What changed in this filing

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Item 1. Business

2024-02-22 compared with 2023-02-24 · 138 added, 178 removed, 400 unchanged (44% of the section changed)

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Our coke is primarily used as a principal raw material in the blast furnace steelmaking process as well as in the foundry production of casted iron, and the majority of our sales are derived from blast furnace coke sales made under long-term, take-or-pay agreements.

We also export coke to international customers seeking high-quality product for their blast furnaces.

We also sell coke produced utilizing capacity in excess of that reserved for our long-term, take-or-pay agreements to customers in both the export and North American domestic coke markets seeking high-quality product for their blast furnaces.

We have designed, developed and built, and we currently own and operate five cokemaking facilities in the United States (“U.S.”) with collective nameplate capacity to produce approximately 4.2 million tons of blast furnace coke per year.

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Our logistics terminals, which are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports, have the collective capacity to mix and/or transload more than 40 million tons of product annually and have storage capacity of approximately 3 million tons.

We report our business results through three segments:

We report our business results through three reportable segments:

Domestic Coke, Brazil Coke and Logistics.

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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/

Indiana Harbor East Chicago, Indiana 1998 Heat for power generation 268 1,220 Cliffs Steel September

2035 Capacity

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

Algoma Steel (4)

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( “ Algoma Steel ” ).

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

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

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

Tonnage produced in excess of those contracted under our long-term, take-or-pay agreements at Jewell and Haverhill I is generally sold into the foundry and export coke markets.

Non-contracted blast coke produced utilizing capacity in excess of that reserved for our long-term, take-or-pay agreements at Jewell and Haverhill I is generally sold into the foundry, export and North American spot coke markets.

Blast Furnace Coke

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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, therefore, we have limited exposure to the domestic spot prices for blast furnace coke.

Our domestic capacity is largely consumed by these long-term agreements, which do not have exposure to the fluctuations in domestic spot prices for blast furnace coke.

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.

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Coke prices in our long-term, take-or-pay agreements also include both an operating cost component and a fixed fee component.

During 2022, 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.

During 2023, operating costs under four of our coke sales agreements are fixed subject to an annual adjustment based on an inflation index.

Under our other three 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.

Accordingly, actual operating costs in excess of caps or budgets can have a significant impact on the profitability of all of our domestic cokemaking facilities.

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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.

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

Export coke sales are generally made on a spot basis at the current market price and do not contain the same provisions as our long-term, take-or-pay agreements discussed above.

We also sell non-contracted blast furnace coke tons into the North American spot coke and export coke markets, utilizing capacity in excess of that reserved for our long-term, take-or-pay agreements.

These non-contracted blast coke sales are generally sold on a spot basis at the current market price, and do not contain the same provisions as our long-term, take-or-pay agreements discussed above.

While the revenues in our Domestic Coke segment are primarily tied to blast furnace coke sales made under long-term, take-or-pay agreements, we also produce and sell foundry coke out of our Jewell cokemaking facility.

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.

Foundry coke is a high-quality type 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.

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.

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Revenues from the Brazilian cokemaking facility are derived from licensing and operating fees, which are based upon the level of production required by our customer and full pass-through of the operating costs of the facility.

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

Our Logistics segment consists of Convent Marine Terminal ( “ CMT ” ), Kanawha River Terminal ( “ KRT ” ) and SunCoke Lake Terminal ( “ Lake Terminal ” ).

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

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KRT is a leading metallurgical and thermal coal mixing and handling terminal service provider with collective capacity to mix and transload 25 million tons annually through its operations in Ceredo and Belle, West Virginia.

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

Lake Terminal provides coal handling and mixing services to SunCoke's Indiana Harbor cokemaking operations.

Market Discussion and Competition

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

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

We direct our marketing efforts principally towards these areas.

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Most of the world’s coke production capacity is owned by blast furnace steel companies.

The international merchant coke market is largely supplied by Chinese, Colombian and Ukrainian producers, among others, but it can be challenging to maintain high quality coke in the export market, and when coupled with transportation costs, coke imports into the U.S.

The international merchant coke market is largely supplied by Chinese and Colombian producers, among others, but it can be challenging to maintain high quality coke in the export market, and when coupled with transportation costs, coke imports into the U.S.

are often not economical.

