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What changed in SunCoke Energy, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SunCoke Energy, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+364 added−335 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in SunCoke Energy, Inc.'s 2025 10-K

364 paragraphs added · 335 removed · 239 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

85 edited+37 added−39 removed86 unchanged
Biggest changeAt 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, 2024, we had 39 patents issued and 18 pending in Brazil. Human Capital Management Safety We live by the ethos: Think Safe. Act Safe. Be Safe.
Biggest changeAs of December 31, 2025, we had 102 patents issued and 29 pending in the U.S., as well as 116 issued and 80 pending in foreign jurisdictions. 5 Table of Contents 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.
These air emissions programs that may affect our operations, directly or indirectly, include, but are not limited to: the Acid Rain Program; NAAQS implementation for SO2, PM, NO2, lead, ozone, and carbon monoxide; GHG rules; the Cross-State Air Pollution Rule; MACT emissions standards for hazardous air pollutants; the Regional Haze Program; New Source Performance Standards (“NSPS”); and New Source Review. ◦ Regulation of hazardous air pollutants through the development and promulgation of various industry-specific MACT standards impacts our cokemaking facilities.
These air emissions programs that may affect our operations, directly or indirectly, include, but are not limited to: the Acid Rain Program; NAAQS implementation for SO2, PM, NO2, lead, ozone, and carbon monoxide; GHG rules; the Cross-State Air Pollution Rule; MACT emissions standards for hazardous air pollutants; the Regional Haze Program; New Source Performance Standards (“NSPS”); and New Source Review. • Regulation of hazardous air pollutants through the development and promulgation of various industry-specific MACT standards impacts our facilities.
Agrawal began his career with SunCoke as an FP&A Analyst in 2014. He has increasingly taken on more responsibilities and oversight over that period. In his current roles, Mr. Agrawal has led the Company’s finance function, including budgeting, forecasting, financial analysis, cash management, investor relations and procurement. John F. Quanci. Dr. John F.
Agrawal began his career with SunCoke as an FP&A Analyst in 2014. He has increasingly taken on more responsibilities and oversight over that period. In his current roles, Mr. Agrawal has led the Company’s finance function, including budgeting, forecasting, financial analysis, cash management, investor relations, risk management and procurement. John F. Quanci. Dr. John F.
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.
The international merchant coke market is largely supplied by Chinese, Colombian and Indonesian 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 export coke market. We believe we are well-positioned to compete with other coke producers.
However, the supply of coke from international merchants does impact our ability to sell tons in excess of those contracted under our long-term, take-or-pay agreements into the export coke market. We believe we are well-positioned to compete with other coke producers.
Ethics & Compliance We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including senior financial officers and executives. Our Code of Business Conduct and Ethics, along with our Core Values, establish the principles that guide our daily actions to uphold the highest standards of ethical and legal behavior.
We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including senior financial officers and executives. Our Code of Business Conduct and Ethics, along with our Core Values, establish the principles that guide our daily actions to uphold the highest standards of ethical and legal behavior.
With respect to permitting additional cokemaking facilities, protection of endangered or threatened species may have the effect of prohibiting, limiting the extent of or placing permitting conditions on soil removal, road building and other activities in areas containing the affected species.
With respect to permitting additional facilities, protection of endangered or threatened species may have the effect of prohibiting, limiting the extent of or placing permitting conditions on soil removal, road building and other activities in areas containing the affected species.
These changes in the terms of such bonds have been accompanied, at times, by a decrease in the number of companies willing to issue surety bonds. As of December 31, 2024, we have post ed $8.4 million in surety bonds or other forms of financial security for future reclamation. Regulation of Operations • Clean Air Act.
These changes in the terms of such bonds have been accompanied, at times, by a decrease in the number of companies willing to issue surety bonds. As of December 31, 2025, we have post ed $8.4 million in surety bonds or other forms of financial security for future reclamation. Regulation of Operations • Clean Air Act.
Item 1. Business Overview SunCoke Energy, Inc. (“SunCoke Energy,” “SunCoke,” “Company,” “we,” “our” and “us”) is the largest independent producer of high-quality coke in the Americas, as measured by tons of coke produced each year, and has more than 60 years of coke production experience.
Item 1. Business Overview SunCoke Energy, Inc. (“SunCoke Energy,” “SunCoke,” “Company,” “we,” “our” and “us”) is the largest independent producer of high-quality coke in the Americas, as measured by tons of coke produced each year, and has more than 65 years of coke production experience.
The Patient Protection and Affordable Care Act (“PPACA”), which was implemented in 2010, amended previous legislation and provides for the automatic extension of awarded lifetime benefits to surviving spouses and changes the legal criteria used to assess and award claims. SunCoke is not an active coal mine operator and does not 12 Table of Contents perform or oversee coal mining.
The Patient Protection and Affordable Care Act (“PPACA”), which was implemented in 2010, amended previous legislation and provides for the automatic extension of awarded lifetime benefits to surviving spouses and changes the legal criteria used to assess and award claims. SunCoke is not an active coal mine operator and does not perform or oversee coal mining.
Quanci has over 30 years of domestic and international experience in process research, development, plant optimization, manufacturing, rebuilding/turnarounds, and taking new technologies from ideation to full production. Over the course of his career, Dr.
Quanci has over 35 years of domestic and international experience in process research, development, plant optimization, manufacturing, rebuilding/turnarounds, and taking new technologies from ideation to full production. Over the course of his career, Dr.
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, management and security. • Federal Energy Regulatory Commission.
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 and certain of our industrial services operations are subject to U.S. Coast Guard regulations and comparable state statutes regarding design, installation, construction, management and security. • Federal Energy Regulatory Commission.
Additionally, under applicable federal air quality regulations, permitting requirements may differ among facilities, depending upon whether the cokemaking facility will be located in an “attainment” area—i.e., one that meets the national ambient air quality standards (“NAAQS”) for certain pollutants, or in a “non-attainment” or "unclassifiable" area.
Additionally, under applicable federal air quality regulations, permitting requirements may differ among facilities, depending upon whether the cokemaking facility or industrial services operations will be located in an “attainment” area—i.e., one that meets the national ambient air quality standards (“NAAQS”) for certain pollutants, or in a “non-attainment” or "unclassifiable" area.
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. Most transportation and freight costs in our Logistics segment are paid by the customer directly to the transportation provider.
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. Most transportation and freight costs in our Industrial Services segment are paid by the customer directly to the transportation provider.
The following discussion summarizes the principal legal and regulatory requirements that we believe may significantly affect us. Permitting and Bonding • Permitting Process for Cokemaking Facilities. The permitting process for our cokemaking facilities is administered by each state individually. However, the main requirements for obtaining environmental construction and operating permits are found in the federal regulations.
The following discussion summarizes the principal legal and regulatory requirements that we believe may significantly affect us. Permitting and Bonding • Permitting Process for Cokemaking Facilities and Industrial Services Operations. The permitting process for our facilities is administered by each state individually. However, the main requirements for obtaining environmental construction and operating permits are found in the federal regulations.
We are subject to two categories of MACT standards. The first category applies to pushing, quenching, and emissions from the main stacks and bypass vent stacks. The second category applies to emissions from charging and coke oven doors.
We are subject to two categories of MACT standards for cokemaking. The first category applies to pushing, quenching, and emissions from the main stacks and bypass vent stacks. The second category applies to emissions from charging and coke oven doors.
We believe that we are in material compliance with all applicable laws and regulations regarding the security of the facility. • Black Lung Benefits Revenue Act of 1977 and Black Lung Benefits Reform Act of 1977, as amended in 1981.
We believe that we are in material compliance with all applicable laws and regulations regarding the security of the facilities. • Black Lung Benefits Revenue Act of 1977 and Black Lung Benefits Reform Act of 1977, as amended in 1981.
This agreement resulted in a total reduction of $45.5 million of the Company's black lung liability. See Note 12 to our consolidated financial statements for further detail.
This agreement resulted in a total reduction of $45.5 million of the Company's black lung liability. See Note 13 to our consolidated financial statements for further detail.
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.
Under our other coke sales agreement, 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.
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. Additionally, we designed and currently operate one cokemaking facility in Brazil under licensing and operating agreements on behalf of ArcelorMittal Brasil S.A.
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 3.7 million tons of blast furnace coke per year. Additionally, we designed and currently operate one cokemaking facility in Brazil under licensing and operating agreements on behalf of ArcelorMittal Brasil S.A.
Any changes to hazardous waste standards or the constituents in the wastes generated at our facilities presents a potential risk of having an impact on our operations and cost structure. • Comprehensive Environmental Response, Compensation, and Liability Act.
Any changes to hazardous waste standards or the constituents in the wastes generated at our facilities presents a potential risk of having an impact on our operations and cost structure. 11 Table of Contents • Comprehensive Environmental Response, Compensation, and Liability Act.
The SEC maintains an Internet site (www.sec.gov) that contains our electronically filed information. Our website also includes our Code of Business Conduct and Ethics, our Governance Guidelines, our Related Persons Transaction Policy and the charters of our Board Committees.
The SEC maintains an Internet site (www.sec.gov) that contains our electronically filed or furnished information. Our website also includes our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, our Related Persons Transaction Policy and the charters of our Board Committees.
While we are not able to determine the extent to which any new ozone standards will impact our business at this time, it presents a potential risk of having an impact on our operations and costs. 9 Table of Contents • 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.
While we are not able to determine the extent to which any new ozone standards or RACT rules 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.
During 2024, operating costs under four of our coke sales agreements are fixed subject to an annual adjustment based on an inflation index.
During 2025, operating costs under four of our coke sales agreements are fixed subject to an annual adjustment based on an inflation index.
Discharges must either meet state water quality standards or be authorized through available regulatory processes such as alternate standards or variances. Additionally, through the CWA Section 401 certification program, states have approval authority over water 11 Table of Contents discharge permits or licenses that might result in a discharge to their waters.
Discharges must either meet state water quality standards or be authorized through available regulatory processes such as alternate standards or variances. Additionally, through the CWA Section 401 certification program, states have approval authority over water discharge permits or licenses that might result in a discharge to their waters.
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.
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 industrial services business.
We have constructed the only greenfield cokemaking facilities in the U.S. in over 35 years and are the only North American coke producer that utilizes heat recovery technology in the cokemaking process. 1 Table of Contents The following table sets forth information about our cokemaking facilities: Facility Location Year of Start Up Use of Waste Heat Number of Coke Ovens Annual Cokemaking Nameplate Capacity (1) (thousands of tons) Customer (3) Contract Expiration Contract Volume (thousands of tons) Owned and Operated: Middletown (2) Middletown, Ohio 2011 Power generation 100 550 Cliffs Steel December 2032 Capacity Haverhill II Franklin Furnace, Ohio 2008 Power generation 100 550 Cliffs Steel June 2025 Capacity (4) Granite City Granite City, Illinois 2009 Steam for power generation 120 650 U.S.
We have constructed the only greenfield cokemaking facilities in the U.S. in over 35 years and are the only North American coke producer that utilizes heat recovery technology in the cokemaking process. 1 Table of Contents The following table sets forth information about our cokemaking facilities: Facility Location Year of Start Up Use of Waste Heat Number of Coke Ovens Annual Cokemaking Nameplate Capacity (1) (thousands of tons) Customer (2) Contract Expiration Contract Volume (thousands of tons) Owned and Operated: Middletown (3) Middletown, Ohio 2011 Power generation 100 550 Cliffs Steel December 2032 Capacity Granite City Granite City, Illinois 2009 Steam for power generation 120 650 U.S.
According to the Bureau of Labor Statistics, the TRIR of Other Petroleum and Coal Products (Coke) Manufacturing was 2.9 in 2023 and the TRIR for the Iron and Steel Mills sector was 2.1 in 2023, 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.
According to the Bureau of Labor Statistics, the TRIR of Other Petroleum and Coal Products (Coke) Manufacturing was 2.40 in 2024 and the TRIR for the Iron and Steel Mills sector was 1.90 in 2024, 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.
In November 2024, the state of Ohio, which is where our Middletown facility is located, has been preliminarily designated as nonattainment under the new PM 2.5. It is possible that the areas where our other facilities are located may also be redesignated in the future as non-attainment areas as a result of this rule.
In November 2024, the state of Ohio preliminarily designated the area where our Middletown facility is located as a nonattainment area under the new PM 2.5 standard. It is possible that the areas where our other facilities are located may also be redesignated in the future as non-attainment areas as a result of this rule.
The program has been challenged by various parties. 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.
The program has been challenged by various parties. 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. Jewell determined that the installation of new controls is not feasible.
At which time, the present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. At December 31, 2024, we had an asset retirement obligation of $4.7 million related to estimated mine reclamation costs.
At which time, the present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. At December 31, 2025, we had an asset retirement obligation of $5.0 million related to estimated mine reclamation costs.
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 10 Table of Contents pollutants or MACT standards.
The Clean Air Act (“CAA”) and similar state laws and regulations affect our cokemaking operations and industrial services operations. These may be through permitting and/or emissions control requirements relating to criteria pollutants or MACT standards.
However, the Company's website is expressly not incorporated by reference herein. Information about our Executive Officers Our executive officers and their ages as of February 21, 2025, were as follows: Katherine T. Gates 48 President and Chief Executive Officer Mark W. Marinko 63 Senior Vice President and Chief Financial Officer P.
However, the Company's website is expressly not incorporated by reference herein. Information about our Executive Officers Our executive officers and their ages as of February 20, 2026, were as follows: Katherine T. Gates 49 President and Chief Executive Officer Mark W. Marinko 64 Senior Vice President and Chief Financial Officer P.
A construction permit allows construction and commencement of operations at the facility and is generally valid for at least 18 months. Generally, construction commences during this period, while many states allow this period to be extended in certain situations.
A construction permit allows construction and commencement of operations at the facility and is generally valid for at least 18 months. Generally, construction commences during this period, while many states allow this period to be extended in certain situations. A facility's operating permit may be a state operating permit or a Title V operating permit.
Our remaining obligation related to black lung benefits at December 31, 2024 was $13.7 million and was estimated based on various assumptions, including actuarial estimates, discount rates, number of active claims, changes in health care costs and the impact of PPACA.
Our remaining obligation related to black lung benefits at December 31, 2025 was $12.6 million 12 Table of Contents and was estimated based on various assumptions, including actuarial estimates, discount rates, number of active claims, changes in health care costs and the impact of PPACA.
In March 2024, a coalition of states initiated litigation against EPA regarding the legality of the new PM 2.5 standard in the U.S. Court of Appeals for the District of Columbia Circuit, which is ongoing at this time.
In March 2024, a coalition of states initiated litigation against the EPA regarding the legality of the new PM 2.5 standard in the U.S. Court of Appeals for the District of Columbia Circuit, which is ongoing at this time. In November 2025, the EPA asked the court to vacate the new PM 2.5 standard, asserting that it is unlawful.
Steel June 2025 Capacity (5) 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 (6) December 2025/ December 2026 400 / 165 Haverhill I Franklin Furnace, Ohio 2005 Process steam 100 550 Total 830 4,240 Operated: Vitória Vitória, Brazil 2007 Steam for power generation 320 1,700 ArcelorMittal Brazil January 2028 Capacity Total 1,150 5,940 (1) Cokemaking nameplate capacity represents stated capacity for production of blast furnace coke equivalent production.
Steel December 2026 Capacity (4) Indiana Harbor East Chicago, Indiana 1998 Heat for power generation 268 1,220 Cliffs Steel September 2035 Capacity Haverhill II Franklin Furnace, Ohio 2008 Power generation 100 550 Cliffs Steel/Algoma Steel (5) December 2028 (6) /December 2026 500/150 Jewell Vansant, Virginia 1962 Partially used for coal drying 142 720 Total (7) 730 3,690 Operated: Vitória Vitória, Brazil 2007 Steam for power generation 320 1,700 ArcelorMittal Brazil January 2028 Capacity Total 1,050 5,390 (1) Cokemaking nameplate capacity represents stated capacity for production of blast furnace coke equivalent production.
