þ | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
1
December 31, | ||||||||
2009 | 2008 | |||||||
Assets |
||||||||
Investments, At Fair Value (Note 3) |
||||||||
Money market |
$ | 1,818,595 | $ | 1,660,650 | ||||
Mutual funds |
172,381,569 | 143,106,710 | ||||||
Guaranteed investment account |
66,072,507 | 58,563,311 | ||||||
Company stock |
34,384,617 | 22,387,100 | ||||||
Collective trust fund |
32,994,515 | | ||||||
Brokerage securities |
11,114,310 | 7,772,231 | ||||||
Participant loans (Note 4) |
17,036,423 | 13,661,732 | ||||||
Total Investments At Fair Value |
335,802,536 | 247,151,734 | ||||||
Receivables |
||||||||
Employer contributions receivable |
695,357 | 613,354 | ||||||
Employee contributions receivable |
890,908 | 793,456 | ||||||
Total Receivables |
1,586,265 | 1,406,810 | ||||||
Net Assets Available For Benefits At Fair Value |
337,388,801 | 248,558,544 | ||||||
Adjustment From Fair Value To Contract Value For
Fully Benefit-Responsive Investment Contracts |
(1,641,093 | ) | 2,246,423 | |||||
Net Assets Available For Benefits |
$ | 335,747,708 | $ | 250,804,967 | ||||
Page 2
For The Years | ||||||||
Ended December 31, | ||||||||
2009 | 2008 | |||||||
Additions To Net Assets Attributed To: |
||||||||
Contributions |
||||||||
Salary deferral |
$ | 20,993,759 | $ | 21,569,194 | ||||
Employer (Note 7) |
15,821,598 | 15,540,598 | ||||||
Employee after-tax |
1,244,008 | 1,464,768 | ||||||
Rollover (Note 8) |
8,743,332 | 886,051 | ||||||
Total Contributions |
46,802,697 | 39,460,611 | ||||||
Deductions From Net Assets Attributed To: |
||||||||
Benefits paid directly to participants |
18,742,803 | 21,808,914 | ||||||
Administrative fees |
260,230 | 12,300 | ||||||
Total Deductions |
19,003,033 | 21,821,214 | ||||||
Investment Income (Loss) (Note 3) |
||||||||
Dividends and interest |
8,587,726 | 9,239,721 | ||||||
Net appreciation (depreciation) in fair value of investments |
47,954,898 | (108,409,555 | ) | |||||
Net Investment Income (Loss) |
56,542,624 | (99,169,834 | ) | |||||
Transfer Of Assets Into Plan (Note 9) |
600,453 | | ||||||
Net Increase (Decrease) |
84,942,741 | (81,530,437 | ) | |||||
Net Assets Available For Benefits Beginning Of Year |
250,804,967 | 332,335,404 | ||||||
Net Assets Available For Benefits End Of Year |
$ | 335,747,708 | $ | 250,804,967 | ||||
Page 3
1. | Description Of The Plan | |
The Arch Coal, Inc. Employee Thrift Plan (the Plan) was established by Arch Coal, Inc. (the Company) for the benefit of the eligible employees of the Company, its subsidiaries and controlled affiliates. | ||
The following description of the Plan provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plans provisions. | ||
Certain provisions of the Plan as described below do not apply to or have been modified for certain subsidiaries and affiliates of the Company. | ||
General | ||
The Plan, which has been adopted by Arch Coal, Inc., is a defined contribution plan, which includes a 401(k) provision. The Plan covers substantially all salaried employees, nonunion hourly employees, and certain union employees where specified by applicable collective bargaining agreements of the Company, its subsidiaries, and any controlled affiliates that elect to participate in the Plan. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
On September 24, 2009, the Company completed the acquisition of Jacobs Ranch Coal, LLC, a mining complex previously owned by Rio Tinto Sage, LLC. The acquisition of the complex resulted in 595 new employees, who immediately became eligible and had the option to rollover account balances and transfer outstanding loans into the Plan. | ||
The Plan was amended to recognize, for vesting purposes in the Plan, the prior service of Jacobs Ranch Coal, LLC employees. | ||
Contributions | ||
Participants may elect to defer between 1% and 50% of compensation. Highly compensated employees may contribute up to 16%, with the exception of the highly compensated hourly employees at Mingo Logan and Mountain Laurel who may contribute up to 17%. The Company is required to make matching contributions equal to 100% of participant contributions up to the first 6% of eligible compensation. |
Page 4
Effective March 1, 2008, the Plan was amended to allow highly compensated hourly employees at Mingo Logan and Mountain Laurel to contribute up to 16% of eligible compensation. | ||
The Plan includes an automatic enrollment provision for all eligible employees. The automatic enrollment provides for default deferral contributions of 6% of eligible compensation, which will be invested in a target retirement fund. The participant has the option to make changes to the deferral percentage and investment allocation at any time. | ||