However, the supply of coke from international merchants does impact our ability to sell tons in excess of those contracted under out long-term, take-or-pay agreements into the coke export market.

However, the supply of coke from international merchants does impact our ability to sell tons in excess of those contracted under out long-term, take-or-pay agreements into the export coke market.

We believe we are well-positioned to compete with other coke producers.

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We also monitor ferrous technologies, such as direct reduced iron production, as these could indirectly impact our blast furnace customers.

During the first half of 2022, the price of and demand for export coke out of the U.S.

increased as a result of the ongoing global coke trade imbalance, which was driven by a decrease in global coke supply and geopolitical events including the Russian invasion of Ukraine and the related sanctions imposed on Russia in 2022, benefiting our export coke sales.

During the second half of 2022, the export coke market declined as compared to the first half of the year due to economic uncertainty, inflation, volatility in commodity pricing and lower Chinese coke prices, resulting in a decrease in price of global export coke.

During 2023, economic uncertainty, driven by inflation and commodity pricing volatility, resulted in declines in the price of global export coke, reducing the sales price of our non-contracted blast coke.

All non-contracted blast coke is produced utilizing capacity in excess of that reserved for long-term, take-or-pay Domestic Coke sales agreements, which largely consume our capacity and are not impacted by the fluctuation of coke prices.

Our principal competitors of CMT are located on the U.S.

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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.

During 2022, high natural gas prices resulted in increased global demand for coal to meet European energy needs.

Additionally, geopolitical events discussed above further contributed to the increased coal demand in Europe.

The API2 index price remained high throughout 2022 as a result of this higher global demand for coal, which has benefited certain CMT customers and resulted in a positive impact on CMT's results in 2022.

During 2023, decreases in European energy needs, primarily due to mild weather conditions, ample European coal inventory and the stabilization of global thermal coal supply, resulted in lower demand for coal delivery into northwest Europe and negatively impacted export coal volumes from CMT.

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.

Our KRT competitors are generally located within 100 miles of our

KRT has fully automated and computer-controlled mixing capabilities that mix coal to within two percent accuracy of customer specifications.

Our KRT competitors are generally located within 100 miles of our operations.

KRT has fully automated and computer-controlled mixing capabilities that mix coal to within two percent

accuracy of customer specifications.

KRT also has the ability to provide pad storage and has access to both CSX and Norfolk Southern rail lines as well as the Ohio River system.

Lake Terminal and DRT provide coal handling and/or mixing services to our Indiana Harbor and Jewell cokemaking facilities, respectively, and therefore, do not have any competitors.

Lake Terminal provides coal handling and/or mixing services to our Indiana Harbor cokemaking facility and therefore, does not have any competitors.

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

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KRT service demand fluctuates due to changes in the domestic electricity markets.

Excessively hot summer weather or cold winter weather may increase commercial and residential needs for heat or air conditioning, which in turn may increase electricity usage and the demand for thermal coal and, therefore, may favorably impact our logistics business.

Excessively hot summer weather or cold winter weather may increase commercial and residential needs for air conditioning or heat, which in turn may increase electricity usage and the demand for thermal coal and, therefore, may favorably impact our logistics business.

Additionally, operating costs at CMT are impacted by water levels on the Mississippi River, which are often higher in the spring months.

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In 2024, our metallurgical coal contracts are generally based on coke production requirements.

Refer to our Management's Discussion and Analysis for further detail on our coal contractual obligations.

Refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A") for further detail on our coal contractual obligations.

Transportation and Freight

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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 may include annual volume commitments, and are generally passed through to our customers.

The destination for non-contracted blast coke sales is also generally designated by the customer and shipments are made by either railcar, truck, barge or ship.

Transportation and freight costs associated with these sales do not contain the same pass through provisions as our long-term, take-or-pay agreements.

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.

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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.

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.

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, high quality foundry coke, higher activity foundry coke, hydrated activated carbon for removing mercury from a flue-gas desulfurization system, corrosion resistant spray dry absorber, low particulate matter quench tower design 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.

As of December 31, 2023, we had 79 patents issued and 34 pending in the U.S., as well as 250 issued and 80 pending in foreign jurisdictions.

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.

As of December 31, 2023, we had 38 patents issued and 16 pending in Brazil.

