8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 20, 2017

SUNCOKE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35243	90-0640593
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1011 Warrenville Road, Suite 600
Lisle, Illinois		60532
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (630) 824-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On April 20, 2017, SunCoke Energy, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2017. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

As noted above, on April 20, 2017, the Company issued a press release announcing its financial results for the first quarter of 2017. Additional information concerning the Company’s financial results for the first quarter of 2017 will be presented in a slide presentation to investors during a previously announced teleconference on April 20, 2017. A copy of the slide presentation is attached as Exhibit 99.2 and is incorporated herein by reference.

The information in this report, being furnished pursuant to Items 2.02, 7.01 and 9.01 of Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Safe Harbor Statement

Statements contained in the exhibit to this report that state the Company’s or management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	SunCoke Energy, Inc. Press Release, announcing earnings (April 20, 2017).
99.2	SunCoke Energy, Inc. Slide Presentation regarding earnings (April 20, 2017).

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNCOKE ENERGY, INC.
By:	/s/ Fay West
	Fay West
	Senior Vice President and Chief Financial Officer

Date: April 20, 2017

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	SunCoke Energy, Inc. Press Release, announcing earnings (April 20, 2017).
99.2	SunCoke Energy, Inc. Slide Presentation regarding earnings (April 20, 2017).

EX-99.1

Exhibit 99.1

Investors and Media:

Kyle Bland: 630-824-1907

SUNCOKE ENERGY, INC. ANNOUNCES STRONG FIRST QUARTER 2017 RESULTS;

DISCUSSIONS ON PROPOSED SIMPLIFICATION TRANSACTION TERMINATED

• Net income attributable to SXC was up $5.1 million to $1.0 million, or $0.02 per share, in the current period compared to a loss of $4.1 million, or $0.06 per share, in the prior year period

• Adjusted EBITDA for the quarter was $55.6 million, up $11.8 million versus the prior year period

• Reaffirm full-year 2017 Consolidated Adjusted EBITDA guidance of $220 million to $235 million

• Discussions with the SXCP Conflicts Committee regarding the proposed Simplification Transaction were terminated with no agreement reached

LISLE, Ill. (April 20, 2017) - SunCoke Energy, Inc. (NYSE: SXC) today reported results for the first quarter 2017, which reflect significant year-over-year improvement driven primarily by higher logistics volumes and lower corporate costs.

“We are pleased with our first quarter performance, and this fast start has positioned us to deliver upon our financial guidance in 2017,” said Fritz Henderson, Chairman, President and Chief Executive Officer of SunCoke Energy, Inc.

The Company also announced the termination of discussions with the Conflicts Committee of the Board of Directors of SunCoke Energy Partners, L.P. regarding the proposed Simplification Transaction, announced on October 31, 2016. The Conflicts Committee and its independent advisors reviewed the proposal made by SXC and had several discussions with the Company over the last few months regarding the potential transaction. At this time, the parties have determined that they will not be able to reach an agreement and have therefore terminated discussions regarding the Simplification Transaction.

“While we continue to believe strongly in the merits of a simplified structure, we were focused on taking a disciplined approach and ultimately it became clear we would not reach an agreement with the Conflicts Committee on a value, through the exchange ratio, for the unaffiliated LP units,” said Henderson. “Going forward, we still see real opportunity for SunCoke as we remain well-positioned to leverage our strong competitive advantages in cokemaking and logistics. We remain focused on executing on our strategic initiatives to drive operational excellence and optimize our asset base as we seek to capitalize on the continued improvement in the steel and coal markets.”

1

FIRST QUARTER CONSOLIDATED RESULTS

	Three Months Ended March 31,
(Dollars in millions)	2017		2016			Increase/ (Decrease)
Revenues	$	309.7	$	311.1		$	(1.4	)
Adjusted EBITDA(1)	$	55.6	$	43.8		$	11.8
Net income (loss) attributable to SXC	$	1.0	$	(4.1	)	$	5.1

(1) See definition of Adjusted EBITDA and reconciliation elsewhere in this release.

Revenues during the first quarter of 2017 declined $1.4 million compared to the same prior year period, reflecting lower sales volumes in our Domestic Coke segment, mostly offset by higher sales volumes in our Coal Logistics segment.

Adjusted EBITDA during the first quarter of 2017 increased $11.8 million to $55.6 million, primarily due to higher sales volumes in our Coal Logistics segment as compared the same prior year period, as well as lower corporate costs and the benefit of the divestiture of our coal mining business. These improvements were partially offset by lower Adjusted EBITDA in our Domestic Coke segment, driven primarily by the impact of oven rebuilds at our Indiana Harbor facility in the quarter.

Net income attributable to SXC was up $5.1 million to $1.0 million, or $0.02 per share, which included the operating impacts discussed above, partially offset by the absence of $20.4 million of debt extinguishment gains recorded in the prior year period, net of a $10.7 million non-cash impairment charge associated with the divestiture of our Coal Mining business in the first quarter 2016.

