What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-24 compared with 2021-02-25 · 160 added, 194 removed, 417 unchanged (46% of the section changed)

9 unchanged sentences

("ArcelorMittal Brazil”), which has approximately 1.7 million tons of annual cokemaking capacity.

Our core business model is predicated on providing steelmakers an alternative to investing capital in their own captive coke production facilities.

We direct our marketing efforts principally towards steelmaking customers that require coke for use in their blast furnaces.

Our cokemaking ovens utilize efficient, modern heat recovery technology designed to combust the coal’s volatile components liberated during the cokemaking process and use the resulting heat to create steam or electricity for sale.

This differs from by-product cokemaking, which repurposes the coal’s liberated volatile components for other uses.

We have constructed the only greenfield cokemaking facilities in the U.S.

in approximately 30 years and are the only North American coke producer that utilizes heat recovery technology in the cokemaking process.

To diversify our business and customer base, SunCoke began exploring the foundry coke market in 2020.

Foundry coke is a high-quality grade of coke that is used at foundries to melt iron and various metals in cupola furnaces, which is further processed via casting or molding into products used in various industries such as construction, transportation and industrial products.

Throughout 2020, we tested production capacity and executed successful test sales of foundry coke.

We will begin to produce and sell foundry coke on a commercial scale in 2021, but not at a level that will be material to our operations.

Therefore, the discussion that follows is specific to blast furnace coke ("coke"), our main operation.

We believe our advanced heat recovery cokemaking process has numerous advantages over by-product cokemaking, including producing higher quality coke, using waste heat to generate derivative energy for resale and reducing the environmental impact.

2 unchanged sentences

In addition, each of the four cokemaking facilities that we have built since 1990 has either met or exceeded the applicable Best Available Control Technology (“BACT”), or Lowest Achievable Emission Rate (“LAER”) standards, as applicable, set forth by the EPA for cokemaking facilities at that time.

Our Granite City facility and the first phase of our Haverhill facility, or Haverhill I, have steam generation facilities, which use hot flue gas from the cokemaking process to produce steam for sale to customers pursuant to steam supply and purchase agreements.

Granite City sells steam to United States Steel Corporation ("U.S.

Steel") and Haverhill I provides steam, at minimal cost, to Altivia Petrochemicals, LLC.

We have constructed the only greenfield cokemaking facilities in the U.S.

in over 30 years and are the only North American coke producer that utilizes heat recovery technology in the cokemaking process.

Our Middletown facility and the second phase of our Haverhill facility, or Haverhill II, have cogeneration plants that use the hot flue gas created by the cokemaking process to generate electricity, which either is sold into the regional power market or to Cleveland-Cliffs Steel Holding Corporation pursuant to energy sales agreements.

Our core business model is predicated on providing steelmakers an alternative to investing capital in their own captive coke production facilities.

We direct our marketing efforts principally towards steelmaking customers that require coke for use in their blast furnaces.

Substantially all of our coke sales are made pursuant to long-term, take-or-pay agreements, which require us to produce the contracted volumes of coke and require our customers to purchase such volumes of coke up to a specified tonnage or pay the contract price for any tonnage they elect not to take.

As a result, our ability to produce the contracted coke volume is a key determinant of our profitability.

Our domestic capacity is largely consumed by long-term contracts.

With the exception of 400 thousand tons in 2021 and 800 thousand tons in 2022, our 4.2 million tons of domestic cokemaking capacity will be produced under long-term contracts.

Accordingly, spot prices for coke do not significantly affect our revenues.

Historically, substantially all of our coke sales were made under long-term, take-or-pay agreements with three primary customers in the U.S.:

ArcelorMittal USA LLC ("AM USA"), AK Steel Holding Corporation ("AK Steel") and United States Steel Corporation ("U.S.

Steel"), each of which individually accounted for greater than ten percent of our consolidated revenues.

In March 2020, Cleveland-Cliffs Inc.

("Cliffs"), a leading producer of iron ore pellets, completed the acquisition of AK Steel, and subsequently changed the name of AK Steel to Cleveland-Cliffs Steel Holding Corporation.

In December 2020, Cliffs completed the acquisition of AM USA, and subsequently changed the name of AM USA to Cleveland-Cliffs Steel LLC.

Collectively, we refer to Cleveland-Cliffs Steel Holding Corporation and Cleveland-Cliffs Steel LLC as "Cliffs Steel."

Our contracts with each entity were not impacted by the transactions that occurred in 2020.

Contracts with Cliffs Steel are expected to account for approximately 75 percent of our domestic cokemaking capacity in 2021 and approximately 65 percent of our domestic cokemaking capacity in 2022.

Granite City sells steam to United States Steel Corporation and Haverhill I provides steam, at minimal cost, to Altivia Petrochemicals, LLC.

The following table sets forth information about our cokemaking facilities:

Facility Location Customer Year of

Start Up Contract

Expiration Number of

Facility Location Year of

Start Up Use of Waste Heat Number of

Coke Ovens Annual Cokemaking Nameplate

(thousands of tons)

Use of Waste Heat

Contract Expiration Contract Volume

(thousands of tons)

Owned and Operated:

Jewell Vansant, Virginia

Cliffs Steel 1962 December 2025 (3)

142 720 Partially used for thermal coal drying

Indiana Harbor East Chicago, Indiana

Cliffs Steel 1998 October 2023 268 1,220 Heat for power generation

Haverhill I Franklin Furnace, Ohio

Cliffs Steel 2005 December 2025 (3)

100 550 Process steam

Haverhill II Franklin Furnace, Ohio

Cliffs Steel 2008 June 2025 (4)

100 550 Power generation

Granite City Granite City, Illinois

Steel 2009 December 2024 120 650 Steam for power generation

Middletown (2)

Middletown, Ohio

Cliffs Steel 2011 December 2032 100 550 Power generation

Middletown, Ohio 2011 Power generation 100 550 Cliffs Steel December 2032 Capacity

Haverhill II Franklin Furnace, Ohio 2008 Power generation 100 550 Cliffs Steel June 2025 Capacity

Granite City Granite City, Illinois 2009 Steam for power generation 120 650 U.S.