Human Capital Management

Our human capital strategy is focused on attracting, developing and retaining diverse talent.

At SunCoke we foster an inclusive work environment where our employees are respected, trusted and feel empowered to provide value as individuals and as a collaborative team.

Our employees offer a fresh perspective on SunCoke operations.

We welcome their ideas on process improvement and value each employee’s contribution across the business.

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

The leadership of our Human Resources department, in partnership with local Human Resources and General Managers, as well as our Legal department, including our Chief Compliance Officer, sponsor the development and oversight of all human capital programs in the organization including:

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

Our human capital strategy is focused on workforce composition, talent recruitment and retention, diversity, workforce stability, training and total compensation.

At SunCoke we aim to foster an inclusive work environment where our employees are respected, trusted and feel empowered to provide value as individuals and as a collaborative team.

We feel our employees offer a fresh perspective on SunCoke operations and so we welcome their ideas on process improvement and value each employee’s contribution across the business.

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

The leadership of our Human Resources department, in partnership with local Human Resources and General Managers sponsor the development and oversight of all human capital programs in the organization including:

(i) workforce composition, recruitment and retention, (ii) culture, (iii) workforce stability, (iv) employee development and training, (v) benefits, (vi) talent management and total compensation.

Additionally, Human Resources works in collaboration with our Legal department, including our Chief Compliance Officer, as necessary for human capital matters, ethics and compliance.

Workforce Culture

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provide safe, reliable and environmentally sound operations for our people and their families, our customers and the communities where we do business.

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

Workforce Composition and Recruitment

As of December 31, 2023, we have 871 employees in the U.S.

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As of December 31, 2023, we have 280 employees at the cokemaking facility in Vitória, Brazil, all of whom are represented by a union under a labor agreement .

We recognize that our commitment to advance a diverse, equitable and inclusive environment starts with how we put that vision into practice inside our company.

We incorporate diversity into recruiting, training, developing and retaining our employees.

We partner with reputable recruitment firms to fill key positions.

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

Hiring managers then focus on ensuring a qualified diverse pool of candidates are interviewed and considered for job openings.

In 2022, we required all frontline leaders and all SunCoke management to attend a diversity and inclusion training.

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

The tables below provide breakdowns of gender representation globally and racial/ethnic group representation for U.S.

Gender Representation for Global Employees

Number of employees Percent of employee level Number of employees Percent of employee level

Executive (1)

5 36 % 9 64 %

Non-Executive Management (2)

28 27 % 77 73 %

Senior Leaders (3)

33 28 % 86 72 %

Professionals (4)

31 31 % 68 69 %

All Other Employees (5)

47 5 % 907 95 %

Grand Total 111 9 % 1061 91 %

Racial/Ethnic Representation of US Employees

Asian Black or African American Hispanic or Latino White Other

Number of employees Percent of employee level Number of employees Percent of employee level Number of employees Percent of employee level Number of employees Percent of employee level Number of employees Percent of employee level

Executive (1)

1 7 % 0 — % 0 — % 13 93 % 0 — %

Non-Executive Management (2)

3 3 % 3 3 % 5 5 % 83 88 % 1 1 %

Senior Leaders (3)

4 4 % 3 3 % 5 4 % 96 88 % 1 1 %

Professionals (4)

4 5 % 2 3 % 2 3 % 66 89 % 0 — %

All Other Employees (5)

0 — % 72 10 % 52 7 % 571 82 % 9 1 %

Grand Total 8 1 % 77 9 % 59 7 % 733 82 % 10 1 %

(1) Represents Executives/Senior Officers and Managers as defined by the EEO-1 Job Classification Guide

(2) Represents First/Mid Officers and Managers as defined by the EEO-1 Job Classification Guide

(3) Represents a weighted average of Executive Management and Non-Executive Management

(4) Represents Professionals and Administrative Support Workers as defined by the EEO-1 Job Classification Guide

(5) Represents all other classified employees as defined by the EEO-1 Job Classification Guide

On recruiting, we partner with reputable recruitment firms to fill key positions.

To expand our recruitment pools, we have partnered with a third-party vendor specializing in broader outreach, which presents SunCoke’s open roles to organizations from traditionally underrepresented backgrounds across the nation.

This partnership will support our focus on attracting qualified candidates from such backgrounds to apply for positions at SunCoke.

