~~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.

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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 typically~~impose financial assurance requirements for managing hazardous substances on the coal products manufacturing sector under Section 108(b) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA 108(b)”). EPA’s proposal determined that the risks associated with ~~by-product cokemaking. Our cokemaking facilities, in some cases, have wastewater discharge~~these 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 has been 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 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 ~~complementary environmental programs that impact coal mining. The permit application includes~~regulations 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 ~~mine and reclamation plan, documents defining ownership and agreements pertaining~~potential of requiring us to ~~coal, minerals, oil and gas, water rights, rights of way and surface land and documents required by~~secure an instrument or otherwise self-insure for an undetermined amount, demonstrate to EPA the Office of Surface Mining Reclamation and Enforcement’s (“OSM’s”) Applicant Violator System. Once a permit application is submitted to the regulatory agency, it goes through a completeness 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 complexityproof of the ~~mine,~~security, and ~~often take six months to two years to be issued. Regulatory~~maintain the security until EPA releases facilities from the CERCLA 108(b) regulations.

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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.

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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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~~authorities~~We currently have ~~considerable discretion~~no applications pending for new SMCRA permits, but hold several permits for which reclamation is incomplete.

Our reclamation obligations under applicable environmental laws could be substantial. Under accounting principles generally accepted in the ~~timing~~U.S. ("GAAP"), we are required to account for the costs related to the closure of mines and the reclamation of the ~~permit issuance~~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 the public has the right to comment on and otherwise engage in the permitting process, including through public hearings and intervention in the courts. SMCRA mine permits also take a significant period of timeassumed credit-adjusted interest rates. Our future operating results would be adversely affected if these accruals were determined to be ~~transferred.~~

~~Bonding Requirements for Permits Related~~insufficient. These obligations are unfunded. Further, although specific criteria varies from state to ~~Former Coal Mining Operations and Coal Terminals with Surface Mining Permits.~~ ~~Before a~~state as to what constitutes an “owner” or “controller” relationship, under SMCRA ~~permit or a surface mining permit is issued in West Virginia, 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, 2017, we have posted $10.4 million in surety bonds or other forms of financial securityresponsibility for reclamation ~~purposes.~~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. Failure to comply with the regulatory requirements can result in sanctions.

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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

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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.

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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 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”) 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

Table 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; therefore, the impact of potential additional EPA regulation in this area cannot be estimated at this time.Contents

~~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, 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 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 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

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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. 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, 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. Certain of our wastes are also subject to Department of Transportation regulations for shipping of materials.

~~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. 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. In October 2017, the EPA proposed to repeal the Clean Power Plan ("CPP") although the final outcome of this proposal and the pending litigation regarding the CPP is uncertain at this time. In connection with this proposed repeal, EPA issued an Advanced Notice of Proposed Rulemaking ("ANPRM") in December 2017 regarding emission guidelines to limit GHG emissions from existing electric utility generating units. The ANPRM seeks comment regarding what the EPA should include in a potential new, existing source regulation of GHG emissions under the Clean Air Act that the EPA may propose. Depending on whether the Clean Power Plan is ultimately upheld or if another rule is promulgated in the future, it could increase the demand for natural gas-generated electricity.

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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.

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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.

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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.

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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 ~~plan~~plant 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.

~~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~~ Depending on ~~all aspects of mining operations. There also has been a significant increase~~whether another rule is promulgated in the ~~dollar penalties assessed~~future, it could increase the demand for ~~citations issued.~~natural gas-generated electricity.

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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. 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.

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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.

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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.

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~~Safety.~~ Our facilities are subject to regulation by the Occupational Safety and Health Administration (OSHA) of the United States Department of Labor and equivalent state agencies under various standards designed to promote worker safety. As noted above, we have consistently operated within the top quartile 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.

~~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, 2017, we had 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 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. 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, 2017 was $50.3 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 13 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, ~~2017.~~

~~IRS Final Regulations on Qualifying Income~~

Section 7704 of the Internal Revenue Code (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.

On January 19, 2017, the Treasury Department and the Internal Revenue Service ("IRS") issued qualifying income regulations (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 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. Also see “Part I. Item 1A. Risk Factors" and Note 5 to our consolidated financial statements.

The present federal income tax treatment of publicly traded partnerships, including the Partnership, or an investment in its common units, may be modified by administrative, legislative or judicial interpretation at any time. Any

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modification to the federal income tax laws 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 consequences of an investment in its common units. For example, as discussed above, on January 24, 2017, Final Regulations were published in the Federal Register 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.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 ~~15, 2018,~~20, 2020, were as follows:



~~Name~~	~~Age~~	~~Position~~
Michael G. Rippey	6062	President and Chief Executive Officer
Fay West	4850	Senior Vice President and Chief Financial Officer
Katherine T. Gates	4143	Senior Vice President, ~~General Counsel~~Chief Legal Officer and Chief ~~Compliance~~Human Resources Officer
P. Michael Hardesty	5557	Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke
Allison S. Lausas	3840	Vice President, ~~Finance~~Controller and ~~Controller~~Treasurer
~~Gary P. Yeaw~~John F. Quanci	6058	~~Senior~~ Vice President, ~~of Human Resources~~Chief Technology Officer

Michael G. Rippey. Mr. Rippey was appointed ~~President and~~as Chief Executive Officer, President and a director of SunCoke Energy, Inc. on, effective December 1, 2017. ~~Also on December 1, 2017, Mr. Rippey was named President and Chief Executive Officer and appointed as Chairman of the Board of SunCoke Energy Partners, GP LLC.~~ Prior to joining SunCoke, ~~Energy, Inc., he~~Mr. Rippey served as Senior Advisor to Nippon Steel & Sumitomo Metal Corporation (a leading global steelmaker), since 2015. From 2014 to 2015, he ~~served as~~was Chairman of the Board of ArcelorMittal USA ~~LLC~~ (a major domestic steel manufacturer), and from August 2006 through October 2014, he was ArcelorMittal ~~USA LLC’s~~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 Board of Directors of Olympic Steel, Inc. (NASDAQ: ZEUS), a ~~$1.1~~$1.7 billion steel service center headquartered in Ohio, where he is a member of the Nominating Committee, ~~the Compensation 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 past Chairman of the 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 as~~had 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~~

Table of ~~Directors of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P. in July 2012.~~Contents

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 Corporation~~Houghton (a leading ~~manufacturer and supplier~~global 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 Audit~~the 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 ~~effective~~of 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 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~~

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~~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, ~~in October 2014.~~the general partner of our former master limited partnership. Ms. Lausas ~~joined~~served 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 of~~John F. Quanci. Dr. John F. Quanci joined SunCoke Energy, Inc. ~~on November 1, 2015. Prior~~in October, 2010, and was appointed to ~~that, he was~~his 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 Excellence~~international experience in ~~charge~~process 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 systems~~his career, Dr. Quanci has managed several major engineering and ~~employee services. Mr. Yeaw~~technology 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 Resources~~Ph.D. in Chemical Engineering from Princeton University and is a registered Professional ~~Certified Compensation Professional~~Engineer 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

Sustained uncertainty in financial markets, or unfavorable economic conditions in the industries in which our customers operate, may lead to a reduction in the demand for our products and services, and adversely impact 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 restrict our ability to access the capital market at a time when we would like, or need, to raise capital for our business including for potential acquisitions, or other growth opportunities.

Deteriorating or unfavorable economic conditions in the industries in which our customers operate, such as steelmaking and electric power generation, may lead to reduced demand for steel products, coal, and other bulk commodities which, in turn, could adversely affect the demand for our products and services 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 a 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 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 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 logistics operations could significantly disrupt our ability to provide handling, mixing, storage, terminalling, transloading and/or transportation services, of coal and other dry and liquid bulk commodities, to our customers. Any sustained disruption at our cokemaking and/or 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 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 may not be able to maintain the integrity of the ovens or to continue operation of such coke ovens, which could adversely affect our ability to meet our customers’ requirements for coke and, in some cases, electricity and/or steam.

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Assets and equipment critical to the operations of our cokemaking and 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.

~~Impairment~~Our operating results have been and may continue to be affected by fluctuations in ~~the carrying value~~our costs of ~~long-lived assets~~production, and, ~~goodwill could adversely affect~~if we cannot pass increases in our ~~business and results~~costs of ~~operations.~~

We have a significant amount of long-lived assets and goodwill 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 requiredproduction 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. Goodwill must be evaluated for impairment annually or more frequently if events indicate it is warranted. If the carrying value of our reporting units exceeds their current fair value as determined based on the discounted future cash flows of the related business, the goodwill is considered impaired and is reduced to fair value by a non-cash charge to earnings.

Events and conditions that could result in impairment in the value of our long-lived assets and goodwill 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.~~

The financial performance of our cokemaking and logistics businesses 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 materially and adversely affect our financial condition, ~~permit compliance,~~ results of operations and cash ~~flows.~~flows may be negatively affected.

~~Substantially all~~Our operations require a reliable supply of ~~our~~equipment, replacement parts and metallurgical coal. If the cost to produce coke ~~sales currently are made pursuant to long-term contracts with AM USA, U.S. Steel~~ and ~~AK Steel,~~provide logistics services, including cost of supplies, equipment, metallurgical coal, labor, experience significant price inflation, and we ~~expect these three~~cannot pass such increases in our costs of production to our customers, ~~to continue to account for a significant portion~~our profit margins may be reduced and our financial condition, results of ~~our revenues for the foreseeable future. In our logistics business, a significant portion of our revenues~~operations and cash flows are derived from long-term contracts with Foresight Energy LLC and Murray American Coal, Inc. at CMT, and we expect these two customers to continue to account for a significant portion of the revenues of our logistics business for the foreseeable future.

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Our cokemaking and logistics businesses are 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 and logistics operations, adversely affect our ability to service the needs of our customers, and increase our operating costs, all of which could have a material 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 our operations could materially and adversely 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, or pulverized coal, and the use of these coke substitutes may 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. 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.

•

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.

Such competition could ~~have~~reduce demand for our products and services, thus having a material and adverse effect on our financial condition and results of ~~operations and therefore our ability to distribute cash to unitholders.~~

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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 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,~~GHG; compliance with the ~~NAAQS,~~NAAQS; management and disposal of hazardous substances and ~~wastes,~~wastes; cleanup of contaminated ~~sites,~~sites; protection of groundwater quality and ~~availability,~~availability; protection of plants and ~~wildlife,~~wildlife; reclamation and restoration of properties after completion of mining or ~~drilling,~~drilling; installation of safety equipment in our ~~facilities,~~facilities; sales of 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 hinder 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, ~~and~~which 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.”

~~The final impacts~~

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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 ~~Tax Cuts~~issue of climate change and ~~Jobs Act could be materially different~~the impact of greenhouse gases, particularly from fossil fuels, which are integral to our ~~current estimates.~~

~~The Tax Cuts~~cokemaking and ~~Jobs Act (“Tax Legislation”) was signed into law~~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 ~~December 22, 2017. The new law made numerous changes to U.S. federal corporate tax law~~our business. However, because our coking process is dependent on coal as a raw material and ~~is expected~~the coking process generates carbon dioxide, we are limited in our ability to reduce our ~~effective tax rate for fiscal year 2018~~greenhouse gas emissions and future periods. Effective January 1, 2018, the Tax Legislation lowers the U.S. corporate tax rate from 35 percent to 21 percent and prompts various other changes to U.S. federal corporate tax law, including the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations. The tax benefit recorded in 2017 involves significant judgment and assumptions as to the impact of the Tax Legislation. Our estimated impact of the new law is based on management's current knowledge and assumptions. Recognized impacts could be ~~materially different from current estimates based on~~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 ~~actual results in fiscal year 2018~~terminals could reduce throughput and utilization of our further analysis of the new law. Because we are in the process of quantifying the impact of the Tax Legislation, we expect to record any adjustments in the next year in accordance with the guidance provided in the SEC Staff Accounting Bulletin No. 118. These adjustmentslogistics assets. Future legislation or regulation regarding climate change and greenhouse gas emissions could ~~be material. The full impact of the Tax Legislation~~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 ~~statements cannot~~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 ~~predicted~~impacted by flooding or hurricanes, disrupting our or our customers' ability to move products. Additionally, extreme cold could prevent coal delivery and unloading at ~~this time~~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 ~~we make no assurances in this regard. See Note 5~~our customers and their ability to ~~the consolidated financial statements.~~ 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 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 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.

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. 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~~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,

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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.

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 not be able to successfully implement our growth strategies or plans, and we may experience significant risks associated with future acquisitions, investments and/or ~~investments.~~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 per share.~~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.

~~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.

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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, inIn 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.

~~Our operating results have been~~We are exposed to, 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 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.~~

~~Labor disputes with the unionized portion of~~affected by, interruptions to our ~~workforce could affect us adversely. Union represented labor creates an increased risk of work stoppages~~computer and ~~higher labor costs.~~information technology systems and sophisticated cyber-attacks.

We rely ~~at one or more~~on our information technology systems and networks in connection with many of our ~~facilities, on unionized labor,~~business activities. Some of these networks and ~~there is always~~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 ~~possibility that~~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 ~~reach agreement on terms and conditions of employment~~anticipate these techniques 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,~~implement adequate preventative measures. Information technology security threats, including labor 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 officerssecurity breaches, computer malware and other ~~key employees. In addition,~~cyber-attacks are increasing in both frequency and sophistication and could create financial liability, subject us to legal or regulatory sanctions or damage our ~~future success will depend on, among~~reputation with customers, dealers, suppliers and other ~~factors, our ability~~stakeholders. We continuously seek to ~~attract~~maintain a robust program of information security 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~~controls, but a cyber-attack could have a material adverse effect on our ~~business or business prospects. With respect~~competitive position, reputation, results of operations, financial condition and cash flows. As cyber-attacks continue to ~~our represented employees,~~evolve, we may be ~~adversely impacted by the loss of employees who retire~~required to expend additional resources to continue to modify or ~~obtain other employment during a layoff~~enhance our protective measures or ~~a work stoppage.~~to investigate and remediate any information security vulnerabilities.

We ~~currently~~ are ~~and likely will be,~~or may become subject to ~~litigation,~~privacy and data protection laws, rules and directives relating to the ~~disposition~~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 ~~have~~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 ~~material adverse effect on~~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 ~~cash flows,~~business, financial ~~position or~~condition and results of operations.

~~The nature~~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 ~~operations exposes us to possible litigation claims~~long-lived assets include: the impact of a downturn in the ~~future, including disputes relating~~global economy, competition, advances in technology, adverse changes in the regulatory environment, and other factors leading 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~~reduction in expected long-term sales or profitability, or ~~cash flow in~~ a ~~particular period could be affected by an adverse ruling in any litigation currently pending~~significant decline in the ~~courts~~trading price of our common stock or ~~by litigation that may be filed against us~~market capitalization, lower future cash flows, slower industry growth rates and other changes in the ~~future. We are also subject to significant environmental and other government regulation,~~industries in which ~~sometimes results in various administrative proceedings. For additional information, see “Item 3. Legal Proceedings.”~~we or our customers operate.

Risks Related to Indebtedness

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 $700.0 million at December 31, 2017. Under the Partnership’s revolving credit agreement, the lenders could declare the loans and other amounts (including letter of credit obligations), totaling $131.9 million at December 31, 2017, to be immediately due and payable.

~~The Partnership~~SunCoke faces material debt maturities which may adversely affect our consolidated financial position.

Over the next five years, we have ~~approximately $187.3~~$150.5 million of total consolidated debt ~~maturing at SunCoke and the Partnership.~~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 our credit facilities and other debt documents.

Subject to the limits contained in our credit agreements 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;

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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 credit agreement governing our credit facilities contains 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 ~~units~~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. From time to time, we may enter into, interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.

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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.

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Risks Related to Our Cokemaking Business

If a substantial portion of our agreements to supply coke, electricity, and/or steam are modified or terminated, our cash flows, financial position, permit compliance 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 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 consolidated cash flows, financial position and results of operations.

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 December 31, 2021, with two automatic, successive five-year renewal periods, which are subject to termination if notice is given at least one-year prior to December 31, 2021. 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. Since January 1, 2014, the coke sales agreement may be terminated by AK Steel at any time on or after 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.

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Excess capacity in the global steel industry, and/or increased exports of coke from producing countries, may weaken our customers' demand for our coke and could materially and adversely affect our future revenues and profitability.

