8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2009

SUNOCO, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-6841	23-1743282
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)
1735 Market Street, Suite LL, Philadelphia, PA		19103-7583
(Address of principal executive offices)		(Zip Code)

215-977-3000

Registrant’s telephone number, including area code

NOT APPLICABLE

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

The press release announcing the financial results for the Company’s 2008 fourth quarter is attached as Exhibit 99.1 and is incorporated herein by reference.

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

Item 7.01. Regulation FD Disclosure.

On February 4, 2009, Sunoco, Inc. (the “Company”) issued a press release announcing financial results for the Company’s 2008 fourth quarter. Additional information concerning the Company’s fourth quarter earnings, presented to investors in a teleconference call on February 5, 2009, is contained in a copy of the slide presentation attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated February 4, 2009.
99.2	Slide presentation given February 5, 2009 by executives of Sunoco, Inc. during investor teleconference.

Safe Harbor Statement

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sunoco, Inc.
	(Registrant)
Date: February 5, 2009	/s/ Joseph P. Krott
	Joseph P. Krott
	Comptroller
	(Principal Accounting Officer)

EX-99.1

Exhibit 99.1

News Release

Sunoco, Inc.

1735 Market Street

Philadelphia, Pa. 19103-7583

For further information contact                                 For release: IMMEDIATELY

Thomas Golembeski (media) 215-977-6298

Tom Harr (investors) 215-977-6764

No. 6-09

SUNOCO REPORTS FOURTH QUARTER 2008 RESULTS

PHILADELPHIA, February 4, 2009 — Sunoco, Inc. (NYSE: SUN) today reported net income of $204 million ($1.74 per share diluted) for the fourth quarter of 2008 versus a net loss of $9 million ($(.08) per share diluted) for the fourth quarter of 2007. Excluding special items, Sunoco had income of $313 million ($2.68 per share diluted) for the 2008 fourth quarter versus $23 million ($0.20 per share diluted) for the 2007 fourth quarter.

For the full-year 2008, Sunoco reported net income of $776 million ($6.63 per share diluted) versus $891 million ($7.43 per share diluted) for the full-year 2007. Excluding special items, income for 2008 was $874 million ($7.46 per share diluted) versus $833 million ($6.94 per share diluted) for the full-year 2007.

“Despite periods of very challenging market conditions and significant volatility in commodity prices, 2008 highlighted the strength of our diversified business portfolio,” said Lynn Elsenhans, Sunoco’s Chairman and Chief Executive Officer. “While the slowing U.S. economy and declining gasoline demand led to lower refining margins during 2008, a record contribution from our non-refining businesses resulted in year-over-year operating earnings growth for Sunoco. In addition, despite the sharp decline in crude oil prices in the second half of the year that resulted in a significant increase in working capital requirements, Sunoco’s financial position remains strong. We ended 2008 with $240 million of cash, approximately $1.4 billion of available committed borrowing capacity and a 37 percent net-debt-to-capital ratio as defined in the covenant of our revolving credit agreement.

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SUNOCO 4Q08 EARNINGS, PAGE 2

“As we enter 2009,” Elsenhans continued, “we expect a challenging market for petroleum and chemical products that reflects continued economic weakness and additional global supply. However, our non-refining businesses should continue to provide a solid base of earnings and operating cash flow. In addition, we will be focused on maintaining our financial flexibility through the disciplined execution of our capital program, improvement in our cost structure and the active pursuit of opportunities to create value within our portfolio of assets.”

DETAILS OF FOURTH QUARTER RESULTS

REFINING AND SUPPLY

Refining and Supply earned $182 million in the fourth quarter of 2008 versus $43 million in the fourth quarter of 2007. The increase in earnings came as reduced industry production related to hurricane activity and falling crude oil prices led to higher realized margins early in the quarter. Margin realization also benefited from continued efforts to optimize the economics of crude oil purchases by limiting purchases of higher-premium Nigeria-sourced crude oil grades. Partially offsetting these factors were a decline in production volumes from the fourth quarter of 2007 and a $28 million after-tax loss due to a reduction in inventories which were valued at higher costs from prior years under LIFO.

We expect that demand for refined products will continue to be impacted during 2009 by weakness in the economy and we plan to operate our refining system to meet market requirements. In January, overall crude utilization was approximately 76 percent versus 86 percent in the fourth quarter of 2008.

RETAIL MARKETING

Retail Marketing earned a record $103 million in the fourth quarter of 2008 versus $1 million in the fourth quarter of 2007. The increase in earnings was primarily due to significantly higher average retail gasoline and distillate margins that resulted from the steep decline in wholesale gasoline prices during the quarter. Partially offsetting the margin improvement was a decline in sales volumes due primarily to lower consumer demand.

Continuing its ongoing strategy to high-grade the allocation of invested capital throughout the retail network, Sunoco recently added approximately 150 Company-owned or leased sites to its Retail Portfolio Management program. Over the next two years, Sunoco expects to generate an estimated $180 million of proceeds from the divestment of these and other sites remaining in this program. From 2006 to 2008, the Company generated $133 million of divestment proceeds and $34 million of after-tax gains related to the sale of 181 sites.

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SUNOCO 4Q08 EARNINGS, PAGE 3

CHEMICALS

The Chemicals segment had a loss of $4 million in the fourth quarter of 2008 versus a loss of $2 million in the prior-year period. The lower results were attributable to a $12 million after-tax provision to write down Chemicals’ polymers inventory to market value. Excluding this item, income increased $10 million from last year’s fourth quarter due to higher margins, primarily for phenol, partially offset by lower sales volumes. However, despite large declines in feedstock costs in the fourth quarter, chemicals margins exited 2008 under considerable pressure due to weak industry demand. This weakness is expected to continue into the first quarter. Sunoco recently announced its intention to permanently close its 400 million pounds-per-year polypropylene manufacturing facility located in Bayport, TX no later than April 30, 2009.

LOGISTICS

Earnings for the Logistics segment were $29 million in the fourth quarter of 2008 versus $12 million in the fourth quarter of 2007. The increase in earnings was due to record results from Sunoco Logistics Partners L.P. (NYSE: SXL) which benefitted from higher lease acquisition income, increased pipeline fees across their system and higher crude pipeline volumes.

COKE

The Coke business earned $28 million in the fourth quarter of 2008 versus a loss of $2 million in the fourth quarter of 2007. The increase in earnings was due primarily to increased price realizations from coal and coke production at the Jewell facility. Results were limited later in the quarter by declining coal prices and lower third-party coal sales at Jewell, factors which are expected to continue into early 2009.

CORPORATE AND OTHER

Corporate administrative expenses were $20 million after tax in the current quarter versus $23 million after tax in the fourth quarter of 2007.