In 2023, we required frontline leaders and SunCoke management to attend a diversity and inclusion training.

The training was conducted by an outside firm to further develop the ability to create an environment where everyone feels valued and has the opportunity to succeed.

While we believe that these efforts are important to the Company’s long-term performance and value, we recognize the importance of pursuing such efforts in legally compliant ways.

We are committed to not making employment (including hiring, promotion, and compensation) or other contracting decisions on the basis of any legally protected characteristic.

Workforce Stability & Leadership Experience

Our commitment to employee retention thr ough our talent management, benefits, performance management and total compensation programs is shown through our low turnover rate of less than 1 percent in 2022.

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 commitment to employee retention thr ough our talent management, benefits, performance management and total compensation programs is shown through our low regrettable turnover rate of approximately 1 percent in 2023.

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 nearly 20 years of leadership experience and an average tenure (or length of service) of over 14 years with SunCoke.

Employee Development & Training

SunCoke provides a robust training program that meets or exceeds all applicable regulatory requirements.

SunCoke provides a robust training program that is meant to meet applicable regulatory requirements.

In addition to the annual interactive video-based SunCoke Code of Business Conduct and Ethics training we provide to all employees, 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, Retirement Planning, and Substance Abuse Awareness.

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.

SunCoke utilizes a variety of information security training methods, including

training segments on data security best practices and periodic security awareness communications that remind employees to stay vigilant with respect to data security.

Over the past several years, special training topics have included Active Shooter Preparedness, Harassment, Worker’s Compensation, Diversity and Inclusion (Inclusive Leadership, Unconscious Bias at the Workplace), Conducting Effective Investigations, Retirement Planning, and Substance Abuse Awareness.

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

The Personal Information & Privacy Policy is updated periodically to reflect evolving data security best practices.

SunCoke utilizes a variety of information security training methods, including training segments on data security best practices and periodic security awareness communications that remind employees to stay vigilant with respect to data security.

We believe in developing our employees both within their daily roles and to be ready for their next assignment at SunCoke.

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

For example, in 2022, through partnership with a global leadership consulting firm, SunCoke Human Resources leaders delivered frontline leadership training courses to field new leaders and supervisors.

The courses 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.

In 2023, SunCoke signed a contract to partner with a global leadership consulting firm.

Frontline supervisors and first-time managers will receive training that we believe is important for their leadership skills development, including training on conflict resolution, high-quality decision making, communication, coaching, and improving safety and workplace performance.

We pride ourselves on being a lean workforce that focuses on developing and promoting talent internally.

We engage in succession planning to ensure that development and training opportunities are identified for high performing talent, preparing potential successors for our most critical roles.

Our open roles are almost always filled internally, and our key positions (General Manager, Maintenance Manager and Operations Manager) are only filled internally.

We engage in succession planning to help identify development and training opportunities for high performing talent, preparing potential successors for our most critical roles through assessment of the incumbents and equipping these employees with individualized development plans and job assignments to help them grow.

We offer comprehensive benefits to our employees and their families, including health care coverage, retirement benefits, life and disability insurance, competitive vacation and leave policies.

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

supplemental life insurance for all eligible family members, supplemental short-term disability, a legal services plan, a weight-loss program, an identity theft and device protection program, financial retirement planning education and coaching, paid-time off (including time for community service), tuition reimbursement, health management for chronic conditions, a 24/7 employee assistance program, and telemedicine.

supplemental life insurance for all eligible family members, supplemental short-term disability, a legal services plan, an identity theft and device protection program, financial retirement planning education and coaching, paid-time off (including time for community service), tuition reimbursement, health management for chronic conditions, a 24/7 employee assistance program, and telemedicine.

Talent Management and Total Compensation

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Employees and their managers are accountable for the goals and must review their performance against the goals on an ongoing basis.

We provide employee base wages that are competitive and consistent with employees' positions, skill levels, experience, and geographic location.

It is our policy to provide employee base wages that are competitive and consistent with employees' positions, skill levels, experience, and geographic location.

We use an annual review process to evaluate employees' performance and assist in their development.

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• Visible safety leadership - Site and corporate leadership have made a commitment to safety as the paramount value within the Company and our site leadership practices visible safety leadership on a daily basis.