Participant Accounts | ||
Each participants account is credited with the participants contributions; the Companys matching contribution, if applicable, or Company discretionary contributions, if applicable, and an allocation of Plan earnings. The allocation of earnings is determined by the earnings of the participants investment selection based on each participants account balance, as defined in the Plan Agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participants account. | ||
Vesting | ||
Participants are fully vested in their contributions plus actual earnings. All eligible employees of the Company at December 31, 1997 became fully vested in the Plan. Eligible employees hired subsequent to December 31, 1997 vest in Company contributions and earnings upon the completion of three full years of service. The hourly employees at Mingo Logan and Mountain Laurel are fully vested after the completion of two full and consecutive years of service. | ||
All participants become fully vested upon death while employed, total disability, or normal retirement age, regardless of the number of months of participation. | ||
Participant Loans | ||
Active participants, with some exceptions, may borrow from their account a minimum of $500 or up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loan terms range from one to five years or longer for the purchase of a primary residence. The loans are secured by the balance in the participants account and bear interest at the prime rate listed in the Wall Street Journal on the first day of the month the loan is processed. Principal and interest are paid ratably through payroll deductions. |
Page 5
Payment Of Benefits | ||
Upon death, termination of service, or attainment of age 70-1/2, a participant may receive a lump-sum amount equal to the value of the participants vested interest in his or her account. Participant accounts with vested balances of $1,000 or less will be automatically distributed unless otherwise instructed. | ||
Forfeited Accounts | ||
Forfeited amounts of Company contributions are used to offset future Company matching contributions of the Plan. At December 31, 2009 and 2008, forfeited amounts that became available to reduce future Company contributions were $256,263 and $861,806, respectively. During the Plan years ended December 31, 2009 and 2008, $1,330,244 and $618,407, respectively, in forfeited funds were used to offset Company contributions. | ||
Investment Options | ||
Upon enrollment in the Plan, a participant may direct contributions in a number of investment options offered by the Plan. | ||
Withdrawals | ||
Subject to certain qualifications, participants may take an in-service withdrawal of their after-tax or Company matching contributions. A participant who has reached age 59-1/2 or experienced a qualifying financial hardship may withdraw all or part of his or her vested account. Hardship withdrawals will be approved only if they conform to the Plan provisions and established Internal Revenue Service safe harbors. | ||
2. | Summary Of Significant Accounting Policies | |
Basis Of Accounting | ||
The financial statements of the Plan are prepared under the accrual basis of accounting. | ||
Estimates And Assumptions | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. |
Page 6
Investment Valuation And Income Recognition | ||
The Plans investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for a discussion of fair value measurements. | ||
In 2009, FASB Staff Position 157-4, Disclosures Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4), was issued and later codified into ASC Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820), which expanded disclosures and required that major categories for debt and equity securities in the fair value hierarchy table be determined on the basis of the nature and risks of the investments. As shown in Note 4, this guidance was applied prospectively in 2009, and the impact of this standard was not material to the Plans net assets available for benefits. | ||
Investment income is recorded as earned on the accrual basis. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. | ||
As required by accounting standards, 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. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts, as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. | ||
Payment Of Benefits | ||
Benefits are recorded when paid. | ||
3. | Investments | |
The Company has established a Pension Committee to oversee the activities of the Plan and has appointed the Vice President Human Resources as the Plan Administrator. Mercer Fiduciary Trust Company is the Trustee for the Plan and Mercer HR Services is the Plans Recordkeeper. |
