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 |
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1 | ||||||||
Financial Statements |
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2 | ||||||||
3 | ||||||||
4 - 11 | ||||||||
Supplementary Information |
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12 | ||||||||
13 - 14 | ||||||||
Consent of Independent Registered Public Accounting Firm |
December 31, | ||||||||
2007 | 2006 | |||||||
Assets |
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Investments, At Fair Value (Note 3) |
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Money market |
$ | 2,855,837 | $ | 2,098,427 | ||||
Mutual funds and common/collective fund |
212,749,496 | 195,099,078 | ||||||
Guaranteed investment account |
55,425,773 | 51,701,027 | ||||||
Company stock |
32,456,196 | 23,590,240 | ||||||
Brokerage securities |
14,211,712 | 16,173,578 | ||||||
Participant loans (Note 4) |
13,068,103 | 12,695,150 | ||||||
Net Assets Reflected At Fair Value |
330,767,117 | 301,357,500 | ||||||
Employer Contribution Receivable (Note 8) |
2,000,000 | | ||||||
Adjustment From Fair Value To Contract Value For
Fully Benefit-Responsive Investment Contracts |
(431,713 | ) | 781,446 | |||||
Net Assets Available For Benefits |
$ | 332,335,404 | $ | 302,138,946 | ||||
See the accompanying notes to financial statements. | Page 2 |
For The Years | ||||||||
Ended December 31, | ||||||||
2007 | 2006 | |||||||
Additions To Net Assets Attributed To: |
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Investment Income (Note 3) |
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Dividends and interest |
$ | 18,661,425 | $ | 12,927,085 | ||||
Net appreciation in fair value of investments |
7,391,119 | 9,163,977 | ||||||
Net Investment Income |
26,052,544 | 22,091,062 | ||||||
Contributions |
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Salary deferral |
18,822,753 | 16,466,791 | ||||||
Employer |
16,777,799 | 13,117,492 | ||||||
Employee after-tax |
1,267,997 | 1,182,386 | ||||||
Rollover |
1,493,489 | 1,518,973 | ||||||
Total Contributions |
38,362,038 | 32,285,642 | ||||||
Total Additions |
64,414,582 | 54,376,704 | ||||||
Deductions From Net Assets Attributed To: |
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Transfer out of the plan (Note 7) |
| 54,347,152 | ||||||
Benefits paid directly to participants |
34,206,968 | 21,910,644 | ||||||
Administrative fees |
11,156 | | ||||||
Total Deductions |
34,218,124 | 76,257,796 | ||||||
Net Increase (Decrease) |
30,196,458 | (21,881,092 | ) | |||||
Net Assets Available For Benefits -
Beginning Of Year |
302,138,946 | 324,020,038 | ||||||
Net Assets Available For Benefits -
End Of Year |
$ | 332,335,404 | $ | 302,138,946 | ||||
See the accompanying notes to financial statements. | 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). | ||
Effective January 1, 2006, the Plan was amended to include an automatic enrollment provision for all eligible employees. The automatic enrollment provided for default deferral contributions of 6% of eligible compensation. The contributions will be invested in both equity and fixed income investments. The participant has the option to make changes to the deferral percentage and investment allocation at any time. | ||
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 employer is required to make matching contributions equal to 100% of participant contributions up to the first 6% of eligible compensation. |
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Participant Accounts | ||
Each participants account is credited with the participants contributions; the employers matching contribution, if applicable, or employer non-discretionary contribution, 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 fund accounts a minimum of $500 or up to a maximum equal to the lesser of $50,000 or 50 percent 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. | ||
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. | ||
On June 20, 2007, the company announced the sale of its Mingo Logan subsidiarys Ben Creek mining complex to Cobra Natural Resources, LLC. The divestiture of the complex resulted in the termination of approximately 250 employees, who became eligible to withdraw their balances from the Plan. |
