Erik Mielke – Merrill Lynch Jeff Dietert - Simmons & Company Mark Gilman - The Benchmark Company Neil McMahon - Sanford Bernstein Paul Sankey - Deutsche Bank Paul Cheng - Barclays Capital Chi Chow – Tristone Capital Mark Caruso - Millennium Partners

Welcome to Sunoco's first quarter earnings call. (Operator Instructions) I will now turn the call over to Ms. Lynn Elsenhans, CEO of Sunoco.

Welcome to Sunoco's quarterly conference call, where we will be discussing the company's first quarter earnings that were reported last evening. With me today are Terry Delaney our Interim Chief Financial Officer, Vince Kelly from Refining and Supply, Mike Thomson from SunCoke Energy, Bruce Rubin from Chemicals and Bill Diebold the Manager of Investor Relations. I'll start by making a few introductory comments and then Terry will address business results and comment further on our overall financial position. As part of today's call, I would like direct you to our website www.sunocoinc.com, where we have posted a number of presentation slides, which may be useful to you as reference points as we progress through the remarks. For purposes of facilitating a good discussion, I'd also like to refer you to the Safe Harbor statement referenced on slide 26 of the slide package, and is included last night's earnings release and in today's Form 10-Q filing. So, let's begin. We reported quarterly net income attributable to Sunoco shareholders of $12 million, which included $47 million net unfavorable special items, which are detailed in the earnings release and on slide 12. Excluding these special items, Sunoco's income was $59 million or $0.50 a share. While a challenging market environment impacted both volumes in margins in our petroleum and chemical businesses, I think the result represents a significant improvement from last year's first quarter where we lost $59 million. Contributing to the improvement were our actions to optimize our refining operations and crude feedstock slate and to reduce expenses across all of our businesses. In addition, our coke and logistics businesses continued to contribute steady earnings in the first quarter with Sunoco Logistics Partners LP reflecting another record quarterly result. As we consider the outlook for the rest of the year, the market…

Before addressing some specifics, in general I'd say the quarter was one where we operated our refining system in an effective manner, which allowed us to be profitable in a weak market. Our non-refining operations continue to make positive contributions, and we took actions to improve the company's cost and financial positioning for the future. Now, with respect to the first quarter business unit results, first with refining and supply, which earned $23 million in the first quarter. As most of you know, the market weakened from the fourth quarter as distillate demand and margins deteriorated throughout the quarter. Operationally, crude unit utilization across our system in the quarter was 74% with rates reflective of weak demand for refined products. With respect to our first quarter margin realizations, I refer you to slide 14 through 16 for more detail on our refining system crude cost and product differentials versus our benchmarks. In general, however, I'd say we continued to run a broader mix of crude grades and limit our purchases of higher priced crude's. In doing so, we committed to maintain at relatively low levels our average crude cost in the northeast system, which for the quarter averaged approximately $0.70 a barrel below our benchmark delivered dated brand cost. In the mid-continent, our crude costs versus the WTI benchmark also improved largely related to the contango market structure captured by our purchase contracts. Now, let me turn to our non-refining businesses, which in the aggregate earned $57 million during the quarter. Retail marketing earned $6 million. Sales volumes were relatively flat from the prior year, although, margins were negatively affected by periods of rising wholesale prices and a weak overall demand environment. While April retail margins remained weak, the onset of the driving season should bring improvement to the retail…

Your first question comes from Erik Mielke – Merrill Lynch Erik Mielke – Merrill Lynch: My question is probably for Mike Thomson and relates to the coke business. You reaffirmed your guidance for 2009 at $175 to $200. Given the delay to Middletown, can you give us an update on what your guidance will be for 2010? Secondly linked to the coke business, can you give us an update on where you are in your discussions with your customers around existing contracts? I don't think it's a surprise to anyone that some of your customers have had a tough time of late. I just wonder where you are on those negotiations.