FIRST QUARTER SEGMENT RESULTS

Domestic Coke

Domestic Coke consists of cokemaking facilities and heat recovery operations at our Jewell, Indiana Harbor, Haverhill, Granite City and Middletown plants.

	Three Months Ended March 31,
(Dollars in millions, except per ton amounts)	2017		2016		Increase/ (Decrease)
Revenues	$	278.7	$	289.0	$	(10.3	)
Adjusted EBITDA(1)	$	49.7	$	54.3	$	(4.6	)
Sales volumes (thousands of tons)		946		1,000		(54	)
Adjusted EBITDA per ton(2)	$	52.54	$	54.30	$	(1.76	)

(1) See definition of Adjusted EBITDA and reconciliation elsewhere in this release.

(2) Reflects Domestic Coke Adjusted EBITDA divided by Domestic Coke sales volumes.

• Revenues decreased $10.3 million, reflecting a decrease in sales volume of 54 thousand tons, primarily due to lower production at Indiana Harbor associated with oven rebuilds as well as lower sales to AK Steel at Haverhill, for which AK Steel made make-whole payments.

• Adjusted EBITDA decreased $4.6 million, reflecting lower coke sales volumes and $2.3 million of higher operating and maintenance spending driven by oven rebuilds at Indiana Harbor in the quarter. The remaining coke facilities were consistent with prior year performance, with $2.4 million of favorable contracted coal prices at our Jewell facility offset by unfavorable coal cost recovery and Middletown’s return to a normalized run-rate performance after a record year in 2016.

2

Coal Logistics

Coal Logistics consists of the coal handling and mixing services operated by SXCP at Convent Marine Terminal (“CMT”) located on the Mississippi river in Louisiana, Lake Terminal in East Chicago, Indiana and Kanawha River Terminals, LLC (“KRT”), which has terminals along the Ohio and Kanawha rivers in West Virginia. Additionally, Dismal River Terminal (“DRT”), located in Virginia adjacent to our Jewell Cokemaking facility, is operated by SXC. DRT was formed to accommodate Jewell in its direct procurement of third-party coal, beginning in 2016.

	Three Months Ended March 31,
(Dollars in millions, except per ton amounts)	2017		2016		Increase/ (Decrease)
Revenues	$	20.2	$	13.0	$	7.2
Intersegment sales	$	5.1	$	5.2	$	(0.1	)
Adjusted EBITDA(1)	$	13.1	$	5.9	$	7.2
Tons handled (thousands of tons)(2)		5,719		4,315		1,404
CMT take-or-pay shortfall tons (thousands of tons)(3)		544		1,638		(1,094	)

(1) See definition of Adjusted EBITDA and reconciliation elsewhere in this release.

(2) Reflects inbound tons handled during the period.

(3) Reflects tons billed under take-or-pay contracts where services have not yet been performed.

• Revenues and Adjusted EBITDA were up both up $7.2 million, driven by higher sales volumes at our CMT and KRT terminals in the current year period.

Brazil Coke

Brazil Coke consists of a cokemaking facility in Vitória, Brazil, which we operate for an affiliate of ArcelorMittal. In the fourth quarter of 2016, ArcelorMittal Brazil redeemed SunCoke’s indirectly held preferred and common equity interest in Sol Coqueria Tubarão S.A. (“Brazil Investment”) for consideration of $41.0 million, half of which was received in the fourth quarter 2016 and the other half of which was received in the first quarter 2017.

• Adjusted EBITDA increased $2.1 million to $4.4 million, driven primarily by incremental technology and licensing fees related to the addition of certain patents to our existing intellectual property licensing agreement in the fourth quarter of 2016.

Corporate and Other

Corporate and other expenses, which include costs related to our legacy coal mining business, were $11.6 million in first quarter 2017, an improvement of $7.1 million versus first quarter 2016. The improvement includes a $2.8 million year-over-year benefit associated with the divestiture of our coal mining business completed in April 2016. The remaining improvement was driven by the absence of costs to resolve certain legal matters incurred in the prior year period, as well as favorable mark-to-market adjustments in deferred compensation caused by changes in the Company’s share price and the Partnership’s unit price, partially offset by $1.5 million of costs in connection with the Simplification Transaction in the current year period.

3

2017 OUTLOOK

Our 2017 guidance is as follows:

• Domestic coke production is expected to be approximately 3.9 million tons

• Consolidated Adjusted EBITDA is expected to be between $220 million and $235 million

• Adjusted EBITDA attributable to SXC is expected to be between $130 million and $141 million, reflecting the impact of public ownership in SXCP

• Capital expenditures are projected to be approximately $80 million

• Cash generated by operations is estimated to be between $140 million and $155 million

• Cash taxes are projected to be between $8 million and $15 million

RELATED COMMUNICATIONS

We will host our quarterly earnings call at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) today. The conference call will be webcast live and archived for replay in the Investors section of www.suncoke.com. Investors may participate in this call by dialing 1-877-201-0168 in the U.S. or 1-647-788-4901 if outside the U.S., confirmation code 3347802.

SUNCOKE ENERGY, INC.

