EQUITY METHOD INVESTMENTS

Our equity method investments consist of the following (in thousands):



	December 31, 2014		December 31, 2013
White Cliffs	$	269,635	$	224,095
NGL Energy	162,246		208,848
Glass Mountain	146,039		132,181
Total equity method investments	$	577,920	$	565,124

Our earnings from equity method investments consist of the following (in thousands):



	Year Ended December 31, 2014		Year Ended December 31, 2013			Year Ended December 31, 2012
White Cliffs	$	57,378	$	45,459		$	36,439
NGL Energy*	2,343		7,123			(403		)
Glass Mountain	4,478		(105		)	—
Total earnings from equity method investments	$	64,199	$	52,477		$	36,036

* Excluding gains on issuance of common units of $29.0 million and $26.9 million for the years ended December 31, 2014 and 2013, respectively.

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



	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012
White Cliffs	$	66,768	$	57,576	$	44,514
NGL Energy	23,404		18,321		9,217
Glass Mountain	6,823		—		—
Total cash distributions received from equity method investments	$	96,995	$	75,897	$	53,731

White Cliffs

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



	December 31, 2014		December 31, 2013
Current assets	$	35,623	$	98,457
Property, plant and equipment, net	471,179		312,831
Goodwill	17,000		17,000
Other intangible assets, net	16,043		20,802
Total assets	$	539,845	$	449,090
Current liabilities	$	11,108	$	9,648
Members’ equity	528,737		439,442
Total liabilities and members’ equity	$	539,845	$	449,090

Certain summarized income statement information of White Cliffs for the years ended December 31, 2014, 2013 and 2012 is shown below (in thousands):



	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012
Revenue	$	160,369	$	133,310	$	108,125
Operating, general and administrative expenses	$	23,067	$	23,825	$	14,821
Depreciation and amortization expense	$	23,257	$	18,668	$	19,963
Net income	$	114,045	$	90,817	$	73,341

The equity in earnings of White Cliffs for the years ended December 31, 2014, 2013 and 2012 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 $1.6 million, $1.8 million and $2.0 million of such general and administrative expense for the years ended December 31, 2014, 2013 and 2012, respectively.

The members of White Cliffs are required to fund capital contribution requirements for White Cliffs related to an expansion project adding approximately 65,000 barrels per day of capacity. We expect to contribute $40.0 million for this project. The project is expected to be complete in late 2015.

In August 2014, White Cliffs completed an expansion project adding a parallel 12" pipeline from Platteville, Colorado to Cushing, Oklahoma. For the years ended December 31, 2014, 2013 and 2012, we contributed $53.3 million, $95.5 million and $2.3 million, respectively, for project funding. This expansion increased White Cliffs’ capacity to about 150,000 barrels per day and became fully operational in the third quarter of 2014.

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, 2014 and 2013 and for each of the three years in the period ended December 31, 2014 as an exhibit to this Form 10-K.

NGL Energy

At December 31, 2014, we owned 6,652,101 common units representing limited partner interests in NGL Energy, which represents approximately 7.5% of the limited partner units of NGL Energy outstanding at September 30, 2014, and an 11.78% interest in the general partner of NGL Energy.

On October 27, 2014, we agreed to terminate our right to appoint two representatives to the Board of Directors of NGL Energy Holdings LLC, the general partner of NGL Energy, and our current representatives resigned. We no longer have significant influence over NGL Energy Holdings, LLC or NGL Energy. However, in accordance with ASC 323-30-S99-1, we have continued to account for these investments under the equity method as our ownership is above the 3 to 5 percent interest which is generally considered to be more than minor.

At December 31, 2014, the fair market value of our 6,652,101 common unit investment in NGL Energy was $186.2 million, based on a December 31, 2014 closing price of $27.99 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.

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, 2014, 2013 and 2012 relates to the earnings of NGL Energy for the twelve months ended September 30, 2014, 2013 and 2012 respectively.

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



	(unaudited)		(unaudited)
	September 30, 2014		September 30, 2013
Current assets	$	2,585,053	$	1,013,859
Property plant and equipment, net	1,433,313		631,663
Goodwill	1,170,490		840,287
Intangible and other assets, net	1,362,823		540,684
Total assets	$	6,551,679	$	3,026,493
Current liabilities	$	1,759,980	$	800,658
Long-term debt	2,437,351		906,066
Other noncurrent liabilities	39,518		2,673
Equity	2,314,830		1,317,096
Total liabilities and equity	$	6,551,679	$	3,026,493

Certain unaudited summarized income statement information of NGL Energy for the twelve months ended September 30, 2014 and 2013 is shown below (in thousands):



	(unaudited) Twelve Months Ended September 30, 2014		(unaudited) Twelve Months Ended September 30, 2013		(unaudited) Twelve Months Ended September 30, 2012
Revenue	$	15,748,520	$	5,935,715	$	2,371,524
Costs of products sold	$	15,054,291	$	5,478,361	$	2,182,263
Operating, general and administrative expenses	$	440,609	$	276,905	$	125,889
Depreciation and amortization expense	$	162,443	$	94,050	$	34,621
Net income	$	11,409	$	44,378	$	5,405

Our limited partnership interest was diluted in connection with NGL Energy equity offerings and equity issued as consideration for acquisitions in 2014 and 2013. Accordingly, we recorded non-cash gains of $29.0 million and $26.9 million for the years ended December 31, 2014 and 2013, respectively, related to these transactions, which are included in "gain on issuance of common units by equity method investee" in our consolidated statements of operations and comprehensive income.

During the year ended December 31, 2014, we sold 2,481,308 of our NGL Energy common units for $88.8 million, net of related costs of $3.1 million. We recorded a net gain of approximately $34.2 million in "other expense (income), net" in our consolidated statement of operations and comprehensive income.

Subsequent to December 31, 2014, we sold 999,533 of our NGL Energy common units for $29.0 million, net of related costs of $0.4 million. We realized a net gain of approximately $7.5 million as a result of these transactions.

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, 2015 and 2014 and for each of the three years in the period ended March 31, 2015 as an exhibit, when available.

Glass Mountain

We hold a 50% interest in Glass Mountain which we account for under the equity method. Glass Mountain began operations in the first quarter of 2014. We invested $16.2 million and $57.8 million in Glass Mountain for the years ended December 31, 2014 and 2013, respectively, including our capital contributions, amounts paid to acquire additional ownership interests, and capitalized interest.

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 $4.1 million, respectively, at December 31, 2014. Capitalized interest is amortized as a reduction of earnings from equity method investments.

The equity in earnings of Glass Mountain for the year ended December 31, 2014 reported in our consolidated statement of operations and comprehensive income is less than 50% of the net income of Glass Mountain for the same period due to amortization of capitalized interest for the period.

Certain summarized balance sheet information of Glass Mountain is shown below (in thousands):



	December 31, 2014
Current assets	$	8,810
Property, plant and equipment, net	215,876
Total assets	$	224,686
Current liabilities	$	2,643
Other Liabilities	42
Members’ equity	222,001
Total liabilities and members’ equity	$	224,686

Certain unaudited summarized income statement information of Glass Mountain for the year ended December 31, 2014 is shown below (in thousands):



	Year Ended December 31, 2014
Revenue	$	30,398
Operating, general and administrative expenses	$	7,176
Depreciation and amortization expense	$	13,872
Net income	$	9,344

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