CNR 10-K & 10-Q changes, risk factors and insider trading
Core Natural Resources, Inc. · NYSE · Silver Ores · CIK 1710366 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We face risks related to our pursuit of new lines of business, such as those involving sustainable innovations and rare earth minerals.”
New heading “We are subject to various risks associated with scrutiny of companies’ management of ESG matters.”
Removed heading “Some investment funds and certain investors may exclude our securities from consideration due to their respective ESG mandates related to investing in fossil fuels, including coal.”
Largest changes
“Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information can result in legal claims or proceedings, regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers and/or significant incident response, system restoration or remediation and future compliance costs. Any or all of the foregoing could materially adversely affect our business, financial condition and results of operations.”see in full comparison
Murray filed for Chapter 11 bankruptcy in October 2019. As part of the bankruptcy proceedings, Murray unilaterally entered into a settlement with the United Mine Workers of America 1992 Benefit Plan (the “1992 Benefit Plan”) to transfer retirees in the Murray Energy Section 9711 Plan to the 1992 Benefit Plan. This was approved by the bankruptcy court on April 30, 2020. On May 2, 2020, the 1992 Benefit Plan filed an action in thesee in full comparisonUnited StatesU.S. District Court for the District of Columbia asking the court to make a determination whether theCompany'sCompany’s former parent or the Company has any continuing retiree medical liabilities under the Coal Act (the “1992 Plan Lawsuit”). The Murray sale agreement includes indemnification by Murray with respect to the Coal Act and BLBA liabilities. In addition, the Company had agreed to indemnify its former parent relative to certain pre-separation liabilities. As of September 16, 2020, the Company entered into a settlement agreement with Murray and withdrew its claims in bankruptcy. On September 11, 2020, theDefendantsdefendants in the 1992 Plan Lawsuit filed a Motion to DismissPlaintiffs'Plaintiffs’ Second Amended Complaint which was denied by the Court on March 29, 2022.TheInCompanyOctoberwill2025,continuebothtopartiesvigorouslyfileddefendaanymotionclaimsforthatsummaryattemptjudgment.to transfer any of such liabilities directly or indirectly to the Company, including raising all applicable defenses againstIn the 1992 BenefitPlan'sPlan’ssuit;summaryhowever,judgment motion, it alleged it is entitled to recover reimbursement for unpaid monthly benefits premiums from theoutcomebeginning of the lawsuit to present in the amount of $64.8 million, plus interest and damages totaling $25.6 million, as well as an unspecified amount of attorneys’ fees. Based upon limited information available at the time of the Murray bankruptcy, the Company estimated that the future annual servicing costs of theseproceedingsliabilitiesisinuncertain.2026 are approximately $10.0 million, and the annual servicing cost would decline each year since the beneficiaries of the Coal Act consist principally of miners who retired prior to 1994.
see in full comparisonFebruary 24, 2022 marked a significant escalation in the Russia-Ukraine war.The extent and duration of the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region are impossible to predict, but could be significant and may have a severe adverse effect on the region. Globally, various governments have banned imports from Russia including commodities such as oil, natural gas and coal.Separately,In addition, there have been a series of recent armed conflicts inearlytheOctoberMiddle2023,EastHamas, a militant group in control of Gaza, and Israel began an armed conflict ininvolving Israel,the Gaza Strip, and surrounding areas, which threatens to spread to other Middle Eastern countries includingIran, Lebanon, Iraq, Syria andIran.Yemen,ThealongsideHamas-Israelarmedmilitarynon-stateconflictactors including Hezbollah, Hamas and the Houthis. There isongoing,also political instability in Venezuela after the U.S. captured anditsextraditedlengthVenezuela’sandPresidentoutcomeNicolasare highly unpredictable.Maduro. These events have caused volatility in the aforementioned commodity markets. Although the Company has not experienced any material adverse effect on its results of operations, financial condition or cash flows as a result of theseconflictsevents or the resulting volatility as of the date of thisreport,Report, such volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may significantly affect prices for our coal or the cost of supplies and equipment, as well as the prices of competing sources of energy for our electric power plant customers, like natural gas.
Wesee in full comparisonhavefacebecomenumerousincreasinglyanddependentevolvinguponcybersecuritydigitalriskstechnologies,that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, includinginformationfromsystems,diverseinfrastructurethreat actors, such as state-sponsored organizations, opportunistic hackers andcloud applications and services, to operate our businesses, process and record financial and operating data, communicate with our employees and business partners, and estimate quantities of coal reserves,hacktivists, as well as through diverse attack vectors, such as social engineering, phishing, malware, including ransomware, malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs, or otheractivitiesvulnerabilitiesrelatedintocommercial software that is integrated into ourbusinesses.IT Systems, products or services, or those of our suppliers or service providers. Strategic targets, such as energy-related assets, may be at greater risk of future terrorist or cyber attacks than other targets in theUnited States.U.S. Deliberate attacks on ourassets,IT Systems, or security breaches in oursystems,ITinfrastructure or cloud-based applications,Systems, could lead to corruption or loss of ourproprietaryConfidentialdata and potentially sensitive data,Information, delays in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions and third-party liability. Similarly, our vendors or service providers could be the subject of such attacks or breaches that result in the risks of corruption or loss of ourproprietaryConfidentialand sensitive dataInformation and/or the other disruptions as described above.In addition to the existing risks, the adoption of new technologies may also increase our exposure to data breaches or our ability to detect and remediate effects of a breach. Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition, results of operations and cash flows. Further, as cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.
New or existing tariffs and other trade measures could adversely affect our business, results of operations, financialsee in full comparisonpositioncondition and cash flows, either directly or indirectly through various adverse impacts on our significant customers. During the last several years, the U.S. Government imposed tariffs on steel and aluminum and a broad range of other products imported into the U.S. In response to the tariffs imposed by the U.S., the European Union, Canada, Mexico and China have announced tariffs on U.S. goods and services.InTheseFebruaryactions2025,areChina announced a 15% tariff on coalunprecedented andliquified natural gas products. Although some of these tariffshavebeencausedrescindedsubstantialoruncertaintysuspended,andthesevolatility in financial markets. These tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S. or retaliatory trade measures or tariffs implemented by other countries, could result in reduced economic activity, increased costs in operating our business, reduced demand and changes in purchasing behaviors for thermal and metallurgical coal, limits on trade with theUnited StatesU.S. or other potentially adverse economic outcomes. Changes in tariffs and trade restrictions can be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes, tariffs, trade agreements or policies are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. If we are unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on our business and results of operations. Additionally, we sell coal into the export thermal market and the export metallurgical market. Accordingly, our international sales may also be impacted by the tariffs and other restrictions on trade between the U.S. and other countries.WhileRetaliatory tariffs by regions outside the U.S. may impact the prices of our exported products andothertheretaliatoryprofittraderealizedmeasuresfrom these exports. In addition, on November 5, 2025, the U.S. Supreme Court heard oral arguments on tariffs imposedbyunderotherthecountriesInternationalonEmergencyU.S.EconomicgoodsPowershaveActnot(“IEEPA”).yetThehadcourtamaysignificantprovide tariff relief and the potential recovery of amounts previously paid. We are monitoring developments in this case and its impact on ourbusinessfutureorfinancialresultsstatementsofandoperations,business.weWe cannot predict further developments, and such existing or future tariffs could impact trade agreements entered into by the U.S. and the wider tariff environment in which we operate or have a material adverse effect on our business, results of operations, financialpositioncondition and cash flows.
“Numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government that are intended to limit emissions of GHGs. Foreign governments, including the European Union and member countries, have adopted regulations governing GHG emissions. Independent of regulation, the UNFCCC seeks to establish GHG emissions reduction requirements for developed countries. …”see in full comparison
Full comparison: every changed paragraph (120)
•volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including future plans to eliminate coal-fired electric power generation facilities, oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels and technologies;
•exposure to employee-related long-term liabilities; and
•the risk of our debt agreements, our debt, access to capital markets and changes in interest rates affecting our operating results and cash flows.flows;
•retaliatory tariffs by our trading partners on the price of coal we receive; and
•tariffs on the cost of supplies we procure from overseas vendors or that include foreign components.
•demand for electricity in the United StatesU.S. is impacted by industrial production, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business;
•demand for metallurgical coal depends on coke and steel demand in the United StatesU.S. and globally, which, if weakened, would negatively impact the revenues, margins and profitability of our metallurgical coal business or our thermal coal as higher priced high volatilehigh-volatile metallurgical coal;
Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our coal, weather, the price and availability of alternative fuels and technologies and plans by electricityelectric power generators to shut down or move away from coal-fired generation. A substantial or extended decline in the prices we receive for our coal will adversely affect our business, results of operations, financial condition and cash flows.
•changes in the consumption pattern of industrial consumers, electricityelectric power generators and residential end-users of electricity;
•the price and availability of alternative fuels and sources for electricityelectric power generation, especially natural gas and renewable energy sources;
•with respect to thermal coal, the price and availability of natural gas and the price and supply of imported liquefied natural gas,gas and competing sources of energy used in certain industrial applications, such as petroleum coke and metallurgical coal;
•with respect to metallurgical coal, the overall demand for steelsteel, which may be affected by competition for production of steel from non-coal sources, including electric arc furnaces or other processes that may use alternatives to coking as a reduction agent, which may limit demand for coking coal;
We depend on several major pieces of mining equipment to produce, transport and prepare our coal for our customers, including, but not limited to, longwall mining systems, continuous mining units, our preparation plants and related facilities, conveyors and transloading facilities. If any of these pieces of equipment or facilities suffered major damage or were destroyed by fire, abnormal wear, flooding, incorrect operation or otherwise, we may be unable to replace or repair them in a timely manner or at a reasonable cost, which would impact our ability to produce and transport coal and materially and adversely affect our business, results of operations, financial condition and cash flows. We procure this equipment from a concentrated group of suppliers, and obtaining this equipment often involves long lead times. Occasionally, demand for such equipment by mining companies can be highhigh, and some types of equipment may be in short supply. Delays in receiving or shortages of this equipment or the cancellation of our supply contracts under which we obtain equipment could limit our ability to obtain these supplies or equipment. Disruptions in supply chains, increased demand and other factors have recently led to increases in these lead times and delays, which could reduce our production and therefore adversely affect our results of operations, financial condition and cash flows.
