|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
90-0640593
|
(State of or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1011 Warrenville Road, Suite 600
Lisle, Illinois
|
|
60532
|
(Address of principal executive offices)
|
|
(zip code)
|
Title of Each Class
|
|
Name of Each Exchange on which Registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
Business
|
•
|
We were formed as a wholly-owned subsidiary of Sunoco. 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. As of such date, Sunoco owned 100 percent of our common stock. On July 26, 2011, we completed an initial public offering (“IPO”) of 13,340,000 shares of our common stock, or 19.1 percent of our outstanding common stock. Following the IPO, Sunoco continued to own 56,660,000 shares of our common stock, or 80.9 percent of our outstanding common stock.
|
•
|
On the Distribution Date, Sunoco made a pro-rata, tax free distribution (the “Distribution”) of the remaining shares of our common stock that it owned in the form of a special stock dividend to Sunoco shareholders. Sunoco
|
•
|
Domestic Coke consists of our Jewell, Indiana Harbor, Haverhill, Granite City and Middletown cokemaking and heat recovery operations located in Vansant, Virginia; East Chicago, Indiana; Franklin Furnace, Ohio; Granite City, Illinois; and Middletown, Ohio, respectively.
|
•
|
Brazil Coke consists of our operations in Vitória, Brazil, where we operate a cokemaking facility for a Brazilian subsidiary of ArcelorMittal;
|
•
|
India Coke consists of our cokemaking joint venture with Visa Steel in Odisha, India.
|
•
|
Coal Logistics consists of our coal handling and blending service operations in East Chicago, Indiana; Ceredo, West Virginia; Belle, West Virginia; and Catlettsburg, Kentucky.
|
Facility
|
|
Location
|
|
Customer
|
|
Year of
Start Up
|
|
Contract
Expiration
|
|
Number of
Coke Ovens
|
|
Annual Cokemaking
Capacity
(thousands of tons)
|
|
Use of Waste Heat
|
Owned and Operated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jewell
|
|
Vansant,
Virginia
|
|
ArcelorMittal
|
|
1962
|
|
2020
|
|
142
|
|
720
|
|
Partially used for thermal coal drying
|
Indiana Harbor
|
|
East Chicago,
Indiana
|
|
ArcelorMittal
|
|
1998
|
|
2023
|
|
268
|
|
1,220
|
|
Heat for power generation
|
Haverhill Phase I
|
|
Franklin Furnace,
Ohio
|
|
ArcelorMittal
|
|
2005
|
|
2020
|
|
100
|
|
550
|
|
Process steam
|
Haverhill Phase II
|
|
Franklin
Furnace, Ohio
|
|
AK Steel
|
|
2008
|
|
2022
|
|
100
|
|
550
|
|
Power generation
|
Granite City
|
|
Granite City,
Illinois
|
|
U.S. Steel
|
|
2009
|
|
2025
|
|
120
|
|
650
|
|
Steam for power generation
|
Middletown
(1)
|
|
Middletown,
Ohio
|
|
AK Steel
|
|
2011
|
|
2032
|
|
100
|
|
550
|
|
Power generation
|
Total
|
|
|
|
|
|
|
|
|
|
830
|
|
4,240
|
|
|
Operated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vitória
|
|
Vitória, Brazil
|
|
ArcelorMittal
|
|
2007
|
|
2023
|
|
320
|
|
1,700
|
|
Steam for power generation
|
|
|
|
|
|
|
|
|
|
|
1,150
|
|
5,940
|
|
|
Equity Method Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
VISA SunCoke
(2)
|
Odisha, India
|
|
Various
|
|
2007
|
|
NA
|
|
88
|
|
440
|
|
Steam for power generation
|
|
Total
|
|
|
|
|
|
|
|
|
|
1,238
|
|
6,380
|
|
|
(1)
|
Cokemaking capacity represents stated capacity for production of blast furnace coke. Middletown production and sales volumes are based on “run of oven” capacity, which includes both blast furnace coke and small coke. Middletown capacity on a “run of oven” basis is approximately 578 thousand tons per year.
|
(2)
|
Cokemaking capacity represents 100 percent of VISA SunCoke, our 49 percent joint venture with VISA Steel formed in March 2013.
|
•
|
Permitting Process for Cokemaking Facilities.
The permitting process for our cokemaking facilities is administered by the individual states. However, the main requirements for obtaining environmental construction and operating permits are found in the federal regulations. Once all requirements are satisfied, a state or local agency produces an initial draft permit. Generally, the facility reviews and comments on the initial draft. After accepting or rejecting the facility’s comments, the agency typically publishes a notice regarding the issuance of the draft permit and makes the permit and supporting documents available for public review and comment. A public hearing may be scheduled, and the U.S. Environmental Protection Agency ("EPA") also has the opportunity to comment on the draft permit. The state or local agency responds to comments on the draft permit
|
•
|
Air quality.
Our cokemaking facilities employ Maximum Available Control Technology (“MACT”) standards designed to limit emissions of certain hazardous air pollutants. Specific MACT standards apply to door leaks, charging, oven pressure, pushing and quenching. Certain MACT standards for new cokemaking facilities were developed using test data from SunCoke's Jewell cokemaking facility located in Vansant, Virginia. Under applicable federal air quality regulations, permitting requirements may differ among facilities, depending upon whether the cokemaking facility will be located in an “attainment” area—i.e., one that meets the national ambient air quality standards (“NAAQS”) for certain pollutants, or in a “non-attainment” or "unclassifiable" area. In an attainment area, the facility must install air pollution control equipment or employ Best Available Control Technology (“BACT”). In a non-attainment area, the facility must install air pollution control equipment or employ procedures that meet Lowest Achievable Emission Rate (“LAER”) standards. LAER standards are the most stringent emission limitation achieved in practice by existing facilities. Unlike the BACT analysis, cost is generally not considered as part of a LAER analysis, and emissions in a non-attainment area must be offset by emission reductions obtained from other sources.
|
•
|
Stringent NAAQS for ambient nitrogen dioxide and sulfur dioxide went into effect in 2010. In 2012, a NAAQS for fine particulate matter, or PM 2.5, went into effect. In December 2014, the EPA proposed a new and more stringent NAAQS for ozone. This proposal will undergo public comment. These new standards and any future more stringent standard for ozone have two impacts on permitting: (1) demonstrating compliance with the standard using dispersion modeling from a new facility will be more difficult; and (2) additional areas of the country may become designated as non-attainment areas. Facilities operating in areas that become non-attainment areas due to the application of new standards may be required to install Reasonably Available Control Technology (“RACT”).
|
•
|
The EPA adopted a rule in 2010 requiring a new facility that is a major source of greenhouse gases (“GHGs”) to install equipment or employ BACT procedures. Currently, there is little information on what may be acceptable as BACT to control GHGs (primarily carbon dioxide from our facilities), but the database and additional guidance may be enhanced in the future.
|
•
|
Several states have additional requirements and standards other than those in the federal statutes and regulations. Many states have lists of “air toxics” with emission limitations determined by dispersion modeling. States also often have specific regulations that deal with visible emissions, odors and nuisance. In some cases, the state delegates some or all of these functions to local agencies.
|
•
|
Wastewater and Stormwater.
Our heat recovery cokemaking technology does not produce process wastewater as is typically associated with by-product cokemaking. Our cokemaking facilities, in some cases, have wastewater discharge and stormwater permits.
|
•
|
Waste.
The primary solid waste product from our heat recovery cokemaking technology is calcium sulfate from flue gas desulfurization, which is generally taken to a solid waste landfill. The material from periodic cleaning of heat recovery steam generators is disposed of as hazardous waste. On the whole, our heat recovery cokemaking process does not generate substantial quantities of hazardous waste.
|
•
|
U.S. Endangered Species Act.
The U.S. Endangered Species Act and certain counterpart state regulations are intended to protect species whose populations allow for categorization as either endangered or threatened. With respect to permitting additional cokemaking facilities, protection of endangered or threatened species may have the effect of prohibiting, limiting the extent of or placing permitting conditions on soil removal, road building and other activities in areas containing the affected species. Based on the species that have been designated as endangered or threatened on our properties and the current application of these laws and regulations, we do not believe that they are likely to have a material adverse effect on our operations.
|
•
|
Permitting Process for Coal Mining Operations.
The U.S. coal mining permit application process is initiated by collecting baseline data to adequately assess and model the pre-mine environmental condition of the permit area, including geologic data, soil and rock structures, cultural resources, soils, surface and ground water hydrology, and coal that we intend to mine. We use this data to develop a mine and reclamation plan, which incorporate provisions of the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”), state programs and complementary environmental programs that impact coal mining. The permit application includes the mine and reclamation plan, documents defining ownership and agreements pertaining to coal, minerals, oil and gas, water rights, rights of way and surface land and documents required by the Office of Surface Mining Reclamation and
|
•
|
Bonding Requirements for Coal Mining Operations Permits.
Before a SMCRA permit is issued, a mine operator must submit a bond or other form of financial security to guarantee the payment and performance of certain long-term mine closure and reclamation obligations. The costs of these bonds or other forms of financial security have fluctuated in recent years and the market terms of surety bonds generally have become more unfavorable to mine operators. Surety providers are requiring greater amounts of collateral to secure a bond, which has required us to provide increasing quantities of cash to collateralize bonds or other forms of financial security to allow us to continue mining. These changes in the terms of the bonds have been accompanied, at times, by a decrease in the number of companies willing to issue surety bonds. As of
December 31, 2014
, we have posted an aggregate of approximately $46 million in surety bonds or other forms of financial security for reclamation purposes.
|
•
|
Clean Air Act.
The Clean Air Act and similar state laws and regulations affect our cokemaking operations, primarily through permitting and/or emissions control requirements relating to particulate matter (“PM”) and sulfur dioxide (“SO2”). The Clean Air Act air emissions programs that may affect our operations, directly or indirectly, include, but are not limited to: the Acid Rain Program; NAAQS implementation for SO2, PM and nitrogen oxides (“NOx”); GHG rules; the Clean Air Interstate Rule; MACT emissions limits for hazardous air pollutants; the Regional Haze Program; New Source Performance Standards (“NSPS”); and New Source Review. The Clean Air Act requires, among other things, the regulation of hazardous air pollutants through the development and promulgation of various industry-specific MACT standards. Our cokemaking facilities are subject to two categories of MACT standards. The first category applies to pushing and quenching. The EPA is to make a risk-based determination for pushing and quenching emissions and determine whether additional emissions reductions are necessary, but the EPA has yet to publish or propose any residual risk standards; therefore, the impact of potential additional EPA regulation in this area cannot be estimated at this time. The second category of MACT standards applicable to our cokemaking facilities applies to emissions from charging and coke oven doors.
|
•
|
Federal Energy Regulatory Commission.
The Federal Energy Regulatory Commission (“FERC”) regulates the sales of electricity from our Haverhill and Middletown facilities, including the implementation of the Federal Power Act (“FPA”) and the Public Utility Regulatory Policies Act of 1978 (“PURPA”). The nature of the operations of the Haverhill and Middletown facilities makes each facility a qualifying facility under PURPA, which exempts the facilities and the Company from certain regulatory burdens, including the Public Utility Holding Company Act of 2005 (“PUHCA”), limited provisions of the FPA, and certain state laws and regulation. FERC has granted requests for authority to sell electricity from the Haverhill and Middletown facilities at market-based rates and the entities are subject to FERC’s market-based rate regulations, which require regular regulatory compliance filings.
|
•
|
Clean Water Act of 1972.
Although our cokemaking facilities generally do not have water discharge permits, the Clean Water Act (“CWA”) may affect our operations by requiring water quality standards generally and through the National Pollutant Discharge Elimination System (“NPDES”). Regular monitoring, reporting requirements and performance standards are requirements of NPDES permits that govern the discharge of pollutants into water. Discharges must either meet state water quality standards or be authorized through available regulatory processes such as alternate standards or variances. Additionally, through the CWA Section 401 certification program, states have approval authority over federal permits or licenses that might result in a discharge to their waters.
|
•
|
Resource Conservation and Recovery Act.
We may generate wastes, including “solid” wastes and “hazardous” wastes that are subject to the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes, although certain mining and mineral beneficiation wastes and certain wastes derived from the combustion of coal currently are exempt from regulation as hazardous wastes under RCRA. The EPA has limited the disposal options for certain wastes that are designated as hazardous wastes under RCRA. Furthermore, it is possible that certain wastes generated by our operations that currently are exempt from regulation as hazardous wastes may in the future be designated as hazardous wastes, and therefore be subject to more rigorous and costly management, disposal and clean-up requirements.
|
•
|
Comprehensive Environmental Response, Compensation, and Liability Act.
Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as Superfund, and similar state laws, responsibility for the entire cost of clean-up of a contaminated site, as well as natural resource damages, can be imposed upon current or former site owners or operators, or upon any party who released one or more designated “hazardous substances” at the site, regardless of the lawfulness of the original activities that led to the contamination. In the course of our operations we may have generated and may generate wastes that fall within CERCLA’s definition of hazardous substances. We also may be an owner or operator, or a past owner or operator, of facilities at which hazardous substances have been released. Under CERCLA, we may be responsible for all or part of the costs of cleaning up facilities at which such substances have been released and for natural resource damages. We also must comply with reporting requirements under the Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act.
|
•
|
Climate Change Legislation and Regulations.
Our facilities are presently subject to the GHG reporting rule, which obligates us to report annual emissions of GHGs. The EPA also finalized a rule in 2010 requiring a new facility that is a major source of greenhouse gases (“GHGs”) to install equipment or employ BACT procedures. Currently there is little information as to what may constitute BACT for GHG in most industries. We may also be subject to the EPA’s “Tailoring Rule,” where certain modifications to our facilities could subject us to the additional permitting and other obligations relative to emissions of GSGs under the New Source Review/Prevention of Significant Deterioration (NSR/PSD) and Title V programs of the Clean Air Act based on whether the facility triggered NSR/PSD because of emissions of another pollutant such as SO2, NOx, PM, ozone or lead. The EPA has engaged in rulemakings to regulate GHG emissions from existing and new coal fired power plants, and we expect continued legal challenges to this rulemaking and any future rulemaking for other industries. For instance, on June 2, 2014, the EPA announced the Clean Power Plan, which proposes to limit CO2 emissions from existing power plants. The plan proposes a national carbon pollution standard that would, by 2030, cut emissions produced by U.S. power plants by 30% from 2005 levels. The final rule is expected to be issued in mid-summer 2015 and the emission reductions are scheduled to commence in 2020. A legal challenge to the proposed rulemaking has already been filed; other legal challenges are likely. Currently, we do not anticipate these new or existing power plan GHG rules to apply directly to our facilities, the impact of and future GHG-related legislation and regulations on us will depend on a number of factors, including whether GHG sources in multiple sectors of the economy are regulated, the overall GHG emissions cap level, the degree to which GHG offsets are allowed, the allocation of emission allowances to specific sources, actions by the states in implementing these requirements and the indirect impact of carbon regulation on coal prices. We may not recover the costs related to compliance with regulatory requirements imposed on us from our customers due to limitations in our agreements. The imposition of a carbon tax or similar regulation could materially and adversely affect our revenues.
|
•
|
Mine Improvement and New Emergency Response Act of 2006.
The Mine Improvement and New Emergency Response Act of 2006 (the “Miner Act”), has increased significantly the enforcement of safety and health standards and imposed safety and health standards on all aspects of mining operations. There also has been a significant increase in the dollar penalties assessed for citations issued.
|
•
|
Use of Explosives.
Our limited surface mining operations are subject to numerous regulations relating to blasting activities. Pursuant to these regulations, we incur costs to design and implement blast schedules and to conduct pre-blast surveys and blast monitoring. In addition, the storage of explosives is subject to strict regulatory requirements established by four different federal regulatory agencies.
|
•
|
Surface Mining Control and Reclamation Act of 1977.
The SMCRA established comprehensive operational, environmental, reclamation and closure standards for all aspects of U.S. surface mining as well as many aspects of deep mining. Where state regulatory agencies have adopted federal mining programs under SMCRA, the state becomes the regulatory authority, and states that operate federally approved state programs may impose standards that are more stringent than the requirements of SMCRA. Permitting under SMCRA generally has become more difficult in recent years, which adversely affects the cost and availability of coal. The Abandoned Mine Land Fund, which is part of SMCRA, assesses a fee on all coal produced in the U.S. From October 1, 2007 through September 30, 2012, the fee was $0.315 per ton of surface-mined coal and $0.135 per ton of underground mined coal. From October 1, 2012 through September 30, 2021, the fee has been reduced to $0.28 per ton of surface-mined coal and $0.12 per ton of underground mined coal. Our reclamation obligations under applicable environmental laws could be substantial. Under U.S. generally accepted accounting principles, we are required to account for the costs related to the closure of mines and the reclamation of the land upon exhaustion of coal reserves. The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is
|
•
|
Black Lung Benefits Revenue Act of 1977 and Black Lung Benefits Reform Act of 1977, as amended in 1981.
Under these laws, each U.S. coal mine operator must pay federal black lung benefits and medical expenses to claimants who are current and former employees and last worked for the operator after July 1, 1973. Coal mine operators also must make payments to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to July 1, 1973. The trust fund is funded by an excise tax on U.S. coal production of up to $1.10 per ton for deep-mined coal and up to $0.55 per ton for surface-mined coal, neither amount to exceed 4.4 percent of the gross sales price. The Patient Protection and Affordable Care Act (“PPACA”), which was implemented in 2010, amended previous legislation and provides for the automatic extension of awarded lifetime benefits to surviving spouses and changes the legal criteria used to assess and award claims. Our obligation related to black lung benefits is estimated based on various assumptions, including actuarial estimates, discount rates, changes in health care costs and the impact of PPACA.
|
•
|
Comprehensive Environmental Response, Compensation, and Liability Act.
Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as Superfund, and similar state laws, responsibility for the entire cost of clean-up of a contaminated site, as well as natural resource damages, can be imposed upon current or former site owners or operators, or upon any party who released one or more designated “hazardous substances” at the site, regardless of the lawfulness of the original activities that led to the contamination. In the course of our operations we may have generated and may generate wastes that fall within CERCLA’s definition of hazardous substances. We also may be an owner or operator of facilities at which hazardous substances have been released by previous owners or operators. Under CERCLA, we may be responsible for all or part of the costs of cleaning up facilities at which such substances have been released and for natural resource damages. We also must comply with reporting requirements under the Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act.
|
Name
|
Age
|
|
Position
|
Frederick A. Henderson
|
56
|
|
Chairman and Chief Executive Officer
|
Michael J. Thomson
|
56
|
|
President and Chief Operating Officer
|
Denise R. Cade
|
52
|
|
Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
|
Fay West
|
45
|
|
Senior Vice President and Chief Financial Officer
|
Allison S. Lausas
|
35
|
|
Vice President and Controller
|
Item 1A.
|
Risk Factors
|
•
|
making it more difficult for us to satisfy our obligations with respect to the notes and our other debt;
|
•
|
limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;
|
•
|
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the credit facilities, are at variable rates of interest;
|
•
|
limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
|
•
|
placing us at a competitive disadvantage to other, less leveraged competitors; and
|
•
|
increasing our cost of borrowing.
|
•
|
earthquakes, subsidence and unstable ground or other conditions that may cause damage to infrastructure or personnel;
|
•
|
fire, explosion, or other major incident causing injury to personnel and/or equipment, resulting in all or part of the cokemaking operations at one of our facilities to cease, or be severely curtailed for a period of time;
|
•
|
processing and plant equipment failures, operating hazards and unexpected maintenance problems affecting our cokemaking operations or our customers; and
|
•
|
adverse weather and natural disasters, such as severe winds, heavy rains, snow, flooding, extremes of temperature, and other natural events affecting cokemaking operations, transportation, or our customers.
|
•
|
The demand for thermal coal can be impacted by changes in the energy consumption pattern of industrial consumers, electricity generators and residential users, as well as weather conditions and extreme temperatures. The amount of thermal coal consumed for electric power generation is affected primarily by the overall demand for electricity, the availability, quality and price of competing fuels for power generation, and governmental regulation. Natural gas-fueled generation has the potential to displace coal-fueled generation, particularly from older, less efficient coal-powered generators. State and federal mandates for increased use of electricity from renewable energy sources, or the retrofitting of existing coal-fired generators with pollution control systems, also could adversely impact the demand for thermal coal. Finally, unusually warm winter weather may reduce the commercial and residential needs for heat and electricity which, in turn, may reduce the demand for thermal coal; and
|
•
|
The demand for metallurgical coal for use in the steel industry may be impacted adversely by economic downturns resulting in decreased demand for steel and an overall decline in steel production. A decline in blast furnace production of steel may reduce the demand for furnace coke, an intermediate product made from metallurgical coal. Decreased demand for metallurgical coal also may result from increased steel industry utilization of processes that do not use, or reduce the need for, furnace coke, such as electric arc furnaces, or blast furnace injection of pulverized coal or natural gas.
|
•
|
geological, hydrologic, or other conditions that may cause damage to infrastructure or personnel;
|
•
|
a major incident that causes all or part of the coal logistics operations at a site to cease for a period of time;
|
•
|
processing and plant equipment failures and unexpected maintenance problems;
|
•
|
adverse weather and natural disasters, such as heavy rains or snow, flooding, extreme temperatures and other natural events affecting coal logistics operations, transportation, or customers;
|
•
|
demand for electricity in the U.S. is impacted by industrial production, which if weakened would negatively impact the revenues, margins and profitability of our coal logistics business;
|
•
|
demand for metallurgical coal depends on steel demand in the U.S. and globally, which if weakened would negatively impact the revenues, margins and profitability of our coal logistics business;
|
•
|
the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables; and
|
•
|
our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for potential acquisitions, or other growth opportunities.
|
•
|
the domestic and foreign demand and supply for metallurgical coal;
|
•
|
the quantity and quality of coal available from domestic and foreign competitors;
|
•
|
the demand for steel, which may lead to price fluctuations in the re-pricing of our metallurgical coal contracts;
|
•
|
competition within our industry;
|
•
|
adverse weather, extreme temperatures, climatic or other natural conditions, including natural disasters;
|
•
|
domestic and foreign economic conditions, including economic slowdowns;
|
•
|
legislative, regulatory and judicial developments, environmental regulatory changes or changes in energy policy and energy conservation measures that would adversely affect the coal industry, such as legislation limiting carbon emissions; and
|
•
|
the proximity, capacity and cost of transportation facilities.
|
•
|
limitations on land use;
|
•
|
mine permitting and licensing requirements;
|
•
|
reclamation and restoration of mining properties after mining is completed;
|
•
|
management of materials generated by mining operations;
|
•
|
the storage, treatment and disposal of wastes;
|
•
|
remediation of contaminated soil and groundwater, including with respect to past or legacy mining operations;
|
•
|
air quality standards;
|
•
|
water pollution;
|
•
|
protection of human health, plant-life and wildlife, including endangered or threatened species;
|
•
|
protection of wetlands;
|
•
|
the discharge of materials into the environment;
|
•
|
the effects of mining on surface water and groundwater quality and availability; and
|
•
|
the management of electrical equipment containing polychlorinated biphenyls.
|
•
|
poor mining conditions resulting from geological, hydrologic or other conditions that may cause damage to nearby infrastructure or mine personnel;
|
•
|
variations in the thickness and quality of coal seams, and variations in the amounts of rock and other natural materials overlying the coal being mined;
|
•
|
a major incident at a mine site that causes all or part of the operations of the mine to cease for some period of time;
|
•
|
mining, processing and plant equipment failures and unexpected maintenance problems;
|
•
|
adverse weather, extreme temperatures, and natural disasters, such as heavy rains or snow, flooding and other natural events affecting operations, transportation or customers;
|
•
|
unexpected or accidental surface subsidence from underground mining;
|
•
|
accidental mine water discharges, fires, explosions or similar mining accidents; and
|
•
|
competition and/or conflicts with other natural resource extraction activities and production within our operating areas, such as coalbed methane extraction.
