11-K 1 d11k.htm FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 For the fiscal year ended December 31, 2003
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 11-K

 


 

ANNUAL REPORT

 

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

(Mark One):

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

 

For the fiscal year ended December 31, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

 

For the transition period from              to             

 

Commission File Number: 1-7775

 


 

A. Full title of plan and the address of the plan, if different from that of the issuer named below:

 

COAL COMPANY SALARY DEFERRAL

AND PROFIT SHARING PLAN

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Massey Energy Company

4 North 4th Street

Richmond, Virginia 23219

 



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REQUIRED INFORMATION

 

Financial Statements. The following financial statements and schedules are filed as part of this annual report and appear immediately after the signature page hereof.

 

  1. Statement of Net Assets Available for Benefits

 

  2. Statement of Changes in Net Assets Available for Benefits

 

  3. Notes to Financial Statements

 

  4. Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

  5. Schedule H, Line 4a - Schedule of Delinquent Participant Contributions.

 

Exhibits. The following exhibits are filed as part of this annual report:

 

Exhibit 23.1 - Consent of Ernst & Young LLP.


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SIGNATURES

 

The Plan. 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 its behalf by the undersigned hereunto duly authorized.

 

 

COAL COMPANY SALARY DEFERRAL

AND PROFIT SHARING PLAN

By:

 

/s/ John M. Poma


    John M. Poma
    Vice President, Human Resources

 

Dated: June 28, 2004

 

 

 


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COAL COMPANY SALARY DEFERRAL AND PROFIT SHARING PLAN

 

Financial Statements and Supplemental Schedules

 

Years ended December 31, 2003 and 2002

with Report of Independent Registered Public Accounting Firm


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Coal Company Salary Deferral and Profit Sharing Plan

 

Financial Statements and Supplemental Schedules

 

Years ended December 31, 2003 and 2002

 

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Financial Statements

    

Statements of Net Assets Available for Benefits

   2

Statement of Changes in Net Assets Available for Benefits

   3

Notes to Financial Statements

   4

Supplemental Schedules

    

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

   11

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

   12

 

 


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Report of Independent Registered Public Accounting Firm

 

Board of Directors

Coal Company Salary Deferral and Profit Sharing Plan

 

We have audited the accompanying statements of net assets available for benefits of the Coal Company Salary Deferral and Profit Sharing Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s 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 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, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003 in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at the end of the year) and schedule of delinquent participant contributions as of December 31, 2003, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/    Ernst & Young LLP

Richmond, Virginia

June 18, 2004

 

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Coal Company Salary Deferral and Profit Sharing Plan

 

Statements of Net Assets Available for Benefits

 

     December 31

     2003

   2002

Investments, at fair value

   $ 137,261,922    $ 115,742,562

Receivables:

             

Investment income

     —        404,127

Contributions due from employees

     —        314,681

Contributions due from employer

     70,770      986,588
    

  

Total receivables

     70,770      1,705,396
    

  

Net assets available for benefits

   $ 137,332,692    $ 117,447,958
    

  

 

See accompanying notes.

 

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Coal Company Salary Deferral and Profit Sharing Plan

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2003

 

Additions:

        

Employer contributions

   $ 2,640,690  

Employee contributions

     9,228,294  

Investment income

     2,209,282  

Assets transferred from the Tennessee West Virginia Pension Plan

     1,990,922  

Net appreciation in fair value of investments

     19,053,901  
    


Total additions

     35,123,089  
    


Deductions:

        

Withdrawals by participants

     (15,238,355 )
    


Total deductions

     (15,238,355 )
    


Net assets available for benefits at beginning of year

     117,447,958  
    


Net assets available for benefits at end of year

   $ 137,332,692  
    


 

See accompanying notes.

 

3


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Coal Company Salary Deferral and Profit Sharing Plan

 

Notes to Financial Statements

 

December 31, 2003 and 2002

 

1. Plan Description

 

The following description of the Coal Company Salary Deferral and Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions and definitions of certain terms reference herein.

 

General

 

The Plan is a contributory defined contribution plan established effective January 1, 1985 by A. T. Massey Coal Company, Inc., (the Company or the Plan Sponsor), a wholly owned subsidiary of Massey Energy Company and is administered by the Company for the benefit of eligible employees, including eligible employees of certain subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Effective April 1, 2003, the Plan’s trustee was changed from Wachovia Bank, N.A. to AMVESCAP National Trust Company (the Trustee).