• Communication and training - All team members and contractors take responsibility for their own safety and the safety of those around them, and we train to ensure proper safety knowledge.

• Safe work practices - All team members and contractors take the time necessary to properly identify and mitigate all hazards and safely do each job.

• Incident investigation – We comply with all applicable laws and regulations and perform root cause analysis on all incidents.

• Communication and training - All team members and contractors take responsibility for their own safety and the safety of those around them, and we train for proper safety knowledge.

• Safe work practices - All team members and contractors take the time necessary to properly identify and mitigate hazards and safely do each job.

• Incident investigation – We have a structured process for investigating incidents and perform root cause analysis of significant incidents.

• Continuous improvement – We are always focused on preventing safety incidents and Thinking Safe, Acting Safe and Being Safe.

Our target for Total Recordable Incident Rate ("TRIR") at SunCoke for 2023 w as 0.80 company-wide, which includes both employees and contractors.

We improved our safety performance in 2022 (0.69 TRIR).

Our safety performance in 2023 was 0.99 TRIR.

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

According to the Bureau of Labor Statistics, the TRIR of Other Petroleum and Coal Products (Coke) Manufacturing was 4.3 for 2021 and 2.8 for the Iron and Steel Mills sector, based on the most recent data available.

According to the Bureau of Labor Statistics, the TRIR of Other Petroleum and Coal Products (Coke) Manufacturing was 3.1 in 2022 and the TRIR for the Iron and Steel Mills sector was 2.2 in 2022, based on the most recent data available.

Our year-over-year safety performance is consistently significantly lower than average industry-wide rates, demonstrating our strong commitment to safety.

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In addition to the anonymous hotline, hourly employees represented by a collective bargaining unit can also file a report using the applicable union grievance process.

Nothing in our Code of Business Conduct and Ethics is intended to prevent anonymous individuals from communicating directly with relevant government authorities about potential violations of law.

Legal and Regulatory Requirements

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Unlike the BACT analysis, cost is generally not considered as part of a LAER analysis, and emissions in a non-attainment area must be offset by emission reductions obtained from other sources .

Any changes in attainment status for areas where our facilities are located presents a risk that we may be required to install additional pollution controls, which may require us to incur greater operating costs at those facilities.

Any changes in attainment status for areas where our facilities are located present a potential risk that may impact our operations and costs.

• More stringent NAAQS for ambient nitrogen dioxide ("NO2") and sulfur dioxide ("SO2") went into effect in 2010.

In July 2013, the EPA identified or "designated" as non-attainment 29 areas in 16 states where monitored air quality showed violations of the 2010 1-hour SO2 NAAQS.

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 action is required for the facilities with respect to SO2 emissions at this time.

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

These designations mean that no action is required for the facilities wi th respect to SO2 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 1-hour SO2 NAAQS.

There is a potential risk that any re-designations may have an impact on our operations and costs for facilities located in areas that the EPA determines to be non-attainment with the 1-hour SO2 NAAQS.

• In 2012, more stringent NAAQS for fine particulate matter ("PM"), or PM 2.5, went into effect.

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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.

However, on February 7, 2024, the EPA adopted a rule that would lower the annual PM2.5 NAAQS and maintain the daily PM 2.5 standard, the daily PM 10 standard, and the secondary NAAQS for PM 10 and PM 2.5.

It is possible that the areas where our facilities are located may be redesignated in the future as non-attainment areas as a result of this rule.

If redesignated, there is a potential risk that any re-designations may have an impact on our operations and costs for facilities located in areas that the EPA determines to be non-attainment with the 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 January 2018, the EPA designated the areas where the Haverhill and Jewell facilities are located as attainment/unclassifiable for ozone.

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

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.

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

On June 9, 2022, the U.S.

EPA redesignated the area where the Middletown facility is located as an attainment area for the 2015 ozone NAAQS based on a request for redesignation by the Ohio Environmental Protection Agency on December 21, 2021.

the EPA redesignated the area where the Middletown facility is located as an attainment area for the 2015 ozone NAAQS.

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 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 the 2015 ozone standard will impact our business at this time, it presents a potential risk of having an impact on our operations.

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 the 2015 ozone standard will impact our business at this time, it presents a potential risk of having an impact on our operations and costs.