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Forfeited Accounts | ||
Forfeited amounts of employer contributions are used to offset future Company matching contributions of the Plan. At December 31, 2007 and 2006, forfeited amounts that became available to reduce future Company contributions were $418,932 and $246,883, respectively. | ||
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
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), 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. | ||
Investment Valuation And Income Recognition | ||
Investments in mutual funds are valued at reported net asset value at December 31 as determined by the fund manager. Participant loans are valued at their outstanding balances, which approximate fair value. The fair value of the Invesco Stable Value Fund is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations. | ||
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. | ||
Payment Of Benefits | ||
Benefits are recorded when paid. | ||
Recent Accounting Pronouncement | ||
On September 20, 2006, the Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 establishes an authoritative definition of fair value, sets out a hierarchy for measuring fair value, and requires additional disclosures about the inputs used to develop the measurements of fair value and the effects of certain measurements reported in the statement of operations for a fiscal period. The application of SFAS 157 will be effective for the Plans fiscal year beginning January 1, 2008. As of this date, the Plan Sponsor is unable to determine the effect of the adoption of SFAS 157 on the Plans financial statements. |
Page 7
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 Plan recordkeeper. | ||
Net Assets Available For Benefits |
December 31, | ||||||||
2007 | 2006 | |||||||
Putnam Money Market Fund |
$ | 2,855,837 | $ | 2,098,427 | ||||
Mutual Funds And Common/Collective Fund |
||||||||
American Century Income and Growth Fund |
26,975,227 | * | 28,562,832 | * | ||||
Growth Fund of America |
27,844,828 | * | 24,007,199 | * | ||||
Investment Company of America |
3,787,854 | 2,791,113 | ||||||
Black Rock Small Cap Core Equity Fund |
3,279,890 | 3,246,612 | ||||||
Dodge & Cox Balanced Fund |
27,707,522 | * | 27,734,043 | * | ||||
Franklin Templeton Balance Sheet Fund |
20,148,075 | * | 23,375,402 | * | ||||
Julius Baer International Equity Fund |
25,451,843 | * | 19,536,028 | * | ||||
PIMCO Total Return Fund |
16,826,961 | * | 14,094,269 | |||||
Putnam Asset Allocation: Balanced Fund |
18,557,507 | * | 11,876,688 | |||||
Putnam
S&P 500 Index |
24,396,716 | * | 24,077,681 | * | ||||
Putnam Vista Fund |
10,891,592 | 11,196,169 | ||||||
Wells Fargo Advantage Outlook 2010 |
1,875,639 | 1,474,966 | ||||||
Wells Fargo Advantage Outlook 2020 |
2,220,572 | 1,170,765 | ||||||
Wells Fargo Advantage Outlook 2030 |
1,419,013 | 1,050,139 | ||||||
Wells Fargo Advantage Outlook 2040 |
1,366,257 | 905,172 | ||||||
Total Mutual Funds And
Common/Collective Fund |
212,749,496 | 195,099,078 | ||||||
Invesco Stable Value Fund (At Contract Value) |
54,994,060 | * | 52,482,473 | * | ||||
Arch Coal, Inc. Common Stock |
32,456,196 | * | 23,590,240 | * | ||||
Putnam Direct Personal Choice Retirement
Account |
14,211,712 | 16,173,578 | * | |||||
Participant Loans |
13,068,103 | 12,695,150 | ||||||
$ | 330,335,404 | $ | 302,138,946 | |||||
* Investment represents 5% or more of net assets. |
Page 8
2007 | 2006 | |||||||
Mutual funds and common/collective fund |
$ | (4,014,737 | ) | $ | 17,246,603 | |||
Company stock |
11,405,856 | (8,082,626 | ) | |||||
$ | 7,391,119 | $ | 9,163,977 | |||||
Page 9
The contract permits the company or Invesco to terminate the agreement upon 90 days notice to the other party. | ||
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, 2007, the interest rates on the participant loans range from 4% 9.50%. The final installments are due at various dates through May 2022. | ||
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 September 26, 2002 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. | ||
7. | Transfers | |
On December 31, 2005, Arch Coal, Inc. sold three of its subsidiaries; Hobet Mining, Apogee Coal Company and Catenary Coal Company, to Magnum Coal Company. During 2006, the participants account balances were transferred to the Magnum Coal Company 401(k) Plan as of the effective date of the sale. |
