UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 

(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
2019or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number 001-35243
 
SUNCOKE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware 90-0640593
(State of or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1011 Warrenville Road, Suite 600
Lisle, Illinois
60532
(Address of principal executive offices)(zip code)
1011 Warrenville Road, Suite 600
Lisle, Illinois60532
(630) 824-1000
(Registrant’s telephone number, including area code: (630) 824-1000code)
____________________________________________________________
Securities registered pursuant to Sectionsection 12(b) of the Act:
Title of Each ClassTrading symbol(s) Name of Each Exchange on which Registered
Common Stock, $0.01 par valueSXC New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨Noý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨Noý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yesý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yesý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ý  Accelerated filer ý¨
    
Non-accelerated filer 
¨  (Do not check if a smaller reporting company)
  Smaller reporting company ¨
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
The aggregate market value of the registrant's common stock on June 30, 2019 (based upon the June 30, 2016 closing price of $5.82$8.88 on June 28, 2019, the last trading day of the registrant's most recently completed second fiscal quarter, on the New York Stock Exchange) held by non-affiliates was approximately $370,725,107.$799,367,077.
The number of shares of common stock outstanding as of February 10, 201714, 2020 was 64,229,647.83,738,638.
Portions of the SunCoke Energy, Inc. 20172020 definitive Proxy Statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2016,2019, are incorporated by reference in Part III of this Form 10-K.




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SUNCOKE ENERGY, INC.
TABLE OF CONTENTS
 
  
   
   
   
   
   
   
   
  
   
   
   
   
   
   
   
   
   
  
   
   
   
   
   
   
  
   


*Included as Exhibit 99.1 to this Annual Report on Form 10-K are unaudited financial statements of SunCoke Energy Partners, L.P. (the "Partnership"), to comply with applicable reporting requirements of the indenture dated May 24, 2017, by and among the Partnership and The Bank of New York Mellon Trust Company, N.A., as amended by the supplemental indentures, dated August 5, 2019 and January 1, 2020.






PART I
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 50over 55 years of coke production experience. Coke is a principal raw material in the blast furnace steelmaking process and is produced by heating metallurgical coal in a refractory oven, which releases certain volatile components from the coal, thus transforming the coal into coke. We also provide coalown and operate a logistics business that provides handling and/or mixing services at our Coal Logistics terminals to steel, coke (including some of our domestic cokemaking facilities), electric utility, coal producing and coal miningother manufacturing based customers.
Our consolidated financial statements include SunCoke Energy Partners, L.P. (the "Partnership"), a publicly-traded master limited partnership. As of December 31, 2016, we owned the general partner of the Partnership, which owns a 2.0 percent general partner interest and incentive distribution rights ("IDRs") in the Partnership, and owned a 53.9 percent limited partner interest in the Partnership. The remaining 44.1 percent interest in the Partnership was held by public unitholders.
On October 31, 2016, the Company announced that it had submitted a proposal to the Board of Directors of the general partner of the Partnership to acquire all of the Partnership’s common units not already owned by the Company ("Simplification Transaction"). The proposed transaction is to be structured as a merger of the Partnership with a wholly-owned subsidiary of the Company, and is subject to the negotiation and execution of definitive documents and approval of our Board of Directors and the Conflicts Committee of the Partnership's Board of Directors. The Conflicts Committee, which is composed of only the independent directors of the Board of Directors of the Partnership’s general partner, is considering the proposal pursuant to applicable procedures established in the Partnership’s partnership agreement and the Conflicts Committee’s charter. The transaction also will require majority approval of our common stockholders. We own a majority of the Partnership's common units and intend to vote in favor of the transaction. The proposed Simplification Transaction is also conditioned upon receipt of customary regulatory approvals.
Incorporated in Delaware since 2010 and headquartered in Lisle, Illinois, we became a publicly-traded company in 2011 and our stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “SXC.”
Business Segments
We report our business results through four segments:
Domestic Coke consists of our Jewell Coke Company, L.P. ("Jewell"), Indiana Harbor Coke Company ("Indiana Harbor"), Haverhill Coke Company LLC ("Haverhill"), Gateway Energy and Coke Company, LLC ("Granite City") and Middletown Coke Company, LLC ("Middletown") cokemaking and heat recovery operations located in Vansant, Virginia; East Chicago, Indiana; Franklin Furnace, Ohio; Granite City, Illinois; and Middletown, Ohio, respectively.
Brazil Coke consists of our operations in Vitória, Brazil, where we operate a cokemaking facility, ArcelorMittal Brasil S.A. ("ArcelorMittal Brazil”), for a Brazilian subsidiary of ArcelorMittal S.A. ("ArcelorMittal");
Coal Logistics consists of our Convent Marine Terminal ("CMT"), Kanawha River Terminals, LLC ("KRT"), SunCoke Lake Terminal, LLC ("Lake Terminal"), and Dismal River Terminal, LLC ("DRT") coal handling and/or mixing service operations in Convent, Louisiana; Ceredo and Belle, West Virginia; East Chicago, Indiana; and Vansant, Virginia. Lake Terminal and DRT are located adjacent to our Indiana Harbor and Jewell cokemaking facilities, respectively.
Coal Mining consisted of our metallurgical coal mining activities conducted in Virginia and West Virginia, until the business was divested in April 2016.
For additional information regarding our business segments, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 21 to our consolidated financial statements.


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Cokemaking Operations
The following table sets forth information about our cokemaking facilities:
Facility Location Customer 
Year of
Start Up
 
Contract
Expiration
 
Number of
Coke Ovens
 
Annual Cokemaking
Capacity
(thousands of tons)
 Use of Waste Heat Location Customer 
Year of
Start Up
 
Contract
Expiration
 
Number of
Coke Ovens
 
Annual Cokemaking Nameplate
Capacity
(thousands of tons)
 Use of Waste Heat
Owned and Operated:  
Jewell 
Vansant,
Virginia
 ArcelorMittal 1962 2020 142 720 Partially used for thermal coal drying Vansant, Virginia AM USA 1962 December 2020 142 720 Partially used for thermal coal drying
Indiana Harbor 
East Chicago,
Indiana
 ArcelorMittal 1998 2023 268 1,220 Heat for power generation East Chicago, Indiana AM USA 1998 October 2023 268 1,220 Heat for power generation
Haverhill Phase I 
Franklin Furnace,
Ohio
 ArcelorMittal 2005 2020 100 550 Process steam Franklin Furnace, Ohio AM USA 2005 December 2020 100 550 Process steam
Haverhill Phase II 
Franklin
Furnace, Ohio
 AK Steel 2008 2022 100 550 Power generation Franklin Furnace,  Ohio AK Steel 2008 December 2021 100 550 Power generation
Granite City 
Granite City,
Illinois
 U.S. Steel 2009 2025 120 650 Steam for power generation Granite City, Illinois U.S. Steel 2009 December 2024 120 650 Steam for power generation
Middletown(1)
 
Middletown,
Ohio
 AK Steel 2011 2032 100 550 Power generation Middletown, Ohio AK Steel 2011 December 2032 100 550 Power generation
Total 830 4,240  830 4,240 
Operated:  
Vitória Vitória, Brazil ArcelorMittal 2007 2023 320 1,700 Steam for power generation Vitória, Brazil ArcelorMittal Brazil 2007 January 2023 320 1,700 Steam for power generation
 1,150 5,940 
Equity Method Investment: 
VISA SunCoke(2)
 Odisha, India Various 2007 NA 88 440 Steam for power generation
Total 1,238 6,380  1,150 5,940 
(1)Cokemaking nameplate capacity represents stated capacity for production of blast furnace coke. Middletown production and sales volumes are based on “run of oven” capacity, which includes both blast furnace coke and small coke. Using the stated capacity, Middletown nameplate capacity on a “run of oven” basis is approximately 578 thousand tons per year.
(2)We hold a 49 percent investment in a cokemaking joint venture with VISA Steel Limited ("VISA Steel") in India called VISA SunCoke Limited ("VISA SunCoke"), which was fully impaired in 2015, and consequently, beginning in the fourth quarter of 2015, we no longer included our share of VISA SunCoke in our financial results. Cokemaking capacity represents 100 percent of VISA SunCoke.
We are a technological leader in cokemaking. We have designed, developed, built, own and operate five cokemaking facilities in the United States (“U.S.”) with collective nameplate capacity to produce approximately 4.2 million tons of coke per year. Additionally, we have designed and operate one cokemaking facility in Brazil under licensing and operating agreements on behalf of ArcelorMittal Brasil S.A. ("ArcelorMittal Brazil”), which has approximately 1.7 million tons of annual cokemaking capacity. Our cokemaking ovens utilize efficient, modern heat recovery technology designed to combust the coal’s volatile components liberated during the cokemaking process and use the resulting heat to create steam or electricity for sale. This differs from by-product cokemaking, which repurposes the coal’s liberated volatile components for other uses. We have constructed the only greenfield cokemaking facilities in the U.S. in more than 25approximately 30 years and are the only North American coke producer that utilizes heat recovery technology in the cokemaking process.


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We believe our advanced heat recovery cokemaking process has numerous advantages over by-product cokemaking, including producing higher quality coke, using waste heat to generate derivative energy for resale and reducing the environmental impact. The Clean Air Act Amendments of 1990 specifically directed the U.S. Environmental Protection Agency (“EPA”) to evaluate our heat recovery coke oven technology as a basis for establishing Maximum Achievable Control Technology (“MACT”) standards for new cokemaking facilities. In addition, each of the four cokemaking facilities that we have built since 1990 has either met or exceeded the applicable Best Available Control Technology (“BACT”), or Lowest Achievable Emission Rate (“LAER”) standards, as applicable, set forth by the EPA for cokemaking facilities at that time.
Our Granite City facility and the first phase of our Haverhill facility, or Haverhill I, and our VISA SunCoke joint venture have steam generation facilities, which use hot flue gas from the cokemaking process to produce steam for sale to customers pursuant to steam supply and purchase agreements. Granite City sells steam to United States Steel Corporation ("U.S. Steel"), VISA SunCoke sells steam to VISA Steel and Haverhill I provides steam, at nominimal cost, to Altivia


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Petrochemicals, LLC ("Altivia"), which purchased its facility out of bankruptcy from a third-party, Haverhill Chemicals LLC, in 2015. Altivia provides boiler feed water to Haverhill I, which enables the heat recovery steam generators to operate. The heat recovery steam generators cool the flue gas for desulfurization and produce steam. While the Company is not currently generating revenues from providing steam to Altivia, the current arrangement, for which rates may be renegotiated beginning in 2018, mitigates costs associated with disposing of steam. In an effort to mitigate risks associated with any potential disruptions to the boiler feed water, the Partnership began a capital project in 2016, which it expects to complete in 2017, to allow Haverhill I to procure its own boiler feed water. The Partnership anticipates investing approximately $3 million in this project, of which $1.9 million was spent in 2016.LLC. Our Middletown facility and the second phase of our Haverhill facility, or Haverhill II, have cogeneration plants that use the hot flue gas created by the cokemaking process to generate electricity, which either is sold into the regional power market or to AK Steel Holding Corporation ("AK Steel") pursuant to energy sales agreements.
Our core business model is predicated on providing steelmakers an alternative to investing capital in their own captive coke production facilities. We direct our marketing efforts principally towards steelmaking customers that require coke for use in their blast furnaces. Substantially all of our coke sales are made pursuant to long-term, take-or-pay agreements with ArcelorMittal S.A. ("ArcelorMittal"USA LLC and/or its affiliates (“AM USA”), AK Steel and U.S. Steel, who are three of the largest blast furnace steelmakers in North America, each of which individually accounts for greater than ten percent of our consolidated revenues. The take-or-pay provisions require us to produce the contracted volumes of coke and require our customers to purchase such volumes of coke up to a specified tonnage or pay the contract price for any tonnage they elect not to take. As a result, our ability to produce the contracted coke volume is a key determinant of our profitability. We generally do not have significant spot coke sales since our domestic capacity is consumed by long-term contracts; accordingly, spot prices for coke do not generally affect our revenues. To date, our coke customers have satisfied their obligations under these agreements.
Our coke sales agreements have an average remaining term of approximately eight years and contain pass-through provisions for costs we incur in the cokemaking process, including coal and coal procurement costs, subject to meeting contractual coal-to-coke yields, operating and maintenance expenses, costs related to the transportation of coke to our customers, taxes (other than income taxes) and costs associated with changes in regulation. When targeted coal-to-coke yields are achieved, the price of coal is not a significant determining factor in the profitability of these facilities, although it does affect our revenue and cost of sales for these facilities in approximately equal amounts. However, to the extent that the actual coal-to-coke yields are less than the contractual standard, we are responsible for the cost of the excess coal used in the cokemaking process. Conversely, to the extent our actual coal-to-coke yields are higher than the contractual standard, we realize gains. As coal prices increase, the benefits associated with favorable coal-to-coke yields also increase. These features of our coke sales agreements reduce our exposure to variability in coal price changes and inflationary costs over the remaining terms of these agreements. The coal component of the Jewell coke price is typically fixed annually for each calendar year based on the weighted-average contract price of third-party coal purchases at our Haverhill facility applicable to ArcelorMittalAM USA coke sales.
Our coke prices include both an operating cost component and a fixed fee component. Operating costs under threetwo of our coke sales agreements are fixed subject to an annual adjustment based on an inflation index. Under our other threefour 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. Beginning in 2015, the operating and maintenance cost recovery mechanism in our Indiana Harbor coke sales agreement shifted from an annually negotiated budget amount with a cap to a fixed recovery per ton. Accordingly, actual operating costs in excess of caps or budgets can have a significant impact on the profitability of all of our domestic cokemaking facilities. In 2018, the operating cost component of our contract at Indiana Harbor reverts to an annually negotiated budget, which is expected to have a favorable impact on our future results. The fixed fee component for each ton of coke sold to the customer is determined at the time the coke sales agreement is signed and is effective for the term of each sales agreement. The fixed fee is intended to provide an adequate return on invested capital and may differ based on investment levels and other considerations. The actual return on invested capital at any facility is based on the fixed fee per ton and favorable or unfavorable performance on pass-through cost items.
The coke sales agreement and energy sales agreement with AKOur steelmaking customers continue to operate in a challenging environment. Imports of finished steel have decreased from approximately 23 percent of domestic steel consumption in 2018 to approximately 19 percent of domestic steel consumption in 2019. Lower imports were replaced by higher production from domestic steel producers. However, the overall profitability of steel producers was affected by downward pressure on steel price. While U.S. Steel at our Haverhill facility are subject to early termination by AK Steel under limited circumstances, such as AK Steel permanently shutting down operationrestarted both of the iron production portion ofblast furnaces at its Ashland plant and not acquiring or beginning construction of a new blast furnace in the U.S. to replace, in whole or in part, the Ashland plant's iron production capacity, and provided that AK Steel has given at least two years prior notice of its intention to terminate the agreement and certain other conditions are met. No other coke sales contract has an early termination clause.


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While our steelmaking customers are operating in an environment that is challenged by global overcapacity, our customers have been able to strengthen their capital and liquidity structure by raising debt and equity during 2016. Additionally, 2016 saw a decline in steel imports compared to 2015, a rebound in steel pricing and positive signals from the new presidential administration on trade and infrastructure. Despite the improved market trends in 2016, AK Steel and U.S. Steel have kept portions of their Ashland Kentucky Works facility and Granite City Works facility idled as they await further signs of market stability.during 2018, in 2019, it announced it will temporarily idle two other blast furnaces in the U.S. Despite market challenges,these challenging conditions, our customers continue to comply withaccept tons in excess of


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our contract minimums, and due to the termstake-or-pay nature of their long-term, take-or-payour contracts with us. our customers, the lower prices did not have an impact on our full-year results.
In December 2019, Cleveland-Cliffs, a leading producer of iron ore pellets, announced its intent to acquire AK Steel. The transaction is expected to close in 2020, and we do not currently anticipate any impact to our contracts at Haverhill or Middletown.
Our Brazil cokemaking operations are located in Vitoria, Brazil, where we operate our ArcelorMittal Brazil cokemaking facility for a Brazilian subsidiary of ArcelorMittal S.A. Revenues from our Brazilian cokemaking facility are derived from licensing and operating fees, which include a fixed annual licensing fee, a licensing fee based upon the level of production required by our customer and full pass-through of the operating costs of the facility.
On November 28, 2016, ArcelorMittal Brazil redeemed SunCoke’s indirectly held preferred and common equity interest in Sol Coqueria Tubarão S.A. ("Brazil Investment") for consideration of $41.0 million, an amount equal to our carrying value of the investment. The Company received $20.5 million in cash at closing and will receive the remaining $20.5 million in cash, plus interest at an annual interest rate of 3 percent, in the second quarter of 2017. With the redemption of the Brazil Investment, the Company will no longer receive the $9.5 million annual preferred dividend. Additionally, in 2016, SunCoke added certain new patents to its existing intellectual property licensing agreement for which SunCoke will earn an incremental $5.1 million in annual licensing fees through 2023. The Company also extended the life of its patents with the Brazilian authorities through 2033, providing opportunity to extend the existing licensing agreement beyond 2023.
Coal Logistics Operations
Our Coal Logistics segmentlogistics business consists of CMT, KRT, Lake Terminal and DRT.Dismal River Terminal (“DRT”). CMT, located in Convent, Louisiana, is one of the largest export terminals on the U.S. Gulf Coast. CMT provides strategic access to seaborne markets for coal and other industrial materials. Supporting low-cost Illinois basin coal producers, theThe terminal provides loading and unloading services and has direct rail access and the current capability to transload 15 million tons annually with its top of coal annually due to its recently commissionedthe line ship loader. The facility is supported by long-term contracts with volume commitments covering 10 million tons of itsserves coal handling capacitymining customers as well as 350 thousand liquid tonsother merchant business, including aggregates (crushed stone) and additional merchantpetroleum coke. CMT's efficient barge unloading capabilities complement its rail and truck offerings and provide the terminal with the ability to transload and mix a significantly broader variety of materials, including coal, business.petroleum coke and other materials from barges at its dock. KRT is a leading metallurgical and thermal coal mixing and handling terminal service provider with collective capacity to mix and transload 25 million tons of coal annually through its two operations in Ceredo and Belle, West Virginia. Lake Terminal is located in East Chicago, Indiana and provides coal handling and mixing services to SunCoke'sour Indiana Harbor cokemaking operations. DRT was formed in 2016 to accommodatesupports our Jewell cokemaking facility in Vansant, Virginia in its direct procurement of third-party coal.
Our five coal handling terminals havelogistics business has the collective capacity to mix and/or transload more than 40 million tons of coal and other aggregates annually and havehas storage capacity of approximately 3 million tons. Our coal terminals act as intermediaries between coal producersour customers and coal end users by providing transloading storage and mixing services. Coal isMaterials are transported from the mine site in numerous ways, including rail, truck, barge or ship. We do not take possession of coalmaterials handled but instead derive our revenues by providing coal handling and/or mixing services to our customers on a per ton basis. Revenues are recognized when services are provided as defined by customer contracts. For CMT, cash received from customersSee Note 19 to our consolidated financial statements for quarterly take-or-pay billings based on pro-rata volume commitments under take-or-pay contracts that is in excess of cash earned for services provided during the quarter is recorded as deferred revenue. Deferred revenue on take-or-pay contracts is recognized into income at the earlier of when service is provided or annually based on the terms of the contract. Our coal mixing and/or handling services are provided to steel, coal mining, coke (including somefurther discussion of our domestic cokemaking facilities) and electric utility customers. Servicesrevenue recognition policies. Logistics services provided to our domestic cokemaking facilities are provided under contracts with terms equivalent to those of an arm's-length transactions.
The financial performance of our coal logistics business is substantially dependent upon a limited number of customers. OurCertain CMT customers are impacted by seaborne export market dynamics. Fluctuations in the benchmark price for coal delivery into northwest Europe, as referenced in the Argus/McCloskey's Coal Price Index report ("(“API2 index price"price”), as well as Newcastle index coal prices, as referenced in the Argus/McCloskey's Coal Price Index report (“API6 index price”), which reflect low-ash coal prices shipped from Australia, contribute to our customers' decisions to place tons into the export market and thus impact transloading volumes through our terminal facility. Our KRT terminals serve two primary domestic markets, metallurgical coal trade and thermal coal trade. Metallurgical markets are primarily impacted by the domestic coalsteel prices and blast furnace operating levels whereas thermal markets in which its customers operate and generally benefit from extreme weather conditions.
While the thermal and metallurgical coal markets were severely challenged during the first half of 2016, they improved over the second half of the year.  At least four formerly bankrupt major coal producers have emerged from reorganization under Chapter 11 of the U.S. Bankruptcy Code, and a number of formerly idled coal mines have been brought back into service.  Additionally, domestic and global metallurgical and thermal coal prices have surged from previous lows during early 2016, resulting in improved mining economics for our customers, which significantly increased


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tonnage at our terminals in the fourth quarter of 2016. The API2 index price at the end of 2016 more than doubled from lows in early 2016 as a result of natural gas storage issues and reduced nuclear power and hydropower generation in Europe. Domestically,are impacted by natural gas prices have stabilized and slightly increased since March 2016, which has improvedelectricity demand.
API2 and API6 prices declined during 2019 by approximately 37 percent and 27 percent, respectively, driven by reduced demand from Europe and increasing Russian coal supply. While we expect the economics of coal-fired electric generating stations and ledU.S. to an increasecontinue to be a significant participant in demand forthe seaborne coal and therefore, increased the potential for highertrade, export volumes of coal logistics services.
Coal Mining Operations
The domestic metallurgical coal markets remained challenged during early 2016 as the drastic and sustained declinewere lower in coal prices led to several coal producers filing for Chapter 11 bankruptcy protection. Despite our own diligent efforts to reduce costs by rationalizing our mining footprint, this challenged environment was likely to prevent us from generating positive cash flow from our mining operations for the foreseeable future. As a result, we divested our Coal Mining business in April 2016, which included approximately 250 acres of land owned in Russell County, Virginia and approximately 90 thousand acres of leased small parcels of land, mineral rights and coal mining rights in Buchanan and Russell Counties, Virginia and McDowell County, West Virginia. We entered into a coal supply agreement whereby the buyer, Revelation Energy, LLC ("Revelation"), will supply approximately 300,000 tons of coal to our Jewell cokemaking facility annually for five years at a market rate. The delivered cost,2019 as compared to alternative coal sources, is favorable due2018 and are expected to further decline in 2020. The decline in market conditions led to the proximitybankruptcy of the Jewell cokemaking facilityone of CMT's major customers, which contributed to, the mines. The Company retained certain asset retirement obligations relatedalong with other factors, impairment charges discussed further in "Items Impacting Comparability" and in Note 8 to certain contractual obligations, including the retirement and removal of long-lived assets from certain properties associated with our former coal mining business.consolidated financial statements.
Seasonality
Our revenues in our cokemaking business and much of our coal logistics business are tied to long-term, take-or-pay contracts and as such, are not seasonal. However, our cokemaking profitability is tied to coal-to-coke yields, which improve in drier weather.  Accordingly, the coal-to-coke yield component of our profitability tends to be more favorable in the third quarter. Extreme weather may also challenge our operating costs and production in the winter months for our domestic coke business. Additionally, excessivelyKRT service demand fluctuates due to changes in the domestic electricity markets. Excessively hot summer weather or cold winter weather may increase commercial and residential needs for heat or air conditioning, which in turn may increase electricity usage and the demand for thermal coal and, therefore, may favorably impact our coal logistics business. Additionally,


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at CMT, service fluctuates with global thermal coal prices and end market demand. 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. We believe there is an ampleadequate 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 coke produced at our facilities requires approximately 1.4 tons of metallurgical coal. We purchased 5.56.3 million tons of metallurgical coal in 2016. Coal from third-parties2019. Metallurgical coal is generally purchased on an annual basis via one-year contracts with costs passed through to our customers in accordance with the applicable coke sales agreements. 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. In 2017,2020, certain of our metallurgical coal contracts contain an option at the Company's discretion, to reduce our commitment by up to 15 percent.percent, based on coke production requirements. 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.
While we generally pass coal costs through to our coke customers, all of our contracts include some form of coal-to-coke yield standard. To the extent that our actual yields are less than the standard in the contract, we are at risk for the cost of the excess coal used in the cokemaking process. Conversely, to the extent actual yields are higher than contractual standards we are able to realize higher margins.
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 coke sales agreement for the facility. At facilities with multiple transportation options, including rail and barge, we enter into short-term transportation contracts from year to year. All delivery costs are passed through to the customers.
For coke sales, the point of delivery varies by agreement and facility. The point of deliverydestination for coke sales from our Jewell and Haverhill cokemaking facilities is generally designated by the customer and shipments are made by railcar under long-term transportation agreements, held by us. All delivery costswhich are passed through to theour customers. At our Middletown, Indiana Harbor and Granite City cokemaking facilities, coke is delivered primarily by a conveyor belt leading to the customer’s blast furnace, with the customer responsible for additional


5



transportation costs, if any. AllMost transportation and freight costs in our Coal Logistics segment are paid by the customer directly to the transportation provider.
Research and Development and Intellectual Property and Proprietary Rights
Our research and development program seeks to improve existing and develop promising new cokemaking technologies and improveenhance our heat recovery processes. Over the years, this program has produced numerous patents related to our heat recovery coking design and operation, including patents for pollution control systems, oven pushing and charging mechanisms, oven flue gas control mechanisms and various others.
At Indiana Harbor and Vitória, Brazil, where we do not own 100 percent of the entity owning theoperate 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. At Indiana Harbor,technology, under which we receive no payment for the licensing rights. At Vitória, starting in 2016, in addition to the currenta per ton licensing fee SunCoke will receiveas well as an incremental $5.1 million inannual licensing fees per year through 2023 related to the additionfee.


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We are party to an omnibus agreement with the Partnership, which grants the Partnership a royalty-free license to use the name “SunCoke” and related trademarks. Additionally, the omnibus agreement grants the Partnership a non-exclusive right to use all of our current and future cokemaking and related technology necessary for their operations.


Competition
Cokemaking
The cokemaking business is highly competitive. Most of the world’s coke production capacity is owned by blast furnace steel companies utilizing by-product coke oven technology. The international merchant coke market is largely supplied by Chinese, Colombian and Ukrainian producers, among others, though it is difficult 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 principal competitive factors affecting our cokemaking business include coke quality and price, reliability of supply, proximity to market, access to metallurgical coals and environmental performance. Our oven design and heat recovery technology playsplay a role in all of these factors. Competitors include merchant coke producers as well as the cokemaking facilities owned and operated by blast furnace steel companies.
In the past, there have been technologies which have sought to produce carbonaceous substitutes for coke in the blast furnace. While none have proven commercially viable thus far, we monitor the development of competing technologies carefully. We also monitor ferrous technologies, such as direct reduced iron production, ("DRI"), as these could indirectly impact our blast furnace customers.
We believe we are well-positioned to compete with other coke producers. Our Domestic Coke segment accounts for approximately 30 percent of the U.S. coke market capacity, excluding the capacity used to produce foundry coke. Current production from our cokemaking business is largely committed under long-term take-or-pay contracts. As a result, competition mainly affects our ability to obtain new contracts supporting development of additional cokemaking capacity, re-contracting existing facilities, as well as the sale of coke in the spot market. Our facilities were constructed using proven, industry-leading technology with many proprietary features allowing us to produce consistently higher quality coke than our competitors produce. Additionally, our technology allows us to produce heat that can be converted into steam or electrical power.
Coal Logistics
The principal competitors of CMT are located on the U.S. Gulf Coast or U.S. East Coast. CMT is one of the largest export terminals on the U.S. Gulf Coast and provides strategic access to seaborne markets for coal mixing and/or handling service marketand other bulk materials. Additionally, CMT is highly competitivethe largest bulk material terminal in the geographic arealower U.S. with direct rail access on the Canadian National Railway. In 2019, CMT accounted for approximately 40 percent of our operations. The principal competitive factors affecting ourU.S. thermal coal logistics business include proximity toexports from the sourceU.S. Gulf Coast and approximately 15 percent of total U.S. thermal coal as well asexports. CMT has a state-of-the-art ship loader, the nature and pricelargest of our services provided.its kind in the world. We believe we are well-positionedthis ship loader has the fastest loading rate available in the Gulf Region, which should allow our customers to competebenefit from lower shipping costs. Additionally, CMT has a strategic alliance with other coal mixing and/or handlinga company that performs barge unloading services for the terminal, service providers.which provides CMT with the ability to transload and mix a significantly broader variety of materials.
Our KRT competitors are generally located within 100 miles of our operations. KRT has state-of-the-art mixing capabilities with fully automated and computer-controlled mixing capabilities that mixesmix 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.
The principal competitors of CMT, who serve the coal export market, are located on the U.S. Gulf Coast or U.S. East Coast. 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 industrial materials. In 2016, CMT built a new state-of-the-art ship loader, which allows for faster coal loading onto larger ships. We believe the new ship loader has the fastest loading rate available in the Gulf


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Region which should allow our customers to benefit from lower shipping costs. Additionally, CMT is the only terminal in the lower U.S. with direct rail access on the Canadian National Railway, which provides a competitive advantage.
Lake Terminal and DRT provide coal handling and/or mixing services to our Indiana Harbor and Jewell cokemaking facilities, respectively, and therefore, do not have any competitors.
Employees
As of December 31, 2016,2019, we have approximately 907895 employees in the U.S. Approximately 3839 percent of our domestic employees, principally at our cokemaking operations, are represented by the United Steelworkers union under various contracts. Additionally, approximately 3 percent of our domestic employees are represented by the International Union of Operating Engineers. TheDuring 2019, the labor agreements at KRT, Lake Terminal and Haverhill were renewed and will expire on April 30, 2022, June 30, 2022 and October 31, 2023, respectively. In addition, during 2019, the labor agreement at our Indiana Harbor cokemaking facility expired onwas retroactively renewed, with an effective date of September 1, 2015. Operations have continued under the expired contract with the renewal pending resolution2018 and an expiration date of select key economic provisions. We do not anticipate any work stoppages during the continued negotiations. The labor agreement at our Granite City cokemaking facility will expire on August 31, 2017. We will negotiate the renewal of this agreement in 2017 and do not anticipate any work stoppages.2022.
As of December 31, 2016,2019, we have approximately 267276 employees at the cokemaking facility in Vitória, Brazil, all of whom are represented by a union under a labor agreement. In 2016, we reached a new one-yearDuring 2019, the labor agreement at our Vitoria, Brazil facility which will expirewas renewed for an additional year, and it expires on October 31, 2017. We will negotiate the renewalNovember 30, 2020.


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Safety
We are committed to maintaining a safe work environment and ensuring strict environmental compliance across all of our operations, as the health and safety of our employees and the communities in which we operate are critical to our success.paramount. We believe that we employ best practices and conduct continual training programs to help ensure that all of our employees are focused on safety.work safely. Furthermore, we employ a structured safety and environmental process that provides a robust frameworkutilize processes for managing and monitoring safety and environmental performance.
We have consistently operated within the top quartile quartilesfor the U.S. Occupational Safety and Health Administration’s ("OSHA") recordable injury rates as measured and reported by the American Coke and Coal Chemicals Institute.
Legal and Regulatory Requirements
Our operations are subject to extensive governmental regulation, including environmental laws, which are a significant factor in our business. 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. Once all requirements are satisfied, a state or local agency produces an initial draft permit. Generally, the facility reviews and comments on the initial draft. After accepting or rejecting the facility’s comments, the agency typically publishes a notice regarding the issuance of the draft permit and makes the permit and supporting documents available for public review and comment. A public hearing may be scheduled, and the EPA also has the opportunity to comment on the draft permit. The state or local agency responds to comments on the draft permit and may make revisions before a final construction permit is issued. 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.
Air Quality. Our cokemaking facilities employ MACT standards designed to limit emissions of certain hazardous air pollutants. Specific MACT standards apply to door leaks, charging, oven pressure, pushing and quenching. Certain MACT standards for new cokemaking facilities were developed using test data from SunCoke's Jewell cokemaking facility located in Vansant, Virginia. 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. The status of an area may change over time as new NAAQS standards are adopted, resulting in an area change from one status or classification to another. In an attainment area, the facility must install air pollution control equipment or employ BACT. In a non-attainment area, the facility must install air pollution control equipment or employ procedures that meet LAER standards. LAER standards are the most stringent emission limitation achieved in practice by existing facilities. Unlike the BACT analysis, cost is generally not considered as part of a LAER analysis, and emissions in a non-attainment area must be offset by emission reductions obtained from other sources. Any changes in attainment status for areas where our facilities are located presents a risk that we may be required to install additional pollution controls, which may require us to incur greater operating costs at those facilities.
Permitting Process for Cokemaking Facilities. The permitting process for our cokemaking facilities is administered by the individual states. However, the main requirements for obtaining environmental construction and operating permits are found in the federal regulations. Once all requirements are satisfied, a state or local agency produces an initial draft permit. Generally, the facility reviews and comments on the initial draft. After accepting or rejecting the facility’s comments, the agency typically publishes a notice regarding the issuance of the draft permit and makes the permit and supporting documents available for public review and comment. A public hearing may be scheduled, and the U.S. Environmental Protection Agency ("EPA") also has the opportunity to comment on the draft permit. The state or local agency responds to comments on the draft permit and may make revisions before a final construction permit is issued. A construction permit allows construction and commencement of operations of 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.
Air Quality. Our cokemaking facilities employ Maximum Available Control Technology (“MACT”) standards designed to limit emissions of certain hazardous air pollutants. Specific MACT standards apply to door leaks, charging, oven pressure, pushing and quenching. Certain MACT standards for new cokemaking facilities were developed using test data from SunCoke's Jewell cokemaking facility located in Vansant, Virginia. 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. The status of an area may change over time as new NAAQS standards are adopted, resulting in an area change from one status or classification to another. In an attainment area, the facility must install air pollution control equipment or employ Best Available Control Technology (“BACT”).


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In a non-attainment area, the facility must install air pollution control equipment or employ procedures that meet Lowest Achievable Emission Rate (“LAER”) standards. LAER standards are the mostMore stringent emission limitation achieved in practice by existing facilities. Unlike the BACT analysis, cost is generally not considered as part of a LAER analysis, and emissions in a non-attainment area must be offset by emission reductions obtained from other sources.
Stringent NAAQS for ambient nitrogen dioxide and sulfur dioxide went into effect in 2010. In July 2013, the EPA identified or "designated" as non-attainment 29 areas in 16 states where monitored air quality showed violations of the 2010 1-hour SO2 NAAQS. In August 2015, theDecember 2017, EPA finalizedissued a new rulemaking to assist in implementationfinal designation of the primary 1-hour SO2 NAAQS that requires either additional monitoring,attainment or modeling of ambient air SO2 levels in variousunclassifiable for all areas including where certain of our facilities are located. By July 2016, states subject to this rulemaking wereThese designations mean that no future action is required to provide EPA with either a modeling approach using existing emissions data, or a plan to undertake ambient air monitoring for SO2 to begin in 2017. For states that choose to install ambient air SO2 monitoring stations, after three years of data has been collected, or sometime in 2020, the EPA will evaluate this data relative to the appropriate attainment designation for the facilities with respect to SO2 emissions at this time. However, it is possible for these areas underto be redesignated in the 1-hour SO2 NAAQS. This rulemaking will require certain of our facilities to undertake this ambient air monitoring. Wefuture as non-attainment areas. If redesignated, we may be required to install additional pollution controls and incur greater costs of operating at those of our facilities located in areas that EPA determines to be non-attainment with the 1-hour SO2 NAAQS based on its evaluation of this data. NAAQS.
In 2012, amore stringent NAAQS for fine particulate matter, or PM 2.5, went into effect. In January 2015, the areas where the Granite City and Indiana Harbor facilities are located were designated unclassifiable


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for PM 2.5, and the areas where the Haverhill and Jewell facilities are located were designated unclassifiable/attainment for PM 2.5. In April 2015, the area where the Middletown facility is located was designated unclassifiable/attainment for PM 2.5.
In November 2015, the EPA revised the existing NAAQS for ground level ozone to make the standard more stringent. TheseIn January 2018, EPA designated the areas where the Haverhill and Jewell facilities are located as attainment/unclassifiable for ozone. In June 2018, EPA designated the areas where the Granite City, Indiana Harbor, and Middletown facilities are located as marginal nonattainment for ozone. Nonattainment designations under the new standardsstandard and any future more stringent standard for ozone have two impacts on permitting: (1) demonstrating compliance with the standard using dispersion modeling from a new facility will be more difficult; and (2) additional areas of the country may become designated as non-attainment areas. Facilitiesfacilities operating in areas that become non-attainment areas due to the application of new standards may be required to install Reasonably Available Control Technology (“RACT”). A number of states have also filed or joined suits to challenge the EPA’s new standard in court. While we are not able to determine the extent to which this new standard will impact our business at this time, it does have thepresents a potential to have a materialrisk of having an impact on our operations and cost structure.
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. Currently, there is little information on what may be acceptable as BACT to control GHGs (primarily carbon dioxide from our facilities), but the database and additional guidance may be enhanced in the future.
Several states have additional requirements and standards other than those in the federal statutes and regulations. Many states have lists of “air toxics” with emission limitations determined by dispersion modeling. States also often have specific regulations that deal with visible emissions, odors and nuisance. In some cases, the state delegates some or all of these functions to local agencies.
Wastewater and Stormwater.
Wastewater and Stormwater. Our heat recovery cokemaking technology does not produce wastewater as is typically associated with by-product cokemaking. Our cokemaking facilities, in some cases, have wastewater discharge and stormwater 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. The material from periodic cleaning of heat recovery steam generators has been disposed of as hazardous waste. On the whole, our heat recovery cokemaking process does not generate substantial quantities of hazardous waste as is typically associated with by-product cokemaking.
Pursuant to a court-mandated deadline, EPA published a proposed rule in December 2019 that does not produce process wastewater as is typicallyimpose financial assurance requirements for managing hazardous substances on the coal products manufacturing sector under Section 108(b) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA 108(b)”). EPA’s proposal determined that the risks associated with by-product cokemaking. Our cokemaking facilities, in some cases, have wastewater dischargethese facilities’ operations are addressed by existing federal and stormwater 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. The material from periodic cleaning of heat recovery steam generators is disposed of as hazardous waste. On the whole, our heat recovery cokemaking process does not generate substantial quantities of hazardous waste.
U.S. Endangered Species Act. The U.S. Endangered Species Act and certain counterpart state regulations are intended to protect species whose populations allow for categorization as either endangered or threatened. 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. Based on the species that have been designated as endangered or threatened on our properties and the current application of these laws and regulations, we do not believe that they are likely to have a material adverse effect on our operations.
Permitting Process for Former Coal Mining Operations. The U.S. coal mining permit application process is initiated by collecting baseline data to adequately assess and model the pre-mine environmental condition of the permit area, including geologic data, soil and rock structures, cultural resources, soils, surface and


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ground water hydrology, and coal that we intend to mine. We use this data to develop a mine and reclamation plan, which incorporate provisions of the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”), state programs and complementaryregulations and modern industry practices. If EPA changes this determination as a result of public comment or any future judicial decisions, CERCLA 108(b) has the potential of requiring us to secure an instrument or otherwise self-insure for an undetermined amount, demonstrate to EPA the proof of the security, and maintain the security until EPA releases facilities from the CERCLA 108(b) regulations.
U.S. Endangered Species Act. The U.S. Endangered Species Act and certain counterpart state regulations are intended to protect species whose populations allow for categorization as either endangered or threatened. 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. Based on the species that have been designated as endangered or threatened on our properties and the current application of these laws and regulations, we do not believe that they are likely to have a material adverse effect on our operations.
Permitting and Bonding for Former Coal Mining Operations. The Surface Mining Control and Reclamation Act of 1977 (“SMCRA”) and applicable state equivalents govern mining permits and reclamation plans, documents defining ownership and agreements pertaining to coal, minerals, oil and gas, water rights, rights of way and surface land and documents required by the Office of Surface Mining Reclamation and Enforcement’s (“OSM’s”) Applicant Violator System.


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We currently have no applications pending for new SMCRA permits, but hold several permits for which reclamation is incomplete.
Our reclamation obligations under applicable environmental programs that impact coal mining. The permit application includeslaws could be substantial. Under accounting principles generally accepted in the mine and reclamation plan, documents defining ownership and agreements pertainingU.S. ("GAAP"), we are required to coal, minerals, oil and gas, water rights, rights of way and surface land and documents required byaccount for the Office of Surface Mining Reclamation and Enforcement’s (“OSM’s”) Applicant Violator System. Once a permit application is submittedcosts related to the regulatory agency, it goes through a completenessclosure of mines and technical review before a public notice and comment period. Some SMCRA mine permits take over a year to prepare, depending on the size and complexityreclamation of the land upon exhaustion of coal reserves. The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. 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, 2019, we had an asset retirement obligation of $4.3 million related to estimated mine reclamation costs. The amounts recorded are dependent upon a number of variables, including the estimated future retirement costs, inflation rates, and often take six months to two yearsthe assumed credit-adjusted interest rates. Our future operating results would be adversely affected if these accruals were determined to be issued. Regulatory authorities have considerable discretion ininsufficient. These obligations are unfunded. Further, although specific criteria varies from state to state as to what constitutes an “owner” or “controller” relationship, under SMCRA the timingresponsibility for reclamation or remediation, unabated violations, unpaid civil penalties and unpaid reclamation fees of the permit issuance and the public has the rightindependent contract mine operators can be imputed to comment on and otherwise engage in the permitting process, including through public hearings and intervention in the courts. Final guidance released by the CEQ regarding climate change considerations in the NEPA analyses may increase the likelihood of future challengesother companies which are deemed, according to the NEPA documents prepared for actions requiring federal approval. SMCRAregulations, to have “owned” or “controlled” the contract mine permits also take a significant period of timeoperator. Failure to be transferred.
Bonding Requirements for Permits Related to Former Coal Mining Operations. Before a SMCRA permit is issued, a mine operator must submit a bond or other form of financial security to guaranteecomply with the payment and performance of certain long-term mine closure and reclamation obligations. The costs of these bonds or other forms of financial security have fluctuatedregulatory requirements can result in recent years and the market terms of surety bonds generally have become more unfavorable to mine operators. Surety providers are requiring greater amounts of collateral to secure a bond, which has required us to provide increasing quantities of cash to collateralize bonds or other forms of financial security to allow us to continue mining. These changes in the terms of the bonds have been accompanied, at times, by a decrease in the number of companies willing to issue surety bonds. As of December 31, 2016, we have posted an aggregate of approximately $25 million in surety bonds or other forms of financial security for reclamation purposes.sanctions.
Bonding Requirements for Permits Related to Former Coal Mining Operations and Coal Terminals with Surface Mining Permits. Before a SMCRA permit or a surface mining permit is issued, a mine operator must submit a bond or other form of financial security to guarantee the payment and performance of certain long-term mine closure and reclamation obligations. The costs of these bonds or other forms of financial security have fluctuated in recent years and the market terms of surety bonds generally have become less favorable to those entities with legacy mining obligations or terminal operators and others with such permits. 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, 2019, we have posted $10.2 million in surety bonds or other forms of financial security for future reclamation.
Regulation of Operations
Clean Air Act. The Clean Air Act and similar state laws and regulations affect our cokemaking operations, primarily through permitting and/or emissions control requirements relating to particulate matter (“PM”) and sulfur dioxide (“SO2”) and MACT standards. The Clean Air Act air emissions programs that may affect our operations, directly or indirectly, include, but are not limited to: the Acid Rain Program; NAAQS implementation for SO2, PM and nitrogen oxides (“NOx”), lead ozone and carbon monoxide; GHG rules; the Clean Air Interstate Rule; MACT emissions limits for hazardous air pollutants; the Regional Haze Program; New Source Performance Standards (“NSPS”); and New Source Review. The Clean Air Act requires, among other things, the regulation of hazardous air pollutants through the development and promulgation of various industry-specific MACT standards. Our cokemaking facilities are subject to two categories of MACT standards. The first category applies to pushing and quenching. The second category applies to emissions from charging and coke oven doors. The EPA is required to make a risk-based determination for pushing and quenching emissions and determine whether additional emissions reductions are necessary. In 2016, EPA issued a request for information and testing to our cokemaking facilities and other companies as part of its residual risk and technology review of the MACT standard for pushing and quenching, and a technology review of the MACT standard for coke ovens and charging emissions. Testing was conducted by our cokemaking facilities in 2017, but the EPA has yet to publish or propose any residual risk standards. While we are not able to determine the extent to which any new standards will impact our business at this time, it presents a potential risk of having an impact on our operations and cost structure.
Terminal Operations. Our terminal operations located along waterways and the Gulf of Mexico are also governed by permitting requirements under the CWA and CAA. These terminals are subject to U.S. Coast Guard regulations and comparable state statutes regarding design, installation, construction, and management. Many such terminals owned and operated by other entities that are also used to transport coal and petcoke, including for export, have been pursued by environmental interest groups for alleged violations of their permits’ requirements, or have seen their efforts to obtain or renew such permits contested by such groups. While we believe that our operations are in material compliance with these permits, it is possible that such challenges or claims will be made against our operations in the future. Moreover, our terminal operations may be affected by the impacts of additional regulation on petcoke or on the mining of all types of coal and use of

Clean Air Act. The Clean Air Act and similar state laws and regulations affect our cokemaking operations, primarily through permitting and/or emissions control requirements relating to particulate matter (“PM”) and sulfur dioxide (“SO2”). The Clean Air Act air emissions programs that may affect our operations, directly or indirectly, include, but are not limited to: the Acid Rain Program; NAAQS implementation for SO2, PM and nitrogen oxides (“NOx”); GHG rules; the Clean Air Interstate Rule; MACT emissions limits for hazardous air pollutants; the Regional Haze Program; New Source Performance Standards (“NSPS”); and New Source Review. The Clean Air Act requires, among other things, the regulation
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Terminal Operations. Our terminal operations located along waterways and the Gulf of Mexico are also governed by permitting requirements under the CWA and CAA. These terminals are subject to U.S. Coast Guard regulations and comparable state statutes regarding design, installation, construction, and management. Many such terminals owned and operated by other entities that are also used to transport coal, including for export, have been pursued by environmental interest groups for alleged violations of their permits’ requirements, or have seen their efforts to obtain or renew such permits contested by such groups. While we believe that our operations are in material compliance with these permits, we cannot assure you that no such challenges or claims will be made against our operations in the future. Moreover, our terminal operations may be affected by the impacts of additional regulation on the mining of all types of coal and use of thermal coal for fuel, which is restricting supply in some markets and may reduce the volumes of coal that our terminals manage.
Federal Energy Regulatory Commission. The Federal Energy Regulatory Commission (“FERC”) regulates the sales of electricity from our Haverhill and Middletown facilities, including the implementation of the Federal Power Act (“FPA”) and the Public Utility Regulatory Policies Act of 1978 (“PURPA”). The nature of the operations of the Haverhill and Middletown facilities makes each facility a qualifying facility under


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PURPA, which exempts the facilities and the Company from certain regulatory burdens, including the Public Utility Holding Company Act of 2005 (“PUHCA”), limited provisions of the FPA, and certain state laws and regulation. FERC has granted requests for authority to sell electricity from the Haverhill and Middletown facilities at market-based rates and the entities are subject to FERC’s market-based rate regulations, which require regular regulatory compliance filings.
Clean Water Act of 1972. Although our cokemaking facilities generally do not have water discharge permits, the Clean Water Act (“CWA”) may affect our operations by requiring water quality standards generally and through the National Pollutant Discharge Elimination System (“NPDES”). Regular monitoring, reporting requirements and performance standards are requirements of NPDES permits that govern the discharge of pollutants into water. Discharges must either meet state water quality standards or be authorized through available regulatory processes such as alternate standards or variances. Additionally, through the CWA Section 401 certification program, states have approval authority over federal permits or licenses that might result in a discharge to their waters.
Resource Conservation and Recovery Act. We may generate wastes, including “solid” wastes and “hazardous” wastes that are subject to the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes, although certain mining and mineral beneficiation wastes and certain wastes derived from the combustion of coal currently are exempt from regulation as hazardous wastes under RCRA. The EPA has limited the disposal options for certain wastes that are designated as hazardous wastes under RCRA. Furthermore, it is possible that certain wastes generated by our operations that currently are exempt from regulation as hazardous wastes may in the future be designated as hazardous wastes, and therefore be subject to more rigorous and costly management, disposal and clean-up requirements.
Climate Change Legislation and Regulations. 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. Currently there is little information as to what may constitute BACT for GHG in most industries. We may also be subject to the EPA’s “Tailoring Rule,” where certain modifications to our facilities could subject us to the additional permitting and other obligations relative to emissions of GHGs under the New Source Review/Prevention of Significant Deterioration ("NSR/PSD") and Title V programs of the Clean Air Act based on whether the facility triggered NSR/PSD because of emissions of another pollutant such as SO2, NOx, PM, ozone or lead. The EPA has engaged in rulemaking to regulate GHG emissions from existing and new coal fired power plants, and we expect continued legal challenges to this rulemaking and any future rulemaking for other industries. For instance, in August 2015, the EPA issued its final Clean Power Plan rules establishing carbon pollution standards for power plants. The EPA expects each state to develop implementation plans for power plants in its state to meet the individual state targets established in the Clean Power Plan, and has also proposed a federal compliance plan to implement the Clean Power Plan in the event that approvable state plans are not submitted. In February 2016, the U.S. Supreme Court granted a stay of the implementation of the Clean Power Plan before the U.S. Court of Appeals for the District of Columbia (“D.C. Circuit”) issued a decision on the rule. By its terms, this stay will remain in effect throughout the pendency of the appeals process including at the D.C. Circuit and the Supreme Court through any certiorari petition that may be granted. Additionally, it is unclear how the Clean Power Plan will be impacted by the actions of the new presidential administration beginning in 2017. Depending on the method of implementation selected by the states, and whether the rule is ultimately upheld, the Clean Power Plan could increase the demand for natural gas-generated electricity.
Federal Energy Regulatory Commission. The Federal Energy Regulatory Commission (“FERC”) regulates the sales of electricity from our Haverhill and Middletown facilities, including the implementation of the Federal Power Act (“FPA”) and the Public Utility Regulatory Policies Act of 1978 (“PURPA”). The nature of the operations of the Haverhill and Middletown facilities makes each facility a qualifying facility under PURPA, which exempts the facilities and the Company from certain regulatory burdens, including the Public Utility Holding Company Act of 2005 (“PUHCA”), limited provisions of the FPA, and certain state laws and regulation. FERC has granted requests for authority to sell electricity from the Haverhill and Middletown facilities at market-based rates and the entities are subject to FERC’s market-based rate regulations, which require regular regulatory compliance filings.
Clean Water Act of 1972. The Clean Water Act (“CWA”) may affect our operations by requiring water quality standards generally and through the National Pollutant Discharge Elimination System (“NPDES”). Regular monitoring, reporting requirements and performance standards are requirements of NPDES permits that govern the discharge of pollutants into water. Discharges must either meet state water quality standards or be authorized through available regulatory processes such as alternate standards or variances. 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. Similarly, for permitting or any future water intake and/or discharge projects, our facilities could be subject to the Army Corps of Engineers Section 404 permitting process.
Resource Conservation and Recovery Act. We may generate wastes, including “solid” wastes and “hazardous” wastes that are subject to the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes. The EPA has limited the disposal options for certain wastes that are designated as hazardous wastes under RCRA. Furthermore, it is possible that certain wastes generated by our operations that currently are exempt from regulation as hazardous wastes may in the future be designated as hazardous wastes, and therefore be subject to more rigorous and costly management, disposal and clean-up requirements. Certain of our wastes are also subject to Department of Transportation regulations for shipping of materials. 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.
Climate Change Legislation and Regulations. 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. In 2014, the Supreme Court issued an opinion holding that although EPA may not treat GHGs as a pollutant for the purpose of determining whether a source must obtain a PSD or Title V permit, EPA may continue to require GHG limitations in permits for sources classified as major based on their emission of other pollutants. Currently there is little information as to what may constitute BACT for GHG in most industries. Under this rule, certain modifications to our facilities could subject us to the additional permitting and other obligations relative to emissions of GHGs under the New Source Review/Prevention of Significant Deterioration ("NSR/PSD") and Title V programs of the Clean Air Act based on whether the facility triggered NSR/PSD because of emissions of another pollutant such as SO2, NOx, PM, ozone or lead. The EPA has engaged in rulemaking to regulate GHG emissions from existing and new coal fired power plants, and we expect continued legal challenges to this rulemaking and any future rulemaking for other industries. For instance, in August 2015, the EPA issued its final Clean Power Plan rules establishing carbon pollution standards for power plants. In February 2016, the U.S. Supreme Court granted a stay of the implementation of the Clean Power Plan before the U.S. Court of Appeals for the District of Columbia issued a decision on the rule. In October 2017, the EPA proposed to repeal the Clean Power Plan ("CPP"). On October 9, 2018, the U.S. Supreme Court rejected any further challenges to the decision to repeal the Clean Power Plan. EPA then proposed the Affordable Clean Energy rule as a replacement for the CPP in August 2018, which it finalized in June 2019.
Currently, we do not anticipate these new or existing power planplant GHG rules to apply directly to our facilities. However, the impact of current and future GHG-related legislation and regulations have on us will depend on a number of factors, including whether GHG sources in multiple sectors of the economy are regulated, the overall GHG emissions cap level, the degree to which GHG offsets are allowed, the allocation of emission allowances to specific sources, actions by the states in implementing these requirements and the indirect impact of carbon regulation on coal prices. We may not recover the costs related to compliance with


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regulatory requirements imposed on us from our customers due to limitations in our agreements. The imposition of a carbon tax or similar regulation could materially and adversely affect our revenues. Collectively, these requirements along with restrictions and requirements regarding the mining of all types of coal may reduce the volumes of coal that we manage and may ultimately adversely impact our revenues. Depending on whether another rule is promulgated in the future, it could increase the demand for natural gas-generated electricity.
Mine Improvement and New Emergency Response Act of 2006. The Mine Improvement and New Emergency Response Act of 2006 (the “Miner Act”), has increased significantly the enforcement of safety and health standards and imposed safety and health standards on all aspects of mining operations. There also has been a significant increase in the dollar penalties assessed for citations issued. We no longer operate coal mines subject to the Miner Act.
Safety. Our facilities are subject to regulation by OSHA and other agencies with standards designed to ensure worker safety. As noted above, we have consistently operated within the top quartiles for OSHA’s recordable injury rates as measured and reported by the American Coke and Coal Chemicals Institute.
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. 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. Under these laws, each U.S. coal mine operator must pay federal black lung benefits and medical expenses to claimants who are current and former employees and last worked for the operator after July 1, 1973. 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. Our obligation related to black lung benefits at December 31, 2019 was $55.1 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.
Comprehensive Environmental Response, Compensation, and Liability Act. Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as Superfund, and similar state laws, responsibility for the entire cost of clean-up of a contaminated site, as well as natural resource damages, can be imposed upon current or former site owners or operators, or upon any party who released one or more designated “hazardous substances” at the site, regardless of the lawfulness of the original activities that led to the contamination. In the course of our operations we may have generated and may generate wastes that fall within CERCLA’s definition of hazardous substances. We also may be an owner or operator of facilities at which hazardous substances have been released by previous owners or operators. Under CERCLA, we may be responsible for all or part of the costs of cleaning up facilities at which such substances have been released and for natural resource damages. We also must comply with reporting requirements under the Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act.




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Mine Improvement and New Emergency Response Act of 2006. The Mine Improvement and New Emergency Response Act of 2006 (the “Miner Act”), has increased significantly the enforcement of safety and health standards and imposed safety and health standards on all aspects of mining operations. There also has been a significant increase in the dollar penalties assessed for citations issued.
Security. CMT is subject to regulation by the United States 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. We believe that we are in material compliance with all applicable laws and regulations regarding the security of the facility.
Reclamation and Remediation
Surface Mining Control and Reclamation Act of 1977. The SMCRA established comprehensive operational, environmental, reclamation and closure standards for all aspects of U.S. surface mining as well as many aspects of deep mining. Where state regulatory agencies have adopted federal mining programs under SMCRA, the state becomes the regulatory authority, and states that operate federally approved state programs may impose standards that are more stringent than the requirements of SMCRA. Permitting under SMCRA generally has become more difficult in recent years, which adversely affects the cost and availability of coal. The Abandoned Mine Land Fund, which is part of SMCRA, assesses a fee on all coal produced in the U.S. From October 1, 2007 through September 30, 2012, the fee was $0.315 per ton of surface-mined coal and $0.135 per ton of underground mined coal. From October 1, 2012 through September 30, 2021, the fee has been reduced to $0.28 per ton of surface-mined coal and $0.12 per ton of underground mined coal. Our reclamation obligations under applicable environmental laws could be substantial. Under accounting principles generally accepted in the U.S. ("GAAP"), we are required to account for the costs related to the closure of mines and the reclamation of the land upon exhaustion of coal reserves. The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. 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, 2016, we had asset retirement obligation of $4.9 million related to estimated mine reclamation costs. The amounts recorded are dependent upon a number of variables, including the estimated future retirement costs, estimated proven reserves, assumptions involving profit margins, inflation rates, and the assumed credit-adjusted interest rates. Our future operating results would be adversely affected if these accruals were determined to be insufficient. These obligations are unfunded. Further, although specific criteria varies from state to state as to what constitutes an “owner” or “controller” relationship, under SMCRA the responsibility for reclamation or remediation, unabated violations, unpaid civil penalties and unpaid reclamation fees of independent contract mine operators can be imputed to other companies which are deemed, according to the regulations, to have “owned” or “controlled” the contract mine operator. Sanctions are quite severe and can include being denied new permits, permit amendments, permit revisions and revocation or suspension of permits issued since the violation or penalty or fee due date.
Black Lung Benefits Revenue Act of 1977 and Black Lung Benefits Reform Act of 1977, as amended in 1981. Under these laws, each U.S. coal mine operator must pay federal black lung benefits and medical expenses to claimants who are current and former employees and last worked for the operator after July 1, 1973. Coal mine operators also must make payments to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to July 1, 1973. The trust fund is funded by an excise tax on U.S. coal production of up to $1.10 per ton for deep-mined coal and up to $0.55 per ton for surface-mined coal, neither amount to exceed 4.4 percent of the gross sales price. 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. Our obligation related to black lung benefits at December 31, 2016 was $50.2 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.


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Comprehensive Environmental Response, Compensation, and Liability Act. Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as Superfund, and similar state laws, responsibility for the entire cost of clean-up of a contaminated site, as well as natural resource damages, can be imposed upon current or former site owners or operators, or upon any party who released one or more designated “hazardous substances” at the site, regardless of the lawfulness of the original activities that led to the contamination. In the course of our operations we may have generated and may generate wastes that fall within CERCLA’s definition of hazardous substances. We also may be an owner or operator of facilities at which hazardous substances have been released by previous owners or operators. Under CERCLA, we may be responsible for all or part of the costs of cleaning up facilities at which such substances have been released and for natural resource damages. We also must comply with reporting requirements under the Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act.
Environmental Matters and Compliance
Our failure to comply with the aforementioned requirements may result in the assessment of administrative, civil and criminal penalties, the imposition of clean-up and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from our operations.operations, which could in turn have an impact on our financial condition. Please see Note 1513 to our consolidated financial statements for a discussion of the Notices of Violation ("NOVs") issued by the EPA and state regulators for our Haverhill, Granite City, and Indiana Harbor cokemaking facilities.
Many other legal and administrative proceedings are pending or may be brought against us arising out of our current and past operations, including matters related to commercial and tax disputes, product liability, antitrust, employment claims, natural resource damage claims, premises-liability claims, allegations of exposures of third-parties to toxic substances and general environmental claims. Although the ultimate outcome of these proceedings cannot be ascertained at this time, it is reasonably possible that some of them could be resolved unfavorably to us. Management of the Company believes that any liability which may arise from such matters would not be material in relation to the financial position, results of operations or cash flows of the Company at December 31, 2016.
IRS Final Regulations on Qualifying Income
Section 7704 of the code provides that a publicly-traded partnership will be treated as a corporation for federal income tax purposes. However, if 90 percent or more of a partnership’s gross income for every taxable year it is publicly-traded consists of “qualifying income,” the publicly-traded partnership may continue to be treated as a partnership for federal income tax purposes.
At the time of the Partnership’s initial public offering, in January 2013, the Partnership believed, and received a legal opinion to the effect, that income from its cokemaking operations would be treated as generating qualifying income under the Code.  The Company and counsel believed at the time that this view was based on the correct interpretation of the Code and the legislative history of the relevant Code section, and since that time continued to believe that income from its cokemaking operations is qualifying income. 
In May, 2015, the IRS released new proposed regulations (the “Proposed Regulations”) which would have substantially changed the rules relating to qualifying income for publicly-traded partnerships for the processing, refining and transportation of minerals or natural resources, and created ambiguity as to whether cokemaking generates qualifying income. Following the release of the Proposed Regulations, representatives of the Partnership, together with counsel, submitted comments and gave testimony to the IRS, expressing the view that the Proposed Regulations were not consistent with the statute and its legislative history.  The Partnership’s views were consistent with those of a number of other commentators, including the tax section of the American Bar Association and the Master Limited Partnership Association. 
On January 19, 2017, the Treasury Department and the IRS released the Final Regulations on the treatment of income from natural resource activities of publicly traded partnerships as qualifying income for purposes of the Code.  The Final Regulations were published in the Federal Register on January 24, 2017, and apply to taxable years beginning after January 19, 2017.  Under the Final Regulations, the Partnership’s cokemaking operations have been excluded from the definition of activities that generate qualifying income. 
The Final Regulations provide that if a partnership’s income from non-qualifying operations “was qualifying income under the statute as reasonably interpreted,” then that partnership will have a transition period ending on the last day of the partnership’s taxable year that included the date that is ten years after the date the final regulations are published in the Federal Register (i.e., December 31, 2027), during which it can treat income from such activities as qualifying income. After conferring


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with outside counsel, the Partnership and we are of the view that its interpretation was reasonable in concluding that the Partnership’s income from cokemaking was qualifying income, and that the Partnership will benefit from the ten-year transition period. Subsequent to the transition period, certain cokemaking entities in the Partnership will become taxable as corporations. The Partnership is evaluating its options for engaging with the appropriate parties to address its concerns with the scope of these final regulations. Also see “Part I. Item 1A. Risk Factors."2019.
Available Information
We make available free of charge on our website, www.suncoke.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and any amendments to such reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC"). 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.
A copy of any of these documents will be provided without charge upon written request to Investor Relations, SunCoke Energy, Inc., 1011 Warrenville Road, Suite 600, Lisle, Illinois 60532.
Executive Officers of the Registrant
Our executive officers and their ages as of February 16, 2017,20, 2020, were as follows:
NameMichael G. RippeyAge62
Position
Frederick A. Henderson58
Chairman, President and Chief Executive Officer
Fay West47
50
Senior Vice President and Chief Financial Officer
Katherine T. Gates40
43
Senior Vice President, General CounselChief Legal Officer and Chief ComplianceHuman Resources Officer
P. Michael Hardesty54
57
Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke
Allison S. Lausas37
40
Vice President, Controller and ControllerTreasurer
Gary P. YeawJohn F. Quanci5958
Senior Vice President, of Human ResourcesChief Technology Officer
Frederick A. Henderson.Michael G. Rippey. Mr. HendersonRippey was electedappointed as Chairman and Chief Executive Officer, President and a director of SunCoke Energy, Inc. in, effective December 2010 and became Chairman, President and Chief Executive Officer in September 2015. He also1, 2017. Prior to joining SunCoke, Mr. Rippey served as a Senior Vice President of Sunoco, Inc.Advisor to Nippon Steel & Sumitomo Metal Corporation (a transportation fuel provider with interests in logistics) from September 2010 until our initial public offering in July 2011. In July 2012, Mr. Hendersonleading global steelmaker) since 2015. From 2014 to 2015, he was named Chief Executive Officer and appointed as Chairman of the Board of DirectorsArcelorMittal USA (a major domestic steel manufacturer), and from August 2006 through October 2014, he was ArcelorMittal USA’s President and Chief Executive Officer. Prior to that, he successfully rose through progressively responsible financial, commercial and administrative leadership roles at ArcelorMittal USA and its predecessor companies: (i) from 2005 to 2006, he was Executive Vice President, Sales and Marketing at Mittal Steel USA; (ii) from 2000 to 2005, he was Executive Vice President and Chief Financial Officer at Ispat Inland Inc.; and (iii) from 1998 to 2000, he served as Vice President, Finance and Chief Financial Officer of Ispat Inland Inc. He began his career with Inland Steel Company (a predecessor to ArcelorMittal USA) in 1984. From December 2017 through June 2019, Mr. Rippey served as Chairman, Chief Executive Officer and President of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former master limited partnership. Mr. Rippey currently serves on the Partnership. From February 2010 until September 2010,Board of Directors of Olympic Steel, Inc. (NASDAQ: ZEUS), a $1.7 billion steel service center headquartered in Ohio, where he is a member of the Nominating Committee, and serves as Chair of the Audit and Compliance Committee. In addition to ArcelorMittal USA, Mr. Rippey’s previous board service includes the National Association of Manufacturers and the American Iron & Steel Institute, where he was a consultant for General Motors LLC, and from March 2010 until August 2010, he was a consultant for AlixPartners LLC (a business consulting firm). He was President and Chief Executive Officer of General Motors (a global automotive company) from April 2009 until December 2009. He was President and Chief Operating Officer of General Motors from March 2008 until March 2009. He was Vice Chairman and Chief Financial Officer of General Motors from January 2006 until February 2008. He waspast Chairman of General Motors Europe from June 2004 until December 2005. Mr. Henderson is a director of Marriott International, Inc. (a worldwide lodging and hospitality services company), where he serves as chair of the Audit Committee. He is also a director of Adient PLC (an automotive seating and interiors business) where he serves as chair of the Corporate Governance Committee. Mr. Henderson also is a trustee of the Alfred P. Sloan Foundation and chair of its Audit Committee. Mr. Henderson previously served as a Director of Compuware Corporation (from 2011-2014), a technology performance company; he served as chair of its Audit Committee and as a member of its Nominating/Governance and Advisory Committees.Board.
Fay West. Ms. West was appointed as Senior Vice President and Chief Financial Officer of SunCoke Energy, Inc. in October 2014. Prior to that time, she served ashad been Vice President and Controller of SunCoke Energy, Inc. since February 2011. In addition, Ms. West was named Vice President and Controller and appointed to the Board


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2011. Prior to joining SunCoke Energy, Inc., she was Assistant Controller at United Continental Holdings, Inc. (an airline holding company) from April 2010 to January 2011. She was Vice President, Accounting and Financial Reporting for PepsiAmericas, Inc. (a manufacturer and distributor of beverage products) from December 2006 through March 2010 and Director of Financial Reporting from December 2005 to December 2006. Ms. West worked at GATX Corporation from 1998 to 2005 in various accounting roles, including Vice President and Controller of GATX Rail Company from 2001 to 2005 and Assistant Controller of GATX Corporation from 2000 to 2001. Ms. West also is a director of Quaker Chemical CorporationHoughton (a leading manufacturer and supplierglobal provider of process fluids, chemical specialties, and specialty chemicals)technical expertise to a wide range of industries), where she also serves as chair of the Audit Committee and a member of its Auditthe Governance Committee. In addition, from July 2012 through June 2019, Ms. West served as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former master limited partnership subsidiary.
Katherine T. Gates. Ms. Gates was appointed Senior Vice President, Chief Legal Officer and Chief Human Resource Officer effective November 14, 2019. Prior to that she was Senior Vice President, General Counsel and Chief Compliance Officer effectiveof SunCoke Energy, Inc. since October 22, 2015. At that time, she also was appointed as a Director of SunCoke Energy Partners GP, LLC. Ms. Gates joined SunCoke in February 2013 as Senior Health, Environment and Safety Counsel. She was promoted to Vice President and Assistant General Counsel in July 2014, where she focused on litigation, regulatory and commercial


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matters. Ms. Gates began her legal career in private practice as a Partner at Beveridge & Diamond, P.C. She served on the firm’s Management Committee, where she addressed budget, compensation, commercial, and other issues. Ms. Gates also co-chaired the civil litigation section of the firm’s Litigation Practice Group. In addition, from October 2015 through June 2019, Ms. Gates served as a director of SunCoke Energy Partners GP LLC, the general partner of our former master limited partnership subsidiary SunCoke Energy Partners, L.P.
P. Michael Hardesty. Mr. Hardesty was appointed Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke of SunCoke Energy, Inc., effective October 1, 2015. At that time, he also was appointed as a Director of SunCoke Energy Partners GP, LLC. Mr. Hardesty joined SunCoke Energy, Inc. in 2011 as Senior Vice President, Sales and Commercial Operations, and has more than 30 years of experience in the mining industry. Before joining SunCoke, Mr. Hardesty served as Senior Vice President for International Coal Group, Inc. (“ICG”), where he was responsible for leading the sales and marketing functions and was a key member of the executive management team. Prior to ICG, 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. 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 a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former master limited partnership subsidiary.
Allison S. Lausas. Ms. Lausas was appointed as Vice President, Finance and Controller of SunCoke Energy, Inc., effective May 3, 2018. In addition, Ms. Lausas was appointed as Treasurer of SunCoke Energy, Inc. on July 31, 2019. Prior to that time, beginning in October 2014, Ms. Lausas was Vice President and Controller of both SunCoke Energy, Inc. and SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., in October 2014.our former master limited partnership. Ms. Lausas joinedserved as Assistant Controller of SunCoke Energy, Inc. in 2011 and most recently held the role of Assistant Controller.prior to 2014. Prior to joining SunCoke Energy, Inc., in 2011, she worked as an auditor at KPMG LLP, an audit, advisory and tax services firm, from 2002 to 2011, where she served both public and private corporations in the consumer and industrial markets.
Gary P. Yeaw. Mr. Yeaw was appointed Senior Vice President, Human Resources ofJohn F. Quanci. Dr. John F. Quanci joined SunCoke Energy, Inc. on November 1, 2015. Priorin October, 2010, and was appointed to that, he washis current position as Vice President, Human Resources. Mr. Yeaw leads the human resources function at SunCoke Energy, Inc., and is responsible for key organizational activities.Chief Technology Officer in May 2019. Prior to joining SunCoke, Energy,Dr. Quanci was Director, Corporate Technology of Sunoco, Inc., he was Executive Vice President, Human Resources (a leading transportation fuel provider with interests in logistics). Dr. Quanci has over 30 years of domestic and Communications for Chemtura Corporation. Mr. Yeaw also served as Vice President, Human Resources for American Standard Companies, as well as Vice President, Human Resources Operational Excellenceinternational experience in chargeprocess research, development, plant optimization, manufacturing, rebuilding/turnarounds, and taking new technologies from ideation to full production. Over the course of global benefit programs, labor relations, HR systemshis career, Dr. Quanci has managed several major engineering and employee services. Mr. Yeawtechnology organizations both internal and external to the petroleum industry, including those of: Mobil Research, Mobil Oil, BP/Mobil, Exxon/Mobil, Rodel and Rohm and Haas Electronic Materials (now DuPont Electronic Materials). Dr. Quanci holds professional designations as a Senior Human ResourcesPh.D. in Chemical Engineering from Princeton University and is a registered Professional Certified Compensation ProfessionalEngineer with over one hundred US and was a charter member of the International Society of Employee Benefits Specialists.international patents and patent applications.







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Item 1A.Risk Factors
In addition to the other information included in this Annual Report on Form 10-K and in our other filings with the SEC, the following risk factors should be considered in evaluating our business and future prospects. These risk factors represent what we believe to be the known material risk factors with respect to us and our business. Our business, operating results, cash flows and financial condition are subject to these risks and uncertainties, any of which could cause actual results to vary materially from recent results or from anticipated future results.
These risks are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, or results of operations.
Risks Inherent in Our Business and Industry
UnfavorableSustained uncertainty in financial markets, or unfavorable economic conditions in the U.S. and globally,industries in which our customers operate, may causelead to a reduction in the demand for our products and services, which couldand adversely affectimpact our cash flows, financial position or results of operations.
Sustained volatility and disruption in worldwide capital and credit markets in the U.S. and globally could cause reduced demandrestrict our ability to access the capital market at a time when we would like, or need, to raise capital for our products. Additionally,business including for potential acquisitions, or other growth opportunities.
Deteriorating or unfavorable economic conditions includingin the potentially reduced availability of credit,industries in which our customers operate, such as steelmaking and electric power generation, may causelead to reduced demand for steel products, or reduced demand for coal, either ofand other bulk commodities which, in turn, could adversely affect the demand for our products and services. Such conditionsservices and negatively impact the revenues, margins and profitability of our business.
Additionally, the tightening of credit, or lack of credit availability to our customers, could adversely affect our ability to collect our trade receivables. We also are exposed to the credit risk of our coke and logistics customers, and any significant unanticipated deterioration of their creditworthiness and resulting increase in nonpayment or nonperformance by them could have ana material adverse effect on the cash flows and/or results of our operations.
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.
Substantially all of our coke sales currently are made pursuant to long-term contracts with AM USA, U.S. Steel and AK Steel, and we expect these three customers to continue to account for a significant portion of our revenues for the foreseeable future. In our logistics business, a significant portion of our revenues and cash flows are derived from our contract with Foresight Energy LLC at CMT, and we expect this customer to continue to account for a significant portion of the revenues of our logistics business for the foreseeable future.
We are subject to the credit risk of our major customers and other parties. If we fail to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration of their creditworthiness, any resulting increase in nonpayment or nonperformance by them could have a material adverse effect on our cash flows, financial position or results of operations. During periods of weak demand for steel or coal, our customers may experience significant reductions in their operations, or substantial declines in the prices of the steel, or coal products, they sell. 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. See Note 8 to our consolidated financial statements.
The loss of any of these customers (or financial difficulties at any of these customers, which result in nonpayment or nonperformance) could have a significant adverse effect on our business. 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.



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Adverse developments at our cokemaking and/or coal logistics operations, including equipment failures or deterioration of assets, may lead to production curtailments, shutdowns, impairments, or additional expenditures, which could have a material adverse effect on our results of operations.operations and financial condition.
Our cokemaking and coal logistics operations are subject to significant hazards and risks that include, but are not limited to, equipment malfunction, explosions, fires and the effects of severe weather conditions and extreme temperatures, any of which could result in production and transportation difficulties and disruptions, permit non-compliance, pollution, personal injury or wrongful death claims and other damage to our properties and the property of others.
Adverse developments at our cokemaking facilities could significantly disrupt our coke, steam and/or electricity production and our ability to supply coke, steam, and/or electricity to our customers. Adverse developments at our coal logistics operations could significantly disrupt our ability to provide coal handling, mixing, storage, terminalling, transloading and/or transportation services, of coal and other dry and liquid bulk commodities, to our customers. Any sustained disruption at our cokemaking and/or coal logistics operations could have a material adverse effect on our results of operations.
There is a risk of mechanical failure of our equipment both in the normal course of operations and following unforeseen events. Our cokemaking and coal logistics 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. Our facilities are subject to equipment failures and the risk of catastrophic loss due to unanticipated events such as fires, accidents or violent weather conditions or extreme temperatures. As a result, we may experience interruptions in our processing and production capabilities, which could have a material adverse effect on our results of operations and financial condition. In particular, to the extent a disruption leads to our failure to maintain the temperature inside our coke oven batteries, we wouldmay 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, electricity and/or steam.
Assets and equipment critical to the operations of our cokemaking and coal logistics operations also may deteriorate or become depleted materially sooner than we currently estimate. Such deterioration of assets may result in additional maintenance spending or additional capital expenditures. If these assets do not generate the amount of future cash flows that we expect, and we are not able to execute on capital maintenance or procure replacement assets in an economically feasible manner, our future results of operations may be materially and adversely affected.
We are requiredOur operating results have been and may continue to perform impairment tests onbe affected by fluctuations in our assets whenever events or changescosts of production, and, if we cannot pass increases in circumstances leadour costs of production to a reductionour customers, our financial condition, results of the estimated useful life or estimated futureoperations and cash flows may be negatively affected.
Our operations require a reliable supply of equipment, replacement parts and metallurgical coal. If the cost to produce coke and provide logistics services, including cost of supplies, equipment, metallurgical coal, labor, experience significant price inflation, 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.
Our cokemaking and logistics businesses are subject to operating risks, some of which are beyond our control, that would indicate thatcould result in a material increase in our operating expenses.
Factors beyond our control could disrupt our cokemaking and logistics operations, adversely affect our ability to service the carrying amount may not be recoverable or whenever management’s plans change with respect to those assets. For example, in 2015 we impairedneeds of our equity method investment in VISA SunCoke to zero. If we are required to incur impairment charges in the future,customers, and increase our operating costs, all of which could have a material adverse effect on our results of operations. Such factors could include:
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 logics operations at a site for a period of time;
processing and plant equipment failures, operating hazards and unexpected maintenance problems affecting our cokemaking or logistics operations, or our customers;
adverse weather and natural disasters, such as severe winds, heavy rains or snow, flooding, extreme temperatures and other natural events 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.


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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 the period takenour operations could be materially and adversely affected.affect our financial condition or results of 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 have an adverse effect on our financial condition and results of operations.
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. Many steelmakers also are exploring alternatives to blast furnace technology that require less or no use of coke. For example, electric arc furnace technology is a commercially proven process widely used in the U.S. As these alternative processes for production of steel become more widespread, the demand for coke, including the coke we produce, may be significantly reduced. We also face competition from alternative cokemaking technologies, including both by-product and heat recovery technologies. As these technologies improve and as new technologies are developed, competition in the cokemaking industry may intensify. As alternative processes for production of steel become more widespread, the demand for coke, including the coke we produce, may be significantly reduced.
Logistics business: Decreased throughput and utilization of our logistics assets could result indirectly due to competition in the electrical power generation business from abundant and relatively inexpensive supplies of natural gas displacing thermal coal as a fuel for electrical power generation by utility companies. In addition, competition in the steel industry from processes such as electric arc furnaces, or blast furnace injection of pulverized coal or natural gas, may reduce the demand for metallurgical coals processed through our logistics facilities. In the future, additional coal handling facilities and terminals with rail and/or barge access may be constructed in the Eastern U.S. Such additional facilities could compete directly with us in specific markets now served by our logistics business. Certain coal mining companies and independent terminal operators in some areas may compete directly with our logistics facilities. In some markets, trucks may competitively deliver mined coal to certain shorter-haul destinations, resulting in reduced utilization of existing terminal capacity.

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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.
Our operations are subject to increasingly strict regulation by federal, state and local authorities with respect to: discharges of substances into the air and water; emissions of greenhouse gases, or GHG; 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 completion of mining or drilling; installation of safety equipment in our facilities; controlsales of surface subsidence from underground mining;electric power; and protection of employee health and safety. Complying with these and other regulatory requirements, including the terms of our permits, can be costly and time-consuming, and may delay commencement or hinder continuation of operations. In addition, these requirements are complex, change frequently and have become more stringent over time. Regulatory requirements may change in the future in a manner that could result in substantially increased capital, operating and compliance costs, andwhich could have a material adverse effect on our business.business, financial condition and results of operations.
Failure to comply with applicable laws, regulations or permits may result in the assessment of administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement measures that could cause delays in permitting or development of projects or materially limit, or increase the cost of, our operations. We may not have been, or may not be, at all times, in complete compliance with all such requirements, and we may incur material costs or liabilities in connection with such requirements, or in connection with remediation at sites we own, or third-party sites where it has been alleged that we have liability, in excess of the amounts we have accrued. For a description of certain environmental laws and matters applicable to us and associated risks, see “Item 1. Business-Legal and Regulatory Requirements.”




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New or more stringent greenhouse gas emission standards designed to address climate change and physical effects attributed to climate change may adversely affect our operations and impose significant costs on our business and our customers and suppliers.
There is increasing regulatory attention concerning the issue of climate change and the impact of greenhouse gases, particularly from fossil fuels, which are integral to our cokemaking and logistics businesses. Our business and operations, as well as the business and operations of our key suppliers and customers, may become subject to legislation or regulation intended to limit greenhouse gas emissions, the use of fossil fuels or the effects of climate change. It is not possible to foresee the details of such legislation or regulations or their resulting effects on our business. However, because our coking process is dependent on coal as a raw material and the coking process generates carbon dioxide, we are limited in our ability to reduce our greenhouse gas emissions and could be affected by future regulation of greenhouse gases. Any new regulations, legislation or taxes that affect other industries that use coal or other fossil fuels processed through our terminals could reduce throughput and utilization of our logistics assets. Future legislation or regulation regarding climate change and greenhouse gas emissions could impose significant costs on our business and our customers and suppliers due to increased energy, capital equipment, emissions controls, environmental monitoring and reporting and other costs in order to comply with these laws and regulations. Failure to comply with these regulations could result in fines to our company and could affect our business, financial condition and results of operations. Additionally, our suppliers may face cost increases to comply with any new legislation or regulations leading to higher costs to us for goods or services.
Climate change may cause changes in weather patterns and increase the frequency or severity of weather events and flooding. An increase in severe weather events and flooding may adversely impact us, our operations, and our ability to procure raw materials and manufacture and transport our products and could result in an adverse effect on our business, financial condition and results of operations. Extreme weather conditions may increase our costs, temporarily impact our production capabilities or cause damage to our facilities. For example, our terminals are located near bodies of water and may be impacted by flooding or hurricanes, disrupting our or our customers' ability to move products. Additionally, extreme cold could prevent coal delivery and unloading at our coke plants, impeding operation, or create a more hazardous outdoor working environment for our employees. Severe weather may also adversely impact our suppliers and our customers and their ability to purchase and transport our products.
We may be unable to obtain, maintain or renew permits or leases necessary for our operations, which could materially reduce our production, cash flows or profitability.
Our cokemaking and coal logistics operations require us to obtain a number of permits that impose strict regulations on various environmental and operational matters. These, as well as our facilities and operations (including our generation of electricity), require permits issued by various federal, state and local agencies and regulatory bodies. 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 difficult or impractical, and may possibly preclude the continuance of ongoing operations or the development of future cokemaking and/or coal logistics facilities. 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 also have the right to bring citizen’s lawsuits to challenge the issuance of permits, or the validity of environmental impact statements related thereto. 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, our cash flows or profitability could be materially and adversely affected.
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 have a material adverse effect on 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. 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. 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 environmental and pollution risks generally are not fully insurable. Even where insurance coverage applies, insurers may contest their obligations to make payments. 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.
We also may incur costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations. We must compensate employees for work-related injuries. If we do not make adequate provision for our workers’ compensation liabilities, or we are pursued for applicable sanctions, costs and liabilities, our operations and our profitability could be adversely affected.


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Divestitures and other significant transactions may adversely affect our business. In particular, if we are unable to realize the anticipated benefits from such transactions, or are unable to conclude such transactions upon favorable terms, our financial condition, results of operations or cash flows could be adversely affected.
We regularly review strategic opportunities to further our business objectives, and may eliminate assets that do not meet our return-on-investment criteria. If we are unable to complete such divestitures or other transactions upon favorable terms, or in a timely manner, or if the market conditions assumed in our project economics deteriorate, our financial condition, results of operations or cash flows could be adversely affected.
The anticipated benefits of divestitures and other strategic transactions may not be realized, or may be realized more slowly than we expected. Such transactions also could result in a number of financial consequences having a material 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.
We may experience significant risks associated with future acquisitions and/or investments.
The success of our future acquisitions and/or investments will depend substantially on the accuracy of our analysis concerning such businesses and our ability to complete such acquisitions or investments on favorable terms, as well as to finance such acquisitions or investments and to integrate the acquired operations successfully with existing operations. Antitrust and other laws may prevent us from completing acquisitions. If we are unable to integrate new operations successfully, our financial results and business reputation could suffer.
Risks associated with acquisitions include the diversion of management’s attention from other business concerns, the potential loss of key employees and customers of the acquired business, the possible assumption of unknown liabilities, potential disputes with the sellers, and the inherent risks in entering markets or lines of business in which we have limited or no prior experience. Additionally, in the event we form joint ventures or other similar arrangements, we must pay close attention to the organizational formalities and time-consuming procedures for sharing information and making decisions. We may share ownership and management with other parties who may not have the same goals, strategies, priorities, or resources as we do. The benefits from a successful investment in an existing entity or joint venture will be shared among the co-owners, so we will not receive the exclusive benefits from a successful investment. Additionally, if a co-owner changes, our relationship may be materially and adversely affected.
Our operations could be disrupted if our information systems fail, causing increased expenses. Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
Our business is dependent on financial, accounting and other data processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer systems. If a key system was to fail or experience unscheduled downtime for any reason, our operations and financial results could be affected adversely. Our systems could be damaged or interrupted by a security breach, terrorist attack, fire, flood, power loss, telecommunications failure or similar event.  Our disaster recovery plans may not entirely prevent delays or other complications that could arise from an information systems failure. Our business interruption insurance may not compensate us adequately for losses that may occur.
In the ordinary course of our business, we collect and store sensitive data in our data centers, on our networks, and in our cloud vendors.  Such data includes:  intellectual property; our proprietary business information and that of our customers, suppliers and business partners; and personally identifiable information of our employees.  The secure processing, maintenance and transmission of this information is critical to our operations and business strategy.  Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.  Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.  Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations, and damage our reputation, which could adversely affect our business.


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Our operating results have been and may continue to be affected by fluctuations in our costs of production, and, if we cannot pass increases in our costs of production to our customers, our financial condition, results of operations and cash flows may be negatively affected.
Our operations require a reliable supply of equipment, replacement parts and metallurgical coal. If the cost to produce coke and provide coal logistic services, including cost of supplies, equipment, metallurgical coal, labor, experience significant price inflation, 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.
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.
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. When collective bargaining agreements expire or terminate, we may not be able to negotiate new agreements on the same or more favorable terms as the current agreements, or at all, and without production interruptions, including labor stoppages. The labor agreement at our Indiana Harbor cokemaking facility expired on September 1, 2015. Operations have continued under the expired contract with the renewal pending resolution of select key economic provisions. We do not anticipate any work stoppages during the continued negotiations. The labor agreement at our Granite City cokemaking facility will expire on August 31, 2017. We will negotiate the renewal of this agreement in 2017 and do not anticipate any work stoppages. In 2016, we reached a new one-year labor agreement at our Vitoria, Brazil facility which will expire on October 31, 2017. We will negotiate the renewal of this agreement in 2017 and do not anticipate any work stoppages. 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. 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.




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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. 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. With respect to our represented employees, we may be adversely impacted by the loss of employees who retire or obtain other employment during a layoff or a work stoppage.
We currently are, and likely will be, subject to litigation, the disposition of which could have a material adverse effect on our cash flows, financial position or results of operations.
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 will contest these matters vigorously and have made insurance claims where appropriate, but because of the uncertain nature of litigation and coverage decisions, we cannot predict the outcome of these matters. Litigation is very costly, and the costs associated with prosecuting and defending litigation matters could have a material adverse effect on our financial condition and profitability. In addition, our profitability or cash flow in a particular period could be affected by an adverse ruling in any litigation currently pending in the courts or by litigation that may be filed against us in the future. We are also subject to significant environmental and other government regulation, which sometimes results in various administrative proceedings. For additional information, see “Item 3. Legal Proceedings.”
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. 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. 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. 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.
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 have a material adverse effect on 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. 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. 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. If we do not make adequate provision for our workers' compensation liabilities, or we are pursued for applicable sanctions, costs, and liabilities, our operations and our profitability could be adversely affected. Even where insurance coverage applies, insurers may contest their obligations to make payments. 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.
We may not be able to successfully implement our growth strategies or plans, and we may experience significant risks associated with future acquisitions, investments and/or divestitures. If we are unable to execute our strategic plans, whether as a result of unfavorable market conditions in the industries in which our customers operate, or otherwise, our future results of operations could be materially and adversely affected.
A portion of our strategy to grow our business is dependent upon our ability to acquire and operate new assets that result in an increase in our earnings. We may not derive the financial returns we expect on our investment in such


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additional assets or such operations may not be profitable. We cannot predict the effect that any failed expansion may have on our core businesses. The success of our future acquisitions and/or investments will depend substantially on the accuracy of our analysis concerning such businesses and our ability to complete such acquisitions or investments on favorable terms, as well as to finance such acquisitions or investments and to integrate the acquired operations successfully with existing operations. Risks associated with acquisitions include the diversion of management’s attention from other business concerns, the potential loss of key employees and customers of the acquired business, the possible assumption of unknown liabilities, potential disputes with the sellers, and the inherent risks in entering markets or lines of business in which we have limited or no prior experience. Antitrust and other laws may prevent us from completing acquisitions. If we are not able to execute our strategic plans effectively, or successfully integrate new operations, whether as a result of unfavorable market conditions in the industries in which our customers operate, or otherwise, our business reputation could suffer and future results of operations could be materially and adversely affected.
In the event we form joint ventures or other similar arrangements, we must pay close attention to the organizational formalities and time-consuming procedures for sharing information and making decisions. We may share ownership and management with other parties who may not have the same goals, strategies, priorities, or resources as we do. The benefits from a successful investment in an existing entity or joint venture will be shared among the co-owners, so we will not receive the exclusive benefits from a successful investment. Additionally, if a co-owner changes, our relationship may be materially and adversely affected.
We regularly review strategic opportunities to further our business objectives, and may eliminate assets that do not meet our return-on-investment criteria. The anticipated benefits of divestitures and other strategic transactions may not be realized, or may be realized more slowly than we expected. 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.
Security breaches and other information systems failures could disrupt our operations, compromise the integrity of our data, expose us to liability, cause increased expenses and cause our reputation to suffer, any or all of which could have a material and adverse effect on our business or financial position.
Our business is dependent on financial, accounting and other data processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer systems. If a key system were to fail or experience unscheduled downtime for any reason, our operations and financial results could be affected adversely. Our systems could be damaged or interrupted by a security breach, terrorist attack, fire, flood, power loss, telecommunications failure or similar event.  Our disaster recovery plans may not entirely prevent delays or other complications that could arise from an information systems failure. Our business interruption insurance may not compensate us adequately for losses that may occur.
In the ordinary course of our business, we collect and store sensitive data in our data centers, on our networks, and in our cloud vendors.  In addition, we rely on third party service providers, for support of our information technology systems, including the maintenance and integrity of proprietary business information and other confidential company information and data relating to customers, suppliers and employees. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy.  We have instituted data security measures for confidential company information and data stored on electronic and computing devices, whether owned or leased by us or a third party vendor. However, despite such measures, there are risks associated with customer, vendor, and other third-party access and our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to: employee error or malfeasance, failure of third parties to meet contractual, regulatory and other obligations to us, or other disruptions. 
Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.  Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations, and damage our reputation, which could materially and adversely affect our business and financial position.
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. Our


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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. 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. Information technology security threats, including security breaches, computer malware and other cyber-attacks are increasing in both frequency and sophistication and could create financial liability, subject us to legal or regulatory sanctions or damage our reputation with customers, dealers, suppliers and other stakeholders. We continuously seek to maintain a robust program of information security and controls, but a cyber-attack could have a material adverse effect on our competitive position, reputation, results of operations, financial condition and cash flows. 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.
We are or may become subject to privacy and data protection laws, rules and directives relating to the processing of personal data in the countries where we operate.
The growth of cyber-attacks has resulted in an evolving legal landscape which imposes costs that are likely to increase over time. For example, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information, including 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. 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.
Impairment in the carrying value of long-lived assets could 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. We are required to perform impairment tests on our assets whenever events or changes in circumstances lead to a reduction of the estimated useful life or estimated future cash flows that would indicate that the carrying amount may not be recoverable or whenever management’s plans change with respect to those assets. If business conditions or other factors cause profitability and cash flows to decline, we may be required to record non-cash impairment charges.
Events and conditions that could result in impairment in the value of our long-lived assets include: the impact of a downturn in the global economy, competition, advances in technology, adverse changes in the regulatory environment, and other factors leading to a reduction in expected long-term sales or profitability, or a significant decline in the trading price of our common stock or market capitalization, lower future cash flows, slower industry growth rates and other changes in the industries in which we or our customers operate.
Risks Related to Indebtedness
SunCoke faces material debt maturities which may adversely affect our consolidated financial position.
Over the next five years, we have $150.5 million of total consolidated debt maturing. See Note 12 to the 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. We may be forced to delay or not make capital expenditures, which may adversely affect our competitive position and financial results.
Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under outstanding notesour credit facilities and credit facilities.other debt documents.
Subject to the limits contained in our credit agreements the indenture that governs our notes and our other debt instruments, we may be able to incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our level of debt could intensify. 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;




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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions 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;
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.
In addition, the indenture that governs the notes and the credit agreement governing our credit facilities containcontains restrictive covenants that limit our ability to engage in activities (such as incurring additional debt) that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our debt. In the event of an acceleration of all our debt, we may not have sufficient cash on hand to repay the indebtedness in full. Such event could materially adversely affect our business, financial condition and results of operations.
Our level of indebtedness may increase, reducing our financial flexibility.
In the future, we may incur significant indebtedness in order to make future acquisitions or to develop or expand our facilities. Our level of indebtedness could affect our operations in several ways, including the following:
a significant portion of our cash flows could be used to service our indebtedness;
a high level of debt would increase our vulnerability to general adverse economic and industry conditions;
the covenants contained in the agreements governing our outstanding indebtedness will limit our ability to borrow additional funds, dispose of assets, pay distributions and make certain investments;
a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged, and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing;
our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and our industry; and
a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, distributions or for general corporate or other purposes.
A high level of indebtedness increases the risk that we may default on our debt obligations. Our ability to meet our debt obligations and to reduce our level of indebtedness depends on our future performance. General economic conditions and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. Factors that will affect our ability to raise cash through an offering of our common stock or a refinancing of our debt include financial market conditions, the value of our assets and our performance at the time we need capital.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Borrowings under the credit facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. We have entered into, andFrom time to time, we may in the future enter into, interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may decide not to maintain interest rate swaps with respect to all


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The Partnership faces substantial debt maturities which may adversely affect our consolidated financial position.
Over the next five years, we have approximately $858 million of total consolidated debt maturing at SunCoke and the Partnership. See Note 14 to the 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. We may be forced to delay or not make capital expenditures, which may adversely affect our competitive position and financial results.
Rating agencies may downgrade our credit ratings, which would make it more difficult for us to raise capital and would increase our financing costs.
Any downgrades in our credit ratings may make raising capital more difficult, may increase the cost and affect the terms of future borrowings, may affect the terms under which we purchase goods and services and may limit our ability to take advantage of potential business opportunities.
We own a significant equity interest in the Partnership, and our consolidated financial statements include the Partnership’s substantial indebtedness.  If effective control of the Partnership’s general partner is transferred to a third party, the Partnership’s indebtedness could become due and payable, which would materially and adversely affect our consolidated financial position.
Due to our significant equity ownership interest in the Partnership, our consolidated financial statements include the Partnership’s indebtedness.  If effective control of the Partnership’s general partner is transferred to a third party, resulting in the Partnership’s aggregate indebtedness becoming payable, our consolidated financial position would be materially and adversely affected.
If effective control of the Partnership’s general partner is transferred to a third party, the Partnership, pursuant to the indenture for its outstanding senior secured notes, could be required to repurchase such notes in an amount equal to 101 percent of the aggregate principal amount outstanding, which was $463.0 million at December 31, 2016.  Under the Partnership’s revolving credit agreement, the lenders could declare the loans and other amounts (including letter of credit obligations), totaling $172.0 million at December 31, 2016, to be immediately due and payable.  In addition, the Partnership has $50.0 million drawn under a term loan facility that contains event of default and remedies provisions


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identical to those of the revolving credit agreement.  Thus, the potential acceleration remedies under the Partnership’s revolving credit agreement and term loan facility could result in approximately $222.0 million of outstanding borrowings being declared immediately due and payable.
Risks Related to Our Cokemaking Business
We are exposed to the credit risk, and certain other risks, of our major customers and other parties, and any material nonpayment or nonperformance by our major customers, or the failure of our customers to continue to purchase coke from us at similar prices under similar arrangements, may have a material adverse effect on our cash flows, financial position, permit compliance or results of operations.
We are subject to the credit risk of our major customers and other parties. If we fail to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration of their creditworthiness, any resulting increase in nonpayment or nonperformance by them could have a material adverse effect on our cash flows, financial position or results of operations.
We are subject to the risk of loss resulting from nonpayment or nonperformance by our coke customers. We have long-term take-or-pay agreements with our coke customers whose operations are concentrated in the steelmaking industry. These agreements require such customers either to purchase all of our coke production (or a specified maximum tonnage greater than our stated capacity, as applicable), or to pay the contract prices for the coke, they do not accept. Our customers experience significant fluctuations in demand for steel products because of economic conditions, consumer demand, raw material and energy costs and decisions by the U.S. federal and state governments to fund or not fund infrastructure projects, such as highways, bridges, schools, energy plants, railroads and transportation facilities. During periods of weak demand for steel, our customers may experience significant reductions in their operations, or substantial declines in the prices of the steel they sell. For example, in response to worsening market conditions for the steel industry, U.S. Steel and AK Steel have temporarily idled the iron producing portions of their facilities at Granite City and Ashland, respectively. These and other factors such as labor negotiations or bankruptcy filings may lead certain of our customers to seek renegotiation or cancellation of their existing long-term coke purchase commitments to us, which could have a material adverse effect on our cash flows, financial position, permit compliance or results of operations.
The financial performance of our cokemaking business is substantially dependent upon three customers in the steel industry, and any failure by them to perform under their contracts with us could adversely affect our financial condition, results of operations and cash flows.
Substantially all of our domestic coke sales are currently made under long-term contracts with ArcelorMittal, U.S. Steel and AK Steel. We expect these three customers to continue to account for a significant portion of our revenues for the foreseeable future. If any one or more of these customers were to significantly reduce its purchases of coke from us without a make-whole payment, or default on its agreements with us, or fail to renew or terminate its agreements with us, or if we were unable to sell coke to any one or more of these customers on terms as favorable to us as the terms under our current agreements, our cash flows, financial position and results of operations could be materially and adversely affected.
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 or 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.
We make substantially all of our coke, electricity and steam sales under long-term agreements. 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. 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. Price changes provided in long-term supply agreements may not reflect actual increases in production costs. As a result, such cost increases may reduce profit margins on our long-term coke and energy sales agreements. In addition, contractual provisions for adjustment or renegotiation of prices and other provisions may increase our exposure to short-term price volatility.
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. In addition, declarations of bankruptcy by customers can result in changes in our contracts with less favorable terms. 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


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our current agreements, our cash flows, financial position, permit compliance or results of operations may be materially and adversely affected.
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 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 and may incur significant additional costs for natural gas to maintain the temperature inside our coke oven batteries and 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.
The coke sales agreement and the energy sales agreement with AK Steel at our Haverhill facility are subject to early termination under certain circumstances and any such termination could have a material adverse effect on our results of operations and therefore our ability to distribute cash to unitholders.
The coke sales agreement and the energy sales agreement with AK Steel at our Haverhill II facility, are subject to early termination by AK Steel under certain circumstances and any such termination could have a material adverse effect on our business. The Haverhill coke sales agreement with AK Steel expires on January 1, 2022, with two automatic, successive five-year renewal periods. The Haverhill energy sales agreement with AK Steel runs concurrently with the term of the coke sales agreement, including any renewals, and automatically terminates upon the termination of the related coke sales agreement. The coke sales agreement may be terminated by AK Steel at any time on or after January 1, 2014 upon two years' prior written notice if AK Steel (i) permanently shuts down iron production operations at its steel plant works in Ashland, Kentucky (the Ashland Plant) and (ii) has not acquired or begun construction of a new blast furnace in the U.S. to replace, in whole or in part, the Ashland Plant’s iron production capacity.
If AK Steel were to terminate the Haverhill AK Steel Contracts, we may be unable to enter into similar long-term contracts with replacement customers for all or any portion of the coke previously purchased by AK Steel. Similarly, we may be forced to sell some or all of the previously contracted coke in the spot market, which could be at prices lower than we have currently contracted for and could subject us to significant price volatility. If AK Steel elects to terminate the Haverhill AK Steel Contracts, our cash flows, financial position and results of operations could be materially and adversely affected.
Excess capacity in the global steel industry, including in China,and/or increased exports of coke from producing countries, may weaken demand for steel produced by our U.S. steel industry customers, which, in turn, may reducecustomers' demand for our coke.coke and could materially and adversely affect our future revenues and profitability.
In some countries such as China, steelmaking capacity exceeds demand for steel products. Rather than reducing employment by matching production capacity to consumption, steel manufacturers in these countries (often with local government assistance or subsidies in various forms) may export steel at prices that are significantly below their home market prices and that may not reflect their costs of production or capital. The availability of this steel at such prices has negatively affected ourOur steelmaking customers, who may have to decrease the prices that they charge for steel, or take other action, as the supply of steel increases. For example, in responseThe profitability and financial position of our steelmaking customers may be adversely affected, causing such customers to worsening market conditions for the steel industry, U.S. Steel and AK Steel have temporarily idled their facilities at Granite City and Ashland, respectively. Our customers also may reduce their demand for our coke correspondingly, and makemaking it more likely that they may seek to renegotiate their contracts with us or fail to pay for the coke they are required to take under our contracts. The profitability and financial positionIn addition, future increases in exports of coke from China and/or other coke-producing countries also may reduce our steelmaking customers may be adversely affected, which in turn,customers' demand for coke capacity. Such reduced demand for our coke could adversely affect the certainty of our long-term relationships with thoseour customers as well as our ability to sell excess capacity in the spot market, and our own results of operations.
Increased exports of coke from producing countries may weaken our customers’ demand for coke capacity.
In recent years, significantly increased availability and supply of Chinese coke has exerted downward pressure on the pricing of coke sold by VISA SunCoke, our Indian joint venture. Future increases in exports of coke from China and/or other producing countries may reduce our customers’ demand for coke capacity, which could 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 excess capacity in the spot market, and could materially and adversely affect our future revenues and profitability.
Our cokemaking business is subject to operating risks, some of which are beyond our control, that could result in a material increase in our operating expenses.
Factors beyond our control could disrupt our cokemaking operations, adversely affect our ability to service the needs of our customers, and increase our operating costs, all of which could have a material adverse effect on our results of operations. Such factors could include:
earthquakes, subsidence and unstable ground or other conditions that may cause damage to infrastructure or personnel;




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fire, explosion, or other major incident causing injury to personnel and/or equipment, resulting in all or part of the cokemaking operations at one of our facilities to cease, or be severely curtailed for a period of time;
processing and plant equipment failures, operating hazards and unexpected maintenance problems affecting our cokemaking operations or our customers; and
adverse weather and natural disasters, such as severe winds, heavy rains, snow, flooding, extremes of temperature, and other natural events affecting cokemaking operations, transportation, or our customers.
If any of these conditions or events occur, our cokemaking operations may be disrupted, operating costs could increase significantly, and we could incur substantial losses in this business segment. Disruptions in our cokemaking operations could materially and adversely affect our financial condition, or results of operations.
We are exposed to specific risks inherent in doing business in countries other than the U.S., which could adversely affect our results of operations and profitability.
Our foreign operations (e.g. in Brazil and India) expose us to several risks that are beyond our control, including, among other things, political and economic instability within the host country; foreign government regulations that favor or require the awarding of contracts to local competitors; difficulty recruiting and retaining management of our overseas operations; difficulties in collecting accounts receivable and longer collection periods; changing taxation policies; fluctuations in currency exchange rates; revaluations, devaluations and restrictions on repatriation of currency; and import/export quotas and restrictions or other trade barriers.
Income from operation of the Vitória, Brazil cokemaking facility may be affected by global and regional economic and political factors and the policies and actions of the Brazilian government.
The Vitória cokemaking facility is owned ArcelorMittal Brasil, S.A. We earn income from the Vitória, Brazil operations through licensing and operating fees earned at the Brazilian cokemaking facility payable to us under long-term agreements with ArcelorMittal Brasil, S.A. These revenues depend on continuing operations and, in some cases, certain minimum production levels being achieved at the Vitória cokemaking facility. In the past, the Brazilian economy has been characterized by frequent and occasionally extensive intervention by the Brazilian government and unstable economic cycles. The Brazilian government has changed in the past, and may change monetary, taxation, credit, tariff and other policies to influence Brazil’s economy in the future. If the operations at Vitória cokemaking facility are interrupted or if certain minimum production levels are not achieved, we will not be able to earn the same licensing and operating fees as we are currently earning, which could have an adverse effect on our financial position, results of operations and cash flows.
We face increasing competition both from alternative steelmaking and cokemaking technologies that have the potential to reduce or completely eliminate the use of coke, which may reduce the demand for the coke we produce and which could have an adverse effect on our results of operations.
Historically, coke has been used as a main input in the production of steel in blast furnaces. However, some blast furnace operators have reduced the amount of coke per ton of hot metal through alternative injectants, such as natural gas and pulverized coal, and the use of these coke substitutes could increase in the future, particularly in light of current low natural gas prices. Many steelmakers also are exploring alternatives to blast furnace technology that require less or no use of coke. For example, electric arc furnace technology is a commercially proven process widely used in the U.S. As these alternative processes for production of steel become more widespread, the demand for coke, including the coke we produce, may be significantly reduced, and this reduction could have a material and adverse effect on our financial position, results of operations and cash flows.
We also face competition from alternative cokemaking technologies, including both by-product and heat recovery technologies. As these technologies improve and as new technologies are developed, competition in the cokemaking industry may intensify.
Certain provisions in our long-term coke agreements may result in economic penalties to us, or may result in termination of our coke sales agreements for failure to meet minimum volume requirements, coal-to-coke yields or other required specifications, and certain provisions in these agreements and our energy sales agreements may permit our customers to suspend performance.
Our agreements for the supply of coke, energy and/or steam, contain provisions requiring us to supply minimum volumes of our products to our customers. To the extent we do not meet these minimum volumes, we are generally required under the terms of our coke sales agreements to procure replacement supply to our customers at the applicable


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contract price or potentially be subject to cover damages for any shortfall. 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. Our coke sales agreements also contain provisions requiring us to deliver coke that meets certain quality thresholds. Failure to meet these specifications could result in economic penalties, including price adjustments, the rejection of deliveries or termination of our agreements. To the extent that we do not meet the coal-to-coke yield standard in an agreement, we are responsible for the cost of the excess coal used in the cokemaking process.
Our coke and energy sales agreements contain force majeure provisions allowing temporary suspension of performance by our customers for the duration of specified events beyond the control of our customers. Declaration of force majeure, coupled with a lengthy suspension of performance under one or more coke or energy sales agreements, may seriously and adversely affect our cash flows, financial position and results of operations.
To the extent we do not meet coal-to-coke yield standards in our coke sales agreements, we are responsible for the cost of the excess coal used in the cokemaking process, which could adversely impact our results of operations and profitability.
Our ability to pass through our coal costs to our customers under our coke sales agreements is generally subject to our ability to meet some form of coal-to-coke yield standard. To the extent that we do not meet the yield standard in the contract, we are responsible for the cost of the excess coal used in the cokemaking process. We may not be able to meet the yield standards at all times, and as a result we may suffer lower margins on our coke sales and our results of operations and profitability could be adversely affected.
Failure to maintain effective quality control systems at our cokemaking facilities could have a material adverse effect on our results of operations.
The quality of our coke is critical to the success of our business. For instance, our coke sales agreements contain provisions requiring us to deliver coke that meets certain quality thresholds. If our coke fails to meet such specifications, we could be subject to significant contractual damages or contract terminations, and our sales could be negatively affected. The quality of our coke depends significantly on the effectiveness of our quality control systems, which, in turn, depends on a number of factors, including the design of our quality control systems, our quality-training program, our laboratories and our ability to ensure that our employees adhere to our quality control policies and guidelines. Any significant failure or deterioration of our quality control systems could have a material adverse effect on our results of operations.
If we are unable to realize the anticipated benefits from planned maintenance activities and additional measures to control costs at our Indiana Harbor cokemaking operations, our future financial performance, results of operations and cash flows could be materially and adversely affected.
During the third quarter of 2015, we implemented a more holistic approach for stabilizing our Indiana Harbor cokemaking operations to address deteriorating coke oven conditions and to improve plant costs and capital performance, including rebuilding certain ovens. Previous coke oven and plant refurbishment efforts have not delivered expected results.
Despite the recently implemented comprehensive plan of refurbishment to restore the integrity of coke oven structures as well as the more holistic focus on operating the plant in an optimal manner, unexpected costs and challenges may arise and there is a risk of continuing mechanical failures and deterioration of assets leading to production curtailments, shutdowns or additional expenditures at our Indiana Harbor operations, any or all of which could significantly disrupt our coke production and our ability to supply coke to our customer.
If the implementation of these systematic planned maintenance activities to improve operating performance at Indiana Harbor (and related additional measures to control and benchmark costs) do not produce the expected benefits, our future financial performance, results of operations and cash flows could be materially and adversely affected.
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.
AllSubstantially all of the metallurgical coal used to produce coke at our cokemaking facilities is purchased from third-parties under one-year contracts, except for the Jewell facility, which purchases a substantial portion of its metallurgical coal under a five-year contract with prices reset annually. We cannot assure that there will continue to be an ample supply of metallurgical coal available or that wethese facilities will be able to supply these facilitiessupplied 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. The failure of our coal suppliers to meet their supply commitments could materially and adversely


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impact our results of operations ifIf we are not able to make up the shortfalls resulting from such supply failures through purchases of coal from other sources.sources, the failure of our coal suppliers to meet their supply commitments could materially and adversely impact our results of operations and, ultimately, impact the structural integrity of our coke oven batteries.
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 long-term agreements with coal mixing service providers that are coterminous with our coke sales agreements. 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.
Limitations on the availability and reliability of transportation, and increases in transportation costs, particularly rail systems, could materially and adversely affect our ability to obtain a supply of coal and deliver coke to our customers.
Our ability to obtain coal depends primarily on third-party rail systems and to a lesser extent river barges. If we are unable to obtain rail or other transportation services, or are unable to do so on a cost-effective basis, our results of operations could be adversely affected. Alternative transportation and delivery systems are generally inadequate and not suitable to handle the quantity of our shipments or to ensure timely delivery. The loss of access to rail capacity could create


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temporary disruption until the access is restored, significantly impairing our ability to receive coal and resulting in materially decreased revenues. Our ability to open new cokemaking facilities may also be affected by the availability and cost of rail or other transportation systems available for servicing these facilities.
Our coke production obligations at our Jewell cokemaking facility and one half of 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. Disruption of these transportation services because of weather-related problems, 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.
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. The degree of future protection for our proprietary rights is uncertain. We rely on patents to protect a significant part 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. Furthermore, the claims in patents that have been issued to us or our subsidiaries or that may be issued to us in the future may not be sufficiently broad to prevent third parties from using cokemaking technologies and heat recovery processes similar to ours. In addition, the laws of various foreign countries in which we plan to compete may not protect our intellectual property to the same extent as do the laws of the United States. If we fail to obtain adequate patent protection for our proprietary technology, our ability to be commercially competitive may be materially impaired.  
Income from operation of the Vitória, Brazil cokemaking facility may be affected by global and regional economic and political factors and the policies and actions of the Brazilian government.
The Vitória cokemaking facility is owned ArcelorMittal Brazil. We earn income from the Vitória, Brazil operations through licensing and operating fees earned at the Brazilian cokemaking facility payable to us under long-term agreements with ArcelorMittal Brazil. These revenues depend on continuing operations and, in some cases, certain minimum production levels being achieved at the Vitória cokemaking facility. In the past, the Brazilian economy has been characterized by frequent and occasionally extensive intervention by the Brazilian government and unstable economic cycles. The Brazilian government has changed in the past, and may change monetary, taxation, credit, tariff and other policies to influence Brazil’s economy in the future. If the operations at Vitória cokemaking facility are interrupted or if certain minimum production levels are not achieved, we will not be able to earn the same licensing and operating fees as we are currently earning, which could have an adverse effect on our financial position, results of operations and cash flows.
Risks Related to Our Coal Logistics Business
The financial performance of our coal logistics business is substantially dependent upon a limited number of customers, and the loss of these customers, or any failure by them to perform under their contracts with us, could adversely affect the results of operations and cash flows of our coal logistics business.
The financial performance of our coal logistics business is substantially dependent upon a limited number of customers. The loss of any of these customers (or financial difficulties at any of these customers, which result in nonpayment or nonperformance) could have a significant and adverse effect on our business, results of operations and financial condition, and/or our ability to make cash distributions at currently anticipated levels. For example, a significant portion of our revenues and cash flows from CMT are derived from long-term take-or-pay contracts with Foresight Energy LP and Murray American Coal. These agreements require such customers either to purchase all of our contracted coal handling services or to pay the contract prices for the coal handling services they do not accept. We expect these two customers to continue to account for a significant portion of the revenues of our coal logistics business for the foreseeable future.  If either or both of these customers were to significantly reduce its purchases of coal terminalling, mixing or transportation services from us, or to default on their agreements with us, or fail to renew or terminate their agreements with us, or if we were unable to sell such coal logistics services to these customers on terms as favorable to us as the terms


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under our current agreements, the cash flows and results of our coal logistics operations could be materially and adversely affected.  We also are exposed to the credit risk of these customers, and any significant unanticipated deterioration of their creditworthiness and resulting increase in nonpayment or nonperformance by them could have a material adverse effect on the cash flows and/or results of our coal logistics operations.
The growth and success of our coal 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 coal logistics business adversely. As a consequence, the operating results and cash flows of our coal logistics business could be materially and adversely affected.
The financial results of our Coal Logisticslogistics business segment are significantly affected by the demand for both thermal coal and metallurgical coal. An extended decline in our customers’ demand for either thermal or metallurgical coals could result in a reduced need for the coal mixing, terminalling and transloading services we offer, thus reducing throughput and utilization of our coal logistics assets. Demand for such coals may fluctuate due to factors beyond our control:
The demand for thermal coal can
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. The amount of thermal coal consumed for electric power generation is affected primarily by the overall demand for electricity, the availability, quality and price of competing fuels for power generation, and governmental regulation. For example, over the past few years, production of natural gas in the U.S. has increased dramatically, which has resulted in lower natural-gas prices. As a result of sustained low natural gas prices, coal-fuel generation plants have been displaced by natural-gas fueled generation plants. In addition, state and federal mandates for increased use of electricity from renewable energy sources, or the retrofitting of existing coal-fired generators with pollution control systems, also could adversely impact the demand for electricity, the availability, quality and price of competing fuels for power generation, and governmental regulation. For example, over the past few years, production of natural gas in the U.S. has increased dramatically, which has resulted in lower natural-gas prices. As a result of sustained low natural gas prices, coal-fuel generation plants have been displaced by natural-gas fueled generation plants. In addition, state and federal mandates for increased use of electricity from renewable energy sources, or the retrofitting of existing coal-fired generators with pollution control systems, also could adversely impact the demand for


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thermal coal. Finally, unusually warm winter weather may reduce the commercial and residential needs for heat and electricity which, in turn, may reduce the demand for thermal coal; and
The demand for metallurgical coal for use in the steel industry may be impacted adversely by economic downturns resulting in decreased demand for steel and an overall decline in steel production. A decline in blast furnace production of steel may reduce the demand for furnace coke, an intermediate product made from metallurgical coal. Decreased demand for metallurgical coal also may result from increased steel industry utilization of processes that do not use, or reduce the need for, furnace coke, such as electric arc furnaces, or blast furnace injection of pulverized coal or natural gas.
The Partnership's CMT is impacted by seaborne export market dynamics.  Fluctuations in the benchmark price for coal delivery into northwest Europe, as referenced in the API2 index price, influence our customers' decisions to place tons into the export market and thus impact transloading volumes through our terminal facility. 
Metallurgical coal demand: may be impacted adversely by economic downturns resulting in decreased demand for steel and an overall decline in steel production. A decline in blast furnace production of steel may reduce the demand for furnace coke, an intermediate product made from metallurgical coal. Decreased demand for metallurgical coal also may result from increased steel industry utilization of processes that do not use, or reduce the need for, furnace coke, such as electric arc furnaces, or blast furnace injection of pulverized coal or natural gas.
Additionally, fluctuations in the market price of coal can greatly affect production rates and investments by third-parties in the development of new and existing coal reserves. Mining activity may decrease as spot coal prices decrease. 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. A material decrease in coal mining production in the areas of operation for our coal 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 coal logistics facilities, which would reduce our revenues and operating income.
Decreased demand for thermal or metallurgical coals, and extended or substantial price declines for coal could adversely affect our operating results for future periods and our ability to generate cash flows necessary to improve productivity and expand operations. The cash flows associated with our coal 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. Future growth and profitability of our coal 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. 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 coal logistics business.
Our failure to obtain or renew surety bonds on acceptable terms could materially and adversely affect our ability to secure our reclamation obligations and, therefore, our ability to operate our coal logistics business.
Federal and state laws require us to obtain surety bonds to secure performance or payment of certain long-term obligations, such as reclamation costs, federal and state workers’ compensation costs and other obligations. Surety bond issuers and holders may not continue to renew the bonds or may demand higher fees, additional collateral, including letters of credit,


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or other terms less favorable to us upon renewals. We are also subject to increases in the amount of surety bonds required by the Surface Mining Control and Reclamation Act and other federal and state laws as these laws, or interpretations of these laws, change. Because we are required by state and federal law to have these bonds in place before activities at our coal logistics operations can commence or continue, our failure to maintain (or inability to acquire) these bonds would have a material and adverse impact on us. That failure could result from a variety of factors, including: lack of availability, higher expense or unfavorable market terms of new bonds; restrictions on availability of collateral for current and future third-party surety bond issuers under the terms of future indebtedness; our inability to meet certain financial tests with respect to a portion of the reclamation bonds; and the exercise by third-party surety bond issuers of their right to refuse to renew, or to issue, new bonds.
Our coal logistics business is subject to operating risks, some of which are beyond our control, which could result in a material increase in our operating expenses.
Factors beyond our control could disrupt our coal 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 adverse effect on our results of operations. Such factors could include:
geological, hydrologic, or other conditions that may cause damage to infrastructure or personnel;
a major incident that causes all or part of the coal logistics operations at a site to cease for a period of time;
processing and plant equipment failures and unexpected maintenance problems;
adverse weather and natural disasters, such as heavy rains or snow, flooding, extreme temperatures and other natural events affecting coal logistics operations, transportation, or customers;
possible legal challenges to the renewal of key permits, which may lead to their renewal on terms that restrict our terminalling operations, or impose additional costs on our operations.
If any of these conditions or events occur, our coal logistics operations may be disrupted, operating costs could increase significantly, and we could incur substantial losses in this business segment. Disruptions in our coal logistics operations could seriously and adversely affect our financial condition, or results of operations.
Deterioration in the global economic conditions in any of the industries in which our customers operate, or sustained uncertainty in financial markets, may have adverse impacts on our business and financial condition that we currently cannot predict.
Economic conditions in a number of industries in which our customers operate, such as electric power generation and steel making, have substantially deteriorated in recent years and reduced the demand for coal. Factors that could materially impact our business include:
demand for electricity in the U.S. is impacted by industrial production, which if weakened would negatively impact the revenues, margins and profitability of our coal logistics business;
demand for metallurgical coal depends on steel demand in the U.S. and globally, which if weakened would negatively impact the revenues, margins and profitability of our coal logistics business;
the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables; and
our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for potential acquisitions, or other growth opportunities.
The geographic location of the Convent Marine Terminal could expose the Partnershipus to potential significant liabilities, including operational hazards and unforeseen business interruptions, that could substantially and adversely affect the Partnership’sour future financial performance.
The Partnership’s Convent Marine TerminalCMT is located in the Gulf Coast region, and its operations are subject to operational hazards and unforeseen interruptions, including interruptions from hurricanes or floods, which have historically impacted the region with some regularity. If any of these events were to occur, the Partnershipwe could incur substantial losses because of personal injury or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related operations.


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Risks Related to Our Legacy Coal Mining Business
Our former coal mining operations were subject to governmental regulations pertaining to employee health and safety and mandated benefits for retired coal miners. Following the divestiture of our coal mining operations, compliance with such regulations has continued to impose significant costs on our business.
Our former coal mining operations were subject to strict regulation by federal, state and local authorities with respect to matters such as employee health and safety and mandated benefits for retired coal miners. Even after divestiture of our coal mining business, compliance with these requirements has continued to impose significant costs on us. As a former coal mine operator, federal law required us to secure payment of federal black lung benefits to claimants who were employees, and to contribute to a trust fund for payment of benefits and medical expenses to claimants who last worked in the coal industry before January 1, 1970. At December 31, 2016, our liabilities for coal workers’ black lung benefits totaled approximately $50.2 million. Our business could be materially and adversely harmed if these liabilities, including the number and award size of claims, were increased. See “Item 1. Business-Legal and Regulatory Requirements-Other Regulatory Requirements.”
Risks Related to Ownership of Our Common Stock
Your percentage ownership in us may be diluted by future issuances of capital stock or securities or instruments that are convertible into our capital stock, which could reduce your influence over matters on which stockholders vote.
Our Board of Directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, shares that may be issued to satisfy our obligations under our incentive plans, shares of our authorized but unissued preferred stock and securities and instruments that are convertible into our common stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, likely would result in your interest in us being subject to the prior rights of holders of that preferred stock.
Our ability to pay dividends on our common stock may be limited by restrictive covenants in our debt agreements and by other factors.
Our Board of Directors has suspended the Company's dividend. Any declaration and payment of future dividends to holders of our common stock will be limited by restrictive covenants contained in our debt agreements, and will be at the sole discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant.
Further, we may not have sufficient surplus under Delaware law to be able to pay any dividends in the future. The absence of sufficient surplus may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures or increases in reserves.


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Provisions of our amended and restated articles of incorporation, our amended and restated by-laws and the Delaware General Corporation Law (the “DGCL”) could discourage potential acquisition proposals and could deter or prevent a change in control.
Our amended and restated articles of incorporation and amended and restated by-laws contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover. These provisions include:
a Board of Directors that is divided into three classes with staggered terms;
action by written consent of stockholders may only be taken unanimously by holders of all our shares of common stock;
rules regarding how our stockholders may present proposals or nominate directors for election at stockholder meetings;
the right of our Board of Directors to issue preferred stock without stockholder approval;
limitations on the right of stockholders to remove directors; and
limitations on our ability to be acquired.
The DGCL also imposes some restrictions on mergers and other business combinations between us and any holder of 15 percent or more of our outstanding common stock.


27



We believe that these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is in our best interests and that of our stockholders.
Any or all of the foregoing provisions could limit the price that some investors might be willing to pay in the future for shares of our common stock.
A person or group could establish a substantial position in SunCoke Energy, Inc. stock.
We do not have a shareholder rights plan which may make it easier for a person or group to acquire a substantial position in SunCoke Energy, Inc. stock. Such person or group may have interests adverse to the interests of our other stockholders.
Risks Related to Our Master Limited PartnershipLegacy Coal Mining Business
There can be no assurance that our proposed acquisition of allOur former coal mining operations were subject to governmental regulations pertaining to employee health and safety and mandated benefits for retired coal miners. Following the outstanding common units of the Partnership that we do not already own will be agreed upon, approved and ultimately consummated, and the terms of any such transaction may differ materially from those originally proposed.
On October 31, 2016, we announced that we had submitted a proposal to the Board of Directors of the general partner of the Partnership regarding the Simplification Transaction, pursuant to which we proposed to acquire all of the Partnership’s common units that we do not already own. Under the terms of the proposal, Partnership common unitholders would receive approximately 1.65 new sharesdivestiture of our common stock for each Partnership common unit.coal mining operations, compliance with such regulations has continued to impose significant costs on our business.
The proposal was made to the Board of Directors of the Partnership’s general partner, which is an indirect wholly owned subsidiary of ours, and the Board of Directors of the Partnership’s general partner has delegated the authority to review and evaluate the proposal to its Conflicts Committee. The Conflicts Committee, which is composed of only the independent directors of the Board of Directors of the Partnership’s general partner, is considering the proposal pursuant to applicable procedures established in the Partnership’s partnership agreement and the Conflicts Committee’s charter. The Simplification Transaction isOur former coal mining operations were subject to the negotiationstrict regulation by federal, state and execution of a mutually acceptable agreement and plan of merger, which would provide the definitive terms of the transaction. The closing of the Simplification Transaction also is conditioned upon customary regulatory approvals. If an agreement is reached and definitive terms ultimately are approved by our Board of Directors and that of the Partnership’s general partner, the transaction also will require approval by a majority of votes cast by our shareholders at a meeting, and approval by a majority of the Partnership’s outstanding common units, including the common units held by our affiliates. Through our affiliates, we own approximately 53.9 percent of the Partnership’s outstanding common units, which we intend to vote in favor of the Simplification Transaction.
We cannot predict whether the terms of the Simplification Transaction will be agreed upon by our Board of Directors and the Conflicts Committee or whether any such transaction would be approved by our shareholders. We also cannot predict the timing, final structure and other terms of any potential transaction, and the terms of any such transaction may differ materially from those that we originally proposed. Any decrease in the market prices of our common stock would result in a corresponding proportional decrease in the value of the common stock that the Partnership’s unitholders would receive in the event the Simplification Transaction were consummated on the terms proposed. In addition, any changes in the market prices of our common stock or the Partnership’s common units could affect whether our Board of Directors, the Conflicts Committee, and our shareholders ultimately approve the proposed transaction, or if such approval is granted, the terms on which the proposed transaction is approved.
If the Simplification Transaction does not occur, then our strategic options may be limited and, as a result, our business prospects may be negatively affected. If a transaction is not agreed upon, approved and consummated for any reason, we may be subject to a number of other risks, including the following:
the current market price of our common stock and of the common units of the Partnership may be adversely affected and a failure to agree upon, approve and consummate a transaction could result in negative publicity or a negative impression of us or of the Partnership in the investment community, and in turn cause a decline in the market price of our shares and the Partnership’s common units.
our shareholders may not realize the potential benefits from the Simplification Transaction.
There may be substantial disruption to our business and distraction of our management and employees as a result of the Simplification Transaction, and the uncertainty associated with the proposed transaction may otherwise adversely impact our operations and relationships with key stakeholders.


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There may be substantial disruption to our business and distraction of our management and employees from day-to-day operations because matters related to the Simplification Transaction may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial to us.
In addition, the uncertainty surrounding whether or when the Simplification Transaction will occur and other aspects of such a transaction, may adversely affect our ability to attract and retain qualified personnel. The uncertainty relating to the possibility of the Simplification Transaction may increase the risk that we could experience higher than normal rates of attrition or that we experience increased difficulty in attracting qualified personnel or incur higher expenses to do so. High levels of attrition among management and/or other employees or difficulties or increased expense incurred to replace any personnel who leave, could materially adversely affect our business or results of operations.
We own a significant equity interest in the Partnership.
We own the general partner of the Partnership, which holds a 2 percent ownership interest and IDRs, and we currently own a 53.9 percent interest, in the Partnership. The Partnership holds a 98 percent interest in each of three entities that own our Haverhill, Ohio, Middletown, Ohio, and Granite City, Illinois cokemaking facilities and related assets. The Partnership also owns coal terminals and related assets that provide coal handling and mixing services in Louisiana and West Virginia. All of the Partnership’s coke sales, and certain of its coal logistics services, are made pursuant to long-term, take-or-pay agreements, and our financial statements include the consolidated results of the Partnership. The Partnership is subject to operating and regulatory risks which are substantially similar to our own. The occurrence of any of these risks could directly or indirectly affect the Partnership’s, as well as our, financial condition, results of operations and cash flows as the Partnership is a consolidated subsidiary. For additional information about the Partnership, see “Cokemaking Operations” and “Formation of a Master Limited Partnership” in Business and Management’s Discussion and Analysis of Financial Condition and Operating Results (Items 1 and 7), respectively.
We derive a portion of our cash flows from the quarterly cash distributions we receive due to our equity ownership interest in the Partnership.  If the Partnership is unable to generate sufficient cash flow, its ability to pay quarterly distributions to unitholders (including us) at current levels, or to increase its quarterly distributions in the future, could adversely impact our cash position.
The Partnership’s ability to pay quarterly distributions depends primarily on cash flow. The Partnership’s ability to generate sufficient cash from operations is largely dependent upon its ability to successfully manage its business which may be affected by economic, financial, competitive, and regulatory factors beyond the Partnership’s control.  To the extent the Partnership does not have adequate cash reserves, its ability to pay quarterly distributions to its common unitholders (including us) at current levels, or to increase its quarterly distributions in the future, could be adversely affected.  Due to our equity ownership interest in the Partnership, we derive a portion of our cash flows from the quarterly cash distributions we receive.  If we are unable to obtain sufficient funds from the Partnership at current or increased levels, our cash position could be adversely affected.
We are party to an omnibus agreement with the Partnership that exposes us to various risks and uncertainties.
In connection with the initial public offering of the Partnership and the related contribution to the Partnership of an interest in each of our Haverhill, Ohio and Middletown, Ohio cokemaking facilities, we entered into an omnibus agreement with the Partnership. This omnibus agreement was later amended in connection with the contribution to the Partnership of an interest in our Granite City, Illinois cokemaking assets. Pursuant to this omnibus agreement, we have agreed to grant the Partnership preferential rights to pursue certain growth opportunities we identify in the U.S. and Canada and a right of first offer to acquire certain of our cokemaking assets located in the U.S. and Canada for so long as we control the Partnership’s general partner. In addition, pursuant to this agreement, we have agreed, for a period of five years from the closing of the initial public offering, to make the Partnership whole, in certain circumstances, to the extent of a customer’s failure to satisfy its obligations or to the extent a customer’s obligations are reduced. Additionally, pursuant to this agreement, we have agreed to indemnify the Partnership for certain environmental remediation projects costs arising prior to the contribution of the interests in the Haverhill, Ohio, Middletown, Ohio and Granite City, Illinois cokemaking facilities. The omnibus agreement further provides that we will fully indemnify the Partnershiplocal authorities with respect to certain tax liabilities arising priorenvironmental matters such as reclamation, and to or in connectionmatters such as employee health and safety and mandated benefits for retired coal miners. Even after divestiture of our coal mining business, compliance with the contributionthese reclamation and benefits requirements has continued to impose significant costs on us. As a former coal mine operator, federal law requires us to secure payment of the interestsfederal black lung benefits to claimants who were employees, and to contribute to a trust fund for payment of benefits and medical expenses to claimants who last worked in the Haverhill, Ohio, Middletown, Ohio and Granite City, Illinois cokemaking facilities, and that we will cure or fully indemnify the Partnership for losses resulting from certain title defects at the properties owned by the Partnership or its subsidiaries. Our obligations and the extent of our exposures that may arise under the omnibus agreement are subject to various contingencies and cannot be estimated with certainty at this time.
The value of our investment in the Partnership depends on the Partnership's status as a partnership for federal income tax purposes, as well as the Partnership not being subject to a material amount of entity-level taxation by


29



individual states. The Internal Revenue Service (“IRS”) has issued final regulations which would result in the Partnership being treated as a corporation for federal income tax purposes and subject to entity-level taxation beginningcoal industry before January 1, 2028. In addition, the IRS may challenge the Partnership’s status as a partnership1970. At December 31, 2019, our liabilities for federal income tax purposes from the time of the Partnership's initial public offering. If the IRS were to treat the Partnership as a corporation for federal income tax purposes or the Partnership were to become subject to material additional amounts of entity-level taxation for state tax purposes, then the value of our investment in the Partnershipcoal workers’ black lung benefits totaled $55.1 million. Our business could be substantially reduced.
The anticipated after-tax economic benefit of our investment in the Partnership depends largely on the Partnership being treated as a partnership for federal income tax purposes. Despite the fact that the Partnership is organized as a limited partnership under Delaware law, the Partnership would be treated as a corporation for federal income tax purposes unless more than 90 percent of its income is from certain specified sources (the “Qualifying Income Exception”) under Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”).
On January 19, 2017, the IRSmaterially and the US Department of Treasury issued qualifying income regulations (the “Final Regulations”) regarding the Qualifying Income Exception.  The Final Regulations were published in the Federal Register on January 24, 2017, and apply to taxable years beginning on or after January 19, 2017.  Under the Final Regulations, the Partnership’s cokemaking operations have been excluded from the definition of qualifying income activities, subject to a ten-year transition period.  As a result, the following consequences might ensue:
If the Partnership’s income from cokemaking operations “was qualified income under the statute as reasonably interpreted prior to May 6, 2015,” then the Partnership will have a transition period ending on December 31, 2027, during which it can treat income from its existing cokemaking activities as qualifying income. The Partnership’s transitional status during this period is likely to impair the growth prospects of the Partnership, and we do not expect that the Partnership would acquire additional cokemaking operations from third parties or from us without receipt of an IRS private letter ruling confirming the availability of the transition period as applied to the income from such an acquisition. 
The IRS might challenge treatment by the Partnership of income from its cokemaking operations as qualifying income by asserting that such treatment did not rely upon a reasonable interpretation of the statute prior to May 6, 2015. If so, nothing would preclude the IRS from challenging the Partnership’s status as a partnership for federal income tax purposes from the time of the Partnership’s initial public offering.  If this challenge were to occur and prevail, (i) the Partnership would be taxed retroactively asadversely harmed if it were a corporation at federal and state tax rates, likely resulting in a material amount of taxable income and taxes in certain open years, (ii) historical and future distributions would generally be taxed again as corporate distributions and (iii) no income, gains, losses, deductions or credits recognized by the Partnership would flow to unitholders of the Partnership. This would result in a material reduction in the Partnership’s cash flow and after-tax return to the Partnership’s unitholders and the recording of an income tax provision and a reduction in net income.
If, notwithstanding our confidence regarding the Partnership’s eligibility to use the transition period based on the Partnership’s belief and a legal opinion from outside counsel, the IRS were to challenge the Partnership’s eligibility to qualify for the transition period or the Partnership’s position that it has satisfied the Qualifying Income Exception from the time of its IPO, the Partnership would vigorously disagree with such a challenge, although we can provide no assurance of the Partnership’s likelihood of, or costs associated with, prevailing. For more information, see “Management’s Discussion and Analysis-Final Regulations”. 
    A successful IRS contest of the federal income tax positions the Partnership takes may impact adversely the market for its common units, and the costs of any IRS contest could reduce the Partnership’s cash available for distribution to unitholders, including us. If the Partnership were treated as a corporation for federal income tax purposes, it would pay federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 35 percent, and would likely pay state income tax at varying rates. Because tax would be imposed upon the Partnership as a corporation, its after tax earnings and therefore its ability to distribute cash to us would be substantially reduced. Therefore, treatment of the Partnership as a corporation would result in a material reduction in the Partnership’s anticipated cash flow and after-tax return to the unitholders, likely causing a substantial reduction in the value of our investment in the Partnership.
The tax treatment of publicly traded partnerships or an investment in the Partnership’s common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.


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The present federal income tax treatment of publicly traded partnerships,these liabilities, including the Partnership, or an investment in its common units, may be modified by administrative, legislative or judicial interpretation at any time. Any modification to the federal income tax lawsnumber and interpretations thereof may or may not be applied retroactively. Moreover, any such modification could make it more difficult or impossible for the Partnership to meet the exception which allows publicly traded partnerships that generate qualifying income to be treated as partnerships (rather than corporations) for U.S. federal income tax purposes, affect or cause us to change our business activities, or affect the tax consequencesaward size of an investment in its common units. For example, as discussed above, on January 24, 2017, Final Regulationsclaims, were published in the Federal Registerincreased. See “Item 1. Business-Legal and apply to taxable years beginning on or after January 19, 2017. The Final Regulations will likely affect the Partnership’s ability to continue to qualify as a publicly traded partnership.Regulatory Requirements-Other Regulatory Requirements.”



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Item 1B.Unresolved Staff Comments
None.


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Item 2.
Properties
We own the following real property:
Approximately 661600 acres in Vansant (Buchanan County), Virginia and McDowell County, West Virginia, on which the Jewell cokemaking facility is located, along with an additional approximately 1,675 acres including the offices, warehouse and support buildings for our Jewell coal and coke affiliates located in Buchanan County, Virginia, as well as other general property holdings and unoccupied land in Buchanan County, Virginia and McDowell County, West Virginia.land.
Approximately 400 acres in Franklin Furnace (Scioto County), Ohio, on whichat and around the area where the Haverhill cokemaking facility (both the first and second phases) is located.
Approximately 4145 acres in Granite City (Madison County), Illinois, adjacent to the U.S. Steel Granite City Works facility, on which the Granite City cokemaking facility is located. Upon the earlier of ceasing production at the facility or the end of 2044, U.S. Steel has the right to repurchase the property, including the facility, at the fair market value of the land. Alternatively, U.S. Steel may require us to demolish and remove the facility and remediate the site to original condition upon exercise of its option to repurchase the land.
Approximately 250 acres in Middletown (Butler County), Ohio near AK Steel’s Middletown Works facility, on which the Middletown cokemaking facility is located.
Approximately 180 acres in Ceredo (Wayne County), West Virginia on which KRT has one coal terminal and one liquids terminaltwo terminals for its coal mixing and/or handling services along the Ohio and Big Sandy Rivers.
Approximately 174175 acres in Convent (St. James Parish), Louisiana, on which CMT is located.
We lease the following real property:
Approximately 8890 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. The leased property is inside ArcelorMittal’s Indiana Harbor Works facility and is part of an enterprise zone. As lessee of the property, we are responsible for restoring the leased property to a safe and orderly condition.
Approximately 22300 acres of land located in Buchanan County, Virginia, on which one ofat and around the area where our DRT coal handling terminalsterminal is located.
Approximately 2530 acres in Belle (Kanawha County), West Virginia, on which KRT has a coal terminal for its coal mixing and/or handling services along the Kanawha River.
Our corporate headquarters is located in leased office space in Lisle, Illinois under an 11-year lease that commenced in 2011.
While the Company completed the disposal of its coal mining business in April 2016, we continue to leasehave rights to small parcels of land, mineral rights and coal mining rights for approximately 3540 thousand acres of land in Buchanan and Russell Counties, Virginia. Substantially all of the leases are “life of mine”These agreements that extend our mining rights until all reserves have been recovered. These leases convey mining rights to us in exchange for payment of certain immaterial royalties and/or fixed fees.


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Item 3.
Legal Proceedings
The information presented in Note 1513 to our consolidated financial statements within this Annual Report on Form 10-K is incorporated herein by reference.
Many 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. Although the ultimate outcome of these proceedings cannot be ascertained at this time, it is reasonably possible that some of them could be resolved unfavorably to us. Our management believes that any liabilities that may arise from such matters would not be material in relation to our business or our consolidated financial position, results of operations or cash flows at December 31, 2016.2019.


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Item 4.
Mine Safety Disclosures
While the Company divested substantially all of its remaining coal mining assets in April 2016, certain retained coal mining assets remain subject to Mine Safety and Health Administration ("MSHA") regulatory purview and the Company continues to own certain coal logistics assets that are also 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.





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PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities
Market Information
Shares of our common stock have been tradingtrade under the stock trading symbol “SXC” on the New York Stock Exchange since July 21, 2011. The table below provides quarterly price ranges of our common stock for the two most recent fiscal years, based on the high and low prices from intraday trades.
 2016 2015
 High Low High Low
First quarter$6.63
 $2.05
 $19.56
 $14.38
Second quarter$8.19
 $5.14
 $17.96
 $12.78
Third quarter$8.20
 $5.52
 $13.52
 $7.66
Fourth quarter$13.14
 $7.23
 $10.09
 $2.82


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Performance Graph
NYSE. The graph below matches the Company's cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P Small Cap 600 index and the Dow Jones U.S. Iron & Steel index. 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, 20112014 to December 31, 2016.2019.
In selecting the indices for comparison, we considered market capitalization and industry or line-of-business. The S&P Small Cap 600 is a broad equity market index comprised of companies of between $400$450 million and $1.8$2.1 billion. The Company is a part of this index. The Dow Jones U.S. Iron & Steel index is comprised of both U.S.-based steel and metals manufacturing and coal and iron ore mining companies. While we do not manufacture steel, we do produce coke, an essential ingredient in the blast furnace production of steel. In addition, we have coal logistics operations. Accordingly, we believe the Dow Jones U.S. Iron & Steel index is appropriate for comparison purposes.
sxc2019performancegraph1a01.jpg





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Holders
As of February 10, 2017,14, 2020, we had a total of 71,707,30498,047,389 issued shares and 64,229,64783,738,638 outstanding shares of our common stock and had 12,4289,826 holders of record of our common stock.
Dividends
In order to maintain flexibility and liquidity, our Board of Directors suspended the Company's dividend in 2016. Any future dividend or share repurchase plans are on hold pending the completion of the proposed Simplification Transaction discussed in Note 1 to our consolidated financial statements and will depend on business conditions, our financial condition, liquidity and capital requirements, covenants in our debt agreements and other factors.
Our Board of Directors declared the following dividends payable in 2015:during 2019 and as of February 20, 2020:
Date Declared Record Date Dividend Per Share Payment Date
November 5, 2019November 19, 2019$0.0600December 2, 2019
January 29, 2020February 19, 201518, 2020$0.0600 March 5, 2015$0.0585March 26, 2015
April 20, 2015May 5, 2015$0.0750June 10, 2015
July 16, 2015August 19, 2015$0.1500September 10, 2015
October 9, 2015November 18, 2015$0.1500December 7, 20152, 2020
Partnership's Unit Repurchase Program
On July 20, 2015,Our payment of dividends in the Partnership'sfuture, if any, will be determined by our Board of Directors authorized aand will depend on business conditions, our financial condition, earnings, liquidity and capital requirements, covenants in our debt agreements and other factors. Any dividend program formay be canceled, suspended, terminated or modified at any time at the Partnership to repurchase up to $50.0 milliondiscretion of its common units. At December 31, 2016, there was $37.2 million available under the authorized unit repurchase program. There were no unit repurchases during 2016.Board of Directors.
Company's Share Repurchase Program
On July 23, 2014, the Company's Board of Directors authorized a program to repurchase outstanding shares of the Company’s common stock, $0.01 par value, at any time and from time to time in the open market, through privately negotiated transactions, block transactions, or otherwise for a total aggregate cost to the Company not to exceed $150.0 million. AtDuring 2019, the Company repurchased $36.1 million of our common stock, or 6.3 million shares, in the open market for an average price of $5.72.
Since December 31, 2016 there was $39.42019, the Company has repurchased an additional $3.3 million available underof our common stock, or 0.5 million shares, in the authorizedopen market for an average share price of $6.25, resulting in the completion of this stock repurchase program.

The following table summarizes the repurchases during the quarter ended December 31, 2019:

Period Total Number
of Shares
Purchased
 Average
Price Paid
per Share
 Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
 Maximum
Dollar Value
that May Yet
Be Purchased
under the
Plans or
Programs
   
October 1 – 31, 2019 1,742,966
 $5.62
 1,742,966
 $16,454,077
November 1 – 30, 2019 1,646,084
 $5.19
 1,646,084
 $7,909,188
December 1 – 31, 2019 850,000
 $5.44
 850,000
 $3,284,883
For the quarter ended December 31, 2019 4,239,050
      
On October 28, 2019, the Company's Board of Directors authorized a new program to repurchase outstanding shares of the Company’s common stock, $0.01 par value, from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws, for a total aggregate cost to the Company not to exceed $100.0 million.





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Item 6.
Selected Financial Data
The following table presents summary consolidated operating results and other information of SunCoke Energy and should be read in conjunction with "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K.
Years Ended December 31,Years Ended December 31,
2016(1)
 
2015(1)
 2014 2013 2012
2019(1)
 
2018(1)
 
2017(1)
 
2016(1)
 
2015(1)
(Dollars in millions, except per share amounts)(Dollars in millions, except per share amounts)
Operating Results:                  
Total revenues$1,223.3
 $1,362.7
 $1,503.8
 $1,647.7
 $1,914.1
$1,600.3
 $1,450.9
 $1,331.5
 $1,223.3
 $1,362.7
Operating income (loss)(2)
$96.6
 $79.8
 $(62.4) $111.3
 $173.7
Net income (loss)(2)(3)
$59.5
 10.3
 $(101.8) $50.1
 $102.5
Income (loss) attributable to SunCoke Energy, Inc.(4)
$14.4
 $(22.0) $(126.1) $25.0
 $98.8
Earnings (loss) attributable to SunCoke Energy, Inc. per common share         
Operating (loss) income$(144.3) $118.7
 $104.2
 $97.9
 $76.6
Net (loss) income(2)(3)
$(148.4) $47.0
 $103.5
 $59.5
 $10.3
Net (loss) income attributable to SunCoke Energy, Inc.$(152.3) $26.2
 $122.4
 $14.4
 $(22.0)
(Loss) earnings attributable to SunCoke Energy, Inc. per common share:         
Basic$0.22
 $(0.34) $(1.83) $0.36
 $1.41
$(1.98) $0.40
 $1.90
 $0.22
 $(0.34)
Diluted$0.22
 $(0.34) $(1.83) $0.36
 $1.40
$(1.98) $0.40
 $1.88
 $0.22
 $(0.34)
Dividends paid per share$
 $0.4335
 $0.0585
 $
 $
$0.06
 $
 $
 $
 $0.4335
Other Information:                  
Total assets$2,120.9
 $2,255.5
 $1,959.7
 $2,213.3
 $1,992.1
$1,753.8
 $2,045.3
 $2,060.1
 $2,120.9
 $2,255.5
Long-term debt$849.2
 $997.7
 $633.5
 $630.1
 $703.8
Long-term debt and financing obligation$780.0
 $834.5
 $861.1
 $849.2
 $997.7
(1)The results of CMT have been included in the combined and consolidated financial statements since it was acquired on August 12, 2015. CMT added combined assets of $411.7 million and $426.1 million at December 31, 2016 and 2015, respectively. During 2016 and 2015, CMT contributed revenues of $62.7 million and $28.6 million, as well as operating income of $46.5 million and $18.4 million, respectively.
(1)    The results of CMT have been included in the consolidated financial statements since it was acquired on August 12, 2015. CMT contributed the following:
 Years Ended December 31,
 2019 2018 2017 2016 2015
 (Dollars in millions)  
Combined assets$116.3
 $370.9
 $394.6
 $411.7
 $426.1
Revenue$53.3
 $81.3
 $71.1
 $62.7
 $28.6
Operating (loss) income$(218.2) $40.2
 $42.3
 $46.5
 $18.4
The 2019 results reflect Murray American Coal, Inc.'s bankruptcy and the rejection of its take-or-pay contract, which resulted in the absence of approximately $30 million of take-or-pay revenues. Additionally, in September 2019, the Company recorded a non-cash, pretax asset impairment charge to the Logistics segment of $247.4 million, or $178.3 million, net of tax. See Note 8 to our consolidated financial statements.
(2)In April 2016,On June 27, 2018, the Company recorded losses related to the divestiture ofsold its coal mining business to Revelation Energy, LLC of $14.7investment in VISA SunCoke Limited ("VISA SunCoke"), resulting in a net $5.4 million which included a $10.7 million asset impairment charge and transaction-related costs of $1.1 million.loss from equity method investment. During 2014, we recorded total impairment charges related to the Coal Mining business of $150.3 million, which included both long-lived asset and goodwill impairment charges.
(3)During 2015, and 2014, we recorded other-than-temporary impairment charges on our investment in VISA SunCoke of $19.4 million, and $30.5 million, respectively. The 2015 impairment chargeswhich brought our investment in VISA SunCoke to zero.
(4)(3)On January 13, 2015 and on August 12, 2015During 2017, the Partnership acquired ownership interests inCompany recorded $154.7 million of net tax benefits, $125.0 million of which were attributable to SunCoke, related to the Company's Granite City cokemaking facilitynew Tax Legislation. Additionally, during 2017, the Company recorded deferred income tax expense of 75 percent and 23 percent, respectively. Additionally, on January 24, 2013, in conjunction with$64.2 million, all of which was attributable to noncontrolling interest, related to the Partnership's IPO, and on May 9, 2014, the Partnership acquired ownership interests in each of the Company's Haverhill and Middletown cokemaking facilities of 65 percent and 33 percent, respectively.Final Regulations. See Note 5 to our consolidated financial statements.






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Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report on Form 10-K contains certain forward-looking statements of expected future developments, as defined in the Private Securities Litigation Reform Act of 1995. This discussion contains forward-looking statements about our business, operations and industry that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations and intentions. Our future results and financial condition may differ materially from those we currently anticipate as a result of the factors we describe under “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.”
This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is based on financial data derived from the financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and certain other financial data that is prepared using a non-GAAP measures.measure. For a reconciliation of thesethe non-GAAP measuresmeasure to the most comparable GAAP components,component, see “Non-GAAP Financial Measures” at the end of this Item and Note 2120 to our Consolidated Financial Statements.consolidated financial statements.
Our MD&A is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. Our results of operations include reference to our business operations and market conditions, which are further described in Part I of this document.
20162019 Overview
Our consolidated results of operations in 2019 were as follows:
Years Ended December 31,  Year Ended December 31, 2019
2016 2015 Increase(Dollars in millions)
(Dollars in millions)
Net income (loss) attributable to SunCoke Energy, Inc.$14.4
 $(22.0) $36.4
Net loss$(148.4)
Net cash provided by operating activities$219.1
 $141.1
 $78.0
$181.9
Adjusted EBITDA$217.0
 $185.4
 $31.6
$247.9
During 2016, the Company's strategies and accomplishments were as follows:
Achieved financialThe Company delivered against our key objectives and strengthened our balance sheet;
Managed through challenging market conditions;
Delivered operational excellence; and
Progressed towards stabilizing our Indiana Harbor cokemaking operations.
Achieved financial objectives and strengthened our balance sheet
In 2016,     we delivered solid consolidated Adjusted EBITDA of $217.0 million, within our guidance range of $210 million to $235 million. Additionally, we generated strong operating cash flows of $219.1 million, well above our guidance of $150 million to $170 million, driven largely by coal inventory management and lower coal prices.
Entering 2016, the Partnership anticipated utilizing excess liquidity of at least $60 million to meaningfully de-lever the Partnership's balance sheet in 2016. During the year, together with Partnership, we reduced total consolidated debt outstanding by approximately $145 million, including repurchases of approximately $90 million of the Partnership’s Notes for approximately $65 million of cash. Additionally, during 2016, the Company repaid $60.4 million on the Revolving Facility. As a result, we reduced our total Gross Debt / Adjusted EBITDA leverage to 3.95x.2019, including:
Achieved revised financial objectives. The net loss in 2019 reflects the impact of the asset impairment charges to the Logistics segment discussed in "Items Impacting Comparability." We delivered Adjusted EBITDA of $247.9 million, which was within our revised guidance $240 million to $250 million, and operating cash flow of $181.9 million, which was above our revised guidance of $150 million to $160 million. Our revised guidance reflected the impacts to the Logistics segment resulting from the bankruptcy of Murray American Coal, Inc. ("Murray") and the rejection of its take-or-pay contract. Domestic Coke delivered strong results, mitigating the impact of challenges faced by our Logistics customers.
Completed last phase of oven rebuilds at Indiana Harbor. With the completion of the final phase of our multi-year oven rebuild campaign at our Indiana Harbor cokemaking facility, we delivered Adjusted EBITDA of $24.4 million on 1,046 thousand tons of coke sales, exceeding our expectation of Adjusted EBITDA of $22 million on 1,025 thousand tons of coke sales. The 2019 oven rebuilds cost approximately $44 million, including capital expenditures of $35 million. These costs were below our expectation of between $50 million to $60 million, including capital expenditures of $40 million to $48 million.
Completed the Simplification Transaction. On June 28, 2019, we acquired all of the outstanding common units of SunCoke Energy Partners, L.P. ("the Partnership") not already owned by SunCoke in exchange for newly issued SunCoke common shares (the "Simplification Transaction"). The successful completion of the Simplification Transaction provided immediate value to our shareholders and will allow the Company to maximize capital allocation strategies in the future. Our simplified structure also allows financial flexibility for growth opportunities and eliminates the qualifying income limitations of a master limited partnership on growth.
Pursued balanced capital allocation. Simplifying SunCoke’s structure has enabled us to utilize our solid cash flow to execute a balanced capital allocation strategy in 2019. We returned meaningful capital to shareholders through the repurchase of 6.3 million shares during 2019 for $36.3 million and the declaration and payment of a dividend of $0.06 per share during the fourth quarter of 2019. Additionally, we extinguished approximately $58 million of debt in 2019 and remained focused on further strengthening our balance sheet and leverage ratio
Managed through challenging market conditions
In 2016, we successfully managed through various market challenges, including those in the coal and steel industries as well as the broader industrial and energy markets as a whole.
In recent years, our steel customers have been challenged on lower prices driven in part by unfairly traded imports and the strong U.S. dollar. As a result, in late 2015, United States Steel Corporation ("U.S. Steel") and AK Steel Holding Corporation ("AK Steel") idled their Granite City and Ashland blast furnace operations, respectively. We reduced production at our Haverhill II facility by 75 thousand tons, for which we were made whole by AK Steel under our take-or-pay contract. We also shifted production levels at our Granite City facility to the second half of the year to accommodate U.S. Steel's needs. Neither of these actions impacted earnings from these facilities or our annual consolidated Adjusted EBITDA.




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During 2016,consistent with our Coal Logistics' export coal customers faced global headwindslong-term debt to Adjusted EBITDA target of oversupply and a strong U.S. dollar. The Argus/McCloskey's Coal Price Index report ("API2 index price"), the benchmark price used for U.S. thermal coal exports to Europe, fell to multi-year lows, challenging the profitability of our customers' coal exports. As a result, we reached an agreement with Murray American Coal ("Murray") and Foresight Energy LP ("Foresight"), our two primary CMT customers, to provide certain volume-based incentives, in the form of ancillary revenue rebates, in exchange for a limited one-year contract extension. These rebates, which phase out as API2 index prices rise, are only in place for 2016 and 2017, and are intended to provide incentives to our customers to ship more coal through Convent Marine Terminal ("CMT") during periods of low API2 index prices. By late 2016, the API2 index price had rebounded, resulting in the elimination of the new rebate incentive should prices stay at or above the year end level. The improvement in the API2 index price also improved the profitability of our customers' coal exports and resulted in a significant increase in volumes through CMT during the fourth quarter 2016. Our Coal Logistics' domestic coal customers were also challenged with lower coal prices throughout most of 2016 as well as mild weather conditions, driving down volumes across the segment. We responded by aggressively managing costs, primarily at Kanawha River Terminals, LLC ("KRT"), to partially mitigate the impacts of these lower volumes.
The domestic metallurgical coal markets remained challenged during early 2016 as the drastic and sustained decline in coal prices led to several coal producers filing for Chapter 11 bankruptcy protection. Despite our own diligent efforts to reduce costs by rationalizing our mining footprint, this challenged environment was likely to prevent us from generating positive cash flow from our mining operations for the foreseeable future. As a result, we divested our Coal Mining business in April 2016 and entered into a coal supply agreement whereby the buyer, Revelation Energy, LLC ("Revelation"), will supply approximately 300,000 tons of coal to our Jewell cokemaking facility annually for five years at a market rate. The delivered cost, as compared to alternative coal sources, is favorable due to the proximity of the Jewell cokemaking facility to the mines.3.0 times. We believe this divestiture will improve ourthese activities demonstrated SunCoke's financial flexibility to maximize long-term cash flow and allow us to focus on our core cokemaking and coal logistics businesses.shareholder value.
While conditions across the coal and steel industries have significantly improved in the second half of 2016, we are committed to remaining flexible and responsive to the evolving industry landscape.
Delivered operational excellence
Despite facing challenging headwinds upon entering 2016, we remained committed to delivering strong performance across our operations and achieved consolidated Adjusted EBITDA of $217.0 million. We also remained committed to maintaining a safe work environment and ensuring compliance with applicable laws and regulations, and in 2016, we again achieved top-tier safety ratings in our coke and coal logistics operations.
Domestic Coke performance contributed Adjusted EBITDA results of $193.9 million, reflecting approximately 4 million tons of coke sales and Adjusted EBITDA of approximately $49 per ton during 2016, in line with our revised guidance of $48 to $53 per ton. Sales tons reflect our agreement to reduce production at our Haverhill facility by 75 thousand tons, for which we were made whole by AK Steel. Results for 2016 also reflect record performance at our Middletown facility. Despite below-target production, our Indiana Harbor cokemaking facility's Adjusted EBITDA improved by approximately $4 million in 2016, reflecting our success in controlling costs.
Our Coal Logistics segment delivered Adjusted EBITDA of $63.9 million and was impacted by lower than anticipated throughput tons across the segment. CMT contributed $50.5 million, within our guidance of $50 million to $55 million, reflecting the strength of its take-or-pay contracts.
The disposal of our coal mining business mitigated continued losses in the business, resulting in Adjusted EBITDA losses of $6.0 million versus our 2016 guidance of losses of approximately $20 million.
Progressed towards stabilizing our Indiana Harbor cokemaking operations
Through an engineering study in prior years, we identified major refurbishment work that was necessary to preserve the production capacity of our Indiana Harbor facility.  We completed the resulting refurbishment project in the first half of 2014.  While the original refurbishment improved overall plant condition, further work remained to stabilize plant performance. 
Beginning in 2015, we implemented an initiative to rebuild oven interiors using a comprehensive, holistic approach.  In 2016, we continued improvement efforts and evaluate the performance of the rebuilt ovens with the overall goal of stabilizing daily production and increasing efficiency. In total, we have implemented our holistic oven rebuild approach on approximately one third of the entire Indiana Harbor facility in 2015 and 2016 and expect the project to continue through 2018. 


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To date, the rebuilt ovens have continued to produce stable results, including sustained performance in charge weights and coking times.  However, despite the improved performance of our rebuilt ovens, we continue to experience operational disruptions, driven primarily by higher-than-expected oven degradation across the non-rebuilt ovens.  We will continue to monitor the progress of all ovens and implement lessons learned into the rebuilds, including the oven rebuilds we intend to complete in 2017 and 2018, to address critical oven conditions and combat this degradation. By the end of 2018 we expect approximately half of the facility's ovens will be rebuilt.
In 2016, Adjusted EBITDA and production levels at our Indiana Harbor facility fell short of expectations, resulting in an Adjusted EBITDA loss of approximately $3 million versus our original guidance of earning Adjusted EBITDA of $3 million to $13 million. These results reflect an acceleration of our oven rebuild plan, substantially increasing the number of ovens rebuilt in 2016, as well as expanded scope of the rebuild work performed, which resulted higher than anticipated expenses as well as below target production.
Additionally, in 2016, we chartered a cross-functional team to lead cost control initiatives at the facility. Our Indiana Harbor facility continues to benefit from our cost management efforts, which have netted us more than $13 million in operating and maintenance savings throughout 2016, offsetting lower production levels and driving a net Adjusted EBITDA improvement of approximately $4 million over 2015 results. We remain committed to operating with a significant focus and discipline on operating and maintenance costs.
Delivered operational excellence and optimized our asset base. We continued to improve operational performance across our cokemaking operations. Our strong 2019 Domestic Coke results reflected the improved operating performance of the fully rebuilt ovens at our Indiana Harbor facility as well as the benefit of lower outage work at our Granite City cokemaking facility. Despite lower volumes resulting from the challenges faced by our Logistics customers, our terminals continued to operate efficiently and safely throughout 2019.
Our Focus and Outlook for 20172020
In 2017, we expect to deliver consolidated Adjusted EBITDA of $220 million to $235 million. OurDuring 2020, our primary focus will be to:
Deliver operational excellence and optimize our asset base;
Execute further oven rebuilds at our Indiana Harbor cokemaking operations;
Complete the proposed Simplification Transaction; and
Accomplish our 2017 financial objectives.
Deliver operational excellence and optimize our asset base
Our customers experienced improving market conditions in the latter half of 2016, with steel and coal markets showing increased pricing and higher coal utilization rates. In 2017, we will remain committed to working with our existing customers, as well as potential new customers, in a continuing effort to fully utilize our existing cokemaking and coal logistics capacity.
We anticipate that our Domestic Coke segment will produce 3.9 million tons of coke during 2017 and achieve Adjusted EBITDA of approximately $46 to $49 per ton based on expected solid ongoing operations across the fleet. Excluding our Indiana Harbor facility and the impact of the continued 75 thousand ton turn down at our Haverhill II facility, for which we will again be made whole by AK Steel, we expect our Domestic Coke fleet will deliver contract maximum volumes to our take-or-pay customers. We expect the increase in metallurgical coal prices will result in a higher yield gains across our domestic coke fleet. Finally, while we do not anticipate incremental spot sales during the year, we remain positioned to deliver spot tons to the market should coke demand rise throughout 2017.
We believe our Coal Logistics assets are well positioned to further serve the thermal and metallurgical coal markets as these industries continue to recover, and we expect year-over-year improvement in Adjusted EBITDA. In 2017, we expect Adjusted EBITDA of approximately $67 million to $72 million, up from $63.9 million in 2016. Our CMT export facility is uniquely positioned to serve customers via direct rail access and has the ability to load multi-category vessels with a new, state-of-the-art ship loader. Given the recent significant improvement in API2 index prices, we expect CMT will handle approximately 8 million tons of coal in 2017 on behalf of our two long-term, take-or-pay customers, Foresight Energy and Murray Energy, an improvement of approximately 4 million tons versus 2016. We expect merchant volumes at CMT will continue in 2017, and we will continue to seek additional opportunities to optimize the facility by securing additional merchant business. Additionally, at our remaining coal logistics terminals, we anticipate continued volume recovery due to the recent strengthening of domestic coal fundamentals.
We remain committed to maintaining a safe work environment and ensuring compliance with applicable laws and regulations.


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Execute further oven rebuilds at our Indiana Harbor cokemaking operations
In 2017, we will remain focused on stabilizing our Indiana Harbor plant and improving its operating and financial performance. To date we have executed a total of 86 rebuilds under our holistic oven rebuild initiative, which began in 2015, and we intend to rebuild an additional 53 ovens in 2017. We anticipate these rebuilds will cost approximately $26 million, including capital expenditures of approximately $20 million, in 2017. Additionally, in 2017, we expect to spend approximately $5 million of expense to incorporate lessons learned during the rebuilds completed in 2016 into the ovens rebuilt in 2015. We expect to complete the rebuild initiative and return our Indiana Harbor facility's operations to profitability in 2018.
While we expect this initiative will improve the long-term stability of the facility, we expect overall production in 2017 to remain at approximately 900 thousand tons. We also expect increased operations and maintenance expense in 2017 as ovens are taken out of service to complete the necessary rebuilds. Therefore, our consolidated Adjusted EBITDA guidance assumes a loss of approximately $13 million at our Indiana Harbor facility in 2017.
Complete the proposed Simplification Transaction
On October 31, 2016, the Company announced that it had submitted a proposal to the Board of Directors of the general partner of the Partnership to acquire all of the Partnership’s common units not already owned by the Company ("Simplification Transaction"). The proposed transaction is to be structured as a merger of the Partnership with a wholly-owned subsidiary of the Company, and is subject to the negotiation and execution of definitive documents and approval of our Board of Directors and the Conflicts Committee of the Partnership's Board of Directors. The Conflicts Committee, which is composed of only the independent directors of the Board of Directors of the Partnership’s general partner, is considering the proposal pursuant to applicable procedures established in the Partnership’s partnership agreement and the Conflicts Committee’s charter. The transaction also will require majority approval of our common stockholders. We own the majority of the Partnership's common units and intend to vote in favor of the transaction. The proposed Simplification Transaction is also conditioned upon receipt of customary regulatory approvals.
Successful completion of this transaction will result in enhanced financial flexibility for the consolidated enterprise, including the ability to establish a sustainable dividend, further de-lever the balance sheet at an accelerated pace and fund growth. Additionally, the consolidated enterprise will have greater flexibility to pursue accretive mergers and acquisitions and/or organic growth projects as targets will no longer be limited to those producing qualifying income. This will expand our growth opportunities to various customer and product adjacencies where SunCoke can add value to an acquisition or greenfield project immediately. To the extent that there are attractive bolt-on opportunities in coke and coal logistics, we will look to continue to extend and grow these two platforms. Finally, to the extent we have excess cash, we may return additional capital to shareholders.
Subsequent to the Company proposal for the Simplification Transaction, in January 2017, the Internal Revenue Service announced its decision to exclude cokemaking as a qualifying income generating activity. Subsequent to the 10-year transition period, certain cokemaking entities in the Partnership will become taxable as corporations. See "Part I. Item 1. Business" for further discussion of this regulation.
Accomplish our 2017 financial objectives
In 2017, we will remain focused on accomplishing our financial objectives and expect to deliver consolidated Adjusted EBITDA of between $220 million and $235 million. This increase reflects higher Coal Logistics volumes, a full-year of savings from the coal mining divestiture and benefits from a cost rationalization exercise we completed in 2016, in which we partnered with third-party experts to complete a full review of our operational and administrative costs. As a result of this exercise, we identified approximately $10 million in total savings, from which we expect to derive approximately $7 million in annual benefits to Adjusted EBITDA beginning in 2017. These benefits are expected to be offset partially by lower results at our Indiana Harbor facility results due to planned oven rebuilds throughout the year and expected Middletown facility performance at contract levels as compared to its record performance in 2016. We enter 2017 in a significantly improved, but continuously challenged market, and we remain focused on executing on our commitments to shareholders by achieving these full-year financial targets.


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Achieve financial objectives. We expect to deliver Adjusted EBITDA of between $235 million and $245 million and operating cash flow of between $170 million and $185 million. With the final phase of the oven rebuild campaign complete, we anticipate Indiana Harbor will produce at near nameplate coke capacity and generate run-rate Adjusted EBITDA of approximately $50 million in 2020. Our anticipated improvement in Domestic Coke Adjusted EBITDA is expected to be more than offset by the impact of lower volumes in our Logistics business, driven by the expectation of lower renegotiated volumes and rates with Foresight Energy LLC ("Foresight").
Deliver operations excellence and optimize asset base. We continue to expect strong operational and safety performance while optimizing asset utilization, as well as successfully executing on our 2020 capital plan. We plan to spend between $70 million and $80 million on capital expenditures in 2020, which is our expectation for normal on-going capital expenditure levels.
Acquire new customers and develop business at CMT. We are focused on revitalizing CMT with new product and customer mix. CMT is an attractive terminal for various types of customers since it is one of the largest export terminals on the U.S. Gulf Coast and provides strategic access to seaborne markets. Repositioning CMT from primarily a coal export terminal to a broad-based and diversified terminal will be critical for the continued success of our logistics business.
Position coke business for long-term success. The contracts at our Jewell and Haverhill Phase I cokemaking facilities both expire in December 2020. The successful negotiation of these contracts with favorable terms to SunCoke will be a key initiative for our organization in 2020.
Pursue balanced capital allocation. In 2019, we made significant progress on our capital allocation initiatives by reducing our debt, investing in our assets and returning meaningful capital to our shareholders. We expect to continue to execute against these capital allocation priorities of reducing debt in 2020.


Items Impacting Comparability
•Convent Marine Terminal Acquisition.Comparability between periods was impacted by the acquisition of CMT on August 12, 2015. CMT results in periods presented were as follows:    
 Years Ended December 31,
 2016 2015
 (Dollars in millions)
Total revenues$62.7
 $28.6
Cost of products sold and operating expenses(1)
1.3
 4.7
Depreciation and amortization expense14.8
 5.4
Adjusted EBITDA50.5
 20.6
(1)Includes $10.1 million of favorable fair value adjustment to our contingent consideration liability in 2016.
Debt Activities. During 2016, debt balances decreased approximately $145 million, driven primarily by the Partnership's repurchase of approximately $85 million of Partnership Notes as well as repayments on both our and the Partnership's Revolver. During 2015, debt balances increased approximately $365 million in connection with the acquisition of CMT and the Granite City dropdowns discussed below, net of the Partnership's repurchase of approximately $48 million of Partnership Notes. Significant comparability impacts of these debt activities are discussed below:
GainsSimplification Transaction. The Partnership owns our Haverhill, Middletown, and Losses on Extinguishment of Debt. Gain on extinguishment of debt was $25.0 million for the year ended December 31, 2016 and the net loss on extinguishment of debt was $0.5 million and $15.4 million for the years ended December 31, 2015 and 2014, respectively. The redemption of Partnership Notes resulted in gains on extinguishment of debt of $25.0 million and $12.1 million in 2016 and 2015, respectively.  The Partnership’s gain on de-levering activities in 2015 was offset by losses on debt extinguishment of $12.6 million associated with the debt activities related to the Granite City dropdowncokemaking facilities and the Company's redemption of $60.4 million of Notes. In 2014, debt activities associated with the dropdown of additionalConvent Marine Terminal ("CMT"), Kanawha River Terminal ("KRT") and SunCoke Lake Terminal ("Lake Terminal"). Prior to June 28, 2019, SunCoke owned a 60.4 percent limited partner interest in the Partnership, a then publicly traded master limited partnership, as well as our Haverhill and Middletown facilities generated a loss on extinguishment of debt of $15.4 million.
Interest Expense, net. Interest expense, net2.0 percent general partner interest. The remaining 37.6 percent limited partner interest in the Partnership was $53.5 million, $56.2 million and $47.8 million forheld by public unitholders. On June 28, 2019, the years ended December 31, 2016, 2015 and 2014, respectively. Debt activities throughout 2016, 2015 and 2014 resulted in weighted average debt balances of $920.2 million, $819.6 million and $661.5 million, respectively.  Higher average debt balances in 2016 were the result of a full year of debtCompany acquired all 17,727,249 outstanding in connection with the acquisition of CMT and dropdowns of Granite City in 2015, partially offset by de-levering activities.  The decrease in interest expense, net in 2016 was the resultcommon units of the higher average debt balance, more than offsetPartnership not already owned by favorable interest rates on new debt as compared to rates on debt repurchased.  The increaseSunCoke in interest expense, netexchange for 24,818,149 newly issued SunCoke common shares in 2015the Simplification Transaction. Additionally, the final pro-rated quarterly Partnership distribution was settled with 635,502 newly issued SunCoke common shares. Following the resultcompletion of the higher debt balances discussed above.Simplification Transaction, the Partnership became a wholly-owned subsidiary of SunCoke. As of January 1, 2020, the Partnership merged with and into SunCoke Energy Partners Finance Corp., which is also a wholly-owned subsidiary of the Company.
RedemptionThe Simplification Transaction was accounted for as a non-cash equity transaction, and no gain or loss was recognized in our Consolidated Statements of Investment in Brazilian Cokemaking Operations. On November 28, 2016, ArcelorMittal Brazil redeemed SunCoke’s indirectly held preferred and common equity interest in Sol Coqueria Tubarão S.A. ("Brazil Investment")Operations for consideration of $41.0 million, an amount equal to our carrying value of the investment.this transaction. The Company received $20.5incurred transaction costs totaling $11.0 million, in cash at closingof which $5.4 million were incurred by SunCoke and will receive the remaining $20.5 million in cash, plus interest at an annual interest rate of 3 percent, in the second quarter of 2017. With the redemption of the Brazil Investment, the Company will no longer receive the $9.5 million annual preferred dividend. Additionally, in 2016, SunCoke added certain new patents to its existing intellectual property licensing agreement for which SunCoke will earn an incremental $5.1 million in annual licensing fees through 2023. The Company also extended the life of its patents with the Brazilian authorities through 2033, providing opportunity to extend the existing licensing agreement beyond 2023. Overall, these transactions resulted in a near term redemption of the investment andwere capitalized as a reduction of $4.4 million to total revenues and Adjusted EBITDA in 2016 and each subsequent year through the end of the contract.
Loss on Divestiture of Business and Impairments. In April 2016, the Company completed the disposal of its coal mining business, included in the Coal Mining segment, to Revelation who assumed substantially all of the Company's remaining coal mining assets, mineral leases, real estate and a substantial portion of our mining


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reclamation obligations. Under the terms of the agreement, Revelation received $12.8 million from the Company to take ownership of the assets and liabilities. During 2016, the Company recognized losses associated with this divestiture of $14.7 million. The divestiture of the business improved Adjusted EBITDA results $8.4 million in 2016 as compared to 2015. In 2014, we recorded total impairment charges related to our former coal mining business of $150.3 million, or $92.2 million net of tax. See "Part 1. Item 1. Business" and Note 5 and Note 20 to the consolidated financial statements.
Black Lung Obligation. The Company recognized expense of $8.1 million, $9.8 million and $14.3 million during 2016, 2015 and 2014, respectively, in connection with our black lung obligation. In prior years, this expense was recorded in cost of products sold and operating expensesadditional paid-in capital on the Consolidated Statements of Operations. However, with the divestiture of our coal mining business in 2016, the Company's operations no longer include the coal mining activities giving rise to our black lung liability. Therefore, black lung expense in 2016 was recorded in selling, general and administrative expenses on the Consolidated Statements of Operations.
Haverhill Energy Arrangement. Prior to the second quarter of 2015, Haverhill I facility sold steam to Haverhill Chemicals LLC ("Haverhill Chemicals"), which filed for relief under Chapter 11 of the U.S. Bankruptcy Code during 2015. Beginning in the fourth quarter of 2015, Haverhill I provided steam, at no cost, to Altivia Petrochemicals, LLC ("Altivia"), which purchased the facility from Haverhill Chemicals. WhileBalance Sheets. The remaining transaction costs were incurred by the Partnership is not currently generating revenues from providing steam to Altivia, the current arrangement, which may be renegotiated beginningresulting in 2018, mitigates costs associated with disposing of steam. The absence of steam sales to Haverhill Chemicals resulted in lower energy revenues of $2.6$4.9 million and $4.9 million in 2016 and 2015, respectively, as compared to the prior year periods. The net impact of lower energy revenues and incremental operating and maintenance costs incurred in 2015 prior to our arrangement with Altivia decreased Adjusted EBITDA $1.1 million and $6.4 million in 2016 and 2015, respectively, as compared to the prior year periods.
Severance. In 2016, 2015, and 2014, we reduced the workforce in our corporate office and incurred total charges of $0.3 million, $4.1 million and $1.4 million, respectively, in Corporate and Other. The 2015 and 2014 reduction in workforce at our corporate office provided savings of approximately $4.1 million in 2015 compared to 2014 and additional savings of $1.3 million in 2016 compared to 2015.
In connection with the restructuring of our Coal Mining business, the Company recorded $12.5$0.4 million of employee-related restructuring costs in 2014 in the Coal Mining segment. During 2015, we reduced our severance accrual by $2.3 million as a result of changes in estimates, including the relocation of certain coal employees to other areas of our business.
These severance costs areexpense included in selling, general and administrative expenses on the Consolidated Statements of Operations.Operations for the years ended December 31, 2019, and 2018, respectively. Subsequent to the closing of the Simplification Transaction, SunCoke incurred $0.3 million of legal and consulting costs, which were included in selling, general and

Dropdowns. On May 9, 2014, we contributed an additional 33 percent
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administrative expenses on the Consolidated Statements of Operations. All transaction costs were excluded from Adjusted EBITDA.
With the closing of the Simplification Transaction, the income previously attributable to noncontrolling interest in the HaverhillPartnership became 100 percent attributable to SunCoke and, Middletown cokemaking facilitiestherefore, will now be taxable to the Partnership ("Haverhill and Middletown Dropdown"). During 2015, we contributed 98 percent interest in Granite City to the Partnership, 75 percent of which was contributed on January 13, 2015 ("Granite City Dropdown") and 23 percent of which was contributed on August 12, 2015 ("Granite City Supplemental Dropdown"). Significant comparability impacts of the dropdowns are discussed below:
Company.
Financing. Adverse Logistics Customer Developments. A significant portion of our logistics business has historically been from long-term, take-or-pay contracts with Murray and Foresight, which have been adversely impacted by declining coal export prices and domestic demand.
On October 29, 2019, Murray filed for Chapter 11 bankruptcy and also filed a motion to reject its contract with CMT. The bankruptcy court issued an order authorizing Murray's motion to reject the contract on December 3, 2019, which was effective as of the bankruptcy petition date. While the Company intends to pursue all remedies in bankruptcy court, we do not anticipate any future coal export volumes from Murray. No take-or-pay revenues related to Murray volume shortfalls were recorded in 2019.
During 2019, Foresight engaged outside counsel and financial advisors to assess restructuring options. On October 1, 2019, Foresight elected to exercise its 30 day grace period on its third quarter interest payment to its lenders. The grace period was subsequently extended to February 28, 2020. We expect to renegotiate Foresight's contract and anticipate this will result in lower volumes and lower rates in 2020.
As a result of these developments, the Company recorded non-cash, pre-tax impairment charges to the Logistics segment on the Consolidated Statements of Operations of $247.4 million, of which $73.5 million represented a full write-down of the Logistics goodwill balance, as well as a $113.3 million impairment of CMT's long-lived intangible assets and a $60.6 million impairment of CMT's properties, plants and equipment. See Note 8 to our consolidated financial statements. These non-cash impairment charges resulted in a $69.1 million income tax benefit in 2019.
Tax Legislation. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Legislation”) was enacted. The Tax Legislation significantly revised the U.S. corporate income tax structure, including lowering corporate income tax rates. As a partresult, in 2017, SunCoke recorded net income tax benefits of $154.7 million, of which $125.0 million was attributable to the Company, resulting from the remeasurement of U.S. deferred income tax liabilities and assets at the lower enacted corporate tax rates. During 2018, based on an updated analysis of the Granite City Dropdown andforeign tax credit rules relating to the Haverhill and Middletown Dropdown,new Tax Legislation, the Partnership assumed and repaid $135.0 million and $160.0 millionCompany revised its estimate of the Company's senior notes, respectively,realizability of its foreign tax credits, resulting in lossesa $4.8 million benefit on extinguishmentthe consolidated Statements of debt of $9.4 million in 2015 and $15.4 million in 2014.Operations. See Note 5 to our consolidated financial statements.
Noncontrolling Interest. Net income attributable to noncontrolling interest includesDivestiture of India Equity Method Investment. On June 27, 2018, the common public unitholders’ interestCompany sold its 49 percent investment in VISA SunCoke Limited ("VISA SunCoke") for cash consideration of $4.0 million. Consequently, the Partnership. The Granite City dropdownsCompany recognized $9.0 million of accumulated currency translation losses and incurred $0.4 million of transaction costs, resulting in a net $5.4 million loss from equity method investment in 2018 on the HaverhillConsolidated Statements of Operations. Our investment in VISA SunCoke was previously accounted for as an equity method investment and Middletown Dropdown resultedwas fully impaired in higher noncontrolling interest for SunCoke's decreased ownership in our Haverhill, Middletown and Granite City cokemaking facilities.2015.
Pension Plan Termination. Effective May 30, 2014, Dominion Coal Corporation ("Dominion Coal"), a wholly-owned subsidiary of the Company, terminated its defined benefit plan, which was previously offered generally to all full-time employees of Dominion Coal. In June 2015, the plan settled its obligations by purchasing annuities using plan assets, which triggered settlement accounting and resulted in a non-cash loss of





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$12.6 million recorded in cost of products sold and operating expenses on the Consolidated Statements of Operations.
India Equity Method Investment. As a result of market conditions, we recorded impairment charges of $19.4 million and $30.5 million related to our equity method investment in VISA SunCoke during 2015 and 2014, respectively, included in loss from equity method investment on the Consolidated Statements of Operations. The 2015 impairment brought our investment in VISA SunCoke to zero, and consequently, we no longer include our share of VISA SunCoke in our financial results. See Note 20 to our consolidated financial statements.


4433




Consolidated Results of Operations
The following section includes year-over-year analysis of consolidated results of operations for the yearsyear ended December 31, 2016, 2015 and 2014.2019 as compared to the year ended December 31, 2018. See "Analysis of Segment Results" later in this section for further details of these results. Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2018 Annual Report on Form 10-K for the year-over-year analysis of consolidated results of operations for the year ended December 31, 2018 as compared to the year ended December 31, 2017.
 Years Ended December 31, Increase (Decrease)
 2016 2015 2014 2016 vs. 20152015 vs. 2014
 (Dollars in millions)
Revenues         
Sales and other operating revenue$1,222.2
 $1,351.3
 $1,490.7
 $(129.1) $(139.4)
Other income, net1.1
 11.4
 13.1
 (10.3) (1.7)
Total revenues1,223.3
 1,362.7
 1,503.8
 (139.4) (141.1)
Costs and operating expenses         
Cost of products sold and operating expenses906.5
 1,098.4
 1,212.9
 (191.9) (114.5)
Selling, general and administrative expenses91.3
 75.4
 96.7
 15.9
 (21.3)
Depreciation and amortization expense114.2
 109.1
 106.3
 5.1
 2.8
Loss on divestiture of business and impairments(1)
14.7
 
 150.3
 14.7
 (150.3)
Total costs and operating expenses1,126.7
 1,282.9
 1,566.2
 (156.2) (283.3)
Operating income (loss)96.6
 79.8
 (62.4) 16.8
 142.2
Interest expense, net(1)
53.5
 56.2
 47.8
 (2.7) 8.4
(Gain) loss on extinguishment of debt, net(1)
(25.0) 0.5
 15.4
 (25.5) (14.9)
Income (loss) before income tax expense (benefit) and loss from equity method investment68.1
 23.1
 (125.6) 45.0
 148.7
Income tax expense (benefit)8.6
 (8.8) (58.8) 17.4
 (50.0)
Loss from equity method investment
 21.6
 35.0
 (21.6) (13.4)
Net income (loss)59.5
 10.3
 (101.8) 49.2
 112.1
Less: Net income attributable to noncontrolling interests45.1
 32.3
 24.3
 12.8
 8.0
Net income (loss) attributable to SunCoke Energy, Inc.$14.4
 $(22.0) $(126.1) $36.4
 $104.1
 Years Ended December 31,  
 2019 2018 Increase (Decrease)
 (Dollars in millions)
Revenues     
Sales and other operating revenue$1,600.3
 $1,450.9
 $149.4
Costs and operating expenses     
Cost of products sold and operating expenses1,277.6
 1,124.5
 153.1
Selling, general and administrative expenses75.8
 66.1
 9.7
Depreciation and amortization expense143.8
 141.6
 2.2
Long-lived asset and goodwill impairment(1)
247.4
 
 247.4
Total costs and operating expenses1,744.6
 1,332.2
 412.4
Operating (loss) income(144.3) 118.7
 (263.0)
Interest expense, net60.3
 61.4
 (1.1)
(Gain) loss on extinguishment of debt, net(1.5) 0.3
 (1.8)
(Loss) income before income tax (benefit) expense and loss from equity method investment(203.1) 57.0
 (260.1)
Income tax (benefit) expense(54.7) 4.6
 (59.3)
Loss from equity method investment(1)

 5.4
 (5.4)
Net (loss) income(148.4) 47.0
 (195.4)
Less: Net income attributable to noncontrolling interests3.9
 20.8
 (16.9)
Net (loss) income attributable to SunCoke Energy, Inc.$(152.3) $26.2
 $(178.5)
(1)See year-over-year changes described in "Items Impacting Comparability."
Total Revenues. The decrease in total revenues in 2016Sales and 2015 primarily reflects the pass-through of lower coal prices in our Domestic Coke segment as well as lower sales volumes in both our Domestic CokeOther Operating Revenue and Coal Logistics segments, excluding the contributions of CMT. These decreases were partly offset by the contributions from CMT of $62.7 million and $28.6 million in 2016 and 2015, respectively.
CostCosts of Products Sold and Operating Expenses. The decrease in cost of products soldSales and other operating expense in 2016revenue and 2015 was primarily the result of reduced coal costs in our Domestic Coke segment. Additionally, black lung charges of $9.8 million and $14.3 million in 2015 and 2014, respectively, were recorded in costs of products sold and operating expenses. Beginningexpenses increased in 2016, black lung charges2019 as compared to 2018, primarily due to the pass-through of higher coal prices and higher sales volumes in our Domestic Coke segment. These benefits were recordedslightly offset by lower sales volumes in selling, generalour Logistics segment, resulting in lower revenue and administrative expenses rather than costlower margins. Costs of products sold and operating expenses as previously discussedfurther increased in "Items Impacting Comparability."2019 due to costs associated with high water levels in our logistics business.
Selling, General and Administrative Expenses. The increase in selling, general and administrative expense in 2016 was primarily driven by $8.1 million of black lung charges. Prior2019 as compared to 2016, black lung charges were included in costs of products sold and operating expenses as discussed in “Items Impacting Comparability.”  The remaining increase2018 was driven by unfavorable fair value adjustments$5.5 million of higher costs associated with our legacy black lung liabilities as well as costs associated with the Simplification Transaction of $5.2 million. These increases in deferred compensationexpense were partially offset by lower legal costs.
Depreciation and Amortization Expense. The increase in depreciation and amortization expense during 2019 was driven by depreciation expense on the completed oven rebuilds at Indiana Harbor and gas sharing project at Granite City, which was partially offset by $2.8 million of lower depreciation and amortization expense as a result of changesthe impairment to our Logistics assets.
Interest Expense, net. Weighted average debt balances during 2019 and 2018 were $845.0 million and $883.8 million, respectively. Related interest expense during 2019 and 2018 was $60.5 million and $62.6 million, respectively, or weighted average interest rates of 7.16 percent and 7.09 percent, respectively. Interest expense in 2019 reflects the Company’s share priceimpact of lower debt balances as the Company extinguished approximately $58 million of debt during 2019.


34



Income Taxes. The income tax benefit recorded was $54.7 million in 2019, while 2018 had an income tax expense of $4.6 million. The periods presented are not comparable as 2019 included non-cash, pre-tax impairment charges recorded to our Logistics assets, which resulted in a $69.1 million income tax benefit. The Company's effective tax rate was 26.9 percent and Partnership's unit price8.0 percent during 2019 and 2018, respectively. The change in our effective tax rate reflects the impact of the Simplification Transaction as well as the absence of a $4.0$4.8 million postretirement benefit plan curtailment gain recognized in 2015.  The decrease in selling, general and administrative expense in 2015 was primarily driven by higher severance chargesfavorable valuation allowance adjustment recorded in 2014 related to our coal mining business as well as favorable fair value adjustments in deferred compensation as a result of changes in the Company’s share price and Partnership's unit price and employee related savings realized in 2015 previously discussed “Items2018. See "Items Impacting Comparability.”Comparability" for additional discussion.
Depreciation and Amortization Expense. The increase in depreciation and amortization expense in 2016 and 2015 was driven by the depreciation of CMT assets of $14.8 million and $5.4 million, respectively. CMT depreciation was mostly offset by lower depreciation of our coal mining assets, which decreased as a result of impairments to our asset base in 2014 as


45



well as the ultimate disposal of our assets in 2016.  Depreciation and amortization expense in each year was also impacted by revisions to the remaining useful lives of certain assets, primarily related to oven rebuilds at our Indiana Harbor cokemaking facility as well as the wind down of operations at of our former coal preparation plant, which resulted in additional depreciation of $13.7 million, $15.1 million and $16.6 million, or $0.17, $0.21 and $0.21 per common share from operations, during 2016, 2015 and 2014, respectively. See Note 21 to our consolidated financial statements.
Income Taxes. The Company's effective tax rate for 2016, 2015 and 2014 was 12.7%, (38.0)%, and 46.8%, respectively. The effective tax rate differs from the federal statutory rate of 35 percent for all years presented primarily due to the impact of earnings attributable to noncontrolling ownership interests in partnerships.  The effective tax rates are not comparable for the years presented due to the income tax benefit reported in 2015 related to the insolvency of a subsidiary and the impairment of our coal operations in 2014.  See Note 7 to the consolidated financial statements.
Noncontrolling Interest.Income attributable to noncontrolling interest represents the common public unitholders' interest in SunCoke Energy Partners, L.P.the Partnership prior to the closing of the Simplification Transaction as well as a third-party interest in our Indiana Harbor cokemaking facility. Comparability between all periods was impactedThe following table provides details into net income (loss) attributable to noncontrolling interest.
  Years Ended December 31,
  2019 2018
Net income attributable to the Partnership's common public unitholders(1)
 $2.6
 $21.6
Net income (loss) attributable to third-party interest in our Indiana Harbor cokemaking facility(2)
 1.3
 (0.8)
Net income attributable to noncontrolling interest $3.9
 $20.8
(1)The decrease during 2019 as compared to 2018 is due to the Simplification Transaction, which closed on June 28, 2019, whereby all publicly held units were acquired by SunCoke.
(2) The increase during 2019 as compared to 2018 is due to improved profitability at Indiana Harbor driven by higher volumes and improved performance atfrom the Partnership in 2016, driven by gains in connection with the Partnership's de-levering activities, contributions of CMT and changes in our ownership in our facilities previously discussed in "Items Impacting Comparability."rebuilt ovens.
Results of Reportable Business Segments
We report our business results through fourthree segments:
Domestic Coke consists of our Jewell Coke Company, L.P. ("Jewell"), Indiana Harbor Coke Company ("Indiana Harbor"), Haverhill Coke Company LLC ("Haverhill"), Gateway Energy and Coke Company, LLC ("Granite City") and Middletown Coke Company, LLC ("Middletown") cokemaking and heat recovery operationsfacility, located in Vansant, Virginia;Virginia, our Indiana Harbor facility, located in East Chicago, Indiana;Indiana, our Haverhill facility, located in Franklin Furnace, Ohio;Ohio, our Granite City Illinois;facility located in Granite City, Illinois, and our Middletown Ohio, respectively.facility located in Middletown, Ohio.
Brazil Coke consists of our operations in Vitória, Brazil, where we operate athe ArcelorMittal Brazil cokemaking facility, ArcelorMittal Brasil S.A. ("ArcelorMittal Brazil”), for a Brazilian subsidiary of ArcelorMittal S.A. ("ArcelorMittal");
facility.
Coal Logistics consists of CMT, KRT,Convent Marine Terminal ("CMT"), located in Convent, Louisiana, Kanawha River Terminal ("KRT"), located in Ceredo and Belle, West Virginia, SunCoke Lake Terminal LLC ("Lake Terminal"), located in East Chicago, Indiana, and Dismal River Terminal LLC ("DRT") coal handling and/or mixing service operations, located in Convent, Louisiana; Ceredo and Belle, West Virginia; East Chicago, Indiana; and Vansant, Virginia, respectively.Virginia. Lake Terminal and DRT are located adjacent to our Indiana Harbor and Jewell cokemaking facilities, respectively.
Coal Mining consisted of our metallurgical coal mining activities conducted in Virginia and West Virginia, until the business was divested in April 2016.
The operations of each of our segments are described in Part I of this document.
Corporate expenses that can be identified with a segment have been included in determining segment results. The remainder is included in Corporate and Other, including certainactivity from our legacy coal mining expense (i.e., black lung, workers' compensation, net pension and other postretirement employee benefit obligations). The results of our equity method investment in Visa SunCoke were also included in Corporate and Other until the Company impaired its investment to zero in 2015 and suspended equity method accounting.business.
Management believes Adjusted EBITDA is an important measure of operating performance and liquidity and uses it as the primary basis for the chief operating decision maker to evaluate the performance of each of our reportable segments. Adjusted EBITDA should not be considered a substitute for the reported results prepared in accordance with GAAP. See “Non-GAAP Financial Measures” at the end of this Item and Note 2120 to our consolidated financial statements.




4635




Segment Operating Data
The following table sets forth financial and operating data by segment for the years ended December 31, 2016, 20152019 and 2014:2018:
Years Ended December 31, Increase (Decrease)Years Ended December 31,  
2016 2015 2014 2016 vs. 2015 2015 vs. 20142019 2018 Increase (Decrease)
(Dollars in millions, except per ton amounts)(Dollars in millions, except per ton amounts)
Sales and other operating revenue:              
Domestic Coke$1,097.2
 $1,243.6
 $1,388.3
 $(146.4) $(144.7)$1,489.1
 $1,308.3
 $180.8
Brazil Coke39.5
 34.0
 37.0
 5.5
 (3.0)38.4
 40.4
 (2.0)
Coal Logistics84.7
 60.8
 36.2
 23.9
 24.6
Coal Logistics intersegment sales23.2
 20.4
 18.8
 2.8
 1.6
Coal Mining0.8
 12.9
 29.2
 (12.1) (16.3)
Coal mining intersegment sales22.0
 101.0
 136.0
 (79.0) (35.0)
Logistics72.8
 102.2
 (29.4)
Logistics intersegment sales26.3
 24.5
 1.8
Elimination of intersegment sales(45.2) (121.4) (154.8) 76.2
 33.4
(26.3) (24.5) (1.8)
Total sales and other operating revenue$1,222.2
 $1,351.3
 $1,490.7
 $(129.1) $(139.4)$1,600.3
 $1,450.9
 $149.4
Adjusted EBITDA(1):
              
Domestic Coke$193.9
 $210.1
 $247.9
 $(16.2) $(37.8)$226.7
 $207.9
 $18.8
Brazil Coke16.2
 22.4
 18.9
 (6.2) 3.5
16.0
 18.4
 (2.4)
Coal Logistics63.9
 38.0

14.3
 25.9
 23.7
Coal Mining(6.0) (18.9) (16.0) 12.9
 (2.9)
Logistics42.6
 72.6

(30.0)
Corporate and Other, including legacy costs, net(2)
(51.0) (66.2) (54.4) 15.2
 (11.8)(37.4) (35.7) (1.7)
Adjusted EBITDA$217.0
 $185.4
 $210.7
 $31.6
 $(25.3)$247.9
 $263.2
 $(15.3)
Coke Operating Data:  
        
  
Domestic Coke capacity utilization (%)93
 97
 98
 (4) (1)98
 95
 3
Domestic Coke production volumes (thousands of tons)3,954
 4,122
 4,175
 (168) (53)4,168
 4,016
 152
Domestic Coke sales volumes (thousands of tons)3,956
 4,115
 4,184
 (159) (69)4,171
 4,033
 138
Domestic Coke Adjusted EBITDA per ton(3)
$49.01
 $51.06
 $59.25
 $(2.05) $(8.19)$54.35
 $51.55
 2.80
Brazilian Coke production—operated facility (thousands of tons)1,741
 1,760
 1,516
 (19) 244
1,641
 1,768
 (127)
Coal Logistics Operating Data:         
Tons handled, excluding CMT (thousands of tons)(4)
14,076
 16,652
 19,037
 (2,576) (2,385)
Tons handled by CMT (thousands of tons)(4)
4,493
 2,212
 
 2,281
 2,212
Logistics Operating Data:     
Tons handled (thousands of tons)(4)
21,053
 26,605
 (5,552)
(1)See Note 20 in our consolidated financial statements for both the definition of Adjusted EBITDA and the reconciliation from GAAP to the most comparable GAAP measures atnon-GAAP measurement for the endyears ended December 31, 2019, 2018 and 2017.
(2)Corporate and Other includes the activity from our legacy coal mining business, which incurred Adjusted EBITDA losses of this Item$11.2 million and Note 21 to our consolidated financial statements.$9.8 million for the years ended December 31, 2019 and 2018, respectively.
(2)Legacy costs, net include costs associated with former mining employee-related liabilities prior to the implementation of our contractor mining business and ultimate disposal of mining operations, net of certain royalty revenues. See details of these legacy items below.
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Black lung expense$(8.1) $(9.8) $(14.3)
Postretirement benefit plan (expense) benefit(0.7) 3.6
 3.7
Defined benefit plan expense
 (13.1) (0.2)
Workers' compensation expense(0.6) (2.3) (4.6)
Other0.4
 (0.4) 0.7
Total legacy costs, net$(9.0) $(22.0) $(14.7)
(3)Reflects Domestic Coke Adjusted EBITDA divided by Domestic Coke sales volumes.
(4)Reflects inbound tons handled during the period.





4736




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
 2016 vs. 2015 2015 vs. 2014 2016 vs. 2015 2015 vs. 2014
 (Dollars in millions)
Beginning$1,243.6
 $1,388.3
 $210.1
 $247.9
Volumes(1)
(35.9) (22.8) (7.5) (6.1)
Pass through coal costs(103.6) (91.2) 
 
Lower coal gains(2)

 
 (8.8) (5.9)
Operating and maintenance costs(3)
2.3
 7.0
 14.0
 10.0
Indiana Harbor's operating and maintenance reimbursement rate change(4)

 (30.7) 
 (30.7)
Transportation costs shifted from Coal Mining segment(5)

 
 (5.5) 
Haverhill energy arrangement(6)
(2.6) (4.9) (1.1) (6.4)
Haverhill turbine outage(7)
(0.9) 
 (3.5) 
Energy and other(8)
(5.7) (2.1) (3.8) 1.3
Ending$1,097.2
 $1,243.6
 $193.9
 $210.1
 Sales and other operating revenue Adjusted EBITDA
 2019 vs. 2018 2019 vs. 2018
 (Dollars in millions)
Beginning$1,308.3
 $207.9
Volumes(1)
33.9
 6.5
Coal cost recovery and yields(2)
149.3
 1.3
Operating and maintenance costs(3)
1.4
 10.6
Energy and other(3.8) 0.4
Ending$1,489.1
 $226.7
(1)Revenues were lowerSales volumes increased 138 thousand tons in 20162019, primarily driven by lower sales volumesdue to improved operating performance at Indiana Harbor, which decreased revenues and Adjusted EBITDA by $20.6 million and $6.2 million, respectively, in 2016 compared to 2015. Additionally, lower sales volumes of 75 thousand tons to AK Steel, for which AK Steel provided make-whole payments reduced revenues by $11.4 million in 2016 compared to 2015. The 2015 results were impacted by lower sales volumes across the fleet, but primarily at Indiana Harbor, which decreased revenues and Adjusted EBITDA by $12.5 million and $4.3 million, respectively, in 2015 as compared to 2014.Harbor.
(2)In 2016 and 2015,The increase in revenues reflects the impactpass through of on-going oven rebuilds at Indiana Harbor as well as lower coal prices contributed to lower coal-to-coke yield gains. Lower yield gains in 2016 were partially offset by record yield performance at our Middletown facility. Additionally, in 2015, higher coal moistures also contributed to lower coal-to-coke yield gains.prices.
(3)The increaseAdjusted EBITDA benefited in the current year period from the absence of certain outage work, which adversely impacted Adjusted EBITDA in 2015 was primarily driven by the $12.4 million impact of lower overall operating and maintenance spending at Indiana Harbor as compared to 2014, while an additional decrease in spending at Indiana Harbor of $13.2 million in 2016 further improved Adjusted EBTIDA as compared to 2015.
(4)
This decrease in revenues and Adjusted EBITDA primarily relates to the change in Indiana Harbor's cost recovery mechanism in 2015 to a fixed recovery per ton from an annually negotiated budget amount with a cap for certain expenses and cost sharing of any differences from budgeted amounts. This fixed cost recovery per ton mechanism is in place for 2015, 2016 and 2017 and will revert back to an annually negotiated budget mechanism starting in 2018 through the end of the contract.  Had the annually negotiated budget mechanism been in place for 2016, we estimate both revenue and Adjusted EBITDA would have been higher by approximately $15 million, which is based on actual 2016 production at the facility and assumes that the actual O&M spend at the facility for the year was equal to the annually negotiated budget amount agreed to with our customer. The actual impact in 2018 when the contract reverts back to an annually negotiated budget mechanism will depend on actual volumes and actual operating and maintenance spending as it relates to the agreed upon budget with our customer.
(5)In 2016, the divestiture of the coal mining business and the transition to a 100 percent purchased third-party coal model resulted in a shift of coal transportation costs from the Coal Mining segment to our Jewell cokemaking facility of approximately $5.5 million. This shift of costs has no impact on consolidated Adjusted EBITDA.
(6)See discussion of activities related to our Haverhill energy arrangement in "Items Impacting Comparability."
(7)In October 2016, the Partnership sustained a turbine failure at its Haverhill II facility, the impact of which was partially mitigated by insurance recoveries. The Haverhill II turbine was fully restored in January 2017, and we continue to pursue additional insurance recoveries.2018.


48



(8)Results in 2016 included lower energy sales as compared to the prior year as a result of planned maintenance outages in 2016. Results in 2015 included lower transportation costs, which were passed through to our customer.
Coal Logistics
The following table explains year-over-year changes in our Coal Logistics segment's sales and other operating revenues and Adjusted EBITDA results:
 Sales and other operating revenue, inclusive of intersegment sales Adjusted EBITDA
 2016 vs. 2015 2015 vs. 2014 2016 vs. 2015 2015 vs. 2014
 (Dollars in millions)
Beginning$81.2
 $55.0
 $38.0
 $14.3
CMT(1)
34.1
 28.6
 29.9
 20.6
DRT(2)
3.9
 
 0.7
 
Transloading volumes(3)
(10.5) (6.4) (5.6) (2.9)
Price/margin impact of mix in transloading services(1.4) 3.3
 
 3.8
Fixed operating and maintenance costs
 
 0.4
 1.5
Other0.6
 0.7
 0.5
 0.7
Ending$107.9
 $81.2
 $63.9
 $38.0
 Sales and other operating revenue, inclusive of intersegment sales Adjusted EBITDA
 2019 vs. 2018 2019 vs. 2018
 (Dollars in millions)
Beginning$126.7
 $72.6
Transloading volumes(1)
(28.1) (26.5)
Price/margin impact of mix in transloading services3.2
 3.2
Other(2)
(2.7) (6.7)
Ending$99.1
 $42.6
(1)ResultsLower volumes were due to the decline in 2016 reflect a full year's contributionthermal coal export pricing, which adversely impacted certain logistics customers and contributed to the bankruptcy of CMT, which was acquiredMurray and the rejection of its take-or-pay contract with us. Consequently, no take-or-pay revenues related to Murray volume shortfalls were recorded in August 2015, while 2015 includes only a partial year of results.2019. See "Items Impacting Comparability" for additional details.
(2)DRTAdjusted EBITDA was formed in early 2016 to accommodate our Jewell cokemaking facility in its direct procurement of third-party coal.
(3)In both 2016 and 2015, lower transloading volumes were drivennegatively affected by challenging market conditions in both the thermal and metallurgical coal markets.increased mooring costs resulting from high water levels throughout 2019.


37



Brazil Coke
2016 compared to 2015
Sales and other operating revenue increased $5.5 million, or 16.2 percent, to $39.5 million in 2016 compared to $34.0 million in 2015. The increase in sales and other operating revenue was primarily due to an incremental $5.1 million in licensing fees received annually by SunCoke beginning in 2016 as well as higher reimbursement of operating and maintenance costs of $2.0 million compared to 2015. The remaining decrease was primarily related to unfavorable translation adjustments.
Adjusted EBITDA decreased $6.2 million, or 27.7 percent, to $16.2 million in 2016 compared to $22.4 million in 2015. The decrease in Adjusted EBITDA was primarily driven by the absence of our $9.5 million preferred annual dividend, no longer received with the redemption of our Brazil Investment in 2016, net of the $5.1 million additional licensing fees.     The remaining decrease was primarily related to unfavorable translation adjustments.
2015 compared to 2014
Sales and other operating revenue decreased $3.0$2.0 million, or 8.15.0 percent, to $34.0$38.4 million in 20152019 compared to $37.0$40.4 million in 2014. The decrease was primarily a result of unfavorable translation adjustments,2018, due to lower volumes at our customer's request, which decreased revenues by $8.4 million. This decrease was partially offset by higher volumes of 244 thousand over the prior year, which increased revenues $4.1 million. The remaining increase of $1.3 million was primarily related toalso resulted in lower production bonuses received from our customer for meeting certain volume targets during 2015.bonuses.
Adjusted EBITDA increased $3.5decreased $2.4 million, or 18.513.0 percent, to $22.4$16.0 million in 20152019 compared to $18.9$18.4 million in 2014. The increase was driven by higher2018, due to lower volumes of 244 thousand tons, which increased Adjusted EBITDA $2.1 million. The remaining increase of $1.4 million was primarily related to theand lower production bonuses discussed above.


49



Coal Mining
2016 compared to 2015    
Inclusive of intersegment sales, sales and operating revenues decreased $91.1 million to $22.8 million in 2016, compared to $113.9 million in 2015, primarily due to the Company's divestiture of its coal mining business to Revelation in April 2016.
Adjusted EBITDA was a loss of $6.0 million in 2016 compared to a loss of $18.9 million in 2015. The divestiture of the business improved Adjusted EBITDA results $8.4 million in 2016 as compared to 2015. Additionally, in 2016, coal transportation costs of $5.5 million shifted from our coal mining business to our Jewell cokemaking facility, within our Domestic Coke segment. This shift of costs has no impact on consolidated Adjusted EBITDA. These benefits were slightly offset by Coal Mining segment results prior to the divestiture of the business in April 2016 compared to the prior year period.
2015 compared to 2014
Inclusive of intersegment sales, sales and operating revenues decreased $51.3 million to $113.9 million in 2015, compared to $165.2 million in 2014. The decrease was primarily driven by lower volumes of 344 thousand tons, which decreased revenues $34.4 million. The remaining decrease is primarily the result of an $11 per ton decrease in price driven by depressed market conditions.
Adjusted EBITDA decreased $2.9 million to a loss of $18.9 million in 2015, compared to a loss of $16.0 million in 2014, which included a favorable $4.5 million fair value adjustment to the Harold Keene Coal Companies contingent consideration arrangement. The impact of lower pricing discussed above further decreased Adjusted EBITDA $13.3 million in 2015. These decreases were partially offset by the benefit of lower production volumes during 2015, which increased Adjusted EBITDA $13.1 million. The remaining increase of $1.8 million, primarily relates to the absence of allocated corporate costs, which were no longer allocated when the contract mining model was put in place during 2015.
Corporate and Other
2016 comparedCorporate and Other expenses, which include costs related to 2015
Corporate expenses improved $15.2our legacy coal mining business, increased $1.7 million, or 23.04.8 percent, to $51.0$37.4 million in 2016 from $66.2 million in 2015. The reduction in costs was primarily due to $13.0 million in lower legacy costs, driven by the absence of a $12.6 million non-cash pension plan termination charge recorded in 2015. The Company incurred lower severance costs of $3.8 million in 2016 as well as additional employee-related savings of $1.3 million in 2016 compared to 2015. The absence of $2.6 million of transaction costs incurred in 2015 related to the acquisition of CMT and the Granite City dropdowns further improved results in 20162019 as compared to the prior year period. These improvements were$35.7 million in 2018. This increase was driven by $5.5 million of higher costs associated with our legacy black lung liabilities further discussed in "Critical Accounting Policies," mostly offset by increases in expenses of $5.5 million substantially driven by mark-to-market adjustments in deferred compensation caused by changes in the Company's share price and the Partnership's unit price.
2015 compared to 2014    
Corporate expenses increased $11.8 million, or 21.7 percent, to $66.2 million in 2015 from $54.4 million in 2014. The increase was primarily due to $7.3 million in higher legacy costs, driven by $12.6 million in non-cash pension plan termination charges during 2015, partially offset by a decrease in black lung and workers' compensation charges as compared to the prior year period. Excluding legacy costs, the remaining increase in corporate expenses of $4.5 million related to higherlower legal and severance expenses of $4.5 million and $2.7 million, respectively, as well as higher acquisition and business development costs of $2.6 million compared to 2014. These higher costs in 2015 were offset primarily by lower employee-related costs.
Liquidity and Capital Resources
Our primary liquidity needs are to finance the replacement offund working capital, fund investments, service our debt, maintain cash reserves and replace partially or fully depreciated assets and other capital expenditures, service our debt, fund investments, fund working capital and maintain cash reserves.expenditures. Our sources of liquidity include cash generated from operations, borrowings under our revolving credit facility and, from time to time, debt and equity offerings. We believe our current resources are sufficient to meet our working capital requirements for our current business for the foreseeable future. We may be required to access the capital markets for funding related to the maturities of our long-term borrowings beginning in 2019. As of December 31, 2016, together with the Partnership,2019, we had $134.0$97.1 million of cash and cash equivalents and $195.9$244.5 million of borrowing availability under our credit facilities. In February 2017, the Company extended the maturity of the revolver to December 2018 and reduced its Revolver capacity by $25.0 million to $125.0 million.


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Distributions
In order to maintain flexibility and liquidity, our Board of Directors suspended the Company's dividend in 2016. Any future dividend or share repurchase plans are on hold pending the completion of the Simplification Transaction and will depend on business conditions, our financial condition, earnings, liquidity and capital requirements, covenants in our debt agreements and other factors. Upon closing the proposed Simplification Transaction, management intends to recommend to the Company's Board of Directors a quarterly dividend of $0.0625 per share.
On January 23, 2017, the Partnership's Board of Directors declared a quarterly cash distribution of $0.5940 per unit. This distribution will be paid on March 1, 2017 to unitholders of record on February 15, 2017. The distribution is expected to include $12.3 million to the Partnership's public unitholders. The Partnership anticipates maintaining the existing distribution during ongoing negotiations with the Company for the proposed Simplification Transaction.
Borrowings
Entering 2016, the Partnership anticipated utilizing excess liquidity of at least $60 million to meaningfully de-lever the Partnership's balance sheet in 2016. Utilizing cash generated by the business, the Partnership successfully reduced debt by $85.4 million during 2016. The de-levering activities included the repayment of $10.0 million on the Partnership Revolver as well as the repurchase of $89.5 million face value of outstanding Partnership Notes for $65.0 million of cash payments during 2016. Additionally, during 2016, the Company repaid $60.4 million on the Revolving Facility.
On July 22, 2016, the Partnership entered into a sale-leaseback arrangement of certain equipment from the Domestic Coke and Coal Logistics segments for total proceeds of $16.2 million. The leaseback agreement has an initial lease period of 60 months, with an effective interest rate of 5.82 percent and an early buyout option after 48 months to purchase the equipment at 34.5 percent of the original lease equipment cost. The arrangement is accounted for as a financing transaction, resulting in a financing obligation on the Consolidated Balance Sheets. The Partnership repaid $1.0 million of the financing obligation during 2016. Annual future minimum lease payments are approximately $2.5 million to $3.0 million through 2019 and $7.3 million in 2020, which includes the early buyout option payment.
During 2016, as a result of continued overall depressed coal market conditions and the Company's credit downgrade in late 2015, the Company and the Partnership issued $32.0 million and $1.4 million of letters of credit, respectively, as collateral to its insurance underwriters and surety companies. These letters of credit were issued in connection with certain contractual obligations, including reclamation obligations, black lung, workers' compensation, general liability and other financial guarantee obligations. As a result of issuing these letters of credits, the Company was refunded $6.0 million in cash from previous collateral deposits. Separately, the Company cancelled $4.1 million of letters of credit as a result of the divestiture of the coal mining business.
The Company and the Partnership's ability to access the debt markets, and the related cost of these borrowings, is affected by our credit ratings and market conditions. On February 8, 2017, S&P Global Ratings raised its corporate credit rating on the Company to 'BB-' from 'B' with an outlook of stable. The rating raise reflects the Company's ability to independently service its debt and therefore was aligned with the Partnership's rating. The Partnership's s corporate credit rating was reaffirmed at 'BB-.' On November 2, 2016, Moody's Corporation changed the outlook on the ratings of the Company and the Partnership to "positive" from "stable." The outlook change reflects the recent improvement in the steel markets, the Partnership's declining leverage trend over the past year and Company's recent announcement of the proposed Simplification Transaction.
Covenants
As of December 31, 2016, the Company and the Partnership were in compliance with all applicable debt covenants. We do not anticipate 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 14 to the consolidated financial statements for details on debt covenants.


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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, 2016, 20152019 and 2014:2018:
Years Ended December 31,Years Ended December 31,
2016 2015 20142019 2018
(Dollars in millions)(Dollars in millions)
Net cash provided by operating activities$219.1
 $141.1
 $112.3
$181.9
 $185.8
Net cash used in investing activities(36.2) (285.2) (125.2)(109.8) (95.8)
Net cash (used in) provided by financing activities(172.3) 128.5
 (81.7)
Net increase (decrease) in cash and cash equivalents$10.6
 $(15.6) $(94.6)
Net cash used in financing activities(120.7) (64.5)
Net (decrease) increase in cash and cash equivalents$(48.6) $25.5
Cash Provided by Operating Activities
Net cash provided by operating activities increased by $78.0decreased $3.9 million to $181.9 million in 20162019 as compared to 2018. The absence of take-or-pay revenues from Murray was mostly offset by the prior year partially due to the full year benefitimproved operating performance of CMT's cash provided by operating activities, a net increase of $35.0 million. Larger decreases to coal inventory levels and coal prices in 2016 as compared to 2015our domestic cokemaking operations as well as a favorable year-over-year change of approximately $10 million in primary working capital, which is comprised of accounts receivable, inventories and accounts payable, primarily driven by the timing of payments for coal purchases in 2015 provided additional operating cash flowthe fourth quarter of approximately $23 million in 2016. Lower operating costs due to the divestiture of the coal mining business during 2016 also contributed to the increase in operating cash flow as compared to 2015. Additionally, the prior year period was adversely impacted by coal severance payments of $11.5 million during the year ended December 31, 2015 compared to the current year period.2019.
Net cash provided by operating activities increased by $28.8 million in 2015 as compared to 2014 as a result of lower inventory due to the wind down of a strategic build in inventory levels from the second half of 2014 and lower coal prices. This increase was partially offset by severance payments of $11.5 million during 2015 and decreased accounts payables due to the timing of payments.
Cash Used in Investing Activities
Net cash used in investing activities decreased $249.0increased $14.0 million to $36.2$109.8 million for the year ended December 31, 2016in 2019 as compared to 2018. The current year period included higher capital spending of $9.8 million as compared to the prior year. The decreaseyear, which is primarily duethe result of capital spending for certain upgrades in order to improve the long-term reliability and operational performance of our assets. The change also reflects the absence of the investing cash outflow of $191.7 million from the acquisition of CMT in 2015. In 2016, the Partnership amended an agreement with The Cline Group, which unrestricted $6.0 million of previously restricted cash and relieved the Partnership of any obligation to repay these amounts to The Cline Group. The Company also received $20.5 million in cash at the closing of the redemption of its Brazil Investment during 2016. These cash inflows were more than offset by the divestiture of the coal mining business in 2016, where the Company paid $12.8 million to Revelation, as well as capital expenditures, excluding the CMT capital expansion costs, which was funded from restricted cash. The decrease in capital expenditures in 2016 compared to 2015 related to lower spending on the environmental remediation project at Haverhill during 2016.
Net cash used in investing activities increased $160.0 million to $285.2 million for the year ended December 31, 2015 compared to prior year. In 2015, the Partnership acquired CMT resulting in a cash payment of $191.7 million and the restriction of an additional $17.7$4.0 million of cash withheld to fundreceived for the completionsale of expansion capital improvements. The $17.7 million of restricted cash was net of capital expenditures on the project sinceIndia equity method investment in the acquisition and was included in restricted cash on the Consolidated Balance Sheets. The increase was partially offset by higher capital expenditures related to the Indiana Harbor refurbishment and environmental remediation project at Haverhill in 2014.prior year period.
Cash (Used in) Provided byUsed in Financing Activities
Net cash used in financing activities was $172.3$120.7 million in 2019. In 2019, the Company reduced total debt by $58.5 million for the year ended December 31, 2016. In 2016, primarily in connection with the Partnership's de-levering activities, the Partnershiptotal cash payments of $55.1 million and also paid $2.1 million of related debt issuance costs. Additionally, the Company made repaymentsrepurchased shares for total cash payments of debt, net$36.3 million under the repurchase program discussed in Item 5 of proceeds from the sale-leaseback arrangement, of $121.5 million. Additionally, during 2016, the Partnership paid distributions to public unitholders of $49.4 million. See Note 14Part II to our consolidated financial statements for further discussionand paid dividends to stockholders of debt activities.
Net cash provided by financing activities was $128.5$5.1 million. The Partnership made distribution payments to public unitholders of $14.2 million forprior to the year ended December 31, 2015. In 2015, primarilySimplification Transaction, and the Company made payments of $5.1 million in connection with the Granite City Dropdown and the acquisition of CMT, proceeds from the issuance of debt, net of repayments were $249.4 million. These net cash inflows were partially offset by return of investments to shareholders and unitholders, including dividends and distributions of $71.3 million and equity repurchases of $48.5 million.Simplification Transaction.




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Net cash used in financing activities was $81.7$64.5 million forin 2018, and was primarily related to the year ended December 31, 2014. In 2014, in connection withPartnership's distribution payments to public unitholders of $31.9 million, repayments on the Haverhill and Middletown Dropdown,Partnership's Revolver of $25.0 million, the Company's purchase of outstanding Partnership received $90.5 million from issuance of common units and made repayments of debt, net of proceeds from issuance of debt of $54.2 million. Additionally, during 2014, the Company and the Partnership paid dividends and distributions to shareholders and unitholders of $36.1for $4.2 million and repayments on the Financing Obligation of $2.6 million.
Dividends
On November 5, 2019, SunCoke's Board of Directors declared a cash dividend of $0.06 per share of the Company's common stock. This dividend was paid on December 2, 2019, to stockholders of record on November 19, 2019.
Additionally, on January 29, 2020, SunCoke's Board of Directors declared a cash dividend of $0.06 per share of the Company's common stock. This dividend will be paid on March 2, 2020, to stockholders of record on February 18, 2020.
Share Repurchase Programs
During 2019, the Company repurchased $85.1$36.1 million of shares.our common stock, or 6.3 million shares, in the open market for an average price of $5.72.
Since December 31, 2019, the Company has repurchased an additional $3.3 million of our common stock, or 0.5 million shares, in the open market for an average share price of $6.25, resulting in the completion of this stock repurchase program.
On October 28, 2019, the Company's Board of Directors authorized a new program to repurchase outstanding shares of the Company’s common stock, $0.01 par value, from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws, for a total aggregate cost to the Company not to exceed $100.0 million.
Covenants
As of December 31, 2019, 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 12 to the consolidated financial statements for details on debt covenants.
Credit Rating
In March 2019, S&P Global Ratings reaffirmed our corporate credit rating of BB- (stable). Additionally, in May 2019, Moody’s Investors Service reaffirmed our corporate family rating of B1 (stable).




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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 and customer requirements, and may differ from current or anticipated levels. Material changes in capital expenditure levels may impact financial results, including but not limited to the amount of depreciation, interest expense and repair and maintenance expense.
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. Ongoing capital expenditures are made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of the assets and/or to extend their useful lives and also include new equipment that improves the efficiency, reliability or effectiveness of existing assets. Ongoing capital expenditures do not include normal repairs and maintenance expenses, which are expensed as incurred;
Environmental remediation project expenditures required to implement design changes to ensure that our existing facilities operate in accordance with existing environmental permits; and
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 coal logistics service agreement and on which we expect to earn a reasonable return.
The following table summarizes ongoing, environmental remediation project and expansion capital expenditures:
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Ongoing capital(1)
$39.8
 $45.9
 $50.6
Environmental remediation project(2)
7.8
 20.9
 46.4
Expansion capital:(3)
     
Indiana Harbor
 2.4
 24.2
CMT(4)
13.5
 4.6
 
Other capital expansion2.6
 2.0
 4.0
Total expansion capital16.1
 9.0
 28.2
Total capital expenditures$63.7
 $75.8
 $125.2
 Years Ended December 31,
 2019 2018
 (Dollars in millions)
Ongoing capital(1)
$94.2
 $69.7
Environmental remediation project(2)
15.9
 29.8
Expansion capital
 0.8
Total capital expenditures$110.1
 $100.3
(1)Includes $14.0$34.8 million and $12.1$33.6 million of capital expenditures in connection with our currentthe oven rebuild initiative at our Indiana Harbor facility which began in 2015, for the years ended December 31, 20162019 and 2015,2018, respectively.
(2)Includes $2.7 million, $2.9$2.3 million and $3.2 million of interest capitalized in connection with the environmentalGranite City gas sharing projectsproject for the years ended December 31, 2016, 20152019 and 2014,2018, respectively.
(3)Excludes the acquisition of CMT.
(4)Represents The gas sharing projects were completed in June 2019, and we do not anticipate any further capital expenditures for the ship loader expansion project funded with cash withheld in conjunction with the acquisition of CMT. Additionally, this includes capitalized interest of $2.3 million and $0.8 million for the years ended December 31, 2016 and 2015, respectively.expenditures.
In 2017,2020, we expect our capital expenditures to be approximatelybetween $70 million and $80 million, which is comprised of the following: million.    
Total ongoing capital expenditures of approximately $52 million, of which approximately $17 million will be spent at the Partnership and approximately $20 million will be spent on the Indiana Harbor oven rebuild project.




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Total capital expenditures on environmental remediation projects of approximately $25 million, all of which will be spent at the Partnership; and
Total expansion capital of approximately $3 million in our Coal Logistics segment.
We expect that capital expenditures will remain at this level in 2018, including capital expenditures of approximately $25 million at the Partnership related to the remediation project.
We anticipate spending a total of between $140 million and $145 million in environmental remediation projects to fund our environmental remediation projects to comply with the expected terms of the consent decree at our Haverhill and Granite City cokemaking operations. We have spent approximately $93 million related to these projects since 2012. The remaining capital is expected to be spent through the first quarter of 2019. A portion of the proceeds from the Partnership's initial public offering, the Haverhill and Middletown Dropdown and the Granite City Dropdown are expected to be used to fund $119 million of these environmental remediation projects.
Contractual Obligations
The following table summarizes our significant contractual obligations as of December 31, 2016:
2019:
  Payment Due Dates  Payment Due Dates
Total 2017 2018-2019 2020-2021 ThereafterTotal 2020 2021-2022 2023-2024 Thereafter
(Dollars in millions)(Dollars in millions)
Total borrowings:(1)
                  
Principal$858.0
 $4.9
 $286.3
 $566.8
 $
$800.5
 $2.9
 $4.3
 $143.3
 $650.0
Interest178.2
 55.5
 97.9
 24.8
 
291.6
 54.6
 108.5
 106.2
 22.3
Operating leases(2)
12.4
 3.3
 5.5
 2.3
 1.3
14.1
 2.3
 3.9
 2.6
 5.3
Purchase obligations:

        

        
Coal(3)
420.3
 420.3
 
 
 
671.3
 671.3
 
 
 
Transportation and coal handling(4)
244.0
 28.6
 59.6
 57.9
 97.9
75.5
 27.5
 17.8
 13.6
 16.6
Other(5)
10.2
 2.6
 3.1
 1.8
 2.7
7.5
 2.4
 3.3
 1.8
 
Total$1,723.1

$515.2

$452.4

$653.6

$101.9
$1,860.5

$761.0

$137.8

$267.5

$694.2
(1)At December 31, 2016,2019, debt consists of $44.6$650.0 million of Company2025 Senior Notes, $463.0$7.2 million of Partnership Notes, $113.2 million of Partnership Promissory Note, $172.0 million of Partnership Revolver, $15.2 million of Partnership Financing Obligation and $50.0$143.3 million of Partnership Term Loan.Revolving Facility. Projected interest costs on variable rate instruments were calculated using market rates at December 31, 2016.2019.
(2)Our operating leases include leases for land, locomotives, office space, equipment, railcars and other property and equipment. Operating leases include all operating leases that have initial noncancelable terms in excess of one year.locomotives. See Note 14 to our consolidated financial statements.
(3)Certain coal procurement contracts included in the table above were not executed at December 31, 2016. We estimate these2019. These contracts to bewere approximately $100$30 million of additional purchase obligations in 2017 and expect these to bewere finalized in the first quarter of 2017.2020.
(4)Transportation and coal handling services consist primarily of railroad and terminal services attributable to delivery and handling of coal purchases and coke sales. Long-term commitments generally relate to locations for which limited transportation options exist and match the length of the related coke sales agreement.
(5)Primarily represents open purchase orders for materials, supplies and services.
A purchase obligation is an enforceable and legally binding agreement to purchase goods or services that specifies significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our principal purchase obligations in the ordinary course of business consist of coal and transportation and distribution services, including railroad services. We also have contractual obligations supporting financing arrangements of third-parties, contracts to acquire or construct properties, plants and equipment, and other contractual obligations, primarily related to services and materials. Most of our coal purchase obligations are based on fixed prices. These purchase obligations generally include fixed or minimum volume requirements. Transportation and distribution obligations also typically include required minimum volume commitments. The purchase obligation amounts in the table


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above are based on the minimum quantities or services to be purchased at estimated prices to be paid based on current market conditions. Accordingly, the actual amounts may vary significantly from the estimates included in the table.
Off-Balance Sheet Arrangements
We have letters of credit disclosed in Note 1412 to the consolidated financial statements as well as operatingshort-term leases discloseddiscussed in Note 1514 to the consolidated financial statements. WeAdditionally, we had outstanding surety bonds with third parties of approximately $25$23 million as of December 31, 20162019 to secure reclamation and other performance commitments. Other than these arrangements, the Company has not entered into any transactions, agreements or other contractual arrangements that would result in material off-balance sheet liabilities.


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Impact of Inflation
Although the impact of inflation has been relatively low in recent years, it is still a factor in the U.S. economy and may increase the cost to acquire or replace properties, plants, and equipment and may increase the costs of labor and supplies. To the extent permitted by competition, regulationregulations and existing agreements, we have generally passed along increased costs due to inflation to our customers in the form of higher fees and we expect to continue this practice.
Critical Accounting Policies
A summary of our significant accounting policies is included in Note 2 to the consolidated financial statements. Our management believes that the application of these policies on a consistent basis enables us to provide the users of theour financial statements with useful and reliable information about our operating results and financial condition. 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. Significant items that are subject to such estimates and assumptions consist of: (1) properties, plants and equipment; (2) accounting for impairments;impairments of goodwill and (3)long-lived assets and (2) black lung benefit obligations. Although our management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results may differ to some extent from the estimates on which our consolidated financial statements have been prepared at any point in time. 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.
Properties, Plants and Equipment
The cost of plants and equipment is generally depreciated on a straight-line basis over the estimated useful lives of the assets. Useful lives of assets are based on historical experience and are adjusted when changes in the expected physical life of the asset, its planned use, technological advances, or other factors show that a different life would be more appropriate. Changes in useful lives that do not result in the impairment of an asset are recognized prospectively. Throughout the periods presented, we revised the estimated useful lives of certain assets in our Domestic Coke, Coal Logistics and Coal Mining segments. See Note 21 to the consolidated financial statements for further discussion on the revised useful lives impact.
Normal repairs and maintenance costs are expensed as incurred. Repairs and maintenance costs, which are generally reimbursed as part of the pass-through nature of our contracts, were $116.4 million, $128.2 million and $141.7 million and for the years ended December 31, 2016, 2015 and 2014, respectively. Direct costs, such as outside labor, materials, internal payroll and benefit costs, incurred as a part of capital projects that extend an asset's useful life, increase its productivity or add production capacity at our facilities are capitalized; indirect costs are not capitalized.
Accounting for Impairments
Goodwill
Goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired, is tested for impairment as of October 1 of each year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of thea reporting unit to below its carrying value. The analysis of potential goodwill impairment employs a two-step process. The first step involves the estimation of fair valueGoodwill allocated to our Logistics segment was zero and $73.5 million at December 31, 2019 and December 31, 2018, respectively.
A significant portion of our reporting units. If step one indicates that impairmentlogistics business has historically held long-term, take-or-pay contracts with Murray and Foresight, which have been adversely impacted by declining coal export prices and domestic demand. On October 29, 2019, Murray filed for Chapter 11 bankruptcy and also filed a motion to reject its contract with CMT, which was subsequently authorized by the bankruptcy court. In addition, during the third quarter Foresight engaged outside counsel and financial advisors to assess restructuring options and has elected to exercise its grace period on its third quarter interest payment to its lenders, which was subsequently extended to February 28, 2020.
The Company concluded the impact of goodwill potentially exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is lessevents discussed above could more likely than its carrying value.
The Coal Logistics reporting unit had a goodwill carrying value of $73.5 million as of December 31, 2016. The step one analysis as of October 1st resulted innot reduce the fair value of the CoalLogistics reporting unit below its carrying value, requiring SunCoke to perform its annual goodwill test as of September 30, 2019. The fair value of the Logistics reporting unit, which was determined based on a discounted cash flow analysis, exceeding itsdid not exceed the carrying value by approximately 6 percent. A significant portion of


55



our coal logistics business holds long-term, take-or-pay contracts with Murray and Foresight. the reporting unit. Key assumptions in our goodwill impairment test include continued customer performance against long-term, take-or-pay contracts, renewal of future long-term, take-or-pay contracts,included reduced forecasted volumes and reduced rates from Foresight, no further business from Murray, incremental merchant business and an 18 percenta discount rate of 12 percent, representing the estimated weighted average cost of capital for this business line. The useAs a result, the Company recorded a $73.5 million non-cash, pre-tax impairment charge to the Logistics segment on the Consolidated Statements of different assumptions, estimates or judgments, such as the estimated future cash flows of Coal Logistics and the discount rate used to discount such cash flows, could significantly impact the estimated fair value ofOperations during 2019, which represents a reporting unit, and therefore, impact the excess fair value above carrying valuefull impairment of the reporting unit. A 100 basis point change in the discount rate would not have reduced the fair value of the reporting unit below its carrying value.Logistics goodwill balance.
To the extent changes in factors or circumstances occur that impact our future cash flow projections, such as a loss of either Murray or Foresight as customers, significant reductions in volume or pricing beyond our existing contract term or lower incremental merchant business, future assessments of goodwill and intangible assets may result in material impairment charges. Long-lived Assets
Finite-Lived Intangible Assets
IntangibleLong-lived assets are primarilycomprised of properties, plants and equipment as well as our long-lived intangible assets, comprised of customer contracts, customer relationships, and permits. Intangible assets are amortized over their useful lives in a manner that reflects the pattern in which the economic benefit of the asset is consumed.
We test the carrying amount of our finite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This assessment employs a two-step approach. The first step is used to determine if a potential impairment exists while the second step measures the associated impairment loss, if any. An impairment loss is recognized if, in performing the impairment review, it is determined that the carrying amount of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. A long-lived asset, or group of assets, is considered to be impaired when the undiscounted net cash flows expected to be generated by the asset are less than its carrying amount. Such estimated future cash flows are highly subjective and are based on numerous assumptions about future operations and market conditions. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets. It is also difficult to precisely estimate fair market value because quoted market prices for our long-lived assets may not be readily available. Therefore, fair market value is generally based on the present values of estimated future cash flows using discount rates commensurate with the risks associated with the assets being reviewed for impairment.
Cash flows at

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As a result of our Indiana Harbor facilitylogistics customers' events discussed above, CMT's long-lived assets, including customer contracts, customer relationships, permits and properties, plant and equipment, were negative during 2016, driven byalso assessed for impairment as of September 30, 2019. The Company re-evaluated its projections for throughput volumes, pricing and customer performance against the oven rebuild project implemented to address coke oven degradation. Based on these results, we performed an impairment test in 2016 and concluded that ourexisting long-term take-or-pay contracts. The resulting undiscounted cash flows were approximately 50 percent, or substantially in excess, oflower than the carrying value of ourthe asset group. Therefore, the Company assessed the fair value of the asset group to measure the amount of impairment. The fair value of the CMT long-lived assets at Indiana Harbor. However, we continuewas determined to closely monitorbe $112.1 million based on discounted cash flows, asset replacement cost and adjustments for capacity utilization, which are considered Level 3 inputs in the fair value hierarchy as defined in Note 18 to our performance at Indiana Harbor,consolidated financial statements. Key assumptions in our discounted cash flows included reduced forecasted volumes and if our coke oven rebuild project does not stabilize production or ifreduced rates from Foresight, no further business from Murray, incremental merchant business and a discount rate of 11 percent, representing the project costs are significantly higher than expected, our current conclusion as to recoverabilityestimated weighted average cost of assets at that location could change.
For further informationcapital for this asset group. As a result, during 2019, the Company recorded a total non-cash, pre-tax long-lived asset impairment charge of $173.9 million included in long-lived asset and goodwill impairment on impairments recorded during periods presented see Note 20the Consolidated Statements of Operations, all of which was attributable to the consolidated financial statements.Logistics segment. The charge included an impairment of CMT's long-lived intangible assets and property, plants and equipment of $113.3 million and $60.6 million, respectively.
Black Lung Benefit Liabilities
We haveThe Company has obligations related to coal workers’ pneumoconiosis, or black lung, benefits to certain of our employeesformer coal miners and former employees (and their dependents).dependents. Such benefits are provided for under Title IV of the Federal Coal Mine Health and Safety Act of 1969 and subsequent amendments, as well as for black lung benefits provided in the states of Virginia, Kentucky and West Virginia pursuant to workers’ compensation legislation. The Patient Protection and Affordable Care Act (“PPACA”), which was implemented in 2010, amended previous legislation related to coal workers’ black lung obligations. PPACA provides for the automatic extension of awarded lifetime benefits to surviving spouses and changes the legal criteria used to assess and award claims. We act as a self-insurer for both state and federal black lung benefits and adjust our liability each year based upon actuarial calculations of our expected future payments for these benefits.
Our independent actuarial consultants annually calculate the present value of the estimated black lung liability annually based on actuarial models utilizing our population of former coal mining employees,miners, historical payout patterns of both the Company and the industry, actuarial mortality rates, disability incidence, medical costs, death benefits, dependents, discount


56



rates and the current federally mandated payout rates. The estimated liability may be impacted by future changes in the statutory mechanisms, modifications by court decisions and changes in filing patterns driven by perceptions of success by claimants and their advisors, the impact of which cannot be estimated.
The following table summarizes discount rates utilized, active claims and the total estimated black lung liability:
liabilities:
 December 31,
 2016 2015
Discount rate (percent)(1)
3.7% 3.9%
Active claims349
 323
Estimated black lung liability (dollars in millions)(2)
$50.2
 $49.9
 December 31,
 2019 2018
Discount rate(1)
2.9% 4.0%
Active claims324
 345
Total black lung liability (dollars in millions)(2)
$55.1
 $49.4
(1) The discount rate is determined based on a portfolio of high-quality corporate bonds with maturities that are consistent with the estimated duration of our black lung obligations. A 0.25 percent decrease of 25 basis points in the discount rate would have increased coal workers' black lung expense by $1.2$1.3 million in 2016.2019.
(2) The current portion of the black lung liability was $4.8$4.6 million and $5.2$4.5 million at December 31, 20162019 and 2015,2018, respectively, and was included in accrued liabilities on the Consolidated Balance Sheet.Sheets.
The following table summarizes annual black lung payments and expense:
Years Ended December 31,Years Ended December 31,
2016 2015 20142019 2018 2017
(dollars in millions)(Dollars in millions)
Payments$7.8
 $3.8
 $2.8
$5.2
 $6.3
 $7.4
Expense(1)$8.1
 $9.8
 $14.3
$10.9
 $5.4
 $7.5
(1)Expense during 2019 reflects the impact of lower discount rates and an increase in expected future claims as a result of higher refiling and approval rate assumptions.
Recent Accounting Standards
See Note 2 to our consolidated financial statements.


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Non-GAAP Financial Measures
In addition to the GAAP results provided in the Annual Report on Form 10-K, we have provided a non-GAAP financial measure, Adjusted EBITDA. Our management, as well as certain investors, uses this non-GAAP measure to analyze our current and expected future financial performance and liquidity.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. See Note 2120 in our consolidated financial statements for both the definition of Adjusted EBITDA and reconciliationsthe reconciliation from GAAP to the non-GAAP measurement for 2016, 20152019, 2018 and 2014.2017.
Below is a reconciliation of 20172020 Adjusted EBITDA guidance from its closest GAAP measures:measure:
 2017 2020
 Low High Low High
Net Cash Provided by Operating activities $140
 $155
Subtract:    
Depreciation and amortization expense 131
 131
Changes in working capital and other (20) (18)
Net Income $29
 $42
Net income $33
 $43
Add:        
Depreciation and amortization expense 131
 131
 132
 128
Interest expense, net 57
 54
 58
 58
Income tax expense 3
 8
 12
 16
Adjusted EBITDA $220
 $235
 $235
 $245
Subtract: Adjusted EBITDA attributable to noncontrolling interest(1)
 90
 94
 7
 7
Adjusted EBITDA attributable to SXC $130
 $141
Adjusted EBITDA attributable to SunCoke Energy, Inc. $228
 $238
(1)
Reflects non-controlling interest in Indiana Harbor and the portion of the Partnership owned by public unitholders.Harbor.




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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this Annual Report on Form 10-K, including, among others, in the sections entitled “Business,” “Risk Factors,” "Quantitative and Qualitative Disclosures About Market Risk" and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Such forward-looking statements are based on management’s beliefs and assumptions andbased on information currently available. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and may be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “will,” “should” or the negative of these terms or similar expressions. In particular, statements in this Annual Report on Form 10-K concerning future dividend declarations are subject to approval by our Board of Directors and will be based upon circumstances then existing.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements. We do not have any intention or obligation to update any forward-looking statement (or its associated cautionary language), whether as a result of new information or future events, after the date of this Annual Report on Form 10-K, except as required by applicable law.
The risk factors discussed in “Risk Factors” could cause our results to differ materially from those expressed in the forward-looking statements made in this Annual Report on Form 10-K. There also may be other risks that are currently unknown to us or that we are unable to predict at this time. Such risks and uncertainties include, without limitation:
changes in levels of production, production capacity, pricing and/or margins for coalvolatility and coke;
variation in availability, quality and supply of metallurgical coal usedcyclical downturns in the cokemaking process, including as a result of non-performance bysteel industry and in other industries in which our suppliers;
changes in the marketplace that may affect our coal logistics business, including the supply and demand for thermal and metallurgical coal;customers and/or suppliers operate;
changes in the marketplace that may affect our cokemaking business, including the supply and demand for our coke products, as well as increased imports of coke from foreign producers;
competition from alternative steelmakingvolatility, cyclical downturns and other technologieschange in the business climate and market for coal, affecting customers or potential customers for our logistics business;
changes in the marketplace that havemay affect our logistics business, including the potential to reduce or eliminate the use of coke;
our dependence on, relationships with,supply and other conditions affecting, our customers;demand for thermal and metallurgical coal;
severe financial hardship or bankruptcy of one or more of our major customers, or the occurrence of a customer default or other event affecting our ability to collect payments from our customers;
volatilityour ability to repair aging coke ovens to maintain operational performance;
age of, and cyclical downturnschanges in the steel industryreliability, efficiency and capacity of the various equipment and operating facilities used in our cokemaking operations, and in the operations of our subsidiaries major customers, business partners and/or suppliers;  
changes in the expected operating levels of our assets;
changes in the level of capital expenditures or operating expenses, including any changes in the level of environmental capital, operating or remediation expenditures;
changes in levels of production, production capacity, pricing and/or margins for coal and coke;
changes in product specifications for the coke that we produce or the coals we mix, store and transport;
our ability to meet minimum volume requirements, coal-to-coke yield standards and coke quality standards in our coke sales agreements;
variation in availability, quality and supply of metallurgical coal used in the cokemaking process, including as a result of non-performance by our suppliers;
effects of geologic conditions, weather, natural disasters and other industriesinherent risks beyond our control;
effects of adverse events relating to the operation of our facilities and to the transportation and storage of hazardous materials or regulated media (including equipment malfunction, explosions, fires, spills, impoundment failure and the effects of severe weather conditions);


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the existence of hazardous substances or other environmental contamination on property owned or used by us;
required permits and other regulatory approvals and compliance with contractual obligations and/or bonding requirements in whichconnection with our cokemaking, logistics operations, and/or former coal mining activities;
the availability of future permits authorizing the disposition of certain mining waste and the management of reclamation areas;
risks related to environmental compliance;
our ability to comply with applicable federal, state or local laws and regulations, including, but not limited to, those relating to environmental matters;
risks related to labor relations and workplace safety;
availability of skilled employees for our cokemaking, and/or logistics operations, and other workplace factors;
our ability to service our outstanding indebtedness;
our indebtedness and certain covenants in our debt documents;
our ability to comply with the covenants and restrictions imposed by our financing arrangements;
changes in the availability and cost of equity and debt financing;
impacts on our liquidity and ability to raise capital as a result of changes in the credit ratings assigned to our indebtedness;
competition from alternative steelmaking and other technologies that have the potential to reduce or eliminate the use of coke;
our dependence on, relationships with, and other conditions affecting our customers;
our dependence on, relationships with, and other conditions affecting our suppliers;
nonperformance or force majeure by, or disputes with, or changes in contract terms with, major customers, suppliers, dealers, distributors or other business partners;
effects of adverse events relating to the business or commercial operations of our customers and/or suppliers operate;suppliers;
volatility, cyclical downturnschanges in credit terms required by our suppliers;
our ability to secure new coal supply agreements or to renew existing coal supply agreements;
effects of railroad, barge, truck and other change in the business climatetransportation performance and market for coal, affecting customers or potential customers for the Partnership's coal logistics business;
our significant equity interest in the Partnership;costs, including any transportation disruptions;
our ability to enter into new, or renew existing, long-term agreements upon favorable terms for the sale of coke, steam, or electric power, or for coal handling services of coal and other aggregates (including transportation, storage and blending)mixing);
the Partnership'sour ability to enter into new, or renew existing, agreements upon favorable terms for Coal Logisticslogistics services;
our ability to successfully implement domestic and/or international growth strategies;
our ability to identify acquisitions, execute them under favorable terms, and integrate them into our existing business operations;
our ability to realize expected benefits from investments and acquisitions;
our ability to enter into joint ventures and other similar arrangements under favorable terms;
our ability to consummate assets sales, other divestitures and strategic restructuring in a timely manner upon favorable terms, and/or realize the anticipated benefits from such actions;
our ability to consummate investments under favorable terms, including with respect to existing cokemaking facilities, which may utilize by-product technology, and integrate them into our existing businesses and have them perform at anticipated levels;
our ability to develop, design, permit, construct, start up, or operate new cokemaking facilities in the U.S. or in foreign countries;




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our ability to successfully implement domestic and/or our international growth strategies;
our ability to realize expected benefits from investments and acquisitions;
age of, and changes in the reliability, efficiency and capacity of the various equipment and operating facilities used in our coal mining and/or cokemaking operations, and in the operations of our subsidiaries major customers, business partners and/or suppliers;
changes in the expected operating levels of our assets;
our ability to meet minimum volume requirements, coal-to-coke yield standards and coke quality standards in our coke sales agreements;
changes in the level of capital expenditures or operating expenses, including any changes in the level of environmental capital, operating or remediation expenditures;
our ability to service our outstanding indebtedness;
our ability to comply with the restrictions imposed by our financing arrangements;
our ability to comply with federal or state environmental statutes, rules or regulations;
nonperformance or force majeure by, or disputes with, or changes in contract terms with, major customers, suppliers, dealers, distributors or other business partners;
availability of skilled employees for our cokemaking, and/or coal logistics operations, and other workplace factors;
effects of railroad, barge, truck and other transportation performance and costs, including any transportation disruptions;
effects of adverse events relating to the operation of our facilities and to the transportation and storage of hazardous materials (including equipment malfunction, explosions, fires, spills, and the effects of severe weather conditions);
effects of adverse events relating to the business or commercial operations of our customers and/or suppliers;
disruption in our information technology infrastructure and/or loss of our ability to securely store, maintain, or transmit data due to security breach by hackers, employee error or malfeasance, terrorist attack, power loss, telecommunications failure or other events;
the accuracy of our ability to enter into joint venturesestimates of reclamation and other similar arrangements under favorable terms;
our ability to consummate assets sales, other divestitures and strategic restructuring in a timely manner upon favorable terms, and/or realize the anticipated benefits from such actions;
changes in the availability and cost of equity and debt financing;
impacts on our liquidity and ability to raise capital as a result of changes in the credit ratings assigned to our indebtedness;
changes in credit terms required by our suppliers;environmental obligations;
risks related to labor relations and workplace safety;obligations under mineral leases retained by us in connection with the divestment of our legacy coal mining business;
risks related to the ability of the assignee(s) to perform in compliance with applicable requirements under mineral leases assigned in connection with the divestment of our legacy coal mining business;
proposed or final changes in existing, or new, statutes, regulations, rules, governmental policies and taxes, or their interpretations, including those relating to environmental matters and taxes;
the existence of hazardous substances or other environmental contamination on property owned or used by us;
the availability of future permits authorizing the disposition of certain mining waste;
claims of noncompliance with any statutory and regulatory requirements;
proposed or final changes in accounting and/or tax methodologies, laws, regulations, rules, or policies, or their interpretations, including those affecting inventories, leases, post-employment benefits, income, or other matters;
historical combined and consolidated financial data may not be reliable indicator of future results;


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effects resulting from our separation from Sunoco, Inc.;
public company costs;
our indebtedness and certain covenants in our debt documents;
our ability to secure new coal supply agreements or to renew existing coal supply agreements;
required permits and other regulatory approvals and compliance with contractual obligations and/or bonding requirements in connection with our cokemaking, coal logistics operations, and/or former coal mining activities;
changes in product specifications for eitherfederal, state, or local tax laws or regulations, including the coalinterpretations thereof;
claims of noncompliance with any statutory or coke that we produce or the coals we mix, store and transport;regulatory requirements;
changes in insurance markets impacting cost, level and/or types of coverage available, and the financial ability of our insurers to meet their obligations;
changes in accounting rules or their interpretations, including the methodinadequate protection of accounting for inventories, leases, post-employment benefit and/or other items;
changes in tax laws or their interpretations, including regulations governing the federal income tax treatment of the Partnership;our intellectual property rights;
volatility in foreign currency exchange rates affecting the markets and geographic regions in which we conduct business;
changes in financial markets impacting post-employment benefit and funding requirements;
the accuracy of our estimates of reclamation and other mine closure obligations;
inadequate protection of our intellectual property rights; and
effectshistorical consolidated financial data may not be reliable indicators of geologic conditions, weather, natural disasters and other inherent risks beyond our control.future results.
The factors identified above are believed to be important factors, but not necessarily all of the important factors, that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein also could have material adverse effects on us. All forward-looking statements included in this Annual Report on Form 10-K are expressly qualified in their entirety by the foregoing cautionary statements.




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Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Our primary areas of market risk include changes in: (1) the price of coal, which is the key raw material for our cokemaking business; (2) interest rates; and (3) foreign currency exchange rates. We do not enter into any market risk sensitive instruments for trading purposes.
Price of coal
We dodid not use derivatives to hedge any of our coal purchases or sales. 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.
For our Domestic Coke segment, the largest component of the price of our coke is coal cost. However, under the coke sales agreements at all of 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. As such, when targeted coal-to-coke yields are achieved, the price of coal is not a significant determining factor in the profitability of these facilities. The coal component of the Jewell coke price is fixed annually for each calendar year based on the weighted-average contract price of third-party coal purchases at our Haverhill facility applicable to ArcelorMittalAM USA coke sales. ToTherefore, we are subject to market risk to the extent that contracts for third-partythe cost to procure coal purchases at Jewell differs from the amount allowable to be passed through to our Haverhill facility convert to pricing mechanisms of less than a year, then the Jewell coke price will be adjusted accordingly during that year.customer based on Haverhill's coal price.
The provisions of our coke sales agreements require us to meet minimum production levels and generally require us to secure replacement coke supplies at the prevailing contractmarket price if we do not meet contractual minimum volumes. Because market prices for coke are generally highly correlated to market prices for metallurgical coal, to the extent any of our facilities are unable to produce their contractual minimum volumes, we are subject to market risk related to the procurement of replacement supplies.
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, 20162019 and 2015,2018, the daily average outstanding balance on borrowings with variable interest rates was $262.1$152.1 million and $92.0$172.5 million, respectively. Assuming a 50 basis point change in LIBOR, interest expense would have been impacted by $1.2$0.8 million and $0.5$0.9 million in 20162019 and 2015,2018, respectively. At December 31, 2016,2019, we had outstanding borrowings with variable interest rates of $172.0 million and $50.0$143.3 million under the Partnership Revolver and the Partnership Term Loan, respectively.Revolving Facility.
At December 31, 20162019 and 2015,2018, we had cash and cash equivalents of $134.0$97.1 million and $123.4$145.7 million, respectively, which accruesaccrue interest at various rates. 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 $0.6 million and $0.7 million for the years ended December 31, 20162019 and 2015,2018, respectively.
Foreign currency
Because we operate outside the U.S., we are subject to risk resulting from changes in the Brazil RealBrazilian 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. 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. If the currency exchange rates had changed by 10 percent, we estimate the impact to our net income in 2016both 2019 and 20152018 would have been approximately $0.5 million and $0.4 million, respectively.million.





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Item 8.Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
 Page
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  




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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors and Stockholders
SunCoke Energy, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of SunCoke Energy, Inc. and subsidiaries (the Company) as of December 31, 20162019 and 2015 and2018 the related consolidated statements of operations, comprehensive income (loss), equity, and cash flowflows for each of the years in the two-yearthree-year period ended December 31, 2016. These2019, and the related notes (collectively, the consolidated financial statements arestatements). We also have audited the responsibilityCompany’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.Treadway Commission.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SunCoke Energy, Inc. and subsidiariesthe Company as of December 31, 20162019 and 2015,2018, and the results of theirits operations and theirits cash flows for each of the years in the two-yearthree-year period ended December 31, 2016,2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, Also in accordance withour opinion, the standards of the Public Company Accounting Oversight Board (United States), SunCoke Energy, Inc.’smaintained, in all material respects, effective internal control over financial reporting as of December 31, 2016,2019 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)Commission.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases effective January 1, 2019 due to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842), and our report dated February 16, 2017 expressed an unqualified opinion on the effectiveness of theits subsequent amendments.
Basis for Opinions
The Company’s internal control over financial reporting.

/s/ KPMG LLP

Chicago, Illinois
February 16, 2017




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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
SunCoke Energy, Inc.:
We have audited SunCoke Energy, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). SunCoke Energy, Inc.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management'sManagement’s Report on Internal Control Overover Financial Reporting. Our responsibility is to express an opinion on the Company'sCompany’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our auditaudits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit providesaudits provide a reasonable basis for our opinion.opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to


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permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
InCritical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion SunCoke Energy, Inc. maintained,on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of the fair value for the Logistics reporting unit
As discussed in all material respects, effectiveNote 8 to the consolidated financial statements, the Company assessed goodwill in the Logistics reporting unit for impairment. As of September 30, 2019, the Company concluded the fair value of its Logistics reporting unit was below its carrying value and recorded a $73.5 million impairment charge. The Company determined the fair value of the Logistics reporting unit using a discounted cash flow analysis.
We identified assessment of the fair value of the Logistics reporting unit as a critical audit matter. The determination of the fair value required the use of cash flow and discount rate assumptions. Auditor judgment was required to evaluate the Company’s estimation of forecasted volumes and rates on existing contracts and incremental business, which included the Company’s use of historical data, industry data impacting expected volumes, and average handling prices. In addition, the discounted cash flow analysis included a discount rate assumption for which there was limited observable market information, and the calculated fair value of the Logistics reporting unit was sensitive to possible changes to this assumption.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controlcontrols over the Company’s goodwill impairment assessment process, including controls related to the development of cash flows of the Logistics reporting unit and the discount rate. We evaluated the Company’s cash flow assumptions, by comparing the assumptions to current and historical volume levels and pricing. We performed sensitivity analyses over the assumptions for forecasted volumes and rates and the discount rate to assess their impact on the fair value of the Logistics reporting unit. We compared the Company’s historical estimates of volumes and rates to actual results to assess the Company’s ability to accurately forecast. In addition, we involved valuation professionals with specialized skills and knowledge who assisted in:
evaluating the Company’s discount rate by comparing the inputs to the discount rate to publicly available data for comparable entities and assessing the resulting discount rate
testing the estimate of the Logistics reporting unit fair value using the reporting unit’s cash flow assumptions and discount rate, and compared the results to the Company’s fair value estimate.
Evaluation of the Company’s estimated black lung benefit liability
As discussed in Note 13 to the consolidated financial reportingstatements, as of December 31, 2016,2019, the Company’s black lung benefit liability was $55.1 million. The Company, with the assistance of an external expert, estimated the liability using an actuarial model with several assumptions.
We identified the evaluation of the Company’s estimated black lung benefit liability as a critical audit matter. There was a high degree of subjectivity and sensitivity in evaluating the actuarial model and certain assumptions in the actuarial model. The actuarial model included internally developed assumptions related to expected claim filing patterns and expected claimant success rates. There was limited market information from which to develop the model and these assumptions, and therefore subjective auditor judgment was required to evaluate the relevance and reliability of internally developed information.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process to estimate the black lung benefit liability, including controls related to


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the development of assumptions related to the expected claim filing patterns and claimant success rates. We evaluated the Company’s assumptions related to expected claim filing patterns and the claimant success rates by comparing the assumptions to industry filing patterns and claimant success rates. We performed sensitivity analyses over the expected claim filing patterns and claimant success rate assumptions to assess their impact on the Company’s estimated black lung liability. We compared the Company’s historical black lung payment estimates to actual payments to assess the accuracy of previous estimates related to its black lung benefit liability. In addition, we involved actuarial professionals with specialized skills and knowledge who assisted in evaluating the model and the expected claim filing patterns and expected claimant success rates assumptions used by the Company to estimate its black lung benefit liability by comparing the model and assumptions to industry standards.
Assessment of impairment of long-lived assets at Convent Marine Terminal
As discussed in Note 8 to the consolidated financial statements, in 2019 the Company assessed the Convent Marine Terminal (CMT) long-lived assets for impairment. The fair value of the asset group was lower than the carrying value, resulting in an impairment charge of $173.9 million. The Company determined the fair value of the CMT asset group based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO.discounted cash flows and asset replacement cost with related adjustments for capacity utilization.
We also have audited, in accordance withidentified the standardsassessment of the Public Company Accounting Oversight Board (United States),impairment of the consolidated balance sheetsConvent Marine Terminal as a critical audit matter. In part, the calculation of SunCoke Energy, Inc. asthe impairment is based on the estimated fair value of December 31, 2016the Convent Marine Terminal. Auditor judgment was required to evaluate the Company’s estimation of forecasted volumes and 2015,rates on existing contracts and incremental business, which included the Company’s use of historical data, industry data impacting expected volumes, and average handling prices. In addition, the discounted cash flow analysis included a discount rate assumption for which there was limited observable market information, and the calculated fair value of the Convent Marine Terminal was sensitive to possible changes to this assumption. Additionally, the estimate of asset replacement cost included adjustments for capacity utilization for which there was limited observable market information.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s long-lived asset impairment assessment process, including controls related consolidated statementsto the development of operations, comprehensive income (loss), equity,cash flows of the CMT asset group, the discount rate, asset replacement cost and adjustments for capacity utilization. We evaluated the Company’s cash flow for eachassumptions, including those related to forecasted volumes and rates on existing contracts and incremental merchant business, by comparing the assumptions to current and historical volume levels and pricing. We performed sensitivity analyses over the cash flow and discount rate assumptions to assess their impact on the Company’s determination of the years infair value of the two-year period ended December 31, 2016,Convent Marine terminal. We compared the Company’s historical estimates of cash flows to actual results to assess the Company’s ability to accurately forecast. In addition, we involved valuation professionals with specialized skills and knowledge who assisted in:
evaluating the Company’s discount rate by comparing the Company’s inputs to the discount rate to publicly available data for comparable entities and assessing the resulting discount rate to the Company’s discount rate
evaluating the asset replacement cost and related adjustments for capacity utilization by comparing the asset replacement cost and related adjustments for capacity utilization to publicly available data for comparable asset groups
testing the estimate of the Convent Marine Terminal’s fair value using the Company’s cash flow assumptions and discount rate, and compared the results of our report dated February 16, 2017 expressed an unqualified opinion on those consolidated financial statements.estimate of fair value to the Company’s fair value estimate.




/s/ KPMG LLP
Chicago, IllinoisWe have served as the Company’s auditor since 2015.
February 16, 2017




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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
SunCoke Energy, Inc.

We have audited the accompanying consolidated statements of operations, comprehensive income (loss), equity and cash flows of SunCoke Energy, Inc. for the year ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of SunCoke Energy, Inc. for year ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.


/s/ Ernst & Young LLP


Chicago, Illinois
February 18, 201620, 2020





66



SunCoke Energy, Inc.
Consolidated Statements of Operations
Years Ended December 31,Years Ended December 31,
2016 2015 20142019 2018 2017
(Dollars and shares in millions, except per share amounts)(Dollars and shares in millions, except per share amounts)
Revenues          
Sales and other operating revenue$1,222.2
 $1,351.3
 $1,490.7
$1,600.3
 $1,450.9
 $1,331.5
Other income, net1.1
 11.4
 13.1
Total revenues1,223.3
 1,362.7
 1,503.8
Costs and operating expenses          
Cost of products sold and operating expenses906.5
 1,098.4
 1,212.9
1,277.6
 1,124.5
 1,020.1
Selling, general and administrative expenses91.3
 75.4
 96.7
75.8
 66.1
 79.0
Depreciation and amortization expense114.2
 109.1
 106.3
143.8
 141.6
 128.2
Loss on divestiture of business and impairments14.7
 
 150.3
Long-lived asset and goodwill impairment247.4
 
 
Total costs and operating expenses1,126.7
 1,282.9
 1,566.2
1,744.6
 1,332.2
 1,227.3
Operating income (loss)96.6
 79.8
 (62.4)
Operating (loss) income(144.3) 118.7
 104.2
Interest expense, net53.5
 56.2
 47.8
60.3
 61.4
 61.9
(Gain) loss on extinguishment of debt, net(25.0) 0.5
 15.4
(1.5) 0.3
 20.4
Income (loss) before income tax expense (benefit) and loss from equity method investment68.1
 23.1
 (125.6)
Income tax expense (benefit)8.6
 (8.8) (58.8)
(Loss) income before income tax (benefit) expense and loss from equity method investment(203.1) 57.0
 21.9
Income tax (benefit) expense(54.7) 4.6
 (81.6)
Loss from equity method investment
 21.6
 35.0

 5.4
 
Net income (loss)59.5
 10.3
 (101.8)
Less: Net income attributable to noncontrolling interests45.1
 32.3
 24.3
Net income (loss) attributable to SunCoke Energy, Inc.$14.4
 $(22.0) $(126.1)
Earnings (loss) attributable to SunCoke Energy, Inc. per common share:     
Net (loss) income(148.4) 47.0
 103.5
Less: Net income (loss) attributable to noncontrolling interests3.9
 20.8
 (18.9)
Net (loss) income attributable to SunCoke Energy, Inc.$(152.3) $26.2
 $122.4
(Loss) earnings attributable to SunCoke Energy, Inc. per common share:     
Basic$0.22
 $(0.34) $(1.83)$(1.98) $0.40
 $1.90
Diluted$0.22
 $(0.34) $(1.83)$(1.98) $0.40
 $1.88
Weighted average number of common shares outstanding:          
Basic64.2
 65.0
 68.8
76.8
 64.7
 64.3
Diluted64.4
 65.0
 68.8
76.8
 65.5
 65.2


(See Accompanying Notes)








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SunCoke Energy, Inc.
Consolidated Statements of Comprehensive Income (Loss)
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Net income (loss)$59.5
 $10.3
 $(101.8)
Other comprehensive income (loss):     
Reclassifications of actuarial loss amortization, prior service benefit, curtailment gain and settlement loss to earnings (net of related tax (expense) benefit of zero, ($3.4 million) and $2.7 million, respectively)
 5.2
 (4.0)
Retirement benefit plans funded status adjustment (net of related tax benefit of $0.1 million, $0.1 million and $1.6 million, respectively)(0.2) (0.4) (2.6)
Currency translation adjustment1.0
 (3.1) (0.8)
Comprehensive income (loss)60.3
 12.0
 (109.2)
Less: Comprehensive income attributable to noncontrolling
interests
45.1
 32.3
 24.3
Comprehensive income (loss) attributable to SunCoke Energy, Inc.$15.2
 $(20.3) $(133.5)

 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Net (loss) income$(148.4) $47.0
 $103.5
Other comprehensive income (loss):     
Reclassifications of actuarial loss amortization and prior service benefit to earnings (net of related tax expense of zero for all years)
 (0.1) 0.2
Retirement benefit plans funded status adjustment (net of related tax benefit (expense) of $0.3 million, ($0.2) million and $0.3 million, respectively)(0.7) 0.6
 (0.8)
Currency translation adjustment(0.6) (1.4) (0.5)
Recognition of accumulated currency translation loss upon sale of equity method investment
 9.0
 
Comprehensive (loss) income(149.7) 55.1
 102.4
Less: Comprehensive income (loss) attributable to noncontrolling interests3.9
 20.8
 (18.9)
Comprehensive (loss) income attributable to SunCoke Energy, Inc.$(153.6) $34.3
 $121.3
(See Accompanying Notes)






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SunCoke Energy, Inc.
Consolidated Balance Sheets
December 31,December 31,
2016 20152019 2018
(Dollars in millions, 
except par value amounts)
(Dollars in millions, 
except par value amounts)
Assets      
Cash and cash equivalents$134.0
 $123.4
$97.1
 $145.7
Receivables60.7
 64.6
Receivable from redemption of Brazilian investment20.5
 
Receivables, net59.5
 75.4
Inventories92.5
 121.8
147.0
 110.4
Income tax receivable4.6
 11.6
2.2
 0.7
Other current assets3.8
 3.9
2.5
 2.8
Assets held for sale
 0.9
Total current assets316.1
 326.2
308.3
 335.0
Restricted cash0.5
 18.2
Investment in Brazilian cokemaking operations
 41.0
Properties, plants and equipment (net of accumulated depreciation of $625.9 million and $590.2 million at December 31, 2016 and 2015, respectively)1,542.6
 1,582.0
Properties, plants and equipment (net of accumulated depreciation of $903.7 million and $855.8 million at December 31, 2019 and 2018, respectively)1,390.2
 1,471.1
Goodwill76.9
 71.1
3.4
 76.9
Other intangible assets, net179.0
 190.2
34.7
 156.8
Deferred charges and other assets5.8
 15.4
17.2
 5.5
Long-term assets held for sale
 11.4
Total assets$2,120.9
 $2,255.5
$1,753.8
 $2,045.3
Liabilities and Equity      
Accounts payable$98.6
 $99.8
$142.4
 $115.0
Accrued liabilities49.8
 42.9
47.0
 45.6
Deferred revenue2.5
 2.1
0.3
 3.0
Current portion of long-term debt and financing obligation4.9
 1.1
2.9
 3.9
Interest payable16.2
 18.9
2.2
 3.6
Liabilities held for sale
 0.9
Total current liabilities172.0
 165.7
194.8
 171.1
Long-term debt and financing obligation849.2
 997.7
780.0
 834.5
Accrual for black lung benefits45.4
 44.7
50.5
 44.9
Retirement benefit liabilities29.0
 31.3
24.5
 25.2
Deferred income taxes352.5
 349.0
147.6
 254.7
Asset retirement obligations13.9
 16.3
14.4
 14.6
Other deferred credits and liabilities19.0
 22.1
23.6
 17.6
Long-term liabilities held for sale
 5.9
Total liabilities1,481.0
 1,632.7
1,235.4
 1,362.6
Equity      
Preferred stock, $0.01 par value. Authorized 50,000,000 shares; no issued shares at December 31, 2016 and 2015
 
Common stock, $0.01 par value. Authorized 300,000,000 shares; issued 71,707,304 shares and 71,489,448 shares at December 31, 2016 and 2015, respectively0.7
 0.7
Treasury stock, 7,477,657 shares at December 31, 2016 and 2015 respectively(140.7) (140.7)
Preferred stock, $0.01 par value. Authorized 50,000,000 shares; no issued shares at both December 31, 2019 and 2018
 
Common stock, $0.01 par value. Authorized 300,000,000 shares; issued 98,047,389 and 72,233,750 shares at December 31, 2019 and 2018, respectively1.0
 0.7
Treasury stock, 13,783,182 and 7,477,657 shares at December 31, 2019 and 2018, respectively(177.0) (140.7)
Additional paid-in capital492.1
 486.1
712.1
 488.8
Accumulated other comprehensive loss(19.0) (19.8)(14.4) (13.1)
Retained deficit(22.0) (36.4)
Retained (deficit) earnings(30.1) 127.4
Total SunCoke Energy, Inc. stockholders' equity311.1
 289.9
491.6
 463.1
Noncontrolling interests328.8
 332.9
26.8
 219.6
Total equity639.9
 622.8
518.4
 682.7
Total liabilities and equity$2,120.9
 $2,255.5
$1,753.8
 $2,045.3
(See Accompanying Notes)






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SunCoke Energy, Inc.
Consolidated Statements of Cash FlowFlows
Years Ended December 31,Years Ended December 31,
2016 2015 20142019 2018 2017
(Dollars in millions)(Dollars in millions)
Cash Flows from Operating Activities:          
Net income (loss)$59.5
 $10.3
 $(101.8)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Loss on divestiture of business and impairments14.7
 
 150.3
Loss from equity method investment
 21.6
 35.0
Net (loss) income$(148.4) $47.0
 $103.5
Adjustments to reconcile net (loss) income to net cash provided by operating activities:     
Long-lived asset and goodwill impairment247.4
 
 
Depreciation and amortization expense114.2
 109.1
 106.3
143.8
 141.6
 128.2
Deferred income tax expense (benefit)3.1
 (5.6) (64.4)
Settlement loss and payments in excess of expense for pension plan
 13.1
 (7.5)
Gain on curtailment and payments in excess of expense for postretirement plan benefits(2.6) (8.0) (0.6)
Deferred income tax benefit(63.1) (3.4) (87.2)
Payments in excess of expense for postretirement plan benefits(1.9) (2.4) (1.8)
Share-based compensation expense6.5
 7.2
 9.8
4.5
 3.1
 4.8
(Gain) loss on extinguishment of debt, net(25.0) 0.5
 15.4
(1.5) 0.3
 20.4
Changes in working capital pertaining to operating activities (net of the effects of divestiture and acquisition):     
Receivables3.7
 18.8
 13.3
Loss from equity method investment
 5.4
 
Changes in working capital pertaining to operating activities:     
Receivables, net15.9
 (6.9) (7.8)
Inventories29.4
 23.2
 (12.6)(36.6) 0.6
 (18.5)
Accounts payable(0.8) (17.9) (33.0)23.5
 (0.7) 11.7
Accrued liabilities6.8
 (24.3) (8.0)0.3
 (7.3) 2.6
Deferred revenue0.4
 (4.4) 
(2.7) 1.3
 (0.8)
Interest payable(2.7) (1.0) 1.7
(1.4) (1.8) (10.8)
Income taxes7.0
 (5.6) 1.0
(1.5) 4.5
 (0.2)
Accrual for black lung benefits0.3
 6.0
 11.5
Other4.6
 (1.9) (4.1)3.6
 4.5
 4.4
Net cash provided by operating activities219.1
 141.1
 112.3
181.9
 185.8
 148.5
Cash Flows from Investing Activities:          
Capital expenditures(63.7) (75.8) (125.2)(110.1) (100.3) (75.6)
Acquisition of businesses, net of cash received
 (191.7) 
Decrease (increase) in restricted cash17.7
 (17.7) 
Divestiture of coal business(12.8) 
 
Return of Brazilian investment20.5
 
 

 
 20.5
Sale of equity method investment
 4.0
 
Other investing activities2.1
 
 
0.3
 0.5
 
Net cash used in investing activities(36.2) (285.2) (125.2)(109.8) (95.8) (55.1)
Cash Flows from Financing Activities:          
Proceeds from issuance of common units of SunCoke Energy Partners, L.P., net of offering costs
 
 90.5
Proceeds from issuance of long-term debt
 260.8
 268.1

 45.0
 693.7
Repayment of long-term debt(66.1) (248.1) (276.5)(90.5) (45.7) (644.9)
Debt issuance costs(0.2) (5.7) (5.8)(2.1) (0.5) (17.4)
Proceeds from revolving facility28.0
 292.4
 40.0
408.6
 179.5
 350.0
Repayment of revolving facility(98.4) (50.0) (80.0)(370.3) (204.5) (392.0)
Proceeds from financing obligation16.2
 
 
Repayment of financing obligation(1.0) 
 
(2.9) (2.6) (2.5)
Cash distributions to noncontrolling interests(14.2) (31.9) (47.0)
Acquisition of additional interest in the Partnership
 (4.2) (48.7)
Shares repurchased(36.3) 
 
Dividends paid
 (28.0) (3.8)(5.1) 
 
Cash distributions to noncontrolling interests(49.4) (43.3) (32.3)
Shares repurchased
 (35.7) (85.1)
SunCoke Energy Partners, L.P. units repurchased
 (12.8) 
Other financing activities(1.4) (1.1) 3.2
(7.9) 0.4
 1.1
Net cash (used in) provided by financing activities(172.3) 128.5
 (81.7)
Net increase (decrease) in cash and cash equivalents10.6
 (15.6) (94.6)
Cash and cash equivalents at beginning of year123.4
 139.0
 233.6
Net cash used in financing activities(120.7) (64.5) (107.7)
Net (decrease) increase in cash and cash equivalents(48.6) 25.5
 (14.3)
Cash, cash equivalents and restricted cash at beginning of year145.7
 120.2
 134.5
Cash and cash equivalents at end of year$134.0
 $123.4
 $139.0
$97.1
 $145.7
 $120.2
Supplemental Disclosure of Cash Flow Information          
Interest paid$58.4
 $58.1
 $45.8
Income taxes paid, net of refunds of $8.2 million, $1.5 million and $4.6 million, respectively$(2.3) $2.4
 $9.1
Interest paid, net of capitalized interest of $2.3 million, $3.2 million and $1.1 million, respectively$58.2
 $59.6
 $67.9
Income taxes paid, net of refunds of $0.3 million, $4.3 million and $1.0 million, respectively$9.5
 $3.7
 $5.8
(See Accompanying Notes)




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SunCoke Energy, Inc.
Consolidated Statements of Equity

 Common Stock Treasury Stock Additional
Paid-In
Capital
 Accumulated
Other
Comprehensive Loss
 Retained
Earnings
 Total SunCoke
Energy, Inc. Equity
 Non- controlling
Interests
 Total
Equity
 Shares Amount Shares Amount     
 (Dollars in millions)
At December 31, 201671,707,304
 $0.7
 7,477,657
 $(140.7) $492.1
 $(19.0) $(22.0) $311.1
 $328.8
 $639.9
Net income (loss)
 
 
 
 
 
 122.4
 122.4
 (18.9) 103.5
Reclassifications of prior service cost and actuarial loss amortization to earnings (net of related tax expense of zero)
 
 
 
 
 0.2
 
 0.2
 
 0.2
Retirement benefit plans funded status adjustment (net of related tax benefit of $0.3 million)
 
 
 
 
 (0.8) 
 (0.8) 
 (0.8)
Currency translation adjustment
 
 
 
 
 (0.5) 
 (0.5) 
 (0.5)
Cash distribution to noncontrolling interest
 
 
 
 
 
 
 
 (47.0) (47.0)
Share-based compensation expense
 
 
 
 4.7
 
 
 4.7
 0.1
 4.8
Share-issuances, net of shares withheld for taxes299,601
 

 
 
 1.1
 
 
 1.1
 
 1.1
Acquisition of additional interest in the Partnership:                   
Cash paid
 
 
 
 (19.1) 
 
 (19.1) (29.6) (48.7)
Deferred tax adjustment
 
 
 
 7.1
 
 
 7.1
 
 7.1
Cumulative effect from adoption of ASU 2016-09
 
 
 
 0.3
 
 (0.3) 
 
 
Cumulative effect from adoption of ASU 2018-02
 
 
 
 
 (1.1) 1.1
 
 
 
At December 31, 201772,006,905
 $0.7
 7,477,657
 $(140.7) $486.2
 $(21.2) $101.2
 $426.2
 $233.4
 $659.6
 Common Stock Treasury Stock Additional
Paid-In
Capital
 Accumulated
Other
Comprehensive
Loss
 Retained
Earnings
 Total SunCoke
Energy, Inc. Equity
 Non- controlling
Interests
 Total
Equity
 Shares Amount Shares Amount      
 (Dollars in millions)
At December 31, 201370,892,140
 $0.7
 1,255,355
 $(19.9) $446.9
 $(14.1) $143.8
 $557.4
 $274.9
 $832.3
Net (loss) income
 
 
 
 
 
 (126.1) (126.1) 24.3
 (101.8)
Reclassifications of prior service benefit and actuarial loss amortization to earnings (net of related tax benefit of $2.7 million)
 
 
 
 
 (4.0) 
 (4.0) 
 (4.0)
Retirement benefit plans funded status adjustment (net of related tax benefit of $1.6 million)
 
 
 
 
 (2.6) 
 (2.6) 
 (2.6)
Currency translation adjustment
 
 
 
 
 (0.8) 
 (0.8) 
 (0.8)
Net proceeds from issuance of SunCoke Energy Partners, L.P. units
 
 
 
 
 
 
 
 90.5
 90.5
Adjustments from changes in ownership of SunCoke Energy Partners, L.P.
 
 
 
 83.7
 
 
 83.7
 (83.7) 
Cash distributions to noncontrolling interests
 
 
 
 
 
 
 
 (32.3) (32.3)
Dividends
 
 
 
 
 
 (3.8) (3.8) 
 (3.8)
Share-based compensation expense
 
 
 
 9.8
 
 
 9.8
 
 9.8
Excess tax benefit from share-based awards
 
 
 
 0.3
 
 
 0.3
 
 0.3
Share issuances, net of shares withheld for taxes359,389
 
 
 
 2.9
 
 
 2.9
 
 2.9
Shares repurchased
 
 3,721,760
 (85.1) 
 
 
 (85.1) 
 (85.1)
At December 31, 201471,251,529
 $0.7
 4,977,115
 $(105.0) $543.6
 $(21.5) $13.9
 $431.7
 $273.7
 $705.4


(See Accompanying Notes)






















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SunCoke Energy, Inc.
Consolidated Statements of Equity

 Common Stock Treasury Stock Additional
Paid-In
Capital
 Accumulated
Other
Comprehensive Loss
 Retained
Earnings
 Total SunCoke
Energy, Inc. Equity
 Non- controlling
Interests
 Total
Equity
 Shares Amount Shares Amount     
 (Dollars in millions)
At December 31, 201471,251,529
 $0.7
 4,977,115
 $(105.0) $543.6
 $(21.5) $13.9
 $431.7
 $273.7
 $705.4
Net (loss) income
 
 
 
 
 
 (22.0) (22.0) 32.3
 10.3
Reclassifications of prior service cost and actuarial loss amortization to earnings (net of related tax expense of $3.4 million)
 
 
 
 
 5.2
 
 5.2
 
 5.2
Retirement benefit plans funded status adjustment (net of related tax benefit of $0.1 million)
 
 
 
 
 (0.4) 
 (0.4) 
 (0.4)
Currency translation adjustment
 
 
 
 
 (3.1) 
 (3.1) 
 (3.1)
Adjustments from changes in ownership of SunCoke Energy Partners, L.P.
 
 
 
 (8.0) 
 
 (8.0) 83.0
 75.0
Deferred taxes related to basis difference in the Partnership
 
 
 
 (55.6) 
 
 (55.6) 
 (55.6)
Cash distributions to noncontrolling interests
 
 
 
 
 
 
 
 (43.3) (43.3)
Dividends
 
 
 
 
 
 (28.3) (28.3) 
 (28.3)
Share-based compensation expense
 
 
 
 7.2
 
 
 7.2
 
 7.2
Share issuances, net of shares withheld for taxes237,919
 
 
 
 (1.1) 
 
 (1.1) 
 (1.1)
Shares repurchased
 
 2,500,542
 (35.7) 
 
 
 (35.7) 
 (35.7)
Partnership unit repurchases
 
 
 
 
 
 
 
 (12.8) (12.8)
At December 31, 201571,489,448
 $0.7
 7,477,657
 $(140.7) $486.1
 $(19.8) $(36.4) $289.9
 $332.9
 $622.8
 Common Stock Treasury Stock Additional
Paid-In
Capital
 Accumulated
Other
Comprehensive Loss
 Retained
Earnings
 Total SunCoke
Energy, Inc. Equity
 Non- controlling
Interests
 Total
Equity
 Shares Amount Shares Amount     
 (Dollars in millions)
At December 31, 201772,006,905
 $0.7
 7,477,657
 $(140.7) $486.2
 $(21.2) $101.2
 $426.2
 $233.4
 $659.6
Net income
 
 
 
 
 
 26.2
 26.2
 20.8
 47.0
Reclassification of prior service cost and actuarial loss amortization to earnings, net of tax
 
 
 
 
 (0.1) 
 (0.1) 
 (0.1)
Retirement benefit plans funded status adjustment (net of related tax benefit of $0.2 million)
 
 
 
 
 0.6
 
 0.6
 
 0.6
Currency translation adjustment
 
 
 
 
 (1.4) 
 (1.4) 
 (1.4)
Recognition of accumulated currency translation loss upon sale of equity method investment
 
 
 
 
 9.0
 
 9.0
 
 9.0
Cash distribution to noncontrolling interests
 
 
 
 
 
 
 
 (31.9) (31.9)
Share-based compensation expense
 
 
 
 3.1
 
 
 3.1
 
 3.1
Share-issuances, net of shares withheld for taxes226,845
 
 
 
 0.7
 
 
 0.7
 
 0.7
Acquisition of additional interest in the Partnership:                   
Cash paid
 
 
 
 (1.5) 
 
 (1.5) (2.7) (4.2)
Deferred tax adjustment
 
 
 
 0.3
 
 
 0.3
 
 0.3
At December 31, 201872,233,750
 $0.7
 7,477,657
 $(140.7) $488.8
 $(13.1) $127.4
 $463.1
 $219.6
 $682.7


(See Accompanying Notes)



































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SunCoke Energy, Inc.
Consolidated Statements of Equity

 Common Stock Treasury Stock Additional
Paid-In
Capital
 Accumulated
Other
Comprehensive Loss
 Retained
Earnings
 Total SunCoke
Energy, Inc. Equity
 Non- controlling
Interests
 Total
Equity
 Shares Amount Shares Amount     
 (Dollars in millions)
At December 31, 201571,489,448
 $0.7
 7,477,657
 $(140.7) $486.1
 $(19.8) $(36.4) $289.9
 $332.9
 $622.8
Net income
 
 
 
 
 
 14.4
 14.4
 45.1
 59.5
Retirement benefit plans funded status adjustment (net of related tax benefit of $0.1 million)
 
 
 
 
 (0.2) 
 (0.2) 
 (0.2)
Currency translation adjustment
 
 
 
 
 1.0
 
 1.0
 
 1.0
Cash distribution to noncontrolling interests, net of unit issuances
 
 
 
 
 
 
 
 (49.2) (49.2)
Share-based compensation expense
 
 
 
 6.5
 
 
 6.5
 
 6.5
Share-issuances, net of shares withheld for taxes and other equity activities217,856
 
 
 
 (0.5) 
 
 (0.5) 
 (0.5)
At December 31, 201671,707,304
 $0.7
 7,477,657
 $(140.7) $492.1
 $(19.0) $(22.0)
$311.1
 $328.8
 $639.9
 Common Stock Treasury Stock Additional
Paid-In
Capital
 Accumulated
Other
Comprehensive Loss
 
Retained
Earnings
(Deficit)
 Total SunCoke
Energy, Inc. Equity
 Non- controlling
Interests
 Total
Equity
 Shares Amount Shares Amount     
 (Dollars in millions)
At December 31, 201872,233,750
 $0.7
 7,477,657
 $(140.7) $488.8
 $(13.1) $127.4
 $463.1
 $219.6
 $682.7
Net (loss) income
 
 
 
 
 
 (152.3) (152.3) 3.9
 (148.4)
Retirement benefit plans funded status adjustment (net of related tax benefit of $0.3 million)
 
 
 
 
 (0.7) 
 (0.7) 
 (0.7)
Currency translation adjustment
 
 
 
 
 (0.6) 
 (0.6) 
 (0.6)
Share-based compensation expense
 
 
 
 4.5
 
 
 4.5
 
 4.5
Share issuances, net of shares withheld for taxes359,988
 
 
 
 (1.7) 
 
 (1.7) 
 (1.7)
Share repurchases
 
 6,305,525
 (36.3) 
 
 
 (36.3) 
 (36.3)
Dividends
 
 
 
 
 
 (5.2) (5.2) 
 (5.2)
Cash distribution to noncontrolling interest
 
 
 
 
 
 
 
 (14.2) (14.2)
Simplification Transaction:              

    
Share issuances, for the acquisition of Partnership public units24,818,149
 0.3
 
 
 182.2
 
 
 182.5
 (182.5) 
Share issuances, for the final Partnership distribution635,502
 
 
 
 
 
 
 
 
 
Transaction costs
 
 
 
 (5.4) 
 
 (5.4) 
 (5.4)
Deferred tax adjustment
 
 
 
 43.7
 
 
 43.7
 
 43.7
At December 31, 201998,047,389
 $1.0
 13,783,182
 $(177.0) $712.1
 $(14.4) $(30.1) $491.6
 $26.8
 $518.4


(See Accompanying Notes)






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SunCoke Energy, Inc.
Notes to Consolidated Financial Statements
1. General and Basis of Presentation
Description of Business
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 50over 55 years of coke production experience. Coke is a principal raw material in the blast furnace steelmaking process and is produced by heating metallurgical coal in a refractory oven, which releases certain volatile components from the coal, thus transforming the coal into coke. We also provide coalAdditionally, we own and operate a logistics business, which primarily provides handling and/or mixing services atof coal and other aggregates to third-party customers as well as to our Coal Logistics terminals.own cokemaking facilities.
We have designed, developed, built, own and operate five5 cokemaking facilities in the United States (“U.S.”) with collective nameplate capacity to produce approximately 4.2 million tons of coke per year. Additionally, we have designed and operate one1 cokemaking facility in Brazil under licensing and operating agreements on behalf of ArcelorMittal Brasil S.A. ("ArcelorMittal Brazil”), which has approximately 1.7 million tons of annual cokemaking capacity. We also hold a 49 percent investment in a cokemaking joint venture with VISA Steel Limited ("VISA Steel") in India called VISA SunCoke Limited ("VISA SunCoke"), which was fully impaired in 2015, and consequently, beginning in the fourth quarter of 2015, we no longer included our share of VISA SunCoke in our financial results.
Our cokemaking ovens utilize efficient, modern heat recovery technology designed to combust the coal’s volatile components liberated during the cokemaking process and use the resulting heat to create steam or electricity for sale. This differs from by-product cokemaking, which repurposes the coal’s liberated volatile components for other uses. We have constructed the only greenfield cokemaking facilities in the U.S. in more than 25approximately 30 years and are the only North American coke producer that utilizes heat recovery technology in the cokemaking process. We provide steam pursuant to steam supply and purchase agreements with our customers. Electricity is sold into the regional power market or pursuant to energy sales agreements.
Our coal logistics business provides coal handling and/or mixing services to steel, coke (including some of our domestic cokemaking facilities), electric utility, coal producing and coal miningother manufacturing based customers. The coal logistics business has terminals in Indiana, West Virginia, Virginia, and Louisiana with collective capacity to mix and/or transload more than 40 million tons of coal and other aggregates annually and has total storage capacity of approximately 3 million tons.
Until April 2016, when the business was disposed of, we also controlled coal mining operations in Virginia and West Virginia. See Note 5.
Our consolidated financial statements include SunCoke Energy Partners, L.P. (the "Partnership"), a publicly-traded partnership. At December 31, 2016, we owned the general partner of the Partnership, which consists of a 2.0 percent ownership interest and incentive distribution rights ("IDRs"), and a 53.9 percent limited partner interest in the Partnership. The remaining 44.1 percent interest in the Partnership was held by public unitholders.
On October 31, 2016, the Company announced that it had submitted a proposal to the Board of Directors of the general partner of the Partnership to acquire all of the Partnership’s common units not already owned by the Company ("Simplification Transaction"). The proposed transaction is to be structured as a merger of the Partnership with a wholly-owned subsidiary of the Company, and is subject to the negotiation and execution of definitive documents and approval of our Board of Directors and the Conflicts Committee of the Partnership's Board of Directors. The Conflicts Committee, which is composed of only the independent directors of the Board of Directors of the Partnership’s general partner, is considering the proposal pursuant to applicable procedures established in the Partnership’s partnership agreement and the Conflicts Committee’s charter. The transaction also will require majority approval of our common stockholders. We own a majority of the Partnership's common units and intend to vote in favor of the transaction. The proposed Simplification Transaction is also conditioned upon receipt of customary regulatory approvals.
Incorporated in Delaware in 2010 and headquartered in Lisle, Illinois, we became a publicly-traded company in 2011, and our stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “SXC.”
Consolidation and Basis of Presentation
The consolidated financial statements of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") and include the assets, liabilities, revenues and expenses of the Company and all subsidiaries where we have a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation.
Our consolidated financial statements include SunCoke Energy Partners, L.P. (the “Partnership”), which owned our Haverhill, Middletown, and Granite City cokemaking facilities and Convent Marine Terminal ("CMT"), Kanawha River Terminal ("KRT") and SunCoke Lake Terminal ("Lake Terminal"). On June 28, 2019, the Company acquired the outstanding units of the Partnership not already owned by SunCoke, at which time the Partnership became a wholly-owned subsidiary of SunCoke. See Note 3. As of January 1, 2020, the Partnership merged with and into SunCoke Energy Partners Finance Corp., which is also a wholly-owned subsidiary of the Company.
Net income attributable to noncontrolling interest represents the common public


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unitholders’ interest in SunCoke Energy Partners, L.P.the Partnership prior to the transaction discussed in Note 3 as well as a 14.8 percent third-party interest in our Indiana Harbor cokemaking facility.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts could differ from these estimates.
Reclassifications
Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current year presentation.

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Revenue Recognition
The Company sells coke as well as steam and electricity and also provides coal mixing and/or handling services.services of coal and other aggregates. The Company also receives fees for operating the cokemaking plant in Brazil and for the licensing of its proprietary technology for use at this facility as well as reimbursement of substantially all of its operating costs. Revenues related to the sale of products are recognized when title passes, while service revenues are recognized when services are provided as defined by customer contracts. Title passage generally occurs when products are shipped or delivered in accordance with the terms of the respective sales agreements. Revenues are not recognized until sales prices are fixed or determinable and collectability is reasonably assured. Licensing fees, which include an annual fixed fee and a fee determined on a per ton basis, are recognized when earned in accordance with the contract terms.
Substantially all of the coke produced by the Company is sold pursuant to long-term contracts with its customers. The Company evaluates each of its contracts to determine whether the arrangement contains a lease under the applicable accounting standards. If the specific facts and circumstances indicate that it is remote that parties other than the contracted customer will take more than a minor amount of the coke that will be produced by the property, plant and equipment during the term of the coke supply agreement, and the price that the customer is paying for the coke is neither contractually fixed per unit nor equal to the current market price per unit at the time of delivery, then the long-term contract is deemed to contain a lease. The lease component of the price of coke represents the rental payment for the use of the property, plant and equipment, and all such payments are accounted for as contingent rentals as they are only earned by the Company when the coke is delivered and title passes to the customer. The total amount of revenue recognized by the Company for these contingent rentals represents less than 10 percent of combined sales and other operating revenues for each of the years ended December 31, 2016, 2015 and 2014.
The Company receives payment for shortfall obligations on certain Coal Logistics take-or-pay contracts. The payments in excess of services performed are recorded in deferred revenue on the Consolidated Balance Sheets. Deferred revenue on take-or-pay contracts is billed quarterly and recognized as income at the earlier of when service is provided or annually based on the terms of the contract.See Note 19.
Cash Equivalents
The Company considers all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents. These cash equivalents consist principally of money market investments.certificates of deposit.
Inventories
Inventories are valued at the lower of cost or market.net realizable value. Cost is determined using the first-in, first-out method, except for the Company’s materials and supplies inventory, which are determined using the average-cost method. The Company utilizes the selling prices under its long-term coke supply contracts to record lower of cost or marketnet realizable value inventory adjustments.
Properties, Plants and Equipment
Plants and equipment are depreciated on a straight-line basis over their estimated useful lives. Coke and energy plant, machinery and equipment are generally depreciated over 25 to 30 years. Coal Logistics plant and equipment are generally depreciated over 15 to 35 years. Depreciation and amortization is excluded from cost of products sold and operating expenses and is presented separately on the Consolidated Statements of Operations. Gains and losses on the disposal or retirement of fixed assets are reflected in earnings when the assets are sold or retired. Amounts incurred that extend an asset’s useful life, increase its productivity or add production capacity are capitalized. The Company accounts for changes in useful lives, when appropriate, as a change in estimate, with prospective application only. The Company capitalized interest of $5.0$2.3 million, $3.7$3.2 million, and $3.2$1.1 million in 2016, 20152019, 2018 and 2014,2017, respectively. Direct costs, such as outside labor, materials,


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internal payroll and benefits costs incurred during capital projects are capitalized; indirect costs are not capitalized. Normal repairs and maintenance costs are expensed as incurred.
ThroughoutGoodwill
Goodwill, which represents the periods presented, we revisedexcess of the estimatedpurchase price over the fair value of net assets acquired, is tested for impairment as of October 1 of each year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit to below its carrying value. The Company performs its annual goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. See Note 8.
Intangible Assets
Intangible assets are primarily comprised of permits, customer contracts and customer relationships. Intangible assets are amortized over their useful lives in a manner that reflects the pattern in which the economic benefit of certainthe intangible asset is consumed. Intangible assets in our Domestic Coke, Coal Logistics and Coal Mining segments. See Note 21.are assessed for impairment when a triggering event occurs.
Impairment of Long-Lived Assets
Long-lived assets, which includes intangible assets and properties, plants and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. A long-lived asset, or group of assets, is considered to be impaired when the undiscounted net cash flows expected to be generated by the asset are less than its carrying amount. Such estimated future cash flows are highly subjective and are based on numerous assumptions about future operations and market conditions. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets. It is also difficult to precisely estimate fair market value because quoted market prices for our long-lived assets may not be readily available. Therefore, fair market value is generally based on the present values of estimated future cash flows using discount rates commensurate with the risks associated with the assets being reviewed for impairment.
Cash flows at our Indiana Harbor facility were negative during 2016, driven by the oven rebuild project implemented to address coke oven degradation. Based on these results, we performed an impairment test in 2016 and concluded that our undiscounted cash flows were approximately 50 percent, or substantially in excess, of the carrying value of our long-lived assets at Indiana Harbor. However, we continue to closely monitor our performance at Indiana Harbor, and if our coke oven rebuild project does not stabilize production or if the project costs are significantly higher than expected, our current conclusion as to recoverability of assets at that location could change.
See Note 20 for discussion of impairments recorded during prior years.
Goodwill and Other Intangibles
Goodwill, which represents the excess of the purchase price over the fair value of net assets acquired, is tested for impairment as of October 1 of each year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit to below its carrying value. The analysis of potential goodwill impairment employs a two-step process. The first step involves the estimation of fair value of our reporting units. If step one indicates that impairment of goodwill potentially exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value. See Note 10 for further discussion on the Partnership's Coal Logistics step one goodwill impairment test. See Note 20 for further discussion on the coal mining goodwill impairment previously recorded in 2014.
Intangible assets are primarily comprised of permits, customer contracts and customer relationships. Intangible assets are amortized over their useful lives in a manner that reflects the pattern in which the economic benefit of the intangible asset is consumed. Intangible assets are assessed for impairment when a triggering event occurs. See Note 10.
Investment in Brazilian Cokemaking Operations
On November 28, 2016, ArcelorMittal Brazil redeemed SunCoke’s indirectly held preferred and common equity interest in Sol Coqueria Tubarão S.A. ("Brazil Investment"), previously accounted for at cost, for consideration of $41.0 million. The Company received $20.5 million in cash at closing and will receive the remaining $20.5 million in cash, plus interest at an annual interest rate of 3 percent, in the second quarter of 2017. With the redemption, the Company no longer receives its $9.5 million annual preferred dividend on its Brazil Investment from ArcelorMittal Brazil, previously included in other income, net on the Consolidated Statement of Operations. Additionally, starting in 2016, SunCoke will receive an incremental $5.1 million in licensing fees per year through 2023 related to the addition of certain patents to its existing intellectual property licensing agreement, which are currently in use by ArcelorMittal Brazil at the Brazil facility. The Company also extended the life of its patents with the Brazilian authorities through 2033, providing opportunity to extend the existing licensing agreement beyond 2023. Licensing fees are included in sales and other operating revenue on the Consolidated Statement of Operations.


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8.
Income Taxes
Deferred tax asset and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are projected to be recovered or settled.
The Company recognizes uncertain tax positions in its financial statements when minimum recognition threshold and measurement attributes are met in accordance with current accounting guidance. There were no uncertain tax positions at December 31, 2016, and 2015. See Note 7.5.


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Black Lung Benefit Liabilities
We haveThe Company has obligations related to coal workers’ pneumoconiosis, or black lung, benefits toof certain of our employeesformer coal miners and former employees (and their dependents). Such benefits are provided for under Title IV of the Federal Coal Mine Health and Safety Act of 1969 and subsequent amendments, as well as for black lung benefits provided in the states of Virginia, Kentucky and West Virginia pursuant to workers’ compensation legislation. The Patient Protection and Affordable Care Act (“PPACA”), which was implemented in 2010, amended previous legislation related to coal workers’ black lung obligations. PPACA provides for the automatic extension of awarded lifetime benefits to surviving spouses and changes the legal criteria used to assess and award claims.dependents. We act as a self-insurer for both state and federal black lung benefits and adjust our liability each year based upon actuarial calculations of our expected future payments for these benefits.benefits, including a provision for incurred but not reported losses. See Note 15.13.
Postretirement Benefit Plan Liabilities
The postretirement benefit plans, which are frozen, are unfunded and the accumulated postretirement benefit obligation is fully recognized on the Consolidated Balance Sheets. Actuarial gains (losses) and prior service costs (benefits) costs which have not yet been recognized in net income are recognized as a credit (charge) to accumulated other comprehensive income (loss). The credit (charge) to accumulated other comprehensive income (loss), which is reflected net of related tax effects, is subsequently recognized in net income when amortized as a component of postretirement benefit plans expense included in selling, general and administrative expensesinterest expense, net on the Consolidated StatementStatements of Operations. In addition, the credit (charge) may also be recognized in net income as a result of a plan curtailment or settlement. See Note 12.10.
Asset Retirement Obligations
The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the asset and depreciated over its remaining estimated useful life. The Company’s asset retirement obligations primarily relate to costs associated with restoring land to its original state. See Note 11.9.
Shipping and Handling Costs
Shipping and handling costs are included in cost of products sold and operating expenses on the Consolidated Statements of Operations and are generally passed through to our customers. The Company has elected the practical expedient under Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers," to account for shipping and handling activities as a promise to fulfill the transfer of coke.
Share-Based Compensation
We measure the cost of employee services in exchange for equity instrument awards and cash awards based on the grant-date fair value of the award. The cashCash awards and the performance metrics of equity awards are remeasured on a quarterly basis. The market metrics of equity awards are not remeasured. The total cost is reduced by estimated forfeitures over the awards’ vesting period, and the cost is recognized over the requisite service period. Forfeiture estimatesAward forfeitures are reviewed on an annual basis.accounted for as they occur. The costs of equity awards and cash awards wereare recorded to additional paid-in capital and accrued liabilities, respectively, on the Consolidated Balance Sheets. See Note 18.16.
Fair Value Measurements
The Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As required, the Company utilizes valuation techniques that maximize the use of observable inputs (levels 1 and 2) and minimize the use of unobservable inputs (level 3) within the fair value hierarchy included in current accounting guidance. The Company generally applies the “market approach” to determine fair value. This method uses pricing and other information generated by market transactions for identical or comparable assets and liabilities. Assets and liabilities are classified within the fair value hierarchy based on the lowest level (least observable) input that is significant to the measurement in its entirety. See Note 20.


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18.
Currency Translation
The functional currency of the Company’s Brazilian operations and India joint venture areis the Brazilian real and Indian rupee, respectively.real. The Company’s foreignBrazil operations translate theirits assets and liabilities into U.S. dollars at the current exchange rates in effect at the end of the fiscal period. The gains or losses that result from this process are shown as cumulative translation adjustments within accumulated other comprehensive loss in the Consolidated Balance Sheets. The revenue and expense accounts of foreign operations are translated into U.S. dollars at the average exchange rates during the periodperiod.
Recently Adopted Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires leases to be recognized as assets and are included in our Consolidated Statementsliabilities on the balance sheet for the rights and obligations created by all leases with terms of Operations. Themore than 12 months. Subsequently, the FASB has issued various ASUs to provide further clarification around certain aspects of ASC 842, “Leases.” We adopted the standard effective January 1, 2019 using the modified retrospective transition approach and elected not to adjust prior comparative periods.  Upon adoption, the Company did not incur any material foreign currency transaction gains or losses during the periods presented.recognized right-of-use assets and lease liabilities of $5.1 million at January 1, 2019. See Note 14.
Recently Issued Pronouncements

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In May 2014, the FASB issued ASU 2014-09, “Revenue“Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Subsequently, the FASB has issued various ASUs to provide further clarification around certain aspects of ASC 606. This standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and early adoption is permitted on a limited basis. An implementation team has gained an understanding of the standard’s revenue recognition model and is completing the analysis and documentation of our contract details for impacts under the new revenue recognition model. While we are currently evaluating the method of adoption and the impact of the provisions of this standard, we expect the timing of our revenue recognition to generally remain the same under the new standard on an annual basis. Deferred revenue at Convent Marine Terminal may be recognized on a more accelerated basis during quarterly periods within the year based on facts and circumstances considered at each quarter under the new guidance. The Company expects to adoptadopted this standard on January 1, 2018, using the modified retrospective method.method with no material impact on our revenue recognition model on an annual basis. See Note 19.
In FebruaryNovember 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. It is effective for annual and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The standard requires the use of a modified retrospective transition method. A multi-disciplined implementation team has gained an understanding of the accounting and disclosure provisions of the standard and is in the process of analyzing the impacts to our business, including the development of new accounting processes to account for our leases and support the required disclosures. While we are still evaluating the impact of adopting this standard, we expect upon adoption the right-of-use assets and lease liabilities, such as various plant equipment rentals and the lease of our corporate office space, will increase the reported assets and liabilities on our Consolidated Balance Sheets. The Company expects to adopt this standard on January 1, 2019.
In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 simplifies the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. It is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company anticipates electing to remove its forfeiture rate from the accrual of the compensation cost and to simply record forfeiture reversals as they occur. The Company will adopt this ASU using a modified retrospective transition method. The Company does not expect this ASU to materially impact its financial condition, results of operations, or cash flows.
In August 2016, FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments."  ASU 2016-15 adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows.  It is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company does not expect this ASU to materially impact its cash flows.
In November 2016, FASB issued ASU 2016-18, "Statement“Statement of Cash Flows (Topic 230): Restricted Cash."cash.” The Company retrospectively adopted this ASU 2016-18 requiredin the first quarter 2018 and modified the Company's cash flow presentation to include restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company will adopt this ASU beginning in 2018 and will modify the Company's cash flow presentation to includeHistorical restricted cash inbalances were related to cash withheld from the 2015 acquisition of CMT to fund the completion of certain expansion capital improvements, and the related immaterial impacts were reclassified on the consolidated statement of cash equivalents,flows for the amounts of which are expected to be immaterial. year ended December 31, 2017. The restricted cash balance was 0 at both December 31, 2019 and December 31, 2018.
In JanuaryMarch 2017, Financial Accounting Standards Board ("FASB")the FASB issued ASU 2017-04, "Intangibles—Goodwill2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Other (Topic 350): Simplifying the Test for Goodwill Impairment." ASU 2017-04 addresses concerns over the cost and


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complexity of the two-step goodwill impairment test, the amendments in this update remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.Net Periodic Postretirement Benefit Cost.” The new guidance does not amend the optional qualitative assessment of goodwill impairment. It is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has early adopted this ASU asin the first quarter 2018 and retrospectively presented net periodic postretirement benefit cost in the income statement separately from the service cost component and outside a subtotal of January 1,income from operations. In conjunction with the adoption of this standard, expense of $1.3 million was reclassified from operating income and was recorded in interest expense, net on the Consolidated Statements of Operations for the year ended December 31, 2017. See Note 10.
In February 2018, the FASB issued ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The Company adopted this ASU in the first quarter 2018 and reclassified $1.1 million of deferred tax adjustments to accumulated other comprehensive income (loss) from retained earnings on the December 31, 2017 balance sheet for the tax effects resulting from the Tax Cuts and Jobs Act of 2017.
Labor Concentrations
As of December 31, 2016,2019, we have approximately 907895 employees in the U.S. Approximately 3839 percent of our domestic employees, principally at our cokemaking operations, are represented by the United Steelworkers union under various contracts. Additionally, approximately 3 percent of our domestic employees are represented by the International Union of Operating Engineers. TheDuring 2019, the labor agreements at KRT, Lake Terminal and Haverhill were renewed and will expire on April 30, 2022, June 30, 2022 and October 31, 2023, respectively. In addition, during 2019, the labor agreement at our Indiana Harbor cokemaking facility expired onwas retroactively renewed, with an effective date of September 1, 2015. Operations have continued under the expired contract with the renewal pending resolution2018 and an expiration date of select key economic provisions. We do not anticipate any work stoppages during the continued negotiations. The labor agreement at our Gateway Energy and Coke Company, LLC ("Granite City") cokemaking facility will expire on August 31, 2017. We will negotiate the renewal of this agreement in 2017 and do not anticipate any work stoppages.2022.
As of December 31, 2016,2019, we have approximately 267276 employees at the cokemaking facility in Vitória, Brazil, all of whom are represented by a union under a labor agreement. In 2016, we reached a new one-yearDuring 2019, the labor agreement at our Vitoria, Brazil facility which will expirewas renewed for an additional year, and it expires on October 31, 2017. We will negotiate the renewal of this agreement in 2017 and do not anticipate any work stoppages. November 30, 2020.
3. Convent Marine Terminal AcquisitionAcquisitions and Divestitures
On August 12, 2015, the Partnership completed the acquisition ofSimplification Transaction
Prior to June 28, 2019, SunCoke owned a 100 percent ownership interest in Raven Energy LLC, which owns Convent Marine Terminal ("CMT"), for a total transaction value of $403.1 million. The transaction value included $191.7 million in cash paid by the Partnership, 4.8 million common units issued with an aggregate value of $75.0 million to The Cline Group, $114.9 million of debt assumed and $21.5 million of cash withheld to fund capital expenditures.
The results of CMT have been included in the consolidated financial statements since the date of acquisition and are reported in the Coal Logistics segment. CMT contributed revenues of $62.7 million and $28.6 million and operating income of $46.5 million and $18.4 million during 2016 and 2015, respectively.
 The following combined and consolidated results of operations were prepared using historical financial information of CMT and assumes that the acquisition of CMT occurred on January 1, 2014:
 Years Ended December 31,
 2016 2015 2014
 (Audited) (Unaudited pro forma)
 (Dollars in millions)
Total revenues$1,223.3
 $1,395.4
 $1,564.0
Net income (loss)59.5
 9.7
 (81.1)
Net income (loss) attributable to SunCoke Energy, Inc.14.4
 (22.3) (114.7)
Earnings (loss) attributable to SunCoke Energy, Inc. per common share:     
Basic0.22
 $(0.34) $(1.67)
Diluted0.22
 $(0.34) $(1.67)
The unaudited pro forma combined results of operations reflect historical results adjusted for interest expense, depreciation adjustments based on the fair value of acquired property, plant and equipment, amortization of acquired identifiable intangible assets, and income tax expense. The pro forma combined results do not include acquisition costs or new contracts. The unaudited pro forma combined and consolidated financial statements are presented for informational purposes only and do not necessarily reflect future results given the timing of new customer contracts, revenue recognition related to take-or-pay shortfalls, and other effects of integration, nor do they purport to be indicative of the results of operations that actually would have resulted had the acquisition of CMT occurred on January 1, 2014 or future results.


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4. Dropdown Transactions
Granite City Dropdowns
On January 13, 2015, the Company contributed a 75 percent interest in its Granite City cokemaking facility to the Partnership for a total transaction value of $244.4 million (the "Granite City Dropdown"). The transaction value included $148.3 million of debt and other liabilities assumed by the Partnership, $50.1 million of Partnership common units issued, $1.0 million of general partner interest issued to the Partnership's general partner and $45.0 million of cash withheld to pre-fund our obligation to the Partnership for the anticipated costs of an environmental remediation project at Granite City. Subsequent to the Granite City Dropdown, we continued to own the general partner of the Partnership, which owns a 2 percent general partners interest and IDRs, and a 56.160.4 percent limited partner interest in the Partnership.Partnership as well as our 2.0 percent general partner interest. The remaining 41.937.6 percent limited partner interest in the Partnership was held by public unitholdersunitholders. On June 28, 2019, the Company acquired all 17,727,249 outstanding common units of the Partnership not already owned by SunCoke in exchange for 24,818,149 newly issued SunCoke common shares (the "Simplification Transaction"). Additionally, the final pro-rated quarterly Partnership distribution was settled with 635,502 newly issued SunCoke common shares. Following the completion of the Simplification Transaction, the Partnership became a wholly-owned subsidiary of SunCoke, the Partnership common units ceased to be publicly traded and the Partnership’s incentive distribution rights were eliminated.
SunCoke controlled the Partnership both before and after the Simplification Transaction. Therefore, the change in our ownership interest was reflectedaccounted for as an equity transaction, and 0 gain or loss was recognized in our Consolidated Statements of Operations for this transaction.


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Table of Contents


The following table summarizes the non-cash (decreases) increases on our balance sheet related to the Simplification Transaction, reflecting the changes in ownership of the Partnership and a step-up in the tax basis in the underlying assets acquired:
  (Dollars in millions)
Noncontrolling interest $(182.5)
Deferred income taxes $(43.7)
Common stock $0.3
Additional paid-in capital $225.9

Additionally, the Company incurred transaction costs totaling $11.0 million, of which $5.4 million were incurred by SunCoke and were recorded as a noncontrolling interest inreduction to additional paid-in capital on the consolidated financial statements.
On August 12, 2015, the Company contributed an additional 23 percent interest in Granite City to the Partnership for a totalConsolidated Balance Sheets at December 31, 2019. The remaining transaction value of $65.2 million (the "Granite City Supplemental Dropdown"). The transaction value included $46.9 million of debt and other liabilities assumedcosts were incurred by the Partnership, $17.9resulting in $4.9 million of Partnership common units issued and $0.4 million of expense included in selling, general partner interest issued toand administrative expenses on the Partnership's general partner.Consolidated Statements of Operations for the years ended December 31, 2019 and 2018, respectively. Subsequent to the Granite City Supplemental Dropdown and the units issued in connection with the acquisition of CMT, we continue to own the general partnerclosing of the Partnership,Simplification Transaction, SunCoke incurred $0.3 million of legal and consulting costs, which owns a 2 percentwere included in selling, general partner interest and IDRs, and owned a 53.4 percent limited partner interest inadministrative expenses on the Partnership. The remaining 44.6 percent limited partner interest in the Partnership was held by public unitholders and was reflected as a noncontrolling interest in the consolidated financial statements.
We accountedConsolidated Statements of Operations for the Granite City Dropdown and Granite City Supplemental Dropdown as equity transactions, which resulted in an increase in noncontrolling interest and a decrease in SunCoke Energy's equity of $6.5 million and $1.5 million, respectively, representing the Partnership's common public unitholders' share of the book value of ownership interest received of $114.7 million, net of their share of the transaction value of $106.7 million.year ended December 31, 2019.    
Haverhill and Middletown Dropdown
On May 9, 2014, SunCoke Energy contributed an additional 33 percent interest, for total partnership ownership interest of 98 percent, in the Haverhill Coke Company LLC ("Haverhill") and Middletown Coke Company, LLC ("Middletown") cokemaking facilities to the Partnership for a total transaction value of $365.0 million (the "Haverhill and Middletown Dropdown"). The transaction value included $271.3 million of debt and other liabilities assumed by the Partnership, $80.0 million of Partnership common units issued, $3.3 million of general partner interest issued to the Partnership's general partner and $10.4 million of cash. After the Haverhill and Middletown Dropdown, SunCoke Energy continued to own the general partner of the Partnership, which owns a 2 percent general partner interest and IDRs, and decreased its limited partner interest in the Partnership from 55.9 percent to 54.1 percent. The remaining 43.9 percent interest in the Partnership was held by public unitholders and was reflected as a noncontrolling interest in the consolidated financial statements.
We accounted for the Haverhill and Middletown Dropdown as an equity transaction, which resulted in a decrease in noncontrolling interest and an increase in SunCoke Energy's equity of $83.7 million during 2014, representing the Partnership's common public unitholders' share of consideration paid for the acquisition, net of their share of the book value of ownership interest received.
Thefollowing table below summarizes the effects of the changes in the Company’sCompany's ownership interest in Haverhill, Middletownthe Partnership on SunCoke's equity:
 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Net (loss) income attributable to SunCoke Energy, Inc.$(152.3) $26.2
 $122.4
Increase (decrease) in SunCoke Energy, Inc. equity for the purchase of additional interest in the Partnership(1)
182.5
 (1.2) (12.0)
Changes from net (loss) income attributable to SunCoke Energy, Inc. and transfers to noncontrolling interest$30.2
 $25.0
 $110.4

(1)During the years ended December 31, 2018 and 2017, the Company purchased 231,171 and 2,853,032, respectively, of outstanding Partnership common units in the open market for total cash payments of $4.2 million and $48.7 million, respectively. SunCoke controlled the Partnership both before and after these unit acquisitions. Therefore, the cash paid for the Partnership units in excess of the net book value of Partnership interest acquired was recorded as a reduction to additional paid-in capital, reducing SunCoke’s equity balance. Upon the closing of the Simplification Transaction, the Company's program to purchase outstanding Partnership common units was terminated.
Divestiture of India Equity Method Investment
On June 27, 2018, we sold our 49 percent investment in VISA SunCoke Limited ("VISA SunCoke") for cash consideration of $4.0 million. Consequently, we recognized $9.0 million of accumulated currency translation losses and Granite City on SunCoke’s equity:
 Years Ended December 31,
 2015 2014
 (Dollars in millions)
Net loss attributable to SunCoke Energy, Inc.$(22.0) $(126.1)
Decrease in SunCoke Energy, Inc. equity for the contribution of 75 percent interest in Granite City(6.5) 
Decrease in SunCoke Energy, Inc. for the contribution of an additional 23 percent interest in Granite City(1.5) 
Increase in SunCoke Energy, Inc. equity for the contribution of 33 percent interest in Haverhill and Middletown
 83.7
Change from net loss attributable to SunCoke Energy, Inc. and dropdown transactions$(30.0) $(42.4)


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5. Coal Mining Business Divestiture
In April 2016, the Company completed the disposalincurred $0.4 million of its coal mining business, includedtransaction costs, resulting in the Coal Mining segment, to Revelation Energy, LLC ("Revelation"), which assumed substantially all of the Company's remaining coal mining assets, mineral leases, real estate and a substantial portion of our mining reclamation obligations. Under the terms of the agreement, Revelation received $12.8net $5.4 million loss from the Company to take ownership of the assets and liabilities. These cash payments were reflected as cash flows used in investing activities on the Consolidated Statements of Cash Flows.
During 2016, the Company recognized losses associated with this divestiture of $14.7 million, which included a $10.7 million asset impairment charge and transaction-related costs of $1.1 million. These losses were recorded in loss on divestiture of business and impairmentsequity method investment during 2018 on the Consolidated Statements of Operations. Transaction-related costsOur investment in VISA SunCoke was previously accounted for as an equity method investment and was fully impaired in 2015. Therefore, its financial results had not been included in our financial statements since that time.    
Divestiture of $1.1Preferred Investment in Brazilian Cokemaking Operations
On November 28, 2016, ArcelorMittal Brazil redeemed SunCoke’s indirectly held preferred and common equity interests in Sol Coqueria Tubarão S.A. ("Brazil Investment"), previously accounted for at cost, for consideration of $41.0 million. The Company received $20.5 million were recorded asin cash flows usedat closing in 2016 and received the remaining $20.5 million in cash, plus interest of $0.2 million, in 2017. Starting in 2016, SunCoke receives $5.1 million in licensing fees per year, in addition to our per ton licensing fee, through 2023 related to the addition of certain patents to its existing intellectual property licensing agreement, which are currently in use by ArcelorMittal Brazil at the Brazil facility. The Company also extended the life of its patents with the Brazilian authorities through 2033, providing opportunity to extend the existing licensing agreement beyond 2023. Licensing fees are included in sales and other operating activitiesrevenue on the Consolidated Statements of Cash Flows.Operations.
The Consolidated Balance Sheets as of December 31, 2015 have been reclassified to present the assets and liabilities associated with the divestiture of the coal mining business as held for sale. As of December 31, 2015, the Company had $12.3 million of assets held for sale, which primarily consisted of $11.4 million of properties, plants, and equipment, net, and $6.8 million of liabilities held for sale, which included $5.9 million of asset retirement obligations, and were disposed of with the divestiture in April 2016.
See Note 20 for discussion of impairment charges recorded during 2014 related to the coal mining business.

63

6.


4. Customer Concentrations
In 2016,2019, the Company sold approximately 44.2 million tons of coke under long-term, take-or-pay contracts to its three3 primary Domestic Coke customers in the U.S.: AK Steel Corporation ("AK Steel"), ArcelorMittal S.A. and subsidiaries ("ArcelorMittal"USA LLC and/or its affiliates (“AM USA”) and United States Steel Corporation ("U.S. Steel"). In addition, the licensing and operating fees are payable to the Company under long-term contracts with a Brazilian subsidiary of ArcelorMittal.ArcelorMittal Brazil.
The table below shows sales to the Company's significant customers for the years ended December 31, 2016, 2015 and 2014:
customers:
 Years ended December 31, Years Ended December 31,
 2016 2015 2014 2019 2018 2017
 Sales and other operating revenue Percent of Company sales and other operating revenue Sales and other operating revenue Percent of Company sales and other operating revenue Sales and other operating revenue Percent of Company sales and other operating revenue Sales and other operating revenue Percent of Company sales and other operating revenue Sales and other operating revenue Percent of Company sales and other operating revenue Sales and other operating revenue Percent of Company sales and other operating revenue
 (Dollars in millions) (Dollars in millions)
ArcelorMittal(1)
 $596.6
 48.8% $662.3
 49.0% $771.9
 51.8%
AM USA and ArcelorMittal Brazil(1)
 $824.5
 51.5% $735.8
 50.7% $678.2
 50.9%
AK Steel(2)
 $350.0
 28.6% $395.4
 29.3% $402.4
 27.0% $433.3
 27.1% $377.9
 26.0% $331.3
 24.9%
U.S. Steel(3)
 $185.3
 15.2% $212.7
 15.7% $249.2
 16.7% $255.4
 16.0% $206.8
 14.3% $214.1
 16.1%
(1) Represents revenues included in our Domestic Coke and Brazil Coke segments.
(2) Represents revenues included in our Domestic Coke segment.
(3) Represents revenues included in our Domestic Coke and Coal Logistics segments.
Additionally, ArcelorMittal Brazil preferred dividends of $9.5 million were recorded in other income, net on the Consolidated Statements of Operations during 2015 and 2014. With the investment redemption in 2016, the Company will no longer receive its annual preferred dividend. See Note 2.
Two of our coke customers, AK Steel and U.S. Steel, have temporarily idled portions of their Ashland Kentucky Works facility and Granite City Works facility, respectively. These temporary idlings do not change any obligations that AK Steel and/or U.S. Steel have under their long-term, take-or-pay contracts with us.
The Company generally does not require any collateral with respect to its receivables. At both December 31, 2016,2019 and 2018, the Company’s receivables balance wasbalances were primarily due from AM USA and ArcelorMittal Brazil, AK Steel and U.S. Steel. As a result, the Company experiences concentrations of credit risk in its receivables with these three3 customers. These concentrations of credit risk may be affected by changes in economic or other conditions affecting the steel industry.
The table below shows receivables due from the Company's three significant customers as of December 31, 2016 and 2015:customers:
 December 31,
 2019 2018
 (Dollars in millions)
AM USA and ArcelorMittal Brazil$28.0
 $34.3
AK Steel$13.2
 $25.3
U.S. Steel$7.3
 $5.2



81



 December 31,
 2016 2015
 (Dollars in millions)
ArcelorMittal(1)
$47.7
 $25.5
AK Steel(2)
$10.7
 $14.8
U.S. Steel(2)
$5.7
 $5.9
(1) The 2016 receivables due includes the $20.5 million receivable recorded as redemption of Brazil investment on the Consolidated Balance Sheet. The remaining receivables due are included in receivables on the Consolidated Balance Sheet. Also included in receivables at December 31, 2015, was a $9.5 million preferred dividend from ArcelorMittal Brazil.
(2)Included in receivables on the Consolidated Balance Sheet.
Our Coal Logistics segment provideslogistics business provided coal handling and storage services to Murray American CoalEnergy Corporation, Inc. ("Murray") and Foresight Energy LPLLC ("Foresight"), who arehave historically been the two primary customers in the Coal Logistics segmentsegment. In 2019, Murray filed for bankruptcy and related parties of The Cline Group, a beneficial owner of the Partnership. Sales to Murray and Foresight accounted for $53.5 million, or 4.4 percent, and $22.0 million, or 1.6 percent of the Company's sales and other operating revenue and were recordedrejected its take-or-pay contract with CMT, which resulted in the Coal Logistics segment for the years ended December 31, 2016absence of approximately $30 million of take-or-pay revenues. See Note 8.
The table below shows sales to Foresight and 2015, respectively, representing 49.6 percent and 27.1 percent of Coal Logistics revenue, including intersegment sales, in 2016 and 2015, respectively. Murray:
  Years Ended December 31,
  2019 2018 2017
  (Dollars in millions)
Sales and other operating revenue(1)
 $32.4
 $62.5
 $57.8
Percent of Company sales and other operating revenue 2.0% 4.3% 4.3%
Percent of Logistics segment sales and other operating revenue, including intersegment sales 32.7% 49.3% 49.4%
(1)The 2019 results reflect zero take-or-pay revenues from Murray.    
Receivables, net due from Murray and Foresight were $8.0totaled $0.5 million and $7.2 million and were recorded in receivables on the Consolidated Balance Sheets at December 31, 20162019. Receivables, net due from Foresight and 2015, respectively.Murray totaled $3.2 million at December 31, 2018.


64

7.


5. Income Taxes
The components of income (loss) before income tax (benefit) expense (benefit) and loss from equity method investment are as follows:
 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Domestic$(218.6) $39.3
 $4.3
Foreign15.5
 17.7
 17.6
Total$(203.1) $57.0
 $21.9

Income tax expense (benefit) consisted of the following:
 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Current tax expense (benefit):
 
 
U.S. federal$0.3
 $1.4
 $1.7
State3.8
 2.1
 (1.0)
Foreign4.3
 4.5
 4.9
Total current tax expense8.4
 8.0
 5.6
      
Deferred tax (benefit) expense:
 
 
U.S. federal(39.3) (3.1) (99.7)
State(23.8) (0.3) 12.5
Total deferred tax (benefit) expense(63.1) (3.4) (87.2)
Total$(54.7) $4.6
 $(81.6)



 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Domestic$52.5
 $8.6
 $(137.0)
Foreign15.6
 14.5
 11.4
Total$68.1
 $23.1
 $(125.6)


8265





The componentsreconciliation of income tax expense (benefit) are as follows:
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Income taxes currently payable (receivable):
 
 
U.S. federal$2.7
 $(3.1) $3.6
State(2.2) (3.3) (1.0)
Foreign5.0
 3.2
 3.0
Total taxes currently payable (receivable)5.5
 (3.2) 5.6
      
Deferred tax expense (benefit):
 
 
U.S. federal(1.5) (12.7) (58.1)
State4.6
 7.1
 (6.3)
Total deferred tax expense (benefit)3.1
 (5.6) (64.4)
Total$8.6
 $(8.8) $(58.8)
The reconciliation of the income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) is as follows:
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Income tax expense (benefit) at 35 percent U.S. statutory rate$23.8
 35.0 % $8.0
 35.0 % $(43.9) 35.0 %
Increase (reduction) in income taxes resulting from:           
Income attributable to noncontrolling interests(1)
(15.6) (23.0)% (11.2) (48.3)% (8.7) 6.9 %
State and other income taxes, net of federal income tax effects1.1
 1.7 % 1.8
 7.7 % (5.6) 4.5 %
Change in valuation allowance(2)
0.4
 0.6 % (8.8) (38.0)% 11.2
 (9.1)%
Impact of tax sharing agreement
  % 
  % (0.7) 0.6 %
Investment in subsidiary(2)

  % 1.0
 4.4 % (11.9) 9.5 %
Coal impairment
  % 
  % 2.4
 (1.9)%
Prior year adjustment(0.2) (0.4)% 
  % (1.1) 0.9 %
Other(0.9) (1.2)% 0.4
 1.2 % (0.5) 0.4 %
 $8.6
 12.7 % $(8.8) (38.0)% $(58.8) 46.8 %
 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Income tax (benefit) expense at U.S. statutory rate$(42.7) 21.0 % $12.0
 21.0 % $7.7
 35.0 %
Increase (reduction) in income taxes resulting from:           
Logistics goodwill impairment3.3
 (1.7)% 
  % 
  %
Impact of Final Regulations(1)

  % (1.4) (2.5)% 64.2
 293.2 %
Impact of Tax Legislation(2)

  % (4.8) (8.4)% (154.7) (706.4)%
Income attributable to noncontrolling interests in partnerships(3)
(0.6) 0.3 % (3.9) (6.8)% (5.4) (24.7)%
State and other income taxes, net of federal income tax effects(15.0) 7.4 % 1.6
 2.8 % 2.0
 9.1 %
Change in valuation allowance(4)
0.6
 (0.3)% 0.7
 1.2 % 3.9
 17.8 %
Other(0.3) 0.2 % 0.4
 0.7 % 0.7
 3.2 %
Income tax (benefit) expense at effective tax rate$(54.7) 26.9 % $4.6
 8.0 % $(81.6) (372.8)%
(1)
NoOn January 19, 2017, the Internal Revenue Service ("IRS") announced its decision to exclude cokemaking as a qualifying income generating activity in its final regulations (the "Final Regulations") issued under section 7704(d)(1)(E) of the Internal Revenue Code relating to the qualifying income exception for publicly traded partnerships. As a result, the Partnership recorded deferred income tax expense of $148.6 million to set up its initial deferred income tax liability during 2017, primarily related to differences in the book and tax basis of fixed assets.  However, the Company had previously recorded $84.4 million of the deferred income tax liability in its financial statements related to the Company's share of the deferred tax liability for the book and tax differences in its investment in the Partnership. As such, the Company's 2017 financial statements reflect the $64.2 million incremental impact from the Final Regulations solely attributable to the Partnership’s public unitholders, which was also recorded as an equal reduction to noncontrolling interest.
In 2018, the Partnership recorded a deferred tax benefit of $3.6 million related to its changes in projected deferred tax liability associated with projected book and tax differences at the end of the 10-year transition period due to current period additions and changes in estimated useful lives of certain assets. The Company's 2018 financial statements reflect a $1.4 million benefit, which is solely attributable to the Partnership’s public unitholders and was also recorded as an equal reduction to noncontrolling interest. 
As a result, the Final Regulations had no impact to net income attributable to the Company in 2018 or 2017. Following the closing of the Simplification Transaction in June 2019, the Final Regulations no longer apply to the Company.
(2)On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Legislation") was enacted. The Tax Legislation significantly revised the U.S. corporate income tax structure, including lowering corporate income tax rates. In addition, the SEC staff released Staff Accounting Bulletin 118 on December 23, 2017, which provided for companies to record a provisional impact of the Tax Legislation during a measurement period, not to exceed one year, in situations where companies do not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting under ASC 740, "Income Taxes", for certain income tax effects of the Tax Legislation for the reporting period which includes enactment. During 2017, SunCoke recorded a provisional net income tax benefit of $154.7 million, of which $125.0 million was attributable to the Company, for the impact of this Tax Legislation. These benefits were primarily due to the $169.0 million net benefit resulting from the remeasurement of U.S. deferred income tax liabilities and assets at the lower enacted corporate tax rates. During 2017, based on information available at the time, the Company recorded provisional income tax expense of $14.3 million for a valuation allowance against $19.0 million of foreign tax credit carryforwards that the Company believed would not be realized prior to their expiration as a result of the Tax Legislation. Based on an updated analysis of the foreign tax credit rules relating to the new Tax Legislation, the Company revised its estimate of the realizability of its foreign tax credits, resulting in a net $4.8 million benefit during the third quarter of 2018. There


66



were no other significant changes to previous estimates and amounts recorded in 2017 relating to this Tax Legislation.
(3)NaN income tax expense is reflected in the Consolidated Statements of Operations for partnership income attributable to noncontrolling interests.interests in our Indiana Harbor cokemaking facility or the Partnership prior to the Simplification Transaction discussed in Note 3. Excludes the impact of the Final Regulations on qualifying income discussed above.
(2)(4)
On December 22, 2014, SunCoke executedIn 2017, the Company recorded a definitive agreement to sell 100 percent of its interest in the entities that made up the Harold Keene Coal Companies. This required SunCoke to record a deferred tax asset of $11.9 million related to the outside basis difference on the Harold Keene investment. This deferred tax asset was offset by a $9.8 million valuation allowance. SunCoke canceled the definitive agreement during the third quarter of 2015. Due to the cancellation of the agreement, the deferred tax asset and the valuation allowance recorded during 2014 were reversed during 2015. The reversalas a result of the deferred tax asset during 2015 was largely offset by a related current income tax deduction due to the determination of insolvency of the subsidiary, resultingchanges in the net income tax benefit of $1.0 million in the investment in subsidiary line. The actual sale of the coal business, which was completed in the second quarter of 2016, had no material impact on the effective tax rate.
future state allocation assumptions.


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The tax effects of temporary differences that comprise the net deferred income tax liability from operations are as follows:
December 31,December 31,
2016 20152019 2018
(Dollars in millions)(Dollars in millions)
Deferred tax assets:  
Retirement benefit liabilities$12.2
 $13.4
$6.4
 $6.4
Black lung benefit liabilities18.9
 19.4
12.8
 11.3
Share-based compensation8.6
 8.4
4.7
 6.4
Federal tax credit carryforward(1)
23.2
 23.0
20.5
 21.5
Foreign tax credit carryforward(2)
14.0
 8.9
14.4
 15.9
Federal net operating loss(3)
17.2
 8.2
1.6
 
State tax credit carryforward, net of federal income tax effects(4)
5.5
 6.4
Section 163j interest limitation carryforward(4)
5.7
 1.8
State tax credit carryforward, net of federal income tax effects(5)
1.1
 2.4
State net operating loss carryforward, net of federal income tax effects(5)
8.4
 7.4
13.6
 13.5
Other liabilities not yet deductible7.8
 12.0
4.4
 4.9
Properties, plants and equipment
 12.0
Total deferred tax assets115.8
 119.1
85.2
 84.1
Less valuation allowance(6)
(5.9) (5.8)
Less: valuation allowance(7)
(20.9) (20.7)
Deferred tax asset, net109.9
 113.3
64.3
 63.4
Deferred tax liabilities:
 

 
Properties, plants and equipment(0.3) 
(17.9) (111.5)
Investment in partnerships(462.1) (462.3)(194.0) (206.6)
Total deferred tax liabilities(462.4) (462.3)(211.9) (318.1)
Net deferred tax liability$(352.5) $(349.0)$(147.6) $(254.7)
(1)Federal tax credit carryforward expires in 2032 through 2033.2034.
(2)Foreign tax credit carryforward expires in 20222024 through 2025.2029.
(3)Federal net operating loss expires in 2035.does not expire.
(4)The Tax Legislation generally limits the deductibility of business interest expense to 30 percent of adjusted taxable income. This limitation resulted in a deferred tax asset as the interest expense in excess of the limitation is eligible for deduction in future taxable years and has no expiration.
(5)State tax credit carryforward, net of federal income tax effects expires in 20172020 through 2020.2022.
(5)(6)State net operating loss carryforward, net of federal income tax effects expires in 20172023 through 2035.2037.
(6)(7)Primarily related to state tax credit carryforward and state net operating loss carryforwards and an $11.4 million allowance against the foreign tax credit carryforward.
The Company's consolidated federal income tax returns have been examined by the IRS for all years through the year ended December 31, 2014. SunCoke is currently open to examination by the IRS for tax years ended December 31, 2015 and forward.


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State and foreign income tax returns are generally subject to examination for a period of three to five years after the filing of the respective returns. The state impact of any amended federal returns remains subject to examination by various states for a period of up to one year after formal notification of such amendments to the states.
SunCoke Energy Partners LP received a "No Adjustments" letter from the Internal Revenue Service (“IRS”) dated December 16, 2016 related to the examination for the tax year ended December 31, 2013. The statute of limitations for the tax year ended December 31, 2013 remains open to examination through September 15, 2017.
In January 2017, the IRS announced its decision to exclude cokemaking as a qualifying income generating activity. Subsequent to the 10-year transition period, certain cokemaking entities in the Partnership will become taxable as corporations. See Note 24.
There were no0 uncertain tax positions at December 31, 2016,2019 and 20152018, and there were no0 associated interest or penalties recognized duringfor the years ended December 31, 2016, 2015 and 2014.2019, 2018 or 2017. The Company does not expect that any unrecognized tax benefits pertaining to income tax matters will be required in the next twelve months.


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Tax Sharing Agreement with Sunoco, Inc. ("Sunoco")
On July 18, 2011, SunCoke Energy and Sunoco entered into a new tax sharing agreement that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
SunCoke Energy is generally not entitled to receive payment from Sunoco in respect of any of SunCoke Energy’s tax attributes or tax benefits or any reduction of taxes of Sunoco. Moreover, Sunoco is generally entitled to refunds of income taxes with respect to periods ending at or prior to the distribution. If SunCoke Energy realizes any refund, credit or other reduction in otherwise required tax payments in any period beginning after the distribution date as a result of an audit adjustment resulting in taxes for which Sunoco would otherwise be responsible, then, subject to certain exceptions, SunCoke Energy must pay Sunoco the amount of any such taxes for which Sunoco would otherwise be responsible. Further, if any taxes are imposed on Sunoco as a result of a reduction in SunCoke Energy’s tax attributes for a period ending at or prior to the distribution date pursuant to an audit adjustment (relative to the amount of such tax attribute reflected on Sunoco’s tax return as originally filed), then, subject to certain exceptions, SunCoke Energy is generally responsible to pay Sunoco the amount of any such taxes.
SunCoke Energy has also agreed to certain restrictions that are intended to preserve the tax-free status of the contribution and the distribution. These covenants include restrictions on SunCoke Energy’s issuance or sale of stock or other securities (including securities convertible into our stock but excluding certain compensatory arrangements), and sales of assets outside the ordinary course of business and entering into any other corporate transaction which would cause SunCoke Energy to undergo a 50 percent or greater change in its stock ownership. Certain key restrictions expired on January 18, 2014.
SunCoke Energy has generally agreed to indemnify Sunoco and its affiliates against any and all tax-related liabilities incurred by them relating to the contribution or the Distribution to the extent caused by an acquisition of SunCoke Energy’s stock or assets, or other of its actions. This indemnification applies even if Sunoco has permitted SunCoke Energy to take an action that would otherwise have been prohibited under the tax-related covenants as described above.
Sunoco’s consolidated federal income tax returns have been examined by the IRS for all years through the year ended October 4, 2012, the last year for which SunCoke was included on a Sunoco consolidated federal income tax return.  Specifically related to SunCoke, the Sunoco consolidated federal income tax returns for all tax years between the years ended December 31, 2007 and October 4, 2012 remain open.  Sunoco combined state income tax returns which specifically include SunCoke entities remain open for the years ended December 31, 2009 through October 4, 2012. SunCoke is currently open to examination by the IRS for the tax years ended December 31, 2012 and forward.
As of December 31, 2016, SunCoke Energy estimates that all tax benefits have been settled under the provisions of the tax sharing agreement. SunCoke Energy will continue to monitor the full utilization of all tax attributes when the respective tax returns are filed and will, consistent with the terms of the tax sharing agreement, record additional adjustments through earnings when necessary.
8.6. Inventories
The Company’s inventory consists of metallurgical coal, which is the principal raw material for the Company’s cokemaking operations, coke, which is the finished good sold by the Company to its customers, and materials, supplies and other. These components of inventories were as follows:
 December 31,
 2019 2018
 (Dollars in millions)
Coal$94.4
 $59.9
Coke8.1
 8.6
Materials, supplies and other44.5
 41.9
Total inventories$147.0
 $110.4

 December 31,
 2016 2015
 (Dollars in millions)
Coal$49.4
 $76.5
Coke7.7
 8.8
Materials, supplies and other35.4
 36.5
Total inventories$92.5
 $121.8


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9.7. Properties, Plants, and Equipment, Net
The components of net properties, plants and equipment were as follows:
 December  31,
 2019 2018
 (Dollars in millions)
Coke and energy plant, machinery and equipment$1,968.2
 $1,876.3
Logistics plant, machinery and equipment147.9
 218.3
Land and land improvements106.0
 119.7
Construction-in-progress29.5
 72.7
Other42.3
 39.9
Gross investment, at cost2,293.9
 2,326.9
Less: accumulated depreciation(903.7) (855.8)
Total properties, plants and equipment, net$1,390.2
 $1,471.1

 December  31,
 2016 2015
 (Dollars in millions)
Coke and energy plant, machinery and equipment(1)
$1,767.1
 $1,715.3
Coal logistics plant, machinery and equipment214.4
 159.4
Land and land improvements118.7
 125.8
Mining(2)

 36.3
Construction-in-progress33.4
 106.1
Other34.9
 29.3
Gross investment, at cost2,168.5
 2,172.2
Less: Accumulated depreciation(2)
(625.9) (590.2)
Total properties, plants and equipment, net$1,542.6
 $1,582.0

(1)Includes assets, consisting mainly of coke and energy plant, machinery and equipment, with a gross investment totaling $1,281.5 million and $1,278.3 million and accumulated depreciation of $410.4 million and $371.7 million at December 31, 2016 and December 31, 2015, respectively, which are subject to long-term contracts to sell coke and are deemed to contain operating leases.
(2)The net book value of our coal mining assets was $1.7 million at December 31, 2015.
10.8. Goodwill and Other Intangible Assets
Goodwill allocatedA significant portion of our logistics business has historically held long-term, take-or-pay contracts with Murray and Foresight, which have been adversely impacted by declining coal export prices and domestic demand. On October 29, 2019, Murray filed for Chapter 11 bankruptcy and also filed a motion to SunCoke's reportable segments as of December 31, 2016 and 2015 and changes inreject its contract with CMT, which was subsequently authorized by the carrying amount of goodwillbankruptcy court. In addition, during the fiscal years ended December 31, 2016third quarter Foresight engaged outside counsel and 2015 are as follows:
financial advisors to assess restructuring options and has elected to exercise its grace period on its third quarter interest payment to its lenders, which was subsequently extended to February 28, 2020.
 Domestic Coke Coal Logistics Total
 (Dollars in millions)
Net balance at December 31, 2014$3.4
 $8.2
 $11.6
Goodwill acquired during the period(1)

 59.5
 59.5
Net balance at December 31, 2015$3.4
 $67.7
 $71.1
Adjustments(2)

 5.8
 5.8
Net balance at December 31, 2016$3.4
 $73.5
 $76.9
Impairment of Goodwill
(1) The Company acquired CMT during 2015 for total considerationconcluded the impact of $403.1 million, of which $59.5 million was allocated to goodwill, representing the events discussed above could more likely than not reduce the fair value of additional capacity and potential for future additional throughput.
(2)During 2016, an adjustment to the acquisition date fair value of the contingent consideration liability increased the amount of the purchase price allocated to goodwill by $6.4 million. Additionally, a working capital adjustment to the acquisition date fair value of the acquired net assets decreased the amount of the purchase price allocated to goodwill by $0.6 million.
The Company performedthe Logistics reporting unit below its carrying value, requiring SunCoke to perform its annual goodwill impairment test as of October 1, 2016, with no indication of impairment.September 30, 2019. The fair value of the Coal Logistics reporting unit, which was determined based on a discounted cash flow analysis, exceededdid not exceed the carrying value of the reporting unit by approximately 6 percent. A significant portion of our coal logistics business holds long-term, take-or-pay contracts with Murray and Foresight.unit. Key assumptions in our goodwill impairment test include continued customer performance against long-term, take-or-pay contracts, renewal of future long-term, take-or-pay contracts,included reduced forecasted volumes and reduced rates from Foresight, no further business from Murray, incremental merchant business and an 18 percenta discount rate of 12 percent, representing the estimated weighted average cost of capital for this business line. As a result, the Company recorded a $73.5 million non-cash, pre-tax impairment charge to the Logistics segment on the Consolidated Statements of Operations during 2019, which represents a full impairment of the Logistics goodwill balance.


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Goodwill allocated to SunCoke's reportable segments as of December 31, 2019 and December 31, 2018 and changes in the carrying amount of goodwill during the fiscal year ended December 31, 2019 are shown below. There were no changes in the carrying amount of goodwill during the fiscal year ended December 31, 2018.
 Domestic Coke Logistics Total
 (Dollars in millions)
Net balances at December 31, 2017 and 2018$3.4
 $73.5
 $76.9
Impairment
 (73.5) (73.5)
Net balances at December 31, 2019$3.4
 $
 $3.4

Impairment of Long-Lived Assets
As a result of our logistics customers' events discussed above, CMT's long-lived assets, including customer contracts, customer relationships, permits and properties, plant and equipment, were also assessed for impairment as of September 30, 2019. The use of different assumptions, estimates or judgments, such asCompany re-evaluated its projections for throughput volumes, pricing and customer performance against the estimated futureexisting long-term take-or-pay contracts. The resulting undiscounted cash flows of Coal Logistics andwere lower than the discount rate used to discount such cash flows, could significantly impact the estimated fair value of a reporting unit, and therefore, impact the excess fair value above carrying value of the reporting unit. A 100 basis point change inasset group. Therefore, the discount rate would not have reducedCompany assessed the fair value of the reporting unit below its carrying value. Toasset group to measure the extent changesamount of impairment. The fair value of the CMT long-lived assets was determined to be $112.1 million based on discounted cash flows, asset replacement cost and adjustments for capacity utilization, which are considered Level 3 inputs in factors or circumstances occur that impactthe fair value hierarchy as defined in Note 18. Key assumptions in our futurediscounted cash flow projections, such as a loss of eitherflows included reduced forecasted volumes and reduced rates from Foresight, no further business from Murray, or


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Foresight as customers, significant reductions in volume or pricing beyond our existing contract term or lower incremental merchant business future assessmentsand a discount rate of 11 percent, representing the estimated weighted average cost of capital for this asset group. As a result, during 2019, the Company recorded a total non-cash, pre-tax long-lived asset impairment charge of $173.9 million included in long-lived asset and goodwill andimpairment on the Consolidated Statements of Operations, all of which was attributable to the Logistics segment. The charge included an impairment of CMT's long-lived intangible assets may result in material impairment charges. and property, plants and equipment of $113.3 million and $60.6 million, respectively.
Components of other intangible assets, net
The following table summarizes the components of gross andother intangible assets, net intangible asset balanceswere as of December 31, 2016 and December 31, 2015:follows:
   December 31, 2019 December 31, 2018
 Weighted - Average Remaining Amortization Years Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net
   (Dollars in millions)
Customer contracts1 $7.7
 $7.2
 $0.5
 $31.7
 $17.7
 $14.0
Customer relationships5 6.7
 3.9
 2.8
 28.7
 7.5
 21.2
Permits23 31.7
 0.3
 31.4
 139.0
 17.4
 121.6
Total  $46.1
 $11.4
 $34.7
 $199.4
 $42.6
 $156.8
   December 31, 2016 December 31, 2015
 Weighted - Average Remaining Amortization Years Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net
   (Dollars in millions)
Customer contracts6 $31.7
 $9.9
 $21.8
 $31.7
 $6.1
 $25.6
Customer relationships14 28.7
 3.8
 24.9
 28.7
 1.8
 26.9
Permits26 139.0
 7.1
 131.9
 139.0
 1.9
 137.1
Trade name2 1.2
 0.8
 0.4
 1.2
 0.6
 0.6
Total  $200.6
 $21.6
 $179.0
 $200.6
 $10.4
 $190.2

The permits above represent the environmental and operational permits required to operate a coal export terminal in accordance with the United StatesU.S. Environmental Protection Agency ("EPA") and other regulatory bodies. Intangible assets are amortized over their useful lives in a manner that reflects the pattern in which the economic benefit of the asset is consumed. The permits’ useful lives were estimated to be 27 years at acquisition based on the expected useful life of the significant operating equipment at the facility. These permits have an average remaining renewal term of approximately 3.4 years. The permits were renewed regularly prior to our acquisition of CMT. We also have historical experience of renewing and extending similar arrangements at our other facilities and intend to continue to renew our permits as they come up for renewal for the foreseeable future. The permits were renewed regularly prior to our acquisition of CMT. These permits have an average remaining renewal term of approximately 1.4 years.     


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Total amortization expense for intangible assets subject to amortization was $11.2$8.8 million, $5.1$11.1 million and $1.5$11.1 million for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively. Based on the carrying value of finite-lived intangible assets as of December 31, 2016,2019, we estimate amortization expense for each of the next five years as follows:
 (Dollars in millions)
2020$2.4
20212.0
20222.0
20232.0
20241.8
Thereafter24.5
Total$34.7

 (Dollars in millions)
2017$11.1
201811.0
201910.9
202010.7
202110.3
Thereafter125.0
Total$179.0


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11.9. Asset Retirement Obligations
The Company has asset retirement obligations, primarily in the Domestic Coke segment, related to certain contractual obligations. These contractual obligations mostly relatedrelate to costs associated with restoring land to its original state, and may require the retirement and removal of long-lived assets from certain cokemaking properties as well as other reclamation obligations related to our former coal mining business. The Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes require that mine property be restored in accordance with specified standards and an approved reclamation plan. We do not have any unrecorded asset retirement obligations.
The following table provides a reconciliation of changes in the asset retirement obligation from operations during each period:
(Dollars in millions)Years ended December 31,
Balance at January 1, 2015$22.2
2019 2018
Asset retirement obligation at beginning of year$14.6
 $14.0
Liabilities settled(2.1)(1.2) (0.4)
Accretion expense(1)
1.4
1.0
 0.9
Revisions in estimated cash flows0.7
0.9
 0.1
Balance at December 31, 2015(2)
$22.2
Liabilities settled(0.7)
Accretion expense(1)
1.1
Disposal of coal mining liabilities(3)
(9.4)
Revisions in estimated cash flows0.7
Balance at December 31, 2016$13.9
Asset retirement obligation at end of year(2)
15.3
 14.6
(1)Included in cost of products sold and operating expenses on the Consolidated Statements of Operations.
(2)Includes $5.9 millionThe current portion of asset retirement obligations reclassified as held for saleobligation liabilities, which totaled $0.9 million at December 31, 2019, is classified in accrued liabilities on ourthe Consolidated Balance Sheets as of December 31, 2015.
(3)In 2016, the Company completed the disposal of its coal mining business to Revelation who assumed a substantial portion of our mining reclamation obligations.Sheets.
12.10. Retirement Benefits Plans
Defined Benefit Pension Plan and Postretirement Health Care and Life Insurance Plans
The Company had a noncontributory defined benefit pension plan (“defined benefit plan”), which provided retirement benefits for certain of its employees. Effective January 1, 2011, pension benefits under the Company’s defined benefit plan were frozen for all participants in this plan. Effective May 30, 2014, Dominion Coal Corporation, a wholly-owned subsidiary of the Company, terminated its defined benefit plan, a plan that was previously offered generally to all full-time employees of Dominion Coal Corporation. Subsequently, the Company obtained IRS approval for the plan termination and executed an agreement with a high-quality insurance company to annuitize the pension plan using plan assets. As a result of the termination of the Dominion Coal defined benefit plan, each participant became fully vested in his or her benefits thereunder without regard to age and years of service.
As a result of the pension termination, unrecognized losses, which previously were recorded in accumulated other comprehensive loss on the Consolidated Balance Sheets, were recognized as expense. The net settlement loss of $12.6 million was recorded in cost of products sold and operating expenses on the Consolidated Statements of Operations during 2015. At December 31, 2016, there are no remaining benefit obligations or plan assets related to the defined benefit pension plan.
The Company also has plans which provide health care and life insurance benefits for many of its retirees (“postretirement benefit plans”). The postretirement benefit plans are unfunded and the costs are borne by the Company. The Company amended its postretirement benefit plans during the first quarter of 2010. Effective January 1, 2011, postretirement medical benefits for future retirees were phased out or eliminated for non-mining employees with less than ten years of service. Employer costs for all those still eligible for such benefits were capped. The termination of coal mining employees triggered a curtailment gain of $4.1 million and $2.5 million in 2015 and 2014, respectively, which represented accelerated amortization of prior service credits previously recorded in accumulated other comprehensive income.




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DefinedPostretirement benefit planplans expense (benefit) consisted of the following components:
 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Interest cost on benefit obligations$1.1
 $1.0
 $1.1
Amortization of:     
Actuarial losses0.6
 0.6
 0.9
Prior service benefit(0.6) (0.7) (0.7)
Total expense$1.1
 $0.9
 $1.3

 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Interest cost on benefit obligations$
 $0.7
 $1.5
Expected return on plan assets
 (0.7) (1.8)
Settlement loss
 12.6
 
Amortization of:     
Actuarial losses
 0.5
 0.5
Total expense (benefit)$
 $13.1
 $0.2
Postretirement benefit plans expense (benefit) consisted of the following components:
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Service cost$
 $
 $0.2
Interest cost on benefit obligations1.3
 1.3
 1.5
Amortization of:     
Actuarial losses0.7
 0.8
 0.9
Prior service benefit(0.7) (1.2) (5.6)
Curtailment gain
 (4.1) (2.5)
Total expense (benefit)$1.3
 $(3.2) $(5.5)
Amortization of actuarial losses and prior service benefit for 2017 is estimated to be $0.9 million and $0.7 million, respectively, for the postretirement benefit plans.
Defined benefit plan and postretirement benefit plans expense (benefit) is determined using actuarial assumptions as of the beginning of the year or using weighted-average assumptions when curtailments, settlements and/or other events require a plan remeasurement. The following assumptions were used to determine defined benefit plan and postretirement benefit plans expense (benefit):expense:
 December 31,
 2019 2018 2017
Discount rate4.00% 3.35% 3.65%

  Defined Benefit Plan Postretirement Benefit Plans
  2016 2015 2014 2016 2015 2014
Discount Rate % % 4.55% 3.80% 3.45% 4.15%
Long-term expected rate of return on plan assets % % 4.90% % % %
The long-term expected rate of return on plan assets was estimated based on a variety of factors, including the historical investment return achieved over a long-term period, the targeted allocation of plan assets and expectations concerning future returns in the marketplace for fixed income securities.


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The following amounts were recognized as components of other comprehensive income (loss) for the years ended December 31, 2016, 2015 and 2014:before related tax impacts:
 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Reclassifications to earnings of: 
Actuarial loss amortization$0.6
 $0.6
 $0.9
Prior service benefit amortization(0.6) (0.7) (0.7)
Retirement benefit plan funded status
   adjustments:
     
Actuarial (losses) gains(1.0) 0.8
 (1.1)
 $(1.0) $0.7
 $(0.9)

 Years Ended December 31,
 Defined Benefit Plan Postretirement Benefit Plans
 2016 2015 2014 2016 2015 2014
 (Dollars in millions)
Reclassifications to earnings of: 
Actuarial loss amortization$
 $0.5
 $0.5
 $0.7
 $0.8
 $0.9
Prior service benefit amortization
 
 
 (0.7) (1.2) (5.6)
Curtailment gain
 
 
 
 (4.1) (2.5)
Settlement loss
 12.6
 
 
 
 
Retirement benefit plan funded status
   adjustments:
           
Actuarial gains (losses)
 0.9
 (3.9) (1.8) (1.4) 0.2
Prior service (cost) benefit(1)

 
 (0.5) 1.5
 
 
 $
 $14.0

$(3.9) $(0.3) $(5.9) $(7.0)
(1) Effective January 1, 2017, a plan change occurred resulting in Medicare-eligible disabled participants transitioning from a Company-sponsored group medical plan to a federal health care exchange plan. The Company will provide a subsidy to these participants of $3,600 per participant per year. The plan change resulted in a decrease in the benefit obligation of $1.5 million during 2016.
The following tables settable sets forth the components of the changes in benefit obligations and fair value of plan assets during 2016 and 2015, as well as the funded status at December 31, 2016 and 2015:obligations:
 Years Ended December 31,
 2019 2018
 (Dollars in millions)
Benefit obligation at beginning of year$28.2
 $31.3
Interest cost1.1
 1.0
Actuarial loss/(gain)1.0
 (0.8)
Benefits paid(2.9) (3.3)
Benefit obligation at end of year(1)
$27.4
 $28.2
 Years Ended December 31,
 Defined
Benefit Plan
 Postretirement
Benefit Plans
 2016 2015 2016 2015
 (Dollars in millions)
Benefit obligations at beginning of year(1)
$
 $39.9
 $34.8
 $37.1
Service cost
 
 
 
Interest cost
 0.7
 1.3
 1.3
Actuarial (gains) losses
 (2.5) 1.8
 1.4
Plan amendments(2)

 
 (1.5) 
Curtailments
 
 
 
Benefits paid
 (1.5) (4.1) (5.0)
Settlement of obligation
 (36.6) 
 
Benefit obligations at end of year(1)
$
 $
 $32.3
 $34.8
Fair value of plan assets at beginning of year$
 $39.8
    
Actual (loss) income on plan assets
 (1.0)    
Benefits paid from plan assets
 (1.5)    
Settlement of obligation
 (36.6)    
Transfer to defined contribution plan
 (0.7)    
Fair value of plan assets at end of year$
 $
    
Net liability at end of year(3)
$
 $
 $(32.3) $(34.8)
(1) Represents both the accumulated benefit obligation and the projected benefit obligation for the defined benefit plan and the accumulated postretirement benefit obligations for the postretirement benefit plans.


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(2)(1)
Effective January 1, 2017, a plan change occurred resultingThe current portion of retirement benefit liabilities, which totaled $2.9 million and $3.0 million at December 31, 2019 and 2018, respectively, is classified in Medicare-eligible disabled participants transitioning from a Company-sponsored group medical plan to a federal health care exchange plan. The Company will provide a subsidy to these participants of $3,600 per participant per year. The plan change resulted in a decrease inaccrued liabilities on the benefit obligation of $1.5 million during 2016.
Consolidated Balance Sheets.
(3) Represents retirement benefit assets (liabilities), including current portion, on the Consolidated Balance Sheets. The current portion


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The following table sets forth the cumulative amounts not yet recognized in net income (loss) at December 31, 2016 and 2015:income:
 Years Ended December 31,
 2019 2018
 (Dollars in millions)
Cumulative amounts not yet recognized in net (loss) income:   
Actuarial losses$10.8
 $10.4
Prior service benefits(2.0) (2.6)
Accumulated other comprehensive loss (before related tax benefit)$8.8
 $7.8

  Postretirement
Benefit Plans
  2016 2015
  (Dollars in millions)
Cumulative amounts not yet recognized in net income (loss):    
Actuarial losses $11.6
 $10.6
Prior service costs (benefits) (4.1) (3.1)
Accumulated other comprehensive loss (before related tax benefit) $7.5
 $7.5
The expected benefit payments through 20262029 for the postretirement benefit plan are as follows:
 (Dollars in millions)
Year ending December 31: 
2020$2.9
2021$2.8
2022$2.6
2023$2.4
2024$2.2
2025 through 2029$8.6

  Postretirement
Benefit Plans
 (Dollars in millions)
Year ending December 31:  
2017 $3.3
2018 3.1
2019 3.0
2020 2.8
2021 2.7
2022 through 2026 10.8
The measurement date for the Company’s postretirement benefit plans is December 31. The following discount rates were used to determine the benefit obligation at December 31, 2016 and 2015, respectively (in percentages):obligation:
 December 31,
 2019 2018
Discount rate2.90% 4.00%
  Postretirement
Benefit Plans
  2016 2015
Discount rate 3.65% 3.80%

The health care cost trend assumption used at both December 31, 2016,2019 and 2018 to compute the accumulated postretirement benefit obligation for the postretirement benefit plans was 6.50 percent, (7.00 percent at December 31, 2015), which is assumed to decline gradually to 5.00 percent in 20232026 and to remain at that level thereafter. A one-percentage point change each year in assumed health care cost trend rates would have an impact of less than $0.1 million on the total of service and interest cost components of postretirement benefits expense and the accumulated postretirement benefit obligation as of December 31, 2016 and 2015.
Defined Contribution Plans
The Company has defined contribution plans which provide retirement benefits for certain of its employees. The Company’s contributions, which are principally based on the Company’s pretax income and the aggregate compensation levels of participating employees and are charged against income as incurred, amounted to $5.6$6.8 million, $6.5 million and $8.0$6.4 million for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively.




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13.11. Accrued Liabilities
Accrued liabilities consist of following:
 December 31,
 2019 2018
 (Dollars in millions)
Accrued benefits$21.7
 $21.2
Current portion of postretirement benefit obligation2.9
 3.0
Other taxes payable9.9
 9.1
Current portion of black lung liability4.6
 4.5
Other7.9
 7.8
Total accrued liabilities$47.0
 $45.6
 December 31,
 2016 2015
 (Dollars in millions)
Accrued benefits$21.4
 $16.8
Current portion of postretirement benefit obligation3.3
 3.5
Other taxes payable10.4
 8.4
Accrued restructuring1.2
 4.7
Current portion of black lung liability4.8
 5.2
Accrued legal4.4
 1.9
Other4.3
 2.4
Total accrued liabilities$49.8
 $42.9

14.12. Debt and Financing Obligation
Total debt and financing obligation consisted of the following:
 December 31,
 2019
2018
 (Dollars in millions)
7.500 percent senior notes, due 2025 ("2025 Senior Notes")$650.0
 $700.0
Term loan, due 2022 ("Term Loan")N/A
 43.9
Revolving credit facility, due 2024 ("Revolving Facility")143.3
 
SunCoke's revolving credit facility, due 2022 ("2022 Revolving Facility")N/A
 
Partnership's revolving credit facility, due 2022 ("Partnership Revolver")N/A
 105.0
5.82 percent financing obligation, due 2021 ("Financing Obligation")7.2
 10.1
Total borrowings$800.5
 $859.0
Original issue discount(4.3) (5.4)
Debt issuance costs(13.3) (15.2)
Total debt and financing obligation$782.9
 $838.4
Less: current portion of long-term debt and financing obligation2.9
 3.9
Total long-term debt and financing obligation$780.0
 $834.5

 December 31,
 2016
2015
 (Dollars in millions)
7.625 percent senior notes, due 2019 (“Notes”)$44.6
 $44.6
SunCoke's revolving credit facility, due 2018 ("Revolving Facility")
 60.4
7.375 percent senior notes, due 2020 ("Partnership Notes")463.0
 552.5
Partnership's revolving credit facility, due 2019 ("Partnership Revolver")172.0
 182.0
Partnership promissory note payable, due 2021 ("Promissory Note")113.2
 114.3
Partnership's Term Loan, due 2019 ("Partnership Term Loan")50.0
 50.0
5.82 percent financing obligation, due 2021 ("Partnership Financing Obligation")15.2
 
Total Borrowings$858.0

$1,003.8
Original issue premium7.5
 12.1
Debt issuance costs(11.4) (17.1)
Total debt and financing obligation854.1
 998.8
Less: current portion of long-term debt and financing obligation4.9

1.1
Total long-term debt and financing obligation$849.2

$997.7
2025 Senior Notes
The 2025 Senior Notes arewere the Company’s senior unsecured obligations of the Partnership. On August 5, 2019, SunCoke entered into a supplemental indenture relating to the 2025 Senior Notes, pursuant to which SunCoke has provided a full and are guaranteed on aunconditional parent guarantee of these obligations. As of January 1, 2020, the Partnership merged with and into SunCoke Energy Partners Finance Corp. ("Finance Corp"), at which time the 2025 Senior Notes became the senior unsecured basis by eachobligations of Finance Corp, which is a wholly-owned subsidiary of the Company’s existingCompany. Subsequently, Finance Corp and future subsidiaries that guaranteesSunCoke entered into a supplemental indenture relating to the Company’s credit facilities. The Partnership2025 Senior Notes are guaranteed on a senior unsecured basis by eachto acknowledge the merger and clarify certain terms of the Partnership's existingindenture. Interest on the 2025 Senior Notes is payable semi-annually in cash in arrears on June 15 and certain future subsidiaries. December 15 of each year.
The Company and the Partnership may redeem some or all of their notesthe 2025 Senior Notes at any time on or after June 15, 2020 at specified redemption prices. Ifprices plus accrued and unpaid interest, if any, to the redemption date. Before June 15, 2020, and following certain equity offerings, the Company oralso may redeem up to 35 percent of the Partnership sells certain2025 Senior Notes at a price equal to 107.5 percent of its assets or experiences specific kinds of changes in control, subjectthe principal amount, plus accrued and unpaid interest, if any, to certain exceptions,the redemption date. In addition, at any time prior to June 15, 2020, the Company may redeem some or all of the Partnership must offer2025 Senior Notes at a price equal to purchase their notes.
100 percent of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium. During 2016, the Partnershipthird quarter of 2019, the Company repurchased $89.5$50.0 million face value of outstanding Partnership2025 Senior Notes for $65.0$46.6 million of cash payments, resulting in a gain on debt extinguishment of $25.0debt on the Consolidated Statements of Operations of $2.2 million, during 2016.net of the write-off of unamortized debt issuance costs and original issue discount.




9273




The Company is obligated to offer to purchase all or a portion of the 2025 Senior Notes at a price of (a) 101 percent of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase, upon the occurrence of certain change of control events and (b) 100 percent of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase, upon the occurrence of certain asset dispositions. These restrictions and prohibitions are subject to certain qualifications and exceptions set forth in the Indenture, including without limitation, reinvestment rights with respect to the proceeds of asset dispositions.
The 2025 Senior Notes contain covenants that, among other things, limit the Company's ability and the ability of certain subsidiaries to (i) incur indebtedness, (ii) pay dividends or make other distributions, (ii) prepay, redeem or repurchase certain subordinated debt, (iv) make loans and investments, (v) sell assets, (vi) incur liens, (vii) enter into transactions with affiliates, (viii) enter into agreements restricting the ability of subsidiaries to pay dividends and (ix) consolidate or merge.
Revolving Facility
The Company's credit facility allows for maximum borrowing capacity under the credit agreement of $150 million. The proceeds of any borrowings made under the Revolving Facility can be used to finance capital expenditures, acquisitions, working capital needs, acquisitions, capital expenditures and for other general corporate purposes. The obligations under the credit agreement are guaranteed by certain of the Company’s subsidiaries and secured by liens on substantially all of the Company’s and the guarantors’ assets pursuant to a guarantee and collateral agreement.
During 2016,On August 5, 2019, the Company amended and restated the Partnership Revolver to provide additional flexibility by increasing the capacity to $400.0 million extending the revolving termination date to August 5, 2024 and including SunCoke Energy, Inc. as a borrower ("Revolving Facility"). This Revolving Facility also replaced the 2022 Revolving Facility. With proceeds from the Revolving Facility, the Company repaid $60.4the outstanding Partnership Revolver balance of $100.0 million as well as its outstanding Term Loan for $43.3 million.  As a result, the Company recorded a loss on extinguishment of debt on the Revolving Facility. Consolidated Statements of Operations of $0.7 million for the year ended December 31, 2019, representing a write-off of unamortized debt issuance costs. These debt refinancing activities increased total borrowing capacity by $15.0 million and extended maturities by approximately two years, with no impact on our total debt balance.
As of December 31, 2016,2019, the Revolving Facility had letters of credit outstanding of $30.7$12.2 million and no$143.3 million outstanding balance, leaving $119.3$244.5 million available. During 2019, the Company replaced certain letters of credit totaling $11.5 million with new letters of credit, which no longer reduce the Revolving Facility's available subject to the terms of the Credit Agreement.balance. Commitment fees are based on the unused portion of the Revolving Facility at a rate of 0.350.25 percent.
In February 2017, the Company extended the maturity of the revolver to December 2018 and reduced its Revolver capacity by $25.0 million to $125.0 million.
Borrowings under the Revolving Facility bear interest, at SunCoke Energy’sSunCoke’s option, at either (i) a rate per annum equal to either the adjusted Eurodollar Rate, which currently is the London Interbank Offered Rate (“LIBOR”) plus 2.0 percent or (ii) an alternate base rate (“ABR”) plus an applicable margin or (ii) LIBOR plus an applicable margin.1.0 percent. The applicable marginspread is subject to change based on the Company'sSunCoke's consolidated leverage ratio, as defined in the Credit Agreement.credit agreement. The weighted-average interest rate for borrowings outstanding under the Credit AgreementRevolving Facility was 2.8 percent and 2.33.9 percent during 2016 and 2015, respectively.2019.
There were 0 borrowings under the 2022 Revolving Facility during 2019, 2018 or 2017.
Partnership Revolver
The PartnershipPrior to the Revolver provides total aggregate commitments from lenders of $250.0 million and up to $100.0 million uncommitted incremental revolving capacity. The obligationsRefinancing described above, borrowings under the Partnership Revolver are guaranteed by the Partnership’s subsidiaries and secured by liens on substantially all of the Partnership’s and the guarantors’ assets.
During 2016, the Partnership made net repayments of $10.0 million on the Partnership Revolver. At December 31, 2016, the Partnership Revolver had letters of credit outstanding of $1.4 million and an outstanding balance of $172.0 million, leaving $76.6 million available. Commitment fees are based on the unused portion of the Partnership Revolverbore interest at a rate of 0.40 percent.
The Partnership Revolver borrowings bear interest ateither (i) a variable rate of LIBOR plus 250 basis points or (ii) an alternative base rateABR plus 150 basis points, based on the Partnership's consolidated leverage ratio as defined by the Partnership's credit agreement.points. The spread iswas subject to change based on the Partnership's consolidated leverage ratio, as defined in the credit agreement. The weighted-average interest rate for borrowings under the Partnership Revolver was 3.35.3 percent, 4.8 percent and 2.93.8 percent during 20162019, 2018 and 2015,2017, respectively.
Promissory Note
In connection with the acquisition of CMT in 2015, the Partnership assumed Raven Energy LLC's promissory note with a subsidiary of The Cline Group as the lender. The Promissory Note shall bear interest at a rate of 6.0 percent until August 12, 2018. After August 12, 2018, that rate shall be the LIBOR for the interest period then in effect plus 4.5 percent. The Partnership repaid $1.1 million of the Promissory Note during 2016. The obligations under the Promissory Note are guaranteed by the Partnership.
Partnership Term Loan
The obligations under the Partnership Term Loan are guaranteed by the Partnership’s subsidiaries and secured by liens on substantially all of the Partnership’s and the guarantors’ assets. The Partnership Term Loan bears interest at a variable rate of LIBOR plus 250 basis points or an alternative base rate plus 150 basis points, based on the Partnership's consolidated leverage ratio as defined by the Partnership's credit agreement. The spread is subject to change based on the Partnership's consolidated leverage ratio, as defined in the credit agreement. The weighted-average interest rate for borrowings under the Partnership Term Loan was 3.2 percent and 2.9 percent during 2016 and 2015, respectively.
Partnership Financing Obligation
On July 22, 2016, the Partnership entered into aThe Company's sale-leaseback arrangement of certain coke and coal logistics equipment for total proceeds of $16.2 million. The leaseback agreement has an initial lease period of 60 months with an effective interest rate of 5.82 percent and an early buyout option after 48 months to purchase the equipment at 34.5 percent of the original lease equipment cost. The arrangement is accounted for as a financing transaction, resulting in a financing obligation on the Consolidated Balance Sheets. The Partnership incurred $0.2 million of debt issuance costs and repaid $1.0 million of the financing obligation during 2016. The financing obligation is guaranteed by the Partnership.


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Covenants
Under the terms of the Company's credit agreement,Revolving Facility, the Company is subject to a maximum consolidated leverage ratio of 3.25 to 4.50:1.00 and a minimum consolidated interest coverage ratio of 2.75 to 1.00. Under the terms of the Partnership's credit agreement, the Partnership is subject to a maximum consolidated leverage ratio of 4.50 to 1.00 and a minimum consolidated interest coverage ratio of 2.50 to 2.50:1.00. The Company and Partnership's credit agreementCompany's debt agreements contains other covenants and events of default that are customary for similar agreements and may limit our ability to take various actions including our ability to pay a dividend or repurchase our stock.
Under the terms

74



If we fail to perform our obligations under these and other covenants, the lenders' credit commitment could be terminated and any outstanding borrowings, together with accrued interest, under the Revolving Facility Partnership Revolver, Partnership Term Loan and Promissory Note could be declared immediately due and payable. The PartnershipCompany has a cross default provision that applies to our indebtedness having a principal amount in excess of $20$35 million.
As of December 31, 2016,2019, the Company and the Partnership werewas in compliance with all applicable debt covenants. We do not anticipate violation of these covenants nor do we anticipate that any of these covenants will restrict our operations or our ability to obtain additional financing.
Maturities
As of December 31, 2016,2019, the combined aggregate amount of maturities for long-term borrowings for each of the next five years is as follows:
 (Dollars in millions)
2020$2.9
2021(1)
4.3
2022
2023
2024143.3
2025-Thereafter650.0
Total$800.5

 (Dollars in Millions)
2017$4.9
201813.2
2019273.1
2020480.3
202186.5
2022-Thereafter
Total$858.0
(1)This $4.3 million may be paid in 2020 should the Company choose to exercise its early buyout option on the Financing Obligation.
15.13. Commitments and Contingent Liabilities
Lease obligationsLegal Matters
The Company, as lessee, has noncancelable operating leases for land, office space, equipment and railcars. Total rental expense was $8.7 million, $8.5 million and $7.9 million in 2016, 2015 and 2014, respectively. The aggregate amount of future minimum annual rental payments applicable to noncancelable operating leases is as follows:
 Minimum
Rental
Payments
 (Dollars in millions)
Year ending December 31: 
2017$3.3
20183.1
20192.4
20201.4
20210.9
2022-Thereafter1.3
Total$12.4


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Legal matters
SunCoke Energy is party to an omnibus agreement pursuant to which we will provide indemnification to the Partnership upon the occurrence of certain potential adverse events under certain coke sales agreements, indemnification of certain environmental costs and preferential rights for growth opportunities.
The United States Environmental Protection Agency (the “EPA”)EPA issued Notices of Violations (“NOVs”) for our Haverhill and Granite City cokemaking facilities which stemmed from alleged violations of our air emission operating permits for these facilities. We are workingworked in a cooperative manner with the EPA, the Ohio Environmental Protection Agency and the Illinois Environmental Protection Agency to address the allegations and have entered into a consent decree in federal district court in the Southern District of Illinois (the “Court”) with these parties. The consent decree includesincluded a $2.2 million civil penalty payment, which was paid in December 2014, as well as capital projects underway to improve the reliability of the energy recovery systems and enhance environmental performance at the Haverhill and Granite City facilities. In the third quarter of 2018, the Court entered an amendment to the consent decree, which provided the Haverhill and Granite City facilities with additional time to perform necessary maintenance on the flue gas desulfurization systems without exceeding consent decree limits. The emissions associated with this maintenance will be mitigated in accordance with the amendment, and there are no civil penalty payments associated with this amendment performance. The project at Haverhill was completed in 2016. The project at Granite City was due to be completed in February 2019, but was instead completed in June 2019, and the Company is in discussions with the government entities regarding, among other things, the timing thereof. We anticipate spending approximately $140 million to $145spent $151.5 million related to these environmental projects of which we have spent approximately $93 million to date. The remaining capital is expected to be spent through the first quarter of 2019. A portion of the proceeds from the Partnership Offering, the Haverhill and Middletown Dropdown and the Granite City Dropdown are expected to be used to fund $119 million of these environmental remediation projects.since work began in 2012.
SunCoke Energy has also received NOVs, Findings of Violations ("FOVs"(“FOVs”), and information requests from the EPA related to our Indiana Harbor cokemaking facility, which allege violations of certain air operating permit conditions for this facility. The Clean Air Act (the "CAA"“CAA”) provides the EPA with the authority to issue, among other actions, an Orderorder to enforce a State Implementation Plan ("SIP"(“SIP”) 30 days after an NOV. The CAA also authorizes EPA enforcement of other non-SIP requirements immediately after an FOV. Generally, an NOV applies to SIPs and requires the EPA to wait 30 days, while an FOV applies to all other provisions (such as federal regulations) of the CAA, and has no waiting period. The NOVs and/or FOVs were received in 2010, 2012, 2013, 2015 and 2016. After initial discussions with the EPA and the Indiana Department of Environmental Management (“IDEM”) in 2010, resolution of the NOVs/NOVs and FOVs was postponed by mutual agreement because of ongoing discussions regarding the NOVs at Haverhill and Granite City. In January 2012, the Company began working in a cooperative manner to address the allegations with the EPA, the IDEM and Cokenergy, Inc.LLC., an independent power producer that owns and operates an energy facility, including heat recovery equipment and a flue gas desulfurization system, that processes hot flue gas from our Indiana Harbor facility to produce steam and electricity and to reduce the sulfur and particulate content of such flue gas.


75



The EPA, IDEM, SunCoke Energy and Cokenergy, Inc haveLLC met regularly since those discussions commenced and will continue to meet regularly in 2017 to attempt to work outreach a settlement of the NOVs and FOVS.FOVs. Capital projects arewere underway during this time to address items that maywould be requiredincluded in conjunction with a settlement. A consent decree among the parties was entered by the federal district court in the Northern District of Indiana during the fourth quarter of 2018. The settlement includes a $2.5 million civil penalty that was paid in the fourth quarter of 2018. Further, the NOVs/FOVs. Any such settlement likely will require paymentconsists of a penalty for alleged past violations as well as undertaking capital projects that were completed during the fourth quarter of 2019 to achieve compliance, and possibly enhanceimprove reliability and environmental performance of our Indiana Harborthe coke ovens at the facility. The settlement of most NOVs and FOVs typically involves first agreeing on injunctive relief and then agreeing on any appropriate penalty in light of the violations and the scope and cost of any injunctive relief.
Over the past several years, EPA, IDEM, SunCoke Energy and Cokenergy, Inc. have focused on the nature and extent of any injunctive relief to settle the NOVs/FOVs. Despite the negotiations, the scope and cost of any such injunctive relief remains uncertain, including any part of such injunctive relief that would be performed by SunCoke Energy. Likewise, any discussions about the amount of any civil penalties that SunCoke Energy would be willing to pay in settlement of these claims in uncertain. As a result, SunCoke Energy cannot yet assess the scope or cost of any injunctive relief or potential monetary penalty. Moreover, the Company believes that it has meritorious defenses to many of the claims and that a failure to reach a settlement with the EPA regarding the NOVs and FOVs may lead to litigation in which rulings in the Company's favor on some or all of the allegations are possible. For these reasons, the Company is unable to reliably estimate a range of probable or reasonably possible loss.
The Company is a party to certain other pending and threatened claims, 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. Although the ultimate outcome of these claims cannot be ascertained at this time, it is reasonably possible that some portion of these claims could be resolved unfavorably to the Company. Management of the Company believes that any liability which may arise from these claims would not have a material adverse impact on our consolidated financial statements.


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Black Lung Benefit Liabilities
The Company has obligations related to coal workers’ pneumoconiosis, or black lung, benefits to certain of our former coal miners and their dependents. Such benefits are provided for under Title IV of the Federal Coal Mine and Safety Act of 1969 and subsequent amendments, as well as for black lung benefits provided in the states of Virginia, Kentucky and West Virginia pursuant to workers’ compensation legislation. The Patient Protection and Affordable Care Act (“PPACA”), which was implemented in 2010, amended previous legislation related to coal workers’ black lung obligations. PPACA provides for the automatic extension of awarded lifetime benefits to surviving spouses and changes the legal criteria used to assess and award claims. We act as a self-insurer for both state and federal black lung benefits and adjust our liability each year based upon actuarial calculations of our expected future payments for these benefits.     
Our independent actuarial consultants annually calculate the present value of the estimated black lung liability annually based on actuarial models utilizing our population of former coal mining employees,miners, historical payout patterns of both the Company and the industry, actuarial mortality rates, disability incidence, medical costs, death benefits, dependents, discount rates and the current federally mandated payout rates. The estimated liability may be impacted by future changes in the statutory mechanisms, modifications by court decisions and changes in filing patterns driven by perceptions of success by claimants and their advisors, the impact of which cannot be estimated.     
The following table summarizes discount rates utilized, active claims and the total estimated black lung liability:
liabilities:
 December 31,
 2016 2015
Discount rate (percent)(1)
3.7% 3.9%
Active claims349
 323
Estimated black lung liability (dollars in millions)(2)
$50.2
 $49.9
 December 31,
 2019 2018
Discount rate(1)
2.9% 4.0%
Active claims324
 345
Total black lung liability (dollars in millions)(2)
$55.1
 $49.4
(1) The discount rate is determined based on a portfolio of high-quality corporate bonds with maturities that are consistent with the estimated duration of our black lung obligations. A 0.25 percent decrease of 25 basis points in the discount rate would have increased coal workers' black lung expense by $1.2$1.3 million in 2016.2019.
(2) The current portion of the black lung liability was $4.8$4.6 million and $5.2$4.5 million at December 31, 20162019 and 2015,2018, respectively, and was included in accrued liabilities on the Consolidated Balance Sheet.Sheets.
The following table summarizes annual black lung payments and expense:
 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Payments$5.2
 $6.3
 $7.4
Expense$10.9
 $5.4
 $7.5



76
 Years Ended December 31,
 2016 2015 2014
 (dollars in millions)
Payments$7.8
 $3.8
 $2.8
Expense$8.1
 $9.8
 $14.3

16. Restructuring
Corporate
In 2016, 2015
14. Leases
The Company leases land, office space, equipment, railcars and 2014, we reducedlocomotives. Arrangements are assessed at inception to determine if a lease exists and, with the workforceadoption of ASC 842, “Leases,” right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of lease payments over the lease term. Because the Company’s leases do not provide an implicit rate of return, the Company uses its incremental borrowing rate at the inception of a lease to calculate the present value of lease payments. The Company has elected to apply the short-term lease exception for all asset classes, therefore, excluding all leases with a term of less than 12 months from the balance sheet, and will recognize the lease payments in our corporate office and incurred total charges of $0.3 million, $4.1 million and $1.4 million, respectively, in Corporate and Other.the period they are incurred. Additionally, the Company also recorded restructuring charges relatinghas elected to the termination of the corporate airplaneaccount for lease and in connectionnonlease components of an arrangement, such as assets and services, as a single lease component for all asset classes.
Certain of our long-term leases include one or more options to renew or to terminate, with renewal terms that can extend the relocationlease term from one month to 50 years. The impact of the Company's corporate headquarters from Knoxville, Tennessee to Lisle, Illinois of $0.5 million and $0.7 million in 2016 and 2014, respectively.
Employee-related costs and contractlease renewals or terminations are included in selling, generalthe expected lease term to the extent the Company is reasonably certain to exercise the renewal or termination. The Company's finance leases are immaterial to our consolidated financial statements.
    The components of lease expense were as follows:
  Year ended December 31, 2019
 (Dollars in millions)
Operating leases:  
Cost of products sold and operating expenses $1.9
Selling, general and administrative expenses 0.5
  $2.4
Short-term leases:  
Cost of products sold and operating expenses(1)(2)
 9.3
Total lease expense $11.7
(1)Includes expenses for month-to-month equipment leases, which are classified as short-term as the Company is not reasonably certain to renew the lease term beyond one month.
(2)Includes variable lease expenses, which are immaterial to the consolidated financial statements.
Supplemental balance sheet information related to leases was as follows:
 Financial Statement Classification December 31, 2019
   (Dollars in millions)
Operating ROU assetsDeferred charges and other assets $12.4
    
Operating lease liabilities:   
Current operating lease liabilitiesAccrued liabilities $1.9
Noncurrent operating lease liabilitiesOther deferred credits and liabilities 9.8
Total operating lease liabilities  $11.7

The weighted average remaining lease term and administrative expenses on the Consolidated Statements of Operations.

weighted average discount rate were as follows:

December 31, 2019
Weighted average remaining lease term of operating leases7.9 years
Weighted average discount rate of operating leases4.8%

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77




The following table presents accrued corporate restructuring andSupplemental cash flow information related activityto leases was as follows:
 Year Ended December 31, 2019
 (Dollars in millions)
Operating cash flow information: 
Cash paid for amounts included in the measurement of operating lease liabilities$3.9
Non-cash activity: 
ROU assets obtained in exchange for new operating lease liabilities$7.9

Maturities of operating lease liabilities as of December 31, 2019 are as follows:
 (Dollars in millions)
Year ending December 31: 
2020$2.3
20212.2
20221.7
20231.3
20241.3
2025-Thereafter5.3
Total lease payments14.1
Less: imputed interest2.4
Total lease liabilities$11.7

Leases prior to the adoption of ASC 842, "Leases"
The aggregate amount of future minimum annual rental payments applicable to noncancelable leases as of December 31, 2018 were as follows:
 Minimum
Rental
Payments
 (Dollars in millions)
Year ending December 31: 
2019$2.0
20201.1
20211.0
20220.5
20230.1
2024-Thereafter0.7
Total$5.4

Total rental expense for all operating leases was $9.8 million and $7.3 million in 2018 and 2017, respectively.
Prior to the adoption of ASC 842, "Leases," certain contracts to sell coke were deemed to contain a lease. The lease component of the price of coke represented the rental payment for the use of the property, plant and equipment. The total amount of revenue recognized by the Company for these rentals represented less than 10 percent of consolidated sales and was included in other operating revenues for each of the years ended December 31, 20162018 and 2015:
2017. Upon adoption of ASC 842, "Leases," in 2019, these long-term contracts to sell coke were no longer deemed to contain operating leases.
 Employee-
Related
Costs
 Contract
Terminations
 Total
 (Dollars in millions)
Balance at December 31, 2014$0.5
 $1.4
 $1.9
Charges4.1
 
 4.1
Cash payments(0.7) (1.4) (2.1)
Balance at December 31, 2015$3.9
 $
 $3.9
Charges0.3
 0.5
 0.8
Cash payments(3.5) 
 (3.5)
Balance at December 31, 2016$0.7
 $0.5
 $1.2
The corporate restructuring balance at December 31, 2016 relates to severance and contract terminations, and we expect it will all be paid in 2017.
Coal Mining
In connection with the 2014 restructuring of the Coal Mining business the Company recorded $12.5 million of employee-related restructuring costs and $6.0 million in contract termination costs within the Coal Mining segment. During 2015, the Company reduced the severance accrual by $2.3 million as a result of changes in estimates, including the relocation of certain coal employees to other areas of the business, the savings of which are included in selling, general and administrative expenses on the Consolidated Statements of Operations. During 2016, with the disposition of the coal mining business, the Company recorded an additional $0.2 million of employee-related restructuring costs.
The following table presents accrued restructuring and related activity for Coal Mining operations as of and for the years ended December 31, 2016, 2015 and 2014:
 Employee-
Related
Costs
 (Dollars in millions)
Balance at December 31, 2014$12.5
Changes in estimates(2.3)
Cash payments(9.4)
Balance at December 31, 2015$0.8
Charges0.2
Cash payments(1.0)
Balance at December 31, 2016$




9778




17.15. Accumulated Other Comprehensive Loss
The following tables set forth the changes in the balance of accumulated other comprehensive loss, net of tax, by component:
  Benefit Plans Currency Translation Adjustments Total
  (Dollars in millions)
At December 31, 2017 $(6.5) $(14.7) $(21.2)
Other comprehensive loss before reclassifications / adjustments 
 (1.4) (1.4)
Amounts reclassified from accumulated other comprehensive loss (0.1) 
 (0.1)
Retirement benefit plans funded status adjustment 0.6
 
 0.6
Recognition of accumulated currency translation loss upon sale of equity method investment(1)
 
 9.0
 9.0
Net current period change in accumulated other comprehensive loss 0.5
 7.6
 8.1
At December 31, 2018 $(6.0) $(7.1) $(13.1)
Other comprehensive loss before reclassifications / adjustments 
 (0.6) (0.6)
Retirement benefit plans funded status adjustment (0.7) 
 (0.7)
Net current period change in accumulated other comprehensive loss (0.7) (0.6) (1.3)
At December 31, 2019 $(6.7) $(7.7) $(14.4)

  Benefit Plans Currency Translation Adjustments Total
  (Dollars in millions)
At December 31, 2014 $(9.4) $(12.1) $(21.5)
Other comprehensive loss before reclassifications 
 (3.1) (3.1)
Amounts reclassified from accumulated other comprehensive income 5.2
 
 5.2
Retirement benefit plans funded status adjustment (0.4) 
 (0.4)
Net current period other comprehensive loss 4.8
 (3.1) 1.7
At December 31, 2015 $(4.6) $(15.2) $(19.8)
Other comprehensive loss before reclassifications 
 1.0
 1.0
Retirement benefit plans funded status adjustment (0.2) 
 (0.2)
Net current period other comprehensive loss (0.2) 1.0
 0.8
At December 31, 2016 $(4.8) $(14.2) $(19.0)
(1)These accumulated currency translation losses were recognized into income as a result of the sale of our equity method investment in VISA SunCoke.
The tax benefit associated with the Company's benefit plans as of December 31, 20162019 and 20152018 was $2.7$2.1 million and $2.9$1.8 million, respectively.
The Company's accumulated other comprehensive loss balance includes $9.0 million from currency translation adjustments of the investment in VISA SunCoke, which remains until the cumulative investment balance is no longer negative or the investment is disposed. The balance would be reclassified to earnings if the investment is disposed of by the Company.
The impactincrease (decrease) on net income ofdue to reclassification adjustments from accumulated other comprehensive (income) lossincome were as follows:follows(1):
  December 31,
 2016 2015 2014
 (Dollars in millions)
Amortization of benefit plans to net income:      
Actuarial loss (0.7) (1.3) (1.4)
Prior service benefit 0.7
 1.2
 5.6
Curtailment gain 
 4.1
 2.5
Settlement loss 
 (12.6) 
Total before taxes 
 (8.6) 6.7
Income tax cost (benefit) 
 3.4
 (2.7)
Total, net of tax $
 $(5.2) $4.0
  December 31,
 2019 2018 2017
 (Dollars in millions)
Recognition of accumulated currency translation loss upon sale of equity method investment $
 $(9.0) $
Amortization of benefit plans to net income:(2)
      
Actuarial loss $(0.6) $(0.6) $(0.9)
Prior service benefit 0.6
 0.7
 0.7
Total, net of tax(3)
 $
 $(8.9) $(0.2)
(1)Amounts in parentheses indicate debits to net income.
(2)These accumulated other comprehensive (income) loss components are included in the computation of postretirement benefit plan expense (benefit) and included in interest expense, net on the Consolidated Statements of Operations. See Note 10.
(3)The related tax cost (benefit) was immaterial for all years presented.
18.16. Share-Based Compensation
Equity Classified Awards
Effective July 13, 2011, SunCoke Energy’s Board of Directors approved theThe SunCoke Energy, Inc. Long-Term Performance Enhancement Plan (“SunCoke LTPEP”). The SunCoke LTPEP provides for the grant of equity-based awards including stock options and share units, or restricted stock, to the Company’s directors, officers, and other employees, advisors, and consultants who are selected by the plan committee for participation in the SunCoke LTPEP.  All awards vest immediately upon a change in control and a qualifying termination of employment as defined by the SunCoke LTPEP. The plan authorizes the issuance of (i) 1,600,000 shares of SunCoke Energy common stock issuable upon


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the adjustment of Sunoco, Inc. equity awards in connection with the Separation and Distribution Agreement between Sunoco, Inc. and SunCoke and (ii) up to 7,500,000 shares, which reflects the 6,000,000 shares initially authorized under the Plan and an additional 1,500,000 shares to be issued under the Plan pursuant to an amendment effective February 14, 2018, of SunCoke Energy, Inc. common stock pursuant to new awards under the SunCoke LTPEP.


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The Company measures the cost of employee services in exchange for an award of equity instruments based on the grant-date fair value of the award. The performance metrics of equity awards are remeasured on a quarterly basis for updates to the probability of achievement. The market metrics of equity awards are not remeasured. The total compensation cost is reduced for estimated forfeitures over the awards’ vesting period and the cost is recognized ratably over the requisite service period. The estimated forfeiture rate is analyzed on an annual basis and may be revised in subsequent periods if the actual forfeiture rate differs significantly.Award forfeitures are accounted for as they occur.
Stock Options
The Company granted the following stock options during the years ended December 31, 2016, 20152019, 2018 and 2014,2017, with an exercise price equal to the closing price of our common stock on the date of grant.grant:
   Weighted Average Per Share
 No. of Shares Exercise Price Weighted Average Grant Date Fair Value
Traditional stock options:     
2019 grant267,897
 $9.87
 $4.09
2018 grant78,447
 $10.49
 $5.38
2017 grant157,196
 $10.29
 $5.32
Performance based options:     
2017 grant(1)
80,595
 $9.85
 $5.17

   Weighted Average Per Share
 No. of Shares Exercise Price Weighted Average Grant Date Fair Value
Traditional stock options:     
2016 February grant95,001
 $3.80
 $1.71
2016 March grant90,925
 $6.03
 $2.78
2015 grant593,976
 $16.33
 $4.87
2014 grant407,075
 $22.30
 $7.86
Performance based options:     
2016 February grant58,448
 $3.80
 $1.06
2016 March grant90,925
 $6.03
 $2.42
(1) In order to become exercisable, the performance based options required the closing price of the Company's common stock to reach or exceed $14.78 per share for the 2017 grants for any 15 trading days during the three-year period beginning on the grant date. As this was not achieved, these performance based options were forfeited in 2020.
The stock options vest in three equal annual installments beginning one year from the date of grant. In order to become exercisable, the performance based options also require the closing price of the Company's common stock to reach or exceed $9.50 for any 15 trading days during the three-year period beginning on the grant date, which was met during 2016. The stock options expire ten years from the date of grant.
The Company calculates the value of each employee stock option, estimated on the date of grant, using the Black-Scholes option pricing model with a Monte Carlo simulation for the performance based options. The weighted-average fair value of employee stock options granted during the years ended December 31, 2016, 20152019, 2018 and 20142017 was based on using the following weighted-average assumptions:
 Years Ended December 31,
 2019 2018 2017
Risk free interest rate2% 3% 2%
Expected term6 years
 6 years
 6 years
Volatility53% 52% 53%
Dividend yield2% % %
 Years Ended December 31,
 2016 2015 2014
Risk free interest rate1.25% 1.66% 1.57%
Expected term5 years
 5 years
 5 years
Volatility52% 36% 38%
Dividend yield% 1.64% %

The risk-free interest rate assumption is based on the U.S. Treasury yield curve at the date of grant for periods which approximate the expected life of the option. The expected term of the employee options represent the average contractual term adjusted by the average vesting period of each option tranche. We based our expected volatility on our historical volatility over our entire available trading history. The dividend yield assumption is based on the Company’s expectation of dividend payouts at the time of grant.




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The following table summarizes information with respect to common stock option awards outstanding as of December 31, 20162019 and stock option activity during the fiscal year then ended:
 Number of
Options
 Weighted
Average
Exercise Price
 Weighted Average Remaining Contractual Term (years) Aggregate
Intrinsic Value (millions)
Outstanding at December 31, 20182,885,788
 $15.46
 4.8 $2.1
Granted267,897
 $9.87
    
Exercised
 $
    
Forfeited(16,854) $16.29
    
Outstanding at December 31, 20193,136,831
 $15.02
 4.3 $0.3
Exercisable at December 31, 20192,742,311
 $15.70
 3.4 $0.3
Expected to vest at December 31, 2019394,520
 $10.00
 8.6 $

 Number of
Options
 Weighted
Average
Exercise Price
 Weighted Average Remaining Contractual Term (years) Aggregate
Intrinsic Value (millions)
Outstanding at December 31, 20152,702,605
 $17.07
 6.8 $
Granted335,299
 $2.08
    
Exercised
 $
   $
Forfeited(114,236) $18.08
    
Outstanding at December 31, 20162,923,668
 $15.69
 6.3 $2.2
Exercisable at December 31, 20162,212,502
 $16.65
 5.5 $0.3
Expected to vest at December 31, 2016711,166
 $12.70
 8.4 $1.8
Intrinsic value for stock options is defined as the difference between the current market value of our common stock and the exercise price of the stock options. Total intrinsic value of stock options exercised during 20152018 and 20142017 was $0.1$0.8 million and $0.9$0.3 million, respectively. NoThere were 0 stock options were exercised during 2016.2019.
Restricted Stock Units
DuringThe Company granted the following restricted stock units ("RSUs") during the years ended December 31, 20152019, 2018 and 2014, the Company issued a total of 297,514 and 236,844 stock-settled restricted stock units (“RSUs”) to certain employees for shares of the Company’s common stock, respectively. No RSUs were granted during 2016. The weighted average grant date fair value was $14.51 and $22.06, in 2015 and 2014, respectively. 2017:
 Shares Weighted Average Grant-Date Fair Value Grant Date Fair Value
     (Dollars in millions)
2019 grants136,425
 $9.87
 $1.3
2018 grants32,128
 $10.49
 $0.3
2017 grants22,628
 $9.85
 $0.2

The RSUs vest in three3 annual installments beginning one year from the date of grant. All awards vest immediately upon a change in control as defined by the SunCoke LTPEP.
The following table summarizes information with respect to RSUs outstanding as of December 31, 20162019 and RSU activity during the fiscal year then ended:
 Number of
RSUs
 Weighted
Average Grant-
Date Fair Value
Nonvested at December 31, 201847,213
 $10.29
Granted136,425
 $9.87
Vested(18,254) $10.23
Forfeited
 $
Nonvested at December 31, 2019165,384
 $9.95
 Number of
RSUs
 Weighted
Average Grant-
Date Fair Value
Nonvested at December 31, 2015484,124
 16.48
Granted
 
Vested(221,498) 16.78
Forfeited(37,686) 16.22
Nonvested at December 31, 2016224,940
 16.18

Total grant date fair value of RSUs vested was $3.7$0.2 million, $4.6$1.2 million and $2.9$2.3 million during 2016, 20152019, 2018 and 2014,2017, respectively.
Performance Share Units
The Company granted the followinggrants performance share units ("PSUs"), which represent the right to receive shares of the Company's common stock, contingent upon the attainment of Company performance and market goals and continued employment,employment.


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The Company granted the following PSUs during the years ended December 31, 2016, 20152019, 2018 and 2014 that vest2017:
 Shares Fair Value per Share Grant Date Fair Value
     (Dollars in millions)
2019 grant(1)
227,378
 $10.79
 $2.5
2018 grant(1)
96,389
 $11.36
 $1.1
2017 grant(2)
385,758
 $11.61
 $4.5

(1) The service period for the 2019 and 2018 PSUs ends on December 31, 2018,2021 and 2020, and the awards will vest during the first quarter of 2022 and 2021, respectively.
(2) The Company granted 237,610 PSUs in February 2017, for which the service period will end on December 31, 2019, and 2016, respectively:148,148 PSUs in December 2017, for which the service period will end on December 31, 2020. These awards will vest during the first quarter of 2020 and 2021, respectively.
 
ROIC Portion(1)
 
TSR Portion(2)
 Total
 Shares Fair Value per Share Shares Fair Value per Share Grant Date Fair Value
         (Dollars in millions)
2016 February grant105,210
 $5.66
 105,210
 $5.81
 $1.2
2016 March grant(3)
67,167
 $10.51
 201,500
 $6.35
 $2.0
2015 grant67,135
 $16.90
 67,136
 $18.27
 $2.4
2014 grant42,367
 $22.30
 42,367
 $29.89
 $2.2


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(1)The number of PSUs that ultimately vest will be determined by the Company's three year average pre-tax return on capital for the Company's coke and coal logistics businesses. Additionally, only applicable to the 2016 grants, if at any time during the vesting period the closing price of the Company's common stock equals or exceeds $9.00 per share for any 15 trading days, which was met during 2016, the pre-tax return on capital portion of the award, as adjusted, will be multiplied by two.
(2)The number of PSUs that ultimately vest will be determined by the Company's three yearThe PSU grants were split 50/50 between the Company's three-year cumulative Adjusted EBITDA performance measure and the Company's three-year average pre-tax return on capital ("ROIC") performance measure for its coke and logistics businesses and unallocated corporate expenses. The number of PSU's ultimately awarded will be determined by the Adjusted EBITDA and ROIC performance versus targets and the Company's three-year total shareholder return ("TSR") as compared to the TSR of the companies making up the S&P 600.
(3)The final vesting value of the TSR portion of this award cannot exceed $4.9 million.
Each portion of the companies making up the Nasdaq Iron & Steel Index ("TSR Modifier"). The TSR Modifier can impact the payout (between 50 percent and 150 percent of the 2017 award and between 25 percent and 125 percent of the 2018 and 2019 awards) of the Company's final performance measure results. The award may vest between zero0 and 200250 percent of the original units granted. The fair value of the PSUs granted areis based on the closing price of our common stock on the date of grant as well as a Monte Carlo simulation for the portionvaluation of the award subject to a market condition.TSR Modifier.     
The following table summarizes information with respect to unearned PSUs outstanding as of December 31, 20162019 and PSU activity during the fiscal year then ended:
 Number of
PSUs
 Weighted
Average Grant-
Date Fair Value
Nonvested at December 31, 2018752,375
 $8.86
Granted227,378
 $10.79
Performance adjustments105,651
 4.83
Vested(495,181) $4.83
Forfeited(14,860) $10.90
Nonvested at December 31, 2019575,363
 $11.20
 Number of
PSUs
 Weighted
Average Grant-
Date Fair Value
Nonvested at December 31, 2015254,652
 20.14
Granted479,086
 6.66
Vested(17,178) 16.55
Forfeited(49,847) 20.59
Nonvested at December 31, 2016666,713
 10.51

Liability Classified Awards
Restricted Stock Units Settled in Cash
During the yearyears ended December 31, 2016,2019, 2018 and 2017, the Company issued 198,668147,851, 108,522 and 98,364 restricted stock units to be settled in cash ("Cash RSUs"), respectively, which vest in three3 annual installments beginning one year from the grant date. The weighted average grant date fair value of the Cash RSUs granted during the yearyears ended December 31, 20162019, 2018 and 2017, was $3.82$9.66, $10.71 and $9.82, respectively, and was based on the closing price of our common stock on the day of grant. The Cash RSU liability at December 31, 20162019 was adjusted based on the closing price of our common stock on December 31, 20162019 of $11.34$6.23 per share. The Cash RSU liability at December 31, 20162019 was not material.
Cash Incentive Award
The Company also granted share-based compensation to eligible participants under the SunCoke Energy, Inc. Long-Term Cash Incentive Plan ("SunCoke LTCIP"), which became effective January 1, 2016. The SunCoke LTCIP is designed to provide for performance-based, cash-settled awards. All awards vest immediately upon a change in control and a qualifying termination of employment as defined by the SunCoke LTCIP.
The Company issued a grant date fair value award of $0.9$0.6 million, $1.0 million and $0.7 million during the yearyears ended December 31, 2016 that vests2019, 2018 and 2017, respectively, for which the service periods end on December 31, 2018.2022, 2021 and 2020, respectively, and the awards will vests during the first quarter of 2023, 2022 and 2021, respectively. The ultimate award value will be adjusted based uponawards are


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split 50/50 between the Company's 3 cumulative Adjusted EBITDA performance and the Company's three-year average pre-tax return on capital performance measure for the Company'sits coke and coal logistics businesses and if at any time duringunallocated corporate expense, consistent with the vesting period the closing price of the Company's common stock equals or exceeds $9.00 per sharePSU awards. See above for any 15 trading days, which was met in 2016, the award, as adjusted, will be multiplied by two, but will be capped at 200 percent of the target award.details.
The cash incentive award liability at December 31, 20162019 was adjusted based on the Company's adjusted three year average pre-tax return on capital forcurrent performance related to the Company's coke and coal logistics businesses. The adjusted award balance was multiplied by two since the Company's common stock exceeded $9.00 per share for 15 trading days during the vesting period.above awards. The cash incentive award liability at December 31, 20162019 was not material.


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Summary of Share-Based Compensation Expense
Below is a summary of the compensation expense, unrecognized compensation costs, the period for which the unrecognized compensation cost is expected to be recognized over and the estimated forfeiture rate for each award:
Years ended December 31,    Years Ended December 31,   
2016 2015 2014 2016 2015 2014 December 31, 20162019 2018 2017 2019 2018 2017 December 31, 2019
Compensation Expense(1)
 Net of tax Unrecognized Compensation Cost Recognition Period 
Forfeiture Rate(2)
Compensation Expense(1)
 Net of tax Unrecognized Compensation Cost Recognition Period
(Dollars in millions) (Dollars in millions) (Years) (Percent)(Dollars in millions) (Dollars in millions) (Years)
Equity Awards:                             
Stock Options$2.1
 $2.5
 $4.7
 $1.3
 $1.6
 $3.0
 $0.8
 0.9 16%$1.1
 $0.5
 $1.3
 $0.9
 $0.4
 $0.8
 $0.5
 1.2
RSUs2.6
 4.2
 3.9
 1.7
 2.7
 2.5
 $1.2
 1.1 18%1.0
 0.4
 1.1
 0.9
 0.3
 0.7
 $0.5
 1.2
PSUs1.4
 0.5
 1.2
 0.9
 0.3
 0.7
 $1.9
 2.0 
2.2
 1.9
 1.9
 1.8
 1.7
 1.2
 $2.4
 1.5
Total equity awards$6.1
 $7.2
 $9.8
 $3.9
 $4.6
 $6.2
    $4.3
 $2.8
 $4.3
 $3.6
 $2.4
 $2.7
   
Liability Awards:                             
Cash RSUs$0.7
 $
 $
 $0.5
 $
 $
 $1.1
 2.2 18%$0.9
 $0.8
 $1.0
 $0.7
 $0.6
 $0.6
 $0.5
 1.6
Cash incentive award0.1
 
 
 0.1
 
 
 $0.2
 2.0 16%0.4
 0.9
 0.2
 0.3
 0.7
 0.1
 $0.5
 1.4
Total liability awards$0.8
 $
 $
 $0.6
 $
 $
    $1.3
 $1.7
 $1.2
 $1.0
 $1.3
 $0.7
   
(1)Compensation expense is recognized by the Company in selling, general and administrative expenses on the Consolidated Statements of Operations.
(2)Excludes awards issued to certain executive employees, which were estimated at a zero percent forfeiture rate.
The Company issued $0.4$0.2 million, $0.3 million, and $0.5 million of share-based compensation to the Company's Board of Directors during the yearyears ended December 31, 2016. The share-based compensation issued to the Company's Board of Directors was not material during the year ended December 31, 20152019, 2018 and 2014.2017, respectively.
19.17. Earnings perPer Share
Basic earnings per share (“EPS”) has been computed by dividing net (loss) income (loss) available to SunCoke Energy, Inc. by the weighted average number of shares outstanding during the period. Except where the result would be anti-dilutive, diluted earnings per share has been computed to give effect to share-based compensation awards using the treasury stock method.
The following table sets forth the reconciliation of the weighted-average number of common shares used to compute basic earnings per share to those used to compute diluted EPS:
 Years Ended December 31,
 2019 2018 2017
 (Shares in millions)
Weighted-average number of common shares outstanding-basic76.8
 64.7
 64.3
Add: effect of dilutive share-based compensation awards
 0.8
 0.9
Weighted-average number of shares-diluted76.8
 65.5
 65.2

 Years Ended December 31,
 2016 2015 2014
 (Shares in millions)
Weighted-average number of common shares outstanding-basic64.2
 65.0
 68.8
Add: effect of dilutive share-based compensation awards0.2
 
 
Weighted-average number of shares-diluted64.4
 65.0
 68.8
For the years ended December 31, 2016, 2015 and 2014, diluted earnings per share was calculated to give effect to share-based compensation awards granted using the treasury stock method.




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The following table shows stock options, restricted stock units, and performance stock units that are excluded from the computation of diluted earnings per share as the shares would have been anti-dilutive:
 Years Ended December 31,
 2019 2018 2017
 (Shares in millions)
Stock options3.0
 2.7
 2.9
Restricted stock units0.1
 
 
Performance stock units0.4
 0.1
 0.1
Total3.5
 2.8
 3.0
 Years Ended December 31,
 2016 2015 2014
 (Shares in millions)
Stock options3.0
 2.9
 2.7
Restricted stock units0.2
 0.5
 0.5
Performance stock units0.2
 
 0.1
Total3.4
 3.4
 3.3

20.18. Fair Value Measurements
The Company measures certain financial and non-financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Fair value disclosures are reflected in a three-level hierarchy, maximizing the use of observable inputs and minimizing the use of unobservable inputs.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
Level 2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Cash Equivalents
Certain assets and liabilities are measured at fair value on a recurring basis. The Company’s cash equivalents, which amounted to $4.4$5.1 million and $15.4$3.2 million at December 31, 20162019 and 2015,2018, respectively, were measured at fair value based on quoted prices in active markets for identical assets. These inputs are classified as Level 1 within the valuation hierarchy.
CMT Contingent Consideration
In connection with the CMT acquisition, the PartnershipCompany entered into a contingent consideration arrangement that runs through 2022 and requires the Partnershipus to make future payments to The Cline Group based on future volume over a specified threshold, price and contract renewals. The fair value of the contingent consideration was estimated based on a probability-weighted analysis using significant inputs that are not observable in the market, or Level 3 inputs. Key assumptions included probability adjusted levels of coal handling services provided by CMT, anticipated price per ton on future sales and probability of contract renewal, including length of future contracts, volume commitment, and anticipated price per ton. Due to a change in market and customer conditions further described in Note 8, we decreased our forecasted projections, which were classified as Level 3 inputs. The decrease in forecasted projections, as well as a payment made in 2019, resulted in a reduction of the contingent consideration liability, primarily included in other deferred credits and liabilities on the Consolidated Balance Sheets, to 0 at December 31, 2019 from $5.0 million at December 31, 2018.
During 2018, CMT achieved record volumes and the Company increased CMT’s throughput volume projections in future periods for certain customers due to favorable coal prices, which were expected to increase export volume through CMT. The combined impact of the strong 2018 volumes and improved volume projections resulted in an increase of $2.5 million to the fair value of the contingent consideration at December 31, 2016 and 2015 was $4.2 million and $7.9 million, respectively, and was included in other deferred charges and liabilities onbalance. During 2017, as a result of adverse mining conditions faced by one of our thermal coal customers, as well as fluctuating export coal pricing, the Consolidated Balance Sheets. During 2016, the Partnership recorded an adjustment to the acquisition date fair value ofCompany lowered CMT's throughput volume, which reduced the contingent consideration liability which increased the liability and goodwillbalance by $6.4$1.7 million. Also, during 2016, the Partnership amended the contingent consideration terms with
The Cline Group. These amended terms and subsequentchanges in fair value adjustmentsdiscussed above were recorded to the contingent consideration decreased costs of products sold and operating expenses on the Consolidated StatementStatements of Operations by $10.1 million during the year ended December 31, 2016.2019, 2018 and 2017.




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Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment).
Coal Mining Impairment
During 2014, as a result of weakening coal markets, the Company valued its coal mining assets at fair value less costs to sell under held for sale presentation. This resulted in impairment charges of $150.3 million, $92.2 million, net of tax, during 2014. The fair value was estimated utilizing a market approach, which was considered Level 2 in the fair value hierarchy. The coal mining business was subsequently divested in April 2016. See Note 5 for further details on divestiture.
India Equity Method Investment Valuation
As a result of sustained depressed market conditions, the Company recorded other-than-temporary impairment charges of the joint venture investment in the Company's India reportable segment of $19.4 million and $30.5 million in 2015 and 2014, respectively. These charges were recorded in loss from equity method investment on the Consolidated Statement of Operations and resulted in an investment balance of zero. Consequently, beginning in the fourth quarter of 2015, we no longer include the results of our share of VISA SunCoke in our consolidated financial statements. In accordance with GAAP, our share of future earnings of the joint venture will only be included in our results once the cumulative investment balance is no longer negative. The Company has no plans to make further capital contributions to this investment.
The estimated discounted cash flows in both 2014 and in 2015 utilized inputs considered to be Level 3 in the fair value hierarchy. Key assumptions in the 2014 discounted cash flow analysis included the timing and extent of future improvements in the Indian market and gross margin of $4 per ton to $24 per ton and a discount rate of 13.5 percent. Key assumptions in the 2015 discounted cash flow analysis included a 13.5 percent discount rate and estimated cash flows, which considered the timing and extent of future improvements in the Indian market, an important component of which is gross margin recovery. The continuing deterioration of market conditions resulted in forecasted gross loss of $8 per ton to a forecasted gross margin gain of $13 per ton upon market recovery. A $5 per ton change in the gross margin assumption in 2015 would have impacted the valuation of our investment by approximately $8 million. To the extent possible, the Company considered available market information and other third-party data and compared the inputs to relevant historical information during the 2014 and 2015 valuations.
Certain Financial Assets and Liabilities not Measured at Fair Value
At December 31, 20162019 and 2015,2018, the fair value of the Company’s long-term debt was estimated to be $854.4$776.1 million and $788.8$822.8 million, respectively, compared to a carrying amount of $858.0$800.5 million and $1,003.8$859.0 million, respectively. These fair values were estimated by management based upon estimates of debt pricing provided by financial institutions which are considered Level 2 inputs.
21.19. Revenue from Contracts with Customers
Cokemaking
Substantially all our coke sales are made pursuant to long-term, take-or-pay agreements with AM USA, AK Steel and U.S. Steel, who are three of the largest blast furnace steelmakers in North America. The take-or-pay provisions of our agreements require us to deliver minimum annual tonnage, which varies by contract, but covers at least 90 percent of each facility's nameplate capacity. The take-or-pay provisions also require our customers to purchase such volumes of coke or pay the contract price for any tonnage they elect not to take. These coke sales agreements have an average remaining term of approximately four years, and to date, our coke customers have satisfied their obligations under these agreements.
Our coke sales prices include an operating cost component, a coal cost component and a return of capital component. Operating costs under two of our coke sales agreements are contractual, subject to an annual adjustment based on an inflation index. Under our other four coke sales agreements operating costs are passed through to the respective customers subject to an annually negotiated budget, in some cases subject to a cap annually adjusted for inflation, and generally we share any difference in costs from the budgeted amounts with our customers. Our coke sales agreements contain pass-through provisions for coal and coal procurement costs, subject to meeting contractual coal-to-coke yields. To the extent that the actual coal-to-coke yields are less than the contractual standard, we are responsible for the cost of the excess coal used in the cokemaking process. Conversely, to the extent our actual coal-to-coke yields are higher than the contractual standard, we realize gains. The reimbursement of pass-through operating and coal costs from these coke sales agreements are considered to be variable consideration components included in the cokemaking sales price. The return of capital component for each ton of coke sold to the customer is determined at the time the coke sales agreement is signed and is effective for the term of each sales agreement. This component of our coke sales prices is intended to provide an adequate return on invested capital and may differ based on investment levels and other considerations. The actual return on invested capital at any facility is also impacted by favorable or unfavorable performance on pass-through cost items. Revenues are recognized when performance obligations to our customers are satisfied in an amount that reflects the consideration that we expect to receive in exchange for the coke.
Logistics
In our logistics business, handling and/or mixing services are provided to steel, coke (including some of our domestic cokemaking facilities), electric utility, coal producing and other manufacturing based customers. Materials are transported in numerous ways, including rail, truck, barge or ship. We do not take possession of materials handled, but rather act as intermediaries between our customers and end users, deriving our revenues from services provided on a per ton basis. The handling and mixing services consist primarily of two performance obligations, unloading and loading of materials. Our logistics business has take-or-pay agreements requiring us to handle approximately 4 million tons annually, excluding our agreement with Foresight, which we anticipate will be renegotiated in 2020, resulting in lower volumes and price. See Note 8. The take-or-pay provisions in these agreements require our customers to purchase such handling services or pay the contract price for services they elect not to take.
Estimated take-or-pay revenue of approximately $14 million from all of our multi-year logistics contracts, excluding our agreement with Foresight, is expected to be recognized over the next four years for unsatisfied or partially unsatisfied performance obligations as of December 31, 2019. Revenues are recognized when the customer receives the benefits of the services provided, in an amount that reflects the consideration that we will receive in exchange for those services. Billings to CMT customers for take-or-pay volume shortfalls based on pro-rata volume commitments under take-or-pay contracts that are in excess of billings earned for services provided are recorded as contract liabilities and characterized as deferred revenue on the Consolidated Balance Sheets. Deferred revenue is recognized at the earliest of i) when the performance obligation is satisfied; ii) when the performance obligation has expired, based on the terms of the contract; or iii) when the likelihood that the customer would exercise its right to the performance obligation becomes remote.


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The following table provides changes in the Company's deferred revenue:
  2019 2018
  (Dollars in millions)
Beginning balance $3.0
 $1.7
Reclassification of the beginning contract liabilities to revenue, as a result of performance obligation satisfied (3.0) (1.4)
Billings in excess of services performed, not recognized as revenue 0.3
 2.7
Ending balance $0.3
 $3.0

Energy
Our energy sales are made pursuant to either steam or energy supply and purchase agreements or is sold into the regional power market. Our cokemaking ovens utilize efficient, modern heat recovery technology designed to combust the coal’s volatile components liberated during the cokemaking process and use the resulting heat to create steam or electricity for sale. The energy provided under these arrangements results in transfer of control over time. Revenues are recognized over time as energy is delivered to our customers, in an amount based on the terms of each arrangement.
Operating and Licensing Fees
Operating and licensing fees are made pursuant to long-term contracts with ArcelorMittal Brazil, where we operate a Brazilian cokemaking facility. The licensing fees are based upon the level of production required by our customer as well as a fixed annual fee. Operating fees include the full pass-through of the operating costs of the Brazilian facility as well as a per ton fee based on the level of production required by our customer. Revenues are recognized over time as our customers receive and consume the benefits in an amount that corresponds directly with the value provided to the customer to date.
Disaggregated Sales and Other Operating Revenue
The following table provides disaggregated sales and other operating revenue by product or service, excluding intersegment revenues:
  Years Ended December 31,
  2019 2018 2017
       
  (Dollars in millions)
Sales and other operating revenue:      
Cokemaking $1,434.9
 $1,250.5
 $1,140.8
Energy 51.1
 49.7
 53.2
Logistics 72.1
 101.0
 89.7
Operating and licensing fees 38.4
 40.4
 43.4
Other 3.8
 9.3
 4.4
Sales and other operating revenue $1,600.3
 $1,450.9
 $1,331.5

Disaggregated sales and other operating revenue by customer is discussed in Note 4.


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20. Business Segment Information
The Company reports its business through four3 segments: Domestic Coke, Brazil Coke Coal Logistics and Coal Mining.Logistics. The Domestic Coke segment includes the Jewell, Indiana Harbor, Haverhill, Granite City and Middletown cokemaking facilities. Each of these facilities produces coke, and all facilities except Jewell and Indiana Harbor recover waste heat, which is converted to steam or electricity through a similar production process. Steam is provided to customers pursuant to steam supply and purchase agreements. Electricity is sold into the regional power market or to AK Steel pursuant to energy sales agreements. Coke sales at each of the Company's five domestic cokemaking facilities are made pursuant to long-term, take-or-pay agreements with ArcelorMittal, AK Steel, and U.S. Steel. Each of the coke sales agreements contains pass-through provisions for costs incurred in the cokemaking process, including coal procurement costs (subject to meeting contractual coal-to-coke yields), operating and maintenance expense, costs related to the transportation of coke to the customers, taxes (other than income taxes) and costs associated with changes in regulation, in addition to containing a fixed fee.
The Brazil Coke segment operates a cokemaking facility located in Vitória, Brazil for a project company. The Brazil Coke segment earns income fromincludes the Brazilian facility through licensing and operating fees payable to us under long-term contracts with the local project company that will runArcelorMittal Brazil, under which we operate a cokemaking facility located in Vitória, Brazil through at least 2023. Prior to the redemption of our Brazil Investment in 2016, the Brazil Coke segment also received an annual preferred dividend from the project company guaranteed by the Brazil subsidiary of ArcelorMittal.
Coal Logistics operations are comprised of CMT, Kanawha River Terminal, LLC ("KRT"), SunCokeKRT, Lake Terminal, LLC ("Lake Terminal"),which provides services to our Indiana Harbor cokemaking facility, and DRT. DRT, was formedwhich provides services to accommodateour Jewell in its direct procurement of third-


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party coal, beginning in 2016. Our coal logistics operations have collective capacity to mix and transload approximately 40 million tons of coal annually and provides coal handling and/or mixing services its customers, which include the Partnership's cokemaking facilities and other SunCoke cokemaking facilities. Coal handlingfacility. Handling and mixing results are presented in the Coal Logistics segment.
Until the business was divested in April 2016, the Coal Mining segment conducted coal mining operations, mined by contractors, near the Company’s Jewell cokemaking facility with mines located in Virginia and West Virginia. Prior to April 2016, a substantial portion of the coal production was sold to the Jewell cokemaking facility for conversion into coke. Some coal was also sold to other cokemaking facilities within the Domestic Coke segment. Intersegment Coal Mining revenues for coal sales to the Domestic Coke segment were reflective of the contract price that the facilities within the Domestic Coke segment charge their customers, which approximated the market prices for this quality of metallurgical coal. In 2016, the Company transitioned to a 100 percent purchased third-party coal model, which resulted in a shift of coal transportation costs from the Coal Mining segment to the Domestic Coke segment beginning in the first quarter of 2016. These additional transportation costs are included in Coal Mining's intersegment revenues to Domestic Coke. It is impracticable to show the impacts of this change in our coal procurement model in segment results on a comparable basis.
Corporate expenses that can be identified with a segment have been included in determining segment results. The remainder is included in Corporate and Other. Corporate and Other including certainalso includes activity from our legacy coal mining expenses (i.e. black lung, workers' compensation and other postretirement employee benefit obligations). The results of our equity method investment in Visa SunCoke were also included in Corporate and Other until the Company impaired its investment to zero in the third quarter of 2015 and suspended equity method accounting.business.
Segment assets net of tax are those assets that are utilized within a specific segment and exclude deferred taxes and current taxes receivable.


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taxes.
The following table includes Adjusted EBITDA, which is the measure of segment profit or loss and liquidity reported to the chief operating decision maker for purposes of allocating resources to the segments and assessing their performance:
  Years Ended December 31,
  2019 2018 2017
  (Dollars in millions)
Sales and other operating revenue:      
Domestic Coke $1,489.1
 $1,308.3
 $1,195.0
Brazil Coke 38.4
 40.4
 43.4
Logistics 72.8
 102.2
 93.1
Logistics intersegment sales 26.3
 24.5
 23.8
Elimination of intersegment sales (26.3) (24.5) (23.8)
Total sales and other operating revenue $1,600.3
 $1,450.9
 $1,331.5
       
Adjusted EBITDA:      
Domestic Coke $226.7
 $207.9
 $188.9
Brazil Coke 16.0
 18.4
 18.2
Logistics 42.6
 72.6
 70.8
Corporate and Other(1)
 (37.4) (35.7) (43.2)
Total Adjusted EBITDA $247.9
 $263.2
 $234.7
       
Depreciation and amortization expense:      
Domestic Coke $120.5
 $114.4
 $102.6
Brazil Coke 0.6
 0.7
 0.7
Logistics 21.4
 25.1
 24.4
Corporate and Other 1.3
 1.4
 0.5
Total depreciation and amortization expense $143.8
 $141.6
 $128.2
       
Capital expenditures:      
Domestic Coke $105.5
 $95.1
 $68.8
Logistics 4.6
 5.2
 4.4
Corporate and Other 
 
 2.4
Total capital expenditures $110.1
 $100.3
 $75.6

  Years Ended December 31,
  2016 2015 2014
  (Dollars in millions)
Sales and other operating revenue:      
Domestic Coke $1,097.2
 $1,243.6
 $1,388.3
Brazil Coke 39.5
 34.0
 37.0
Coal Logistics 84.7
 60.8
 36.2
Coal Logistics intersegment sales 23.2
 20.4
 18.8
Coal Mining 0.8
 12.9
 29.2
Coal Mining intersegment sales 22.0
 101.0
 136.0
Elimination of intersegment sales (45.2) (121.4) (154.8)
Total sales and other operating revenue $1,222.2
 $1,351.3
 $1,490.7
       
Adjusted EBITDA:      
Adjusted EBITDA      
Domestic Coke $193.9
 $210.1
 $247.9
Brazil Coke 16.2
 22.4
 18.9
Coal Logistics 63.9
 38.0
 14.3
Coal Mining (6.0) (18.9) (16.0)
Corporate and Other, including legacy costs, net(1)
 (51.0) (66.2) (54.4)
Adjusted EBITDA $217.0
 $185.4
 $210.7
       
Depreciation and amortization expense:      
Domestic Coke(2)
 $84.0
 $81.6
 $81.3
Brazil Coke 0.7
 0.6
 0.5
Coal Logistics(3)
 24.8
 14.0
 7.6
Coal Mining(4)
 1.6
 10.1
 13.9
Corporate and Other 3.1
 2.8
 3.0
Total depreciation and amortization expense $114.2
 $109.1
 $106.3
       
Capital expenditures:      
Domestic Coke $44.5
 $67.6
 $109.2
Brazil Coke 0.1
 
 0.9
Coal Logistics 17.4
 6.0
 2.9
Coal Mining 
 1.7
 8.8
Corporate and Other 1.7
 0.5
 3.4
Total capital expenditures $63.7
 $75.8
 $125.2
(1) Corporate and Other includes the activity from our legacy coal mining business, which incurred Adjusted EBITDA losses of $11.2 million, $9.8 million, and $10.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.




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(1) Legacy costs, net include costs associated with former mining employee-related liabilities prior to the implementation of our contractor mining business and the ultimate disposal of our mining operations, net of certain royalty revenues. See details of these legacy items below.
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Black lung expense$(8.1) $(9.8) $(14.3)
Postretirement benefit plan (expense) benefit(0.7) 3.6
 3.7
Defined benefit plan expense
 (13.1) (0.2)
Workers' compensation expense(0.6) (2.3) (4.6)
Other0.4
 (0.4) 0.7
Total legacy costs, net$(9.0) $(22.0) $(14.7)
(2) We revised the estimated useful lives of assets in our Domestic Coke segment, primarily as a result of oven rebuild plans at our Indiana Harbor facility, resulting in additional depreciation of $10.4 million, $10.2 million and $15.6 million, or $0.13, $0.14 and $0.20 per common share from operations, during 2016, 2015 and 2014, respectively.
(3)We revised the estimated useful lives of assets in our Coal Logistics segment, resulting in additional depreciation of $2.2 million, or $0.02, per common share from operations, during 2016.
(4)We revised the estimated useful lives of certain assets in our Coal Mining segment as a result of the wind down of operations at of our former coal preparation plant, which resulted in additional depreciation of $4.9 million and $1.0 million, or $0.07 and $0.01 per common share, during 2015 and 2014, respectively.
The following table sets forth the Company’s segment assets:
  Years Ended December 31,
  2016 2015
  (Dollars in millions)
Segment assets    
Domestic Coke $1,495.0
 $1,534.2
Brazil Coke 32.6
 58.8
Coal Logistics 515.6
 532.0
Coal Mining 
 8.2
Corporate and Other 73.1
 98.4
Segment assets, excluding tax assets and assets held for sale 2,116.3
 2,231.6
Assets held for sale 
 12.3
Tax assets 4.6
 11.6
Total Assets $2,120.9
 $2,255.5
  December 31,
  2019 2018
  (Dollars in millions)
Segment assets:    
Domestic Coke $1,434.2
 $1,446.5
Brazil Coke 14.6
 15.1
Logistics 200.8
 463.0
Corporate and Other 102.0
 120.0
Segment assets, excluding income tax receivable 1,751.6
 2,044.6
Tax assets 2.2
 0.7
Total assets $1,753.8
 $2,045.3


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The following table sets forth the Company’s total sales and other operating revenue by product or service:
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Sales and other operating revenue:     
Coke sales$1,038.2
 $1,182.0
 $1,323.1
Steam and electricity sales54.3
 61.5
 65.7
Operating and licensing fees39.5
 34.0
 37.0
Coal logistics(1)
82.9
 58.8
 33.9
Metallurgical coal sales0.5
 11.0
 24.0
Other6.8
 4.0
 7.0
Sales and other operating revenue$1,222.2
 $1,351.3
 $1,490.7
(1)CMT contributed sales and other operating revenue of $62.7 million and $28.6 million during December 31, 2016 and 2015.
The Company evaluates the performance of its segments based on segment Adjusted EBITDA, which is defined as earnings before interest, (gain) loss on extinguishment of debt, taxes, depreciation and amortization (“EBITDA”), adjusted for any impairments, coal rationalization costs,(gain) loss on extinguishment of debt, changes to our contingent consideration liability related to our acquisition of CMT, sales discounts,loss on the expiration of certain acquired contractual obligations, and interest, taxes, depreciation and amortization and impairments attributable to our equity method investment. Prior to the expirationdisposal of our nonconventional fuel tax creditsinterest in November 2013, Adjusted EBITDA included an add-backVISA SunCoke and/or transaction costs incurred as part of sales discounts related to the sharing of these credits with customers. Any adjustments to these amounts subsequent to 2013 have been included in Adjusted EBITDA.Simplification Transaction. EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or operating income under GAAP and may not be comparable to other similarly titled measures in other businesses.
Management believes Adjusted EBITDA is an important measure of thein assessing operating performance and liquidity of the Company's net assets and its ability to incur and service debt, fund capital expenditures and make distributions.performance. 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 and liquidity.performance. EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, and they should not be considered a substitute for net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP. Set forth below is additional discussion of the limitations of Adjusted EBITDA as an analytical tool.
Limitations. OtherAdditionally, other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA also has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA:
does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
does not reflect items such as depreciation and amortization;
does not reflect changes in, or cash requirement for, working capital needs;
does not reflect our interest expense, or the cash requirements necessary to service interest on or principal payments of our debt;
does not reflect certain other non-cash income and expenses
excludes income taxes that may represent a reduction in available cash; and
includes net income attributable to noncontrolling interests




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Below is athe reconciliation of Adjusted EBITDA to net (loss) income, and net cash provided by operating activities, which areis its most directly comparable financial measuresmeasure calculated and presented in accordance with GAAP:
 Years Ended December 31,
 2019 2018 2017
 (Dollars in millions)
Net (loss) income$(148.4) $47.0
 $103.5
Add:     
Long-lived asset and goodwill impairment247.4
 
 
Depreciation and amortization expense143.8
 141.6
 128.2
Interest expense, net(1)
60.3
 61.4
 60.6
(Gain) loss on extinguishment of debt, net(1.5) 0.3
 20.4
Income tax (benefit) expense(54.7) 4.6
 (81.6)
Contingent consideration adjustments(2)
(4.2) 2.5
 (1.7)
Transaction costs(3)
5.2
 0.4
 
Expiration of land deposits and write-off of costs related to potential new cokemaking facility(4)

 
 5.3
Loss from equity method investment
 5.4
 
Adjusted EBITDA$247.9
 $263.2
 $234.7
Subtract: Adjusted EBITDA attributable to noncontrolling interests(5)
40.7
 82.0
 86.4
Adjusted EBITDA attributable to SunCoke Energy, Inc.$207.2
 $181.2
 $148.3
 Years Ended December 31,
 2016 2015 2014
 (Dollars in millions)
Net cash provided by operating activities$219.1
 $141.1
 $112.3
Subtract:     
Loss on divestiture of business and impairments14.7
 
 150.3
Depreciation and amortization expense114.2
 109.1
 106.3
Deferred income tax expense (benefit)3.1
 (5.6) (64.4)
(Gain) loss on extinguishment of debt, net(25.0) 0.5
 15.4
Changes in working capital and other52.6
 26.8
 6.5
Net income (loss) 
$59.5
 $10.3
 $(101.8)
Add:     
Loss on divestitures of business and impairments$14.7
 $
 $150.3
Adjustment to unconsolidated affiliate earnings(1)

 20.8
 33.5
Coal rationalization costs(2)
0.4
 0.6
 18.5
Depreciation and amortization expense114.2
 109.1
 106.3
Interest expense, net53.5
 56.2
 47.8
(Gain) loss on extinguishment of debt, net(25.0) 0.5
 15.4
Income tax expense (benefit)8.6
 (8.8) (58.8)
Contingent consideration adjustments(3)
(10.1) 
 
Expiration of land deposits(4)
1.9
 
 
Non-cash reversal of acquired contractual obligations(5)
(0.7) (3.3) 
Sales discount provided to customers due to sharing of nonconventional fuel tax credits(6)

 
 (0.5)
Adjusted EBITDA$217.0
 $185.4
 $210.7
Subtract: Adjusted EBITDA attributable to noncontrolling interest(7)
86.6
 81.2
 60.7
Adjusted EBITDA attributable to SunCoke Energy, Inc.$130.4
 $104.2
 $150.0

(1)Reflects shareIn conjunction with the adoption of ASU 2017-07, the non-service type expense associated with the postretirement benefit plans was excluded from operating income and recorded in interest taxes, depreciationexpense, net on the Consolidated Statements of Operations during the periods presented. Amounts in prior periods were immaterial, and amortization related to VISA SunCoke. The years ended December 31, 2015 and 2014 also reflect impairments of our investment in VISA SunCoke of $19.4 million and $30.5 million, respectively. The 2015 impairment resulted in an investment balance of zero. Beginningtherefore, were not reclassified in the fourth quarterreconciliation of 2015, we no longer include the results of our share of VISA SunCoke in our consolidated financial statements.Adjusted EBITDA to net income.
(2)
PriorIn connection with the CMT acquisition, the Company entered into a contingent consideration arrangement that requires the Company to make future payments to the divestitureseller based on future volume over a specified threshold, price and contract renewals. Adjustments to the fair value of the coal mining business, we incurred coal rationalization costs including employee severance, contract termination costs and other costscontingent consideration were primarily the result of modifications to idle minesthe volume forecast. Customer events during the executionthird quarter of our coal rationalization plan. The year ended December 31, 2015 included $2.3 million of income related2019 reduced the contingent consideration liability to a severance accrual adjustment.
0. See Note 18.
(3)TheCosts expensed primarily by the Partnership amended its contingent consideration termsassociated with The Cline Group during the first quarter of 2016. This amendment and subsequent fair value adjustments to the contingent consideration liability, resulted in a gain of $10.1 million recorded during the year ended December 31, 2016, which was excluded from Adjusted EBITDA.Simplification Transaction.
(4)
ReflectsIn 2014, we finalized the expiration ofrequired permitting and engineering plan for a potential new cokemaking facility, however, the project was later terminated. As a result, during 2017 the Company wrote-off previously capitalized engineering costs and land deposits for a potential new cokemaking facility of $5.3 million. These costs were included in Kentucky.
selling, general and administrative expenses on the Consolidated Statements of Operations.
(5)
In association with the acquisition of CMT, we assumed certain performance obligations under existing contracts and recorded liabilities related to such obligations. These contractual performance obligations have expired without the customer requiring performance. As such, the Partnership reversed the liabilities as we no longer have any obligations under the contract.
(6)At December 31, 2013, we had $13.6 million accrued related to sales discounts to be paid to our customer at our Granite City facility. During the first quarter of 2014, we settled this obligation for $13.1 million which resulted in a


109



gain of $0.5 million. The gain was recorded in sales and other operating revenue on our Combined and Consolidated Statement of Operations.
(7)
Reflects non-controlling interestnoncontrolling interests in Indiana Harbor and the portion of the Partnership owned by public unitholders.
unitholders prior to the Simplification Transaction.


89

22.


21. Selected Quarterly Data (unaudited)
 2019 2018
 First
Quarter
 Second
Quarter
 
Third
Quarter
(1)
 Fourth
Quarter
 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 (Dollars in millions)
Sales and other operating revenue$391.3
 $407.5
 $404.3
 $397.2
 $350.5
 $367.0
 $364.5
 $368.9
Gross profit(2)
$46.7
 $43.5
 $49.3
 $39.4
 $47.0
 $52.3
 $45.8
 $39.7
Net income (loss)$12.2
 $3.3
 $(163.1) $(0.8) $13.0
 $11.4
 $17.1
 $5.5
Less: Net income (loss) attributable to noncontrolling interests$2.4
 $1.0
 $(0.1) $0.6
 $4.3
 $7.2
 $5.6
 $3.7
Net income (loss) attributable to SunCoke Energy, Inc.$9.8
 $2.3
 $(163.0) $(1.4) $8.7
 $4.2
 $11.5
 $1.8
Earnings (loss) attributable to SunCoke Energy, Inc. per common share:               
Basic(3)
$0.15
 $0.03
 $(1.81) $(0.02) $0.13
 $0.06
 $0.18
 $0.03
Diluted(3)
$0.15
 $0.03
 $(1.81) $(0.02) $0.13
 $0.06
 $0.18
 $0.03
 2016 2015
 First
Quarter
 Second
Quarter
 Third
Quarter
 
Fourth
Quarter
(1)
 First
Quarter
 Second
Quarter
 Third
Quarter
 
Fourth
Quarter
(1)
 (Dollars in millions)
Sales and other operating revenue$310.5
 $292.6
 $293.7
 $325.4
 $323.9
 $347.6
 $336.2
 $343.6
Gross profit(2)
$41.8
 $39.6
 $50.5
 $69.6
 $38.0
 $25.2
 $44.3
 $36.3
Net income (loss)$12.6
 $1.0
 $14.4
 $31.5
 $0.4
 $(6.5) $(16.5) $32.9
Less: Net income attributable to noncontrolling interests$16.7
 $5.6
 $8.3
 $14.5
 $4.4
 $7.0
 $7.0
 $13.9
Net (loss) income attributable to SunCoke Energy, Inc.$(4.1) $(4.6) $6.1
 $17.0
 $(4.0) $(13.5) $(23.5) $19.0
(Loss) earnings attributable to SunCoke Energy, Inc. per common share:               
Basic(3)
$(0.06) $(0.07) $0.10
 $0.26
 $(0.06) $(0.21) $(0.36) $0.30
Diluted(3)
$(0.06) $(0.07) $0.10
 $0.26
 $(0.06) $(0.21) $(0.36) $0.30
Cash dividends declared per share$
 $
 $
 $
 $0.0585
 $0.0750
 $0.1500
 $0.1500

(1)The PartnershipDuring the third quarter of 2019, the Company recorded deferred revenue from Coalnon-cash, pre-tax asset impairment charges to the Logistics take-or-pay billings for minimum volume shortfalls throughout 2016 and 2015,segment on the Consolidated Statements of which $31.5 million and $5.3 million was recognized into revenues in the fourth quartersOperations of 2016 and 2015, respectively.$247.4 million. See Note 8.
(2)Gross profit equals sales and other operating revenue less cost of products sold and operating expenses and depreciation and amortization.
(3)Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.


90

23.


