Document



		As of
US$ MILLIONS, UNAUDITED	Notes	September 30, 2018		December 31, 2017
Assets
Cash and cash equivalents	6	$	1,144	$	374
Financial assets	6	334		192
Accounts receivable and other	6	965		838
Inventory		128		108
Current assets		2,571		1,512
Property, plant and equipment	7	10,155		9,937
Intangible assets	8	9,084		9,894
Investments in associates and joint ventures	9	4,305		5,572
Investment properties		185		192
Goodwill	5	1,954		1,301
Financial assets	6	793		730
Other assets		217		273
Deferred income tax asset		68		66
Total assets		$	29,332	$	29,477

Liabilities and Partnership Capital
Liabilities
Accounts payable and other	6	$	1,113	$	864
Corporate borrowings	6,10	97		99
Non-recourse borrowings	6,10	316		364
Financial liabilities	6	114		237
Current liabilities		1,640		1,564
Corporate borrowings	6,10	1,567		2,002
Non-recourse borrowings	6,10	9,544		7,699
Financial liabilities	6	1,074		1,076
Other liabilities		708		793
Deferred income tax liability		2,657		2,849
Preferred shares	6	20		20
Total liabilities		17,210		16,003

Partnership capital
Limited partners	14	4,294		4,967
General partner	14	21		25
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield	14	1,726		2,012
Interest of others in operating subsidiaries		5,144		5,875
Preferred unitholders	14	937		595
Total partnership capital		12,122		13,474
Total liabilities and partnership capital		$	29,332	$	29,477



		For the three-month period ended September 30						For the nine-month period ended September 30
US$ MILLIONS, UNAUDITED	Notes	2018			2017			2018			2017
Revenues	13	$	1,167		$	961		$	3,224		$	2,551
Direct operating costs		(603		)	(394		)	(1,479		)	(1,110		)
General and administrative expenses		(57		)	(63		)	(169		)	(173		)
Depreciation and amortization expense	7,8	(188		)	(215		)	(569		)	(541		)
		319			289			1,007			727
Interest expense		(140		)	(114		)	(379		)	(315		)
Share of (losses) earnings from investments in associates and joint ventures	9	(32		)	24			(36		)	83
Mark-to-market on hedging items	6	31			(18		)	58			(84		)
Gain on sale of associate	4	—			—			338			—
Other (expense) income		(26		)	—			(33		)	19
Income before income tax		152			181			955			430
Income tax expense
Current	4	(53		)	(17		)	(269		)	(67		)
Deferred		(12		)	(13		)	(53		)	(31		)
Net income		$	87		$	151		$	633		$	332

Attributable to:
Limited partners		$	(20	)	$	(5	)	$	166		$	(19	)
General partner		34			28			103			84
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		(9		)	(4		)	70			(11		)
Interest of others in operating subsidiaries		82			132			294			278
Basic and diluted (loss) earnings per limited partner unit:	14	$	(0.10	)	$	(0.04	)	$	0.53		$	(0.13	)



		For the three-month period ended September 30						For the nine-month period ended September 30
US$ MILLIONS, UNAUDITED	Notes	2018			2017			2018			2017
Net income		$	87		$	151		$	633		$	332
Other comprehensive (loss) income:
Items that will not be reclassified subsequently to profit or loss:
Marketable securities, net of tax	6	(2		)	4			(14		)	6
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation		(300		)	417			(1,362		)	365
Cash flow hedge	6	25			43			(33		)	71
Net investment hedge	6	14			(72		)	61			(269		)
Taxes on the above items		—			(1		)	5			1
Investment in associates and joint ventures	9	12			(21		)	75			(73		)
		(249		)	366			(1,254		)	95
Total other comprehensive (loss) income		(251		)	370			(1,268		)	101
Comprehensive (loss) income		$	(164	)	$	521		$	(635	)	$	433

Attributable to:
Limited partners		$	(118	)	$	109		$	(279	)	$	(24	)
General partner		34			28			101			83
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		(49		)	45			(117		)	(12		)
Interest of others in operating subsidiaries		(31		)	339			(340		)	386

UNAUDITED INTERIM CONDENSED AND CONSOLIDATED STATEMENTS OF PARTNERSHIP CAPITAL



	Limited Partners													General Partner										Non-Controlling Interest – Redeemable Partnership Units held by Brookfield
FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Limited partners’ capital		(Deficit)			Ownership changes		Accumulated other comprehensive income (loss)⁽¹⁾			Limited partners			General partner capital		Retained earnings			Accumulated other comprehensive income (loss)⁽¹⁾		General partner			Redeemable units held by Brookfield		(Deficit)			Ownership changes			Accumulated other comprehensive income (loss)⁽¹⁾			Non-controlling interest – Redeemable Partnership Units held by Brookfield			Non-controlling interest – in operating subsidiaries			Preferred Unitholders Capital		Total partners’ capital
	Limited partners’ capital		(Deficit)			Ownership changes		Accumulated other comprehensive income (loss)⁽¹⁾			Limited partners			General partner capital		Retained earnings			Accumulated other comprehensive income (loss)⁽¹⁾		General partner			Redeemable units held by Brookfield		(Deficit)			Ownership changes			Accumulated other comprehensive income (loss)⁽¹⁾						Non-controlling interest – in operating subsidiaries			Preferred Unitholders Capital		Total partners’ capital
Balance as at June 30, 2018	$	4,915	$	(586	)	$	149	$	67		$	4,545		$	19	$	2		$	1	$	22		$	2,078	$	(258	)	$	(40	)	$	52		$	1,832		$	5,125		$	752	$	12,276
Net (loss) income	—		(20		)	—		—			(20		)	—		34			—		34			—		(9		)	—			—			(9		)	82			—		87
Other comprehensive loss	—		—			—		(98		)	(98		)	—		—					—			—		—			—			(40		)	(40		)	(113		)	—		(251		)
Comprehensive (loss) income	—		(20		)	—		(98		)	(118		)	—		34			—		34			—		(9		)	—			(40		)	(49		)	(31		)	—		(164		)
Unit issuance⁽²⁾	4		—			—		—			4			—		—			—		—			—		—			—			—			—			—			—		4
Partnership distributions⁽³⁾	—		(130		)	—		—			(130		)	—		(35		)	—		(35		)	—		(54		)	—			—			(54		)	—			—		(219		)
Partnership preferred distributions⁽³⁾	—		(7		)	—		—			(7		)	—		—			—		—			—		(3		)	—			—			(3		)	—			—		(10		)
Acquisition of subsidiaries⁽⁴⁾	—		—			—		—			—			—		—			—		—			—		—			—			—			—			145			—		145
Subsidiary distributions to non-controlling interest	—		—			—		—			—			—		—			—		—			—		—			—			—			—			(95		)	—		(95		)
Preferred units issued⁽²⁾	—		—			—		—			—			—		—			—		—			—		—			—			—			—			—			185		185
Balance as at September 30, 2018	$	4,919	$	(743	)	$	149	$	(31	)	$	4,294		$	19	$	1		$	1	$	21		$	2,078	$	(324	)	$	(40	)	$	12		$	1,726		$	5,144		$	937	$	12,122



	Limited Partners												General Partner										Non-Controlling Interest – Redeemable Partnership Units held by Brookfield
FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 US$ MILLIONS	Limited partners’ capital		(Deficit)			Ownership changes		Accumulated other comprehensive income⁽¹⁾		Limited partners			General partner capital		Retained earnings			Accumulated other comprehensive income⁽¹⁾		General partner			Redeemable units held by Brookfield		(Deficit)			Ownership changes			Accumulated other comprehensive income⁽¹⁾		Non-controlling interest – Redeemable Partnership Units held by Brookfield			Non-controlling interest – in operating subsidiaries			Preferred Unitholders Capital		Total partners’ capital
	Limited partners’ capital		(Deficit)			Ownership changes		Accumulated other comprehensive income⁽¹⁾		Limited partners			General partner capital		Retained earnings			Accumulated other comprehensive income⁽¹⁾		General partner			Redeemable units held by Brookfield		(Deficit)			Ownership changes			Accumulated other comprehensive income⁽¹⁾					Non-controlling interest – in operating subsidiaries			Preferred Unitholders Capital		Total partners’ capital
Balance as at June 30, 2017	$	4,226	$	(733	)	$	143	$	617	$	4,253		$	19	$	1		$	6	$	26		$	1,778	$	(320	)	$	(34	)	$	281	$	1,705		$	6,045		$	595	$	12,624
Net (loss) income⁽²⁾	—		(5		)	—		—		(5		)	—		28			—		28			—		(4		)	—			—		(4		)	132			—		151
Other comprehensive income	—		—			—		114		114			—		—			—		—			—		—			—			49		49			207			—		370
Comprehensive (loss) income	—		(5		)	—		114		109			—		28			—		28			—		(4		)	—			49		45			339			—		521
Unit issuance⁽³⁾	677		—			—		—		677			—		—			—		—			300		—			—			—		300			—			—		977
Partnership distributions⁽⁴⁾	—		(113		)	—		—		(113		)	—		(28		)	—		(28		)	—		(47		)	—			—		(47		)	—			—		(188		)
Partnership preferred distributions⁽⁴⁾	—		(6		)	—		—		(6		)	—		—			—		—			—		(2		)	—			—		(2		)	—			—		(8		)
Disposition of interest⁽⁵⁾	—		—			—		—		—			—		—			—		—			—		—			—			—		—			(188		)	—		(188		)
Subsidiary distributions to non-controlling interest	—		—			—		—		—			—		—			—		—			—		—			—			—		—			(243		)	—		(243		)
Other items	—		—			6		—		6			—		—			—		—			—		—			(6		)	—		(6		)	—			—		—
Balance as at September 30, 2017	$	4,903	$	(857	)	$	149	$	731	$	4,926		$	19	$	1		$	6	$	26		$	2,078	$	(373	)	$	(40	)	$	330	$	1,995		$	5,953		$	595	$	13,495

UNAUDITED INTERIM CONDENSED AND CONSOLIDATED STATEMENTS OF PARTNERSHIP CAPITAL



	Limited Partners													General Partner											Non-Controlling Interest – Redeemable Partnership Units held by Brookfield
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Limited partners’ capital		(Deficit)			Ownership changes		Accumulated other comprehensive income (loss)⁽¹⁾			Limited partners			General partner capital		Retained earnings			Accumulated other comprehensive income (loss)⁽¹⁾			General partner			Redeemable units held by Brookfield		(Deficit)			Ownership changes			Accumulated other comprehensive income (loss)⁽¹⁾			Non-controlling interest – Redeemable Partnership Units held by Brookfield			Non-controlling interest – in operating subsidiaries			Preferred Unitholders Capital		Total partners’ capital
	Limited partners’ capital		(Deficit)			Ownership changes		Accumulated other comprehensive income (loss)⁽¹⁾			Limited partners			General partner capital		Retained earnings			Accumulated other comprehensive income (loss)⁽¹⁾			General partner			Redeemable units held by Brookfield		(Deficit)			Ownership changes			Accumulated other comprehensive income (loss)⁽¹⁾						Non-controlling interest – in operating subsidiaries			Preferred Unitholders Capital		Total partners’ capital
Balance as at December 31, 2017	$	4,907	$	(953	)	$	149	$	864		$	4,967		$	19	$	—		$	6		$	25		$	2,078	$	(413	)	$	(40	)	$	387		$	2,012		$	5,875		$	595	$	13,474
Change in accounting policies⁽²⁾	—		4			—		—			4			—		—			—			—			—		2			—			—			2			10			—		16
Balance as at January 1, 2018	4,907		(949		)	149		864			4,971			19		—			6			25			2,078		(411		)	(40		)	387			2,014			5,885			595		13,490
Net Income	—		166			—		—			166			—		103			—			103			—		70			—			—			70			294			—		633
Other comprehensive loss	—		—			—		(445		)	(445		)	—		—			(2		)	(2		)	—		—			—			(187		)	(187		)	(634		)	—		(1,268		)
Comprehensive income (loss)	—		166			—		(445		)	(279		)	—		103			(2		)	101			—		70			—			(187		)	(117		)	(340		)	—		(635		)
Unit issuance⁽³⁾	12		—			—		—			12			—		—			—			—			—		—			—			—			—			—			—		12
Partnership distributions⁽⁴⁾	—		(390		)	—		—			(390		)	—		(105		)	—			(105		)	—		(162		)	—			—			(162		)	—			—		(657		)
Partnership preferred distributions⁽⁴⁾	—		(20		)	—		—			(20		)	—		—			—			—			—		(9		)	—			—			(9		)	—			—		(29		)
Acquisition of subsidiaries⁽⁵⁾	—		—			—		—			—			—		—			—			—			—		—			—			—			—			904			—		904
Subsidiary distributions to non-controlling interest	—		—			—		—			—			—		—			—			—			—		—			—			—			—			(428		)	—		(428		)
Capital provided to non-controlling interest	—		—			—		—			—			—		—			—			—			—		—			—			—			—			(877		)	—		(877		)
Preferred units issued⁽³⁾	—		—			—		—			—			—		—			—			—			—		—			—			—			—			—			342		342
Other items⁽⁶⁾	—		450			—		(450		)	—			—		3			(3		)	—			—		188			—			(188		)	—			—			—		—
Balance as at September 30, 2018	$	4,919	$	(743	)	$	149	$	(31	)	$	4,294		$	19	$	1		$	1		$	21		$	2,078	$	(324	)	$	(40	)	$	12		$	1,726		$	5,144		$	937	$	12,122



	Limited Partners													General Partner											Non-Controlling Interest – Redeemable Partnership Units held by Brookfield
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 US$ MILLIONS	Limited partners’ capital		(Deficit)			Ownership changes		Accumulated other comprehensive income (loss)⁽¹⁾			Limited partners			General partner capital		Retained earnings			Accumulated other comprehensive income (loss)⁽¹⁾			General partner			Redeemable units held by Brookfield		(Deficit)			Ownership changes			Accumulated other comprehensive income (loss)⁽¹⁾			Non-controlling interest – Redeemable Partnership Units held by Brookfield			Non-controlling interest – in operating subsidiaries			Preferred Unitholders Capital		Total partners’ capital
	Limited partners’ capital		(Deficit)			Ownership changes		Accumulated other comprehensive income (loss)⁽¹⁾			Limited partners			General partner capital		Retained earnings			Accumulated other comprehensive income (loss)⁽¹⁾			General partner			Redeemable units held by Brookfield		(Deficit)			Ownership changes			Accumulated other comprehensive income (loss)⁽¹⁾						Non-controlling interest – in operating subsidiaries			Preferred Unitholders Capital		Total partners’ capital
Balance as at January 1, 2017	$	4,215	$	(483	)	$	143	$	736		$	4,611		$	19	$	1		$	7		$	27		$	1,778	$	(215	)	$	(34	)	$	331		$	1,860		$	2,771		$	375	$	9,644
Net (loss) income⁽²⁾	—		(19		)	—		—			(19		)	—		84			—			84			—		(11		)	—			—			(11		)	278			—		332
Other comprehensive loss	—		—			—		(5		)	(5		)	—		—			(1		)	(1		)	—		—			—			(1		)	(1		)	108			—		101
Comprehensive (loss) income	—		(19		)	—		(5		)	(24		)	—		84			(1		)	83			—		(11		)	—			(1		)	(12		)	386			—		433
Unit issuance⁽³⁾	688		—			—		—			688			—		—			—			—			300		—			—			—			300			—			—		988
Partnership distributions⁽⁴⁾	—		(339		)	—		—			(339		)	—		(84		)	—			(84		)	—		(141		)	—			—			(141		)	—			—		(564		)
Partnership preferred distributions⁽⁴⁾	—		(16		)	—		—			(16		)	—		—			—			—			—		(6		)	—			—			(6		)	—			—		(22		)
Acquisition of subsidiaries⁽⁵⁾	—		—			—		—			—			—		—			—			—			—		—			—			—			—			3,429			—		3,429
Subsidiary distributions to non-controlling interest	—		—			—		—			—			—		—			—			—			—		—			—			—			—			(445		)	—		(445		)
Disposition of interest⁽⁶⁾	—		—			—		—			—			—		—			—			—			—		—			—			—			—			(188		)	—		(188		)
Preferred units issued⁽³⁾	—		—			—		—			—			—		—			—			—			—		—			—			—			—			—			220		220
Other items	—		—			6		—			6			—		—			—			—			—		—			(6		)	—			(6		)	—			—		—
Balance as at September 30, 2017	$	4,903	$	(857	)	$	149	$	731		$	4,926		$	19	$	1		$	6		$	26		$	2,078	$	(373	)	$	(40	)	$	330		$	1,995		$	5,953		$	595	$	13,495



		For the three-month period ended September 30						For the nine-month period ended September 30
US$ MILLIONS, UNAUDITED	Notes	2018			2017			2018			2017
Operating Activities
Net income		$	87		$	151		$	633		$	332
Adjusted for the following items:
Loss (earnings) from investments in associates and joint ventures, net of distributions received	9	40			(20		)	64			(41		)
Depreciation and amortization expense	7,8	188			215			569			541
Mark-to-market on hedging items, provisions and other	6	28			27			57			102
Gain on sale of associate	4	—			—			(338		)	—
Deferred income tax expense		12			13			53			31
Changes in non-cash working capital, net		(18		)	(11		)	(52		)	7
Cash from operating activities		337			375			986			972

Investing Activities
Acquisition of subsidiaries, net of cash acquired	5	(181		)	—			(579		)	(4,203		)
Investments in associates and joint ventures	9	(8		)	(33		)	(63		)	(351		)
Disposal of investments in associates and joint ventures	4	—			—			1,289			—
Purchase of long-lived assets	7,8	(204		)	(164		)	(562		)	(515		)
Disposal of long-lived assets	7,8	8			—			13			41
Purchase of financial assets		(24		)	(99		)	(164		)	(318		)
Sale of financial assets		49			35			101			230
Settlement of foreign exchange hedging items	6	(5		)	(3		)	(77		)	(43		)
Cash used by investing activities		(365		)	(264		)	(42		)	(5,159		)

Financing Activities
Distributions to general partner	15	(35		)	(28		)	(105		)	(84		)
Distributions to other unitholders	15	(194		)	(168		)	(581		)	(502		)
Subsidiary distributions to non-controlling interest		(95		)	(243		)	(428		)	(445		)
Capital provided by non-controlling interest	5	145			—			291			2,817
Capital provided to non-controlling interest	10	—			—			(877		)	—
Proceeds from corporate borrowings	10	377			—			377			537
Proceeds from corporate credit facility	10	—			272			669			1,525
Repayment of corporate credit facility	10	—			(975		)	(1,458		)	(1,454		)
Proceeds from subsidiary borrowings	10	76			138			2,760			479
Repayment of subsidiary borrowings	10	(61		)	(73		)	(1,131		)	(205		)
Preferred units issued	14	185			—			342			220
Partnership units issued, net of issuance costs	14	4			977			12			988
Cash from (used by) financing activities		402			(100		)	(129		)	3,876

Cash and cash equivalents
Change during the period		374			11			815			(311		)
Impact of foreign exchange on cash		(12		)	13			(45		)	17
Balance, beginning of period		782			468			374			786
Balance, end of period		$	1,144		$	492		$	1,144		$	492

Brookfield Infrastructure Partners L.P. (our “partnership” and, together with its subsidiaries and operating entities, “Brookfield Infrastructure”) owns and operates utilities, transport, energy and data infrastructure businesses in North and South America, Europe and the Asia Pacific region. Our partnership was formed as a limited partnership established under the laws of Bermuda, pursuant to a limited partnership agreement dated May 17, 2007, as amended and restated. Our partnership is a subsidiary of Brookfield Asset Management Inc. (“Brookfield”). Our partnership’s units are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbols “BIP” and “BIP.UN”, respectively. Our cumulative Class A preferred limited partnership units, Series 1, Series 3, Series 5, Series 7, Series 9, and Series 11 are listed on the Toronto Stock Exchange under the symbols “BIP.PR.A”, “BIP.PR.B”, “BIP.PR.C”, “BIP.PR.D”, “BIP.PR.E”, and “BIP.PR.F” respectively. Our partnership’s registered office is 73 Front Street, Hamilton, HM12, Bermuda.

In these notes to the interim condensed and consolidated financial statements, references to “units” are to the limited partnership units in our partnership other than the preferred units, references to our “preferred units” are to preferred limited partnership units in our partnership and references to our “unitholders” and “preferred unitholders” are to the holders of our units and preferred units, respectively. References to “Series 5 Preferred Units”, “Series 7 Preferred Units”, “Series 9 Preferred Units”, and “Series 11 Preferred Units” are to cumulative Class A preferred limited partnership units, Series 5, cumulative Class A preferred limited partnership units, Series 7, cumulative Class A preferred limited partnership units, Series 9, and cumulative Class A preferred limited partnership units, Series 11, in our partnership, respectively.

These interim condensed and consolidated financial statements of our partnership and its subsidiaries (together “Brookfield Infrastructure”) have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”) and using the accounting policies Brookfield Infrastructure applied in its consolidated financial statements as of and for the year ended December 31, 2017, amended by the recently adopted accounting standards described in the section below. The accounting policies that our partnership applied in its annual consolidated financial statements as of and for the year ended December 31, 2017 are disclosed in Note 3 of such financial statements, with which reference should be made in reading these interim condensed and consolidated financial statements.

IFRS 15 specifies how and when revenue should be recognized as well as requiring more informative and relevant disclosures. This standard also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. IFRS 15 supersedes IAS 18, Revenue, IAS 11, Construction Contracts and a number of revenue-related interpretations. IFRS 15 applies to nearly all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts. Our partnership adopted the standard on January 1, 2018, on a modified retrospective basis. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Apart from additional disclosure requirements, the adoption did not have a significant impact on the partnership’s condensed and consolidated financial statements and therefore has not been included in the “Cumulative effect of changes” section below.

Revenue from utilities infrastructure is derived from the transmission of energy and natural gas, the distribution of energy and from Brookfield Infrastructure’s Australian regulated terminal operation. Distribution and transmission revenue each contain a single performance obligation that is recognized over time. The connection revenue relating to Brookfield Infrastructure’s regulated distribution operation contains a distinct performance obligation that is recognized over the period that the connection is constructed, based on an input method of progress recognition on the basis that this methodology is most reflective of the underlying transfer of control. Terminal infrastructure revenue contains both a capacity charge and a handling charge associated with operating the terminal. The terminal infrastructure service contracts contain a performance obligation recognized over time pertaining to capacity for the period the services are provided and for handling services based on tons of coal shipped through the terminal when service is provided. The payment terms for all of our businesses in the utilities segment require payment upon completion, except for connections income whereby payment is typically collected up-front prior to the completion of any services.

Revenue from energy infrastructure consists primarily of energy transmission and storage as well as district energy services. Energy transmission services revenue consists of a single performance obligation and is recognized over time as services are rendered, based primarily on usage or volume throughput. Performance obligations relating to district energy contracts are satisfied over time as the services are rendered. Gas storage revenues contain both a capacity charge and a variable charge, however the associated services are highly interdependent and represent a single performance obligation that is satisfied over time as the services are provided. The payment terms for all of our businesses in the energy segment require payment upon completion of the underlying service within a given period.

This standard establishes principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity’s future cash flows. The standard includes changes regarding the classification of certain financial instruments as discussed below. These changes have not had a material impact on our partnership’s consolidated financial statements. The standard also includes a new general hedge accounting standard which aligns hedge accounting more closely with an entity’s risk management activities. It does not fully change the types of hedging relationships or the requirement to measure and recognize ineffectiveness, however, it allows more hedging strategies that are used for risk management purposes to qualify for hedge accounting and introduces more judgment to assess the effectiveness of a hedging relationship. Our partnership has adopted the standards as of January 1, 2018 retrospectively with no restatement of comparative periods. Certain hedge accounting relationships relating to aggregated foreign currency exposures now qualify for hedge accounting under this new standard. Consequently, the partnership has applied hedge accounting to these relationships prospectively commencing on January 1, 2018. In addition, our partnership has elected certain gas storage contracts to be measured at fair value through profit or loss. A cumulative catch-up adjustment has been recorded through equity upon initial adoption as described in the cumulative effect of changes section.

Financial assets classified as FVTPL or FVTOCI are subsequently measured at fair value at each reporting date. For financial assets classified as FVTPL, the change in fair value is recorded through profit or loss. For financial assets classified as FVTOCI, the change in fair value is recorded in other comprehensive income. The cumulative gains or losses related to FVTOCI equity instruments are not reclassified to profit or loss on disposal, whereas the cumulative gains or losses on all other FVTOCI assets are reclassified to profit or loss on disposal. For financial instruments at amortized cost or debt instruments at FVTOCI, the partnership assesses if there have been significant increases in credit risk since initial recognition to determine whether lifetime or 12-month expected credit losses should be recognized. Any related loss allowances are recorded through profit or loss.

Brookfield Infrastructure selectively utilizes derivative financial instruments primarily to manage financial risks, including interest rate and foreign exchange risks. Derivative financial instruments are recorded at fair value. Hedge accounting is applied when the derivative is designated as a hedge of a specific exposure and that the hedging relationship meets all of the hedge effectiveness requirements. Hedge accounting is discontinued prospectively when the derivative no longer qualifies as a hedge or the hedging relationship is terminated. Once discontinued, the cumulative change in fair value of a derivative that was previously recorded in other comprehensive income by the application of hedge accounting is recognized in profit or loss over the remaining term of the original hedging relationship as amounts related to the hedged item are recognized in profit or loss. The assets or liabilities relating to unrealized mark-to-market gains and losses on derivative financial instruments are recorded in financial assets and financial liabilities, respectively.

In June 2017, the IASB published IFRIC 23, effective for annual periods beginning on or after January 1, 2019. The interpretation requires an entity to assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings and to exercise judgment in determining whether each tax treatment should be considered independently or whether some tax treatments should be considered together. The decision should be based on which approach provides better predictions of the resolution of the uncertainty. An entity also has to consider whether it is probable that the relevant authority will accept each tax treatment, or group of tax treatments, assuming that the taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so. The interpretation may be applied on either a fully retrospective basis or a modified retrospective basis without restatement of comparative information. Brookfield Infrastructure is currently evaluating the impact of IFRIC 23 on its consolidated financial statements.

IFRS 8, Operating Segments, requires operating segments to be determined based on information that is regularly reviewed by the Executive Management and the Board of Directors for the purpose of allocating resources to the segment and to assess its performance. Key measures used by the Chief Operating Decision Maker (“CODM”) in assessing performance and in making resource allocation decisions are Funds from Operations (“FFO”) and earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”), which enable the determination of return on the equity deployed. FFO is calculated as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses. Adjusted EBITDA is calculated as net income excluding the impact of depreciation and amortization, interest expense, current and deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses.