Net financing expenses were $5 million after tax in the fourth quarter of 2008 versus $6 million after tax in the fourth quarter of 2007.

SPECIAL ITEMS

During the fourth quarter of 2008, Sunoco recorded an $85 million after-tax provision to write down to estimated fair value its Tulsa, OK refinery, which it intends to sell or convert to a terminal by the end of 2009; recorded a $35 million after-tax provision to write down to estimated fair value its Bayport, TX polypropylene plant; and recorded a $19 million after-tax provision to write off goodwill pertaining to its polypropylene business. During the fourth quarter of 2008, Sunoco also recorded a $16 million after-tax gain related to certain income tax matters and a $14 million after-tax gain resulting from the correction of an error in the computation of a gain recorded in 2007 related to the prior issuance of SXL limited partnership units to the public.

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During the fourth quarter of 2007, Sunoco recorded an $8 million after-tax provision to write off a previously idled phenol line at Chemicals’ Haverhill, OH plant which will not be re-started; recorded a $7 million after-tax loss related to the sale of Chemicals’ Neville Island, PA terminal facility, which included an accrual for enhanced pension benefits associated with employee terminations and for other required exit costs; and recorded a $17 million after-tax accrual related to the settlement of certain MTBE litigation.

Sunoco, Inc., headquartered in Philadelphia, PA, is a leading manufacturer and marketer of petroleum and petrochemical products. With 910 thousand barrels per day of refining capacity, approximately 4,700 retail sites selling gasoline and convenience items, approximately 6,000 miles of crude oil and refined product owned and operated pipelines and 43 product terminals, Sunoco is one of the largest independent refiner-marketers in the United States. Sunoco is a significant manufacturer of petrochemicals with annual sales of approximately five billion pounds, largely chemical intermediates used to make fibers, plastics, film and resins. Utilizing a unique, patented technology, Sunoco’s cokemaking facilities in the United States have the capacity to manufacture approximately 3.0 million tons annually of high-quality metallurgical-grade coke for use in the steel industry. Sunoco also is the operator of, and has an equity interest in, a 1.7 million tons-per-year cokemaking facility in Vitória, Brazil.

Anyone interested in obtaining further insights into the fourth quarter’s results can monitor the Company’s quarterly teleconference call, which is scheduled for 3:00 p.m. ET on February 5, 2009. It can be accessed through Sunoco’s website - www.SunocoInc.com. It is suggested that you visit the site prior to the teleconference to ensure that you have downloaded any necessary software.

Those statements made in this release that are not historical facts are forward-looking statements intended to be covered by the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Sunoco believes that the assumptions underlying these statements are reasonable, investors are cautioned that such forward-looking statements are inherently uncertain and necessarily involve risks that may affect Sunoco’s business prospects and performance, causing actual results to differ materially from those discussed in this release. Such risks and uncertainties include, by way of example and not of limitation: general economic, financial and business conditions which could affect Sunoco’s financial condition and results of operations; changes in competition and competitive practices, including the impact of foreign imports; effects of weather conditions and natural disasters on the Company’s operating facilities and on product supply and demand; changes in refining, marketing and chemical margins; changes in coal and coke prices; variation in crude oil and petroleum-based commodity prices and availability of crude

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oil and feedstock supply or transportation; effects of transportation disruptions; changes in the price differentials between light-sweet and heavy-sour crude oils; changes in the marketplace which may affect supply and demand for Sunoco’s products; changes in the level of capital expenditures or operating expenses; changes in product specifications; availability and pricing of ethanol; changes in the level of environmental capital, operating or remediation expenditures; age of, and changes in the reliability, efficiency and capacity of, the Company’s operating facilities or those of third parties; effects of adverse events relating to the operation of the Company’s facilities and to the transportation and storage of hazardous materials (including equipment malfunction, explosions, fires, spills, and the effects of severe weather conditions); risks related to labor relations and workplace safety; changes in, or new, statutes and government regulations or their interpretations, including those relating to the environment and global warming; changes in accounting rules and/or tax laws or their interpretations, including the method of accounting for inventories and pensions; ability to identify acquisitions, execute them under favorable terms and integrate them into the Company’s existing businesses; ability to effect divestitures under favorable terms; ability to enter into joint ventures and other similar arrangements under favorable terms; delays and/or costs related to construction, improvements and/or repairs of facilities (including shortages of skilled labor, the issuance of applicable permits and inflation); nonperformance or force majeure by, or disputes with, major customers, suppliers, dealers, distributors or other business partners; changes in credit terms required by suppliers; changes in financial markets impacting pension expense and funding requirements; political and economic conditions in the markets in which the Company, its suppliers or customers operate, including the impact of potential terrorist acts and international hostilities; military conflicts between, or internal instability in, one or more oil producing countries, governmental actions and other disruptions in the ability to obtain crude oil; changes in the availability and cost of equity and debt financing, including amounts under the Company’s revolving credit facilities; performance of financial institutions impacting the Company’s liquidity, including those supporting the Company’s revolving credit and accounts receivable securitization facilities; changes in the credit ratings assigned to the Company’s debt securities or credit facilities; changes in insurance markets impacting costs and the level and types of coverage available, and the financial ability of the Company’s insurers to meet their obligations; and changes in the status of, or initiation of new, litigation, arbitration or other proceedings to which the Company is a party or liability resulting from such litigation, arbitration or other proceedings, including natural resource damage claims. These and other applicable risks and uncertainties have been described more fully in Sunoco’s Third Quarter 2008 Form 10-Q filed with the Securities and Exchange Commission on November 6, 2008 and in other periodic reports filed with the Securities and Exchange Commission. Sunoco undertakes no obligation to update any forward-looking statements in this release, whether as a result of new information or future events.

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Sunoco, Inc.

2008 Fourth Quarter and Twelve-Month Financial Summary

(Unaudited)

Fourth Quarter	2008		2007
Revenues	$	9,140,000,000	$	13,162,000,000
Net Income (Loss)	$	204,000,000	$	(9,000,000	)
Earnings (Loss) Per Share of Common Stock:
Basic	$	1.75	$	(.08	)
Diluted	$	1.74	$	(.08	)
Weighted-Average Number of Shares Outstanding (In Millions):
Basic		116.9		117.6
Diluted		117.0		117.6
Twelve Months
Revenues	$	54,146,000,000	$	44,728,000,000
Net Income	$	776,000,000	$	891,000,000
Earnings Per Share of Common Stock:
Basic	$	6.63	$	7.44
Diluted	$	6.63	$	7.43
Weighted-Average Number of Shares Outstanding (In Millions):
Basic		117.0		119.7
Diluted		117.1		120.0

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Sunoco, Inc.

Earnings Profile of Sunoco Businesses (after tax)

(Millions of Dollars, Except Per-Share Amounts)

(Unaudited)

	Three Months Ended December 31
	2008			2007			Variance
Refining and Supply	$	182		$	43		$	139
Retail Marketing		103			1			102
Chemicals		(4	)		(2	)		(2	)
Logistics		29			12			17
Coke		28			(2	)		30
Corporate and Other:
Corporate expenses		(20	)		(23	)		3
Net financing expenses and other		(5	)		(6	)		1
		313			23			290
Special items		(109	)		(32	)		(77	)
Consolidated net income (loss)	$	204		$	(9	)	$	213
Earnings per share of common stock (diluted):
Income before special items	$	2.68		$	.20		$	2.48
Special items		(.94	)		(.28	)		(.66	)
Net income (loss)	$	1.74		$	(.08	)	$	1.82

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Sunoco, Inc.

Earnings Profile of Sunoco Businesses (after tax)

(Millions of Dollars, Except Per-Share Amounts)

(Unaudited)

	Twelve Months Ended December 31
	2008			2007			Variance
Refining and Supply	$	515		$	772		$	(257	)
Retail Marketing		201			69			132
Chemicals		36			26			10
Logistics		85			45			40
Coke		105			29			76
Corporate and Other:
Corporate expenses		(46	)		(67	)		21
Net financing expenses and other		(22	)		(41	)		19
		874			833			41
Special items		(98	)		58			(156	)
Consolidated net income	$	776		$	891		$	(115	)
Earnings per share of common stock (diluted):
Income before special items	$	7.46		$	6.94		$	.52
Special items		(.83	)		.49			(1.32	)
Net income	$	6.63		$	7.43		$	(.80	)

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Sunoco, Inc.

Financial and Operating Statistics (Unaudited)

	For the Three Months Ended December 31				For the Twelve Months Ended December 31
	2008		2007		2008		2007
TOTAL REFINING AND SUPPLY
Income (Millions of Dollars)	$	182	$	43	$	515	$	772
Realized Wholesale Margin* (Per Barrel of Production Available for Sale)	$	9.52	$	5.95	$	8.77	$	8.87
Crude Inputs as Percent of Crude Unit Rated Capacity**		86		97		86		92
Throughputs (Thousand Barrels Daily):
Crude Oil		785.7		883.2		783.3		834.7
Other Feedstocks		89.3		83.0		84.8		80.0
Total Throughputs		875.0		966.2		868.1		914.7
Products Manufactured (Thousand Barrels Daily):
Gasoline		407.5		459.6		399.9		439.2
Middle Distillates		313.1		345.1		316.2		314.4
Residual Fuel		60.2		67.3		56.4		66.6
Petrochemicals		30.9		39.9		34.5		37.2
Lubricants		10.4		11.5		11.4		11.6
Other		86.6		82.6		82.1		80.4
Total Production		908.7		1,006.0		900.5		949.4
Less: Production Used as Fuel in Refinery Operations		41.2		44.0		40.5		43.4
Total Production Available for Sale		867.5		962.0		860.0		906.0

* Wholesale sales revenue less related cost of crude oil, other feedstocks, product purchases and terminalling and transportation divided by production available for sale.

** Reflects the impact of a 10 thousand barrels-per-day increase in crude unit capacity in MidContinent Refining in July 2007 attributable to a crude unit debottleneck project at the Toledo refinery.

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SUNOCO 4Q08 EARNINGS, PAGE 10

Sunoco, Inc.

Financial and Operating Statistics (Unaudited)

	For the Three Months Ended December 31				For the Twelve Months Ended December 31
	2008		2007		2008		2007
Northeast Refining*
Realized Wholesale Margin (Per Barrel of Production Available for Sale)	$	9.49	$	5.55	$	8.90	$	7.38
Market Benchmark 6-3-2-1 (Value Added) (Per Barrel)	$	7.52	$	6.99	$	9.01	$	9.43
Crude Inputs as Percent of Crude Unit Rated Capacity		88		99		87		93
Throughputs (Thousand Barrels Daily):
Crude Oil		579.6		646.8		566.7		611.2
Other Feedstocks		80.1		73.5		75.7		70.2
Total Throughputs		659.7		720.3		642.4		681.4
Products Manufactured (Thousand Barrels Daily):
Gasoline		318.1		344.8		304.0		326.4
Middle Distillates		228.7		259.7		230.9		237.8
Residual Fuel		56.1		62.4		51.8		62.2
Petrochemicals		26.6		31.7		28.5		28.9
Other		55.4		49.3		50.6		49.3
Total Production		684.9		747.9		665.8		704.6
Less: Production Used as Fuel in Refinery Operations		31.1		32.4		29.9		32.1
Total Production Available for Sale		653.8		715.5		635.9		672.5
MidContinent Refining**
Realized Wholesale Margin (Per Barrel of Production Available for Sale)	$	9.60	$	7.10	$	8.38	$	13.17
Market Benchmark 3-2-1 (Per Barrel)	$	4.29	$	7.71	$	9.49	$	16.03
Crude Inputs as Percent of Crude Unit Rated Capacity***		81		93		85		89
Throughputs (Thousand Barrels Daily):
Crude Oil		206.1		236.4		216.6		223.5
Other Feedstocks		9.2		9.5		9.1		9.8
Total Throughputs		215.3		245.9		225.7		233.3

* Comprised of the Marcus Hook, Philadelphia and Eagle Point refineries.

** Comprised of the Toledo and Tulsa refineries.

*** Reflects the impact of a 10 thousand barrels-per-day increase in crude unit capacity in July 2007 attributable to a crude unit debottleneck project at the Toledo refinery.

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SUNOCO 4Q08 EARNINGS, PAGE 11

Sunoco, Inc.

Financial and Operating Statistics (Unaudited)

	For the Three Months Ended December 31						For the Twelve Months Ended December 31
	2008			2007			2008			2007
MidContinent Refining (continued)
Products Manufactured (Thousand Barrels Daily):
Gasoline		89.4			114.8			95.9			112.8
Middle Distillates		84.4			85.4			85.3			76.6
Residual Fuel		4.1			4.9			4.6			4.4
Petrochemicals		4.3			8.2			6.0			8.3
Lubricants		10.4			11.5			11.4			11.6
Other		31.2			33.3			31.5			31.1
Total Production		223.8			258.1			234.7			244.8
Less: Production Used as Fuel in Refinery Operations		10.1			11.6			10.6			11.3
Total Production Available for Sale		213.7			246.5			224.1			233.5
RETAIL MARKETING
Income (Millions of Dollars)	$	103		$	1		$	201		$	69
Retail Margin* (Per Barrel):
Gasoline	$	9.61		$	3.24		$	6.30		$	3.92
Middle Distillates	$	10.86		$	5.61		$	7.20		$	5.05
Sales (Thousand Barrels Daily):
Gasoline		284.2			294.6			287.4			301.0
Middle Distillates		38.3			38.4			37.7			40.6
		322.5			333.0			325.1			341.6
Total Retail Gasoline Outlets, End of Period		4,720			4,684			4,720			4,684
Gasoline and Diesel Throughput per Company- Owned or Leased Outlet (M Gal/Site/Month)		143			152			147			150
Convenience Stores:
Total Stores, End of Period		703			720			703			720
Merchandise Sales (M$/Store/Month)	$	81		$	85		$	83		$	85
Merchandise Margin (Company Operated) (% of Sales)		27	%		28	%		27	%		27	%

* Retail sales price less related wholesale price and terminalling and transportation costs per barrel. The retail sales price is the weighted-average price received through the various branded marketing distribution channels.

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SUNOCO 4Q08 EARNINGS, PAGE 12

Sunoco, Inc.

Financial and Operating Statistics (Unaudited)

	For the Three Months Ended December 31						For the Twelve Months Ended December 31
	2008			2007			2008		2007
CHEMICALS
Income (Loss) (Millions of Dollars)	$	(4	)	$	(2	)	$	36	$	26
Margin* (Cents per Pound):
All Products**		11.2			8.9			10.7		9.8
Phenol and Related Products		11.7			7.9			9.6		8.5
Polypropylene**		10.9			10.4			12.1		11.6
Sales (Millions of Pounds):
Phenol and Related Products		477			639			2,274		2,508
Polypropylene		542			550			2,204		2,297
Other		8			19			65		80
		1,027			1,208			4,543		4,885

* Wholesale sales revenue less cost of feedstocks, product purchases and related terminalling and transportation divided by sales volumes.

** The polypropylene and all products margins include the impact of a long-term supply contract with Equistar Chemicals, L.P. which is priced on a cost-based formula that includes a fixed discount.

LOGISTICS
Income (Millions of Dollars)	$	29		$	12		$	85		$	45
Pipeline and Terminal Throughput (Thousand Barrels Daily)*:
Unaffiliated Customers		1,269			1,096			1,221			1,137
Affiliated Customers		1,631			1,721			1,587			1,665
		2,900			2,817			2,808			2,802
*  Excludes joint-venture operations.
COKE
Income (Loss) (Millions of Dollars)	$	28		$	(2	)	$	105		$	29
Coke Production (Thousands of Tons):
United States		706	*		617			2,626	*		2,469
Brazil**		381			419			1,581			1,091

* Includes amounts attributable to an expansion site at SunCoke Energy’s Haverhill plant that doubled this facility’s cokemaking capacity to 1.1 million tons of coke per year. Limited operations from this site commenced in July 2008 with full operations expected in the second quarter of 2009.

** Represents amounts attributable to the facility in Vitória, Brazil which commenced operations in March 2007.

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SUNOCO 4Q08 EARNINGS, PAGE 13

Sunoco, Inc.

Financial and Operating Statistics (Unaudited)

	For the Three Months Ended December 31						For the Twelve Months Ended December 31
	2008			2007			2008			2007
CAPITAL PROGRAM (Millions of Dollars)
Refining and Supply	$	160		$	138		$	652		$	700
Retail Marketing		55			46			128			111
Chemicals		17			43	*		49			84	*
Logistics		242	**		35			330	**		120
Coke		105			98	***		312			221	***
	$	579		$	360		$	1,471		$	1,236
*       Includes $18 million acquisition of the minority interest in the Epsilon Products Company, LLC polypropylene operations. **     Includes $185 million acquisition from ExxonMobil of a refined products pipeline system and related storage facilities in Texas and Louisiana. ***  Includes $39 million investment in the cokemaking operations in Vitória, Brazil.
DEPRECIATION, DEPLETION AND AMORTIZATION (Millions of Dollars)
Refining and Supply	$	69		$	64		$	267		$	240
Retail Marketing		30			28			110			108
Chemicals		17			19			67			75
Logistics		11			9			46			37
Coke		7			5			25			20
	$	134		$	125		$	515		$	480

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SUNOCO 4Q08 EARNINGS, PAGE 14

Sunoco, Inc.

Earnings Profile of Sunoco Businesses (after tax)

(Millions of Dollars, Except Per-Share Amounts)

(Unaudited)

	2007
	1st			2nd			3rd			4th			Total
Refining and Supply	$	76		$	482		$	171		$	43		$	772
Retail Marketing		7			30			31			1			69
Chemicals		9			6			13			(2	)		26
Logistics		9			10			14			12			45
Coke		11			13			7			(2	)		29
Corporate and Other:
Corporate expenses		(15	)		(18	)		(11	)		(23	)		(67	)
Net financing expenses and other		(12	)		(14	)		(9	)		(6	)		(41	)
		85			509			216			23			833
Special items		90			—			—			(32	)		58
Consolidated net income (loss)	$	175		$	509		$	216		$	(9	)	$	891
Earnings (loss) per share of common stock (diluted):
Income before special items	$	.70		$	4.20		$	1.81		$	.20		$	6.94
Special items		.74			—			—			(.28	)		.49
Net income (loss)	$	1.44		$	4.20		$	1.81		$	(.08	)	$	7.43

- more -

SUNOCO 4Q08 EARNINGS, PAGE 15

Sunoco, Inc.

Earnings Profile of Sunoco Businesses (after tax)

(Millions of Dollars, Except Per-Share Amounts)

(Unaudited)

	2008
	1st			2nd			3rd			4th			Total
Refining and Supply	$	(123	)	$	32		$	424		$	182		$	515
Retail Marketing		26			—			72			103			201
Chemicals		18			3			19			(4	)		36
Logistics		15			21			20			29			85
Coke		25			23			29			28			105
Corporate and Other:
Corporate expenses		(17	)		(11	)		2			(20	)		(46	)
Net financing expenses and other		(3	)		(7	)		(7	)		(5	)		(22	)
		(59	)		61			559			313			874
Special Items		—			21			(10	)		(109	)		(98	)
Consolidated net income (loss)	$	(59	)	$	82		$	549		$	204		$	776
Earnings (loss) per share of common stock (diluted):
Income (loss) before special items	$	(.50	)	$	.52		$	4.78		$	2.68		$	7.46
Special items		—			.18			(.08	)		(.94	)		(.83	)
Net income (loss)	$	(.50	)	$	.70		$	4.70		$	1.74		$	6.63

- more -

SUNOCO 4Q08 EARNINGS, PAGE 16

Sunoco, Inc.

Consolidated Statements of Operations

(Millions of Dollars)

(Unaudited)

	2007
	1st			2nd			3rd			4th			Total
REVENUES
Sales and other operating revenue (including consumer excise taxes)	$	9,135		$	10,724		$	11,475		$	13,136		$	44,470
Interest income		5			4			7			9			25
Gain related to issuance of Sunoco Logistics Partners L.P. limited partnership units		151			—			—			—			151
Other income, net		14			36			15			17			82
		9,305			10,764			11,497			13,162			44,728
COSTS AND EXPENSES
Cost of products sold and operating expenses		7,988			8,865			10,078			12,040			38,971
Consumer excise taxes		641			669			673			644			2,627
Selling, general and administrative expenses		221			236			221			274			952
Depreciation, depletion and amortization		115			117			123			125			480
Payroll, property and other taxes		37			30			36			32			135
Provision for asset write-downs and other matters		—			—			—			53			53
Interest cost and debt expense		35			32			29			31			127
Interest capitalized		(9	)		(5	)		(5	)		(7	)		(26	)
		9,028			9,944			11,155			13,192			43,319
Income (loss) before income tax expense (benefit)		277			820			342			(30	)		1,409
Income tax expense (benefit)		102			311			126			(21	)		518
Net income (loss)	$	175		$	509		$	216		$	(9	)	$	891

- more -

SUNOCO 4Q08 EARNINGS, PAGE 17

Sunoco, Inc.

Consolidated Statements of Operations

(Millions of Dollars)

(Unaudited)

	2008
	1st			2nd			3rd			4th			Total
REVENUES
Sales and other operating revenue (including consumer excise taxes)	$	12,796		$	16,061		$	16,092		$	9,103		$	54,052
Interest income		9			3			4			1			17
Gain related to issuance of Sunoco Logistics Partners L.P. limited partnership units		—			—			—			23			23
Other income, net		8			20			13			13			54
		12,813			16,084			16,109			9,140			54,146
COSTS AND EXPENSES
Cost of products sold and operating expenses		11,935			14,951			14,155			7,537			48,578
Consumer excise taxes		590			635			645			624			2,494
Selling, general and administrative expenses		198			222			235			283			938
Depreciation, depletion and amortization		128			124			129			134			515
Payroll, property and other taxes		42			34			39			33			148
Provision for asset write-downs and other matters		—			(18	)		17			229			228
Interest cost and debt expense		28			28			27			28			111
Interest capitalized		(9	)		(8	)		(9	)		(13	)		(39	)
		12,912			15,968			15,238			8,855			52,973
Income (loss) before income tax expense (benefit)		(99	)		116			871			285			1,173
Income tax expense (benefit)		(40	)		34			322			81			397
Net income (loss)	$	(59	)	$	82		$	549		$	204		$	776

- more -

SUNOCO 4Q08 EARNINGS, PAGE 18

Sunoco, Inc.

Consolidated Balance Sheets

(Millions of Dollars)

(Unaudited)

	At December 31 2008		At December 31 2007
ASSETS
Current Assets
Cash and cash equivalents	$	240	$	648
Accounts and notes receivable, net		1,636		2,710
Inventories		821		1,150
Deferred income taxes		138		130
Total Current Assets		2,835		4,638
Investments and long-term receivables		173		175
Properties, plants and equipment, net		7,799		7,039
Deferred charges and other assets		343		574
Total Assets	$	11,150	$	12,426
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	3,140	$	5,443
Short-term borrowings		310		—
Current portion of long-term debt		148		4
Taxes payable		339		193
Total Current Liabilities		3,937		5,640
Long-term debt		1,705		1,724
Retirement benefit liabilities		836		525
Deferred income taxes		859		1,027
Other deferred credits and liabilities		533		538
Minority interests		438		439
Shareholders’ equity		2,842		2,533
Total Liabilities and Shareholders’ Equity	$	11,150	$	12,426

- more -

SUNOCO 4Q08 EARNINGS, PAGE 19

Sunoco, Inc.

Consolidated Statements of Cash Flows

(Millions of Dollars)

(Unaudited)

	For the Twelve Months Ended December 31
	2008			2007
INCREASES (DECREASES) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	776		$	891
Adjustments to reconcile net income to net cash provided by operating activities:
Gain related to issuance of Sunoco Logistics Partners L.P. limited partnership units		(23	)		(151	)
Provision for asset write-downs and other matters		228			53
Depreciation, depletion and amortization		515			480
Deferred income tax expense		15			186
Minority interest share of Sunoco Logistics Partners L.P. income		94			56
Payments in excess of expense for retirement plans		(31	)		(32	)
Changes in working capital pertaining to operating activities		(756	)		874
Other		18			10
Net cash provided by operating activities		836			2,367
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(1,286	)		(1,179	)
Acquisitions		(185	)		—
Investment in Brazilian cokemaking operations		—			(39	)
Proceeds from divestments		21			69
Other		49			(44	)
Net cash used in investing activities		(1,401	)		(1,193	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (repayments of) short-term borrowings		207			(275	)
Net proceeds from issuance of long-term debt		343			280
Repayments of long-term debt		(115	)		(264	)
Purchase of minority interests		—			(18	)
Cash distributions to investors in cokemaking operations		(31	)		(36	)
Cash distributions to investors in Sunoco Logistics Partners L.P.		(61	)		(55	)
Cash dividend payments		(138	)		(129	)
Purchases of common stock for treasury		(49	)		(300	)
Other		1			8
Net cash provided by (used in) financing activities		157			(789	)
Net increase (decrease) in cash and cash equivalents		(408	)		385
Cash and cash equivalents at beginning of period		648			263
Cash and cash equivalents at end of period	$	240		$	648

-END OF SUNOCO 4Q08 EARNINGS REPORT-

EX-99.2

4Q08 Earnings Conference Call

February 5, 2009

1

Exhibit 99.2

2008 Summary

2

FY 2008

Net income before special items of $874MM ($7.46/share)*

Benefited from sharp second-half decline in crude oil prices

Improvement in refinery feedstock flexibility and production

yield optimization

Record total contribution from non-refining businesses

4Q08

Net income before special items of $313MM ($2.68/share)*

Refining margins strong early in the quarter

Record contribution from Retail Marketing

* For reconciliation to Net Income, see Slide 12.

Income

Before

Special

Items

*

,

MM$

2004

2005

2006

2007

2008

Refining & Supply

541

947

881

772

515

Non-Refining

233

194

205

169

427

Corp. & Net Fin.

(145)

(129)

(107)

(108)

(68)

   Income Before 

     Special Items

629

1,012

979

833

874

EPS (Diluted),

Before Special Items

4.20

7.36

7.59

6.94

7.46

3

874

833

979

1,012

629

$0

$200

$400

$600

$800

$1,000

$1,200

* For reconciliation to Net Income, see Slide 11.

Income

(Loss)

Before

Special

Items

*

,

MM$

4Q07

1Q08

2Q08

3Q08

4Q08

Refining & Supply

  43

(123)

  32

  424

182

Non-Refining

   9

  84

  47

  140

156

Corp. & Net Fin.

  (29)

  (20)

  (18)

   (5)

  (25)

Income (Loss)  

Before Special Items

  23

  (59)

  61

559

313

EPS (Diluted),

Before Special Items

0.20

(0.50)

0.52

4.78

2.68

4

23

(59)

61

559

313

($150)

$0

$150

$300

$450

$600

$750

* For reconciliation to Net Income (Loss), see Slide 12.

Refining & Supply Summary –

4Q08

5

4Q08 Earnings* of $182MM

Strongest fourth-quarter result since 4Q05

Margin realization benefited from falling crude oil prices

and continued feedstock optimization efforts

86% crude unit utilization with limitations mainly due to

economic conditions

Outlook

Product demand continues to be lower than prior-year

levels due to weakness in economy

Expect to match operations to market demand

expectations…

76% crude unit utilization in January 2009

* Business Unit Net Income after tax. For reconciliation to Net Income, see Slide 12.

(0.31)

(1.35)

(2.21)

(0.70)

7.58

-4.00

-2.00

0.00

2.00

4.00

6.00

8.00

10.00

4Q07

1Q08

2Q08

3Q08

4Q08

2.40

2.92

5.81

(1.20)

(0.93)

-4.00

-2.00

0.00

2.00

4.00

6.00

8.00

4Q07

1Q08

2Q08

3Q08

4Q08

6

Crude Cost vs. Dated Brent +$1.25/B

1.04

2.02

2.16

0.64

0.96

0.00

0.50

1.00

1.50

2.00

2.50

3.00

4Q07

1Q08

2Q08

3Q08

4Q08

Products vs. VA Benchmark, $/B

Refining Margins vs. Benchmarks*

Northeast System

0.30

1.56

3.01

1.40

2.27

0.00

1.00

2.00

3.00

4.00

4Q07

1Q08

2Q08

3Q08

4Q08

Products vs. Benchmark, $/B

Crude Cost vs. WTI +$0.75/B

MidContinent

System

* Northeast 6-3-2-1 Value-Added

Benchmark.  MidContinent

3-2-1 Benchmark.  For definitions, see Slide 21.

Non-Refining Business Income* -

4Q08

7

Retail Marketing –

Earnings of $103MM

Quarterly record as sharp fall in wholesale gasoline

prices led to expanded margins

Retail gasoline margins have declined so far in 1Q09

Chemicals –

Loss of $4MM

Includes $12MM after-tax inventory writedown

Lower industry demand driven by weak economic

conditions…

expected to continue in 1Q09

Logistics –

Earnings of $29MM

Record performance of Sunoco Logistics Partners L.P.

(NYSE: SXL)   

Coke –

Earnings of $28MM

1Q09 earnings expected to be lower due to lower

contract coal prices and lower third-party coal sales

* Business Unit Net Income after tax. For reconciliation to Net Income, see slide 12.

Net Debt-to-Capital Ratio*

*   Revolver Covenant basis.  For calculation, see Slide 20.

**  Includes $515MM, $525MM and $748MM at 12/31/07, 9/30/08 and 12/31/08,

respectively, attributable to Sunoco Logistics Partners L.P. (NYSE: SXL)

8

12/31/07

9/30/08

12/31/08

Total Debt**

1,731

1,736

2,165

Cash

648

327

240

Net Debt

1,083

1,409

1,925

SXL Minority Interest

356

374

367

Shareholders’

Equity

2,533

2,973

2,842

Total Capital, MM$

3,972

4,756

5,134

Net Debt / Capital Ratio, %*

27%

30%

37%

-

0.5

1.0

1.5

2.0

2.5

12/31/2007

9/30/2008

12/31/2008

Cash

Available Committed

Borrowing Capacity*

Liquidity, B$

2.1

2.1

1.6

*   Includes $0.3 billion, $0.4 billion and $0.2 billion at 12/31/07, 9/30/08 and 12/31/08,

respectively, attributable to Sunoco Logistics Partners L.P. (NYSE: SXL)

9

Appendix

10

Earnings Profile

11

FY04

FY05

FY06

FY07

FY08

Net Income (MM$ after tax):

Refining & Supply

541

947

881

772

515

Retail Marketing

68

30

76

69

201

Chemicals

94

94

43

26

3

6

Logistics

31

22

36

45

85

Coke

40

48

50

29

105

Corporate Expenses

(67)

(84)

(58)

(67)

(46)

Net Financing Expenses & Other

(78)

(45)

(49)

(41)

(22)

Income Before Special Items

629

1,012

979

833

874

Special Items

(24)

(38)

-

58

(98)

Total Net Income

605

974

979

891

776

EPS (Diluted), Income Before

Special Items

4.20

7.36

7.59

6.94

7.46

EPS (Diluted), Net Income

4.04

7.08

7.59

7.43

6.63

Earnings Profile

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

Net Income (Loss) (MM$ after tax):

   Refining & Supply

43

772

(123)

32

424

182

515

   Retail Marketing

1

69

26

  -

72

103

201

   Chemicals

(2)

26

18

3

19

(4)

36

   Logistics

12

45

15

21

20

29

85

   Coke

(2)

29

25

23

29

28

105

   Corporate Expenses

(23)

(67)

(17)

(11)

2

(20)

(46)

   Net Financing Expenses & Other

(6)

(41)

(3)

(7)

(7)

(5)

(22)

     Income(Loss) Before Special Items

23

833

(59)

61

559

313

874

         Special Items

(32)

58

    -

21

(10)

(109)

(98)

    Total Net Income (Loss)

(9)

891

(59)

82

549

204

776

EPS (Diluted), Income (Loss)

  Before Special Items

0.20

6.94

(0.50)

0.52

4.78

2.68

7.46

EPS (Diluted), Net Income (Loss)

(0.08)

7.43

(0.50)

0.70

4.70

1.74

6.63

12

2008 Special Items, MM$ after tax

13

2Q08

$10 MM –

Gains on income tax matters

$11

MM –

Insurance recovery related to MTBE litigation

$21 MM

3Q08

($10)MM –

Write off of Tulsa refinery capital project

4Q08

($85)MM –

Write down of Tulsa refinery

($35)MM –

Write down of Bayport chemical plant

($19)MM –

Write off of polypropylene business goodwill

$14 MM –

Gain related to prior SXL unit issuances

$16

MM –

Gain on income tax matters

($109) MM

Key Margin Indicators

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

Refining & Supply, $/B

   Realized Northeast

5.55

7.38

3.50

7.13

15.20

9.49

8.90

   Realized MidContinent

7.10

13.17

3.21

6.80

13.41

9.60

8.38

      Realized Total R&S

5.95

8.87

3.43

7.04

14.72

9.52

8.77

Retail Marketing, cpg

   Gasoline

7.7

9.3

11.1

7.4

18.7

22.9

15.0

   Distillate

13.3

12.0

17.0

11.3

14.1

25.8

17.1

Chemicals, cpp

   Phenol and Related

7.9

8.5

9.2

7.5

10.6

11.7

9.6

   Polypropylene

10.4

11.6

12.5

11.2

14.0

10.9

12.1

      Total Chemicals

8.9

9.8

10.6

9.1

12.0

11.2

10.7

Dated Brent Crude Oil, $/B

88.69

72.52

96.90

121.38

114.78

54.91

96.99

Natural Gas, $/DT

7.39

7.12

8.75

11.48

8.95

6.41

   8.90

14

Realized Refining Margins vs. Benchmark, $/B

15

* Northeast 6-3-2-1 Value-Added

Benchmark.  MidContinent

3-2-1 Benchmark.  For definitions, see Slide 21.

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

Northeast Refining

  Realized Margin

5.55

7.38

3.50

7.13

15.20

9.49

8.90

   6-3-2-1  VA*

6.99

9.43

5.78

10.78

11.98

7.52

9.01

      Differential

(1.44)

(2.05)

(2.28)

(3.65)

3.22

1.97

(0.11)

  Actual vs. Benchmark:

   Crude

(2.40)

(2.80)

(2.92)

(5.81)

1.20

0.93

(1.07)

   Product

0.96

0.75

0.64

2.16

2.02

1.04

0.96

      Differential

(1.44)

(2.05)

(2.28)

(3.65)

3.22

1.97

(0.11)

MidContinent Refining

   Realized Margin

7.10

13.17

3.21

6.80

13.41

9.60

8.38

   3-2-1 Benchmark*

7.71

16.03

6.12

12.02

15.51

4.29

9.49

      Differential

(0.61)

(2.86)

(2.91)

(5.22)

(2.10)

5.31

(1.11)

  Actual vs. Benchmark:

   Crude

(0.30)

(1.55)

(1.56)

(3.01)

(1.40)

(2.27)

(2.93)

   Product

(0.31)

(1.31)

(1.35)

(2.21)

(0.70)

7.58

1.82

      Differential

(0.61)

(2.86)

(2.91)

(5.22)

(2.10)

5.31

(1.11)

Key Volume Indicators

16

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

Refining & Supply

Northeast:

Crude Throughputs, MB/D

647

611

570

544

574

580

567

% Capacity

99

93

87

83

88

88

87

Net Prod. Available for Sale, MB/D

716

673

633

610

646

654

636

MidContinent:

Crude Throughputs, MB/D

236

224

208

222

230

206

216

% Capacity

93

89

82

87

90

81

85

Net Prod. Available for Sale, MB/D

246

233

215

230

238

214

224

Total Refining & Supply:

