Miller Howard Are MlPs Still Like Utilities Wihtout Walls 2-2016

2016 Miller/Howard Investments, Inc. www.mhinvest.com

Are MLPs and Midstream Companies Still Like Utilities Without Walls?

continued on page 2

As of this writing, MLPs were falling toward

their 2009 lows as measured by the Alerian

MLP Index. What could have been a gar-

den-variety market correction after a

remarkable six-year rally has deteriorated

into what might appear to be a full-blown

meltdown, that has erased much of the

price gains made during that period. Some

journalists and financial advisors are ques-

tioning the MLP business model, asking

how it will weather this storm.

Investors are rightly confused about MLP

valuations, long-term prospects, and

the very viability of the business model.

But perhaps there is some myopia here,

brought on more by stock price move-

ments than by business fundamentals.

The business MLPs and midstream

corporations engage innamely, the

transportation, processing, and storage

of oil and gasdates back 150 yearsthe

FEBRUARY 2016

business is hardly a fad. And we think it is

helpful to consider MLPs in relation to their

close cousins, utilities.

MLPs, like utilities, provide services that

are essential to society. They own mo-

nopolistic assets that, for the most part,

generate enough cash flow to pay their

current distribution commitments to

shareholders. Plunging stock prices have

triggered a negative feedback loop, in par-

ticular by raising an MLPs cost of capital

when selling equity and stressing their

ability to fund expansion projectsthe

driver of future cash distribution increases.

We see this not as the end of the road for

MLPs, but rather a bump in the road.

Quality MLPs and midstream companies

have sufficient resources to manage

through this turbulence, just as utilities

managed and then thrived 13 years ago.

Chart 1. Alerian MLP Price Index (20082016)

Weve often spoken of MLPs and mid-

stream companies in similar businesses

as Utilities Without Walls. Yet after the

jarring price activity in 2015 and 2016,

seemingly associated with first declining

oil prices and then natural gas prices, is

this characterization still valid?

SIMILARITIES AND DIFFERENCES

We first became involved with MLPs in

1997 in our Income-Equity Strategy and in

our utilities portfolio, and one reason we

did so was that there was a great pipeline

consolidation during the 1990s (as a result

of FERC Order 636, which changed the

structure of the industry). We had owned

nearly all of the pipelines that soon became

consolidated into energy MLPs, so naturally

we studied this new vehicle and came to

understand how an MLP workswhich is

not always clear to the average investor.

0

100

200

300

400

500

600

2008 2009 2010 2011 2012 2013 2014 2015 2016

AMZ

YEAR

Price Return: 254%Total Return: 412%

Price Return: (53)%Total Return: (48)%

INDE

X RAT

E

Source:Data shown January 1, 2008 to January 31, 2016.See important disclosures and definitions on page 12.


page 2

MLPs are uniquely connected to utilities, as a primary function for both is to pro-vide services essential to our society. In fact, many of todays MLPs were created from assets previously owned by utilities. So we think there is much validity in com-paring MLPs to utilities in determining

fair valuations.

Similarities

The underlying MLP business is indeed utility-like in several regards.

Essential services at the heart of both. Pipeline and processing companies bring natural gas from its extraction source to users, such as utility com-panies, factories, refineries, chemical companies, residential heating systems, and shipping terminals. Oil infrastruc-ture also brings product from drillers, refineries, and terminals, plus inflow and outflow from storage tanks. The energy in question is essential: we would not have society as we know it without energy. Energy is in constant use, and use grows with the economy in an almost perfect correlation. The mid-stream (transport pipes and processing) makes the downstream (refineries, elec-tric and gas utilities, etc.) possible, and the demand for its services is just as con-stant as the demand for utility services.

Durable revenues. Like utilities, MLP revenues are derived from long-term contracts charging fees (there is some small degree of commodity-based rev-enues in the space, but most revenues are tolls). These contracts do have end dates (520 years), but at the end of the lease a shipper (E&P company) or receiver (utility) will not have another vendor to negotiate with, since there is typically only one facility for shipping and processing. Utilities, of course, have no competition in exchange for reve-nues that are protected and limited.

Limited competition. MLPs are mo-nopolistic because rights of way for infrastructure are so difficult to create. It is extremely rare for two pipelines to compete. This is not the same as a legal utility monopoly, but it is a de facto monopoly.

Differences

The comparison between MLPs and util-ities is strong, though not perfect. Some key differences:

Higher yield. MLPs pay a higher yield than would otherwise be available from equities, because the limited partner-ship structure means the parent does not pay taxes. Distributions are largely tax deferred.

Higher rates of return. MLPs rates of return on investment are higher than those of utilities, and annual margins can be two or three times that of utilities.

Need for capital growth. However, MLPs must be able to raise capital to build the infrastructure elements, and their cost of capital is higher than for the better-protected utilities.

No walls. MLPs are not geograph-ically limited, like utilities. They can g o w h e r e th e n e e d a r is e s a n d it has arisen in many places since shale-drilling technology has become economical. Utilities are like trees, with good roots but little opportunity to expand. MLPs are like strong vines, put-ting down a root and growing further along the line.

So the final tally is that the two, utilities and MLPs (midstream companies), are similar but not the same. Monopoly vs. monopolistic, regulated rates vs. much higher market rates, very inelastic demand for services vs. fairly inelastic demand for services, long-term cash flows vs. rather long-term cash flows.

LIKE MLPS, UTILITIES HAVE GONE THROUGH SHAKY TIMES, TOO

Many investors think of uti l i t ies as steady-eddiesstable to the point of being boring. But its instructive to recall a time not so long ago when utilities, like MLPs, got caught in a period of irratio-nal devaluation, with a Greek chorus of shortsighted naysayers predicting their doom. Yet at the end of the day, utilities survived and thrived.

Remember that utilities have walls be-cause theyre geographically limited and their rates are regulated. They also have a local monopoly mandated by society, which is a double-edged sword: the cer-tainty of recurring revenues is offset by a regulatory framework that controls prof-its. So traditionally, the best utilities have been those in areas with a growing popu-lation (so they can increase the number of customers served and, therefore, their rev-enues) and congenial regulation (so their rates justify their investments), or with a growth kicker such as infrastructure de-velopment. The model utility, then, has a local monopoly, growing demograph-ics, and friendly regulators. And it has a reasonable balance sheet, typically with equal parts debt and equitybut this, too, is governed by the regulatorsanother kind of wall. Such companies are charac-terized by steady and reliable revenues, a fair if unspectacular return on investments, and dividend yields among the highest in the market, along with moderate annual dividend growth. Certain utilities have diversified into other businesses, building on solid utility cash flows, with results that range from fabulous to disastrous.