	Total attributable to Brookfield Infrastructure
FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non- controlling interest			As per IFRS financials⁽²⁾
	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non- controlling interest			As per IFRS financials⁽²⁾
Revenues	$	270		$	385		$	144		$	40		$	—		$	839		$	(359	)	$	687		$	1,167
Costs attributed to revenues	(98		)	(227		)	(71		)	(17		)	—			(413		)	200			(390		)	(603		)
General and administrative costs	—			—			—			—			(57		)	(57		)	—			—			(57		)
Adjusted EBITDA	172			158			73			23			(57		)	369			(159		)	297
Other (expense) income	(9		)	1			5			(1		)	20			16			5			(30		)	(9		)
Interest expense	(33		)	(40		)	(19		)	(3		)	(12		)	(107		)	29			(62		)	(140		)
FFO	130			119			59			19			(49		)	278			(125		)	205
Depreciation and amortization	(42		)	(81		)	(39		)	(18		)	—			(180		)	87			(95		)	(188		)
Deferred taxes	(11		)	28			(2		)	1			1			17			(23		)	(6		)	(12		)
Mark-to-market on hedging items and other	(10		)	(112		)	(13		)	1			24			(110		)	93			(22		)	(39		)
Share of losses from associates	—			—			—			—			—			—			(32		)	—			(32		)
Net income attributable to non-controlling interest and preferred unitholders	—			—			—			—			—			—			—			(82		)	(82		)
Net income (loss) attributable to partnership⁽³⁾	$	67		$	(46	)	$	5		$	3		$	(24	)	$	5		$	—		$	—		$	5



	Total attributable to Brookfield Infrastructure
FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
Revenues	$	261		$	411		$	133		$	42		$	—		$	847		$	(403	)	$	517		$	961
Costs attributed to revenues	(61		)	(232		)	(71		)	(19		)	—			(383		)	213			(224		)	(394		)
General and administrative costs	—			—			—			—			(63		)	(63		)	—			—			(63		)
Adjusted EBITDA	200			179			62			23			(63		)	401			(190		)	293
Other (expense) income	(2		)	(2		)	5			(1		)	8			8			1			(10		)	(1		)
Interest expense	(28		)	(41		)	(19		)	(3		)	(17		)	(108		)	39			(45		)	(114		)
FFO	170			136			48			19			(72		)	301			(150		)	238
Depreciation and amortization	(58		)	(82		)	(36		)	(19		)	—			(195		)	94			(114		)	(215		)
Deferred taxes	(15		)	3			(1		)	3			4			(6		)	—			(7		)	(13		)
Mark-to-market on hedging items and other	(5		)	(28		)	(7		)	(1		)	(40		)	(81		)	32			15			(34		)
Share of earnings from associates	—			—			—			—			—			—			24			—			24
Net income attributable to non-controlling interest and preferred unitholders	—			—			—			—			—			—			—			(132		)	(132		)
Net income (loss) attributable to partnership⁽³⁾	$	92		$	29		$	4		$	2		$	(108	)	$	19		$	—		$	—		$	19



	Total attributable to Brookfield Infrastructure
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
Revenues	$	787		$	1,219		$	434		$	128		$	—		$	2,568		$	(1,150	)	$	1,806		$	3,224
Costs attributed to revenues	(235		)	(710		)	(213		)	(59		)	—			(1,217		)	631			(893		)	(1,479		)
General and administrative costs	—			—			—			—			(169		)	(169		)	—			—			(169		)
Adjusted EBITDA	552			509			221			69			(169		)	1,182			(519		)	913
Other (expense) income	(20		)	3			13			(3		)	53			46			9			(81		)	(26		)
Interest expense	(94		)	(123		)	(55		)	(9		)	(42		)	(323		)	101			(157		)	(379		)
FFO	438			389			179			57			(158		)	905			(409		)	675
Depreciation and amortization	(143		)	(265		)	(110		)	(55		)	—			(573		)	289			(285		)	(569		)
Deferred taxes	(38		)	40			(5		)	3			2			2			(35		)	(20		)	(53		)
Mark-to-market on hedging items and other	(67		)	(174		)	(51		)	2			(43		)	(333		)	191			(76		)	(218		)
Gain on sale of associates	—			—			—			—			338			338			—			—			338
Share of losses from associates	—			—			—			—			—			—			(36		)	—			(36		)
Net income attributable to non-controlling interest and preferred unitholders	—			—			—			—			—			—			—			(294		)	(294		)
Net income (loss) attributable to partnership⁽³⁾	$	190		$	(10	)	$	13		$	7		$	139		$	339		$	—		$	—		$	339



	Total attributable to Brookfield Infrastructure
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
Revenues	$	715		$	1,181		$	398		$	122		$	—		$	2,416		$	(1,191	)	$	1,326		$	2,551
Costs attributed to revenues	(182		)	(666		)	(187		)	(54		)	—			(1,089		)	624			(645		)	(1,110		)
General and administrative costs	—			—			—			—			(173		)	(173		)	—			—			(173		)
Adjusted EBITDA	533			515			211			68			(173		)	1,154			(567		)	681
Other (expense) income	(9		)	(4		)	11			(2		)	35			31			8			(26		)	13
Interest expense	(86		)	(118		)	(69		)	(9		)	(46		)	(328		)	132			(119		)	(315		)
FFO	438			393			153			57			(184		)	857			(427		)	536
Depreciation and amortization	(147		)	(233		)	(104		)	(55		)	—			(539		)	273			(275		)	(541		)
Deferred taxes	(33		)	10			(1		)	8			2			(14		)	(1		)	(16		)	(31		)
Mark-to-market on hedging items and other	(33		)	(67		)	(26		)	(3		)	(121		)	(250		)	72			33			(145		)
Share of earnings from associates	—			—			—			—			—			—			83			—			83
Net income attributable to non-controlling interest and preferred unitholders	—			—			—			—			—			—			—			(278		)	(278		)
Net income (loss) attributable to partnership⁽³⁾	$	225		$	103		$	22		$	7		$	(303	)	$	54		$	—		$	—		$	54

On March 15, 2018, Brookfield Infrastructure sold its 27.8% interest in a Chilean electricity transmission operation, ETC Transmission Holdings, S.L. (ETC Holdings), the parent company of Transelec S.A. The Chilean electricity transmission operation was previously included in the utilities operating segment and was sold to a third party for proceeds of $1.3 billion. After recognizing our share of earnings and foreign currency translation until March 15, 2018, the partnership’s carrying value of ETC Holdings was $951 million. On disposition of the business, the partnership recognized a gain of $338 million in the Consolidated Statement of Operating Results, net of transaction costs of $11 million, along with the associated income tax expense of $129 million. As a result of the disposition, accumulated revaluation surplus of $641 million (net of tax) was reclassified from accumulated other comprehensive income directly to retained earnings and recorded within Other items on the Consolidated Statements of Partnership Capital. Accumulated other comprehensive losses of $35 million were reclassified to share of earnings (losses) from associates and joint ventures on the Consolidated Statement of Operating Results.

On September 7, 2018, Brookfield Infrastructure, along with institutional partners (the Indian toll road “consortium”), expanded its toll road operations through the acquisition of an effective 29% interest in an Indian toll road business (Simhapuri Expressway Ltd), for total consideration by Brookfield Infrastructure of $53 million (consortium total of $182 million). Concurrently, Brookfield Infrastructure entered into a voting agreement with an affiliate of Brookfield, providing Brookfield Infrastructure the right to direct the relevant activities of the entity, thereby providing Brookfield Infrastructure with control. Accordingly, Brookfield Infrastructure consolidated the entity effective September 7, 2018. Acquisition costs of $1 million were recorded as Other (expense) income within the Consolidated Statements of Operating Results in 2018.

On June 1, 2018, Brookfield Infrastructure, alongside institutional partners (the “GN consortium”), acquired an effective 16% interest in Gas Natural, S.A. ESP (“GN”), a Colombian natural gas distribution business, for total consideration of $150 million (GN consortium total of $522 million). The acquisition was funded through equity of $88 million (GN consortium total of $309 million) and the remainder with asset level debt raised concurrently on closing. Concurrently, Brookfield Infrastructure entered into a voting agreement with an affiliate of Brookfield, providing Brookfield Infrastructure the right to direct the relevant activities of the entity, thereby providing Brookfield Infrastructure with control. Accordingly, Brookfield Infrastructure consolidated the entity effective June 1, 2018. Acquisition costs of $2 million were recorded as Other expenses within the Consolidated Statements of Operating Results in 2018.

On April 4, 2017, Brookfield Infrastructure, alongside institutional partners (the “consortium”), acquired an effective 28% interest in Nova Transportadora do Sudeste S.A. (“NTS”), a Brazilian regulated gas transmission business, for total consideration by Brookfield Infrastructure of $1.6 billion (consortium total of $5.1 billion). Brookfield Infrastructure’s consideration consists of $1.3 billion in cash (consortium total of $4.2 billion) and deferred consideration of $0.3 billion (consortium total of $0.9 billion) payable five years from the close of the transaction. Concurrently, Brookfield Infrastructure entered into a voting agreement with an affiliate of Brookfield, providing Brookfield Infrastructure the right to direct the relevant activities of the entity, thereby providing Brookfield Infrastructure with control. Accordingly, Brookfield Infrastructure consolidated the entity effective April 4, 2017. Acquisition costs of $8 million were recorded as Other expenses within the Consolidated Statements of Operating Results in 2017.

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values are determined by reference to quoted bid or ask prices, as appropriate. Where bid and ask prices are unavailable, the closing price of the most recent transaction of that instrument is used. In the absence of an active market, fair values are determined based on prevailing market rates such as bid and ask prices, as appropriate for instruments with similar characteristics and risk profiles or internal or external valuation models, such as option pricing models and discounted cash flow analyses, using observable market inputs.



US$ MILLIONS Financial Instrument Classification
MEASUREMENT BASIS	Fair value through profit or loss		Fair value through OCI		Amortized Cost		Total
Financial assets
Cash and cash equivalents	$	—	$	—	$	1,144	$	1,144
Accounts receivable and other	—		—		965		965
Financial assets (current and non-current)⁽¹⁾	765		34		171		970
Marketable securities	109		48		—		157
Total	$	874	$	82	$	2,280	$	3,236

Financial liabilities
Corporate borrowings	$	—	$	—	$	1,664	$	1,664
Non-recourse borrowings (current and non-current)	—		—		9,860		9,860
Accounts payable and other	—		—		1,113		1,113
Preferred shares⁽²⁾	—		—		20		20
Financial liabilities (current and non-current)⁽¹⁾	283		—		905		1,188
Total	$	283	$	—	$	13,562	$	13,845



US$ MILLIONS Financial Instrument Classification
MEASUREMENT BASIS	Fair value through profit or loss		Fair value through OCI		Amortized Cost		Total
Financial assets
Cash and cash equivalents	$	—	$	—	$	374	$	374
Accounts receivable and other	—		—		838		838
Financial assets (current and non-current)⁽¹⁾	608		57		172		837
Marketable securities	—		85		—		85
Total	$	608	$	142	$	1,384	$	2,134

Financial liabilities
Corporate borrowings	$	—	$	—	$	2,101	$	2,101
Non-recourse borrowings (current and non-current)	—		—		8,063		8,063
Accounts payable and other	—		—		864		864
Preferred shares⁽²⁾	—		—		20		20
Financial liabilities (current and non-current)⁽¹⁾	440		—		873		1,313
Total	$	440	$	—	$	11,921	$	12,361



	September 30, 2018				December 31, 2017
US$ MILLIONS	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets
Cash and cash equivalents	$	1,144	$	1,144	$	374	$	374
Accounts receivable and other	965		965		838		838
Financial assets (current and non-current)	970		970		837		837
Marketable securities	157		157		85		85
Total	$	3,236	$	3,236	$	2,134	$	2,134

Financial liabilities
Corporate borrowings⁽¹⁾	$	1,664	$	1,653	$	2,101	$	2,113
Non-recourse borrowings⁽²⁾	9,860		10,154		8,063		8,392
Accounts payable and other (current and non-current)	1,113		1,113		864		864
Preferred shares⁽³⁾	20		20		20		20
Financial liabilities (current and non-current)	1,188		1,188		1,313		1,313
Total	$	13,845	$	14,128	$	12,361	$	12,702

Brookfield Infrastructure uses derivatives and non-derivative financial instruments to manage or maintain exposures to interest and currency risks. For certain derivatives which are used to manage exposures, Brookfield Infrastructure determines whether hedge accounting can be applied. When hedge accounting can be applied, a hedge relationship can be designated as a fair value hedge, cash flow hedge or a hedge of foreign currency exposure of a net investment in a foreign operation with a functional currency other than the U.S. dollar. To qualify for hedge accounting, the derivative must be designated as a hedge of a specific exposure and the hedging relationship must meet all of the hedge effectiveness requirements in accomplishing the objective of offsetting changes in the fair value or cash flows attributable to the hedged risk both at inception and over the life of the hedge. If it is determined that the hedging relationship does not meet all of the hedge effectiveness requirements, hedge accounting is discontinued prospectively.

Brookfield Infrastructure uses interest rate swaps to hedge the variability in cash flows related to a variable rate asset or liability and highly probable forecasted issuances of debt. The settlement dates coincide with the dates on which the interest is payable on the underlying debt, and the amount accumulated in equity is reclassified to profit or loss over the period that the floating rate interest payments on debt affect profit or loss. For the three and nine-month periods ended September 30, 2018, pre-tax net unrealized gains of $25 million and losses of $33 million, respectively, (2017: gains of $43 million and $71 million) were recorded in other comprehensive income for the effective portion of the cash flow hedges. As of September 30, 2018, there was a net derivative asset balance of $498 million relating to derivative contracts designated as cash flow hedges (December 31, 2017: $447 million).

Brookfield Infrastructure uses foreign exchange contracts and foreign currency denominated debt instruments to manage its foreign currency exposures arising from net investments in foreign operations having a functional currency other than the U.S. dollar. For the three and nine-month periods ended September 30, 2018, gains of $14 million and $61 million, respectively, (2017: losses of $72 million and $269 million) were recorded in other comprehensive income relating to the effective portion of hedges of net investments in foreign operations. Further, for the three and nine-month periods ended September 30, 2018, Brookfield Infrastructure paid $5 million and $77 million, respectively, (2017: $3 million and $43 million) relating to the settlement of foreign exchange contracts in the period. Consistent with our risk management objectives, these contracts are replaced at expiration; therefore, no reclassification to profit or loss has been recorded during the period. As of September 30, 2018, there was a net unrealized derivative asset balance of $61 million relating to derivative contracts designated as net investment hedges (December 31, 2017: net unrealized derivative liability balance of $129 million).



US$ MILLIONS	Utilities Assets			Transport Assets			Energy Assets			Total Assets
Gross Carrying Amount:
Balance at January 1, 2017	$	2,895		$	2,362		$	2,380		$	7,637
Additions, net of disposals	349			104			95			548
Non-cash (disposals), net of additions	—			—			(14		)	(14		)
Acquisitions through business combinations⁽¹⁾	—			—			100			100
Net foreign currency exchange differences	227			191			68			486
Balance at December 31, 2017	$	3,471		$	2,657		$	2,629		$	8,757
Additions, net of disposals	340			43			65			448
Acquisitions through business combinations⁽¹⁾	487			—			—			487
Non-cash (disposals), net of additions	(22		)	(6		)	(2		)	(30		)
Net foreign currency exchange differences	(140		)	(189		)	(44		)	(373		)
Balance at September 30, 2018	$	4,136		$	2,505		$	2,648		$	9,289
Accumulated depreciation:
Balance at January 1, 2017	$	(383	)	$	(517	)	$	(258	)	$	(1,158	)
Depreciation expense	(118		)	(147		)	(117		)	(382		)
Non-cash disposals	19			21			—			40
Disposals	—			—			5			5
Net foreign currency exchange differences	(28		)	(44		)	(13		)	(85		)
Balance at December 31, 2017	$	(510	)	$	(687	)	$	(383	)	$	(1,580	)
Depreciation expense	(108		)	(109		)	(97		)	(314		)
Disposals	3			15			—			18
Net foreign currency exchange differences	13			51			6			70
Balance at September 30, 2018	$	(602	)	$	(730	)	$	(474	)	$	(1,806	)
Accumulated fair value adjustments:
Balance at January 1, 2017	$	1,043		$	782		$	352		$	2,177
Fair value adjustments	137			24			257			418
Net foreign currency exchange differences	78			67			20			165
Balance at December 31, 2017	$	1,258		$	873		$	629		$	2,760
Net foreign currency exchange differences	(18		)	(62		)	(8		)	(88		)
Balance at September 30, 2018	$	1,240		$	811		$	621		$	2,672
Net book value:
December 31, 2017	4,219			2,843			2,875			9,937
Balance at September 30, 2018	$	4,774		$	2,586		$	2,795		$	10,155

Brookfield Infrastructure has a $1.975 billion senior unsecured revolving credit facility used for general working capital purposes including acquisitions. The $1.975 billion is available on a revolving basis for the full term of the facility. All amounts outstanding under this facility will be repayable on June 30, 2023. All obligations of Brookfield Infrastructure under the facility are guaranteed by our partnership. Loans under this facility accrue interest at a floating rate based on LIBOR plus 1.2%. Brookfield Infrastructure is required to pay an unused commitment fee under the facility of 18 basis points per annum. As at September 30, 2018, draws on the credit facility were $nil (2017: $789 million) and $52 million of letters of credit were issued (2017: $106 million).



FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Our partnership⁽²⁾			The Issuers		Subsidiaries of our partnership other than the Issuers⁽³⁾		Consolidating adjustments⁽⁴⁾			Our partnership consolidated
	Our partnership⁽²⁾			The Issuers		Subsidiaries of our partnership other than the Issuers⁽³⁾		Consolidating adjustments⁽⁴⁾			Our partnership consolidated
Revenues	$	—		$	—	$	—	$	1,167		$	1,167
Net (loss) income attributable to partnership⁽¹⁾	(20		)	—		5		20			5

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017
Revenues	$	—		$	—	$	—	$	961		$	961
Net (loss) income attributable to partnership⁽¹⁾	(5		)	—		19		5			19

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2018
Revenues	$	—		$	—	$	—	$	3,224		$	3,224
Net income (loss) attributable to partnership⁽¹⁾	166			—		339		(166		)	339

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2017
Revenues	$	—		$	—	$	—	$	2,551		$	2,551
Net (loss) income attributable to partnership⁽¹⁾	(19		)	—		54		19			54

AS OF SEPTEMBER 30, 2018
Current assets	$	—		$	—	$	—	$	2,571		$	2,571
Non-current assets	5,180			—		6,712		14,869			26,761
Current liabilities	—			—		—		1,640			1,640
Non-current liabilities	—			1,664		—		13,906			15,570
Non-controlling interests – Redeemable Partnership Units held by Brookfield	—			—		—		1,726			1,726
Non-controlling interests – in operating subsidiaries	—			—		—		5,144			5,144
Preferred unitholders	—			—		—		937			937

AS OF DECEMBER 31, 2017
Current assets	$	—		$	—	$	—	$	1,512		$	1,512
Non-current assets	5,514			—		5,987		16,464			27,965
Current liabilities	—			—		—		1,564			1,564
Non-current liabilities	—			1,313		—		13,126			14,439
Non-controlling interests – Redeemable Partnership Units held by Brookfield	—			—		—		2,012			2,012
Non-controlling interests – in operating subsidiaries	—			—		—		5,875			5,875
Preferred unitholders	—			—		—		595			595

As at September 30, 2018, our partnership’s capital structure was comprised of three classes of partnership units: limited partnership units, preferred units and general partnership units. Limited partnership units entitle the holder to their proportionate share of distributions. Preferred units entitle the holder to cumulative preferential cash distributions in accordance with their terms. General partnership units entitle the holder to the right to govern the financial and operating policies of our partnership. The Holding LP’s capital structure is composed of four classes of partnership units: special general partner units, Holding LP Class A preferred units, managing general partner units and redeemable partnership units held by Brookfield.

a) Attributable to Limited Partners



US$ MILLIONS	Revaluation surplus			Foreign currency translation			Net investment hedges		Cash flow hedges			Marketable securities			Unrealized actuarial losses			Equity accounted investments		Accumulated other comprehensive income
Balance at January 1, 2018	$	976		$	(835	)	$	28	$	(26	)	$	—		$	(27	)	$	748	$	864
Other comprehensive (loss) income⁽¹⁾	—			(514		)	44		(19		)	(10		)	—			54		(445		)
Other items⁽¹⁾	(450		)	—			—		—			—			—			—		(450		)
Balance at September 30, 2018	$	526		$	(1,349	)	$	72	$	(45	)	$	(10	)	$	(27	)	$	802	$	(31	)



US$ MILLIONS	Revaluation surplus		Foreign currency translation			Net investment hedges			Cash flow hedges			Marketable securities			Unrealized actuarial losses			Equity accounted investments			Accumulated other comprehensive income
Balance at January 1, 2017	$	957	$	(891	)	$	215		$	(130	)	$	(4	)	$	(30	)	$	619		$	736
Other comprehensive income (loss)	—		178			(188		)	53			4			—			(52		)	(5		)
Balance at September 30, 2017	$	957	$	(713	)	$	27		$	(77	)	$	—		$	(30	)	$	567		$	731

b) Attributable to General Partner



US$ MILLIONS	Revaluation surplus			Foreign currency translation			Net investment hedges		Cash flow hedges		Marketable securities		Unrealized actuarial losses		Equity accounted investments		Accumulated other comprehensive income
Balance at January 1, 2018	$	7		$	(6	)	$	1	$	—	$	—	$	—	$	4	$	6
Other comprehensive loss⁽¹⁾	—			(2		)	—		—		—		—		—		(2		)
Other items⁽¹⁾	(3		)	—			—		—		—		—		—		(3		)
Balance at September 30, 2018	$	4		$	(8	)	$	1	$	—	$	—	$	—	$	4	$	1



US$ MILLIONS	Revaluation surplus		Foreign currency translation			Net investment hedges			Cash flow hedges			Marketable securities		Unrealized actuarial losses		Equity accounted investments		Accumulated other comprehensive income
Balance at January 1, 2017	$	7	$	(5	)	$	3		$	(1	)	$	—	$	—	$	3	$	7
Other comprehensive income (loss)	—		1			(2		)	—			—		—		—		(1		)
Balance at September 30, 2017	$	7	$	(4	)	$	1		$	(1	)	$	—	$	—	$	3	$	6

c) Attributable to Non-controlling interest – Redeemable Partnership Units held by Brookfield



US$ MILLIONS	Revaluation surplus			Foreign currency translation			Net investment hedges		Cash flow hedges			Marketable securities			Unrealized actuarial losses			Equity accounted investments		Accumulated other comprehensive income
Balance at January 1, 2018	$	425		$	(339	)	$	11	$	(14	)	$	(2	)	$	(8	)	$	314	$	387
Other comprehensive (loss) income⁽¹⁾	—			(212		)	17		(9		)	(4		)	—			21		(187		)
Other items⁽¹⁾	(188		)	—			—		—			—			—			—		(188		)
Balance at September 30, 2018	$	237		$	(551	)	$	28	$	(23	)	$	(6	)	$	(8	)	$	335	$	12



US$ MILLIONS	Revaluation surplus		Foreign currency translation			Net investment hedges			Cash flow hedges			Marketable securities			Unrealized actuarial losses			Equity accounted investments			Accumulated other comprehensive income
Balance at January 1, 2017	$	417	$	(365	)	$	88		$	(58	)	$	(3	)	$	(9	)	$	261		$	331
Other comprehensive income (loss)	—		75			(79		)	22			2			—			(21		)	(1		)
Balance at September 30, 2017	$	417	$	(290	)	$	9		$	(36	)	$	(1	)	$	(9	)	$	240		$	330

Brookfield Infrastructure’s subsidiaries provide heating, cooling and connection services in the normal course of operations on market terms to subsidiaries and associates of Brookfield Property Partners L.P. In addition, our subsidiaries lease office space and obtain construction, consulting and engineering services in the normal course of operations on market terms from subsidiaries and associates of Brookfield Property Partners L.P. For the three and nine-month periods ended September 30, 2018, revenues of $6 million and $10 million, respectively, were generated (2017: $2 million and $5 million for the three and nine-month periods) and expenses of $1 million and $3 million, respectively, were incurred (2017: $2 million and $3 million for the three and nine-month periods).

On October 1, 2018, Brookfield Infrastructure, alongside institutional partners (the “NorthRiver consortium”), acquired an effective 29% interest in the provincially regulated portion of Enbridge Inc.’s Canadian natural gas gathering and processing business in the Montney, Peace River Arch, Horn River and Liard basins in British Columbia and Alberta (“G&P Business”), for total consideration of $556 million (NorthRiver consortium total of $1.9 billion). Under Brookfield’s ownership, the G&P business will be named NorthRiver Midstream Inc. (“NorthRiver”). The acquisition was funded through equity of $278 million (NorthRiver consortium total of $972 million) and $278 million (NorthRiver consortium total of $974 million) of asset level debt raised on closing.

On closing, Brookfield Infrastructure entered into a voting agreement with an affiliate of Brookfield, providing Brookfield Infrastructure the right to direct the relevant activities of the entity, thereby providing Brookfield Infrastructure with control. Accordingly, Brookfield Infrastructure will consolidate the entity effective October 1, 2018. At the date of the acquisition, Brookfield Infrastructure recognized $2.1 billion of total assets, primarily related to property, plant and equipment, contract-related intangible assets and goodwill, and $0.2 billion of total liabilities. Non-controlling interest, reflecting the fair value of the portion of the business not acquired by Brookfield Infrastructure, of $1.3 billion was also recognized.

On October 16, 2018, Brookfield Infrastructure, alongside institutional partners (the “Enercare consortium”), acquired an effective 30% interest in Enercare Inc. (“Enercare”), a North American residential energy infrastructure business, for total consideration of $723 million (Enercare consortium total of $2.4 billion). As part of the transaction, certain Enercare shareholders were given the right to elect to receive, in lieu of cash consideration, 0.5509 exchangeable units (“Exchangeable Units”) to be issued by a subsidiary of the partnership (“Exchange LP”). The Exchangeable Units provide holders with economic terms that are substantially equivalent to those of limited partnership units (“BIP Units”) of the partnership and are exchangeable, on a one-for-one basis, for BIP Units. The total consideration consists of $427 million in cash (Enercare consortium total of $2.0 billion), $232 million of Exchangeable Units (5.7 million units issued by Exchange LP), and $64 million (Enercare consortium total of $216 million) of asset level debt raised on closing.

On closing, Brookfield Infrastructure entered into a voting agreement with an affiliate of Brookfield, providing Brookfield Infrastructure the right to direct the relevant activities of the entity, thereby providing Brookfield Infrastructure with control. Accordingly, Brookfield Infrastructure will consolidate the entity effective October 16, 2018. At the date of the acquisition, Brookfield Infrastructure recognized $3.5 billion of total assets, primarily related to property, plant and equipment and customer related intangible assets and goodwill, and $1.1 billion of total liabilities. Non-controlling interest, reflecting the fair value of the portion of the business not acquired by Brookfield Infrastructure, of $1.7 billion was also recognized.

The following Management’s Discussion and Analysis (“MD&A”) is the responsibility of management of Brookfield Infrastructure Partners L.P. (our “partnership” collectively with its subsidiary and operating entities “Brookfield Infrastructure”). This MD&A is dated November 14, 2018 and has been approved by the Board of Directors of the general partner of our partnership for issuance as of that date. The Board of Directors carries out its responsibility for review of this document principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication, approves this document, pursuant to the authority delegated to it by the Board of Directors. The terms “Brookfield Infrastructure,” “we,” “us” and “our” refer to Brookfield Infrastructure Partners L.P., and our partnership’s direct and indirect subsidiaries and operating entities as a group. This MD&A should be read in conjunction with Brookfield Infrastructure Partners L.P.’s most recently issued annual and interim financial statements. Additional information, including Brookfield Infrastructure’s Form 20-F, is available on its website at www.brookfieldinfrastructure.com, on SEDAR’s website at www.sedar.com and on EDGAR’s website at www.sec.gov/edgar.shtml.

Brookfield Infrastructure owns and operates high quality, long-life assets that generate stable cash flows, require relatively minimal maintenance capital expenditures and, by virtue of barriers to entry and other characteristics, tend to appreciate in value over time. Our current operations consist of utilities, transport, energy and data infrastructure businesses in North and South America, Asia Pacific and Europe. Our mission is to own and operate a globally diversified portfolio of high-quality infrastructure assets that will generate sustainable and growing distributions over the long term for our unitholders. To accomplish this objective, we will seek to leverage our operating segments to acquire infrastructure assets and actively manage them to extract additional value following our initial investment. An integral part of our strategy is to participate with institutional investors in Brookfield Asset Management Inc. (together with its affiliated entities other than us, “Brookfield”) sponsored partnerships that target acquisitions that suit our profile. We will focus on partnerships in which Brookfield has sufficient influence or control to deploy an operations-oriented approach.

Our unaudited interim condensed and consolidated financial statements are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”) and using the accounting policies Brookfield Infrastructure applied in its consolidated financial statements as of and for the year ended December 31, 2017, with the exception of newly adopted accounting standards described in Note 2, Summary of Accounting Policies. Our unaudited interim condensed and consolidated financial statements include the accounts of Brookfield Infrastructure and the entities over which it has control. Brookfield Infrastructure accounts for investments over which it exercises significant influence, but does not control, using the equity method.

Our partnership’s equity interests include units held by public unitholders and redeemable partnership units (“Redeemable Partnership Units”) held by Brookfield. Our units and the Redeemable Partnership Units have the same economic attributes in all respects, except that the Redeemable Partnership Units provide Brookfield the right to request that its units be redeemed for cash consideration. In the event that Brookfield exercises this right, our partnership has the right, at its sole discretion, to satisfy the redemption request with our units, rather than cash, on a one-for-one basis. As a result, Brookfield, as holder of Redeemable Partnership Units, participates in earnings and distributions on a per unit basis equivalent to the per unit participation of our partnership. However, given the redeemable feature referenced above, we present the Redeemable Partnership Units as a component of non-controlling interests.

When we discuss the results of our operating segments, we present Brookfield Infrastructure’s proportionate share of results for operations accounted for using consolidation and the equity method, in order to demonstrate the impact of key value drivers of each of these operating segments on our partnership’s overall performance. As a result, segment revenues, costs attributable to revenues, other income, interest expense, depreciation and amortization, deferred taxes, fair value adjustments and other items will differ from results presented in accordance with IFRS as they (1) include Brookfield Infrastructure’s proportionate share of earnings from investments in associates and joint ventures attributable to each of the above noted items, and (2) exclude the share of earnings (losses) of consolidated investments not held by Brookfield Infrastructure apportioned to each of the above noted items. However, net income for each segment is consistent with results presented in accordance with IFRS. See “Reconciliation of Operating Segment Measures” on page 72 for a reconciliation of segment results to our partnership’s statement of operating results in accordance with IFRS.




Operating Segment	Asset Type	Primary Location
Utilities
Regulated or contractual businesses which earn a return on their asset base	• Regulated Transmission	• North & South America
	• Regulated Distribution	• Europe & South America
	• Regulated Terminal	• Asia Pacific

Transport
Provide transportation for freight, bulk commodities and passengers	• Rail	• Asia Pacific & South America
	• Toll Roads	• South America & Asia Pacific
	• Ports	• Europe, North America & Asia Pacific

Energy
Systems that provide energy transmission and storage services	• Energy Transmission & Storage	• North America
	• District Energy	• North America & Asia Pacific

Data Infrastructure⁽¹⁾
Provide essential services and critical infrastructure to transmit and store data globally	• Towers and Fibre	• Europe



	For the three-month period ended September 30						For the nine-month period ended September 30
US$ MILLIONS, EXCEPT PER UNIT INFORMATION	2018			2017			2018			2017
Summary Statements of Operating Results
Revenues	$	1,167		$	961		$	3,224		$	2,551
Direct operating costs	(603		)	(394		)	(1,479		)	(1,110		)
General and administrative expenses	(57		)	(63		)	(169		)	(173		)
Depreciation and amortization expense	(188		)	(215		)	(569		)	(541		)
Interest expense	(140		)	(114		)	(379		)	(315		)
Share of (losses) earnings from investments in associates and joint ventures	(32		)	24			(36		)	83
Mark-to-market on hedging items	31			(18		)	58			(84		)
Gain on sale of associate	—			—			338			—
Income tax expense	(65		)	(30		)	(322		)	(98		)
Net income	87			151			633			332
Net income attributable to our partnership⁽¹⁾	5			19			339			54
Net (loss) income per limited partnership unit	$	(0.10	)	$	(0.04	)	$	0.53		$	(0.13	)

Revenues for the three-month period ended September 30, 2018 were $1,167 million, which represents an increase of $206 million compared to the same period in 2017. Our utilities segment contributed additional revenue of $275 million as a result of the recent acquisition of a Colombian natural gas distribution business, the benefit of inflation-indexation and various growth initiatives, primarily at our U.K. regulated distribution operation. Organic growth initiatives within our transport and energy businesses contributed additional revenue of $20 million and $18 million, respectively, compared to the prior year. These items were partially offset by $95 million of foreign exchange and a $12 million impact on our Australian rail operation caused by the curtailment of iron ore tasks by two customers.

Net income for the nine-month period ended September 30, 2018 was $633 million, of which $339 million was attributable to our partnership. This compares to net income of $332 million in the prior year, of which $54 million was attributable to our partnership. Net income increased primarily due to a $209 million gain (net of tax) on the sale of our investment in a Chilean electricity transmission business, organic growth across the majority of our operations, contributions from new investments made in the past 12 months and unrealized gains on our corporate hedging program. These increases were partially offset by the sale of our Chilean electricity transmission operation, a one-time charge recorded in our transportation segment, and foreign currency translation, primarily relating to the Brazilian real.

Revenues for the nine-month period ended September 30, 2018 were $3,224 million, which represents an increase of $673 million compared to the same period in 2017. Our utilities segment contributed additional revenue of $696 million as a result of the contribution from acquisitions completed in the past 12 months. Additionally, our other existing utilities businesses benefited from inflation-indexation and various organic growth initiatives, primarily at our U.K. regulated distribution operation. Organic growth initiatives within our energy and transport businesses contributed additional revenue of $53 million and $35 million, respectively. These items were partially offset by a $9 million decrease in revenues due to lower construction revenues from our Peruvian toll road business, a $15 million decrease at our North American gas storage operation due to a weaker spread environment, a $12 million reduction at our Australian rail operation caused by the curtailment of iron ore tasks by two customers, and the impact of foreign exchange of $75 million.



US$ MILLIONS, EXCEPT PER UNIT AMOUNTS	2018									2017												2016
Three-month period ended	Q3			Q2			Q1			Q4			Q3			Q2			Q1			Q4
Revenues	$	1,167		$	1,044		$	1,013		$	984		$	961		$	934		$	656		$	677
Direct operating costs	(603		)	(467		)	(409		)	(399		)	(394		)	(373		)	(343		)	(396		)
(Losses) earnings from investment in associates and joint ventures	(32		)	1			(5		)	35			24			36			23			106
Expenses
Interest	(140		)	(125		)	(114		)	(113		)	(114		)	(107		)	(94		)	(98		)
General and administrative expenses	(57		)	(54		)	(58		)	(66		)	(63		)	(59		)	(51		)	(44		)
Valuation items
Fair value changes and other	5			80			(60		)	6			(18		)	(34		)	(13		)	76
Depreciation and amortization	(188		)	(188		)	(193		)	(130		)	(215		)	(206		)	(120		)	(113		)
Gain on sale of associates	—			—			338			—			—			—			—			—
Income tax (expense) recovery	(65		)	(72		)	(185		)	(75		)	(30		)	(56		)	(12		)	(30		)
Net income	87			219			327			242			151			135			46			178
Net income attributable to others	107			155			205			212			156			145			50			75
Net (loss) income attributable to limited partners	(20		)	64			122			30			(5		)	(10		)	(4		)	103
Net (loss) income per limited partnership unit	$	(0.10	)	$	0.21		$	0.42		$	0.09		$	(0.04	)	$	(0.06	)	$	(0.03	)	$	0.41

To measure performance, we focus on net income, an IFRS measure, as well as certain non-IFRS measures, including but not limited to FFO, AFFO, Adjusted EBITDA, Adjusted Earnings and Invested Capital. We define FFO as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses. We define AFFO as FFO less capital expenditures required to maintain the current performance of our operations (maintenance capital expenditures). We define Adjusted EBITDA as net income excluding the impact of depreciation and amortization, interest expense, current and deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses. We define Adjusted Earnings as net income attributable to our partnership, excluding the impact of depreciation and amortization expense from revaluing property, plant and equipment and the effects of purchase price accounting, mark-to-market on hedging items and disposition gains or losses. We define Invested Capital as partnership capital removing the following items: non-controlling interest - in operating subsidiaries, retained earnings or deficit, accumulated other comprehensive income and ownership changes.

Along with net income and other IFRS measures, FFO, Adjusted EBITDA, Adjusted Earnings and Invested Capital are key measures of our financial performance that we use to assess the results and performance of our operations on a segmented basis. AFFO is also a measure of operating performance and represents the ability of our businesses to generate sustainable earnings. Adjusted Earnings is a measure of operating performance used to assess the ability of our businesses to generate recurring earnings which allows users to better understand and evaluate the underlying financial performance of our partnership. Invested Capital, which tracks the amount of capital that has been contributed to our partnership, is a measure we utilize to assess returns on capital deployed, relative to targeted returns.



US$ MILLIONS, EXCEPT PER UNIT INFORMATION	For the three-month period ended September 30								For the nine-month period ended September 30
Key Metrics	2018				2017				2018			2017
Net income (loss)⁽¹⁾	$	5			$	19			$	339		$	54
Net (loss) income per limited partnership unit⁽²⁾	(0.10		)		(0.04		)		0.53			(0.13		)
Funds from Operations (FFO)⁽³⁾	278				301				905			857
Per unit FFO⁽⁴⁾	0.71				0.81				2.31			2.32
Adjusted Funds from Operations (AFFO)⁽⁵⁾	209				236				729			692
Return on invested capital⁽⁶⁾	10			%	13			%	11		%	13			%
Adjusted EBITDA⁽⁷⁾	369				401				1,182			1,154
Adjusted earnings⁽⁸⁾	101				138				395			427
Adjusted earnings per unit⁽⁴⁾	0.26				0.37				1.01			1.16
Distributions per unit	0.470				0.435				1.408			1.305
Payout ratio⁽⁹⁾	82			%	65			%	76		%	68			%

For the three months ended September 30, 2018, FFO totaled $278 million ($0.71 per unit) compared to FFO of $301 million ($0.81 per unit) for the same quarter in 2017. FFO decreased by 12% on a per unit basis compared to 2017, as 8% organic growth and incremental earnings on capital deployed over the past 12 months were more than offset by the impacts of foreign exchange, the timing of capital deployment following the September 2017 unit issuance and the sale of our electricity transmission business in Chile. The partnership paid distributions of $0.47 per unit, an increase of 8% compared to the prior year, which represents a payout ratio of 82%. Holding foreign currencies constant over the period would lower our partnership’s payout ratio to 72%, slightly above the target range.



US$ MILLIONS	For the three-month period ended September 30						For the nine-month period ended September 30
Statements of Operating Results	2018			2017			2018			2017
Net income (loss) by segment
Utilities	$	67		$	92		$	190		$	225
Transport	(46		)	29			(10		)	103
Energy	5			4			13			22
Data Infrastructure	3			2			7			7
Corporate	(24		)	(108		)	139			(303		)
Net income	$	5		$	19		$	339		$	54
Adjusted EBITDA by segment
Utilities	$	172		$	200		$	552		$	533
Transport	158			179			509			515
Energy	73			62			221			211
Data Infrastructure	23			23			69			68
Corporate	(57		)	(63		)	(169		)	(173		)
Adjusted EBITDA	$	369		$	401		$	1,182		$	1,154
FFO by segment
Utilities	$	130		$	170		$	438		$	438
Transport	119			136			389			393
Energy	59			48			179			153
Data Infrastructure	19			19			57			57
Corporate	(49		)	(72		)	(158		)	(184		)
FFO	$	278		$	301		$	905		$	857

Our utilities segment is comprised of regulated utilities businesses, including transmission (natural gas and electricity), distribution (electricity and natural gas connections), and a regulated terminal (coal export terminal). These businesses earn a return on a regulated or notionally stipulated asset base, which we refer to as rate base, or from revenues in accordance with long-term concession agreements or price control frameworks. Our rate base increases with capital that we invest to upgrade and expand our systems. Depending on the jurisdiction, our rate base may also increase by inflation and maintenance capital expenditures and decrease by regulatory depreciation. The return that we earn is typically determined by a regulator for prescribed periods of time. Thereafter, it may be subject to customary reviews based upon established criteria. Our diversified portfolio of assets allows us to mitigate exposure to any single regulatory regime. In addition, due to the franchise frameworks and economies of scale of our businesses, we often have significant competitive advantages in competing for projects to expand our rate base and earn incremental revenues. Accordingly, we expect this segment to produce stable revenue and margins overtime that should increase with investment of additional capital and inflation. Nearly all of our utilities segment’s Adjusted EBITDA is supported by regulated or contractual revenues.

Our transport segment is comprised of open access systems that provide transportation, storage and handling services for freight, bulk commodities and passengers, for which we are paid an access fee or for services provided. Profitability is based on the volume and price achieved for the provision of these services. This operating segment is comprised of businesses with price ceilings as a result of regulation, such as our rail and toll road operations, as well as unregulated businesses, such as our ports. Transport businesses typically have high barriers to entry and, in many instances, have very few substitutes in their local markets. While these businesses have greater sensitivity to market prices and volume than our utilities segment, revenues are generally stable and, in many cases, are supported by contracts or customer relationships. The diversification within our transport segment mitigates the impact of fluctuations in demand from any particular sector, commodity or customer. Approximately 85% of our transport segment’s Adjusted EBITDA is supported by contractual or regulated revenues.

As of September 30, 2018, capital backlog was $554 million compared to $637 million as of December 31, 2017. Capital to be commissioned includes projects such as upgrading and expanding our rail networks, increasing and widening lanes on certain routes to support traffic growth, and deepening berths and enhancing and modernizing existing infrastructure at our ports. Capital backlog decreased as capital project mandates awarded during 2018 were more than offset by capital expenditures made during the period and the impact of foreign exchange. Our South American toll road businesses and Brazilian rail operation are the largest contributors to capital to be commissioned at approximately $600 million and $75 million, respectively.

Our energy segment is comprised of systems that provide transportation, storage and distribution services. Profitability is based on the volume and price achieved for the provision of these services. This operating segment is comprised of businesses that are subject to regulation, such as our natural gas transmission business whose services are subject to price ceilings, and businesses that are essentially unregulated like our district energy business. Energy businesses typically have high barriers to entry as a result of significant fixed costs combined with economies of scale or unique positions in their local markets. Our energy segment is expected to benefit from forecasted increases in demand for energy. Although these businesses have greater sensitivity to market prices and volume than our utilities segment, revenues are typically contracted with varying durations and are relatively stable.

The nature of our asset base and the quality of our associated cash flows enable us to maintain a stable and low-cost capital structure. We attempt to maintain sufficient financial liquidity at all times so that we are able to participate in attractive opportunities as they arise, better withstand sudden adverse changes in economic circumstances and maintain our distribution to unitholders. Our principal sources of liquidity are cash flows from our operations, undrawn credit facilities and access to public and private capital markets. We also structure the ownership of our assets to enhance our ability to monetize them to provide additional liquidity, if necessary. In certain instances, subsidiaries may be subject to limitations on their ability to declare and pay dividends to our partnership. However, no significant limits existed at September 30, 2018 and December 31, 2017.



US$ MILLIONS	Average Term (years)	2018			2019			2020			2021			2022			Beyond			Total
Recourse borrowings
Corporate borrowings	5	$	97		$	—		$	290		$	—		$	348		$	929		$	1,664
Total recourse borrowings	5	97			—			290			—			348			929			1,664
Non-recourse borrowings⁽¹⁾
Utilities
Regulated Transmission	7	2			23			15			2			3			486			531
Regulated Distribution	11	3			20			8			22			35			1,514			1,602
Regulated Terminal	4	—			—			153			297			168			376			994
	8	5			43			176			321			206			2,376			3,127
Transport
Rail	5	3			35			104			115			165			645			1,067
Toll Roads	8	31			148			124			174			187			759			1,423
Ports	3	4			100			235			104			11			57			511
	7	38			283			463			393			363			1,461			3,001
Energy
Energy Transmission & Storage	9	4			—			6			—			350			737			1,097
District Energy	12	1			2			38			3			3			212			259
	9	5			2			44			3			353			949			1,356
Data Infrastructure
Telecommunications Infrastructure	5	—			—			109			—			147			197			453
	5	—			—			109			—			147			197			453
Total non-recourse borrowings⁽¹⁾	8	48			328			792			717			1,069			4,983			7,937
Total borrowings⁽²⁾	7	$	145		$	328		$	1,082		$	717		$	1,417		$	5,912		$	9,601
Cash retained in businesses
Utilities																				$	101
Transport																				248
Energy																				39
Data Infrastructure																				40
Corporate																				734
Total cash retained																				$	1,162
Net debt
Utilities																				$	3,026
Transport																				2,753
Energy																				1,317
Data Infrastructure																				413
Corporate																				930
																				$	8,439
Total net debt		2		%	3		%	11		%	7		%	15		%	62		%	100		%



	For the three-month period ended September 30						For the nine-month period ended September 30
US$ MILLIONS	2018			2017			2018			2017
Funds from Operations (FFO)	$	278		$	301		$	905		$	857
Maintenance capital	(69		)	(65		)	(176		)	(165		)
Funds available for distribution (AFFO)	209			236			729			692
Distributions paid	(229		)	(196		)	(686		)	(586		)
Funds available for reinvestment	(20		)	40			43			106
Growth capital expenditures	(206		)	(262		)	(562		)	(694		)
Debt funding of growth capex	95			152			305			371
Non-recourse debt draws (repayments)	(68		)	(33		)	305			(110		)
New investments, net of disposals	(60		)	(25		)	836			(1,675		)
Draws (repayments) on corporate credit facility	—			(703		)	(789		)	71
Partnership unit issuances	4			977			12			988
Proceeds from debt issuance	377			—			377			537
Proceeds from preferred unit issuances	185			—			342			220
Impact of foreign currency movements	(44		)	—			(180		)	(40		)
Changes in working capital and other	(37		)	(2		)	(124		)	(55		)
Change in proportionate cash	226			144			565			(281		)
Opening, proportionate cash	936			407			597			832
Closing, proportionate cash	$	1,162		$	551		$	1,162		$	551

We present cash flows generated by our businesses on a proportionate basis as over 40% of our FFO is generated by investments that are not consolidated in our financial statements. The partnership participates in arrangements such as joint ventures or consortiums which provide it with access to partners with local strategic expertise and substantial amounts of capital. When investing in such arrangements, which are not consolidated for financial statement purposes, the partnership nevertheless maintains joint control or significant influence over the business, and is therefore, not a passive investor. We structure governance arrangements to require each of our businesses to distribute all available cash (which is generally defined as cash on hand less any amounts reserved for committed growth projects as approved by the investment’s Board of Directors), ensuring that any decision to not distribute all available cash flow requires our express consent. Consequently, the partnership has access to operating cash flows generated by all of our businesses, including joint ventures and any non-consolidated investments.



	For the three-month period ended September 30						For the nine-month period ended September 30
US$ MILLIONS	2018			2017			2018			2017
Cash from operating activities	$	337		$	375		$	986		$	972
Add: FFO from associates and joint ventures	125			150			409			427
Remove:
Distributions received from associates and joint ventures	(8		)	(4		)	(28		)	(42		)
Cash from operating activities attributable to non-controlling interests⁽¹⁾	(249		)	(244		)	(828		)	(601		)
	205			277			539			756
Less: Maintenance capital expenditures	(69		)	(65		)	(176		)	(165		)
Taxes paid on disposition of Chilean electricity transmission operation	—			—			256			—
Change in working capital and other items	73			24			110			101
AFFO⁽²⁾	$	209		$	236		$	729		$	692

Maintenance capital expenditures follow a different, though equally robust process, as failure to make necessary investment to maintain our operations could impair the ability of our businesses to serve our customer base or continue existing operations. Firstly, the operations teams involved with a particular business performs a detailed review of all planned and proposed maintenance capital expenditures during the annual budgeting process. These plans are reviewed in the context of the business’s maintenance capital approach that is agreed upon with the partnership at the time of acquisition and take into account drivers of performance that include public and worker health and safety, environmental and regulatory compliance, system reliability and integrity. Maintenance capital projects that receive approval at the asset level are then presented to the partnership’s corporate asset management teams that are responsible for overseeing the partnership’s operations, and have ample experience in managing utilities, transport, energy and data infrastructure assets. Through an iterative process with the companies’ senior operating executives, the plan is refined through a comprehensive review including prioritization of non-discretionary projects and comparisons to industry benchmarks. Once agreed, maintenance capital expenditure plans are approved and form part of the annual and five-year business plans that are presented to the partnership’s senior executive team. Once approved, these maintenance plans are executed on in the following year and performance relative to these plans is closely monitored by both the operations and asset management teams.

In addition to the various levels of internal reviews, our partnership engages a reputable, globally recognized engineering services firm annually to perform an independent review of its overall approach to maintenance capital expenditures and detailed capital program. Each year the engineering services firm will review a portion of the portfolio, covering all assets on a three-year rotating basis. For each asset under review in a given year, the engineering services firm will review the historical and forecasted spend against industry standards, regulatory requirements or other benchmarking data, and determine the reasonableness of the maintenance capex program based on the nature of the business and the age and condition of the assets. We have also engaged a Big 4 accounting firm to review the findings of the report provided by the engineering services firm and to assess the control activities around our process for compiling the annual sustaining maintenance capital expenditure ranges by segment.

Maintenance capital expenditures for the three-month period ended September 30, 2018 were $69 million, an increase of $4 million relative to the same period in 2017. The increase in maintenance capital expenditures occurred primarily within our transport segment as a result of higher spending required with completed projects at our South American rail and toll road businesses. We estimate annual maintenance capital expenditures to be $15-20 million, $125-135 million, $60-70 million, and $10-15 million for our utilities, transport, energy, and data infrastructure segments, respectively, for a total range between $210-240 million. For the three and nine-month periods ended September 30, 2018, our maintenance capital expenditures were within our total quarterly estimated range. Our partnership leverages industry data and benchmarks provided by a global engineering services firm to determine the appropriate maintenance capital ranges as disclosed above.

In the normal course of operations, we execute agreements that provide for indemnification and guarantees to third parties in transactions such as business dispositions and acquisitions, construction projects, capital projects, and sales and purchases of assets and services. We have also agreed to indemnify our directors and certain of our officers and employees. The nature of substantially all of the indemnification undertakings prevents us from making a reasonable estimate of the maximum potential amount that we could be required to pay third parties, as many of the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, we have made no significant payments under such indemnification agreements.

Adjusted EBITDA, FFO, AFFO, Adjusted Earnings and Invested Capital are presented based on our proportionate share of results in operations accounted for using the consolidation and the equity method whereby we either control or exercise significant influence or joint control over the investment, respectively. Proportionate financial information is not, and is not intended to be, presented in accordance with IFRS. Under IFRS, we are not considered to control those entities that have not been consolidated and as such, have been presented as investments in associates or joint ventures in Note 9 of the partnership’s financial statements. The presentation of the assets and liabilities and revenues and expenses do not represent our legal claim to such items, and the removal of financial statement amounts that are attributable to non-controlling interests does not extinguish the partnership’s legal claims or exposures to such items.

Adjusted Earnings is a measure that can be used to evaluate the performance of our operations, defined as net income attributable to our partnership, excluding any incremental depreciation and amortization expense associated with the revaluation of our property, plant and equipment and the impact of purchase price accounting, mark-to-market on hedging items and disposition gains or losses. While we believe that maintenance capital expenditures are the best measure of the cost to preserve our revenue generating capability, we acknowledge that investors may view historical depreciation as a more relevant proxy. Adjusted Earnings also excludes mark-to-market on hedging items recorded in net income or disposition gains or losses as we believe these items are not reflective of the ongoing performance of our underlying operations.

Invested Capital, which tracks the amount of capital that has been contributed to our partnership, is a measure we utilize to assess returns on capital deployed, relative to targeted returns. Investment decisions are based on, amongst other measures and factors, targeted returns on Invested Capital of 12% to 15% annually over the long-term. We define Invested Capital as partnership capital removing the following items: non-controlling interest - in operating subsidiaries, retained earnings or deficit, accumulated other comprehensive income and ownership changes. We measure return on Invested Capital as AFFO, less estimated returns of capital on operations that are not perpetual in life, divided by the weighted average Invested Capital for the period.



	For the three-month period ended September 30						For the nine-month period ended September 30
US$ MILLIONS⁽¹⁾	2018			2017			2018			2017
Net income	$	87		$	151		$	633		$	332
Add back or deduct the following:
Depreciation and amortization	188			215			569			541
Share of losses (earnings) from investments in associates and joint ventures⁽²⁾	32			(24		)	36			(83		)
FFO contribution from investments in associates and joint ventures⁽²⁾	125			150			409			427
Income tax expense	65			30			322			98
Mark-to-market on hedging items and other	(5		)	18			(25		)	65
Gain on sale of associate	—			—			(338		)	—
Other (expense) income	(9		)	(1		)	(26		)	13
Consolidated Funds from Operations	483			539			1,580			1,393
FFO attributable to non-controlling interests⁽³⁾	(205		)	(238		)	(675		)	(536		)
FFO	278			301			905			857
Maintenance capital expenditures	(69		)	(65		)	(176		)	(165		)
AFFO	209			236			729			692
Return of capital	(21		)	(23		)	(68		)	(56		)
AFFO less return of capital	$	188		$	213		$	661		$	636

All reconciling amounts from net income to FFO presented above are taken directly from the partnership’s consolidated financial statements, and in the case of “Contribution from investments in associates and joint ventures” and “Attributable to non-controlling interests”, the partnership’s proportionate share of FFO relating thereto are derived using the accounting policies consistent with those applied in the partnership’s consolidated financial statements. FFO for these items is calculated on the same basis as consolidated entities, as disclosed above, and is calculated by applying the same ownership percentages used in calculating the partnership’s share of equity accounted income and the corresponding elimination of non-controlling interests in accordance with IAS 28, Investments in Associates and Joint Ventures and IFRS 10, Consolidated Financial Statements, respectively.



	For the three-month period ended September 30						For the nine-month period ended September 30
US$ MILLIONS⁽¹⁾	2018			2017			2018			2017
Net income	$	87		$	151		$	633		$	332
Add back or deduct the following:
Depreciation and amortization	188			215			569			541
Interest expense	140			114			379			315
Share of losses (earnings) from investments in associates and joint ventures⁽²⁾	32			(24		)	36			(83		)
Adjusted EBITDA contributions from investments in associates and joint ventures⁽²⁾	159			190			519			567
Income tax expense	65			30			322			98
Mark-to-market on hedging items and other	(5		)	18			(25		)	65
Gain on sale of associates	—			—			(338		)	—
Consolidated Adjusted EBITDA	666			694			2,095			1,835
Adjusted EBITDA attributable to non-controlling interests⁽³⁾	(297		)	(293		)	(913		)	(681		)
Adjusted EBITDA	$	369		$	401		$	1,182		$	1,154

All reconciling amounts presented above are taken directly from the partnership’s consolidated financial statements, and in the case of “Contribution from investments in associates and joint ventures” and “Attributable to non-controlling interests”, the partnership’s proportionate share of Adjusted EBITDA relating thereto are derived using the accounting policies consistent with those applied in the partnership’s consolidated financial statements. Adjusted EBITDA for these items is calculated on the same basis as consolidated entities, as disclosed above, and is calculated by applying the same ownership percentages used in calculating the partnership’s share of equity accounted income and the corresponding elimination of non-controlling interests in accordance with IAS 28, Investments in Associates and Joint Ventures and IFRS 10, Consolidated Financial Statements, respectively.

For the nine-month period ended September 30, 2018, the difference between net income attributable to partnership and Adjusted Earnings is due to depreciation and amortization expense attributable to the application of the revaluation model and acquisition accounting of $256 million (2017: $262 million) and mark-to-market losses on hedging items and other of $138 million (2017: $111 million). The gain on sale of subsidiaries or ownership changes represents a one-time gain relating to the sale of our Chilean electricity transmission business. Adjusted earnings for the period benefited from organic growth across the majority of our operations and acquisitions completed in the past 12 months. These increases were more than offset by the impact of the sale of our Chilean electricity transmission operation and foreign exchange.

Adjusted EBITDA, FFO and AFFO are presented based on our proportionate share of results in operations accounted for using consolidation and the equity method whereby we either control or exercise significant influence over the investment respectively, in order to demonstrate the impact of key value drivers of each of these operating segments on our overall performance. As a result, segment depreciation and amortization, deferred income taxes, breakage and transaction costs, and non-cash valuation gains or losses are reconciling items that will differ from results presented in accordance with IFRS as these reconciling items (1) include our proportionate share of earnings from investments in associates attributable to each of the above-noted items, and (2) exclude the proportionate share of earnings (loss) of consolidated investments not held by us apportioned to each of the above-noted items.

The following tables present each segment’s results in the format that management organizes its segments to make operating decisions and assess performance. Each segment is presented on a proportionate basis, taking into account our ownership in operations accounted for using the consolidation and equity method whereby we either control or exercise significant influence over the investment, respectively. These tables reconcile our proportionate results to our partnership’s consolidated statements of operating results on a line by line basis by aggregating the components comprising the earnings from our investments in associates and reflecting the portion of each line item attributable to non-controlling interests. See “Discussion of Segment Reconciling Items” on page 74 for a reconciliation of segment results to our statement of operating results in accordance with IFRS.



	Total attributable to Brookfield Infrastructure
FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non- controlling interest			As per IFRS financials⁽²⁾
	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non- controlling interest			As per IFRS financials⁽²⁾
Revenues	$	270		$	385		$	144		$	40		$	—		$	839		$	(359	)	$	687		$	1,167
Costs attributed to revenues	(98		)	(227		)	(71		)	(17		)	—			(413		)	200			(390		)	(603		)
General and administrative costs	—			—			—			—			(57		)	(57		)	—			—			(57		)
Adjusted EBITDA	172			158			73			23			(57		)	369			(159		)	297
Other (expense) income	(9		)	1			5			(1		)	20			16			5			(30		)	(9		)
Interest expense	(33		)	(40		)	(19		)	(3		)	(12		)	(107		)	29			(62		)	(140		)
FFO	130			119			59			19			(49		)	278			(125		)	205
Depreciation and amortization	(42		)	(81		)	(39		)	(18		)	—			(180		)	87			(95		)	(188		)
Deferred taxes	(11		)	28			(2		)	1			1			17			(23		)	(6		)	(12		)
Mark-to-market on hedging items and other	(10		)	(112		)	(13		)	1			24			(110		)	93			(22		)	(39		)
Share of losses from associates	—			—			—			—			—			—			(32		)	—			(32		)
Net income attributable to non-controlling interest and preferred unitholders	—			—			—			—			—			—			—			(82		)	(82		)
Net income (loss) attributable to partnership⁽³⁾	$	67		$	(46	)	$	5		$	3		$	(24	)	$	5		$	—		$	—		$	5

	Total attributable to Brookfield Infrastructure
FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
Revenues	$	261		$	411		$	133		$	42		$	—		$	847		$	(403	)	$	517		$	961
Costs attributed to revenues	(61		)	(232		)	(71		)	(19		)	—			(383		)	213			(224		)	(394		)
General and administrative costs	—			—			—			—			(63		)	(63		)	—			—			(63		)
Adjusted EBITDA	200			179			62			23			(63		)	401			(190		)	293
Other (expense) income	(2		)	(2		)	5			(1		)	8			8			1			(10		)	(1		)
Interest expense	(28		)	(41		)	(19		)	(3		)	(17		)	(108		)	39			(45		)	(114		)
FFO	170			136			48			19			(72		)	301			(150		)	238
Depreciation and amortization	(58		)	(82		)	(36		)	(19		)	—			(195		)	94			(114		)	(215		)
Deferred taxes	(15		)	3			(1		)	3			4			(6		)	—			(7		)	(13		)
Mark-to-market on hedging items and other	(5		)	(28		)	(7		)	(1		)	(40		)	(81		)	32			15			(34		)
Share of earnings from associates	—			—			—			—			—			—			24			—			24
Net income attributable to non-controlling interest and preferred unitholders	—			—			—			—			—			—			—			(132		)	(132		)
Net income (loss) attributable to partnership⁽³⁾	$	92		$	29		$	4		$	2		$	(108	)	$	19		$	—		$	—		$	19



	Total attributable to Brookfield Infrastructure
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non- controlling interest			As per IFRS financials⁽²⁾
	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non- controlling interest			As per IFRS financials⁽²⁾
Revenues	$	787		$	1,219		$	434		$	128		$	—		$	2,568		$	(1,150	)	$	1,806		$	3,224
Costs attributed to revenues	(235		)	(710		)	(213		)	(59		)	—			(1,217		)	631			(893		)	(1,479		)
General and administrative costs	—			—			—			—			(169		)	(169		)	—			—			(169		)
Adjusted EBITDA	552			509			221			69			(169		)	1,182			(519		)	913
Other (expense) income	(20		)	3			13			(3		)	53			46			9			(81		)	(26		)
Interest expense	(94		)	(123		)	(55		)	(9		)	(42		)	(323		)	101			(157		)	(379		)
FFO	438			389			179			57			(158		)	905			(409		)	675
Depreciation and amortization	(143		)	(265		)	(110		)	(55		)	—			(573		)	289			(285		)	(569		)
Deferred taxes	(38		)	40			(5		)	3			2			2			(35		)	(20		)	(53		)
Mark-to-market on hedging items and other	(67		)	(174		)	(51		)	2			(43		)	(333		)	191			(76		)	(218		)
Gain on sale of associate	—			—			—			—			338			338			—			—			338
Share of losses from associates	—			—			—			—			—			—			(36		)	—			(36		)
Net income attributable to non-controlling interest and preferred unitholders	—			—			—			—			—			—			—			(294		)	(294		)
Net income (loss) attributable to partnership⁽³⁾	$	190		$	(10	)	$	13		$	7		$	139		$	339		$	—		$	—		$	339

	Total attributable to Brookfield Infrastructure
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
	Utilities			Transport			Energy			Data Infrastructure⁽¹⁾			Corporate			Total			Contribution from investments in associates			Attributable to non-controlling interest			As per IFRS financials⁽²⁾
Revenues	$	715		$	1,181		$	398		$	122		$	—		$	2,416		$	(1,191	)	$	1,326		$	2,551
Costs attributed to revenues	(182		)	(666		)	(187		)	(54		)	—			(1,089		)	624			(645		)	(1,110		)
General and administrative costs	—			—			—			—			(173		)	(173		)	—			—			(173		)
Adjusted EBITDA	533			515			211			68			(173		)	1,154			(567		)	681
Other income (expense)	(9		)	(4		)	11			(2		)	35			31			8			(26		)	13
Interest expense	(86		)	(118		)	(69		)	(9		)	(46		)	(328		)	132			(119		)	(315		)
FFO	438			393			153			57			(184		)	857			(427		)	536
Depreciation and amortization	(147		)	(233		)	(104		)	(55		)	—			(539		)	273			(275		)	(541		)
Deferred taxes	(33		)	10			(1		)	8			2			(14		)	(1		)	(16		)	(31		)
Mark-to-market on hedging items and other	(33		)	(67		)	(26		)	(3		)	(121		)	(250		)	72			33			(145		)
Share of earnings from associates	—			—			—			—			—			—			83			—			83
Net income attributable to non-controlling interest and preferred unitholders	—			—			—			—			—			—			—			(278		)	(278		)
Net income (loss) attributable to partnership⁽³⁾	$	225		$	103		$	22		$	7		$	(303	)	$	54		$	—		$	—		$	54

The following tables provide each segment’s assets in the format that management organizes its segments to make operating decisions and assess performance. Each segment is presented on a proportionate basis, taking into account our ownership in operations using consolidation and the equity method whereby we either control or exercise significant influence over the investment respectively. These tables reconcile our proportionate assets to total assets presented on our Consolidated Statements of Financial Position by removing net liabilities contained within investments in associates, reflecting the assets attributable to non-controlling interests, and adjusting for working capital assets which are netted against working capital liabilities.



FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure			Corporate		Total
Adjustments to items comprising Adjusted EBITDA⁽¹⁾
Contributions from investments in associates	$	(5	)	$	(82	)	$	(52	)	$	(20	)	$	—	$	(159	)
Attribution to non-controlling interest	245			28			24			—			—		297
Adjusted EBITDA	240			(54		)	(28		)	(20		)	—		138
Adjustments to items comprising FFO⁽²⁾
Contributions from investments in associates	2			19			12			1			—		34
Attribution to non-controlling interest	(69		)	(17		)	(6		)	—			—		(92		)
FFO	173			(52		)	(22		)	(19		)	—		80
Adjustments to items comprising net income attributable to partnership⁽³⁾
Contributions from investment in associates	3			63			40			19			—		125
Attribution to non-controlling interest	(176		)	(11		)	(18		)	—			—		(205		)
Net income attributable to partnership	$	—		$	—		$	—		$	—		$	—	$	—



FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure			Corporate			Total
Adjustments to items comprising Adjusted EBITDA⁽¹⁾
Contributions from investment in associates	$	(28	)	$	(94	)	$	(45	)	$	(23	)	$	—		$	(190	)
Attribution to non-controlling interest	232			39			23			—			(1		)	293
Adjusted EBITDA	204			(55		)	(22		)	(23		)	(1		)	103
Adjustments to items comprising FFO⁽²⁾
Contributions from investments in associates	8			16			13			2			1			40
Attribution to non-controlling interest	(27		)	(9		)	(13		)	—			(6		)	(55		)
FFO	185			(48		)	(22		)	(21		)	(6		)	88
Adjustments to items comprising net income attributable to partnership⁽³⁾
Contributions from investment in associates	20			78			32			21			(1		)	150
Attribution to non-controlling interest	(205		)	(30		)	(10		)	—			7			(238		)
Net income attributable to partnership	$	—		$	—		$	—		$	—		$	—		$	—



FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure			Corporate		Total
Adjustments to items comprising Adjusted EBITDA⁽¹⁾
Contributions from investment in associates	$	(43	)	$	(255	)	$	(156	)	$	(65	)	$	—	$	(519	)
Attribution to non-controlling interest	721			108			84			—			—		913
Adjusted EBITDA	678			(147		)	(72		)	(65		)	—		394
Adjustments to items comprising FFO⁽²⁾
Contributions from investments in associates	10			58			35			7			—		110
Attribution to non-controlling interest	(157		)	(54		)	(28		)	1			—		(238		)
FFO	531			(143		)	(65		)	(57		)	—		266
Adjustments to items comprising net income attributable to partnership⁽³⁾
Contributions from investment in associates	33			197			121			58			—		409
Attribution to non-controlling interest	(564		)	(54		)	(56		)	(1		)	—		(675		)
Net income attributable to partnership	$	—		$	—		$	—		$	—		$	—	$	—



FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 US$ MILLIONS	Utilities			Transport			Energy			Data Infrastructure			Corporate			Total
Adjustments to items comprising Adjusted EBITDA⁽¹⁾
Contributions from investment in associates	$	(91	)	$	(260	)	$	(146	)	$	(69	)	$	(1	)	$	(567	)
Attribution to non-controlling interest	498			115			87			—			(19		)	681
Adjusted EBITDA	407			(145		)	(59		)	(69		)	(20		)	114
Adjustments to items comprising FFO⁽²⁾
Contributions from investments in associates	27			50			54			9			—			140
Attribution to non-controlling interest	(71		)	(30		)	(30		)	—			(14		)	(145		)
FFO	363			(125		)	(35		)	(60		)	(34		)	109
Adjustments to items comprising net income attributable to partnership⁽³⁾
Contributions from investment in associates	64			210			92			60			1			427
Attribution to non-controlling interest	(427		)	(85		)	(57		)	—			33			(536		)
Net income attributable to partnership	$	—		$	—		$	—		$	—		$	—		$	—

Critical judgments associated with our partnership’s financial instruments pertain to the assessment of the effectiveness of hedging relationships. Brookfield Infrastructure performs hedge effectiveness testing on an ongoing basis with a forward-looking evaluation of whether or not the hedging relationships are expected to meet all of the hedge effectiveness requirements. Conversely, our partnership performs a retrospective hedge effectiveness test evaluating whether the hedging relationship has met all of the hedge effectiveness requirements since the date of designation. Estimates and assumptions used in determining the fair value of financial instruments are equity and commodity prices; future interest rates; the credit worthiness of the company relative to its counterparties; the credit risk of the company’s counterparties relative to the company; estimated future cash flows; and discount rates.

This Management’s Discussion and Analysis contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. We may make such statements in this report, in other filings with Canadian regulators or the SEC and in other public communications. The words “tend”, “seek”, “target”, “foresee”, “believe,” “expect,” “could”, “aim to,” “intend,” “objective”, “outlook”, “endeavour”, “estimate”, “likely”, “continue”, “plan”, derivatives thereof and other expressions of similar import, or the negative variations thereof, and similar expressions of future or conditional verbs such as “will”, “may”, “should,” which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters, identify forward-looking statements. Forward-looking statements in this Management’s Discussion and Analysis include among others, statements with respect to our assets tending to appreciate in value over time, growth in our assets and operations, increases in FFO per unit and resulting capital appreciation, returns on capital and on equity, increasing demand for commodities and global movement of goods, expected capital expenditures, the impact of planned capital projects by customers of our businesses as on the performance and growth of those businesses, the extent of our corporate, general and administrative expenses, our ability to close acquisitions (including acquisitions referred to in this Management’s Discussion and Analysis and other planned transactions), our capacity to take advantage of opportunities in the marketplace, the future prospects of the assets that we operate or will operate, partnering with institutional investors, ability to identify, acquire and integrate new acquisition opportunities, long-term target return on our assets, sustainability of distribution levels, distribution growth and payout ratios, operating results and margins for our business and each operation, future prospects for the markets for our products, our plans for growth through internal growth and capital investments, ability to achieve stated objectives, ability to drive operating efficiencies, return on capital expectations for the business, contract prices and regulated rates for our operations, our expected future maintenance and capital expenditures, ability to deploy capital in accretive investments, impact on the business resulting from our view of future economic conditions, our ability to maintain sufficient financial liquidity, our ability to draw down funds under our bank credit facilities, our ability to secure financing through the issuance of equity or debt, expansions of existing operations, likely sources of future opportunities in the markets in which we operate, financing plans for our operating companies, foreign currency management activities and other statements with respect to our beliefs, outlooks, plans, expectations and intentions. Although we believe that the partnership’s anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the partnership to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by the forward-looking statements contained herein include general economic conditions in the jurisdictions in which we operate and elsewhere which may impact the markets for our products or services, the ability to achieve growth within Brookfield Infrastructure’s businesses, our ability to achieve the milestones necessary to deliver the targeted returns to our unitholders, which is uncertain, some of which depends on access to capital and continuing favourable commodity prices, the impact of market conditions on our businesses, the fact that success of Brookfield Infrastructure is dependent on market demand for an infrastructure company, which is unknown, the availability of equity and debt financing for Brookfield Infrastructure, the ability to effectively complete new acquisitions in the competitive infrastructure space (including the potential acquisitions referred to in this letter to unitholders, some of which remain subject to the satisfaction of conditions precedent, and the inability to reach final agreement with counterparties to transactions referred to herein as being currently pursued, given that there can be no assurance that any such transaction will be agreed to or completed) and to integrate acquisitions into existing operations, changes in technology which have the potential to disrupt the businesses and industries in which we invest, the market conditions of key commodities, the price, supply or demand for which can have a significant impact upon the financial and operating performance of our business, regulatory decisions affecting our regulated businesses, our ability to secure favourable contracts, weather events affecting our business, traffic volumes on our toll road businesses and other risks and factors described in the documents filed by us with the securities regulators in Canada and the United States, including under “Risk Factors” in our most recent Annual Report on Form 20-F and other risks and factors that are described therein.



		BROOKFIELD INFRASTRUCTURE PARTNERS L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
Date:	November 14, 2018	By:	/s/ WILLIAM COX
			Name: William Cox
			Title: Director



INDEX
	Page
Unaudited Interim Condensed and Consolidated Statements of Financial Position of Brookfield Infrastructure Partners L.P.	2
Unaudited Interim Condensed and Consolidated Statements of Operating Results of Brookfield Infrastructure Partners L.P.	3
Unaudited Interim Condensed and Consolidated Statements of Comprehensive (Loss) Income of Brookfield Infrastructure Partners L.P.	4
Unaudited Interim Condensed and Consolidated Statements of Partnership Capital of Brookfield Infrastructure Partners L.P.	5
Unaudited Interim Condensed and Consolidated Statements of Cash Flows of Brookfield Infrastructure Partners L.P.	7
Notes to the Unaudited Interim Condensed and Consolidated Financial Statements of Brookfield Infrastructure Partners L.P.	8
Management’s Discussion & Analysis	36



US$ MILLIONS
Cash	$	1,306
Consideration payable⁽¹⁾	262
Total Consideration	$	1,568



US$ MILLIONS
Cash and cash equivalents	$	89
Accounts receivable and other	317
Intangible assets⁽¹⁾	5,515
Goodwill	804
Accounts payable and other liabilities	(202		)
Deferred income tax liabilities	(946		)
Net assets acquired before non-controlling interest	5,577
Non-controlling interest⁽²⁾	(4,009		)
Net assets acquired	$	1,568



	For the nine-month period ended September 30
US$ MILLIONS	2018			2017
Cost at beginning of the period	$	10,470		$	4,732
Additions through business combinations	505			5,539
Additions, net of disposals	83			61
Foreign currency translation	(1,223		)	302
Ending Balance	$	9,835		$	10,634


1.	Refer to Note 16 Accumulated Other Comprehensive Income. 2. Refer to Note 14 Partnership Capital. 3. Refer to Note 15 Distributions.


3.	Refer to Note 14 Partnership Capital. 4. Refer to Note 15 Distributions. 5. Refer to Note 9 Investment in Associates and Joint Ventures.


4.	Refer to Note 15 Distributions. 5. Refer to Note 5 Acquisition of Businesses. 6. Refer to Note 4 Disposition of Chilean Electricity Transmission Operation.


6.	Refer to Note 9 Investment in Associates and Joint Ventures.


1.	During the second quarter of 2018, our Communications Infrastructure segment was renamed to Data Infrastructure. There was no concurrent change in the operations which comprise the segment.


3.	Includes net income (loss) attributable to non-controlling interests—Redeemable Partnership Units held by Brookfield, general partner and limited partners.


2.	Non-controlling interest represents the consideration paid for the interest not acquired by Brookfield Infrastructure, measured at fair value at the acquisition date.



US$ MILLIONS
Cash	$	118
Pre-existing interest of GN⁽¹⁾	32
Total Consideration	$	150


1.	Brookfield Infrastructure acquired a 3% interest in GN in December 2017, which had a fair market value of $32 million as at the date of acquisition. No gain or loss resulted from this acquisition.



US$ MILLIONS
Cash	$	9
Consideration payable	21
Total consideration	$	30


Exhibit	Title


•	Calculated depreciation of property, plant and equipment and intangible assets acquired on the basis of the fair values at the time of the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements and;


•	Based borrowing costs on the funding levels, credit ratings and debt and equity position of Brookfield Infrastructure after the business combination.


1.	Derivative instruments which are elected for hedge accounting totaling $595 million are included in financial assets and $36 million of derivative instruments are included in financial liabilities.


2.	$20 million of preferred shares issued to wholly-owned subsidiaries of Brookfield.


1.	Corporate borrowings are classified under level 1 of the fair value hierarchy; quoted prices in an active market are available.


2.	Non-recourse borrowings are classified under level 2 of the fair value hierarchy with the exception of certain borrowings at the U.K. port operation which are classified under level 1. For level 2 fair values, future cash flows are estimated based on observable forward interest rates at the end of the reporting period.


•	Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.



US$ MILLIONS	Fair value hierarchy	September 30, 2018		December 31, 2017
Marketable securities	Level 1⁽¹⁾	$	157	$	85
Foreign currency forward contracts	Level 2⁽²⁾
Financial asset		$	396	$	236
Financial liability		26		196
Interest rate swaps & other	Level 2⁽²⁾
Financial asset		$	357	$	381
Financial liability		155		155
Other contracts	Level 3⁽³⁾
Financial asset		$	46	$	48
Financial liability		102		89


1.	Valuation technique: Quoted bid prices in an active market.


2.	Valuation technique: Discounted cash flow. Future cash flows are estimated based on forward exchange rates (from observable forward exchange rates at the end of the reporting period) and contract forward rates, discounted at a rate that reflects our credit risk and the credit risk of various counterparties.


1.	Indian toll roads include $484 million of intangible assets at our investment in Simhapuri Expressway Ltd and $104 million at BIF India Holdings Pte Ltd.


2.	Other intangibles are comprised of customer contracts at our Australian port operation and contracted order book at our U.K. regulated distribution operation.



US$ MILLIONS	For the nine-month period ended September 30, 2018			For the 12 month period ended December 31, 2017
Balance at beginning of period	$	5,572		$	4,727
Share of (losses) earnings for the period⁽¹⁾	(36		)	118
Foreign currency translation and other	(407		)	167
Share of other reserves for the period—OCI	75			183
Distributions	(28		)	(66		)
Disposition of interest^(1),(2)	(951		)	(177		)
Acquisitions^(3),(4)	80			620
Ending Balance	$	4,305		$	5,572


3.	In May 2017, Brookfield Infrastructure and its partner in its North American natural gas transmission operation each injected $200 million into the business to pay down operating level debt.


4.	Throughout 2017, Brookfield Infrastructure, alongside an institutional partner, injected $349 million into the Brazilian toll road operation for growth capital expenditure requirements increasing our partnership’s ownership to 45%. No injection was made during the nine-month period ended September 30, 2018.


1.	Other includes our partnership’s Texas electricity transmission project, Brazilian electricity transmission operation, European port operation, North American west coast container terminal, U.S. gas storage operation and other investments in associates and joint ventures held by consolidated subsidiaries.


1.	In March 2018, Brookfield Infrastructure sold its ownership in ETC Transmission Holdings. In conjunction with the sale, $35 million of accumulated other comprehensive losses were reclassified to the Consolidated Statement of Operating Results and recorded within share of losses from associates and joint ventures.



	Maturity	Annual Rate	Currency	As of
	Maturity	Annual Rate	Currency	September 30, 2018		December 31, 2017
Corporate revolving credit facility	June 30, 2023	LIBOR plus 1.2%	US$	$	—	$	789
Medium-term notes⁽¹⁾:
Current:
Public - Canadian	October 30, 2018	3.0%	C$	97		99
Non-current:
Public - Canadian	October 30, 2020	3.5%	C$	290		298
Public - Canadian	March 11, 2022	3.5%	C$	348		358
Public - Canadian	February 22, 2024	3.3%	C$	232		239
Public - Canadian	February 22, 2024	3.3%	C$	310		318
Public - Canadian	September 11, 2028	4.2%	C$	387		—
Total				$	1,664	$	2,101


1.	See Note 12 Subsidiary Public Issuers for further details.


1.	Includes net income attributable to non-controlling interest Redeemable Partnership Units held by Brookfield, general partner and limited partners.