SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED].
For the year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from ________________ to ________________
Commission file number 1-3506
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: Georgia-Pacific Corporation Hourly 401(k)
Plan.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: Georgia-Pacific Corporation, 133
Peachtree Street, N.E., Atlanta, Georgia 30303.
Georgia-Pacific Corporation
Hourly 401(k) Plan
Financial Statements and Schedule
as of December 31, 2000 and 1999
Together With Auditors' Report
Georgia-Pacific Corporation
Hourly 401(k) Plan
Financial Statements and Schedule
December 31, 2000 and 1999
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits--December 31, 2000 and
1999
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 2000
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
-- December 31, 2000
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants of the Georgia-Pacific
Corporation Hourly 401(k) Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Georgia-Pacific Corporation Hourly 401(k) Plan as of December
31, 2000 and 1999 and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 2000. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and the schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the 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 plan benefits of the
Georgia-Pacific Corporation Hourly 401(k) Plan as of December 31, 2000 and 1999
and the changes in its net assets available for plan benefits for the year ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets (held at end of
year) as of December 31, 2000 is presented for purposes of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The 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.
/s/ Arthur Andersen LLP
Atlanta, Georgia
June 8, 2001
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
------------ ------------
ASSETS:
Contributions receivable:
Employer $ 219,883 $ 359,784
Participants 1,718,442 2,475,836
------------ ------------
Total contributions receivable 1,938,325 2,835,620
------------ ------------
Investments, at market value:
Interest in master trusts 104,041,070 74,331,313
Mutual funds 292,429,700 325,075,327
Participant loans 1,730 8,498
------------ ------------
Total investments 396,472,500 399,415,138
------------ ------------
OTHER PAYABLE (228,791) 0
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $398,182,034 $402,250,758
============ ============
The accompanying notes are an integral part of these statements.
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
INVESTMENT LOSS:
Dividend income from investments $ 9,738,899
Net depreciation in market value of mutual funds (20,516,249)
Net loss from master trusts (25,012,491)
Interest from participant loans 411
------------
Total investment loss (35,789,430)
------------
CONTRIBUTIONS:
Participants 43,863,627
Employer 9,301,237
------------
Total contributions 53,164,864
------------
AMOUNTS DISTRIBUTED TO PARTICIPANTS (19,855,731)
------------
FEES (6,097)
------------
TRANSFER FROM PLAN (Note 1) (1,582,330)
------------
NET DECREASE (4,068,724)
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 402,250,758
------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $398,182,034
============
The accompanying notes are an integral part of this statement.
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2000 AND 1999
1. Organization and Plan Description
The following brief description of the Georgia-Pacific Corporation Hourly
401(k) Plan (the "Plan") provides only general information. Participants
should refer to the plan document for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution plan covering certain groups of hourly
employees of Georgia-Pacific Corporation (the "Employer" or "Company") and
is subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended. For unionized groups, participation in the Plan must
be specified in the applicable collective bargaining agreement; management
designates nonunion participating groups.
Eligible employees may elect to participate in the Plan beginning the first
pay date in any month after completing three full calendar months of
service. The participant becomes eligible for matching contributions
beginning the first day of the month following completion of one year of
service.
Plan assets are held in trust funds and are invested on the participants'
behalf, with all investment earnings for each fund credited to the accounts
of participants based on their proportionate share of the fund. Vanguard
Fiduciary Trust Company (the "Trustee") is the Trustee and custodian of the
Plan.
In 1999, the Plan's name was changed from the Georgia-Pacific Corporation
Hourly 401(k) Savings Plan to the Georgia-Pacific Corporation Hourly 401(k)
Plan.
There was a transfer of assets in the amount of $1,582,330 relating to the
employees of Color Box, LLC.
Contributions
The Plan allows for both Employer and participant contributions. The
percent of eligible compensation a participant is able to contribute, the
percent of the Employer's match (if any), and whether certain bonuses and
compensation for unused vacation and holidays may be contributed are
governed by the agreement applicable to that group. Contributions are
limited by the maximum allowable under the Internal Revenue Code ("IRC").
Participants are immediately vested in contributions and the Employer's
contributions.
The Plan allows participant contributions, and any investment income earned
thereon, to be allocated between any of the available investment funds
offered by the Plan. Participants may change investment allocations at any
time. Employer matching contributions are invested based on the allocation
chosen by the participant.
-2-
Contributions are transferred to the Trustee twice a month and invested in
the Vanguard Treasury Money Market Fund until they can be credited to
participants' accounts and invested in accordance with the participants'
investment elections. Earnings on the short-term investments are allocated
to the participants' accounts once each year.
Withdrawals and Termination
In the event of a participant's termination of employment, death, or
attainment of age 59 1/2, the participant or his/her beneficiary may elect
to receive, in cash and/or Georgia-Pacific Corporation--Timber Group Common
Stock or Georgia-Pacific Corporation--Georgia-Pacific Group Common Stock,
his/her entire account balance.
Hardship withdrawals are permitted if certain criteria are met, as defined
by the Plan, and are subject to taxes in the year received. Hardship
withdrawals (either full or partial) are paid in cash and result in a
suspension of the right to make participant contributions to the Plan for a
period of at least 12 months.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Effective January 1, 1999, the Plan adopted Statement of Position ("SOP")
99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters." SOP 99-3 established new
disclosure requirements for define contribution plans.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires plan management
to use estimates and assumptions that affect the net assets available for
the plan benefits and the changes therein. Actual results could differ from
these estimates.
Investment Valuation
Investments are presented at market value. Market values of mutual funds
and common stock are determined principally from quotations as reported on
various securities exchanges.
The net depreciation in the market value of mutual funds in the
accompanying statement of changes in net assets available for plan benefits
reflects the net difference between the market value and the cost at the
beginning and end of the year for mutual funds held throughout the year as
well as the difference between the year-end market value and cost for
mutual funds purchased during the year. For mutual funds sold or
distributed during the year, the net depreciation reflects the net
difference between the market value and the cost at the beginning of the
year and the date of disposition.
3. Income Tax Status
The Internal Revenue Service issued a determination letter dated June 20,
1997 stating that the Plan was designed in accordance with applicable IRC
requirements as of that date. Although the Plan has been amended since
receiving the determination letter, the plan administrator believes that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the IRC. The plan administrator believes that
the Plan was qualified and the related trust was tax-exempt as of the
financial statement dates.
-3-
4. Investments
Investment Options
Assets held under the Plan were invested by the Trustee, as directed by the
participants, in one or more of the following investment options:
Fixed Income Options
The general investment objective for these options is to provide a
high level of current income.
The Vanguard Short-Term Treasury Fund is principally invested in
short-term government bills, notes, and bonds and has an average
maturity of two to three years.
The Vanguard Total Bond Market Index Fund invests in U.S. government
bonds, high-quality corporate bonds, and mortgage-backed securities.
The objective of the Vanguard Total Bond Market Index Fund is to
approximate the performance of the Lehman Brothers Aggregate Bond
Index.
The Loomis Sayles Bond Fund--Institutional Class is invested in
bonds, including corporate and convertible bonds. This fund seeks to
provide high total investment return through a combination of current
income and capital appreciation.
Company Stock Options
The following two company stock funds are available as investment
options:
The Georgia-Pacific Group Stock Fund is invested principally in
shares of Georgia-Pacific Corporation--Georgia-Pacific Group Common
Stock ("Common Stock").
The Georgia-Pacific Timber Stock Fund is invested principally in
shares of Georgia-Pacific Corporation--Timber Group Common Stock.
Balanced Options
The objectives of these options are to conserve principal, to pay
current income, and to achieve long-term growth of principal and
income by investing in a combination of stocks, bonds, and cash
reserves.
The Vanguard Balanced Index Fund is invested in two Vanguard funds:
60% in a stock fund and 40% in a bond fund. This option seeks to
provide income and long-term growth of capital.
The Vanguard LifeStrategy Growth Fund is invested in four Vanguard
funds: a stock fund, an international stock fund, a bond fund, and an
asset allocation fund. This fund seeks to provide long-term growth of
capital and income.
The Vanguard LifeStrategy Income Fund is invested in four Vanguard
funds: a stock fund, two bond funds, and an asset allocation fund.
This fund seeks to provide a high level of income.
The Vanguard LifeStrategy Conservative Growth Fund is invested in
five Vanguard funds: a stock fund, an international stock fund, two
bond funds, and an asset allocation fund. This fund seeks to provide
a high level of income and a moderate long-term growth of capital.
The Vanguard LifeStrategy Moderate Growth Fund is invested in four
Vanguard funds: an international stock fund, a stock fund, a bond
fund, and an asset allocation fund. This fund seeks to provide a
reasonable level of income and long-term growth of capital.
-4-
Growth and Income Options
The goal of these options is to achieve long-term growth of principal
and income and reasonable current income.
The Vanguard 500 Index Fund is invested in all of the 500 stocks
included in the Standard & Poor's 500 Composite Stock Price Index in
approximately the same proportion as represented in the index. The
objective of this fund is to approximate the performance of the
Standard & Poor's 500 Composite Stock Price Index.
The Vanguard Total Stock Market Index Fund is invested in a large
sample of stocks that match certain characteristics of the Wilshire
5000 Equity Index. The investment objective of this fund is to
provide long-term growth of capital and income.
The Vanguard Windsor II Fund is invested in a diversified group of
out-of-favor stocks of large capitalization companies. This fund's
objective is to provide long-term growth of capital and income from
dividends.
Growth Options
The objective of these options is to achieve long-term growth of
capital; dividend income is incidental.
The Vanguard Extended Market Index Fund seeks to match the
performance of the Wilshire 4500 Equity Index. This fund seeks to
provide long-term growth of capital.
The Vanguard PRIMECAP Fund is invested in stocks of companies with
above-average prospects for continued earnings growth, strong
industry positions, and skilled management teams. This fund seeks to
provide long-term growth of capital.
Aggressive Growth Option
The goal of this option is to achieve maximum long-term capital
growth by investing in stocks of small companies or narrow market
segments.
The Vanguard Small-Cap Index Fund is invested in a large sample of
stocks that match certain characteristics of the Russell 2000 Index
Stocks. This fund seeks to provide long-term growth of capital.
Money Market Option
The goal of this option is to provide maximum current income
consistent with preservation of capital and liquidity.
The Vanguard Treasury Money Market Fund is invested exclusively in
U.S. government obligations.
International Option
The goal of this option is to achieve long-term growth of capital by
investing in the stocks of companies located outside the United
States.
The Vanguard International Growth Fund invests primarily in the
stocks of companies based outside the United States. This fund seeks
to provide long-term capital appreciation.
-5-
Significant Investments
Individual investments that represent 5% or more of the fair value of net
assets available for plan benefits are as follows as of December 31, 2000
and 1999:
2000 1999
------------ ------------
Vanguard Short-Term Treasury Fund $ 43,669,219 $ 47,784,352
Georgia-Pacific Group Common Stock 93,872,138 64,387,570
Vanguard Balanced Index Fund 21,445,433 21,901,665
Vanguard 500 Index Fund 150,411,089 172,087,933
Vanguard PRIMECAP Fund 20,797,912 N/A
Vanguard Treasury Money Market Fund 27,407,360 48,636,664
5. MASTER TRUSTS
Effective June 8, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust (the "Master
Trust"). The Master Trust was established to hold, administer, and invest
the assets of the Georgia-Pacific Stock Fund of certain defined
contribution plans qualified under Internal Revenue Code Section 401(k) and
are administered by Georgia-Pacific Corporation.
On December 16, 1997, the shareholders of Georgia-Pacific Corporation
approved the conversion of all Georgia-Pacific Common Stock into Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock and to distribute
one share of a new class of Common Stock, Georgia-Pacific Corporation--
Timber Group Common Stock. As a result, the assets of the Master Trust were
transferred on a pro rata basis into the newly created Georgia-Pacific
Group Stock Fund Master Trust ("Group Master Trust") and the Georgia-
Pacific Timber Stock Fund Master Trust ("Timber Master Trust").
The market values of the master trusts are allocated to the individual
participating plans based on the relative value of the assets of each plan.
Interest income, dividends, and gains and losses (both realized and
unrealized) are allocated daily to the individual participating plans based
on the relative market values at the beginning of each day.
The Plan's interest in the Group Master Trust as of December 31, 2000 and
1999 and for the years then ended is approximately 25% and 27%,
respectively. A summary of the Group Master Trust as of December 31, 2000
and 1999 is shown below:
2000 1999
------------ ------------
Investments, at market:
Georgia-Pacific Corporation
--Georgia-Pacific Group Common Stock $380,478,505 $231,843,864
Vanguard Treasury Money Market Fund 4,045,492 100
------------ ------------
Total investments 384,523,997 231,843,964
------------ ------------
Receivables:
Interest 16,656 6,686
Other receivables 679,748 6,704,850
------------ ------------
Total receivables 696,404 6,711,536
------------ ------------
Less payables 4,054,729 4,101,110
------------ ------------
Net assets of the Group Master Trust $381,165,672 $234,454,390
============ ============
-6-
A summary of net depreciation of the Group Master Trust, which comprises
the net investment loss for all participating plans for the year ending
December 31, 2000, is shown below:
Interest and dividends $ 5,209,298
Net depreciation in market value of common stock (106,911,424)
Investment expense (134,316)
-------------
Net investment loss from the Group Master Trust $(101,836,442)
=============
The Plan's interest in the Timber Master Trust as of December 31, 2000 and
1999, and for the years then ended is approximately 22% and 21%,
respectively. A summary of the Timber Master Trust as of December 31, 2000
and 1999 is shown below:
2000 1999
----------- -----------
Investments, at market:
Georgia-Pacific Corporation--Timber Group Common Stock $46,228,979 $47,775,036
Vanguard Treasury Money Market Fund 487,389 769,286
----------- -----------
Total investments 46,716,368 48,544,322
----------- -----------
Receivables:
Interest 3,040 2,401
Other receivables 11 354,749
----------- -----------
Total receivables 3,051 357,150
----------- -----------
Less payables 77,287 916,221
----------- -----------
Net assets of the Timber Master Trust $46,642,132 $47,985,251
=========== ===========
A summary of income and net appreciation of the Timber Master Trust, which
comprises the net investment gain for all participating plans for the year
ending December 31, 2000, is shown below:
Interest and dividends $ 1,704,640
Net appreciation in market value of common stock 8,378,081
Investment expense (42,424)
-----------
Net investment gain from the Timber Master Trust $10,040,297
===========
6. PLAN TERMINATION
The Employer has reserved the right to amend, modify, suspend, or terminate
the Plan at any time.
