SECURITIES AND EXCHANGE COMMISSION

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) ~~of 1934.~~. Yes ¨ No ý

The registrant had ~~30,712,494~~46,206,168 common ~~units and 15,709,697 subordinated~~ units outstanding at ~~October 23, 2015.~~April 22, 2016.

~~Table of Contents~~

SUNCOKE ENERGY PARTNERS, L.P.

TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION

Item 1. Combined and Consolidated Financial Statements	1

Combined and Consolidated Statements of Income (Unaudited) For the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2016 and 2015 ~~and 2014~~	1

~~Combined and~~ Consolidated Balance Sheets At ~~September 30, 2015~~March 31, 2016 (Unaudited) and December 31, ~~2014~~2015	2

Combined and Consolidated Statements of Cash Flows (Unaudited) For the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2016 and 2015 ~~and 2014~~	3

~~Combined and~~ Consolidated Statement of Equity (Unaudited) For the ~~Nine~~Three Months Ended ~~September 30, 2015~~March 31, 2016	4

Notes to the Combined and Consolidated Financial Statements	5

1. General	5

2. ~~Acquisition~~Related Party Transaction and Agreements	6

3. ~~Related Party Transactions and Agreements~~	10

4. Cash Distributions and Net Income Per Unit	127

4. Inventories	11

5. ~~Inventories~~Goodwill and Other Intangible Assets	1511

6. Income Taxes	1512

7. Debt	1512

8. Supplemental Cash Flow Information	1713

9. Commitments and Contingent Liabilities	1713

10. Fair Value Measurements	1714

11. Business Segment Disclosures	1815

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2218

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3732

Item 4. Controls and Procedures	3732

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	3833

Item 1A. Risk Factors	3833

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	3833

Item 6. Exhibits	3934

Signature	4035

~~Table of Contents~~

PART I - FINANCIAL INFORMATION



Item 1.	Combined and Consolidated Financial Statements

SunCoke Energy Partners, L.P.

Combined and Consolidated Statements of Income

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2015 2014 2015 2014

(Dollars and units in millions, except per unit amounts)
Revenues
Sales and other operating revenue $ 210.2
$ 216.8
$ 621.1
$ 649.1
Costs and operating expenses
Cost of products sold and operating expense 149.7
157.6
452.7
485.3
Selling, general and administrative expense 9.8
6.7
24.7
20.8
Depreciation and amortization expense 17.0
13.7
47.0
40.3
Total costs and operating expenses 176.5
178.0
524.4
546.4
Operating income 33.7
38.8
96.7
102.7
Interest expense, net 12.4
6.8
43.8
30.1
Income before income tax expense 21.3
32.0
52.9
72.6
Income tax expense (benefit) 0.5
4.9
(2.4 ) 9.0
Net income 20.8
27.1
55.3
63.6
Less: Net income attributable to noncontrolling interests 1.3
0.6
5.6
15.1
Net income attributable to SunCoke Energy Partners, L.P./Predecessor $ 19.5
$ 26.5
$ 49.7
$ 48.5
Less: Net income attributable to Predecessor —
6.3
0.6
13.9
Net income attributable to SunCoke Energy Partners, L.P. $ 19.5
$ 20.2
$ 49.1
$ 34.6

General partner's interest in net income $ 1.9
$ 7.0
$ 5.1
$ 15.3
Limited partners' interest in net income $ 17.6
$ 19.5
$ 44.6
$ 33.2
Net income per common unit (basic and diluted) $ 0.43
$ 0.52
$ 1.16
$ 1.01
Net income per subordinated unit (basic and diluted) $ 0.38
$ 0.52
$ 1.00
$ 0.89
Weighted average common units outstanding (basic and diluted) 27.4
21.7
24.8
19.0
Weighted average subordinated units outstanding (basic and diluted) 15.7
15.7
15.7
15.7

~~(See Accompanying Notes)~~



	Three Months Ended March 31,
	2016			2015

	(Dollars and units in millions, except per unit amounts)
Revenues
Sales and other operating revenue	$	194.5		$	203.3
Costs and operating expenses
Cost of products sold and operating expenses	134.2			147.4
Selling, general and administrative expenses	8.4			7.6
Depreciation and amortization expense	18.7			14.6
Total costs and operating expenses	161.3			169.6
Operating income	33.2			33.7
Interest expense, net	12.5			11.2
(Gain) loss on extinguishment of debt	(20.4		)	9.4
Income before income tax expense	41.1			13.1
Income tax expense (benefit)	0.6			(3.3		)
Net income	40.5			16.4
Less: Net income attributable to noncontrolling interests	0.7			3.2
Net income attributable to SunCoke Energy Partners, L.P./Previous Owner	$	39.8		$	13.2
Less: Net income attributable to Previous Owner	—			0.6
Net income attributable to SunCoke Energy Partners, L.P.	$	39.8		$	12.6

General partner's interest in net income	$	10.1		$	1.8
Limited partners' interest in net income	$	29.7		$	11.4
Net income per common unit (basic and diluted)	$	0.64		$	0.29
Net income per subordinated unit (basic and diluted)	$	—		$	0.29
Weighted average common units outstanding (basic and diluted)	46.2			23.3
Weighted average subordinated units outstanding (basic and diluted)	—			15.7

~~Table of Contents~~

SunCoke Energy Partners, L.P.

~~Combined and~~ Consolidated Balance Sheets

September 30, 2015 December 31, 2014
(Unaudited)
(Dollars in millions)
Assets
Cash and cash equivalents $ 61.3
$ 33.3
Receivables 59.7
36.3
Receivables from affiliates, net 1.9
3.1
Inventories 75.4
90.4
Other current assets 2.9
1.5
Total current assets 201.2
164.6
Restricted cash 21.5
—
Properties, plants and equipment, net 1,331.3
1,213.4
Goodwill 69.1
8.2
Other intangible assets, net 190.2
6.9
Deferred income taxes —
21.6
Deferred charges and other assets 1.1
2.3
Total assets $ 1,814.4
$ 1,417.0
Liabilities and Equity
Accounts payable $ 51.1
$ 61.1
Accrued liabilities 20.0
11.2
Current portion of long-term debt 1.1
—
Interest payable 8.3
12.3
Total current liabilities 80.5
84.6
Long-term debt 939.8
399.0
Deferred income taxes 38.1
—
Asset retirement obligations 5.6
5.3
Other deferred credits and liabilities 9.1
1.4
Total liabilities 1,073.1
490.3
Equity
Held by public:
Common units (issued 21,006,495 and 16,789,164 units at September 30, 2015 and December 31, 2014, respectively)
300.4
239.1
Held by parent:

Common units (issued 9,705,999 and 4,904,752 units at September 30, 2015 and December 31, 2014, respectively) 209.9
113.8
Subordinated units (issued 15,709,697 units at September 30, 2015 and December 31, 2014, respectively) 201.5
203.7
General partner interest 13.6
9.2
Parent net equity —
349.8
Partners' capital attributable to SunCoke Energy Partners, L.P. 725.4
915.6
Noncontrolling interest 15.9
11.1
Total equity 741.3
926.7
Total liabilities and partners' net equity $ 1,814.4
$ 1,417.0

~~(See Accompanying Notes)~~



	March 31, 2016		December 31, 2015
	(Unaudited)
	(Dollars in millions)
Assets
Cash and cash equivalents	$	33.7	$	48.6
Receivables	44.9		40.0
Receivables from affiliates, net	—		1.4
Inventories	73.3		77.1
Other current assets	4.3		2.0
Total current assets	156.2		169.1
Restricted cash	10.3		17.7
Properties, plants and equipment (net of accumulated depreciation of $307.2 million and $291.1 million at March 31, 2016 and December 31, 2015, respectively)	1,317.2		1,326.5
Goodwill	67.1		67.7
Other intangible assets, net	184.8		187.4
Deferred charges and other assets	0.5		0.5
Total assets	$	1,736.1	$	1,768.9
Liabilities and Equity
Accounts payable	$	50.7	$	45.3
Accrued liabilities	22.7		12.9
Payable to affiliate, net	0.8		—
Current portion of long-term debt	1.1		1.1
Interest payable	6.6		17.5
Total current liabilities	81.9		76.8
Long-term debt	841.5		894.5
Deferred income taxes	38.3		38.0
Asset retirement obligations	5.7		5.6
Other deferred credits and liabilities	5.6		9.0
Total liabilities	973.0		1,023.9
Equity
Held by public:
Common units (issued 20,790,472 and 20,787,744 units at March 31, 2016 and December 31, 2015, respectively)	304.2		300.0
Held by parent:
Common units (issued 25,415,696 and 9,705,999 units at March 31, 2016 and December 31, 2015, respectively)	419.3		211.0
Subordinated units (issued zero units at March 31, 2016 and 15,709,697 units at December 31, 2015)	—		203.3
General partner interest	24.6		15.1
Partners' capital attributable to SunCoke Energy Partners, L.P.	748.1		729.4
Noncontrolling interest	15.0		15.6
Total equity	763.1		745.0
Total liabilities and equity	$	1,736.1	$	1,768.9

~~Table of Contents~~

SunCoke Energy Partners, L.P.

Combined and Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended September 30,
2015 2014

(Dollars in millions)
Cash Flows from Operating Activities:
Net income $ 55.3
$ 63.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense 47.0
40.3
Deferred income tax (benefit) expense (3.1 ) 9.0
Loss on debt extinguishment 9.4
15.4
Changes in working capital pertaining to operating activities (net of acquisitions):
Receivables (28.0 ) (6.0 )
Receivables from affiliate, net 2.8
5.6
Inventories 16.7
(15.0 )
Accounts payable (4.1 ) (12.8 )
Accrued liabilities 1.4
(12.7 )
Interest payable (8.7 ) 0.3
Other (0.5 ) (1.1 )
Net cash provided by operating activities 88.2
86.6
Cash Flows from Investing Activities:
Capital expenditures (31.7 ) (57.0 )
Acquisition of business (193.1 ) —
Restricted cash (21.5 ) —
Net cash used in investing activities (246.3 ) (57.0 )
Cash Flows from Financing Activities:
Proceeds from issuance of common units of SunCoke Energy Partners, L.P., net of offering costs 30.0
90.5
Proceeds from issuance of long-term debt 210.8
268.1
Repayment of long-term debt, including market premium (149.8 ) (276.3 )
Debt issuance costs (4.5 ) (5.8 )
Proceeds from revolving credit facility 185.0
40.0
Repayment of revolving facility —
(80.0 )
Distributions to unitholders (public and parent) (75.0 ) (54.2 )
Distributions to noncontrolling interest (SunCoke Energy, Inc.) (2.7 ) (20.4 )
Common public unit repurchases (10.0 ) —
Capital contributions from SunCoke Energy Partners GP LLC 2.3
0.3
Net transfers to parent —
(11.2 )
Net cash provided by (used in) financing activities 186.1
(49.0 )
Net increase (decrease) in cash and cash equivalents 28.0
(19.4 )
Cash and cash equivalents at beginning of period 33.3
46.3
Cash and cash equivalents at end of period $ 61.3
$ 26.9

~~(See Accompanying Notes)~~



	Three Months Ended March 31,
	2016			2015

	(Dollars in millions)
Cash Flows from Operating Activities:
Net income	$	40.5		$	16.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	18.7			14.6
Deferred income tax expense (benefit)	0.3			(3.3		)
(Gain) loss on extinguishment of debt	(20.4		)	9.4
Changes in working capital pertaining to operating activities:
Receivables	(4.9		)	(4.5		)
Receivables from affiliate, net	2.2			4.7
Inventories	3.8			6.3
Accounts payable	7.6			(2.4		)
Accrued liabilities	8.9			(0.9		)
Interest payable	(10.9		)	(9.5		)
Other	(5.4		)	(1.1		)
Net cash provided by operating activities	40.4			29.7
Cash Flows from Investing Activities:
Capital expenditures	(8.0		)	(5.5		)
Restricted cash	7.4			—
Other investing activities	0.6			—
Net cash used in investing activities	—			(5.5		)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt	—			210.8
Repayment of long-term debt, including market premium	(32.9		)	(149.5		)
Debt issuance costs	—			(4.2		)
Proceeds from revolving credit facility	20.0			—
Repayment of revolving credit facility	(20.0		)	—
Distributions to unitholders (public and parent)	(29.5		)	(22.2		)
Distributions to noncontrolling interest (SunCoke Energy, Inc.)	(1.3		)	(0.6		)
Capital contributions from SunCoke	8.4			—
Net cash (used in) provided by financing activities	(55.3		)	34.3
Net (decrease) increase in cash and cash equivalents	(14.9		)	58.5
Cash and cash equivalents at beginning of period	48.6			33.3
Cash and cash equivalents at end of period	$	33.7		$	91.8
Supplemental Disclosure of Cash Flow Information
Interest paid	$	24.3		$	21.0

~~Table of Contents~~

SunCoke Energy Partners, L.P.

