-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AA198C6bJJXuAM5XKyQ5E84hq+zROwHs8eA++y5n/Is4b1nKlMZHBgK5hAh0d65H ohDN5GOl/iv7QOA/bR/d2g== 0000950134-03-009389.txt : 20030623 0000950134-03-009389.hdr.sgml : 20030623 20030623154804 ACCESSION NUMBER: 0000950134-03-009389 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY CORP CENTRAL INDEX KEY: 0001064728 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 134004153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16463 FILM NUMBER: 03753360 BUSINESS ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: P&L COAL HOLDINGS CORP DATE OF NAME CHANGE: 19980623 11-K 1 c77834be11vk.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending DECEMBER 31, 2002 Commission File Number 1-16463 Full title of the plan and the address of the plan, if different from that of the issuer named below: LEE RANCH COAL COMPANY RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES - -------------------------------------------------------------------------------- Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: PEABODY ENERGY CORPORATION - -------------------------------------------------------------------------------- 701 MARKET STREET, ST. LOUIS, MISSOURI 63101-1826 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) TABLE OF CONTENTS Unaudited Financial Statements Statements of Net Assets Available for Benefits - December 31, 2002 and December 31, 2001............................................................ 1 Statements of Changes in Net Assets Available for Benefits - Years Ended December 31, 2002 and 2001............................................................. 2 Notes to Unaudited Financial Statements............................................................ 3 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year).......................................... 8 Signatures.............................................................................................. 9 Exhibit Index........................................................................................... 10 Exhibit 99.1 - Certification of Periodic Financial Reports.............................................. 11
Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees Statements of Net Assets Available for Benefits - Unaudited
DECEMBER 31 2002 2001 --------------------------- ASSETS Investments, at fair value: Investments in mutual funds $ 6,230,878 $ 3,973,492 Investment in common/collective trusts 5,751,522 2,107,856 Investment in Peabody Energy Stock Fund 8,389 - Participant notes receivable 1,386,122 514,295 --------------------------- Total investments 13,376,911 6,595,643 --------------------------- Net assets available for benefits $ 13,376,911 $ 6,595,643 ===========================
See accompanying unaudited notes. 1 Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees Statements of Changes in Net Assets Available for Benefits - Unaudited
YEAR ENDED DECEMBER 31 2002 2001 --------------------------- ADDITIONS Interest and dividends - investments $ 166,462 $ 193,249 Interest income - participant loans 11,920 46,534 Net realized and unrealized depreciation of investments (688,897) (669,757) --------------------------- Net investment loss (510,515) (429,974) --------------------------- Contributions: Employer 130,407 129,964 Employee 338,129 321,517 --------------------------- Total contributions 468,536 451,481 --------------------------- Asset transfers in 7,952,322 - --------------------------- Total additions 7,910,343 21,507 --------------------------- DEDUCTIONS Withdrawals by participants (928,096) (55,098) Transfer out to other plans (200,249) (10,053) Administrative expenses (730) (810) --------------------------- Total deductions (1,129,075) (65,961) --------------------------- Net increase (decrease) in net assets available for benefits 6,781,268 (44,454) Net assets available for benefits at beginning of year 6,595,643 6,640,097 --------------------------- Net assets available for benefits at end of year $ 13,376,911 $ 6,595,643 ===========================
See accompanying unaudited notes. 2 Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees Notes to Unaudited Financial Statements Years Ended December 31, 2002 and 2001 1. DESCRIPTION OF THE PLAN The following description of the Lee Ranch Coal Company (the Company) Retirement and Savings Plan for Salaried Employees (the Plan) provides only general information. Participants should refer to the plan document for a more complete description of the Plan's provisions. Effective at the end of the day on December 31, 2002, the Lee Ranch Coal Company Retirement and Savings Plan for Hourly Employees (the Hourly Plan) was merged into the Plan. All assets of the Hourly Plan were merged with the assets of the Plan on that date to form the Lee Ranch Coal Company Retirement and Savings Plan. Effective at the end of the day on December 31, 2002, the Plan's participants became participants in the Lee Ranch Coal Company Retirement and Savings Plan. GENERAL The Plan is a defined contribution plan covering all salaried employees of the Company. Employees are eligible for participation in the Plan on the date of their employment or any time afterward. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan allows participants to invest among several mutual funds and common/collective trusts. Effective October 2001, the Plan allows participants to invest in the Peabody Energy Stock Fund, as a result of Peabody Energy Corporation's initial public offering of common stock in May 2001. All investments in the Plan are participant-directed. CONTRIBUTIONS Each year, participants may contribute from 2% to 50% of pretax or after-tax annual compensation, as defined in the Plan. Prior to April 1, 2002, participants could contribute up to 16% of pretax or after-tax annual compensation, as defined in the Plan. Participants direct the investment of their contributions into various investment options offered by the Plan. 3 Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees Notes to Unaudited Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) Effective April 1, 2002, in the calendar year that a participant is age 50 or older and each year thereafter, certain participants meeting additional specific criteria will be permitted to make catch-up contributions to the Plan. Participants will be able to contribute amounts over and above the maximum otherwise permitted by the Plan, subject to certain limitations. The Company makes matching contributions of an amount equal to 100% of the first 4% of compensation that a participant contributes to the Plan on a pretax basis. After a participant's pretax contributions reach the pretax limit established by the Internal Revenue Service (IRS), the Company matches an amount equal to 100% of the first 4% of compensation that a participant contributes to the Plan on an after-tax basis. Matching contributions are made in cash each pay period, and are invested according to the employee's investment elections. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. VESTING Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts is based on years of continuous service. Employer matching contributions become 20% vested for each year of service, as defined, with 100% vesting after five years of service. A year of service is defined as any 12-month period during which the employee completes at least 1,000 hours of service. PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. The loans are secured by the balance in the participant's account and bear interest at rates commensurate with the prime interest rate as published in The Wall Street Journal on the first business day of the month in which the loan was made. Principal and interest is paid ratably through payroll deductions. 4 Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees Notes to Unaudited Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) PAYMENT OF BENEFITS On termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account or annual installments. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. A participant may also elect to take a withdrawal of all or a portion of his or her employee after-tax contribution account after being a participant for three months. This withdrawal cannot be made more than once in any three-month period. Withdrawals in cases of hardship, as defined in the Plan, are also permitted. FORFEITED ACCOUNTS Employer contributions are reduced by forfeitures of nonvested amounts. The forfeiture credits amount to $3,708 and $2,768 for the years ended December 31, 2002 and 2001, respectively. 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 of ERISA. In the event of plan termination, participants' accounts become fully vested. ADMINISTRATIVE EXPENSES The administrative expenses of the Plan are paid by the Company. Loan fees are paid by participants. 5 Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees Notes to Unaudited Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. USE OF ESTIMATES The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and reported amounts of additions and deductions during the reporting period. Actual results could differ from these estimates. VALUATION OF INVESTMENTS AND INCOME RECOGNITION The Plan's investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Units in common/collective trust are valued at net asset value at year-end. The stock fund is valued at year-end unit closing price (comprised of the year-end market price plus any uninvested cash position). Participant loans are valued at cost, which approximates market value. Purchases and sales are recorded on a trade-date basis. Interest income is recorded when earned. Dividends are recorded on the ex-dividend date. Capital gain distributions are included in dividend income. PAYMENT OF BENEFITS Benefits are recorded when paid. 6 Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees Notes to Unaudited Financial Statements (continued) 3. INVESTMENTS The Plan's investments are held by the Vanguard Fiduciary Trust Company (the Trustee). The Trustee has certified information related to investments as complete and accurate. The Plan's investments (including investments purchased or sold, as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:
