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ARCH COAL, INC.
EMPLOYEE THRIFT PLAN
St. Louis, Missouri
FINANCIAL STATEMENTS
WITH SUPPLEMENTAL SCHEDULE
AND INDEPENDENT AUDITORS' REPORT
YEARS ENDED DECEMBER 31, 2000 AND 1999
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Contents
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Page
Independent Auditors' Report............................................................ 1
Financial Statements
Statements of Net Assets Available for Benefits.................................. 2
Statements of Changes in Net Assets Available for Benefits................. 3
Notes to Financial Statements............................................................. 4 - 9
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year.........11 - 12
INDEPENDENT AUDITORS' REPORT
To the Administrator
Arch Coal, Inc. Employee Thrift Plan
We have audited the accompanying statements of net assets available for benefits
of the Arch Coal, Inc. Employee Thrift Plan as of December 31, 2000 and 1999 and
the related statements 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 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 benefits of the Plan at
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with auditing standards generally
accepted in the United States.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes as of December 31, 2000 is presented for
purposes of complying with the Department of Labors Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974, and is not a required part of the basic financial statements. The
supplemental schedule has been subjected to the auditing procedures applied in
our 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.
June 29, 2001
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
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2000 1999
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Assets
Participant directed investments $215,169,699 $245,262,368
Receivables
Participant 502,688 520,657
Employer 353,233 357,934
Total receivables 855,921 878,591
Net assets available for benefits $216,025,620 $246,140,959
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The accompanying notes are an integral part of these financial statements. Page 2
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ARCH COAL, INC. EMPLOYEE THRIFT PLAN
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STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Year Ended December 31,
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2000 1999
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Additions to net assets attributed to:
Investment income (loss)
Realized and unrealized gains (losses), net ($20,632,754) $33,782,429
Interest and dividend income 5,570,723 6,073,425
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Net investment income (loss) (15,062,031) 39,855,854
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Contributions
Participant 13,568,094 14,712,325
Employer 9,343,080 9,688,907
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Total contributions 22,911,174 24,401,232
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Total additions 7,849,143 64,257,086
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Deductions from net assets attributed to:
Benefits paid to participants 37,920,820 23,489,197
Administrative expenses 43,662 119,946
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Total deductions 37,964,482 23,609,143
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Net increase (decrease) (30,115,339) 40,647,943
Net assets available for benefits, beginning of year 246,140,959 205,493,016
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Net assets available for benefits, end of year $216,025,620 $246,140,959
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The accompanying notes are an integral part of these financial statements. Page 3
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
NOTE 1 - DESCRIPTION OF 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 Summary Plan Description, copies of which
are available from the Company, 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 established by the Company under
the provisions of Section 401(a) of the Internal Revenue Code (IRC), which
includes a qualified deferred arrangement as described in Section 401(k) of
the IRC, for the benefit of eligible employees. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
The Company has established a Pension Committee to oversee the activities
of the Plan and has appointed the Vice President Human Resources as
Plan Administrator. Through November 2000, Chase Manhattan Bank was the
Plans trustee and American Century Retirement Plan Services was the
Plans recordkeeper. Effective December 1, 2000, Fleet Bank became
trustee for the Plan and Putnam Fiduciary Trust Company became Plan
recordkeeper.
Eligibility
Participation in the Plan is open to all full-time salaried employees, all
full-time 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.
Participant Accounts
Individual accounts are maintained for each participant to reflect the
participants share of the Plans income, the Companys
contributions and the participants contributions. Allocations of the
Plans income and Company contributions are based on participant
account balances, as defined.
Contributions
Participants may contribute up to 16% of compensation, as defined by the
Plan, on a pre-tax, after-tax, or combined basis. The Company matches 100%
of the first 6% of compensation contributed by each participant.
Participant and Company contributions are made with each weekly or biweekly
payroll. Contributions to the plan, including employee and employer
contributions, are subject to various limitations imposed by the Internal
Revenue Code.
Vesting
Participants are fully vested in their contributions and all earnings
thereon. 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 thereon upon the
completion of three full and consecutive years of service.
All participants become fully vested upon death while employed, total
disability, or at normal retirement age (age 65), regardless of the number
of months of participation.
Forfeitures of terminated participants nonvested amounts are used to
reduce the Companys future contributions. Restoration of such
forfeitures to reemployed participants is made in accordance with the
Plans provisions.
Withdrawals
Upon death, disability, retirement, or termination of employment, a
participant or his or her designated beneficiary may elect to withdraw the
value of the participants vested interest in his or her account. The
normal form of payment is a lump-sum distribution. Alternative forms of
payment include annuity purchase, installments, and direct
rollover.
Active participants can make hardship withdrawals of pre-tax employee
contributions in certain circumstances and can make withdrawals of vested
employer contributions, after-tax employee contributions, or rollover
contributions on a non-hardship basis. All such withdrawals are subject to
various restrictions and may be subject to income tax
penalties.
