Suncoke Energy Partners L.P. Annual Report 2015

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FY2015 Annual Report · Suncoke Energy Partners L.P.

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Table of Contents

(Mark One)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2015
or

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

For the transition period from to
Commission File Number 001-35782

SUNCOKE ENERGY PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)

Delaware

(State of or other jurisdiction of
incorporation or organization)

1011 Warrenville Road, Suite 600
Lisle, Illinois

35-2451470

(I.R.S. Employer
Identification No.)

60532

(Address of principal executive offices)

(zip code)
Registrant’s telephone number, including area code: (630) 824-1000
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Common units representing limited partner interests

Name of Each Exchange on which Registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨
No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý
No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ý
No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions

of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

o
(Do not check if a smaller reporting company)

Accelerated filer

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨
No ý
The aggregate market value of the registrant's common units held by non-affiliates of the registrant (treating directors and executive officers of the registrant’s general
partner and holders of 10 percent or more of the common units outstanding, for this purpose, as affiliates of the registrant) as of June 30, 2015 was $285,793,258 , computed
based on a price per common unit of $17.10 , the price at which the common units were last sold as reported on the New York Stock Exchange on such date.

As of February 12, 2016 , the registrant had 30,493,743 common units and 15,709,697 subordinated units outstanding.

SUNCOKE ENERGY PARTNERS, L.P.

TABLE OF CONTENTS

Table of Contents

PART I

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Item 3.

Item 4.

PART II

Item 5.

Item 6.

Item 7.

Properties

Legal Proceedings

Mine Safety Disclosures

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

Selected Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Item 9.

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

PART III

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

PART IV

Item 15.

Exhibits, Financial Statement Schedules

102

109

111

114

116

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Item 1.

Business

Overview

PART I

SunCoke Energy Partners, L.P., (the "Partnership," "we," "our" and "us"), is a Delaware limited partnership formed in July 2012, which primarily

produces coke used in the blast furnace production of steel. We also provide coal handling and/or mixing services at our Coal Logistics terminals.

At December 31, 2015 , we owned a 98.0 percent interest in Haverhill Coke Company LLC ("Haverhill"), Middletown Coke Company, LLC

("Middletown") and Gateway Energy and Coke Company, LLC ("Granite City"). At December 31, 2015 , SunCoke Energy, Inc. ("SunCoke") owned the remaining
2.0 percent interest in each of Haverhill, Middletown, and Granite City, and, through its subsidiary, owned a 53.9 percent partnership interest in us and all of our
incentive distribution rights and indirectly owns and controls our general partner, which holds a 2.0 percent general partner interest in us.

Coke is a principal raw material in the blast furnace steelmaking process. Coke is generally produced by heating metallurgical coal in a refractory oven,

which releases certain volatile components from the coal, thus transforming the coal into coke. Our cokemaking ovens utilize efficient, modern heat recovery
technology designed to combust the coal’s volatile components liberated during the cokemaking process and use the resulting heat to create steam or electricity for
sale. This differs from by-product cokemaking, which seeks to repurpose the coal’s liberated volatile components for other uses. We believe that heat recovery
technology has several advantages over the alternative by-product cokemaking process, including producing higher quality coke, using waste heat to generate
steam or electricity for sale and reducing environmental impact. We license this advanced heat recovery cokemaking process from SunCoke.

Our Granite City facility and the first phase of our Haverhill facility, or Haverhill 1, have steam generation facilities which use hot flue gas from the

cokemaking process to produce steam for sale to customers pursuant to steam supply and purchase agreements. Granite City sells steam to U.S. Steel. Previously,
Haverhill 1 sold steam to Haverhill Chemicals LLC ("Haverhill Chemicals"), which filed for relief under Chapter 11 of the U.S. Bankruptcy Code during 2015.
Beginning in the fourth quarter of 2015, Haverhill 1 provides steam, at no cost, to Altivia Petrochemicals, LLC ("Altivia"), which purchased the facility from
Haverhill Chemicals. While the Partnership is not currently generating revenues from providing steam to Altivia, the current arrangement, for which rates may be
renegotiated beginning in 2018, mitigates costs associated with disposing of steam as well as potential compliance issues. Our Middletown facility and the second
phase of our Haverhill facility, or Haverhill 2, have cogeneration plants that use the hot flue gas created by the cokemaking process to generate electricity, which is
either sold into the regional power market or to AK Steel pursuant to energy sales agreements.

Our Coal Logistics business provides coal handling and/or mixing services to steel, coke (including some of our domestic cokemaking facilities), electric

Organized in Delaware in July 2012, and headquartered in Lisle, Illinois, we are a master limited partnership whose common units, representing limited

partnership interests, were first listed for trading on the New York Stock Exchange (“NYSE”) in January 2013 under the symbol “SXCP.”

Initial Public Offering and Dropdown Transactions

On January 24, 2013 , we completed the initial public offering ("IPO") of our common units representing limited partner interests (the "Partnership

Offering"). In connection with the IPO, we acquired from SunCoke a 65 percent interest in each of Haverhill Coke Company LLC ("Haverhill") and Middletown
Coke Company, LLC ("Middletown") and the cokemaking facilities and related assets held by Haverhill and Middletown. On May 9, 2014 , we completed the
acquisition of an additional 33 percent interest in the Haverhill and Middletown cokemaking facilities for a total transaction value of $365.0 million . During 2015,
we acquired a 98 percent interest in Gateway Energy and Coke Company, LLC ("Granite City"), 75 percent of which was acquired on January 13, 2015 for a total
transaction value of $244.4 million ("Granite City Dropdown") and 23 percent of which was acquired on August 12, 2015 for a total transaction value of $65.2
million ("Granite City Supplemental Dropdown"). See further discussion of our IPO and subsequent dropdowns in Note 3 and Note 4 to our combined and
consolidated financial statements.

Business Segments

We report our business results through two segments:

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• Domestic Coke consists of the Haverhill, Middletown and Granite City cokemaking and heat recovery operations located in Franklin Furnace, Ohio;

Middletown, Ohio; and Granite City, Illinois, respectively.

• Coal Logistics consists of our coal handling and mixing service operations in East Chicago, Indiana; Ceredo, West Virginia; Belle, West Virginia;

Catlettsburg, Kentucky; and Convent, Louisiana.

For additional information regarding our business segments, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations” and Note 18 to our combined and consolidated financial statements.

Cokemaking Operations

The following table sets forth information about our cokemaking facilities:

Facility
Haverhill 1

Haverhill 2

Location

Coke Customer

Franklin Furnace, Ohio

ArcelorMittal

Franklin Furnace, Ohio

AK Steel

Middletown (1)

Middletown, Ohio

Granite City

Total

Granite City,
Illinois

AK Steel

U.S. Steel

Year of
Start Up

2005

2008

2011

2009

Contract
Expiration
2020

2022

2032

2025

Number of
Coke Ovens

Annual Cokemaking
Capacity
(thousands of tons)

Use of Waste Heat

100

120

420

550 Process steam

550

Power
generation

550 Power generation

650

Steam for power
generation

2,300

(1) Cokemaking capacity represents stated capacity for the 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.

Together, we and SunCoke are the largest independent producer of high-quality coke in the Americas, as measured by tons of coke produced each year,
and, in our opinion, SunCoke is the technological leader in the cokemaking process with more than 50 years of coke production experience. SunCoke designed,
developed, built, and currently owns and operates five cokemaking facilities in the U.S. (including, together with us, Haverhill, Middletown and Granite City) with
an aggregate coke production capacity of approximately 4.2 million tons per year. SunCoke has constructed the only greenfield cokemaking facility in the U.S. in
the last 25 years and is the only North American coke producer that utilizes heat recovery technology in the cokemaking process. SunCoke also operates one
cokemaking facility in Vitória, Brazil with a coke production capacity of approximately 1.7 million tons per year and has a cokemaking joint venture in Odisha,
India with a cokemaking capacity of 440 thousand tons of coke per year.

SunCoke's advanced heat recovery cokemaking process has numerous advantages over by-product cokemaking, including producing higher quality coke,

using waste heat to generate derivative energy for resale and reducing environmental impact. The Clean Air Act Amendments of 1990 specifically directed the
U.S. Environmental Protection Agency (“EPA”) to evaluate its heat recovery coke oven technology as a basis for establishing Maximum Achievable Control
Technology (“MACT”) standards for new cokemaking facilities. In addition, each of the four cokemaking facilities that SunCoke has built since 1990 has either
met or exceeded the applicable Best Available Control Technology (“BACT”), or Lowest Achievable Emission Rate (“LAER”) standards, as applicable, set forth
by the EPA for cokemaking facilities at that time.

Our core business model is predicated on providing steelmakers an alternative to investing capital in their own captive coke production facilities. We
direct our marketing efforts principally towards steelmaking customers that require coke for use in their blast furnaces. Substantially all of our coke sales were
made pursuant to long-term, take-or-pay agreements with AK Steel, ArcelorMittal and U.S. Steel, three of the largest blast furnace steelmakers in North America,
each of which individually account for greater than ten percent of our consolidated revenues. The take-or-pay provisions require that our customers purchase all of
our coke production, in certain cases subject to a tonnage in excess of our stated capacity, or pay the contract price for any such coke they elect not to take. To date,
our customers have satisfied their obligations under these agreements. In addition, for a five-year period following our January 2013 IPO, SunCoke has agreed to
purchase all of our coke production not taken by our customers in the event of a customer’s default, or exercise of certain termination rights, under the same terms
as those provided for in the coke sales agreements with our customers.

These coke sales agreements have an average remaining term of approximately 10 years and contain pass-through provisions for costs we incur in the

cokemaking process, including coal procurement costs subject to meeting contractual coal-to-coke yields, operating and maintenance costs, costs related to
transportation of coke to our customers, taxes (other than

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income taxes) and costs associated with changes in regulation. All of our coke sales agreements also provide for the pass-through of actual coal costs on a
delivered basis, subject to meeting contractual coal-to-coke yields. These features of our coke sales agreements reduce our exposure to variability in coal price
changes and inflationary costs over the remaining terms of these agreements.

The coke sales agreement and energy sales agreement with AK Steel at our Haverhill facility are subject to early termination by AK Steel under limited
circumstances and provided that AK Steel has given at least two years prior notice of its intention to terminate the agreement and certain other conditions are met.
No other coke sales contract has an early termination clause. As part of our omnibus agreement, SunCoke will provide indemnification to the Partnership upon the
occurrence of certain potential adverse events under certain coke sales agreements, indemnification of certain environmental costs and preferential rights for
growth opportunities.

Our steelmaking customers are currently operating in an environment that is significantly challenged by declining steel prices driven by global over

capacity and lower demand as compared to the prior year period. The combination of the strong U.S. dollar, continued high import activity and reduced drilling
activity caused by low oil and natural gas prices, has served to depress both spot and contract prices for steel, which has driven market deterioration for flat rolled
and tubular steel. Several steel producers, including certain of our customers, have filed petitions with the Department of Commerce and the International Trade
Commission, alleging that unfairly traded imports are causing material injury to the domestic steel industry in the U.S. and that foreign steel producers benefit from
significant subsidies provided by the governments of their respective countries. While trade action is underway, domestic steel utilization rates in 2015 are down
significantly from 2014 utilization rates. As a result of these current market conditions, certain of our customers have temporarily idled portions of their facilities,
but continue to comply with the terms of their long-term, take-or-pay contracts with us.

Further, ArcelorMittal is currently undergoing negotiations with its union labor workforce. Our coke and energy sales agreements contain force majeure

provisions allowing temporary suspension of performance by our customers for the duration of specified events beyond the control of our customers, such as a
strike. Declaration of force majeure, coupled with a lengthy suspension of performance under one or more coke or energy sales agreements, may seriously and
adversely affect our cash flows, financial position and results of operations. For additional information see “Item 1A. Risk Factors.”

Coal Logistics Operations

During 2013, we expanded our operations into the coal logistics market through the acquisitions of Kanawha River Terminals ("KRT") and SunCoke

Lake Terminal, LLC ("Lake Terminal"). KRT is a leading metallurgical and thermal coal mixing and handling terminal service provider with collective capacity to
mix and transload 30 million tons of coal annually through operations in West Virginia and Kentucky. Lake Terminal is located in East Chicago, Indiana and
provides coal handling and mixing services to SunCoke's Indiana Harbor cokemaking operations.

On August 12, 2015, we also acquired CMT for $403.1 million. CMT is one of the largest export terminals on the U.S. Gulf Coast. CMT provides

strategic access to seaborne markets for coal and other industrial materials. Supporting low-cost Illinois basin coal producers, the terminal provides loading and
unloading services and has direct rail access and the current capability to transload 10 million tons of coal annually. The facility is supported by long-term
contracts with volume commitments covering all of its current 10 million ton capacity.

With the acquisition of CMT, we now own and operate five coal handling terminals with the collective capacity to mix and/or transload more than 40
million tons of coal annually and has storage capacity of 3 million tons. Our coal terminals act as intermediaries between coal producers and coal end users by
providing transloading, storage and mixing services. Coal is transported from the mine site in numerous ways, including rail, truck, barge or ship. We do not take
possession of coal but instead derive our revenue by providing coal handling and/or mixing services to our customers on a per ton basis. For CMT, cash received
from customers based on pro-rata volume commitments under take-or-pay contracts that is in excess of cash earned for services provided during the quarter is
recorded as deferred revenue. Deferred revenue on take-or-pay contracts is recognized into income annually based on the terms of the contract. Our coal mixing
and/or handling services are provided to steel, coal mining, coke (including some of our domestic cokemaking facilities) and electric utility customers.

Our Coal Logistics coal mining customers are currently faced with a market depressed by oversupply and declining prices. Our CMT customers are also

impacted by seaborne export market dynamics. Fluctuations in the benchmark price for coal delivery into northwest Europe, as referenced in the API2 index price,
influence our customers' decisions to place tons into the export market and thus impact transloading volumes through our terminal facility. Despite the current
challenging coal mining and coal export markets, our customers have continued to perform on their contracts with us.

Seasonality

Our revenues in our cokemaking business and much of our Coal Logistics business are tied to long-term, take-or-pay contracts, and as such, are not

seasonal. However, our cokemaking profitability is tied to coal-to-coke yields, which improve in

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drier weather. Accordingly, the coal-to-coke yield component of our profitability tends to be more favorable in the third quarter. Extreme weather conditions may
also challenge our operating costs and production in the winter months.

Raw Materials

Metallurgical coal is the principal raw material for our cokemaking operations. Each ton of coke produced at our facilities requires approximately 1.4 tons

of metallurgical coal. In 2015, we purchased approximately 3.5 million tons of metallurgical coal for our coke production. We believe there is an ample supply of
metallurgical coal available in the U.S. and worldwide, and we have been able to supply coal to our cokemaking facilities without any significant disruption in
coke production.

Coal from third-parties is generally purchased on an annual basis via one-year contracts with costs passed through to our customers in accordance with the

applicable coke sales agreements. Occasionally, shortfalls in deliveries by coal suppliers require us to procure supplemental coal volumes. As with typical annual
purchases, the cost of these supplemental purchases is also passed through to our customers. In 2016, certain of our coal contracts contain an option, at the
Partnership's discretion, to reduce our commitment by up to 15 percent. Most coal procurement decisions are made through a coal committee structure with
customer participation. The customer can generally exercise an overriding vote on most coal procurement decisions.

While we generally pass coal costs through to our coke customers, all of our contracts include some form of coal-to-coke yield standard. To the extent
that our actual yields are less than the standard in the contract, we are at risk for the cost of the excess coal used in the cokemaking process. Conversely, to the
extent actual yields are higher than contractual standards, we are able to realize higher margins.

Transportation and Freight

For inbound transportation of coal purchases, our cokemaking facilities have long-term transportation agreements and where necessary, coal-mixing

agreements that run concurrently with the associated coke sales agreements. At our facilities with multiple transportation options, including rail and barge, we enter
into short-term transportation contracts from year to year. For coke sales, the point of delivery varies by agreement and facility. The point of delivery for coke sales
from the Haverhill cokemaking facilities is generally designated by the customer and shipments are made by railcar under a long-term transportation agreement
held by us. All delivery costs are passed through to the customers. At the Middletown and Granite City cokemaking facilities, coke is delivered primarily by a
conveyor belt leading to the customer’s blast furnace. All transportation and freight costs in our Coal Logistics segment are paid by the customer directly to the
transportation provider.

Research and Development and Intellectual Property and Proprietary Rights

As part of our omnibus agreement, SunCoke has granted us a royalty-free license to use the name “SunCoke” and related marks. Additionally, SunCoke
has granted us a non-exclusive right to use all of SunCoke’s current and future cokemaking and related technology necessary to operate our business. SunCoke’s
research and development program seeks to develop promising new cokemaking technologies and improve our heat recovery processes. Over the years, this
program has produced numerous patents related to heat recovery coking design and operation, including patents for pollution control systems, oven pushing and
charging mechanisms, oven flue gas control mechanisms and various others.

Competition

Cokemaking

The cokemaking business is highly competitive. Most of the world’s coke production capacity is owned by blast furnace steel companies utilizing by-

product coke oven technology. The international merchant coke market is largely supplied by Chinese, Colombian and Ukrainian producers among others, though
it is difficult to maintain high quality coke in the export market, and when coupled with transportation costs, coke imports are often not economical.

The principal competitive factors affecting our cokemaking business include coke quality and price, technology, reliability of supply, proximity to market,

access to metallurgical coals and environmental performance. Competitors include merchant coke producers as well as the cokemaking facilities owned and
operated by blast furnace steel companies.

In the past, there have been technologies which have sought to produce carbonaceous substitutes for coke in the blast furnace. While none have proven

commercially viable thus far, we monitor the development of competing technologies carefully. We also monitor ferrous technologies, such as direct reduced iron
production ("DRI"), as these could indirectly impact our blast furnace customers.

We believe we are well-positioned to compete with other coke producers. Current production from our cokemaking business is committed under long-

term contracts. As a result, competition mainly affects our ability to obtain new contracts supporting development of additional cokemaking capacity as well as the
sale of coke in the spot market. Our facilities were constructed using proven, industry-leading technology with many proprietary features allowing us to produce
consistently

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higher quality coke than our competitors produce. Additionally, our technology allows us to produce ratable quantities of heat that can be utilized as industrial
grade steam or converted into electrical power.

Coal Logistics

The coal mixing and/or handling service market is highly competitive in the geographic area of our operations. The principal competitive factors affecting

our Coal Logistics business include proximity to the source of coal as well as the nature and price of our services provided. We believe we are well-positioned to
compete with other coal mixing and/or handling terminal service providers. Our KRT competitors are generally located within 100 miles of our operations. KRT
has state-of-the-art mixing capabilities with fully automated and computer controlled mixing that mixes coal to within two percent accuracy of customer
specifications. KRT also has the ability to provide pad storage and have access to both CSX and Norfolk Southern rail lines as well as the Ohio River system. Lake
Terminal provides coal handling and/or mixing services for SunCoke's Indiana Harbor cokemaking facility and therefore does not have any competitors. Our CMT
competitors, who serve the coal export market, are generally located on the lower Mississippi River. CMT is one of the largest export terminals on the U.S. gulf
coast and provides strategic access to seaborne markets for coal and other industrial materials. CMT is currently building a new state-of-the-art ship loader, which
will allow faster coal loading onto larger ships. Additionally, CMT has direct rail access on the Canadian National Rail Line which provides a competitive
advantage in the coal logistics industry.

Employees

We are managed and operated by the officers of our general partner. Our operating personnel are employees of our operating subsidiaries. Our operating

subsidiaries had approximately 606 employees at December 31, 2015. Approximately 38 percent of our operating subsidiaries' employees are represented by the
United Steelworkers union. Additionally, approximately 4 percent are represented by the International Union of Operating Engineers. On July 27, 2015, we
reached a new four -year labor agreement for our Haverhill location, which will expire on November 1, 2019. The labor agreements at our Quincy and Lake
Terminal coal handling facilities expire on April 30, 2016 and June 30, 2016 , respectively. We will be negotiating renewal of these agreements in 2016 and do not
anticipate any work stoppages.

Safety

We are committed to maintaining a safe work environment and ensuring strict environmental compliance across all of our operations as the health and

safety of our employees and the communities in which we operate are critical to our success. We believe that we employ best practices and conduct continual
training programs to ensure that all of our employees are focused on safety. Furthermore, SunCoke employs a structured safety and environmental process that
provides a robust framework for managing and monitoring safety and environmental performance.

We have consistently operated within the top quartile for the U.S. Occupational Safety and Health Administration’s recordable injury rates as measured

and reported by the American Coke and Coal Chemicals Institute.

Legal and Regulatory Requirements

The following discussion summarizes the principal legal and regulatory requirements that we believe may significantly affect us.

Permitting and Bonding

• 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 and may
make revisions before a final construction permit is issued. A construction permit allows construction and commencement of operations of the facility
and is generally valid for at least 18 months. Generally, construction commences during this period, while many states allow this period to be extended
in certain situations.

• 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. The status of an area

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may change over time as new NAAQS standards are adopted, resulting in an area change from one status or classification to another. 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 July 2013, the EPA identified or "designated" as
non-attainment 29 areas in 16 states where monitored air quality showed violations of the 2010 1-hour SO 2 NAAQS. In August 2015, the EPA
finalized a new rulemaking to assist in implementation of the primary 1-hour SO 2 NAAQS that requires either additional monitoring, or
modeling of ambient air SO 2 levels in various areas including where certain of our facilities are located. By July 2016, states subject to this
rulemaking must provide EPA with either a modeling approach using existing emissions data, or a plan to undertake ambient air monitoring for
SO 2 to begin in 2017. For states that choose to install ambient air SO 2 monitoring stations, after three years of data has been collected, or
sometime in 2020, EPA will evaluate this data relative to the appropriate attainment designation for the areas under the 1-hour SO 2 NAAQS.
This rulemaking will require certain of our facilities to undertake this ambient air monitoring. We may be required to install yet additional
pollution controls and incur greater costs of operating at those of our facilities located in areas that EPA determines to be non-attainment with
the 1-hour SO 2 NAAQS based on its evaluation of this data. In 2012, a NAAQS for fine particulate matter, or PM 2.5, went into effect. In
November 2015, the EPA revised the existing NAAQS for ground level ozone to make the standard more stringent. 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”). A number of states have also filed or joined suits to challenge the EPA’s new standard in court. While
we are not able to determine the extent to which this new standard will impact our business at this time, it does have the potential to have a
material impact on our operations and cost structure.

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 solid 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 Certain Coal Terminals. Certain coal terminal operations in West Virginia and Kentucky have state-issued surface mining

permits. The permit application process is initiated by collecting baseline data to adequately characterize, assess and model the pre-terminal
environmental condition of the permit area, including soil and rock structures, cultural resources, soils, surface and ground water hydrology, and
existing use. The permit

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application includes the coal terminal operations plan 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 Enforcement’s
(“OSM’s”) Applicant Violator System. Once a permit application is submitted to the regulatory agency, it goes through a completeness and technical
review before a public notice and comment period. Regulatory authorities have considerable discretion in the timing of the permit issuance and the
public has the right to comment on and otherwise engage in the permitting process, including through public hearings and intervention in the courts.

• Bonding Requirements for Coal Terminals with Surface Mining Permits. Before a surface mining permit is issued in Kentucky or West Virginia, a
mine operator must submit a bond or other form of financial security to guarantee the payment and performance of certain long-term mine closure and
reclamation obligations. The costs of these bonds or other forms of financial security have fluctuated in recent years and the market terms of surety
bonds generally have become more unfavorable to mine operators. 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, 2015, we have posted an aggregate of approximately $1.0
million in surety bonds for our West Virginia and Kentucky coal terminal operations.

Regulation of Operations

• 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.

• Terminal Operations. Our terminal operations located along waterways and the Gulf of Mexico are also governed by permitting requirements under

the CWA and CAA. These terminals are subject to U.S. Coast Guard regulations and comparable state statutes regarding design, installation,
construction, and management. Many such terminals owned and operated by other entities that are also used to transport coal, including for export, have
been pursued by environmental interest groups for alleged violations of their permits’ requirements, or have seen their efforts to obtain or renew such
permits contested by such groups. While we believe that our operations are in material compliance with these permits, we cannot assure you that no
such challenges or claims will be made against our operations in the future. Moreover, our terminal operations may be affected by the impacts of
additional regulation on the mining of all types of coal and use of thermal coal for fuel, which is restricting supply in some markets and may reduce the
volumes of coal that our terminals manage.

• Federal Energy Regulatory Commission. The Federal Energy Regulatory Commission (“FERC”) regulates the sales of electricity from our Haverhill

and Middletown facilities, including the implementation of the Federal Power Act (“FPA”) and the Public Utility Regulatory Policies Act of 1978
(“PURPA”). The nature of the operations of the Haverhill and Middletown facilities makes each facility a qualifying facility under PURPA, which
exempts the facilities and the Partnership 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.

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• Resource Conservation and Recovery Act. We may generate wastes, including “solid” wastes and “hazardous” wastes that are subject to the

Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes, 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.

• 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 EPA’s “Tailoring Rule,” where certain modifications to our facilities could subject us to the additional permitting and other obligations
relative to the GHG emissions under the New Source Review/Prevention of Significant Deterioration (NSR/PSD) and Title V programs of the Clean
Air Act based on triggering PSD review for another pollutant such as SO2, PM, ozone or lead. EPA has engaged in rulemaking to regulate GHG
emissions from existing and new coal fired power plants, and we expect continued legal challenges to this rulemaking and any future rulemaking for
other industries. In August 2015, the EPA issued its final Clean Power Plan rules establishing carbon pollution standards for power plants. The EPA
expects each state to develop implementation plans for power plants in its state to meet the individual state targets established in the Clean Power Plan,
and has also proposed a federal compliance plan to implement the Clean Power Plan in the event that approvable state plans are not submitted. Judicial
challenges have been be filed, which seek a stay of the implementation of the rules. Electricity generated by natural gas often results in lower CO 2
emission rates than other forms of fossil fuels. Depending on the method of implementation selected by the states, and if implementation is not stayed
pending resolution of the legal challenges, the Clean Power Plan could increase the demand for natural gas-generated electricity.

• A legal challenge to the rulemaking has already been filed. Currently, we do not anticipate these new or existing power plan GHG rules to impact 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 decisions by states regarding the sources that will be subject to any implementing programs they may adopt 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. Collectively, these requirements along with restrictions and requirements regarding the mining of all types of coal may reduce the volumes of
coal that we manage and may ultimately adversely impact our customers.

• 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.

• Security. Our Convent Marine Terminal is subject to regulation by the United States Coast Guard pursuant to the Maritime Transportation Security

Act. We have an internal inspection program designed to monitor and ensure compliance by the Convent Marine Terminal with these requirements. We
believe that we are in material compliance with all applicable laws and regulations regarding the security of the facility.

Reclamation and Remediation

• Comprehensive Environmental Response, Compensation, and Liability Act. Under the Comprehensive Environmental Response, Compensation,

and Liability Act (“CERCLA”), also known as Superfund, and similar state laws, responsibility for the entire cost of clean-up of a contaminated site, as
well as natural resource damages, can be imposed upon current or former site owners or operators, or upon any party who released one or more
designated “hazardous substances” at the site, regardless of the lawfulness of the original activities that led to the contamination. In the course of our
operations we may have generated and may generate wastes that fall within CERCLA’s definition of hazardous substances. We also may be an owner
or operator of facilities at which hazardous substances have been released by previous owners or operators. Under CERCLA, we may be responsible for
all or part of the costs of cleaning up facilities at which such substances have been released and for natural resource damages. We also must comply
with reporting requirements under the Emergency Planning and Community Right-to-Know Act and the Toxic Substances Control Act.

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Environmental Matters and Compliance

Our failure to comply with the aforementioned requirements may result in the assessment of administrative, civil and criminal penalties, the imposition of
clean-up and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement
measures that could have the effect of limiting production from our operations. The EPA and state regulators have issued Notices of Violations (“NOVs”) for the
Haverhill cokemaking facility which stem from alleged violations of air operating permits for this facility. SunCoke is working in a cooperative manner with the
EPA and Ohio Environmental Protection Agency to address the allegations and has entered into a consent degree in federal district court with these parties. The
consent decree includes an approximately $2.2 million civil penalty payment that was paid by SunCoke in December 2014, as well as capital projects underway to
improve the reliability of the energy recovery systems and enhance environmental performance at the Haverhill and Granite City facilities. We retained $119.0
million in proceeds from the Partnership Offering, Haverhill and Middletown Dropdown and the Granite City Dropdown for these environmental remediation
projects. Pursuant to the omnibus agreement, any amounts that we spend on these Haverhill and Granite City facility projects in excess of the $119.0 million will
be reimbursed by SunCoke. Prior to our formation, SunCoke spent approximately $7 million related to these projects. The Partnership has spent approximately $86
million to date, and the remaining capital is expected to be spent through the first quarter of 2019 .

Many other legal and administrative proceedings are pending or may be brought against us arising out of our current and past operations, including

matters related to commercial and tax disputes, product liability, antitrust, employment claims, natural resource damage claims, premises-liability claims,
allegations of exposures of third-parties to toxic substances and general environmental claims. Although the ultimate outcome of these proceedings cannot be
ascertained at this time, it is reasonably possible that some of them could be resolved unfavorably to us. Our management believes that any liabilities that may arise
from such matters would not be material in relation to our business or our consolidated financial position, results of operations or cash flows at December 31, 2015
.

Under the terms of the omnibus agreement, SunCoke will indemnify us for certain environmental remediation projects costs. Please read “Part III.

Item 13. Certain Relationships and Related Transactions, and Director Independence—Agreements Entered Into with Affiliates in Connection with our Initial
Public Offering—Omnibus Agreement.”

Available Information

We make available free of charge, through our website, www.suncoke.com , our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after we electronically file or furnish such material with the Securities and Exchange Commission, or SEC. These documents are also available at the SEC’s
website at www.sec.gov . Our website also includes our Code of Business Conduct and Ethics, our Governance Guidelines, our Related Persons Transaction Policy
and the charters of our Audit Committee and Conflicts Committee.

A copy of any of these documents will be provided without charge upon written request to Investor Relations, SunCoke Energy Partners, L.P., 1011

Warrenville Road, Suite 600, Lisle, Illinois 60532.

Item 1A. Risk Factors

In addition to the other information included in this Annual Report on Form 10-K, the following risk factors should be considered in evaluating our
business and future prospects. These risk factors represent what we believe to be the known material risk factors with respect to us and our business. Our business,
operating results, cash flows and financial condition are subject to these risks and uncertainties, any of which could cause actual results to vary materially from
recent results or from anticipated future results.

Risks Inherent in Our Business and Industry

We may not generate sufficient earnings from operations to enable us to pay the minimum quarterly distribution to unitholders.

We may not have sufficient earnings each quarter to support a decision to pay the full amount of our minimum quarterly distribution of $0.4125 per unit,
or $1.65 per unit per year, which will require us to generate from earnings amounts available for distribution of approximately $13.2 million per quarter, or $52.9
million per year. The amount we decide to distribute on our common and subordinated units also depends upon our liquidity and other considerations, which will
fluctuate from quarter to quarter based on the following factors, some of which are beyond our control:

•

severe financial hardship or bankruptcy of one or more of our major customers, or the occurrence of other events affecting our ability to collect
payments from our customers, including our customers’ default;

volatility and cyclical downturns in the steel industry and other industries in which our customers operate;

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•

the exercise by AK Steel of its early termination rights under its coke sales agreement and its energy sales agreement at the Haverhill facility;

our sponsor’s inability to perform under the omnibus agreement;

age of, and changes in the reliability, efficiency and capacity of the various equipment and operating facilities used in our cokemaking operations
and/or our coal logistics business, and in the operations of our major customers, business partners and/or suppliers;

the cost of environmental remediation projects at our cokemaking operations and our coal logistics facilities;

changes in the expected operating levels of our assets;

our ability to meet minimum volume requirements, coal-to-coke yield standards and coke quality requirements in our coke sales agreements;

our ability to enter into new, or renew existing, long-term agreements for the supply of coke to domestic steel producers under terms similar to, or
more favorable than, those currently in place;

our ability to enter into new, or renew existing, agreements for the sale of steam and electricity generated by our facilities under terms similar to, or
more favorable than, those currently in place;

our ability to enter into new, or renew existing, agreements for coal handling, mixing, storage, terminalling, transloading and/or transportation
services at our coal logistics facilities, under terms similar to, or more favorable than, those currently in place;

changes in the marketplace that may adversely affect the supply of, and demand for, our coke and/or our coal logistics services, including increased
exports of coke from China related to reduced export duties and export quotas and increasing competition from alternative steelmaking and
cokemaking technologies that have the potential to reduce or eliminate the use of coke;

our relationships with, and other conditions affecting, our customers;

changes in levels of production, production capacity, pricing and/or margins for coke and/or coal;

our ability to secure new coal supply and/or coal logistics agreements or to renew existing coal supply agreements;

variation in availability, quality and supply of metallurgical coal used in the cokemaking process, including as a result of nonperformance by our
suppliers;

effects of railroad, barge, truck and other transportation performance and costs, including any transportation disruptions;

cost of labor;

risks related to employees and workplace safety;

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 and extreme temperatures);

changes in product specifications for the coke that we produce, or the coals that we mix;

changes in credit terms required by our suppliers;

changes in insurance markets and the level, types and costs of coverage available, and the financial ability of our insurers to meet their obligations;

changes in, or new, statutes, regulations or governmental policies by federal, state and local authorities with respect to protection of the environment;

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;

changes in accounting rules or their interpretations, including the method of accounting for inventories and leases;

changes in tax laws or their interpretations, including the adoption of proposed rules governing whether a partnership such as ours would be treated
as a corporation for federal income tax purposes;

nonperformance or force majeure by, or disputes with or changes in contract terms with, major customers, suppliers, dealers, distributors or other
business partners; and

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•

changes in, or new, statutes, regulations, governmental policies and taxes, or their interpretations.

In addition, the actual amount of cash we will have available for distribution will depend on other factors, some of which are beyond our control,

including:

•

the level of capital expenditures we make;

the cost of acquisitions;

our debt service requirements and other liabilities;

fluctuations in our working capital needs;

our ability to borrow funds and access capital markets;

restrictions contained in debt agreements to which we are a party; and

the amount of cash reserves established by our general partner.

We are exposed to the credit risk, and certain other risks, of our major customers and other parties, and any material nonpayment or nonperformance
by our major customers, or the failure of our customers to continue to purchase coke, or coal logistics services, from us at similar prices under similar
arrangements, may have a material adverse effect on our permit compliance or results of operations and therefore our ability to distribute cash to our
unitholders.

We are subject to the credit risk of our major customers and other parties. If we fail to adequately assess the creditworthiness of existing or future
customers or unanticipated deterioration of their creditworthiness, any resulting increase in nonpayment or nonperformance by them could have a material adverse
effect on our cash flows, financial position or results of operations.

We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers and/or our coal logistics customers. We have long-term
take-or-pay agreements with our coke customers whose operations are concentrated in the steelmaking industry, and with certain of our coal logistics customers
who market coal internationally and domestically. These agreements require such customers either to purchase all of our coke production (or a specified maximum
tonnage greater than on stated capacity as applicable), or our coal handling services, as the case may be, or to pay the contract prices for the coke, or the coal
handling services, they do not accept. Our customers experience significant fluctuations in demand for their steel and/or coal products because of economic
conditions, consumer demand, raw material and energy costs, and decisions by the U.S. federal and state governments to fund or not fund infrastructure projects,
such as highways, bridges, schools, energy plants, railroads and transportation facilities. During periods of weak demand for steel, or coal, our customers may
experience significant reductions in their operations, or substantial declines in the prices of the steel, or coal products, they sell. For example, in response to
worsening market conditions for the steel industry, U.S. Steel and AK Steel have temporarily idled their facilities at Granite City and Ashland, respectively. These
and other factors such as labor relations or bankruptcy filings may lead certain of our customers to seek renegotiation or cancellation of their existing contractual
commitments to us, or reduce their utilization of our services, which could have a material adverse effect on our permit compliance or results of operations and
therefore our ability to distribute cash to unitholders.

We sell substantially all of our coke, steam, and electricity to customers under long-term agreements. Likewise, at our Convent Marine Terminal, we
provide coal logistics services to customers pursuant to long-term contracts. If any one or more of these customers were to become financially distressed and
unable to pay us, significantly reduce their purchases of coke, steam, electricity, or coal logistics services from us, or if we were unable to sell to them on terms as
favorable to us as the terms under our current agreements, our results of operations and therefore our ability to distribute cash to unitholders may be materially and
adversely affected.

If a customer refuses to take or pay for our coke, we must continuously operate our coke ovens even though we may not be able to sell our coke
immediately and may incur significant additional costs for natural gas to maintain the temperature inside our coke oven batteries, which may have a material and
adverse effect on our results of operations and therefore our ability to distribute cash to unitholders.

The financial performance of our cokemaking business is substantially dependent upon a very limited number of customers in the steel industry, and
adverse developments with any of these customers (including any failure by them to perform under their contracts with us) could have a material adverse effect
on our results of operations and therefore our ability to distribute cash to unitholders.

Substantially all of our coke sales will be made under long-term contracts with ArcelorMittal, AK Steel and U.S. Steel. We expect these customers to
continue to account for a significant portion of our revenues for the foreseeable future. If any of these customers were to significantly reduce its purchases of coke
from us, or default on its agreements with us, or terminate or fail to renew its agreements with us, or if we were unable to sell coke to any one or more of these
customers on terms as favorable to us as the terms under our current agreements, our cash flows, financial position and results of operations, and therefore our

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ability to distribute cash to unitholders, could be materially and adversely affected. Additionally, declaration of force
majeure
, coupled with a lengthy suspension
of performance under one or more coke or energy sales agreements, may materially and adversely affect our results of operations and therefore our ability to
distribute cash to unitholders.

If a substantial portion of our agreements to supply coke and electricity are modified or terminated, our results of operations may be adversely
affected if we are not able to replace such agreements, or if we are not able to enter into new agreements at the same level of profitability. In addition, our
operating results have been, and may continue to be, affected by fluctuations in our costs of production and, if we cannot pass increases in our costs of
production to our customers, our financial condition, results of operations and cash flows may be adversely affected.

We sell substantially all of our coke, electricity and/or steam under long-term agreements. If a substantial portion of these agreements are modified or
terminated or if force
majeure
is exercised, our results of operations may be adversely affected if we are not able to replace such agreements, or if we are not able
to enter into new agreements at the same level of profitability. The profitability of our long-term coke and energy sales agreements depends on a variety of factors
that vary from agreement to agreement and fluctuate during the agreement term. We may not be able to obtain long-term agreements at favorable prices, compared
either to market conditions or to our cost structure. If any one or more of our customers were to significantly reduce their purchases of coke, electricity and/or
steam from us, or if we were unable to sell coke or electricity to them on terms as favorable to us as the terms under our current agreements, our cash flows,
financial position or results of operations may be materially and adversely affected.

In recent years, many of the components of our cost of producing coke, including cost of supplies, equipment and labor, have experienced significant
price inflation, and such price inflation may continue in the future. Price changes provided in long-term supply agreements may not reflect actual increases in
production costs. As a result, such cost increases may reduce profit margins on our long-term coke and energy sales agreements. In addition, contractual provisions
for adjustment or renegotiation of prices and other provisions may increase our exposure to short-term price volatility. Our financial condition, results of operations
and cash flows may be adversely affected if the costs of production increase significantly and we cannot pass such increases in our costs of production to our
customers.

Further, because of certain technological design constraints, we do not have the ability to shut down our cokemaking operations if we do not have
adequate customer demand. If a customer refuses to take or pay for our coke, we must continue to operate our coke ovens even though we may not be able to sell
our coke immediately and may incur significant additional costs for natural gas to maintain the temperature inside our coke oven batteries, which may have a
material and adverse effect on our cash flows, financial position or results of operations.

Unfavorable economic conditions in the U. S. and globally, may cause a reduction in the demand for our products and services, which could adversely

affect our cash flows, financial position or results of operations.

Sustained volatility and disruption in worldwide capital and credit markets in the U.S. and globally could cause reduced demand for our products and
services. Additionally, unfavorable economic conditions, including the potentially reduced availability of credit, may cause reduced demand for steel products or
reduced demand for coal, either of which, in turn, could adversely affect demand for the coke we produce and services we perform. Such conditions could have an
adverse effect on our cash flows, financial position or results of operations.

Adverse developments at our cokemaking operations, or at our coal logistics facilities, could have a material adverse effect on our results of

operations and therefore our ability to distribute cash to unitholders.

Our cokemaking operations and coal logistics facilities are subject to significant hazards and risks that include, but are not limited to, equipment
malfunction, explosions, fires and the effects of severe weather conditions and extreme temperatures, any of which could result in production and transportation
difficulties and disruptions, pollution, personal injury or wrongful death claims and other damage to our properties and the property of others. There is also a risk
of mechanical failure of our equipment both in the normal course of operations and following unforeseen events. In particular, to the extent a disruption leads to
our failure to maintain the temperature inside our coke oven batteries, we would not be able to continue operation of such coke ovens, which could adversely affect
our ability to meet our customers’ requirements for coke.

Adverse developments at our cokemaking facilities could significantly disrupt our coke, steam and/or electricity production and our ability to supply
coke, steam, and/or electricity to our customers. Adverse developments at our coal logistics operations could significantly disrupt our ability to provide coal
handling, mixing , storage, terminalling, transloading and/or transportation services to our customers. Any sustained disruption at either our cokemaking
operations, or our coal logistics facilities could have a material adverse effect on our results of operations and therefore our ability to distribute cash to unitholders.

There is a risk of mechanical failure of our equipment both in the normal course of operations and following unforeseen events. Our cokemaking and coal
logistics operations depend upon critical pieces of equipment that occasionally may be out of service for scheduled upgrades or maintenance or as a result of
unanticipated failures. Our facilities are subject to equipment failures and the risk of catastrophic loss due to unanticipated events such as fires, accidents or violent
weather conditions or extreme

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temperatures. As a result, we may experience interruptions in our processing and production capabilities, which could have a material adverse effect on our results
of operations and financial condition. In particular, to the extent a disruption leads to our failure to maintain the temperature inside our coke oven batteries, we
would not be able to continue operation of such coke ovens, which could adversely affect our ability to meet our customers’ requirements for coke.

Assets and equipment critical to the operations of our cokemaking and coal logistics operations also may deteriorate or become depleted materially sooner
than we currently estimate. Such deterioration of assets may result in additional maintenance spending or additional capital expenditures. If these assets do not
generate the amount of future cash flows that we expect, and we are not able to procure replacement assets in an economically feasible manner, our future results
of operations may be materially and adversely affected.

We are subject to extensive laws and regulations, which may increase our cost of doing business and have an adverse effect on our results of

operations and therefore our ability to distribute cash to unitholders.

Our operations are subject to increasingly strict regulation by federal, state and local authorities with respect to: discharges of substances into the air and
water; emissions of greenhouse gases, or GHG; compliance with the NAAQS; management and disposal of hazardous substances and wastes; cleanup of
contaminated sites; protection of groundwater quality and availability; protection of plants and wildlife; reclamation and restoration of properties after completion
of operations; installation of safety equipment in our facilities; protection of employee health and safety; and other matters. Complying with these requirements,
including the terms of our permits, can be costly and time-consuming, and may delay commencement or hinder continuation of operations. In addition, these
requirements are complex, change frequently and have become more stringent over time. These requirements may change in the future in a manner that could
result in substantially increased capital, operating and compliance costs, and could have a material adverse effect on our business.

These requirements may change in the future in a manner that could have a material adverse effect on our business. Compliance with such legal and
regulatory requirements could result in increased costs to operate or maintain our facilities, increased capital expenditures to install new emission controls on our
facilities, increased costs to administer and manage any potential emissions or tax programs, and reduce demand for our coke. Failure to comply with these
regulations or permits may result in the assessment of administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs and liens, the
issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement measures that could limit or materially increase
the cost of our operations.

We may not have been, or may not be, at all times, in complete compliance with all of these requirements, and we may incur material costs or liabilities in
connection with these requirements, or in connection with remediation at sites we own, or third-party sites where it has been alleged that we have liability, in
excess of the amounts we have accrued. Any such federal or state regulations requiring us, or our customers, to invest in expensive equipment or technology in
order to maintain compliance could adversely affect our future results of operations and our future ability to distribute cash to unitholders.

We may be unable to obtain, maintain or renew permits or leases necessary for our operations, which could impair our ability to conduct our

operations and limit our ability to make distributions to unitholders.

Our facilities and operations require us to obtain a number of permits that impose strict regulations on various environmental and operational matters in
connection with cokemaking (including our generation of electricity). These include permits issued by various federal, state and local agencies and regulatory
bodies. The permitting rules, and the interpretations of these rules, are complex, change frequently, and are often subject to discretionary interpretations by our
regulators, all of which may make compliance more difficult or impractical, and may possibly preclude the continuance of ongoing operations or the development
of future cokemaking or coal logistics facilities. The public, including non-governmental organizations, environmental groups and individuals, have certain
statutory rights to comment upon and submit objections to requested permits and environmental impact statements prepared in connection with applicable
regulatory processes, and otherwise engage in the permitting process. Such persons also have the right to bring citizen’s lawsuits to challenge the issuance of
permits, or the validity of environmental impact statements related thereto. If any permits or leases are not issued or renewed in a timely fashion or at all, or if
permits issued or renewed are conditioned in a manner that restricts our ability to efficiently and economically conduct our cokemaking operations, our cash flows
may be reduced, which could limit our ability to make distributions to unitholders.