Steel December 2024 Capacity

Indiana Harbor East Chicago, Indiana 1998 Heat for power generation 268 1,220 Cliffs Steel October 2023 Capacity

Jewell Vansant, Virginia 1962 Partially used for thermal coal drying 142 720 Cliffs Steel

Algoma Steel (4)

December 2025

December 2026 400 / 150

Haverhill I Franklin Furnace, Ohio 2005 Process steam 100 550

Total 830 4,240

Vitória Vitória, Brazil ArcelorMittal Brazil 2007 January 2023 320 1,700 Steam for power generation

Vitória Vitória, Brazil 2007 Steam for power generation 320 1,700 ArcelorMittal Brazil January 2023 Capacity

Total 1,150 5,940

(1) Cokemaking nameplate capacity represents stated capacity for production of blast furnace coke.

The minimum tons in our coke sales agreements may be lower than the annual cokemaking nameplate capacity.

(1) Cokemaking nameplate capacity represents stated capacity for production of blast furnace coke equivalent production.

(2) The Middletown coke sales agreement provides for coke sales on a “run of oven” basis, which includes both blast furnace coke and small coke.

Middletown nameplate capacity on a “run of oven” basis is 578 thousand tons per year.

(3) In July 2020, the Jewell and Haverhill I contracts with AM USA, now known as Cliffs Steel, were amended to extend the contract expiration date from December 2020 to December 2025.

Under the contract amendments, Jewell and Haverhill I will supply a combined 800 thousand tons for the 2021 contract year and a combined 400 thousand tons annually for the 2022 through 2025 contract years.

See "Management's Discussion and Analysis Financial Condition and Results of Operations" for further discussion on contract amendments.

Each facility will continue to operate at full capacity.

The remaining capacity from Jewell and Haverhill I is expected to be sold into the spot market and/or the foundry coke market.

(4) In July 2020, the Haverhill II contract with Cliffs Steel was amended to extend the contract expiration date from December 2021 to June 2023.

In October 2020, the contract expiration date was further extended to June 2025.

The energy supply agreement, whereby Cliffs Steel purchases electricity produced from the Haverhill II cogeneration plant, will expire in December 2021.

See "Management's Discussion and Analysis Financial Condition and Results of Operations" for further discussion on contract amendments.

Our coke sales agreements contain pass-through provisions for costs we incur in the cokemaking process, including coal and coal procurement costs, subject to meeting contractual coal-to-coke yields, operating and maintenance expenses,

costs related to the transportation of coke to our customers, taxes (other than income taxes) and costs associated with changes in regulation.

(3) Contracted customers include Cleveland-Cliffs Steel Holding Corporation and Cleveland-Cliffs Steel LLC, both subsidiaries of Cleveland-Cliffs Inc.

and collectively referred to as "Cliffs Steel," United States Steel Corporation ("U.S.

Steel"), and Algoma Steel Inc.

("Algoma Steel").

(4) Under the long-term, take-or-pay agreement with Cliffs Steel, Jewell and Haverhill I supplied a combined 800 thousand tons in 2021 and will supply a combined 400 thousand tons annually for 2022 through 2025.

Additionally, the long-term, take-pay-agreement between Haverhill I and Algoma Steel provides for coke supply to shift to Jewell.

Long-term, Take-or-Pay Agreements

Our coke sales are largely made pursuant to long-term, take-or-pay agreements, primarily with two customers in the U.S.:

Cliffs Steel and U.S.

Additionally, SunCoke entered into a five year take-or-pay agreement with Algoma Steel beginning in 2022, with average sales of approximately 150 thousand tons of blast furnace coke per year, further diversifying our customer base.

These agreements require us to produce the contracted volumes of coke and require our customers to purchase such volumes of coke up to a specified tonnage or pay the contract price for any tonnage they elect not to take.

As a result, our ability to produce the contracted coke volume is a key determinant of our profitability.

Our domestic capacity is largely consumed by these long-term agreements.

Accordingly, spot prices for coke have a limited effect on our revenues.

Our long-term, take-or-pay coke sales agreements contain pass-through provisions for costs we incur in the cokemaking process, including coal and coal procurement costs, subject to meeting contractual coal-to-coke yields, operating and maintenance expenses, costs related to the transportation of coke to our customers, taxes (other than income taxes) and costs associated with changes in regulation.

When targeted coal-to-coke yields are achieved, the price of coal is not a significant determining factor in the profitability of these facilities, although it does affect our revenue and cost of sales for these facilities in approximately equal amounts.

However, to the extent that the actual coal-to-coke yields are less than the contractual standard, we are responsible for the cost of the excess coal used in the cokemaking process.

Conversely, to the extent our actual coal-to-coke yields are higher than the contractual standard, we realize gains.

Conversely, to the

extent our actual coal-to-coke yields are higher than the contractual standard, we realize gains.

As coal prices increase, the benefits associated with favorable coal-to-coke yields also increase.

These features of our coke sales agreements reduce our exposure to variability in coal price changes and inflationary costs over the remaining terms of these agreements.

The coal component of the Jewell coke price is typically fixed annually for each calendar year based on the weighted-average contract price of third-party coal purchases at our Haverhill facility applicable to Cliffs Steel coke sales.

The coal component of the Jewell coke price has historically been fixed annually for each calendar year based on the weighted-average contract price of third-party coal purchases at our Haverhill facility applicable to Cliffs Steel coke sales.

Beginning in 2022, Jewell coal purchases will be passed through at actual cost rather than at the price of Haverhill's coal, consistent with our other long-term, take-or-pay agreements.

Our coke prices include both an operating cost component and a fixed fee component.

Operating costs under two of our coke sales agreements are fixed subject to an annual adjustment based on an inflation index.

Operating costs under three of our coke sales agreements are fixed subject to an annual adjustment based on an inflation index.

Under our other four coke sales agreements, operating costs are passed through to the respective customers subject to an annually negotiated budget, in some cases subject to a cap annually adjusted for inflation, and we share any difference in costs from the budgeted amounts with our customers.

3 unchanged sentences

The actual return on invested capital at any facility is based on the fixed fee per ton and favorable or unfavorable performance on pass-through cost items.

