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): July 29, 2010

SUNOCO, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-6841	23-1743282
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	file number)	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 2010 second 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 July 29, 2010, Sunoco, Inc. (the “Company”) issued a press release announcing financial results for the Company’s 2010 second quarter. Additional information concerning the Company’s second quarter earnings, presented to investors in a teleconference call on July 29, 2010, 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 July 29, 2010.
99.2	Slide presentation given July 29, 2010 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: July 29, 2010	/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:     Thomas Golembeski (media) 215-977-6298     Clare McGrory (investors) 215-977-6764 For release: IMMEDIATELY

No. 20 -10

SUNOCO REPORTS SECOND QUARTER 2010 RESULTS

Refining business posts net income of $86 million; Company ends

quarter with $1.5 billion in cash

PHILADELPHIA, July 29, 2010 — Sunoco, Inc. (NYSE: SUN) today reported net income attributable to Sunoco shareholders of $145 million ($1.20 per share diluted) for the second quarter of 2010 versus a net loss attributable to Sunoco shareholders of $55 million ($.47 per share diluted) for the second quarter of 2009. Excluding special items, Sunoco had income for the 2010 second quarter of $158 million ($1.31 per share diluted) versus a 2009 second quarter loss of $31 million ($.27 per share diluted).

For the first six months of 2010, Sunoco reported net income attributable to Sunoco shareholders of $82 million ($.69 per share diluted) versus a net loss attributable to Sunoco shareholders of $43 million ($.37 per share diluted) for the first six months of 2009.

“While market conditions during the second quarter remained challenging, our refining business was profitable for the first time since the first quarter of 2009. This is a clear indication that our decisive actions are beginning to show results. By improving margin capture, reducing costs, and optimizing the performance of our refineries, we achieved solid results during a period of continued economic weakness and excess supply of petroleum and chemical products,” said Lynn L. Elsenhans, Chairman and Chief Executive Officer.

SUNOCO 2Q10 EARNINGS, PAGE 2

“Sunoco’s non-refining businesses are providing steady earnings and our balance sheet is very strong,” said Elsenhans. “We remain focused on the fundamentals: running our refineries safely and reliably at optimal capacity utilization, lowering our breakeven cost per barrel, and furthering the progress we have made in capturing available margin.”

Sunoco significantly improved its cash position, ending the quarter with $1.5 billion of cash, with the increase largely driven by strong operating cash flows and the receipt of proceeds from the sale of the polypropylene business which closed in the first quarter of 2010.

“Our recently announced intent to separate SunCoke Energy from the rest of Sunoco in the first half of 2011 is part of a strategy to unlock shareholder value and maximize the future success of both entities,” Elsenhans continued. “The fuels and coke units are distinct businesses with different models, different sets of customers and no significant integration or synergies.”

With a dedicated management team and direct access to capital markets, SunCoke Energy should be better able to achieve the scale needed to pursue domestic and international growth opportunities. Similarly, through a more focused strategic plan, Sunoco’s streamlined fuels business should be better positioned to take advantage of growth opportunities and become the premier provider of transportation fuels in its markets.

“We see potential opportunities to grow inside and outside Sunoco’s traditional footprint both in Retail and through Sunoco Logistics, as recently announced logistics acquisitions and projects demonstrate,” said Elsenhans.

DETAILS OF SECOND QUARTER RESULTS

REFINING AND SUPPLY- Continuing Operations

Refining and Supply had income from continuing operations of $86 million in the second quarter of 2010 versus a loss of $77 million in the second quarter of 2009. The increase in results was due to higher realized margins and lower expenses, partially offset by lower production volumes which were largely attributable to the closure of the Eagle Point refinery in the fourth quarter of 2009. The overall crude utilization rate was 92 percent for the quarter, up from 79 percent in the first quarter of 2010, which was impacted by significant planned turnaround activities. Lower expenses were largely the result of cost reductions related to the business improvement initiative carried out during the last three quarters of 2009 and the closure of the Eagle Point refinery in the fourth quarter of 2009. Also contributing to the lower expenses were lower costs for purchased fuel and utilities and the absence of the write-off of certain assets in connection with the shutdown of the ethylene complex at the Marcus Hook refinery in 2009.

SUNOCO 2Q10 EARNINGS, PAGE 3

REFINING AND SUPPLY- Discontinued Operations

Discontinued Tulsa refining operations, which were divested on June 1, 2009, had a loss of $6 million in the second quarter of 2009.

RETAIL MARKETING

Retail Marketing earned $45 million in the current quarter versus $10 million in the second quarter of 2009. The increase in earnings was due to higher average retail gasoline margins driven by falling wholesale prices and lower expenses.

CHEMICALS- Continuing Operations

Chemicals reported income from continuing operations of $5 million in the second quarter of 2010 versus a loss of $3 million in the second quarter of 2009. The improvement in results was primarily due to higher sales volumes and slightly better margins.

CHEMICALS- Discontinued Operations

Discontinued polypropylene operations, which were divested on March 31, 2010, had income of $3 million in the second quarter of 2009.

LOGISTICS

Logistics earned $20 million in the second quarter of 2010 versus $26 million in the second quarter of 2009. The decrease in earnings was due primarily to lower results from crude marketing activities as a result of reduced market-related profits largely attributable to the contraction of the contango market structure.

On July 1, 2010, Sunoco Logistics Partners L.P. acquired Texon’s butane blending business for $140 million plus inventory. This business consists of patented technology for sophisticated blending of butane into gasoline, contracts with several large terminal operators currently utilizing the patented technology, butane inventories, and other related assets. The Partnership also announced recently that it has exercised certain rights to increase its ownership interests in Mid-Valley Pipeline Company, West Texas Gulf Pipe Line Company and West Shore Pipe Line Company. These three transactions are expected to close within the next 30 days for an aggregate purchase price of approximately $100 million.

COKE

Coke earned $41 million in the second quarter of 2010 as compared to $42 million in the second quarter of 2009. The decrease in earnings was due to the absence of a $6 million after-tax dividend attributable to the 2008 Brazilian cokemaking operations which was recognized in the second quarter of 2009. Partially offsetting this decrease was higher coke sales volumes in the second quarter of 2010.

