SXC-6.30.14-10Q
Table of Contents

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, 2014
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 25, 2014, there were 69,328,769 shares of the Registrant’s $0.01 par value Common Stock outstanding.

Table of Contents

SUNCOKE ENERGY, INC.
TABLE OF CONTENTS 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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,
 
 
2014
 
2013
 
2014
 
2013
 
 
(Dollars and shares in millions, except per share amounts)
Revenues
 
 
 
 
 
 
 
 
Sales and other operating revenue
 
$
371.7

 
$
403.6

 
$
729.7

 
$
855.1

Other income
 
0.5

 
0.1

 
2.1

 
2.5

Total revenues
 
372.2

 
403.7

 
731.8

 
857.6

Costs and operating expenses
 
 
 
 
 
 
 
 
Cost of products sold and operating expenses
 
290.0

 
332.4

 
594.0

 
714.8

Selling, general and administrative expenses
 
21.9

 
21.8

 
43.8

 
42.4

Depreciation, depletion and amortization
 
28.6

 
23.4

 
57.6

 
47.3

Asset and goodwill impairment
 
103.1

 
—

 
103.1

 
—

Total costs and operating expenses
 
443.6

 
377.6

 
798.5

 
804.5

Operating (loss) income
 
(71.4
)
 
26.1

 
(66.7
)
 
53.1

Interest expense, net
 
27.1

 
12.1

 
39.2

 
27.9

(Loss) income before income tax (benefit) expense and loss from equity method investment
 
(98.5
)
 
14.0

 
(105.9
)
 
25.2

Income tax (benefit) expense
 
(50.8
)
 
1.1

 
(55.0
)
 
5.9

Loss from equity method investment
 
0.9

 
0.2

 
1.5

 
0.2

Net (loss) income
 
(48.6
)
 
12.7

 
(52.4
)
 
19.1

Less: Net income attributable to noncontrolling interests
 
0.6

 
7.0

 
4.6

 
11.3

Net (loss) income attributable to SunCoke Energy, Inc.
 
$
(49.2
)
 
$
5.7

 
$
(57.0
)
 
$
7.8

(Loss) earnings attributable to SunCoke Energy, Inc. per common share:
 
 
 
 
 
 
 
 
Basic
 
$
(0.71
)
 
$
0.08

 
$
(0.82
)
 
$
0.11

Diluted
 
$
(0.71
)
 
$
0.08

 
$
(0.82
)
 
$
0.11

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
69.5

 
70.0

 
69.6

 
70.0

Diluted
 
69.5

 
70.2

 
69.6

 
70.2

(See Accompanying Notes)

1
Table of Contents

SunCoke Energy, Inc.
Consolidated Statements of Comprehensive (Loss)/Income
(Unaudited) 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
 
 
(Dollars in millions)
Net (loss) income
 
$
(48.6
)
 
$
12.7

 
$
(52.4
)
 
$
19.1

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
Reclassifications of prior service benefit and actuarial loss amortization to earnings (net of related tax benefit of $0.4 million and $0.8 million for the three and six months ended June 30, 2014, respectively, and $0.4 million and $0.7 million for the three and six months ended June 30, 2013, respectively)
 
(0.7
)
 
(0.5
)
 
(1.3
)
 
(1.0
)
Currency translation adjustment
 
2.9

 
(3.5
)
 
3.7

 
(3.4
)
Comprehensive (loss) income
 
(46.4
)
 
8.7

 
(50.0
)
 
14.7

Less: Comprehensive income attributable to noncontrolling interests
 
0.6

 
7.0

 
4.6

 
11.3

Comprehensive (loss) income attributable to SunCoke Energy, Inc.
 
$
(47.0
)
 
$
1.7

 
$
(54.6
)
 
$
3.4

(See Accompanying Notes)

2
Table of Contents

SunCoke Energy, Inc.
Consolidated Balance Sheets
 
 
June 30,
2014
 
December 31,
2013
 
 
(Unaudited)
 
 
 
 
(Dollars in millions, except
per share amounts)
Assets
 
 
 
 
Cash and cash equivalents
 
$
204.4

 
$
233.6

Receivables
 
70.3

 
91.5

Inventories
 
140.4

 
135.3

Income tax receivable
 
—

 
6.6

Deferred income taxes
 
12.6

 
12.6

Other current assets
 
5.7

 
2.3

Total current assets
 
433.4

 
481.9

Investment in Brazilian cokemaking operations
 
41.0

 
41.0

Equity method investment in VISA SunCoke Limited
 
58.5

 
56.8

Properties, plants and equipment, net
 
1,499.3

 
1,544.1

Lease and mineral rights, net
 
18.7

 
52.8

Goodwill and other intangible assets, net
 
18.9

 
25.4

Deferred charges and other assets
 
47.4

 
41.9

Total assets
 
$
2,117.2

 
$
2,243.9

Liabilities and Equity
 
 
 
 
Accounts payable
 
$
121.8

 
$
154.3

Accrued liabilities
 
52.3

 
69.5

Short-term debt, including current portion of long-term debt
 
13.0

 
41.0

Interest payable
 
14.9

 
18.2

Income taxes payable
 
3.3

 
—

Total current liabilities
 
205.3

 
283.0

Long-term debt
 
652.5

 
648.1

Accrual for black lung benefits
 
32.2

 
32.4

Retirement benefit liabilities
 
34.5

 
34.8

Deferred income taxes
 
305.9

 
376.6

Asset retirement obligations
 
18.4

 
17.9

Other deferred credits and liabilities
 
16.3

 
18.8

Total liabilities
 
1,265.1

 
1,411.6

Equity
 
 
 
 
Preferred stock, $0.01 par value. Authorized 50,000,000 shares; no issued and outstanding shares at June 30, 2014 and December 31, 2013
 
—

 
—

Common stock, $0.01 par value. Authorized 300,000,000 shares; issued and outstanding 69,289,348 and 69,636,785 shares at June 30, 2014 and December 31, 2013, respectively
 
0.7

 
0.7

Treasury stock 1,755,355 shares at June 30, 2014 and 1,255,355 at December 31, 2013
 
(30.0
)
 
(19.9
)
Additional paid-in capital
 
536.6

 
446.9

Accumulated other comprehensive loss
 
(11.7
)
 
(14.1
)
Retained earnings
 
86.8

 
143.8

Total SunCoke Energy, Inc. stockholders’ equity
 
582.4

 
557.4

Noncontrolling interests
 
269.7

 
274.9

Total equity
 
852.1

 
832.3

Total liabilities and equity
 
$
2,117.2

 
$
2,243.9

(See Accompanying Notes)

