Core Natural Resources, Inc.

Previous wording

On January 13, 2025, an 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 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 was largely unaffected 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 and begin restoring pumpable seals to the affected area in the wake of an increase in carbon monoxide levels. The Company is working closely with federal and state officials on a plan to recover and reposition the longwall equipment by the end of October, with the objective of resuming longwall production shortly thereafter.

Current wording

On January 13, 2025, an 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 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 was largely unaffected 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 and begin restoring pumpable seals to the affected area in the wake of an increase in carbon monoxide levels. The Company has continued to work closely with federal and state officials on a plan to recover and reposition the longwall equipment and is currently waiting on approval of the plan by the federal Mine Safety and Health Administration; however, this has been delayed due to the government shutdown.

Previous wording

The Company currently expects to incur fire extinguishment and idle costs of $20 million to $30 million at Leer South in the third quarter of 2025. The Company expects insurance recoveries associated with developments at Leer South to exceed $100 million.

Current wording

The Company currently expects to incur fire extinguishment and idle costs of $15 million to $25 million at Leer South in the fourth quarter of 2025. Our initial advancement of insurance proceeds was $19.4 million, and the Company will continue to pursue all avenues for additional recoveries as we work to reopen the mine.

Previous wording

On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law by the President of the United States. 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 United States Treasury Department.

Current wording

On July 4, 2025, H.R. 1, 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.

Previous wording

The Merger joined two proven leadership teams and operating platforms to establish Core, a premier North American coal producer and exporter of high-quality, low-cost coals with offerings ranging from metallurgical to high calorific value thermal coals. With mining operations and terminal facilities across six states, Core owns 11 mines, including one of the largest, lowest cost and highest calorific value thermal coal mining complexes in North America and one of the largest, lowest cost and highest quality metallurgical coal mine portfolios in the United States. Core also has access to global markets via ownership interests in two export terminals on the U.S. Eastern seaboard, along with strategic connectivity to ports on the West Coast and the Gulf of America. The combined company expects to realize meaningful operating synergies through the optimization of support functions, greatly enhanced marketing opportunities and a significantly expanded logistics network, which will enhance the Company's ability to deliver coal reliably and efficiently to its global customers.

Current wording

The Merger joined two proven leadership teams and operating platforms to establish Core, a premier North American coal producer and exporter of high-quality, low-cost coals with offerings ranging from metallurgical to high calorific value and other thermal coals. With mining operations and terminal facilities across six states, Core owns 11 mines, including one of the largest, lowest cost and highest calorific value thermal coal mining complexes in North America and one of the largest, lowest cost and highest quality metallurgical coal mine portfolios in the U.S. Core also has access to global markets via ownership interests in two export terminals on the U.S. Eastern seaboard, along with strategic connectivity to ports on the West Coast and the Gulf of America. The combined company expects to realize meaningful operating synergies through the optimization of support functions, greatly enhanced marketing opportunities and a significantly expanded logistics network, which will enhance the Company's ability to deliver coal reliably and efficiently to its global customers.

Previous wording

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) adjusted EBITDA, a non-GAAP financial measure; (ii) coal production and sales volumes; (iii) realized coal revenue, a non-GAAP financial measure; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) realized coal revenue per ton sold, an operating ratio derived from non-GAAP financial measures; (vi) cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; and (vii) cash margin per ton sold, an operating ratio derived from non-GAAP financial measures, defined as realized coal revenue per ton sold less cash cost of coal sold per ton.

Current wording

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) coal production and sales volumes; (ii) realized coal revenue, a non-GAAP financial measure; (iii) realized coal revenue per ton sold, an operating ratio derived from non-GAAP financial measures; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; (vi) cash margin per ton sold, an operating ratio derived from non-GAAP financial 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.

Previous wording

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 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 GAAP measures by adjusting for certain non-operating or non-cash transactions. Each of these non-GAAP measures 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:

Current wording

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 GAAP measures 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. Each of these non-GAAP measures 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:

Previous wording

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 a reconciliation by reportable segment of realized coal revenue and realized coal revenue per ton sold to revenues, the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands, except per ton information).

