As filed with the Securities and Exchange Commission on April 30, 2014



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 20-F/A(AMENDMENT NO. 1)




o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934ORý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended December 31, 2013ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 001-33632



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.(Exact name of Registrant as specified in its charter)Bermuda(Jurisdiction of incorporation or organization)73 Front Street
Hamilton, HM 12, Bermuda
+1-441-294-3309(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)


Securities registered pursuant to Section 12(b) of the Act:

Title of
class

Name of each exchange on which registeredLimited Partnership
Units

New York Stock Exchange; Toronto Stock Exchange


Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

150,252,174 Limited Partnership Units as of December 31, 2013

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.YesýNoo

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934.YesoNoý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. YesýNoo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). YesoNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filerýAccelerated
fileroNon-accelerated
filero

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

oU.S. GAAP

ýInternational Financial Reporting Standards as issuedby the International Accounting Standards Board

oOther


If
"Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to
follow.Item 17oItem 18o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).YesoNoý





---





EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (the "Form 20-F/A") is being filed by Brookfield Infrastructure
Partners L.P. (the "Registrant") to amend the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the Securities and Exchange
Commission on March 28, 2014 (the "Form 20-F"). This Form 20-F/A is being filed solely to supplement Item 18 of the Form 20-F with the inclusion of the
financial statements of Myria Holdings Inc. for the fiscal year ended December 31, 2013 (the "Myria Financial Statements") pursuant to Rule 3-09 of Regulation S-X.

As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, updated certifications of our principal executive officer and our principal financial officer are
being filed as exhibits to the Form 20-F/A. The Form 20-F/A also includes Exhibit 15.2, which contains the consent of PricewaterhouseCoopers LLP with respect to the Myria
Financial Statements.

This
Form 20-F/A consists solely of a cover page, this explanatory note, the Myria Financial Statements, updated certifications of our principal executive officer and our
principal executive officer, Exhibit 15.2 and a signature page.

Except
as described above, this Form 20-F/A does not amend, update or restate the information in any other item of the Form 20-F, or reflect any events that have occurred
after the original filing of the Form 20-F.

1

---





ITEM 18.    FINANCIAL STATEMENTS

The following financial statements are included in this Form 20-F/A:



2

---







Myria Holdings Inc.

Consolidated
Financial Statements as of December 31, 2013 and 2012 and
for the years ended December 31, 2013 and 2012,
the six months ended December 31, 2011 and
the year ended June 30, 2011

Brookfield Infrastructure     F-1

---



Page numberIndependent Auditor's Report


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Comprehensive Income (Loss)


F-5Consolidated Balance Sheets


F-6Consolidated Statements of Shareholders Equity


F-7 - F-8Consolidated Statements of Cash Flows


F-9 - F-10Notes to the Consolidated Financial Statements


F-11 - F-42


F-2     Brookfield Infrastructure

---





INDEPENDENT AUDITOR'S REPORT

To
the Board of Directors and Shareholders of Myria Holdings Inc.:

We
have audited the accompanying consolidated financial statements of Myria Holdings Inc. and its subsidiaries (the "Company"), which comprise the consolidated balance
sheets as of December 31, 2013 and December 31, 2012, and the related consolidated statements of operations, comprehensive income, shareholders' equity and of cash flows for the years
then ended.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
accounting principles generally accepted in the
United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in
accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material misstatement.

An
audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our
judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal
control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Myria Holdings Inc. and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for the years then ended
in accordance with accounting principles generally accepted in the United States of America.

April 30, 2014
Houston, Texas

/s/ PricewaterhouseCoopers LLP


Brookfield Infrastructure     F-3

---





CONSOLIDATED STATEMENTS OF OPERATIONS    For the years ended December 31, 2013, December 31, 2012 and  the six months ended December 31, 2011 and  the year ended June 30,
 2011    (USD 000's)

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six months ended
December 31, 2011

Year Ended
June 30, 2011(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)OPERATING REVENUESTransportation and storage

$
598,162

$
649,561

$
355,686

$
793,401Natural gas sales


19,341


16,292


38,562


91,299Other income


1,378


806


366


3,398Total operating revenues


618,881


666,659


394,614


888,098OPERATING COSTS AND EXPENSESPurchases and other costs of sales


95,997


58,904


86,938


177,317Operations and maintenance


178,838


185,965


94,300


171,031General and administrative


41,300


42,447


19,888


50,799Depreciation and amortization


90,046


88,434


44,013


84,235Taxes, other than income taxes


27,483


31,845


16,199


33,937Goodwill impairment


560,042


319,460


800,000


Other expenses (income)


(20,053
)

(14,821
)

(27,783
)

(23,609
)Total operating costs and expenses


973,653


712,234


1,033,555


493,710Operating (loss) income


(354,774
)

(45,575
)

(638,941
)

394,388OTHER INCOME AND (EXPENSES)Loss on Early Extinguishment of Debt





(37,852
)




Interest expense


(422,247
)

(493,820
)

(214,343
)

(421,466
)Interest income (unrestricted)


1,032


1,173


600


1,343Equity in earnings of Horizon


2,547


1,851


563


1,419Other, net


2,072


1,674


(647
)

(333
)Total other income and (expenses)


(416,596
)

(526,974
)

(213,827
)

(419,037
)LOSS BEFORE INCOME TAXES


(771,370
)

(572,549
)

(852,768
)

(24,649
)Income tax benefit


(78,273
)

(99,400
)

(17,881
)

(7,312
)Net loss


(693,097
)

(473,149
)

(834,887
)

(17,337
)Net loss attributable to non-controlling interests


(113,690
)

(56,225
)

(152,111
)

(25,233
)Net loss attributable to Myria Holdings Inc.

$
(579,407
)
$
(416,924
)
$
(682,776
)
$
(42,570
)




The accompanying notes are an integral part of these consolidated financial statements.

F-4     Brookfield Infrastructure

---



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)    For the years ended December 31, 2013, December 31, 2012 and  the six months ended December 31, 2011 and the  year ended
June 30, 2011    (USD 000's)

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six Months Ended
December 31, 2011

Year Ended
June 30, 2011(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Net loss

$
(693,097
)
$
(473,149
)
$
(834,887
)
$
(17,337
)OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXChange in Fair Value of Derivatives Utilized for Hedging Purposes (Net of Tax (Benefit)/Expense of $1,158, ($119), ($2,089) and $7,931)


1,960


(194
)

(3,419
)

12,978Reclassification of Change in Fair Value of Derivatives to Net Loss (Net of Tax (Benefit)/Expense of $1,816, ($27,089), $5,106 and $6,858)


(3,075
)

44,330


(8,355
)

(11,222
)Total other comprehensive income (loss)


(1,115
)

44,136


(11,774
)

1,756Comprehensive loss


(694,212
)

(429,013
)

(846,661
)

(15,581
)Comprehensive income (loss) attributable to non-controlling interests


(223
)

8


(214
)

(1,634
)Comprehensive loss attributable to Myria Holdings inc.

$
(693,989
)
$
(429,021
)
$
(846,447
)
$
(13,947
)




The accompanying notes are an integral part of these consolidated financial statements.

Brookfield Infrastructure     F-5

---





CONSOLIDATED BALANCE SHEETS        As of December 31, 2013 and December 31, 2012  (USD 000's)

December 31,
2013

December 31,
2012(in thousands)

(in thousands)ASSETSCurrent assetsCash and cash equivalents

$
93,409

$
67,046Restricted cash and deposits


1,556


Accounts receivable, net


53,847


80,981Gas in underground storage


51,919


51,822Materials and supplies


27,087


27,230Gas imbalances


42,854


19,568Fair value of derivatives


730


2,401Prepaid income taxes


1,680


9,047Other


7,502


8,019Total current assets


280,584


266,114Investments


10,073


11,626Goodwill


2,598,556


3,158,599Property, plant and equipmentProperty, plant and equipment, at cost


1,924,443


1,905,800Less: Accumulated depreciation and amortization


(302,332
)

(249,730
)Total property, plant and equipment


1,622,111


1,656,070Deferred charges and other assets


42,626


49,058Total assets

$
4,553,950

$
5,141,467LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilitiesAccounts payable

$
46,613

$
47,305Accrued interest


10,093


9,950Accrued taxes


16,782


24,151Gas imbalances


24,520


10,947Fair value of derivatives


468


324Current maturities of long-term debt


50,000


15,000Other liabilities


28,540


15,069Total current liabilities


177,016


122,746Other liabilities and deferred creditsDeferred income taxes, net


146,039


230,534Other


23,695


13,205Total other liabilities and deferred credits


169,734


243,739Long-term debtLong-term debt, less current maturities


2,918,532


2,982,808Senior notes payable, related party





1,634,439Senior notes accrued interest, payable in kind





20,962Total long-term debt


2,918,532


4,638,209SHAREHOLDERS' EQUITYCommon stock





Additional paid-in capital


3,504,977


1,657,270Accumulated deficit


(2,433,561
)

(1,854,154
)Accumulated other comprehensive income


9,070


9,962Non-controlling Interests


208,182


323,695Total shareholders' equity


1,288,668


136,773Total liabilities and shareholders' equity

$
4,553,950

$
5,141,467


The accompanying notes are an integral part of these consolidated financial statements.

F-6     Brookfield Infrastructure

---





CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY        For the years ended December 31, 2013, December 31, 2012 and  the six months ended December 31, 2011 and
the year ended June 30, 2011        (USD 000's)

Common
Shares

Common
Stock

Additional
Paid in
Capital

Retained
Deficit

Accumulated
Other
Comprehensive
Income/(Loss)

Non-
controlling
Interests

TotalBalances at July 1, 2010 (Not covered by Auditor's Report)


10,591.99

$


$
978,144

$
(711,884
)
$
(25,995
)
$
544,699

$
784,964Net loss











(42,570
)




25,233


(17,337
)Management contribution








6,300











6,300Dividends

















(25,233
)

(25,233
)Return of capital

















(2,740
)

(2,740
)Issuance of Common Stocks








60,000











60,000Net change in fair value of derivatives utilized for hedging purposes














10,844


2,134


12,978Reclassification of change in fair value of derivatives to net income














(7,454
)

(3,768
)

(11,222
)Balances at June 30, 2011 (Not covered by Auditor's Report)


10,591.99

$


$
1,044,444

$
(754,454
)
$
(22,605
)
$
540,325

$
807,710Net loss











(682,776
)




(152,111
)

(834,887
)Management contribution








2,520











2,520Return of capital

















(11,814
)

(11,814
)Net change in fair value of derivatives utilized for hedging purposes














(5,590
)

2,171


(3,419
)Reclassification of change in fair value of derivatives to net income














(5,971
)

(2,384
)

(8,355
)Balances at December 31, 2011 (Not covered by Auditor's Report)


10,591.99

$


$
1,046,964

$
(1,437,230
)
$
(34,166
)
$
376,187

$
(48,245
)




The accompanying notes are an integral part of these consolidated financial statements.

Brookfield Infrastructure     F-7

---



CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the years ended December 31, 2013, December 31, 2012 and
the six months ended December 31, 2011 and the year ended June 30, 2011

(USD 000's)

Common
Shares

Common
Stock

Additional
Paid in
Capital

Retained
Deficit

Accumulated
Other
Comprehensive
Income/(Loss)

Non-
controlling
Interests

TotalBalances at December 31, 2011 (Not covered by Auditor's Report)


10,591.99

$


$
1,046,964

$
(1,437,230
)
$
(34,166
)
$
376,187

$
(48,245
)Net loss











(416,924
)




(56,225
)

(473,149
)Management contribution








4,933











4,933Cash contributed from shareholders








600,000








15,000


615,000Common stock and senior notes contributed from shareholders


(42.67
)




5,373











5,373Return of capital

















(11,275
)

(11,275
)Net change in fair value of derivatives utilized for hedging purposes














(202
)

8


(194
)Reclassification of change in fair value of derivatives to net income














44,330





44,330Balances at December 31, 2012


10,549.32

$


$
1,657,270

$
(1,854,154
)
$
9,962

$
323,695

$
136,773Net loss











(579,407
)




(113,690
)

(693,097
)Management contribution








4,615











4,615Senior Notes and PIK interest contributed from shareholders








1,843,273











1,843,273Charge off of Senior Notes issuance costs previously deferred








(181
)










(181
)Return of capital

















(1,600
)

(1,600
)Net change in fair value of derivatives utilized for hedging purposes














1,568


392


1,960Reclassification of change in fair value of derivatives to net income














(2,460
)

(615
)

(3,075
)Balances at December 31, 2013


10,549.32

$


$
3,504,977

$
(2,433,561
)
$
9,070

$
208,182

$
1,288,668




The accompanying notes are an integral part of these consolidated financial statements.