Steelmaking customers faced significant challenges earlier in the year resulting from the novel coronavirus pandemic ("COVID-19").

In response to the decline in end user demand, as well as in an effort to slow the spread of COVID-19, in March 2020, end user manufacturers began idling plants, which directly and adversely impacted our customers.

As a result, the U.S.

steel production utilization rate declined approximately 25 percent during the first half of 2020 from a stable 80 percent in December 2019 to 55 percent as of June 30, 2020.

In order to help navigate through this challenging environment, SunCoke worked with our customers to provide near-term coke supply relief for customers in exchange for extending certain contracts.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further detail.

In the second half of 2020, demand and capacity utilization in the U.S.

steel industry largely recovered from the impacts of COVID-19 as many of the temporarily idled blast furnaces restarted, resulting in a U.S.

steel production utilization rate of 75 percent as of January 2021.

We expect continued recovery of U.S.

steel production utilization rates in 2021.

Foundry and Export Coke

In order to further diversify our business and customer base, we have entered the foundry coke market.

We began producing and selling foundry coke on a commercial scale in 2021.

We also began selling blast furnace coke into the export coke market in 2021, utilizing capacity in excess of that reserved for our long-term, take-or-pay agreements.

Foundry coke sales are generally made under annual agreements with our customers for an agreed upon price and do not contain take-or-pay volume commitments.

Export coke sales are generally made on a spot basis at the current market price.

Market Discussion

steel production utilization rates improved throughout 2021, benefiting our steelmaking customers.

Utilization increased from 75 percent in January 2021 to 82 percent in December 2021.

Additionally, an increase in global steel demand along with global coke trade imbalance has benefited our export coke sales.

Brazil Operations

Our Brazil cokemaking operations are located in Vitória, Brazil, where we operate our ArcelorMittal Brazil cokemaking facility for a Brazilian subsidiary of ArcelorMittal S.A.

1 unchanged sentence

Logistics Operations

Our logistics business consists of Convent Marine Terminal ("CMT"), Kanawha River Terminal ("KRT"), Lake Terminal and Dismal River Terminal (“DRT”).

Our logistics business consists of Convent Marine Terminal ("CMT"), Kanawha River Terminal ("KRT"), Lake Terminal and Dismal River Terminal (“DRT”), and has the collective capacity to mix and/or transload more than 40 million tons of coal and other aggregates annually and has storage capacity of more than 3 million tons.

CMT is located in Convent, Louisiana, with strategic access to seaborne markets for coal and other industrial materials.

The terminal provides loading and unloading services and has direct rail access and the current capability to transload 15 million tons annually with its top of the line ship loader.

The facility serves coal mining customers as well as other merchant business, including aggregates (crushed stone) and petroleum coke.

The facility serves coal mining customers as well as other merchant business, including aggregates (crushed stone), petroleum coke and iron ore.

CMT's efficient barge unloading capabilities complement its rail and truck offerings and provide the terminal with the ability to transload and mix a significantly broader variety of materials, including coal, petroleum coke and other materials from barges at its dock.

1 unchanged sentence

Lake Terminal and DRT provide coal handling and mixing services to SunCoke's Indiana Harbor and Jewell cokemaking operations, respectively.

Our logistics business has the collective capacity to mix and/or transload more than 40 million tons of coal and other aggregates annually and has storage capacity of approximately 3 million tons.

Our terminals act as intermediaries between our customers and end users by providing transloading and mixing services.

Materials are transported in numerous ways, including rail, truck, barge or ship.

We do not take possession of materials handled but instead derive our revenues by providing handling and/or mixing services to our customers on a per ton basis.

We do not take possession of materials handled but instead derive our revenues by providing handling and/or mixing services to our customers on a per ton

Revenues are recognized when services are provided as defined by customer contracts.

2 unchanged sentences

Fluctuations in the benchmark price for coal delivery into northwest Europe, as referenced in the Argus/McCloskey's Coal Price Index Report ("API2 index price"), as well as Newcastle index coal prices, as referenced in the Argus/McCloskey's Coal Price Index ("API6 index price"), which reflect low-ash coal prices shipped from Australia, contribute to our customers' decisions to place tons into the export market and thus impact transloading volumes through CMT.

API2 and API6 prices declined during the first half of 2020, driven by tempered demand from Europe and increasing Russian coal supply, unfavorably impacting export volumes from our customers.

During the fourth quarter, the coal export market showed signs of recovery, as reflected by an increase in API2 prices of 15 percent and an increase in Gulf Coast thermal coal export volumes of approximately 70 percent.

The API2 forward curve projections indicate continued recovery of the coal export market, and we expect between 4 million and 5 million tons of coal to be exported from CMT in 2021.

Increased demand for energy in Europe and decreased global supply of natural gas has resulted in an increase in global demand for coal and an increase in API2 prices in 2021.

This resulted in a strong export coal market and higher export coal volumes through CMT as compared to 2020.

Our KRT terminals serve two primary domestic markets, metallurgical coal trade and thermal coal trade.

Metallurgical markets are primarily impacted by steel prices and blast furnace operating levels whereas thermal markets are impacted by natural gas prices and electricity demand.

Challenging market conditions impacted the volume of coal moving through our domestic logistics terminals in 2020, including the terminals that serve our own cokemaking facilities, as a result of the volume relief provided to our Domestic Coke customers.

In 2021, we expect our cokemaking facilities to operate at full capacity.

Therefore, we expect throughput volumes at our domestic logistics terminals to increase to approximately 10 million tons, up from approximately 9 million tons in 2020.

Volumes from third party customers in 2021 are expected to be consistent with 2020.

A significant portion of our logistics business has historically been from long-term, take-or-pay contracts with Murray American Coal, Inc.

("Murray") and Foresight Energy LLC ("Foresight"), which were adversely impacted by declining coal export prices and domestic demand.

Murray filed for Chapter 11 bankruptcy on October 29, 2019.

Foresight engaged outside counsel and financial advisors to assess restructuring options during 2019 and subsequently filed for Chapter 11 bankruptcy on March 10, 2020.

Both the Murray and Foresight contracts with CMT were subsequently rejected by the bankruptcy courts.