In some countries 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. Our steelmaking customers, may decrease the prices they charge for steel, or take other action, as the supply of steel increases. The profitability and financial position of our steelmaking customers may be adversely affected, causing such customers to reduce their demand for our coke and making 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. In addition, future increases in exports of coke from China and/or other coke-producing countries also may reduce our customers' demand for coke capacity. Such reduced demand for our coke could adversely affect the certainty of our long-term relationships with our customers depress coke prices, and limit our ability to enter into new, or renew existing, commercial arrangements with our customers, as well as our ability to sell excess capacity in the spot market, and could materially and adversely affect our future revenues and profitability.

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Table 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.~~Contents

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.

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 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.

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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, oven re-builds, 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.

Since the third quarter of 2015, when we implemented a plan to address deteriorating coke oven conditions and improve plant performance, and environmental compliance at our Indiana Harbor cokemaking operations, we have rebuilt more than half of the coke ovens at that facility. However, 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.

Substantially 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 these facilities will be supplied without any significant disruption in coke production, as economic, environmental, and other conditions outside of our control may reduce our ability to source sufficient amounts of coal for our forecasted operational needs. If we are not able to make up the shortfalls resulting from such supply failures through purchases of coal from other 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,

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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.

Risks Related to Our Logistics Business

The growth and success of our logistics business depends upon our ability to find and contract for adequate throughput volumes, and an extended decline in demand for coal could affect the customers for our logistics business adversely. As a consequence, the operating results and cash flows of our logistics business could be materially and adversely affected.

The financial results of our logistics business segment are significantly affected by the demand for both thermal coal and metallurgical coal. 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 logistics assets. Demand for such coals may fluctuate due to factors beyond our control:

~~Thermal coal demand~~

•

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

~~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.

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 logistics business, whether as a result of depressed commodity prices or otherwise, could result in a decline in the volume of coal processed through our logistics facilities, which would reduce our revenues and operating income.

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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 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 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 logistics business.

The geographic location of the Convent Marine Terminal could expose us to potential significant liabilities, including operational hazards and unforeseen business interruptions, that could substantially and adversely affect our future financial performance.

CMT 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, we 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.

~~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 environmental matters such as reclamation, and 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 reclamation and benefits 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, 2017, our liabilities for coal workers’ black lung benefits totaled approximately $50.3 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.

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 Partnership~~Legacy Coal Mining Business

~~We own a significant equity interest in the Partnership.~~

We own the general partner of the Partnership, which holds a 2.0 percent ownership interest and IDRs, and we currently own a 59.9 percent limited partner 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 terminals and related assets that provide handling and/or mixing services ofOur former coal and other aggregates in Louisiana and West Virginia. All of the Partnership’s coke sales, and certain of its 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 ismining operations were subject to ~~operating~~governmental regulations pertaining to employee health and ~~regulatory risks which are substantially similar to our own. The occurrence of any of these risks could directly or indirectly affect~~safety and mandated benefits for retired coal miners. Following 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~~divestiture of our ~~cash flows from the quarterly cash distributions we receive due~~coal mining operations, compliance with such regulations has continued to impose significant costs on our ~~equity ownership interest in the Partnership. If the Partnership is unable~~business.

Our former coal mining operations were subject 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 affectedstrict regulation by ~~economic, financial, competitive,~~federal, state 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

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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. 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 prior~~environmental matters such as reclamation, and to ~~or in connection~~matters such as employee health and safety and mandated benefits for retired coal miners. Even after divestiture of our coal mining business, compliance with ~~the contribution~~these 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 interests~~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 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 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 partnership~~1970. 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 IRS~~materially and the U.S. 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

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~~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 21 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.

~~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 laws~~number 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 Regulations~~claims, were ~~published in the Federal Register~~increased. 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.”


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 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, at 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 two terminals for its mixing and/or handling services along the Ohio and Big Sandy Rivers.

Approximately ~~174~~175 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~~at and around the area where our DRT coal handling terminal is located.

Approximately 2530 acres in Belle (Kanawha County), West Virginia, on which KRT has a terminal for its mixing and/or handling services along the Kanawha River.

Our corporate headquarters is located in leased office space in Lisle, Illinois under 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 ~~lease~~have 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. These ~~leases~~agreements 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 13 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, ~~2017.~~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 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 trading~~trade 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.

2017 2016
High Low High Low
First quarter $ 11.88
$ 8.04
$ 6.63
$ 2.05
Second quarter $ 11.47
$ 7.66
$ 8.19
$ 5.14
Third quarter $ 11.25
$ 8.20
$ 8.20
$ 5.52
Fourth quarter $ 12.57
$ 9.01
$ 13.14
$ 7.23

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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, ~~2012~~2014 to December 31, ~~2017.~~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 $450 million and $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 logistics operations. Accordingly, we believe the Dow Jones U.S. Iron & Steel index is appropriate for comparison purposes.

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Holders

As of February ~~9, 2018,~~14, 2020, we had a total of ~~72,020,630~~98,047,389 issued shares and ~~64,542,973~~83,738,638 outstanding shares of our common stock and had ~~11,732~~9,826 holders of record of our common stock.

Dividends

~~In 2015,~~Our Board of Directors declared the following dividends during 2019 and as of February 20, 2020:



Date Declared	Record Date	Dividend Per Share	Payment Date
November 5, 2019	November 19, 2019	$0.0600	December 2, 2019
January 29, 2020	February 18, 2020	$0.0600	March 2, 2020

Our payment of dividends in the future, if any, will be determined by our Board of Directors ~~suspended the Company's dividend. Any future dividends will be determined by the Company's Board of Directors on a quarterly basis~~ and will depend on business conditions, our financial condition, earnings, liquidity and capital requirements, covenants in our debt agreements and other factors. Any dividend program may be canceled, suspended, terminated or modified at any time at the discretion of the 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. ~~There were no~~During 2019, the Company repurchased $36.1 million of our common stock, or 6.3 million shares, ~~repurchased during 2017. At~~in the open market for an average price of $5.72.

Since December 31, ~~2017 there was $39.4~~2019, the Company has repurchased an additional $3.3 million ~~available under~~of our common stock, or 0.5 million shares, in the ~~authorized~~open market for an average share price of $6.25, resulting in the completion of this stock repurchase program.

~~Partnership Common Unit Purchase Program~~The following table summarizes the repurchases during the quarter ended December 31, 2019:

~~In April 2017,~~



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 ~~for~~to repurchase outstanding shares of the ~~Company to purchase outstanding Partnership~~Company’s common ~~units at any time and~~stock, $0.01 par value, from time to time in ~~the~~ open market ~~through~~transactions at prevailing market prices, in privately negotiated transactions, ~~block transactions,~~ or ~~otherwise~~by other means in accordance with federal securities laws, for a total aggregate cost to the Company not to exceed ~~$50.0~~$100.0 million. In July 2017, the Company's Board of Directors authorized the Company to purchase an incremental $50.0 million of Partnership common units in the open market. During 2017, the Company purchased 2,853,032 of outstanding Partnership common units in the open market for total cash payments of $48.7 million, which increased our limited partner interest in the Partnership from 53.9 percent to 59.9 percent at December 31, 2017.

Subsequent to December 31, 2017, the Company purchased an additional 132,188 of outstanding Partnership common units in the open market for total cash payments of $2.3 million, leaving a remaining common unit purchase program balance of $49.0 million as of February 15, 2018.

~~Partnership's Unit Repurchase Program~~

On July 20, 2015, the Partnership's Board of Directors authorized a program for the Partnership to repurchase up to $50.0 million of its common units. At December 31, 2017, there was $37.2 million available under the authorized unit repurchase program. There were no unit repurchases during 2017.

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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,
	2017⁽¹⁾		2016⁽¹⁾		2015⁽¹⁾			2014			2013		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	$	1,331.5	$	1,223.3	$	1,362.7		$	1,503.8		$	1,647.7	$	1,600.3		$	1,450.9	$	1,331.5	$	1,223.3	$	1,362.7
Operating income (loss)⁽²⁾	$	102.9	$	96.6	$	79.8		$	(62.4	)	$	111.3
Net income (loss)^(2)(3)(4)	$	103.5	59.5		$	10.3		$	(101.8	)	$	50.1
Net income (loss) attributable to SunCoke Energy, Inc.⁽⁴⁾⁽⁵⁾	$	122.4	$	14.4	$	(22.0	)	$	(126.1	)	$	25.0
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	$	1.90	$	0.22	$	(0.34	)	$	(1.83	)	$	0.36	$	(1.98	)	$	0.40	$	1.90	$	0.22	$	(0.34	)
Diluted	$	1.88	$	0.22	$	(0.34	)	$	(1.83	)	$	0.36	$	(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	$	2,060.1	$	2,120.9	$	2,255.5		$	1,959.7		$	2,213.3	$	1,753.8		$	2,045.3	$	2,060.1	$	2,120.9	$	2,255.5
Long-term debt	$	861.1	$	849.2	$	997.7		$	633.5		$	630.1
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 consolidated financial statements since it was acquired on August 12, 2015. CMT added combined assets of $394.6 million, $411.7 million and $426.1 million at December 31, 2017, 2016 and 2015, respectively. CMT contributed revenues of $71.1 million, $62.7 million and $28.6 million, as well as operating income of $42.3 million, $46.5 million and $18.4 million during 2017, 2016 and 2015, 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 of~~sold its ~~coal mining business to Revelation Energy, LLC of $14.7 million.~~investment in VISA SunCoke Limited ("VISA SunCoke"), resulting in a net $5.4 million loss from equity method investment. During ~~2014, we recorded total impairment charges related to our 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 charges~~which brought our investment in VISA SunCoke to zero.


~~(4)~~(3)	During 2017, the Company recorded $154.7 million of net tax benefits, $125.0 million of which were attributable to SunCoke, related to the new Tax Legislation. Additionally, during 2017, the Company recorded deferred income tax expense of $64.2 million, all of which was attributable to noncontrolling interest, related to the Final Regulations. See Note 5 to our consolidated financial statements.

~~(5)~~

On January 13, 2015 and on August 12, 2015 the Partnership acquired ownership interests in the Company's Granite City cokemaking facility of 75 percent and 23 percent, respectively. Additionally, on January 24, 2013, in conjunction with the Partnership's initial public offering, 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.

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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 ~~these~~the non-GAAP ~~measures~~measure to the most comparable GAAP ~~components,~~component, see “Non-GAAP Financial Measures” at the end of this Item and Note 1820 to our 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.

~~2017~~2019 Overview

Our consolidated results of operations in ~~2017~~2019 were as follows:


	Year Ended December 31,		Year Ended December 31, 2019
	2017		(Dollars in millions)
	(Dollars in millions)
Net income attributable to SunCoke Energy, Inc.	$	122.4
Net loss			$	(148.4	)
Net cash provided by operating activities	$	148.5	$	181.9
Adjusted EBITDA	$	234.7	$	247.9

~~During 2017, the~~The Company ~~successfully~~ delivered against ~~the majority of~~ our key ~~objectives:~~objectives in 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

~~Achieved financial objectives.~~ We delivered Adjusted EBITDA of $234.7 million, at the top end of our guidance range of $220 million to $235 million, and generated $148.5 million of operating cash flow, above our post-refinancing guidance of between $128 million and $143 million and in line with our original guidance. Domestic Coke contributed Adjusted EBITDA per ton of approximately $49, at the high-end of our guidance range of $46 to $49 per ton, on 3.9 million tons. Logistics delivered Adjusted EBITDA of $70.8 million, within our guidance range of $67 million to $72 million, reflecting the highest annual volumes in CMT’s history.

~~Refinanced our overall capital structure and deployed cash toward attractive investment opportunities.~~ We refinanced our senior note obligations at both the Company and the Partnership and extended revolver maturities by more than 4 years to nearly 7 years remaining. Our current capital structure now provides us with significant flexibility to execute our growth, operating and capital allocation priorities going forward. We also purchased 2.9 million Partnership common units for $48.7 million, increasing our limited interest from 53.9 percent to 59.9 percent. Assuming distributions per unit from the Partnership remain consistent, the Company expects to save $7 million annually on total distributions paid to public unitholders.

~~Expanded Logistics customer and product mix.~~ We secured new volumes at CMT, expanding into aggregates (crushed stone) and petroleum coke, which contributed $1.5 million of Adjusted EBITDA. We also secured barge unloading capabilities at CMT, which provide the terminal with the ability to transload and mix a significantly broader variety of materials.

~~Completed 58 oven rebuilds at Indiana Harbor.~~ We have now rebuilt a total of 144 total ovens at our Indiana Harbor facility, more than half of the entire facility, and remain encouraged by the performance in charge weights and coking times on the rebuilt ovens. As a result of lost production from planned ovens out of service and operating and maintenance expense on the oven rebuilds, we expected Adjusted EBITDA losses at Indiana Harbor of approximately $13 million in 2017. However, in the fourth quarter of 2017, planned oven rebuilds were out of service longer than anticipated. Additionally, we experienced faster than anticipated degradation of certain non-

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~~rebuilt ovens. Both of these factors drove lower production than anticipated, which resulted in additional losses of $5.5 million beyond~~consistent with our long-term debt to Adjusted EBITDA ~~guidance.~~target of 3.0 times. We believe these activities demonstrated SunCoke's financial flexibility to maximize long-term shareholder value.

•

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 ~~2018~~2020

During ~~2018,~~2020, our primary focus will be to:

~~Accomplish our 2018 financial objectives.~~ We expect to deliver Adjusted EBITDA of between $240 million and $255 million and operating cash flow of between $150 million and $165 million. Significant improvement at Indiana Harbor and solid ongoing operations across the remaining Domestic Coke fleet are expected to drive Adjusted EBITDA per ton of approximately $50 to $52 on approximately 3.9 million tons of coke. Logistics is expected to continue to grow and to deliver Adjusted EBITDA of approximately $71 million to $76 million.

~~Deliver operational excellence and optimize our asset base.~~ We will continue to work with new and existing customers to fully utilize our existing cokemaking and logistics capacity. We plan to leverage CMT's capabilities to diversify its customer base and product mix to secure new business, which we expect will contribute to our plan of securing an additional $5 million to $10 million of Adjusted EBITDA in the next two years. We also remain committed to maintaining a safe work environment and expect to substantially complete the Granite City gas sharing environmental remediation project.

~~Complete 67 oven rebuilds at Indiana Harbor.~~ We expect our Indiana Harbor cokemaking operation to deliver near break-even results on 870 thousand to 900 thousand tons of coke sales. The 2018 rebuilds are expected to cost approximately $30 million to $35 million, including capital expenditures of approximately $25 million to $30 million. Longer-term, we anticipate increased production from the rebuilt ovens and improved operating and maintenance spending as the oven rebuild campaign comes to an end.

•

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

•

Simplification Transaction. The Partnership owns our Haverhill, Middletown, and Granite City cokemaking facilities and Convent 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 2.0 percent general partner interest. The remaining 37.6 percent limited partner interest in the Partnership was held by public unitholders. 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 in 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. 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.

~~Debt Activities.~~ ~~During 2017, the Partnership refinanced its debt obligations~~The Simplification Transaction was accounted for as a non-cash equity transaction, and ~~the~~no gain or loss was recognized in our Consolidated Statements of Operations for this transaction. The Company ~~extended the maturity~~incurred transaction costs totaling $11.0 million, of ~~its Revolving Facility~~which $5.4 million were incurred by SunCoke and ~~reduced its borrowing capacity~~were capitalized as a reduction to ~~$100.0 million. As a result of the debt refinancing, 2017 included a loss on extinguishment of debt~~additional paid-in capital on the Consolidated ~~Statement of Operations of $20.4 million. See further discussion of these activities in Note 12 to our consolidated financial statements and discussion in "Liquidity and Capital Resources."~~

~~During 2016 and 2015,~~Balance Sheets. The remaining transaction costs were incurred by the Partnership ~~de-levered its balance sheet by repurchasing $89.5~~resulting in $4.9 million and ~~$47.5~~$0.4 million ~~face value 2020 Partnership Notes, resulting~~of expense included in ~~gains on debt extinguishment of $25.0 million~~selling, general and ~~$12.1 million~~administrative expenses on the Consolidated ~~Statement~~Statements of Operations ~~during 2016~~for the years ended December 31, 2019, and ~~2015,~~2018, respectively. ~~Additionally, during 2015, we contributed 98 percent~~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

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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 ~~Granite City~~the Partnership became 100 percent attributable to SunCoke and, therefore, will now be taxable to the ~~Partnership. In connection~~Company.


•	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 ~~financing, the Partnership incurred losses~~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 ~~extinguishment of debt of $11.4 million~~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 ~~2015.~~lower volumes and lower rates in 2020.