I'll tell you where we are at in Middletown. As you know, we've had some challenges to the projects existing air permit. This is a valid permit and it gives us the right to build but given some opposition we want to ensure that a full and complete due process is satisfied and our opponents get their views into the mix. Essentially those challenges attack the validity of the permit we have. As such we filed for a new permit under major source regulations. It's always difficult to predict the timing of permitting, but we filed that recently and we expect in the next few months we will secure major source permit for Middletown. And if we are successful in doing that, we would recommence construction probably in the fourth quarter, which would defer all the capital spending, as Terry and Lynn mentioned, predominantly into 2010. So that's the current timetable. We expect to be successful with that permit and, like I said, hopefully be in full construction in the fourth quarter. With respect to our customers and their situation, as you know probably the steel industry hasn't recovered noticeably from the last time we spoke. Our customers continue to conserve cash and we continue to work with them any way we can to help them do so, and right now we continue to produce at pretty much our contract volumes with the exception of Brazil. We're under a temporary agreement with them where we've reduced production about 30%. With respect to the U.S. operations, we continue to work with Ashland, Middletown, and Severstal on ways we can help, and we'll probably get increasingly serious about that in the current quarter. Again, the objective will be to continue to preserve the integrity or the spirit of the take-or-pay option if there are ways we can reduce production and be made whole and help them conserve cash on working capital or coal purchases we're going to make every effort to do that. Erik Mielke – Merrill Lynch: And reaffirming your guidance for 2009, have you made some assumption for potential changes to those contracts in the near-term?

In 2009 we fully expect if we make changes we will be treated as if they were take-or-pay. We can reduce volumes and rearrange the fee structures to accommodate that and that's our expectation. Erik Mielke – Merrill Lynch: Right, my understanding was from previous of conference calls that the focus will be on NAB preservation, which means that you would have spent the revenues over the contract terms but it could mean a short-term loss of revenues, which would need to lower earnings in the short-term.

Well I can't recall exactly what we said, but I think the intention was to say we would preserve the value of these economics in the spirit of the take-or-pay, which means we want to stay whole, both current and over the long-term here and that's our position with our customers. Erik Mielke – Merrill Lynch: That's great, and then for Middletown if you start in the fourth quarter are we looking at late 2010 maybe 2011 so we should change your assumptions for 2010 on a ratable basis?

That's probably a fair way of approaching it.

Erik, we had I think in our prior guidance for coke going out, Middletown starting in the second half of 2010, Middletown based on our rate of return kind of model would be a $35 million to $40 million annual income contributor, so take a half year out of 2010 and we'll see when it starts.

The next question comes from Jeff Dietert - Simmons & Company. Jeff Dietert - Simmons & Company: Very impressive effort on taking cost out of the business very quickly this quarter, I think, Terry, you and I have talked about operating costs in the refining sectors they're relatively stable, and the throughput tends to vary, but it looks like you were able to keep your operating expense about $5 a barrel despite lower throughput, is that a pretty good run rate going forward?

Well, I think, Jeff, I'd say a couple of things, one is obviously our expenses both in an aggravate basis and per barrel are effected by the level of our operations and also the market price for fuel and utilities that we use, so they were contributors. But I think the other thing that we started to see here and I think I alluded to being increasingly evident in future quarters, will be our efforts to really bring down our controllable, if you will, cash costs. So, I'm hopeful that we will see more of that in the future, but the biggest variable will continue to remain fuel and utility costs. But I was happy to see that in addition to while running at lower rates this quarter than we did last year, our per barrel cost actually came in a little bit lower. Jeff Dietert - Simmons & Company: Yes, now in the retail segment and the chemical segment it looked like $20 million to $25 million lower operating costs quarter-on-quarter in those segments as well. Is that largely fuel and utilities or were there some other benefits there?

In chemicals there's an element of fuel and utilities that would not be the case, obviously, in retail marketing.

