INVESTMENTS IN NON-CONSOLIDATED SUBSIDIARIES

Our investments in affiliates over which we have significant influence, but for which we do not control the operating decisions of the investee, are accounted for under the equity method. Under the equity method, we do not report the individual assets and liabilities of our investees on our condensed consolidated balance sheets. Instead, our ownership interest is reflected in one line as a noncurrent asset on our condensed consolidated balance sheets. Our equity method investments consist of the following (in thousands):



	September 30, 2013		December 31, 2012
White Cliffs	$	228,076	$	138,970
NGL Energy	187,632		174,398
Glass Mountain	102,441		74,434
Total equity method investments	$	518,149	$	387,802

Under the equity method, we do not report the individual revenues and expenses of our investees in our condensed consolidated statements of income. Instead, our interest in the earnings of our investees is reflected in one line item on our condensed consolidated statement of operations and comprehensive income. Our earnings from equity method investments consist of the following (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
White Cliffs	$	10,786		$	10,021		$	31,886		$	25,053
NGL Energy	(3,288		)	(6,905		)	7,828			(2,150		)
Glass Mountain	(15		)	—			(25		)	—
Total earnings from equity method investments	$	7,483		$	3,116		$	39,689		$	22,903

Cash distributions received from equity methods investments consist of the following (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
White Cliffs	$	12,755	$	10,794	$	39,436	$	30,561
NGL Energy	4,671		2,090		13,369		5,063
Glass Mountain	—		—		—		—
Total cash distributions received from equity method investments	$	17,426	$	12,884	$	52,805	$	35,624

White Cliffs

We account for our 51% ownership of White Cliffs under the equity method, as the other owners have substantive rights to participate in its management.

In August 2012, the owners of White Cliffs approved an expansion project to construct a 12" pipeline from Platteville, Colorado to Cushing, Oklahoma. The project is expected to cost approximately $300 million, which will be funded by capital calls to owners. Our funding requirement will be 51% of the total cost. We have contributed approximately $97.8 million for project funding up through September 30, 2013, including $35.9 million and $95.5 million for the three months and nine months ended September 30, 2013, respectively, and estimate our expected remaining contributions to be $53.3 million, which will be made in 2014.

Certain summarized income statement information of White Cliffs for the three months and nine months ended September 30, 2013 and 2012 is shown below (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Revenue	$	31,453	$	28,522	$	92,238	$	76,910
Operating, general and administrative expenses	$	5,141	$	3,857	$	14,433	$	11,382
Depreciation and amortization expense	$	4,720	$	4,995	$	14,150	$	14,964
Net income	$	21,579	$	19,670	$	63,642	$	50,564

The equity in earnings of White Cliffs for the three months and nine months ended September 30, 2013 and 2012 reported in our condensed consolidated statement of operations and comprehensive income is less than 51% of the net income of White Cliffs for the same period. This is due to certain general and administrative expenses we incur in managing the operations of White Cliffs that the other owners are not obligated to share. Such expenses are recorded by White Cliffs and are allocated to our ownership interest. White Cliffs recorded $0.5 million and $24 thousand of such general and administrative expense for the three months ended September 30, 2013 and 2012, respectively, and $1.2 million and $1.5 million for the nine months ended September 30, 2013 and 2012, respectively.

NGL Energy Partners LP

We own 9,133,409 common units representing limited partner interests in NGL Energy Partners LP (NYSE: NGL) (“NGL Energy”), which represents approximately 17.0% of the total 53,622,659 limited partner units of NGL Energy outstanding at June 30, 2013, and a 11.78% interest in the general partner of NGL Energy.

At September 30, 2013, the fair market value of our 9,133,409 common unit investment in NGL Energy was $281.7 million, based on a September 30, 2013 closing price of $30.84 per common unit. This does not reflect our interest in the general partner of NGL Energy. The fair value of our limited partner investment in NGL Energy is categorized as a Level 1 measurement, as it is based on quoted market prices.

Our policy is to record our equity in earnings of NGL Energy on a one-quarter lag, as we do not expect information on the earnings of NGL Energy to always be available in time to consistently record the earnings in the quarter in which they are generated. Accordingly, the equity in earnings from NGL Energy, which is reflected in our condensed consolidated statements of operations and comprehensive income for the three months and nine months ended September 30, 2013 and 2012, relates to the earnings of NGL Energy for the three months and nine months ended June 30, 2013 and 2012, prorated for the period of time we held our ownership interest in NGL Energy.

Certain unaudited summarized income statement information of NGL Energy for the three months and nine months ended June 30, 2013 and 2012 is shown below (in thousands):



	Three Months Ended June 30,						Nine Months Ended June 30,
	2013			2012			2013		2012
Revenue	$	1,385,957		$	326,436		$	4,341,778	$	1,236,023
Cost of products sold	$	1,303,076		$	298,985		$	3,989,511	$	1,128,581
Operating, general and administrative expenses	$	67,499		$	33,298		$	206,824	$	76,015
Depreciation and amortization expense	$	22,724		$	9,227		$	68,989	$	21,260
Net income	$	(17,508	)	$	(24,710	)	$	45,310	$	(4,678	)

Glass Mountain Pipeline, LLC

In May 2012, we formed a joint venture, Glass Mountain Pipeline, LLC (“Glass Mountain” or "GMP"), to construct, maintain and operate a 210-mile crude oil pipeline system ("the Glass Mountain Pipeline") originating in Alva and Arnett, Oklahoma and terminating at Cushing, Oklahoma. The Glass Mountain Pipeline is expected to be operational in January 2014. Once the pipeline is in service, it will be operated by a subsidiary of Rose Rock. Our original ownership interest in GMP was 25%. In September 2012, we acquired an additional 25% ownership interest in GMP, bringing our total ownership interest to 50% . We account for our investment in GMP using the equity method. As of September 30, 2013, we have invested $102.4 million in GMP including our capital contributions, amounts paid to acquire the additional ownership percentage, and capitalized interest. We invested $6.7 million and $28.0 million in GMP for the three months and nine months ended September 30, 2013, respectively. We expect to make additional contributions of approximately $26.5 million for the remainder of 2013 and $3.5 million in 2014.