~~Combined and~~ Consolidated Statement of Equity

(Unaudited)

Parent Net Equity Common
- Public Common
- SunCoke Subordinated
- SunCoke General Partner
- SunCoke Noncontrolling Interest Total

(Dollars in millions)
At December 31, 2014 $ 349.8
$ 239.1
$ 113.8
$ 203.7
$ 9.2
$ 11.1
$ 926.7
Partnership net income 0.6
19.3
8.0
17.3
4.5
5.6
55.3
Distribution to unitholders —
(31.0 ) (13.2 ) (26.7 ) (4.1 ) —
(75.0 )
Distributions to noncontrolling interest —
—
—
—
—
(2.7 ) (2.7 )
Unit repurchases —
(10.0 ) —
—
—
—
(10.0 )
Issuance of units —
75.0
98.0
—
3.7
—
176.7
Adjustments to equity for the acquisition of an interest in Granite City —
(106.7 ) (44.6 ) (94.4 ) (5.1 ) —
(250.8 )
Allocation of parent net equity in Granite City to 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. (78.9 ) —
—
—
—
—
(78.9 )
At September 30, 2015 $ —
$ 300.4
$ 209.9
$ 201.5
$ 13.6
$ 15.9
$ 741.3



		Common - Public			Common - SunCoke			Subordinated - SunCoke			General Partner - SunCoke			Noncontrolling Interest			Total

	(Dollars in millions)
At December 31, 2015		$	300.0		$	211.0		$	203.3		$	15.1		$	15.6		$	745.0
Conversion of subordinated units to common units		—			203.3			(203.3		)	—			—			—
Partnership net income		16.5			13.2			—			10.1			0.7			40.5
Distribution to unitholders		(12.3		)	(15.2		)	—			(2.0		)	—			(29.5		)
Distributions to noncontrolling interest		—			—			—			—			(1.3		)	(1.3		)
Capital contribution from SunCoke		—			7.0			—			1.4			—			8.4
At March 31, 2016		$	304.2		$	419.3		$	—		$	24.6		$	15.0		$	763.1

~~(See Accompanying Notes)~~

~~Table of Contents~~

SunCoke Energy Partners, L.P.

Notes to the Combined and Consolidated Financial Statements

1. General

Description of Business

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. At ~~September 30, 2015,~~March 31, 2016, 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"). The remaining 2 percent ownership interest in our three cokemaking facilities was owned by SunCoke Energy, Inc. ("SunCoke"). At ~~September 30, 2015,~~March 31, 2016, SunCoke, through a subsidiary, owned a ~~53.7~~53.9 percent partnership interest in us and all of our incentive distribution rights ("IDR") and indirectly owned and controlled our general partner, which holds a 2.0 percent general partner interest in us. ~~Our~~We also own a Coal Logistics business, which provides coal handling and/or ~~blending~~mixing services to ~~third party~~third-party customers as well as to our own cokemaking facilities. Our Coal Logistics business consists of Convent Marine Terminal ("CMT"), Kanawha River Terminals LLC ("KRT") and SunCoke Lake Terminal, LLC ("Lake Terminal").

Incorporated in Delaware in 2012 and headquartered in Lisle, Illinois, we became a publicly-traded partnership in 2013 and our stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “SXCP.”

Basis of Presentation

The accompanying unaudited combined and consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP") for interim reporting. Certain information and disclosures normally included in financial statements have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). In management’s opinion, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the period ended ~~September 30, 2015~~March 31, 2016 are not necessarily indicative of the operating results for the full year. These unaudited interim combined and consolidated financial statements and notes should be read in conjunction with the audited combined and consolidated financial statements and notes included in our ~~Current Report on Form 8-K dated April 30, 2015 and our~~ Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2015.

On January 13, 2015, the Partnership acquired an initial 75 percent interest in SunCoke's Granite City cokemaking facility (the "Granite City Dropdown"). On August 12, 2015, the Partnership acquired an additional 23 percent interest in SunCoke's Granite City cokemaking facility (the "Granite City Supplemental Dropdown"). The combined and consolidated financial statements for the periods presented pertain to the operations of the Partnership and give retrospective effect to include the results of operations ~~financial position~~ and cash flows of Granite City (the "Previous Owner"), as a result of the January 2015 dropdown of a 75 percent interest in Granite City ~~Dropdown.~~

("Granite City participated in centralized financing and cash management programs not maintained at the Partnership for periods prior to the Granite City Dropdown. Accordingly, none of SunCoke’s cash or interest income for periods prior to the Granite City Dropdown has been assigned to Granite City in the combined and consolidated financial statements. Advances between Granite City and SunCoke that are specifically related to Granite City have been reflected in the combined and consolidated financial statements for periods prior to the Granite City Dropdown. 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. The Granite City Dropdown did not impact historical earnings per unit as pre-acquisition earnings were allocated to our general partner.Dropdown").

New Accounting Pronouncements

In ~~September 2015,~~April 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~2015-16, "Business Combinations~~2016-10, "Revenue From Contracts With Customers (Topic ~~805)~~606): ~~Simplifying the Accounting for Measurement-Period Adjustments.~~Identifying Performance Obligations and Licensing." ASU ~~2015-16 eliminates~~2016-10 clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the ~~requirement to retrospectively account for adjustments made to provisional amounts recognized at the acquisition date.~~new revenue recognition standard. It is effective for ~~fiscal years, and interim~~annual reporting periods ~~within those fiscal years,~~ beginning after December 15, ~~2015, with~~2017, including interim periods within that reporting period and permits early adoption ~~permitted.~~on a limited basis. The ~~Company does not expect~~Partnership is currently evaluating this ASU to ~~have a material effect~~determine its potential impact on the ~~Company's financial condition, results of operations, or 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 Company does not expect this ASU to have a material effect on the Company'sPartnership's financial condition, results of operations, or cash flows.

In ~~April 2015,~~March 2016, the FASB issued ASU ~~2015-06, "2015-06-Earnings Per Share~~2016-08, "Revenue from Contracts with Customers (Topic ~~260)~~606): ~~Effects~~Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." ASU 2016-08 clarifies the implementation guidance on ~~Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the Emerging Issues Task Force)."~~

~~Table of Contents~~

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.principal versus agent considerations. It is effective for fiscal years beginning after December 15, 2017, and interim periods within ~~those~~ fiscal years beginning after December 15, ~~2015,~~2018, with early adoption permitted. The ~~Company~~Partnership is currently ~~assessing presentation matters related~~evaluating this ASU to ~~this ASU.~~determine its potential impact on the Partnership's financial condition, results of operations, and cash flows.

In ~~April 2015,~~February 2016, the FASB issued ASU ~~2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost.~~2016-02, "Leases (Topic 842)." ASU ~~2015-03~~2016-02 requires ~~that debt issuance costs related~~lessees to ~~a recognized debt liability be presented in~~recognize assets and liabilities on the balance sheet ~~as a direct deduction from~~for the ~~carrying amount~~rights and obligations created by all leases with terms of ~~that debt liability, consistent with debt discounts.~~more than 12 months. It is effective for fiscal years beginning after December 15, 2019, and interim periods within ~~those~~ fiscal years beginning after December 15, ~~2015,~~2020, with early adoption permitted. The ~~Company early adopted this ASU during the first quarter of 2015. See Note 7.~~

In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 eliminates the deferral of FASB Statement No. 167, "Amendments to FASB Interpretation No. 46(R)," and makes changes to both the variable interest model and the voting model. ItPartnership is ~~effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect~~currently evaluating this ASU to ~~have a material effect~~determine its potential impact on the ~~Company's~~Partnership's financial condition, results of operations, orand cash flows.

Reclassifications

Certain amounts in the prior period combined and consolidated financial statements have been reclassified to conform to the current year presentation.

~~2. Acquisitions~~

~~Convent Marine Terminal Acquisition~~

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 $404.5 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 $404.5 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 $114.9 million of a 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 $193.1 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 Sheet.

~~The following table summarizes the consideration transferred to acquire CMT:~~

Fair Value of Consideration Transferred: (Dollars in millions)
Cash $ 193.1
Partnership common units 75.0
Assumption of Raven Energy LLC term loan 114.9
Cash withheld to fund capital expenditures 21.5
Total fair value of consideration transferred: $ 404.5

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. In addition, we are in the process of finalizing working capital adjustments for the acquisition, which may result in a corresponding adjustment to the total purchase price as well as the value of assets acquired. Any change in the acquisition date fair value of the acquired net assets will change the amount of the purchase price allocated to goodwill.

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~~The following table summarizes the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date:~~

Recognized amounts of identifiable assets acquired and liabilities assumed: (Dollars in millions)
Receivables $ 6.1
Inventories 1.7
Other current assets 0.1
Properties, plants and equipment, net 145.1
Accounts payable (0.5 )
Accrued liabilities (7.5 )
Current portion of long-term debt (1.1 )
Long-term debt (113.8 )
Contingent consideration (7.9 )
Net recognized amounts of identifiable assets acquired $ 22.2
Intangible assets 185.0
Goodwill 60.9
Total assets acquired, net of liabilities assumed $ 268.1
Plus:
Debt assumed $ 114.9
Cash withheld to fund capital expenditures 21.5
Total fair value of consideration transferred $ 404.5

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:~~

Weighted - Average Remaining Amortization Years (Dollars in millions)
Customer contracts 7 $ 24.0
Customer relationships 17 22.0
Permits 27 139.0
Total $ 185.0

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 Sheet.

The results of CMT have been included in the combined and consolidated financial statements since the acquisition date and are included in the Coal Logistics segment. CMT contributed revenues of $5.7 million and operating income of $2.6 million from the acquisition date to September 30, 2015.

The below unaudited pro forma estimated combined results of operations have been prepared assuming the acquisition of CMT had taken place at January 1, 2014. The following unaudited pro forma combined results of operations were prepared

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~~using historical financial information of CMT:~~

Three Months Ended September 30, Nine Months Ended September 30,
2015 2014 2015 2014

(Dollars in millions, except per unit amounts)
Sales and other operating revenue $ 216.8
$ 233.4
$ 653.8
$ 692.8
Net income $ 20.3
$ 35.1
$ 55.4
$ 77.5
Net income per limited partner unit (basic and diluted) $ 0.37
$ 0.58
$ 0.95
$ 1.06

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.

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. For the nine months ended September 30, 2015 and 2014, CMT deferred $5.1 million and $2.6 million in revenue, respectively, for its take-or-pay 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.

~~Granite City Dropdowns~~

On January 13, 2015, the Partnership acquired a 75 percent interest in SunCoke's 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 7.

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 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 7.

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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 Statement of Income and the applicable redemption premium of approximately $1.7 million, which will be recorded to interest expense upon redemption. The Partnership expects to access the capital markets for long-term financing at a later date.

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 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 SunCoke is recorded as a noncontrolling interest of the Partnership. SunCoke held a ~~35 percent~~ ~~interest in Haverhill and Middletown prior to the Haverhill and Middletown Dropdown and retained a~~ ~~2 percent~~ ~~interest in Haverhill and Middletown subsequent to the Haverhill and Middletown 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 millionof 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 millionof net proceeds from the sale of 3.2 millioncommon units to the public, which was completed on April 30, 2014, and approximately$263.1 millionof gross proceeds from the issuance of an additional $250.0 millionaggregate 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 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.

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~~The table below summarizes the effects of the changes in the Partnership's ownership interest in Haverhill, Middletown and Granite City on the Partnership's equity.~~

Three Months Ended September 30, Nine Months Ended September 30,
2015 2014 2015 2014

(Dollars in millions)
Net income attributable to SunCoke Energy Partners, L.P. $ 19.5
$ 20.2
$ 49.1
$ 34.6
Increase in SunCoke Energy Partners, L.P. partnership equity for the purchase of a 75 percent interest in Granite City —
—
15.1
—
Increase in SunCoke Energy Partners, L.P. partnership equity for the purchase of an additional 23 percent interest in Granite City 3.7
—
3.7
—
Decrease in SunCoke Energy Partners, L.P. partnership equity for the purchase of an additional 33 percent interest in Haverhill and Middletown —
(170.1 ) —
(170.1 )
Change from net income attributable to SunCoke Energy Partners, L.P. and dropdown transactions $ 23.2
$ (149.9 ) $ 67.9
$ (135.5 )

The terms of the contribution agreements and the acquisitions of the interest in Granite City and interest in Haverhill and Middletown were approved by the conflicts committee of our general partner’s Board of Directors, which consists entirely of independent directors.

The Partnership incurred $2.2 million and $2.6 million, respectively, in acquisition and business development costs for the three and nine months ended September 30, 2015. These expenses are included in selling, general and administrative expenses on the Combined and Consolidated Statements of Income.

3.2. Related Party Transactions and Agreements

The related party transactions with SunCoke and its affiliates are described below.