Page 7
December 31, | ||||||||
2009 | 2008 | |||||||
Money Market |
$ | 1,818,595 | $ | 1,660,650 | ||||
Mutual Funds |
||||||||
American Century Income and Growth Fund |
18,389,814 | * | 15,712,585 | * | ||||
Growth Fund of America |
22,784,112 | * | 15,671,703 | * | ||||
Investment Company of America |
7,829,638 | 4,420,739 | ||||||
Black Rock Small Cap Core Equity Fund |
2,713,372 | 1,985,880 | ||||||
Dodge & Cox Balanced Fund |
27,375,060 | * | 18,083,515 | * | ||||
Franklin Templeton Balance Sheet Fund |
11,248,655 | 9,443,162 | ||||||
Artio International Equity Fund |
14,186,316 | 11,562,049 | ||||||
PIMCO Total Return Fund |
26,231,661 | * | 21,721,712 | * | ||||
Putnam Asset Allocation: Balanced Fund |
| 13,842,042 | * | |||||
Putman S&P 500 Index Fund |
| 20,053,231 | * | |||||
Putman Vista Fund |
| 3,955,676 | ||||||
Jennison Mid Cap Growth Fund |
5,393,504 | | ||||||
Wells Fargo Advantage Outlook 2010 |
2,943,550 | 1,211,344 | ||||||
Wells Fargo Advantage Outlook 2020 |
8,414,366 | 1,812,897 | ||||||
Wells Fargo Advantage Outlook 2030 |
8,492,618 | 1,513,526 | ||||||
Wells Fargo Advantage Outlook 2040 |
16,378,903 | 2,116,649 | ||||||
Total Mutual Funds |
172,381,569 | 143,106,710 | ||||||
Guaranteed Investment Account (At Fair
Value) |
66,072,507 | * | 58,563,311 | * | ||||
Company Stock |
34,384,617 | * | 22,387,100 | * | ||||
Collective Trust Fund |
32,994,515 | * | | |||||
Brokerage Securities |
11,114,310 | 7,772,231 | ||||||
Participant Loans |
17,036,423 | * | 13,661,732 | * | ||||
$ | 335,802,536 | $ | 247,151,734 | |||||
* | Investment represents 5% or more of net assets. |
Page 8
2009 | 2008 | |||||||
Mutual funds |
$ | 34,795,166 | $ | (76,070,878 | ) | |||
Company stock |
9,817,650 | (25,481,582 | ) | |||||
Brokerage securities |
3,342,082 | (6,857,095 | ) | |||||
$ | 47,954,898 | $ | (108,409,555 | ) | ||||
Page 9
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; | ||
| 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. |
Page 10
Page 11
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market |
$ | 1,818,595 | $ | | $ | | $ | 1,818,595 | ||||||||
Mutual funds |
||||||||||||||||
Growth funds |
30,890,988 | | | 30,890,988 | ||||||||||||
Balanced funds |
63,604,497 | | | 63,604,497 | ||||||||||||
Blended funds |
22,015,954 | | | 22,015,954 | ||||||||||||
Value funds |
29,638,469 | | | 29,638,469 | ||||||||||||
Income fund |
26,231,661 | | | 26,231,661 | ||||||||||||
Total mutual funds |
172,381,569 | | | 172,381,569 | ||||||||||||
Guaranteed investment
account |
| 66,072,507 | | 66,072,507 | ||||||||||||
Company stock |
34,384,617 | | | 34,384,617 | ||||||||||||
Collective trust fund |
| 32,994,515 | | 32,994,515 | ||||||||||||
Brokerage securities |
11,114,310 | | | 11,114,310 | ||||||||||||
Participant loans |
| | 17,036,423 | 17,036,423 | ||||||||||||
Total assets at fair value |
$ | 219,699,091 | $ | 99,067,022 | $ | 17,036,423 | $ | 335,802,536 | ||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market |
$ | 1,660,650 | $ | | $ | | $ | 1,660,650 | ||||||||
Mutual funds |
143,106,710 | | | 143,106,710 | ||||||||||||
Guaranteed investment
account |
| 58,563,311 | | 58,563,311 | ||||||||||||
Company stock |
22,387,100 | | | 22,387,100 | ||||||||||||
Brokerage securities |
7,772,231 | | | 7,772,231 | ||||||||||||
Participant loans |
| | 13,661,732 | 13,661,732 | ||||||||||||
Total assets at fair value |
$ | 174,926,691 | $ | 58,563,311 | $ | 13,661,732 | $ | 247,151,734 | ||||||||
Page 12
2009 | 2008 | |||||||
Balance, beginning of year |
$ | 13,661,732 | $ | 13,068,103 | ||||
Purchases, sales, issuances and settlements
(net) |
3,374,691 | 593,629 | ||||||
Balance, end of year |
$ | 17,036,423 | $ | 13,661,732 | ||||
4. | Participant Loans | |
Participant loans are secured by participants vested balances. The loans are due in bi-weekly payments including principal and interest at varying rates reflective of the prime rate as of the time of issue. At December 31, 2009, the interest rates on the participant loans range from 3.25% to 9.5%. The final installments are due at various dates through June 2026. | ||
5. | Plan Termination | |
Although it has not expressed intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. | ||
6. | Income Tax Status | |
The Plan obtained its latest determination letter on July 17, 2009 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. The Plan Administrator believes the amendments made will maintain the tax qualification of the Plan and the related trust will continue to be tax exempt. |
Page 13
7. | Employer Correction Contribution Receivable | |
