Table of Contents

 

 

 

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, 2011

 

OR

 

o     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to          

 

Commission file number 1-9753

 

A.                                   Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Georgia Gulf Corporation 401(k) Retirement Savings Plan

(referred to herein as the “Plan”)

 

B.                                     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Georgia Gulf Corporation

Suite 460
115 Perimeter Center Place
Atlanta, Georgia 30346
(770) 395-4500

 

 

 



Table of Contents

 

Georgia Gulf Corporation 401(k) Retirement Savings Plan

 

Financial Statements as of December 31, 2011 and 2010 and for the Year Ended December 31, 2011, Supplemental Schedule as of December 31, 2011, and Report of Independent Registered Public Accounting Firm

 



Table of Contents

 

GEORGIA GULF CORPORATION

401(k) RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

1

 

 

 

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2011 AND 2010 AND FOR THE YEAR ENDED DECEMBER 31, 2011:

 

 

 

 

 

Statements of Net Assets Available for Benefits

 

2

 

 

 

Statement of Changes in Net Assets Available for Benefits

 

3

 

 

 

Notes to Financial Statements

 

4

 

 

 

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2011:

 

 

 

 

 

Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year)

 

12

 

 

 

NOTE:    All other supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

 

 

 

 

Exhibits:

 

 

 

 

 

23—Consent of Independent Registered Public Accounting Firm

 

 

 



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Participants in and Plan Administrator of

Georgia Gulf Corporation 401(k) Retirement Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of Georgia Gulf Corporation 401(k) Retirement Savings Plan as of December 31, 2011 and 2010, the related statement of changes in net assets available for benefits for the year ended December 31, 2011.  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 year ended December 31, 2011 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 of Assets (Held at Year End) 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 has been subjected to the auditing procedures applied in the audit 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.

 

/s/ Babush, Neiman, Kornman & Johnson, LLP

 

Atlanta, Georgia

June 19, 2012

 



Table of Contents

 

GEORGIA GULF CORPORATION
401(k) RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2011 AND 2010

 

 

 

2011

 

2010

 

ASSETS

 

 

 

 

 

Cash

 

$

30,061

 

$

233,274

 

 

 

 

 

 

 

Investments-at fair value:

 

 

 

 

 

Participant-Directed

 

186,803,168

 

194,833,189

 

Nonparticipant-Directed

 

14,607,022

 

16,106,186

 

Total Investments

 

201,410,190

 

210,939,375

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Company contribution receivables

 

227,078

 

 

Notes receivable from participants

 

3,976,896

 

3,899,596

 

Total receivables

 

4,203,974

 

3,899,596

 

 

 

 

 

 

 

Total Assets

 

205,644,225

 

215,072,245

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Excess contribution payable

 

109

 

134,715

 

 

 

 

 

 

 

Net Assets Available For Benefits At Fair Value

 

205,644,116

 

214,937,530

 

 

 

 

 

 

 

Adjustment from fair value to contract value for fully benefit-responsive stable value fund (Note 2)

 

(2,182,652

)

(1,845,345

)

 

 

 

 

 

 

Net Assets Available for Benefits

 

$

203,461,464

 

$

213,092,185

 

 

See accompanying notes to financial statements.

 

2



Table of Contents

 

GEORGIA GULF CORPORATION
401(k) RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2011

 

ADDITIONS TO NET ASSETS:

 

 

 

 

 

 

 

Interest and dividends

 

$

3,310,852

 

 

 

 

 

Contributions:

 

 

 

Participants

 

8,195,629

 

Company

 

3,802,102

 

Rollovers

 

1,325,971

 

Total contributions

 

13,323,702

 

 

 

 

 

Interest on participant loans

 

197,039

 

 

 

 

 

Total additions

 

16,831,593

 

 

 

 

 

DEDUCTIONS FROM NET ASSETS:

 

 

 

Distributions and withdrawals for participants

 

(19,559,637

)

Net depreciation in the fair value of investments

 

(6,709,686

)

Transaction fees

 

(192,991

)

Total deductions

 

(26,462,314

)

 

 

 

 

NET DECREASE IN NET ASSETS

 

(9,630,721

)

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Beginning of year

 

213,092,185

 

 

 

 

 

End of year

 

$

203,461,464

 

 

See accompanying notes to financial statements.