So one would think that utilities must be the most stable equities in the market, given the inelastic nature of their market demand, monopoly status, and regulatory support (which is sometimes better and sometimes worse). Yet in our long history as utility investors and observers, there


page 3

Chart 2. Yields: MLPs vs. Utilities (20022016e)

have been noteworthy moments when it was the end of the world for utilities. In 2002, the Dow Jones Utilities Index com-pleted a ~50% decline in the aftermath of the Enron implosion. From that point forward the sector became one of the best performers in the market until the financial crisis hit. Investors had mistakenly sold, based on headlines, not fundamentals. But we will never forget the Wall Street analysts and financial media shouting in 2003 that most utilities would go bankrupt and they would never again be stocks for widows and orphans. That prediction fell flat. It was myopic, failing to understand the essential nature of the companies.

Then in 2008, utilities experienced an-other ~50% declinedid investors really think we wouldnt need electricity and gas, just because the banks had created a mess?before beginning a long and steady recovery through 2014. Through the rises and crashes, utilities continued to provide their services, society continued to function, and basically, the nature of the industry was unchanged all along.

Even equities with the most stable of businesses can experience periods of volatility. This is especially true in a market world of many players who dont understand the long-term nature of the underlying businesses. Many investors only learned about the midstream companies after massive gains from 2009 through 3Q2014, and after Wall Street fed the hot-dot appetite with numerous products all buying the same stocks. And at about $450 billion in market cap (up from $55 billion 10 years ago) the sector isnt that liquid. Normally, for long-term investors, that would not be a problem. In a panic of novices, however, volatility is greatly exaggerated. As weve seen over the past year-plus, investors can at certain periods trade MLPs in line with oil prices, even when MLP cash flows are only modestly affected. This is a big difference in factors between MLPs and

utilitiesthough many would argue that it shouldnt be, and that demand and volumes matter much more. The counter-argument is that reduced exploration and drilling activity reduces the need for new infrastructure. Thats true, but that speaks only to future growth, and only one part of future growthnot current cash flows.

The underlying midstream and MLP businesses have not really changed, save for a growth profile that is reduced but still a growth profile, and still better than utilities in terms of the potential for future expansion.

WHATS BEHIND MLPS PUZZLING VALUATION?

The issue weve been studying is the un-justified devaluing of MLPs. For starters, what kind of a return premium does one require for accepting a lower level of monopoly and regulation for the busi-ness, a little more variability in demand, shorter though still very long contracted cash flows? Should the required current cash yield be 23 times that of utilities, which it is today?

YIEL

D

YEAR2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2016e2015

Alerian MLP InfrastructureIndex Yield

Dow Jones Utilities Index Yield

MLP-UTIL Average Yield Spread=344 bps

861 bps Spread

672 bps Spread*

0%

2%

4%

6%

8%

10%

12%

14%

MLPs vs Utilities: Yield (2002 - 2016e)

Source: Bloomberg, Factset, and alerian.com; MLPs are represented by the Alerian MLP Infrastructure Index; Utilities are represented by the Dow Jones Utilities Index. *Current as of 1/29/16 sourced from Bloomberg

At this writing (early January 2016) MLPs are yielding far more than their own bonds (which are mostly investment grade), in many cases twice as much as their bonds. And overall, MLPs are yielding as much as average junk bonds. This, despite the fact that the major companies are investment-grade credits (!), MLP equi-ties in general are selling at a level that reflects pending distribution cuts. There seems to be a view that current low oil prices will make the MLP business go backwards forever.

Yet the majority of infrastructure (about two-thirds), in our portfolio and in the Alerian index, is involved with natural gas, and has nothing to do with oil or the price of oil. Most of the revenues are derived from long-term contracts and are fee-based. Midstream companies charge a contractual toll, just as utilities charge a distribution fee (often as not the actual electricity comes from a different supplier).

So why did MLPs collapse in price during 2015, in many cases even more so than oil companies who rely on price for reve-nues? Its a conundrum. To be sure, we can

Source: Bloomberg, Factset, Alerian.com. MLPs are represented by the Alerian MLP Infrastructure Index. Utilities are represented by the Dow Jones Utilities Index.*2016 estimated yield spread sourced from Bloomberg. Data shown January 1, 2002 to January 31, 2016.See important disclosures and definitions on page 12.


page 4

Chart 3. MLPs vs. Utilities (20022016e)

concede that to the extent oil is involved in midstream infrastructure, the reduction in oil prices raises questions about growth as well as creditworthiness of a companys transport and processing customers. And as the stock prices decline, the consequent rising yields make it harder for companies to raise capitalthrough selling equitythat will have an attractive return from contemplated projects. These are legiti-mate concerns.

How much should these concerns affect valuation? If we view MLPs as a sector or industry that became clearly defined about the turn of this century, we can see that since that starting point (which, granted, is not a long history) investors have accorded them a higher valuation than utilities based on EBITDA (earnings before interest, taxes, depreciation, and amortizationa generally accepted metric that compares apples to apples for companies with different debt, tax, and depreciation profiles). Their valuation has typically reflected a higher multiple of EBITDA because growth prospects are better, and their higher yields are mainly

tax-deferred. Are the absolute valuations for utilities and MLPs correct? Are the

relative valuations correct?

Because valuations for these groupsas

well as every equity group in the market

are always changing over both the short

and the long term, it is as much art as

science to determine where any equity

or group should sell in the marketplace

to reflect all available information and

all factors that matter in the projection

of long-term cash flows (always the true

value of a company). Relative valuation

is a more reasonable quest. For example,

utilities should obviously sell at a yield

lower than junk bonds, since utilities are

investment grade and have at least some

growth of distributions, while junk bonds

represent credit interest in risky compa-

nies and the bond distributions will never

grow. Investors accept a lower yield for

utilities because of the certainty of their

underlying businesses and the payouts

that will flow from them, compared to the

speculative nature of high-yield bonds.