SunCoke Energy, Inc. (NYSE: SXC) supplies high-quality coke to the integrated steel industry under long-term, take-or-pay contracts that pass through commodity and certain operating costs to customers. We utilize an innovative heat-recovery cokemaking technology that captures excess heat for steam or electrical power generation. We are the sponsor of SunCoke Energy Partners, L.P. (“Partnership”) (NYSE: SXCP), a publicly traded master limited partnership. At March 31, 2017, we owned the general partner of the Partnership, which consists of a 2.0 percent ownership interest and incentive distribution rights, and owned a 53.9 percent limited partner interest in the Partnership. Our cokemaking facilities are located in Illinois, Indiana, Ohio, Virginia, Brazil and India. To learn more about SunCoke Energy, Inc., visit our website at www.suncoke.com.

DEFINITIONS

• Adjusted EBITDA represents earnings before interest, (gain) loss on extinguishment of debt, taxes, depreciation and amortization (“EBITDA”), adjusted for impairments, coal rationalization costs, changes to our contingent consideration liability related to our acquisition of CMT and the expiration of certain acquired contractual obligations. EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or operating income under GAAP and may not be comparable to other similarly titled measures in other businesses. Management believes Adjusted EBITDA is an important measure of the operating performance and liquidity of the Company’s net assets and its ability to incur and service debt, fund capital expenditures and make distributions. Adjusted EBITDA provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on GAAP measures and because it eliminates items that have less bearing on our operating performance and liquidity. EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, and they should not be considered a substitute for net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP.

• Adjusted EBITDA attributable to SXC represents Adjusted EBITDA less Adjusted EBITDA attributable to noncontrolling interests.

• Simplification Transaction the Company’s proposal, made on October 31, 2016, to acquire all of the Partnership’s common units not already owned by the Company.

4

FORWARD-LOOKING STATEMENTS

Some of the statements included in this press release constitute “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements include all statements that are not historical facts and may be identified by the use of such words as “believe,” “expect,” “plan,” “project,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “will,” “should” or the negative of these terms or similar expressions. Forward-looking statements are inherently uncertain and involve significant known and unknown risks and uncertainties (many of which are beyond the control of SXC) that could cause actual results to differ materially.

Such risks and uncertainties include, but are not limited to domestic and international economic, political, business, operational, competitive, regulatory and/or market factors affecting SXC, as well as uncertainties related to: pending or future litigation, legislation or regulatory actions; liability for remedial actions or assessments under existing or future environmental regulations; gains and losses related to acquisition, disposition or impairment of assets; recapitalizations; access to, and costs of, capital; the effects of changes in accounting rules applicable to SXC; and changes in tax, environmental and other laws and regulations applicable to SXC’s businesses.

Forward-looking statements are not guarantees of future performance, but are based upon the current knowledge, beliefs and expectations of SXC management, and upon assumptions by SXC concerning future conditions, any or all of which ultimately may prove to be inaccurate. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. SXC does not intend, and expressly disclaims any obligation, to update or alter its forward-looking statements (or associated cautionary language), whether as a result of new information, future events or otherwise after the date of this press release except as required by applicable law.

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, SXC has included in its filings with the Securities and Exchange Commission cautionary language identifying important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by SXC. For information concerning these factors, see SXC’s Securities and Exchange Commission filings such as its annual and quarterly reports and current reports on Form 8-K, copies of which are available free of charge on SXC’s website at www.suncoke.com. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. Unpredictable or unknown factors not discussed in this release also could have material adverse effects on forward-looking statements.

###

5

SunCoke Energy, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
	2017			2016
	(Dollars and shares in millions, except per share amounts)
Revenues
Sales and other operating revenue	$	309.7		$	311.1
Costs and operating expenses
Cost of products sold and operating expenses		234.4			239.0
Selling, general and administrative expenses		19.7			23.7
Depreciation and amortization expense		33.3			28.2
Asset impairment		—			10.7
Total costs and operating expenses		287.4			301.6
Operating income		22.3			9.5
Interest expense, net		13.7			14.0
Loss (gain) on extinguishment of debt		0.1			(20.4	)
Income before income tax expense		8.5			15.9
Income tax expense(1)		66.2			3.3
Net (loss) income		(57.7	)		12.6
Less: Net (loss) income attributable to noncontrolling interests(1)		(58.7	)		16.7
Net income (loss) attributable to SunCoke Energy, Inc.	$	1.0		$	(4.1	)
Earnings (loss) attributable to SunCoke Energy, Inc. per common share:
Basic	$	0.02		$	(0.06	)
Diluted	$	0.02		$	(0.06	)
Weighted average number of common shares outstanding:
Basic		64.3			64.1
Diluted		65.1			64.1

(1) In January 2017, the Internal Revenue Service (“IRS”) announced its decision to exclude cokemaking as a qualifying income generating activity in its final regulations (the “Final Regulations”) issued under section 7704(d)(1)(E) of the Internal Revenue Code relating to the qualifying income exception for publicly traded partnerships. However, the Final Regulations include a 10-year transition period for activities that were reasonably interpreted to be qualifying income and carried on by publicly traded partnerships prior to the Final Regulations. The Partnership previously received a will-level opinion from its counsel, Vinson & Elkins LLP, that the Partnership’s cokemaking operations generated qualifying income prior to the Final Regulations. Therefore, the Partnership believes it had a reasonable basis to conclude its cokemaking operations were considered qualifying income before the issuance of the new regulations and as such expects to maintain its treatment as a partnership through the 10-year transition period. After the 10-year transition period, cokemaking entities in the Partnership will become taxable as corporations.