7. RELATED-PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds managed by the Trustee
and shares of common stock of the Employer, the administrator of the Plan.
As such, these transactions qualify as party-in-interest transactions.
8. RECONCILIATION TO THE FORM 5500
The Plan's net assets available for plan benefits at December 31, 2000 and
1999 include $949,624 and $374,537, respectively, for participants who have
elected distributions but have not yet been paid. In the Plan's Form 5500
for the years ended December 31, 2000 and 1999, these amounts are reflected
as benefit claims payable and are included in benefit payments to
participants or beneficiaries.
SCHEDULE I
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) PLAN
SCHEDULE H, LINE 4I--SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2000
Shares
or Face Current
Investment Description Amount Cost Value
-------------------------------------------- ---------- ---- ------------
FIXED INCOME OPTIONS:
* Vanguard Short-Term Treasury Fund 4,252,115 (a) $ 43,669,219
* Vanguard Total Bond Market Index Fund 948,842 (a) 9,450,469
Loomis Sayles Bond Fund--Institutional Class 41,069 (a) 454,221
------------
Total fixed income options 53,573,909
------------
COMPANY STOCK OPTIONS:
* Georgia-Pacific Group Stock Fund Master Trust 10,134,972 (a) 93,872,138
* Georgia-Pacific Timber Stock Fund Master Trust 2,312,698 (a) 10,168,932
------------
Total company stock options 104,041,070
------------
BALANCED OPTIONS:
* Vanguard Balanced Index Fund 1,123,974 (a) 21,445,433
* Vanguard LifeStrategy Growth Fund 111,435 (a) 2,183,015
* Vanguard LifeStrategy Income Fund 35,951 (a) 467,368
* Vanguard LifeStrategy Conservative Growth Fund 54,089 (a) 795,108
* Vanguard LifeStrategy Moderate Growth Fund 99,162 (a) 1,709,560
------------
Total balanced options 26,600,484
------------
GROWTH AND INCOME OPTIONS:
* Vanguard 500 Index Fund 1,234,294 (a) 150,411,089
* Vanguard Total Stock Market Index Fund 46,034 (a) 1,346,963
* Vanguard Windsor II Fund 68,921 (a) 1,874,658
------------
Total growth and income options 153,632,710
------------
GROWTH OPTIONS:
* Vanguard Extended Market Index Fund 45,836 (a) 1,220,167
* Vanguard PRIMECAP Fund 344,450 (a) 20,797,912
------------
Total growth options 22,018,079
------------
AGGRESSIVE GROWTH OPTION:
* Vanguard Small-Cap Index Fund 53,985 (a) 1,049,476
------------
MONEY MARKET OPTION:
* Vanguard Treasury Money Market Fund 27,407,360 (a) 27,407,360
------------
INTERNATIONAL OPTION:
* Vanguard International Growth Fund 431,780 (a) 8,147,682
------------
* PARTICIPANT LOANS 1,730
------------
Total investments $396,472,500
============
*Represents a party in interest to the Plan.
(a) Participant-directed.
The accompanying notes are an integral part of this schedule.
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee
(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-PACIFIC CORPORATION HOURLY 401(k) PLAN
BY: GEORGIA-PACIFIC CORPORATION, as plan administrator
Date: June 25, 2001 By: /s/ Danny W. Huff
Danny W. Huff
Executive Vice President--Finance
and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Description
Number -----------
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23 Consent of Arthur Andersen LLP