3
Table of Contents

SunCoke Energy, Inc.
Consolidated Statements of Cash Flows
(Unaudited) 
 
 
Six Months Ended June 30,
 
 
2014
 
2013
 
 
(Dollars in millions)
Cash Flows from Operating Activities:
 
 
 
 
Net (loss) income
 
$
(52.4
)
 
$
19.1

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
Asset and goodwill impairment
 
103.1

 
—

Depreciation, depletion and amortization
 
57.6

 
47.3

Deferred income tax (benefit) expense
 
(69.9
)
 
3.4

Payments in excess of expense for retirement plans
 
(0.5
)
 
(0.9
)
Share-based compensation expense
 
5.3

 
3.6

Excess tax benefit from share-based awards
 
(0.2
)
 
—

Loss from equity method investment
 
1.5

 
0.2

Loss on extinguishment of debt
 
15.4

 
—

Changes in working capital pertaining to operating activities:
 
 
 
 
Receivables
 
21.2

 
10.5

Inventories
 
(5.1
)
 
21.5

Accounts payable
 
(32.5
)
 
6.4

Accrued liabilities
 
(17.2
)
 
(16.2
)
Interest payable
 
(3.3
)
 
2.7

Income taxes
 
10.1

 
(5.9
)
       Other
 
(7.8
)
 
(2.7
)
Net cash provided by operating activities
 
25.3

 
89.0

Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
 
(77.8
)
 
(61.4
)
Equity method investment in VISA SunCoke Limited
 
—

 
(67.7
)
Net cash used in investing activities
 
(77.8
)
 
(129.1
)
Cash Flows from Financing Activities:
 
 
 
 
Net proceeds from issuance of SunCoke Energy Partners, L.P. units
 
88.7

 
237.8

Proceeds from issuance of long-term debt
 
268.1

 
150.0

Repayment of long-term debt
 
(271.5
)
 
(225.0
)
Debt issuance costs
 
(5.8
)
 
(6.0
)
Proceeds from revolving facility
 
40.0

 
—

Repayment of revolving facility
 
(72.0
)
 
—

Cash distribution to noncontrolling interests
 
(14.8
)
 
(6.3
)
Shares repurchased
 
(10.1
)
 
(2.4
)
Proceeds from exercise of stock options
 
0.5

 
0.9

Excess tax benefit from share-based awards
 
0.2

 
—

Net cash provided by financing activities
 
23.3

 
149.0

Net (decrease) increase in cash and cash equivalents
 
(29.2
)
 
108.9

Cash and cash equivalents at beginning of period
 
233.6

 
239.2

Cash and cash equivalents at end of period
 
$
204.4

 
$
348.1

(See Accompanying Notes)

4
Table of Contents

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, 2013
69,636,785

 
$
0.7

 
1,255,355

 
$
(19.9
)
 
$
446.9

 
$
(14.1
)
 
$
143.8

 
$
557.4

 
$
274.9

 
$
832.3

Net (loss) income
—

 
—

 
—

 
—

 
—

 
—

 
(57.0
)
 
(57.0
)
 
4.6

 
(52.4
)
Reclassifications of prior service benefit and actuarial loss amortization to earnings (net of related tax benefit of $0.8 million)
—

 
—

 
—

 
—

 
—

 
(1.3
)
 
—

 
(1.3
)
 
—

 
(1.3
)
Currency translation adjustment
—

 
—

 
—

 
—

 
—

 
3.7

 
—

 
3.7

 
—

 
3.7

Net proceeds from issuance of SunCoke Energy Partners, L.P. units
—

 
—

 
—

 
—

 
—

 


 
—

 
—

 
88.7

 
88.7

Adjustments from changes in ownership of SunCoke Energy Partners, L.P.
—

 
—

 
—

 
—

 
83.7

 
—

 
—

 
83.7

 
(83.7
)
 
—

Cash distribution to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(14.8
)
 
(14.8
)
Share-based compensation expense
—

 
—

 
—

 
—

 
5.3

 
—

 
—

 
5.3

 
—

 
5.3

Excess tax benefit from share-based awards
—

 
—

 
—

 
—

 
0.2

 
—

 
—

 
0.2

 
—

 
0.2

Share issuances, net of shares withheld for taxes
152,563

 
—

 
—

 
—

 
0.5

 
—

 
—

 
0.5

 
—

 
0.5

Shares repurchased
(500,000
)
 
—

 
500,000

 
(10.1
)
 
—

 
—

 
—

 
(10.1
)
 
—

 
(10.1
)
At June 30, 2014
69,289,348

 
$
0.7

 
1,755,355

 
$
(30.0
)
 
$
536.6

 
$
(11.7
)
 
$
86.8

 
$
582.4

 
$
269.7

 
$
852.1

(See Accompanying Notes)

5
Table of Contents

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 operator of a cokemaking facility in Brazil, in which we have a preferred stock investment. In March 2013, we formed a cokemaking joint venture in India called Visa SunCoke Limited (“VISA SunCoke”). In the second half of 2013, we acquired Lakeshore Coal Handling Corporation (“Lake Terminal”) and Kanawha River Terminals (“KRT”), which provide coal handling and blending services. Additionally, we own and operate coal mining operations in Virginia and West Virginia. We report our business through five segments: Domestic Coke, Brazil Coke, India Coke, Coal Logistics and Coal Mining.
Our consolidated financial statements include SunCoke Energy Partners, L.P. (the "Partnership"), a publicly-traded partnership. We completed the initial public offering of the Partnership on January 24, 2013. As of June 30, 2014, we own the general partner of the partnership, which consists of a 2.0 percent ownership interest and incentive distribution rights, and own a 54.1 percent limited partner interest in the Partnership. The remaining 43.9 percent interest in the Partnership was held by public unitholders.
We were formed as a wholly-owned subsidiary of Sunoco, Inc. (“Sunoco”) in 2010. On July 18, 2011 (the “Separation Date”), Sunoco contributed the subsidiaries, assets and liabilities that were primarily related to its cokemaking and coal mining operations to us in exchange for shares of our common stock. On January 17, 2012 (the “Distribution Date”), we became an independent, publicly-traded company following our separation from Sunoco (the "Distribution").
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, 2014 are not necessarily indicative of the operating results expected for the entire year. These unaudited interim consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2013.
Reclassifications
Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current year presentation.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. Under this ASU, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.  The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently reviewing the provisions of ASU 2014-09 but does not expect it to have a material effect on the Company's financial condition, results of operations, and cash flows.
In April 2014, FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014 with early adoption permitted. The application of this guidance is prospective from the date of adoption and applies only to disposals (or new classifications to held for sale) that have not been reported as discontinued operations in previously issued financial statements. The Company plans to early adopt this ASU.