SUNOCO 2Q10 EARNINGS, PAGE 4

CORPORATE AND OTHER

Corporate administrative expenses were $20 million after tax in the second quarter of 2010 versus $15 million after tax in the second quarter of 2009. Corporate expenses increased primarily due to incentive compensation accruals stemming from the Company’s improved financial performance.

Net Financing Expenses and Other – Net financing expenses and other were $19 million after tax in the second quarter of 2010 versus $11 million after tax in the second quarter of 2009. The increase was primarily due to lower capitalized interest and interest income.

Sunoco also recently reached agreement with IBM (NYSE: IBM) to outsource some back office processes, including information technology, finance and accounting transaction processing, and indirect procurement. This arrangement marks another important step in Sunoco’s continued expense reduction program, which is critical to improving the Company’s competitiveness.

SPECIAL ITEMS

During the second quarter of 2010, Sunoco recorded a $13 million after-tax provision for pension settlement losses and employee terminations and related costs in connection with the business improvement initiative.

During the second quarter of 2009, Sunoco recorded a $44 million after-tax provision for employee terminations and related costs in connection with its business improvement initiative, of which $39 million after tax was attributable to a noncash provision for pension and postretirement settlement and curtailment losses. Sunoco also recognized a $20 million net after-tax gain in the second quarter of 2009 related to the divestment of the discontinued Tulsa refining operations.

Sunoco is a leading transportation fuel provider, with operations located primarily in the East Coast and Midwest regions of the United States. The Company operates more than 4,700 branded retail locations that market transportation fuels and convenience store merchandise in 23 states. This retail network is principally supplied by Sunoco-owned refineries with a combined crude oil processing capacity of 675,000 barrels per day. Sunoco is also the General Partner and has a 33-percent interest in Sunoco Logistics Partners, L.P., a publicly traded master limited partnership which owns and operates 6,000 miles of refined product and crude oil pipelines and approximately 40 product terminals. Many of Sunoco Logistics’ pipelines and terminals and storage facilities are integrated with Sunoco’s retail network and refineries. Through SunCoke Energy, Sunoco makes high-quality metallurgical-grade coke for major steel manufacturers. The company’s facilities in the U.S. have the capacity to manufacture approximately 3.67 million tons of metallurgical-grade coke annually. Sunoco also is the operator of, and has an equity interest in, a 1.7 million tons-per-year cokemaking facility in Vitória, Brazil.

SUNOCO 2Q10 EARNINGS, PAGE 5

Anyone interested in obtaining further insights into the second quarter’s results can monitor the Company’s quarterly teleconference call, which is scheduled for 5:30 p.m. ET on July 29, 2010. 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. These forward-looking statements are based upon assumptions by the Company concerning future conditions, any or all of which ultimately may prove to be inaccurate, and upon the current knowledge, beliefs and expectations of Company management. These forward-looking statements are not guarantees of future performance. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements are inherently uncertain and involve significant known and unknown risks and uncertainties (many of which are beyond the control of the Company) that could cause actual results to differ materially from those discussed in this release.

Such risks and uncertainties include economic, business, competitive and/or regulatory factors affecting the Company’s business, as well as uncertainties related to the outcomes of pending or future litigation, legislation, or regulatory actions. Among such risks are: changes in crude oil or natural gas prices, refining, marketing and chemicals margins, or other market conditions affecting the oil and gas industry; higher-than-expected costs of, or delays in, planned development or completion of repair projects, capital projects, acquisitions, or dispositions; operational interruptions, unforeseen technical difficulties and/or changes in technical or operating conditions; general domestic and international economic and political conditions, wars and acts of terrorism or sabotage; the outcome of commercial negotiations; the actions of competitors or regulators; the competitiveness of alternate-energy sources or product substitutes; technological developments; liability resulting from pending or future litigation; significant investment or product changes and/or liability for remedial actions or assessments under existing or future environmental regulations; gains and losses related to the acquisition, disposition or impairment of assets; recapitalizations; access to, or significantly higher costs of, capital; the effects of changes in accounting rules applicable to the Company; and changes in tax, environmental and other laws and regulations applicable to the Company’s businesses. Unpredictable or unknown factors not discussed in this release also could have material adverse effects on forward-looking statements.

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company has included in its Annual Report on Form 10-K for the year ended December 31, 2009 and in its subsequent Form 10-Q and Form 8-K filings, cautionary language identifying other important

SUNOCO 2Q10 EARNINGS, PAGE 6

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 the Company’s Securities and Exchange Commission filings, available on the Company’s website at www.SunocoInc.com.

-END OF TEXT, CHARTS FOLLOW-

SUNOCO 2Q10 EARNINGS, PAGE 7

Sunoco, Inc.

2010 Second Quarter and Six-Month Financial Summary

(Unaudited)

Second Quarter	2010		2009*
Revenues	$	9,586,000,000	$	7,298,000,000
Net Income (Loss)	$	176,000,000	$	(21,000,000	)
Less: Net Income Attributable to Noncontrolling Interests		31,000,000		34,000,000
Net Income (Loss) Attributable to Sunoco, Inc. Shareholders	$	145,000,000	$	(55,000,000	)
Net Income (Loss) Attributable to Sunoco, Inc. Shareholders Per Share of Common Stock:
Basic	$	1.20	$	(.47	)
Diluted	$	1.20	$	(.47	)**
Weighted-Average Number of Shares Outstanding (In Millions):
Basic		120.6		116.9
Diluted		120.7		116.9	**
Six Months
Revenues	$	17,778,000,000	$	13,250,000,000
Net Income	$	138,000,000	$	30,000,000
Less: Net Income Attributable to Noncontrolling Interests		56,000,000		73,000,000
Net Income (Loss) Attributable to Sunoco, Inc. Shareholders	$	82,000,000	$	(43,000,000	)
Net Income (Loss) Attributable to Sunoco, Inc. Shareholders Per Share of Common Stock:
Basic	$	.69	$	(.37	)
Diluted	$	.69	$	(.37	)**
Weighted-Average Number of Shares Outstanding (In Millions):
Basic		119.7		116.9
Diluted		119.7		116.9	**

* Reclassified to treat the polypropylene chemicals business that was sold on March 31, 2010 as a discontinued operation.

** Since the assumed issuance of common stock under stock incentive awards would not have been dilutive, the diluted per share amounts are equal to the basic per share amounts.

SUNOCO 2Q10 EARNINGS, PAGE 8

Sunoco, Inc.