Loans to Participants
Participants who have been in the Plan for at least 12 months may borrow a
portion of their account in accordance with the provisions of the Plan. No
loan shall be made if, immediately after the loan, the unpaid balance of
all loans to the participant would exceed the lesser of $50,000 or 50% of
the vested portion of the participants account.
Loans to Participants (Continued)
The maximum repayment period for a loan not used for the acquisition of a
participants primary residence is five years. If a loan is used for
the acquisition of a participants primary residence, the maximum
repayment period is 15 years. All outstanding participant loans must be
repaid upon the participants termination of employment with the
Company.
Loans are secured by assignment of the participants account and the
participants collateral promissory note for the amount of the loan.
Interest rates are based on the prime rate on the first working day of the
month in which the loans are made.
Investment Options
Participants direct contributions, including Company matching
contributions, into one or more investment options in 1% increments.
Participants may change their investment elections daily. A description of
each investment option available at December 31, 2000 is provided
below:
o Arch Coal, Inc. Common Stock Fund - Funds are invested in Arch
Coal, Inc. common stock.
o Primco Stable Value Fund This fund invests in long-term
investment contracts issued by a variety of insurance carriers,
collective trusts, pooled separate accounts, and money market
funds. The objective of this fund is to generate current income,
while providing protection against loss of capital. Interest
income is calculated and credited daily based on the aggregate
contract yield of the underlying investments. The investment
contracts included in this fund had average yields of 6.11% and
5.66% for the years ended December 31, 2000 and 1999,
respectively. The average crediting interest rates were 6.18% and
5.94% at December 31, 2000 and 1999, respectively. The fair value
of the investment contracts was $48,075,798 and $53,822,660 at
December 31, 2000 and 1999, respectively.
o Putnam Balanced Fund This fund invests in a combination of
stocks and bonds and seeks to provide current income and the
opportunity for long-term growth.
o American Century Income and Growth Fund This fund invests
primarily in dividend-paying common stocks and seeks to provide
current income and long-term growth.
o Franklin Balance Sheet Fund This fund invests in common
stocks, preferred stocks, and debt securities and seeks high
total return and long-term growth by following a value-oriented
investment approach.
Investment Options (Continued)
o Putnam S&P 500 Index Fund This fund invests in a broad portfolio of
common stocks and seeks to track the performance of the Standard &
Poors 500 Index.
o Putnam International Growth Fund This fund invests primarily in common
stocks of foreign companies and seeks long-term growth subject to the volatility
inherent in international investing.
o CSFB Direct Personal Choice Retirement Account This is an option wherein
a plan participant can make self-directed investments directly in equity and
debt securities through a CSFB Direct brokerage account.
o PIMCO Total Return Fund - This fund seeks a total return consistent with
preservation of capital. The fund invests at least 65% of assets in debt
securities, including U.S. government securities, corporate bonds, and
mortgage-related securities.
o Putnam Growth Opportunities Fund - This fund principally invests in growth
stocks of large U.S. companies. It may invest in foreign securities, preferred
stocks, convertible securities, debt instruments, and derivatives. The fund
invests in securities that the advisor believes will benefit from long-term
economic trends.
o Putnam Vista Fund - This fund invests primarily in common stocks of U.S.
companies, with a focus on growth stocks. The fund invests mainly in mid-sized
companies. It can invest in foreign securities and options and futures.
Administrative Expenses
The Company pays the salaries and related benefits of employees who administer
the Plan. Participants pay loan fees. All other administrative expenses are paid
by the Plan. Administrative expenses do not include investment advisory fees,
which directly reduce net investment income.
Plan Termination
Although it has not expressed any 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 set forth in ERISA. In the event of Plan
termination, participants will become fully vested in their accounts. The net
assets of the Plan will be allocated to provide benefits to participants as
prescribed by ERISA.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investment Valuation
Investments of the Plan are stated at fair value. Publicly traded securities are
valued at their quoted market prices. Investments in mutual funds are valued at
published market value on the last business day of the plan year. Investment
contracts are stated at contract value (which represents cost plus accumulated
interest, less funds to pay certain benefits and loans to participants) because
they are fully benefit responsive. The fair value of the participation units
owned by the Plan in the collective trust funds and pooled separate accounts are
based on quoted redemption values on the last business day of the plan
year.
Participant notes receivable are valued at their outstanding balances, which
approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
NOTE 3 - INVESTMENTS
The following presents investments of the Plan, including investments that
represent five percent or more of the Plans net assets. All investments
are participant directed.
