her employer matching account as described below.

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 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.

4


Contributions may be temporarily held as cash prior to the execution of the investment according to the participant's 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, 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.

Vesting and forfeitures - 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. Participant forfeitures for the years ended December 31, 2013 and 2012 totaled $49,618 and $25,913, respectively. Forfeitures used for the years ended December 31, 2013 and 2012 totaled $12,310 and $39,680, 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 a 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, 2013 bear interest at various rates ranging from 3.25% to 8.25% and mature at various times through October 2018.

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.

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.

5

Note 2: Summary of 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 (U.S. GAAP) 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, the statements of net assets available for benefits present 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 statements of changes in net assets available for benefits are 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.

During the years ended December 31, the weighted average yield and crediting interest rates for the Putnam Stable Value Fund were as follows:
 
2013

 
2012

Average Yield
1.94
%
 
2.36
%
Crediting Interest Rate
1.86
%
 
2.02
%

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.

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.



6

Note 3: Investments

During the years ended December 31, the Plan's investments appreciated (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:
 
2013
 
2012
Registered investment company funds
$
8,336,591

 
$
4,930,051

Potlatch Stock Fund
729,757

 
1,799,261

Net appreciation of fair value investments
$
9,066,348

 
$
6,729,312


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 that 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; and
•
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 quoted market prices, which are the net asset value of shares held by the Plan at year end.
•
Investments in the 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 Investment Valuation in Note 2: 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.





7

The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value:
 
Assets at Fair Value as of December 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
Registered investment company funds:
 
 
 
 
 
 
 
Index funds
$
24,319,856

 
$
—

 
$
—

 
$
24,319,856

Balanced funds
5,264,275

 
—

 
—

 
5,264,275

Growth funds
9,797,997

 
—

 
—

 
9,797,997

Fixed income funds
4,059,535

 
—

 
—

 
4,059,535

International funds
10,606,579

 
—

 
—

 
10,606,579

Other funds
2,571,596

 
—

 
—

 
2,571,596

Total registered investment company funds
56,619,838

 
—

 
—

 
56,619,838

Common stocks:
 
 
 
 
 
 
 
Potlatch Stock Fund
7,519,091

 
—

 
—

 
7,519,091

Total common stocks
7,519,091

 
—

 
—

 
7,519,091

Common and collective trusts:
 
 
 
 
 
 
 
Putnam Stable Value Fund
—

 
14,859,629

 
—

 
14,859,629

Total common and collective trusts
—

 
14,859,629

 
—

 
14,859,629

Total assets at fair value
$
64,138,929

 
$
14,859,629

 
$
—

 
$
78,998,558

 
 
 
 
 
 
 
 
 
Assets at Fair Value as of December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
Registered investment company funds:
 
 
 
 
 
 
 
Index funds
$
19,396,321

 
$
—

 
$
—

 
$
19,396,321

Balanced funds
4,079,180

 
—

 
—

 
4,079,180

Growth funds
8,187,759

 
—

 
—

 
8,187,759

Fixed income funds
4,872,181

 
—

 
—

 
4,872,181

International funds
8,924,658

 
—

 
—

 
8,924,658

Other funds
1,879,829

 
—

 
—

 
1,879,829

Total registered investment company funds
47,339,928

 
—

 
—

 
47,339,928

Common stocks:
 
 
 
 
 
 
 
Potlatch Stock Fund
7,974,154

 
—

 
—

 
7,974,154

Total common stocks
7,974,154

 
—

 
—

 
7,974,154

Common and collective trusts:
 
 
 
 
 
 
 
Putnam Stable Value Fund
—

 
18,349,366

 
—

 
18,349,366

Total common and collective trusts
—

 
18,349,366

 
—

 
18,349,366

Total assets at fair value
$
55,314,082

 
$
18,349,366

 
$
—

 
$
73,663,448



We evaluated the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits.  For the year ended December 31, 2013, there were no significant transfers in or out of Levels 1, 2 or 3.







8

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 Internal Revenue Service has determined and informed the Company by a letter dated November 5, 2012, that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

U.S. GAAP requires 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, 2013 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. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.









