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EX-32.2 - EXHIBIT 32.2 - SunCoke Energy, Inc.sxc2015q210-qex322.htm
EX-31.2 - EXHIBIT 31.2 - SunCoke Energy, Inc.sxc2015q210-qex312.htm
EX-31.1 - EXHIBIT 31.1 - SunCoke Energy, Inc.sxc2015q210-qex311.htm
EX-95.1 - EXHIBIT 95.1 - SunCoke Energy, Inc.sxc2015q210-qex951.htm
EX-32.1 - EXHIBIT 32.1 - SunCoke Energy, Inc.sxc2015q210-qex321.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________  
FORM 10-Q
 ________________________________________ 

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 001-35243 
 ________________________________________
SUNCOKE ENERGY, INC.
(Exact name of registrant as specified in its charter)
 ________________________________________ 
 
Delaware
 
90-0640593
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1011 Warrenville Road, Suite 600
Lisle, Illinois 60532
(630) 824-1000
(Registrant’s telephone number, including area code)
 ________________________________________ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  Yes    ý  No
As of July 24, 2015, there were 65,269,318 shares of the Registrant’s $0.01 par value Common Stock outstanding.



SUNCOKE ENERGY, INC.
TABLE OF CONTENTS 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
SunCoke Energy, Inc.
Consolidated Statements of Operations
(Unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Dollars and shares in millions, except per share amounts)
Revenues
 
 
 
 
 
 
 
 
Sales and other operating revenue
 
$
347.6

 
$
371.7

 
$
671.5

 
$
729.7

Other income
 
0.6

 
0.5

 
0.7

 
2.1

Total revenues
 
348.2

 
372.2

 
672.2

 
731.8

Costs and operating expenses
 
 
 
 
 
 
 
 
Cost of products sold and operating expenses
 
296.0

 
290.0

 
558.1

 
594.0

Selling, general and administrative expenses
 
19.4

 
21.9

 
32.0

 
43.8

Depreciation, depletion and amortization expense
 
26.4

 
28.6

 
50.2

 
57.6

Asset impairment
 

 
103.1

 

 
103.1

Total costs and operating expenses
 
341.8

 
443.6

 
640.3

 
798.5

Operating income (loss)
 
6.4

 
(71.4
)
 
31.9

 
(66.7
)
Interest expense, net
 
13.0

 
27.1

 
36.3

 
39.2

Loss before income tax (benefit) expense and loss from equity method investment
 
(6.6
)
 
(98.5
)
 
(4.4
)
 
(105.9
)
Income tax (benefit) expense
 
(0.8
)
 
(50.8
)
 
0.3

 
(55.0
)
Loss from equity method investment
 
0.7

 
0.9

 
1.4

 
1.5

Net loss
 
(6.5
)
 
(48.6
)
 
(6.1
)
 
(52.4
)
Less: Net income attributable to noncontrolling interests
 
7.0

 
0.6

 
11.4

 
4.6

Net loss attributable to SunCoke Energy, Inc.
 
$
(13.5
)
 
$
(49.2
)
 
$
(17.5
)
 
$
(57.0
)
Loss attributable to SunCoke Energy, Inc. per common share:
 
 
 
 
 
 
 
 
Basic
 
$
(0.21
)
 
$
(0.71
)
 
$
(0.27
)
 
$
(0.82
)
Diluted
 
$
(0.21
)
 
$
(0.71
)
 
$
(0.27
)
 
$
(0.82
)
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
65.2

 
69.5

 
65.7

 
69.6

Diluted
 
65.2

 
69.5

 
65.7

 
69.6

(See Accompanying Notes)

1


SunCoke Energy, Inc.
Consolidated Statements of Comprehensive Loss
(Unaudited) 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Net loss
 
$
(6.5
)
 
$
(48.6
)
 
$
(6.1
)
 
$
(52.4
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Reclassifications of prior service cost, actuarial loss amortization and curtailment gain to earnings (net of related tax benefit of $5.4 million and $3.8 million for the three and six months ended June 30, 2015 and related tax expense of $0.4 million and $0.8 million for the three and six months ended June 30, 2014, respectively)
 
8.2

 
(0.7
)
 
5.8

 
(1.3
)
Currency translation adjustment
 
(0.5
)
 
2.9

 
(1.6
)
 
3.7

Comprehensive income (loss)
 
1.2

 
(46.4
)
 
(1.9
)
 
(50.0
)
Less: Comprehensive income attributable to noncontrolling interests
 
7.0

 
0.6

 
11.4

 
4.6

Comprehensive loss attributable to SunCoke Energy, Inc.
 
$
(5.8
)
 
$
(47.0
)
 
$
(13.3
)
 
$
(54.6
)
(See Accompanying Notes)

2


SunCoke Energy, Inc.
Consolidated Balance Sheets
(Unaudited)
 
 
June 30, 2015
 
December 31, 2014
 
 
(Dollars in millions, except
par value amounts)
Assets
 
 
 
 
Cash and cash equivalents
 
$
201.7

 
$
139.0

Receivables
 
56.7

 
78.2

Inventories
 
107.6

 
142.2

Income tax receivable
 
6.9

 
6.0

Deferred income taxes
 
18.5

 
26.4

Other current assets
 
6.9

 
3.6

Total current assets
 
398.3

 
395.4

Investment in Brazilian cokemaking operations
 
41.0

 
41.0

Equity method investment in VISA SunCoke Limited
 
20.3

 
22.3

Properties, plants and equipment, net
 
1,453.0

 
1,480.0

Goodwill and other intangible assets, net
 
21.2

 
22.0

Deferred charges and other assets
 
16.4

 
25.4

Total assets
 
$
1,950.2

 
$
1,986.1

Liabilities and Equity
 
 
 
 
Accounts payable
 
$
95.9

 
$
121.3

Accrued liabilities
 
43.3

 
67.5

Interest payable
 
21.8

 
19.9

Total current liabilities
 
161.0

 
208.7

Long-term debt
 
699.1

 
633.5

Accrual for black lung benefits
 
44.6

 
43.9

Retirement benefit liabilities
 
32.1

 
33.6

Deferred income taxes
 
316.9

 
321.9

Asset retirement obligations
 
22.1

 
22.2

Other deferred credits and liabilities
 
14.6

 
16.9

Total liabilities
 
1,290.4

 
1,280.7

Equity
 
 
 
 
Preferred stock, $0.01 par value. Authorized 50,000,000 shares; no issued shares at June 30, 2015 and December 31, 2014
 

 

Common stock, $0.01 par value. Authorized 300,000,000 shares; issued 71,398,975 and 71,251,529 shares at June 30, 2015 and December 31, 2014, respectively
 
0.7

 
0.7

Treasury stock, 6,161,395 and 4,977,115 shares at June 30, 2015 and December 31, 2014, respectively
 
(125.0
)
 
(105.0
)
Additional paid-in capital
 
541.2

 
543.6

Accumulated other comprehensive loss
 
(17.3
)
 
(21.5
)
Retained (deficit) earnings
 
(12.4
)
 
13.9

Total SunCoke Energy, Inc. stockholders’ equity
 
387.2

 
431.7

Noncontrolling interests
 
272.6

 
273.7

Total equity
 
659.8

 
705.4

Total liabilities and equity
 
$
1,950.2

 
$
1,986.1

(See Accompanying Notes)

3


SunCoke Energy, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
 
 
Six Months Ended June 30,
 
 
2015
 
2014
 
 
 