2002 2001 ----------- ------------ Mutual funds $ (688,897) $ (669,757)
Investments that represent 5% or more of the fair value of the Plan's net assets at December 31 are as follows:
2002 2001 ------------ ------------ Mutual funds: Vanguard 500 Index Fund $ 2,294,760 $ 1,522,576 Vanguard Prime Money Market 917,910 567,166 Vanguard U.S. Growth Portfolio Less Than 5% 557,102 Vanguard Wellington Fund Less Than 5% 365,231 Vanguard Windsor II Fund 779,029 408,403 Common/collective trust: Vanguard Retirement Savings Trust 5,751,522 2,107,856
4. INCOME TAX STATUS The Plan has received a determination letter from the IRS dated May 2, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan's administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax-exempt. The Plan's sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 7 Lee Ranch Coal Company Retirement and Savings Plan For Salaried Employees Employer ID #13-2871045 Plan #103 Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2002
DESCRIPTION OF IDENTITY OF ISSUE INVESTMENT TYPE CURRENT VALUE - ----------------------------------------------------------------------------------------------------------------------- Ariel Growth Fund* 301 shares of mutual funds $ 10,611 Fidelity Equity-Income II Fund* 187 shares of mutual funds 3,255 Gabelli Growth Fund* 790 shares of mutual funds 14,993 Janus Fund* 1,287 shares of mutual funds 22,933 Janus Worldwide Fund* 220 shares of mutual funds 7,069 T. Rowe Price Science/Technology Fund* 1,639 shares of mutual funds 20,368 T. Rowe Price Small-Cap Stock Fund, Inc.* 203 shares of mutual funds 4,363 Vanguard 500 Index Fund* 28,278 shares of mutual funds 2,294,760 Vanguard Explorer Fund* 5,046 shares of mutual funds 229,558 Vanguard GNMA Fund* 3,456 shares of mutual funds 37,157 Vanguard International Growth Fund* 19,845 shares of mutual funds 241,318 Vanguard LifeStrategy Conservative Growth Fund* 2,399 shares of mutual funds 30,761 Vanguard LifeStrategy Growth Fund* 2,131 shares of mutual funds 30,602 Vanguard LifeStrategy Income Fund* 938 shares of mutual funds 11,558 Vanguard LifeStrategy Moderate Growth Fund* 1,625 shares of mutual funds 22,535 Vanguard LT Treasury Fund* 1,383 shares of mutual funds 16,269 Vanguard Prime Money Market* 917,910 shares of mutual funds 917,910 Vanguard REIT Index Fund* 2,311 shares of mutual funds 27,359 Vanguard Small-Cap Index Fund* 4 shares of mutual funds 64 Vanguard Total Bond Market Index Fund* 26,976 shares of mutual funds 280,011 Vanguard Total Stock Market Index Fund* 68 shares of mutual funds 1,372 Vanguard U.S. Growth Portfolio* 47,095 shares of mutual funds 567,966 Vanguard Wellington Fund* 26,835 shares of mutual funds 659,057 Vanguard Windsor II Fund* 37,453 shares of mutual funds 779,029 Vanguard Retirement Savings Trust* 5,751,522 shares of common/ collective trust 5,751,522 Peabody Energy Stock Fund* 681 units of stock fund 8,389 Various participants Participant loans, interest rates from 4.8% to 9.5%, maturities through 4/15/2017 1,386,122 ------------- $ 13,376,911 =============
*Parties-in-interest 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator of the Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized. Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees Date: June 20, 2003 By: /s/ SHARON D. FIEHLER -------------------------------- Sharon D. Fiehler Peabody Energy Corporation Executive Vice President, Human Resources & Administration 9 EXHIBIT INDEX The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit No. Description of Exhibit 99.1 Certification of the December 31, 2002 Annual Report on Form 11-K, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Principal Executive Officer of the Plan and Principal Financial Officer of the Plan. 10 EX-99.1 3 c77834bexv99w1.txt CERTIFICATION PURSUANT TO SECTION 906 EXHIBIT 99.1 Certification of Periodic Financial Reports Each of the undersigned officers of Peabody Energy Corporation or its subsidiaries, does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 11-K for the fiscal year ended December 31, 2002 (the "Periodic Report") of Lee Ranch Coal Company Retirement and Savings Plan for Salaried Employees (the "Plan") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: June 20, 2003 /s/ SHARON D. FIEHLER ----------------------------------------- Sharon D. Fiehler Executive Vice President - Human Resources & Administration (Principal Executive Officer of the Plan) /s/ L. BRENT STOTTLEMYRE ----------------------------------------- L. Brent Stottlemyre Vice President - Finance and Controller (Principal Financial Officer of the Plan) 11 -----END PRIVACY-ENHANCED MESSAGE-----