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016e*

Alerian MLP Infrastructure Index EV/EBITDA

Dow Jones Utilities Index EV/EBITDA

MLP-UTIL Average EV/TTM EBITDA Spread=3.9x

(0.1)x

MLPs vs Utilities: EV/EBITDA

Source: Bloomberg, Factset; MLPs are represented by the Alerian MLP Infrastructure Index; Utilities are represented by the Dow Jones Utilities Index. *Current as of 1/29/2016 sourced from Bloomberg

1.4xEV/E

BITD

A

YEAR

0x

2x

4x

6x

8x

10x

12x

14x

16x

18x

2002 - 2016e

As you can see from Chart 3, MLPs sold at an average EV/EBITDA 3.9 points higher than utilities from 2002 through 2016 estimates, with a significant but brief dip to 1.4 in 2008, and a rise to 5.4 in 2014. No one can say for sure if 5.4 points higher than utilities is too expensive for MLPs, but under conditions of sharply fall-ing oil prices, it certainly was. We suspect that excess valuations wont be seen again anytime soon, and that if the EV/EBITDA ratio for MLPs reaches a number 4.5 above the utilities number, then that is a danger zone for MLP valuations.

On the flip side, after the rages of 2015, MLPs now sell for less than utilities, in terms of EV/EBITDA. Its hard to under-stand when one considers that: MLPs assets and attendant revenues of

MLPs can grow geographically. MLPs distributions have continued to

grow all through the oil price decline. Many MLP assets have a FERC-mandated

rate increase by contract of PPI + 2.6. MLPs can be bought by others without

local regulatory approval. MLPs pay distributions at a tax-deferred

rate thats more than twice that of utili-ties taxable yields.

Most MLPs have investment-grade rat-ings similar to utilities.

Theres no rule that says MLPs cant sell for less than utilities, but one has to question just how much the protections of a reg-ulated monopoly (which are matched by its limitations) are worth. After all, theyre both part of the same systemthe de-livery of essential goods and services of energy, that commodity without which we cant live. In any event, the consensus of investors for a decade and half was a premium (MLPs vs. utilities) of ~4 for nearly all that time. We cant believe that investors were so dim thenand this includes the period when MLPs were not very well known and not a hot dot, but just an investment for sophisticated holdersand should really only have been paying

Source: Bloomberg, Alerian.com. MLPs are represented by the Alerian MLP Infrastructure Index. Utilities are represented by the Dow Jones Utilities Index.*2016 estimated yield spread sourced from Bloomberg.EV/EBITDA: Current Enterprise Value or Enterprise Value as of January 29, 2016. Date / Trailing 12 Month EBITDA. With the trailing twelve months starting on the pulled Enterprise Value date. The Bloomberg mnemonic for this value is CURRENT_EV_TO_T12M_EBITDA.Index Estimated EV/EBITDA: Index Estimated EV/EBITDA Current Year. Calculated as Enterprise Value Per Share divided by Estimated EBITDA Per Share FY1. The Bloomberg mnemonic for this value is IDX_EST_EV_EBITDA.See important disclosures and definitions on page 12.


page 5

Chart 4. MLPs vs. Utilities

MLPs vs. Utilities: Total Debt to Total Equity (20022015)

MLPs vs. Utilities: Net Debt to EBITDA (20022016e)

todays rate of a mild negative premium to utility valuations all along.

No one knows the correct valuation here, or anywhere else, but today it is worse for MLPs than the highly stressed period (and low oil prices) of the financial crisis in 2008. Perhaps enthusiasm over the shale boom put them too high. But in a world where regression/progression to the mean is possibly the only universal force there is, the radical turnabout weve seen sug-gests overcorrection.

YES, THERE ARE POTENTIAL ISSUES

What about concerns regarding pro-ducer companies going out of business or needing to renegotiate long-term contracts? That should be mentioned as a reason MLPs are down. In our view those concerns are enough to prompt a pause in what had been leading performance among all equity sectors, but not enough to cause such a rapid reduction in price.

The world of midstream energy infra-structure in services is hardly coming to an end; if it did, wed have no electricity, no gasoline, no society. Companies may

have to adjust to capital markets condi-tions, but thats what companies do, just as utilities did in 2002 when they were able to use their recurring-revenue stream to strengthen their balance sheetsthis, fol-lowing a 62% drop in the value of the S&P Utilities Index between 2001 and 2002. That utilities index has returned 11.1% annually in the 13+ years since then as of this writing.

Utilities could do that, no matter the doomsday predictions of journalists and analysts, because they had the re-curring revenues to deal with their debt and operational problems. They had the raw material with which to recover from missteps. Indeed, in 2009, MLPs did not cut distributions but reduced growth instead, because their distributions were covered by existing cash flows.

Investors should know and understand this. Why have they sold MLPs and regular midstream companies to a level that im-plies they could go out of business (junk bond yields), though the debt of those same companies is investment grade? Recall, MLPs own assets with a 5075 year

lifespan, and generally show EBITA at least three times that required to service their debt. That cash flow arises from 520 year contracts providing recurring cash flow from tenants of their infrastructure.

This speaks to concerns that some inves-tors have over the long-term viability of the MLP model for midstream business. Its easy to say the revolution is at hand (we said it every day in the 1960s), especially if you dont understand the dynamics of the industry. We address the business model concerns at the end of this paper.

WHATS THE RIGHT AMOUNT OF LEVERAGE?

What about excess leverage? Are MLPs hampered by high debt levels? Some MLPs did stretch their balance sheets in response to growth opportunities result-ing from the shale revolution. They took advantage of Wall Streets healthy appetite for both MLP debt and equity to meet very real energy infrastructure needs. But looking at historical leverage levels for MLPs compared to utilities makes it hard to argue that leveraging for MLPs has risen to alarming heights. MLPs are

Source: Bloomberg; MLPs are represented by the Alerian MLP Infrastructure Index, Utilities are represented by the Dow Jones Utilities Index.See important disclosures and definitions on page 12.