Transactions with Affiliate

Our Coal Logistics business provides coal handling and/or ~~blending~~mixing services to certain SunCoke cokemaking operations. During three months ended March 31, 2016 and 2015, Coal Logistics recorded revenues derived from services provided to SunCoke’s cokemaking operations of ~~$4.0~~$2.6 million and ~~$10.3~~$3.0 million, ~~for the three and nine months ended September 30, 2015, respectively, and $3.3 million and $9.3 million during the three and nine months ended September 30, 2014,~~ respectively. The Partnership also purchased coal and other services from SunCoke and its affiliates totaling ~~$1.3~~$0.1 million and ~~$3.9~~$1.5 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2016 and 2015, ~~respectively, and $10.1 million and $27.0 million during the three and nine months ended September 30, 2014,~~ respectively. At ~~September 30, 2015,~~ March 31, 2016,net ~~receivables from~~payables to SunCoke and affiliates were ~~$1.9~~$0.8 million, which iswas recorded in ~~receivables from~~payable to affiliates, net on the ~~Combined and~~ Consolidated Balance Sheets.

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. The Cline Group ~~was the previous owner of Raven Energy LLC and~~ currently owns a ~~10.2~~10.3 percent interest in the Partnership as part of the CMT acquisition. ~~See Note 2.~~Additionally, Murray also holds a significant interest in Foresight. Sales to Murray and Foresight accounted for $5.1 million, or 2.6 percent, of the Partnership's sales and other operating revenue and were recorded in the Coal Logistics ~~recorded revenues derived from services provided to these related parties of $4.4 million~~segment for the three ~~and nine~~ months ended ~~September 30, 2015.~~March 31, 2016. At ~~September 30, 2015,~~March 31, 2016, receivables from Murray and Foresight were ~~$4.5~~$13.5 million, which iswas recorded in receivables on the Consolidated Balance Sheets, and deferred revenue for minimum volume payments was $8.7 million, which was recorded in accrued liabilities on the Consolidated Balance Sheets. Deferred revenue on take-or-pay contracts is recognized into GAAP income annually based on the terms of the contract.

As part of the CMT acquisition, the Partnership withheld $21.5 million in cash to fund the completion of capital improvements at CMT. The cash withheld was recorded as restricted cash on the Consolidated Balance Sheet. During the first quarter of 2016, the Partnership amended an agreement with The Cline Group, which unrestricted $6.0 million of the restricted cash and relieved any obligation of the Partnership to repay these amounts to The Cline Group. The remaining restricted cash balance as of March 31, 2016 of $10.3 million is primarily related to the new state-of-the-art ship loader, which will allow for faster coal loading onto larger ships.

Additionally, the Partnership amended the contingent consideration terms with The Cline Group, which reduced the fair value of the contingent consideration liability from $7.9 million at December 31, 2015 to $4.2 million at March 31, 2016, with the resulting $3.7 million gain recognized as a reduction to costs of products sold and operating expenses on the Combined and Consolidated ~~Balance Sheets.~~Statements of Income during the three months ended March 31, 2016. See Note 10.

Allocated Expenses

SunCoke charges us for all direct costs and expenses incurred on our behalf and allocated costs associated with support services provided to our operations. Allocated expenses from SunCoke for general corporate and operations support costs are included in selling, general and administrative expenses and totaled ~~$6.5~~$7.0 million and ~~$19.8~~$6.6 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2016 and 2015, ~~respectively, and $6.2 million and $17.4 million for the three and nine months ended September 30, 2014,~~ respectively. These costs include legal, accounting, tax, treasury, engineering, information technology, insurance, employee benefit costs, communications, human resources, and procurement. Corporate allocations are recorded in accordance with the terms of our omnibus agreement with SunCoke and our general partner. These allocations were increased ~~concurrently with~~in the ~~Haverhill and Middletown Dropdown.~~

first quarter of 2016 for additional support provided to the CMT operations.

~~Table~~In an effort to increase the Partnership's liquidity position for continued de-levering of ~~Contents~~its balance sheet, SunCoke provided a "reimbursement holiday" during the first quarter of 2016 on the corporate cost allocation to the Partnership, resulting in a capital contribution of $7.0 million. SunCoke also returned its IDR cash distribution of $1.4 million to the Partnership ("IDR giveback") as a capital contribution.

Omnibus Agreement

In connection with the closing of our initial public offering on January 24, 2013 ("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 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~~third-parties arising from such events in proportion to our relative losses.

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Environmental Indemnity. SunCoke will indemnify us to the full extent of any remediation losses at the Haverhill and Middletown cokemaking ~~facility~~facilities arising from any environmental matter discovered and identified as requiring remediation prior to the closing of the IPO. In addition, SunCoke contributed $67.0 million in partial satisfaction of this obligation from the proceeds of the IPO and an additional $7.0 million in connection with the Haverhill and Middletown Dropdown. SunCoke also has agreed towill indemnify us ~~to the full extent of any required~~for remediation losses at the Granite City cokemaking facility arising from any environmental matter discovered and identified as requiring remediation prior to the closing of the initial Granite City Dropdown. SunCoke ~~has~~ contributed ~~$45.0~~$67.0 million in partial satisfaction of this ~~obligation. See Note 2.~~obligation from the proceeds of the IPO, and an additional $52.0 million in connection with subsequent dropdowns. 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 Sheets. 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. ~~Additionally, we paid all fees in connection with~~SunCoke may consider providing additional support to the Partnership ~~Notes offerings and~~in the ~~Partnership's revolving credit facility and~~future by providing a corporate cost reimbursement holiday, whereby the Partnership would not be required to reimburse SunCoke for costs or a deferral, whereby the Partnership would be granted extended payment terms. Additionally, we have agreed to pay all ~~additional~~ fees in connection with any future financing arrangement entered into for the purpose of replacing the ~~Partnership's revolving~~ credit facility or the ~~Partnership Notes.~~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.

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4.3. Cash Distributions and Net Income Per Unit

Cash Distributions

Our partnership agreement generally provides that we will make cash distributions, 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.

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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:



	Total Quarterly Distribution Per Unit Target Amount		Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Per Unit Target Amount		Unitholders	General Partner
Minimum Quarterly Distribution	$0.412500		98%	2%
First Target Distribution	above $0.412500	up to $0.474375	98%	2%
Second Target Distribution	above $0.474375	up to $0.515625	85%	15%
Third Target Distribution	above $0.515625	up to $0.618750	75%	25%
Thereafter	above $0.618750		50%	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 partners IDRs Date of Distribution Unitholders Record Date
(Dollars in millions)
March 31, 2014 $ 0.5000
$ 19.2
May 30, 2014 May 15, 2014
June 30, 2014 $ 0.5150
$ 19.8
August 29, 2014 August 15, 2014
September 30, 2014 $ 0.5275
$ 20.5
November 28, 2014 November 14, 2014
December 31, 2014 $ 0.5408
$ 22.2
February 27, 2015 February 13, 2015
March 31, 2015 $ 0.5715
$ 23.8
May 29, 2015 May 15, 2015
June 30, 2015 $ 0.5825
$ 29.0
August 31, 2015 August 14, 2015
September 30, 2015⁽¹⁾
$ 0.5940
$ 29.6
December 1, 2015 November 13, 2015



Earned in Quarter Ended	Total Quarterly Distribution Per Unit		Total Cash Distribution including general partners IDRs		Date of Distribution	Unitholders Record Date
			(Dollars in millions)
March 31, 2015	$	0.5715	$	23.8	May 29, 2015	May 15, 2015
June 30, 2015	$	0.5825	$	29.0	August 31, 2015	August 14, 2015
September 30, 2015	$	0.5940	$	29.6	December 1, 2015	November 13, 2015
December 31, 2015	$	0.5940	$	29.5	March 1, 2016	February 15, 2016
March 31, 2016⁽¹⁾	$	0.5940	$	29.5	June 1, 2016	May 16, 2016

(1) On ~~October 9, 2015,~~April 18, 2016, our Board of ~~directors~~Directors declared a cash distribution of $0.5940 per ~~unit. It~~unit, which will be paid on ~~December~~June 1, ~~2015,~~2016, to unitholders of record on ~~November 13, 2015.~~May 16, 2016. SunCoke has elected to provide the Partnership with deferred payment terms on the IDR cash distributions in the second quarter of 2016.

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. Net income from Granite City’s operations prior to the Granite City Dropdown is allocated to the general partner.

Upon payment of the cash distribution for the fourth quarter of 2015, the financial requirements for the conversion of all subordinated units were satisfied. As a result, the 15,709,697 subordinated units converted into common units on a one-for-one basis. For purpose of calculating net income per unit, the conversion of the subordinated units is deemed to have occurred on January 1, 2016. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership's outstanding units representing limited partner interest.

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The calculation of net income allocated to the general and limited partners was as follows:



	Three Months Ended March 31,
	2016			2015

	(Dollars in millions)
Net income attributable to SunCoke Energy L.P./Previous Owner	$	39.8		$	13.2
Less: Expenses allocated to Common - SunCoke ⁽¹⁾	(7.0		)	—
Less: Allocation of net income attributable to the Previous Owner to the general partner	—			0.6
Net income attributable to all partners	46.8			12.6
General partner's incentive distribution rights	9.4			0.9
Net income attributable to partners, excluding incentive distribution rights	37.4			11.7
General partner's ownership interest:	2.0		%	2.0		%
General partner's allocated interest in net income	0.7			0.3
General partner's incentive distribution rights	9.4			0.9
Net income attributable to the Previous Owner	—			0.6
Total general partner's interest in net income	$	10.1		$	1.8
Common - public unitholder's interest in net income	$	16.5		$	4.9
Common - SunCoke interest in net income:
Common - SunCoke interest in net income	20.2			1.9
Expenses allocated to Common - SunCoke ⁽¹⁾	(7.0		)	—
Total common - SunCoke interest in net income	13.2			1.9
Subordinated - SunCoke interest in net income	—			4.6
Total limited partners' interest in net income	$	29.7		$	11.4

(1)Per the amended Partnership agreement, expenses paid on behalf of the Partnership are to be allocated entirely to the partner who paid them. During the three months ended March 31, 2016, SunCoke paid $7.0 million of allocated corporate costs on behalf of the Partnership and will not seek reimbursement for those costs. These expenses are recorded as a direct reduction to SunCoke's interest in net income for the three months ended March 31, 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 also have identified the general partner interest and ~~incentive distribution rights~~IDRs as participating securities and we 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. ~~The~~In 2015, the Partnership early adopted ASU 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)." Therefore, the Granite City Dropdown does not impact historical earnings per unit as the earnings of Granite City prior to the Granite City Dropdown were allocated entirely to our general partner.

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The calculation of earnings per unit is as follows:


	Three Months Ended September 30,						Nine months ended September 30,						Three Months Ended March 31,
	2015			2014			2015⁽¹⁾			2014⁽²⁾			2016			2015

	(Dollars and units in millions, except per unit amounts)												(Dollars and units in millions, except per unit amounts)
Net income attributable to SunCoke Energy L.P./Predecessor	$	19.5		$	26.5		$	49.7		$	48.5
Less: Allocation of Granite City's net income to the general partner prior to the Granite City Dropdown	—			6.3			0.6			13.9
Net income attributable to partners	19.5			20.2			49.1			34.6
General partner's distributions (including, $1.6, $0.4, $3.6 and $0.8 million of incentive distribution rights, respectively)	2.0			0.7			5.2			1.8
Net income attributable to SunCoke Energy L.P./Previous Owner													$	39.8		$	13.2
Less: Expenses allocated to Common - SunCoke													(7.0		)	—
Less: Allocation of net income attributable to the Previous Owner to the general partner													—			0.6
Net income attributable to all partners													46.8			12.6
General partner's distributions (including, $1.4 and $0.9 million of incentive distribution rights, respectively)													2.0			1.4
Limited partners' distributions on common units	18.2			11.5			49.6			33.4			27.5			13.4
Limited partners' distributions on subordinated units	9.4			8.3			27.6			24.3			—			9.0
Distributions greater than earnings	(10.1		)	(0.3		)	(33.3		)	(24.9		)
Distributions less than (greater than) earnings													17.3			(11.2		)
General partner's earnings:
Distributions (including $1.6, $0.4, $3.6 and $0.8 million of incentive distribution rights, respectively)	2.0			0.7			5.2			1.8
Allocation of distributions greater than earnings	(0.1		)	—			(0.7		)	(0.4		)
Granite City's net income prior to the Granite City Dropdown	—			6.3			0.6			13.9
Distributions (including $1.4 and $0.9 million of cash incentive distribution rights, respectively)													2.0			1.4
Allocation of distributions less than (greater than) earnings													8.1			(0.2		)
Net income attributable to Previous Owner													—			0.6
Total general partner's earnings	1.9			7.0			5.1			15.3			10.1			1.8
Limited partners' earnings on common units:
Distributions	18.2			11.5			49.6			33.4			27.5			13.4
Allocation of distributions greater than earnings	(6.6		)	(0.2		)	(20.9		)	(14.2		)
Expenses allocated to Common - SunCoke													(7.0		)	—
Allocation of distributions less than (greater than) earnings													9.2			(6.6		)
Total limited partners' earnings on common units	11.6			11.3			28.7			19.2			29.7			6.8
Limited partners' earnings on subordinated units:
Distributions	9.4			8.3			27.6			24.3			—			9.0
Allocation of distributions greater than earnings	(3.4		)	(0.1		)	(11.7		)	(10.3		)	—			(4.4		)
Total limited partners' earnings on subordinated units	6.0			8.2			15.9			14.0			—			4.6
Weighted average limited partner units outstanding:
Common - basic and diluted	27.4			21.7			24.8			19.0			46.2			23.3
Subordinated - basic and diluted	15.7			15.7			15.7			15.7			—			15.7
Net income per limited partner unit:
Common - basic and diluted	$	0.43		$	0.52		$	1.16		$	1.01		$	0.64		$	0.29
Subordinated - basic and diluted	$	0.38		$	0.52		$	1.00		$	0.89		$	—		$	0.29


~~(1)~~	Includes the total cash distribution paid on August 31, 2015 of $29.0 million, which included $4.6 million related to units issued to fund the acquisition of CMT and the Granite City Supplemental Dropdown during August 2015.