Current wording

We define realized coal revenue as revenues reported in the Consolidated Statements of Income (Loss) 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):

Previous wording

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.

Current wording

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):

Previous wording

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 loss on debt extinguishment and (iii) other adjustments, such as stock-based compensation and Merger-related expenses. Adjusted EBITDA may also be adjusted for items that 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.

Current wording

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 loss on debt extinguishment and (iii) other adjustments, such as stock-based compensation and Merger-related expenses. Adjusted EBITDA may also be adjusted for items that 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 following tables present reconciliations by reportable segment of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure (in thousands):

Previous wording

Our presence in the metallurgical coal market has expanded with two longwall mines and two continuous miner mines in West Virginia that produce a premium metallurgical product used in the global steel industry. Through the Merger, we also gained two thermal surface mines in the PRB, as well as another thermal longwall mine in Colorado. The PRB mines produce thermal coal for sale into domestic and international markets, while the thermal mine in Colorado produces a high-quality, high calorific value thermal product that can compete effectively in seaborne markets.

Current wording

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.

Previous wording

Consolidated revenues in the three months ended June 30, 2025 were $611 million higher than the three months ended June 30, 2024. As a result of the Merger, the legacy Arch operations contributed $513 million of revenues in the three months ended June 30, 2025, primarily from coal sales in the metallurgical and PRB segments. The revenues of legacy CONSOL's PAMC increased $85 million in the period-to-period comparison, primarily due to increased sales tons. The revenues of legacy CONSOL's Itmann mine increased $3 million in the period-to-period comparison. The revenues of the Baltimore Marine Terminal increased $10 million in the period-to-period comparison, primarily due to the negative impacts of the Francis Scott Key Bridge collapse during the second quarter of 2024. See the discussion in “Operational Performance” below for further information about segment results.

Current wording

Consolidated revenues in the three months ended September 30, 2025 were $449 million higher than the three months ended September 30, 2024. As a result of the Merger, the legacy Arch operations contributed $513 million of revenues in the three months ended September 30, 2025, primarily from coal sales in the Metallurgical and PRB segments. The revenues of legacy CONSOL's PAMC decreased $53 million in the period-to-period comparison, primarily due to lower sales tons and reduced realization. The revenues of legacy CONSOL's Itmann mine decreased $7 million in the period-to-period comparison, primarily due to lower sales tons and reduced metallurgical coal benchmark pricing. The revenues of the Baltimore Marine Terminal decreased $4 million in the period-to-period comparison, primarily due to lower throughput volumes. See the discussion in “Operational Performance” below for further information about segment results.

Previous wording

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 three months ended June 30, 2025 increased $569 million compared to the three months ended June 30, 2024. As a result of the Merger, the legacy Arch operations incurred cost of sales of $511 million during the three months ended June 30, 2025. Cost of sales at legacy CONSOL's PAMC and the Itmann mine increased $64 million in the period-to-period comparison, primarily due to increased sales tons. Cost of sales at the Baltimore Marine Terminal increased $1 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 $7 million decrease in the period-to-period comparison was the result of additional operating overhead and certain actuarial costs during the three months ended June 30, 2024.

Current wording

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 three months ended September 30, 2025 increased $473 million compared to the three months ended September 30, 2024. As a result of the Merger, the legacy Arch operations incurred cost of sales of $482 million during the three months ended September 30, 2025. Cost of sales at legacy CONSOL's PAMC and the Itmann mine decreased $15 million in the period-to-period comparison, primarily due to decreased sales tons. Cost of sales at the Baltimore Marine Terminal increased $1 million in the period-to-period comparison. See the discussion in “Operational Performance” below for further information about segment results. The remaining $5 million increase in the period-to-period comparison was the result of additional operating overhead and certain actuarial costs during the three months ended September 30, 2025.