0

50

100

150

200

250

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

MLPs vs Utilities: Total Debt to Total Equity (2002 - 2015)

MLPs

UTILITIES

Source: Bloomberg; MLPs are represented by the Alerian MLP Infrastructure Index, Utilities are represented by the Dow Jones Utilities Index

0

1

2

3

4

5

2002 2003 2004 2005 2006 2007 2008 YEAR

NET D

EBT T

O EB

ITDA

TOTA

L DEB

T TO

TOTA

L EQU

ITY

YEAR

2009 2010 2011 2012 2013 2014 2015 2016e

MLPs vs Utilities: Net Debt to EBITDA (2002 - 2016e)

MLPs

UTILITIES


0

50

100

150

200

250

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

MLPs vs Utilities: Total Debt to Total Equity (2002 - 2015)

MLPs

UTILITIES


0

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5

2002 2003 2004 2005 2006 2007 2008 YEAR

NET D

EBT T

O EB

ITDA

TOTA

L DEB

T TO

TOTA

L EQU

ITY

YEAR

2009 2010 2011 2012 2013 2014 2015 2016e

MLPs vs Utilities: Net Debt to EBITDA (2002 - 2016e)

MLPs

UTILITIES


Data shown for the period from January 1, 2002 to January 31, 2016. Data shown for the period from January 1, 2002 to December 31, 2015.


page 6

not the Lehman Brothers or Bear Stearns of 2008. Its also important to remember that much of the capital was used to acquire assets or build new infrastructure assets that will be or are already put into place to generate a stable revenue stream. This MLP capital was not used to pay for ad-vertising, or launch new product lines, or acquire a social media website.

SECULAR MARKET FACTORS HAVE BEEN CRUCIAL

There are other factors that have contrib-uted to MLPs malaise. We think the secular market environment played a huge role. Start with large groups of investors who never heard of MLPs before and had no idea there even was a midstream indus-try investing in these companies mainly through packaged productsdue to the tax complexity of owning individual units. Add a Wall Street buffet of open-end funds, closed-end funds, ETFs, and ETNs, ready to provide a home for dollars chas-ing what had been the best-performing sectorwith all of these products buying mostly the same stocks due to limited liquidity in the space. Add a dose of lever-age, coming from the closed-end funds operating on 30% margin, as well as hedge funds purveying the bright and shiny new thing. Consider that these packaged prod-ucts control more than 15% of the market cap in the sector. It was a potent recipe for disaster when investors unfamiliar with the solid assets that underlie the companies, and unfamiliar with the essentially fee-based nature of the business, began to associate the midstream with oil priceseven though in past years the midstream was no more connected to oil prices than was the S&P 500.

Like any crash, concern led to fear, lack of knowledge about the investments led to panic, and investors fled the fundssome of which had lifted the sector in the first place as they had grown in number and size. But there are only about 3040 more

liquid issues that the funds were using. Like a movie theater in which someone had yelled fire, there were far too many bodies to fit through a limited door, and volatility rose to unanticipated heights.

WHAT SMART INVESTORS SHOULD BE LOOKING ATDEMAND IS RISING

If this all sounds familiar, that might be because it describes the overall market by the end of 2008a year that many sug-gested marked the end of the economic world. But life goes on, and life did go on. The lights did not go out; buildings were heated that winter; drivers slowly began to pile up more and more miles on their cars; Christmas was not canceled. Essential services delivered by utilities did not change, nor did the midstream services the utilities depend upon to provide fuel. Indeed, since 2008 overall energy infra-structure has grown at a 5% rate, serving previously unmet needs in the national energy system and stimulated by the newly developed economics of horizon-tal drilling. That rate is expected to grow, not stagnate, at a 68% level. The Energy Information Administration estimates for infrastructure needed in the future decade or so range from $650 billion to $900 billionwhich is plenty to chew on for a sector whose total equity market cap is currently less than $450 billion.

For a moment, investors have forgotten what energy infrastructure really is. Its not some ancillary feature of oil and gas drilling. It is how energy BTUs get from where they are extracted to where they are used. To be sure, the level of drilling has an impact on companies that perform gathering services, and the price of natural gas liquids has an impact on companies that process natural gas (though that busi-ness has become increasingly fee-based and protected, especially compared to the 200809 period). But the real measure of transport, terminal, and storage services

has to be not drilling, but demand. After all, if usage is risingand it tends to rise if prices are lowhow does the product get to the user?

The simple usage/demand facts, accord-ing to the International Energy Agency, from third quarter 2014 through third quarter 2015:

Natural gas usage up 3.2%, led by in-crease in utilities gas-fired generation.

US petroleum and other liquids up 1.4% including motor gasoline (up 2.7%).

Yes, production has been high and so prices have been low. But transport and processing happens at fixed-fee rates (mostly) under long-term contracts. Investors should have been focusing on higher demand rather than lower prices, since the midstream companies benefit from higher volumes. That is why cash flows and EBITDA for midstream companies have been rising, even as product prices have declined.

Even during the period in which oil prices fell in earneststarting in the fourth quarter of 2014infrastructure EBITDA has been chugging along, rising from $78.1 per share for 2014 to an estimated $82.7 for the same quarter of 2015. To be sure, one source of potential future growth (gathering) is diminished as oil slows down, but there are many more areas of potential, such as export and electricity generation. It doesnt matter where the BTUs are coming from or where they are going; they all must travel through pipes and processes.

And should investors only be paying for growth? What about the revenues coming from existing assets that will continue for perhaps 50 years? Clearly the midstream business has continued to develop as well or better than utilities during this down-oil period, but the price paid in the market for it has diminished radically. What should that price be?


page 7

Are selling investors falling for the herd mentality?

Chart 5 shows a comparison of MLP EBITDA and Distr ibutions to Uti l it y Earnings and Dividends. Note that both the MLP earnings and distributions show a stronger persistent positive trend over time than utilities and utilities dividends.

Chart 5. MLPs and Utilities: EBITDA/Earnings and DPS Comparison (2007 to 2015e*)

MLPs: EBITDA and Distributions per Share Utilities: Earnings and Dividends per Share (2007 to 2015e*) (2007 to 2015e*)

$68

$78 $83 $86

$74 $74 $78 $78 $83

$34 $35 $34 $36 $36 $39 $42 $42 $41

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

2007 2008 2009 2010 2011 2012 2013 2014 2015e*

MLP EBITDA per Share MLP Distributions per Share

Source: Bloomberg. MLPs are represented by the Alerian MLP Infrastructure Index.