Our top priority has always been the safety and health of our employees, contractors and visitors. Safety is so important to SunCoke that we include safety in our core values and also incorporate safety as a metric in our short-term incentive program. Our ambition is to have zero incidents and injuries in the workplace.
Safety is so important to SunCoke that we include safety in our core values and also incorporate safety as a metric in our short-term incentive program. Our ambition is to have zero incidents and injuries in the workplace.
Culture and Core Values Our culture at SunCoke is driven by our core values. SunCoke’s values of excellence, innovation, commitment, integrity and stewardship are at the heart of who we are and how we work every day.
SunCoke’s values of excellence, innovation, commitment, integrity and stewardship are at the heart of who we are and how we work every day.
Extreme weather may also challenge our operating costs and production in the winter months for our Domestic Coke segment. KRT service demand fluctuates due to changes in the domestic electricity markets.
However, our cokemaking profitability is tied to coal-to-coke yields, which improve in drier weather. Extreme weather may also challenge our operating costs and production in the winter months for our Domestic Coke segment. KRT service demand fluctuates due to changes in the domestic electricity markets.
Non-contracted blast coke, which is produced utilizing capacity in excess of that reserved for long-term, take-or-pay Domestic Coke sales agreements, is sold in the global market and can be impacted by fluctuations of global coke prices. Logistics Our principal competitors of CMT are located on the U.S. Gulf Coast or U.S. East Coast.
Our long-term, take-or-pay Domestic Coke sales agreements, which largely consume our capacity, are not impacted by the fluctuations of global coke prices. Non-contracted blast coke, which is produced utilizing capacity in excess of that reserved for long-term, take-or-pay Domestic Coke sales agreements, is sold in the global market and can be impacted by fluctuations of global coke prices.
Transportation and Freight For inbound transportation of metallurgical coal purchases, our facilities that access a single rail provider have long-term transportation agreements, and where necessary, coal-mixing agreements that run concurrently with the associated long-term, take-or-pay coke sales agreements for the facility.
See further discussion on our coal contractual obligations in “Management's Discussion and Analysis of Financial Condition and Results of Operations.” Transportation and Freight For inbound transportation of metallurgical coal purchases, our facilities that access a single rail provider have long-term transportation agreements, and where necessary, coal-mixing agreements that run concurrently with the associated long-term, take-or-pay coke sales agreements for the facility.
Michael Hardesty 62 Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke Karl A. Zabiello 39 Vice President, Controller Shantanu Agrawal 38 Vice President, Finance and Treasurer John F. Quanci 63 Vice President, Engineering and Technology and Chief Technology Officer Patrick G. Nigl 58 Vice President, Coke Operations Katherine T. Gates. Ms.
Michael Hardesty 63 Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke Sarah E. Albert 47 Senior Vice President, Chief Legal and Administrative Officer Karl A. Zabiello 40 Vice President, Controller Shantanu Agrawal 39 Vice President, Finance and Treasurer John F. Quanci 64 Vice President, Engineering and Technology and Chief Technology Officer Katherine T. Gates. Ms.
If the rule remains intact 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 our facilities. ◦ The Regional Haze program requires that states submit State Implementation Plans (“SIPs”) that demonstrate reasonable progress towards achieving natural visibility conditions in Class I areas.
Depending on the outcome of the EPA’s reconsideration of the rule and other legal challenges, compliance with future requirements may present a potential risk of having an impact on operations and costs at our facilities. • The Regional Haze program requires that states submit State Implementation Plans (“SIPs”) that demonstrate reasonable progress towards achieving natural visibility conditions in Class I areas.
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.
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. • On February 7, 2024, the EPA adopted a rule that lowers the annual fine particulate matter ("PM 2.5") NAAQS and maintains the daily PM 2.5 standard, the daily PM 10 standard, and the secondary NAAQS for PM 10 and PM 2.5.
Our domestic capacity is largely consumed by these long-term agreements, which do not have exposure to the fluctuations in domestic and global spot prices for blast furnace coke. 2 Table of Contents 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.
Some of 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.
While we are not able to determine at this time the extent to which a determination by the VDEQ or the EPA requiring more significant measures would impact our business, 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.
While we are not able to determine at this time the extent to which a determination by the EPA requiring more significant measures would impact our business, were it to withstand legal challenges, it presents a potential risk of having an impact on our operations and costs at the Jewell facility. • Terminal Operations.
We believe there is an adequate supply of metallurgical coal available in the U.S. and worldwide, and we have been able to supply coal to our domestic cokemaking facilities without any significant disruption in coke production. Each ton of blast furnace coke produced at our facilities requires approximately 1.4 tons of metallurgical coal.
All of the metallurgical coal used to produce coke at our domestic cokemaking facilities is purchased from third-parties. We believe there is an adequate supply of metallurgical coal available in the U.S. and worldwide, and we have been able to supply coal to our domestic cokemaking facilities without any significant disruption in coke production.
Middletown nameplate capacity on a “run of oven” basis is 578 thousand tons per year. (3) Customers under long-term, take-or-pay agreements include Cleveland-Cliffs Steel Holding Corporation and Cleveland-Cliffs Steel LLC, both subsidiaries of Cleveland-Cliffs Inc. and collectively referred to as “ Cliffs Steel ”, United States Steel Corporation ( “ U.S. Steel ” ), and Algoma Steel Inc.
(2) Customers under long-term, take-or-pay agreements include Cleveland-Cliffs Steel Holding Corporation and Cleveland-Cliffs Steel LLC, both subsidiaries of Cleveland-Cliffs Inc. and collectively referred to as “ Cliffs Steel ”, United States Steel Corporation ( “ U.S. Steel ” ), and Algoma Steel Inc. ( “ Algoma Steel ” ).
Lake Terminal provides coal handling and mixing services to SunCoke's Indiana Harbor cokemaking operations. 3 Table of Contents Market Discussion and Competition Cokemaking The majority of our current production from our cokemaking business is committed under long-term, take-or-pay agreements.
The handling and mixing services generally consist primarily of unloading and loading of materials. 3 Table of Contents Market Discussion and Competition Cokemaking The majority of our current production from our cokemaking business is committed under long-term, take-or-pay agreements.
Our facilities are presently subject to the GHG reporting rule, which obligates us to report annual emissions of GHGs. 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.
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.
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 reportable segments: Domestic Coke, Brazil Coke and Logistics.
Our logistics terminals have the collective capacity to mix and transload more than 40 million tons of coal and other products annually and have storage capacity of approximately 3 million tons. These terminals are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports.
The leadership of our Human Resources department sponsors the development and oversight of all human capital programs in the organization including: workforce composition, talent acquisition and retention, culture, workforce stability, employee development and training, benefits, talent management and total compensation. Additionally, our Legal department, including the Chief Compliance Officer, oversees matters related to ethics and compliance.
The leadership of our Human Resources department sponsors the development and oversight of all human capital programs in the organization including: workforce composition, talent acquisition and retention, culture, workforce stability, employee development and training, benefits, talent management and total compensation. Culture and Core Values Our culture at SunCoke is driven by our core values.
The production of foundry coke tons does not replace blast furnace coke tons on a ton for ton basis, as foundry coke requires longer coking time. (2) The Middletown coke sales agreement provides for coke sales on a “run of oven” basis, which includes both blast furnace coke and small coke.
The production of foundry coke tons does not replace blast furnace coke tons on a ton for ton basis, as foundry coke requires longer coking time.
If the EPA were to ever promulgate a similar rule that applies to our facilities, it may present a risk of having an impact on our operations and cost structure. ◦ The SEC published a final rule on March 6, 2024 requiring disclosure of certain climate change-related information. The rule is currently stayed and being challenged in federal court.
While the EPA has proposed to rescind the 2009 endangerment finding regarding GHGs, which allows the EPA to promulgate GHG restrictions under the CAA, if the EPA were to ever promulgate a similar rule that applies to our facilities, it may present a risk of having an impact on our operations and cost structure. • The SEC published a final rule on March 6, 2024 requiring disclosure of certain climate change-related information.
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 Our blast furnace coke sales are primarily made pursuant to long-term, take-or-pay agreements with the customers noted in the table above.
Additionally, the long-term, take-or-pay agreement between Haverhill II and Cliffs Steel provides for coke supply to shift to Jewell. Non-contracted blast coke produced utilizing capacity in excess of that reserved for our long-term, take-or-pay agreements at Jewell and Haverhill II is generally sold into the foundry, export and North American spot coke markets.
We purchased 6.1 million tons of metallurgical coal in 2024. Metallurgical coal is generally purchased on an annual basis via one-year contracts with costs primarily passed through to our customers in accordance with the applicable long-term, take-or-pay coke sales agreements. Occasionally, shortfalls in deliveries by metallurgical coal suppliers require us to procure supplemental coal volumes.
Each ton of blast furnace coke produced at our facilities requires approximately 1.4 tons of metallurgical coal. We purchased 5.6 million tons of metallurgical coal in 2025. Metallurgical coal is generally purchased on an annual basis via one-year contracts with costs primarily passed through to our customers in accordance with the applicable long-term, take-or-pay coke sales agreements.
Company leadership and the Compensation Committee of our Board of Directors are actively involved in overseeing the Company’s human capital management programs.
Compensation and Benefits Company leadership and the Compensation Committee of our Board of Directors are actively involved in overseeing the Company’s human capital management programs. We seek to attract, motivate and retain talented employees by offering competitive compensation and benefits.
Guidance & Reporting Without Fear of Retaliation All employees, officers and directors must report suspected policy violations of our Code of Business Conduct and Ethics to the Compliance Team, which is led by our Chief Compliance Officer and oversees investigations conducted by representatives from our Human Resources and Legal departments.
Guidance & Reporting Without Fear of Retaliation All employees, officers and directors must report suspected policy violations of our Code of Business Conduct and Ethics to the Compliance Team.
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 operations.
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 operations. KRT has fully automated and computer-controlled mixing capabilities that mix coal to within two percent accuracy of customer specifications.
Quanci holds a Ph.D. in Chemical Engineering from Princeton University and is a registered Professional Engineer with over one hundred U.S. and international patents and patent applications. Patrick G. Nigl. Mr. Nigl was appointed as SunCoke Energy, Inc.’s Vice President, Coke Operations in January 2022.
Quanci holds a Ph.D. in Chemical Engineering from Princeton University and is a registered Professional Engineer with over one hundred U.S. and international patents and patent applications.
(“ArcelorMittal Brazil”), which has approximately 1.7 million tons of annual cokemaking capacity. We also own and operate a logistics business that provides export and domestic material handling and/or mixing services to steel, coke (including some of our domestic cokemaking facilities), electric utility, coal producing and other manufacturing based customers.
(“ArcelorMittal Brazil”), which has approximately 1.7 million tons of annual cokemaking capacity. We also own and operate an industrial services business that provides export and domestic material handling and/or mixing services to coke, coal, steel, power and other bulk customers, as well as mission-critical mill services to leading steel producers globally.
As with typical annual purchases, the cost of these supplemental purchases is also generally passed through to our customers. Most metallurgical coal procurement decisions are made through a coal committee structure with customer participation. The customer can generally exercise an overriding vote on most coal procurement decisions. In 2025, our metallurgical coal contracts are generally based on coke production requirements.
Occasionally, shortfalls in deliveries by metallurgical coal suppliers require us to procure supplemental coal volumes. As with typical annual purchases, the cost of these supplemental purchases is also generally passed through to our customers. Most metallurgical coal procurement decisions are made through a coal committee structure with customer participation.
We had previously submitted comments for the EPA’s consideration in response to its proposed rule. Although EPA addressed certain comments we made in August 2023, we and other industry participants filed petitions for reconsideration with EPA, as well as litigation in the U.S.
Although the EPA addressed in the final rule certain comments we made, we and other industry participants filed petitions for reconsideration with the EPA, as well as litigation in the U.S. Court of Appeals for the District of Columbia Circuit, in response to certain other aspects of this rule.
Our heat recovery cokemaking technology does not discharge process wastewater as is typically associated with by-product cokemaking. Our cokemaking facilities, in some cases, have non-process wastewater and/or stormwater discharge permits. • Waste. The primary solid waste product from our heat recovery cokemaking technology is calcium sulfate from flue gas desulfurization, which is generally taken to a solid waste landfill.
Our heat recovery cokemaking technology does not discharge process wastewater as is typically associated with by-product cokemaking. Our cokemaking facilities, in some cases, have non-process wastewater and/or stormwater discharge permits. Our industrial services operations have stormwater discharge permits or operate under the permits held by our mill customers. • Waste.
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. Brazil Our Brazil segment consists of our cokemaking operations located in Vitória, Brazil, where we operate the ArcelorMittal Brazil cokemaking facility for a Brazilian subsidiary of ArcelorMittal S.A.
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.
Our target for Total Rec ordable Incident Rate (“TRIR”) at SunCoke for 2024 was 0.80 company-wide, which includes both employees and contractors. Our safety performance in 2024 was a 0.50 TRIR. Our excellent safety record is best understood in comparison to industry-wide safety performance.
Our target for Total Rec ordable Incident Rate (“TRIR”) at SunCoke for our Coke facilities and Industrial Services terminals for 2025 was 0.80, which includes both employees and contractors. Our safety performance for these facilities in 2025 was a 0.55 TRIR.
Endangered Species Act of 1973 and certain counterpart state regulations are intended to protect species whose populations allow for categorization as either endangered or threatened.
Our facilities only generate wastes and do not have permits for waste transportation, storage or disposal. 9 Table of Contents • U.S. Endangered Species Act. The U.S. Endangered Species Act of 1973 and certain counterpart state regulations are intended to protect species whose populations allow for categorization as either endangered or threatened.
The EPA is required to periodically make a risk-based determination for certain emissions sources and determine whether additional emissions reductions would be necessary. On July 5, 2024, the EPA published a final rule that imposes various new emissions limits and other requirements under both categories of MACT standards regulating our cokemaking facilities.
On July 5, 2024, the EPA published a final rule that imposes various new emissions limits and other requirements under both categories of MACT standards regulating our cokemaking facilities. We had previously submitted comments for the EPA’s consideration in response to its proposed rule.
Hardesty served as Vice President of Commercial Optimization at Arch Coal, where he developed and executed trade strategies, optimized production output and directed coal purchasing activities. 13 Table of Contents He is a past board member and Secretary-Treasurer of the Putnam County Development Authority in West Virginia. In addition, from October 2015 through June 2019, Mr.
Hardesty served as Vice President of Commercial Optimization at Arch Coal, where he developed and executed trade strategies, optimized production output and directed coal purchasing activities. In addition, from October 2015 through June 2019, Mr. 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.
These standards impose minimum requirements for our operations to maintain and operate sites and equipment in a safe manner. • Security. CMT is subject to regulation by the U.S. Coast Guard pursuant to the Maritime Transportation Security Act. We have an internal inspection program designed to monitor and ensure compliance by CMT with these requirements.
Coast Guard pursuant to the Maritime Transportation Security Act. We have an internal inspection program designed to monitor and ensure compliance with these requirements.
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.
However, it is possible for these areas to be redesignated in the future as non-attainment areas.
Additionally, we have continued to successfully utilize our existing coke ovens to produce foundry coke in addition to our primary product of blast furnace 5 Table of Contents coke. As of December 31, 2024, we had 83 patents issued and 38 pending in the U.S., as well as 222 issued and 75 pending in foreign jurisdictions.
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.
We believe this ship loader has the fastest loading rate available in the Gulf Region, which should allow our customers to benefit from lower shipping costs. Additionally, CMT has a strategic alliance with a company that performs barge unloading services for the terminal, which provides CMT with the ability to transload and mix a significantly broader variety of materials.