 

3



Table of Contents

 

GEORGIA GULF CORPORATION
401(k) RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011 AND 2010 AND FOR THE YEAR ENDED DECEMBER 31, 2011

 

1.                                    PLAN DESCRIPTION

 

The following description of the Georgia Gulf Corporation 401(k) Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the official Plan document for complete information.

 

General —The Plan was established effective as of January 1, 1985 in connection with the acquisition of Georgia-Pacific Chemicals, Inc. (“Chemicals”) by Georgia Gulf Corporation (the “Company” or “Plan Administrator”) from Georgia-Pacific Corporation. The Plan is a defined contribution plan of which Bank of America, N.A. (the “Trustee”) serves as the trustee. The Plan covers substantially all U.S. employees of the Company excluding leased employees, temporary employees who are either under the age of 21 or have not completed 60 days of service, employees hired pursuant to a cooperative program with an educational institution, student interns and non resident aliens, as defined. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

The Plan includes an employee stock ownership plan (“ESOP”) component. As a result, there are additional components for those portions of participant accounts that are invested in the Company’s common stock fund. Those Company common stock fund accounts consist of two components, one of which is attributable to the profit sharing component of the Plan and the other of which is attributable to the ESOP component of the Plan. The ESOP component of the Plan is designed to qualify as a stock bonus plan for tax purposes.

 

Savings Account —Eligible employees of the Company may elect to participate in the savings account feature of the Plan as of the first of the month following the completion of 60 days of service.  Participants may elect to contribute in 1% increments, on a pretax or after-tax basis, up to 100% of their eligible compensation, as defined by the Plan and subject to Internal Revenue Code (“IRC”) limitations. Participants may elect to change their contribution percentage on a bi-weekly basis.  As of January 1, 2010, the Company did not match employee contributions with the exception of Aberdeen hourly participants, whose match was contractual.  The Aberdeen hourly participants were matched at a rate of 100% of the first 3% and 50% of the next 2% of participant’s pretax contributions.  The Company commenced a safe harbor matching program of 100% of the first 3% and 50% of the next 2% of participant’s pretax contributions effective with payroll period with a disbursement date on or after July 23, 2010. The participant’s immediately vested in Company contributions in the years 2011 and 2010.

 

Eligible employees, who will attain at least age 50 before the close of the plan year, may elect to make catch-up contributions in accordance with the Economic Growth and Tax Relief Reconciliation Act of 2001. Contributions to the savings account may be invested in any investment option offered by the Plan, and participants may change their investment elections at any time.

 

Prior Plan Account —Participants in the Plan who were previously employees of Chemicals may have participated in a predecessor plan, which consisted of employer and employee funds. Employer fund balances consisted of annual contributions plus earnings. Employee fund balances consisted of employee after-tax contributions plus earnings.  Upon the Company’s acquisition of Chemicals, these prior plan account balances were transferred to the Plan and represent nonparticipant-directed accounts.  Once the participant is 55 years of age with 10 years of service, or 65 years of age, he/she may elect to transfer his/her balance to participant directed funds.

 

When a participant leaves the Company, he/she may elect to receive his/her entire employer fund prior plan account balance as a lump-sum distribution or, if eligible, to transfer the amount to the Company’s Retirement Plan.

 

Employee fund balances are classified as an after-tax savings account and are subject to plan distribution rules.

 

4



Table of Contents

 

Investment Funds —Assets held in the Plan as of December 31, 2011 and 2010 are invested by the Trustee in any of the following investment fund options, offered by the Plan, as directed by participants and/or Plan management:

 

a.                                 Vanguard Wellington Fund — Admiral Shares

 

b.                                 Harbor Capital Appreciation Fund — Class I

 

c.                                  INVESCO Stable Value Trust

 

d.                                 Dodge & Cox Stock Fund

 

e.                                  American Funds Europacific Growth Fund — Class A

 

f.                                   Georgia Gulf Employee Stock Ownership Fund

 

g.                                  Vanguard Institutional Fund Index — Institutional Shares

 

h.                                 Lord Abbett Small Capital Value Fund — Class I