F-8     Brookfield Infrastructure

---





CONSOLIDATED STATEMENTS OF CASH FLOWS        For the years ended December 31, 2013, December 31, 2012 and  the six months ended December 31, 2011 and the year
ended 30 June 2011

(USD 000's)

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six Months Ended
December 31, 2011

Year Ended
June 30, 2011(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)CASH FLOWS PROVIDED BY OPERATING ACTIVITIESNet loss

$
(693,097
)
$
(473,149
)
$
(834,887
)
$
(17,337
)Adjustments to reconcile net loss to net cash flows provided by operating activitiesLoss on Early Extinguishment of Debt





37,852





Goodwill impairment


560,042


319,460


800,000


Depreciation and amortization


90,046


88,434


44,013


84,235Amortization of financing costs


42


2,648


2,947


4,526Amortization of debt premium on long-term debt


(4,180
)

(9,236
)

(7,537
)

(13,008
)Deferred income taxes


(85,501
)

(99,664
)

(15,292
)

8,876Equity in earnings of Horizon


(2,547
)

(1,851
)

(563
)

(1,419
)Distributions of earnings from Horizon


2,547


1,851


450


1,419Carrying value adjustment to natural gas inventories and cushion gas


690


5,041


11,807


13,661Carrying value adjustment to materials and supplies inventories


1,609








Interest paid in kind


191,337


163,108


73,716


69,654Interest paid with common stock











60,000Gain from sales of cushion gas


(21,755
)

(16,441
)

(27,937
)

(23,085
)Parking service revenue deferrals


10,809








Ineffective portion of interest rate swap contract





2,204


5,747


12,276Loss on extinguishment of interest rate swap





65,347





Tender premium on early extinguishment of debt





(40,866
)




Changes in working capital itemsRestricted cash and deposits





12,071


(12,071
)

Gas in underground storage


(97
)

(11,747
)

29,133


(7,983
)Accounts receivable


5,928


10,348


(21,751
)

23,998Materials and supplies inventories


(1,466
)

(1,760
)

970


(384
)Other current assets


(15,129
)

(9,926
)

(7,923
)

14,264Accounts payable


(4,527
)

(5,978
)

29,200


4,715Accrued interest


(3,322
)

(2,814
)

5,221


(43,712
)Other current liabilities


21,245


27,539


(11,667
)

(33,703
)Other, net


6,574


4,703


1,017


3,077Net cash provided by operating activities


59,248


67,174


64,593


160,070CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures


(52,173
)

(49,301
)

(37,425
)

(63,109
)Asset disposal costs


(7,512
)

(5,180
)




Proceeds from restricted deposits








1,006


664Proceeds from sales of assets, net of disposal costs


49,668


25,590


9,076


17,656Distributions from Horizon in excess of earnings


1,553


1,099





381Proceeds from investments in restricted deposits


(1,556
)

44





Net cash used in investing activities


(10,020
)

(27,748
)

(27,343
)

(44,408
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from Long-term debt





1,250,000





(24,300
)Repayments of Long-term debt


(25,880
)

(1,743,400
)

(74,886
)

(56,714
)Settlement of interest rate swap





(101,018
)




Debt issuance and restructuring costs





(31,284
)

(638
)

(2,100
)Dividends paid











(25,233
)Return of capital


(1,600
)

(11,275
)

(11,814
)

(2,740
)Contribution from shareholders for management fees


4,615


4,933





Contribution from shareholders





600,000


2,520


6,300Contribution from Non-controlling Interest





15,000





Net cash used in financing activities


(22,865
)

(17,044
)

(84,818
)

(104,787
)Net increase in cash and cash equivalents


26,363


22,382


(47,568
)

10,875CASH AND CASH EQUIVALENTSBeginning of period


67,046


44,664


92,232


81,357End of period

$
93,409

$
67,046

$
44,664

$
92,232


Brookfield Infrastructure     F-9

---



CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

For the years ended December 31, 2013, December 31, 2012 and
the six months ended December 31, 2011 and the year ended 30 June 2011

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING TRANSACTIONS

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six Months Ended
December 31, 2011

Year Ended
June 30, 2011(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Senior notes contributed from shareholders


1,843,217


5,373





Issuance of paid in kind notes

$
191,337

$
163,108

$
73,716

$
69,654Charge off of Senior Notes issuance costs previously deferred


181













The accompanying notes are an integral part of these consolidated financial statements.

F-10     Brookfield Infrastructure

---





MYRIA HOLDINGS INC. AND SUBSIDIARIES        ANNUAL REPORT DECEMBER 2013        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Myria Holdings Inc. ("Myria" or the "Company") is an investment holding company incorporated in Delaware on January 30, 2008. Myria is owned by a
syndicate (the "Syndicate") of investors.

Myria,
through a series of intermediary companies, owns an 80% interest of NGPL PipeCo LLC ("PipeCo"). PipeCo was previously a wholly owned subsidiary of Kinder Morgan Inc.
("KMI") who, also through a series of intermediary companies, owns the remaining 20% interest of PipeCo. In May of 2012, Myria and KMI contributed their respective shares of PipeCo to NGPL
HoldCo LLC ("Holdco") in return for new equity interests in Holdco. Concurrently, Holdco made a contribution of the shares to Midco LLC ("Midco") in return for the sole membership
interest in Midco. Therefore, as of May 2012, PipeCo's sole member is Midco, however PipeCo still continues to be indirectly owned 80% by Myria and 20% by KMI.

PipeCo
is headquartered in Houston, Texas and through its wholly owned subsidiary Natural Gas Pipeline Company of America LLC, ("Natural") owns and operates a major interstate
natural gas pipeline transmission and storage system, consisting primarily of two major interconnected transmission pipelines terminating in the Chicago, Illinois metropolitan area. KMI operates
PipeCo pursuant to a 15-year Operations and Reimbursement Agreement (the "O&R Agreement") entered into on February 15, 2008. Natural also operates an approximate 3-mile natural gas
pipeline in northern Illinois which is owned by Kinder Morgan Illinois Pipeline LLC ("KMIP"), a wholly owned subsidiary. Natural also owns a 50% investment in Horizon Pipeline Company, L.L.C.
("Horizon"), which is accounted for under the equity method, reflecting Naturals ability to exercise significant influence over its operating and financial policies.

The
consolidated financial statements include the accounts of majority-owned subsidiaries. Investments in jointly owned operations in which the Company holds a 50% or less interest and
has the ability to exercise significant influence over their operating and financial policies are accounted for under the equity method. All significant intercompany transactions and balances have
been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. The consolidated financial statements include all revenues and costs directly
attributable to the Company and its subsidiaries, as well as allocations of KMI's centralized shared administrative service expenses. All of the allocations and estimates in the consolidated financial
statements are based on assumptions that the Company's management believes are reasonable under the circumstances. However, these allocations and estimates are not necessarily indicative of the costs
and expenses that would have resulted if the Company had been operated as an independent entity.

2.     GOODWILL IMPAIRMENT

In 2012, Myria and PipeCo tested goodwill for impairment at its annual testing date of December 31, 2012. This testing used an internal valuation study to
estimate the fair value of PipeCo and Myria to determine whether their carrying value exceeded their fair value and the amounts, if any, of goodwill impairment to record. The valuations used the
income approach and the resulting fair value was further verified using the market approach. The income approach is a valuation technique that provides an estimation of the value of a business based
on the benefit stream that a business could be expected to generate over its remaining useful life, and is typically applied using a discounted cash flow ("DCF") analysis. The DCF analysis involves
discounting the reporting unit's projected future cash flows at an appropriately derived rate, which considers the time value of money, inflation, and the risk

Brookfield Infrastructure     F-11

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

inherent
in ownership of the asset or business being valued. The market approach is a valuation technique that provides an estimation of the value of a business using one or more methods that compare
the subject reporting unit to similar businesses that have been historically transacted in a marketplace. These valuations indicated that the fair values of PipeCo and Myria were less than their
carrying values, which resulted in goodwill impairment charges of $300 million and $19 million, respectively, for a total impairment charge of $319 million at December 31,
2012. As a result of these charges, on an unconsolidated basis, PipeCo and Myria had remaining goodwill of $3,158.6 million and zero, respectively at December 31, 2012.

In
2011 and 2013, PipeCo conducted its annual goodwill impairment testing as of December 31, 2011 and December 31, 2013, respectively. This testing used a valuation
approach similar to that used in December 2012, as discussed above, to estimate the fair value of the business. This valuation indicated that the fair value of PipeCo at December 31,
2011 and December 31, 2013, respectively, was less than its carrying value, which resulted in an impairment charge to the goodwill of PipeCo of $800 million and $560.0 million,
respectively. As a result of these charges, on an unconsolidated basis, PipeCo and Myria had remaining goodwill of $3,458.6 million and $19.0 million, respectively at December 31,
2011 and $2,958.6 million and zero, respectively at December 31, 2013.

The
impairment charge was primarily due to the effects of lower tariffs and lower natural gas volumes transported and related lower contracted storage volumes on Natural's pipeline
system.

3.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On December 16, 2011, the Financial Accounting Standards Board ("FASB") issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about
Offsetting Assets and Liabilities. This ASU requires disclosures to provide information to help reconcile differences in the offsetting requirements under accounting principles generally accepted in
the United States of America ("U.S. GAAP") and International Financial Reporting Standards ("IFRS"). The disclosure requirements of this ASU mandate that entities disclose both gross and
net information about financial instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an enforceable master netting
arrangement or similar agreement. This ASU also requires disclosure of collateral received and posted in connection with master netting arrangements or similar arrangements. The scope of this ASU
includes derivative contracts, repurchase agreements, and securities borrowing and lending arrangements. Entities are required to apply the amendments of ASU No. 2011-11 for annual reporting
periods beginning on or after January 1, 2013 and interim periods within those annual periods. All disclosures provided by those amendments are required to be provided retrospectively for all
comparative periods presented. For Myria, ASU No. 2011-11 was effective January 1, 2013, and the adoption of this ASU did have a material impact on its consolidated financial statements.

On
January 31, 2013, the FASB issued ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU amends and clarifies the scope
of the balance sheet offsetting disclosures prescribed in ASU No. 2011-11 (described above). Specifically, ASU No. 2013-01 limits the scope of ASU No. 2011-11's required
disclosures to the following financial instruments, to the extent that they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement:
(i) recognized derivative contracts accounted for under ASC 815, Derivatives and Hedging; (ii) repurchase agreements and reverse repurchase agreements; and (iii) securities
borrowing and securities lending transactions. For Myria, ASU No. 2013-01 was effective

F-12     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

January 1,
2013, and the adoption of this ASU did not have a material impact on its consolidated financial statements.

On
February 5, 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU amends and clarifies the
disclosure requirements prescribed in ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU No. 2013-02 requires that entities present information
about reclassification adjustments from accumulated other comprehensive income in their annual financial statements in a single note or on the face of the financial statements. Public entities will
also have to provide this information in their interim financial statements. Specifically, entities must present, either in a single note or parenthetically on the face of the financial statements,
the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification.
If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the
related footnote for additional information. For Myria, ASU No. 2013-02 was effective January 1, 2013, and the adoption of this ASU did not have a material impact on its consolidated
financial statements.