During the year ended December 31, 2024,2025, approximately 43%69% of the coal the Company produced was sold under multi-year sales contracts. If a substantial portion of our multi-year sales contracts are modified or terminated, if force majeure isclauses are exercised, or if we are unable to replace or extend the contracts or new contracts are priced at lower levels, our profitability would be adversely affected. In addition, if customers refuse to accept shipments of our coal for which they have existing contractual obligations, our revenues will decrease and we may have to reduce production at our mines until such customers honor their contractual obligations and begin accepting shipments of our coal again.
The profitability of our multi-year sales coalcontracts to supply contractscoal depends on a variety of factors, which vary from contract to contract and fluctuate during the contract term, including our production costs and other factors. Price changes, if any, provided in long-term supply contracts may not reflect our cost increases, and therefore, increases in our costs may reduce our profit margins. In addition, during periods of declining market prices, provisions in our long-term coal contracts for adjustment or renegotiation of prices and other provisions may increase our exposure to short-term coal price and electric power price volatility. As a result, we may not be able to obtain long-term agreements at favorable prices compared to either market conditions, as they may change from time to time, or our cost structure, which may reduce our profitability.
Although we have recently begun selling a significant portion of our coal in the export market, we remain somewhat exposed to risks associated with a concentrated customer base both domestically and globally. Historically, we derived a significant portion of our revenues from two customers, each of which accounted for over 10% of our total sales and aggregated approximately 22% of our total sales in fiscal year 2024. Similarly, prior to the Merger, Arch derived approximately 16% of its total coal revenues from sales to its three largest customers in the year ended December 31, 2024. Although the Merger has increased our customer base, there can be no guarantee that we will not still be exposed to the risks associated with a concentrated customer base.
A significant portion of our coal is sold in the export market, and we remain somewhat exposed to risks associated with a concentrated customer base both domestically and globally. There are inherent risks whenever a significant percentage of total revenues areis concentrated with a limited number of customers. Revenues from our largest customers may fluctuate from time to time based on numerous factors, including market conditions, which may be outside of our control. If any of our largest customers experience declining revenues due to market, economic or competitive conditions, we could be pressured to reduce the prices that we charge for our coal, which could have an adverse effect on our margins, profitability, cash flows and financial position. If any customers were to significantly reduce their purchases of coal from us, including by failing to buy and pay for coal they committed to purchase in sales contracts, our business, financial condition, results of operations and cash flows could be adversely affected.
Our ability to collect payments from our customers for coal sold and delivered could be impaired if their creditworthiness declines or if they fail to honor their contracts. Because a significant portion of our sales are concentrated to a few material customers, ifIf the creditworthiness of a significant customer declines or the customer significantly delays payments to us, our business, cash flows and financial condition could be materially and adversely affected. If we determine that a customer is not creditworthy, we may be able to withhold delivery under the customer'scustomer’s coal sales contract. However, if this occurs, we may decide to sell the customer'scustomer’s coal on the spot market, which may be at prices lower than the contracted price, or we may be unable to sell the coal at all. Furthermore, if customers refuse to accept shipments of our coal for which they have an existing contractual obligation or if we terminate a relationship with a significant customer due to credit risks, our revenue could decrease materially and we may have to reduce production at our mines until our customers’ contractual obligations are honored or we are able to replace a significant customer. In addition, our borrowing capacity under our receivables financing arrangement could be reduced if we experience prolonged and significant delays in payments by one or more material customers.
Also, our customer base may change with deregulation asif domestic utilities sell their power plants to their non-regulated affiliates or third parties that may be less creditworthy, thereby increasing the risk we bear for customer payment default. Some power plant owners may have credit ratings that are below investment grade or may become below investment grade after we enter into contracts with them. Furthermore, our metallurgical customers operate in a highly competitive and cyclical industry where their creditworthiness could deteriorate rapidly.
We face risks related to our pursuit of new lines of business, such as those involving sustainable innovations and rare earth minerals.
We have pursued, and will continue to pursue, a variety of new lines of business, including alternative and innovative uses of coal led by our subsidiary, CONSOL Innovations LLC, including, but not limited to, products with aerospace, defense, battery and building product applications, and potential new lines of business involving rare earth elements (“REEs”). Additional information regarding these new lines of business can be found in “Our Strategy” in Item 1 of this Report. Pursuing new lines of business subjects us to a number of material risks, including, but not limited to:
•the possibility that we may invest significant time and resources in our attempts to pursue new lines of business that may never be profitable;
•exposure to new laws and regulations with which we are not familiar and which may lead to increased litigation and regulatory risk;
•unanticipated liabilities or contingencies;
•difficulty in hiring personnel or acquiring the know-how needed to operate any new line of business; and
•failure of our management team to successfully manage new and shifting risk considerations, compliance obligations, competitors or market preferences.
In particular, as we continue to evaluate a potential new line of business involving REEs, our strategy may include expanding into the exploration, development, extraction, processing, separation, or commercialization of REEs and related downstream activities. These initiatives are subject to significant uncertainty and may require substantial capital investment, specialized technical expertise, proprietary or emerging processing technologies and extensive regulatory approvals. Volatility in commodity pricing and other market dynamics, competition from established participants and fluctuations in demand for REEs may adversely affect the economic viability of such new lines of business.
In addition, REE deposits often present complex mineralogy, low concentrations and challenging metallurgy, requiring specialized beneficiation, separation and refining processes. Even where REEs are identified, the economic feasibility of extraction and processing may be constrained by high operating and capital costs. Furthermore, recoveries of individual REEs may vary significantly, and unfavorable element mixes may reduce the overall economic value of a deposit. If the extraction, processing or sale of REEs proves to be economically unviable, we may be unable to recover any investments in REE-related initiatives, which may impact future profitability.
Decreases in coal consumption patterns for steel production, electricityelectric power generation and industrial applications could adversely affect our business.
Our business is closely linked to demand for electricity, and any changes in coal consumption by U.S. or international electric power generators would likely impact our business over the long term. According to the EIA, in 2024,2025, the domestic electric power sector accounted for approximately 91%92% of total U.S. coal consumption. In 2024,During the Pennsylvaniayear Miningended ComplexDecember 31, 2025, the Company sold approximately 41%68% of its coalsales tons to U.S. electric power generators, and we have annual or multi-year contracts in place with many of these electric power generators for a significant portion of our future production. The amount of coal consumed by the electric power generation industry is affected by, among other things:
•indirect competition from alternative fuel sources for electric power generation, such as natural gas, fuel oil, nuclear, hydroelectric, wind and solar power, and the location, availability, quality and price of those alternative fuel sources;
Changes in the coal industry that affect our customers, such as those caused by decreased electricity demand and increased competition, could also adversely affect our business. Indirect competition from natural gas-fired plants that are relatively more efficient, less expensive to construct and less difficult to permit than coal-fired power plants has displaced a significant amount of coal-fired electric power generation and may continue to do so in the near term, particularly older, less efficient coal-fired electric power generators. Federal and state mandates for increased use of electricity derived from renewable energy sources could also affect demand for our coal. Such mandates, combined with other incentives to use renewable energy sources, such as tax credits, could make alternative fuel sources more competitive with coal. A decrease in coal consumption by the electric power generation industry could adversely affect the price of coal, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The metallurgical coal that we produce from the PAMC and the Itmann Mining Complex is sold to domestic and export customers involved in the production of steel. In addition, Arch’s principal product is a premium High-Vol metallurgical coal for blast furnace steel producers. Any deterioration in conditions in the U.S. or foreign steel industries, including a decrease in demand for steel or concerns regarding the continued financial viability of the industry, could reduce the demand for our metallurgical coal and could adversely impact the creditworthiness of our U.S. or foreign metallurgical coal customers and our ability to receive timely payments from these customers. In addition, the steel industry'sindustry’s demand for coal is affected by a number of factors, including the variable nature of that industry'sindustry’s business, technological developments in the steel-making process and the availability of substitutes for steel, such as aluminum, composites or plastics. When steel prices are lower, the prices that we charge steel industry customers for our metallurgical coal may decline, which could adversely affect our financial condition, results of operations and cash flows.
Also, premium High-Vol metallurgical coal generally commands a price premium over other forms of coal because of its value in use in blast furnaces for steel production. Premium High-Vol metallurgical coal has specific physical and chemical properties that can impact the efficiency of blast furnace operation. Alternative technologies are continually being investigated and developed with a view to reducing production costs or for other reasons, such as minimizing environmental or social impact. If competitive technologies emerge or are increasingly utilized that use other materials in place of our product or that diminish the required amount of our product, such as electric arc furnaces or pulverized coal injection processes, demand and price for our metallurgical coal might fall. Many of these alternative technologies are designed to use lower quality coals or other sources of carbon instead of higher cost High-Vol metallurgical coal. While conventional blast furnace technology has been the most economic large-scale steel production technology for several decades, and while emergent technologies typically take many years to commercialize, there can be no assurance that, overOver the longer term, the emergence of competitive technologies not reliant on High-Vol metallurgical coal could emerge which could reduce demand and price premiums for High-Vol metallurgical coal.
The availability and reliability of modes of transportation and transportation facilities as well as fluctuations in transportation costs could affect the demand for our coal, and any significant damage to the CONSOLCore Marine Terminal or the Dominion Terminal that impacts itstheir use could impair our ability to supply coal to our customers.