~~(2)~~	~~Includes the total cash distribution paid on May 30, 2014 of $19.2 million, which included $3.0 million related to units issued to fund the Haverhill and Middletown Dropdown during May 2014.~~

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Unit Activity

Unit activity for the ~~nine~~three months ended ~~September 30, 2015:~~March 31, 2016:

Common - Public Common - SunCoke Total Common Subordinated - SunCoke
At December 31, 2014 16,789,164
4,904,752
21,693,916
15,709,697
Units issued in conjunction with the Granite City Dropdown —
1,877,697
1,877,697
—
Units issued in conjunction with the Granite City Supplemental Dropdown —
1,158,760
1,158,760
—
Units issued in conjunction with the acquisition of CMT 4,847,287
1,764,790
6,612,077
—
Units issued to directors 3,820
—
3,820
—
Unit repurchases⁽¹⁾
(633,776 ) —
(633,776 ) —
At September 30, 2015 21,006,495
9,705,999
30,712,494
15,709,697

~~(1)~~

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. The Partnership repurchased $10.0 million, or 633,776 common units, in the open market, for an average price of $15.78 per unit, during the three months ended September 30, 2015, leaving $40.0 million available under the authorized unit repurchase program.

~~Allocation of Net Income~~



	Common - Public	Common - SunCoke	Total Common	Subordinated - SunCoke
At December 31, 2015	20,787,744	9,705,999	30,493,743	15,709,697
Units issued to directors	2,728	—	2,728	—
Conversion of subordinate units to common units	—	15,709,697	15,709,697	(15,709,697	)
At March 31, 2016	20,790,472	25,415,696	46,206,168	—

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. Net income from Granite City’s operations prior to the Granite City Dropdown is allocated to the general partner.~~

~~The calculation of net income allocated to the general and limited partners was as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
2015 2014 2015 2014

(Dollars in millions)
Net income attributable to SunCoke Energy L.P./Predecessor $ 19.5
$ 26.5
$ 49.7
$ 48.5
Less: Allocation of Granite City's net income to the general partner prior to the Granite City Dropdown —
6.3
0.6
13.9
Net income attributable to partners 19.5
20.2
49.1
34.6
General partner's incentive distribution rights 1.6
0.4
3.6
0.8

17.9
19.8
45.5
33.8
General partner's ownership interest 2.0 % 2.0 % 2.0 % 2.0 %
General partner's allocated interest in net income 0.3
0.3
0.9
0.6
General partner's incentive distribution rights 1.6
0.4
3.6
0.8
Granite City's net income prior to the Granite City Dropdown
—
6.3
0.6
13.9
Total general partner's interest in net income $ 1.9
$ 7.0
$ 5.1
$ 15.3
Common - public unitholder's interest in net income $ 7.7
$ 8.7
$ 19.3
$ 14.6
Common - SunCoke interest in net income 3.4
2.6
8.0
3.6
Subordinated - SunCoke interest in net income 6.5
8.2
17.3
15.0
Total limited partners' interest in net income $ 17.6
$ 19.5
$ 44.6
$ 33.2

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5.4. Inventories

The components of inventories were as follows:


	September 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015

	(Dollars in millions)				(Dollars in millions)
Coal	$	44.5	$	60.4	$	40.4	$	42.5
Coke	2.4		2.0		3.8		5.6
Materials, supplies, and other	28.5		28.0		29.1		29.0
Total inventories	$	75.4	$	90.4	$	73.3	$	77.1

5. Goodwill and Other Intangible Assets

Goodwill allocated to the Partnership's reportable segments as of March 31, 2016 and changes in the carrying amount of goodwill during the three months ended March 31, 2016 were as follows:



	Coal Logistics

	(Dollars in millions)
Net balance at December 31, 2015	$	67.7
Adjustments⁽¹⁾	(0.6		)
Net balance at March 31, 2016	$	67.1


(1)	In the first quarter of 2016, a working capital adjustment to the acquisition date fair value of the acquired net assets decreased the amount of the purchase price allocated to goodwill by $0.6 million.

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. There were no events or circumstances in the first quarter of 2016 that would, more likely than not, reduce the fair value of a reporting unit to below its carrying value.

The components of gross and net intangible assets were as follows:



		March 31, 2016						December 31, 2015
	Weighted - Average Remaining Amortization Years	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
		(Dollars in millions)
Customer contracts	6	$	24.0	$	2.0	$	22.0	$	24.0	$	1.2	$	22.8
Customer relationships	14	28.7		2.3		26.4		28.7		1.8		26.9
Permits	26	139.0		3.2		135.8		139.0		1.9		137.1
Trade name	3	1.2		0.6		0.6		1.2		0.6		0.6
Total		$	192.9	$	8.1	$	184.8	$	192.9	$	5.5	$	187.4

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Total amortization expense for intangible assets subject to amortization was $2.6 million and $0.2 million for the three months ended March 31, 2016 and 2015, respectively. Based on the carrying value of the finite-lived intangible assets as of March 31, 2016, we estimate amortization expense for each of the next five years as follows:



	Amount

	(Dollars in millions)
2016⁽¹⁾	$	7.9
2017	10.5
2018	10.5
2019	10.3
2020	10.3
2021-Thereafter	135.3
Total	$	184.8

(1) Excludes amortization expense recorded during the three months ended March 31, 2016.

6. Income Taxes

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~~Additionally, as a result of the Granite City Dropdown, ~~earnings of~~ the Partnership ~~are~~is subject to ~~an additional~~ state income tax. Earnings from our Middletown operations are subject to a local income tax.

The Partnership recorded an income tax expense of ~~$0.5~~$0.6 million for the three months ended ~~September 30, 2015 and~~March 31, 2016 compared to an income tax benefit of ~~$2.4 million for the nine months ended September 30, 2015, compared to income tax expense of $4.9 million and $9.0~~$3.3 million for the three ~~and nine~~ months ended ~~September 30, 2014, respectively.~~March 31, 2015. The ~~nine~~three months ended ~~September 30,~~March 31, 2015 ~~included~~include an income tax benefit of $4.0 million related to the tax impacts of the Granite City Dropdown. 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. Additionally, the nine months ended September 30, 2015 includes an equity settlement of $62.8 million of net deferred tax assets calculated~~Dropdown on ~~a hypothetical separate-return basis related to our Granite City operations that had been previously utilized by the Predecessor.~~January 13, 2015.

7. Debt

Total debt, including the current portion of long-term debt, consisted of the following:


	September 30, 2015			December 31, 2014			March 31, 2016			December 31, 2015
	(Dollars in millions)
7.375% senior notes, due 2020 ("Partnership Notes"), including original issue premium of $13.6 million and $11.5 million at September 30, 2015 and December 31, 2014, respectively.	613.6			411.5
7.625% senior notes, due 2019 ("Notes")	44.6			—
							(Dollars in millions)
7.375% senior notes, due 2020 ("Partnership Notes")							$	499.7		$	552.5
Revolving credit facility, due 2019 ("Partnership Revolver")							182.0			182.0
Promissory note payable, due 2021 ("Promissory Note")	114.6			—			114.0			114.3
Revolving credit facility, due 2019 ("Partnership Revolver")	185.0			—
Partnership's term loan, due 2019 ("Partnership Term Loan")							50.0			50.0
Total borrowings							$	845.7		$	898.8
Original issue premium							10.2			12.1
Debt issuance cost	(16.9		)	(12.5		)	(13.3		)	(15.3		)
Total debt	$	940.9		$	399.0		$	842.6		$	895.6
Less: current portion of long-term debt	1.1			—			1.1			1.1
Total long-term debt	$	939.8		$	399.0		$	841.5		$	894.5

~~The~~In the first quarter of 2016, the Partnership ~~has~~continued de-levering its balance sheet and repurchased $52.8 million face value of outstanding Partnership Notes for $32.6 million in the open market. This resulted in a ~~$250.0~~$20.4 million gain on extinguishment of debt, which included a write-off of $0.2 million of unamortized original issue premium, net of unamortized debt issuance costs.

During the first quarter of 2016, the Partnership ~~Revolver. On August 12, 2015,~~issued $1.5 million of letters of credit as collateral to its surety providers in connection with workers' compensation, general liability and other financial guarantee obligations. These letters of credit lower the ~~funding of the acquisition of CMT,~~Partnership's borrowing availability under the Partnership ~~drew $185.0 million on~~Revolver. At March 31, 2016, the Partnership Revolver at a rate that 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. The spread is subject to change based on the Partnership's total leverage ratio, as defined in the credit agreement. As of September 30, 2015, the Partnership had ~~$65.0 million available on the Partnership Revolver. During the nine months ended September 30, 2015, the Partnership incurred $0.3~~$1.5 million of ~~debt issuance costs in connection with amendments~~letters of ~~the Partnership Revolver.~~ credit outstanding and an outstanding balance of $182.0 million, leaving $66.5 million available.

Also 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 will repay a principal amount of $0.3 million 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. The entire outstanding amount of the Promissory Note 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, 2018, that rate will be the LIBOR for the interest period then in effect plus 4.5 percent. Interest is due at the end of each fiscal quarter.

~~On January 13, 2015,~~The Partnership repaid $0.3 million of the Promissory Note on March 31, 2016, in ~~connection~~accordance with the Granite City Dropdown, the Partnership issued an additional $200.0 million of Partnership Notes. Proceeds of $204.0 million included an original issue premium of $4.0 million. In addition, the Partnership received $6.8 million to fund interest from August 1, 2014 to January 13, 2015, the interest period prior to issuance. This interest was paid to noteholders on February 1, 2015. The Partnership incurred debt issuance costs of $5.2 million, of which $1.0 million was considered a modification of debt and was recorded in interest expense, net on the Combined and Consolidated Statements of Income and was included in other operating cash flows on the Combined and Consolidated Statements of Cash Flow. Promissory Note repayment schedule.

In connection with the Granite City Dropdown, the Partnership assumed from SunCoke and repaid $135.0 million principal amount of SunCoke’s Notes and paid interest of $5.6 million. The Partnership also paid a redemption premium of $7.7 million, which was included in interest expense, net on the Combined and Consolidated Statements of Income. The Partnership assumed $2.2 million in debt issuance costs in connection with the assumption of this debt from SunCoke, $0.7 million of which related to the portion of the debt extinguished and was recorded in interest expense, net on 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 Notes and unpaid interest of $0.6 million, of which $0.5 million was included in interest expense, net on the Combined and Consolidated Statements of Operations. The Partnership also assumed $0.7 million of debt issuance costs in connection with the assumption of this debt from SunCoke Energy.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 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 governing the Partnership's debt.

Under the terms of the Partnership Revolver, the Partnership is subject to a maximum consolidated leverage ratio of 4.50:1.00 (and, if applicable, 5.00:1.00 during the remainder of any fiscal quarter and the two immediately succeeding fiscal quarters following our acquisition of additional assets having a fair market value greater than $50 million), 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.

Under the terms of the ~~Promissory Agreement,~~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.~~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.~~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 could be declared immediately due and payable. The Partnership has a cross-default provision that applies to our indebtedness having a principal amount in excess of $20 million.

As of ~~September 30, 2015,~~March 31, 2016, the Partnership was in compliance with all applicable debt covenants contained in the Partnership Revolver and ~~Promissory Agreement.~~promissory agreement. 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.

~~Table of Contents~~

8. Supplemental Cash Flow Information

Significant non-cash activities were as follows:

Nine Months Ended September 30,
2015 2014

(Dollars in millions)
Debt assumed by SunCoke Energy Partners, L.P. $ 294.5
$ 259.9
Equity Issuances 144.4
83.3
Net assets of the Predecessor not assumed by SunCoke Energy Partners, L.P.
Receivables 9.1
—
Property, plant and equipment 7.0
—
Net deferred tax assets 62.8
—
Restricted Cash 21.5
—



	Three Months Ended March 31,
	2016		2015

	(Dollars in millions)
Debt assumed by SunCoke Energy Partners, L.P.	$	—	$	135.0
Net assets of the Previous Owner not assumed by SunCoke Energy Partners, L.P.
Receivables	—		9.1
Property, plants and equipment	—		7.0
Deferred taxes, net	—		62.8

9. Commitments and Contingent Liabilities

The United States Environmental Protection Agency (the "EPA") has issued Notices of Violations (“NOVs”) for the Haverhill and Granite City cokemaking facilities which stem 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 December 2014, as well as capital projects already underway to improve the reliability of the energy recovery systems and enhance environmental performance at the Haverhill and Granite City cokemaking facilities.

We retained an aggregate of $119 million in proceeds from the Partnership offering, the dropdown of 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

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million will be reimbursed by SunCoke. Prior to our formation, SunCoke spent $7 million related to these projects. We have spent approximately ~~$81~~$83 million to date and the remaining capital is expected to be spent through the first quarter of ~~2018.~~2019.

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 behave a material ~~in relation to the~~adverse impact on our consolidated financial ~~position, results of operations or cash flows of the Partnership at September 30, 2015.~~statements.

10. Fair Value Measurements

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 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 March 31, 2016.

Convent Marine Terminal Contingent Consideration

In connection with the CMT acquisition, the Partnership entered into a contingent consideration arrangement that requires us to make future payments to The Cline Group based on future volume over a specified threshold, price, and contract renewals. During the first quarter of 2016, the Partnership amended the contingent consideration terms with The Cline Group, which reduced the fair value of the contingent consideration liability to $4.2 million at March 31, 2016. The contingent consideration liability is included in other deferred credits and liabilities on the Consolidated Balance Sheet.

The fair value of the contingent consideration was estimated 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.

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).

~~Table of Contents~~

~~Convent Marine Terminal Contingent Consideration~~

~~Contingent consideration related to the CMT acquisition is measured at fair value and amounted to $7.9 million at September 30, 2015. See Note 2.~~

Certain Financial Assets and Liabilities not Measured at Fair Value

At ~~September 30, 2015~~March 31, 2016, the estimated fair value of the Partnership's total debt was ~~$890.9~~$695.8 million compared to a carrying amount of ~~$957.8 million, which includes the original issue premium.~~$845.7 million. The fair value was estimated by management based upon estimates of debt pricing provided by financial institutions which are considered Level 2 inputs.

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11. Business Segment Disclosures

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~~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 ~~SunCoke~~CMT located in Louisiana, Lake Terminal ~~LLC ("Lake Terminal")~~ located in Indiana and ~~Kanawha River Terminals ("KRT")~~KRT located in Kentucky and West ~~Virginia and CMT located in Louisiana.~~Virginia. This business provides coal handling and/or ~~blending~~mixing services to ~~third party~~third-party customers as well as SunCoke cokemaking facilities and has a collective capacity to ~~blend~~mix and transload more than 40 million tons of coal annually. Coal handling and ~~blending~~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 isand (gain) loss on extinguishment of debt are also excluded from segment results. Segment assets ~~net of tax~~ are those assets that are utilized within a specific ~~segment and excludes deferred taxes.~~segment.

~~Table of Contents~~

The following table includes Adjusted EBITDA, which is the measure of segment profit or loss reported to the chief operating decision maker for purposes of allocating resources to the segments and assessing their performance:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2015			2014			2015			2014			2016			2015

	(Dollars in millions)												(Dollars in millions)
Sales and other operating revenue:
Domestic Coke	$	192.4		$	204.8		$	581.1		$	611.7		$	178.9		$	193.0
Coal Logistics	17.8			12.0			40.0			37.4			15.6			10.3
Coal Logistics intersegment sales	1.7			1.6			5.0			4.3			1.5			1.7
Elimination of intersegment sales	(1.7		)	(1.6		)	(5.0		)	(4.3		)	(1.5		)	(1.7		)
Total sales and other operating revenue	$	210.2		$	216.8		$	621.1		$	649.1		$	194.5		$	203.3
Adjusted EBITDA:
Domestic Coke	$	46.6		$	50.2		$	137.3		$	137.3		$	46.3		$	48.5
Coal Logistics	10.4			3.8			18.0			10.9			15.1			2.6
Corporate and Other	(5.2		)	(1.5		)	(10.5		)	(5.7		)	(4.0		)	(2.8		)
Total Adjusted EBITDA	$	51.8		$	52.5		$	144.8		$	142.5		$	57.4		$	48.3
Depreciation and amortization expense:
Domestic Coke	$	13.5		$	11.7		$	39.8		$	34.7		$	13.3		$	12.8
Coal Logistics	3.5			2.0			7.2			5.6			5.4			1.8
Total depreciation and amortization expense	$	17.0		$	13.7		$	47.0		$	40.3		$	18.7		$	14.6
Capital expenditures:
Domestic Coke	$	14.7		$	19.4		$	30.4		$	55.0		$	5.9		$	5.3
Coal Logistics	0.8			1.2			1.3			2.0			2.1			0.2
Total capital expenditures	$	15.5		$	20.6		$	31.7		$	57.0		$	8.0		$	5.5

The following table sets forth the Partnership’s total sales and other operating revenue by product or service, excluding intersegment revenues:

The following table sets forth the ~~Company's~~Partnership's segment assets:

The Partnership evaluates the performance of its segments based on segment Adjusted EBITDA, which represents earnings before interest, (gain) loss on extinguishment of debt, 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~~and changes to our contingent consideration liability related to our acquisition of the CMT. Coal Logistics deferred revenue adjusts for coal and liquid tons the Partnership did not handle, but are included in Adjusted EBITDA ~~reflects~~as the ~~cash flow~~associated take-or-pay fees are billed to the customer. Deferred revenue on take-or-pay contracts is recognized into GAAP income annually based on the terms of ~~our contractual arrangements.~~the contract. 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.

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:

Add: Adjusted EBITDA attributable to Predecessor⁽¹⁾

Add: Adjusted EBITDA attributable to Previous Owner⁽¹⁾

Add: Adjusted EBITDA attributable to noncontrolling interest⁽²⁾

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

Coal Logistics deferred revenue⁽⁴⁾⁽³⁾

Reduction in contingent consideration⁽⁴⁾

Reflects net income attributable to our Granite City ~~Adjusted EBITDA~~facility prior to the Granite City Dropdown on January 13, 2015 ~~dropdown transaction.~~adjusted for Granite City's share of interest, taxes, depreciation and amortization during the same period.

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

Coal Logistics deferred revenue adjusts for coal and liquid tons the Partnership did not handle, but are ~~related~~included in Adjusted EBITDA as the associated take-or-pay fees are billed 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~~the 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~~Deferred revenue on ~~our Combined and Consolidated Statements~~take-or-pay contracts is recognized into GAAP income annually based on the terms of ~~Income.~~the contract.



Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains certain forward-looking statements of expected future developments, as defined in 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.”

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 United States ("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~~These statements reflect significant assumptions and ~~consolidated financial statements pertain~~allocations and include all expenses allocable to ~~the operations~~our business, but may not be indicative of ~~the Partnership and the operations of Gateway Energy and Coke Company, LLC ("Granite City"),~~those that would have been achieved had we operated as ~~Granite City and the Partnership were under common control~~a separate public entity for all periods ~~presented. The transfers~~presented or 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.~~future results.

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. At ~~September 30, 2015,~~March 31, 2016, 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"). The remaining 2 percent ownership interest in our three cokemaking facilities iswas owned by SunCoke Energy, Inc. ("SunCoke"). At ~~September 30, 2015,~~March 31, 2016, SunCoke, through a subsidiary, owned a ~~53.7~~53.9 percent partnership interest in us and all of our incentive distribution rights ("IDR") and indirectly owned and controlled our general partner, which holds a 2.0 percent general partner interest in us. ~~Our~~We also own a Coal Logistics business, which provides coal handling and/or ~~blending~~mixing services to ~~third party~~third-party customers as well as to our ~~and SunCoke's~~own cokemaking facilities. Our Coal Logistics business consists of Convent Marine Terminal ("CMT"), Kanawha River Terminals LLC ("KRT") and SunCoke Lake Terminal, LLC ("Lake Terminal").

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 re-purposes the coal’s liberated volatile components for other uses. We have constructed the only greenfield cokemaking facilities in the U.S. in the last 25 years and are the only North American coke producer that utilizes heat recovery technology in the cokemaking process. 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 the environmental impact.

All of our coke sales are made pursuant to long-term, take-or-pay agreements. These coke sales agreements have an average remaining term of approximately ~~ten~~nine years and contain pass-through provisions for costs we incur in the cokemaking process, ~~including:~~including coal procurement costs (subject to meeting contractual coal-to-coke yields), operating and maintenance expenses, costs related to the transportation of coke to our customers, taxes (other than income taxes) and costs associated with changes in regulation. 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 agreements and certain other conditions are met. ~~In addition, AK Steel is required to pay a significant termination payment to us if it exercises its termination right prior to 2018.~~ No other coke sales contract has an early termination clause. For a five-year period following our initial public offering on January 24, 2013 ("IPO"), SunCoke has agreed to make us whole or 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.

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 challenged by global overcapacity and lower demand. The combination of a strong U.S. dollar, continued high import activity and reduced drilling activity caused by low oil and 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 ("DOC") and the International Trade Commission ("ITC") 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 steel pricing has rebounded in early 2016, aided by favorable preliminary rulings from the DOC and ITC as well as improved global supply and demand dynamics,

our customers have kept certain facilities idled as they await further signs of market stability. Despite these challenges, our customers continue to comply with the terms of their long-term, take-or-pay contracts with us.

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 ~~third parties. Prior to the second quarter of 2015,~~U.S. Steel and Haverhill 1 ~~sold~~provides steam to ~~Haverhill Chemicals~~Altivia Petrochemicals, LLC ~~a third party. See further discussion in "Recent Developments" below.~~("Altivia"). 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.

The following table sets forth information about our cokemaking facilities and our coke, steam and energy sales agreements:



Facility	Location	Coke Customer	Year of Start Up	Contract Expiration	Number of Coke Ovens	Annual Cokemaking Capacity (thousands of tons)	Use of Waste Heat
Granite City	Granite City, Illinois	U.S. Steel	2009	2025	120	650	Steam for power generation
Haverhill 1	Franklin Furnace, Ohio	ArcelorMittal	2005	2020	100	550	Process steam
Haverhill 2	Franklin Furnace, Ohio	AK Steel	2008	2022	100	550	Power generation
Middletown⁽¹⁾	Middletown, Ohio	AK Steel	2011	2032	100	550	Power generation
Total					420	2,300

We also provide coal handling and/or ~~blending~~mixing services with our Coal Logistics ~~business. Our newly acquired Convent Marine Terminal~~business, which has collective capacity to mix and/or transload more than 40 million tons of coal annually and store up to 3 million tons. CMT is one of the largest export terminals on the U.S. gulf coast and has direct rail access and the capability to transload 10 million tons of coal annually through its operations in Convent, Louisiana. Our terminal located in East Chicago, Indiana, ~~SunCoke~~ Lake Terminal, ~~LLC ("Lake Terminal")~~ provides coal handling and ~~blending~~mixing services to SunCoke's Indiana Harbor cokemaking operations. ~~Kanawha River Terminals ("KRT")~~KRT is a leading metallurgical and thermal coal ~~blending~~mixing and handling terminal service provider with collective capacity to ~~blend~~mix and transload 30 million tons of coal annually through its operations in West Virginia and Kentucky. Coal is transported from the mine site in numerous ways, including rail, truck, barge or ship. Our coal terminals act as intermediaries between coal producers and coal end users by providing transloading, storage and ~~blending~~mixing services. We do not take possession of coal in our Coal Logistics business, but instead earn revenue by providing coal handling and/or ~~blending~~mixing services to our customers on a fee per ton basis. We provide ~~blending~~mixing and handling services to steel, coke (including some of our domestic cokemaking facilities), electric utility and coal producing customers.

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

~~Recent Developments~~

In October 2015, we increased our full year outlook for 2015 Adjusted EBITDA attributable to SunCoke Energy Partners to a range of $185 million to $190 million. This reflects an expected Adjusted EBITDA benefit from the acquisition of the Convent Marine Terminal of approximately $20 million.

$185.0 million on the Partnership's revolving credit facility. The Partnership paid $193.1 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 Sheet.

~~The following table summarizes the consideration transferred to acquire CMT:~~

~~Granite City Dropdowns~~

On January 13, 2015, the Partnership acquired a 75 percent interest in SunCoke's Granite City cokemaking facility for a total transaction value of $244.4 million (the "Granite City Dropdown"). The Granite City Dropdown is reflected in the combined and consolidated financial statements of the Partnership as if the transfer occurred at the beginning of the period and prior periods have been revised to include the Granite City financial position, results of operations and cash flows as the Granite City Dropdown was accounted for as a common control transaction. In connection with the Granite City Dropdown, the Partnership assumed and repaid $135.0 million principal amount of SunCoke's outstanding 7.625 percent senior notes ("Notes") and issued an additional $200.0 million of its 7.375 percent unsecured senior notes, due 2020 (the "Partnership Notes").