Our businesses are subject to inherent risks, some for which we maintain third-party insurance and some for which we self-insure. We may incur
losses and be subject to liability claims that could have a material adverse effect on our financial condition or results of operations and therefore on our ability
to distribute cash to unitholders.

We are currently covered by insurance policies maintained by our sponsor and we currently maintain our own directors’ and officers’ liability insurance
policy. These insurance policies provide limited coverage for some, but not all, of the potential risks and liabilities associated with our businesses. For some risks,
we may not obtain insurance or be covered by our sponsor’s policies if we believe the cost of available insurance is excessive relative to the risks presented. As a
result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may

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become unavailable or available only for reduced amounts of coverage. As a result, we and our sponsor may not be able to renew our or its existing insurance
policies or procure other desirable insurance on commercially reasonable terms, if at all. In addition, certain environmental and pollution risks generally are not
fully insurable. Even where insurance coverage applies, insurers may contest their obligations to make payments. Further, with the exception of directors’ and
officers’ liability, for which we maintain our own insurance policy, our coverage under our sponsor’s insurance policies is our sole source of insurance for risks
related to our business. Our sponsor’s insurance coverage may not be adequate to cover us against losses we incur and coverage under these policies may be
depleted or may not be available to us to the extent that our sponsor exhausts the coverage limits. Our financial condition, results of operations and cash flows and,
therefore, our ability to distribute cash to unitholders, could be materially and adversely affected by losses and liabilities from un-insured or under-insured events,
as well as by delays in the payment of insurance proceeds, or the failure by insurers to make payments.

We also may incur costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations. We must
compensate employees for work-related injuries. If we do not make adequate provision for our workers’ compensation liabilities, it could harm our future operating
results. If we are required to pay for these sanctions, costs and liabilities, our operations and therefore our ability to distribute cash to unitholders could be
adversely affected.

We are exposed to the credit risk of our sponsor, and our sponsor’s inability to perform under the omnibus agreement could adversely affect our

business and our ability to distribute cash to unitholders.

Our sponsor has agreed, for the five-year period after our IPO, to make us whole to the extent our customers fail to fully satisfy their existing obligations
to purchase and pay for coke, under certain circumstances. Our sponsor is rated B2 by Moody’s Investors Service, Inc. and B by Standard & Poor’s Ratings
Services, respectively. Any deterioration of our sponsor’s creditworthiness, and any resulting change in support from our sponsor or inability to perform under the
omnibus agreement, could have a material adverse effect on our business, financial condition, results of operations and ability to distribute cash to unitholders.

We face competition, both in our cokemaking operations and in our coal logistics business, which has the potential to reduce demand for our products

and services, and that could have an adverse effect on our results of operations and therefore our ability to distribute cash to unitholders.

We face competition, both in our cokemaking operations and in our coal logistics business:

•

Cokemaking operations: Historically, coke has been used as a main input in the production of steel in blast furnaces. However, some blast furnace
operators have reduced the amount of coke per ton of hot metal through alternative injectants, such as natural gas and pulverized coal, and the use of
these coke substitutes could increase in the future, particularly in light of current low natural gas prices. Many steelmakers also are exploring
alternatives to blast furnace technology that require less or no use of coke. For example, electric arc furnace technology is a commercially proven
process widely used in the U.S. As these alternative processes for production of steel become more widespread, the demand for coke, including the
coke we produce, may be significantly reduced. We also face competition from alternative cokemaking technologies, including both by-product and
heat recovery technologies. As these technologies improve and as new technologies are developed, competition in the cokemaking industry may
intensify. As these alternative processes for production of steel become more widespread, the demand for coke, including the coke we produce, may
be significantly reduced.

Coal logistics business: Decreased throughput and utilization of our coal logistics assets could result indirectly due to competition in the electrical
power generation business from abundant and relatively inexpensive supplies of natural gas displacing thermal coal as a fuel for electrical power
generation by utility companies. In addition, competition in the steel industry from processes such as electric arc furnaces, or blast furnace injection
of pulverized coal or natural gas, may reduce the demand for metallurgical coals processed through our coal logistics facilities. In the future,
additional coal handling facilities and terminals with rail and/or barge access may be constructed in the Eastern U.S. Such additional facilities could
compete directly with us in specific markets now served by our coal logistics business. Certain coal mining companies and independent terminal
operators in some areas may compete directly with our coal logistics facilities. In some markets, trucks may competitively deliver mined coal to
certain shorter-haul destinations, resulting in reduced utilization of existing terminal capacity.

Such competition could have a material and adverse effect on our results of operations and therefore our ability to distribute cash to unitholders.

To the extent we do not meet coal-to-coke yield standards in our coke sales agreements, we are responsible for the cost of the excess coal used in the

cokemaking process, which could adversely impact our results of operations and profitability and therefore our ability to distribute cash to unitholders.

To the extent we do not meet coal-to-coke yield standards in our coke sales agreements, we are responsible for the cost of the excess coal used in the
cokemaking process, which could adversely impact our results of operations and therefore our ability to distribute cash to unitholders. Our ability to pass through
our coal costs to our customers under our coke sales agreements is

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generally subject to our ability to meet some form of coal-to-coke yield standard. To the extent that we do not meet the yield standard in the contract, we are
responsible for the cost of the excess coal used in the cokemaking process. We may not be able to meet the yield standards at all times, and as a result we may
suffer lower margins on our coke sales and our results of operations and profitability and therefore our ability to distribute cash to unitholders could be adversely
affected.

Equipment upgrades, equipment failures and deterioration of assets may lead to production curtailments, shutdowns or additional expenditures.

Our operations depend upon critical pieces of equipment that occasionally may be out of service for scheduled upgrades or maintenance or as a result of
unanticipated failures. Our facilities are subject to equipment failures and the risk of catastrophic loss due to unanticipated events such as fires, accidents or violent
weather conditions and extreme temperatures. As a result, we may experience interruptions in our processing and production capabilities, which could have a
material adverse effect on our results of operations and financial condition. In particular, to the extent a disruption leads to our failure to maintain the temperature
inside our coke oven batteries, we would not be able to continue operation of such coke ovens, which could adversely affect our ability to meet our customers’
requirements for coke.

In addition, assets and equipment critical to our cokemaking operations, and/or coal logistics business, may deteriorate or become depleted materially
sooner than we currently estimate. Such deterioration of assets may result in additional maintenance spending or additional capital expenditures. If these assets do
not generate the amount of future cash flows that we expect, and we are not able to procure replacement assets in an economically feasible manner, our future
results of operations may be materially and adversely affected.

We are also required to perform impairment tests on our assets whenever events or changes in circumstances lead to a reduction of the estimated useful
life or estimated future cash flows that would indicate that the carrying amount may not be recoverable or whenever management’s plans change with respect to
those assets. If we are required to incur impairment charges in the future, our results of operations in the period taken could be materially and adversely affected.

Divestitures and other strategic transactions may adversely affect our business. If we are unable to realize the anticipated benefits from strategic
transactions, or are unable to conclude such transactions upon favorable terms, our financial condition, results of operations or cash flows could be materially
and adversely affected.

We regularly review strategic opportunities to further our business objectives, and may eliminate assets that do not meet our return-on-investment criteria.
The anticipated benefits of divestitures and other strategic transactions may not be realized, or may be realized more slowly than we expected. Such transactions
also could result in a number of financial consequences having a material effect on our results of operations and our financial position, including: reduced cash
balances and related interest income; higher fixed expenses; the incurrence of debt and contingent liabilities (including indemnification obligations); restructuring
charges; loss of customers, suppliers, distributors, licensors or employees; legal, accounting and advisory fees; and one-time write-offs of large amounts.

We may experience significant risks associated with future acquisitions and/or investments. The failure to consummate or integrate acquisitions of, or

investments in, other businesses and assets in a timely and cost-effective manner could have an adverse effect on our results of operations.

The acquisition of assets or businesses that expand our operations is an important component of our business strategy. We believe that acquisition
opportunities may arise from time to time, and any such acquisitions could be significant. The success of any future acquisitions and/or investments will depend
substantially on the accuracy of our analysis concerning such businesses and our ability to complete such acquisitions or investments on favorable terms, as well as
to finance such acquisitions or investments and to integrate the acquired operations successfully with existing operations. If we are unable to integrate new
operations successfully, our financial results and business reputation could suffer.

Risks associated with acquisitions include the diversion of management’s attention from other business concerns, the potential loss of key employees and
customers of the acquired business, the possible assumption of unknown liabilities, potential disputes with the sellers, and the inherent risks in entering markets or
lines of business in which we have limited or no prior experience. Any acquisition could involve the payment by us of a substantial amount of cash, the incurrence
of a substantial amount of debt or the issuance of a substantial amount of equity. Certain acquisition and investment opportunities may not result in the
consummation of a transaction. In addition, we may not be able to obtain acceptable terms for the required financing for any such acquisition or investment that
arises. We cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of our common units. Our
future acquisitions could present a number of risks, including the risk of incorrect assumptions regarding the future results of acquired operations or assets or
expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets, the risk of failing to successfully and timely
integrate the operations or management of any acquired businesses or assets and the risk of diverting management’s attention from existing operations or other
priorities. If we fail to consummate and integrate our acquisitions in a timely and cost-effective manner, our results of operations could be materially and adversely
affected.

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Additionally, in the event we make investments in entities that own and operate existing cokemaking facilities, or form joint ventures or other similar
arrangements, we must pay close attention to the organizational formalities and time-consuming procedures for sharing information and making decisions. We may
share ownership and management with other parties who may not have the same goals, strategies, priorities, or resources as we do. The benefits from a successful
investment in an existing entity or joint venture will be shared among the co-owners, so we will not receive the exclusive benefits from a successful investment. If
a co-owner changes, our relationship may be materially and adversely affected.

Our operations could be disrupted if our information systems fail, causing increased expenses. Security breaches and other disruptions could

compromise our information and expose us to liability, which would cause our business and reputation to suffer.

Our business is highly dependent on financial, accounting and other data processing systems and other communications and information systems,
including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer
systems. If a key system was to fail or experience unscheduled downtime for any reason, our operations and financial results could be affected adversely. Our
systems could be damaged or interrupted by a security breach, terrorist attack, fire, flood, power loss, telecommunications failure or similar event. We have a
disaster recovery plan in place, but this plan may not entirely prevent delays or other complications that could arise from an information systems failure. Our
business interruption insurance may not compensate us adequately for losses that may occur.

In the ordinary course of our business, we collect and store sensitive data in our data centers, on our networks, and in our cloud vendors. Such data
includes: intellectual property; our proprietary business information and that of our customers, suppliers and business partners; and personally identifiable
information of our employees. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite
our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or
other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any
such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information,
and regulatory penalties, disrupt our operations, and damage our reputation, which could adversely affect our business.

If we fail to maintain satisfactory labor relations, disputes with the unionized portion of our workforce could affect us adversely. Union represented
labor creates an increased risk of work stoppages and higher labor costs which could adversely affect our operations, and reduce our future revenues or our
ability to pay cash distributions to our unitholders.

We rely, at one or more of our facilities, on unionized labor, and there is always the possibility that we may be unable to reach agreement on terms and
conditions of employment or renewal of a collective bargaining agreement. When collective bargaining agreements expire or terminate, we may not be able to
negotiate new agreements on the same or more favorable terms as the current agreements, or at all, and without production interruptions, including labor stoppages.
The labor agreements at our Quincy and Lake Terminal coal handling facilities expire on April 30, 2016 and June 30, 2016 , respectively. If we are unable to
negotiate the renewal of a collective bargaining agreement before its expiration date, our operations and our profitability could be adversely affected. Any labor
disputes, work stoppages, or increased labor costs could adversely affect our operations and the stability of production and reduce our future revenues, our
profitability, or our ability to pay cash distributions to our unitholders. It is also possible that, in the future, additional employee groups may choose to be
represented by a labor union.

Our ability to operate our partnership effectively could be impaired if we fail to attract and retain key personnel.

We have implemented recruitment, training and retention efforts to optimally staff our operations. Our ability to operate our business and implement our
strategies depends in part on the efforts of our executive officers and other key employees. In addition, our future success will depend on, among other factors, our
ability to attract and retain other qualified personnel. The loss of the services of any of our executive officers or other key employees or the inability to attract or
retain other qualified personnel in the future could have a material adverse effect on our business or business prospects. With respect to our represented employees,
we may be adversely impacted by the loss of employees who retire or obtain other employment during a layoff or a work stoppage.

We currently are, and likely will be, subject to litigation, the disposition of which could have a material adverse effect on our cash flows, financial

position or results of operations.

The nature of our operations exposes us to possible litigation claims in the future, including disputes relating to our operations and commercial and
contractual arrangements. Although we make every effort to avoid litigation, these matters are not totally within our control. We will contest these matters
vigorously and have made insurance claims where appropriate, but because of the uncertain nature of litigation and coverage decisions, we cannot predict the
outcome of these matters. Litigation is very costly, and the costs associated with prosecuting and defending litigation matters could have a material adverse effect
on our financial condition and profitability. In addition, our profitability or cash flow in a particular period could be affected by an adverse ruling in any litigation
currently pending in the courts or by litigation that may be filed against us in the future. We are also subject

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to significant environmental and other government regulation, which sometimes results in various administrative proceedings. For additional information, see
“Item 3. Legal Proceedings.”

Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under outstanding notes and credit

facilities.

Subject to the limits contained in our credit agreements, the indenture that governs our notes and our other debt instruments, we may be able to incur
additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related
to our level of debt could intensify. Specifically, a higher level of debt could have important consequences, including:

• making it more difficult for us to satisfy our obligations with respect to the notes and our other debt;

•

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 distributions, working capital, capital expenditures, acquisitions and other general corporate purposes;

increasing our vulnerability to general adverse economic and industry conditions;

exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the credit facilities, are at variable rates of
interest;

limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

placing us at a competitive disadvantage to other, less leveraged competitors; and

increasing our cost of borrowing.

In addition, the indenture that governs the notes and the credit agreement governing our credit facilities contain restrictive covenants that limit our ability
to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured
or waived, could result in the acceleration of all our debt.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our credit facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service
obligations on the variable rate indebtedness will increase even though the amount borrowed remained the same, and our net income and cash flows, including cash
available for servicing our indebtedness, will correspondingly decrease. We may in the future enter into interest rate swaps that involve the exchange of floating for
fixed rate interest payments in order to reduce interest rate volatility. However, we may decide not to maintain interest rate swaps with respect to all of our variable
rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

We face substantial debt maturities which may adversely affect our consolidated financial position.

Over the next six years, we have approximately $898.8 million of total consolidated debt maturing (see Note 14 to the combined and consolidated
financial statements). We may not be able to refinance this debt, or may be forced to do so on terms substantially less favorable than our currently outstanding debt.
We may be forced to delay or not make capital expenditures, which may adversely affect our competitive position and financial results.

Rating agencies may downgrade our credit ratings, which would make it more difficult for us to raise capital and would increase our financial costs.

Any downgrades in our credit ratings may make raising capital more difficult, may increase the cost and affect the terms of future borrowings, may affect

the terms under which we purchase goods and services and may limit our ability to take advantage of potential business opportunities.

Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of

entity-level taxation by individual states. If the IRS were to treat us as a corporation for federal income tax purposes or we were to become subject to material
additional amounts of entity-level taxation for state tax purposes, then our ability to distribute cash to you could be substantially reduced.

The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for federal income

tax purposes. Despite the fact that we are organized as a limited partnership under Delaware law, a partnership such as ours would be treated as a corporation for
federal income tax purposes unless more than 90 percent of our income is from certain specified sources (the “Qualifying Income Exception”).

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On May 5, 2015, the U.S. Treasury Department (the “Treasury Department”) and the Internal Revenue Service (the “IRS”) issued proposed regulations
(the “Proposed Regulations”) regarding the application of the Qualifying Income Exception to minerals and natural resources. On June 16, 2015, we submitted a
comment letter requesting the IRS change the manner in which the Proposed Regulations define processing ores and minerals, and on October 27, 2015, we
provided testimony at a public hearing related to the proposed regulations on qualifying income. While we believe that our cokemaking activities are largely
consistent with the Proposed Regulations, we believe that the regulations should be clarified in order to eliminate any uncertainty with respect to our status as a
partnership for U.S. federal income tax purposes.

Although we do not believe, based upon our current operations and language of the Proposed Regulations, that we will be treated as a corporation for U.S.

federal income tax purposes, the IRS could disagree with our analysis and therefore cause us to be treated as a corporation for federal income tax purposes or
otherwise subject us to taxation as an entity. In addition, a change in our business could also subject us to taxation as an entity.

Because the income earned by our process steam and power generation subsidiaries may not satisfy the Qualifying Income Exception, if the income

generated by these subsidiaries increases as a percentage of our total gross income, such that we are at risk of exceeding the amount of non-qualifying income we
can earn and still be classified as a partnership for federal tax purposes (10 percent of our gross income each year), we may file an election to have one or both of
these subsidiaries treated as a corporation for U.S. federal income tax purposes which would result in the subsidiaries becoming taxable entities.

The IRS may adopt positions that differ from the ones we have taken. A successful IRS contest of the federal income tax positions we take may impact

adversely the market for our common units, and the costs of any IRS contest could reduce our cash available for distribution to unitholders, including our sponsor.
If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is
currently a maximum of 35 percent, and would likely pay state income tax at varying rates. Distributions to you would generally be taxed again as corporate
distributions, and no income, gains, losses, deductions or credits recognized by us would flow through to you. Because tax would be imposed upon us as a
corporation, our after tax earnings and therefore our ability to distribute cash to you would be substantially reduced. Therefore, treatment of us as a corporation
would result in a material reduction in the anticipated cash flow and after-tax return to the unitholders, likely causing a substantial reduction in the value of our
common units.

Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a

corporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount and the
target distribution amounts may be adjusted to reflect the impact of that law on us.

If effective control of the Partnership’s general partner is transferred to a third party, the Partnership’s indebtedness could become due and payable,

which would materially and adversely affect our consolidated financial position.

If effective control of the Partnership’s general partner is transferred to a third party, the Partnership, pursuant to the indenture for its outstanding senior

secured notes, could be required to repurchase such notes in an amount equal to 101 percent of the aggregate principal amount outstanding, which was $552.5
million at December 31, 2015. Under the Partnership’s revolving credit agreement, the lenders could declare the loans and other amounts (including letter of credit
obligations), totaling $182.0 million at December 31, 2015, to be immediately due and payable. In addition, the Partnership has $50.0 million drawn under a term
loan facility that contains event of default and remedies provisions identical to those of the revolving credit agreement. Thus, the potential acceleration remedies
under the Partnership’s revolving credit agreement and term loan facility could result in approximately $232.0 million of outstanding borrowings being declared
immediately due and payable.

If effective control of the Partnership’s general partner is transferred to a third party, resulting in the Partnership’s aggregate indebtedness becoming

payable, our financial position would be materially and adversely affected.

Risks Related to Our Cokemaking Business

Our cokemaking business is subject to operating risks, some of which are beyond our control, which could result in a material increase in our

operating expenses.

Factors beyond our control could disrupt our cokemaking operations, adversely affect our ability to service the needs of our customers, and increase our

operating costs, all of which could have a material adverse effect on our results of operations. Such factors could include:

•

earthquakes, subsidence and unstable ground or other conditions that may cause damage to infrastructure or personnel;

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•

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.

If any of these conditions or events occur, our cokemaking operations may be disrupted, operating costs could increase significantly, and we could incur
substantial losses in this business segment. Disruptions in our cokemaking operations could materially and adversely affect our financial condition, or results of
operations.

The coke sales agreement and the energy sales agreement with AK Steel at the Haverhill facility are subject to early termination under certain
circumstances and any such termination could have a material adverse effect on our results of operations and therefore our ability to distribute cash to
unitholders.

The coke sales agreement and the energy sales agreement with AK Steel at Haverhill 2, or the Haverhill AK Steel Contracts, are subject to early
termination by AK Steel under certain circumstances and any such termination could have a material adverse effect on our business. The Haverhill coke sales
agreement with AK Steel expires on January 1, 2022, with two automatic, successive five-year renewal periods. The Haverhill energy sales agreement with AK
Steel runs concurrently with the term of the coke sales agreement, including any renewals, and automatically terminates upon the termination of the related coke
sales agreement. The coke sales agreement may be terminated by AK Steel at any time on or after January 1, 2014 upon two years prior written notice if AK Steel
(i) permanently shuts down iron production operations at its steel plant works in Ashland, Kentucky, or the Ashland Plant; and (ii) has not acquired or begun
construction of a new blast furnace in the U.S. to replace, in whole or in part, the Ashland Plant’s iron production capacity. In mid-December 2015, AK Steel
temporarily idled its facilities in Ashland.

If AK Steel were to terminate the Haverhill AK Steel Contracts, we may be unable to enter into similar long-term contracts with replacement customers
for all or any portion of the coke previously purchased by AK Steel. Similarly, we may be forced to sell some or all of the previously contracted coke in the spot
market, which could be at prices lower than we have currently contracted for and could subject us to significant price volatility. If AK Steel elects to terminate the
Haverhill AK Steel Contracts, our cash flows, financial position and results of operations could be materially and adversely affected.

We may not be able to successfully implement our growth strategies or plans.

A portion of our strategy to grow our business and increase distributions to unitholders is dependent on our ability to acquire and operate new assets
(whether through contributions from our sponsor, or otherwise) that result in an increase in our earning per unit. We may not derive the financial returns we expect
on our investment in such additional assets or such operations may not be profitable. We cannot predict the effect that any failed expansion may have on our core
business. If we are not able to successfully execute our strategic plans, whether as a result of unfavorable market conditions in the steel industry or otherwise, our
future results of operations could be materially and adversely affected.

Excess capacity in the global steel industry, including in China, may weaken demand for steel produced by our U.S. steel industry customers, which,

in turn, may reduce demand for our coke.

In some countries, such as China, steelmaking capacity exceeds demand for steel products. Rather than reducing employment by matching production
capacity to consumption, steel manufacturers in these countries (often with local government assistance or subsidies in various forms) may export steel at prices
that are significantly below their home market prices and that may not reflect their costs of production or capital. The availability of this steel at such prices has
negatively affected our steelmaking customers, who may have to decrease the prices that they charge for steel, or take other action, as the supply of steel increases.
For example, in response to worsening market conditions for the steel industry, U.S. Steel and AK Steel have temporarily idled their facilities at Granite City and
Ashland, respectively. Our customers also may reduce their demand for our coke correspondingly, and make it more likely that they may seek to renegotiate their
contracts with us or fail to pay for the coke they are required to take under our contracts. The profitability and financial position of our steelmaking customers may
be adversely affected, which in turn, could adversely affect the certainty of our long-term relationships with those customers, as well as our ability to sell excess
capacity in the spot market, and our own results of operations.

Certain provisions in our long-term coke agreements may result in economic penalties to us, or may result in termination of our coke sales
agreements for failure to meet minimum volume requirements or other required specifications, and certain provisions in these agreements and our energy
sales agreements may permit our customers to suspend performance.

All of our coke sales agreements and our steam supply and purchase agreements contain provisions requiring us to supply minimum volumes of our
products to our customers. To the extent we do not meet these minimum volumes, we are generally required under the terms of our coke sales agreements to
procure replacement supply to our customers at the applicable contract price or potentially be subject to cover damages for any shortfall. If future shortfalls occur,
we will work with our customer to

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identify possible other supply sources while we implement operating improvements at the facility, but we may not be successful in identifying alternative supplies
and may be subject to paying the contract price for any shortfall or to cover damages, either of which could adversely affect our future revenues and profitability.
Our coke sales agreements also contain provisions requiring us to deliver coke that meets certain quality thresholds. Failure to meet these specifications could
result in economic penalties, including price adjustments, the rejection of deliveries or termination of our agreements.

Our coke and energy sales agreements contain force majeure provisions allowing temporary suspension of performance by our customers for the duration
of specified events beyond the control of our customers. Declaration of force
majeure
, coupled with a lengthy suspension of performance under one or more coke
or energy sales agreements, may seriously and adversely affect our cash flows, financial position and results of operations.

Failure to maintain effective quality control systems at our cokemaking facilities could have a material adverse effect on our results of operations.

The quality of our coke is critical to the success of our business. For instance, our coke sales agreements contain provisions requiring us to deliver coke
that meets certain quality thresholds. If our coke fails to meet such specifications, we could be subject to significant contractual damages or contract terminations,
and our sales could be negatively affected. The quality of our coke depends significantly on the effectiveness of our quality control systems, which, in turn,
depends on a number of factors, including the design of our quality control systems, our quality-training program and our ability to ensure that our employees
adhere to our quality control policies and guidelines. Any significant failure or deterioration of our quality control systems could have a material adverse effect on
our results of operations.

Disruptions to our supply of coal and coal mixing services may reduce the amount of coke we produce and deliver and, if we are not able to cover the

shortfall in coal supply or obtain replacement mixing services from other providers, our results of operations and profitability could be adversely affected.

The metallurgical coal used to produce coke at our cokemaking facilities is generally purchased from third-parties under one- to two-year contracts. We
cannot assure that there will continue to be an ample supply of metallurgical coal available or that we will be able to supply these facilities without any significant
disruption in coke production, as economic, environmental, and other conditions outside of our control may reduce our ability to source sufficient amounts of coal
for our forecasted operational needs. The failure of our coal suppliers to meet their supply commitments could materially and adversely impact our results of
operations if we are not able to make up the shortfalls resulting from such supply failures through purchases of coal from other sources.

Certain of our cokemaking facilities rely on third-parties to mix coals that we have purchased into coal mixes that we use to produce coke. We have
entered into long-term agreements with coal mixing service providers that are coterminous with our coke sales agreements. However, there are limited alternative
providers of coal mixing services and any disruptions from our current service providers could materially and adversely impact our results of operations. In
addition, if our rail transportation agreements are terminated, we may have to pay higher rates to access rail lines or make alternative transportation arrangements.

Limitations on the availability and reliability of transportation, and increases in transportation costs, particularly rail systems, could materially and

adversely affect our ability to obtain a supply of coal and deliver coke to our customers.

Our ability to obtain coal depends primarily on third-party rail systems and to a lesser extent river barges. If we are unable to obtain rail or other
transportation services, or are unable to do so on a cost-effective basis, our results of operations could be adversely affected. Alternative transportation and delivery
systems are generally inadequate and not suitable to handle the quantity of our shipments or to ensure timely delivery. The loss of access to rail capacity could
create temporary disruption until the access is restored, significantly impairing our ability to receive coal and resulting in materially decreased revenues. Our
ability to open new cokemaking facilities may also be affected by the availability and cost of rail or other transportation systems available for servicing these
facilities.

Our arrangements with ArcelorMittal at the Haverhill cokemaking facility require us to deliver coke to ArcelorMittal via railcar. We have entered into a
long-term rail transportation agreement to meet this obligation. Disruption of these transportation services because of weather-related problems, mechanical
difficulties, train derailments, infrastructure damage, strikes, lock-outs, lack of fuel or maintenance items, fuel costs, transportation delays, accidents, terrorism,
domestic catastrophe or other events could temporarily, or over the long-term impair, our ability to produce coke, and therefore, could materially and adversely
affect our results of operations. In addition, if our rail transportation agreement is terminated, we may have to pay higher rates to access rail lines or make
alternative transportation arrangements.

If we are unable to effectively protect our intellectual property, third parties may use our technology, which would impair our ability to compete in our

markets.

Our future success will depend in part on our ability to obtain and maintain meaningful patent protection for certain of our technologies and products

throughout the world. The degree of future protection for our proprietary rights in uncertain. We

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rely on patents to protect a significant part our intellectual property portfolio and to enhance our competitive position. However, our presently pending or future
patent applications may not issue as patents, and any patent previously issued to us or our subsidiaries may be challenged, invalidated, held unenforceable or
circumvented. Furthermore, the claims in patents that have been issued to us or our subsidiaries or that may be issued to us in the future may not be sufficiently
broad to prevent third parties from using cokemaking technologies and heat recovery processes similar to ours. In addition, the laws of various foreign countries in
which we plan to compete may not protect our intellectual property to the same extent as do the laws of the United States. If we fail to obtain adequate patent
protection for our proprietary technology, our ability to be commercially competitive may be materially impaired.

Risks Related to Our Coal Logistics Business

The financial performance of our coal logistics business is substantially dependent upon a limited number of customers, and the loss of these
customers, or any failure by them to perform under their contracts with us, could adversely affect the results of operations and cash flows of our coal logistics
business.

The financial performance of our coal logistics business is substantially dependent upon a limited number of customers. The loss of any of these

customers (or financial difficulties at any of these customers) could have a significant and adverse effect on our business, results of operations and financial
condition, and/or our ability to make cash distributions at currently anticipated levels. For example, a significant portion of our revenues and cash flows from the
Convent Marine Terminal is derived from long-term contracts with Foresight Energy LP and Murray American Coal. We expect these two customers to continue
to account for a significant portion of the revenues of our coal logistics business for the foreseeable future. If either or both of these customers were to
significantly reduce its purchases of coal terminalling, mixing or transportation services from us, or to default on their agreements with us, or fail to renew or
terminate their agreements with us, or if we were unable to sell such coal logistics services to these customers on terms as favorable to us as the terms under our
current agreements, the cash flows and results of our coal logistics operations could be materially and adversely affected. We also are exposed to the credit risk of
these customers, and any significant unanticipated deterioration of their creditworthiness and resulting increase in nonpayment or nonperformance by them could
have a material adverse effect on the cash flows and/or results of our coal logistics operations.

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

The financial results of our Coal Logistics business segment are significantly affected by the demand for both thermal coal and metallurgical coal. An
extended decline in our customers’ demand for either thermal or metallurgical coals could result in a reduced need for the coal mixing, terminalling and
transloading services we offer, thus reducing throughput and utilization of our coal logistics assets. Demand for such coals may fluctuate due to factors beyond our
control:

•

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. For example, over the past few years, production of natural gas in the U.S. has increased dramatically, which has resulted in lower natural
gas prices. As a result of sustained low natural gas prices, coal-fuel generation plants have been displaced by natural-gas fueled generation plants. In
addition, state and federal mandates for increased use of electricity from renewable energy sources, or the retrofitting of existing coal-fired generators
with pollution control systems, also could adversely impact the demand for 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.

Our Convent Marine Terminal is impacted by seaborne export market dynamics. Fluctuations in the benchmark price for coal delivery into northwest

Europe, as referenced in the API2 index price, influence our customers' decisions to place tons into the export market and thus impact transloading volumes
through our terminal facility.

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Additionally, fluctuations in the market price of coal can greatly affect production rates and investments by third-parties in the development of new and
existing coal reserves. Mining activity may decrease as spot coal prices decrease. We have no control over the level of mining activity by coal producers, which
may be affected by prevailing and projected coal prices, demand for hydrocarbons, the level of coal reserves, geological considerations, governmental regulation
and the availability and cost of capital. A material decrease in coal mining production in the areas of operation for our coal logistics business, whether as a result of
depressed commodity prices or otherwise, could result in a decline in the volume of coal processed through our coal logistics facilities, which would reduce our
revenues and operating income.

Decreased demand for thermal or metallurgical coals, and extended or substantial price declines for coal could adversely affect our operating results for
future periods and our ability to generate cash flows necessary to improve productivity and expand operations. The cash flows associated with our coal logistics
business may decline unless we are able to secure new volumes of coal by attracting additional customers to these operations. Future growth and profitability of
our coal logistics business segment will depend, in part, upon whether we can contract for additional coal volumes at a rate greater than that of any decline in
volumes from existing customers. Accordingly, decreased demand for coal, or a decrease in the market price of coal, could have a material adverse effect on the
results of operations or financial condition of our coal logistics business.

Our failure to obtain or renew surety bonds on acceptable terms could adversely affect our ability to secure certain reclamation obligations related to

our coal logistics business.

Certain reclamation obligations associated with our coal logistics business are unfunded, and federal and state laws require us to obtain surety bonds to
secure performance or payment of such long-term obligations. These bonds are typically renewable annually. Declarations of bankruptcy by various coal
companies may lead to changes in the types and amounts of surety bonds that are required. Surety bond issuers and holders may not continue to renew the bonds or
may demand higher fees, additional collateral, including letters of credit or other terms less favorable to us upon those renewals. We are also subject to increases in
the amount of surety bonds required by federal and state laws as these laws, or interpretations of these laws, change. Because we are required to have these bonds
in place, our failure to maintain (or inability to acquire) these bonds could have an adverse impact on us. That failure could result from a variety of factors,
including lack of availability, higher expense or unfavorable market terms of new bonds; restrictions on availability of collateral for current and future third-party
surety bond issuers under the terms of future indebtedness; our inability to meet certain financial tests with respect to a portion of the reclamation bonds; and the
exercise by third-party surety bond issuers of their right to refuse to renew or issue new bonds.

Our coal logistics business is subject to operating risks, some of which are beyond our control, that could result in a material increase in our

operating expenses.

Factors beyond our control could disrupt our coal logistics operations, adversely affect our ability to service the needs of our customers, and increase our

operating costs, all of which could have a material adverse effect on our results of operations. Such factors could include:

•

geological, hydrologic, or other conditions that may cause damage to infrastructure or personnel;

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;

possible legal challenges to the renewal of key permits, which may lead to their renewal on terms that restrict our terminalling operations, or impose
additional costs on our operations.

If any of these conditions or events occur, our coal logistics operations may be disrupted, operating costs could increase significantly, and we could incur
substantial losses in this business segment. Disruptions in our coal logistics operations could seriously and adversely affect our financial condition, or results of
operations.

Deterioration in the global economic conditions in any of the industries in which our customers operate, or sustained uncertainty in financial

markets, may have adverse impacts on our business and financial condition that we currently cannot predict.

Economic conditions in a number of industries in which our customers operate, such as electric power generation and steel making, have substantially

deteriorated in recent years and reduced the demand for coal. Factors that could materially impact our business include:

•

demand for electricity in the U.S. and globally is impacted by industrial production, which if weakened would negatively impact the revenues,
margins and profitability of our coal logistics business;

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•

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.

Our acquisition of Convent Marine Terminal could expose us to potential significant liabilities. If the Convent Marine Terminal acquisition does not

perform as expected, our future financial performance may be negatively impacted.

On August 12, 2015, we acquired all of the equity interests of Raven Energy LLC (“Raven”), the entity that currently owns the CMT. Since we purchased
the equity interests of Raven, rather than just its assets, we also acquired the liabilities of Raven, except for certain liabilities as outlined in the Purchase
Agreement, including unknown and contingent liabilities. We have performed due diligence in connection with the CMT acquisition and attempted to verify the
representations of the sellers and of management. However, there may be contemplated or contingent claims against Raven related to environmental, title,
regulatory, litigation or other matters of which we are currently unaware. Although the former owners of Raven agreed to indemnify us on a limited basis against
some of these liabilities, certain of these indemnification obligations will expire two years after the date the acquisition closed without any claims having been
asserted by us. Accordingly, there is a risk that we ultimately could be liable for unknown obligations of Raven, which could materially adversely affect our
operations and financial condition.

In addition, the Convent Marine Terminal is located in the Gulf Coast region, and its operations are subject to operational hazards and unforeseen
interruptions, including interruptions from hurricanes or floods, which have historically impacted the region with some regularity. If any of these events were to
occur, we could incur substantial losses because of personal injury or loss of life, severe damage to and destruction of property and equipment, and pollution or
other environmental damage resulting in curtailment or suspension of our related operations. Additionally, CMT operations may be affected by the impacts of
additional regulation on the mining of all types of coal and use of thermal coal for fuel in export markets, which is limiting demand in some markets and may
reduce the volumes of coal that our terminals manage.

Risks Inherent in an Investment in Us

Our credit facilities and the indenture governing our senior notes each contains restrictions and financial covenants that may restrict our business

and financing activities.

Our credit facilities and the indenture governing our senior notes contain, and any other future financing agreements that we may enter into will likely
contain, operating and financial restrictions and covenants that may restrict our ability to finance future operations or capital needs, to engage in, expand or pursue
our business activities or to make distributions to our unitholders.

Our ability to comply with any such restrictions and covenants is uncertain and will be affected by the levels of cash flow from our operations and events
or circumstances beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we violate
any of the restrictions, covenants, ratios or tests in our credit facilities or the indenture, a significant portion of our indebtedness may become immediately due and
payable and our lenders’ commitment to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these
accelerated payments.

Restrictions in the agreements governing our indebtedness and other factors could limit our ability to make distributions to our unitholders.

The indenture governing the senior notes and our credit facilities prohibit us from making distributions to unitholders if certain defaults exist, subject to
certain exceptions. In addition, both the indenture and the credit facilities contain additional restrictions limiting our ability to pay distributions to unitholders.
Accordingly, we may be restricted by our debt agreements from distributing all of our available cash to our unitholders. Please read “Part II. Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.” Declaration and payment of future
distributions to unitholders will depend upon several factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and
contractual restrictions applying to the payment of such distributions, and such other considerations that the Board of Directors of our general partner deems
relevant.

Our level of indebtedness may increase, reducing our financial flexibility.

In the future, we may incur significant indebtedness in order to make future acquisitions or to develop or expand our facilities. Our level of indebtedness

could affect our operations in several ways, including the following:

•

a significant portion of our cash flows could be used to service our indebtedness;

a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

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•

the covenants contained in the agreements governing our outstanding indebtedness will limit our ability to borrow additional funds, dispose of assets,
pay distributions and make certain investments;

a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged, and therefore may be able to
take advantage of opportunities that our indebtedness would prevent us from pursuing;

our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and our industry; and

a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions,
distributions or for general corporate or other purposes.

A high level of indebtedness increases the risk that we may default on our debt obligations. Our ability to meet our debt obligations and to reduce our
level of indebtedness depends on our future performance. General economic conditions and financial, business and other factors affect our operations and our
future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future
working capital, borrowings or equity financing may not be available to pay or refinance such debt. Factors that will affect our ability to raise cash through an
offering of our units or a refinancing of our debt include financial market conditions, the value of our assets and our performance at the time we need capital.

Our sponsor owns and controls our general partner, which has sole responsibility for conducting our business and managing our operations. Our
general partner and its affiliates, including our sponsor, have conflicts of interest with us and may favor their own interests to the detriment of us and our
unitholders.

Our sponsor owns and controls our general partner and appoints the directors of our general partner. Although our general partner has a duty to manage us
in a manner it believes to be in our best interests, the executive officers and directors of our general partner have a fiduciary duty to manage our general partner in a
manner beneficial to our sponsor. Therefore, conflicts of interest may arise between our sponsor or any of its affiliates, including our general partner, on the one
hand, and us or any of our unitholders, on the other hand. In resolving these conflicts of interest, our general partner may favor its own interests and the interests of
its affiliates over the interests of our common unitholders. These conflicts include the following situations, among others:

•

our general partner is allowed to take into account the interests of parties other than us, such as our sponsor, in exercising certain rights under our
partnership agreement, which has the effect of limiting its duty to our unitholders;

neither our partnership agreement nor any other agreement requires our sponsor to pursue a business strategy that favors us;

our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its
duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might
constitute breaches of fiduciary duty;

except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval;

our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and the
level of reserves, each of which can affect the amount of cash that is distributed to our unitholders;

our general partner determines the amount and timing of any capital expenditure and whether a capital expenditure is classified as an ongoing capital
expenditure, which reduces operating surplus, or a replacement capital expenditure, which does not reduce operating surplus. This determination can
affect the amount of cash that is distributed to our unitholders which, in turn, may affect the ability of the subordinated units to convert;

our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing
is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period;

our partnership agreement permits us to distribute up to $26.5 million as operating surplus, even if it is generated from asset sales, non-working
capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated
units or the incentive distribution rights;

our general partner determines which costs incurred by it and its affiliates are reimbursable by us;

our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering
into additional contractual arrangements with its affiliates on our behalf;

our general partner intends to limit its liability regarding our contractual and other obligations;

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•

our general partner may exercise its right to call and purchase common units if it and its affiliates own more than 80 percent of the common units;

our general partner controls the enforcement of obligations that it and its affiliates owe to us;

our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and

our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our
general partner’s incentive distribution rights without the approval of the conflicts committee of the Board of Directors of our general partner or the
unitholders. This election may result in lower distributions to the common unitholders in certain situations.

In addition, we may compete directly with our sponsor for acquisition opportunities. Please read “Our sponsor and other affiliates of our general partner

may compete with us.”

We expect to distribute substantially all of our available cash, which could limit our ability to grow and make acquisitions.

We expect that we will distribute substantially all of our available cash to our unitholders and will rely primarily upon external financing sources,
including commercial bank borrowings and the issuance of debt and equity securities, to fund our acquisitions and expansion capital expenditures. As a result, to
the extent we are unable to finance growth externally, our cash distribution policy will significantly impair our ability to grow.

In addition, because we distribute substantially all of our available cash, we may not grow as quickly as businesses that reinvest their cash to expand
ongoing operations. To the extent we issue additional units in connection with any acquisitions or expansion capital expenditures, the payment of distributions on
those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level. There are no limitations in our partnership
agreement on our ability to issue additional units, including units ranking senior to the common units. The incurrence of additional commercial borrowings or other
debt to finance our growth strategy would result in increased interest expense, which, in turn, may impact the cash that we have available to distribute to our
unitholders.

Our preferential right over our sponsor to pursue certain growth opportunities and our right of first offer to acquire certain of our sponsor’s assets

are subject to risks and uncertainties, and ultimately we may not pursue those opportunities or acquire any of those assets.

Our omnibus agreement provides us with preferential rights to pursue certain growth opportunities in the U.S. and Canada identified by our sponsor and a
right of first offer to acquire certain of our sponsor’s cokemaking assets located in the U.S. and Canada for so long as our sponsor or its controlled affiliate controls
our general partner. The consummation and timing of any future acquisitions of such assets will depend upon, among other things, our sponsor’s ability to identify
such growth opportunities, our sponsor’s willingness to offer such assets for sale, our ability to negotiate acceptable customer contracts and other agreements with
respect to such assets and our ability to obtain financing on acceptable terms. We can offer no assurance that we will be able to successfully consummate any
future acquisitions pursuant to our rights under the omnibus agreement, and our sponsor is under no obligation to identify growth opportunities or to sell any assets
that would be subject to our right of first offer. For these or a variety of other reasons, we may decide not to exercise our preferential right to pursue growth
opportunities or our right of first offer when any opportunities are identified or assets are offered for sale, and our decision will not be subject to unitholder
approval. Please read “Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence-Agreements with Affiliates-Omnibus
Agreement.”

Our partnership agreement contains provisions that eliminate and replace the fiduciary duty standards to which our general partner otherwise would

be held by state law.

Our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our
general partner, or otherwise free of fiduciary duties to us and our unitholders. This entitles our general partner to consider only the interests and factors that it
desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our limited partners. Examples
of decisions that our general partner may make in its individual capacity include:

•

how to allocate business opportunities among us and its affiliates;

whether to exercise its call right;

how to exercise its voting rights with respect to the units it owns;

whether to exercise its registration rights;

whether to elect to reset target distribution levels; and

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•

whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement.

By purchasing a common unit, a unitholder is treated as having consented to the provisions in the partnership agreement, including the provisions

discussed above.

Our partnership agreement restricts the remedies available to our unitholders for actions taken by our general partner that might otherwise constitute

breaches of fiduciary duty.

Our partnership agreement provides that:

•

whenever our general partner makes a determination or takes, or declines to take, any action in its capacity as our general partner, it must do so in
good faith, and will not be subject to any other standard imposed by our partnership agreement, or any law, rule or regulation, or at equity;

our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in
good faith, meaning that it believed that the decision was in the best interest of our partnership;

our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or
omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner
or its officers and directors, as the case may be, acted in bad faith or, in the case of a criminal matter, acted with knowledge that the conduct was
criminal; and

our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our limited partners if a transaction
with an affiliate, or the resolution of a conflict of interest, is:

◦

approved by the conflicts committee of the Board of Directors of our general partner, although our general partner is not obligated to seek such
approval; or

approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its
affiliates.

In connection with a situation involving a transaction with an affiliate or a conflict of interest, any determination by our general partner must be made in
good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our common unitholders or the conflicts committee then it will be
presumed that, in making its decision, taking any action or failing to act, the Board of Directors acted in good faith, and in any proceeding brought by or on behalf
of any limited partner or the partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

Our sponsor and other affiliates of our general partner may compete with us.

Pursuant to the terms of our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to our general partner
or any of its affiliates, including its executive officers and directors and our sponsor. Except as described under “Part III. Item 13. Certain Relationships and
Related Transactions, and Director Independence-Agreements Entered Into with Affiliates in Connection with our Initial Public Offering-Omnibus Agreement.”
any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for us will not have any
duty to communicate or offer such opportunity to us. Any such person or entity will not be liable to us or to any limited partner for breach of any fiduciary duty or
other duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or
does not communicate such opportunity or information to us. This may create actual and potential conflicts of interest between us and affiliates of our general
partner and result in less than favorable treatment of us and our unitholders.

Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to its
incentive distribution rights, without the approval of the conflicts committee of its Board of Directors or the holders of our common units. This could result in
lower distributions to holders of our common units.