• The EPA adopted a rule in 2010 requiring a new facility that is a major source of greenhouse gases (“GHGs”) to install equipment or employ BACT procedures.

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Based on the species that have been designated as endangered or threatened on our properties and the current application of these laws and regulations, we do not believe that they are likely to have a material adverse effect on our operations.

• Permitting and Bonding for Former Coal Mining Operations.

• Permitting Requirements for Former Coal Mining Operations.

The Surface Mining Control and Reclamation Act of 1977 (“SMCRA”) and applicable state equivalents govern mining permits and reclamation plans, documents defining ownership and agreements pertaining to coal, minerals, oil and gas, water rights, rights of way and surface land and documents required by the Office of Surface Mining Reclamation and Enforcement’s (“OSM’s”) Applicant Violator System.

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• Clean Air Act.

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

The Clean Air Act ("CAA") and similar state laws and regulations affect our cokemaking operations.

These may be through permitting and/or emissions control requirements relating to criteria

pollutants or MACT standards.

These air emissions programs that may affect our operations, directly or indirectly, include, but are not limited to:

the Acid Rain Program;

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and New Source Review.

◦ The CAA requires, among other things, the regulation of hazardous air pollutants through the development and promulgation of various industry-specific MACT standards.

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

◦ Regulation of hazardous air pollutants through the development and promulgation of various industry-specific MACT standards impacts our cokemaking facilities.

We are subject to two categories of MACT standards.

The first category applies to pushing and quenching.

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The EPA is required to make a risk-based determination for pushing and quenching emissions and determine whether additional emissions reductions are necessary.

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.

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

However, in June 2022, EPA petitioned the court to extend the deadline, which the Court decided in November 2022 to extend to a May 23, 2024 deadline.

EPA issued a new information request to our cokemaking facilities and other companies in 2022 associated with this rulemaking.

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 CAA requires that states submit State Implementation Plans that demonstrate reasonable progress towards achieving natural visibility conditions in Class I areas.

In 2016 and 2022, the 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, 2022, and 2023.

On August 16, 2023, the EPA proposed a rule that would impose various new emissions limits and other requirements under both categories of MACT standards regulating our cokemaking facilities.

We submitted comments for the EPA’s consideration in response to this proposed rule.

While we are not able to determine the extent to which any new standards would impact our business at this time, if the rule is finalized as proposed and withstands legal challenges, compliance with some of these proposed requirements may require the installation of additional pollution control systems and presents a potential risk of having an impact on operations and costs at some of our facilities.

The EPA is required to finalize any changes to these MACT standards by May 23, 2024 pursuant to a court-ordered deadline.

◦ The Regional Haze program 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 the installation of new controls is not feasible and any new requirements should be limited to operating pollution controls already present at the facility.

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.

◦ On April 6, 2022, EPA proposed a Federal Implementation Plan Addressing Regional Ozone Transport for the 2015 Ozone NAAQS, which includes requirements applicable to certain coke plant operations.

The VDEQ is currently reviewing Jewell’s determination that the installation of new controls is not feasible and any new requirements should be limited to operating pollution controls already present at the facility.

Jewell submitted a permit application to the VDEQ related to this determination, which is under review by the VDEQ at this time.

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

◦ On April 6, 2022, the EPA proposed a Federal Implementation Plan Addressing Regional Ozone Transport for the 2015 Ozone NAAQS, which proposed requirements applicable to certain coke plant operations.

SunCoke submitted comments on the proposed rule requesting clarification that the rule does not apply to our facilities.

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

In response to comments from SunCoke and other coke manufacturers, the EPA did not regulate coke ovens under the final rule released in March 2023.

• Terminal Operations.

Our terminal operations located along waterways and the Gulf of Mexico are also governed by permitting requirements under the CWA (as defined below) and CAA.

Our terminal operations located along waterways and the Gulf of Mexico are also governed by permitting requirements under the CWA (as defined below) and the CAA.

These terminals are subject to U.S.

Coast Guard regulations and comparable state statutes regarding design, installation, construction, and management.

Many such terminals owned and operated by other entities that are also used to transport coal and petcoke, including for export, have been pursued by environmental interest groups for alleged violations of their permits’ requirements, or have seen their efforts to obtain or renew such permits contested by such groups.