CMT began handling tons in 2020 under an agreement with Javelin Global Commodities (UK) Ltd (“Javelin”), the global coal trading and marketing agent for Foresight and others.

In December 2020, CMT entered into a long-term, take-or-pay agreement with Javelin, which includes 4 million tons in 2021 and 3 million tons in 2022.

Our revenues in our cokemaking business are tied to long-term, take-or-pay contracts and as such, are not seasonal.

Our revenues in our cokemaking business are largely tied to long-term, take-or-pay agreements and as such, are not seasonal.

However, our cokemaking profitability is tied to coal-to-coke yields, which improve in drier weather.

20 unchanged sentences

At facilities with multiple transportation options, including rail and barge, we enter into short-term transportation contracts from year to year.

Delivery costs are generally passed through to the customers.

Delivery costs, and annual volume commitments included in certain agreements, are generally passed through to the customers.

For coke sales, the point of delivery varies by agreement and facility.

The destination for coke sales under long-term, take-or-pay agreements from our Jewell and Haverhill cokemaking facilities is generally designated by the customer and shipments are made by railcar under long-term transportation agreements, which are passed through to our customers.

At our Middletown, Indiana Harbor and Granite City cokemaking facilities, coke is delivered primarily by a conveyor belt leading to the customer’s blast furnace, with the customer responsible for additional transportation costs, if any.

2 unchanged sentences

Our research and development program seeks to improve existing and develop promising new cokemaking technologies, including new product development, and enhance our heat recovery processes.

Over the years, this program has produced numerous patents related to our heat recovery coking design and operation, including patents for pollution control systems, oven pushing and charging mechanisms, oven flue gas control mechanisms and various others.

Additionally, we have successfully utilized our existing coke ovens to produce foundry coke in addition to our primary product of blast furnace coke.

Over the years, this program has

produced numerous patents related to our heat recovery coking design and operation, including patents for pollution control systems, oven pushing and charging mechanisms, oven flue gas control mechanisms and various others.

Additionally, we have continued to successfully utilize our existing coke ovens to produce foundry coke in addition to our primary product of blast furnace coke.

At Vitória, Brazil, where we operate one cokemaking facility on behalf of ArcelorMittal Brazil, we have intellectual property and licensing agreements in place for the entity’s use of our technology, under which we receive a per ton licensing fee as well as an annual licensing fee.

12 unchanged sentences

blast furnace coke market capacity.

Current production from our cokemaking business is largely committed under long-term, take-or-pay contracts.

As a result, competition mainly affects our ability to obtain new contracts supporting development of additional cokemaking capacity, re-contracting existing facilities, as well as the sale of coke in the spot market.

The majority of our current production from our cokemaking business is committed under long-term, take-or-pay agreements.

Our facilities were constructed using proven, industry-leading technology with many proprietary features allowing us to produce consistently higher quality coke than our competitors produce.

11 unchanged sentences

CMT has a state-of-the-art ship loader, the largest of its kind in the world.

We believe this ship loader has the fastest loading rate available in the Gulf Region, which should allow our

customers to benefit from lower shipping costs.

We believe this ship loader has the fastest loading rate available in the Gulf Region, which should allow our customers to benefit from lower shipping costs.

Additionally, CMT has a strategic alliance with a company that performs barge unloading services for the terminal, which provides CMT with the ability to transload and mix a significantly broader variety of materials.

8 unchanged sentences

We continually strive to make our operations more efficient, while creating a respectful work environment for each team member.

Company leadership and our Board of Directors are actively involved in overseeing the Company’s human capital management programs.

Company leadership and our Board of

Directors are actively involved in overseeing the Company’s human capital management programs.

Our Chief Legal Officer & Chief Human Resources Officer, in partnership with local Human Resources and General Managers, sponsors the development and oversight of all human capital programs in the organization including:

(i) culture, (ii) workforce composition, recruitment and our commitment to diversity, equity and inclusion, (iii) workforce stability, (iv) employee development and training, (v) benefits, (vi) performance management and incentives, (vii) safety, and (viii) ethics and compliance.

(i) culture, (ii) workforce composition, recruitment and our commitment to diversity, equity and inclusion, (iii) workforce stability, (iv) employee development and training, (v) benefits, (vi) talent management and total compensation, (vii) safety, and (viii) ethics and compliance.

Workforce Culture

12 unchanged sentences

Workforce Composition, Recruitment and Our Commitment to Diversity, Equity and Inclusion (“DEI”)

As of December 31, 2020, we have approximately 841 employees in the U.S.

Approximately 41 percent of our domestic employees, principally at our cokemaking operations, are represented by the United Steelworkers union under various contracts.

As of December 31, 2021, we have 848 employees in the U.S.

Approximately 41 percent of our domestic employees, principally at our cokemaking operations, are represented by the United Steelworkers union under various local collective bargaining agreements.

Additionally, approximately 3 percent of our domestic employees are represented by the International Union of Operating Engineers.

Labor agreements at Granite City and Haverhill were renewed in 2020 and will expire on September 1, 2023 and November 1, 2023, respectively.

As of December 31, 2020, we have approximately 292 employees at the cokemaking facility in Vitória, Brazil, all of whom are represented by a union under a labor agreement.

Labor agreements at KRT, Lake Terminal, and Indiana Harbor will expire on April 30, 2022, June 30, 2022, and September 1, 2022, respectively.

We will negotiate the renewal of these agreements in 2022 and do not anticipate any work stoppages.

As of December 31, 2021, we have 279 employees at the cokemaking facility in Vitória, Brazil, all of whom are represented by a union under a labor agreement.

During 2021, the labor agreement at our Vitória, Brazil facility was renewed for an additional year, and it expires on November 30, 2022.

1 unchanged sentence

Through those partnerships, we have a commitment to fill our candidate slates with a diverse group of candidates.

SunCoke’s commitment to diversity recruiting includes a partnership with Professional Diversity Network ("PDN"), which allows us to develop our talent pipeline directly from eight affinity networks.

SunCoke’s commitment to diversity recruiting in 2021 also included a partnership with Professional Diversity Network, which allows us to develop our talent pipeline directly from eight affinity networks.

Hiring managers then focus on ensuring a diverse pool of candidates are considered for job postings.

In 2021, we enhanced our diversity & inclusion training.

For frontline leaders and all SunCoke management, the training was conducted by an outside firm to further develop the ability to foster diversity and inclusion and create an environment where everyone feels valued and has the opportunity to succeed.

Approximately 10 percent of the Company's global workforce is female and minorities represent approximately 17 percent of the Company's U.S.

33 unchanged sentences

Workforce Stability & Leadership Experience

Our commitment to employee retention through our development, benefits, performance management and incentive programs is shown through our low regrettable turnover rate of less than 1 percent in 2020.

Our commitment to employee retention through our talent management, benefits, performance management and total compensation programs is shown through our low regrettable turnover rate of less than 1 percent in 2021.

The stability of our workforce is anchored by our experienced corporate leadership team along with our General Managers that lead the day-to-day operations at our facilities.

Our leaders each have an average of 20 years of leadership experience and an average of over 10 years with SunCoke.

Our leaders each have an average of nearly 20 years of leadership experience and an average tenure (or length of service) of over 10 years with SunCoke.

Employee Development & Training

1 unchanged sentence

We also provide specialized trainings on an as-needed basis for current topics throughout the year.

Over the past several years, special training topics have included Active Shooter Preparedness, Harassment, Worker’s Compensation, Diversity and Inclusion, Conducting Effective Investigations and Retirement Planning.

SunCoke’s Personal Information & Privacy Policy lays out specific procedures to ensure that employees handle sensitive information in a secure and responsible manner.

SunCoke’s Personal Information & Privacy Policy outlines specific procedures to ensure that employees handle sensitive information in a secure and responsible manner.

The Personal Information & Privacy Policy is updated to remain consistent with data security best practices.

3 unchanged sentences

Development occurs in the form of leadership training, stretch assignments, and on the job training.

On an annual basis, we engage in succession management to ensure we focus development and training activities on our high performing and high potential talent, preparing potential successors for our most critical roles.

For example, in 2021 SunCoke partnered with a global leadership consulting firm to certify Human Resources managers to implement frontline leader training programs.

The programs will focus on a number of areas that are essential for frontline leadership development, including training on high-quality decision making, communication, coaching, and improving workplace performance.

On an annual basis, we engage in succession management to ensure that development and training and development opportunities are identified for high performing talent, preparing potential successors for our most critical roles.

Of the 147 positions filled in 2021, 59 (40 percent) were filled from within the Company.

In many cases, we take a hands-on approach to training at SunCoke.

As we pursued an additional business opportunity with foundry coke, we utilized intra-Company training of existing personnel to develop, implement, and execute this initiative.

As we pursued entry into the foundry coke market, we primarily utilized intra-Company training of existing personnel to develop, implement, and execute this initiative.

Leadership had the opportunity to provide many insights on topics from producing foundry to engaging new customers, highlighting the ability of our workforce to adjust to changing demands and grow with the Company.

2 unchanged sentences

We also offer supplemental benefits programs designed to enhance the daily life and well-being of our employees, including:

weight-loss, benefits services price-transparency, retirement planning education and coaching, paid-time off (including for community service), tuition reimbursement, health management for chronic conditions and a 24/7 employee assistance program.

Performance Management and Incentives

Talent Management and Total Compensation

Our full-year performance management process begins with setting annual goals for the Company, which guide the development of functional, local and individual employee goals.

7 unchanged sentences

We live by the ethos:

Our top priority has always been the safety of our employees, contractors and visitors.

With the onset of the COVID-19 pandemic, this became even more challenging as we worked to ensure workplace safety was maintained while also ensuring that our employees were protected from the virus.

In response to the pandemic, we established an internal task force of subject matter experts, initiated enhanced health and safety measures across our facilities and enacted a work from home program for all qualifying personnel.

Our top priority has always been the safety and health of our employees, contractors and visitors.

With the onset of the COVID-19 pandemic, this became even more challenging as we worked to ensure workplace safety and health was maintained.

In response to the pandemic in 2020, we established an internal task force of subject matter experts who initiated enhanced health and safety measures across our facilities and enacted a work from home program for all qualifying personnel.

Each of our sites implemented screening procedures consistent with U.S.

Centers for Disease Control and Prevention ("CDC") recommendations such as screening questionnaires and temperature checks for employees, contractors and other service providers.

Additionally, to ensure employee safety, we adopted further protocols consistent with CDC, state and local guidance including mask wearing, social distancing, contact tracing and quarantine requirements.

Additionally, to prevent workplace exposure to the virus, we adopted further protocols consistent with CDC, state and local guidance including mask wearing, social distancing, contact tracing and quarantine requirements.

Many of these protocols have evolved and continued throughout 2021 in accordance with regulations from federal, state and local government agencies and taking into consideration CDC guidelines and other public health authorities.

Safety is so important to SunCoke that we include safety in our core values and also incorporate safety as a metric in our short-term incentive program.

7 unchanged sentences

Our target for Total Recordable Incident Rate ("TRIR") at SunCoke for 2021 was 0.8 company-wide, and at the end of the year, it was 0.76.

At SunCoke, our focus is on continuous safety improvement and while we did not achieve our target this past year, we improved our safety performance from 2019 and continue to perform well above industry standards, as detailed below.

We improved our safety performance from 2020 and continue to perform well above industry standards, as detailed below.

Our excellent safety record is best understood in comparison to industry-wide safety performance.

According to the Bureau of Labor Statistics, the TRIR within our sector of Petroleum and Coal Products Manufacturing was 1.3 for 2019.

According to the Bureau of Labor Statistics, the TRIR within our sector of Other Petroleum and Coal Products (Coke) Manufacturing was 3.1 for 2020.

For comparison, it was 2.1 for the Iron and Steel Mills sector.

45 unchanged sentences

In December 2017, EPA issued a final designation of attainment or unclassifiable for all areas where our facilities are located.

These designations mean that no future action is required for the facilities with respect to SO2 emissions at this time.

These designations mean that no action is required for the facilities with respect to SO2 emissions at this time.

However, it is possible for these areas to be redesignated in the future as non-attainment areas.

3 unchanged sentences

In April 2015, the area where the Middletown facility is located was designated unclassifiable/attainment for PM 2.5.

• In November 2015, the EPA revised the existing NAAQS for ground level ozone to make the standard more stringent.

These designations mean that no action is required for the facilities with respect to PM 2.5 emissions at this time.

However, it is possible for these areas to be redesignated in the future as non-attainment areas.

If redesignated, we may be required to install additional pollution controls and incur greater costs of operating at those of our facilities located in areas that EPA determines to be non-attainment with the annual PM 2.5 NAAQS.

• In 2015, the EPA revised the existing NAAQS for ground level ozone to make the standard more stringent.

In January 2018, EPA designated the areas where the Haverhill and Jewell facilities are located as attainment/unclassifiable for ozone.

In June 2018, EPA designated the areas where the Granite City, Indiana Harbor, and Middletown facilities are located as marginal nonattainment for ozone.

In December 2020, the Ohio Environmental Protection Agency informed stakeholders in the Cincinnati and Cleveland nonattainment areas, including the Middletown facility, that the agency anticipates those areas will be reclassified as moderate nonattainment areas by the U.S.

The status of the area where the Indiana Harbor facility is located was challenged in litigation and upheld in July 2020.

As a result of the same litigation, the status of the area where the Granite City facility is located was remanded to EPA, which finalized the area as nonattainment in January 2021.

In December 2020, the Ohio Environmental Protection Agency ("Ohio EPA") informed stakeholders in the Cincinnati and Cleveland nonattainment areas, including the Middletown facility, that the agency anticipates those areas will be reclassified as moderate nonattainment areas by the U.S.

EPA in late 2021.

However, on November 17, 2021, Ohio EPA released for public comment a draft request to the U.S.

EPA to redesignate the area where

the Middletown facility is located as being in attainment with the 2015 ozone NAAQS based on updated air monitoring data.

EPA denies the request for redesignation or does not approve the request before Ohio EPA promulgates new nonattainment area regulations, it is possible that the Middletown facility will be required to comply with those regulations.

Nonattainment designations under the new standard and any future more stringent standard for ozone have two potential impacts:

(1) demonstrating compliance with the standard using dispersion modeling for permitting new facilities or significant new projects may be more difficult;

and (2) facilities operating in areas that are classified moderate non-attainment areas may be required to install Reasonably Available Control Technology (“RACT”) or demonstrate that they already meet RACT standards.

and (2) facilities operating in areas that are classified as moderate non-attainment areas may be required to install Reasonably Available Control Technology (“RACT”) or demonstrate that they already meet RACT standards.

While we are not able to determine the extent to which this new standard will impact our business at this time, it presents a potential risk of having an impact on our operations.

7 unchanged sentences

Our heat recovery cokemaking technology does not produce wastewater as is typically associated with by-product cokemaking.

Our cokemaking facilities, in some cases, have wastewater and/or stormwater discharge permits.

Our cokemaking facilities, in some cases, have non-process wastewater and/or stormwater discharge permits.

The primary solid waste product from our heat recovery cokemaking technology is calcium sulfate from flue gas desulfurization, which is generally taken to a solid waste landfill.

On the whole, our heat recovery cokemaking process does not generate substantial quantities of hazardous waste as is typically associated with by-product cokemaking.

The material from periodic cleaning of heat recovery steam generators has been disposed of as hazardous waste.

The material from periodic cleaning of heat recovery steam generators has been disposed of off-site as hazardous waste.

Our facilities only generate wastes and do not have permits for waste transportation, storage or disposal.

23 unchanged sentences

• Clean Air Act.

The Clean Air Act and similar state laws and regulations affect our cokemaking operations, primarily through permitting and/or emissions control requirements relating to PM and SO2 and MACT standards.

The Clean Air Act and similar state laws and regulations affect our cokemaking operations, primarily through permitting and/or emissions control requirements relating to criteria pollutants and MACT standards.

The Clean Air Act air emissions programs that may affect our operations, directly or indirectly, include, but are not limited to:

the Acid Rain Program;

NAAQS implementation for SO2, PM and nitrogen oxides (“NOx”), lead ozone and carbon monoxide;

the Clean Air Interstate Rule;

NAAQS implementation for SO2, PM, NO2, lead, ozone, and carbon monoxide;

the Cross-State Air Pollution Rule;

MACT emissions standards for hazardous air pollutants;

4 unchanged sentences

Our cokemaking facilities are subject to two categories of MACT standards.

The first category

applies to pushing and quenching.

The first category applies to pushing and quenching.

The second category applies to emissions from charging and coke oven doors.

1 unchanged sentence

In 2016, EPA issued a request for information and testing to our cokemaking facilities and other companies as part of its residual risk and technology review of the MACT standard for pushing and quenching, and a technology review of the MACT standard for coke ovens and charging emissions.

Testing was conducted by our cokemaking facilities in 2017, but the EPA has yet to publish or propose any residual risk standards.

While we are not able to determine the extent to which any new standards will impact our business at this time, it presents a potential risk of having an impact on our operations and cost structure.

Testing was conducted by our cokemaking facilities in 2017.

EPA is required to finalize any changes to these MACT standards by December 26, 2022 pursuant to a settlement agreement with environmental groups.

While we are not able to determine the extent to which any new standards would impact our business at this time, it presents a potential risk of having an impact on our operations and costs.

◦ The Regional Haze program under the Clean Air Act requires that states submit State Implementation Plans that demonstrate reasonable progress towards achieving natural visibility conditions in Class I areas.

On November 5, 2020, the Virginia Department of Environmental Quality (“VDEQ”) requested that the Jewell facility conduct an analysis of potential controls for SO2 under the Regional Haze program.

VDEQ is currently reviewing Jewell’s determination that no additional controls are feasible.

While we are not able to determine the extent to which a different determination by VDEQ or EPA would impact our business at this time, it presents a potential risk of having an impact on our operations and costs at the Jewell facility.

• Terminal Operations.

7 unchanged sentences

The Federal Energy Regulatory Commission (“FERC”) regulates the sales of electricity from our Haverhill and Middletown facilities, including the implementation of the Federal Power Act (“FPA”) and the Public Utility Regulatory Policies Act of 1978 (“PURPA”).

The nature of the operations of the Haverhill and Middletown facilities makes each facility a qualifying facility under PURPA, which exempts the facilities and the Company from certain regulatory burdens, including the Public Utility Holding Company Act of 2005 (“PUHCA”), limited provisions of the FPA, and certain state laws and regulation.

Utility Holding Company Act of 2005 (“PUHCA”), limited provisions of the FPA, and certain state laws and regulation.

FERC has granted requests for authority to sell electricity from the Haverhill and Middletown facilities at market-based rates and the entities are subject to FERC’s market-based rate regulations, which require regular regulatory compliance filings.

25 unchanged sentences

Under this rule, certain modifications to our facilities could subject us to the additional permitting and other obligations relative to emissions of GHGs under the New Source Review/Prevention of Significant Deterioration ("NSR/PSD") and Title V programs of the Clean Air Act based on whether the facility triggered NSR/PSD because of emissions of another pollutant such as SO2, NOx, PM, ozone or lead.

The EPA has engaged in rulemaking to regulate GHG emissions from existing and new coal fired power plants, and we expect continued legal challenges to this rulemaking and any future rulemaking for other industries.

For instance, in August 2015, the EPA issued its final Clean Power Plan rules establishing carbon pollution standards for power plants.

◦ The EPA has engaged in a rulemaking to regulate GHG emissions from existing and new coal fired power plants, and we expect continued legal challenges to this rulemaking and any future rulemaking for other industries.

For instance, in August 2015, the EPA issued its final Clean Power Plan ("CPP") rules establishing carbon pollution standards for power plants.

In February 2016, the U.S.

Supreme Court granted a stay of the implementation of the Clean Power Plan before the U.S.

Court of Appeals for the District of Columbia issued a decision on the rule.

In October 2017, the EPA proposed to repeal the Clean Power Plan ("CPP").

On October 9, 2018, the U.S.

Supreme Court rejected any further challenges to the decision to repeal the Clean Power Plan.

Court granted a stay of the implementation of the CPP before the U.S.

Court of Appeals for the District of Columbia ("D.C.

Circuit") issued a decision on the rule.

In October 2017, the EPA proposed to repeal the CPP.

EPA then proposed the Affordable Clean Energy ("ACE") rule as a replacement for the CPP in August 2018, which it finalized in June 2019.

In 2020, various legal challenges to ACE were filed by more than two dozen states and cities, along with environmental activist groups and a coalition of utility companies.

Currently, we do not anticipate these new or existing power plant GHG rules to apply directly to our facilities.

However, the impact of current and future GHG-related legislation and regulations have on us will depend on a number of factors, including whether GHG sources in multiple sectors of the economy are regulated, the overall GHG emissions cap level, the degree to which GHG offsets are allowed, the allocation of emission allowances to specific sources, and actions by the states in implementing these requirements.

In 2020, various legal challenges to the ACE rule were filed, and in January 2021, the D.C.

Circuit vacated EPA’s repeal and replacement of the CPP with the ACE rule and remanded the rulemaking to the agency.

In October 2021, the U.S.

Supreme Court granted a petition for certiorari to review the D.C.

Circuit’s decision.

Currently, we do not anticipate these new or existing power plant GHG rules would apply directly to our facilities.

However, the impact current and future GHG-related legislation and regulations have on us will depend on a number of factors, including whether GHG sources in multiple sectors of the economy are regulated, whether an overall GHG emissions cap level is established, the degree to which GHG offsets are allowed, the allocation of emission allowances to specific sources, and actions by the states in implementing these requirements.

Any new GHG reduction laws on regulations that apply to us will likely require us to incur increased operating and capital costs and/or increased taxes on GHG emissions.

2 unchanged sentences

Collectively, these requirements along with restrictions and requirements regarding the mining of all types of coal may reduce the volumes of coal that we manage and may ultimately adversely impact our revenues.

Depending on whether another rule is promulgated in the future, it could increase the demand for natural gas-generated electricity.

• Mine Improvement and New Emergency Response Act of 2006.

The Mine Improvement and New Emergency Response Act of 2006 (the “Miner Act”), has increased significantly the enforcement of safety and health standards and imposed safety and health standards on all aspects of mining operations.

There also has been a significant increase in the dollar penalties assessed for citations issued.

We no longer operate coal mines subject to the Miner Act.

• Occupational Safety and Health ACT (OSH Act).

13 unchanged sentences

Our obligation related to black lung benefits at December 31, 2021 was $63.3 million and was estimated based on various assumptions, including actuarial estimates, discount rates, number of active claims, changes in health care costs and the impact of PPACA.

Environmental Matters and Compliance

Our failure to comply with the aforementioned requirements may result in the assessment of administrative, civil and criminal penalties, the imposition of clean-up and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from our operations, which could in turn have an impact on our financial condition.

Please see Note 13 to our consolidated financial statements for a discussion of the Notices of Violation ("NOVs") issued by the EPA and state regulators for our Haverhill, Granite City, and Indiana Harbor cokemaking facilities.

Other legal and administrative proceedings are pending or may be brought against us arising out of our current and past operations, including matters related to commercial disputes, antitrust, employment claims, premises-liability claims, allegations of exposures of third-parties to toxic substances and general environmental claims.

Although the ultimate outcome of these proceedings cannot be ascertained at this time, it is reasonably possible that some of them could be resolved unfavorably to us.

Management of the Company believes that any liability which may arise from such matters would not be material in relation to the financial position, results of operations or cash flows of the Company at December 31, 2020.

Available Information

6 unchanged sentences

Rippey 64 President and Chief Executive Officer

Fay West 51 Senior Vice President and Chief Financial Officer

Gates 45 Senior Vice President, Chief Legal Officer and Chief Human Resources Officer

Michael Hardesty 59 Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke

Lausas 41 Vice President, Controller and Treasurer

Edeus 38 Vice President, Controller

Shantanu Agrawal 35 Vice President, Finance and Treasurer

Quanci 60 Vice President, Chief Technology Officer

Rippey was appointed as Chief Executive Officer, President and a director of SunCoke Energy, Inc., effective December 1, 2017.