We believe this ship loader has the fastest loading rate available in the Gulf Region, which should allow our customers to benefit from lower shipping costs. Volumes through CMT are impacted by fluctuations in global energy needs and benchmark pricing for coal exports out of the U.S.
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.
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 provides coal handling and mixing services to our Indiana Harbor cokemaking facility and therefore, does not have any competitors.
The stability of our workforce is also 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 14 years with SunCoke.
Workforce Stability & Leadership Experience Our regrettable turnover rate was less than 1 percent in 2025. This low rate is a testament to our commitment to employee retention. The stability of our workforce is also anchored by our experienced corporate leadership team along with our General Managers that lead the day-to-day operations at our facilities.
CMT is one of the largest export terminals on the U.S. Gulf Coast and provides strategic access to seaborne markets for coal and other bulk materials. Additionally, CMT is the largest bulk material terminal in the lower U.S. with direct rail access on the Canadian National Railway.
CMT is the largest bulk material terminal in the lower U.S. with direct rail access on the Canadian National Railway as well as a state-of-the-art ship loader, which is the largest of its kind in the world.
Additionally, operating costs at CMT are impacted by water levels on the Mississippi River, which are often higher in the spring months. Raw Materials Metallurgical coal is the principal raw material for our cokemaking operations. All of the metallurgical coal used to produce coke at our domestic cokemaking facilities is purchased from third-parties.
Additionally, operating costs at CMT are impacted by water levels on the Mississippi River, which are often higher in the spring months. Demand for services provided at our slag removal, handling and processing operating sites are largely tied to our customer steelmaking volumes.
If the rule survives, we expect that our operations would be subject to this final rule. • Occupational Safety and Health ACT (OSH Act). Our facilities are subject to regulation by OSHA or MSHA under the OSH Act and other agencies with standards designed to ensure worker safety.
Our facilities are subject to regulation by OSHA or MSHA and other agencies with standards designed to ensure worker safety. These standards impose minimum requirements for our operations to maintain and operate sites and equipment in a safe manner. • Security. Certain of our facilities are subject to regulation by the U.S.
A facility's operating permit may be a state operating permit or a Title V operating permit. 8 Table of Contents • Air Quality. Our cokemaking facilities employ MACT standards designed to limit emissions of certain hazardous air pollutants.
For our industrial services operations, we either operate under our own permits or operate under the permits held by our mill customers. • Air Quality. Our cokemaking facilities employ MACT standards designed to limit emissions of certain hazardous air pollutants.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSuch hazards and risks include, but are not limited to: • geological, hydrologic, or other conditions that may cause damage to infrastructure or personnel; • fire, explosion, or other major incident causing injury to personnel and/or equipment that causes a cessation, or significant curtailment, of all or part of our cokemaking or logistics operations at a site for a period of time; • processing and plant equipment failures or malfunction, operating hazards and unexpected maintenance problems affecting our cokemaking or logistics operations, or our customers; • adverse weather conditions and natural disasters, such as severe winds, heavy rains or snow, flooding, extreme temperatures and other natural events, including those resulting from climate change, affecting our cokemaking or logistics operations, transportation, or our customers; and • possible legal challenges to the renewal of key permits, which may lead to their renewal on terms that restrict our cokemaking or logistics operations, or impose additional costs on us.
Biggest changeSuch hazards and risks include, but are not limited to: • geological, hydrologic, or other conditions that may cause damage to infrastructure or personnel; • fire, explosion, or other major incident causing injury to personnel and/or equipment that causes a cessation, or significant curtailment, of all or part of our cokemaking or industrial services operations at a site for a period of time; • processing and plant equipment failures or malfunction, operating hazards and unexpected maintenance problems affecting our cokemaking or industrial services operations, or our customers; and • adverse weather conditions and natural disasters, such as severe winds, heavy rains or snow, flooding, extreme temperatures and other natural events, including those resulting from climate change, affecting our cokemaking or industrial services operations, transportation, or our customers; In particular, to the extent a disruption leads to our failure to maintain the temperature inside our coke oven batteries, we may not be able to maintain the integrity of the ovens or to continue operation of such coke ovens, which could adversely affect our ability to meet our customers’ requirements for coke and, in some cases, energy and/or steam.
The profitability of our long-term coke, energy and steam sales agreements depends on a variety of factors that vary from agreement to agreement and fluctuate during the agreement term. We may not be able to obtain long-term agreements at favorable prices, compared either to market conditions or to our cost structure.
The profitability of our long-term coke, energy and/or steam sales agreements depends on a variety of factors that vary from agreement to agreement and fluctuate during the agreement term. We may not be able to obtain long-term agreements at favorable prices, compared either to market conditions or to our cost structure.
Specifically, a higher level of debt could have important consequences, including: • making it more difficult for us to satisfy our obligations with respect to the notes and our other debt; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, distributions or other general corporate requirements; • requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for the payment of dividends, working capital, capital expenditures, acquisitions and other general corporate purposes; • increasing our vulnerability to general adverse economic and industry conditions; 23 Table of Contents • exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the credit facilities, are at variable rates of interest; • limiting our flexibility in planning for and reacting to changes in the industry in which we compete; • placing us at a competitive disadvantage to other, less leveraged competitors; and • increasing our cost of borrowing.
Specifically, a higher level of debt could have important consequences, including: • making it more difficult for us to satisfy our obligations with respect to the notes and our other debt; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, distributions or other general corporate requirements; 24 Table of Contents • requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for the payment of dividends, working capital, capital expenditures, acquisitions and other general corporate purposes; • increasing our vulnerability to general adverse economic and industry conditions; • exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the credit facilities, are at variable rates of interest; • limiting our flexibility in planning for and reacting to changes in the industry in which we compete; • placing us at a competitive disadvantage to other, less leveraged competitors; and • increasing our cost of borrowing.
However, there are limited alternative providers of coal mixing services and any disruptions from our current service providers could materially and adversely impact our results of operations. In addition, if our rail transportation agreements are terminated, we may have to pay higher rates to access rail lines or make alternative transportation arrangements.
There are limited alternative providers of coal mixing services and any disruptions from our current service providers could materially and adversely impact our results of operations. In addition, if our rail transportation agreements are terminated, we may have to pay higher rates to access rail lines or make alternative transportation arrangements.
Substantially all of our sales are made to a limited number of customers. We expect these customers, and/or their respective successors in interest, by operation of merger, or otherwise, to continue to account for a significant portion of our revenues for the foreseeable future. We are subject to the credit risk of our major customers and other parties.
Substantially all of our sales are to a limited number of customers. We expect these customers, and/or their respective successors in interest, by operation of merger, or otherwise, to continue to account for a significant portion of our revenues for the foreseeable future. We are subject to the credit risk of our major customers and other parties.
In addition, such regulatory requirements, including those related to GHGs, and various CAA programs, may change in the future in a manner that could result in substantially increased capital, operating and compliance costs, materially and adversely affecting our cash flows, financial condition, or results of operations.
In addition, such regulatory requirements, including those related to various CAA programs, may change in the future in a manner that could result in substantially increased capital, operating and compliance costs, materially and adversely affecting our cash flows, financial condition, or results of operations.
We may incur costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations, and such costs and liabilities could have a material and adverse effect on our financial condition or results of operations. Our success depends, in part, on the quality, efficacy and safety of our products and services.
We may incur costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations, and such costs and liabilities could have a material and adverse effect on our financial condition or results of operations. Our success depends, in part, on the quality, efficacy and safety of our operations and services.
From time to time, we discuss the extension of existing agreements and enter into new long-term agreements for the supply of coke, steam, and energy to our customers, but these negotiations may not be successful and these customers may not continue to purchase coke, steam, or electricity from us under long-term agreements.
From time to time, we discuss the extension of existing agreements and enter into new long-term agreements for the supply of coke, steam, and energy to our customers, but these negotiations may not be successful and these customers may not continue to purchase coke, energy, or steam from us under long-term agreements.
Our operations may impact the environment or cause exposure to hazardous pollutants, which could result in material liabilities to us. Our operations result in emissions of various substances to the air, including GHGs and hazardous air pollutants. Our operations also generate solid and hazardous waste.
Our operations may impact the environment or cause exposure to hazardous pollutants, which could result in material liabilities to us. Our operations result in emissions of various substances to the air, including hazardous air pollutants. Our operations also generate solid and hazardous waste.
If the cost to produce coke and provide logistics services increases due to price or usage, including cost of supplies, equipment, metallurgical coal or labor, and we cannot pass such increases in our costs of production to our customers, our profit margins may be reduced and our financial condition, results of operations and cash flows may be adversely affected.
If the cost to produce coke and provide industrial services increases due to price or usage, including cost of supplies, equipment, metallurgical coal or labor, and we cannot pass such increases in our costs of production to our customers, our profit margins may be reduced and our financial condition, results of operations and cash flows may be adversely affected.
As alternative processes for production of steel become more widespread, the demand for blast furnace coke, including the coke we produce, may be significantly reduced. • Logistics business : Other logistics facilities and independent terminal operations in some areas may compete directly with our logistics facilities.
As alternative processes for production of steel become more widespread, the demand for blast furnace coke, including the coke we produce, may be significantly reduced. • Industrial services business : Other logistics facilities and independent terminal operations in some areas may compete directly with our logistics facilities.
If a substantial portion of these agreements are modified or terminated or if force majeure is exercised, our results of operations may be adversely affected if we are not able to replace such agreements, or if we are not able to enter into new agreements at the same level of profitability.
If a substantial portion of these agreements are modified or terminated or if force majeure is exercised or a contract is breached, our results of operations may be adversely affected if we are not able to replace such agreements, or if we are not able to enter into new agreements at the same level of profitability.
Our financial condition, results of operations and cash flows could be materially and adversely affected by losses and liabilities from un-insured or under-insured events, as well as by delays in the payment of insurance proceeds, or the failure by insurers to make payments.
Our financial condition, results of operations and cash flows could be materially and adversely affected by losses and liabilities from uninsured or under-insured events, as well as by delays in the payment of insurance proceeds, or the failure by insurers to make payments.
If future shortfalls occur, we will work with our customer to identify possible other supply sources while we implement operating improvements at the facility, but we may not be successful in identifying alternative supplies and may be subject to paying the contract price for any shortfall or to cover damages, either of which could adversely affect our future revenues and profitability.
If future shortfalls occur, we will work with our customer to 20 Table of Contents identify possible other supply sources while we implement operating improvements at the facility, but we may not be successful in identifying alternative supplies and may be subject to paying the contract price for any shortfall or to cover damages, either of which could adversely affect our future revenues and profitability.
At our Granite City and Haverhill cokemaking facilities, we rely on third-parties to mix coals that we have purchased into coal mixes that we use to produce coke. We have entered into agreements with coal mixing service providers that are coterminous with our coke sales agreements.
At our Granite City and Haverhill cokemaking facilities, we rely on third-parties to mix coals that we have purchased into blends that we use to produce coke. We have entered into agreements with coal mixing service providers that are coterminous with our coke sales agreements.
Such transactions also could result in a number of financial consequences having a material adverse effect on our results of operations and our financial position, including reduced cash balances; higher fixed expenses; the incurrence of debt and contingent liabilities (including indemnification obligations); restructuring charges; loss of customers, suppliers, distributors, licensors or employees; legal, accounting and advisory fees; and impairment charges.
Such transactions also could result in a number of financial consequences having a material adverse effect on our results of operations and our financial position, including reduced cash 18 Table of Contents balances; higher fixed expenses; the incurrence of debt and contingent liabilities (including indemnification obligations); restructuring charges; loss of customers, suppliers, distributors, licensors or employees; legal, accounting and advisory fees; and impairment charges.
Various policymakers have adopted, or are considering adopting, regulations regarding GHGs, particularly from fossil fuels, which are integral to our cokemaking and logistics businesses. Such regulations range from provisions to reduce GHG emissions, either directly or indirectly (such as through carbon pricing), to requirements for disclosure of climate-related information, any of which may result in substantial compliance costs.
Various policymakers have adopted, or are considering adopting, regulations regarding GHGs, particularly from fossil fuels, which are integral to our cokemaking and industrial services businesses. Such regulations range from provisions to reduce GHG emissions, either directly or indirectly (such as through carbon pricing), to requirements for disclosure of climate-related information, any of which may result in substantial compliance costs.
For example, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information including, but not limited to the European Union General Data Protection Regulation and recent 25 Table of Contents California legislation (which, among other things, provides for a private right of action), pose increasingly complex compliance challenges and could potentially elevate our costs over time.
For example, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information including, but not limited to the European Union General Data Protection Regulation and recent California legislation (which, among other things, provides for a private right of action), pose increasingly complex compliance challenges and could potentially elevate our costs over time.
Depending upon the nature and severity of such events, we could be exposed to significant financial loss, reputational damage, potential civil or criminal government or other regulatory enforcement 18 Table of Contents actions, or private litigation, the settlement or outcome of which could have a material and adverse effect on our financial condition or results of operations.
Depending upon the nature and severity of such events, we could be exposed to significant financial loss, reputational damage, potential civil or criminal government or other regulatory enforcement actions, or private litigation, the settlement or outcome of which could have a material and adverse effect on our financial condition or results of operations.
Such reduced demand for our coke could adversely affect the certainty of our long-term relationships with our customers, depress coke prices, and limit our ability to enter into new, or renew existing, commercial arrangements with our customers, as well as our ability to sell into the North American spot coke and export coke markets, and could materially and adversely affect our future revenues and profitability.
Such reduced demand for our coke could adversely affect the certainty of our long-term relationships with our customers, depress blast furnace and/or foundry coke prices, and limit our ability to enter into new, or renew existing, commercial arrangements with our customers, as well as our ability to sell into the North American spot coke and export coke markets, and could materially and adversely affect our future revenues and profitability.
These and other factors such as labor relations or bankruptcy filings may lead certain of our customers to seek renegotiation or cancellation of their existing contractual commitments to us, or reduce their utilization of our services.
These and other factors such as bankruptcy filings may lead certain of our customers to seek renegotiation or cancellation of their existing contractual commitments to us, or reduce their utilization of our services.
We face competition, both in our cokemaking operations and in our logistics business: • Cokemaking operations : Historically, coke has been used as a main input in the production of steel in blast furnaces. However, some blast furnace operators have relied upon natural gas, pulverized coal, and/or other coke substitutes.
We face competition, both in our cokemaking operations and in our industrial services business: • Cokemaking operations : Historically, coke has been used as a main input in the production of steel in blast furnaces. However, some blast furnace operators have relied upon natural gas, pulverized coal, and/or other coke substitutes.
A material decrease in coal mining production in the areas of operation for our logistics business, whether as a result of depressed commodity prices or otherwise, could result in a decline in the volume of coal processed through our logistics facilities, which would reduce our revenues and operating income.
A material decrease in coal mining production in the areas of operation for our industrial services business, whether as a result of depressed commodity prices or otherwise, could result in a decline in the volume of coal processed through our industrial services facilities, which would reduce our revenues and operating income.
Future growth and profitability of our logistics business segment will depend, in part, upon whether we can contract for additional coal and other bulk commodity volumes at a rate greater than that of any decline in volumes from existing customers.
Future growth and profitability of our industrial services business segment will depend, in part, upon whether we can contract for additional coal and other bulk commodity volumes at a rate greater than that of any decline in volumes from existing customers.
Our operations depend upon critical pieces of 14 Table of Contents equipment that occasionally may be out of service for scheduled upgrades or maintenance or as a result of unanticipated failures. Assets and equipment critical to these operations also may deteriorate or become depleted materially sooner than we currently estimate, resulting in additional maintenance spending or additional replacement capital expenditures.
