e11vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For The Fiscal Year Ended December 31, 2010 |
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-13105
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
(Full title of the plan and the address of the plan, if different from that of the issue-named below)
Name and Address of the issuer of the Securities
Held Pursuant to the Plan
Arch Coal, Inc.
One CityPlace Drive, Suite 300
St. Louis, Missouri 63141
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)
ARCH COAL, INC.
EMPLOYEE THRIFT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2010
Contents
|
|
|
|
|
|
|
Page |
|
Report Of Independent |
|
|
|
|
Registered Public Accounting Firm |
|
|
1 |
|
|
|
|
|
|
Financial Statements |
|
|
|
|
|
|
|
|
|
Statement Of Net Assets Available For Benefits |
|
|
2 |
|
|
|
|
|
|
Statement Of Changes In Net Assets Available
For Benefits |
|
|
3 |
|
|
|
|
|
|
Notes To Financial Statements |
|
|
4 - 15 |
|
|
|
|
|
|
Supplementary Information |
|
|
|
|
|
|
|
|
|
Report Of Independent Registered Public Accounting
Firm On Supplementary Information |
|
|
16 |
|
|
|
|
|
|
Schedule Of Assets Held At End Of Year |
|
|
17 - 18 |
|
Report Of Independent Registered Public
Accounting Firm
The Retirement Committee
Arch Coal, Inc. Employee Thrift Plan
St. Louis, Missouri
We have audited the accompanying statement of net assets available for benefits of the Arch Coal,
Inc. Employee Thrift Plan (the Plan) as of December 31, 2010 and 2009, and the related statement of
changes in net assets available for benefits for the years then ended. These financial statements
are the responsibility of the Plans 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 consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, 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 at December 31, 2010 and 2009, and the
changes in net assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Rubin
Brown LLP
St. Louis, Missouri
June 27, 2011
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Assets |
|
|
|
|
|
|
|
|
Investments, At Fair Value |
|
|
|
|
|
|
|
|
Money market fund |
|
$ |
3,205,840 |
|
|
$ |
1,818,595 |
|
Mutual funds |
|
|
198,874,936 |
|
|
|
172,381,569 |
|
Stable value fund |
|
|
78,214,788 |
|
|
|
66,072,507 |
|
Company stock |
|
|
48,289,018 |
|
|
|
34,384,617 |
|
Collective trust fund |
|
|
48,218,249 |
|
|
|
32,994,515 |
|
Brokerage securities |
|
|
12,153,958 |
|
|
|
11,114,310 |
|
|
|
|
|
|
|
|
Total Investments At Fair Value |
|
|
388,956,789 |
|
|
|
318,766,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
|
|
|
|
|
|
Company contributions |
|
|
658,368 |
|
|
|
695,357 |
|
Participant contributions |
|
|
890,430 |
|
|
|
890,908 |
|
Notes receivable from participants |
|
|
19,865,218 |
|
|
|
17,036,423 |
|
|
|
|
|
|
|
|
Total Receivables |
|
|
21,414,016 |
|
|
|
18,622,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available For Benefits At Fair Value |
|
|
410,370,805 |
|
|
|
337,388,801 |
|
|
|
|
|
|
|
|
|
|
Adjustment From Fair Value To Contract Value For
Fully Benefit-Responsive Investment Contracts |
|
|
(2,841,340 |
) |
|
|
(1,641,093 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available For Benefits |
|
$ |
407,529,465 |
|
|
$ |
335,747,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See the accompanying notes to financial statements.
