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 consolidated balance sheets. Instead, our ownership interest is reflected in one line as a noncurrent asset on our consolidated balance sheets. Our equity method investments consist of the following (in thousands):



	December 31, 2013		December 31, 2012
White Cliffs	$	224,095	$	138,970
NGL Energy	208,848		174,398
Glass Mountain	132,181		74,434
Total equity method investments	$	565,124	$	387,802

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



	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
White Cliffs	$	45,459		$	36,439		$	15,004
NGL Energy*	7,123			(403		)	—
Glass Mountain	(105		)	—			—
Total earnings from equity method investments	$	52,477		$	36,036		$	15,004

* Excluding gain on issuance of common units of $26.9 million.

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



	Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 31, 2011
White Cliffs	$	57,576	$	44,514	$	27,459
NGL Energy	18,321		9,217		—
Glass Mountain	—		—		—
Total cash distributions received from equity method investments	$	75,897	$	53,731	$	27,459

White Cliffs

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

In August 2012, the members 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 members. Our funding requirement will be 51% of the total cost. For the years ended December 31, 2013 and 2012, we contributed approximately $95.5 million and $2.3 million, respectively, for project funding and estimate our expected remaining contributions to be $53.3 million, which will be made in 2014.

Certain summarized balance sheet information of White Cliffs is shown below (in thousands):



	December 31, 2013		December 31, 2012
Current assets	$	98,457	$	21,508
Property, plant and equipment, net	312,831		210,710
Goodwill	17,000		17,000
Other intangible assets, net	20,802		26,369
Total assets	$	449,090	$	275,587
Current liabilities	$	9,648	$	3,412
Members’ equity	439,442		272,175
Total liabilities and members’ equity	$	449,090	$	275,587

Certain summarized income statement information of White Cliffs for the years ended December 31, 2013, 2012 and 2011 is shown below (in thousands):



	Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 31, 2011
Revenue	$	133,310	$	108,125	$	66,097
Operating, general and administrative expenses	$	23,825	$	14,821	$	12,746
Depreciation and amortization expense	$	18,668	$	19,963	$	20,842
Net income	$	90,817	$	73,341	$	32,509

The equity in earnings of White Cliffs for the years ended December 31, 2013, 2012 and 2011 reported in our consolidated statements of operations 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 members are not obligated to share. Such expenses are recorded by White Cliffs, and are allocated to our membership interests. White Cliffs recorded $1.8 million, $2.0 million and $3.2 million of such general and administrative expense for the years ended December 31, 2013, 2012 and 2011, respectively.

Our membership interest in White Cliffs is significant as defined by Securities and Exchange Commission’s Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, we have included the audited financial statements of White Cliffs as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 as an exhibit to this Form 10-K.

NGL Energy

We own 9,133,409 common units representing limited partner interests in NGL Energy, which represents approximately 12.8% of the total 71,216,230 limited partner units of NGL Energy outstanding at September 30, 2013, and a 11.78% interest in the general partner of NGL Energy.

At December 31, 2013, the fair value of our 9,133,409 common units in NGL Energy was $315 million, based on a December 31, 2013 closing price of $34.50 per common unit. This does not reflect our 11.78% 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.

The excess of the recorded amount of our investment over the book value of our share of the underlying net assets primarily represents equity method goodwill.

Certain unaudited summarized balance sheet information of NGL Energy is shown below (in thousands):



	(unaudited)		(unaudited)
	September 30, 2013		September 30, 2012
Current assets	$	1,013,859	$	736,297
Property plant and equipment, net	631,663		425,641
Goodwill	840,287		515,881
Intangible and other assets, net	540,684		351,600
Total assets	$	3,026,493	$	2,029,419
Current liabilities	$	800,658	$	653,101
Long-term debt	906,066		569,903
Other noncurrent liabilities	2,673		2,599
Partners’ equity	1,317,096		803,816
Total liabilities and partners’ equity	$	3,026,493	$	2,029,419

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 consolidated statements of operations and comprehensive income for the years ended December 31, 2013 and 2012, relates to the earnings of NGL Energy for the twelve months ended September 30, 2013 and 2012, prorated for the period of time we held our ownership interest in NGL Energy.

Our limited partnership interest was diluted primarily in connection with an NGL public equity offering completed on July 5, 2013, an NGL acquisition completed August 2, 2013 and an NGL public equity offering completed on September 25, 2013. Accordingly, we recorded a non-cash gain of $26.9 million in the fourth quarter of 2013 related to these transactions, which is included in "gain on issuance of common units by equity method investee" in our consolidated statements of operations. On December 2, 2013, NGL Energy announced it completed the issuance of common units in a private placement in connection with the completion of an acquisition. As a result of this transaction, we expect to record an estimated non-cash gain of $8.1 million in the first quarter 2014.

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



	(unaudited) Twelve Months Ended September 30, 2013		(unaudited) Twelve Months Ended September 30, 2012
Revenue	$	5,935,715	$	2,371,524
Costs of products sold	$	5,478,361	$	2,182,263
Operating, general and administrative expenses	$	276,905	$	125,889
Depreciation and amortization expense	$	94,050	$	34,621
Net income	$	44,378	$	5,405

Our ownership interest in NGL Energy is significant as defined by Securities and Exchange Commission’s Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, we will amend this Form 10-K to include the audited financial statements of NGL Energy as of March 31, 2014 and 2013 and for each of the three years in the period ended March 31, 2014 as an exhibit, when available.

Glass Mountain

In April 2012, we formed a joint venture, GMP, to construct, maintain and operate a 210-mile crude oil pipeline system originating in Alva and Arnett, Oklahoma and terminating at Cushing, Oklahoma. Construction was completed in January 2014. The pipeline is operated by a subsidiary of Rose Rock. We hold a 50% interest in Glass Mountain. The owner of the remaining 50% is a related party (Note 25). As of December 31, 2013, we have invested $132.2 million in GMP, including our capital contributions, amounts paid to acquire the additional ownership percentage, and capitalized interest. We invested $57.8 million and $74.4 million in GMP for the years ended December 31, 2013 and 2012, respectively.

The excess of the recorded amount of our investment over the book value of our share of the underlying net assets represents equity method goodwill and capitalized interest of $31.0 million and $3.7 million, respectively, at December 31, 2013.

As of December 31, 2013, we expect to make additional contributions of approximately $9.5 million in 2014. We account for our investment in GMP using the equity method.

Our ownership interest in GMP is not significant as defined by Securities and Exchange Commission's Regulation S-X Rule 1-02(w). Accordingly, no audited financial statements of GMP pursuant to Regulation S-X 3-09 have been included as an exhibit to this Form 10-K.