Transportation logistics play ana importantcritical role in allowing us to supply coal to our customers. Any significant delays, interruptions or other limitations on the ability to transport our coal could negatively affect our operations. Our coal is transported from our mines primarily by rail. To reach markets and end customers, our coal may also be transported by bargebarges or by ocean vessels loaded at terminals, including our CONSOLwholly-owned Core Marine Terminal andas well as the Dominion Terminal, operated by DTA, in which we own a 35% interest following the Merger. Disruption of transportation services because of weather-related problems, strikes, lock-outs, terrorism, governmental regulation, third-party action or other events could temporarily impair our ability to supply coal to customers and adversely affect our profitability. For example, after a container ship struck a support column of the Francis Scott Key Bridge in Baltimore, Maryland causing it to collapse on March 26, 2024, vessel access in and out of the CONSOLCore Marine Terminal, which is located in the Port of Baltimore, was suspended. Until a channel was opened to normal operations on June 10, 2024, our inability to ship coal to our customers from the CONSOLCore Marine Terminal temporarily negatively impacted our business, financial condition and results of operations. In addition, transportation costs represent a significant portion of the delivered cost of coal and, as a result, the cost of delivery is a critical factor in a customer’s purchasing decision. Increases in transportation costs, including increases resulting from emission control requirements and fluctuation in the price of diesel fuel and demurrage, could make our coal less competitive. Any disruption of the transportation services we use or increase in transportation costs could have a materially adverse effect on our business, financial condition, results of operations and cash flows. Disruption in shipment levels over longer periods of time at theour CONSOLEast MarineCoast Terminalterminals could cause our customers to look to other sources for their coal needs, negatively affecting our revenues and results of operations.
We compete with other producers primarily on the basis of price, coal quality, transportation costs and reliability of delivery. We compete with coal producers in various regions of the United StatesU.S. and with some foreign coal producers for domestic sales primarily to electric power generators. We also compete with both domestic and foreign coal producers for sales in international markets. Demand for our coal by our principal customers is affected by the delivered price of competing coals, other fuel supplies such as natural gas and petcoke, and alternative generating sources, including nuclear, natural gas, oil and renewable energy sources, such as hydroelectric, wind and solar power.
We sell coal to foreign industrial end-users, electricityelectric power generators and to the more specialized metallurgical coal market, which are significantly affected by international demand and competition. The coal industry has experienced consolidation in recent years, including consolidation among some of our major competitors. As a result, a substantial portion of coal production is from companies that have significantly greater resources than we do. Current or further consolidation in the coal industry or current or future bankruptcy proceedings of coal competitors may adversely affect us. In addition, increases in coal prices could encourage existing producers to expand capacity or could encourage new producers to enter the market. If overcapacity results, the prices of and demand for our coal could significantly decline, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, increases in coal prices could encourage existing producers to expand capacity or could encourage new producers to enter the market. If overcapacity results, the prices of and demand for our coal could significantly decline, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, we face competition from foreign producers that sell their coal in the export market. Potential changes to international trade agreements, trade concessions or other political and economic arrangements may benefit coal producers operating in countries other than the United States.U.S. We may be adversely impacted on the basis of price or other factors with companies that in the future may benefit from favorable foreign trade policies or other arrangements. In addition, coal is sold internationally in U.S. dollars and, as a result, general economic conditions in foreign markets and changes in foreign currency exchange rates may provide our foreign competitors with a competitive advantage. If our competitors’ currencies decline against the U.S. dollar or against our foreign customers’ local currencies, those competitors may be able to offer lower prices for coal to our customers. Furthermore, if the currencies of our overseas customers were to significantly decline in value in comparison to the U.S. dollar, those customers may seek decreased prices for the coal we sell to them. Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The United States,U.S., European Union and other large economies have recently experienced inflation at a rate significantly higher than recent years. While inflation has been easing, there can be no guarantee that this trend will continue. Current and future inflationary effects may be driven by, among other things, governmental stimulus and monetary policies, supply chain disruptions and geopolitical instability. This recent inflation has resulted in rising prices, including increases in freight rates, prices for energy and other costs, and has adversely impacted us and may further impact us negatively in the future. Sustained inflation could result in higher costs for transportation, energy, materials, supplies and labor. Our effortsability to recover inflation-basedinflation-driven cost increases from our customers may be hamperedconstrained as a result ofby the structureterms of our contractscontracts, andthe competitive nature of the contract bidding process as well as competitive pressure inand the industry,economic economicand industry conditions andprevailing in the countries to which we sell our export coal. Accordingly, substantialSignificant inflation may have an adverse impact on our business, financial position, results of operations and cash flows. Inflation has also resulted in higher interest rates in the U.S., which could increase our cost of debt borrowing in the future.
A significant portion of our production is sold in international marketsmarkets, and our international sales may continue to grow, which exposes us to additional risks and uncertainties.
For the fiscal years ended December 31, 2024,2025, 20232024 and 2022,2023, approximately 60%,56%, 66% and 53%,71%, respectively, of our annual coal revenue was derived from customers who exported our coal outside of the United States. A majority of Arch's metallurgical coal sales consist of sales to international customers,U.S., and we expect that international sales will continue to account for a large portion of our revenue. We believe that international markets will continue to account for a significant percentage of our revenue as we seek international expansion opportunities. The international markets are subject to a number of material risks, including, but not limited to:
•changes in U.S. government policy with respect to thesecertain foreign countries may inhibit export of our products and limit potential customers'customers’ access to U.S. dollars in a country or region in which those potential customers are located;
•we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely mannermanner, and we may be forced to write off these receivables;
The Company intends, if possible, to offset any potential adverse impact from various international risks (for example, tariffs) that may be imposed by governments in the countries in which one or more of the Company's end users are located by reallocating its customer base to other countries or to the domestic U.S. markets.
Coal contains impurities, including sulfur, mercury, chlorine and other elements or compounds, many of which are released into the air along with fine particulate matter, nitrogen oxides and carbon dioxide when it is burned. Complying with regulations on these emissions can be costly for our customers, including those in the industrial, metallurgical and electric power generation markets. In order to comply with emissions standards promulgated under the federal Clean Air Act or similar state regulations seeking to limit the emissions that are generated as a result of coal combustion, coal users could be required to install costly emissions control devices, use or purchase emissionemissions credits or allowances, curtail operations or switch to other fuels, each of which has limitations. Because thermal coal currently accounts for a significant portion of our sales, our results could be materially affected by the extent to which our customers incur costs associated with controlling or limiting emissions from the use of coal or switch to alternative fuels. Rulemakings such as the Cross State Air Pollution Rule (“CSAPR”), the National Ambient Air Quality Standards (“NAAQS”), or the New Source Performance Standards (“NSPS”) and other Clean Air Act regulations may decrease the demand for our coal in industrial, metallurgical or electric power generation markets in the future. For more information, please see “Laws and Regulations” under Item 1 above.
Regulation to address climate change (or emissions of greenhouse gasesGHGs including carbon dioxide and methane) and uncertainty regarding such regulation may affect us directly or indirectly by increasing our operating costs, reducing the value of our coal assets and adversely impacting the market for coal.
The issue of global climate change continues to attract considerable public and scientific attention with widespread concern about the impacts of human activity (especially the emissions of GHGs such as carbon dioxide and methane). Combustion of fossil fuels, such as the coal we produce, results in the emission of carbon dioxide into the atmosphere by coal end-users, such as coal-fired electric power plants. Additionally, methane released during our coal minesmining releaseoperations methaneis ventilated to the atmosphere during operations in order to promote a safe working environment for our miners underground.
Numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government that are intended to limit emissions of GHGs. Foreign governments, including the European Union and member countries, have adopted regulations governing GHG emissions. Independent of regulation, the UNFCCC seeks to establish GHG emissions reduction requirements for developed countries. The UNFCCC’s governing body, the Conference of the Parties (“COP”), meets annually to implement and refine a framework for the international Paris Agreement, a voluntary commitment to limit or reduce GHG emissions in order to limit global warming below 2 degrees Celsius from temperatures in the pre-industrial era. Nevertheless, the international community has been called upon to achieve a 43% reduction in GHG emissions by 2030 (compared to 2019 levels) through actions that drive the transition away from fossil fuels in energy systems. The U.S. has withdrawn from the Paris Agreement and, on January 7, 2026, President Trump issued an executive order calling for the withdrawal of the U.S. from the UNFCCC. However, the ultimate effect of these withdrawals is uncertain, as it may incite various state and other policymakers to introduce stricter requirements.
In addition, several individual U.S. states have already adopted measures requiring GHG emissions reductions or a shift to renewable energy sources within their boundaries. Other states have elected to participate in regional cap-and-trade programs like the Regional Greenhouse Gas Initiative (“RGGI”) in the northeastern U.S. Any significant legislative changes at the international, national, state or local levels designed to reduce GHG emissions could significantly affect our ability to produce and sell our coal and develop our reserves, could increase the cost of the production and sale of coal and could materially reduce the value of our coal and coal reserves.
Numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government that are intended to limit emissions of GHGs. The United States, for instance, has been a signatory to the United Nations-sponsored “Paris Agreement,” which requires nations party to the agreement to submit non-binding GHG emissions reduction goals every five years after 2020. On January 20, 2025, President Donald J. Trump issued an Executive Order directing the United States Ambassador to the United Nations to formally withdraw the United States from the Paris Agreement. It is currently unclear what further action the administration will take to address climate change given this new policy direction. Nevertheless, the international community has been called upon to achieve a 43% reduction in GHG emissions by 2030 (compared to 2019 levels) through actions that drive the transition away from fossil fuels in energy systems. In addition, several individual U.S. states have already adopted measures requiring GHG emission reductions within their boundaries. Other states have elected to participate in regional cap-and-trade programs like the RGGI in the northeastern U.S. On November 1, 2023, the Pennsylvania Commonwealth Court issued its decision striking down Pennsylvania's participation in RGGI and determining that RGGI constitutes an illegal tax under the Pennsylvania Constitution. Following this decision, on November 21, 2023, Governor Josh Shapiro announced that the state will appeal the Commonwealth Court's decision. Any significant legislative changes at the international, national, state or local levels designed to reduce GHG emissions could significantly affect our ability to produce and sell our coal and develop our reserves, could increase the cost of the production and sale of coal and could materially reduce the value of our coal and coal reserves.