~~See Note 2 and Note 7 to our combined and consolidated financial statements for additional information on the Granite City Dropdown, Granite City Supplemental Dropdown and related debt activities.~~Recent Developments

•~~Temporary Idling of~~ AK Steel ~~Ashland, Kentucky Works and U.S. Steel Granite City Works Operations~~Make-Whole

In October, 2015, AK Steel announced it intends to temporarily idle portions of its Ashland, Kentucky Works operations as a result of challenging market conditions and U.S. Steel announced it may temporarily idle its Granite City Works operations subject to customer demand. Our Haverhill II2 cokemaking facility supplies coke to AK ~~Steel's Ashland, Kentucky Works~~Steel under a long-term, take-or-pay contract until 2022. ~~Our Granite City cokemaking facility supplies coke~~During the first quarter of 2016, AK Steel elected to ~~U.S. Steel’s Granite City Works under~~reduce 2016 production by 75,000 tons at our Haverhill 2 facility. As a result, during the first quarter of 2016, Domestic Coke sales tons were approximately 10,000 tons lower than our previous volume targets. Based on our long-term, take-or-pay contract, ~~until 2025. The temporary idling does not change any obligations that~~ AK Steel ~~or U.S. Steel have under these contracts. Since the announcement, AK Steel and U.S. Steel have~~will provide us with make-whole payments. We do not ~~idled their facilities and have continued~~expect this arrangement to take all of the coke we have produced at our Haverhill II and Granite City facilities. Additionally, we are supported by our omnibus agreement with SunCoke, our general partner, that provides certain commercial protections through January of 2018. See Note 3 to our combined and consolidated financial statements.impact Adjusted EBITDA targets.

~~Unit Repurchase Program~~

On July 20, 2015, the Partnership's Board of Directors authorized a $50.0 million program for the Partnership to repurchase common units from time to time in open market transactions, including block trades, or in privately negotiated transactions. The Partnership repurchased $10.0 million of its common units during the three months ended September 30, 2015 receiving 634 thousand units for an average price of $15.78 per unit, leaving $40.0 million available for future repurchase under this program.

~~Haverhill Chemicals~~

During the second quarter of 2015, Haverhill Chemicals LLC announced plans to shut down their facility adjacent to our Haverhill cokemaking operations. This shutdown, were it to occur, would not impact our ability to produce coke. The lost energy revenue from Haverhill Chemicals LLC and additional costs we expect to incur at our Haverhill facility are expected to be approximately $6 million during 2015. The negative impact to the three and

~~Table of Contents~~

~~nine months ended September 30, 2015 results of $2.9 million and $4.2 million, respectively, were in line with management's expectations.~~

~~Third~~First Quarter Key Financial Results

Total revenues decreased ~~$6.6~~$8.8 million, or ~~3.0~~4.3 percent, to ~~$210.2~~$194.5 million in the three months ended ~~September 30, 2015~~March 31, 2016 due primarily to the pass-through of lower coal prices in our Domestic Coke segment as well as the absence of energy sales to Haverhill Chemicals LLC ("Haverhill Chemicals") as discussed in "Items Impacting Comparability." These decreases were partially offset by ~~revenue~~$7.7 million of ~~$5.7 million~~revenue generated by ~~our newly~~CMT, which was acquired ~~CMT business.~~in August 2015.

Adjusted EBITDA ~~decreased $0.7~~increased $9.1 million to ~~$51.8~~$57.4 million in the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~$52.5~~$48.3 million for the same period in ~~2014.~~2015. Adjusted EBITDA contributed by CMT of ~~$5.4~~$13.0 million was ~~more than~~partially offset by ~~acquisition and business development costs and lower~~the absence of energy ~~contributions~~sales as ~~a result of our customer's decision to idle its Haverhill Chemicals LLC facility during the current year period.~~described above.

Net income attributable to unitholders ~~decreased $0.7~~increased $27.2 million to ~~$19.5~~$39.8 million for the three months ended ~~September 30, 2015, reflecting~~March 31, 2016, primarily driven by $20.4 million of gains on extinguishment of debt recognized during the ~~results of both Granite City and CMT mostly offset by the related acquisition and business development costs~~first quarter 2016, as well as ~~higher interest expense on higher debt balances.~~the items discussed above.

Cash distributions paid per unit were ~~$0.5825~~$0.5940 and ~~$0.5150~~$0.5408 for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively.

Items Impacting Comparability

~~Interest Expense, net.~~ Convent Marine Terminal.~~Comparisons of interest expense, net~~ Comparability between periods ~~were~~was impacted by ~~higher debt balances~~the timing of the acquisition of CMT during the third quarter of 2015, which contributed revenues of $7.7 million and ~~debt extinguishment costs.~~Adjusted EBITDA of $13.0 million during the first quarter of 2016.

~~Interest expense, net was~~Contingent consideration. In connection with the CMT acquisition, the Partnership entered into a contingent consideration arrangement that requires the Partnership to make future payments to The Cline Group based on future volumes over a specified threshold, price, and contract renewals. ~~$12.4~~During the first quarter of 2016, the Partnership amended the contingent consideration terms with The Cline Group, which reduced the fair value of the contingent consideration liability from $7.9 million at December 31, 2015 to $4.2 million at March 31, 2016, with the resulting $3.7 million gain recognized as a reduction to costs of products sold and ~~$6.8 million for~~operating expenses on the Combined and Consolidated Statements of Income during the three months ended ~~September 30,~~March 31, 2016.

Energy Sales. Until the second quarter of 2015, ~~and 2014, respectively. The increase~~Haverhill 1 sold steam to Haverhill Chemicals, which filed for relief under Chapter 11 of ~~$5.6 million was primarily driven by higher debt balances~~the U.S. Bankruptcy Code during 2015. Beginning in the fourth quarter of 2015, Haverhill 1 provided steam, at no cost, to Altivia. In the current ~~year period.~~

~~Interest expense, net was $43.8~~arrangement, the Partnership is not currently generating revenues from providing steam to Altivia, which may be renegotiated beginning in 2018. The current arrangement mitigates costs associated with disposing of steam as well as potential compliance issues. Both revenues and Adjusted EBITDA decreased $2.0 million ~~and $30.1 million for the nine months ended September 30, 2015 and 2014, respectively. The increase of $13.7 million was primarily driven by higher debt balances~~ in the ~~current year~~first quarter of 2016 compared to the corresponding period ~~which increased interest expense, net by $19.7~~of 2015 as a result of these arrangements.

(Gain) Loss on extinguishment of debt. In the first quarter of 2016, the Partnership continued de-levering its balance sheet and repurchased $52.8 million ~~and loss~~of outstanding Partnership Notes for $32.6 million in the open market, resulting in a gain on extinguishment of debt of ~~$9.4 million related to~~$20.4 million.

In connection with the dropdown of Granite City ~~Dropdown in~~during the ~~current year period. These increases were partially offset by~~first quarter of 2015, the Partnership assumed and repaid $135.0 million of SunCoke's outstanding notes. As a result of the redemption, a loss on extinguishment of debt ~~of $15.4 million related to the Haverhill and Middletown Dropdown~~was recorded in the prior year ~~period.~~

~~See Note 7 to our combined~~of $9.4 million, which included a $7.7 million redemption premium and ~~consolidated financial statements.~~a $1.4 million write-off of unamortized debt issuance costs.

Income Taxes. Income tax expense was ~~$0.5 million and $4.9~~$0.6 million for the three months ended ~~September 30, 2015 and 2014, respectively. Income~~March 31, 2016 compared to an income tax benefit ~~was $2.4~~of $3.3 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2015, ~~compared to income tax expense of $9.0 million in the same prior year period.~~respectively. The periods presented ~~were~~are 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. The nine~~three months ended ~~September 30,~~March 31, 2015 includes an income tax benefit of $4.0 million related to the tax impacts of the Granite City ~~Dropdown and income tax expense of $0.4 million related to taxes on earnings from our Granite City operations calculated on a theoretical separate-return basis until the date of the Granite City~~ Dropdown.

~~Noncontrolling Interest.~~ Income attributable to noncontrolling interest represents SunCoke's retained ownership interest in our cokemaking facilities. Income attributable to noncontrolling interest was $1.3 million and $0.6 million for the three months ended September 30, 2015 and 2014, respectively. The increase in noncontrolling interest was primarily due to the Granite City Dropdown and Granite City Supplemental Dropdown, which resulted in noncontrolling interest for SunCoke's retained ownership in Granite City.

Noncontrolling interest was $5.6 million and $15.1 million for the nine months ended September 30, 2015 and 2014, respectively. The decrease of $9.5 million in noncontrolling interest was the result of the Partnership's 33.0 percent increase in ownership interest in the Haverhill and Middletown cokemaking facilities in May 2014 ("Haverhill and Middletown Dropdown"), which decreased noncontrolling interest by $13.4 million. This decrease was offset by a $3.9 million increase in noncontrolling interest from the Granite City Dropdown and Granite City Supplemental Dropdown, which in turn established noncontrolling interest for the remaining Granite City interest not acquired.

~~See Note 2 to our combined and consolidated financial statements for further discussion of these transactions.~~

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Table of Contents

Results of Operations

The following table sets forth amounts from the Combined and Consolidated Statements of Income for the three ~~and nine~~ months ended ~~September 30, 2015~~March 31, 2016 and ~~2014~~2015:


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2015		2014		2015			2014		2016			2015

	(Dollars in millions)									(Dollars in millions)
Revenues
Sales and other operating revenue	$	210.2	$	216.8	$	621.1		$	649.1	$	194.5		$	203.3
Costs and operating expenses								��
Cost of products sold and operating expense	149.7		157.6		452.7			485.3
Selling, general and administrative expense	9.8		6.7		24.7			20.8
Cost of products sold and operating expenses										134.2			147.4
Selling, general and administrative expenses										8.4			7.6
Depreciation and amortization expense	17.0		13.7		47.0			40.3		18.7			14.6
Total costs and operating expenses	176.5		178.0		524.4			546.4		161.3			169.6
Operating income	33.7		38.8		96.7			102.7		33.2			33.7
Interest expense, net	12.4		6.8		43.8			30.1		12.5			11.2
(Gain) loss on extinguishment of debt										(20.4		)	9.4
Income before income tax expense	21.3		32.0		52.9			72.6		41.1			13.1
Income tax expense (benefit)	0.5		4.9		(2.4		)	9.0		0.6			(3.3		)
Net income	20.8		27.1		55.3			63.6		$	40.5		$	16.4
Less: Net income attributable to noncontrolling interests	1.3		0.6		5.6			15.1		0.7			3.2
Net income attributable to SunCoke Energy Partners, L.P./Predecessor	$	19.5	$	26.5	$	49.7		$	48.5
Less: Net income attributable to Predecessor	—		6.3		0.6			13.9
Net income attributable to SunCoke Energy Partners, L.P./Previous Owner										39.8			13.2
Less: Net income attributable to Previous Owner										—			0.6
Net income attributable to SunCoke Energy Partners, L.P.	$	19.5	$	20.2	$	49.1		$	34.6	$	39.8		$	12.6

Revenues. Total revenues were ~~$210.2~~$194.5 million and ~~$216.8~~$203.3 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014, respectively, and were $621.1 million and $649.1 million for the nine months ended September 30, 2015 and 2014,~~ respectively. These decreases were primarily due to the pass-through of lower coal prices in our Domestic Coke segment as well as the absence of energy sales to Haverhill Chemicals as previously discussed in "Items Impacting Comparability." These decreases were partially offset by additional revenues of ~~$5.7~~$7.7 million generated by our ~~newly acquired~~ CMT business.

Costs and Operating Expenses. Total operating expenses were ~~$176.5~~$161.3 million and ~~$178.0~~$169.6 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014, respectively, and were $524.4 million and $546.4 million for~~respectively. For the ~~nine~~three months ended ~~September 30, 2015 and 2014, respectively. For both the three and nine months ended September 30, 2014,~~March 31, 2016, the decrease in costs and operating expenses was primarily driven by reduced coal costs in our Domestic Coke segment, partially offset by CMT costs and operating expenses of ~~$3.1 million as well as higher depreciation on certain environmental remediation assets placed in service at our Haverhill cokemaking facility.~~$3.9 million.

Interest Expense, net. Interest expense, net was ~~$12.4~~$12.5 million and ~~$6.8~~$11.2 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014, respectively, and $43.8~~respectively. The increase in interest expense, net from increased borrowings was $3.3 million, ~~and $30.1~~which was partially offset by interest expense, net savings from the repurchase of more than $100 million for the nine months ended September 30, 2015 and 2014, respectively. Comparability between periods was impacted by changes in debt balances and financing costs associated with the dropdown financing activities previously discussed in "Items Impacting Comparability."of senior notes.

Income Taxes. Income tax expense was ~~$0.5 million and $4.9~~$0.6 million for the three months ended ~~September 30, 2015 and 2014, respectively, and was~~March 31, 2016 compared to an income tax benefit of ~~$2.4~~$3.3 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2015, ~~as compared to expense of $9.0 million in the prior year period.~~respectively. 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 ~~$1.3~~$0.7 million and ~~$0.6~~$3.2 million for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014, respectively, and was $5.6 million and $15.1 million for the nine months ended September 30, 2015 and 2014,~~ respectively. ~~Comparability between periods was impacted by the Haverhill and Middletown Dropdown, the~~The decrease is primarily due to SunCoke's decrease in ownership interest in Granite City ~~Dropdown and Granite City Supplemental Dropdown previously discussed~~from a 25 percent interest to a 2 percent interest in ~~"Items Impacting Comparability."~~August of 2015.

