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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-24 · 53 added, 65 removed, 170 unchanged (41% of the section changed)

1 unchanged sentence

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined under Exchange Act Rule 13a-15(f).

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined under Exchange Act Rule 13a-15(f).

Our internal control system was designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements.

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Based on such evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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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 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.

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Directors, Executive Officers and Corporate Governance

The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the 2022 Annual Meeting of the Stockholders (the "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.

The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the 2023 Annual Meeting of the Stockholders (the "2023 Proxy Statement"), which we expect to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2022.

Executive Compensation

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.

The information required to be disclosed by this item is incorporated herein by reference to our 2023 Proxy Statement, which we expect to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

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

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a)The following documents are filed as a part of this report:

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

3.2 Amended and Restated Bylaws of SunCoke Energy, Inc., effective as of February 1, 2016 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 2, 2016, File No.

3.2* Amended and Restated Bylaws of SunCoke Energy, Inc., effective as of February 23, 2023 (filed herewith)

4.1 Form of Common Stock Certificate of the Registrant (incorporated by reference herein to Exhibit 4.1 to the Company's Amendment No.

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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.

and SunCoke Energy Partners, L.P.

and certain other subsidiaries of SunCoke Energy, Inc., as joint and several borrowers, the several lenders party thereto from time to time and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on From 8-K (File No.:

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

10.2 First Amendment to the Second Amended and Restated Credit Agreement, dated as of December 31, 2019 by and among SunCoke Energy, Inc.

and SunCoke Energy Partners, L.P.

and certain other subsidiaries of SunCoke Energy, Inc., as joint and several borrowers, the several lenders party thereto from time to time and Bank of America, N.A., as administrative agent (incorporated by reference herein to Exhibit 10.2 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.

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* 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.

4.3.1 Form of 4.875% Senior Secured Notes due 2029 (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* Third Amended and Restated Credit Agreement, dated February 16, 2023 by and among SunCoke Energy, Inc., and certain subsidiaries of SunCoke Energy, Inc., as joint and several borrowers, the several lenders party thereto from time to time and Bank of America, N.A., as administrative agent (filed herewith)

10.2^ SunCoke Energy, Inc.

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

Annual Incentive Plan, amended and restated as of December 8, 2021 (incorporated by reference herein to Exhibit 10.4 to the Company's Annual Report on Form 10-K, filed on February 24, 2022, File No.

10.3^ SunCoke Energy, Inc.

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

Omnibus Long-Term Incentive Plan, effective May 12, 2022 (incorporated by reference herein to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on August 2, 2022, File No.

10.3.1^* Form of Stock Settled Restricted Share Unit Agreement under the SunCoke Energy, Inc.

Omnibus Long-Term Incentive Plan by and between SunCoke Energy, Inc.

and employees of SunCoke Energy, Inc.

or one of its Affiliates (filed herewith)

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

Omnibus Long-Term Incentive Plan by and between SunCoke Energy, Inc.

and employees of SunCoke Energy, Inc.

or one of its Affiliates (filed herewith)

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

Omnibus Long-Term Incentive Plan by and between SunCoke Energy, Inc.

and employees of SunCoke Energy, Inc.

or one of its Affiliates (filed herewith)

10.3.4^* Form of Long-Term Cash Incentive Award Agreement under the SunCoke Energy, Inc.

Omnibus Long-Term Incentive Plan by and between SunCoke Energy, Inc.

and employees of SunCoke Energy, Inc.

or one of its Affiliates (filed herewith)

10.4^ SunCoke Energy, Inc.

Long-Term Performance Enhancement Plan, amended and restated effective as of February 14, 2018 (incorporated by reference herein to Exhibit 10.5 to the Company's Annual Report on Form 10-K, filed on February 24, 2022, File No.

10.4.1^ Form of Stock Option Agreement under the SunCoke Energy, Inc.

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or one of its Affiliates (incorporated by reference herein to Exhibit 10.5.3 to the Company's Annual Report on Form 10-K, filed on February 16, 2017, File No.

10.5.4** Form of Stock Settled Restricted Share Unit Agreement under the SunCoke Energy, Inc.

Long-Term Performance Enhancement Plan by and between SunCoke Energy, Inc.

and employees of SunCoke Energy, Inc.

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.

Long-Term Performance Enhancement Plan by and between SunCoke Energy, Inc.

and employees of SunCoke Energy, Inc.

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.

Long-Term Performance Enhancement Plan by and between SunCoke Energy, Inc.

and employees of SunCoke Energy, Inc.

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.

Long-Term Cash Incentive Plan (effective as of January 1, 2016) (incorporated by reference herein to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 filed on April 27, 2016, File No.

Form of Award Agreement under the SunCoke Energy, Inc.

Long-Term Cash Incentive Plan by and between SunCoke Energy, Inc.

and employees of SunCoke Energy, Inc.

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.

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10.7^ SunCoke Energy, Inc.

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 December 8, 2021 (filed herewith)

Special Executive Severance Plan, amended and restated effective as of December 8, 2021 (incorporated by reference herein to Exhibit 10.8 to the Company's Annual Report on Form 10-K, filed on February 24, 2022, File No.

10.8^ SunCoke Energy, Inc.

Retainer Stock Plan for Outside Directors, effective as of June 1, 2011 (incorporated by reference herein to Exhibit 10.36 to the Company’s Amendment No.

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

Executive Involuntary Severance Plan, amended and restated effective as of December 8, 2021 (incorporated by reference herein to Exhibit 10.9 to the Company's Annual Report on Form 10-K, filed on February 24, 2022, File No.

10.9^ SunCoke Energy, Inc.

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

Amended and Restated Directors’ Deferred Compensation Plan, effective as of February 23, 2022 (incorporated by reference herein to Exhibit 10.11 to the Company's Annual Report on Form 10-K, filed on February 24, 2022, File No.

10.10^ Form of Indemnification Agreement, individually entered into between SunCoke Energy, Inc.

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5 to Registration Statement on Form S-1 filed on July 18, 2011, File No.

10.19 Support Agreement, dated as of February 4, 2019, by and between SunCoke Energy Partners, L.P., and Sun Coal & Coke LLC (incorporated by reference Ex.

10.1) to the Company's Current Report on Form 8-K, filed on February 5, 2019, File No.

21.1* Subsidiaries of the Registrant (filed herewith)

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23.1* Consent of KPMG LLP (filed herewith)

24.1* Powers of Attorney (filed herewith)

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.

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.

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

95.1* Mine Safety Disclosure (filed herewith)

101* The following financial statements from SunCoke Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 24, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(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.

(i) the Consolidated Statements of Income, (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, 2022 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

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SUNCOKE ENERGY, INC.

/s/ Michael G.

President and Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

Senior Vice President and Chief 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, 2023.

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/s/ Michael G.

Rippey President and Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

Rippey Chief Executive Officer and Director

(Principal Executive Officer )

/s/ Katherine T.

Gates President and Director

Marinko Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Bonnie M.

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Carnes Director

Della Ratta, Jr.* Director

Della Ratta, Jr.

/s/ Susan Landahl Director

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Lewis Director

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/ 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