Earnings Profile of Sunoco Businesses (after tax)

(Millions of Dollars, Except Per-Share Amounts)

(Unaudited)

	Three Months Ended
	June 30						Mar.  31 2010
	2010			2009
Refining and Supply:
Continuing operations	$	86		$	(77	)	$	(42	)
Discontinued operations		—			(6	)		—
Retail Marketing		45			10			21
Chemicals:
Continuing operations		5			(3	)		3
Discontinued operations		—			3			21
Logistics		20			26			17
Coke		41			42			37
Corporate and Other:
Corporate expenses		(20	)		(15	)		(23	)
Net financing expenses and other		(19	)		(11	)		(17	)
		158			(31	)		17
Special items		(13	)		(24	)*		(80	)**
Net income (loss) attributable to Sunoco, Inc. shareholders	$	145		$	(55	)	$	(63	)
Earnings (loss) per share of common stock (diluted):
Income (loss) attributable to Sunoco, Inc. shareholders before special items	$	1.31		$	(.27	)	$	.14
Special items		(.11	)		(.20	)		(.67	)
Net income (loss) attributable to Sunoco, Inc. shareholders	$	1.20		$	(.47	)	$	(.53	)

* Includes a $20 million net after-tax gain recognized in connection with the divestment of the Tulsa refining operations.

** Includes a $44 million net after-tax loss recognized in connection with the divestment of the polypropylene chemicals business.

SUNOCO 2Q10 EARNINGS, PAGE 9

Sunoco, Inc.

Earnings Profile of Sunoco Businesses (after tax)

(Millions of Dollars, Except Per-Share Amounts)

(Unaudited)

	Six  Months Ended June 30
	2010			2009
Refining and Supply:
Continuing operations	$	44		$	(63	)
Discontinued operations		—			3
Retail Marketing		66			16
Chemicals:
Continuing operations		8			(15	)
Discontinued operations		21			11
Logistics		37			56
Coke		78			67
Corporate and Other:
Corporate expenses		(43	)		(26	)
Net financing expenses and other		(36	)		(21	)
		175			28
Special items		(93	) *		(71	)**
Net income (loss) attributable to Sunoco, Inc. shareholders	$	82		$	(43	)
Earnings (loss) per share of common stock (diluted):
Income attributable to Sunoco, Inc. shareholders before special items	$	1.46		$	.24
Special items		(.77	)		(.61	)
Net income (loss) attributable to Sunoco, Inc. shareholders	$	.69		$	(.37	)

* Includes a $44 million net after-tax loss recognized in connection with the divestment of the polypropylene chemicals business.

** Includes a $20 million net after-tax gain recognized in connection with the divestment of the Tulsa refining operations and $3 and $4 million after-tax provisions for asset write-downs and other matters attributable to the Tulsa refining operations and polypropylene chemicals business, respectively.

SUNOCO 2Q10 EARNINGS, PAGE 10

Sunoco, Inc.

Financial and Operating Statistics (Unaudited)

	For the Three Months Ended								For the Six Months Ended
	June 30					Mar. 31 2010			June 30
	2010		2009*						2010		2009*
REFINING AND SUPPLY
Income (Loss) (Millions of Dollars)	$	86	$	(77	)	$	(42	)	$	44	$	(63	)
Realized Wholesale Margin** (Per Barrel of Production Available for Sale)	$	7.34	$	3.65		$	4.08		$	5.82	$	4.95
Market Benchmark*** (Per Barrel)	$	6.51	$	6.05		$	5.67		$	6.09	$	5.88
Crude Inputs as Percent of Crude Unit Rated Capacity+		92		78			79			85		77
Throughputs (Thousand Barrels Daily):
Crude Oil		617.5		644.2			533.3			575.7		635.6
Other Feedstocks		50.2		81.7			58.9			54.5		74.7
Total Throughputs		667.7		725.9			592.2			630.2		710.3
Products Manufactured (Thousand Barrels Daily):
Gasoline		343.1		370.3			306.3			324.8		360.2
Middle Distillates		244.5		229.5			202.4			223.5		231.5
Residual Fuel		39.5		61.9			34.8			37.2		61.5
Petrochemicals		20.9		31.5			23.7			22.3		28.6
Other		48.5		61.8			51.8			50.2		58.1
Total Production		696.5		755.0			619.0			658.0		739.9
Less: Production Used as Fuel in Refinery Operations		32.3		34.8			28.5			30.4		35.2
Total Production Available for Sale		664.2		720.2			590.5			627.6		704.7

* Excludes amounts attributable to the Tulsa refinery, which was sold to Holly Corporation on June 1, 2009.

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

*** Represents a weighted-average refinery benchmark margin comprised of a 6-3-2-1 Value-Added Benchmark relating to the Northeast refining operations (80% weight) and a 4-3-1 Benchmark relating to the Toledo refinery (20% weight).

+ Reflects the impact of a 150 thousand barrels-per-day reduction in crude unit capacity in November 2009 attributable to the shutdown of the Eagle Point refinery.

SUNOCO 2Q10 EARNINGS, PAGE 11

Sunoco, Inc.

Financial and Operating Statistics (Unaudited)

	For the Three Months Ended									For the Six Months Ended
	June 30						Mar. 31 2010			June 30
	2010			2009						2010			2009
RETAIL MARKETING
Income (Millions of Dollars)	$	45		$	10		$	21		$	66		$	16
Retail Margin* (Per Barrel):
Gasoline	$	4.81		$	2.94		$	3.74		$	4.30		$	2.82
Middle Distillates	$	3.79		$	5.03		$	3.35		$	3.59		$	7.89
Sales (Thousand Barrels Daily):
Gasoline		295.7			300.0			271.4			283.7			291.1
Middle Distillates		29.9			30.4			24.2			27.0			33.5
		325.6			330.4			295.6			310.7			324.6
Total Retail Gasoline Outlets, End of Period		4,743			4,708			4,713			4,743			4,708
Gasoline and Diesel Throughput per Company-Owned or Leased Outlet (M Gal/Site/Month)		159			153			147			153			148
Convenience Stores:
Total Stores, End of Period		577			668			576			577			668
Merchandise Sales (M$/Store/Month)	$	104		$	92		$	88		$	96		$	85
Merchandise Margin (Company Operated) (% of Sales)		27	%		27	%		26	%		27	%		28	%
*  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. CHEMICALS*
Income (Loss) (Millions of Dollars)	$	5		$	(3	)	$	3		$	8		$	(15	)
Margin** (Cents per Pound):		8.9			8.2			9.9			9.4			7.4
Sales (Millions of Pounds):		554			427			449			1,003			834

* Consists of the phenol and related products operations but excludes amounts attributable to the polypropylene chemicals business, which was sold to Braskem S.A. on March 31, 2010.