 

i.                                     Pimco Total Return Fund — Class I

 

j.                                    Roxbury Small Capital Growth Fund — Institutional Class

 

k.                                 Conestoga Small Capital Growth Fund

 

l.                                     T Rowe Price Retirement Income Fund

 

m.                             T Rowe Price Retirement 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040, and 2045 Funds — Retail Class

 

Benefits/Distributions —Generally, upon termination of service due to death, disability, retirement, or separation from service, a participant or designated beneficiary may elect to receive a lump-sum amount equal to the value of the participant’s vested interest in his/her account.  The participant may also elect to roll over his/her account into an Individual Retirement Account (“IRA”) or another company’s retirement plan, or leave it in the Plan as long as the value of the account exceeds $1,000.  If the participant’s balance is less than $1,000, the Company has the authority to distribute the balance to the participant in a single lump-sum payment.  A participant may make withdrawals from his/her elective contribution account balance after reaching age 59-½ and must begin receiving distributions at age 70-½ if the participant has terminated employment by that time.

 

Participant Loans —Participants may borrow a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 (minus the highest outstanding balance of loans from the Plan to the participant during the one-year period ending on the day before the date when the loan was made) or 50% of his/her vested account balance. Loans are secured by the participant’s account balance and bear interest at a fixed rate over the life of the loan. Interest rates are based on the prime interest rate plus 1% at the time the loan is approved, and ranged from 4.25% to 9.25% at both December 31, 2011 and December 31, 2010. Repayments of the loans are made in substantially equal payroll deductions amortized over the life of the loan.  Participants may have only one loan outstanding at any time. The loans must be repaid within five years, unless used to purchase a primary residence, in which case the term may be extended.

 

Participant Accounts —Individual accounts are maintained for each participant. Each participant’s account is credited with the participant’s contributions and allocations of Company contributions and investment income and charged with withdrawals and an allocation of investment losses and investment manager expenses. Allocations of investment income (loss) and investment manager expenses are based on participant account balances, as defined. The benefits to which participants are entitled are the benefits that can be provided from the participant’s vested account.

 

Forfeitures —Forfeitures are used to reduce future Company contributions.  For the year ended December 31, 2011, forfeitures in the amount of $206,281 were used to reduce the Company contribution.  There were $8,496 and $183,492 of unallocated forfeitures at December 31, 2011 and 2010, respectively.

 

5



Table of Contents

 

Administrative Expenses —Administrative expenses, including trustee fees, are borne by the Company.  Transaction fees for investment trades are borne by the Plan.

 

Plan Termination —Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of the ERISA.  In the event the Plan terminates, participants become 100% vested in all Company contributions regardless of length of service.  In addition, any unallocated plan funds will be allocated to the appropriate accounts of Plan participants and beneficiaries.

 

2.                                    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting —The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and are presented on the accrual basis of accounting.

 

Use of Estimates and Risks and Uncertainties —The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. The Plan utilizes various investment instruments including, stable value fund, common stock, and mutual funds. Investment securities, in general, are exposed to various risks, including credit, interest, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is possible that changes in values of investment securities will occur and that such changes could materially affect the amount reported in the financial statements.

 

Notes Receivable from Participants—Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2011 or 2010. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

 

Valuation of Investments —Investments in mutual funds and common stock are stated at fair value based on quoted market price.  Investments in the stable value fund are stated at fair value as determined by the issuer of the stable value fund based on the fair value of the underlying investments.  The stable value fund has underlying investments in investment contracts, which are valued at the fair value of the underlying investments and then adjusted by the issuer to contract value.  The Invesco Stable Value Trust Fund is a stable value fund that is a commingled pool of the Institutional Retirement Trust. The fund invests primarily in investment contracts, such as traditional guaranteed investment contracts and synthetic guaranteed investment contracts (also known as wrapper contracts). Participants may ordinarily withdraw or transfer all or a portion of their investments at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.

 

The statements of net assets available for benefits as of December 31, 2011 and 2010 presents the stable value fund holding these investment contracts at fair value as well as an additional line item showing an adjustment of fully benefit-responsive investment contracts from fair value to contract value. Contract value is the relevant measurement 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 contract value represents contributions made to the fund plus earnings less participant withdrawals.

 

Investment Transactions —Purchases and sales of investments are recorded on their trade dates.

 

Income Recognition Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis.

 

Payment of Benefits Benefits are recorded when paid.

 

Excess Contribution Refundable — The Plan is required to return contributions received during the plan year in excess of the IRC limits.  At December 31, 2011 and 2010, the Plan had $109 and $134,715, respectively, of excess contributions due to participants, all of which were paid in 2012 and 2011, respectively. These excess contribution amounts are recognized in the Statements of Net Assets Available for Benefits as of December 31, 2011 and 2010 as a liability and in the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2011 as a reduction of Participant contributions.

 

6



Table of Contents

 

Adoption of New Accounting Pronouncements— In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04 (“ASU 2011-4”), which amends Accounting Standards Codification (“ASC”) topic 820, Fair Value Measurements and Disclosures,  (“ASC 820”) to achieve common fair value measurement and disclosure requirements under U.S GAAP and International Financial Reporting Standards (“IFRS”). This standard gives clarification for the highest and best use valuation concepts. ASU 2011-4 also provides guidance on fair value measurements relating to instruments classified in stockholders’ equity and instruments managed within a portfolio. Further, ASU 2011-04 clarifies disclosures for financial instruments categorized within level 3 of the fair value hierarchy that require companies to provide quantitative information about unobservable inputs used, the sensitivity of the measurement to changes in those inputs, and the valuation processes used by the reporting entity. Early adoption is not permitted. Implementation of this standard will be effective in the first fiscal year beginning after December 15, 2011. We do not expect the implementation of this standard to have a material effect on our financial statements.

 

3.                                    INVESTMENTS

 

The following investments represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2011 and 2010:

 

 

 

2011

 

2010

 

 

 

Shares/Units

 

Fair Value

 

Shares/Units

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

INVESCO Stable Value Fund—participant-directed

 

67,144,627

 

$

69,247,282

 

61,682,216

 

$

63,466,294

 

INVESCO Stable Value Fund—nonparticipant-directed

 

2,554,564

 

2,634,561

 

2,118,241

 

2,179,508

 

Total INVESCO Stable Value Fund

 

69,699,191

 

71,881,843

 

63,800,457

 

65,645,802

 

 

 

 

 

 

 

 

 

 

 

American Funds Europacific Growth Fund—participant-directed

 

417,224

 

14,669,605

 

474,514

 

19,630,635

 

American Funds Europacific Growth Fund—nonparticipant-directed

 

82,086

 

2,886,134

 

83,526

 

3,455,495

 

Total American Funds Europacific Growth Fund

 

499,310

 

17,555,739

 

558,040

 

23,086,130

 

 

 

 

 

 

 

 

 

 

 

Roxbury Small Capital Growth Fund —participant-directed

 

*

 

*

 

579,794

 

9,844,909

 

Roxbury Small Capital Growth Fund —nonparticipant-directed

 

*

 

*

 

52,774

 

893,108

 

Total Roxbury Small Capital Growth Fund

 

*

 

*

 

632,568

 

10,738,017

 

 

 

 

 

 

 

 

 

 

 

Dodge & Cox Stock Fund—participant-directed

 

191,762

 

19,490,646

 

210,664

 

22,701,147

 

Dodge & Cox Stock Fund—nonparticipant-directed

 

37,421

 

3,803,444

 

39,985

 

4,308,784

 

Total Dodge & Cox Stock Fund

 

229,183

 

23,294,090

 

250,649

 

27,009,931

 

 

 

 

 

 

 

 

 

 

 

Vanguard Institutional Fund Index — Institutional Shares

 

134,050

 

15,421,098

 

141,072

 

16,224,647

 

 

 

 

 

 

 

 

 

 

 

Vanguard Wellington Fund — Admiral Shares

 

306,753

 

16,604,565

 

338,239

 

18,166,841

 

 

 

 

 

 

 

 

 

 

 

Harbor Capital Appreciation Fund — Institutional Class—participant-directed

 

370,312

 

13,664,495

 

396,131

 

14,545,939

 

Harbor Capital Appreciation Fund — Institutional Class—nonparticipant-directed

 

