Sunoco 2011 Annual Report Download - page 117

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, the
Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure
controls and procedures. This evaluation was carried out under the supervision and with the participation of the
Company’s management, including the Company’s Chairman, Chief Executive Officer and President and the
Company’s Senior Vice President and Chief Financial Officer. Management previously identified a material
weakness in internal control over financial reporting related to accounting for income taxes, which is described
below and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. During 2011,
management implemented remediation steps focused on eliminating this material weakness, and during the
fourth quarter of 2011, the remediation of the previously identified material weakness was completed. Based
upon the evaluation described above, the Company’s Chairman, Chief Executive Officer and President and the
Company’s Senior Vice President and Chief Financial Officer concluded that the Company’s disclosure controls
and procedures were effective as of December 31, 2011. Disclosure controls and procedures are designed to
ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in company reports filed under the
Exchange Act is accumulated and communicated to management, including the Company’s Chairman, Chief
Executive Officer and President and the Company’s Senior Vice President and Chief Financial Officer as
appropriate, to allow timely decisions regarding required disclosure.
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting and assessing the effectiveness of such controls. Management’s Annual Report on Internal
Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting are included below in this Item 9A. Management believes that the consolidated
financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, the
financial position of Sunoco, Inc. and subsidiaries at December 31, 2011 and 2010 and their consolidated results
of operations and cash flows for each of the three years in the period ended December 31, 2011 in conformity
with U.S. generally accepted accounting principles.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.
generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2011. In making this assessment, the Company’s management used the criteria set
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