On
February 7, 2013, the FASB issued ASU No. 2013-03, Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities. This ASU clarifies that the
requirement in ASU No. 2011-04 to disclose "the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (Level 1, 2, or 3)" does not
apply to nonpublic entities for items that are not measured at fair value in the statement of financial position but for which fair value is disclosed. This ASU was effective immediately and did not
have a material impact on the consolidated financial statements.

On
January 16, 2014, the FASB issued ASU No. 2014-02, Accounting for Goodwill (a consensus of the Private Company Council). This ASU amends and clarifies the
subsequent measurement of goodwill prescribed in ASU No. 2011-08. This ASU provides private entities with an accounting alternative for the subsequent measurement of goodwill. Private entities
that elect the accounting alternative would amortize goodwill on a straight-line basis over 10 years, or less than 10 years if the entity demonstrates that another useful life is more
appropriate. An entity that elects the alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level, and
the test should be completed when a triggering event occurs that indicates the fair value of an entity may be below its carrying amount. The accounting alternative, if elected, should be applied
prospectively to goodwill existing as of the beginning of the period of adoption and new goodwill recognized in annual periods beginning after December 15, 2014, and interim periods within
annual periods beginning after December 15, 2015. Early application is permitted, including application to any period for which the entity's annual or interim financial statements have not yet
been made available for issuance. The Company is currently evaluating this ASU.

4.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of

Brookfield Infrastructure     F-13

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MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

revenues
and expenses. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to the current year presentation.

Change in Fiscal Year

In July 2011, the Board of Directors of Myria Holdings Inc. determined that, in accordance with its Bylaws, the Company's
fiscal year shall begin on January 1 and end on December 31 of each year, starting on January 1, 2012. This resulted in a change in fiscal year end from June 30 to
December 31. The required transition period of July 1, 2011 to December 31, 2011 is included in these consolidated financial statements.

Natural's
regulated utility operations are accounted for in accordance with the provisions of Accounting Standards Codification ("ASC") Topic 980, Regulated Operations, which prescribes
the circumstances in which the application of US GAAP is affected by the economic effects of regulation. Regulatory assets and liabilities represent probable future revenues or expenses associated
with certain charges and credits that will be recovered from or refunded to customers through the ratemaking process.

The
following regulatory assets and liabilities are reflected in the accompanying Consolidated Balance Sheets in the captions "Deferred Charges and Other Assets," and "Other Liabilities
and Deferred Credits: Other."

December 31, 2013

December 31, 2012(in thousands)

(in thousands)Regulatory assetsEmployee benefit costs

$
477

$
711Deferred income taxes


13,234


13,946Rate regulation and application costs


2,593


4,433Total regulatory assets


16,304


19,090Regulatory liabilitiesDeferred revenues


338


297Total regulatory liabilities


338


297Net regulatory assets

$
15,966

$
18,793


As
of December 31, 2013 and 2012, $15.8 million and $18.4 million of Natural's regulatory assets, respectively, and all of its regulatory liabilities were being
recovered from or refunded to customers through rates over periods ranging from 1 to 12 years. The regulatory asset of $0.5 million at December 31, 2013 related to employee
benefit costs is not currently being recovered from customers through rates. The Company believes, however, that eventual recovery through future ratemaking procedures is probable.

In
addition, Natural records allowance for funds used during construction ("AFUDC"), which is recorded as part of property plant and equipment. During the years ended December 31,
2013 and 2012 and the six and twelve months ended December 31, 2011 and June 30, 2011, Natural recorded

F-14     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$0.8 million,
$0.7 million, $0.4 million and $1.3 million, respectively, of AFUDC, including both debt and equity components of AFUDC.

The
Company recognizes revenues as services are rendered or goods are delivered and, if applicable, title has passed.

The
Company, through its wholly owned subsidiaries, provides various types of natural gas transportation and storage services to its customers in which the natural gas remains the
property of these customers at all times. In many cases (generally described as "firm service"), the customer pays a two-part rate that includes (i) a fixed fee reserving the right to transport
or store natural gas in our facilities and (ii) a per-unit rate for volumes actually transported or injected into/withdrawn from storage. The fixed-fee component of the overall rate is
recognized as revenue in the period the service is provided. The per-unit charge is recognized as revenue when the volumes are delivered to the customers' agreed upon delivery point, or when the
volumes are injected into/withdrawn from our storage facilities. In other cases (generally described as "interruptible service"), there is no fixed fee associated with the services because the
customer accepts the possibility that service may be interrupted at our discretion in order to serve customers who have purchased firm service. In the case of interruptible service, revenue is
recognized in the same manner utilized for the per-unit rate for volumes actually transported or injected into/withdrawn from storage under firm service agreements.

"Restricted
Deposits" consists principally of funds on deposit with brokers in support of our risk management activities.

The
caption "Accounts Receivable, Net" in the accompanying Consolidated Balance Sheets is presented net of allowances for doubtful accounts. The Company's policy for determining an
appropriate allowance for doubtful accounts varies according to the type of service being provided and the customers being served. The allowance for doubtful accounts is adjusted as necessary for
changed circumstances and customer-specific information. When specific receivables are determined to be uncollectible, the reserve and receivable are relieved. The Company had no allowances for
doubtful accounts at December 31, 2013 and $0.1 million of allowances for doubtful accounts at December 31, 2012.

Inventories
consist of the following:

December 31, 2013

December 31, 2012(in thousands)

(in thousands)Gas in underground storage

$
51,919

$
51,822Materials and supplies


27,087


27,230$
79,006

$
79,052


Brookfield Infrastructure     F-15

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In
accordance with Natural's transportation tariffs, it collects natural gas in-kind from shippers on its systems. Certain of this gas is used by Natural as fuel in its operations. Fuel
collected in excess of operational needs typically is either sold or injected into storage for sales at a later date. Consequently, in the normal course of business, Natural both sells natural gas and
maintains natural gas inventories. Only the fuel gas that Natural takes title to under its transportation tariffs is recorded in the accompanying Consolidated Balance Sheets. Natural receives fees
from its storage service customers but does not reflect the value of their gas stored in its facilities in the accompanying Consolidated Balance Sheets. Inventories are accounted for using the
following methods: last-in, first-out for gas in underground storage and average cost for materials and supplies.

Natural
enters into derivative contracts for the purpose of hedging exposures that accompany its operational gas sales and Natural utilizes this risk management activity to formulate a
gas sales plan. Natural gas placed in inventory is valued at forecasted realizable value (the "net realizable value") based on the operational gas sales plan. Natural evaluates its natural gas
inventory on a quarterly basis and, if the carrying value of inventory is greater than the latest estimate of net realizable value, reduces the carrying value of the natural gas inventory to estimated
net realizable value. Natural recorded no pre-tax reductions and $3.8 million of pre-tax reductions in the carrying value of its natural gas storage inventories during the years ended
December 31, 2013 and 2012, respectively, and $11.4 million and $13.7 million during the six and twelve months ended December 31, 2011 and June 30, 2011,
respectively,
reported in the caption "Purchases and Other Costs of Sales" on the Consolidated Statements of Operations.

The
Company maintains natural gas in underground storage as part of its inventory, which is recorded in the balance sheet caption "Current Assets: Gas in Underground Storage." This
component of inventory represents the portion of gas stored in an underground storage facility generally known as "working gas," and represents an estimate of the portion of gas in these facilities
available for routine injection and withdrawal to meet current demand. In addition to this working gas, underground gas storage reservoirs contain injected gas, which is not routinely cycled but,
instead, serves the function of maintaining the necessary pressure to allow efficient operation of the facility. This gas, generally known as "cushion gas," is recorded in the balance sheet caption
"Property, Plant and Equipment." Working gas that is utilized for operational backup of cushion gas is no longer available for sale and has been transferred from "Current Assets: Gas in
Underground Storage" to "Property, Plant and Equipment". This cushion replacement gas is recorded as a separate pool ("cushion replacement pool") from Natural's other cushion gas volumes. Consistent
with Natural's policy for recoverable cushion gas, since the cushion replacement pool is expected to eventually be recovered and sold, it is not depreciated. Natural evaluates the carrying value of
the cushion replacement pool quarterly against our latest estimate of its net realizable value. If the carrying value exceeds the net realizable value, they reduce the carrying value to the net
realizable value. Natural recorded pre-tax reductions in the carrying value of the cushion replacement pool of $0.7 million and $1.2 million during the years ended December 31,
2013 and 2012, and $0.4 million and zero during the six and twelve months ended December 31, 2011 and June 30, 2011, respectively, reported in the caption "Purchases and Other
Costs of Sales" on the Consolidated Statements of Operations.

During
the year ended December 31, 2013, Natural sold 8 million dekatherms of cushion gas, utilizing principally excess parked customer gas as backup for operational
purposes, recording gains totaling $21.8 million.

F-16     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During
the year ended December 31, 2012, Natural sold 6 million dekatherms of cushion gas, utilizing excess parked customer gas as backup for operational purposes,
recording gains totaling $16.4 million.

During
the six months ended December 31, 2011, Natural sold 6 million dekatherms of cushion gas in anticipation of future storage expansion projects, recording gains
totaling $23.1 million, and utilizing excess working gas as backup for operational purposes.

During
the twelve months ended June 30, 2011, Natural sold 5 million dekatherms of cushion gas in anticipation of future storage expansion projects, recording gains
totaling $24.0 million, and utilizing excess parked customer gas as backup for operational purposes.

During
2013, the Company began classifying the gain associated with its sales of recoverable cushion gas in the Consolidated Statements of Operations within Other Expense (Income). The
Company previously recorded sales of recoverable cushion gas in the Consolidated Statements of Operations gross within Natural Gas Sales and Purchases and Other Costs of Sales. The Company has
reclassified its 2012 sales and sales for the six and twelve months ended December 31, 2011 and June 30, 2011, respectively, of recoverable cushion gas and has changed its
method of classification of such sales within the Consolidated Statements of Operations.

Myria,
through its subsidiary Natural, has a 50% ownership in Horizon Pipeline Company LLC ("Horizon"), which is accounted for using the equity method. The balance of the
investment in Horizon was $10.1 million and $11.6 million at December 31, 2013 and 2012, respectively. Equity earnings from Horizon were $2.5 million and
$1.9 million for the years ended December 31, 2013 and 2012, respectively, and $0.6 million and $1.4 million for the six and twelve months ended December 31, 2011
and June 30, 2011, respectively. The Company received distributions from Horizon of $4.1 million and $3.0 million during the years ended December 31, 2013 and 2012,
respectively, and $0.5 million and $1.8 million during the six months and twelve months ended December 31, 2011 and June 30, 2011, respectively.

Property,
plant and equipment is reported at its historical acquisition cost. The Company expenses costs for maintenance and repairs in the period incurred. When the Company sells or
retires property, plant and equipment, it charges the original cost of property sold or retired to accumulated depreciation and amortization, net of salvage and cost of removal. Generally, the Company
does not include retirement gains or losses in income except in cases of sales of operating systems or non-depreciable assets such as recoverable cushion gas. Gains and losses on minor system sales,
excluding land, are recorded to the appropriate accumulated depreciation reserve. Gains and losses for operating systems sales and land sales are recorded to income or expense accounts in accordance
with regulatory accounting guidelines.

The
Company computes depreciation on its long-lived assets principally based on the straight-line method over their estimated useful lives. Generally, composite depreciation rates are
applied to functional groups of property having similar economic characteristics. Depreciation rates range from
1.8% to 5.0%, excluding certain shorter-lived assets such as vehicles. Depreciation estimates are based on various factors, including age (in the case of acquired assets), manufacturing
specifications,

Brookfield Infrastructure     F-17

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

technological
advances and historical data concerning useful lives of similar assets. Uncertainties that impact these estimates include changes in laws and regulations relating to restoration and
abandonment requirements, economic conditions, and supply and demand in the area. When assets are placed into service, the Company makes an estimate of useful lives (and salvage values where
appropriate). However, subsequent events could change these estimates, thus impacting the future calculation of depreciation and amortization expense. Historically, adjustments to useful lives have
not had a material impact on the Company's aggregate depreciation levels from year to year.