While we believe that our operations are in material compliance with these permits, it is possible that such challenges or claims will be made against our operations in the future.

Moreover, our terminal operations may be affected by the impacts of additional regulation on petcoke or on the mining of all types of coal and use of thermal coal for fuel, which is restricting supply in some markets and may reduce the volumes of coal that our terminals manage.

Coast Guard regulations and comparable state statutes regarding design, installation, construction, management and security.

• Federal Energy Regulatory Commission.

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”).

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.

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.

The 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 the FERC’s market-based rate regulations, which require regular regulatory compliance filings.

• Clean Water Act of 1972.

The Clean Water Act of 1972 (“CWA”) may affect our operations by requiring water quality standards generally and through the National Pollutant Discharge Elimination System (“NPDES”) program.

Regular monitoring, reporting requirements and performance standards are requirements of NPDES permits that govern the discharge of pollutants into water.

Regular monitoring, reporting requirements and performance standards are requirements of NPDES

permits that govern the discharge of pollutants into water.

Discharges must either meet state water quality standards or be authorized through available regulatory processes such as alternate standards or variances.

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We may generate wastes, including “solid” wastes and “hazardous” wastes that are subject to the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes.

The EPA has limited the disposal options for certain wastes that are designated as hazardous wastes under RCRA.

The EPA has limited the disposal options for certain wastes that are designated as hazardous wastes under the RCRA.

Furthermore, it is possible that certain wastes generated by our operations that currently are exempt from regulation as hazardous wastes may in the future be designated as hazardous wastes, and therefore be subject to more rigorous and costly management, disposal and clean-up requirements.

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Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as Superfund, and similar state laws, responsibility for the entire cost of clean-up of a contaminated site, as well as natural resource damages, can be imposed upon current or former site owners or operators, or upon any party who released one or more designated “hazardous substances” at the site, regardless of the lawfulness of the original activities that led to the contamination.

In the course of our operations we may have generated and may generate wastes that fall within CERCLA’s definition of hazardous substances.

In the course of our operations we may have generated and may generate wastes that fall within the CERCLA’s definition of hazardous substances.

We also may be an owner or operator of facilities at which hazardous substances have been released by previous owners or operators.

Under CERCLA, we may be responsible for all or part of the costs of cleaning up facilities at which such substances have been released and for natural resource damages.

Under the CERCLA, we may be responsible for all or part of the costs of cleaning up facilities at which such substances have been released and for natural resource damages.

We also must comply with reporting requirements under the Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act.

• Pursuant to a court-mandated deadline, EPA published a final rule in December 2020 that does not impose financial assurance requirements for managing hazardous substances on the coal products manufacturing sector under Section 108(b) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA 108(b)”).

EPA’s final rule determined that the risks associated with these facilities’ operations are addressed by existing federal and state programs and regulations and modern industry practices.

◦ Pursuant to a court-mandated deadline, the EPA published a final rule in December 2020 that does not impose financial assurance requirements for managing hazardous substances on the coal products manufacturing sector under Section 108(b) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA 108(b)”).

The EPA’s final rule determined that the risks associated with these facilities’ operations are addressed by existing federal and state programs and regulations and modern industry practices.

• Climate Change Legislation and Regulations.

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The EPA also finalized a rule in 2010 requiring a new facility that is a major source of GHGs to install equipment or employ BACT procedures.

In 2014, the Supreme Court issued an opinion holding that although EPA may not treat GHGs as a pollutant for the purpose of determining whether a source must obtain a PSD or Title V permit, EPA may continue to require GHG limitations in permits for sources classified as major based on their emission of other pollutants.

In 2014, the Supreme Court issued a decision holding that although the EPA may not treat GHGs as a pollutant for the purpose of determining whether a source must obtain a PSD or Title V permit, the EPA may continue to require GHG limitations in permits for sources classified as major based on their emission of other pollutants.

Currently there is little information as to what may constitute BACT for GHG in most industries.

Under this rule, certain modifications to our facilities could subject us to the additional permitting and other obligations related to emissions of GHGs under the New Source Review/Prevention of Significant Deterioration ("NSR/PSD") and Title V programs of the CAA 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 rulemakings in recent years to regulate GHG emissions from existing and new coal fired power plants.

These various rules were vacated and/or determined to exceed EPA's authority by the U.S.

Court of Appeals for the District of Columbia and the United States Supreme

If EPA replaces these rules with a new rule that applies to our facilities, it may present a potential risk of having an impact on our operations and cost structure.

◦ 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 or regulations that apply to us will likely require us to incur increased operating and capital costs and/or increased taxes for GHG emissions.

We may not recover the costs related to compliance with regulatory requirements imposed on us from our customers due to limitations in our agreements.

The imposition of a carbon tax or similar regulation could materially and adversely affect our revenues.

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 adversely impact our revenues.

◦ The Securities and Exchange Commission ("SEC") intends to finalize new climate rules that, among other matters, will likely require disclosure of certain climate change-related information.

◦ The EPA has engaged in various rulemakings in recent years to attempt to regulate GHG emissions from existing and new coal fired power plants.

If the EPA were to ever promulgate a similar rule that applies to our facilities, it may present a potential risk of having an impact on our operations and cost structure.

◦ The SEC has said it intends to finalize new climate rules that, among other matters, may require disclosure of certain climate change-related information.

We expect that our operations will be subject to this disclosure rule.

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These standards impose minimum requirements for our operations to maintain and operate sites and equipment in a safe manner.

As noted above, we have consistently operated within the top quartiles for OSHA’s recordable injury rates as measured and reported by the American Coke and Coal Chemicals Institute.

CMT is subject to regulation by the U.S.

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Michael Hardesty 61 Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke

Edeus 39 Vice President, Controller

Zabiello 38 Vice President, Controller

Shantanu Agrawal 37 Vice President, Finance and Treasurer

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Nigl 57 Vice President, Coke Operations

Since January 1, 2023.

Since January 1, 2023 Mr.

Rippey has been Chief Executive Officer of SunCoke Energy, Inc., focusing on strategic objectives and growth initiatives for the company.

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(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 lspat Inland Inc.;

(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.

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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.

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

In addition to ArcelorMittal USA, Mr.

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Prior to that, she was Senior Vice President, Chief Legal Officer and Chief Human Resource Officer since November 2019.

In both of these roles Ms.

Gates led 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 has been practicing law for two decades, and 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 also co-chaired the civil litigation section of the firm’s Litigation Practice Group.

Gates served as Senior Vice President, General Counsel and Chief Compliance Officer from October 2015 to November 2019.

From July 2014 to October 2015, she was Vice President and Assistant General Counsel, where she focused on litigation, regulatory and commercial matters.

In addition, from October 2015 through June 2019, Ms.

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

We believe that Ms.

Gates’ legal knowledge and skill, along with experience with SunCoke’s operations and Human Resources management, provides the Board of Directors with valuable expertise regarding senior level strategic planning and relevant legal matters, including those related to corporate governance, litigation, health, environment, safety, mergers, acquisitions, compliance and commercial matters.

Gates 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.

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

Prior to joining SunCoke, Ms.

Gates practiced law for two decades.

As a Partner at Beveridge & Diamond, P.C., she served on the firm’s Management Committee and co-chaired the civil litigation section of the firm’s Litigation Practice Group.

Marinko was appointed as SunCoke Energy, Inc.’s Senior Vice President and Chief Financial Officer in March 2022.

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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.

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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.

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 holds a Master’s degree in Accounting from Northern Illinois University.

Prior to coming to the Company, Ms.

Edeus 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.

Zabiello was appointed Vice President and Controller of SunCoke Energy, Inc.

in April 2023.

Zabiello joined the Company in 2012 and has assumed progressively more responsible financial leadership roles, most recently serving as Director, Accounting and Assistant Treasurer.

Zabiello is a Certified Public Accountant and holds Bachelor’s and Master’s degrees in Accounting from Northern Illinois University.

Prior to joining the Company, Mr.

Zabiello worked in assurance services for Crowe Horwath LLP, a global public accounting firm.

Shantanu Agrawal.

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

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

He 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.

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Since joining SunCoke in February 2011 as Maintenance Manager at the Company’s Haverhill, Ohio cokemaking facility, Mr.

Nigl has progressed into leadership and oversight roles for the Company’s domestic cokemaking operations.

Nigl has progressed into leadership and oversight roles for the Company’s domestic cokemaking

Prior to joining SunCoke, Mr.

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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