6
Table of Contents

2. Drop-Down Transaction
On May 9, 2014, SunCoke Energy contributed an additional 33.0 percent interest in the Haverhill and Middletown cokemaking facilities to the Partnership for total consideration of $365.0 million (the "Drop-Down"). As of June 30, 2014, SunCoke Energy owned the general partner of the Partnership, which consists of a 2.0 percent ownership interest and incentive distribution rights, and owned a 54.1 percent limited partner interest in the Partnership. 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. Prior to the Drop-Down, SunCoke Energy owned the general partner of the Partnership, which consisted of a 2.0 percent ownership interest and incentive distribution rights, and owned a 55.9 percent limited partner interest in the Partnership. The remaining 42.1 percent interest in the Partnership was held by public unitholders.
Total consideration received for the Drop-Down 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 of the senior unsecured notes. The remaining $10.4 million of consideration consisted of a $3.4 million cash payment from the Partnership as well as $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 Drop-Down, 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 will be paid to noteholders on August 1, 2014. See Note 7.
3. Impairment Charges
During the second quarter of 2014, the Company solicited bids related to the potential sale of its coal mining operations. Due to the level of interest observed in the market, the Company concluded that it was more-likely-than-not that the assets would be sold, but the asset group had not met the criteria to be classified as held-for-sale as of the balance sheet date. See events subsequent to the balance sheet date discussed in Note 17. Due to the likely disposition of the assets as well as projected losses resulting from the weakening coal market, the Company evaluated the recoverability of its long-lived asset group. The Company performed a probability-weighted undiscounted cash flows analysis which indicated that the carrying value of the asset group was not recoverable. As such, the Company recorded a pre-tax impairment charge of $97.1 million in its coal mining segment to write down the long-lived assets to their estimated fair value.  The fair value was determined based on estimated discounted cash flows from the coal mining assets, which reflected the weakness in the coal market and were considered Level 3 inputs in the fair value hierarchy. Key assumptions included (a) coal sales prices of $97 per ton to $149 per ton; (b) sales volumes of 1.6 million tons to 1.8 million tons; and (c) a 14.0 percent discount rate representing the estimated weighted average cost of capital. Various third party offers for the assets were considered and were also included in the Company's assessment of the fair value of the assets. In previous analyses, based upon the business plan and market expectations of coal prices at that time, the carrying value was recoverable and was substantially in excess of the undiscounted cash flows.  Recent changes in market conditions, specifically decreased coal sales price expectations, were included in our current asset impairment analysis.
As a result of the likely sale of the business, the weakening coal market and the long-lived asset impairment discussed above, the Company also performed a goodwill impairment analysis as of June 30, 2014 for the coal mining reporting unit. This analysis concluded the fair value of the reporting unit, based on a discounted cash flows analysis, was less than the carrying amount. As a result, the Company recorded a $6.0 million pre-tax impairment of the entire goodwill balance within the coal mining segment.
The total pre-tax non-cash impairment charge of $103.1 million was recorded in asset and goodwill impairment in the Consolidated Statement of Operations.

7
Table of Contents

4. Inventories
The components of inventories were as follows:
 
 
June 30, 2014
 
December 31, 2013
 
 
(Dollars in millions)
Coal
 
$
90.2

 
$
84.0

Coke
 
8.4

 
11.8

Materials, supplies and other
 
41.8

 
39.5

Total inventories
 
$
140.4

 
$
135.3

5. Income Taxes
On the Separation Date, SunCoke Energy and Sunoco 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. In general, under the tax sharing agreement:
•
With respect to any periods ending at or prior to the Distribution, SunCoke Energy is responsible for any U.S. federal income taxes and any U.S. state or local income taxes reportable on a consolidated, combined or unitary return, in each case, as would be applicable to SunCoke Energy as if it filed tax returns on a stand-alone basis. With respect to any periods beginning after the Distribution, SunCoke Energy is responsible for any U.S. federal, state or local income taxes of it or any of its subsidiaries.
•
Sunoco is responsible for any income taxes reportable on returns that include only Sunoco and its subsidiaries (excluding SunCoke Energy and its subsidiaries), and SunCoke Energy is responsible for any income taxes filed on returns that include only it and its subsidiaries.
•
Sunoco is responsible for any non-income taxes reportable on returns that include only Sunoco and its subsidiaries (excluding SunCoke Energy and its subsidiaries), and SunCoke Energy is responsible for any non-income taxes filed on returns that include only it and its subsidiaries.
SunCoke Energy is generally not entitled to receive payment from Sunoco in respect of any of SunCoke Energy’s tax attributes or tax benefits or any reduction of taxes of Sunoco. Moreover, Sunoco is generally entitled to refunds of income taxes with respect to periods ending at or prior to the Distribution. If SunCoke Energy realizes any refund, credit or other reduction in otherwise required tax payments in any period beginning after the Distribution Date as a result of an audit adjustment resulting in taxes for which Sunoco would otherwise be responsible, then, subject to certain exceptions, SunCoke Energy must pay Sunoco the amount of any such taxes for which Sunoco would otherwise be responsible. Further, if any taxes result to Sunoco as a result of a reduction in SunCoke Energy’s tax attributes for a period ending at or prior to the Distribution Date pursuant to an audit adjustment (relative to the amount of such tax attribute reflected on Sunoco’s tax return as originally filed), then, subject to certain exceptions, SunCoke Energy is generally responsible to pay Sunoco the amount of any such taxes.
As of December 31, 2013, SunCoke Energy estimated that all tax benefits were settled under the provisions of the tax sharing agreement. SunCoke Energy will continue to monitor the full utilization of all tax attributes when the respective tax returns are filed and will, consistent with the terms of the tax sharing agreement, record additional adjustments through earnings when necessary.
SunCoke Energy also agreed to certain restrictions intended to preserve the tax-free status of the contribution and the Distribution. These covenants included restrictions on SunCoke Energy’s issuance or sale of stock or other securities (including securities convertible into our stock but excluding certain compensatory arrangements), and sales of assets outside the ordinary course of business and entering into any other corporate transaction which would cause SunCoke Energy to undergo a 50 percent or greater change in its stock ownership. These key restrictions expired on January 18, 2014.
SunCoke Energy has generally agreed to indemnify Sunoco and its affiliates against any and all tax-related liabilities incurred by them relating to the contribution or the Distribution to the extent caused by an acquisition of SunCoke Energy’s stock or assets, or other of its actions. This indemnification applies even if Sunoco has permitted SunCoke Energy to take an action that would otherwise have been prohibited under the tax-related covenants as described above.
SunCoke Energy’s tax provision was computed on a theoretical separate-return basis through the Distribution Date. To the extent any tax assets or liabilities computed on that basis differ from amounts actually payable or realizable under the provisions of the tax sharing agreement, adjustments to the tax assets and liabilities will be reflected as an income tax expense or benefit with a corresponding payable due to Sunoco, if necessary, when such amounts have been effectively settled under the