At that time, he also was appointed as Chairman, Chief Executive Officer and President of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former sponsored master limited partnership.

Prior to joining SunCoke, Mr.

2 unchanged sentences

Prior to that, he successfully rose through progressively responsible financial, commercial and administrative leadership roles at ArcelorMittal USA and its predecessor companies.

(i) from 2005 to 2006, he was Executive Vice President, Sales and Marketing at Mittal Steel USA;

(ii) from 2000 to 2005, he was Executive Vice President and Chief Financial Officer at Ispat Inland Inc.;

and (iii) from 1998 to 2000, he served as Vice President, Finance and Chief Financial Officer of Ispat Inland Inc.

He began his career with Inland Steel Company (a predecessor to ArcelorMittal USA) in 1984.

From December 2017 through June 2019, Mr.

Rippey served as Chairman, Chief Executive Officer and President of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former master limited partnership.

Rippey currently serves on the Board of Directors of Olympic Steel, Inc.

ZEUS), a $1.7 billion steel service center headquartered in Ohio, where he is a member of the Nominating Committee, and serves as Chair of the Audit and Compliance Committee.

ZEUS] (a leading U.S.

metals service center), where he is a member of the Nominating Committee and serves as Chair of the Audit and Compliance Committee.

In addition to ArcelorMittal USA, Mr.

Rippey’s previous board service includes the National Association of Manufacturers and the American Iron & Steel Institute, where he was a past Chairman of the Board.

West was appointed as Senior Vice President and Chief Financial Officer of SunCoke Energy, Inc.

in October 2014.

Prior to that time, she had been Vice President and Controller of SunCoke Energy, Inc.

since February 2011.

Prior to joining SunCoke Energy, Inc., she was Assistant Controller at United Continental Holdings, Inc.

(an airline holding company) from April 2010 to January 2011.

She was Vice President, Accounting and Financial Reporting for PepsiAmericas, Inc.

(a manufacturer and distributor of beverage products) from December 2006 through March 2010 and Director of Financial Reporting from December 2005 to December 2006.

West worked at GATX Corporation from 1998 to 2005 in various accounting roles, including Vice President and Controller of GATX Rail Company from 2001 to 2005 and Assistant Controller of GATX Corporation from 2000 to 2001.

West also is a director of Quaker Houghton (a leading global provider of process fluids, chemical specialties, and technical expertise to a wide range of industries), where she serves as chair of the Audit Committee and a member of the Governance Committee.

In addition, from July 2012 through June 2019, Ms.

West served as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former master limited partnership subsidiary.

Rippey’s previous board service also includes the National Association of Manufacturers and the American Iron & Steel Institute, where he was a past Chairman of the Board.

Gates was appointed Senior Vice President, Chief Legal Officer and Chief Human Resource Officer effective November 14, 2019.

1 unchanged sentence

since October 22, 2015.

In both of these roles Ms.

Gates led the Company’s environmental and sustainability function, including all Environmental, Social, and Governance matters.

Gates leads the Company’s environmental and sustainability function, including all Environmental, Social, and Governance matters.

Gates joined SunCoke in February 2013 as Senior Health, Environment and Safety Counsel.

She was promoted to Vice President and Assistant General Counsel in July 2014, where she focused on litigation, regulatory and commercial matters.

Gates began her legal career in private practice as a Partner at Beveridge & Diamond, P.C.

She served on the firm’s Management Committee, where she addressed budget, compensation, commercial, and other issues.

Gates has been practicing law for two decades, and began her legal career in private practice as a Partner at Beveridge & Diamond, P.C.

Gates served on the firm’s Management Committee, where she addressed budget, compensation, commercial, and other issues.

Gates also co-chaired the civil litigation section of the firm’s Litigation Practice Group.

4 unchanged sentences

Hardesty joined SunCoke Energy, Inc.

in 2011 as Senior Vice President, Sales and Commercial Operations, and has more than 30 years of

experience in the mining industry.

in 2011 as Senior Vice President, Sales and Commercial Operations, and has more than 30 years of experience in the mining industry.

Before joining SunCoke, Mr.

6 unchanged sentences

Hardesty served as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former master limited partnership subsidiary.

Lausas was appointed as Vice President, Finance and Controller of SunCoke Energy, Inc., effective May 3, 2018.

In addition, Ms.

Lausas was appointed as Treasurer of SunCoke Energy, Inc.

on July 31, 2019.

Prior to that time, beginning in October 2014, Ms.

Lausas was Vice President and Controller of both SunCoke Energy, Inc.

and SunCoke Energy Partners GP LLC, the general partner of our former master limited partnership.

Lausas served as Assistant Controller of SunCoke Energy, Inc.

prior to 2014.

Prior to joining SunCoke Energy, Inc.

in 2011, she worked as an auditor at KPMG LLP, an audit, advisory and tax services firm, from 2002 to 2011, where she served both public and private corporations in the consumer and industrial markets.

Edeus was appointed as SunCoke Energy, Inc.’s Vice President and Controller in July, 2021.

Edeus joined the Company in 2013 and has assumed increasing responsibility within financial leadership roles, most recently serving as Assistant Controller since January 2016.

Edeus is a Certified Public Accountant and prior to coming to the Company, she worked in assurance services for BDO USA, LLP, the United States member firm of BDO International, a major global public accounting network, which she joined in 2007.

Shantanu Agrawal.

Agrawal was appointed Vice President, Finance and Treasurer of SunCoke Energy, Inc.

in July, 2021.

Prior to that he was Director, Financial Performance & Analysis (“FP&A”) and Investor Relations.

Agrawal began his career with SunCoke as an FP&A Analyst in 2014.

He has been with SunCoke for more than seven years and has increasingly taken on more responsibilities and oversight over that period.

Agrawal is an accomplished finance executive with a rich mix of finance, operations and strategic planning.

In his current roles, Mr.

Agrawal has led the Company’s finance function, including budgeting, forecasting, financial analysis, cash management and investor relations.

Quanci joined SunCoke Energy, Inc.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business