 
 
 
 
(Dollars in millions)
Cash Flows from Operating Activities:
 
 
 
 
Net loss
 
$
(6.1
)
 
$
(52.4
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Asset impairment and goodwill



103.1

Depreciation, depletion and amortization expense
 
50.2

 
57.6

Deferred income tax benefit
 
(1.1
)
 
(69.9
)
Settlement loss and expense for pension plan
 
13.1

 
0.1

Gain on curtailment and payments in excess of expense for postretirement plan benefits
 
(5.5
)
 
(2.6
)
Share-based compensation expense
 
4.2

 
5.3

Excess tax benefit from share-based awards
 

 
(0.2
)
Loss from equity method investment
 
1.4

 
1.5

Loss on extinguishment of debt
 
9.4

 
15.4

Changes in working capital pertaining to operating activities:
 
 
 
 
Receivables
 
21.5

 
21.2

Inventories
 
36.0

 
(5.1
)
Accounts payable
 
(25.4
)
 
(32.5
)
Accrued liabilities
 
(18.9
)
 
(17.2
)
Interest payable
 
1.9

 
(3.3
)
Income taxes
 
(0.9
)
 
10.1

       Other
 
(3.2
)
 
(5.8
)
Net cash provided by operating activities
 
76.6

 
25.3

Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
 
(22.5
)
 
(77.8
)
Net cash used in investing activities
 
(22.5
)
 
(77.8
)
Cash Flows from Financing Activities:
 
 
 
 
Net proceeds from issuance of SunCoke Energy Partners, L.P. units
 

 
88.7

Proceeds from issuance of long-term debt
 
210.8

 
268.1

Repayment of long-term debt
 
(149.5
)
 
(271.5
)
Debt issuance costs
 
(4.8
)
 
(5.8
)
Proceeds from revolving facility
 

 
40.0

Repayment of revolving facility
 

 
(72.0
)
Cash distribution to noncontrolling interests
 
(18.7
)
 
(14.8
)
Shares repurchased
 
(20.0
)
 
(10.1
)
Proceeds from exercise of stock options, net of shares withheld for taxes
 
(0.4
)
 
0.5

Excess tax benefit from share-based awards
 

 
0.2

Dividends paid
 
(8.8
)
 

Net cash provided by financing activities
 
8.6

 
23.3

Net increase (decrease) in cash and cash equivalents
 
62.7

 
(29.2
)
Cash and cash equivalents at beginning of period
 
139.0

 
233.6

Cash and cash equivalents at end of period
 
$
201.7

 
$
204.4

(See Accompanying Notes)

4


SunCoke Energy, Inc.
Consolidated Statements of Equity
(Unaudited) 
 
Common Stock
 
Treasury Stock
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Total  SunCoke
Energy, Inc.  Equity
 
Noncontrolling
Interests
 
Total
Equity
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in millions)
At December 31, 2014
71,251,529

 
$
0.7

 
4,977,115

 
$
(105.0
)
 
$
543.6

 
$
(21.5
)
 
$
13.9

 
$
431.7

 
$
273.7

 
$
705.4

Net loss

 

 

 

 

 

 
(17.5
)
 
(17.5
)
 
11.4

 
(6.1
)
Retirement benefit plans adjustment (net of related tax benefit of $3.8 million)

 

 

 

 

 
5.8

 

 
5.8

 

 
5.8

Currency translation adjustment

 

 

 

 

 
(1.6
)
 

 
(1.6
)
 

 
(1.6
)
Adjustments from changes in ownership of SunCoke Energy Partners, L.P.

 

 

 

 
(6.2
)
 

 

 
(6.2
)
 
6.2

 

Cash distribution to noncontrolling interests

 

 

 

 

 

 

 

 
(18.7
)
 
(18.7
)
Dividends paid

 

 

 

 

 

 
(8.8
)
 
(8.8
)
 

 
(8.8
)
Share-based compensation expense

 

 

 

 
4.2

 

 

 
4.2

 

 
4.2

Share issuances, net of shares withheld for taxes
147,446

 

 

 

 
(0.4
)
 

 

 
(0.4
)
 

 
(0.4
)
Shares repurchased


 

 
1,184,280

 
(20.0
)
 

 

 

 
(20.0
)
 

 
(20.0
)
At June 30, 2015
71,398,975

 
$
0.7

 
6,161,395

 
$
(125.0
)
 
$
541.2

 
$
(17.3
)
 
$
(12.4
)
 
$
387.2

 
$
272.6

 
$
659.8

(See Accompanying Notes)

5


SunCoke Energy, Inc.
Notes to the Consolidated Financial Statements
1. General
Description of Business
SunCoke Energy, Inc. (“SunCoke Energy”, “Company”, "we", "our" and "us") is an independent owner and operator of five cokemaking facilities in the United States ("U.S.") and an operator of a cokemaking facility in Brazil, in which we have a preferred stock investment. We also have a 49 percent ownership interest in a cokemaking joint venture in India called Visa SunCoke Limited (“VISA SunCoke”). Our Coal Logistics business provides coal handling and blending services to third party customers as well as to our own cokemaking facilities. Additionally, we own coal reserves in Virginia and West Virginia, which are mined by contractors.
Our consolidated financial statements include SunCoke Energy Partners, L.P. (the "Partnership"), a publicly-traded partnership. At June 30, 2015, we owned the general partner of the Partnership, which consists of a 2.0 percent ownership interest and incentive distribution rights, and owned a 56.1 percent limited partner interest in the Partnership. The remaining 41.9 percent interest in the Partnership was held by public unitholders.
Incorporated in Delaware in 2010 and headquartered in Lisle, Illinois, we became a publicly-traded company in 2011 and our stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “SXC.”
Basis of Presentation
The accompanying unaudited consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim reporting. Certain information and disclosures normally included in financial statements have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the period ended June 30, 2015 are not necessarily indicative of the operating results expected for the entire year. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.    
New Accounting Pronouncements
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. It is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company early adopted this ASU during the first quarter of 2015. See Note 7.
In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 eliminates the deferral of FASB Statement No. 167, "Amendments to FASB Interpretation No. 46(R)," and makes changes to both the variable interest model and the voting model. It is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect this ASU to have a material effect on the Company's financial condition, results of operations, or cash flows.
Reclassifications
Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current year presentation.
2. Dropdown Transactions
Granite City Dropdown
On January 13, 2015, the Company contributed a 75 percent interest in its Granite City, Illinois cokemaking facility ("Granite City") to the Partnership for a total transaction value of $245.0 million (the "Granite City Dropdown"). Subsequent to the Granite City Dropdown, we will continue to own the general partner of the Partnership, which consists of a 2.0 percent ownership interest and incentive distribution rights, and a 56.1 percent limited partner interest in the Partnership. The remaining 41.9 percent limited partner interest in the Partnership was held by public unitholders and was reflected as a noncontrolling interest in the consolidated financial statements.