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

SUNOCO 2Q10 EARNINGS, PAGE 12

Sunoco, Inc.

Financial and Operating Statistics (Unaudited)

	For the Three Months Ended							For the Six Months Ended
	June 30					Mar. 31		June 30
	2010		2009			2010		2010		2009
LOGISTICS
Income (Millions of Dollars)	$	20	$	26		$	17	$	37	$	56
Pipeline and Terminal Throughput (Thousand Barrels Daily)*:
Unaffiliated Customers		1,799		1,486			1,738		1,768		1,495
Affiliated Customers		1,267		1,461			1,238		1,253		1,450
		3,066		2,947			2,976		3,021		2,945
*  Excludes joint-venture operations. COKE
Income (Millions of Dollars)	$	41	$	42		$	37	$	78	$	67
Coke Production (Thousands of Tons):
United States*		883		694			841		1,724		1,375
Brazil		422		282			413		835		562
*  Includes amounts attributable to a 650 thousand tons-per-year cokemaking facility at SunCoke Energy’s Granite City site which commenced operations in the fourth quarter of 2009. CAPITAL PROGRAM (Millions of Dollars)
Refining and Supply:
Continuing operations	$	52	$	96		$	109	$	161	$	203
Discontinued operations		—		1			—		—		3
Retail Marketing		16		20			7		23		28
Chemicals:
Continuing operations		4		4			5		9		8
Discontinued operations		—		3			3		3		7
Logistics		50		37			27		77		70
Coke		58		69			10		68		138
	$	180	$	230		$	161	$	341	$	457
DEPRECIATION, DEPLETION AND AMORTIZATION* (Millions of Dollars)
Refining and Supply	$	68	$	84	**	$	62	$	130	$	149	**
Retail Marketing		23		25			20		43		50
Chemicals		7		7			7		14		14
Logistics		13		12			14		27		23
Coke		11		7			11		22		15
	$	122	$	135		$	114	$	236	$	251

* Excludes amounts attributable to the polypropylene chemicals business and Tulsa refinery for all periods presented. The polypropylene chemicals business was sold to Braskem S.A. on March 31, 2010 and the Tulsa refinery was sold to Holly Corporation on June 1, 2009 and, as a result, have been classified as discontinued operations in the Company’s consolidated statements of operations.

** Includes $19 million attributable to the write-off of certain assets at the Marcus Hook refinery as a result of a fire at this facility in May 2009.

SUNOCO 2Q10 EARNINGS, PAGE 13

Sunoco, Inc.

Earnings Profile of Sunoco Businesses (after tax)

(Millions of Dollars, Except Per-Share Amounts)

(Unaudited)

	2009
	1st			2nd			3rd			4th			Total
Refining and Supply:
Continuing operations	$	14		$	(77	)	$	(118	)	$	(135	)	$	(316	)
Discontinued operations		9			(6	)		—			—			3
Retail Marketing		6			10			49			21			86
Chemicals:
Continuing operations		(12	)		(3	)		(2	)		4			(13	)
Discontinued operations		8			3			1			2			14
Logistics		30			26			19			22			97
Coke		25			42			35			78			180
Corporate and Other:
Corporate expenses		(11	)		(15	)		(6	)		(6	)		(38	)
Net financing expenses and other		(10	)		(11	)		(12	)		(17	)		(50	)
		59			(31	)		(34	)		(31	)		(37	)
Special Items:
Continuing operations		(40	)		(44	)		(278	)		36			(326	)
Discontinued operations*		(7	)		20			—			21			34
Net income (loss) attributable to Sunoco, Inc. shareholders	$	12		$	(55	)	$	(312	)	$	26		$	(329	)
Earnings (loss) per share of common stock (diluted):
Income (loss) attributable to Sunoco, Inc. shareholders before special items	$	.50		$	(.27	)	$	(.29	)	$	(.27	)	$	(.32	)
Special items		(.40	)		(.20	)		(2.38	)		.49			(2.49	)
Net income (loss) attributable to Sunoco, Inc. shareholders	$	.10		$	(.47	)	$	(2.67	)	$	.22		$	(2.81	)

* Consists of $4 and $3 million after-tax provisions for asset write-downs and other matters attributable to the polypropylene chemicals operations and the Tulsa refinery, respectively, in the first quarter of 2009 and $20 and $21 million net after-tax gains recognized in connection with the divestment of the Tulsa refining operations in the second quarter and fourth quarter of 2009, respectively.

SUNOCO 2Q10 EARNINGS, PAGE 14

Sunoco, Inc.

Earnings Profile of Sunoco Businesses (after tax)

(Millions of Dollars, Except Per-Share Amounts)

(Unaudited)

	2010
	1st			2nd
Refining and Supply:
Continuing operations	$	(42	)	$	86
Discontinued operations		—			—
Retail Marketing		21			45
Chemicals:
Continuing operations		3			5
Discontinued operations		21			—
Logistics		17			20
Coke		37			41
Corporate and Other:
Corporate expenses		(23	)		(20	)
Net financing expenses and other		(17	)		(19	)
		17			158
Special Items:
Continuing operations		(36	)		(13	)
Discontinued operations		(44	)*		—
Net income (loss) attributable to Sunoco, Inc. shareholders	$	(63	)	$	145
Earnings (loss) per share of common stock (diluted):
Income attributable to Sunoco, Inc. shareholders before special items	$	.14		$	1.31
Special items		(.67	)		(.11	)
Net income (loss) attributable to Sunoco, Inc. shareholders	$	(.53	)	$	1.20

* Consists of a net loss recognized in connection with the divestment of the polypropylene chemicals business.

SUNOCO 2Q10 EARNINGS, PAGE 15

Sunoco, Inc.

Consolidated Statements of Operations

(Millions of Dollars)

(Unaudited)

	2009*
	1st			2nd			3rd			4th			Total
REVENUES
Sales and other operating revenue (including consumer excise taxes)	$	5,945		$	7,271		$	8,389		$	8,666		$	30,271
Interest income		1			3			1			—			5
Other income, net		6			24			60			26			116
		5,952			7,298			8,450			8,692			30,392
COSTS AND EXPENSES
Cost of products sold and operating expenses		4,936			6,355			7,464			7,782			26,537
Consumer excise taxes		569			605			630			583			2,387
Selling, general and administrative expenses		168			158			180			165			671
Depreciation, depletion and amortization		116			135			114			119			484
Payroll, property and other taxes		39			34			32			32			137
Provision for asset write-downs and other matters		67			75			511			34			687
Interest cost and debt expense		31			39			37			38			145
Interest capitalized		(10	)		(12	)		(12	)		(5	)		(39	)
		5,916			7,389			8,956			8,748			31,009
Income (loss) from continuing operations before income tax benefit		36			(91	)		(506	)		(56	)		(617	)
Income tax benefit		(5	)		(53	)		(219	)		(89	)		(366	)
Income (loss) from continuing operations		41			(38	)		(287	)		33			(251	)
Income from discontinued operations		10			17			1			23			51
Net income (loss)		51			(21	)		(286	)		56			(200	)
Less: Net income attributable to noncontrolling interests		39			34			26			30			129
Net income (loss) attributable to Sunoco, Inc. shareholders	$	12		$	(55	)	$	(312	)	$	26		$	(329	)

* Reclassified to treat the polypropylene chemicals business that was sold on March 31, 2010 and the Tulsa refinery that was sold on June 1, 2009 as discontinued operations.

SUNOCO 2Q10 EARNINGS, PAGE 16

Sunoco, Inc.

Consolidated Statements of Operations

(Millions of Dollars)

(Unaudited)

	2010
	1st			2nd
REVENUES
Sales and other operating revenue (including consumer excise taxes)	$	8,166		$	9,572
Interest income		—			1
Other income, net		26			13
		8,192			9,586
COSTS AND EXPENSES
Cost of products sold and operating expenses		7,311			8,350
Consumer excise taxes		530			608
Selling, general and administrative expenses		146			167
Depreciation, depletion and amortization		114			122
Payroll, property and other taxes		34			24
Provision for asset write-downs and other matters		45			22
Interest cost and debt expense		39			40
Interest capitalized		(3	)		(3	)
		8,216			9,330
Income (loss) from continuing operations before income tax expense (benefit)		(24	)		256
Income tax expense (benefit)		(9	)		80
Income (loss) from continuing operations		(15	)		176
Loss from discontinued operations		(23	)		—
Net income (loss)		(38	)		176
Less: Net income attributable to noncontrolling interests		25			31
Net income (loss) attributable to Sunoco, Inc. shareholders	$	(63	)	$	145

SUNOCO 2Q10 EARNINGS, PAGE 17

Sunoco, Inc.

Consolidated Balance Sheets

(Millions of Dollars)

(Unaudited)

	At June  30 2010		At December  31 2009
ASSETS
Cash and cash equivalents	$	1,462	$	377
Accounts and notes receivable, net		2,287		2,262
Inventories		909		635
Income tax refund receivable		—		394
Deferred income taxes		96		96
Total current assets		4,754		3,764
Investments and long-term receivables		183		179
Properties, plants and equipment, net		7,330		7,626
Deferred charges and other assets		256		326
Total assets	$	12,523	$	11,895
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities	$	4,259	$	3,806
Short-term borrowings		115		397
Current portion of long-term debt		185		6
Taxes payable		262		209
Total current liabilities		4,821		4,418
Long-term debt		2,219		2,061
Retirement benefit liabilities		594		778
Deferred income taxes		1,013		998
Other deferred credits and liabilities		561		521
Total liabilities		9,208		8,776
EQUITY
Sunoco, Inc. shareholders’ equity		2,831		2,557
Noncontrolling interests		484		562
Total equity		3,315		3,119
Total liabilities and equity	$	12,523	$	11,895

SUNOCO 2Q10 EARNINGS, PAGE 18

Sunoco, Inc.

Consolidated Statements of Cash Flows

(Millions of Dollars)

(Unaudited)

	For the Six Months Ended June 30
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	138		$	30
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Loss on divestment of discontinued polypropylene operations		169			—
Gain on divestment of discontinued Tulsa operations		—			(34	)
Provision for asset write-downs and other matters		67			154
Depreciation, depletion and amortization		239			269
Deferred income tax expense (benefit)		(10	)		20
Payments less than (in excess of) expense for retirement plans*		(126	)		12
Changes in working capital pertaining to operating activities		488			(544	)
Other		(9	)		2
Net cash provided by (used in) operating activities		956			(91	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(341	)		(457	)
Proceeds from divestments:
Polypropylene operations		348			—
Tulsa refinery and related inventory		—			157
Other		18			29
Other		(2	)		—
Net cash provided by (used in) investing activities		23			(271	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments of short-term borrowings		(282	)		(162	)
Net proceeds from issuance of long-term debt		802			778
Repayments of long-term debt		(462	)		(422	)
Net proceeds from sale/issuance of Sunoco Logistics Partners L.P. limited partnership units		145			110
Cash distributions to investors in cokemaking operations		(15	)		(8	)
Cash distributions to investors in Sunoco Logistics Partners L.P.		(46	)		(36	)
Cash dividend payments		(36	)		(70	)
Other		—			(1	)
Net cash provided by financing activities		106			189
Net increase (decrease) in cash and cash equivalents		1,085			(173	)
Cash and cash equivalents at beginning of period		377			240
Cash and cash equivalents at end of period	$	1,462		$	67

* Payments for the six months ended June 30, 2010 exclude 3.59 million shares of Sunoco common stock valued at $90 million that were contributed to the Company’s defined benefit plans in February 2010.

EX-99.2

2Q10 Earnings Conference Call

July 29, 2010

Exhibit 99.2

2

This

slide

presentation

should

be

reviewed

in

conjunction

with

Sunoco’s

Second

Quarter

2010

earnings

conference

call

held

on

July

29,

2010

at

5:30

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

1-866-458-4759

and

entering

conference

ID#3348243.

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,

2009,

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.