As a result of these developments, the ~~above debt activities, weighted average debt balances during 2017, 2016 and 2015 were $885.4~~Company recorded non-cash, pre-tax impairment charges to the Logistics segment on the Consolidated Statements of Operations of $247.4 million, ~~$920.2~~of which $73.5 million and $819.6 million, respectively, and interest expense, net was $60.6 million, $53.5 million and $56.2 million, respectively. The increase in interest expense, net in 2017 as compared to 2016 was driven by higher interest rates asrepresented a ~~result~~full write-down of the ~~Partnership's debt refinancing activities~~Logistics goodwill balance, as well as ~~lower capitalized interest, partially offset by lower average debt balances. The decrease~~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 ~~interest expense, net~~a $69.1 million income tax benefit in ~~2016 as compared to 2015 was the result of favorable interest rates on new debt as compared to rates on debt repurchased, partially offset by interest on higher average debt balances.~~

~~Tax Rulings.~~2019.

◦•

Tax Legislation. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Legislation”) was enacted. The Tax Legislation significantly ~~revises~~revised the U.S. corporate income tax structure, including lowering corporate income tax rates. As a result, 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 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 $4.8 million benefit on the consolidated Statements of Operations. See Note 5 to our consolidated financial statements.

◦•

~~IRS Final Regulations~~Divestiture of India Equity Method Investment. On June 27, 2018, the Company sold its 49 percent investment in VISA SunCoke Limited ("VISA SunCoke") for cash consideration of $4.0 million. Consequently, the Company 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 ~~Qualifying Income.~~ ~~In January 2017,~~ the ~~Internal Revenue Service ("IRS") announced its decision to exclude cokemaking~~Consolidated Statements of Operations. Our investment in VISA SunCoke was previously accounted for as ~~a qualifying income generating activity~~an equity method investment and was fully impaired 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. Subsequent to the 10-year transition period, certain cokemaking entities in the Partnership will become taxable as corporations. As a result, the Partnership recorded deferred income tax expense of $148.6 million to set up its initial2015.

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deferred income tax liability during 2017, primarily related to differences in the book and tax basis of fixed assets, which are expected to exist at the end of the 10-year transition period when the cokemaking operations become taxable. 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. As a result, the Final Regulations have no impact to net income attributable to the Company.

~~Terminated the Potential New Cokemaking Facility Project.~~ We continue to have regular discussions with our customers regarding their respective long-term coke requirements. However, our ability to construct a new cokemaking facility, or enter into new commercial arrangements with our coke customers, is subject to our customers' decisions with respect to their own cokemaking assets, their outlook for their coke requirements and general domestic steel industry and market conditions. Our ongoing focus is to renew our existing customers' contracts in the upcoming years.

In 2014, we finalized the required permitting and engineering plan for a potential new cokemaking facility to be constructed in Kentucky. However, in June 2017, due to our focus on renewing our existing customer contracts and the lack of any long-term customer commitment for a majority of the facility's capacity, we decided to terminate the project. As a result, during 2017, the Company wrote-off previously capitalized engineering cost and land deposits of $5.3 million. During 2016, the Company wrote-off expiring land deposits related to the project of $1.9 million. These costs were included in selling, general and administrative expenses on the Consolidated Statements of Operations.

~~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,
2017 2016 2015
(Dollars in millions)
Total revenues $ 71.1
$ 62.7
$ 28.6
Cost of products sold and operating expenses⁽¹⁾
11.9
1.3
4.7
Depreciation and amortization expense 16.8
14.8
5.4
Adjusted EBITDA 57.4
50.5
20.6


~~(1)~~	~~Includes $1.7 million and $10.1 million of favorable fair value adjustments to our contingent consideration liability in 2017 and 2016, respectively.~~

~~Redemption 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") 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 in 2016 and received the remaining $20.5 million in cash, plus interest of $0.2 million, in 2017. With the redemption of the Brazil Investment, the Company no longer receives 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 now earns 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 redemption of the investment and 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 to Revelation Energy, LLC ("Revelation"). Revelation 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 $12.8 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. Cost savings due to the absence of the coal mining operations

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~~improved Adjusted EBITDA results by $8.4 million in 2016 as compared to 2015 and an additional $2.5 million in 2017 as compared to 2016.~~

~~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 $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 related to our equity method investment in VISA SunCoke during 2015, 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 17 to our consolidated financial statements.

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Consolidated Results of Operations

The following section includes year-over-year analysis of consolidated results of operations for the ~~years~~year ended December 31, ~~2017, 2016 and 2015.~~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)						Years Ended December 31,
	2017			2016			2015			2017 vs. 2016			2016 vs. 2015			2019			2018		Increase (Decrease)
	(Dollars in millions)															(Dollars in millions)
Revenues
Sales and other operating revenue	$	1,331.5		$	1,223.3		$	1,362.7		$	108.2		$	(139.4	)	$	1,600.3		$	1,450.9	$	149.4
Costs and operating expenses
Cost of products sold and operating expenses	1,020.8			906.5			1,098.4			114.3			(191.9		)	1,277.6			1,124.5		153.1
Selling, general and administrative expenses	79.6			91.3			75.4			(11.7		)	15.9			75.8			66.1		9.7
Depreciation and amortization expense	128.2			114.2			109.1			14.0			5.1			143.8			141.6		2.2
Loss on divestiture of business and impairments⁽¹⁾	—			14.7			—			(14.7		)	14.7
Long-lived asset and goodwill impairment⁽¹⁾																247.4			—		247.4
Total costs and operating expenses	1,228.6			1,126.7			1,282.9			101.9			(156.2		)	1,744.6			1,332.2		412.4
Operating income	102.9			96.6			79.8			6.3			16.8
Operating (loss) income																(144.3		)	118.7		(263.0		)
Interest expense, net⁽¹⁾	60.6			53.5			56.2			7.1			(2.7		)	60.3			61.4		(1.1		)
Loss (gain) on extinguishment of debt, net⁽¹⁾	20.4			(25.0		)	0.5			45.4			(25.5		)
Income before income tax (benefit) expense and loss from equity method investment	21.9			68.1			23.1			(46.2		)	45.0
(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	(81.6		)	8.6			(8.8		)	(90.2		)	17.4			(54.7		)	4.6		(59.3		)
Loss from equity method investment⁽¹⁾	—			—			21.6			—			(21.6		)	—			5.4		(5.4		)
Net income	103.5			59.5			10.3			44.0			49.2
Less: Net (loss) income attributable to noncontrolling interests	(18.9		)	45.1			32.3			(64.0		)	12.8
Net income (loss) attributable to SunCoke Energy, Inc.	$	122.4		$	14.4		$	(22.0	)	$	108.0		$	36.4
Net (loss) income																(148.4		)	47.0		(195.4		)
Less: Net income attributable to noncontrolling interests																3.9			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."

Sales and Other Operating ~~Revenue.~~ ~~The increase in sales~~Revenue and Costs of Products Sold and Operating Expenses. Sales and other operating revenue and costs of products sold and operating expenses increased in ~~2017~~2019 as compared to ~~the prior year was~~2018, primarily due to the pass-through of higher coal prices ~~in our Domestic Coke segment as well as~~and higher sales volumes in our ~~Logistics segment partially~~Domestic Coke segment. These benefits were slightly offset by lower sales volumes in our ~~Domestic Coke segment. The decrease~~Logistics segment, resulting in ~~sales~~lower revenue and ~~other operating revenues in 2016 as compared to 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 Coke and Logistics segments, excluding the contributions of CMT. These decreases in 2016 were partly offset by a full year of contributions from CMT, increasing sales and other operating revenue $34.1 million as compared to 2015.

~~Cost of Products Sold and Operating Expenses.~~ The increase in cost of products sold and operating expense in 2017 was primarily due to higher coal costs associated with higher coal prices in our Domestic Coke segment as compared to 2016. The decrease in cost of products sold and operating expense in 2016 was primarily due to the result of reduced coal costs in our Domestic Coke segment as compared to 2015. Additionally, black lung charges of $9.8 million in 2015 were recorded in costs of products sold and operating expenses. Beginning in 2016, with our exit from the coal mining business, black lung charges were recorded in selling, general and administrative expenses, which resulted in a favorable impact to costmargins. Costs of products sold and operating expenses further increased in ~~2016 compared~~2019 due to ~~2015. Adjustments to~~costs associated with high water levels in our contingent consideration liability decreased cost of products sold and operating expenses by $1.7 million and $10.1 million in 2017 and 2016, respectively. See Note 17 to our consolidated financial statements.logistics business.

Selling, General and Administrative Expenses. The decrease in selling, general and administrative expense in 2017 was driven by lower employee-related and other costs, lower costs to resolve certain legal matters and lower professional service fees, which together decreased selling, general and administrative expense by $12.4 million in 2017 as compared to 2016. These benefits were partially offset by the year-over-year impact of the expiration of land deposits and the write-off of costs associated with the termination of our project for a potential new cokemaking facility previously discussed in "Items Impacting Comparability." The increase in selling, general and administrative expense in ~~2016~~2019 as compared to ~~2015 was primarily driven by $8.1 million of black lung charges in 2016, as black lung charges were included in cost of products sold~~

~~Table of Contents~~

~~and operating expenses prior to 2016, as discussed above. The remaining increase~~2018 was driven by ~~unfavorable fair value adjustments in deferred compensation as a result~~$5.5 million of ~~changes in certain performance metrics and changes in the Company’s share price and Partnership's unit price~~higher costs associated with our legacy black lung liabilities as well as costs associated with the ~~absence~~Simplification Transaction of ~~a $4.0 million postretirement benefit plan curtailment gain recognized~~$5.2 million. These increases in ~~2015.~~expense were partially offset by lower legal costs.

Depreciation and Amortization Expense. The increase in depreciation and amortization expense during ~~2017~~2019 was ~~impacted~~driven by depreciation expense on the ~~new ship loader~~completed oven rebuilds at ~~CMT~~Indiana Harbor and ~~certain environmental remediation assets~~gas sharing project at ~~our Haverhill cokemaking facility, both placed in service during the fourth quarter~~Granite City, which was partially offset by $2.8 million of ~~2016. The increase in~~lower depreciation and amortization expense in 2016 was driven by a full year of depreciation of CMT assets of $14.8 million in 2016 compared to depreciation expense of $5.4 million in 2015, as CMT was acquired in August 2015. CMT depreciation was mostly offset by lower depreciation of our coal mining assets, which decreased as a result of the ~~disposal~~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 ~~our assets in April 2016. Depreciation~~7.16 percent and ~~amortization~~7.09 percent, respectively. Interest expense in ~~each year was also impacted by revisions to~~2019 reflects the ~~remaining useful lives~~impact of ~~certain assets, primarily related to certain assets in our Domestic Coke segment and~~lower debt balances as the ~~closure~~Company extinguished approximately $58 million of ~~our former coal preparation plant, which resulted in additional depreciation~~debt during 2019.

Table of ~~$22.4 million, $13.7 million and $15.1 million, or $0.35, $0.17 and $0.21 per common share from operations, during 2017, 2016 and 2015, respectively.~~Contents

Income Taxes. ~~Income~~ The income tax benefit recorded was ~~$81.6 million and $8.8~~$54.7 million in ~~2017 and 2015, respectively,~~2019, while ~~2016~~2018 had an income tax expense of ~~$8.6~~$4.6 million. The periods presented are not comparable as ~~2017~~2019 included ~~net impacts~~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 8.0 percent during 2019 and 2018, respectively. The change in our effective tax rate reflects the ~~Company’s deferred tax expense~~impact of ~~$64.2 million associated with~~ the ~~Final Regulations~~Simplification Transaction as well as the ~~$154.7~~absence of a $4.8 million ~~tax benefit related to the Tax Legislation, both previously discussed~~favorable valuation allowance adjustment recorded in 2018. See "Items Impacting ~~Comparability." Additionally, the income tax benefit recorded in 2015 related to the insolvency of a subsidiary. See Note 5 to the consolidated financial statements.~~Comparability" for additional discussion.

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. The following table provides details into net income (loss) attributable to noncontrolling interest.

Years Ended December 31
2017 2016 2015
Net (loss) income attributable to the Partnership's common public unitholders'⁽¹⁾⁽²⁾
$ (13.5 ) $ 46.1
$ 34.1
Net loss attributable to third-party interest in our Indiana Harbor cokemaking facility⁽³⁾
(5.4 ) (1.0 ) (1.8 )
Net (loss) income attributable to noncontrolling interest $ (18.9 ) $ 45.1
$ 32.3



	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 ~~the year ended December 31, 2017~~2019 as compared to ~~2016 was primarily~~2018 is due to the ~~impacts of the IRS Final Regulations,~~Simplification Transaction, which ~~resulted in the Partnership becoming taxable at the end of the 10-year transition period, as well as the Partnership's loss~~closed on ~~extinguishment of debt in 2017 and the absence of the Partnership's gain on extinguishment of debt in 2016. These impacts~~June 28, 2019, whereby all publicly held units were ~~partially offset~~acquired by ~~the Tax Legislation in 2017, which lowered corporate income tax rates. See "Items Impacting Comparability" for further discussion.~~


~~(2)~~	The increase during the year ended December 31, 2016 as compared to 2015 was primarily due to the Partnership's gain on extinguishment of debt due to its de-levering activities previously described in "Items Impacting Comparability."SunCoke.

~~(3)~~(2) The ~~decrease~~increase during ~~the year ended December 31, 2017~~2019 as compared to ~~2016 was primarily~~2018 is due to improved profitability at Indiana Harbor driven by ~~lower~~higher volumes and ~~higher operating and maintenance spending as a result of ovens out of service associated with~~improved performance from the ~~Indiana Harbor oven rebuild initiative.~~rebuilt ovens.

Results of Reportable Business Segments

We report our business results through three 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.;~~

facility.

Logistics consists of Convent Marine Terminal ("CMT"), located in Convent, Louisiana, Kanawha River ~~Terminals, LLC~~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") ~~providing handling and/or~~

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~~mixing services~~, located 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.

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 activity from our legacy coal mining ~~business, which was historically presented as a reportable segment. Prior year periods have been recasted to reflect current presentation.~~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 Note 1820 to our consolidated financial statements.

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Segment Operating Data

The following table sets forth financial and operating data by segment for the years ended December 31, ~~2017, 2016~~2019 and ~~2015:~~2018:


	Years Ended December 31,									Increase (Decrease)						Years Ended December 31,
	2017			2016			2015			2017 vs. 2016			2016 vs. 2015			2019			2018			Increase (Decrease)
	(Dollars in millions, except per ton amounts)															(Dollars in millions, except per ton amounts)
Sales and other operating revenue:
Domestic Coke	$	1,195.0		$	1,097.6		$	1,244.1		$	97.4		$	(146.5	)	$	1,489.1		$	1,308.3		$	180.8
Brazil Coke	43.4			39.5			43.4			3.9			(3.9		)	38.4			40.4			(2.0		)
Logistics	93.1			84.7			60.8			8.4			23.9			72.8			102.2			(29.4		)
Logistics intersegment sales	23.8			23.2			20.4			0.6			2.8			26.3			24.5			1.8
Corporate and Other⁽¹⁾	—			1.5			14.4			(1.5		)	(12.9		)
Corporate and Other intersegment sales⁽¹⁾	—			22.0			101.0			(22.0		)	(79.0		)
Elimination of intersegment sales	(23.8		)	(45.2		)	(121.4		)	21.4			76.2			(26.3		)	(24.5		)	(1.8		)
Total sales and other operating revenue	$	1,331.5		$	1,223.3		$	1,362.7		$	108.2		$	(139.4	)	$	1,600.3		$	1,450.9		$	149.4
Adjusted EBITDA⁽²⁾:
Adjusted EBITDA⁽¹⁾:
Domestic Coke	$	188.9		$	193.9		$	210.1		$	(5.0	)	$	(16.2	)	$	226.7		$	207.9		$	18.8
Brazil Coke	18.2			16.2			22.4			2.0			(6.2		)	16.0			18.4			(2.4		)
Logistics	70.8			63.9			38.0			6.9			25.9			42.6			72.6			(30.0		)
Corporate and Other, including legacy costs, net⁽³⁾	(43.2		)	(57.0		)	(85.1		)	13.8			28.1
Corporate and Other, including legacy costs, net⁽²⁾																(37.4		)	(35.7		)	(1.7		)
Adjusted EBITDA	$	234.7		$	217.0		$	185.4		$	17.7		$	31.6		$	247.9		$	263.2		$	(15.3	)
Coke Operating Data:
Domestic Coke capacity utilization (%)	91			93			97			(2		)	(4		)	98			95			3
Domestic Coke production volumes (thousands of tons)	3,861			3,954			4,122			(93		)	(168		)	4,168			4,016			152
Domestic Coke sales volumes (thousands of tons)	3,851			3,956			4,115			(105		)	(159		)	4,171			4,033			138
Domestic Coke Adjusted EBITDA per ton⁽⁴⁾	$	49.05		$	49.01		$	51.06		$	0.04		$	(2.05	)
Domestic Coke Adjusted EBITDA per ton⁽³⁾																$	54.35		$	51.55		2.80
Brazilian Coke production—operated facility (thousands of tons)	1,761			1,741			1,760			20			(19		)	1,641			1,768			(127		)
Logistics Operating Data:
Tons handled (thousands of tons)⁽⁵⁾	21,616			18,569			18,864			3,047			(295		)
CMT take-or-pay shortfall tons (thousands of tons)⁽⁶⁾	2,918			6,076			1,291			(3,158		)	4,785
Tons handled (thousands of tons)⁽⁴⁾																21,053			26,605			(5,552		)


(1)	~~Corporate and Other revenues are related to our legacy coal mining business.~~


~~(2)~~	See Note 1820 in our consolidated financial statements for both the definition of Adjusted EBITDA and the ~~reconciliations~~reconciliation from GAAP to the non-GAAP measurement for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015.~~2017.


~~(3)~~(2)	Corporate and Other includes the activity from our legacy coal mining business, which incurred Adjusted EBITDA losses of ~~$10.5 million, $15.0~~$11.2 million and ~~$40.9~~$9.8 million for the years ended December 31, ~~2017, 2016~~2019 and ~~2015,~~2018, respectively.


~~(4)~~(3)	Reflects Domestic Coke Adjusted EBITDA divided by Domestic Coke sales volumes.


~~(5)~~(4)	Reflects inbound tons handled during the period.


~~(6)~~	~~Reflects tons billed under take-or-pay contracts where services were not performed.~~

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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						Sales and other operating revenue			Adjusted EBITDA
	2017 vs. 2016			2016 vs. 2015			2017 vs. 2016			2016 vs. 2015			2019 vs. 2018			2019 vs. 2018
	(Dollars in millions)												(Dollars in millions)
Beginning	$	1,097.6		$	1,244.1		$	193.9		$	210.1		$	1,308.3		$	207.9
Volumes⁽¹⁾	(23.8		)	(35.9		)	(2.5		)	(7.5		)	33.9			6.5
Coal cost recovery and yields⁽²⁾	118.8			(103.6		)	7.1			(8.8		)	149.3			1.3
Operating and maintenance costs⁽³⁾	1.0			2.3			(15.6		)	14.0			1.4			10.6
Transportation costs shifted from Coal Mining segment⁽⁴⁾	—			—			—			(5.5		)
Haverhill turbine failure⁽⁵⁾	0.9			(0.9		)	3.5			(3.5		)
Energy and other	0.5			(8.4		)	2.5			(4.9		)	(3.8		)	0.4
Ending	$	1,195.0		$	1,097.6		$	188.9		$	193.9		$	1,489.1		$	226.7


(1)	~~In both 2016 and 2017,~~Sales volumes ~~were negatively impacted by the ongoing oven rebuild initiative at Indiana Harbor as well as a decrease~~increased 138 thousand tons in ~~volumes~~2019, primarily due to ~~AK Steel, for which AK Steel provided make whole payments.~~

~~(2)~~

Revenues and the impact of coal-to-coke yields on Adjusted EBITDA move directionally with changes in coal prices, which were increasing in 2017 and decreasing in 2016. Additionally, our oven rebuilds at Indiana Harbor, which began in late 2015, negatively impacted coal-to-coke yields in 2016 as compared to 2015. As the oven rebuilds have continued in 2017, the impact on coal-to-coke yield gains in 2017 was comparable to 2016.


~~(3)~~	~~Higher~~improved operating and maintenance costs in 2017 as compared to 2016 was driven by an increase in the number of oven rebuilds at Indiana Harbor. Operating and maintenance savings in 2016 as compared to 2015 was primarily a result of a cost rationalization initiative completed in 2016performance at Indiana Harbor.

~~(4)~~(2)

~~In 2016,~~The increase in revenues reflects the ~~divestiture~~pass through of ~~the~~higher coal mining business and the transition to a 100 percent purchased third-party coal model resulted in a shift of coal transportation costs from our former Coal Mining segment to our Jewell cokemaking facility of approximately $5.5 million. This shift of costs had no impact on consolidated Adjusted EBITDA.prices.


~~(5)~~(3)	~~In October 2016,~~Adjusted EBITDA benefited in the ~~Partnership sustained a turbine failure at its Haverhill II facility,~~current year period from the ~~impact~~absence of certain outage work, which ~~was partially mitigated by insurance recoveries. The Haverhill II turbine was fully restored~~adversely impacted Adjusted EBITDA in ~~January 2017.~~2018.

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Logistics

The following table explains year-over-year changes in our Logistics segment's sales and other operating revenues and Adjusted EBITDA results:

Sales and other operating revenue, inclusive of intersegment sales Adjusted EBITDA
2017 vs. 2016 2016 vs. 2015 2017 vs. 2016 2016 vs. 2015
(Dollars in millions)
Beginning $ 107.9
$ 81.2
$ 63.9
$ 38.0
Acquisition of CMT⁽¹⁾
—
34.1
—
29.9
Creation of DRT⁽²⁾
—
3.9
—
0.7
Transloading volumes⁽³⁾
3.1
(10.5 ) 2.4
(5.6 )
Price/margin impact of mix in transloading services⁽⁴⁾
3.0
(1.4 ) 3.0
—
Operating and maintenance costs and other 2.9
0.6
1.5
0.9
Ending $ 116.9
$ 107.9
$ 70.8
$ 63.9



	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 services	3.2			3.2
Other⁽²⁾	(2.7		)	(6.7		)
Ending	$	99.1		$	42.6

(1)

~~Comparability between 2016~~Lower volumes were due to the decline in thermal coal export pricing, which adversely impacted certain logistics customers and ~~2015 was impacted by~~contributed to the ~~acquisition~~bankruptcy of ~~CMT on August 12, 2015. Both 2016~~Murray and ~~2017 reflect a full year~~the rejection of ~~CMT results.~~its take-or-pay contract with us. Consequently, no take-or-pay revenues related to Murray volume shortfalls were recorded in 2019. See "Items Impacting Comparability" for additional details.


(2)	~~Comparability between 2016 and 2015 was impacted by the formation of DRT in early 2016. Both 2016 and 2017 reflect a full year of DRT results.~~


~~(3)~~	CMT achieved record volumes in 2017, which included $1.0 million of new merchant business. Transloading volumes decreased at KRT and Lake Terminal in both 2016 and 2017, driven by challenging market conditions in both the thermal and metallurgical coal markets.


~~(4)~~	~~The contractual price escalation for transloading services provided to certain customers at CMT in 2017 primarily drove the increase in both revenue and~~ Adjusted EBITDA ~~in 2017 as compared to 2016.~~was negatively affected by increased mooring costs resulting from high water levels throughout 2019.

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Brazil Coke

~~2017 compared to 2016~~

Sales and other operating revenue increased $3.9 million, or 9.9 percent, to $43.4 million in 2017 compared to $39.5 million in 2016. The increase in sales and other operating revenue was primarily due to $1.8 million of favorable translation adjustments as well as higher reimbursement of operating and maintenance costs of $1.1 million. The remaining increase of $1.0 million was primarily due to higher volumes, including higher production bonuses received from our customer in the current year for meeting certain volume targets beyond what was produced in the prior year.

Adjusted EBITDA increased $2.0 million, or 12.3 percent, to $18.2 million in 2017 compared to $16.2 million in 2016. The increase was primarily driven by higher volumes, including higher production bonuses as described above and favorable translation adjustments.

~~2016 compared to 2015~~

Sales and other operating revenue decreased ~~$3.9~~$2.0 million, or ~~9.0~~5.0 percent, to ~~$39.5~~$38.4 million in ~~2016~~2019 compared to ~~$43.4~~$40.4 million in ~~2015. The decrease~~2018, due to lower volumes at our customer's request, which also resulted in sales and other operating revenue 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. Higher reimbursement of operating and maintenance costs favorably impacted sales and other operating revenue $2.0 million compared to 2015. The remaining decrease was primarily related to unfavorable translation adjustments.lower production bonuses.

Adjusted EBITDA decreased ~~$6.2~~$2.4 million, or ~~27.7~~13.0 percent, to ~~$16.2~~$16.0 million in ~~2016~~2019 compared to ~~$22.4~~$18.4 million in 2015. The decrease in Adjusted EBITDA was primarily driven by the absence of our $9.5 million preferred annual dividend, as described above, net of the $5.1 million additional licensing fees. The remaining decrease was primarily related2018, due to ~~unfavorable translation adjustments.~~lower volumes and lower production bonuses discussed above.

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Corporate and Other

~~2017 compared to 2016~~

Corporate and Other ~~Adjusted EBITDA results,~~expenses, which include costs related to our legacy coal mining business, ~~improved $13.8~~increased $1.7 million, or ~~24.2~~4.8 percent, to ~~losses of $43.2~~$37.4 million in ~~2017~~2019 as compared to ~~losses of $57.0~~$35.7 million in 2016. The improvement includes a $4.5 million period-over-period benefit associated with the absence of our legacy coal mining business, which was disposed of in April 2016. The current year period also benefited from $4.6 million of lower employee-related and other costs and the $2.2 million favorable impact of period-over-period, mark-to-market adjustments in deferred compensation driven by changes in the Company's share price and the Partnership's unit price. The remaining improvement2018. This increase was driven by ~~lower~~$5.5 million of higher costs ~~incurred to resolve certain legal matters as compared to the prior year period.~~

~~2016 compared to 2015~~

~~Corporate and Other revenues, inclusive of intersegment sales, were $23.5 million and $115.4 million for 2016 and 2015, respectively, and represented revenues from~~associated with our legacy ~~coal mining business, which was disposed of~~black lung liabilities further discussed in ~~April 2016.~~

Corporate and Other Adjusted EBITDA results, which include activity from our legacy coal mining business, improved $28.1 million, or 33.0 percent, to losses of $57.0 million in 2016 as compared to losses of $85.1 million in 2015. The improvement includes a $25.9 million year-over-year benefit associated with the absence of our legacy coal mining business, which was disposed of in April 2016. The Company also 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 2016 as compared to the prior year period. These improvements were partially"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 certain performance metrics and changes in the Company's share price and the Partnership's unit price.lower legal costs.

Liquidity and Capital Resources

Our primary liquidity needs are to ~~finance the~~ fund of working capital, fund investments, service our debt, maintain cash reserves and ~~replacement of~~replace partially or fully depreciated assets and other capital expenditures. Our sources of liquidity include cash generated from operations, borrowings under our revolving credit facility 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 2022.~~ As of December 31, ~~2017, together with the Partnership,~~2019, we had ~~$120.2~~$97.1 million of cash and cash equivalents and ~~$226.6~~$244.5 million of borrowing availability under our ~~credit facilities.~~

~~Debt Refinancing~~

During 2017, the Partnership refinanced its debt obligations and received $693.7 million of proceeds, net of a net discount of $6.3 million, from the issuance of $700.0 million of 7.5 percent 2025 Partnership Notes. The Partnership also increased the Partnership Revolver's capacity to $285.0 million and extended its maturity date to May 2022. Additionally, the Company extended the Revolving Facility's maturity date to May 2022 and reduced its capacity to $100.0 million. In connection with the refinancing and revolver amendments, the Company and the Partnership incurred debt issuance costs of $17.6 million.

The Partnership used the proceeds described above to purchase and redeem all of its 2020 Partnership Notes, including principal of $463.0 million and a premium of $18.7 million, repay the $50.0 million outstanding on the Partnership Term Loan, repay the $112.6 million outstanding on the Partnership's Promissory Note and reduce the Partnership Revolver outstanding balance by $42.0 million.

~~As a result of the debt refinancing activities and the timing of these activities, consolidated interest expense, net is expected to increase by approximately $3 million in 2018 compared to 2017.~~

~~See further discussion of these debt activities in Note 12 to our consolidated financial statements.~~

~~Table of Contents~~

~~Covenants~~

As of December 31, 2017, the Company and the Partnership were in compliance with all 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 12 to the consolidated financial statements for details on debt covenants.

~~Credit Rating~~

In May 2017, Moody's Investor Services ("Moody's") upgraded the Company's corporate family rating to B1 from B2, in connection with the refinancing of the Partnership's capital structure. The rating upgrade reflects the improved steel market fundamentals and the strengthened financial position of our customers as well as de-leveraging undertaken by the Company and Partnership in the past 24 months.

~~Distributions~~

On January 22, 2018, the Partnership's Board of Directors declared a quarterly cash distribution of $0.5940 per unit. This distribution will be paid on March 1, 2018 to unitholders of record on February 15, 2018.

~~Partnership Common Unit Purchase Program~~

In April 2017, the Company's Board of Directors authorized a program for the Company to purchase outstanding Partnership common units 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 $50.0 million. In July 2017, the Company's Board of Directors authorized the Company to purchase an incremental $50.0 million of Partnership common units in the open market. During 2017, the Company purchased 2,853,032 of outstanding Partnership common units in the open market for total cash payments of $48.7 million, which increased our limited partner interest in the Partnership from 53.9 percent to 59.9 percent at December 31, 2017.

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, ~~2017, 2016~~2019 and ~~2015:~~2018:


	Years Ended December 31,									Years Ended December 31,
	2017			2016			2015			2019			2018
	(Dollars in millions)									(Dollars in millions)
Net cash provided by operating activities	$	148.5		$	219.1		$	141.1		$	181.9		$	185.8
Net cash used in investing activities	(54.6		)	(36.2		)	(285.2		)	(109.8		)	(95.8		)
Net cash (used in) provided by financing activities	(107.7		)	(172.3		)	128.5
Net cash used in financing activities										(120.7		)	(64.5		)
Net (decrease) increase in cash and cash equivalents	$	(13.8	)	$	10.6		$	(15.6	)	$	(48.6	)	$	25.5

Cash Provided by Operating Activities

Net cash provided by operating activities decreased ~~by $70.6~~$3.9 million to $181.9 million in ~~2017~~2019 as compared to ~~2016.~~2018. The ~~decrease~~absence of take-or-pay revenues from Murray was ~~primarily driven~~mostly offset by the ~~unfavorable~~improved operating performance of our 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, of which approximately $47 million was due to fluctuating coal prices and inventory levels. Further contributing to the decrease in operating cash flows were higher cash interest payments of $10.6 million during 2017 as compared to 2016 due primarily ~~to changes in~~driven by the timing of interest payments as a result of the Partnership refinancing its debt obligations. Additionally, income tax payments, net were $5.8 million in the current period as compared to income tax refunds, net of $2.3 million in 2016 and compensation-related benefit payments were higher in 2017 as compared to 2016.

Net cash provided by operating activities increased by $78.0 million in 2016 as compared to 2015 partially due to the full year benefit 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 2015 as well as timing of payments for coal purchases in ~~2015 provided additional operating cash flow~~the fourth quarter of ~~approximately $23 million in 2016. Lower operating costs due to the divestiture of~~2019.

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~~the coal mining business during 2016 also contributed to the increase in operating cash flow as compared to 2015. Additionally, 2015 was adversely impacted by coal severance payments of $11.5 million.~~

Cash Used in Investing Activities

Net cash used in investing activities increased ~~$18.4~~$14.0 million to ~~$54.6~~$109.8 million in ~~2017~~2019 as compared to ~~2016.~~2018. The ~~increase is primarily due to~~current year period included higher capital spending ~~on the Indiana Harbor oven rebuild initiative and the environmental remediation project at Granite City during 2017~~of $9.8 million as compared to ~~2016. This increase was partially offset by~~ the ~~$12.8 million payment related to the divestiture of the coal mining business in 2016.~~

~~Net cash used in investing activities decreased $249.0 million to $36.2 million in 2016 as compared to 2015. The decrease~~prior year, which is primarily ~~due~~the 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~~$4.0 million of ~~previously restricted~~ cash ~~and relieved~~received for 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~~sale of the ~~redemption of its Brazil Investment during 2016. These cash inflows were more than offset by~~India equity method investment in 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.prior year period.