As a result of the Final Regulations, the Partnership recorded deferred income tax expense of $148.6 million for the three months ended March 31, 2017, primarily related to differences in the book and tax basis of fixed assets, which are expected to exist at the end of the 10-year transition period when the cokemaking operations become taxable. As the Company consolidates the Partnership, this entire deferred tax expense was recognized during the first quarter of 2017. However, the Company had already recorded $84.4 million of the deferred tax liability in its financial statements related to the Company’s share of the deferred tax liability for the book and tax differences in its investment in the Partnership. Therefore, the net impact to the Company’s deferred tax expense was $64.2 million during the three months ended March 31, 2017. This incremental tax impact is solely attributable to Partnership’s public unitholders. As such, an equal reduction to noncontrolling interest was recorded. As a result, the Final Regulations have no impact to net income attributable to the Company.

6

SunCoke Energy, Inc.

Consolidated Balance Sheets

	March 31, 2017			December 31, 2016
	(Unaudited)
	(Dollars in millions, except par value amounts)
Assets
Cash and cash equivalents	$	157.2		$	134.0
Receivables		62.2			60.7
Receivable from redemption of Brazilian investment		—			20.5
Inventories		111.1			92.5
Income tax receivable		5.7			4.6
Other current assets		7.8			3.8
Total current assets		344.0			316.1
Properties, plants and equipment (net of accumulated depreciation of $649.1 and $625.9 million at March 31, 2017 and December 31, 2016, respectively)		1,523.3			1,542.6
Goodwill		76.9			76.9
Other intangible assets, net		176.2			179.0
Deferred charges and other assets		5.3			6.3
Total assets	$	2,125.7		$	2,120.9
Liabilities and Equity
Accounts payable	$	123.6		$	98.6
Accrued liabilities		40.9			49.8
Deferred revenue		5.6			2.5
Current portion of long-term debt and financing obligation		6.1			4.9
Interest payable		6.7			16.2
Total current liabilities		182.9			172.0
Long-term debt and financing obligation		847.0			849.2
Accrual for black lung benefits		45.8			45.4
Retirement benefit liabilities		28.3			29.0
Deferred income taxes		418.1			352.5
Asset retirement obligations		13.9			13.9
Other deferred credits and liabilities		18.5			19.0
Total liabilities		1,554.5			1,481.0
Equity
Preferred stock, $0.01 par value. Authorized 50,000,000 shares; no issued shares at March 31, 2017 and December 31, 2016		—			—
Common stock, $0.01 par value. Authorized 300,000,000 shares; issued 71,796,912 and 71,707,304 shares at March 31, 2017 and December 31, 2016, respectively		0.7			0.7
Treasury stock, 7,477,657 shares at March 31, 2017 and December 31, 2016, respectively		(140.7	)		(140.7	)
Additional paid-in capital		493.6			492.1
Accumulated other comprehensive loss		(18.9	)		(19.0	)
Retained deficit		(21.3	)		(22.0	)
Total SunCoke Energy, Inc. stockholders’ equity		313.4			311.1
Noncontrolling interests		257.8			328.8
Total equity		571.2			639.9
Total liabilities and equity	$	2,125.7		$	2,120.9

7

SunCoke Energy, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2017			2016
	(Dollars in millions)
Cash Flows from Operating Activities:
Net (loss) income	$	(57.7	)	$	12.6
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Asset impairment		—			10.7
Depreciation and amortization expense		33.3			28.2
Deferred income tax expense		65.8			3.2
Payments in excess of expense for postretirement plan benefits		(0.7	)		(0.6	)
Share-based compensation expense		1.6			1.7
Loss (gain) on extinguishment of debt		0.1			(20.4	)
Changes in working capital pertaining to operating activities (net of the effects of held for sale working capital):
Receivables		(1.5	)		(7.0	)
Inventories		(18.6	)		14.2
Accounts payable		26.4			(5.8	)
Accrued liabilities		(8.9	)		0.2
Deferred revenue		3.1			9.2
Interest payable		(9.5	)		(11.6	)
Income taxes		(1.1	)		(0.6	)
Other		(2.8	)		(4.6	)
Net cash provided by operating activities		29.5			29.4
Cash Flows from Investing Activities:
Capital expenditures		(12.7	)		(13.8	)
Decrease in restricted cash		0.1			7.9
Return of Brazilian investment		20.5			—
Other investing activities		—			0.6
Net cash provided by (used in) investing activities		7.9			(5.3	)
Cash Flows from Financing Activities:
Repayment of long-term debt		(0.3	)		(32.9	)
Repayment of financing obligation		(0.6	)		—
Proceeds from revolving credit facility		10.0			20.0
Repayment of revolving credit facility		(10.0	)		(20.0	)
Debt issuance costs		(0.6	)		—
Cash distribution to noncontrolling interests		(12.4	)		(12.3	)
Other financing activities		(0.3	)		(0.5	)
Net cash used in financing activities		(14.2	)		(45.7	)
Net increase (decrease) in cash and cash equivalents		23.2			(21.6	)
Cash and cash equivalents at beginning of period		134.0			123.4
Cash and cash equivalents at end of period	$	157.2		$	101.8
Supplemental Disclosure of Cash Flow Information
Interest paid	$	22.6		$	26.4
Income taxes paid, net of refunds of $0.1 million in 2017 and no refunds in 2016	$	1.5		$	0.8