Safe Harbor Statement

3

2Q10 Results

After-tax income before special items of $158MM* ($1.31/share), pre-tax

income of $247MM*

Refining & Supply earned $138MM pre-tax, first positive quarterly earnings

since 1Q09

Result of strong operations, improved capture of margin opportunities and

continued focus on achieving competitive cost structure

Retail Marketing, Logistics and Coke businesses continue to deliver solid and

consistent results

Strategic Outlook

We remain focused on the fundamentals: running our refineries safely and

reliably at optimal capacity utilization, lowering our breakeven

cost per barrel,

and improving margin capture, all of which are designed to increase our cash

generation from operations

Actions to improve balance sheet and strengthen our liquidity have positioned

us to take advantage of attractive growth opportunities

* For reconciliation to Net Income (Loss), see Slides 13 and 14.

Special Items in 2Q10 include a net

charge of $13MM after-tax, primarily related to pension settlement losses and termination costs.

Summary

4

YTD

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

2010

Refining & Supply:

    Continuing Operations

26

(130)

(182)

(227)

(70)

138

68

    Discontinued Tulsa Operations

15

(10)

-

-

-

-

-

Retail Marketing

9

18

83

36

34

73

107

Logistics

48

41

30

33

27

30

57

Coke

33

61

47

52

51

56

107

Chemicals

    Continuing Operations

(17)

(6)

(4)

6

5

7

12

    Discontinued Polypropylene Operations

11

6

2

3

33

-

33

Corp. & Net Fin.

(35)

(34)

(38)

(44)

(51)

(57)

(108)

    Pre-Tax Income (Loss) Before Special Items

90

(54)

(62)

(141)

29

247

276

Pre-Tax Income (Loss) Before Special Items*, MM$

247

29

(141)

(62)

(54)

90

($200)

($100)

$0

$100

$200

$300

* Pre-Tax Income (Loss) Before

Special Items. For reconciliation to Net Income (Loss), see Slide 14.

5

Strong operations with refinery system crude unit utilization of

92% and

conversion unit utilization of 90%

Seized margin opportunities, achieving 113% capture rate of benchmark

Maintaining competitive cost structure and delivering cost savings after

closure of Eagle Point in 4Q09

Market is expected to remain challenging with continued economic

weakness

and additional global supply => we remain focused on fundamentals

Refining & Supply -

2Q10 Pre-Tax Income*, MM$

* Pre-Tax Business Unit Income Before Special Items, excluding discontinued Tulsa refining operations.

For reconciliation to Net Income (Loss), see Slide 14.

26

(130)

(182)

(227)

(70)

138

($300)

($200)

($100)

$0

$100

$200

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

6

* R&S Weighted

Benchmark. For calculation, see Slide 25.

** Excludes discontinued Tulsa refining operations.

Realized Refining Margin vs. Benchmark*, $/B

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

Refining & Supply

Realized Margin **

6.33

3.65

2.72

1.96

3.66

4.08

7.34

5.82

Weighted Benchmark *

5.71

6.05

4.57

3.59

4.98

5.67

6.51

6.09

Differential

0.62

(2.40)

(1.85)

(1.63)

(1.32)

(1.59)

0.83

(0.27)

Margin Capture Rate

111%

60%

60%

55%

73%

72%

113%

96%

Actual vs. Weighted Benchmark:

Crude

1.40

0.18

0.10

(0.61)

0.27

(0.92)

0.33

(0.30)

Product

(0.78)

(2.58)

(1.95)

(1.02)

(1.59)

(0.67)

0.50

0.03

Differential

0.62

(2.40)

(1.85)

(1.63)

(1.32)

(1.59)

0.83

(0.27)

7

(0.33)

0.61

0.92

(0.10)

(0.18)

(1.40)

-4.00

-2.00

0.00

2.00

4.00

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

Crude Cost vs. Weighted Benchmark

0.50

(0.67)

(1.02)

(1.95)

(2.58)

(0.78)

-4.00

-2.00

0.00

2.00

4.00

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

Products vs. Weighted Benchmark

Total Refining & Supply (excluding Tulsa)

* R&S Weighted

Benchmark. For calculation, see Slide 25.

2Q10 Comments:

Timing benefit due to falling crude prices

during the quarter

Toledo benefited from favorable market

structure & quality differentials vs

WTI

Offset by transportation costs above

benchmark, consistent with 1Q10

2Q10 Comments:

Strong realizations on benchmark products

with focus on matching operations to margin

opportunities

Supported by strong operations –

high

utilization of both crude and conversion units

Realized Refining Margin vs. Benchmark*, $/B

8

Retail Marketing –

Pre-Tax Earnings of $73MM

Higher margins due to falling wholesale prices during the quarter;

seasonal improvement in demand from 1Q10

Logistics –

Pre-Tax Earnings of $30MM

Largely contributions from Sunoco Logistics Partners L.P. (NYSE:

SXL); lower than 2Q09 related primarily to lower income from

market-related activities

Coke –

Pre-Tax Earnings of $56MM

Versus 1Q10, reflects improved operations of Granite City offset

by lower coal contract prices that phased in during the quarter

Maintain full year guidance of net income between $125MM -

$140MM

* Pre-Tax Business Unit Income Before Special Items, excluding income attributable to

non-controlling interests. For reconciliation to Net Income (Loss), see Slide 14.

Non-Refining Business Income* -

2Q10

9

2Q10 Cash Flow, MM$

SUN

SXL

(ex SXL)

Sunoco

Cash flow from Operations

23

432

455

Capital Program

(50)

(130)

(180)

Free Cash Flow

(27)

302

275

Divestments

-

358

358

Dividends to Sunoco Shareholders

-

(18)

(18)

Distributions & Other

(23)

(14)

(37)

SXL Dividends to Sunoco

(22)

22

-

Net Cash Flow before Net Debt Activity

(72)

650

578

Net Debt Activity

72

-

72

Net Increase in Cash & Cash Equivalents

-

650

650

2Q10

10

12/31/09

3/31/10

6/30/10

Sunoco (ex-SXL)*

32%

16%

-6%

SXL

50%

63%

65%

  Consolidated**

41%

34%

25%

Sunoco Net Debt/(Cash)

    1,223

       498

      (153)

SXL Net Debt

       866

    1,139

    1,211

Total Net Debt, MM$

    2,089

    1,637

    1,058

Total Cash, MM$

       377

       812

    1,462

34%

25%

41%

-6%

16%

32%

Consolidated

Sunoco (ex-SXL)

* Proforma.

** Sunoco Revolver Covenant basis.  For calculation, see Slides 18 and 19.

Net Debt-to-Capital Ratio, %

11

Decisive actions beginning to show results

Refining profitability reflects focus on margin capture, cost reduction & reliability

Improved balance sheet: $1.5 billion

of cash & no net debt at SUN parent level

Non-Refining businesses generating value

Market remains challenging, but Sunoco is prepared

Focused on fundamentals

Run safely & reliably at optimal capacity utilization

Improve margin capture

Lower our break-even cost per barrel

Protect the balance sheet

Positioning for future success

Become premier provider of transportation fuels in our markets

Achieve sustainably lower cost structure

Separate SunCoke Energy

Grow through SXL & Retail business

Key Takeaways

Appendix

13

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

   Refining & Supply

      Continuing Operations

14

(77)

(118)

(135)

(316)

(42)

86

44

      Discontinued Tulsa Operations

9

(6)

-

-

3

-

-

-

   Retail Marketing

6

10

49

21

86

21

45

66

   Logistics

30

26

19

22

97

17

20

37

   Coke

25

42

35

78

180

37

41

78

   Chemicals

      Continuing Operations

(12)

(3)

(2)

4

(13)

3

5

8

      Discontinued Polypropylene Operations

8

3

1

2

14

21

-

21

   Corporate Expenses

(11)

(15)

(6)

(6)

(38)

(23)

(20)

(43)

   Net Financing Expenses & Other

(10)

(11)

(12)

(17)

(50)

(17)

(19)

(36)

      Income (Loss) Before Special Items

59

(31)

(34)

(31)

(37)

17

158

175

      Special Items

(47)

(24)

(278)

57

(292)

(80)

(13)

(93)

        Net Income (Loss)

12

(55)

(312)

26

(329)

(63)

145

82

   EPS, $/Share (diluted)

      Income (Loss) Before Special Items

0.50

(0.27)

(0.29)

(0.27)

(0.32)

0.14

1.31

1.46

      Net Income (Loss)

0.10

(0.47)

(2.67)

0.22

(2.81)

(0.53)

1.20

0.69

Earnings Profile, MM$ After-Tax

14

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

   Refining & Supply

      Continuing Operations

26

(130)

(182)

(227)

(513)

(70)

138

68

      Discontinued Tulsa Operations

15

(10)

-

-

5

-

-

-

   Retail Marketing

9

18

83

36

146

34

73

107

   Logistics

48

41

30

33

152

27

30

57

   Coke

33

61

47

52

193

51

56

107

   Chemicals

      Continuing Operations

(17)

(6)

(4)

6

(21)

5

7

12

      Discontinued Polypropylene Operations

11

6

2

3

22

33

-

33

   Corporate Expenses

(18)

(15)

(18)

(16)

(67)

(23)

(30)

(53)

   Net Financing Expenses & Other

(17)

(19)

(20)

(28)

(84)

(28)

(27)

(55)

      Pre-Tax Income (Loss) Before Special Items

90

(54)

(62)

(141)

(167)

29

247

276

      Pre-Tax Special Items

(79)

(41)

(467)

94

(493)

(214)

(22)

(236)

        Pre-Tax Income (Loss)

11

(95)

(529)

(47)

(660)

(185)

225

40

        Income Tax Expense (Benefit)

(1)

(40)

(217)

(73)

(331)

(122)

80

(42)

            Net Income (Loss)

12

(55)

(312)

26

(329)

(63)

145

82

Earnings Profile, MM$ Pre-Tax

15

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

Realized Margin Indicators

Refining & Supply, $/B*

6.33

3.65

2.72

1.96

3.66

4.08

7.34

5.82

Retail Marketing, cpg

   Gasoline

6.4

7.0

13.0

8.8

8.9

8.9

11.5

10.2

   Distillate

24.5

12.0

11.7

7.9

14.8

8.0

9.0

8.5

Chemicals, cpp**

6.6

8.2

7.3

9.7

8.0

9.9

8.9

9.4

Market Indicators

Dated Brent Crude Oil, $/B

44.40

58.79

68.27

74.56

61.51

76.24

78.30

77.27

Natural Gas, $/DT

4.48

3.81

3.44

4.92

4.16

5.04

4.34

4.69

* Excludes discontinued Tulsa refining operations.

** Excludes discontinued polypropylene operations.

Key Indicators

16

* Excludes discontinued Tulsa refining operations.

Key Volume Indicators –

Refining & Supply

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

Total Refining & Supply *

Crude Throughputs, MB/D

627

644

613

617

625

533

618

576

% Capacity

76

78

74

85

78

79

92

85

Net Prod. Available for Sale, MB/D

689

720

669

682

690

591

664

628

Net Prod. Available for Sale, MMB

62

66

62

62

252

53

61

114

17

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

Retail Marketing

   Gasoline Sales, MM Gal

1,066

1,147

1,140

1,108

4,461

1,026

1,130

2,156

   Middle Distillate Sales, MM Gal

138

116

114

95

463

91

114

205

      Total Sales, MM Gal

  1,204

      1,263

      1,254

      1,203

      4,924

      1,117

     1,244

    2,361

   Gasoline and Diesel Throughput

     143

         153

         156

         153

         151

         147

        159

       153

     (Company-Owned or Leased Outlets)

     (M Gal/Site/Month)

   Merchandise Sales (M$/Store/Month)

       78

           92

         104

           91

           91

           88

        104

         96

Chemicals*

   Phenol and Related Sales, MM#

     407

         427

         483

         457

      1,774

         449

        554

    1,003

Coke

   Production, M Tons:

      United States

     681

         694

         715

         778

      2,868

         841

        883

    1,724

      Brazil

280

282

321

383

1,266

413

422

835

* Excludes discontinued polypropylene operations.

Key Volume Indicators –

Non-Refining

18

*

Represents

Partners’

Capital

for

SXL

and

Shareholders’

Equity

for

Sunoco.