|
|
|
Page 2
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
|
|
|
|
|
|
|
|
|
|
|
For The Years |
|
|
|
Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Additions To Net Assets Attributed To: |
|
|
|
|
|
|
|
|
Contributions |
|
|
|
|
|
|
|
|
Participant salary deferral |
|
$ |
23,391,009 |
|
|
$ |
20,993,759 |
|
Company |
|
|
18,233,022 |
|
|
|
15,821,598 |
|
Participant after-tax |
|
|
1,347,890 |
|
|
|
1,244,008 |
|
Rollover |
|
|
786,352 |
|
|
|
8,743,332 |
|
|
|
|
|
|
|
|
Total Contributions |
|
|
43,758,273 |
|
|
|
46,802,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deductions From Net Assets Attributed To: |
|
|
|
|
|
|
|
|
Benefits paid directly to participants |
|
|
24,453,314 |
|
|
|
18,742,803 |
|
Administrative fees |
|
|
414,395 |
|
|
|
260,230 |
|
|
|
|
|
|
|
|
Total Deductions |
|
|
24,867,709 |
|
|
|
19,003,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income: |
|
|
|
|
|
|
|
|
Dividends and interest |
|
|
8,965,614 |
|
|
|
7,800,493 |
|
Net appreciation in fair value of investments |
|
|
43,107,886 |
|
|
|
47,954,898 |
|
|
|
|
|
|
|
|
Net Investment Income |
|
|
52,073,500 |
|
|
|
55,755,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income On Notes Receivable From Participants |
|
|
817,693 |
|
|
|
787,233 |
|
|
|
|
|
|
|
|
|
|
Transfer Of Assets Into Plan |
|
|
|
|
|
|
600,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase |
|
|
71,781,757 |
|
|
|
84,942,741 |
|
|
|
|
|
|
|
|
|
|
Net Assets Available For Benefits Beginning Of Year |
|
|
335,747,708 |
|
|
|
250,804,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available For Benefits End Of Year |
|
$ |
407,529,465 |
|
|
$ |
335,747,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See the accompanying notes to financial statements.
|
|
|
Page 3
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 And 2009
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 Document 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 is a defined contribution plan that 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% of compensation. The Company is required to make
matching contributions equal to 100% of participant salary deferral contributions up to the
first 6% of eligible compensation.
Page 4
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
The Plan includes an automatic enrollment provision for all eligible employees. The
automatic enrollment provides for default salary 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 salary deferral percentage and investment allocation at any
time.
Participant Accounts
Each participants account is credited with the participants salary deferral contributions;
the Companys matching contribution, and 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 Document. The benefit to which a participant is entitled is
the benefit that can be provided from the participants vested account.
Vesting
Participants are fully vested in their salary deferral 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 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.
Notes Receivable From Participants
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.
Note terms range from one to five years or longer for the purchase of a primary residence.
The notes 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 weekly and bi-weekly payroll
deductions. At December 31, 2010, interest rates on the notes receivable range from 3.25%
to 9.5%. The final installments are due at various dates through June 2026.
Page 5
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
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.
In-Service Withdrawals
Subject to certain qualifications, upon reaching age 59-1/2 or upon experiencing a
qualifying financial hardship, participants may withdraw of 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 (IRS) safe harbors.
Forfeited Accounts
Forfeited amounts of Company contributions are used to offset future Company contributions
to the Plan. At December 31, 2010 and 2009, forfeited amounts that were available to reduce
future Company contributions were $263,287 and $256,263, respectively. During the Plan
years ended December 31, 2010 and 2009, $929,414 and $1,330,244, 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.
Administrative
Expense
All
expenses related to the administration of the Plan are paid from Plan
assets.
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
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
Investment Valuation And Income Recognition
The Plans investments are reported at fair value. Fair value is the price that would be
received in an asset sale 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 2010, the Plan adopted a recently issued accounting standard that requires participant
loans to be classified as notes receivable from participants and measured at unpaid
principal balance plus accrued but unpaid interest. Previously, these participant loans
were classified as Plan investments, and were subject to the fair value measurement and
disclosure requirements as described in Note 3. This guidance was applied retroactively in
2009 and this standard had no impact on 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. 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.
Reclassifications
Certain 2009 amounts have been reclassified, where appropriate, to conform to the financial
statement presentation used in 2010.
Page 7
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
The Company has established a Retirement 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.