8

SunCoke Energy, Inc.

Segment Financial and Operating Data

The following tables set forth financial and operating data for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017			2016
	(Dollars in millions, except per ton amounts)
Sales and other operating revenues:
Domestic Coke	$	278.7		$	289.0
Brazil Coke		10.8			7.7
Coal Logistics		20.2			13.0
Coal Logistics intersegment sales		5.1			5.2
Corporate and Other(1)		—			1.4
Corporate and Other intersegment sales(1)		—			21.3
Elimination of intersegment sales		(5.1	)		(26.5	)
Total sales and other operating revenue	$	309.7		$	311.1
Adjusted EBITDA(2):
Domestic Coke	$	49.7		$	54.3
Brazil Coke		4.4			2.3
Coal Logistics		13.1			5.9
Corporate and Other(3)		(11.6	)		(18.7	)
Total Adjusted EBITDA	$	55.6		$	43.8
Coke Operating Data:
Domestic Coke capacity utilization (%)		91			94
Domestic Coke production volumes (thousands of tons)		948			991
Domestic Coke sales volumes (thousands of tons)		946			1,000
Domestic Coke Adjusted EBITDA per ton(4)	$	52.54		$	54.30
Brazilian Coke production—operated facility (thousands of tons)		435			415
Coal Logistics Operating Data:
Tons handled (thousands of tons)(5)		5,719			4,315
CMT take-or-pay shortfall tons (thousands of tons)(6)		544			1,638

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

(2) See definition of Adjusted EBITDA and reconciliation to GAAP elsewhere in this release.

(3) Corporate and Other includes the activity from our legacy coal mining business which, incurred Adjusted EBITDA losses of $3.5 million and $6.3 million during the three months ended March 31, 2017 and 2016, respectively.

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

(5) Reflects inbound tons handled during the period.

(6) Reflects tons billed under take-or-pay contracts where services have not yet been performed.

9

SunCoke Energy, Inc.

Reconciliations of Non-GAAP Information

Net Cash Provided by Operating Activities to Net (Loss) Income and Adjusted EBITDA

	Three Months Ended March 31,
	2017			2016(1)
	(Dollars in millions)
Net cash provided by operating activities	$	29.5		$	29.4
Subtract:
Asset impairment		—			10.7
Depreciation and amortization expense		33.3			28.2
Deferred income tax expense		65.8			3.2
Loss (gain) on extinguishment of debt		0.1			(20.4	)
Changes in working capital and other		(12.0	)		(4.9	)
Net (loss) income	$	(57.7	)	$	12.6
Add:
Coal rationalization income, net(2)		—			(0.9	)
Depreciation and amortization expense		33.3			28.2
Interest expense, net		13.7			14.0
Loss (gain) on extinguishment of debt		0.1			(20.4	)
Income tax expense		66.2			3.3
Asset impairment		—			10.7
Contingent consideration adjustments(3)		—			(3.7	)
Adjusted EBITDA	$	55.6		$	43.8
Subtract: Adjusted EBITDA attributable to noncontrolling interest(4)		21.6			20.3
Adjusted EBITDA attributable to SunCoke Energy, Inc.	$	34.0		$	23.5

(1) In response to the SEC’s May 2016 update of its guidance on the appropriate use of non-GAAP financial measures, Adjusted EBITDA no longer includes Coal Logistics deferred revenue until it is recognized as GAAP revenue. As such, Adjusted EBITDA for the three months ended March 31, 2016 has been recast from previously reported results to exclude Coal Logistics’ deferred revenue.

(2) Prior to the divestiture of our coal mining business, the Company incurred coal rationalization (income) costs including employee severance, contract termination costs and other costs to idle mines incurred during the execution of our coal rationalization plan. The first quarter of 2016 includes a gain of $1.5 million on the divestiture of certain coal mining permits and related reclamation obligations.

(3) The Partnership amended its contingent consideration terms with The Cline Group during the first quarter of 2016. These amendments resulted in a gain of $3.7 million recorded during the three months ended March 31, 2016, which was excluded from Adjusted EBITDA.