Previous wording

On a consolidated basis, depreciation, depletion and amortization costs were $169 million for the three months ended June 30, 2025, compared to $55 million for the three months ended June 30, 2024, resulting in a $114 million increase. The assets acquired in the Merger resulted in an additional $98 million of depreciation, depletion and amortization expense in the three months ended June 30, 2025. See Note 2 - Merger with Arch in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information. The remaining increase was primarily the result of additional capital expenditures at the legacy CONSOL operations and adjustments to the Company's asset retirement obligations in the three months ended June 30, 2025, none of which were individually material.

Current wording

On a consolidated basis, depreciation, depletion and amortization costs were $151 million for the three months ended September 30, 2025, compared to $53 million for the three months ended September 30, 2024, resulting in a $98 million increase. The assets acquired in the Merger resulted in an additional $93 million of depreciation, depletion and amortization expense in the three months ended September 30, 2025. See Note 2 - Merger with Arch in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information. The remaining increase was primarily the result of additional capital expenditures at the legacy CONSOL operations and adjustments to the Company's asset retirement obligations in the three months ended September 30, 2025, none of which were individually material.

Previous wording

On a consolidated basis, general and administrative costs were $35 million for the three months ended June 30, 2025, compared to $21 million for the three months ended June 30, 2024. The $14 million increase in the period-to-period comparison was primarily due to increased headcount as a combined company, as well as non-recurring transaction costs, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs, as a result of the Merger. See Note 2 - Merger with Arch in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Current wording

On a consolidated basis, general and administrative costs were $34 million for the three months ended September 30, 2025, compared to $36 million for the three months ended September 30, 2024. The $2 million decrease in the period-to-period comparison was primarily due to non-recurring transaction costs, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs, incurred during the three months ended September 30, 2024 as a result of the Merger, partially offset by increased headcount as a combined company. See Note 2 - Merger with Arch in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Previous wording

On a consolidated basis, interest expense was $10 million for the three months ended June 30, 2025, compared to $5 million for the three months ended June 30, 2024. The $5 million increase in the period-to-period comparison was primarily due to interest incurred on the WVEDA Bonds (as defined below), as well as interest incurred on additional equipment financing arrangements entered into during the three months ended June 30, 2025.

Current wording

On a consolidated basis, interest expense was $11 million for the three months ended September 30, 2025, compared to $5 million for the three months ended September 30, 2024. The $6 million increase in the period-to-period comparison was primarily due to interest incurred on the WVEDA Bonds (as defined below), as well as interest incurred on additional equipment financing arrangements.

Previous wording

Interest income increased $2 million in the period-to-period comparison, primarily as a result of additional cash investments.

Current wording

Interest income increased $3 million in the period-to-period comparison primarily as a result of increased cash and cash equivalents.

Previous wording

The Company evaluates the performance of its segments utilizing Adjusted EBITDA and various productivity metrics. Adjusted EBITDA measures the operating performance of the Company's segments and is used to allocate resources to the Company's segments. The following table presents results by reportable segment for each of the periods indicated.

Current wording

The Company evaluates the performance of its segments utilizing Adjusted EBITDA and various productivity metrics. Adjusted EBITDA measures the operating performance of the Company's segments and is used to allocate resources to the Company's segments. The following table presents results by reportable segment:

Previous wording

(1) Adjusted EBITDA is a non-GAAP financial measure, and 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. 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.

Current wording

(1) 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.

Previous wording

Adjusted EBITDA increased $23 million in the period-to-period comparison, primarily due to the 1.7 million ton increase in PAMC sales volumes quarter-over-quarter, despite reduced realization. Realized coal revenue per ton sold was negatively impacted by softened international markets, which weighed on Newcastle prices, coupled with weak demand in Europe, which weighed on API2 pricing.

Current wording

Adjusted EBITDA decreased $57 million in the period-to-period comparison, primarily due to reduced realization and a 0.3 million ton decrease in PAMC sales volumes quarter-over-quarter. Realized coal revenue per ton sold was negatively impacted by softened international markets, which weighed on Newcastle prices, coupled with weak demand in Europe, which weighed on API2 pricing.

Previous wording

All metallurgical assets, except Itmann, were acquired in the Merger, resulting in additional sales volumes of 2.0 million tons, realized coal revenue of $206 million and cash cost of coal sold of $183 million in the three months ended June 30, 2025. However, realized coal revenue per ton sold was significantly impacted by reduced metallurgical coal benchmark prices during the three months ended June 30, 2025, which remained challenged due to surplus production within the industry and weak demand. Adjusted EBITDA was also impacted by $21 million of costs incurred during the current quarter related to the combustion incident at the Leer South mine.

Current wording

All Metallurgical segment operations, except Itmann, were acquired in the Merger, resulting in additional sales volumes of 2.1 million tons, realized coal revenue of $210 million and cash cost of coal sold of $191 million in the three months ended September 30, 2025. However, realized coal revenue per ton sold was significantly impacted by reduced metallurgical coal benchmark prices during the three months ended September 30, 2025, which remained challenged due to surplus production within the industry and weak demand. Adjusted EBITDA was also impacted by $18 million of costs incurred during the current quarter related to the combustion incident at the Leer South mine, offset by $19 million of insurance reimbursements.

Previous wording

The PRB assets were acquired in the Merger and, as such, there was no activity during the three months ended June 30, 2024. The PRB segment produced and sold 12.6 million tons in the three months ended June 30, 2025. Adjusted EBITDA was $16 million in the current quarter.

Current wording

The PRB segment operations were acquired in the Merger and, as such, there was no activity during the three months ended September 30, 2024. The PRB segment produced 12.9 million tons and sold 13.0 million tons in the three months ended September 30, 2025. Adjusted EBITDA was $14 million in the current quarter.

Previous wording

Adjusted EBITDA for the six months ended June 30, 2025 was $28 million, compared to $23 million for the six months ended June 30, 2024. In 2024, throughput volumes and revenue from those volumes were interrupted until May 20, 2024 as a result of the Francis Scott Key Bridge collapse. Accordingly, throughput volumes at the Baltimore Marine Terminal were 9.2 million tons for the six months ended June 30, 2025, compared to 6.8 million tons for the six months ended June 30, 2024. Baltimore Marine Terminal revenue was $44 million for the six months ended June 30, 2025, compared to $37 million for the six months ended June 30, 2024.

Current wording

Adjusted EBITDA for the three months ended September 30, 2025 was $12 million, compared to $17 million for the three months ended September 30, 2024. Throughput volumes at the Baltimore Marine Terminal were 4.0 million tons for the three months ended September 30, 2025, compared to 4.7 million tons for the three months ended September 30, 2024. Baltimore Marine Terminal revenue was $20 million for the three months ended September 30, 2025, compared to $24 million for the three months ended September 30, 2024.

Previous wording

Consolidated revenues in the six months ended June 30, 2025 were $1,082 million higher than the six months ended June 30, 2024. As a result of the Merger, the legacy Arch operations contributed $1,019 million of revenues in the six months ended June 30, 2025, primarily from coal sales in the metallurgical and PRB segments. The revenues of legacy CONSOL's PAMC increased $63 million in the period-to-period comparison, primarily due to increased sales tons. Revenues from legacy CONSOL's Itmann mine decreased $7 million in the period-to-period comparison. The revenues of the Baltimore Marine Terminal increased $7 million in the period-to-period comparison, primarily due to the negative impacts of the Francis Scott Key Bridge collapse during the second quarter of 2024. See the discussion in “Operational Performance” below for further information about segment results.

Current wording

Consolidated revenues in the nine months ended September 30, 2025 were $1,531 million higher than the nine months ended September 30, 2024. As a result of the Merger, the legacy Arch operations contributed $1,532 million of revenues in the nine months ended September 30, 2025, primarily from coal sales in the Metallurgical and PRB segments. The revenues of legacy CONSOL's PAMC increased $9 million in the period-to-period comparison, primarily due to increased sales tons. Revenues from legacy CONSOL's Itmann mine decreased $14 million in the period-to-period comparison, primarily due to reduced metallurgical coal benchmark prices. The revenues of the Baltimore Marine Terminal increased $4 million in the period-to-period comparison, primarily due to the negative impacts of the Francis Scott Key Bridge collapse during the second quarter of 2024. See the discussion in “Operational Performance” below for further information about segment results.