YEAR

Show

n in U

SD

Show

n in U

SD

YEAR

$31 $32 $32 $32 $32 $30 $29 $34 $36

$15 $16 $17 $17 $18 $19

$20 $20 $22

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

2007 2008 2009 2010 2011 2012 2013 2014 2015e*

UTIL Earnings per Share UTIL Dividends per Share

Source: Bloomberg. Utilities are represented by the Dow Jones Utilities Index.

MLPs: EBITDA and Distributions per Share Utilities: Earnings and Dividends per Share (2007 to 2015e*) (2007 to 2015e*)

$68

$78 $83 $86

$74 $74 $78 $78 $83

$34 $35 $34 $36 $36 $39 $42 $42 $41

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

2007 2008 2009 2010 2011 2012 2013 2014 2015e*

MLP EBITDA per Share MLP Distributions per Share

Source: Bloomberg. MLPs are represented by the Alerian MLP Infrastructure Index.

YEAR

Show

n in U

SD

Show

n in U

SD

YEAR

$31 $32 $32 $32 $32 $30 $29 $34 $36

$15 $16 $17 $17 $18 $19

$20 $20 $22

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

2007 2008 2009 2010 2011 2012 2013 2014 2015e*

UTIL Earnings per Share UTIL Dividends per Share

Source: Bloomberg. Utilities are represented by the Dow Jones Utilities Index. Source: Bloomberg. MLPs are represented by the Alerian MLP Infrastructure Index. Utilities are represented by the Dow Jones Utilities Index.*2015e: Bloomberg estimates are as of 12/21/2015. See important disclosures and definitions on page 12.

Table 6. MLP Distributions Compared to Corporate Bonds

Ticker Company S&P RatingIndicated Distribution

Rate (1/19/16)Corporate Bond Yield to Maturity (1/19/16)

Spread of Distribution Rate minus Bond Yield

Corporate Bond Maturity

APU AMERIGAS PARTNERS NR 10.41 7.89 2.52 5/20/2022

EEP ENBRIDGE ENERGY PARTNERS BBB 13.72 6.46 7.26 10/15/2025

ENLK ENLINK MIDSTREAM PARTNERS BBB 13.57 7.93 5.64 6/1/2025

EPD ENTERPRISE PRODUCTS PARTNERS BBB+ 7.35 5.07 2.28 2/15/2026

EQM EQT MIDSTREAM PARTNERS BBB- 4.31 6.67 (2.37) 8/1/2024

ETE ENERGY TRANSFER EQUITY BB 15.12 11.49 3.63 6/1/2027

ETP ENERGY TRANSFER PARTNERS BBB- 18.25 7.34 10.91 1/15/2026

GEL GENESIS ENERGY BB- 9.81 11.39 (1.58) 8/1/2022

MMP MAGELLAN MIDSTREAM PARTNERS BBB+ 4.95 4.28 0.67 3/15/2025

MPLX MPLX BBB- 6.63 6.12 0.51 2/15/2025

OKS ONEOK PARTNERS BBB 12.04 7.04 5.00 3/15/2025

PAA PLAINS ALL AMER PIPELINE BBB 14.66 6.32 8.34 10/15/2025

SEP SPECTRA ENERGY PARTNERS BBB 5.87 5.19 0.68 3/15/2025

SHLX SHELL MIDSTREAM PARTNERS N/A 2.47 N/A N/A N/A

TEP TALLGRASS ENERGY PARTNERS NR 7.54 N/A N/A N/A

WES WESTERN GAS PARTNERS BBB- 9.70 6.38 3.31 6/1/2025

Source: Bloomberg. N/A = Not Available. NR = Not Rated.See important disclosures and definitions on page 12.

The spread between MLP and utility yields was higher only briefly during the financial crisis, and the relative EV/EBITDA of MLPs compared to utilities has never been lower in this century.

Wed suggest that if the market would like to assume no growth, ever, the stock should yield some risk premium over

bonds of the same company, but should certainly not yield as much as junk bonds if the MLP is investment grade. When the snapshot for Chart 7 (following page) was taken, the BAML High Yield Bond Index was at 9.2%. Of course no growth ever is meaningless, except to an investor in mid-air after jumping off a bridge. But look at some of these equity yields!


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Chart 7.

Yield Comparison: MLPs, BBB Corporate Bonds, High-Yield Bonds (January 31, 1997January 31, 2016)

Chart 7 above offers some history. Note that the spread between MLP distribu-tions and BBB yields (MLPs borrow at around BBB rates) has not been higher, even during the financial crisis.

On average, MLPs have sold for nearly twice the yield of Utilities, and have provided twice the distribution growth.* But there are a number of years when distribution growth slowed for MLPs, such as 2005, 2009, and 2011, and inves-tors continued to buy, driving the index higher and looking toward the future. Oil and natural gas prices were higher at some points, lower at some points. Earlier

on there was no fracking revolution, later

there was. Why is this time different in

investors eyes, when there will still be

EBITDA and distribution growth on av-

erage, and there is still some $50+ billion

a year of growth capex to be undertaken

for the next 10 years or so, growth capex

that will enhance cash flows and distribu-

tion returns? That level of infrastructure

buildout would more than double the

current market cap of the sector, a lot of

work to do up ahead. Though KMI is not

an MLP, it is in the midstream business

leaving some investors to wonder, Why

is this time different? Why indeed?

Yield Comaprison: MLPs, BBB Corp, Junk (1/31/1997 to 1/31/2016)

BofA Merrill Lynch US High Yield Master II Eective Yield

BofA Merrill Lynch US Corporate BBB Eective Yield

Alerian MLP Infrastructure Index

2002 2001 2000 1999 1998 1997 2003 2004 2005 2006 YEAR

2007 2008 2009 2010 2011 2012 2013 2014 2015

MLPBBB Spread 5.35%

0%

5%

10%

15%

20%

25%

YIELD

4.58% 5.35%

1995

0%

2000 2005 2010 2015

MLPBBB Historical Yield Spread 1/31/199701/31/2016

Source: Bloomberg.Data shown January 31, 1997January 31, 2016.See important disclosures and definitions on page 12.

*Source Boomberg, Alerian.com.

A key factor weighing on investors minds

has been a consideration that the MLP

business model may be in need of ren-

ovation, possibly radical change. These

concerns have been inspired by the case

of Kinder Morgan (KMI), which, amazingly,

both raised its dividend by 16% and cut

it by 75% in the fourth quarter of 2015 (!).

With a vast and impressive array of infra-

structure assets across the country but

aggressively managed from a financial

standpoint, KMIs extreme approach cer-

tainly contributed to investors wariness

of the whole midstream sector. Why

wouldnt other companies copy them?


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MLPs Utilities REITs Consumer Staples

Information Technology

Telecom Chemicals Pharamaceuticals 0x

5x

10x

15x

20x

25x

TTM EV/EBITDA For Sample Sectors and Industries (2006January 29, 2016)

EV/E

BITD

A

10-Year Average EV/EBITDA

2016 Estimated EV/EBITDA

10-Year Range EV/EBITDA

THE HEALTH OF THE MLP BUSINESS MODEL: FACTS VS. FEARS

First, we have to understand what the reality of the business model is. MLPs create and buy assets in the stream of producing and delivering energy. There are upstream MLPs that explore for energy, drill, and operate older, more mature fields. These are producers, and their fortunes are very much tied to the price of the commodity they produce (natural gas and oil). The downstream includes businesses such as utilitiesthe end-users of product. Some observers include refineries and maritime terminals in the downstream, but they can also be considered midstream. All the in-frastructure between the upstream and the downstreamgathering systems, long-distance pipelines, terminals, gas processing, refined product transport, and storage facilitiesare part of the

midstream. This segment is our concern, since it dominates the Alerian index as well as our portfolio.

The MLP part of MLPs is just a form of legal entity, a Master Limited Partnership that holds the assets. MLPs trade like stocks, but the shares are actually partnership units, and a unitholder is a limited partner. There are several tax ad-vantages to using this form. First, unlike the typical corporation, an MLP pays no corporate income taxes at the entity level. Distributions, rather than dividends, are a pass-through of cash from operations to the investors, who are ultimately the taxpayers. Second, the distributions are often mostly tax-deferred. This is because the depreciation that is generated by capital investment is also passed through, shielding most of the cash flows from taxes. With each new investment by the MLP, we can expect more cash flow to

be shielded from taxes by increased de-preciation. Most tax obligations arise, if at all, on sale rather than during a holding period. The net effect of all this is that MLPs are among the highest yielding in-vestments available, and that high yield is further enhanced, at least for a period of years, by tax deferral.

Because MLPs pass through their cash to investors, in general they dont retain much for future investment. In order to build or buy new assets, the typical MLP needs to issue new debt and equity. Bear in mind that assets in this f ield arent built on speculation; all or most of a new pipeline, for example, will be leased to upstream or downstream companies before a shovel goes in the ground. So in ordinary times the system works fine. The MLP gets preconstruction com-mitments from users, then goes to the market to raise debt and equity (usually

Chart 8. EV/EBITDA: Various Sectors and Industries (2006January 2016)

Source: BloombergData shown is for the period January 1, 2006 to January 31, 2016.EV/EBITDA Definition: Current Enterprise Value or Enterprise Value as of Date / Trailing 12 Month EBITDA. With the trailing twelve months starting on the pulled Enterprise Value date. The Bloomberg mnemonic for this value is CURRENT_EV_TO_T12M_EBITDA.Index Estimated EV/EBITDA: Index Estimated EV/EBITDA Current Year. Calculated as Enterprise Value Per Share divided by Estimated EBITDA Per Share FY1. The Bloomberg mnemonic for this value is IDX_EST_EV_EBITDA.See important disclosures and definitions on page 12.


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about half debt and half equity), and both types of financing carry similar costs in terms of how much the MLP will have to pay for the money. If an MLP pays 68% interest on debt and a similar level on the equity it issues, it makes a very nice profit on projects whose return on investment is in the 1220% range.

So it s important for MLPs to maintain an investment-grade rating in order to control the costs of the debt financing. And most of the midstream companies are investment grade or close to it. For example, in our portfolio, cash from opera-tions covers the debt servicing by at least 3 times, and is as high as 10 times. Basically, the companies can pay the mortgage on the debt side. Over time MLPs debt has sold at a similar interest rate to corporate investment grade debt (BBB), sometimes a little lower, sometimes noticeably higher when times are less certain, as now, but not as high as below-investment-grade.

The issue for MLPs in general now is not debt issuanceassuming the debt they carry is within a multiple of EBITDA thats acceptable to the ratings agenciesand most do have some room to issue more debt today. But the cost to issue equity has risen along with distribution yields, as the stocks have been the object of intense selling by investors. This selling may not be always rational, and may be influenced by secular market factors. These include leveraged investors needing to delever-age; short sellers; investors disappointed that growth may be lower than in the recent past due to declining activity in the energy fields (not no-growth, but lower growth, in our view); and investors adopt-ing a confused view that product pricing and midstream profitability are highly correlated. To be sure, MLPs had moved toward the high end of their historical val-uation range after returning an annualized

25.15% during the 5 years leading up to September 2014,** driven in partbut only in partby the evolving shale revo-lution. But it looks to us as a classic case of overshooting on the correction as we find ourselves on the bottom end of historical valuations.

So that is the problem. Equity prices have come down but distribution levels have not, meaning that equity that might have cost the company 56% in the recent past now might cost 810% or more. And, as noted, bond costs are higher too, at the moment. The net effect is that margins are getting squeezed and some future proj-ects may not make sense economically.

So far, investor response has been to sell equities, further increasing the cost, in part based on the view that distributions will have to be cut in order to continue the basic model:

1. Conceive of the project (whether build or buy).

2. Build in the cash flows through commitments or existing shippers.

3. Go to market to fund the project through equity and debt.

We think that in the emotion of the moment, investors are missing the other options MLPs have to avoid selling public equity at high distribution yields.

In terms of raising capital to finance new projects, there are quite a few options for MLPs in todays market environment. Here are eight of them. Every one of these tools, below, has been utilized by at least one MLP in the past three months.

1. Reinvesting from retained cash flows. There are a number of high-quality MLPs that do not pay out all of the cash from operations to investors and can afford to continue operations and grow them, as they have in the past by reinvesting

from retained cash flows. But these com-panies have been sold along with all the rest. Among this type that we hold are Enterprise Products Partners, Magellan, EQT Midstream Partners, Shell Midstream Partners, Genesis, and Western Gas. Yes, there are companies that are not financial-ly stressed right now (though you wouldnt know it from their stock prices).