|
•
|
quality of the coal;
|
•
|
historical production from the area compared with production from other producing areas;
|
•
|
geological and mining conditions, which may not be fully identified by available exploration data and/or may differ from our experiences in areas where we currently mine;
|
•
|
the percentage of coal ultimately recoverable;
|
•
|
the assumed effects of regulation, including the issuance of required permits, taxes, including severance and excise taxes and royalties, and other payments to governmental agencies;
|
•
|
assumptions concerning the timing for the development of the reserves; and
|
•
|
assumptions concerning equipment and productivity, future coal prices, operating costs, including costs for critical supplies such as fuel and tires, capital expenditures and development and reclamation costs.
|
•
|
a Board of Directors that is divided into three classes with staggered terms;
|
•
|
action by written consent of stockholders may only be taken unanimously by holders of all our shares of common stock;
|
•
|
rules regarding how our stockholders may present proposals or nominate directors for election at stockholder meetings;
|
•
|
the right of our Board of Directors to issue preferred stock without stockholder approval;
|
•
|
limitations on the right of stockholders to remove directors; and
|
•
|
limitations on our ability to be acquired.
|
•
|
Prior to the Separation, our business was operated by Sunoco as part of its broader corporate organization, rather than as an independent company. Sunoco or one of its affiliates performed various corporate functions for us, including, but not limited to, legal services, treasury, accounting, auditing, risk management, information technology, human resources, corporate affairs, tax administration, certain governance functions (including internal audit and compliance with the Sarbanes-Oxley Act of 2002) and external reporting. Our historical financial results reflect allocations of corporate expenses from Sunoco for these and similar functions. These allocations are likely less than the comparable expenses we believe we would have incurred had we operated as a separate public company.
|
•
|
Previously, our business was integrated with the other businesses of Sunoco. Historically, we have shared economies of scale in costs, employees, vendor relationships and customer relationships. While we entered into transition agreements with Sunoco in connection with the Separation that govern certain commercial and other relationships between us, those transitional arrangements may not fully capture the benefits our businesses have enjoyed as a result of being integrated with the other businesses of Sunoco. The loss of these benefits could have an adverse effect on our cash flows, financial position and results of operations.
|
•
|
Generally, prior to the Separation, our working capital requirements and capital for our general corporate purposes, including acquisitions, research and development and capital expenditures, were satisfied as part of the enterprise-wide cash management policies of Sunoco. In connection with the Separation and the IPO, we obtained financing in the form of our credit facilities and notes. In the future, we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements.
|
•
|
The cost of capital for our business may be higher than Sunoco’s cost of capital prior to the Separation. Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a public company separate from Sunoco. The adjustments and allocations we have made in preparing our historical consolidated financial statements may not appropriately reflect our operations during those periods as if we had in fact operated as a stand-alone entity, or what the actual effect of our Separation from Sunoco will be.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
•
|
Approximately 66 acres in Vansant (Buchanan County), Virginia, on which the Jewell cokemaking facility is located, along with an additional approximately 2,550 acres including the offices, warehouse and support buildings for our Jewell coal and coke affiliates located in Buchanan County, Virginia, as well as other general property holdings and unoccupied land in Buchanan County, Virginia and McDowell County, West Virginia. In addition, we own certain mineral rights on approximately 1,650 acres of property in Buchanan, Dickenson and Wise Counties, Virginia.
|
•
|
Approximately 250 acres in Russell County, Virginia owned by the HKCC Companies, which include a warehousing facility, two coal preparation plants and certain coal loadout facilities as well as unoccupied land.
|
•
|
Approximately 400 acres in Franklin Furnace (Scioto County), Ohio, on which the Haverhill cokemaking facility (both the first and second phases) is located.
|
•
|
Approximately 41 acres in Granite City (Madison County), Illinois, adjacent to the U.S. Steel Granite City Works facility, on which the Granite City cokemaking facility is located. Upon the earlier of ceasing production at the facility or the end of 2044, U.S. Steel has the right to repurchase the property, including the facility, at the fair market value of the land. Alternatively, U.S. Steel may require us to demolish and remove the facility and remediate the site to original condition upon exercise of its option to repurchase the land.
|
•
|
Approximately 250 acres in Middletown (Butler County), Ohio near AK Steel’s Middletown Works facility, on which the Middletown cokemaking facility is located.
|
•
|
Approximately 180 acres in Ceredo (Wayne County), West Virginia and approximately 36 acres in White Creek (Boyd County), Kentucky on which KRT has two coal terminals and one liquids terminal for its coal blending and handling services along the Ohio and Big Sandy Rivers.
|
•
|
Approximately 88 acres of land located in East Chicago (Lake County), Indiana, on which the Indiana Harbor cokemaking facility is located and the coal handling and blending facilities that service the Indiana Harbor cokemaking facility. The leased property is inside ArcelorMittal’s Indiana Harbor Works facility and is part of an enterprise zone.
|
•
|
Approximately 22 acres of land located in Buchanan County, Virginia, on which one of our coal preparation plants is located.
|
•
|
Approximately 25 acres in Belle (Kanawha County), West Virginia on which KRT has a coal terminal for its coal blending and handling services along the Kanawha River.
|
•
|
Our former corporate headquarters located in Knoxville, Tennessee, under a ten year lease which commenced in 2007. This space is being marketed to sublease to another tenant for the remainder of the lease term, although we will remain directly liable to the landlord under the original lease.
|
•
|
Our corporate headquarters is located in leased office space in Lisle, Illinois under an 11-year lease that commenced in 2011.
|
|
Total Demonstrated Reserves (millions of tons)
(1)(2)
|
|||||||||||||||||||||||||||||||
|
Reserves
|
|
Tons by
Assignment
|
|
Tons by
Mining Type
|
|
Tons by
Permit Status
|
|
Tons by
Property Control
|
|||||||||||||||||||||||
Seam
|
Total
|
|
Proven
|
|
Probable
|
|
Assigned
|
|
Unassigned
|
|
Surface
|
|
Deep
|
|
Permitted
|
|
Not
Permitted
|
|
Owned
|
|
Leased
|
|||||||||||
Hagy
|
0.30
|
|
|
0.14
|
|
|
0.16
|
|
|
0.04
|
|
|
0.26
|
|
|
—
|
|
|
0.30
|
|
|
0.04
|
|
|
0.26
|
|
|
—
|
|
|
0.30
|
|
Middle Splashdam
|
1.58
|
|
|
1.42
|
|
|
0.16
|
|
|
0.27
|
|
|
1.31
|
|
|
—
|
|
|
1.58
|
|
|
0.27
|
|
|
1.31
|
|
|
—
|
|
|
1.58
|
|
Upper Banner
|
0.52
|
|
|
0.41
|
|
|
0.11
|
|
|
—
|
|
|
0.52
|
|
|
—
|
|
|
0.52
|
|
|
—
|
|
|
0.52
|
|
|
—
|
|
|
0.52
|
|
Kennedy
|
2.70
|
|
|
2.22
|
|
|
0.48
|
|
|
0.06
|
|
|
2.64
|
|
|
—
|
|
|
2.70
|
|
|
0.06
|
|
|
2.64
|
|
|
—
|
|
|
2.70
|
|
Red Ash
|
26.47
|
|
|
16.33
|
|
|
10.14
|
|
|
2.79
|
|
|
23.68
|
|
|
—
|
|
|
26.47
|
|
|
2.79
|
|
|
23.68
|
|
|
—
|
|
|
26.47
|
|
Jawbone Rider
|
7.28
|
|
|
4.27
|
|
|
3.01
|
|
|
0.01
|
|
|
7.27
|
|
|
—
|
|
|
7.28
|
|
|
0.01
|
|
|
7.27
|
|
|
—
|
|
|
7.28
|
|
Jawbone (JB30)
|
40.49
|
|
|
23.88
|
|
|
16.61
|
|
|
8.08
|
|
|
32.41
|
|
|
0.30
|
|
|
40.19
|
|
|
8.08
|
|
|
32.41
|
|
|
—
|
|
|
40.49
|
|
Tiller
|
11.12
|
|
|
7.86
|
|
|
3.26
|
|
|
8.07
|
|
|
3.05
|
|
|
0.03
|
|
|
11.09
|
|
|
8.07
|
|
|
3.05
|
|
|
—
|
|
|
11.12
|
|
Grand Total
|
90.46
|
|
|
56.53
|
|
|
33.93
|
|
|
19.32
|
|
|
71.14
|
|
|
0.33
|
|
|
90.13
|
|
|
19.32
|
|
|
71.14
|
|
|
—
|
|
|
90.46
|
|
(1)
|
All tons are recoverable, reserve tons utilizing appropriate mine recovery, wash recovery at 1.50 float, preparation plant efficiency, and moisture factors.
|
(2)
|
Amounts may not add to totals due to rounding.
|
|
Total Demonstrated Reserves (millions of tons)
(1)(2)
|
|||||||||||||||||||||||||||||
|
Reserves
|
|
Tons by
Assignment
|
|
Tons by
Mining Type
|
|
Tons by
Permit Status
|
|
Tons by
Property Control
|
|||||||||||||||||||||
Seam
|
Total
|
|
Proven
|
|
Probable
|
|
Assigned
|
|
Unassigned
|
|
Surface
|
|
Deep
|
|
Permitted
|
|
Not
Permitted
|
|
Owned
|
|
Leased
|
|||||||||
Lower Banner
|
2.04
|
|
|
1.15
|
|
|
0.89
|
|
|
2.04
|
|
|
—
|
|
|
0.71
|
|
|
1.33
|
|
0.27
|
|
|
1.77
|
|
0.03
|
|
|
2.01
|
|
Kennedy
|
3.25
|
|
|
2.82
|
|
|
0.43
|
|
|
3.25
|
|
|
—
|
|
|
0.19
|
|
|
3.06
|
|
0.55
|
|
|
2.70
|
|
0.04
|
|
|
3.21
|
|
Red Ash
|
4.98
|
|
|
4.52
|
|
|
0.46
|
|
|
4.98
|
|
|
—
|
|
|
—
|
|
|
4.98
|
|
—
|
|
|
4.98
|
|
—
|
|
|
4.98
|
|
Jawbone Rider
|
7.60
|
|
|
6.76
|
|
|
0.84
|
|
|
7.60
|
|
|
—
|
|
|
—
|
|
|
7.60
|
|
—
|
|
|
7.60
|
|
—
|
|
|
7.60
|
|
Jawbone (JB20-30 & JB 10-30)
|
1.44
|
|
|
1.43
|
|
|
0.01
|
|
|
1.44
|
|
|
—
|
|
|
—
|
|
|
1.44
|
|
—
|
|
|
1.44
|
|
—
|
|
|
1.44
|
|
Grand Total
|
19.31
|
|
|
16.68
|
|
|
2.63
|
|
|
19.31
|
|
|
—
|
|
|
0.90
|
|
|
18.41
|
|
0.82
|
|
|
18.49
|
|
0.07
|
|
|
19.24
|
|
(1)
|
All tons are recoverable, reserve tons utilizing appropriate mine recovery, wash recovery at 1.50 float, and moisture factors.
|
(2)
|
Amounts may not add to totals due to rounding.
|
|
Years Ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(thousands of tons)
|
|||||||||||||
Company Operated Mines
|
817
|
|
|
783
|
|
|
867
|
|
|
842
|
|
|
878
|
|
Contractor Operated Mines
(1)
|
413
|
|
|
559
|
|
|
609
|
|
|
522
|
|
|
226
|
|
Total
|
1,230
|
|
|
1,342
|
|
|
1,476
|
|
|
1,364
|
|
|
1,104
|
|
(1)
|
These amounts include coal production of the HKCC Companies, which we acquired in January 2011.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities
|
|
2014
|
|
2013
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
23.85
|
|
|
$
|
19.82
|
|
|
$
|
17.47
|
|
|
$
|
16.05
|
|
Second Quarter
|
23.90
|
|
|
19.52
|
|
|
16.41
|
|
|
14.02
|
|
||||
Third Quarter
|
24.57
|
|
|
21.22
|
|
|
17.14
|
|
|
13.71
|
|
||||
Fourth Quarter
|
24.09
|
|
|
17.75
|
|
|
23.16
|
|
|
17.15
|
|
Period
|
|
Total Number
of Shares Purchased |
|
Average
Price Paid per Share |
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Dollar Value
that May Yet
Be Purchased
under the
Plans or
Programs
|
||||||
|
|
(In millions, except per share amounts)
|
||||||||||||
October 1 – 31, 2014
|
|
3,221,760
|
|
|
$
|
23.28
|
|
|
3,221,760
|
|
|
$
|
75,000,000
|
|
November 1 – 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
75,000,000
|
|
December 1 – 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
75,000,000
|
|
For the quarter ended December 31, 2014
|
|
3,221,760
|
|
|
|
|
|
|
|
Item 6.
|
Selected Financial Data
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(Dollars in millions, except per share amounts)
|
||||||||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
1,472.7
|
|
|
$
|
1,585.5
|
|
|
$
|
1,864.7
|
|
|
$
|
1,493.5
|
|
|
$
|
1,325.6
|
|
Operating income
|
$
|
109.8
|
|
|
$
|
136.5
|
|
|
$
|
147.6
|
|
|
$
|
32.0
|
|
|
$
|
172.1
|
|
Income from continuing operations
|
$
|
4.2
|
|
|
$
|
65.6
|
|
|
$
|
82.0
|
|
|
$
|
37.6
|
|
|
$
|
143.1
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
$
|
24.3
|
|
|
$
|
25.1
|
|
|
$
|
3.7
|
|
|
$
|
(1.7
|
)
|
|
$
|
7.1
|
|
(Loss) income from continuing operations attributable to SunCoke Energy, Inc. / net parent investment
|
$
|
(20.1
|
)
|
|
$
|
40.5
|
|
|
$
|
78.3
|
|
|
$
|
39.3
|
|
|
$
|
136.0
|
|
(Loss) earnings from continuing operations attributable to SunCoke Energy, Inc. / net parent investment per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.29
|
)
|
|
$
|
0.58
|
|
|
$
|
1.12
|
|
|
$
|
1.94
|
|
|
$
|
0.56
|
|
Diluted
|
$
|
(0.29
|
)
|
|
$
|
0.58
|
|
|
$
|
1.11
|
|
|
$
|
1.94
|
|
|
$
|
0.56
|
|
Other Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
139.0
|
|
|
$
|
233.6
|
|
|
$
|
239.2
|
|
|
$
|
127.5
|
|
|
$
|
40.1
|
|
Total assets
|
$
|
1,998.1
|
|
|
$
|
2,243.9
|
|
|
$
|
2,011.0
|
|
|
$
|
1,941.8
|
|
|
$
|
1,718.4
|
|
Total debt
|
$
|
651.5
|
|
|
$
|
689.1
|
|
|
$
|
723.4
|
|
|
$
|
726.4
|
|
|
$
|
—
|
|
SunCoke Energy, Inc. stockholders’ equity / net parent investment
|
$
|
431.7
|
|
|
$
|
557.4
|
|
|
$
|
539.1
|
|
|
$
|
525.5
|
|
|
$
|
369.5
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
We were formed as a wholly-owned subsidiary of Sunoco. 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. As of such date, Sunoco owned 100 percent of our common stock. On July 26, 2011, we completed an initial public offering (“IPO”) of 13,340,000 shares of our common stock, or 19.1 percent of our outstanding common stock. Following the IPO, Sunoco continued to own 56,660,000 shares of our common stock, or 80.9 percent of our outstanding common stock.
|
•
|
On the Distribution Date, Sunoco made a pro-rata, tax free distribution (the “Distribution”) of the remaining shares of our common stock that it owned in the form of a special stock dividend to Sunoco shareholders. Sunoco shareholders received 0.53046456 of a share of common stock for every share of Sunoco common stock held as of the close of business on January 5, 2012, the record date for the Distribution. After the Distribution, Sunoco ceased to own any shares of our common stock.
|
•
|
Total revenues were
$1,472.7 million
in
2014
compared to
$1,585.5 million
in
2013
. The decrease was primarily due to the pass-through of lower coal prices within our Domestic Coke segment. Lower coke sales volumes at our Indiana Harbor and Haverhill facilities also reduced revenues. These decreases were partially offset by a full year contribution of revenues from our Coal Logistics segment, which was acquired during the second half of 2013.
|
•
|
Adjusted EBITDA from continuing operations was
$237.8 million
in
2014
compared to
$221.8 million
in
2013
. This increase was primarily driven by a
$9.6 million
increase in Adjusted EBITDA from our Coal Logistics segment due to the timing of acquisitions during 2013. Also increasing Adjusted EBITDA was the impact of our contract renewal at Indiana Harbor, which contains an increase in the fixed fee per ton of coke produced.
|
•
|
Income from continuing operations was
$4.2 million
in
2014
compared to
$65.6 million
in
2013
and was impacted by the items described above as well as the following:
|
◦
|
Impairment charges in 2014 of
$30.5 million
related to our equity method investment in Visa SunCoke and
$16.8 million
related to our coal preparation plant, which is a legacy asset that is excluded from discontinued operations as it is not expected to be part of the sale of our coal mining business.
|
◦
|
Higher depreciation expense of
$19.0 million
driven by additional depreciation on certain assets at our Indiana Harbor facility; and
|
◦
|
Higher interest expense of
$10.9 million
primarily related to debt refinancing activities.
|
•
|
Net loss attributable to shareholders was
$126.1 million
in
2014
compared to net income attributable to shareholders of
$25.0 million
in
2013
and was impacted by the items described above as well as the following:
|
◦
|
Increases in loss on discontinued operations, net of tax, to
$106.0 million
in
2014
from
$15.5 million
in
2013
due primarily to impairment charges of
$133.5 million
, or
$81.9 million
, net of tax in 2014, as well as a decline in the average coal sales price of $18 per ton partly offset by lower coal cash production costs of $9 per ton.
|
•
|
Cash generated from continuing operating activities was
$130.0 million
in
2014
compared to
$156.7 million
in
2013
, driven by working capital changes largely due to higher inventory levels and the timing of accounts payable.
|
•
|
Sustained a high-level of operating performance in the Domestic Coke and Coal Logistics operations; made progress on stabilizing our India joint venture
|
•
|
Actively marketed sale of coal operations while continuing to drive improvements and efficiencies in our operations; developed coal rationalization plan to minimize losses while pursuing sale of coal operations
|
•
|
Executed dropdown of cokemaking assets to the Partnership and returned capital to shareholders by way of share buyback and initiation of dividend
|
•
|
Explored growth opportunities in cokemaking, coal logistics and a potential entry into the ferrous value chain
|
•
|
Sustain a high-level of operating performance in our Domestic Coke and Coal Logistics segments
|
•
|
Pursue growth opportunities with a focus on industrial raw materials processing and logistics
|
•
|
Exit the coal business while minimizing the cash flow impact and rationalizing coal production
|
•
|
Continue to optimize our capital structure and highlight the value of our coke assets via dropdowns to the Partnership
|
•
|
Enhance shareholder value by returning capital in a disciplined manner
|
•
|
Discontinued coal business.
On July 17, 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, and continue to be, reflected as discontinued operations and the related net assets are presented as held for sale in the Company’s consolidated financial statements. The coal mining net assets and results of operations for all periods presented have been reclassified to reflect discontinued operations and held for sale presentation.
|
•
|
Legacy Costs.
Concurrent with the presentation of our coal mining business as discontinued operations and held for sale, certain legacy coal mining assets (i.e. coal preparation plant) and liabilities (i.e. black lung, workers' compensation, certain asset retirement obligations and net pension and other postretirement employee benefit obligations) are expected to be retained by the Company and are not part of the disposal group, and therefore, are reported in continuing operations in Corporate and Other. Legacy assets totaled
$12.9 million
and
$30.5 million
and legacy liabilities totaled
$86.9 million
and
$68.6 million
at December 31, 2014 and 2013, respectively.
|
•
|
Coal Logistics.
Coal Logistics reported revenues of
$55.0 million
, of which
$18.8 million
were intercompany revenues, Adjusted EBITDA of
$14.3 million
and Adjusted EBITDA per ton of
$0.75
for the year ended
December 31, 2014
. For the year ended
December 31, 2013
, Coal Logistics reported revenues of
$13.6 million
, of which
$5.5 million
were intercompany revenues, Adjusted EBITDA of
$4.7 million
and Adjusted EBITDA per ton of
$1.24
. Comparisons between periods were impacted by the timing of acquisitions in 2013.
|
•
|
India Equity Method Investment.
Loss from our equity method investment in Visa SunCoke, which we entered into in March of 2013, was $35.0 million and $2.2 million in 2014 and 2013, respectively. The 2014 loss included a
$30.5 million
impairment charge to our investment.
|
•
|
Indiana Harbor Cokemaking Operations.
Through an engineering study, we identified major refurbishment projects that were necessary to preserve the production capacity of the Indiana Harbor facility and position the Company to extend its existing coke sale agreement. We completed the refurbishment project in the first half of 2014 and spent approximately $105 million from 2012 to 2014. Effective October 1, 2013, the Company entered into a 10-year extension of its existing Indiana Harbor coke sales agreement, which contains an increase in the fixed fee per ton of coke produced to recognize the additional capital that has been deployed. This increase in fixed fee per ton contributed $7.5 million to Adjusted EBITDA in 2014 as compared to the prior year. As a result of this refurbishment work, the useful lives of certain assets were revised and we recorded additional depreciation of $19.9 million over the refurbishment period. This additional depreciation of $8.2 million, $9.5 million and $2.2 million, or $0.12, $0.14 and $0.03 per common share from continuing operations, was recorded during the years ended 2014, 2013 and 2012, respectively.
|
•
|
I
nterest Expense, net.
Interest expense, net was
$63.2 million
,
$52.3 million
, and
$47.6 million
for the years ended
December 31, 2014
,
2013
and
2012
, respectively, was impacted by the following items:
|
◦
|
Total debt refinancing costs of $15.4 million, which includes an $11.4 million market premium to tender the senior notes, were recorded in 2014 compared to $3.7 million of debt refinancing costs recorded in 2013 and no debt refinancing costs in 2012; and
|
◦
|
Interest of $3.2 million, $1.0 million and $0.1 million was capitalized in connection with the environmental remediation project during the years ended
December 31, 2014
,
2013
and
2012
, respectively.
|
•
|
Noncontrolling Interest.