We're starting to see some of the cost benefits, as you know our Bayport plant shut down mid-March, so if you think about we're going to be on a lower run rate basis in chemicals on a go-forward basis with that plant being one of our higher cost facilities. And in addition along with the rest of the company we cut fixed costs as well as maintenance costs. Jeff Dietert - Simmons & Company: On the $300 million 50% employees and 50% work processes, where in the income statement do you expect those to show up?

Yes, always a difficult question, any time we go through this people are trying to tie it out and it's not always the easiest to do. If I take it in pieces, the fuel piece if you correct for the price of the fuel at a given time, it should show up at usage and would show up as a reduction in the variable cost in the fuel line. In the people piece of it, that's going to be scattered all throughout the business. Generally, what we've tried to do is segregate operating expense type items as opposed to cost of goods. As we get further into looking at the procurement processes, eventually we'll start to attack cost to goods, but I wouldn't expect a lot of this to show up in cost of goods at this point. I don't know, Terry, if there's anything else you would want to say.

As Lynn alluded to, things that we do in refining and supply will tend to show up on that line on our income statement that reads cost of product sold and operating expenses. The stuff that we do at the other businesses and the stuff that we've done on the, what we call, business and operating support, Jeff, I think you'll start to see lower SG&A expenses on our income statement. But the main point would be you should start to see some across all of our businesses as we report the earnings by business unit. Jeff Dietert – Simmons & Company: And considering the fact you didn't announce this until March on the $300 million, I would assume that's incremental to the cost savings that you were able to achieve in the first quarter?

That's correct.

Your next question comes from Mark Gilman – The Benchmark Company Mark Gilman – The Benchmark Company: Will you continue to consolidate, Lynn, SXL after the offering?

Yes. Mark Gilman – The Benchmark Company: Can you give us perhaps a little help with respect to the implications of the Tulsa divestiture? What was the operating result of Tulsa in the first quarter?

Yes, this is Vince, Mark. It was probably about $9 million after-tax. The majority of that was early in the beginning of '09 as crude prices fell and the lubes and specialty products were lagging. So, that was the contribution from Tulsa in the first quarter. Mark Gilman – The Benchmark Company: Vince, I assume that's positive.

Yes. Mark Gilman – The Benchmark Company: So that toward the end of the quarter it was probably close to breakeven.

Yes.

Correct. Mark Gilman – The Benchmark Company : Operationally, it's my understanding that Tulsa has produced or sent a lube-extracted crude to Toledo. Has that still been the case and is there any provisions regarding the sale agreement for those intermediate flows to continue?

Yes, the purchase and sales agreement enables us to buy back Holly. There is a contract that will be in place. Holly also has the opportunity to find alternate dispositions if they choose. I believe that's a lot of year term. Mark Gilman – The Benchmark Company: Well, I guess what I'm trying to understand is does Toledo economics change at all in the aftermath of the divestiture?

No, because the value of the lube extract to Toledo is priced relative consistently with what the value of the crude oil that would replace it would be.

And it's going to be purchased at a similar price from Holly that we've been transferring it at internally already, Mark. Mark Gilman – The Benchmark Company: In the first quarter, the five-day lag effect on crude purchases for the northeast should have been a net negative I assume. Was it? And give us an idea how much.

I don't have the exact number, Mark, but it was a modest number since the year-on-year, the change was not that great.

And I think it was on the order between $0.20 and $0.30 a barrel.

That's correct. Mark Gilman – The Benchmark Company: Right? Do I have the sign right, Lynn?

Correct. Mark Gilman – The Benchmark Company: Any significant changes in the balance of your fuel use between internal and external sources in the first quarter for refined or refuel use?

We don't think so, Mark, but if there is something on that, Bill Diebold will call you separately. Mark Gilman – The Benchmark Company : What I was looking for is the extent to which you might have bought more gas externally as opposed to internal fuel and/or vice versa.