100,031

 

3,691,139

 

118,970

 

4,368,567

 

Total Harbor Capital Appreciation Fund

 

470,343

 

17,355,634

 

515,101

 

18,914,506

 

 

 

 

 

 

 

 

 

 

 

Lord Abbett Small Capital Value Fund — participant-directed

 

358,236

 

11,388,330

 

399,899

 

13,292,633

 

Lord Abbett Small Capital Value Fund — nonparticipant-directed

 

25,446

 

808,924

 

27,097

 

900,724

 

Total Lord Abbett Small Capital Value Fund

 

383,682

 

12,197,254

 

426,996

 

14,193,357

 

 


*Investment was less than 5% in the respective year

 

7



Table of Contents

 

The following table summarizes the net depreciation in the fair value of investments for the year ended December 31, 2011:

 

Georgia Gulf Corporation Common Stock Fund and Employee Stock Ownership Fund

 

$

(967,580

)

Mutual funds

 

(5,742,106

)

 

 

 

 

Net depreciation in fair value of investments

 

$

(6,709,686

)

 

4.                                    FEDERAL INCOME TAX STATUS

 

The Internal Revenue Service (“IRS”) has determined and informed the Company by letter dated July 26, 2005, that the Plan and related trust meet the requirements for “qualified plan” status and that the trust meets the requirements for tax-exempt status in accordance with the applicable sections of the IRC. The Plan has been amended and restated since receiving the determination letter. However, the Plan Administrator believes that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and the Plan continues to be a qualified plan and related trust continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements. On January 26, 2010, an application was filed with the IRS for an updated determination as to whether the Plan meets the qualification requirements of Section 401(a) of the IRC. A response is pending.

 

Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. Plan management 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. The Plan has recognized no interest or penalties related to uncertain tax positions. 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 2011.

 

5.                                    NONPARTICIPANT-DIRECTED ACCOUNTS

 

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments as of December 31, 2011 and 2010 and for the year ended December 31, 2011 are as follows:

 

 

 

2011

 

2010

 

Investments at fair value:

 

 

 

 

 

Harbor Capital Appreciation Fund — Institutional Class

 

$

3,691,139

 

$

4,368,567

 

Dodge & Cox Stock Fund

 

3,803,444

 

4,308,784

 

American Funds Europacific Growth Fund

 

2,886,134

 

3,455,495

 

INVESCO Stable Value Fund

 

2,634,561

 

2,179,508

 

Lord Abbett Small Capital Value Fund

 

808,924

 

900,724

 

Roxbury Small Capital Growth Fund

 

782,820

 

893,108

 

Total investments, at fair value

 

$

14,607,022

 

$

16,106,186

 

Changes in net assets:

 

 

 

 

 

Net depreciation in fair value of mutual funds

 

$

(729,117

)

 

 

Distributions to participants or beneficiaries

 

(770,047

)

 

 

 

 

$

(1,499,164

)

 

 

 

8



Table of Contents

 

6.                                    EXEMPT PARTY-IN-INTEREST TRANSACTIONS

 

At December 31, 2011 and 2010, the Plan held 257,663 and 212,896 shares, respectively, of investments in the Company’s Employee Stock Ownership Fund. At December 31, 2011 and 2010, the cost basis of this investment was $5,766,761 and $3,584,459, respectively. Georgia Gulf Corporation declared no dividends during the year ended December 31, 2011.

 

7.                                    FAIR VALUE OF FINANCIAL INSTRUMENTS

 

ASC topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs to valuation techniques used to measure fair value. These levels, in order of highest to lowest priority are described below:

 

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

 

Level 2—Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

 

Level 3—Prices that are unobservable for the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s own data.