Underground
gas storage reservoirs contain cushion gas, which is not routinely cycled but, instead, serves the function of maintaining the necessary pressure to allow efficient operation
of the facility. Cushion gas is divided into the categories of "recoverable cushion gas" and "unrecoverable cushion gas," based on an engineering analysis of whether the gas can be economically
removed from the storage facility at any point during its life. The portion of cushion gas that is determined to be unrecoverable is considered to be a permanent part of the facility itself and is
depreciated over the facility's estimated useful life. The portion of cushion gas that is determined to be recoverable is also considered a component of the facility but is not depreciated because it
is expected to ultimately be recovered and sold.

The
Company reviews the carrying values of its long-lived assets whenever events or changes in circumstances indicate that such carrying values may not be recoverable. The Company
recognizes an impairment loss when estimated future cash flows expected to result from use of the asset and its eventual disposition are less than its carrying amount. With the exception of the
pre-tax reductions in the carrying value of cushion replacement gas, as discussed above in Note 4F, the Company did not record any impairments to property, plant and equipment during the years
ended December 31, 2013 and 2012, or during the six months ended December 31, 2011 and the twelve months ended June 30, 2011.

The
Company recognizes a liability for the fair value of an asset retirement obligation in the period incurred if a reasonable estimate of fair value can be made. A reconciliation of the
changes in
accumulated asset retirement obligations, which are included in the balance sheet caption "Other Liabilities and Deferred Credits: Other", is as follows:

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six Months Ended
December 31, 2011

Year Ended
June 30, 2011(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Balance at beginning of period

$
2,048

$
2,017

$
1,980

$
1,958Liabilities settled


(238
)







Accretion expense


34


31


37


22Balance at end of period

$
1,844

$
2,048

$
2,017

$
1,980


In
general, Natural's system is composed of underground piping, compressor stations and associated facilities, natural gas storage facilities and certain other facilities and equipment.
Except as discussed below, Natural is not required to and has no plans to abandon any of these facilities, the majority of which have been providing utility service for many years, making it
impossible to determine

F-18     Brookfield Infrastructure

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MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the
timing of any potential retirement expenditures. Notwithstanding current intentions, in general, if utility operations were to cease in total or in any particular area, Natural would be permitted
to abandon the underground piping in place, but would have to remove surface facilities from land belonging to customers or others. No asset retirement obligation has been made for these assets as
Natural cannot reasonably estimate when they will be settled in cash. Natural generally has no obligations for removal or remediation with respect to equipment and facilities, such as compressor
stations, located on land it owns.

In
addition, Natural has various condensate drip tanks located throughout the system, storage wells located within the storage fields, laterals no longer integral to the overall mainline
transmission system, compressor stations which are no longer active, and other miscellaneous facilities, all of which have been officially abandoned. For these facilities, it is possible to reasonably
estimate the timing of the payment of obligations associated with their retirement. The recognition of these obligations resulted in a combined liability of approximately $1.8 million and
$2.0 million at December 31, 2013 and 2012, respectively, which represents the present value of those future obligations for which Natural is able to make reasonable estimations of the
current fair value due to, as discussed above, its ability to estimate the timing of the incurrence of the expenditures. The remainder of Natural's asset retirement obligations have not been recorded
due to its inability, as discussed above, to reasonably estimate when they will be settled in cash.

Gas
imbalances receivable and payable reflect gas volumes owed from or to interconnecting pipelines. During 2013, imbalance volumes were priced at planned hedge prices with a lower of
cost or market test performed at the end of each quarter. In June 2013, the value of the imbalances was adjusted to the AMIP (Average Monthly Index Price) to reflect that on a go forward basis
imbalance gas injections would be priced at AMIP rather than at the planned hedge prices. Gas imbalances represent the difference between customer nominated versus actual gas receipts from and gas
deliveries to
interconnecting pipelines under various operational balancing agreements. Gas imbalances are settled in cash terms of the various agreements. Natural had no cash outs on operational balancing
agreements for the year ended December 31, 2013, $0.7 million of cash-outs at an average price of $4.15 per dekatherm for the year ended December 31, 2012,
$2.3 million of cash-outs for the six months ended December 31, 2011 and $10.8 million of cash-outs for the twelve months ended June 30, 2011.

Brookfield Infrastructure     F-19

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Interest
Expense consists of the following.

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six months Ended
June 30, 2012

Year Ended
June 30, 2011(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Interest expense

$
(426,818
)
$
(426,027
)
$
(213,350
)
$
(418,235
)Ineffective portion of interest rate swap contract





(2,204
)

(5,747
)

(12,276
)Changes in Fair Value of interest rate swap contract





(7,181
)




Loss on settlement of interest rate swap contract





(65,347
)




Amortization of deferred financing costs


(42
)

(2,648
)

(2,947
)

(4,526
)Amortization of debt premium on long term debt


4,180


9,236


7,537


13,007AFUDC-Interest (Natural)


433


351


164


564Interest expense

$
(422,247
)
$
(493,820
)
$
(214,343
)
$
(421,466
)


All
highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. "Other, Net" presented as a component of "Net Cash Flows
Provided by Operating Activities" in the accompanying Consolidated Statements of Cash Flows includes, among other things, non-cash charges and credits to income.

Net
of interest capitalized, the Company made cash payments for interest of $230.7 million and $259.0 million during the years ended December 31, 2013 and 2012,
respectively, and $133.3 million and $329.0 million for the six and twelve months ended December 31, 2011 and June 30, 2011, respectively. Additionally, Myria issued paid
in kind notes totaling $191.3 and $163.1 million for the years ended December 31, 2013 and 2012, respectively, and $73.7 and $69.7 million for the six and twelve months ended
December 31, 2011 and June 30, 2011, respectively.

The
Company made cash payments for income taxes of $1.8 million and $0.6 million during the years ended December 31, 2013 and 2012, respectively, and made no cash
payments for income taxes and $2.2 million for the six and twelve months ended December 31, 2011 and June 30, 2011, respectively.

On
February 15, 2008, Natural entered into the Operating Agreement (see Note 1) with KMI. The Operating Agreement provides for KMI to be reimbursed, at cost, for
pre-approved costs, plus a fixed annual general and administration fee charge for services provided under the Operating Agreement. The fixed annual general and administration fee totaled $35.7 and
$35.0 million for the years ended December 31, 2013 and 2012, respectively, and $15.4 million and $43.1 million for the six and twelve

F-20     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

months
ended December 31, 2011 and June 30, 2011, respectively. G&A Costs for calendar year 2012 were set at $35.0 million as a result of an the arbitration settlement reached on
February 13, 2012 and will escalate by 2% annually through 2014. Thereafter, the G&A Costs will be determined in accordance with the terms of the arbitration settlement agreement.

From
time to time in the ordinary course of business, PipeCo buys and sells pipeline services and related services from/to (i) Kinder Morgan Energy Partners, LP and its
subsidiaries, affiliates of Kinder Morgan, and (ii) Horizon. Such transactions are conducted in accordance with all applicable laws and regulations and on an arm's-length basis consistent with
PipeCo's policies governing such transactions.

Totals
of significant transactions with related parties are as follows:

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six Months ended
December 31, 2011

Year Ended
June 30, 2010(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Sales, transportation and storage of natural gas and other revenues

$
3,386

$
6,948

$
5,126

$
10,227Purchases and transportation of natural gas

$
1,452

$
866

$
85

$
741Management fee expense to Myria Management LLC

$
4,615

$
4,933

$
2,520

$
5,040Charges for general and administrative costs paid to Kinder Morgan, Inc.

$
35,700

$
35,000

$
15,411

$
43,140Labor and other reimbursable costs paid to Kinder Morgan, Inc.

$
99,669

$
92,452

$
54,255

$
101,276


Totals
of significant receivable (payable) balances with related parties are as follows:

December 31, 2013

December 31, 2012(in thousands)

(in thousands)Accounts receivable

$
168

$
71Accounts payable

$
(11,440
)
$
(10,217
)Gas imbalances receivable

$
6,183

$
8,352Gas Imbalances Payable

$
(2,597
)
$
(3,685
)


Deferred
income tax assets and liabilities are recognized for temporary differences between the basis of assets and liabilities for financial reporting and tax purposes. Changes in tax
legislation are included in the relevant computations in the period in which such changes are effective. Deferred tax assets are reduced by a valuation allowance for the amount of any tax benefit not
expected to be realized.

For
federal income tax purposes, Myria Holdings Inc. is classified as a "C" corporation, Myria Acquisition LLC ("Myria Acquisition") is a disregarded entity ("DRE"),
Holdco and Midco are classified as "C" corporations, and the remaining subsidiaries, PipeCo, Natural, and KMIP are

Brookfield Infrastructure     F-21

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MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

classified
as DREs. As a DRE, PipeCo, Natural and KMIP are treated as "divisions" of Midco and are not subject to income taxes on a separate legal entity basis.

Pursuant
to the First Amended Tax Allocation Agreement dated May 25, 2012, Myria Holdings Inc., Myria Acquisition, Holdco, and Midco (the "Group") have elected to
file a consolidated federal income tax return under Section 1504(a) of the Internal Revenue Code of 1986, as amended. For each taxable year, Holdco will compute the federal income tax
liability it would have paid on behalf of itself and Midco, and will pay those combined estimated taxes to Myria Acquisition. Myria Acquisition will perform a similar computation and will pay its
estimated taxes (net of its separate company tax benefit) to Myria Holdings Inc. Myria Holdings Inc. will prepare consolidated federal income tax returns and make tax payments on
behalf of the Group. After filing of the consolidated federal income tax return, Myria Holdings Inc. will reconcile with Myria Acquisition and Holdco the difference between estimated tax
payments received during the tax fiscal year and the final tax liability on the tax return filed with the Internal Revenue Services. A similar mechanism applies in states where the Group files income
tax returns on a consolidated, combined or unitary basis.

Natural
utilizes energy derivatives for the purpose of mitigating risk resulting from fluctuations in the market price of natural gas and associated transportation costs. Previously,
Myria Acquisition utilized an interest rate derivative for the purpose of mitigating exposure to fluctuations in market interest rates until such derivative was cash settled in May 2012.
Natural and Myria Acquisition designate their derivative instruments as hedges of various exposures and tests the effectiveness of changes in the value of these hedging instruments with the risk being
hedged. Hedge ineffectiveness is recognized in income in the period in which it occurs.

In
general, legal costs are expensed as incurred. When significant specific litigation that is expected to continue for a significant period of time and require substantial expenditures
has been identified, the Company identifies a range of probable costs expected to be required to litigate the matter to a conclusion or reach an acceptable settlement. If no amount within this range
is a better estimate than any other amount, a liability equal to the low end of the range is recorded. Any such liability recorded is revised as better information becomes available.

The
Company expenses or capitalizes, as appropriate, environmental expenditures that relate to current operations. The Company expenses amounts that relate to an existing condition
caused by past operations that do not contribute to current or future revenue generation. The Company does not discount environmental liabilities to a net present value. The Company records
environmental liabilities when environmental assessments and/or remedial efforts are probable and costs can be reasonably estimated. Generally, recording of these accruals coincides with the
completion of a feasibility study or a commitment to a formal plan of action.

The
Company utilizes both internal staff and external experts to assist in identifying environmental issues and in estimating the costs and timing of remediation efforts. Often, as the
remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in income in the period in which they are
reasonably determinable.

F-22     Brookfield Infrastructure

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MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On
May 30, 2007, a group of investors, including Kinder Morgan CEO Richard D. Kinder and other members of Kinder Morgan senior management, completed a "Going Private transaction"
in which all of the outstanding shares of Kinder Morgan were purchased for $107.50 per share. Prior to the Going Private transaction, there was no goodwill recorded on PipeCo's Consolidated Balance
Sheets. The Going Private transaction was accounted for as a purchase and, accordingly, the difference between the purchase price and the fair value of net assets acquired at the time of the Going
Private transaction, approximately $5.0 billion, was recorded as goodwill. On February 15, 2008, Myria completed its 80% acquisition of PipeCo resulting in $200 million of
additional Goodwill recorded in the Company's Consolidated Balance Sheets.

Myria
evaluates goodwill for potential impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

5.     REGULATORY MATTERS

Natural's interstate natural gas pipeline and storage operations, as well as those of its joint venture investee, are subject to regulation by the FERC. The FERC
regulates, among other things, rates and charges for transportation and storage of natural gas in interstate commerce, the construction and operation of interstate pipeline and storage facilities and
the accounts and records of interstate pipelines.

On
December 4, 2013, Natural and Stingray Pipeline Company, L.L.C. ("Stingray") filed a joint application with the FERC in Docket No. CP14-25-000 requesting authority to
abandon by sale to Stingray all the facilities that Natural currently leases to Stingray under Rate Schedule X-50. In addition, Natural filed to abandon the Rate Schedule X-50 long term
lease between Natural and Stingray. The application was approved by FERC on February 27, 2014. Natural sold the facilities to Stingray on March 13, 2014.

On
October 18, 2013, Natural filed with the FERC in Docket No. CP14-10-000 to: 1) abandon, by sale to Eagle Rock Field Services, L.P. ("Eagle Rock"),
Natural's North Moore and Shamrock Laterals located in Moore County, Texas, 2) abandon in place two 1,265 horsepower ("hp") compressor units at Natural's Compressor Station
No. 112 located in Moore County, Texas and 3) request a non-jurisdictional determination finding that following abandonment, and upon transfer to Eagle Rock, the North Moore and Shamrock
Laterals will become part of Eagle Rock's gathering system and will be non-jurisdictional and not subject to regulation by the FERC under the Natural Gas Act. Natural received authority from the FERC
to abandon such facilities on December 23, 2013. Natural sold the aforementioned laterals and abandoned the compressor units on February 14, 2014. The proceeds for this project were
$0.5 million and there was no gain or loss recorded in income.

On
May 10, 2013, Natural filed with the FERC a prior notice request in Docket No. CP13-476 to convert 1.0 billion cubic feet ("Bcf") of cushion gas storage
capacity to working gas storage capacity at its Herscher Mount Simon reservoir located in Kankakee County, Illinois. The project has an estimated total cost of $7 million. Natural received
authority from the FERC for the project on July 17, 2013. Work began in July 2013 and is expected to be completed in 2014.

On
March 8, 2013, Natural filed with the FERC in Docket No. CP13-97-000 requesting a certificate of public convenience and necessity to increase the maximum inventory at
Natural's Cooks Mills Storage Field ("Cooks Mills") located in Douglas and Coles Counties, Illinois by 350 million cubic feet, thereby increasing the maximum inventory at Cooks Mills
from 6.4 Bcf to 6.75 Bcf. On July 17, 2013, the FERC issued an order granting Natural's request. No construction is involved in this project.

Brookfield Infrastructure     F-23

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MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On September 20, 2011, Natural filed with the FERC a certificate application regarding its Natural Gas Storage Optimization Project. Specifically, Natural
requested to: (i) construct and operate a new 3,550 horsepower ("hp") gas fired compressor unit at Natural's existing Compressor Station No. 205 located near Keota in Washington
County, Iowa; (ii) construct and operate a new "greenfield" compressor station consisting of a 22,000 hp electric compressor unit to be located near Altamont in Effingham County,
Illinois; (iii) reduce cushion gas inventory by 5 billion Bcf at Natural's North Lansing Storage Field located near Longview in Harrison County, Texas; (iv) abandon in place
various gas fired compressor units at Natural's Compressor Station Nos. 310 and 311 located respectively near Centralia in Clinton County, Illinois and near Hammond in Piatt County,
Illinois and (v) obtain a pre-determination that rolled-in rate treatment for the costs of the proposed facilities is appropriate. The project has a total estimated cost of
$57.6 million. On February 1, 2012, the FERC issued its Environmental Assessment Report regarding the project and recommended approval of the project subject to standard mitigation
measures for a project of this scope. On May 17, 2012, the FERC approved the project subject to standard environmental conditions. Construction on this project is expected to begin in
May 2014.

6.     ENVIRONMENTAL AND LEGAL MATTERS

Myria,
through its subsidiaries, is subject to a variety of federal, state and local laws that regulate permitted activities relating to air and water quality, waste disposal, and other
environmental matters.

Natural
had established environmental reserves of approximately $3.0 million as of December 31, 2013 and 2012, to address remediation issues associated with four projects,
which are recorded in the balance sheet caption "Other Liabilities and Deferred Credits: Other."

In
August 2007, Natural and Kinder Morgan received an information request from the Illinois Attorney General's Office regarding the presence of polychlorinated biphenyls ("PCBs")
in natural gas transmission lines. Thereafter, in October 2007, Natural received information requests regarding the presence of PCBs in its natural gas transmission lines in Missouri from the
United States Environmental Protection Agency ("EPA"), Region 7 and the Missouri Attorney General's Office. Natural responded to these requests. No proceeding or enforcement actions have been
initiated. However, in April 2010, the EPA issued an Advanced Notice of Proposed Rulemaking ("ANPRM") proposing major changes in the way in which PCBs are regulated for all industries,
including natural gas pipelines. Although most recently the EPA indicated that a Notice of Proposed Rulemaking would be issued that will not substantially increase the PCB compliance for Natural,
there can be no assurance that Natural will not incur additional costs for PCB compliance in the future.

On
January 8, 2010, Natural received a Clean Air Act Section 114 information request from the EPA, Region 5. This information request requires that Natural provides the EPA
with air permit and various other information related to its natural gas pipeline compressor station operations in Illinois. Natural has responded to this information request and believes its natural
gas compressor station operations are in substantial compliance with applicable air quality laws and regulations.

In
2008, Natural conducted a self-audit of Compressor Station 168 and made a report to the Texas Commission on Environmental Quality ("TCEQ") under the Texas Environmental, Health and
Safety Audit Privilege Act disclosing that its actual emissions were higher than the emissions limit in its permit due to inaccuracies with the factors used to quantify the emissions at the time the
facility permitting was completed, but that the actual emissions over time had remained unchanged. Natural then

F-24     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

submitted
a permit application to correct the emissions limits. Following several discussions with the TCEQ staff, the TCEQ voided the permit application and refused to issue the revised permit. The
TCEQ asserts that Natural must conduct further work to obtain a permit, including performing an analysis of additional pollution controls for the facility. Natural believed it was entitled to revise
the facility's emission limits under Texas law and that the TCEQ's voidance of the permit application was improper and therefore appealed the ruling of the TCEQ to the Texas state court. In
March 2013, the state court upheld the TCEQ's decision. Natural did not appeal. In June 2013, the State of Texas (through the Attorney General) filed a civil enforcement action seeking
civil penalties, attorneys' fees and injunctive relief to bring the facility into compliance with its existing permit limits. Natural reached a final settlement agreement with the State in the form of
an Agreed Order which was entered by the court on January 31, 2014. Under that judgment, Natural paid $175,000 in civil penalties and $27,500 in attorneys' fees. The judgment also establishes a
schedule for Natural to obtain a new permit and install pollution control equipment.

In
addition, Natural is involved with and has been identified as a potentially responsible party in several federal and state superfund sites. Environmental reserves will be established
for those sites if and when PipeCo's contribution is believed to be probable and reasonably estimable.

After
consideration of reserves established, the Company believes that costs for environmental remediation and ongoing compliance with these laws will not have a material adverse impact
on its business, cash flows, financial position or results of operations. However, there can be no assurances that future events, such as changes in existing laws, the promulgation of new laws, or the
development of new facts or conditions will not cause the Company to incur significant costs.

William r. Justiss ii et al. v. Natural Gas Pipeline Company of America LLC and Kevin Brown

On January 5, 2009, the trial of the lawsuit styledWilliam R. Justiss II et al. v. Natural Gas
Pipeline Company of America LLC and Kevin Brownwas held in the 62nd Judicial District Court, Lamar County, Texas, in which the owners of seven neighboring
properties near rural Howland,
Texas sued for damages arising from the operation of a natural gas compressor station owned and operated by Natural. At the conclusion of the trial, the jury returned a verdict finding that the
alleged nuisance in the form of noise and odor emitted from the station had existed since 1998 with respect to five of the seven properties in question and found that no nuisance existed for the
remaining two properties. On January 30, 2009, the trial court entered judgment in accordance with the verdict rendered. The total principal amount of all compensatory damages found by the jury
was $1.2 million. The court also awarded $0.7 million in prejudgment interest and court costs. The total judgment amount is $1.9 million.

On
April 30, 2010, the Court of Appeals for the Sixth Appellate District of Texas at Texarkana issued a memorandum opinion that affirmed the trial court's judgment. On
December 14, 2012, the Texas Supreme Court reversed the judgment and remanded the case to the trial court for a new trial on liability and damages.

On
April 3, 2013, the parties reached a settlement agreement which has been fully executed and funded. All claims have been dismissed by the Court, with prejudice, and the matter
is concluded. The settlement did not have a material adverse impact on the Company's business, cash flows, financial position or results of operations.

Brookfield Infrastructure     F-25

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Herscher Illinois Compressor Station Incident

On August 16, 2011, at Natural's Compressor Station No. 201 in Herscher, Illinois, a crew was performing work inside a
compressor building when a flash fire and explosion occurred. Three workers were injured. Natural is working with the Department of Transportation Pipeline and Hazardous Materials Safety
Administration to investigate the cause of the incident.

In
addition, Natural is a defendant in various lawsuits arising from the day-to-day operations of its business. Although no assurance can be given, the Company believes, based on its
experience to date, and with consideration for reserves established, that the ultimate resolution of such matters, including the matters discussed in this Note, will not have a material adverse impact
on its business, cash flows, financial position or results of operations.

Neither
Myria Holdings Inc. nor Myria Acquisition, LLC are subject to any litigation as of December 31, 2013.

7.     PROPERTY PLANT AND EQUIPMENT

Investments in property, plant and equipment, at cost, and accumulated depreciation and amortization are as follows:

Weighted Average
Depreciation Rates

December 31,
2013

December 31,
2012(in thousands)

(in thousands)Natural gas transmission and storage


1.94%

$
1,837,491

$
1,813,999General and other


8.30%


57,821


77,371Construction work in process


n/a


29,130


14,430Total property, plant and equipment





1,924,443


1,905,800Accumulated depreciation and amortization





(302,332
)

(249,730
)Property, plant and equipment, net




$
1,622,111

$
1,656,070


F-26     Brookfield Infrastructure

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MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.     INCOME TAXES

Components of the income tax benefit for federal and state income taxes are as follows:

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six Months Ended
December 31, 2011

Year Ended
June 30, 2011(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Current TaxesU.S.Federal

$
6,235

$


$
(749
)
$
(17,544
)State


993


264


(1,840
)

1,356Total current taxes (Benefit)


7,229


264


(2,589
)

(16,188
)Deferred TaxesU.S.Federal


(78,232
)

(86,961
)

(15,981
)

(9,177
)State


(7,269
)

(12,703
)

689


(301
)Total deferred taxes (Benefit)


(85,501
)

(99,664
)

(15,292
)

8,876Total tax Benefit

$
(78,272
)
$
(99,400
)
$
(17,881
)
$
(7,312
)Effective tax rate


(10.15
)%

(17.36
)%

(2.10
)%

29.66
%


The
difference between the statutory federal income tax rate and our effective income tax rate is summarized as follows:

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six months Ended
December 31, 2011

Year Ended
June 30, 2011(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Federal income tax rate


35.00
%

35.00
%

35.00
%

35.00
%Increase (decrease) as a result ofGoodwill impairment


(25.41
)%

(19.53
)%

(32.83
)%

State and local taxes, net of federal benefit


(0.82
)%

2.34
%

0.05
%

(2.61
)%Permanent items


(0.26
)%

0.45
%




(0.12
)%Other








(0.12
)%

(2.61
)%Effective tax rate


10.15
%

17.36
%

2.10
%

29.66
%


Brookfield Infrastructure     F-27

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred
tax assets and liabilities result from the following:

December 31, 2013

December 31, 2012(in thousands)

(in thousands)Deferred Tax AssetsFinancing costs

$
10,331

$
11,930Environmental costs


1,178


1,176Contributions in aid of construction


16,441


13,012Capitalized interest


8,351


8,032Inventory


2,083


State Tax Credits


2,100


2,178Net Operating Losses


233,954


159,290Other


5,689


8,129Subtotal

$
280,127

$
203,747Less: Valuation Allowance


(1,813
)

(1,050
)Total deferred tax assets

$
278,314

$
202,697Deferred Tax LiabilitiesProperty, plant and equipment

$
397,275

$
406,218Amortization of regulatory assets


5,112


5,381Partnership income


10,445


9,907Derivatives


1,061


1,759Capitalized interest


9,223


8,903Other


284


1,116Total deferred tax liabilities

$
423,400

$
433,284Current deferred tax liabilities


(953
)

53Noncurrent deferred tax liabilities


146,039


230,534Net deferred tax liabilities

$
145,086

$
230,587


Unrecognized Tax Benefits

Under ASC 740-10, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the
tax position will be sustained on examination by the taxing authorities, based not only on the technical merits of the tax position based on tax law, but also the past administrative practices and
precedents of the taxing authority. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate resolution.

In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At December 31, 2013, based upon the level
of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company
will realize the benefits of all deductible temporary differences with the exception of certain state net operating losses. Therefore, the

F-28     Brookfield Infrastructure

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MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

company
has recorded a valuation allowance against a portion of deferred tax assets for state net operating losses that it considers not more likely than not of being realized within their respective
carry forward periods. The amount of valuation allowance at the end of the period is $2.8 million.

A
reconciliation of gross unrecognized tax benefits is as follows:

December 31, 2013

December 31, 2012(in thousands)

(in thousands)Balance at beginning of period

$
8,058

$
4,540Prior year tax positions


(16
)

Settlements with taxing authorities


(2,595
)

4,048Lapse in statute of limitations





(531
)Balance at end of period

$
5,447

$
8,057


The
Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2013 and December 31, 2012, the
Company had $0.8 million and $1.3 million of accrued interest and $0.8 million and $0.4 million of accrued penalties, respectively. As of December 31, 2011 and
June 30, 2011, the Company had $0.9 million and $1.3 million of accrued interest and $0.4 million and $0.4 million of accrued penalties, respectively. The Company
believes it is reasonably possible that its liability for unrecognized tax benefits will decrease by $2.2 million during the next twelve months, and believes $2.2 million of the
unrecognized tax benefits on its Consolidated Balance Sheets at December 31, 2013 would affect its effective tax rate in future periods in the event those unrecognized tax benefits were
recognized.

The
Company is subject to taxation and has tax years open to examination for the periods 2007-2012 in the United States, and 2007-2012 in various states.

9.     FINANCING

Consolidated indebtedness was as follows:

Current Maturities of long-term debt:

December 31, 2013

December 31, 2012(in millions)

(in millions)Senior Secured Credit Facility, Mandatory Prepayments

$
50

$
15$
50

$
15Long-term debt:PipeCo Senior Secured Credit Facility, Non-current


599


660PipeCo 7.119% Senior Notes Due December 15, 2017


1,250


1,250PipeCo 9.625% Senior Notes Due June 1, 2019


550


550PipeCo 7.768% Senior Notes Due December 15, 2037


500


500Unamortized debt (discount) / premium on PipeCo Senior Notes, net


20


23Myria Senior Notes payable to related parties





1,634Myria Senior Notes, interest payable in kind





212,919


4,638Total debt

$
2,969

$
4,653


Brookfield Infrastructure     F-29

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pipeco Financing

The 7.119% and 7.768 senior notes are redeemable in whole or in part, at our option at any time, at a price equal to 100% of the
principal amount of the notes plus accrued interest to the redemption date plus a make-whole premium. The indenture for the senior notes includes covenants that, among other things, limits PipeCo's
ability and the ability of its subsidiaries to (i) create liens that secure debt, (ii) enter into sale-leaseback transactions, (iii) incur debt, subject to a leverage test,
(iv) enter into business outside our present business and (v) merge or consolidate with, or sell, lease or transfer assets substantially as an entirety to another entity. In addition, if
PipeCo experience certain kinds of changes of control coupled with a ratings downgrade such that the notes cease to have an investment grade rating, it must give the holders of the notes the
opportunity to sell their senior notes to PipeCo at 101% of their principal amount, plus accrued and unpaid interest. As discussed below, the 6.514% senior notes due December 15, 2012 have been
repaid in full.

On
May 25, 2012, PipeCo closed on its previously announced refinancing plans. This refinancing included (i) the issuance of $550 million of 9.625% senior notes
("2019 Senior Notes") due June 1, 2019, (ii) a new $775 million senior secured credit facility ("Credit Facility") comprised of (1) $700 million of term loans and
(2) a $75 million revolving credit facility. In addition, in conjunction with the refinancing, Myria and Kinder Morgan contributed $60 million and $15 million,
respectively, of additional equity capital. The proceeds from these debt offerings and capital contributions were used principally to retire
approximately $1.21 billion of the $1.25 billion outstanding of the 6.514% senior notes due December 2012 ("2012 Senior Notes"). In conjunction with this refinancing, PipeCo
recorded a $41.8 million loss on early extinguishment of debt. This loss included (i) cash premiums of $40.9 million paid to retire its 2012 Senior Notes and
(ii) $0.9 million to write off the unamortized debt expenses related to its 2012 Senior Notes and its previous $75 million credit facility, which was terminated concurrently with
the closing of the refinancing. The remaining $0.04 billion of our 2012 Senior Notes outstanding were retired in December 2012.

Interest
on the 2019 Senior Notes is due on June 1 and December 1 of each year, commencing on December 1, 2012. PipeCo may redeem all or part of the 2019 Senior
Notes at its option, at any time, at a price equal to 100% of the principal amount of the notes redeemed plus accrued interest to the redemption date plus a redemption premium per the terms of the
offering. If PipeCo sells certain of its assets or experience specific kinds of changes of control, it may be required to repurchase all or a portion of the 2019 Senior Notes. The 2019 Senior Notes
are secured by a first priority lien on the capital stock of its two direct operating subsidiaries, Natural and Kinder Morgan Illinois Pipeline LLC (the "Shared Collateral"), which
collateral will also equally and ratably secure the obligations under the Credit Facility and 2017 Senior Notes and 2037 Senior Notes outstanding. However, the liens on the Shared Collateral will
automatically be released with respect to the 2019 Senior Notes if and to the extent such liens no longer secure any 2017 Senior Notes, 2037 Senior Notes or any replacement notes (whether as a result
of a payment in full of such notes or otherwise), which may occur upon the repayment in full of our Credit Facility. Prior to the date, if ever, that the lien on the Shared Collateral securing the
notes is released, the 2019 Senior Notes will be the senior secured obligations and will be effectively equal in right of payment with all of the existing and future senior secured indebtedness
secured by the Shared Collateral to the extent of the value of the Shared Collateral, but will be effectively junior in right of payment to the existing and any future senior secured indebtedness that
is secured by collateral other than the Shared Collateral. The indenture that governs the 2019 Senior Notes includes covenants that, among other things, limits PipeCo's ability and the ability of its
subsidiaries to (i) incur or guarantee additional indebtedness or issue certain preferred stock, (ii) pay

F-30     Brookfield Infrastructure

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MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

dividends
on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness, (iii) transfer or sell assets and (iv) consolidate, merge or transfer all or
substantially all of our assets. PipeCo incurred $7.4 million of issuance costs in connection with the 2019 Senior Notes.

Also
on May 25, 2012, PipeCo entered into a new $775 million Credit Facility due September 15, 2017, with a syndicate of lenders and Credit Suisse AG, as
Administrative Agent. The Credit Facility is comprised of (i) term loans on the closing date in an aggregate principal amount of $700 million and (ii) revolving loans that may be
made at any time and from time to time prior to the maturity date, in an aggregate principal amount at any time outstanding (when taken together with the face amount of letters of credit then
outstanding) not to exceed $75 million. The proceeds from the Credit Facility term loans were used, together with the proceeds from the 2019 Senior Notes described above, to retire
substantially all of the then outstanding 2012 Senior Notes. The proceeds from the revolving loans, if any, may be used for general corporate purposes. Loans outstanding under the Credit Facility are
secured by the Shared Collateral, as described above. Term loans under the credit facility are subject to mandatory prepayment provisions under the terms of the agreement. Mandatory prepayments under
the terms of the agreement include (i) fixed prepayments each June and December, primarily of $25 million each until December 2016 (however, only $7.5 million each in June
and December 2013), then increasing to $30 million each and (ii) variable prepayment amounts, generally equal to 60% of "Excess Cash Flow" on a semi-annual basis. In general,
Excess Cash Flow is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") less (i) interest expense, (ii) fixed prepayments of term loans,
(iii) capital expenditures, (iv) financing fees and expenses and (v) payments of income tax liabilities. The Credit Facility also includes covenants, which limit us similarly to
the covenants applicable to the 2019 Senior Notes, as described above. In addition, the Credit Facility also contains financial covenants that require PipeCo to maintain certain debt and interest to
earnings ratios, as well as limits on capital expenditures. As of December 31, 2013 and 2012, PipeCo was in compliance with all of its debt covenants. PipeCo incurred $23.9 million of
issuance costs in connection with the Credit Facility.

On
March 28, 2013, PipeCo amended the terms of the Credit Facility to reduce the minimum required interest Coverage Ratio and increase the maximum Total Leverage Ratio in certain
future periods in exchange for an amendment fee, an extension of call protection provided to lenders and an increase in the variable prepayment amount from 60% to 100% of Excess Cash Flow when the
Total Leverage Ratio is greater than 7.00 to 1.00.

Loans
under the Credit Facility can be either Alternate Base Rate ("ABR") loans or "Eurodollar" loans. The interest rate on ABR loans equals the ABR plus an applicable margin. The ABR is
equal to the greatest of (i) the prime rate in effect on such day, (ii) the Federal Funds rate in effect on such day plus 1/2 of 1.00% and (iii) the Adjusted LIBO
Rate (the greater of (1) 1.25% per annum and (2) the product of (a) the LIBO Rate in effect for such interest period and (b) statutory reserves) as of such date for
a one-month interest period plus 1.00%. The interest rate on Eurodollar loans equals the Adjusted LIBO Rate for the applicable interest period plus an applicable margin.

PipeCo
currently anticipates remaining in compliance with the financial covenants throughout 2014. However, if future operating performance leads to, or is anticipated to lead to,
noncompliance, there are various means by which PipeCo can mitigate such noncompliance, including an equity contribution from PipeCo's parent. The terms of the PipeCo's Credit Facility allow for
parent company equity contributions, subject to certain limitations, to be included in the EBITDA amount within the calculation of the Interest Coverage Ratio and Maximum Total Leverage Ratio
covenants. Myria has directed NGPL HoldCo LLC, the indirect parent of PipeCo, to maintain no less than $20 million in

Brookfield Infrastructure     F-31

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

cash
to be contributed to prevent or cure a PipeCo financial covenant default as contained in Article 6 of the Credit Facility during the remainder of 2014. As of the date of this report, NGPL
HoldCo LLC had a cash balance of $50 million available for contribution to PipeCo.

Through
December 31, 2013, PipeCo made no revolving loans under the Credit Facility. As of December 31, 2013, PipeCo has $649 million of Eurodollar term loans
outstanding under the credit facility at an interest rate of 6.75%.

The
estimated fair value of the PipeCo Senior Notes was estimated to be $2.7 billion and $3.2 billion at December 31, 2013 and 2012, respectively.

Myria Acquisition Financing

On May 25, 2012, concurrent with the PipeCo refinancing previously discussed, Myria Acquisition repaid in full all outstanding
balances under its Credit Agreement and cash settled the then outstanding associated interest rate swap. Myria Acquisition recorded a loss on early extinguishment of $1.9 million consisting of
the write-off of unamortized debt financing costs associated with the Credit Agreement repayment, and recorded a $65.3 million charge to interest expense associated with the swap settlement.
Myria Acquisition received cash contributed from Myria Holdings Inc. to complete the debt repayment and swap settlement. Subsequent to this repayment, Myria Acquisition had no
outstanding debt.

Myria Senior Notes Outstanding


1,327,961PIK Interest paid to date


515,312Myria Senior Notes and PIK Interest contributed from shareholders


(1,843,273
)Balance outstanding at December 31, 2013





The
Credit Agreement was entered into on February 15, 2008, with a syndicate of lenders to fund its 80% acquisition of the PipeCo. Interest related to the Credit Agreement was
calculated at three-month or one-month LIBOR at Myria's option selected in advance, plus a credit margin of 3.25% to 3.5% depending on certain financial covenants. In accordance with a related Pledge
and Security Agreement, Myria Acquisition granted the Administrative Agent a first priority perfected lien on its 800 shares of PipeCo and certain personal property. Borrowings under this
Credit Agreement were subordinate to the debt agreements with PipeCo. The Credit Agreement also contained financial covenants over Myria Acquisition's financial position, and required quarterly
amortization payments and quarterly excess cash flow payments.

Myria Holdings Senior Notes

On December 19, 2013 the holders of the Myria Senior Notes unanimously agreed to contribute 100% of the Myria Senior Notes and
all associated paid in kind interest ("PIK Interest) to the Company as follows:

These
Senior Notes were issued on February 15, 2008, to a syndicate of investors who are also the equity owners of the Company.

F-32     Brookfield Infrastructure

---





MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Note Purchase Agreement ("NPA") under which the Notes were issued was amended in September and December 2010. As amended, interest related to the NPA
was 11.5% per annum payable quarterly in arrears on the 19th of February, May, August and November starting February 2011. Any overdue payment of principal or interest was subject to
additional penalty interest at a rate of 13.5% per annum. The NPA did not convey a security interest in the interests of Myria Acquisition nor did it contain any financial covenants, although it did
grant a first priority lien on all properties acquired by Myria subsequent to February 15, 2008. Additionally, Myria Holdings Inc. could elect to pay all or any portion of the interest
on the notes as "payment in kind," with the amount of such interest being added to the outstanding principal amount of the notes on such interest payment date. Such paid-in-kind interest
("PIK Interest") was deemed paid on the quarterly payment date in the same manner as any interest paid in cash, and such PIK Interest would thereafter accrue interest. Myria
Holdings Inc. was unconditionally obligated to prepay in cash all then outstanding principal of the notes constituting PIK Interest by February 2016, which is the fifth anniversary of
the first date PIK Interest was paid. Additionally, the Myria Senior Notes contained resale restrictions generally requiring the consent of more than 75% of the Myria stockholders, excluding the
consent of the stockholder proposing to make such sale.

Maturities of Indebtedness

Maturities of long-term debt for the five years ending December 31, 2018, include the repayment of the 2017 Senior Notes and the
Credit Facility. The $50 million of repayments due on the Credit Facility in 2014 are reported in the balance sheet caption "Current Liabilities: Current Maturities of Long-term Debt."
Excluding any potential timing effects related to Excess Cash Flow prepayments on the Credit Facility, principal repayments required on the Senior Notes and credit facility are as follows:

Calendar year

Maturities(In millions)2014

$
502015

$
502016

$
552017

$
1,7442018

$
Thereafter

$
1,050Total Maturities

$
2,949Unamortized debt premium

$
20Total Debt

$
2,969


10.   SHAREHOLDERS' EQUITY

The Company is authorized to issue 1,000,000 shares of common stock with a par value of $0.01 per share. Holders of common stock are entitled to one vote
per share on all matters to be voted upon by stockholders of the Company. On February 15, 2008, the Company sold 10,000 shares of its common stock and raised $1.0 billion
of proceeds.

Proceeds
of the sale were used in connection with the acquisition of PipeCo.

Brookfield Infrastructure     F-33

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In
May 2012, Myria completed a deleveraging plan whereby $600 million of additional equity capital was contributed by participating shareholders. The plan made provision
for shareholders who were willing, but unable, to make the necessary capital contribution. In such case, these non-participating shareholders did not contribute cash to Myria but instead exchanged a
portion of their Myria Holdings Senior Notes ("Senior Notes) and common stock thereby diluting their ownership interest. Two owners contributed a total of $5.4 million in Senior Notes principal
and 42.67 shares of common stock under these provisions.

11.   RISK MANAGEMENT

The Company, through its subsidiaries, enters into derivative contracts for the purpose of hedging exposures that accompany its normal business activities.
Natural's normal business activities expose it to risks associated with changes in the market price of natural gas and associated transportation costs. Specifically, these risks are associated with
(i) pre-existing or anticipated physical natural gas sales, (ii) natural gas purchases and (iii) natural gas system use and storage. Price changes in natural gas are often caused
by shifts in the supply and demand for this commodity, as well as its locations.

As
of December 31, 2013, Natural entered into the following outstanding commodity forward contracts to hedge its forecasted energy commodity sales:

Net Open Position Long/(Short)DERIVATIVES DESIGNATED AS HEDGING CONTRACTSNatural gas fixed price

(6.3) billion cubic feetNatural gas basis

(6.3) billion cubic feet


Additionally,
Myria Acquisition entered into an interest rate swap with a $600 million notional balance for the purpose of converting the floating rate on its $600 million
Credit Agreement to a fixed rate. By employing this strategy, Myria Acquisition minimized its exposure to volatility in market interest rates. This swap was designated and initially qualified as a
cash flow hedge.

However,
beginning in December 2010 Myria Acquisition began making principal repayments on its Credit Agreement. The resulting difference between the principal balance of the
Credit Agreement and the $600 million notional balance of the swap caused $0.2 million gain of ineffectiveness to be recognized in current earnings as a reduction to interest expense for
the year ended December 31, 2012 and $5.7 million and $12.3 million of ineffectiveness to be recognized in current earnings as interest expense for the six and twelve months ended
December 31, 2011 and June 30, 2011, respectively. In April 2012, hedge accounting was discontinued when it became probable that the interest rate swap would be settled early in
connection with the Company's refinancing plans. As a result, changes in the fair value of the swap from April onwards totaling $9.3 million were recorded directly into earnings as interest
expense. In May 2012, Myria Acquisition cash settled the swap concurrent with the repayment of the Credit Agreement thereby extinguishing both. At settlement, Myria Acquisition recognized a
$65.3 million loss on the swap settlement which was recorded directly into earnings as interest expense.

F-34     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The
following tables summarize the pre-tax impact of Natural and Myria Acquisition's derivative contracts on the Consolidated Statements of Operations:

Amount of gain/(loss) recognized in OCI on derivative
(effective portion)(in thousands)
Derivatives in cash flow hedging relationships

Year Ended
December 31, 2013

Year Ended
December 21, 2012

Six Months
Ended
December 31, 2011

Year Ended
June 30, 2011(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Interest rate swap

$


$
3,430

$
(23,009
)
$
(3,716
)Energy commodity derivative contracts


2,797


2,929


18,967


15,596$
2,797

$
6,359

$
(4,042
)
$
11,880




Amount of gain/(loss) reclassified from Accumulated OCI into income
(effective portion)(in thousands)
Location of gain/(loss) reclassified from Accumulated OCI into income (effective portion)

Year Ended
December 31, 2013

Year Ended
December 21, 2012

Six Months
Ended
December 31, 2011

Year Ended
June 30, 2011(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Interest expense

$


$


$


$
Operating revenues: Natural gas sales


4,612


2,858


20,693


30,5751$
4,612

$
2,858

$
20,693

$
30,751




Amount of gain/(loss) recognized in income on derivative
(ineffective portion and amount excluded from effectiveness testing)(in thousands)
Location of gain/(loss) recognized in
income on derivative (ineffective portion)

Year Ended
December 31, 2013

Year Ended
December 21, 2012

Six Months
Ended December 31, 2011

Year Ended
June 30, 2011(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Interest expense

$


$
236

$
(5,747
)
$
(12,276
)Operating revenues: Natural gas sales

$


$
21

$


$$


$
257

$
(5,747
)
$
(12,276
)




Amount of gain/(loss) recognized in income on derivative(in thousands)
Derivatives not designated
as hedge contracts

Location of gain/(loss)
recognized in
income on derivative

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Six Months Ended
December 31, 2011

Year Ended
June 30, 2011(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Interest rate swap

Interest expense

$


$
(74,968
)
$


$
Energy commodity derivative contracts

Operating revenues: Natural gas sales

$


$
(62
)
$


$
740


Brookfield Infrastructure     F-35

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarized the fair values of Naturals derivative contracts and classifications in the Consolidation Balance Sheets as of
December 31, 2013 and 2012:

Asset derivatives

Liability derivatives(in thousands)



December 31,
2013

December 31,
2012

December 31,
2013

December 31,
2012(Not covered by
Auditor's Report)

(Not covered by
Auditor's Report)Derivatives designated as hedging contracts

Balance sheet location


Fair value of derivatives


Fair value of derivativesEnergy commodity derivative contracts

Other, Current

$
730

$
2,401

$
(468
)
$
(324
)Energy commodity derivative contracts

Other, Non-current











Total derivatives



$
730

$
2,401

$
(468
)
$
(324
)


Natural expects to reclassify $0.2 million from accumulated other comprehensive income (loss) into earnings during the next twelve months
when the associated forecasted sales and purchases are also expected to occur. As of December 31, 2013, the maximum length of time over which Natural has hedged its exposure to commodity price
risk is through December 2014.

Natural
gas and Myria Acquisition had counterparty credit risk as a result of these financial derivative contracts. Counterparties consist primarily of financial institutions, major
energy companies and local distribution companies. This concentration of counterparties may affect the Company's overall exposure to credit risk, either positively or negatively, in that the
counterparties may be similarly affected by changes in economic, regulatory or other conditions. The Company maintains credit policies to minimize this credit risk. These policies include
(i) an evaluation of potential counterparties' financial condition (including credit ratings), (ii) collateral requirements under certain circumstances and (iii) the use of
standardized agreements, which allow for netting of positive and negative exposure associated with a single counterparty. Based on these policies, exposure, credit and other reserves, the Company does
not anticipate a material adverse effect on our financial position, results of operations or cash flows as a result of potential counterparty non-performance.

Over-the-counter
swaps and options are entered into with counterparties outside central trading organizations such as a futures, options or stock exchanges. These contracts are with a
number of parties, all of which have investment grade credit ratings. While derivative transactions are entered into principally with investment grade counterparties and their credit ratings are
actively monitored, it is nevertheless possible that from time to time losses will result from counterparty credit risk.

In
conjunction with Natural's purchase of exchange- traded derivative contracts or when the market value of derivative contracts with specific counterparties exceeds established limits,
Natural is required to provide collateral to its counterparties, which may include posting letters of credit or placing cash in margin accounts. Natural had no outstanding letters of credit at
December 31, 2013 and 2012 in support of its hedging of commodity price risks associated with the sale of natural gas. Natural also has agreements with certain counterparties to its derivative
contracts that contain provisions

F-36     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

requiring
the Company to post additional collateral upon a decrease in its credit rating. As of December 31, 2013, we had cash margin deposits totaling $1.6 million, reported in the
caption
"Restricted Deposits" on the Consolidated Balance Sheets. As of December 31, 2013, Natural had no derivative instruments with credit-risk-related contingent features in a net liability position
and would not have to post additional collateral if a downgrade was triggered.

Certain
of Natural's derivative contracts are subject to master netting agreements. As of December 31, 2013 and 2012, the Company presented the fair value of its derivative
contracts on a gross basis on the accompanying Consolidated Balance Sheets.

The
following tables present derivative contracts subject to such netting agreements as of the dates indicated (in thousands):

Offsetting of Financial Assets and Derivative AssetsGross Amounts not Offset in
the Balance SheetGross
Amounts of
Recognized
Assets

Gross
Amounts
Offset in the
Balance
Sheet

Amounts
of Assets
Presented
in the
Balance
Sheet

Financial
Instruments

Cash
Collateral
Held(a)

Net AmountAs of December 31, 2013Energy commodity derivative contracts

$
730




$
730

$
(468
)



$
262As of December 31, 2012Energy commodity derivative contracts

$
2,401




$
2,401

$
(178
)



$
2,223




Offsetting of Financial Assets and Derivative AssetsGross Amounts not Offset in
the Balance SheetGross
Amounts of
Recognized
Assets

Gross
Amounts
Offset in the
Balance
Sheet

Amounts
of Assets
Presented
in the
Balance
Sheet

Financial
Instruments

Cash
Collateral
Held(b)

Net AmountAs of December 31, 2013Energy commodity derivative contracts

$
(468
)



$
(468
)
$
468

$
1,556

$
1,556As of December 31, 2012Energy commodity derivative contracts

$
(324
)



$
(324
)
$
(178
)



$
(146
)


(a)Cash margin deposits held associated with energy commodity contract positions and OTC swap
agreements and reported within "Current Liabilities: Other liabilities" in the accompanying Consolidated Balance Sheets.(b)Cash margin deposits posted associated with energy commodity contract positions and OTC swap agreements and
reported within "Current Assets: Other" in the accompanying Consolidated Balance Sheets.


Brookfield Infrastructure     F-37

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12.   FAIR VALUE MEASUREMENTS

U.S. GAAP includes a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework
defines three levels of inputs to the fair value measurement process, and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant
to the fair value measurement in its entirety. The three broad levels of inputs defined by the disclosure framework are as follows:

»
level 1 inputsquoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at
the measurement date

»
level 2 inputsinputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and

»
level 3 inputsunobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that
market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity's
own data).

Derivative
contracts can be exchange-traded or over-the- counter ("OTC"). Exchange-traded derivative contracts typically fall within Level 1 of the fair value hierarchy if they
are traded in an active market. PipeCo and its affiliated companies value exchange-traded derivative contracts using quoted market prices for identical securities. OTC derivatives are valued using
models utilizing a variety of inputs including contractual terms and commodity and interest rate curves. The selection of a particular model and particular inputs to value an OTC derivative contract
depends upon the contractual terms of the instrument as well as the availability of pricing information in the market. PipeCo and its affiliated companies use similar models to value similar
instruments. For OTC derivative contracts that trade in liquid markets, such as generic forwards and swaps, model inputs can generally be verified and model selection does not involve significant
management judgment. Such contracts are typically classified within Level 2 of the fair value hierarchy.

Certain
OTC derivative contracts trade in less liquid markets with limited pricing information, and the determination of fair value for these derivative contracts is inherently more
difficult. Such contracts are classified within Level 3 of the fair value hierarchy. The valuations of these less liquid OTC derivatives are typically impacted by Level 1 and/or
Level 2 inputs that can be observed in the market, as well as unobservable Level 3 inputs. Use of a different valuation model or different valuation input values could produce a
significantly different estimate of fair value. However, derivative contracts valued using inputs unobservable in active markets are generally not material to our financial statements.

When
appropriate, valuations are adjusted for various factors including credit considerations. Such adjustments are generally based on available market evidence. In the absence of such
evidence, management's best estimate is used.

F-38     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The
following two tables summarize the fair value measurements of derivative contracts, based on the three levels established by U.S. GAAP and does not include cash margin
deposits reported in the balance sheet caption "Restricted Deposits":

Asset fair value measurements using
(amounts in thousands)Total

Quoted prices in
active markets for
identical assets
(Level 1)

Significant other
observable inputs
(Level 2)

Significant
unobservable
inputs (Level 3)As of December 31, 2013Energy commodity derivative contracts

$
730

$
299

$
431


As of December 31, 2012Energy commodity derivative contracts

$
2,401




$
2,401







Liability fair value measurements using
(amounts in thousands)Total

Quoted prices in
active markets for
identical assets
(Level 1)

Significant other
observable inputs
(Level 2)

Significant
unobservable
inputs (Level 3)As of December 31, 2013Energy commodity derivative contracts

$
(468
)
$
(455
)
$
(13
)

As of December 31, 2012Energy commodity derivative contracts

$
(324
)



$
(324
)




Brookfield Infrastructure     F-39

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table provides a summary of changes in the fair value of the Level 3 derivative contracts:

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Year Ended
December 31, 2013

Year Ended
December 31, 2012(in thousands)

(in thousands)

(in thousands)

(in thousands)(Not covered by Auditor's Report)

(Not covered by Auditor's Report)Derivatives  net asset (liability)Beginning balance

$


$
(145
)
$
(1,402
)
$
(1,950
)Total gains or (losses):Included in earnings











113Included in other comprehensive income





(145
)

(1,739
)

(3,305
)Settlements








2,996


3,740Ending balance

$


$


$
(145
)
$
(1,402
)The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets
held at the reporting date

$


$


$


$



The
following table provides a summary of changes in goodwill based on Level 3 inputs:

Goodwill(in thousands)Goodwill

$
5,164,184Accumulated impairment charges recorded to expense


(1,686,126
)Balance as of June 30, 2010 (Not covered by Auditor's Report)

$
4,278,059Impairment charges recorded to expense


Balance as of June 30, 2011 (Not covered by Auditor's Report)

$
4,278,059Impairment charges recorded to expense


(800,000
)Balance as of December 31, 2011 (Not covered by Auditor's Report)

$
3,478,058Impairment charges recorded to expense


(319,460
)Balance as of December 31, 2012

$
3,158,598Impairment charges recorded to expense


(560,042
)Balance as of December 31, 2013

$
2,598,556


F-40     Brookfield Infrastructure

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13.   COMMITMENTS AND CONTINGENT LIABILITIES

(a)   Leases

Expenses incurred under operating leases were $1.4 million and $1.5 million for the years ended December 31, 2013 and 2012, respectively, and
$1.6 million and $2.2 million for the six and twelve months ended December 31, 2011 and June 30, 2011, respectively.

Future
minimum commitments under non-cancelable operating leases as of December 31, 2013 are as follows:

Fiscal Year

Operating Leases(in thousands)2014


4342015


4472106


4612017


4752018


489Thereafter


40Total

$
2,346


(B)  Capital Expenditures

Approximately $9.4 million had been committed for the purchase of property, plant and equipment at December 31, 2013.

14.   CONCENTRATION OF CREDIT RISK

Natural had one customer that accounted for 16.3% of total revenues for the year ended December 31, 2013. Natural had one customer that accounted for 14.3%
of total revenues for the year ended December 31, 2012.

Natural's
principal delivery market area encompasses the states of Illinois, Indiana and Iowa and secondary markets in portions of Wisconsin, Nebraska, Kansas, Missouri and Arkansas.
Natural is the largest transporter of natural gas to the Chicago market. During the year ended December 31, 2013,
Natural delivered an average of 1.99 trillion Btus per day of natural gas to this market. Natural's storage capacity is largely located near its transportation delivery markets, effectively
serving the same customer base. Natural has a number of individually significant customers, including local natural gas distribution companies in the greater Chicago area and major natural gas
marketers and approximately 60% of its tariff service revenues are attributable to its ten largest customers. Natural mitigates credit risk by requiring collateral or financial guarantees and letters
of credit from customers with specific credit concerns. In support of credit extended to certain customers, Natural had received prepayments of $11.3 million and $2.5 million as of
December 31, 2013 and 2012, respectively, included in the balance sheet caption "Current Liabilities: Other."

Brookfield Infrastructure     F-41

---



MYRIA HOLDINGS INC. AND SUBSIDIARIES

ANNUAL REPORT DECEMBER 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15.   SUBSEQUENT EVENTS

During the first quarter of 2014, PipeCo purchased 4.3 million dekatherms of system gas for approximately $30.5 million. This purchase was made to
supplement the increased usage for its northern customers during severe weather.

Management
has performed an evaluation of subsequent events through April 30, 2014, the date the company's consolidated financial statements were available to be issued and no
other events occurred requiring disclosure.

F-42     Brookfield Infrastructure

---





ITEM 19.    EXHIBITS

Number

Description1.1*

Certificate of registration of Brookfield Infrastructure Partners L.P., registered as of May 29, 2007incorporated by reference to Exhibit 1.1 to our partnership's Registration Statement on
Form 20-F filed July 31, 2007. (With regard to applicable cross-references in this report, our partnership's registration statement was filed with the SEC under File No. 1-33632).1.2*

Second Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated March 28,
2014.4.1*

Third Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated March 28,
2014.4.2*

Amended and Restated Master Services Agreement, dated March 28, 2014, by and among Brookfield Asset Management Inc.,
Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., and others.4.3*

Amended and Restated Relationship Agreement, dated March 28, 2014, by and among Brookfield Asset Management Inc.,
Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., and others.4.4*

Registration Rights Agreement, dated December 4, 2007, between Brookfield Infrastructure Partners L.P. and Brookfield
Asset Management Inc.incorporated by reference to Exhibit 4.4 to our partnership's Registration Statement on Form 20-F/A filed December 13, 2007.8.1*

Significant Subsidiaries (as defined in §210.1-02 (w) of Regulation S-X) of Brookfield Infrastructure
Partners L.P. (Incorporated by reference to Item 4, "Information on the Company").12.1

Certification of Samuel Pollock, Chief Executive Officer, Brookfield Infrastructure Group L.P., pursuant to Section 302
of theSarbanes-Oxley Act of 2002.12.2

Certification of Bahir Manios, Chief Financial Officer, Brookfield Infrastructure Group L.P., pursuant to Section 302
of theSarbanes-Oxley Act of 2002.13.1

Certification of Samuel Pollock, Chief Executive Officer, Brookfield Infrastructure Group L.P., pursuant to 18 U.S.C.
Section 1350, as adopted to Section 906 of theSarbanes-Oxley Act of 2002.13.2

Certification of Bahir Manios, Chief Financial Officer, Brookfield Infrastructure Group L.P., pursuant to 18 U.S.C.
Section 1350, as adopted to Section 906 of theSarbanes-Oxley Act of 2002.15.1*

Consent of Deloitte LLP, independent registered chartered accountants, relating to the incorporation of the consolidated
financial statements of Brookfield Infrastructure Partners L.P. into this Annual Report on Form 20-F.*15.2

Consent of PricewaterhouseCoopers LLP relating to the incorporation of the consolidated financial statements of Myria
Holdings Inc. into the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 28, 2014.


*Incorporated
by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 28, 2014.


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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing an annual report on Form 20-F and that
it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Dated:
April 30, 2014

BROOKFIELD INFRASTRUCTURE PARTNERS L.P. by its
general partner, Brookfield Infrastructure Partners LimitedBy:

/s/ DON MACKENZIE Name: Don Mackenzie
Title:Director


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