Cash ~~(Used in) Provided by~~Used in Financing Activities

Net cash used in financing activities was ~~$107.7~~$120.7 million in ~~2017, and was primarily related to~~2019. In 2019, the ~~Company's acquisition~~Company reduced total debt by $58.5 million for total cash payments of ~~outstanding Partnership common units for a total payment of $48.7~~$55.1 million and also paid $2.1 million of related debt issuance costs. Additionally, the ~~Partnership's distribution payment to public unitholders~~Company repurchased shares for total cash payments of ~~$47.0 million. Additionally, during 2017,~~$36.3 million under the ~~Partnership refinanced its debt obligations, for which the Partnership made repayments~~repurchase program discussed in Item 5 of ~~debt, net of proceeds, of $13.1 million. See Note 12~~Part II to our consolidated financial statements ~~for further discussion~~and paid dividends to stockholders of ~~debt activities.~~$5.1 million. The Partnership made distribution payments to public unitholders of $14.2 million prior to the Simplification Transaction, and the Company made payments of $5.1 million in connection with the Simplification Transaction.

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Net cash used in financing activities was ~~$172.3~~$64.5 million in ~~2016,~~2018, and was primarily ~~in connection with~~related to the Partnership's de-levering activities, for which the Partnership and the Company made repayments of debt, net of proceeds from the sale-leaseback arrangement, of $121.5 million. Additionally, during 2016, the Partnership paid distributionsdistribution payments to public unitholders of ~~$49.4~~$31.9 million, repayments on the Partnership's Revolver of $25.0 million, the Company's purchase of outstanding Partnership common units for $4.2 million and repayments on the Financing Obligation of $2.6 million.

~~Net~~Dividends

On November 5, 2019, SunCoke's Board of Directors declared a cash ~~provided by financing activities was $128.5 million in 2015, and was primarily in connection with the Granite City Dropdown and the acquisition~~dividend of ~~CMT. The proceeds from the issuance~~$0.06 per share of the ~~related~~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 $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, 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 ~~net~~covenants. We do not anticipate a violation of ~~repayments were $249.4 million. These net cash inflows were partially offset by return~~these covenants nor do we anticipate that any of ~~investments~~these covenants will restrict our operations or our ability to ~~shareholders and unitholders, including dividends and distributions~~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 ~~$71.3 million and equity repurchases~~BB- (stable). Additionally, in May 2019, Moody’s Investors Service reaffirmed our corporate family rating of ~~$48.5 million.~~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 logistics service agreement and on which we expect to earn a reasonable return.

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The following table summarizes ongoing, environmental remediation project and expansion capital expenditures:

Years Ended December 31,
2017 2016 2015
(Dollars in millions)
Ongoing capital⁽¹⁾
$ 54.7
$ 39.8
$ 45.9
Environmental remediation project⁽²⁾
19.4
7.8
20.9
Expansion capital:⁽³⁾

CMT ship loader⁽⁴⁾
1.1
13.5
4.6
Other capital expansion 0.4
2.6
4.4
Total expansion capital 1.5
16.1
9.0
Total capital expenditures $ 75.6
$ 63.7
$ 75.8



	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 ~~$29.7 million, $14.0~~$34.8 million and ~~$12.1~~$33.6 million of capital expenditures in connection with ~~our current~~the oven rebuild initiative at our Indiana Harbor facility ~~which began in 2015,~~ for the years ended December 31, ~~2017, 2016~~2019 and ~~2015,~~2018, respectively.


(2)	Includes ~~$1.1 million, $2.7~~$2.3 million and ~~$2.9~~$3.2 million of interest capitalized in connection with the ~~environmental~~Granite City gas sharing ~~projects~~project for the years ended December 31, ~~2017, 2016~~2019 and ~~2015,~~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 ~~2018,~~2020, we expect our capital expenditures to be ~~approximately $95~~between $70 million ~~which is comprised of the following:~~ and $80 million.

Total ongoing capital expenditures of approximately $59 million, of which approximately $25 million will be spent at the Partnership and approximately $25 million to $30 million will be spent on the Indiana Harbor oven rebuild project.

Total capital expenditures on environmental remediation projects of approximately $35 million, all of which will be spent at the Partnership, including the cash payments for certain work performed in 2017; and

~~Total expansion capital of approximately $1 million in our Logistics segment.~~

We anticipate spending approximately $145 million on 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 $111 million, including $7 million spent by the Company prior to the formation of the Partnership, 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 and the dropdowns of ownership interest in Haverhill, Middletown and Granite City are to be used to fund $119 million of these environmental remediation projects. Pursuant to the omnibus agreement, the Company will reimburse the Partnership approximately $20 million for the estimated additional spending beyond what has previously been funded.

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Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, ~~2017:~~2019:


			Payment Due Dates										Payment Due Dates
	Total		2018		2019-2020		2021-2022		Thereafter		Total		2020		2021-2022		2023-2024		Thereafter
	(Dollars in millions)										(Dollars in millions)
Total borrowings:⁽¹⁾
Principal	$	887.3	$	2.6	$	54.7	$	130.0	$	700.0	$	800.5	$	2.9	$	4.3	$	143.3	$	650.0
Interest	422.2		61.9		118.7		112.5		129.1		291.6		54.6		108.5		106.2		22.3
Operating leases⁽²⁾	9.3		3.1		3.8		1.3		1.1		14.1		2.3		3.9		2.6		5.3
Purchase obligations:
Coal⁽⁴⁾⁽³⁾	584.4		527.6		56.8		—		—		671.3		671.3		—		—		—
Transportation and coal handling⁽⁵⁾⁽⁴⁾	216.8		38.6		61.9		49.2		67.1		75.5		27.5		17.8		13.6		16.6
Other⁽⁶⁾	11.1		2.5		3.8		3.0		1.8
Other⁽⁵⁾											7.5		2.4		3.3		1.8		—
Total	$	2,131.1	$	636.3	$	299.7	$	296.0	$	899.1	$	1,860.5	$	761.0	$	137.8	$	267.5	$	694.2

(1)

At December 31, ~~2017,~~2019, debt consists of ~~$700.0~~$650.0 million of 2025 ~~Partnership~~Senior Notes, ~~$44.6~~$7.2 million of ~~2019 Company Notes, $12.7 million of Partnership~~ Financing Obligation and ~~$130.0~~$143.3 million of ~~Partnership Revolver.~~Revolving Facility. Projected interest costs on variable rate instruments were calculated using market rates at December 31, ~~2017.~~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, ~~2017. We estimate these~~2019. These contracts ~~to be~~were approximately ~~$94~~$30 million of ~~additional~~ purchase obligations ~~in 2018~~ and ~~expect these to be~~were finalized in the first quarter of ~~2018.~~2020.


(4)	~~Our Jewell cokemaking facility has a five-year coal procurement contract with minimum volume requirements that set pricing annually. Projected purchase obligations were calculated using 2018 pricing.~~


~~(5)~~	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.


~~(6)~~(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 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 12 to the consolidated financial statements as well as ~~operating~~short-term leases ~~disclosed~~discussed in Note 1314 to the consolidated financial statements. WeAdditionally, we had outstanding surety bonds with third parties of approximately ~~$24~~$23 million as of December 31, ~~2017~~2019 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, ~~regulation~~regulations 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 ~~the~~our 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) accounting for impairments of goodwill and 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.

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 ~~the~~a reporting unit to below its carrying value. ~~We perform~~Goodwill allocated to our ~~annual goodwill impairment test~~Logistics segment was zero and $73.5 million at December 31, 2019 and December 31, 2018, respectively.

A 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 ~~comparing~~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 the events discussed above could more likely than not reduce the fair value of the ~~reporting unit with its carrying amount. We would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.~~

~~The~~ Logistics reporting unit ~~had a goodwill~~below its carrying value, ~~of $73.5 million~~requiring SunCoke to perform its annual goodwill test as of ~~December 31, 2017.~~September 30, 2019. The ~~goodwill analysis as of October 1~~^st ~~resulted in the~~ fair value of the Logistics reporting unit, which was determined based on a discounted cash flow analysis, ~~exceeding its~~did not exceed the carrying value ~~by approximately 25 percent. A significant portion~~ of ~~our logistics business holds long-term, take-or-pay contracts with Murray American Coal Inc. ("Murray") and Foresight Energy LLC ("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 a ~~14 percent~~ discount rate of 12 percent, representing the estimated weighted average cost of capital for this business line. ~~The use~~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 different assumptions, estimates or judgments, such as the estimated future cash flows of 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 value~~full 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 and Long-Lived Assets~~

~~Intangible~~Long-lived assets are ~~primarily~~comprised 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.~~

~~Finite-lived intangible and long-lived~~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 ~~finite-lived intangible and~~ 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 ~~finite-lived and~~ long-lived assets may not be readily

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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 facility~~logistics customers' events discussed above, CMT's long-lived assets, including customer contracts, customer relationships, permits and properties, plant and equipment, were ~~negative during 2017, driven by~~also 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 2017 and concluded that our projected~~existing long-term take-or-pay contracts. The resulting undiscounted cash flows ~~associated with the facility~~ were ~~approximately 45 percent, or substantially in excess, of~~lower than the carrying value of ~~our~~the 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 continue~~was determined to ~~closely monitor~~be $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 if~~reduced 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~~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 impairment on the Consolidated Statements of Operations, all of which was attributable to ~~recoverability~~the Logistics segment. The charge included an impairment of CMT's long-lived intangible assets ~~at that location could change.~~ and property, plants and equipment of $113.3 million and $60.6 million, respectively.

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 calculate the present value of the estimated black lung liability annually based on actuarial models utilizing our population of former coal 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 liabilities:

December 31,
2017 2016
Discount rate (percent)⁽¹⁾
3.3 % 3.7 %
Active claims 351
349
Estimated black lung liability (dollars in millions)⁽²⁾
$ 50.3
$ 50.2



	December 31,
	2019			2018
Discount rate⁽¹⁾	2.9		%	4.0		%
Active claims	324			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 ~~2017.~~2019.

(2) The current portion of the black lung liability was ~~$5.4~~$4.6 million and ~~$4.8~~$4.5 million at December 31, ~~2017~~2019 and ~~2016,~~2018, respectively, and was included in accrued liabilities on the Consolidated Balance Sheets.

The following table summarizes annual black lung payments and expense:


	Years Ended December 31,						Years Ended December 31,
	2017		2016		2015		2019		2018		2017
	(dollars in millions)						(Dollars in millions)
Payments	$	7.4	$	7.8	$	3.8	$	5.2	$	6.3	$	7.4
Expense(1)	$	7.5	$	8.1	$	9.8	$	10.9	$	5.4	$	7.5

~~taxable.~~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 ~~have~~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 ~~Legislation~~Cuts and Jobs Act ("Tax Legislation") was enacted. The Tax Legislation significantly ~~revises~~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 ~~provides~~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

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were no other significant changes to previous estimates and amounts recorded in 2017 relating to this Tax Legislation. These benefits were primarily due to the $169.0 million impact resulting from the remeasurement of U.S. deferred income tax liabilities and assets at the lower enacted corporate tax rates. Based on information currently available, the Company has recorded a provisional income tax expense of $14.3 million for a valuation allowance against $19.0 million of foreign tax credit carryforwards that the Company believes will not be realized prior to their expiration as a result of the Tax Legislation. The final impact of the Tax Legislation may differ from the estimate recorded this period, possibly materially, due to changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the Tax Legislation.

(3)

~~Excludes the 2017 impact of the Final Regulations on qualifying income discussed above. No~~NaN income tax expense is reflected in the Consolidated Statements of Operations for income attributable to noncontrolling interests in ~~partnership entities.~~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.


(4)	In 2017, the Company recorded a valuation allowance as a result of changes in future state allocation assumptions.

~~(5)~~

On December 22, 2014, SunCoke executed 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 reversal 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, resulting 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.

~~Table of Contents~~

The tax effects of temporary differences that comprise the net deferred income tax liability from operations are as follows:


	December 31,						December 31,
	2017			2016			2019			2018
	(Dollars in millions)						(Dollars in millions)
Deferred tax assets:
Retirement benefit liabilities	$	7.1		$	12.2		$	6.4		$	6.4
Black lung benefit liabilities	11.6			18.9			12.8			11.3
Share-based compensation	6.1			8.6			4.7			6.4
Federal tax credit carryforward⁽¹⁾	23.2			23.2			20.5			21.5
Foreign tax credit carryforward⁽²⁾	19.0			14.0			14.4			15.9
Federal net operating loss(3)	2.5			17.2			1.6			—
State tax credit carryforward, net of federal income tax effects⁽³⁾	4.0			5.5
State net operating loss carryforward, net of federal income tax effects⁽⁴⁾	13.9			8.4
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⁾							13.6			13.5
Other liabilities not yet deductible	4.3			7.8			4.4			4.9
Total deferred tax assets	91.7			115.8			85.2			84.1
Less valuation allowance⁽⁵⁾	(26.2		)	(5.9		)
Less: valuation allowance⁽⁷⁾							(20.9		)	(20.7		)
Deferred tax asset, net	65.5			109.9			64.3			63.4
Deferred tax liabilities:
Properties, plants and equipment⁽⁶⁾	(114.9		)	(0.3		)
Investment in partnerships⁽⁶⁾	(208.4		)	(462.1		)
Properties, plants and equipment							(17.9		)	(111.5		)
Investment in partnerships							(194.0		)	(206.6		)
Total deferred tax liabilities	(323.3		)	(462.4		)	(211.9		)	(318.1		)
Net deferred tax liability	$	(257.8	)	$	(352.5	)	$	(147.6	)	$	(254.7	)


(1)	Federal tax credit carryforward expires in 2032 through ~~2033.~~2034.


(2)	Foreign tax credit carryforward expires in ~~2022~~2024 through ~~2027.~~2029.


(3)	Federal net operating loss 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 ~~2017~~2020 through 2022.


~~(4)~~(6)	State net operating loss carryforward, net of federal income tax effects expires in ~~2017~~2023 through ~~2035.~~2037.


~~(5)~~(7)	Primarily related to state tax credit ~~carryforward~~ and ~~the $14.3~~net operating loss carryforwards and an $11.4 million allowance against the foreign tax credit ~~carryforward as a result of the Tax Legislation in 2017.~~


~~(6)~~	~~As a result of the Final Regulations discussed above, deferred tax liabilities associated with properties, plants and equipment increased and investment in partnerships decreased.~~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, ~~2014~~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.

There were no0 uncertain tax positions at December 31, ~~2017~~2019 and ~~2016,~~2018, and there were no0 associated interest or penalties recognized ~~during~~for the years ended December 31, ~~2017, 2016 and 2015.~~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.

~~Table of Contents~~

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
Coke	8.1		8.6
Materials, supplies and other	44.5		41.9
Total inventories	$	147.0	$	110.4

December 31,
2017 2016
(Dollars in millions)
Coal $ 61.4
$ 49.4
Coke 12.3
7.7
Materials, supplies and other 37.3
35.4
Total inventories $ 111.0
$ 92.5

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 equipment	147.9			218.3
Land and land improvements	106.0			119.7
Construction-in-progress	29.5			72.7
Other	42.3			39.9
Gross investment, at cost	2,293.9			2,326.9
Less: accumulated depreciation	(903.7		)	(855.8		)
Total properties, plants and equipment, net	$	1,390.2		$	1,471.1

December 31,
2017 2016
(Dollars in millions)
Coke and energy plant, machinery and equipment⁽¹⁾
$ 1,812.0
$ 1,767.1
Logistics plant, machinery and equipment 216.2
214.4
Land and land improvements 118.7
118.7
Construction-in-progress 51.9
33.4
Other 35.7
34.9
Gross investment, at cost 2,234.5
2,168.5
Less: Accumulated depreciation⁽²⁾
(733.2 ) (625.9 )
Total properties, plants and equipment, net $ 1,501.3
$ 1,542.6


~~(1)~~	Includes assets, consisting mainly of coke and energy plant, machinery and equipment, with a gross investment totaling $1,337.3 million and $1,281.5 million and accumulated depreciation of $475.8 million and $410.4 million at December 31, 2017 and December 31, 2016, respectively, which are subject to long-term contracts to sell coke and are deemed to contain operating leases.

8. Goodwill and Other Intangible Assets

A 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 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.

Impairment of Goodwill

The Company concluded the impact of the events discussed above could more likely than not reduce the fair value of the Logistics 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, did not exceed the carrying value of the reporting unit. Key assumptions in our goodwill impairment test included reduced forecasted volumes and reduced rates from Foresight, no further business from Murray, incremental merchant business and a 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, ~~2017~~2019 and ~~2016~~December 31, 2018 and changes in the carrying amount of goodwill during the fiscal year ended December 31, ~~2016~~2019 are shown below. There were no changes in the carrying amount of goodwill during the fiscal year ended December 31, ~~2017:~~

2018.

