CNR

Core Natural Resources, Inc.

NYSE · ENERGY · SILVER ORES

87.55

+0.24 +0.27%

USD · close Oct 21

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MKT CAP $4.3BP/E 44.0DIV YIELD 0.46%FCF YIELD 5.97%REV TTM $4.3B +28.7%NET INCOME $100.1M +385.6%NET CASH $78.4M52W 76.01 – 113.23SEC XBRL · TTM TO Invalid Date

How CNR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

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For more information, see “ Forward-Looking Statements. ” Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business • deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; • 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; • an extended decline in the prices we receive for our coal affecting our operating results and cash flows; • our customers extending existing contracts or not entering into new long-term contracts for coal on favorable terms; • our reliance on major customers; • decreases in demand and changes in coal consumption patterns of industrial end users, metallurgical coal users and electric power generators; • decreases in steel production from blast furnaces or advancement of alternative steel production technologies; • the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; • the risks and uncertainties arising from a significant portion of our production being sold in international markets and complying with foreign laws and regulations, including anti-corruption laws; • the impact of potential, as well as any adopted, regulations to address pollution and climate change, including any requirements relating to greenhouse gas emissions, on our operating costs as well as on the market for coal; • the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions; • the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations; • uncertainties in estimating our economically recoverable coal reserves; • failure to obtain or renew surety bonds or insurance coverage on acceptable terms; • exposure to employee-related long-term liabilities; • the risk of our debt agreements, our debt, access to capital markets and changes in interest rates affecting our operating results and cash 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.
For example: • demand for electricity in the U.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 U.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-volatile metallurgical coal; • demand for coal used in industrial applications depends on demand for products such as cement and brick used in construction and infrastructure projects, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables; • our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for exploration and/or development of our coal reserves, or for strategic acquisitions of assets; and • a decline in our creditworthiness, which may require us to post letters of credit, cash collateral or surety bonds to secure certain obligations, all of which would have an adverse effect on our liquidity.
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 electric power generators to shut down or move away from coal-fired generation.
In addition, demand can fluctuate widely due to a number of matters beyond our control, including: • the market price for coal; • changes in the consumption pattern of industrial consumers, electric power generators and residential end-users of electricity; • weather conditions in our markets which affect the demand for thermal coal; • competition from other coal suppliers; • the price and availability of alternative fuels and sources for electric 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 and competing sources of energy used in certain industrial applications, such as petroleum coke and metallurgical coal; • technological advances affecting energy consumption and those related to hydrogen-based steel production; • with respect to metallurgical coal, the overall demand for steel, 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; • the costs, availability and capacity of transportation infrastructure; • overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal; • international developments impacting supply of thermal and metallurgical coal, including supply side reforms promulgated in China, and continued expected growth in demand for seaborne metallurgical coal in India; • the imposition of tariffs, quotas, trade barriers and other trade protection measures; and • the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry, blast furnaces, and coal-fired power plants, and delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits.
During the year ended December 31, 2025, approximately 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 clauses 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.
The profitability of our multi-year sales contracts to supply coal 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.
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 is concentrated with a limited number of customers.
If 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.
Also, our customer base may change if 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.
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, electric power generation and industrial applications could adversely affect our business.
According to the EIA, in 2025, the domestic electric power sector accounted for approximately 92% of total U.S. coal consumption.
During the year ended December 31, 2025, the Company sold approximately 68% of its sales 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: • general economic conditions, particularly those affecting industrial electric power demand, such as a downturn in the U.S. or international economy and financial markets; • overall demand for electricity; • 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; • environmental and other governmental regulations, including those impacting coal-fired power plants; • energy conservation efforts and related governmental policies; and • other corporate environmental, social or governance initiatives to reduce dependency on and/or consumption of fossil fuels.
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.
The metallurgical coal that we produce is sold to domestic and export customers involved in the production of steel.
Over the longer term, the emergence of competitive technologies not reliant on High-Vol metallurgical coal 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 Core Marine Terminal or the Dominion Terminal that impacts their use could impair our ability to supply coal to our customers.
Transportation logistics play a critical role in allowing us to supply coal to our customers.
To reach markets and end customers, our coal may also be transported by barges or by ocean vessels loaded at terminals, including our wholly-owned Core Marine Terminal as well as the Dominion Terminal, operated by DTA, in which we own a 35% interest following the Merger.
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 Core 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 Core Marine Terminal temporarily negatively impacted our business, financial condition and results of operations.
Disruption in shipment levels over longer periods of time at our East Coast terminals could cause our customers to look to other sources for their coal needs, negatively affecting our revenues and results of operations.
We compete with coal producers in various regions of the U.S. and with some foreign coal producers for domestic sales primarily to electric power generators.
We sell coal to foreign industrial end-users, electric power generators and to the more specialized metallurgical coal market, which are significantly affected by international demand and competition.
Potential changes to international trade agreements, trade concessions or other political and economic arrangements may benefit coal producers operating in countries other than the U.S.
The U.S., European Union and other large economies have recently experienced inflation at a rate significantly higher than recent years.
Our ability to recover inflation-driven cost increases may be constrained by the terms of our contracts, the competitive nature of the contract bidding process and the economic and industry conditions prevailing in the countries to which we sell our export coal.

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Gone since FY2024

For more information, see “ Forward-Looking Statements. ” Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business • deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; • volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including future plans to eliminate coal-fired generation facilities, oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels; • an extended decline in the prices we receive for our coal affecting our operating results and cash flows; • our customers extending existing contracts or not entering into new long-term contracts for coal on favorable terms; • our reliance on major customers; • decreases in demand and changes in coal consumption patterns of industrial end users, metallurgical coal users and electric power generators; • decreases in steel production from blast furnaces or advancement of alternative steel production technologies; • the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; • the risks and uncertainties arising from a significant portion of our production being sold in international markets and complying with foreign laws and regulations, including anti-corruption laws; • the impact of potential, as well as any adopted, regulations to address pollution and climate change, including any requirements relating to greenhouse gas emissions, on our operating costs as well as on the market for coal; • the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions; • the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations; • uncertainties in estimating our economically recoverable coal reserves; • failure to obtain or renew surety bonds or insurance coverage on acceptable terms; • 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.
For example: • demand for electricity in the United States 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 States 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 volatile metallurgical coal; • demand for coal used in industrial applications depends on demand for products such as cement and brick used in construction and infrastructure projects, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables; • our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for exploration and/or development of our coal reserves, or for strategic acquisitions of assets; and • a decline in our creditworthiness, which may require us to post letters of credit, cash collateral or surety bonds to secure certain obligations, all of which would have an adverse effect on our liquidity.
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 plans by electricity generators to shut down or move away from coal-fired generation.
In addition, demand can fluctuate widely due to a number of matters beyond our control, including: • the market price for coal; • changes in the consumption pattern of industrial consumers, electricity generators and residential end-users of electricity; • weather conditions in our markets which affect the demand for thermal coal; • competition from other coal suppliers; • the price and availability of alternative fuels and sources for electricity 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, and competing sources of energy used in certain industrial applications, such as petroleum coke and metallurgical coal; • technological advances affecting energy consumption and those related to hydrogen-based steel production; • with respect to metallurgical coal, the overall demand for steel 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; • the costs, availability and capacity of transportation infrastructure; • overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal; • international developments impacting supply of thermal and metallurgical coal, including supply side reforms promulgated in China, and continued expected growth in demand for seaborne metallurgical coal in India; • the imposition of tariffs, quotas, trade barriers and other trade protection measures; and • the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry, blast furnaces, and coal-fired power plants, and delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits.
During the year ended December 31, 2024, approximately 43% 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 is 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.
The profitability of our multi-year sales coal supply contracts 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.
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.
There are inherent risks whenever a significant percentage of total revenues are concentrated with a limited number of customers.
Because a significant portion of our sales are concentrated to a few material customers, if 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.
Also, our customer base may change with deregulation as 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.
Decreases in coal consumption patterns for steel production, electricity generation and industrial applications could adversely affect our business.
According to the EIA, in 2024, the domestic electric power sector accounted for approximately 91% of total U.S. coal consumption.
In 2024, the Pennsylvania Mining Complex sold approximately 41% of its coal 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: • general economic conditions, particularly those affecting industrial electric power demand, such as a downturn in the U.S. or international economy and financial markets; • overall demand for electricity; • indirect competition from alternative fuel sources for 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; • environmental and other governmental regulations, including those impacting coal-fired power plants; • energy conservation efforts and related governmental policies; and • other corporate environmental, social or governance initiatives to reduce dependency on and/or consumption of fossil fuels.
Indirect competition from natural gas-fired plants that are relatively more efficient, less expensive to construct and less difficult to permit than coal-fired 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 power generators.
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.
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, over the longer term, 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 CONSOL Marine Terminal that impacts its use could impair our ability to supply coal to our customers.
Transportation logistics play an important role in allowing us to supply coal to our customers.
To reach markets and end customers, our coal may also be transported by barge or by ocean vessels loaded at terminals, including our CONSOL Marine Terminal and DTA, in which we own a 35% interest following the Merger.
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 CONSOL 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 CONSOL Marine Terminal temporarily negatively impacted our business, financial condition and results of operations.
Disruption in shipment levels over longer periods of time at the CONSOL Marine Terminal could cause our customers to look to other sources for their coal needs, negatively affecting our revenues and results of operations.
We compete with coal producers in various regions of the United States and with some foreign coal producers for domestic sales primarily to electric power generators.
We sell coal to foreign industrial end-users, electricity generators and to the more specialized metallurgical coal market, which are significantly affected by international demand and competition.
As a result, a substantial portion of coal production is from companies that have significantly greater resources than we do.
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.
The United States, European Union and other large economies have recently experienced inflation at a rate significantly higher than recent years.
Our efforts to recover inflation-based cost increases from our customers may be hampered as a result of the structure of our contracts and the contract bidding process as well as competitive pressure in the industry, economic conditions and the countries to which we sell our export coal.
Accordingly, substantial inflation may have an adverse impact on our business, financial position, results of operations and cash flows.
For the fiscal years ended December 31, 2024, 2023 and 2022, approximately 60%, 66% and 53%, 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, 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 a specific country's or region's political, economic or other conditions; • changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential 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 manner and we may be forced to write off these receivables; • longer sales cycles and time to collection may produce large swings in working capital from period to period; • tariffs and other international trade barriers may make our products less cost competitive; • government currency controls; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export and other regulations of the countries in which our international customers are located may adversely affect our business; • currency fluctuations may make our coal less cost competitive, affecting overseas demand for our coal, or may indirectly expose us to currency fluctuation risk; • geopolitical uncertainty or turmoil, including terrorism, war and natural disasters; and • unexpected changes in diplomatic and trade relationships.
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.

and 115 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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