Our general partner has the right, as the initial holder of our incentive distribution rights, at any time when there are no subordinated units outstanding and
it has received incentive distributions at the highest level to which it is entitled (48.0 percent) for the prior four consecutive fiscal quarters, to reset the initial target
distribution levels at higher levels based on our distributions at the time of the exercise of the reset election. Following a reset election by our general partner, the
minimum quarterly distribution will be adjusted to equal the reset minimum quarterly distribution and the target distribution levels will be reset to correspondingly
higher levels based on percentage increases above the reset minimum quarterly distribution.

If our general partner elects to reset the target distribution levels, it will be entitled to receive a number of common units. The number of common units to
be issued to our general partner will equal the number of common units that would have entitled the holder to an aggregate quarterly cash distribution in the two-
quarter period prior to the reset election equal to the distribution to our general partner on the incentive distribution rights in the quarter prior to the reset election.
Our general partner’s general

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partner interest in us (currently 2.0 percent) will be maintained at the percentage that existed immediately prior to the reset election. We anticipate that our general
partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per
common unit without such conversion. It is possible, however, that our general partner could exercise this reset election at a time when it is experiencing, or
expects to experience, declines in the cash distributions it receives related to its incentive distribution rights and may, therefore, desire to be issued common units
rather than retain the right to receive incentive distributions based on the initial target distribution levels. This risk could be elevated if our incentive distribution
rights have been transferred to a third-party. As a result, a reset election may cause our common unitholders to experience a reduction in the amount of cash
distributions that our common unitholders would have otherwise received had we not issued new common units to our general partner in connection with resetting
the target distribution levels.

Holders of our common units have limited voting rights and are not entitled to appoint our general partner or its directors, which could reduce the

price at which our common units will trade.

Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited
ability to influence management’s decisions regarding our business. Unitholders will have no right on an annual or ongoing basis to appoint our general partner or
its Board of Directors. The Board of Directors of our general partner, including the independent directors, is chosen entirely by our sponsor, as a result of it owning
our general partner, and not by our unitholders. Unlike publicly-traded corporations, we will not conduct annual meetings of our unitholders to appoint directors or
conduct other matters routinely conducted at annual meetings of stockholders of corporations.

Even if holders of our common units are dissatisfied, they cannot initially remove our general partner without its consent.

If our unitholders are dissatisfied with the performance of our general partner, they will have limited ability to remove our general partner. Unitholders
initially will be unable to remove our general partner without its consent because our general partner and its affiliates will own sufficient units to be able to prevent
its removal. The vote of the holders of at least 66 2 /3 percent of all outstanding common and subordinated units voting together as a single class is required to
remove our general partner. Our sponsor currently owns an aggregate of 55.9 percent of our outstanding units. Also, if our general partner is removed without
cause during the subordination period and no units held by the holders of the subordinated units or their affiliates are voted in favor of that removal, all remaining
subordinated units will automatically be converted into common units and any existing arrearages on the common units will be extinguished. Cause is narrowly
defined in our partnership agreement to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding our general partner liable
for actual fraud or willful or wanton misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor management of the
business.

Our general partner interest or the control of our general partner may be transferred to a third-party without unitholder consent.

Our general partner may transfer its general partner interest to a third-party in a merger or in a sale of all or substantially all of its assets without the
consent of our unitholders. Furthermore, our partnership agreement does not restrict the ability of the members of our general partner to transfer their respective
membership interests in our general partner to a third-party. The new members of our general partner would then be in a position to replace the Board of Directors
and executive officers of our general partner with their own designees and thereby exert significant control over the decisions taken by the Board of Directors and
executive officers of our general partner. This effectively permits a “change of control” without the vote or consent of the unitholders.

The incentive distribution rights held by our general partner, or indirectly held by our sponsor, may be transferred to a third-party without unitholder

consent.

Our general partner or our sponsor may transfer the incentive distribution rights to a third-party at any time without the consent of our unitholders. If our
sponsor transfers the incentive distribution rights to a third-party but retains its ownership interest in our general partner, our general partner may not have the same
incentive to grow our partnership and increase quarterly distributions to unitholders over time as it would if our sponsor had retained ownership of the incentive
distribution rights. For example, a transfer of incentive distribution rights by our sponsor could reduce the likelihood of our sponsor accepting offers made by us
relating to assets owned by it, as it would have less of an economic incentive to grow our business, which in turn would impact our ability to grow our asset base.

Our general partner has a call right that may require unitholders to sell their common units at an undesirable time or price.

If at any time our general partner and its affiliates own more than 80 percent of the common units, our general partner will have the right, but not the
obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price equal
to the greater of (1) the average of the daily closing price of the common units over the 20 trading days preceding the date three days before notice of exercise of
the call right is first mailed and (2) the highest per-unit price paid by our general partner or any of its affiliates for common units during the 90-day period
preceding the date such notice is first mailed. As a result, unitholders may be required to sell their common units at an undesirable time or

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price and may receive no return or a negative return on their investment. Unitholders may also incur a tax liability upon a sale of their units. Our general partner is
not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon exercise of the limited call right. There is no
restriction in our partnership agreement that prevents our general partner from issuing additional common units and exercising its call right. If our general partner
exercised its limited call right, the effect would be to take us private and, if the units were subsequently deregistered, we would no longer be subject to the
reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act. Upon consummation of our IPO, our sponsor owned an aggregate of 57.0
percent of our common and subordinated units. At the end of the subordination period, assuming no additional issuances of units (other than upon the conversion
of the subordinated units), our sponsor will own 57.0 percent of our common units.

We may issue additional units without unitholder approval, which would dilute existing unitholder ownership interests.

Our partnership agreement does not limit the number of additional limited partner interests we may issue at any time without the approval of our

unitholders. The issuance of additional common units or other equity interests of equal or senior rank will have the following effects:

•

our existing unitholders’ proportionate ownership interest in us will decrease;

the amount of earnings per unit may decrease;

because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly
distribution will be borne by our common unitholders will increase;

the ratio of taxable income to distributions may increase;

the relative voting strength of each previously outstanding unit may be diminished; and

the market price of the common units may decline.

There are no limitations in our partnership agreement on our ability to issue units ranking senior to the common units.

In accordance with Delaware law and the provisions of our partnership agreement, we may issue additional partnership interests that are senior to the
common units in right of distribution, liquidation and voting. The issuance by us of units of senior rank may reduce or eliminate the amounts available for
distribution to our common unitholders, diminish the relative voting strength of the total common units outstanding as a class, or subordinate the claims of the
common unitholders to our assets in the event of our liquidation.

The market price of our common units could be adversely affected by sales of substantial amounts of our common units in the public or private

markets, including sales by our sponsor or other large holders.

Sales by our sponsor or other large holders of a substantial number of our common units in the public markets, or the perception that such sales might
occur, could have a material adverse effect on the price of our common units or could impair our ability to obtain capital through an offering of equity securities. In
addition, we have provided registration rights to our sponsor. Under our agreement, our general partner and its affiliates have registration rights relating to the offer
and sale of any units that they hold, subject to certain limitations.

Our partnership agreement restricts the voting rights of unitholders owning 20 percent or more of our common units.

Our partnership agreement restricts unitholders’ voting rights by providing that any units held by a person or group that owns 20 percent or more of any
class of units then outstanding, other than our general partner and its affiliates, their transferees and persons who acquired such units with the prior approval of the
Board of Directors of our general partner, cannot vote on any matter.

Cost reimbursements due to our general partner and its affiliates for services provided to us or on our behalf will reduce our earnings and therefore

our ability to distribute cash to our unitholders. The amount and timing of such reimbursements will be determined by our general partner.

Prior to making any distribution on the common units, we will reimburse our general partner and its affiliates for all expenses they incur and payments
they make on our behalf. Our partnership agreement does not set a limit on the amount of expenses for which our general partner and its affiliates may be
reimbursed. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and
expenses allocated to our general partner by its affiliates. Our partnership agreement provides that our general partner will determine in good faith the expenses
that are allocable to us. The reimbursement of expenses and payment of fees, if any, to our general partner and its affiliates will reduce our earnings and therefore
our ability to distribute cash to our unitholders. Please read “Part II. Item 5. The Partnership's Distribution Policy”

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The amount of estimated replacement capital expenditures our general partner is required to deduct from operating surplus each quarter could

increase in the future, resulting in a decrease in available cash from operating surplus that could be distributed to our unitholders.

Our partnership agreement requires our general partner to deduct from operating surplus each quarter estimated replacement capital expenditures as
opposed to actual replacement capital expenditures in order to reduce disparities in operating surplus caused by fluctuating replacement capital expenditures, which
are capital expenditures required to replace our major capital assets. The amount of annual estimated replacement capital expenditures for purposes of calculating
operating surplus is based upon our current estimates of the reasonable expenditures we will be required to make in the future to replace our major capital assets,
including all or a major portion of a plant or other facility, at the end of their working lives. Our partnership agreement does not cap the amount of estimated
replacement capital expenditures that our general partner may designate. The amount of our estimated replacement capital expenditures may be more than our
actual replacement capital expenditures, which will reduce the amount of available cash from operating surplus that we would otherwise have available for
distribution to unitholders. The amount of estimated replacement capital expenditures deducted from operating surplus is subject to review and change by the
Board of Directors of our general partner at least once a year, with any change approved by the conflicts committee.

The amount of cash we have available for distribution to holders of our units depends primarily on our cash flow and not solely on profitability,

which may prevent us from making cash distributions during periods when we record net income.

The amount of cash we have available for distribution depends primarily upon our cash flow, including cash flow from reserves and working capital or
other borrowings, and not solely on profitability, which will be affected by non-cash items. As a result, we may pay cash distributions during periods when we
record net losses for financial accounting purposes and may not pay cash distributions during periods when we record net income.

Unitholder liability may not be limited if a court finds that unitholder action constitutes control of our business.

A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the
partnership that are expressly made without recourse to the general partner. Our partnership is organized under Delaware law, and we conduct business in Ohio.
The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some
jurisdictions. You could be liable for our obligations as if you were a general partner if a court or government agency were to determine that:

•

we were conducting business in a state but had not complied with that particular state’s partnership statute; or

your right to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take
other actions under our partnership agreement constitute “control” of our business.

Unitholders may have liability to repay distributions and in certain circumstances may be personally liable for the obligations of the partnership.

Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware
Revised Uniform Limited Partnership Act, or the Delaware Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities to
exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of the impermissible distribution, limited partners who
received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution
amount. Liabilities to partners on account of their partnership interests and liabilities that are non-recourse to the partnership are not counted for purposes of
determining whether a distribution is permitted.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to

accounting standards and disclosure about our executive compensation, that apply to other public companies.

The Jumpstart Our Business Startups Act (" JOBS Act "), signed into law in April 2012, relaxes certain reporting requirements for emerging growth

companies like us. For as long as we are an emerging growth company, which may be up to five full fiscal years, we will not be required to, among other things:

•

provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting
pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002

comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm
rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the
financial statements of the issuer,

comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise,

provide certain disclosure regarding executive compensation required of larger public companies; or

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•

hold unitholder advisory votes on executive compensation.

We are choosing to “opt out” of the extended transition period for complying with new or revised accounting standards, and as a result, we will comply
with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107
of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common units less attractive to

investors.

We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain temporary exemptions from various reporting
requirements that are applicable to other public companies that are not “emerging growth companies” including but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our common units less attractive if we
rely on this exemption. If some investors find our common units less attractive as a result, there may be a less active trading market for our common units and our
common unit price may be more volatile.

Our sponsor has a limited operating history as a separate public company, and its historical financial information is not necessarily representative of

the results that it would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

Our financial statements have been prepared by carving out from the financial statements of our sponsor the financial statements relating to our interest in
the entities that own certain of our sponsor’s cokemaking facilities. Our sponsor’s historical financial information for the periods ended prior to our sponsor’s
separation from Sunoco, Inc., is derived from the combined and consolidated financial statements and accounting records of Sunoco. Accordingly, the historical
financial information of the Predecessor do not necessarily reflect the results of operations, financial position and cash flows that we or our sponsor would have
achieved if our sponsor had been a separate, publicly-traded company during the periods presented or those that we will achieve in the future.

If we fail to maintain effective internal control over financial reporting, our ability to accurately report our financial results could be adversely

affected.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes Oxley Act of 2002, which require our management
to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control
over financial reporting. To comply with the requirements of being a publicly-traded partnership, we will need to implement additional internal controls, reporting
systems and procedures and hire additional accounting, finance and legal staff. Furthermore, we are not required to have our independent registered public
accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an emerging growth company within
the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the
effectiveness of our internal controls until our annual report for the fiscal year ending December 31, 2017. Once it is required to do so, our independent registered
public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or
reviewed.

If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent
fraud. As a result, current and potential unitholders could lose confidence in our financial reporting, which would harm our business and the trading price of
our units.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we
cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be certain that our efforts to develop
and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or
that we will be able to comply with our obligations under Section 404 of the Sarbanes Oxley Act of 2002. Any failure to develop or maintain effective internal
controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting
obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative
effect on the trading price of our units.

The New York Stock Exchange, or NYSE, does not require a publicly-traded partnership like us to comply with certain of its corporate governance

requirements.

Because we are a publicly-traded partnership, the NYSE will not require that we have a majority of independent directors on our general partner’s Board
of Directors or compensation and nominating and corporate governance committees. Accordingly, unitholders will not have the same protections afforded to
certain corporations that are subject to all of the NYSE corporate governance requirements.

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Tax Risks to Common Unitholders

Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of
entity-level taxation by individual states. If the IRS were to treat us as a corporation for federal income tax purposes or we were to become subject to material
additional amounts of entity-level taxation for state tax purposes, then our ability to distribute cash to you could be substantially reduced.

The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for federal income
tax purposes. Despite the fact that we are organized as a limited partnership under Delaware law, a partnership such as ours would be treated as a corporation for
federal income tax purposes unless more than 90 percent of our income is from certain specified sources (the "Qualifying Income Exception").

On May 5, 2015, the U.S. Treasury Department (the “Treasury Department”) and the Internal Revenue Service (the “IRS”) issued proposed regulations
(the “Proposed Regulations”) regarding the application of the Qualifying Income Exception to minerals and natural resources. On June 16, 2015, we submitted a
comment letter requesting the IRS change the manner in which the Proposed Regulations define processing ores and minerals. While we believe that our
cokemaking activities are largely consistent with the Proposed Regulations, we believe that the regulations should be clarified in order to eliminate any uncertainty
with respect to our status as a partnership for U.S. federal income tax purposes.

Although we do not believe, based upon our current operations and language of the Proposed Regulations, that we will be treated as a corporation for U.S.

Because the income earned by our process steam and power generation subsidiaries may not satisfy the Qualifying Income Exception, if the income
generated by these subsidiaries increases as a percentage of our total gross income, such that we are at risk of exceeding the amount of non-qualifying income we
can earn and still be classified as a partnership for federal tax purposes (10 percent of our gross income each year), we may file an election to have one or both of
these subsidiaries treated as a corporation for U.S. federal income tax purposes which would result in the subsidiaries becoming taxable entities.

The IRS may adopt positions that differ from the ones we have taken. A successful IRS contest of the federal income tax positions we take may impact
adversely the market for our common units, and the costs of any IRS contest could reduce our cash available for distribution to unitholders, including our sponsor.
If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is
currently a maximum of 35 percent, and would likely pay state income tax at varying rates. Distributions to you would generally be taxed again as corporate
distributions, and no income, gains, losses, deductions or credits recognized by us would flow through to you. Because tax would be imposed upon us as a
corporation, our after tax earnings and therefore our ability to distribute cash to you would be substantially reduced. Therefore, treatment of us as a corporation
would result in a material reduction in the anticipated cash flow and after-tax return to the unitholders, likely causing a substantial reduction in the value of our
common units.

Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a
corporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount and the
target distribution amounts may be adjusted to reflect the impact of that law on us.

The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative

changes and differing interpretations, possibly on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by

administrative, legislative or judicial changes or differing interpretations at any time. For example, the Obama administration’s budget proposal for fiscal year
2016 recommends that certain publicly traded partnerships earning income from activities related to fossil fuels be taxed as corporations beginning in 2021. From
time to time, members of Congress propose and consider such substantive changes to the existing federal income tax laws that affect publicly traded partnerships.
If successful, the Obama administration’s proposal or other similar proposals could eliminate the qualifying income exception to the treatment of all publicly
traded partnerships as corporations upon which we rely for our treatment as a partnership for U.S. federal income tax purposes. In addition, as discussed above, the
Internal Revenue Service, on May 5, 2015, issued proposed regulations concerning which activities give rise to qualifying income within the meaning of Section
7704 of the Internal Revenue Code.

Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for us to meet the

exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any of these
changes or other proposals will ultimately be enacted. Any such changes could negatively impact the value of an investment in our common units.

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You will be required to pay taxes on your share of our income even if you do not receive any cash distributions from us.

Because our unitholders will be treated as partners to whom we will allocate taxable income that could be different in amount than the cash we distribute,
you will be required to pay federal income taxes and, in some cases, state and local income taxes on your share of our taxable income whether or not you receive
cash distributions from us. You may not receive cash distributions from us equal to your share of our taxable income or even equal to the actual tax liability that
result from that income.

We anticipate engaging in transactions to reduce the Partnership’s indebtedness and manage our liquidity that generate taxable income (including
cancellation of indebtedness income) allocable to unitholders, and income tax liabilities arising therefrom may exceed the amount of cash distributions from
us, and/or the value of your investment in the Partnership.

In response to current market conditions, we anticipate engaging in transactions to reduce the Partnership’s indebtedness and manage our liquidity that

could result in income and gain to our unitholders without a corresponding cash distribution. Further, we anticipate pursuing opportunities to reduce our existing
debt that could result in “cancellation of indebtedness income” (also referred to as “COD income”) being allocated to our unitholders as ordinary taxable income.
Unitholders may be allocated COD income, and the income tax liabilities arising therefrom may exceed the amount of cash distributions from us, and/or the value
of your investment in the Partnership.

Entities taxed as corporations may have net operating losses to offset COD income or may otherwise qualify for an exception to the recognition of COD
income, such as the bankruptcy or insolvency exceptions. In the case of partnerships like ours, however, these exceptions are not available to the partnership and
are only available to a unitholder if the unitholder itself is insolvent or in bankruptcy. As a result, these exceptions generally would not apply to prevent the
taxation of COD income allocated to our unitholders. The ultimate tax effect of any such income allocations will depend on the unitholder's individual tax
position, including, for example, the availability of any suspended passive losses that may offset some portion of the allocable COD income. Unitholders may,
however, be allocated substantial amounts of ordinary income subject to taxation, without any ability to offset such allocated income against any capital losses
attributable to the unitholder’s ultimate disposition of its units. Unitholders are encouraged to consult their tax advisors with respect to the consequences to them of
COD income.

The sale or exchange of 50 percent or more of our capital and profits interests during any twelve-month period will result in the termination of our

partnership for federal income tax purposes.

We will be considered to have terminated as a partnership for federal income tax purposes if there is a sale or exchange of 50 percent or more of the total
interests in our capital and profits within a twelve-month period. Our sponsor directly and indirectly owns more than 50 percent of the total interests in our capital
and profits. Therefore, a transfer by our sponsor of all or a portion of its interests in us could result in a termination of us as a partnership for federal income tax
purposes. Our termination would, among other things, result in the closing of our taxable year for all unitholders and could result in a deferral of depreciation
deductions allowable in computing our taxable income. In the case of a unitholder reporting on a taxable year other than the calendar year, the closing of our
taxable year may also result in more than twelve months of our taxable income or loss being includable in his taxable income for the year of termination. Our
termination currently would not affect our classification as a partnership for federal income tax purposes, but instead, after our termination we would be treated as
a new partnership for federal income tax purposes. If treated as a new partnership, we must make new tax elections and could be subject to penalties if we are
unable to determine that a termination occurred.

Tax gain or loss on the disposition of our common units could be more or less than expected.

If you sell your common units, you will recognize a gain or loss equal to the difference between the amount realized and your tax basis in those common
units. Because distributions in excess of your allocable share of our net taxable income result in a decrease in your tax basis in your common units, the amount, if
any, of such prior excess distributions with respect to the units you sell will, in effect, become taxable income to you if you sell such units at a price greater than
your tax basis in those units, even if the price you receive is less than your original cost. Furthermore, a substantial portion of the amount realized, whether or not
representing gain, may be taxed as ordinary income due to potential recapture of depreciation deductions and certain other items. In addition, because the amount
realized includes a unitholder’s share of our liabilities, if you sell your units, you may incur a tax liability in excess of the amount of cash you receive from the sale.

Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

Investments in common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts, or IRAs, and non-U.S. persons
raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from federal income tax, including IRAs and other
retirement plans, will be unrelated business taxable income and will be taxable to them. Distributions to non-U.S. persons will be reduced by withholding taxes,
and non-U.S. persons will

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be required to file federal tax returns and pay tax on their shares of our taxable income. If you are a tax-exempt entity or a non-U.S. person, you should consult
your tax advisor before investing in our common units.

If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS
contest will reduce our earnings and therefore our ability to distribute cash to you. Recently enacted legislation alters the procedures for assessing and
collecting taxes due for taxable years beginning after December 31, 2017, in a manner that could substantially reduce cash available for distribution to you.

The IRS may adopt positions that differ from the positions we take. It may be necessary to resort to administrative or court proceedings to sustain some or
all of the positions we take. A court may not agree with some or all of the positions we take. Any contest by the IRS may materially and adversely impact the
market for our common units and the price at which they trade. Our costs of any contest by the IRS will be borne indirectly by our unitholders and our general
partner because the costs will reduce our earnings and therefore our ability to distribute cash.

Recently enacted legislation applicable to us for taxable years beginning after December 31, 2017 alters the procedures for auditing large partnerships and
also alters the procedures for assessing and collecting taxes due (including applicable penalties and interest) as a result of an audit. Unless we are eligible to (and
choose to) elect to issue revised Schedules K-1 to our partners with respect to an audited and adjusted return, the IRS may assess and collect taxes (including any
applicable penalties and interest) directly from us in the year in which the audit is completed under the new rules. If we are required to pay taxes, penalties and
interest as the result of audit adjustments, cash available for distribution to our unitholders may be substantially reduced. In addition, because payment would be
due for the taxable year in which the audit is completed, unitholders during that taxable year would bear the expense of the adjustment even if they were not
unitholders during the audited taxable year.

We will treat each purchaser of our common units as having the same tax benefits without regard to the actual common units purchased. The IRS

may challenge this treatment, which could adversely affect the value of the common units.

Because we cannot match transferors and transferees of common units, we will adopt depreciation and amortization positions that may not conform to all
aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to you. It also
could affect the timing of these tax benefits or the amount of gain from your sale of common units and could have a negative impact on the value of our common
units or result in audit adjustments to your tax returns.

We will prorate our items of income, gain, loss and deduction between transferors and transferees of our units based upon the ownership of our units
on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change
the allocation of items of income, gain, loss and deduction among our unitholders.

We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units based upon the ownership of
our common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. Nonetheless, we allocate certain
deductions for depreciation of capital additions based upon the date the underlying property is placed in service. The U.S. Department of the Treasury recently
adopted final Treasury Regulations allowing a similar monthly simplifying convention for taxable years beginning on or after August 3, 2015. However, such
regulations do not specifically authorize the use of the proration method we adopted for our 2015 taxable year and may not specifically authorize all aspects of our
proration method thereafter. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and
deduction among unitholders.

A unitholder whose common units are the subject of a securities loan (e.g., a loan to a “short seller” to cover a short sale of common units) may be
considered as having disposed of those common units. If so, he would no longer be treated for tax purposes as a partner with respect to those common units
during the period of the loan and may recognize gain or loss from the disposition.

Because there is no tax concept of loaning a partnership interest, a unitholder whose common units are the subject of a securities loan may be considered
as having disposed of the loaned units. In that case, he may no longer be treated for tax purposes as a partner with respect to those common units during the period
of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan, any of our income, gain,
loss or deduction with respect to those common units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those
common units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to
a short seller should modify any applicable brokerage account agreements to prohibit their brokers from borrowing their common units.

Unitholders will likely be subject to state and local taxes and return filing requirements in states where you do not live as a result of investing in our

common units.

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In addition to federal income taxes, you will likely be subject to other taxes in the states in which we own assets and conduct business, including state and
local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or
own property now or in the future, even if you do not live in any of those jurisdictions. Further, you may be subject to penalties for failure to comply with those
requirements. We currently own assets and conduct business in Ohio, Illinois, Indiana, Virginia, and West Virginia. As we make acquisitions or expand our
business, we may own assets or conduct business in additional states or foreign jurisdictions that impose a personal income tax. It is your responsibility to file all
U.S. federal, foreign, state and local tax returns.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

We own the following real property:

•

Approximately 400 acres in Franklin Furnace (Scioto County), Ohio, on which the Haverhill cokemaking facility (both first and second phases) is
located.

Approximately 250 acres in Middletown (Butler County), Ohio near AK Steel’s Middletown Works facility, on which the Middletown cokemaking
facility 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 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 mixing and handling services along the Ohio and Big Sandy Rivers.

Approximately 174 acres in Convent (St. James Parish), Louisiana, on which Convent Marine Terminal is located.

We lease the following real property:

•

Approximately 45 acres of land located in East Chicago (Lake County), Indiana, through a sublease from SunCoke to Lake Terminal for the coal
handling and mixing facilities that service SunCoke's Indiana Harbor cokemaking facility. The leased property is inside ArcelorMittal’s Indiana
Harbor Works facility and is part of an enterprise zone.

Approximately 25 acres in Belle (Kanawha County), West Virginia on which KRT has a coal terminal for its coal mixing and handling services along
the Kanawha River.

Item 3.

Legal Proceedings

The information presented in Note 15 to our combined and consolidated financial statements within this Annual Report on Form 10-K is incorporated

herein by reference.

Many legal and administrative proceedings are pending or may be brought against us arising out of our current and past operations, including matters
related to commercial and tax disputes, product liability, employment claims, personal injury claims, premises-liability claims, allegations of exposures to toxic
substances and general environmental claims. Although the ultimate outcome of these proceedings cannot be ascertained at this time, it is reasonably possible that
some of them could be resolved unfavorably to us. Our management believes that any liabilities that may arise from such matters would not be material in relation
to our business or our combined and consolidated financial position, results of operations or cash flows at December 31, 2015.

Item 4.

Mine Safety Disclosures

The information concerning mine safety violations and other regulatory matters that we are required to report in accordance with Section 1503(a) of the

Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 95.1 to this Annual Report on Form 10-K.

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PART II

Exhibit 99.1

Item 5.

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

Market for the Partnership’s Common Equity

The Partnership’s common units, representing limited partnership interests, were listed on the New York Stock Exchange under the symbol “SXCP”
beginning on January 18, 2013. Prior to that time, the Partnership’s equity securities were not traded on any public trading market. At the close of business on
February 12, 2016 , there were three holders of record of the Partnership’s common units. These holders of record consisted of Sun Coal & Coke LLC (which owns
100 percent of our general partner) with 9,705,999 of our common units registered in its name, Raven Energy Holdings, LLC with 4,847,287 and Cede & Co., a
clearing house for stock transactions, with 15,940,457 common units registered to it. The number of record holders does not include holders of shares in “street
name” or persons, partnerships, associations, corporations or other entities identified in security position listings maintained by depositories.

The high and low closing sales price ranges (composite transactions) and distributions declared by quarter for 2015 and 2014 were as follows:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

High

27.86 $

23.63 $

17.37 $

14.33 $

2015

Low

Distributions Earned (1)

High

2014

Low

19.20 $

16.83 $

10.30 $

5.16 $

0.57150 $

0.58250 $

0.59400 $

32.02 $

31.00 $

31.99 $

30.00 $

Distributions Earned (2)
0.50000

26.05 $

28.25 $

29.03 $

24.43 $

0.51500

0.52750

0.54080

(1) Distributions were declared in April 2015, July 2015, October 2015 and January 2016 and were or will be paid on or around the last day of May 2015,

August 2015, November 2015 and February 2016.

(2) Distributions were declared in April 2014, July 2014, October 2014 and January 2015 and were paid on or around the last day of May 2014, August 2014,

November 2014 and February 2015.

The Partnership has also issued 15,709,697 subordinated units, all of which are held by Sun Coal & Coke LLC, and for which there is no established

public trading market.

The Partnership's Distribution Policy

The Partnership distributes available cash on or about the last day of each of February, May, August and November to the holders of record of common

and subordinated units on or about the 15th day of each such month. Available cash is generally all cash on hand, less reserves established by the general partner in
its discretion. Our general partner has broad discretion to establish cash reserves that it determines are necessary or appropriate for the proper conduct of
Partnership’s business.

The Partnership will make minimum quarterly distributions of $0.41250 per common unit, to the extent there is sufficient cash from operations after

establishment of cash reserves and payment of fees and expenses, including payments to the general partner.

•

During the subordination period the Partnership will, in general, pay cash distributions each quarter in the following manner:

First, 98 percent to the holders of common units and 2 percent to the general partner, until each common unit has received a minimum quarterly
distribution of $0.41250 , plus any arrearages from prior quarters;

Second, 98 percent to the holders of subordinated units and 2 percent to the general partner, until each subordinated unit has received a minimum
quarterly distribution of $0.41250 ; and

Thereafter, in the manner described in the table below.

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The subordination period is generally defined as the period that ends on the first business day after we have earned and paid at least:

(1) $1.65 (the minimum quarterly distribution on an annualized basis) on each outstanding common unit and subordinated unit and the corresponding

distribution on our general partner’s 2 percent interest for each of three consecutive, non-overlapping four quarter periods ending on or after December
15, 2015, or

(2) $2.48 (150 percent of the annualized minimum quarterly distribution) on each outstanding common unit and subordinated unit and the corresponding

distributions on our general partner’s 2 percent interest and the related distribution on the incentive distribution rights for a four-quarter period ending on
or after December 31, 2013,

in each case provided there are no arrearages on our common units at that time. The subordination period also will end upon the removal of our general partner
other than for cause if no subordinated units or common units held by the holder(s) of subordinated units or their affiliates are voted in favor of that removal.

Our partnership agreement provides that, during the subordination period, the common units will have the right to receive distributions from operating

surplus each quarter in an amount equal to the minimum quarterly distribution of $0.41250 per common unit, plus any arrearages in the payment of the minimum
quarterly distribution on the common units from prior quarters, before any distributions from operating surplus may be made on the subordinated units. When the
subordination period ends, all subordinated units will convert into common units on a one-for-one basis, and all common units thereafter will no longer be entitled
to arrearages. After the subordination period, the Partnership will, in general, pay cash distributions each quarter in the following manner:

•

First, 98 percent to all unitholders, pro rata, and 2 percent to the general partner, until the Partnership distributes for each outstanding unit an amount
equal to the minimum quarterly distribution for that quarter; and

Thereafter, as described in the paragraph and table below.

As presented in the table below, if cash distributions exceed $0.474375 per unit in a quarter, the general partner will receive increasing percentages, up to
50 percent , of the cash distributed in excess of that amount. These distributions are referred to as “incentive distributions.” The amounts shown in the table below
under “Percentage of Distributions” are the percentage interests of the general partner and the unitholders in any available cash from operating surplus that is
distributed up to and including the corresponding amount in the column “Quarterly Distribution Amount per Unit,” until the available cash that is distributed
reaches the next target distribution level, if any. The percentage interests shown for the unitholders and the general partner for the minimum quarterly distribution
are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.

Minimum Quarterly Distribution

First Target Distribution

Second Target Distribution

Third Target Distribution

Thereafter

Percentage of Distributions

Quarterly Distribution Amount per Unit
$0.412500

Unitholders
98%

General Partner
2%

above $0.412500

above $0.474375

above $0.515625

up to $0.474375

up to $0.515625

up to $0.618750

above $0.618750

98%

85%

75%

50%

15%

25%

50%

In connection with the focus on creating greater liquidity to reduce debt at the Partnership, SunCoke intends, for each of the four fiscal quarters ending

December 31, 2016, to evaluate an incentive distribution rights giveback in the form of quarterly cash capital contributions to the Partnership. The amounts of such
quarterly capital contributions will be determined quarterly by SunCoke, and will be equal to all or a portion of the incentive distribution payments otherwise to be
received by SunCoke.

There is no guarantee that the Partnership will pay the minimum quarterly distribution on the common units in any quarter, and the Partnership will be
prohibited from making any distributions to unitholders if it would cause an event of default, or an event of default exists, under the credit facility or the senior
notes. See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” for further
discussion.

Performance Graph

The graph below compares the cumulative total return of a $100 investment in SunCoke Energy Partners, L.P.'s common units relative to the cumulative
total returns of a $100 investment in the Alerian Index and the customized peer group described below. This graph covers the period beginning with the date of our
initial public offering on January 18, 2013, through December 31, 2015, and assumes the reinvestment of dividends.

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The Alerian Index is a well-known index comprised of 50 prominent master limited partnerships that provides a perspective on the overall market

performance of master limited partnerships like us. In addition to the Alerian Index, the graph provides performance data for our customized peer group:

Our Fee-Based Gathering & Processing peer group is composed of the following five companies:

•

Antero Midstream Partners L.P.;

Cone Midstream Partners L.P.;

Crestwood Midstream Partners L.P.;

Enlink Midstream Partners L.P. (created from the merger of Crosstex Energy L.P. and Devon Energy Corp.); and

Rice Midstream Partners L.P. and Summit Midstream Partners L.P.

This group was selected for its similar growth and contract revenue models, and also was included in the stock performance graph in our Form 10-K for
the year ended December 31, 2014. On an annual basis, we consider the composition and appropriateness of our peer groups in view of industry and company
changes. In connection with this review, we determined that the above peer group provides appropriate comparisons to our performance.

* This graph covers the period beginning with the date of our initial public offering on January 24, 2013.

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Market Repurchases

On July 20, 2015, the Partnership's Board of Directors authorized a program for the Partnership to repurchase up to $50.0 million of its common units.

During the third quarter of 2015, the Partnership repurchased 633,776 common units at a cost of $10.0 million in the open market for an average price of $15.78
per unit. In October 2015, the Partnership repurchased 222,224 common units at a cost of $2.8 million in the open market for an average price of $12.44 , leaving
$37.2 million available under the authorized unit repurchase program. The following table displays the fourth quarter common unit purchases, total number of units
purchased under authorized program and maximum dollar value that may yet be purchased under the program.

Period

October 1 – 31, 2015

November 1 – 30, 2015

December 1 – 31, 2015

For the quarter ended December 31, 2015

Equity Distribution Agreement

Total Number
of Units
Purchased

Average
Price Paid
per Unit

Total Number
of Units
Purchased as
Part of Publicly
Announced
Plans or
Programs

Maximum
Dollar Value
that May Yet
Be Purchased
under the
Plans or
Programs

(Dollars in millions, except per unit amounts)

222,224 $

12.44

856,000 $

— $

222,224

—

— $

37.2

On August 5, 2014, the Partnership entered into an equity distribution agreement (the "Equity Agreement") in which the Partnership may sell from time to

time through Wells Fargo Securities, LLC, the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $75.0
million . During 2014, the Partnership sold 62,956 common units under the Equity Agreement with an aggregate offering price of $1.8 million , leaving $73.2
million available under the Equity Agreement. The Equity Agreement was suspended during the fourth quarter 2014.

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Item 6.

Selected Financial Data

The following table presents summary combined and consolidated operating results and other information of the Partnership and should be read in
conjunction with "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our combined and consolidated financial
statements and accompanying notes included elsewhere in this Annual Report on Form 10-K.

Our combined and consolidated financial statements include amounts allocated from SunCoke for corporate and other costs attributable to our operations.

These allocated costs are for services provided to us by SunCoke. SunCoke centrally provides engineering, operations, procurement and information technology
support to its and our facilities. In addition, allocated costs include legal, accounting, tax, treasury, insurance, employee benefit costs, communications and human
resources. All corporate costs that were specifically identifiable to a particular operating facility of SunCoke or the Partnership have been allocated to that facility.
Where specific identification of charges to a particular operating facility was not practicable, a reasonable method of allocation was applied to all remaining
corporate and other costs. The allocation methodology for all remaining corporate and other costs is based on management’s estimate of the proportional level of
effort devoted by corporate resources that is attributable to each of SunCoke’s and the Partnership's operating facilities.

The combined and consolidated financial statements do not necessarily reflect what our financial position and results of operations would have been if we

had operated as an independent, publicly-traded partnership during the periods shown. In addition, the combined and consolidated financial statements are not
necessarily indicative of our future results of operations or financial condition.

Operating Results:

Total revenues

Operating income

Net income

Net income attributable to SunCoke Energy Partners, L.P.

Net income per common unit (basic and diluted)

Net income per subordinated unit (basic and diluted)

Distributions declared per unit

Balance Sheet Data (at period end):

Properties, plants and equipment, net

Total assets

Long-term debt

Total partners’ capital attributable to SunCoke Energy Partners, L.P. /
parent net equity

Years Ended December 31,

2015

2014

2013

2012

2011

(Dollars in millions, except per unit amounts)

838.5 $

873.0 $

931.7 $ 1,013.9 $

701.1

137.2 $

135.1 $

141.4 $

116.4 $

92.2 $

85.4 $

1.92 $

1.71 $

87.5 $

124.2 $

82.8 $

56.0 $

1.58 $

1.43 $

58.6

1.81

2.2888 $

2.0175 $

1.1621

48.9

49.9

1,326.5 $ 1,213.4 $ 1,199.7 $ 1,106.2 $ 1,129.9

1,768.9 $ 1,417.0 $ 1,409.3 $ 1,284.9 $ 1,337.8

894.5 $

399.0 $

143.2 $

220.3 $

219.6

729.4 $

915.6 $

927.6 $

958.2 $

983.0

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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This
Annual
Report
on
Form
10-K
contains
certain
forward-looking
statements
of
expected
future
developments,
as
defined
by
the
Private
Securities

Litigation
Reform
Act
of
1995.
This
discussion
contains
forward-looking
statements
about
our
business,
operations
and
industry
that
involve
risks
and
uncertainties,
such
as
statements
regarding
our
plans,
objectives,
expectations
and
intentions.
Our
future
results
and
financial
condition
may
differ
materially
from
those
we
currently
anticipate
as
a
result
of
the
factors
we
describe
under
“Cautionary
Statement
Concerning
Forward-Looking
Statements”
and
“Risk
Factors.”

This
“Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations”
is
based
on
financial
data
derived
from
the
financial

statements
prepared
in
accordance
with
U.S.
generally
accepted
accounting
principles
(“GAAP”)
and
certain
other
financial
data
that
is
prepared
using
non-
GAAP
measures.
For
a
reconciliation
of
these
non-GAAP
measures
to
the
most
comparable
GAAP
components,
see
“Non-GAAP
Financial
Measures”
at
the
end
of
this
Item.

The
combined
and
consolidated
financial
statements
pertain
to
the
operations
of
the
Partnership
and
the
operations
of
Gateway
Energy
and
Coke

Company,
LLC
("Granite
City"),
as
Granite
City
and
the
Partnership
were
under
common
control
for
all
periods
presented.
The
transfers
of
net
assets
between
entities
under
common
control
were
accounted
for
as
if
the
transfer
occurred
at
the
beginning
of
the
period,
and
prior
year
periods
were
recast
to
furnish
comparative
information.

These
statements
reflect
significant
assumptions
and
allocations
and
include
all
expenses
allocable
to
our
business,
but
may
not
be
indicative
of
those
that

would
have
been
achieved
had
we
operated
as
a
separate
public
entity
for
all
periods
presented
or
of
future
results.

Business Overview and Market Conditions

SunCoke Energy Partners, L.P., (the "Partnership," "we," "our" and "us"), is a Delaware limited partnership formed in July 2012, which primarily

produces coke used in the blast furnace production of steel. We also provide coal handling and/or mixing services at our Coal Logistics terminals.

At December 31, 2015 , we owned a 98 percent interest in Haverhill Coke Company LLC ("Haverhill"), Middletown Coke Company, LLC

("Middletown") and Gateway Energy and Coke Company, LLC ("Granite City"). At December 31, 2015 , SunCoke Energy, Inc. ("SunCoke") owned the remaining
2 percent interest in each of Haverhill, Middletown, and Granite City, and, through its subsidiary, owned a 53.9 percent partnership interest in us and all of our
incentive distribution rights and indirectly owns and controls our general partner, which holds a 2.0 percent general partner interest in us.

Coke is a principal raw material in the blast furnace steelmaking process. Coke is generally produced by heating metallurgical coal in a refractory oven,

Our core business model is predicated on providing steelmakers an alternative to investing capital in their own captive coke production facilities. We

direct our marketing efforts principally towards steelmaking customers that require coke for use in their blast furnaces. Our steelmaking customers are currently
operating in an environment that is significantly challenged by declining steel prices driven by global over capacity and lower demand as compared to the prior
year period. The combination of the strong U.S. dollar, continued high import activity and reduced drilling activity caused by low oil and natural gas prices, has
served to depress both spot and contract prices for steel, which has driven market deterioration for flat rolled and tubular steel. Several steel producers, including
certain of our customers, have filed petitions with the Department of Commerce and the International Trade Commission, alleging that unfairly traded imports are
causing material injury to the domestic steel industry in the U.S. and that foreign steel producers benefit from significant subsidies provided by the governments of
their respective countries. While trade action is underway, domestic steel utilization rates in 2015 are down significantly from 2014 utilization rates. As a result of
these current market conditions, certain of our customers have temporarily idled portions of their facilities, but continue to comply with the terms of their long-
term, take-or-pay contracts with us.

Further, ArcelorMittal is currently undergoing negotiations with its union labor workforce. Our coke and energy sales agreements contain force majeure

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Our Granite City facility and the first phase of our Haverhill facility, or Haverhill 1, have steam generation facilities which use hot flue gas from the

Our Coal Logistics business provides coal handling and/or mixing services to steel, coke (including some of our domestic cokemaking facilities), electric

utility and coal mining customers. During 2015, the Partnership acquired Convent Marine Terminal ("CMT") located in Convent, Louisiana, which represents a
significant expansion of our Coal Logistics business and marks our entry into export coal handling. The Partnership also has terminals in East Chicago, Indiana and
in West Virginia and Kentucky. Inclusive of the acquisition of CMT, the Coal Logistics business has the collective capacity to mix and/or transload more than 40
million tons of coal annually and has storage capacity of 3 million tons. Our Coal Logistics coal mining customers are currently faced with a market depressed by
oversupply and declining prices. Our CMT customers are also impacted by seaborne export market dynamics. Fluctuations in the benchmark price for coal
delivery into northwest Europe, as referenced in the API2 index price, influence our customers' decisions to place tons into the export market and thus impact
transloading volumes through our terminal facility. Despite the current challenging coal mining and coal export markets, our customers have continued to perform
on their contracts with us.

Organized in Delaware in July 2012, and headquartered in Lisle, Illinois, we are a master limited partnership whose common units, representing limited

partnership interests, were first listed for trading on the New York Stock Exchange (“NYSE”) in January 2013 under the symbol “SXCP.”

Initial Public Offering and Dropdown Transactions

On January 24, 2013 , we completed the initial public offering ("IPO") of our common units representing limited partner interests (the "Partnership

2015 Key Financial Results

•

Total revenues were $838.5 million in 2015 compared to $873.0 million in 2014 . This decrease in revenues primarily reflects the pass-through of
lower coal costs in our Domestic Coke business. Additionally, while we continue to achieve contract maximums, volumes in excess of maximums as
well as spot sales were lower as compared to the prior year period. These decreases were partially offset by additional revenue of $28.6 million from
CMT, which was acquired in August 2015.

Adjusted EBITDA was $201.7 million in 2015 compared to $188.9 million in 2014 . Adjusted EBITDA contributed by CMT was $21.0 million in
2015 and was partially offset by lower sales volumes in our cokemaking operations and the impact of the reorganization of the Haverhill Chemicals
facility.

Net income attributable to unitholders was $85.4 million in 2015 compared to $56.0 million in 2014 . In addition to the items discussed above, the
increase is primarily attributable to the acquisition of an ownership interest in Granite City in 2015 and our increased ownership in the Haverhill and
Middletown cokemaking facilities in May 2014.

Cash generated from operating activities was $149.4 million in 2015 compared to $126.5 million in 2014 . The increase primarily reflects working
capital changes associated with lower inventory due to lower coal prices as well as the current year period wind down of a strategic build in inventory
levels from the second half of 2014 .

Full year 2015 cash distributions paid per unit of $2.2888 increased over the full year 2014 cash distributions paid per unit of $2.0175 .

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Our Focus in 2015

During 2015, the Partnership's strategies and accomplishments were as follows:

•

Sustained solid safety, environmental and operating performance across our Domestic Coke and Coal Logistics fleet ;

Achieved significant growth through the successful acquisition of Convent Marine Terminal and the dropdown of the Granite City cokemaking
operations ; and

Returned approximately $56 million to our public unitholders via distributions and unit repurchases during 2015 .

Sustained solid safety, environmental and operating performance across our Domestic Coke and Coal Logistics fleet

Domestic Coke Adjusted EBITDA was $177.1 million in 2015, down $4.7 million from 2014 Adjusted EBITDA of $181.8 million . Adjusted EBITDA

per ton remained flat at $74 per ton. While we continued to achieve contract maximums, volumes in excess of maximums as well as spot sales were lower in 2015
as compared to 2014. Despite the impact of the restructuring of Haverhill Chemicals, which decreased Adjusted EBITDA by $6.4 million, we achieved solid
results across our cokemaking facilities.