Pretty much the way our system works our own produced fuel is kind of what you get out of the process and is variable on, as you know, on severity rates on FCC's and things like that, and then the balance is usually made up by the purchase. There's also other internal components of fuel where you can change your own produced whether you burn some propane or some other things, but yes, typically we look at the economics and, if the products are worth more than like natural gas, certainly we maximize the recovery there and we'll buy the natural gas to backfill what the energy requirements are. I don't have the numbers on hand right now with me on what it was in the first quarter versus prior periods. Mark Gilman – The Benchmark Company: Just one more for me, I was surprised a little bit I guess by the fact that the resid yield went up versus prior periods at a time of such relatively low operating rates. Was there a crude slate change that accounted for that or how might one explain it?

A couple of things, Mark, there was a crude slate first quarter of 2009 was heavier than fourth quarter of '08 and significantly heavier than the first quarter of '08 in the period comparison, so that's part of it. The other thing is, if you look at the 0.3 sulphur resid pricing relative to crude, there were some economic opportunities to sell some more resid versus incur the cost of [tracking] all of it, so a combination of both Mark Gilman – The Benchmark Company: Can you be at all specific, Vince, in terms of the crude slate changes?

It's continuing to shift away from the Nigerian into some of the heavier ones we run. Some of them are West Africans and it's continuing on our optimization effort to run to our limits. As you said, at lower rates we can run more heavier crude types.

Your next question comes from Neil McMahon – Sanford Bernstein Neil McMahon – Sanford Bernstein: I'm going to take it up to about 50,000 feet after Mark here. So, just I want to get an idea of what your expectations are for gasoline imports from Europe over the summer. Given the fact that Europe is having such a bad time with diesel margins, they are running at very low run utilizations. Do you see, are you seeing already or do you expect to get less gasoline coming into the U.S., in particular in the northeast, over the summer months?

I think we're consistent with what you're thinking too with the distillate balance in Europe and pressure on that part of the margins. I think we're expecting lower crude runs in Europe and less gasoline production, which should mean less gasoline imports from Europe into the United States, kind of unclear if that will be made up from gasoline from other parts of the world. Neil McMahon – Sanford Bernstein: What would you say at the minute in terms of ARBs to your part of the world? Is that looking good to get imports from all our areas or is it open from Europe at the minute?

I haven't checked at the minute, but basically as you know some of the gasoline prices have been strengthening, so I'm not sure what that, I don't know exactly at this minute what it is. It was closed and then it might be opening or maybe it is open. I'm not sure right now. Neil McMahon – Sanford Bernstein: It's something we'll look into on that thesis anyway. Just a few other quick questions, first thing on the logistics business, what would you say is the structural uplift in earnings we're going to see going forward? You're obviously got the benefit of the contango trade in there. Just thinking for the rest of the year on the logistics business, what should we be sort of looking at as an ongoing number rather than taking the trading element out of it?

I think the best I could say in that regard to you, Neil, is that Sunoco Logistics themselves have put out a target for 2009 of increasing their cash distribution by 10%. I think that's the organic kind of level of growth that they can count on, if you will, and there are elements above that that are opportunistic here that you wouldn't want to commit to in a cash distribution mode. So, a not insignificant part of the year-on-year improvement with the market opportunity, and that continues into the second quarter but that may not be there all the time. Neil McMahon – Sanford Bernstein: And just a final one from me looking at demand, you made some comments that with the onset of the driving season, let's hope there is a driving season this year versus last year that you could see better retail profitability coming through. Are you getting any indications at all like we've seen potentially out in the west, it's starting to get a bit better, anything more on the eastern side of the country?

We're not seeing a lot. Right now I'd say the demand for us has been basically flat from last year at this time and basically flat from the fourth quarter. So we're not seeing a lot yet. Neil McMahon – Sanford Bernstein: Okay, so the season formerly known as the driving season may not be with us again this year potentially unless it starts to pick up pretty soon.

Sounds like a rock group.

Since I made the comment, it was only relative to the first quarter, but relative to the driving season would bring us relative to the first quarter and what we've seen from a margin perspective so far in April that things would start to pick up.