Net Income Attributable to ~~Predecessor.~~Previous Owner. Net income attributable to ~~Predecessor~~Previous Owner reflects Granite City net income for periods prior to the Granite City ~~Dropdown.~~Dropdown that occurred in January 2015.

Results of Reportable Business Segments

We report our business results through two segments:

Management believes Adjusted EBITDA is an important measure of operating performance and liquidity and it is used 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.

Segment Operating Data

The following tables set forth financial and operating data for the three ~~and nine~~ months ended ~~September 30, 2015~~March 31, 2016 and ~~2014~~2015:

Adjusted EBITDA⁽¹⁾:

Domestic Coke Adjusted EBITDA per ton⁽²⁾

Coal Logistics Adjusted EBITDA per ton handled⁽³⁾

Tons handled, excluding CMT (thousands of tons)⁽³⁾

Tons handled by CMT (thousands of tons)⁽³⁾

Pay tons (thousands of tons)⁽⁴⁾

See definition of Adjusted EBITDA and reconciliation to GAAP at the end of this Item.

Reflects Domestic Coke Adjusted EBITDA divided by Domestic Coke sales volumes.

Reflects inbound tons handled during the period.

Coal Logistics deferred revenue adjusts for coal and liquid tons the Partnership did not handle, but are included in Adjusted EBITDA ~~divided by Coal Logistics tons handled.~~as the associated take-or-pay fees are billed to the customer. Deferred revenue on take-or-pay contracts is recognized into GAAP income annually based on the terms of the contract.

Analysis of Segment Results

Three Months Ended ~~September 30, 2015~~March 31, 2016 compared to Three Months Ended ~~September 30, 2014~~March 31, 2015

Sales and Other Operating Revenue

Sales and other operating revenue decreased ~~$12.4~~$14.1 million, or ~~6.1~~7.3 percent, to ~~$192.4~~$178.9 million for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~$204.8~~$193.0 million for the corresponding period of ~~2014.~~2015. The decrease was mainly attributable to

the pass-through of lower coal prices, which lowered revenues by ~~$13.0~~$14.1 million. ~~This decrease was slightly~~Revenues further decreased by $2.0 million due to the absence of energy sales to Haverhill Chemicals as previously discussed in "Items Impacting Comparability." These decreases were partially offset by increases of $2.0 million primarily associated with higher ~~reimbursable~~sales volumes of 4 thousand tons and a slightly higher reimbursement of operating and maintenance costs.

Domestic Coke Adjusted EBITDA decreased ~~$3.6~~$2.2 million, or ~~7.2~~4.5 percent, to ~~$46.6~~$46.3 million for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~$50.2~~$48.5 million in the corresponding period of ~~2014. The impact~~2015 primarily due to the absence of our customer's decision to idle its Haverhill Chemicals LLC facility, with whom we have a steam supply agreement, decreased Adjusted EBITDA by $2.9 million. The remaining decrease of $0.7 million is primarily related to lower coal-to-coke yields resulting from higher coal moistures.energy sales discussed above.

Depreciation expense, which was not included in segment profitability, was ~~$13.5~~$13.3 million for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~$11.7~~$12.8 million in the prior year period. This increase was primarily the result of depreciation expense in the current year period on certain environmental remediation assets placed in service at our Haverhill cokemaking facility.

Sales and Other Operating Revenue

Inclusive of intersegment sales, sales and other operating revenue were ~~$19.5~~$17.1 million for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~$13.6~~$12.0 million for the corresponding period of ~~2014.~~2015. This increase was primarily due to ~~additional~~ revenue from ~~our newly acquired~~ CMT ~~business~~ of ~~$5.7 million. Excluding CMT, more favorable pricing on higher volumes of blending services,~~$7.7 million in the current year period, which ~~increased revenues $1.4 million, were largely~~was partially offset by lower volumes ~~of 440 tons, which decreased revenues $1.2 million.~~at KRT driven by warmer weather conditions in the current year period.

Coal Logistics Adjusted EBITDA was ~~$10.4~~$15.1 million for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~$3.8~~$2.6 million in the prior year period. The acquisition of CMT provided ~~additional~~ Adjusted EBITDA of ~~$5.4 million. Excluding CMT, higher margins caused~~$13.0 million in the current year period. This increase was partially offset by ~~a shift~~lower volumes at KRT driven by warmer weather conditions in ~~sales mix and cost savings primarily drove~~ the ~~remaining increase of $1.2 million.~~current year period.

Depreciation and amortization expense, which was not included in segment profitability, was ~~$3.5~~$5.4 million during the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~$2.0~~$1.8 million during the same prior year period, primarily due to ~~additional~~$3.5 million of depreciation and amortization expense associated with ~~CMT, which was acquired on August 12, 2015.~~CMT.

Corporate and other expenses increased ~~$3.7~~$1.2 million to ~~$5.2~~$4.0 million for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~$1.5~~$2.8 million in the same period of ~~2014,~~2015, primarily ~~resulting from $2.2 million of acquisition and business development costs in the current year period as well as~~due to a higher allocation of costs from ~~SunCoke in conjunction with the Haverhill and Middletown Dropdown.~~SunCoke.

~~Nine Months Ended September 30, 2015 compared to Nine Months Ended September 30, 2014~~

~~Sales and Other Operating Revenue~~

Sales and other operating revenue decreased $30.6 million, or 5.0 percent, to $581.1 million for the nine months ended September 30, 2015 compared to $611.7 million for the corresponding period of 2014. The decrease was mainly attributable to the pass-through of lower coal prices, which decreased revenues by $38.0 million. This decrease was partly offset by increases of $7.4 million primarily driven by higher volumes of 31 thousand tons compared the prior year period.

Domestic Coke Adjusted EBITDA remained consistent at $137.3 million for both the nine months ended September 30, 2015 and 2014. Adjusted EBITDA increased $2.4 million due to higher coke volumes of 31 thousand tons. This increase was offset primarily by lower energy sales driven by the impact of our customer's decision to idle its Haverhill Chemicals LLC facility, with whom we have a steam supply agreement.

Depreciation expense, which was not included in segment profitability, was $39.8 million for the nine months ended September 30, 2015 compared to $34.7 million in the prior year period. This increase was primarily the result of depreciation expense in the current year period on certain environmental remediation assets placed in service at our Haverhill cokemaking facility.

~~Sales and Other Operating Revenue~~

Inclusive of intersegment sales, sales and other operating revenue were $45.0 million for the nine months ended September 30, 2015 compared to $41.7 million for the corresponding period of 2014. The increase was primarily due to additional revenue from our newly acquired CMT business of $5.7 million. Excluding CMT, more favorable pricing on higher volumes of blending services increased revenues $3.7 million but were more than offset by an overall decrease in volume, which decreased revenues $6.1 million.

Coal Logistics Adjusted EBITDA was $18.0 million for the nine months ended September 30, 2015 compared to $10.9 million in the corresponding period of 2014. The acquisition of CMT provided additional Adjusted EBITDA of $5.4 million on 817 thousand tons. Excluding CMT, the increase reflected a higher volume of blending services compared to the prior year period, which yielded more favorable margins and increased Adjusted EBITDA $3.2 million. Lower spending also increased Adjusted EBITDA $0.6 million. These increases were partially offset by decreases of $2.1 million, primarily driven by lower overall volume.

Depreciation and amortization expense, which was not included in segment profitability, was $7.2 million for the nine months ended September 30, 2015 compared to $5.6 million for the same prior year period, primarily due to additional depreciation and amortization expense associated with CMT, which was acquired on August 12, 2015.

~~Corporate and Other~~

Corporate and other expenses increased $4.8 million to $10.5 million for the nine months ended September 30, 2015 compared to $5.7 million in the corresponding period of 2014. The current year period reflects $2.6 million of acquisition and business development costs as well as a higher allocation of costs from SunCoke in conjunction with the Haverhill and Middletown Dropdown.

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 also intend to repurchase units.~~ We are prudently managing liquidity in light of 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. 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 are actively seeking to retire or repurchase a portion of 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. As of ~~September 30, 2015,~~March 31, 2016, we had ~~$61.3~~$33.7 million of cash and cash equivalents and ~~$65.0~~$66.5 million of borrowing availability under the Partnership Revolver.

~~As discussed above in "Recent Developments,"~~on August 12, 2015, the Partnership drew $185.0 million on the Partnership Revolver to partially fund the acquisition of CMT. The Partnership expects to access the capital markets for long-term financing at a later date.

Also in connection with the acquisition of CMT, the Partnership assumed Raven Energy LLC's term loan of $114.9 million ("Promissory Note"). Under the Partnership's third amendment to the amended and restated credit agreement ("Promissory Agreement") dated August 12, 2015, the Partnership will repay a principal amount of $0.3 million 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. The entire outstanding amount of the Promissory Note 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, 2018, that rate will be the LIBOR for the interest period then in effect plus 4.5 percent. Interest is due at the end of each fiscal quarter.

On July 20, 2015, the Partnership's Board of Directors authorized a $50.0 million program for the Partnership to repurchase common units from time to time in open market transactions, including block trades, or in privately negotiated transactions. The Partnership repurchased $10.0 million of its common units, in the open market, for an average purchase price of $15.78 per unit during the three months ended September 30, 2015, leaving $40.0 million available for future repurchase under this program.

~~On October 9, 2015,~~April 18, 2016, our Board of Directors declared a quarterly cash distribution of $0.5940 per unit. This distribution will be paid on ~~December~~June 1, ~~2015~~2016 to unitholders of record on ~~November 13, 2015. Because we generally intend~~May 16, 2016. The Board of Director's decision to ~~distribute substantially all~~hold quarterly unitholder distributions flat at $0.5940 per unit is part of our capital allocation strategy to shift excess cash available for distribution, our growth may not be as rapid as the growth of businesses that reinvest available cash to expand ongoing operations. Moreover, our future growth may be slower than our historical growth.flow towards

~~We expect that we~~repurchasing 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.

In an effort to increase the Partnership's liquidity position for continued de-levering of its balance sheet, SunCoke provided a "reimbursement holiday" during the first quarter of 2016 on the corporate cost allocation to the Partnership, resulting in ~~large part, rely upon external financing sources, including bank borrowings and issuances~~a capital contribution of ~~debt and equity securities, to fund acquisitions and expansion capital expenditures. To the extent we are unable to finance growth externally, our~~$7.0 million. SunCoke also returned its IDR cash distribution ~~policy could significantly impair our ability~~of $1.4 million to ~~grow. To~~ the ~~extent we issue additional units~~Partnership ("IDR giveback") as a capital contribution.

For the second quarter of 2016, SunCoke has elected to provide the Partnership with one year deferred payment terms on the reimbursement of the corporate cost allocation and IDR cash distribution rather than a reimbursement holiday and IDR giveback. SunCoke will continue to evaluate alternatives for providing sponsor support on a quarterly basis.

In the first quarter of 2016, the Partnership continued de-levering its balance sheet and repurchased $52.8 million face value of outstanding Partnership Notes for $32.6 million in the open market.

During the first quarter of 2016, the Partnership issued $1.5 million of letters of credit as collateral to its surety providers in connection with ~~any acquisitions or expansion capital expenditures,~~workers' compensation, general liability and other financial guarantee obligations. These letters of credit lower the ~~payment of distributions on those additional units may increase~~Partnership's borrowing availability under the risk that we will be unable to maintain or increase our per unit distribution level. The incurrence of additional debt by us would result in increased interest expense, which in turn may also affect the amount of cash that we have available to distribute to our unitholders.Partnership Revolver.

The following table sets forth a summary of the net cash provided by (used in) operating, investing and financing activities for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 and ~~2014:~~2015:

Cash Provided by Operating Activities

Net cash provided by operating activities increased by ~~$1.6~~$10.7 million to ~~$88.2~~$40.4 million for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 as compared to ~~$86.6~~$29.7 million in the corresponding period of ~~2014.~~2015. The increase primarily reflects ~~working capital changes associated with lower inventory due to lower coal prices~~the contribution of CMT's net cash provided by operating activities of $7.4 million in the first quarter of 2016, as well as ~~the current year period wind down~~timing of ~~a strategic build in~~payments on inventory levels from the second half of 2014 and the settlement of $13.1 million of accrued sales discounts in the prior year period. These increases were offset by a late customer payment, received on October 1, 2015, which increased accounts receivable $18.0 million and lower operating performance during the current year period.purchases.