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December 31,
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2000 1999
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American Century Equity Index Fund,
4,408,537 shares - $25,878,111
American Century GNMA Fund, 657,036
Shares - 6,662,346
American Century Income and Growth
Fund, 1,081,201 and 1,075,023 shares $32,641,458 36,604,531
American Century International Growth
Fund, 726,769 shares - 10,879,735
American Century Ultra Fund, 786,917 shares - 36,025,059
NOTE 3 - INVESTMENTS (Continued)
December 31,
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2000 1999
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Arch Coal, Inc., Common Stock Fund, 507,107 and 361,725
shares $7,162,090 $4,112,048
Atlantic Richfield Company, 128,320 shares - 11,099,956
CSFB Direct Personal Choice Retirement
Account, various investments 11,662,046 -
Dodge & Cox Balanced Fund, 211,681 shares - 13,909,518
Franklin Balance Sheet Fund, 156,772 and
170,854 shares 5,592,057 5,205,903
J.P. Morgan Diversified Fund, 510,873 shares - 8,541,803
MAS Value Institutional Fund, 720,078 shares - 8,734,546
PIMCO Total Return Fund, 591,732 shares 6,148,091 -
Primco Stable Value Fund, 47,962,022 and
55,209,896 units 47,962,022 55,209,896
Putnam Balanced Fund, 1,682,654 shares 20,292,812 -
Putnam Growth Opportunities Fund,
1,401,093 shares 30,894,110 -
Putnam International Growth Fund, 451,293
shares 11,192,064 -
Putnam S&P 500 Index Fund, 680,407 shares 21,555,278 -
Putnam Vista Fund, 670,619 shares 8,966,171 -
Schwab Personal Choice Retirement
Accounts, various investments - 10,958,112
Participant notes receivable, 6.00% - 9.75% 11,101,500 11,440,804
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$215,169,699 $245,262,368
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NOTE 4 - TAX STATUS OF THE PLAN
The Plan obtained its latest determination letter on August 9,
1996, 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. However, the
plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore,
no provision for income taxes has been included in the Plan's
financial statements.
NOTE 5 - TRANSACTIONS WITH PARTIES-IN-INTEREST
The Company engages the services of a third-party service
provider to assist it in carrying out certain administrative and
recordkeeping functions under the Plan. The Plan has investments
in the common stock of the Company as well as in mutual funds
sponsored by the third-party service provider and a collective
trust sponsored by the Plan Trustee.
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
SUPPLEMENTAL SCHEDULE
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT END OF YEAR
December 31, 2000
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par or Current
Lessor, or Similar Party Maturity Value Value
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Participant Directed Investments
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American Century Income and
Growth Fund Registered investment company $32,641,458
Franklin Balance Sheet Fund Registered investment company 5,592,057
PIMCO Total Return Fund Registered investment company 6,148,091
Putnam Balanced Fund Registered investment company 20,292,812
Putnam Growth Opportunities Fund Registered investment company 30,894,110
Putnam International Growth Fund Registered investment company 11,192,064
Putnam S&P 500 Index Fund Common / collective trust 21,555,278
Putnam Vista Fund Registered investment company 8,966,171
Arch Coal, Inc. Common Stock Fund Common stock 7,162,090
CSFB Direct Personal Choice
Retirement Account Various investments 11,662,046
Participant loans 6.00% - 9.75% 11,101,500
* Party in interest.
See independent auditors' report. Page 11
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
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SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT END OF YEAR
(Continued)
December 31, 2000
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par or Current
Lessor, or Similar Party Maturity Value Value
Participant Directed Investments, (Continued)
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Allstate Life Insurance Company Common / collective trust $5,760,511
Allstate Life Insurance Company Primco Group Trust 103-12 IE 1,173,604
Business Men's Assurance MBIA Common / collective trust 1,512,992
* Chase Manhattan Bank Primco Group Trust 103-12 IE 7,028,545
GE Life & Annuity Common / collective trust 1,620,943
Jackson National Life Common / collective trust 1,005,716
John Hancock Life Insurance Pooled Separate Account 4,698,259
Metropolitan Life Insurance Company Common / collective trust 1,518,775
Monumental Life Insurance Company Common / collective trust 3,899,897
Monumental Life Insurance Company Common / collective trust 2,071,350
Monumental Life Insurance Company Common / collective trust 1,619,244
Security Life of Denver Insurance contract 1,318,124
State Street Bank and Trust Insurance contract 2,115,542
State Street Bank and Trust Primco Group Trust 103-12 IE 5,697,499
UBS AG Synthetic GIC 4,455,557
United of Omaha Life Insurance Company Common / collective trust 501,608
* Chase Manhattan Bank Cash
Investment Fund Common / collective trust 1,963,856
* Party in interest.
See independent auditors' report. Page 12
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SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the duly
authorized Plan Administrator has executed this annual report.
ARCH COAL, INC. EMPLOYEE THRIFT PLAN
Date: By: /s/ Bradley M. Allbritten
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Bradley M. Allbritten
Plan Administrator
INDEX TO EXHIBIT
Exhibit 23 Consent of Stone Carlie & Company, L.L.C.,
Independent Auditors
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-32777) pertaining to the Arch Coal, Inc. Employee Thrift Plan of our
report dated June 29, 2001, with respect to the financial statements and
supplemental schedule of Arch Coal, Inc. Employee Thrift Plan included in this
Annual Report on Form 11-K for the year ended December 31, 2000.
/S/ Stone Carlie & Company, L.L.C.
Stone Carlie & Company, L.L.C.
St. Louis, Missouri
September 7, 2001