Investments consist of the following at:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
Money Market |
|
$ |
3,205,840 |
|
|
$ |
1,818,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
American Century Income and Growth Fund |
|
|
16,307,331 |
|
|
|
18,389,814 |
* |
Growth Fund of America |
|
|
21,087,195 |
* |
|
|
22,784,112 |
* |
Investment Company of America |
|
|
8,618,054 |
|
|
|
7,829,638 |
|
Black Rock Small Cap Core Equity Fund |
|
|
3,015,997 |
|
|
|
2,713,372 |
|
Dodge & Cox Balanced Fund |
|
|
42,114,799 |
* |
|
|
27,375,060 |
* |
Franklin Templeton Balance Sheet Fund |
|
|
12,079,133 |
|
|
|
11,248,655 |
|
Artio International Equity Fund |
|
|
11,488,144 |
|
|
|
14,186,316 |
|
PIMCO Total Return Fund |
|
|
27,938,788 |
* |
|
|
26,231,661 |
* |
Jennison Mid Cap Growth Fund |
|
|
5,806,920 |
|
|
|
5,393,504 |
|
Wells Fargo Advantage Outlook 2010 |
|
|
3,669,815 |
|
|
|
2,943,550 |
|
Wells Fargo Advantage Outlook 2020 |
|
|
11,047,536 |
|
|
|
8,414,366 |
|
Wells Fargo Advantage Outlook 2030 |
|
|
12,107,813 |
|
|
|
8,492,618 |
|
Wells Fargo Advantage Outlook 2040 |
|
|
23,593,411 |
* |
|
|
16,378,903 |
|
|
|
|
|
|
|
|
Total Mutual Funds |
|
|
198,874,936 |
|
|
|
172,381,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable Value Fund
(At Contract Value) |
|
|
75,373,448 |
* |
|
|
64,431,414 |
* |
|
|
|
|
|
|
|
|
|
Company Stock |
|
|
48,289,018 |
* |
|
|
34,384,617 |
* |
|
|
|
|
|
|
|
|
|
Collective Trust Fund
|
|
|
|
|
|
|
|
|
Northern
Trust Collective S&P 500 Equity
Index Fund |
|
|
48,218,249 |
* |
|
|
32,994,515 |
* |
|
|
|
|
|
|
|
|
|
Brokerage Securities |
|
|
12,153,958 |
|
|
|
11,114,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
386,115,449 |
|
|
$ |
317,125,020 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Investment represents 5% or more of net assets at the end of the respective Plan year. |
Page 8
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
During 2010 and 2009, the Plans investments, including gains and losses on investments
bought and sold, as well as held during the year, appreciated in value as follows:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Mutual funds |
|
$ |
16,677,069 |
|
|
$ |
34,795,167 |
|
Company stock |
|
|
19,190,959 |
|
|
|
9,817,649 |
|
Collective trust fund |
|
|
6,200,210 |
|
|
|
|
|
Brokerage securities |
|
|
1,039,648 |
|
|
|
3,342,082 |
|
|
|
|
|
|
|
|
|
|
$ |
43,107,886 |
|
|
$ |
47,954,898 |
|
|
|
|
|
|
|
|
Stable Value Fund
The Plan invests in the Invesco Stable Value Fund (the Fund), a benefit-responsive
investment managed exclusively for the Plan by Invesco Institutional, N.A. (Invesco).
Invesco maintains the contributions in a managed account, which is credited with earnings on
the underlying investments and charged for participant withdrawals and administrative
expenses. The Funds key objectives are to provide preservation of principal, maintain a
stable interest rate, and provide daily liquidity at contract value for participant
withdrawals and transfers in accordance with the provisions of the Plan.
The Fund invests in synthetic guaranteed interest contracts (GICs), which are wrap contracts
paired with an underlying investment or investments, usually a portfolio, owned by the Plan,
of common collective trust funds. The Plan purchases wrapper contracts from financial
services institutions. Synthetic GICs credit a stated interest rate for a specified period
of time. Investment gains and losses are amortized over the expected duration through the
calculation of the interest rate applicable to the Plan on a prospective basis. Synthetic
GICs provide for a variable crediting rate, which typically resets monthly and quarterly,
and the issuer of the wrap contract provides assurance that future adjustments to the
crediting rate
cannot result in a crediting rate less than zero. The crediting rate is primarily based on
the current yield-to-maturity of the covered investments, plus or minus amortization of the
difference between the market value and contract value of the covered investments over the
duration of the covered investments at the time of the computation. The crediting rate is
most affected by the change in the annual effective yield-to-maturity of the underlying
securities, but is also affected by the difference between the contract value and the market
value of the covered investments. Depending on the change in duration from reset period to
reset period, the magnitude of the impact to the crediting rate of the contract to market
difference is heightened or lessened.
