UNCONSOLIDATED AFFILIATES

Equity in Net Earnings from Investments - The following table sets forth our equity in net earnings from investments for the periods indicated:



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2018			2017		2018		2017
	(Thousands of dollars)
Northern Border Pipeline	$	15,240		$	15,622	$	32,377	$	34,439
Overland Pass Pipeline Company	16,246			14,884		32,633		28,450
Roadrunner Gas Transmission	5,542			4,889		10,500		9,294
Other	(458		)	3,968		1,247		6,744
Equity in net earnings from investments	$	36,570		$	39,363	$	76,757	$	78,927

Unconsolidated Affiliates Financial Information - The following table sets forth summarized combined financial information of our unconsolidated affiliates for the periods indicated:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
	(Thousands of dollars)
Income Statement
Operating revenues	$	151,771	$	157,603	$	310,679	$	311,883
Operating expenses	$	68,120	$	69,465	$	136,521	$	136,401
Net income	$	77,913	$	92,072	$	162,393	$	173,203

Distributions paid to us	$	48,424	$	49,760	$	98,240	$	96,680

We incurred expenses in transactions with unconsolidated affiliates of $38.2 million and $39.4 million for the three months ended June 30, 2018 and 2017, respectively, and $75.7 million and $76.1 million for the six months ended June 30, 2018 and 2017, respectively, primarily related to Overland Pass Pipeline Company and Northern Border Pipeline. Accounts payable to our equity-method investees at June 30, 2018, and December 31, 2017, were $12.3 million and $13.6 million, respectively.

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.

Northern Border Pipeline entered into a settlement with shippers that was approved by the FERC in February 2018. The settlement provides for tiered tariff rate reductions beginning January 1, 2018, that will reduce tariff rates 12.5 percent by January 2020 compared with previous tariff rates and requires new tariff rates to be established by January 2024. We do not expect the impact of lower tariff rates on Northern Border Pipeline’s equity earnings and cash distributions to be material to us.

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 suspension of, cash distributions from Overland Pass Pipeline Company requires the unanimous approval of the Overland Pass Pipeline Company Management Committee. Cash distributions are equal to 100 percent of available cash as defined in the limited liability company agreement.

Roadrunner Gas Transmission - The Roadrunner limited liability company agreement provides that distributions to members are made on a pro rata basis according to each member’s ownership interest. As the operator, we have been delegated the authority to determine such distributions in accordance with, and on the frequency set forth in, the Roadrunner limited liability company agreement. Cash distributions are equal to 100 percent of available cash, as defined in the limited liability company agreement. During the six months ended June 30, 2017, we made contributions of $4.0 million to Roadrunner. We made no contributions to Roadrunner during the six months ended June 30, 2018.

We have an operating agreement with Roadrunner that provides for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments from Roadrunner included in operating income in our Consolidated Statements of Income for the three and six months ended June 30, 2018 and 2017, were not material.