Previous wording

Our consolidated cost of sales in the six months ended June 30, 2025 increased $1,085 million compared to the six months ended June 30, 2024. As a result of the Merger, the legacy Arch operations incurred cost of sales of $1,013 million during the six months ended June 30, 2025. Cost of sales at legacy CONSOL's PAMC and the Itmann mine increased $58 million in the period-to-period comparison, primarily due to increased sales tons. Cost of sales at the Baltimore Marine Terminal increased $2 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 $12 million increase was the result of additional operating overhead and certain actuarial costs, as well as costs incurred at the Company's idled locations, during the six months ended June 30, 2025.

Current wording

Our consolidated cost of sales in the nine months ended September 30, 2025 increased $1,558 million compared to the nine months ended September 30, 2024. As a result of the Merger, the legacy Arch operations incurred cost of sales of $1,495 million during the nine months ended September 30, 2025. Cost of sales at legacy CONSOL's PAMC and the Itmann mine increased $43 million in the period-to-period comparison, primarily due to increased sales tons. Cost of sales at the Baltimore 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 $17 million increase was the result of additional operating overhead and certain actuarial costs, as well as costs incurred at the Company's idled locations, during the nine months ended September 30, 2025.

Previous wording

On a consolidated basis, depreciation, depletion and amortization costs were $291 million for the six months ended June 30, 2025, compared to $112 million for the six months ended June 30, 2024, resulting in a $179 million increase. The assets acquired in the Merger resulted in an additional $165 million of depreciation, depletion and amortization expense in the six months ended June 30, 2025. See Note 2 - Merger with Arch in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information. The remaining increase was primarily the result of additional capital expenditures at the legacy CONSOL operations and adjustments to the Company's asset retirement obligations in the six months ended June 30, 2025, none of which were individually material.

Current wording

On a consolidated basis, depreciation, depletion and amortization costs were $442 million for the nine months ended September 30, 2025, compared to $165 million for the nine months ended September 30, 2024, resulting in a $277 million increase. The assets acquired in the Merger resulted in an additional $258 million of depreciation, depletion and amortization expense in the nine months ended September 30, 2025. See Note 2 - Merger with Arch in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information. The remaining increase was primarily the result of additional capital expenditures at the legacy CONSOL operations and adjustments to the Company's asset retirement obligations in the nine months ended September 30, 2025, none of which were individually material.

Previous wording

On a consolidated basis, general and administrative costs were $124 million for the six months ended June 30, 2025, compared to $42 million for the six months ended June 30, 2024. The $82 million increase in the period-to-period comparison was primarily due to increased headcount as a combined company, an increase in long-term incentive compensation recognized in relation to award modifications due to the Merger, and non-recurring transaction costs, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs, as a result of the Merger. See Note 2 - Merger with Arch in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Current wording

On a consolidated basis, general and administrative costs were $158 million for the nine months ended September 30, 2025, compared to $78 million for the nine months ended September 30, 2024. The $81 million increase in the period-to-period comparison was primarily due to increased headcount as a combined company, an increase in long-term incentive compensation recognized in relation to award modifications due to the Merger and non-recurring transaction costs, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs, as a result of the Merger. See Note 2 - Merger with Arch in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Previous wording

On a consolidated basis, interest expense was $18 million for the six months ended June 30, 2025, compared to $10 million for the six months ended June 30, 2024. The $8 million increase in the period-to-period comparison was primarily due to interest incurred on the WVEDA Bonds, as well as interest incurred on additional equipment financing arrangements entered into during the six months ended June 30, 2025 and increased fees associated with the Company's Revolving Credit Facility (as defined below) as a result of the January 2025 amendment.

Current wording

On a consolidated basis, interest expense was $29 million for the nine months ended September 30, 2025, compared to $15 million for the nine months ended September 30, 2024. The $14 million increase in the period-to-period comparison was primarily due to interest incurred on the WVEDA Bonds, as well as interest incurred on additional equipment financing arrangements and increased fees associated with the Company's Revolving Credit Facility (as defined below) as a result of the January 2025 amendment.

Previous wording

Interest income increased $4 million in the period-to-period comparison, primarily as a result of additional cash investments.

Current wording

Interest income increased $6 million in the period-to-period comparison primarily as a result of increased cash and cash equivalents.

Previous wording

Loss on debt extinguishment of $12 million was recognized in the six months ended June 30, 2025 due to the amendment of the Company's Revolving Credit Facility and the refinancing of the Company's tax-exempt bonds. See Note 13 - Long-Term Debt in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Current wording

Loss on debt extinguishment of $12 million was recognized in the nine months ended September 30, 2025 due to the amendment of the Company's Revolving Credit Facility and the refinancing of the Company's tax-exempt bonds. See Note 13 - Long-Term Debt in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Previous wording

Non-service related pension and postretirement benefit costs increased $4 million in the period-to-period comparison, primarily due to the impact of changes in actuarial assumptions made at the beginning of each year and as a result of the Merger.

Current wording

Non-service related pension and postretirement benefit costs increased $6 million in the period-to-period comparison, primarily due to the impact of changes in actuarial assumptions made at the beginning of each year and as a result of the Merger.

Previous wording

The following table presents results by reportable segment for each of the periods indicated.

Current wording

The following table presents results by reportable segment:

Previous wording

(1) Adjusted EBITDA is a non-GAAP financial measure, and 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. 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.

Current wording

(1) 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.

Previous wording

Adjusted EBITDA decreased $8 million in the period-to-period comparison, primarily due to a $5.87 decrease in realized coal revenue per ton sold as international markets continued to soften, which weighed on Newcastle prices, coupled with weak demand in Europe, which weighed on API2 pricing. The reduced realization was partially offset by a 2.0 million ton increase in PAMC sales volumes year-over-year.

Current wording

Adjusted EBITDA decreased $65 million in the period-to-period comparison, primarily due to a $5.28 decrease in realized coal revenue per ton sold as international markets continued to soften, which weighed on Newcastle prices, coupled with weak demand in Europe, which weighed on API2 pricing. The reduced realization was partially offset by a 1.6 million ton increase in PAMC sales volumes year-over-year. Additionally, the West Elk mine was acquired in the Merger, which resulted in additional sales volumes of 2.4 million tons, realized coal revenue of $121 million and cash cost of coal sold of $133 million in the nine months ended September 30, 2025.

Previous wording

All metallurgical assets, except Itmann, were acquired in the Merger, resulting in additional sales volumes of 4.2 million tons, realized coal revenue of $411 million and cash cost of coal sold of $368 million in the six months ended June 30, 2025. However, realized coal revenue per ton sold was significantly impacted by reduced metallurgical coal benchmark prices during the six months ended June 30, 2025, which remained challenged due to surplus production within the industry and weak demand. In addition to lower realization, Adjusted EBITDA was also impacted by $58 million of costs incurred during the six months ended June 30, 2025 related to the combustion incident at the Leer South mine.

Current wording

All Metallurgical segment operations, except Itmann, were acquired in the Merger, resulting in additional sales volumes of 6.3 million tons, realized coal revenue of $621 million and cash cost of coal sold of $560 million in the nine months ended September 30, 2025. However, realized coal revenue per ton sold was significantly impacted by reduced metallurgical coal benchmark prices during the nine months ended September 30, 2025, which remained challenged due to surplus production within the industry and weak demand. In addition to lower realization, Adjusted EBITDA was also impacted by $76 million of costs incurred during the nine months ended September 30, 2025 related to the combustion incident at the Leer South mine, partially offset by $19 million of insurance reimbursements.

Previous wording

The PRB assets were acquired in the Merger, and as such, there was no activity during the six months ended June 30, 2024. The PRB segment produced and sold 23.3 million tons in the six months ended June 30, 2025. Adjusted EBITDA was $43 million during the six months ended June 30, 2025.

Current wording

The PRB segment operations were acquired in the Merger, and as such, there was no activity during the nine months ended September 30, 2024. The PRB segment produced 36.2 million tons and sold 36.3 million tons in the nine months ended September 30, 2025. Adjusted EBITDA was $56 million during the nine months ended September 30, 2025.

Previous wording

Adjusted EBITDA for the three months ended June 30, 2025 was $15 million, compared to $6 million for the three months ended June 30, 2024. In 2024, throughput volumes and revenue from those volumes were interrupted until May 20, 2024 as a result of the Francis Scott Key Bridge collapse. Accordingly, throughput volumes at the Baltimore Marine Terminal were 4.9 million tons for the three months ended June 30, 2025, compared to 2.3 million tons for the three months ended June 30, 2024. Baltimore Marine Terminal revenue was $23 million for the three months ended June 30, 2025, compared to $12 million for the three months ended June 30, 2024.

Current wording

Adjusted EBITDA for the nine months ended September 30, 2025 was $41 million, compared to $40 million for the nine months ended September 30, 2024. In 2024, throughput volumes and revenue from those volumes were interrupted until May 20, 2024 as a result of the Francis Scott Key Bridge collapse. Accordingly, throughput volumes at the Baltimore Marine Terminal were 13.2 million tons for the nine months ended September 30, 2025, compared to 11.5 million tons for the nine months ended September 30, 2024. Baltimore Marine Terminal revenue was $64 million for the nine months ended September 30, 2025, compared to $60 million for the nine months ended September 30, 2024.

Previous wording

Vessel access to, and export capability from, the Baltimore Marine Terminal was restricted on March 26, 2024 after the Francis Scott Key Bridge collapsed. Management worked diligently to minimize the disruption to our business and address direct and indirect impacts to the Company and its operations, including moving coal through an alternative port on the East Coast of the United States, accelerating domestic shipments and managing ongoing expenditures. On May 20, 2024, a limited access channel in the Chesapeake Bay was opened to commercial vessel traffic and coal shipments to international markets resumed from the Baltimore Marine Terminal. The permanent 700-foot wide, 50-foot deep channel was restored and opened on June 10, 2024.

Current wording

Vessel access to, and export capability from, the Baltimore Marine Terminal was restricted on March 26, 2024 after the Francis Scott Key Bridge collapsed. Management worked diligently to minimize the disruption to our business and address direct and indirect impacts to the Company and its operations, including moving coal through an alternative port on the East Coast of the U.S., accelerating domestic shipments and managing ongoing expenditures. On May 20, 2024, a limited access channel in the Chesapeake Bay was opened to commercial vessel traffic and coal shipments to international markets resumed from the Baltimore Marine Terminal. The permanent 700-foot wide, 50-foot deep channel was restored and opened on June 10, 2024.

Previous wording

The Company's potential sources of liquidity include cash generated from operations, cash on hand, short-term investments, borrowings under the Revolving Credit Facility and securitization facilities (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.

Current wording

The Company's potential sources of liquidity include cash generated from operations, cash on hand, 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.

Previous wording

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 operating cash flow, cash and cash equivalents on hand, and short-term investments, as well as the Revolving Credit Facility and its securitization facilities, to fund its working capital needs and capital expenditures in the short-term and long-term.

Current wording

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 operating cash flow and cash and cash equivalents on hand, 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.

Previous wording

The global landscape on rates and the scope of tariffs imposed on goods imported into and out of the United States 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 have not yet had a significant impact on our business or results of operations as of June 30, 2025, these or 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.

Current wording

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 have not yet had a significant impact on our business or results of operations as of September 30, 2025, these or 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.