During 2015, we continued construction and implementation of our new gas sharing projects to enhance environmental performance at our Haverhill

cokemaking facility. We are nearing completion of construction on the project at Haverhill I and continued testing of the project at Haverhill II, which was placed
into service at the end of 2014.

Coal Logistics achieved Adjusted EBITDA of $38.4 million during 2015, with the successful integration of CMT contributing $21.0 million from the date

of acquisition. Excluding CMT, Adjusted EBITDA increased $3.1 million in 2015 compared to 2014. While volumes were down, the improvements in Adjusted
EBITDA reflect a more favorable sales mix of higher margin services as well as cost savings in 2015.

We remain committed to maintaining a safe work environment and ensuring compliance with applicable laws and regulations. In 2015, we sustained top-

tier safety and strong environmental performance in the Domestic Coke and Coal Logistics operations.

Achieved significant growth through the successful acquisition of Convent Marine Terminal and the dropdown of the Granite City cokemaking operations

On August 12, 2015, we completed the acquisition of a 100 percent ownership interest in Raven Energy LLC, which owns CMT, for a total transaction
value of $403.1 million. This transaction represents a significant expansion of our Coal Logistics business and marks our entry into export coal handling. CMT is
one of the largest export terminals on the U.S. gulf coast and provides strategic access to seaborne markets for coal and other industrial materials. Supporting low-
cost Illinois basin coal producers, the terminal provides loading and unloading services and has direct rail access and the current capability to transload 10 million
tons of coal annually. The facility is supported by long-term contracts with volume commitments covering all of its current 10 million ton capacity. The acquisition
of CMT resulted in additional Adjusted EBITDA of $21.0 million in 2015. See Note 4 to our consolidated financial statements for further discussion of the
acquisition of CMT.

Additionally, on January 13, 2015, SunCoke contributed a 75 percent interest in Granite City for a total transaction value of $244.4 million (the "Granite

City Dropdown"). On August 12, 2015, SunCoke contributed an additional 23 percent interest in Granite City for a total transaction value of $65.2 million (the
"Granite City Supplemental Dropdown"). See Note 4 to our consolidated financial statements for further discussion of the dropdown of Granite City. Given the
current challenging market conditions and our focused efforts to de-lever our balance sheet during 2016 as discussed further in "Our Focus and Outlook for 2016,"
we have suspended plans for future dropdowns.

Returned approximately $56 million to our public unitholders via distributions and unit repurchases during 2015

During 2015, the Partnership returned $56.1 million to public unitholders through either distributions or equity repurchases. We paid total cash
distributions of $2.2888 per unit, which amounted to $43.3 million in distributions to public unitholders. Additionally, the Partnership repurchased 0.9 million of
its common units at a cost of $12.8 million in the open market, for an average purchase price of $14.91 per unit. In 2016, we will continue evaluating the
appropriate use of capital and expect to prioritize de-levering our balance sheet.

Our Focus and Outlook for 2016

In 2016 , we expect to deliver Adjusted EBITDA attributable to the Partnership of $207 million to $217 million. Our primary focus will be to:

•

Manage through the challenging market conditions ;

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•

Deliver operational excellence ; and

Achieve financial objectives and strengthen our balance sheet .

Manage through the challenging market conditions

Given the challenging environment our customers are currently experiencing, our overall business risk has increased, and our focus in 2016 will be to

remain flexible and responsive to changing market conditions.

Slowing steel demand in China, the world’s largest producer and consumer of steel, has led to global oversupply and significant downward pricing

pressure. Domestically, a flood of steel imports, some later deemed by the U.S. Federal Trade Commission to be unfairly traded, have stressed U.S. steelmakers
operationally and financially. Steel utilization rates in the U.S. are down significantly as compared to 2014. As a result, two of our customers, AK Steel and U.S.
Steel have temporarily idled portions of their facilities at Ashland, Kentucky Works operations and Granite City Works operations, respectively. Our Haverhill II
cokemaking facility supplies coke to AK Steel's Ashland, Kentucky Works under a long-term, take-or-pay contract until 2022, and our Granite City cokemaking
facility supplies coke to U.S. Steel’s Granite City Works under a long-term, take-or-pay contract until 2025. These temporary idlings do not change any obligations
that AK Steel or U.S. Steel have under these contracts, and both companies continue to fulfill their contractual obligations. Despite these developments, longer
term, we expect blast furnaces will continue to play a crucial role in the domestic steel industry. The Partnership is positioned with long-term, take-or-pay
contracts, co-located assets with leading technology and an advantaged environmental footprint. Therefore, we believe we will continue to be a competitive source
of coke and a preferred supplier to the steel value chain.

In our Coal Logistics business, our export customers face significant challenges from oversupply and a strong U.S. dollar, but we expect, longer term, that

the seaborne export coal market will remain relevant. As such, we believe Illinois Basin coal will remain a key part of the U.S. coal export base. Our CMT export
facility benefits from its long-term, take-or-pay contracts and is uniquely positioned to serve its customers through direct rail access, the ability to load multi-
category vessels and a new state-of-the-art ship loader. Our KRT domestic coal terminals are strategically located to handle both metallurgical and thermal coals,
and both CMT and KRT have the ability to handle various industrial materials.

With these macro steel and coal industry backdrop challenges, we will continue to monitor our customers’ business developments, liquidity and credit
profiles in an effort to be prepared to adapt and respond to any significant adverse events that may also impact us. Our focus has been and will continue to be to
position ourselves for long-term success, which includes being a key supplier to our customers.

Deliver operational excellence

In 2016, we expect continued strong performance from our Domestic Coke and Coal Logistics businesses. Despite the challenging headwinds facing our

steel and coal customers, we expect to deliver consolidated Adjusted EBITDA attributable to the Partnership of between $207 million and $217 million. This
increase reflects a full-year contribution from the acquisition of CMT. We expect these improvements will be partially offset by increased operating and
maintenance costs at our Haverhill facility for necessary oven repairs and a planned turbine outage and lower overall contributions from coal-to-coke yield
performance due to the decline in coal prices.

We project that our Domestic Coke segment will produce approximately 2.4 million tons of coke during 2016 and achieve Adjusted EBITDA of
approximately $68 to $71 per ton based on expected solid ongoing operations across the fleet. We expect our Domestic Coke fleet will operate at contract
maximums and do not anticipate incremental spot sales.

We believe our Coal Logistics assets are positioned to withstand the coal downturn, and despite industry pressures, our results to-date have been in-line

with expectations. In 2016, we expect the full-year benefit of CMT to drive Adjusted EBITDA of approximately $50 million to $55 million, up from $21.0 million
in 2015. We expect our remaining Coal Logistics business will remain stable, contributing approximately $15 million to $20 million of Adjusted EBITDA during
the year.

Achieve financial objectives and strengthen our balance sheet

During 2016, in addition to delivering on our financial objectives, we will focus on shifting our capital allocation priorities towards de-levering our

balance sheet and maintaining a solid liquidity position. The Partnership, along with support from SunCoke, has various potential options to increase liquidity.
Each quarter, SunCoke will evaluate the alternatives for increasing liquidity at the Partnership, including providing support through a "reimbursement holiday" on
the corporate cost allocation to the Partnership and/or returning incentive distribution rights distributions ("IDR giveback") to the Partnership. If approved for all
four quarters by SunCoke, the corporate cost "reimbursement holiday" and IDR giveback would potentially provide approximately $28 million and $6 million of
liquidity, respectively, in 2016. Additionally, our Board of Directors will continue to evaluate the appropriate partnership distribution each quarter. We estimate
that these potential liquidity options, combined with the excess cash flows generated from operations, will provide us with at least $60 million in cash to
meaningfully de-lever our balance sheet in 2016.

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Items Impacting Comparability

•

Coal Logistics. Coal Logistics reported revenue of $81.2 million , $55.0 million and $13.6 million , of which $6.5 million , $5.7 million and $1.2
million were intersegment revenues, and Adjusted EBITDA of $38.4 million , $14.3 million and $4.7 million during 2015, 2014 and 2013 ,
respectively. Comparability between periods was impacted by the timing of the acquisition of CMT during the third quarter 2015, which contributed
revenues of $28.6 million and Adjusted EBITDA of $21.0 million during 2015, as well as the acquisition of Lake Terminal and KRT during the
second half of 2013, which established our Coal Logistics business.

• Haverhill Chemicals. During the second quarter of 2015, Haverhill Chemicals, with whom we previously had a steam supply agreement at our

Haverhill 1 cokemaking operations, announced plans to shut down their facility and later filed for relief under Chapter 11 of the U.S. Bankruptcy
Code, which did not impact our ability to produce coke. Beginning in the fourth quarter of 2015, Haverhill 1 provides steam, at no cost, to Altivia,
which purchased the facility from Haverhill Chemicals. While the Partnership is not currently generating revenues from providing steam to Altivia,
the current arrangement, for which rates may be renegotiated beginning in 2018, mitigates costs associated with disposing of steam as well as
potential compliance issues. These events decreased Adjusted EBITDA $6.4 million during 2015.

•

Interest Expense, net. Interest expense, net was $47.5 million , $37.1 million and $15.4 million in 2015 , 2014 and 2013 , respectively and was
impacted by the following items:

◦

Net gain on extinguishment of debt was $0.7 million during 2015 as compared to a net loss on extinguishment of debt of $15.4 million in
2014 . The 2015 net gain includes a $12.1 million gain on retirement of Partnership senior notes offset by losses on extinguishment of debt
of $9.4 million and $2.0 million in connection with the financing of the Granite City Dropdown and the extinguishment of the $44.6 million
of SunCoke's senior notes, respectively. Additionally, the Partnership incurred a loss on extinguishment of debt of $15.4 million in
connection with the financing of the Haverhill and Middletown Dropdown in 2014 . There were no debt extinguishment gains or losses
during 2013 .

Interest of $3.7 million was capitalized in connection with the environmental remediation projects and the expansion capital improvement
project at CMT during 2015. Interest of $3.2 million and $1.0 million was capitalized in connection with environmental remediation
projects during 2014 and 2013 , respectively.

Interest on higher debt balances associated with the financing of transactions attributed to the increase in interest expense, net during 2015
and 2014 . The 2015 average debt balance was $647.3 million as compared to the 2014 average debt balance of $300.6 million. See Note 14
to our combined and consolidated financial statements.

•

Income Taxes. Income tax benefit was $2.5 million in 2015 and income tax expense was $10.5 million and $1.8 million in 2014 and 2013 ,
respectively. The periods presented were not comparable, as earnings from our Granite City operations include federal and state income taxes
calculated on a theoretical separate-return basis until the date of the Granite City Dropdown. See Note 9 to our combined and consolidated financial
statements for the components of income tax disaggregated between the Partnership and Granite City prior to the Granite City Dropdown. The 2015
income tax benefit relates to the tax impacts of the Granite City Dropdown.

Noncontrolling Interest. Income attributable to noncontrolling interest represents SunCoke's retained ownership interest in our cokemaking facilities.
Net income attributable to noncontrolling interest was $6.2 million , $15.7 million and $40.8 million during 2015, 2014 and 2013 , respectively.

◦

The decrease in net income attributable to noncontrolling interest in 2015, as compared to in 2014, represents SunCoke's decrease in
ownership of Haverhill and Middletown facilities to 2 percent after the Haverhill and Middletown Dropdown in 2014 . The decrease was
partially offset by the Granite City Dropdown in 2015. Subsequent to the Granite City Supplemental Dropdown, SunCoke's ownership in
Granite City also decreased to 2 percent.

The decrease in net income attributable to noncontrolling interest in 2014, as compared to in 2013, represents SunCoke's decrease in
ownership of Haverhill and Middletown facilities to 2 percent after the Haverhill and Middletown Dropdown. During 2013, SunCoke had
an ownership interest of 35 percent in the Haverhill and Middletown facilities.

See Note 4 to our combined and consolidated financial statements for further discussion of these transactions.

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Results of Operations

The following table sets forth amounts from the Combined and Consolidated Statements of Income for the years ended December 31, 2015 , 2014 and

2013 .

Revenues

Sales and other operating revenue

Costs and operating expenses

Cost of products sold and operating expenses

Selling, general and administrative expenses

Depreciation and amortization expense

Total costs and operating expenses

Operating income

Interest expense, net

Income before income tax (benefit) expense

Income tax (benefit) expense

Net income

Less: Net income attributable to noncontrolling interests

Net income attributable to SunCoke Energy Partners, L.P./
Previous Owner

Less: Net income attributable to Previous Owner

Net income attributable to SunCoke Energy Partners, L.P.

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

838.5 $

873.0 $

599.6

34.3

67.4

701.3

137.2

47.5

89.7

(2.5)

92.2 $

6.2

86.0

0.6

85.4 $

656.3

27.3

54.3

737.9

135.1

37.1

98.0

10.5

87.5 $

15.7

71.8

15.8

56.0 $

931.7

715.4

28.3

46.6

790.3

141.4

15.4

126.0

1.8

124.2

40.8

83.4

24.8

58.6

Year Ended December 31, 2015 compared to Year Ended December 31, 2014

Revenues. Our total revenues decreased $34.5 million , or 4.0 percent , to $838.5 million for the year ended December 31, 2015 compared to $873.0

million for the corresponding period of 2014 . The decrease was primarily due to the pass-through of lower coal prices in our Domestic Coke segment.
Additionally, our Domestic Coke business continues to achieve contract maximums, but volumes in excess of maximums as well as spot sales were lower in 2015
as compared to the prior year period due to declining demand as previously discussed. The current year also includes the impact of the reorganization of the
Haverhill Chemicals facility. These decreases were partially offset by revenues of $28.6 million contributed by CMT, which was acquired in August 2015.

Costs and Operating Expenses. Total operating expenses decreased $36.6 million , or 5.0 percent , to $701.3 million for the year ended December 31,
2015 compared to $737.9 million for the corresponding period of 2014 . The decreases in cost of products sold and operating expenses were driven primarily by
reduced coal costs in our Domestic Coke segment, partially offset by cost associated with CMT of $10.2 million and higher depreciation on certain environmental
remediation assets placed in service at our Haverhill and Granite City cokemaking facilities.

Interest Expense, net. Interest expense, net was $47.5 million for the year ended December 31, 2015 compared to $37.1 million for the corresponding

period of 2014 . Comparability between periods was impacted by the financing activities previously discussed in "Items Impacting Comparability."

Income Taxes . Income tax benefit was $2.5 million for the year ended December 31, 2015 compared to income tax expense of $10.5 million for the

corresponding period of 2014 . Comparability between periods was impacted by the Granite City Dropdown previously discussed in "Items Impacting
Comparability."

Noncontrolling Interest. Income attributable to noncontrolling interest represents SunCoke's retained ownership interest in our cokemaking facilities.

Income attributable to noncontrolling interest was $6.2 million for the year ended December 31, 2015 compared to $15.7 million for the corresponding period of
2014 . Comparability between periods was impacted by changes in our ownership in our facilities previously discussed in "Items Impacting Comparability."

Net Income Attributable to Previous Owner. Net income attributable to Previous Owner reflects Granite City net income for periods prior to the Granite

City Dropdown.

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Year Ended December 31, 2014 compared to December 31, 2013

Revenues. Our total revenues decreased $58.7 million , or 6.3 percent , to $873.0 million for the year ended December 31, 2014 compared to $931.7

million for the corresponding period of 2013 . The decrease was primarily due to the pass-through of lower coal prices and lower sales volumes in our Domestic
Coke segment as well as the impact of severe weather on production and yields in 2014. These decreases were partially offset by higher reimbursable operating and
maintenance costs, as well as higher energy sales. Additionally, revenues from the new Coal Logistics business were $49.3 million in 2014 compared to $12.4
million in 2013, which only included four months of Coal Logistics results due to the timing of acquisitions.

Costs and Operating Expenses. Total operating expenses decreased $52.4 million , or 6.6 percent , to $737.9 million for the year ended December 31,
2014 compared to $790.3 million for the corresponding period of 2013 . The decreases in cost of products sold and operating expenses were driven primarily by
reduced coal costs in our Domestic Coke segment partially offset by higher repair and maintenance costs. The current year also includes incremental operating
expenses associated with the severe winter weather in the first quarter of 2014 and a full year of Coal Logistics costs of $48.4 million in 2014 compared to four
months of costs of $10.7 million in 2013, due to the timing of acquisitions.

Interest Expense. Interest expense was $37.1 million for the year ended December 31, 2014 compared to $15.4 million for the corresponding period of

2013 . Comparability between periods was impacted by the financing activities previously discussed in "Items Impacting Comparability."

Income Taxes . Income tax expense decreased $8.7 million to $10.5 million for the year ended December 31, 2014 compared to $1.8 million for the

corresponding period of 2013 . Comparability between periods was impacted by the Granite City Dropdown previously discussed in "Items Impacting
Comparability."

Noncontrolling Interest . Income attributable to noncontrolling interest represents SunCoke's retained ownership interest in our cokemaking facilities.

Income attributable to noncontrolling interest was $15.7 million for the year ended December 31, 2014 compared to $40.8 million for the corresponding period of
2013 . Comparability between periods is impacted by the Haverhill and Middletown Dropdown previously discussed in "Items Impacting Comparability."

Net Income Attributable to Previous Owner. Net income attributable to Previous Owner reflects Granite City net income for periods prior to the Granite

City Dropdown.

Results of Reportable Business Segments

We report our business results through two segments:

• Domestic Coke consists of the Haverhill, Middletown and Granite City cokemaking and heat recovery operations located in Franklin Furnace, Ohio;

Middletown, Ohio; and Granite City, Illinois, respectively.

• Coal Logistics consists of our coal handling and mixing service operations in East Chicago, Indiana; Ceredo, West Virginia; Belle, West Virginia;

Catlettsburg, Kentucky; and Convent, Louisiana.

Our coke sales agreements in our Domestic Coke segment contain highly similar contract provisions. Specifically, each agreement includes:

•

Take-or-Pay Provisions . Substantially all of our coke sales at our 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 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 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.

Operating Cost Component with Pass-Through or Inflation Adjustment Provisions . Our coke prices include an operating cost component.
Operating costs under three 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

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inflation, and we share any difference in costs from the budgeted amounts with our customers. Under our one other coke sales agreement, the
operating cost component for our coke sales are fixed subject to an annual adjustment based on an inflation index. 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 and may differ based on investment levels 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.

In 2013, our Granite City facility shared a portion of certain nonconventional fuel tax credits with its customer through discounts to the sales price of

coke, which totaled $7.4 million. As a result, our pre-tax results for this facility reflect the impact of these sales discounts, while the actual tax benefits are
reflected as a reduction of income tax expense. The tax benefit from generating credits, and the related sales discount to our customer, expired in 2013.
Accordingly, the results of our Domestic Coke segment in 2014 have increased, but this increase is more than offset by the increase in our income tax expense.

Coal Logistics revenues are derived from services provided to steel, coke (including some of our domestic cokemaking facilities) and electric utility

customers. Services provided to our domestic cokemaking facilities are provided under a contract with terms equivalent to those of an arm's-length transaction. We
do not take possession of coal but instead act as intermediaries between coal producers and coal end users by providing transloading, storage and mixing services
to our customers on a per ton basis. Revenues are recognized when services are provided as defined by customer contracts. Certain of our Coal Logistics terminals
have take-or-pay contracts with required minimum volume. Cash received in excess of revenues earned for services provided representing customer volume
commitments under these take-or-pay contracts is recorded as deferred revenue. Deferred revenue on take-or-pay contracts is recognized into income when earned
as determined by the terms of the contract.

Corporate and other expenses that can be identified with a segment have been included as deductions in determining operating results of our business

segments, and the remaining expenses have been included in Corporate and Other.

Management believes Adjusted EBITDA is an important measure of operating performance and liquidity and uses it as the primary basis for the Chief

Operating Decision Maker ("CODM") to evaluate the performance of each of our reportable segments. Adjusted EBITDA should not be considered a substitute for
the reported results prepared in accordance with GAAP. See “Non-GAAP Financial Measures” near the end of this Item .

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Segment Operating Data

The following tables set forth the sales and other operating revenues and Adjusted EBITDA of our segments and other financial and operating data for the

years ended December 31, 2015 , 2014 and 2013 :

Sales and other operating revenues:

Domestic Coke
Coal Logistics (1)

Coal Logistics intersegment sales

Elimination of intersegment sales

Total

Adjusted EBITDA (2) :

Domestic Coke
Coal Logistics (1)

Corporate and Other

Total

Coke Operating Data:

Domestic Coke capacity utilization (%)

Domestic Coke production volumes (thousands of tons)

Domestic Coke sales volumes (thousands of tons)
Domestic Coke Adjusted EBITDA per ton (3)
Coal Logistics Operating Data: (1)

Tons handled (thousands of tons)
Pay tons (thousands of tons) (4)

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

763.8 $

74.7

6.5

(6.5)

823.7

49.3

5.7

(5.7)

838.5 $

873.0 $

177.1 $

38.4

(13.8)

201.7 $

105

2,423

2,409

181.8

14.3

(7.2)

188.9

106

2,435

2,443

73.52 $

74.42 $

18,864

1,135

19,037

—

919.3

12.4

1.2

(1.2)

931.7

196.9

4.7

(6.8)

194.8

108

2,476

2,479

79.43

3,785

—

(1) The periods are not comparable due to the impact of CMT, which was acquired in August 2015, as well as the acquisition of Lake Terminal and KRT in

August 2013 and October 2013, respectively, which established our Coal Logistics business.

(2) See definition of Adjusted EBITDA and reconciliation to the most comparable GAAP measures at the end of this Item.

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

(4) Represents tons the Partnership did not handle, but received payment for under the long-term, take-or-pay contracts.

Analysis of Segment Results

Year Ended December 31, 2015 compared to Year Ended December 31, 2014

Domestic Coke

Sales and Other Operating Revenue

Sales and other operating revenue decreased $59.9 million , or 7.3 percent , to $763.8 million in 2015 compared to $823.7 million in 2014 . The decrease

was due primarily to the pass-through of lower coal prices, which decreased revenues by $47.5 million. Lower overall sales volumes of 34 thousand tons and the
impact of the reorganization of the Haverhill Chemicals facility, also decreased revenues by $10.2 million and $6.4 million, respectively. These decreases were
offset by increases of $4.2 million mainly related to higher reimbursable operating and maintenance costs.

Adjusted EBITDA

Domestic Coke Adjusted EBITDA decreased $4.7 million , or 2.6 percent , to $177.1 million in 2015 compared to $181.8 million in 2014 . The decrease

was primarily related to the $6.4 million impact of the Haverhill Chemicals reorganization discussed above. Additionally, lower overall sales volumes decreased
Adjusted EBITDA $1.7 million. These decreases were offset by increases of $3.4 million mostly related to improved coal-to-coke yields, related to a favorable
comparison to the prior year, which experienced more severe winter weather in the first quarter of 2014.

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Depreciation and amortization expense, which was not included in segment profitability, increased $6.7 million , to $53.4 million in 2015 from $46.7

million in 2014 . In 2015, we revised the estimated useful lives on various assets at certain of our facilities, resulting in additional depreciation of $4.2 million , or
$0.08 per unit, in 2015.

Coal Logistics

Sales and Other Operating Revenue

Inclusive of intersegment sales, sales and other operating revenue increased $26.2 million , to $81.2 million in 2015 compared to $55.0 million in 2014 .
The increase was primarily due to additional revenue from our newly acquired CMT business of $28.6 million. Excluding CMT, more favorable pricing on higher
volumes of mixing service increased revenues $3.3 million, which was more than offset by decreases of $5.7 million primarily related to lower overall volumes.

Adjusted EBITDA

Coal Logistics Adjusted EBITDA was $38.4 million in 2015 compared to $14.3 million in 2014 . The acquisition of CMT provided additional adjusted

EBITDA of $21.0 million on 2.2 million tons handled as well as payment on take-of-pay contracts for a 1.1 million ton shortfall. Excluding CMT, higher margins
caused by a shift in sales mix and lower spending increased Adjusted EBITDA $3.8 million and $1.5 million, respectively. These increases were partly offset by
decreases of $2.2 million, primarily driven by lower overall volume.

Depreciation expense, which was not included in segment profitability, was $14.0 million during 2015 compared to $7.6 million in 2014 . The increase

was primarily due to depreciation and amortization expense associated with CMT, which was acquired in August 2015.

Corporate and Other

Corporate expenses increased $6.6 million to $13.8 million in 2015 compared to $7.2 million in 2014 . The current period reflects a full year impact of
higher allocation of costs from SunCoke in conjunction with the Haverhill and Middletown Dropdown as well as $1.7 million of higher acquisition and business
development costs compared to the prior year period.

Year Ended December 31, 2014 compared to Year Ended December 31, 2013

Domestic Coke

Sales and Other Operating Revenue

Sales and other operating revenue decreased $95.6 million , or 10.4 percent , to $823.7 million in 2014 compared to $919.3 million in 2013 . The decrease
was due primarily to the pass-through of lower coal costs at our Domestic Coke segment, which decreased revenues by approximately $96.0 million. Lower overall
sales volumes of 36 thousand tons, in part due to severe winter weather in the first quarter of 2014, also decreased revenues by $14.2 million. The absence of $6.8
million in sales discounts partially offset these decreases. The remaining increase of $7.8 million primarily related to higher reimbursable operating and
maintenance costs.

Adjusted EBITDA

Domestic Coke Adjusted EBITDA decreased $15.1 million , or 7.7 percent , to $181.8 million in 2014 compared to $196.9 million in 2013 . The decrease

was primarily related to lower coal-to-coke yields, caused by the impact of severe winter weather, which decreased Adjusted EBITDA by $7.5 million. Lower
sales volumes of 36 thousand tons, in part due to severe winter weather in the first quarter of 2014, resulted in a decrease to Adjusted EBITDA of $5.3 million. A
decrease in the reimbursement rate of operating and maintenance costs further decreased Adjusted EBITDA by $5.8 million. These decreases were partially offset
by an increases primarily related to lower allocated corporate costs.

Depreciation and amortization expense, which was not included in segment profitability, increased $1.9 million, to $46.7 million in 2014 from $44.8

million in 2013, primarily due to the completion of construction of the environmental remediation project at Haverhill 2 during 2014.

Coal Logistics

Sales and Other Operating Revenue

Lake Terminal and KRT were acquired on August 30, 2013 and October 1, 2013, respectively. Inclusive of intersegment sales, sales and other operating

revenue increased $41.4 million, to $55.0 million in 2014 compared to $13.6 million in 2013. Comparison between periods was impacted by the timing of
acquisitions.

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Adjusted EBITDA

Coal Logistics Adjusted EBITDA was $14.3 million in 2014 compared to $4.7 million in 2013. Comparison between periods was impacted by the timing

of acquisitions.

Depreciation expense, which was not included in segment profitability, was $7.6 million during 2014 compared to $1.8 million in 2013 and was also

impacted by the timing of acquisitions.

Corporate and Other

Corporate expenses remained relatively flat at $7.2 million in 2014 compared to $6.8 million in 2013.

Liquidity and Capital Resources

Our primary liquidity needs are to finance the replacement of partially or fully depreciated assets and other capital expenditures, service our debt, fund
investments, fund working capital, maintain cash reserves, and pay distributions. We are prudently managing liquidity in light of the current challenging market
and our customers' ongoing labor negotiations. We believe our current resources, including the potential borrowings under our revolving credit facility, are
sufficient to meet our working capital requirements for our current business for the foreseeable future. Our sources of liquidity include cash generated from
operations, borrowings under our revolving credit facility and, from time to time, debt and equity offerings. As of December 31, 2015 , we had $48.6 million of
cash and cash equivalents and $68.0 million of borrowing availability under the Partnership Revolver. We may be required to access the capital markets for
funding related to the maturities of our long-term borrowings beginning in 2019. In addition, we may from time to time seek to retire or repurchase our outstanding
debt. Such repurchases will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved
may be material.

During 2015, the Partnership returned $56.1 million to public unitholders through either distributions or equity repurchases. We paid total cash
distributions of $2.2888 per unit, which amounted to $43.3 million in distributions to public unitholders. Additionally, the Partnership repurchased 0.9 million of
its common units at a cost of $12.8 million in the open market, for an average purchase price of $14.91 per unit. Approximately $37.2 million remains available for
future repurchase under this program.

On January 25, 2016, our Board of Directors declared a quarterly cash distribution of $0.5940 per unit. This distribution will be paid on March 1, 2016, to

unitholders of record on February 15, 2016. The Board of Director's decision to hold quarterly unitholder distributions flat at $0.5940 per unit is part of its capital
allocation strategy to shift excess distributable cash flow towards paying down the Partnership's debt. The Partnership and its Board of Directors will continue to
evaluate its capital allocation and distribution priorities on a quarterly basis.

During 2016, as previously discussed in "Our Focus and Outlook in 2016," our focus will be on de-levering our balance sheet and maintaining a solid

liquidity position. Each quarter, SunCoke, will evaluate the alternatives for increasing liquidity at the Partnership, including providing support through a
"reimbursement holiday" on the corporate cost allocation to the Partnership and/or returning incentive distribution rights distributions to the Partnership ("IDR
giveback"). The Partnership expects to generate excess liquidity of at least $60 million to meaningfully de-lever the Partnership's balance sheet in 2016.

During February 2016, the Partnership continued de-levering its balance sheet and redeemed $22.0 million of outstanding Partnership Notes for $12.7

million on the open market.

On February 3, 2016, Moody's Corporation ("Moody's") lowered its corporate credit rating on SunCoke Energy, Inc. to B2 from Ba3. At the same time,

Moody's ceased providing a corporate credit rating at the Partnership level and now assesses SunCoke and the Partnership on a consolidated basis. The downgrade
reflects the continuing headwinds in the steel industry, as steel makers continue to idle operations and cut back production.

The Partnership is subject to certain debt covenants that, among other things, limit the Partnership’s ability and the ability of certain of the Partnership’s

subsidiaries to (i) incur indebtedness, (ii) pay dividends or make other distributions, (iii) prepay, redeem or repurchase certain debt, (iv) make loans and
investments, (v) sell assets, (vi) incur liens, (vii) enter into transactions with affiliates and (viii) consolidate or merge. These covenants are subject to a number of
exceptions and qualifications set forth in the respective agreements. Additionally, under the terms of the Partnership Revolver, the Partnership was subject to a
maximum consolidated leverage ratio of 4.50 : 1.00 , calculated by dividing total debt by EBITDA as defined by the Partnership Revolver, and a minimum
consolidated interest coverage ratio of 2.50 : 1.00 , calculated by dividing EBITDA by interest expense as defined by the Partnership Revolver. The Partnership
Term Loan has the same covenants as the previously discussed Partnership Revolver covenants. As of December 31, 2015 , the Partnership was in compliance with
all applicable debt covenants contained in the Partnership Revolver.

Under the terms of the Promissory Agreement, Raven Energy LLC, a wholly-owned subsidiary of the Partnership, is subject to a maximum leverage ratio

of 5.00 : 1.00 for any fiscal quarter ending prior to August 12, 2018 , calculated by dividing

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total debt by EBITDA as defined by the Promissory Agreement. For any fiscal quarter ending on or after August 12, 2018 the maximum leverage ratio is 4.50 :
1.00 . Additionally in order to make restricted payments, Raven Energy LLC is subject to a fixed charge ratio of greater than 1.00 : 1.00 , calculated by dividing
EBITDA by fixed charges as defined by the Promissory Agreement.

If we fail to perform our obligations under these and other covenants, the lenders' credit commitment could be terminated and any outstanding
borrowings, together with accrued interest, under the Partnership Revolver, Partnership Term Loan and Promissory Note could be declared immediately due and
payable. The Partnership has a cross-default provision that applies to our indebtedness having a principal amount in excess of $20 million . We do not anticipate
violation of these covenants nor do we anticipate that any of these covenants will restrict our operations or our ability to obtain additional financing.

The following table sets forth a summary of the net cash provided by (used in) operating, investing and financing activities for the years ended

December 31, 2015 , 2014 and 2013 :

Net cash provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net (decrease) increase in cash and cash equivalents

Cash Provided by Operating Activities

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

149.4 $

(251.7)

117.6

15.3 $

126.5 $

(67.6)

(71.9)

(13.0) $

165.8

(159.5)

40.0

46.3

Net cash provided by operating activities increased by $22.9 million to $149.4 million for the year ended December 31, 2015 as compared to the prior

year. The increase primarily reflects working capital changes associated with lower inventory due to lower coal prices as well as the current year period wind down
of a strategic build in inventory levels from the second half of 2014 and the settlement of $13.1 million of accrued sales discounts at the Granite City facility in
2014. These increases were partially offset by decreased accounts payable due to timing of payments and lower operating performance in current year.

Net cash provided by operating activities decreased by $39.3 million to $126.5 million for the year ended December 31, 2014 as compared to the prior
year. The decrease was primarily attributable to weaker operational performance and higher working capital in the current year. The increase in working capital
was primarily related to the buildup of coal inventory and timing of accounts payable, partially offset by the settlement of the liabilities for sales discounts at the
Haverhill facility for $11.8 million in 2013.

Cash Used in Investing Activities

Cash used in investing activities increased by $184.1 million to $251.7 million for the year ended December 31, 2015 as compared to the prior year due to

the acquisition of CMT resulting in a cash payment of $191.7 million and the restriction of an additional $17.7 million of cash withheld to fund the completion of
capital expansion improvements. The $17.7 million of restricted cash is net of capital expenditures on the project since the acquisition and the cash withheld is
included in restricted cash on the Combined and Consolidated Balance Sheets. The increase is partially offset by higher capital expenditures related to the
environmental remediation project at Haverhill in the prior year.

Cash used in investing activities decreased by $91.9 million to $67.6 million for the year ended December 31, 2014 as compared to the prior year. The
decrease was primarily attributable to the acquisitions of KRT and Lake Terminal during 2013, partially offset by $21.4 million of higher capital expenditures in
2014 primarily related to the environmental remediation project, which was funded using proceeds from the Partnership Offering and the Haverhill and
Middletown Dropdown.

Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities was $117.6 million for the year ended December 31, 2015 as compared to $71.9 million of net cash used in

financing activities in the prior year. In 2015, the Partnership received gross proceeds of $260.8 million from the issuance of Partnership notes and from the new
Partnership term loan. Net proceeds of $182.0 million were also received from draws on the revolving facility during 2015 to fund the CMT acquisition. We
received additional proceeds from the issuance of 1.8 million of common units in SunCoke Energy Partners, L.P. for $30.0 million and $2.3 million from issuance
of general partner's interest to SunCoke. These cash inflows were partially offset by the repayment of $231.3 million in long-term debt. The repayment of long-
term debt consists of $195.4 million to repay SunCoke's notes that we assumed, including principal and redemption premium, $35.3 million of Partnership notes
and $0.6 million of the Partnership's promissory note. The Partnership paid $12.8 million to repurchase units under the unit repurchase program, paid quarterly
cash

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distributions of $104.5 million to the unitholders of the Partnership and distributions to SunCoke of $3.6 million . The Partnership also paid debt issuance costs of
$5.3 million in 2015.

Net cash used in financing activities was $71.9 million for the year ended December 31, 2014 compared to net cash provided by financing activities of
$40.0 million for the prior year. In 2014, the Partnership repaid long-term debt of $276.3 million and made net repayments on the revolver of $40.0 million. We
also paid debt issuance costs of $5.8 million and made cash distributions to unitholders of $74.7 million and distributions to SunCoke of $20.9 million related to its
noncontrolling interest in the Partnership. These payments were partially offset by the cash received for the issuance of common units of $90.5 million and the
issuance of add-on Partnership Notes of $268.1 million . Lastly, the year ended December 31, 2014, included net transfers to parent of $13.1 million , further
described below.

The Predecessor's operations were funded with cash from our operations and funding from SunCoke. As a result, none of SunCoke’s cash has been

assigned to us in the combined financial statements prior to the IPO and the changes in cash flow from operating and investing activities are currently the only
impacts on our cash flow from financing activities for those periods. Transfers of cash to SunCoke’s financing and cash management program directly impact the
Predecessor's cash flow from financing activities. Following our IPO, we maintain our own bank accounts.

Capital Requirements and Expenditures

Our cokemaking operations are capital intensive, requiring significant investment to upgrade or enhance existing operations and to meet environmental
and operational regulations. The level of future capital expenditures will depend on various factors, including market conditions and customer requirements, and
may differ from current or anticipated levels. Material changes in capital expenditure levels may impact financial results, including but not limited to the amount of
depreciation, interest expense and repair and maintenance expense.

Our capital requirements have consisted, and are expected to consist, primarily of:

•

Ongoing capital expenditures required to maintain equipment reliability, ensure 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; and

Environmental remediation project expenditures required to implement design changes to ensure that our existing facilities operate in accordance
with existing environmental permits.

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

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

16.8 $

20.9

4.6

42.3 $

21.2 $

46.4

—

67.6 $

18.3

27.9

—

46.2

Ongoing capital
Environmental remediation project (1)
CMT (2)

Total

(1)

(2)

Includes $2.9 million , $3.2 million , and $1.0 million of interest capitalized in connection with the environmental remediation project at Haverhill for the
years ended December 31, 2015 , 2014 and 2013 , respectively.

Includes capital expenditures of $3.8 million on the ship loader and the expansion project paid for with pre-funded cash restricted in conjunction with the
acquisition of CMT and $0.8 million of interest capitalized in connection with the projects.

In 2016, we expect lower ongoing capital spending across the entire fleet and will focus our efforts on projects that are geared toward asset care and

increasing workforce safety. Additionally, we have shifted the timing of the environmental remediation project at Granite City and will begin the work in 2017.

In 2016, excluding pre-funded capital projects at CMT, we expect our capital expenditures to be approximately $18 million , which includes ongoing

capital expenditures of approximately $15 million . We expect that capital expenditures will remain at this level in 2017 and 2018.

We retained $119 million in proceeds from the Partnership Offering, and subsequent dropdowns to fund our environmental remediation projects to

comply with the expected terms of a consent decree at the Haverhill and Granite City

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cokemaking operations. Pursuant to the omnibus agreement, any amounts that we spend on these projects in excess of the $119 million will be reimbursed by
SunCoke. Prior to our formation, SunCoke spent approximately $7 million related to these projects. The Partnership has spent approximately $86 million to date
and the remaining capital is expected to be spent through the first quarter of 2019 .

Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 2015 :

Total

2016

2017-2018

2019-2020

Thereafter

(Dollars in millions)

Payment Due Dates

Total Debt: (1)

Principal

Interest
Operating leases (2)

Purchase obligations:

Coal
Transportation and coal handling (3)

898.8 $

224.5

4.2

169.2

163.9

1.1 $

53.2

1.4

169.2

21.7

13.0 $

97.4

1.6

—

32.7

798.2 $

71.3

1.2

—

34.5

Total

1,460.6 $

246.6 $

144.7 $

905.2 $

86.5

2.6

—

75.0

164.1

(1) At December 31, 2015 debt consists of $552.5 million of Partnership notes, $114.3 million of Partnership promissory note, $182.0 million of Partnership

revolver and $50.0 million of Partnership term loan.

(2) Our operating leases include leases for office space, 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.

(3) Transportation and coal handling services consist primarily of railroad and terminal services attributable to delivery and handling of 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.

A purchase obligation is an enforceable and legally binding agreement to purchase goods or services that specifies significant terms, including: fixed or

minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our principal purchase
obligations in the ordinary course of business consist of coal and transportation and coal handling services, including railroad services. Our coal purchase
obligations are generally for terms of one or two years and are based on fixed prices. These purchase obligations generally include fixed or minimum volume
requirements. Transportation and coal handling obligations also typically include required minimum volume commitments and are for long-term agreements. The
purchase obligation amounts in the table above are based on the minimum quantities or services to be purchased at estimated prices to be paid based on current
market conditions. Accordingly, the actual amounts may vary significantly from the estimates included in the table.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.

Impact of Inflation

Although the impact of inflation has slowed in recent years, it is still a factor in the U.S. economy and may increase the cost to acquire or replace
properties, plants, and equipment and may increase the costs of labor and supplies. To the extent permitted by competition, regulation and existing agreements, we
have generally passed along increased costs to our customers in the form of higher fees. We expect to continue this practice.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon the combined and consolidated financial statements of

SunCoke Energy Partners, L.P., which have been prepared in accordance with GAAP. The preparation of these financial statements requires the use of estimates
and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Certain
accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts could have been
reported under different conditions, or if different assumptions had been used. Estimates and assumptions are evaluated on a regular basis. We and our Previous
Owners base our respective estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results
of which are not readily apparent from

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other sources. Actual results may differ from estimates and assumptions used in preparation of the combined and consolidated financial statements.

Business Combinations

On August 12, 2015, the Partnership completed the acquisition of a 100 percent ownership interest in Raven Energy LLC, which owns CMT, for a total

transaction value of $403.1 million . Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of
acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. In determining the fair values of
assets acquired and liabilities assumed, we make significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets.
Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset
lives. Although our estimates of fair value are based upon assumptions believed to be reasonable, actual results may differ. See further discussion of this analysis
in Note 4 to the consolidated financial statements for more information related to our acquisitions.

Properties, Plants and Equipment

The cost of plants and equipment is generally depreciated on a straight-line basis over the estimated useful lives of the assets. Useful lives of assets which

are depreciated on a straight-line basis are based on historical experience and are adjusted when changes in the expected physical life of the asset, its planned use,
technological advances, or other factors show that a different life would be more appropriate. Changes in useful lives that do not result in the impairment of an
asset are recognized prospectively. In 2015, we revised the estimated useful lives on various assets at certain of our facilities, resulting in additional depreciation of
$4.2 million , or $0.08 per unit.

Normal repairs and maintenance costs are expensed as incurred. Direct costs, such as outside labor, materials, internal payroll and benefit costs, incurred
as a part of capital projects that extend an asset's useful life, increase its productivity or add production capacity at our facilities are capitalized; indirect costs are
not capitalized. Repairs and maintenance costs, which are generally reimbursed as part of the pass-through nature of our contracts, were $63.0 million , $61.8
million and $49.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

Accounting for Impairment of Long-Lived Assets

Long-lived assets, other than those held for sale, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of the assets may not be recoverable. Such events and circumstances include, among other factors: operating losses; unused capacity; market value
declines; changes in the expected physical life of an asset; technological developments resulting in obsolescence; changes in demand for our products or in end-use
goods manufactured by others utilizing our products as raw materials; changes in our business plans or those of our major customers, suppliers or other business
partners; changes in competition and competitive practices; uncertainties associated with the U.S. and world economies; changes in the expected level of capital,
operating or environmental remediation project expenditures; and changes in governmental regulations or actions. Additional factors impacting the economic
viability of long-lived assets are described under “Cautionary Statement Concerning Forward-Looking Statements.”

A long-lived asset that is not held for sale is considered to be impaired when the undiscounted net cash flows expected to be generated by the asset are

less than its carrying amount. Such estimated future cash flows are highly subjective and are based on numerous assumptions about future operations and market
conditions. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset. It is also difficult to
precisely estimate fair market value because quoted market prices for our long-lived assets may not be readily available. Therefore, fair market value is generally
based on the present values of estimated future cash flows using discount rates commensurate with the risks associated with the assets being reviewed for
impairment. We have had no significant asset impairments during the years ended December 31, 2015 , 2014 and 2013 .

Goodwill and Other Intangibles

Goodwill, which represents the excess of the purchase price over the fair value of net assets acquired, is tested for impairment as of October 1 of each

The Partnership performed its annual goodwill impairment test as of October 1, 2015, with no indication of impairment. The Coal Logistics reporting unit
has a goodwill carrying value of $67.7 million as of December 31, 2015 . During our annual goodwill impairment test performed as of October 1, we estimated fair
value exceeded carrying value of the

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reporting unit by approximately 15 percent. There were no impairments of goodwill or other intangible assets during the periods presented. See Note 12 of the
combined and consolidated financial statements.

We have finite-lived intangible assets with net values of $187.4 million and $6.9 million as of December 31, 2015 and 2014 , respectively. Intangible

We test the carrying amount of our finite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying

amount of such assets may not be recoverable. This assessment employs a two-step approach. The first step is used to determine if a potential impairment exists
while the second step measures the associated impairment loss, if any. An impairment loss is recognized if, in performing the impairment review, it is determined
that the carrying amount of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group
and its eventual disposition. No triggering events occurred during the periods presented.

Recent Accounting Standards

See Note 2 to the combined and consolidated financial statements.

Non-GAAP Financial Measures

In addition to the GAAP results provided in the Annual Report on Form 10-K, we have provided a non-GAAP financial measure, Adjusted EBITDA.

Reconciliation from GAAP to the non-GAAP measurement is presented below.

Our management, as well as certain investors, uses this non-GAAP measure to analyze our current and expected future financial performance. This

measure is not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, non-GAAP financial measures used by other
companies.

The Partnership evaluates the performance of its segment based on segment Adjusted EBITDA, which is defined as earnings before interest, taxes,

depreciation and amortization adjusted for sales discounts and Coal Logistics deferred revenue. Prior to the expiration of our nonconventional fuel tax credits in
2013, Adjusted EBITDA included an add-back of sales discounts related to the sharing of these credits with our customers. Any adjustments to these amounts
subsequent to 2013 have been included in Adjusted EBITDA. Coal Logistics deferred revenue adjusts for differences between the timing of recognition of take-or-
pay shortfalls into revenue for GAAP purposes versus the timing of payments from our customers. This adjustment aligns Adjusted EBITDA more closely with
cash flow. Adjusted EBITDA does not represent and should not be considered an alternative 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 Partnership'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 an
alternative to net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP. Set forth below is additional
discussion of the limitations of Adjusted EBITDA as an analytical tool.