Page 9
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
As described in Note 2, because the Fund is fully benefit-responsive, contract value is the
relevant measurement attribute for that portion of the net assets available for benefits
attributable to the Fund. Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value.
Certain events limit the ability of the Plan to transact at contract value with the issuer.
Such events include the following: (1) material, adverse amendments to the Plan documents
(including complete or partial Plan termination or merger with another plan), or (2) the
decision by the Company to withdraw all assets from the funds and reinvest in another
investment vehicle. The Plan Administrator does not believe that the occurrence of any such
value event, which would limit the Plans ability to transact at contract value with
participants, is probable.
The investment contracts included in the Fund had an average yield of 2.13% and 4.05% for
the years ended December 31, 2010 and 2009, respectively. The average crediting interest
rate was 3.48% and 4.01% at December 31, 2010 and 2009, respectively.
Collective Trust Fund
The Plan invests in a collective trust fund in which the primary objective is to approximate
the risk and return of the S&P 500 Index. This index is commonly used to represent the
large cap segment of the U.S. equity market. The collective trust fund does not have any
unfunded commitments relating to its investments or any significant restrictions on
redemptions. Participant-directed redemptions can be made on any business day and do not
have a redemption notice period.
Fair Value Measurements
The Plan follows current accounting standards, which establish a framework for measuring
fair value. The framework provides a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The
three levels of the fair value are described below:
|
Level 1 |
|
Inputs to the valuation methodology are unadjusted quoted
prices for identical assets or liabilities in active markets that the Plan has
the ability to access. |
|
|
Level 2 |
|
Inputs to the valuation methodology include: |
Page 10
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
|
|
|
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. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value measurement.
Valuation techniques used need to maximize the use of observable inputs and minimize the use
of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair
value:
Money Market Fund And Mutual Funds
Valued at the net asset value (NAV) of shares held by the Plan at year end, based on
quoted market prices.
Stable Value Fund
Valued at NAV based on the market value of the underlying investment assets divided by
the number of units outstanding at the end of the Plan year.
Collective Trust Fund
Valued at NAV as determined by the Trustee based on the market value of the underlying
investment assets divided by the number of units outstanding at the end of the Plan
year.
Page 11
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
Company Stock And Brokerage Securities
Valued at the closing price reported on the active market on which the individual
securities are traded.