8
Table of Contents

terms of the tax sharing agreement. 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.
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, 2014 was higher than the U.S. federal statutory income tax rate of 35 percent, primarily due to income tax benefits related to tax credits and by the impact of earnings attributable to noncontrolling ownership interests in partnerships. These benefits increased the effective rate in the three and six months ended June 30, 2014 due to the Company's net loss position. The three and six months ended June 30, 2014 includes income tax expense of $2.4 million related to the goodwill impairment of our coal mining operations and income tax benefit of $2.0 million related to the enacted reduction in Indiana statutory tax rate.
The Company's effective tax rate for the three and six months ended June 30, 2013 was lower than the U.S. federal statutory income tax rate of 35 percent, primarily due to the impact of earnings that are attributable to noncontrolling ownership interests in partnerships and nonconventional fuel credits. The income tax provision for the six months ended June 30, 2013 also includes income tax expense of $0.4 million related to prior period adjustments associated with local income taxes due for the Company's Middletown operations, $1.4 million of additional valuation allowances associated with state and local taxes and $1.6 million to settle potential obligations under the provisions of our tax sharing agreement with Sunoco.
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, 2014, our VISA SunCoke joint venture had a cumulative loss on unconsolidated earnings.
6. Accrued Liabilities
Accrued liabilities consisted of the following:
 
 
June 30, 2014
 
December 31, 2013
 
 
(Dollars in millions)
Accrued sales discounts (1)
 
$
—

 
$
13.6

Accrued benefits
 
15.5

 
23.9

Other taxes payable
 
14.6

 
11.2

Other
 
22.2

 
20.8

Total accrued liabilities
 
$
52.3

 
$
69.5

(1) At December 31, 2013, we had $13.6 million accrued related to sales discounts payable 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 was recorded in sales and other operating revenue on our Consolidated Statement of Operations.

9
Table of Contents

7. Debt
Total debt, including the current portion of long-term debt, consisted of the following:
 
 
June 30, 2014
 
December 31, 2013
 
 
(Dollars in millions)
Term loans, bearing interest at variable rates, due 2018, net of original issue discount of $1.0 million at December 31, 2013 ("Term Loan")
 
$
—

 
$
99.1

Revolving credit facility, due 2019 ("Partnership Revolver")
 
8.0

 
40.0

7.625% Notes, due 2019 ("Notes")
 
240.0

 
400.0

7.375% senior notes, due 2020 (“Partnership Notes”), including original issue premium of $12.5 million and pre-funded interest of $5.0 million at June 30, 2014
 
417.5

 
150.0

Total debt
 
$
665.5

 
$
689.1

Less: short-term debt, including current portion of long-term debt
 
13.0

 
41.0

Total long-term debt
 
$
652.5

 
$
648.1

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"). As of June 30, 2014, the Revolving Facility had letters of credit outstanding of $2.1 million, leaving $147.9 million available.
On May 9, 2014 in connection with the Drop-Down, the Partnership issued $250.0 million senior notes ("Partnership Notes"). The Partnership Notes bear interest at a rate of 7.375 percent per annum and will mature on February 1, 2020. Interest is payable semi-annually in cash in arrears on February 1 and August 1 of each year. 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 period prior to the issuance. This interest will be paid to noteholders on August 1, 2014 and was included in the current portion of long-term debt in the Consolidated Balance Sheet. The Partnership incurred debt issuance costs of $4.9 million, of which $0.9 million was considered a modification of debt and were immediately expensed and recorded in interest expense, net in the Consolidated Statement of Operations.
Furthermore, in connection with the Drop-Down, 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 in the Consolidated Statement 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 in the Consolidated Statement of Operations.
Also, in connection with the Drop-Down, the Partnership repaid $40.0 million on its revolving credit facility (the “Partnership Revolver”) and amended the Partnership Revolver to include (i) an increase in the total aggregate commitments from lenders from $150.0 million to $250.0 million and (ii) an extension of the maturity date from January 2018 to May 2019. The Partnership paid $1.8 million in fees related to the Partnership Revolver amendment, which are included in deferred charges and other assets in the Consolidated Balance Sheet. As of June 30, 2014, the Partnership had $8.0 million borrowed against the Partnership Revolver and letters of credit outstanding of $0.7 million, leaving $241.3 million available.
The Company and the Partnership are subject to certain debt covenants that, among other things, limit the Company's and 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. Additionally, under the terms of the Credit Agreement, the Company is subject to a maximum consolidated leverage ratio of 4.25 to 1.00, calculated by dividing total debt by EBITDA as defined by the Credit Agreement, and a minimum consolidated interest coverage ratio of 2.75 to 1.00, calculated by dividing EBITDA by interest expense as defined by the Credit Agreement. Under the terms of the Partnership Revolver, the Partnership is subject to a maximum consolidated leverage ratio of 4.00 to 1.00, calculated by dividing total debt by EBITDA as defined by the Partnership Revolver, and a minimum consolidated interest coverage ratio of 2.50 to 1.00, calculated by dividing EBITDA by interest expense as defined by the Partnership Revolver. As of June 30, 2014, the Company and the Partnership were in compliance with all applicable debt covenants contained in the Credit Agreement and the Partnership Revolver. We do not anticipate any 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
Table of Contents

8. Retirement Benefits Plans
Defined Benefit Pension Plan and Postretirement Health Care and Life Insurance Plans
The Company has a noncontributory defined benefit pension plan (“defined benefit plan”), which provides retirement benefits for certain of its employees. 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, pension benefits under the Company’s defined benefit plan were frozen for all participants in this plan. The Company also amended its postretirement benefit plans during the first quarter of 2010. 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, a wholly-owned subsidiary of the Company, terminated its defined benefit plan, a plan that was previously offered to generally all full-time employees of Dominion Coal Corporation. Distribution of plan assets resulting from the defined benefit plan termination will not be made until the Internal Revenue Service and Pension Benefit Guarantee Corporation determine that the termination satisfies the regulatory requirements, which is expected to occur in 2015. As a result of the termination of the defined benefit plan, each participant will become fully vested in his or her benefits under the defined benefit plan without regard to age and years of service. Participants with $25 thousand or less of benefits owed will have the option of receiving a lump sum payout or an annuity in full payment of their benefits under the defined benefit plan. All other participants will receive an annuity in full payment of their benefits under the defined benefit plan.
Defined benefit plan expense consisted of the following components:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
 
 
(Dollars in millions)
Interest cost on benefit obligations
 
0.4

 
0.3

 
0.8

 
0.7

Expected return on plan assets
 
(0.5
)
 
(0.6
)
 
(0.9
)
 
(1.2
)
Amortization of actuarial losses
 
0.1

 
0.3

 
0.2

 
0.5

Total expense
 
$
—

 
$
—

 
$
0.1

 
$
—

Postretirement benefit plans benefit consisted of the following components:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
 
 
(Dollars in millions)
Service cost
 
$
—

 
$
0.1

 
$
—

 
$
0.2

Interest cost on benefit obligations
 
0.4

 
0.4

 
0.8

 
0.7

Amortization of:
 
 
 
 
 
 
 
 
Actuarial losses
 
0.2

 
0.2

 
0.5

 
0.7

Prior service benefit
 
(1.4
)
 
(1.4
)
 
(2.8
)
 
(2.9
)
Total benefit
 
$
(0.8
)
 
$
(0.7
)
 
$
(1.5
)
 
$
(1.3
)
9. Commitments and Contingent Liabilities
SunCoke 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 our 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 lodged a Consent Decree in federal district court that is undergoing review. Settlement may require payment of a civil penalty for alleged past violations, and we estimate our reasonably probable loss to be approximately $2.2 million. Further, the settlement consists of capital projects to improve reliability of the energy recovery systems and enhance environmental performance at the Haverhill and Granite City facilities.

11
Table of Contents

We anticipate spending approximately $125 million related to these projects, and have spent approximately $58 million since 2012. We plan to spend approximately $17 million in the remainder of 2014 and approximately $50 million in the 2015 to 2016 time frame.
The Company has received NOVs from the EPA related to our Indiana Harbor cokemaking facility. The Company is working in a cooperative manner to address the allegations with the EPA, the Indiana Department of Environmental Management ("IDEM") and Cokenergy, Inc., an independent power producer that owns and operates an energy facility, including heat recovery equipment, a flue gas desulfurization system and a power generation plant that processes hot flue gas from our Indiana Harbor cokemaking 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 environmental performance. In addition, we conducted an engineering study to identify major maintenance projects necessary to preserve the production capacity of the facility. In accordance with the findings of the study, we originally estimated that we would spend $50 million. As a result of higher than anticipated costs to refurbish ovens as well as the incremental cost of managing the refurbishment to minimize disruptions to ongoing operations, we expect total spend to be $105 million. In addition to the approximately $25 million we expect to spend throughout 2014, we spent $66 million and $14 million related to this project in 2013 and 2012, respectively.
In September 2013, we reached agreement with our customer for a 10-year extension of our long-term contract at our Indiana Harbor cokemaking facility. Key provisions of the extension agreement, which took effect October 1, 2013, are substantially similar to the existing agreement, including continuing the pass through of coal costs, reimbursement of operating and maintenance expenses subject to certain metrics and a pricing adjustment per ton of coke produced to recognize the new capital being deployed to refurbish and upgrade this facility. We expect to earn a reasonable return on our investment, along with DTE Energy Company, the third party investor owning a 15 percent interest in the partnership (the “Indiana Harbor Partnership”). In addition, we believe that the scope of the project will address items that may be required in connection with the settlement of the NOVs at our Indiana Harbor cokemaking facility. At this time, the Company 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.
The Company is in discussions with ArcelorMittal to resolve claims by ArcelorMittal that certain shipments of coke did not meet coke quality targets. 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 and for the Company’s potential legal fees and costs in connection with this matter.
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, 2014.
10. Restructuring
In the first three months of 2014, we initiated a plan to reduce the workforce in our corporate office. The workforce reduction costs related to this plan were primarily part of an existing benefit arrangement; therefore, the full amount of expected severance benefits was accrued during the first quarter of 2014. 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 in the future. There were no payments made in the first half of 2014.
11. Share-Based Compensation
During the six months ended June 30, 2014, 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 407,075 shares of common stock during the six months ended June 30, 2014 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 10 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.

12
Table of Contents

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, 2014 was $7.86 using the following weighted-average assumptions:
 
 
Six months ended June 30,
 
 
2014
Risk free interest rate
 
1.57
%
Expected term
 
5 years

Volatility
 
38
%
Dividend yield
 
—
%
Weighted-average exercise price
 
$
22.30

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 future expectation of dividend payouts. 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 three 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 $1.5 million and $2.8 million for stock options during the three and six months ended June 30, 2014, respectively, and compensation expense of $1.2 million and $2.1 million for the three and six months ended June 30, 2014. As of June 30, 2014, there was $5.0 million of total unrecognized compensation cost related to nonvested stock options. This compensation cost is expected to be recognized over the next 2 years.
Restricted Stock Units
The Company issued 209,473 restricted stock units (“RSU”) for shares of the Company’s common stock during the six months ended June 30, 2014 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, 2014 of $22.28 was based on the closing price of our common stock on the date of grant. The Company estimated a three 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 $1.1 million and $1.9 million for RSUs during the three and six months ended June 30, 2014, respectively, and compensation expense of $0.7 million and $1.0 million for the three and six months ended June 30, 2013, respectively. As of June 30, 2014, there was $8.7 million of total unrecognized compensation cost related to nonvested RSUs. This compensation cost is expected to be recognized over the next 2.3 years.
Performance Share Units
The Company issued 84,734 performance share units ("PSU") for shares of the Company's common stock during the six months ended June 30, 2014 that vest on December 31, 2016. 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, 2014 is $26.09 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 three 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 $0.4 million and $0.6 million for PSUs during the three and six months ended June 30, 2014, respectively, and compensation expense of $0.1 million and $0.2 million for the three and six months ended June 30, 2013, respectively. As of June 30, 2014, there was $3.2 million of total unrecognized compensation cost related to nonvested PSUs. This compensation cost is expected to be recognized over the next 2.4 years.

13
Table of Contents

12. Earnings per Share
Basic earnings per share has been computed by dividing net income (loss) 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,
 
 
2014
 
2013
 
2014
 
2013
 
 
(Shares in millions)
Weighted-average number of common shares outstanding-basic
 
69.5

 
70.0

 
69.6

 
70.0

Add: Effect of dilutive share-based compensation awards
 
—

 
0.2

 
—

 
0.2

Weighted-average number of shares-diluted
 
69.5

 
70.2

 
69.6

 
70.2

The potential dilutive effect of 2.9 million stock 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. The potential dilutive effect of 2.9 million and 2.7 million stock options was excluded from the computation of diluted weighted-average shares outstanding for the three and six months ended June 30, 2013, respectively, as the shares would have been anti-dilutive.
13. Supplemental Accumulated Other Comprehensive Loss Information
Changes in accumulated other comprehensive loss, by component, are presented below:
 
Defined Benefit Plans
 
Currency Translation Adjustments
 
Total
 
(Dollars in millions)
At December 31, 2013
$
(2.8
)
 
$
(11.3
)
 
$
(14.1
)
Other comprehensive income before reclassifications
—

 
3.7

 
3.7

Amounts reclassified from accumulated other comprehensive loss
(1.3
)
 
—

 
(1.3
)
Net current period other comprehensive (loss) income
(1.3
)
 
3.7

 
2.4

At June 30, 2014
$
(4.1
)
 
$
(7.6
)
 
$
(11.7
)
Reclassifications out of the accumulated other comprehensive loss were as follows:(1) 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
 
(Dollars in millions)
Amortization of defined benefit plan items to net income:
 
 
 
 
 
 
 
Prior service benefit(2)
$
(1.4
)
 
$
(1.4
)
 
$
(2.8
)
 
(2.9
)
Actuarial loss(2)
0.3

 
0.5

 
0.7

 
1.2

Total before taxes
(1.1
)
 
(0.9
)
 
(2.1
)
 
(1.7
)
       Income tax benefit
0.4

 
0.4

 
0.8

 
0.7

Total, net of tax
$
(0.7
)
 
$
(0.5
)
 
$
(1.3
)
 
(1.0
)
(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 (benefit) and defined benefit plan expense. See Note 8.

14
Table of Contents

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.
Foreign Currency Hedge
The Company occasionally utilizes foreign exchange derivatives to manage the risks associated with fluctuations in foreign currency exchange rates and accounts for them under ASC 815-Derivatives and Hedging, which requires all derivatives to be marked to market (fair value). The Company does not purchase or hold any derivatives for trading purposes. On November 26, 2012, the Company entered into agreements to purchase 1.845 billion Indian rupees at a weighted average rate of 56.075 with a settlement date of January 31, 2013. During the first quarter of 2013, the settlement date for these agreements was extended to March 14, 2013. Additionally, on February 21, 2013, the Company entered into agreements to purchase an additional 1.830 billion Indian rupees at a weighted average rate of 54.810 with a settlement date of March 14, 2013, at which point our India joint venture investment was fully hedged. The Company did not elect hedge accounting treatment for these foreign exchange contracts and, therefore, the changes in the fair value of the derivative were recorded in other income, net in the Consolidated Statement of Operations. The contracts were cash settled on March 14, 2013 and the net mark to market impact of the foreign exchange contract was a gain of approximately $0.9 million for the six months ended June 30, 2013, which was recorded in other income, net in the Consolidated Statement of Operations.
Interest Rate Swaps
The Company utilizes interest rate swaps to manage the risk associated with changing interest rates and accounts for them under ASC 815-Derivatives and Hedging, which requires all derivatives to be marked to market (fair value). The Company does not purchase or hold any derivatives for trading purposes. On August 15, 2011, the Company entered into three interest rate swap agreements with an aggregate notional amount of $125.0 million. The agreements had an expiration date three years from the forward effective date of October 11, 2011. During the first quarter of 2013, we settled one of the interest rate swaps having a notional amount of $25.0 million. The remaining interest rate swaps having a notional amount of $100.0 million were settled in the second quarter of 2014. The impact of these settlements on the financial statements was not material. Under the interest rate swap agreements, the Company paid a weighted average fixed rate of 1.3175 percent in exchange for receiving floating rate payments based on the greater of 1.0 percent or three-month LIBOR. The Company did not elect hedge accounting treatment for these interest rate swaps and, therefore, the changes in the fair value of the interest rate swap agreements were recorded in interest expense in the Consolidated Statement of Operations. The Company has no interest rate swap agreements outstanding at June 30, 2014.
The fair value of the swap agreements at June 30, 2013 was a liability of approximately $0.4 million. The mark to market impact of the swap arrangements did not have a material impact on interest expense during the three and six months ended June 30, 2014 and was a reduction in interest expense of $0.2 million and $0.3 million for the three and six months ended June 30, 2013, respectively. In estimating the fair market value of interest rate swaps, the Company utilized a present value technique which discounts future cash flows against the underlying floating rate benchmark. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty. These inputs are not observable in the market and are classified as Level 3 within the valuation hierarchy.

15
Table of Contents

Non-Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
We reduced our contingent consideration liability to zero related to the 2011 acquisition of Harold Keene Coal Co., Inc. and affiliated companies and recorded income of $4.5 million in the three months ended June 30, 2014, which was reflected as a reduction in cost of products sold and operating expenses in the Consolidated Statements of Operations. The fair value adjustment to HKCC contingent consideration decreased cost of products sold by $0.2 million in the three months ended June 30, 2013 and there was no impact to cost of products sold in the six months ended June 30, 2013.
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). At June 30, 2014, no material fair value adjustments or fair value measurements were required for these non-financial assets or liabilities other than those discussed previously in Note 3.
Certain Financial Assets and Liabilities not Measured at Fair Value
At June 30, 2014, the estimated fair value of the Company’s long-term debt was estimated to be $680.9 million, compared to a carrying amount of $652.5 million, which was net of original issue premium and mandatory pre-payments made since issuance. The fair value was estimated by management based upon estimates of debt pricing provided by financial institutions and are considered Level 3 inputs.
15. Business Segment Information
The Company is an independent owner and operator of five cokemaking facilities in the eastern and midwestern regions of the U.S. The Company is also the operator of a cokemaking facility for a project company in Brazil in which it has a preferred stock investment and is a 49 percent joint venture partner in a cokemaking operation in India. In addition to its cokemaking operations, the Company has metallurgical coal mining operations in the eastern U.S. as well as coal handling and blending operations in the eastern and midwestern regions of the U.S.
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 recover waste heat which is converted to steam or electricity through a similar production process. 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.
On March 18, 2013, we completed the transaction to form 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 own a 49 percent interest in VISA SunCoke and account for this investment under the equity method. We recognize our share of earnings in VISA SunCoke on a one-month lag and began recognizing such earnings in the second quarter of 2013. The results of our joint venture are presented below in the India Coke segment.
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.
The Company’s Coal Mining segment conducts coal mining operations near the Company’s Jewell cokemaking facility with mines located in Virginia and West Virginia. Currently, 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.
Coal Logistics operations are comprised of Lake Terminal and KRT facilities located in Indiana and Kentucky, respectively. The Partnership acquired Lake Terminal on August 30, 2013 and KRT on October 1, 2013 and began providing coal handling and blending services. This business has a collective capacity to blend and transload more than 30 million tons of coal annually. Coal handling and blending services are provided to third party customers as well as certain SunCoke cokemaking facilities. Coal handling and blending results are presented in the Coal Logistics segment below.

