ITEM 3. LEGAL PROCEEDINGS
Many legal and administrative proceedings are pending against Sunoco. Although the ultimate outcome of these proceedings cannot be ascertained at this time, it is reasonably possible that some of them could be resolved unfavorably to Sunoco. Management of Sunoco believes that any liabilities which may arise from such proceedings would not be material in relation to the consolidated financial position of Sunoco at December 31, 2000.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Executive Officers of Sunoco, Inc.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by reference to the Quarterly Financial and Stock Market Information on page 47 of the Company's 2000 Annual Report to Shareholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by reference to the Selected Financial Data on page 8 of the Company's 2000 Annual Report to Shareholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is incorporated herein by reference to pages 9-24 in the Company's 2000 Annual Report to Shareholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information in the Company's 2000 Annual Report to Shareholders is incorporated herein by reference: the Consolidated Financial Statements on pages 25-28; the Notes to Consolidated Financial Statements on pages 29-44; the Report of Independent Auditors on page 45; and the Quarterly Financial and Stock Market Information on page 47.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information on directors required by Items 401 and 405 of Regulation S- K is incorporated herein by reference to the Company's definitive Proxy Statement ("Proxy Statement") which will be filed with the Securities and Exchange Commission ("SEC") within 120 days after December 31, 2000.
Information concerning the Company's executive officers appears in Part I of this Annual Report on Form 10-K.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K is incorporated herein by reference to the Company's Proxy Statement which will be filed with the SEC within 120 days after December 31, 2000, except that the Report of the Compensation Committee and the Stock Performance Graph contained in the Proxy Statement are specifically excluded from incorporation by reference herein.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 403 of Regulation S-K is incorporated herein by reference to the Company's Proxy Statement which will be filed with the SEC within 120 days after December 31, 2000.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 404 of Regulation S-K is incorporated herein by reference to the Company's Proxy Statement which will be filed with the SEC within 120 days after December 31, 2000.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Consolidated Financial Statements:
The information appearing in the Company's 2000 Annual Report to Shareholders as described in Item 8 is incorporated herein by reference.
2. Financial Statement Schedules:
Schedule II--Valuation Accounts is included on page 28 of this Form 10-K. Other schedules are omitted because the required information is shown elsewhere in this report, is not necessary or is not applicable.
3. Exhibits:
- -------- * These exhibits constitute the Executive Compensation Plans and Arrangements of the Company.
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K on November 9, 2000 to disclose under Item 5 - -"Other Events" and Item 7 - -"Financial Statements and Exhibits," a press release issued by the Company announcing that it had signed a definitive agreement to acquire Aristech Chemical Corporation from Mitsubishi Corporation. On January 16, 2001, the Company filed another Form 8-K to provide under Item 2 - -"Acquisition or Disposition of Assets" a brief description of the Aristech acquisition, which was completed effective January 1, 2001. Since it was impracticable to provide the financial statements required by Item 7 - -"Financial Statements and Exhibits" at the time of this filing, the required financial statements will be filed by amendment as soon as practicable, but in any event not later than March 19, 2001.
Note: Copies of each Exhibit to this Form 10-K are available upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Sunoco, Inc.
By /s/ Thomas W. Hofmann Thomas W. Hofmann Vice President and Chief Financial Officer
Date March 1, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by or on behalf of the following persons on behalf of the registrant and in the capacities indicated on March 1, 2001:
RAYMOND E. CARTLEDGE* - --------------------- Raymond E. Cartledge, Director
ROBERT J. DARNALL* - ------------------ Robert J. Darnall, Director
JOHN G. DROSDICK* - ----------------- John G. Drosdick, Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)
MARY JOHNSTON EVANS* - -------------------- Mary Johnston Evans, Director
THOMAS P. GERRITY* - ------------------ Thomas P. Gerrity, Director
ROSEMARIE B. GRECO* - ------------------- Rosemarie B. Greco, Director
THOMAS W. HOFMANN* - ------------------ Thomas W. Hofmann, Vice President and Chief Financial Officer (Principal Financial Officer)
JAMES G. KAISER* - ---------------- James G. Kaiser, Director
ROBERT D. KENNEDY* - ------------------ Robert D. Kennedy, Director
JOSEPH P. KROTT* - ---------------- Joseph P. Krott, Comptroller (Principal Accounting Officer)
NORMAN S. MATTHEWS* - ------------------- Norman S. Matthews, Director
R. ANDERSON PEW* - ---------------- R. Anderson Pew, Director
G. JACKSON RATCLIFFE* - --------------------- G. Jackson Ratcliffe, Director
ALEXANDER B. TROWBRIDGE* - ------------------------ Alexander B. Trowbridge, Director
*By /s/ THOMAS W. HOFMANN Thomas W. Hofmann Individually and as Attorney-in-Fact
SUNOCO, INC. AND SUBSIDIARIES SCHEDULE II--VALUATION ACCOUNTS For the Years Ended December 31, 2000, 1999, and 1998 (Millions of Dollars)