 

Effective October 1, 2003, the Board of Directors of the Company approved the merger of the Tennessee West Virginia Pension Plan into the Plan. Assets of the Tennessee West Virginia Plan were transferred to the Plan on October 1, 2003.

 

Participation

 

Effective May 1, 2003, eligible employees may begin participation on any date after hire. Prior to this date, eligible employees could begin participation on the first day of the calendar quarter after hire.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) plan earnings, net of fund management fees. Allocations of earnings are based on participant account balances within each fund. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.

 

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Coal Company Salary Deferral and Profit Sharing Plan

 

Notes to Financial Statements (continued)

 

1. Plan Description (continued)

 

Contributions and Vesting

 

Participants may elect to defer up to 15% of their compensation, as defined by the Plan and as limited by restrictions of the Internal Revenue Code. The Plan Sponsor contributes 30% of the first 10% of compensation that a participant contributes to the Plan with the exception of those employed at a new above ground operation reopened or acquired on or after October 1, 2003. Effective October 1, 2003, the Plan Sponsor contributes 10% of the first 10% of compensation that a participant employed at a new above ground operation contributes to the Plan.

 

The Plan Sponsor also may continue to contribute a discretionary amount to the Plan each year as determined by its management.

 

The Matching Account for a Participant who was an Employee on September 30, 2001, is fully vested and nonforfeitable at all times. The Discretionary Matching Account and Matching Account for an individual who was hired on or after October 1, 2001 shall become fully vested if the Participant dies or reaches his Normal Retirement Age while employed by the Plan Sponsor or any of its participating subsidiaries. Otherwise, such Participant shall vest 20% after two years of service and then shall vest 20% each year after the first two years until fully vested.

 

Upon enrollment in the Plan, employees may direct their investments to any of the Plan’s fund options. Effective May 1, 2003, participants may change their investment options daily. Prior to this date, participants could change their investment options monthly.

 

Distributions

 

Participants may obtain distributions from their accounts, subject to certain restrictions, upon termination of employment, retirement, upon reaching age 59 1/2, or by incurring a disability or hardship, as defined by the Plan. Designated beneficiaries are entitled to receive the participant’s unpaid benefits upon the death of the participant.

 

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Coal Company Salary Deferral and Profit Sharing Plan

 

Notes to Financial Statements (continued)

 

1. Plan Description (continued)

 

Loans to Participants

 

Loans are made from the participant’s account and are secured by the participant’s remaining account balance. Prior to January 1, 2002, participants were permitted to borrow from their accounts a minimum of $1,000 and a maximum equal to the lesser of 50% of the participant’s account or $50,000 in accordance with the Department of Labor’s regulations on loans to participants. Loans shall bear a reasonable rate of interest and must be repaid over a period not to exceed 5 years unless the loan was used to purchase the participant’s primary residence, in which case the loan term may not exceed 10 years. Principal and interest is paid ratably through regular payroll deductions. Loans to terminated participants and loans in default are treated as distributions to the participant. Effective December 31, 2001, the provision to grant new loans to participants was eliminated.

 

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 would receive the full value of their individual account.

 

2. Summary of Accounting Policies

 

Accounting Method

 

The financial statements of the Plan have been prepared using the accrual method of accounting.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

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Coal Company Salary Deferral and Profit Sharing Plan

 

Notes to Financial Statements (continued)

 

2. Summary of Accounting Policies (continued)

 

Investments

 

Except for common trusts, the Plan’s investments are stated at fair value which equals the quoted market price the last day of the year. Common trusts are valued at quoted redemption values determined by the trustee. Participant loans are valued at their outstanding balances, which approximate fair value. Securities transactions are recorded as of the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Administrative Expenses

 

Expenses of the Plan are paid by the Plan Sponsor.

