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. 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 reduced the Company's risk by decreasing exposure to commodity prices.

In connection with the sale of Dakota Prairie Refining, Centennial guaranteed certain debt obligations of Dakota Prairie Refining and Tesoro agreed to indemnify Centennial for any losses and litigation expenses arising for the guarantee. On October 17, 2018, Centennial was released of any further liabilities or obligations under this guarantee. For more information related to the guarantee, see Note 19.

The carrying amounts of the major classes of assets and liabilities classified as held for sale, related to the operations of and activity associated with Dakota Prairie Refining, on the Company's Consolidated Balance Sheets at December 31 were as follows:



	2018		2017
	(In thousands)
Assets
Current assets:
Income taxes receivable*	$	—	$	1,778
Total current assets held for sale	—		1,778
Total assets held for sale	$	—	$	1,778
Liabilities
Deferred credits and other liabilities:
Deferred income taxes**	$	—	$	37
Total noncurrent liabilities held for sale	—		37
Total liabilities held for sale	$	—	$	37

The Company retained certain liabilities of Dakota Prairie Refining which were reflected in current liabilities held for sale on the Consolidated Balance Sheet at December 31, 2016. 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. As of December 31, 2018, Dakota Prairie Refining incurred no material exit and disposal costs, and does not expect to incur any future material exit and disposal costs.

The Company performed a fair value assessment of the assets and liabilities classified as held for sale. In the second quarter of 2016, the fair value assessment was determined using the market approach based on the sale transaction to Tesoro. The fair value assessment indicated an impairment based on the carrying value exceeding the fair value, which resulted in the Company recording an impairment of $251.9 million ($156.7 million after tax) in the quarter ended June 30, 2016. The impairment was included in operating expenses from discontinued operations. The fair value of Dakota Prairie Refining's assets have been categorized as Level 3 in the fair value hierarchy.

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 substantially all of Fidelity's oil and natural gas assets. The completion of these sales occurred between October 2015 and April 2016. In July 2018, the Company completed the sale of a majority of the remaining property, plant and equipment. 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 classified as held for sale, related to the operations of Fidelity, on the Company's Consolidated Balance Sheets at December 31 were as follows:



	2018		2017
	(In thousands)
Assets
Current assets:
Receivables, net	$	430	$	479
Total current assets held for sale	430		479
Noncurrent assets:
Net property, plant and equipment	—		1,631
Deferred income taxes	1,926		2,637
Other	161		161
Total noncurrent assets held for sale	2,087		4,429
Total assets held for sale	$	2,517	$	4,908
Liabilities
Current liabilities:
Accounts payable	$	80	$	30
Taxes payable	1,451		10,857
Other accrued liabilities	2,470		2,884
Total current liabilities held for sale	4,001		13,771
Total liabilities held for sale	$	4,001	$	13,771

At December 31, 2018 and 2017, the Company’s deferred tax assets included in assets held for sale were largely comprised of $1.9 million and $2.6 million, respectively, of federal and state net operating loss carryforwards and state alternative minimum tax credits. The Company realized substantially all of the outstanding net operating loss carryforwards from prior periods in 2017.

At December 31, 2017, the Company had federal income tax net operating loss carryforwards and various state income tax net operating loss carryforwards of $4.4 million and $13.8 million, respectively. At December 31, 2018, the Company had no federal or state income tax net operating loss carryforwards.

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. In the second quarter of 2016, the fair value assessment was determined using the income and market approaches. The income approach was determined by using the present value of future estimated cash flows. The market approach was based on market transactions of similar properties. The estimated carrying value exceeded the fair value and the Company recorded an impairment of $900,000 ($600,000 after tax) in the second quarter of 2016.

The Company has incurred $10.5 million of exit and disposal costs to date and has incurred no exit or disposal costs in 2018. The Company does not expect to incur any additional material exit and disposal costs in connection with Fidelity. 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 $900,000 in 2016. Lease termination payments of $3.2 million were made during the second quarter of 2016. Existing office furniture and fixtures were relinquished to the lessor in the second 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 for the years ended December 31 were as follows:



	2018			2017			2016
	(In thousands)
Operating revenues	$	(459	)	$	465		$	123,024
Operating expenses	921			(4,607		)	513,813
Operating income (loss)	(1,380		)	5,072			(390,789		)
Other income (expense)	12			(13		)	306
Interest expense	575			250			1,753
Income (loss) from discontinued operations before income taxes	(1,943		)	4,809			(392,236		)
Income taxes*	(4,875		)	8,592			(91,882		)
Income (loss) from discontinued operations	2,932			(3,783		)	(300,354		)
Loss from discontinued operations attributable to noncontrolling interest	—			—			(131,691		)
Income (loss) from discontinued operations attributable to the Company	$	2,932		$	(3,783	)	$	(168,663	)