The methods described above may produce fair value calculations that may not be indicative
of net realizable value or reflective of future fair values. Furthermore, while the Plan
believes its valuation methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to determine the fair value
of certain financial instruments could result in a different fair value measurement at the
reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plans
investments at fair value as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Money market fund |
|
$ |
3,205,840 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,205,840 |
|
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth funds |
|
|
29,910,115 |
|
|
|
|
|
|
|
|
|
|
|
29,910,115 |
|
Balanced funds |
|
|
92,533,374 |
|
|
|
|
|
|
|
|
|
|
|
92,533,374 |
|
Blended funds |
|
|
20,106,198 |
|
|
|
|
|
|
|
|
|
|
|
20,106,198 |
|
Value funds |
|
|
28,386,464 |
|
|
|
|
|
|
|
|
|
|
|
28,386,464 |
|
Income fund |
|
|
27,938,785 |
|
|
|
|
|
|
|
|
|
|
|
27,938,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
|
198,874,936 |
|
|
|
|
|
|
|
|
|
|
|
198,874,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable value fund |
|
|
|
|
|
|
78,214,788 |
|
|
|
|
|
|
|
78,214,788 |
|
Company stock |
|
|
48,289,018 |
|
|
|
|
|
|
|
|
|
|
|
48,289,018 |
|
Collective trust fund |
|
|
|
|
|
|
48,218,249 |
|
|
|
|
|
|
|
48,218,249 |
|
Brokerage securities |
|
|
12,153,958 |
|
|
|
|
|
|
|
|
|
|
|
12,153,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
$ |
262,523,752 |
|
|
$ |
126,433,037 |
|
|
$ |
|
|
|
$ |
388,956,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 12
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Money market fund |
|
$ |
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable value fund |
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
$ |
219,699,091 |
|
|
$ |
99,067,022 |
|
|
$ |
|
|
|
$ |
318,766,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There have been no changes in the methodologies used at December 31, 2010 or 2009. |
4. |
|
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. |
|
5. |
|
Income Tax Status |
|
|
|
The Plan obtained its latest determination letter on July 17, 2009 in which the IRS
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
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
|
|
Accounting principles generally accepted in the United States of America require plan
management to evaluate tax positions taken by the Plan and recognize a tax liability (or
asset) if the Plan has taken an uncertain position that more likely than not would not be
sustained upon examination by the IRS. The Plan is subject to routine audits by taxing
jurisdictions; however, there are currently no audits for any tax periods in progress. The
Plans federal tax returns for tax years 2007 and later remain subject to examination by
taxing authorities. |
|
7. |
|
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. |
|
8. |
|
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. |
|
9. |
|
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. |
|
10. |
|
Related Party Transactions |
|
|
|
The Plans investments include shares of Company common stock. The Company is the Plan
Sponsor, and therefore, these transactions qualify as allowable party-in-interest
transactions.
|
Page 14
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Notes To Financial Statements (Continued)
11. |
|
Reconciliation Of Financial Statements To Form 5500 |
|
|
|
Following is a reconciliation of net assets available for benefits and net increase per
the financial statements to the Form 5500: |
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2010 |
|
|
2009 |
|
Net assets available for benefits per the financial statements
|
|
$ |
407,529,465 |
|
|
$ |
335,747,708 |
|
Adjustment from contract value to fair value for fully
benefit-responsive contracts
|
|
|
2,841,340 |
|
|
|
1,641,093 |
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500
|
|
$ |
410,370,805 |
|
|
$ |
337,388,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The |
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2010 |
|
Net increase per the financial statements |
|
$ |
71,781,757 |
|
Adjustment from contract value to fair value for fully
benefit-responsive contracts prior year |
|
|
(1,641,093 |
) |
Adjustment from contract value to fair value for fully
benefit-responsive contracts current year |
|
|
2,841,340 |
|
|
|
|
|
|
|
|
|
|
Net increase per the Form 5500 |
|
$ |
72,982,004 |
|
|
|
|
|
Page 15
Report Of Independent Registered Public Accounting Firm
On Supplementary Information