Domestic Coke Logistics Total
(Dollars in millions)
Net balance at December 31, 2015 $ 3.4
$ 67.7
$ 71.1
Adjustments⁽¹⁾
—
5.8
5.8
Net balance at December 31, 2016 and 2017 $ 3.4
$ 73.5
$ 76.9



	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

~~(1)~~

During 2016, the Partnership recorded an adjustment to correct an error in the acquisition date fair value of the contingent consideration liability, which increased the contingent consideration liability and goodwill balance by $6.4 million. See Note 17. Additionally, a working capital adjustment to the acquisition date fair value of the acquired net assets decreased

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 Company re-evaluated its projections for throughput volumes, pricing and customer performance against the existing long-term take-or-pay contracts. The resulting undiscounted cash flows were lower than the carrying value of the asset group. Therefore, the Company assessed the fair value of the asset group to measure the amount ~~of the purchase price allocated to goodwill by $0.6 million.~~

~~Table of Contents~~

~~The Company performed its annual goodwill impairment test as of October 1, 2017, with no indication~~ of impairment. The fair value of the ~~Logistics reporting unit, which~~CMT long-lived assets was determined to be $112.1 million based on a discounted cash ~~flow analysis, exceeded~~flows, asset replacement cost and adjustments for capacity utilization, which are considered Level 3 inputs in the ~~carrying~~fair value ~~of the reporting unit by approximately 25 percent. A significant portion of our logistics business holds long-term, take-or-pay contracts with Murray and Foresight.~~hierarchy as defined in Note 18. 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,~~discounted cash flows included reduced forecasted volumes and reduced rates from Foresight, no further business from Murray, incremental merchant business and a ~~14 percent~~ discount rate of 11 percent, representing the estimated weighted average cost of capital for this ~~business line.~~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 the Consolidated Statements of Operations, all of which was attributable to the Logistics segment. The ~~use~~charge included an impairment of different assumptions, estimates or judgments, such as the estimated future cash flows of Logistics and 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 in the discount rate would not have reduced the fair value of the reporting unit below its carrying value. 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 andCMT'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 and~~other intangible assets, net ~~intangible asset balances~~were as ~~of December 31, 2017 and December 31, 2016:~~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 contracts	1	$	7.7	$	7.2	$	0.5	$	31.7	$	17.7	$	14.0
Customer relationships	5	6.7		3.9		2.8		28.7		7.5		21.2
Permits	23	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, 2017 December 31, 2016
Weighted - Average Remaining Amortization Years Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net
(Dollars in millions)
Customer contracts 5 $ 31.7
$ 13.8
$ 17.9
$ 31.7
$ 9.9
$ 21.8
Customer relationships 14 28.7
5.7
23.0
28.7
3.8
24.9
Permits 25 139.0
12.2
126.8
139.0
7.1
131.9
Trade name 1 1.2
1.0
0.2
1.2
0.8
0.4
Total $ 200.6
$ 32.7
$ 167.9
$ 200.6
$ 21.6
$ 179.0

The permits above represent the environmental and operational permits required to operate a coal export terminal in accordance with the U.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. We 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 ~~3.4~~1.4 years.

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Total amortization expense for intangible assets subject to amortization was $8.8 million, $11.1 million ~~$11.2 million~~ and ~~$5.1~~$11.1 million for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015,~~2017, respectively. Based on the carrying value of finite-lived intangible assets as of December 31, ~~2017,~~2019, we estimate amortization expense for each of the next five years as follows:



	(Dollars in millions)
2020	$	2.4
2021	2.0
2022	2.0
2023	2.0
2024	1.8
Thereafter	24.5
Total	$	34.7

(Dollars in millions)
2018 $ 11.0
2019 10.9
2020 10.7
2021 10.3
2022 10.3
Thereafter 114.7
Total $ 167.9

~~Table of Contents~~

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 ~~related~~relate 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 December 31, 2015	$	22.2
Liabilities settled	(0.7		)
Accretion expense⁽¹⁾	1.1
Disposal of coal mining liabilities⁽²⁾	(9.4		)
Revisions in estimated cash flows	0.7
Balance at December 31, 2016	$	13.9
				2019			2018
Asset retirement obligation at beginning of year				$	14.6		$	14.0
Liabilities settled	(0.7		)	(1.2		)	(0.4		)
Accretion expense⁽¹⁾	1.0			1.0			0.9
Revisions in estimated cash flows	(0.2		)	0.9			0.1
Balance at December 31, 2017	$	14.0
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)	~~In 2016, the Company completed the disposal of its coal mining business to Revelation who assumed a substantial~~The current portion of ~~our mining reclamation obligations.~~asset retirement obligation liabilities, which totaled $0.9 million at December 31, 2019, is classified in accrued liabilities on the Consolidated Balance Sheets.

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, 2017 and 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. 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 in 2015, respectively, which represented accelerated amortization of prior service credits previously recorded in accumulated other comprehensive income.

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~~Defined~~Postretirement benefit ~~plan~~plans expense 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 losses	0.6			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,
2017 2016 2015
(Dollars in millions)
Interest cost on benefit obligations $ —
$ —
$ 0.7
Expected return on plan assets —
—
(0.7 )
Settlement loss —
—
12.6
Amortization of:
Actuarial losses —
—
0.5
Total expense $ —
$ —
$ 13.1

Postretirement benefit plans expense ~~(benefit) consisted of the following components:~~

Years Ended December 31,
2017 2016 2015
(Dollars in millions)
Interest cost on benefit obligations $ 1.1
$ 1.3
$ 1.3
Amortization of:
Actuarial losses 0.9
0.7
0.8
Prior service benefit (0.7 ) (0.7 ) (1.2 )
Curtailment gain —
—
(4.1 )
Total expense (benefit) $ 1.3
$ 1.3
$ (3.2 )

~~Amortization of actuarial losses and prior service benefit for 2018 is estimated to be $0.6 million and $0.7 million, respectively, for the postretirement benefit plans.~~

~~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 postretirement benefit plans ~~expense (benefit):~~expense:



	December 31,
	2019		2018		2017
Discount rate	4.00	%	3.35	%	3.65	%

Postretirement Benefit Plans
2017 2016 2015
Discount Rate 3.65 % 3.80 % 3.45 %

~~Table of Contents~~

The following amounts were recognized as components of other comprehensive income (loss) before related tax ~~impacts for the years ended December 31, 2017, 2016 and 2015:~~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
2017 2016 2015 2017 2016 2015
(Dollars in millions)
Reclassifications to earnings of:
Actuarial loss amortization $ —
$ —
$ 0.5
$ 0.9
$ 0.7
$ 0.8
Prior service benefit amortization —
—
—
(0.7 ) (0.7 ) (1.2 )
Curtailment gain —
—
—
—
—
(4.1 )
Settlement loss —
—
12.6
—
—
—
Retirement benefit plan funded status
adjustments:

Actuarial gains (losses) —
—
0.9
(1.1 ) (1.8 ) (1.4 )
Prior service (cost) benefit⁽¹⁾
—
—
—
—
1.5
—
$ —
$ —

$ 14.0
$ (0.9 ) $ (0.3 ) $ (5.9 )

~~(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 table sets forth the components of the changes in benefit ~~obligations during 2017 and 2016:~~obligations:



	Years Ended December 31,
	2019			2018
	(Dollars in millions)
Benefit obligation at beginning of year	$	28.2		$	31.3
Interest cost	1.1			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

Postretirement
Benefit Plans
2017 2016
(Dollars in millions)
Benefit obligation at beginning of year $ 32.3
$ 34.8
Interest cost 1.1
1.3
Actuarial losses 1.1
1.8
Plan amendments⁽¹⁾
—
(1.5 )
Benefits paid (3.2 ) (4.1 )
Benefit obligation at end of year⁽²⁾
$ 31.3
$ 32.3

(1)

~~Effective January 1, 2017, a plan change occurred resulting~~The 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.

(2) Represents retirement benefit liabilities, including current portion, on the Consolidated Balance Sheets. The current portion of retirement liabilities, which totaled $3.1 million and $3.3 million at December 31, 2017 and 2016, respectively, is classified in accrued liabilities on the Consolidated Balance Sheets.

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The following table sets forth the cumulative amounts not yet recognized in net ~~income~~ (loss) ~~at December 31, 2017 and 2016:~~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
2017 2016
(Dollars in millions)
Cumulative amounts not yet recognized in net income:
Actuarial losses $ 11.8
$ 11.6
Prior service benefits (3.4 ) (4.1 )
Accumulated other comprehensive loss (before related tax benefit) $ 8.4
$ 7.5

The expected benefit payments through ~~2026~~2029 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:
2018 $ 3.1
2019 3.0
2020 2.9
2021 2.8
2022 2.6
2023 through 2026 10.1

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, 2017 and 2016, respectively (in percentages):~~obligation:



	December 31,
	2019		2018
Discount rate	2.90	%	4.00	%

Postretirement
Benefit Plans
2017 2016
Discount rate 3.35 % 3.65 %

The health care cost trend assumption used at both December 31, ~~2017,~~2019 and 2018 to compute the accumulated postretirement benefit obligation for the postretirement benefit plans was 6.50 percent, ~~(6.50 percent at December 31, 2016),~~ which is assumed to decline gradually to 5.00 percent in ~~2025~~2026 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, 2017 and 2016.

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 ~~$6.4~~$6.8 million, ~~$5.6~~$6.5 million and ~~$6.5~~$6.4 million for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015,~~2017, respectively.

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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 obligation	2.9		3.0
Other taxes payable	9.9		9.1
Current portion of black lung liability	4.6		4.5
Other	7.9		7.8
Total accrued liabilities	$	47.0	$	45.6

December 31,
2017 2016
(Dollars in millions)
Accrued benefits $ 21.3
$ 21.4
Current portion of postretirement benefit obligation 3.1
3.3
Other taxes payable 10.5
10.4
Current portion of black lung liability 5.4
4.8
Accrued legal 5.6
4.4
Other 7.3
5.5
Total accrued liabilities $ 53.2
$ 49.8

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 obligation	2.9			3.9
Total long-term debt and financing obligation	$	780.0		$	834.5

December 31,
2017
2016
(Dollars in millions)
7.500 percent senior notes, due 2025 ("2025 Partnership Notes") $ 700.0
$ —
7.375 percent senior notes, due 2020 (''2020 Partnership Notes'') —
463.0
7.625 percent senior notes, due 2019 ("2019 Notes") 44.6
44.6
Partnership's term loan, due 2019 ("Partnership Term Loan") —
50.0
SunCoke's revolving credit facility, due 2022 ("Revolving Facility") —
—
Partnership's revolving credit facility, due 2022 and 2019, respectively ("Partnership Revolver") 130.0
172.0
Partnership's promissory note payable, due 2021 ("Promissory Note") —
113.2
5.82 percent financing obligation, due 2021 ("Partnership Financing Obligation") 12.7
15.2
Total borrowings $ 887.3
$ 858.0
(Discount) premium (5.9 ) 7.5
Debt issuance costs (17.7 ) (11.4 )
Total debt and financing obligation $ 863.7
$ 854.1
Less: current portion of long-term debt and financing obligation 2.6
4.9
Total long-term debt and financing obligation $ 861.1
$ 849.2

~~Issuance of~~ 2025 ~~Partnership~~Senior Notes

The Partnership issued $630.0 million aggregate principal amount of senior notes in May 2017 and an additional $70.0 million aggregate principal amount of senior notes in December 2017 with an interest rate of 7.5 percent due in May 2025. The Partnership received proceeds of $693.7 million, net of a net discount of $6.3 million during 2017. The Partnership incurred debt issuance costs related to this transaction of $12.9 million. The 2025 ~~Partnership~~Senior Notes ~~are~~were the 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 unconditional parent guarantee of these obligations. As of January 1, 2020, the Partnership merged with and ~~are guaranteed on a~~into SunCoke Energy Partners Finance Corp. ("Finance Corp"), at which time the 2025 Senior Notes became the senior unsecured ~~basis by each~~obligations of Finance Corp, which is a wholly-owned subsidiary of the ~~Partnership’s existing~~Company. Subsequently, Finance Corp and SunCoke entered into a supplemental indenture relating to the 2025 Senior Notes to acknowledge the merger and clarify certain ~~future subsidiaries.~~terms of the indenture. Interest on the 2025 ~~Partnership~~Senior Notes is payable semi-annually in cash in arrears on June 15 and December 15 of each ~~year, which commenced on December 15, 2017.~~year.

The ~~Partnership~~Company may redeem some or all of the 2025 ~~Partnership~~Senior Notes at any time on or after June 15, 2020 at specified redemption prices plus accrued and unpaid interest, if any, to the redemption date. Before June 15, 2020, and following certain equity offerings, the ~~Partnership~~Company also may redeem up to 35 percent of the 2025 ~~Partnership~~Senior Notes at a price equal to 107.5 percent of the principal amount, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to June 15, 2020, the ~~Partnership~~Company may redeem some or all of the 2025 ~~Partnership~~Senior Notes at a price equal to 100 percent of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium. During the third quarter of 2019, the Company repurchased $50.0 million face value of outstanding 2025 Senior Notes for $46.6 million of cash payments, resulting in a gain on extinguishment of debt on the Consolidated Statements of Operations of $2.2 million, net of the write-off of unamortized debt issuance costs and original issue discount.

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The ~~Partnership~~Company is obligated to offer to purchase all or a portion of the 2025 ~~Partnership~~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 ~~Partnership~~Senior Notes ~~contains~~contain covenants that, among other things, limit the ~~Partnership’s~~Company's ability and the ability of certain ~~of the Partnership’s~~ 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.

~~Purchase, Redemption and Repayment of Partnership Debt~~

During 2017, the Partnership used the proceeds from the issuance of the 2025 Partnership Notes to purchase and redeem all of its 2020 Partnership Notes, including principal of $463.0 million and a premium of $18.7 million, repay the $50.0 million outstanding on the Partnership Term Loan, repay the $112.6 million outstanding on the Partnership's Promissory Note and reduce the Partnership Revolver outstanding balance by $42.0 million. As a result of the debt extinguishment, the Partnership recorded a loss on extinguishment of debt on the Consolidated Statement of Operations of $19.2 million, which included the premium paid and a write-off of unamortized debt issuance costs of $7.1 million partly offset by a write-off of unamortized premiums of $6.6 million.

~~Partnership Financing Obligation~~

In 2016, the Partnership entered into a sale-leaseback arrangement of certain coke and logistics equipment. 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 financing obligation is guaranteed by the Partnership.

~~Redemption of 2019 Notes~~

The 2019 Notes are the Company’s senior unsecured obligations and are guaranteed on a senior unsecured basis by each of the Company’s existing and future subsidiaries that guarantees the Company’s credit facilities. The Company may redeem some or all of their notes at specified redemption prices. If the Company sells certain of its assets or experiences specific kinds of changes in control, subject to certain exceptions, the Company must offer to purchase their notes.

On January 11, 2018, the Company redeemed all of its outstanding 2019 Notes for $46.1 million, which included accrued and unpaid interest of $1.5 million. The Company funded the redemption with a term loan in the aggregate principal amount of $45.0 million maturing on May 24, 2022 under the Company’s existing Amended and Restated Credit Agreement. Borrowings under the term loan will bear interest, at the Company’s option, at either (i) a base rate plus an applicable margin or (ii) LIBOR plus an applicable margin. The applicable margin is based on the Company's consolidated leverage ratio, as defined in the Credit Agreement.

Revolving Facility

The proceeds of any borrowings made under the Revolving Facility can be used to finance 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.

~~In February 2017,~~On August 5, 2019, the Company ~~extended~~amended and restated the ~~maturity of its~~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 ~~to December 2018 and reduced~~also replaced the 2022 Revolving Facility. With proceeds from the Revolving Facility, the Company repaid the outstanding Partnership Revolver balance of $100.0 million as well as its ~~capacity by $25.0 million to $125.0 million, resulting in additional debt issuance costs of $0.6~~outstanding Term Loan for $43.3 million. ~~Additionally,~~As a result, the Company recorded a loss on extinguishment of debt on the Consolidated ~~Statement~~Statements of Operations of ~~$0.1~~$0.7 million for the year ended December 31, 2019, representing a write-off of unamortized debt issuance ~~costs, during 2017.~~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.

In May 2017, the Company amended and restated its Revolving Facility, which extended its maturity date from December 2018 to May 2022 and reduced its capacity to $100.0 million, resulting in debt issuance costs of $1.1 million. Additionally, the Company recorded a loss on extinguishment of debt on the Consolidated Statement of Operations of $0.3 million, representing a write-off of unamortized debt issuance costs, during 2017. As of December 31, ~~2017,~~2019, the Revolving Facility had letters of credit outstanding of ~~$26.5~~$12.2 million and no$143.3 million outstanding balance, leaving ~~$73.5~~$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 balance. Commitment fees are based on the unused portion of the Revolving Facility at a rate of ~~0.4~~0.25 percent.