 

The Plan classifies its investments based on the lowest level of input that is significant to the fair value measurement. The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value at December 31, 2011 and 2010, respectively:

 

 

 

Fair Value Measurements

 

 

 

at December 31, 2011 Using

 

 

 

Quoted Prices in

 

Significant

 

 

 

 

 

 

 

Active Markets

 

Other

 

Significant

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

 

 

Asset Classes

 

Assets Level 1

 

Inputs (Level 2)

 

Inputs (Level 3)

 

Total

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

5,021,860

 

$

 

$

 

$

5,021,860

 

Stable Value Fund (a)

 

 

71,881,843

 

 

71,881,843

 

Mutual funds:

 

 

 

 

 

 

 

 

 

US Securities Funds

 

61,886,510

 

 

 

61,886,510

 

Small Capital Funds

 

21,944,817

 

 

 

21,944,817

 

International Funds

 

17,555,739

 

 

 

17,555,739

 

Index Funds

 

15,421,098

 

 

 

15,421,098

 

Target Retirement Date Funds

 

7,698,323

 

 

 

7,698,323

 

 

 

$

129,528,347

 

$

71,881,843

 

$

 

$

201,410,190

 

 

 

 

Fair Value Measurements

 

 

 

at December 31, 2010 Using

 

 

 

Quoted Prices in

 

Significant

 

 

 

 

 

 

 

Active Markets

 

Other

 

Significant

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

 

 

Asset Classes

 

Assets Level 1

 

Inputs (Level 2)

 

Inputs (Level 3)

 

Total

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

5,122,286

 

$

 

$

 

$

5,122,286

 

Stable Value Fund (a)

 

 

65,645,802

 

 

65,645,802

 

Mutual funds:

 

 

 

 

 

 

 

 

 

US Securities Funds

 

67,978,299

 

 

 

67,978,299

 

Small Capital Funds

 

24,931,374

 

 

 

24,931,374

 

International Funds

 

23,086,130

 

 

 

23,086,130

 

Index Funds

 

16,224,647

 

 

 

16,224,647

 

Target Retirement Date Funds

 

7,950,837

 

 

 

7,950,837

 

 

 

$

145,293,573

 

$

65,645,802

 

$

 

$

210,939,375

 

 

9



Table of Contents

 


(a)         The Stable Value Fund is a collective trust fund that seeks to preserve principal, maintain a stable interest rate, and provide daily liquidity at contract value for participant withdrawals and transfers. There are no restrictions on participant redemptions.

 

8.                                    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2011 and 2010.

 

 

 

2011

 

2010

 

Net assets available for benefits per the financial statements

 

$

203,461,464

 

$

213,092,185

 

Current year adjustment from contract value to fair value for fully benefit-responsive stable value fund

 

2,182,652

 

1,845,345

 

Net assets available for benefits per the Form 5500

 

$

205,644,116

 

$

214,937,530

 

 

The following is a reconciliation of the net decrease in net assets available for benefits per the financial statements to total loss per the Form 5500 for the year ended December 31, 2011.

 

 

 

2011

 

Net decrease in net assets available for benefits per the financial statements

 

$

(9,630,721

)

Prior year adjustment from contract value to fair value for fully benefit-responsive stable value fund

 

(1,845,345

)

Current year adjustment from contract value to fair value for fully benefit-responsive stable value fund

 

2,182,652

 

 

 

 

 

Net loss per the Form 5500

 

$

(9,293,414

)

 

9.                                    SUBSEQUENT EVENTS

 

The Company has evaluated the financial statements for subsequent events through the date of the filing of this Form 11-k, which is the date the financial statements were issued.

 

10



Table of Contents

 

SUPPLEMENTAL SCHEDULE

(See Report of Independent Registered Public Accounting Firm)

 

11



Table of Contents

 

GEORGIA GULF CORPORATION
401(k) RETIREMENT SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i—

PLAN SPONSOR EIN: 58-1563799, PLAN NUMBER—002

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2011

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

 

 

 

 

Description of Investment, Including

 

 

 

 

 

 

 

Identity of Issue, Borrower

 

Maturity Date, Rate of Interest,

 

 

 

Current

 

 

 

Lessor or Similar Party

 

Collateral, Par, or Maturity Value

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collective trust:

 

 

 

 

 

 

 

INVESCO NATIONAL TRUST COMPANY

 

Collective trust—INVESCO Stable Value Fund (participant-directed), 67,144,627 units

 

 

**

$

69,247,282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collective trust—INVESCO Stable Value Fund (nonparticipant-directed), 2,554,564 units

 

2,554,564

 

2,634,561

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

LORD ABBETT FUNDS

 

