What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 34 added, 48 removed, 201 unchanged (29% of the section changed)

17 unchanged sentences

Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

KPMG LLP, our independent registered public accounting firm, issued an attestation report on our internal control over financial reporting, which is contained in Item 8, “Financial Statements and Supplementary Data.”

Our independent registered public accounting firm KPMG LLP, issued an attestation report on our internal control over financial reporting, which is contained in Item 8, “Financial Statements and Supplementary Data.”

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal control over financial reporting despite the fact that many of our employees worked remotely for a portion of the year due to COVID-19.

We are continually monitoring and assessing the effects of COVID-19 on our internal control to minimize the impact to their design and operating effectiveness.

We have not experienced any material impact to our internal controls over financial reporting due to COVID-19.

We are continually monitoring and assessing the effects of COVID-19 on our internal controls to minimize the impact to their design and operating effectiveness.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Directors, Executive Officers and Corporate Governance

7 unchanged sentences

Principal Accounting Fees and Services

Our independent registered accounting firm is KPMG LLP, Chicago, IL, Auditor Firm ID:

The information required to be disclosed by this item is incorporated herein by reference to our 2022 Proxy Statement, which we expect to file with the SEC within 120 days after the end of our fiscal year ended December 31, 2021.

5 unchanged sentences

Financial statement schedules are omitted because required information is shown elsewhere in this report, is not necessary or is not applicable.

2.1 Contribution Agreement, dated January 12, 2015, by and among SunCoal & SunCoke LLC, SunCoke Energy Partners, L.P., SunCoke Energy, Inc.

and agreed to for purposes of Section 2.9 thereof by Gateway Energy & Coke Company, LLC (incorporated by reference herein to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on January 13, 2015, File No.

2.2 Contribution Agreement, dated as of July 20, 2015, by and between Raven Energy Holdings, LLC and SunCoke Energy Partners, L.P., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No.

001-35243) filed on August 18, 2015

2.3 Agreement and Plan of Merger dated as of February 4, 2019 by and among SunCoke Energy, Inc., SC Energy Acquisition LLC, SunCoke Energy Partners, L.P., and SunCoke Energy Partners GP LLC.

5 unchanged sentences

2 to Registration Statement on Form S-1, filed on June 3, 2011, File No.

4.2* Description of the Registrant's Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)

4.3 Indenture, dated May 24, 2017, among SunCoke Energy Partners, L.P., SunCoke Energy Partners Finance Corp., the Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.:

001-35782, filed on May 25, 2017 by SunCoke Energy Partners, L.P.).

4.3.1 First Supplemental Indenture, dated August 5, 2019 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No.:

001-35243, filed on August 7, 2019).

4.3.2 Second Supplemental Indenture, dated as of January 1, 2020 (incorporated by reference herein to Exhibit 4.3.2 to the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2019, filed on February 20, 2020, File No.

4.2 Description of the Registrant's Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference herein to Exhibit 4.2 to the Company's Annual Report on Form 10-K, filed on February 25, 2021, File No.

4.3 Indenture, dated June 22, 2021, by and among SunCoke Energy, Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and as notes collateral agent (incorporated by reference herein to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on June 22, 2021, File No.

4.3.1 Form of 4.875% Senior Secured Notes due 2029 (included in Exhibit 4.3)(incorporated by reference herein to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on June 22, 2021, File No.

10.1 Second Amended and Restated Credit Agreement, dated August 5, 2019 by and among SunCoke Energy, Inc.

6 unchanged sentences

10.2.1 Borrower Joinder Agreement, dated as of December 31, 2019 by and between SunCoke Energy Partners Finance Corp., SunCoke Energy, Inc., the other borrowers and Bank of America Administrative Agent (incorporated by reference herein to Exhibit 10.2.1 to the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2019, filed on February 20, 2020, File No.

10.3** SunCoke Energy, Inc.

Senior Executive Incentive Plan, amended and restated effective as of December 9, 2015 (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 8, 2016, File No.

10.3* Second Amendment to Second Amended and Restated Credit Agreement, dated June 22, 2021 among SunCoke Energy, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference herein to Exhibit 4.3 to the Company's Current Report on Form 8-K, filed on June 22, 2021, File No.

10.4** SunCoke Energy, Inc.

Annual Incentive Plan, amended and restated as of December 9, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 8, 2016, File No.

Annual Incentive Plan, amended and restated as of December 8, 2021 (filed herewith)

10.5** SunCoke Energy, Inc.

Long-Term Performance Enhancement Plan, amended and restated effective as of February 14, 2018 (incorporated by reference herein to Exhibit A to the Company’s Notice of Annual Meeting of Stockholders and Definitive Proxy Statement on Schedule 14A, filed on March 21, 2018, File No.

Long-Term Performance Enhancement Plan, amended and restated effective as of February 14, 2018 (filed herewith)

10.5.1** Form of Stock Option Agreement under the SunCoke Energy, Inc.

11 unchanged sentences

and employees of SunCoke Energy, Inc.

or one of its Affiliates (filed herewith)

or one of its Affiliates (incorporated by reference herein to Exhibit 10.5.4 to the Company's Annual Report on Form 10-K, filed on February 25, 2021, File No.