22. Supplemental Condensed Consolidating Financial Information
The Company has an existing shelf registration statement, which was filed on November 8, 2019, upon the expiration of the prior shelf registration statement, for the offering of debt and/or securities on a delayed or continuous basis and is presenting this condensed consolidating financial information in connection therewith. The following condensed consolidating financial information has been prepared and presented pursuant to SEC Rule 3-10(e) of Regulation S-X.
For purposes of the following information, SunCoke Energy is referred to as “Issuer.” Certain 100 percent owned subsidiaries of the Company, including the Partnership, are expected to serve as guarantors of the obligations under the credit agreement and $44.6 million of Notes (“Guarantor Subsidiaries”). included in the shelf registration statement. These guarantees arewill be full and unconditional (subject, in the case of the Guarantor Subsidiaries, to customary release provisions as described below) and joint and several. For purposes of the following footnote, SunCoke Energy, Inc. is referred to as “Issuer.” The indenture dated July 26, 2011 among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., governs subsidiaries designated as “Guarantor Subsidiaries.” All other consolidated subsidiaries of the Company are collectively referred to as “Non-Guarantor Subsidiaries.”
The ability of the Partnership and Indiana Harbor to pay dividends and make loans to the Company is restricted under the partnership agreements of the Partnership and Indiana Harbor, respectively. The credit agreement governing the Partnership’s credit facility and the indenture governing the Partnership2025 Senior Notes containcontains customary provisions, which would potentially restrict the Partnership’s ability of the Partnership to make distributions or loans to the Company under certain circumstances. For the year ended December 31, 2016,2019, less than 25 percent of net assets were restricted. Additionally,restricted by these indenture provisions.
All other consolidated subsidiaries of the Company, including Indiana Harbor and certain international and coal mining entities, are designatedcollectively referred to as unrestricted subsidiaries. As such, all“Non-Guarantor Subsidiaries.”
In connection with the subsidiaries described above are presentedfiling of the new shelf registration in 2019, the prior period financial statements in this footnote have been reclassified to reflect the “Guarantor Subsidiaries” and “Non-Guarantor Subsidiaries” as "Non-Guarantor Subsidiaries."defined in the new shelf registration.
The guarantee of a Guarantor Subsidiary will terminate upon:
a sale or other disposition of the Guarantor Subsidiary or of all or substantially all of its assets;
a sale of the majority of the Capital Stockcapital stock of a Guarantor Subsidiary to a third-party, after which the Guarantor Subsidiary is no longer a "Restricted Subsidiary"“Restricted Subsidiary” in accordance with the indenture governing the Notes;


110



notes;
the liquidation or dissolution of a Guarantor Subsidiary so long as no "Default"“Default” or "Event of Default,"Default”, as defined under the indenture governing the Notes,notes, has occurred as a result thereof;
the designation of a Guarantor Subsidiary as an "unrestricted subsidiary"“unrestricted subsidiary” in accordance with the indenture governing the Notesnotes;
the requirements for defeasance or discharge of the indenturesindenture governing the Notesnotes having been satisfied; or
the release, other than the discharge through payments by a Guarantor Subsidiary, from its guarantee under the Credit Agreement or other indebtedness that resulted in the obligation of the Guarantor Subsidiary under the indenture governing the Notes.notes.
The following supplemental condensed combining and consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following condensed combining and consolidating information, the Issuer’s investments in its subsidiaries and the Guarantor and Non-Guarantor Subsidiaries’ investments in its subsidiaries are accounted for under the equity method of accounting.





11191




SunCoke Energy, Inc.
Condensed Consolidating Statement of Operations
Years Ended December 31, 20162019
(Dollars in millions)
 Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Revenues         
Sales and other operating revenue$
 $176.2
 $1,049.9
 $(3.9) $1,222.2
Equity in (loss) earnings of subsidiaries19.7
 51.3
 
 (71.0) 
Other income, net
 0.5
 0.6
 
 1.1
Total revenues19.7
 228.0
 1,050.5
 (74.9) 1,223.3
Costs and operating expenses         
Cost of products sold and operating expenses
 131.3
 779.1
 (3.9) 906.5
Selling, general and administrative expenses12.9
 25.5
 52.9
 
 91.3
Depreciation and amortization expenses
 9.2
 105.0
 
 114.2
Loss on divestiture of business

 
 14.7
 
 14.7
Total costs and operating expenses12.9

166.0

951.7

(3.9)
1,126.7
Operating (loss) income6.8
 62.0
 98.8
 (71.0) 96.6
Interest (income) expense, net - affiliate
 (7.6) 7.6
 
 
Interest expense (income), net6.0
 (0.2) 47.7
 
 53.5
Total interest expense (income), net6.0
 (7.8) 55.3
 
 53.5
Gain on extinguishment of debt
 
 (25.0) 
 (25.0)
Income before income tax expense and loss from
equity method investment
0.8

69.8

68.5

(71.0) 68.1
Income tax (benefit) expense(13.6) 38.7
 (16.5) 
 8.6
Net income14.4

31.1

85.0

(71.0) 59.5
Less: Net income attributable to noncontrolling interests
 
 45.1
 
 45.1
Net income attributable to SunCoke Energy, Inc.$14.4
 $31.1
 $39.9
 $(71.0) $14.4
Comprehensive income$15.2
 $30.8
 $86.1
 $(71.8) $60.3
Less: Comprehensive income attributable to noncontrolling interests
 
 45.1
 
 45.1
Comprehensive income attributable to SunCoke Energy, Inc.$15.2
 $30.8
 $41.0
 $(71.8) $15.2
 Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Revenues         
Sales and other operating revenue$
 $1,224.9
 $388.7
 $(13.3) $1,600.3
Equity in (loss) earnings of subsidiaries(153.4) 1.5
 
 151.9
 
Total revenues, net of equity in earnings of subsidiaries(153.4) 1,226.4
 388.7
 138.6
 1,600.3
Costs and operating expenses         
Cost of products sold and operating expenses
 933.5
 357.4
 (13.3) 1,277.6
Selling, general and administrative expenses8.1
 58.2
 9.5
 
 75.8
Depreciation and amortization expenses
 115.0
 28.8
 
 143.8
Long-lived asset and goodwill impairment
 247.4
 
 
 247.4
Total costs and operating expenses8.1

1,354.1

395.7

(13.3)
1,744.6
Operating loss(161.5) (127.7) (7.0) 151.9
 (144.3)
Interest (income) expense, net - affiliate
 (6.7) 6.7
 
 
Interest expense, net5.0
 54.5
 0.8
 
 60.3
Total interest expense, net
5.0
 47.8
 7.5
 
 60.3
Loss (gain) on extinguishment of debt0.4
 (1.9) 
 
 (1.5)
Loss before income tax benefit(166.9)
(173.6)
(14.5)
151.9
 (203.1)
Income tax benefit(14.6) (34.4) (5.7) 
 (54.7)
Net loss(152.3)
(139.2)
(8.8)
151.9
 (148.4)
Less: Net income attributable to noncontrolling interests
 2.6
 1.3
 
 3.9
Net loss attributable to SunCoke Energy, Inc.$(152.3) $(141.8) $(10.1) $151.9
 $(152.3)
Comprehensive loss$(152.3) $(140.2) $(9.1) $151.9
 $(149.7)
Less: Comprehensive income attributable to noncontrolling interests
 2.6
 1.3
 
 3.9
Comprehensive loss attributable to SunCoke Energy, Inc.$(152.3) $(142.8) $(10.4) $151.9
 $(153.6)






11292




SunCoke Energy, Inc.
Condensed Consolidating Statement of IncomeOperations
Years Ended December 31, 20152018
(Dollars in millions)
 Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Revenues         
Sales and other operating revenue$
 $196.8
 $1,154.5
 $
 $1,351.3
Equity in (loss) earnings of subsidiaries(8.4) 34.4
 
 (26.0) 
Other (loss) income, net
 0.4
 11.0
 
 11.4
Total revenues(8.4) 231.6
 1,165.5
 (26.0) 1,362.7
Costs and operating expenses         
Cost of products sold and operating expenses
 150.2
 948.2
 
 1,098.4
Selling, general and administrative expenses9.5
 30.7
 35.2
 
 75.4
Depreciation and amortization expenses
 10.4
 98.7
 
 109.1
Total costs and operating expenses9.5
 191.3
 1,082.1
 
 1,282.9
Operating (loss) income(17.9) 40.3
 83.4
 (26.0) 79.8
Interest (income) expense, net - affiliate
 (7.3) 7.3
 
 
Interest expense (income), net8.3
 (0.6) 48.5
 
 56.2
Total interest expense (income), net8.3
 (7.9) 55.8
 
 56.2
Loss (gain) on extinguishment of debt1.2
 
 (0.7) 
 0.5
(Loss) income before income tax expense and loss from equity method investment(27.4)
48.2

28.3

(26.0) 23.1
Income tax (benefit) expense(5.4) 29.6
 (33.0) 
 (8.8)
Loss from equity method investment
 
 21.6
 
 21.6
Net (loss) income(22.0)
18.6

39.7

(26.0) 10.3
Less: Net income attributable to noncontrolling interests
 
 32.3
 
 32.3
Net (loss) income attributable to SunCoke Energy, Inc.$(22.0) $18.6
 $7.4
 $(26.0) $(22.0)
Comprehensive (loss) income$(20.3) $18.4
 $41.6
 $(27.7) $12.0
Less: Comprehensive income attributable to noncontrolling interests��
 
 32.3
 
 32.3
Comprehensive (loss) income attributable to SunCoke Energy, Inc.$(20.3) $18.4
 $9.3
 $(27.7) $(20.3)
 Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Revenues         
Sales and other operating revenue$
 $1,137.0
 $327.0
 $(13.1) $1,450.9
Equity in earnings (loss) of subsidiaries34.3
 (16.9) 
 (17.4) 
Total revenues, net of equity in earnings (loss) of subsidiaries34.3
 1,120.1
 327.0
 (30.5) 1,450.9
Costs and operating expenses         
Cost of products sold and operating expenses
 832.9
 304.7
 (13.1) 1,124.5
Selling, general and administrative expenses6.5
 48.1
 11.5
 
 66.1
Depreciation and amortization expenses
 102.7
 38.9
 
 141.6
Total costs and operating expenses6.5
 983.7
 355.1
 (13.1) 1,332.2
Operating income (loss)27.8
 136.4
 (28.1) (17.4) 118.7
Interest (income) expense, net - affiliate
 (0.9) 0.9
 
 
Interest expense, net3.1
 52.4
 5.9
 
 61.4
Total interest expense, net
3.1
 51.5
 6.8
 
 61.4
Gain on extinguishment of debt0.3
 
 
 
 0.3
Income (loss) before income tax (benefit) expense24.4

84.9

(34.9)
(17.4) 57.0
Income tax (benefit) expense(1.8) 13.5
 (7.1) 
 4.6
Loss from equity method investment
 
 5.4
 
 5.4
Net income (loss)26.2

71.4

(33.2)
(17.4) 47.0
Less: Net income (loss) attributable to noncontrolling interests
 21.6
 (0.8) 
 20.8
Net income (loss) attributable to SunCoke Energy, Inc.$26.2
 $49.8
 $(32.4) $(17.4) $26.2
Comprehensive income (loss)$26.2
 $70.1
 $(23.8) $(17.4) $55.1
Less: Comprehensive income (loss) attributable to noncontrolling interests
 21.6
 (0.8) 
 20.8
Comprehensive income (loss) attributable to SunCoke Energy, Inc.$26.2
 $48.5
 $(23.0) $(17.4) $34.3






11393




SunCoke Energy, Inc.
Condensed Consolidating Statement of IncomeOperations
Years Ended December 31, 20142017
(Dollars in millions)
Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 TotalIssuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Revenues                  
Sales and other operating revenue$
 $210.0
 $1,280.7
 $
 $1,490.7
$
 $1,087.1
 $257.3
 $(12.9) $1,331.5
Equity in earnings (loss) of subsidiaries(101.3) (57.4) 
 158.7
 
109.9
 (51.0) 
 (58.9) 
Other income (loss), net(0.2) 1.6
 11.7
 
 13.1
Total revenues(101.5) 154.2
 1,292.4
 158.7
 1,503.8
Total revenues, net of equity in earnings (loss) of subsidiaries109.9
 1,036.1
 257.3
 (71.8) 1,331.5
Costs and operating expenses                  
Cost of products sold and operating expenses
 156.0
 1,056.9
 
 1,212.9

 764.7
 268.3
 (12.9) 1,020.1
Selling, general and administrative expenses13.5
 28.3
 54.9
 
 96.7
8.7
 58.0
 12.3
 
 79.0
Depreciation and amortization expenses
 8.4
 97.9
 
 106.3

 92.4
 35.8
 
 128.2
Loss on impairments
 
 150.3
 
 150.3
Total costs and operating expenses13.5
 192.7
 1,360.0
 
 1,566.2
8.7
 915.1
 316.4
 (12.9) 1,227.3
Operating income (loss)(115.0) (38.5) (67.6) 158.7
 (62.4)101.2
 121.0
 (59.1) (58.9) 104.2
Interest (income) expense, net - affiliate
 (7.3) 7.3
 
 

 (0.2) 0.2
 
 
Interest expense (income), net26.3
 (1.8) 23.3
 
 47.8
Total interest expense (income), net26.3
 (9.1) 30.6
 
 47.8
Loss on extinguishment of debt
 
 15.4
 
 15.4
Income (loss) before income tax expense and loss from equity method investment(141.3)
(29.4)
(113.6)
158.7
 (125.6)
Interest expense, net4.9
 48.9
 8.1
 
 61.9
Total interest expense, net
4.9
 48.7
 8.3
 
 61.9
Loss on extinguishment of debt, net0.4
 20.0
 
 
 20.4
Income before income tax (benefit) expense and loss (gain) from equity method investment95.9

52.3

(67.4)
(58.9) 21.9
Income tax (benefit) expense(15.2) 29.5
 (73.1) 
 (58.8)(26.5) (58.5) 3.4
 
 (81.6)
Loss from equity method investment
 
 35.0
 
 35.0
Net income (loss)(126.1)
(58.9)
(75.5)
158.7
 (101.8)122.4

110.8

(70.8)
(58.9) 103.5
Less: Net income attributable to noncontrolling interests
 
 24.3
 
 24.3
Less: Net loss attributable to noncontrolling interests
 (13.4) (5.5) 
 (18.9)
Net income (loss) attributable to SunCoke Energy, Inc.$(126.1) $(58.9) $(99.8) $158.7
 $(126.1)$122.4
 $124.2
 $(65.3) $(58.9) $122.4
Comprehensive income (loss)$(133.5) $(61.1) $(80.7) $166.1
 $(109.2)$122.4
 $110.1
 $(71.2) $(58.9) $102.4
Less: Comprehensive income (loss) attributable to noncontrolling interests
 
 24.3
 
 24.3
Less: Comprehensive loss attributable to noncontrolling interests
 (13.4) (5.5) 
 (18.9)
Comprehensive income (loss) attributable to SunCoke Energy, Inc.$(133.5) $(61.1) $(105.0) $166.1
 $(133.5)$122.4
 $123.5
 $(65.7) $(58.9) $121.3










11494




SunCoke Energy, Inc.
Condensed Consolidating Balance Sheet
December 31, 20162019
(Dollars in millions, except per share amounts)
 Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Assets                    
Cash and cash equivalents $
 $59.7
 $74.3
 $
 $134.0
 $
 $93.3
 $3.8
 $
 $97.1
Receivables 
 12.2
 48.5
 
 60.7
 
 53.7
 5.8
 
 59.5
Receivable from redemption of Brazilian investment 
 
 20.5
 
 20.5
Inventories 
 9.0
 83.5
 
 92.5
 
 121.5
 25.5
 
 147.0
Income tax receivable 17.8
 
 74.3
 (87.5) 4.6
 5.5
 
 4.7
 (8.0) 2.2
Other current assets 0.2
 1.8
 1.8
 
 3.8
 
 2.5
 
 
 2.5
Advances to affiliates 
 282.2
 
 (282.2) 
 
 327.2
 


 (327.2) 
Total current assets 18.0
 364.9
 302.9
 (369.7) 316.1
 5.5
 598.2
 39.8
 (335.2) 308.3
Notes receivable from affiliate 
 89.0
 300.0
 (389.0) 
 
 
 127.2
 (127.2) 
Restricted cash 
 
 0.5
 
 0.5
Properties, plants and equipment, net 
 62.8
 1,479.8
 
 1,542.6
 
 1,209.9
 180.3
 
 1,390.2
Goodwill 
 3.4
 73.5
 
 76.9
 
 3.4
 
 
 3.4
Other intangibles assets, net 
 2.3
 176.7
 
 179.0
 
 34.7
 
 
 34.7
Deferred income taxes 10.5
 
 15.2
 (25.7) 
Deferred charges and other assets 
 5.1
 0.7
 
 5.8
 
 16.2
 1.0
 
 17.2
Investment in subsidiaries 542.7
 688.2
 
 (1,230.9) 
 799.3
 175.2
 
 (974.5) 
Total assets $560.7
 $1,215.7
 $2,334.1
 $(1,989.6) $2,120.9
 $815.3
 $2,037.6
 $363.5
 $(1,462.6) $1,753.8
Liabilities and Equity         
         
Advances from affiliate $184.2
 $
 $98.0
 $(282.2) $
 $177.9
 $
 $149.3
 $(327.2) $
Accounts payable 
 13.6
 85.0
 
 98.6
 
 104.1
 38.3
 
 142.4
Accrued liabilities 1.7
 20.5
 27.6
 
 49.8
 1.4
 31.9
 13.7
 
 47.0
Deferred revenue 
 
 2.5
 
 2.5
 
 0.3
 
 
 0.3
Current portion of long-term debt and financing
obligation
 
 
 4.9
 
 4.9
 
 2.9
 
 
 2.9
Interest payable 1.5
 
 14.7
 
 16.2
 
 2.2
 
 
 2.2
Income taxes payable 
 87.5
 
 (87.5) 
 
 8.0
 
 (8.0) 
Total current liabilities 187.4

121.6

232.7

(369.7) 172.0
 179.3

149.4

201.3

(335.2) 194.8
Long term-debt and financing obligation 43.5
 
 805.7
 
 849.2
 140.6
 639.4
 
 
 780.0
Payable to affiliate 
 300.0
 89.0
 (389.0) 
 
 127.2
 
 (127.2) 
Accrual for black lung benefits 
 12.3
 33.1
 
 45.4
 
 12.4
 38.1
 
 50.5
Retirement benefit liabilities 
 14.1
 14.9
 
 29.0
 
 11.6
 12.9
 
 24.5
Deferred income taxes 15.9
 371.0
 (34.4) 
 352.5
 
 173.3
 
 (25.7) 147.6
Asset retirement obligations 
 
 13.9
 
 13.9
 
 7.5
 6.9
 
 14.4
Other deferred credits and liabilities 2.8
 6.4
 9.8
 
 19.0
 3.7
 17.5
 2.4
 
 23.6
Total liabilities 249.6

825.4

1,164.7

(758.7) 1,481.0
 323.6

1,138.3

261.6

(488.1) 1,235.4
Equity                    
Preferred stock, $0.01 par value. Authorized 50,000,000
shares; no issued and outstanding shares at
December 31, 2016
 
 
 
 
 
Common stock, $0.01 par value. Authorized
300,000,000 shares; issued 71,707,304 shares at
December 31, 2016
 0.7
 
 
 
 0.7
Treasury Stock, 7,477,657 shares at December 31, 2016 (140.7) 
 
 

 (140.7)
Additional paid-in capital 492.1
 42.1
 672.2
 (714.3) 492.1
Accumulated other comprehensive loss (19.0) (1.6) (17.4) 19.0
 (19.0)
Retained (deficit) earnings (22.0) 349.8
 185.8
 (535.6)��(22.0)
Total SunCoke Energy, Inc. stockholders’ equity 311.1
 390.3
 840.6
 (1,230.9) 311.1
 491.7
 899.3
 75.1
 (974.5) 491.6
Noncontrolling interests 
 
 328.8
 
 328.8
 
 
 26.8
 
 26.8
Total equity 311.1
 390.3
 1,169.4
 (1,230.9) 639.9
 491.7
 899.3
 101.9
 (974.5) 518.4
Total liabilities and equity $560.7
 $1,215.7
 $2,334.1
 $(1,989.6) $2,120.9
 $815.3
 $2,037.6
 $363.5
 $(1,462.6) $1,753.8




11595




SunCoke Energy, Inc.
Condensed Consolidating Balance Sheet
December 31, 20152018
(Dollars in millions, except per share amounts)
  Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Assets          
Cash and cash equivalents $
 $140.7
 $5.0
 $
 $145.7
Receivables 
 67.9
 7.5
 
 75.4
Inventories 
 89.6
 20.8
 
 110.4
Income taxes receivable 
 
 102.7
 (102.0) 0.7
Other current assets 
 2.8
 
 
 2.8
Advances to affiliate 
 354.3
 
 (354.3) 
Total current assets 

655.3

136.0

(456.3) 335.0
Notes receivable from affiliate 
 
 186.7
 (186.7) 
Properties, plants and equipment, net 
 1,305.7
 165.4
 
 1,471.1
Goodwill 
 76.9
 
 
 76.9
Other intangible assets, net 
 156.8
 
 
 156.8
Deferred income taxes 7.0
 
 15.3
 (22.3) 
Deferred charges and other assets 
 5.5
 
 
 5.5
Investment in subsidiaries $673.5
 $243.0
 $
 $(916.5) 
Total assets $680.5
 $2,443.2
 $503.4
 $(1,581.8) $2,045.3
Liabilities and Equity          
Advances from affiliate $167.3
 $
 $187.0
 $(354.3) $
Accounts payable 
 84.0
 31.0
 
 115.0
Accrued liabilities 1.8
 30.5
 13.3
 
 45.6
Deferred Revenue 
 3.0
 
 
 3.0
Current portion of long-term debt and financing obligation 1.1
 2.8
 
 
 3.9
Interest payable 0.4
 3.2
 
 
 3.6
Income taxes payable 1.9
 100.1
 
 (102.0) 
Total current liabilities 172.5

223.6

231.3

(456.3) 171.1
Long-term debt and financing obligation 41.2
 793.3
 
 
 834.5
Payable to affiliate 
 186.7
 
 (186.7) 
Accrual for black lung benefits 
 10.9
 34.0
 
 44.9
Retirement benefit liabilities 
 12.2
 13.0
 
 25.2
Deferred income taxes 
 277.0
 
 (22.3) 254.7
Asset retirement obligations 
 7.0
 7.6
 
 14.6
Other deferred credits and liabilities 3.5
 11.7
 2.4
 
 17.6
Total liabilities 217.2

1,522.4

288.3

(665.3)
1,362.6
Equity          
Total SunCoke Energy, Inc. stockholders’ equity 463.3
 726.7
 189.6
 (916.5) 463.1
Noncontrolling interests 
 194.1
 25.5
 
 219.6
Total equity 463.3
 920.8
 215.1
 (916.5) 682.7
Total liabilities and equity $680.5
 $2,443.2
 $503.4
 $(1,581.8) $2,045.3

  Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Assets          
Cash and cash equivalents $
 $70.6
 $52.8
 $
 $123.4
Receivables 
 7.9
 56.7
 
 64.6
Inventories 
 5.3
 116.5
 
 121.8
Income taxes receivable 10.9
 
 60.0
 (59.3) 11.6
Other current assets 0.1
 2.4
 1.4
 
 3.9
Advances to affiliate 
 250.9
 
 (250.9) 
Assets held for sale 
 
 0.9
 
 0.9
Total current assets 11.0

337.1

288.3

(310.2) 326.2
Notes receivable from affiliate 
 89.0
 300.0
 (389.0) 
Restricted Cash 
 
 18.2
 
 18.2
Investment in Brazilian cokemaking operations 
 
 41.0
 
 41.0
Properties, plants and equipment, net 
 68.2
 1,513.8
 
 1,582.0
Goodwill 
 3.4
 67.7
 
 71.1
Other intangible assets, net 
 2.9
 187.3
 
 190.2
Deferred charges and other assets 0.2
 12.5
 2.7
 
 15.4
Investment in subsidiaries 522.1
 649.3
 
 (1,171.4) 
Long-term assets held for sale 
 
 11.4
 
 11.4
Total assets $533.3
 $1,162.4
 $2,430.4
 $(1,870.6) $2,255.5
Liabilities and Equity          
Advances from affiliate $105.2
 $
 $145.7
 $(250.9) $
Accounts payable 
 10.4
 89.4
 
 99.8
Accrued liabilities 0.1
 16.4
 26.4
 
 42.9
Deferred Revenue 
 
 2.1
 
 2.1
Current portion of long-term debt 
 
 1.1
 
 1.1
Interest payable 1.5
 
 17.4
 
 18.9
Income taxes payable 
 59.3
 
 (59.3) 
Liabilities held for sale 
 
 0.9
 
 0.9
Total current liabilities 106.8

86.1

283.0

(310.2) 165.7
Long-term debt 103.2
 
 894.5
 
 997.7
Payable to affiliate 
 300.0
 89.0
 (389.0) 
Accrual for black lung benefits 
 12.6
 32.1
 
 44.7
Retirement benefit liabilities 
 14.9
 16.4
 
 31.3
Deferred income taxes 32.3
 362.4
 (45.7) 
 349.0
Asset retirement obligations 
 
 16.3
 
 16.3
Other deferred credits and liabilities 1.1
 7.0
 14.0
 
 22.1
Long-term liabilities held for sale 
 
 5.9
 
 5.9
Total liabilities 243.4

783.0

1,305.5

(699.2)
1,632.7
Equity          
Preferred stock, $0.01 par value. Authorized 50,000,000
shares; no issued and outstanding shares at
December 31, 2015
 
 
 
 
 
Common stock, $0.01 par value. Authorized 300,000,000
shares; issued 71,489,448 shares at December 31, 2015
 0.7
 
 
 
 0.7
Treasury stock, 7,477,657 shares at
December 31, 2015
 (140.7) 
 
 
 (140.7)
Additional paid-in capital 486.1
 62.0
 664.7
 (726.7) 486.1
Accumulated other comprehensive income (19.8) (1.3) (18.5) 19.8
 (19.8)
Retained earnings (36.4) 318.7
 145.8
 (464.5) (36.4)
Total SunCoke Energy, Inc. stockholders’ equity 289.9
 379.4
 792.0
 (1,171.4) 289.9
Noncontrolling interests 
 
 332.9
 
 332.9
Total equity 289.9
 379.4
 1,124.9
 (1,171.4) 622.8
Total liabilities and equity $533.3
 $1,162.4
 $2,430.4
 $(1,870.6) $2,255.5




11696




SunCoke Energy, Inc.
Condensed Consolidating Statement of Cash Flows
Years Ended December 31, 20162019
(Dollars in millions)
Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 TotalIssuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Cash Flows from Operating Activities:                  
Net income$14.4
 $31.1
 $85.0
 $(71.0) $59.5
Adjustments to reconcile net income to net cash (used in) provided by operating activities:         
Loss on divestiture of business and impairments
 
 14.7
 
 14.7
Net income (loss)$(152.3) $(139.2) $(8.8) $151.9
 $(148.4)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:         
Long-lived asset and goodwill impairment
 247.4
 
 
 247.4
Depreciation and amortization expense
 9.2
 105.0
 
 114.2

 115.0
 28.8
 
 143.8
Deferred income tax (benefit) expense(16.6) 8.7
 11.0
 
 3.1
(3.5) (59.8) 0.2
 
 (63.1)
Gain on curtailment and payments in excess of expense for postretirement plan benefits
 (1.5) (1.1) 
 (2.6)
Payments (in excess of) less than expense for postretirement plan
 (1.1) (0.8) 
 (1.9)
Share-based compensation expense6.5
 
 
 
 6.5
4.5
 
 
 
 4.5
Equity in earnings of subsidiaries(19.7) (51.3) 
 71.0
 
Gain on extinguishment of debt
 
 (25.0) 
 (25.0)
Changes in working capital pertaining to continuing operating activities (net of the effects of divestiture):         
Equity in earnings (loss) of subsidiaries
153.4
 (1.5) 
 (151.9) 
Loss (gain) on extinguishment of debt0.4
 (1.9) 
 
 (1.5)
Changes in working capital pertaining to operating activities:         
Receivables
 (4.3) 8.0
 
 3.7

 14.2
 1.7
 


 15.9
Inventories
 (3.7) 33.1
 
 29.4

 (31.9) (4.7) 
 (36.6)
Accounts payable
 4.6
 (5.4) 
 (0.8)
 15.2
 8.3
 
 23.5
Accrued liabilities1.5
 4.8
 0.5
 
 6.8
(0.4) 0.4
 0.3
 
 0.3
Deferred revenue
 
 0.4
 
 0.4


 (2.7) 
 
 (2.7)
Interest payable0.1
 
 (2.8) 
 (2.7)(0.4) (1.0) 
 
 (1.4)
Income taxes(6.9) 28.2
 (14.3) 
 7.0
(7.4) (92.1) 98.0
 
 (1.5)
Accrual for black lung benefits
 (0.7) 1.0
 
 0.3
Other2.5
 9.6
 (7.5) 
 4.6
0.6
 0.7
 2.3
 
 3.6
Net cash (used in) provided by operating activities(18.2) 34.7
 202.6
 
 219.1
(5.1) 61.7
 125.3
 
 181.9
Cash Flows from Investing Activities:                  
Capital expenditures
 (5.7) (58.0) 
 (63.7)
 (65.6) (44.5) 
 (110.1)
Decrease in restricted cash
 
 17.7
 
 17.7
Divestiture of coal business
 
 (12.8) 
 (12.8)
Return of Brazilian investment
 
 20.5
 
 20.5
Other investing activities
 
 2.1
 
 2.1

 0.3
 
 
 0.3
Net cash used in investing activities
 (5.7) (30.5) 
 (36.2)
 (65.3) (44.5) 
 (109.8)
Cash Flows from Financing Activities:                  
Repayment of long-term debt
 
 (66.1) 
 (66.1)(43.8) (46.7) 
 
 (90.5)
Debt issuance costs
 
 (0.2) 
 (0.2)(2.1) 
 
 
 (2.1)
Proceeds from revolving facility
 
 28.0
 
 28.0
204.1
 204.5
 
 
 408.6
Repayment of revolving facility(60.4) 
 (38.0) 
 (98.4)(60.8) (309.5) 
 
 (370.3)
Proceeds from financing obligation
 
 16.2
 
 16.2
Repayment of financing obligation
 
 (1.0) 
 (1.0)
 (2.9) 
 
 (2.9)
Cash distributions to noncontrolling interests
 
 (49.4) 
 (49.4)
 (14.2) 
 
 (14.2)
Share repurchases(36.3) 
 
 
 (36.3)
Dividends paid(5.1) 
 
 
 (5.1)
Other financing activities(0.3) (1.1) 
 
 (1.4)(1.7) (6.2) 
 
 (7.9)
Net increase (decrease) in advances from affiliate78.9
 (38.8) (40.1) 
 
Net (decrease) increase in advances from affiliates(49.2) 131.2
 (82.0) 
 
Net cash provided by (used in) financing activities18.2
 (39.9) (150.6) 
 (172.3)5.1
 (43.8) (82.0) 
 (120.7)
Net (decrease) increase in cash and cash equivalents
 (10.9) 21.5
 
 10.6
Net decrease in cash and cash equivalents
 (47.4) (1.2) 
 (48.6)
Cash and cash equivalents at beginning of year
 70.6
 52.8
 
 123.4

 140.7
 5.0
 
 145.7
Cash and cash equivalents at end of year$
 $59.7
 $74.3
 $
 $134.0
Cash, cash equivalents at end of year$
 $93.3
 $3.8
 $
 $97.1




11797


Table of Contents



SunCoke Energy, Inc.
Condensed Consolidating Statement of Cash Flows
Years Ended December 31, 20152018
(Dollars in millions)
 Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Cash Flows from Operating Activities:                    
Net (loss) income $(22.0) $18.6
 $39.7
 $(26.0) $10.3
Adjustments to reconcile net income to net cash (used in) provided by operating activities:          
Loss from equity method investment 
 
 21.6
 
 21.6
Net income (loss) $26.2
 $71.4
 $(33.2) $(17.4) $47.0
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:          
Depreciation and amortization expense 
 10.4
 98.7
 
 109.1
 
 102.7
 38.9
 
 141.6
Deferred income tax expense (benefit) (20.7) 14.9
 0.2
 
 (5.6)
Settlement loss and payments in excess of expense for pension plan 
 
 13.1
 
 13.1
Gain on curtailment and payments in excess of expense for postretirement plan benefits 
 (1.6) (6.4) 
 (8.0)
Deferred income tax benefit (0.2) (2.1) (1.1) 
 (3.4)
Payments (in excess of) less than expense for postretirement plan 
 (0.9) (1.5) 
 (2.4)
Share-based compensation expense 7.2
 
 
 
 7.2
 3.1
 
 
 
 3.1
Equity in loss (earnings) of subsidiaries 8.4
 (34.4) 
 26.0
 
Equity in (loss) earnings of subsidiaries
 (34.3) 16.9
 
 17.4
 
Loss from equity method-investment 
 
 5.4
 
 5.4
Loss on extinguishment of debt 1.2
 
 (0.7) 
 0.5
 0.3
 
 
 
 0.3
Changes in working capital pertaining to operating activities (net of acquisitions):          
Changes in working capital pertaining to operating activities:          
Receivables 0.1
 9.4
 9.3
 
 18.8
 
 (5.1) (1.8) 
 (6.9)
Inventories 
 (1.3) 24.5
 
 23.2
 
 (1.0) 1.6
 
 0.6
Accounts payable 
 (3.2) (14.7) 
 (17.9) 
 11.0
 (11.7) 
 (0.7)
Accrued liabilities (0.2) (2.3) (21.8) 
 (24.3) 0.4
 (7.6) (0.1) 
 (7.3)
Deferred revenue 
 
 (4.4) 
 (4.4) 
 1.3
 
 
 1.3
Interest payable (6.1) 
 5.1
 
 (1.0) (1.0) (0.8) 
 
 (1.8)
Income taxes 17.1
 23.2
 (45.9) 
 (5.6) 0.3
 10.2
 (6.0) 
 4.5
Accrual for black lung benefits 
 3.8
 2.2
 
 6.0
Other (0.9) (2.3) 1.3
 
 (1.9) 0.3
 2.4
 1.8
 


 4.5
Net cash provided by operating activities (15.9) 35.2
 121.8
 
 141.1
Net cash (used in) provided by operating activities (4.9) 198.4
 (7.7) 
 185.8
Cash Flows from Investing Activities:                    
Capital expenditures 
 (11.8) (64.0) 
 (75.8) 
 (63.9) (36.4) 
 (100.3)
Acquisition of businesses, net of cash acquired 
 
 (191.7) 
 (191.7)
Increase in restricted cash 
 
 (17.7) 
 (17.7)
Sale of equity method investment 
 
 4.0
 
 4.0
Other investing activities 
 0.5
 
 
 0.5
Net cash used in investing activities 
 (11.8) (273.4) 
 (285.2) 
 (63.4) (32.4) 
 (95.8)
Cash Flows from Financing Activities:                    
Proceeds from issuance of long-term debt 
 
 260.8
 
 260.8
 45.0
 
 
 
 45.0
Repayment of long-term debt (16.8) 
 (231.3) 
 (248.1) (45.7) 
 
 
 (45.7)
Debt issuance costs (0.4) 
 (5.3) 
 (5.7) (0.5) 
 
 
 (0.5)
Proceeds from revolving facility 60.4
 
 232.0
 
 292.4
 
 179.5
 
 
 179.5
Repayment of revolving facility 
 
 (50.0) 
 (50.0) 
 (204.5) 
 
 (204.5)
Dividends paid (28.0) 
 
 
 (28.0)
Repayment of financing obligation 
 (2.6) 
 
 (2.6)
Cash distributions to noncontrolling interests 
 
 (43.3) 
 (43.3) 
 (31.9) 
 
 (31.9)
Shares repurchased (35.7) 
 
 
 (35.7)
SunCoke Energy Partners, L.P. units repurchased
 
 
 (12.8) 
 (12.8)
Acquisition of additional interest in the Partnership 
 (4.2) 
 
 (4.2)
Other financing activities (1.1) 
 
 
 (1.1) 0.7
 (0.3) 
 
 0.4
Net increase (decrease) in advances from affiliate 37.5
 (55.1) 17.6
 
 
Net cash (used in) provided by financing activities 15.9
 (55.1) 167.7
 
 128.5
Net decrease in cash and cash equivalents 
 (31.7) 16.1
 
 (15.6)
Cash and cash equivalents at beginning of year 
 102.3
 36.7
 
 139.0
Cash and cash equivalents at end of year $
 $70.6
 $52.8
 $
 $123.4
Net increase (decrease) in advances from affiliates 5.4
 (47.2) 41.8
 
 
Net cash provided by (used in) financing activities 4.9
 (111.2) 41.8
 
 (64.5)
Net increase in cash, cash equivalents and restricted cash 
 23.8
 1.7
 
 25.5
Cash, cash equivalents and restricted cash at beginning of year 
 116.9
 3.3
 
 120.2
Cash, cash equivalents and restricted cash at end of year $
 $140.7
 $5.0
 $
 $145.7




11898


Table of Contents



SunCoke Energy, Inc.
Condensed Consolidating Statement of Cash Flows
December 31, 20142017
(Dollars in millions)
  Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Cash Flows from Operating Activities:          
Net income (loss) $122.4
 $110.8
 $(70.8) $(58.9) $103.5
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:          
Depreciation and amortization expense 
 92.5
 35.7
 
 128.2
Deferred income tax (benefit) expense (22.8) (85.9) 21.5
 
 (87.2)
Payments in excess of expense for postretirement plan benefits 
 (1.0) (0.8) 
 (1.8)
Share-based compensation expense 4.7
 0.1
 
 
 4.8
Equity in (loss) earnings of subsidiaries
 (109.9) 51.0
 
 58.9
 
Loss on extinguishment of debt 0.4
 20.0
 
 
 20.4
Changes in working capital pertaining to operating activities:          
Receivables 
 (5.5) (2.3) 
 (7.8)
Inventories 
 (12.8) (5.7) 
 (18.5)
Accounts payable 
 6.0
 5.7
 
 11.7
Accrued liabilities (0.4) 0.9
 2.1
 
 2.6
Deferred revenue 
 (0.8) 
 
 (0.8)
Interest payable (0.1) (10.7) 
 
 (10.8)
Income taxes (2.7) 19.0
 (16.5) 
 (0.2)
Other 1.5
 2.3
 0.6
 
 4.4
Net cash (used in) provided by operating activities (6.9) 185.9
 (30.5) 
 148.5
Cash Flows from Investing Activities:          
Capital expenditures 
 (43.7) (31.9) 
 (75.6)
Return of Brazilian investment 
 20.5
 
 
 20.5
Net cash used in investing activities 
 (23.2) (31.9) 
 (55.1)
Cash Flows from Financing Activities:          
Proceeds from issuance of long-term debt 
 693.7
 
 
 693.7
Repayment of long-term debt 
 (644.9) 
 
 (644.9)
Debt issuance costs (1.6) (15.8) 
 
 (17.4)
Proceeds from revolving facility 
 350.0
 
 
 350.0
Repayment of revolving facility 
 (392.0) 
 
 (392.0)
Repayment of financing obligation 
 (2.5) 
 
 (2.5)
Cash distributions to noncontrolling interests 
 (47.0) 
 
 (47.0)
Acquisition of additional interest in the Partnership 
 (48.7) 
 
 (48.7)
Other financing activities 1.1
 
 
 
 1.1
Net increase (decrease) in advances from affiliates 7.4
 (45.4) 38.0
 
 
Net cash provided by (used in) financing activities 6.9
 (152.6) 38.0
 
 (107.7)
Net increase (decrease) in cash, cash equivalents and restricted cash 
 10.1
 (24.4) 
 (14.3)
Cash, cash equivalents and restricted cash at beginning of year 
 106.8
 27.7
 
 134.5
Cash, cash equivalents and restricted cash at end of year $
 $116.9
 $3.3
 $
 $120.2

  Issuer Guarantor
Subsidiaries
 Non-
Guarantor
Subsidiaries
 Combining
and
Consolidating
Adjustments
 Total
Cash Flows from Operating Activities:          
Net income (loss) $(126.1) $(58.9) $(75.5) $158.7
 $(101.8)
Adjustments to reconcile net income to net cash (used in) provided by continuing operating activities:          
Loss on impairments 
 
 150.3
 
 150.3
Loss from equity method investment 
 
 35.0
 
 35.0
Depreciation and amortization expense 
 8.4
 97.9
 
 106.3
Deferred income tax expense 6.8
 (7.9) (63.3) 
 (64.4)
Payments in excess of expense for pension plan 
 
 (7.5) 
 (7.5)
Payments in excess of expense for postretirement plan benefits 
 
 (0.6) 
 (0.6)
Share-based compensation expense 9.8
 
 
 
 9.8
Equity in (earnings) loss of subsidiaries 101.3
 57.4
 
 (158.7) 
Loss on extinguishment of debt 
 
 15.4
 
 15.4
Changes in working capital pertaining to operating activities (net of acquisitions):          
Receivables (0.1) 23.7
 (10.3) 
 13.3
Inventories 
 2.3
 (14.9) 
 (12.6)
Accounts payable 
 0.4
 (33.4) 
 (33.0)
Accrued liabilities (0.4) (4.7) (2.9) 
 (8.0)
Interest payable (6.0) 7.3
 0.4
 
 1.7
Income taxes 12.3
 (20.5) 9.2
 
 1.0
Accrual for black lung benefits 
 3.6
 7.9
 
 11.5
Other 5.6
 (8.1) (1.6) 
 (4.1)
Net cash (used in) provided by operating activities 3.2
 3.0
 106.1
 
 112.3
Cash Flows from Investing Activities:          
Capital expenditures 
 (5.5) (119.7) 
 (125.2)
Net cash used in investing activities 
 (5.5) (119.7) 
 (125.2)
Cash Flows from Financing Activities:          
Proceeds from issuance of common units of SunCoke Energy Partners, L.P., net of offering costs 
 
 90.5
 
 90.5
Proceeds from issuance of long-term debt 
 
 268.1
 
 268.1
Repayment of long-term debt 
 
 (276.5) 
 (276.5)
Debt issuance costs 
 
 (5.8) 
 (5.8)
Proceeds from revolving facility 
 
 40.0
 
 40.0
Repayment of revolving facility 
 
 (80.0) 
 (80.0)
Dividends paid (3.8) 
 
 
 (3.8)
Cash distributions to noncontrolling interests 
 
 (32.3) 
 (32.3)
Shares repurchased (85.1) 
 
 
 (85.1)
Other financing activities 3.2
 
 
 
 3.2
Net increase (decrease) in advances from affiliate 82.5
 (79.6) (2.9) 
 
Net cash provided by (used in) financing activities (3.2) (79.6) 1.1
 
 (81.7)
Net (decrease) increase in cash and cash equivalents 
 (82.1) (12.5) 
 (94.6)
Cash and cash equivalents at beginning of year 
 184.4
 49.2
 
 233.6
Cash and cash equivalents at end of year $
 $102.3
 $36.7
 $
 $139.0




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24. Subsequent Events
In January 2017, the IRS announced its decision to exclude cokemaking as a qualifying income generating activity in its final regulations issued under section 7704(d)(1)(E) of the Internal Revenue Code relating to the qualifying income exception for publicly traded partnerships. The Partnership and its outside legal counsel believe that income from the Partnership's cokemaking operations will be considered qualifying income for the purpose of maintaining our Partnership status during the 10-year transition period contemplated by the final regulations. In order to be grandfathered, a partnership either must have received a private letter ruling or be engaged in the activity based on a reasonable interpretation of the statute and its legislative history. The Partnership received a will-level opinion from its counsel, Vinson & Elkins LLP, that the Partnership's cokemaking operations generated qualifying income, and therefore the Partnership believes it reasonably interpreted the statute. Subsequent to the transition period, certain cokemaking entities in the Partnership will become taxable as corporations. The Partnership is evaluating its options for engaging with the appropriate parties to address its concerns with the scope of these final regulations.



120




Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, is responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined under Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements.
In evaluating the effectiveness of our internal control over financial reporting as of December 31, 2016,2019, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control -Integrated Framework (2013). Based on such evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2016.2019.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.
KPMG LLP, our independent registered public accounting firm, issued an attestation report on our internal control over financial reporting, which is contained in Item 8, “Financial Statements and Supplementary Data.”
Changes in Internal Control over Financial Reporting
There was no change in ourthe Company’s internal control over financial reporting that occurred during the year ended December 31, 20162019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.Other Information
None.




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PART III
Item 10.Directors, Executive Officers and Corporate Governance
The information called forrequired to be disclosed by this Item 10 required by Item 401 of Regulation S-K relating to Directors and Nominees for election to the Board of Directorsitem is incorporated herein by reference to the section entitled “Proposal 1- Election of Directors” in our definitive Proxy Statementproxy statement for our 2017the 2020 Annual Meeting of the Stockholders (the "2020 Proxy Statement"), which we expect to be held on May 4, 2017 (the “Proxy Statement”). Information called for by this Item 10 required by Item 401file with the SEC within 120 days after the end of Regulation S-K concerning the Company’s executive officers appears in Part I of this Annual Report on Form 10-K.
The information called for by this Item 10 required by Item 405 of Regulation S-K is incorporated herein by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” under the heading “Other Information,” in the Proxy Statement.
The information called for by this Item 10 required by Item 406 of Regulation S-K is incorporated herein by reference to the section entitled “Code of Business Conduct and Ethics” under the heading “Corporate Governance” in the Proxy Statement.
The information called for by this Item 10 required by Item 407(c)(3) of Regulation S-K is incorporated herein by reference to the section entitled “Governance Committee Process for Director Nominations” under the heading “Corporate Governance” in the Proxy Statement.
The information called for by this Item 10 required by Items 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated herein by reference to the information under the heading entitled “The Board of Directors and its Committees” and in the section entitled “Audit Committee Report” under the heading entitled “Audit Committee Matters,” in the Proxy Statement.our fiscal year ended December 31, 2019.
Item 11.
Executive Compensation
The information called forrequired to be disclosed by this Item 11 required by Item 402 of Regulation S-Kitem is incorporated herein by reference to the sections of theour 2020 Proxy Statement, appearing underwhich we expect to file with the heading “Executive Compensation,” includingSEC within 120 days after the sections entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grantsend of Plan-Based Awards Table,” “Outstanding Equity Awards at Fiscal Year-End Table,” “Option Exercises and Stock Vested Table,” “Pension Benefits,” “Nonqualified Deferred Compensation” and “Potential Payments Upon Termination or Change in Control,” and the sections of the Proxy Statement appearing under the heading “Directors Compensation.”
The information called for by this Item 11 required by Items 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement appearing under the heading “Executive Compensation,” including the sections entitled “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation.”our fiscal year ended December 31, 2019.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information called forrequired to be disclosed by this Item 12 required by Item 201(d) of Regulation S-Kitem is incorporated herein by reference to the section of theour 2020 Proxy Statement, entitled “Equity Compensation Plan Information,” appearing underwhich we expect to file with the heading “Other Information.”
The information called for by this Item 12 required by Item 403SEC within 120 days after the end of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement appearing under the heading “Beneficial Stock Ownership of Directors, Executive Officers and Persons Owning More Than Five Percent of Common Stock.”our fiscal year ended December 31, 2019.
Item 13.Certain Relationships and Related Transactions, and Director Independence
Arrangements Between SunCoke Energy and the Partnership
In the first half of 2016, SunCoke took certain actionsThe information required to support the Partnership's strategy to de-lever its balance sheet and maintain a solid liquidity position. During the first quarter of 2016, SunCoke provided a "reimbursement holiday" on the $7.0 million of corporate costs allocated to the Partnership and also returned its $1.4 million IDR cash distribution to the Partnership ("IDR giveback"), resulting in capital contributions of $8.4 million. During the second quarter of 2016, SunCoke provided the Partnership with deferred payment terms until April 2017 on the reimbursement of the $6.9 million of allocated corporate costs to the Partnership and the $1.4 million IDR cash distribution, resulting in an outstanding payable to SunCoke of $8.3 million included in payable to affiliate, net on the Consolidated Balance Sheets as of December 31, 2016. SunCoke did not provide sponsor support in the third and fourth quarter of 2016.


122



Omnibus Agreement
The omnibus agreement with SunCoke and the Partnership's general partner addresses certain aspects of our relationship, including:
Business Opportunities. The Partnership has a preferential right to invest in, acquire and construct cokemaking facilities in the U.S. and Canada. SunCoke has a preferential right to all other business opportunities. If the Partnership decides not to pursue an opportunity to construct a new cokemaking facility and SunCoke or any of its controlled affiliates undertake such construction, then upon completion of such construction, the Partnership will have the option to acquire such facility at a price sufficient to give SunCoke an internal rate of return on its invested capital equal to the sum of SunCoke’s weighted average cost of capital (as determined in good faith by SunCoke) and 6.0 percent. If the Partnership decides not to pursue an opportunity to invest in or acquire a cokemaking facility, SunCoke or any of its controlled affiliates may undertake such an investment or acquisition and if such acquisition is completed by SunCoke, the cokemaking facility so acquired will be subject to the right of first offer described below. If a business opportunity includes cokemaking facilities but such facilities represent a minority of the value of such business opportunity as determined by SunCoke in good faith, SunCoke will have a preferential right as to such business opportunity. These agreements as to business opportunities shall apply only so long as SunCoke controls the Partnership, and shall not apply with respect to any business opportunity SunCoke or any of its controlled affiliates was actively pursuing at the time of the closing of the Partnership's IPO; provided, however, that the Partnership shall have certain preferential rights with respect to the Kentucky facility.If SunCoke constructs the Kentucky facility, upon commencement of commercial operations the Partnership will have the option to acquire the Kentucky facility under the same terms as would apply to other new construction under the omnibus agreement. If the Partnership does not exercise its option to acquire the Kentucky facility upon commencement of commercial operations, the Kentucky facility will be subject to the right of first offer described below.
Right of First Offer. If SunCoke or any of its controlled affiliates decides to sell, convey or otherwise transfer to a third-party a cokemaking facility located in the U.S. or Canada or an interest therein, the Partnership shall have a right of first offer as to such facility. SunCoke shall have the same right of first offer if the Partnership decides to sell, convey or otherwise transfer to a third-party any cokemaking facility or an interest therein. In the event a party decides to sell, convey or otherwise transfer a cokemaking facility, it will offer the other party, referred to as the ROFO Party, such facility with a proposed price for such assets. If the ROFO Party does not exercise its right, the seller shall have the right to complete the proposed transaction, on terms not materially more favorable to the buyer than the last written offer proposed during negotiations with the ROFO Party, with a third-party within 270 days. If the seller fails to complete such a transaction within 270 days, then the right of first offer is reinstated. This right of first offer shall apply only so long as SunCoke controls the Partnership.
Remarketing Arrangement Relating to Potential Defaults by Coke Agreement Counterparties. For a period of five years from the closing date of the Partnership's IPO, SunCoke has agreed that: (i) if AK Steel exercises the early termination right provided in its Haverhill coke sales agreement, then SunCoke will, promptly upon the effective date of such termination, make the Partnership whole to the extent of AK Steel’s obligations under the Haverhill coke sales agreement (including the obligation to pay for coke) as the terms of that agreement exist on the date of the Partnership's IPO (without taking into effect the termination right), or (ii) if (a) other than as a result of a force majeure event or a default by the Partnership, any customer fails to purchase coke or defaults in payment under its coke sales agreement, or (b) the Partnership amends a coke sales agreement’s terms to reduce a customer’s purchase obligation as a result of the customer’s financial distress, as part of a bankruptcy or otherwise, then SunCoke will be obligated to make the Partnership whole to the extent of the customer’s failure to satisfy its obligations or to the extent the customer’s obligations are reduced, as applicable, under such coke sales agreement’s terms as exist on the date of the IPO. The Partnership and SunCoke will share in any damages and other amounts recovered from third-parties in connection with any of the events described in this paragraph in proportion to the relative loss and/or prospective loss suffered by the Partnership and SunCoke.
Indemnity. SunCoke will indemnify the Partnership with respect to remediation at the Haverhill, Middletown and Granite City (Gateway) cokemaking facilities:
Known Remediation. SunCoke will indemnify the Partnership to the full extent of any remediation arising from any environmental matter discovered and identified as requiring remediation prior to the contribution by SunCoke to the Partnership of an interest in these cokemaking facilities, except for any liability or increase in liability resulting from changes in environmental regulations; provided, however, that, in each case, SunCoke will be deemed to have contributed in satisfaction of this obligation, as of the effective date of the contribution of an interest in these cokemaking facilities, the amount identified in the applicable contribution agreement as being reserved to pre-fund existing environmental remediation projects.


123



Unknown Remediation. If, prior to the fifth anniversary of the closing of the Partnership's IPO, an environmental matter that was discovered either before or after the contribution by SunCoke to the Partnership of an interest in these cokemaking facilities, is identified as requiring remediation, SunCoke shall indemnify the Partnership to the full extent of any such remediation costs, except for any liability or increase in liability resulting from changes in environmental regulations; provided, however, that, in each case, the Partnership must bear the first $5 million of such remediation costs, and SunCoke’s liability for such remediation costs will not exceed $50 million.
Post-closing. The Partnership will indemnify SunCoke for events relating to the Partnership's operations except to the extent that it is entitled to indemnification by SunCoke.
Tax Matters. SunCoke will fully indemnify the Partnership with respect to any tax liability arising prior to or in connection with the closing of its IPO.
Real Property. SunCoke will either cure or fully indemnify the Partnership for losses resulting from any material title defects at the properties owned by the entities in which the Partnership has acquired an interest from SunCoke, to the extent that such defects interfere with, or reasonably could be expected to interfere with, the operations of the related cokemaking facilities.
License. SunCoke has granted the Partnership a royalty-free license to use the name “SunCoke” and related marks. Additionally, SunCoke will grant the Partnership a non-exclusive right to use all of SunCoke’s current and future cokemaking and related technology. The Partnership has not paid and will not pay a separate license fee for the rights it receives under the license.
Expenses and Reimbursement. SunCoke will continue to provide the Partnership with certain general and administrative services, and the Partnership will reimburse SunCoke for all direct costs and expenses incurred on the Partnership's behalf and the portion of SunCoke’s corporate and other costs and expenses attributable to the Partnership's operations. Additionally, the Partnership has agreed to pay all fees (i) due under its revolving credit facility and/or existing senior notes; and (iii) in connection with any future financing arrangement entered into for the purpose of amending, modifying, or replacing its revolving credit facility or its senior notes.
The omnibus agreement can be amended by written agreement of all parties to the agreement. However, the Partnership may not agree to any amendment or modification that would, in the reasonable discretion of its general partner, be adverse in any material respect to the holders of its common units without prior approval of the conflicts committee. So long as SunCoke controls the Partnership's general partner, the omnibus agreement will remain in full force and effect unless mutually terminated by the parties. If SunCoke ceases to control the Partnership's general partner, the omnibus agreement will terminate, provided (i) the indemnification obligations described above and (ii) the Partnership's non-exclusive right to use all of SunCoke’s existing cokemaking and related technology will remain in full force and effect in accordance with their terms.
Additional information called fordisclosed by this Item 13 required by Item 404 of Regulation S-Kitem is incorporated herein by reference to the sections of theour 2020 Proxy Statement, entitled “Transactionswhich we expect to file with Related Persons” under the heading “Governance Matters.”SEC within 120 days after the end of our fiscal year ended December 31, 2019.
Item 14.Principal Accounting Fees and Services
The information called forrequired to be disclosed by this Item 14 required by Item 9(e) of Schedule 14Aitem is incorporated herein by reference to the sections of theour 2020 Proxy Statement, appearing underwhich we expect to file with the heading “Audit Committee Matters.”    SEC within 120 days after the end of our fiscal year ended December 31, 2019.
The information called for by this Item 14 required by Item 407(a) of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled “Corporate Governance,” under the heading “Director Independence.”










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PART IV
Item 15.
Exhibits, Financial Statement Schedules
(a)The following documents are filed as a part of this report:
 1.
Consolidated Financial Statements:
The consolidated financial statements are set forth under Item 8 of this report.
 2.
Financial Statements Schedules:
Financial statement schedules are omitted because the required information is shown elsewhere in this report, is not necessary or is not applicable.
 3.
Exhibits:
2.1 
   
2.2 
2.3
   
3.1 
   
3.2 
   
4.1 
   
4.24.2* 
4.3
   
4.2.14.3.1 Form of 7-5/8 percent Senior Notes due
4.3.2
   
10.1 
10.1.1Amendment No. 1 to Credit Agreement, dated as of January 24, 2013, by and among SunCoke Energy, Inc., the several banks and other financial institutions or entities as lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference herein to Exhibit 10.210.1 to the Company’s Current Report on FormFrom 8-K (File No.: 001-35243), filed on January 24, 2013, File No. 001-35243)
10.1.2Amendment No. 2 to Credit Agreement, dated as of January 13, 2015, by and among SunCoke Energy, Inc., the several banks and other financial institutions or entities as lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference herein to Exhibit 10.1.2. to the Company's Annual Report on Form 10-K, filed on February 24, 2015, File No. 001-35243)
10.1.3
Amendment No. 3 to Credit Agreement, dated as of April 21, 2015, by and among SunCoke Energy, Inc., the banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Current Report on Form 8-K, filed on April 27, 2015, File No. 001-35243)

August 7, 2019).
   
10.1.410.2* 
   
10.2.1*




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10.1.5
Amendment No. 5 to Credit Agreement, dated as of February 2, 2017, by and among SunCoke Energy, Inc., the banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent.(incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 6, 2017, File No. 001-35243)
10.2Omnibus Agreement, dated January 24, 2013, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners GP LLC and SunCoke Energy, Inc. (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 24, 2013, File No. 001-35243)
10.2.1Amendment No. 1 to Omnibus Agreement, dated as of March 17, 2014, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners GP LLC and SunCoke Energy, Inc. (incorporated by reference herein to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 filed on October 28, 2014, File No. 001-35243)
10.2.2Amendment No. 2 to Omnibus Agreement, dated as of January 13, 2015, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners GP LLC and SunCoke Energy, Inc. (incorporated by reference to Exhibit 10.5.2 to the Company's Annual Report on Form 10-K filed on February 24, 2015, File No. 001-35243)
10.3** 
   
10.4** 
   
10.5** 
   
10.5.1** 


   
10.5.2** 
   
10.5.3** 
   
10.5.4** 


   
10.5.5*10.5.5 


   
10.6**


 


   
10.6.1*10.6.1


 
   


126



10.7**


 
   
10.7.1**


 
   
10.7.2**


 


   
10.7.3**


 




103

Table of Contents


10.7.4*
   
10.8**10.8 
   
10.9**10.9 
   
10.10** 
   
10.11** 
   
10.12** 
   
10.13† 
   
10.13.1† 
   
10.13.2† 


   
10.13.3†


 
   


127



10.14†


 
   
10.14.1†


 
   
10.14.2†


 
   


104

Table of Contents


10.14.3†


 
   
10.15† 
   
10.16† 
   
10.16.1† 
   
10.16.2† 
   
10.16.3† 
   
10.16.4† 
   
10.16.5† 
   
10.17† 
   


128



10.17.1† 
   
10.17.2 
   
10.17.3† 
   
10.18† 
   


105

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12.1*
10.19 Consolidated Ratio
   
21.1* 
   
23.1* 
23.2*Consent of Ernst & Young LLP (filed herewith)
   
24.1* 
   
31.1* 
   
31.2* 
   
32.1* 
   
32.2* 
   
95.1* 
   
101.INS*99.1* XBRL Instance Document
   
101.SCH*101* XBRL Taxonomy Extension Schema DocumentThe following financial statements from SunCoke Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 20, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Loss( Income), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) the Notes to Consolidated Financial Statements.
   
101.CAL*104* XBRL Taxonomy Extension Calculation Linkbase DocumentThe cover page from SunCoke Energy, Inc's Annual Report on Form 10-K for the year ended December 31, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
   
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
   
* Provided herewith.
   
** Management contract or compensatory plan or arrangement.
   
 Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been separately filed with the Securities and Exchange Commission.
Item 16.        Form 10-K Summary
None.


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Table of Contents


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 16, 2017.20, 2020.
 
SUNCOKE ENERGY, INC.
 
By: /s/ Fay West
  
Fay West
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February 16, 2017.20, 2020.
Signature  Title
   
/s/ Frederick A. Henderson*Michael G. Rippey*  
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Frederick A. HendersonMichael G. Rippey 
   
/s/ Fay West  Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Fay West 
   
/s/ Allison S. Lausas*  
Vice President, Controller and ControllerTreasurer
(Principal Accounting Officer)
Allison S. Lausas
/s/ Andrew D. Africk*Director
Andrew D. Africk 
   
/s/ Alvin Bledsoe*  Director
Alvin Bledsoe 
   
/s/ Robert J. Darnall*Martha Z. Carnes* Director
Robert J. DarnallMartha Z. Carnes
/s/ Susan Landahl*Director
Susan Landahl 
   
/s/ Peter B. Hamilton*  Director
Peter B. Hamilton 
   
/s/ Robert A. Peiser*Director
Robert A. Peiser
/s/ John W. Rowe*  DirectorChairman of the Board
John W. Rowe 
   
/s/ James E. Sweetnam*  Director
James E. Sweetnam 
   
* Fay West, pursuant to powers of attorney duly executed by the above officers and directors of SunCoke Energy, Inc. and filed with the SEC in Washington, D.C., hereby executes this Annual Report on Form 10-K on behalf of each of the persons named above in the capacity set forth opposite his or her name.
   
/s/ Fay West  February 16, 201720, 2020
Fay West 




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