6


The total transaction value of $245.0 million included $50.7 million of Partnership common units issued to the Company and approximately $1.0 million of general partner interests. In addition, the Partnership assumed and repaid $135.0 million of our 7.625 percent senior notes due in 2019 ("Notes") as well as $5.6 million of accrued interest and the applicable redemption premium of $7.7 million. The Partnership withheld the remaining transaction value of $45.0 million to pre-fund our obligation to the Partnership for the anticipated cost of an environmental remediation project at Granite City. The Partnership funded the redemption of the Notes with net proceeds from a private placement of an additional $200.0 million of senior notes due in 2020 ("Partnership Notes"). See Note 7.
We accounted for the Granite City Dropdown as an equity transaction, which resulted in an increase in noncontrolling interest and a decrease in SunCoke Energy's equity of $6.2 million, representing the Partnership's common public unitholders' share of the book value of ownership interest received, net of their share of the consideration paid for the acquisition.
Haverhill and Middletown Dropdown
On May 9, 2014, SunCoke Energy contributed an additional 33 percent interest in each of the Haverhill, Ohio ("Haverhill") and Middletown, Ohio ("Middletown") cokemaking facilities to the Partnership for total transaction value of $365.0 million (the "Haverhill and Middletown Dropdown"). After the Haverhill and Middletown Dropdown, SunCoke Energy continued to own the general partner of the Partnership, which consisted of a 2.0 percent ownership interest and incentive distribution rights, and decreased its limited partner interest in the Partnership from 55.9 percent to 54.1 percent. The remaining 43.9 percent interest in the Partnership was held by public unitholders and was reflected as a noncontrolling interest in the consolidated financial statements.
The total transaction value included 2.7 million common units totaling $80.0 million and $3.3 million of general partner interests. In addition, the Partnership assumed and repaid approximately $271.3 million of our outstanding debt and other liabilities, including a market premium of $11.4 million to complete the tender for and cancellation of certain of our Notes. The remaining transaction value of $10.4 million consisted of a $3.4 million cash payment from the Partnership and $7.0 million withheld by the Partnership to pre-fund our obligation to the Partnership for the anticipated cost of the environmental remediation project at Haverhill.
In conjunction with the Haverhill and Middletown Dropdown, the Partnership issued 3.2 million common units to the public for $88.7 million of net proceeds, which was completed on April 30, 2014, and received approximately $263.1 million of gross proceeds from the issuance of $250.0 million aggregate principal amount of 7.375 percent senior notes due 2020 through a private placement on May 9, 2014. In addition, the Partnership received $5.0 million to fund interest from February 1, 2014 to May 9, 2014, the period prior to the issuance. This interest was paid to noteholders on August 1, 2014. See Note 7.
We accounted for the Haverhill and Middletown Dropdown as an equity transaction, which resulted in a decrease in noncontrolling interest and an increase in SunCoke Energy's equity of $83.7 million, during the second quarter of 2014, representing the Partnership's common public unitholders' share of consideration paid for the acquisition, net of their share of the book value of ownership interest received.
The table below summarizes the effects of the changes in the Company’s ownership interest in Haverhill and Middletown and Granite City on SunCoke’s equity.
.
Three months ended June 30
 
Six months ended June 30
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Net loss attributable to SunCoke Energy, Inc.
$
(13.5
)
 
$
(49.2
)
 
$
(17.5
)
 
$
(57.0
)
Decrease in SunCoke Energy, Inc. equity for the contribution of 75 percent interest in Granite City

 

 
(6.2
)
 

Increase in SunCoke Energy, Inc. equity for the contribution of 33 percent interest in Haverhill and Middletown

 
83.7

 

 
83.7

Change from net income attributable to SunCoke Energy, Inc. and dropdown transactions
$
(13.5
)

$
34.5


$
(23.7
)

$
26.7

3. Coal Mining Business Update
In July 2014, the Company's Board of Directors authorized the Company to sell and/or otherwise dispose of the Company’s Coal Mining business. Concurrent with this authorization, the coal mining operations were reflected as discontinued operations with the related assets and liabilities presented as held for sale in the Company’s consolidated financial statements. In connection with the potential sale, the Company reduced the carrying value of these assets and liabilities to fair value less estimated costs to sell and suspended depreciation of fixed assets and depletion of mineral rights in July of 2014. The

7


Company continued to assess fair value less costs to sell throughout 2014 and had recorded a valuation allowance of $45.5 million against the assets and liabilities of the Coal Mining business at December 31, 2014.
While we continue to pursue a strategic exit from our Coal Mining business, we no longer believe a sale is probable due to the prolonged market challenges and sharply lower prices impacting the metallurgical coal industry. Instead, the Company continues to significantly rationalize its mining operations to reduce ongoing costs. Therefore, these operations are no longer reported as discontinued and the related assets and liabilities are reported as held and used in our Coal Mining segment for all periods presented. At June 30, 2015, the net assets have been recorded at fair value, with no net impact on the Consolidated Statements of Operations during the second quarter of 2015. Additionally, the Consolidated Balance Sheet at December 31, 2014 has been reclassified to reflect the coal mining assets and liabilities as held and used.
4. Inventories
The components of inventories were as follows:
 
 
June 30, 2015
 
December 31, 2014
 
 
 
 
 
 
 
(Dollars in millions)
Coal
 
$
69.4

 
$
100.9

Coke
 
4.2

 
6.9

Materials, supplies and other
 
34.0

 
34.4

Total inventories
 
$
107.6

 
$
142.2

5. Income Taxes
At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full fiscal year and the impact of discrete items, if any, and adjust the rate as necessary.
The Company's effective tax rate for the three and six months ended June 30, 2015 was 12.1 percent and 6.8 percent, respectively, primarily due to an income tax benefit of $1.4 million related to the Granite City Dropdown transaction and the impact of earnings attributable to noncontrolling ownership interests in partnerships, offset by additional valuation allowances associated with state and local taxes of $0.1 million for the three months ended June 30, 2015 and $2.3 million for the six months ended June 30, 2015.
The Company’s effective tax rate for three and six months ended June 30, 2014 was 51.6 percent and 51.9 percent, respectively, primarily due to the asset and goodwill impairment in the Coal Mining Segment. In addition, we recorded income tax benefits of $2.0 million related to enacted reduction in Indiana statutory tax rate, $1.0 million related to tax credits and the impact of earnings that are attributable to noncontrolling ownership interests in partnerships. The income tax benefits were offset by $1.1 million of additional valuation allowances associated with state and local taxes.
The Company has not recorded income taxes on the undistributed earnings of our India joint venture because such earnings are intended to be reinvested indefinitely to finance foreign activities. These additional foreign earnings could be subject to additional tax if remitted, or deemed remitted, as a dividend. At June 30, 2015, our VISA SunCoke joint venture had a cumulative loss on unconsolidated earnings.
On January 17, 2012, SunCoke Energy and Sunoco, Inc. entered into a tax sharing agreement that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. SunCoke Energy will continue to monitor the utilization of all tax attributes subject to the tax sharing agreement as applicable tax returns are filed or as tax examinations progress and will record additional adjustments when necessary, consistent with the terms of the tax sharing agreement.

8


6. Accrued Liabilities
Accrued liabilities consisted of the following:
 
 
June 30, 2015
 
December 31, 2014
 
 
 
 
 
 
 
(Dollars in millions)
Accrued benefits
 
$
21.3

 
$
27.4

Other taxes payable
 
12.4

 
11.7

Accrued severance
 
2.8

 
13.0

Other
 
6.8

 
15.4

Total accrued liabilities
 
$
43.3

 
$
67.5

7. Debt
Total long-term debt, consisted of the following:
 
 
June 30, 2015
 
December 31, 2014
 
 
 
 
 
 
 
(Dollars in millions)
7.625% senior notes, due 2019 ("Notes")
 
$
105.0

 
$
240.0

7.375% senior notes, due 2020 (“Partnership Notes”), including original issue premium of $14.2 million and $11.5 million at June 30, 2015 and December 31, 2014, respectively.
 
614.2

 
411.5

Debt issuance costs
 
(20.1
)
 
(18.0
)
Total long-term debt
 
$
699.1

 
$
633.5

On January 13, 2015 in connection with the Granite City Dropdown, the Partnership issued an additional $200.0 million of Partnership Notes.  Proceeds of $204.0 million included an original issue premium of $4.0 millionIn addition, interest is payable semi-annually in cash in arrears on February 1 and August 1 of each year and the Partnership received $6.8 million to fund interest from August 1, 2014 to January 13, 2014, the interest period prior to issuance. This interest was repaid to noteholders on February 1, 2015. The Partnership incurred debt issuance costs of $5.2 million, of which $1.0 million was considered a modification of debt and was recorded in interest expense, net on the Consolidated Statements of Operations and was included in other operating cash flows on the Consolidated Statements of Cash Flows.
Also, in connection with the Granite City Dropdown, the Partnership assumed and repaid $135.0 million principal amount of SunCoke Energy's outstanding Notes and paid interest of $5.6 million, $1.0 million of which was included in interest expense, net on the Consolidated Statements of Operations. The Partnership also paid a redemption premium of $7.7 million, which was included in interest expense, net on the Consolidated Statements of Operations. The Partnership assumed $2.2 million in debt issuance costs in connection with the assumption of this debt from SunCoke Energy, $0.7 million of which related to the portion of the debt extinguished and was recorded in interest expense, net on the Consolidated Statements of Operations. 
On May 9, 2014, in connection with the Haverhill and Middletown Dropdown, the Partnership issued an additional $250.0 million of Partnership Notes. Proceeds of $263.1 million included an original issue premium of $13.1 million. In addition, the Partnership received $5.0 million to fund interest from February 1, 2014 to May 9, 2014, the interest period prior to the issuance. This interest was paid to noteholders on August 1, 2014. The Partnership incurred debt issuance costs of $4.9 million, of which $0.9 million was considered a modification of debt and was recorded in interest expense, net in the Consolidated Statements of Operations and was included in other operating cash flows on the Consolidated Statements of Cash Flows.
Additionally, in connection with the Haverhill and Middletown Dropdown, the Partnership assumed from SunCoke and repaid $99.9 million of Term Loan and $160.0 million of Notes. The Partnership also paid a market premium of $11.4 million to complete the tender of the Notes, which was included in interest expense, net on the Consolidated Statements of Operations. Debt extinguishment costs, including unamortized debt issuance costs and original issue discount, of $3.1 million were immediately expensed and recorded in interest expense, net on the Consolidated Statements of Operations.
Under the Company's credit agreement dated July 26, 2011, as amended ("Credit Agreement"), the Company has a $150.0 million revolving credit facility ("Revolving Facility"). At June 30, 2015, the Revolving Facility had letters of credit outstanding of $1.5 million, leaving $148.5 million available. As of June 30, 2015, the Partnership had no letters of credit outstanding, leaving $250.0 million available on the Partnership's revolving credit facility ("Partnership Revolver"). During the

9


second quarter of 2015, we incurred $0.6 million in connection with amendments of our Revolving Facility and the Partnership Revolver.
The Company and the Partnership are subject to certain debt covenants that, among other things, limit the Company's and the Partnership’s ability and the ability of certain of the Company's and the Partnership’s subsidiaries to (i) incur indebtedness, (ii) pay dividends or make other distributions, (iii) prepay, redeem or repurchase certain debt, (iv) make loans and investments, (v) sell assets, (vi) incur liens, (vii) enter into transactions with affiliates and (viii) consolidate or merge. These covenants are subject to a number of exceptions and qualifications set forth in the respective agreements.
Under the terms of the Credit Agreement, the Company is subject to a maximum consolidated leverage ratio of 3.25:1.00, calculated by dividing total debt by EBITDA as defined by the Credit Agreement, and is allowed unlimited restricted payment capacity if the Company maintains a consolidated leverage ratio less than 2.00 and has at least $75 million of total liquidity (cash on hand and revolver capacity). The Company is also subject to a minimum consolidated interest coverage ratio of 2.75:1.00, calculated by dividing EBITDA by interest expense as defined by the Credit Agreement. Under the terms of the Partnership's revolving credit facility (the "Partnership Revolver"), the Partnership is subject to a maximum consolidated leverage ratio of 4.50:1.00 (and, if applicable. 5.00 to 1.00 during the remainder of any fiscal quarter and the two immediately succeeding fiscal quarters following our acquisition of additional assets having a fair market value greater than $50 million million), calculated by dividing total debt by EBITDA as defined by the Partnership Revolver, and a minimum consolidated interest coverage ratio of 2.50:1.00, calculated by dividing EBITDA by interest expense as defined by the Partnership Revolver.
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 Partnership Revolver could be declared immediately due and payable. The Partnership has a cross-default provision that applies to our indebtedness having a principal amount in excess of $20 million. As of June 30, 2015, the Company and the Partnership was in compliance with all applicable debt covenants contained in the Credit Agreement and Partnership Revolver. 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.

10


8. Retirement Benefits Plans
The Company 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. Prior to the termination discussed below, the Company also 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. Postretirement medical benefits for future retirees were phased out or eliminated, effective January 1, 2011, for non-mining employees with less than ten years of service and employer costs for all those still eligible for such benefits were capped.
Effective May 30, 2014, Dominion Coal Corporation ("Dominion Coal"), a wholly-owned subsidiary of the Company, terminated its defined benefit plan, a plan that was previously generally offered to all full-time employees of Dominion Coal. Since that time, the Company obtained IRS approval of the plan termination and reached 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.
During June 2015, the plan purchased annuities using plan assets to satisfy the pension obligation. After funding the obligation, remaining pension assets totaled $0.7 million with no remaining pension obligation. As a result of the pension termination, unrecognized losses, which previously were recorded in accumulated other comprehensive loss on the Consolidated Balance Sheet, 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 for the three and six months ended June 30, 2015.
    

11


Defined benefit plan expense consisted of the following components:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Interest cost on benefit obligations
 
$
0.3

 
$
0.4

 
$
0.7

 
$
0.8

Expected return on plan assets
 
(0.2
)
 
(0.5
)
 
(0.6
)
 
(0.9
)
Amortization of actuarial losses
 
0.2

 
0.1

 
0.4

 
0.2

Net settlement loss(1)
 
12.6

 

 
12.6

 

Total expense
 
$
12.9


$


$
13.1


$
0.1

(1)
Reflects expense of $13.5 million related to unrecognized losses in accumulated other comprehensive loss, net of income recorded of $0.9 million due to a favorable settlement of the defined benefit obligation.
The termination of coal mining employees during the first quarter of 2015 triggered a postretirement benefit plan curtailment gain of $4.0 million, which represented accelerated amortization of prior service credits previously recorded in accumulated other comprehensive income.
Postretirement benefit plans expense (benefit) consisted of the following components:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Interest cost on benefit obligations
 
$
0.3

 
$
0.4

 
$
0.6

 
$
0.8

Amortization of:
 
 
 
 
 
 
 
 
Actuarial losses
 
0.2

 
0.2

 
0.4

 
0.5

Prior service benefit
 
(0.3
)
 
(1.4
)
 
(0.7
)
 
(2.8
)
Curtailment gain
 

 

 
(4.0
)
 

Total expense (benefit)
 
$
0.2

 
$
(0.8
)
 
$
(3.7
)
 