 

3. Investments

 

As of December 31, 2003, all of the Plan’s investments are held in a trust fund administered by the Trustee. As of December 31, 2002, all of the Plan’s investments were held in a trust fund administered by Wachovia Bank, N.A. At December 31, 2003 and 2002, investments in each fund (including short-term investments allocated to such funds) consisted of the following:

 

     December 31

     2003

   2002

Invesco Core Fixed Income Trust

   $ 29,066,625    $ —  

American Balanced Fund

     27,137,369      22,945,921

Invesco Stable Value Fund Trust

     26,183,078      —  

American Fundamental Investors

     24,965,793      19,886,319

AIM Constellation Fund

     15,993,774      12,414,307

Massey Energy Stock Fund

     5,796,706      3,380,526

Pimco Renaissance Fund

     3,880,903      1,130,718

Vanguard 500 Fund

     2,362,017      805,453

Loan Fund

     1,875,657      3,742,127

Wachovia Fixed Income Fund

     —        27,491,271

Wachovia Money Market Fund

     —        23,945,920
    

  

     $ 137,261,922    $ 115,742,562
    

  

 

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Coal Company Salary Deferral and Profit Sharing Plan

 

Notes to Financial Statements (continued)

 

3. Investments (continued)

 

During 2003, the Plan’s investments (including investments purchased and sold, as well as held during the year) appreciated in value by $19,053,901 as follows:

 

     Year ended
December 31,
2003


 

American Fundamental Investors

   $ 5,571,522  

American Balanced Fund

     4,324,688  

AIM Constellation Fund

     3,576,250  

Massey Energy Stock Fund

     3,257,658  

Pimco Renaissance Fund

     1,133,664  

Invesco Core Fixed Income Trust

     893,534  

Vanguard 500 Fund

     371,085  

Wachovia Fixed Income Fund

     (74,500 )
    


     $ 19,053,901  
    


 

4. Related Party Transactions

 

Certain Plan assets are invested in funds sponsored by the Trustee. Prior to April 1, 2003, certain Plan assets were invested in funds sponsored by Wachovia Bank N.A. Transactions involving these instruments are considered to be party-in-interest transactions for which statutory exemption exists under the Department of Labor Regulations.

 

5. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service dated April 28, 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. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

 

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Coal Company Salary Deferral and Profit Sharing Plan

 

Notes to Financial Statements (continued)

 

6. Differences Between Financial Statements and Forms 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

     December 31

     2003

   2002

Net assets available for benefits per the financial statements

   $ 137,332,692    $ 117,447,958

Amounts allocated to withdrawn participants

     —        1,589,086
    

  

Net assets available for benefits per the Form 5500

   $ 137,332,692    $ 115,858,872
    

  

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

 

     Year ended
December 31,
2003


 

Benefits paid to participants per the financial statements

   $ 15,238,355  

Add: Amounts allocated on Form 5500 to withdrawn participants in the current year

     —    

Less: Amounts allocated on form 5500 to withdrawn participants in the prior year

     (1,589,086 )
    


Benefits paid to participants per the Form 5500

   $ 13,649,269  
    


 

Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid.

 

9


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Supplemental Schedules

 


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Coal Company Salary Deferral and Profit Sharing Plan

 

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

 

Employer Identification Number 54-0295165, Plan Number 002

 

Year ended December 31, 2003

 

Identity of Issue, Borrower,

Lessor or Similar Party


  

Description of Investment Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value


  

Current

Value


Common/Collective Trusts:

           

*Invesco Core Fixed Income Trust

   954,569 shares    $ 29,066,625

*Invesco Stable Value Trust

   26,183,078 shares      26,183,078
         

Total Common/Collective Trusts

        $ 55,249,703
         

Registered Investment Companies:

           

American Balanced Fund

   1,569,541 shares    $ 27,137,369

American Fundamental Investors

   865,365 shares      24,965,793

AIM Equity Funds, Inc. – Constellation Fund Class A

   743,551 shares      15,993,774

Pimco Funds Multi Manager – Renaissance Fund Class A

   168,442 shares      3,880,903

Vanguard 500 Index Fund

   23,006 shares      2,362,017
         

Total Registered Investment Companies

        $ 74,339,856
         

Common Stock Fund:

           

Massey Energy Company

   273,946 units    $ 5,796,706
         

*Participant Loans

   Interest rates range from 7.0% to 11.5%; maturity dates vary with remaining terms of 1 to 10 years      $1,875,657
         

Grand Total

        $ 137,261,922
         


* Party-in-interest.

 

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Coal Company Salary Deferral and Profit Sharing Plan

 

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

 

Employer Identification Number 54-0295165, Plan Number 002

 

Year ended December 31, 2003

 

Participant Contributions Transferred

Late to Plan


 

Total That Constitute Nonexempt

Prohibited Transactions


$15,121

  $ —

 

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