Income attributable to noncontrolling interest was
$24.3 million
,
$25.1 million
and
$3.7 million
for the years ended
December 31, 2014
,
2013
and
2012
, respectively, reflecting the impacts of the formation of the Partnership and the subsequent Haverhill and Middletown Dropdown transaction previously discussed.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Revenues
|
|
||||||||||
Sales and other operating revenue
|
$
|
1,461.5
|
|
|
$
|
1,572.2
|
|
|
$
|
1,853.7
|
|
Other income, net
|
11.2
|
|
|
13.3
|
|
|
11.0
|
|
|||
Total revenues
|
1,472.7
|
|
|
1,585.5
|
|
|
1,864.7
|
|
|||
Costs and operating expenses
|
|
|
|
|
|
||||||
Cost of products sold and operating expenses
|
1,174.1
|
|
|
1,282.5
|
|
|
1,573.1
|
|
|||
Selling, general and administrative expenses
|
75.9
|
|
|
89.4
|
|
|
79.0
|
|
|||
Depreciation and amortization expenses
|
96.1
|
|
|
77.1
|
|
|
65.0
|
|
|||
Asset impairment
|
16.8
|
|
|
—
|
|
|
—
|
|
|||
Total costs and operating expenses
|
1,362.9
|
|
|
1,449.0
|
|
|
1,717.1
|
|
|||
Operating income
|
109.8
|
|
|
136.5
|
|
|
147.6
|
|
|||
Interest expense, net
|
63.2
|
|
|
52.3
|
|
|
47.6
|
|
|||
Income before income tax expense and loss from equity method investment
|
46.6
|
|
|
84.2
|
|
|
100.0
|
|
|||
Income tax expense
|
7.4
|
|
|
16.4
|
|
|
18.0
|
|
|||
Loss from equity method investment
|
35.0
|
|
|
2.2
|
|
|
—
|
|
|||
Income from continuing operations
|
4.2
|
|
|
65.6
|
|
|
82.0
|
|
|||
(Loss) income from discontinued operations, net of income tax benefit (expense) of $66.2 million, $9.7 million and ($5.3) million, respectively
|
(106.0
|
)
|
|
(15.5
|
)
|
|
20.5
|
|
|||
Net (loss) income
|
(101.8
|
)
|
|
50.1
|
|
|
102.5
|
|
|||
Less: Net income attributable to noncontrolling interests
|
24.3
|
|
|
25.1
|
|
|
3.7
|
|
|||
Net (loss) income attributable to SunCoke Energy, Inc.
|
$
|
(126.1
|
)
|
|
$
|
25.0
|
|
|
$
|
98.8
|
|
•
|
Domestic Coke consists of our Jewell, Indiana Harbor, Haverhill, Granite City and Middletown cokemaking and heat recovery operations located in Vansant, Virginia; East Chicago, Indiana; Franklin Furnace, Ohio; Granite City, Illinois; and Middletown, Ohio, respectively.
|
•
|
Brazil Coke consists of our operations in Vitória, Brazil, where we operate a cokemaking facility for a Brazilian subsidiary of ArcelorMittal;
|
•
|
India Coke consists of our cokemaking joint venture with Visa Steel in Odisha, India.
|
•
|
Coal Logistics consists of our coal handling and blending service operations in East Chicago, Indiana; Ceredo, West Virginia; Belle, West Virginia; and Catlettsburg, Kentucky.
|
•
|
Take-or-Pay Provisions
. Substantially all of our coke sales at our domestic cokemaking facilities are under take-or-pay contracts that require us to produce the contracted volumes of coke and require the customer to purchase such volumes of coke up to a specified tonnage or pay the contract price for any tonnage they elect not to take. As a result, our ability to produce the contracted coke volume and performance by our customers are key determinants of our profitability. We generally do not have significant spot coke sales since our domestic capacity is consumed by long-term contracts; accordingly, spot prices for coke do not generally affect our revenues.
|
•
|
Coal Cost Component with Pass-Through Provisions
. The largest cost component of our coke is the cost of purchased coal, including any transportation or handling costs. Under the contracts at our domestic cokemaking facilities, coal costs are a pass-through component of the coke price, provided that we realize certain targeted coal-to-coke yields. When targeted coal-to-coke yields are achieved, the price of coal is not a significant determining factor in the profitability of these facilities, although it does affect our revenue and cost of sales for these facilities in approximately equal amounts. However, to the extent that the actual coal-to-coke yields are less than the contractual standard, we are responsible for the cost of the excess coal used in the cokemaking process. Conversely, to the extent our actual coal-to-coke yields are higher than the contractual standard, we realize gains. As coal prices decline, the benefits associated with favorable coal-to-coke yields also decline. The coal component of the Jewell coke price is fixed annually for each calendar year based on the weighted-average contract price of third-party coal purchases at our Haverhill facility applicable to ArcelorMittal coke sales.
|
•
|
Operating Cost Component with Pass-Through or Inflation Adjustment Provisions
. Our coke prices include an operating cost component. Operating costs under four of our coke sales agreements are passed through to the respective customers subject to an annually negotiated budget in some cases subject to a cap annually adjusted for inflation, and we share any difference in costs from the budgeted amounts with our customers. Under our other two coke sales agreements, the operating cost component for our coke sales are fixed subject to an annual adjustment based on an inflation index. Beginning in 2015, the operating and maintenance cost recovery mechanism in our Indiana Harbor coke sales agreement will shift from an annually negotiated budget amount with a cap to a fixed recovery per ton. Accordingly, actual operating costs can have a significant impact on the profitability of all our domestic cokemaking facilities.
|
•
|
Fixed Fee Component
. Our coke prices also include a per ton fixed fee component for each ton of coke sold to the customer, which is determined at the time the coke sales agreement is signed and is effective for the term of each sales agreement. The fixed fee is intended to provide an adequate return on invested capital to SunCoke and may differ based on investment levels, tax benefits and other considerations. The actual return on invested capital at any facility is based on the fixed fee per ton and favorable or unfavorable performance on pass-through cost items.
|
•
|
Tax Component
. Our coke sales agreements also contain provisions that generally permit the pass-through of all applicable taxes (other than income taxes) related to the production of coke at our facilities.
|
•
|
Coke Transportation Cost Component
. Where we deliver coke to our customers via rail, our coke sales agreements also contain provisions that permit the pass-through of all applicable transportation costs related to the transportation of coke to our customers.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions, except per ton amounts)
|
||||||||||
Sales and other operating revenues:
|
|
|
|
|
|
||||||
Domestic Coke
|
$
|
1,388.3
|
|
|
$
|
1,528.7
|
|
|
$
|
1,816.8
|
|
Brazil Coke
|
37.0
|
|
|
35.4
|
|
|
36.9
|
|
|||
Coal Logistics
|
36.2
|
|
|
8.1
|
|
|
—
|
|
|||
Coal Logistics intersegment sales
|
18.8
|
|
|
5.5
|
|
|
—
|
|
|||
Corporate and other intersegment sales
|
18.6
|
|
|
17.5
|
|
|
17.9
|
|
|||
Elimination of intersegment sales
|
(37.4
|
)
|
|
(23.0
|
)
|
|
(17.9
|
)
|
|||
Total sales and other operating revenue
|
$
|
1,461.5
|
|
|
$
|
1,572.2
|
|
|
$
|
1,853.7
|
|
Adjusted EBITDA
(1)
:
|
|
|
|
|
|
||||||
Adjusted EBITDA from continuing operations:
|
|
|
|
|
|
||||||
Domestic Coke
|
$
|
247.9
|
|
|
$
|
243.2
|
|
|
$
|
249.3
|
|
Brazil Coke
|
18.9
|
|
|
16.1
|
|
|
11.9
|
|
|||
India Coke
|
(3.1
|
)
|
|
0.9
|
|
|
—
|
|
|||
Coal Logistics
|
14.3
|
|
|
4.7
|
|
|
—
|
|
|||
Corporate and Other
|
(40.2
|
)
|
|
(43.1
|
)
|
|
(33.5
|
)
|
|||
Total Adjusted EBITDA from continuing operations
|
$
|
237.8
|
|
|
$
|
221.8
|
|
|
$
|
227.7
|
|
Legacy costs, net
|
(17.1
|
)
|
|
(0.4
|
)
|
|
(3.9
|
)
|
|||
Adjusted EBITDA from discontinued operations
|
(10.0
|
)
|
|
(6.3
|
)
|
|
41.8
|
|
|||
Adjusted EBITDA
|
$
|
210.7
|
|
|
$
|
215.1
|
|
|
$
|
265.6
|
|
Coke Operating Data:
|
|
|
|
|
|
||||||
Domestic Coke capacity utilization (%)
|
98
|
|
|
101
|
|
|
102
|
|
|||
Domestic Coke production volumes (thousands of tons)
|
4,175
|
|
|
4,269
|
|
|
4,342
|
|
|||
Domestic Coke sales volumes (thousands of tons)
(2)
|
4,184
|
|
|
4,263
|
|
|
4,345
|
|
|||
Domestic Coke Adjusted EBITDA per ton
(3)
|
$
|
59.25
|
|
|
$
|
57.05
|
|
|
$
|
57.38
|
|
Brazilian Coke production—operated facility (thousands of tons)
|
1,516
|
|
|
876
|
|
|
1,209
|
|
|||
Indian Coke sales volumes (thousands of ton)
(4)
|
361
|
|
|
257
|
|
|
—
|
|
|||
Coal Logistics Operating Data:
|
|
|
|
|
|
||||||
Tons handled (thousands of tons)
|
19,037
|
|
|
3,785
|
|
|
—
|
|
|||
Coal Logistics Adjusted EBITDA per ton handled
(5)
|
$
|
0.75
|
|
|
$
|
1.24
|
|
|
$
|
—
|
|
(1)
|
See definition of Adjusted EBITDA and reconciliation to GAAP at the end of this Item.
|
(2)
|
Excludes
22 thousand
tons of consigned coke sales in the year ended December 31, 2013 and
73 thousand
tons of consigned coke sales in the year ended December 31, 2012.
|
(3)
|
Reflects Domestic Coke Adjusted EBITDA divided by Domestic Coke sales volumes.
|
(4)
|
Represents 100% of VISA SunCoke sales volumes.
|
(5)
|
Reflects Coal Logistics Adjusted EBITDA divided by Coal Logistics tons handled.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Net cash provided by continuing operating activities
|
$
|
130.0
|
|
|
$
|
156.7
|
|
|
$
|
144.0
|
|
Net cash used in continuing investing activities
|
(118.3
|
)
|
|
(313.3
|
)
|
|
(54.2
|
)
|
|||
Net cash (used in) provided by continuing financing activities
|
(81.7
|
)
|
|
169.7
|
|
|
(10.3
|
)
|
|||
Net (decrease) increase in cash and cash equivalents from discontinued operations
|
(24.6
|
)
|
|
(18.7
|
)
|
|
32.2
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(94.6
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
111.7
|
|
•
|
ongoing capital expenditures required to maintain equipment reliability, the integrity and safety of our coke ovens and steam generators and to comply with environmental regulations. Ongoing capital expenditures are made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of the assets and/or to extend their useful lives and also include new equipment that improves the efficiency, reliability or effectiveness of existing assets. Ongoing capital expenditures do not include normal repairs and maintenance expenses, which are expensed as incurred;
|
•
|
environmental remediation project expenditures required to implement design changes to ensure that our existing facilities operate in accordance with existing environmental permits; and
|
•
|
expansion capital expenditures to acquire and/or construct complementary assets to grow our business and to expand existing facilities as well as capital expenditures made to enable the renewal of a coke sales agreement and on which we expect to earn a reasonable return.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Ongoing capital
|
$
|
43.7
|
|
|
$
|
38.2
|
|
|
$
|
35.7
|
|
Environmental remediation project
(1)
|
46.4
|
|
|
27.9
|
|
|
4.8
|
|
|||
Expansion capital
(2)
|
|
|
|
|
|
||||||
Indiana Harbor
|
24.2
|
|
|
66.2
|
|
|
13.7
|
|
|||
Other capital expansion
|
4.0
|
|
|
—
|
|
|
—
|
|
|||
Total expansion capital
|
28.2
|
|
|
66.2
|
|
|
13.7
|
|
|||
Total capital expenditures from continuing operations
|
118.3
|
|
|
132.3
|
|
|
54.2
|
|
|||
Capital expenditures on discontinued operations
|
6.9
|
|
|
13.3
|
|
|
29.9
|
|
|||
Total capital expenditures
|
$
|
125.2
|
|
|
$
|
145.6
|
|
|
$
|
84.1
|
|
(1)
|
Includes capitalized interest of $3.2 million, $1.0 million and $0.1 million in
2014
,
2013
and
2012
, respectively.
|
(2)
|
Excludes the investment in VISA SunCoke and the acquisitions of Lake Terminal and KRT.
|
•
|
Total ongoing capital expenditures of approximately $45 million, of which $17 million will be spent at the Partnership;
|
•
|
Total capital expenditures on environmental remediation projects of approximately $30 million, all of which will be spent at the Partnership and was funded with a portion of the proceeds of the Partnership offering and subsequent asset dropdowns; and
|
•
|
Total expansion capital of approximately $15 million, of which approximately $6 million will be spent at the Partnership.
|
|
|
|
Payment Due Dates
|
||||||||||||||||
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Total Debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
640.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
240.0
|
|
|
$
|
400.0
|
|
Interest
|
243.1
|
|
|
49.4
|
|
|
98.8
|
|
|
92.4
|
|
|
2.5
|
|
|||||
Operating leases
(1)
|
14.8
|
|
|
4.1
|
|
|
5.5
|
|
|
2.3
|
|
|
2.9
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Coal
|
389.4
|
|
|
389.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Transportation and coal handling
(2)
|
350.6
|
|
|
43.5
|
|
|
56.4
|
|
|
59.4
|
|
|
191.3
|
|
|||||
Other
(3)
|
17.3
|
|
|
5.8
|
|
|
3.1
|
|
|
2.6
|
|
|
5.8
|
|
|||||
Total
|
$
|
1,655.2
|
|
|
$
|
492.2
|
|
|
$
|
163.8
|
|
|
$
|
396.7
|
|
|
$
|
602.5
|
|
(1)
|
Our operating leases include leases for land, locomotives, office equipment and other property and equipment. Operating leases include all operating leases that have initial noncancelable terms in excess of one year.
|
(2)
|
Transportation and coal handling services consist primarily of railroad and terminal services attributable to delivery and handling of coal purchases and coke sales. Long-term commitments generally relate to locations for which limited transportation options exist and match the length of the related coke sales agreement.
|
(3)
|
Primarily represents open purchase orders for materials, supplies and services.
|
|
Change in Rate
|
|
Expense
(2)
|
|
Benefit
Obligations
(1)(2)
|
|||||
|
(Dollars in millions)
|
|||||||||
Pension benefits:
|
|
|
|
|
|
|||||
Decrease in the discount rate
|
0.25
|
%
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Decrease in the long-term expected rate of return on plan assets
|
0.25
|
%
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Postretirement welfare benefits:
|
|
|
|
|
|
|||||
Decrease in the discount rate
|
0.25
|
%
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents both the increase in accumulated benefit obligation and the projected benefit obligation for our defined benefit pension plan and the accumulated postretirement benefit welfare obligations for our postretirement welfare benefit plans.
|
(2)
|
Certain expense and benefit obligation changes are less than $0.1 million and are not reflected in the table.
|
•
|
does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
does not reflect changes in, or cash requirements 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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Adjusted EBITDA attributable to SunCoke Energy, Inc.
|
$
|
150.0
|
|
|
$
|
173.9
|
|
|
$
|
265.6
|
|
Add: Adjusted EBITDA attributable to noncontrolling interest
(1)
|
60.7
|
|
|
41.2
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
210.7
|
|
|
$
|
215.1
|
|
|
$
|
265.6
|
|
Subtract:
|
|
|
|
|
|
||||||
Adjusted EBITDA from discontinued operations
(2)
|
(10.0
|
)
|
|
(6.3
|
)
|
|
41.8
|
|
|||
Legacy costs, net
(3)
|
(17.1
|
)
|
|
(0.4
|
)
|
|
(3.9
|
)
|
|||
Adjusted EBITDA from continuing operations
|
$
|
237.8
|
|
|
$
|
221.8
|
|
|
$
|
227.7
|
|
Subtract:
|
|
|
|
|
|
||||||
Adjustment to unconsolidated affiliate earnings
(4)
|
3.0
|
|
|
3.2
|
|
|
—
|
|
|||
Depreciation and amortization expense
|
96.1
|
|
|
77.1
|
|
|
65.0
|
|
|||
India impairment
|
30.5
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
63.2
|
|
|
52.3
|
|
|
47.6
|
|
|||
Income tax expense
|
7.4
|
|
|
16.4
|
|
|
18.0
|
|
|||
Sales discounts provided to customers due to sharing of
nonconventional fuel tax credits (5) |
(0.5
|
)
|
|
6.8
|
|
|
11.2
|
|
|||
Asset impairment
|
16.8
|
|
|
—
|
|
|
—
|
|
|||
Legacy costs, net
(3)
|
17.1
|
|
|
0.4
|
|
|
3.9
|
|
|||
Income from continuing operations
|
$
|
4.2
|
|
|
$
|
65.6
|
|
|
$
|
82.0
|
|
(Loss) income from discontinued operations, net of tax
|
(106.0
|
)
|
|
(15.5
|
)
|
|
20.5
|
|
|||
Net (loss) income
|
$
|
(101.8
|
)
|
|
$
|
50.1
|
|
|
$
|
102.5
|
|
(1)
|
Reflects noncontrolling interest in Indiana Harbor and the portions of the Partnership owned by public unitholders.
|
(2)
|
See reconciliation of Adjusted EBITDA from discontinued operations below.
|
(3)
|
Legacy costs, net includes royalty revenues and costs related to coal mining assets and liabilities expected to be retained by the Company which are not part of the disposal group, and therefore, are reported in continuing operations in Corporate and Other. See detail of these legacy costs in the table below.
|
(4)
|
Reflects share of interest, taxes, depreciation and amortization related to VISA SunCoke.
|
(5)
|
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. The gain was recorded in sales and other operating revenue on our Consolidated Statement of Operations.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Adjusted EBITDA from discontinued operations
|
$
|
(10.0
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
41.8
|
|
Subtract:
|
|
|
|
|
|
||||||
Depreciation and depletion from discontinued operations
|
10.2
|
|
|
18.9
|
|
|
16.0
|
|
|||
Income tax (benefit) expense from discontinued operations
|
(66.2
|
)
|
|
(9.7
|
)
|
|
5.3
|
|
|||
Asset and goodwill impairment from discontinued operations
|
133.5
|
|
|
—
|
|
|
—
|
|
|||
Exit costs
|
18.5
|
|
|
—
|
|
|
—
|
|
|||
(Loss) income from discontinued operations, net of tax
|
$
|
(106.0
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
20.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars and shares in millions)
|
||||||||||
Black lung charges
|
$
|
14.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
3.3
|
|
Postretirement benefit plan benefit
|
(3.7
|
)
|
|
(1.0
|
)
|
|
(0.6
|
)
|
|||
Defined benefit plan expense (benefit)
|
0.2
|
|
|
(0.1
|
)
|
|
0.6
|
|
|||
Workers compensation expense
|
4.6
|
|
|
2.0
|
|
|
1.2
|
|
|||
Other
|
1.7
|
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|||
Total legacy costs, net
|
$
|
17.1
|
|
|
$
|
0.4
|
|
|
$
|
3.9
|
|
•
|
changes in levels of production, production capacity, pricing and/or margins for coal and coke;
|
•
|
variation in availability, quality and supply of metallurgical coal used in the cokemaking process, including as a result of non-performance by our suppliers;
|
•
|
changes in the marketplace that may affect our coal logistics business, including the supply and demand for thermal and metallurgical coal;
|
•
|
changes in product specifications for either the coal or coke that we produce or the coals we blend, store and transport;
|
•
|
changes in the marketplace that may affect our cokemaking business, including the supply and demand for our coke products, and imports of coke from foreign producers;
|
•
|
competition from alternative steelmaking and other technologies with the potential to reduce or eliminate the use of coke;
|
•
|
our dependence on, relationships with, and other conditions affecting our customers;
|
•
|
severe financial hardship or bankruptcy of one or more of our major customers, or the occurrence of a customer default or other event affecting our ability to collect payments from our customers;
|
•
|
volatility, cyclical downturns and other changes in the business climate in the coal market, the carbon steel industry and other industries affecting our customers or potential customers;
|
•
|
our significant equity interest in the Partnership;
|
•
|
our ability, and that of the Partnership, to enter into new, or to renew existing, agreements upon favorable terms for the long-term supply of coke to steel producers and/or for coal logistics services;
|
•
|
our ability to consummate asset sales, other divestitures and strategic restructuring in a timely manner upon favorable terms, and/or realize the anticipated benefits from such actions;
|
•
|
our ability to identify and consummate acquisitions and investments, execute them under favorable terms, integrate them into our existing business operations, and have them perform at anticipated levels;
|
•
|
our ability to successfully implement our growth strategies (including potential construction and operation of new cokemaking facilities);
|
•
|
our ability to enter into joint ventures and other similar arrangements under favorable terms;
|
•
|
our ability to realize expected benefits from acquisitions and investments (including our Indian joint venture);
|
•
|
age of, and changes in the reliability, efficiency and capacity of the various equipment and operating facilities used in our business operations, and in the operations of our subsidiaries, our major customers, our business partners and/or suppliers;
|
•
|
changes in the expected operating levels of our assets;
|
•
|
our ability to meet minimum volume requirements, coal-to-coke yield standards and coke quality standards in our coke sales agreements;
|
•
|
nonperformance or force majeure by, or disputes with, or changes in contract terms with, major customers, suppliers, dealers, distributors or other business partners;
|
•
|
availability of skilled employees for our coal mining, cokemaking, and/or coal logistics operating, and other workplace factors;
|
•
|
effects of railroad, barge, truck and other transportation performance and costs, including any transportation disruptions;
|
•
|
effects of adverse events relating to the operation of our facilities and to the transportation and storage of hazardous materials (including equipment malfunction, explosions, fires, spills, and the effects of severe weather conditions);
|
•
|
changes in the availability and cost of equity and debt financing;
|
•
|
impact on our liquidity and ability to raise capital as a result of changes in the credit ratings assigned to our indebtedness;
|
•
|
changes in the level of capital expenditures or operating expenses, including any changes in the level of environmental capital, operating or remediation expenditures;
|
•
|
our indebtedness and certain covenants in our debt documents;
|
•
|
our ability to service our outstanding indebtedness;
|
•
|
our ability to comply with the restrictions imposed by our financing arrangements;
|
•
|
changes in credit terms required by our suppliers;
|
•
|
risks related to labor relations and workplace safety;
|
•
|
changes in, or new statutes, regulations, rules, governmental policies and taxes, or their interpretations, including those relating to environmental matters;
|
•
|
changes in, or new, statues, regulations or governmental policies by federal authorities with respect to the sale of electric energy from the Haverhill and Middletown facilities;
|
•
|
the existence of hazardous substances or other environmental contamination on property owned or used by us;
|
•
|
the availability of future permits authorizing the disposition of hazardous waste and other waste from our operations;
|
•
|
claims of noncompliance with any statutory and regulatory requirements;
|
•
|
the accuracy of our estimates of necessary reclamation and/or remediation activities (including mine closure obligations);
|
•
|
changes in the status of, or initiation of new litigation, arbitration, or other proceedings to which we are a party or liability resulting from such litigation, arbitration, or other proceedings;
|
•
|
the unreliability of historical consolidated financial data as an indicator of future results;
|
•
|
public company costs;
|
•
|
legacy liabilities and the effects of continuing contractual obligations resulting from our separation from Sunoco, Inc.;
|
•
|
our ability to secure new agreements for the supply, transportation and/or storage of coal, or to renew such existing agreements;
|
•
|
our ability to develop coal reserves in an economically feasible manner;
|
•
|
defects in title or the loss of one or more mineral leasehold interests;
|
•
|
disruptions in the quantity or quality of coal produced by our contract mine operators;
|
•
|
our ability to obtain and renew required permits, and the availability and cost of any surety bonds necessary for our business operations ;
|
•
|
receipt of regulatory approvals and compliance with contractual obligations required in connection with our business operations;
|
•
|
changes in insurance markets impacting cost, level and/or types of coverages available, and the financial ability of our insurers to meet their obligations;
|
•
|
changes in accounting rules and/or tax laws or their interpretations, including the method of accounting for inventories, leases and/or other matters;
|
•
|
volatility in foreign currency exchange rates affecting the markets and geographic regions in which we conduct business;
|
•
|
changes in financial markets impacting pension expense and funding requirements; and
|
•
|
effects of geologic conditions, weather, natural disasters and other inherent risks beyond our control.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to
Consolidated Financial Statements
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars and shares in millions, except per share amounts)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Sales and other operating revenue
|
$
|
1,461.5
|
|
|
$
|
1,572.2
|
|
|
$
|
1,853.7
|
|
Other income, net
|
11.2
|
|
|
13.3
|
|
|
11.0
|
|
|||
Total revenues
|
1,472.7
|
|
|
1,585.5
|
|
|
1,864.7
|
|
|||
Costs and operating expenses
|
|
|
|
|
|
||||||
Cost of products sold and operating expenses
|
1,174.1
|
|
|
1,282.5
|
|
|
1,573.1
|
|
|||
Selling, general and administrative expenses
|
75.9
|
|
|
89.4
|
|
|
79.0
|
|
|||
Depreciation and amortization expenses
|
96.1
|
|
|
77.1
|
|
|
65.0
|
|
|||
Asset impairment
|
16.8
|
|
|
—
|
|
|
—
|
|
|||
Total costs and operating expenses
|
1,362.9
|
|
|
1,449.0
|
|
|
1,717.1
|
|
|||
Operating income
|
109.8
|
|
|
136.5
|
|
|
147.6
|
|
|||
Interest expense, net
|
63.2
|
|
|
52.3
|
|
|
47.6
|
|
|||
Income before income tax expense and loss from equity method investment
|
46.6
|
|
|
84.2
|
|
|
100.0
|
|
|||
Income tax expense
|
7.4
|
|
|
16.4
|
|
|
18.0
|
|
|||
Loss from equity method investment
|
35.0
|
|
|
2.2
|
|
|
—
|
|
|||
Income from continuing operations
|
4.2
|
|
|
65.6
|
|
|
82.0
|
|
|||
(Loss) income from discontinued operations, net of income tax benefit (expense) of $66.2 million, $9.7 million and ($5.3) million, respectively
|
(106.0
|
)
|
|
(15.5
|
)
|
|
20.5
|
|
|||
Net (loss) income
|
(101.8
|
)
|
|
50.1
|
|
|
102.5
|
|
|||
Less: Net income attributable to noncontrolling interests
|
24.3
|
|
|
25.1
|
|
|
3.7
|
|
|||
Net (loss) income attributable to SunCoke Energy, Inc.
