Sunoco 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.2

SUNOCO, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Sunoco, Inc. (“Sunoco”) contributed its cokemaking and coal mining operations to SunCoke Energy, Inc. on July 18, 2011. (Throughout these pro forma financial statements, SunCoke Energy, Inc. and its predecessor entities, which made up Sunoco’s cokemaking and coal mining operations, will be referred to as SunCoke). Effective with the closing of an initial public offering (the “IPO”) of SunCoke’s common stock on July 26, 2011, Sunoco had an 81-percent interest in SunCoke. On January 17, 2012, Sunoco completed the spin-off of its remaining interest in SunCoke by means of a special stock dividend of 56,660,000 shares of SunCoke common stock (the “Distribution”). Sunoco stockholders of record as of the close of business on January 5, 2012 (the “Record Date”) received 0.53046456 of a share of SunCoke common stock for every common share of Sunoco stock held as of the Record Date.

Prior to the completion of the IPO, Sunoco and SunCoke entered into a Separation and Distribution Agreement and other agreements that govern the post-IPO relationship. These agreements allow for a settlement process surrounding the transfer of certain assets and liabilities, for which future adjustments could occur as these transfers are resolved.

The unaudited pro forma consolidated financial information of Sunoco presented below was derived from Sunoco’s historical consolidated financial statements and is being presented to give effect to the spin-off of SunCoke. The unaudited pro forma consolidated statements of continuing operations give effect to the spin-off of SunCoke as if the spin-off occurred on January 1, 2008. The unaudited pro forma consolidated balance sheet assumes the spin-off of SunCoke occurred on September 30, 2011. SunCoke will be reported as a discontinued operation beginning with Sunoco’s Form 10-Q for the quarter ended March 31, 2012.

In connection with the contribution of Sunoco’s cokemaking and coal operations to SunCoke and SunCoke’s issuance of approximately $700 million of long-term debt, Sunoco received $575 million of cash for the repayment of certain intercompany obligations of SunCoke in July 2011. As the cash received by Sunoco was not designated for any specific purpose, there are no pro forma adjustments to reflect potential uses for this cash and no interest income was assumed.

The pro forma adjustments are based on the best information available and assumptions that management believes are factually supportable. The unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not intended to reflect what Sunoco’s financial position and results of operations would have been had the spin-off occurred on the dates indicated and is not necessarily indicative of Sunoco’s future financial position and future results of operations. The unaudited pro forma consolidated financial information should be read in conjunction with Sunoco’s historical financial statements and accompanying notes.

Sunoco, Inc. and Subsidiaries

Pro Forma Consolidated Statement of Continuing Operations (Unaudited)

For the Nine Months Ended September 30, 2011

(Millions of Dollars and Shares, Except Per-Share Amounts)

				Spin-off of			Pro Forma			Pro
	Historical			SunCoke			Adjustments			Forma
Revenues
Sales and other operating revenue (including consumer excise taxes)	$	34,123		$	(1,114	)	$	7	(A)	$	33,016
Interest income		17			(12	)		12	(B)		17
Gain on remeasurement of pipeline equity interests		9			—			—			9
Other income, net		40			(1	)		—			39
		34,189			(1,127	)		19			33,081
Costs and Expenses
Cost of products sold and operating expenses		31,313			(942	)		7	(A)		30,378
Consumer excise taxes		1,683			—			—			1,683
Selling, general and administrative expenses		479			(61	)		—			418
Depreciation, depletion and amortization		323			(43	)		—			280
Payroll, property and other taxes		84			(16	)		—			68
Provision for asset write-downs and other matters		1,977			—			—			1,977
Interest cost and debt expense		138			(13	)		4	(B)		129
Interest capitalized		(20	)		15			—			(5	)
		35,977			(1,060	)		11			34,928
Income (loss) from continuing operations before income tax expense (benefit)		(1,788	)		(67	)		8			(1,847	)
Income tax expense (benefit)		(752	)		(10	)		3	(C)		(779	)
								(20	)(D)
Income (loss) from continuing operations		(1,036	)		(57	)		25			(1,068	)
Less: Income from continuing operations attributable to noncontrolling interests		133			—			—			133
Income (loss) from continuing operations attributable to Sunoco, Inc. shareholders	$	(1,169	)	$	(57	)	$	25		$	(1,201	)
Loss from continuing operations attributable to Sunoco, Inc. shareholders per share of common stock
Basic	$	(9.86	)							$	(10.13	)
Diluted	$	(9.86	)							$	(10.13	)
Weighted-average number of shares outstanding:
Basic		118.6									118.6
Diluted		118.6									118.6