Furthermore, adoption of comprehensive legislation or regulation focusing on climate change or GHG emissionemissions reductions for the United StatesU.S. or other countries where we sell coal, or the inability of utilities to obtain financing in connection with coal-fired power plants, may make it more costly to operate coal-fired electric power generation plants and make coal less attractive for electric utility power plants in the future. Depending on the nature of the regulation or legislation, natural gas and/or alternative energy sources could gain added economic benefits versus coal-fueledcoal-fired power generation, especially if such regulation or legislation makes our coal more expensive as a result of increased compliance, operating and maintenance costs. Apart from actual regulation, uncertainty over the extent of regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired power plants to replace older plants or investing in the upgrading of existing coal-fired power plants. Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions could decrease demand for our fossil fuels, thereby reducing our revenues and materially and adversely affecting our business and results of operations. Our customers may also have to invest in carbon dioxide capture and storage technologies in order to burn coal and comply with future GHG emissionemissions standards. Although we cannot predict the ultimate impact of any legislation or regulation, it is likely that any future laws, regulations or other policies aimed at reducing GHG emissions will negatively impact demand for our coal and could also negatively affect the value of our reserves and other assets.
Additionally, if emissions of methane from coal mines are regulated in the future, we would likely be required to install additional pollution control devices, pay fees or taxes for our emissions or incur expenses associated with the purchase of emissions credits,credits in order to continue operation. Alternatively, we may need to curtail coal production. The magnitude of impact on our operations, capital expenditures, financial condition or cash flows would be dependent on the structure of any proposed regulation and the degree of emissionemissions reduction prescribed.
Increasing attention to climate change risk has also resulted in a recent trend of governmental investigations and private litigation by local and state governmental agencies as well as private plaintiffs in an effort to hold energy companies accountable for the effects of climate change. Other public nuisance lawsuits have been brought in the past against power, coal, oil and gas companies alleging that their operations are contributing to climate change. The plaintiffs in these suits sought various remedies, including punitive and compensatory damages and injunctive relief. While the U.S. Supreme Court held that any federal common law had been displaced by the CAA and thus dismissed the public nuisance claims against the defendants in those cases, tort-type liabilities remain a possibility and a source of concern. For instance, we have been named as a defendant in multiple lawsuits brought by the City of Baltimore, the State of Delaware, the City of Annapolis, and Anne Arundel County, Maryland seeking to hold us and other energy companies liable for the effects of climate change caused by the release of GHGs. The outcome of this litigation is uncertain, due to the range of legal theories and the various court systems in which they are taking place, including for appeals. Even if we are ultimately successful, we could incur substantial legal costs associated with defending these and similar lawsuits in the future. Government entities in other statesstates, as well as private plaintiffs, have brought similar claims seeking to hold a wide variety of companies that produce fossil fuels liable for the allegedclimate-related impacts of the GHG emissions attributable to those fuels or for other grounds related to climate change, such as improperinsufficient disclosure of climateassociated changerisks, risks. Those lawsuits allege damages as a result of climate change and the plaintiffs areoften seeking unspecified damages and abatement under various tort theories. We have not been made a party to these other suits, but it is possible that we could be included in similar future lawsuits initiated by state and local governments as well as private claimants.
OurCertain of our coal mining operations are underground mines. Underground mining and related processing activities present inherent risks of injury or death to persons, damage to property and equipment and other potential legal or other liabilities. InWe addition,also Arch's mining operations includehave surface mining operations that utilize explosives to remove the earth and rock covering the coal, which creates additional hazards. Our mines are subject to a number of operating risks that could disrupt operations, decrease production and increase the cost of mining at particular mines for varying lengths of time, thereby adversely affecting our operating results. In addition, if an operating risk occurs in our mining operations, we may not be able to produce sufficient amounts of coal to deliver under our multi-year coal contracts. Our inability to satisfy contractual obligations could result in our customers initiating claims against us or canceling their contracts. The operating risks that may have a significant impact on our coal operations include:
In this regard, in January 2025, the Company sealed the Leer South mine’s active longwall panel in order to extinguish isolated combustion-related activity at the mine. The Company resumed development work with continuous miner units in February 2025, and currently expects to resume longwall mining by mid-year. While the Company believes that this combustion-related activity does not currently pose a threat to the longwall equipment, there can be no guarantee that the equipment will not be damaged or that longwall mining will resume within the expected timeframe. The costs that may be incurred to address the impacts of the incident and to return the mine to active operations are uncertain and could be significant. The extent to which this incident or future incidents at the Leer South mine or other mining properties may adversely impact our results of operations, cash flows and financial condition depends on future developments, which are highly uncertain and unpredictable.
The occurrence of any of these risks at our coal mining operations could adversely affect our ability to conduct our operations or result in substantial loss to us, either of which could materially and adversely affect our business, financial condition, results of operations and cash flows. For example, in January 2025, the Company sealed the Leer South mine’s active longwall panel in order to extinguish isolated combustion-related activity at the mine and did not resume longwall operations until December 2025. In addition, the occurrence of any of these events in our coal mining operations which prevents our delivery of coal to a customer and which is not excusable as a force majeure event under our coal sales agreement could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the coal sales agreement, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
AlthoughIn we maintain insurance for a number of risks and hazards,addition, we may not be insured or fully insured against the losses or liabilities that could arise from a significant accident in our coal operations. We may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. Moreover, a significant mine accident could potentially cause a mine shutdown. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Federal and state laws require us to obtain surety bonds or post letters of credit to secure performance or payment of certain long-term obligations, such as mine closure or reclamation costs, federal and state workers'workers’ compensation costs, coal leases and other obligations. Over the past few years, the insurance and surety markets have been increasingly challenging, particularly for coal companies. We have experienced rising premiums, reduced coverage and/or fewer providers willing to underwrite policies and surety bonds. Terms have generally become more unfavorable, including increases in the amount of collateral required to secure surety bonds. However, more recently, we have seen insurance rates and collateral requirements stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market, although there is no assurance that this stabilization or decrease will be sustained or continued. In addition, federal and state regulators are considering making financial assurance requirements more stringent and costly with respect to self-insured coal workers'workers’ pneumoconiosis, mine closure and reclamation security amounts. Because we are required by federal and state law to have these bonds in place before mining can commence or continue, our failure to maintain surety bonds, letters of credit or other guarantees or security arrangements would materially and adversely affect our ability to mine or lease coal, and incurring additional rising costs to obtain and maintain such arrangements could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, coal and other mining companies are increasingly struggling to obtain adequate insurance coverage for their business and operations. Our failure to obtain adequate insurance coverages could have a material adverse effect on our business and results of operations. Further cost burdens on our ability to maintain adequate insurance and bond coverage may adversely impact our operations, financial position and liquidity.
Management's Discussion & Analysis (MD&A)
New heading “One Big Beautiful Bill Act”
New heading “Executive Orders”
New heading “Other Operating Income and Expense, net”
New heading “Loss on Debt Extinguishment”
New heading “Non-Service Related Pension and Postretirement Benefit Costs”
New heading “METALLURGICAL SEGMENT ANALYSIS:”
New heading “PRB SEGMENT ANALYSIS:”
New heading “CORE MARINE TERMINAL SEGMENT ANALYSIS:”
New heading “Business Combinations”
New heading “Receivables Financing Agreement”
New heading “Series 2025 Bonds”
Removed heading “Revenue and Other Income”
Removed heading “Revenues from Contracts with Customers”
Removed heading “Miscellaneous Other Income”
Removed heading “Operating and Other Costs”
Removed heading “Coal Production”
Removed heading “Coal Operations”
Removed heading “Securitization Facilities”
Removed heading “Pennsylvania Economic Development Financing Authority Bonds”
Largest changes
see in full comparisonThe maturity date of the Revolving Credit Facility is April 30, 2029, provided that if any Maryland Economic Development Corporation Port Facilities 5.75% Refunding Revenue Bonds due September 2025 (the “MEDCO Bonds”) or Pennsylvania Economic Development Financing Authority 9.00% Solid Waste Disposal Revenue Bonds due April 2028 (the “PEDFA Bonds”) are outstanding on the date that is 91 days prior to the maturity date applicable to the MEDCO Bonds or PEDFA Bonds (the “Springing Maturity Date”), and Specified Liquidity (as defined in the Credit Agreement) is less than $250 million as of such Springing Maturity Date, then the maturity date for the Revolving Credit Facility shall be such Springing Maturity Date.Borrowings under the Revolving Credit Facility bear interest at a floating rate that is, at the Company’s option, either (i) the applicable term Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of 0.10% plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facilitydepends on the total net leverage ratio andranges from 3.00% to 3.75% (for SOFR loans) and 2.00% to 2.75% (for alternate base rate loans), depending on the total net leverage ratio.
In November 2017, the Company entered into a revolving credit facility with PNC Bank, N.A. (“PNC”) (as amended, the “Revolving Credit Facility”). The Revolving Credit Facility has been amended several times, the most recent of which occurred in January 2025 in connection with the Merger.see in full comparisonThisThe January 2025 amendment increased the available revolving commitments from $355 million to $600million.millionTheand extended the scheduled maturity date to April 30, 2029, provided that, if any of the MEDCO Bonds or PEDFA Bonds (as defined below) and any subsequent refinancings thereof remain outstanding 91 days prior to their stated maturity and our specified liquidity, as measured under the Revolving Credit Facility, is less than $250 million at that time, the maturity date of the Revolving Credit Facilitynowwillincludesbeparticipationsuchfrom twenty-two banks, including nine new lenders, and 37% of the total commitments come from new lenders, while 63% are from existing lenders.date. Additionally, the Company reduced the applicable interest rate margin on its borrowings and letters of credit under the Revolving Credit Facility by 75bps.basis points.