Lord Abbett Small Capital Value Fund (participant-directed), 358,236 shares

 

 

**

11,388,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lord Abbett Small Capital Value Fund (nonparticipant-directed), 25,446 shares

 

498,191

 

808,924

 

 

 

 

 

 

 

 

 

 

 

 

 

AMERICAN FUNDS

 

American Funds Europacific Growth Fund (participant-directed), 417,224 shares

 

 

**

14,669,605

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Funds Europacific Growth Fund (nonparticipant-directed), 82,086 shares

 

2,143,891

 

2,886,134

 

 

 

 

 

 

 

 

 

 

 

 

 

DODGE & COX FUND

 

Dodge & Cox Stock Fund (participant-directed), 191,762 shares

 

 

**

19,490,646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dodge & Cox Stock Fund (nonparticipant-directed), 37,421 shares

 

3,052,801

 

3,803,444

 

 

 

 

 

 

 

 

 

 

 

 

 

THE VANGUARD GROUP

 

Vanguard Institutional Fund Index — Institutional Shares, 134,050 shares

 

 

**

15,421,098

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Wellington Fund — Admiral Shares, 306,753 shares

 

 

**

16,604,565

 

 

 

 

 

 

 

 

 

 

 

 

 

HARBOR FUNDS

 

Harbor Capital Appreciation Fund-Institutional Class (participant-directed), 370,312 shares

 

 

**

13,664,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harbor Capital Appreciation Fund-Institutional Class (nonparticipant-directed), 100,031 shares

 

2,315,278

 

3,691,139

 

 

12



Table of Contents

 

 

 

ROXBURY FUNDS

 

Roxbury Small Capital Growth Fund (nonparticipant-directed), 48,653 shares

 

550,688

 

782,820

 

 

 

 

 

 

 

 

 

 

 

 

 

CONESTOGA FUNDS

 

Conestoga Small Capital Growth Fund, 396,319 shares

 

 

**

8,964,743

 

 

 

 

 

 

 

 

 

 

 

 

 

PIMCO FUNDS

 

Pimco Total Return Fund, 426,147 shares

 

 

**

4,632,221

 

 

 

 

 

 

 

 

 

 

 

 

 

T ROWE PRICE RETIREMENT FUNDS

 

T Rowe Price Retirement Income, 67,534 shares

 

 

**

874,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2005, 12,411 shares

 

 

**

138,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2010, 66,348 shares

 

 

**

996,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2015, 153,058 shares

 

 

**

1,772,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2020, 75,601 shares

 

 

**

1,202,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2025, 57,753 shares

 

 

**

668,785

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2030, 32,759 shares

 

 

**

541,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2035, 51,070 shares

 

 

**

595,477

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2040, 18,388 shares

 

 

**

304,693

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T Rowe Price Retirement 2045, 54,619 shares

 

 

**

602,446

 

 

 

 

 

 

 

 

 

 

 

*

 

VARIOUS PLAN PARTICIPANTS

 

Participant loans (with interest rates ranging from 4.25% to 9.25% and maturities through 9/18/21)

 

 

 

3,976,896

 

 

 

 

 

 

 

 

 

 

 

*

 

GEORGIA GULF CORPORATION

 

Common stock:

 

 

 

 

 

 

 

 

 

Georgia Gulf Corporation Employee Stock Ownership Fund, 257,663 shares

 

 

 

5,021,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

205,387,086

 

 


*           Represents a party-in-interest.

**           Cost information is excluded, as investments are participant-directed.

 

13



Table of Contents

 

SIGNATURES

 

The Plan. 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 hereunto duly authorized.

 

 

Georgia Gulf Corporation 401(k) Retirement Savings Plan

 

(Name of Plan)

 

 

 

Georgia Gulf Corporation

 

(Plan Administrator)

 

 

 

Date: June 19, 2012

/s/ GREGORY C. THOMPSON

 

By: Gregory C. Thompson

 

Chief Financial Officer

 

14



Table of Contents

 

EXHIBIT INDEX

 

Exhibit identified below, Exhibit 23 is filed herein as an exhibit hereto.

 

Exhibit
Number

 

 

23

 

Consent of Independent Registered Public Accounting Firm

 

15