
3.	SALES OF ASSETS

Paulsboro Refinery

In December 2010, we sold our Paulsboro Refinery to PBF Holding Company LLC (PBF Holding). Working capital, consisting primarily of inventory, was included as part of this transaction. The results of operations of the Paulsboro Refinery, including the loss on the sale discussed below, have been presented as discontinued operations for the years ended December 31, 2011 and 2010.

We received total proceeds of $707 million, including $361 million from the sale of working capital, resulting in a pre-tax loss of $980 million ($610 million after taxes). The loss includes a $50 million charge related to a LIFO inventory liquidation that resulted from the sale of inventory to PBF Holding. The sale proceeds consisted of $547 million of cash and a $160 million note secured by the Paulsboro Refinery. In February 2012, we received full payment on this note.

Selected results of operations of the Paulsboro Refinery prior to its sale, excluding the loss on the sale in 2010, are shown below (in millions).



	Year Ended December 31,
	2011			2010
Operating revenues	$	—		$	4,692
Loss before income taxes	(9		)	(53		)

Delaware City Refinery Assets and Associated Terminal and Pipeline Assets

In November 2009, we announced the permanent shutdown of our Delaware City Refinery, and wrote-down the book value of the refinery assets to net realizable value. The results of operations of the Delaware City Refinery have been presented as discontinued operations for the years ended December 31, 2011 and 2010.

In June 2010, we sold the shutdown refinery assets and associated terminal and pipeline assets to wholly owned subsidiaries of PBF Energy Partners LP for $220 million of cash proceeds. The sale resulted in a gain of $92 million ($58 million after taxes) related to the shutdown refinery assets and a gain of $3 million related to the terminal and pipeline assets. The gain on the sale of the shutdown refinery assets primarily resulted from receiving proceeds related to the scrap value of the assets and the reversal of certain liabilities recorded in the fourth quarter of 2009 associated with the shutdown of the refinery, which we did not incur because of the sale. This gain is presented in discontinued operations for the year ended December 31, 2010.

Selected results of operations of the Delaware City Refinery prior to its sale, excluding the gain on the sale in 2010, are shown below (in millions).



	Year Ended December 31,
	2011			2010
Operating revenues	$	—		$	—
Loss before income taxes	(3		)	(29		)

Investment in Cameron Highway Oil Pipeline Company (CHOPS)

In November 2010, we sold our 50 percent interest in CHOPS to Genesis Energy, L.P. for total cash proceeds of $330 million. The sale resulted in a pre-tax gain of $55 million ($36 million after taxes), which is included in “other income, net” for the year ended December 31, 2010. CHOPS is a general partnership that operates a 390-mile pipeline, which delivers up to 500,000 barrels per day of crude oil from the Gulf of Mexico to major refining areas of Port Arthur and Texas City, Texas.