“In April 2021, the Company borrowed the proceeds received from the sale of tax-exempt bonds issued by PEDFA in an aggregate principal amount of $75 million (the “PEDFA Bonds”). The PEDFA Bonds bear interest at a fixed rate of 9.00% for an initial term of seven years. The PEDFA Bonds mature on April 1, 2051 but are subject to mandatory purchase by the Company on April 13, 2028, at the expiration of the initial term rate period. …”see in full comparison
“Cash cost of coal sold was $973 million for the year ended December 31, 2024, compared to $940 million for the year ended December 31, 2023. The increase in the cash cost of coal sold and average cash cost of coal sold per ton was primarily due to ongoing inflationary pressures on supplies, maintenance costs and contractor labor costs compared to the prior-year period, as well as lower sales tons to absorb fixed costs on a per ton basis in the period-to-period comparison.”see in full comparison
Full comparison: every changed paragraph (163)
The Company'sCompany’s discussion and analysis includes a comparison of the year ended December 31, 20242025 to the year ended December 31, 2023.2024. A similar discussion and analysis that compares the year ended December 31, 20232024 to the fiscal year ended December 31, 20222023 may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, 2023,2024, which is incorporated herein by reference.
On January 14, 2025, Corethe Natural Resources, Inc. (formerly known as CONSOL Energy Inc.), a Delaware corporation,Company completed itsthe previously announced merger of equals transactionMerger with Arch. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Arch, with Arch continuing as the surviving corporation and as a wholly-owned subsidiary of the Company. In connection with the closing of the Merger, we and Arch now operate as a single combined company. See Note 252—Merger -with Subsequent EventsArch in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-KReport for additional information.
Prior to the completion of the Merger, the Company consisted of two reportable segments, the PAMC segment and the Core Marine Terminal segment. Following completion of the Merger, the Company adjusted its internal reporting structure, and the Company’s chief operating decision maker (“CODM”) changed the manner in which he measures financial performance and allocates resources. Thus, the Company reassessed its reporting segments, and the Company now consists of four reportable segments: (1) the High CV Thermal segment; (2) the Metallurgical segment; (3) the Powder River Basin (“PRB”) segment; and (4) the Core Marine Terminal segment. Accordingly, the manner in which the Company reports its operations has been changed retrospectively, and all relevant prior period amounts have been recast to reflect this change.
The results of operations presented in this Annual Report on Form 10-K do not include the historical financial results of Arch since the Merger occurred subsequent to the end of the reporting period. However, the Merger is expected to have a significant impact on our future results of operations. As such, we expect that our financial information for future reporting periods, which will reflect the results of operations of Arch, will not be directly comparable to our financial information for periods prior to the Merger, including the information presented in this Annual Report on Form 10-K.
In addition, the Company has historically consisted of two reportable segments, the PAMC segment and the CONSOL Marine Terminal segment, and Arch has historically consisted of two reportable segments, the Metallurgical segment and the Thermal segment. Following the Merger, we expect to reassess our reporting segments in the first quarter of 2025 based on how the operations of the combined company will be managed.
On January 13, 2025, a combustion-related activity was reported at the Leer South mine, located in Barbour County, West Virginia. The Company temporarily sealed the Leer South mine’s active longwall panel in order to extinguish such activity. The Company resumed development work with continuous miners in February 2025, and Company personnel and regulatory officials re-entered the sealed area of the mine on June 10, 2025. Thereafter, ventilation to the full mine was re-established, hydraulic pressure along the longwall face was restored and an extensive evaluation of the mine’s major equipment and infrastructure was conducted. As expected, the longwall suffered insignificant damage by the combustion event, and major components and systems remain in good condition. On June 26, 2025, the operating team found it necessary to evacuate the mine again and begin restoring pumpable seals to the affected area in the wake of an increase in carbon monoxide levels. In December 2025, the Company recovered the major longwall mining equipment, repositioned it and resumed longwall operations. Following the repositioning, the Company permanently sealed the affected area.
The Company incurred fire extinguishment and idle costs of $101 million at Leer South in 2025 for which it is pursuing recoveries under its relevant insurance policies. The Company’s initial advancement of insurance proceeds was $19.4 million. The Company will continue to pursue all avenues for additional recoveries.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law by the President of the U.S. Several provisions included in the OBBBA are expected to benefit the Company, including language designating U.S.-produced metallurgical coal as a “critical material” under Internal Revenue Code Section 45X (Advanced Manufacturing Production Credit), through which the Company will be eligible for a 2.5% monetizable tax credit on production-related costs beginning in 2026 and sunsetting at the end of 2029. The Company is currently evaluating the OBBBA provisions, and the determination as to the applicability and extent of the OBBBA’s provisions on the Company’s future results of operations and cash flows will be dependent upon interpretations of the law and revenue rulings issued by the U.S. Treasury Department.
Executive Orders
President Trump issued a series of executive orders in April 2025 intended to reduce the regulatory burden on U.S. coal-based power plants and to ensure the long-term preservation of the U.S. coal fleet. The Trump Administration views the coal fleet as essential to the security, resilience and reliability of the U.S. power system. Reduction of regulatory burden allows for any impediments to domestic thermal coal demand to be challenged and possibly removed so that the Company could have an increased chance to sell more of its thermal coals specifically within the U.S. The executive orders help to further de-risk the domestic thermal market in the near term.
On January 13, 2025, isolated combustion-related activity was reported at the Leer South mine, located in Barbour County, West Virginia. The Company temporarily sealed the Leer South mine's active longwall panel in order to extinguish such activity. The Company resumed development work with continuous miners in February 2025, and, based on collaborative, ongoing discussions with regulatory authorities, currently expects to resume longwall mining in mid-2025. The re-entry process will be multi-phased, beginning with the construction of ventilation controls followed by the resumption of continuous miner development.
Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. The metrics include: (i) adjustedcoal EBITDA,production and sales volumes; (ii) realized coal revenue, a non-GAAP financial measure; (iiiii) coal production, sales volumes and averagerealized coal revenue per ton sold; (iii) cost of coal sold, aan operating ratio derived from non-GAAP financial measuremeasures; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; and (vi) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures.measures, defined as realized coal revenue per ton sold less cash cost of coal sold per ton; and (vii) adjusted EBITDA, a non-GAAP financial measure.
We believe that realized coal revenue and realized coal revenue per ton sold better reflect our revenue for the quality of coal sold and our operating results by including all income from coal sales. We believe cash cost of coal sold, cash cost of coal sold per ton and cash margin per ton sold normalize the volatility contained within comparable measures prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) by adjusting for certain non-operating or non-cash transactions. We believe that adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than ours. We believe cost of coal sold, cash cost of coal sold, average cash cost of coal sold per ton, and average cash margin per ton sold normalize the volatility contained within comparable GAAP measures by adjusting for certain non-operating or non-cash transactions. Each of these non-GAAP metricsmeasures are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
These non-GAAP financial measures should not be considered an alternative to operatingrevenues, andcost otherof costs,sales, net income,income (loss) or any other measure of financial performance presented in accordance with GAAP. These measures exclude some, but not all, items that affect measures presented in accordance with GAAP, and these measures and the way we calculate them may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies.
We define realized coal revenue as revenues reported in the Consolidated Statements of (Loss) Income less transportation costs, transloading revenues and other revenues not directly attributable to coal sales. We define realized coal revenue per ton sold as realized coal revenue divided by tons sold. The following tables present reconciliations by reportable segment of realized coal revenue and realized coal revenue per ton sold to revenues, the most directly comparable GAAP financial measure (in thousands, except per ton information):
We evaluate our cost of coal sold and cash cost of coal sold on an aggregate basis by segment, and our average cash cost of coal sold per ton on a per-ton basis. Cost of coal sold includes items such as direct operating costs, royalty and production taxes, direct administration costs, and depreciation, depletion and amortization costs on production assets. Cost of coal sold excludes any indirect costs and other costs not directly attributable to the production of coal. The cash cost of coal sold includes cost of coal sold less depreciation, depletion and amortization costs on production assets. We define average cash cost of coal sold per ton as cash cost of coal sold divided by tons sold. The GAAP measure most directly comparable to cost of coal sold, cash cost of coal sold and average cash cost of coal sold per ton is operating and other costs.
The following table presents a reconciliation for the PAMC segment of cash cost of coal sold, cost of coal sold and average cash cost of coal sold per ton to operating and other costs, the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands, except per ton information).
We evaluate our average cash margin per ton sold on a per-ton basis. We define average cash margin per ton sold as average coal revenue per ton sold, net of average cash cost of coal sold per ton. The GAAP measure most directly comparable to average cash margin per ton sold is total coal revenue.
The following table presents a reconciliationbreakdown forof the PAMCrealized segmentcoal of average cash marginrevenue per ton sold tofor totalthe metallurgical segment between coking coal revenue,and thethermal most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicatedbyproduct (in thousands, except per ton information).:
(a) For the year ended December 31, 2024, all revenues in the metallurgical segment were from coking coal.
We evaluate our cash cost of coal sold on an aggregate basis by segment and our cash cost of coal sold per ton on a per-ton basis. Cash cost of coal sold includes items such as direct operating costs, royalty and production taxes and direct administration costs, and excludes transportation costs, indirect costs, other costs not directly attributable to the production of coal and depreciation, depletion and amortization costs on production assets. We define cash cost of coal sold per ton as cash cost of coal sold divided by tons sold. The following tables present reconciliations by reportable segment of cash cost of coal sold and cash cost of coal sold per ton to cost of sales, the most directly comparable GAAP financial measure (in thousands, except per ton information):
We define adjusted EBITDA as (i) net income (loss) plus income taxes, net interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation and loss on debt extinguishment and (iii) certainother one-time transactions,adjustments, such as merger-relatedstock-based expensescompensation and certainMerger-related litigationexpenses. expensesAdjusted EBITDA may also be adjusted for specificitems proceedingsthat may not reflect the trend of future results by excluding transactions that are not indicative of our operating performance or that arise outside of the ordinary course of our business. The GAAPfollowing measuretables mostpresent directlyreconciliations comparableby toreportable segment of adjusted EBITDA isto net income (loss)., the most directly comparable GAAP financial measure (in thousands):
The following tables present a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands).
Revenues
The Company’s revenues primarily include sales to customers of coal produced at our operations and, to a lesser extent, coal purchased from third parties. The Company’s revenues also include transloading services at the Port of Baltimore, as well as other revenues generated from customers.
Our presence in the metallurgical coal market has expanded through the Merger with two longwall mines and two continuous miner mines in West Virginia that produce a premium metallurgical product used in the global steel industry. We also gained two thermal surface mines in the Powder River Basin, as well as another thermal longwall mine in Colorado. The thermal surface mines produce thermal coal for sale into domestic and international markets, while the thermal longwall mine produces a high-quality, high calorific value thermal product that can compete effectively in seaborne markets.
Consolidated revenues in the year ended December 31, 2025 were $2.0 billion greater than the year ended December 31, 2024. As a result of the Merger, the legacy Arch operations contributed $2,048 million of revenues in the year ended December 31, 2025, primarily from coal sales in the Metallurgical and PRB segments. The revenues of legacy CONSOL’s PAMC decreased $32 million in the period-to-period comparison, primarily due to reduced realization, which was partially offset by higher sales tons. The revenues of legacy CONSOL’s Itmann mine decreased $16 million in the period-to-period comparison, primarily due to lower sales tons and reduced metallurgical coal benchmark pricing. The revenues of the Core Marine Terminal were flat compared to the prior year. See the discussion in “Operational Performance” below for further information about segment results.
Cost of Sales
Cost of sales includes items such as direct operating costs, royalty and production taxes, direct administration costs and transportation costs. Our consolidated cost of sales in the year ended December 31, 2025 increased $2.1 billion compared to the year ended December 31, 2024. As a result of the Merger, the legacy Arch operations incurred cost of sales of $2,025 million during the year ended December 31, 2025. Cost of sales at legacy CONSOL’s PAMC and the Itmann mine increased $63 million in the period-to-period comparison, primarily due to increased sales tons. Cost of sales at the Core Marine Terminal increased $3 million in the period-to-period comparison, primarily due to increased throughput volumes. See the discussion in “Operational Performance” below for further information about segment results. The remaining $23 million increase in the period-to-period comparison was the result of additional operating overhead and certain actuarial costs as well as costs incurred at the Company’s idled locations during the year ended December 31, 2025.
Revenue and Other Income
Revenues from Contracts with Customers
On a consolidated basis, coal revenue for the year ended December 31, 2024 was $1,787 million, which consisted of $1,683 million from the Pennsylvania Mining Complex and $104 million from the Itmann Mining Complex. The $1,787 million of coal revenue was sold into the following markets: $861 million into power generation, $564 million into industrial, and $362 million into metallurgical. The Company had consolidated coal revenue of $2,107 million for the year ended December 31, 2023, which consisted of $2,025 million from the Pennsylvania Mining Complex and $82 million from the Itmann Mining Complex. The $2,107 million of coal revenue was sold into the following markets: $1,019 million into power generation, $773 million into industrial, and $315 million into metallurgical.
The Company’s Terminal revenue consists of fees charged for coal loaded at the CONSOL Marine Terminal, which is located in the Port of Baltimore, Maryland, and provides access to international coal markets. Terminal revenues are generated from providing transloading services from rail to vessel or barge, temporary storage or stockpile facilities, as well as blending, weighing, and sampling. Terminal revenues were $88 million for the year ended December 31, 2024, compared to $106 million for the year ended December 31, 2023. See “Operational Performance - CONSOL Marine Terminal Analysis” for further information about segment results.
The Company recognizes freight revenue as the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $274 million for the year ended December 31, 2024, compared to $294 million for the year ended December 31, 2023.
Miscellaneous Other Income
Miscellaneous other income was $80 million for the year ended December 31, 2024, compared to $53 million for the year ended December 31, 2023. The change is due to the following items:
Interest income increased primarily due to the Company's investment in marketable debt securities, comprised of highly liquid U.S. Treasury securities.
Royalty income increased as a result of additional leased coal volumes related to overriding royalty agreements or coal reserve leases between the Company and third-party operators.
Contract assessment income includes penalties and fees levied against customers that did not meet the purchase obligations under their contracts with the Company. This amount also includes partial contract buyouts that involved negotiations with customers to reduce coal quantities that they otherwise were obligated to purchase under contracts in exchange for payment of certain fees to the Company, and did not impact forward contract terms.
Carbon products and materials revenue increased due to additional investments in December 2023 in coal-to-product businesses led by CONSOL Innovations LLC, our wholly-owned subsidiary.
The increase in other income was primarily related to advancements from the Company's insurance carriers related to a claim filed as a result of the Francis Scott Key Bridge collapse on March 26, 2024, which restricted vessel access to, and export capability from, the CONSOL Marine Terminal.
Operating and Other Costs
On a consolidated basis, operating and other costs were $1,271 million for the year ended December 31, 2024, compared to $1,120 million for the year ended December 31, 2023. Operating and other costs increased in the period-to-period comparison due to the following items:
Operating costs for the Pennsylvania Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. In the period-to-period comparison, operating costs - PAMC increased $33 million, primarily due to additional costs associated with ongoing inflationary pressures. See “Operational Performance - PAMC Analysis” for further information on segment operating costs.
Operating costs for the Itmann Mining Complex primarily consist of costs related to produced tons sold and costs incurred to purchase third-party metallurgical coal to blend with Itmann coal. Operating costs - Itmann Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. The $33 million increase in operating costs - Itmann Mining Complex was primarily due to increases in the volume of coal produced and the volume of purchased coal as the operations continued to ramp up toward full run-rate production.
Operating costs - Terminal primarily consist of costs related to throughput tons at the CONSOL Marine Terminal, and these costs remained consistent in the period-to-period comparison. See “Operational Performance - CONSOL Marine Terminal Analysis” for further information on segment operating costs.
The 1974 UMWA Pension Plan litigation expense of $68 million represents the net present value of payments to be made over a five-year period to the United Mine Workers of America 1974 Pension Plan in accordance with a partial motion for summary judgment filed by the Superior Court of the State of Delaware on November 8, 2024. See Note 23 - Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
Employee-related legacy liability expense increased $10 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year. See Note 15 - Pension and Other Postretirement Benefit Plans and Note 16 - Coal Workers' Pneumoconiosis and Workers' Compensation in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
Coal reserve holding costs decreased $8 million in the period-to-period comparison, primarily as a result of the termination/expiration of various coal leases during the year ended December 31, 2023.
Other costs consist of items that are not related to the Company's mining or terminal operations. Other costs increased $15 million in the year-over-year comparison. The increase was primarily attributable to $7 million of additional costs related to businesses led by CONSOL Innovations LLC, particularly the production of composite tools used in the aerospace industry, as well as other expenses incurred in both periods across various categories, none of which were individually material.
On a consolidated basis, depreciation, depletion and amortization costs were $621 million for the year ended December 31, 2025, compared to $224 million for the year ended December 31, 2024, comparedresulting toin $241a $398 million forincrease. The assets acquired in the Merger resulted in an additional $382 million of depreciation, depletion and amortization expense in the year ended December 31, 2023.2025. See Note 2—Merger with Arch in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for additional information. The $17remaining million decreaseincrease was primarily duethe result of additional capital expenditures at the legacy CONSOL operations and adjustments to additionalthe assetsCompany’s becomingasset fully-depreciatedretirement and a decreaseobligations in the Company'syear assetended retirementDecember obligation31, expense2025, innone theof period-to-periodwhich comparison.were individually material.
On a consolidated basis, general and administrative costs were $215 million for the year ended December 31, 2025, compared to $115 million for the year ended December 31, 2024. The $100 million increase in the period-to-period comparison was primarily due to $66 million of non-recurring Merger-related transaction costs, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. The remaining increase related to increased headcount as a combined company and an increase in long-term incentive compensation recognized related to award modifications due to the Merger. See Note 2—Merger with Arch in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for additional information.
Other Operating Income and Expense, net
Other operating income and expense, net changed by $77 million in the period-to-period comparison due to the following items:
Approximately $11 million of the increase in royalty income was due to royalty agreements acquired in the Merger. The remaining increase was largely attributable to additional leased coal volumes related to overriding royalty agreements or coal reserve leases between the Company and third-party operators.
In 2025, the Company settled with insurance carriers related to a claim filed as a result of the Francis Scott Key Bridge collapse on March 26, 2024, which restricted vessel access to, and export capability from, the Core Marine Terminal. The $9 million in the prior year period represents an advance payment related to this claim.
There were no contract assessments during the year ended December 31, 2025. Contract assessment income during the year ended December 31, 2024 was primarily the result of penalties and fees levied against customers that did not meet the purchase obligations under their contracts with the Company.
The 1974 UMWA Pension Plan litigation expense of $68 million represents the net present value of payments to be made over a five-year period to the United Mine Workers of America 1974 Pension Plan in accordance with a partial motion for summary judgment filed by the Supreme Court of the State of Delaware on November 8, 2024.
Land holding and administrative costs increased primarily due to the acquisition of various coal leases and land holdings as a result of the Merger, which totaled $16 million for the year ended December 31, 2025.
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the factors described in Part I - Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These described risks are not the only risks the Company faces. Additional risks and uncertainties not currently known to Core or that the Company currently deems to be immaterial also may materially adversely affect Core’s business, results of operations, financial condition and cash flows.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Non-Service Related Pension and Postretirement Benefit Costs”
New heading “Results of Operations: Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025”
New heading “Depreciation, Depletion and Amortization”
New heading “General and Administrative Costs”
New heading “Other Operating Income and Expense, net”
New heading “Interest Expense and Interest Income”
New heading “Operational Performance: Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025”
New heading “High CV Thermal Segment Analysis”
New heading “Metallurgical Segment Analysis”
New heading “PRB Segment Analysis”
New heading “Core Marine Terminal Segment Analysis”
Removed heading “One Big Beautiful Bill Act”
Removed heading “Executive Orders”
Largest changes
“Operational Performance: Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025”see in full comparison
“Results of Operations: Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (74)
The Company incurred fire extinguishment and idle costs of $101 million at Leer South in 2025 for which it has pursued recoveries under its relevant insurance policies. In June 2026, the Company settled the Leer South insurance claim for total recoveries of $154.5 million, of which $125.4 million and $135.1 million were recorded during the three and six months ended June 30, 2026, respectively. Of the total recoveries of $154.5 million, the portion attributable to business interruption insurance was $114.9 million, which was recorded during the three and six months ended June 30, 2026.
