ONEOK INC /NEW/ | 2013 | FY | 3


P.
UNCONSOLIDATED AFFILIATES

Investments in Unconsolidated Affiliates - The following table sets forth our investments in unconsolidated affiliates for the periods indicated:
 
 
Net
Ownership
Interest
 
December 31,
2013
 
December 31,
2012
 
 
 
 
(Thousands of dollars)
Northern Border Pipeline
 
50%
 
$
404,803

 
$
393,317

Overland Pass Pipeline Company
 
50%
 
466,671

 
468,710

Fort Union Gas Gathering, L.L.C.
 
37%
 
125,220

 
120,782

Bighorn Gas Gathering
 
49%
 
87,837

 
90,428

Other
 
Various
 
145,307

 
148,168

Investments in unconsolidated affiliates (a)
 
 
 
$
1,229,838

 
$
1,221,405

(a) - Equity method goodwill (Note A) was $224.3 million at December 31, 2013 and 2012.

Equity Earnings from Investments - The following table sets forth our equity earnings from investments for the periods indicated.  All amounts in the table below are equity earnings from investments in our ONEOK Partners segment:
 
 
Years Ended December 31,
 
 
2013
 
2012
 
2011
 
 
(Thousands of dollars)
Northern Border Pipeline
 
$
65,046

 
$
72,705

 
$
76,365

Overland Pass Pipeline Company
 
20,461

 
20,043

 
19,535

Fort Union Gas Gathering, L.L.C.
 
15,826

 
17,218

 
15,280

Bighorn Gas Gathering
 
1,952

 
3,820

 
5,990

Other
 
7,232

 
9,238

 
10,076

Equity earnings from investments
 
$
110,517

 
$
123,024

 
$
127,246


Unconsolidated Affiliates Financial Information - The following tables set forth summarized combined financial information of our unconsolidated affiliates for the periods indicated:
 
 
December 31,
2013
 
December 31,
2012
 
 
(Thousands of dollars)
Balance Sheet
 
 
 
 
Current assets
 
$
155,310

 
$
175,930

Property, plant and equipment, net
 
$
2,557,571

 
$
2,593,122

Other noncurrent assets
 
$
34,478

 
$
35,005

Current liabilities
 
$
98,967

 
$
145,147

Long-term debt
 
$
442,103

 
$
472,630

Other noncurrent liabilities
 
$
58,221

 
$
42,451

Accumulated other comprehensive loss
 
$
(2,291
)
 
$
(2,503
)
Owners’ equity
 
$
2,150,359

 
$
2,146,332

 
 
Years Ended December 31,
 
 
2013
 
2012
 
2011
 
 
(Thousands of dollars)
Income Statement
 
 
 
 
 
 
Operating revenues
 
$
528,665

 
$
573,197

 
$
496,158

Costs and expenses
 
$
256,292

 
$
269,858

 
$
221,261

Net income
 
$
248,998

 
$
279,766

 
$
249,559

Distributions paid to us
 
$
137,498

 
$
155,741

 
$
156,385


We incurred expenses in transactions with unconsolidated affiliates of $53.8 million, $36.5 million, and $33.7 million for 2013, 2012, and 2011, respectively, primarily related to Overland Pass Pipeline Company. Accounts payable to our equity method investees at December 31, 2013 and 2012, were not material.

Overland Pass Pipeline Company - The Overland Pass Pipeline Company limited liability company agreement provides that distributions to Overland Pass Pipeline Company’s members are to be made on a pro-rata basis according to each member’s percentage interest.  The Overland Pass Pipeline Company Management Committee determines the amount and timing of such distributions.  Any changes to, or suspensions of, cash distributions from Overland Pass Pipeline Company requires the unanimous approval of the Overland Pass Pipeline Management Committee.  Cash distributions are equal to 100 percent of available cash as defined in the limited liability company agreement.

Northern Border Pipeline - The Northern Border Pipeline partnership agreement provides that distributions to Northern Border Pipeline’s partners are to be made on a pro-rata basis according to each partner’s percentage interest.  The Northern Border Pipeline Management Committee determines the amount and timing of such distributions.  Any changes to, or suspension of, the cash distribution policy of Northern Border Pipeline requires the unanimous approval of the Northern Border Pipeline Management Committee.  Cash distributions are equal to 100 percent of distributable cash flow as determined from Northern Border Pipeline’s financial statements based upon EBITDA, less interest expense and maintenance capital expenditures.  Loans or other advances from Northern Border Pipeline to its partners or affiliates are prohibited under its credit agreement.

During 2013, ONEOK Partners made equity contributions to Northern Border Pipeline Company of approximately $30.8 million.

In September 2012, Northern Border Pipeline filed with the FERC a settlement with its customers to modify its transportation rates. In January 2013, the settlement was approved and the new rates are effective January 1, 2013. The new long-term transportation rates are approximately 11 percent lower compared with previous rates.

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