(4) Reflects noncontrolling interest in Indiana Harbor and the portion of the Partnership owned by public unitholders.

10

SunCoke Energy, Inc

Reconciliation of Non-GAAP Information

Estimated 2017 Consolidated Adjusted EBITDA to Estimated Net Loss

and Net Cash Provided by Operating Activities

	2017
	Low			High
Net cash provided by operating activities	$	140		$	155
Subtract:
Depreciation and amortization expense		131			131
Deferred income tax expense		65			70
Changes in working capital and other		(21	)		(24	)
Net loss	$	(35	)	$	(22	)
Add:
Depreciation and amortization expense		131			131
Interest expense, net		57			54
Income tax expense		67			72
Adjusted EBITDA	$	220		$	235
Subtract:
Adjusted EBITDA attributable to noncontrolling interests(1)		90			94
Adjusted EBITDA attributable to SunCoke Energy, Inc.	$	130		$	141

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

11

EX-99.2

SunCoke Energy, Inc. Q1 2017 Earnings Conference Call April 20, 2017 Exhibit 99.2

Forward-Looking Statements This slide presentation should be reviewed in conjunction with the First Quarter 2017 earnings release of SunCoke Energy, Inc. (SXC) and conference call held on April 20, 2017 at 11:00 a.m. ET. Some of the information included in this presentation constitutes “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this presentation that express opinions, expectations, beliefs, plans, objectives, assumptions or projections with respect to anticipated future performance of SXC or SunCoke Energy Partners, L.P. (SXCP), in contrast with statements of historical facts, are forward-looking statements. Such forward-looking statements are based on management’s beliefs and assumptions and on information currently available. Forward-looking statements include information concerning possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and may be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “will,” “should” or the negative of these terms or similar expressions. Although management believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this presentation are reasonable, no assurance can be given that these plans, intentions or expectations will be achieved when anticipated or at all. Moreover, such statements are subject to a number of assumptions, risks and uncertainties. Many of these risks are beyond the control of SXC and SXCP, and may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Each of SXC and SXCP has included in its filings with the Securities and Exchange Commission cautionary language identifying important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement. For more information concerning these factors, see the Securities and Exchange Commission filings of SXC and SXCP.  All forward-looking statements included in this presentation are expressly qualified in their entirety by such cautionary statements. Although forward-looking statements are based on current beliefs and expectations, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date hereof. SXC and SXCP do not have any intention or obligation to update publicly any forward-looking statement (or its associated cautionary language) whether as a result of new information or future events or after the date of this presentation, except as required by applicable law. This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided in the Appendix at the end of the presentation. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided in the Appendix. SXC Q1 2017 Earnings Call

Simplification Transaction Update While unable to reach agreement on Simplification Transaction, fundamentals of coke and logistics businesses remain sound Unable to agree with Conflicts Committee on appropriate share-for-unit exchange ratio for unaffiliated LP units Received input from SXC shareholders throughout process SXC BoD remained price disciplined Continue to believe in strategic rationale and benefits of consolidated structure for both SXC and SXCP stakeholders – but process has been terminated Remain focused on executing FY 2017 objectives Deliver operational excellence and optimize asset base Execute Indiana Harbor oven rebuild initiative Achieve FY 2017 financial targets and deliver on commitments to shareholders Well positioned to leverage strong competitive advantages to capitalize on sustained coke and logistics industry dynamics Further steel recovery could lead to structural domestic coke shortage Continue to experience improvement in coal logistics as exports remain attractive SXC Q1 2017 Earnings Call

Q1 2017 Highlights Achieved solid safety and operating performance across coke and coal logistics fleet Executing IHO rebuild campaign; continue to experience sustained performance from previously rebuilt ovens Handled record coal export volume at CMT Delivered significantly improved Q1 ‘17 Adj. EBITDA of $55.6M; ended quarter with strong consolidated liquidity of >$325M Remain well positioned to achieve FY 2017 guidance SXC Q1 2017 Earnings Call

Q1 2017 Overview For a definition and reconciliation of Adjusted EBITDA, please see appendix. Coke Adjusted EBITDA includes Domestic Coke and Brazil Coke. Corporate and Other includes the results of our former coal mining business, contributing Adjusted EBITDA losses of $3.5 million and $6.3 million to Corporate and Other during the three months ended March 31, 2017 and 2016, respectively. Q1 ‘17 EPS of $0.02 up vs. Q1 ‘16 due primarily to Operational items described below and lapping of Q1 ‘16 coal impairment charge Partially offset by $20.4M pre-tax gain on debt extinguishment in Q1 ‘16 Consolidated Adj. EBITDA(1) up $11.8M vs. Q1 ‘16 primarily due to Logistics higher by $7.2M, driven primarily by higher CMT volumes Lower corporate costs and benefit of coal mining divestiture Remain on track to deliver FY 2017 Consol. Adj. EBITDA of $220M – $235M SXC Q1 2017 Earnings Call ($/share) ($ in millions) Earnings per Share (diluted) Consolidated Adj. EBITDA(1) Q1 2017 Earnings