(See accompanying notes to the unaudited pro forma consolidated financial statements)

Sunoco, Inc. and Subsidiaries

Pro Forma Consolidated Statement of Continuing Operations (Unaudited)

For the Nine Months Ended September 30, 2010

(Millions of Dollars and Shares, Except Per-Share Amounts)

	Historical			Spin-off of SunCoke			Pro Forma Adjustments			Pro Forma
Revenues
Sales and other operating revenue (including consumer excise taxes)	$	26,269		$	(1,010	)	$	7	(A)	$	25,266
Interest income		4			(18	)		18	(B)		4
Gain on remeasurement of pipeline equity interests		128			—			—			128
Other income, net		68			—			—			68
		26,469			(1,028	)		25			25,466
Costs and Expenses
Cost of products sold and operating expenses		23,224			(762	)		7	(A)		22,469
Consumer excise taxes		1,754			—			—			1,754
Selling, general and administrative expenses		462			(38	)		—			424
Depreciation, depletion and amortization		343			(37	)		—			306
Payroll, property and other taxes		93			(15	)		—			78
Provision for asset write-downs and other matters		64			—			—			64
Interest cost and debt expense		122			(4	)		4	(B)		122
Interest capitalized		(10	)		5			—			(5	)
		26,052			(851	)		11			25,212
Income from continuing operations before income tax expense		417			(177	)		14			254
Income tax expense		86			(46	)		5	(C)		50
								5	(D)
Income from continuing operations		331			(131	)		4			204
Less: Income from continuing operations attributable to noncontrolling interests		163			(10	)		—			153
Income from continuing operations attributable to Sunoco, Inc. shareholders	$	168		$	(121	)	$	4		$	51
Income from continuing operations attributable to Sunoco, Inc. shareholders per share of common stock
Basic	$	1.40								$	0.43
Diluted	$	1.40								$	0.42
Weighted-average number of shares outstanding:
Basic		120.0									120.0
Diluted		120.1									120.1

(See accompanying notes to the unaudited pro forma consolidated financial statements)

Sunoco, Inc. and Subsidiaries

Pro Forma Consolidated Statement of Continuing Operations (Unaudited)

For the Year Ended December 31, 2010

(Millions of Dollars and Shares, Except Per-Share Amounts)

	Historical*			Spin-off of SunCoke			Pro Forma Adjustments			Pro Forma
Revenues
Sales and other operating revenue (including consumer excise taxes)	$	36,175		$	(1,318	)	$	10	(A)	$	34,867
Interest income		5			(23	)		23	(B)		5
Gain on remeasurement of pipeline equity interests		128			—			—			128
Other income, net		92			(10	)		—			82
		36,400			(1,351	)		33			35,082
Costs and Expenses
Cost of products sold and operating expenses		32,011			(1,018	)		10	(A)		31,003
Consumer excise taxes		2,348			—			—			2,348
Selling, general and administrative expenses		640			(62	)		—			578
Depreciation, depletion and amortization		467			(49	)		—			418
Payroll, property and other taxes		113			(19	)		—			94
Provision for asset write-downs and other matters		109			—			—			109
Interest cost and debt expense		164			(5	)		5	(B)		164
Interest capitalized		(15	)		8			—			(7	)
		35,837			(1,145	)		15			34,707
Income from continuing operations before income tax expense		563			(206	)		18			375
Income tax expense		118			(52	)		7	(C)		73
Income from continuing operations		445			(154	)		11			302
Less: Income from continuing operations attributable to noncontrolling interests		194			(8	)		—			186
Income from continuing operations attributable to Sunoco, Inc. shareholders	$	251		$	(146	)	$	11		$	116
Income from continuing operations attributable to Sunoco, Inc. shareholders per share of common stock
Basic	$	2.09								$	0.97
Diluted	$	2.09								$	0.96
Weighted-average number of shares outstanding:
Basic		120.1									120.1
Diluted		120.3									120.3

* Amounts have been restated to reflect Sunoco’s phenol chemical business as discontinued operations consistent with the presentation in Sunoco’s Form 10-Q for the quarter ended September 30, 2011.

(See accompanying notes to the unaudited pro forma consolidated financial statements)

Sunoco, Inc. and Subsidiaries

Pro Forma Consolidated Statement of Continuing Operations (Unaudited)

For the Year Ended December 31, 2009

(Millions of Dollars and Shares, Except Per-Share Amounts)

	Historical*			Spin-off of SunCoke			Pro Forma Adjustments			Pro Forma
Revenues
Sales and other operating revenue (including consumer excise taxes)	$	29,575		$	(1,124	)	$	8	(A)	$	28,459
Interest income		5			(24	)		24	(B)		5
Other income, net		116			(21	)		—			95
		29,696			(1,169	)		32			28,559
Costs and Expenses
Cost of products sold and operating expenses		25,876			(844	)		8	(A)		25,040
Consumer excise taxes		2,387			—			—			2,387
Selling, general and administrative expenses		651			(39	)		—			612
Depreciation, depletion and amortization		456			(33	)		—			423
Payroll, property and other taxes		129			(18	)		—			111
Provision for asset write-downs and other matters		687			(1	)		—			686
Interest cost and debt expense		145			(6	)		6	(B)		145
Interest capitalized		(39	)		15			—			(24	)
		30,292			(926	)		14			29,380
Income (loss) from continuing operations before income tax expense (benefit)		(596	)		(243	)		18			(821	)
Income tax expense (benefit)		(358	)		(23	)		7	(C)		(374	)
Income (loss) from continuing operations		(238	)		(220	)		11			(447	)
Less: Income from continuing operations attributable to noncontrolling interests		129			(22	)		—			107
Income (loss) from continuing operations attributable to Sunoco, Inc. shareholders	$	(367	)	$	(198	)	$	11		$	(554	)
Loss from continuing operations attributable to Sunoco, Inc. shareholders per share of common stock
Basic	$	(3.14	)							$	(4.74	)
Diluted	$	(3.14	)							$	(4.74	)
Weighted-average number of shares outstanding:
Basic		116.9									116.9
Diluted		116.9									116.9

* Amounts have been restated to reflect Sunoco’s phenol chemical business as discontinued operations consistent with the presentation in Sunoco’s Form 10-Q for the quarter ended September 30, 2011.

(See accompanying notes to the unaudited pro forma consolidated financial statements)

Sunoco, Inc. and Subsidiaries

Pro Forma Consolidated Statement of Continuing Operations (Unaudited)

For the Year Ended December 31, 2008

(Millions of Dollars and Shares, Except Per-Share Amounts)

	Historical*			Spin-off of SunCoke			Pro Forma Adjustments			Pro Forma
Revenues
Sales and other operating revenue (including consumer excise taxes)	$	48,058		$	(838	)	$	11	(A)	$	47,231
Interest income		17			(27	)		27	(B)		17
Other income, net		73			(3	)		—			70
		48,148			(868	)		38			47,318
Costs and Expenses
Cost of products sold and operating expenses		42,951			(613	)		11	(A)		42,349
Consumer excise taxes		2,436			—			—			2,436
Selling, general and administrative expenses		781			(34	)		—			747
Depreciation, depletion and amortization		432			(25	)		—			407
Payroll, property and other taxes		130			(18	)		—			112
Provision for asset write-downs and other matters		(18	)		—			—			(18	)
Interest cost and debt expense		111			(11	)		11	(B)		111
Interest capitalized		(39	)		11			—			(28	)
		46,784			(690	)		22			46,116
Income from continuing operations before income tax expense		1,364			(178	)		16			1,202
Income tax expense		429			(38	)		6	(C)		397
Income from continuing operations		935			(140	)		10			805
Less: Income from continuing operations attributable to noncontrolling interests		113			(19	)		—			94
Income from continuing operations attributable to Sunoco, Inc. shareholders	$	822		$	(121	)	$	10		$	711
Income from continuing operations attributable to Sunoco, Inc. shareholders per share of common stock
Basic	$	7.03								$	6.08
Diluted	$	7.02								$	6.07
Weighted-average number of shares outstanding:
Basic		117.0									117.0
Diluted		117.1									117.1

* Amounts have been restated to reflect Sunoco’s phenol chemical business as discontinued operations consistent with the presentation in Sunoco’s Form 10-Q for the quarter ended September 30, 2011.