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8. | Employer Contribution Receivable | |
During 2008, the Company found that 65 participants did not have the correct contribution deducted from their pay and deposited into their accounts for the year ended December 31, 2007. In addition, the Company determined that the employer match had not been calculated correctly for 21 participants. The shortfall in employer match totaled approximately $30,000 and was deposited into the participants accounts in early 2008. The Company is working with the Plans ERISA Counsel to correct the errors and replace lost earnings. The Company estimates the correction and earnings will be approximately $2 million. | ||
9. | Subsequent Events | |
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. | ||
10. | Reconciliation Of Financial Statements To Form 5500 | |
Following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2007: |
Net assets available for benefits per the financial statements |
$ | 332,335,404 | ||
Adjustment from contract value to fair value for fully
Benefit-responsive contracts |
431,713 | |||
Net assets available for benefits per the Form 5500 |
$ | 332,767,117 | ||
Net increase per the financial statements |
$ | 30,196,458 | ||
Adjustment from contract value to fair value for fully
Benefit-responsive contracts |
431,713 | |||
Net increase per the Form 5500 |
$ | 30,628,171 | ||
Page 11
Page 12
Current | ||||||
Identity Of Issuer | Description Of Investment | Value | ||||
Money Market |
||||||
Putnam Investments* |
Putnam Money Market Fund | $ | 2,855,837 | |||
Mutual Funds And Common/Collective Fund |
||||||
American Century |
American Century Income and Growth Fund | 26,975,227 | ||||
American Fund Corporation |
Growth Fund of America | 27,844,828 | ||||
American Fund Corporation |
Investment Company of America | 3,787,854 | ||||
Black Rock Funds |
Black Rock Small Cap Core Equity Fund | 3,279,890 | ||||
Dodge & Cox Funds |
Dodge & Cox Balanced Fund | 27,707,522 | ||||
Franklin Investments |
Franklin Templeton Balance Sheet Fund | 20,148,075 | ||||
Julius Baer Group |
Julius Baer International Equity Fund | 25,451,843 | ||||
PIMCO Investments |
PIMCO Total Return Fund | 16,826,961 | ||||
Putnam Investments* |
Putnam Asset Allocation: Balanced Fund | 18,557,507 | ||||
Putnam Investments* |
Putnam S&P 500 Index | 24,396,716 | ||||
Putnam Investments* |
Putnam Vista Fund | 10,891,592 | ||||
Wells Fargo |
Wells Fargo Advantage Outlook 2010 | 1,875,639 | ||||
Wells Fargo |
Wells Fargo Advantage Outlook 2020 | 2,220,572 | ||||
Wells Fargo |
Wells Fargo Advantage Outlook 2030 | 1,419,013 | ||||
Wells Fargo |
Wells Fargo Advantage Outlook 2040 | 1,366,257 | ||||
Total Mutual Funds And
Common/Collective Fund |
212,749,496 | |||||
Common Stock |
||||||
Arch Coal, Inc. * |
Common stock | 32,456,196 | ||||
Participant Directed Brokerage Accounts |
||||||
Putnam* |
Putnam Direct Personal Choice | |||||
Retirement Account (Participant | ||||||
Directed Brokerage Accounts) | 14,211,712 | |||||
Balance Carried Forward |
262,273,241 | |||||
* Represents party-in-interest |
Page 13
Current | ||||||
Identity Of Issuer | Description Of Investment | Value | ||||
Balance Brought Forward |
$ | 262,273,241 | ||||
Guaranteed Investment Account - |
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Invesco Stable Value Fund |
||||||
Bank of America NT & SA |
01-257 | 11,140,065 | ||||
ING Life & Annuity |
60034 | 6,402,997 | ||||
JP Morgan Chase Bank |
433119-MGC | 9,828,887 | ||||
Monumental Life Insurance Co. |
MDA-00589TR | 8,542,433 | ||||
State Street Bank & Trust Co. |
103077 | 9,832,598 | ||||
State Street Bank & Trust Co. Wrapper |
MC7930 | 1,942,735 | ||||
Union Bank of Switzerland |
5155 | 7,736,058 | ||||
Total Guaranteed Investment Account |
55,425,773 | |||||
Participant Loans |
Bearing interest at 4% - 9.5%, due at | |||||
various dates through May 2022 | 13,068,103 | |||||
$ | 330,767,117 | |||||
Page 14
Arch Coal, Inc. Employee Thrift Plan |
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By: | /s/ Sheila B. Feldman | |||
Sheila B. Feldman | ||||
Plan Administrator | ||||
Exhibit | Description | |
23.1
|
Consent of Independent Registered Public Accounting Firm |