|
$
|
(126.1
|
)
|
|
$
|
25.0
|
|
|
$
|
98.8
|
|
(Loss) earnings attributable to SunCoke Energy, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
0.58
|
|
|
$
|
1.12
|
|
Discontinued operations
|
$
|
(1.54
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.29
|
|
Diluted
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
0.58
|
|
|
$
|
1.11
|
|
Discontinued operations
|
$
|
(1.54
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.29
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
68.8
|
|
|
69.9
|
|
|
70.0
|
|
|||
Diluted
|
68.8
|
|
|
70.2
|
|
|
70.3
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Net (loss) income
|
$
|
(101.8
|
)
|
|
$
|
50.1
|
|
|
$
|
102.5
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Reclassifications of prior service benefit and actuarial loss amortization to earnings (net of related tax benefit of $2.7 million, $1.3 million and $1.2 million, respectively)
|
(4.0
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|||
Retirement benefit plans funded status adjustment (net of related tax benefit (expense) of $1.6 million, ($3.8 million) and ($0.8 million), respectively)
|
(2.6
|
)
|
|
5.7
|
|
|
1.6
|
|
|||
Currency translation adjustment
|
(0.8
|
)
|
|
(10.0
|
)
|
|
(1.1
|
)
|
|||
Comprehensive (loss) income
|
(109.2
|
)
|
|
43.9
|
|
|
101.1
|
|
|||
Less: Comprehensive income attributable to noncontrolling
interests |
24.3
|
|
|
25.1
|
|
|
3.7
|
|
|||
Comprehensive (loss) income attributable to SunCoke Energy, Inc.
|
$
|
(133.5
|
)
|
|
$
|
18.8
|
|
|
$
|
97.4
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in millions, except par value amounts)
|
||||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
139.0
|
|
|
$
|
233.6
|
|
Receivables
|
75.4
|
|
|
85.3
|
|
||
Inventories
|
139.1
|
|
|
128.6
|
|
||
Income tax receivable
|
6.0
|
|
|
6.6
|
|
||
Deferred income taxes
|
26.4
|
|
|
12.6
|
|
||
Other current assets
|
3.6
|
|
|
2.3
|
|
||
Current assets held for sale
|
19.3
|
|
|
12.9
|
|
||
Total current assets
|
408.8
|
|
|
481.9
|
|
||
Investment in Brazilian cokemaking operations
|
41.0
|
|
|
41.0
|
|
||
Equity method investment in VISA SunCoke Limited
|
22.3
|
|
|
56.8
|
|
||
Properties, plants and equipment, net
|
1,466.6
|
|
|
1,458.9
|
|
||
Goodwill and other intangible assets, net
|
22.0
|
|
|
23.5
|
|
||
Deferred charges and other assets
|
37.4
|
|
|
35.7
|
|
||
Long-term assets held for sale
|
—
|
|
|
146.1
|
|
||
Total assets
|
$
|
1,998.1
|
|
|
$
|
2,243.9
|
|
Liabilities and Equity
|
|
|
|
||||
Accounts payable
|
$
|
110.9
|
|
|
$
|
138.4
|
|
Accrued liabilities
|
41.6
|
|
|
59.5
|
|
||
Short-term debt, including current portion of long-term debt
|
—
|
|
|
41.0
|
|
||
Interest payable
|
19.9
|
|
|
18.2
|
|
||
Current liabilities held for sale
|
37.4
|
|
|
25.9
|
|
||
Total current liabilities
|
209.8
|
|
|
283.0
|
|
||
Long-term debt
|
651.5
|
|
|
648.1
|
|
||
Accrual for black lung benefits
|
43.9
|
|
|
32.4
|
|
||
Retirement benefit liabilities
|
33.6
|
|
|
34.8
|
|
||
Deferred income taxes
|
321.9
|
|
|
354.7
|
|
||
Asset retirement obligations
|
15.1
|
|
|
10.9
|
|
||
Other deferred credits and liabilities
|
16.9
|
|
|
14.4
|
|
||
Long-term liabilities held for sale
|
—
|
|
|
33.3
|
|
||
Total liabilities
|
1,292.7
|
|
|
1,411.6
|
|
||
Equity
|
|
|
|
||||
Preferred stock, $0.01 par value. Authorized 50,000,000 shares; no issued shares at December 31, 2014 and 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value. Authorized 300,000,000 shares; issued 71,251,529 shares and 70,892,140 shares at December 31, 2014 and 2013, respectively
|
0.7
|
|
|
0.7
|
|
||
Treasury stock, 4,977,115 shares and 1,255,355 shares at December 31, 2014 and 2013 respectively
|
(105.0
|
)
|
|
(19.9
|
)
|
||
Additional paid-in capital
|
543.6
|
|
|
446.9
|
|
||
Accumulated other comprehensive loss
|
(21.5
|
)
|
|
(14.1
|
)
|
||
Retained earnings
|
13.9
|
|
|
143.8
|
|
||
Total SunCoke Energy, Inc. stockholders' equity
|
431.7
|
|
|
557.4
|
|
||
Noncontrolling interests
|
273.7
|
|
|
274.9
|
|
||
Total equity
|
705.4
|
|
|
832.3
|
|
||
Total liabilities and equity
|
$
|
1,998.1
|
|
|
$
|
2,243.9
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Cash Flows from Continuing Operating Activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(101.8
|
)
|
|
$
|
50.1
|
|
|
$
|
102.5
|
|
Adjustments to reconcile net (loss) income to net cash provided by continuing operating activities:
|
|
|
|
|
|
||||||
Loss (income) from discontinued operations, net of tax
|
106.0
|
|
|
15.5
|
|
|
(20.5
|
)
|
|||
Asset impairment
|
16.8
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization expense
|
96.1
|
|
|
77.1
|
|
|
65.0
|
|
|||
Deferred income tax (benefit) expense
|
(6.0
|
)
|
|
0.5
|
|
|
30.4
|
|
|||
Payments in excess of expense for retirement plans
|
(8.1
|
)
|
|
(5.4
|
)
|
|
(9.6
|
)
|
|||
Share-based compensation expense
|
9.8
|
|
|
7.6
|
|
|
6.7
|
|
|||
Excess tax benefit from share-based awards
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Loss from equity method investment
|
35.0
|
|
|
2.2
|
|
|
—
|
|
|||
Loss on extinguishment/modification of debt
|
15.4
|
|
|
—
|
|
|
—
|
|
|||
Changes in working capital pertaining to continuing operating activities (net of acquisitions):
|
|
|
|
|
|
||||||
Receivables
|
9.9
|
|
|
(17.1
|
)
|
|
(5.7
|
)
|
|||
Inventories
|
(10.5
|
)
|
|
30.9
|
|
|
57.8
|
|
|||
Accounts payable
|
(27.5
|
)
|
|
25.2
|
|
|
(69.2
|
)
|
|||
Accrued liabilities
|
(17.9
|
)
|
|
(22.8
|
)
|
|
11.0
|
|
|||
Interest payable
|
1.7
|
|
|
2.5
|
|
|
(0.2
|
)
|
|||
Income taxes
|
1.0
|
|
|
(10.1
|
)
|
|
(17.6
|
)
|
|||
Accrual for black lung benefits
|
11.5
|
|
|
(2.4
|
)
|
|
1.3
|
|
|||
Other
|
(1.1
|
)
|
|
2.9
|
|
|
(7.9
|
)
|
|||
Net cash provided by continuing operating activities
|
130.0
|
|
|
156.7
|
|
|
144.0
|
|
|||
Cash Flows from Continuing Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(118.3
|
)
|
|
(132.3
|
)
|
|
(54.2
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(113.3
|
)
|
|
—
|
|
|||
Equity method investment in VISA SunCoke Limited
|
—
|
|
|
(67.7
|
)
|
|
—
|
|
|||
Net cash used in continuing investing activities
|
(118.3
|
)
|
|
(313.3
|
)
|
|
(54.2
|
)
|
|||
Cash Flows from Continuing Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common units of SunCoke Energy Partners, L.P., net of offering costs
|
90.5
|
|
|
237.8
|
|
|
—
|
|
|||
Proceeds from issuance of long-term debt
|
268.1
|
|
|
150.0
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(276.5
|
)
|
|
(225.0
|
)
|
|
(3.3
|
)
|
|||
Debt issuance costs
|
(5.8
|
)
|
|
(6.9
|
)
|
|
—
|
|
|||
Proceeds from revolving facility
|
40.0
|
|
|
40.0
|
|
|
—
|
|
|||
Repayment of revolving facility
|
(80.0
|
)
|
|
—
|
|
|
—
|
|
|||
Cash distributions to noncontrolling interests
|
(32.3
|
)
|
|
(17.8
|
)
|
|
(2.3
|
)
|
|||
Shares repurchased
|
(85.1
|
)
|
|
(10.9
|
)
|
|
(9.4
|
)
|
|||
Proceeds from exercise of stock options
|
2.9
|
|
|
2.5
|
|
|
4.7
|
|
|||
Excess tax benefit from share-based awards
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by continuing financing activities
|
(81.7
|
)
|
|
169.7
|
|
|
(10.3
|
)
|
|||
Net (decrease) increase in cash and cash equivalents from continuing operations
|
(70.0
|
)
|
|
13.1
|
|
|
79.5
|
|
|||
Cash Flows from Discontinued Operations:
|
|
|
|
|
|
||||||
Cash flows from discontinued operations - operating activities
|
(17.7
|
)
|
|
(5.4
|
)
|
|
62.1
|
|
|||
Cash flows from discontinued operations - investing activities
|
(6.9
|
)
|
|
(13.3
|
)
|
|
(29.9
|
)
|
|||
Net (decrease) increase in cash and cash equivalents from discontinued operations
|
(24.6
|
)
|
|
(18.7
|
)
|
|
32.2
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(94.6
|
)
|
|
(5.6
|
)
|
|
111.7
|
|
|||
Cash and cash equivalents at beginning of year
|
233.6
|
|
|
239.2
|
|
|
127.5
|
|
|||
Cash and cash equivalents at end of year
|
$
|
139.0
|
|
|
$
|
233.6
|
|
|
$
|
239.2
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total SunCoke
Energy, Inc. or
Parent Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||||
At December 31, 2011
|
70,012,702
|
|
|
$
|
0.7
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
511.3
|
|
|
$
|
(6.5
|
)
|
|
$
|
20.0
|
|
|
$
|
525.5
|
|
|
$
|
34.4
|
|
|
$
|
559.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98.8
|
|
|
98.8
|
|
|
3.7
|
|
|
102.5
|
|
||||||||
Reclassifications of prior service benefit and actuarial loss amortization to earnings (net of related tax benefit of $1.2 million)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||||||
Retirement benefit plans funded status adjustment (net of related tax expense of $0.8 million)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
||||||||
Noncash distribution to Sunoco under Tax Sharing Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85.8
|
)
|
|
—
|
|
|
—
|
|
|
(85.8
|
)
|
|
—
|
|
|
(85.8
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
6.5
|
|
||||||||
Cash distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
(2.3
|
)
|
||||||||
Share issuances
|
548,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
603,528
|
|
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|
—
|
|
|
(9.4
|
)
|
||||||||
At December 31, 2012
|
70,561,439
|
|
|
$
|
0.7
|
|
|
603,528
|
|
|
$
|
(9.4
|
)
|
|
$
|
436.9
|
|
|
$
|
(7.9
|
)
|
|
$
|
118.8
|
|
|
$
|
539.1
|
|
|
$
|
35.8
|
|
|
$
|
574.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|
25.0
|
|
|
25.1
|
|
|
50.1
|
|
||||||||
Reclassifications of prior service benefit and actuarial loss amortization to earnings (net of related tax benefit of $1.3 million)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||||||
Retirement benefit plans funded status adjustment (net of related tax expense of $3.8 million)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
||||||||
Net proceeds from issuance of SunCoke Energy Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231.8
|
|
|
231.8
|
|
||||||||
Cash distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.8
|
)
|
|
(17.8
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
7.6
|
|
||||||||
Share issuances, net of shares withheld for taxes
|
330,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
651,827
|
|
|
(10.5
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
|
(10.9
|
)
|
||||||||
At December 31, 2013
|
70,892,140
|
|
|
$
|
0.7
|
|
|
1,255,355
|
|
|
$
|
(19.9
|
)
|
|
$
|
446.9
|
|
|
$
|
(14.1
|
)
|
|
$
|
143.8
|
|
|
$
|
557.4
|
|
|
$
|
274.9
|
|
|
$
|
832.3
|
|
SunCoke Energy, Inc.
|
|||||||||||||||||||||||||||||||||||||
Consolidated Statements of Equity
|
|||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Loss |
|
Retained
Earnings |
|
Total SunCoke
Energy, Inc. Equity |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||||
At December 31, 2013
|
70,892,140
|
|
|
$
|
0.7
|
|
|
1,255,355
|
|
|
$
|
(19.9
|
)
|
|
$
|
446.9
|
|
|
$
|
(14.1
|
)
|
|
$
|
143.8
|
|
|
$
|
557.4
|
|
|
$
|
274.9
|
|
|
$
|
832.3
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126.1
|
)
|
|
(126.1
|
)
|
|
24.3
|
|
|
(101.8
|
)
|
||||||||
Reclassifications of prior service benefit and actuarial loss amortization to earnings (net of related tax benefit of $2.7 million)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||||
Retirement benefit plans funded status adjustment (net of related tax benefit of $1.6 million)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||||||
Net proceeds from issuance of SunCoke Energy Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.5
|
|
|
90.5
|
|
||||||||
Adjustments from changes in ownership of SunCoke Energy Partners, L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83.7
|
|
|
—
|
|
|
—
|
|
|
83.7
|
|
|
(83.7
|
)
|
|
—
|
|
||||||||
Cash distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.3
|
)
|
|
(32.3
|
)
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
|
—
|
|
|
9.8
|
|
||||||||
Excess tax benefit from share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||||
Share issuances, net of shares withheld for taxes
|
359,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
3,721,760
|
|
|
(85.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85.1
|
)
|
|
—
|
|
|
(85.1
|
)
|
||||||||
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
|
|
•
|
We were formed as a wholly-owned subsidiary of Sunoco. 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. As of such date, Sunoco owned
100 percent
of our common stock. On July 26, 2011, we completed an initial public offering (“IPO”) of
13,340,000
shares of our common stock, or
19.1 percent
of our outstanding common stock. Following the IPO, Sunoco continued to own
56,660,000
shares of our common stock, or
80.9 percent
of our outstanding common stock.
|
•
|
On the Distribution Date, Sunoco made a pro-rata, tax free distribution (the “Distribution”) of the remaining shares of our common stock that it owned in the form of a special stock dividend to Sunoco shareholders. Sunoco shareholders received
0.53046456
of a share of common stock for every share of Sunoco common stock held as of the close of business on January 5, 2012, the record date for the Distribution. After the Distribution, Sunoco ceased to own any shares of our common stock.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in millions)
|
||||||
Assets
|
|
|
|
||||
Receivables
|
$
|
2.8
|
|
|
$
|
6.2
|
|
Inventories
|
8.8
|
|
|
6.7
|
|
||
Properties, plants and equipment, net
|
31.1
|
|
|
—
|
|
||
Lease and mineral rights, net
|
18.6
|
|
|
—
|
|
||
Other current assets
|
3.5
|
|
|
—
|
|
||
Valuation allowance
|
(45.5
|
)
|
|
—
|
|
||
Total current assets held for sale
|
19.3
|
|
|
12.9
|
|
||
Properties, plants and equipment, net
|
—
|
|
|
85.2
|
|
||
Lease and mineral rights, net
|
—
|
|
|
52.8
|
|
||
Goodwill and other intangible assets, net
|
—
|
|
|
6.0
|
|
||
Other assets
|
—
|
|
|
2.1
|
|
||
Total assets held for sale
|
$
|
19.3
|
|
|
$
|
159.0
|
|
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
10.4
|
|
|
$
|
15.9
|
|
Accrued liabilities
|
19.9
|
|
|
10.0
|
|
||
Asset retirement obligations
|
7.1
|
|
|
—
|
|
||
Total current liabilities held for sale
|
37.4
|
|
|
25.9
|
|
||
Deferred income taxes
|
—
|
|
|
21.9
|
|
||
Asset retirement obligations
|
—
|
|
|
7.0
|
|
||
Other deferred credits and liabilities
|
—
|
|
|
4.4
|
|
||
Total liabilities held for sale
|
$
|
37.4
|
|
|
$
|
59.2
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Total revenues
|
$
|
31.1
|
|
|
$
|
62.2
|
|
|
$
|
49.4
|
|
Costs and operating expenses
|
|
|
|
|
|
||||||
Cost of products sold and operating expenses
|
38.8
|
|
|
65.5
|
|
|
4.5
|
|
|||
Selling, general and administrative expenses
|
20.8
|
|
|
3.0
|
|
|
3.1
|
|
|||
Depreciation, depletion and amortization
|
10.2
|
|
|
18.9
|
|
|
16.0
|
|
|||
Asset and goodwill impairment
|
133.5
|
|
|
—
|
|
|
—
|
|
|||
Pre-tax (loss) income from discontinued operations
|
(172.2
|
)
|
|
(25.2
|
)
|
|
25.8
|
|
|||
Income tax benefit (expense)
|
66.2
|
|
|
9.7
|
|
|
(5.3
|
)
|
|||
(Loss) income from discontinued operations, net of tax
|
$
|
(106.0
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
20.5
|
|
|
Year Ended December 31, 2014
|
||
|
(Dollars in millions)
|
||
Net loss attributable to SunCoke Energy, Inc.
|
$
|
(126.1
|
)
|
Transfer from noncontrolling interest from change in SunCoke Energy, Inc. equity for the contribution of 33.0 percent interest in Haverhill and Middletown
|
83.7
|
|
|
Change from net loss attributable to SunCoke Energy, Inc. and transfers from noncontrolling interest
|
$
|
(42.4
|
)
|
Consideration:
|
|
||
Cash
|
$
|
84.7
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|
||
Current assets
|
5.2
|
|
|
Plant, property and equipment
|
67.2
|
|
|
Intangible assets
|
7.9
|
|
|
Current liabilities
|
(3.7
|
)
|
|
Other long-term liabilities
|
(0.1
|
)
|
|
Total identifiable net assets assumed
|
76.5
|
|
|
Goodwill
|
8.2
|
|
|
Total
|
$
|
84.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Income taxes currently payable (receivable):
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
8.0
|
|
|
$
|
9.7
|
|
|
$
|
(16.2
|
)
|
State
|
2.4
|
|
|
3.4
|
|
|
1.1
|
|
|||
Foreign
|
3.0
|
|
|
2.8
|
|
|
2.7
|
|
|||
Total taxes currently payable (receivable)
|
13.4
|
|
|
15.9
|
|
|
(12.4
|
)
|
|||
Deferred tax (benefit):
|
|
|
|
|
|
||||||
U.S. federal
|
(7.5
|
)
|
|
(5.7
|
)
|
|
31.0
|
|
|||
State
|
1.5
|
|
|
6.2
|
|
|
(0.6
|
)
|
|||
Total deferred tax
|
(6.0
|
)
|
|
0.5
|
|
|
30.4
|
|
|||
Total
|
$
|
7.4
|
|
|
$
|
16.4
|
|
|
$
|
18.0
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
(Dollars in millions)
|
|
|
|||||||||||||||||
Income tax expense at 35 percent U.S. statutory rate
|
$
|
16.3
|
|
|
35.0
|
%
|
|
$
|
29.5
|
|
|
35.0
|
%
|
|
$
|
35.0
|
|
|
35.0
|
%
|
Increase (reduction) in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income attributable to noncontrolling interests
(1)
|
(8.7
|
)
|
|
(18.6
|
)%
|
|
(8.9
|
)
|
|
(10.6
|
)%
|
|
(1.3
|
)
|
|
(1.3
|
)%
|
|||
Nonconventional fuel credit
|
—
|
|
|
—
|
%
|
|
(9.5
|
)
|
|
(11.3
|
)%
|
|
(16.0
|
)
|
|
(16.0
|
)%
|
|||
State and other income taxes, net of federal income tax effects
|
2.9
|
|
|
6.2
|
%
|
|
5.2
|
|
|
6.2
|
%
|
|
0.3
|
|
|
0.3
|
%
|
|||
Return-to-provision adjustments
|
(1.8
|
)
|
|
(4.0
|
)%
|
|
(0.9
|
)
|
|
(1.1
|
)%
|
|
(1.1
|
)
|
|
(1.1
|
)%
|
|||
Change in valuation allowance
(2)
|
11.1
|
|
|
23.7
|
%
|
|
0.9
|
|
|
1.1
|
%
|
|
(0.1
|
)
|
|
—
|
%
|
|||
Impact of tax sharing agreement
|
(0.8
|
)
|
|
(1.7
|
)%
|
|
0.4
|
|
|
0.5
|
%
|
|
—
|
|
|
—
|
%
|
|||
Domestic production activity deduction
|
(0.7
|
)
|
|
(1.4
|
)%
|
|
(0.5
|
)
|
|
(0.6
|
)%
|
|
(0.3
|
)
|
|
(0.3
|
)%
|
|||
Investment in Subsidiary
(2)
|
(11.9
|
)
|
|
(25.5
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other
|
1.0
|
|
|
2.1
|
%
|
|
0.2
|
|
|
0.3
|
%
|
|
1.5
|
|
|
1.5
|
%
|
|||
|
$
|
7.4
|
|
|
15.8
|
%
|
|
$
|
16.4
|
|
|
19.5
|
%
|
|
$
|
18.0
|
|
|
18.1
|
%
|
(1)
|
No income tax expense is reflected in the Consolidated Statements of Operations for partnership income attributable to noncontrolling interests.
|
(2)
|
On December 22, 2014, SunCoke executed a definitive agreement to sell
100 percent
of its interest in the entities that made up the Harold Keene Coal Companies. This required SunCoke to record a deferred tax asset of
$11.9 million
related to the outside basis difference on the Harold Keene investment. This deferred tax asset was offset by a
$9.8 million
valuation allowance.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in millions)
|
||||||
Deferred tax assets:
|
|
||||||
Retirement benefit liabilities
|
$
|
14.6
|
|
|
$
|
13.4
|
|
Black lung benefit liabilities
|
16.8
|
|
|
12.5
|
|
||
Share-based compensation
|
6.9
|
|
|
5.0
|
|
||
Federal tax credit carryforward
|
19.8
|
|
|
19.3
|
|
||
State tax credit carryforward, net of federal income tax effects
|
9.2
|
|
|
8.6
|
|
||
State net operating loss carryforward, net of federal income tax effects
|
5.4
|
|
|
5.3
|
|
||
Other liabilities not yet deductible
|
18.7
|
|
|
9.8
|
|
||
Investment in subsidiaries
|
11.8
|
|
|
—
|
|
||
Total deferred tax assets
|
103.2
|
|
|
73.9
|
|
||
Less valuation allowance
|
(14.7
|
)
|
|
(3.3
|
)
|
||
Deferred tax asset, net
|
88.5
|
|
|
70.6
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Properties, plants and equipment
|
(84.3
|
)
|
|
(118.1
|
)
|
||
Investment in partnerships
|
(299.7
|
)
|
|
(294.6
|
)
|
||
Total deferred tax liabilities
|
(384.0
|
)
|
|
(412.7
|
)
|
||
Net deferred tax liability
|
$
|
(295.5
|
)
|
|
$
|
(342.1
|
)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in millions)
|
||||||
Current asset
|
$
|
26.4
|
|
|
$
|
12.6
|
|
Noncurrent liability
|
(321.9
|
)
|
|
(354.7
|
)
|
||
Net deferred tax liability
|
$
|
(295.5
|
)
|
|
$
|
(342.1
|
)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in millions)
|
||||||
Coal
|
$
|
96.5
|
|
|
$
|
81.2
|
|
Coke
|
6.9
|
|
|
11.8
|
|
||
Materials, supplies and other
|
35.7
|
|
|
35.6
|
|
||
Total inventories
|
$
|
139.1
|
|
|
$
|
128.6
|
|
|
December 31,
(1)
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in millions)
|
||||||
Coke and energy plant, machinery and equipment
|
$
|
1,676.2
|
|
|
$
|
1,596.5
|
|
Coal logistics plant, machinery and equipment
|
83.6
|
|
|
82.6
|
|
||
Land and land improvements
|
82.5
|
|
|
82.5
|
|
||
Construction-in-progress
|
62.4
|
|
|
57.3
|
|
||
Other
|
65.3
|
|
|
76.3
|
|
||
Gross investment, at cost
|
1,970.0
|
|
|
1,895.2
|
|
||
Less: Accumulated depreciation
|
(503.4
|
)
|
|
(436.3
|
)
|
||
Total properties, plants and equipment, net
|
$
|
1,466.6
|
|
|
$
|
1,458.9
|
|
(1)
|
Includes assets, consisting mainly of coke and energy plant, machinery and equipment, with a gross investment totaling
$1,155.1 million
and
$1,133.1 million
and accumulated depreciation of
$262.4 million
and
$228.9 million
at
December 31, 2014
and
December 31, 2013
, respectively, which are subject to long-term contracts to sell coke and are deemed to contain operating leases.
|
Balance at January 1, 2013
|
$
|
7.7
|
|
Liabilities incurred
|
3.1
|
|
|
Liabilities settled
|
—
|
|
|
Accretion expense
(1)
|
0.6
|
|
|
Revisions in estimated cash flows
|
(0.5
|
)
|
|
Balance at December 31, 2013
|
$
|
10.9
|
|
Liabilities incurred
|
2.0
|
|
|
Liabilities settled
|
—
|
|
|
Accretion expense
(1)
|
0.9
|
|
|
Revisions in estimated cash flows
|
1.3
|
|
|
Balance at December 31, 2014
|
$
|
15.1
|
|
(1)
|
Included in cost of products sold and operating expenses.