(See accompanying notes to the unaudited pro forma consolidated financial statements)

Sunoco, Inc. and Subsidiaries

Pro Forma Consolidated Balance Sheet (Unaudited)

At September 30, 2011

(Millions of Dollars)

	Historical			Spin-off of SunCoke			Pro Forma Adjustments			Pro Forma
Assets
Cash and cash equivalents	$	1,656		$	(111	)	$	(11	)(E)	$	1,534
Accounts and notes receivable, net		3,092			(52	)		—			3,040
Inventories		1,153			(222	)		—			931
Deferred income taxes		137			—			—			137
Assets held for sale		89			—			—			89
Total current assets		6,127			(385	)		(11	)		5,731
Investments and long-term receivables		165			(41	)		—			124
Note receivable from sale of Toledo refinery		182			—			—			182
Properties, plant and equipment, cost		7,163			(1,831	)		—			5,332
Less: accumulated depreciation, depletion and amortization		1,980			(382	)		—			1,598
Properties, plant and equipment, net		5,183			(1,449	)		—			3,734
Deferred charges and other assets		590			(45	)		(5	)(E)		540
Total assets	$	12,247		$	(1,920	)	$	(16	)	$	10,311
Liabilities and Equity
Accounts payable	$	4,240		$	(185	)		—		$	4,055
Accrued liabilities		522			(52	)		—			470
Short-term borrowings		115			—			—			115
Current portion of long-term debt		32			(3	)		—			29
Taxes payable		125			98			(77	)(F)		146
Total current liabilities		5,034			(142	)		(77	)		4,815
Long-term debt		3,377			(695	)		—			2,682
Retirement benefit liabilities		464			(45	)		—			419
Deferred income taxes		663			(333	)		(19	)(F)		311
Other deferred credits and liabilities		504			(59	)		—			445
Commitments and contingent liabilities
Total liabilities		10,042			(1,274	)		(96	)		8,672
Equity
Common stock		282			(1	)		1	(G)		282
Capital in excess of par value		1,806			(483	)		483	(G)		1,670
								(131	)(H)
								(5	)(E)
Retained earnings		4,309			(12	)		12	(G)		4,029
								(269	)(H)
								(11	)(E)
Common stock held in treasury, at cost		(4,889	)		—			—			(4,889	)
Accumulated other comprehensive loss		(206	)		(1	)		—			(207	)
Total Sunoco, Inc. shareholders’ equity		1,302			(497	)		80			885
Noncontrolling interests		903			(149	)		—			754
Total equity		2,205			(646	)		80			1,639
Total liabilities and equity	$	12,247		$	(1,920	)	$	(16	)	$	10,311

(See accompanying notes to the unaudited pro forma consolidated financial statements)

SUNOCO, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(A) Restoration and reclassification of intercompany sales by SunCoke to Sunoco which were previously eliminated in Sunoco’s consolidation to offset the amounts removed in the SunCoke column. The adjustment results in the inclusion of these costs as costs of goods sold and operating expense in Sunoco’s consolidated statements of continuing operations.

(B) Reflects the elimination of intercompany interest income and expense associated with the disposition of intercompany receivables and payables between Sunoco and SunCoke in connection with the contribution of Sunoco’s cokemaking and coal mining operations to SunCoke on July 18, 2011.

(C) Reflects the tax effect of the elimination of intercompany interest income and expense described in pro forma adjustment (B). The applicable tax rate was approximately 38 percent.

(D) Adjusts the pro forma tax provisions for Sunoco (excluding SunCoke) to the applicable estimated effective tax rate for the applicable interim period. The effective tax rate for income from continuing operations attributable to Sunoco, Inc. shareholders was 39 and 50 percent for the nine months ended September 30, 2011 and 2010, respectively.

(E) Reflects the pro rata charge to paid in capital in excess of par value and retained earnings for the expenses totaling $16 million which were incurred in connection with the Distribution. There are no transaction costs included in the consolidated statements of continuing operations for the nine months ended September 30, 2011 or the year ended December 31, 2010 as all costs of the Distribution have been charged to equity. The unaudited pro forma consolidated statements of continuing operations do not include any adjustments to Sunoco’s selling, general and administrative expenses after the spin-off of SunCoke since any such adjustment would not be factually supportable.

(F) Reflects the reduction in Sunoco’s income taxes payable and deferred income tax liability as a result of its retention of a portion of SunCoke’s 2011 anticipated net operating loss and prior year deferred tax credit carryforwards which are being retained by Sunoco under the tax-sharing agreement between Sunoco and SunCoke.

(G) Reflects the restoration of the common stock, capital in excess of par value and retained earnings of SunCoke to offset the amounts removed in the SunCoke column. See adjustment (H) below for the removal of Sunoco’s investment in SunCoke from the applicable Sunoco equity accounts as a result of the distribution of SunCoke to Sunoco shareholders.

(H) Reflects the pro rata charge to Sunoco’s paid in capital and retained earnings for the distribution of its investment in SunCoke, as adjusted to reflect the reductions in this investment as a result of the retention of tax assets as described in pro forma adjustment (F), to Sunoco shareholders.