Our operations depend upon critical pieces of equipment that occasionally may be out of service for scheduled upgrades or maintenance or as a result of unanticipated failures. Assets and equipment critical to these operations also may deteriorate or become depleted materially sooner than we currently estimate, resulting in additional maintenance spending or additional timely replacement capital expenditures.
The nature of our operations exposes us to possible litigation claims in the future, including disputes relating to our operations and commercial and contractual arrangements. Although we make every effort to avoid litigation, these matters 24 Table of Contents are not totally within our control.
The nature of our operations exposes us to possible litigation claims in the future, including disputes relating to our operations and commercial and contractual arrangements. Although we make every effort to avoid litigation, these matters are not totally within our control.
We have no control over the level of mining activity by coal producers, which may be affected by prevailing and projected coal prices, demand for hydrocarbons, the level of coal reserves, geological considerations, governmental regulation and the availability and cost of capital.
We have no control over the level of mining activity by coal producers, which may be affected by prevailing and projected coal prices, demand for hydrocarbons, the level of coal reserves, geological considerations, governmental regulation and the 22 Table of Contents availability and cost of capital.
Factors beyond our control could disrupt our cokemaking and logistics operations, adversely affect our ability to service the needs of our customers and increase our operating costs, all of which could have a material and adverse effect on our results of operations.
Factors beyond our control could disrupt our cokemaking and industrial services operations, adversely affect our ability to service the needs of our customers and increase our operating costs, all of which could have a material and adverse effect on our results of operations.
The cash flows associated with our logistics business may decline unless we are able to secure new volumes of coal or other dry bulk products, by attracting additional customers to these operations.
The cash flows associated with our industrial services business may decline unless we are able to secure new volumes of coal or other dry bulk products, by attracting additional customers to these operations.
Over the next five years, we have $500.0 million of total consolidated debt maturing. See Note 11 to our consolidated financial statements. We may not be able to refinance this debt, or may be forced to do so on terms substantially less favorable than our currently outstanding debt.
Over the next five years, we have $693.0 million of total consolidated debt maturing. See Note 12 to our consolidated financial statements. We may not be able to refinance this debt, or may be forced to do so on terms substantially less favorable than our currently outstanding debt.
In addition, our cokemaking and logistics operations have inherent safety risks that may give rise to events resulting in death, injury, or property loss to employees, customers, or unaffiliated third parties.
In addition, our cokemaking and industrial services operations have inherent safety risks that may give rise to events resulting in death, injury, or property loss to employees, customers, or unaffiliated third parties.
Our coke production obligations at our Jewell cokemaking facility and our Haverhill cokemaking facility require us to deliver coke to certain customers via railcar. We have entered into long-term rail transportation agreements to meet these obligations.
Our coke production obligations at our Jewell cokemaking facility and our Haverhill cokemaking facility require us to deliver coke to certain customers via railcar. We have entered into annual rail transportation agreements to meet these obligations.
Risks Inherent in Our Business and Industry Our cokemaking and logistics businesses are subject to operating risks, some of which are beyond our control. Equipment failures or deterioration of assets, may lead to production curtailments, shutdowns, impairments, or additional expenditures, which could materially and adversely affect our results of operations and financial condition.
Risks Inherent in Our Business and Industry Our cokemaking and industrial services businesses are subject to operating risks, some of which are beyond our control. Equipment failures or deterioration of assets, may lead to major incidents, production curtailments, shutdowns, impairments, or additional expenditures, which could materially and adversely affect our results of operations and financial condition.
The financial performance of our cokemaking and logistics businesses is substantially dependent upon a limited number of customers, and the loss of any of these customers, or any failure by them to perform under their contracts with us, could materially and adversely affect our financial condition, permit compliance, results of operations and cash flows.
The financial performance of our cokemaking and industrial services businesses is substantially dependent upon a limited number of customers, and the loss of any of these customers, or any failure by them to perform under their contracts with us, could materially and adversely affect our financial condition, results of operations and cash flows.
We rely, at one or more of our facilities, on unionized labor, and there is always the possibility that we may be unable to reach agreement on terms and conditions of employment or renewal of a collective bargaining agreement.
We rely at these facilities on unionized labor, and there is always the possibility that we may be unable to reach agreement on terms and conditions of employment or renewal of a collective bargaining agreement.
Our cokemaking and logistics operations are subject to significant hazards and risks, any of which could result in production and transportation difficulties and disruptions, equipment failures and risk of catastrophic loss, non-compliance with our operating permits, pollution, personal injury or wrongful death claims and other damage to our properties and the property of others.
Our cokemaking and industrial services operations are subject to significant hazards and risks, any of which could result in production and transportation difficulties and disruptions, equipment failures and risk of catastrophic loss, non- 14 Table of Contents compliance with our operating permits, pollution, personal injury or wrongful death claims and other damage to our properties and the property of others.
Non-governmental organizations, environmental groups and individuals have certain rights to engage in the permitting process, and may comment upon, or object to, the requested permits. Such persons may also have the right to bring citizen’s lawsuits to challenge the issuance of permits, or the validity of environmental evaluations related thereto.
Non-governmental organizations, environmental groups and individuals have certain rights to engage in the regulatory and permitting process, and may comment upon, or object to, the regulatory changes and requested permits. Such persons may also have the right to bring lawsuits to challenge the regulatory changes and renewal of permits, or the validity of environmental evaluations related thereto.
We make substantially all of our coke, electricity and steam sales under long-term agreements.
We make substantially all of our coke, energy and steam sales under long-term agreements.
The permitting rules, and the interpretations of these rules, are complex, change frequently, and are often subject to discretionary interpretations by our regulators, all of which may make compliance more costly, difficult or impractical, and may possibly preclude the continuance of ongoing operations or the development of future cokemaking and/or logistics facilities.
The regulations, permitting rules, and the interpretations of these regulations and rules, are complex, change frequently, and are often subject to discretionary interpretations by our regulators, all of which may make compliance more costly, difficult or impractical, and may possibly preclude the continuance of ongoing operations or the development of future cokemaking, energy generation, and/or industrial services facilities.
If business conditions or other factors cause profitability and cash flows to decline, we may be required to record non-cash impairment charges.
If 15 Table of Contents business conditions or other factors cause profitability and cash flows to decline, we may be required to record non-cash impairment charges.
If our operations do not meet applicable safety standards, or our products or services are found to be unsafe, our relationships with customers could suffer and we could lose business or become subject to liability or claims.
If our operations or services do not meet applicable safety standards, our relationships with customers could suffer and we could lose business or become subject to liability or claims.
If any permits or leases are not issued or renewed in a timely fashion or at all, or if permits issued or renewed are conditioned in a manner that restricts our ability to efficiently and economically conduct our operations, it could have a material and adverse effect on our financial condition and results of operations.
If any permits or leases are not renewed, or if regulations are promulgated or renewed permits are conditioned in a manner that restricts our ability to efficiently and economically conduct our operations, it could have a material and adverse effect on our financial condition and results of operations.
Accordingly, 22 Table of Contents decreased demand for coal, or other bulk commodities, or a decrease in the market price of coal, or other bulk commodities, could have a material adverse effect on the results of operations or financial condition of our logistics business.
Accordingly, decreased demand for coal, or other bulk commodities, or a decrease in the market price of coal, or other bulk commodities, could have a material adverse effect on the results of operations or financial condition of our industrial services business.
Any failure by us to comply with such laws and regulations could result in penalties and liabilities. It is also possible under certain legislation that if we acquire a company that has violated or is not in compliance with applicable data protection laws, we may incur significant liabilities and penalties as a result. Item 1B. Unresolved Staff Comments None.
It is also possible under certain legislation that if we acquire a company that has violated or is not in compliance with applicable data protection laws, we may incur significant liabilities and penalties as a result. Item 1B. Unresolved Staff Comments None.
In addition, future increases in exports of coke from China and/or other coke-producing countries also may reduce our customers' demand for coke capacity.
In addition, exports of blast furnace and/or foundry coke from China and/or other coke-producing countries also may reduce our customers' demand for coke capacity.
As cyber-attacks continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
As cyber-attacks continue to evolve, including with the use of artificial intelligence, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
In addition, our future success will depend on, among other factors, our ability to attract and retain other qualified personnel. The loss of the services of any of our executive officers or other key employees or the inability to attract or retain other qualified personnel in the future could have a material adverse effect on our business or business prospects.
The loss of the services of any of our executive officers or other key employees or the inability to attract or retain other qualified personnel in the future could have a material adverse effect on our business or business prospects.
If one or more of these customers were to significantly reduce its purchases of coke or logistics services from us without a make-whole payment, or default on their agreements with us, or terminate or fail to renew their agreements with us, or if we were unable to sell such coke or logistics services to these customers on terms as favorable to us as the terms under our current agreements, our cash flows, financial position, permit compliance, or results of operations could be materially and adversely affected. 15 Table of Contents Impairment in the carrying value of long-lived assets could materially and adversely affect our business, financial condition and results of operations.
If one or more of these customers were to significantly reduce its purchases of coke or industrial services from us without a make-whole payment, or default on their agreements with us, or terminate or fail to renew their agreements with us, or if we were unable to sell such coke or provide industrial services to these customers on terms as favorable to us as the terms under our current agreements, our cash flows, financial position, permit compliance, or results of operations could be materially and adversely affected.
An extended decline in our customers’ demand for either thermal or metallurgical coals, including as a result of legislation or regulations promoting renewable energy or limiting carbon emissions from the energy sector, could result in a reduced need for the coal mixing, terminalling and transloading services we offer, thus reducing throughput and utilization of our logistics assets.
An extended decline in our customers’ demand for these services and thermal or metallurgical coals, including as a result of cyclical downturns as well as legislation or regulations promoting renewable energy or limiting carbon emissions from the energy sector, could result in a reduced need for the material handling and/or mixing services we offer, thus reducing throughput and utilization of our industrial services assets.
If any of these conditions or events occur, our cokemaking or logistics operations may be disrupted, operating costs could increase significantly and we could incur substantial losses. Such disruptions in our operations could materially and adversely affect our financial condition or results of operations.
If any of these conditions or events occur, our cokemaking or industrial services operations may be disrupted, operating costs could increase significantly and we could incur substantial losses. Additionally, the inability to provide slag services to customers could impact our industrial services operations. Such disruptions in our operations could materially and adversely affect our financial condition or results of operations.
For a description of environmental laws and matters applicable to us and associated risks, see “Item 1. Business-Legal and Regulatory Requirements.” Complying with these and other regulatory requirements, including the terms of our permits, can be costly and time-consuming, and may hinder operations. In addition, these requirements are complex, change frequently and have become more stringent over time.
For a description of environmental, health and safety laws and matters applicable to us and associated risks, see “Item 1. Business-Legal and Regulatory Requirements.” Complying with these and other regulatory requirements, including the terms of our permits, can be costly and time-consuming, and may hinder operations.
We face competition, both in our cokemaking operations and in our logistics business, which has the potential to reduce demand for our products and services, and that could materially and adversely affect our financial condition and results of operations.
See further discussion in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We face competition, both in our cokemaking operations and in our industrial services business, which has the potential to reduce demand for our products and services, and that could materially and adversely affect our financial condition and results of operations.
We cannot assure that there will continue to be an ample supply of metallurgical coal available that meet our quality specifications or that these facilities will be supplied without any significant disruption in coke production, as economic, environmental, and other conditions outside of our control may reduce our ability to source sufficient amounts of coal for our forecasted operational needs.
We cannot assure that there will continue to be an ample supply of metallurgical coal available that meets our quality specifications, or that safety, economic, environmental, and other conditions outside of our control may reduce our ability to source sufficient amounts of coal for our forecasted operational needs.
Risks Related to Our Cokemaking Business If a substantial portion of our agreements to supply coke, electricity, and/or steam are modified or terminated, our cash flows, financial position, permit compliance, results of operations and/or carrying value of our long-lived assets may be adversely affected if we are not able to replace such agreements, or if we are not able to enter into new agreements at the same level of profitability.
Failure to appropriately navigate any of these considerations could materially and adversely impact our reputation, financial condition, and/or results of operations. 19 Table of Contents Risks Related to Our Cokemaking Business If a substantial portion of our agreements to supply coke, energy, and/or steam are modified or terminated or a contract is breached, our cash flows, financial position, permit compliance, results of operations and/or carrying value of our long-lived assets may be adversely affected if we are not able to replace such agreements, or if we are not able to enter into new agreements at the same level of profitability.
Disruption of these transportation services because of weather-related problems, including those related to climate change, mechanical difficulties, train derailments, infrastructure damage, strikes, lock-outs, lack of fuel or maintenance items, fuel costs, transportation delays, accidents, terrorism, domestic catastrophe or other events could temporarily, or over the long-term, impair our ability to produce coke, and therefore, could materially and adversely affect our business and results of operations.
Disruption of these transportation services because of weather-related problems, including those related to climate change, mechanical difficulties, train derailments, infrastructure damage, strikes, lock-outs, lack of fuel or maintenance items, fuel costs, transportation delays, accidents, terrorism, domestic catastrophe or other events could temporarily, or over the long-term, impair our ability to produce coke, and therefore, could materially and adversely affect our business and results of operations. 21 Table of Contents If we are unable to effectively protect our intellectual property, third parties may use our technology, which would impair our ability to compete in our markets.
We may need to raise additional capital to fund operations in the future or to finance acquisitions or other business objectives. Such additional capital may not be available on favorable terms or at all. Lack of sufficient capital resources could significantly limit our ability to meet our financial obligations or to take advantage of business and strategic opportunities.
Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business. We may need to raise additional capital to fund operations in the future or to finance acquisitions or other business objectives. Such additional capital may not be available on favorable terms or at all.
We have a significant amount of long-lived assets on our Consolidated Balance Sheets. Under generally accepted accounting principles, long-lived assets must be reviewed for impairment whenever adverse events or changes in circumstances indicate a possible impairment.
Impairment in the carrying value of long-lived assets could materially and adversely affect our business, financial condition and results of operations. We have a significant amount of long-lived assets on our Consolidated Balance Sheets. Under generally accepted accounting principles, long-lived assets must be reviewed for impairment whenever adverse events or changes in circumstances indicate a possible impairment.
Risks Related to Our Logistics Business The growth and success of our logistics business depends upon our ability to find and contract for adequate throughput volumes, and an extended decline in demand for coal could affect the customers for our logistics business adversely.
Risks Related to Our Industrial Services Business The growth and success of our industrial services business depends upon our ability to find and contract on-site scrap and slag handling and processing services as well as adequate throughput volumes, and an extended decline in demand for these services and coal could affect the customers for our industrial services business adversely.
If any one or more of these customers were to become financially distressed and unable to pay us, significantly reduce their purchases of coke, steam, or electricity from us, or if we were unable to sell coke or electricity to them on terms as favorable to us as the terms under our current agreements, our cash flows, financial position, permit compliance or results of operations may be materially and adversely affected. 19 Table of Contents Further, because of certain technological design constraints, we do not have the ability to shut down our cokemaking operations if we do not have adequate customer demand.
If any one or more of these customers were to become financially distressed and unable to pay us, significantly reduce their purchases of coke, energy, or steam from us, or if we were unable to sell coke or energy to them on terms as favorable to us as the terms under our current agreements, our cash flows, financial position, permit compliance or results of operations may be materially and adversely affected.
Our ability to operate our company effectively could be impaired if we fail to attract and retain key personnel. We have implemented recruitment, training and retention efforts to optimally staff our operations. Our ability to operate our business and implement our strategies depends in part on the efforts of our executive officers and other key employees.
We have implemented recruitment, training and retention efforts to optimally staff our operations. Our ability to operate our business and implement our strategies depends in part on the efforts of our executive officers and other key employees. In addition, our future success will depend on, among other factors, our ability to attract and retain other qualified personnel.
A cyber-attack could be caused by malicious outsiders using sophisticated methods to circumvent firewalls, encryption and other security defenses. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.
Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.
Disruptions to our supply of coal and coal mixing services may reduce the amount of coke we produce and deliver, and if we are not able to cover the shortfall in coal supply or obtain replacement mixing services from other providers, our results of operations and profitability could be adversely affected. 20 Table of Contents Substantially all of the metallurgical coal used to produce coke at our cokemaking facilities is purchased from third-parties under one-year contracts.
Disruptions to our supply of coal and coal mixing services may reduce the amount of coke we produce and deliver, and if we are not able to cover the shortfall in coal supply or obtain replacement mixing services from other providers, our results of operations and profitability could be adversely affected.
As a consequence, the operating results and cash flows of our logistics business could be materially and adversely affected. The financial results of our logistics business segment are significantly affected by the demand for both thermal coal and metallurgical coal.
As a consequence, the operating results and cash flows of our industrial services business could be materially and adversely affected. The financial results of our industrial services business segment are significantly affected by the ability to secure contracts for on-site scrap and slag handling and processing as well as the demand for both thermal coal and metallurgical coal.
Adverse developments at our cokemaking facilities could significantly disrupt our ability to produce and supply coke, steam, and/or electricity to our customers. Adverse developments at our logistics operations could significantly disrupt our ability to provide handling, mixing, storage, terminalling, transloading and/or transportation services, of coal and other dry and liquid bulk commodities, to our customers.
Adverse developments at our industrial services operations could significantly disrupt our ability to provide scrap handling and sales, slag handling and sales, metals recovery, labor, handling, mixing, storage, terminalling, transloading and/or transportation services, of coal and other dry and liquid bulk commodities, to our customers.
Our operations are subject to strict regulation by federal, state and local authorities with respect to: discharges of substances into the surrounding environment including the air, water and ground; emissions of GHGs; compliance with the NAAQS; management and disposal of hazardous substances and wastes; cleanup of contaminated sites; protection of groundwater quality and availability; protection of plants and wildlife; reclamation and restoration of properties after 16 Table of Contents completion of mining or drilling; sales of electric power; installation of safety equipment in our facilities; and protection of employee health and safety.
Our operations are subject to strict regulation by federal, state and local authorities with respect to: discharges of substances into the surrounding environment including the air, water and ground; compliance with the NAAQS and other emissions standards; management and disposal of hazardous substances and wastes; cleanup of contaminated sites; protection of surface water and groundwater quality and availability; and protection of plants and wildlife.
If we are unable to negotiate the renewal of a collective bargaining agreement before its expiration date, our operations and our profitability could be adversely affected.
If we are unable to negotiate the renewal of a collective bargaining agreement before its expiration date, our operations and our profitability could be adversely affected. In addition, existing collective bargaining agreements may not prevent a strike or work stoppage at the Company's facilities in the future.
If a customer refuses to take or pay for our coke, we must continue to operate our coke ovens even though we may not be able to sell our coke immediately or may incur significant additional costs for: (i) natural gas to maintain the temperature inside our coke oven batteries; and (ii) fees under our rail contracts to account for reductions in inbound coal or outbound coke shipments at our plants, which may have a material and adverse effect on our cash flows, financial position or results of operations.
If a customer refuses to take or pay for our coke, we may choose to continue to operate our coke ovens even though we may not be able to sell our coke immediately or may incur significant additional operational costs and fees related to vendor contracts, which may have a material and adverse effect on our cash flows, financial position or results of operations.
A prolonged labor dispute, which may include a work stoppage, could adversely affect our ability to satisfy our customers’ orders and, as a result, adversely affect our operations, or the stability of production and reduce our future revenues, or profitability. It is also possible that, in the future, additional employee groups may choose to be represented by a labor union.
A prolonged labor dispute, which may include strikes, work stoppages, or other types of labor disputes, could adversely affect our ability to satisfy our customers’ orders and, as a result, adversely affect our operations, or the stability of production and reduce our future revenues, or profitability.
Many of our customers, business partners, and suppliers may be subject to similar expectations, which could create additional risks, including risks unknown to us. Failure to appropriately navigate any of these considerations could materially and adversely impact our reputation, financial condition, and/or results of operations.
Many of our customers, business partners, and suppliers may be subject to similar expectations, which could create additional risks, including risks unknown to us.
Our businesses are subject to inherent risks, some for which we maintain third party insurance and some for which we self-insure. We may incur losses and be subject to liability claims that could materially and adversely affect our financial condition, results of operations or cash flows.
We may incur losses and be subject to liability claims that could materially and adversely affect our financial condition, results of operations or cash flows. We maintain insurance policies that provide limited coverage for some, but not all, potential risks and liabilities associated with our business.
As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. As a result, we may not be able to renew our existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all.
We may not obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage.
The degree of future protection for our proprietary rights is uncertain. We rely on patents to protect our intellectual property portfolio and to enhance our competitive position. However, our presently pending or future patent applications may not issue as patents, and any patent previously issued to us or our subsidiaries may be challenged, invalidated, held unenforceable or circumvented.
However, our presently pending or future patent applications may not issue as patents, and any patent previously issued to us or our subsidiaries may be challenged, invalidated, held unenforceable or circumvented.
Labor disputes with the unionized portion of our workforce could affect us adversely. Union represented labor creates an increased risk of work stoppages and higher labor costs.
Labor disputes with the unionized portion of our workforce could affect us adversely. Union represented labor creates an increased risk of work stoppages and higher labor costs. A significant portion of our employees are represented by labor unions in a number of countries under various collective bargaining agreements with varying durations and expiration dates.
Our operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to our business, customers, dealers, suppliers, employees and other sensitive matters. Cyber-attacks could materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding customers or employees; and jeopardize the security of our facilities.
Cyber-attacks could materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding customers or employees; and jeopardize the security of our facilities. A cyber-attack could be caused by malicious outsiders using sophisticated methods to circumvent firewalls, encryption and other security defenses.
Such competition could reduce demand for our products and services, thus having a material and adverse effect on our financial condition and results of operations. We are subject to extensive laws and regulations, which may increase our cost of doing business and have an adverse effect on our cash flows, financial position, or results of operations.
These competition risks could materially and adversely affect our future revenues and profitability. 16 Table of Contents We are subject to extensive environmental, health, and safety laws and regulations, which may increase our cost of doing business and have an adverse effect on our cash flows, financial position, or results of operations.
We are exposed to, and may be adversely affected by, interruptions to our computer and information technology systems and sophisticated cyber-attacks. We rely on our information technology systems and networks in connection with many of our business activities. Some of these networks and systems are managed by third-party service providers and are not under our direct control.
We rely on our information technology systems and networks in connection with many of our business activities. Some of these networks and systems are managed by third-party service providers and are not under our direct control. Our operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to our business, customers, dealers, suppliers, employees and other sensitive matters.
If we are unable to effectively protect our intellectual property, third parties may use our technology, which would impair our ability to compete in our markets. Our future success will depend in part on our ability to obtain and maintain meaningful patent protection for certain of our technologies and products throughout the world.
Our future success will depend in part on our ability to obtain and maintain meaningful patent protection for certain of our technologies and products throughout the world. The degree of future protection for our proprietary rights is uncertain. We rely on patents to protect our intellectual property portfolio and to enhance our competitive position.
We may be unable to obtain, maintain or renew permits or leases necessary for our operations, which could materially and adversely affect our production, cash flows or profitability. Our cokemaking and logistics operations require us to obtain a number of permits that impose strict regulations on various environmental and operational matters.
We may be unable to renew permits or leases necessary for our operations, and may become subject to new and more stringent regulations, which could materially and adversely affect our production, cash flows or profitability.
Demand for such coals may fluctuate due to factors beyond our control: • Thermal coal demand : may be impacted by changes in the energy consumption pattern of industrial consumers, electricity generators and residential users, as well as weather conditions and extreme temperatures.
Demand for the Company’s products and services may be adversely impacted by any decrease in regulatory or market scrutiny of our customers’ environmental and sustainability practices and any decision by our customers to focus resources currently committed to such practices into other business initiatives. • Thermal coal demand : may be impacted by changes in the energy consumption pattern of industrial consumers, electricity generators and residential users, as well as weather conditions and extreme temperatures.
In addition, certain risks, such as certain environmental and pollution risks, and 17 Table of Contents certain cybersecurity risks, generally are not fully insurable. We must compensate employees for work-related injuries.
As a result, we may not be able to renew our existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. In addition, certain risks, such as certain environmental and pollution risks, and certain cybersecurity risks, generally are not fully insurable. We must compensate employees for work-related injuries.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe engage outside third-party experts, cybersecurity advisors, and auditors to conduct regular risk assessments, penetration testing, and vulnerability analyses. Our enterprise risk management and cybersecurity-specific risk identification programs include consideration of third-party risks and informs our selection and oversight of third-party service providers.
Biggest changeWe have a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile. We engage outside third-party experts, cybersecurity advisors, and auditors to conduct regular risk assessments, penetration testing, and vulnerability analyses.
Based on the information we have as of the date of this Annual Report on Form 10-K, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Based on the information we have as of the date of this Annual Report on Form 10- 28 Table of Contents K, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
We also periodically review the Company’s cyber insurance policies to ensure appropriate coverage. 26 Table of Contents Incident Response and Vulnerability Management In the event of a cybersecurity incident, our incident response plans are designed to respond with an incident response team to address any breaches. Our ongoing vulnerability management program complements our incident response capabilities.
We also periodically review the Company’s cyber insurance policies to ensure appropriate coverage. Incident Response and Vulnerability Management In the event of a cybersecurity incident, our incident response plans are designed to respond with an incident response team to address any breaches. Our ongoing vulnerability management program complements our incident response capabilities.
The Audit Committee oversees the initial assessment of cybersecurity threats as well as the Company’s approach to management and mitigation of such risks, compliance with industry standards related to cybersecurity, and the Company’s public disclosures related to cybersecurity matters. In addition, our Board of Directors devotes regular attention to oversight of cybersecurity risks.
The Audit Committee oversees the Company's response to cybersecurity threats as well as the Company’s approach to management and mitigation of such risks, compliance with industry standards related to cybersecurity, and the Company’s public disclosures related to cybersecurity matters. In addition, our Board of Directors devotes regular attention to oversight of cybersecurity risks.
Our enterprise risk management program considers cybersecurity threats as part of our overall risk assessment process. We perform these risk assessments to inform our risk mitigation strategies and prioritize cybersecurity initiatives.
Our enterprise risk management program considers cybersecurity threats as part of our overall risk assessment process. We perform these risk assessments to inform our risk mitigation strategies and prioritize 27 Table of Contents cybersecurity initiatives.
As part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K, and in our MD&A at Item 7 of this Annual Report on Form 10-K, we describe whether and how risks from identified cybersecurity threats, including any previous incidents, have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
As part of our risk factor disclosures in Item 1A of this Annual Report on Form 10-K and in our "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this Annual Report on Form 10-K, we describe whether and how risks from identified cybersecurity threats, including any previous incidents, have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
External Support and Third-Party Risk Management Management continues to take steps to enhance our data security infrastructure and defenses. Our processes also address cybersecurity threat risks associated with using third-party service providers, including those in our supply chain or who have access to our customer and employee data, our information systems, or the facilities that house such systems or data.
Our processes also address cybersecurity threat risks associated with using third-party service providers, as appropriate, including those in our supply chain or who have access to our customer and employee data, our information systems, or the facilities that house such systems or data.
Governance Structure and Risk Management Functions Cybersecurity is an integral part of our risk management processes. Our cross-functional risk management team evaluates cybersecurity risks alongside other operational, financial, and reputational risks, facilitating effective resource allocation and coordinated mitigation strategies. In 2021, we updated our Audit Committee charter to memorialize the Committee’s role in reviewing cybersecurity matters.
Governance Structure and Risk Management Functions Cybersecurity is an integral part of our risk management processes. Our cross-functional risk management team evaluates cybersecurity risks alongside other operational, financial, and reputational risks, facilitating effective resource allocation and coordinated mitigation strategies.
We conduct appropriate due diligence on third-party service providers, vendors, and partners before establishing relationships with them, and we monitor such relationships on an ongoing basis.
Our enterprise risk management and cybersecurity-specific risk identification programs include consideration of third-party risks and informs our selection and oversight of third-party service providers. We conduct appropriate due diligence on third-party service providers, vendors, and partners before establishing relationships with them, and we monitor such relationships on an ongoing basis.
Removed
This includes penalties and settlements, of which there were none.
Added
External Support and Third-Party Risk Management Management continues to take steps to enhance our data security infrastructure and defenses.
Added
This includes penalties and settlements, of which there were none. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Added
See "Risk Factors - We are exposed to, and may be adversely affected by, interruptions to our computer and information technology systems and sophisticated cyber-attacks."

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWhile the Company completed the disposal of its coal mining business in April 2016, we continue to have rights to small parcels of land, mineral rights and coal mining rights for approximately 4,200 acres of land in Buchanan and Russell Counties, Virginia.
Biggest changeWhile the Company completed the disposal of its coal mining business in April 2016, we continue to have rights to small parcels of land, mineral rights and coal mining rights for approximately 600 acres of land in Buchanan and Russell Counties, Virginia. These agreements convey mining rights to us in exchange for payment of certain immaterial royalties and/or fixed fees.
Properties We own the following real property as of December 31, 2024: • Approximately 900 acres in Vansant (Buchanan County), Virginia on which the Jewell cokemaking facility is located, along with the offices, warehouse and support buildings for our Jewell coke affiliates as well as other general property holdings and unoccupied land. • Approximately 400 acres in Franklin Furnace (Scioto County), Ohio, at and around the area where the Haverhill cokemaking facility (both the first and second phases) is located. • Approximately 45 acres in Granite City (Madison County), Illinois, adjacent to the U.S.
Properties We own the following real property as of December 31, 2025: • Approximately 900 acres in Vansant (Buchanan County), Virginia on which the Jewell cokemaking facility is located, along with the offices, warehouse and support buildings for our Jewell coke affiliates as well as other general property holdings and unoccupied land. • Approximately 400 acres in Franklin Furnace (Scioto County), Ohio, at and around the area where the Haverhill cokemaking facility (both the first and second phases) is located. • Approximately 45 acres in Granite City (Madison County), Illinois, adjacent to the U.S.
James Parish), Louisiana, on which CMT is located. We lease the following real property as of December 31, 2024: • Approximately 90 acres of land located in East Chicago (Lake County), Indiana, on which the Indiana Harbor cokemaking facility is located and the coal handling and/or mixing facilities (Lake Terminal) that service the Indiana Harbor cokemaking facility.
James Parish), Louisiana, on which CMT is located. We lease the following real property as of December 31, 2025: • Approximately 90 acres of land located in East Chicago (Lake County), Indiana, on which the Indiana Harbor cokemaking facility is located and the coal handling and/or mixing facilities (Lake Terminal) that service the Indiana Harbor cokemaking facility.
As lessee of the property, we are responsible for restoring the leased property to a safe and orderly condition. • Approximately 310 acres of land located in Buchanan County, Virginia at and around the area where our Jewell coal handling terminal is located. • Approximately 30 acres in Belle (Kanawha County), West Virginia, on which KRT has a terminal for its mixing and/or handling services along the Kanawha River. • Our corporate headquarters is located in leased office space in Lisle, Illinois under a 9 year lease that commenced in 2021.
As lessee of the property, we are responsible for restoring the leased property to a safe and orderly condition. • Approximately 310 acres of land located in Buchanan County, Virginia at and around the area where our Jewell coal handling terminal is located. • Approximately 30 acres in Belle (Kanawha County), West Virginia, on which KRT has a terminal for its mixing and/or handling services along the Kanawha River. • Our corporate office in Radnor, Pennsylvania under a 6 year lease that commenced in 2023. • Our corporate headquarters is located in leased office space in Lisle, Illinois under a 9 year lease that commenced in 2021.