Crude Throughputs, MB/D

883

835

778

766

804

786

783

% Capacity

97

92

85

84

88

86

86

Net Prod. Available for Sale, MB/D

962

906

848

840

884

868

860

Net Prod. Available for Sale, MMB

88

331

77

76

82

80

315

Refining & Supply –

Products Manufactured

17

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

Northeast

Net Production, MB/D

715.5

672.5

633.1

610.4

646.2

653.8

635.9

Gasoline

48%

49%

47%

49%

47%

49%

48%

Middle Distillates

36%

35%

36%

38%

37%

35%

36%

Residual Fuel

9%

9%

8%

8%

8%

9%

8%

Petrochemicals

4%

4%

4%

5%

5%

4%

5%

Other

7%

7%

10%

5%

8%

8%

8%

Less Refinery Fuel

-4%

-4%

-5%

-5%

-5%

-5%

-5%

MidContinent

Net Production, MB/D

246.5

233.5

215.2

229.7

237.7

213.7

224.1

Gasoline

47%

48%

46%

42%

41%

42%

43%

Middle Distillates

35%

33%

33%

40%

40%

40%

38%

Residual Fuel

2%

2%

2%

2%

2%

2%

2%

Petrochemicals

3%

4%

3%

3%

3%

2%

3%

Lubricants

5%

5%

6%

5%

5%

5%

5%

Other

13%

13%

15%

13%

14%

14%

14%

Less Refinery Fuel

-5%

-5%

-5%

-5%

-5%

-5%

-5%

Total Refining & Supply

Net Production, MB/D

962.0

906.0

848.3

840.1

883.9

867.5

860.0

Gasoline

48%

49%

46%

47%

46%

47%

47%

Middle Distillates

36%

35%

35%

38%

37%

36%

37%

Residual Fuel

7%

7%

7%

6%

7%

7%

6%

Petrochemicals

4%

4%

4%

4%

4%

4%

4%

Lubricants

1%

1%

2%

1%

1%

1%

1%

Other

9%

9%

11%

8%

9%

10%

10%

Less Refinery Fuel

-5%

-5%

-5%

-4%

-4%

-5%

-5%

Refining

&

Supply

-

Gasoline

and

Distillate

Production

18

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

Northeast

Gasoline Production, MB/D

344.8

326.4

294.2

296.7

306.9

318.1

304.0

RFG

55%

53%

56%

57%

61%

58%

58%

Conventional

45%

47%

44%

43%

39%

42%

42%

Distillate Production, MB/D

259.7

237.8

228.4

229.7

236.6

228.7

230.9

On-Road Diesel Fuel

55%

57%

51%

56%

59%

51%

54%

Heating Oil / Off-Road Diesel

28%

26%

31%

26%

25%

32%

28%

Jet Fuel

15%

15%

15%

17%

14%

14%

15%

Kerosene/Other

2%

2%

3%

1%

2%

3%

3%

MidContinent

Gasoline Production, MB/D

114.8

112.8

99.3

96.8

97.9

89.4

95.9

RFG

0%

0%

0%

0%

0%

0%

0%

Conventional

100%

100%

100%

100%

100%

100%

100%

Distillate Production, MB/D

85.4

76.6

70.2

92.1

94.5

84.4

85.3

On-Road Diesel Fuel

35%

37%

23%

34%

36%

41%

34%

Heating Oil / Off-Road Diesel

26%

26%

32%

26%

22%

23%

26%

Jet Fuel

39%

37%

45%

40%

42%

36%

40%

Kerosene/Other

0%

0%

0%

0%

0%

0%

0%

Total Refining & Supply

Gasoline Production, MB/D

459.6

439.2

393.5

393.5

404.8

407.5

399.9

RFG

41%

39%

42%

43%

46%

45%

44%

Conventional

59%

61%

58%

57%

54%

55%

56%

Distillate Production, MB/D

345.1

314.4

298.6

321.8

331.1

313.1

316.2

On-Road Diesel Fuel

50%

52%

44%

50%

52%

48%

48%

Heating Oil / Off-Road Diesel

28%

26%

32%

26%

24%

29%

28%

Jet Fuel

21%

20%

22%

23%

22%

20%

22%

Kerosene/Other

1%

2%

2%

1%

2%

3%

2%

Key Volume Indicators

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

Retail Marketing

   Gasoline Sales, MM gal

1,138

4,614

1,070

1,140

1,109

1,098

4,417

   Middle Distillate Sales, MM gal

   149

   622

  145

  143

  144

   148

   580

      Total Sales, MM gal

1,287

5,236

1,215

1,283

1,253

1,246

4,997

   Gasoline and Diesel Throughput 

     (Company-owned or leased outlets) 

     (M gal/Site/Month)

    152

    150

143

152

150

143

147

   Merchandise Sales (M$/Store/Month)

     85

     85

77

86

90

81

83

Chemicals

   Phenol and Related Sales, MM#

   639

2,508

  599

  591

  607

477

2,274

   Polypropylene Sales, MM#

   550

2,297

  569

  562

  531

542

2,204

   Other Sales, MM#

     19

     80

   24

   19

   14

   8

    65

      Total, MM#

1,208

4,885

1,192

1,172

1,152

1,027

4,543

Coke

   Production, M tons:

      United States

   617

2,469

613

614

693

706

2,626

      Brazil

   419

1,091

388

404

408

381

1,581

19

Financial Ratios

12/31/07

3/31/08

6/30/08

9/30/08

12/31/08

Total Debt (GAAP Basis)

1,728

1,686

1,826

1,734

2,163

Plus: Debt Guarantees

       3

       3

       3

       2

       2

Less: Cash

   (648)

   (347)

   (214)

   (327)

   (240)

Net Debt (Revolver Covenant Basis)

1,083

1,342

1,615

1,409

1,925

Shareholders’ Equity (GAAP Basis)

2,533

2,367

2,414

2,973

2,842

SXL * Minority Interest

   356

   359

   367

   374

   367

Equity (Revolver Covenant Basis)

2,889

2,726

2,781

3,347

3,209

Debt / Capital (GAAP Basis)

41%

42%

43%

37%

43%

Net Debt / Capital ** 

(Revolver Covenant Basis)

27%

33%

37%

30%

37%

*

Sunoco Logistics Partners L.P. (NYSE: SXL)

**    The

Net

Debt

/

Capital

ratio

is

used

by

Sunoco

management

in

its

internal

financial

analysis

and by investors and creditors in the assessment of Sunoco’s financial position.

20

Sunoco Refinery Benchmark Margins

21

MidContinent

3-2-1 Benchmark

3 WTI Crude: NYMEX futures L1 Close + $0.75 for transportation

2 Unleaded Regular Gasoline: Chicago Pipeline Platt’s Low

1 No. 2 Low Sulfur (Low Sulfur Diesel): Fuel Oil Chicago Pipeline Platt’s Low

Northeast 6-3-2-1 Value-Added Benchmark

6 Dated Brent Crude: Platt’s Mid + $1.25 for transportation

3 Gasoline: 50% Unleaded RBOB NY Harbor Barge Platt's Low

50% Unleaded Regular Gasoline NY Harbor Barge Platt's Low

2 Distillate: 55% ULSD/LSD NY Harbor Barge Platt's Low

20% Jet/Kero

NY Harbor Barge Platt's Low

25% No.2 Fuel Oil NY Harbor Barge Platt's Low

1 No. 6 0.3% Sulfur High Pour Resid: NY Harbor Barge Platt’s Low

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

Northeast Refining:

   6-3-2-1 Value-Added

    Benchmark

6.99

9.43

5.78

10.78

11.98

7.52

9.01

4Q07

FY07

1Q08

2Q08

3Q08

4Q08

FY08

MidContinent Refining:

   3-2-1 Benchmark

7.71

16.03

6.12

12.02

15.51

4.29

9.49

For More Information

22

Media releases and SEC filings are available

on our website at www.SunocoInc.com

Contact for more information:

Terry Delaney

(215) 977-6106

Tom Harr

(215) 977-6764

Safe Harbor Statement

23

This slide presentation should be reviewed in conjunction with Sunoco’s Fourth Quarter 2008 earnings conference

call held on February 5, 2009 at 3:00 p.m. ET.  You may listen to the audio portion of the conference call on the

website or an audio recording will be available after the call’s completion by calling 1-800-642-1687 and entering

conference ID#80386468.

Statements in this presentation that are not historical facts are forward-looking statements intended to be covered by

the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange

Act

of

1934.

These

forward-looking

statements

are

based

upon

assumptions

by

Sunoco

concerning

future

conditions, any or all of which ultimately may prove to be inaccurate, and upon the current knowledge, beliefs and

expectations of Sunoco management. These forward-looking statements are not guarantees of future performance.

Forward-looking statements are inherently uncertain and involve significant risks and uncertainties that could cause

actual results to differ materially from those described during this presentation.

Such risks and uncertainties include

economic, business, competitive and/or regulatory factors affecting Sunoco's business, as well as uncertainties

related

to

the

outcomes

of

pending

or

future

litigation.

In

accordance

with

the

safe

harbor

provisions

of

the

Private

Securities

Litigation

Reform

Act

of

1995,

Sunoco

has

included

in

its

Annual

Report

on

Form

10-K

for

the

year

ended

December 31, 2007, and in its subsequent Form 10-Q and Form 8-K filings, cautionary language identifying important

factors (though not necessarily all such factors) that could cause future outcomes to differ materially from those set

forth in the forward-looking statements.

For more information concerning these factors, see Sunoco's Securities and

Exchange Commission filings, available on Sunoco's website at www.SunocoInc.com.  Sunoco expressly disclaims

any obligation to update or alter its forward-looking statements, whether as a result of new information, future events

or otherwise.

This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for,

comparable GAAP measures. Reconciliations of non-GAAP financial measures to GAAP financial measures are

provided

in

the

Appendix

at

the

end

of

the

presentation.

Investors

are

urged

to

consider

carefully

the

comparable

GAAP

measures

and

the

reconciliations

to

those

measures

provided

in

the

Appendix,

or

on

our

website

at

www.SunocoInc.com.