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 end of year 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 Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plans management. 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/ Rubin
Brown LLP
June 27, 2011
St. Louis, Missouri
Page 16
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
E.I.N.: 43-0921172 PLAN NO.: 006
SCHEDULE OF ASSETS HELD AT END OF YEAR
Page 1 Of 2
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
Current |
|
Identity Of Issuer |
|
Description Of Investment |
|
Value |
|
Money Market Fund |
|
|
|
|
|
|
Federated |
|
Prime Obligation Money Market Fund |
|
$ |
3,205,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
American Century |
|
American Century Income and Growth Fund |
|
|
16,307,331 |
|
American Fund Corporation |
|
Growth Fund of America |
|
|
21,087,195 |
|
American Fund Corporation |
|
Investment Company of America |
|
|
8,618,054 |
|
Black Rock Funds |
|
Black Rock Small Cap Core Equity Fund |
|
|
3,015,997 |
|
Dodge & Cox Funds |
|
Dodge & Cox Balanced Fund |
|
|
42,114,799 |
|
Franklin Investments |
|
Franklin Templeton Balance Sheet Fund |
|
|
12,079,133 |
|
Artio Investments |
|
Artio International Equity Fund |
|
|
11,488,144 |
|
PIMCO Investments |
|
PIMCO Total Return Fund |
|
|
27,938,788 |
|
Jennison Investments |
|
Jennison Mid Cap Growth Fund |
|
|
5,806,920 |
|
Wells Fargo |
|
Wells Fargo Advantage Outlook 2010 |
|
|
3,669,815 |
|
Wells Fargo |
|
Wells Fargo Advantage Outlook 2020 |
|
|
11,047,536 |
|
Wells Fargo |
|
Wells Fargo Advantage Outlook 2030 |
|
|
12,107,813 |
|
Wells Fargo |
|
Wells Fargo Advantage Outlook 2040 |
|
|
23,593,411 |
|
|
|
|
|
|
|
Total Mutual Funds |
|
|
|
|
198,874,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Stock |
|
|
|
|
|
|
Arch Coal, Inc.* |
|
Common stock |
|
|
48,289,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective Trust Fund |
|
|
|
|
|
|
Northern Trust |
|
Collective Daily S&P 500 Equity Index Fund |
|
|
48,218,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage Securities |
|
|
|
|
|
|
Mercer Securities |
|
Mercer Securities Account (Participant Directed Brokerage Accounts) |
|
|
|
|
|
|
|
|
|
12,153,958 |
|
|
|
|
|
|
|
Balance Carried Forward |
|
|
|
|
310,742,001 |
|
|
|
|
|
|
|
|
|
|
* |
|
Represents party-in-interest |
The above information is a required disclosure for IRS Form 5500, Schedule H, Part IV, line 4i.
Page17
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
E.I.N.: 43-0921172 PLAN NO.: 006
SCHEDULE OF ASSETS HELD AT END OF YEAR
Page 2 Of 2
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
Current |
|
Identity Of Issuer |
|
Description Of Investment |
|
Value |
|
Balance Brought Forward |
|
|
|
$ |
310,742,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable Value Fund |
|
|
|
|
|
|
Bank of America |
|
IGT Invesco Short-Term Bond Fund |
|
|
15,101,173 |
|
Bank of America |
|
Wrapper Contract |
|
|
60,781 |
|
ING Life & Annuity |
|
IGT Invesco Short-Term Bond Fund |
|
|
18,570,812 |
|
JP Morgan Chase Bank |
|
IGT Invesco Multi-Manager Intermediate Government/Credit Fund |
|
|
12,504,145 |
|
Monumental Life Insurance Co. |
|
IGT Invesco Multi-Manager Core Fixed Income Fund |
|
|
11,211,728 |
|
Monumental Life Insurance Co. |
|
Wrapper Contract |
|
|
24,462 |
|
Prudential Insurance Company |
|
IGT Jennison Intermediate
Government/Credit Fund |
|
|
3,146,651 |
|
State Street Bank & Trust Co. |
|
IGT BlackRock Intermediate Government/Credit Fund |
|
|
3,122,348 |
|
State Street Bank & Trust Co. |
|
IGT Invesco Intermediate Government/Credit Fund |
|
|
3,130,658 |
|
State Street Bank & Trust Co. |
|
IGT PIMCO Intermediate Government/Credit Fund |
|
|
3,102,106 |
|
State Street Bank & Trust Co. |
|
Money Market Fund |
|
|
8,239,924 |
|
|
|
|
|
|
|
Total Stable Value Fund |
|
|
|
|
78,214,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Participants* |
|
Notes receivable, bearing interest at 3.25% - 9.5%, due at various dates through June 2026 |
|
|
19,865,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
408,822,007 |
|
|
|
|
|
|
|
The above information is a required disclosure for IRS Form 5500, Schedule H, Part IV, line
4i.
Page 18
Signatures
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 their behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Arch Coal, Inc. Employee Thrift Plan
|
|
|
By: |
/s/ Sheila B. Feldman
|
|
|
|
Sheila B. Feldman |
|
|
|
Plan Administrator |
|
|
June 27,
2011
Exhibit Index
|
|
|
Exhibit |
|
Description |
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm |