Assets held for sale and discontinued operations

Assets held for sale

The assets and liabilities of Pronghorn were classified as held for sale in the fourth quarter of 2016. Pronghorn's results of operations for 2016 were included in the pipeline and midstream segment.

Pronghorn On November 21, 2016, WBI Energy Midstream announced it had entered into a purchase and sale agreement to sell its 50 percent non-operating ownership interest in Pronghorn to Tesoro Logistics. The transaction closed on January 1, 2017, which generated approximately $100 million of proceeds for the Company. The sale of Pronghorn further reduces the Company's risk exposure to commodity prices.

The carrying amounts of the major classes of assets and liabilities that were classified as held for sale associated with Pronghorn on the Company's Consolidated Balance Sheets were as follows:



	December 31, 2016
	(In thousands)
Assets
Current assets:
Prepayments and other current assets	$	68
Total current assets held for sale	68
Noncurrent assets:
Net property, plant and equipment	93,424
Goodwill	9,737
Less allowance for impairment of assets held for sale	2,311
Total noncurrent assets held for sale	100,850
Total assets held for sale	$	100,918

Discontinued operations

The assets and liabilities of the Company's discontinued operations have been classified as held for sale and the results of operations are shown in income (loss) from discontinued operations, other than certain general and administrative costs and interest expense which do not meet the criteria for income (loss) from discontinued operations. The Company's consolidated financial statements and accompanying notes for current and prior periods have been restated. At the time the assets were classified as held for sale, depreciation, depletion and amortization expense was no longer recorded.

Dakota Prairie Refining On June 24, 2016, WBI Energy entered into a membership interest purchase agreement with Tesoro to sell all of the outstanding membership interests in Dakota Prairie Refining to Tesoro. WBI Energy and Calumet each previously owned 50 percent of the Dakota Prairie Refining membership interests and were equal members in building and operating Dakota Prairie Refinery. To effectuate the sale, WBI Energy acquired Calumet’s 50 percent membership interest in Dakota Prairie Refining on June 27, 2016. The sale of the membership interests to Tesoro closed on June 27, 2016. The sale of Dakota Prairie Refining reduces the Company’s risk by decreasing exposure to commodity prices.

The Company retained certain liabilities of Dakota Prairie Refining which were reflected in current liabilities held for sale on the Consolidated Balance Sheets. Centennial continues to guarantee certain debt obligations of Dakota Prairie Refining; however, Tesoro has agreed to indemnify Centennial for any losses and litigation expenses arising from the guarantee. For more information related to the guarantee, see Note 16.

The carrying amounts of the major classes of assets and liabilities that are classified as held for sale related to the operations of and activity associated with Dakota Prairie Refining on the Company's Consolidated Balance Sheets were as follows:



	March 31, 2017		March 31, 2016		December 31, 2016
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	—	$	365	$	—
Receivables, net	—		11,169		—
Inventories	—		17,056		—
Income taxes receivable	11,756		7,077		13,987
Prepayments and other current assets	—		6,124		—
Total current assets held for sale	11,756		41,791		13,987
Noncurrent assets:
Net property, plant and equipment	—		407,247		—
Other	—		8,846		—
Total noncurrent assets held for sale	—		416,093		—
Total assets held for sale	$	11,756	$	457,884	$	13,987
Liabilities
Current liabilities:
Short-term borrowings	$	—	$	61,525	$	—
Long-term debt due within one year	—		6,375		—
Accounts payable	16		27,454		7,425
Taxes payable	—		1,001		—
Accrued compensation	—		717		—
Other accrued liabilities	—		7,155		—
Total current liabilities held for sale	16		104,227		7,425
Noncurrent liabilities:
Long-term debt	—		62,625		—
Deferred income taxes (a)	55		24,137		14
Total noncurrent liabilities held for sale	55		86,762		14
Total liabilities held for sale	$	71	$	190,989	$	7,439


(a)	On the Company's Consolidated Balance Sheets, these amounts were reclassified to noncurrent deferred income tax assets and are

reflected in noncurrent assets held for sale.

In the first quarter of 2017, the Company recorded a reversal of a previously accrued liability of $7.0 million ($4.3 million after tax) due to the resolution of a legal matter. At March 31, 2017, Dakota Prairie Refining had not incurred any material exit and disposal costs, and does not expect to incur any material exit and disposal costs.

Fidelity In the second quarter of 2015, the Company began the marketing and sale process of Fidelity with an anticipated sale to occur within one year. Between September 2015 and March 2016, the Company entered into purchase and sale agreements to sell all of Fidelity's oil and natural gas assets. The completion of these sales occurred between October 2015 and April 2016. The sale of Fidelity was part of the Company's strategic plan to grow its capital investments in the remaining business segments and to focus on creating a greater long-term value.

The carrying amounts of the major classes of assets and liabilities that are classified as held for sale related to the operations of Fidelity on the Company's Consolidated Balance Sheets were as follows:



	March 31, 2017			March 31, 2016			December 31, 2016
	(In thousands)
Assets
Current assets:
Receivables, net	$	266		$	3,619		$	355
Inventories	—			1,308			—
Income taxes receivable	—			50,478			—
Prepayments and other current assets	—			2,348			—
Total current assets held for sale	266			57,753			355
Noncurrent assets:
Investments	—			37			—
Net property, plant and equipment	4,515			9,363			5,507
Deferred income taxes	91,098			82,994			91,098
Other	161			161			161
Less allowance for impairment of assets held for sale	—			(1,374		)	938
Total noncurrent assets held for sale	95,774			93,929			95,828
Total assets held for sale	$	96,040		$	151,682		$	96,183
Liabilities
Current liabilities:
Accounts payable	$	67		$	7,963		$	141
Taxes payable	4,732		(a)	35			19		(a)
Accrued compensation	—			761			—
Other accrued liabilities	2,311			4,791			2,358
Total current liabilities held for sale	7,110			13,550			2,518
Total liabilities held for sale	$	7,110		$	13,550		$	2,518


(a)	On the Company's Consolidated Balance Sheets, these amounts were reclassified to prepayments and other current assets and are reflected

in current assets held for sale.

The Company performed a fair value assessment of the assets and liabilities classified as held for sale. In the first quarter of 2016, the fair value assessment was determined using the market approach largely based on a purchase and sale agreement. The estimated fair value exceeded the carrying value and the Company recorded an impairment reversal of $1.4 million ($900,000 after tax) in the first quarter of 2016. The impairment reversal was included in operating expenses from discontinued operations. The estimated fair value of Fidelity's assets has been categorized as Level 3 in the fair value hierarchy.

The Company incurred transaction costs of approximately $300,000 in the first quarter of 2016. In addition to the transaction costs, and due in part to the change in plans to sell the assets of Fidelity rather than sell Fidelity as a company, Fidelity incurred and expensed approximately $1.8 million of exit and disposal costs for the three months ended March 31, 2016, and has incurred $10.5 million of exit and disposal costs to date. Fidelity incurred no exit and disposal costs for the three months ended March 31, 2017, and the Company does not expect to incur any additional material exit and disposal costs. The exit and disposal costs are associated with severance and other related matters and exclude the office lease expiration discussed in the following paragraph.

Fidelity vacated its office space in Denver, Colorado in 2016. The Company incurred lease payments of approximately $500,000 in the first quarter of 2016.

Dakota Prairie Refining and Fidelity The reconciliation of the major classes of income and expense constituting pretax income (loss) from discontinued operations, which includes Dakota Prairie Refining and Fidelity, to the after-tax income (loss) from discontinued operations on the Company's Consolidated Statements of Income was as follows:



	Three Months Ended
	March 31,
	2017			2016
	(In thousands)
Operating revenues	$	105		$	47,976
Operating expenses	(6,577		)	69,769
Operating income (loss)	6,682			(21,793		)
Other income (expense)	(15		)	204
Interest expense	—			922
Income (loss) from discontinued operations before income taxes	6,667			(22,511		)
Income taxes	4,980			(4,475		)
Income (loss) from discontinued operations	1,687			(18,036		)
Loss from discontinued operations attributable to noncontrolling interest	—			(11,040		)
Income (loss) from discontinued operations attributable to the Company	$	1,687		$	(6,996	)

The pretax income (loss) from discontinued operations attributable to the Company, related to the operations of and activity associated with Dakota Prairie Refining, was $6.9 million and $(9.9) million for the three months ended March 31, 2017 and 2016, respectively.