Limitations. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted
EBITDA also has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP.
Some of these limitations include that Adjusted EBITDA:

•

does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

does not reflect items such as depreciation and amortization;

does not reflect changes in, or cash 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 attributable to noncontrolling interests.

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Below is a reconciliation of Adjusted EBITDA (unaudited) to net income and net cash provided by operating activities, which are its most directly

comparable financial measures calculated and presented in accordance with GAAP:

Years Ended December 31,

2015

2014

2013

Adjusted EBITDA attributable to SunCoke Energy Partners, L.P.
Add: Adjusted EBITDA attributable to Previous Owners (1)
Add: Adjusted EBITDA attributable to noncontrolling interest (2)

Adjusted EBITDA

Subtract:

Depreciation and amortization expense

Interest expense, net

Income tax (benefit) expense
Sales discounts provided to customers due to sharing of nonconventional fuel tax credits (3)

Coal Logistics deferred revenue (4)

Net income

Add:

Depreciation and amortization expense

(Gain) loss on extinguishment of debt

Changes in working capital and other

Net cash provided by operating activities

(Dollars in millions)

191.9 $

130.9 $

1.5

8.3

38.3

19.7

201.7 $

188.9 $

67.4 $

54.3 $

47.5

(2.5)

—

(2.9)

37.1

10.5

(0.5)

—

103.5

39.6

51.7

194.8

46.6

15.4

1.8

6.8

—

92.2 $

87.5 $

124.2

67.4 $

54.3 $

(0.7)

(9.5)

15.4

(30.7)

46.6

—

(5.0)

149.4 $

126.5 $

165.8

(1) Reflects net income attributable to our Granite City facility prior to the Granite City Dropdown on January 13, 2015 adjusted for Granite City's share of

interest, taxes, depreciation and amortization during the same period.

(2) Reflects net income attributable to noncontrolling interest adjusted for noncontrolling interest's share of interest, taxes, depreciation and amortization.

(3) 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 Granite City customer. During first quarter of 2014, we settled this obligation for $13.1 million which resulted in a gain of $0.5
million. This gain is recorded in sales and other operating revenue on our Combined and Consolidated Statement of Income.

(4) Coal Logistics deferred revenue adjusts for differences between the timing of recognition of take-or-pay shortfalls into revenue for GAAP purposes versus the

timing of payments from our customers. This adjustment aligns Adjusted EBITDA more closely with cash flow.

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Below is a reconciliation of 2016 Estimated Adjusted EBITDA to its closest GAAP measures:

Adjusted EBITDA attributable to SunCoke Energy Partners, L.P.
Add: Adjusted EBITDA attributable to noncontrolling interest (1)

Adjusted EBITDA

Less:

Depreciation and amortization expense

Interest expense, net

Income tax expense

Net income (2)

Add:

Depreciation and amortization expense

Changes in working capital and other

Income tax expense

Net cash provided by operating activities

2016

Low

High

(Dollars in millions)

207 $

210 $

78 $

(2)

(1)

149 $

217

220

(2)

(1)

163

(1) Reflects net income attributable to noncontrolling interest adjusted for noncontrolling interest's share of interest, taxes, depreciation and amortization.

(2) Does not reflect any potential impact from extinguishment of debt.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this Annual Report on Form 10-K, including, among others, in the sections entitled “Risk Factors,”

“Quantitative and Qualitative Disclosures About Market Risk” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Such forward-looking statements are based on management’s beliefs and assumptions and on information currently available. Forward-looking statements include
the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth
opportunities, potential operating performance, 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. In particular, statements
in this Annual Report on Form 10-K concerning future distributions are subject to approval by our Board of Directors and will be based upon circumstances then
existing.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-
looking statements. You should not put undue reliance on any forward-looking statements. We do not have any intention or obligation to update any forward-
looking statement (or its associated cautionary language), whether as a result of new information or future events, after the date of this Annual Report on Form 10-
K, except as required by applicable law.

The risk factors discussed in “Risk Factors” could cause our results to differ materially from those expressed in these forward-looking statements. There

also may be other risks that we are unable to predict at this time. Such risks and uncertainties include, without limitation:

•

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 coals;

changes in the marketplace that may affect our cokemaking business, including the supply and demand for our coke, as well as increased imports of
coke from foreign producers;

competition from alternative steelmaking and other technologies that have 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 and cyclical downturns in the coal market, in the carbon steel industry, and other industries in which our customers operate;

our ability to enter into new, or renew existing, long-term agreements upon favorable terms for the sale of coke steam, or electric power, or for coal
handling services;

our ability to identify acquisitions, execute them under favorable terms and integrate them into our existing business operations;

our ability to realize expected benefits from investments and acquisitions;

our ability to consummate investments under favorable terms, including with respect to existing cokemaking facilities, which may utilize by-product
technology, in the U.S. and Canada, and integrate them into our existing businesses and have them perform at anticipated levels;

our ability to develop, design, permit, construct, start up or operate new cokemaking facilities in the U.S.;

our ability to successfully implement our growth strategy;

age of, and changes in the reliability, efficiency and capacity of the various equipment and operating facilities used in our cokemaking and/or Coal
Logistics operations, and in the operations of our major customers, business partners and/or suppliers;

changes in the expected operating levels of our assets;

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•

our ability to meet minimum volume requirements, coal-to-coke yield standards and coke quality standards in our coke sales agreements;

changes in the level of capital expenditures or operating expenses, including any changes in the level of environmental capital, operating or
remediation expenditures;

our ability to service our outstanding indebtedness;

our ability to comply with the restrictions imposed by our financing arrangements;

our ability to comply with federal or state environmental statutes, rules or regulations

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 cokemaking and/or Coal Logistics operations, 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 business or commercial operations of all customers or supplies

disruption in our information technology infrastructure and/or loss of our ability to securely store, maintain, or transmit data due to security breach by
hackers, employee error or malfeasance, terrorist attack, power loss, telecommunications failure or other events;

our ability to enter into joint ventures and other similar arrangements under favorable terms;

our ability to consummate assets sales, other divestitures and strategic restructuring in a timely manner upon favorable terms, and/or realize the
anticipated benefits from such actions;

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 credit terms required by our suppliers;

risks related to labor relations and workplace safety;

proposed or final changes in existing, or new, statutes, regulations, rules, governmental policies and taxes, or their interpretations, including those
relating to environmental matters and taxes;

the existence of hazardous substances or other environmental contamination on property owned or used by us;

receipt of regulatory approvals and compliance with contractual obligations required in connection with our operations;

claims of noncompliance with any statutory and regulatory requirements;

the accuracy of our estimates of any necessary reclamation and/or remediation activities;

proposed or final changes in accounting and/or tax methodologies, laws, regulations, rules, or policies, or their interpretations, including those
affecting inventories, leases, pensions, or income;

historical combined and consolidated financial data may not be reliable indicator of future results;

public company costs;

our indebtedness and certain covenants in our debt documents;

changes in product specifications for the coke that we produce or the coals that we mix, store and transport;

changes in insurance markets impacting costs and the level and types of coverage 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 pensions;

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•

changes in financial markets impacting pension expense and funding requirements;

inadequate protection of our intellectual property rights; and

effects of geologic conditions, weather, natural disasters and other inherent risks beyond our control.

The factors identified above are believed to be important factors, but not necessarily all of the important factors, that could cause actual results to differ
materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have material adverse effects on us.
All forward-looking statements included in this Annual Report on Form 10-K are expressly qualified in their entirety by the foregoing cautionary statements.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Our primary areas of market risk relate to changes in the price of coal, which is the key raw material for our cokemaking business, steel and coal mining

market conditions and interest rates. We do not enter into any market risk sensitive instruments for trading purposes.

The largest component of the price of our coke is coal cost. However, under the coke sales agreements at all of our cokemaking facilities, coal costs are a
pass-through component of the coke price, provided that we are able to realize certain targeted coal-to-coke yields. As such, when targeted coal-to-coke yields are
achieved, the price of coal is not a significant determining factor in the profitability of these facilities.

The provisions of our coke sales agreements require us to meet minimum production levels and generally require us to secure replacement coke supplies

at the prevailing contract price if we do not meet contractual minimum volumes. Because market prices for coke are generally highly correlated to market prices
for metallurgical coal, to the extent any of our facilities are unable to produce their contractual minimum volumes, we are subject to market risk related to the
procurement of replacement supplies.

Our steelmaking customers are currently operating in an environment that is significantly challenged by declining steel prices and lower demand. The
combination of reduced drilling activity caused by low oil and natural gas prices and continued excessively high import activity, which has served to drastically
depress both spot and contract prices for steel, has driven a deteriorating market for flat rolled and tubular steel. Several steel producers, including certain of our
customers, have filed petitions with the Department of Commerce and the International Trade Commission, alleging that unfairly traded imports are causing
material injury to the domestic steel industry in the United States and that foreign steel producers benefit from significant subsidies provided by the governments of
their respective countries. While trade action is underway, domestic steel utilization rates are down significantly from 2014 utilization rates. As a result of these
current market conditions, certain of our customers have temporarily idled portions of their facilities, but continue to comply with the terms of our long-term, take-
or-pay contracts.

Our Coal Logistics coal mining customers are currently faced with a market depressed by oversupply and declining prices. Our CMT customers are also

We do not use derivatives to hedge any of our coal purchases. Although we have not previously done so, we may enter into derivative financial

instruments from time to time in the future to economically manage our exposure related to these market risks.

We are exposed to changes in interest rates as a result of our borrowing activities and our cash balances. The daily average outstanding balance on
borrowings with variable interest rates was $80.1 million during the year ended December 31, 2015 . Assuming a 50 basis point change in LIBOR, interest expense
would have changed by $0.4 million in 2015.

At December 31, 2015, we had cash and cash equivalents of $48.6 million , which accrues interest at various rates. Assuming a 50 basis point change in

the rate of interest associated with our cash and cash equivalents, interest income would have changed by $0.2 million in 2015.

Item 8.

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

SUNCOKE ENERGY PARTNERS, L.P.

COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms

Combined and Consolidated Statements of Income for the Years Ended December 31, 2015, 2014 and 2013

Combined and Consolidated Balance Sheets at December 31, 2015 and 2014

Combined and Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013

Combined and Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014 and 2013

Notes to Combined and Consolidated Financial Statements

1. General

2. Summary of Significant Accounting Policies

3. Initial Public Offering

4. Acquisitions

5. Noncontrolling Interest

6. Related Party Transactions

7. Customer Concentrations

8. Net Income per Unit and Cash Distribution

9. Income Taxes

10. Inventories

11. Properties, Plants and Equipment, Net

12. Goodwill and Other Intangible Assets

13. Retirement and Other Post-Employment Benefits Plans

14. Debt

15. Commitments and Contingent Liabilities

16. Supplemental Cash Flow Information

17. Fair Value Measurements

18. Business Segment Information

19. Selected Quarterly Data (unaudited)

Page

Report of Independent Registered Public Accounting Firm

The Board of Directors and Unitholders
SunCoke Energy Partners, L.P.

We have audited the accompanying consolidated balance sheet of SunCoke Energy Partners, L.P. and subsidiaries as of December 31, 2015 , and the related
combined and consolidated statements of income, equity and cash flows for the year ended December 31, 2015 . These financial statements are the responsibility
of the Partnership’s management. Our responsibility is to express an opinion on these combined and consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the combined and consolidated financial statements referred to above present fairly, in all material respects, the financial position of SunCoke
Energy Partners, L.P. and subsidiaries as of December 31, 2015 and the results of their operations and their cash flows for the year ended December 31, 2015 , in
conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Chicago, Illinois
February 18, 2016

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Unitholders
SunCoke Energy Partners, L.P.

We have audited the accompanying combined and consolidated balance sheet of SunCoke Energy Partners, L.P. as of December 31, 2014 and the related combined
and consolidated statements of income, cash flows and equity for each of the two years in the period ended December 31, 2014. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to
perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined and consolidated financial position of SunCoke
Energy Partners, L.P. at December 31, 2014 and the related combined and consolidated results its operations and its cash flows for each of the two years in the
period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Chicago, Illinois
April 30, 2015

Table of Contents

SunCoke Energy Partners, L.P.
Combined and Consolidated Statements of Income

Revenues

Sales and other operating revenue

Costs and operating expenses

Cost of products sold and operating expenses

Selling, general and administrative expenses

Depreciation and amortization expense

Total costs and operating expenses

Operating income

Interest expense, net

Income before income tax expense

Income tax (benefit) expense

Net income

Less: Net income attributable to noncontrolling interests

Net income attributable to SunCoke Energy Partners, L.P./
Previous Owner

Less: Net income attributable to Previous Owner

Net income attributable to SunCoke Energy Partners, L.P.

General partner's interest in net income

Limited partners' interest in net income

Net income per common unit (basic and diluted)

Net income per subordinated unit (basic and diluted)

Weighted average common units outstanding (basic and diluted)

Weighted average subordinated units outstanding (basic and diluted)

Years Ended December 31,

2015

2014

2013

(Dollars and units in millions, except per unit amounts)

838.5 $

873.0 $

599.6

34.3

67.4

701.3

137.2

47.5

89.7

(2.5)

92.2 $

6.2

86.0

0.6

85.4 $

8.6 $

77.4 $

1.92 $

1.71 $

26.2

15.7

656.3

27.3

54.3

737.9

135.1

37.1

98.0

10.5

87.5 $

15.7

71.8

15.8

56.0 $

18.2 $

53.6 $

1.58 $

1.43 $

19.7

15.7

931.7

715.4

28.3

46.6

790.3

141.4

15.4

126.0

1.8

124.2

40.8

83.4

24.8

58.6

26.4

57.0

1.81

15.7

(See Accompanying Notes)

Table of Contents

SunCoke Energy Partners, L.P.
Combined and Consolidated Balance Sheets

Assets

Cash and cash equivalents

Receivables

Receivables from affiliates, net

Inventories

Other current assets

Total current assets

Restricted cash

Properties, plants and equipment, net

Goodwill

Other intangible assets

Deferred income taxes

Deferred charges and other assets

Total assets

Liabilities and Equity

Accounts payable

Accrued liabilities

Current portion of long-term debt

Interest payable

Total current liabilities

Long-term debt

Deferred income taxes

Asset retirement obligation

Other deferred credits and liabilities

Total liabilities

Equity

Held by public:

Common units 20,787,744 and 16,789,164 units issued at December 31, 2015 and 2014, respectively)

Held by parent:

Common units 9,705,999 and 4,904,752 units issued at December 31, 2015 and 2014, respectively)

Subordinated units (15,709,697 units issued at December 31, 2015 and 2014, respectively)

General partner interest

Parent net equity

Partners’ capital attributable to SunCoke Energy Partners, L.P./Previous Owner's net equity

Noncontrolling interest

Total equity

Total liabilities and equity

December 31,

2015

2014

(Dollars in millions)

48.6 $

40.0

1.4

77.1

2.0

169.1

17.7

1,326.5

67.7

187.4

—

0.5

33.3

36.3

3.1

90.4

0.9

164.0

—

1,213.4

8.2

6.9

22.2

2.3

1,768.9 $

1,417.0

45.3 $

12.9

1.1

17.5

76.8

894.5

38.0

5.6

9.0

1,023.9

300.0

211.0

203.3

15.1

—

729.4

15.6

745.0

61.1

11.2

—

12.3

84.6

399.0

—

5.3

1.4

490.3

239.1

113.8

203.7

9.2

349.8

915.6

11.1

926.7

(See Accompanying Notes)

1,768.9 $

1,417.0

Table of Contents

SunCoke Energy Partners, L.P.

Combined and Consolidated Statements of Cash Flows

Cash Flows from Operating Activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

Deferred income tax (benefit) expense

(Gain) loss on extinguishment of debt

Changes in working capital pertaining to operating activities (net of acquisitions):

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

92.2 $

87.5 $

124.2

67.4

(2.5)

(0.7)

(8.6)

3.3

15.0

(12.1)

(5.4)

0.5

0.3

149.4

(42.3)

(191.7)

(17.7)

(251.7)

30.0

260.8

(231.3)

(5.3)

232.0

(50.0)

(104.5)

(3.6)

(12.8)

2.3

—

117.6

15.3

33.3

54.3

10.5

15.4

(10.1)

3.3

(9.4)

(18.4)

(13.3)

7.7

(1.0)

126.5

(67.6)

—

(67.6)

90.5

268.1

(276.3)

(5.8)

40.0

(80.0)

(74.7)

(20.9)

—

0.3

(13.1)

(71.9)

(13.0)

46.3

46.6

1.8

—

(24.0)

(6.4)

14.7

22.6

(23.8)

4.6

5.5

165.8

(46.2)

(113.3)

—

(159.5)

231.8

150.0

(225.0)

(6.8)

40.0

—

(37.2)

(82.9)

—

0.9

(30.8)

40.0

46.3

—

46.3

6.0

—

48.6 $

33.3 $

49.8 $

0.8 $

15.7 $

— $

(See Accompanying Notes)

Receivables

Receivables from affiliate, net

Inventories

Accounts payable

Accrued liabilities

Interest payable

Other

Net cash provided by operating activities

Cash Flows from Investing Activities:

Capital expenditures

Acquisitions of business, net of cash received

Restricted cash

Net cash used in investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of common units, net of offering costs

Proceeds from issuance of long-term debt

Repayment of long-term debt

Debt issuance costs

Proceeds from revolving credit facility

Repayment of revolving credit facility

Distributions to unitholders (public and parent)

Distributions to noncontrolling interest (SunCoke Energy, Inc.)

Common public unit repurchases

Capital contribution from SunCoke Energy Partners GP LLC

Net transfers to parent net equity

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental Disclosure of Cash Flow Information

Interest paid

Income taxes paid

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SunCoke Energy Partners, L.P.

Combined and Consolidated Statements of Equity

Previous
Owner/Parent net
equity

Common - Public

Common -
SunCoke

Subordinated
- SunCoke

General Partner -
SunCoke

Non- controlling
Interest

Total

Partnership

(Dollars in millions)

At December 31, 2012

958.3 $

— $

958.3

Pre-IPO predecessor net assets not assumed

by SunCoke Energy Partners, L.P.

(52.6)

—

(52.6)

Allocation of 65 percent of

Haverhill/Middletown net parent
investment to unitholders

SunCoke Energy, Inc. 35 percent retained
interest in Haverhill and Middletown

Proceeds from initial public offering, net of

offering expenses

Net income

Unit-based compensation expense

Capital contribution from SunCoke Energy

Partners GP LLC

Distributions to SunCoke Energy, Inc.

Distributions to unitholders

Net decrease in parent net equity

(359.3)

(193.3)

—

24.8

—

(30.8)

—

231.8

24.5

0.1

—

(15.6)

—

43.5

308.6

7.2

—

4.0

—

(3.9)

(2.6)

—

193.3

—

28.5

—

(28.5)

(18.2)

—

1.6

—

0.9

(0.6)

(0.8)

—

40.8

—

(49.9)

—

231.8

124.2

0.1

0.9

(82.9)

(37.2)

(30.8)

At December 31, 2013

347.1 $

240.8 $

41.0 $

290.4 $

8.3 $

184.2 $

1,111.8

Net income

Distributions to unitholders

Distributions to noncontrolling interest

Proceeds from equity issuance to public

unitholders

Acquisition of additional interest in Haverhill

and Middletown:

Issuances of units

Cash payment

Adjustments to equity related to the

acquisition

Capital contribution

Net decrease in parent net equity

15.8

—

23.8

(32.3)

—

6.2

(8.6)

—

23.6

(31.7)

—

2.4

(2.1)

—

15.7

—

(17.5)

87.5

(74.7)

(17.5)

—

90.5

—

90.5

—

(13.1)

—

(1.6)

(82.1)

—

80.0

(0.2)

(4.6)

—

(1.5)

(77.1)

—

3.3

(0.1)

(2.9)

0.3

—

83.3

(3.4)

(171.3)

(338.0)

—

0.3

(13.1)

926.7

At December 31, 2014

349.8 $

239.1 $

113.8 $

203.7 $

9.2 $

11.1 $

(See Accompanying Notes)

Table of Contents

At December 31, 2014

Net income

Distribution to unitholders

Distribution to noncontrolling interest

Unit repurchases

Issuance of units

Adjustments to equity for the acquisition of an

interest in Granite City

Allocation of parent net equity in Granite City to

Previous
Owner/Parent net
equity

Common - Public

Common -
SunCoke

Subordinated
- SunCoke

General Partner -
SunCoke

Non- controlling
Interest

Total

Partnership

349.8 $

239.1 $

(Dollars in millions)
203.7 $

113.8 $

9.2 $

11.1 $

0.6

—

34.0

(43.3)

—

(12.8)

75.0

14.9

(19.0)

—

98.0

28.5

(36.1)

—

8.0

(6.1)

—

3.7

6.2

—

(3.6)

—

926.7

92.2

(104.5)

(3.6)

(12.8)

176.7

—

(106.7)

(44.6)

(94.4)

(5.1)

—

(250.8)

SunCoke Energy Partners, L.P.

(271.5)

114.7

47.9

101.6

5.4

1.9

—

Granite City net assets not assumed by SunCoke

Energy Partners, L.P.

At December 31, 2015

(78.9)

—

— $

300.0 $

211.0 $

203.3 $

15.1 $

15.6 $

(78.9)

745.0

(See Accompanying Notes)

Table of Contents

1. General

Description of Business

SunCoke Energy Partners, L.P.

Notes to Combined and Consolidated Financial Statements

SunCoke Energy Partners, L.P., (the "Partnership," "we," "our" and "us"), is a Delaware limited partnership formed in July 2012, which primarily

produces coke used in the blast furnace production of steel. We also provide coal handling and/or mixing services at our Coal Logistics terminals.

At December 31, 2015 , we owned a 98 percent interest in Haverhill Coke Company LLC ("Haverhill"), Middletown Coke Company, LLC

Coke is a principal raw material in the blast furnace steelmaking process. Coke is generally produced by heating metallurgical coal in a refractory oven,

Our Granite City facility and the first phase of our Haverhill facility, or Haverhill 1, have steam generation facilities which use hot flue gas from the

Our Coal Logistics business provides coal handling and/or mixing services to steel, coke (including some of our domestic cokemaking facilities), electric

Basis of Presentation

On January 24, 2013 , we completed the initial public offering ("IPO") of our common units representing limited partner interests (the "Partnership

The Granite City Dropdown was a transfer of businesses between entities under common control. Accordingly, our historical financial information has

been retrospectively adjusted to include the historical consolidated results and financial position of the Partnership combined with SunCoke’s historical results and
financial position of Granite City, (the “Previous Owner”), after the elimination of all intercompany accounts and transactions. The Granite City historical results
before the Granite City Dropdown are referred to as income attributable to Previous Owner on the Combined and Consolidated Statements of Income. For the year
ended December 31, 2013, income attributable to Previous Owner on the Combined and

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Consolidated Statements of Income includes $3.5 million of predecessor net income for the operations of our Haverhill and Middletown, (the "Predecessor"),
facilities during the period prior to our IPO. The Granite City Dropdown did not impact historical earnings per unit as pre-acquisition earnings were allocated to
our general partner.

Prior to their acquisitions by the Partnership, our cokemaking facilities participated in centralized financing with SunCoke and cash management
programs were not maintained at the plant level. Accordingly, none of SunCoke’s cash or interest income has been assigned to the Previous Owner, Granite City,
or the Predecessor, Haverhill and Middletown, in the combined financial statements. Advances between the Previous Owner/Predecessor and SunCoke that are
specifically related to the Previous Owner/Predecessor have been reflected in the combined financial statements. Transfers of cash to and from SunCoke’s
financing and cash management program are reflected as a component of parent net equity on the Combined and Consolidated Balance Sheets.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management

to make estimates and assumptions that affect the amounts reported in the combined and consolidated financial statements and accompanying notes. Actual
amounts could differ from these estimates.

Revenue Recognition

The Partnership sells coke as well as steam and electricity and also provides coal mixing and handling services to third-party customers. Revenues related

to the sale of products are recognized when title passes, while service revenues are recognized when services are provided, as defined by customer contracts.
Revenues are not recognized until sales prices are fixed or determinable and collectability is reasonably assured.

Substantially all of the coke produced by the Partnership is sold pursuant to long-term contracts with its customers. The Partnership evaluates each of its

contracts to determine whether the arrangement contains a lease under the applicable accounting standards. If the specific facts and circumstances indicate that it is
remote that parties other than the contracted customer will take more than a minor amount of the coke that will be produced by the property, plant and equipment
during the term of the coke supply agreement, and the price that the customer is paying for the coke is neither contractually fixed per unit nor equal to the current
market price per unit at the time of delivery, then the long-term contract is deemed to contain a lease. The lease component of the price of coke represents the
rental payment for the use of the property, plant and equipment, and all such payments are accounted for as contingent rentals as they are only earned by the
Partnership when the coke is delivered and title passes to the customer. The total amount of revenue recognized by the Partnership for these contingent rentals
represents less than 10 percent of sales and other operating revenues for each of the years ended December 31, 2015 , 2014 and 2013 .

The Partnership receives payment for shortfall obligations on certain Coal Logistics take-or-pay contracts. The cash in excess of service performed is

recorded as deferred revenue. Deferred revenue on take-or-pay contracts is recognized into income when earned as determined by the terms of the contract.
Deferred revenue is included in accrued liabilities on the Combined and Consolidated Balance Sheets.

Business Combinations

On August 12, 2015, the Partnership completed the acquisition of a 100 percent ownership interest in Raven Energy LLC, which owns CMT, for a total

Cash Equivalents

The Partnership considers all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents.

These cash equivalents consist principally of time deposits and money market investments.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method, except for materials and supplies inventory,

which are determined using the average-cost method.

The Partnership utilizes the selling prices under its long-term coke supply contracts to record lower of cost or market inventory adjustments.

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Properties, Plants and Equipment, Net

Plants and equipment are depreciated on a straight-line basis over their estimated useful lives. Coke and energy plant, machinery and equipment are

depreciated over 25 to 30 years . Coal logistics plant and equipment are depreciated over 15 to 35 years . Depreciation is excluded from cost of products sold and
operating expenses and is presented separately in the Combined and Consolidated Statements of Income. Gains and losses on the disposal or retirement of fixed
assets are reflected in earnings when the assets are sold or retired. In 2015 we revised the estimated useful lives on various assets at certain of our cokemaking
facilities, resulting in additional depreciation of $4.2 million , or $0.08 per unit. Amounts incurred that extend an asset’s useful life, increase its productivity or add
production capacity are capitalized. The Partnership has recorded capitalized interest costs related to its environmental remediation projects of $2.9 million , $3.2
million and $1.0 million in 2015 , 2014 and 2013 , respectively. Additionally, the Partnership has recorded capitalized interest costs related to the capital expansion
at CMT of $0.8 million in 2015 . See Note 15 . Direct costs, such as outside labor, materials, internal payroll and benefits costs, incurred during capital projects are
capitalized; indirect costs are not capitalized. Normal repairs and maintenance costs are expensed as incurred.

Asset Retirement Obligations

The fair value of a liability for 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 associated asset retirement costs are capitalized as part of the carrying amount of the asset and depreciated over its remaining estimated useful life. At
December 31, 2015 and 2014 , Granite City had asset retirement obligations of $5.6 million and $5.3 million , respectively, primarily related to costs associated
with restoring land to its original state, which are included in other deferred credits and liabilities on the Combined and Consolidated Balance Sheets.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be

recoverable. Such events and circumstances include, among other factors: operating losses; unused capacity; market value declines; changes in the expected
physical life of an asset; technological developments resulting in obsolescence; changes in demand for our products or in end-use goods manufactured by others
utilizing our products as raw materials; changes in our business plans or those of our major customers, suppliers or other business partners; changes in competition
and competitive practices; uncertainties associated with the U.S. and world economies; changes in the expected level of capital, operating or environmental
remediation project expenditures; and changes in governmental regulations or actions.

A long-lived asset is considered to be impaired when the undiscounted net cash flows expected to be generated by the asset are less than its carrying

amount. Such estimated future cash flows are highly subjective and are based on numerous assumptions about future operations and market conditions. The
impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset. It is also difficult to precisely estimate fair
market value because quoted market prices for our long-lived assets may not be readily available. Therefore, fair market value is generally based on the present
values of estimated future cash flows using discount rates commensurate with the risks associated with the assets being reviewed for impairment. We have had no
significant asset impairments during the years ended December 31, 2015 , 2014 and 2013 .

Goodwill and Other Intangibles

Goodwill, which represents the excess of the purchase price over the fair value of net assets acquired, is tested for impairment as of October 1 of each

year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit to below its carrying value. The Coal
Logistics reporting unit had goodwill carrying amounts of $67.7 million and $8.2 million as of December 31, 2015 and 2014, respectively. The analysis of
potential goodwill impairment employs a two-step process. The first step involves the estimation of fair value of our reporting units. If step one indicates that
impairment of goodwill potentially exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the
estimated implied fair value of goodwill is less than its carrying value. There were no impairments of goodwill or other intangible assets during the periods
presented. See Note 12 .

We have finite-lived intangible assets with net values of $187.4 million and $6.9 million as of December 31, 2015 and 2014 , respectively. Intangible

assets are primarily comprised of customer contracts, customer relationships and permits. Intangible assets are amortized over their useful lives in a manner that
reflects the pattern in which the economic benefit of the intangible asset is consumed. Intangible assets are assessed for impairment when a triggering event occurs.
No triggering events occurred during periods presented. See Note 12 .

Shipping and Handling Costs

Shipping and handling costs are included in cost of products sold and operating expenses.

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Fair Value Measurements

The Partnership determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date. As required, the Partnership utilizes valuation techniques that maximize the use of observable inputs (levels 1 and 2)
and minimize the use of unobservable inputs (level 3) within the fair value hierarchy included in current accounting guidance. The Partnership generally applies the
“market approach” to determine fair value. This method uses pricing and other information generated by market transactions for identical or comparable assets and
liabilities. Assets and liabilities are classified within the fair value hierarchy based on the lowest level (least observable) input that is significant to the measurement
in its entirety.

Recently Issued Pronouncements

In November 2015, Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, "Income Taxes (Topic
740): Balance Sheet Classification of Deferred Taxes." ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a classified
statement of financial position. It is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption
permitted. The Partnership early adopted this ASU retrospectively during the fourth quarter of 2015. See Note 9 .

In September 2015, the FASB issued Accounting Standards Update ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for
Measurement-Period Adjustments." ASU 2015-16 eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized
at the acquisition date. It is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption
permitted. The Partnership does not expect this ASU to have a material effect on the Partnership's financial condition, results of operations, or cash flows.

In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which defers the

effective date of ASU 2014-09 by one year. This ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods
within that reporting period and permits early adoption on a limited basis. ASU 2014-09, “Revenue from Contracts with Customers,” requires an entity to
recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the consideration to which the Partnership expects to be
entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and
cash flows arising from the customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or
fulfill a contract. The Partnership is currently reviewing the provisions of ASU 2014-09 but does not expect it to have a material effect on the Partnership's
financial condition, results of operations, and cash flows.

In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory." ASU 2015-11 requires an entity to

measure inventory at the lower of cost and net realizable value, removing the consideration of current replacement cost. It is effective for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Partnership does not expect this ASU to have a material
effect on the Partnership's financial condition, results of operations, or cash flows.

In April 2015, the FASB issued ASU 2015-06, "2015-06-Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited

Partnership Dropdown Transactions (a consensus of the Emerging Issues Task Force)." ASU 2015-06 indicates how the earnings (losses) of a transferred business
before the date of a dropdown transaction should be allocated to the various interest holders, such as the general partner, in a master limited partnership for
purposes of calculating earnings per unit under the two-class method. It is effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2015, with early adoption permitted. The Partnership early adopted this ASU in 2015. Therefore, the Granite City Dropdown does not impact
historical earnings per limited partner unit as pre-acquisition earnings were allocated to our general partner.

In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost."

ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying
amount of that debt liability, consistent with debt discounts. It is effective for fiscal years, and interim periods within those fiscal years, beginning after December
15, 2015, with early adoption permitted. The Partnership early adopted this ASU during the first quarter of 2015. See Note 7.

In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 eliminates the

deferral of FASB Statement No. 167, "Amendments to FASB Interpretation No. 46(R)," and makes changes to both the variable interest model and the voting
model. It is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The
Partnership does not expect this ASU to have a material effect on the Partnership's financial condition, results of operations, or cash flows.

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Labor Concentrations

We are managed and operated by the officers of our general partner. Our operating personnel are employees of our operating subsidiaries. Our operating

3. Initial Public Offering

Initial Public Offering

On January 23, 2013 , in anticipation of the closing of the IPO, we entered into a contribution agreement with Sun Coal & Coke, a subsidiary of SunCoke,

and our general partner (the "Contribution Agreement"). Pursuant to the Contribution Agreement, upon the closing of the IPO on January 24, 2013 , Sun Coal &
Coke contributed to us an interest in each of Haverhill and Middletown which resulted in our owning a 65 percent interest in each of Haverhill and Middletown. In
exchange, our general partner continued to hold a 2 percent general partner interest in us and we issued to our general partner incentive distribution rights ("IDRs")
in us. We also issued to Sun Coal & Coke 2,209,697 common units and 15,709,697 subordinated units.

In conjunction with the closing of the IPO, we sold 13,500,000 common units, representing a 42.1 percent partnership interest, to the public at an initial

public offering price of $19.00 per common unit. Gross proceeds from the offering were approximately $256.5 million and net proceeds were approximately
$231.8 million after deducting underwriting discounts and offering expenses of $24.7 million , $6.0 million of which were paid by SunCoke in 2012 and
reimbursed by us upon the closing of the IPO. We assumed and repaid $225.0 million of SunCoke's term loan debt, and we retained $67.0 million for
environmental remediation project expenditures of Haverhill and Middletown, $12.4 million for sales discounts related to tax credits owed to customers of
Haverhill, and $39.6 million to replenish our working capital. We used a portion of the net proceeds from the IPO and the concurrent issuance and sale of senior
notes discussed below to make a distribution of $33.1 million to SunCoke to, in effect, reimburse SunCoke for expenditures made during the two -year period prior
to the IPO for the expansion and improvement of certain assets, an interest in which SunCoke contributed to us in connection with the IPO pursuant to the
Contribution Agreement described above.

Concurrent with the closing of the IPO, we and SunCoke Energy Partners Finance Corp., a Delaware corporation and a wholly owned subsidiary of ours,
as co-issuers, issued $150.0 million aggregate principal amount of 7.375 percent senior notes ("Partnership Notes") due in 2020 in a private placement to eligible
purchasers. The Partnership Notes are the senior unsecured obligations of the co-issuers and are guaranteed on a senior unsecured basis by each of our existing and
certain future subsidiaries other than SunCoke Energy Partners Finance Corp. We received net proceeds of approximately $146.3 million , net of debt issuance
costs of $3.7 million , from the offering of the Partnership Notes. We also incurred $2.2 million of debt issuance costs related to entering into a revolving credit
facility. See Note 14 .

Omnibus Agreement

In connection with the closing of the IPO, we entered into an omnibus agreement with SunCoke and our general partner that addresses certain aspects of

our relationship with them, including:

Business
Opportunities.
We have preferential rights to invest in, acquire and construct cokemaking facilities in the United States ("U.S.") and Canada. SunCoke
has preferential rights to all other business opportunities.

Potential
Defaults
by
Coke
Agreement
Counterparties.
For a period of five years from the closing date of the IPO, SunCoke has agreed to make us whole
(including an obligation to pay for coke) to the extent (i) AK Steel exercises the early termination right provided in its Haverhill coke sales agreement, (ii) any
customer fails to purchase coke or defaults in payment under its coke sales agreement (other than by reason of force majeure or our default) or (iii) we amend a
coke sales agreement's terms to reduce a customer's purchase obligation as a result of the customer's financial distress. We and SunCoke will share in any damages
and other amounts recovered from third-parties arising from such events in proportion to our relative losses.

During 2013 , SunCoke cooperated with AK Steel on its projected second half of 2013 coke needs after a blast furnace outage at their Middletown plant

in the second quarter of 2013 . Specifically, due to this outage, SunCoke agreed to manage production at the Haverhill cokemaking facility to be consistent with
annual contract maximums and to temporarily scale back coke production at the Middletown facility to name plate capacity levels in the second half of 2013 . As a
result, pursuant to this omnibus agreement, SunCoke, through the general partner, made capital contributions of $0.9 million to us during 2013 .

Environmental
Indemnity.
SunCoke will indemnify us to the full extent of any remediation at the Haverhill and Middletown cokemaking facilities arising from any
environmental matter discovered and identified as requiring remediation prior to the

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closing of the IPO. SunCoke contributed $67.0 million in partial satisfaction of this obligation from the proceeds of the IPO, an additional $7.0 million in
connection with the Haverhill and Middletown Dropdown and an additional $45.0 million in connection with the Granite City Dropdown. See Note 4 . If, prior to
the fifth anniversary of the closing of the IPO, a pre-existing environmental matter is identified as requiring remediation, SunCoke will indemnify us for up to
$50.0 million of any such remediation costs (we will bear the first $5.0 million of any such costs).

Other
Indemnification.
SunCoke will fully indemnify us with respect to any additional tax liability related to periods prior to or in connection with the closing of
the IPO or the Granite City Dropdown to the extent not currently presented on the Combined and Consolidated Balance Sheet. Additionally, SunCoke will either
cure or fully indemnify us for losses resulting from any material title defects at the properties owned by the entities acquired in connection with the closing of the
IPO or the Granite City Dropdown to the extent that those defects interfere with or could reasonably be expected to interfere with the operations of the related
cokemaking facilities. We will indemnify SunCoke for events relating to our operations except to the extent that we are entitled to indemnification by SunCoke.

License.
SunCoke has granted us a royalty-free license to use the name “SunCoke” and related marks. Additionally, SunCoke has granted us a non-exclusive right
to use all of SunCoke's current and future cokemaking and related technology. We have not paid and will not pay a separate license fee for the rights we receive
under the license.

Expenses
and
Reimbursement.
SunCoke will continue to provide us with certain corporate and other services, and we will reimburse SunCoke for all direct costs
and expenses incurred on our behalf and a portion of corporate and other costs and expenses attributable to our operations. SunCoke may consider providing
additional support to the Partnership in the future by providing a corporate cost reimbursement holiday, whereby the Partnership would not be required to
reimburse SunCoke for costs. Additionally, we paid all fees in connection with our senior notes offering and our revolving credit facility and have agreed to pay all
additional fees in connection with any future financing arrangement entered into for the purpose of replacing the credit facility or the senior notes.

So long as SunCoke controls our general partner, the omnibus agreement will remain in full force and effect unless mutually terminated by the parties. If
SunCoke ceases to control our general partner, the omnibus agreement will terminate, but our rights to indemnification and use of SunCoke's existing cokemaking
and related technology will survive. The omnibus agreement can be amended by written agreement of all parties to the agreement, but we may not agree to any
amendment that would, in the reasonable discretion of our general partner, be adverse in any material respect to the holders of our common units without prior
approval of the conflicts committee.

4. Acquisitions

On August 12, 2015 , the Partnership completed the acquisition of a 100 percent ownership interest in Raven Energy LLC, which owns Convent Marine
Terminal ("CMT"), for a total transaction value of $403.1 million . This transaction represents a significant expansion of the Partnership's Coal Logistics business
and marks our entry into export coal handling. CMT is one of the largest export terminals on the U.S. gulf coast and provides strategic access to seaborne markets
for coal and other industrial materials. Supporting low-cost Illinois basin coal producers, the terminal provides loading and unloading services and has direct rail
access and the capability to transload 10 million tons of coal annually. The facility is supported by long-term contracts with volume commitments covering all of
its current 10 million ton capacity.

The total transaction value of $403.1 million included the issuance of 4.8 million of the Partnership's common units to the previous owner of Raven
Energy LLC, The Cline Group, with an aggregate value of $75.0 million , based on the unit price on the date of close. In addition, the Partnership assumed a
$114.9 million , six -year term loan from Raven Energy LLC. The Partnership obtained additional funding for the transaction by drawing $185.0 million on the
Partnership's revolving credit facility. The Partnership paid $191.7 million in cash, which was partially funded by SunCoke in exchange for 1.8 million of the
Partnership's common units, with an aggregate value of $30.0 million . In connection with the acquisition, the Partnership’s general partner made a capital
contribution to the Partnership of approximately $2.3 million in order to preserve its 2 percent general partner interest. An additional $21.5 million in cash was
withheld to fund the completion of expansion capital improvements at CMT and is recorded in restricted cash on the Combined and Consolidated Balance Sheets.

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The following table summarizes the consideration transferred to acquire CMT and the amounts of identified assets acquired and liabilities assumed based

on the estimated fair value at the acquisition date:

Consideration:

Cash

Partnership common units

Assumption of Raven Energy LLC term loan

Cash withheld to fund capital expenditures

Total consideration transferred

Recognized amounts of identifiable assets acquired and liabilities assumed:

Receivables

Inventories

Other current assets

Properties, plants and equipment, net

Intangible assets

Accounts payable
Accrued liabilities (1)

Current portion of long-term debt

Long-term debt

Contingent consideration

Net recognized amounts of identifiable assets acquired

Goodwill

Total assets acquired, net of liabilities assumed

Plus:

Debt assumed

Cash withheld to fund capital expenditures

Total consideration

(Dollars in millions)

191.7

75.0

114.9

21.5

403.1

5.9

1.7

0.1

145.1

185.0

(0.6)

(7.2)

(1.1)

(113.8)

(7.9)

207.2

59.5

266.7

114.9

21.5

403.1

(1) The cash in excess of service performed is recorded as deferred revenue and is excluded from sales and other operating income related to the timing of

revenue recognition. Deferred revenue on take-or-pay contracts is recognized into income when earned as determined by the terms of the contract. CMT
had deferred revenue of $6.5 million as of August 12, 2015.

The purchase price allocation has been determined provisionally and is subject to revision as additional information about the fair value of individual

assets and liabilities becomes available. The Partnership is in the process of finalizing appraisals of tangible and intangible assets acquired. Accordingly, the
provisional measurements are subject to change. Any change in the acquisition date fair value of acquired net assets will change the amount of the purchase price
allocated to goodwill. Subsequent to September 30, 2015, minor measurement period adjustments were made to the preliminary purchase price allocation that
impacted goodwill, receivables, accounts payable and accrued liabilities and are reflected in the table above.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The primary factors that

contributed to a premium in the purchase price and the resulting recognition of goodwill were the value of additional capacity and potential for future additional
throughput.

The purchase price allocation to identifiable intangible assets, which are all amortizable, along with their respective weighted-average amortization

periods at the acquisition date are as follows:

Customer contracts

Customer relationships

Permits

Total identifiable intangible assets

Weighted - Average Remaining
Amortization Years
7

(Dollars in millions)

24.0

22.0

139.0

185.0

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The purchase price includes a contingent consideration arrangement that requires the Partnership to make future payments to The Cline Group based on

future volume, price, and contract renewals. The fair value of the contingent consideration at the acquisition date was estimated at $7.9 million and was based on a
probability-weighted analysis using significant inputs that are not observable in the market, or Level 3 inputs. Key assumptions included probability adjusted levels
of coal handling services provided by CMT, anticipated price per ton on future sales, and probability of contract renewal including length of future contracts,
volume commitment, and anticipated price per ton. Contingent consideration is included in other deferred credits and liabilities on the Combined and Consolidated
Balance Sheets as of December 31, 2015.

The results of CMT have been included in the combined and consolidated financial statements since the date of acquisition and are included in the Coal

Logistics segment. CMT contributed revenues of $28.6 million and operating income of $18.4 million from the date of acquisition to December 31, 2015 .

The following unaudited pro forma combined results of operations were prepared using historical financial information of CMT and assume that the

acquisition of CMT occurred on January 1, 2014 :

Sales and other operating revenue

Net income

Net income per common unit (basic and diluted)

Net income per subordinated unit (basic and diluted)

Years Ended December 31,

2015

2014

(Dollars in millions)
871.2 $

91.6 $

1.90 $

1.70 $

933.2

108.1

1.70

1.59

The pro forma combined results of operations reflect historical results adjusted for interest expense, depreciation adjustments based on the fair value of
acquired property, plant and equipment, amortization of acquired identifiable intangible assets, and income tax expense. The pro forma combined results do not
include acquisition costs or new contracts.

The unaudited pro forma combined and consolidated financial statements are presented for informational purposes only and do not necessarily reflect

future results given the timing of new customer contracts, revenue recognition related to take-or-pay shortfalls, and other effects of integration, nor do they purport
to be indicative of the results of operations that actually would have resulted had the acquisition of CMT occurred on January 1, 2014 or future results.

The Partnership incurred $3.5 million in acquisition and business development costs related to CMT as well as other targets during 2015 . These

expenses are included in selling, general and administrative expenses on the Combined and Consolidated Statements of Income.

Granite City Dropdown

On January 13, 2015, the Partnership acquired a 75 percent interest in SunCoke's Gateway Energy and Coke Company, LLC ("Granite City") cokemaking
facility for a total transaction value of $244.4 million . The Granite City cokemaking facility, which began operations in 2009 , has annual cokemaking capacity of
650 thousand tons and produces super-heated steam for power generation. Both the coke and the steam are provided to U.S. Steel under a long-term, take-or-pay
contract that expires in 2025 .

The Granite City Dropdown was a transfer of businesses between entities under common control. Accordingly, our historical financial information has

been retrospectively adjusted to include Granite City’s historical results and financial position for all periods presented. The Partnership accounted for the Granite
City Dropdown as an equity transaction, with SunCoke's interest in Granite City reflected in parent net equity until the date of the transaction. On the date of the
Granite City Dropdown, the historical cost of the Granite City assets acquired of $203.6 million was allocated to the general partner and limited partners based on
their ownership interest in the Partnership immediately following the equity issuances described below, and $67.9 million was allocated to noncontrolling interest
for the 25 percent of Granite City retained by SunCoke. The net impact on Partnership equity of the book value acquired, net of the transaction value was $15.1
million representing the net book value acquired of $203.6 million partially offset by transaction value recorded through equity of $188.5 million . The remaining
transaction value of $55.9 million includes cash retained to pre-fund the environmental project, interest expensed, redemption premium, and debt issuance costs
discussed below and in Note 14 .

In connection with the Granite City Dropdown, the Partnership issued 1.9 million common units totaling approximately $50.1 million and $1.0 million of

general partner interest to SunCoke. In addition, the Partnership assumed and repaid $135.0 million principal amount of SunCoke’s outstanding 7.625 percent
senior notes ("Notes") and $1.0 million of related accrued interest. The total transaction value also included $4.6 million of interest and $7.7 million of redemption
premium in connection therewith, both of which were included in interest expense, net on the Combined and Consolidated

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Statements of Income. The Partnership retained the remaining cash of $45.0 million to pre-fund SunCoke’s obligation to indemnify the Partnership for the
anticipated cost of an environmental project at Granite City. To fund the Granite City Dropdown, the Partnership issued an additional $200.0 million of its 7.375
percent unsecured senior notes, due 2020 (the "Partnership Notes").

On August 12, 2015 , the Partnership acquired an additional 23 percent interest in SunCoke's Granite City cokemaking facility for a total transaction value

of $65.2 million (the "Granite City Supplemental Dropdown"). The Partnership accounted for the Granite City Supplemental Dropdown as an equity transaction.
On the date of the Granite City Supplemental Dropdown, the historical cost of the Granite City assets acquired was $66.0 million , which was allocated to the
general partner and limited partners based on their ownership of the Partnership immediately following the equity issuances described below with an equal and
offsetting decrease in noncontrolling interest. The net impact on Partnership equity of the $66.0 million book value acquired, net of the transaction value recorded
through equity of $62.3 million was $3.7 million . The remaining transaction value of $2.9 million includes interest expensed, redemption premium and debt
issuance costs discussed below and in Note 14 .

The total transaction value for the Granite City Supplemental Dropdown also included the issuance of 1.2 million common units totaling $17.9 million

and $0.4 million of general partner interest to SunCoke. In addition, the Partnership assumed $44.6 million of SunCoke's Notes and $0.1 million of related accrued
interest. The total transaction value also included $0.5 million of interest, which was included in interest expense, net on the Combined and Consolidated
Statements of Income and the applicable redemption premium of approximately $1.7 million , which was included in interest expense, net on the Combined and
Consolidated Statements of Income when the Partnership extinguished its obligation under the $44.6 million of assumed SunCoke Notes on November 18, 2015 .

As the results of Granite City are presented combined with the results of the Partnership for periods prior to the Granite City dropdowns, the only impacts
on our Combined and Consolidated Statements of Cash Flows for the Granite City Dropdown and Granite City Supplemental Dropdown were the related financing
activities discussed above.

Subsequent to the Granite City Supplemental Dropdown and the acquisition of CMT, SunCoke, through a subsidiary, owned a 53.4 percent partnership

interest in us and all of our incentive distribution rights and indirectly owned and controlled our general partner, which holds a 2.0 percent general partner interest
in us.

Haverhill and Middletown Dropdown

On May 9, 2014 , we completed the acquisition of an additional 33 percent interest in each of the Haverhill, Ohio ("Haverhill") and Middletown, Ohio

("Middletown") cokemaking facilities, in each of which we previously had a 65 percent interest, for a total transaction value of $365.0 million (the "Haverhill and
Middletown Dropdown").

The results of the Haverhill and Middletown operations are consolidated in the combined and consolidated financial statements of the Partnership for all

periods presented and any interest in the Haverhill and Middletown operations retained by Sun Coal & Coke is recorded as a noncontrolling interest of the
Partnership. Sun Coal & Coke retained a 35 percent interest in Haverhill and Middletown prior to the dropdown and a 2 percent interest in Haverhill and
Middletown subsequent to the dropdown. We accounted for the Haverhill and Middletown Dropdown as an equity transaction, which resulted in a $171.3 million
reduction to noncontrolling interest for the additional 33 percent interest acquired by the Partnership. Partnership equity was decreased $170.1 million for the
difference between the transaction value discussed below and the $171.3 million of noncontrolling interest acquired.

Total transaction value for the Haverhill and Middletown Dropdown included $3.4 million of cash to SunCoke, 2.7 million common units totaling $80.0
million issued to SunCoke and $3.3 million of general partner interests issued to SunCoke. We retained $7.0 million in cash to pre-fund SunCoke’s obligation to
indemnify us for the anticipated cost of an environmental remediation project at Haverhill, which did not impact Partnership equity. In addition, we assumed and
repaid approximately $271.3 million of outstanding SunCoke debt and other liabilities, which includes a market premium of $11.4 million to complete the tender
of certain debt. The market premium was included in interest expense, net on the Combined and Consolidated Statement of Income. In conjunction with the
assumption of this debt, the Partnership also assumed the related debt issuance costs and debt discount, which were included in the adjustments to equity related to
the acquisition in the Combined and Consolidated Statements of Equity.

We funded the Haverhill and Middletown Dropdown with $88.7 million of net proceeds from the sale of 3.2 million common units to the public, which

was completed on April 30, 2014 and approximately $263.1 million of gross proceeds from the issuance of an additional $250.0 million aggregate principal
amount of Partnership Notes through a private placement on May 9, 2014 . In conjunction with the issuance of the additional Partnership Notes, the Partnership
incurred debt issuance costs of $4.9 million , $0.9 million of which was considered a modification of debt and was included in other operating cash flows in the
Combined and Consolidated Statements of Cash Flows with the remainder included in financing cash flows. In addition, the

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Partnership received $5.0 million to fund interest from February 1, 2014 to May 9, 2014 , the period prior to the issuance. This interest was paid to noteholders on
August 1, 2014 .

As Haverhill and Middletown were consolidated both prior to and subsequent to the Haverhill and Middletown Dropdown, the only impact on our

Combined and Consolidated Statement of Cash Flows was the related financing activities discussed above.

Subsequent to the Haverhill and Middletown Dropdown, SunCoke, through a subsidiary, owned a 54.1 percent partnership interest in us and all of our

incentive distribution rights and indirectly owned and controlled our general partner, which holds a 2.0 percent general partner interest in us.

The table below summarizes the effects of the changes in the Partnership’s ownership interest in Haverhill and Middletown on the Partnership’s equity.

Net income attributable to SunCoke Energy Partners, L.P.

Change in SunCoke Energy Partners, L.P. partnership equity for the purchase of 75.0 percent interest in Granite City

Change in SunCoke Energy Partners, L.P. partnership equity for the purchase of an additional 23.0 percent interest in
Granite City

Change in SunCoke Energy Partners, L.P. partnership equity for the purchase of an additional 33.0 percent interest in
Haverhill and Middletown

Change from net income attributable to SunCoke Energy Partners, L.P. and transfers to noncontrolling interest

Kanawha River Terminal LLC

Years Ended December 31,

2015

2014

(Dollars in millions)

85.4 $

15.1

3.7

—

104.2 $

56.0

—

(170.1)

(114.1)

On October 1, 2013 , the Partnership acquired Kanawha River Terminals ("KRT") for $84.7 million , utilizing $44.7 million of available cash and $40.0

million of borrowings under its existing revolving credit facility. KRT is a leading metallurgical and thermal coal mixing and handling service provider with
collective capacity to mix and transload 30 million tons of coal annually through its operations in West Virginia and Kentucky. KRT has and will continue to
provide coal handling and mixing services to third-parties as well as the Partnership's Middletown cokemaking operations and certain other SunCoke facilities
under contract with terms equivalent to those of an arm's-length transaction. This acquisition is part of the Partnership’s strategy to grow through adjacent business
lines. The goodwill of $8.2 million arising from the acquisition is primarily due to the strategic location of KRT’s operations.

The following table summarizes the consideration paid for KRT and the fair value of assets acquired and liabilities assumed at the acquisition date:

Consideration:

Cash

Recognized amounts of identifiable assets acquired and liabilities assumed:

Current assets

Plant, property and equipment

Intangible assets

Current liabilities

Other long-term liabilities

Total identifiable net assets assumed

Goodwill

Total consideration

(Dollars in millions)

84.7

5.2

67.2

7.9

(3.7)

(0.1)

76.5

8.2

84.7

The results of KRT have been included in the combined and consolidated financial statements since the acquisition date and are included in the Coal
Logistics segment. Inclusive of intersegment sales of $6.5 million , $4.5 million and $1.1 million , KRT had revenues of $38.6 million , $41.6 million and $9.0
million for the years ended December 31, 2015 , 2014 and 2013, respectively. The acquisition of KRT increased operating income by $4.9 million , $5.0 million
and $1.0 million for the

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years ended December 31, 2015 , 2014 and 2013 , respectively. The acquisition of KRT is not material to the Partnership’s combined and consolidated financial
statements; therefore, pro forma information has not been presented.

SunCoke Lake Terminal LLC

On August 30, 2013 , the Partnership completed its acquisition of the assets and business operations of Lakeshore Coal Handling Corporation
("Lakeshore"), now called SunCoke Lake Terminal LLC ("Lake Terminal") for $28.6 million . Prior to the acquisition, the entity that owns SunCoke's Indiana
Harbor cokemaking operations was a customer of Lakeshore and held the purchase rights to Lakeshore. Concurrent with the closing of the transaction, the
Partnership paid $1.8 million to DTE Energy Company, the third-party investor owning a 15 percent interest in the entity that owns Indiana Harbor, in
consideration for assigning its share of the Lake Terminal buyout rights to the Partnership. The Partnership recognized this payment in selling, general, and
administrative expenses on the Combined and Consolidated Statements of Income during 2014 .

Located in East Chicago, Indiana, Lake Terminal does not take possession of coal but instead derives its revenue by providing coal handing and mixing

services to its customers on a per ton basis. Lake Terminal has and will continue to provide coal handling and mixing services to SunCoke's Indiana Harbor
cokemaking operations. In September 2013 , Lake Terminal and Indiana Harbor entered into a new 10 -year contract with terms equivalent to those of an arm's-
length transaction.

The following table summarizes the consideration paid for Lake Terminal and the fair value of the assets acquired at the acquisition date:

Consideration:

Cash

Recognized amounts of identifiable assets acquired and liabilities assumed:

Plant, property and equipment

Inventory

Total

(Dollars in millions)

28.6

25.9

2.7

28.6

The results of Lake Terminal have been included in the combined and consolidated financial statements since the acquisition date and are included in the

Coal Logistics segment. The acquisition of Lake Terminal increased revenues by $14.0 million , $13.4 million and $4.6 million and operating income by $3.8
million , $1.7 million and $1.9 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The acquisition of Lake Terminal is not material to
the Partnership's combined and consolidated financial statements; therefore, pro forma information has not been presented.

5. Noncontrolling Interest

Concurrent with our IPO, the 35 percent interest in each of Haverhill and Middletown retained by SunCoke was recorded as a noncontrolling interest of

the Partnership on the Combined and Consolidated Statements of Income. Subsequent to the Haverhill and Middletown Dropdown in May 2014, SunCoke's
ownership in Haverhill and Middletown decreased to 2 percent and decreased noncontrolling interest of the Partnership accordingly. The Granite City Dropdown
in January 2015 established noncontrolling interest of 25 percent for SunCoke's retained ownership interest in Granite City, which was decreased to 2 percent in
August 2015 with the Granite City Supplemental Dropdown. Net income attributable to noncontrolling interest was $6.2 million , $15.7 million , and $40.8 million
for the years ended December 31, 2015 , 2014 , and 2013 , respectively.

6. Related Party Transactions

The related party transactions with SunCoke and its affiliates are described below.

Transactions with Affiliate

At December 31, 2015 and 2014 , the Partnership had net receivables with SunCoke and its affiliates of $1.4 million and $3.1 million , respectively. Coal

Logistics provides coal handling and mixing services to certain SunCoke cokemaking operations. During 2015 , 2014 , and 2013 , Coal Logistics recorded $13.9
million , $13.1 million and $4.3 million , respectively, in revenues derived from services provided to SunCoke’s cokemaking operations. During 2013 , the
Partnership also purchased and sold coke to other SunCoke entities in order to facilitate certain commercial agreements. Revenues and purchases from these related
party transactions in 2013 totaled $19.2 million and $6.0 million , respectively. Pursuant to the omnibus agreement, the terms of these transactions were consistent
with the Partnership’s existing customer agreements up to contract maximum production levels. Sales exceeding contract maximum production levels were based
on current market values. The Partnership also purchased coal and other services from SunCoke and its affiliates totaling $6.8 million , $29.9 million and $18.1
million during 2015 , 2014 , and 2013 , respectively .

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Allocated Expenses

We were allocated expenses of $26.4 million , $23.4 million and $23.2 million in 2015 , 2014 and 2013 , respectively, for services provided to us by

SunCoke. SunCoke centrally provides engineering, operations, procurement and information technology support to its facilities. In addition, allocated costs include
legal, accounting, tax, treasury, insurance, employee benefit costs, communications and human resources. For periods subsequent to the IPO, corporate allocations
were recorded based upon the omnibus agreement under which SunCoke will continue to provide us with certain support services. SunCoke will charge us for all
direct costs and expenses incurred on our behalf and a fee associated with support services provided to our operations .

Parent Net Equity

Net transfers (to) from parent are included within parent net equity within the combined and consolidated financial statements and included intercompany

dividends, cash pooling and general financing activities, cash transfers for capital expenditures and corporate allocations, including income taxes.

Transactions with Related Parties

Our Coal Logistics business provides coal handling and storage services to Murray Energy Corporation ("Murray") and Foresight Energy LP
("Foresight"), who are related parties with The Cline Group. Murray also holds a significant interest in Foresight. The Cline Group was the previous owner of
Raven Energy LLC and currently owns a 10.3 percent interest in the Partnership, which it acquired as part of the August 12, 2015 CMT acquisition. See Note 4.
Sales to Murray and Foresight accounted for $22.0 million , or 2.6 percent , of the Partnership's sales and other operating revenue and were recorded in the Coal
Logistics segment for the year ended December 31, 2015 . At December 31, 2015 , receivables from Murray and Foresight were $7.2 million , which is recorded
in receivables on the Combined and Consolidated Balance Sheets.

7. Customer Concentrations

In 2015 , the Partnership sold approximately 2.4 million tons of coke to its three primary customers: AK Steel Corporation ("AK Steel"), ArcelorMittal

USA, Inc. ("ArcelorMittal") and United States Steel Corporation ("U.S. Steel"). The first phase of its Haverhill facility, or Haverhill 1, sells approximately one-half
of the production from the Haverhill facility pursuant to long-term contracts with ArcelorMittal. The second phase of its Haverhill facility, or Haverhill 2, sells the
remaining balance of coke produced at the Haverhill facility to AK Steel under long-term contracts. All coke sales from the Middletown cokemaking facility are
made pursuant to a long-term contract with AK Steel. All coke sales from the Granite City facility are made pursuant to a long-term contract with U.S. Steel.
Additionally, KRT provided services to U.S. Steel.

Two of our coke customers, AK Steel and U.S. Steel, have temporarily idled portions of their Ashland, Kentucky Works facility and Granite City Works

facility, respectively. These temporary idlings do not change any obligations that AK Steel and/or U.S. Steel have under their long-term, take-or-pay contracts with
us.

The table below shows sales to the Partnership's significant customers for the years ended December 31, 2015, 2014 and 2013:

Years ended December 31,

2015

2014

2013

Sales and other
operating revenue

Percent of
Partnership sales
and other operating
revenue

Sales and other
operating revenue

Percent of
Partnership sales
and other operating
revenue

Sales and other
operating revenue

Percent of
Partnership sales
and other operating
revenue

ArcelorMittal (1)
AK Steel (1)
U.S. Steel (2)

150.3

395.4

213.1

17.9% $

47.2% $

25.4% $

(Dollars in millions)
175.9

402.4

232.3

20.1% $

46.1% $

26.6% $

178.8

460.5

245.8

19.2%

49.4%

26.4%

(1) Represents revenues recorded in our Domestic Coke segment.

(2) Represents revenues recorded in our Domestic Coke and Coal Logistics segments.

Total sales for services provided to Murray and Foresight were $22.0 million during 2015, which is 27.1 percent of total Coal Logistics sales and other

operating revenue, including intersegment sales, and 2.6 percent of the Partnership’s consolidated sales and other operating revenue.

The Partnership generally does not require any collateral with respect to its receivables. At December 31, 2015 , the Partnership’s receivables balances were

primarily due from ArcelorMittal, AK Steel and U.S. Steel. As a result, the Partnership

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experiences concentrations of credit risk in its receivables with these three customers. These concentrations of credit risk may be affected by changes in economic
or other conditions affecting the steel industry. At December 31, 2015 , receivables due from ArcelorMittal, AK Steel and U.S. Steel were $4.5 million , $14.8
million and $5.9 million , respectively.

8. Net Income Per Unit and Cash Distribution

Cash Distributions

Our partnership agreement generally provides that we will make our distribution, if any, each quarter in the following manner:

•

first
, 98 percent to the holders of common units and 2 percent to our general partner, until each common unit has received the minimum quarterly
distribution of $0.412500 plus any arrearages from prior quarters;

second,
98 percent to the holders of subordinated units and 2 percent to our general partner, until each subordinated unit has received the minimum
quarterly distribution of $0.412500 ; and

third,
98 percent to all unitholders, pro rata, and 2 percent to our general partner, until each unit has received a distribution of $0.474375 .

If cash distributions to our unitholders exceed $0.474375 per unit in any quarter, our unitholders and our general partner will receive distributions

according to the following percentage allocations:

Minimum Quarterly Distribution

First Target Distribution

Second Target Distribution

Third Target Distribution

Thereafter

Total Quarterly Distribution Per Unit Amount
$0.412500

above $0.412500

above $0.474375

above $0.515625

up to $0.474375

up to $0.515625

up to $0.618750

above $0.618750

Marginal Percentage
Interest in Distributions

Unitholders

98%

85%

75%

50%

General Partner
2%

15%

25%

50%

Our distributions are declared subsequent to quarter end. The table below represents total cash distributions applicable to the period in which the

distributions were earned:

Earned in Quarter Ended

Total Quarterly
Distribution Per Unit

Total Cash Distribution,
including general partner's
IDRs

(Dollars in millions)

Date of Distribution

Unitholders Record Date

March 31, 2015

June 30, 2015

September 30, 2015
December 31, 2015 (1)

0.5715 $

0.5825 $

0.5940 $

23.8 May 29, 2015

May 15, 2015

29.0 August 31, 2015

August 14, 2015

29.5 December 1, 2015

November 13, 2015

29.5 March 1, 2016

February 15, 2016

(1) On January 25, 2016, our Board of Directors declared a cash distribution of $0.5940 per unit. It will be paid on March 1, 2016, to unitholders of record

on February 15, 2016.

Earnings Per Unit

Our net income is allocated to the general partner and limited partners in accordance with their respective partnership percentages, after giving effect to
priority income allocations for incentive distributions, if any, to our general partner, pursuant to our partnership agreement. Distributions less than or greater than
earnings are allocated in accordance with our partnership agreement. Payments made to our unitholders are determined in relation to actual distributions declared
and are not based on the net income allocations used in the calculation of net income per unit.

In addition to the common and subordinated units, we have also identified the general partner interest and incentive distribution rights as participating

securities and use the two-class method when calculating the net income per unit applicable to limited partners, which is based on the weighted-average number of
common units outstanding during the period. Basic and diluted net income per unit applicable to limited partners are the same because we do not have any
potentially dilutive units outstanding. In 2015, the Partnership early adopted ASU 2015-06. Therefore, the Granite City Dropdown does not impact historical
earnings per limited partner unit as earnings prior to the dropdown were allocated to our general partner. See Note 2 .

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The calculation of earnings per unit is as follows:

Net income attributable to SunCoke Energy Partners L.P./Previous Owner

Less: Allocation of net income attributable to Previous Owner to the general

partner

Net income attributable to all partners

General partner's distributions (including incentive distribution rights)

Limited partners' distributions on common units

Limited partners' distributions on subordinated units

Distributions (greater than) less than earnings

General partner's earnings:

Distributions (including incentive distribution rights)

Allocation of distributions (greater than) less than earnings

Net income attributable to Previous Owner

Total general partner's earnings

Limited partners' earnings on common units:

Distributions

Allocation of distributions (greater than) less than earnings

Total limited partners' earnings on common units

Limited partners' earnings on subordinated units:

Distributions

Allocation of distributions (greater than) less than earnings

Total limited partners' earnings on subordinated units

Weighted average limited partner units outstanding:

Common - basic and diluted

Subordinated - basic and diluted

Net income per limited partner unit:

Common - basic and diluted

Subordinated - basic and diluted

Years Ended December 31,

2015

2014

2013

(Dollars in millions, except per unit amounts)
86.0 $

71.8 $

0.6

85.4 $

7.2

67.7

36.9

(26.4)

7.2

0.8

0.6

8.6

67.7

(17.3)

50.4

36.9

(9.9)

27.0 $

26.2

15.7

1.92 $

1.71 $

15.8

56.0 $

2.6

45.3

32.8

(24.7)

2.6

(0.2)

15.8

18.2

45.3

(14.2)

31.1

32.8

(10.3)

22.5 $

19.7

15.7

1.58 $

1.43 $

83.4

24.8

58.6

1.2

25.6

6.2

1.2

0.4

24.8

26.4

25.6

2.9

28.5

25.6

2.9

28.5

15.7

1.81

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Unit Activity

Unit activity since our IPO was as follows:

At December 31, 2012

Units issued in conjunction with our IPO

Units issued to directors

At December 31, 2013

Units issued in conjunction with the acquisition of additional interest in

Haverhill and Middletown

Units issued to directors
Units issued under the Equity Distribution Agreement (1)

At December 31, 2014

Units issued in conjunction with the Granite City Dropdown

Units issued in conjunction with the Granite City Supplemental Dropdown

Units issued in conjunction with the acquisition of CMT

Units issued to directors
Unit repurchases (2)

At December 31, 2015

Common - Public

Common - SunCoke
—

—

Total Common

Subordinated -
SunCoke

—

13,500,000

2,209,697

15,709,697

3,456

—

3,456

—

13,503,456

2,209,697

15,713,153

15,709,697

3,220,000

2,695,055

5,915,055

2,752

62,956

—

2,752

62,956

—

16,789,164

4,904,752

21,693,916

15,709,697

—

4,847,287

7,293

(856,000)

1,877,697

1,158,760

1,764,790

—

1,877,697

1,158,760

6,612,077

7,293

(856,000)

—

20,787,744

9,705,999

30,493,743

15,709,697

(1) On August 5, 2014, the Partnership entered into an equity distribution agreement ("Equity Agreement") in which the Partnership may sell from time to

time through Wells Fargo Securities, LLC, the Partnership’s common units representing limited partner interests having an aggregate offering price of up
to $75.0 million . During 2014, the Partnership sold 62,956 common units under the Equity Agreement with an aggregate offering price of $1.8 million ,
leaving $73.2 million available under the Equity Agreement. The Equity Distribution Agreement was suspended during 2015.

(2) On July 20, 2015, the Partnership's Board of Directors authorized a program for the Partnership to repurchase up to $50.0 million of its common units.
During 2015, the Partnership repurchased 856,000 common units, in the open market, for $12.8 million at an average price of $14.91 per unit, leaving
$37.2 million available under the authorized unit repurchase program.

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Allocation of Net Income

Our partnership agreement contains provisions for the allocation of net income to the unitholders and the general partner. For purposes of maintaining

partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective
percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to
incentive cash distributions allocated 100 percent to the general partner. Prior to the Granite City Dropdown, the allocation of net income from Granite City’s
operations is allocated to the general partner.

The calculation of net income allocated to the general and limited partners was as follows:

Net income attributable to SunCoke Energy Partners L.P./Previous Owners

Less: Allocation of net income attributable to Predecessors to the general partner

Net income attributable to partners

General partner's incentive distribution rights

Net income attributable to partners, excluding incentive distribution rights

General partner's ownership interest

General partner's allocated interest in net income

General partner's incentive distribution rights

Net income attributable to Previous Owners

Total general partner's interest in net income

Common - public unitholder's interest in net income

Common - SunCoke interest in net income

Subordinated - SunCoke interest in net income

Total limited partners' interest in net income

9. Income Taxes

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

86.0

0.6

85.4

6.4

79.0

2.0%

1.6

6.4

0.6

8.6

34.0

14.9

28.5

77.4

71.8

15.8

56.0

1.3

54.7

83.4

24.8

58.6

—

58.6

2.0%

1.1

1.3

15.8

18.2

23.8

6.2

23.6

53.6

1.6

—

24.8

26.4

24.5

4.0

28.5

57.0

The Partnership is a limited partnership and generally is not subject to federal or state income taxes. However, as part of the Granite City Dropdown in the
first quarter of 2015, the Partnership acquired an interest in Gateway Cogeneration Company, LLC, which is subject to income taxes for federal and state purposes.
In addition, due to the Granite City Dropdown, earnings of the Partnership are subject to an additional state income tax. Earnings from the Middletown operations
are subject to a local income tax.

Tax provisions were determined on a theoretical separate-return basis prior to the closing of the IPO in January 2013. Prior to November 2013 , SunCoke
received federal income tax credits for coke production from the Haverhill 1, Haverhill 2 and Granite City cokemaking facilities. These tax credits were earned for
each ton of coke produced and sold during the four years after the initial coke production at each facility. The eligibility to generate tax credits for coke production
expired in March 2009, July 2012 and November 2013, respectively, for the Haverhill 1, Haverhill 2 and Granite City facilities. In conjunction with the
contribution of the 65 percent interest in Haverhill and Middletown upon the closing of the IPO, all deferred tax assets and liabilities related Haverhill and
Middletown were eliminated through equity. Earnings from our Granite City operations include federal and state income taxes calculated on a theoretical separate-
return basis until the date of the Granite City Dropdown. In conjunction with the contribution of the 75 percent interest in Granite City operations and upon the
closing of the Granite City Dropdown, $62.8 million of net deferred tax assets that were calculated on a theoretical separate-return basis and had been previously
utilized by SunCoke were eliminated through equity. The net deferred tax liability remaining after these transactions is primarily related to Gateway Cogeneration
Company LLC.

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The components of income tax (benefit) expense disaggregated between the Partnership and the Previous Owner (for the time period prior to the Granite

City Dropdown) are as follows:

Partnership:

U.S. federal

U.S. state and local

Total Partnership income tax (benefit) expense

Previous Owner:

U.S. federal

U.S. state and local

Total Previous Owner income tax

Total income tax (benefit) expense

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

1.3 $

(4.2)

(2.9)

0.3 $

0.1

0.4

(2.5) $

— $

1.2

7.5 $

1.8

9.3

10.5 $

—

0.8

(1.1)

2.1

1.0

1.8

The reconciliation of Partnership income tax (benefit) expense at the U.S. statutory rate is as follows:

Partnership and Previous Owner

Years Ended 2015

Years Ended 2014

Period from
January 24, 2013 to
December 31, 2013

Predecessor

Period from
January 1, 2013 to
January 23, 2013

(Dollars in millions)

Income tax expense at U.S. statutory rate of 35

percent

31.0

35.0 %

25.4

35.0 %

35.1

35.0 %

2.5

35.0%

(Reduction) increase in income taxes resulting from:

Partnership income not subject to tax

(30.6)

(34.5)%

(25.4)

(35.0)%

(35.1)

(35.0)%

—

State and local tax for Middletown and Granite

City operations

Other

Total tax provision

(2.3)

(1.0)

(2.9)

(2.6)%

(1.0)%

(3.1)% $

1.1

0.1

1.2

1.5 %

0.2 %

1.7 % $

0.5

0.3

0.8

0.5 %

0.3 %

0.8 % $

0.6

3.7

8.3%

51.6%

The tax effects of temporary differences that comprise the net deferred income tax (liability) asset are as follows:

Deferred tax assets:

Federal and state credit carryforward

Federal net operating loss
State and local net operating loss (1)

Other liabilities not yet deductible

Total deferred tax assets

Less valuation allowance (2)

Deferred tax asset, net

Deferred tax liabilities:

Properties, plants and equipment

Other liabilities

Total deferred tax liabilities

Net deferred tax (liability) asset

(1) State and local net operating loss expires in 2017 through 2018.

December 31,

2015

2014

(Dollars in millions)

— $

—

1.4

0.1

1.5

(0.3)

1.2

(38.5)

(0.7)

(39.2)

(38.0) $

77.8

49.5

8.7

3.3

139.3

(3.6)

135.7

(112.8)

(0.7)

(113.5)

22.2

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(2) Primarily related to the state and local net operating loss deduction.

As of December 31, 2014 , we had federal and state net operating losses and tax credit carryforwards related to our Granite City operations that were

determined on a theoretical separate-return basis.

The Partnership is currently open to examination by the IRS for the tax years ended December 31, 2013 and forward. State and local income tax returns

are generally subject to examination for a period of three years after filing of the respective returns. Pursuant to the omnibus agreement, SunCoke will fully
indemnify us with respect to any tax liability arising prior to or in connection with the closing of the IPO. There are no uncertain tax positions recorded at
December 31, 2015 or 2014 and there were no interest or penalties recognized related to uncertain tax positions for the years ended December 31, 2015 , 2014 and
2013 .

10. Inventories

The Partnership’s inventory consists of metallurgical coal, which is the principal raw material for the Partnership’s cokemaking operations; coke, which is

the finished goods sold by the Partnership to its customers; and materials, supplies and other.

These components of inventories were as follows:

Coal

Coke

Material, supplies, and other

Total inventories

11. Properties, Plants, and Equipment, Net

The components of net properties, plants and equipment were as follows:

Coke and energy plant, machinery and equipment

Coal logistics plant, machinery and equipment

Land and land improvements
Construction-in-progress (2)

Other

Gross investment, at cost

Less: accumulated depreciation

Total properties, plant and equipment, net

December 31,

2015

2014

(Dollars in millions)

42.5 $

5.6

29.0

77.1 $

60.4

2.0

28.0

90.4

December 31, (1)

2015

2014

(Dollars in millions)
1,265.8 $

1,251.3

159.2

94.9

93.7

4.0

1,617.6

(291.1)

1,326.5 $

83.6

54.1

43.3

13.2

1,445.5

(232.1)

1,213.4

(1)

Includes assets, consisting mainly of coke and energy plant, machinery and equipment, with a gross investment totaling $802.2 million and $793.4 million
and accumulated depreciation of $135.7 million and $106.5 million at December 31, 2015 and December 31, 2014 , respectively, which are subject to
long-term contracts to sell coke and are deemed to contain operating leases.

(2) The December 31, 2015 balance includes CMT construction-in-progress of $37.3 million . This capital expansion project at CMT was pre-funded in

conjunction with the acquisition.

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12. Goodwill and Other Intangible Assets

Goodwill allocated to the Partnership's reportable segments as of December 31, 2015 and 2014 and changes in the carrying amount of goodwill during the

fiscal years ended December 31, 2015 and 2014 are as follows (Dollars in millions):

Net balance at December 31, 2013

Net balance at December 31, 2014

Goodwill acquired during the period (1)

Net balance at December 31, 2015

Coal Logistics

8.2

59.5

67.7

(1) The Partnership acquired CMT during 2015 for total consideration of $403.1 million , of which $59.5 million was allocated to goodwill, representing the

value of additional capacity and potential for future additional throughput.

Goodwill, which represents the excess of the purchase price over the fair value of net assets acquired, is tested for impairment as of October 1 of each

year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit to below its carrying value. The
analysis of potential goodwill impairment employs a two-step process. The first step involves the estimation of fair value of our reporting units. If step one
indicates that impairment of goodwill potentially exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists
when the estimated implied fair value of goodwill is less than its carrying value. The Partnership performed its annual goodwill impairment test as of October 1,
2015, with no indication of impairment. The fair value of the Coal Logistics reporting unit exceeded carrying value of the reporting unit by approximately 15
percent .

A significant portion of our Coal Logistics business holds long-term, take-or-pay contracts with Murray and Foresight. Key assumptions in our goodwill

impairment test include continued customer performance against long-term, take-or-pay contracts and an 18 percent discount rate representing the estimated
weighted average cost of capital. The use of different assumptions, estimates or judgments, such as the estimated future cash flows of Coal Logistics and the
discount rate used to discount such cash flows, could significantly impact the estimated fair value of a reporting unit, and therefore, impact the excess fair value
above carrying value of the reporting unit. A 5 percent change in estimated discounted cash flows of the reporting unit or a 100 basis point change in the discount
rate would not have impacted the results of our step one analysis.

Despite the current challenging coal mining and coal export markets, our customers have continued to perform against their contracts, and our valuation
model assumes continued performance under these contracts. However, to the extent changes in factors or circumstances occur, including further deterioration in
the macro-economic environment or negative developments specific to our significant customers resulting from the difficulties being experienced in the coal and
steel industries, future assessments of goodwill may result in impairment charges.

The following table summarized the components of gross and net intangible asset balances as of December 31, 2015 and December 31, 2014 (dollars in

millions):

December 31, 2015

December 31, 2014

Weighted -
Average
Remaining
Amortization
Years

Gross
Carrying
Amount

Accumulated
Amortization

Net

Gross Carrying
Amount

Accumulated
Amortization

Net

Customer contracts

Customer relationships

Permits

Trade name

Total

24.0 $

1.2 $

22.8 $

— $

(Dollars in millions)

28.7

139.0

1.2

1.8

1.9

0.6

26.9

137.1

0.6

6.7

—

1.2

192.9 $

5.5 $

187.4 $

7.9 $

— $

0.7

—

0.3

1.0 $

—

6.0

—

0.9

6.9

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Total amortization expense for intangible assets subject to amortization was $4.5 million , $0.9 million and $0.1 million for the years ended December 31,

2015 , 2014 and 2013, respectively. Based on the carrying value of finite-lived intangible assets as of December 31, 2015 we estimate amortization expense for
each of the next five years as follows:

2016

2017

2018

2019

2020

Thereafter

Total

(Dollars in Millions)

10.5

10.3

135.3

187.4

13. Retirement and Other Post-Employment Benefits Plans

Certain employees of the Partnership's operating subsidiaries participate in defined contribution and postretirement health care and life insurance plans

sponsored by SunCoke. The Partnership’s contributions to the defined contribution plans, which are principally based on its allocable portion of SunCoke’s pretax
income and the aggregate compensation levels of participating employees, are charged against income as incurred. These charges amounted to $3.5 million , $3.2
million and $2.1 million in 2015 , 2014 and 2013 , respectively, and are reflected in cost of products sold and operating expenses in the Combined and
Consolidated Statements of Income. The postretirement benefit plans are unfunded and the costs are borne by the Partnership. The expense allocated to the
Partnership for other postretirement benefit plans was immaterial for all periods presented. These defined contribution, postretirement health care and life
insurance plans have been accounted for in the combined and consolidated financial statements as multi-employer plans.

14. Debt

7.375% senior notes, due 2020 (“Partnership Notes”)

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

Promissory note payable, due 2021 ("Promissory Note")

Partnership's Term Loan, Due 2019 ("Partnership Term Loan")

Total borrowings

Original issue premium

Debt issuance costs

Total debt

Less: current portion of long-term debt

Total long-term debt

Credit
Facilities

December 31,

2015

2014

(Dollars in millions)
552.5 $

182.0

114.3

50.0

898.8 $

12.1

(15.3)

895.6 $

1.1

894.5 $

400.0

—

400.0

11.5

(12.5)

399.0

—

399.0

In conjunction with the IPO in 2013 , the Partnership entered into the Partnership Revolver. The Partnership Revolver, as amended, provides total
aggregate commitments from lenders of $250.0 million and up to $100.0 million uncommitted incremental revolving capacity with a term extending through May
2019 . The Partnership paid debt issuance costs of $0.9 million in 2014 for fees related to amendments. During 2015 , the Partnership incurred $0.3 million of debt
issuance costs in connection with amendments to the Partnership Revolver. The amendments increased the Partnership's maximum consolidated leverage ratio to
4.50 to 1.00 .

On August 12, 2015 , in connection with the funding of the acquisition of CMT, the Partnership drew $185.0 million on the Partnership Revolver. During

fourth quarter 2015, the Partnership made net repayments of $3.0 million on the Partnership Revolver. At December 31, 2015 , the Partnership Revolver had no
letters of credit outstanding and an outstanding balance of $182.0 million , leaving $68.0 million available. Commitment fees are based on the unused portion of
the Partnership Revolver at a rate of 0.40 percent .

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The Partnership Revolver borrowings bear an interest at a variable rate of LIBOR plus 250 basis points or an alternative base rate, based on the
Partnership's total ratios as defined by the Partnership's credit agreement. The spread is subject to change based on the Partnership's total leverage ratio, as defined
in the credit agreement. The weighted-average interest rate for borrowings under the Partnership Revolver was 2.9 percent and 2.4 percent during 2015 and 2014,
respectively .

Partnership
Notes

In conjunction with the IPO in 2013 , the Partnership issued $150.0 million of Partnership Notes. Interest on the Partnership Notes is payable semi-

annually in cash in arrears on February 1 and August 1 of each year. The Partnership Notes are guaranteed on a senior unsecured basis by each of our existing and
certain future subsidiaries. The Partnership may redeem some or all of the Partnership Notes prior to February 1, 2016 by paying a make-whole premium. The
Partnership may also redeem some or all of the Partnership Notes on or after February 1, 2016 at specified redemption prices. In addition, prior to February 1,
2016 , the Partnership may redeem up to 35.0 percent of the Partnership Notes using the proceeds of certain equity offerings. If the Partnership sells certain assets
or experiences specific kinds of changes in control, subject to certain exceptions, the Partnership must offer to purchase the Partnership Notes.

On May 9, 2014 in connection with the Haverhill and Middletown Dropdown, the Partnership issued $250.0 million of add-on Partnership Notes.

Proceeds of $263.1 million included an original issue premium of $13.1 million . In addition, the Partnership received $5.0 million to fund interest from
February 1, 2014 to May 9, 2014 , the period prior to the issuance. This interest was paid to noteholders on August 1, 2014 . The Partnership incurred debt issuance
costs of $4.9 million , of which $0.9 million was considered a modification of debt and was immediately expensed and recorded in interest expense, net in the
Combined and Consolidated Statement of Income and was included in other operating cash flows in the Combined and Consolidated Statement of Cash Flows.

In connection with the Haverhill and Middletown Dropdown, the Partnership assumed from SunCoke and repaid $160.0 million of SunCoke's senior

notes. The Partnership also paid a market premium of $11.4 million to complete the tender of the Notes, which was included in interest expense, net in the
Combined and Consolidated Statement of Income.

On January 13, 2015 in connection with the Granite City Dropdown, the Partnership issued an additional $200.0 million of add-on Partnership Notes.

Proceeds of $204.0 million included an original issue premium of $4.0 million . In addition, the Partnership received $6.8 million to fund interest from August 1,
2014 to January 13, 2014 the interest period prior to issuance. This interest was repaid to noteholders on February 1, 2015 . The Partnership incurred debt issuance
costs of $5.2 million , of which $1.0 million was considered a modification of debt and was recorded in interest expense, net in the Combined and Consolidated
Statements of Income and was included in other operating cash flows in the Combined and Consolidated Statements of Cash Flows.

In connection with the Granite City Dropdown, the Partnership assumed from SunCoke and repaid $135.0 million of Notes, as well as a market premium
of $7.7 million to complete the tender of the SunCoke's senior notes, which was included in interest expense, net in the Combined and Consolidated Statements of
Income.

On August 12, 2015 , in connection with the Granite City Supplemental Dropdown, the Partnership assumed from SunCoke an additional $44.6 million of

SunCoke's senior notes and unpaid interest of $0.6 million , of which $0.5 million was included in interest expense, net in the Combined and Consolidated
Statements of Income. The Partnership also assumed $0.7 million of debt issuance costs in connection with the assumption of this debt from SunCoke. On
November 18, 2015 , the Partnership extinguished the $44.6 million of SunCoke's senior notes back to SunCoke in exchange for $47.0 million in cash, which
included net accrued interest of $0.7 million and pre-payment penalty of $1.7 million . The Partnership recorded a loss on debt extinguishment of $2.0 million in
interest expense, net on the Combined and Consolidated Statements of Income, which included the pre-payment penalty and $0.3 million of unamortized debt
issuance costs, net of accrued interest.

In 2015, the Partnership began de-levering its balance sheet and redeemed $47.5 million of outstanding Partnership Notes for $35.3 million on the open

market. A gain on debt extinguishment was recorded to interest expense, net in the Combined and Consolidated Statements of Income, of $12.1 million , which
included the write-off of unamortized original issue premium of $0.8 million and the unamortized debt issuance costs of $0.9 million .

Promissory
Note

On August 12, 2015 , in connection with the acquisition of CMT, the Partnership assumed Raven Energy LLC's Promissory Note of $114.9 million .

Under the Partnership's third amendment to the amended and restated credit agreement ("Promissory Agreement") dated August 12, 2015 , the Partnership shall
repay a principal amount of $0.3 million on the Promissory Note each fiscal quarter ending prior to August 12, 2018 . For each fiscal quarter ending after
August 12, 2018 , the Partnership shall repay a principal amount of $2.5 million on the Promissory Note. The entire outstanding amount of the Loan is due in full
on August 12, 2021 . The Promissory Note shall bear interest on the outstanding principal amount for each day from August 12, 2015 , until it becomes due, at a
rate per annum equal to 6.0 percent until August 12, 2018 . After August 12,

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2018 , that rate shall be the LIBOR for the interest period then in effect plus 4.5 percent . Interest is due at the end of each fiscal quarter.

Partnership
Term
Loan

On November 3, 2015 , the Partnership entered into the Partnership Term Loan, which provides for a three and one-half year term loan in a principal

amount of $50.0 million . The Partnership shall repay the principal through even quarterly payments of $1.3 million starting on December 31, 2017 through May 9,
2019 , when the remaining payable balance is due. The Partnership Term Loan bears interest at a variable rate of LIBOR plus 250 basis points or an alternative
base rate, based on the Partnership's total ratios as defined by the Partnership's credit agreement. Interest is due at the end of each fiscal quarter. The Partnership
incurred and capitalized approximately $0.8 million of debt issuance costs associated with the transaction.

Covenants

The Partnership is subject to certain debt covenants that, among other things, limit the Partnership’s ability and the ability of certain of the Partnership’s

Under the terms of the Promissory Agreement, Raven Energy LLC, a wholly-owned subsidiary of the Partnership, is subject to a maximum leverage ratio

of 5.00 : 1.00 for any fiscal quarter ending prior to August 12, 2018 , calculated by dividing total debt by EBITDA as defined by the Promissory Agreement. For
any fiscal quarter ending on or after August 12, 2018 the maximum leverage ratio is 4.50 : 1.00 . Additionally in order to make restricted payments, Raven Energy
LLC is subject to a fixed charge ratio of greater than 1.00 : 1.00 , calculated by dividing EBITDA by fixed charges as defined by the Promissory Agreement.

Maturities

As of December 31, 2015 , the combined aggregate amount of maturities for long-term borrowings for each of the next five years is as follows:

2016

2017

2018

2019

2020

2021-Thereafter

Total

(Dollars in millions)

1.1

2.4

10.6

235.7

562.5

86.5

898.8

15. Commitments and Contingent Liabilities

The Partnership, as lessee, has noncancelable operating leases for land, office space, equipment and railcars. Total rental expense was $4.6 million , $4.0

million and $2.9 million in 2015 , 2014 and 2013 , respectively. The aggregate amount of future minimum annual rentals applicable to noncancelable operating
leases is as follows:

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Year ending December 31:

2016

2017

2018

2019

2020

2021-Thereafter

Total

Minimum
Rental
Payments

(Dollars in millions)

1.4

0.8

0.7

0.4

—

4.1

The United States Environmental Protection Agency (the "EPA") issued Notices of Violations (“NOVs”) for the Haverhill and Granite City cokemaking

facilities which stemmed from alleged violations of air operating permits for these facilities. We are working in a cooperative manner with the EPA, the Ohio
Environmental Protection Agency and the Illinois Environmental Protection Agency to address the allegations, and have entered into a consent degree in federal
district court with these parties. The consent decree includes a $2.2 million civil penalty payment that was paid by SunCoke in 2014 , as well as capital projects
underway to improve the reliability of the energy recovery systems and enhance environmental performance at the Haverhill and Granite City cokemaking
facilities.

We retained an aggregate of $119 million in proceeds from the Partnership Offering, the Haverhill and Middletown Dropdown and the Granite City
Dropdown to fund these environmental remediation projects at the Haverhill and Granite City cokemaking facilities. Pursuant to the omnibus agreement, any
amounts that we spend on these projects in excess of the $119 million will be reimbursed by SunCoke. SunCoke spent $7 million related to these projects. We have
spent approximately $86 million to date and the remaining capital is expected to be spent through the first quarter of 2019 .

Other legal and administrative proceedings are pending or may be brought against the Partnership arising out of its current and past operations, including

matters related to commercial and tax disputes, product liability, antitrust, employment claims, premises-liability claims, allegations of exposures of third-parties to
toxic substances and general environmental claims. Although the ultimate outcome of these claims cannot be ascertained at this time, it is reasonably possible that
some portion of these claims could be resolved unfavorably to the Partnership. Management of the Partnership believes that any liability which may arise from
such matters would not be material in relation to the financial position, results of operations or cash flows of the Partnership at December 31, 2015 .

The Partnership is a party to certain other pending and threatened claims, including matters related to commercial and tax disputes, product liability,

employment claims, personal injury claims, premises-liability claims, allegations of exposures to toxic substances and general environmental claims. Although the
ultimate outcome of these claims cannot be ascertained at this time, it is reasonably possible that some portion of these claims could be resolved unfavorably to the
Partnership. Management of the Partnership believes that any liability which may arise from claims would not have a material adverse impact on our consolidated
financial statements.

16. Supplemental Cash Flow Information

Significant non-cash activities were as follows:

Debt assumed by SunCoke Energy Partners, L.P., Net

Equity issuances

Net assets of the previous owner not assumed by SunCoke Energy Partners, L.P.:

Receivables

Property, plant, and equipment

Deferred taxes, net

17. Fair Value Measurements

Years Ended

2015

2014

2013

(Dollars in millions)

249.9 $

144.4 $

259.9 $

83.3 $

9.1 $

7.0 $

62.8 $

— $

225.0

—

39.6

—

18.3

The Partnership measures certain financial and non-financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that

would be received to sell an asset or paid to transfer a liability in the principal or most

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advantageous market in an orderly transaction between market participants on the measurement date. Fair value disclosures are reflected in a three-level hierarchy,
maximizing the use of observable inputs and minimizing the use of unobservable inputs.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are

defined as follows:

•

Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.

Level 2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in
which all significant inputs are observable for substantially the full term of the asset or liability.

Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are measured at fair value on a recurring basis. The Partnership’s cash equivalents are measured at fair value based on quoted

prices in active markets for identical assets. These inputs are classified as Level 1 within the valuation hierarchy. The Partnership had no cash equivalents at
December 31, 2015 or 2014 .

Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an

ongoing basis, but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). At December 31, 2015 , no material
fair value adjustments or fair value measurements were required for these non-financial assets or liabilities.

Convent
Marine
Terminal
Contingent
Consideration

Contingent consideration related to the CMT acquisition is measured at fair value and amounted to $7.9 million at December 31, 2015 . The fair value
was based on a probability-weighted analysis using significant inputs that are not observable in the market, or Level 3 inputs. There have been no changes to the
significant inputs since acquisition. See Note 4 .

Certain Financial Assets and Liabilities not Measured at Fair Value

At December 31, 2015 and 2014 , the estimated fair value of the Partnership’s long-term debt was estimated to be $684.1 million and $415.7 million ,

respectively, compared to a carrying amount of $898.8 million and $400.0 million , respectively. The fair value was estimated by management based upon
estimates of debt pricing provided by financial institutions and are considered Level 2 inputs.

18. Business Segment Information

The Partnership derives its revenues from the Domestic Coke and Coal Logistics reportable segments. Domestic Coke operations are comprised of the

Haverhill and Middletown cokemaking facilities located in Ohio and the Granite City cokemaking facility located in Illinois. These facilities use similar production
processes to produce coke and to recover waste heat that is converted to steam or electricity. Steam is sold to third-party customers primarily pursuant to steam
supply and purchase agreements. Electricity is sold into the regional power market or to AK Steel pursuant to energy sales agreements. Coke sales at the
Partnership's cokemaking facilities are made pursuant to long-term, take-or-pay agreements with ArcelorMittal, AK Steel and U.S. Steel. Each of the coke sales
agreements contain pass-through provisions for costs incurred in the cokemaking process, including coal procurement costs (subject to meeting contractual coal-to-
coke yields), operating and maintenance expenses, costs related to the transportation of coke to the customers, taxes (other than income taxes) and costs associated
with changes in regulation, in addition to containing a fixed fee.

Coal Logistics operations are comprised of CMT located in Louisiana, Lake Terminal located in Indiana and KRT located in Kentucky and West

Virginia. This business provides coal handling and/or mixing services to third-party customers as well as SunCoke cokemaking facilities and has a collective
capacity to mix and transload more than 40 million tons of coal annually. Coal handling and mixing results are presented in the Coal Logistics segment.

Corporate and other expenses that can be identified with a segment have been included in determining segment results. The remainder is included in
Corporate and Other. Interest expense, net is also excluded from segment results. Segment assets, net of tax are those assets that are utilized within a specific
segment and excludes deferred taxes.

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The following table includes Adjusted EBITDA, which is the measure of segment profit or loss and liquidity reported to the chief operating decision

maker for purposes of allocating resources to the segments and assessing their performance:

Sales and other operating revenue:

Domestic Coke

Coal Logistics

Coal Logistics intersegment sales

Elimination of intersegment sales

Total sales and other operating revenue

Adjusted EBITDA:

Domestic Coke

Coal Logistics

Corporate and Other

Total Adjusted EBITDA

Depreciation and amortization expense:

Domestic Coke

Coal Logistics

Total depreciation and amortization expense

Capital expenditures:

Domestic Coke

Coal Logistics

Total capital expenditures

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

763.8 $

823.7 $

919.3

74.7

6.5

(6.5)

49.3

5.7

(5.7)

838.5 $

873.0 $

177.1 $

181.8 $

38.4

(13.8)

14.3

(7.2)

201.7 $

188.9 $

53.4 $

14.0

67.4 $

36.3 $

6.0

42.3 $

46.7 $

7.6

54.3 $

64.7 $

2.9

67.6 $

12.4

1.2

(1.2)

931.7

196.9

4.7

(6.8)

194.8

44.8

1.8

46.6

46.0

0.2

46.2

The following table sets forth the Partnership’s total sales and other operating revenue by product or service:

Sales and other operating revenue:

Cokemaking revenues

Energy revenues

Coal logistics revenues

Other revenues

Total revenues

The following table sets forth the Partnership's segment assets:

Segment assets:

Domestic Coke

Coal Logistics

Corporate and Other

Segment assets, excluding tax assets

Deferred tax assets

Total assets

Years Ended December 31,

2015

2014

2013

(Dollars in millions)

702.8 $

757.9 $

61.0

72.7

2.0

65.7

47.4

2.0

838.5 $

873.0 $

853.6

65.6

11.2

1.3

931.7

December 31,

2015

2014

(Dollars in millions)

1,233.1 $

1,275.6

534.6

1.2

1,768.9

—

116.6

2.6

1,394.8

22.2

1,768.9 $

1,417.0

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The Partnership evaluates the performance of its segments based on segment Adjusted EBITDA, which represents earnings before interest, taxes,

depreciation and amortization adjusted for sales discounts and Coal Logistics deferred revenue. Prior to the expiration of our nonconventional fuel tax credits in
2013 , Adjusted EBITDA included an add-back of sales discounts related to the sharing of these credits with our customers. Any adjustments to these amounts
subsequent to 2013 have been included in Adjusted EBITDA. Coal Logistics deferred revenue represents cash received on Coal Logistics take-or-pay contracts for
which revenue has not yet been recognized under GAAP. Including Coal Logistics deferred revenue in Adjusted EBITDA reflects the cash flow of our contractual
arrangements. Adjusted EBITDA does not represent and should not be considered an alternative to net income or operating income under GAAP and may not be
comparable to other similarly titled measures in other businesses.

•

does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

does not reflect items such as depreciation and amortization;

does not reflect changes in, or cash 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 attributable to noncontrolling interests.

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Below is a reconciliation of Adjusted EBITDA (unaudited) to net income and net cash provided by operating activities, which are its most directly

comparable financial measures calculated and presented in accordance with GAAP:

Adjusted EBITDA attributable to SunCoke Energy Partners, L.P.
Add: Adjusted EBITDA attributable to Previous Owner (1)
Add: Adjusted EBITDA attributable to noncontrolling interest (2)

Adjusted EBITDA

Subtract:

Depreciation and amortization expense

Interest expense, net

Income tax (benefit) expense

Sales discounts provided to customers due to sharing of nonconventional fuel tax credits (3)
Coal Logistics deferred revenue (4)

Net income

Add:

Depreciation and amortization expense

(Gain) loss on extinguishment of debt

Changes in working capital and other

Net cash provided by operating activities

Years Ended December 31,

2015

2014

2013

(Dollars in millions)
130.9 $

191.9 $

1.5

8.3

38.3

19.7

201.7 $

188.9 $

67.4 $

54.3 $

47.5

(2.5)

—

(2.9)

37.1

10.5

(0.5)

—

103.5

39.6

51.7

194.8

46.6

15.4

1.8

6.8

—

92.2 $

87.5 $

124.2

—

67.4 $

54.3 $

(0.7)

(9.5)

15.4

(30.7)

46.6

—

(5.0)

149.4 $

126.5 $

165.8

(1) Reflects net income attributable to our Granite City facility prior to the Granite City Dropdown on January 13, 2015 adjusted for Granite City's share of

interest, taxes, depreciation and amortization during the same period.

(2) Reflects net income attributable to noncontrolling interest adjusted for noncontrolling interest's share of interest, taxes, depreciation and amortization.

(3) 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 Granite City customer. During first quarter of 2014, we settled this obligation for $13.1 million which resulted in a gain
of $0.5 million . This gain is recorded in sales and other operating revenue on our Combined and Consolidated Statement of Operations.

(4) Coal Logistics deferred revenue adjusts for differences between the timing of recognition of take-or-pay shortfalls into revenue for GAAP purposes

versus the timing of payments from our customers. This adjustment aligns Adjusted EBITDA more closely with cash flow.

19. Selected Quarterly Data (unaudited)

2015

2014

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Sales and other operating revenue (1)
Gross profit (1)(2)
Net income (1)(3)

Net income attributable to SunCoke Energy
Partners, L.P.

Net income per common unit (basic and diluted)

Net income per subordinated unit
(basic and diluted)

203.3 $

207.6 $

(Dollars in millions, except per unit amounts)
210.2 $

214.5 $

217.4 $

217.8 $

216.8 $

223.9

41.3 $

36.6 $

43.5 $

50.1 $

35.5 $

42.6 $

45.5 $

16.4 $

18.1 $

20.8 $

36.9 $

25.7 $

10.8 $

27.1 $

12.6 $

17.0 $

19.5 $

36.3 $

13.2 $

1.2 $

20.2 $

0.29 $

0.40 $

0.43 $

0.71 $

0.41 $

0.03 $

0.52 $

38.8

23.9

21.4

0.55

0.29 $

0.40 $

0.38 $

0.71 $

0.41 $

0.02 $

0.52 $

0.55

Cash distribution per unit paid during period

$ 0.5408 $ 0.5715 $ 0.5825 $ 0.5940 $ 0.4750 $ 0.5000 $ 0.5150 $ 0.5275

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(1) CMT contributed sales and other operating revenue, gross profit and net income of $5.7 million , $2.6 million and $1.9 million , respectively, in the third
quarter of 2015. CMT also contributed sales and other operating revenue, gross profit and net income of $22.9 million , $15.8 million and $14.6 million ,
respectively, in the fourth quarter of 2015.

(2) Gross profit equals sales and other operating revenue less cost of products sold and operating expenses and depreciation and amortization.

(3) Net income in the first quarter of 2015 and the second quarter of 2014 was unfavorably impacted by losses on debt extinguishment of $9.4 million and
$15.4 million , respectively. Net income in the fourth quarter of 2015 was favorably impacted by a gain on debt extinguishment of $10.1 million .

20. Subsequent Events

During February 2016, the Partnership continued de-levering its balance sheet and redeemed $22.0 million of outstanding Partnership Notes for $12.7

million on the open market.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for evaluating the effectiveness of

our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Our disclosure controls and procedures are designed to
provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that
evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls
and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

The management of our general partner, with the participation of our principal executive officer and principal financial officer, is responsible for

establishing and maintaining adequate internal control over our financial reporting, as such term is defined under Exchange Act Rule 13a-15(f). Our internal
control system was designed to provide reasonable assurance to the management of our general partner regarding the preparation and fair presentation of published
financial statements.

In evaluating the effectiveness of our internal control over financial reporting as of December 31, 2015, the management of our general partner used the

framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control
-Integrated
Framework
(2013). Based on
such evaluation, the management of our general partner concluded that our internal control over financial reporting was effective as of December 31, 2015 . This
evaluation excluded Raven Energy LLC ("Raven"), which represented $426.1 million of total assets and $28.6 million of total revenue in the combined and
consolidated financial statements of the Partnership as of and for the year ended December 31, 2015.

The management of our general partner, including our principal executive officer and principal financial officer, does not expect that our disclosure

controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our partnership
have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls
effectiveness to future periods are subject to risks that

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internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

Pursuant to the JOBS Act, KPMG LLP, our independent registered public accounting firm, will not be required to attest to the effectiveness of our
internal control over financial reporting pursuant to Section 404 of the Sarbanes Oxley Act of 2002 until such date as we are no longer an “emerging growth
company” as defined in the JOBS Act.

Changes in Internal Control over Financial Reporting

On August 12, 2015 we acquired Raven Energy LLC including Convent Marine Terminal and consider the transaction material to our results of
operations, cash flows and financial position from the date of the acquisition. In conducting our evaluation of the effectiveness of our internal control over financial
reporting, we have elected to exclude Raven from our evaluation in the year of acquisition as permitted by the Securities and Exchange Commission. Raven
represents 24 percent of our total assets and 40 percent of our net assets at December 31, 2015 , and generated 3 percent of our total revenue and 18 percent of our
net income during the year ended December 31, 2015 . We are currently in the process of evaluating and integrating Raven’s internal controls over financial
reporting and expect to complete the integration of Raven’s internal controls in 2016. See Note 4 to the combined and consolidated financial statements included in
this Annual Report on Form 10-K for discussion of the acquisition and related financial data. There were no other changes in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2015 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

None.

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Item 10.

Directors, Executive Officers and Corporate Governance

Management of SunCoke Energy Partners, L.P.

PART III

We are managed and operated by the Board of Directors and executive officers of our general partner. SunCoke owns, directly or indirectly, 27.5 percent
of our outstanding common units and all of our outstanding subordinated units and incentive distribution rights. As a result of its ownership of our general partner,
SunCoke has the right to appoint all members of the Board of Directors of our general partner, including the independent directors. Our unitholders are not entitled
to appoint the directors of our general partner or otherwise directly participate in our management or operation. Our general partner owes certain duties to our
unitholders as well as a fiduciary duty to SunCoke.

Our general partner has seven directors, three of whom, Messrs. Hobbs and Moore and Ms. Snyder, are independent as defined under the independence

standards established by the NYSE and the Exchange Act. The NYSE does not require a listed publicly traded partnership, such as ours, to have a majority of
independent directors on the Board of Directors of its general partner or to establish a compensation committee or a nominating committee. However, our general
partner is required to have an audit committee of at least three members, and all its members are required to meet the independence and experience standards
established by the NYSE and the Exchange Act.

SunCoke indirectly controls our general partner and indirectly owns a significant limited partner interest in us. All of our general partner’s named
executive officers are employed as executive officers of SunCoke. Our general partner’s executive officers allocate their time between managing our business and
affairs and those of SunCoke. Such executive officers devote as much time to the management of our business and affairs as is necessary for the proper conduct of
our business and affairs. In addition to rendering services to us, these executive officers devoted a majority of their professional time to SunCoke during 2015.
These executives participate in the employee benefit plans and compensation arrangements of SunCoke, and the Compensation Committee of SunCoke’s Board of
Directors sets the components of their compensation, including base salary and annual and long-term incentives. We have no control over this compensation
determination process. Please refer to SunCoke Energy, Inc.’s 2016 Annual Meeting Proxy Statement for information on the compensation of these executive
officers.

Under the terms of our omnibus agreement with SunCoke, we do not pay a management fee or other compensation in connection with our general
partner’s management of our business. However, we reimburse our general partner and its affiliates (including SunCoke) for direct costs and expenses they incur
and payments they make in providing general and administrative services for our benefit. Corporate and other costs and expenses incurred by SunCoke and its
affiliates that are directly attributable to Partnership entities will be allocated to us. A portion of all remaining corporate and other costs and expenses incurred by
SunCoke and its affiliates are allocated to us, based on SunCoke’s estimate of the proportionate level of effort attributable to our operations. SunCoke allocates
these corporate and other costs on the basis of the costs and the level of support attributable to the applicable operating facilities for each function performed by the
sponsor (e.g., HR, legal, finance, tax, treasury, communications, engineering, insurance, etc.), rather than on the basis of time spent by individual officers acting
within a function. The estimated cost and level of support for each of our operating facilities is based on a weighted average of certain factors determined by
management of SunCoke, including the type of operations and products produced, as well as contract and business complexity at each facility. Our partnership
agreement does not set a limit on the amount of expenses for which our general partner and its affiliates may be reimbursed.

Each year, our general partner determines the aggregate amount to be reimbursed to SunCoke, by us, taking into account the totality of services performed

for our benefit by the named executive officers during the calendar year. The amounts reimbursed to SunCoke are not calculated with regard to an executive
officer's time spent on our business matters versus those of SunCoke. There is no specific allocation of a portion of a shared officer's compensation in connection
with services rendered on our behalf. During 2015, SunCoke allocated $26.4 million of expenses in the aggregate for the services they provided to us. See Item 13,
“Certain Relationships and Related Transactions, and Director Independence” for further discussion of our relationships and transactions with SunCoke and its
affiliates.

Executive Officers and Directors of Our General Partner

The following table shows information for the current executive officers and directors of our general partner. Directors are appointed for a one-year term

and hold office until their successors have been elected or qualified or until the earlier of their death, resignation, removal or disqualification. Executive officers
serve at the discretion of the board. There are no family relationships among any of our directors or executive officers.

Table of Contents

Name
Frederick A. Henderson

Fay West

Katherine T. Gates

P. Michael Hardesty

Allison S. Lausas

Gary P. Yeaw

C. Scott Hobbs

Wayne L. Moore

Nancy M. Snyder

Our Directors, Executive Officers and Other Key Executives

Age
57

Position with Our General Partner
Chairman, President and Chief Executive Officer

Senior Vice President, Chief Financial Officer and Director

Senior Vice President, General Counsel, Chief Compliance Officer and Director

Senior Vice President, Commercial Operations, Business Development, Terminals, and
International Coke and Director

Vice President and Controller

Senior Vice President, Human Resources

Director

Frederick
A.
Henderson.
Mr. Henderson was named Chief Executive Officer and appointed as the Chairman to the Board of Directors of our general

partner in July 2012. In December 2010, Mr. Henderson was elected as Chairman and Chief Executive Officer of SunCoke. He also served as a Senior Vice
President of Sunoco, Inc. (a transportation fuel provider with interests in logistics) from September 2010 until SunCoke’s initial public offering in July 2011. From
February 2010 until September 2010, he was a consultant for General Motors LLC, and from March 2010 until August 2010, he was a consultant for AlixPartners
LLC (a business consulting firm). He was President and Chief Executive Officer of General Motors (a global automotive company) from April 2009 until
December 2009. He was President and Chief Operating Officer of General Motors from March 2008 until March 2009. He was Vice Chairman and Chief Financial
Officer of General Motors from January 2006 until February 2008. He was Chairman of General Motors Europe from June 2004 until December 2005. Mr.
Henderson is a director of Marriott International, Inc. (a worldwide lodging and hospitality services company), where he serves as a chair of the Audit Committee.
Mr. Henderson also is a trustee of the Alfred P. Sloan Foundation and chair of its Audit Committee. Mr. Henderson previously served as a Director of Compuware
Corporation (from 2011-2014), a technology performance company, and was chair of its Audit Committee and a member of its Nominating/Governance and
Advisory Committees. We believe that Mr. Henderson, having worked for over 27 years at General Motors and over five years at SunCoke, is a highly experienced
senior-level executive, with general operations, manufacturing and marketing experience, as well as senior-level strategic planning, business development,
managerial and management development and compensation experience. Mr. Henderson also possesses health, environment and safety experience (by virtue of his
oversight experience at General Motors). Additionally, Mr. Henderson possesses financial expertise by virtue of his education (an MBA from Harvard Business
School) and experience (including Vice Chairman and Chief Financial Officer of General Motors).

Fay
West
. Ms. West was appointed as Senior Vice President and Chief Financial Officer of both our general partner and of SunCoke in October 2014

and, at that time, was also appointed to the Board of Directors of our general partner. Prior to that time, she served as Vice President and Controller of our general
partner since July 2012, and as Vice President and Controller of SunCoke since February 2011. Prior to joining SunCoke, Ms. West was Assistant Controller at
United Continental Holdings, Inc. (an airline holding company) from April 2010 to January 2011. She was Vice President, Accounting and Financial Reporting for
PepsiAmericas, Inc. (a manufacturer and distributor of beverage products) from December 2006 through March 2010 and Director of Financial Reporting from
December 2005 to December 2006. Ms. West worked at GATX Corporation from 1998 to 2005 in various accounting roles, including Vice President and
Controller of GATX Rail Company from 2001 to 2005 and Assistant Controller of GATX Corporation from 2000 to 2001. Ms. West’s financial and accounting
expertise and her broad industry and management experience, as well as her experience with SunCoke, provides the board with valuable expertise in senior level
strategic planning and financial disclosure and reporting matters.

Katherine
Gates.
Ms. Gates was appointed Senior Vice President, General Counsel and Chief Compliance Officer of both our general partner and of

SunCoke effective October 22, 2015. Ms. Gates joined SunCoke in February 2013, as Senior Health, Environment and Safety (“ HES
”) Counsel. She was
promoted to Vice President and Assistant General Counsel of both our general partner and of SunCoke in July 2014. Ms. Gates began her legal career in private
practice as a Partner at the law firm of Beveridge & Diamond, P.C. She served on the firm’s Management committee, where she addressed budget, compensation,
commercial and other issues. Ms. Gates also co-chaired the Civil Litigation Section of the firm’s Litigation Practice Group. She also clerked for the U.S.
Department of Justice. We believe that Ms. Gates’ legal knowledge and skill, as well as her experience with SunCoke’s operations, provides the Board of Directors
with valuable expertise regarding senior level strategic planning and relevant legal matters, including those related to corporate governance, litigation, health,
environment, safety, mergers, acquisitions, compliance and commercial matters.

Table of Contents

P.
Michael
Hardesty.
Mr. Hardesty was appointed Senior Vice President, Commercial Operations, Business Development, Terminals and International

Coke of SunCoke effective October 1, 2015. At that time, he also was appointed as a Director of our general partner. Mr. Hardesty has been a Senior Vice
President of our general partner since joining SunCoke in 2011 as its Senior Vice President, Sales and Commercial Operations. He has more than 30 years of
experience in the mining industry. Before joining SunCoke, Mr. Hardesty served as Senior Vice President for International Coal Group, Inc. (“ ICG
”), where he
was responsible for leading the sales and marketing functions and was a key member of the executive management team. Prior to ICG, Mr. Hardesty served as
Vice President of Commercial Optimization at Arch Coal, where he developed and executed trade strategies, optimized production output and directed coal
purchasing activities. He is a past board member and Secretary-Treasurer of the Putnam County Development Authority in West Virginia. We believe that Mr.
Hardesty’s extensive industry experience, as well as his experience with SunCoke, provides the Board of Directors with valuable expertise in commercial
operations, marketing and logistics. Mr. Hardesty also possesses health, environment and safety oversight experience by virtue of his oversight experience as a
senior-level executive at ICG.

Allison
S.
Lausas
. Ms. Lausas was appointed Vice President and Controller of both our general partner and of SunCoke in October 2014. Ms. Lausas

joined SunCoke in 2011 and most recently held the role of Assistant Controller. Prior to joining SunCoke Energy, Inc., she worked as an auditor at KPMG, LLP,
an audit, advisory and tax services firm, from 2002 to 2011 where she served both public and private corporations in the consumer and industrial markets.

Gary
P.
Yeaw
Mr. Yeaw was appointed Senior Vice President, Human Resources of SunCoke on November 1, 2015 and also was appointed as Senior

Vice President of our general partner at that time. Prior to that, he was Vice President, Human Resources of SunCoke. Mr. Yeaw leads the human resources
function at SunCoke, and is responsible for key organizational activities. Prior to joining SunCoke, he was Executive Vice President, Human Resources and
Communications for Chemtura Corporation. Mr. Yeaw also served as Vice President, Human Resources for American Standard Companies, as well as Vice
President, Human Resources Operational Excellence in charge of global benefit programs, labor relations, HR systems and employee services. Mr. Yeaw holds
professional designations as a Senior Human Resources Professional, Certified Compensation Professional and was a charter member of the International Society
of Employee Benefits Specialists. We believe that Mr. Yeaw’s extensive human resources background and experience provides the Board of Directors with
valuable expertise in executive compensation, employee benefits and labor relations. Mr. Yeaw also possesses senior level strategic planning experience by virtue
of his experience as a senior-level executive at Chemtura Corporation.

C.
Scott
Hobbs.
Mr. Hobbs was appointed to the Board of Directors of our general partner in January 2013. Since June 2014, he has been a director of the

general partner of Enable Midstream Partners, L.P., a publicly-traded master limited partnership that provides mid-stream energy logistics services. Since April
2006, Mr. Hobbs has provided consulting and advisory services to clients evaluating major projects, acquisitions and divestitures principally involving assets in the
energy industry. From February 2005 through March 2006, Mr. Hobbs was Executive Chairman and a director of Optigas, Inc., a private midstream gas company,
and, from January 2004 through February 2005, he was President and Chief Operating Officer of KFX, Inc. (now Evergreen Energy, Inc.), a public company that
developed clean coal technologies. From 1977 to 2001, Mr. Hobbs worked for the Coastal Corporation, where his last position was Chief Operating Officer of
Colorado Interstate Gas Co. and its Rocky Mountain affiliates. Mr. Hobbs previously served as a director of American Oil and Gas Inc., where he served on the
audit, compensation and governance committees, CVR Energy, Inc., where he served on the audit and governance committees, and Buckeye Partners, L.P., where
he served on the audit and governance committees. Mr. Hobbs is an experienced corporate executive with over 30 years of senior-level management experience in
the energy industry, including experience as a director of the general partner of a publicly traded master limited partnership. He also has extensive knowledge in
auditing, compensation and governance.

Wayne
L.
Moore.
Mr. Moore was appointed to the Board of Directors of our general partner in January 2013. He serves on the Board of Directors of

Madison Capital Partners, a Chicago-based private equity fund, EPay Systems, a privately-held technology company headquartered in Chicago, and Petwell
Partners, L.P., an investment partnership. From 1986 until his retirement in 2008, Mr. Moore served in various senior roles at Goldman Sachs & Co. (“Goldman”).
Mr. Moore was elected a managing director at Goldman in 1997 and as a partner in 1998. Mr. Moore specialized in advising clients with respect to hostile mergers
and acquisition activity and ran Goldman’s investment banking operations in Germany from 2000 to 2005, when he returned to Goldman’s Chicago office. Prior to
joining Goldman, Mr. Moore worked as an engineer at Fluor Corporation with a focus on the design of fired heaters and heat exchange equipment in various
refinery and petrochemical facilities. In addition, Mr. Moore serves on the Board of Directors of the Chicago Council on Global Affairs and on the board of
trustees of Rush University Medical Center. Mr. Moore is an experienced corporate executive, with over 25 years of experience in senior level management and
advisory positions and extensive knowledge regarding acquisitions, company management and technical issues.

Nancy
M.
Snyder.
Ms. Snyder was appointed to the Board of Directors of our general partner in January 2013. Ms. Snyder is currently Executive Vice

President (since 2006), Chief Administrative Officer (since 2008) and General Counsel and Corporate Secretary (since 1997) of Penn Virginia Corporation (“Penn
Virginia”), an independent oil and gas exploration and

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production company. From 2001 to 2010, Penn Virginia indirectly owned controlling interests in Penn Virginia Resource Partners, L.P. (“PVR”), a publicly traded
limited partnership engaged in the management of coal and natural resource properties and the gathering and processing of natural gas. Penn Virginia held its
interests in PVR principally through its ownership interests in Penn Virginia GP Holdings, L.P. (“PVG”), a publicly traded partnership which owned the general
partner of PVR from 2006 until 2010 when it was merged into PVR. Ms. Snyder served as Vice President and General Counsel of PVR’s general partner from
2001 to 2010 and as Chief Administrative Officer from 2008 to 2010. She served as Vice President and General Counsel of PVG’s general partner from 2006 to
2010 and as Chief Administrative Officer from 2008 to 2010. She was also a director of PVR’s general partner from 2001 to 2010 and of PVG’s general partner
from 2006 to 2010. Ms. Snyder’s extensive experience in leadership positions within the energy industry and, in particular, her corporate executive and
management experience with respect to two publicly traded master limited partnerships provides the board with valuable expertise in senior level strategic
planning, and administrative and management issues.

Director Independence

The Board of Directors of our general partner has determined that each of Messrs. Hobbs and Moore and Ms. Snyder are independent as defined under the

independence standards established by the NYSE and the Exchange Act. In evaluating director independence with respect to Messrs. Hobbs and Moore and Ms.
Snyder, the Board of Directors of our general partner assessed whether each of them possesses the integrity, judgment, knowledge, experience, skill and expertise
that are likely to enhance the board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the
board to fulfill their duties.

Board Meetings; Committees of the Board of Directors

The Board of Directors of our general partner has an audit committee and a conflicts committee. The Board of Directors of our general partner does not
have a compensation committee, but the Board of Directors of our general partner approves equity grants. No grants of Partnership equity were awarded to
executive officers during 2015. The Board of Directors of our general partner held eight regular meetings and three special meetings in fiscal 2015. Each director
who served in fiscal 2015 attended at least 90 percent of the meetings of the Board of Directors and at least 90 percent of the meetings of the Committees on which
he or she served during the periods that he or she served in fiscal 2015.

Audit Committee

The audit committee of our general partner has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, and consists of Messrs.
Hobbs and Moore and Ms. Snyder, all of whom meet the independence and experience standards established by the NYSE and the Exchange Act. The audit
committee is chaired by Mr. Moore. The Board of Directors of our general partner has determined that Messrs. Hobbs and Moore are “audit committee financial
experts” within the meaning of the SEC rules. The audit committee operates pursuant to a written charter, a copy of which is available on our website at
www.suncoke.com . The audit committee assists the Board of Directors in its oversight of the integrity of our financial statements and our compliance with legal
and regulatory requirements and partnership policies and controls. The audit committee has the sole authority to (1) retain and terminate our independent registered
public accounting firm, (2) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm,
and (3) pre-approve any non-audit services and tax services to be rendered by our independent registered public accounting firm, (4) oversee and monitor the
Partnership’s internal audit function and independent auditors, and (5) monitor compliance with legal and regulatory requirements, including our Code of Business
Conduct and Ethics. The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm.
Our independent registered public accounting firm has unrestricted access to the audit committee and our management, as necessary. The audit committee met ten
times in fiscal 2015.

Conflicts Committee

Messrs. Hobbs and Moore and Ms. Snyder serve on the conflicts committee to review specific matters that the board believes may involve conflicts of
interest and determines to submit to the conflicts committee for review. The conflicts committee is chaired by Mr. Hobbs. The conflicts committee determines if
the resolution of the conflict of interest is in our best interest. The members of the conflicts committee may not be officers or employees of our general partner or
directors, officers or employees of its affiliates, including SunCoke, and must meet the independence standards established by the NYSE and the Exchange Act to
serve on an audit committee of a Board of Directors, along with other requirements in our partnership agreement. Any matters approved by the conflicts committee
will be conclusively deemed to be in our best interest, approved by all of our partners and not a breach by our general partner of any duties it may owe us or our
unitholders. The conflicts committee met 8 times in fiscal 2015.

Executive Sessions of Non-Management Directors; Procedures for Contacting the Board of Directors

The Board of Directors of our general partner holds regular executive sessions in which the three independent directors meet without any members of

management present. The purpose of these executive sessions is to promote open and candid

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discussion among the independent directors. The rules of the NYSE require that one of the independent directors must preside over each executive session, and the
role of presiding director is rotated among each of the independent directors.

A means for interested parties to contact the Board of Directors (including the independent directors as a group) directly has been established in the
general partner’s Governance Guidelines, published on our website at www.suncoke.com . Information may be submitted confidentially and anonymously,
although we may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal
actions and in certain other circumstances.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees. An electronic copy of the code is
available on our website at www.suncoke.com . For a discussion of other corporate governance materials posted on our website, see “Part I. Item 1. Business.”

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the directors and executive officers of our general partner, as well as persons who own
more than ten percent of the common units representing limited partnership interests in us, to file reports of ownership and changes of ownership on Forms 3, 4 and
5 with the Securities and Exchange Commission, or SEC. We believe that during 2015, all SEC filings of our general partner’s officers and directors complied with
the requirements of Section 16 of the Securities Exchange Act, based upon a review of forms filed, or written notice that no annual forms were required.

Item 11.

Executive Compensation

We and our general partner were formed in July 2012 and had no material assets or operations until the closing of our initial public offering on January

24, 2013. Accordingly, our general partner did not begin accruing any obligations with respect to compensation of its directors and executive officers for any
periods prior to January 24, 2013. Further, no portion of the compensation paid by SunCoke to our executives prior to January 24, 2013 is attributable to services
performed by those executives for us.

Compensation Discussion and Analysis

We are managed by the executive officers of our general partner who are also executive officers of, and are employed by, SunCoke and they participate in

the employee benefit plans and compensation arrangements of SunCoke. Neither we nor our general partner have a compensation committee. The executive
officers of our general partner are compensated directly by SunCoke. All decisions as to the compensation of the executive officers of our general partner who are
involved in our management are made by the Compensation Committee of SunCoke. Therefore, we do not have any policies or programs relating to compensation
of the executive officers of our general partner and we make no decisions relating to such compensation. We have no control over this compensation determination
process. Other than any awards that may be granted in the future under our Long-Term Incentive Plan, the compensation of our general partner’s executive officers
currently is, and in the future will be, set by SunCoke. The executive officers of our general partner will continue to participate in SunCoke’s employee benefit
plans and arrangements, including any SunCoke plans that may be established in the future. Pursuant to the terms of our omnibus agreement with SunCoke, we
reimburse SunCoke for a portion of SunCoke’s compensation expense related to our general partner’s executive officers (which expenses include the share of the
compensation paid to the executive officers of our general partner attributable to the time they spend managing out business). See “Item 10, Directors, Executive
Officers and Corporate Governance-Management of SunCoke Energy Partners, L.P.” for information regarding the omnibus agreement and allocation of expenses
between the entities that share the services of these executives. None of the executive officers of our general partner have employment agreements with us or are
otherwise specifically compensated by us for their service as an executive officer of our general partner.

A full discussion of the policies and programs of the Compensation Committee of SunCoke will be set forth in the proxy statement for SunCoke’s 2016
annual meeting of stockholders which will be available upon its filing on the SEC’s website at www.sec.gov and on SunCoke’s website at www.suncoke.com at
the “Investors - Financial Reports - Annual Report & Proxy” tab. SunCoke’s 2016 Proxy Statement also will be available free of charge from the Corporate
Secretary of our general partner.

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Summary Compensation Table

The following table sets forth certain information with respect to SunCoke’s compensation of our general partner’s named executive officers (NEOs),
consisting of: (a) our principal executive officer; (b) principal financial officer; (c) the three most highly compensated executive officers (other than the principal
executive officer and principal financial officer) who were serving as executive officers at the end of 2015; and (d) two additional individuals who would have
been included in (c), but for the fact that they were not serving as executive officers at the end of 2015. The table summarizes the compensation attributable to
services performed for us by our general partner’s NEOs during fiscal years 2013, 2014 and 2015 but determined and paid by SunCoke. The amounts reported in
the table below were calculated based upon an estimate of the portion of each NEO’s total compensation paid by SunCoke which was reimbursed by us pursuant to
the terms of the omnibus agreement. Further information regarding the compensation of our general partner’s NEOs, who also are named executive officers of
SunCoke, will be set forth in SunCoke’s 2016 Proxy Statement. Compensation amounts set forth in SunCoke’s 2016 Proxy Statement will include all
compensation paid by SunCoke, including the amounts shown in the table below, which are attributable to services performed for us.

Changes in Pension
Value and Nonqualified
Deferred Compensation
Earnings (5)

$—

All other
Compensation (6)

$59,322

Name and Principal
Position (1)

Frederick A.
Henderson Chairman
&
CEO

Fay West Senior
VP
&
CFO

P. Michael Hardesty
SVP,
Commercial
Ops.,
Bus.
Dev.
&
Terminals

Gary P. Yeaw
SVP,
Human
Resources

Katherine T. Gates

SVP,
Gen.
Counsel
&
Chief
Compliance
Officer

Denise R Cade
Former
SVP,
Gen.
Counsel
&
Corp.
Sec’y

Michael J. Thomson
Former
President
&
COO

Year
2015

2014

2013

2015

2014

Salary
$461,992

292,500

96,538

299,951

96,381

Bonus
$—

Stock Awards
(2)

$600,082

Option Awards (3)
$1,142,878

—

723,417

227,033

104,764

40,949

475,665

138,750

168,920

19,027

Nonequity Incentive
Plan Compensation (4)

$347,452

183,784

118,232

166,853

40,039

2015

186,406

—

43,985

191,561

79,868

2015

108,155

—

41,235

76,325

39,331

2015

203,103

—

17,395

32,199

64,085

2015

2014

2013

2015

2014

2013

220,122

113,135

36,211

182,585

153,000

50,327

—

59,248

72,924

22,193

125,554

160,876

111,887

39,473

11,025

237,108

87,083

50,195

24,938

103

—

53,721

25,350

92,937

65,545

41,698

—

Total
$2,611,726

1,727,142

598,396

771,905

208,247

51,776

17,843

31,417

11,851

47,294

549,114

11,903

276,949

51,677

368,459

49,498

15,135

4,890

97,023

22,248

7,209

440,755

294,388

99,669

735,207

488,752

174,367

Table of Contents

NOTES TO TABLE :

(1) Name and Principal Position . Each of our NEOs split their professional time between SunCoke and us, and all compensation paid to them is determined
and paid by SunCoke. In accordance with SEC rules, a portion of the total compensation paid by SunCoke to the NEOs is allocated to the services
performed for us, based on an estimate of the portion of each NEO’s compensation which was reimbursed by us to SunCoke pursuant to the terms of the
omnibus agreement, and which we believe accurately reflects the amount of compensation each NEO was paid for the services provided to us. As a result,
the compensation data presented in this table reflect an allocation of 10 percent of the total amount of compensation each NEO received from SunCoke
for 2013. For 2014, the applicable allocation percentage was approximately 30 percent, and for 2015, the applicable allocation percentage was
approximately 47 percent. The total compensation paid by SunCoke to the NEOs in 2013, 2014 and 2015, as well as a discussion of how their
compensation was determined, is disclosed in SunCoke’ 2016 Annual Meeting Proxy Statement. Mr. Thomson resigned as President and Chief Operating
Officer in October 2015, at which time Mr. Henderson, then Chairman and Chief Executive Officer, assumed the additional role of President. Ms. Cade
resigned as Senior Vice President, General Counsel and Corporate Secretary in October 2015, at which time Ms. Gates was appointed as Senior Vice
President, General Counsel and Chief Compliance Officer.

(2) Stock Awards . Equity awards were granted to the NEOs pursuant to the terms of the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan
(“ LTPEP
”), and include time-based and performance-based restricted stock units (RSUs and PSUs, respectively). The amounts shown in the table are the
grant date fair value for the portion of such awards attributable to us, computed in accordance with FASB ASC Topic 718. The assumptions used by
SunCoke to determine the grant date fair value of these equity awards can be found in SunCoke’s Annual Report on Form 10-K for the year-ended
December 31, 2015. For each NEO, the number and value of outstanding SunCoke equity awards (including unvested restricted stock units) at year-end is
reported in SunCoke’s 2016 Annual Meeting Proxy Statement. PSUs awarded under the LTPEP are subject to three-year “cliff” vesting and are settled in
shares of SunCoke common stock, with eventual payout ranging from zero to 200% of target, depending upon the level of attainment of specified pre-
determined performance goals and objectives for SunCoke.

(3) Option Awards . Nonqualified stock option awards are granted under the terms of pursuant to the terms of the SunCoke LTPEP. Amounts shown are the
grant date fair value of SunCoke stock option awards attributable to us computed in accordance with FASB ASC Topic 718. The assumptions used by
SunCoke to determine the grant date fair value of the option awards can be found in SunCoke’s Annual Report on Form 10-K for the year-ended
December 31, 2015. Once vested, the options may be exercised to acquire shares of SunCoke’s common stock. The NEOs do not receive any option
awards from us. For each NEO, the number and value of outstanding SunCoke equity awards (including unexercised stock options) at year-end is reported
in SunCoke’s 2016 Annual Meeting Proxy Statement.

(4) Non -Equity Incentive Plan . SunCoke provides a performance-based annual cash incentive plan (the “AIP”), in which our NEOs participate. Payments
under the AIP are based upon the levels of attainment of certain pre-determined financial and operating goals of SunCoke. The AIP works in conjunction
with SunCoke’s Senior Executive Incentive Plan, or SEIP, which acts as an overlay to the AIP and sets a performance-based ceiling on the amounts paid
under the AIP so that such amounts meet the deductibility requirements of Section 162(m) of the Internal Revenue Code. For 2015, the SEIP covered Mr.
Henderson, Mr. Thomson and Ms. Cade (CFOs are not subject to Section 162m).

(5) Change in Pension Value and Nonqualified Deferred Compensation Earnings . SunCoke does not maintain any defined benefit pension plan, or
supplemental executive retirement plan for its named executive officers, including our NEOs. However, our NEOs do participate in: (a) the SunCoke
Energy, Inc. 401(k) Plan, a tax-qualified defined contribution plan available to all employees; and (b) the SunCoke Energy, Inc. Savings Restoration Plan,
a nonqualified defined contribution plan for executives whose compensation exceeds IRS limits on compensation applicable to SunCoke’s 401(k) plan.
For the periods presented in the table, there were no above-market, or preferential, earnings on any compensation deferred under SunCoke’s Savings
Restoration Plan. Please refer to the “Nonqualified Deferred Compensation” table in SunCoke’s 2016 Proxy Statement for further details of each NEOs
aggregate earnings and account balance under SunCoke’s Savings Restoration Plan.

(6) All Other Compensation . Amounts shown represent payments made by SunCoke on behalf of the NEOs and attributable to us. These amounts include

annual and matching contributions to SunCoke’s 401(k) Plan and to SunCoke’s Savings

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Restoration Plan, exclusively. None of these amounts were provided directly by us. No perquisites are disclosed because SunCoke does not provide its
named executive officers (including our NEOs) with perquisites or other personal benefits such as partnership vehicles, club memberships, financial
planning assistance, or tax preparation services.

Long-Term Incentive Plan

In connection with the completion of our initial public offering in 2013, our general partner adopted the SunCoke Energy Partners, L.P. Long-Term Incentive
Plan, or LTIP. The LTIP allows for grants of (1) restricted units, (2) unit appreciation rights, referred to as UARs, (3) unit options, referred to as Options, (4)
phantom units, (5) unit awards, (6) substitute awards, (7) other Unit-based awards, (8) cash awards, (9) performance awards and (10) distribution equivalent rights,
referred to as DERs, collectively referred to as Awards. The LTIP provides our general partner with maximum flexibility with respect to the design of
compensatory arrangements for employees, officers, consultants, and directors of our general partner and any of its affiliates providing services to us. However, the
only equity issued under the LTIP as of December 31, 2015 were quarterly payments of common units to those non-employee directors of our general partner who
did not elect to defer receipt of their common unit retainer. Please see the section entitled “Director Compensation” for additional information regarding the
compensation program for the non-employee directors of our general partner.

The LTIP is administered by the board of directors of our general partner or an alternative committee appointed by the board of directors of our general
partner, which we refer to together as the “committee” for purposes of this summary. The committee has the power to determine to whom and when Awards will
be granted, determine the amount of Awards (measured in cash or in shares of our common units), proscribe and interpret the terms and provisions of each Award
agreement (the terms of which may vary), accelerate the vesting provisions associated with an Award, delegate duties under the LTIP and execute all other
responsibilities permitted or required under the LTIP. The maximum aggregate number of common units that may be issued pursuant to any and all Awards under
the LTIP shall not exceed 1,600,000 common units, subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of
Awards, as provided under the LTIP.

If a common unit subject to any Award is not issued or transferred, or ceases to be issuable or transferable for any reason, including (but not exclusively)
because units are withheld or surrendered in payment of taxes or any exercise or purchase price relating to an Award or because an Award is forfeited, terminated,
expires unexercised, is settled in cash in lieu of common units, or is otherwise terminated without a delivery of units, those common units will again be available
for issue, transfer, or exercise pursuant to Awards under the LTIP, to the extent allowable by law. Common units to be delivered pursuant to awards under our
LTIP may be common units acquired by our general partner in the open market, from any other person, directly from us, or any combination of the foregoing.