Removed
These agreements convey mining rights to us in exchange for payment of certain immaterial royalties and/or fixed fees. 27 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMany legal and administrative proceedings are pending or may be brought against us arising out of our current and past operations, including matters related to commercial and tax disputes, product liability, employment claims, personal injury claims, premises-liability claims, allegations of exposures to toxic substances and general environmental claims.
Biggest changeMany legal and administrative proceedings are pending or may be brought against us arising out of our current and past operations, including matters related to commercial and tax disputes, product liability, employment claims, personal injury claims, premises-liability claims, allegations of exposures to toxic substances, claims alleging non-compliance with regulations that apply to our facilities, and general environmental claims.
Item 3. Legal Proceedings The information presented in Note 12 to our consolidated financial statements within this Annual Report on Form 10-K is incorporated herein by reference.
Item 3. Legal Proceedings The information presented in Note 13 to our consolidated financial statements within this Annual Report on Form 10-K is incorporated herein by reference.
Our management believes that any liabilities that may arise from such matters would not likely be material in relation to our business or our consolidated financial position, results of operations or cash flows at December 31, 2024.
Our 29 Table of Contents management believes that any liabilities that may arise from such matters would not likely be material in relation to our business or our consolidated financial position, results of operations or cash flows at December 31, 2025.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures While the Company divested substantially all of its remaining coal mining assets in April 2016, the Company remains responsible for reclamation of certain legacy coal mining locations that are subject to Mine Safety and Health Administration (“MSHA”) regulatory purview and the Company continues to own certain logistics assets that are regulated by MSHA.
Biggest changeItem 4. Mine Safety Disclosures While the Company divested substantially all of its remaining coal mining assets in April 2016, the Company remains responsible for reclamation of certain legacy coal mining locations that are subject to Mine Safety and Health Administration (“MSHA”) regulatory purview and the Company continues to own certain industrial services assets that are regulated by MSHA.
The information concerning mine safety violations and other regulatory matters that we are required to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.014) is included in Exhibit 95.1 to this Annual Report on Form 10-K. 28 Table of Contents PART II
The information concerning mine safety violations and other regulatory matters that we are required to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.014) is included in Exhibit 95.1 to this Annual Report on Form 10-K. 30 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDividends Our Board of Directors declared the following dividends during 2024 and through February 21, 2025: Date Declared Record Date Dividend Per Share Payment Date February 1, 2024 February 15, 2024 $0.10 March 1, 2024 May 1, 2024 May 15, 2024 $0.10 June 3, 2024 July 31, 2024 August 15, 2024 $0.12 September 3, 2024 October 31, 2024 November 15, 2024 $0.12 December 2, 2024 January 30, 2025 February 17, 2025 $0.12 March 3, 2025 Our payment of dividends in the future, if any, will be determined by our Board of Directors and will depend on business conditions, our financial condition, earnings, liquidity and capital requirements, covenants in our debt agreements and other factors.
Biggest changeDividends Our Board of Directors declared the following dividends during 2025 and through February 20, 2026: Date Declared Record Date Dividend Per Share Payment Date January 30, 2025 February 17, 2025 $0.12 March 3, 2025 April 30, 2025 May 16, 2025 $0.12 June 2, 2025 July 30, 2025 August 15, 2025 $0.12 September 2, 2025 October 30, 2025 November 17, 2025 $0.12 December 1, 2025 January 30, 2026 February 17, 2026 $0.12 March 2, 2026 Our payment of dividends in the future, if any, will be determined by our Board of Directors and will depend on business conditions, our financial condition, earnings, liquidity and capital requirements, covenants in our debt agreements and other factors.
There have been no share repurchases since the first quarter of 2020 as the Company has suspended additional repurchases, leaving $96.3 million available under the authorized repurchase program as of December 31, 2024. Item 6. [Reserved] 30 Table of Contents
There have been no share repurchases since the first quarter of 2020 as the Company has suspended additional repurchases, leaving $96.3 million available under the authorized repurchase program as of December 31, 2025. Item 6. [Reserved] 32 Table of Contents
The S&P Small Cap 600 Index is a broad equity market index comprised of companies of between $1.1 billion and $7.4 billion. The Company is a part of this index. The NASDAQ U.S. Benchmark Iron and Steel Index is comprised of U.S.-based steel and metals manufacturing and coal and iron ore mining companies.
The S&P Small Cap 600 Index is a broad equity market index comprised of companies of between $1.2 billion and $8.0 billion. The Company is a part of this index. The NASDAQ U.S. Benchmark Iron and Steel Index is comprised of U.S.-based steel and metals manufacturing and coal and iron ore mining companies.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024. In selecting the indices for comparison, we considered market capitalization and industry or line-of-business.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025. In selecting the indices for comparison, we considered market capitalization an d industry or line-of-business.
While we do not manufacture steel, we do produce coke, an essential ingredient in the blast furnace production of steel. Accordingly, we believe the NASDAQ U.S. Benchmark Iron & Steel Index is appropriate for comparison purposes. 29 Table of Contents Holders As of February 14, 2025, we had 7,408 holders of record of our common stock.
While we do not manufacture steel, we do produce coke, an essential ingredient in the blast furnace production of steel. Accordingly, we believe the NASDAQ U.S. Benchmark Iron & Steel Index is appropriate for comparison purposes. 31 Table of Contents Holders As of February 13, 2026, we had 7,044 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSee the “Non-GAAP Financial Measures” section below for both the definition of Adjusted EBITDA and the reconciliation from GAAP to the non-GAAP measurement. 33 Table of Contents Segment Operating Data The following table sets forth financial and operating data by segment for the years ended December 31, 2024 and 2023: Years Ended December 31, 2024 2023 Increase (Decrease) (Dollars in millions, except per ton amounts) Sales and other operating revenue: Domestic Coke $ 1,817.3 $ 1,954.0 $ (136.7) Brazil Coke 35.1 35.2 (0.1) Logistics 83.0 74.0 9.0 Logistics intersegment sales 22.9 22.1 0.8 Elimination of intersegment sales (22.9) (22.1) (0.8) Total sales and other operating revenue $ 1,935.4 $ 2,063.2 $ (127.8) Adjusted EBITDA: Domestic Coke $ 234.7 $ 247.8 $ (13.1) Brazil Coke 9.9 9.1 0.8 Logistics 50.4 44.3 6.1 Corporate and Other, net (1) (22.2) (32.4) 10.2 Total Adjusted EBITDA (2) $ 272.8 $ 268.8 $ 4.0 Coke Operating Data: Domestic Coke capacity utilization (3) 100 % 101 % (1) % Domestic Coke production volumes (thousands of tons) 4,032 4,049 (17) Domestic Coke sales volumes (thousands of tons) 4,028 4,046 (18) Domestic Coke Adjusted EBITDA per ton (4) $ 58.27 $ 61.25 $ (2.98) Brazilian Coke production—operated facility (thousands of tons) 1,579 1,558 21 Logistics Operating Data: Tons handled (thousands of tons) 22,540 20,483 2,057 (1) Corporate and Other, net is not a reportable segment.
Biggest changeSee the “Non-GAAP Financial Measures” section for both the definition of Adjusted EBITDA and the reconciliation from GAAP to the non-GAAP measurement. 36 Table of Contents Segment Operating Data The following table sets forth financial and operating data by segment for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 Increase (Decrease) (Dollars in millions, except per ton amounts) Sales and other operating revenue: Domestic Coke $ 1,613.8 $ 1,817.3 $ (203.5) Industrial Services 187.8 83.0 104.8 Industrial Services intersegment sales 21.9 22.9 (1.0) Elimination of intersegment sales (21.9) (22.9) 1.0 Total sales and other operating revenue reportable segments $ 1,801.6 $ 1,900.3 $ (98.7) Corporate and other, net (1) 35.7 35.1 0.6 Total Sales and other operating revenue $ 1,837.3 $ 1,935.4 $ (98.1) Adjusted EBITDA: Domestic Coke $ 170.0 $ 234.7 $ (64.7) Industrial Services 62.3 50.4 11.9 Total Adjusted EBITDA reportable segments 232.3 285.1 (52.8) Corporate and Other, net (1) (13.1) (12.3) (0.8) Total Adjusted EBITDA (2) $ 219.2 $ 272.8 $ (53.6) Coke Operating Data: Domestic Coke capacity utilization (3) 93 % 100 % (7) % Domestic Coke production volumes (thousands of tons) 3,749 4,032 (283) Domestic Coke sales volumes (thousands of tons) 3,668 4,028 (360) Domestic Coke Adjusted EBITDA per ton (4) $ 46.35 $ 58.27 $ (11.92) Industrial Services Operating Data: Terminals handling volumes (thousands of tons) 20,320 22,540 (2,220) Steel customer volumes serviced (thousands of tons) 9,223 — 9,223 (1) Corporate and Other, net is not a reportable segment and includes the results of Brazil cokemaking operations.
Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.” Covenants As of December 31, 2024, we were in compliance with all applicable debt covenants. We do not anticipate a violation of these covenants nor do we anticipate that any of these covenants will restrict our operations or our ability to obtain additional financing.
Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.” Covenants As of December 31, 2025, we were in compliance with all applicable debt covenants. We do not anticipate a violation of these covenants nor do we anticipate that any of these covenants will restrict our operations or our ability to obtain additional financing.
See Note 13 to our consolidated financial statements. Capital Requirements and Expenditures Our operations are capital intensive, requiring significant investment to upgrade or enhance existing operations and to meet environmental and operational regulations. The level of future capital expenditures will depend on various factors, including market conditions, regulatory requirements and customer requirements, and may differ from current or anticipated levels.
See Note 14 to our consolidated financial statements. Capital Requirements and Expenditures Our operations are capital intensive, requiring significant investment to upgrade or enhance existing operations and to meet environmental and operational regulations. The level of future capital expenditures will depend on various factors, including market conditions, regulatory requirements and customer requirements, and may differ from current or anticipated levels.
As a result of the agreement, the Company recognized a $9.5 million pre-tax gain within selling, general and administrative expenses on the Consolidated Statements of Income during the year ended December 31, 2024. The agreement resulted in a reduction of $45.5 million of the Company's black lung liability on the Consolidated Balance Sheets.
As a result of the agreement, the Company recognized a $9.5 million pre-tax gain within selling, general and administrative expenses on the Consolidated Statements of Operations during the year ended December 31, 2024. The agreement resulted in a reduction of $45.5 million of the Company's black lung liability on the Consolidated Balance Sheets.
Steel. Liquidity and Capital Resources Our primary liquidity needs are to fund working capital, fund investments, service our debt, maintain cash reserves and replace partially or fully depreciated assets and other capital expenditures. Our sources of liquidity include cash generated from operations, borrowings under our revolving credit facility (“Revolving Facility”) and, from time to time, debt and equity offerings.
Liquidity and Capital Resources Our primary liquidity needs are to fund working capital and investments, service our debt, maintain cash reserves and replace partially or fully depreciated assets and other capital expenditures. Our sources of liquidity include cash generated from operations, borrowings under our Revolving Facility and, from time to time, debt and equity offerings.
The Company evaluates the performance of its segments based on segment Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted for any impairments, restructuring costs, gains or losses on extinguishment of debt, and/or transaction costs (“Adjusted EBITDA”).
The Company evaluates the performance of its segments based on segment Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted for any impairments, restructuring costs, gains or losses on extinguishment of debt, gains or losses on derivative instruments, site closure costs and/or transaction costs (“Adjusted EBITDA”).
Adjusted EBITDA provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on GAAP measures and because it eliminates items that have less bearing on our operating performance.
Adjusted EBITDA provides useful information to investors because it highlights trends in our business that may not otherwise be 38 Table of Contents apparent when relying solely on GAAP measures and because it eliminates items that have less bearing on our operating performance.
Recent Accounting Standards See Note 2 to our consolidated financial statements. 40 Table of Contents
Recent Accounting Standards See Note 2 to our consolidated financial statements. 42 Table of Contents
Our capital requirements have consisted, and are expected to consist, primarily of: • Ongoing capital expenditures required to maintain equipment reliability, the integrity and safety of our coke ovens and steam generators and to comply with environmental regulations.
Our capital requirements have consisted, and are expected to consist, primarily of: • Ongoing capital expenditures required to maintain equipment reliability, the integrity and safety of our coke ovens, steam generators and assets at our terminals and operating sites and to comply with environmental regulations.
Dividends In addition to the $37.6 million in dividends paid to our shareholders during 2024, on January 30, 2025, SunCoke's Board of Directors declared a cash dividend of $0.12 per share of the Company's common stock. This dividend will be paid on March 3, 2025, to stockholders of record on February 17, 2025. See further discussion in “Item 5.
Dividends In addition to the $41.4 million in dividends paid to our shareholders during 2025, on January 30, 2026, SunCoke's Board of Directors declared a cash dividend of $0.12 per share of the Company's common stock. This dividend will be paid on March 2, 2026, to stockholders of record on February 17, 2026. See further discussion in “Item 5.
Our results of operations include reference to our business operations and market conditions, which are further described in Part I of this document. 2024 Overview Our consolidated results of operations in 2024 were as follows: Year Ended December 31, 2024 (Dollars in millions) Net income $ 103.5 Net cash provided by operating activities $ 168.8 Adjusted EBITDA (1) $ 272.8 (1) See “Non-GAAP Financial Measures” in this Item 7 below for both the definition of Adjusted EBITDA and the reconciliation from GAAP to the non-GAAP measurement.
Our results of operations include reference to our business operations and market conditions, which are further described in Part I of this document. 2025 Overview Our consolidated results of operations in 2025 were as follows: Years Ended December 31, 2025 2024 Increase (Decrease) (Dollars in millions) Net (loss) income $ (38.8) $ 103.5 $ (142.3) Net cash provided by operating activities $ 109.1 $ 168.8 $ (59.7) Adjusted EBITDA (1) $ 219.2 $ 272.8 $ (53.6) (1) See “Non-GAAP Financial Measures” in this Item 7 below for both the definition of Adjusted EBITDA and the reconciliation from GAAP to the non-GAAP measurement.
Our management believes that the application of these policies on a consistent basis enables us to provide the users of our financial statements with useful and reliable information about our operating results and financial condition.
Critical Accounting Policies and Estimates A summary of our significant accounting policies is included in Note 2 to our consolidated financial statements. Our management believes that the application of these policies on a consistent basis enables us to provide the users of our financial statements with useful and reliable information about our operating results and financial condition.
As of December 31, 2024, significant contractual obligations related to debt were $500 m illion of principal borrowings and $109.7 million of related interest, which will be repaid through 2029. See Note 11 to our consolidated financial statements. We also have contractual obligations for leases, including land, office space, equipment, railcars and locomotives.
As of December 31, 2025, significant contractual obligations related to debt we re $693.0 million of principal borrowings and $139.7 million of related interest, which will be repaid through 2030. See Note 12 to our consolidated financial statements. We also have contractual obligations for leases, including land, office space, equipment, railcars and locomotives.
(4) Reflects Domestic Coke Adjusted EBITDA divided by Domestic Coke sales volumes. 34 Table of Contents Analysis of Segment Results Domestic Coke The following table explains year-over-year changes in our Domestic Coke segment's sales and other operating revenues and Adjusted EBITDA results: Sales and other operating revenue Adjusted EBITDA 2024 vs 2023 2024 vs 2023 (Dollars in millions) Beginning $ 1,954.0 $ 247.8 Volume (1) (6.1) — Price (2) (127.1) (11.1) Operating and maintenance costs (3) N/A 1.2 Energy and other (4) (3.5) (3.2) Ending $ 1,817.3 $ 234.7 (1) Volumes during 2024 were negatively impacted by lower coal-to-coke yields.
(4) Reflects Domestic Coke Adjusted EBITDA divided by Domestic Coke sales volumes. 37 Table of Contents Analysis of Segment Results Domestic Coke The following table explains year-over-year changes in our Domestic Coke segment's sales and other operating revenues and Adjusted EBITDA results: Sales and other operating revenue Adjusted EBITDA 2025 vs 2024 2025 vs 2024 (Dollars in millions) Beginning $ 1,817.3 $ 234.7 Volume (1) (151.1) (45.0) Price (2) (55.8) (39.8) Operating and maintenance costs (3) N/A 12.9 Energy and other (4) 3.4 7.2 Ending $ 1,613.8 $ 170.0 (1) Volumes during 2025 were negatively impacted by lower coal-to-coke yields, lower contracted coke tons delivered due to Algoma Steel's breach of contract and lower coke tons in the Granite City contract extension.
This measure is not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, non-GAAP financial measures used by other companies.
Our management, as well as certain investors, use this non-GAAP measure to analyze our current and expected future financial performance. This measure is not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, non-GAAP financial measures used by other companies.
We believe our current resources are sufficient to meet our working capital requirements for our current 36 Table of Contents business for at least the next 12 months and thereafter for the foreseeable future. As of December 31, 2024, we had $189.6 million of cash and cash equivalents and $350.0 million of borrowing availability under our Revolving Facility.
We believe our current resources are sufficient to meet our working capital requirements for our current business for at least the next 12 months and thereafter for the foreseeable future. We funded the acquisition of Phoenix Global with existing cash and borrowing availability under our Revolving Facility.
The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. The Company's black lung benefit obligations is an item that is subject to such estimates and assumptions.
The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. The Company's valuation of tangible and intangible assets as part of business combinations and assessment of impairment of long-lived assets are subject to such estimates and assumptions.
See Note 11 to our consolidated financial statements for details on debt covenants. Credit Rating In February 2024, S&P Global Ratings reaffirmed our corporate credit rating of BB- (stable). In October 2024, Moody’s Investors Service reaffirmed our corporate credit rating of B1 and changed the rating outlook from positive to stable.
See Note 12 to our consolidated financial statements for details on debt covenants. Credit Rating In May 2025, S&P Global Ratings reaffirmed our corporate credit rating of BB- (stable).
Contractual Obligations As of December 31, 2024, significant contractual obligations related to our metallurgical coal procurement contracts, which are generally based on annual coke production requirements at fixed coal prices, were $876.6 million and extend through 2025.
In June 2025, Moody’s Investors Service reaffirmed our corporate credit rating of B1 and the outlook remains stable. 40 Table of Contents Contractual Obligations As of December 31, 2025, significant contractual obligations related to our metallurgical coal procurement contracts, which are generally based on annual coke production requirements at fixed coal prices, were $738.2 million and extend through 2026.
Management believes Adjusted EBITDA is an important measure of operating performance, which is used by the chief operating decision maker as one of the measurements to help determine the allocation of costs and resources to our reportable segments. Adjusted EBITDA should not be considered a substitute for the reported results prepared in accordance with GAAP.
However, we have included Corporate and Other within our operating data below. Management believes Adjusted EBITDA is an important measure of operating performance, which is used by the chief operating decision maker as one of the measurements to help determine the allocation of costs and resources to our reportable segments.
Ongoing capital expenditures do not include normal repairs and maintenance expenses, which are expensed as incurred; • Expansion capital expenditures to acquire and/or construct complementary assets to grow our business and to expand existing facilities as well as capital expenditures made to enable the renewal of a coke sales agreement and/or logistics service agreement and on which we expect to earn a reasonable return; and • Environmental project expenditures to ensure that our existing facilities operate in accordance with changing regulations. 38 Table of Contents The following table summarizes our capital expenditures: Years Ended December 31, 2024 2023 (Dollars in millions) Ongoing capital $ 64.3 $ 94.5 Expansion capital (1) 8.6 14.7 Total capital expenditures (2) $ 72.9 $ 109.2 (1) Capital expenditures for the year ended December 31, 2023 includes capital spending in connection with the foundry cokemaking growth project.
Ongoing capital expenditures do not include normal repairs and maintenance expenses, which are expensed as incurred; • Expansion capital expenditures to acquire and/or construct complementary assets to grow our business and to expand existing facilities as well as capital expenditures made to grow our business through new markets or enable the renewal of a coke sales agreement and/or industrial services agreement and on which we expect to earn a reasonable return; and • Environmental project expenditures to ensure that our existing facilities operate in accordance with changing regulations.
Cash Flow Summary The following table sets forth a summary of the net cash provided by (used in) operating, investing and financing activities for the years ended December 31, 2024 and 2023: Years Ended December 31, 2024 2023 (Dollars in millions) Net cash provided by operating activities $ 168.8 $ 249.0 Net cash used in investing activities (72.3) (109.2) Net cash used in financing activities (47.0) (89.7) Net increase in cash and cash equivalents $ 49.5 $ 50.1 Cash Provided by Operating Activities Net cash provided by operating activities decreased $80.2 million to $168.8 million in 2024 as compared to $249.0 million in 2023.
Refer to further liquidity 39 Table of Contents discussion in “Part II - Item 5 - Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.” Cash Flow Summary The following table sets forth a summary of the net cash (used in) provided by operating, investing and financing activities for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 (Dollars in millions) Net cash provided by operating activities $ 109.1 $ 168.8 Net cash used in investing activities (339.2) (72.3) Net cash provided by (used in) financing activities 128.8 (47.0) Effect of translation changes on cash 0.4 — Net (decrease) increase in cash and cash equivalents $ (100.9) $ 49.5 Cash Flows from Operating Activities Net cash provided by operating activities decreased by $59.7 million to $109.1 million in 2025 as compared to $168.8 million in 2024.
Despite these inherent limitations, our management believes the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and footnotes provide a meaningful and fair perspective of our financial condition.
Our management bases its estimates on various assumptions that are believed to be reasonable under the circumstances. Our management believes the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and footnotes herein provide a meaningful and fair perspective of our financial condition.
Years Ended December 31, 2024 2023 Increase (Decrease) (Dollars in millions) Revenues Sales and other operating revenue $ 1,935.4 $ 2,063.2 $ (127.8) Costs and operating expenses Cost of products sold and operating expenses 1,603.4 1,724.6 (121.2) Selling, general and administrative expenses 61.2 70.7 (9.5) Depreciation and amortization expense 118.9 142.8 (23.9) Total costs and operating expenses 1,783.5 1,938.1 (154.6) Operating income 151.9 125.1 26.8 Interest expense, net 23.4 27.3 (3.9) Income before income tax expense 128.5 97.8 30.7 Income tax expense 25.0 34.3 (9.3) Net income 103.5 63.5 40.0 Less: Net income attributable to noncontrolling interests 7.6 6.0 1.6 Net income attributable to SunCoke Energy, Inc. $ 95.9 $ 57.5 $ 38.4 Sales and Other Operating Revenue and Costs of Products Sold and Operating Expenses.
Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K for the year-over-year analysis of consolidated results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023. 34 Table of Contents Years Ended December 31, 2025 2024 Increase (Decrease) (Dollars in millions) Revenues Sales and other operating revenue $ 1,837.3 $ 1,935.4 $ (98.1) Costs and operating expenses Cost of products sold and operating expenses 1,553.0 1,603.4 (50.4) Selling, general and administrative expenses 84.8 61.2 23.6 Depreciation and amortization expense 153.6 118.9 34.7 Long-lived asset impairment 90.3 — 90.3 Total costs and operating expenses 1,881.7 1,783.5 98.2 Operating (loss) income (44.4) 151.9 (196.3) Interest expense, net 28.4 23.4 5.0 (Loss) income before income tax (benefit) expense (72.8) 128.5 (201.3) Income tax (benefit) expense (34.0) 25.0 (59.0) Net (loss) income (38.8) 103.5 (142.3) Less: Net income attributable to noncontrolling interests 5.4 7.6 (2.2) Net (loss) income attributable to SunCoke Energy, Inc. $ (44.2) $ 95.9 $ (140.1) Sales and Other Operating Revenue and Costs of Products Sold and Operating Expenses.
See Note 12 to our consolidated financial statements for further detail. 31 Table of Contents Consolidated Results of Operations The following section includes year-over-year analysis of consolidated results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Consolidated Results of Operations The following section includes year-over-year analysis of consolidated results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024. See “Analysis of Segment Results” later in this Item 7 for further details of these results.
Reconciliation of Non-GAAP Financial Measures Below is a reconciliation of Adjusted EBITDA to net income, which is its most directly comparable financial measure calculated and presented in accordance with GAAP: Years Ended December 31, 2024 2023 2022 (Dollars in millions) Net income $ 103.5 $ 63.5 $ 104.9 Add: Depreciation and amortization expense 118.9 142.8 142.5 Interest expense, net 23.4 27.3 32.0 Income tax expense 25.0 34.3 16.8 Transaction costs (1) 2.0 0.9 1.5 Adjusted EBITDA $ 272.8 $ 268.8 $ 297.7 (1) Reflects costs incurred related to potential mergers and acquisitions and the granulated pig iron project with U.S.
Reconciliation of Non-GAAP Financial Measures Below is a reconciliation of Adjusted EBITDA to net (loss) income, which is its most directly comparable financial measure calculated and presented in accordance with GAAP: Years Ended December 31, 2025 2024 (Dollars in millions) Net (loss) income $ (38.8) $ 103.5 Add: Depreciation and amortization expense 153.6 118.9 Interest expense, net 28.4 23.4 Long-lived asset impairment (1) 90.3 — Income tax (benefit) expense (34.0) 25.0 Loss on derivative forward contracts 0.7 — Restructuring costs (2) 4.4 — Transaction costs (3) 10.7 2.0 Site closure costs (4) 3.9 — Adjusted EBITDA $ 219.2 $ 272.8 (1) Primarily reflects the long-lived asset impairment charge associated with our Haverhill I cokemaking facility asset group within the Domestic Coke reportable segment.
The remainder is included in Corporate and Other, including activity from our legacy coal mining business, which is not considered a reportable segment and, therefore, not included in our segment information in Note 19. However, we have included Corporate and Other within our operating data below.
The remainder is included in Corporate and Other, including licensing and operating fees payable to us under long-term contracts with ArcelorMittal Brazil as well as the expenses related to those operations and activity from our legacy coal mining business, which is not considered a reportable segment and therefore, not included in our segment information in Note 20.
These decreases were partially offset by an increase to dividends paid of $6.9 million as compared to the prior year period, primarily as a result of an increase in the dividend per share amount.
Additionally, the increase in the current year period was further offset by an increase to dividends paid of $3.8 million as compared to the prior year period, primarily as a result of an increase in the dividend per share amount, and debt issuance costs paid of $2.1 million related to the amendment and extension of the Revolving Facility.
This increase was primarily driven by the recognition of a $9.5 million gain, which was the result of the extinguishment of certain liabilities related to our legacy coal mining business. See Note 12 to our consolidated financial statements for further detail.
Corporate and Other Corporate and Other Adjusted EBITDA represented a loss of $13.1 million in 2025 compared to a loss of $12.3 million in 2024. This increase was primarily driven by the absence of a $9.5 million gain, which was the result of the extinguishment of certain liabilities related to our legacy coal mining business in the prior year period.
Non-GAAP Financial Measures In addition to the GAAP results provided in this Annual Report on Form 10-K, we have provided a non-GAAP financial measure, Adjusted EBITDA. Our management, as well as certain investors, use this non-GAAP measure to analyze our current and expected future financial performance.
These increases were partially offset during 2025 by lower employee related expenses and lower legal expenses. Non-GAAP Financial Measures In addition to the GAAP results provided in this Annual Report on Form 10-K, we have provided a non-GAAP financial measure, Adjusted EBITDA.
Sales and other operating revenue and costs of products sold and operating expenses decreased in 2024 as compared to 2023, primarily driven by the pass-through of lower coal prices on our long-term, take-or-pay agreements. Selling, General and Administrative Expenses.
Sales and other operating revenue and costs of products sold and operating expenses decreased during 2025 compared to the same prior year period, driven by lower pricing in our Domestic Coke segment mainly driven by the mix of contracted and non-contracted blast coke sales in the current year period, lower contracted coke tons delivered due to Algoma Steel's breach of contract, the impact of the Granite City contract extension economics and the impact of the pass-through of lower coal prices on our long-term, take-or-pay agreements.
(2) Sales and other operating revenue decreased primarily as a result of the pass-through of lower coal prices on our long-term, take-or-pay agreements.
(2) The pass-through of lower coal prices decreased sales and other operating revenue during 2025. Further, sales and other operating revenue and Adjusted EBITDA decreased during 2025 as a result of lower pricing on our non-contracted blast coke sales and the impact of lower economics on the Granite City contract extension.
Adjusted EBITDA was negatively impacted by lower coal-to-coke yields on our long-term, take-or-pay agreements and lower sales pricing on our non-contracted blast coke sales, which was partially offset by the impact of lower coal prices on our non-contracted blast coke sales.
Additionally, Adjusted EBITDA was negatively impacted by lower coal-to-coke yields on our long-term, take-or-pay agreements. (3) Operating and maintenance costs during 2025 benefited from lower planned maintenance outage costs in the current year as well as the timing of other maintenance costs.
We returned meaningful capital to our shareholders through the declaration and payment of a dividend during each quarter of 2024, increasing from $0.10 per share during the first half of the year to $0.12 per share during the second half of the year, representing a quarterly increase of 20 percent. Recent Developments • Granite City Contract Extension.
We returned meaningful capital to our shareholders through the declaration and payment of a dividend of $0.12 per share during each quarter of 2025. Recent Developments • One Big Beautiful Bill Act. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.
Lake Terminal is located adjacent to our Indiana Harbor cokemaking facility. The operations of each of our reportable segments are described in Part I of this Annual Report on Form 10-K. Corporate expenses that can be identified with a segment have been included in determining segment results.
Lake Terminal is located adjacent to our Indiana Harbor cokemaking facility. Additionally, Industrial Services includes fifteen molten slag removal, handling and processing operating sites across the United States, Brazil, Slovakia and Spain. Corporate expenses that can be identified with a segment have been included in determining segment results.
Net i ncome attributable to noncontrolling interests represents a 14.8 percent third-party interest in our Indiana Harbor cokemaking facility and fluctuates with the financial performance of that facility. 32 Table of Contents Results of Reportable Business Segments We report our business results through three reportable segments: • Domestic Coke consists of our Jewell facility, located in Vansant, Virginia, our Indiana Harbor facility, located in East Chicago, Indiana, our Haverhill facility, located in Franklin Furnace, Ohio, our Granite City facility located in Granite City, Illinois, and our Middletown facility located in Middletown, Ohio. • Brazil Coke consists of operations in Vitória, Brazil, where we operate the ArcelorMittal Brazil cokemaking facility. • Logistics consists of CMT, located in Convent, Louisiana, KRT, located in Ceredo and Belle, West Virginia, and Lake Terminal, located in East Chicago, Indiana.
We report our business results through two reportable segments: • Domestic Coke consists of our Jewell facility, located in Virginia, our Indiana Harbor facility, located in Indiana, our Granite City facility located in Illinois, and our Middletown and Haverhill facilities located in Ohio. • Industrial Services consists of logistics terminals including CMT, located in Louisiana, KRT, located in West Virginia, and Lake Terminal, located in Indiana.
Depreciation and amortization expense decreased in 2024 as compared to 2023 as a result of the expiration of the useful lives of assets in our Domestic Coke segment, which were placed into service in prior periods. Interest Expense, net.
The increase to depreciation and amortization expense during 2025 reflects the inclusion of Phoenix Global's expense in the current year period. This increase was partially offset by the expiration of the useful lives of assets in our Domestic Coke segment placed into service in prior periods. Long-lived Asset Impairment.