During 2008, the Company found that 64 participants did not have the correct contribution deducted from their pay and deposited into their account for various years between 2001 and 2007. At that time, management had estimated these corrections plus earnings would be approximately $2,000,000. The actual correction for employee deferrals, Company match, and earnings amounted to $812,890 and was deposited into the participants accounts in October 2008. In addition, the Company determined that the employer match had not been calculated correctly for 88 participants for that same period. The shortfall in employer match and earnings totaled $44,775 and was deposited into the participants accounts in October 2008. | ||
8. | Rollover Contributions | |
During 2009, the Plan received rollover contributions amounting to $8,272,373 as a result of the acquisition of Jacobs Ranch Coal, LLC (Note 1). | ||
9. | Transfer Of Assets Into Plan | |
During 2009, the Plan transferred in $600,453 of outstanding participant loans as a result of the acquisition of Jacobs Ranch Coal, LLC (Note 1). | ||
10. | Risks And Uncertainties | |
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statement of net assets available for benefits. |
Page 14
11. | Reconciliation Of Financial Statements To Form 5500 | |
Following is a reconciliation of net assets available for benefits and net decrease per the financial statements to the Form 5500: |
December 31, | ||||||||
2009 | 2008 | |||||||
Net assets available for benefits per the financial
statements |
$ | 335,747,708 | $ | 250,804,967 | ||||
Adjustment from contract value to fair value for fully
benefit-responsive contracts |
1,641,093 | (2,246,423 | ) | |||||
Net assets available for benefits per the Form 5500 |
$ | 337,388,801 | $ | 248,558,544 | ||||
For The | ||||
Year Ended | ||||
December 31, | ||||
2009 | ||||
Net increase per the financial statements |
$ | 84,942,741 | ||
Adjustment from contract value to fair value for fully
benefit-responsive contracts prior year |
2,246,423 | |||
Adjustment from contract value to fair value for fully
benefit-responsive contracts current year |
1,641,093 | |||
Net increase per the Form 5500 |
$ | 88,830,257 | ||
Page 15
Page 16
Current | ||||||
Identity Of Issuer | Description Of Investment | Value | ||||
Money Market |
||||||
Federated
|
Prime Obligation Money Market Fund | $ | 1,818,595 | |||
Mutual Funds |
||||||
American Century
|
American Century Income and Growth Fund | 18,389,814 | ||||
American Fund Corporation
|
Growth Fund of America | 22,784,112 | ||||
American Fund Corporation
|
Investment Company of America | 7,829,638 | ||||
Black Rock Funds
|
Black Rock Small Cap Core Equity Fund | 2,713,372 | ||||
Dodge & Cox Funds
|
Dodge & Cox Balanced Fund | 27,375,060 | ||||
Franklin Investments
|
Franklin Templeton Balance Sheet Fund | 11,248,655 | ||||
Artio Investments
|
Artio International Equity Fund | 14,186,316 | ||||
PIMCO Investments
|
PIMCO Total Return Fund | 26,231,661 | ||||
Jennison Investments
|
Jennison Mid Cap Growth Fund | 5,393,504 | ||||
Wells Fargo
|
Wells Fargo Advantage Outlook 2010 | 2,943,550 | ||||
Wells Fargo
|
Wells Fargo Advantage Outlook 2020 | 8,414,366 | ||||
Wells Fargo
|
Wells Fargo Advantage Outlook 2030 | 8,492,618 | ||||
Wells Fargo
|
Wells Fargo Advantage Outlook 2040 | 16,378,903 | ||||
Total Mutual Funds
|
172,381,569 | |||||
Company Stock |
||||||
Arch Coal, Inc. *
|
Common stock | 34,384,617 | ||||
Collective Trust Fund |
||||||
Northern Trust
|
Collective Daily S&P 500 Equity Index Fund | 32,994,515 | ||||
Brokerage Securities |
||||||
Putnam*
|
Putnam Direct Personal Choice
Retirement Account (Participant
Directed Brokerage Accounts)
|
11,114,310 | ||||
Balance Carried Forward
|
252,693,606 | |||||
* | Represents party-in-interest |
Page 17
Current | ||||||
Identity Of Issuer | Description Of Investment | Value | ||||
Balance Brought Forward |
$ | 252,693,606 | ||||
Guaranteed Investment Account Invesco Stable Value Fund |
||||||
Bank of America NT & SA |
01-257 | 14,386,210 | ||||
ING Life & Annuity |
60034 | 14,491,149 | ||||
JP Morgan Chase Bank |
433119-MGC | 11,764,180 | ||||
Monumental Life Insurance Co. |
MDA-00589TR | 9,789,199 | ||||
State Street Bank & Trust Co. |
103077 | 11,732,014 | ||||
State Street Bank & Trust Co. |
MC7930 | 3,909,755 | ||||
Total Guaranteed
Investment Account |
66,072,507 | |||||
Plan Participants |
Participant loans, bearing interest at 3.25% - 9.5%, due at various dates through June 2026. |
17,036,423 | ||||
$ | 335,802,536 | |||||
Page 18
Arch Coal, Inc. Employee Thrift Plan |
||||
By: | /s/ Sheila B. Feldman | |||
Sheila B. Feldman | ||||
Plan Administrator | ||||
Exhibit | Description | |
23.1 |
Consent of Independent Registered Public Accounting Firm |