SunCoke Compensatory Plans, Agreements, and Programs

The executive officers of our general partner, including our NEOs, are employed by SunCoke and they participate in the employee benefit plans, including
retirement plans, and compensation arrangements of SunCoke. In accordance with the omnibus agreement, we reimburse our sponsor, SunCoke, for the portion of
costs and expenses incurred by sponsor entities that are allocated to us, including the cost of salaries and other employee benefits, such as 401(k), pension, bonuses
and health insurance benefits relating to SunCoke employees who provide services to us (including our NEOs). The following is a brief description of the
severance, retirement, and change of control benefits provided by SunCoke.

Retirement Benefits. SunCoke does not maintain any tax-qualified defined benefit pension plan, or supplemental executive retirement plan. However , o ur NEOs
have the opportunity to participate in the following SunCoke Energy, Inc. retirement plans:

•

SunCoke 401(k) Plan. SunCoke offers all of its employees, including the NEOs, the opportunity to participate in the SunCoke 401(k) Plan, formerly
known as SunCoke Energy Profit Sharing and Retirement Plan, which is a tax qualified defined contribution plan with 401(k) and profit sharing features
designed primarily to help participating employees accumulate funds for retirement. Our NEOs may make elective contributions, and SunCoke makes
company contributions consisting of a matching contribution equal to 100 percent of employee contributions up to 5 percent of eligible compensation and
an employer contribution equal to 3 percent of eligible compensation. All NEOs are eligible to receive these contributions.

Savings Restoration Plan. The Savings Restoration Plan, or SRP, is an unfunded, nonqualified deferred compensation plan administered by SunCoke and
made available to participants in the SunCoke 401(k) Plan whose compensation exceeds the IRS limits on compensation that can be taken into account
under that Plan ($265,000 for 2015). Under the SRP, employees can make an advance election to defer on a pre-tax basis up to 50 percent of the portion
of their salary and bonus that exceeds the compensation limit. Such amounts will be credited to a bookkeeping account established for each participant as
of the date the amounts would otherwise have been paid to the participant. Employer contributions will be credited to the accounts of each employee who
elects to defer compensation and they consist of (1) a matching contribution equal to 100 percent of the first 5 percent of compensation deferred by the
participant under the SRP and (2) an additional contribution equal to 3 percent of the compensation deferred by the participant under the SRP. SunCoke

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Energy can also make additional discretionary contributions. Participants are fully vested in their own deferrals as well as the 3 percent employer
contribution, and will vest in the employer matching contributions and discretionary contributions in accordance with the vesting schedule in the 401(k)
Plan, which provides for 100 percent vesting after three years of service. Participants can direct the investment of their bookkeeping accounts among the
same investment alternatives available under the 401(k) Plan. Unless the participant elects otherwise, distributions are made in a lump sum on the first day
of the seventh month following termination of employment with SunCoke (or immediately to the participant’s beneficiary in the event of the participant’s
earlier death). The participant can elect, prior to his or her first year of participation, to receive a distribution in installments over two to ten years instead
of a lump sum if he or she terminates due to retirement, which is defined as termination after attaining age 55 with 10 years of service, or age 60 with 5
years of service. In addition, a participant can elect, concurrently with the annual deferral election, to receive an in-service lump sum distribution of the
amount he or she elects to defer for such year, with such payment date not earlier than three years from the end of the year in which the election is made.
A participant can change the time or method of distribution in limited circumstances.

Severance and Change in Control Benefits. Our NEOs participate in the SunCoke Energy Executive Involuntary Severance Plan and the SunCoke Energy
Special Executive Severance Plan. The purpose of these plans is to recognize an executive’s service to SunCoke Energy and provide a market competitive level of
protection and assistance if an executive is involuntarily terminated.

•

Special Executive Severance Plan. SunCoke's Special Executive Severance Plan provides severance to designated executives whose employment is
terminated by SunCoke other than for cause, death or disability, or who resign for good reason (as such terms are defined in the Plan) within two years
following a change in control of SunCoke. Severance is generally payable in a lump sum, equal to two to three times the sum of the executive’s annual
base salary and the greater of (i) 100 percent of the executive’s target annual incentive in effect immediately before the change in control or, if higher,
employment termination date, or (ii) the average annual incentive awarded to the executive with respect to the three years ending before the change in
control or, if higher, ending before the employment termination date, with the multiple depending on the executive’s position.

Executive Involuntary Severance Plan. The Executive Involuntary Severance Plan provides severance to designated executives whose employment is
terminated by SunCoke other than for cause (as defined in the Plan), death or disability. Severance is paid in installments per pay period and ranges from
one to two times the sum of the executive’s annual base salary and target annual incentive, depending on the executive’s position. Executives are also
entitled to the continuation of medical plan benefits at active employee rates for the period during which the participant receives severance payments
(which run concurrently with COBRA), continuation of life insurance coverage equal to one time’s the executive’s base salary and outplacement services.
Severance is subject to the execution of a release of claims against SunCoke and its affiliates, including us, at the time of termination of the executive’s
employment.

Other SunCoke Benefits. Our NEOs participate in the same basic benefits package and on the same terms as other eligible SunCoke employees. The benefits
package includes the savings program described above, as well as medical and dental benefits, disability benefits, insurance (life, travel and accident), death
benefits and vacations and holidays.

For additional detailed information regarding the compensatory plans, agreements and programs of SunCoke in which our NEOs participate, we encourage you to
read SunCoke Energy, Inc.’s 2016 Annual Meeting Proxy Statement.

Compensation Committee Interlocks and Insider Participation

As previously discussed, our general partner’s Board of Directors is not required to maintain, and does not maintain, a compensation committee. During 2015,
all compensation decisions with respect to our NEOs were made by the Compensation Committee of the Board of Directors of SunCoke, which is comprised
entirely of independent members of SunCoke’s Board. In addition, none of these individuals receive any compensation directly from us or our general partner.

Compensation Policies and Practices as They Relate to Risk Management

We do not have any employees. We are managed and operated by the directors and officers of our general partner and employees of SunCoke perform services
on our behalf. We do not have any compensation policies or practices that need to be assessed or evaluated for the effect on our operations. For an analysis of any
risks arising from SunCoke’s compensation policies and practices, please read SunCoke’s 2016 Proxy Statement.

Board Report on Compensation

Neither we nor our general partner has a compensation committee. The Board of Directors of our general partner has reviewed and discussed with

management the Compensation Discussion and Analysis set forth above and based on this review and discussion has approved it for inclusion in this Form 10-K.

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Director Compensation

Currently, directors who are also employees of SunCoke receive no additional compensation for service on the general partner’s Board of Directors or any

committees of the Board. As such, they are not included in the narrative or tabular disclosures below.

Compensation Philosophy: The Board of Directors believes that the compensation program for independent directors should be designed to attract

experienced and highly qualified individuals; provide appropriate compensation for their commitment and contributions to us and our unitholders, and align the
interests of the independent directors and unitholders.

Retainers and Fees: The table below summarizes the current structure of our independent director compensation program:

Summary of Independent Director Compensation

Board Service

Committee Service

Annual Retainer (Cash Portion)

Annual Retainer (Common Unit Portion)

TOTAL (excluding retainers and fees for committee service)

Annual Committee Chair Retainers:

Audit Committee Chair

Annual Audit Committee Member Retainers

Meeting Attendance Fees:

Conflicts Committee Chair

Conflicts Committee Member

65,000

85,000

150,000

20,000

10,000

20,000

10,000

Long-Term Incentive Plan: During 2015, each independent director of our general partner received an annual retainer of $65,000 in cash, paid quarterly,

and a number of vested common units, paid quarterly, under the SunCoke Energy Partners GP LLC Long-Term Incentive Plan. These common units had an
aggregate fair market value equal to $85,000 on an annualized basis. The fair market value of each quarterly payment is calculated as of the payment date, by
dividing one-fourth of the aggregate portion of the annual common unit retainer value by the average closing price for a common unit representing limited
partnership interests in us for the ten trading days on the NYSE immediately prior to the payment date. Also during 2015, the Audit Committee Chair received a
$20,000 cash retainer and the Audit Committee members (other than the Chair) each received a $10,000 cash retainer. In 2015, the Conflicts Committee Chair
received a $20,000 cash retainer and the Conflicts Committee members (other than the Chair) each received a $10,000 cash retainer.

Directors’ Deferred Compensation Plan: The SunCoke Energy Partners, L.P. Directors’ Deferred Compensation Plan, or Deferred Compensation Plan,

permits independent directors to defer a portion of their cash and/or common unit compensation. Payments of compensation deferred under the Directors’ Deferred
Compensation Plan are restricted in terms of the earliest and latest dates that payments may begin. Payments of compensation deferred under the Deferred
Compensation Plan will be made at, or commence on, January 15 of the calendar year following the calendar year in which an independent director ceases to
provide services to the Partnership, with any successive annual installment payments to be made no earlier than January 15 of each such year. Each independent
director has the option to defer his or her compensation in the form of phantom unit credits, cash units or a combination of both. Cash units accrue interest at a rate
set annually by our general partner’s Board. A phantom unit credit is treated as if it were invested in common units representing limited partnership interests in the
Partnership, but the phantom unit credits do not have voting rights. Phantom unit credits are credited with distribution equivalent rights (in the form of additional
phantom unit credits), on the applicable date(s) for our cash distributions. Phantom unit credits are settled in cash based upon the average closing price for our
common units for the ten trading days on the NYSE immediately prior to the payment date.

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The following table sets forth the compensation for our independent directors in fiscal 2015:

Director Compensation Table

Name

C. Scott Hobbs

Wayne L. Moore

Nancy M. Snyder

NOTES TO TABLE :

Fees
Earned or
Paid in Cash (1)

Unit
Awards (2)

All Other
Compensation (3)

$95,000

$85,000

$85,928

$85,000

$8,643

$22,991

$27,474

Total

$188,643

$203,919

$197,474

(1) The amounts in this column include all retainer and meeting fees paid or deferred pursuant to the Directors’ Deferred Compensation Plan. Mr. Hobbs

deferred his cash compensation into the Directors’ Deferred Compensation Plan.

(2) The amounts in this column represent the fair value of the common unit retainer payments made to each director in fiscal 2015 as of the date of each

quarterly payment, calculated pursuant to FASB ASC Topic 718. The number of common units granted to each independent director was determined by
dividing the $21,250 quarterly common unit retainer payment by the average closing price of a Partnership common unit for the ten trading days
preceding the payment date. Mr. Hobbs and Ms. Snyder deferred their common unit retainers into the Directors’ Deferred Compensation Plan.

(3) The amounts shown in this column reflect the value of distribution equivalents earned on deferred compensation account balances during 2015.

Business Expenses: Each independent director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or
committees, including room, meals and transportation to and from the meetings.

Indemnification: Each director will be indemnified fully by us for actions associated with being a member of our general partner’s Board of Directors, to the
fullest extent permitted under applicable state law.

Independent Director Stock Ownership Guidelines: Consistent with our partnership agreement, the independent directors of our general partner are expected
not to maintain any ownership interest in the common stock of SunCoke.

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Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth as of December 31, 2015, the beneficial ownership of common units and subordinated units of SunCoke Energy Partners,

L.P. held by:

•

our general partner;

each director and named executive officer of our general partner; and

all directors and executive officers of our general partner as a group.

Name of Beneficial Owner (1)
SunCoke Energy, Inc. (2)

Frederick A. Henderson

Fay West

P. Michael Hardesty

Gary P. Yeaw

Katherine T. Gates

Allison S. Lausas
C. Scott Hobbs (3)
Wayne L. Moore (3)
Nancy M. Snyder (3)

All directors and executive officers as a
group (9 people)

Common
Units
Beneficially
Owned

9,075,998

20,500

—

2,431

2,500

—

300

11,208

40,000

3,600

80,539

Less than one percent of our outstanding common units.

Percentage of
Common
Units
Beneficially
Owned

27.5%

Subordinated
Units
Beneficially
Owned
15,709,697

Percentage of
Subordinated
Units
Beneficially
Owned

Percentage of
Common and
Subordinated
Units
Beneficially
Owned

100%

49.8%

—

(1) The business address for SunCoke Energy Partners, L.P. and each individual is 1011 Warrenville Road, Suite 600, Lisle, Illinois 60532.

(2) Amount shown includes (i) 2,209,697 common units issued to Sun Coal & Coke in connection with our IPO, (ii) 2,695,055 common units issued to Sun
Coal & Coke in connection with the contribution to us on May 9, 2014, of an additional 33% interest in each of the Haverhill and Middletown
cokemaking facilities; (iii) 1,877,697 common units issued to Sun Coal & Coke in connection with the contribution to us on January 13, 2015, of a 75%
interest in the Granite City (Gateway) cokemaking facility; (iv) 2,923,550 common units issued to Sun Coal & Coke in connection with the acquisition,
on August 12, 2015, of Raven Energy, LLC; and (v) 15,709,697 subordinated units issued to Sun Coal & Coke on the IPO closing date, which may be
converted into common units on a one-for-one basis at the end of the subordination period.

(3) Certain directors have elected to defer all or a portion of their compensation into phantom unit credits under the SunCoke Energy Partners, L.P. Directors’
Deferred Compensation Plan described in the section entitled “Executive Compensation-Director Compensation---Directors' Deferred Compensation
Plan.” Each phantom unit credit is treated as if it were invested in common units representing limited partnership interests in the Partnership, and
distribution equivalents are credited in the form of additional phantom unit credits. These phantom unit credits do not have voting rights. Such phantom
unit credits ultimately will be settled in cash following termination of the director’s service on the Board, based upon the average closing price for our
common units for the ten trading days on the NYSE immediately prior to the payment date. The following directors hold such phantom unit credits: Mr.
Hobbs: 16,372 phantom unit credits; Mr. Moore: 16,380 phantom unit credits; and Ms. Snyder: 19,346 phantom unit credits.

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Beneficial Stock Ownership of Unaffiliated Persons Owning More Than Five Percent of Our Common Units

In addition to the foregoing, the following table shows the number of our common units beneficially owned by unitholders, not otherwise affiliated with
us, who we know to be the beneficial owners of more than five percent of the outstanding common units representing limited partnership interests in the
Partnership.

Raven Energy Holdings LLC (1)

Name

Shares of
Common Units

Percent of Common
Units Outstanding

4,847,287

10.3%

(1) Number is based on information contained in Schedule 13G filed with the Securities and Exchange Commission on August 12, 2015. The mailing address

of Raven Energy Holdings LLC is: 3801 PGA Blvd. Suite 903, Palm Beach Gardens, FL 33410.

All of these reported units were owned by investment accounts (investment limited partnerships, a registered investment company and/or institutional

accounts) managed, with discretion to purchase or sell securities, in each case by the reporting person.

Beneficial Ownership of Our Sponsor’s Common Stock by the Directors and Executive Officers of Our General Partner

The following table sets forth certain information regarding beneficial ownership of SunCoke Energy, Inc.’s common stock, as of December 31, 2015, by
directors of our general partner, by each named executive officer and by all directors and executive officers of our general partner, as a group. Unless otherwise
noted, each individual exercises sole voting or investment power over the shares of SunCoke common stock shown in the table. For purposes of this table,
beneficial ownership includes shares of SunCoke common stock as to which the person has sole or shared voting or investment power and also any shares of
SunCoke, Inc. common stock that such person has the right to acquire within 60 days of December 31, 2015, through the exercise of any option, warrant, or right.

Name

Shares of SunCoke
Energy, Inc.
Common Stock

Right to Acquire
Within 60 Days
After December 31,
2015 (1)

Total

Percent
of SunCoke
Energy, Inc.
Common Stock
Outstanding

Frederick A. Henderson

Fay West

P. Michael Hardesty

Gary P. Yeaw

Katherine T. Gates

Allison S. Lausas
C. Scott Hobbs (2)
Wayne L. Moore (2)
Nancy M. Snyder (2)

287,412

34,847

83,808

36,941

9,272

5,368

—

1,731,355

2,018,767

2.8

72,131

83,459

77,741

10,444

8,207

—

106,978

167,267

114,682

19,716

13,575

—

All directors and executive officers as a group (9 people)

457,648

1,983,337

2,440,985

2.8

Less than one percent of SunCoke's outstanding common stock.

(1) The amounts shown in this column reflect shares of SunCoke Energy, Inc. common stock which the persons listed have the right to acquire as a result of
the exercise of stock options, and/or conversion of restricted share units, within 60 days after December 31, 2015 under certain plans, including the
SunCoke Energy, Inc. Long-Term Performance Enhancement Plan.

(2) Consistent with our partnership agreement, the independent directors of our general partner are expected not to maintain any ownership interest in the

common stock of SunCoke Energy, Inc.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information, as of December 31, 2015, regarding Partnership common units that may be issued upon conversion (assuming a

one-for-one conversion) of securities granted under the general partner’s Long-Term Incentive Plan. For more information about this plan, which did not require
approval by the Partnership’s limited partners, refer to "Item 11. Executive Compensation - Long-Term Performance Enhancement Plan.”

EQUITY COMPENSATION PLAN INFORMATION (1)

Equity compensation plans approved by security holders

Plan Category

(a)
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
Not Applicable

(b)
Weighted-average exercise price
of outstanding options warrants
and rights
Not Applicable

(c)
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))
Not Applicable

Equity compensation plans not approved by security holders

Not Applicable

1,578,348

(1) The only securities issued under SunCoke Energy Partners, L.P. Long-Term Incentive Plan since the Partnership’s initial public offering have been
common units issued to directors in payment of their common unit retainers. Although permitted by the terms of the Long-Term Incentive Plan, no
restricted units, unit appreciation rights, unit options, or other unit-based awards convertible into common units have been granted to executive
officers or directors.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

SunCoke, through its Sun Coal & Coke subsidiary, beneficially owns 9,705,998 common units and 15,709,697 subordinated units representing an

aggregate limited partnership interest in us of approximately 48.9 percent, and indirectly owns and controls our general partner. SunCoke also appoints all of the
directors of our general partner. In addition, our general partner owns a 2 percent general partner interest in us and all of our incentive distribution rights.

The terms of the transactions and agreements disclosed in this section were determined by and among affiliated entities and, consequently, are not the
result of arm’s length negotiations. These terms and agreements are not necessarily at least as favorable to us as the terms that could have been obtained from
unaffiliated third parties.

Distributions and Payments to Our General Partner and Its Affiliates

The following table summarizes the distributions and payments to be made by us to our general partner and its affiliates in connection with the ongoing

operation and any liquidation of SunCoke Energy Partners, L.P.

See "Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities - The Partnership's

Distribution Policy," for a complete description of the distributions we make to our general partner and its affiliates.

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Operational Stage

Payments to our general partner and its affiliates

Under the terms of our omnibus agreement with SunCoke, our general partner and its affiliates
do not receive a management fee or other compensation for its management of our partnership,
but we reimburse our general partner and its affiliates for all direct and indirect expenses they
incur and payments they make in providing general and administrative services on our behalf.
Our partnership agreement does not set a limit on the amount of expenses for which our general
partner and its affiliates may be reimbursed. Our partnership agreement provides that our general
partner will determine in good faith the expenses that are allocable to us.

Withdrawal or removal of our general partner

If our general partner withdraws or is removed, its general partner interest and its incentive
distribution rights will either be sold to the new general partner for cash or converted into
common units, in each case for an amount equal to the fair market value of those interests.

Liquidation Stage

Liquidation

Agreements with Affiliates

Upon our liquidation, the partners, including our general partner, will be entitled to receive
liquidating distributions according to their particular capital account balances.

In connection with our IPO, we entered into certain agreements with SunCoke, as described below. While we believe these agreements are on terms no

less favorable to us than those that could have been negotiated with unaffiliated third parties, they are not the result of arm’s-length negotiations.

Arrangements Between SunCoke Energy and the Partnership

In connection with the focus on creating greater liquidity to reduce debt at the Partnership, SunCoke Energy will evaluate, for each of the four fiscal

quarters ending December 31, 2016, to provide the Partnership an incentive distribution rights giveback and evaluate a corporate cost allocation "reimbursement
holiday" for the Partnership. In accordance with SunCoke Energy’s intentions, on December 23, 2015, the General Partner amended the Partnership’s First
Amended and Restated Agreement of Limited Partnership dated as of January 24, 2013 (the "Partnership Agreement"). On December 23, 2015, SunCoke Energy,
the Partnership and the General Partner, entered into a Sponsor Support Agreement, pursuant to which SunCoke Energy can elect to make certain quarterly cash
capital contributions to the Partnership during each of the four fiscal quarters ending December 31, 2016. The amounts of such quarterly capital contributions will
be determined quarterly by SunCoke Energy, and will be equal to all or a portion of the reimbursable expense payments and/or incentive distribution payments
otherwise to be received by SunCoke Energy. These actions may have future taxable impacts to unitholders.

Omnibus Agreement

The omnibus agreement with SunCoke and our general partner addresses certain aspects of our relationship, including:

Business
Opportunities
. We have a preferential right to invest in, acquire and construct cokemaking facilities in the U.S. and Canada. SunCoke has a

preferential right to all other business opportunities. If we decide not to pursue an opportunity to construct a new cokemaking facility and SunCoke or any of its
controlled affiliates undertake such construction, then upon completion of such construction, we will have the option to acquire such facility at a price sufficient to
give SunCoke an internal rate of return on its invested capital equal to the sum of SunCoke’s weighted average cost of capital (as determined in good faith by
SunCoke) and 6.0 percent. If we decide not to pursue an opportunity to invest in or acquire a cokemaking facility, SunCoke or any of its controlled affiliates may
undertake such an investment or acquisition and if such acquisition is completed by SunCoke, the cokemaking facility so acquired will be subject to the right of
first offer described below. If a business opportunity includes cokemaking facilities but such facilities represent a minority of the value of such business
opportunity as determined by SunCoke in good faith, SunCoke will have a preferential right as to such business opportunity. These agreements as to business
opportunities shall apply only so long as SunCoke controls us, and shall not apply with respect to any business opportunity SunCoke or any of its controlled
affiliates was actively pursuing at the time of the closing of our IPO; provided,
however,
that we shall have certain preferential rights with respect to the Kentucky
facility. If SunCoke constructs the

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Kentucky facility, upon commencement of commercial operations we will have the option to acquire the Kentucky facility under the same terms as would apply to
other new construction under the omnibus agreement. If we do not exercise our option to acquire the Kentucky facility upon commencement of commercial
operations, the Kentucky facility will be subject to the right of first offer described below.

Right
of
First
Offer
. If SunCoke or any of its controlled affiliates decides to sell, convey or otherwise transfer to a third-party a cokemaking facility
located in the U.S. or Canada or an interest therein, we shall have a right of first offer as to such facility. SunCoke shall have the same right of first offer if we
decide to sell, convey or otherwise transfer to a third-party any cokemaking facility or an interest therein. In the event a party decides to sell, convey or otherwise
transfer a cokemaking facility, it will offer the other party, referred to as the ROFO Party, such facility with a proposed price for such assets. If the ROFO Party
does not exercise its right, the seller shall have the right to complete the proposed transaction, on terms not materially more favorable to the buyer than the last
written offer proposed during negotiations with the ROFO Party, with a third-party within 270 days. If the seller fails to complete such a transaction within 270
days, then the right of first offer is reinstated. This right of first offer shall apply only so long as SunCoke controls us.

Remarketing
Arrangement
Relating
to
Potential
Defaults
by
Coke
Agreement
Counterparties
. For a period of five years from the closing date of our IPO,
SunCoke has agreed that: (i) if AK Steel exercises the early termination right provided in its Haverhill coke sales agreement, then SunCoke will, promptly upon the
effective date of such termination, make us whole to the extent of AK Steel’s obligations under the Haverhill coke sales agreement (including the obligation to pay
for coke) as the terms of that agreement exist on the date of our IPO (without taking into effect the termination right), or (ii) if (a) other than as a result of a force
majeure event or a default by us, any customer fails to purchase coke or defaults in payment under its coke sales agreement, or (b) we amend a coke sales
agreement’s terms to reduce a customer’s purchase obligation as a result of the customer’s financial distress, as part of a bankruptcy or otherwise, then SunCoke
will be obligated to make us whole to the extent of the customer’s failure to satisfy its obligations or to the extent the customer’s obligations are reduced, as
applicable, under such coke sales agreement’s terms as exist on the date of the IPO. We and SunCoke will share in any damages and other amounts recovered from
third parties in connection with any of the events described in this paragraph in proportion to the relative loss and/or prospective loss suffered by us and SunCoke.

Indemnity.
SunCoke will indemnify us with respect to remediation at the Haverhill, Middletown and Granite City (Gateway) cokemaking facilities:

Known Remediation . SunCoke will indemnify us to the full extent of any remediation arising from any environmental matter discovered and

identified as requiring remediation prior to the contribution by SunCoke to us of an interest in these cokemaking facilities, except for any liability or increase in
liability resulting from changes in environmental regulations; provided,
however,
that, in each case, SunCoke will be deemed to have contributed in satisfaction of
this obligation, as of the effective date of the contribution of an interest in these cokemaking facilities, the amount identified in the applicable contribution
agreement as being reserved to pre-fund existing environmental remediation projects.

Unknown Remediation . If, prior to the fifth anniversary of the closing of our IPO, an environmental matter that was discovered either before or after
the contribution by SunCoke to us of an interest in these cokemaking facilities, is identified as requiring remediation, SunCoke shall indemnify us to the full extent
of any such remediation costs, except for any liability or increase in liability resulting from changes in environmental regulations; provided,
however,
that, in each
case, we must bear the first $5 million of such remediation costs, and SunCoke’s liability for such remediation costs will not exceed $50 million.

Post-closing . We will indemnify SunCoke for events relating to our operations except to the extent that we are entitled to indemnification by

SunCoke.

Tax Matters. SunCoke will fully indemnify us with respect to any tax liability arising prior to or in connection with the closing of our IPO.

Real Property . SunCoke will either cure or fully indemnify us for losses resulting from any material title defects at the properties owned by the

entities in which we have acquired an interest from SunCoke, to the extent that such defects interfere with, or reasonably could be expected to interfere with, the
operations of the related cokemaking facilities.

License
. SunCoke has granted us a royalty-free license to use the name “SunCoke” and related marks. Additionally, SunCoke will grant us a non-

exclusive right to use all of SunCoke’s current and future cokemaking and related technology. We have not paid and will not pay a separate license fee for the
rights we receive under the license.

Expenses
and
Reimbursement
. SunCoke will continue to provide us with certain general and administrative services, and we will reimburse SunCoke for

all direct costs and expenses incurred on our behalf and the portion of SunCoke’s corporate and other costs and expenses attributable to our operations.
Additionally, we have agreed to pay all fees (i) due under our revolving credit facility and/or existing senior notes; and (iii) in connection with any future financing
arrangement entered into for the purpose of amending, modifying, or replacing our revolving credit facility or our senior notes.

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The omnibus agreement can be amended by written agreement of all parties to the agreement. However, we may not agree to any amendment or

modification that would, in the reasonable discretion of our general partner, be adverse in any material respect to the holders of our common units without prior
approval of the conflicts committee. So long as SunCoke controls our general partner, the omnibus agreement will remain in full force and effect unless mutually
terminated by the parties. If SunCoke ceases to control our general partner, the omnibus agreement will terminate, provided (i) the indemnification obligations
described above and (ii) our non-exclusive right to use all of SunCoke’s existing cokemaking and related technology will remain in full force and effect in
accordance with their terms.

Granite City Contribution Agreement

On January 13, 2015, the Partnership acquired a 75 percent interest in SunCoke's Gateway Energy and Coke Company, LLC ("Granite City") cokemaking

facility. See additional discussion at Note 4 to our combined and consolidated financial statements.

Procedures for Review, Approval and Ratification of Transactions with Related Persons

Our general partner has adopted policies for the review, approval and ratification of transactions with related persons. The board has also adopted a

written code of business conduct and ethics, under which a director is expected to bring to the attention of the chief executive officer or the board any conflict or
potential conflict of interest that may arise between the director or any affiliate of the director, on the one hand, and us or our general partner on the other. The
resolution of any such conflict or potential conflict should, at the discretion of the board in light of the circumstances, be determined by a majority of the
disinterested directors.

If a conflict or potential conflict of interest arises between our general partner or its affiliates, on the one hand, and us or our unitholders, on the other

hand, the resolution of any such conflict or potential conflict should be addressed by the Board of Directors of our general partner in accordance with the
provisions of our partnership agreement. At the discretion of the board in light of the circumstances, the resolution may be determined by the board in its entirety
or by the conflicts committee of the Board of Directors. Pursuant to our code of business conduct, executive officers are required to avoid conflicts of interest
unless approved by the Board of Directors of our general partner.

In the case of any sale of equity by us in which an owner or affiliate of an owner of our general partner participates, our practice is to obtain approval of

the board for the transaction. The board will typically delegate authority to set the specific terms to a pricing committee. Actions by the pricing committee will
require unanimous approval. The code of business conduct and ethics described above were adopted in connection with the closing of our IPO, and as a result, the
transactions described above were not reviewed according to such procedures.

Director Independence

See “Item 10. Directors, Executive Officers and Corporate Governance” for information regarding the directors of our general partner and independence

requirements applicable for the Board of Directors of our general partner and its committees.

Item 14.

Principal Accounting Fees and Services

Audit Fees

KPMG served as the Partnership's principal independent public accountant for 2015, while Ernst & Young LLP ("E&Y") was our principal independent

public accountant for 2014. The following table shows the fees billed for audit, audit-related services and all other services for each of the last two years:

Audit Fees (1)(2)

Audit and Non-Audit Fees

2015

2014

606,928 $

614,578

(1) Audit fees in 2015 relate to professional services rendered in connection with the audit of our 2015 annual financial statements on our Form 10-K as well
as the audit and review of financial statements included in our registration statement on Form S-3 (No. 333-207098) filed with the SEC and declared
effective September 23, 2015.

(2) Audit fees in 2014 relate to professional services rendered in connection with the audit of our 2014 annual financial statements on our Form 10-K as well
as the audit and review of financial statements included in our registration statement on Form S-3 (No. 333-194213) filed with the SEC and declared
effective April 8, 2014.

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Audit Committee Pre-Approval Policy

As outlined in its charter, the Audit Committee of the board of directors of our general partner maintains an auditor independence policy that mandates

that the Audit Committee of its board of directors pre-approve the audit and non-audit services and related budget in advance. The policy identifies:

(1)

the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditor’s independence is not impaired;

(2) describes the audit, audit-related and tax services that may be provided and the non-audit services that are prohibited; and

(3) sets forth pre-approval requirements for all permitted services.

In some cases, pre-approval is provided by the full Audit Committee for the applicable fiscal year for a particular category or group of services, subject to
an authorized amount. In other cases, the Audit Committee specifically pre-approves services. To ensure compliance with the policy, the policy requires that our
Vice President and Controller report the amount of fees incurred for the various services provided by the auditor not less frequently than semiannually. The Audit
Committee has delegated authority to its Chair to pre-approve one or more individual audit or permitted non-audit services for which estimated fees do not exceed
$50,000 , as well as adjustments to any estimated pre-approval fee thresholds up to $25,000 for any individual service. Any such pre-approvals must then be
reported at the next scheduled meeting of the Audit Committee. All of the audit fees shown on the table above were pre-approved by the Audit Committee.

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Item 15.

Exhibits, Financial Statement Schedules

(a)

the following documents are included with the filing of this report:

PART IV

Combined and consolidated financial statements

The combined and consolidated financial statements are set forth under Item 8 of this report.

Financial statement schedules:

Financial statement schedules are omitted because they required information is shown elsewhere in this report, is not necessary or is not applicable.

Exhibits:

Exhibit
Number

2.1

2.2

3.1

3.2

3.2.1

4.1

4.1.1

4.1.2

4.1.3

4.1.4

4.1.5

10.1

Description

Contribution Agreement, dated as of January 12, 2015, by and among Sun Coal & Coke LLC, SunCoke Energy Partners, L.P., SunCoke
Energy, Inc. and, solely with respect to Section 2.9 thereof, Gateway Energy & Coke Company, LLC, incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35782) filed on January 13, 2015

Contribution Agreement, dated as of July 20, 2015, by and between Raven Energy Holdings, LLC and SunCoke Energy Partners, L.P.,
incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35782) filed on August 18, 2015.

Certificate of Limited Partnership of SunCoke Energy Partners, L.P. incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

First Amended and Restated Agreement of Limited Partnership of SunCoke Energy Partners, L.P., dated as of January 24, 2013,
incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35782) filed on January 24, 2013

Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of SunCoke Energy Partners, L.P., dated
December 23, 2015, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001- 35782) filed on
December 30, 2015.

Senior Notes Indenture, dated as of January 24, 2013, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners Finance
Corp., the Guarantors named therein, and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K (File No. 001-35782) filed on January 24, 2013

Supplemental Indenture, dated as of September 20, 2013, incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-
Q (File No. 001-35782) filed on May 1, 2014

Second Supplemental Indenture, dated November 27, 2013, incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form
10-Q (File No. 001-35782) filed on May 1, 2014

Third Supplemental Indenture, dated May 9, 2014, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File
No. 001-35782) filed on May 13, 2014

Fourth Supplemental Indenture, dated of January 16, 2015, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
(File No. 001-35782) filed on January 20, 2015

Fifth Supplemental Indenture, dated August 17, 2015, incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q
(File No. 001-35782) filed on October 27, 2015.

Contribution Agreement, dated January 23, 2013, among Sun Coal & Coke LLC, SunCoke Energy Partners, L.P. and SunCoke Energy,
Inc., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35782) filed on January 24, 2013

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10.2

10.4

10.4.1

10.4.2

10.5

10.5.1

10.5.2

10.5.3

10.6

10.7†

10.7.1†

10.7.2†

10.7.3†

10.7.4†

10.7.5†

10.7.6†

Contribution Agreement, dated as of April 22, 2014, among Sun Coal & Coke LLC, SunCoke Energy Partners, L.P. and SunCoke
Energy, Inc., incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File No. 001-35782) filed on April 24, 2014

Omnibus Agreement, dated January 24, 2013, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.
001-35782) filed on January 24, 2013

Amendment No. 1 to Omnibus Agreement, dated March 7, 2014, incorporated by reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q (File No. 001-35782) filed on October 28, 2014

Amendment No. 2 to Omnibus Agreement, dated as of January 13, 2015, incorporated by reference to Exhibit 10.4.2 to the Annual
Report on Form 10-K (File No. 001-35782) filed on February 24, 2015.

Credit Agreement, dated January 24, 2013, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-
35782) filed on January 24, 2013

Amendment No.1 to Credit Agreement, dated as of August 28, 2013, incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K (File No. 001-35782) filed August 30, 2013.

Amendment No.2 to Credit Agreement, dated as of May 9, 2014, incorporated by reference to Exhibit 10.3 to the Quarterly Report on
Form 10-Q (File No. 001-35782) filed July 29, 2014

Amendment No. 3 to Credit Agreement, dated as of April 21, 2015, incorporated by reference to the Current Report on Form 8-K (File
No. 001-35782) filed on April 27, 2015.

$50,00,000 Term Loan Credit Agreement, dated November 3, 2015, by and among SunCoke Energy Partners, L.P., Haverhill Coke
Company LLC, Haverhill Cogeneration Company LLC, Middletown Coke Company, LLC, Middletown Cogeneration Company LLC,
SunCoke Lake Terminal LLC, SunCoke Logistics LLC, Marigold Dock, Inc., Ceredo Liquid Terminal, LLC, Kanawha River
Terminals, LLC, Gateway Energy & Coke Company, LLC and Gateway Cogeneration Company LLC, as joint and several borrowers,
the several lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent, incorporated by reference to
the Current Report on Form 8-K (File No. 001- 35782) filed on November 9, 2015.

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.), incorporated by reference to Exhibit
10.6 to the Registration Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

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.),
incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

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.), incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (File No. 333-183162) filed August
8, 2012

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.),
incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

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.),
incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

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.),
incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

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.),
incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

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Table of Contents

10.8†

10.8.1†

10.9†

10.9.1†

10.10†

10.10.1†

10.10.2

10.10.3†

10.11

10.12

10.13**

10.14**

21.1*

23.1*

23.2*

24.1*

31.1*

31.2*

32.1*

32.2*

95.1*

Coke Purchase Agreement, dated as of August 31, 2009, by and between Haverhill Coke Company LLC and AK Steel Corporation,
incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

Amendment No. 1 to Coke Purchase Agreement, dated as of May 8, 2012, by and between Haverhill Coke Company LLC and AK
Steel Corporation, incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 (File No. 333-183162) filed
August 8, 2012

Energy Sales Agreement, dated as of August 31, 2009, by and between Haverhill Coke Company LLC and AK Steel Corporation,
incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 (File No. 333-183162) filed August 8, 2012

Supplemental Energy Sales Agreement, dated as of June 1, 2012, by and between Haverhill Coke Company LLC and AK Steel
Corporation, incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 (File No. 333-183162) filed August
8, 2012

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 to Exhibit 10.32 to SunCoke Energy Inc.'s Amendment No.7 to Registration
Statement on Form S-1 (File No. 333-173022) filed July 20, 2011

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 to Exhibit 10.33 to SunCoke Energy, Inc.'s
Amendment No.2 to Registration Statement on Form S-1 (File No. 333-173022) filed June 3, 2011

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, incorporated by reference to Exhibit 10.10.2 to the Annual Report on Form 10-K
(File No. 001-35782) filed on February 24, 2015.

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, incorporated by reference to Exhibit
10.10.3 to the Annual Report on Form 10-K (File No. 001-35782) filed on February 24, 2015.

Amended and Restated Coke Purchase Agreement, dated as of September 1, 2009 by and between Middletown Coke Company, LLC
and AK Steel Corporation, incorporated herein by reference to Exhibit 10.17 to the Registration Statement on Form S-1 (File No. 333-
183162) filed August 8, 2012

Second Amended and Restated Energy Sales Agreement, dated as of May 8, 2012, by and between Middletown Coke Company, LLC
and AK Steel Corporation, incorporated herein by reference to Exhibit 10.18 to the Registration Statement on Form S-1 (File No. 333-
183162) filed August 8, 2012

SunCoke Energy Partners, L.P. Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 to Amendment No. 6 to the
Registration Statement on Form S-1 (File No. 333-183162) filed November 21, 2012

SunCoke Energy Partners, L.P. Directors’ Deferred Compensation Plan, incorporated by reference to Exhibit 10.4 to Amendment No. 8
to the Registration Statement on Form S-1 (File No. 333-183162) filed November 20, 2012

List of Subsidiaries of SunCoke Energy Partners, L.P. (filed herewith)

Consent of KPMG LLP (filed herewith)

Consent of Ernst & Young LLP (filed herewith)

Powers of Attorney (filed herewith)

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241) (filed
herewith)

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241) (filed
herewith)

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
(furnished herewith)

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (furnished
herewith)

Mine Safety Disclosure (filed herewith)

101.INS*

XBRL Instance Document (filed herewith)

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Table of Contents

101.SCH*

101.CAL*

101.DEF*

101.LAB*

101.PRE*

XBRL Taxonomy Extension Schema Document (filed herewith)

XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

Provided herewith.

** Management contract or compensatory plan or arrangement

†

Certain portions have been omitted pursuant to confidential treatment requests. Omitted information has been separately filed with the Securities and
Exchange Commission.

119

Table of Contents

Pursuant to the requirements of Section 13 or 15(a) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized, on February 18, 2016 .

SIGNATURES

SunCoke Energy Partners, L.P.

By:

SunCoke Energy Partners GP LLC, its general partner

/s/ Fay West

Fay West
Senior Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and

in the capacities indicated on February 18, 2016 .

Signature

/s/ Frederick A. Henderson*

Frederick A. Henderson

/s/ Fay West

Fay West

/s/ Allison S. Lausas*

Allison S. Lausas

/s/ P. Michael Hardesty*

P. Michael Hardesty

/s/ Katherine T. Gates*

Katherine T. Gates

/s/ C. Scott Hobbs*

C. Scott Hobbs

/s/ Wayne L. Moore*

Wayne L. Moore

/s/ Nancy M. Snyder*

Nancy M. Snyder

Title

Chairman, President and Chief Executive Officer
(Principal Executive Officer)

Senior Vice President, Chief Financial Officer
and Director
(Principal Financial Officer)

Vice President and Controller
(Principal Accounting Officer)

Director

* Fay West, pursuant to powers of attorney duly executed by the above officers and directors of SunCoke Energy Partners, L.P. 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

Fay West

February 18, 2016

120

SunCoke Energy Partners, L.P.

Subsidiaries of the Registrant

Exhibit 21.1

Name

Registration

Haverhill Coke Company LLC (98%)*

-----Haverhill Cogeneration Company LLC

Middletown Coke Company, LLC (98%)*

-----Middletown Cogeneration Company LLC

Gateway Energy & Coke Company, LLC (98%)*

-----Gateway Cogeneration Company LLC

SunCoke Energy Partners Finance Corp.

SunCoke Logistics LLC

-----SunCoke Lake Terminal LLC

-----Kanawha River Terminals LLC

----------Marigold Dock, Inc.

----------Ceredo Liquid Terminal

-----Raven Energy LLC

----------Jacobs Materials Handling LLC

* Remaining equity interest held indirectly by our sponsor, SunCoke Energy, Inc.

Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

We consent to the incorporation by reference in the registration statements (Nos. 333-203562 and 333-207098) on Form S-3 of SunCoke Energy
Partners, L.P. of our report dated February 18, 2016 with respect to the consolidated balance sheet of SunCoke Energy Partner, L.P. as of
December 31, 2015, and the related combined and consolidated statements of income, equity and cash flows for the year ended December 31,
2015, which report appears in the December 31, 2015 annual report on Form 10-K of SunCoke Energy Partners, L.P.

/s/ KPMG LLP

Chicago, Illinois
February 18, 2016

Consent of Independent Registered Public Accounting Firm

Exhibit 23.2

We consent to the incorporation by reference in the Registration Statement (Form S-3 Nos. 333-203562 and 333-207098) of SunCoke Energy
Partners, L.P. (“the Partnership”) and in the related Prospectus of our report dated April 30, 2015, with respect to the combined and consolidated
financial statements SunCoke Energy Partners, L.P. included in this Annual Report (Form 10-K) for the year ended December 31, 2015.

/s/ Ernst & Young LLP

Chicago, Illinois
February 18, 2016

Exhibit 24.1

POWER OF ATTORNEY

The undersigned, a director of SunCoke Energy Partners GP LLC, hereby constitutes and appoints Frederick A. Henderson,
Fay West and Katherine T. Gates, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of
substitution and re - substitution, for him or her and in his or her name place and stead, in any and all capacities, to sign for him or
her in the capacities indicated below the Annual Report of SunCoke Energy Partners, L.P. on Form 10-K for the fiscal year ended
December 31, 2015 and any and all amendments to such Annual Report on Form 10-K, and to cause the same to be filed with all
exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and
desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 18th day of February 2016 .

Signature: /s/ C. Scott Hobbs
Name: C. Scott Hobbs
Title: Director

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 18th day of February 2016 .

Signature: /s/ Wayne L. Moore
Name: Wayne L. Moore
Title: Director

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 18th day of February 2016 .

Signature: /s/ Nancy M. Snyder
Name: Nancy M. Snyder
Title: Director

POWER OF ATTORNEY

The undersigned, an officer and director of SunCoke Energy Partners GP LLC, hereby constitutes and appoints Frederick A.
Henderson, Fay West and Katherine T. Gates, and each of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and re - substitution, for him or her and in his or her name place and stead, in any and all capacities, to sign for
him or her in the capacities indicated below the Annual Report of SunCoke Energy Partners, L.P. on Form 10-K for the fiscal year
ended December 31, 2015 and any and all amendments to such Annual Report on Form 10-K, and to cause the same to be filed with
all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and
desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 18th day of February 2016 .

Signature: /s/ Fay West
Name: Fay West
Title: Senior Vice President
Chief Financial Officer and Director
(Principal Financial Officer)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 18th day of February 2016 .

Signature: /s/ Katherine T. Gates
Name: Katherine T. Gates
Title: Senior Vice President,
General Counsel,
Chief Compliance Officer and Director

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 18th day of February 2016 .

Signature: /s/ Frederick A. Henderson
Name: Frederick A. Henderson
Title: Chairman, Chief Executive Officer,
President and Director
(Principal Executive Officer)

POWER OF ATTORNEY

The undersigned, an officer of SunCoke Energy Partners GP LLC, hereby constitutes and appoints Frederick A. Henderson,
Fay West and Katherine T. Gates, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of
substitution and re - substitution, for him or her and in his or her name place and stead, in any and all capacities, to sign for him or
her in the capacities indicated below the Annual Report of SunCoke Energy Partners, L.P. on Form 10-K for the fiscal year ended
December 31, 2015 and any and all amendments to such Annual Report on Form 10-K, and to cause the same to be filed with all
exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and
desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 18th day of February 2016 .

Signature: /s/ Allison S. Lausas
Name: Allison S. Lausas
Title: Vice President and Controller
(Principal Accounting Officer)

Exhibit 31.1

I, Frederick A. Henderson, certify that:

CERTIFICATION

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2015 of SunCoke Energy Partners, L.P. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the

financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,

to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our

supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the

effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth

fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the

registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are

reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal

control over financial reporting.

/s/ Frederick A. Henderson
Frederick A. Henderson
Chief Executive Officer and Chairman

February 18, 2016

Exhibit 31.2

I, Fay West, certify that: