Master Limited Partnerships 101:: Understanding Mlps
Master Limited Partnerships 101:: Understanding Mlps
Master Limited Partnerships 101:: Understanding Mlps
Partnerships 101:
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Understanding MLPs
Updated 10/4/13
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Disclaimer
For Informational Purposes Only
NAPTP is the trade association for publicly traded partnerships (PTPs). NAPTP is not acting as an
investment adviser, investment fiduciary, broker, dealer or other market participant, and is not
making any offer or solicitation to buy or sell any security. The following information in this
presentation is for informational purposes only and is not intended to be a solicitation related to any
particular company, nor does NAPTP intend to provide investment, financial, legal or tax advice, and
no information, services, or materials offered by NAPTP shall be construed as such. This information
is not intended by NAPTP to serve as the basis for any investment decision. Investments and
solicitations for investment must be made directly through an agent, employee or representative of a
particular investment or fund and cannot be made through NAPTP. Investors should consult with
their investment fiduciary or other market professional, and legal, tax or other advisers before making
any investment in any security, fund or other investment, regarding the appropriateness of investing
in any of the securities or investment strategies discussed in this presentation. Nothing herein should
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investors own goals and risk tolerance.
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2013 National Association of Publicly Traded Partnerships
II.
History of MLPs
III.
MLPs Today
IV.
V.
VI.
Factors Supporting
Investment
in MLPs
Income from consistent cash flow streams
Low interest rate environment
Major energy companies are divesting lower
return, non-core assets, often to MLPs
Need for new energy infrastructure to facilitate
production and delivery of natural gas, natural
gas liquids (NGLs) and crude oil from shale
plays
Attractive risk / reward trade-off when added
to a diversified portfolio
2013 National Association of Publicly Traded Partnerships
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5-Year
3-Year
CAGR 1
AMZ
MLP
Index
AMZ
MLP
Index
AMZ
MLP
Index
18.3%
16.5%
16.5%
12.5%
12.5%
17.5%
17.5%
IG Bonds
Non-US Equity
Commodities
High Yield
7.4%
17.9%
10.6%
8.6%
12.2%
Commodities
High Yield
IG Bonds
High Yield
20.4%
7.2%
16.3%
9.7%
7.5%
11.3%
Non-US Equity
REIT
Commodities
S&P 500
Non-US Equity
S&P 500
-33.8%
32.5%
17.9%
2.1%
16.0%
8.7%
3.6%
10.9%
IG Bonds
AMZ
MLP
Index
S&P 500
S&P 500
High Yield
High Yield
Hedge Funds
REIT
15.8%
6.2%
-36.9%
-36.9%
27.2%
15.1%
2.1%
14.4%
8.2%
1.9%
10.8%
Hedge Funds
S&P 500
S&P 500
S&P 500
High Yield
Hedge Funds
IG Bonds
S&P 500
S&P 500
IG Bonds
13.9%
5.5%
-37.0%
26.5%
12.4%
-2.5%
9.2%
7.1%
1.7%
9.0%
High Yield
High Yield
Commodities
REIT
Hedge Funds
REIT
Hedge Funds
Hedge Funds
Commodities
Commodities
8.2%
2.0%
-42.8%
25.1%
10.9%
-2.5%
6.1%
6.8%
1.2%
7.2%
IG Bonds
Non-US Equity
Hedge Funds
IG Bonds
AMZ
MLP
Index
IG Bonds
REIT
Hedge Funds
4.5%
-1.6%
-43.1%
18.6%
10.6%
-4.2%
4.8%
4.8%
6.1%
-2.5%
4.7%
Commodities
REIT
REIT
IG Bonds
Non-US Equity
Non-US Equity
Commodities
REIT
Non-US Equity
Non-US Equity
0.4%
-14.7%
-48.2%
17.8%
8.2%
-11.7%
0.3%
5.6%
-3.2%
4.0%
2006
2007
2008
2009
2010
2011
2012
REIT
Commodities
IG Bonds
AMZ
MLP
Index
AMZ
MLP
Index
AMZ
MLP
Index
REIT
33.1%
40.7%
-6.1%
76.4%
76.4%
35.9%
35.9%
13.9%
13.9%
Non-US Equity
AMZ
MLP
Index
Hedge Funds
Commodities
26.9%
12.7%
12.7%
-19.1%
50.3%
26.9%
AMZ
MLP
Index
Hedge Funds
High Yield
High Yield
26.1%
26.1%
12.6%
-21.3%
39.3%
Non-US Equity
18.4%
11.6%
S&P 500
(1)
CAGR
CAGR
CAGR calculations based upon closing prices ending the last trading day of the fourth quarter for each period.
Commodities: S&P World Commodity Index; Hedge Funds: CS Tremont Hedge Fund; High Yield: Vanguard High Yield US Corporate Fund; IG Bonds: Vanguard
Intermediate Term US Investment Grade Fund; MLP Index: Alerian Index; Non-US Equity: MSCI Daily Total Return EAFE Index; REIT: S&P REIT Index; S&P 500:
S&P 500 Index; Small Cap Equity: Russell 2000 Index
Source: Bloomberg L.P.
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History of MLPs
Master limited partnerships have been
around for three decades
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History of MLPs
The first MLP was launched in 1981:
Apache Oil Company.
Other oil and gas MLPs soon followed and
were joined by real estate MLPs.
Their purpose was to raise capital from
smaller investors by offering them a
partnership investment in an affordable
and liquid security.
2013 National Association of Publicly Traded Partnerships
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History of MLPs
Rapid Growth in the 1980s
The number of MLPs grew rapidly.
MLPs began to be used in other industries:
hotels and motels, restaurants, cable TV,
investment advisors, even amusement parks and
the Boston Celtics.
Congress and tax officials worried that large
numbers of corporations would become MLPs to
avoid corporate tax.
2013 National Association of Publicly Traded Partnerships
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History of MLPs
In 1987 Congress passed legislation to define
and limit publicly traded partnerships. .
MLPs operate under those rules today.
Congress created Section 7704 of the Tax Code,
limiting partnership tax treatment to PTPs earning
>90 percent of their income from specific sources.
Existing PTPs with bad income were grandfathered. Most gradually went private, were
acquired or converted to other structures; only
three remain today.
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History of MLPs
What kinds of income can a PTP earn?
Income and capital gains from natural
resources activities
Interest, dividends, and capital gains
Rental income and capital gains from real estate
Income from commodity investments
Capital gains from sale of assets used to
generate the above types of income
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History of MLPs
Qualifying Natural Resources include:
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History of MLPs
Qualifying Natural Resource Activities include:
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History of MLPs
During the late 1980s and the 1990s:
Many of the original oil and gas MLPs left the
market, unable to maintain distributions as oil and
gas prices dropped.
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History of MLPs
During the 2000s:
The number of MLPs in oil and
natural gas midstream
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History of MLPs
Several general partners of MLPs went public as MLPs
themselves in 2005 and 2006but several are now being folded
back into the original MLP.
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History of MLPs
In 2008 qualifying income was expanded
by Congress for the first time since 1987.
Qualifying natural resources activities now
include transportation and storage of
biofuels such as ethanol and biodiesel.
Industrial carbon dioxide now qualifies as
a natural resource.
2013 National Association of Publicly Traded Partnerships
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History of MLPs
Alternative fuels qualifying under the 2008
addition include:
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Today
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MLPs Today
Currently, close to 130 MLPs are trading on major
exchanges or, in a few cases, over the counter.
Todays MLPs primarily focus on energy-related
industries and natural resources.
The majority engage in oil and gas midstream and
downstream activities--gathering, processing, natural
gas compression, transportation, storage, refining,
distribution, and marketing.
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MLPs Today
Most of the rest are engaged in investment
and financial activities.
There are also a significant number of PTPs
that are not active businesses but simply
publicly traded commodity funds. Some oil
and gas royalty trusts have also taken the
PTP form; some consider these to be MLPs
as well.
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MLPs Today
Changes in Industry Concentration
Industry
1990
2013
10% 51%
21% 12%
Propane
0%
3%
1%
5%
0%
4%
5%
7%
14%
2%
4%
0%
13%
2%
12%
0%
6%
9%
15%
4%
Investment/Financial
Other Businesses
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Other
32%
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Other Businesses
4%
Investment/Financial
9%
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Investment/
Financial
5%
Hotel, Motel,
Restaurant
12%
Real EstateDevelopers,
Homebuilders
4%
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Other Businesses
4%
Real Estate-Properties
2%
Oil and Gas Midstream
45%
Coal
4%
Marine Transportation
5%
Oil and Gas Production
11%
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Coal
5%
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Other
3%
Investment/ Financial
10%
Real Estate Properties
0.33%
2013 National Association of Publicly Traded Partnerships
Other
3%
Investment/Financial
10%
Marine Transportation
2%
Oil and Gas
Downstream
3%
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Oilfield Services
0.3%
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LP Interest
UnitholdersLimited Partners
2% GP
Interest
Operating Subsidiaries
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Public
UnitholdersPipeline GP
Holdings, L.P.
Limited Partners
Pipeline GP LLC
General Partner
<2% GP
Interest
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Tier 1
98%
2%
$2.00
Tier 2
85%
15%
$2.50
Tier 3
75%
25%
$3.00
Tier 4
50%
50%
Above $3.00
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Public Unitholders
(Members)
Other Owners
(Members)
Operating Subsidiaries
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MLP
LLC
Corporation
No
No
Yes
Yes
Yes
No
Tax Deferral on
Distributions
Yes
Yes
No
Tax Reporting
K-1
K-1
DIV-1099
General Partner
Yes
No
No
IDRs
Yes
No
No
No
Yes
Yes
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Investing in MLPs
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Investing in MLPs
Being an MLP unitholder is different
from being a corporate stockholder:
Taxation of your investment is very
different and somewhat more complex
Depending on the structure, you may not
have the voting rights that a stockholder
does (LPs generally dont; LLC members
do)
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Investing in MLPs
Taxation
Partnership Tax Basics: Income
An MLP is a pass-though entity which pays no tax
itself.
The unitholder is treated for tax purposes as if he
is directly earning the MLPs income.
Each unitholder is allocated on paper a share of the
MLPs income, gain, deductions, losses, and credits.
This is reported annually on the K-1.
The unitholder enters these items on his return and
pays tax on the net income at his own tax rate.
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Investing in MLPs
Simplified Taxation Example
Amount per share / unit:
Corporation
MLP
Gross Income
$4.00
$4.00
Deductions
-$3.00
-$3.00
Taxable Income
$1.00
$1.00
-$0.35
$0.00
-$0.05
$0.00
$0.60
$1.00
-$0.09
-$0.28
-$0.03
-$0.05
$0.48
$0.67
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Investing in MLPs
Taxation
Tax Basics: Distributions
You will receive quarterly cash distributions, which
are not the same as your share of the MLPs income.
Distributions are based on distributable cash flow
(DCF), which in its simplest form is:
Net earnings, plus
Depreciation (which is subtracted from income in the
earnings calculation but is not a cash expense), minus
Amounts needed for maintenance and repair of assets
used in producing income (maintenance cap ex)
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Investing in MLPs
Taxation
Tax Basics: Distributions
Under the tax code, the distributions are a return
of capital and are not taxed when received.
Your basis in your partnership units (the amount
you paid + or - adjustments) is lowered by the
amount of the distribution.
Thus, when you sell your units, your taxable
gain (sales price minus adjusted basis) is
increased by the amount of the distributions.
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Investing in MLPs
Taxation
Often you will hear someone say that
80% of the MLPs distribution is taxdeferred.
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Investing in MLPs
Taxation
Corporations - Dividends
Corporation pays tax on earnings
After-tax earnings paid to shareholder as dividend
Shareholder pays tax on dividend
Partnerships - Distributions
Partnership does not pay tax; income and deductions flow
through to partners
Partners pay tax on net earnings (regardless of cash
received)
Cash distribution exceeding net income treated as tax
deferred return of capital; lowers basis and is taxed on sale.
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Investing in MLPs
Taxation
Basis Adjustments
Your basis is adjusted not only by distributions but
by tax items:
Your share of partnership income each year adjusts the
basis upwards. Your share of deductions like
depreciation adjusts it downwards.
So your basis is lowered each year by the amount of the
distributions minus your net partnership income.
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$30,000
- $2,500
+ $ 500
Adjusted Basis
$28,000
$32,000
$ 4,000
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Investing in MLPs
Taxation
Important Note:
Not all of the gain when units are sold is taxed at
capital gains rates.
A substantial amount of the gain comes from basis
reductions due to depreciation and is taxed at
ordinary income ratesthis is called recapture.
In our example, the unitholder had a $1,500
depreciation deduction. So $1,500 of the $4,000 is
taxed as ordinary income and $2,500 as capital
gain.
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Investing in MLPs
Advantages
Income: MLPs generally provide consistent streams of
cash flow in the form of quarterly distributions and
growth
MLPs pay out cash not needed for current operations and
maintenance of capital assets to their unitholders in the
form of quarterly cash distributions.
Most MLPs strive to increase their cash distributions as
often as possible and prudent.