2. Temporarily using lines of credit. Most major MLPs have lines of credit measured in the $billions, and the lines remain mostly unused as of this writing. ONEOK Partners announced in early January that it will be using $1 billion of 3-year unsecured bank lines to refinance debt, at a rate of Libor +1.30%lower than their existing ratesand the company wont need to raise equity or debt until at least mid-2017.

3. Slowing down or pushing back exist-ing projects. Now that investors are more concerned with the security of distribu-tions than with maximized distribution growth, this would help the unit prices and turn what has become a vicious circle into a virtuous one. We expect some post-ponements or deferrals to be announced at upcoming fourth-quarter earnings conference calls.

4. Selling assets. On January 8, 2016, NGL Partners (we dont own this one) an-nounced a sale of assets to private equity firm ArcLight Partners. The deal enables NGL to pay down lines of credit as well as fund its upcoming capital needs so it wont have to issue debt or equity. There are many private equity investors circling the waters now, with plenty of nonpublic capital. As one observer put it: The pur-chase of assets from NGL is most likely just the start of private equity purchases of MLP assets or companies. The under-valuation of assets is profound and will eventually be arbitraged.

**Alerian MLP Index Annualized Total Return August 31, 2009August 31, 2014. Source: Bloomberg. See full diclosure on page 12.


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5 . E n t e r i n g i n t o j o i n t ve n t u r e s . Companies can joint-venture projects with other MLPs or with private equity compa-nies or large institutions. The most recent example of this is Plains and Magellan forming a joint venture with Grand Mesa for the Saddlehorn crude oil pipeline in the Rockies.

6. Seeking seller financing. Purchase deals can be done with seller financing. We saw a recent example of this in late 2015, when EnLink purchased midstream assets from a private company on an installment sale basis, in a $1.6 billion deal. (EnLink now has no 2016 equity sale needs.) Enterprise also bought Pioneer Naturals Eagle Ford midstream assets for about $2 billion on an installment basis.

7. Getting a boost from their GPs. Many MLPs have strong general partners that can provide capital or temporarily reduce their profits interest to help maintain the MLPs distribution or fund capital invest-ment. Enbridge has done this frequently, and in the first week of January Enterprise Products general partner (holds MLP units, and no profits interest) announced it would buy $300 million of units, and has already bought one third of that. Marathon, the C-corp parent of MLPX, provided $1 billion to help consummate the merger of MLPX and MWE. Devon Energy the majority holder of the GP of Enlink, bought $50 million worth of units from the MLP.

8. Finding creative financing solutions. Some companies have used or considered using other creative financing tools, such as convertible preferreds. Tallgrass (TEP) recently sold units to its GP (TEGP), which provided the capital, but gave TEP a free call to buy back the units issued. Plains All American recently announced the sale of convertible preferred to a private equity firm at a rate of 8% versus the public equity yield of 12.75%, coupled with an

IDR reduction at the general partner and a flat distribution, and now needs no further access to the capital markets for 2016 and 2017by which time the cash flows from new projects will return the company to the strong financial position of recent years.

For battered MLPs in the current market-place, these are real options or alternatives to finance continued growth without sell-ing public equity in todays terrible equity market. For each option there has already been an example in the last 34 months. Actually, none of these tools are new. They speak to the question of the day, Is the MLP business model broken?

The answer is that there are many MLPs to which the current issues of stress do not apply (bonds and equity at modest costs); these companies will likely gain an edge as others need to retrench. And there are many tools apart from public equity that MLPs can use to bridge the period of market volatility were in, a period that may last a year but likely not much longer than that.

We believe that MLPs will preserve their distributions as a top priority. Bear in mind that current distributions are funded not by new bonds or equities, but by proj-ects already built and running. Part of the essence of the MLP model is reliability or sustainability of the distributions. While there are always going to be weak players that have to seek a restart, cutting the dis-tribution is going to be the last thing an MLP wants to do. Growth may or may not be there, or it may be higher or lower than expected. But the current distribution is the foundation, the premise, the credibility of the investment.

The model is not broken. There are options to carry the day until energy markets are stronger. Should many MLPs begin to cut, however, the group could develop a reputation as a variable-payout security, and in the long run that would

indeed break the model for many inves-tors. Thats why we believe distributions at the leading MLPs will remain constant at least.

Indeed, in our portfolio weve had eight distribution increases in January 2016, and nearly all raised distributions in the fourth quarter of 2015. Perhaps the situ-ation is not as dire as recent headlines might suggest. MLP recurring revenues will provide the raw material for balance sheet repair and recovery. Longer term, the need for additional infrastructure in the US and elsewhere in the world is not going away (like the need for energy deliv-ery that utilities address), and the MLPs are the companies that will provide it.

Miller/Howard Investments is an employ-ee-owned equity management firm with three decades of experience managing dividend-fo-cused portfolios for institutions and individuals nationally. We emphasize high-quality stocks with high current dividend yield and strong dividend growth. Our portfolio management team has more than 175 years of collective experience in companies that pay and grow dividends. Miller/Howard Investments, Inc., is a registered investment advisor specializing in multi-cap, core equity management and dividend strategies.

Please see important disclosures and definitions on page 12.


page 12

PERFORMANCE DISCLOSURE

Investing in MLPs entails basic stock market risk. Opinions and estimates of-fered constitute Miller/Howards judgment and are subject to change without notice. Common stocks and MLPs do not assure dividend (distribution) payments. Distributions are paid only when declared by an issuers board of directors, and the amount of any distribution may vary over time. Distribution yield is one com-ponent of performance and should not be the only consideration for investment. Past performance does not guarantee future returns. Index returns do not reflect the deduction of fees or expenses.

The information provided should not be considered a recommendation and should not be considered investment advice. It does not take into account an investors individual circumstances. Information is obtained from sources believed to be re-liable, but its accuracy, completeness, and interpretation cannot be guaranteed.

The securities identified and described do not represent all of the securities pur-chased, sold or recommended for client accounts. The reader should not assume that an investment in the securities identified was or will be profitable.