Your next question comes from Paul Sankey - Deutsche Bank. Paul Sankey – Deutsche Bank: The former CFO Tom Hoffman use to say that he would use the balance sheet or saw the balance sheet as a tool to be used. I was just wondering if you have a debt to cap target that you want to run or if you haven't thought about that in terms of a specific number.

I would say that what we've talked about on the consolidated basis in the past has been a 40% target, but as you can see from the way we've started to talk about this more and more with you folks and with, even with the rating agencies, one we want to separate Sunoco Logistics from Sunoco and recognize that they're two separate entities in their own space. Sunoco Logistics might have an appropriate level and we, excluding Sunoco Logistics, might have our own. What's most important for us is to drive that down even below 40 to maintain our investment grade rating. We want to stay triple B or better and to do that it feels better that Sunoco be under 40%, I don't have a specific number to give you, but Sunoco be under 40% and Sunoco Logistics be appropriate for its MLP space. So, I think what you're going to see us drive to do, we ended the quarter at 42%, now some of that was related to the contango play that Sunoco Logistics put on during the quarter that raised them up a little bit. And some of it was due to the cash activity that I alluded to for tax payments related to last year. As we progress on out through the rest of the year with the Tulsa sale, with the SXL issuance, we're going to try and drive that number much lower, Paul. Paul Sankey – Deutsche Bank: Yes, I guess that was the point of my question. Could you just remind me, I'm sorry I'm sure it's in there somewhere, what your ownership now is with SXL?

It's now about 40% including the 2% GP interest. Paul Sankey – Deutsche Bank: Forty percent plus two, that's great. And is it safe to say that you guys don't have a margin benefit from contango and is it also, keeping it simple safe to say that when and if the curve flattens you would expect the oil that's stored there just to come out of storage. I guess what I'm trying to get at is that your price insensitive but curve sensitive in terms of how you handle the storage.

Right, you're speaking with respect to SXL, yes. Paul Sankey – Deutsche Bank: So it's simply a matter of whether or not the curve flattens it's not...

Exactly, that determines whether the opportunity's there or not. Paul Sankey – Deutsche Bank: Then I guess it says equally that you wouldn't store any more oil given that you're getting up to whatever it is 55% debt to cap with SXL.

Well they're also limited, they're limited practically, Paul, by the amount of storage that they, free storage that they have. But again remember with SXL their equity offering alone will bring their ratio down to below 50% I believe and that's been completed. Paul Sankey – Deutsche Bank: Sorry what has been completed?

The Sunoco Logistics completed a $110 million equity offer in April so that's already been proactively addressed in that regard. Paul Sankey – Deutsche Bank: And the first part of that question was that you guys don't have any major benefits from contango in your margins at the Sunoco level.

No. Paul Sankey – Deutsche Bank: Finally, is there anything more to say about disposals? I mean have you gotten any other observations or plans in terms of what you're trying to do this year?

Well, we've disclosed that we are putting another 150 stations into the retail program and that we'd expect about $180 million of proceeds from that over a two-year period and just remind people this is something that's been going on for quite some time, and it's just a regular upgrading of the network and that most of the stations that if they go out of the invested class of trade will typically remain Sunoco branded in the wholesale class of trade. And then, of course, in December we announced that assuming we could get an acceptable value for the shareholder that we would divest the chemical company and no further disclosures at this time. Paul Sankey – Deutsche Bank: And finally, Lynn, with your outlook I guess it's safe to say that there's very slim chance that you make any major acquisitions over the next year or so.

I guess what I'd say is that we are always open to opportunities that we can basically grow value for our shareholder taking into account the strength we have in the portfolio that we already have. But in this kind of environment, I don't anticipate anything, but if we had something opportunistic to look at, we'd certainly look at it.

Your next question comes from Paul Cheng - Barclays Capital. Paul Cheng – Barclays Capital: Lynn, in the process Sunoco where they don't try to lock in some trading poll but take advantage of the structure in the market, now that you're in charge and show I think historically putting more act upon that, is that an area that you guys have any interest to go into or that you think it's not really appropriate for Sunoco.