The Company incurred fire extinguishment and idle costs of $101 million at Leer South in 2025 for which it is pursuing recoveries under its relevant insurance policies. The Company’s initial advancement of insurance proceeds was $19.4 million, recorded in the third quarter of 2025. During the three months ended March 31, 2026, the Company recorded additional recoveries of $9.7 million. The Company will continue to pursue all avenues for additional recoveries.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law by the President of the U.S. Several provisions included in the OBBBA are expected to benefit the Company, including language designating U.S.-produced metallurgical coal as a “critical material” under Internal Revenue Code Section 45X (Advanced Manufacturing Production Credit), through which the Company will be eligible for a 2.5% monetizable tax credit on production-related costs beginning in 2026 and sunsetting at the end of 2029. The Company is currently evaluating the OBBBA provisions, and the determination as to the applicability and extent of the OBBBA’s provisions on the Company’s future results of operations and cash flows will be dependent upon interpretations of the law and revenue rulings issued by the U.S. Treasury Department.
Executive Orders
President Trump issued a series of executive orders in April 2025 intended to reduce the regulatory burden on U.S. coal-based power plants and to ensure the long-term preservation of the U.S. coal fleet. The Trump Administration views the coal fleet as essential to the security, resilience and reliability of the U.S. power system. Reduction of regulatory burden allows for any impediments to domestic thermal coal demand to be challenged and possibly removed so that the Company could have an increased chance to sell more of its thermal coals specifically within the U.S. The executive orders help to further de-risk the domestic thermal market in the near term.
Results of Operations: Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025
Our mines in West Virginia produce a premium metallurgical product used in the global steel industry. Our surface mines in the Powder River Basin (“PRB”) produce thermal coal for sale into domestic and international markets. Our thermal longwall mines produce a high-quality, high calorific value thermal product that can compete effectively in seaborne markets.
Consolidated revenues in the three months ended MarchJune 31,30, 2026 were $67$39 million higher than the three months ended MarchJune 31,30, 2025 due to increases in the High CV Thermal, Metallurgical, PRBMetallurgical and Core Marine Terminal segments of $11$6 million, $38 million, $13$66 million and $3$4 million, respectively.respectively, which were partially offset by a decrease in the PRB segment of $39 million. The increase in the High CV Thermal segment was mainly due to slightly higher sales tons coupled with higher pricing related to increased export logistics and transportation obligations. The increase in the Metallurgical segment was primarily attributable to increased metallurgical coal benchmark pricing coupled with higher sales tons. In the High CV Thermal and PRB segments, increased sales tons were partially offset byand a weakenedmore pricingfavorable environment.product Inmix. The decrease in the CorePRB Marinesegment Terminalwas segment,largely revenues increased primarily dueattributable to improvedlower pricingsales andtons higherin throughputthe tons.current year period. See the discussion in “Operational Performance” below for further information about segment results.
Cost of sales includes items such as direct operating costs, royalties, production taxes and credits, direct administration costs and transportation costs. Our consolidated cost of sales in the three months ended MarchJune 31,30, 2026 increaseddecreased $9$24 million compared to the three months ended MarchJune 31,30, 2025 principally due to decreases in the Metallurgical and PRB segments of $21 million and $15 million, respectively, partially offset by increases in the High CV Thermal and PRBCore Marine Terminal segments of $30$17 million inand each$2 segmentmillion, primarilyrespectively. due to increased sales tons. These increases were partially offset by aThe decrease in the Metallurgical segment of $40 million,was primarily due to a production decrease at our higher-cost continuous miner operations as well as the $36 millionimpact of fireSection and45X idletax costscredits, partially offset by a production increase at our lower-cost longwall operations. The decrease in the priorPRB yearsegment periodwas associatedlargely with the combustion-related event at the Leer South mine compareddue to insurancelower reimbursementssales of $10 milliontons in the current year period, partially offset by increased sales tons.period. The increased costsincrease in the currentHigh yearCV periodThermal weresegment partiallywas offsetprimarily byrelated Sectionto 45Xincreased taxexport credits.logistics Inand addition,transportation obligations compared to the prior year resultsperiod. includedThe operatingremaining overheaddecrease andin certaincost actuarialof sales was largely due to lower non-active mining costs thatwhen didcompared notto recur.the prior year period. See the discussion in “Operational Performance” below for further information about segment results.
On a consolidated basis, depreciation, depletion and amortization costs were $146$167 million for the three months ended MarchJune 31,30, 2026, compared to $122$169 million for the three months ended MarchJune 31,30, 2025,2025. resultingThe decrease was due to various items, none of which were individually significant in aeither $25 million increase. The increase was primarily attributable to additional assets placed into service.period.
On a consolidated basis, general and administrative costs were $36$27 million for the three months ended MarchJune 31,30, 2026, compared to $89$35 million for the three months ended MarchJune 31,30, 2025. The $53$8 million decrease in the period-to-period comparison was primarily due to non-recurring Merger-related transaction costs incurredand duringongoing thesynergies, threespecifically months ended March 31, 2025, including fees paidrelated to financial,lower legalprofessional and accountingconsulting advisors,services and severance and benefit costs, filingas feeswell and debt restructuring costs. The remaining decrease related toas lower headcount resulting from the synergies of the Merger.headcount.
InsuranceBusiness interruption insurance proceeds recorded in the three months ended MarchJune 31,30, 2026 related to the finalLeer resolution of the Francis Scott Key Bridge collapse business interruptionSouth insurance claim.
Other includes various items, none of which were individually significant in either period.
On a consolidated basis, interest expense was $11$12 million for the three months ended MarchJune 31,30, 2026, compared to $8$10 million for the three months ended MarchJune 31,30, 2025. The $3$2 million increase in the period-to-period comparison was primarily due to additional interest on the Series 2025 Bonds (as defined below), as well as interest incurred on new equipment financing arrangements and increased fees associated with the Company’s Receivables Financing Agreement as a result of the July 2025 amendment.arrangements.
Non-Service Related Pension and Postretirement Benefit Costs
Non-service related pension and postretirement benefit costs decreased $1 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year.
Results of Operations: Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
Revenues
Consolidated revenues in the six months ended June 30, 2026 were $106 million higher than the six months ended June 30, 2025 due to increases in the High CV Thermal, Metallurgical and Core Marine Terminal segments of $16 million, $104 million and $7 million, respectively, partially offset by a decrease in the PRB segment of $26 million. The increase in the High CV Thermal segment was mainly due to higher sales tons, partially offset by weakened pricing. The increase in the Metallurgical segment was primarily attributable to higher sales tons and a more favorable product mix. The decrease in the PRB segment was largely attributable to lower sales tons. See the discussion in “Operational Performance” below for further information about segment results.
Cost of Sales
Our consolidated cost of sales in the six months ended June 30, 2026 decreased $15 million compared to the six months ended June 30, 2025 primarily due to a $61 million decrease in the Metallurgical segment, partially offset by increases in the High CV Thermal, PRB and Core Marine Terminal segments of $47 million, $16 million and $2 million, respectively. The decrease in the Metallurgical segment was primarily due to a production decrease at our higher-cost continuous miner operations as well as the impact of Section 45X tax credits, partially offset by a production increase at our lower-cost longwall operations. The increase in the High CV Thermal segment was primarily related to increased export logistics and transportation obligations compared to the prior year period. Our operations were impacted by increased electricity, fuel and explosives costs due to higher commodity prices compared to the prior year. The remaining decrease in cost of sales was largely due to lower non-active mining costs when compared to the prior year period. See the discussion in “Operational Performance” below for further information about segment results.
Depreciation, Depletion and Amortization
On a consolidated basis, depreciation, depletion and amortization costs were $313 million for the six months ended June 30, 2026, compared to $291 million for the six months ended June 30, 2025, resulting in a $22 million increase. The increase was primarily attributable to additional assets placed into service.
General and Administrative Costs
On a consolidated basis, general and administrative costs were $63 million for the six months ended June 30, 2026, compared to $124 million for the six months ended June 30, 2025. The $61 million decrease in the period-to-period comparison was primarily due to non-recurring Merger-related transaction costs incurred during the six months ended June 30, 2025, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. The remaining decrease related to lower headcount resulting from the synergies of the Merger.
Other Operating Income and Expense, net
Other operating income and expense, net consisted of the following items:
Business interruption insurance proceeds recorded in the six months ended June 30, 2026 related to the final resolutions of the Leer South and the Francis Scott Key Bridge collapse insurance claims.
Other includes various items, none of which were individually significant in either period.
Interest Expense and Interest Income
On a consolidated basis, interest expense was $23 million for the six months ended June 30, 2026, compared to $18 million for the six months ended June 30, 2025. The $5 million increase in the period-to-period comparison was primarily due to interest incurred on new equipment financing arrangements, as well as additional interest on the Series 2025 Bonds (as defined below).
Interest income decreased $3 million in the period-to-period comparison primarily due to changes in interest rates.
Loss on debt extinguishment of $12 million was recorded in the threesix months ended MarchJune 31,30, 2025 due to the amendment of the Company’s Revolving Credit Facility and the refinancing of the Series 2025 Bonds.
Operational Performance: Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025
(a) Realized coal revenue per ton sold, cash cost of coal sold per ton and cash margin per ton sold are operating ratios derived from non-GAAP financial measures, and Adjusted EBITDA is a non-GAAP financial measure. See “How We Evaluate Our Operations - —Reconciliation of Non-GAAP Financial Measures” above for definitions and reconciliations of these amounts to the most directly comparable GAAP measures.