Common stocks do not assure distribution payments. Distributions are paid only when declared by an issuers board of directors and the amount of any dividend may vary over time. Distribution yield is one component of performance and should not be the only consideration for investment. The information and analy-ses contained herein are not intended as tax, legal or investment advice and may not be suitable for your specific circumstances; accordingly, you should consult your own tax, legal, investment or other advisors, at both the outset of any trans-action and on an ongoing basis, to determine such suitability.

The views expressed here represent Miller/Howard Investments views and are subject to change at any time. Nothing stated herein, including the mention of specific company names, should be construed as a recommendation to buy, hold, or sell any security, sector, or MLPs in general. Past performance does not guar-antee future results.

Consumer Price Index is one of the most widely recognized price measures for tracking the price of a market basket of goods and services purchased by individ-uals. The weights of the components are based on consumer spending patterns.

Tax considerations. The tax treatment for investors with portfolios investing in units of Master Limited Partnerships (MLPs) is different from that of an investment in stock, including: (a) The investors share of the MLPs income, deductions, and expenses are reported on Schedule K-1, not Form 1099; (b) Because of the pos-sibility of unrelated business taxable income, charitable remainder trusts should not invest in this strategy, and other nontaxable investors (such as ERISA and IRA accounts) should carefully consider whether to invest in this strategy; (c) Investors may have to file income tax returns in states in which the MLPs do business; and (d) MLP tax information is sent directly from the partner-ship, which generally has until April 15th to provide this information. You should discuss these and any other tax implications with your tax advisor.

DEFINITIONS

Enterprise Value (EV): Enterprise value is calculated as market cap plus debt, minority interest, and preferred shares, minus total cash and cash equivalents.

Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA): A non-GAAP measure used to provide an approximation of a companys profitability. This measure excludes the potential distortion that accounting and financing rules may have on a companys earnings; therefore, EBITDA is a useful tool when comparing companies that incur large amounts of depreciation expense because it excludes these noncash items, which could understate the companys true performance.

FTSE NAREIT All Equity REITS Index is a free-float adjusted market capitaliza-tion-weighted index that includes all tax qualified REITs listed in the NYSE, AMEX, and NASDAQ National Market.

Net Debt to EBITDA. Measure computes the companys ability to pay off its debt by utilizing the earnings before interest, taxes, depreciation and amortization (EBITDA). Unit: Actual.

Total Debt to Total Equity. Total debt divided by total shareholders equity.

Alerian MLP Index is a composite of 50 energy Master Limited Partnerships calculated by Standard & Poors using a float-adjusted market capitalization methodology. The index is disseminated by the New York Stock Exchange real-time on a price return basis (NYSE: AMZ). The corresponding total return index is calculated and disseminated daily through ticker AMZX.

The Alerian MLP Infrastructure Index is a composite of energy infrastructure MLPs. The cap-weighted index, whose constituents earn the majority of their cash flow from the pipeline transportation, gathering, processing, and storage of energy commodities, was developed with a base level of 100 as of December 29, 1995.

The Dow Jones Utilities Average is a price-weighted average of 15 utility com-panies that are listed on the New York Stock Exchange and are involved in the production of electrical energy. The average as it is known today began on January 2, 1929, with a base value of 50.

Moodys Corporate Bond Baa: Data used is the Moodys Bond Indices Corporate Baa Index (TickerMOODCBAA). Yields are released by Moodys on a one-day lag basis and are available for the previous day at approximately 11 AM New York time the following day.

Bank of America Merrill Lynch US High Yield Master II Effective Yield This data represents the effective yield of the BofA Merrill Lynch US Corporate BBB Index, a subset of the BofA Merrill Lynch US Corporate Master Index tracking the performance of US dollar denominated investment grade rated corporate debt publically issued in the US domestic market. This subset includes all securities with a given investment grade rating BBB. When the last calendar day of the month takes place on the weekend, weekend observations will occur as a result of month ending accrued interest adjustments.

Bank of America Merrill Lynch US Corporate BBB Effective Yield This data represents the effective yield of the BofA Merrill Lynch US High Yield Master II Index, which tracks the performance of US dollar denominated below investment grade rated corporate debt publically issued in the US domestic market. To qualify for inclusion in the index, securities must have a below investment grade rating (based on an average of Moodys, S&P, and Fitch) and an investment grade rated country of risk (based on an average of Moodys, S&P, and Fitch foreign currency long term sovereign debt ratings). Each security must have greater than 1 year of remaining maturity, a fixed coupon schedule, and a minimum amount outstanding of $100 million. Original issue zero coupon bonds, global securities (debt issued simultaneously in the eurobond and US domestic bond markets), 144a securities and pay-in-kind securities, including toggle notes, qualify for inclusion in the Index. Callable perpetual securities qualify provided they are at least one year from the first call date. Fixed-to-floating rate securities also qualify provided they are callable within the fixed rate period and are at least one year from the last call prior to the date the bond transitions from a fixed to a floating rate security. DRD-eligible and defaulted securities are excluded from the Index

S&P 500 Index contains approximately 500 stocks chosen for market size, li-quidity, and industry group representation. The index generally has represented about 75% of NYSE market capitalization and 30% of NYSE issues. It is a capitaliza-tion-weighted index calculated on a total return basis with dividends reinvested.

S&P 500 Chemicals Industry Index is a capitalization-weighted index. The index was developed with a base level of 10 for the 1941-43 base period. Theparent index is SPXL3. This is a GICS Level 3 Industries. Intraday values calculated by Bloomberg and not supported by S&P.

S&P 500 Consumer Staples Sector Index is a capitalization-weighted index.The index was developed with a base level of 10 for the 1941-43 base period. The parent index is SPXL1. This is a GICS Level 1 Sector group. Intradayvalues calculated by Bloomberg and not supported by S&P.

S&P 500 Information Technology Sector Index is a capitalization-weighted index. The index was developed with a base level of 10 for the 1941-43 base period. The parent index is SPXL1. This is a GICS Level 1 Sector group. Intraday values calculated by Bloomberg and not supported by S&P.

S&P 500 Pharmaceuticals Industry Index is a capitalization-weighted index. The index was developed with a base level of 10 for the 1941-43 base period. The parent index is SPXL3. This is a GICS Level 3 Industries. Intraday values calculated by Bloomberg and not supported by S&P.

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Miller Howard Are MlPs Still Like Utilities Wihtout Walls 2-2016

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