Most MLPs cover their distributions with distributable cash
flow generated, with some MLPs consistently having
stronger coverage (the coverage ratio, DCF/distribution, is
an important metric.
Larger, capitalized MLPs provide multiple sources of cash
flow from a large, diversified footprint of assets
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2013 National Association of Publicly Traded Partnerships
Investing in MLPs
Advantages
Tax benefits: Deduction pass-throughs lower
currently taxable income, tax deferral on
distributions
LiquidityMLPs provide the benefits of
partnership investment without tying up your
money for years.
Estate planning: as with other securities, the
basis in PTP units is stepped up to fair market
value at deaththe heir receives a fresh start.
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Investing in MLPs
Advantages
In sum, MLPs may be suitable for investors:
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Investing in MLPs
Challenges
As weve seen, tax reporting for an MLP
investment is more complex than for shares in a
corporation.
Investor receives a K-1 instead of a 1099
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Investing in MLPs
Challenges
State tax issues:
Technically, partners owe tax on their share of
income allocable to each state in which an MLP
operates
Practically, after the MLPs income is divided among
all partners and all states, and depreciation and
other deductions applied, each unitholders income
in each state will generally be too small to tax,
except for those with large holdings.
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Investing in MLPs
Retirement Plans
Retirement Plan Issues
Think carefully before investing your IRA, 401(k), or
other retirement plan in MLPs.
These plans are tax-exempt already, so dont need the
tax advantages.
More importantly, the plans share of net partnership
income over $1,000 (not the distributions) is likely to be
subject to unrelated business income tax (UBIT).
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Investing in MLPs
Retirement Plans
UBIT is imposed on tax-exempt entities (including
retirement plans) that earn income from a business
that is not related to the purpose of their tax
exemption.
Because MLPs are pass-through entities, tax-exempt
partners (e.g., your IRA) are treated as directly
earning the MLPs business income and are taxed on
it.
Investment income like interest, dividends, and
royalties is not taxed.
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Investing in MLPs
Retirement Plans
Some analysts feel MLPs are still a good investment
for IRAs and other retirement funds, because:
The tax is on net income. Passthrough of depreciation
and other deductions means net income may be below
$1,000.
Even if tax is owed, the income may be sufficient to
produce a very good return.
If your IRA or 401(k) does owe UBIT, it, not you, owes
the tax. The plan custodian should file a return and
pay tax from the plans funds.
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Investing in MLPs
Alternatives to Direct Investment
Corporate Intermediary:
Kinder Morgan (KMP) and Enbridge Energy Partners (EEP)
have publicly traded management companies (KMR and EEQ)
that issue I-Shares. These are corporations whose only
assets are units in the MLPs. Dividends consist of additional IShares. There are no K-1 and no UBITbut also no cash
distributions.
Linn Energy (LINE) has a similar corporation, LinnCo (LNCO),
that does pay cash dividends.
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Investing in MLPs
Alternatives to Direct Investment
Closed-end mutual funds: Closed end funds issue
a fixed number of shares. They may trade at a price
that differs from net asset value (NAV). There have
been closed-end MLP funds since 2004.
Open-end mutual funds: Open end funds are
conventional mutual funds with no limit on the
amount of shares issued. They trade at NAV. The
first open-end MLP funds were in 2010.
Exchange Traded Funds: There are several MLPfocused ETNs and one ETF pegged to MLP indexes.
These also are a fairly recent development.
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Investing in MLPs
Alternatives to Direct Investment
Advantages to investing through funds:
A diverse MLP portfolio selected by experts.
The fund is the limited partner; it rather than the
investor deals with the K-1 form and paying federal
and state taxes on partnership income.
The investor receives a dividend and the familiar
1099 form. The dividend retains return of capital
treatment to a large extent.
The investment can be placed in a retirement
account without generating UBIT.
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Investing in MLPs
Alternatives to Direct Investment
Disadvantages to Investing Through Funds
Reduced tax benefits: The funds are generally
corporations and must tax on their share of K-1
income at the corporate rate before paying you.
You will not get the benefit of any deduction or loss
pass-throughs.
Reduced return: In addition to taxes, your return
will be diminished by administrative fees and
expenses charged by the fund. Be sure to examine
and compare these before investing.
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www.naptp.org
2013 National Association of Publicly Traded Partnerships
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Contact Information
Mary Lyman
Executive Director, NAPTP
4350 N. Fairfax Drive, Suite 815
Arlington, VA 22203)
(703) 822-4995
mlyman@naptp.org
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