9

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:

 
2013
 
2012
Net assets available for benefits per the financial statements
$
79,306,322

 
$
73,663,354

Loans in deemed distributed status
(124,762
)
 
(128,526
)
Adjustment from contract value to fair value of fully benefit-responsive investment contracts
192,310

 
550,075

Net assets available for benefits per Form 5500
$
79,373,870

 
$
74,084,903


The following is a reconciliation of the net increase in net assets available for Plan benefits per the financial statements to the Form 5500 for the years ended December 31:

 
2013
 
2012
Net increase in net assets available for benefits prior to transfers per the financial statements
$
5,507,889

 
$
5,177,412

Change in deemed distributed loans
3,764

 
(14,959
)
Reversal of prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts
(550,075
)
 
(598,148
)
Plus current year adjustment from contract value to fair value for fully benefit-responsive investment contracts
192,310

 
550,075

Total net income per Form 5500
$
5,153,888

 
$
5,114,380




10

 
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, 2013
 
(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
 
 **
 
$
11,386,331

 
 
Vanguard Funds
 
Vanguard Total International Stock Index Fund
 
 **
 
8,347,525

 
 
Vanguard Funds
 
Vanguard Total Bond Market Index Fund
 
 **
 
7,664,550

 
 
Vanguard Funds
 
Vanguard Extended Market Index Fund Institutional Shares
 
 **
 
5,268,975

 
 
PIMCO Funds
 
PIMCO Total Return Fund
 
 **
 
3,758,115

 
 
Dodge & Cox Funds
 
Dodge & Cox Stock Fund
 
 **
 
3,308,932

 
 
Mainstay Funds
 
Mainstay Large Cap Growth Fund
 
 **
 
2,648,846

 
 
Artisan Funds
 
Artisan Mid-Cap Value Fund
 
 **
 
1,949,588

 
 
Artisan Funds
 
Artisan Mid-Cap Fund Institutional
 
 **
 
1,766,536

 
 
Timesquare Funds
 
Timesquare Mid-Cap Growth Fund
 
 **
 
1,156,396

 
 
Artisan Funds
 
Artisan International Fund Institutional
 
 **
 
1,136,371

 
 
Dodge & Cox Funds
 
Dodge & Cox International Stock Fund
 
 **
 
1,122,683

 
 
Conestoga Funds
 
Conestoga Small Cap Fund
 
 **
 
917,287

 
 
Neuberger & Berman Funds
 
Neuberger and Berman High Income Bond Fund
 
 **
 
301,420

 
 
PIMCO Funds
 
PIMCO All Asset Fund Institutional
 
 **
 
8,434

 
 
T. Rowe Price Funds
 
T. Rowe Price Emerging Market Stock Fund
 
 **
 
622,008

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement Income Fund
 
 **
 
208,983

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2005 Fund
 
 **
 
15,592

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2010 Fund
 
 **
 
45,002

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2015 Fund
 
 **
 
365,165

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2020 Fund
 
 **
 
1,660,261

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2025 Fund
 
 **
 
1,008,333

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2030 Fund
 
 **
 
698,078

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2035 Fund
 
 **
 
388,093

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2040 Fund
 
 **
 
381,460

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2045 Fund
 
 **
 
197,817

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2050 Fund
 
 **
 
228,708

 
 
T. Rowe Price Funds
 
T. Rowe Price Retirement 2055 Fund
 
 **
 
58,349

 
 
Common and collective trusts:
 
 
 
 
 
 
 
 
Putnam Investments
 
Putnam Stable Value Fund
 
**
 
14,859,629

 
 
Common stock:
 
 
 
 
 
 
*
 
Potlatch Corporation
 
Potlatch Stock Fund
 
**
 
7,519,091

*
 
Plan participant loans
 
Participant loans with interest from 3.25% to 8.25% and mature through October 2018
 
 
 
500,074

 
 
 
 
 
 
 
 
$
79,498,632


*Represents a party in interest at December 31, 2013.
**The cost of participant-directed investments is not required to be disclosed.

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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/ Jerald W. Richards            
Jerald W. Richards, Vice President and Chief Financial Officer
On behalf of the administrator

Date: June 20, 2014



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