16
Table of Contents

Corporate and other expenses that can be identified with a segment have been included in determining segment results. The remainder is included in Corporate and Other. Interest expense, net, which consists principally of interest income, interest expense and interest capitalized, is also excluded from segment results. Segment assets are those assets that are utilized within a specific segment.
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, 2014
 
 
(Dollars in millions)
 
 
Domestic Coke
 
Brazil
Coke
 
India Coke
 
Coal Mining
 
Coal Logistics
 
Corporate
and Other
 
Consolidated
Sales and other operating revenue
 
$
344.5

 
$
9.0

 
$
—

 
$
7.5

 
$
10.7

 
$
—

 
$
371.7

Intersegment sales
 
$
—

 
$
—

 
$
—

 
$
35.4

 
$
4.5

 
$
—

 
$
—

Adjusted EBITDA
 
$
64.3

 
$
2.5

 
$
(0.5
)
 
$
(1.2
)
 
$
5.0

 
$
(9.6
)
 
$
60.5

Loss from equity method investment
 
$
—

 
$
—

 
$
0.9

 
$
—

 
$
—

 
$
—

 
$
0.9

Depreciation, depletion and amortization
 
$
20.6

 
$
0.1

 
$
—

 
$
5.4

 
$
1.8

 
$
0.7

 
$
28.6

Capital expenditures
 
$
35.8

 
$
0.4

 
$
—

 
$
1.5

 
$
0.5

 
$
1.5

 
$
39.7

Total segment assets
 
$
1,579.3

 
$
53.8

 
$
58.7

 
$
99.4

 
$
118.4

 
$
207.6

 
$
2,117.2

 
 
Three Months Ended June 30, 2013
 
 
(Dollars in millions)
 
 
Domestic Coke
 
Brazil
Coke
 
India Coke
 
Coal Mining
 
Corporate
and Other
 
Consolidated
Sales and other operating revenue
 
$
375.8

 
$
8.0

 
$
—

 
$
19.8

 
$
—

 
$
403.6

Intersegment sales
 
$
—

 
$
—

 
$
—

 
$
32.9

 
$
—

 
$
—

Adjusted EBITDA
 
$
61.3

 
$
1.6

 
$
0.8

 
$
(2.6
)
 
$
(8.7
)
 
$
52.4

Loss from equity method investment
 
$
—

 
$
—

 
$
0.2

 
$
—

 
$
—

 
$
0.2

Depreciation, depletion and amortization
 
$
17.4

 
$
0.1

 
$
—

 
$
5.3

 
$
0.6

 
$
23.4

Capital expenditures
 
$
25.0

 
$
0.3

 
$
—

 
$
4.5

 
$
1.1

 
$
30.9

Total segment assets
 
$
1,548.2

 
$
52.5

 
$
64.8

 
$
178.6

 
$
329.4

 
$
2,173.5

 
 
 
Six Months Ended June 30, 2014
 
 
(Dollars in millions)
 
 
Domestic Coke
 
Brazil
Coke
 
India Coke
 
Coal
Mining
 
Coal Logistics
 
Corporate
and Other
 
Consolidated
Sales and other operating revenue
 
$
678.0

 
$
18.3

 
$
—

 
$
14.0

 
$
19.4

 
$
—

 
$
729.7

Intersegment sales
 
$
—

 
$
—

 
$
—

 
$
69.3

 
$
8.7

 
$
—

 
$
—

Adjusted EBITDA
 
$
111.1

 
$
4.2

 
$
(0.4
)
 
$
(9.2
)
 
$
7.1

 
$
(18.7
)
 
$
94.1

Loss from equity method investment
 
$
—

 
$
—

 
$
1.5

 
$
—

 
$
—

 
$
—

 
$
1.5

Depreciation, depletion and amortization
 
$
41.6

 
$
0.2

 
$
—

 
$
10.7

 
$
3.6

 
$
1.5

 
$
57.6

Capital expenditures
 
$
72.1

 
$
0.4

 
$
—

 
$
2.4

 
$
0.8

 
$
2.1

 
$
77.8

Total segment assets
 
$
1,579.3

 
$
53.8

 
$
58.7

 
$
99.4

 
$
118.4

 
$
207.6

 
$
2,117.2


17
Table of Contents

 
 
Six months ended June 30, 2013
 
 
(Dollars in millions)
 
 
Domestic Coke
 
Brazil
Coke
 
India Coke
 
Coal
Mining
 
Corporate
and Other
 
Consolidated
Sales and other operating revenue
 
$
804.0

 
$
17.7

 
$
—

 
$
33.4

 
$
—

 
$
855.1

Intersegment sales
 
$
—

 
$
—

 
$
—

 
$
65.1

 
$
—

 
$
—

Adjusted EBITDA
 
$
122.4

 
$
3.2

 
$
0.8

 
$
(7.2
)
 
$
(14.5
)
 
$
104.7

Loss from equity method investment
 
$
—

 
$
—

 
$
0.2

 
$
—

 
$
—

 
$
0.2

Depreciation, depletion and amortization
 
$
35.6

 
$
0.2

 
$
—

 
$
10.3

 
$
1.2

 
$
47.3

Capital expenditures
 
$
48.3

 
$
0.8

 
$
—

 
$
10.3

 
$
2.0

 
$
61.4

Total segment assets
 
$
1,548.2

 
$
52.5

 
$
64.8

 
$
178.6

 
$
329.4

 
$
2,173.5

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 asset and goodwill impairment, sales discounts and the interest, taxes, depreciation, depletion and amortization attributable to our equity method investment. EBITDA reflects sales discounts included as a reduction in sales and other operating revenue. The sales discounts represent the sharing with customers of a portion of nonconventional fuel tax credits, which reduce our income tax expense. However, we believe our Adjusted EBITDA would be inappropriately penalized if these discounts were treated as a reduction of EBITDA since they represent sharing of a tax benefit that is not included in EBITDA. Accordingly, in computing Adjusted EBITDA, we have added back these sales discounts. 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 of the Company's net assets and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on GAAP measures and because it eliminates items that have less bearing on our operating performance. Adjusted EBITDA is a measure of operating performance that is not defined by GAAP, does not represent and should not be considered a substitute for net income as determined in accordance with GAAP. Calculations of Adjusted EBITDA may not be comparable to those reported by other companies.
Set forth below is additional detail as to how we use Adjusted EBITDA as a measure of operating performance, as well as a discussion of the limitations of Adjusted EBITDA as an analytical tool.
Operating Performance. Our management uses Adjusted EBITDA in a number of ways to assess our consolidated financial and operating performance, and we believe this measure is helpful to management in identifying trends in our performance. Adjusted EBITDA helps management identify controllable expenses and make decisions designed to help us meet our current financial goals and optimize our financial performance while neutralizing the impact of capital structure on financial results. Accordingly, we believe this metric measures our financial performance based on operational factors that management can impact in the short-term, namely our cost structure and expenses.
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 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 (loss) attributable to noncontrolling interests.

18
Table of Contents

Below is a reconciliation of Adjusted EBITDA (unaudited) to net income, which is its most directly comparable financial measure calculated and presented in accordance with GAAP:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
 
 
(Dollars in millions)
Adjusted EBITDA attributable to SunCoke Energy, Inc.
 
$
46.0

 
$
41.7

 
$
70.3

 
$
85.6

Add: Adjusted EBITDA attributable to noncontrolling interests (1)
 
14.5

 
10.7

 
23.8

 
19.1

Adjusted EBITDA
 
60.5

 
52.4

 
94.1

 
104.7

Subtract:
 
 
 
 
 
 
 
 
Adjustments to unconsolidated affiliate earnings(2)
 
1.1

 
1.0

 
2.1

 
1.0

Depreciation, depletion and amortization
 
28.6

 
23.4

 
57.6

 
47.3

Interest expense, net
 
27.1

 
12.1

 
39.2

 
27.9

Income tax (benefit) expense
 
(50.8
)
 
1.1

 
(55.0
)
 
5.9

Sales discounts provided to customers due to sharing of nonconventional fuel tax credits (3)
 
—

 
2.1

 
(0.5
)
 
3.5

Asset and goodwill impairment
 
103.1

 
 
 
103.1

 
 
Net income
 
$
(48.6
)
 
$
12.7

 
$
(52.4
)
 
$
19.1

(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)
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 six months ended June 30, 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 Statement of Operations. At December 31, 2012, we had $12.4 million accrued related to sales discounts to be paid to our customer at our Haverhill facility. During the first quarter of 2013, we settled this obligation for $11.8 million which resulted in a gain of $0.6 million. This gain is recorded in sales and other operating revenue on our consolidated statement of income.
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,
 
 
2014
 
2013
 
2014
 
2013
 
 
(Dollars in millions)
Coke sales
 
$
328.9

 
$
359.7

 
$
644.7

 
$
771.7

Steam and electricity sales
 
15.6

 
16.2

 
33.4

 
32.4

Operating and licensing fees
 
9.0

 
7.9

 
18.2

 
17.7

Metallurgical coal sales
 
7.4

 
19.8

 
14.0

 
33.3

Coal logistics
 
10.1

 
—

 
18.1

 
—

Other
 
0.7

 
—

 
1.3

 
—

Sales and other operating revenue
 
$
371.7

 
$
403.6

 
$
729.7

 
$
855.1


19
Table of Contents

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 $240 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, 2013, less than 25 percent of net assets were restricted.
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;
•
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
Table of Contents

SunCoke Energy, Inc.
Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2014
(Dollars in millions)

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

 
$
116.0

 
$
255.7

 
$
—

 
$
371.7

Equity in (loss) earnings of subsidiaries
 
(67.9
)
 
8.4

 
—

 
59.5

 
—

Other income
 
—

 
0.5

 
—

 
—

 
0.5

Total revenues
 
(67.9
)
 
124.9

 
255.7

 
59.5

 
372.2

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

 
87.0

 
203.0

 
—

 
290.0

Selling, general and administrative expenses
 
3.7

 
10.2

 
8.0

 
—

 
21.9

Depreciation, depletion and amortization
 
—

 
10.8

 
17.8

 
—

 
28.6

Asset and goodwill impairment
 
—

 
103.1

 
—

 
—

 
103.1

Total costs and operating expenses
 
3.7

 
211.1

 
228.8

 
—

 
443.6

Operating (loss) income
 
(71.6
)
 
(86.2
)
 
26.9

 
59.5

 
(71.4
)
Interest expense (income), net
 
6.8

 
(2.3
)
 
22.6

 
—

 
27.1

(Loss) income before income tax (benefit) expense and loss from equity method investment
 
(78.4
)
 
(83.9
)
 
4.3

 
59.5

 
(98.5
)
Income tax (benefit) expense
 
(29.2
)
 
(15.7
)
 
(5.9
)
 
—

 
(50.8
)
Loss from equity method investment
 
—

 
—

 
0.9

 
—

 
0.9

Net (loss) income
 
(49.2
)
 
(68.2
)
 
9.3

 
59.5

 
(48.6
)
Less: Net income attributable to noncontrolling interests
 
—

 
—

 
0.6

 
—

 
0.6

Net (loss) income attributable to SunCoke Energy, Inc.
 
$
(49.2
)
 
$
(68.2
)
 
$
8.7

 
$
59.5

 
$
(49.2
)
Comprehensive (loss) income
 
$
(47.0
)
 
$
(68.9
)
 
$
12.2

 
$
57.3

 
$
(46.4
)
Less: Comprehensive income attributable to noncontrolling interests
 
—

 
—

 
0.6

 
—

 
0.6

Comprehensive (loss) income attributable to SunCoke Energy, Inc.
 
$
(47.0
)
 
$
(68.9
)
 
$
11.6

 
$
57.3

 
$
(47.0
)

21
Table of Contents

SunCoke Energy, Inc.
Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2013
(Dollars in millions)


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

 
$
132.9

 
$
270.7

 
$
—

 
$
403.6

Equity in earnings of subsidiaries
 
14.5

 
18.9

 
—

 
(33.4
)
 
—

Other income
 
—

 
—

 
0.1

 
—

 
0.1

Total revenues
 
14.5

 
151.8

 
270.8

 
(33.4
)
 
403.7

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

 
110.8

 
221.6

 
—

 
332.4

Selling, general and administrative expenses
 
3.0

 
12.1

 
6.7

 
—

 
21.8

Depreciation, depletion and amortization
 
—

 
10.5

 
12.9

 
—

 
23.4

Total costs and operating expenses
 
3.0

 
133.4

 
241.2

 
—

 
377.6

Operating income
 
11.5

 
18.4

 
29.6

 
(33.4
)
 
26.1

Interest expense (income), net
 
9.3

 
(3.8
)
 
6.6

 
—

 
12.1

Income before income tax expense and loss from equity method investment
 
2.2

 
22.2

 
23.0

 
(33.4
)
 
14.0

Income tax (benefit) expense
 
(3.5
)
 
4.9

 
(0.3
)
 
—

 
1.1

Loss from equity method investment
 
—

 
—

 
0.2

 
—

 
0.2

Net income
 
5.7

 
17.3