Paul, what I'd say is we do have a small trading group here and as it relates to the ability for us to optimize our hydrocarbon system we do that on a certain level. It's not anything to the extent that some of the large, international companies do. And I think one of the reasons I would expect it would not become a major part of our activity is that we don't have the international position in the assets to trade around. Paul Cheng – Barclays Capital: Okay, because one of your competitors has indicated that they will continue to be pretty active in trading on the independent refinery trading take advantage after a pricing curve in the market, so that's not something that you guys will be too keen on or too aggressive.

No, I would think not. Paul Cheng – Barclays Capital: Okay. And Lynn I thought that in your mid-continent system that your purchase crew through the CMA and so corresponding that you were benefiting from the contango market, but you guys said you did not benefit from the contango market in your gross margin?

That's a good point. In the mid-continent we probably did get some benefit from that, but largely the benefit from contango will show up in SXL and less so in Sunoco. Paul Cheng – Barclays Capital: You did benefit in the first quarter related to the contango in your mid-continent system, any rough idea how much that may be? If you don't have the number maybe you can send me an email afterward.

Bill can shoot you an email afterwards, Bill, but the benefit we're talking to some extent two different things. One is the benefit in the crude price versus the benchmark. That's what our refining system in the mid-continent did benefit from whereas SXL benefited from actually storing barrels and selling them... Paul Cheng – Barclays Capital: No, I fully understand. Terry, I'm talking about that your crude advantage that you're showing up.

I think you can see a little bit of it on slide 16, Paul where you can see that in the first quarter our crude cost versus our benchmark were lower than they've historically been. But Bill can get back to you. Paul Cheng – Barclays Capital: Bill don't mind that too, just give me a sheet on an email and saying that what is the per dollar that you may benefit from there.

Bill is telling me about $1 per barrel, Paul.

The other part in the mid-continent, particularly Toledo, Paul, is as you know about 50% of the crude run is Canadian syn crude and as contango was happening with WTI some of the differentials for syn crude's were higher than WTI so it partially offsets versus as if we were running all pure WTI in Toledo.

And also, Terry, for the $300 million saving, is that all P&L related or is some of them going to be in the working capital or in the capital spending [effort]?

P&L related, Paul.

And I think that you guys said it was spread across different business units. Any rough idea on any kind of percentage split, say 70% in refining, 20% in retail or any kind of percentage that you can share?

Yes, I would say that given a lot of, the biggest part of the cost base is in refining, you'd expect proportionately that more of it would be in refining. And certainly on the energy piece of it, and those pieces related to the manufacturing locations, at this point all we've done is refining locations. The second phase has us going to other chemicals, coke, etc. So given that everything that was done in a plant to date has been refining and that refining is the biggest business unit, I'd say probably on the order of 60% plus of what you see is probably refining.

Terry, do you have a number you can share? What is your market value for your inventory in excess of book value by the end of the quarter?

In the Q I believe it was $1.6 billion.

On the CapEx I think that you reduced it by $200 million, $150 million as relates to Middletown and roughly about $40 million is under refining sites. Can you give us some idea that what kind of project you may be deferring over there?

Paul, this is Vince, about half of that remaindering amount is project cost reductions as we see our costs coming in lower than estimated based on some of the improved cost reduction opportunities with our labor and materials. For instance, again you remember the ultra-low sulfur diesel project in Philadelphia that was originally $285 million, I think in December we said it was $210 million. It looks like it's getting closer to a $200 million type of number. Also we have some consent decree sulfur plant work in some of our facilities and we see some reductions there also. And then we had some capital related to Tulsa for the potential terminal conversion, which with the sale to Holly, we won't have to do so that's part of it. And then also the other half is related to some projects deferred that will carry over into 2010. One of them is our Knox reduction projects on some heaters in the Philadelphia refinery will now complete in 2010 and still meet their deadline for the CD compliance. Also, some of our Philadelphia Appalachian project is going to roll into early 2010 to complete also, and then there's some smaller capital jobs. So it's kind of a split between cost reductions of projects that will not reoccur and the half kind of a deferral that things will complete in 2010.

