Merger with Arch

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Merger with Arch

MERGER WITH ARCH:

On January 14, 2025, Core completed its previously announced merger of equals transaction with Arch, pursuant to the Merger Agreement. 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 Merger, the Company issued 24.3 million shares of its common stock, which represents approximately 45% of the issued and outstanding shares of Company common stock after giving effect to such issuance. Based upon the closing price of the Company's common stock on January 13, 2025, the equity portion of the purchase consideration was $2,481,368.

Prior to the closing of the Merger, on January 13, 2025, the Company purchased an aggregate principal amount of $98,075 of the outstanding (i) Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020, and (ii) Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2021 (together, the “Arch Bonds”), which were issued by the West Virginia Economic Development Authority for the benefit of Arch (the “Arch Bond Purchase”). The Company also consented to the release of all liens, mortgages and security interests granted or purported to be granted pursuant to the security documents relating to the Arch Bonds and to the termination of all such security documents. The $98,075 of Arch Bonds purchased by the Company constituted all of the outstanding Arch Bonds. Upon the closing of the Merger, the pre-existing contractual relationship between the Company and Arch resulting from the Arch Bond Purchase became an intercompany relationship on a consolidated basis and, as such, was effectively settled on January 14, 2025. As such, total consideration transferred includes the effect of the Arch Bond Purchase and assumed liabilities excludes the obligations that were effectively settled. The settlement of this pre-existing relationship between the Company and Arch did not result in any material gain or loss. The Arch Bonds were successfully remarketed and reissued on March 27, 2025 to third-party investors (as remarketed and reissued, the “Series 2025 Bonds”). See Note 13 - Long-Term Debt for additional information.

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 Gulf of America.

The Company applied the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations, and recognized assets acquired and liabilities assumed at their estimated fair value as of the closing date of the Merger. As the Company finalizes the estimation of the fair values of the assets acquired and liabilities assumed, the preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. The below fair values of assets acquired and liabilities assumed are based on the information that was available as of the reporting date. The Company will continue to obtain information to assist in finalizing the fair values of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. The final purchase price allocation may include changes in allocations to mineral reserves, real and personal property, asset retirement obligations and other changes to assets and liabilities. The Company expects to complete the purchase price allocation once it has received all necessary information, at which time the value of the assets acquired and liabilities assumed will be revised if necessary. Adjustments to the purchase price allocation made during the nine months ended September 30, 2025 did not have a material impact on the Company's financial results.

The following table presents the preliminary allocation of the aggregate purchase price based on estimated fair values:

	Preliminary Purchase Price Allocation
Total Equity Portion of Purchase Price Consideration	$	2,481,368
Effective Settlement of Pre-Existing Relationships	95,636
Total Consideration Transferred	$	2,577,004
Assets Acquired:
Cash and Cash Equivalents	$	217,593
Short-Term Investments	22,969
Trade Receivables, net	161,670
Other Receivables, net	6,629
Inventories	307,175
Other Current Assets	13,366
Property, Plant and Equipment, net	2,604,625
Funds for Asset Retirement Obligations	150,033
Other Noncurrent Assets, net	155,763
Total Assets Acquired	3,639,823
Liabilities Assumed:
Accounts Payable	211,227
Current Portion of Long-Term Debt	4,104
Other Accrued Liabilities	154,651
Long-Term Debt	6,667
Postretirement Benefits Other Than Pensions	37,118
Pneumoconiosis Benefits	111,313
Asset Retirement Obligations	248,773
Workers’ Compensation	36,254
Salary Retirement	786
Deferred Income Taxes	158,471
Other Noncurrent Liabilities	93,455
Total Liabilities Assumed	1,062,819
Net Assets Acquired	$	2,577,004

The fair value and gross contractual amount of receivables acquired was $168,299. The Company expects to collect the entire contractual amount.