Operating results during the year ended December 31, 2024 primarily reflect higher transloading volumes and pricing in our Logistics segment, as well as the extinguishment of certain black lung liabilities during the current year period, which resulted in the recognition of a $9.5 million pre-tax gain.
Additionally, operating results reflect lower pricing in our Domestic Coke segment mainly driven by the mix of contracted and non-contracted blast coke sales in the current year period, lower volumes due to unfavorable coal-to-coke yields, lower volumes due to Algoma Steel's breach of contract , the impact of the Granite City contract extension economics, lower terminals handling volumes due to market conditions as well as the absence of a $9.5 million pre-tax gain related to the extinguishment of certain black lung liabilities during the prior year period.
The decrease in selling, general and administrative expense was primarily impacted by the recognition of a $9.5 million gain, which was the result of the extinguishment of certain liabilities related to our legacy coal mining business. See Note 12 to our consolidated financial statements for further detail. Depreciation and Amortization Expense.
S elling, general and administrative expenses increased during 2025, reflecting transaction costs of $10.1 million incurred related to the acquisition of Phoenix Global as well as the absence of a $9.5 million gain, which was the result of the extinguishment of certain liabilities related to our legacy coal mining business in the prior year period.
Refer to Capital Requirements and Expenditures below for further detail. 37 Table of Contents Cash Used in Financing Activities Net cash used in financing activities decreased $42.7 million to $47.0 million in 2024 as compared to $89.7 million in 2023.
Cash Flows from Financing Activities Net cash provided by financing activities increased by $175.8 million to $128.8 million in 2025 as compared to net cash used in financing activities of $47.0 million in 2024.
Removed
These increases were partially offset by unfavorable coal-to-coke yields on our long-term, take-or-pay agreements within our Domestic Coke segment. Operating cash flows during the current period primarily reflect an unfavorable year-over-year change in primary working capital and a one-time payment of $36.0 million related to the extinguishment of certain black lung liabilities.
Added
Operating results during the year ended December 31, 2025 primarily reflect a $90.1 million ($68.1 million net of tax) impairment charge at our Haverhill I cokemaking facility as a result of Algoma Steel's breach of contract.
Removed
In October 2024, the Granite City long-term, take-or-pay agreement with United States Steel Corporation (“U.S. Steel”) was extended through June 30, 2025, with an option for U.S. Steel to extend for an additional six months. Under the terms of the agreement, Granite City will supply 295 thousand tons of coke to U.S. Steel during the initial six month term.
Added
Operating results for the year ended December 31, 2025 include five months of operating results associated with the acquisition of Flame Aggregator, LLC (“Phoenix Global”). Net loss was reduced during the current year period by income tax benefits recognized on investment tax credits and the impairment charge discussed above.
Removed
The terms of the extension includes a turn down fee, but results in significantly lower overall economics compared to the current long-term, take-or-pay agreement. Other key provisions of the agreement, including the pass-through of coal costs, remain unchanged. Items Impacting Comparability • U.S. Department of Labor’s Division of Coal Mine Workers Compensation (“DCMWC”) Regulatory Exemption.
Added
Operating cash flows during the current period primarily reflect payments to settle liabilities assumed as part of the acquisition of Phoenix Global, an increase in income tax receivables related to capital investment tax credits and the unfavorable operating results discussed above. See detailed analysis of the year's results throughout this MD&A.
Removed
See “Analysis of Segment Results” later in this Item 7 for further details of these results.
Added
The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
Removed
Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K for the year-over-year analysis of consolidated results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Added
Following the enactment of the OBBBA, the Company recognized the tax effects of the legislation in the interim period that included the enactment date, as required under ASC 740, Income Taxes.
Removed
Interest expense, net, benefited in 2024 from lower average debt balances during the current year period and higher interest income of $2.6 million. Income Tax Expense.
Added
The Company has evaluated the impact of the OBBBA on cash taxes, deferred tax assets and liabilities and has reflected these effects in the consolidated financial statements for the year ended December 31, 2025. 33 Table of Contents • Revolving Facility Extension.
Removed
Income tax expense during 2024 benefited from the absence of $8.4 million of deferred tax expense recorded in the prior year related to the establishment of a valuation allowance on deferred tax assets attributable to existing foreign tax credit carryforwards, as a result of changes in tax regulations.
Added
On July 25, 2025, we amended and extended the maturity of our revolving credit facility (“Revolving Facility”) to July 2030 under substantially similar terms. The amendment also reduced the Revolving Facility capacity by $25.0 million to $325.0 million. • Acquisition of Phoenix Global.
Removed
Additionally, the current year period further benefited from the release of valuation allowances established on deferred tax assets related to state net operating loss carryforwards, partially offset by the revaluation of certain deferred tax liabilities due to changes in apportioned state tax rates. See Note 4 to our consolidated financial statements for further detail. Noncontrolling Interest.
Added
On August 1, 2025, we completed the acquisition of Phoenix Global, a privately held provider of mission-critical mill services to major steel producing companies. We acquired Phoenix Global for preliminary purchase consideration of $295.8 million. See Note 3 to our consolidated financial statements for further detail. • Algoma Coke Supply Contract.
Removed
These decreases were partially and completely offset for Revenues and Adjusted EBITDA, respectively, by higher volumes on our foundry coke sales and higher volumes at certain of our cokemaking facilities driven by the absence of oven rebuilds in the current year period.
Added
At the end of the third quarter of 2025, we were notified of Algoma Steel Inc's breach of contract and refusal to accept any additional coke tons. We are actively pursuing all avenues to enforce the contract and recover any financial losses. • Haverhill II Contract Extension.
Removed
(3) Operating and maintenance costs primarily benefited in the current year period from lower planned outage costs and the absence of oven rebuilds. (4) Energy and other decreased primarily as a result of unfavorable energy pricing.
Added
In November 2025, the Haverhill II long-term, take-or-pay agreement with Cleveland-Cliffs Steel Holding Corporation and Cleveland-Cliffs Steel LLC, subsidiaries of Cleveland-Cliffs Inc. and collectively referred to as “Cliffs Steel,” was extended through December 31, 2028. Under the extension, the Company will provide 500 thousand tons of metallurgical coke annually. • Haverhill I Closure.
Removed
These decreases were partially offset by higher energy sales as a result of increased volumes related to upgrades of our assets made in the prior year period .
Added
In the fourth quarter of 2025, the Company made the decision to optimize its coke fleet and close its Haverhill I cokemaking facility in the first quarter of 2026, resulting in the impairment charges discussed above. • Granite City Contract Extension. In January 2026, the Granite City long-term, take-or-pay agreement with United States Steel Corporation (“U.S.
Removed
Logistics The following table explains year-over-year changes in our Logistics segment's sales and other operating revenues, exclusive of intersegment sales, and Adjusted EBITDA results: Sales and other operating revenue, exclusive of intersegment sales Adjusted EBITDA 2024 vs 2023 2024 vs 2023 (Dollars in millions) Beginning $ 74.0 $ 44.3 Transloading volumes (1) 6.1 3.9 Price/margin impact of mix in transloading services (2) 1.2 1.5 Other (3) 1.7 0.7 Ending $ 83.0 $ 50.4 Intersegment sales and other operating revenue in our Logistics segment were $22.9 million and $22.1 million as of December 31, 2024 and 2023, respectively.
Added
Steel”) was extended through December 31, 2026. Under the extension, the Company will provide 590 thousand tons of metallurgical coke. The provisions and economics of this extension remain similar to those included in the previous extensions executed in 2024 and 2025. Items Impacting Comparability • U.S. Department of Labor’s Division of Coal Mine Workers Compensation (“DCMWC”) Regulatory Exemption.
Removed
Adjusted EBITDA presented above is inclusive of the impact of intersegment transactions. (1) Volumes primarily increased as a result of higher demand and transloading volumes at KRT. (2) Revenues and Adjusted EBITDA increased as a result of higher transloading pricing at CMT.
Added
See Note 13 to our consolidated financial statements for further detail. • Acquisition of Phoenix Global. As discussed above, we completed the acquisition of Phoenix Global on August 1, 2025 and five months of Phoenix Global results are included in the consolidated financial statements.
Removed
(3) Revenues and Adjusted EBITDA increased as a result of favorable ancillary revenue. 35 Table of Contents Brazil Coke Sales and other operating revenue decreased $0.1 million, or zero percent, to $35.1 million in 2024 compared to $35.2 million in 2023. Adjusted EBITDA increased $0.8 million, or 9 percent, to $9.9 million in 2024 compared to $9.1 million in 2023.
Added
Additionally, sales and other operating revenue during 2025 were negatively impacted by lower volumes due to unfavorable coal-to-coke yields. The decreases in sales and other operating revenue and costs of products sold and operating expenses were partially offset by the inclusion of five months of Phoenix Global results. Selling, General and Administrative Expenses.
Removed
The increase in Adjusted EBITDA primarily reflects higher operating fees and production volumes. Corporate and Other Corporate and Other Adjusted EBITDA increased $10.2 million, or 31 percent, to a loss of $22.2 million in 2024 compared to a loss of $32.4 million in 2023.
Added
See Note 13 to our consolidated financial statements for further detail. Additionally, s elling, general and administrative expenses during 2025 further increased due to the inclusion of Phoenix Global's costs in the current year period. These increased costs were partially offset by lower employee related expenses and lower legal expenses in the current year period. Depreciation and Amortization Expense.
Removed
Refer to further liquidity discussion in “Part II - Item 5 - Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.” On February 1, 2013, SunCoke obtained commercial insurance for state and federal black lung claims, in excess of a deductible, for employees with a last date of employment after that date.
Added
During the fourth quarter of 2025, a triggering event occurred requiring a review for impairment at our Haverhill I cokemaking facility, which resulted in a $90.1 million impairment charge. See Note 7 to our consolidated financial statements for further detail. Interest Expense, net.
Removed
For claims based on employment that ended prior to February 1, 2013, SunCoke was reauthorized by the U.S. Department of Labor’s Division of Coal Mine Workers Compensation (“DCMWC”) to self-insure its black lung liabilities for $8.4 million.
Added
Interest expense, net, during 2025 increased as a result of interest incurred on Revolving Facility borrowings related to the acquisition of Phoenix Global. Income Tax (Benefit) Expense.
Removed
On February 21, 2020, DCMWC made an initial security determination to increase the amount of SunCoke’s collateral requirement for self-insured claims to $40.4 million. The Company appealed the security determination to the DCMWC.
Added
Income tax (benefit) expense during 2025 benefited from an analysis conducted as part of tax planning on the Company's capital investments under Section 48 of the Internal Revenue Code as well as the income tax impact of the Haverhill I long-lived asset impairment charge, which resulted in a net tax benefit.
Removed
On August 13, 2024, the Company and DCMWC agreed that the Company would make a lump sum payment of $36.0 million to satisfy its self-insured federal black lung liabilities, with limited exceptions estimated to be approximately $1.4 million.
Added
This benefit was partially offset by nondeductible transaction costs in connection with the acquisition of Phoenix Global. See Note 5 to our consolidated financial statements for further detail. Noncontrolling Interest.
Removed
In exchange, the DCMWC agreed to permanently assume responsibility for payment of black lung benefits for claims based on employment that ended prior to February 1, 2013, and SunCoke received a certificate of exemption that eliminates the Company’s responsibility for future payments arising from claims based on employment that ended prior to February 1, 2013, excluding limited exceptions estimated to be approximately $1.4 million.
Added
Net i ncome attributable to noncontrolling interests represents a 14.8 percent third-party interest in our Indiana Harbor cokemaking facility and fluctuates with the financial performance of that facility. 35 Table of Contents Results of Reportable Business Segments Following the acquisition of Phoenix Global and as discussed in Note 20 – Business Segment Information, we updated our reportable segments and have recast all segment information for all prior periods presented herein to reflect this change.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−1 removed9 unchanged
Biggest changeAssuming a 50 basis point change in secured overnight financing rate (“SOFR”), interest expense would have been impacted by zero and $0.1 million in 2024 and 2023, respectively. At December 31, 2024, we had no outstanding borrowings with variable interest rates under the Revolving Facility.
Biggest changeDuring the years ended December 31, 2025 and 2024, the daily average outstanding balance on borrowings with variable interest rates was $87.4 million and $0.2 million, respectively. Assuming a 50 basis point change in secured overnight financing rate (“SOFR”), interest expense would have been impacted by $0.4 million and zero in 2025 and 2024, respectively.
Revenues and expenses of our foreign operations are translated at average exchange rates during the period and balance sheet accounts are translated at period-end exchange rates. Balance sheet translation adjustments are excluded from the results of operations and are recorded in equity as a component of accumulated other compr ehensive income (loss).
Revenues and expenses of our foreign operations are translated at average exchange rates during the period and balance sheet accounts are translated at period-end exchange rates. Balance sheet translation adjustments are excluded from the results of operations and are recorded in equity as a component of accumulated other comprehensive (loss) income.
Foreign currency Because we operate outside the U.S., we are subject to risk resulting from changes in the Brazilian real currency exchange rates. The currency exchange rates are influenced by a variety of economic factors including local inflation, growth, interest rates and governmental actions, as well as other factors.
Foreign currency Since we operate outside the U.S., we are primarily subject to risk resulting from changes in the Brazilian real and euro currency exchange rates. The currency exchange rates are influenced by a variety of economic factors including local inflation, growth, interest rates and governmental actions, as well as other factors.
Assuming a 50 basis point change in the rate of interest associated with our cash and cash equivalents, interest income would have been impacted by $0.8 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively.
Assuming a 50 basis point change in the rate of interest associated with our cash and cash equivalents, interest income would have been impacted by $0.7 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively.
Under our long-term, take-or-pay coke sales agreements at our Domestic Coke cokemaking facilities, coal costs are a pass-through component of the coke price, provided that we are able to realize certain targeted coal-to-coke yields.
Price of coal and coke Coal is the key raw material for our cokemaking business and is the largest component of the cost of our coke. Under our long-term, take-or-pay coke sales agreements at our Domestic Coke cokemaking facilities, coal costs are a pass-through component of the coke price, provided that we are able to realize certain targeted coal-to-coke yields.
If the currency exchange rates had changed by 10 percent, we estimate the impact to our net income in 2024 and 2023 would have been approximately $0.2 million and $0.4 million, respectively. 41 Table of Contents
If the exchange rate for the Brazilian real had changed by 10 percent, we estimate the impact to our net income in 2025 and 2024 would have been approximately $0.6 million and $0.2 million, respectively.
At December 31, 2024 and 2023, we had cash and cash equivalents of $189.6 million and $140.1 million, respectively, which accrue interest at various rates.
At December 31, 2025, we had $193.0 million outstanding borrowings with variable interest rates under the Revolving Facility. At December 31, 2025 and 2024, we had cash and cash equivalents of $88.7 million and $189.6 million, respectively, which accrue interest at various rates.
Price of coal and coke Although we have not previously done so, we may enter into derivative financial instruments from time to time in the future to economically manage our exposure related to these market risks. Coal is the key raw material for our cokemaking business and is the largest component of the cost of our coke.
Although we have not previously done so, we may enter into derivative financial instruments from time to time in the future to economically manage our exposure related to these market risks. Interest rates We are exposed to changes in interest rates as a result of borrowing activities with variable interest rates and interest earned on our cash balances.
Removed
Interest rates We are exposed to changes in interest rates as a result of borrowing activities with variable interest rates and interest earned on our cash balances. During the years ended December 31, 2024 and 2023, the daily average outstanding balance on borrowings with variable interest rates was $0.2 million and $14.9 million, respectively.
Added
If the exchange rate for the euro had changed by 10 percent, we estimate the impact to our net income in 2025 would have been an immaterial amount. We did not have any operations impacted by fluctuations in the euro currency exchange rate in 2024. 43 Table of Contents

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