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Borrowings under the Revolving Facility bear interest, at ~~SunCoke Energy’s~~SunCoke’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 175 basis points.~~1.0 percent. The spread is subject to change based on ~~the Company's~~SunCoke's consolidated leverage ratio, as defined in the credit agreement. The weighted-average interest rate for borrowings outstanding under the ~~Credit Agreement~~Revolving Facility was ~~2.8 percent and 2.3~~3.9 percent during ~~2016 and 2015, respectively.~~ 2019.

There were no0 borrowings under the 2022 Revolving Facility during 2019, 2018 or 2017.

Partnership Revolver

~~The proceeds of any~~Prior to the Revolver Refinancing described above, borrowings ~~made~~ under the Partnership Revolver can be used to finance working capital needs, acquisitions, capital expenditures and for other general corporate purposes. The Partnership Revolver provides total aggregate commitments from lenders of $285.0 million and up to $200.0 million uncommitted incremental revolving capacity. The obligations 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.

In May 2017, the Partnership amended and restated the Partnership Revolver, which increased the Partnership's capacity from $250.0 million to $285.0 million and extended the maturity from May 2019 to May 2022. In connection with the amendments to the Partnership Revolver, the Partnership incurred debt issuance costs of $3.0 million and recorded a loss on extinguishment of debt on the Consolidated Statement of Operations of $0.8 million, representing a write-off of unamortized debt issuance costs, during 2017.

As of December 31, 2017, the Partnership had $1.9 million of letters of credit outstanding and an outstanding balance of $130.0 million, leaving $153.1 million available. Commitment fees are based on the unused portion of the Partnership Revolverbore interest at ~~a rate of 0.4 percent.~~

~~The Partnership Revolver borrowings bear interest at~~either (i) a variable rate of LIBOR plus 250 basis points or (ii) an ~~alternative base rate~~ABR plus 150 basis 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 5.3 percent, 4.8 percent and 3.8 percent ~~3.3~~during 2019, 2018 and 2017, respectively.

Financing Obligation

The Company's sale-leaseback arrangement of certain coke and logistics equipment has an initial lease period of 60 months and an early buyout option after 48 months to purchase the equipment at 34.5 percent ~~and 2.9 percent during 2017, 2016 and 2015, respectively.~~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 financing obligation is guaranteed by the Partnership.

Covenants

Under the terms of the Revolving Facility, the Company is subject to a maximum consolidated leverage ratio of ~~3.25:~~4.50:1.00 and a minimum consolidated interest coverage ratio of ~~2.75:~~2.50:1.00. Under the terms of the Partnership's credit agreement, the Partnership is subject to a maximum consolidated leverage ratio of 4.5:1.0 prior to June 30, 2020 and 4.0:1.0 after June 30, 2020 and a minimum consolidated interest coverage ratio of 2.5:1.0. The ~~Company and Partnership's credit agreement~~Company'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.

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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 ~~and Partnership Revolver~~ could be declared immediately due and payable. The Company ~~and the Partnership have~~has a cross default provision that applies to our indebtedness having a principal amount in excess of $35 million.

As of December 31, ~~2017,~~2019, the Company ~~and the Partnership were~~was in compliance with all 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.

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Maturities

As of December 31, ~~2017,~~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	—
2024	143.3
2025-Thereafter	650.0
Total	$	800.5

(Dollars in Millions)⁽¹⁾
2018 $ 2.6
2019⁽²⁾
47.4
2020 7.3
2021 —
2022 130.0
2023-Thereafter 700.0
Total $ 887.3


(1)	~~Assumes~~This $4.3 million may be paid in 2020 should the ~~Partnership Financing Obligation~~Company choose to exercise its early buyout option ~~is exercised in 2020.~~


~~(2)~~	~~As previously disclosed,~~on the ~~2019 Notes were repaid in January 2018 with the proceeds of a new term loan due in May 2022.~~Financing Obligation.

13. Commitments and Contingent Liabilities

~~Lease obligations~~Legal Matters

The Company, as lessee, has noncancelable operating leases for land, office space, equipment and railcars. Total rental expense was $7.3 million, $8.7 million and $8.5 million in 2017, 2016 and 2015, 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:
2018 $ 3.1
2019 2.4
2020 1.4
2021 0.9
2022 0.3
2023-Thereafter 1.1
Total $ 9.2

~~Legal Matters~~

SunCoke Energy is party to an omnibus agreement, pursuant to which we have agreed to indemnify the Partnership for costs and expenses related to remediation of certain identified environmental matters in existence prior to the Partnership's initial public offering on January 24, 2013 ("IPO") at the Partnership’s Haverhill and Middletown facilities and certain identified environmental matters in existence prior to the Granite City Dropdown at the Partnership's Granite City facility. However, under the terms of the omnibus agreement, SunCoke Energy is not obligated to indemnify the Partnership for any new environmental matters coming into existence after the IPO at the Partnership’s Haverhill and Middletown facilities, or any new environmental matters coming into existence after the Granite City Dropdown at the Partnership's Granite City facility.

~~The U.S. Environmental Protection Agency ("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 working~~worked 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 ~~includes~~included 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. AnIn the third quarter of 2018, the Court entered an amendment ~~was lodged in federal court in February 2018 and is~~

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~~undergoing review. The amendment provides~~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.~~

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 $145~~spent $151.5 million related to these environmental projects of which we have spent approximately $111 million to date, including $7 million spent by the Company prior to the formation of the Partnership. 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 and subsequent dropdowns are expected to be used to fund $119 million of these environmental remediation projects. Pursuant to the omnibus agreement, the Company will reimburse the Partnership approximately $20 million for the estimated additional spending beyond what has previously been funded. 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 order 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 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, 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.

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The EPA, IDEM, SunCoke Energy and Cokenergy, ~~LLC. have~~LLC met regularly since those discussions commenced ~~and continued to meet regularly in 2017~~ to reach a settlement of the NOVs and FOVs. Capital projects were underway during this time to address items that would be included in conjunction with a ~~settlement of the NOVs/FOVs.~~settlement. A ~~Consent Decree~~consent decree among the parties was ~~lodged in~~entered by the federal district court in ~~January 2018 and is undergoing review.~~the Northern District of Indiana during the fourth quarter of 2018. The settlement includes a $2.5 million civil penalty ~~payment, which is included~~that was paid in ~~accrued liabilities on~~ the ~~Consolidated Balance Sheets as~~fourth quarter of ~~December 31, 2017.~~2018. Further, the settlement consists of capital projects ~~already underway~~that were completed during the fourth quarter of 2019 to improve reliability and environmental performance of the coke ovens at the facility.

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 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.

Black Lung Benefit Liabilities

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The following table summarizes discount rates utilized, active claims and the total ~~estimated~~ black lung liabilities:

December 31,
2017 2016
Discount rate (percent)⁽¹⁾
3.3 % 3.7 %
Active claims 351
349
Estimated black lung liability (dollars in millions)⁽²⁾
$ 50.3
$ 50.2



	December 31,
	2019			2018
Discount rate⁽¹⁾	2.9		%	4.0		%
Active claims	324			345
Total black lung liability (dollars in millions)⁽²⁾	$	55.1		$	49.4

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

Years Ended December 31,
2017 2016 2015
(dollars in millions)
Payments $ 7.4
$ 7.8
$ 3.8
Expense $ 7.5
$ 8.1
$ 9.8

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14. Leases

The Company leases land, office space, equipment, railcars and locomotives. Arrangements are assessed at inception to determine if a lease exists and, with the adoption 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 the period they are incurred. Additionally, the Company has elected to account for lease and nonlease 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 lease term from one month to 50 years. The impact of lease renewals or terminations are included in the 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 assets	Deferred charges and other assets	$	12.4

Operating lease liabilities:
Current operating lease liabilities	Accrued liabilities	$	1.9
Noncurrent operating lease liabilities	Other deferred credits and liabilities	9.8
Total operating lease liabilities		$	11.7

The weighted average remaining lease term and weighted average discount rate were as follows:



	December 31, 2019
Weighted average remaining lease term of operating leases	7.9 years
Weighted average discount rate of operating leases	4.8	%

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Supplemental cash flow information related to 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
2021	2.2
2022	1.7
2023	1.3
2024	1.3
2025-Thereafter	5.3
Total lease payments	14.1
Less: imputed interest	2.4
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
2020	1.1
2021	1.0
2022	0.5
2023	0.1
2024-Thereafter	0.7
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, 2018 and 2017. Upon adoption of ASC 842, "Leases," in 2019, these long-term contracts to sell coke were no longer deemed to contain operating leases.

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15. Accumulated Other Comprehensive Loss

The following tables set forth the changes in the balance of accumulated other comprehensive ~~income (loss),~~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, 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 )
Other comprehensive loss before reclassifications —
(0.5 ) (0.5 )
Amounts reclassified from accumulated other comprehensive loss 0.2
—
0.2
Retirement benefit plans funded status adjustment (0.8 ) —
(0.8 )
Net current period other comprehensive loss (0.6 ) (0.5 ) (1.1 )
At December 31, 2017 $ (5.4 ) $ (14.7 ) $ (20.1 )


(1)	AsThese accumulated currency translation losses were recognized into income as a result of the ~~Tax Legislation, the Company revalued its deferred tax asset for~~sale of our ~~postretirement benefit plan for the impact of lower income tax rates, the impact of which was reclassified from retained earnings to accumulated other comprehensive loss.~~equity method investment in VISA SunCoke.

The tax benefit associated with the Company's benefit plans as of December 31, ~~2017~~2019 and ~~2016~~2018 was $3$2.1 million and ~~$2.7~~$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.

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The increase (decrease) on net income due to reclassification adjustments from accumulated other comprehensive ~~(income) loss~~income were as ~~follows:~~follows⁽¹⁾:

December 31,
2017 2016 2015
(Dollars in millions)
Amortization of benefit plans to net income:
Actuarial loss $ (0.9 ) $ (0.7 ) $ (1.3 )
Prior service benefit 0.7
0.7
1.2
Curtailment gain —
—
4.1
Settlement loss —
—
(12.6 )
Total before taxes (0.2 ) —
(8.6 )
Income tax cost (benefit) —
—
3.4
Total, net of tax $ (0.2 ) $ —
$ (5.2 )



	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.

~~15.~~16. Share-Based Compensation

Equity Classified Awards

~~Effective July 13, 2011, SunCoke Energy’s Board of Directors approved the~~The 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.

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.~~basis for updates to the probability of achievement. The market metrics of equity awards are not remeasured. The total cost is recognized over the requisite service period. Award forfeitures are accounted for as they occur.

Stock Options

The Company granted the following stock options during the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015,~~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 grant	267,897	$	9.87	$	4.09
2018 grant	78,447	$	10.49	$	5.38
2017 grant	157,196	$	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:
2017 grant 157,196
$ 10.29
$ 5.32
2016 March grant 90,925
$ 6.03
$ 2.78
2016 February grant 95,001
$ 3.80
$ 1.71
2015 grant 593,976
$ 16.33
$ 4.87
Performance based options:
2017 grant 80,595
$ 9.85
$ 5.17
2016 March grant 90,925
$ 6.03
$ 2.42
2016 February grant 58,448
$ 3.80
$ 1.06

~~Table of Contents~~

~~The stock options vest in three equal annual installments beginning one year from the date of grant.~~(1) In order to become exercisable, the performance based options ~~also require~~required the closing price of the Company's common stock to reach or exceed $14.78 per share for the 2017 grants ~~and $9.50 per share for the February and March 2016 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 ~~February and March 2016 grants met~~stock options vest in three equal annual installments beginning one year from the ~~required stock price performance during 2016.~~date of grant. 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, ~~2017, 2016~~2019, 2018 and ~~2015~~2017 was based on using the following weighted-average assumptions:



	Years Ended December 31,
	2019		2018		2017
Risk free interest rate	2	%	3	%	2	%
Expected term	6 years		6 years		6 years
Volatility	53	%	52	%	53	%
Dividend yield	2	%	—	%	—	%

Years Ended December 31,
2017 2016 2015
Risk free interest rate 2.11 % 1.25 % 1.66 %
Expected term 6 years
5 years
5 years
Volatility 53 % 52 % 36 %
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, ~~2017~~2019 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, 2018	2,885,788		$	15.46	4.8	$	2.1
Granted	267,897		$	9.87
Exercised	—		$	—
Forfeited	(16,854	)	$	16.29
Outstanding at December 31, 2019	3,136,831		$	15.02	4.3	$	0.3
Exercisable at December 31, 2019	2,742,311		$	15.70	3.4	$	0.3
Expected to vest at December 31, 2019	394,520		$	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, 2016 2,923,668
$ 15.69
6.3 $ 2.2
Granted 237,791
$ 10.14

Exercised (10,252 ) $ 9.66

Forfeited (5,092 ) $ 20.70

Outstanding at December 31, 2017 3,146,115
$ 15.31
5.6 $ 2.8
Exercisable at December 31, 2017 2,530,129
$ 16.64
4.8 $ 0.7
Expected to vest at December 31, 2017 615,986
$ 9.87
8.4 $ 2.1

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 2018 and 2017 was $0.8 million and ~~2015 was~~ $0.3 million, ~~and $0.1 million,~~ respectively. NoThere were 0 stock options ~~were~~ exercised during ~~2016.~~2019.

Restricted Stock Units

The Company granted the following restricted stock units ("RSUs") during the years ended December 31, ~~2017~~2019, 2018 and ~~2015:~~2017:



	Shares	Weighted Average Grant-Date Fair Value		Grant Date Fair Value
				(Dollars in millions)
2019 grants	136,425	$	9.87	$	1.3
2018 grants	32,128	$	10.49	$	0.3
2017 grants	22,628	$	9.85	$	0.2

Shares Weighted Average Grant-Date Fair Value Grant Date Fair Value
(Dollars in millions)
2017 grants 22,628
$ 9.85
$ 0.2
2015 grants 297,514
$ 14.51
$ 4.3

~~No RSUs were granted during 2016.~~ The RSUs vest in ~~three~~3 annual installments beginning one year from the date of grant.

~~Table of Contents~~

The following table summarizes information with respect to RSUs outstanding as of December 31, ~~2017~~2019 and RSU activity during the fiscal year then ended:



	Number of RSUs		Weighted Average Grant- Date Fair Value
Nonvested at December 31, 2018	47,213		$	10.29
Granted	136,425		$	9.87
Vested	(18,254	)	$	10.23
Forfeited	—		$	—
Nonvested at December 31, 2019	165,384		$	9.95

Number of
RSUs Weighted
Average Grant-
Date Fair Value
Nonvested at December 31, 2016 224,940
$ 16.18
Granted 22,628
$ 9.85
Vested (135,522 ) $ 17.22
Forfeited (5,649 ) $ 11.47
Nonvested at December 31, 2017 106,397
$ 13.53

Total grant date fair value of RSUs vested was $0.2 million, $1.2 million and $2.3 million ~~$3.7 million~~during 2019, 2018 and ~~$4.6 million during~~ 2017, ~~2016 and 2015,~~ respectively.

Performance Share Units

The Company grants 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.

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The Company granted the following PSUs during the ~~year~~years ended December 31, 2019, 2018 and 2017:



	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

Shares Fair Value per Share Grant Date Fair Value
(Dollars in millions)
2017 grant 385,758
$ 11.61
$ 4.5
(1) The service period for the 2019 and 2018 PSUs ends on December 31, 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 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.

The PSU ~~grant was~~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 Nasdaq Iron & Steel Index ("TSR Modifier"). The TSR Modifier can impact the payout ~~between~~(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 ~~zero~~0 and 250 percent of the original units granted. The fair value of the PSUs granted ~~during 2017~~ is based on the closing price of our common stock on the date of grant as well as a Monte Carlo simulation for the valuation of the TSR Modifier. ~~In February 2017, the Company granted~~ ~~237,610~~ ~~PSUs that will vest on December 31, 2019. In December 2017, the Company granted~~ ~~148,148~~ ~~PSUs that will vest on December 31, 2020.~~

~~The Company granted the following PSUs during the years ended December 31, 2016 and 2015:~~

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 March grant⁽³⁾
67,167
$ 10.51
201,500
$ 6.35
$ 2.0
2016 February grant 105,210
$ 5.66
105,210
$ 5.81
$ 1.2
2015 grant 67,135
$ 16.90
67,136
$ 18.27
$ 2.4

~~(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 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-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.~~

~~Table of Contents~~

Each portion of the award may vest between zero and 200 percent of the original units granted. The fair value of the PSUs granted are based on the closing price of our common stock on the date of grant as well as a Monte Carlo simulation for the portion of the award subject to a market condition. The 2016 and 2015 grants will vest on December 31, 2018 and December 31, 2017, respectively.

The following table summarizes information with respect to unearned PSUs outstanding as of December 31, ~~2017~~2019 and PSU activity during the fiscal year then ended:



	Number of PSUs		Weighted Average Grant- Date Fair Value
Nonvested at December 31, 2018	752,375		$	8.86
Granted	227,378		$	10.79
Performance adjustments	105,651		4.83
Vested	(495,181	)	$	4.83
Forfeited	(14,860	)	$	10.90
Nonvested at December 31, 2019	575,363		$	11.20

Number of
PSUs Weighted
Average Grant-
Date Fair Value
Nonvested at December 31, 2016 666,713
$ 10.51
Granted 385,758
$ 11.61
Vested (11,071 ) $ 22.30
Forfeited (258,619 ) $ 13.72
Nonvested at December 31, 2017 782,781
$ 10.06

Liability Classified Awards

Restricted Stock Units Settled in Cash

During the years ended December 31, ~~2017~~2019, 2018 and ~~2016,~~2017, the Company issued ~~98,364~~147,851, 108,522 and ~~198,668~~98,364 restricted stock units to be settled in cash ("Cash RSUs"), respectively, which vest in ~~three~~3 annual installments beginning one year from the grant date. The weighted average grant date fair value of the Cash RSUs granted during the years ended December 31, 2019, 2018 and 2017, was $9.66, $10.71 and ~~2016 was~~ $9.82, ~~and $3.82,~~ respectively, and was based on the closing price of our common stock on the day of grant. The Cash RSU liability at December 31, ~~2017~~2019 was adjusted based on the closing price of our common stock on December 31, ~~2017~~2019 of ~~$11.99~~$6.23 per share. The Cash RSU liability at December 31, ~~2017~~2019 was ~~$1.2 million, of which $0.9 million was included in accrued liabilities and $0.3 million was included in other deferred credits and liabilities on the Consolidated Balance Sheets.~~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 ~~$0.7~~$0.6 million, $1.0 million and ~~$0.9~~$0.7 million during the years ended December 31, 2019, 2018 and 2017, ~~and 2016,~~ respectively, ~~that vests~~for which the service periods end on December 31, ~~2019~~2022, 2021 and ~~2018,~~2020, respectively, and the awards will vests during the first quarter of 2023, 2022 and 2021, respectively. The ~~2017~~ awards are

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split 50/50 between the Company's ~~three~~3 cumulative Adjusted EBITDA performance and the Company's three-year average pre-tax return on capital performance measure for its coke and logistics businesses and unallocated corporate ~~expense. The ultimate award value will be determined by~~expense, consistent with the ~~performance versus targets and the Company's three year TSR Modifier performance, but will be capped at 250 percent of the target award.~~

~~The 2016 award value will be adjusted based upon the Company's three-year average pre-tax return on capital~~PSU awards. See above for the Company's coke and logistics businesses, and 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 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, ~~2017~~2019 was adjusted based on the Company's current performance related to the above awards. The cash incentive award liability at December 31, ~~2017~~2019 was not material.

~~Table of Contents~~

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,
	2017		2016		2015		2017		2016		2015		December 31, 2017			2019		2018		2017		2019		2018		2017		December 31, 2019
	Compensation Expense⁽¹⁾						Net of tax						Unrecognized Compensation Cost		Recognition Period	Compensation Expense⁽¹⁾						Net of tax						Unrecognized Compensation Cost		Recognition Period
	(Dollars in millions)												(Dollars in millions)		(Years)	(Dollars in millions)												(Dollars in millions)		(Years)
Equity Awards:
Stock Options	$	1.3	$	2.1	$	2.5	$	0.8	$	1.3	$	1.6	$	0.7	2.0	$	1.1	$	0.5	$	1.3	$	0.9	$	0.4	$	0.8	$	0.5	1.2
RSUs	1.1		2.6		4.2		0.7		1.7		2.7		$	0.3	1.2	1.0		0.4		1.1		0.9		0.3		0.7		$	0.5	1.2
PSUs	1.9		1.4		0.5		1.2		0.9		0.3		$	2.4	2.8	2.2		1.9		1.9		1.8		1.7		1.2		$	2.4	1.5
Total equity awards	$	4.3	$	6.1	$	7.2	$	2.7	$	3.9	$	4.6				$	4.3	$	2.8	$	4.3	$	3.6	$	2.4	$	2.7
Liability Awards:
Cash RSUs	$	1.0	$	0.7	$	—	$	0.6	$	0.5	$	—	$	1.3	1.7	$	0.9	$	0.8	$	1.0	$	0.7	$	0.6	$	0.6	$	0.5	1.6
Cash incentive award	0.2		0.1		—		0.1		0.1		—		$	0.4	1.9	0.4		0.9		0.2		0.3		0.7		0.1		$	0.5	1.4
Total liability awards	$	1.2	$	0.8	$	—	$	0.7	$	0.6	$	—				$	1.3	$	1.7	$	1.2	$	1.0	$	1.3	$	0.7



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)~~



Title of Each Class	Trading symbol(s)	Name of Each Exchange on which Registered
Common Stock, $0.01 par value	SXC	New York Stock Exchange



Large accelerated filer	¨ý	Accelerated filer	ý¨

Non-accelerated filer	¨ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	¨☐

		Emerging growth company	¨☐



PART I

Item 1.	Business	1

Item 1A.	Risk Factors	1513

Item 1B.	Unresolved Staff Comments	3025

Item 2.	Properties	3126

Item 3.	Legal Proceedings	3127

Item 4.	Mine Safety Disclosures	3227

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	3228

Item 6.	Selected Financial Data	3530

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3631

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5747

Item 8.	Financial Statements and Supplementary Data	5848

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~111~~100

Item 9A.	Controls and Procedures	~~111~~100

Item 9B.	Other Information	~~111~~100

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	~~112~~101

Item 11.	Executive Compensation	~~112~~101

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~112~~101

Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~112~~101

Item 14.	Principal Accounting Fees and Services	~~114~~101

PART IV

Item 15.	Exhibits, Financial Statement Schedules*	102

Item 16.	~~115~~Form 10-K Summary	106

Signatures		107



	Page
Report of Independent Registered Public Accounting Firm	5949

Consolidated Statements of Operations for the Years Ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017	6152

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017	53

Consolidated Balance Sheets at December 31, 2019 and 2018	54

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017	55

Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017	56

Notes to Consolidated Financial Statements	59

1. General and Basis of Presentation	59

2. Summary of Significant Accounting Policies	59

3. Acquisitions and Divestitures	62

~~Consolidated Balance Sheets at December 31, 2017 and 2016~~	63

~~Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015~~4. Customer Concentrations	64

~~Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016, and 2015~~5. Income Taxes	65

~~Notes to Consolidated Financial Statements~~6. Inventories	68

~~1. General~~7. Properties, Plants, and ~~Basis of Presentation~~Equipment, Net	68

~~2. Summary of Significant Accounting Policies~~8. Goodwill and Other Intangible Assets	6968

~~3. Acquisitions and Dropdown Transactions~~9. Asset Retirement Obligations	7270

~~4. Customer Concentrations~~10. Retirement Benefit Plans	70

11. Accrued Liabilities	73

12. Debt and Financing Obligation	73

13. Commitments and Contingent Liabilities	75

~~5. Income Taxes~~ 14. Leases	7677

~~6. Inventories~~15. Accumulated Other Comprehensive Loss	79

~~7. Properties, Plants, and Equipment, Net~~16. Share-Based Compensation	79

~~8. Goodwill and Other Intangible Assets~~17. Earnings Per Share	7983

~~9. Asset Retirement Obligations~~18. Fair Value Measurements	8184

~~10. Retirement Benefit Plans~~	81

~~11. Accrued Liabilities~~19. Revenue From Contracts with Customers	85

~~12. Debt and Financing Obligation~~20. Business Segment Information	8587

~~13. Commitments and Contingent Liabilities~~	88

~~14. Accumulated Other Comprehensive Loss~~21. Selected Quarterly Data (unaudited)	90

~~15. Share-Based Compensation~~22. Supplemental Condensed Consolidating Financial Information	91

~~16. Earnings Per Share~~	95

~~17. Fair Value Measurements~~	96

~~18. Business Segment Information~~	97

~~19. Selected Quarterly Data (unaudited)~~	~~101~~

~~20. Supplemental Condensed Combining and Consolidating Financial Information~~	~~102~~



ý☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


(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 in India ("VISA SunCoke"), which was fully impaired in 2015, and consequently, beginning in the fourth quarter of 2015, we no longer include our share of VISA SunCoke in our financial results. Cokemaking capacity represents 100 percent of VISA SunCoke.



	2017				2016
	High		Low		High		Low
First quarter	$	11.88	$	8.04	$	6.63	$	2.05
Second quarter	$	11.47	$	7.66	$	8.19	$	5.14
Third quarter	$	11.25	$	8.20	$	8.20	$	5.52
Fourth quarter	$	12.57	$	9.01	$	13.14	$	7.23



	Years Ended December 31
	2017			2016			2015
Net (loss) income attributable to the Partnership's common public unitholders'⁽¹⁾⁽²⁾	$	(13.5	)	$	46.1		$	34.1
Net loss attributable to third-party interest in our Indiana Harbor cokemaking facility⁽³⁾	(5.4		)	(1.0		)	(1.8		)
Net (loss) income attributable to noncontrolling interest	$	(18.9	)	$	45.1		$	32.3


(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.


(1)	Reflects non-controlling interest in Indiana ~~Harbor and the portion of the Partnership owned by public unitholders.~~Harbor.



	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			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total SunCoke Energy, Inc. Equity			Non- controlling Interests			Total Equity
	(Dollars in millions)
At December 31, 2016	71,707,304	$	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 taxes	299,601			—	—			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, 2017	72,006,905	$	0.7	7,477,657	$	(140.7	)	$	486.2		$	(21.2	)	$	101.2		$	426.2		$	233.4		$	659.6



	(Dollars in millions)
Noncontrolling interest	$	(182.5	)
Deferred income taxes	$	(43.7	)
Common stock	$	0.3
Additional paid-in capital	$	225.9



	Year Ended December 31, 2017
	(Dollars in millions)
Net income attributable to SunCoke Energy, Inc	$	122.4
Decrease in SunCoke Energy, Inc. equity for the purchase of additional interest in the Partnership	(12.0		)
Changes from net income attributable to SunCoke Energy, Inc and transfers to noncontrolling interest	$	110.4



	Year Ended December 31, 2015
	(Dollars in millions)
Net loss attributable to SunCoke Energy, Inc.	$	(22.0	)
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		)
Change from net loss attributable to SunCoke Energy, Inc. and dropdown transactions	$	(30.0	)


(1)	The 2019 results reflect zero take-or-pay revenues from Murray.



		December 31, 2017						December 31, 2016
	Weighted - Average Remaining Amortization Years	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
		(Dollars in millions)
Customer contracts	5	$	31.7	$	13.8	$	17.9	$	31.7	$	9.9	$	21.8
Customer relationships	14	28.7		5.7		23.0		28.7		3.8		24.9
Permits	25	139.0		12.2		126.8		139.0		7.1		131.9
Trade name	1	1.2		1.0		0.2		1.2		0.8		0.4
Total		$	200.6	$	32.7	$	167.9	$	200.6	$	21.6	$	179.0



	(Dollars in millions)
2018	$	11.0
2019	10.9
2020	10.7
2021	10.3
2022	10.3
Thereafter	114.7
Total	$	167.9



	Postretirement Benefit Plans
	2017		2016		2015
Discount Rate	3.65	%	3.80	%	3.45	%



	Years Ended December 31,
	Defined Benefit Plan						Postretirement Benefit Plans
	2017		2016		2015		2017			2016			2015
	(Dollars in millions)
Reclassifications to earnings of:
Actuarial loss amortization	$	—	$	—	$	0.5	$	0.9		$	0.7		$	0.8
Prior service benefit amortization	—		—		—		(0.7		)	(0.7		)	(1.2		)
Curtailment gain	—		—		—		—			—			(4.1		)
Settlement loss	—		—		12.6		—			—			—
Retirement benefit plan funded status adjustments:
Actuarial gains (losses)	—		—		0.9		(1.1		)	(1.8		)	(1.4		)
Prior service (cost) benefit⁽¹⁾	—		—		—		—			1.5			—
	$	—	$	—	$	14.0	$	(0.9	)	$	(0.3	)	$	(5.9	)



	Postretirement Benefit Plans
	2017			2016
	(Dollars in millions)
Benefit obligation at beginning of year	$	32.3		$	34.8
Interest cost	1.1			1.3
Actuarial losses	1.1			1.8
Plan amendments⁽¹⁾	—			(1.5		)
Benefits paid	(3.2		)	(4.1		)
Benefit obligation at end of year⁽²⁾	$	31.3		$	32.3



	(Dollars in Millions)⁽¹⁾
2018	$	2.6
2019⁽²⁾	47.4
2020	7.3
2021	—
2022	130.0
2023-Thereafter	700.0
Total	$	887.3



	Number of RSUs		Weighted Average Grant- Date Fair Value
Nonvested at December 31, 2016	224,940		$	16.18
Granted	22,628		$	9.85
Vested	(135,522	)	$	17.22
Forfeited	(5,649	)	$	11.47
Nonvested at December 31, 2017	106,397		$	13.53



	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 March grant⁽³⁾	67,167	$	10.51	201,500	$	6.35	$	2.0
2016 February grant	105,210	$	5.66	105,210	$	5.81	$	1.2
2015 grant	67,135	$	16.90	67,136	$	18.27	$	2.4


(1)	Compensation expense is recognized by the Company in selling, general and administrative expenses on the Consolidated Statements of Operations.


~~(2)~~(3)	Costs expensed primarily by the Partnership associated with the Simplification Transaction.


~~(4)~~	Prior to the divestiture of our coal mining business, the Company incurred coal rationalization costs including employee severance, contract termination costs and other costs to idle mines during the execution of our coal rationalization plan.


(5)	Reflects share of interest, taxes, depreciation and amortization related to VISA SunCoke, including impairments of our investment in VISA SunCoke of $19.4 million, which resulted in an investment balance of zero. Beginning in the fourth quarter of 2015, we no longer include the results of our share of VISA SunCoke in our consolidated financial statements.


~~(6)~~	In accordance with the SEC’s May 2016 update of its guidance on the appropriate use of non-GAAP financial measures, Adjusted EBITDA does not include Logistics deferred revenue until it is recognized as GAAP revenue.


~~(7)~~	~~Reflects~~ noncontrolling ~~interest~~interests in Indiana Harbor and the portion of the Partnership owned by public ~~unitholders.~~unitholders prior to the Simplification Transaction.



	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



	2017										2016
	First Quarter⁽¹⁾			Second Quarter⁽²⁾			Third Quarter		Fourth Quarter⁽³⁾⁽⁴⁾		First Quarter			Second Quarter			Third Quarter		Fourth Quarter⁽⁴⁾
	(Dollars in millions)
Sales and other operating revenue	$	309.7		$	323.2		$	339.0	$	359.6	$	311.1		$	292.7		$	293.9	$	325.6
Gross profit⁽⁵⁾	$	42.0		$	32.7		$	51.2	$	56.6	$	42.4		$	39.7		$	50.7	$	69.8
Net (loss) income	$	(57.7	)	$	(31.5	)	$	18.8	$	173.9	$	12.6		$	1.0		$	14.4	$	31.5
Less: Net (loss) income attributable to noncontrolling interests	$	(58.7	)	$	(7.3	)	$	7.2	$	39.9	$	16.7		$	5.6		$	8.3	$	14.5
Net income (loss) attributable to SunCoke Energy, Inc.	$	1.0		$	(24.2	)	$	11.6	$	134.0	$	(4.1	)	$	(4.6	)	$	6.1	$	17.0
Earnings (loss) attributable to SunCoke Energy, Inc. per common share:
Basic⁽⁶⁾	$	0.02		$	(0.38	)	$	0.18	$	2.08	$	(0.06	)	$	(0.07	)	$	0.10	$	0.26
Diluted⁽⁶⁾	$	0.02		$	(0.38	)	$	0.18	$	2.05	$	(0.06	)	$	(0.07	)	$	0.10	$	0.26


(2)	~~During the second quarter of 2017, the Partnership incurred $20.2 million of losses in connection with debt refinancing. See Note 12.~~