Terry, if I look at in the second quarter based on what you see so far, is the benchmark indicator that you guys view for the two refining systems, the northeast, 6321 crack spread on the [inaudible] and also the Chicago 321. If we're looking at the sequential changes in that, is that on the ballpark is a good proxy as to how your realizations may change from the actual first quarter realized margin. Is there any particular factor that we should take into consideration? If not?

No I don't think so, Paul. I think the biggest variable will continue to be that timing element our crude slate and the quality [difs] that we're seeing are not significantly changed. I'd say the first quarter is a pretty good benchmark in that regard at this point.

And so far in the second quarter, we haven't seen anything unique that we should take into consideration?

No.

And, Vince, on the second quarter can you give us a rough idea of there of how much your throughput is going to look like?

I could tell you through April it's about 78%. I think if you pull out Tulsa, it's probably 80%. I can't give you any forward-looking guidance.

Your next question comes from Chi Chow – Tristone Capital. Chi Chow – Tristone Capital: Lynn, I was going to ask you about kind of the next phase of the improvement initiative. I think you alluded to it on Paul's question. Can you give us a little bit more of a flavor on what you're looking at? Is it strictly going to the other business units and is the primary target initially on fixed costs?

I'd say that the primary target is fixed costs, fixed operating expense. We've done what I'd say, the SG&A, the corporate overhead piece across the company and we did pilots at two manufacturing locations. So we're using internal teams now to take what we learned in the first phase and moving to the rest of the refineries and the chemical plants and trying to see what we can take from those learning's to potentially bring into our maintenance practices in the coke facilities as well. So this next piece is largely in the field related. Chi Chow – Tristone Capital: Largely in the field for chemicals and coke.

Chemicals, coke and the Toledo location, we did some at Eagle Point because its proximity to the pilots at Philadelphia and Marcus Hook. There may be some additional opportunity there as well. Chi Chow – Tristone Capital: Mike, I have one other question on coke. If I recall, was there a one-time tax credit associated with the Granite City startup?

There is, its $41 million the day the plant starts up, whether it's this year or next year, there's no sunset date on it. When we get [done] you'll see that in the fourth quarter. Chi Chow – Tristone Capital: And that is included in your income forecast?

That is correct. Chi Chow – Tristone Capital: And what is the status of Granite City right now on the U.S. Steel side?

Well the construction is probably a little over 60% complete so it's going quite well and on schedule and on budget. And all the indications from U.S. Steel are the fully intend to support us in starting that up in the fourth quarter and are making plans accordingly, but we'll continue to monitor that.

Your next question is a follow-up from Mark Gilman - The Benchmark Company.

The Bayport Chemical facility, did it lose money in the first quarter, if so, how much?

I don't have the exact amount of money it lost, but it did lose money in the first quarter.

Lynn, I think you said that the percentage interest owned in SXL was 40%. Is that pre the offering or after?

After the offering, we were 43% pre, including the 2% GP, now we're 40% after, including the 2% GP. Mark Gilman – The Benchmark Company: Let me go back to this coke earnings number for 2009. I guess even with the tax credit I'm not sure I quite understand. With coal prices being weaker, the earnings impact or whatever it is of this agreement vis-à-vis Brazil to reduce output by 30%, and the impact of the operating issues at Haverhill II, which I guess are resolved at this point, put weak coal prices on top of that, what's the other side that keeps the earnings guidance at the pre-existing level?