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Weighted - Average Remaining Amortization Years
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer contracts
|
6
|
|
$
|
7.7
|
|
|
$
|
4.2
|
|
|
$
|
3.5
|
|
|
$
|
7.7
|
|
|
$
|
3.6
|
|
|
$
|
4.1
|
|
Customer relationships
|
10
|
|
6.7
|
|
|
0.7
|
|
|
6.0
|
|
|
6.7
|
|
|
0.1
|
|
|
6.6
|
|
||||||
Trade name
|
4
|
|
1.2
|
|
|
0.3
|
|
|
0.9
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||
Total
|
|
|
$
|
15.6
|
|
|
$
|
5.2
|
|
|
$
|
10.4
|
|
|
$
|
15.6
|
|
|
$
|
3.7
|
|
|
$
|
11.9
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Interest cost on benefit obligations
|
$
|
1.5
|
|
|
$
|
1.3
|
|
|
$
|
1.5
|
|
Expected return on plan assets
|
(1.8
|
)
|
|
(2.4
|
)
|
|
(1.8
|
)
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Actuarial losses
|
0.5
|
|
|
1.0
|
|
|
0.9
|
|
|||
Total expense (benefit)
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.6
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Service cost
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Interest cost on benefit obligations
|
1.5
|
|
|
1.4
|
|
|
1.8
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Actuarial losses
|
0.9
|
|
|
1.5
|
|
|
1.6
|
|
|||
Prior service benefit
|
(5.6
|
)
|
|
(5.7
|
)
|
|
(5.6
|
)
|
|||
Curtailment gain
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(5.5
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(1.9
|
)
|
|
Defined Benefit Plan
|
|
Postretirement Benefit Plans
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Discount Rate
|
4.55
|
%
|
|
3.65
|
%
|
|
4.25
|
%
|
|
4.15
|
%
|
|
3.30
|
%
|
|
3.90
|
%
|
Long-term expected rate of return on plan assets
|
4.90
|
%
|
|
7.10
|
%
|
|
6.25
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Defined Benefit Plan
|
|
Postretirement Benefit Plans
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||
Reclassifications to earnings of:
|
|
||||||||||||||||||||||
Actuarial loss amortization
|
$
|
0.5
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
1.5
|
|
|
$
|
1.6
|
|
Prior service benefit amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
(5.7
|
)
|
|
(5.6
|
)
|
||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Retirement benefit plan funded status
adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (losses) gains
|
(3.9
|
)
|
|
5.6
|
|
|
(1.9
|
)
|
|
0.2
|
|
|
3.9
|
|
|
0.4
|
|
||||||
Prior service (cost) benefit
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
||||||
|
$
|
(3.9
|
)
|
|
$
|
6.6
|
|
|
$
|
(1.0
|
)
|
|
$
|
(7.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
0.3
|
|
|
Defined
Benefit Plan |
|
Postretirement
Benefit Plans |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Benefit obligations at beginning of year
(1)
|
$
|
32.9
|
|
|
$
|
37.5
|
|
|
$
|
38.4
|
|
|
$
|
43.7
|
|
Service cost
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.3
|
|
||||
Interest cost
|
1.5
|
|
|
1.3
|
|
|
1.5
|
|
|
1.4
|
|
||||
Actuarial losses (gains)
|
7.2
|
|
|
(3.9
|
)
|
|
1.2
|
|
|
(4.0
|
)
|
||||
Plan amendments
(2)
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Curtailment of benefits
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
||||
Benefits paid
|
(2.2
|
)
|
|
(2.0
|
)
|
|
(2.8
|
)
|
|
(3.0
|
)
|
||||
Benefit obligations at end of year
(1)
|
$
|
39.9
|
|
|
$
|
32.9
|
|
|
$
|
37.1
|
|
|
$
|
38.4
|
|
Fair value of plan assets at beginning of year
|
$
|
36.9
|
|
|
$
|
34.9
|
|
|
|
|
|
||||
Actual income on plan assets
|
5.1
|
|
|
4.0
|
|
|
|
|
|
||||||
Benefits paid from plan assets
|
(2.2
|
)
|
|
(2.0
|
)
|
|
|
|
|
||||||
Fair value of plan assets at end of year
|
$
|
39.8
|
|
|
$
|
36.9
|
|
|
|
|
|
||||
Net (liability) asset at end of year
(3)
|
$
|
(0.1
|
)
|
|
$
|
4.0
|
|
|
$
|
(37.1
|
)
|
|
$
|
(38.4
|
)
|
|
Defined
Benefit Plan |
|
Postretirement
Benefit Plans |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Cumulative amounts not yet recognized in net income:
|
|
||||||||||||||
Actuarial losses
|
$
|
13.5
|
|
|
$
|
10.1
|
|
|
$
|
10.0
|
|
|
$
|
11.1
|
|
Prior service costs (benefits)
|
0.5
|
|
|
—
|
|
|
(8.4
|
)
|
|
(16.5
|
)
|
||||
Accumulated other comprehensive loss (income) (before
related tax benefit)
|
$
|
14.0
|
|
|
$
|
10.1
|
|
|
$
|
1.6
|
|
|
$
|
(5.4
|
)
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1) |
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in millions)
|
||||||
Mutual Funds:
|
|
|
|
||||
Fixed income securities
|
$
|
39.4
|
|
|
$
|
36.0
|
|
Cash and cash equivalents
|
0.4
|
|
|
0.9
|
|
||
Total
|
$
|
39.8
|
|
|
$
|
36.9
|
|
|
Defined
Benefit Plan |
|
Postretirement
Benefit Plans |
||||
|
(Dollars in millions)
|
||||||
Year ending December 31:
|
|
|
|
||||
2015
|
$
|
2.2
|
|
|
$
|
3.7
|
|
2016
|
2.3
|
|
|
3.8
|
|
||
2017
|
2.3
|
|
|
3.5
|
|
||
2018
|
2.3
|
|
|
3.2
|
|
||
2019
|
2.2
|
|
|
3.0
|
|
||
2020 through 2024
|
10.7
|
|
|
12.1
|
|
|
Defined
Benefit Plan |
|
Postretirement
Benefit Plans |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
3.75
|
%
|
|
4.55
|
%
|
|
3.45
|
%
|
|
4.15
|
%
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in millions)
|
||||||
Accrued sales discounts
|
$
|
—
|
|
|
$
|
13.6
|
|
Accrued benefits
|
21.0
|
|
|
23.5
|
|
||
Other taxes payable
|
10.4
|
|
|
9.8
|
|
||
Other
|
10.2
|
|
|
12.6
|
|
||
Total
|
$
|
41.6
|
|
|
$
|
59.5
|
|
|
December 31,
|
||||||
|
2014
|
|
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
(1)
|
$
|
—
|
|
|
$
|
99.1
|
|
Revolving credit facility, due 2019
|
—
|
|
|
40.0
|
|
||
7.625 percent senior notes, due 2019 (“Notes”)
|
240.0
|
|
|
400.0
|
|
||
7.375 percent senior notes, due 2020 ("Partnership Notes"), including original issue premium of $11.5 million at December 31, 2014.
|
411.5
|
|
|
150.0
|
|
||
Total debt
|
$
|
651.5
|
|
|
$
|
689.1
|
|
Less: short-term debt, including current portion of long-term debt
|
—
|
|
|
41.0
|
|
||
Total long-term debt
|
$
|
651.5
|
|
|
$
|
648.1
|
|
|
Employee-
Related
Costs
|
|
Asset write-offs
|
|
Contract
Terminations
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Prior to 2012
|
$
|
5.5
|
|
|
$
|
0.9
|
|
|
$
|
2.0
|
|
|
$
|
8.4
|
|
Year Ended December 31, 2012
|
0.5
|
|
|
—
|
|
|
0.1
|
|
|
0.6
|
|
||||
Year Ended December 31, 2013
|
0.1
|
|
|
—
|
|
|
1.2
|
|
|
1.3
|
|
||||
Year Ended December 31, 2014
|
1.4
|
|
|
—
|
|
|
0.7
|
|
|
2.1
|
|
||||
Charges recorded through December 31, 2014
|
$
|
7.5
|
|
|
$
|
0.9
|
|
|
$
|
4.0
|
|
|
$
|
12.4
|
|
|
Employee-
Related Costs |
|
Contract
Terminations |
|
Total
|
||||||
|
(Dollars in millions)
|
||||||||||
Balance at December 31, 2011
|
$
|
0.8
|
|
|
$
|
1.7
|
|
|
$
|
2.5
|
|
Charges
|
0.5
|
|
|
0.1
|
|
|
0.6
|
|
|||
Cash payments
|
(0.7
|
)
|
|
(0.4
|
)
|
|
(1.1
|
)
|
|||
Balance at December 31, 2012
|
$
|
0.6
|
|
|
$
|
1.4
|
|
|
$
|
2.0
|
|
Charges
|
0.1
|
|
|
1.2
|
|
|
1.3
|
|
|||
Cash payments
|
(0.6
|
)
|
|
(0.9
|
)
|
|
(1.5
|
)
|
|||
Balance at December 31, 2013
|
$
|
0.1
|
|
|
$
|
1.7
|
|
|
$
|
1.8
|
|
Charges
|
1.4
|
|
|
0.7
|
|
|
2.1
|
|
|||
Cash Payments
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(2.0
|
)
|
|||
Balance at December 31, 2014
|
$
|
0.5
|
|
|
$
|
1.4
|
|
|
$
|
1.9
|
|
|
|
Benefit Plans
|
|
Currency Translation Adjustments
|
|
Total
|
||||||
|
|
(Dollars in millions)
|
||||||||||
At December 31, 2012
|
|
$
|
(6.6
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(7.9
|
)
|
Other comprehensive loss before reclassifications
|
|
—
|
|
|
(10.0
|
)
|
|
(10.0
|
)
|
|||
Amounts reclassified from accumulated other comprehensive
loss
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||
Retirement benefit plans funded status adjustment
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|||
Net current period other comprehensive income (loss)
|
|
3.8
|
|
|
(10.0
|
)
|
|
(6.2
|
)
|
|||
At December 31, 2013
|
|
$
|
(2.8
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(14.1
|
)
|
Other comprehensive loss before reclassifications
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Amounts reclassified from accumulated other comprehensive
loss
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||
Retirement benefit plans funded status adjustment
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||
Net current period other comprehensive loss
|
|
(6.6
|
)
|
|
(0.8
|
)
|
|
(7.4
|
)
|
|||
At December 31, 2014
|
|
$
|
(9.4
|
)
|
|
$
|
(12.1
|
)
|
|
$
|
(21.5
|
)
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||
|
(Dollars in millions)
|
|
|
|||||||||
Amortization of benefit plans to net income:
|
|
|
|
|
|
|
||||||
Prior service benefit and curtailment gain
|
|
$
|
8.1
|
|
|
$
|
5.7
|
|
|
$
|
5.6
|
|
Actuarial loss
|
|
(1.4
|
)
|
|
(2.5
|
)
|
|
(2.5
|
)
|
|||
Total before taxes
|
|
6.7
|
|
|
3.2
|
|
|
3.1
|
|
|||
Income tax benefit
|
|
(2.7
|
)
|
|
(1.3
|
)
|
|
(1.2
|
)
|
|||
Total, net of tax
|
|
$
|
4.0
|
|
|
$
|
1.9
|
|
|
$
|
1.9
|
|
|
Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Risk Free Interest Rate
|
1.57
|
%
|
|
0.93
|
%
|
|
0.82
|
%
|
Expected Term
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
Volatility
|
38
|
%
|
|
44
|
%
|
|
45
|
%
|
Dividend Yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Number of
Options |
|
Weighted
Average Exercise Price |
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate
Intrinsic Value (millions) |
|||||
Outstanding at December 31, 2013
|
2,287,252
|
|
|
$
|
16.52
|
|
|
8.0
|
|
$
|
14.4
|
|
Granted
|
407,075
|
|
|
$
|
22.30
|
|
|
|
|
|
||
Exercised
|
(185,433
|
)
|
|
$
|
16.96
|
|
|
|
|
|
||
Forfeited
|
(105,044
|
)
|
|
$
|
19.55
|
|
|
|
|
|
||
Outstanding at December 31, 2014
|
2,403,850
|
|
|
$
|
17.34
|
|
|
7.3
|
|
$
|
5.9
|
|
Exercisable at December 31, 2014
|
1,570,632
|
|
|
$
|
16.66
|
|
|
6.8
|
|
$
|
4.2
|
|
Expected to vest at December 31, 2014
|
828,226
|
|
|
$
|
18.63
|
|
|
8.3
|
|
$
|
1.6
|
|
|
Number of
RSUs |
|
Weighted
Average Grant- Date Fair Value |
|||
Nonvested at December 31, 2013
|
501,801
|
|
|
$
|
16.44
|
|
Granted
|
236,844
|
|
|
$
|
22.06
|
|
Vested
|
(181,925
|
)
|
|
$
|
16.48
|
|
Forfeited
|
(77,047
|
)
|
|
$
|
19.07
|
|
Nonvested at December 31, 2014
|
479,673
|
|
|
$
|
18.77
|
|
|
Number of
PSUs |
|
Weighted
Average Grant- Date Fair Value |
|||
Nonvested at December 31, 2013
|
96,073
|
|
|
$
|
19.56
|
|
Granted
|
84,734
|
|
|
$
|
26.09
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(19,369
|
)
|
|
$
|
19.21
|
|
Nonvested at December 31, 2014
|
161,438
|
|
|
$
|
22.63
|
|
|
Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(Shares in millions)
|
|||||||
Weighted-average number of common shares outstanding-basic
|
68.8
|
|
|
69.9
|
|
|
70.0
|
|
Add: effect of dilutive share-based compensation awards
|
—
|
|
|
0.3
|
|
|
0.3
|
|
Weighted-average number of shares-diluted
|
68.8
|
|
|
70.2
|
|
|
70.3
|
|
•
|
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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
||||||
Domestic Coke
|
|
$
|
1,388.3
|
|
|
$
|
1,528.7
|
|
|
$
|
1,816.8
|
|
Brazil Coke
|
|
37.0
|
|
|
35.4
|
|
|
36.9
|
|
|||
Coal Logistics
|
|
36.2
|
|
|
8.1
|
|
|
—
|
|
|||
Coal Logistics intersegment sales
|
|
18.8
|
|
|
5.5
|
|
|
—
|
|
|||
Corporate and other intersegment sales
|
|
18.6
|
|
|
17.5
|
|
|
17.9
|
|
|||
Elimination of intersegment sales
|
|
(37.4
|
)
|
|
(23.0
|
)
|
|
(17.9
|
)
|
|||
Total sales and other operating revenue
|
|
$
|
1,461.5
|
|
|
$
|
1,572.2
|
|
|
$
|
1,853.7
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Adjusted EBITDA from continuing operations:
|
|
|
|
|
|
|
||||||
Domestic Coke
|
|
$
|
247.9
|
|
|
$
|
243.2
|
|
|
$
|
249.3
|
|
Brazil Coke
|
|
18.9
|
|
|
16.1
|
|
|
11.9
|
|
|||
India Coke
|
|
(3.1
|
)
|
|
0.9
|
|
|
—
|
|
|||
Coal Logistics
|
|
14.3
|
|
|
4.7
|
|
|
—
|
|
|||
Corporate and Other
|
|
(40.2
|
)
|
|
(43.1
|
)
|
|
(33.5
|
)
|
|||
Total Adjusted EBITDA from continuing operations
|
|
237.8
|
|
|
221.8
|
|
|
227.7
|
|
|||
Legacy costs, net
|
|
(17.1
|
)
|
|
(0.4
|
)
|
|
(3.9
|
)
|
|||
Adjusted EBITDA from discontinued operations
|
|
(10.0
|
)
|
|
(6.3
|
)
|
|
41.8
|
|
|||
Adjusted EBITDA
|
|
$
|
210.7
|
|
|
$
|
215.1
|
|
|
$
|
265.6
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
|
||||||
Domestic Coke
|
|
$
|
81.3
|
|
|
$
|
68.1
|
|
|
$
|
60.7
|
|
Brazil Coke
|
|
0.5
|
|
|
0.4
|
|
|
0.3
|
|
|||
Coal Logistics
|
|
7.6
|
|
|
1.8
|
|
|
—
|
|
|||
Corporate and Other
|
|
6.7
|
|
|
6.8
|
|
|
4.0
|
|
|||
Total depreciation and amortization expense
|
|
$
|
96.1
|
|
|
$
|
77.1
|
|
|
$
|
65.0
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
||||||
Domestic Coke
|
|
$
|
109.2
|
|
|
$
|
121.2
|
|
|
$
|
42.3
|
|
Brazil Coke
|
|
0.9
|
|
|
0.8
|
|
|
1.5
|
|
|||
Coal Logistics
|
|
2.9
|
|
|
0.2
|
|
|
—
|
|
|||
Corporate and Other
|
|
5.3
|
|
|
10.1
|
|
|
10.4
|
|
|||
Total capital expenditures
|
|
$
|
118.3
|
|
|
$
|
132.3
|
|
|
$
|
54.2
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Unaudited)
|
||||||
|
|
(Dollars in millions, except
per share amounts) |
||||||
Segment assets
|
|
|
|
|
||||
Domestic Coke
|
|
$
|
1,585.8
|
|
|
$
|
1,533.7
|
|
Brazil Coke
|
|
61.6
|
|
|
61.4
|
|
||
India Coke
|
|
22.5
|
|
|
57.0
|
|
||
Coal Logistics
|
|
114.4
|
|
|
119.0
|
|
||
Corporate and Other
|
|
162.1
|
|
|
294.6
|
|
||
Segments assets, excluding tax assets and discontinued operations
|
|
1,946.4
|
|
|
2,065.7
|
|
||
Discontinued operations
|
|
19.3
|
|
|
159.0
|
|
||
Tax assets
|
|
32.4
|
|
|
19.2
|
|
||
Total assets
|
|
$
|
1,998.1
|
|
|
$
|
2,243.9
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Coke sales
|
$
|
1,322.8
|
|
|
$
|
1,463.0
|
|
|
$
|
1,750.5
|
|
Steam and electricity sales
|
65.7
|
|
|
65.6
|
|
|
62.5
|
|
|||
Operating and licensing fees
|
36.9
|
|
|
35.4
|
|
|
36.9
|
|
|||
Coal logistics
|
33.9
|
|
|
7.2
|
|
|
—
|
|
|||
Other
|
2.2
|
|
|
1.0
|
|
|
3.8
|
|
|||
Total sales and other operating revenue
|
$
|
1,461.5
|
|
|
$
|
1,572.2
|
|
|
$
|
1,853.7
|
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Adjusted EBITDA attributable to SunCoke Energy, Inc.
|
$
|
150.0
|
|
|
$
|
173.9
|
|
|
$
|
265.6
|
|
Add: Adjusted EBITDA attributable to noncontrolling interest
(1)
|
60.7
|
|
|
41.2
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
210.7
|
|
|
$
|
215.1
|
|
|
$
|
265.6
|
|
Subtract:
|
|
|
|
|
|
||||||
Adjusted EBITDA from discontinued operations
(2)
|
(10.0
|
)
|
|
(6.3
|
)
|
|
41.8
|
|
|||
Legacy costs, net
(3)
|
(17.1
|
)
|
|
(0.4
|
)
|
|
(3.9
|
)
|
|||
Adjusted EBITDA from continuing operations
|
$
|
237.8
|
|
|
$
|
221.8
|
|
|
$
|
227.7
|
|
Subtract:
|
|
|
|
|
|
||||||
Adjustment to unconsolidated affiliate earnings
(4)
|
3.0
|
|
|
3.2
|
|
|
—
|
|
|||
Depreciation and amortization expense
|
96.1
|
|
|
77.1
|
|
|
65.0
|
|
|||
India impairment
|
30.5
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
63.2
|
|
|
52.3
|
|
|
47.6
|
|
|||
Income tax expense
|
7.4
|
|
|
16.4
|
|
|
18.0
|
|
|||
Sales discounts provided to customers due to sharing of
nonconventional fuel tax credits (5) |
(0.5
|
)
|
|
6.8
|
|
|
11.2
|
|
|||
Asset impairment
|
16.8
|
|
|
—
|
|
|
—
|
|
|||
Legacy costs, net
(3)
|
17.1
|
|
|
0.4
|
|
|
3.9
|
|
|||
Income from continuing operations
|
$
|
4.2
|
|
|
$
|
65.6
|
|
|
$
|
82.0
|
|
Loss (income) from discontinued operations, net of tax
|
(106.0
|
)
|
|
(15.5
|
)
|
|
20.5
|
|
|||
Net (loss) income
|
$
|
(101.8
|
)
|
|
$
|
50.1
|
|
|
$
|
102.5
|
|
(1)
|
Reflects noncontrolling interest in Indiana Harbor and the portions of the Partnership owned by public unitholders.
|
(2)
|
See reconciliation of Adjusted EBITDA from discontinued operations below.
|
(3)
|
Legacy costs, net includes royalty revenues and costs related to coal mining assets and liabilities expected to be retained by the Company which are not part of the disposal group, and therefore, are reported in continuing operations in Corporate and Other. See detail of these legacy costs in the table below.
|
(4)
|
Reflects share of interest, taxes, depreciation and amortization related to VISA SunCoke.
|
(5)
|
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
. The gain was recorded in sales and other operating revenue on our Consolidated Statement of Operations.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Adjusted EBITDA from discontinued operations
|
$
|
(10.0
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
41.8
|
|
Subtract:
|
|
|
|
|
|
||||||
Depreciation and depletion from discontinued operations
|
10.2
|
|
|
18.9
|
|
|
16.0
|
|
|||
Income tax (benefit) expense from discontinued operations
|
(66.2
|
)
|
|
(9.7
|
)
|
|
5.3
|
|
|||
Asset and goodwill impairment from discontinued operations
|
133.5
|
|
|
—
|
|
|
—
|
|
|||
Exit costs
|
18.5
|
|
|
—
|
|
|
—
|
|
|||
(Loss) income from discontinued operations, net of tax
|
$
|
(106.0
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
20.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars and shares in millions)
|
||||||||||
Black lung charges
|
$
|
14.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
3.3
|
|
Postretirement benefit plan benefit
|
(3.7
|
)
|
|
(1.0
|
)
|
|
(0.6
|
)
|
|||
Defined benefit plan expense (benefit)
|
0.2
|
|
|
(0.1
|
)
|
|
0.6
|
|
|||
Workers compensation expense
|
4.6
|
|
|
2.0
|
|
|
1.2
|
|
|||
Other
|
1.7
|
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|||
Total legacy costs, net
|
$
|
17.1
|
|
|
$
|
0.4
|
|
|
$
|
3.9
|
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Sales and other operating revenue
|
$
|
351.5
|
|
|
$
|
364.2
|
|
|
$
|
367.5
|
|
|
$
|
378.3
|
|
|
$
|
438.0
|
|
|
$
|
383.7
|
|
|
$
|
373.1
|
|
|
$
|
377.4
|
|
Gross profit
(1)
|
$
|
33.7
|
|
|
$
|
55.2
|
|
|
$
|
64.3
|
|
|
$
|
38.1
|
|
|
$
|
49.8
|
|
|
$
|
51.7
|
|
|
$
|
54.6
|
|
|
$
|
56.5
|
|
Income (loss) from continuing operations
(2)
|
$
|
2.2
|
|
|
$
|
(7.2
|
)
|
|
$
|
24.9
|
|
|
$
|
(15.7
|
)
|
|
$
|
11.1
|
|
|
$
|
15.5
|
|
|
$
|
15.9
|
|
|
$
|
23.1
|
|
Loss from discontinued operations, net of income tax benefit
(3)
|
$
|
(6.2
|
)
|
|
$
|
(41.2
|
)
|
|
$
|
(18.5
|
)
|
|
$
|
(40.1
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(4.4
|
)
|
Net (loss) income
|
$
|
(4.0
|
)
|
|
$
|
(48.4
|
)
|
|
$
|
6.4
|
|
|
$
|
(55.8
|
)
|
|
$
|
6.4
|
|
|
$
|
12.7
|
|
|
$
|
12.3
|
|
|
$
|
18.7
|
|
Less: Net income attributable to noncontrolling interests
|
$
|
4.0
|
|
|
$
|
0.7
|
|
|
$
|
10.0
|
|
|
$
|
9.6
|
|
|
$
|
4.3
|
|
|
$
|
7.0
|
|
|
$
|
6.1
|
|
|
$
|
7.7
|
|
Net (loss) income attributable to SunCoke Energy, Inc.
|
$
|
(8.0
|
)
|
|
$
|
(49.1
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(65.4
|
)
|
|
$
|
2.1
|
|
|
$
|
5.7
|
|
|
$
|
6.2
|
|
|
$
|
11.1
|
|
(Loss) earnings attributable to SunCoke Energy, Inc. per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.22
|
|
Discontinued operations
|
$
|
(0.09
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.22
|
|
Discontinued operations
|
$
|
(0.09
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
Cash dividend declared per share
(4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.0585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Gross profit equals sales and other operating revenue less cost of products sold, operating expenses and depreciation and amortization.
|
(2)
|
Income from continuing operations includes an impairment charge of legacy coal mining assets of
$15.1 million
and related tax benefit of
$5.8 million
and
$1.7 million
and related tax benefit of
$0.7 million
during the second and fourth quarters of 2014, respectively. The Company does not expect these legacy assets to be part of the sale of our coal mining operations.
|
(3)
|
Loss from discontinued operations includes impairment charges, net of tax, of
$54.0 million
,
$10.1 million
and
$17.8 million
for the second, third and fourth quarters of 2014, respectively.
|
(4)
|
On October 23, 2014, the Company's Board of Directors declared our very first cash dividend of
$0.0585
per share, which was paid on November 28, 2014 to shareholders of record at the close of business on November 14, 2014.
|
•
|
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.
|
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Combining
and Consolidating Adjustments |
|
Total
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenue
|
$
|
—
|
|
|
$
|
435.8
|
|
|
$
|
1,025.7
|
|
|
$
|
—
|
|
|
$
|
1,461.5
|
|
Equity in (loss) earnings of subsidiaries
|
(101.3
|
)
|
|
56.0
|
|
|
—
|
|
|
45.3
|
|
|
—
|
|
|||||
Other (loss) income, net
|
(0.3
|
)
|
|
1.6
|
|
|
9.9
|
|
|
—
|
|
|
11.2
|
|
|||||
Total revenues
|
(101.6
|
)
|
|
493.4
|
|
|
1,035.6
|
|
|
45.3
|
|
|
1,472.7
|
|
|||||
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold and operating expenses
|
—
|
|
|
354.0
|
|
|
820.1
|
|
|
—
|
|
|
1,174.1
|
|
|||||
Selling, general and administrative expenses
|
13.4
|
|
|
34.5
|
|
|
28.0
|
|
|
—
|
|
|
75.9
|
|
|||||
Depreciation and amortization expenses
|
—
|
|
|
25.5
|
|
|
70.6
|
|
|
—
|
|
|
96.1
|
|
|||||
Asset impairment
|
—
|
|
|
16.8
|
|
|
—
|
|
|
—
|
|
|
16.8
|
|
|||||
Total costs and operating expenses
|
13.4
|
|
|
430.8
|
|
|
918.7
|
|
|
|
|
|
1,362.9
|
|
|||||
Operating (loss) income
|
(115.0
|
)
|
|
62.6
|
|
|
116.9
|
|
|
45.3
|
|
|
109.8
|
|
|||||
Interest (income) expense, net - affiliate
|
—
|
|
|
(7.3
|
)
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense (income), net
|
26.3
|
|
|
(1.8
|
)
|
|
38.7
|
|
|
—
|
|
|
63.2
|
|
|||||
Total interest expense (income), net
|
26.3
|
|
|
(9.1
|
)
|
|
46.0
|
|
|
—
|
|
|
63.2
|
|
|||||
(Loss) income before income tax expense and loss from
equity method investment |
(141.3
|
)
|
|
71.7
|
|
|
70.9
|
|
|
45.3
|
|
|
46.6
|
|
|||||
Income tax (benefit) expense
|
(15.2
|
)
|
|
24.5
|
|
|
(1.9
|
)
|
|
—
|
|
|
7.4
|
|
|||||
Loss from equity method investment
|
—
|
|
|
—
|
|
|
35.0
|
|
|
—
|
|
|
35.0
|
|
|||||
(Loss) income from continuing operations
|
(126.1
|
)
|
|
47.2
|
|
|
37.8
|
|
|
45.3
|
|
|
4.2
|
|
|||||
Loss from discontinued operations net of income tax benefit of $66.2 million
|
—
|
|
|
(106.0
|
)
|
|
—
|
|
|
—
|
|
|
(106.0
|
)
|
|||||
Net (loss) income
|
(126.1
|
)
|
|
(58.8
|
)
|
|
37.8
|
|
|
45.3
|
|
|
(101.8
|
)
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
24.3
|
|
|
—
|
|
|
24.3
|
|
|||||
Net (loss) income attributable to SunCoke Energy, Inc.
|
$
|
(126.1
|
)
|
|
$
|
(58.8
|
)
|
|
$
|
13.5
|
|
|
$
|
45.3
|
|
|
$
|
(126.1
|
)
|
Comprehensive (loss) income
|
$
|
(133.5
|
)
|
|
$
|
(65.4
|
)
|
|
$
|
37.0
|
|
|
$
|
52.7
|
|
|
$
|
(109.2
|
)
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
24.3
|
|
|
—
|
|
|
24.3
|
|
|||||
Comprehensive (loss) income attributable to SunCoke Energy, Inc.
|
$
|
(133.5
|
)
|
|
$
|
(65.4
|
)
|
|
$
|
12.7
|
|
|
$
|
52.7
|
|
|
$
|
(133.5
|
)
|
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Combining
and Consolidating Adjustments |
|
Total
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenue
|
$
|
—
|
|
|
$
|
480.6
|
|
|
$
|
1,091.6
|
|
|
$
|
—
|
|
|
$
|
1,572.2
|
|
Equity in earnings of subsidiaries
|
56.2
|
|
|
88.6
|
|
|
—
|
|
|
(144.8
|
)
|
|
—
|
|
|||||
Other income, net
|
—
|
|
|
3.7
|
|
|
9.6
|
|
|
—
|
|
|
13.3
|
|
|||||
Total revenues
|
56.2
|
|
|
572.9
|
|
|
1,101.2
|
|
|
(144.8
|
)
|
|
1,585.5
|
|
|||||
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold and operating expenses
|
—
|
|
|
389.4
|
|
|
893.1
|
|
|
—
|
|
|
1,282.5
|
|
|||||
Selling, general and administrative expenses
|
12.1
|
|
|
49.6
|
|
|
27.7
|
|
|
—
|
|
|
89.4
|
|
|||||
Depreciation and amortization expenses
|
—
|
|
|
25.2
|
|
|
51.9
|
|
|
—
|
|
|
77.1
|
|
|||||
Total costs and operating expenses
|
12.1
|
|
|
464.2
|
|
|
972.7
|
|
|
—
|
|
|
1,449.0
|
|
|||||
Operating income
|
44.1
|
|
|
108.7
|
|
|
128.5
|
|
|
(144.8
|
)
|
|
136.5
|
|
|||||
Interest (income) expense, net - affiliate
|
—
|
|
|
(7.3
|
)
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense (income), net
|
37.9
|
|
|
(0.8
|
)
|
|
15.2
|
|
|
—
|
|
|
52.3
|
|
|||||
Total interest expense (income), net
|
37.9
|
|
|
(8.1
|
)
|
|
22.5
|
|
|
—
|
|
|
52.3
|
|
|||||
Income before income tax expense and loss from equity method investment
|
6.2
|
|
|
116.8
|
|
|
106.0
|
|
|
(144.8
|
)
|
|
84.2
|
|
|||||
Income tax (benefit) expense
|
(18.8
|
)
|
|
36.8
|
|
|
(1.6
|
)
|
|
—
|
|
|
16.4
|
|
|||||
Loss from equity method investment
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||||
Income from continuing operations
|
25.0
|
|
|
80.0
|
|
|
105.4
|
|
|
(144.8
|
)
|
|
65.6
|
|
|||||
Loss from discontinued operations, net of income tax benefit of $9.7 million
|
—
|
|
|
(15.5
|
)
|
|
—
|
|
|
—
|
|
|
(15.5
|
)
|
|||||
Net income
|
25.0
|
|
|
64.5
|
|
|
105.4
|
|
|
(144.8
|
)
|
|
50.1
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
25.1
|
|
|
—
|
|
|
25.1
|
|
|||||
Net income attributable to SunCoke Energy, Inc.
|
$
|
25.0
|
|
|
$
|
64.5
|
|
|
$
|
80.3
|
|
|
$
|
(144.8
|
)
|
|
$
|
25.0
|
|
Comprehensive income
|
$
|
18.8
|
|
|
$
|
68.5
|
|
|
$
|
95.2
|
|
|
$
|
(138.6
|
)
|
|
$
|
43.9
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
25.1
|
|
|
—
|
|
|
25.1
|
|
|||||
Comprehensive income attributable to SunCoke Energy, Inc.
|
$
|
18.8
|
|
|
$
|
68.5
|
|
|
$
|
70.1
|
|
|
$
|
(138.6
|
)
|
|
$
|
18.8
|
|
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Combining
and Consolidating Adjustments |
|
Total
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenue
|
$
|
—
|
|
|
$
|
564.4
|
|
|
$
|
1,289.3
|
|
|
$
|
—
|
|
|
$
|
1,853.7
|
|
Equity in earnings of subsidiaries
|
138.9
|
|
|
95.5
|
|
|
—
|
|
|
(234.4
|
)
|
|
—
|
|
|||||
Other income, net
|
—
|
|
|
1.5
|
|
|
9.5
|
|
|
—
|
|
|
11.0
|
|
|||||
Total revenues
|
138.9
|
|
|
661.4
|
|
|
1,298.8
|
|
|
(234.4
|
)
|
|
1,864.7
|
|
|||||
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold and operating expenses
|
—
|
|
|
462.6
|
|
|
1,110.5
|
|
|
—
|
|
|
1,573.1
|
|
|||||
Selling, general and administrative expenses
|
10.6
|
|
|
42.4
|
|
|
26.0
|
|
|
—
|
|
|
79.0
|
|
|||||
Depreciation and amortization expenses
|
—
|
|
|
22.3
|
|
|
42.7
|
|
|
—
|
|
|
65.0
|
|
|||||
Total costs and operating expenses
|
10.6
|
|
|
527.3
|
|
|
1,179.2
|
|
|
—
|
|
|
1,717.1
|
|
|||||
Operating income
|
128.3
|
|
|
134.1
|
|
|
119.6
|
|
|
(234.4
|
)
|
|
147.6
|
|
|||||
Interest (income) expense, net - affiliate
|
—
|
|
|
(7.4
|
)
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense (income), net
|
48.0
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
47.6
|
|
|||||
Total interest expense (income), net
|
48.0
|
|
|
(7.4
|
)
|
|
7.0
|
|
|
—
|
|
|
47.6
|
|
|||||
Income before income tax expense and loss from equity method investment
|
80.3
|
|
|
141.5
|
|
|
112.6
|
|
|
(234.4
|
)
|
|
100.0
|
|
|||||
Income tax (benefit) expense
|
(18.5
|
)
|
|
13.5
|
|
|
23.0
|
|
|
—
|
|
|
18.0
|
|
|||||
Income from continuing operations
|
98.8
|
|
|
128.0
|
|
|
89.6
|
|
|
(234.4
|
)
|
|
82.0
|
|
|||||
Income from discontinued operations, net of income tax expense of $5.3 million
|
—
|
|
|
20.5
|
|
|
—
|
|
|
—
|
|
|
20.5
|
|
|||||
Net income
|
98.8
|
|
|
148.5
|
|
|
89.6
|
|
|
(234.4
|
)
|
|
102.5
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||||
Net income attributable to SunCoke Energy, Inc.
|
$
|
98.8
|
|
|
$
|
148.5
|
|
|
$
|
85.9
|
|
|
$
|
(234.4
|
)
|
|
$
|
98.8
|
|
Comprehensive income
|
$
|
97.4
|
|
|
$
|
148.2
|
|
|
$
|
88.5
|
|
|
$
|
(233.0
|
)
|
|
$
|
101.1
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||||
Comprehensive income attributable to SunCoke Energy, Inc.
|
$
|
97.4
|
|
|
$
|
148.2
|
|
|
$
|
84.8
|
|
|
$
|
(233.0
|
)
|
|
$
|
97.4
|
|
|
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Combining
and Consolidating Adjustments |
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
102.4
|
|
|
$
|
36.6
|
|
|
$
|
—
|
|
|
$
|
139.0
|
|
Receivables
|
|
0.1
|
|
|
23.1
|
|
|
52.2
|
|
|
—
|
|
|
75.4
|
|
|||||
Inventories
|
|
—
|
|
|
39.2
|
|
|
99.9
|
|
|
—
|
|
|
139.1
|
|
|||||
Income tax receivable
|
|
28.0
|
|
|
—
|
|
|
6.8
|
|
|
(28.8
|
)
|
|
6.0
|
|
|||||
Deferred income taxes
|
|
2.6
|
|
|
25.6
|
|
|
0.8
|
|
|
(2.6
|
)
|
|
26.4
|
|
|||||
Other current assets
|
|
—
|
|
|
2.7
|
|
|
0.9
|
|
|
—
|
|
|
3.6
|
|
|||||
Current assets held for sale
|
|
—
|
|
|
19.3
|
|
|
—
|
|
|
—
|
|
|
19.3
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
150.5
|
|
|
—
|
|
|
(150.5
|
)
|
|
—
|
|
|||||
Total current assets
|
|
30.7
|
|
|
362.8
|
|
|
197.2
|
|
|
(181.9
|
)
|
|
408.8
|
|
|||||
Notes receivable from affiliate
|
|
—
|
|
|
89.0
|
|
|
300.0
|
|
|
(389.0
|
)
|
|
—
|
|
|||||
Investment in Brazilian cokemaking operations
|
|
—
|
|
|
—
|
|
|
41.0
|
|
|
—
|
|
|
41.0
|
|
|||||
Equity method investment in VISA SunCoke Limited
|
|
—
|
|
|
—
|
|
|
22.3
|
|
|
—
|
|
|
22.3
|
|
|||||
Properties, plants and equipment, net
|
|
—
|
|
|
387.8
|
|
|
1,078.8
|
|
|
—
|
|
|
1,466.6
|
|
|||||
Goodwill and other intangible assets, net
|
|
—
|
|
|
6.9
|
|
|
15.1
|
|
|
—
|
|
|
22.0
|
|
|||||
Deferred charges and other assets
|
|
5.8
|
|
|
13.0
|
|
|
18.6
|
|
|
—
|
|
|
37.4
|
|
|||||
Investment in subsidiaries
|
|
718.2
|
|
|
494.1
|
|
|
—
|
|
|
(1,212.3
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
754.7
|
|
|
$
|
1,353.6
|
|
|
$
|
1,673.0
|
|
|
$
|
(1,783.2
|
)
|
|
$
|
1,998.1
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advances from affiliate
|
|
$
|
73.4
|
|
|
$
|
—
|
|
|
$
|
77.1
|
|
|
$
|
(150.5
|
)
|
|
$
|
—
|
|
Accounts payable
|
|
—
|
|
|
29.3
|
|
|
81.6
|
|
|
—
|
|
|
110.9
|
|
|||||
Accrued liabilities
|
|
0.1
|
|
|
23.4
|
|
|
18.1
|
|
|
—
|
|
|
41.6
|
|
|||||
Interest payable
|
|
7.6
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
|
19.9
|
|
|||||
Income taxes payable
|
|
—
|
|
|
28.8
|
|
|
—
|
|
|
(28.8
|
)
|
|
—
|
|
|||||
Current liabilities held for sale
|
|
—
|
|
|
37.4
|
|
|
—
|
|
|
—
|
|
|
37.4
|
|
|||||
Total current liabilities
|
|
81.1
|
|
|
118.9
|
|
|
189.1
|
|
|
(179.3
|
)
|
|
209.8
|
|
|||||
Long term-debt
|
|
240.0
|
|
|
—
|
|
|
411.5
|
|
|
—
|
|
|
651.5
|
|
|||||
Payable to affiliate
|
|
—
|
|
|
300.0
|
|
|
89.0
|
|
|
(389.0
|
)
|
|
—
|
|
|||||
Accrual for black lung benefits
|
|
—
|
|
|
43.9
|
|
|
—
|
|
|
—
|
|
|
43.9
|
|
|||||
Retirement benefit liabilities
|
|
—
|
|
|
33.6
|
|
|
—
|
|
|
—
|
|
|
33.6
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
320.8
|
|
|
3.7
|
|
|
(2.6
|
)
|
|
321.9
|
|
|||||
Asset retirement obligations
|
|
—
|
|
|
12.5
|
|
|
2.6
|
|
|
—
|
|
|
15.1
|
|
|||||
Other deferred credits and liabilities
|
|
1.9
|
|
|
13.8
|
|
|
1.2
|
|
|
—
|
|
|
16.9
|
|
|||||
Total liabilities
|
|
323.0
|
|
|
843.5
|
|
|
697.1
|
|
|
(570.9
|
)
|
|
1,292.7
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock, $0.01 par value. Authorized 50,000,000
shares; no issued and outstanding shares at December 31, 2014 |
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock, $0.01 par value. Authorized 300,000,000
shares; issued 71,251,529 shares at December 31, 2014 |
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Treasury Stock, 4,977,115 shares at December 31, 2014
|
|
(105.0
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
(105.0
|
)
|
|||||
Additional paid-in capital
|
|
543.6
|
|
|
176.6
|
|
|
501.1
|
|
|
(677.7
|
)
|
|
543.6
|
|
|||||
Accumulated other comprehensive loss
|
|
(21.5
|
)
|
|
(9.3
|
)
|
|
(12.2
|
)
|
|
21.5
|
|
|
(21.5
|
)
|
|||||
Retained earnings
|
|
13.9
|
|
|
342.8
|
|
|
213.3
|
|
|
(556.1
|
)
|
|
13.9
|
|
|||||
Total SunCoke Energy, Inc. stockholders’ equity
|
|
431.7
|
|
|
510.1
|
|
|
702.2
|
|
|
(1,212.3
|
)
|
|
431.7
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
273.7
|
|
|
—
|
|
|
273.7
|
|
|||||
Total equity
|
|
431.7
|
|
|
510.1
|
|
|
975.9
|
|
|
(1,212.3
|
)
|
|
705.4
|
|
|||||
Total liabilities and equity
|
|
$
|
754.7
|
|
|
$
|
1,353.6
|
|
|
$
|
1,673.0
|
|
|
$
|
(1,783.2
|
)
|
|
$
|
1,998.1
|
|
|
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Combining
and Consolidating Adjustments |
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
184.7
|
|
|
$
|
48.9
|
|
|
$
|
—
|
|
|
$
|
233.6
|
|
Receivables
|
|
—
|
|
|
47.2
|
|
|
38.1
|
|
|
—
|
|
|
85.3
|
|
|||||
Inventories
|
|
—
|
|
|
37.4
|
|
|
91.2
|
|
|
—
|
|
|
128.6
|
|
|||||
Income taxes receivable
|
|
39.9
|
|
|
—
|
|
|
13.4
|
|
|
(46.7
|
)
|
|
6.6
|
|
|||||
Deferred income taxes
|
|
9.4
|
|
|
11.8
|
|
|
0.8
|
|
|
(9.4
|
)
|
|
12.6
|
|
|||||
Advances to affiliate
|
|
48.2
|
|
|
33.6
|
|
|
—
|
|
|
(81.8
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
1.3
|
|
|
1.0
|
|
|
—
|
|
|
2.3
|
|
|||||
Current assets held for sale
|
|
—
|
|
|
12.9
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|||||
Interest receivable from affiliate
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|||||
Total current assets
|
|
97.5
|
|
|
336.2
|
|
|
193.4
|
|
|
(145.2
|
)
|
|
481.9
|
|
|||||
Notes receivable from affiliate
|
|
—
|
|
|
89.0
|
|
|
300.0
|
|
|
(389.0
|
)
|
|
—
|
|
|||||
Investment in Brazilian cokemaking operations
|
|
—
|
|
|
—
|
|
|
41.0
|
|
|
—
|
|
|
41.0
|
|
|||||
Equity method investment in VISA SunCoke Limited
|
|
—
|
|
|
—
|
|
|
56.8
|
|
|
—
|
|
|
56.8
|
|
|||||
Properties, plants and equipment, net
|
|
—
|
|
|
415.7
|
|
|
1,043.2
|
|
|
—
|
|
|
1,458.9
|
|
|||||
Goodwill and other intangible assets, net
|
|
—
|
|
|
7.5
|
|
|
16.0
|
|
|
—
|
|
|
23.5
|
|
|||||
Deferred charges and other assets
|
|
11.7
|
|
|
14.3
|
|
|
9.7
|
|
|
—
|
|
|
35.7
|
|
|||||
Long-term assets held for sale
|
|
—
|
|
|
146.1
|
|
|
—
|
|
|
—
|
|
|
146.1
|
|
|||||
Investment in subsidiaries
|
|
963.3
|
|
|
723.8
|
|
|
—
|
|
|
(1,687.1
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
1,072.5
|
|
|
$
|
1,732.6
|
|
|
$
|
1,660.1
|
|
|
$
|
(2,221.3
|
)
|
|
$
|
2,243.9
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advances from affiliate
|
|
$
|
—
|
|
|
$
|
48.2
|
|
|
$
|
33.6
|
|
|
$
|
(81.8
|
)
|
|
$
|
—
|
|
Accounts payable
|
|
—
|
|
|
32.9
|
|
|
105.5
|
|
|
—
|
|
|
138.4
|
|
|||||
Accrued liabilities
|
|
0.5
|
|
|
42.6
|
|
|
16.4
|
|
|
—
|
|
|
59.5
|
|
|||||
Short-term debt, including current portion of long-term debt
|
|
1.0
|
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|
41.0
|
|
|||||
Interest payable
|
|
13.6
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
18.2
|
|
|||||
Income taxes payable
|
|
—
|
|
|
46.7
|
|
|
—
|
|
|
(46.7
|
)
|
|
—
|
|
|||||
Interest payable to affiliate
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
(7.3
|
)
|
|
—
|
|
|||||
Current liabilities held for sale
|
|
—
|
|
|
25.9
|
|
|
—
|
|
|
—
|
|
|
25.9
|
|
|||||
Total current liabilities
|
|
15.1
|
|
|
196.3
|
|
|
207.4
|
|
|
(135.8
|
)
|
|
283.0
|
|
|||||
Long-term debt
|
|
498.4
|
|
|
—
|
|
|
149.7
|
|
|
—
|
|
|
648.1
|
|
|||||
Payable to affiliate
|
|
—
|
|
|
300.0
|
|
|
89.0
|
|
|
(389.0
|
)
|
|
—
|
|
|||||
Accrual for black lung benefits
|
|
—
|
|
|
32.4
|
|
|
—
|
|
|
—
|
|
|
32.4
|
|
|||||
Retirement benefit liabilities
|
|
—
|
|
|
34.8
|
|
|
—
|
|
|
—
|
|
|
34.8
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
362.0
|
|
|
2.1
|
|
|
(9.4
|
)
|
|
354.7
|
|
|||||
Asset retirement obligations
|
|
—
|
|
|
8.5
|
|
|
2.4
|
|
|
—
|
|
|
10.9
|
|
|||||
Other deferred credits and liabilities
|
|
1.6
|
|
|
12.2
|
|
|
0.6
|
|
|
—
|
|
|
14.4
|
|
|||||
Long-term liabilities held for sale
|
|
—
|
|
|
33.3
|
|
|
—
|
|
|
—
|
|
|
33.3
|
|
|||||
Total liabilities
|
|
515.1
|
|
|
979.5
|
|
|
451.2
|
|
|
(534.2
|
)
|
|
1,411.6
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock, $0.01 par value. Authorized 50,000,000
shares; no issued and outstanding shares at December 31, 2013 |
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock, $0.01 par value. Authorized 300,000,000
shares; issued 70,892,140 shares at December 31, 2013 |
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Treasury stock, 1,255,355 shares at December 31, 2013
|
|
(19.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
|||||
Additional paid-in capital
|
|
446.9
|
|
|
354.2
|
|
|
745.6
|
|
|
(1,099.8
|
)
|
|
446.9
|
|
|||||
Accumulated other comprehensive income
|
|
(14.1
|
)
|
|
(2.7
|
)
|
|
(11.4
|
)
|
|
14.1
|
|
|
(14.1
|
)
|
|||||
Retained earnings
|
|
143.8
|
|
|
401.6
|
|
|
199.8
|
|
|
(601.4
|
)
|
|
143.8
|
|
|||||
Total SunCoke Energy, Inc. stockholders’ equity
|
|
557.4
|
|
|
753.1
|
|
|
934.0
|
|
|
(1,687.1
|
)
|
|
557.4
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
274.9
|
|
|
—
|
|
|
274.9
|
|
|||||
Total equity
|
|
557.4
|
|
|
753.1
|
|
|
1,208.9
|
|
|
(1,687.1
|
)
|
|
832.3
|
|
|||||
Total liabilities and equity
|
|
$
|
1,072.5
|
|
|
$
|
1,732.6
|
|
|
$
|
1,660.1
|
|
|
$
|
(2,221.3
|
)
|
|
$
|
2,243.9
|
|
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Combining
and Consolidating Adjustments |
|
Total
|
||||||||||
Cash Flows from Continuing Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(126.1
|
)
|
|
$
|
(58.8
|
)
|
|
$
|
37.8
|
|
|
$
|
45.3
|
|
|
$
|
(101.8
|
)
|
Adjustments to reconcile net income to net cash provided by continuing operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from discontinued operations, net of tax
|
—
|
|
|
106.0
|
|
|
—
|
|
|
—
|
|
|
106.0
|
|
|||||
Asset impairment
|
—
|
|
|
16.8
|
|
|
—
|
|
|
—
|
|
|
16.8
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
25.5
|
|
|
70.6
|
|
|
—
|
|
|
96.1
|
|
|||||
Deferred income tax expense (benefit)
|
6.8
|
|
|
(14.3
|
)
|
|
1.5
|
|
|
—
|
|
|
(6.0
|
)
|
|||||
Payments in excess of expense for retirement plans
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
|||||
Share-based compensation expense
|
9.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
|||||
Equity in loss (earnings) of subsidiaries
|
101.3
|
|
|
(56.0
|
)
|
|
—
|
|
|
(45.3
|
)
|
|
—
|
|
|||||
Excess tax benefit from share-based awards
|
(0.4
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Loss from equity method investment
|
—
|
|
|
—
|
|
|
35.0
|
|
|
—
|
|
|
35.0
|
|
|||||
Loss on extinguishment/modification of debt
|
—
|
|
|
—
|
|
|
15.4
|
|
|
—
|
|
|
15.4
|
|
|||||
Changes in working capital pertaining to continuing operating activities (net of acquisitions):
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
(0.1
|
)
|
|
24.1
|
|
|
(14.1
|
)
|
|
—
|
|
|
9.9
|
|
|||||
Inventories
|
—
|
|
|
(1.8
|
)
|
|
(8.7
|
)
|
|
—
|
|
|
(10.5
|
)
|
|||||
Accounts payable
|
—
|
|
|
(3.6
|
)
|
|
(23.9
|
)
|
|
—
|
|
|
(27.5
|
)
|
|||||
Accrued liabilities
|
(0.5
|
)
|
|
(19.1
|
)
|
|
1.7
|
|
|
—
|
|
|
(17.9
|
)
|
|||||
Interest payable
|
(6.0
|
)
|
|
7.3
|
|
|
0.4
|
|
|
—
|
|
|
1.7
|
|
|||||
Income taxes
|
12.3
|
|
|
(17.9
|
)
|
|
6.6
|
|
|
—
|
|
|
1.0
|
|
|||||
Accrual for black lung benefits
|
—
|
|
|
11.5
|
|
|
—
|
|
|
|
|
11.5
|
|
||||||
Other
|
6.1
|
|
|
0.2
|
|
|
(7.4
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Net cash provided by continuing operating activities
|
3.2
|
|
|
11.9
|
|
|
114.9
|
|
|
—
|
|
|
130.0
|
|
|||||
Cash Flows from Continuing Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(12.6
|
)
|
|
(105.7
|
)
|
|
—
|
|
|
(118.3
|
)
|
|||||
Net cash used in continuing investing activities
|
—
|
|
|
(12.6
|
)
|
|
(105.7
|
)
|
|
—
|
|
|
(118.3
|
)
|
|||||
Cash Flows from Continuing Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common units of SunCoke
Energy Partners, L.P., net of offering costs |
—
|
|
|
—
|
|
|
90.5
|
|
|
—
|
|
|
90.5
|
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
268.1
|
|
|
—
|
|
|
268.1
|
|
|||||
Repayment of long-term debt
|
—
|
|
|
—
|
|
|
(276.5
|
)
|
|
—
|
|
|
(276.5
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
(5.8
|
)
|
|||||
Proceeds from revolving facility
|
—
|
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|
40.0
|
|
|||||
Repayment of revolving facility
|
—
|
|
|
—
|
|
|
(80.0
|
)
|
|
—
|
|
|
(80.0
|
)
|
|||||
Cash distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(32.3
|
)
|
|
—
|
|
|
(32.3
|
)
|
|||||
Shares repurchased
|
(85.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85.1
|
)
|
|||||
Proceeds from exercise of stock options
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|||||
Excess tax benefit from share-based awards
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Dividends paid
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|||||
Net increase (decrease) in advances from affiliate
|
82.5
|
|
|
(57.0
|
)
|
|
(25.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash used in continuing financing activities
|
(3.2
|
)
|
|
(57.0
|
)
|
|
(21.5
|
)
|
|
—
|
|
|
(81.7
|
)
|
|||||
Net decrease in cash and cash equivalents from continuing operations
|
—
|
|
|
(57.7
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(70.0
|
)
|
Cash Flows from Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from discontinued operations - operating activities
|
—
|
|
|
(17.7
|
)
|
|
—
|
|
|
—
|
|
|
(17.7
|
)
|
|||||
Cash flows from discontinued operations - investing activities
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|||||
Net decrease in cash and cash equivalents from discontinued operations
|
—
|
|
|
(24.6
|
)
|
|
—
|
|
|
—
|
|
|
(24.6
|
)
|
|||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(82.3
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(94.6
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
184.7
|
|
|
48.9
|
|
|
—
|
|
|
233.6
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
102.4
|
|
|
$
|
36.6
|
|
|
$
|
—
|
|
|
$
|
139.0
|
|
|
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Combining
and Consolidating Adjustments |
|
Total
|
||||||||||
Cash Flows from Continuing Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
25.0
|
|
|
$
|
64.5
|
|
|
$
|
105.4
|
|
|
$
|
(144.8
|
)
|
|
$
|
50.1
|
|
Adjustments to reconcile net income to net cash (used in) provided by continuing operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|||||
Depreciation and amortization expense
|
|
—
|
|
|
25.2
|
|
|
51.9
|
|
|
—
|
|
|
77.1
|
|
|||||
Deferred income tax (benefit) expense
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Payments in excess of expense for retirement plans
|
|
—
|
|
|
(5.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(5.4
|
)
|
|||||
Share-based compensation expense
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|||||
Equity in earnings of subsidiaries
|
|
(56.2
|
)
|
|
(88.6
|
)
|
|
—
|
|
|
144.8
|
|
|
—
|
|
|||||
Loss from equity method investment
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||||
Changes in working capital pertaining to continuing operating activities (net of acquisitions):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
|
—
|
|
|
(23.6
|
)
|
|
6.5
|
|
|
—
|
|
|
(17.1
|
)
|
|||||
Inventories
|
|
—
|
|
|
14.8
|
|
|
16.1
|
|
|
—
|
|
|
30.9
|
|
|||||
Accounts payable
|
|
(0.6
|
)
|
|
4.2
|
|
|
21.6
|
|
|
—
|
|
|
25.2
|
|
|||||
Accrued liabilities
|
|
—
|
|
|
(6.1
|
)
|
|
(16.7
|
)
|
|
—
|
|
|
(22.8
|
)
|
|||||
Interest payable
|
|
(2.1
|
)
|
|
(7.3
|
)
|
|
11.9
|
|
|
—
|
|
|
2.5
|
|
|||||
Income taxes
|
|
(23.5
|
)
|
|
26.4
|
|
|
(13.0
|
)
|
|
—
|
|
|
(10.1
|
)
|
|||||
Accrual for black lung benefits
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
|
|
(2.4
|
)
|
||||||
Other
|
|
7.1
|
|
|
4.1
|
|
|
(8.3
|
)
|
|
—
|
|
|
2.9
|
|
|||||
Net cash (used in) provided by continuing operating activities
|
|
(42.7
|
)
|
|
21.9
|
|
|
177.5
|
|
|
—
|
|
|
156.7
|
|
|||||
Cash Flows from Continuing Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
(19.8
|
)
|
|
(112.5
|
)
|
|
—
|
|
|
(132.3
|
)
|
|||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(113.3
|
)
|
|
—
|
|
|
(113.3
|
)
|
|||||
Equity method investment in VISA SunCoke Limited
|
|
—
|
|
|
—
|
|
|
(67.7
|
)
|
|
—
|
|
|
(67.7
|
)
|
|||||
Net cash used in continuing investing activities
|
|
—
|
|
|
(19.8
|
)
|
|
(293.5
|
)
|
|
—
|
|
|
(313.3
|
)
|
|||||
Cash Flows from Continuing Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common units of SunCoke
Energy Partners, L.P., net of offering costs |
|
—
|
|
|
—
|
|
|
237.8
|
|
|
—
|
|
|
237.8
|
|
|||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|
150.0
|
|
|||||
Repayment of long-term debt
|
|
—
|
|
|
—
|
|
|
(225.0
|
)
|
|
—
|
|
|
(225.0
|
)
|
|||||
Debt issuance costs
|
|
(1.6
|
)
|
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
|
(6.9
|
)
|
|||||
Proceeds from revolving facility
|
|
—
|
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|
40.0
|
|
|||||
Cash distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
|||||
Shares repurchased
|
|
(10.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|||||
Proceeds from exercise of stock options
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||
Net increase (decrease) in advances from affiliate
|
|
52.7
|
|
|
(5.6
|
)
|
|
(47.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) continuing financing activities
|
|
42.7
|
|
|
(5.6
|
)
|
|
132.6
|
|
|
—
|
|
|
169.7
|
|
|||||
Net (decrease) increase in cash and cash equivalents from continuing operations
|
|
—
|
|
|
(3.5
|
)
|
|
16.6
|
|
|
—
|
|
|
13.1
|
|
Cash Flows from Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from discontinued operations - operating activities
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|||||
Cash flows from discontinued operations - investing activities
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
—
|
|
|
(13.3
|
)
|
|||||
Net decrease in cash and cash equivalents from discontinued operations
|
|
—
|
|
|
(18.7
|
)
|
|
—
|
|
|
—
|
|
|
(18.7
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
—
|
|
|
(22.2
|
)
|
|
16.6
|
|
|
—
|
|
|
(5.6
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
|
—
|
|
|
206.9
|
|
|
32.3
|
|
|
—
|
|
|
239.2
|
|
|||||
Cash and cash equivalents at end of year
|
|
$
|
—
|
|
|
$
|
184.7
|
|
|
$
|
48.9
|
|
|
$
|
—
|
|
|
$
|
233.6
|
|
|
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Combining
and Consolidating Adjustments |
|
Total
|
||||||||||
Cash Flows from Continuing Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
98.8
|
|
|
$
|
148.5
|
|
|
$
|
89.6
|
|
|
$
|
(234.4
|
)
|
|
$
|
102.5
|
|
Adjustments to reconcile net income to net cash (used in) provided by continuing operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations, net of tax
|
|
—
|
|
|
(20.5
|
)
|
|
—
|
|
|
—
|
|
|
(20.5
|
)
|
|||||
Depreciation and amortization expense
|
|
—
|
|
|
22.3
|
|
|
42.7
|
|
|
—
|
|
|
65.0
|
|
|||||
Deferred income tax (benefit) expense
|
|
(1.0
|
)
|
|
(7.9
|
)
|
|
39.3
|
|
|
—
|
|
|
30.4
|
|
|||||
Payments in excess of expense for retirement plans
|
|
—
|
|
|
(9.6
|
)
|
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|||||
Share-based compensation expense
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|||||
Equity in earnings (loss) of subsidiaries
|
|
(138.9
|
)
|
|
(95.5
|
)
|
|
—
|
|
|
234.4
|
|
|
—
|
|
|||||
Changes in working capital pertaining to continuing operating activities (net of acquisitions):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
|
—
|
|
|
(7.8
|
)
|
|
2.1
|
|
|
—
|
|
|
(5.7
|
)
|
|||||
Inventories
|
|
—
|
|
|
35.5
|
|
|
22.3
|
|
|
—
|
|
|
57.8
|
|
|||||
Accounts payable
|
|
0.5
|
|
|
(55.9
|
)
|
|
(13.8
|
)
|
|
—
|
|
|
(69.2
|
)
|
|||||
Accrued liabilities
|
|
—
|
|
|
12.8
|
|
|
(1.8
|
)
|
|
—
|
|
|
11.0
|
|
|||||
Interest payable
|
|
(0.2
|
)
|
|
7.3
|
|
|
(7.3
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Income taxes
|
|
(17.2
|
)
|
|
(1.1
|
)
|
|
0.7
|
|
|
—
|
|
|
(17.6
|
)
|
|||||
Accrual for black lung benefits
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
|
|
1.3
|
|
||||||
Other
|
|
(4.9
|
)
|
|
(17.0
|
)
|
|
14.0
|
|
|
—
|
|
|
(7.9
|
)
|
|||||
Net cash (used in) provided by continuing operating activities
|
|
(56.2
|
)
|
|
12.4
|
|
|
187.8
|
|
|
—
|
|
|
144.0
|
|
|||||
Cash Flows from Continuing Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
(20.9
|
)
|
|
(33.3
|
)
|
|
—
|
|
|
(54.2
|
)
|
|||||
Net cash used in continuing investing activities
|
|
—
|
|
|
(20.9
|
)
|
|
(33.3
|
)
|
|
—
|
|
|
(54.2
|
)
|
|||||
Cash Flows from Continuing Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of long-term debt
|
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||||
Cash distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Shares repurchased
|
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|||||
Proceeds from exercise of stock options
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|||||
Net increase (decrease) in advances from affiliate
|
|
64.2
|
|
|
73.8
|
|
|
(138.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) continuing financing activities
|
|
56.2
|
|
|
73.8
|
|
|
(140.3
|
)
|
|
—
|
|
|
(10.3
|
)
|
|||||
Net increase in cash and cash equivalents from continuing operations
|
|
—
|
|
|
65.3
|
|
|
14.2
|
|
|
—
|
|
|
79.5
|
|
|||||
Cash Flows from Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from discontinued operations - operating activities
|
|
—
|
|
|
62.1
|
|
|
—
|
|
|
—
|
|
|
62.1
|
|
|||||
Cash flows from discontinued operations - investing activities
|
|
—
|
|
|
(29.9
|
)
|
|
—
|
|
|
—
|
|
|
(29.9
|
)
|
|||||
Net increase in cash and cash equivalents from discontinued operations
|
|
—
|
|
|
32.2
|
|
|
—
|
|
|
—
|
|
|
32.2
|
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
97.5
|
|
|
14.2
|
|
|
—
|
|
|
111.7
|
|
|||||
Cash and cash equivalents at beginning of year
|
|
—
|
|
|
109.4
|
|
|
18.1
|
|
|
—
|
|
|
127.5
|
|
|||||
Cash and cash equivalents at end of year
|
|
$
|
—
|
|
|
$
|
206.9
|
|
|
$
|
32.3
|
|
|
$
|
—
|
|
|
$
|
239.2
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
10.5
|
|
Omnibus Agreement, dated January 24, 2013, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners GP LLC and SunCoke Energy, Inc. (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 24, 2013, File No. 001-35243)
|
|||||
|
|
|
|||||
10.5.1
|
|
Amendment No. 1 to Omnibus Agreement, dated as of March 17, 2014, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners GP LLC and SunCoke Energy, Inc. (incorporated by reference herein to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 filed on October 28, 2014, File No. 001-35243)
|
|||||
|
|
|
|||||
10.5.2*
|
|
Amendment No. 2 to Omnibus Agreement, dated as of January 13, 2015, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners GP LLC and SunCoke Energy, Inc. (filed herewith)
|
|||||
|
|
|
|||||
10.6
|
|
SunCoke Energy, Inc. Senior Executive Incentive Plan, amended and restated effective as of January 1, 2014 (incorporated by reference herein to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 28, 2014, File No. 001-35243)
|
|||||
|
|
|
|||||
10.7*
|
|
SunCoke Energy, Inc. Annual Incentive Plan, amended and restated as of December 10, 2014 (filed herewith)
|
|||||
|
|
||||||
10.8
|
|
|
SunCoke Energy, Inc. Long-Term Performance Enhancement Plan, amended and restated effective as of February 22, 2013 (incorporated by reference herein to Exhibit A to the Company’s Notice of Annual Meeting of Stockholders and Definitive Proxy Statement on Schedule 14A, filed on March 28, 2013, File No. 001-35243)
|
||||
|
|
|
|||||
10.8.1*
|
|
|
Form of Stock Option Agreement under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan by and between SunCoke Energy, Inc. and employees of SunCoke Energy, Inc. or one of its Affiliates (filed herewith)
|
||||
|
|
|
|
||||
10.8.2*
|
|
|
Form of Restricted Share Unit Agreement under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan by and between SunCoke Energy, Inc. and employees of SunCoke Energy, Inc. or one of its Affiliates (filed herewith)
|
||||
|
|
|
|
||||
10.8.3*
|
|
|
Form of Performance Share Unit Agreement under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan by and between SunCoke Energy, Inc. and employees of SunCoke Energy, Inc. or one of its Affiliates (filed herewith)
|
||||
|
|
|
|
||||
10.9
|
|
|
SunCoke Energy, Inc. Savings Restoration Plan (incorporated by reference herein to Exhibit 10.1 to the Company’s Form 8-K filed on December 9, 2011, File No. 001-35243)
|
||||
|
|
|
|
||||
10.9.1
|
|
|
Amendment Number One to the SunCoke Energy, Inc. Savings Restoration Plan, effective as of January 1, 2012 (incorporated by reference herein to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed on May 2, 2012, File No. 001-35243)
|
||||
|
|
|
|
||||
10.10
|
|
|
SunCoke Energy, Inc. Special Executive Severance Plan, amended and restated effective as of July 18, 2012 (incorporated by reference herein to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 28, 2014, File No. 001-35243)
|
||||
|
|
|
|||||
10.11
|
|
|
SunCoke Energy, Inc. Executive Involuntary Severance Plan, amended and restated effective as of July 18, 2012 (incorporated by reference herein to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 28, 2014, File No. 001-35243)
|
||||
|
|
|
|||||
10.12
|
|
|
SunCoke Energy, Inc. Retainer Stock Plan for Outside Directors, effective as of June 1, 2011 (incorporated by reference herein to Exhibit 10.36 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed on July 6, 2011, File No. 333-173022)
|
||||
|
|
|
|||||
10.13
|
|
|
SunCoke Energy, Inc. Directors’ Deferred Compensation Plan, effective as of June 1, 2011 (incorporated by reference herein to Exhibit 10.35 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed on July 6, 2011, File No. 333-173022)
|
||||
|
|
|
|||||
10.14
|
|
|
Form of Indemnification Agreement, individually entered into between SunCoke Energy, Inc. and each director of the Company (incorporated by reference herein to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed on November 2, 2012, File No. 001-35243)
|
||||
|
|
|
|||||
10.15
|
|
|
Stock Option Agreement under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan, entered into as of July 21, 2011, by and between SunCoke Energy, Inc. and Frederick A. Henderson (incorporated by reference herein to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 filed on August 3, 2011, File No. 001-35243)
|
||||
|
|
|
10.16
|
|
Amendment to Stock Option Agreements under the SunCoke Energy, Inc. Long-Term Performance Enhancement, entered into as of July 18, 2013, applicable to all Stock Option Awards outstanding as of July 18, 2012 (incorporated by reference herein to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013, File No. 001-35243)
|
|||||
|
|
|
|||||
10.17
|
|
Restricted Share Unit Agreement under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan, entered into as of July 21, 2011, by and between SunCoke Energy, Inc. and Frederick A. Henderson (incorporated by reference herein to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 filed on August 3, 2011, File No. 001-35243)
|
|||||
|
|
|
|||||
10.18
|
|
Amendment to Restricted Share Unit Agreements under the SunCoke Energy, Inc. Long-Term Performance Enhancement, entered into as of July 18, 2013, applicable to all Awards of Restricted Share Units outstanding as of July 18, 2012 (incorporated by reference herein to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013, File No. 001-35243)
|
|||||
|
|
|
|||||
10.19†
|
|
Amended and Restated Coke Supply Agreement, dated as of October 28, 2003, by and between Jewell Coke Company, L.P., ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.18 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed on July 6, 2011, File No. 333-173022)
|
|||||
|
|
|
|||||
10.19.1†
|
|
Amendment No. 1 to Amended and Restated Coke Supply Agreement, dated as of December 5, 2003, by and between Jewell Coke Company, L.P., ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.19 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 3, 2011, File No. 333-173022)
|
|||||
|
|
|
|||||
10.19.2†
|
|
Letter Agreement, dated as of May 7, 2008, between ArcelorMittal USA Inc., Haverhill North Coke Company, Jewell Coke Company, L.P. and ISG Sparrows Point LLC, serving as (1) Amendment No. 2 to the Amended and Restated Coke Supply Agreement, by and between Jewell Coke Company, L.P., ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) and (2) Amendment No. 2 to the Coke Purchase Agreement, by and between Haverhill North Coke Company, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.20 to the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 3, 2011, File No. 333-173022)
|
|||||
|
|
|
|||||
10.19.3†
|
|
Amendment No. 3 to Amended and Restated Coke Supply Agreement, dated as of January 26, 2011, by and between Jewell Coke Company, L.P., ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.21 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 3, 2011, File No. 333-173022)
|
|||||
|
|
|
|||||
10.20†
|
|
Coke Purchase Agreement, dated as of October 28, 2003, by and between Haverhill North Coke Company, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.22 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed on July 6, 2011, File No. 333-173022)
|
|||||
|
|
|
|||||
10.20.1†
|
|
Amendment No. 1 to Coke Purchase Agreement, dated as of December 5, 2003, by and between Haverhill North Coke Company, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.23 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 3, 2011, File No. 333-17302)
|
|||||
|
|
|
|||||
10.20.2†
|
|
Amendment No. 3 to Coke Purchase Agreement, dated as of May 8, 2008, by and between Haverhill North Coke Company, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.25 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 3, 2011, File No. 333-17302)
|
|||||
|
|
|
|||||
10.20.3†
|
|
Amendment No. 4 to Coke Purchase Agreement, dated as of January 26, 2011, by and between Haverhill North Coke Company, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor (f/k/a ISG Indiana Harbor Inc.) (incorporated by reference herein to Exhibit 10.26 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 3, 2011, File No. 333-17302)
|
|||||
|
|
|
|||||
10.21†
|
|
Coke Purchase Agreement, dated as of August 31, 2009, by and between Haverhill North Coke Company and AK Steel Corporation (incorporated by reference herein to Exhibit 10.27 to the Company’s Amendment No. 5 to Registration Statement on Form S-1 filed on July 18, 2011, File No. 333-17302)
|
|||||
|
|
|
|||||
10.22†
|
|
Amended and Restated Coke Purchase Agreement, dated as of February 19, 1998, by and between Indiana Harbor Coke Company, L.P. and ArcelorMittal USA Inc. (f/k/a Inland Steel Company) (incorporated by reference herein to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed on October 30, 2013, File No. 001-35243)
|
|||||
|
|
|
10.22.1†
|
|
Amendment No. 1 to Amended and Restated Coke Purchase Agreement, dated as of November 22, 2000, by and between Indiana Harbor Coke Company, L.P., a subsidiary of the Company, and ArcelorMittal USA Inc. (f/k/a Inland Steel Company) (incorporated by reference herein to Exhibit 10.29 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 3, 2011, File No. 333-17302)
|
|||||
|
|
|
|||||
10.22.2†
|
|
Amendment No. 2 to Amended and Restated Coke Purchase Agreement, dated as of March 31, 2001, by and between Indiana Harbor Coke Company, L.P. and ArcelorMittal USA Inc. (f/k/a Inland Steel Company) (incorporated by reference herein to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed on October 30, 2013, File No. 001-35243)
|
|||||
|
|
|
|||||
10.22.3†
|
|
Supplement to Amended and Restated Coke Purchase Agreement, dated as of February 3, 2011, by and between Indiana Harbor Coke Company, L.P. and ArcelorMittal USA Inc. (f/k/a Inland Steel Company) (incorporated by reference herein to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed on October 30, 2013, File No. 001-35243)
|
|||||
|
|
|
|||||
10.22.4†
|
|
Extension Agreement, dated as of September 5, 2013, by and between Indiana Harbor Coke Company, L.P. and ArcelorMittal USA Inc. (incorporated by reference herein to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed on October 30, 2013, File No. 001-35243)
|
|||||
|
|
|
|||||
10.22.5†
|
|
Supplement to the ArcelorMittal USA LLC and Indiana Harbor Coke Company, L.P. Coke Purchase Agreement Term Sheet and the ArcelorMittal Cleveland LLC, ArcelorMital Indiana Harbor LLC and Jewell Coke Company, L.P. Coke Supply Agreement , dated as of September 10, 2014 (incorporated by reference herein to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 filed on October 28, 2014, File No. 001-35243)
|
|||||
|
|
|
|||||
10.23†
|
|
Coke Sale and Feed Water Processing Agreement, dated as of February 28, 2008, by and between Gateway Energy & Coke Company, LLC and U.S. Steel Corporation (incorporated by reference herein to Exhibit 10.32 to the Company’s Amendment No. 7 to Registration Statement on Form S-1 filed on July 20, 2011, File No. 333-17302)
|
|||||
|
|
|
|||||
10.23.1†
|
|
Amendment No. 1 to Coke Sale and Feed Water Processing Agreement, dated as of November 1, 2010, by and between Gateway Energy & Coke Company, LLC and U.S. Steel Corporation (incorporated by reference herein to Exhibit 10.33 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 3, 2011, File No. 333-17302)
|
|||||
|
|
|
|||||
10.23.2*
|
|
Amendment No. 2 to Coke Sale and Feed Water Processing Agreement, dated as of July 6, 2011, by and between Gateway Energy & Coke Company, LLC and U.S. Steel Corporation (filed herewith)
|
|||||
|
|
|
|||||
10.23.3†*
|
|
Amendment No. 3 to Coke Sale and Feed Water Processing Agreement, dated as of January 12, 2015, by and among Gateway Energy & Coke Company, LLC, Gateway Cogeneration Company LLC and U.S. Steel Corporation (filed herewith)
|
|||||
|
|
|
|||||
10.24†
|
|
Amended and Restated Coke Purchase Agreement, dated as of September 1, 2009, by and between Middletown Coke Company, LLC, a subsidiary of the Company and AK Steel Corporation (incorporated by reference herein to Exhibit 10.34 to the Company’s Amendment No. 5 to Registration Statement on Form S-1 filed on July 18, 2011, File No. 333-17302)
|
|||||
|
|
|
|||||
|
|
|
|||||
12.1*
|
|
Consolidated Ratio of Earnings to Fixed Charges (filed herewith)
|
|||||
|
|
|
|||||
21.1*
|
|
Subsidiaries of the Registrant (filed herewith)
|
|||||
|
|
|
|||||
23.1*
|
|
Consent of Ernst & Young LLP (filed herewith)
|
|||||
|
|
|
|||||
23.2*
|
|
Consent of Marshall Miller & Associates, Inc. (filed herewith)
|
|||||
|
|
|
|||||
24.1*
|
|
Powers of Attorney (filed herewith)
|
|||||
|
|
|
|||||
31.1*
|
|
Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|||||
|
|
|
|
|
|
|
|
31.2*
|
|
Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|||||
32.1*
|
|
Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|||||
|
|
|
|||||
32.2*
|
|
Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|||||
|
|
|
|||||
95.1*
|
|
Mine Safety Disclosure (filed herewith)
|
|
|
|
|||||
101.INS*
|
|
XBRL Instance Document
|
|||||
|
|
|
|||||
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|||||
|
|
|
|||||
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|||||
|
|
|
|||||
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|||||
|
|
|
|||||
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|||||
|
|
|
|||||
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|||||
|
|
|
|
||||
*
|
Provided herewith.
|
||||||
†
|
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been separately filed with the Securities and Exchange Commission.
|
SUNCOKE ENERGY, INC.
|
||
|
||
By:
|
|
/s/ Fay West
|
|
|
Fay West
Senior Vice President and
Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Frederick A. Henderson*
|
|
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
|
Frederick A. Henderson
|
|
|
|
|
|
/s/ Fay West
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
Fay West
|
|
|
|
|
|
/s/ Allison S. Lausas*
|
|
Vice President and Controller
(Principal Accounting Officer)
|
Allison S. Lausas
|
|
|
|
|
|
/s/ Robert J. Darnall*
|
|
Director
|
Robert J. Darnall
|
|
|
|
|
|
/s/ Alvin Bledsoe*
|
|
Director
|
Alvin Bledsoe
|
|
|
|
|
|
/s/ Peter B. Hamilton*
|
|
Director
|
Peter B. Hamilton
|
|
|
|
|
|
/s/ Karen B. Peetz*
|
|
Director
|
Karen B. Peetz
|
|
|
|
|
|
/s/ John W. Rowe*
|
|
Director
|
John W. Rowe
|
|
|
|
|
|
/s/ James E. Sweetnam*
|
|
Director
|
James E. Sweetnam
|
|
|
|
|
|
* Fay West, pursuant to powers of attorney duly executed by the above officers and directors of SunCoke Energy, Inc. and filed with the SEC in Washington, D.C., hereby executes this Annual Report on Form 10-K on behalf of each of the persons named above in the capacity set forth opposite his or her name.
|
||
|
|
|
/s/ Fay West
|
|
February 24, 2015
|
Fay West
|
|
(i)
|
any IPO Unknown Remediation Losses, and
|
(ii)
|
any Gateway Unknown Remediation Losses.
|
(a)
|
tax liabilities arising prior to:
|
Date
|
Description
|
Issuing Agency
|
08-Dec-2008
|
Notice and Finding of Violation Issued to Haverhill North Coke Company
|
United States Environmental Protection Agency
|
15-Apr-2009
|
Notice and Finding of Violation Issued to Haverhill North Coke Company
|
United States Environmental Protection Agency
|
17-Feb-2010
|
Notice and Finding of Violation Issued to Haverhill North Coke Company
|
United States Environmental Protection Agency
|
01-Jul-2010
|
Notice and Finding of Violation No. EPA-5-09-OH-02 Issued to SunCoke Energy, Inc.
|
United States Environmental Protection Agency
|
01-Jul-2010
|
Notice and Finding of Violation No. EPA-5-10-OH-18 Issued to SunCoke Energy, Inc.
|
United States Environmental Protection Agency
|
01-Jul-2010
|
Notice and Finding of Violation No. EPA-5-10-OH-19 Issued to SunCoke Energy, Inc.
|
United States Environmental Protection Agency
|
22-Jul-2010
|
Notice and Finding of Violation Issued to Haverhill North Coke Company
|
United States Environmental Protection Agency
|
08-Aug-2007
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio Environmental Protection Agency Southwest District Office
|
19-Jul-2005
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
07-Nov-2005
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
26-Jan-2007
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
01-Oct-2008
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
19-Aug-2008
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
17-Jul-2009
|
Notice of Violation Issued to Haverhill North Coke Company [Unit No.: P901]
|
Ohio EPA/Portsmouth Local Air Agency
|
17-Jul-2009
|
Notice of Violation Issued to Haverhill North Coke Company
[Unit No.: P902]
|
Ohio EPA/Portsmouth Local Air Agency
|
11-Dec-2009
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
19-Aug-2010
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
31-Mar-2011
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
17-May-2012
|
Notice of Violation Issued to Haverhill North Coke Company
|
Ohio EPA/Portsmouth Local Air Agency
|
Date
|
Description
|
Issuing Agency
|
24-Jan-2012
|
Notice of Violation Issued to SunCoke Energy Middletown Operations
|
Hamilton County (OH) Environmental Services
|
29-Feb-2012
|
Notice of Violation Issued to SunCoke Energy Middletown Operations
|
Southwest Ohio Air Quality Agency
|
Date
|
Description
|
Issuing Agency
|
08-Jul-2010
|
Notice and Finding of Violation Issued to Gateway Energy & Coke Company, LLC
|
United States Environmental Protection Agency
|
1.
|
Coke Purchase Agreement, dated as of October 28, 2003, by and between Haverhill Coke Company LLC, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor Inc. (f/k/a ISG Indiana Harbor Inc.), as amended by:
|
(a)
|
Amendment No. 1 to Coke Purchase Agreement, dated as of December 5, 2003, by and between Haverhill Coke Company LLC, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor Inc. (f/k/a ISG Indiana Harbor Inc.)
|
(b)
|
Letter Agreement, dated as of May 7, 2008, between ArcelorMittal USA Inc., Haverhill Coke Company LLC, Jewell Coke Company, L.P. and ISG Sparrows Point LLC, serving as Amendment No. 2 to the Coke Purchase Agreement, by and between Haverhill Coke Company LLC, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor Inc. (f/k/a ISG Indiana Harbor Inc.)
|
(c)
|
Amendment No. 3 to Coke Purchase Agreement, dated as of May 8, 2008, by and between Haverhill Coke Company LLC, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor Inc. (f/k/a ISG Indiana Harbor Inc.)
|
(d)
|
Amendment No. 4 to Coke Purchase Agreement, dated as of January 26, 2011, by and between Haverhill Coke Company LLC, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor Inc. (f/k/a ISG Indiana Harbor Inc.)
|
(e)
|
Amendment No. 5 to Coke Purchase Agreement, dated as of January 26, 2012, by and between Haverhill Coke Company LLC, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor Inc. (f/k/a ISG Indiana Harbor Inc.)
|
(f)
|
Amendment No. 6 to Coke Purchase Agreement, dated as of March 12, 2012, by and between Haverhill Coke Company LLC, ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland Inc.) and ArcelorMittal Indiana Harbor Inc. (f/k/a ISG Indiana Harbor Inc.)
|
2.
|
Coke Purchase Agreement, dated as of August 31, 2009, by and between Haverhill Coke Company LLC and AK Steel Corporation, as amended by:
|
(a)
|
Amendment No. 1 to Coke Purchase Agreement, dated as of May 8, 2012, by and between Haverhill Coke Company LLC and AK Steel Corporation
|
3.
|
Amended and Restated Coke Purchase Agreement, dated as of September 1, 2009, by and between Middletown Coke Company, LLC and AK Steel Corporation
|
4.
|
Coke Sale and Feed Water Processing Agreement, dated as of February 28, 2008, by and between Gateway Energy & Coke Company, LLC and United States Steel Corporation, as amended by:
|
(a)
|
First Amendment to Coke Sale and Feed Water Processing Agreement, dated as of November 1, 2010, by and between Gateway Energy & Coke Company, LLC and United States Steel Corporation
|
(b)
|
Second Amendment to Coke Sale and Feed Water Processing Agreement, dated as of July 6, 2011, by and between Gateway Energy & Coke Company, LLC and United States Steel Corporation
|
(c)
|
Third Amendment to Coke Sale and Feed Water Processing Agreement, dated as of January 12, 2015, by and between Gateway Energy & Coke Company, LLC, Gateway Cogeneration Company LLC and United States Steel Corporation
|
(e)
|
Vesting Schedule:
Subject to continued employment through the applicable vesting date, the shares subject to the Stock Option shall vest and become exercisable as follows:
|
•
|
33% on ___________________________
|
•
|
33% on ___________________________
|
•
|
Remainder on ______________________
|
(a)
|
if to
SunCoke
:
|
(d)
|
Vesting Periods:
Subject to continued employment through the applicable vesting date, the RSUs shall vest as follows:
|
•
|
33% on ___________________________
|
•
|
33% on ___________________________
|
•
|
Remainder on ______________________
|
(e)
|
Form of Payment:
Stock for RSUs; cash for Dividend Equivalents
|
(a)
|
If to SunCoke:
|
(b)
|
If to the Participant:
To the address for Participant as it appears on SunCoke’s records.
|
ARTICLE I
|
|
(d)
|
Performance Period:
Three-year period ending on December 31, ______
|
(b)
|
If to the Participant:
To the address for Participant as it appears on SunCoke’s records.
|
SunCoke 20___ - to 20___ Performance Share Metrics
|
|||||
|
|
|
|
|
|
|
|
Threshold
|
Target
|
Maximum
|
|
|
Weight
|
0%
|
100%
|
200%
|
|
Average 3-year SXC TSR versus S&P 600
(20___ -to 20___)
|
50%
|
25th Percentile
|
50th Percentile
|
75th Percentile
|
|
|
|
|
|
|
|
3-year average pre-tax return on capital (ROIC)
Coke & Logistics only
|
50%
|
_____%
|
_____%
|
_____%
|
|
Performance between threshold target and maximum will be adjusted proportionately
3-year TSR calculation: (10-day closing average minus10-day opening average)/ 10-day opening average
|
4.
|
Miscellaneous
.
|
4.2
|
Governing Law
. This Second Amendment shall be construed in accordance with and governed by, the laws of the Commonwealth of Pem1sylvania without regard to its conflicts of law provisions, and the rights and remedies of the Parties hereunder will be determined in accordance with such laws.
|
4.3
|
Captions.
The captions and headings in this Second Amendment are for convenience of reference purposes only and have no legal force or effect. Such captions and headings shall not be considered a part of this Second Amendment for purposes of interpreting, constming or applying this Second Amendment and will not define, limit, extend, explain or describe the scope or extent of this Second Amendment or any of its terms and conditions.
|
(b)
|
Section 3.1(c)(ii)(F) (“
Coke Price; O&M Component
”):
|
(e)
|
Section 3.4 (“
Taxes
”):
|
(k)
|
Section 3.6(f) (“
Terms of Payment/Invoicing; Overcharged Amounts”
):
|
(l)
|
Section 3.6(h) (“
Invoice Format
”):
|
(m)
|
The first sentence of Section 3.8(a) (“
Audit Rights; Books and Records
”):
|
(n)
|
Section 3.8(b) (“
Audit Rights; Notice
”):
|
(o)
|
Section 3.8(c) (“
Audit Rights; Provider Cooperation
”):
|
(p)
|
Section 5.4(iv) (“
Conforming Steam”)
:
|
(q)
|
Section 8.1 (“
Government Mandated Additional Expenditures
”):
|
(c)
|
Section 8.2 (“
Government Mandated Additional Expenses
”):
|
(d)
|
Section 8.3 (“
Government Mandated Additional Capital Expenditures
”):
|
(e)
|
Section 9.1 (“
Provider Force Majeure Event(s)
”):
|
(c)
|
Section 10.3 (“
Pursuit of Remedies
”):
|
(k)
|
Section 13.8 (“
Interpretation
”):
|
(l)
|
Section 13.11 (“
Independent Contractor
”):
|
(m)
|
Section 13.13 (“
Assignability
”):
|
Company Name
:
|
Registration
|
Mine or Operating Name/MSHA Identification Number
|
Section 104 S&S Citations (#)(2)
|
Section 104(b) Orders (#)(3)
|
Section 104(d) Citations and Orders (#)(4)
|
Section 110(b)(2) Violations (#)(5)
|
Section 107(a) Orders (#)(6)
|
Total Dollar Value of MSHA Assessments Proposed ($)(7)
|
Total Number of Mining Related Fatalities (#)
|
Received Notice of Pattern of Violations Under Section 104(e) (yes/no)(8)
|
Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)(9)
|
Legal Actions Pending as of Last Day of Period (#)(10)(11)
|
Legal Actions Initiated During Period (#)(12)
|
Legal Actions Resolved During Period (#)(13)
|
|||
4406499/Dominion 7
|
22
|
0
|
0
|
0
|
0
|
$
|
44,472
|
|
0
|
no
|
no
|
52
|
34
|
58
|
|
4406718/Dominion 26
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|
0
|
no
|
no
|
5
|
2
|
9
|
|
4406748/Dominion 30
|
26
|
0
|
0
|
0
|
0
|
$
|
86,959
|
|
1
|
no
|
no
|
93
|
39
|
122
|
|
4406839/Dominion 34
|
17
|
0
|
0
|
0
|
0
|
$
|
21,725
|
|
0
|
no
|
no
|
2
|
9
|
21
|
|
4406759/Dominion 36
|
49
|
0
|
0
|
0
|
0
|
$
|
318,689
|
|
0
|
no
|
no
|
175
|
84
|
235
|
|
4407220/Dominion 44
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|
0
|
no
|
no
|
39
|
19
|
96
|
|
4400649/Preparation Plant 2
|
18
|
0
|
0
|
0
|
0
|
$
|
13,575
|
|
0
|
no
|
no
|
n/a
|
n/a
|
n/a
|
|
4406716/Central Shop
|
0
|
0
|
0
|
0
|
0
|
$
|
100
|
|
0
|
no
|
no
|
n/a
|
n/a
|
n/a
|
|
4407058/Heavy Equip Shop
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|
0
|
no
|
no
|
n/a
|
n/a
|
n/a
|
|
4407239/Flat Rock
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|
0
|
no
|
no
|
n/a
|
n/a
|
n/a
|
|
4407142/Flat Rock Pre Plant
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|
0
|
no
|
no
|
n/a
|
n/a
|
n/a
|
|
4404296/Gardner
|
0
|
0
|
0
|
0
|
0
|
$
|
100
|
|
0
|
no
|
no
|
n/a
|
n/a
|
n/a
|
|
4406860/Raven
|
0
|
0
|
0
|
0
|
0
|
$
|
100
|
|
0
|
no
|
no
|
n/a
|
n/a
|
n/a
|
|
Total
|
132
|
0
|
0
|
0
|
0
|
$
|
485,720
|
|
1
|
0
|
0
|
366
|
187
|
541
|
(1)
|
The table does not include the following: (i) facilities which have been idle or closed unless they received a citation or order issued by MSHA, (ii) permitted mining sites where we have not begun operations or (iii) mines that are operated on our behalf by contractors who hold the MSHA numbers and have the MSHA liabilities.
|
(2)
|
Alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard.
|
(3)
|
Alleged failures to totally abate a citation within the period of time specified in the citation.
|
(4)
|
Alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mining safety standard or regulation.
|
(5)
|
Alleged flagrant violations issued.
|
(6)
|
Alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.
|
(7)
|
Amounts shown include assessments proposed during the quarter ended December 31, 2014 and do not necessarily relate to the citations or orders reflected in this table. Assessments for citations or orders reflected in this table may be proposed by MSHA after December 31, 2014.
|
(8)
|
Alleged pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards.
|
(9)
|
Alleged potential to have a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards.
|
(10)
|
This number reflects legal proceedings which remain pending before the Federal Mine Safety and Health Review Commission (the “FMSHRC”) as of December 31, 2014. The pending legal actions may relate to the citations or orders issued by MSHA during the reporting period or to citations or orders issued in prior periods. The FMSHRC has jurisdiction to hear not only challenges to citations, orders, and penalties but also certain complaints by miners. The number of “pending legal actions” reported here reflects the number of contested citations, orders, penalties or complaints which remain pending as of December 31, 2014.
|
(11)
|
The legal proceedings which remain pending before the FMSHRC as of December 31, 2014 are categorized as follows in accordance with the categories established in the Procedural Rules of the FMSHRC:
|
Mine or Operating Name/MSHA Identification Number
|
Contests of Citations and Orders (#)
|
Contests of Proposed Penalties (#)
|
Complaints for Compensation (#)
|
Complaints for Discharge, Discrimination or Interference Under Section 105 (#)
|
Applications for Temporary Relief (#)
|
Appeals of Judges’ Decisions or Orders (#)
|
4406499/Dominion 7
|
0
|
40
|
0
|
1
|
0
|
0
|
4406718/Dominion 26
|
0
|
2
|
0
|
0
|
0
|
0
|
4406748/Dominion 30
|
0
|
63
|
0
|
0
|
0
|
0
|
4406839/Dominion 34
|
0
|
9
|
0
|
0
|
0
|
0
|
4406759/Dominion 36
|
0
|
84
|
0
|
0
|
0
|
0
|
4407220/Dominion 44
|
0
|
17
|
0
|
0
|
0
|
0
|
4400649/Preparation Plant 2
|
n/a
|
n/a
|
0
|
0
|
0
|
0
|
4406716/Central Shop
|
n/a
|
n/a
|
0
|
0
|
0
|
0
|
4407058/Heavy Equip Shop
|
n/a
|
n/a
|
0
|
0
|
0
|
0
|
4407239/Flat Rock
|
n/a
|
n/a
|
0
|
0
|
0
|
0
|
4407142/Flat Rock Pre Plant
|
n/a
|
n/a
|
0
|
0
|
0
|
0
|
4404296/Gardner
|
n/a
|
n/a
|
0
|
0
|
0
|
0
|
4406860/Raven
|
n/a
|
n/a
|
0
|
0
|
0
|
0
|
Total
|
0
|
215
|
0
|
1
|
0
|
0
|
(12)
|
This number reflects legal proceedings initiated before the FMSHRC during the year ended December 31, 2014. The number of “initiated legal actions” reported here may not have remained pending as of December 31, 2014.
|
(13)
|
This number reflects legal proceedings before the FMSHRC that were resolved during the year ended December 31, 2014.
|