10.5.5** Form of Cash Settled Restricted Share Unit Agreement under the SunCoke Energy, Inc.

1 unchanged sentence

and employees of SunCoke Energy, Inc.

or one of its Affiliates (filed herewith)

or one of its Affiliates (incorporated by reference herein to Exhibit 10.5.5 to the Company's Annual Report on Form 10-K, filed February 25, 2021.

10.5.6** Form of Performance Share Unit Agreement under the SunCoke Energy, Inc.

1 unchanged sentence

and employees of SunCoke Energy, Inc.

or one of its Affiliates (filed herewith)

or one of its Affiliates (incorporated by reference herein to Exhibit 10.5.6 to the Company's Annual Report on Form 10-K, filed February 25, 2021.

SunCoke Energy, Inc.

3 unchanged sentences

and employees of SunCoke Energy, Inc.

or one of its Affiliates (filed herewith)

or one of its Affiliates incorporated by reference herein to Exhibit 10.6.1 to the Company's Annual Report on Form 10-K, filed February 25, 2021.

SunCoke Energy, Inc.

7 unchanged sentences

10.7.4* Fourth Amendment to the SunCoke Energy, Inc.

Savings Restoration Plan, effective as of January 1, 2017 (filed herewith)

Savings Restoration Plan, effective as of January 1, 2017 incorporated by reference herein to Exhibit 10.7.4 to the Company's Annual Report on Form 10-K, filed February 25, 2021.

10.8** SunCoke Energy, Inc.

Special Executive Severance Plan, effective as of November 7, 2017 (incorporated by reference herein to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the years ended December 31, 2017, filed on February 15, 2018, File No.

Special Executive Severance Plan, amended and restated effective as of December 8, 2021 (filed herewith)

10.9** SunCoke Energy, Inc.

Executive Involuntary Severance Plan, amended and restated effective as of November 7, 2017 (incorporated by reference herein to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 15, 2018, File No.

Executive Involuntary Severance Plan, amended and restated effective as of December 8, 2021 (filed herewith)

10.10** SunCoke Energy, Inc.

2 unchanged sentences

10.11** SunCoke Energy, Inc.

Directors’ Deferred Compensation Plan, effective as of June 1, 2011 (incorporated by reference herein to Exhibit 10.35 to the Company’s Amendment No.

4 to Registration Statement on Form S-1 filed on July 6, 2011, File No.

Amended and Restated Directors’ Deferred Compensation Plan, effective as of February 23, 2022 (filed herewith)

10.12** Form of Indemnification Agreement, individually entered into between SunCoke Energy, Inc.

19 unchanged sentences

10.13.4† Amendment No.

4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed on November 6, 2020, File No.

7 to Coke Supply Agreement, dated July 30, 2020, by and among Jewell Coke Company, L.P., ArcelorMittal Cleveland LLC (f/k/a ArcelorMittal Cleveland Inc.) and ArcelorMittal USA LLC (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed on November 6, 2020, File No.

Coke Purchase Agreement, dated as of October 28, 2003, by and between Haverhill North Coke Company, ArcelorMittal Cleveland Inc.

57 unchanged sentences

21.1* Subsidiaries of the Registrant (filed herewith)

22.1* List of Issuers and Guarantor Subsidiaries

22.1* List of Issuers and Guarantor Subsidiaries (filed herewith)

23.1* Consent of KPMG LLP (filed herewith)

24.1* Powers of Attorney (filed herewith)

31.1* Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2* Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1* Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S.

Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2* Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S.

31.1* Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1* Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S.

Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

95.1* Mine Safety Disclosure (filed herewith)

99.1* SunCoke Energy Partners, L.P.

Consolidated Statements of Operations, Consolidated Balance Sheets, and Consolidated Statements of Cash Flows

101* The following financial statements from SunCoke Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 24, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Loss( Income), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) the Notes to Consolidated Financial Statements.

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) the Notes to Consolidated Financial Statements.

104* The cover page from SunCoke Energy, Inc's Annual Report on Form 10-K for the year ended December 31, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

6 unchanged sentences

SUNCOKE ENERGY, INC.

Senior Vice President and

Chief Financial Officer

/s/ Michael G.

President and Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February 24, 2022.

2 unchanged sentences

Rippey President and Chief Executive Officer

(Principal Executive Officer)

/s/ Fay West Senior Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Allison S.

Lausas* Vice President, Controller and Treasurer

(Principal Executive Officer and Principal Financial Officer)

/s/ Bonnie M.

Edeus* Vice President, Controller

(Principal Accounting Officer)

1 unchanged sentence

Anton* Chairman of the Board

/s/ Alvin Bledsoe* Director

Alvin Bledsoe

/s/ Martha Z.

5 unchanged sentences

Lewis* Director

Sweetnam* Director

* Fay West, pursuant to powers of attorney duly executed by the above officers and directors of SunCoke Energy, Inc.

Rippey, pursuant to powers of attorney duly executed by the above officers and directors of SunCoke Energy, Inc.

and filed with the SEC in Washington, D.C., hereby executes this Annual Report on Form 10-K on behalf of each of the persons named above in the capacity set forth opposite his or her name.

/s/ Fay West February 25, 2021

/s/ Michael G.

Rippey February 24, 2022

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 9A. Controls and Procedures