I think, Mark, remember that we've described coal in the past, in terms of the total commodity cost, that passes through to the customer with respect to coke production. We do have some circumstances where we have earnings varying with volume of price for what we traditionally sell about 250,000 tons into the third-party market out of our Jewel operation. And then secondly, for the Jewel call that is a transfer price into our Jewel coke production, which we sell [inaudible] our middle, we need to establish a surrogate market price for that and we used a blend at Haverhill to do so, and there is some uncertainty in the future blend costs month by month as we go forward. And what's really clouding that up this year is steel demand being significantly lower, analysts are projecting Met coal sales to be about 50% off of 2008 levels. So, our customers and we are dealing with this huge carryover tonnage and it's just taking more time than everybody would like to resolve. But it's such a bloat in the system, and the steel market being where it is, those resolutions have been hard to come by. So we still have that variability in the second half, in particular. In the second quarter, we've got a little more clear vision on that, and we expect to do modestly better than the first quarter, and we'll go from there. But we still have a lot of these things to resolve in the second half. And, as I mentioned before, our planning model assumes we will protect the take-or-pay as we work with our customers, and we will work the fees to compensate us as if we were producing at full volumes, if we can come to an arrangement to cut back. And that's similar to what we've been doing in Brazil, and we would expect to do on the U.S. ones, too. So whether we produce it or not, we expect to get paid for it.

Mike, what are the Met coal prices running now?

There's two answers to that. If you look at new purchases or spot, there's been very, very few settlements in the market, but you can find some international settlements and a couple in the U.S. And reasonable quality Met coal seems to be in the 100 to 125 on a spot basis. The thing that makes it difficult, especially with our Haverhill blend, is you've got a lot of carryover contracts that were at much higher prices. So you're getting a higher average in that. And where those end up settling in terms of tonnage this year and price this year and what carries over into next year, is the negotiations that are going on today.

Your next question comes from Mark Caruso - Millennium Partners.

I just had two quick questions. One was a follow-up just for clarification. Is the 100 to 125 at the mine price?

I don't know the exact answer to that. The 100 to 125 includes both. You could have a $10 or $15 transportation charge on that, depending on its destination. And I'm not sure with the international ones. I think it is at the mine. So 100 to 125 usually captures that.

Okay, perfect. And then, just a follow-up question or clarification from earlier and I apologize if I missed this. Did you guys mention any more asset sale reviews, or now that Tulsa's done that's pretty much it?

We have nothing new to disclose. So we've already made prior disclosures on chemicals and on the retail.

Your next question is a follow-up question from Paul Sankey - Deutsche Bank.

I thought it was going to be Mark Gilman there, for a second. I'm sure there's a CFO joke in here somewhere, Terry, but if I could just root around in the specials a little bit, I was wondering whether the accrual for employee termination is going to recur this year or if that's it?

There could be additional, because we went out with an expression of interest for hourly employees on a voluntary basis, and we did receive some, and so there will be additional charges related to that.

Would that then basically be concentrated in Q2 and then that would be it?

Because we have just started the work in the other plants, we're not really in a position to understand the size of the gaps and what that would relate to in terms of people versus non-people costs. And just as we did last time as we go through this process, it'll be pretty orderly. We'll have a very good idea what it is, and when we have that, we will disclose it to the market. But you do have a good point. We would expect that there would be some more, just don't have a size yet.

Yes, I think I get that. And then, in terms of the write-down on asset, I guess the conditions are similar now as to the ones under which you were forced to do the [ceiling] test? That is to say, it is a special? It is unlikely you'll have more this year?

I'm sorry. You kind of trailed off a little bit.

The $9 million of asset write-downs, I was just wondering the extent to which that's a special insofar as market conditions that I assume are what caused it to be written down, and they're similar now, more or less, to where we were when you wrote it down. Therefore, it would be safe to assume that you won't have more asset write-downs unless the market dramatically worsens.

Right, the asset write-downs in the first quarter, Paul, were related to a few specific smaller units in our refinery that we wrote off the book value for. And the other half, it was really related to some final severance charges related to the Bayport facility, as well. So they were special circumstances, if you will, that should not reoccur.

(Operator Instructions) There are no further questions at this time.

I want to thank everybody for participating today. I think we're adjourned.

Thank you for participating in today's Sunoco conference call. You may now disconnect.