$
(1.5
)
9. Commitments and Contingent Liabilities
SunCoke Energy is party to an omnibus agreement pursuant to which we will provide remarketing efforts to the Partnership upon the occurrence of certain potential adverse events under certain coke sales agreements, indemnification of certain environmental costs and preferential rights for growth opportunities.
The United States Environmental Protection Agency (the “EPA”) has issued Notices of Violations (“NOVs”) for our Haverhill and Granite City cokemaking facilities which stem from alleged violations of our air emission operating permits for these facilities. We are working 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 with these parties. The consent decree includes a $2.2 million civil penalty payment, which was paid in December 2014, as well as capital projects already underway to improve the reliability of the energy recovery systems and enhance environmental performance at the Haverhill and Granite City facilities. We anticipate spending approximately $125 million related to these projects, of which we have spent approximately $82 million to date. The remaining capital is expected to be spent through the first quarter of 2017. A portion of the proceeds from the Partnership offering, the Haverhill and Middletown Dropdown and the Granite City Dropdown are being used to fund $119 million of these environmental remediation projects.
SunCoke Energy has also received NOVs, a Finding of Violation ("FOV"), and information requests from the EPA related to our Indiana Harbor cokemaking facility. After initial discussions with the EPA and the Indiana Department of Environmental Management (“IDEM”), resolution of the NOVs was postponed by mutual agreement because of ongoing discussions regarding the NOVs at Haverhill and Granite City. In January 2012, the Company began working in a cooperative manner to address the allegations with the EPA, the IDEM and Cokenergy, Inc., 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. Settlement may require payment of a penalty for alleged past violations as well as undertaking capital projects to enhance reliability and environmental performance. At this time, SunCoke Energy cannot yet assess any future injunctive relief or
potential monetary penalty and any potential future citations. The Company is unable to estimate a range of probable or reasonably possible loss.
In the fourth quarter of 2013, the Company recorded an estimated liability of $2.5 million for the possible reimbursement of certain freight and handling costs incurred by ArcelorMittal related to shipments of coke that did not meet coke quality standards. During the second quarter of 2015, the Company resolved this matter with ArcelorMittal and expects to remit $2.0 million.
Other legal and administrative proceedings are pending or may be brought against the Company arising out of its current and past operations, including matters related to commercial and tax disputes, product liability, antitrust, employment claims, premises-liability claims, allegations of exposures of third parties to toxic substances and general environmental claims. Although the ultimate outcome of these claims cannot be ascertained at this time, it is reasonably possible that some portion of these claims could be resolved unfavorably to the Company. Management of the Company believes that any liability which may arise from such matters would not be material in relation to the financial position, results of operations or cash flows of the Company at June 30, 2015.
10. Restructuring
Coal Mining
In connection with the restructuring of our Coal Mining business, the Company recorded $12.5 million of employee-related restructuring costs in 2014 within our Coal Mining segment and does not expect to incur any additional charges. During 2015, we reduced our severance accrual by $2.4 million as a result of changes in estimates, including the relocation of certain coal employees to other areas of our business, the savings of which are included in selling, general and administrative expenses on the Consolidated Statements of Operations. The following table presents accrued restructuring and related activity for Coal Mining operations as of and for the six months ended June 30, 2015, which is included in accrued liabilities on the Consolidated Balance Sheet:
Balance at December 31, 2014
$
12.5

Changes in severance estimates
(2.4
)
Cash payments
(7.4
)
Balance at June 30, 2015
$
2.7

Corporate
In the first quarter of 2014, we initiated a plan to reduce the workforce in our corporate office. We incurred total charges of $1.4 million in Corporate and Other related to this initiative and do not expect to incur any additional charges. The liability related to this restructuring was $0.5 million at December 31, 2014 and payments of $0.4 million were made during the six months ended June 30, 2015.
11. Share-Based Compensation
During the six months ended June 30, 2015, we granted share-based compensation to eligible participants under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan (“SunCoke LTPEP”).
Stock Options
We granted stock options to purchase 554,294 shares of common stock during the six months ended June 30, 2015 with an exercise price equal to the closing price of our common stock on the date of grant. The stock options become exercisable in three equal annual installments beginning one year from the date of grant. The stock options expire ten years from the date of grant. All awards vest immediately upon a change in control and a qualifying termination of employment as defined by the SunCoke LTPEP.
The Company calculates the value of each employee stock option, estimated on the date of grant, using the Black-Scholes option pricing model. The weighted-average fair value of employee stock options granted during the six months ended June 30, 2015 was $5.08 using the following weighted-average assumptions:

12


 
 
Six Months Ended June 30, 2015
Risk-free interest rate
 
1.67
%
Expected term
 
5 years

Volatility
 
36
%
Dividend yield
 
1.38
%
Exercise price
 
$
16.90

We based our expected volatility on our historical volatility over our entire available trading history. 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 dividend yield assumption is based on the Company’s expectation of dividend payouts at the time of grant. The expected life of employee options represents the average contractual term adjusted by the average vesting period of each option tranche. The Company estimated a four percent forfeiture rate for these awards. This estimated forfeiture rate may be revised in subsequent periods if the actual forfeiture rate differs.
The Company recognized compensation expense of $0.8 million and $1.4 million for stock options during the three and six months ended June 30, 2015, respectively, and compensation expense of $1.5 million and $2.8 million during the three and six months ended June 30, 2014, respectively. As of June 30, 2015, there was $4.2 million of total unrecognized compensation cost related to nonvested stock options. This compensation cost is expected to be recognized over the next 1.9 years.
Restricted Stock Units
The Company issued 213,171 restricted stock units (“RSUs”) for shares of the Company’s common stock during the six months ended June 30, 2015 that vest in three annual installments beginning one year from the grant date. All awards vest immediately upon a change in control and a qualifying termination of employment as defined by the SunCoke LTPEP. The weighted-average fair value of the RSUs granted during the six months ended June 30, 2015 of $16.90 was based on the closing price of our common stock on the date of grant. The Company estimated a ten percent forfeiture rate for these awards. This estimated forfeiture rate may be revised in subsequent periods if the actual forfeiture rate differs.
The Company recognized compensation expense of $1.4 million and $2.1 million for RSUs during the three and six months ended June 30, 2015, respectively, and compensation expense of $1.1 million and $1.9 million for the three and six months ended June 30, 2014, respectively. As of June 30, 2015, there was $6.2 million of total unrecognized compensation cost related to nonvested RSUs. This compensation cost is expected to be recognized over the next 1.8 years.
Performance Share Units
The Company issued 146,154 performance share units ("PSUs") for shares of the Company's common stock during the six months ended June 30, 2015 that vest on December 31, 2017. All awards vest immediately upon a change in control and a qualifying termination of employment as defined by the SunCoke LTPEP. The weighted average fair value of the PSUs granted during the six months ended June 30, 2015 is $17.58 and is 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 Company estimated a zero percent forfeiture rate for these awards. This estimated forfeiture rate may be revised in subsequent periods if the actual forfeiture rate differs.
The number of PSUs ultimately awarded will be adjusted based upon the following metrics: (1) 50 percent of the award 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; and (2) 50 percent of the award will be determined by the Company's three year average pre-tax return on capital for the Company's coke business. Each portion of the award may be adjusted between zero and 200 percent of the original units granted.
The Company recognized compensation expense of $0.5 million and $0.7 million for PSUs during the three and six months ended June 30, 2015, respectively, and compensation expense of $0.4 million and $0.6 million for the three and six months ended June 30, 2014, respectively. As of June 30, 2015, there was $3.8 million of total unrecognized compensation cost related to nonvested PSUs. This compensation cost is expected to be recognized over the next 2.2 years.

13


12. Earnings per Share
Basic earnings per share has been computed by dividing net income (loss) available to SunCoke Energy, Inc. by the weighted average number of shares outstanding during the period. Except where the result would be anti-dilutive, diluted earnings per share has been computed to give effect to share-based compensation awards using the treasury stock method.
The following table sets forth the reconciliation of the weighted-average number of common shares used to compute basic earnings per share (“EPS”) to those used to compute diluted EPS:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Shares in millions)
Weighted-average number of common shares outstanding-basic
 
65.2

 
69.5

 
65.7

 
69.6

Add: Effect of dilutive share-based compensation awards
 

 

 

 

Weighted-average number of shares-diluted
 
65.2

 
69.5


65.7

 
69.6

The potential dilutive effect of 3.1 million stock options, 0.5 million restricted stock units and 0.1 million performance share units were excluded from the computation of diluted weighted-average shares outstanding for the three months ended June 30, 2015, and 2.7 million stock options, 0.5 million restricted stock units and 0.1 million performance share units were excluded from the computation of diluted weighted-average shares outstanding for the six months ended June 30, 2015, as the shares would have been anti-dilutive. The potential dilutive effect of 2.9 million options, 0.6 million restricted stock units, and 0.1 million performance share units were excluded from the computation of diluted weighted-average shares outstanding for the three months ended June 30, 2014 and 1.6 million stock options, 0.3 million restricted stock units and 0.1 million performance share units were excluded from the computation of diluted weighted-average shares outstanding for the six months ended June 30, 2014, as the shares would have been anti-dilutive.
Under the $150.0 million share repurchase program authorized by the Company's Board of Directors on July 23, 2014, the company entered into a share repurchase agreement on January 28, 2015 for the buyback of $20.0 million of our common stock, leaving $55.0 million available under the authorized repurchase program. On March 18, 2015, 1.2 million shares were received for an average price of $16.89 per share. No repurchases were made during the three months ended June 30, 2015.
13. Supplemental Accumulated Other Comprehensive Loss Information
Changes in accumulated other comprehensive loss, by component, are presented below:
 
Defined and Postretirement Benefit Plans
 
Currency Translation Adjustments
 
Total
 
 
 
 
 
 
 
(Dollars in millions)
At December 31, 2014
$
(9.4
)
 
$
(12.1
)
 
$
(21.5
)
Other comprehensive loss before reclassifications

 
(1.6
)
 
(1.6
)
Amounts reclassified from accumulated other comprehensive loss
5.8

 

 
5.8

Net current period other comprehensive income (loss)
5.8

 
(1.6
)
 
4.2

At June 30, 2015
$
(3.6
)
 
$
(13.7
)
 
$
(17.3
)
    

14


Reclassifications out of the accumulated other comprehensive loss were as follows:(1) 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Amortization of postretirement and defined benefit plan items to net income:
 
 
 
 
 
 
 
Prior service benefit(2)
$
(0.3
)
 
$
(1.4
)
 
$
(0.7
)
 
$
(2.8
)
Settlement loss(2)
13.5

 

 
13.5

 

Actuarial loss(2)
0.4

 
0.3

 
0.8

 
0.7

Curtailment gain(2)

 

 
(4.0
)
 

Total expense (income) before taxes
13.6

 
(1.1
)
 
9.6

 
(2.1
)
Less tax (benefit) expense
(5.4
)
 
0.4

 
(3.8
)
 
0.8

Total expense (income), net of tax
$
8.2

 
$
(0.7
)
 
$
5.8

 
$
(1.3
)
(1)
Amounts in parentheses indicate credits to net income.
(2)
These accumulated other comprehensive (income) loss components are included in the computation of postretirement benefit plan expense (benefit) and defined benefit plan expense. See Note 8.
14. Fair Value Measurement
The Company measures certain financial and non-financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Fair value disclosures are reflected in a three-level hierarchy, maximizing the use of observable inputs and minimizing the use of unobservable inputs.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
Level 2 - inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Certain assets and liabilities are measured at fair value on a recurring basis. The Company's cash equivalents, which amounted to $66.0 million and $88.2 million at June 30, 2015 and December 31, 2014, respectively, were measured at fair value based on quoted prices in active markets for identical assets. These inputs are classified as Level 1 within the valuation hierarchy.
Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment).
As discussed in Note 3, our Coal Mining assets, which were previously presented as held for sale, are now reported as held and used, in our Coal Mining segment. At June 30, 2015, the net assets have been recorded at fair value utilizing a market approach, which was considered Level 2 in the fair value hierarchy. There was no net impact on the Consolidated Statements of Operations during the second quarter of 2015.

15


Certain Financial Assets and Liabilities not Measured at Fair Value
At June 30, 2015, the fair value of the Company’s long-term debt was estimated to be $730.0 million, compared to a carrying amount of $719.2 million, which includes the original issue premium. The fair value was estimated by management based upon estimates of debt pricing provided by financial institutions, which are considered Level 2 inputs.
15. Business Segment Information
The Company reports its business through five segments: Domestic Coke, Brazil Coke, India Coke, Coal Logistics and Coal Mining. The Domestic Coke segment includes the Jewell, Indiana Harbor, Haverhill, Granite City and Middletown cokemaking facilities. Each of these facilities produces coke and all facilities except Jewell and Indiana Harbor recover waste heat, which is converted to steam or electricity through a similar production process. Steam is sold to third party customers primarily pursuant to steam supply and purchase agreements. Electricity is sold into the regional power market or to AK Steel pursuant to energy sales agreements. Coke sales at each of the Company's five domestic cokemaking facilities are made pursuant to long-term take-or-pay agreements with ArcelorMittal, AK Steel, and U.S. Steel. Each of the coke sales agreements contains pass-through provisions for costs incurred in the cokemaking process, including coal procurement costs (subject to meeting contractual coal-to-coke yields), operating and maintenance expense, costs related to the transportation of coke to the customers, taxes (other than income taxes) and costs associated with changes in regulation, in addition to containing a fixed fee.
The Brazil Coke segment operates a cokemaking facility located in Vitória, Brazil for a project company. The Brazil Coke segment earns income from the Brazilian facility through (1) licensing and operating fees payable to us under long-term contracts with the local project company that will run through at least 2022; and (2) an annual preferred dividend on our preferred stock investment from the project company guaranteed by the Brazil subsidiary of ArcelorMittal.
We also own a 49 percent interest in a cokemaking joint venture called VISA SunCoke with VISA Steel. VISA SunCoke is comprised of a 440 thousand ton heat recovery cokemaking facility and the facility's associated steam generation units in Odisha, India. We account for this investment under the equity method and recognize our share of earnings on a one-month lag. The results of our joint venture are presented below in the India Coke segment.
Coal Logistics operations are comprised of SunCoke Lake Terminal, LLC ("Lake Terminal") located in Indiana and Kanawha River Terminals ("KRT") located in Kentucky and West Virginia. This business provides coal handling and blending services to third party customers as well as SunCoke cokemaking facilities and has a collective capacity to blend and transload more than 30 million tons of coal annually. Coal handling and blending results are presented in the Coal Logistics segment.
The Coal Mining segment conducts coal mining operations near the Company’s Jewell cokemaking facility with mines located in Virginia and West Virginia, which are currently mined by contractors. A substantial portion of the coal production is sold to the Jewell cokemaking facility for conversion into coke. Some coal is also sold to other cokemaking facilities within the Domestic Coke segment. Intersegment coal revenues for sales to the Domestic Coke segment are reflective of the contract price that the facilities within the Domestic Coke segment charge their customers, which approximate the market prices for this quality of metallurgical coal.
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 certain legacy coal mining expense (i.e. black lung, workers compensation, net pension and other postretirement employee benefit obligations). These legacy costs are included in Corporate and Other Adjusted EBITDA. Interest expense, net, which consists principally of interest income and interest expense, net of capitalized interest, is also excluded from segment results. Segment assets, net of tax are those assets that are utilized within a specific segment and exclude deferred taxes and current tax receivables.

16


The following table includes Adjusted EBITDA, which is the measure of segment profit or loss reported to the chief operating decision maker for purposes of allocating resources to the segments and assessing their performance:    
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Sales and other operating revenue:
 
 
 
 
 
 
 
 
Domestic Coke
 
$
326.5

 
$
344.5

 
$
629.6

 
$
678.0

Brazil Coke
 
8.5

 
9.0

 
18.4

 
18.3

Coal Logistics
 
8.6

 
10.7

 
15.9

 
19.4

Coal Logistics intersegment sales
 
4.9

 
4.5

 
9.6

 
8.7

Coal Mining

4.0


7.5


7.6


14.0

Coal Mining intersegment sales

24.8


35.4


49.0


69.3

Elimination of intersegment sales
 
(29.7
)

(39.9
)

(58.6
)

(78.0
)
Total sales and other operating revenue
 
$
347.6

 
$
371.7

 
$
671.5

 
$
729.7

 
 
 
 


 
 
 


Adjusted EBITDA:
 
 
 
 
 
 
 
 
Domestic Coke
 
$
56.2

 
$
64.3

 
$
108.9

 
$
111.1

Brazil Coke
 
2.6

 
2.5

 
6.7

 
4.2

India Coke
 
(0.4
)
 
(0.5
)
 
(1.1
)
 
(0.4
)
Coal Logistics
 
5.0

 
5.0

 
7.6

 
7.1

Coal Mining

(5.4
)

0.4


(8.5
)

(6.1
)
Corporate and Other, including legacy costs, net(1)
 
(24.6
)
 
(10.9
)
 
(32.3
)
 
(21.3
)
Total Adjusted EBITDA
 
$
33.4

 
$
60.8

 
$
81.3

 
$
94.6

 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization expense:
 
 
 
 
 
 
 
 
Domestic Coke(2)
 
$
20.0

 
$
20.6

 
$
38.2

 
$
41.6

Brazil Coke
 
0.1

 
0.1

 
0.3

 
0.2

Coal Logistics
 
1.9

 
1.8

 
3.7

 
3.6

Coal Mining(3)
 
3.7

 
5.4

 
6.5

 
10.7

Corporate and Other
 
0.7

 
0.7

 
1.5

 
1.5

Total depreciation, depletion and amortization expense
 
$
26.4

 
$
28.6

 
$
50.2

 
$
57.6

 
 
 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
 
 
Domestic Coke
 
$
13.9

 
$
35.8

 
$
21.9

 
$
72.1

Brazil Coke
 

 
0.4

 

 
0.4

Coal Logistics
 
0.3

 
0.5

 
0.5

 
0.8

Coal Mining
 

 
1.5

 

 
2.4

Corporate and Other
 

 
1.5

 
0.1

 
2.1

Total capital expenditures
 
$
14.2

 
$
39.7

 
$
22.5

 
$
77.8

(1)
Legacy costs, net include costs associated with former mining employee-related liabilities prior to the implementation of our current contractor mining business net of certain royalty revenues. See details of these legacy items below.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Royalty income
 
$
0.1

 
$
0.2

 
$
0.1

 
$
0.3

Black lung charges
 
(1.0
)
 
(0.5
)
 
(1.9
)
 
(1.0
)
Postretirement benefit plan (expense) benefit
 
(0.1
)
 
0.3

 
3.8

 
0.6

Defined benefit plan expense
 
(12.9
)
 
(0.1
)
 
(13.1
)
 
(0.1
)
Workers compensation expense
 
(0.5
)
 
(1.1
)
 
(1.4
)
 
(2.3
)
Total legacy costs, net
 
$
(14.4
)

$
(1.2
)

$
(12.5
)

$
(2.5
)

17


(2) In prior years the Company revised the estimated useful life of certain assets at Indiana Harbor in connection with both the refurbishment project as well as the additional work on the oven floors and sole flues, which resulted in additional depreciation of $0.3 million, or $0.01 per common share, and $4.4 million, or $0.06 per common share, for the three months ended June 30, 2015 and 2014, respectively, and $0.7 million, or $0.01 per common share, and $10.0 million, or $0.14 per common share, for the six months ended June 30, 2015 and 2014, respectively.
(3) Based on the Company plans to demolish the preparation plant, in 2015 we revised the estimated useful lives of certain coal preparation plant assets located at our Jewell facility, which resulted in additional depreciation of $2.7 million, or $0.04 per common share, and $4.7 million, or $0.07 per common share, during the three and six months ended June 30, 2015.
The following table sets forth the Company’s total sales and other operating revenue by product or service:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Sales and other operating revenue:
 
 
 
 
 
 
 
 
Coke sales
 
$
311.4

 
$
328.9

 
$
597.8

 
$
644.7

Steam and electricity sales
 
15.1

 
15.6

 
31.7

 
33.4

Operating and licensing fees
 
8.5

 
9.0

 
18.4

 
18.3

Metallurgical coal sales
 
3.9

 
5.9

 
6.6

 
11.5

Coal logistics
 
8.1

 
10.1

 
15.2

 
18.1

Other
 
0.6

 
2.2

 
1.8

 
3.7

Sales and other operating revenue
 
$
347.6

 
$
371.7

 
$
671.5

 
$
729.7

The following table sets forth the Company's segment assets:
 
 
June 30,
2015
 
December 31,
2014
 
 
(Dollars in millions)
Segment assets
 
 
 
 
Domestic Coke
 
$
1,587.7

 
$
1,577.9

Brazil Coke
 
51.8

 
61.6

India Coke
 
20.5

 
22.5

Coal Logistics
 
114.6

 
114.4

Coal Mining
 
25.9

 
45.9

Corporate and Other
 
124.3

 
131.4

Segment assets, excluding tax assets
 
1,924.8


1,953.7

Tax assets
 
25.4

 
32.4

Total assets
 
$
1,950.2

 
$
1,986.1

The Company evaluates the performance of its segments based on segment Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”) adjusted for impairments, coal rationalization costs, sales discounts, and interest, taxes, depreciation and amortization attributable to our equity method investment. Prior to the expiration of our nonconventional fuel tax credits in November 2013, Adjusted EBITDA included an add-back of sales discounts related to the sharing of these credits with customers. Any adjustments to these amounts subsequent to 2013 have been included in Adjusted EBITDA. Our Adjusted EBITDA also includes EBITDA attributable to our equity method investment. EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or operating income under GAAP and may not be comparable to other similarly titled measures in other businesses.
Management believes Adjusted EBITDA is an important measure of the operating performance and liquidity of the Company's net assets and its ability to incur and service debt, fund capital expenditures and make distributions. Adjusted EBITDA provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on GAAP measures and because it eliminates items that have less bearing on our operating performance and liquidity. EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, and they should not be considered a substitute for net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP. Set forth below is additional discussion of the limitations of Adjusted EBITDA as an analytical tool.