Cash Used in Investing Activities

~~Cash~~Net cash used in investing activities ~~increased $189.3~~decreased $5.5 million to ~~$246.3 million~~zero for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 as compared to ~~$57.0~~$5.5 million in the corresponding period in ~~2014.~~2015. The ~~acquisition~~decrease is primarily due to the amendment of ~~CMT resulted in~~ an ~~investing cash outflow of $193.1 and an additional $21.5~~agreement with The Cline Group, which unrestricted $6.0 million of previously restricted cash ~~withheld~~and relieved the Partnership of any obligation to ~~fund the completion of expansion capital improvements.~~repay these amounts to The ~~cash withheld is included in restricted cash on the Combined and Consolidated Balance Sheet. This~~

Cash Used in Financing Activities

Net cash ~~provided by~~used in financing activities was ~~$186.1~~$55.3 million for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 as compared to net cash ~~used in~~provided by financing activities of ~~$49.0~~$34.3 million for the corresponding period of ~~2014.~~2015. In ~~2015,~~2016, we ~~received proceeds~~repurchased $52.8 million face value of ~~$210.8 million from the issuance of~~outstanding Partnership Notes ~~$185.0~~for $32.6 million ~~drawn~~of cash in the open market. The Partnership also repaid $0.3 million of the face value Promissory Note on the Partnership Revolver, $30.0 million from the issuance of 1.8 million common units in SunCoke Energy Partners, L.P and $2.3 million from the issuance of general partner interest to SunCoke. These cash inflows were partially offset by debt issuance costs of $4.5 million,March 31, 2016. Additionally, we made distributions to our unitholders of ~~$75.0~~$29.5 million ~~repurchase of $10.0 million of common units under the unit repurchase program,~~and distributions to SunCoke of ~~$2.7~~$1.3 million. The distributions were partially offset by capital contributions from SunCoke of $8.4 million from the "reimbursement holiday" and ~~the repayment of debt assumed from Suncoke and other liabilities of $149.8 million, including a redemption premium of $7.7 million.~~IDR giveback.

In the ~~nine~~three months ended ~~September 30, 2014,~~March 31, 2015, we received gross proceeds of ~~$90.5 million from the issuance of 3.2 million common units in SunCoke Energy Partners, L.P. proceeds of $268.1~~$210.8 million from the issuance of Partnership Notes. These cash inflows were partially offset by ~~the repayment of $276.3 million of long term debt, including a market premium of $11.4 million to complete the tender of certain debt, and~~ debt issuance costs of ~~$5.8 million. Additionally, we made~~$4.2 million, distributions to our unitholders of ~~$54.2~~$22.2 million, distributions to SunCoke of ~~$20.4~~$0.6 million and ~~had net repayments~~the repayment of ~~$40.0 million on the revolver.~~debt assumed from SunCoke and other liabilities of $149.5 million.

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 ~~expenditures~~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:

The following table summarizes capital expenditures for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 and ~~2014~~:2015:

Environmental remediation capital⁽¹⁾

Expansion capital - CMT⁽²⁾

~~Our~~In 2016, we expect lower ongoing capital ~~expenditures for 2015~~spending across the entire fleet and will focus our efforts on projects that are ~~expected~~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 capitalized interest and pre-funded capital projects at CMT, we expect our capital expenditures to be approximately ~~$40~~$18 million, of which includes ongoing capital expenditures ~~are expected to be~~of approximately ~~$20~~$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, the Haverhill~~Offering, and ~~Middletown Dropdown and the Granite City Dropdown~~subsequent dropdowns to fund our environmental remediation projects to comply with the expected terms of a consent decree at the Haverhill and Granite City 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. ~~We have~~The Partnership has spent approximately ~~$81~~$83 million to date and the remaining capital is expected to be spent through the first quarter of ~~2018.~~

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

~~Goodwill, which represents the excess of the purchase price over the fair value of net assets acquired is tested for impairment at least annually during the fourth quarter.~~ There were no impairments of goodwill or other intangible assets during the periods presented. All other intangible assets have finite useful lives and 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.

~~Other than the item discussed above, there~~ have been no significant changes to our accounting policies during the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016. Please refer to ~~our Current Report on Form 8-K dated April 30, 2015 and~~ our Annual Report on Form 10-K dated February ~~24, 2015~~18, 2016 for a summary of these policies.

Recent Accounting Standards

See Note 1 to our consolidated financial statements.

Non-GAAP Financial Measures

In addition to the GAAP results provided in the Quarterly Report on Form 10-Q, 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, use 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.

Adjusted EBITDA represents earnings before interest, (gain) loss on extinguishment of debt, 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~~and changes to our contingent consideration liability related to our acquisition of the CMT. Coal Logistics deferred revenue adjusts for coal and liquid tons the Partnership did not handle, but are included in Adjusted EBITDA ~~reflects~~as the ~~cash flow~~associated take-or-pay fees are billed to the customer. Deferred revenue on take-or-pay contracts is recognized into GAAP income annually based on the terms of ~~our contractual arrangements.~~the contract. 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.

Add: Adjusted EBITDA attributable to Predecessor⁽¹⁾

Add: Adjusted EBITDA attributable to Previous Owner⁽¹⁾

Add: Adjusted EBITDA attributable to noncontrolling interest⁽²⁾

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

Coal Logistics deferred revenue⁽⁴⁾⁽³⁾

Reduction of contingent consideration⁽⁴⁾

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

Below is a reconciliation of ~~2015~~2016 Estimated Adjusted EBITDA to its closest GAAP measures:

Coal Logistics deferred revenue⁽²⁾

Reduction of contingent consideration⁽²⁾

Coal Logistics deferred revenue⁽²⁾

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this Quarterly Report on Form 10-Q, including, among others, in the sections entitled “Risk Factors,” “Quantitative and Qualitative Disclosures ~~About~~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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, 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:

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 Quarterly Report on Form 10-Q are expressly qualified in their entirety by the foregoing cautionary statements.



Item 3.	Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Partnership's exposure to market risk since December 31, ~~2014.~~2015.



Item 4.	Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, the Partnership carried out an evaluation of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of ~~September 30, 2015.~~March 31, 2016. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in Partnership reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Partnership reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the Partnership's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September 30, 2015,~~March 31, 2016, the Partnership's disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

On August 12, 2015 we acquired Raven Energy LLC ~~("Raven")~~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 offrom acquisition as permitted by the Securities and Exchange Commission. Raven represents $421.1 million of total assets and $7.7 million of total revenue in the combined and consolidated financial statements of the Partnership as of and for the three months ended March 31, 2016. We are currently in the process of evaluating and integrating Raven’s internal controls over financial ~~reporting. See Note 2~~reporting and expect to complete the ~~combined and consolidated financial statements included~~integration of Raven’s internal controls in ~~this Quarterly Report on Form 10-Q for discussion of the acquisition and related financial data.~~2016. There were no changes in our internal control over financial reporting ~~(as defined in Rule 13a-15(f) under the Exchange Act)~~ that occurred during the quarter ended ~~September 30, 2015~~March 31, 2016, that ~~have~~has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Item 1.	Legal Proceedings

The information presented in Note 9 to our combined and consolidated financial statements within this Quarterly Report on Form 10-Q 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 March 31, 2016.



Item 1A.	Risk Factors

There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2014, Form 8-K filed on April 30, 2015 and Quarterly Report on Form 10-Q for the six months ended June 30,~~ 2015.



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

On July 20, 2015, the Partnership's Board of Directors authorized a ~~$50.0 million~~ program for the Partnership to repurchase ~~common units from time~~up to ~~time in open market transactions, including block trades, or in privately negotiated transactions. The Partnership repurchased $10.0~~$50.0 million of its common ~~units~~units. At March 31, 2016, there was $37.2 million available under the authorized unit repurchase program. There were no unit repurchases during the ~~three months ended September 30, 2015 receiving 634 thousand units for an average price~~first quarter of ~~$15.78 per unit, leaving $40.0 million available for future repurchase under this program.~~ 2016.

Period 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

July 1 – 31, 2015 250,000
$ 16.41
250,000
$ 45,896,724
August 1 – 31, 2015 383,776
$ 15.36
633,776
$ 40,000,011
September 1 – 30, 2015 —
$ —
—
$ 40,000,011
For the quarter ended September 30, 2015 633,776

The following exhibits are filed as part of, or incorporated by reference into, this Form 10-Q.



Exhibit Number				Description

4.1*				Fifth Supplemental Indenture, dated as of August 17, 2015, among SunCoke Energy Partners, L.P., SunCoke Energy Partners Finance Corp., the Guarantors named therein and the Bank of New York Mellon, as trustee

~~10.1~~				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

31.1*				Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*				Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*				Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*				Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

95.1*				Mine Safety Disclosures

101*				The following financial statements from SunCoke Energy Partners L.P.'s Quarterly Report on Form 10-Q for the three ~~and nine~~ months ended ~~September 30, 2015,~~March 31, 2016, filed with the Securities and Exchange Commission on ~~October~~April 27, ~~2015,~~2016, formatted in XBRL (eXtensible Business Reporting Language is attached to this report): (i) the Combined and Consolidated Statements of Income; (ii) the ~~Combined and~~ Consolidated Balance Sheets; (iii) the Combined and Consolidated Statements of Cash Flows; (iv) the ~~Combined and~~ Consolidated Statement of Equity; and, (v) the Notes to Combined and Consolidated Financial Statements.

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, in the City of Lisle, State of Illinois, on ~~October~~April 27, ~~2015.~~2016.



SunCoke Energy Partners, L.P.

By:		SunCoke Energy Partners GP LLC, its general partner

By:		/s/ Fay West
		Fay West
		Senior Vice President and Chief Financial Officer (As Principal Financial Officer and Duly Authorized Officer of SunCoke Energy Partners GP LLC)



Delaware		35-2451470
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Large accelerated filer	¨		Accelerated filer	ý
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



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



		Parent Net Equity			Common - Public			Common - SunCoke			Subordinated - SunCoke			General Partner - SunCoke			Noncontrolling Interest			Total

	(Dollars in millions)
At December 31, 2014		$	349.8		$	239.1		$	113.8		$	203.7		$	9.2		$	11.1		$	926.7
Partnership net income		0.6			19.3			8.0			17.3			4.5			5.6			55.3
Distribution to unitholders		—			(31.0		)	(13.2		)	(26.7		)	(4.1		)	—			(75.0		)
Distributions to noncontrolling interest		—			—			—			—			—			(2.7		)	(2.7		)
Unit repurchases		—			(10.0		)	—			—			—			—			(10.0		)
Issuance of units		—			75.0			98.0			—			3.7			—			176.7
Adjustments to equity for the acquisition of an interest in Granite City		—			(106.7		)	(44.6		)	(94.4		)	(5.1		)	—			(250.8		)
Allocation of parent net equity in Granite City to 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.		(78.9		)	—			—			—			—			—			(78.9		)
At September 30, 2015		$	—		$	300.4		$	209.9		$	201.5		$	13.6		$	15.9		$	741.3



Fair Value of Consideration Transferred:	(Dollars in millions)
Cash	$	193.1
Partnership common units	75.0
Assumption of Raven Energy LLC term loan	114.9
Cash withheld to fund capital expenditures	21.5
Total fair value of consideration transferred:	$	404.5


(1)	Cokemaking capacity represents stated capacity for the production of blast furnace coke. The Middletown coke sales agreement provides for coke sales on a “run of oven” basis, which includes both blast furnace coke and small coke. Middletown capacity on a “run of oven” basis is 578 thousand tons per year.


(1)	Includes capitalized interest of ~~$2.6~~$0.6 million and $0.7 million in ~~both~~ the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively.


(2)	Includes capital expenditures of $1.4 million on the ship loader expansion project paid for with pre-funded cash, which was restricted in conjunction with the acquisition of CMT and $0.6 million of interest capitalized in connection with the project.


	2015						2016
	Low			High			Low			High
Adjusted EBITDA attributable to SunCoke Energy Partners, L.P.	$	185		$	190		$	207		$	217
Add: Adjusted EBITDA attributable to noncontrolling interest⁽¹⁾	10			10			3			3
Adjusted EBITDA	$	195		$	200		$	210		$	220
Subtract:
Depreciation and amortization expense	65			65			74			74
Interest expense, net	59			59			57			53
Income tax expense (benefit)	(2		)	(2		)
Coal Logistics deferred revenue⁽²⁾	(3		)	(3		)
(Gain) loss on extinguishment of debt							(20		)	(27		)
Income tax expense							1			1
Reduction of contingent consideration⁽²⁾							(4		)	(4		)
Net income	$	76		$	81		$	102		$	123
Add:
Depreciation and amortization expense	65			65			74			74
Loss on extinguishment of debt	9			9
Gain on extinguishment of debt							(20		)	(27		)
Changes in working capital and other	(5		)	—			(7		)	(7		)
Coal Logistics deferred revenue⁽²⁾	(3		)	(3		)
Income tax expense	(2		)	(2		)
Net cash provided by operating activities	$	140		$	150		$	149		$	163



Period	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

July 1 – 31, 2015	250,000	$	16.41	250,000	$	45,896,724
August 1 – 31, 2015	383,776	$	15.36	633,776	$	40,000,011
September 1 – 30, 2015	—	$	—	—	$	40,000,011
For the quarter ended September 30, 2015	633,776