Adjusted EBITDA(1) – Q1 ‘16 to Q1 ‘17 Q1 ‘17 performance driven primarily by lower corporate and coal mining expenses and significantly improved logistics volumes For a definition and reconciliation of Adjusted EBITDA, please see appendix. Corporate and Other includes the results of our former coal mining business, contributing Adjusted EBITDA losses of $3.5 million and $6.3 million to Corporate and Other during the three months ended March 31, 2017 and 2016, respectively. (1) (1) $4.4M – Lapping of certain legal costs $2.8M – Lower legacy coal mining expenses SXC Q1 2017 Earnings Call ($3.1M) – Lower volumes ($1.7M) – Higher O&M due primarily to oven rebuilds $6.2M – Higher CMT volumes $2.1M – Brazil Coke improvement, primarily related to higher technology and licensing fees driven by Q4 ‘16 contract change ($ in millions) (2)

Domestic Coke Business Summary Solid Q1 ‘17 cokemaking performance supports FY 2017 outlook Domestic Cokemaking Performance /ton /ton /ton /ton /ton 1,000K 992K 1,000K 964K Sales Tons (Production, Kt) 946K Delivered Adj. EBITDA/ton(1) of ~$53 on 948K tons production Impacts of IHO oven rebuilds (lower volumes and higher O&M) Other facilities largely in line with expectations Continued stability of previously rebuilt ovens at IHO Completed 2016 campaign in Q1 2017 rebuild campaign underway For a definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA per ton, please see appendix. SXC Q1 2017 Earnings Call (1)

Coal Logistics Business Summary Strong Q1 ‘17 performance driven primarily by significant increase in CMT volumes M M M M M (Tons Handled, Kt) Delivered Q1 ‘17 Adj. EBITDA of $13.1M, driven primarily by Strong volumes due to sustained coal market improvement Convent contributed ~$11M to Q1 ‘17 Adjusted EBITDA Highest quarterly volume since August 2015 acquisition Handled 31Kt merchant thermal coal volumes Adj. EBITDA does not include $3.2M deferred revenue for Q1 volume shortfall Coal Logistics Performance $3.8M $4.2M $4.3M $38.2M CMT Adj. EBITDA $10.9M (1) (1) SXC Q1 2017 Earnings Call Adjusted EBITDA includes Coal Logistics when it is recognized as GAAP revenue. For a definition and reconciliation of Adjusted EBITDA, please see appendix. Q4 2016 Adjusted EBITDA includes $31.5M recognition of previously deferred revenue related to take-or-pay shortfalls throughout 2016. (2)

Q1 2017 Liquidity Maintain strong consolidated liquidity of >$325M, including >$200M of SXC standalone liquidity SXC Q1 2017 Earnings Call Q1 distribution of $0.5940/unit Final installment of cash consideration from ArcelorMittal (first $20.5M installment received Q4 ‘16) Consolidated Revolver Availability: $172M (Consolidated) Q1 ‘17 Total Debt $857M Gross Leverage(1) 3.77x Gross leverage for Q1 2017 calculated using midpoint of FY 2017E Consolidated Adjusted EBITDA guidance.

Capital Allocation Priorities Board recently authorized SXCP unit purchase program; represents most attractive return for SXC shareholders Expect SXCP will refinance capital structure in Q2 2017 Purchasing SXCP units in open market represents most attractive opportunity Assets we know and operate Highly accretive risk-adjusted returns (including cash yield and tax synergies) Recently received $50M board authorization to purchase SXCP units Continuing pursuit of small organic projects and tuck-in acquisitions within steel and logistics value chain to extent risk-adjusted returns are attractive Will assess and prioritize capital allocation decisions in most efficient manner for SXC shareholders SXC Q1 2017 Earnings Call

2017 Key Initiatives Drive strong operational & safety performance while optimizing asset utilization Deliver Operations Excellence and Optimize Asset Base Complete 53 oven rebuilds to drive further performance improvements Execute Further Oven Rebuilds at IHO Cokemaking Operations Measure risk-adjusted alternatives to ensure most efficient allocation Deploy Capital in Most Accretive Manner for SXC Shareholders Achieve $220M – $235M Consolidated Adjusted EBITDA guidance Accomplish 2017 Financial Objectives SXC Q1 2017 Earnings Call

Questions

Investor Relations 630-824-1907 www.suncoke.com

Appendix

Definitions Adjusted EBITDA represents earnings before interest, (gain) loss on extinguishment of debt, taxes, depreciation and amortization (“EBITDA”), adjusted for impairments, coal rationalization costs, changes to our contingent consideration liability related to our acquisition of CMT and the expiration of certain acquired contractual obligations, and interest, taxes, depreciation and amortization and impairments attributable to our equity method investment. EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or operating income under GAAP and may not be comparable to other similarly titled measures in other businesses. Management believes Adjusted EBITDA is an important measure of the operating performance and liquidity of the Company's net assets and its ability to incur and service debt, fund capital expenditures and make distributions. Adjusted EBITDA provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on GAAP measures and because it eliminates items that have less bearing on our operating performance and liquidity. EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, and they should not be considered a substitute for net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP. EBITDA represents earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA attributable to SXC/SXCP represents Adjusted EBITDA less Adjusted EBITDA attributable to noncontrolling interests. Adjusted EBITDA/Ton represents Adjusted EBITDA divided by tons sold/handled. Coal Rationalization expense / (income) includes employee severance, contract termination costs and other costs to idle mines incurred during the execution of our coal rationalization plan. Legacy Costs include costs associated with former mining employee-related liabilities net of certain royalty revenues. SXC Q1 2017 Earnings Call

Reconciliation to Adjusted EBITDA This loss included transaction-related costs of $0.4 million as well as an impairment charge of $10.7 million, which reduced the carrying value of the long-lived assets to be disposed of to zero based on the value implied by the terms of the divestiture agreement with Revelation. Partially offsetting these impacts was a $1.5 million gain recognized in connection with the disposal of certain coal mining permits and related reclamation obligations in exchange for a $1.8 million payment made to Revelation in March 2016. This gain was recorded as a reduction to costs of products sold and operating expenses on the Consolidated Statements of Operations. Prior to the divestiture of our coal mining business, the Company incurred coal rationalization costs including employee severance, contract termination costs and other costs to idle mines incurred during the execution of our coal rationalization plan. The Partnership amended its contingent consideration terms with The Cline Group during the first quarter of 2016. These amendments resulted in a gain of $3.7 million recorded during the three months ended March 31, 2016, which was excluded from Adjusted EBITDA. Land deposits were in connection with the Company's potential new cokemaking facility to be constructed in Kentucky. In association with the acquisition of CMT, we assumed certain performance obligations under existing contracts and recorded liabilities related to such obligations. These contractual performance obligation have expired without the customer requiring performance. As such, the Partnership reversed the liabilities as we no longer have any obligations under the contract. Reflects non-controlling interest in Indiana Harbor and the portion of the Partnership owned by public unitholders. SXC Q1 2017 Earnings Call

Reconciliation of Segment Adjusted EBITDA and Adjusted EBITDA per ton Beginning in the second quarter of 2016, in response to the SEC’s May 2016 update to its guidance on the appropriate use of non-GAAP financial measures, Adjusted EBITDA no longer includes Coal Logistics deferred revenue until it is recognized as GAAP Revenue. Corporate and Other includes the results of our legacy coal mining business which, incurred Adjusted EBITDA losses of $3.5 million and $6.3 million during the three months ended March 31, 2017 and 2016, respectively. SXC Q1 2017 Earnings Call

Balance Sheet & Debt Metrics Represents mid-point of FY 2017 guidance for Adj. EBITDA (Consolidated), Adj. EBITDA attributable to SXCP, and Adj. EBITDA attributable to SXC. SXC Q1 2017 Earnings Call

2017 Guidance Summary Metric 2016 Results 2017 Guidance (published Jan. ‘17) Adjusted EBITDA(1) Consolidated Attrib. to SXC $217.0M $130.4M $220M – $235M $130M – $141M Capital Expenditures(2) ~$48M ~$80M Domestic Coke Production 3.95 Mt ~3.9 Mt Dom. Coke Adj. EBITDA/ton $49 / ton $46 – $49 / ton Operating Cash Flow $219.1M $140M – $155M Cash Taxes(3) $5.9M $8M – $15M For a definition and reconciliation of Adjusted EBITDA, please see other appendix materials. FY 2016 excludes $5.0M of capitalized interest and $11.2M of pre-funded capex related to the CMT shiploader. FY 2017 guidance includes $25.0M for Granite City gas sharing project and excludes capitalized interest. Included in Operating Cash Flow. Guidance remains unchanged from January 2017 announcement SXC Q1 2017 Earnings Call

2017 Capital Expenditures SXC Q1 2017 Earnings Call 2016 consolidated includes approximately $35M in ongoing Coke Capex and $2M ongoing Coal Logistics. 2017 consolidated includes approximately $47M in ongoing Coke CapEx and $3M ongoing Coal Logistics.

2017E Guidance Reconciliation Reflects non-controlling interest in Indiana Harbor and the portion of the Partnership owned by public unitholders. SXC Q1 2017 Earnings Call

Thermal Coal Export Profitability (in $ per metric tonne) Solid API2 benchmark price should continue to support CMT ILB producers’ competitiveness in maintaining viable exports Netback calculation example assuming $78 per metric tonne prompt API 2 benchmark (Q1 2017 average). Ocean Freight for 70,000 metric tonne US Gulf/ARA Coal Panamax freight. Consists of CN rail transportation from ILB coal mines to CMT and terminal transloading costs. (1) (2) Believe ILB export thermal solidly profitable at Q1 ‘17 API2 benchmark pricing of ~$78/t Based on average ILB cash cost, netback calculation implies attractive margins CMT well-positioned to serve existing ILB thermal coal producers (in $ per short ton) (3) SXC Q1 2017 Earnings Call