18


Limitations. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA also has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA:
does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
does not reflect items such as depreciation and amortization;
does not reflect changes in, or cash requirement for, working capital needs;
does not reflect our interest expense, or the cash requirements necessary to service interest on or principal payments of our debt;
does not reflect certain other non-cash income and expenses;
excludes income taxes that may represent a reduction in available cash; and
includes net income attributable to noncontrolling interests.
Below is a reconciliation of Adjusted EBITDA to net income and net cash provided by operating activities cash flow, which is its most directly comparable financial measures calculated and presented in accordance with GAAP:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
(Dollars in millions)
Adjusted EBITDA attributable to SunCoke Energy, Inc.
 
$
15.3

 
$
46.3

 
$
45.1

 
$
70.8

Add: Adjusted EBITDA attributable to noncontrolling interests(1)
 
18.1

 
14.5

 
36.2

 
23.8

Adjusted EBITDA
 
$
33.4


$
60.8


$
81.3


$
94.6

Subtract:
 
 
 
 
 
 
 
 
Adjustment to unconsolidated affiliate earnings(2)
 
$
0.7

 
$
1.1

 
$
1.0

 
$
2.1

Nonrecurring coal rationalization costs(3)
 
0.6

 
0.3

 
(0.4
)
 
0.5

Depreciation, depletion and amortization expense
 
26.4

 
28.6

 
50.2

 
57.6

Interest expense, net
 
13.0

 
27.1

 
36.3

 
39.2

Income tax expense (benefit)
 
(0.8
)
 
(50.8
)
 
0.3

 
(55.0
)
Sales discounts provided to customers due to sharing of nonconventional fuel tax credits(4)
 

 

 

 
(0.5
)
Asset and goodwill impairment
 

 
103.1

 

 
103.1

Net loss
 
$
(6.5
)

$
(48.6
)

$
(6.1
)

$
(52.4
)
Add:
 
 
 
 
 
 
 
 
Asset and goodwill impairment
 
$

 
$
103.1

 
$

 
$
103.1

Depreciation, depletion and amortization
 
26.4

 
28.6

 
50.2

 
57.6

Deferred income tax benefit
 
(4.2
)
 
(66.8
)
 
(1.1
)
 
(69.9
)
Loss on extinguishment of debt
 

 
15.4

 
9.4

 
15.4

Changes in working capital and other
 
49.8

 
4.9

 
24.2

 
(28.5
)
Net cash provided by operating activities
 
$
65.5


$
36.6


$
76.6


$
25.3

(1)
Reflects noncontrolling interest in Indiana Harbor and the portion of the Partnership owned by public unitholders.
(2)
Reflects share of interest, taxes, depreciation and amortization related to VISA SunCoke.
(3)
Nonrecurring coal rationalization costs include employee severance, contract termination costs and other one-time costs to idle mines incurred during the execution of our coal rationalization plan.
(4)
Sales discounts are related to nonconventional fuel tax credits, which expired in 2013. At December 31, 2013, we had $13.6 million accrued related to sales discounts to be paid to our customer at our Granite City facility. During the first quarter of 2014, we settled this obligation for $13.1 million which resulted in a gain of $0.5 million. This gain is recorded in sales and other operating revenue on our Consolidated Statements of Operations.


19


16. Supplemental Condensed Consolidating Financial Information
Certain 100 percent owned subsidiaries of the Company serve as guarantors of the obligations under the Credit Agreement and $105 million Notes (“Guarantor Subsidiaries”). These guarantees are full and unconditional (subject, in the case of the Guarantor Subsidiaries, to customary release provisions as described below) and joint and several. For purposes of the following footnote, SunCoke Energy, Inc. is referred to as “Issuer.” The indenture dated July 26, 2011 among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., governs subsidiaries designated as “Guarantor Subsidiaries.” All other consolidated subsidiaries of the Company are collectively referred to as “Non-Guarantor Subsidiaries.”
The ability of the Partnership and Indiana Harbor to pay dividends and make loans to the Company is restricted under the partnership agreements of the Partnership and Indiana Harbor, respectively. The credit agreement governing the Partnership’s credit facility and the indenture governing the Partnership Notes contain customary provisions which would potentially restrict the Partnership’s ability to make distributions or loans to the Company under certain circumstances. For the year ended December 31, 2014, less than 25 percent of net assets were restricted.
In connection with the Granite City Dropdown, we entered into an amendment to our Credit Agreement. In conjunction with the amendment, we designated Gateway Energy & Coke Company, LLC and Gateway Cogeneration Company, LLC as unrestricted subsidiaries. As such, they are presented as "Non-Guarantor Subsidiaries." Prior periods have been restated to reflect this change.
The guarantee of a Guarantor Subsidiary will terminate upon:
a sale or other disposition of the Guarantor Subsidiary or of all or substantially all of its assets;
a sale of the majority of the Capital Stock of a Guarantor Subsidiary to a third party, after which the Guarantor Subsidiary is no longer a "Restricted Subsidiary" in accordance with the indenture governing the Notes;
the liquidation or dissolution of a Guarantor Subsidiary so long as no "Default" or "Event of Default," as defined under the indenture governing the Notes, has occurred as a result thereof;
the designation of a Guarantor Subsidiary as an "unrestricted subsidiary" in accordance with the indenture governing the Notes;
the requirements for defeasance or discharge of the indentures governing the Notes having been satisfied; and
the release, other than the discharge through payments by a Guarantor Subsidiary, from its guarantee under the Credit Agreement or other indebtedness that resulted in the obligation of the Guarantor Subsidiary under the indenture governing the Notes.
The following supplemental condensed combining and consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following condensed combining and consolidating information, the Issuer’s investments in its subsidiaries and the Guarantor and Non-Guarantor Subsidiaries’ investments in its subsidiaries are accounted for under the equity method of accounting.

20


SunCoke Energy, Inc.
Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2015
(Dollars in millions)

 
 
Issuer
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Combining
and
Consolidating
Adjustments
 
Total
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
Sales and other operating revenue
 
$

 
$
61.9

 
$
285.7

 
$

 
$
347.6

Equity in (loss) earnings of subsidiaries
 
(8.4
)
 
12.9

 

 
(4.5
)
 

Other income (loss)
 

 
0.7

 
(0.1
)
 

 
0.6

Total revenues
 
(8.4
)
 
75.5

 
285.6

 
(4.5
)
 
348.2

Costs and operating expenses
 
 
 
 
 
 
 
 
 
 
Cost of products sold and operating expenses
 

 
67.9

 
228.1

 

 
296.0

Selling, general and administrative expenses
 
3.5

 
6.7

 
9.2

 

 
19.4

Depreciation, depletion and amortization expense
 

 
5.8

 
20.6

 

 
26.4

Total costs and operating expenses
 
3.5

 
80.4

 
257.9

 

 
341.8

Operating (loss) income
 
(11.9
)
 
(4.9
)
 
27.7

 
(4.5
)
 
6.4

Interest (income) expense, net - affiliate
 

 
(1.8
)
 
1.8

 

 

Interest expense (income), net
 
2.2

 
(0.1
)
 
10.9

 

 
13.0

Total financing expense (income), net
 
2.2


(1.9
)

12.7



 
13.0