Adjusted EBITDA decreased $19$12 million in the period-to-period comparison, primarily due to a $4.32$2.39 decrease in realized coal revenue per ton sold, partially offset by aan 0.6 million increase in tons sold and a $0.22$0.89 decrease in cash cost of coal sold per ton. The decrease in realized coal revenue per ton sold was primarily duerelated to softenedincreased internationalexport markets,logistics whichand weighedtransportation onobligations Newcastlecompared prices,to coupledthe withprior weakyear demand in Europe, which weighed on API2 pricing.period. The decrease in cash cost of coal sold per ton was primarily due to higherthe salesimpact tonsof toSection absorb45X fixedtax costscredits on a per ton basis compared toin the priorcurrent year period.
Adjusted EBITDA increased $202 million in the period-to-period comparison, primarily due to insurance recoveries related to the Leer South insurance claim of $125 million in the current year period compared to fire extinguishment and idle costs of $21 million in the prior year period. Current year adjusted EBITDA was also positively impacted by a $9.91 increase in realized coal revenue per ton sold and a $10.28 decrease in cash cost of coal sold per ton. The increase in realized coal revenue per ton sold largely related to increased coal benchmark pricing and a more favorable product mix when compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to higher sales tons from restarting our Leer South longwall mine, which has a lower operating cost per ton than our continuous miner operations, as well as the impact of Section 45X tax credits.
Adjusted EBITDA increased $78 million in the period-to-period comparison, primarily due to a $13.77 increase in realized coal revenue per ton sold and higher tons sold. Metallurgical coal benchmark prices increased compared to the prior year period due to stronger demand. In addition, the Leer South mine was fully operational in the current year period compared to being idled in the prior year period due to the combustion-related event. Prior year Adjusted EBITDA was negatively impacted by $36 million of costs incurred associated with this incident, whereas insurance reimbursements of $10 million were recorded in the current year period.
Adjusted EBITDA decreased $18$22 million in the period-to-period comparison, primarily due to a $1.202.4 million decrease in tons sold and a $1.45 increase in cash cost of coal sold per ton,ton. partiallyIn offsetaddition byto higherlower tonssales sold. The increase intons, cash cost of coal sold per ton was largelynegatively attributableimpacted toby increased fuel and explosives costs due to higher commoditydiesel prices, as well as increased maintenance costsprices compared to the prior year period.
Adjusted EBITDA increased $3 million in the period-to-period comparison, primarily due to increased throughput tons as well as favorable pricing. Throughput volumes at the Core Marine Terminal were 4.85.2 million tons for the three months ended MarchJune 31,30, 2026, compared to 4.34.9 million tons for the three months ended MarchJune 31,30, 2025.
Operational Performance: Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
The following table presents results by reportable segment:
(a) Realized coal revenue per ton sold, cash cost of coal sold per ton and cash margin per ton sold are operating ratios derived from non-GAAP financial measures, and Adjusted EBITDA is a non-GAAP financial measure. See “How We Evaluate Our Operations—Reconciliation of Non-GAAP Financial Measures” above for definitions and reconciliations of these amounts to the most directly comparable GAAP measures.
High CV Thermal Segment Analysis
Adjusted EBITDA decreased $31 million in the period-to-period comparison, primarily due to a $3.26 decrease in realized coal revenue per ton sold, which was partially offset by a $0.50 decrease in cash cost of coal sold per ton and higher tons sold. The decrease in realized coal revenue per ton sold was principally related to increased export logistics and transportation obligations compared to the prior year period. The decrease in cash cost of coal sold per ton was largely due to higher sales tons to absorb fixed costs on a per ton basis compared to the prior year period.
Metallurgical Segment Analysis
Adjusted EBITDA increased $280 million in the period-to-period comparison, primarily due to insurance recoveries related to the Leer South insurance claim of $135 million in the current year period compared to fire extinguishment and idle costs of $58 million in the prior year period. Current year adjusted EBITDA was also positively impacted by an $11.92 increase in realized coal revenue per ton sold and a $4.53 decrease in cash cost of coal sold per ton. The increase in realized coal revenue per ton sold largely related to increased coal benchmark pricing and a more favorable product mix when compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to higher sales tons from restarting our Leer South longwall mine, which has a lower operating cost per ton than our continuous miner operations, as well as the impact of Section 45X tax credits.
PRB Segment Analysis
Adjusted EBITDA decreased $40 million in the period-to-period comparison, primarily due to a 1.2 million decrease in tons sold and a $1.24 increase in cash cost of coal sold per ton. In addition to lower sales tons, cash cost of coal sold per ton was negatively impacted by increased fuel and explosives costs due to higher diesel prices compared to the prior year period.
Core Marine Terminal Segment Analysis
Adjusted EBITDA increased $5 million in the period-to-period comparison, primarily due to increased throughput tons as well as favorable pricing. Throughput volumes at the Core Marine Terminal were 10.0 million tons for the six months ended June 30, 2026, compared to 9.2 million tons for the six months ended June 30, 2025.
The Company’s potential sources of liquidity include cash generated from operating activities, cash on hand, short-term investments, borrowings under the Revolving Credit Facility and Receivables Financing Agreement (which are discussed and defined below) and, if necessary, the ability to issue equity or debt securities. The Company believes that cash generated from these sources, without needing to issue equity or debt securities, will be sufficient to meet its short-term working capital requirements, long-term capital expenditure requirements and debt servicing obligations, as well as to provide required letters of credit or surety bonds necessary for the Company’s operations.
Our total liquidity as of MarchJune 31,30, 2026 was comprised of the following:
Events that negatively impact our operations, overall financial condition and liquidity could result in our inability to comply with the Revolving Credit Facility’s financial covenants. This could limit our ability to borrow under the Revolving Credit Facility if we are unable to obtain necessary waivers or amendments. The Company expects to maintain adequate liquidity through its net cash provided by operating activities andactivities, cash and cash equivalents on hand,hand and short-term investments, as well as the Revolving Credit Facility and its Receivables Financing Agreement, to fund its working capital needs and capital expenditures in the short-term and long-term.
The global landscape on rates and the scope of tariffs imposed on goods imported into and out of the U.S. from multiple countries around the world continues to evolve and be uncertain, as the U.S. Government continues to negotiate its position with multiple countries and across various industries and goods. While the evolving global trade landscape relating to tariffs and retaliatory trade measures imposed by other countries on U.S. goods has not yet had a significant impact on our business or results of operations as of MarchJune 31,30, 2026, this and the potential for additional changes in U.S. or international trade policy have increased uncertainty regarding the ultimate effect of the tariffs on economic conditions and could lead to further weakened business conditions for the coal industry.
At MarchJune 31,30, 2026, the Company had a $133$134 million fund in place that will cover, in part, future reclamation costs of the thermal assets in the PRB. Additionally, the Company maintains $17$19 million in water treatment trust funds that will fund future water treatment obligations in Pennsylvania, as well as replace surety bonds and related collateral requirements. The Company expects to continue to contribute a minimum of $2 million per year to the water treatment trust funds. These amounts are included in Funds for Asset Retirement Obligations on the Condensed Consolidated Balance Sheets.
In December 2024, the Office of Workers’ Compensation Programs (the “OWCP”) issued a final rule revising the regulations under the Black Lung Benefits Act related to self-insurance by coal mine operators. Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator’s projected black lung liabilities. The rule became effective on January 13, 2025, and operators were required to remit the increased security amount within one year. The final rule, including any assessments, is subject to appeal. In February 2025, the Company received letters from the OWCP that additional guidance regarding the final rule will be provided at a future date. In July 2026, the OWCP published proposed rule changes to the Black Lung Benefits Act, which eliminates the 100% collateral requirement for all operators, and proposes a complex financial review to be conducted to calculate a Composite Solvency Score (“CSS”) for each operator. The CSS determines the percentage of security that companies will be required to provide relative to total black lung liabilities. The Company is currently evaluating the potential impacts of the proposed rule, and any increased security requirement as a result of these proposed changes could adversely impact our financial position and liquidity.
The Company participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company’s consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Condensed Consolidated Balance Sheet at MarchJune 31,30, 2026. The various multi-employer benefit plans are discussed in Note 17 - —Other Employee Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company’s total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $1 million and $2 million for both the threesix months ended MarchJune 31,30, 2026 and 2025.2025, respectively. The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items that are not reflected on the Condensed Consolidated Balance Sheet at MarchJune 31,30, 2026. Management believes these items will expire without being funded. See Note 14 - —Commitments and Contingent Liabilities in the Notes to the Condensed Consolidated Financial Statements included in this Report for additional details of the various financial guarantees that have been issued by the Company.
Net cash provided by (used in) operating activities changedincreased by $229$259 million in the period-to-period comparison primarily due to increased segment earnings, including recoveries related to the Leer South insurance claim, as well as the payment of non-recurring Merger-related expenditures in the threesix months ended MarchJune 31,30, 2025, increased segment earnings when compared to the prior year period and other working capital changes.2025.
CNR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-30 | Keating Ronald C |
Grant/award | 1,390 | — | — |
| 2026-04-30 | Doheny Edward L Ii |
Grant/award | 1,390 | — | — |
Well-known investors holding CNR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| DME Capital Management (Greenlight Capital, David Einhorn) | 2026-06-30 | 2,283,200 | $182.7M | 4.67% | Added 23% |
| Millennium Management (Israel Englander) | 2026-06-30 | 368,617 | $29.5M | 0.02% | Reduced 18% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 175,091 | $14.0M | 0.0% | Added 1891% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 21,011 | $1.7M | 0.0% | Added 40% |
| D. E. Shaw & Co. | 2026-06-30 | 20,765 | $1.7M | 0.0% | Added 61% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 8,858 | $708.8K | 0.0% | Reduced 96% |
| Renaissance Technologies | 2026-06-30 | 5,400 | $432.1K | 0.0% | Reduced 16% |