**  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.

*** Capital excludes noncontrolling interests.

Proforma

Proforma

  SUN 

  SUN 

SXL

(ex SXL)

Sunoco

SXL

(ex SXL)

Sunoco

Debt

1,141

1,306

2,447

1,213

1,306

2,519

Plus: Debt Guarantees

-

2

2

-

1

1

Less: Cash

(2)

(810)

(812)

(2)

(1,460)

(1,462)

Net Debt

1,139

498

1,637

1,211

(153)

1,058

Equity*

657

2,712

2,712

664

2,831

2,831

SXL Noncontrolling Interest

-

-

414

-

-

418

Capital

1,796

3,210

4,763

1,875

2,678

4,307

Net Debt / Capital (Sunoco

  Revolver Covenant Basis)**

63%

16%

34%

65%

-6%

25%

Debt / Capital (GAAP Basis) ***

47%

47%

3/31/2010

6/30/2010

Financial Ratios, MM$ except ratios

19

*

Represents

Partners’

Capital

for

SXL

and

Shareholders’

Equity

for

Sunoco.

**  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.

*** Capital excludes noncontrolling interests.

Financial Ratios, MM$ except ratios

Proforma

  SUN 

SXL

(ex SXL)

Sunoco

Debt

868

1,596

2,464

Plus: Debt Guarantees

-

2

2

Less: Cash

(2)

(375)

(377)

Net Debt

866

1,223

2,089

Equity*

862

2,557

2,557

SXL Noncontrolling Interest

-

-

488

Capital

1,728

3,780

5,134

Net Debt / Capital (Sunoco

  Revolver Covenant Basis)**

50%

32%

41%

Debt / Capital (GAAP Basis) ***

49%

12/31/2009

20

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

12/31/2009

3/31/2010

6/30/2010

SXL

Sunoco

1.7

* Includes cash and cash equivalents of $0.4B, $0.8B and $1.5B at 12/31/09, 3/31/10 and 6/30/10.

2.7

Liquidity*, B$

3.2

21

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

Total Refining & Supply *

Net Production, MB/D

689.1

720.2

669.2

681.7

689.9

590.5

664.2

627.6

Gasoline

51%

51%

52%

53%

52%

52%

52%

52%

Middle Distillates

34%

32%

33%

32%

32%

34%

37%

36%

Residual Fuel

9%

9%

9%

8%

9%

6%

6%

6%

Petrochemicals

3%

4%

4%

4%

4%

4%

3%

3%

Other

8%

9%

7%

8%

8%

9%

7%

8%

Less Refinery Fuel

-5%

-5%

-5%

-5%

-5%

-5%

-5%

-5%

* Excludes discontinued Tulsa refining operations.

Refining & Supply –

Products Manufactured

22

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

Total Refining & Supply *

Gasoline Production, MB/D

350.0

370.3

346.0

365.5

357.9

306.3

343.1

324.8

RFG

46%

46%

55%

45%

48%

47%

48%

47%

Conventional

54%

54%

45%

55%

52%

53%

52%

53%

Distillate Production, MB/D

233.4

229.5

219.3

219.3

225.3

202.4

244.5

223.5

On-Road Diesel Fuel

47%

53%

56%

52%

52%

53%

66%

60%

Heating Oil / Off-Road Diesel

30%

22%

23%

25%

25%

28%

15%

21%

Jet Fuel

20%

23%

19%

21%

21%

17%

19%

18%

Kerosene/Other

3%

2%

2%

2%

2%

2%

0%

1%

* Excludes discontinued Tulsa refining operations.

Refining & Supply –

Gasoline and Distillate Production

23

Granite City Start Up

The ramp up during 1Q10 was slower than planned

Operational improvements were implemented during 2Q10

Impact to income guidance in 2010 expected to be offset by benefits from higher coal prices

extending out further than planned and lower costs

Middletown Plant Update

Construction began in early April 2010 with coke production expected in 2H 2011

Total capital spend projected at $380MM, including capitalized interest of approximately $25MM

Jewell Mining Expansion Planned

Expand production from Jewell mines by 500,000 tons per year (increase of 40%)

Will be producing at annualized rate of 1.75MM tons by late 2012

Total capital spend estimated to be approximately $25MM through 2014

Expansion provides an opportunity for income growth

Also updating coal reserve study

SunCoke Update

24

Refining

& Supply

1,100

Chemicals

690

Logistics

1,070

Will create two well-positioned businesses:

Leading

high-quality

metallurgical

coke

manufacturer

with

operations in the U.S. and abroad

Streamlined fuels business that is better positioned to become the

premier provider of transportation fuels in its markets

Separation planned for first half of 2011

Evaluating a number of strategic options for separation

Will ultimately separate 100%

Enhances both businesses and allows each to pursue

more focused strategic plan

Unlocking Shareholder Value via SunCoke Separation

25

Toledo 4-3-1 Benchmark

4 WTI Crude: NYMEX Futures Close + $2.00 for transportation*

3 Unleaded Gasoline: Chicago Pipeline Platt’s Low

1 Distillate: 50% ULSD Chicago Pipeline Platt’s Low

50% Jet Gulf Coast Pipe Platt’s Low**

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

6 Dated Brent Crude: Platt’s Mid + $2.25 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 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

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

Northeast 6-3-2-1 

  Value-Added Benchmark

5.32

5.23

4.10

3.85

4.62

6.09

5.91

6.00

Toledo 4-3-1

  Benchmark

7.28

9.36

6.41

2.56

6.40

3.99

8.89

6.44

YTD

1Q09

2Q09

3Q09

4Q09

FY09

1Q10

2Q10

2010

Northeast 6-3-2-1 

  at 80% weight

4.26

4.18

3.28

3.08

3.70

4.87

4.73

4.80

Toledo 4-3-1

  at 20% weight

1.45

1.87

1.29

0.51

1.28

0.80

1.78

1.29

R&S Weighted Benchmark

5.71

6.05

4.57

3.59

4.98

5.67

6.51

6.09

* Benchmarks were updated in 1Q10 to reflect higher market crude transportation costs and all prior periods were

restated for these new transportation costs.

** The Toledo benchmark was updated effective 1/1/2010 to include the US Gulf Coast Jet component. However, 

prior to 2010, the benchmarks were not restated for this change due to immateriality. 

Sunoco Refining Weighted Benchmark Margin, $/B

26

Media releases and SEC filings are available

on our website at www.SunocoInc.com

Contact for more information:

Clare McGrory

(215) 977-6764

For More Information