The fair value of acquired property, plant and equipment, which primarily includes mineral reserves and real and personal property, was measured using a combination of cost and income approaches based on inputs that are not observable in the market and, as such, are Level 3 fair value measurements. Significant inputs used in the income approach included estimates of forecasted cash flows, which are impacted by the forecasted market price of coal as well as the expected timing of significant capital expenditures, among others. Significant inputs used in the cost approach included, but were not limited to, the replacement costs for similar assets, relative age of the assets, and any potential economic or functional obsolescence associated with the assets. The preliminary application of purchase accounting resulted in fair value adjustments of approximately $1.4 billion.

As part of the preliminary purchase price allocation, the Company identified certain intangible assets and liabilities related to contracts for which the contractual terms were preliminarily identified as being favorable or unfavorable in relation to current market terms. The estimated fair values of the identified intangible assets and liabilities were approximately $84 million and $37 million, which were included in Other Noncurrent Assets, net and Other Noncurrent

Liabilities, respectively, on the Consolidated Balance Sheet at September 30, 2025. The estimated fair values of the identified intangible assets and liabilities were determined using the income approach based on inputs that are not observable in the market and, as such, is a Level 3 fair value measurement. Significant inputs to the valuation of the identified intangible assets and liabilities included future revenue estimates, future cost assumptions, estimated contract renewals, a discount rate assumption and an estimated required rate of return on the assets, among others. The identified intangible assets and liabilities are amortized over each contractual term, which ranges from one to five years, or a weighted-average period of 1.6 years, which reflects the pattern in which the Company expects to consume the economic benefits of the net assets. Amortization expense was approximately $8 million and $23 million for the three and nine months ended September 30, 2025. The Company expects to recognize amortization expense of approximately 66% of the total contract value in 2025, 16% in 2026, 16% in 2027 and the remaining 2% in 2028 and 2029.

The Consolidated Statement of Income (Loss) for the nine months ended September 30, 2025 includes Revenues of $1,531,951 and a Loss Before Income Tax of $274,610 attributable to Arch since the closing of the Merger on January 14, 2025.

The table below summarizes the Company's results as though the Merger had been consummated on January 1, 2024:

	Three Months Ended September 30, 2024		Nine Months Ended September 30,
			2025		2024
Revenues (a)	$	1,172,016	$	3,173,017	$	3,499,093
Net Income (Loss) (a)	$	69,680	$	(52,109)	$	125,877

(a) Pro forma information has not been provided for the three months ended September 30, 2025 since Arch was fully consolidated for the entire period. Pro forma information for the nine months ended September 30, 2025 includes Arch's historical results for the January 1, 2025 through January 13, 2025 period prior to the Merger excluding Merger-related costs.

The unaudited pro forma information is based on historical information and is adjusted for depreciation, depletion and amortization related to the fair value adjustments of property, plant and equipment and intangible assets (as discussed above), assuming the fair value adjustments had been applied from January 1, 2024.

The unaudited pro forma financial information for the nine months ended September 30, 2024 also includes $135,022 of non-recurring pro forma adjustments (before tax) directly attributable to the Merger, which are comprised primarily of $92,698 of transaction and employee-related costs incurred by Arch and the Company prior to the closing of the Merger and $39,765 of Merger-related costs incurred subsequent to the closing of the Merger and $2,559 of non-recurring expense related to the fair value adjustment to inventory. The Merger-related costs and non-recurring expense related to the fair value adjustment to inventory incurred subsequent to the closing of the Merger are included in General and Administrative Costs and Cost of Sales, respectively, in the accompanying Consolidated Statement of Income (Loss) for the nine months ended September 30, 2025, but, for the purpose of presenting the unaudited pro forma financial information above, have been removed from the 2025 period and included in the nine months ended September 30, 2024 to give effect to the Merger as if it closed on January 1, 2024. Pro forma adjustments were tax-effected at the statutory tax rate of 21% for purposes of calculating net income (loss) in the table above.

The pro forma information does not include any anticipated cost savings or other effects of the Merger. Accordingly, the unaudited pro forma information does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations.