As filed with the Securities and Exchange Commission on March 28, 2014



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington D.C. 20549

FORM 20-F

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

(Address of principal executive offices)

73 Front Street
Hamilton, HM 12, Bermuda
+1-441-294-3309(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.Yes ý No o

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.Yes o
No ý

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.Yes ý No o

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).Yes o
No o

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 filer ý

Accelerated filer o

Non-accelerated filer o


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

o U.S. GAAP

ý International Financial Reporting Standards as issued by the International Accounting Standards Board

o Other


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 17 o Item 18 o

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).Yes o No ý





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TABLE OF CONTENTS

PAGEINTRODUCTION AND USE OF CERTAIN TERMS


1FORWARD-LOOKING STATEMENTS


3PART I


7Item 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS


7Item 2.

OFFER STATISTICS AND EXPECTED TIMETABLE


7Item 3.

KEY INFORMATION


73.A

SELECTED FINANCIAL DATA


73.B

CAPITALIZATION AND INDEBTEDNESS


83.C

REASONS FOR THE OFFER AND USE OF PROCEEDS


83.D

RISK FACTORS


8Item 4.

INFORMATION ON THE COMPANY


424.A

HISTORY AND DEVELOPMENT OF BROOKFIELD INFRASTRUCTURE


424.B

BUSINESS OVERVIEW


494.C

ORGANIZATIONAL STRUCTURE


624.D

PROPERTY, PLANTS AND EQUIPMENT


65Item 4A.

UNRESOLVED STAFF COMMENTS


65Item 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS


65Item 6.

DIRECTORS AND SENIOR MANAGEMENT


986.A

DIRECTORS AND SENIOR MANAGEMENT


986.B

COMPENSATION


1066.C

BOARD PRACTICES


1066.D

EMPLOYEES


1106.E

SHARE OWNERSHIP


110Item 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


1117.A

MAJOR SHAREHOLDERS


1117.B

RELATED PARTY TRANSACTIONS


1127.C

INTEREST OF EXPERTS AND COUNSEL


122Item 8.

FINANCIAL INFORMATION


1228.A

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION


1228.B

SIGNIFICANT CHANGES


122Item 9.

THE OFFER AND LISTING


1239.A

PRICING HISTORY


1239.B

PLAN OF DISTRIBUTION


1249.C

MARKET


1249.D

SELLING SHAREHOLDERS


1249.E

DILUTION


1249.F

EXPENSES OF THE ISSUE


124Item 10.

ADDITIONAL INFORMATION


12510.A

SHARE CAPITAL


12510.B

MEMORANDUM AND ARTICLES OF ASSOCIATION


12510.C

MATERIAL CONTRACTS


14710.D

EXCHANGE CONTROLS


14710.E

TAXATION


14710.F

DIVIDENDS AND PAYING AGENTS


17810.G

STATEMENT BY EXPERTS


17810.H

DOCUMENTS ON DISPLAY


17810.I

SUBSIDIARY INFORMATION


179


i

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PAGEItem 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT NON-PRODUCT RELATED MARKET RISK


179Item 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


179PART II


180Item 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES


180Item 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS


180Item 15.

CONTROLS AND PROCEDURES


180Item 16A.

AUDIT COMMITTEE FINANCIAL EXPERT


181Item 16B.

CODE OF ETHICS


181Item 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


181Item 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE


181Item 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASER


182Item 16F.

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT


182Item 16G.

CORPORATE GOVERNANCE


182Item 16H.

MINE SAFETY DISCLOSURES


182PART III


183Item 17.

FINANCIAL STATEMENTS


183Item 18.

FINANCIAL STATEMENTS


183Item 19.

EXHIBITS


183


ii

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INTRODUCTION AND USE OF CERTAIN TERMS

Unless otherwise specified, information provided in this annual report on Form 20-F is as of December 31, 2013.

Unless
the context requires otherwise, when used in this annual report on Form 20-F, the terms "Brookfield Infrastructure", "we", "us" and "our" refer to Brookfield Infrastructure
Partners L.P., collectively with its subsidiary entities and the operating entities (as defined below). All dollar amounts contained in this annual report on Form 20-F are
expressed in U.S. dollars and references to "dollars", "$", "US$" or "USD" are to U.S. dollars, all references to "C$" or "CAD" are to Canadian dollars, and all references to "A$" are to
Australian dollars. In addition, all references to "£" or "GBP" are to pound sterling, all references to "NZD" are to New Zealand dollars, all references to "€" or
"EUR" are to Euros, and unless the context suggests otherwise, references to:



Brookfield Infrastructure     1

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2     Brookfield Infrastructure

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FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains certain forward-looking statements and information concerning our business and
operations. The forward-looking statements and information also relate to, among other things, our objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates and anticipated
events or trends. In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "should,"
"objective," "will" and "would" or the negative of those terms or other comparable terminology.

Although
we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based on reasonable
assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve assumptions, known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by the
forward-looking statements and information.

The
following factors could cause our actual results to differ materially from our forward looking statements and information:



Brookfield Infrastructure     3

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4     Brookfield Infrastructure

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In
light of these risks, uncertainties and assumptions, the events described by our forward-looking statements and information might not occur. We qualify any and all of our
forward-looking statements and information by these cautionary factors. Please keep this cautionary note in mind as you read this annual report on Form 20-F. We disclaim any obligation to
update or revise publicly any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable law.

CAUTIONARY STATEMENT REGARDING THE USE OF NON-IFRS ACCOUNTING MEASURES



To measure performance, among other measures, we focus on net income as well as funds from operations ("FFO").

We
define FFO as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash valuation gains or losses and other
items. FFO is a measure of operating performance, which is not calculated in accordance with, and does not have any standardized meaning prescribed by, International Financial Reporting Standards
("IFRS") as issued by the International Accounting Standards Board ("IASB"), FFO is therefore unlikely to be comparable to similar measures presented by other issuers. FFO has limitations as an
analytical tool. See Item 5 "Operating and Financial Review and ProspectsReconciliation of Non-IFRS Financial Measures" for more information on this measure, including a
reconciliation to the most directly comparable IFRS measure.



In addition, we use adjusted funds from operations ("AFFO") as a measure of long-term sustainable cash flow.

We
define AFFO as FFO less maintenance capital expenditures. AFFO is a measure of operating performance, which is not calculated in accordance with, and does not have any standardized
meaning prescribed by IFRS. AFFO is therefore unlikely to be comparable to similar measures presented by other issuers. AFFO has limitations as an analytical tool. See Item 5 "Operating and
Financial Review

Brookfield Infrastructure     5

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and
ProspectsReconciliation of Non-IFRS Financial Measures" for more information on this measure, including a reconciliation to the most directly comparable IFRS measure.



In addition to FFO, we focus on "adjusted EBITDA", which we define as FFO excluding the impact of interest expense, cash taxes and
other income (expenses). Like FFO, adjusted EBITDA is a measure of operating performance, which is not calculated in accordance with, and does not have any standardized meaning prescribed by IFRS.
Adjusted EBITDA is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted EBITDA has limitations as an analytical tool. See Item 5 "Operating and Financial
Review and ProspectsReconciliation of Non-IFRS Financial Measures" for more information on this measure, including a reconciliation to the most directly comparable IFRS measure.

6     Brookfield Infrastructure

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PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.    KEY INFORMATION

3.A    SELECTED FINANCIAL DATA

The following table presents financial data for Brookfield Infrastructure as of and for the periods indicated:

For the Year Ended December 31,2013

2012

2011

2010

2009MILLIONSStatements of Operating Results Key MetricsRevenue

$
1,826

$
1,524

$
1,115

$
280

$
51Direct operating costs


(823
)

(766
)

(561
)

(172
)

(12
)General and administrative expenses


(110
)

(95
)

(61
)

(35
)

(18
)Depreciation and amortization expense


(329
)

(230
)

(126
)

(27
)

(9
)Interest expense


(362
)

(322
)

(253
)

(59
)

(2
)Earnings from investments in associates


(217
)

1


76


52


14Gain on sale of investment (after-tax)














68Fair value gains and other items





8





396


28Income from discontinued operations, net of income tax(1)


45


190


289


59


(150
)Net income attributable to partnership(2)


(58
)

106


187


430


53Net income per limited partnership unit


(0.43
)

0.47


1.13


3.91


1.11Funds from operations (FFO)(3)(4)


682


462


392


197


117Per unit FFO(4)(5)


3.30


2.41


2.41


1.79


2.45Per unit distributions


1.72


1.50


1.32


1.10


1.06


(1)The timber segment was reported as part of continuing operations until the second quarter of 2013 and has since been classified as discontinued operations
for both the current and comparative periods.(2)Net income attributable to partnership includes net income attributable to non-controlling interestsRedeemable Partnership Units held by
Brookfield, general partner and limited partners.(3)FFO is defined as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash
valuation gains or losses and other items. FFO is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by IFRS. Please
see Item 5 "Operating and Financial Review and ProspectsManagement's Discussion and Analysis of Financial Condition and Results of OperationsReconciliation of Non-IFRS
Financial Measures" for a discussion of FFO and its limitations as a measure of our operating performance.(4)Includes $68 million gain on sale of Transmissoras Brasileiras de Energia ("TBE") in 2009.(5)During 2013, on average there were 206.7 million units outstanding (2012: 191.5 million, 2011: 162.5 million, 2010:
109.9 million, 2009: 47.7 million).


Brookfield Infrastructure     7

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As of December 31,2013

2012

2011

2010

2009MILLIONSStatements of Financial Position Key MetricsCash and cash equivalents

$
538

$
263

$
153

$
154

$
107Total assets


15,682


19,718


13,269


13,352


6,052Corporate borrowings


377


946





18


Non-recourse borrowings


5,790


6,993


4,885


4,575


1,926Partnership capitalattributable to limited partners


3,751


3,632


3,049


2,461


1,126Partnership capitalattributable to general partner


27


27


24


23


18Non-controlling interestRedeemable Partnership Units held by Brookfield


1,408


1,365


1,133


887


761Non-controlling interestin operating subsidiaries


1,419


2,784


1,683


1,552


1,305


The following table reconciles FFO, a non-IFRS financial metric, to the most directly comparable IFRS measure, which is net income:

For the Year Ended December 31MILLIONS, EXCEPT PER UNIT AMOUNTS(1)

2013

2012

2011

2010

2009Net (loss) income attributable to partnership(2)

$
(58
)
$
106

$
187

$
430

$
53Add back or deduct the following:Depreciation and amortization


400


300


203


132


26Impairment charge


275


16








Deferred income taxes


65


(37
)

73


11


(8
)Gain on sale of associate


(53
)










Mark-to-market on hedging items


(7
)

50


26


1


21Valuation losses (gains) and other


60


27


(97
)

(377
)

25FFO(3)

$
682

$
462

$
392

$
197

$
117


(1)Please see Item 5 "Operating and Financial Review and ProspectsManagement's Discussion and Analysis of Financial Condition and Results
of OperationsReconciliation of Non-IFRS Financial Measures" for a detailed reconciliation of Brookfield Infrastructure's proportionate results to our partnership's consolidated statements
of operating results.(2)Net income attributable to partnership includes net income attributable to non-controlling interestRedeemable Partnership Units held by
Brookfield, general partner and limited partners.(3)Includes $68 million gain on sale of TBE in 2009.


3.B   CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3.C    REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3.D    RISK FACTORS

You should carefully consider the following factors in addition to the other information set forth in this annual report on
Form 20-F. If any of the following risks actually occur, our business, financial condition and results of operations and the value of our unitholders' units would likely suffer.

8     Brookfield Infrastructure

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Risks Relating to Us and Our Partnership

Brookfield Infrastructure and our operating entities use leverage and such indebtedness may result in Brookfield Infrastructure or our operating entities being subject to
certain covenants which restrict our ability to engage in certain types of activities or to make distributions to equity.

The Holding LP and many of our Holding Entities and operating entities have entered into credit facilities or have incurred
other forms of debt, including for the purposes of acquisitions and investments as well as for general corporate purposes. The total quantum of exposure to debt within Brookfield Infrastructure is
significant, and we may become more highly leveraged in the future. Some facilities are fully drawn, while some have amounts of principal which are undrawn.

Highly
leveraged assets are inherently more sensitive to declines in revenues, increases in expenses and interest rates, and adverse economic, market and industry developments. A
leveraged company's income and net assets also tend to increase or decrease at a greater rate than would otherwise be the case if money had not been borrowed. As a result, the risk of loss associated
with a leveraged company, all other things being equal, is generally greater than for companies with comparatively less debt. In addition, the use of indebtedness in connection with an acquisition may
give rise to negative tax consequences to certain investors. Leverage may also result in a requirement for short-term liquidity, which may force the sale of assets at times of low demand and/or prices
for such assets. This may mean that we are unable to realize fair value for the assets in a sale.

Our
credit facilities also contain covenants applicable to the relevant borrower and events of default. Covenants can relate to matters including limitations on financial indebtedness,
dividends, investments, or minimum amounts for interest coverage, adjusted EBITDA, cash flow or net worth. If an event of default occurs, or minimum covenant requirements are not satisfied, this can
result in a requirement to immediately repay any drawn amounts or the imposition of other restrictions including a prohibition on the payment of distributions to equity.

Our
credit facilities or other debt or debt-like instruments may or may not be rated. Should such debt or debt-like instruments be rated, a credit downgrade may have an adverse impact on
the cost of such debt.

Our partnership is a holding entity and currently we rely on the Holding LP and, indirectly, the Holding Entities and our operating entities to provide us with the
funds necessary to pay distributions and meet our financial obligations.

Our partnership is a holding entity and its sole material asset is its managing general partnership interest in the Holding LP,
which owns all of the common shares of the Holding Entities, through which we hold all of our interests in the operating entities. Our partnership has no independent means of generating revenue. As a
result, we depend on distributions and other payments from the Holding LP and, indirectly, the Holding Entities and our operating entities to provide us with the funds necessary to pay
distributions on our units and to meet our financial obligations. The Holding LP, the Holding Entities and our operating entities are legally distinct from us and some of them are or may become
restricted in their ability to pay dividends and distributions or otherwise make funds available to us pursuant to local law, regulatory requirements and their contractual agreements, including
agreements governing their financing arrangements, such as the Holding LP's credit facilities and other indebtedness incurred by the Holding Entities and operating entities. Any other entities
through which we may conduct operations in the future will also be legally distinct from us and may be similarly restricted in their ability to pay dividends and distributions or otherwise make funds
available to us under certain conditions. The Holding LP, the Holding Entities and our operating entities will generally be required to service their debt obligations before making
distributions to us or their parent entities, as applicable, thereby reducing the amount of our cash flow available to pay distributions, fund working capital and satisfy other needs.

Brookfield Infrastructure     9

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Our
partnership anticipates that the only distributions that it will receive in respect of our partnership's managing general partnership interests in the Holding LP will consist
of amounts that are intended to
assist our partnership in making distributions to our unitholders in accordance with our partnership's distribution policy and to allow our partnership to pay expenses as they become due.

While
we plan to review our partnership's distributions to our unitholders periodically, there is no guarantee that we will be able to increase, or even maintain the level of
distributions that are paid. Historically, as a result of this review, we decided to increase distributions in February 2011, February 2012, February 2013 and
February 2014, respectively. However, such historical increases in distribution payments may not be reflective of any future increases in distribution payments which will be subject to review
by the board of directors of our Managing General Partner taking into account prevailing circumstances at the relevant time. Although we intend to make distributions in accordance with our
distribution policy, our partnership is not required to pay distributions and neither our partnership nor our Managing General Partner can assure you that our partnership will be able to increase or
even maintain the level of distributions that are made in the future.

Future sales or issuances of our units in the public markets, or the perception of such sales or issuances, could depress the trading price of our units.

The sale or issuance of a substantial number of our units or other equity related securities of our partnership in the public markets,
or the perception that such sales or issuances could occur, could depress the market price of our units and impair our ability to raise capital through the sale of additional units. We cannot predict
the effect that future sales or issuances of our units or other equity-related securities would have on the market price of our units.

The completion of new acquisitions can have the effect of significantly increasing the scale and scope of our operations, including operations in new geographic areas and
industry segments, and the Service Provider may have difficulty managing these additional operations. In addition, acquisitions involve risks to our business. In addition, acquisitions involve risks
to our business.

A key part of Brookfield Infrastructure's strategy involves seeking further acquisition opportunities. Acquisitions may increase the
scale, scope and diversity of our operations. We depend on the diligence and skill of Brookfield's professionals to manage us, including integrating all of the acquired business's operations with our
existing operations. These individuals may have difficulty managing the additional operations and may have other responsibilities within Brookfield's asset management business. If Brookfield does not
effectively manage the additional operations, our existing business, financial condition and results of operations may be adversely affected.

Future
acquisitions will likely involve some or all of the following risks, which could materially and adversely affect our business, financial condition or results of operations: the
difficulty of integrating the acquired operations and personnel into our current operations; potential disruption of our current operations; diversion of resources, including Brookfield's time and
attention; the difficulty of managing
the growth of a larger organization; the risk of entering markets in which we have little experience; the risk of becoming involved in labour, commercial or regulatory disputes or litigation related
to the new enterprise; and risk of environmental or other liabilities associated with the acquired business; and the risk of a change of control resulting from an acquisition triggering rights of
third parties or government agencies under contracts with, or authorizations held by the operating business being acquired. While it is our practice to conduct extensive due diligence investigations
into businesses being acquired, it is possible that due diligence may fail to uncover all material risks in the business being acquired, or to identify a change of control trigger in a material
contract or authorization, or that a contractual counterparty or government agency may take a different view on the interpretation of such a provision to that taken by us, thereby resulting in
a dispute.

10     Brookfield Infrastructure

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We are subject to foreign currency risk and our risk management activities may adversely affect the performance of our operations.

A significant portion of our current operations are in countries where the U.S. dollar is not the functional currency. These
operations pay distributions in currencies other than the U.S. dollar, which we must convert to U.S. dollars prior to making distributions, and certain of our operations have revenues
denominated in currencies different from our expense structure, thus exposing us to currency risk. Fluctuations in currency exchange rates could reduce the value of cash flows generated by our
operating entities or could make it more expensive for our customers to purchase our services and consequently reduce the demand for our services. In addition, a significant depreciation in the value
of such foreign currencies may have a material adverse effect on our business, financial condition and results of operations.

When
managing our exposure to such market risks, we may use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative
instruments. The success of any hedging or other derivative transactions that we enter into generally will depend on our ability to structure contracts that appropriately offset our risk position. As
a result, while we may enter into such transactions in order to reduce our exposure to market risks, unanticipated market changes may result in poorer overall investment performance than if the
derivative transaction had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

Our partnership is not, and does not intend to become, regulated as an investment company under the Investment Company Act (and similar legislation in other
jurisdictions) and if our partnership was deemed an "investment company" under the Investment Company Act, applicable restrictions could make it impractical for us to operate as contemplated.

The Investment Company Act (and similar legislation in other jurisdictions) provide certain protections to investors and impose
certain restrictions on companies that are required to be regulated as investment companies. Among other things, such rules limit or prohibit transactions with affiliates, impose limitations on the
issuance of debt and equity securities and impose certain governance requirements. Our partnership has not been and does not intend to become regulated as an investment company and our partnership
intends to conduct its activities so it will not be deemed to be an investment company under the Investment Company Act (and similar legislation in other jurisdictions). In order to ensure that
we are not deemed to be an investment company, we may be required to materially restrict or limit the scope of our operations or plans. We will be limited in the types of acquisitions that we may
make, and we may need to modify our organizational structure or dispose of assets of which we would not otherwise dispose. Moreover, if anything were to happen which causes our partnership to be
deemed an investment company under the Investment Company Act, it would be impractical for us to operate as contemplated. Agreements and arrangements between and among us and Brookfield would be
impaired, the type and amount of acquisitions that we would be able to make as a principal would be limited and our business, financial condition and results of operations would be materially
adversely affected. Accordingly, we would be required to take extraordinary steps to address the situation, such as the amendment or termination of the Master Services Agreement, the restructuring of
our partnership and the Holding Entities, the amendment of our Limited Partnership Agreement or the termination of our partnership, any of which could materially adversely affect the value of our
units. In addition, if our partnership were deemed to be an investment company under the Investment Company Act, it would be taxable as a corporation for U.S. federal income tax purposes, and
such treatment could materially adversely affect the value of our units.

Brookfield Infrastructure     11

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Our partnership is an "SEC foreign issuer" under Canadian securities regulations and is exempt from certain requirements of Canadian securities laws and a "foreign private
issuer" under U.S. securities laws and as a result is subject to disclosure obligations different from requirements applicable to U.S. domestic registrants listed on the New York
Stock Exchange ("NYSE").

Although our partnership is a reporting issuer in Canada, it is an "SEC foreign issuer" and is exempt from certain Canadian securities
laws relating to disclosure obligations and proxy solicitation, subject to certain conditions. Therefore, there may be less publicly available information in Canada about our partnership than would be
available if we were a typical Canadian reporting issuer.

Although
our partnership is subject to the periodic reporting requirement of theU.S. Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder ("Exchange Act"), the periodic disclosure required of foreign private issuers under the Exchange Act is different from periodic disclosure required
of U.S. domestic registrants. Therefore, there may be less publicly available information about our partnership than is regularly published by or about other public limited partnerships in the
United States. Our partnership is exempt from certain other sections of the Exchange Act to which U.S. domestic issuers are subject, including the requirement to provide our unitholders
with information statements or proxy statements that comply with the Exchange Act. In addition, insiders and large unitholders of our partnership are not obligated to file reports under
Section 16 of the Exchange Act, and certain corporate governance rules imposed by the NYSE are inapplicable to our partnership.

We may be subject to the risks commonly associated with a separation of economic interest from control or the incurrence of debt at multiple levels within an organizational
structure.

Our ownership and organizational structure is similar to structures whereby one company controls another company which in turn holds
controlling interests in other companies; thereby, the company at the top of the chain may control the company at the bottom of the chain even if its effective equity position in the bottom company is
less than a controlling interest. Brookfield is the sole shareholder of our Managing General Partner and, as a result of such ownership of our Managing General Partner, Brookfield is able to control
the appointment and removal of our Managing General Partner's directors and, accordingly, exercises substantial influence over us. In turn, we often have a majority controlling interest or a
significant influence in our investments. Even though Brookfield currently has an effective economic interest in our business of approximately 28.1% as a result of ownership of our units and the
Redeemable Partnership Units, over time Brookfield may reduce this economic interest while still maintaining its controlling interest, and, therefore, Brookfield may use its control rights in a manner
that conflicts with the economic interests of our other unitholders. For example, despite the fact that we have a conflicts protocol in place, which addresses the requirement for independent approval
and other requirements for transactions in which there is greater potential for a conflict of interest to arise, including transactions with affiliates of Brookfield, because Brookfield will be able
to exert substantial influence over us, and, in turn, over our investments, there is a greater risk of transfer of assets of our investments at non-arm's length values to Brookfield and its
affiliates. In addition, debt incurred at multiple levels within the chain of control could exacerbate the separation of economic interest from controlling interest at such levels, thereby creating an
incentive to leverage us and our investments. Any such increase in debt would also make us more sensitive to declines in revenues, increases in expenses and interest rates, and adverse market
conditions. The servicing of any such debt would also reduce the amount of funds available to pay distributions to us and ultimately to our unitholders.

Our failure to maintain effective internal controls could have a material adverse effect on our business in the future and the price of our units.

Any failure to maintain adequate internal controls over financial reporting or to implement required, new or improved controls, or
difficulties encountered in their implementation, could cause us

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to
report material weaknesses or other deficiencies in our internal controls over financial reporting and could result in errors or misstatements in our consolidated financial statements that could be
material. If we or our independent registered public accounting firm were to conclude that our internal controls over financial reporting were not effective, investors could lose confidence in our
reported financial information and the price of our units could decline. Our failure to achieve and maintain effective internal controls could have a material adverse effect on our business in the
future, our access to the capital markets and investors' perception of us. In addition, material weaknesses in our internal controls could require significant expense and management time
to remediate.

Risks Relating to Our Operations and the Infrastructure Industry

All of our operating entities are subject to general economic conditions and risks relating to the economy.

Many industries, including the industries in which we operate, are impacted by adverse events in financial markets, which may have a
profound effect on global or local economies. Some key impacts of general financial market turmoil include contraction in credit markets resulting in a widening of credit spreads, devaluations and
enhanced volatility in global equity, commodity and foreign exchange markets and a general lack of market liquidity. A slowdown in the financial markets or other key measures of the global economy or
the local economies of the regions in which we operate, including, but not limited to, new home construction, employment rates, business conditions, inflation, fuel and energy costs, commodity prices,
lack of available credit, the state of the financial markets, interest rates and tax rates may adversely affect our growth and profitability.

The
demand for services provided by our operating entities are, in part, dependent upon and correlated to general economic conditions and economic growth of the regions applicable to the
relevant asset. Poor economic conditions or lower economic growth in a region or regions may, either directly or indirectly, reduce demand for the services provided by an asset.

For
example, a credit/liquidity crisis, such as the global crisis experienced in 2008/2009, could materially impact the cost and availability of financing and overall liquidity; the
volatility of commodity output prices and currency exchange markets could materially impact revenues, profits and cash flow; volatile energy, commodity input and consumables prices and currency
exchange rates could materially impact production costs; poor local or regional economic conditions could materially impact the level of traffic on our toll roads or volume of commodities transported
on our rail network and/or shipped through our ports; our UK regulated distribution business earns connection revenues that would be negatively impacted by an economic recession and a reduction of
housing starts in the UK; and the devaluation and volatility of global stock markets could materially impact the valuation of our units. Any one of these factors could have a material adverse effect
on our business, financial condition and results of operations. If such increased levels of volatility and market turmoil were to continue, our operations and the trading price of our units may be
further adversely impacted.

Some of our operations depend on continued strong demand for commodities, such as natural gas or minerals, for their financial performance. Material reduction in demand for
these key commodities can potentially result in reduced value for assets, or in extreme cases, a stranded asset.

Some of our operations are critically linked to the transport or production of key commodities. For example, in the long term, our
Australian regulated terminal operation relies on demand for coal exports, our Australian railroad operation relies on demand for iron ore for steel production and our North American gas transmission
operation relies on demand for natural gas and benefits from higher gas prices. Furthermore, our Australian railroad business relies on the demand for iron ore exports. While we endeavor to protect
against short to medium term commodity demand risk wherever possible by structuring our contracts in a way that minimizes volume risk (e.g. minimum guaranteed volumes and 'take-or-pay'
arrangements), these contract terms are finite. Accordingly, a long term and sustained

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downturn
in the demand for or price of a key commodity linked to one of our operations may have a material adverse impact on the financial performance or growth prospects of that particular operation,
notwithstanding the use of take-or-pay contracts.

If
a critical upstream or downstream business ceased to operate, this could materially impact our financial performance or the value of one or more of our operating businesses. In
extreme cases, our infrastructure could become redundant, resulting in an inability to recover a return on or of capital and potentially triggering covenants and other terms and conditions under
associated debt facilities.

General economic and business conditions that impact the debt or equity markets could impact Brookfield Infrastructure's ability to access credit markets.

General economic and business conditions that impact the debt or equity markets could impact the availability of credit to, and cost of
credit for, Brookfield Infrastructure. Brookfield Infrastructure has revolving credit facilities and other short-term borrowings. The amount of interest charged on these will fluctuate based on
changes in short-term interest rates. Any economic event that affects interest rates or the ability to refinance borrowings could materially adversely impact Brookfield Infrastructure's financial
condition. Movements in interest rates could also affect the discount rates used to value Brookfield Infrastructure's assets, which in turn could cause their valuations calculated under IFRS to be
reduced resulting in a material reduction in Brookfield Infrastructure's equity value.

In
addition, some of our operations either currently have a credit rating or may have a credit rating in the future. A credit rating downgrade may result in an increase in the cost of
debt for the relevant businesses and reduced access to debt markets.

Some
assets in our portfolio have a requirement for significant capital expenditure. For other assets, cash, cash equivalents and short-term investments combined with cash flow generated
from operations are believed to be sufficient for it to make the foreseeable required level of capital investment. However, no assurance can be given that additional capital investments will not be
required in these businesses. If Brookfield Infrastructure is unable to generate enough cash to finance necessary capital expenditures through operating cash flow, then Brookfield Infrastructure may
be required to issue additional equity or incur additional indebtedness. The issue of additional equity would be dilutive to existing unitholders at the time. Any additional indebtedness would
increase the leverage and debt payment obligations of Brookfield Infrastructure, and may negatively impact its business, financial condition and results of operations.

Our
business relies on continued access to capital to fund new investments and capital projects. While we aim to prudently manage our capital requirements and ensure access to capital is
always available, it is possible we may overcommit ourselves or misjudge the requirement for capital or the availability of liquidity. Such a misjudgment may require capital to be raised quickly and
the inability to do so could result in negative financial consequences or in extreme cases bankruptcy.

All of our operating entities are subject to changes in government policy and legislation.

Our financial condition and results of operations could also be affected by changes in economic or other government policies or other
political or economic developments in each country or region, as well as regulatory changes or administrative practices over which we have no control such as: the regulatory environment related to our
business operations and concession agreements; interest rates; currency fluctuations; exchange controls and restrictions; inflation; liquidity of domestic financial and capital markets; policies
relating to climate change or policies relating to tax; and other political, social, economic, and environmental and occupational health and safety developments that may occur in or affect the
countries in which our operating entities are located or conduct business or the countries in which the customers of our operating entities are located or conduct business or both.

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In
addition, operating costs can be influenced by a wide range of factors, many of which may not be under the control of the owner/operator, including the need to comply with the
directives of central and local government authorities. For example, in the case of our utility, transport and energy operations, we cannot predict the impact of future economic conditions, energy
conservation measures, alternative fuel requirements, or governmental regulation all of which could reduce the demand for or availability of commodities our transport and energy operations rely upon,
most notably coal and natural gas. It is difficult to predict government policies and what form of laws and regulations will be adopted or how they will be construed by the relevant courts, or to the
extent which any changes may adversely affect us.

We may be exposed to natural disasters, weather events, uninsurable losses and force majeure events.

Force majeure is the term generally used to refer to an event beyond the control of the party claiming that the event has occurred,
including but not limited to acts of God, fires, floods, earthquakes, wars and labour strikes. The assets of our infrastructure businesses are exposed to unplanned interruptions caused by significant
catastrophic events such as cyclones, landslides, explosions, terrorist attacks, war, floods, earthquakes, fires, major plant breakdowns, pipeline or electricity line ruptures, accidents, extreme
weather events or other disasters. Operational disruption, as well as supply disruption, could adversely affect the cash flow available from these assets. In addition, the cost of repairing or
replacing damaged assets could be considerable and could give rise to third-party claims. In some cases, project agreements can be terminated if the force majeure event is so catastrophic as to render
it incapable of remedy within a reasonable time period. Repeated or
prolonged interruption may result in a permanent loss of customers, substantial litigation, damage, or penalties for regulatory or contractual non-compliance. Moreover, any loss from such events may
not be recoverable in whole or in part under relevant insurance policies. Business interruption insurance is not always available, or available on reasonable economic terms to protect the business
from these risks.

Given
the nature of the assets operated by our operating entities, we may be more exposed to risks in the insurance market that lead to limitations on coverage and/or increases in
premium. For example, many components of our South American electricity transmission operations and toll roads are not insured or not fully insured against losses from earthquakes and our North
American gas transmission operation, our Australasian distribution operations and our European regulated distribution operations self-insure the majority of their line and pipe assets. Therefore, the
occurrence of a major or uninsurable event could have a material adverse effect on financial performance. Even if such insurance were available, the cost may be prohibitive. The ability of the
operating entities to obtain the required insurance coverage at a competitive price may have an impact on the returns generated by them and accordingly the returns we receive.

For
example, our regulated energy distribution businesses generate revenue based on the volume transmitted through their systems. Weather that deviates materially from normal conditions
could impact these businesses. A number of our businesses may be adversely impacted by extreme weather. Our Australian railroad transports grain on its system, for which it is contracted on a volume
basis. A drought could have a material negative impact on revenue from grain transportation.

All of our infrastructure operations may require substantial capital expenditures in the future.

Our utilities, transport and energy operations are capital intensive and require substantial ongoing expenditures for, among other
things, additions and improvements, and maintenance and repair of plant and equipment related to our operations. Any failure to make necessary capital expenditures to maintain our operations in the
future could impair the ability of our operations to serve existing customers or accommodate increased volumes. In addition, we may not be able to recover such investments based upon the rates our
operations are able to charge.

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In
some of the jurisdictions in which we have utilities, transport or energy operations, certain maintenance capital expenditures may not be covered by the regulatory framework. If our
operations in these jurisdictions require significant capital expenditures to maintain our asset base, we may not be able to recover such costs through the regulatory framework. In addition, we may be
exposed to
disallowance risk in other jurisdictions to the extent that capital expenditures and other costs are not fully recovered through the regulatory framework.

Performance of our operating entities may be harmed by future labour disruptions and economically unfavorable collective bargaining agreements.

Several of our current operations or other business operations have workforces that are unionized or that in the future may become
unionized and, as a result, are required to negotiate the wages, benefits and other terms with many of their employees collectively. If an operating entity were unable to negotiate acceptable
contracts with any of its unions as existing agreements expire, it could experience a significant disruption of its operations, higher ongoing labour costs and restrictions on its ability to maximize
the efficiency of its operations, which could have a material adverse effect on its business, financial condition and results of operations.

In
addition, in some jurisdictions where we have operations, labour forces have a legal right to strike which may have an impact on our operations, either directly or indirectly, for
example if a critical upstream or downstream counterparty was itself subject to a labour disruption which impacted our ability to operate.

Our operations are exposed to occupational health and safety and accident risks.

Infrastructure projects and operational assets are highly exposed to the risk of accidents that may give rise to personal injury, loss
of life, disruption to service and economic loss. Some of the tasks undertaken by employees and contractors are inherently dangerous and have the potential to result in serious injury or death.

Our
operating entities are subject to laws and regulations governing health and safety matters, protecting both members of the public and their employees and contractors. Occupational
health and safety legislation and regulations differ in each jurisdiction. Any breach of these obligations, or serious accidents involving our employees, contractors or members of the public could
expose them to adverse regulatory consequences, including the forfeit or suspension of operating licenses, potential litigation, claims for material financial compensation, reputational damage, fines
or other legislative sanction, all of which have the potential to impact the results of our operating entities and our ability to make distributions. Furthermore, where we do not control a business,
we have a limited ability to influence health and safety practices and outcomes.

Many of our operations are subject to economic regulation and may be exposed to adverse regulatory decisions.

Due to the essential nature of some of the services provided by our assets and the fact that some of these services are provided on a
monopoly or near monopoly basis, many of our operations are subject to forms of economic regulation. This regulation can involve different forms of price control and can involve ongoing commitments to
economic regulators and other governmental agencies. The terms upon which access to our facilities is provided, including price, can be determined or amended by a regulator periodically. Future terms
to apply, including access charges that our operations are entitled to charge, cannot be determined with any certainty, as we do not have discretion as to the amount that can be charged. New
legislation, regulatory determinations or changes in regulatory approaches may result in regulation of previously unregulated businesses or material changes to the revenue or profitability of our
operations. In addition, a decision by a government or regulator to regulate non-regulated assets may significantly and negatively change the economics of these businesses and the

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value
or financial performance of Brookfield Infrastructure. For example, in 2010 regulatory action taken by the Federal Energy Regulatory Commission ("FERC") saw a significant reduction in annual
cashflow expectations of our North American gas transmission operations.

Our operating entities are exposed to the risk of environmental damage.

Many of Brookfield Infrastructure's assets are involved in using, handling or transporting substances that are toxic, combustible or
otherwise hazardous to the environment. Furthermore some of our assets have operations in or in close proximity to environmentally sensitive areas or densely populated communities. There is a risk of
a leak, spillage or other environmental emission at one of these assets, which could cause regulatory infractions, damage to the environment, injury or loss of life. Such an incident if it occurred
could result in fines or penalties imposed by regulatory authorities, revocation of licenses or permits required to operate the business or the imposition of more stringent conditions in those
licenses or permits, or legal claims for compensation (including punitive damages) by affected stakeholders. In addition, some of our assets may be subject to regulations or rulings made by
environmental agencies that conflict with existing obligations we have under concession or other permitting agreements. Resolution of such conflicts may lead to uncertainty and increased risk of
delays or cost over-runs on projects. All of these have the potential to significantly impact the value or financial performance of Brookfield Infrastructure.

Our operating entities are exposed to the risk of increasing environmental legislation and the broader impacts of climate change.

With an increasing global focus and public sensitivity to environmental sustainability and environmental regulation becoming more
stringent, Brookfield Infrastructure's assets could be subject to increasing environmental responsibility and liability. For example, many jurisdictions in which Brookfield Infrastructure operates are
considering implementing, or have implemented, schemes relating to the regulation of carbon emissions. As a result, there is a risk that the consumer demand for some of the energy sources supplied by
Brookfield Infrastructure will be reduced. For example, the United Kingdom's phasing out of analog meters and use of gas as a source of heating for residential customers could lead to a
reduction in revenue and growth at our UK utility business. The nature and extent of future regulation in the various jurisdictions in which Brookfield Infrastructure's operations are situated is
uncertain, but is expected to become more complex and stringent.

It
is difficult to assess the impact of any such changes on Brookfield Infrastructure. These schemes may result in increased costs to our operations that may not be able to be passed
onto our customers and may have an adverse impact on prospects for growth of some businesses. To the extent such regimes (such as carbon emissions schemes or other carbon emissions regulations) become
applicable to the operations of Brookfield Infrastructure (and the costs of such regulations are not able to be fully passed on to consumers), its financial performance may be impacted due to
costs applied to carbon emissions and increased compliance costs.

Our
operating entities are also subject to laws and regulations relating to the protection of the environment and pollution. Standards are set by these laws and regulations regarding
certain aspects of environmental quality and reporting, provide for penalties and other liabilities for the violation of such standards, and establish, in certain circumstances, obligations to
remediate and rehabilitate current and former facilities and locations where our operations are, or were, conducted. These laws and regulations may have a detrimental impact on the financial
performance of our infrastructure operations and projects through increased compliance costs or otherwise. Any breach of these obligations, or even incidents relating to the environment that do not
amount to a breach, could adversely affect the results of our operating entities and their reputations and expose them to claims for financial compensation or adverse regulatory consequences.

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Our
operations may also be exposed directly or indirectly to the broader impacts of climate change, including extreme weather events, export constraints on commodities, increased
resource prices and restrictions on energy and water usage.

Our operating entities may be exposed to higher levels of regulation than in other sectors and breaches of such regulations could expose our operating entities to claims for
financial compensation and adverse regulatory consequences.

In many instances, our ownership and operation of infrastructure assets involves an ongoing commitment to a governmental agency. The
nature of these commitments exposes the owners of infrastructure assets to a higher level of regulatory control than typically imposed on other businesses. For example, several of our utilities,
transport and energy operations are subject to government safety and reliability regulations that are specific to their industries. The risk that a governmental agency will repeal, amend, enact or
promulgate a new law or regulation or that a governmental authority will issue a new interpretation of the law or regulations, could affect our operating entities substantially.

Sometimes
commitments to governmental agencies, for example, under toll road concession arrangements, involve the posting of financial security for performance of obligations. If
obligations are breached these financial securities may be called upon by the relevant agency.

There
is also the risk that our operating entities do not have, might not obtain, or may lose permits necessary for their operations. Permits or special rulings may be required on
taxation, financial and regulatory related issues. Even though most permits and licenses are obtained before the commencement of operations, many of these licenses and permits have to be renewed or
maintained over the life of the business. The conditions and costs of these permits, licenses and consents may be changed on any renewal, or, in some cases, may not be renewed due to unforeseen
circumstances or a subsequent change in regulations. In any event, the renewal or non-renewal could have a material adverse effect on our business, financial condition and results
of operations.

The
risk that a government will repeal, amend, enact or promulgate a new law or regulation or that a regulator or other government agency will issue a new interpretation of the law or
regulations, may affect our operations or a project substantially. This may also be due to court decisions and actions of government agencies that affect these operations or a project's performance or
the demand for its services. For example, a government policy decision may result in adverse financial outcomes for us through directions to spend money to improve security, safety, reliability or
quality of service.

The lands used for our infrastructure assets may be subject to adverse claims or governmental or First Nations rights.

Our operations require large areas of land on which to be constructed and operated. The rights to use the land can be obtained through
freehold title, leases and other rights of use. Although we believe that we have valid rights to all material easements, licenses and rights of
way for our infrastructure operations, not all of our easements, licenses and rights of way are registered against the lands to which they relate and may not bind subsequent owners. Additionally,
different jurisdictions have adopted different systems of land title and in some jurisdictions it may not be possible to ascertain definitively who has the legal right to enter into land tenure
arrangements with the asset owner. In some jurisdictions where we have operations, it is possible to claim indigenous or aboriginal rights to land and the existence or declaration of native title may
affect the existing or future activities of our utilities, transport or energy operations and impact on their business, financial condition and results of operations.

In
addition, a government, court, regulator, or indigenous or aboriginal group may make a decision or take action that affects an asset or project's performance or the demand for its
services. In particular, a regulator may restrict our access to an asset, or may require us to provide third parties

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with
access, or may affect the pricing structure so as to lower our revenues and earnings. In Australia, native title legislation provides for a series of procedures that may need to be complied with
if native title is declared on relevant land. In Canada, for example, courts have recognized that First Nations peoples may possess rights at law in respect of land used or occupied by their ancestors
where treaties have not been concluded to deal with these rights. In either case, the claims of a First Nations group may affect the existing or future activities of our operations, impact on our
business, financial condition and results of operations, or require that compensation be paid.

We operate in a highly competitive market for acquisition opportunities.

Our acquisition strategy is dependent to a significant extent on the ability of Brookfield to identify acquisition opportunities that
are suitable for us. We face competition for acquisitions primarily from investment funds, operating companies acting as strategic buyers, construction companies, commercial and investment banks, and
commercial finance companies. Many of these competitors are substantially larger and have considerably greater financial, technical and marketing resources than are available to us. Some of these
competitors may also have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of acquisitions and to offer terms that we are unable or unwilling to
match. Due to the capital intensive nature of infrastructure acquisitions, in order to finance acquisitions we will need to compete for equity capital from institutional investors and other equity
providers, including Brookfield, and our ability to consummate acquisitions will be dependent on such capital continuing to be available. Increases in interest rates could also make it more difficult
to consummate acquisitions because our competitors may have a lower cost of capital which may enable them to bid higher prices for assets. In addition, because of our affiliation with Brookfield,
there is a higher risk that when we participate with Brookfield and others in joint ventures, partnerships and consortiums on acquisitions we may become
subject to antitrust or competition laws that we would not be subject to if we were acting alone. These factors may create competitive disadvantages for us with respect to acquisition opportunities.

We
cannot provide any assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations or that
Brookfield will be able to identify and make acquisitions on our behalf that are consistent with our objectives or that generate attractive returns for our unitholders. We may lose acquisition
opportunities in the future if we do not match prices, structures and terms offered by competitors, if we are unable to access sources of equity or obtain indebtedness at attractive rates or if we
become subject to antitrust or competition laws. Alternatively, we may experience decreased rates of return and increased risks of loss if we match prices, structures and terms offered
by competitors.

Infrastructure assets may be subject to competition risk.

Some assets may be affected by the existence of other competing assets owned and operated by other parties. There can be no assurance
that our businesses can renew all their existing contracts or win additional contracts with their existing or potential customers. The ability of our businesses to maintain or improve their revenue is
dependent on price, availability and customer service as well as on the availability of access to alternative infrastructure. In the case where the relevant business is unable to retain customers
and/or unable to win additional customers to replace those customers it is unable to retain, the revenue from such assets will be reduced.

Investments in infrastructure projects prior to or during a construction or expansion phase are likely to be subject to increased risk.

A key part of Brookfield Infrastructure's growth strategy involves identifying and taking advantage of organic growth opportunities
within our existing businesses. These opportunities typically involve development and construction of new infrastructure or expansion or upgrades to existing infrastructure.

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Investments
in new infrastructure projects during a development or construction phase are likely to be subject to additional risk that the project will not receive all required approvals, will not be
completed within budget, within the agreed timeframe and to the agreed specifications and, where applicable, will not be successfully integrated into the existing assets. During the construction
phase, major risks
include: (i) a delay in the projected completion of the project, which can result in an increase in total project construction costs through higher capitalized interest charges and additional
labour, material expenses, and a resultant delay in the commencement of cash flow; (ii) the insolvency of the head contractor, a major subcontractor and/or a key equipment supplier,
(iii) construction costs exceeding estimates for various reasons, including inaccurate engineering and planning, labour and building material costs in excess of expectations and unanticipated
problems with project start-up; and (iv) defects in design, engineering or construction (including, without limitation, latent defects that do not materialize during an applicable warranty or
limitation periods. Such unexpected increases may result in increased debt service costs, operations phase debt service costs, operations and maintenance expenses and damage payments for late
delivery. This may result in the inability of project owners to meet the higher interest and principal repayments arising from the additional debt required.

Finally,
construction projects may be exposed to significant liquidated damages to the extent that commercial operations are delayed beyond prescribed dates or that performance levels do
not meet guaranteed levels. For example, a liquated damages regime applies in respect of some of the expansion of works at our Brazilian toll road business.

Brookfield has structured some of our current operations as joint ventures, partnerships and consortium arrangements, and we intend to continue to operate in this manner in
the future, which will reduce Brookfield's and our control over our operations and may subject us to additional obligations.

Brookfield has structured some of our current operations as joint ventures, partnerships and consortium arrangements. An integral part
of our strategy is to participate with institutional investors in Brookfield sponsored or co-sponsored consortiums for single asset acquisitions and as a partner in or alongside Brookfield sponsored
or co-sponsored partnerships that target acquisitions that suit our profile. These arrangements are driven by the magnitude of capital required to complete acquisitions of infrastructure assets and
other industry-wide trends that we believe will continue. Such arrangements involve risks not present where a third party is not involved, including the possibility that partners or co-venturers might
become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, partners or co-venturers might at any time have economic or other business interests or goals
different from us and Brookfield.

Joint
ventures, partnerships and consortium investments generally provide for a reduced level of control over an acquired company because governance rights are shared with others.
Accordingly, decisions relating to the underlying operations, including decisions relating to the management and operation and the timing and nature of any new investment or exit, are often made by a
majority vote of the investors or by separate agreements that are reached with respect to individual decisions. In addition, such operations may be subject to the risk that the company may make
business, financial or management decisions with which we do not agree or the management of the company may take risks or otherwise act in a manner that does not serve our interests. Because we may
not have the ability to exercise sole control over such operations, we may not be able to realize some or all of the benefits that we believe will be created from our and Brookfield's involvement. If
any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result.

In
addition, because some of our current operations are structured as joint ventures, partnerships or consortium arrangements, the sale or transfer of interests in some of our operations
are subject to rights of first refusal or first offer, tag along rights or drag along rights and some agreements provide for buy-sell or similar arrangements. For example, some of our investments are
subject to a shareholder agreement which allows for the sale of the assets without our consent. Such rights may be triggered at

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a
time when we may not want them to be exercised and such rights may inhibit our ability to sell our interest in an entity within our desired time frame or on any other desired basis.

Our infrastructure business is at risk of becoming involved in disputes and possible litigation.

Our infrastructure business is at risk of becoming involved in disputes and possible litigation, the extent of which cannot be
ascertained. Any material or costly dispute or litigation could adversely affect the value of the assets or future financial performance of Brookfield Infrastructure. In addition, as a result of the
actions of the Holding Entities or the operating entities, Brookfield Infrastructure could be subject to various legal proceedings concerning disputes of a commercial nature, or to claims in the event
of bodily injury or material damage. The final outcome of any proceeding could have a negative impact on the business, financial condition or results of operations of Brookfield Infrastructure during
a given quarter or financial year.

Some of our businesses operate in jurisdictions with less developed legal systems and could experience potential difficulties in obtaining effective legal redress and create
uncertainties.

Some of our businesses operate in jurisdictions with less developed legal systems than those in more established economies. In these
jurisdictions, Brookfield Infrastructure could be faced with potential difficulties in obtaining effective legal redress; a higher degree of discretion on the part of governmental authorities; a lack
of judicial or administrative guidance on interpreting applicable rules and regulations; inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and
relative inexperience of the judiciary and courts in such matters.

In
addition, in certain jurisdictions, Brookfield Infrastructure may find that the commitment of local business people, government officials and agencies and the judicial system to abide
by legal requirements and negotiated agreements could be uncertain, creating particular concerns with respect to permits, approvals and licenses required or desirable for, or agreements entered into
in connection with, the Brookfield Infrastructure business in any such jurisdiction. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no
assurance that joint ventures, licenses, permits or approvals (or applications for licenses, permits or approvals) or other legal arrangements will not be adversely affected by the actions of
government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.

Action taken by national, state or provincial governments, including nationalization or the imposition of new taxes, could materially impact the financial performance or
value of our assets.

Our assets are located in many different jurisdictions, each with its own government and legal system. Different levels of political
risk exist in each jurisdiction and it is possible that action taken by a national, state or provincial government, including the nationalization of a business or the imposition of new taxes, could
materially impact our financial performance or in extreme cases deprive Brookfield Infrastructure of one or more of its businesses without adequate compensation.

Our business relies on the use of technology.

Our business places significant reliance on information and other technology. This technology includes our computer systems used for
information, processing, administrative and commercial operations and the operating plant and equipment used by our assets, including that on our toll roads, in our electricity transmission systems,
coal terminal operations, ports, rail networks and by our electricity and gas distribution companies. In addition, our business also relies upon telecommunication services to interface with its widely
distributed business network and customers. The information and embedded systems of key business partners and regulatory agencies are also important to our operations. Our business relies on this
technology functioning as intended.

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Our
computer systems may be subject to cybersecurity risks or other breaches of information technology security, noting the increasing frequency and severity of these kinds of incidents.
Further, the operating equipment used by our assets may not continue to perform as it has in the past, and
there is a risk of equipment failure due to wear and tear, latent defect, design or operator errors or early obsolescence, among other things.

A
breach of our cyber/data security measures, the failure of any such computerized system or of the operating equipment used by our assets for a significant time period could have a
material adverse effect on our business prospects, financial condition, results of operations and cash flow.

Many of our operations depend on relevant contractual arrangements.

Some of our operations rely on revenue from customers under contracts. There is a risk that customers will default under these
contracts. We cannot provide assurance that one or more customers will not default on their obligations to us or that such a default or defaults will not have a material adverse effect on our
operations, financial position, future results of operations, or future cash flows. Furthermore, the bankruptcy of one or more of our customers, or some other similar proceeding or liquidity
constraint, might make it unlikely that we would be able to collect all or a significant portion of amounts owed by the distressed entity or entities. In addition, such events might force such
customers to reduce or curtail their future use of our products and services, which could have a material adverse effect on our business, financial condition and results of operations. For example, we
have a single customer which represented a majority of contractual and regulated revenues of our South American electricity transmission operations in 2013. As this accounts for a majority of its cash
flow, our South American electricity transmission operations could be materially adversely affected by any material change in the financial condition of that customer. Similarly, our rail business is
party to several long-term commercial track access agreements to provide access to our rail network for the haulage of iron ore. The largest of these contracts currently accounts for over 43% of
forecast adjusted EBITDA within the rail business and an event of default under this contract could have a materially adverse effect on that business.

Certain
of our assets with revenues contracted under long term contracts will be subject to re-contracting risk in the future. We cannot provide assurance that we will be able to
re-negotiate these contracts once their terms expire, or that even if we are able to do so, that we will be able to obtain the same prices or terms we currently receive. If we are unable to
renegotiate these contracts, or unable to receive prices at least equal to the current prices we receive, our business, financial condition, results of operation and prospects could be adversely
affected.

We rely on tolling and revenue collection systems.

Revenues at some of our assets depend on reliable and efficient tolling, metering or other revenue collection systems. There is a risk
that, if one or more of our businesses are not able to operate and maintain these tolling, metering or other revenue collection systems in the manner expected, or if the cost of operation and
maintenance is greater than expected, our assets,
business, financial condition, and risks of operations could be materially adversely affected. Users of our facilities who do not pay tolls or other charges may be subject to either direct legal
action from the relevant business, or in some cases may be referred to the state for enforcement action. We bear the ultimate risk if enforcement actions against defaulting customers are not
successful or if enforcement actions are more costly or take more time than expected.

Our ability to finance our operations is subject to various risks relating to the state of the capital markets.

We have corporate debt and limited recourse project level debt, the majority of which is non-recourse that will need to be replaced
from time to time. Our financings may contain conditions

22     Brookfield Infrastructure

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that
limit our ability to repay indebtedness prior to maturity without incurring penalties, which may limit our capital markets flexibility. Refinancing risk includes, among other factors, dependence
on continued operating performance of our assets, future electricity market prices, future capital markets conditions, the level of future interest rates and investors' assessment of our credit risk
at such time. In addition, certain of our financings are, and future financings may be exposed to floating interest rate risks, and if interest rates increase, an increased proportion of our cash flow
may be required to service indebtedness. Future acquisitions, development and construction of new facilities and other capital expenditures will be financed out of cash generated from our operations,
borrowings and possible future sales of equity. Our ability to obtain financing to finance our growth is dependent on, among other factors, the overall state of the capital markets, continued
operating performance of our assets, future electricity market prices, the level of future interest rates and investors' assessment of our credit risk at such time, and investor appetite for
investments in renewable energy and infrastructure assets in general and in our securities in particular. To the extent that external sources of capital become limited or unavailable or available on
onerous terms, our ability to make necessary capital investments to construct new or maintain existing facilities will be impaired, and as a result, our business, financial condition, results of
operations and prospects may be materially adversely affected.

Changes in our credit ratings may have an adverse effect on our financial position and ability to raise capital.

We cannot assure you that any credit rating assigned to us or any of our subsidiaries' debt securities will remain in effect for any
given period of time or that any rating will not
be lowered or withdrawn entirely by the relevant rating agency. A lowering or withdrawal of such ratings may have an adverse effect on our financial position and ability to raise capital.

We may suffer a significant loss resulting from fraud, bribery, corruption other illegal acts, inadequate or failed internal processes or systems, or from external events.

We may suffer a significant loss resulting from fraud, bribery, corruption, other illegal acts by our employees or those of Brookfield,
inadequate or failed internal processes or systems, or from external events, such as security threats affecting our ability to operate. Both Brookfield and our partnership operate in different markets
and rely on our employees to follow our policies and processes as well as applicable laws in their activities. Risk of illegal acts or failed systems is managed through our infrastructure, controls,
systems and people, complemented by a focus on enterprise-wide management of specific operational risks such as fraud, bribery and corruption, as well as personnel and systems risks. Specific
programs, policies, standards and methodologies have been developed to support the management of these risks, however these cannot guarantee that such conduct does not occur and if it does, it can
result in direct or indirect financial loss, reputational impact or regulatory consequences.

Risks Relating to Our Relationship with Brookfield

Brookfield exercises substantial influence over our partnership and we are highly dependent on the Service Provider.

Brookfield is the sole shareholder of our Managing General Partner. As a result of its ownership of our Managing General Partner,
Brookfield is able to control the appointment and removal of our Managing General Partner's directors and, accordingly, exercise substantial influence over our partnership and over the
Holding LP, for which our partnership is the managing general partner. Our partnership and the Holding LP do not have any employees and depend on the management and administration
services provided by the Service Provider. Brookfield personnel and support staff that provide services to us are not required to have as their primary responsibility the management and administration
of our partnership or the Holding LP or to act exclusively for either of us. Any failure

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to
effectively manage our current operations or to implement our strategy could have a material adverse effect on our business, financial condition and results of operations.

Brookfield has no obligation to source acquisition opportunities for us and we may not have access to all infrastructure acquisitions that Brookfield identifies.

Our ability to grow depends on Brookfield's ability to identify and present us with acquisition opportunities. Brookfield established
our partnership to own and operate certain infrastructure assets on a global basis. However, Brookfield has no obligation to source acquisition opportunities for us. In addition, Brookfield has not
agreed to commit to us any minimum level of dedicated resources for the pursuit of infrastructure-related acquisitions. There are a number of factors which could materially and adversely impact the
extent to which suitable acquisition opportunities are made available from Brookfield, for example:



In
making these determinations, Brookfield may be influenced by factors that result in a misalignment or conflict of interest. See Item 7.B "Related Party
TransactionsConflicts of Interest and Fiduciary Duties."

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The departure of some or all of Brookfield's professionals could prevent us from achieving our objectives.

We depend on the diligence, skill and business contacts of Brookfield's professionals and the information and opportunities they
generate during the normal course of their activities. Our future success will depend on the continued service of these individuals, who are not obligated to remain employed with Brookfield.
Brookfield has experienced departures of key professionals in the past and may do so in the future, and we cannot predict the impact that any such departures will have on our ability to achieve our
objectives. The departure of a significant number of Brookfield's professionals for any reason, or the failure to appoint qualified or effective successors in the event of such departures, could have
a material adverse effect on our ability to achieve our objectives. Our Limited Partnership Agreement and our Master Services Agreement do not require Brookfield to maintain the employment of any of
its professionals or to cause any particular professionals to provide services to us or on our behalf.

The control of our Managing General Partner may be transferred to a third party without unitholder consent.

Our Managing General Partner may transfer its general partnership interest to a third party in a merger or consolidation or in a
transfer of all or substantially all of its assets without the consent of our unitholders. Furthermore, at any time, the shareholder of our Managing General Partner may sell or transfer all or part of
its shares in our Managing General Partner without the approval of our unitholders. If a new owner were to acquire ownership of our Managing General Partner and to appoint new directors or officers of
its own choosing, it would be able to exercise substantial influence over our partnership's policies and procedures and exercise substantial influence over our management and the types of acquisitions
that we make. Such changes could result in our partnership's capital being used to make acquisitions in which Brookfield has no involvement or in making acquisitions that are substantially different
from our targeted acquisitions. Additionally, our partnership cannot predict with any certainty the effect that any transfer in the ownership of our Managing General Partner would have on the trading
price of our units or our partnership's ability to raise capital or make investments in the future, because such matters would depend to a large extent on the identity of the new owner and the new
owner's intentions with regard to our partnership. As a result, the future of our partnership would be uncertain and our partnership's business, financial condition and results of operations
may suffer.

Brookfield may increase its ownership of our partnership and the Holding LP relative to other unitholders.

Brookfield holds approximately 28.5% of the issued and outstanding interests in the Holding LP through a 0.5% special limited
partnership interest and a 28% redeemable limited partnership interest. The redeemable limited partnership interests held by Brookfield are redeemable for cash or exchangeable for our units in
accordance with the Redemption-Exchange Mechanism, which could result in Brookfield eventually owning approximately 28.1% of our issued and outstanding units (including other issued and outstanding
units that Brookfield currently also owns). See Item 10.B "Memorandum and Articles of AssociationDescription of the Holding LP's Limited Partnership
AgreementRedemption-Exchange Mechanism." Brookfield currently owns approximately 0.03% of our issued and outstanding units.

Our
Infrastructure Special L.P. may also reinvest incentive distributions in exchange for units of the Holding LP. See Item 7.B "Related Party
TransactionsIncentive Distributions." In addition, Brookfield has advised our partnership that it may from time-to-time reinvest distributions it receives from the Holding LP in
the Holding LP's distribution reinvestment plan, with the result that Brookfield will receive additional units of the Holding LP. Additional units of the Holding LP acquired,
directly or indirectly, by Brookfield are redeemable for cash or exchangeable for our units in accordance with the Redemption-Exchange Mechanism. See Item 10.B "Memorandum and Articles of
Association

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Description
of the Holding LP's Limited Partnership AgreementRedemption-Exchange Mechanism." Brookfield may also purchase additional units of our partnership in the market. Any of
these events may result in Brookfield increasing its ownership of our partnership and the Holding LP above 50%.

Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any fiduciary duties to act in the best interests of our unitholders.

Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any duty (statutory or otherwise)
to act in the best interests of the Service Recipients, nor do they impose other duties that are fiduciary in nature. As a result, our Managing General Partner, a wholly-owned subsidiary of Brookfield
Asset Management, in its capacity as our general partner, has sole authority to enforce the terms of such agreements and to consent to any waiver, modification or amendment of their provisions,
subject to approval by a majority of our independent directors in accordance with our conflicts protocol.

In
addition, theBermuda Limited Partnership Act of 1883("Bermuda Limited Partnership Act"), under which our partnership and the
Holding LP were established, does not impose statutory fiduciary duties on a general partner of a limited partnership in the same manner that certain corporate statutes, such as the Canada Business Corporations
Act("Canada Business Corporations Act"), impose fiduciary duties on directors of a corporation. In general, under
applicable Bermudian legislation, a general partner has certain limited duties to its limited partners, such as the duty to render accounts, account for private profits and not compete with the
partnership in business. In addition, Bermudian common law recognizes that a general partner owes a duty of utmost good faith to its limited partners. These duties are, in most respects, similar to
duties imposed on a general partner of a limited partnership under U.S. and Canadian law. However, to the extent that our Managing General Partner owes any such fiduciary duties to our partnership and
our unitholders, these duties have been modified pursuant to our Limited Partnership Agreement as a matter of contract law. We have been advised by Bermudian counsel that such modifications are not
prohibited under Bermudian law, subject to typical qualifications as to enforceability of contractual provisions, such as the application of general equitable principles. This is similar to Delaware
law which expressly permits modifications to the fiduciary duties owed to partners, other than an implied contractual covenant of good faith and fair dealing.

Our
Limited Partnership Agreement contains various provisions that modify the fiduciary duties that might otherwise be owed to our partnership and our unitholders, including when
conflicts of interest arise. Specifically, our Limited Partnership Agreement states that no breach of our Limited Partnership Agreement or a breach of any duty, including fiduciary duties, may be
found for any matter that has been approved by a majority of the independent directors of our Managing General Partner. In
addition, when resolving conflicts of interest, our Limited Partnership Agreement does not impose any limitations on the discretion of the independent directors or the factors which they may consider
in resolving any such conflicts. The independent directors of our Managing General Partner can therefore take into account the interests of third parties, including Brookfield, when resolving
conflicts of interest. Additionally, any fiduciary duty that is imposed under any applicable law or agreement is modified, waived or limited to the extent required to permit our Managing General
Partner to undertake any affirmative conduct or to make any decisions, so long as such action is reasonably believed to be in, or not inconsistent with, the best interests of our partnership.

In
addition, our Limited Partnership Agreement provides that our Managing General Partner and its affiliates do not have any obligation under our Limited Partnership Agreement, or as a
result of any duties stated or implied by law or equity, including fiduciary duties, to present business or investment opportunities to our partnership, the Holding LP, any Holding Entity or
any other holding entity established by us. They also allow affiliates of our Managing General Partner to engage in activities that may compete with us or our activities. Additionally, any failure by
our Managing General Partner to consent to any merger, consolidation or combination will not result in a breach of our Limited

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Partnership
Agreement or any other provision of law. Our Limited Partnership Agreement prohibits our limited partners from advancing claims that otherwise might raise issues as to compliance with
fiduciary duties or applicable law. These modifications to the fiduciary duties are detrimental to our unitholders because they restrict the remedies available for actions that might otherwise
constitute a breach of fiduciary duty and permit conflicts of interest to be resolved in a manner that is not in the best interests of our partnership or the best interests of our unitholders. See
Item 7.B. Related Party TransactionsConflicts of Interest and Fiduciary Duties".

Our organizational and ownership structure may create significant conflicts of interest that may be resolved in a manner that is not in the best interests of our partnership
or the best interests of our unitholders.

Our organizational and ownership structure involves a number of relationships that may give rise to conflicts of interest between our
partnership and our unitholders, on the one hand, and Brookfield, on the other hand. In certain instances, the interests of Brookfield may differ from the interests of our partnership and our
unitholders, including with respect to the types of acquisitions made, the timing and amount of distributions by our partnership, the reinvestment of returns generated by our operations, the use of
leverage when making acquisitions and the appointment of outside advisors and service providers, including as a result of the reasons described under Item 7.B "Related Party Transactions."

In
addition, the Service Provider, an affiliate of Brookfield, provides management services to us pursuant to our Master Services Agreement. Pursuant to our Master Services Agreement, on
a quarterly basis, we pay a base management fee to the Service Provider equal to 0.3125% (1.25% annually) of the market value of our partnership. For purposes of calculating the base management fee,
the market value of our partnership is equal to the aggregate value of all our outstanding units (assuming full conversion of Brookfield's limited partnership interests in Brookfield Infrastructure
into units and securities of the other Service Recipients that are no held by Brookfield Infrastructure, plus all outstanding third party debt with recourse to a Service Recipient, less all cash held
by such entities. Infrastructure Special L.P. will also receive incentive distributions based on the amount by which quarterly distributions on the limited partnership units of the
Holding LP exceed specified target levels as set forth in the Holding LP's limited partnership agreement. For a further explanation of the base management fee and incentive
distributions, see Item 6.A "Directors and Senior ManagementManagement Fee" and Item 7.B "Related Party TransactionsIncentive Distributions". This relationship
may give rise to conflicts of interest between us and our unitholders, on the one hand, and Brookfield, on the other, as Brookfield's interests may differ from the interests of Brookfield
Infrastructure and our unitholders.

Our
Managing General Partner, the sole shareholder of which is Brookfield, has sole authority to determine whether we will make distributions and the amount and timing of these
distributions. The arrangements we have with Brookfield may create an incentive for Brookfield to take actions which would have the effect of increasing distributions and fees payable to it, which may
be to the detriment of us and our unitholders. For example, because the base management fee is calculated based on the market value of our partnership, it may create an incentive for Brookfield to
increase or maintain the market value of our partnership over the near-term when other actions may be more favorable to us or our unitholders. Similarly, Brookfield may take actions to increase our
distributions in order to ensure Brookfield is paid incentive distributions in the near-term when other investments or actions may be more favorable to us or our unitholders. Also, through
Brookfield's ownership of our units and the Redeemable Partnership Units, it has an effective economic interest in our business of approximately 28.1% and therefore may be incentivized to increase
distributions payable to our unitholders and thereby to Brookfield.

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Our arrangements with Brookfield were negotiated in the context of an affiliated relationship and may contain terms that are less favorable than those which otherwise might
have been obtained from unrelated parties.

The terms of our arrangements with Brookfield were effectively determined by Brookfield in the context of the spin-off. While our
Managing General Partner's independent directors are aware of the terms of these arrangements and have approved the arrangements on our behalf, they did not negotiate the terms. These terms, including
terms relating to
compensation, contractual or fiduciary duties, conflicts of interest and Brookfield's ability to engage in outside activities, including activities that compete with us, our activities and limitations
on liability and indemnification, may be less favorable than otherwise might have resulted if the negotiations had involved unrelated parties. Under our Limited Partnership Agreement, persons who
acquire our units and their transferees will be deemed to have agreed that none of those arrangements constitutes a breach of any duty that may be owed to them under our Limited Partnership Agreement
or any duty stated or implied by law or equity.

Our Managing General Partner may be unable or unwilling to terminate the Master Services Agreement.

The Master Services Agreement provides that the Service Recipients may terminate the agreement only if: the Service Provider defaults
in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm to us and the default continues unremedied for a
period of 30 days after written notice of the breach is given to the Service Provider; the Service Provider engages in any act of fraud, misappropriation of funds or embezzlement against any
Service Recipient that results in material harm to us; the Service Provider is grossly negligent in the performance of its duties under the agreement and such negligence results in material harm to
the Service Recipients; or upon the happening of certain events relating to the bankruptcy or insolvency of the Service Provider. Our Managing General Partner cannot terminate the agreement for any
other reason, including if the Service Provider or Brookfield experiences a change of control, and there is no fixed term to the agreement. In addition, because our Managing General Partner is an
affiliate of Brookfield, it may be unwilling to terminate the Master Services Agreement, even in the case of a default. If the Service Provider's performance does not meet the expectations of
investors, and our Managing General Partner is unable or unwilling to terminate the Master Services Agreement, the market price of our units could suffer. Furthermore, the termination of the Master
Services Agreement would terminate our partnership's rights under the Relationship Agreement and our Licensing Agreements. See Item 7.B "Related Party TransactionsRelationship
Agreement" and Item 7.B "Related Party TransactionsLicensing Agreements."

The liability of the Service Provider is limited under our arrangements with it and we have agreed to indemnify the Service Provider against claims that it may face in
connection with such arrangements, which may lead it to assume greater risks when making decisions relating to us than it otherwise would if acting solely for its own account.

Under the Master Services Agreement, the Service Provider has not assumed any responsibility other than to provide or arrange for the
provision of the services described in the Master Services Agreement in good faith and will not be responsible for any action that our Managing General Partner takes in following or declining to
follow its advice or recommendations. In addition, under our Limited Partnership Agreement, the liability of our Managing General Partner and its affiliates, including the Service Provider, is limited
to the fullest extent permitted by law to conduct involving bad faith, fraud or willful misconduct or, in the case of a criminal matter, action that was known to have been unlawful. The liability of
the Service Provider under the Master Services
Agreement is similarly limited, except that the Service Provider is also liable for liabilities arising from gross negligence. In addition, our partnership has agreed to indemnify the Service Provider
to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses incurred by an indemnified person or threatened in connection with our operations,
investments and activities or in respect of or arising

28     Brookfield Infrastructure

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from
the Master Services Agreement or the services provided by the Service Provider, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have
resulted from the conduct in respect of which such persons have liability as described above. These protections may result in the Service Provider tolerating greater risks when making decisions than
otherwise would be the case, including when determining whether to use leverage in connection with acquisitions. The indemnification arrangements to which the Service Provider is a party may also give
rise to legal claims for indemnification that are adverse to our partnership and our unitholders.

Risks Relating to Our Units

Our unitholders do not have a right to vote on partnership matters or to take part in the management of our partnership.

Under our Limited Partnership Agreement, our unitholders are not entitled to vote on matters relating to our partnership, such as
acquisitions, dispositions or financing, or to participate in the management or control of our partnership. In particular, our unitholders do not have the right to remove our Managing General Partner,
to cause our Managing General Partner to withdraw from our partnership, to cause a new general partner to be admitted to our partnership, to appoint new directors to our Managing General Partner's
board of directors, to remove existing directors from our Managing General Partner's board of directors or to prevent a change of control of our Managing General Partner. In addition, except as
prescribed by applicable laws, our unitholders' consent rights apply only with respect to certain amendments to our Limited Partnership Agreement. As a result, unlike holders of common stock of a
corporation, our unitholders are not able to influence the direction of our partnership, including its policies and procedures, or to cause a change in its management, even if they are unsatisfied
with the performance of our partnership. Consequently, our unitholders may be deprived of an opportunity to receive a premium for their units in the future through a sale of our partnership and the
trading price of our units may be adversely affected by the absence or a reduction of a takeover premium in the trading price.

The market price of our units may be volatile.

The market price of our units may be highly volatile and could be subject to wide fluctuations. Some of the factors that could
negatively affect the price of our units include: general market and economic conditions, including disruptions, downgrades, credit events and perceived problems in the credit markets; actual or
anticipated variations in our quarterly operating results or distributions; changes in our investments or asset composition; write-downs or perceived credit or liquidity issues affecting our assets;
market perception of our partnership, our business and our assets; our level of indebtedness and/or adverse market reaction to any indebtedness we incur in the future; our ability to raise capital on
favorable terms or at all; loss of any major funding source; the termination of our Master Services Agreement or additions or departures of our or Brookfield's key personnel; changes in market
valuations of similar infrastructure companies; speculation in the press or investment community regarding us or Brookfield; and changes in U.S. tax laws that make it impractical or impossible
for our partnership to continue to be taxable as a partnership for U.S. federal income tax purposes. Securities markets in general have experienced extreme volatility that has often been
unrelated to the operating performance of particular companies or partnerships. Any broad market fluctuations may adversely affect the trading price of our units.

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We may need additional funds in the future and we may issue additional units in lieu of incurring indebtedness which may dilute existing holders of our units or we may issue
securities that have rights and privileges that are more favorable than the rights and privileges accorded to our unitholders.

Under our Limited Partnership Agreement, we may issue additional partnership securities, including units and options, rights, warrants
and appreciation rights relating to partnership securities for any purpose and for such consideration and on such terms and conditions as our Managing General Partner may determine. Our Managing
General Partner's board of directors will be able to determine the class, designations, preferences, rights, powers and duties of any additional partnership securities, including any rights to share
in our profits, losses and distributions, any rights to receive partnership assets upon our dissolution or liquidation and any redemption, conversion and exchange rights. Our Managing General Partner
may use such authority to issue additional units, which could dilute holders of our units, or to issue securities with rights and privileges that are more favorable than those of our units. Holders of
units will not have any pre-emptive right or any right to consent to or otherwise approve the issuance of any such securities or the terms on which any such securities may be issued.

Non-U.S. unitholders will be subject to foreign currency risk associated with Brookfield Infrastructure's distributions.

A significant number of our unitholders will reside in countries where the U.S. dollar is not the functional currency. Our
distributions are denominated in U.S. dollars but are settled in the local currency of the unitholder receiving the distribution. For each non-U.S. unitholder, the value received in the
local currency from the distribution will be determined based on the exchange
rate between the U.S. dollar and the applicable local currency at the time of payment. As such, if the U.S. dollar depreciates significantly against the local currency of the
non-U.S. unitholder, the value received by such unitholder in its local currency will be adversely affected.

U.S. investors in our units may find it difficult or impossible to enforce service of process and enforcement of judgments against us and directors and officers of
our Managing General Partner and the Service Provider.

We were established under the laws of Bermuda, and most of our subsidiaries are organized in jurisdictions outside of the
United States. In addition, our executive officers and the experts identified in this annual report on Form 20-F are located outside of the United States. Certain of the directors
and officers of our Managing General Partner and the Service Provider reside outside of the United States. A substantial portion of our assets are, and the assets of the directors and officers
of our Managing General Partner and the Service Provider and the experts identified in this annual report on Form 20-F may be, located outside of the United States. It may not be
possible for investors to effect service of process within the United States upon the directors and officers of our Managing General Partner and the Service Provider. It may also not be
possible to enforce against us, the experts identified in this annual report on Form 20-F, or the directors and officers of our Managing General Partner and the Service Provider judgments
obtained in U.S. courts predicated upon the civil liability provisions of applicable securities law in the United States.

Canadian investors in our units may find it difficult or impossible to enforce service of process and enforcement of judgments against us and the directors and officers of
our Managing General Partner and the Service Provider.

We were established under the laws of Bermuda, and most of our subsidiaries are organized in jurisdictions outside of Canada. Certain
of the directors and officers of our Managing General Partner and the Service Provider reside outside of Canada. A substantial portion of our assets are, and the assets of the directors and officers
of our Managing General Partner and the Service Provider and the experts identified in this annual report on Form 20-F may be, located outside of Canada. It may not be possible for investors to
effect service of process within Canada upon the directors and officers of our

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Managing
General Partner and the Service Provider. It may also not be possible to enforce against us, the experts identified in this annual report on Form 20-F, or the directors and officers of
our Managing
General Partner and the Service Provider judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

We may not be able to continue paying comparable or growing cash distributions to our unitholders in the future.

The amount of cash we can distribute to our unitholders depends upon the amount of cash we receive from the Holding LP and,
indirectly, the Holding Entities and the operating entities. The amount of cash the Holding LP, the Holding Entities and the operating entities generate will fluctuate from quarter to quarter
and will depend upon, among other things: the weather in the jurisdictions in which they operate; the level of their operating costs; and prevailing economic conditions. In addition, the actual amount
of cash we will have available for distribution will also depend on other factors, such as: the level of costs related to litigation and regulatory compliance matters; the cost of acquisitions, if
any; our debt service requirements; fluctuations in our working capital needs; our ability to borrow under our credit facilities; our ability to access capital markets; restrictions on distributions
contained in our debt agreements; and the amount, if any, of cash reserves established by our Managing General Partner in its discretion for the proper conduct of our business. As a result of all
these factors, we cannot guarantee that we will have sufficient available cash to pay a specific level of cash distributions to our unitholders. Furthermore, unitholders should be aware that the
amount of cash we have available for distribution depends primarily upon the cash flow of the Holding LP, the Holding Entities and the operating entities, and is not solely a function of
profitability, which is affected by non-cash items. As a result, we may declare and/or pay cash distributions during periods when we record net losses.

Risks Related to Taxation

General

Changes in tax law and practice may have a material adverse effect on the operations of our partnership, the Holding Entities, and the operating entities and, as a
consequence, the value of our assets and the net amount of distributions payable to our unitholders.

Our structure, including the structure of the Holding Entities and the operating entities, is based on prevailing taxation law and
practice in the local jurisdictions in which we operate. Any change in tax legislation (including in relation to taxation rates) and practice in these jurisdictions could adversely affect these
entities, as well as the net amount of distributions payable to our unitholders. Taxes and other constraints that would apply to our operating entities in such jurisdictions may not apply to local
institutions or other parties, and such parties may therefore have a significantly lower effective cost of capital and a corresponding competitive advantage in pursuing such acquisitions.

Our partnership's ability to make distributions depends on it receiving sufficient cash distributions from its underlying operations, and we cannot assure our unitholders
that our partnership will be able to make cash distributions to them in amounts that are sufficient to fund their tax liabilities.

Our Holding Entities and operating entities may be subject to local taxes in each of the relevant territories and jurisdictions in
which they operate, including taxes on income, profits or gains and withholding taxes. As a result, our partnership's cash available for distribution is indirectly reduced by such taxes, and the
post-tax return to our unitholders is similarly reduced by such taxes. We intend for future acquisitions to be assessed on a case-by-case basis and, where possible and commercially viable, structured
so as to minimize any adverse tax consequences to our unitholders as a result of making such acquisitions.

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In
general, a unitholder that is subject to income tax in Canada or the United States must include in income its allocable share of our partnership's items of income, gain, loss,
and deduction (including, so long as it is treated as a partnership for tax purposes, our partnership's allocable share of those items of the Holding LP) for each of our partnership's fiscal
years ending with or within such unitholder's tax year. See Item 10.E "TaxationCertain Material Canadian Federal Income Tax Considerations" and "TaxationCertain
Material U.S. Federal Income Tax Considerations". However, the cash distributed to a unitholder may not be sufficient to pay the full amount of such unitholder's tax liability in respect of its
investment in our partnership, because each unitholder's tax liability depends on such unitholder's particular tax situation and the tax treatment of the underlying activities or assets of our
partnership. If our partnership is unable to distribute cash in
amounts that are sufficient to fund our unitholders' tax liabilities, each of our unitholders will still be required to pay income taxes on its share of our partnership's taxable income.

As a result of holding our units, our unitholders may be subject to U.S. federal, state, local or non-U.S. taxes and return filing obligations in jurisdictions
in which they are not resident for tax purposes or otherwise not subject to tax.

Our unitholders may be subject to U.S. federal, state, local, and non-U.S. taxes, including unincorporated business taxes
and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which our partnership entities do business or own property now or in the future, even if our unitholders do
not reside in any of those jurisdictions. Our unitholders may be required to file income tax returns and pay income taxes in some or all of these jurisdictions. Further, our unitholders may be subject
to penalties for failure to comply with these requirements. Although our partnership will attempt, to the extent reasonably practicable, to structure our partnership operations and investments so as
to minimize income tax filing obligations by our unitholders in such jurisdictions, there may be circumstances in which our partnership is unable to do so. It is the responsibility of each unitholder
to file all U.S. federal, state, local, and non-U.S. tax returns that may be required of such unitholder.

Our unitholders may be exposed to transfer pricing risks.

To the extent that our partnership, the Holding LP, the Holding Entities or the operating entities enter into transactions or
arrangements with parties with whom they do not deal at arm's length, including Brookfield, the relevant tax authorities may seek to adjust the quantum or nature of the amounts received or paid by
such entities if they consider that the terms and conditions of such transactions or arrangements differ from those that would have been made between persons dealing at arm's length. This could result
in more tax (and penalties and interest) being paid by such entities, and therefore the return to investors could be reduced. For Canadian tax purposes, a transfer pricing adjustment may in
certain circumstances result in additional income being allocated to a unitholder with no corresponding cash distribution or in a dividend being deemed to be paid by a Canadian-resident to a non-arm's
length non-resident, which deemed dividend is subject to Canadian withholding tax.

Our
Managing General Partner believes that the base management fee and any other amount that is paid to the Service Provider will be commensurate with the value of the services being
provided by the Service Provider and comparable to the fees or other amounts that would be agreed to in an arm's-length arrangement. However, no assurance can be given in this regard.

If
the relevant tax authority were to assert that an adjustment should be made under the transfer pricing rules to an amount that is relevant to the computation of the income of the
Holding LP or our
partnership, such assertion could result in adjustments to amounts of income (or loss) allocated to our unitholders by our partnership for tax purposes. In addition, we might also be liable for
transfer pricing penalties in respect of transfer pricing adjustments unless reasonable efforts were made to determine, and use, arm's-length transfer prices. Generally, reasonable efforts in this
regard are only considered to

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be
made if contemporaneous documentation has been prepared in respect of such transactions or arrangements that support the transfer pricing methodology.

The U.S. Internal Revenue Service ("IRS") or Canada Revenue Service ("CRA") may not agree with certain assumptions and conventions that our partnership uses in order
to comply with applicable U.S. and Canadian federal income tax laws or that our partnership uses to report income, gain, loss, deduction, and credit to our unitholders.

Our partnership will apply certain assumptions and conventions in order to comply with applicable tax laws and to report income, gain,
deduction, loss, and credit to a unitholder in a manner that reflects such unitholder's beneficial ownership of partnership items, taking into account variation in ownership interests during each
taxable year because of trading activity. A successful IRS or CRA challenge to such assumptions or conventions could adversely affect the amount of tax benefits available to our unitholders and could
require that items of income, gain, deduction, loss, or credit, including interest deductions, be adjusted, reallocated or disallowed in a manner that adversely affects our unitholders. See
Item 10.E "TaxationCertain Material Canadian Federal Income Tax Considerations" and "TaxationCertain Material U.S. Federal Income Tax Considerations."

United States

If our partnership or the Holding LP were to be treated as a corporation for U.S. federal income tax purposes, the value of our units might be adversely
affected.

The value of our units to unitholders will depend in part on the treatment of our partnership and the Holding LP as partnerships
for U.S. federal income tax purposes. However, in order for our partnership to be treated as a partnership for U.S. federal income tax purposes, under present law, 90% or more of our
partnership's gross income for every taxable year must consist of qualifying income, as defined in Section 7704 of theU.S. Internal Revenue Code of
1986(U.S. Internal Revenue Code"), and our partnership must not be required to register, if it were a U.S. corporation, as an investment company under the
Investment Company Act and related rules. Although our Managing General Partner intends to manage our partnership's affairs so that our partnership will not need to be registered as an investment
company if it were a U.S. corporation and so that it will meet the 90% test described above in each taxable year, our partnership may not meet these requirements, or current law may change so
as to cause, in either event, our partnership to be treated as a corporation for U.S. federal income tax purposes. If our partnership (or the Holding LP) were treated as a
corporation for U.S. federal income tax purposes, adverse U.S. federal income tax consequences could result for our unitholders and our partnership (or the Holding LP, as
applicable), as described in greater detail in Item 10.E "TaxationCertain Material U.S. Federal Income Tax ConsiderationsPartnership Status of Our Partnership
and the Holding LP."

The U.S. Congress has considered legislation that could, if enacted, adversely affect our partnership's qualification as a partnership for U.S. federal tax
purposes under the publicly traded partnership rules. If this or similar legislation were to be enacted and to apply to our partnership, then the value of our units might be adversely affected.

Over the past several years, a number of legislative proposals have been considered by the U.S. Congress which could have had
adverse tax consequences for our partnership and its unitholders. Most recently, Representative Camp, Chairman of the Ways and Means Committee of the U.S. House of Representatives, released a
discussion draft of proposed legislation that would, among other things, prevent our partnership from qualifying for treatment as a partnership for U.S. federal tax purposes for taxable years
beginning after 2016. If Chairman Camp's proposal were to be enacted into law, or any other change in the tax laws or their interpretation were to prevent our partnership from qualifying for treatment
as a partnership for U.S. federal tax purposes under the publicly traded partnership rules, then our partnership could be classified as a corporation for U.S. federal tax purposes. Such

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classification
could have adverse tax consequences to our unitholders, as described in the preceding risk factor. Unitholders should consult their own tax advisers as to the potential effect of any
proposed or future legislation on an investment in our partnership.

We may be subject to U.S. backup withholding tax or other U.S. withholding taxes if any unitholder fails to comply with U.S. tax reporting rules or if
the U.S. Internal Revenue Service ("IRS") or other applicable state or local taxing authority does not accept our withholding methodology, and such excess withholding tax cost will be an
expense borne by our partnership and, therefore, by all of our unitholders on a pro rata basis.

We may become subject to U.S. "backup" withholding tax or other U.S. withholding taxes with respect to any unitholder who
fails to timely provide our partnership (or the applicable clearing agent or other intermediary) with an IRS Form W-9 or IRS Form W-8, as the case may be, or if the
withholding methodology we use is not accepted by the IRS or other applicable state or local taxing authority. See Item 10.E "TaxationCertain Material U.S. Federal Income
Tax ConsiderationsAdministrative MattersWithholding and Backup Withholding". To the extent that any unitholder fails to timely provide the applicable form (or such
form is not properly completed), or should the IRS or other applicable state or local taxing authority not accept our withholding methodology, our partnership might treat such U.S. backup
withholding taxes or other U.S. withholding taxes as an expense, which would be borne indirectly by all of our unitholders on a pro rata basis. As a result, our unitholders that fully
comply with their U.S. tax reporting obligations may bear a share of such burden created by other unitholders that do not comply with the U.S. tax reporting rules.

Tax-exempt organizations may face certain adverse U.S. tax consequences from owning our units.

Our Managing General Partner intends to use commercially reasonable efforts to structure the activities of our partnership and the
Holding LP, respectively, to avoid generating income connected with the conduct of a trade or business (which income generally would constitute "unrelated business taxable income" ("UBTI") to
the extent allocated to a tax-exempt organization). However, neither our partnership nor the Holding LP is prohibited from incurring indebtedness, and no assurance can be provided that neither
our partnership nor the Holding LP will generate UBTI attributable to debt-financed property in the future. In particular, UBTI includes income attributable to debt-financed property, and
neither our partnership nor the Holding LP is prohibited from financing the acquisition of property with debt. The potential for income to be characterized as UBTI could make our units an
unsuitable investment for a tax-exempt organization. Each tax-exempt organization should consult its own tax adviser to determine the U.S. federal income tax consequences of an investment in
our units.

If our partnership were engaged in a U.S. trade or business, non-U.S. persons would face certain adverse U.S. tax consequences from owning
our units.

Our Managing General Partner intends to use commercially reasonable efforts to structure the activities of our partnership and the
Holding LP to avoid generating income treated as effectively connected with a U.S. trade or business, including effectively connected income attributable to the sale of a
"United States real property interest", as defined in the U.S. Internal Revenue Code. If our partnership were deemed to be engaged in a U.S. trade or business, or to realize gain
from the sale or other disposition of a U.S. real property interest, Non-U.S. Holders (as defined in Item 10.E "TaxationCertain Material U.S. Federal
Income Tax Considerations") generally would be required to file U.S. federal income tax returns and could be subject to U.S. federal withholding tax at the highest marginal
U.S. federal income tax rates applicable to ordinary income. See Item 10.E "TaxationCertain Material U.S. Federal Income Tax ConsiderationsConsequences
to Non-U.S. Holders".

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To meet U.S. federal income tax and other objectives, our partnership and the Holding LP may invest through U.S. and non-U.S. Holding Entities that are
treated as corporations for U.S. federal income tax purposes, and such Holding Entities may be subject to corporate income tax.

To meet U.S. federal income tax and other objectives, our partnership and the Holding LP may invest through U.S. and
non-U.S. Holding Entities that are treated as corporations for U.S. federal income tax purposes, and such Holding Entities may be subject to corporate income tax. Consequently, items of
income, gain, loss, deduction, or credit realized in the first instance by the operating entities will not flow, for U.S. federal income tax purposes, directly to the Holding LP, our
partnership, or our unitholders, and any such income or gain may be subject to a corporate income tax, in the United States or other jurisdictions, at the level of the Holding Entity. Any such
additional taxes may adversely affect our partnership's ability to maximize its cash flow.

Our unitholders taxable in the United States may be viewed as holding an indirect interest in an entity classified as a "passive foreign investment company" for
U.S. federal income tax purposes.

U.S. Holders may face adverse U.S. tax consequences arising from the ownership of a direct or indirect interest in a
"passive foreign investment company" ("PFIC"). In general, gain realized by U.S. Holders from the sale of stock of a PFIC is subject to tax at ordinary income rates, and an interest charge
generally applies. Alternatively, U.S. Holders making certain elections with respect to their direct or indirect interest in a PFIC may be required to recognize taxable income prior to the
receipt of cash relating to such income. See Item 10.E "TaxationCertain Material U.S. Federal Income Tax ConsiderationsConsequences to
U.S. HoldersPassive Foreign Investment Companies". Based on our organizational structure, as well as our expected income and assets, our Managing General Partner currently believes
that a U.S. Holder is unlikely to be regarded as owning an interest in a PFIC solely by reason of owning our units for the taxable year ending December 31, 2014. However, our Managing
General Partner believes that some of our operating entities may have been PFICs in prior taxable years. Furthermore, there can be no assurance that a future entity in which our partnership acquires
an interest will not be classified as a PFIC with respect to a U.S. Holder, because PFIC status is a factual determination that depends on the assets and income of a given entity and must be
made on an annual basis. Each U.S. Holder should consult its own tax adviser regarding the implication of the PFIC rules for an investment in our units.

Tax gain or loss from the disposition of our units could be more or less than expected.

If a sale of our units by a unitholder is taxable in the United States, the unitholder will recognize gain or loss for
U.S. federal income tax purposes equal to the difference between the amount realized and the unitholder's adjusted tax basis in such units. Prior distributions to a unitholder in excess of the
total net taxable income allocated to such unitholder will have decreased such unitholder's tax basis in our units. Therefore, such excess distributions will increase a unitholder's taxable gain or
decrease such unitholder's taxable loss when our units are sold, and may result in a taxable gain even if the sale price is less than the original cost. A portion of the amount realized, whether or
not representing gain, could be ordinary income to such unitholder.

Our partnership structure involves complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. The tax
characterization of our partnership structure is also subject to potential legislative, judicial, or administrative change and differing interpretations, possibly on a retroactive basis.

The U.S. federal income tax treatment of our unitholders depends in some instances on determinations of fact and interpretations
of complex provisions of U.S. federal income tax
law for which no clear precedent or authority may be available. Unitholders should be aware that the U.S. federal income tax rules, particularly those applicable to partnerships, are constantly
under review by the Congressional tax-writing committees and other persons involved in the legislative process, the

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IRS,
the Treasury Department and the courts, frequently resulting in changes which could adversely affect the value of our units or cause our partnership to change the way it conducts its activities.
In addition, our partnership's organizational documents and agreements permit our Managing General Partner to modify our Limited Partnership Agreement, without the consent of our unitholders, to
address such changes. These modifications could have a material adverse impact on our unitholders. See Item 10.E " TaxationCertain Material
U.S. Federal Income Tax ConsiderationsAdministrative MattersNew Legislation or Administrative or Judicial Action".

Our partnership's delivery of required tax information for a taxable year may be subject to delay, which could require a unitholder who is a U.S. taxpayer to request
an extension of the due date for such unitholder's income tax return.

Our partnership has agreed to use commercially reasonable efforts to provide U.S. tax information (including IRS
Schedule K-1 information needed to determine a unitholder's allocable share of our partnership's income, gain, losses, and deductions) no later than 90 days after the close of each
calendar year. However, providing this U.S. tax information to our unitholders will be subject to delay in the event of, among other reasons, the late receipt of any necessary tax information
from lower-tier entities. It is therefore possible that, in any taxable year, a unitholder will need to apply for an extension of time to file such unitholder's tax returns. See Item 10.E
"Certain Material U.S. Federal Income Tax ConsiderationsAdministrative MattersInformation Returns".

The sale or exchange of 50% or more of our units will result in the constructive termination of our partnership for U.S. federal income tax purposes.

Our partnership will be considered to have been terminated for U.S. federal income tax purposes if there is a sale or exchange
of 50% or more of our units within a 12-month period. A constructive termination of our partnership would, among other things, result in the closing of its taxable year for U.S. federal income
tax purposes for all of our unitholders and could result in the possible acceleration of income to certain of our unitholders and certain other consequences that could adversely affect the value of
our units. However, our Managing General
Partner does not expect a constructive termination, should it occur, to have a material impact on the computation of the future taxable income generated by our partnership for U.S. federal
income tax purposes. See Item 10.E "TaxationCertain Material U.S. Federal Income Tax ConsiderationsAdministrative MattersConstructive Termination".

Under the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act of 2010 ("FATCA"), certain payments made or received by our
partnership on or after July 1, 2014 may be subject to a 30% federal withholding tax, unless certain requirements are met.

Under FATCA, a 30% withholding tax may apply to certain payments of U.S.-source income made on or after July 1, 2014 to our
partnership, the Holding LP, the Holding Entities, or the operating entities, or by our partnership to a unitholder, unless certain requirements are met, as described in greater detail in
Item 10.E "TaxationCertain Material U.S. Federal Income Tax ConsiderationsAdministrative MattersForeign Account Tax Compliance". The 30%
withholding tax may also apply to certain payments made on or after January 1, 2017 that are attributable to U.S.-source income or that constitute gross proceeds from the disposition of
property that could produce U.S.-source dividends or interest. To ensure compliance with FATCA, information regarding certain unitholders' ownership of our units may be reported to the IRS or to a
non-U.S. governmental authority. Unitholders should consult their own tax advisers regarding the consequences under FATCA of an investment in our units.

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Canada

If the subsidiaries that are corporations ("Non-Resident Subsidiaries") and that are not resident or deemed to be resident in Canada for purposes of the Income
Tax Act (Canada) (together with the regulations thereunder, "Tax Act") and that are "controlled foreign affiliates" (as defined in the Tax Act and referred to herein as
"CFAs") in which the Holding LP directly invests earn income that is "foreign accrual property income" ("FAPI"), our unitholders may be required to include amounts allocated from our
partnership in computing their income for Canadian federal income tax purposes even though there may be no corresponding cash distribution.

Certain of the Non-Resident Subsidiaries in which the Holding LP directly invests are expected to be CFAs of the
Holding LP. If any CFA of the Holding LP or any direct or indirect subsidiary thereof that is itself a CFA of the Holding LP ("Indirect CFA"), earns income that is characterized
as FAPI in a particular taxation year of the CFA or Indirect CFA, the FAPI allocable to the Holding LP must be included in computing the income of the Holding LP for Canadian federal
income tax purposes for the fiscal period of the Holding LP in which the taxation year of that CFA or Indirect CFA ends, whether or not the Holding LP actually receives a distribution of
that FAPI. Our partnership will include its share of such FAPI of the Holding LP in computing its income for Canadian federal income tax purposes and our unitholders will be required to include
their proportionate share of such FAPI allocated from our partnership in computing their income for Canadian federal income tax purposes. As a result, our unitholders may be required to include
amounts in their income for Canadian federal income tax purposes even though they have not and may not receive an actual cash distribution of such amounts. The Tax Act contains anti-avoidance
rules to address certain foreign tax credit generator transactions ("Foreign Tax Credit Generator Rules"). Under the Foreign Tax Credit Generator Rules, the "foreign accrual tax" (as defined in
the Tax Act) applicable to a particular amount of FAPI included in the Holding LP's income in respect of a particular CFA of the Holding LP may be limited in certain specified
circumstances. See Item 10.E "TaxationCertain Material Canadian Federal Income Tax Considerations".

Unitholders may be required to include imputed amounts in their income for Canadian federal income tax purposes in accordance with section 94.1 of the Tax Act.

Section 94.1 of the Tax Act contains rules relating to investments in entities that are not resident or deemed to be
resident in Canada for purposes of the Tax Act or not situated in Canada, other than a CFA of the taxpayer ("Non-Resident Entities"), that could in certain circumstances cause income to be
imputed to unitholders for Canadian federal income tax purposes, either directly or by way of allocation of such income imputed to our partnership or to the Holding LP. See Item 10.E
"TaxationCertain Material Canadian Federal Income Tax Considerations".

Unitholders' foreign tax credits for Canadian federal income tax purposes will be limited if the Foreign Tax Credit Generator Rules apply in respect of the foreign
"business-income tax" or "non-business-income tax" (each as defined in the Tax Act) paid by our partnership or the Holding LP to a foreign country.

Under the Foreign Tax Credit Generator Rules, the foreign "business-income tax" or "non-business-income tax" for Canadian federal
income tax purposes for any taxation year may be limited in certain circumstances. If the Foreign Tax Credit Generator Rules apply, the allocation to a unitholder of foreign "business-income tax" or
"non-business-income tax" paid by our partnership or the Holding LP, and therefore, such unitholder's foreign tax credits for Canadian federal income tax purposes, will be limited. See
Item 10.E "TaxationCertain Material Canadian Federal Income Tax Considerations".

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Unitholders who are not and are not deemed to be resident in Canada for purposes of the Tax Act and who do not use or hold, and are not deemed to use or hold, their
units of our partnership in connection with a business carried on in Canada ("non-Canadian limited partners"), may be subject to Canadian federal income tax with respect to any Canadian source
business income earned by our partnership or the Holding LP if our partnership or the Holding LP were considered to carry on business in Canada.

If our partnership or the Holding LP were considered to carry on a business in Canada for purposes of the Tax Act,
non-Canadian limited partners would be subject to Canadian federal income tax on their proportionate share of any Canadian source business income earned or considered to be earned by our partnership,
subject to the potential application of the safe harbor rule in section 115.2 of the Tax Act and any relief that may be provided by any relevant income tax treaty or convention.

Our
Managing General Partner intends to manage the affairs of our partnership and the Holding LP, to the extent possible, so that they do not carry on business in Canada and are
not considered or deemed to carry on business in Canada for purposes of the Tax Act. Nevertheless, because the determination of whether our partnership or the Holding LP is carrying on
business and, if so, whether that business is carried on in Canada, is a question of fact that is dependent upon the surrounding circumstances, the CRA might contend successfully that either or both
of our partnership and the Holding LP carries on business in Canada for purposes of the Tax Act.

If
our partnership or the Holding LP is considered to carry on business in Canada or is deemed to carry on business in Canada for the purposes of the Tax Act, non-Canadian
limited partners that are corporations would be required to file a Canadian federal income tax return for each taxation year in which they are a non-Canadian limited partner regardless of
whether relief from Canadian taxation is available under an applicable income tax treaty or convention. Non-Canadian limited partners who are individuals would only be required to file a
Canadian federal income tax return for any taxation year in which they are allocated income from our partnership from carrying on business in Canada that is not exempt from Canadian taxation under the
terms of an applicable income tax treaty or convention.

Non-Canadian limited partners may be subject to Canadian federal income tax on capital gains realized by our partnership or the Holding LP on dispositions of "taxable
Canadian property" (as defined in the Tax Act).

A non-Canadian limited partner will be subject to Canadian federal income tax on its proportionate share of capital gains realized by
our partnership or the Holding LP on the disposition of "taxable Canadian property" other than "treaty-protected property" (as defined in the Tax Act). "Taxable Canadian property"
includes, but is not limited to, property that is used or held in a business carried on in Canada and shares of corporations that are not listed on a "designated stock exchange" (as defined in
the Tax Act) if more than 50% of the fair market value of the shares is derived from certain Canadian properties during the 60-month period immediately preceding the particular time. Property
of our partnership and the Holding LP generally will be "treaty-protected property" to a non-Canadian limited partner if the gain from the disposition of the property would, because of an
applicable income tax treaty or convention, be exempt from tax under the Tax Act. Our Managing General Partner does not expect our partnership or the Holding LP to realize capital gains
or losses from dispositions of "taxable Canadian property". However, no assurance can be given in this regard. Non-Canadian limited partners will be required to file a Canadian federal income
tax return in respect of a disposition of "taxable Canadian property" by our partnership or the Holding LP unless the disposition is an "excluded disposition" for the purposes of
section 150 of the Tax Act. However, non-Canadian limited partners that are corporations will still be required to file a Canadian federal income tax return in respect of a
disposition of "taxable Canadian property" that is an "excluded disposition" for purposes of section 150 of the Tax Act if tax would otherwise be payable under Part I of the
Tax Act by the non-Canadian limited partners in respect of the disposition but is not because of an applicable income tax treaty or convention (otherwise than in respect of a disposition of
"taxable

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Canadian
property" that is "treaty-protected property" of the corporation). In general, an "excluded disposition" is a disposition of property by a taxpayer in a taxation year where (a) the
taxpayer is a non-resident of Canada at the time of the disposition; (b) no tax is payable by the taxpayer under Part I of the Tax Act for the taxation year; (c) the
taxpayer is not liable to pay any amounts under the Tax Act in respect of any previous taxation year (other than certain amounts for which the CRA holds adequate security); and (d) each
"taxable Canadian property" disposed of by the taxpayer in the taxation year is either (i) "excluded property" (as defined in subsection 116(6) of the Tax Act) or
(ii) property in respect of
the disposition of which a certificate under subsection 116(2), (4) or (5.2) of the Tax Act has been issued by the CRA. Non-Canadian limited partners should consult their
own tax advisors with respect to the requirements to file a Canadian federal income tax return in respect of a disposition of "taxable Canadian property" by our partnership or the
Holding LP.

Non-Canadian limited partners may be subject to Canadian federal income tax on capital gains realized on the disposition of our units if our units are "taxable Canadian
property".

Any capital gain arising from the disposition or deemed disposition of our units by a non-Canadian limited partner will be subject to
taxation in Canada, if, at the time of the disposition or deemed disposition, our units are "taxable Canadian property" of the non-Canadian limited partner, unless our units are "treaty-protected
property" to such non-Canadian limited partner. In general, our units will not constitute "taxable Canadian property" of any non-Canadian limited partner at the time of disposition or deemed
disposition, unless (a) at any time in the 60-month period immediately preceding the disposition or deemed disposition, more than 50% of the fair market value of our units was derived, directly
or indirectly (excluding through a corporation, partnership or trust, the shares or interests in which were not themselves "taxable Canadian property"), from one or any combination of (i) real
or immovable property situated in Canada, (ii) "Canadian resource property" (as defined in the Tax Act), (iii) "timber resource property" (as defined in the
Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, such property, whether or not such property exists, or (b) our units are otherwise deemed to
be "taxable Canadian property". Since our partnership's assets will consist principally of units of the Holding LP, our units would generally be "taxable Canadian property" at a particular time
if the units of the Holding LP held by our partnership derived, directly or indirectly (excluding through a corporation, partnership or trust, the shares or interests in which were not
themselves "taxable Canadian property") more than 50% of their fair market value from properties described in (i) to (iv) above, at any time in the 60-month period preceding the
particular time. Units of our partnership will be "treaty-protected property" if the gain on the disposition of our units is exempt from tax under the Tax Act under the terms of an applicable
income tax treaty or convention. Our Managing General Partner does not expect our units to be "taxable Canadian property" of any non-Canadian limited partner at any time but no assurance can be given
in this regard. See Item 10.E "TaxationCertain Material Canadian Federal Income Tax Considerations." Even if our units constitute "taxable Canadian property", our units will be
"treaty-protected property" if the gain on the disposition of our units is exempt from tax under the Tax Act under the terms of an applicable income tax treaty or convention. If our units
constitute "taxable Canadian property", non-Canadian limited partners will be required to file a Canadian federal income tax return in respect of a disposition of our units unless the
disposition is an "excluded disposition" (as discussed above). If our units constitute "taxable Canadian property", non-Canadian limited partners should consult their own tax advisors with
respect to the requirement to file a Canadian federal income tax return in respect of a disposition of our units.

Non-Canadian limited partners may be subject to Canadian federal income tax reporting and withholding tax requirements on the disposition of "taxable Canadian property".

Non-Canadian limited partners who dispose of "taxable Canadian property", other than "excluded property" (as defined in
subsection 116(6) of the Tax Act) and certain other property described in subsection 116(5.2) of the Tax Act, (or who are considered to have disposed of such
property on the

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disposition
of such property by our partnership or the Holding LP), are obligated to comply with the procedures set out in section 116 of the Tax Act and obtain a certificate
pursuant to the Tax Act. In order to obtain such certificate, the non-Canadian limited partner is required to report certain particulars relating to the transaction to the CRA not later than
10 days after the disposition occurs. Our Managing General Partner does not expect our units to be "taxable Canadian property" of any non-Canadian limited partner and does not expect our
partnership or the Holding LP to dispose of property that is "taxable Canadian property" but no assurance can be given in these regards.

Payments of dividends or interest (other than interest exempt from Canadian federal withholding tax) by residents of Canada to the Holding LP will be subject to
Canadian federal withholding tax and we may be unable to apply a reduced rate taking into account the residency or entitlement to relief under an applicable income tax treaty or convention of our
unitholders.

Our partnership and the Holding LP will be deemed to be a non-resident person in respect of certain amounts paid or credited or
deemed to be paid or credited to them by a person resident or deemed to be resident in Canada, including dividends or interest. Dividends or interest (other than interest exempt from Canadian federal
withholding tax) paid or deemed to be paid by a person resident or deemed to be resident in Canada to the Holding LP will be subject to withholding tax under Part XIII of the
Tax Act at the rate of 25%. However, the CRA's administrative practice in similar circumstances is to permit the rate of Canadian federal withholding tax applicable to such payments to be
computed by looking through the partnership and taking into account the residency of the partners (including partners who are resident in Canada) and any reduced rates of Canadian federal withholding
tax that any non-Canadian limited partners may be entitled to under an applicable income tax treaty or convention, provided that the residency status and entitlement to treaty benefits can be
established. In determining the rate of Canadian federal withholding tax applicable to amounts paid by the Holding Entities to the Holding LP, our Managing General Partner expects the Holding
Entities to look-through the Holding LP and our partnership to the residency of the partners of our partnership (including partners who are resident in Canada) and to take into account any
reduced rates of Canadian federal withholding tax that non-Canadian limited partners may be entitled to under an applicable income tax treaty or convention in order to determine the appropriate amount
of
Canadian federal withholding tax to withhold from dividends or interest paid to the Holding LP. However, there can be no assurance that the CRA will apply its administrative practice in this
context. If the CRA's administrative practice is not applied and the Holding Entities withhold Canadian federal withholding tax from applicable payments on a look-through basis, the Holding Entities
may be liable for additional amounts of Canadian federal withholding tax plus any associated interest and penalties. Under theCanada-United States Tax Convention
1980("Treaty"), in certain circumstances a Canadian-resident payer is required to look-through fiscally transparent partnerships, such as our partnership, and the
Holding LP to the residency and Treaty entitlements of their partners and take into account the reduced rates of Canadian federal withholding tax that such partners may be entitled to under
the Treaty.

While
we expect the Holding Entities to look-through our partnership and the Holding LP in determining the rate of Canadian federal withholding tax applicable to amounts paid or
deemed to be paid by the Holding Entities to the Holding LP, we may be unable to accurately or timely determine the residency of our unitholders for purposes of establishing the extent to which
Canadian federal withholding taxes apply or whether reduced rates of withholding tax apply to some or all of our unitholders. In such a case, the Holding Entities will withhold Canadian federal
withholding tax from all payments made to the Holding LP that are subject to Canadian federal withholding tax at the rate of 25%. Canadian-resident unitholders will be entitled to claim a
credit for such taxes against their Canadian federal income tax liability but non-Canadian limited partners will need to take certain steps to receive a refund or credit in respect of any such
Canadian federal withholding taxes withheld equal to the difference between the withholding tax at a rate of 25% and the withholding tax at the reduced

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rate
they are entitled to under an applicable income tax treaty or convention. Investors should consult their own tax advisors concerning all aspects of Canadian federal withholding taxes.

Our units may not continue to be "qualified investments" under the Tax Act for registered plans.

Provided that our units are listed on a "designated stock exchange" (which currently includes the Toronto Stock Exchange ("TSX") and
the NYSE), our units will be "qualified investments" under the Tax Act for a trust governed by a registered retirement savings plan ("RRSP"), deferred profit sharing plan, registered retirement
income fund ("RRIF"), registered education savings plan, registered disability savings plan, and a tax-free savings account ("TFSA"). However, there can be no assurance that tax laws relating to
"qualified investments" will not be changed. Taxes may be imposed in respect of the acquisition or holding of non-qualified investments by such registered plans and certain other taxpayers and with
respect to the acquisition or holding of "prohibited investments" (as defined in the Tax Act) by a TFSA or an RRSP or RRIF.

Notwithstanding
the foregoing, a holder of a TFSA or an annuitant under an RRSP or RRIP, as the case may be, will be subject to a penalty tax if our units held in a TFSA, RRSP or RRIF
are a "prohibited investment" (as defined in the Tax Act) for the TFSA, RRSP or RRIF, as the case may be. Generally, our units will not be a "prohibited investment" if the holder of the
TFSA or the annuitant under the RRSP or RRIF, as applicable, deals at arm's length with our partnership for purposes of the Tax Act and does not have a "significant interest" (as defined
in the Tax Act) in our partnership. Unitholders who intend to hold our units in a TFSA, RRSP or RRIF should consult with their own tax advisors regarding the application of the foregoing
"prohibited investment" rules having regard to their particular circumstances.

The Canadian federal income tax consequences to our unitholders could be materially different in certain respects from those described in this annual report on
Form 20-F if our partnership or the Holding LP is a "SIFT partnership" (as defined in the Tax Act).

Under the rules in the Tax Act applicable to a "SIFT partnership" ("SIFT Rules"), certain income and gains earned by a "SIFT
partnership" will be subject to income tax at the partnership level at a rate similar to a corporation, and allocations of such income and gains to its partners will be taxed as a dividend from a
taxable Canadian corporation. In particular, a "SIFT partnership" will be required to pay a tax on the total of its income from businesses carried on in Canada, income from "non-portfolio properties"
(as defined in the Tax Act) other than taxable dividends, and taxable capital gains from dispositions of "non-portfolio properties". "Non-portfolio properties" include, among other
things, equity interests or debt of corporations, trusts or partnerships that are resident in Canada, and of non-resident persons or partnerships the principal source of income of which is one or any
combination of sources in Canada (other than an "excluded subsidiary entity", as defined in the Tax Act that are held by the "SIFT partnership" and have a fair market value that is greater than
10% of the equity value of such entity, or that have, together with debt or equity that the "SIFT partnership" holds of entities affiliated (within the meaning of the Tax Act) with such entity,
an aggregate fair market value that is greater than 50% of the equity value of the "SIFT partnership". The tax rate that is applied to the above mentioned sources of income and gains is set at a rate
equal to the "net corporate income tax rate" plus the "provincial SIFT tax rate" (each as defined in the Tax Act).

A
partnership will be a "SIFT partnership" throughout a taxation year if at any time in the taxation year (i) it is a "Canadian resident partnership" (as defined in the
Tax Act), (ii) "investments" (as defined in the Tax Act) in the partnership are listed or traded on a stock exchange or other public market, and (iii) it holds one
or more "non-portfolio properties". For these purposes, a partnership will be a "Canadian resident partnership" at a particular time if (a) it is a "Canadian partnership" (as defined in
the Tax Act) at that time, (b) it would, if it were a corporation be resident in Canada (including, for greater certainty, a partnership that has its central management and control
located in Canada), or (c) it was formed under the laws of a province. A "Canadian partnership" for these

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purposes
is a partnership all of whose members are resident in Canada or are partnerships that are "Canadian partnerships".

Under
the SIFT Rules, our partnership and the Holding LP could each be a "SIFT partnership" if it is a "Canadian resident partnership". However, the Holding LP would not be
a "SIFT partnership" if our partnership is a "SIFT partnership" regardless of whether the Holding LP is a "Canadian resident partnership" on the basis that the Holding LP would be an
"excluded subsidiary entity". Our partnership and the Holding LP will be a "Canadian resident partnership" if the central management and control of these partnerships is located in Canada. This
determination is a question of fact and is expected to depend on where our Managing General Partner is located and exercises central management and control of the respective partnerships. Our Managing
General Partner will take appropriate steps so that the central management and control of these entities is not located in Canada such that the SIFT Rules should not apply to our partnership or the
Holding LP at any relevant time. However, no assurance can be given in this regard. If our partnership or the Holding LP is a "SIFT partnership", the Canadian federal income tax
consequences to our unitholders could be materially different in certain respects from those described in Item 10.E "TaxationCertain Material Canadian Federal Income Tax
Considerations." In addition, there can be no assurance that the SIFT Rules will not be revised or amended in the future such that the SIFT Rules will apply.

ITEM 4.    INFORMATION ON THE COMPANY

4.A    HISTORY AND DEVELOPMENT OF BROOKFIELD INFRASTRUCTURE



Brookfield Infrastructure owns and operates high quality, long-life assets that generate stable cash flows, require relatively minimal
maintenance capital expenditures and, by virtue of barriers to entry and other characteristics, tend to appreciate in value over time. Our current operations consist of utilities, transport and energy
businesses in North and South America, Australasia and Europe. Brookfield Infrastructure has appointed Brookfield as its Service Provider to provide certain management, administrative and advisory
services for a fee under the Master Services Agreement. Brookfield owns an approximate 28% interest in Brookfield Infrastructure.

Our
mission is to own and operate a globally diversified portfolio of high quality infrastructure assets that will generate sustainable and growing distributions over the long term for
our unitholders. To accomplish this objective, we will seek to leverage our operating platforms to acquire infrastructure assets and actively manage them to extract additional value following our
initial investment. An integral part of our strategy is to participate with institutional investors in Brookfield-sponsored partnerships that target acquisitions that suit our profile. We focus on
partnerships in which Brookfield has sufficient influence or control to deploy an operations-oriented approach.

We
target a total return of 12% to 15% per annum on the infrastructure assets that we own, measured over the long term. We intend to generate this return from the in-place cash flow of
our operations plus growth through investments in upgrades and expansions of our asset base, as well as acquisitions. If we are successful in growing our FFO per unit, we expect to be able to increase
distributions to unitholders. Additionally, an increase in our FFO per unit should result in capital appreciation. We also measure the growth of FFO per unit, which we believe is a proxy for our
ability to increase distributions. See Item 5 "Operating and Financial Review and Prospects" for more detail.

Our
objective is to pay a distribution that is sustainable on a long-term basis while retaining within our operations sufficient liquidity to fund recurring growth capital expenditures,
debt repayments and general corporate requirements. We currently believe that a payout of 60% to 70% of our FFO is appropriate.

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In
light of the current prospects for our business, the board of directors of our Managing General Partner recently approved a 12% increase in our quarterly distribution to
48 cents per unit. Since our spin-off in 2008, we have increased our quarterly distribution from 26.5 cents per unit to 48 cents, a compound annual growth rate in excess of 10%.
We target a 5% to 9% annual distribution growth in light of the per unit FFO growth that we foresee in our operations. We intend to review our distribution in the first quarter of each year in the
normal course. Please refer to Item 3.D Risk FactorsRisks Relating to Us and Our Partnership"Our partnership is a holding entity and currently we rely on the
Holding LP and, indirectly, the Holding Entities and our operating entities to provide us with the funds necessary to pay distributions and meet our financial obligations".

History and Development of our Business

Our partnership, Brookfield Infrastructure Partners L.P., is a Bermuda exempted limited partnership that was established on
May 21, 2007 under the provisions of theBermuda Exempted Partnership Act of 1992("Bermuda Exempted Partnerships Act") and the Bermuda Limited
Partnership Act. Our registered office is 73 Front Street, Hamilton HM 12, Bermuda and our telephone number at this address is +1-441-294-3309. Our partnership was spun-off from
Brookfield on January 31, 2008. The following table outlines the formative events in the history and development of our business:

Date

Notes

EventMay 2007

1

Corporate: Utilities:

Established Brookfield Infrastructure Partners L.P.
Contributed interests in utilities investments into Brookfield Infrastructure, including:
  South American electricity transmission operations
  North American electricity transmission operations
  Brazilian transmission investments (TBE)Timber:

Contributed interests in timberlands into Brookfield InfrastructureJanuary 2008

2

Corporate:

Began trading as public entity on NYSE (under the symbol "BIP")November 2008

3

Timber:

Invested $103 million in U.S. timber operation following the acquisition of a tree farm in Washington StateJanuary 2009

4

Utilities:

Brookfield and partner Isolux Corsan Concesiones, SA (Isolux) were awarded right to build $500 million of transmission
lines in TexasJune 2009

5

Utilities:

Completed the sale of our interest in TBE for after-tax proceeds of $275 millionSeptember 2009

6

Corporate:

Units commenced trading on TSX (under the symbol "BIP.UN")November 2009

7

Corporate:

Invested $941 million to acquire a 40% interest in Prime and direct interests in two assets from PrimeUtilities:

Acquired interests in the following:
  Australian regulated terminal operations
  Australasian regulated distribution operations
  UK regulated distribution operationsTransport:

Acquired interests in the following:
  Australian railroad operations
  UK port operations
  European port operationsEnergy:

Acquired interests in the following:
  North American gas transmission operations
  European energy distribution operations
  Australian energy distribution operations


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Date

Notes

EventNovember 2009

8

Corporate:

Raised approximately $940 million of net proceeds through issuance of equity. Proceeds were used to fund the Prime investmentsDecember 2009  September 2010

9

Corporate:

Sold interests in certain utilities, transport and energy assets for proceeds of $74 million and acquired Brookfield's
interest in our UK port operations for $27 millionDecember 2010

10

Corporate:

Completed merger with PrimeUtilities:

Increased interests in the following:
  Australian regulated terminal operations
  Australasian regulated distribution operations
  UK regulated distribution operationsTransport:

Increased interests in the following:
  Australian railroad operations
  European port operationsEnergy:

Increased interests in the following:
  North American gas transmission operations
  European energy distribution operations
  Australian energy distribution operationsOctober 2011

11

Corporate:

Raised approximately $660 million of net proceeds through issuance of equity. Proceeds were used primarily to fund
Australian railroad expansion and pending Chilean toll road acquisitionDecember 2011

12

Transport:

Invested $160 million to acquire Chilean toll road assetsJanuary 2012

13

Utilities:

Invested $55 million in a Colombian regulated distribution businessApril 2012

14

Energy:

Invested $16 million in a natural gas storage facility in AlbertaAugust 2012

15

Corporate:

Raised approximately $500 million of net proceeds through issuance of equity. Proceeds were used to partially fund several
strategic initiativesSeptember 2012

16

Utilities:

Announced plans to acquire Brookfield's interest in our Chilean transmission system for approximately
$235 millionOctober 2012

17

Transport:

Closed acquisition of additional interest in Chilean toll road for $170 million increasing ownership to 51%October 2012

18

Corporate:

Completed C$400 million corporate bond issuanceOctober 2012

19

Energy:

Invested approximately $75 million in a district energy system in TorontoNovember 2012

20

Utilities:

Completed merger and recapitalization of a UK regulated distribution utility investing approximately $525 million and closed
sale of 20% interest in combined UK regulated distribution business for proceeds of approximately $235 millionDecember 2012

21

Transport:

Completed $310 million investment in Brazilian toll road platformDecember 2012

22

Corporate:

Closed upsizing of credit facilities to $855 millionDecember 2012

23

Timber:

Completed sale of 12.5% interest in Canadian Timber operations for approximately $85 millionMay 2013

24

Corporate:

Raised approximately $330 million of net proceeds through issuance of equity. Proceeds were used for repayment of amounts
outstanding under revolving credit facilities, investment opportunities, working capital and other general corporate purposesJune 2013

25

Timber:

Completed sale of Canadian timberlands for net proceeds of approximately $170 million


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Date

Notes

EventJuly 2013

26

Timber:

Completed the sale of U.S. timberland operations for approximately $790 million, including $320 million of proportionate
debtAugust 2013

27

Corporate:

Closed upsizing of credit facilities to $1.4 billionSeptember 2013

28

Transport:

Invested a further approximate $490 million in Brazilian toll road platformNovember 2013

29

Utilities:

Sold Australasian regulated distribution business for approximately $415 millionDecember 2013

30

Energy:

Invested approximately $40 million in a district energy business serving Houston and New OrleansDecember 2013

31

Transport:

Announced plans to invest approximately $350 million in a rail and port logistics business in BrazilDecember 2013

32

Transport:

Signed agreements to invest in West Coast North American container terminalsFebruary 2014

33

Transport:

Signed agreements to invest in East Coast North American container terminalsMarch 2014

34

Corporate:

Effected certain amendments to the limited partnership agreement of the Holding LP to simplify its governance
structure


Details of History and Development of our Business (Notes)



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4.B    BUSINESS OVERVIEW

Our Operations

Brookfield Infrastructure owns a portfolio of infrastructure assets that are diversified by sector and by geography. We have a stable
cash flow profile with approximately 90% of our adjusted EBITDA supported by regulated or contractual revenues. In order to assist our unitholders in evaluating our performance and assessing our
value, we group our businesses into operating platforms based on similarities in their underlying economic drivers.

Our
operating platforms are summarized below:

Operating Platform

Asset Type

Primary LocationUtilitiesRegulated or contractual businesses that earn a return on their rate base

Regulated Terminal
Electricity Transmission
Regulated Distribution

Australasia
North & South America
EuropeTransportKey assets involved in the movement of freight, bulk commodities and passengers

Railroad
Toll Roads
Ports

Australasia
South America
EuropeEnergySystems for the transportation, storage and handling of energy

Energy Transmission Storage
Distribution and Storage
District Energy

North America
Australasia & Europe
North America


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GRAPHIC

Utilities

Overview

Our utilities platform is comprised of regulated businesses, which earn a return on their asset base, as well as businesses with
long-term contracts designed to generate a stable return on capital over the life of the contract. In all cases, we own and operate assets that earn a return on a regulated or notionally stipulated
asset base, which we refer to as rate base. Our rate base increases in accordance with capital that we invest to upgrade and expand our systems. Depending on the jurisdiction, our rate base may also
increase by inflation and maintenance capital expenditures and decrease by regulatory depreciation. The return that we earn is typically determined by a regulator or contract for prescribed periods of
time. Thereafter, it may be subject to customary reviews based upon established criteria. Due to the regulatory diversity we have within our utilities platform, we mitigate exposure to any single
regulatory regime. In addition, due to the regulatory frameworks and economies of scale in our established franchises of our utilities businesses, we often have significant competitive advantages in
competing for projects to expand our rate base. Accordingly, we expect this segment to produce stable revenue and margins that should increase with investment of additional capital and inflation.
Virtually all of our utility platform's adjusted EBITDA is supported by regulated or contractual revenues.

Our
objectives for our utilities platform are to invest capital in the expansion of our rate base and to provide safe and reliable service for our customers on a cost efficient basis. If
we do so, we will be in a position to earn an appropriate return on our rate base. Our performance can be measured by the growth in our rate base and the return on our rate base, as well as AFFO.

Our
utilities platform is comprised of the following:

Regulated Terminal Operations



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Electricity Transmission Operations



Regulated Distribution Operations



Regulated Terminal Operations

Our regulated terminal operation is comprised of a port facility that exports metallurgical and thermal coal mined in the central Bowen
Basin region of Queensland, Australia, which is a high quality and low cost source of metallurgical coal. Our Australian regulated terminal is one of the world's largest export terminals, accounting
for approximately 18% of global seaborne metallurgical coal exports and 5% of total global seaborne coal exports.

Our
regulated terminal operation generates revenues under long-term take-or-pay contracts. These contracts include: (i) a capacity charge that is allocated to users based on the
percentage of total capacity for which they contract and (ii) a fixed and variable handling charge associated with operating and maintaining the terminal. The capacity charge is paid by users
irrespective of their use of our terminal facility and is not subject to any force majeure provisions. The handling charge (both fixed and variable) is structured to be a complete pass through of the
costs charged for terminal operations and maintenance.

Strategic Position

The Bowen Basin is a high quality, low cost, prolific series of coal deposits, where there are few cost efficient options to access
export markets for this coal other than through our terminal operations. We have long-term take-or-pay contracts with some of the world's largest mining companies that operate in the Bowen Basin. Our
coal terminal has a capacity of 85 mtpa. This capacity is currently 99% contracted through 2018 with customers having an evergreen option to extend their capacity by a further five years.
However, under the regulatory regime, we receive capacity revenue as if the terminal is 100% contracted.

Regulatory Environment

Our Australian terminal operation is regulated by the Queensland Competition Authority ("QCA"). The current regulatory period was set
for five and a half years ending June 30, 2016. The QCA utilizes a return on regulated asset base methodology to calculate our revenue requirement. Our coal terminal's rate base increases with
inflation and capital expenditures, and decreases by depreciation. Our current weighted average cost of capital allowed by the QCA is approximately 9.9%.

Growth Opportunities

Over the past 30 years, our terminal's capacity has been expanded from 15 mtpa to 85 mtpa to meet ongoing customer
demand. Potential exists to further expand our operations to facilitate future expansions by mining companies in the Bowen Basin. In December 2011, the Queensland government announced that we
would be allocated 50% of the site earmarked for development of the new coal export terminal at Dudgeon Point, which is located approximately four kilometres to the north of our existing terminal
facility. The ultimate land allocation at Dudgeon Point will be subject to finalization of the Master Plan by the North Queensland Bulk Ports Corporation and the demand for further port capacity by
miners in the Bowen Basin. Following allocation of land we will work with potential counterparties to negotiate sufficient long-term contracts to support our capital investment.

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Electricity Transmission Operations

Our electricity transmission operations are comprised of approximately 10,500 kilometres of transmission lines in North and
South America. Our North American electricity transmission operations consists of approximately 560 kilometres of 44 kilovolt ("kV") to 230 kV transmission lines in Ontario and a
39 kilometre, 330 megawatt ("MW") high-voltage direct current ("HVDC") submarine cable in New York. We also have approximately 600 kilometres of 345 kV transmission
lines in Texas, which are now partially operational. Our South American electricity transmission system includes 100% of Chile's 500 kV transmission lines (the highest voltage lines in
Chile) and approximately 51% of the 220 kV lines, 86% of the 154 kV lines and 11% of the 66 kV and 110 kV lines in Chile.

Strategic Position

Our electricity transmission operations occupy key positions in the markets in which we operate. In North America, our operations
include an important component of Ontario's transmission system that connects generators in Northern Ontario to electricity demand in
Southern Ontario. Our HVDC submarine cable connects the electricity grids of New England and Long Island, New York. In Texas, our transmission lines facilitate the delivery of wind power
to population centers as part of the state's competitive renewable energy zone program. In South America, our operations constitute the backbone of the high-voltage transmission system in Chile. Our
Chilean operations extend from the city of Arica in the north of Chile to the island of Chiloé in the south, serving 98% of the population of the country.

All
of our electricity transmission operations benefit from stable long-term cash flows. Our Ontario operation has a broad customer base with revenues assessed and collected on a
province-wide basis, mitigating our volume and credit risk. Our HVDC submarine cable is fully contracted to an investment grade utility on Long Island, and the contract is based on availability, not
usage. Approximately 55% of our South American electricity transmission operations' revenues are derived from a number of long-term transmission contracts, primarily serving hydro-electric power
generators. These contracts have a pricing framework that is similar to the applicable regulatory framework (as discussed below), and following their expiration, a majority of this contracted
revenue will convert to the regulatory framework.

Regulatory Environment

All of our electricity transmission operations are located in regions with stable regulatory environments. In Ontario, revenues from
our operations are 100% regulated under a historical cost of service regime and are subject to periodic review by the Ontario Energy Board. Based on a recent rate review, our Ontario transmission
operations are allowed to earn a 9.4% return on equity, which is deemed to be 40% of our rate base. Our rate base is equal to the historic cost of the system's assets plus any capital expenditures
less depreciation and other deductibles. Our operating revenues do not fluctuate with usage of our system but do fluctuate based on provincial electric loads, which are measured by the Independent
Electricity System Operator, a not-for-profit corporate entity that is responsible for the day-to-day operation of Ontario's electrical system.

In
the U.S., capacity payments on our HVDC submarine cable escalate by 1% per annum and are based on a 98% availability factor. To the extent that performance diverges from the target
availability factor, the capacity payments are adjusted in a linear fashion either upwards or downwards. Historically, the capacity factor of our HVDC submarine cable has been in excess of the target
level. Our Texas transmission business operates under a historical cost of services regulatory regime (similar to Ontario) overseen by the Public Utility Commission of Texas. Based on a
January 2013 rate case settlement, our Texas transmission business is allowed to earn a 9.6% return on equity which is deemed to be 40% of our rate base.

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In
Chile, regulated revenues are determined every four years based on a 10% annuity real rate return on replacement cost of the existing transmission system plus annual payments that
provide for recovery of operational, maintenance and administrative costs. Since the 10% annuity return is prescribed by law, it is not subject to review in the regulatory process. Between rate
reviews, both revenue components are adjusted by a multi-component inflation factor. This effectively results in a 10% pre-tax, real return on our regulated asset base. Since the Chilean regulatory
and contractual frameworks are based on replacement cost, we are not required to invest capital in our regulated asset base at a level equal to depreciation to prevent a decline in revenue.
Furthermore, our South American electricity transmission system has no material volume risk.

Growth Opportunities

We believe that attractive growth opportunities exist for our electricity transmission operations, including the following.

In
2013, we made significant progress advancing our Texas transmission project. As at December 31, 2013, all foundations were completed and all towers erected, with approximately
97% of the conductors strung. Construction was completed in January 2014, which included energization of the final elements of the project.

Ontario
has adopted a very aggressive Renewable Portfolio Standard through the passage ofOntario Bill 150("Green Energy Act"). A
cornerstone of the Green Energy Act requires the decommissioning
of existing coal plants and replacement with renewable and clean sources of power. The majority of the new generation that will be developed is in remote locations far from the existing transmission
grid. Expansions of the electricity transmission system will be required to connect this generation to the existing grid. As an incumbent utility, our Ontario electricity transmission system has an
advantage in competing for these projects, and we have identified projects where, due to their geographic location and size, we believe that we have a unique competitive advantage to build and own
these new lines.

Chile
also has electricity generation that is many miles away from population centers. Upgrades and expansions of the electricity transmission system will be required to connect new
electricity generation to load centers to satisfy increased electricity demand resulting from economic growth. As of December 31, 2013, the capital expenditure backlog of our South American
transmission system was approximately $245 million and is comprised of projects that have been awarded to us for which expenditures have not yet been made.

Regulated Distribution Operations

Our regulated distribution operations have almost 2.1 million electricity and natural gas connections in the UK and Colombia. In
the UK, our regulated distribution operation is the largest independent "last mile" natural gas and electricity connections provider, comprised of approximately 1.75 million connections,
principally natural gas and electricity. In South America, our electricity distribution franchise area is in the Boyacá province of Colombia, a region that is approximately
150 kilometres north of the capital, Bogotá.

Strategic Position

Like our electricity transmission systems, our regulated distribution operations are critical to the markets in which they are located.
In the UK, our regulated distribution system is currently a market leader in terms of new gas and electricity connection sales and in terms of total installed connections among independent utilities.
Our South American regulated distribution operations provide reliable power to 416,000 customers in the Boyacá region of Colombia.

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Our
regulated distribution operations generate stable cash flow in the geographies in which we operate. Our UK regulated distribution operations have a diverse customer base throughout
England, Scotland and Wales, which underpins its cash flow. Our UK customers consist primarily of large energy retailers who serve residential and business users. Our South American regulated
distribution operations provide power to a customer base that is primarily residential, with nearly 100% urban electrification and 92% rural electrification in the areas we service.

Regulatory Environment

Our UK regulated distribution operations compete with other connection providers in the UK to secure contracts to construct, own and
operate new natural gas and electricity connections. Once connections are established, we charge energy retailers rates that are established based on the tariff of the distribution utility with which
we are interconnected, which are set on the basis of a regulated asset base. The connection rate is typically adjusted annually and provides inflation protection as it escalates at inflation minus a
factor determined by the UK regulator. During the first 20 years after the commissioning of a connection, the gas connection rate is subject to a cap and floor that escalates by an inflation
factor. Electricity and gas connections revenue does not vary materially with volume transported over our system. Our South American distribution business earns an annuity return on the replacement
cost of its systems plus a charge to cover operating expenses. Our rates are determined every five years. Our current regulated return is in excess of 13%. Between rate reviews, revenues are adjusted
by an inflation factor. A majority of our South American regulated distribution business' revenues do not fluctuate with volumes.

Growth Opportunities

We believe that our regulated distribution operations will be able to grow organically in each of the regions in which we operate.
Opportunities for growth in the UK are driven by new gas and electricity connections, as well as through leveraging and cross-selling certain bundled service offerings, by introducing new product
lines such as "fibre to home" to existing customers. Prospects for growth are further aided by the continual opening up of the electricity market to independent connections providers and by the
continuing recovery in the housing market. In South America, our regulated distribution operations will benefit from economic growth in the Boyacá region of Colombia, which is home to
emerging cement, coal and steel industries.

Transport

Overview

Our transport platform is comprised of open access systems that provide transportation for freight, bulk commodities and passengers,
for which we are paid an access fee. Profitability is based on the volume and price achieved for the provision of these services. This operating platform is comprised of businesses with regulated
tariff structures, such as our railroad and toll road operations, as well as unregulated businesses, such as our ports. Our transport platform is expected to benefit from increases in demand for
commodities as well as increases in the global movement of goods. Furthermore, the diversification within our transport platform mitigates the impact of fluctuations in demand from any particular
sector, commodity or customer. Approximately 80% of our transport platform's adjusted EBITDA is supported by long-term contracts or regulation.

Our
primary objective for our transport platform is the safe and efficient movement of people and goods over our networks. Additionally, we will seek to expand our networks in a capital
efficient manner to support additional capacity. If we do so, we should be able to charge an appropriate price for our services, and earn an attractive return on the incremental capital that we have
deployed. Our performance can be measured by our revenue growth and our adjusted EBITDA margin.

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Our
transport platform is comprised of the following:

Railroad Operations



Toll Roads Operations



Port Operations



Railroad Operations

Our railroad operations are comprised of a below rail access provider, which operates approximately 5,100 kilometres of track
and related infrastructure in the southwest region of Western Australia ("WA") under a long-term lease with the government. Our railroad has approximately 36 years remaining on the lease and is
a crucial transport link in the region.

Our
Australian railroad's revenue is derived from access charges paid by rail operators or underlying customers. Stability of revenue is underpinned by rail transport being a small yet
essential component of the overall value of the commodities and freight transported and the long-term contractual framework that exists with a significant proportion of our customers.

Strategic Position

Our railroad is the only freight rail network in the southwest region of WA providing access to the region's five government-owned
ports for minerals, grain and interstate intermodal traffic. The majority of our customers are leading commodity customers and our top 10 customers contribute approximately 92% of our track
access revenue, with contract expiration dates ranging from 2014 to 2027. In 2011 and 2012 we embarked on an approximate A$600 million expansion of our railroad. In 2013, this expansion was
completed ahead of schedule and under budget. We are now generating approximately A$150 million of annual incremental adjusted EBITDA from this expansion program. Following its completion in
February, 2013, approximately 54% of revenue is now derived from long-term, take-or-pay contracts.

Regulatory Environment

The Economic Regulatory Authority ("ERA") is the independent economic regulator for WA, responsible for the gas, electricity and
rail industries. For the rail industries, the ERA has an access regime with revenue ceilings and floors for each track segment, established using a methodology based on return on regulated
asset base.

However,
our revenue is not tied to this regulatory regime as our customers have requested greater service than the level required in the standard tariff. As a result, at present, none
of our contracted revenue is exposed to reduction under this access regime; however, one of our customers (representing approximately 10% of our revenue) whose contract is due to be renewed in 2014 is
exploring access to our network under the regulatory regime. Our Australian railroad operates its track as open access infrastructure consistent with the rail access regime and its lease obligations
to the WA government.

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Growth Opportunities

Our Australian railroad is a critical component of the logistics chain in WA as, in many cases, it is the only mode of transportation
for freight that is economically viable. As a result, our railroad is well positioned to benefit from a number of expansions of existing mines and the development of new mine projects in WA, which
would require access to our rail network in order for commodities from these projects to access the export markets.

Toll Road Operations

Our toll road operations are comprised of two urban toll roads and nine interurban toll roads in Chile and Brazil, respectively. Our
Chilean operations include 33 kilometres of free flowing toll roads that form a key part of the ring road in the transportation network of Santiago, Chile. Our Brazilian operations
comprise in excess of 3,200 kilometres of inter-urban toll roads, located in the Southeast and South regions of Brazil crossing or connecting states like São Paulo, Rio de
Janeiro, Minas Gerais, Parana and Santa Catarina. Our concessions began operations between 1998 and 2008 and operate under long-term concessions with staggered maturities. The average remaining term
is over 15 years, weighted by length (kilometres).

Our
toll roads should generate stable, growing cash flows as a result of their strategic locations and the favorable economic trends in Chile and Brazil. Both markets have experienced
significant economic growth over the last 20 years, which has led to increased motorization rates and economic trade. These key factors have driven increases in traffic volumes. We expect these
trends to continue, resulting in significant future traffic growth on our toll roads.

Strategic Position

Our Chilean toll road constitutes a key artery in Santiago's urban road network as it connects the affluent business center of east
Santiago with Chile's international airport, the Port of Valparaiso and the North of Chile. The primary users of the road are commuters getting to and from work. Conversely, our Brazilian toll roads
are part of the inter-urban Brazilian toll road network, whose traffic is primarily heavy industrial users. Our roads are used in the transportation of goods in states of Brazil, which represent
approximately 63% of Brazilian GDP.

Our
toll roads are critical infrastructure for the economies of Chile and Brazil, with few alternative routes available. The ability to build new competing routes is limited by
environmental restrictions, difficulty to expropriate urban land and physical restrictions.

Regulatory Environment

Our Chilean assets are governed by the Ministerio de Obras Publicas ("MOP"). Chile has an established concession program which has been
in place for more than 20 years. To date, 66 concession agreements have been awarded, representing a total investment of approximately $17 billion within the country.
Specifically, the ministerial regime for urban toll roads allows operators to raise annual tariffs at a level equal to the consumer price index ("CPI") + 3.5% with additional increases
in the form of congestion premiums, which can be up to three times the base tariff during congested periods.

Our
Brazilian assets are governed by Agência Reguladora de Serviços Públicos Delegados de Transporte do Estado de São Paulo
("ARTESP") and Agência Nacional de Transportes Terrestres ("ANTT"), the Sao Paulo State and Federal regulators, respectively. The country has a widely developed toll road program, both
at the Federal and State level, which has been in place for approximately 15 years. As of 2013, there were 53 motorway concessions in Brazil totaling 15,000 kilometres. From
October to December 2013, ANTT auctioned five new lots of road concessions totaling over 3,500 kilometres. Brazilian concession agreements provide operators with annual tariff

56     Brookfield Infrastructure

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increases
indexed to Índice Nacional de Preços ao Consumidor Amplo ("IPCA"), the Brazilian inflation rate. Additional investments not considered in the initial concession
agreements are compensated with real tariff increase or an extension of the concession period.

Growth Opportunities

We believe that continued growth in these South American economies will trigger increases in traffic volumes. Coupled with tariff
increases in excess of inflation and congestion tariffs, this should drive significant future cash flow growth for our toll road businesses. In addition, both Brazil and Chile are seeking to increase
their respective paved road network by expanding existing
roads and developing new roads. These planned expansions should present opportunities for us to invest additional capital in these attractive markets, given the scale of our existing network.

Port Operations

Our port operations are located primarily in the UK and Europe. Our UK port is one of the largest operators in the country by volume
and is a statutory harbor authority ("SHA") for the Port of Tees and Hartlepool in the north of the UK. Our UK port's status as the SHA gives it the right to charge vessel and cargo owners conservancy
tariffs (toll-like dues) for use of the River Tees. Our European port operations are comprised of a portfolio of concessions in key strategic locations throughout Europe that handle heavy dry bulk,
specialty dry bulk, liquid bulk, general cargo and containers. Our European port operations handle approximately 80 mtpa of cargo.

At
our UK port, our revenue is primarily generated from port handling services for bulk and container volumes. However, approximately 25% of our revenue is earned from conservancy and
pilotage tariffs. Furthermore, we have a freehold land base of approximately 2,065 acres that is strategically located in close proximity to our port, which generates income from long-term
property leases that account for 10% of our revenue. At our European operations, we benefit from diversified operations with over 50 different types of products handled at 19 terminals
located throughout seven countries in continental Europe.

Strategic Position

Our port operations are strategically located. In the UK, Teesport is a large, deep-water port located in a well-developed industrial
area in Northern England. The SHA status, as well as the established infrastructure which includes rail and road access, create barriers to entry for potential competitors. Our European port
operations are located in 19 port terminals across continental Europe plus two in China and consist of 465 hectares of long-term port concessions and over 29 kilometres of quay
length. With substantial infrastructure that is often integrated with our customers' facilities, including cranes, berths, warehouses, inloading and outloading equipment, our European port operations
are protected by significant barriers to entry. Additionally, our operations provide significant logistical services for our customers that would be difficult for potential competitors
to replicate.

Our
UK port operations have a number of long-term contracts with established parties, including large multinational corporations. The majority of our revenues are derived from customers
with significant investment in industrial infrastructure at or within close proximity to Teesport. Our European port operations mainly serve industrial customers in the immediate vicinity of our
terminals under varied
contract terms. Many key customers have been long-term customers continuously for between 10 and 30 years.

Regulatory Environment

Our UK port is unregulated, but its status as the SHA for the River Tees provides the statutory right to collect conservancy tariffs
(toll-like dues) payable by ships using the river and the requirement to maintain navigability of the waterway. Our European port operations conduct business in an unregulated environment.

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Growth Opportunities

Our UK port's flexible, multi-purpose capacity positions it to benefit from numerous growth initiatives, including
the following:



In
Europe, our port operations are well positioned to capitalize on increasing demand for bulk and general commodities as well as cross-selling opportunities with existing customers.

Energy

Overview

Our energy platform is comprised of systems that provide energy transportation, distribution and storage services. Profitability is
based on the volume and price achieved for the provision of these services. This operating platform is comprised of businesses that are subject to light regulation, such as our natural gas
transmission business whose services are subject to price ceilings, and businesses that are essentially unregulated like our district energy business. Energy businesses typically have high barriers to
entry as a result of significant fixed costs combined with economies of scale or unique positions in their local markets. Our energy platform is expected to benefit from increases in demand for
energy. Although these businesses have greater sensitivity to market prices and volumes than our utilities platform, revenues are typically generated under contracts with varying durations and are
generally stable. Approximately 80% of our energy platform's adjusted EBITDA is supported by long-term contractual revenues.

Our
objectives for our energy platform are to provide safe and reliable service to our customers and to satisfy their growth requirements by increasing the utilization of our assets and
expanding our capacity in a capital efficient manner. If we do so, we will be able to charge an appropriate price for our services, and we will be able to earn an attractive return on the capital that
we have deployed, as well as the capital that we will invest to increase the capacity of our operations. Our performance can be measured by our revenue growth, our adjusted EBITDA margin and our AFFO.

Our
energy platform is comprised of the following:

Energy Transmission, Distribution and Storage Operations



58     Brookfield Infrastructure

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District Energy Operations



Energy Transmission, Distribution and Storage Operations

Our energy transmission, distribution and storage operations include one of the largest natural gas transmission and pipeline systems
in the U.S., unregulated natural gas and liquid propane gas ("LPG") distribution operations in Australia and the UK, and significant natural gas storage capacity in Alberta and the continental
U.S. Our profitability in this segment is primarily determined by our ability to compete in the market rather than from a regulated return on rate base.

The
majority of our revenues from these operations are generated under contracts with a demand charge and variable charge structure. The demand charge does not fluctuate with usage and
is designed to cover fixed costs and a return of and return on our capital, while the variable charge is designed to cover variable costs. Our energy distribution systems in Tasmania and the UK are
the only providers of natural gas distribution services on the islands on which they operate. Revenues from our distribution operations fluctuate with the volume of sales, which is primarily driven by
the weather.

Strategic Position

Our North American natural gas transmission system is the largest provider of natural gas transmission and storage services to the
Chicago and Northern Indiana market and has significant interconnectivity with local distribution companies, industrial users and gas fired power plants. The system is also well connected to other
pipelines accessing additional downstream markets, which increases demand for our services. Our natural gas transmission operation provides transportation and storage to approximately 64% of the
Chicago and Northern Indiana natural gas market, and its storage facilities represent approximately 6% of total working U.S. natural gas storage capacity. With its broad geographical footprint,
our natural gas pipeline system traverses many of the prolific natural gas supply basins in the U.S. and also provides access to high growth shale basins including Eagleford, Granite Wash, Barnett and
Haynesville, as well as liquefied natural gas supply from the Gulf Coast.

Our
North American natural gas transmission operation has a diverse group of customers comprised primarily of investment grade local distribution companies, producers, marketers and
industrial users. Its top 10 customers account for approximately 67% of transportation and storage revenues.

In
the UK, our energy distribution business is the sole provider of gas distribution and retail services on the Channel Islands and the Isle of Man, servicing approximately
40,500 customers. The natural gas and LPG distribution customer base on the Channel Islands and Isle of Man is comprised of a number of residential and commercial end users. Our main
competition comes from alternate energy sources,
such as electricity, as we believe it is uneconomic for potential new entrants to establish competing businesses.

In
Australasia, we are the sole provider of gas distribution services in Tasmania. Capital expenditures of approximately A$200 million have been incurred to establish this
network, which creates a significant barrier to new entrants due to the limited market opportunity for customers to support a competing business. Our Australasian operation receives revenue from
natural gas retailers who supply gas to approximately 11,500 residential, commercial and industrial customers connected to the network. As one of two natural gas retailers in Tasmania, we also
earn a margin on the difference between the sales price and the cost of procuring and transporting natural gas.

Our
Canadian natural gas storage facility represents approximately 5% of total storage capacity in the province of Alberta and is connected to the mainline natural gas transportation
system in central

Brookfield Infrastructure     59

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Alberta.
The facility contracts with customers to provide natural gas storage services and the customers pay a fee to store their natural gas. The facility's customers are primarily large
international financial institutions.

Regulatory Environment

Our energy transmission and storage operations are subject to varied regulation that differs across our regions of operation. Our
U.S. operations are regulated by FERC under theNatural Gas Act of 1938("Gas Act"). FERC provides a regulated framework for shippers and
natural gas pipeline owners to reach commercial agreement with customers without regulatory intervention under a maximum rate regime, and there is no periodic rate case obligation.

Our
European energy distribution operations are not regulated, but are ultimately subject to government oversight, while our Australian energy distribution operation is not subject to
any economic regulation.

Our
Canadian natural gas storage facility is regulated by the Alberta Energy and Resources Conservation Board, which provides operational and environmental oversight. This facility is
not subject to any economic regulation.

Growth Opportunities

We believe that various growth opportunities exist within our energy transmission and distribution operations. In North America, our
profitability has been negatively impacted by a significant build-out of natural gas pipeline capacity as well as low natural gas prices. Due to our connectivity with emerging natural gas shale basins
and our strong market position in the Chicago area, we believe our cash flow will recover as demand for natural gas increases, particularly from growth in power generation.

In
Tasmania, the natural gas market is relatively new. Our network is currently accessible by approximately 46,500 households through approximately 11,500 installed
connections. Our network's commercial and industrial growth is linked to the Tasmanian economy and alternate energy options, including cogeneration opportunities.

District Energy

Our district energy operations consist of heating plants capable of delivering 1,905,000 pounds per hour of steam heating
capacity, produced from three gas-fired steam plants and 136,800 tons of cooling capacity, sourced primarily from a deep lake water system. Our district energy operations provide steam heating
in downtown Toronto, Ontario and in the medical district of New Orleans, Louisiana. District cooling services are provided through an innovative deep lake cooling system in Toronto and from
mechanical chilling operations in Houston, Texas and New Orleans.

Strategic Position

Our district energy business provides essential heating and cooling services to approximately 150 customers in Toronto,
including commercial real estate operators, governments and hospitals. We serve an additional 30 customers in Houston and New Orleans, including hospitals, major sporting venues and
commercial real estate operators. Over 90% of the system's revenue is generated
from long-term capacity contracts, indexed to inflation. In many instances, our system is the only source of heating and cooling services as customers removed their in-house equipment once connected
to our system. Additionally, our network would be extremely difficult to replicate with a greenfield development due to the difficulty in obtaining permits to build pipeline networks and substantial
capital cost.

60     Brookfield Infrastructure

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Regulatory Environment

Our district energy business is regulated under the OntarioPublic Utilities Act of
1913andToronto District Heating Corporation Act, 1998. However, the business is not subject to rate regulation but receives
the rights of a utility, allowing it unrestricted access to its network of underground pipes in downtown Toronto. In Houston and New Orleans, our operations are enabled by franchise agreements
with the respective municipalities.

Growth Opportunities

We have organic growth opportunities in our district energy business through system expansions. We are currently undertaking a
significant capital project to increase our steam generating capacity in New Orleans to meet the needs of our customers, a number of whom are expanding the size and scope of their facilities.
Our Toronto deep lake cooling system provides chilled water by pumping cold water from the depths of Lake Ontario. As a result of significant historical investment, this system has low variable costs.
Our deep lake cooling system currently has significant excess capacity during non-peak periods of demand, upon which we will seek to capitalize by connecting incremental interruptible load to the
system at limited capital cost. Furthermore, the district energy industry in North America is highly fragmented. We believe there are significant opportunities to grow our business through
acquisitions.

Acquisition Strategy

Over the past few years, we have established operating platforms with scale in many aspects of the utility, transport and energy
industries. As we look to grow our business, we will primarily target acquisitions that add on to existing operating platforms and extend our operating platforms into new geographies in which we have
a presence. As we grow our asset base, we will primarily target acquisitions in the following infrastructure sectors:



An
integral part of our acquisition strategy is to participate with institutional investors in Brookfield sponsored consortiums for single asset acquisitions and as a partner in or
alongside Brookfield sponsored partnerships that target acquisitions that suit our profile. We will focus on consortiums and partnerships where Brookfield has sufficient influence or control to deploy
our operations oriented approach. Brookfield has a strong track record of leading such transactions.

Brookfield
has agreed that it will not sponsor transactions that are suitable for us in the infrastructure sector unless we are given an opportunity to participate. See Item 7.B
"Related Party TransactionsRelationship Agreement". Since Brookfield has large, well-established operations in real estate and renewable power that are separate from us, Brookfield will
not be obligated to provide us with any opportunities in these sectors. In addition, since Brookfield has granted an affiliate the right to act as the exclusive vehicle for Brookfield's timberland
acquisitions in Eastern Canada and the Northeastern U.S., we will not be entitled to participate in timberland acquisitions in those geographic regions.

About Brookfield

Brookfield is a global asset management company focused on property, power and infrastructure assets with over $175 billion of
assets under management, 28,000 operating employees and over

Brookfield Infrastructure     61

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600 investment
professionals worldwide. Brookfield's strategy is to combine best-in-class operating platforms and transaction execution capabilities to acquire and invest in targeted assets and
actively manage them in order to achieve superior returns on a long-term basis.

To
execute our vision of being a leading owner and operator of high quality infrastructure assets that produce an attractive risk-adjusted total return for our unitholders, we will seek
to leverage our relationship with Brookfield and in particular, its operations-oriented approach, which is comprised of the following attributes:



Brookfield
has an approximate 28% interest in Brookfield Infrastructure. Our partnership and the other Service Recipients have each appointed Brookfield as their Service Provider to
provide certain management, administrative and advisory services, for a fee, under the Master Services Agreement.

Employees

Our partnership does not employ any of the individuals who carry out the current management of our partnership. The personnel that
carry out these activities are employees of Brookfield, and their services are provided to our partnership or for our benefit under the Master Services Agreement. For a discussion of the individuals
from Brookfield's management team that are expected to be involved in our infrastructure business, see Item 6.A "Directors and Senior ManagementOur Management."

Intellectual Property

Our partnership, as licensee, has entered into a Licensing Agreement with Brookfield pursuant to which Brookfield has granted us a
non-exclusive, royalty-free license to use the name "Brookfield" and the Brookfield logo in connection with marketing activities. Other than under this limited license, we do not have a legal right to
the "Brookfield" name or the Brookfield logo. Brookfield may terminate our Licensing Agreement immediately upon termination of our Master Services Agreement and it may be terminated in the
circumstances described under Item 7.B "Related Party TransactionsLicensing Agreements."

4.C    ORGANIZATIONAL STRUCTURE

Organizational Charts

The chart below presents a summary of our ownership and organizational structure. Please note that on this chart all interests are 100%
unless otherwise indicated and "GP Interest" denotes a general partnership interest and "LP Interest" denotes a limited partnership interest. These charts should be read in conjunction with the
explanation of our ownership and organizational structure below and the

62     Brookfield Infrastructure

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information
included under Item 4.B "Business Overview," Item 6.C "Board Practices" and Item 7.B "Related Party Transactions."

LOGO

Our Partnership

We own and operate high quality, long-life assets that generate stable cash flows, require relatively minimal maintenance capital
expenditures and, by virtue of barriers to entry and other characteristics, tend to appreciate in value over time.

Our
partnership is a Bermuda exempted limited partnership that was established on May 21, 2007. See Item 4.D "Property, Plant and Equipment" for information regarding our
partnership's head office.

Our
partnership's sole material asset is its managing general partnership interest in the Holding LP. Our partnership serves as the Holding LP's general partner and has
sole authority for the

Brookfield Infrastructure     63

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management
and control of the Holding LP. Our partnership anticipates that the only distributions that it will receive in respect of our partnership's managing general partnership interests in
the Holding LP will consist of amounts that are intended to assist our partnership in making distributions to our unitholders in accordance with our partnership's distribution policy and to
allow our partnership to pay expenses as they become due. The declaration and payment of cash distributions by our partnership is at the discretion of our Managing General Partner. Our partnership is
not required to make such distributions and neither our partnership nor our Managing General Partner can assure you that our partnership will make such distributions as intended.

The Service Provider and Brookfield

The Service Recipients have engaged the Service Provider, an affiliate of Brookfield, to provide them with management and
administration services pursuant to the Master Services Agreement.

Our Managing General Partner

Our Managing General Partner serves as our partnership's general partner and has sole authority for the management and control of our
partnership, which is exercised exclusively by its board of directors in Bermuda. Our partnership's interest in the Holding LP, which consists of managing general partnership interests,
entitles our partnership to serve as the Holding LP's general partner, with sole authority for management and control of the Holding LP, which is exercised exclusively through the board
of directors of our Managing General Partner.

See
also the information contained in this annual report on Form 20-F under Item 3.D "Risk FactorsRisks Relating to Us and Our Partnership," Item 3.D
"Risk FactorsRisks Relating to our Relationship with Brookfield," Item 6.A "Directors and Senior Management," Item 7.B "Related Party Transactions," Item 10.B
"Memorandum and Articles of AssociationDescription of Our Units and Our Limited Partnership," Item 10.B "Memorandum and Articles of AssociationDescription of the
Holding LP's Limited Partnership Agreement" and Item 7.A "Major Shareholders."

The Holding LP and Holding Entities

Our partnership indirectly holds its interests in operating entities through the Holding LP and the Holding Entities. The
Holding LP owns all of the common shares of the Holding Entities. Brookfield has provided an aggregate of $20 million of working capital to certain Holding Entities through a
subscription for preferred shares of such Holding Entities. These preferred shares are entitled to receive a cumulative preferential dividend equal to 6% of their redemption value as and when declared
by the board of directors of the applicable Holding Entity and are redeemable at the option of the Holding Entity, subject to certain limitations, at any time after the tenth anniversary of their
issuance. Except for the preferred share of our primary US Holding Entity, which is entitled to one vote, the preferred shares are not entitled to vote, except as required by law.

Infrastructure Special L.P.

The Infrastructure Special L.P. is entitled to receive incentive distributions from the Holding L.P. as a result of its
ownership of the special limited partnership interest of the Holding L.P. See Item 7.B "Related Party TransactionsIncentive Distributions."

64     Brookfield Infrastructure

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Significant Subsidiaries

The following table sets forth for each of Brookfield Infrastructure's significant subsidiaries, the jurisdiction of incorporation and
the percentage ownership held by Brookfield Infrastructure.

Ownership
Interest

Voting
InterestDefined Name

Name of entity

Jurisdiction of
Organization

2013
%

2013
%Holding LP

Brookfield Infrastructure L.P.

Bermuda


72
(1)

100Australian railroad operation

Brookfield Rail Holdings No. 1 Pty Ltd

Australia


100
(2)

100Regulated terminal operations

DBCT Management Pty Ltd

Australia


71
(2)

100UK regulated distribution operations

Brookfield Utilities UK Holdings Limited

United Kingdom


80
(2)

80South American transmission operation

ETC Holdings Limited

Chile


28
(2)

28North American gas transmission operation

Natural Gas Pipeline Company of America LLC

United States


26
(2)

26Australasian energy distribution operation

Powerco Limited

New Zealand



(2)




(1)Ownership interest held directly by our partnership.(2)Ownership interest held indirectly by the Holding LP.


4.D   PROPERTY, PLANT AND EQUIPMENT

Our partnership's principal office and its registered office is at 73 Front Street, Hamilton HM 12, Bermuda. Our partnership
does not directly own any real property.

See
also the information contained in this annual report on Form 20-F under Item 3.D "Risk FactorsRisks Relating to Our Operations and the Infrastructure
IndustryAll of our infrastructure operations may require substantial capital expenditures in the future," "Investments in infrastructure projects prior to or during a
construction or expansion phase are likely to be subject to increased risk," "All of our operating entities are subject to changes in government policy and legislation," and Item 5
"Operating and Financial Review and Prospects."

ITEM 4A.    UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Performance Targets and Key Measures

We target a total return of 12% to 15% per annum on the infrastructure assets that we own, measured over the long term. We intend to
generate this return from the in-place cash flow from our operations plus growth through investments in upgrades and expansions of our asset base, as well as acquisitions. If we are successful in
growing our funds from operations ("FFO") per unit, we will be able to increase distributions to unitholders. Furthermore, the increase in our FFO per unit should

Brookfield Infrastructure     65

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result
in capital appreciation (see "Reconciliation of Non-IFRS Financial Measures" on page 90 for more detail). We also measure the growth of FFO per unit, which we believe is a proxy
for our ability
to increase distributions. In addition, we have performance measures that track the key value drivers for each of our operating platforms. See "Segmented Disclosures" for more detail.

Distribution Policy

Our objective is to pay a distribution that is sustainable on a long-term basis while retaining sufficient liquidity within our
operations to fund recurring growth capital expenditures, debt repayments and general corporate requirements. We currently believe that a payout of 60% to 70% of our FFO is appropriate.

In
light of the current strong prospects for our business, the Board of Directors of our Managing General Partner has approved a 12% increase in our quarterly distribution to
48 cents per unit starting with the distribution paid in March 2014. This increase reflects the forecasted contribution from our recently commissioned capital projects, as well as the
expected cash yield on acquisitions that we closed in the past year. Since the spin-off, we have increased our quarterly distribution from 26.5 cents per unit to 48 cents, a compound
annual growth rate in excess of 10%. We target 5% to 9% annual distribution growth in light of the per unit FFO growth we foresee in our operations.

Basis of Presentation

Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued
by the International Accounting Standards Board ("IASB"). Our consolidated financial statements include the accounts of Brookfield Infrastructure and the entities over which it has control. Brookfield
Infrastructure accounts for investments over which it exercises significant influence, but does not control, using the equity method.

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

When
we discuss the results of our operating platforms, we present Brookfield Infrastructure's proportionate share of results for operations accounted for using consolidation and the
equity method, in order to demonstrate the impact of key value drivers of each of these operating platforms on the Partnership's overall performance. As a result, segment revenues, costs attributable
to revenues, other income, interest expense, depreciation and amortization, deferred taxes, fair value adjustments and other items will differ from results presented in accordance with IFRS as they
(1) include Brookfield Infrastructure's proportionate share of earnings from investments in associates attributable to each of the above noted items, and (2) exclude the share of
earnings (losses) of consolidated investments not held by Brookfield Infrastructure apportioned to each of the above noted items. However, net income for each segment is consistent with results
presented in accordance with IFRS. See "Reconciliation of Operating Segments" on page 91 for a reconciliation of segment results to the Partnership's statement of operating results in
accordance with IFRS.

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Our
presentation currency and functional currency is the U.S. dollar, and has been throughout each of the last six years. There were no changes in accounting policies that have
had a material impact on the comparability of the results between financial years since the adoption of IFRS.

REVIEW OF CONSOLIDATED FINANCIAL RESULTS

In this section we review our consolidated performance and financial position for the 12-month periods ended December 31, 2013,
2012 and 2011. Further details on the key drivers of our operations and financial position are contained within the review of operating segments.

The
following table summarizes the financial results of Brookfield Infrastructure.

Year Ended
December 312013

2012

2011US$ MILLIONS, EXCEPT PER UNIT INFORMATIONSummary Statements of Operating ResultsRevenues

$
1,826

$
1,524

$
1,115Direct operating expenses


(823
)

(766
)

(561
)General and administrative expenses


(110
)

(95
)

(61
)Depreciation and amortization expense


(329
)

(230
)

(126
)Interest expense


(362
)

(322
)

(253
)(Losses) earnings from investments in associates


(217
)

1


76Net income


65


291


440Income from continuing operations


20


101


151Income from discontinued operations


45


190


289Net (loss) income attributable to the partnership(1)


(58
)

106


187Net (loss) income per limited partnership unit

$
(0.43
)
$
0.47

$
1.13


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


Revenues totaled $1,826 million for the year ended December 31, 2013, representing a year-over-year increase of $302 million,
or 20%. Approximately $240 million of the increase relates to acquisitions made in the second half of 2012, in particular investments made in our UK regulated distribution and district energy
businesses, which contributed incremental revenues of $98 million and $62 million, respectively. Our Chilean toll road contributed incremental revenues of $81 million, as we now
consolidate this business following the additional investment made in this business in the fourth quarter of 2012 (it was equity accounted for in the prior year). Finally, $85 million of
additional revenues were generated from the completion of our Australian railroad's expansion project. Compared to the same period in 2011, revenues for the year ended December 31, 2013 rose by
$711 million or 64% due primarily to
incremental revenues associated with the businesses acquired since 2011 and the expansion tasks completed at our Australian railroad in 2012.

Direct
operating expenses totaled $823 million for the year ended December 31, 2013, which is an increase of $57 million, or 7%, compared to the prior year. The
increase is primarily attributable to the aforementioned investments made in the second half of 2012 and the completion of the Australian railroad expansion, which contributed incremental direct
operating costs of $88 million. These increases were partially offset by a $25 million decrease in direct operating costs at our Australian regulated terminal as a result of a
depreciating Australian dollar. Compared to the same period in 2011, direct operating costs for the year ended December 31, 2013 increased by $262 million or 47% due primarily to
incremental operating expenses associated with the aforementioned businesses acquired since 2011 and the expansion tasks completed at our Australian railroad in 2012.

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General
and administrative expenses totaled $110 million for the year ended December 31, 2013, which was a $15 million increase over the same period in 2012. This
line item is primarily comprised of a management fee that is paid to Brookfield, which is equal to 1.25% of the partnership's market value plus recourse debt, net of cash. It also includes certain
public company costs relating to the on-going operations of the partnership. The management fee for the year ended December 31, 2013 increased relative to the same period in 2012 due to an
increase in our market capitalization attributable to the higher trading price of our partnership units and the $340 million equity issuance completed in May 2013. Compared to the same
period in 2011, our general and administrative expenses for the year ended December 31, 2013 increased by $49 million as a result of the higher management fee, as our partnership's
market capitalization grew significantly due to an increase in the trading price of our units in addition to a total of $1.6 billion of equity issuances completed since the beginning
of 2011.

Depreciation
and amortization expense totaled $329 million for the year ended December 31, 2013, an increase of $99 million and $203 million compared to the
same period in 2012 and 2011, respectively. The increase relative to prior periods is due primarily to the expansion of the Australian railroad operations, the impact of new investments and higher
property, plant and equipment values as a result of our annual revaluation process.

Interest
expense for the year ended December 31, 2013 totaled $362 million, compared to $322 million and $253 million in the same period in 2012 and 2011,
respectively. Interest expense for the year ended December 31, 2013 increased by $40 million compared to the same period in 2012 due primarily to the additional interest expense
associated with the businesses we acquired in the fourth quarter of 2012, as well as higher borrowings at our Australian railroad, which contributed incremental interest expense of $31 million
and $18 million, respectively. These increases were partially offset by $9 million of interest savings as a result of lower borrowing costs on our corporate credit facility following
receipt of an investment grade credit rating and the replacement of higher cost legacy corporate debt with corporate
bonds issued in the fourth quarter of 2012. Compared to the same period in 2011, interest expense for the year ended December 31, 2013 increased by $109 million due primarily to the
additional interest expense associated with the businesses we acquired since 2011, as well as the increased debt levels attributable to our growth capital expenditures over the same period.

Losses
from investments in associates were $217 million for the year ended December 31, 2013 compared to earnings of $1 million and $76 million for the same
period in 2012 and 2011, respectively. Losses from investments in associates for the year ended December 31, 2013 increased by $218 million from the same period in 2012 due primarily to
a $275 million impairment charge at our North American gas transmission operation taken in the current year partially offset by a number of non-recurring items that were recorded in the prior
year. The most significant of these offsets include breakage costs attributable to a refinancing completed at our North American gas transmission business ($40 million) and an impairment of one
of our European ports ($16 million). Compared to the same period in 2011, losses from investments in associates for the year ended December 31, 2013 increased by $293 million
primarily due to the aforementioned impairment charge at our North American gas transmission business taken in the current year.

68     Brookfield Infrastructure

---



As ofUS$ MILLIONS

December 31, 2013

December 31, 2012Summary Statements of Financial Position Key MetricsCash and cash equivalents


$     538


$     263Other current assets


730


483Total assets


15,682


19,718Current liabilities


527


628Corporate borrowings


377


946Non-recourse borrowings


5,790


6,993Other long-term liabilities


2,383


3,343Non-controlling interestin operating subsidiaries


1,419


2,784Non-controlling interestRedeemable Partnership Units held by Brookfield


1,408


1,365Limited Partners' capital


3,751


3,632General Partner capital


27


27


As
of December 31, 2013, we had $15,682 million in assets, compared to $19,718 million at the end of 2012. This $4,036 million decrease is primarily due to
the sale of the timber business, which reduced total assets by almost $4,400 million, in addition to foreign currency translation losses of approximately $330 million that resulted
primarily from the depreciation of the Australian dollar, Chilean peso and Brazilian reais relative to the U.S. dollar. These factors were partially offset by approximately $600 million
of new investments made in our Brazilian toll road and our district energy business during the year.

Corporate
borrowings decreased to $377 million at December 31, 2013, compared to $946 million as of December 31, 2012, as proceeds from the sale of our timber
business were used to repay the corporate credit facility, which was drawn to fund new investments made in the fourth quarter of 2012.

Non-recourse
borrowings decreased by $1,203 million to $5,790 million at December 31, 2013 from $6,993 million at December 31, 2012. The decrease is
primarily attributable to the disposition of the timber business, which combined with the impact of the depreciation of the Australian dollar and Chilean peso relative to the U.S. dollar, led
to a decrease in debt balances of approximately $1,800 million. This decrease was partially offset by incremental debt of approximately $600 million that was raised during the year at
our Australian railroad, district energy and Colombian regulated distribution operations to fund growth capital expenditures.

Partnership
capital increased by $162 million to $5,186 million at the end of the year from $5,024 million at the end of 2012. The increase was a result of the
$340 million equity issuance completed in May, revaluation gains of approximately $500 million resulting from our annual revaluation of property, plant and equipment and a
$106 million gain recognized on the partial sale of our UK regulated distribution operation. These positive impacts were partially offset by the impact of foreign exchange translation losses
and losses recorded during the year.

SEGMENTED DISCLOSURES

In this section, we review the results of our principal operating segments: utilities, transport and energy. Each segment is presented
on a proportionate basis, taking into account Brookfield Infrastructure's ownership in operations accounted for using the consolidation and equity methods, whereby the Partnership either controls or
exercises significant influence over its investments. See "Discussion of Segment Reconciling Items" on page 94 for a reconciliation of segment results to the Partnership's statement of
operating results in accordance with IFRS.

Brookfield Infrastructure     69

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Utilities Operations

Results of Operations

The following table presents the roll-forward of our rate base and selected key metrics:

Year ended December 31(US$ MILLIONS)

2013

2012Rate base, start of period

$
4,790

$
3,316Impact of acquisitions, net of disposals


(626
)

1,126Capital expenditures commissioned


355


129Inflation and other indexation


161


218Regulatory depreciation


(83
)

(107
)Foreign exchange


(355
)

108Rate base, end of period

$
4,242

$
4,790




Year ended December 31(US$ MILLIONS)

2013

2012

2011Funds from operations (FFO)

$
377

$
308

$
275Maintenance capital


(27
)

(25
)

(24
)Adjusted funds from operations (AFFO)

$
350

$
283

$
251


For
the year ended December 31, 2013, our utilities platform produced FFO of $377 million, compared with $308 million in the prior year and $275 million in
2011. The increase in FFO relative to 2012 and 2011 is primarily attributable to new investments completed near the end of 2012 that doubled the size of our UK regulated distribution business and
increased our ownership in the Chilean electricity transmission system. In addition, our business also benefited from 'same store' organic growth from inflation indexation and contributions from
organic growth investments.

The
following table presents our utilities platform's proportionate share of financial results:

Year ended December 31(US$ MILLIONS)

2013

2012

2011Revenue

$
831

$
774

$
644Costs attributed to revenues


(284
)

(305
)

(226
)Adjusted EBITDA


547


469


418Interest expense


(175
)

(167
)

(149
)Other income


5


6


6Funds from operations (FFO)


377


308


275Depreciation and amortization


(147
)

(123
)

(91
)Deferred taxes and other items


6


(74
)

(21
)Net income

$
236

$
111

$
163


70     Brookfield Infrastructure

---



The
following table presents our proportionate Adjusted EBITDA and FFO for each business in this operating platform:

Adjusted EBITDA

FFO(US$ MILLIONS)

2013

2012

2011

2013

2012

2011Regulated Distribution

$
236

$
188

$
151

$
178

$
133

$
108Regulated Terminal


174


180


182


91


98


102Electricity Transmission


137


101


85


108


77


65Total

$
547

$
469

$
418

$
377

$
308

$
275


For
the year ended December 31, 2013 our regulated distribution operations generated Adjusted EBITDA and FFO of $236 million and $178 million, respectively, versus
$188 million and $133 million, respectively, in the prior year and $151 million and $108 million, respectively, in 2011. Results increased compared to both comparative
periods as a result of investments in our rate base, inflation indexation and contributions from new investment activities.

For
the year ended December 31, 2013 our regulated terminal reported Adjusted EBITDA and FFO of $174 million and $91 million, respectively, versus
$180 million and $98 million, respectively, in the prior period and $182 million and $102 million, respectively, in 2011. Results decreased compared to both comparative
periods as a result of the impact of foreign exchange. In natural currency terms, Adjusted EBITDA was ahead of the comparative periods as we benefited from additions to our rate base.

For
the year ended December 31, 2013 our electricity transmission operations generated Adjusted EBITDA and FFO of $137 million and $108 million, respectively, versus
$101 million and $77 million, respectively, in the prior year and $85 million and $65 million, respectively, in 2011. Results increased compared to both periods primarily
as a result of investments in our rate base and our increased ownership interest in the Chilean transmission system, which was completed in the fourth quarter of 2012. Excluding the impact of the
increased ownership, results also benefited from inflation indexation and investments in our rate base compared to both periods.

Non-cash
expenses are primarily comprised of depreciation, amortization, non-cash inflation indexation on our Chilean peso denominated debt, deferred taxes and other items. Depreciation
and amortization increased to $147 million for the year ended December 31, 2013, up from $123 million and $91 million for the same period in 2012 and 2011, respectively.
The increase is primarily due to higher depreciation expense from additions to our regulated asset base from growth capital expenditures and the aforementioned acquisitions. Deferred taxes and other
items for the year ended December 31, 2013 was a gain of $6 million compared to an expense of $74 million for the same period in 2012. The positive variance is primarily the
result of mark-to-market gains recognized during the year on hedging items relating to our UK regulated distribution business, compared to mark-to-market losses recorded on these items in the prior
year. Deferred taxes and other items declined by $27 million compared to $21 million for the year ended December 31, 2011, as the aforementioned mark-to-market gains on hedging
items in the current period were partially offset by a revaluation gain at our Chilean transmission operations that was recorded in 2011.

Brookfield Infrastructure     71

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Transport Operations

Results of Operations

The following table presents our proportionate share of the key metrics of our transport platform:

Year ended December 31(US$ MILLIONS)

2013

2012

2011Growth capital expenditures

$
212

$
361

$
335Adjusted EBITDA margin(1)


47%


37%


28%Funds from operations (FFO)


326


168


98Maintenance capital


(63
)

(45
)

(36
)Adjusted funds from operations (AFFO)

$
263

$
123

$
62


(1)Adjusted EBITDA margin is Adjusted EBITDA divided by revenues.


Our transport platform generated FFO of $326 million in 2013 compared to $168 million in 2012 and $98 million in 2011. The
increase in FFO for the year ended December 31, 2013 versus the comparative years was primarily driven by the commissioning of our Australian railroad's expansion program, as well as a
contribution from our investment in our South American toll roads acquired in the fourth quarter
of 2012. Results also benefited from a partial period contribution from the increase in ownership of our Brazilian toll roads business completed in September 2013.

The
following table presents our transport platform's proportionate share of financial results:

Year ended December 31(US$ MILLIONS)

2013

2012

2011Revenues

$
1,054

$
738

$
640Cost attributed to revenues


(557
)

(463
)

(460
)Adjusted EBITDA


497


275


180Interest expense


(153
)

(106
)

(82
)Other expenses


(18
)

(1
)

Funds from operations (FFO)


326


168


98Depreciation and amortization


(183
)

(118
)

(58
)Impairment charge





(16
)

Deferred taxes and other items


(78
)

(1
)

(16
)Net income

$
65

$
33

$
24


The
following table presents proportionate Adjusted EBITDA and FFO for each business in this operating platform:

Adjusted EBITDA

FFO(US$ MILLIONS)

2013

2012

2011

2013

2012

2011Railroad

$
250

$
169

$
98

$
187

$
118

$
56Toll Roads


173


30





97


12


Ports


74


76


82


42


38


42Total

$
497

$
275

$
180

$
326

$
168

$
98


72     Brookfield Infrastructure

---



For
the year ended December 31, 2013, our Australian railroad generated Adjusted EBITDA and FFO of $250 million and $187 million, respectively, versus
$169 million and $118 million, respectively, in the prior year and $98 million and $56 million, respectively, in 2011. Results increased compared to the years ended
December 31, 2012 and 2011 as a result of the aforementioned completion of the expansion program, where volumes ramped up substantially and reached full take-or-pay levels in March 2013.

For
the year ended December 31, 2013, our toll roads contributed Adjusted EBITDA and FFO of $173 million and $97 million, respectively, versus $30 million and
$12 million, respectively, in the prior year. Results increased compared to the prior year primarily as a result of the investments in our South American toll roads in the fourth quarter of
2012 and the increase in ownership of our Brazilian toll roads completed in September 2013. Adjusted for ownership interest, revenues increased by almost 15% from prior year, driven by higher
traffic volumes and regulatory tariff increases.

For
the year ended December 31, 2013, our port operations reported Adjusted EBITDA and FFO of $74 million and $42 million, respectively, versus $76 million
and $38 million, respectively, in the prior year
and $82 million and $42 million, respectively, in 2011. Adjusted EBITDA decreased compared to the years ended December 31, 2012 and 2011 due to declining volumes as a result of
the economic slowdown in Europe. However, FFO for the year ended December 31, 2013 increased by $4 million compared to the same period in 2012 and was unchanged compared to the same
period in 2011 as the decrease in adjusted EBITDA was more than offset by lower borrowing costs following a refinancing at our continental European port operation completed during the year.

Non-cash
expenses are primarily comprised of depreciation, amortization, deferred taxes and other items. Depreciation and amortization increased to $183 million for the year ended
December 31, 2013, up from $118 million and $58 million for the same period in 2012 and 2011, respectively. The increase is primarily due to additional depreciation on our
recently commissioned Australian railroad expansion and toll road acquisitions. Deferred taxes and other expenses for the year ended December 31, 2013 were $78 million compared to
$1 million and $16 million for the same period in 2012 and 2011, respectively. The increase is primarily the result of breakage costs associated with the refinancing of our railroad and
European port operations during the year.

Energy Operations

Results of Operations

The following table presents our proportionate share of the key metrics of our energy platform:

Year ended December 31(US$ MILLIONS)

2013

2012

2011Growth capital expenditures

$
15

$
17

$
21Adjusted EBITDA margin(1)


42%


46%


46%Funds from operations (FFO)


70


76


69Maintenance capital


(39
)

(37
)

(29
)Adjusted funds from operations (AFFO)

$
31

$
39

$
40


(1)Adjusted EBITDA margin is Adjusted EBITDA divided by revenues.


Our energy platform generated FFO of $70 million, compared to $76 million in 2012 and $69 million in 2011. Results were lower
in 2013 relative to the prior year as the benefit of our district energy acquisitions that closed in 2012 and improved performance at our energy distribution businesses

Brookfield Infrastructure     73

---



in
the UK and Australia, was offset by the impact of a challenging North American natural gas market that severely impacted the results of our gas transmission business in the U.S.. FFO
increased versus 2011 due to the benefit of our district energy acquisition that closed in 2012 and the deployment of growth capital expenditures at our distribution operations offset by weak market
fundamentals at our North American energy transmission business.

The
following table presents our energy platform's proportionate share of financial results:

Year ended December 31(US$ MILLIONS)

2013

2012

2011Revenues

$
323

$
316

$
311Cost attributed to revenues


(186
)

(172
)

(168
)Adjusted EBITDA


137


144


143Interest expense


(69
)

(70
)

(74
)Other income


2


2


Funds from operations (FFO)


70


76


69Depreciation and amortization


(70
)

(59
)

(54
)Deferred taxes and other items


(254
)

(17
)

8Net (loss) income

$
(254
)
$


$
23


The
following table presents proportionate Adjusted EBITDA and FFO for each business in this operating platform:

Adjusted EBITDA

FFO(US$ MILLIONS)

2013

2012

2011

2013

2012

2011Energy Transmission, Distribution & Storage

$
128

$
142

$
143

$
65

$
75

$
69District Energy


9


2





5


1


Total

$
137

$
144

$
143

$
70

$
76

$
69


For
the year ended December 31, 2013 our energy transmission, distribution and storage operations reported Adjusted EBITDA and FFO of $128 million and $65 million,
respectively, versus $142 million and $75 million, respectively, in the prior year and $143 million and $69 million, respectively, in 2011. Adjusted EBITDA and FFO
decreased compared to the years ended December 31, 2012 and 2011, as weak market fundamentals continue to impact transportation revenues at our North American energy transmission business,
partially offset by the deployment of growth capital expenditures and colder than average weather at our distribution operations.

For
the year ended December 31, 2013, our district energy business contributed Adjusted EBITDA and FFO of $9 million and $5 million, respectively, versus
$2 million and $1 million, respectively, in the prior year. Results increased as we benefited from a full year of operations following our investment in this business in the fourth
quarter of 2012.

Non-cash
expenses are primarily comprised of depreciation, amortization, impairment charges, deferred taxes and other items. Depreciation and amortization increased to $70 million
for the year ended December 31, 2013, up from $59 million and $54 million for the same period in 2012 and 2011, respectively. The increase is primarily due to additional
depreciation as a result of the acquisition of our district energy business. Deferred taxes and other expenses for the year ended December 31, 2013 was $254 million compared to
$17 million and a gain of $8 million for the same period in 2012 and

74     Brookfield Infrastructure

---



2011,
respectively. The increase is due primarily to a $275 million impairment charge taken our North American gas transmission business during the year partially offset by non-recurring
breakage costs ($40 million) attributable to a refinancing completed at our North American gas transmission business that impacted the prior year.

Corporate and other

The following table presents the components of Corporate and Other, on a proportionate basis for the twelve months ended
December 31, 2013, 2012 and 2011:

Year ended December 31(US$ MILLIONS)

2013

2012

2011Timber EBITDA

$
39

$
48

$
60General and administrative costs


(8
)

(9
)

(8
)Base management fee


(102
)

(86
)

(53
)Adjusted EBITDA


(71
)

(47
)

(1
)Other income


6


7


4Financing costsTimber


(13
)

(28
)

(28
)Corporate


(13
)

(22
)

(25
)Funds from operations (FFO)


(91
)

(90
)

(50
)Deferred taxes and other items


(14
)

52


27Net loss

$
(105
)
$
(38
)
$
(23
)


During
the year we completed the sale of our timberland operations for proceeds of $640 million, and as a result eliminated reporting on the timber segment and included results
from this business in our Corporate and other segment. The timber business generated FFO for the year ended December 31, 2013 of $25 million compared to $22 million in the prior
year and $33 million in 2011.

General
and administrative costs for the year ended December 31, 2013 were consistent with the comparative periods. We anticipate that our general and administrative costs,
excluding the base management fee, will be in the range of $8 million to $10 million per year on an annualized basis.

Pursuant
to our Master Services Agreement, we pay an annual base management fee to Brookfield equal to 1.25% of our market value, plus recourse debt net of cash. The base management fee
for the year ended December 31, 2013 increased relative to the same periods in 2012 and 2011 due to an increase in our market capitalization attributable to the higher trading price of our
partnership units and equity issuances completed in May 2013, August 2012 and October 2011.

Financing
costs include interest expense and standby fees on our committed credit facility, less interest earned on cash balances. Financing costs for the year ended December 31,
2013 were lower than the comparative periods due to lower interest costs on our corporate credit facility following the receipt of our investment grade credit rating, in addition to refinancing higher
cost legacy debt with corporate bonds issued in October 2012.

Other
income includes interest and distribution income earned on corporate cash and financial assets.

Brookfield Infrastructure     75

---



Deferred
taxes and other expenses for the year ended December 31, 2013 were $14 million compared to income of $52 million and $27 million in the same period
in 2012 and 2011, respectively, as the comparative periods included positive fair value adjustments recorded on our timberlands.

SELECTED STATEMENT OF OPERATING RESULTS AND FINANCIAL POSITION INFORMATION

To measure performance, we focus on FFO and AFFO, among other measures. We also focus on Adjusted EBITDA and net income, taking into
account items that we consider unusual or otherwise not reflective of the ongoing profitability of our operations. We define FFO as net income excluding the impact of depreciation and amortization,
deferred income taxes, breakage and transaction costs, non-cash valuation gains or losses and other items. We define AFFO as FFO less maintenance capex, as detailed in the Reconciliation of Non-IFRS
Financial Measures section of this MD&A. FFO is a measure of operating performance, and AFFO is a measure of the sustainable cash flow of our business. Since they are not calculated in accordance
with, and do not have any standardized meanings prescribed by IFRS, FFO and AFFO are unlikely to be comparable to similar measures presented by other issuers, and FFO and AFFO have limitations as
analytical tools. See the Reconciliation of Non-IFRS Financial Measures section for a more fulsome discussion, including a reconciliation to the most directly comparable IFRS measures.

Year ended December 31(US$ MILLIONS, EXCEPT PER UNIT INFORMATION)Key Metrics

2013

2012

2011Funds from operations (FFO)

$
682

$
462

$
392Per unit FFO(1)


3.30


2.41


2.41Distributions


1.72


1.50


1.32Payout ratio(2)


57%


66%


55%Growth of per unit FFO(1)


37%





35%Adjusted funds from operations (AFFO)(3)


553


355


300


(1)Average units outstanding during the year of 206.7 million (2012: 191.5 million, 2011:
162.5 million).(2)Payout ratio is defined as distributions to unitholders, including GP incentive distributions, divided
by FFO.(3)AFFO is defined as FFO less maintenance capital expenditures.


For the year ended December 31, 2013 we posted strong results with FFO totaling $682 million ($3.30 per unit) compared to FFO of
$462 million ($2.41 per unit) in 2012 and FFO of $392 million ($2.41 per unit) in 2011. This 48% and 74% increase in our FFO versus 2012 and 2011 was primarily due to the investments
made to expand our railroad and utilities rate base, in addition to inflation indexation and high volumes in our transport business. We also benefited from a solid contribution from new investments
made that expanded our utilities and transport platforms. Our distribution of $1.72 per unit represents a payout ratio of 57% of our FFO for the year, which is conservative versus our target range
of 60%-70%.

76     Brookfield Infrastructure

---



The
following tables present selected statement of operating results and financial position information by operating platform on a proportionate basis:

Year ended December 312013

2012

2011(US$ MILLIONS)Statement of Operating ResultsNet (loss) income by segmentUtilities

$
236

$
111

$
163Transport


65


33


24Energy


(254
)




23Corporate and other


(105
)

(38
)

(23
)Net (loss) income

$
(58
)
$
106

$
187Adjusted EBITDA by segmentUtilities

$
547

$
469

$
418Transport


497


275


180Energy


137


144


143Corporate and other


(71
)

(47
)

(1
)Adjusted EBITDA

$
1,110

$
841

$
740FFO by segmentUtilities

$
377

$
308

$
275Transport


326


168


98Energy


70


76


69Corporate and other


(91
)

(90
)

(50
)FFO

$
682

$
462

$
392




As ofDecember 31, 2013

December 31, 2012(US$ MILLIONS)Statement of Financial PositionTotal assets by segmentUtilities

$
4,766

$
5,525Transport


4,789


4,412Energy


1,629


1,849Corporate and other


(46
)

895Total assets

$
11,138

$
12,681Net debt by segmentUtilities

$
2,838

$
3,307Transport


2,333


2,077Energy


927


911Corporate and other


(146
)

1,362Net debt

$
5,952

$
7,657Partnership capital by segmentUtilities

$
1,928

$
2,218Transport


2,456


2,335Energy


702


938Corporate and other


100


(467
)Partnership capital

$
5,186

$
5,024


Brookfield Infrastructure     77

---



CAPITAL RESOURCES AND LIQUIDITY

The nature of our asset base and the quality of our associated cash flows enable us to maintain a stable and low cost capital
structure. We attempt to maintain sufficient financial liquidity at all times so that we are able to participate in attractive opportunities as they arise, better withstand sudden adverse changes in
economic circumstances and maintain a relatively high distribution of our FFO to unitholders. Our principal sources of liquidity are cash flows from our operations, undrawn credit facilities and
access to public and private capital markets. We also structure the ownership of our assets to enhance our ability to monetize them to provide additional liquidity, if necessary. Certain
subsidiaries may be subject to limitations on their ability to declare and pay dividends. Any limitations existing at December 31, 2013 and 2012 were insignificant and would not adversely
impact our ability to meet cash obligations.

Our
group-wide liquidity at December 31, 2013 was $2,582 million and was comprised of the following:

As of(US$ MILLIONS)

December 31, 2013

December 31, 2012Corporate cash and cash equivalents


$   523


$     7Committed corporate credit facility


1,400


855Draws on corporate credit facility





(546
)Commitments under corporate credit facility


(99
)

(92
)Proportionate cash retained in businesses


330


203Proportionate availability under subsidiary credit facilities


428


336Group-wide liquidity


$2,582


$ 763


At
December 31, 2013, we believe that the sources of group-wide liquidity are sufficient for Brookfield Infrastructure's present requirements. We finished the quarter with group
wide liquidity of approximately $2,582 million, up from $763 million at December 31, 2012. At the corporate level, we ended the year with $1,824 million of liquidity, an
increase of almost $1,600 million compared to the prior year. The increases were primarily attributable to $1,055 million of proceeds received from asset sales, the $340 million
equity offering completed in May 2013, a return of capital of approximately $300 million from our Australian railroad, and the $545 million upsizing of our corporate credit
facility. These positive impacts were partially offset by the approximately $600 million follow-on investments made in our Brazilian toll road and district energy businesses during
the year.

We
finance our assets principally at the operating company level with debt that generally has long-term maturities, few restrictive covenants and no recourse to either Brookfield
Infrastructure or our other operations. At the operating company level, we endeavour to maintain prudent levels of debt.

78     Brookfield Infrastructure

---



We
also strive to ladder our principal repayments over a number of years. On a proportionate basis as of December 31, 2013, scheduled principal repayments over the next five years are
as follows:

(US$ MILLIONS)

Average Term
(years)

2014

2015

2016

2017

2018

Beyond

TotalRecourse borrowingsCorporate borrowings


4

$


$


$


$
377

$


$


$
377Total recourse borrowings


4











377








377Non-recourse borrowings(1)(2)Utilities


10


92


54


387


50


6


2,310


2,899Transport


7


57


255


303


77


470


1,380


2,542Energy


9


14





16


506





451


987Total non-recourse borrowings(1)(2)


10


163


309


706


633


476


4,141


6,428Total borrowings(3)


10

$
163

$
309

$
706

$
1,010

$
476

$
4,141

$
6,805Cash retained in businessesUtilities






















$
61Transport























209Energy























60Corporate and other























523Total cash retained






















$
853Net debtUtilities






















$
2,838Transport























2,333Energy























927Corporate























(146
)Total net debt





2%


5%


10%


15%


7%


61%

$
5,952


(1)Represents non-recourse debt to Brookfield Infrastructure as the holders have recourse only to the underlying
operations.(2)Non-recourse project debt from our social infrastructure operations has been excluded from the above tables as this is long-term debt
which is fully amortized during the term of our concession contracts.(3)As of December 31, 2013, approximately 40% has been issued as floating rate debt. Brookfield Infrastructure and its
subsidiaries have entered into interest rate swaps whereby the floating rate debt has been converted to fixed rate debt, effectively reducing floating rate debt maturities to approximately 12% of our
total borrowings.


The average cash interest rates for our utilities, transport, energy and corporate platforms were 5.6%, 6.5%, 6.9% and 3.5%, respectively
(December 31, 2012: 6.2%, 7.4%, 7.4% and 3.5% respectively).

Brookfield Infrastructure     79

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Our
debt has an average term of 10 years. On a proportionate basis, our net debt-to-capitalization ratio as of December 31, 2013 was 53%. Proportionate debt can be
reconciled to consolidated debt as follows:

As of December 31(US$ MILLIONS)

2013

2012Consolidated debt

$
6,167

$
7,939Less: borrowings attributable to non-controlling interest


(1,675
)

(2,705
)Premium on debt and cross currency swaps


(67
)

144Add proportionate share of borrowings of investments in associates:Utilities


716


1,038Transport


885


666Energy


779


785Proportionate debt

$
6,805

$
7,867


CONTRACTUAL OBLIGATIONS

The table below outlines Brookfield Infrastructure's contractual obligations as at December 31, 2013:

Payments due by period(US$ MILLIONS)

Total

Less than 1 year

1-2 years

2-5 years

5+ yearsAccounts payable and other liabilities

$
691

$
584

$
26

$


$
81Interest-bearing liabilities(1)


8,596


313


341


2,261


5,681Finance lease liabilities


31


4


3


8


16Other long-term liabilities


601





153


214


234$
9,919

$
901

$
523

$
2,483

$
6,012


(1)Comprised of non-recourse borrowings and corporate borrowings and includes interest payments of $251 million,
$225 million, $622 million and $1,161 million for the periods as follows: less than 1 year, 1-2 years, 2-5 years and 5 years and thereafter,
respectively. Interest payments are calculated based on interest rates in effect as at the balance sheet date.


In addition, pursuant to the Master Services Agreement, on a quarterly basis we pay a base management fee to Brookfield equal to 0.3125% (1.25%
annually) of the market value, plus non-recourse debt of our partnership. As of December 31, 2013, this fee is estimated to be approximately $104 million per year based on our current
market capitalization and unit price.

FINANCIAL INSTRUMENTSFOREIGN CURRENCY HEDGING STRATEGY

To the extent that we believe it is economic to do so, our strategy is to hedge a portion of our equity investments and/or cash flows
exposed to foreign currencies. The following key principles form the basis of our foreign currency hedging strategy:



80     Brookfield Infrastructure

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The
following table presents our hedged position in foreign currencies as of December 31, 2013:

Net Investment Hedges(US$ MILLIONS)

USD

AUD

GBP

BRL

CLP

CAD

EUR

COPEquity InvestmentUS$

$
1,131

$
1,575

$
984

$
773

$
314

$
176

$
169

$
64FX contractsUS$


2,174


(866
)

(984
)







(176
)

(148
)

Net unhedgedUS$

$
3,305

$
709

$


$
773

$
314

$


$
21

$
64


At
December 31, 2013, we had hedges in place equal to approximately 54% of our net equity investment in foreign currencies. In the 12 months ended December 31, 2013,
we recorded losses in other comprehensive income of $12 million related to these contracts.

OTHER MARKET RISKS

Inflation Risk

Certain of our subsidiaries and associates are subject to inflation risk. Most significantly, our South American electricity
transmission operations and a portion of our toll road operations in Chile are subject to inflation risk as these debt portfolios are denominated in Unidad de Fomento, ("UF") which is an inflation
indexed Chilean peso monetary unit that is set daily, on the basis of the prior month's inflation rate. However, we believe this is offset by the nature of our revenues which are in large part indexed
to Chilean inflation.

Commodity Risk

Some of our operations are critically linked to the transport or production of key commodities. For example, in the long term, our
Australian regulated terminal operation relies on demand for coal exports, our Australian railroad operation relies on demand for iron ore for steel production and our North American gas transmission
operation relies on demand for natural gas and benefits from higher gas prices. Furthermore, our Australian railroad business relies on the demand for iron ore exports. While we endeavor to protect
against short to medium term commodity demand risk wherever possible by structuring our contracts in a way that minimizes volume risk (e.g. minimum guaranteed volumes and 'take-or-pay'
arrangements), these contract terms are finite. Accordingly, a long term and sustained downturn in the demand for or price of a key commodity linked to one of our operations may have a material
adverse impact on the financial performance or growth prospects of that particular operation, notwithstanding the use of take-or-pay contracts. Furthermore, our North American gas transmission
operations have direct natural gas exposure as it collects more natural gas from customers than it consumes and resells the balance; however, this exposure has been significantly reduced as a result
of the FERC settlement agreed to in July 2011. See Item 4.B "Business Overview" for more information.

Revenues
from our Chilean electricity transmission operation are adjusted by a multi-factor inflation index that is designed to approximate changes in prices of the underlying components
of the replacement cost of our transmission system. See Item 4.B "Business Overview". Due to the construction of the system, metals, such as aluminum, are a material percentage of replacement
cost. Thus, changes in the price of these metals will impact our revenues.

We
do not currently use any strategies or instruments to manage the commodity risks in our operations.

Brookfield Infrastructure     81

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CAPITAL REINVESTMENT

Our financing plan is to fund our recurring growth capital expenditures with cash flow generated by our operations, as well as debt
financing that is sized to maintain our credit profile. To fund large scale development projects and acquisitions, we will evaluate a variety of capital sources including proceeds from selling
non-core assets, equity and debt financing. We will seek
to raise additional equity if we believe that we can earn returns on these investments in excess of the cost of the incremental equity.

The
following table highlights the sources and uses of cash for the year:

Year ended December 31(US$ MILLIONS)

2013

2012

2011Funds from operations (FFO)

$
682

$
462

$
392Less maintenance capital


(129
)

(107
)

(89
)Funds available for distribution (AFFO)


553


355


303Distributions paid


(388
)

(304
)

(217
)Funds available for reinvestment


165


51


86Growth capital expenditures


(504
)

(565
)

(544
)Asset level debt funding of growth capex


403


437


149Disposals, net of new investments


528


(1,012
)

(140
)Asset level financings (repayments)


304


(374
)

(93
)(Repayments) draws on corporate credit facility


(546
)

546


(18
)Corporate debt issuance, net





408


Proceeds from equity issuance


335


497


657Changes in working capital and other


(42
)

16


(89
)Change in proportionate cash retained in business


643


4


8Opening, proportionate cash retained in business


210


206


198Closing, proportionate cash retained in business

$
853

$
210

$
206


The
following table presents the components of growth and maintenance capital expenditures by operating platform:

Year ended December 31(US$ MILLIONS)

2013

2012

2011Growth capital expenditures by segmentUtilities

$
277

$
187

$
188Transport


212


361


335Energy


15


17


21$
504

$
565

$
544


82     Brookfield Infrastructure

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Current Annual Estimated Sustaining Capex

Year ended December 31(US$ MILLIONS)

Low

High

2013

2012

2011Maintenance capital expenditures by segmentUtilities

$
20

$
30

$
27

$
25

$
24Transport


80


90


63


45


36Energy


20


25


39


37


29$
120

$
145

$
129

$
107

$
89


For
the year end, our maintenance capital expenditures were within the expected range required to maintain the infrastructure assets within our utilities and transport platforms.
Maintenance capital expenditures were $39 million for the current period for our energy platform, which is higher than the average annual sustainable level of $20 million to
$25 million. The higher than average expenditures are primarily attributable to timing of certain larger scale projects at our North American energy transmission business that are
non-recurring.

PARTNERSHIP CAPITAL

As of December 31, 2013, our partnership owned limited partnership units that represented approximately 71.5% of the
Holding LP's total outstanding units, and Brookfield owned Redeemable Partnership Units that represented approximately 28% of the Holding LP's total outstanding units. The Redeemable
Partnership Units, at the request of the holder, require the Holding LP to redeem all or a portion of the holder's units for cash in an amount equal to the market value of our units multiplied
by the number of units to be redeemed. This right is subject to our partnership's right of first refusal which entitles it, at its sole discretion, to elect to acquire any unit so presented to the
Holding LP in exchange for one of the partnership's units (subject to certain customary adjustments). Both the units issued by Brookfield Infrastructure and the Redeemable Partnership Units
issued by the Holding LP have the same economic attributes in all respects, except for the redemption right described above. The Redeemable Partnership Units participate in earnings and
distributions on a per unit basis equivalent to the per unit participation of the units of Brookfield Infrastructure. The partnership reflects the Redeemable Partnership Units issued to Brookfield by
the Holding LP as a separate component of non-controlling interest, within consolidated equity, as Brookfield Infrastructure can, at its sole discretion, elect to satisfy a redemption request
by Brookfield of the Redeemable Partnership Units by issuing an equal number of units. Based on the number of units outstanding as of December 31, 2013, Brookfield's aggregate limited
partnership interest in our partnership would be approximately 28%, if Brookfield fully exercised its redemption right and our partnership fully exercised its right of first refusal.

As
of December 31, 2013 Brookfield also owned general partnership units that represented approximately 0.5% of the Holding LP's total outstanding units. Brookfield is
entitled to incentive distribution rights which are based on the amount by which quarterly distributions on the limited partnership units exceed specified target levels. To the extent distributions on
limited partnership units exceed $0.305 per quarter, the incentive distribution rights are entitled to 15% of incremental distributions above this threshold. To the extent that distributions on
limited partnership units exceed $0.33 per quarter, the incentive distribution rights are entitled to 25% of incremental distributions above this threshold. During the year ended December 31,
2013, the partnership paid incentive distributions of $31 million (2012: $16 million, 2011: $4 million).

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The
total number of partnership units outstanding was comprised of the following:

As ofDecember 31, 2013

December 31, 2012Redeemable partnership units, held by Brookfield


58,739,416


56,137,081General partnership units


1,066,929


1,066,929Limited partnership units


150,252,174


143,567,955Total


210,058,519


200,771,965


During
2013 and 2012, our outstanding issued Redeemable Partnership Units changed as follows:

2013

2012MILLIONS, EXCEPT UNIT INFORMATION

Book Value

Units

Book Value

UnitsOutstanding at beginning of year

$
1,084


56,137,081

$
942


51,698,081Units issued


94


2,602,335


142


4,439,000Outstanding at end of year

$
1,178


58,739,416

$
1,084


56,137,081


During
2013 and 2012, our outstanding issued limited partnership units changed as follows:

2013

2012MILLIONS, EXCEPT UNIT INFORMATION

Book Value

Units

Book Value

UnitsOutstanding at beginning of year

$
2,955


143,567,955

$
2,597


132,352,111Units issued


244


6,684,219


358


11,215,844Outstanding at end of year

$
3,199


150,252,174

$
2,955


143,567,955


During
2013 and 2012, our outstanding issued general partnership units changed as follows:

2013

2012MILLIONS, EXCEPT UNIT INFORMATION

Book Value

Units

Book Value

UnitsOutstanding at beginning of year

$
19


1,066,929

$
19


1,066,929Outstanding at end of year

$
19


1,066,929

$
19


1,066,929


In
May 2013, our partnership issued 6,528,665 LP units at a gross price of $37.75 under our shelf registrations in the U.S. and Canada. In addition, the Holding LP
issued 2,602,335 million Redeemable Partnership units to Brookfield at $36.24. In total, $330 million of net proceeds were raised through this issuance.

In
August 2012, our partnership issued 11,132,000 LP units at a gross price of $33.25 under our shelf registrations in the U.S. and Canada. In addition, the
Holding LP issued 4,439,000 million Redeemable Partnership units to Brookfield at $31.92. In total, $497 million of net proceeds were raised through this issuance.

In
June 2010, we implemented a distribution reinvestment plan ("Plan"), that allows eligible holders of our partnership to purchase additional units by reinvesting their cash
distributions. Under the Plan, units are acquired at a price per unit calculated by reference to the volume weighted average

84     Brookfield Infrastructure

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of
the trading price for our units on the NYSE for the five trading days immediately preceding the relevant distribution date. During the period, our partnership issued 155,554 units (2012:
83,844 units).

In
October 2013, we announced that the TSX accepted a notice filed by our partnership of its intention to renew its normal course issuer bid ("2013 Issuer Bid"). Repurchases were
authorized to commence on October 4, 2013 and ending on October 3, 2014 or earlier if repurchases were completed prior to such date. In the year ended December 31, 2013, no units
were repurchased and cancelled under this program. See Item 16E. "Purchases of Equity Securities by the Issuer and Affiliated Purchaser" for more information.

In
March 2014, the Holding LP underwent a restructuring whereby the Holding LP's limited partnership agreement was amended to make our partnership the managing
general partner of the Holding LP by redesignating the limited partner units as managing general partner units and to make the general partner a special limited partner of the Holding LP
by redesignating the general partner units to special limited partner units. This change was made in order to simplify our governance structure and to more clearly delineate our partnership's
governance rights in respect of the Holding LP.

RELATED PARTY TRANSACTIONS

We have entered into a number of related party transactions with Brookfield. See Item 7.B"Related Party
Transactions."

OFF-BALANCE SHEET ARRANGEMENTS

Brookfield Infrastructure has no off-balance sheet arrangements.

Brookfield
Infrastructure, on behalf of our subsidiaries provide letters of credit, which include, but are not limited to, guarantees for debt service reserves, capital reserves,
construction completion and performance. As at December 31, 2013, letters of credit issued by subsidiaries of Brookfield Infrastructure amounted to $116 million.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to select appropriate accounting policies and to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. In particular, critical accounting policies and estimates utilized in the normal course of preparing our partnership's financial
statements require the determination of the fair value of property, plant and equipment; the fair value of investment property; the impairment of goodwill and intangibles with indefinite lives; the
fair values in business combinations; and the estimation of useful lives of assets of property, plant and equipment.

Brookfield Infrastructure     85

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In
making estimates, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. These estimates have been applied
in a manner consistent with that in the prior period, and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized
in this report. The estimates are impacted by, among other things, movements in interest rates, foreign exchange and other factors, some of which are highly uncertain. The interrelated nature of these
factors prevents us from quantifying the overall impact of these movements on our partnership's financial statements in a meaningful way. These sources of estimation uncertainty relate in varying
degrees to virtually all asset and liability account balances.

The
following is a discussion of our critical accounting policies:

Common control transactions

IFRS does not include specific measurement guidance for transfers of businesses or subsidiaries between entities under common control.
Accordingly, Brookfield
Infrastructure has developed a policy to account for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. Brookfield
Infrastructure's policy is to record assets and liabilities recognized as a result of transactions between entities under common control at the carrying value on the transferor's financial statements,
and to have the Statements of Financial Position, Statements of Operating Results, Statements of Comprehensive Income and Statements of Cash Flows reflect the results of combining entities for all
periods presented for which the entities were under the transferor's common control, irrespective of when the combination takes place.

Classification of assets and liabilities as held for sale

Brookfield Infrastructure's accounting policy relating to assets held for sale is described in note 3(p) of Brookfield
Infrastructure's consolidated financial statements. In applying this policy, judgment is applied in determining whether certain assets should be reclassified to assets held for sale on the
consolidated Statements of Financial Position. Judgment is also applied in determining whether the results of operations associated with the assets should be recorded in discontinued operations on the
consolidated Statements of Operating Results. Brookfield Infrastructure will reclassify the results of operations associated with certain assets to discontinued operations where the assets represent a
component of the Partnership whose operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Partnership.

Financial instruments

Brookfield Infrastructure's accounting policies relating to derivative financial instruments are described in note 3(n) of
Brookfield Infrastructure's consolidated financial statements. The critical judgments inherent in these policies relate to applying the criteria to the assessment of the effectiveness of hedging
relationships.

Revaluation of property, plant and equipment

Property, plant and equipment is revalued on a regular basis. The critical estimates and assumptions underlying the valuation of
property, plant and equipment are set out in note 13 of Brookfield Infrastructure's consolidated financial statements.

86     Brookfield Infrastructure

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Valuation of standing timber

Changes in fair value are recorded profit and loss during the period of change. Brookfield Infrastructure determines fair value on an
annual basis. Certain assets recorded at fair value were estimated and determined by management of the Partnership with due consideration given to other relevant data points. Key estimates and
assumptions in determining the fair value of standing timber are: the timing of forecasted revenues and timber prices; estimated selling costs; sustainable felling plans; growth assumptions;
silviculture costs; discount rates; terminal capitalization rates and terminal valuation dates.

Valuation of investment property

The fair value of investment property is primarily determined by discounting the expected future cash flows of each property, generally
over a term of 10 years, using a discount and terminal capitalization rate reflective of the characteristics, location and market of each property. The future cash flows of each property are
based upon, among other things, rental income from current leases and assumptions about rental income from future leases reflecting current conditions, less future cash outflows in respect of such
current and future leases.

In
some cases, the fair values are determined based on recent real estate transactions with similar characteristics and location to those of Brookfield Infrastructure assets. Fair value
is estimated by management of the Partnership with due consideration given to other relevant data points.

Fair values in business combinations

Brookfield Infrastructure accounts for business combinations using the acquisition method of accounting. This method requires the
application of fair values for both the consideration given and the assets and liabilities acquired. The calculation of fair values is often
predicated on estimates and judgments including future cash flows, revenue streams and value-in-use calculations (refer to note 4 of Brookfield Infrastructure's consolidated financial
statements for details of business combinations). The determination of the fair values may remain provisional for up to 12 months from the date of acquisition due to the time required to obtain
independent valuations of individual assets and to complete assessments of provisions. When the accounting for a business combination has not been completed as at the reporting date, this is disclosed
in the financial statements, including observations on the estimates and judgments made as of the reporting date.

Impairment of goodwill and intangibles with indefinite lives

The impairment assessment of goodwill and intangibles with indefinite lives requires an estimation of the value-in-use or fair value
less costs to sell of the cash-generating units to which goodwill has been allocated. Brookfield Infrastructure uses the following critical assumptions and estimates: the tax circumstances that gave
rise to the goodwill, timing and amount of future cash flows expected from the cash-generating unit; discount rates; terminal capitalization rates; terminal valuation dates; useful lives and residual
values.

Other
estimates utilized in the preparation of the partnership's financial statements are: depreciation and amortization rates and useful lives; recoverable amount of goodwill and
intangible assets; ability to utilize tax losses and other tax measurements.

Other
critical judgments utilized in the preparation of the partnership's financial statements include the determination of functional currency, determination of operating segments,
determination of effectiveness of financial hedges for accounting purposes, recoverability of deferred tax assets and assessment of tax uncertainties, and determination of control.

Brookfield Infrastructure     87

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CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Brookfield Infrastructure applied, for the first time, certain Standards and amendments to Standards applicable to Brookfield
Infrastructure that became effective January 1, 2013.
The impact of adopting these Standards on the partnership's accounting policies and disclosures are as follows:

a)    Recently adopted accounting standards and amendments

IFRS 10 Consolidated Financial Statements ("IFRS 10")

IFRS 10 replaces IAS 27 Consolidated and Separate Financial Statements and
SIC 12 ConsolidationSpecial Purpose Entities. IFRS 10 introduces a single control model for consolidation, irrespective of the nature of the investee. An investor
that exerts power over the investee, has exposure to variable returns and has the ability to use its power to affect the amount of its returns, controls the investee and accordingly, is required to
consolidate the investee.

IFRS 10
was applied retrospectively and the application of this new Standard had no impact on Brookfield Infrastructure's accounting for and presentation of investees for the
current or prior periods presented.

IFRS 11 Joint Arrangements ("IFRS 11") and IAS 28 Investment in Associates and Joint Ventures ("IAS 28")

IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC 13 Jointly-controlled
EntitiesNon-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities using proportionate consolidation. Instead, entities that
meet the definition of a joint venture under IFRS 11 must be accounted for using the equity method. Accordingly, IAS 28 has been amended to include the application of the equity method
to investments in joint ventures. The classification of a joint arrangement as a joint operation or a joint venture depends upon the rights and obligations of the parties to the arrangement. A joint
operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those
parties are joint operators. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.

IFRS 11
was applied retrospectively and the application of this new Standard had no impact on Brookfield Infrastructure's accounting for and presentation of investees for the
current and prior periods presented.

IFRS 12 Disclosure of Interests in Other Entities ("IFRS 12")

IFRS 12 integrates the disclosure requirements of interests in other entities to disclose information about significant
judgments and assumptions the investor has made in determining whether it has control, joint control, or significant influence over another entity and the type of joint arrangement when the
arrangement has been structured through a separate vehicle. Entities are also required to provide these disclosures when changes in facts and circumstances affect the entity's conclusion during the
reporting period.

IFRS 12
was applied prospectively. The application of this new Standard led to additional disclosures with regards to the Brookfield Infrastructure's interests in other entities.
These disclosures provide further details regarding Brookfield Infrastructure's non-wholly owned subsidiaries and have been included in note 2 and note 12 of the consolidated financial
statements.

88     Brookfield Infrastructure

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IFRS 13 Fair Value Measurement ("IFRS 13")

IFRS 13 establishes a single source of guidance for fair value measurements. The Standard defines fair value and establishes a
framework for measuring fair value. The scope of IFRS 13 is broad; it applies to both financial instruments and non-financial items for which other IFRSs require or permit fair value
measurements, except in specified circumstances. IFRS 13 was applied prospectively and has not materially impacted the manner in which Brookfield Infrastructure measures its financial and
nonfinancial assets and liabilities. In general, the disclosure requirements for the fair value of financial instruments and non-financial items under IFRS 13 are more extensive than those
required under previous Standards.

The
application of this new Standard led to additional disclosures in the notes to the consolidated financial statements with regard to the valuation methods applied in determining the
fair value of
Brookfield Infrastructure's property plant and equipment (see note 13), investment property (see note 17) and financial instruments (see note 7).

IAS 1 Presentation of Items of Other Comprehensive IncomeAmendments to IAS 1 ("IAS 1")

Brookfield Infrastructure adopted the amendments to IAS 1 on January 1, 2013 with retrospective application. The
amendments to IAS 1 require items to be presented in other comprehensive income ("OCI") in two separate categories: (a) items that could be reclassified to profit or loss at a future
point in time (e.g., impact of translation of foreign operations and net movement on cash flow hedges) and; (b) items that will never be reclassified to profit or loss
(e.g., revaluation of property, plant and equipment). Income tax on items of other comprehensive income is required to be allocated on the same basis.

Brookfield
Infrastructure has amended the Consolidated Statement of Comprehensive Income (Loss) for all periods presented to reflect the presentation changes required under these
amendments. Since these changes constitute reclassifications within the Statements of Comprehensive Income, there is no net impact on comprehensive income.

IFRS 7 Financial Instruments: Disclosures("IFRS 7")

The amendments to IFRS 7 contain new disclosure requirements for financial assets and liabilities that are offset in the
statement of financial position or subject to master netting arrangements or similar arrangements.

The
amendments to IFRS 7 have been applied prospectively. The application of these amendments has led to additional disclosures regarding the offsetting of financial instruments.
These additional disclosures have been included in note 7 of the notes to the consolidated financial statements.

b)    Standard issued not yet adopted

IFRS 9 Financial Instruments("IFRS 9")

IFRS 9, Financial Instruments ("IFRS 9") was issued by the IASB on November 12, 2009 and will replace
IAS 39, Financial Instruments: Recognition and Measurement ("IAS 39"). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair
value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual
cash flow characteristics of the financial assets. The new Standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is
tentatively effective for annual periods beginning on

Brookfield Infrastructure     89

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or
after January 1, 2018. Brookfield Infrastructure is currently evaluating the impact of IFRS 9 on its consolidated financial statements.

IFRIC 21, Levies("IFRIC 21")

IFRIC 21, Levies ("IFRIC 21") provides guidance on when to recognize a liability for a levy imposed by a government, both
for levies that are accounted for in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets, and those where the timing and amount of the levy is certain.
IFRIC 21 identifies the obligating event for the recognition of a liability as the activity that triggers the payment of the levy in accordance with the relevant legislation. A liability is
recognized progressively if the obligating event occurs over a period of time or, if an obligation is triggered on reaching a minimum threshold, the liability is recognized when that minimum threshold
is reached. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014. Management is currently evaluating the impact of IFRIC 21 on the consolidated financial
statements.

IAS 32, Financial Instruments: Presentation ("IAS 32")

IAS 32, Financial Instruments: Presentation ("IAS 32") was amended to clarify certain aspects as a result of the
application of offsetting requirements, namely focusing on the
following four main areas: the interpretation of "currently has a legally enforceable right of set-off", the application of simultaneous realization and settlement, the offsetting of collateral
amounts, and the unit of account for applying the offsetting requirements. IAS 32 is effective for annual periods beginning on or after January 1, 2014. Management is currently
evaluating the impact of IAS 32 on the consolidated financial statements.

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES

To measure performance, amongst other measures, we focus on FFO. We define FFO as net income excluding the impact of depreciation and
amortization, deferred income taxes, breakage and transaction costs, non-cash valuation gains or losses and other items. FFO is a measure of operating performance that is not calculated in accordance
with, and does not have any standardized meaning prescribed by IFRS. FFO is therefore unlikely to be comparable to similar measures presented by other issuers.

FFO
has limitations as an analytical tool:



Because
of these limitations, FFO should not be considered as the sole measure of our performance and should not be considered in isolation from, or as a substitute for, analysis of our
results as reported under IFRS. However, FFO is a key measure that we use to evaluate the performance of our operations and forms the basis for our Partnership's distribution policy.

When
viewed with our IFRS results, we believe that FFO provides a more complete understanding of factors and trends affecting our underlying operations. FFO allows us to evaluate our
businesses on the basis of cash return on invested capital by removing the effect of non-cash and other items. We add

90     Brookfield Infrastructure

---



back
depreciation and amortization to remove the implication that our assets decline in value over time since we believe that the value of most of our assets will typically increase over time provided
we make all necessary maintenance expenditures.

We
add back deferred income taxes because we do not believe this item reflects the present value of the actual cash tax obligations we will be required to pay, particularly if our
operations are held for a long period of time. We add back non-cash valuation gains or losses recorded in net income as these are non-cash in nature and indicate a point in time approximation of value
on long-term items. We also add back breakage and transaction costs as they are capital in nature.

In
addition, we focus on adjusted funds from operations or AFFO, which is defined as FFO less maintenance capital expenditures. Management uses AFFO as a measure of long-term sustainable
cash flow.

The
following table reconciles FFO and AFFO to the most directly comparable IFRS measure, which is net income. We urge you to review the IFRS financial measures within the MD&A and to
not rely on any single financial measure to evaluate the Partnership.

Year ended December 31(US$ MILLIONS)

2013

2012

2011Net (loss) income attributable to partnership(1)

$
(58
)
$
106

$
187Add back or deduct the following:Depreciation and amortization


400


300


203Impairment charge


275


16


Deferred income taxes


65


(37
)

73Gain on sale of associate


(53
)




Mark-to-market on hedging items


(7
)

50


26Valuation losses (gains) and other


60


27


(97
)FFO


682


462


392Maintenance capital


(129
)

(107
)

(89
)AFFO

$
553

$
355

$
303


---

The difference between net income and FFO is primarily attributable to depreciation and amortization expenses and the impairment charge of
$275 million taken on our North American gas transmission business during the year.

We
also use Adjusted EBITDA as a measure of performance. We define Adjusted EBITDA as FFO excluding the impact of interest expense, cash taxes and other cash income (expenses).

Reconciliation of Operating Segments

Adjusted EBITDA, FFO, and AFFO are presented based on Brookfield Infrastructure's proportionate share of results in operations
accounted for using consolidation and the
equity method whereby the Partnership either controls or exercises significant influence over the investment respectively, in order to demonstrate the impact of key value drivers of each of these
operating platforms on the Partnership's overall performance. As a result, segment depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash valuation gains and
losses and other items are reconciling items that will differ from results presented in accordance with IFRS as these

Brookfield Infrastructure     91

---



reconciling
items (1) include Brookfield Infrastructure's proportionate share of earnings from investments in associates attributable to each of the above-noted items, and (2) exclude
the proportionate share of earnings (loss) of consolidated investments not held by Brookfield Infrastructure apportioned to each of the above-noted items.

The
following tables present each segment's results in the format that management organizes its segments to make operating decisions and assess performance. Each segment is presented on
a proportionate basis, taking into account Brookfield Infrastructure's ownership in operations accounted for using the consolidation and equity method whereby the Partnership either controls or
exercises significant influence over the investment, respectively. These tables reconcile Brookfield Infrastructure's proportionate results to the Partnership's consolidated statements of operating
results on a line by line basis by aggregating the components comprising the earnings from the Partnership's investments in associates and reflecting the portion of each line item attributable to
non-controlling interests. See "Discussion of Segment Reconciling Items" on page 94 for a reconciliation of segment results to the Partnership's statement of operating results in accordance
with IFRS.

Total attributable to Brookfield InfrastructureContribution
from investments
in associates

Attributable to
non-controlling
interest

Discontinued Operations

As per IFRS
financials
on F-7(1)For the year ended December 31, 2013
in US$ millions

Utilities

Transport

Energy

Other

TotalRevenues

$
831

$
1,054

$
323

$
83

$
2,291

$
(933
)
$
551

$
(83
)
$
1,826Costs attributed to revenues


(284
)

(557
)

(186
)

(44
)

(1,071
)

491


(287
)

44


(823
)General and administrative costs











(110
)

(110
)










(110
)Adjusted EBITDA


547


497


137


(71
)

1,110


(442
)

264


(39
)Other income (expense)


5


(18
)

2


6


(5
)

17


(13
)

18


17Interest expense


(175
)

(153
)

(69
)

(26
)

(423
)

156


(108
)

13


(362
)FFO


377


326


70


(91
)

682


(269
)

143


(8
)Depreciation and amortization


(147
)

(183
)

(70
)




(400
)

163


(92
)




(329
)Impairment charge








(275
)




(275
)

275








Deferred taxes


(8
)

7


19


(83
)

(65
)

(11
)

22


55


1Gain on sale of associates


35








18


53











53Mark-to-market on hedging items


7


(9
)

3


6


7


3


9





19Valuation (losses) gains and other


(28
)

(76
)

(1
)

45


(60
)

56


(2
)

(49
)

(55
)Share of losses from associates

















(217
)







(217
)Income from discontinued operations net of tax























45


45Net income attributable to non-controlling interest




















(80
)

(43
)

(123
)Net income (loss) attributable to partnership(2)

$
236

$
65

$
(254
)
$
(105
)
$
(58
)
$


$


$


$
(58
)


(1)The above table provides each segment's results in the format that management organizes its segments to make operating decisions and
assess performance. Each segment is presented on a proportionate basis, taking into account Brookfield Infrastructure's ownership in operations accounted for using the consolidation and equity methods
under IFRS. The above table reconciles Brookfield Infrastructure's proportionate results to the Partnership's consolidated statements of operating results on a line by line basis by aggregating the
components comprising the earnings from the Partnership's investments in associates and reflecting the portion of each line item attributable to non-controlling
interests.(2)Net income attributable to partnership includes net income attributable to non-controlling interestsRedeemable
Partnership Units held by Brookfield, general partners and limited partners.


92     Brookfield Infrastructure

---



Total attributable to Brookfield InfrastructureContribution
from investments
in associates

Attributable to
non-controlling
interest

Discontinued
Operations

As per IFRS
financials
on F-7(1)For the year ended December 31, 2012
in US$ millions

Utilities

Transport

Energy

Other

TotalRevenues

$
774

$
738

$
316

$
143

$
1,971

$
(726
)
$
422

$
(143
)
$
1,524Costs attributed to revenues


(305
)

(463
)

(172
)

(95
)

(1,035
)

403


(229
)

95


(766
)General and administrative costs











(95
)

(95
)










(95
)Adjusted EBITDA


469


275


144


(47
)

841


(323
)

193


(48
)Other income (expense)


6


(1
)

2


7


14


3


(7
)

(2
)

8Interest expense


(167
)

(106
)

(70
)

(50
)

(393
)

138


(95
)

28


(322
)FFO


308


168


76


(90
)

462


(182
)

91


(22
)Depreciation and amortization


(123
)

(118
)

(59
)




(300
)

122


(52
)




(230
)Impairment charge





(16
)







(16
)

16








Deferred taxes


11


(2
)

31


(3
)

37


(31
)

14


22


42Mark-to-market on hedging items


(10
)

(2
)

(17
)

(21
)

(50
)

15


(14
)




(49
)Valuation (losses) gains and other


(75
)

3


(31
)

76


(27
)

59


14


(58
)

(12
)Share of earnings from associates

















1








1Income from discontinued operations net of tax























190


190Net income attributable to non-controlling interest




















(53
)

(132
)

(185
)Net income (loss) attributable to partnership(2)

$
111

$
33

$


$
(38
)
$
106

$


$


$


$
106




For the year ended
December 31, 2011
in US$ millions

Utilities

Transport

Energy

Other

Total

Contribution
from investments
in associates

Attributable to
non-controlling
interest

Discontinued
Operations

As per IFRS
financials
on F-7(1)Revenues

$
644

$
640

$
311

$
155

$
1,750

$
(694
)
$
214

$
(155
)
$
1,115Costs attributed to revenues


(226
)

(460
)

(168
)

(95
)

(949
)

403


(110
)

95


(561
)General and administrative costs











(61
)

(61
)










(61
)Adjusted EBITDA


418


180


143


(1
)

740


(291
)

104


(60
)Other income (expense)


6








4


10


2


6


(1
)

17Interest expense


(149
)

(82
)

(74
)

(53
)

(358
)

128


(51
)

28


(253
)FFO


275


98


69


(50
)

392


(161
)

59


(33
)Depreciation and amortization


(91
)

(58
)

(54
)




(203
)

96


(19
)




(126
)Deferred taxes


(11
)

(15
)

16


(63
)

(73
)

(2
)

(1
)

64


(12
)Mark-to-market on hedging items


(12
)




(3
)

(11
)

(26
)

9


(18
)




(35
)Valuation (losses) gains and other


2


(1
)

(5
)

101


97


(18
)

12


(100
)

(9
)Share of earnings from associates

















76








76Income from discontinued operations net of tax























289


289Net income attributable to non-controlling interest




















(33
)

(220
)

(253
)Net income (loss) attributable to partnership(2)

$
163

$
24

$
23

$
(23
)
$
187

$


$


$


$
187


(1)The above tables provide each segment's results in the format that management organizes its segments to make operating decisions and
assess performance. Each segment is presented on a proportionate basis, taking into account Brookfield Infrastructure's ownership in operations accounted for using the consolidation and equity method
whereby the Partnership either controls or exercises significant influence over the investment respectively. The above table reconciles Brookfield Infrastructure's proportionate results to the
Partnership's consolidated statements of operating results on a line by line basis by aggregating the components comprising the earnings from the Partnership's investments in associates and reflecting
the portion of each line item attributable to non-controlling interests.(2)Net income attributable to partnership includes net income attributable to non-controlling interestsRedeemable
Partnership Units held by Brookfield, general partners and limited partners.


Brookfield Infrastructure     93

---



The following tables provide each segment's assets in the format that management organizes its segments to make operating decisions and assess
performance. Each segment is presented on a proportionate basis, taking into account Brookfield Infrastructure's ownership in operations using consolidation and the equity method whereby the
Partnership either controls or exercises significant influence over the investment respectively. These tables reconcile Brookfield Infrastructure's proportionate assets to total assets presented on
the Partnership's consolidated statements of financial position by removing net liabilities contained within investments in associates and reflecting the assets attributable to non-controlling
interests, and adjusting for working capital assets which are netted against working capital liabilities.

Total attributable to Brookfield InfrastructureAs at December 31, 2013
US$ millions

Utilities

Transport

Energy

Corporate
& Other

Brookfield
Infrastructure

Contribution
from investments
in associates

Attributable to
non-controlling
interest

Working
capital
adjustment
and other

As per IFRS
financials
on F-6(1)Total assets

$
4,766

$
4,789

$
1,629

$
(46
)
$
11,138

$
(2,156
)
$
3,899

$
2,801

$
15,682




Total attributable to Brookfield InfrastructureAs at December 31, 2012
US$ millions

Utilities

Transport

Energy

Corporate
& Other

Brookfield
Infrastructure

Contribution
from investments
in associates

Attributable to
non-controlling
interest

Working
capital
adjustment
and other

As per IFRS
financials
on F-6(1)Total assets

$
5,525

$
4,412

$
1,849

$
895

$
12,681

$
(2,072
)
$
6,530

$
2,579

$
19,718


(1)The above table provides each segment's assets in the format that management organizes its segments to make operating decisions and
assess performance. Each segment is presented on a proportionate basis, taking into account Brookfield Infrastructure's ownership in operations using consolidation and the equity method whereby the
Partnership either controls or exercises significant influence over the investment respectively. The above table reconciles Brookfield Infrastructure's proportionate assets to total assets presented
on the Partnership's consolidated statements of financial position by removing net liabilities contained within investments in associates and reflecting the assets attributable to non-controlling
interests, and adjusting for working capital assets which are netted against working capital liabilities.


Discussion of Segment Reconciling Items

The following tables detail and provide discussion, where applicable, of material changes between reporting periods for each operating
segment, the reconciliation of contributions from investments in associates and attribution of non-controlling interest in the determination of Adjusted EBITDA, FFO and Net income attributable to the
Partnership in order to facilitate the understanding of the nature of and changes to reconciling items.

Year ended December 312013

2012

2011(US$ MILLIONS)UtilitiesAdjustments to items comprising Adjusted EBITDA(1)Contributions from Investment in Associates

$
176

$
146

$
130Attribution to non-controlling interest


(172
)

(150
)

(75
)Adjusted EBITDA


4


(4
)

55Adjustments to items comprising Adjusted FFO(2)Contributions from Investment in Associates


(40
)

(42
)

(38
)Attribution to non-controlling interest


86


84


33FFO


50


38


50Adjustments to items comprising Net income attributable to Partnership(3)Contributions from Investment in Associates


(136
)

(104
)

(92
)Attribution to non-controlling interest


86


66


42Net Income Attributable to Partnership

$


$


$



94     Brookfield Infrastructure

---






(1)Revenues, costs attributed to revenues, general and administrative costs.(2)Other income, interest expense, cash taxes.(3)Depreciation and amortization, deferred taxes, fair value adjustments, other expenses, share of earnings from associates, net income
attributable to non-controlling interest.


Contributions from Investments in Associates increased compared to the prior comparative periods, primarily as a result of the increase in
ownership of our Chilean electricity transmission system in the fourth quarter of 2012, investments in our rate base and inflation indexation.

Attribution
to non-controlling interest increased compared to the prior comparative periods, primarily as a result of the acquisitions of our Colombian and UK regulation distribution
operations, which were completed in January 2012 and March 2013, respectively.

Year ended December 312013

2012

2011(US$ MILLIONS)TransportAdjustments to items comprising Adjusted EBITDA(1)Contributions from Investment in Associates

$
170

$
61

$
41Attribution to non-controlling interest


(59
)

(34
)

(29
)Adjusted EBITDA


111


27


12Adjustments to items comprising Adjusted FFO(2)Contributions from Investment in Associates


(74
)

(37
)

(24
)Attribution to non-controlling interest


25


17


12FFO


62


7


Adjustments to items comprising Net income attributable to Partnership(3)Contributions from Investment in Associates


(97
)

(24
)

(17
)Attribution to non-controlling interest


35


17


17Net Income Attributable to Partnership

$


$


$



---

Contributions from Investments in Associates increased over the prior year comparative periods as a result of the acquisition of the Brazilian
toll roads in the fourth quarter of 2012 and additional investment in the third quarter of 2013.

Brookfield Infrastructure     95

---



Attribution
to non-controlling interest increased over the prior year comparative periods as incremental investments in our Chilean toll road in the fourth quarter of 2012 led to a
change in the basis of presentation of our Chilean toll roads from equity accounted to consolidation.

Year ended December 312013

2012

2011(US$ MILLIONS)EnergyAdjustments to items comprising Adjusted EBITDA(1)Contributions from Investment in Associates

$
96

$
116

$
120Attribution to non-controlling interest


(33
)

(9
)

Adjusted EBITDA


63


107


120Adjustments to items comprising Adjusted FFO(2)Contributions from Investment in Associates


(59
)

(63
)

(67
)Attribution to non-controlling interest


10


1


FFO


14


45


53Adjustments to items comprising Net income attributable to Partnership(3)Contributions from Investment in Associates


(36
)

(53
)

(53
)Attribution to non-controlling interest


22


8


Net Income Attributable to Partnership

$


$


$



---

Contributions from Investments in Associates declined compared to the prior comparative periods as weak market fundamentals continue to impact
transportation revenues at our North American gas transmission business.

96     Brookfield Infrastructure

---



Attribution
to non-controlling interest increased for the year ended December 31, 2013 compared to the prior year periods as we benefited from a full year of operations following
our investment in our North American district energy business in the fourth quarter of 2012.

Year ended December 312013

2012

2011(US$ MILLIONS)Corporate & OtherAdjustments to items comprising Adjusted EBITDA(1)Contributions from Investment in Associates

$


$


$
Attribution to non-controlling interest








Discontinued operations


39


48


60Adjusted EBITDA


39


48


60Adjustments to items comprising Adjusted FFO(2)Contributions from Investment in Associates





1


(1
)Attribution to non-controlling interest








Discontinued operations


(31
)

(26
)

(27
)FFO


8


23


32Adjustments to items comprising Net income attributable to Partnership(3)Contributions from Investment in Associates





(1
)

1Attribution to non-controlling interest








Discontinued operations


(8
)

(22
)

(33
)Net Income Attributable to Partnership

$


$


$



---

Brookfield Infrastructure     97

---





Contributions
from our discontinued operations are comprised of the results of our Canadian and U.S. freehold timberland operations, as comparative periods included positive fair
value adjustments recorded at these businesses.

Year ended December 312013

2012

2011(US$ MILLIONS)TotalAdjustments to items comprising Adjusted EBITDA(1)Contributions from Investment in Associates

$
442

$
323

$
291Attribution to non-controlling interest


(264
)

(193
)

(104
)Discontinued operations


39


48


60Adjusted EBITDA


217


178


247Adjustments to items comprising Adjusted FFO(2)Contributions from Investment in Associates


(173
)

(141
)

(130
)Attribution to non-controlling interest


121


102


45Discontinued operations


(31
)

(26
)

(27
)FFO


134


113


135Adjustments to items comprising Net income attributable to Partnership(3)Contributions from Investment in Associates


(269
)

(182
)

(161
)Attribution to non-controlling interest


143


91


59Discontinued operations


(8
)

(22
)

(33
)Net Income Attributable to Partnership

$


$


$



---

ITEM 6.   DIRECTORS AND SENIOR MANAGEMENT

6.A    DIRECTORS AND SENIOR MANAGEMENT

Board of Directors of our Managing General Partner

As required by law, our limited partnership agreement provides for the management and control of our partnership by a general partner
rather than a board of directors and officers. Our Managing General Partner serves as our partnership's general partner and has a board of directors. Our Managing General Partner has no executive
officers. Our Managing General Partner has sole responsibility and authority for the central management and control of our partnership, which is exercised through its board of directors
in Bermuda.

The
following table presents certain information concerning the current board of directors of our Managing General Partner as of the date of this annual report on Form 20-F:

Name and Municipality of Residence(1)

Age

Position

Principal OccupationDerek Pannell
Bathurst, Canada


67

Chair

DirectorJeffrey Blidner
Toronto, Canada


66

Director

Senior Managing Partner of Brookfield Asset ManagementJohn Fees
Lynchburg, Virginia


56

Director

Chairman of The Babcock & Wilcox Company


98     Brookfield Infrastructure

---



Name and Municipality of Residence(1)

Age

Position

Principal OccupationDavid Hamill(2,3)
Ipswich, Qld, Australia


56

Director

DirectorArthur Jacobson, Jr.(2)
Mamaroneck, New York


51

Director

Managing Member, Martinart Partners, L.L.C., a restaurantDon Mackenzie
Pembroke, Bermuda


53

Director

Chairman and Owner of New Venture HoldingsRafael Miranda Robredo(2)
Madrid, Spain


64

Director

DirectorAnne Schaumburg(3)
Short Hills, New Jersey


64

Director

DirectorDanesh Varma(3)
Kingston-Upon-Thames, England


64

Director

Chief Financial Officer, Labrador Iron Mines Limited, a mining company


(1)The business address for each of the directors is 73 Front Street, Hamilton, HM
12, Bermuda.(2)Member of the nominating and governance committee. Arthur Jacobson is the chair of the nominating and governance
committee.(3)Member of the audit committee. Anne Schaumburg is the chair of the audit committee. Danesh Varma is an audit committee financial
expert.


Set forth below is biographical information for our Managing General Partner's current directors.

Derek Pannell.Derek has served as a director of our Managing General Partner since June 15, 2007. Until April 2010, he was a
Managing
Partner of Brookfield Asset Management and prior to this he was the Chief Executive Officer of Noranda Inc. and Falconbridge Limited from June 2002 to October 2006. He also served
as the President and Chief Operating Officer for Noranda Inc. between September 2001 and June 2002. Derek is a metallurgical engineer with over 42 years of experience in
the mining and metals industry. He is former Chair of the Mining Association of Canada and board member of the International Council on Mining and Metals. Derek was a board member of Teck
Resources Inc. until April 1, 2010 and currently serves on the boards of Agrium Inc. and African Barrick Gold. Derek is a professional engineer registered in Quebec and Peru and
is an Associate of the Royal School of Mines and a Fellow of the Canadian Academy of Engineers. Derek holds a Bachelor of Science degree from Imperial College in London, England.

Jeffrey Blidner.Jeffrey is a Senior Managing Partner of Brookfield Asset Management and is responsible for strategic planning and
transaction
execution. Jeffrey is also a director of a number of Brookfield companies in Europe and Canada. Prior to joining Brookfield in 2000, Jeffrey was a senior partner at a Canadian law firm. Jeffrey's
practice focused on merchant banking transactions, public offerings, mergers and acquisitions, management buy-outs and private equity transactions. Jeffrey received his LLB from Osgoode Hall Law
School and was called to the Bar in Ontario as a Gold Medalist.

John Fees.John joined as a director of our Managing General Partner on April 22, 2013. He is the Chairman of The
Babcock & Wilcox
Company, having assumed this role after completing the spin-off of The Babcock & Wilcox Company to McDermott International shareholders. John is a 30 year veteran of McDermott
International, having started his career in 1979 in The Babcock & Wilcox Company. While CEO of McDermott International, John led the company and board through the process of the spin-off and
established McDermott International and The Babcock & Wilcox Company as two independent, public companies. John holds a Masters of Engineering Administration from George Washington University
and a Bachelor of Science, Industrial Engineering, from the University of Pittsburgh.

Brookfield Infrastructure     99

---



David Hamill.David has served as a director of our Managing General Partner since December 31, 2010. He is a professional
director and brings
significant management and strategic expertise to Brookfield Infrastructure. He was Treasurer of the State of Queensland in Australia from 1998 to 2001, Minister for Education from 1995 to 1996, and
Minister for Transport and Minister Assisting the
Premier on Economic and Trade Development from 1989 to 1995. David retired from the Queensland Parliament in February 2001. David holds a Bachelor of Arts (Honours) from the University of
Queensland, a Master of Arts from Oxford University and a Doctorate of Philosophy from University of Queensland and is a fellow of the Chartered Institute of Transport and the Australian Institute of
Company Directors.

Arthur Jacobson, Jr.Arthur has served as a director of our Managing General Partner since November 27, 2007. He is a former
Managing Director
of Spear, Leeds Kellogg Specialists LLC (a division of Goldman Sachs Group Inc.) from 2001 to 2004. He was a partner of Benjamin Jacobson and Sons, LLC from 1987 to 2001.
He was also a specialist on the NYSE for 16 years, from 1988 to 2004. Prior to that he was an account executive at Drexel Burnham Lambert Inc. from 1985 to 1987. Arthur holds a degree in
business administration from the University of Southern California.

Don Mackenzie.Don joined as a director of our Managing General Partner on April 22, 2013. He is the Chairman and Owner of
New Venture
Holdings, a well-established privately owned holding company with operating company and real estate investments in Bermuda and Canada. Prior to moving to Bermuda in 1990, Don worked in the software
and sales sector. He acquired his first business in 1995, and New Venture Holdings was formed in 2000 to consolidate a number of operating investments under a holding company umbrella. Don has
a Bachelor of Commerce from Queens University and an MBA from Schulich School of Business of York University.

Rafael Miranda Robredo.Rafael joined as a director of our Managing General Partner on April 22, 2013. He is the Chairman of the
Endesa
Foundation, Honorary Chairman of Eurelectric, the European Electricity Association, Chairman of the Social Council of Burgos and, until April 2013, a board member of Enersis, the company which
manages all of Endesa's investments in Latin America. He joined Endesa, Spain's largest electric company in 1987 as managing director, and served as the company's CEO from 1997 to 2009, leading the
business through a period of government deregulation of the electricity sector. Rafael has a Bachelor of Industrial Engineering from Comillas University, and a Master's degree in Management Science
from the Industrial Organization E.O.I.

Anne Schaumburg.Anne has served as a director of our Managing General Partner since November 3, 2008. She has been a member of
the board of
directors of NRG Energy, Inc., a power generation company listed on NYSE, since 2005. From 1984 until her retirement in 2002, Anne was with the Global Energy Group of Credit Suisse First
Boston, where she last served as Managing Director. From 1979 to 1984, she was with the Utilities Group at Dean Witter Financial Services Group, where she last served as Managing Director. From 1971
to 1978, Anne was at First Boston Corporation in the Public Utilities Group. Anne is a graduate of the City University of New York.

Danesh Varma.Danesh has served as a director of our Managing General Partner since June 15, 2007. He is the Chief Financial
Officer,
Feronia Inc., Minco plc., Xterra Inc. and Conquest Resources Limited. He joined Minco plc and Conquest Resources Limited in 2006, Xterra Inc. in 2008 and
Feronia Inc. in 2011. From 1999 to 2005, Danesh was a director at Dundee B Corp. Ltd. Prior to that, Danesh held a number of senior positions in the banking, corporate finance and
accounting fields. Danesh holds a degree from Delhi University and is a Chartered Accountant.

Additional Information About Directors and Officers

Until February 2011, CEO of the Service Provider, Mr. Sam Pollock was a director of Fraser Papers Inc. ("Fraser
Papers") an integrated specialty paper company that produces a broad range of

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specialty
packaging and printing papers. On June 28, 2009, Fraser Papers and its subsidiaries filed for creditor protection under theCompanies Creditors Arrangement
Act("CCAA") in Canada and Chapter 15 of the U.S. Bankruptcy Code. In February 2011, the Ontario and Delaware courts overseeing these proceedings issued
orders enabling the implementation of an amended plan of arrangement and compromise previously approved by Fraser Papers' creditors, which was completed in May 2011.

Director
of our Managing General Partner, Mr. Danesh Varma, has acted as a director of various corporations in several jurisdictions around the world. He was a director and
officer of American Resource Corporation Limited when it became subject to a cease trade order by the Ontario Securities Commission in June 2004 for failure to file its audited annual financial
statements for the year ended December 31, 2003 and the first quarter interim unaudited financial statements for the period ended March 31, 2004. The cease trade order was lifted in
June 2008.

Our Management

Our Managing General Partner does not have any employees. Instead, members of Brookfield's senior management and other individuals from
Brookfield's global affiliates are drawn upon to fulfill the Service Provider's obligations to provide us with management services under our Master Services Agreement. Brookfield currently has
approximately 28,000 operating employees and over 600 investment professionals, worldwide. The following table presents certain information concerning the core senior management team
that is principally responsible for our operations and their positions with the Service Provider as of the date of this annual report on Form 20-F:

Name

Age

Years of Experience in
relevant industry or role

Years at Brookfield

Current Position with the
Service ProviderJeffrey Blidner


66


37


12

ChairSam Pollock


47


24


19

Chief Executive OfficerBahir Manios


35


12


9

Chief Financial Officer


Each
of the members of this team has substantial deal origination and execution expertise, having put together numerous consortiums, partnerships and joint ventures for large complex
transactions. Members of this team have also been integral in building and developing Brookfield's utilities, transport, energy and timber operations. Set forth below is biographical information for
Messrs. Pollock, and Manios, however, for biographical information regarding Mr. Blidner see Item 6.A "Directors and Senior ManagementBoard of Directors of our
Managing General Partner":

Sam Pollock.Sam is a Senior Managing Partner of Brookfield Asset Management and Chief Executive Officer of the Service Provider. Since
2006, Sam has
led Brookfield's expansion into the infrastructure
sector and is responsible for the formulation and execution of the operating and investment strategy for Brookfield's infrastructure business. Sam joined Brookfield Asset Management in 1994 and, prior
to his current role, was broadly responsible for Brookfield's investment initiatives acting as Brookfield Asset Management's Chief Investment Officer. Sam is a Professional Accountant and holds a
business degree from Queen's University.

Bahir Manios.Bahir is a Managing Partner of Brookfield Asset Management and Chief Financial Officer of the Service Provider. In his
capacity as
Chief Financial Officer of the Service Provider, Bahir is responsible for the Infrastructure Group's financial reporting, risk management, corporate finance and overall funding activities of the
organization. Bahir began his career at one of the big four accounting firms where he worked in the assurance and business advisory practice, and joined Brookfield in 2004. A graduate of the school of
business and economics at Wilfrid Laurier University in 2001, Bahir is a member of the Chartered Professional Accountants of Canada.

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See
also information contained in this annual report on Form 20-F under Item 6.C "Board Practices," Item 3.D "Risk FactorsRisks Relating to our
Relationship with Brookfield," Item 6.A "Directors and Senior Management" and Item 7.B "Related Party Transactions."

Our Master Services Agreement

The Service Recipients have entered into a Master Services Agreement pursuant to which the Service Provider has agreed to provide or
arrange for other service providers to provide management and administration services to our partnership and the other Service Recipients. The operating entities are not a party to the Master Services
Agreement.

The
following is a summary of certain provisions of our Master Services Agreement and is qualified in its entirety by reference to all of the provisions of the agreement. Because this
description is only a summary of the Master Services Agreement, it does not necessarily contain all of the information that you may find useful. We therefore urge you to review the Master Services
Agreement in its entirety. Our Master Services Agreement is available electronically on the website of the SEC at www.sec.gov and is available to our unitholders as described under Item 10.C
"Material Contracts" and Item 10.H "Documents on display."

Appointment of the Service Provider and Services Rendered

Under our Master Services Agreement, the Service Recipients have appointed the Service Provider, as the service provider, to provide
the following services, or arrange for their provision by an appropriate service provider:



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The
Service Provider's activities are subject to the supervision of the board of directors or equivalent governing body of our Managing General Partner and of each of the other Service
Recipients, as applicable. The relevant governing body remains responsible for all investment and divestment decisions made by the Service Recipient.

Any
Service Provider may, from time to time, appoint an affiliate of Brookfield to act as a new Service provider under our Master Services Agreement, effective upon the execution of a
joinder agreement by the new Service Provider.

Management Fee

Pursuant to the Master Services Agreement, on a quarterly basis, we pay a base management fee ("Base Management Fee"), to the Service
Provider equal to 0.3125% (1.25% annually) of the market value of our partnership. For purposes of calculating the Base Management Fee, the market value of our partnership is equal to the aggregate of
the closing value of all our outstanding units (assuming full conversion of Brookfield's limited partnership interests in Brookfield Infrastructure into units) and securities of the other Service
Recipients that are not held by Brookfield
Infrastructure, plus all outstanding third party debt with recourse to a Service Recipient, less all cash held by such entities.

The
table below sets forth the management fees for the years ended December 31, 2013, 2012 and 2011, respectively.

Year ended December 31MILLIONS

2013

2012

2011Base Management Fee

$
101

$
86

$
53


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To
the extent that under any other arrangement we are obligated to pay a base management fee (directly or indirectly through an equivalent arrangement) to the Service Provider
(or any affiliate) on a
portion of our capital that is comparable to the Base Management Fee, the Base Management Fee payable for each quarter in respect thereof will be reduced on a dollar for dollar basis by our
proportionate share of the comparable base management fee (or equivalent amount) under such other arrangement for that quarter. The Base Management Fee will not be reduced by the amount of any
incentive distribution payable by any Service Recipient or operating entity to the Service Provider (or any other affiliate) (for which there is a separate credit mechanism under the
Holding LP's limited partnership agreement), or any other fees that are payable by any operating entity to Brookfield for financial advisory, operations and maintenance, development, operations
management and other services. See Item 7.B "Related Party TransactionsOther Services" and Item 7.B "Related Party TransactionsIncentive Distributions."

Reimbursement of Expenses and Certain Taxes

We also reimburse the Service Provider for any out-of-pocket fees, costs and expenses incurred in the provision of the management and
administration services. However, the Service Recipients are not required to reimburse the Service Provider for the salaries and other remuneration of its management, personnel or support staff who
carry out any services or functions for such Service Recipients or overhead for such persons.

The
relevant Service Recipient is required to pay the Service Provider all other out-of-pocket fees, costs and expenses incurred in connection with the provision of the services
including those of any third party and to reimburse the Service Provider for any such fees, costs and expenses. Such out-of-pocket fees, costs and expenses include, among other things,
(i) fees, costs and expenses relating to any debt or equity financing; (ii) out-of-pocket fees, costs and expenses incurred in connection with the general administration of any Service
Recipient; (iii) taxes, licenses and other statutory fees or penalties levied against or in respect of a Service Recipient; (iv) amounts owed under indemnification, contribution or
similar arrangements; (v) fees, costs and expenses relating to our financial reporting, regulatory filings and investor relations and the fees, costs and expenses of agents, advisors and other
persons who provide services to or on behalf of a Service Recipient; and (vi) any other fees, costs and expenses incurred by the Service Provider that are reasonably necessary for the
performance by the Service Provider of its duties and functions under the Master Services Agreement.

In
addition, the Service Recipients are required to pay all fees, costs and expenses incurred in connection with the investigation, acquisition, holding or disposal of any acquisition
that is made or that is proposed to be made by us. Where the acquisition or proposed acquisition involves a joint acquisition that is made alongside one or more other persons, the Service Provider
will be required to allocate such fees, costs and expenses in proportion to the notional amount of the acquisition made (or that would have been made in the case of an unconsummated
acquisition) among all joint investors. Such additional fees, expenses and costs represent out-of-pocket costs associated with investment activities that are undertaken pursuant to the Master Services
Agreement.

The
Service Recipients are also required to pay or reimburse the Service Provider for all sales, use, value added, withholding or other taxes or customs duties or other governmental
charges levied or imposed by reason of the Master Services Agreement or any agreement it contemplates, other than income taxes, corporation taxes, capital taxes or other similar taxes payable by the
Service Provider, which are personal to the Service Provider.

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Termination

The Master Services Agreement has no fixed term. However, the Service Recipients may terminate the Master Services Agreement upon
30 days' prior written notice of termination from our Managing General Partner to the Service Provider if any of the following occurs:



The
Service Recipients have no right to terminate for any other reason, including if the Service Provider or Brookfield experiences a change of control. Our Managing General Partner may
only terminate the Master Services Agreement on behalf of our partnership with the prior unanimous approval of our Managing General Partner's independent directors.

Our
Master Services Agreement expressly provides that the agreement may not be terminated by our Managing General Partner due solely to the poor performance or the underperformance of
any of our operations.

The
Service Provider may terminate the Master Services Agreement upon 30 days' prior written notice of termination to our Managing General Partner if any Service Recipient
defaults in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm and the default continues unremedied for a
period of 30 days after written notice of the breach is given to the Service Recipient. The Service Provider may also terminate the Master Services Agreement upon the occurrence of certain
events relating to the bankruptcy or insolvency of our partnership.

If
the Master Services Agreement is terminated, the Licensing Agreements, the Relationship Agreement and any of Brookfield's obligations under the Relationship Agreement would also
terminate. See Item 7.B "Related Party TransactionsRelationship Agreement" and Item 3.D "Risk FactorsRisks Relating to Our Relationship with Brookfield."

Indemnification and Limitations on Liability

Under the Master Services Agreement, the Service Provider has not assumed and will not assume any responsibility other than to provide
or arrange for the provision of the services called for thereunder in good faith and will not be responsible for any action that the Service Recipients take in following or declining to follow the
advice or recommendations of the Service Provider. The maximum amount of the aggregate liability of the Service Provider or any of its affiliates, or of any director, officer, employee, contractor,
agent, advisor or other representative of the Service Provider or any of its affiliates, will be equal to the Base Management Fee previously paid by the Service Recipients in the two most recent
calendar years pursuant to the Master Services Agreement. The Service Recipients have also agreed to indemnify each of the Service Provider, Brookfield and their directors, officers, agents, members,
partners, shareholders and employees to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses (including legal fees) incurred by an
indemnified person or threatened in connection with our respective businesses, investments and activities or in respect of or arising from the Master Services Agreement or the services provided by

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the
Service Provider, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person's bad faith, fraud or willful
misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful. In addition, under the Master Services Agreement, to the fullest extent permitted by
law, the indemnified persons will not be liable to the Service Recipients except for conduct that involved bad faith, fraud, willful misconduct, gross negligence or in the case of a criminal matter,
action that the indemnified person knew to have been unlawful.

Outside Activities

Our Master Services Agreement does not prohibit the Service Provider or its affiliates from pursuing other business activities or
providing services to third parties that compete directly or indirectly with us. For a description of related aspects of the relationship between Brookfield and the Service Recipients, see
Item 7.B "Related Party TransactionsRelationship Agreement."

6.B    COMPENSATION

During the year ended December 31, 2013, our Managing General Partner paid each of its directors $60,000 per year for serving on
its board of directors and various board committees. Our Managing General Partner during the year ended December 31, 2013 paid the chairperson of the board of directors $110,000 per year for
serving as chairperson of its board of directors. Also during the year ended December 31, 2013 an additional amount of $20,000 was paid to the chairperson of the audit committee, making the
audit committee chairperson's total remuneration for the 2013 fiscal year $80,000.

Our
Managing General Partner does not have any employees. Our partnership has entered into a Master Services Agreement with the Service Provider pursuant to which the Service Provider
provides or arranges for other service providers to provide day-to-day management and administrative services for our partnership and the other Service Recipients. The fees payable under the Master
Service Agreement are set forth under Item 6.A "Directors and Senior ManagementOur Master Services AgreementManagement Fee." In addition, Brookfield is entitled to
receive
incentive distributions from the Holding LP described under Item 7.B "Related Party TransactionsIncentive Distributions."

Pursuant
to the Master Service Agreement, members of Brookfield's senior management and other individuals from Brookfield's global affiliates are drawn upon to fulfill obligations under
the Master Service Agreement. However, these individuals, including the Brookfield employees identified in the table under Item 6.A "Directors and Senior ManagementOur Management,"
are not compensated by our partnership or our Managing General Partner. Instead, they will continue to be compensated by Brookfield.

6.C    BOARD PRACTICES

Board Structure, Practices and Committees

The structure, practices and committees of our Managing General Partner's board of directors, including matters relating to the size,
independence and composition of the board of directors, the election and removal of directors, requirements relating to board action and the powers delegated to board committees, are governed by our
Managing General Partner's By-laws. Our Managing General Partner's board of directors is responsible for exercising the management, control, power and authority of the Managing General Partner except
as required by applicable law or the By-laws of the Managing General Partner. The following is a summary of certain provisions of those By-laws that affect our partnership's governance.

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Size, Independence and Composition of the Board of Directors

Our Managing General Partner's board of directors is currently set at nine directors. The board may consist of between three and
11 directors or such other number of directors as may be determined from time-to-time by a resolution of our Managing General Partner's shareholders and subject to its By-laws. At least three
directors and at least a majority of the directors holding office must be independent of our Managing General Partner and Brookfield, as determined by the full board of directors using the standards
for independence established by the NYSE.

If
the death, resignation or removal of an independent director results in the board of directors consisting of less than a majority of independent directors, the vacancy must be filled
promptly. Pending the filling of such vacancy, the board of directors may temporarily consist of less than a majority of independent directors and those directors who do not meet the standards for
independence may continue to hold office. In addition, our Managing General Partner's By-laws provide that not more than 50% of the directors (as a group) or the independent directors
(as a group) may be residents of any one jurisdiction (other than Bermuda and any other jurisdiction designated by the board of directors from time to time).

Election and Removal of Directors

Our Managing General Partner's board of directors was appointed by its shareholders and each of its current directors will serve until
the close of the next annual meeting of shareholders of our Managing General Partner or his or her death, resignation or removal from office, whichever occurs first. Vacancies on the board of
directors may be filled and additional directors may be added by a resolution of our Managing General Partner's shareholders or a vote of the directors then in office. A director may be removed from
office by a resolution duly passed by our Managing General Partner's shareholders or, if the director has been absent without leave from three consecutive meetings of the board of directors, by a
written resolution requesting resignation signed by all other directors then holding office. A director will be automatically removed from the board of directors if he or she becomes bankrupt,
insolvent or suspends payments to his or her creditors or becomes prohibited by law from acting as a director.

Action by the Board of Directors

Our Managing General Partner's board of directors may take action in a duly convened meeting at which a quorum is present or by a
written resolution signed by all directors
then holding office. Our Managing General Partners' board of directors holds a minimum of four meetings per year. When action is to be taken at a meeting of the board of directors, the affirmative
vote of a majority of the votes cast is required for any action to be taken.

Transactions Requiring Approval by Independent Directors

Our Managing General Partner's independent directors have approved a conflicts protocol which addresses the approval and other
requirements for transactions in which there is greater potential for a conflict of interest to arise. These transactions include:



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Our
conflicts protocol requires the transactions described above to be approved by a majority of our Managing General Partner's independent directors. Pursuant to our conflicts protocol,
independent directors may grant approvals for any of the transactions described above in the form of general guidelines, policies or procedures in which case no further special approval will be
required in connection with a particular transaction or matter permitted thereby. See Item 7.B "Related Party TransactionsConflicts of Interest and Fiduciary Duties."

Transactions in which a Director has an Interest

A director who directly or indirectly has an interest in a contract, transaction or arrangement with our Managing General Partner, our
partnership or certain of our affiliates is required to disclose the nature of his or her interest to the full board of directors. Such disclosure may take the form of a general notice given to the
board of directors to the effect that the director has an interest in a specified company or firm and is to be regarded as interested in any contract, transaction or arrangement which may after the
date of the notice be made with that company or firm or its affiliates. A director may participate in any meeting called to discuss or any vote called to approve the transaction in which the director
has an interest and any transaction approved by the board of directors will not be void or voidable solely because the director was present at or participates in the meeting in which the approval was
given provided that the board of directors or a board committee authorizes the transaction in good faith after the director's interest has been disclosed or the transaction is fair to our Managing
General Partner and our partnership at the time it is approved.

Service Contracts

There are no service contracts with directors that provide benefit upon termination of employment.

Audit Committee

Our Managing General Partner's board of directors is required to establish and maintain at all times an audit committee that operates
pursuant to a written charter. The audit committee is required to consist solely of independent directors and each member must be financially literate and there will be at least one member designated
as an audit committee financial expert. Not more than 50% of the audit committee members may be directors who are residents of any one jurisdiction (other than Bermuda and any other jurisdiction
designated by the board of directors from time to time).

The
audit committee is responsible for assisting and advising our Managing General Partner's board of directors with matters
relating to:



The
audit committee is also responsible for engaging our independent accountants, reviewing the plans and results of each audit engagement with our independent accountants, approving
professional services provided by our independent accountants, considering the range of audit and non-audit fees charged by our independent accountants and reviewing the adequacy of our internal
accounting

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controls.
The audit committee charter is available on our website at www.brookfieldinfrastructure.com/aboutus/governance and is available upon written request from our Corporate Secretary, at
73 Front Street, Hamilton HM 12, Bermuda.

Nominating and Governance Committee

Our Managing General Partner's board of directors is required to establish and maintain at all times a nominating and governance
committee that operates pursuant to a written charter. The nominating and governance committee is required to consist of a majority of independent directors and not more than 50% of the nominating and
corporate governance committee members may be directors who are residents of any one jurisdiction (other than Bermuda and any other jurisdiction designated by the board of directors from time
to time).

The
nominating and governance committee is responsible for approving the appointment by the sitting directors of a person to the office of director and for recommending a slate of
nominees for election as directors by our Managing General Partner's shareholders. The nominating and governance committee is also responsible for assisting and advising our Managing General Partner's
board of directors with respect to matters relating to the general operation of the board of directors, our partnership's governance, the governance of our Managing General Partner and the performance
of its board of directors and individual directors. Subsequent to dissolution of the compensation committee of the board of directors of the Managing General Partner during the year ended
December 31, 2013, the nominating and governance committee is also responsible for reviewing and making recommendations to the board of directors of the Managing General Partner concerning the
remuneration of directors and committee members and supervising any changes in the fees to be paid pursuant to the Master Services Agreement. The nominating and governance committee charter is
available on our website at www.brookfieldinfrastructure.com/aboutus/governance and is available upon written request from our Corporate Secretary, at 73 Front Street, Hamilton HM
12, Bermuda.

Compensation Committee

During the year ended December 31, 2013, the compensation committee of the board of directors of the Managing General Partner
was dissolved, and the nominating and governance committee assumed the functions and responsibilities of the compensation committee.

Indemnification and Limitations on Liability

Our Limited Partnership Agreement

Bermuda law permits the partnership agreement of a limited partnership, such as our partnership, to provide for the indemnification of
a partner, the officers and directors of a partner and any other person against any and all claims and demands whatsoever, except to the extent that the indemnification may be held by the courts of
Bermuda to be contrary to public policy or to the extent that Bermuda law prohibits indemnification against personal liability that may be imposed under specific provisions of Bermuda law. Bermuda law
also permits a partnership to pay or reimburse an indemnified person's expenses in advance of a final disposition of a proceeding for which indemnification is sought. See Item 10.B "Memorandum
and Articles of AssociationDescription of Our Units and Our Limited Partnership AgreementIndemnification; Limitations on Liability" for a description of the indemnification
arrangements in place under our Limited Partnership Agreement.

Our Managing General Partner's By-laws

Bermuda law permits the By-laws of an exempted company, such as our Managing General Partner, to provide for the indemnification of its
officers, directors and shareholders and any other person designated by the company against any and all claims and demands whatsoever, except to the

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extent
that the indemnification may be held by the courts of Bermuda to be contrary to public policy or to the extent that Bermuda law prohibits indemnification against personal liability that may be
imposed under specific provisions of Bermuda law. Bermuda company law also permits an exempted company to pay or reimburse an indemnified person's expenses in advance of a final disposition of a
proceeding for which indemnification is sought.

Under
our Managing General Partner's By-laws, our Managing General Partner is required to indemnify, to the fullest extent permitted by law, its affiliates, directors, officers, resident
representative, shareholders and employees, any person who serves on a governing body of the Holding LP or any of its subsidiaries and certain others against any and all losses, claims,
damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions,
suits or proceedings, incurred by an indemnified person in connection with our partnership's investments and activities or in respect of or arising from their holding such positions, except to the
extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person's bad faith, fraud or willful misconduct, or in the case of a
criminal matter, action that the indemnified person knew to have been unlawful. In addition, under our Managing General Partner's By-laws, (i) the liability of such persons has been limited to
the fullest extent permitted by law and except to the extent that their conduct involves bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person
knew to have been unlawful; and (ii) any matter that is approved by the independent directors will not constitute a breach of any duties stated or implied by law or equity, including fiduciary
duties. Our Managing General Partner's By-laws require it to advance funds to pay the expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is
determined that the indemnified person is not entitled to indemnification.

Insurance

Our partnership has obtained insurance coverage under which the directors of our Managing General Partner are insured, subject to the
limits of the policy, against certain losses arising from claims made against such directors by reason of any acts or omissions covered under the policy in their respective capacities as directors of
our Managing General Partner, including certain liabilities under securities laws.

Canadian Insider Reporting

Our partnership is not subject to Canadian insider reporting requirements due to its status as a "SEC Foreign Issuer" under Canadian
securities laws. However, our partnership does not rely on the exemption that is available to it from the insider reporting requirements of Canadian securities laws.

6.D    EMPLOYEES

Our partnership does not employ any of the individuals who carry out the management and other non-operational activities of our
partnership. The personnel that carry out these activities are employees of Brookfield, and their services are provided to our partnership or for our benefit under our Master Services Agreement. For a
discussion of the individuals from Brookfield's management team that are expected to be involved in our infrastructure business, see Item 6.A "Directors and Senior ManagementOur
Management."

6.E    SHARE OWNERSHIP

Each of our directors and officers of our Managing General Partner own less than one percent of our units.

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ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A    MAJOR SHAREHOLDERS

The following table presents information regarding the beneficial ownership of our units by each entity that we know beneficially owns
more than 5% of our units as at December 31, 2013.

Units OutstandingName and Address

Units Owned(1)

Percentage(2)Brookfield Asset Management Inc.


58.8 million
(3)

28.1%
(3)Partners Limited


61.0 million
(4)

29.2%
(4)GCIC Ltd


8.8 million
(5)

5.9%


(1)Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
respect to securities. Units relating to securities currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the
person holding such securities but are not deemed outstanding for computing the percentage of any other person.(2)Except as set forth in footnotes (3) and (4) below, the percentages shown are based on 150,252,174 units
outstanding as of December 31, 2013.(3)Brookfield Asset Management may be deemed to be the beneficial owner of 58,788,346 of our units that it holds through wholly-owned
subsidiaries, constituting approximately 28.1% of the issued and outstanding units, assuming that all of the Redeemable Partnership Units are exchanged for our units pursuant to the
Redemption-Exchange Mechanism described in Item 10.B "Memorandum and Articles of AssociationDescription of the Holding LP's Limited Partnership
AgreementRedemption-Exchange Mechanism." This amount includes 48,930 of our units beneficially held by Brookfield Asset Management.(4)Partners Limited owns all of Brookfield Asset Management's Class B Limited Voting Shares and approximately 50% of Partners
Value Fund Inc.'s (formerly BAM Investments Corp.) common shares. Partners Limited may be deemed to be the beneficial owner of 61,032,396 of our units, constituting approximately 29.2% of the
issued and outstanding units, assuming that all of the Redeemable Partnership Units are exchanged for our units pursuant to the Redemption-Exchange Mechanism described in Item 10.B "Memorandum
and Articles of AssociationDescription of the Holding LP's Limited Partnership AgreementRedemption-Exchange Mechanism." This amount includes 2,218,649 of our units
beneficially held by Partners Value Fund Inc. and 48,930 of our units beneficially held by Brookfield Asset Management. Partners Limited may be deemed to have the power (together with each of
Brookfield Asset Management and Partners Value Fund Inc.) to vote or direct the vote of the units beneficially owned by it or to dispose of such units other than 25,401 of our units with
respect to which it has sole voting and investment power.(5)Based on a Schedule 13F filed by GCIC Ltd with the SEC showing that it held 8,837,929 units on
December 31, 2013.


On February 20, 2009, Brookfield Asset Management, Brookfield Financial Corp., BAM Investments Corp. and Partners Limited jointly filed an
amendment to their Schedule 13D with the SEC reflecting shared beneficial ownership of 17,400,517, or 45.5%, of our units. On May 20, 2011, Brookfield Asset Management, Inc., BAM
Investments Corp. and Partners Limited jointly filed an amendment to their Schedule 13D with the SEC reflecting shared beneficial ownership of 45,684,516, or 29.2%, of our units.

On
January 19, 2010, TD Asset Management Inc. filed a Schedule 13G with the SEC reflecting beneficial ownership of 5,057,100, or 8.01%, of our units. On
January 12, 2011, TD Asset Management Inc. filed a Schedule 13G with the SEC reflecting beneficial ownership of 4,790,825, or 4.24%, of our units. On November 8, 2011, TD
Asset Management Inc. filed a Schedule 13G with the SEC reflecting beneficial ownership of 7,266,993, or 5.49%, of our units. On March 23, 2012, TD Asset Management Inc.
filed an amendment to its Schedule 13G with the SEC reflecting beneficial ownership of 7,918,919, or 5.98%, of our units. On August 10, 2012, TD Asset Management Inc. filed an
amendment to its Schedule 13G with the SEC reflecting beneficial ownership of 6,690,142, or 4.71%, of our units.

On
February 16, 2010, FMR LLC and Mr. Edward C. Johnson 3d jointly filed a Schedule 13G with the SEC reflecting beneficial ownership of 2,064,000, or 9.179%,
of our units. On April 12, 2010,

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the
foregoing reporting persons filed an amendment to their Schedule 13G with the SEC reflecting beneficial ownership of 2,475,136, or 3.919%, of our units. On February 14, 2012, the
foregoing reporting persons filed a Schedule 13G with the SEC reflecting beneficial ownership of 7,292,206, or 5.51%, of our units. On February 14, 2013, the foregoing reporting persons
filed an amendment to their Schedule 13G with the SEC reflecting beneficial ownership of 5,823,108, or 4.06% of our units.

On
February 14, 2013, Morgan Stanley filed a Schedule 13F with the SEC reflecting beneficial ownership of 13,744,881, or 9.6%, of our units as of December 31, 2012.
On February 13, 2014, Morgan Stanley filed a Schedule 13F with the SEC reflecting beneficial ownership of 351,102, or 0.2%, of our units as of December 31, 2013.

Our
major unitholders have the same voting rights as all other holders of our units.

As
of March 27, 2014, 184,069 of our outstanding units were held by 1,050 holders of record in the United States, not including The Depository Trust Company ("DTC").
As of March 27, 2014, DTC was the holder of record of 143,632,883 units.

See
also the information contained in this annual report on Form 20-F under Item 3.D "Risk FactorsRisks Relating to our Relationship with Brookfield,"
Item 6.C "Board Practices," Item 6.A "Directors and Senior Management" and Item 7.B "Related Party Transactions."

7.B    RELATED PARTY TRANSACTIONS

We are an affiliate of Brookfield. We have entered into a number of agreements and arrangements with Brookfield in order to enable us
to be established as a separate entity and pursue our vision of being a leading owner and operator of high quality infrastructure assets. While we believe that this ongoing relationship with
Brookfield provides us with a strong competitive advantage as well as access to opportunities that would otherwise not be available to us, we operate very differently from an independent, stand-alone
entity. We describe below these relationships as well as potential conflicts of interest (and the methods for resolving them) and other material considerations arising from our relationship
with Brookfield.

See
also the information contained in this annual report on Form 20-F under Item 3.D "Risk FactorsRisks Relating to our Relationship with Brookfield,"
Item 6.C "Board Practices," Item 6.A "Directors and Senior Management" and Item 7.A "Major Shareholders."

Relationship Agreement

Our partnership, the Holding LP, the Holding Entities, the Service Provider and Brookfield have entered into an agreement,
referred to as the Relationship Agreement, that governs aspects of the relationship among them. Pursuant to the Relationship Agreement, Brookfield Asset Management has agreed that we serve as the
primary (though not exclusive) vehicle through which Brookfield makes future infrastructure related acquisitions that are suitable for our strategy and objectives. Our acquisition strategy focuses on
large scale transactions, for which we believe there is less competition and where Brookfield has sufficient influence or control so that our operations-oriented approach can be deployed to create
value. Due to similar asset characteristics and capital requirements we believe that the infrastructure industry will evolve like the real estate industry in which assets are commonly owned through
consortiums and partnerships of institutional equity investors and owner/operators such as ourselves. Accordingly, an integral part of our strategy is to participate with institutional investors in
Brookfield sponsored or co-sponsored consortiums for single asset acquisitions and as a partner in or alongside Brookfield sponsored or co-sponsored partnerships that target acquisitions that suit our
profile. Brookfield has a strong track record of leading such consortiums and partnerships and actively managing underlying assets to improve performance. Brookfield agreed that it will not sponsor
such

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arrangements
that are suitable for us in the infrastructure sector unless we are given an opportunity to participate.

Brookfield's
commitment to us and our ability to take advantage of opportunities is subject to a number of inherent limitations such as our financial capacity, the suitability of the
acquisition in terms of the underlying asset characteristics and its fit with our strategy, limitations arising from the tax and regulatory regimes that govern our affairs and certain other
restrictions. See Item 3.D "Risk FactorsRisks Relating to Our Relationship with Brookfield." Under the terms of the Relationship Agreement, our partnership, the Holding LP
and the Holding Entities acknowledge and agree that, subject to providing us the opportunity to participate on the basis described above, Brookfield (including its directors, officers, agents,
members, partners, shareholders and employees) is able to pursue other business activities and provide services to third parties that compete directly or indirectly with us. In addition, Brookfield
has established or advised, and may continue to establish or advise, other entities that rely on the diligence, skill and business contacts of Brookfield's professionals
and the information and acquisition opportunities they generate during the normal course of their activities. Our partnership, the Holding LP and the Holding Entities acknowledge and agree that
some of these entities may have objectives that overlap with our objectives or may acquire infrastructure assets or businesses that could be considered appropriate acquisitions for us, and that
Brookfield may have greater financial incentives to assist those other entities over us. Due to the foregoing, we expect to compete from time-to-time with Brookfield or other third parties for access
to the benefits that we expect to realize from Brookfield's involvement in our business.

Since
Brookfield has large, well established operations in real estate, timberlands and renewable power that are separate from us, Brookfield will not be obligated to provide us with any
opportunities in these sectors. In addition, since Brookfield has granted an affiliate the right to act as the exclusive vehicle for Brookfield's timberland acquisitions in Eastern Canada and the
Northeastern U.S., we will not be entitled to participate in timberland acquisitions in those geographic regions. Brookfield has also appointed an affiliate as its primary vehicle through which
Brookfield will acquire renewable power assets on a global basis. In the event of the termination of the Master Services Agreement, the Relationship Agreement would also terminate, including
Brookfield's commitments to provide us with acquisition opportunities, as described above.

Pursuant
to the Relationship Agreement, Brookfield Asset Management has also agreed that any voting rights with respect to any operating entity that are held by entities over which it
has control will be:



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For
these purposes, the relevant entity may maintain, from time-to-time, an approved slate of nominees or provide direction with respect to the approval or rejection of any matter in the
form of general guidelines, policies or procedures in which case no further approval or direction will be required. Any such general guidelines, policies or procedures may be modified by the relevant
entity in its discretion.

Under
the Relationship Agreement, our partnership, the Holding LP and the Holding Entities have agreed that none of Brookfield or the Service Provider, nor any director, officer,
agent, member, partner, shareholder or employee of Brookfield or the Service Provider, will be liable to us for any claims, liabilities, losses, damages, costs or expenses (including legal fees)
arising in connection with the business, investments and activities in respect of or arising from the Relationship Agreement. The maximum amount of the aggregate liability of Brookfield, or of any
director, officer, employee, contractor, agent, advisor or other representative of Brookfield, will be equal to the amounts previously paid in the two most recent calendar years by the Service
Recipients pursuant to the Master Services Agreement.

Voting Agreements

Our partnership and Brookfield have entered into voting agreements ("Voting Agreements") that permit our partnership or our
partnership's designated affiliates to direct all eligible votes in the election of directors of the following entities:



Pursuant
to the Voting Agreements, Brookfield has agreed that any voting rights with respect to the above noted entities will be voted in favor of the election of directors, or managers,
as applicable, approved by our partnership or our partnership's designated affiliates, as applicable. For these purposes, our partnership or our partnership's designated affiliates, as applicable, may
maintain, from time-to-time, an approved slate of nominees or provide direction with respect to the approval or rejection of any matter in the form of general guidelines, policies or procedures in
which case no further approval or direction will be required. Any such general guidelines, policies or procedures may be modified by our partnership or our partnership's designated affiliates, as
applicable, in their discretion.

Pursuant
to the Voting Agreement relating to CSC and EBSA, the counterparty has also agreed that any voting rights with respect to the relevant controlling entity will be voted in
accordance with the direction of our partnership with respect to the approval or rejection of the following matters relating to the controlling entity: (i) any sale of all or substantially all
of its assets, (ii) any merger, amalgamation, consolidation, business combination or other material corporate transaction, except in connection with any internal reorganization that does not
result in a change of control, (iii) any plan or

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proposal
for a complete or partial liquidation or dissolution, or any reorganization or any case, proceeding or action seeking relief under any existing laws or future laws relating to bankruptcy or
insolvency, (iv) in the case of EBSA, any amendment to the EBSA by-laws or (v) any commitment or agreement to do any of the foregoing.

Each
Voting Agreement terminates (i) at such time that we cease to own any interest in the relevant entity, (ii) at such time that our Managing General Partner
(or its successors or permitted assigns) involuntarily ceases to be the general partner of our partnership, or (iii) at such time that our partnership (or its successors or
permitted assigns) involuntarily ceases to be the general partner of the Holding LP In addition, we are permitted to terminate the Voting Agreements upon 30-days' notice. The termination of a
Voting Agreement with respect to one or more entity will not affect the validity or enforceability of the Voting Agreements with respect to any other entity.

The
Voting Agreements also contain restrictions on transfers of the shares that Brookfield has agreed to vote in favor of the election of directors approved by our partnership or our
partnership's designated affiliates, as applicable.

Services Provided under Our Master Services Agreement

The Service Recipients have entered into the Master Services Agreement pursuant to which the Service Provider has agreed to provide or
arrange for other service providers to provide management and administration services to our partnership and the other Service Recipients. For example, Samuel Pollock, in his capacity as the Chief
Executive Officer of the Service Provider, and Bahir Manios, in his capacity as the Chief Financial Officer of the Service Provider, are the persons who perform the functions of our partnership's
principal executive officer and principal financial officer, respectively. In exchange, the Service Provider is entitled to a Base Management Fee. For a description of our Master Services Agreement,
see Item 6.A "Directors and Senior ManagementOur Master Services Agreement."

Other Services

Brookfield may provide to the operating entities services which are outside the scope of the Master Services Agreement under
arrangements that are on market terms and conditions and pursuant to which Brookfield will receive fees. The services provided under these arrangements include financial advisory, operations and
maintenance, development, operations management and other services. Pursuant to our conflict of interest guidelines, those arrangements may require prior approval by a majority of the independent
directors, which may be granted in the form of general guidelines, policies or procedures. See "Conflicts of Interest and Fiduciary Duties."

Preferred Shares

Brookfield has provided an aggregate of $20 million of working capital to certain of our Holding Entities through a subscription
for preferred shares of such Holding Entities. The preferred shares are entitled to receive a cumulative preferential dividend equal to 6% of their redemption value as and when declared by the board
of directors of the applicable Holding Entity and are redeemable at the option of the Holding Entity, subject to certain limitations, at any time after the tenth anniversary of their issuance. Except
for the preferred share of our primary US Holding Entity, which is entitled to one vote, the preferred shares are not entitled to vote, except as required by law.

Redemption-Exchange Mechanism

One or more wholly-owned subsidiaries of Brookfield Asset Management that hold Redeemable Partnership Units (as hereinafter
defined) have the right to require the Holding LP to redeem all or a portion of the Redeemable Partnership Units, subject to our partnership's right of first refusal, for cash

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in
an amount equal to the market value of one of our units multiplied by the number of units to be redeemed (subject to certain adjustments). See Item 10.B "Memorandum and Articles of
AssociationDescription of the Holding LP's Limited Partnership AgreementRedemption-Exchange Mechanism." Taken together, the effect of the redemption right and the
right of first refusal is that one or more wholly-owned subsidiaries of Brookfield Asset Management will receive our units, or the value of such units, at the election of our partnership. Should our
partnership determine not to exercise its right of first refusal, cash required to fund a redemption of limited partnership interests of the Holding LP held by wholly-owned subsidiaries of
Brookfield Asset Management will likely be financed by a public offering of our units.

Registration Rights Agreement

Our partnership has entered into a registration rights agreement with Brookfield pursuant to which our partnership has agreed that,
upon the request of Brookfield, our partnership will file one or more registration statements to register for sale under theUnited States Securities Act of
1933, as amended, any of our units held by Brookfield (including our units acquired pursuant to the Redemption-Exchange Mechanism). In the registration rights agreement we have
agreed to pay expenses in connection with such registration and sales and have indemnified Brookfield for material misstatements or omissions in the registration statement.

Incentive Distributions

Infrastructure Special LP is entitled to receive incentive distributions from the Holding LP as a result of its ownership
of the Special Limited Partner Units. The incentive distributions are to be calculated in increments based on the amount by which quarterly distributions on the limited partnership units of the
Holding LP exceed specified target levels as set forth in the Holding LP's limited partnership agreement. See Item 10.B "Memorandum and Articles of
AssociationDescription of the Holding LP's Limited Partnership AgreementDistributions."

The
Infrastructure Special LP may, at its sole discretion, elect to reinvest incentive distributions in exchange for Redeemable Partnership Units.

To
the extent that any Holding Entity or any operating entity pays to Brookfield any comparable performance or incentive distribution, the amount of any future incentive distributions
will be reduced in an equitable manner to avoid duplication of distributions.

For
example, in conjunction with the consortium arrangements in respect of our South American electricity transmission operations, we pay to Brookfield our pro-rata share of base
management fees paid by the consortium. Pursuant to the Master Services Agreement, the base management fees paid pursuant to the consortium arrangements are creditable against the management fee
payable under the Master Services Agreement. See Item 6.A "Directors and Senior ManagementOur Master Services Agreement."

General Partner Distributions

Pursuant to our Limited Partnership Agreement, our Managing General Partner is entitled to receive a general partner distribution equal
to 0.01% of the total distributions of our partnership. See Item 10.B "Memorandum and Articles of AssociationDescription of Our Units and Our Limited Partnership Agreement."

Special Limited Partner Distributions

Pursuant to the limited partnership agreement of the Holding LP, Infrastructure Special LP is also entitled to receive a
special limited partner distribution from the Holding LP equal to a share of the

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total
distributions of the Holding LP in proportion to Infrastructure Special LP's special limited partnership interest in the Holding LP which is equal to approximately 0.5% of
the total distributions of the Holding LP. See Item 10.B "Memorandum and Articles of AssociationDescription of the Holding LP's Limited Partnership
AgreementDistributions." In addition, it is entitled to receive the incentive distributions described above under "Incentive Distribution."

Distribution Reinvestment Plan

The Holding LP has a distribution reinvestment plan. Brookfield has advised our partnership that it may from time-to-time
reinvest distributions it receives from the Holding LP in the Holding LP's distribution reinvestment plan. In addition, our partnership adopted a distribution reinvestment plan which
became effective on June 29, 2010. The following is a summary description of the principal terms of our partnership's distribution reinvestment plan.

Pursuant
to the distribution reinvestment plan, holders of our units may elect to have distributions paid on our units held by them automatically reinvested in additional units to be
held for the account of the unitholder in accordance with the terms of the distribution reinvestment plan, provided that there are not any laws or governmental regulations in the unitholder's
jurisdiction that may limit or prohibit participation. Distributions to be reinvested in our units under the distribution reinvestment plan will be reduced by the amount of any applicable
withholding tax.

Distributions
due to plan participants will be paid to the plan agent, for the benefit of the plan participants and, if a plan participant has elected to have his or her distributions
automatically reinvested, applied, on behalf of such plan participant, to the purchase of additional units. Such purchases will be made from our partnership on the distribution date at a price per
unit calculated by reference to the volume weighted average of the trading price for our units on the NYSE for the five trading days immediately preceding the date the relevant distribution is paid by
our partnership ("Market Price").

As
soon as reasonably practicable after each distribution payment date, a statement of account will be mailed to each participant setting out the amount of the relevant cash distribution
reinvested, the applicable Market Price, the number of units purchased under the distribution reinvestment plan on the distribution payment date and the total number of units, computed to four decimal
places, held for the account of the participant under the distribution reinvestment plan (or, in the case of DTC participants, DTC will receive such statement on behalf of beneficial owners
participating in the distribution reinvestment plan). While our partnership will not issue fractional units, a plan participant's entitlement to units purchased under the distribution reinvestment
plan may include a fraction of a unit and such fractional units shall accumulate. A cash adjustment for any fractional units will be paid by the plan agent upon the withdrawal from or termination by a
plan participant of his or her participation in the distribution reinvestment plan or upon termination of the distribution reinvestment plan at price per unit calculated based upon the closing price
of our units on the NYSE on the trading day immediately preceding such withdrawal or termination. A registered holder may, at any time, obtain unit certificates for any number of whole units held for
the participant's account under the distribution reinvestment plan by notifying the plan agent. Certificates for units acquired under the distribution reinvestment plan will not be issued to
participants unless specifically requested. Prior to pledging, selling or otherwise transferring units held for a participant's account (except for sales of units through the plan agent), a registered
holder must request that his or her units be electronically transferred to his or her brokerage account or a unit certificate be issued. The automatic reinvestment of distributions under the
distribution reinvestment plan will not relieve participants of any income tax obligations applicable to such distributions. No brokerage commissions will be payable in connection
with the purchase of our units under the distribution reinvestment plan and all administrative costs will be borne by our partnership.

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Unitholders
will be able to terminate their participation in the distribution reinvestment plan by providing, or by causing to be provided, notice to the plan agent. Such notice, if
actually received by the plan agent no later than five business days prior to a record date, will have effect in respect of the distribution to be made as of such date. Thereafter, distributions to
such unitholders will be in cash. In addition, unitholders may request that all or part of their units be sold. When units are sold through the plan agent, a holder will receive the proceeds less a
handling charge and any brokerage trading fees. Our partnership will be able to amend, modify, suspend or terminate our distribution reinvestment plan, at any time, but such actions will have no
retroactive effect that would prejudice a participant's interest. The plan agent will notify participants in writing of any amendments or modifications to our distribution reinvestment plan that in
our partnership's opinion may materially prejudice participants.

Our
partnership does not intend to reinvest distributions it receives from the Holding LP in the Holding LP's distribution reinvestment plan except to the extent that
holders of our units elect to reinvest distributions pursuant to our distribution reinvestment plan. Brookfield has advised our partnership that it may from time-to-time reinvest distributions it
receives from the Holding LP pursuant to the Holding LP's distribution reinvestment plan. The units of the Holding LP to be issued to Brookfield under the distribution
reinvestment plan will become subject to the Redemption-Exchange Mechanism and may therefore result in Brookfield acquiring additional units of our partnership. See Item 10.B "Memorandum and
Articles of AssociationDescription of the Holding LP's Limited Partnership AgreementRedemption-Exchange Mechanism."

Indemnification Arrangements

Subject to certain limitations, Brookfield and its directors, officers, agents, members, partners, shareholders and employees generally
benefit from indemnification provisions and limitations on liability that are included in our Limited Partnership Agreement, our Managing General Partner's By-laws, the Holding LP's limited
partnership agreement, our Master Services Agreement and other arrangements with Brookfield. See Item 6.A "Directors and Senior ManagementOur Master Services Agreement,"
Item 10.B "Memorandum and Articles of AssociationDescription of Our Units and Our Limited Partnership AgreementIndemnification; Limitations of Liability" and
Item 10.B "Memorandum and Articles of AssociationDescription of the Holding LP's Limited Partnership AgreementIndemnification; Limitations of Liability."

Licensing Agreements

Our partnership and the Holding LP have each entered into a Licensing Agreement with Brookfield pursuant to which Brookfield has
granted a non-exclusive, royalty-free license to use the name "Brookfield" and the Brookfield logo. Other than under this limited license, we do not have a legal right to the "Brookfield" name and the
Brookfield logo in the United States and Canada.

We
will be permitted to terminate the Licensing Agreements upon 30 days' prior written notice if Brookfield defaults in the performance of any material term, condition or
agreement contained in the agreement and the default continues for a period of 30 days after written notice of termination of the breach is given to Brookfield. Brookfield may terminate the
Licensing Agreements effective immediately upon termination of our Master Services Agreement or with respect to any licensee upon 30 days' prior written notice of termination if any of the
following occurs:



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A
termination of a Licensing Agreement with respect to one or more licensee will not affect the validity or enforceability of the agreement with respect to any other licensees.

Conflicts of Interest and Fiduciary Duties

Our organizational and ownership structure and strategy involve a number of relationships that may give rise to conflicts of interest
between our partnership and our unitholders, on the one hand, and Brookfield, on the other hand. In particular, conflicts of interest could arise, among other reasons,
because:



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With
respect to transactions in which there is greater potential for a conflict of interest to arise, our Managing General Partner may be required to seek the prior approval of a
majority of the independent directors pursuant to conflict of interest guidelines that have been approved by a majority of the independent directors. These transactions include (i) the
dissolution of our partnership; (ii) any material amendment to the Master Services Agreement, the Relationship Agreement, our Limited Partnership Agreement or the Holding LP's limited
partnership agreement; (iii) any material service agreement or other arrangement pursuant to which Brookfield will be paid a fee, or other consideration other than any agreement or arrangement
contemplated by the Master Services Agreement; (iv) acquisitions by us from, and dispositions by us to, Brookfield; (v) any other transaction involving Brookfield; and
(vi) termination of, or any determinations regarding indemnification under, the Master Services Agreement. Pursuant to our conflicts protocol, independent directors may grant prior approvals
for any of these transactions in the form of general guidelines, policies or procedures in which case no further special approval will be required in connection with a particular transaction or matter
permitted thereby. In certain circumstances, these transactions may be related party transactions for the purposes of and subject to certain requirements ofMultilateral
Instrument 61-101Protection of Minority Security Holders in Special Transactions("MI 61-101") which in some situations requires minority shareholder
approval and/or valuation for transactions with related parties. An exemption from such requirements is available when the fair market value of the transaction is not more than 25% of the market
capitalization of the issuer. Our partnership has been granted exemptive relief from the requirements of MI 61-101 that, subject to certain conditions, would permit it to be exempt from the
minority approval and valuation requirements for transactions that would have a value of less than 25% of our partnership's market capitalization if Brookfield's indirect equity interest in our
partnership was included in the calculation of our partnership's market capitalization. As a result, the 25% threshold above which the minority approval and valuation requirements would apply would be
increased to include the approximately 28.1% indirect interest in our partnership held by Brookfield.

We
maintain a conflicts protocol to assist in the resolution of these potential or actual conflicts which states that conflicts be resolved based on the principles of transparency,
independent validation and approvals. The policy recognizes the benefit to us of our relationship with Brookfield and our intent to pursue a strategy that seeks to maximize the benefits from this
relationship. The policy also recognizes that the principal areas of potential application of the policy on an ongoing basis will be in connection with our acquisitions and our participation in
Brookfield led consortia and partnership arrangements, together with any management or service arrangements entered into in connection therewith or the ongoing operations of the underlying operating
entities.

In
general, the policy provides that acquisitions that are carried out jointly by us and Brookfield, or in the context of a Brookfield led or co-led consortium or partnership be carried
out on the basis that the consideration paid by us be no more, on a per share or proportionate basis, than the consideration paid by Brookfield or other participants, as applicable. The policy also
provides that any fees or carried interest payable in respect of our proportionate investment, or in respect of an acquisition made solely
by us, must be credited in the manner contemplated by our Master Services Agreement and the Holding LP's limited partnership agreement, where applicable, or that such fees or carried interest
must either have been negotiated with another arm's length participant or otherwise demonstrated to be on market terms. The policy further provides that if the acquisition involves the purchase by us
of an asset from Brookfield, or the participation in a transaction involving the purchase

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by
us and Brookfield of different assets, that a fairness opinion or, in some circumstances, a valuation or appraisal by a qualified expert be obtained. These requirements provided for in the
conflicts protocol are in addition to any disclosure, approval and valuation requirements that may arise under applicable law.

Our
Limited Partnership Agreement contains various provisions that modify the fiduciary duties that might otherwise be owed to our partnership and our unitholders, including when
conflicts of interest arise. Specifically, our limited partnership agreement states that no breach of our Limited Partnership Agreement or a breach of any duty, including fiduciary duties, may be
found for any matter that has been approved by a majority of the independent directors of our Managing General Partner. In addition, when resolving conflicts of interest, our limited partnership
agreement does not impose any limitations on the discretion of the independent directors or the factors which they may consider in resolving any such conflicts. The independent directors of our
Managing General Partner can therefore take into account the interests of third parties, including Brookfield, when resolving conflicts of interest. Additionally, any fiduciary duty that is imposed
under any applicable law or agreement is modified, waived or limited to the extent required to permit our Managing General Partner to undertake any affirmative conduct or to make any decisions, so
long as such action is reasonably believed to be in, or not inconsistent with, the best interests of our partnership.

Our
Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any duty (statutory or otherwise) to act in the best interests of the Service
Recipients, nor do they impose other duties that are fiduciary in nature. As a result, our Managing General Partner, a wholly-owned subsidiary of Brookfield Asset Management, in its capacity as our
general partner, has sole authority to enforce the terms of such agreements and to consent to any waiver, modification or amendment of their provisions, subject to approval by a majority of our
independent directors in accordance with our conflicts protocol.

In
addition, the Bermuda Limited Partnership Act, under which our partnership and the Holding LP were established, does not impose statutory fiduciary duties on a general partner
of a limited partnership in the same manner that certain corporate statutes, such as the Canada Business Corporations Act, impose fiduciary duties on directors of a corporation. In general, under
applicable Bermudian legislation, a general partner has certain limited duties to its limited partners, such as the duty to render accounts, account for private profits and not compete with the
partnership in business. In addition, Bermudian common law recognizes that a general partner owes a duty of utmost good
faith to its limited partners. These duties are, in most respects, similar to duties imposed on a general partner of a limited partnership under U.S. and Canadian law. However, to the extent that our
Managing General Partner owes any such fiduciary duties to our partnership and our unitholders, these duties have been modified pursuant to our Limited Partnership Agreement as a matter of contract
law. We have been advised by counsel that such modifications are not prohibited under Bermudian law, subject to typical qualifications as to enforceability of contractual provisions, such as the
application of general equitable principles. This is similar to Delaware law which expressly permits modifications to the fiduciary duties owed to partners, other than an implied contractual covenant
of good faith and fair dealing.

In
addition, our Limited Partnership Agreement provides that our Managing General Partner and its affiliates do not have any obligation under our Limited Partnership Agreement, or as a
result of any duties stated or implied by law or equity, including fiduciary duties, to present business or investment opportunities to our partnership, the Holding LP, any Holding Entity or
any other holding entity established by us. They also allow affiliates of our Managing General Partner to engage in activities that may compete with us or our activities. Additionally, any failure by
our Managing General Partner to consent to any merger, consolidation or combination will not result in a breach of our Limited Partnership Agreement or any other provision of law. Our Limited
Partnership Agreement prohibits

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our
limited partners from advancing claims that otherwise might raise issues as to compliance with fiduciary duties or applicable law.

These
modifications to the fiduciary duties are detrimental to our unitholders because they restrict the remedies available for actions that might otherwise constitute a breach of
fiduciary duty and permit conflicts of interest to be resolved in a manner that is not in the best interests of our partnership or the best interests of our unitholders. We believe it is necessary to
modify the fiduciary duties that might otherwise be owed to us and our unitholders, as described above, due to our organizational and ownership structure and the potential conflicts of interest
created thereby. Without modifying those duties, the ability of our Managing General Partner to attract and retain experienced and capable directors and to take actions that we believe will be
necessary for the carrying out of our business would be unduly limited due to their concern about potential liability. See Item 3.D "Risk FactorsRisks Relating to Our Relationship
with BrookfieldOur Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any fiduciary duties to act in the best interests of our unitholders".

7.C    INTEREST OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8.    FINANCIAL INFORMATION

8.A    CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Please see Item 18 below for additional information required to be disclosed under this Item.

8.B    SIGNIFICANT CHANGES

Please see Item 3 "Key Information," Item 4 "Information on the Company," Item 5 "Operating and Financial Review
and Prospects" for additional information.

On
March 28, 2014, we effected a restructuring pursuant to which the Holding LP's limited partnership agreement was amended to make our partnership the managing general
partner of the Holding LP and to make the Infrastructure Special LP, the former general partner of the Holding LP, a special limited partner of the Holding LP. This change
was made in order to simplify our governance structure and to more clearly delineate our partnership's governance rights in respect of the Holding LP. As a result, the voting agreement between
our partnership and Brookfield, which required Brookfield to exercise certain of its voting rights in respect of the Holding LP's former general partner as directed by our partnership, was
terminated and related changes were made to our Limited Partnership Agreement and
the Master Services Agreement. Because Brookfield is a party to these agreements, all of the amendments were approved by a special committee of independent directors of the Managing General Partner
and the former general partner of the Holding LP. The economic interests of our partnership were not affected by these changes. See Item 10.B "Memorandum and Articles of
AssociationDescription of Our Units and Our Limited Partnership" and Item 10.B "Memorandum and Articles of AssociationDescription of the Holding LP's Limited
Partnership Agreement".

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ITEM 9.    THE OFFER AND LISTING

9.A    PRICING HISTORY

The following table sets forth the annual high and low prices for our units on the NYSE for the past five years:

High

LowYear Ended December 31, 2009

$
18.64

$
7.15Year Ended December 31, 2010

$
23.34

$
14.95Year Ended December 31, 2011

$
27.86

$
21.08Year Ended December 31, 2012

$
36.70

$
27.98Year Ended December 31, 2013

$
41.27

$
34.19


The
following table sets forth the quarterly high and low prices for our units on the NYSE for the two most recent full financial years:

High

LowJanuary 1, 2012 to March 31, 2012

$
31.63

$
27.98April 1, 2012 to June 30, 2012

$
33.57

$
29.66July 1, 2012 to September 30, 2012

$
36.70

$
32.49October 1, 2012 to December 31, 2012

$
35.45

$
32.95January 1, 2013 to March 31, 2013

$
40.40

$
35.85April 1, 2013 to June 30, 2013

$
39.72

$
34.19July 1, 2013 to September 30, 2013

$
38.24

$
34.35October 1, 2013 to December 31, 2013

$
41.27

$
36.42


The
following table sets forth the monthly high and low prices for our units on the NYSE for the most recent six months:

High

LowSeptember 1, 2013 to September 30, 2013

$
38.24

$
35.30October 1, 2013 to October 31, 2013

$
39.92

$
36.71November 1, 2013 to November 30, 2013

$
41.27

$
38.25December 1, 2013 to December 31, 2013

$
39.22

$
36.42January 1, 2014 to January 31, 2014

$
38.92

$
36.44February 1, 2014 to February 28, 2014

$
37.92

$
35.72


The
following table sets forth the annual high and low prices for our units on the TSX for the periods indicated since the date of listing on September 10, 2009, in Canadian
dollars:

High

LowSeptember 10, 2009 to December 31, 2009

$
19.50

$
15.50January 1, 2010 to December 31, 2010

$
23.31

$
15.94January 1, 2011 to December 31, 2011

$
28.35

$
19.68January 1, 2012 to December 31, 2012

$
36.27

$
28.13January 1, 2013 to December 31, 2013

$
43.08

$
35.33


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The
following table sets forth the quarterly high and low prices for our units on the TSX for the two most recent full financial years, in Canadian dollars:

High

LowJanuary 1, 2012 to March 31, 2012

$
31.51

$
28.13April 1, 2012 to June 30, 2012

$
34.33

$
29.78July 1, 2012 to September 30, 2012

$
36.27

$
33.23October 1, 2012 to December 31, 2012

$
34.90

$
32.86January 1, 2013 to March 31, 2013

$
41.25

$
35.33April 1, 2013 to June 30, 2013

$
40.80

$
35.50July 1, 2013 to September 30, 2013

$
39.44

$
36.00October 1, 2013 to December 31, 2013

$
43.08

$
38.07


The
following table sets forth the monthly high and low prices for our units on the TSX for the most recent six months, in Canadian dollars:

High

LowSeptember 1, 2013 to September 30, 2013

$
39.44

$
37.00October 1, 2013 to October 31, 2013

$
41.74

$
38.07November 1, 2013 to November 30, 2013

$
43.08

$
40.45December 1, 2013 to December 31, 2013

$
41.78

$
38.57January 1, 2014 to January 31, 2014

$
42.45

$
40.69February 1, 2014 to February 28, 2014

$
41.70

$
39.50


Our
units do not have a par value.

9.B    PLAN OF DISTRIBUTION

Not applicable.

9.C    MARKET

Our units are listed on the NYSE under the symbol "BIP" and on the TSX under the symbol "BIP.UN".

9.D    SELLING SHAREHOLDERS

Not applicable.

9.E    DILUTION

Not applicable.

9.F    EXPENSES OF THE ISSUE

Not applicable.

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ITEM 10.    ADDITIONAL INFORMATION

10.A    SHARE CAPITAL

Not applicable.

10.B    MEMORANDUM AND ARTICLES OF ASSOCIATION

DESCRIPTION OF OUR UNITS AND OUR LIMITED PARTNERSHIP AGREEMENT

The following is a description of the material terms of our units and our Limited Partnership Agreement, as amended, and is qualified
in its entirety by reference to all of the provisions of our Limited Partnership Agreement. Because this description is only a summary of the terms of our units and our Limited Partnership Agreement,
it does not contain all of the information that you may find useful. For more complete information, you should read our Limited Partnership Agreement which is available electronically on the website
of the Securities and Exchange Commission at www.sec.gov and our Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") profile at www.sedar.com and will be made available to our
holders as described under Item 10.C "Material Contracts" and Item 10.H "Documents on display."

See
also the information contained in this annual report on Form 20-F under Item 3.D "Risk FactorsRisk Relating to Our Relationship with Brookfield,"
Item 6.C "Board Practices," Item 6.A "Directors and Senior Management" and Item 7.B "Related Party Transactions."

Formation and Duration

Our partnership is a Bermuda exempted limited partnership registered under the Bermuda Limited Partnership Act and the Bermuda Exempted
Partnerships Act. Our partnership has a perpetual existence and will continue as a limited liability partnership unless our partnership is terminated or dissolved in accordance with our Limited
Partnership Agreement. Our partnership interests consist of our units, which represent limited partnership interests in our partnership, and any additional partnership interests representing limited
partnership interests that we may issue in the future as described below under "Issuance of Additional Partnership Interests." In this description, references to "holders of our
partnership interests" and our "unitholders" are to our limited partners and references to our limited partners include holders of our units.

Nature and Purpose

Under section 2.2 of our Limited Partnership Agreement, the purpose of our partnership is to: acquire and hold interests in the
Holding LP and, subject to the approval of our Managing General Partner, interests in any other entity; engage in any activity related to the capitalization and financing of our partnership's
interests in such entities; serve as the general partner
of the Holding LP; and engage in any other activity that is incidental to or in furtherance of the foregoing and that is approved by our Managing General Partner and that lawfully may be
conducted by a limited partnership organized under the Bermuda Limited Partnership Act, the Exempted Partnerships Act, and our Limited Partnership Agreement.

Our Units

Our units are limited partnership interests in our partnership. Holders of our units are not entitled to the withdrawal or return of
capital contributions in respect of our units, except to the extent, if any, that distributions are made to such holders pursuant to our Limited Partnership Agreement or upon the liquidation of our
partnership as described below under "Liquidation and Distribution of Proceeds" or as otherwise required by applicable law. Except to the extent expressly provided in our Limited
Partnership Agreement, a holder of our units does not have priority over any other holder of

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our
units, either as to the return of capital contributions or as to profits, losses or distributions. Holders of our units will not be granted any preemptive or other similar right to acquire
additional interests in our partnership. In addition, holders of our units do not have any right to have their units redeemed by our partnership.

Issuance of Additional Partnership Interests

Our Managing General Partner has broad rights to cause our partnership to issue additional partnership interests and may cause our
partnership to issue additional partnership interests (including new classes of partnership interests and options, rights, warrants and appreciation rights relating to such interests) for any
partnership purpose, at any time and on such terms and conditions as it may determine without the approval of any limited partners. Any additional partnership interests may be issued in one or more
classes, or one or more series of classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of partnership interests) as may be
determined by our Managing General Partner in its sole discretion, all without approval of our limited partners.

Investments in the Holding LP

If and to the extent that our partnership raises funds by way of the issuance of equity or debt securities, or otherwise, pursuant to a
public offering, private placement or otherwise, an amount equal to the proceeds will be invested in the Holding LP, unless otherwise agreed by our partnership and the Holding LP.

Capital Contributions

Brookfield and our Managing General Partner each contributed $1 to the capital of our partnership in order to form our partnership.
Thereafter, Brookfield contributed to our partnership limited partnership interests of the Holding LP in exchange for Redeemable Partnership Units and our units, the latter of which was
distributed by Brookfield Asset Management in the spin-off.

Distributions

Distributions to partners of our partnership will be made only as determined by our Managing General Partner in its sole discretion.
However, our Managing General Partner will not be permitted to cause our partnership to make a distribution if it does not have sufficient cash on hand to make the distribution, the distribution would
render it insolvent or if, in the opinion of our Managing General Partner, the distribution would leave it with insufficient funds to meet any future contingent obligations.

Any
distributions from our partnership will be made to the limited partners as to 99.99% and to our Managing General Partner as to 0.01%. Each limited partner will receive a
pro rata share of distributions made to all limited partners in accordance with the proportion of all outstanding units held by that limited partner. See Item 8.A "Consolidated
Statements and Other Financial Information."

Allocations of Income and Losses

Net income and net loss for U.S. federal income tax purposes will be allocated for each taxable year or other relevant period
among our partners using a monthly, quarterly or other permissible convention pro rata on a per unit basis, except to the extent otherwise required by law or pursuant to tax elections made by
our partnership. The source and character of items of income and loss so allocated to a partner of our partnership will be the same source and character as the income earned or loss incurred by our
partnership.

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The
income for Canadian federal income tax purposes of our partnership for a given fiscal year of our partnership will be allocated to each partner in an amount calculated by multiplying
such income by a fraction, the numerator of which is the sum of the distributions received by such partner with respect to such fiscal year and the denominator of which is the aggregate amount of the
distributions made by our partnership to partners with respect to such fiscal year. Generally, the source and character of items of income so allocated to a partner with respect to a fiscal year of
our partnership will be the same source and character as the distributions received by such partner with respect to such fiscal year. To such end, any person who was a partner at any time during such
fiscal year but who has transferred all of their units before the last day of that fiscal year may be deemed to be a partner on the last day of such fiscal year for the purposes of
subsection 96(1) of the Tax Act. Our Managing General Partner may adjust allocations of items that would otherwise be made pursuant to the terms of our Limited Partnership Agreement to
the extent necessary to avoid an adverse effect on our partnership's limited partners, subject to the approval of a committee of the board of directors of our Managing General Partner made up of
independent directors.

If,
with respect to a given fiscal year, no distribution is made by our partnership or our partnership has a loss for Canadian federal income tax purposes, one quarter of the income, or
loss, as the case may be, for Canadian federal income tax purposes of our partnership for such fiscal year, will be allocated to the partners of record at the end of each calendar quarter ending in
such fiscal year pro rata to their respective percentage interests in our partnership, which in the case of our Managing General Partner shall mean 0.01%, and in the case of all limited
partners of our partnership shall mean in the aggregate 99.99%, which aggregate percentage interest shall be allocated among the limited partners in the proportion that the number of limited
partnership units held at each such date by a limited partner is of the total number of limited partnership units issued and outstanding at each such date. Generally, the source and character of such
income or losses so allocated to a partner at the end of each calendar quarter will be the same source and character as the income or loss earned or incurred by our partnership in such calendar
quarter.

Limited Liability

Assuming that a limited partner does not participate in the control or management of our partnership or conduct the affairs of, sign or
execute documents for or otherwise bind our partnership within the meaning of the Bermuda Limited Partnership Act and otherwise acts in conformity with the provisions of our limited partnership
agreement, such partner's liability under the Bermuda Limited Partnership Act and our limited partnership agreement will be limited to the amount of capital such partner is obligated to contribute to
our partnership for its limited partner interest plus its share of any undistributed profits and assets, except as described below.

If
it were determined, however, that a limited partner was participating in the control or management of our partnership or conducting the affairs of, signing or executing documents for
or otherwise binding our partnership (or purporting to do any of the foregoing) within the meaning of the Bermuda Limited Partnership Act or the Bermuda Exempted Partnerships Act, such limited
partner would be liable as if it were a general partner of our partnership in respect of all debts of our partnership incurred while that limited partner was so acting or purporting to act. Neither
our limited partnership agreement nor the Bermuda Limited Partnership Act specifically provides for legal recourse against our Managing General Partner if a limited partner were to lose limited
liability through any fault of our Managing General Partner. While this does not mean that a limited partner could not seek legal recourse, we are not aware of any precedent for such a claim in
Bermuda case law.

No Management or Control

Our partnership's limited partners, in their capacities as such, may not take part in the management or control of the activities and
affairs of our partnership and do not have any right or

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authority
to act for or to bind our partnership or to take part or interfere in the conduct or management of our partnership. Limited partners are not entitled to vote on matters relating to our
partnership, although holders of units are entitled to consent to certain matters as described under "Amendment of Our Limited Partnership Agreement," "Opinion of Counsel and
Limited Partner Approval," "Merger, Sale or Other Disposition of Assets," and "Withdrawal of Our Managing General Partner" which may be effected
only with the consent of the holders of the percentages of our outstanding units specified below. Each unit shall entitle the holder thereof to one vote for the purposes of any approvals of holders
of units.

Meetings

Our Managing General Partner may call special meetings of partners at a time and place outside of Canada determined by our Managing
General Partner on a date not less than 10 days nor more than 60 days after the mailing of notice of the meeting. The limited partners do not have the ability to call a special meeting.
Only holders of record on the date set by our Managing General Partner (which may not be less than 10 days nor more than 60 days, before the meeting) are entitled to notice of
any meeting.

Written
consents may be solicited only by or on behalf of our Managing General Partner. Any such consent solicitation may specify that any written consents must be returned to our
partnership within the time period, which may not be less than 20 days, specified by our Managing General Partner.

For
purposes of determining holders of partnership interests entitled to provide consents to any action described above, our Managing General Partner may set a record date, which may be
not less than 10 nor more than 60 days before the date by which record holders are requested in writing by our Managing General Partner to provide such consents. Only those holders of
partnership interests on the record date established by our Managing General Partner will be entitled to provide consents with respect to matters as to which a consent right applies.

Amendment of Our Limited Partnership Agreement

Amendments to our Limited Partnership Agreement may be proposed only by or with the consent of our Managing General Partner. To adopt a
proposed amendment, other than the amendments that do not require limited partner approval discussed below, our Managing General Partner must seek approval of a majority of our outstanding units
required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment.

Prohibited Amendments

No amendment may be made that would:



The
provision of our Limited Partnership Agreement preventing the amendments having the effects described directly above can be amended upon the approval of the holders of at least 90%
of the outstanding units.

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No Limited Partner Approval

Subject to applicable law, our Managing General Partner may generally make amendments to our limited partnership agreement without the
approval of any limited partner to reflect:



In
addition, our Managing General Partner may make amendments to our Limited Partnership Agreement without the approval of any limited partner if those amendments, in the discretion of
our Managing General Partner:



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Opinion of Counsel and Limited Partner Approval

Our Managing General Partner will not be required to obtain an opinion of counsel that an amendment will not result in a loss of
limited liability to the limited partners if one of the amendments described above under "No Limited Partner Approval" should occur. No other amendments to our limited partnership
agreement (other than an amendment pursuant to a merger, sale or other disposition of assets effected in accordance with the provisions described under "Merger, Sale or Other Disposition
of Assets") will become effective without the approval of holders of at least 90% of our units, unless our partnership obtains an opinion of counsel to the effect that the amendment will not cause our
partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes our Managing General Partner has not
made the election described below under "Election to be Treated as a Corporation") or affect the limited liability of any of our partnership's limited partners under the Bermuda Limited
Partnership Act or the Bermuda Exempted Partnerships Act.

In
addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of partnership interests in relation to
other classes of partnership interests will also require the approval of the holders of at least a majority of the outstanding partnership interests of the class so affected.

In
addition, any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of limited partners whose aggregate outstanding voting
units constitute not less than the voting requirement sought to be reduced.

Merger, Sale or Other Disposition of Assets

Any merger, consolidation or other combination of our partnership requires the prior approval of our Managing General Partner who has
no duty or obligation to provide any such approval. Our limited partnership agreement generally prohibits our Managing General Partner, without the prior approval of the holders of a majority of our
units, from causing our partnership to, among other things, sell, exchange or otherwise dispose of all or substantially all of our partnership's assets in a single transaction or a series of related
transactions, including by way of merger, consolidation or other combination, or approving on our partnership's behalf the sale, exchange or other disposition of all or substantially all of the assets
of our partnership's subsidiaries. However, our Managing General Partner in its sole discretion may mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our
partnership's assets (including for the benefit of persons other than our partnership or our partnership's subsidiaries) without that approval. Our Managing General Partner may also sell all or
substantially all of our partnership's assets under any forced sale of any or all of our partnership's assets pursuant to the foreclosure or other realization upon those encumbrances without
that approval.

If
conditions specified in our Limited Partnership Agreement are satisfied, our Managing General Partner may convert or merge our partnership into, or convey some or all of our
partnership's assets to, a newly formed entity if the sole purpose of that merger or conveyance is to effect a mere change in

130     Brookfield Infrastructure

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our
partnership's legal form into another limited liability entity. Holders of partnership interests are not entitled to dissenters' rights of appraisal under our Limited Partnership Agreement or the
Bermuda Limited Partnership Act or the Bermuda Exempted Partnerships Act in the event of a merger or consolidation, a sale of substantially all of our assets or any other transaction or event.

Election to be Treated as a Corporation

If our Managing General Partner determines that it is no longer in our partnership's best interests to continue as a partnership for
U.S. federal income tax purposes, our Managing General Partner may elect to treat our partnership as an association or as a publicly traded partnership taxable as a corporation for
U.S. federal (and applicable state) income tax purposes.

Termination and Dissolution

Our partnership will terminate upon the earlier to occur of (i) the date on which all of our partnership's assets have been
disposed of or otherwise realized by our partnership and the proceeds of such disposals or realizations have been distributed to partners, (ii) the service of notice by our Managing General
Partner, with the special approval of a majority of its independent directors, that in its opinion the coming into force of any law, regulation or binding authority has or will render illegal or
impracticable the continuation of our partnership, and (iii) at the election of our Managing General Partner, if our partnership, as determined by our Managing General Partner, is required to
register as an "investment company" under the Investment Company Act or similar legislation in other jurisdictions.

Our
partnership will be dissolved upon the withdrawal of our Managing General Partner as the general partner of our partnership (unless Brookfield becomes the general partner as
described in the following sentence or the withdrawal is effected in compliance with the provisions of our Limited Partnership Agreement that are described below under "Withdrawal of Our
Managing General Partner") or the entry by a court of competent jurisdiction of a decree of judicial dissolution of our partnership or an order to wind up or liquidate our Managing General Partner.
Our partnership will be reconstituted and continue without dissolution if within 30 days of the date of dissolution (and so long as a notice of dissolution has not been filed with the
Bermuda Monetary Authority), Brookfield executes a transfer deed pursuant to which it becomes the general partner and assumes the rights and undertakes the obligations of the general partner and our
partnership receives an opinion of counsel that the admission of Brookfield as general partner will not result in the loss of the limited liability of any limited partner.

Liquidation and Distribution of Proceeds

Upon our dissolution, unless our partnership is continued as a new limited partnership, the liquidator authorized to wind up our
partnership's affairs will, acting with all of the powers of our Managing General Partner that the liquidator deems necessary or appropriate in its judgment, liquidate our partnership's assets and
apply the proceeds of the liquidation first, to discharge our partnership's liabilities as provided in our Limited Partnership Agreement and by law and thereafter to the partners pro rata
according to the percentages of their respective partnership interests as of a record date selected by the liquidator. The liquidator may defer liquidation of our partnership's assets for a reasonable
period of time or distribute assets to partners in kind if it determines that an immediate sale or distribution of all or some of our partnership's assets would be impractical or would cause undue
loss to the partners.

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Withdrawal of Our Managing General Partner

Our Managing General Partner may withdraw as Managing General Partner without first obtaining approval of our unitholders by giving
90 days' advance notice, and that withdrawal will not constitute a violation of our Limited Partnership Agreement.

Upon
the withdrawal of our Managing General Partner, the holders of a majority of the voting power of our outstanding units may select a successor to that withdrawing Managing General
Partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability, tax matters and the Investment Company Act (and similar legislation in other
jurisdictions) cannot be obtained, our partnership will be dissolved, wound up and liquidated. See "Termination and Dissolution" above.

In
the event of withdrawal of a general partner where that withdrawal violates our Limited Partnership Agreement, a successor general partner will have the option to purchase the general
partnership interest of the departing general partner for a cash payment equal to its fair market value. Under all other circumstances where a general partner withdraws, the departing general partner
will have the option to require the successor general partner to purchase the general partnership interest of the departing general partner for a cash payment equal to its fair market value. In each
case, this fair market value will be determined by agreement between the departing general partner and the successor general partner. If no agreement is reached within 30 days of the general
partner's departure, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market
value. If the departing general partner and the successor general partner cannot agree upon an expert within 45 days of the general partner's departure, then an expert chosen by agreement of
the experts selected by each of them will determine the fair market value.

If
the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner's general partnership interests
will automatically convert into units pursuant to a valuation of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the
preceding paragraph.

Transfer of the General Partnership Interest

Our Managing General Partner may transfer all or any part of its general partnership interests without first obtaining approval of any
unitholder. As a condition of this transfer, the transferee must assume the rights and duties of our Managing General Partner to whose interest that transferee has succeeded, agree to be bound by the
provisions of our Limited Partnership Agreement and furnish an opinion of counsel regarding limited liability, tax matters, and the Investment Company Act (and similar legislation in other
jurisdictions). Any transfer of the general partnership interest is subject to prior notice to and approval of the relevant Bermuda regulatory authorities. At any time, the members of our Managing
General Partner may sell or transfer all or part of their shares in our Managing General Partner without the approval of the unitholders.

Partnership Name

If our Managing General Partner ceases to be the general partner of our partnership and our new general partner is not an affiliate of
Brookfield, our partnership will be required by our Limited Partnership Agreement to change the name of our partnership to a name that does not include "Brookfield" and which could not be capable of
confusion in any way with such name. Our Limited Partnership Agreement explicitly provides that this obligation shall be enforceable and waivable by our Managing General Partner notwithstanding that
it may have ceased to be the general partner of our partnership.

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Transactions with Interested Parties

Our Managing General Partner, the Service Provider and their respective partners, members, shareholders, directors, officers, employees
and shareholders, which we refer to as "interested parties," may become limited partners or beneficially interested in limited partners and may hold, dispose of or otherwise deal with our units with
the same rights they would have if our Managing General Partner was not a party to our Limited Partnership Agreement. An interested party will not be liable to account either to other interested
parties or to our partnership, our partnership's partners or
any other persons for any profits or benefits made or derived by or in connection with any such transaction.

Our
Limited Partnership Agreement permits an interested party to sell investments to, purchase assets from, vest assets in and enter into any contract, arrangement or transaction with
our partnership, the Holding LP, any of the Holding Entities, any operating entity or any other holding vehicle established by our partnership and may be interested in any such contract,
transaction or arrangement and shall not be liable to account either to our partnership, the Holding LP, any of the Holding Entities, any operating entity or any other holding vehicle
established by our partnership or any other person in respect of any such contract, transaction or arrangement, or any benefits or profits made or derived therefrom, by virtue only of the relationship
between the parties concerned, subject to any approval requirements that are contained in our conflicts protocol. See Item 7.B "Related Party TransactionsConflicts of Interest and
Fiduciary Duties."

Outside Activities of Our Managing General Partner; Conflicts of Interest

Under our Limited Partnership Agreement, our Managing General Partner is required to maintain as its sole activity the role of general
partner of our partnership. Our Managing General Partner is not permitted to engage in any activity or incur or guarantee any debts or liabilities except in connection with or incidental to its
performance as general partner or incurring, guaranteeing, acquiring, owning or disposing of debt or equity securities of the Holding LP, a Holding Entity or any other holding vehicle
established by our partnership.

Our
Limited Partnership Agreement provides that each person who is entitled to be indemnified by our partnership (other than our Managing General Partner), as described below under
"Indemnification; Limitation on Liability," has the right to engage in businesses of every type and description and other activities for profit, and to engage in and possess interests in
business ventures of any and every type or description, irrespective of whether (i) such activities are similar to our affairs or activities or (ii) such affairs and activities directly
compete with, or disfavor or exclude, our Managing General Partner, our partnership, the Holding LP, any Holding Entity, any operating entity or any other holding vehicle established by our
partnership. Such business interests, activities and engagements will be deemed not to constitute a breach of our Limited Partnership Agreement or any duties stated or implied by law or equity,
including fiduciary duties, owed to any of our Managing General Partner, our partnership, the Holding LP, any Holding Entity, any operating entity and any other holding vehicle established by
our partnership (or any of their respective investors), and shall be deemed not to be a breach of our Managing General Partner's fiduciary duties or any other obligation of any type whatsoever
of our Managing General Partner. None of our Managing General Partner, our partnership, the Holding LP, any Holding Entity, any operating entity, any other holding vehicle established by our
partnership or any other person shall have any rights by virtue of our Limited Partnership Agreement or the partnership relationship established thereby or otherwise in any business ventures of any
person who is entitled to be indemnified by our partnership as described below under "Indemnification; Limitation on Liability."

Our
Managing General Partner and the other indemnified persons described in the preceding paragraph do not have any obligation under our Limited Partnership Agreement or as a result of
any duties stated or implied by law or equity, including fiduciary duties, to present business or investment

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opportunities
to our partnership, the Holding LP, any Holding Entity, any operating entity or any other holding vehicle established by our partnership. These provisions will not affect any
obligation of an indemnified person to present business or investment opportunities to our partnership, the Holding LP, any Holding Entity, any operating entity or any other holding vehicle
established by our partnership pursuant to a separate written agreement between such persons.

Any
conflicts of interest and potential conflicts of interest that are approved by a majority of our Managing General Partner's independent directors from time-to-time will be deemed
approved by all partners. Pursuant to our conflicts protocol, independent directors may grant approvals for any of the transactions described above in the form of general guidelines, policies or
procedures in which case no further special approval will be required in connection with a particular transaction or matter permitted thereby. See Item 7.B "Related Party
TransactionsConflicts of Interest and Fiduciary Duties."

Indemnification; Limitations on Liability

Under our Limited Partnership Agreement, our partnership is required to indemnify to the fullest extent permitted by law our Managing
General Partner, the Service Provider and any of their respective affiliates (and their respective officers, directors, agents, shareholders, partners, members and employees), any person who
serves on a governing body of the Holding LP, a Holding Entity, operating entity or any other holding vehicle established by our partnership and any other person designated by our Managing
General Partner as an indemnified person, in each case, against all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, incurred by an indemnified person in connection with our investments and activities or by reason
of their holding such positions, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person's bad faith, fraud or
willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful. In addition, under our Limited Partnership Agreement, (i) the liability
of such persons has been limited to the fullest extent permitted by law, except to the extent that their conduct involves bad faith, fraud or willful misconduct, or in the case of a criminal matter,
action that the indemnified person knew to have been unlawful and (ii) any matter that is approved by the independent directors of our Managing General Partner will not constitute a
breach of our Limited Partnership Agreement or any duties stated or implied by law or equity, including fiduciary duties. Our Limited Partnership Agreement requires us to advance funds to pay the
expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is determined that the indemnified person is not entitled to indemnification.

Accounts, Reports and Other Information

Our partnership prepares its financial statements in accordance with IFRS. Our partnership's financial statements must be made publicly
available together with a statement of the accounting policies used in their preparation, such information as may be required by applicable laws and regulations and such information as our Managing
General Partner deems appropriate. Our partnership's annual financial statements must be audited by an independent accountant firm of international standing and made publicly available within such
period of time as is required to comply with applicable laws and regulations, including any rules of any applicable securities exchange. Our partnership's quarterly financial statements may be
unaudited and are made available publicly as and within the time period required by applicable laws and regulations.

Our
Managing General Partner is also required to use commercially reasonable efforts to prepare and send to the limited partners of our partnership on an annual basis, additional
information regarding our partnership, including Schedule K-1 (or equivalent) and information related to the passive foreign investment company status of any non-U.S. corporation
that we control and, where

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reasonably
possible, any other non-U.S. corporation in which we hold an interest. Our Managing General Partner will, where reasonably possible, prepare and send information required by the
non-U.S. limited partners of our partnership for U.S. federal income tax reporting purposes, including information related to investments in "U.S. real property interests," as
that term is defined in Section 897 of the U.S. Internal Revenue Code. Our Managing General Partner will also, where reasonably possible and applicable, prepare and send information
required by limited partners of our partnership for Canadian federal income tax purposes.

Governing Law; Submission to Jurisdiction

Our Limited Partnership Agreement is governed by and will be construed in accordance with the laws of Bermuda. Under our Limited
Partnership Agreement, each of our partnership's partners (other than governmental entities prohibited from submitting to the jurisdiction of a particular jurisdiction) will submit to the
non-exclusive jurisdiction of any court in Bermuda in any dispute, suit, action or proceeding arising out of or relating to our Limited Partnership Agreement. Each partner waives, to the fullest
extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein and further waives, to the fullest extent permitted by law, any claim of inconvenient forum,
improper venue or that any such court does not have jurisdiction over the partner. Any final judgment against a partner in any proceedings brought in a court in Bermuda will be conclusive and binding
upon the partner and may be enforced in the courts of any other jurisdiction of which the partner is or may be subject, by suit upon such judgment. The foregoing submission to jurisdiction and waivers
will survive the dissolution, liquidation, winding up and termination of our partnership.

Transfers of Units

We are not required to recognize any transfer of our units until certificates, if any, evidencing such units are surrendered for
registration of transfer. Each person to whom a unit is transferred (including any nominee holder or an agent or representative acquiring such unit for the account of another person) will be admitted
to our partnership as a partner with respect to the unit so transferred subject to and in accordance with the terms of our Limited Partnership Agreement. Any transfer of a unit will not entitle the
transferee to share in the profits and losses of our partnership, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights
to which the transferor was entitled until the transferee becomes a partner and a party to our Limited Partnership Agreement.

By
accepting a unit for transfer in accordance with our Limited Partnership Agreement, each transferee will be deemed to have:



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The
transfer of any unit and the admission of any new partner to our partnership will not constitute any amendment to our Limited Partnership Agreement.

Transfer Agent and Registrar

Computershare Trust Company, N.A. in New York, New York, U.S.A. has been appointed to act as transfer agent and registrar
for the purpose of registering our limited partnership interests and transfers of our limited partnership interests as provided in our Limited Partnership Agreement. Our partnership will indemnify the
transfer agent, its agents and each of their shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that
capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

Description of the Holding LP's Limited Partnership Agreement

The following is a description of the material terms of the Holding LP's limited partnership agreement and is qualified in its
entirety by reference to all of the provisions of such agreement. Holders of units in our partnership are not partners of the Holding LP and do not have any rights under its limited partnership
agreement. However, our partnership is the managing general partner of the Holding LP and is responsible for the management and control of the Holding LP.

Because
this description is only a summary of the terms of the agreement, it does not necessarily contain all of the information that you may find useful. For more complete information,
you should read the Holding LP's limited partnership agreement which is available electronically on the website of the Securities and Exchange Commission at www.sec.gov and on our SEDAR profile
at www.sedar.com and will be made available to our unitholders as described under Item 10.C "Material Contracts" and Item 10.H "Documents on display."

Formation and Duration

The Holding LP is a Bermuda exempted limited partnership registered under the Bermuda Limited Partnership Act and the Bermuda
Exempted Partnerships Act. The Holding LP has a perpetual existence and will continue as a limited liability partnership unless the partnership is terminated or dissolved in accordance with its
limited partnership agreement.

Nature and Purpose

Under its limited partnership agreement, the purpose of the Holding LP is to: acquire and hold interests in the Holding Entities
and, subject to the approval of our partnership in its capacity as general partner of the Holding LP, any other entity; engage in any activity related to the capitalization and financing of the
Holding LP's interests in such entities; and engage in any other activity that is incidental to or in furtherance of the foregoing and that is approved by our partnership in its capacity

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as
general partner of the Holding LP and that lawfully may be conducted by a limited partnership organized under the Bermuda Limited Partnership Act and our Limited Partnership Agreement.

Units

In connection with the spin-off, the Holding LP issued two classes of units. The first class of units, referred to as the
Class A limited partnership units, was issued to Brookfield and subsequently transferred to our partnership. The second class of units, referred to as the Redeemable Partnership Units, were
issued to wholly-owned subsidiaries of Brookfield Asset Management. Redeemable Partnership Units are limited partnership units and are described further below under the headings
"Distributions", "No Management or Control" and "Redemption-Exchange Mechanism."

On
March 28, 2014, we effected a restructuring, pursuant to which: (i) all of the Class A limited partnership units of the Holding LP were reclassified as
Managing General Partner Units in the Holding LP; and (ii) all of the general partnership interests in the Holding LP were reclassified as Special Limited Partnership Interests in
the Holding LP.

As
of the date of this annual report on Form 20-F, the Holding LP has three classes of units: Special Limited Partner Units, Redeemable Partnership Units and Managing
General Partner Units. Holders of units are not entitled to the withdrawal or return of capital contributions in respect of their units, except to the extent, if any, that distributions are made to
such holders pursuant to the Holding LP's limited partnership agreement or upon the liquidation of the Holding LP or as otherwise required by
applicable law. Except to the extent expressly provided in the Holding LP's limited partnership agreement, a holder of units does not have priority over any other holder of units, either as to
the return of capital contributions or as to profits, losses or distributions.

Issuance of Additional Partnership Interests

The Holding LP may issue additional partnership interests (including new classes of partnership interests and options, rights,
warrants and appreciation rights relating to such interests) for any partnership purpose, at any time and on such terms and conditions as its general partner may determine. Any additional partnership
interests may be issued in one or more classes, or one or more series of classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of
partnership interests) as our partnership in its capacity as general partner of the Holding LP may determine in its sole discretion.

Redemption-Exchange Mechanism

At any time, one or more wholly-owned subsidiaries of Brookfield Asset Management that hold Redeemable Partnership Units will have the
right to require the Holding LP to redeem for cash all or a portion of the Redeemable Partnership Units held by such subsidiary, subject to our partnership's right of first refusal, as
described below. Any such redeeming subsidiary may exercise its right of redemption by delivering a notice of redemption to the Holding LP and our partnership. After presentation for
redemption, such redeeming subsidiary will receive, subject to our partnership's right of first refusal, as described below, for each unit that is presented, cash in an amount equal to the market
value of one of our units multiplied by the number of units to be redeemed (as determined by reference to the five day volume weighted average of the trading price of our units and subject to
certain customary adjustments). Upon its receipt of the redemption notice, our partnership will have a right of first refusal entitling it, at its sole discretion, to elect to acquire all
(but not less than all) units described in such notice and presented to the Holding LP for redemption in exchange for units on a one for one basis (subject to certain customary
adjustments). Upon a redemption for cash, the holder's right to receive distributions with respect to the Holding LP's units so redeemed will cease.

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Brookfield's
aggregate limited partnership interest in our partnership would be approximately 28.1% if it exercised its redemption right in full and our partnership exercised its right
of first refusal on the Holding LP's units redeemed (including the approximately 48,930 issued and outstanding units that Brookfield currently also owns). Brookfield's total percentage
interest in our partnership would be increased if it participates in the Holding LP's distribution reinvestment plan.

Distributions

Distributions by the Holding LP will be made in the sole discretion of our partnership in its capacity as general partner of the
Holding LP. However, our partnership will not be permitted to cause the Holding LP to make a distribution if the Holding LP does not have sufficient cash on hand to make the
distribution, the distribution would render the Holding LP insolvent or if, in the opinion of its general partner, the distribution would leave the Holding LP with insufficient funds to
meet any future contingent obligations.

Except
as set forth below, prior to the dissolution of the Holding LP, distributions of available cash (if any) in any given quarter will be made by the Holding LP
as follows, referred to as the Regular Distribution Waterfall:



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Set
forth below is an example of how the incentive distributions described above are calculated on a quarterly and annualized basis. The figures used below are for illustrative purposes
only and are not indicative of Brookfield Infrastructure's expectations.

Quarterly

AnnuallyIncentive Distribution Calculation

Units (m)

Per Unit ($)

Total ($m)

Per Unit ($)

Total ($m)Illustrative distribution




$
0.480




$
1.920First distribution threshold




$
0.305





1.220Total units of Holding LP


210Total first distribution







$
64




$
256Distribution in excess of first distribution threshold




$
0.025




$
0.100Total units of Holding LP


210Second distribution to partners







$
5




$
2015% incentive distribution to the holder of Special Limited Partner Units








1





4Total second distribution







$
6




$
24Distribution in excess of second distribution threshold




$
0.150




$
0.600Total units Holding LP


210Third distribution to partners







$
32




$
12825% incentive distribution to the holder of Special Limited Partner Units








10





40Total third distribution







$
42




$
168Total distributions to partners (including incentive distributions)







$
112




$
448Total incentive distributions tothe holder of Special Limited Partner Units







$
11




$
44


The
table below sets forth the incentive distributions for the years ended December 31, 2013, 2012 and 2011 paid to Infrastructure Special LP (prior to its
re-classification on March 28, 2014 as the Special Limited Partner).

Year ended December 31MILLIONS

2013

2012

2011Incentive Distributions

$
31

$
16

$
4


If,
prior to the dissolution of the Holding LP, available cash is deemed by its general partner, in its sole discretion, to be (i) attributable to sales or other
dispositions of the Holding LP's assets and (ii) representative of unrecovered capital, then such available cash shall be distributed to the partners of the Holding LP in
proportion to the unreturned capital attributable to the Holding LP's partnership interests held by the partners until such time as the unreturned capital attributable to each such partnership
interest is equal to zero. Thereafter, distributions of available cash made by the Holding LP (to the extent made prior to dissolution) will be made in accordance with the Regular
Distribution Waterfall.

Upon
the occurrence of an event resulting in the dissolution of the Holding LP, all cash and property of the Holding LP in excess of that required to discharge the
Holding LP's liabilities will be distributed as follows: (i) to the extent such cash and/or property is attributable to a realization event occurring prior to the event of dissolution,
such cash and/or property will be distributed in accordance

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with
the Regular Distribution Waterfall and/or the distribution waterfall applicable to unrecovered capital; and (ii) all other cash and/or property will be distributed in the manner set
forth below.



Each
partner's percentage interest is determined by the relative portion of all outstanding partnership interests held by that partner from time to time and is adjusted upon and to
reflect the issuance of additional partnership interests of the Holding LP. In addition, the unreturned capital attributable to each of the partnership interests, as well as certain of the
distribution thresholds set forth above, may be adjusted pursuant to the terms of the limited partnership agreement of the Holding LP so as to ensure the uniformity of the economic rights and
entitlements of (i) the previously outstanding
partnership interests of the Holding LP, and (ii) the subsequently issued partnership interests of the Holding LP.

The
limited partnership agreement of the Holding LP provides that, to the extent that any Holding Entity or any operating entity pays to Brookfield any comparable performance or
incentive distribution, the amount of any incentive distributions paid to the Special Limited Partner in accordance with the distribution entitlements described above will be reduced in an equitable
manner to avoid duplication of distributions.

The
Special Limited Partner may elect, at its sole discretion, to reinvest incentive distributions in Redeemable Partnership Units.

No Management or Control

The Holding LP's limited partners, in their capacities as such, may not take part in the management or control of the activities
and affairs of the Holding LP and do not have any right or

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authority
to act for or to bind the Holding LP or to take part or interfere in the conduct or management of the Holding LP.

Limited
partners are not entitled to vote on matters relating to the Holding LP, although holders of units are entitled to consent to certain matters as described under
"Amendment of the Holding LP's Limited Partnership Agreement," "Opinion of Counsel and Limited Partner Approval," "Merger, Sale or Other Disposition of
Assets," and "Withdrawal of the General Partner" which may be effected only with the consent of the holders of the percentages of outstanding units specified below. For the purposes of
any approval required from holders of the Holding LP's units, if holders of Redeemable Partnership Units are entitled to vote, they will be entitled to one vote per unit held subject to a
maximum number of votes equal to 49% of the total number of units of the Holding LP then issued and outstanding. Each unit shall entitle the holder thereof to one vote for the purposes of any
approvals of holders of units.

Meetings

Special meetings of the limited partners of the Holding LP may be called by its general partner at a time and place outside of
Canada determined by it on a date not less than 10 days nor more than 60 days after the mailing of notice of the meeting. Special meetings of the limited partners may also be called by
limited partners owning 50% or more of the voting power of the outstanding partnership interests of the class or classes for which a meeting is proposed. For this purpose, the partnership interests
outstanding do not include partnership interests owned by its general partner or Brookfield. Only holders of partnership interests of the Holding LP of record on the date set by its general
partner (which may not be less than 10 days nor more than 60 days, before the meeting) are entitled to notice of any meeting.

Amendment of the Holding LP's Limited Partnership Agreement

Amendments to the Holding LP's limited partnership agreement may be proposed only by or with the consent of its general partner.
To adopt a proposed amendment, other than the amendments that do not require limited partner approval discussed below, the general partner must seek approval of a majority of the Holding LP's
outstanding units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment.

Prohibited Amendments

No amendment may be made that would:



The
provision of the Holding LP's limited partnership agreement preventing the amendments having the effects described directly above can be amended upon the approval of the
holders of at least 90% of the outstanding units.

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No Limited Partner Approval

Subject to applicable law, the general partner may generally make amendments to the Holding LP's limited partnership agreement
without the approval of any limited partner to reflect:



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In
addition, amendments to the Holding LP's limited partnership agreement may be made by its general partner without the approval of any limited partner if those amendments, in
the discretion of the general partner:



Opinion of Counsel and Limited Partner Approval

The general partner of the Holding LP will not be required to obtain an opinion of counsel that an amendment will not result in
a loss of limited liability to the limited partners if one of the amendments described above under "No Limited Partner Approval" should occur. No other amendments to the
Holding LP's limited partnership agreement (other than an amendment pursuant to a merger, sale or other disposition of assets effected in accordance with the Holding LP's limited
partnership agreement) will become effective without the approval of holders of at least 90% of the Holding LP's units, unless it obtains an opinion of counsel to the effect that the amendment
will not cause the Holding LP to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes its general
partner has not made the election described below under "Election to be Treated as a Corporation"), or affect the limited liability under the Bermuda Limited Partnership Act of any of the
Holding LP's limited partners.

In
addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of partnership interests in relation to
other classes of partnership interests will also require the approval of the holders of at least a majority of the outstanding partnership interests of the class so affected.

In
addition, any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of limited partners whose aggregate outstanding voting
units constitute not less than the voting requirement sought to be reduced.

Election to be Treated as a Corporation

If, in the determination of its general partner, it is no longer in the Holding LP's best interests to continue as a partnership
for U.S. federal income tax purposes, the general partner may elect to treat the Holding LP as an association or as a publicly traded partnership taxable as a corporation for
U.S. federal (and applicable state) income tax purposes.

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Dissolution

The Holding LP shall dissolve and its affairs shall be wound up, upon the earlier of (i) the service of notice by its
general partner, with the approval of a majority of the members of the independent directors of our Managing General Partner, that, in the opinion of the general partner, the coming into force of any
law, regulation or binding authority renders illegal or impracticable the continuation of the Holding LP; (ii) the election of its general partner if the Holding LP, as determined
by its general partner, is required to register as an "investment company" under the Investment Company Act or similar legislation in other jurisdictions; (iii) the date that its general
partner withdraws from the partnership (unless Brookfield becomes the general partner of the Holding LP as described below under "Withdrawal of the General Partner");
(iv) the date on which any court of competent jurisdiction enters a decree of judicial dissolution of the Holding LP or an order to wind up or liquidate its general partner without the
appointment of a successor; and (v) the date on which its general partner decides to dispose of, or otherwise realize proceeds in respect of, all or substantially all of the Holding LP's
assets in a single transaction or series of transactions.

The
Holding LP shall not dissolve if within 30 days of the date of dissolution (and provided that a notice of dissolution with respect to the Holding LP has
not been filed with the Bermuda Monetary Authority), a successor general partner executes a transfer deed pursuant to which the successor general partner assumes the rights and undertakes the
obligations of the original general partner, but only if the Holding LP receives an opinion of counsel that the admission of a new general partner will not result in the loss of limited
liability of any limited partner of the Holding LP.

Withdrawal of the General Partner

Our partnership may withdraw as general partner without first obtaining approval of unitholders by giving 90 days advance
notice, and that withdrawal will not constitute a violation of the limited partnership agreement.

Upon
the withdrawal of our partnership, the holders of a majority of the voting power of Special Limited Partner Units may select a successor to our partnership to act as general
partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability, tax matters and the Investment Company Act (and similar legislation in other
jurisdictions) cannot be obtained, the Holding LP will be dissolved, wound up and liquidated. See "Dissolution" above.

Our
partnership may not be removed as general partner by the partners of Holding LP.

In
the event of withdrawal of our partnership as the general partner where that withdrawal violates the Holding LP's limited partnership agreement, a successor general partner
will have the option to purchase the general partnership interest of the our partnership for a cash payment equal to its fair market value. Under all other circumstances where our partnership
withdraws, our partnership will have the option to require the successor general partner to purchase the general partnership interest of our partnership for a cash payment equal to its fair market
value. In each case, this fair market value will be determined by agreement between our partnership and the successor general partner. If no agreement is reached within 30 days of our
partnership's departure, an independent investment banking firm or other independent expert selected by our partnership and the successor general partner will determine the fair market value. If our
partnership and the successor general partner cannot agree upon an expert within 45 days of our partnership's departure, then an expert chosen by agreement of the experts selected by each of
them will determine the fair market value.

If
the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner's general partnership interests
will automatically convert into either Special Limited Partner Units or Redeemable Partnership Units

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pursuant
to a valuation of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph.

Transfer of the General Partnership Interest

Our partnership may transfer all or any part of its general partnership interests without first obtaining approval of any unitholder.
As a condition of this transfer, the transferee must assume the rights and duties of the general partner to whose interest that transferee has succeeded, agree to be bound by the provisions of the
Holding LP's limited partnership agreement and furnish an opinion of counsel regarding limited liability, tax matters and the Investment Company Act (and similar legislation in other
jurisdictions). Any transfer of the general partnership interest is subject to prior notice to and approval of the relevant Bermuda regulatory authority.

Transactions with Interested Parties

The general partner of the Holding LP and its respective partners, members, shareholders, directors, officers, employees and
shareholders, which we refer to as "interested parties", may become limited partners or beneficially interested in limited partners and may hold, dispose of or otherwise deal with units of the
Holding LP with the same rights they would have if the general partner of the Holding LP were not a party to the limited partnership agreement of the Holding LP. An interested
party will not be liable to account either to other interested parties or to the Holding LP, its partners or any other persons for any profits or benefits made or derived by or in connection
with any such transaction.

The
limited partnership agreement of the Holding LP permits an interested party to sell investments to, purchase assets from, vest assets in and enter into any contract,
arrangement or transaction with the Holding LP, any of the Holding Entities, any operating entity or any other holding vehicle established by the Holding LP and may be interested in any
such contract, transaction or arrangement and shall not be liable to account either to the Holding LP, any of the Holding Entities, any operating entity or any other holding vehicle established
by the Holding LP or any other person in respect of any such contract, transaction or arrangement, or any benefits or profits made or derived therefrom, by virtue only of the relationship
between the parties concerned, subject to our conflicts protocol.

Outside Activities of the General Partner

In accordance with our limited partnership agreement, our partnership is authorized to: acquire and hold interests in the
Holding LP and, subject to the approval of our Managing General Partner, interests in any other entity; engage in any activity related to the
capitalization and financing of our partnership's interests in such entities; serve as the managing general partner of the Holding LP; and engage in any other activity that is incidental to or
in furtherance of the foregoing and that is approved by our Managing General Partner and that lawfully may be conducted by a limited partnership organized under the Bermuda Limited Partnership Act,
the Bermuda Exempted Partnerships Act, and our limited partnership agreement.

The
Holding LP's limited partnership agreement provides that each person who is entitled to be indemnified by the partnership, as described below under
"Indemnification; Limitations on Liability" will have the right to engage in businesses of every type and description and other activities for profit, and to engage in and possess
interests in business ventures of any and every type or description, irrespective of whether (i) such businesses and activities are similar to our activities, or (ii) such businesses and
activities directly compete with, or disfavor or exclude, the Holding LP, its general partner, any Holding Entity, operating entity, or any other holding vehicle established by the
Holding LP. Such business interests, activities and engagements will be deemed not to constitute a

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breach
of the limited partnership agreement or any duties stated or implied by law or equity, including fiduciary duties, owed to any of the Holding LP, its general partner, any Holding Entity,
operating entity, and any other holding vehicle established by the Holding LP (or any of their respective investors), and shall be deemed not to be a breach of its general partner's
fiduciary duties or any other obligation of any type whatsoever of the general partner. None of the Holding LP, its general partner, any Holding Entity, operating entity, any other holding
vehicle established by the Holding LP or any other person shall have any rights by virtue of the Holding LP's limited partnership agreement or the partnership relationship established
thereby or otherwise in any business ventures of any person who is entitled to be indemnified by the Holding LP as described below under "Indemnification; Limitations
on Liability."

Our
partnership and the other indemnified persons described in the preceding paragraph will not have any obligation under the Holding LP's limited partnership agreement or as a
result of any duties stated or implied by law or equity, including fiduciary duties, to present business or investment opportunities to the Holding LP, any Holding Entity, operating entity, or
any other holding vehicle established by the Holding LP. These provisions will not affect any obligation of such indemnified person to present business or investment opportunities to the
Holding LP, any Holding Entity, operating entity or any other holding vehicle established by the Holding LP pursuant to a separate written agreement between such persons.

Account Reports

The Holding LP prepares its financial statements in accordance with IFRS. See also the information contained in this annual
report on Form 20-F under Item 10.B "Memorandum and Articles of AssociationDescription of Our Units and Our Limited Partnership AgreementAccounts, Reports and
Other Information".

The
general partner of the Holding LP is also required to use commercially reasonable efforts to prepare and send to the Holding LP's limited partners on an annual basis,
additional information regarding the Holding LP, including Schedule K-1 (or equivalent) and information related to the passive foreign investment company status of any
non-U.S. corporation that we control and, where reasonably possible, any other non-U.S. corporation in which we hold an interest. The general partner of the Holding LP will also,
where reasonably possible, prepare and send information required by the Holding LP's non-U.S. limited partners for U.S. federal income tax reporting purposes, including
information related to investments in "U.S. real property interests," as that term is defined in Section 897 of the U.S. Internal Revenue Code. The general partner will also,
where reasonably possible and applicable, prepare and send information required by the Holding LP's limited partners for Canadian federal income tax purposes.

Indemnification; Limitations on Liability

Under the Holding LP's limited partnership agreement, it is required to indemnify to the fullest extent permitted by law its
general partner, and any of its respective affiliates (and their respective officers, directors, agents, shareholders, partners, members and employees), any person who serves on a governing
body of the Holding LP, a Holding Entity, operating entity or any other holding vehicle established by our partnership and any other person designated by its general partner as an indemnified
person, in each case, against all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings, incurred by an indemnified person in connection with its business, investments and activities or by reason of their holding
such positions, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person's bad faith, fraud or willful
misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful.

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In addition,
under the Holding LP's limited partnership agreement, (i) the liability of such persons has been limited to the fullest extent permitted by law, except to the extent
that their conduct involves bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful and (ii) any matter that
is approved by the independent directors will not constitute a breach of any duties stated or implied by law or equity, including fiduciary duties. The Holding LP's limited partnership
agreement requires it to advance funds to pay the expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is determined that the indemnified
person is not entitled to indemnification.

Governing Law

The Holding LP's limited partnership agreement is governed by and will be construed in accordance with the laws
of Bermuda.

10.C    MATERIAL CONTRACTS

The following are the only material contracts, other than contracts entered into in the ordinary course of business, to which we have
been a party within the past two years:



10.D    EXCHANGE CONTROLS

There are currently no governmental laws, decrees, regulations or other legislation of Bermuda or the United States which
restrict the import or export of capital or the remittance of dividends, interest or other payments to non-residents of Bermuda or the United States holding the Company's securities, except as
otherwise described in this annual report on Form 20-F under Item 10.E "Taxation."

10.E    TAXATION

The following summary discusses certain material United States, Canadian, Australian and Bermudian tax considerations related to
the holding and disposition of our units as of the date hereof. Holders of our units are advised to consult their own tax advisors concerning the consequences under the tax laws of the country of
which they are resident or in which they are otherwise subject to tax of making an investment in our units.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

This summary discusses certain material United States federal income tax considerations to unitholders relating to the receipt,
holding, and disposition of our units as of the date hereof. This summary is based on provisions of the U.S. Internal Revenue Code, on the regulations promulgated thereunder ("Treasury
Regulations"), and on published administrative rulings, judicial decisions, and other applicable authorities, all as in effect on the date hereof and all of which are subject to change at

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any
time, possibly with retroactive effect. This summary is necessarily general and may not apply to all categories of investors, some of whom may be subject to special rules, including, without
limitation, persons that own (directly or indirectly, applying certain attribution rules) 5% or more of our units, dealers in securities or currencies, financial institutions or financial services
entities, mutual funds, life insurance companies, persons that hold our units as part of a straddle, hedge, constructive sale or conversion transaction with other investments, persons whose units are
loaned to a short seller to cover a short sale of units, persons whose functional currency is not the U.S. dollar, persons who have elected mark-to-market accounting, persons who hold our units
through a partnership or other entity treated as a pass-through entity for U.S. federal income tax purposes, persons for whom our units are not a capital asset, persons who are liable for the
alternative minimum tax, and certain U.S. expatriates or former long-term residents of the United States. Tax-exempt organizations are addressed separately below. The actual tax
consequences of the ownership and disposition of our units will vary depending on your individual circumstances.

For
purposes of this discussion, a "U.S. Holder" is a beneficial owner of one or more of our units that is for U.S. federal tax purposes: (i) an individual citizen
or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source;
or (iv) a trust (a) that is subject to the primary supervision of a court within the United States and all substantial decisions of which one or more U.S. persons have the
authority to control or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

A
"Non-U.S. Holder" is a beneficial owner of one or more of our units, other than a U.S. Holder or an entity classified as a partnership or other fiscally transparent
entity for U.S. federal tax purposes.

If
a partnership holds our units, the tax treatment of a partner of such partnership generally will depend upon the status of the partner and the activities of the partnership. Partners
of partnerships that hold our units should consult their own tax advisers.

This discussion does not constitute tax advice and is not intended to be a substitute for tax planning. You should consult your own tax adviser concerning the
U.S. federal, state and local income tax consequences particular to your ownership and disposition of our units, as well as any tax consequences under the laws of any other taxing
jurisdiction.

Partnership Status of Our Partnership and the Holding LP

Each of our partnership and the Holding LP has made a protective election to be classified as a partnership for
U.S. federal tax purposes. An entity that is treated as a partnership for U.S. federal tax purposes incurs no U.S. federal income tax liability. Instead, each partner is required
to take into account its allocable share of items of income, gain, loss, deduction, or credit of the partnership in computing its U.S. federal income tax liability, regardless of whether cash
distributions are made. Distributions of cash by a partnership to a partner generally are not taxable unless the amount of cash distributed to a partner is in excess of the partner's adjusted basis in
its partnership interest.

An
entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a "publicly traded
partnership", unless an exception applies. Our partnership will be publicly traded. However, an exception, referred to as the "Qualifying Income Exception", exists with respect to a publicly traded
partnership if (i) at least 90% of such partnership's gross income for every taxable year consists of "qualifying income" and (ii) the partnership would not be required to register under
the Investment Company Act if it were a U.S. corporation. Qualifying income includes certain interest income, dividends, real property rents, gains from the sale or other disposition of real
property, and any gain from the sale or disposition of a

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capital
asset or other property held for the production of income that otherwise constitutes qualifying income.

Our
Managing General Partner intends to manage the affairs of our partnership and the Holding LP so that our partnership will meet the Qualifying Income Exception in each taxable
year. Accordingly, our
Managing General Partner believes that our partnership will be treated as a partnership and not as a corporation for U.S. federal income tax purposes.

If
our partnership fails to meet the Qualifying Income Exception, other than a failure which is determined by the IRS to be inadvertent and which is cured within a reasonable time after
discovery, or if our partnership is required to register under the Investment Company Act, our partnership will be treated as if it had transferred all of its assets, subject to liabilities, to a
newly formed corporation, on the first day of the year in which our partnership fails to meet the Qualifying Income Exception, in return for stock in such corporation, and then distributed the stock
to our unitholders in liquidation. This deemed contribution and liquidation likely would result in the recognition of gain (but not loss) to U.S. Holders, except that U.S. Holders
generally would not recognize the portion of such gain attributable to stock or securities of non-U.S. corporations held by us. If, at the time of such contribution, our partnership were to
have liabilities in excess of the tax basis of its assets, U.S. Holders generally would recognize gain in respect of such excess liabilities upon the deemed transfer. Thereafter, our
partnership would be treated as a corporation for U.S. federal income tax purposes.

If
our partnership were treated as a corporation in any taxable year, either as a result of a failure to meet the Qualifying Income Exception or otherwise, our partnership's items of
income, gain, loss, deduction, or credit would be reflected only on our partnership's tax return rather than being passed through to our unitholders, and our partnership would be subject to
U.S. corporate income tax and potentially branch profits tax with respect to its income, if any, effectively connected with a U.S. trade or business. Moreover, under certain
circumstances, our partnership might be classified as a PFIC, for U.S. federal income tax purposes, and a U.S. Holder would be subject to the rules applicable to PFICs discussed below.
See "Consequences to U.S. HoldersPassive Foreign Investment Companies". Subject to the PFIC rules, distributions made to U.S. Holders would be treated as
taxable dividend income to the extent of our partnership's current or accumulated earnings and profits. Any distribution in excess of current and accumulated earnings and profits would first be
treated as a tax-free return of capital to the extent of a U.S. Holder's adjusted tax basis in its units. Thereafter, to the extent such distribution were to exceed a U.S. Holder's
adjusted tax basis in its units, the distribution would be treated as gain from the sale or exchange of such units. The amount of a distribution treated as a dividend could be eligible for reduced
rates of taxation, provided certain conditions are met. In addition, dividends, interest and certain other passive income received by our partnership with respect to U.S. investments generally
would be subject to U.S. withholding tax at a rate of 30% (although certain Non-U.S. Holders nevertheless might be entitled to certain treaty benefits in respect of their allocable share
of such income) and U.S. Holders would not be allowed a tax credit with respect to any such tax withheld. In addition, the "portfolio interest" exemption would not apply to certain interest
income of our partnership (although certain Non-U.S. Holders nevertheless might be entitled to certain treaty benefits in respect of their allocable share of such income). In addition to the
foregoing consequences, if our partnership were treated as a corporation for U.S. federal income tax purposes, and, as of the time of conversion from partnership status to corporate status, the
value of our partnership's U.S. assets were to equal or exceed 60% of the value of our partnership's total assets, some or all of the net income recognized by our partnership subsequent to such
conversion would be subject to U.S. corporate income tax. Our Managing General Partner believes that our partnership's U.S. assets currently do not equal or exceed such thresholds, but
no assurance can be provided that such thresholds will not be exceeded in the future.

Based
on the foregoing consequences, the treatment of our partnership as a corporation could materially reduce a holder's after-tax return and therefore could result in a substantial
reduction of the

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value
of our units. If the Holding LP were to be treated as a corporation for U.S. federal income tax purposes, consequences similar to those described above would apply.

The
remainder of this summary assumes that our partnership and the Holding LP will be treated as partnerships for U.S. federal tax purposes. Our partnership expects that a
substantial portion of the items of income, gain, deduction, loss, or credit realized by our partnership will be realized in the first instance by the Holding LP and allocated to our
partnership for reallocation to our unitholders. Unless otherwise specified, references in this section to realization of our partnership's items of income, gain, loss, deduction, or credit include a
realization of such items by the Holding LP and the allocation of such items to our partnership.

Proposed Legislation

Over the past several years, a number of legislative proposals have been considered by the U.S. Congress which could have had
adverse tax consequences for our partnership and its unitholders. Most recently, Representative Camp, Chairman of the Ways and Means Committee of the U.S. House of Representatives, released a
discussion draft of proposed legislation that would, among other things, prevent our partnership from qualifying for treatment as a partnership for U.S. federal tax purposes for taxable years
beginning after 2016. If Chairman Camp's proposal were to be enacted into law, or any other change in the tax laws or their interpretation were to prevent our partnership from qualifying for treatment
as a partnership for U.S. federal tax purposes under the publicly traded partnership rules, then our partnership could be classified as a corporation for U.S. federal tax purposes. Such
classification could have adverse tax consequences to our unitholders, as described above under "Partnership Status of Our Partnership and the Holding LP".

It
remains unclear whether any legislation similar to the proposed legislation described above will be enacted by the U.S. Congress and, if enacted, whether such legislation would
affect an investment in our partnership. You should consult your own tax adviser as to the potential effect of any proposed or future legislation on an investment in our partnership.

The
remainder of this discussion is based on current law without regard to the proposed legislation described above.

Consequences to U.S. Holders

Holding of Our Units

Income and Loss.If you are a U.S. Holder, you will be required to take into account, as described below, your allocable
share of our
partnership's items of income, gain, loss, deduction, and credit for each of our partnership's taxable years ending with or within your taxable year. Each item generally will have the same character
and source as though you had realized the item directly. You must report such items without regard to whether any distribution has been or will be received from our partnership. Our partnership
intends to make cash distributions to all unitholders on a quarterly basis in amounts generally expected to be sufficient to permit U.S. Holders to fund their estimated U.S. tax
obligations (including U.S. federal, state, and local income taxes) with respect to their allocable shares of our partnership's net income or gain. However, based upon your particular tax
situation and simplifying assumptions that our partnership will make in determining the amount of such distributions, and depending upon whether you elect to reinvest such distributions pursuant to
the distribution reinvestment plan, your tax liability might exceed cash distributions made to you, in which case any tax liabilities arising from your ownership of our units would need to be
satisfied from your own funds.

With
respect to U.S. Holders who are individuals, certain dividends paid by a corporation (including certain qualified foreign corporations) to our partnership and that are
allocable to such U.S. Holders may qualify for reduced rates of taxation. A qualified foreign corporation includes a

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foreign
corporation that is eligible for the benefits of specified income tax treaties with the United States. In addition, a foreign corporation is treated as a qualified corporation with
respect to its shares that are readily tradable on an established securities market in the United States. Among other exceptions, U.S. Holders who are individuals will not be eligible
for reduced rates of taxation on any dividends if the payer is a PFIC for the taxable year in which such dividends are paid or for the
preceding taxable year. Dividends received by non-corporate U.S. Holders may be subject to an additional Medicare tax on unearned income of 3.8% (see "Medicare Tax" below).
U.S. Holders that are corporations may be entitled to a "dividends received deduction" in respect of dividends paid by U.S. corporations in which our partnership (through the
Holding LP) owns stock. You should consult your own tax adviser regarding the application of the foregoing rules in light of your particular circumstances.

For
U.S. federal income tax purposes, your allocable share of our partnership's items of income, gain, loss, deduction, or credit will be governed by our Limited Partnership
Agreement if such allocations have "substantial economic effect" or are determined to be in accordance with your interest in our partnership. Similarly, our partnership's allocable share of items of
income, gain, loss, deduction, or credit of the Holding LP will be governed by the limited partnership agreement of the Holding LP if such allocations have "substantial economic effect"
or are determined to be in accordance with our partnership's interest in the Holding LP. Our Managing General Partner believes that, for U.S. federal income tax purposes, such
allocations should be given effect, and our Managing General Partner intends to prepare and file tax returns based on such allocations. If the IRS were to successfully challenge the allocations made
pursuant to either our limited partnership agreement or the Limited Partnership Agreement of the Holding LP, then the resulting allocations for U.S. federal income tax purposes might be
less favorable than the allocations set forth in such agreements.

Basis.You will have an initial tax basis in your units equal to the sum of (i) the amount of cash paid for our units (or,
if you received
your units pursuant to the spin-off, the amount of dividend income you recognized pursuant to the spin-off) and (ii) your share of our partnership's liabilities, if any. That basis will be
increased by your share of our partnership's income and by increases in your share of our partnership's liabilities, if any. That basis will be decreased, but not below zero, by distributions you
receive from our partnership, by your share of our partnership's losses, and by any decrease in your share of our partnership's liabilities. Under applicable U.S. federal income tax rules, a
partner in a partnership has a single, or "unitary", tax basis in his or her partnership interest. As a result, any amount you pay to acquire additional units (including through the distribution
reinvestment plan) will be averaged with the adjusted tax basis of units owned by you prior to the acquisition of such additional units.

For
purposes of the foregoing rules, the rules discussed immediately below, and the rules applicable to a sale or exchange of our units, our partnership's liabilities generally will
include our partnership's share of any liabilities of the Holding LP.

Limits on Deductions for Losses and Expenses.Your deduction of your allocable share of our partnership's losses will be limited
to your tax basis in
our units and, if you are an individual or a corporate holder that is subject to the "at risk" rules, to the amount for which you are considered to be "at risk" with respect to our partnership's
activities, if that is less than your tax basis. In general, you will be at risk to the extent of your tax basis in our units, reduced by (i) the portion of that basis attributable to your
share of our partnership's liabilities for which you will not be personally liable (excluding certain
qualified non-recourse financing) and (ii) any amount of money you borrow to acquire or hold our units, if the lender of those borrowed funds owns an interest in our partnership, is related to
you, or can look only to your units for repayment. Your at-risk amount generally will increase by your allocable share of our partnership's income and gain and decrease by cash distributions you
receive from our partnership and your allocable share of losses and deductions. You must recapture losses deducted in previous years to the extent that distributions cause your at-risk

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amount
to be less than zero at the end of any taxable year. Losses disallowed or recaptured as a result of these limitations will carry forward and will be allowable to the extent that your tax basis
or at-risk amount, whichever is the limiting factor, subsequently increases. Upon the taxable disposition of our units, any gain recognized by you can be offset by losses that were previously
suspended by the at-risk limitation, but may not be offset by losses suspended by the basis limitation. Any excess loss above the gain previously suspended by the at-risk or basis limitations may no
longer be used. You should consult your own tax adviser as to the effects of the at-risk rules.

Limitations on Deductibility of Organizational Expenses and Syndication Fees.In general, neither our partnership nor any
U.S. Holder may
deduct organizational or syndication expenses. Similar rules apply to organizational or syndication expenses incurred by the Holding LP. Syndication fees (which would include any sales or
placement fees or commissions) must be capitalized and cannot be amortized or otherwise deducted.

Limitations on Interest Deductions.Your share of our partnership's interest expense is likely to be treated as "investment
interest" expense. For a
non-corporate U.S. Holder, the deductibility of "investment interest" expense generally is limited to the amount of such holder's "net investment income". Your share of our partnership's
dividend and interest income will be treated as investment income, although "qualified dividend income" subject to reduced rates of tax in the hands of an individual will only be treated as investment
income if such individual elects to treat such dividend as ordinary income not subject to reduced rates of tax. In addition, state and local tax laws may disallow deductions for your share of our
partnership's interest expense.

Net
investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules, less deductible expenses, other than
interest, directly connected with the production of investment income, but generally does not include gains attributable to the disposition of property held for investment.

Deductibility of Partnership Investment Expenditures by Individual Partners and by Trusts and Estates.Subject to certain
exceptions, all
miscellaneous itemized deductions of an individual taxpayer, and certain of such deductions of an estate or trust, are deductible only to the extent that such deductions exceed 2% of the taxpayer's
adjusted gross income. In addition, the otherwise allowable itemized deductions of individuals whose gross income exceeds an applicable threshold amount are subject to reduction by an amount equal to
the lesser of (i) 3% of the excess of the individual's adjusted gross income over the threshold amount and (ii) 80% of the amount of the individual's itemized deductions. The operating
expenses of our partnership, including our partnership's allocable share of the base management fee or any other management fees, may be treated as miscellaneous itemized deductions subject to the
foregoing rule. Accordingly, if you are a non-corporate U.S. Holder, you should consult your own tax adviser regarding the application of these limitations.

Treatment of Distributions

Distributions of cash by our partnership generally will not be taxable to you to the extent of your adjusted tax basis (described
above) in our units. Any cash distributions in excess of your adjusted tax basis generally will be considered to be gain from the sale or exchange of our units (described below). Such gain generally
will be treated as capital gain and will be long-term capital gain if your holding period for our units exceeds one year. A reduction in your allocable share of our liabilities, and certain
distributions of marketable securities by our partnership, if any, will be treated similar to cash distributions for U.S. federal income tax purposes.

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Sale or Exchange of Our Units

You will recognize gain or loss on the sale or taxable exchange of our units equal to the difference, if any, between the amount
realized and your tax basis in our units sold or exchanged. Your amount realized will be measured by the sum of the cash or the fair market value of other property received plus your share of our
partnership's liabilities, if any.

Gain
or loss recognized by you upon the sale or exchange of our units generally will be taxable as capital gain or loss and will be long-term capital gain or loss if our units were held
for more than one year as of the date of such sale or exchange. Assuming you have not elected to treat your share of our partnership's investment in any PFIC as a "qualified electing fund", gain
attributable to such investment in a PFIC would be taxable in the manner described below in "Passive Foreign Investment Companies". In addition, certain gain attributable to "unrealized
receivables" or "inventory items" could be characterized as ordinary income rather than capital gain. For example, if our partnership were to hold debt acquired at a market discount, accrued market
discount on such debt would be treated as "unrealized receivables". The deductibility of capital losses is subject to limitations.

Each
U.S. Holder who acquires our units at different times and intends to sell all or a portion of our units within a year of the most recent purchase should consult its own tax
adviser regarding the application of certain "split holding period" rules to such sale and the treatment of any gain or loss as long-term or short-term capital gain or loss.

Medicare Tax

U.S. Holders that are individuals, estates, or trusts may be required to pay a 3.8% Medicare tax on the lesser of (i) the
excess of such U.S. Holders' "modified adjusted gross income" (or "adjusted gross income" in the case of estates and trusts) over certain thresholds and (ii) such
U.S. Holders' "net investment income" (or "undistributed net investment income" in the case of estates and trusts). Net investment income generally includes your allocable share of our
partnership's income, as well as gain realized by you from a sale of our units. Under recently promulgated Treasury Regulations, special rules relating to the 3.8% Medicare tax may apply to dividends
and gain, if any, derived by such U.S. Holders with respect to our partnership's interest in a PFIC. See "Passive Foreign Investment Companies" below. You should consult your own
tax adviser regarding the implications of the 3.8% Medicare tax for your ownership and disposition of our units.

Foreign Tax Credit Limitations

If you are a U.S. Holder, you generally will be entitled to a foreign tax credit with respect to your allocable share of
creditable foreign taxes paid on our partnership's income and gains. Complex rules may, depending on your particular circumstances, limit the availability or use of foreign tax credits. Gain from the
sale of our partnership's investments may be treated as U.S.-source gain. Consequently, you may not be able to use the foreign tax credit arising from any foreign taxes imposed on such gain unless the
credit can be applied (subject to applicable limitations) against U.S. tax due on other income treated as derived from foreign sources. Certain losses that our partnership incurs may be treated
as foreign-source losses, which could reduce the amount of foreign tax credits otherwise available.

Section 754 Election

Our partnership and the Holding LP have each made the election permitted by Section 754 of the U.S. Internal
Revenue Code ("Section 754 Election"). The Section 754 Election cannot be revoked without the consent of the IRS. The Section 754 Election generally requires our partnership to
adjust the tax basis in its assets, or inside basis, attributable to a transferee of our units under Section 743(b) of the U.S. Internal Revenue Code to reflect the purchase price paid
by the transferee for our units. This election does not apply to a person who purchases units directly from us. For purposes of this

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discussion,
a transferee's inside basis in our partnership's assets will be considered to have two components: (i) the transferee's share of our partnership's tax basis in our partnership's
assets, or common basis, and (ii) the adjustment under Section 743(b) of the U.S. Internal Revenue Code to that basis. The foregoing rules would also apply to the
Holding LP.

Generally,
a Section 754 Election would be advantageous to a transferee U.S. Holder if such holder's tax basis in its units were higher than such units' share of the
aggregate tax basis of our partnership's assets immediately prior to the transfer. In that case, as a result of the Section 754 Election, the transferee U.S. Holder would have a higher
tax basis in its share of our partnership's assets for purposes of calculating, among other items, such holder's share of any gain or loss on a sale of our partnership's assets. Conversely, a
Section 754 Election would be disadvantageous to a transferee U.S. Holder if such holder's tax basis in its units were lower than such units' share of the aggregate tax basis of our
partnership's assets immediately prior to the transfer. Thus, the fair market value of our units may be affected either favorably or adversely by the election.

Whether
or not the Section 754 Election is made, if our units are transferred at a time when our partnership has a "substantial built-in loss" in its assets, our partnership will
be obligated to reduce the tax basis in the portion of such assets attributable to such units.

The
calculations involved in the Section 754 Election are complex, and our Managing General Partner advises that it will make such calculations on the basis of assumptions as to
the value of our partnership assets and other matters. Each U.S. Holder should consult its own tax adviser as to the effects of the Section 754 Election.

Uniformity of Our Units

Because we cannot match transferors and transferees of our units, we must maintain uniformity of the economic and tax characteristics
of our units to a purchaser of our units. In the absence of uniformity, we may be unable to comply fully with a number of U.S. federal income tax requirements. A lack of uniformity can result
from a literal application of certain Treasury Regulations to our partnership's Section 743(b) adjustments, a determination that our partnership's Section 704(c) allocations are
unreasonable, or other reasons. Section 704(c) allocations would be intended to reduce or eliminate the disparity between tax basis and the value of our partnership's assets in certain
circumstances, including on the issuance of additional units. In order to maintain the fungibility of all of our units at all times, we will seek to achieve the uniformity of U.S. tax treatment
for all purchasers of our units which are acquired at the same time and price (irrespective of the identity of the particular seller of our units or the time when our units are issued by our
partnership), through the application of certain tax accounting principles that our Managing General Partner believes are reasonable for our partnership. However, the IRS may disagree with us and may
successfully challenge our application of such tax accounting principles. Any non-uniformity could have a negative impact on the value of our units.

Foreign Currency Gain or Loss

Our partnership's functional currency is the U.S. dollar, and our partnership's income or loss is calculated in
U.S. dollars. It is likely that our partnership will recognize "foreign currency" gain or loss with respect to transactions involving non-U.S. dollar currencies. In general, foreign
currency gain or loss is treated as ordinary income or loss. You should consult your own tax adviser regarding the tax treatment of foreign currency gain or loss.

Passive Foreign Investment Companies

U.S. Holders may be subject to special rules applicable to indirect investments in foreign corporations, including an investment
through our partnership in a PFIC. A PFIC is defined as any

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foreign
corporation with respect to which (after applying certain look-through rules) either (i) 75% or more of its gross income for a taxable year is "passive income" or (ii) 50% or
more of its assets in any taxable year (generally based on the quarterly average of the value of its assets) produce or are held for the production of "passive income". There are no minimum stock
ownership requirements for PFICs. If you hold an interest in a foreign corporation for any taxable year during which the corporation is classified as a PFIC with respect to you, then the corporation
will continue to be classified as a PFIC with respect to you for any subsequent taxable year during which you continue to hold an interest in the corporation, even if the corporation's income or
assets would not cause it to be a PFIC in such subsequent taxable year, unless an exception applies.

Subject
to certain elections described below, any gain on the disposition of stock of a PFIC owned by you indirectly through our partnership, as well as income realized on certain
"excess distributions" by such PFIC, would be treated as though realized ratably over the shorter of your holding period of our units or our partnership's holding period for the PFIC. Such gain or
income generally would be taxable as ordinary income, and dividends paid by the PFIC would not be eligible for the preferential tax rates for dividends paid to non-corporate U.S. Holders. In
addition, an interest charge would apply, based on the tax deemed deferred from prior years. To the extent reasonably practicable, we intend to make distributions of the earnings of each entity we are
able to identify as a PFIC not less frequently than annually so as to minimize the likelihood that you will have excess distributions with respect to any such entity. However, because we cannot assure
that will be the case, and because any gains on a sale of any such entity would remain subject to the PFIC tax regime, we urge you to consider making the elections described below.

If
you were to elect to treat your share of our partnership's interest in a PFIC as a "qualified electing fund" ("QEF Election"), for the first year you were treated as holding
such interest, then in lieu of the tax consequences described in the paragraph immediately above, you would be required to include in income each year a portion of the ordinary earnings and net
capital gains of the PFIC, even if not distributed to our partnership or to you. A QEF Election must be made by you on an entity-by-entity basis. To make a QEF Election, you must, among other things,
(i) obtain a PFIC annual information statement (through an intermediary statement supplied by our partnership) and (ii) prepare and submit IRS Form 8621 with your annual income
tax return. To the extent reasonably practicable, we intend to timely provide you with information related to the PFIC status of each entity we are able to identify as a PFIC, including information
necessary to make a QEF Election with respect to each such entity. Any such election should be made for the first year our partnership holds an interest in such entity or for the first year in which
you hold our units, if later.

Once
you have made a QEF Election for an entity, such election applies to any additional shares of interest in such entity acquired directly or indirectly, including through additional
units acquired after the QEF Election is made (such as units acquired under the distribution reinvestment plan). If you were to make a QEF Election after the first year that you were treated as
holding an interest in a PFIC, the adverse tax consequences relating to PFIC stock would continue to apply with respect to the pre-QEF Election period, unless you were to make a "purging election".
The purging election would create a deemed sale of your previously held share of our partnership's interests in a PFIC. The gain
recognized by the purging election would be subject to the special tax and interest charge rules, which treat the gain as an excess distribution, as described above. As a result of the purging
election, you would have a new basis and holding period in your share of our partnership's interests in the PFIC. U.S. Holders should consult their own tax advisers as to the manner in which
such direct inclusions could affect their allocable share of our partnership's income and their tax basis in our units and the advisability of making a QEF Election or a purging election.

Recently
promulgated Treasury Regulations contain special rules for applying the 3.8% Medicare tax (as described above under "Medicare Tax") to non-corporate
U.S. Holders making QEF Elections. Although the special rules apply to taxable years beginning on or after January 1, 2014, you

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are
permitted to rely on the special rules for taxable years beginning on or after January 1, 2013. Under the special rules, if you are a non-corporate U.S. Holder that has made a QEF
Election with respect to our partnership's interest in a PFIC, then you are permitted to make a special election to treat your share of the ordinary earnings and net capital gains of the PFIC as net
investment income for purposes of the 3.8% Medicare tax. If you do not make this special election, then your share of PFIC distributions generally will be treated as net investment income for purposes
of the 3.8% Medicare tax (to the extent such distributions are made out of the earnings and profits of the PFIC, are not treated as dividends under the QEF rules, and are attributable to
ordinary earnings and net capital gains included in income under the QEF rules in taxable years beginning on or after January 1, 2013). In addition, if you do not make the special election, you
may be required to calculate your basis in our units for purposes of the 3.8% Medicare tax in a manner that differs from the calculation of your basis in our units for U.S. federal income tax
purposes generally. You should consult your own tax adviser regarding the implications of the special election, as well as the other implications of the 3.8% Medicare tax and the recently promulgated
Treasury Regulations for your ownership and disposition of our units.

In
the case of a PFIC that is a publicly traded foreign company, and in lieu of making a QEF Election, an election may be made to "mark to market" the stock of such publicly traded
foreign company on an annual basis. Pursuant to such an election, you would include in each year as ordinary income the excess, if any, of the fair market value of such stock over its adjusted basis
at the end of the taxable year. However, none of the current Holding Entities or operating entities are expected to be publicly traded, although our partnership may in the future acquire interests in
PFICs which are publicly traded foreign companies. Thus the mark-to-market election is not expected to be available to any U.S. Holder in respect of its indirect ownership interest in any of
the current Holding Entities or operating entities.

Based
on our organizational structure, as well as our expected income and assets, our Managing General Partner currently believes that a U.S. Holder is unlikely to be regarded as
owning an interest in a PFIC solely by reason of owning our units for the taxable year ending December 31, 2014. However, our Managing General Partner believes that some of our operating
entities may have been PFICs in
prior taxable years. In addition, we may decide to hold an existing or future operating entity through a Holding Entity that would be a PFIC in order to ensure that our partnership satisfies the
Qualifying Income Exception. See "Investment Structure", below. Accordingly, there can be no assurance that a current or future investment will not qualify as a PFIC.

Recently
enacted U.S. legislation requires each U.S. person who directly or indirectly owns an interest in a PFIC to file an annual report with the IRS, and failure to file
such report could result in the imposition of penalties on such U.S. person and in the extension of the statute of limitations with respect to federal income tax returns filed by such
U.S. person. You should consult your own tax adviser regarding the PFIC rules, including the potential effect of this legislation on your filing requirements and the advisability of making a
QEF Election, a special election under the recently promulgated Treasury Regulations relating to the 3.8% Medicare tax, or, if applicable, a mark-to-market election, with respect to any PFIC in which
you are treated as owning an interest through our partnership.

Investment Structure

To ensure that our partnership meets the Qualifying Income Exception for publicly traded partnerships (discussed above) and complies
with certain requirements in our Limited Partnership Agreement, our partnership may structure certain investments through an entity classified as a corporation for U.S. federal income tax
purposes. Such investments will be structured as determined in the sole discretion of our Managing General Partner generally to be efficient for our unitholders. However, because our unitholders will
be located in numerous taxing jurisdictions, no assurance can be

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given
that any such investment structure will benefit all our unitholders to the same extent, and such an investment structure might even result in additional tax burdens on some unitholders. As
discussed above, if any such entity were a non-U.S. corporation, it might be considered a PFIC. If any such entity were a U.S. corporation, it would be subject to U.S. federal net
income tax on its income, including any gain recognized on the disposition of its investments. In addition, if the investment were to involve U.S. real property, gain recognized on the
disposition of the investment by a corporation generally would be subject to corporate-level tax, whether the corporation were a U.S. or a non-U.S. corporation.

U.S. Withholding Taxes

Although each U.S. Holder is required to provide us with an IRS Form W-9, we nevertheless may be unable to accurately or
timely determine the tax status of our investors for purposes of determining whether U.S. withholding applies to payments made by our partnership to some or all of our unitholders. In such a
case, payments made by our partnership to U.S. Holders might be subject to U.S. "backup" withholding at the applicable rate or other U.S. withholding taxes. You would be able to
treat as a credit your allocable share of any U.S. withholding taxes paid in the taxable year in which such withholding taxes were paid and, as a result, you might be entitled to a refund of
such taxes from the IRS. In the event you transfer or otherwise dispose of some or all of your units, special rules might apply for purposes of determining whether you or the transferee of such units
were subject to U.S. withholding taxes in respect of income allocable to, or distributions made on account of, such units or entitled to refunds of any such taxes withheld. See below
"Administrative MattersCertain Effects of a Transfer of Units". You should consult your own tax adviser regarding the treatment of U.S. withholding taxes.

Transferor/Transferee Allocations

Our partnership may allocate items of income, gain, loss, and deduction using a monthly or other convention, whereby any such items
recognized in a given month by our partnership are allocated to our unitholders as of a specified date of such month. As a result, if you transfer your units, you might be allocated income, gain,
loss, and deduction realized by our partnership after the date of the transfer. Similarly, if you acquire additional units, you might be allocated income, gain, loss, and deduction realized by our
partnership prior to your ownership of such units.

Although
Section 706 of the U.S. Internal Revenue Code generally governs allocations of items of partnership income and deductions between transferors and transferees of
partnership interests, it is not clear that our partnership's allocation method complies with the requirements. If our partnership's convention were not permitted, the IRS might contend that our
partnership's taxable income or losses must be reallocated among our unitholders. If such a contention were sustained, your tax liabilities might be adjusted to your detriment. Our Managing General
Partner is authorized to revise our partnership's method of allocation between transferors and transferees (as well as among investors whose interests otherwise vary during a taxable period).

U.S. Federal Estate Tax Consequences

If our units are included in the gross estate of a U.S. citizen or resident for U.S. federal estate tax purposes, then a
U.S. federal estate tax might be payable in connection with the death of such person. Individual U.S. Holders should consult their own tax advisers concerning the potential
U.S. federal estate tax consequences with respect to our units.

Certain Reporting Requirements

A U.S. Holder who invests more than $100,000 in our partnership may be required to file IRS Form 8865 reporting the
investment with such U.S. Holder's U.S. federal income tax return for the

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year
that includes the date of the investment. You may be subject to substantial penalties if you fail to comply with this and other information reporting requirements with respect to an investment in
our units. You should consult your own tax adviser regarding such reporting requirements.

U.S. Taxation of Tax-Exempt U.S. Holders of Our Units

Income recognized by a U.S. tax-exempt organization is exempt from U.S. federal income tax except to the extent of the
organization's UBTI. UBTI is defined generally as any gross income derived by a tax-exempt organization from an unrelated trade or business that it regularly carries on, less the deductions directly
connected with that trade or business. In addition, income arising from a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) that holds operating
assets or is otherwise engaged in a trade or business generally will constitute UBTI. Notwithstanding the foregoing, UBTI generally does not include any dividend income, interest income, certain other
categories of passive income, or capital gains realized by a tax-exempt organization, so long as such income is not "debt-financed", as discussed below. Our Managing General Partner believes that our
partnership should not be regarded as engaged in a trade or business, and
anticipates that any operating assets held by our partnership will be held through entities that are treated as corporations for U.S. federal income tax purposes.

The
exclusion from UBTI does not apply to income from "debt-financed property", which is treated as UBTI to the extent of the percentage of such income that the average acquisition
indebtedness with respect to the property bears to the average tax basis of the property for the taxable year. If an entity treated as a partnership for U.S. federal income tax purposes incurs
acquisition indebtedness, a tax-exempt partner in such partnership will be deemed to have acquisition indebtedness equal to its allocable portion of such acquisition indebtedness. If any such
indebtedness were used by our partnership or by the Holding LP to acquire property, such property generally would constitute debt-financed property, and any income from or gain from the
disposition of such debt-financed property allocated to a tax-exempt organization generally would constitute UBTI to such tax-exempt organization. In addition, even if such indebtedness were not used
either by our partnership or by the Holding LP to acquire property but were instead used to fund distributions to our unitholders, if a tax-exempt organization subject to taxation in the
United States were to use such proceeds to make an investment outside our partnership, the IRS might assert that such investment constitutes debt-financed property to such unitholder with the
consequences noted above. Our partnership and the Holding LP currently do not have any outstanding indebtedness used to acquire property, and our Managing General Partner does not believe that
our partnership or the Holding LP will generate UBTI attributable to debt-financed property in the future. However, neither our partnership nor the Holding LP is prohibited from
incurring indebtedness, and no assurance can be provided that neither our partnership nor the Holding LP will generate UBTI attributable to debt-financed property in the future. Tax-exempt
U.S. Holders should consult their own tax advisers regarding the tax consequences of an investment in our units.

Consequences to Non-U.S. Holders

Our Managing General Partner intends to use commercially reasonable efforts to structure the activities of our partnership and the
Holding LP, respectively, to avoid the realization by our partnership and the Holding LP, respectively, of income treated as effectively connected with a U.S. trade or business,
including effectively connected income attributable to the sale of a "United States real property interest", as defined in the U.S. Internal Revenue Code. Specifically, our partnership
intends not to make an investment, whether directly or through an entity which would be treated as a partnership for U.S. federal income tax purposes, if our Managing General Partner believes
at the time of such investment that such investment would generate income treated as effectively connected with a U.S. trade or business. If, as anticipated, our partnership is not treated as

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engaged
in a U.S. trade or business or as deriving income which is treated as effectively connected with a U.S. trade or business, and provided that a Non-U.S. Holder is not
itself engaged in a U.S. trade or business, then such Non-U.S. Holder generally will not be subject to U.S. tax return filing requirements solely as a result of owning our units
and generally will not be subject to U.S. federal income tax on its allocable share of our partnership's interest and dividends from non-U.S. sources or gain from the sale or other
disposition of securities or real property located outside of the United States.

However,
there can be no assurance that the law will not change or that the IRS will not deem our partnership to be engaged in a U.S. trade or business. If, contrary to our
Managing General Partner's expectations, our partnership is treated as engaged in a U.S. trade or business, then a Non-U.S. Holder generally would be required to file a
U.S. federal income tax return, even if no effectively connected income were allocable to it. If our partnership were to have income treated as effectively connected with a U.S. trade or
business, then a Non-U.S. Holder would be required to report that income and would be subject to U.S. federal income tax at the regular graduated rates. In addition, our partnership
might be required to withhold U.S. federal income tax on such Non-U.S. Holder's distributive share of such income. A corporate Non-U.S. Holder might also be subject to branch
profits tax at a rate of 30%, or at a lower treaty rate, if applicable. Finally, if our partnership were treated as engaged in a U.S. trade or business, a portion of any gain realized by a
Non-U.S. Holder upon the sale or exchange of its units could be treated as income effectively connected with a U.S. trade or business and therefore subject to U.S. federal income
tax at the regular graduated rates.

In
general, even if our partnership is not engaged in a U.S. trade or business, and assuming you are not otherwise engaged in a U.S. trade or business, you will nonetheless
be subject to a withholding tax of 30% on the gross amount of certain U.S.-source income which is not effectively connected with a U.S. trade or business. Income subjected to such a flat tax
rate is income of a fixed or determinable annual or periodic nature, including dividends and certain interest income. Such withholding tax may be reduced or eliminated with respect to certain types of
income under an applicable income tax treaty between the United States and your country of residence or under the "portfolio interest" rules or other provisions of the U.S. Internal
Revenue Code, provided that you provide proper certification as to your eligibility for such treatment. Notwithstanding the foregoing, and although each Non-U.S. Holder is required to provide
us with an IRS Form W-8, we nevertheless may be unable to accurately or timely determine the tax status of our investors for purposes of establishing whether reduced rates of withholding apply
to some or all of our investors. In such a case, your allocable share of distributions of U.S.-source dividend and interest income will be subject to U.S. withholding tax at a rate of 30%.
Further, if you would not be subject to U.S. tax based on your tax status or otherwise were eligible for a reduced rate of U.S. withholding, you might need to take additional steps to
receive a credit or refund of any excess withholding tax paid on your account, which could include the filing of a non-resident U.S. income tax return with the IRS. Among other limitations
applicable to claiming treaty benefits, if you reside in a treaty jurisdiction which does not treat our partnership as a pass-through entity, you might not be eligible to receive a refund or credit of
excess U.S. withholding taxes paid on your account. In the event you transfer or otherwise dispose of some or all of your units, special rules may apply for purposes of determining whether you
or the transferee of such units are subject to U.S. withholding taxes in respect of income allocable to, or distributions made on account of, such units or entitled to refunds of any such taxes
withheld. See "Administrative
MattersCertain Effects of a Transfer of Units". You should consult your own tax adviser regarding the treatment of U.S. withholding taxes.

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Special
rules may apply in the case of a Non-U.S. Holder subject to special rules, including, without limitation, any Non-U.S. Holder (i) that has an office or fixed
place of business in the United States; (ii) that is present in the United States for 183 days or more in a taxable year; or (iii) that is (a) a former
citizen or long-term resident of the United States, (b) a foreign insurance company that is treated as holding a partnership interest in our partnership in connection with its
U.S. business, (c) a PFIC, or (d) a corporation that accumulates earnings to avoid U.S. federal income tax. You should consult your own tax adviser regarding the
application of these special rules.

Taxes in Other Jurisdictions

In addition to U.S. federal income tax consequences, an investment in our partnership could subject you to U.S. state and
local taxes in the U.S. state or locality in which you are a resident for tax purposes. You could also be subject to tax return filing obligations and income, franchise, or other taxes,
including withholding taxes, in non-U.S. jurisdictions in which we invest. We will attempt, to the extent reasonably practicable, to structure our operations and investments so as to avoid
income tax filing obligations by U.S. Holders in non-U.S. jurisdictions. However, there may be circumstances in which we are unable to do so. Income or gain from investments held by our
partnership may be subject to withholding or other taxes in jurisdictions outside the United States, except to the extent an income tax treaty applies. If you wish to claim the benefit of an
applicable income tax treaty, you might be required to submit information to tax authorities in such jurisdictions. You should consult your own tax adviser regarding the U.S. state, local, and
non-U.S. tax consequences of an investment in our partnership.

Administrative Matters

Tax Matters Partner

Our Managing General Partner will act as our partnership's "tax matters partner". As the tax matters partner, our Managing General
Partner will have the authority, subject to certain restrictions, to act on behalf of our partnership in connection with any administrative or judicial review of our partnership's items of income,
gain, loss, deduction, or credit.

Information Returns

We have agreed to use commercially reasonable efforts to furnish to you, within 90 days after the close of each calendar year,
U.S. tax information (including IRS Schedule K-1) which describes on a U.S. dollar basis your share of our partnership's income, gain, loss and deduction for our preceding taxable
year. However, providing this U.S. tax information to our unitholders will be subject to delay in the event of, among other reasons, the late receipt of any necessary tax information from
lower-tier entities. It is therefore possible that, in any taxable year, you will need to apply for an extension of time to file your tax returns. In preparing this U.S. tax information, we
will use various accounting and reporting conventions, some of which have been mentioned in the previous discussion, to determine your share of income, gain, loss and deduction. The IRS may
successfully contend that certain of these reporting conventions are impermissible, which could result in an adjustment to your income or loss.

Our
partnership may be audited by the IRS. Adjustments resulting from an IRS audit could require you to adjust a prior year's tax liability and result in an audit of your own tax return.
Any audit of your tax return could result in adjustments not related to our partnership's tax returns, as well as those related to our partnership's tax returns.

Tax Shelter Regulations and Related Reporting Requirements

If we were to engage in a "reportable transaction", we (and possibly our unitholders) would be required to make a detailed
disclosure of the transaction to the IRS in accordance with regulations

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governing
tax shelters and other potentially tax-motivated transactions. A transaction may be a reportable transaction based upon any of several factors, including the fact that it is a type of tax
avoidance transaction publicly identified by the IRS as a "listed transaction" or "transaction of interest", or that it produces certain kinds of losses in excess of $2 million (or, in the case
of certain foreign currency transactions, losses in excess of $50,000). An investment in our partnership may be considered a "reportable transaction" if, for example, our partnership were to recognize
certain significant losses in the future. In certain circumstances, a unitholder who disposes of an interest in a transaction resulting in the recognition by such holder of significant losses in
excess of certain threshold amounts may be obligated to disclose its participation in such transaction. Certain of these rules are unclear, and the scope of reportable transactions can change
retroactively. Therefore, it is possible that the rules may apply to transactions other than significant loss transactions.

Moreover,
if we were to participate in a reportable transaction with a significant purpose to avoid or evade tax, or in any listed transaction, you might be subject to significant
accuracy-related penalties with a broad scope, for those persons otherwise entitled to deduct interest on federal tax deficiencies, non-deductibility of interest on any resulting tax liability, and in
the case of a listed transaction, an extended statute of limitations. We do not intend to participate in any reportable transaction with a significant purpose to avoid or evade tax, nor do we intend
to participate in any listed transactions. However, no assurance can be provided that the IRS will not assert that we have participated in such a transaction.

You
should consult your own tax adviser concerning any possible disclosure obligation under the regulations governing tax shelters with respect to the disposition of our units.

Taxable Year

Our partnership uses the calendar year as its taxable year for U.S. federal income tax purposes. Under certain circumstances
which we currently believe are unlikely to apply, a taxable year other than the calendar year may be required for such purposes.

Constructive Termination

Subject to the electing large partnership rules described below, our partnership will be considered to have been terminated for
U.S. federal income tax purposes if there is a sale or exchange of 50% or more of our units within a 12-month period.

A
constructive termination of our partnership would result in the close of its taxable year for all unitholders. If a unitholder reports on a taxable year other than a fiscal year ending
on our partnership's year-end, and the unitholder is otherwise subject to U.S. federal income tax, the closing of our partnership's taxable year may result in more than 12 months of our
partnership's taxable income or loss being includable in such unitholder's taxable income for the year of the termination. We would be required to make new tax elections after a termination, including
a new Section 754 Election. A constructive termination could also result in penalties and other adverse tax consequences if we were unable to determine that the termination had occurred.
Moreover, a constructive termination might either accelerate the application of, or subject our partnership to, any tax legislation enacted before the termination.

Elective Procedures for Large Partnerships

The U.S. Internal Revenue Code allows large partnerships to elect streamlined procedures for income tax reporting. This election
would reduce the number of items that must be separately stated on the IRS Schedules K-1 that are issued to our unitholders, and such IRS Schedules K-1 would have to be provided to
holders on or before the first March 15 following the close of each taxable year. In addition, this election would prevent our partnership from suffering a "technical termination" (which

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would
close our partnership's taxable year and require that we make a new Section 754 Election) if, within a 12-month period, there were a sale or exchange of 50% or more of our partnership's
total units. Despite the foregoing benefits, there are also costs and administrative burdens associated with such an election. Consequently, as of this time, our partnership has not elected to be
subject to the reporting procedures applicable to large partnerships.

Withholding and Backup Withholding

For each calendar year, we will report to you and to the IRS the amount of distributions that we pay, and the amount of tax
(if any) that we withhold on these distributions. The proper application to our partnership of the rules for withholding under Sections 1441 through 1446 of the
U.S. Internal Revenue Code (applicable to certain dividends, interest, and amounts treated as effectively connected with a U.S. trade or business, among other items) is unclear. Because
the documentation we receive may not properly reflect the identities of unitholders at any particular time (in light of possible sales of our units), we may over-withhold or under-withhold with
respect to a particular unitholder. For example, we may impose withholding, remit such amount to the IRS and thus reduce the amount of a distribution paid to a Non-U.S. Holder. It may be the
case, however, that the corresponding amount of our income was not properly allocable to such holder, and the appropriate amount of withholding should have been less than the actual amount withheld.
Such Non-U.S. Holder would be entitled to a credit against the holder's U.S. federal income tax liability for all withholding, including any such excess withholding. However, if the
withheld amount were to exceed the holder's U.S. federal income tax liability, the holder would need to apply for a refund to obtain the benefit of such excess withholding. Similarly, we may
fail to withhold on a distribution, and it may be the case that the corresponding income was properly allocable to a Non-U.S. Holder and that withholding should have been imposed. In such case,
we intend to pay the under-withheld amount to the IRS, and we may treat such under-withholding as an expense that will be borne indirectly by all unitholders on a pro rata basis (since we may
be unable to allocate any such excess withholding tax cost to the relevant Non-U.S. Holder).

Under
the backup withholding rules, you may be subject to backup withholding tax with respect to distributions paid unless: (i) you are an exempt recipient and demonstrate this
fact when required; or (ii) provide a taxpayer identification number, certify as to no loss of exemption from backup withholding tax, and otherwise comply with the applicable requirements of
the backup withholding tax rules. A U.S. Holder that is exempt should certify such status on a properly completed IRS Form W-9. A Non-U.S. Holder may qualify as an exempt
recipient by submitting a properly completed IRS Form W-8. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit
against your U.S. federal income tax liability and may entitle you to a refund from the IRS, provided you supply the required information to the IRS in a timely manner.

If
you do not timely provide our partnership, or the applicable nominee, broker, clearing agent, or other intermediary, with IRS Form W-9 or IRS Form W-8, as
applicable, or such form is not properly completed, then our partnership may become subject to U.S. backup withholding taxes in excess of what would have been imposed had our partnership
or the applicable intermediary received properly completed forms from all unitholders. For administrative reasons, and in order to maintain the fungibility of our units, such excess U.S. backup
withholding taxes, and if necessary similar items, may be treated by our partnership as an expense that will be borne indirectly by all unitholders on a pro rata basis (e.g., since it
may be impractical for us to allocate any such excess withholding tax cost to the unitholders that failed to timely provide the proper U.S. tax forms).

Foreign Account Tax Compliance

FATCA provisions impose a 30% withholding tax on "withholdable payments" made to a "foreign financial institution" or a "non-financial
foreign entity", unless such financial institution or entity

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satisfies
certain information reporting or other requirements. Withholdable payments include certain U.S.-source income (such as interest, dividends, and other passive income) and gross proceeds from
the sale or disposition of property that can produce U.S.-source interest or dividends. The withholding tax applies to withholdable payments made on or after July 1, 2014
(or January 1, 2017 in the case of gross proceeds). Our Managing General Partner intends to ensure that our partnership complies with FATCA, including by entering into an agreement with
the IRS if necessary, so as to ensure that the 30% withholding tax does not apply to any withholdable payments received by our partnership, the Holding LP, the Holding Entities, or the
operating entities. The 30% withholding tax may also apply to your allocable share of distributions attributable to withholdable payments, unless you properly certify your FATCA status on IRS
Form W-8 or IRS Form W-9 (as applicable) and satisfy any additional requirements under FATCA.

In
compliance with FATCA, information regarding certain unitholders' ownership of our units may be reported to the IRS or to a non-U.S. governmental authority. FATCA remains
subject to modification by an applicable intergovernmental agreement between the United States and another country, such as the agreement in effect between the United States and Bermuda
for cooperation to facilitate the implementation of FATCA, or by future Treasury Regulations or guidance. You should consult your own tax adviser regarding the consequences under FATCA of an
investment in our units.

Information Reporting with Respect to Foreign Financial Assets

Under Treasury Regulations, U.S. individuals that own "specified foreign financial assets" with an aggregate fair market value
exceeding either $50,000 on the last day of the taxable year or $75,000 at any time during the taxable year generally are required to file an information report with respect to such assets with their
tax returns. Significant penalties may apply to persons who fail to comply with these rules. Specified foreign financial assets include not only financial accounts maintained in foreign financial
institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for
investment that has an issuer or counterparty other than a U.S. person, and any interest in a foreign entity. Upon the issuance of future Treasury Regulations, these information reporting
requirements may apply to certain U.S. entities that own specified foreign financial assets. The failure to report information required under the current regulations could result in substantial
penalties and in the extension of the statute of limitations with respect to federal income tax returns filed by you. You should consult your own tax adviser regarding the possible implications of
these Treasury Regulations for an investment in our units.

Certain Effects of a Transfer of Units

Our partnership may allocate items of income, gain, loss, deduction, and credit using a monthly or other convention, whereby any such
items recognized in a given month by our partnership are allocated to our unitholders as of a specified date of such month. Any U.S. withholding taxes applicable to dividends received by the
Holding LP (and, in turn, our partnership) generally will be withheld by our partnership only when such dividends are paid. Because our partnership generally intends to distribute amounts
received in respect of dividends shortly after receipt of such amounts, it is generally expected that any U.S. withholding taxes withheld by our partnership on such amounts will correspond to
our unitholders who were allocated income and who received the distributions in respect of such amounts. The Holding LP may invest in debt obligations or other securities for which the accrual
of interest or income thereon is not matched by a contemporaneous receipt of cash. Any such accrued interest or other income would be allocated pursuant to such monthly or other convention.
Consequently, our unitholders may recognize income in excess of cash distributions received from our partnership, and any income so included by a unitholder would increase the basis such unitholder
has in our units and would offset any gain (or increase the amount of loss) realized by such unitholder on a subsequent disposition of its units. In addition, U.S. withholding taxes
generally would be withheld by our

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partnership
only on the payment of cash in respect of such accrued interest or other income, and, therefore, it is possible that some unitholders would be allocated income which might be distributed
to a subsequent unitholder, and such subsequent unitholder would be subject to withholding at the time of distribution. As a result, the subsequent unitholder, and not the unitholder who was allocated
income, would be entitled to claim any available credit with respect to such withholding.

The
Holding LP has invested and will continue to invest in certain Holding Entities and operating entities organized in non-U.S. jurisdictions, and income and gain from
such investments may be subject to withholding and other taxes in such jurisdictions. If any such non-U.S. taxes were imposed on income allocable to a U.S. Holder, and such holder were
thereafter to dispose of its units prior to the date distributions were made in respect of such income, under applicable provisions of the U.S. Internal Revenue Code and Treasury Regulations,
the unitholder to whom such income was allocated (and not the unitholder to whom distributions were ultimately made) would, subject to other applicable limitations, be the party permitted to
claim a credit for such non-U.S. taxes for U.S. federal income tax purposes. Thus a unitholder may be affected either favorably or adversely by the foregoing rules. Complex rules may,
depending on a unitholder's particular circumstances, limit the availability or use of foreign tax credits, and you are urged to consult your own tax adviser regarding all aspects of foreign
tax credits.

Nominee Reporting

Persons who hold an interest in our partnership as a nominee for another person may be required to furnish
to us:



Brokers
and financial institutions may be required to furnish additional information, including whether they are U.S. persons and specific information on units they acquire, hold,
or transfer for their own account. A penalty of $100 per failure, up to a maximum of $1,500,000 per calendar year, generally is imposed by the U.S. Internal Revenue Code for the failure to
report such information to us. The nominee is required to supply the beneficial owner of our units with the information furnished to us.

New Legislation or Administrative or Judicial Action

The U.S. federal income tax treatment of our unitholders depends, in some instances, on determinations of fact and
interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. You should be aware that the U.S. federal income tax
rules, particularly those applicable to partnerships, are constantly under review (including currently) by the Congressional tax-writing committees and other persons involved in the legislative
process, the IRS, the U.S. Treasury Department and the courts, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations and other
modifications and interpretations, any of which could adversely affect the value of our units and be

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effective
on a retroactive basis. For example, changes to the U.S. federal tax laws and interpretations thereof could make it more difficult or impossible for our partnership to be treated as a
partnership that is not taxable as a corporation for U.S. federal income tax purposes, affect the tax considerations of owning our units, change the character or treatment of portions of our
partnership's income, and adversely affect an investment in our units. Such changes could also affect or cause our partnership to change the way it conducts its activities, affect the tax
considerations of an investment in our partnership, and otherwise change the character or treatment of portions of our partnership's income (including changes that recharacterize certain allocations
as potentially non-deductible fees).

Our
partnership's organizational documents and agreements permit our Managing General Partner to modify our Limited Partnership Agreement from time to time, without the consent of our
unitholders, to elect to treat our partnership as a corporation for U.S. federal tax purposes, or to address certain changes in U.S. federal income tax regulations, legislation or
interpretation. In some circumstances, such revisions could have a material adverse impact on some or all of our unitholders.

THE
FOREGOING DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. THE TAX MATTERS RELATING TO OUR PARTNERSHIP AND UNITHOLDERS ARE COMPLEX AND ARE SUBJECT TO VARYING
INTERPRETATIONS. MOREOVER, THE EFFECT OF EXISTING INCOME TAX LAWS, THE MEANING AND IMPACT OF WHICH IS UNCERTAIN, AND OF PROPOSED CHANGES IN INCOME TAX LAWS WILL VARY WITH THE PARTICULAR CIRCUMSTANCES
OF EACH UNITHOLDER, AND IN REVIEWING THIS ANNUAL REPORT ON FORM 20-F THESE MATTERS SHOULD BE CONSIDERED. EACH UNITHOLDER SHOULD CONSULT ITS OWN TAX ADVISER WITH RESPECT TO THE U.S. FEDERAL,
STATE, LOCAL, AND OTHER TAX CONSEQUENCES OF ANY INVESTMENT IN OUR UNITS.

CERTAIN MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is an accurate summary of the principal Canadian federal income tax consequences under the Tax Act of the holding
and disposition of units in our partnership generally applicable to a holder who, for the purposes of the Tax Act and at all relevant times, holds our units as capital property, deals at arm's
length and is not affiliated with our partnership, the Holding LP, Brookfield Infrastructure Partners Limited, our Managing General Partner and their respective affiliates ("Holder").
Generally, our units will be considered to be capital property to a Holder, provided that the Holder does not use or hold our units in the course of carrying on a business of trading or dealing in
securities, and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This
summary is not applicable to a Holder: (i) that is a "financial institution" (as defined in the Tax Act) for the purposes of the "mark-to-market" property
rules; (ii) that is a "specified financial institution" (as defined in the Tax Act); (iii) who makes or has made a functional currency reporting election pursuant to
section 261 of the Tax Act; (iv) an interest in which would be a "tax shelter investment" (as defined in the Tax Act) or who acquires our units as a "tax shelter
investment" (and this summary assumes that no such persons hold our units); (v) that has, directly or indirectly, a "significant interest" (as defined in subsection 34.2(1)
of the Tax Act) in our partnership; or (vi) to whom any affiliate of our partnership is a "foreign affiliate" (as defined in the Tax Act). Any such Holders should consult
their own tax advisors with respect to an investment in our units.

This
summary is based on the current provisions of the Tax Act, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance
(Canada) prior to the date hereof ("Tax Proposals") and the current published administrative and assessing policies and practices of the CRA. This summary assumes that all Tax Proposals will be
enacted in the form proposed but no assurance can be given that the Tax Proposals will be enacted in the form proposed or at all.

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This summary
does not otherwise take into account or anticipate any changes in law, whether by judicial, administrative or legislative decision or action, or changes in the CRA's administrative
and assessing policies and practices, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from those described
herein. Holders should consult their own tax advisors in respect of the provincial, territorial or foreign income tax consequences to them of holding and disposing of our units.

This
summary assumes that neither our partnership nor the Holding LP will be considered to carry on business in Canada. Our Managing General Partner intends to organize and
conduct the affairs of each of these entities, to the extent possible, so that neither of these entities should be considered to carry on business in Canada for purposes of the Tax Act.
However, no assurance can be given in this regard. If our partnership or the Holding LP carry on business in Canada, the tax implications to our partnership or the Holding LP and to
Holders may be materially and adversely different than as set out herein. This summary also assumes that neither our partnership nor the Holding LP is a "tax shelter" (as defined in the
Tax Act) or a "tax shelter investment". However, no assurance can be given in this regard.

This
summary also assumes that neither our partnership nor the Holding LP will be a "SIFT partnership" at any relevant time for the purposes of the SIFT Rules on the basis that
neither our partnership nor the Holding LP will be a "Canadian resident partnership" at any relevant time. However, there can be no assurance that the SIFT Rules will not be revised or amended
such that the SIFT Rules will apply.

This
summary does not address the deductibility of interest on money borrowed to acquire our units.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no
representation with respect to the Canadian federal income tax consequences to any particular Holder is made. Consequently, Holders are advised to consult their own tax advisors with respect to their
particular circumstances. See also Item 3.D "Risk FactorsRisks Related to TaxationCanada".

For
purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of our units must be expressed in Canadian dollars including any distributions,
adjusted cost base and proceeds of disposition. For purposes of the Tax Act, amounts denominated in a currency other than the Canadian dollar generally must be converted into Canadian dollars
using the rate of exchange quoted by the Bank of Canada at noon on the date such amounts arose, or such other rate of exchange as is acceptable to the CRA.

Holders Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant
times, is or is deemed to be resident in Canada ("Canadian Holder").

Computation of Income or Loss

Each Canadian Holder is required to include (or, subject to the "at-risk rules" discussed below, entitled to deduct) in computing his
or her income for a particular taxation year, the Canadian Holder's pro rata share of the income (or loss) of our partnership for its fiscal year ending in, or coincidentally with, the
Canadian Holder's taxation year end, whether or not any of that income is distributed to the Canadian Holder in the taxation year and regardless of whether our units were held throughout
such year.

Our
partnership will not itself be a taxable entity and is not expected to be required to file an income tax return in Canada for any taxation year. However, the income (or loss)
of our partnership

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for
a fiscal period for purposes of the Tax Act will be computed as if it were a separate person resident in Canada and the partners will be allocated a share of that income (or loss) in
accordance with our partnership's Limited Partnership Agreement. The income (or loss) of our partnership will include our partnership's share of the income (or loss) of the
Holding LP for a fiscal year determined in accordance with the Holding LP's limited partnership agreement. For this purpose, our partnership's fiscal year end and that of the
Holding LP will be December 31.

The
income for tax purposes of our partnership for a given fiscal year of our partnership will be allocated to each Canadian Holder in an amount calculated by multiplying such income
that is allocable to unitholders by a fraction, the numerator of which is the sum of the distributions received by such Canadian Holder with respect to such fiscal year and the denominator of which is
the aggregate amount of the distributions made by our partnership to all unitholders with respect to such fiscal year.

If,
with respect to a given fiscal year, no distribution is made by our partnership to unitholders or our partnership has a loss for tax purposes, one quarter of the income, or loss, as
the case may be, for tax purposes of our partnership for such fiscal year that is allocable to unitholders, will be allocated to the unitholders of record at the end of each calendar quarter ending in
such fiscal year in the proportion that the number of units of our partnership held at each such date by a unitholder is of the total number of units of our partnership that are issued and outstanding
at each such date.

The
income of our partnership as determined for purposes of the Tax Act may differ from its income as determined for accounting purposes and may not be matched by cash
distributions. In addition, for purposes of the Tax Act, all income (or losses) of our partnership and the Holding LP must be calculated in Canadian currency. Where our
partnership (or the Holding LP) holds investments denominated in U.S. dollars or other foreign currencies, gains and losses may be realized by our partnership as a consequence of
fluctuations in the relative values of the Canadian and foreign currencies.

In
computing the income (or loss) of our partnership, deductions may be claimed in respect of reasonable administrative costs, interest and other expenses incurred by our
partnership for the purpose of earning income, subject to the relevant provisions of the Tax Act. Our partnership may also deduct from its income for the year a portion of the reasonable
expenses, if any, incurred by our partnership to issue units. The portion of such issue expenses deductible by our partnership in a taxation year is 20% of such issue expenses, pro-rated where our
partnership's taxation year is less than 365 days. Our partnership and the Holding LP may be required to withhold and remit Canadian federal withholding tax on any management or
administration fees or charges paid or credited to a non-resident person, to the extent that such management or administration fees or charges are deductible in computing our partnership's or the
Holding LP's income from a source in Canada.

In
general, a Canadian Holder's share of any income (or loss) from our partnership from a particular source will be treated as if it were income (or loss) of the Canadian
Holder from that source, and any provisions of the Tax Act applicable to that type of income (or loss) will apply to the Canadian Holder. Our partnership will invest in limited
partnership units of the Holding LP. In computing our partnership's income (or loss) under the Tax Act, the Holding LP will itself be deemed to be a separate person
resident in Canada which computes its income (or loss) and allocates to its partners their respective share of such income (or loss). Accordingly, the source and character of amounts
included in (or deducted from) the income of Canadian Holders on account of income (or loss) earned by the Holding LP generally will be determined by reference to the source and
character of such amounts when earned by the Holding LP.

The
characterization by the CRA of gains realized by our partnership or the Holding LP on the disposition of investments as either capital gains or income gains will depend
largely on factual considerations, and no conclusions are expressed herein.

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A
Canadian Holder's share of taxable dividends received or considered to be received by our partnership in a fiscal year from a corporation resident in Canada will be treated as a
dividend received by the Canadian Holder and will be subject to the normal rules in the Tax Act applicable to such dividends, including the enhanced gross-up and dividend tax credit for
"eligible dividends" (as defined in the Tax Act) when the dividend received by the Holding LP is designated as an "eligible dividend".

Foreign
taxes paid by our partnership or the Holding LP and taxes withheld at source on amounts paid or credited to our partnership or the Holding LP (other than for the
account of a particular partner) will be allocated pursuant to the governing partnership agreement. Each Canadian Holder's share of the "business-income tax" and "non-business-income tax" paid to the
government of a foreign country for a year will be creditable against such Canadian Holder's Canadian federal income tax liability to the extent permitted by the detailed foreign tax credit rules
contained in the Tax Act. Although the foreign tax credit provisions are designed to avoid double taxation, the maximum credit is limited. Because of this, and because of timing differences in
recognition of expenses and income and other factors, the foreign tax credit provisions may not provide a full foreign tax credit for the "business-income tax" and "non-business-income tax" paid by
our partnership or the Holding LP to the government of a foreign country. Under the Foreign Tax Credit Generator Rules, the foreign "business-income tax" or "non-business-income tax" allocated
to a Canadian Holder for the purpose of determining such Canadian Holder's foreign tax credit for any taxation year may be limited in certain circumstances, including where a Canadian Holder's share
of the income of our partnership or the Holding LP under the income tax laws of any country (other than Canada) under whose laws the income of our partnership or the Holding LP is
subject to income taxation ("Relevant Foreign Tax Law") is less than the Canadian Holder's share of such income for purposes of the Tax Act. For this purpose, a Canadian Holder is not
considered to have a lesser direct or indirect share of the income of our partnership or the Holding LP under the Relevant Foreign Tax Law than for the purposes of the Tax Act solely
because, among other reasons, of a difference between the Relevant Foreign Tax Law and the Tax Act in the manner of computing the income of our partnership or the Holding LP or in the
manner of allocating the income of our partnership or the Holding LP because of the admission or withdrawal of a partner. No assurance can be given that the Foreign Tax Credit Generator Rules
will not apply to any Canadian Holder. If the Foreign Tax Credit Generator Rules apply, the allocation to a Canadian Holder of foreign "business-income tax" or "non-business-income tax" paid by our
partnership or the Holding LP, and therefore such Canadian Holder's foreign tax credits, will be limited.

Our
partnership and the Holding LP will be deemed to be a non-resident person in respect of certain amounts paid or credited or deemed to be paid or credited to them by a person
resident or deemed to be resident in Canada, including dividends or interest. Dividends or interest (other than interest exempt
from Canadian federal withholding tax) paid or deemed to be paid by a person resident or deemed to be resident in Canada to the Holding LP will be subject to withholding tax under
Part XIII of the Tax Act at the rate of 25%. However, the CRA's administrative practice in similar circumstances is to permit the rate of Canadian federal withholding tax applicable to
such payments to be computed by looking through the partnership and taking into account the residency of the partners (including partners who are resident in Canada) and any reduced rates of Canadian
federal withholding tax that any non-resident partners may be entitled to under an applicable income tax treaty or convention, provided that the residency status and entitlement to the treaty benefits
can be established. In determining the rate of Canadian federal withholding tax applicable to amounts paid by the Holding Entities to the Holding LP, our Managing General Partner expects the
Holding Entities to look-through the Holding LP and our partnership to the residency of the partners of our partnership (including partners who are residents of Canada) and to take into account
any reduced rates of Canadian federal withholding tax that non-resident partners may be entitled to under an applicable income tax treaty or convention in order to determine the appropriate amount of
Canadian federal withholding tax to withhold from dividends or interest paid to the Holding LP. However, there can be no assurance that

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the
CRA will apply its administrative practice in this context. Under the Treaty, in certain circumstances a Canadian-resident payer is required to look-through fiscally transparent partnerships, such
as our partnership and the Holding LP, to the residency and Treaty entitlements of their partners and to take into account the reduced rates of Canadian federal withholding tax that such
partners may be entitled to under the Treaty.

If
our partnership incurs losses for tax purposes, each Canadian Holder will be entitled to deduct in the computation of income for tax purposes the Canadian Holder's pro rata
share of any net losses for tax purposes of our partnership for its fiscal year to the extent that the Canadian Holder's investment is "at-risk" within the meaning of the Tax Act. The
Tax Act contains "at-risk rules" which may, in certain circumstances, restrict the deduction of a limited partner's share of any losses of a limited partnership. Our Managing General Partner
does not anticipate that our partnership or the Holding LP will incur losses but no assurance can be given in this regard. Accordingly, Canadian Holders should consult their own tax advisors
for specific advice with respect to the potential application of the "at-risk rules".

Section 94.1
of the Tax Act contains rules relating to investments by a taxpayer in Non-Canadian Entities that could, in certain circumstances, cause income to be imputed
to Canadian Holders, either directly or by way of allocation of such income imputed to our partnership or the Holding LP. These rules would apply if it is reasonable to conclude, having regard
to all the circumstances, that one of the main reasons for the Canadian Holder, our partnership or the Holding LP acquiring, holding or having an investment in a Non-Canadian Entity is to
derive a benefit from portfolio investments in certain assets from which the Non-Canadian Entity may reasonably be considered to derive its value in such a manner that taxes under the Tax Act
on income, profits and gains from such assets for any year are significantly less than they would have been if such income, profits and gains had been earned directly. In determining whether this is
the case, section 94.1 of the Tax Act provides that consideration must be given to, among other factors, the extent to which the income, profits and gains for any fiscal period
are distributed in that or the immediately following fiscal period. No assurance can be given that section 94.1 of the Tax Act will not apply to a Canadian Holder, our partnership or the
Holding LP. If these rules apply to a Canadian Holder, our partnership or the Holding LP, income, determined by reference to a prescribed rate of interest plus two percent applied to the
"designated cost" (as defined in section 94.1 of the Tax Act) of the interest in the Non-Canadian Entity, will be imputed directly to the Holder or to our partnership or the
Holding LP and allocated to the Canadian Holder in accordance with the rules in section 94.1 of the Tax Act. The rules in section 94.1 of the Tax Act are complex and
Canadian Holders should consult their own tax advisors regarding the application of these rules to them in their particular circumstances.

Certain
of the Non-Canadian Subsidiaries in which the Holding LP directly invests are expected to be CFAs of the Holding LP. Dividends paid to the Holding LP by a
CFA of the Holding LP will be included in computing the income of the Holding LP. To the extent that any CFA of the Holding LP or any Indirect CFA earns income that is
characterized as FAPI in a particular taxation year of the CFA or Indirect CFA, the FAPI allocable to the Holding LP under the rules in the Tax Act must be included in computing the
income of the Holding LP for Canadian federal income tax purposes for the fiscal period of the Holding LP in which the taxation year of that CFA or Indirect CFA ends, whether or not the
Holding LP actually receives a distribution of that FAPI. Our partnership will include its share of such FAPI of the Holding LP in computing its income for Canadian federal income tax
purposes and Canadian Holders will be required to include their proportionate share of such FAPI allocated from our partnership in computing their income for Canadian federal income tax purposes. As a
result, Canadian Holders may be required to include amounts in their income even though they have not and may not receive an actual cash distribution of such amounts. If an amount of FAPI is included
in computing the income of the Holding LP for Canadian federal income tax purposes, an amount may be deductible in respect of the "foreign accrual tax" applicable to the FAPI. Any amount of
FAPI included

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in
income net of the amount of any deduction in respect of "foreign accrual tax" will increase the adjusted cost base to the Holding LP of its shares of the particular CFA in respect of which
the FAPI was included. At such time as the Holding LP receives a dividend of this type of income that was previously included in the Holding LP's income as FAPI, such dividend will
effectively not be included in computing the income of the Holding LP and there will be a corresponding reduction in the adjusted cost base to the Holding LP of the particular CFA
shares. Under the Foreign Tax Credit Generator Rules, the "foreign accrual tax" applicable to a particular amount of FAPI included in the Holding LP's income in respect of a particular "foreign
affiliate" of the Holding LP may be limited in certain specified circumstances, including where the direct or indirect share of the income of any member of the Holding LP (which is
deemed for this purpose to include a Canadian Holder) that is a person resident in Canada or a "foreign affiliate" of such a person is, under a Relevant Foreign Tax Law, less than such member's share
of such income for purposes of the Tax Act. No assurance can be given that the Foreign Tax Credit Generator Rules will not apply to the Holding LP. For this purpose, a Canadian Holder is
not considered to have a lesser direct or indirect share of the income of the Holding LP under the Relevant Foreign Tax Law than for purposes of the Tax Act solely because, among other
reasons, of a difference between the Relevant Foreign Tax Law and the Tax Act in the manner of computing the income of the Holding LP or in the manner of allocating the income of the
Holding LP because of the admission or withdrawal of a partner. If the Foreign Tax Credit Generator Rules apply,
the "foreign accrual tax" applicable to a particular amount of FAPI included in the Holding LP's income in respect of a particular "foreign affiliate" of the Holding LP will
be limited.

Disposition of Units

The disposition by a Canadian Holder of a unit will result in the realization of a capital gain (or capital loss) by such
Canadian Holder in the amount, if any, by which the proceeds of disposition of the unit, less any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of such
unit. In general, the adjusted cost base of a Canadian Holder's units will be equal to: (i) the actual cost of the units (excluding any portion thereof financed with limited recourse
indebtedness); plus (ii) the pro rata share of the income of our partnership allocated to the Canadian Holder for fiscal years of our partnership ending before the relevant time; less
(iii) the aggregate of the pro rata share of losses of our partnership allocated to the Canadian Holder (other than losses which cannot be deducted because they exceed the Canadian
Holder's "at-risk" amount) for fiscal years of our partnership ending before the relevant time; and less (iv) the Canadian Holder's distributions received from our partnership made before the
relevant time. The adjusted cost base of each of the units will be subject to the averaging provisions contained in the Tax Act.

Where
a Canadian Holder disposes of all of its units, it will no longer be a partner of our partnership. If, however, a Canadian Holder is entitled to receive a distribution from our
partnership after the disposition of all such units, then the Canadian Holder will be deemed to dispose of the units at the later of: (i) the end of the fiscal year of our partnership during
which the disposition occurred; and (ii) the date of the last distribution made by our partnership to which the Canadian Holder was entitled. The pro rata share of the income
(or loss) for tax purposes of our partnership for a particular fiscal year which is allocated to a Canadian Holder who has ceased to be a partner will generally be added (or deducted) in
the computation of the adjusted cost base of the Canadian Holder's units immediately prior to the time of the disposition. These rules are complex and Canadian Holders should consult their own tax
advisors for advice with respect to the specific tax consequences to them of disposing of units.

A
Canadian Holder will realize a deemed capital gain if, and to the extent that, the adjusted cost base of the Canadian Holder's units is negative at the end of any fiscal year of our
partnership. In such a case, the adjusted cost base of the Canadian Holder's Units will be nil at the beginning of the next fiscal year of our partnership.

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Taxation of Capital Gains and Capital Losses

In general, one-half of a capital gain realized by a Canadian Holder must be included in computing such Canadian Holder's income as a
taxable capital gain. One-half of a capital loss is deducted as an allowable capital loss against taxable capital gains realized in the year and any remainder may be deducted against net taxable
capital gains in any of the three years preceding the year or any year following the year to the extent and under the circumstances described in the Tax Act. Special rules in the Tax Act
may apply to disallow the one-half treatment on all or a portion of a capital gain realized on a disposition of our units to a tax-exempt person or a non-resident person. Canadian Holders
contemplating such a disposition should consult their own tax advisors in this regard.

A
Canadian Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional
refundable tax of 62/3% on its "aggregate investment income" (as defined in the Tax Act) for the year, which is defined to include taxable capital gains.

Eligibility for Investment

Provided that our units are listed on a "designated stock exchange", which currently includes the TSX and the NYSE, our units will be
"qualified investments" under the Tax Act for a trust governed by an RRSP, deferred profit sharing plan, RRIF, registered education savings plan, registered disability savings plan, and a TFSA.
However, there can be no assurance that tax laws relating to "qualified investments" will not be changed. Taxes may be imposed in respect of the acquisition or holding of non-qualified investments by
such registered plans and certain other taxpayers and with respect to the acquisition or holding of "prohibited investments" by a TFSA or an RRSP or RRIF.

Notwithstanding
the foregoing, a holder of a TFSA or an annuitant under an RRSP or RRIF, as the case may be, will be subject to a penalty tax if our units held in a TFSA, RRSP or RRIF
are a "prohibited investment" for the TFSA, RRSP or RRIF, as the case may be. Generally, our units will not be a "prohibited investment" if the holder of the TFSA or the annuitant under the RRSP or
RRIF, as applicable deals at arm's-length with our partnership for purposes of the Tax Act and does not have a "significant interest" in our partnership. Unitholders who intend to hold our
units in a TFSA, RRSP or RRIF should consult with their own tax advisors regarding the application of the foregoing "prohibited investment" rules having regard to their particular circumstances.

Alternative Minimum Tax

Canadian Holders that are individuals or trusts may be subject to the alternative minimum tax rules. Such Canadian Holders should
consult their own tax advisors.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant
times, is not, and is not deemed to be, resident in Canada and who does not use or hold and is not deemed to use or hold its units in connection with a business carried on in Canada ("Non-Canadian
Holder").

The
following portion of the summary assumes that (i) our units are not and will not at any relevant time constitute "taxable Canadian property" of any Non-Canadian Holder and
(ii) our partnership and the Holding LP will not dispose of property that is "taxable Canadian property". "Taxable Canadian property" includes, but is not limited to, property that is
used or held in a business carried on in Canada and shares of corporations that are not listed on a "designated stock exchange" if more than 50% of the fair market value of the shares is derived from
certain Canadian properties during the 60-month period immediately preceding the particular time. In general, our units will not

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constitute
"taxable Canadian property" of any Non-Canadian Holder at a particular time, unless (a) at any time during the 60-month period immediately preceding the particular time, more than
50% of the fair market value of our units was derived, directly or indirectly (excluding through a corporation, partnership or trust, the shares or interests in which were not themselves "taxable
Canadian property") from one or any combination of (i) real or immovable property situated in Canada, (ii) "Canadian resource property", (iii) "timber resource property", and
(iv) options in respect of, or interests in, or for civil law rights in, such property, whether or not such property exists, or (b) our units are otherwise deemed to be "taxable Canadian
property". Since our partnership's assets will consist principally of units of the Holding LP, our units would generally be "taxable Canadian property" at a particular time if the units of the
Holding LP held by our partnership derived, directly or indirectly (excluding through a corporation, partnership or trust, the shares or interests in which were not themselves "taxable Canadian
property") more than 50% of their fair market value from properties described in (i) to (iv) above, at any time in the 60-month period preceding the particular time. Our Managing General
Partner does not expect our units to be "taxable Canadian property" of any Non-Canadian Holder and
does not expect our partnership or the Holding LP to dispose of "taxable Canadian property". However, no assurance can be given in these regards. See Item 3.D "Risk
FactorsRisks Related to TaxationCanada".

Special
rules, which are not discussed in this summary, may apply to a Non-Canadian Holder that is an insurer carrying on business in Canada and elsewhere.

Taxation of Income or Loss

A Non-Canadian Holder will not be subject to Canadian federal income tax under Part I of the Tax Act on its share of
income from a business carried on by our partnership (or the Holding LP) outside Canada or the non-business income earned by our partnership (or the Holding LP) from
sources in Canada. However, a Non-Canadian Holder may be subject to Canadian federal withholding tax under Part XIII of the Tax Act, as described below. Our Managing General Partner
intends to organize and conduct the affairs of our partnership and the Holding LP, to the extent possible, such that Non-Canadian Holders should not be considered to be carrying on business in
Canada solely by virtue of holding our units. However, no assurance can be given in this regard.

Our
partnership and the Holding LP will be deemed to be a non-resident person in respect of certain amounts paid or credited or deemed to be paid or credited to them by a person
resident or deemed to be resident in Canada, including dividends or interest. Dividends or interest (other than interest exempt from Canadian federal withholding tax) paid or deemed to be paid by a
person resident or deemed to be resident in Canada to the Holding LP will be subject to withholding tax under Part XIII of the Tax Act at the rate of 25%. However, the CRA's
administrative practice in similar circumstances is to permit the rate of Canadian federal withholding tax applicable to such payments to be computed by looking through the partnership and taking into
account the residency of the partners (including partners who are resident in Canada) and any reduced rates of Canadian federal withholding tax that any non-resident partners may be entitled to under
an applicable income tax treaty or convention, provided that the residency status and entitlement to the treaty benefits can be established. In determining the rate of Canadian federal withholding tax
applicable to amounts paid by the Holding Entities to the Holding LP, our Managing General Partner expects the Holding Entities to look-through the Holding LP and our partnership to the
residency of the partners of our partnership (including partners who are resident in Canada) and to take into account any reduced rates of Canadian federal withholding tax that non-resident partners
may be entitled to under an applicable income tax treaty or convention in order to determine the appropriate amount of Canadian federal withholding tax to withhold from dividends or interest paid to
the Holding LP. However, there can be no assurance that the CRA would apply its administrative practice in this context. Under the Treaty, in certain circumstances a Canadian-resident payer is
required to look-through fiscally transparent partnerships

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such
as our partnership and the Holding LP to the residency and Treaty entitlements of their partners and take into account the reduced rates of Canadian federal withholding tax that such
partners may be entitled to under the Treaty.

AUSTRALIAN TAX CONSIDERATIONS

Set out below are general Australian income tax implications for Australian tax resident holders of units (Australian Holders).

This
is not tax advice an Australian Holder can rely on. The individual circumstances of each Australian Holder will affect the taxation implications of each Australian Holder's interest
in our partnership. Australian Holders should seek appropriate independent professional advice that considers the taxation implications in respect of their own specific circumstances.

The
discussion is primarily intended for Australian Holders who hold their interest in our partnership on capital account. Different outcomes will potentially arise for Australian
Holders who are investing on revenue account. Those Australian Holders should seek professional taxation advice in relation to their interest in our partnership.

The
summary of the Australian income tax implications set out below is based on established judicial and administrative interpretations of theIncome Tax
Assessment Act 1997(Cth) ("ITAA 1997"), theIncome Tax Assessment Act 1936(Cth) ("ITAA 1936") and the Taxation Administration Act 1953(Cth) ("Administration Act") as at the date of this annual report.

Summary

The key Australian income tax implications for Australian Holders of units are set out below:

Our
partnership should be classified as a "corporate limited partnership" for Australian income tax purposes as:



On
the basis that our partnership is a corporate limited partnership it should be treated as a company for Australian tax purposes.

Our
partnership is a non-resident of Australia for tax purposes and therefore, should not be subject to income tax in Australia except for any income sourced in Australia, or in respect
of certain capital gains that relate to "taxable Australian property" as detailed in the ITAA 1997.

Distributions
made by our partnership to Australian Holders should be characterized as dividends for Australian income tax purposes and included in Australian Holders' assessable
unfranked dividend income.

Australian
Holders should not be subject to income tax on an accruals basis under the Controlled Foreign Company ("CFC") or proposed Foreign Accumulation Fund ("FAF") rules. This
conclusion is dependent on the quantum and nature of the interests held in our partnership.

The
disposal of units by Australian Holders should give rise to a capital gains tax ("CGT") event for the Australian Holders. Broadly, Australian Holders that hold their units on capital
account should realize a capital gain (or loss) equal to the difference between any capital proceeds received and the cost base (or reduced cost base) of the units.

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Characterization of the Partnership



A limited partnership is defined in section 995-1 of the ITAA 1997 and means:



There
is no requirement as to where or under which law the liability is limited. For tax purposes, the liability is limited if it is effectively limited under the laws applying to the
partnership (as per the partnership agreement). Our partnership should be a limited partnership for Australian tax purposes.



Under subsection 94D(1)(a) of the ITAA 1936, a partnership will be a corporate limited partnership in relation to the year of
income of the partnership if the year of income is the 1995-96 year of income or a later year of income.

Our
partnership should be a corporate limited partnership under subsection 94D(1) of the above definition. Subsection 94D(2) of the ITAA 1936 specifically excludes from a
corporate limited partnership a VCLP, ESVCLP, or AFOF. A requirement for each of these definitions is that the partnership be registered either in Australia or a country prescribed by relevant
regulations or be an Australian resident. Our partnership is registered in Bermuda and is not a resident of Australia. Bermuda is not a country prescribed by relevant regulations. Therefore our
partnership will not be a VCLP, ESVCLP or AFOF. A VCLP is defined by reference to theVenture Capital Act 2002.Our partnership, as a Bermudian Exempted
Limited Partnership, will not be excluded from the definition of a corporate limited partnership as subsection 9-1(1) of the Venture Capital Act requires of a
VCLP that:





Pursuant to sub-section 94D(5) of the ITAA 1936, an exception to our partnership being a corporate limited partnership applies
if it is a "foreign hybrid limited partnership" ("FHLP"), as defined in section 830-10 of the ITAA 1997. A limited partnership will be a FHLP if:



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Paragraph (a)
should be met on the basis that our partnership was formed in Bermuda. Paragraph (b) would not be met on the basis that Bermuda does not impose any tax on
income, profits, dividends or wealth. Therefore, there is no foreign tax imposed under the laws of Bermuda on the partners of our partnership and this paragraph will not be satisfied. This position is
confirmed by the Australia Taxation Office ("ATO") in ATO ID 2006/149. On the basis that paragraph (b) is not met, our partnership should not be a FHLP.



Our partnership should be classified as a corporate limited partnership for Australian income tax purposes in accordance with
section 94D of the ITAA 1997. The consequences of that include that our partnership is treated as a company for the purposes of applying Australian domestic income tax law (sections 94J
and 94K of the ITAA 1936). Accordingly, Australian Holders' units in our partnership should be treated as shares in a company.

Proposed Foreign Accumulation Fund rules

Broadly, the proposed FAF rules, if enacted, should apply to an Australian resident who has an interest in a FAF, providing a tax
deferral benefit for the income year. A FAF is a foreign resident that is not a CFC, whose investment returns are subject to a low level of risk and which does not distribute substantially all of the
profits and gains of the fund.

The
level of risk of return of an investment held by an entity will be low if the return is 'sufficiently certain'. A return is sufficiently certain, where at the time the investment is
made it is reasonably expected that the foreign entity will receive returns from the investments it makes and at least some of the return is fixed or determinable with reasonable accuracy.

Returns
on an investment in our partnership will not be fixed or accurately determinable as the distributions are at the discretion of our Managing General Partner. Our Managing General
Partner is not required to make distributions and provides no assurance that distributions will be made as intended. The distributions paid by our partnership will be dependent on the performance of
its investments. Accordingly, the proposed FAF rules should not apply to the income accruing to Australian Holders in our partnership.

Brookfield Infrastructure     175

---



Partnership distributions to Australian Holders

Australian Holders will potentially receive distributions from our partnership. Distributions will be treated as dividends on the basis
that our partnership is a corporate limited partnership for Australian tax purposes. The distributions should be treated as unfranked dividends to Australian Holders.

Our
partnership will not provide information to enable Australian Holders to determine whether a return of capital has been made for Australian tax purposes. Therefore, Australian
Holders should treat all distributions as unfranked dividends.

The
taxation treatment of a partnership dividend received by Australian Holders will vary depending on the type of Australian Holder. Australian Holders should seek further independent
advice in relation to the nature of future distributions received from our partnership.

Set
out below is a summary of how different types of Australian Holders should treat a distribution received from our partnership.



Distributions received by Australian tax resident individuals should in most cases be included in their Australian assessable income.
Australian Holders should be entitled to an Australian foreign income tax offset which reduces the Australian tax payable on assessable dividends by the amount of any foreign income tax withheld by
our partnership.

Australian
Holders should seek independent advice in relation to their entitlement to Australian foreign income tax offsets to the extent foreign tax is withheld.



The taxation treatment of a dividend received by an Australian tax resident company is the same as that described above for an
Australian tax resident individual.



The comments below relate to Australian tax resident beneficiaries who are not under a legal disability where those beneficiaries are
presently entitled to income of an Australian resident trust. If the beneficiary is under a legal disability, we recommend those beneficiaries seek independent professional taxation advice.

Distributions
in the form of dividend income should either be included in the trustee's, or the beneficiary's, assessable income, as the case may be. The tax treatment of the dividend
then depends on the tax status of the Australian resident trust and the legal identity of the beneficiary as an individual, a company or a trust (refer to comments above).



Dividends paid to an Australian tax resident superannuation fund should be included in the fund's Australian assessable income.
Superannuation funds should be entitled to an Australian foreign income tax offset against the Australian tax payable on assessable dividends for any foreign income tax withheld by our partnership on
future distributions.

Australian
Holders should seek further independent advice in relation to their entitlement to Australian foreign income tax offsets to the extent foreign tax is withheld on our
partnership distributions.

176     Brookfield Infrastructure

---





Australian Holders with income tax years that end on 30 June will not receive any documentation from our partnership that will
correlate directly to a 30 June income tax year end. Australian Holders will need to rely on distribution payment statements to support their Australian income tax disclosures.

Australian CGT implications for Australian Holders



The cost base of the units for Australian Holders who bought their units in our partnership directly should equal the money paid for
those units plus any incidental costs of acquisition and disposal of the units (e.g. broker's fees, borrowing expenses).

Where
an Australian Holder received the units as consideration for entering into the Merger Transaction, the cost base or reduced cost base of the units acquired is made up of a number
of elements including the money paid or market value of property given to acquire the units. That amount should be the market value of the Prime Infrastructure securities exchanged for the units under
the Merger Transaction plus the incidental costs of acquisition and disposal of the Prime Infrastructure securities (if any).

On
the basis that our partnership and the Prime Infrastructure securityholders were acting at arm's length, the market value of the Prime Infrastructure securities disposed of under the
Merger Transaction should be the same as the market value of the units received in exchange.

The
acquisition date for the units for CGT purposes should be the date the units were allotted to the Prime Infrastructure securityholders (8 December 2010 Australian
Eastern Standard Time).

The
market value of the units may be determined by reference to the NYSE/TSX VWAP of these units on 8 December 2010 (A$20.651 per unit).



In the event Australian Holders dispose of units, a capital gain should arise where the sale proceeds received exceed an Australian
Holders' cost base in the units. A capital loss should arise where the Australian Holders' reduced cost base exceeds the sale proceeds. The time that the CGT event occurs is when the contract is
entered into or, if there is no contract, when the change of ownership occurs.

Partnership
distributions should be treated as unfranked dividends and no CGT cost base reduction should be calculated as a result of the distributions.

Where
the proceeds received are in foreign currency (e.g. US$ or C$), these should be converted into A$ at the daily average exchange rate for the day of the sale (the date
the sale contract is entered into). The ATO publish daily average exchange rates on their website (www.ato.gov.au). This may be a different amount than the A$ cash an Australian Holder ultimately
receives.

Accordingly,
there may a foreign exchange gain or loss if there are any fluctuations in the exchange rate between the date of the sale contract and the date payment is received by the
Australian Holders. To the extent payment is received within 12 months of the date of disposal (the date the sale contract is entered into) of the units any such foreign exchange
realization gains or losses will be capital in nature and subject to the CGT provisions (i.e. included in the overall gain or loss on the disposal of the units).

If
payment is received more than 12 months after the contract date, the foreign exchange gain or loss provisions of the ITAA 1997 apply. Australian Holders should seek specific
advice in this circumstance.

Brookfield Infrastructure     177

---





Provided the units that gave rise to the capital gain were held for at least 12 months prior to the occurrence of the CGT event,
any net capital gain realized by an Australian Holder on those units (e.g. if a sale were to occur) may qualify for discount capital gains tax treatment.

The
discount is taken into account after applying any available capital losses against the capital gain eligible for the discount.

This
treatment broadly only applies in respect of units held by Australian Holders that are individuals, trustees of trusts, and trustees of superannuation funds. No such discount is
available for corporate Australian Holders.

Where
the CGT discount is available, individual Australian Holders (either holding their units directly or indirectly through a trust) may reduce their net capital gain by 50%. For
trustees (responsible entities) of superannuation funds, the net capital gain may be reduced by 331/3%.

BERMUDA TAX CONSIDERATIONS

In Bermuda there are no taxes on profits, income or dividends, nor is there any capital gains tax, estate duty or death duty. Profits
can be accumulated and it is not obligatory to pay dividends. As "exempted undertakings", exempted partnerships and overseas partnerships are entitled to apply for (and will ordinarily receive)
an assurance pursuant to theExempted Undertakings Tax Protection Act 1966that, in the event that legislation introducing taxes computed on profits or
income, or computed on any capital asset, gain or appreciation, is enacted, such taxes shall not be applicable to the partnership or any of its operations until March 31, 2035. Such an
assurance may include the assurance that any tax in the nature of estate duty or inheritance tax shall not be applicable to the units, debentures or other obligations of the partnership.

Exempted
partnerships and overseas partnerships fall within the definition of "international businesses" for the purposes of theStamp Duties (International
Businesses Relief) Act 1990, which means that instruments executed by or in relation to an exempted partnership or an overseas partnership are exempt from stamp duties (such
duties were formerly applicable under the Stamp Duties Act 1976). Thus, stamp duties are not payable upon, for example, an instrument which effects the transfer or assignment of a unit in an exempted
partnership or an overseas partnership, or the sale or mortgage of partnership assets; nor are they payable upon the partnership capital.

10.F    DIVIDENDS AND PAYING AGENTS

Not applicable.

10.G    STATEMENT BY EXPERTS

Not applicable.

10.H    DOCUMENTS ON DISPLAY

Any statement in this annual report on Form 20-F about any of our contracts or other documents is not necessarily complete. If
the contract or document is filed as an exhibit to the annual report on Form 20-F the contract or document is deemed to modify the description contained in this annual report on
Form 20-F. You must review the exhibits themselves for a complete description of the contract or document.

Brookfield
Asset Management and our partnership are both subject to the information filing requirements of the Exchange Act, and accordingly are required to file periodic reports and
other information with the SEC. As a foreign private issuer under the SEC's regulations, we file annual

178     Brookfield Infrastructure

---



reports
on Form 20-F and other reports on Form 6-K. The information disclosed in our reports may be less extensive than that required to be disclosed in annual and quarterly
reports on Forms 10-K and 10-Q required to be filed with the SEC by U.S. issuers.

Moreover,
as a foreign private issuer, we are not subject to the proxy requirements under Section 14 of the Exchange Act, and our directors and principal shareholders are not
subject to the insider short swing profit reporting and recovery rules under Section 16 of the Exchange Act. Our and Brookfield Asset Management's SEC filings are available at the SEC's website
at www.sec.gov. You may also read and copy any document we or Brookfield Asset Management files with the SEC at the public reference facilities maintained by the SEC at SEC Headquarters, Public
Reference Section, 100 F Street, N.E., Washington D.C. 20549. You may obtain information on the operation of the SEC's public reference facilities by calling the SEC at 1-800-SEC-0330.

In
addition, Brookfield Asset Management and our partnership are required to file documents required by Canadian securities laws electronically with Canadian securities regulatory
authorities and these filings are available on our or Brookfield Asset Management's SEDAR profile at www.sedar.com. Written requests for such documents should be directed to our Corporate Secretary at
73 Front Street, Hamilton HM 12, Bermuda.

10.I    SUBSIDIARY INFORMATION

Not applicable.

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT NON-PRODUCT RELATED MARKET RISK

See the information contained in this annual report on Form 20-F under Item 5 "Operating and Financial Review and
ProspectsOther Market Risks" and Item 5 "Operating and Financial Review and ProspectsForeign Currency Hedging Strategy."

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

Brookfield Infrastructure     179

---





PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of December 31, 2013, an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) was carried out under the supervision and with the participation of persons performing the functions of principal executive and
principal financial officers for us and the Service Provider. Based upon that evaluation, the persons performing the functions of principal executive and principal financial officers for us have
concluded that, as of December 31, 2013, our disclosure controls and procedures were effective: (i) to ensure that information required to be disclosed by us in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms; and (ii) to
ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the persons performing
the functions of principal executive and principal financial officers for us, to allow timely decisions regarding required disclosure.

It
should be noted that while our management, including persons performing the functions of principal executive and principal financial officers for us, believe our disclosure controls
and procedures provide a reasonable level of assurance that such controls and procedures are effective, they do not expect that our disclosure controls and procedures or internal controls will prevent
all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including persons performing the functions of principal executive and
principal financial officers for us, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013,
based on the criteria set forth inInternal ControlIntegrated Framework (1992)issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on evaluation under the Framework in Internal ControlIntegrated Framework, our management concluded that our internal control over financial reporting was
effective as of December 31, 2013. Excluded from our evaluation were controls over financial reporting at our U.S. district energy operation, in which control was acquired on
December 2, 2013. The financial statements of this entity constitute less than 1% of both net and total assets, and less than 1% of both revenues and net income of the consolidated financial
statements of the Partnership as of and for the year ended December 31, 2013.

Internal
control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

180     Brookfield Infrastructure

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Report of Independent Registered Public Accounting Firm

The effectiveness of our internal control over financial reporting as of December 31, 2013 has been audited by
Deloitte LLP, Chartered Professional Accountants, Chartered Accountants, who have also audited the financial statements of our partnership, as stated in their reports which are included herein.

Changes in Internal Control

There was no change in our internal control over financial reporting during the year ended December 31, 2013, that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERTS

Our Managing General Partner's board of directors has determined that Danesh Varma possesses specific accounting and financial
management expertise, that he is the audit committee financial expert as defined by the U.S. Securities and Exchange Commission, and that he is independent within the meaning of the rules of
the NYSE. The board of directors of our Managing General Partner has also determined that other members of the audit committee have sufficient experience and ability in finance and compliance matters
to enable them to adequately discharge their responsibilities.

ITEM 16B.    CODE OF ETHICS

On December 4, 2007, our Managing General Partner adopted a Code of Conduct and Ethics ("Code") that applies to the members of
the board of directors of our Managing General Partner, our partnership and any officers or employees of our Managing General Partner. The Code was updated in 2013 and we have posted a copy of the
current Code on our website at www.brookfieldinfrastructure.com/aboutus/governance.

ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our Managing General Partner has retained Deloitte LLP to act as our partnership's independent registered public accountants.

The
table below summarizes the fees for professional services rendered by Deloitte LLP:

For the Year Ended December 31,2013

2012FEES

USD ('000)

%

USD ('000)

%Audit fees(1)

$
4,574


95%

$
4,035


94%Tax fees








15


Audit-related fees(2)


266


5%


264


6%Total

$
4,840


100%

$
4,314


100%


(1)Audit fees relate to annual fees for our partnership and the Holding LP.(2)Audit-related fees relate primarily to
services pertaining to the filing of our base shelf prospectus, Form F-3
and other securities-related matters.


The audit committee of our Managing General Partner pre-approves all audit and audit-related services provided to our partnership and the
Holding LP by Deloitte LLP.

ITEM 16D.    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE

None.

Brookfield Infrastructure     181

---



ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASER

Our partnership may from time-to-time, subject to applicable law, purchase our units for cancellation in the open market, provided that
any necessary approval has been obtained. Brookfield has also advised our partnership that it may from time-to-time, subject to applicable law, purchase our units in the market without making an offer
to all unitholders.

On
October 1, 2013, our partnership announced that the TSX accepted a notice filed by our partnership of its intention to renew its normal course issuer bid. Our partnership
believes that at times our units may trade in a price range that does not fully reflect their value. As a result, from time to time, acquiring our units for cancellation represents an attractive use
of available funds. Under the normal course issuer bid, the board of directors of our Managing General Partner authorized our partnership to repurchase up to the equivalent of $40 million of
our units. Under the rules of the TSX, our partnership may purchase an aggregate of up to 1,051,863 units. Under the normal course issuer bid, our partnership may purchase up to
29,359 units on the TSX during any trading day. The price to be
paid for our units under the normal course issuer bid will be the market price at the time of purchase. The actual number of units to be purchased and the timing of such purchases will be determined
by our partnership, and all purchases will be made through the facilities of the TSX or the NYSE. Repurchases were authorized to commence on October 4, 2013 and will terminate on
October 3, 2014 or earlier should our partnership complete its repurchases prior to such date. Repurchases shall occur subject to prevailing market conditions and will be funded from available
cash. Repurchases will also be subject to compliance with applicable United States federal securities laws, including Rule 10b-18 under the Exchange Act, as well as applicable Canadian
securities laws. All of our units acquired by our partnership under the normal course issuer bid will be cancelled.

In
the year ended December 31, 2013, none of our units were repurchased and cancelled under the normal course issuer bid.

ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 16G.    CORPORATE GOVERNANCE

Our corporate governance practices are not materially different from those required of domestic limited partnerships under the NYSE
listing standards.

ITEM 16H.    MINE SAFETY DISCLOSURES

Pursuant to Section 1503(a) of theDodd-Frank Wall Street Reform and Consumer Protection Act of
2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic
reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation
of the Federal Mine Safety and Health Administration ("MSHA") under theFederal Mine Safety and Health Act of 1977, as amended ("Mine Act"). During the
fiscal year ended December 31, 2013, our partnership did not have any mines in the United States subject to regulation by MSHA under the Mine Act.

182     Brookfield Infrastructure

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PART III

ITEM 17.    FINANCIAL STATEMENTS

Not applicable.

ITEM 18.    FINANCIAL STATEMENTS

See the list of financial statements on page F-1 which are filed as part of this annual report on Form 20-F.

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.*


*Filed electronically herewith.


Brookfield Infrastructure     183

---





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: March 28, 2014

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

/s/DON MACKENZIEName:

Don MackenzieTitle:

Director


184     Brookfield Infrastructure

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.    INDEX TO FINANCIAL STATEMENTS

PageAudited Financial Statements of Brookfield Infrastructure Partners L.P. as of December 31, 2013 and 2012 and for the years
ended December 31, 2013, 2012 and 2011.

F-2


Brookfield Infrastructure     F-1

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Partners of Brookfield Infrastructure Partners L.P.

We
have audited the accompanying consolidated financial statements of Brookfield Infrastructure Partners L.P. and subsidiaries (the "Partnership"), which comprise the
consolidated statements of financial position as at December 31, 2013 and December 31, 2012, and the consolidated statements of operating results, consolidated statements of
comprehensive income, consolidated statements of partnership capital and consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2013, and a
summary of significant accounting policies and other explanatory information.

Management's Responsibility for Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation 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 these consolidated financial statements based on our audits. We conducted our audits in
accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with
ethical requirements and 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 the
auditor's 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, the
auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Partnership as at December 31, 2013 and December 31,
2012 and its financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board.

Other Matter

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Partnership's internal control over financial reporting as of December 31, 2013, based on the criteria established inInternal ControlIntegrated Framework
(1992)

F-2     Brookfield Infrastructure

---



issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 28, 2014 expressed an unqualified opinion on the Partnership's internal control over
financial reporting.

/s/ Deloitte LLPToronto, Canada
March 28, 2014

Chartered Professional Accountants, Chartered Accountants
Licensed Public Accountants


Brookfield Infrastructure     F-3

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Partners of Brookfield Infrastructure Partners L.P.

Dear
Sirs/Mesdames:

We
have audited the internal control over financial reporting of Brookfield Infrastructure Partners L.P. and subsidiaries (the "Partnership") as of December 31,
2013, based on the criteria established inInternal ControlIntegrated Framework (1992)issued by the Committee of Sponsoring Organizations
of the Treadway Commission. As described in Management's Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial
reporting at its U.S. district energy operation, in which control was acquired on December 2, 2013. The financial statements of this entity constitute less than 1% of both net and total
assets and less than 1% of both revenues and net income of the consolidated financial statements of the Partnership as of and for the year ended December 31, 2013. Accordingly, our audit did
not include the internal control over financial reporting at the U.S. district energy operation. The Partnership's management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Partnership's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or
persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company's
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.

Because
of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

F-4     Brookfield Infrastructure

---



In
our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria
established inInternal ControlIntegrated Framework (1992)issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We
have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements as of and for the year ended December 31, 2013 of the Partnership and our report dated March 28, 2014 expressed an unqualified opinion on those
financial statements.

/s/ Deloitte LLPToronto, Canada
March 28, 2014

Chartered Professional Accountants, Chartered Accountants
Licensed Public Accountants


Brookfield Infrastructure     F-5

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.    CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

US$ MILLIONS

Notes

As of
December 31,
2013

As of
December 31,
2012AssetsCash and cash equivalents


8

$
538

$
263Financial assets


9


362


3Accounts receivable and other


10


346


372Inventory


11


22


108Current assets





1,268


746Property, plant and equipment


13


7,763


7,970Intangible assets


14


4,006


4,497Standing timber


15





2,997Investments in associates


12


2,039


2,179Investment properties


17


164


213Goodwill


16


48


636Financial assets (non-current)


9


178


113Other assets


10


92


225Deferred income tax asset


27


124


142Total assets




$
15,682

$
19,718Liabilities and Partnership CapitalLiabilitiesAccounts payable and other


18


491


582Non-recourse borrowings


20


71


663Financial liabilities


19


36


46Current liabilities





598


1,291Corporate borrowings


21


377


946Non-recourse borrowings (non-current)


20


5,719


6,330Financial liabilities (non-current)


19


511


839Other liabilities (non-current)


18


557


520Deferred income tax liability


27


1,295


1,964Preferred shares


22


20


20Total liabilities





9,077


11,910Partnership capitalLimited partners'





3,751


3,632General partner





27


27Non-controlling interest  Redeemable Partnership Units held by Brookfield





1,408


1,365Non-controlling interest  in operating subsidiaries


26


1,419


2,784Total partnership capital





6,605


7,808Total liabilities and partnership capital




$
15,682

$
19,718




The accompanying notes are an integral part of the financial statements.

F-6     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.    CONSOLIDATED STATEMENTS OF OPERATING RESULTS

For the Year Ended December 31,US$ MILLIONS (except per unit information)

Notes

2013

2012

2011Revenues


23

$
1,826

$
1,524

$
1,115Direct operating costs





(823
)

(766
)

(561
)General and administrative expenses





(110
)

(95
)

(61
)Depreciation and amortization expense


13,14


(329
)

(230
)

(126
)564


433


367Interest expense


24


(362
)

(322
)

(253
)Share of (losses) earnings from investments in associates


12


(217
)

1


76Mark-to-market on hedging items


7


19


(49
)

(35
)Gain on sale of associates


12


53





Other (expenses) income





(35
)

8


10Income before income tax





22


71


165Income tax (expense) recoveryCurrent


27


(3
)

(12
)

(2
)Deferred


27


1


42


(12
)Net income from continuing operations





20


101


151Income from discontinued operations, net of income tax


6


45


190


289Net income




$
65

$
291

$
440Attributable to:Non-controlling interest  in operating subsidiaries


26


123


185


253Non-controlling interest  Redeemable Partnership Units held by Brookfield





(26
)

26


51General partner





31


16


5Limited partners





(63
)

64


131Basic and diluted (loss) earnings per unit attributable to:Limited partners


28

$
(0.43
)
$
0.47

$
1.13




The accompanying notes are an integral part of the financial statements.

Brookfield Infrastructure     F-7

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Year Ended December 31,US$ MILLIONS

Notes

2013

2012

2011Net income




$
65

$
291

$
440Other comprehensive income:Items that will not be reclassified subsequently to profit or loss:Revaluations of property, plant and equipment


13


658


556


310Unrealized actuarial losses





(5
)

(9
)

(5
)Taxes on the above items


27


(185
)

(161
)

(94
)Equity accounted investments


12


137


142


121605


528


332Items that may be reclassified subsequently to profit or loss:Foreign currency translation





(423
)

99


(37
)Cash flow hedge


7


(13
)

(29
)

(94
)Net investment hedge


7


(12
)

(9
)

(30
)Available-for-sale securities


7


14





Taxes on the above items


27


7





23Equity accounted investments


12


23


(4
)

(404
)

57


(138
)Total other comprehensive income





201


585


194Comprehensive income




$
266

$
876

$
634Attributable to:Non-controlling interest  in operating subsidiaries




$
161

$
252

$
233Non-controlling interest  Redeemable Partnership Units held by Brookfield


28, 29


20


173


110General partner


28, 29


32


19


7Limited partners


28, 29


53


432


284




The accompanying notes are an integral part of the financial statements.

F-8     Brookfield Infrastructure

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.        CONSOLIDATED STATEMENTS OF PARTNERSHIP CAPITAL

Non-Controlling Interest
Redeemable Partnership Units held by BrookfieldLimited Partners'

General Partner









Non-
Controlling
Interest
Redeemable
Partnership
Units held by
BrookfieldNon-
controlling
interest
in operating
subsidiariesUS$ MILLIONS

Limited
partners'
capital

Retained
earnings

Ownership
Changes

Accumulated
other
comprehensive
income(1)

Limited
partners'

General
partner
capital

Retained
earnings

Accumulated
other
comprehensive
income(1)

General
partner

Redeemable
units held
by
Brookfield

Retained
earnings

Ownership
Changes

Accumulated
other
comprehensive
income(1)

Total
partners'
capitalBalance as at January 1, 2013

$
2,955

$
48

$


$
629

$
3,632

$
19

$
3

$
5

$
27

$
1,084

$
9

$


$
272

$
1,365

$
2,784

$
7,808Net (loss) income





(63
)







(63
)




31





31





(26
)







(26
)

123


65Other comprehensive (loss) income











116


116








1


1











46


46


38


201Comprehensive (loss) income





(63
)




116


53





31


1


32





(26
)




46


20


161


266Unit issuance


244











244














94











94





338Partnership distributions





(255
)







(255
)




(32
)




(32
)




(101
)







(101
)




(388
)Acquisition of interests












































64


64Dispositions of interests (notes 5,6)












































(1,437
)

(1,437
)Subsidiary distributions to non-controlling interest












































(156
)

(156
)Changes in ownership (note 5)








77





77




















30





30


3


110Other items (note 12)





57





(57
)



















23





(23
)







Balance as at December 31, 2013

$
3,199

$
(213
)
$
77

$
688

$
3,751

$
19

$
2

$
6

$
27

$
1,178

$
(95
)
$
30

$
295

$
1,408

$
1,419

$
6,605


(1)Refer to note 29 for an analysis of accumulated other comprehensive income
by item.




Non-Controlling Interest
Redeemable Partnership Units held by BrookfieldLimited Partners'

General Partner







Non-
Controlling
Interest
Redeemable
Partnership
Units held by
BrookfieldNon-
controlling
interest
in operating
subsidiariesUS$ MILLIONS

Limited
partners'
capital

Retained
earnings

Accumulated
other
comprehensive
income(1)

Limited
partners'

General
partner
capital

Retained
earnings

Accumulated
other
comprehensive
income(1)

General
partner

Redeemable
units held
by
Brookfield

Retained
earnings

Accumulated
other
comprehensive
income(1)

Total
partners'
capitalBalance as at January 1, 2012

$
2,597

$
191

$
261

$
3,049

$
19

$
3

$
2

$
24

$
942

$
66

$
125

$
1,133

$
1,683

$
5,889Net income





64





64





16





16





26





26


185


291Other comprehensive income








368


368








3


3








147


147


67


585Comprehensive income





64


368


432





16


3


19





26


147


173


252


876Unit issuance


358








358














142








142





500Partnership distributions





(206
)




(206
)




(16
)




(16
)




(82
)




(82
)




(304
)Acquisition of interests (note 4)






































943


943Subsidiary distributions to non-controlling interest






































(94
)

(94
)Other items





(1
)




(1
)
















(1
)




(1
)




(2
)Balance as at December 31, 2012

$
2,955

$
48

$
629

$
3,632

$
19

$
3

$
5

$
27

$
1,084

$
9

$
272

$
1,365

$
2,784

$
7,808


(1)Refer to note 29 for an analysis of accumulated other comprehensive income
by item.


Non-Controlling Interest
Redeemable Partnership Units held by BrookfieldLimited Partners'

General Partner







Non-
Controlling
Interest
Redeemable
Partnership
Units held by
BrookfieldNon-
controlling
interest
in operating
subsidiariesUS$ MILLIONS

Limited
partners'
capital

Retained
earnings

Accumulated
other
comprehensive
income(1)

Limited
partners'

General
partner
capital

Retained
earnings

Accumulated
other
comprehensive
income(1)

General
partner

Redeemable
units held by
Brookfield

Retained
earnings

Accumulated
other
comprehensive
income(1)

Total
partners'
capitalBalance as at January 1, 2011

$
2,136

$
217

$
108

$
2,461

$
19

$
4

$


$
23

$
745

$
76

$
66

$
887

$
1,552

$
4,923Net income





131





131





5





5





51





51


253


440Other comprehensive income (loss)








153


153








2


2








59


59


(20
)

194Comprehensive income





131


153


284





5


2


7





51


59


110


233


634Unit issuance


461








461














197








197





658Partnership distributions





(156
)




(156
)




(6
)




(6
)




(60
)




(60
)




(222
)Acquisition of interests






































40


40Subsidiary distributions to non-controlling interest






































(142
)

(142
)Other items





(1
)




(1
)
















(1
)




(1
)




(2
)Balance as at December 31, 2011

$
2,597

$
191

$
261

$
3,049

$
19

$
3

$
2

$
24

$
942

$
66

$
125

$
1,133

$
1,683

$
5,889


(1)Refer to note 29 for an analysis of accumulated other comprehensive income
by item.


The accompanying notes are an integral part of the financial statements.

Brookfield Infrastructure     F-9

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.        CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 31,US$ MILLIONS

Notes

2013

2012

2011Operating ActivitiesNet income




$
65

$
291

$
440Adjusted for the following items:Earnings from investments in associates, net of distributions received


12


307


62


(45
)Fair value adjustments





10


(200
)

(356
)Depreciation and amortization expense


13,14


329


232


127Mark-to-market on hedging items





(19
)

49


35Gain on sale of associate


12


(53
)




Provisions and other items





62


15


4Deferred tax recovery


27


12


30


154Changes in non-cash working capital, net


38


(19
)

156


(19
)Cash from operating activities





694


635


340Investing ActivitiesAcquisition of subsidiaries, net of cash acquired


6


(56
)

(726
)

(12
)Disposal of subsidiaries, net of cash disposed of


6


622


317


5Additions of investments in associates


12


(518
)

(728
)

(215
)Disposal of investments in associates


12


457





26Purchase of long lived assets


13,14


(425
)

(654
)

(508
)Disposal of long lived assets


13,14


5


17


1Purchase of financial assets





(331
)




Sale of financial assets





110





Net settlement of foreign exchange hedging items





(26
)

10


(60
)Cash used by investing activities





(162
)

(1,764
)

(763
)Financing ActivitiesDistributions to general partner


30


(32
)

(16
)

(4
)Distributions to other unitholders


30


(356
)

(288
)

(218
)Subsidiary distributions to non-controlling interest





(156
)

(94
)

(142
)Proceeds from corporate credit facility


20


445


2,367


704Repayment of corporate credit facility


20


(991
)

(1,821
)

(722
)Corporate debt issuance


20





408


Proceeds from subsidiary borrowings


20


2,648


1,181


612Repayment of subsidiary borrowings


20


(2,128
)

(999
)

(477
)Partnership units issued, net of issuance costs


28


338


500


658Cash from financing activities





(232
)

1,238


411Cash and cash equivalentsChange during the year




$
300

$
109

$
(12
)Impact of foreign exchange on cash





(25
)

1


11Balance, beginning of year





263


153


154Balance, end of year




$
538

$
263

$
153


The
accompanying notes are an integral part of the financial statements.

F-10     Brookfield Infrastructure

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        For the years ended December 31, 2013, 2012 and 2011 and as of
December 31, 2013 and 2012

NOTE 1.  ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Brookfield Infrastructure Partners L.P. (the "partnership") owns and operates utility, transport and energy businesses in North and South America,
Australasia, and Europe. The partnership was formed as a limited partnership established under the laws of Bermuda, pursuant to a limited partnership agreement dated May 17, 2007, as amended
and restated. The partnership is a subsidiary of Brookfield Asset Management Inc. ("Brookfield"). The partnership's limited partnership units are listed on the New York Stock Exchange
and the Toronto Stock Exchange under the symbols "BIP" and "BIP.UN", respectively. The registered office is 73 Front Street, Hamilton, HM12, Bermuda.

NOTE 2.  SUBSIDIARIES

The following provides information about the partnership's wholly-owned subsidiaries as of December 31, 2013 and 2012:

Ownership
interest (%)Country of
incorporationDefined Name

Name of entity

2013

2012UtilitiesOntario electricity transmission operation

Great Lakes Power L.P.

Canada


100

100TransportAustralian railroad operation

Brookfield Rail Holdings No. 1 Pty Ltd

Australia


100

100EnergyAustralian energy distribution operation

Tasmania Gas Networks

Australia


100

100European energy distribution operation

International Energy Group

United Kingdom


100

100


The
following table presents details of non-wholly owned subsidiaries of the partnership:

Ownership
Interest (%)

Voting
interest (%)Country of
incorporationDefined Name

Name of entity

2013

2012

2013

2012UtilitiesU.K. regulated distribution operation

Brookfield Utilities UK Holdings Limited(1)

U.K.


80


100


80


100Australian regulated terminal operation

DBCT Management Pty Ltd

Australia


71


71


100


100New England electricity transmission operation

Cross-Sound Cable Company LLC

U.S.


23


23


100


100Colombian regulated distribution operation

Empresa de Energia de Boyaca S.A.

Colombia


17


17


100


100


Brookfield Infrastructure     F-11

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Ownership
Interest (%)

Voting
interest (%)Country of
incorporationDefined Name

Name of entity

2013

2012

2013

2012TransportU.K. port operation

Brookfield Port Acquisitions (U.K.) Limited(5)

United Kingdom


59


59


100


100Chilean toll roads

Sociedad Concesionaria Vespucio Norte Express S.A.(5)

Chile


51


51


89


89EnergyNorth American gas storage operation

Warwick Gas Storage L.P.(5)

Canada


17


22


70


90Canadian district energy operation

Enwave Energy Corporation(5)

Canada


25


25


100


100U.S. district energy operation

Enwave USA(2),(5)

U.S.


40





100


TimberU.S. freehold timberlands

Longview Timber Holdings Corp(3)

U.S.





30





90Canadian freehold timberlands

Island Timberlands Limited Partnership(4)

Canada





25





100Corporate & OtherHolding LP

Brookfield
Infrastructure L.P.

Bermuda


72


72


100


100


---

F-12     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES

These
consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards
Board ("IASB").

The
consolidated financial statements were authorized for issue by the Board of Directors on March 28, 2014.

The
consolidated financial statements are prepared on a going concern basis. Standards and guidelines not yet effective for the current accounting period are described in
note 3(t).

These
consolidated financial statements include the accounts of the partnership and subsidiaries over which the partnership has control. Subsidiaries are consolidated from the date of
acquisition, being the date on which the partnership obtains control, and continue to be consolidated until the date when control is lost. The partnership (investor) controls an investee when it is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The partnership controls an investee
when all the following have been satisfied: it has power over the investee, exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the
investee to affect the amount of the investor's returns. Together, the partnership and its subsidiaries are referred to as "Brookfield Infrastructure" in these financial statements.

Non-controlling
interests may be initially measured either at fair value or at the non-controlling interests' proportionate share of the fair value of the acquiree's identifiable net
assets. The choice of measurement basis is made on an acquisition by acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at
initial recognition plus the non-controlling interests' share of subsequent changes in partnership capital in addition to changes in ownership interests. Total comprehensive income is attributed to
non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

Holding LP
has issued Redeemable Partnership Units held by Brookfield, which may, at the request of the holder, require the Holding LP to redeem the units for cash
consideration equal to the market price of the partnership's limited partnership units. This right is subject to the partnership's right of first refusal which entitled it, at its sole discretion, to
elect to acquire any unit so presented to Holding LP in exchange for one of the partnership's units (subject to certain customary adjustments).

All
intercompany balances, transactions, revenues and expenses are eliminated in full.

Associates
are entities over which the partnership has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the
investee but does not constitute control. The partnership accounts for investments over which it has significant influence

Brookfield Infrastructure     F-13

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

using
the equity method, and are recorded as Investments in associates on the Consolidated Statements of Financial Position.

Interests
in investments accounted for using the equity method are initially recorded at cost. If the cost of the associate is lower than the proportionate share of the investment's
underlying fair value, the partnership records a gain on the difference between the cost and the underlying fair values of the identifiable net assets of the associate. If the cost of the associate is
greater than the partnership's proportionate share of the underlying fair value, goodwill and other adjustments arising from the purchase price allocation relating to the associate is included in the
carrying amount of the investment. Subsequent to initial recognition, the carrying value of the partnership's interest in an investee is adjusted for the partnership's share of comprehensive income or
loss and distributions to the investee.

Profits
or losses resulting from transactions with an associate are recognized in the consolidated financial statements based on the interest of unrelated investors in
the associate.

The
U.S dollar is the functional and presentation currency of Brookfield Infrastructure. Each of Brookfield Infrastructure's subsidiaries, associates and jointly controlled entities
determines its own functional currency and items included in the financial statements of each subsidiary and associate are measured using that functional currency.

Assets
and liabilities of foreign operations having a functional currency other than the U.S. dollar are translated at the rate of exchange prevailing at the reporting date and
revenues and expenses at average rates during the period. Gains or losses on translation are included as a component of equity. On disposal of a foreign operation resulting in the loss of control, the
component of other comprehensive income due to accumulated foreign currency translation relating to that foreign operation is reclassified to net income. Gains or losses on foreign currency
denominated balances and
transactions that are designated as hedges of net investments in these operations are reported in the same manner. On partial disposal of a foreign operation in which control is retained, the
proportionate share of the component of other comprehensive income or loss relating to that foreign operation is reclassified to non-controlling interests in that foreign operation.

Foreign
currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date and non-monetary assets and liabilities measured
at fair value are translated at the rate of exchange prevailing at the date when the fair value was determined. Revenues and expenses are measured at average rates during the period. Gains or losses
on translation of these items are included in net income. Gains and losses on transactions which hedge these items are also included in net income or loss. Foreign currency denominated non-monetary
assets and liabilities, measured at historic cost, are translated at the rate of exchange at the transaction date.

Business
acquisitions in which control is acquired are accounted for using the acquisition method, other than those between and among entities under common control. The consideration of
each acquisition is measured at the aggregate of the fair values (at the acquisition date) of assets transferred by the acquirer, liabilities incurred or assumed, and equity instruments issued
by Brookfield Infrastructure in exchange for control of the acquiree. Acquisition related costs are recognized in the Consolidated Statement of Operating Results as incurred and included in other
expenses.

F-14     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Where
applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair
value. Subsequent changes in fair values are adjusted against the cost of the acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of
contingent consideration classified as liabilities will be recognized in the Consolidated Statements of Operating Results, whereas changes in the fair values of contingent consideration classified
within partnership capital are not subsequently re-measured.

Where
a business combination is achieved in stages, Brookfield Infrastructure's previously held interests in the acquired entity are remeasured to fair value at the acquisition date,
that is, the date Brookfield Infrastructure attains control and the resulting gain or loss, if any, is recognized in the Consolidated Statements of Operating Results. Amounts arising from interests in
the acquiree prior to the
acquisition date that have previously been recognized in other comprehensive income are reclassified to the Consolidated Statements of Operating Results, where such treatment would be appropriate if
that interest were disposed of.

If
the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, Brookfield Infrastructure reports provisional
amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new
information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

The
measurement period is the period from the date of acquisition to the date Brookfield Infrastructure obtains complete information about facts and circumstances that existed as of the
acquisition date. The measurement period is subject to a maximum of one year subsequent to the acquisition date.

If,
after reassessment, Brookfield Infrastructure's interest in the fair value of the acquiree's identifiable net assets exceeds the sum of the consideration transferred, the amount of
any non-controlling interests in the acquiree and the fair value of the acquirer's previously held equity interest in the acquiree (if any), the excess is recognized immediately in income or
loss as a bargain purchase gain.

Contingent
liabilities acquired in a business combination are initially measured at fair value at the date of acquisition. At the end of subsequent reporting periods, such contingent
liabilities are measured at the higher of the amount that would be recognized in accordance with IAS 37,Provisions, Contingent Liabilities and Contingent
Assets("IAS 37") and the amount initially recognized less cumulative amortization recognized in accordance with IAS 18,Revenue
Recognition("IAS 18").

Cash
and cash equivalents include cash on hand and short-term investments with original maturities of three months or less.

Trade
receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less any allowance for uncollectability.

Brookfield Infrastructure     F-15

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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Brookfield
Infrastructure uses the revaluation method of accounting for all classes of property, plant and equipment. Certain assets which are under development for future use as
property, plant and equipment are also accounted for using the revaluation method. Property, plant and equipment is initially measured at cost and subsequently carried at its revalued amount, being
the fair value at the date of the revaluation less any subsequent accumulated depreciation and any accumulated impairment losses. Revaluations are made on an annual basis or more frequently if facts
and circumstances warrant to ensure that the carrying amount does not differ significantly from fair value. Where the carrying amount of an asset is increased as a result of a revaluation, the
increase is recognized in other comprehensive income or loss and accumulated in equity within the revaluation surplus reserve, unless the increase reverses a previously recognized impairment recorded
through net income, in which case that portion of the increase is recognized in net income. Where the carrying amount of an asset is decreased, the decrease is recognized in other comprehensive income
to the extent of any balance existing in revaluation surplus in respect of the asset, with the remainder of the decrease recognized in net income. Revaluation gains are included in other comprehensive
income, but are not subsequently recycled into profit or loss.

An
item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or
disposal. The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset
and is recognized in the Consolidated Statements of Operating Results. However, any balance accumulated in revaluation surplus is subsequently recorded in retained earnings when an asset is
derecognized and not transferred to profit or loss.

Depreciation
of an asset commences when it is available for use. Property, plant and equipment are depreciated on a straight line basis over the estimated useful lives of each component
of the assets as follows:

Buildings

Up to 50 yearsTransmission stations, towers and related fixtures

Up to 40 yearsLeasehold improvements

Up to 49 yearsPlant and equipment

Up to 39 yearsNetwork systems

Up to 40 yearsTrack premium

41 yearsDistrict energy system

50 yearsGas storage assets

20 years


Depreciation
on property, plant and equipment is calculated on a straight-line basis so as to write-off the net cost of each asset over its expected useful life to its estimated residual
value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight-line method. The estimated useful lives, residual
values and depreciation methods are reviewed at the end of each annual reporting period, with the effect of any changes recognized on a prospective basis.

F-16     Brookfield Infrastructure

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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Standing
timber is measured at fair value after deducting estimated selling costs and recorded as standing timber on the Consolidated Statements of Financial Position. Estimated selling
costs include commissions, levies, delivery costs, transfer taxes and duties. The fair value of standing timber is calculated as the present value of anticipated future cash flows for standing timber
before tax. The calculation is based on existing, sustainable felling plans and assessments regarding growth, timber prices and felling and silviculture costs. The discount rate is based upon a market
participant's optimal weighted average cost of capital before tax for the geographic location of the standing timber. Changes in fair value are recorded in net income during the period of change.
Brookfield Infrastructure determines fair value on an annual basis, fair value is estimated and determined by management of the Partnership with due consideration given to other relevant
data points.

Land
under standing timber is accounted for using the revaluation method and included in property, plant and equipment.

Harvested
timber is included in inventory and is measured at the lower of fair value less estimated costs to sell at the time of harvest and net realizable values.

Brookfield
Infrastructure uses the fair value method to account for real estate classified as investment property. A property is determined to be an investment property when it is
principally held to earn rental income or for capital appreciation, or both. Investment property is initially measured at cost including transaction costs. Subsequent to initial recognition,
investment properties are carried at fair value. Gains or losses arising from changes in fair value are included in profit or loss.

Land
of Brookfield Infrastructure's U.S. and Canadian freehold timberlands, which has been determined to have a highest and best use as defined in IFRS 13, Fair Value Measurement, and which is no longer
used for the harvest and growth of timber is classified as investment property.

Fair
values are primarily determined by discounting the expected future cash flows of each property, generally over a term of 10 years, using a discount and terminal
capitalization rate reflective of the characteristics, location and market of each property. The future cash flows of each property are based upon, among other things, rental income from current
leases and assumptions about rental income from future leases reflecting current conditions, less future cash outflows in respect of such current and
future leases. Fair value is estimated by management of the Partnership with due consideration given to other relevant data points.

At
each reporting date Brookfield Infrastructure assesses whether for assets, other than those measured at fair value with changes in values recorded in net income, there is any
indication that such assets are impaired. This assessment includes a review of internal and external factors which includes, but is not limited to, changes in the technological, political, economic or
legal environment in which the entity operates in, structural changes in the industry, changes in the level of demand, physical damage and obsolescence due to technological changes. An impairment is
recognized if the recoverable amount, determined as the higher of the estimated fair value less costs of disposal or the discounted future cash flows generated from use and eventual disposal from an
asset or cash generating unit is less than their carrying value. The projections of future cash flows take into account the relevant operating plans and

Brookfield Infrastructure     F-17

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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

management's
best estimate of the most probable set of conditions anticipated to prevail. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is
increased to the lesser of the revised estimate of recoverable amount and the carrying amount that would have been recorded had no impairment loss been recognized previously.

Intangible
assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Brookfield
Infrastructure's intangible assets are comprised primarily of conservancy rights, service concession arrangements and customer order backlogs.

Subsequent
to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization (unless indefinite lived) and accumulated
impairment losses, on the same basis as intangible assets acquired separately.

Public
service concessions that provide Brookfield Infrastructure the right to charge users for a service in which the service and fee is regulated by the grantor are accounted for as an
intangible asset under IFRIC 12, Service Concession Arrangements.

Concession
arrangements were acquired as part of the acquisition of the Australian regulated terminal operation and Chilean toll roads and were recognized at their fair values. The
intangible asset at the Australian regulated terminal operation relates to use of a specific coal port terminal for a contractual length of time and is amortized over the life of the contractual
arrangement (90 years remaining). The intangible assets at the Chilean toll road relates to the right to operate a road and charge users a specified tariff for a contractual length of time and
is amortized over the life of the contractual arrangement (20 years remaining).

The
conservancy right was acquired as part of the acquisition of the U.K. port operation and was recorded at its fair value. As a right in perpetuity issued by the Statutory
Harbour Authority in the U.K., the conservancy right is classified as having an indefinite life and is subject to an annual impairment review.

The
customer order backlog was acquired as part of the acquisition of the U.K. regulated distribution operation and was recorded at its fair value. The customer order backlog
represents the present value of future earnings derived from the build out of contracted connections as at the acquisition date of the U.K. regulated distribution operation. The customer order
backlog is amortized over the life of its estimated useful life of 50 years.

Intangible
assets acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization of the Australian regulated terminal operation
concession arrangement and U.K. regulated distribution customer order backlog intangible assets are recognized on a straight-line basis over the intangible assets' estimated useful lives.
Amortization of the Chilean toll road reflects the pattern of consumption of the intangible asset over the estimated useful life of the concession arrangement. The estimated useful life and
amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

F-18     Brookfield Infrastructure

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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Gains
or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized
in profit or loss when the asset is derecognized.

Goodwill
represents the excess of the price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets and liabilities acquired. Goodwill is
allocated to the cash generating unit or units to which it relates. Brookfield Infrastructure identifies cash generating units as identifiable groups of assets that are largely independent of the cash
inflows from other assets or groups of assets.

Goodwill
is evaluated for impairment annually or more often if events or circumstances indicate there may be impairment. Impairment is determined for goodwill by assessing if the
carrying value of a cash generating unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs of disposal or the value in
use. Impairment losses recognized in respect of a cash generating unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the cash
generating unit. Any goodwill impairment is charged to profit or loss in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.

On
disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the gain or loss on disposal of the operation.

Revenue
is recognized to the extent that it is probable that the economic benefits will flow to Brookfield Infrastructure and the revenue and costs incurred or to be incurred can be
reliably measured.

Revenue
is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of estimated customer returns, trade allowances, rebates and other
similar allowances.

When
the partnership receives a transfer of cash or property, plant and equipment from a customer, it assesses whether the constructed or acquired item of property, plant and equipment
meets the definition of an asset in accordance with IFRIC 18, Transfer of Assets from Customers. If the definition of an asset is met, the partnership recognizes the item of property, plant and
equipment at its cost and recognizes revenue or deferred revenue, as applicable, for the same amount based on the appropriate revenue recognition policy.

Brookfield
Infrastructure recognizes revenue when the specific criteria have also been met for each of Brookfield Infrastructure's activities as described below. Cash received by
Brookfield Infrastructure from customers is recorded as deferred revenue until revenue recognition criteria are met.

Utilities

Revenue
from utilities infrastructure is derived from the distribution and transmission of energy as well as from Brookfield Infrastructure's Australian regulated terminal operation.
Distribution and transmission revenue is recognized when services are rendered based upon usage or volume during that

Brookfield Infrastructure     F-19

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

period.
Terminal infrastructure charges are charged at set rates per tonne of coal based on each customer's annual contracted tonnage and is then recognized on a pro-rata basis each month. Brookfield
Infrastructure's Australian regulated terminal operation also recognizes handling charges based on tonnes of coal shipped through the terminal.

Transport

Revenue
from transport infrastructure consists primarily of freight and transportation services revenue. Revenue is recognized when services are provided and rendered based primarily on
usage or volume throughput during the period.

Energy

Revenue
from energy infrastructure consists primarily of energy distribution and storage as well as district energy services. Revenue is recognized when services are provided and
rendered based primarily on usage or volume throughput during the period.

The
following summarizes Brookfield Infrastructure's classification and measurement of financial assets and liabilities:

Classification

MeasurementFinancial assetsCash and cash equivalents

Loans and receivables

Amortized costAccounts receivable and other

Loans and receivables

Amortized costRestricted cash and deposits

Loans and receivables

Amortized costMarketable securities

Available-for-sale

Fair valueFinancial assetsDerivative assets

FVTPL(1)

Fair valueOther financial assets

Loans and receivables/
Available-for-sale

Amortized cost/
Fair valueFinancial liabilitiesCorporate borrowings

Other liabilities

Amortized costNon-recourse borrowings

Other liabilities

Amortized cost(2)Accounts payable and other

Other liabilities

Amortized costPreferred shares

Other liabilities

Amortized costFinancial liabilities

FVTPL

Fair value


---

The partnership maintains a portfolio of marketable securities comprised of liquid equity and debt infrastructure securities. The marketable
securities are classified as available-for-sale and are subsequently measured at fair value at each reporting date with the change in fair value recorded in other comprehensive income. When a decline
in the fair value of an available-for-sale financial asset has been recognized in other comprehensive income and there is objective evidence that the asset is

F-20     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

impaired,
the cumulative loss that had been recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.

Brookfield
Infrastructure selectively utilizes derivative financial instruments primarily to manage financial risks, including interest rate and foreign exchange risks. Derivative
financial instruments are recorded at fair value. Hedge accounting is applied when the derivative is designated as a hedge of a specific exposure and there is assurance that it will continue to be
highly effective as a hedge based on an expectation of offsetting cash flows or fair value. Hedge accounting is discontinued prospectively when the derivative no longer qualifies as a hedge or the
hedging relationship is terminated. Once discontinued, the cumulative change in fair value of a derivative that was previously recorded in other comprehensive income by the application of hedge
accounting is recognized in profit or loss over the remaining term of the original hedging relationship as amounts related to the hedged item are
recognized in profit and loss. The assets or liabilities relating to unrealized mark-to-market gains and losses on derivative financial instruments are recorded in Financial Assets and Financial
Liabilities, respectively.

Realized
and unrealized gains and losses on foreign exchange contracts, designated as hedges of currency risks relating to a net investment in a subsidiary with a functional currency
other than the U.S. dollar are included in equity and are included in net income in the period in which the subsidiary is disposed of or to the extent partially disposed and control is not
retained. Derivative financial instruments that are designated as hedges to offset corresponding changes in the fair value of assets and liabilities and cash flows are measured at estimated fair value
with changes in fair value recorded in profit or loss or as a component of equity as applicable.

Unrealized
gains and losses on interest rate contracts designated as hedges of future variable interest payments are included in equity as a cash flow hedge when the interest rate risk
relates to an anticipated variable interest payment. The periodic exchanges of payments on interest rate swap contracts designated as hedges of debt are recorded on an accrual basis as an adjustment
to interest expense. The periodic exchanges of payments on interest rate contracts designated as hedges of future interest payments are amortized into profit or loss over the term of the corresponding
interest payments.

Derivative
financial instruments that are not designated as hedges are carried at estimated fair value, and gains and losses arising from changes in fair value are recognized in net
income in the period the changes occur. Realized and unrealized gains on other derivatives not designated as hedges are recorded in other expenses.

Other
financial assets are classified as loans and receivables or available-for-sale securities based on their nature and use within the Partnership's business and are recorded initially
at fair value. Other financial assets classified as available-for-sale are subsequently measured at fair value at each reporting date with the change in fair value recorded in other comprehensive
income. Other financial assets classified as loans and receivables are subsequently measured at amortized cost using the effective interest method, less any impairment. Assets classified as loans and
receivables are impaired when there exists objective evidence that the financial asset is impaired.

Brookfield Infrastructure     F-21

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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Income
tax expense represents the sum of the tax accrued in the period and deferred tax.

Current
income tax assets and liabilities are measured at the amount expected to be paid to tax authorities, net of recoveries based on the tax rates and laws enacted or substantively
enacted at the reporting date. Current income tax relating to items recognized directly in partnership capital are also recognized directly in partnership capital and other comprehensive income.

Deferred
income tax liabilities are provided for using the liability method on temporary differences between the tax bases used in the computation of taxable income and carrying amounts
of assets and liabilities in the consolidated financial statements. Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused
tax losses, to the extent that it is probable that deductions, tax credits and tax losses can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference
arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable income nor the accounting
income. The carrying amount of deferred income tax assets are reviewed at each reporting date and reduced to the extent it is no longer probable that the income tax asset will be recovered.

Deferred
tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where
Brookfield Infrastructure is able to control the reversal of the temporary difference and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets
arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable income against
which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred
income tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax
rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflect the tax consequences that
would follow from the manner in which Brookfield Infrastructure expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred
tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income
taxes levied by the same taxation authority within a single taxable entity or Brookfield Infrastructure intends to settle its current tax assets and liabilities on a net basis in the case where there
exist different taxable entities in the same taxation authority and when there is a legally enforceable right to set off current tax assets against current tax liabilities.

Non-current
assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing
use. This condition

F-22     Brookfield Infrastructure

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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

is
regarded as met only when the sale is highly probable and the non-current asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to
the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification subject to limited exceptions.

When
Brookfield Infrastructure is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale
when the criteria described
above are met, regardless of whether Brookfield Infrastructure will retain a non-controlling interest in its former subsidiary after the sale.

Non-current
assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

Non-current
assets classified as held for sale and the assets of a disposal group are presented separately from other assets in the Consolidated Statements of Financial Position and are
classified as current. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the Consolidated Statements of Financial Position.

Once
classified as held for sale, property, plant and equipment and intangible assets, are not depreciated or amortized, respectively.

Provisions
are recognized when Brookfield Infrastructure has a present obligation (legal or constructive) as a result of a past event, it is probable that Brookfield Infrastructure will
be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The
amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks
and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the obligation, its carrying amount is the present value of those
cash flows.

When
some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually
certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The
preparation of financial statements requires management to make critical judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses that are not readily apparent from other sources, during the
reporting period. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Brookfield Infrastructure     F-23

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Critical
judgments made by management and utilized in the normal course of preparing Brookfield Infrastructure's consolidated financial statements are outlined below.

IFRS 3
(2008) does not include specific measurement guidance for transfers of businesses or subsidiaries between entities under common control. Accordingly, Brookfield
Infrastructure has developed a policy to account for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. Brookfield
Infrastructure's policy is to record assets and liabilities recognized as a result of transactions between entities under common control at the carrying value on the transferor's financial statements,
and to have the Consolidated Statements of Financial Position, Consolidated Statements of Operating Results, Consolidated Statements of Comprehensive Income and Statements of Cash Flows reflect the
results of combining entities for all periods presented for which the entities were under the transferor's common control, irrespective of when the combination takes place.

Judgment
is applied in determining whether the results of operations associated with the assets should be recorded in discontinued operations on the Consolidated Statements of Operating
Results. Brookfield Infrastructure will reclassify the results of operations associated with certain assets to discontinued operations where the assets represent a component of the partnership whose
operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the partnership.

Brookfield
Infrastructure's accounting policies relating to derivative financial instruments are described in note 3(n). The critical judgments inherent in these policies relate
to applying the criteria to the assessment of the effectiveness of hedging relationships. Estimates and assumptions used in determining the fair value of financial instruments are equity and commodity
prices; future interest rates; the credit worthiness of the company relative to its counterparties; the credit risk of the company's counterparties relative to the company; estimated future cash
flows; and discount rates.

Property,
plant and equipment is revalued on a regular basis. The critical estimates and assumptions underlying the valuation of property, plant and equipment are set out in
note 13.

Changes
in fair value are recorded in profit and loss during the period of change. Brookfield Infrastructure determines fair value on an annual basis. Certain assets recorded at fair
value were estimated and determined by management of the Partnership with due consideration given to other relevant data points. Key estimates and assumptions in determining the fair value of standing
timber are: the timing of forecasted revenues and timber prices; estimated selling costs; sustainable felling plans; growth assumptions; silviculture costs; discount rates; terminal capitalization
rates and terminal valuation dates.

F-24     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The
fair value of investment property is primarily determined by discounting the expected future cash flows of each property, generally over a term of 10 years, using a discount
and terminal capitalization rate reflective of the characteristics, location and market of each property. The future cash flows of each property are based upon, among other things, rental income from
current leases and assumptions about rental income from future leases reflecting current conditions, less future cash outflows in respect of such current and future leases.

In
some cases, the fair values are determined based on recent real estate transactions with similar characteristics and location to those of Brookfield Infrastructure. Fair value is
estimated by management of the Partnership with due consideration given to other relevant data points.

Brookfield
Infrastructure accounts for business combinations using the acquisition method of accounting. This method requires the application of fair values for both the consideration
given and the assets and liabilities acquired. The calculation of fair values is often predicated on estimates and judgments including future cash flows, revenue streams and value-in-use calculations
(refer to note 4 for details of business combinations). The determination of the fair values may remain provisional for up to 12 months from the date of acquisition due to the time
required to obtain independent valuations of individual assets and to complete assessments of provisions. When the accounting for a business combination has not been completed as at the reporting
date, this is disclosed in the financial statements, including observations on the estimates and judgments made as of the reporting date.

The
impairment assessment of goodwill and intangible assets with indefinite lives requires an estimation of the value-in-use or fair value less costs of disposal of the cash-generating
units to which goodwill or the intangible asset has been allocated. Brookfield Infrastructure uses the following critical assumptions and estimates: the tax circumstances that gave rise to the
goodwill, timing and amount of future cash flows expected from the cash-generating unit; discount rates; terminal capitalization rates; terminal valuation dates; useful lives and residual values.

Other
estimates utilized in the preparation of the partnership's financial statements are: depreciation and amortization rates and useful lives; recoverable amount of goodwill and
intangible assets; ability to utilize tax losses and other tax measurements.

Other
critical judgments utilized in the preparation of the partnership's financial statements include the determination of functional currency, determination of operating segments,
determination of effectiveness of financial hedges for accounting purposes, recoverability of deferred tax assets and assessment of tax uncertainties, and determination of control.

Brookfield Infrastructure     F-25

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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Brookfield
Infrastructure applied, for the first time, certain Standards and amendments to Standards applicable to Brookfield Infrastructure that became effective January 1, 2013.
The impact of adopting these Standards on the partnership's accounting policies and disclosures are as follows:

IFRS 10 Consolidated Financial Statements ("IFRS 10")

IFRS 10
replaces IAS 27 Consolidated and Separate Financial Statements and SIC 12 ConsolidationSpecial Purpose Entities. IFRS 10 introduces a
single control model for
consolidation, irrespective of the nature of the investee. An investor that exerts power over the investee, has exposure to variable returns and has the ability to use its power to affect the amount
of its returns, controls the investee and accordingly, is required to consolidate the investee.

IFRS 10
was applied retrospectively and the application of this new Standard had no impact on Brookfield Infrastructure's accounting for and presentation of investees for the
current or prior periods presented.

IFRS 11 Joint Arrangements ("IFRS 11") and IAS 28 Investment in Associates and Joint Ventures ("IAS 28")

IFRS 11
replaces IAS 31 Interests in Joint Ventures and SIC 13 Jointly-controlled Entities  Non-monetary Contributions by
Venturers. IFRS 11 removes the option to account for jointly controlled entities using proportionate consolidation. Instead, entities that meet the definition of a joint venture under
IFRS 11 must be accounted for using the equity method. Accordingly, IAS 28 has been amended to include the application of the equity method to investments in joint ventures. The
classification of a joint arrangement as a joint operation or a joint venture depends upon the rights and obligations of the parties to the arrangement. A joint operation is a joint arrangement
whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are joint operators. A joint
venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.

IFRS 11
was applied retrospectively and the application of this new Standard had no impact on Brookfield Infrastructure's accounting for and presentation of investees for the
current and prior periods presented.

IFRS 12 Disclosure of Interests in Other Entities ("IFRS 12")

IFRS 12
integrates the disclosure requirements of interests in other entities to disclose information about significant judgments and assumptions the investor has made in
determining whether it has control, joint control, or significant influence over another entity and the type of joint arrangement
when the arrangement has been structured through a separate vehicle. Entities are also required to provide these disclosures when changes in facts and circumstances affect the entity's conclusion
during the reporting period.

IFRS 12
was applied prospectively. The application of this new Standard led to additional disclosures with regards to the Brookfield Infrastructure's interests in other entities.
These disclosures provide further details regarding Brookfield Infrastructure's non-wholly owned subsidiaries and have been included in note 26 and note 12.

F-26     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

IFRS 13 Fair Value Measurement ("IFRS 13")

IFRS 13
establishes a single source of guidance for fair value measurements. The Standard defines fair value and establishes a framework for measuring fair value. The scope of
IFRS 13 is broad; it applies to both financial instruments and non-financial items for which other IFRSs require or permit fair value measurements, except in specified circumstances.
IFRS 13 was applied prospectively and has not materially impacted the manner in which Brookfield Infrastructure measures its financial and non-financial assets and liabilities. In general, the
disclosure requirements for the fair value of financial instruments and non-financial items under IFRS 13 are more extensive than those required under previous Standards.

The
application of this new Standard led to additional disclosures with regard to the valuation methods applied in determining the fair value of Brookfield Infrastructure's property,
plant and equipment (see note 13), investment property (see note 17) and financial instruments (see note 7).

IAS 1 Presentation of Items of Other Comprehensive Income  Amendments to IAS 1 ("IAS 1")

Brookfield
Infrastructure adopted the amendments to IAS 1 on January 1, 2013 with retrospective application. The amendments to IAS 1 require items to be presented in
other comprehensive income ("OCI") in two separate categories: (a) items that could be reclassified to profit or loss at a future point in time (e.g., impact of translation of foreign
operations and net movement on cash flow hedges) and; (b) items that will never be reclassified to profit or loss (e.g., revaluation of property, plant and equipment). Income tax on
items of other comprehensive income is required to be allocated on the same basis.

Brookfield
Infrastructure has amended the Consolidated Statements of Comprehensive Income (Loss) for all periods presented to reflect the presentation changes required under these
amendments. Since these changes constitute reclassifications within the Consolidated Statements of Comprehensive Income, there is no net impact on comprehensive income.

IFRS 7 Financial Instruments: Disclosures("IFRS 7")

The
amendments to IFRS 7 contain new disclosure requirements for financial assets and liabilities that are offset in the statement of financial position or subject to master
netting arrangements or similar arrangements.

The
amendments to IFRS 7 have been applied prospectively. The application of these amendments has led to additional disclosures regarding the offsetting of financial instruments.
These additional disclosures have been included in note 7.



IFRS 9,Financial Instruments("IFRS 9") was issued by the IASB on November 12, 2009 and will replace IAS 39, Financial Instruments: Recognition and
Measurement("IAS 39"). IFRS 9 uses a single approach to determine whether a financial asset is
measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its
business model and the contractual cash flow characteristics of the financial assets. The new Standard also requires a single impairment method to be used, replacing the

Brookfield Infrastructure     F-27

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

multiple
impairment methods in IAS 39. IFRS 9 is tentatively effective for annual periods beginning on or after January 1, 2018. Brookfield Infrastructure is currently evaluating
the impact of IFRS 9 on its consolidated financial statements.

IFRIC 21,Levies("IFRIC 21") provides guidance on when to recognize a liability for a levy imposed by a government, both
for levies that are accounted for in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets, and those where the timing and amount of the levy is certain.
IFRIC 21 identifies the obligating event for the recognition of a liability as the activity that triggers the payment of the levy in accordance with the relevant legislation. A liability is
recognized progressively if the obligating event occurs over a period of time or, if an obligation is triggered on reaching a minimum threshold, the liability is recognized when that minimum threshold
is reached. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014. Management is currently evaluating the impact of IFRIC 21 on the consolidated financial
statements.

IAS 32, Financial Instruments: Presentation("IAS 32") was amended to clarify certain aspects as a result of the application
of offsetting requirements, namely focusing on the following four main areas: the interpretation of "currently has a legally enforceable right of set-off", the application of simultaneous realization
and settlement, the offsetting of collateral amounts, and the unit of account for applying the offsetting requirements. IAS 32 is effective for annual periods beginning on or after
January 1, 2014. Management is currently evaluating the impact of IAS 32 on the consolidated financial statements.

NOTE 4.  ACQUISITIONS OF BUSINESSES

On
November 13, 2012, Brookfield Infrastructure acquired a 100% interest in Inexus Group Limited, its U.K. regulated distribution operation, for consideration of
$468 million. As part of this transaction, Brookfield Infrastructure also injected an additional $57 million into its existing UK regulated distribution operation to settle interest rate
swaps in advance of the £600 million acquisition financing executed by the combined company. Since Brookfield Infrastructure has the right to elect the majority of the Board of
Directors thereby providing Brookfield Infrastructure with control, the partnership consolidates the entity. Acquisition costs of $1 million were expensed at the acquisition date and recorded
as other expenses on the Consolidated Statements of Operating Results.

The
following summarizes the major classes of consideration transferred and the assets acquired and liabilities assumed at the acquisition date:

Consideration transferred

US$ MILLIONSCash

$
468Net consideration

$
468


F-28     Brookfield Infrastructure

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Fair value of assets and liabilities acquired as at November 13, 2012:

US$ MILLIONSCash

$
5Accounts receivable and other


14Intangible assets


97Deferred income tax asset


106Property, plant and equipment


1,410Accounts payable and other


(70
)Non-recourse borrowings


(545
)Financial liabilities


(323
)Deferred income tax liability


(253
)Net assets acquired

$
441


The excess of the contribution transferred by the partnership over its share of the fair value of the operations' net assets was recognized on the
Consolidated Statements of Financial Position as follows:

US$ MILLIONSConsideration paid

$
468Fair value of net assets acquired before non-controlling interest


(441
)Goodwill arising on acquisition

$
27


The
goodwill recorded on acquisition represents the value of the anticipated growth in the number of new sales connections adding to the regulated asset base. None of the goodwill
recognized is expected to be deductible for income tax purposes.

Brookfield
Infrastructure's results from operations for the twelve months ended December 31, 2012 include $20 million of revenue and $7 million of net loss from the
U.K. regulated distribution operation.

On
December 16, 2011, Brookfield Infrastructure invested $159 million for a 25% interest in Sociedad Concesionario Vespucio Norte Express S.A. ("AVN"), a Chilean
toll road, through a Brookfield
sponsored partnership. At that time, the investment was classified as an investment in an associate and accounted for using the equity method.

On
October 1, 2012, Brookfield Infrastructure acquired an additional 26% interest in AVN for $170 million, bringing Brookfield Infrastructure's total ownership interest to
51%. Concurrently, Brookfield Infrastructure entered into a voting agreement with an affiliate of Brookfield, providing Brookfield Infrastructure the right to elect the majority of the Board of
Directors of the entity thereby providing Brookfield Infrastructure with control. Accordingly, Brookfield Infrastructure consolidates the entity. Acquisition costs of $1 million were expensed
at the acquisition date and recorded as other expenses in the Consolidated Statements of Operating Results.

Brookfield Infrastructure     F-29

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Brookfield
Infrastructure accounted for this transaction as a deemed disposition of its 25% interest in AVN for consideration equal to the fair market value of the equity interest with a
concurrent acquisition of 51% of AVN. The deemed disposition was accounted for as follows:

US$ MILLIONSFair value of net assets in AVN as of date of obtaining control

$
163Less: carrying value of investment in AVN immediately before obtaining control


(171
)Loss on deemed disposition of equity interest ("remeasurement loss")


(8
)Amounts recognized in OCI in relation to AVN


16Fair value gains and other items arising from AVN acquisition

$
8


The following summarizes the major classes of consideration transferred and the assets acquired and liabilities assumed at the
acquisition date:

Consideration transferred

US$ MILLIONSCash

$
170Fair value of net assets in AVN as of date of obtaining control


163Net consideration

$
333


Fair value of assets and liabilities acquired as at October 1, 2012:

US$ MILLIONSCash

$
69Accounts receivable and other(1)


53Intangible assets


1,443Accounts payable and other


(32
)Non-recourse borrowings


(772
)Deferred income tax liability


(108
)Non-controlling interest(2)


(320
)Net assets acquired

$
333


(1)The gross contractual amount of the acquired identifiable accounts receivable and other is $38 million. The estimated
contractual cash flows not expected to be collected at the acquisition date is $10 million.(2)Non-controlling interest represents the interest not acquired by Brookfield Infrastructure and was measured as the proportionate share of the fair value of
assets and liabilities at the acquisition date.


No goodwill arose on acquisition as the consideration transferred by Brookfield Infrastructure equaled its share of the fair value of the Chilean
toll roads.

See
note 3(r), "Critical Accounting Judgments and Key Sources of Estimation Uncertainty", for further discussion of significant assumptions used in measuring these
fair values.

F-30     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Brookfield
Infrastructure's results from operations for the twelve months ended December 31, 2012 include $27 million of revenue and $9 million of net income from
the Chilean toll roads.

On
October 31, 2012, Brookfield Infrastructure acquired a 25% interest in Enwave Energy Corporation, its North American district energy operation, for consideration of
$74 million through a Brookfield sponsored infrastructure fund. Concurrently, Brookfield Infrastructure entered into a voting agreement
with an affiliate of Brookfield, providing Brookfield Infrastructure the right to elect the majority of the Board of Directors of the entity thereby providing Brookfield Infrastructure with control.
Accordingly, Brookfield Infrastructure consolidates the entity. Acquisition costs of less than $1 million were expensed at the acquisition date and recorded as other expense on the Consolidated
Statements of Operating Results.

The
following summarizes the major classes of consideration transferred and the assets acquired and liabilities assumed at the acquisition date:

Consideration transferred

US$ MILLIONSCash

$
74Net consideration

$
74


Fair value of assets and liabilities acquired as at October 31, 2012:

US$ MILLIONSAccounts receivable and other

$
9Property, plant and equipment


560Accounts payable and other


(15
)Non-recourse borrowings(1)


(187
)Deferred income tax liability


(77
)Net assets acquired before non-controlling interest


290Non-controlling interest(2)


(216
)Net assets acquired

$
74


(1)Non-recourse borrowings which has $100 million of holding company debt drawn on the acquisition date.(2)Non-controlling interest represents the interest not acquired by Brookfield Infrastructure and was measured as the proportionate share of the fair value of
assets and liabilities at the acquisition date.


No goodwill arose on acquisition as the consideration transferred by Brookfield Infrastructure equaled its share of the fair value of the North
American district energy operation.

Brookfield
Infrastructure's results from operations for the twelve months ended December 31, 2012 include $13 million of revenue and $nil of net income from the North
American district energy operation.

Brookfield Infrastructure     F-31

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

On
January 27, 2012, Brookfield Infrastructure acquired a 17% interest in Empresa de Energia de Boyaca S.A., its Colombian distribution operation, for consideration of
$55 million through a Brookfield sponsored infrastructure fund, as a platform to build a broad based electricity business in Colombia. Concurrently, Brookfield Infrastructure entered into a
voting agreement with an affiliate of Brookfield, providing Brookfield Infrastructure with the right to elect the Board of Directors of the entity thereby providing Brookfield Infrastructure with
control. Accordingly, Brookfield Infrastructure consolidates the entity. Acquisition costs of $4 million were expensed at the acquisition date and recorded as other expense on the Consolidated
Statements of Operating Results.

The
following summarizes the major classes of consideration transferred and the assets acquired and liabilities assumed at the acquisition date:

Consideration transferred

US$ MILLIONSCash

$
55Net consideration

$
55


Fair value of assets and liabilities acquired as at January 27, 2012:

US$ MILLIONSCash

$
44Property, plant and equipment


633Accounts payable and other


(15
)Financial liabilities


(40
)Non-recourse borrowings(1)


(172
)Deferred income tax liability


(152
)Net assets acquired before non-controlling interest


298Non-controlling interest(2)


(261
)Net assets acquired

$
37


(1)Non-recourse borrowings includes $139 million of holding company debt drawn on the acquisition date.(2)Non-controlling interest represents the interest not acquired by Brookfield Infrastructure and was measured at fair value at the acquisition date.
Brookfield Infrastructure determined fair value utilizing the income method based on calculating the estimated future discounted cash flows of the Colombian regulated distribution operation. Key
valuation assumptions include a discount rate of 13% and a terminal valuation of approximately 20 years.


F-32     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The excess of the consideration transferred by Brookfield over its share of the fair value of the Colombian regulated distribution operations' net
assets was recognized on the Consolidated Statements of Financial Position as follows:

US$ MILLIONSConsideration paid

$
55Consideration paid by non-controlling interest

$
261Total consideration paid


316Fair value of net assets acquired before non-controlling interest


(298
)Goodwill arising on acquisition

$
18


The
goodwill recorded on acquisition represents the expected growth arising from its position as an incumbent in a fragmented electricity distribution industry in a region with emerging
coal, steel and cement industries. None of the goodwill recognized is expected to be deductible for income tax purposes.

Brookfield
Infrastructure's results from operations for the twelve months ended December 31, 2012, include $188 million of revenue, and $5 million of net income from
the Colombian regulated distribution operation.

NOTE 5.  PARTIAL DISPOSITION OF UK REGULATED DISTRIBUTION OPERATION

In November 2012, a wholly-owned subsidiary of Brookfield Infrastructure entered into an arrangement whereby a 20% economic interest in its UK regulated
distribution operation was sold to an institutional investor for £145 million subject to the UK regulated distribution operation attaining long-term financing under certain
pre-defined contractual terms. In the event that the UK regulated distribution operation did not obtain long-term financing at the contractually specified terms within two years of the arrangement,
the institutional investor had the right to request repayment of £145 million plus 3% interest. Consequently, the proceeds were recorded as a financial liability.

In
March 2013, the UK regulated distribution operation satisfied the requirements within the contractual terms of the arrangement, which resulted in the derecognition of the
financial liability as the £145 million initially received under the arrangement was recognized as proceeds on the disposal of a partial interest of a subsidiary.

The
partial disposition of Brookfield Infrastructure's 20% interest in the UK regulated distribution operation resulted in an adjustment to the carrying amounts of controlling and
non-controlling interests to reflect the change in interest in the subsidiary. The difference between the amount by which the non-controlling interests are adjusted and the fair value of the
consideration received was recognized directly in equity.

Brookfield Infrastructure     F-33

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The
partial disposition was accounted for as follows:

US$ MILLIONSFair value of consideration received (£145 million)

$
221Less: carrying value of 20% interest in UK regulated distribution operation allocated to non-controlling interestin operating
subsidiaries


(115
)Gain on changes in ownership interest recognized in equity(1)

$
106


(1)The gain on changes in ownership interest recognized in equity is recorded as ownership changes within the Consolidated Statements of
Partnership Capital and attributed on a ratable basis to the partners of Brookfield Infrastructure based on their respective ownership interests existing at the date of the partial disposal. Amounts
in accumulated other comprehensive income at the date of the partial disposition that were attributable to the UK regulated distribution operation were ratably allocated to accumulated other
comprehensive income attributable to non-controlling interestin operating subsidiaries


NOTE 6.  DISCONTINUED OPERATIONS

The revenues and expenses related to the U.S. and Canadian freehold timberlands, Brookfield Infrastructure's timber segment, have been presented on the
Consolidated Statements of Operating Results as discontinued operations as a result of the following transactions:



The
timber segment was reported as part of continuing operations until the second quarter of 2013 and has since been classified as discontinued operations for both the current and
comparative periods.

F-34     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Operating
results of discontinued operations for the years ended December 31, 2013, 2012 and 2011 are as follows:

For the Year Ended December 31US$ MILLIONS

2013

2012

2011Revenues

$
305

$
480

$
521Direct operating costs


(174
)

(328
)

(338
)Depreciation and amortization expense





(2
)

(1
)131


150


182Interest expense


(44
)

(85
)

(82
)Fair value adjustments


(10
)

203


341Other expenses


(2
)




(8
)Income before income tax


75


268


433Attributable current and deferred taxes


(14
)

(78
)

(144
)61


190


289Gain on disposal of timber segment


57





Attributable current and deferred taxes


(73
)




(16
)




Income from discontinued operations

$
45

$
190

$
289


Income
(loss) attributable to unitholders for the years ended December 31, 2013, 2012 and 2011 is as follows:

For the year
ended December 31US$ MILLIONS

2013

2012

2011Income (loss) from continuing operations attributable to:Non-controlling interestin operating subsidiaries

$
80

$
53

$
33Non-controlling interestRedeemable Partnership units held by Brookfield


(27
)

9


32General partner


31


16


5Limited partners


(64
)

23


81Income (loss) from discontinued operations attributable to:Non-controlling interestin operating subsidiaries

$
43

$
132

$
220Non-controlling interestRedeemable Partnership units held by Brookfield


1


17


19General partner








Limited partners


1


41


50Basic and diluted earnings (loss) per unit attributable to:Limited partners from continuing operations


(0.46
)

0.17


0.71Limited partners from discontinued operations


0.03


0.30


0.42Basic and diluted earnings (loss) per unit attributable to Limited partners

$
(0.43
)
$
0.47

$
1.13


Brookfield Infrastructure     F-35

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Comprehensive
income (loss) attributable to unitholders for the years ended December 31, 2013, 2012 and 2011 is as follows:

For the year ended December 31US$ MILLIONS

2013

2012

2011Comprehensive income from continuing operations attributable to:Non-controlling interestin operating subsidiaries

$
111

$
118

$
5Non-controlling interestRedeemable Partnership units held by Brookfield


19


207


173General partner


32


19


7Limited partners


50


501


420Comprehensive income (loss) from discontinued operations attributable to:Non-controlling interestin operating subsidiaries

$
50

$
134

$
228Non-controlling interestRedeemable Partnership units held by Brookfield


1


(34
)

(63
)General partner








Limited partners


3


(69
)

(136
)


Other
comprehensive income (loss) relating to the disposal group for the years ended December 31, 2013, 2012 and 2011 is as follows:

For the year ended December 31US$ MILLIONS

2013

2012

2011Revaluation of property, plant and equipment

$
(4
)
$
(3
)
$
(5
)Cash flow hedges


5


1


1Taxes on the above items


(1
)

(2
)

(1
)Total

$


$
(4
)
$
(5
)


The
net cash flows attributable to the operating, investing and financing activities of discontinued operations for the years ended December 31, 2013, 2012 and 2011 are
as follows:

For the year ended December 312013

2012

2011Operating cash flows

$
67

$
56

$
108Investing cash flows


(49
)

(7
)

Financing cash flows


(49
)

(52
)

(122
)Net cash flows

$
(31
)
$
(3
)
$
(14
)


F-36     Brookfield Infrastructure

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 7.  FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Fair
values determined using valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining those
assumptions, Brookfield Infrastructure looks primarily to external readily observable market inputs such as interest rate yield curves, currency rates, and price and rate volatilities as applicable.
The fair value of interest rate swap contracts which form part of financing arrangements is calculated by way of discounted cash flows using market interest rates and applicable credit spreads.

Classification of Financial Instruments

Financial instruments classified as fair value through profit or loss are carried at fair value on the Consolidated Statements of
Financial Position. Changes in the fair values of financial instruments classified as fair value through profit or loss are recognized in profit and loss. Mark-to-market adjustments on hedging items
for those in an effective hedging relationship and changes in the fair value of available-for-sale securities are recognized in other comprehensive income. These items have been segregated from Other
(expenses) income to reflect the significance of these changes in the current period. Mark-to-market losses on financial instruments carried at fair value of $49 million and $35 million
for the years ended December 31, 2012 and 2011, respectively, have been reclassified from other (expenses) income to mark-to-market on hedging items on the Consolidated Statements of Operating
Results to conform with current period presentation.

Brookfield Infrastructure     F-37

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Carrying Value and Fair Value of Financial Instruments

The following table provides the allocation of financial instruments and their associated financial instrument classifications as at
December 31, 2013:

US$ MILLIONS

FVTPL

Available for
sale securities

Loans and
Receivables/
Other LiabilitiesFinancial Instrument Classification
MEASUREMENT BASIS

(Fair Value)

(Fair Value
through OCI)

(Amortized Cost)

TotalFinancial assetsCash and cash equivalents

$


$


$
538

$
538Accounts receivable and other








346


346Financial assets (current and non-current)(1)


241





66


307Marketable securities





230





230Restricted cash








3


3Total

$
241

$
230

$
953

$
1,424Financial liabilitiesCorporate borrowings

$


$


$
377

$
377Non-recourse borrowings (current and non-current)








5,790


5,790Accounts payable and other








491


491Preferred shares








20


20Financial liabilities (current and non-current)(1)


547








547Total

$
547

$


$
6,678

$
7,225


(1)Derivative instruments which are elected for hedge accounting totaling $196 million are
included in Financial assets and $195 million of derivative instruments are included in Financial liabilities.


F-38     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The following table provides the allocation of financial instruments and their associated financial instrument classifications as at
December 31, 2012:

US$ MILLIONS

FVTPL

Available for
sale securities

Loans and
Receivables/
Other LiabilitiesFinancial Instrument Classification
MEASUREMENT BASIS

(Fair Value)

(Fair Value
through OCI)

(Amortized Cost)

TotalFinancial assetsCash and cash equivalents

$


$


$
263

$
263Accounts receivable and other








372


372Financial assets (current and non-current)(1)


99








99Restricted cash








17


17Total

$
99




$
652

$
751Financial liabilitiesCorporate borrowings

$


$


$
946

$
946Non-recourse borrowings (current and non-current)








6,993


6,993Accounts payable and other








582


582Preferred shares








20


20Financial liabilities (current and non-current)(1)


650





235


885Total

$
650




$
8,776

$
9,426


(1)Derivative instruments which are elected for hedge accounting totaling $1 million are
included in Financial assets and $234 million of derivative instruments are included in Financial liabilities.


The following table provides the carrying values and fair values of financial instruments as at December 31, 2013 and
December 31, 2012:

Dec. 31, 2013

Dec. 31, 2012US$ MILLIONS

Carrying Value

Fair Value

Carrying Value

Fair ValueFinancial assetsCash and cash equivalents

$
538

$
538

$
263

$
263Accounts receivable and other


346


346


372


372Financial assets (current and non-current)


307


307


99


99Marketable securities


230


230





Restricted cash


3


3


17


17Total

$
1,424

$
1,424

$
751

$
751Financial liabilitiesCorporate borrowings(1)

$
377

$
381

$
946

$
946Non-recourse borrowings(2)


5,790


6,184


6,993


7,292Accounts payable and other (current and non-current)


491


491


582


582Preferred shares


20


20


20


20Financial liabilities (current and non-current)


547


547


885


855$
7,225

$
7,623

$
9,426

$
9,695


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


Brookfield Infrastructure     F-39

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

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


Hedging Activities

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

Cash Flow Hedges

Brookfield Infrastructure uses interest rate swaps to hedge the variability in cash flows related to a variable rate asset or liability
and highly probably forecast issuances of debt. The settlement dates typically coincide with the dates on which the interest is payable on the underlying debt, and the amount accumulated in equity is
reclassified to profit or loss over the period that the floating rate interest payments on debt affect profit or loss. For the year ended December 31, 2013, pre-tax net unrealized losses of
$13 million (2012: losses of $29 million, 2011: losses of $94 million) were recorded in other comprehensive income for the effective portion of the cash flow hedges. As at
December 31, 2013, there was a net unrealized derivative liability balance of $31 million relating to derivative contracts designated as cash flow hedges (2012: $146 million,
2011: $118 million). During the year, a gain of less than $1 million (2012: losses of less than $1 million, 2011: losses of less than $1 million) was recognized in the
Consolidated Statements of Operating results as it pertains to the pre-tax net unrealized losses noted above.

Net Investment Hedges

Brookfield Infrastructure uses foreign exchange contracts and foreign currency denominated debt instruments to manage its foreign
currency exposures arising from net investments in foreign operations having a functional currency other than the U.S. dollar. For the year ended December 31, 2013, unrealized pre-tax
net gains of $14 million (2012: losses of $19 million, 2011: gains of $30 million) were recorded in other comprehensive income for the effective portion of hedges of net
investments in foreign operations. Further, Brookfield Infrastructure recognized a $26 million loss (2012: $10 million gain, 2011: loss of $60 million) in other comprehensive
income relating to the net settlement of foreign exchange contracts in the period. As at December 31, 2013, there was a net
unrealized derivative asset balance of $8 million relating to derivative contracts designated as net investment hedges (2012: net unrealized derivative liability balance of $6 million).

F-40     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Fair Value Hierarchical LevelsFinancial Instruments

Fair value hierarchical levels are directly determined by the amount of subjectivity associated with the valuation inputs of these
assets and liabilities, and are as follows:

Level 1



Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.Level 2



Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or
liability through correlation with market data at the measurement date and for the duration of the instrument's anticipated life. Fair valued assets and liabilities that are included in this category are primarily certain derivative contracts and
other financial assets carried at fair value in an inactive market.Level 3



Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the
measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to determining the estimate. Fair valued assets and liabilities that are included in this category are interest rate swap
contracts, derivative contracts, certain equity securities carried at fair value which are not traded in an active market and the non-controlling interest's share of net assets of limited life funds.


Fair
value of the partnership's financial assets and financial liabilities are measured at fair value on a recurring basis. The following table summarizes the valuation techniques and
significant inputs for Brookfield Infrastructure's financial assets and financial liabilities:

US$ MILLIONS

Fair value hierarchy

Dec. 31, 2013

Dec. 31, 2012Marketable securities

Level 1(1)

$
230

$
Foreign currency forward contracts

Level 2(2)Financial asset




30


Financial liability




(36
)

(8
)Net financial (liability)



$
(6
)
$
(8
)Interest rate swaps

Level 2(2)Financial asset



$
175


96Financial liability




(103
)

(229
)Net financial asset (liability)



$
72

$
(133
)


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


Assets and liabilities measured at fair value on a recurring basis include $471 million (2012: $111 million) of financial assets and
$547 million (2012: $885 million) of financial liabilities which are measured at fair value using valuation inputs based on management's best estimates.

Brookfield Infrastructure     F-41

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

During
the year, no transfers were made between level 1 and 2 or level 2 and 3. The following table categorizes financial assets and liabilities, which are
carried at fair value, based upon the level of input.

Dec. 31, 2013

Dec. 31, 2012US$ MILLIONS

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3Financial assetsCash equivalents

$


$


$


$


$
12

$
Marketable securities


230














Financial assets (current and non-current)





241








99


Financial liabilitiesFinancial liabilities (current and non-current)

$


$
547

$


$


$
885

$



Offsetting of Financial Assets and Liabilities

Financial assets and liabilities are offset with the net amount reported in the Consolidated Statements of Financial Position where the
partnership currently has a legally enforceable right to offset and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

The
following table presents the recognized financial instruments that are offset, which are those financial assets and liabilities subject to offsetting, enforceable master netting
agreement and similar agreements, as at December 31, 2013 and 2012. The Net column shows the impact on the partnership's Consolidated Statements of Financial Position if all set-off rights
were exercised.

Amounts Offset

Amounts Not
OffsetUS$ MILLIONS

Gross
assets

Gross
liabilities

Net
amounts

Financial
instruments

NetDecember 31, 2013Trade receivable (payable)

$
6

$
(1
)
$
5

$
308

$
313Financial assets











241


241Financial Liabilities











(547
)

(547
)December 31, 2012Trade receivable (payable)

$
8

$
(1
)
$
7

$
365

$
372Financial assets











99


99Financial Liabilities











(885
)

(885
)


F-42     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 8.  CASH AND CASH EQUIVALENTS

US$ MILLIONS

2013

2012Cash

$
538

$
251Cash equivalents





12Total cash and cash equivalents

$
538

$
263


NOTE 9.  FINANCIAL ASSETS

US$ MILLIONS

2013

2012Current:Foreign currency forward contracts

$
30

$
Marketable securities


230


Other


102


3Total current

$
362

$
3Non-current:Restricted cash(1)

$
3

$
17Cross currency interest rate swaps


175


96Total non-current

$
178

$
113


(1)Restricted cash can only be used as a reserve for servicing debt under certain financing
arrangements. These restricted cash balances have not been included in the year end cash balances for the purposes of the Consolidated Statements of Cash Flows.


NOTE 10.  ACCOUNTS RECEIVABLE AND OTHER

US$ MILLIONS

2013

2012Current:Accounts receivable

$
313

$
343Prepayments & other assets


33


29Total current

$
346

$
372Non-current:Deferred financing costs(1)

$
2

$
3Other assets


90


222Total non-current

$
92

$
225


(1)Deferred financing costs are amortized to interest expense over the term of the borrowing.


Brookfield Infrastructure     F-43

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 11.  INVENTORY

US$ MILLIONS

2013

2012Current:Raw materials and consumables(1)

$
22

$
108Carrying amount of inventories

$
22

$
108


(1)Raw materials and consumables includes felled trees.


The amount of write down of inventories recognized as an expense in 2013 is $nil (2012: $nil, 2011: $nil).

NOTE 12.  INVESTMENTS IN ASSOCIATES

The following table presents the ownership interest and carrying values of Brookfield Infrastructure's investments in associates:

Ownership Interest

Voting Interest

Carrying ValueUS$ MILLIONS

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012Brazilian toll road(1)


31%


15%


31%


15%

$
773

$
346South American transmission operation


28%


28%


28%


28%


717


669Australasian energy distribution(2)


%


42%


%


42%





384Other(3)


11%-50%


11%-50%


11%-50%


11%-50%


549


780Total













$
2,039

$
2,179


The
following table represents the change in the balance of investments in associates:

US$ MILLIONS

2013

2012Balance at beginning of year

$
2,179

$
1,400Share of income for the year


(217
)

1Share of reserves for the yearOCI


160


138Foreign currency translation


(81
)

58Distributions


(90
)

(63
)Additions


518


816Disposal(2)(4)


(430
)

(171
)Balance at end of year

$
2,039

$
2,179


(1)On December 3, 2012, Brookfield Infrastructure, through an entity formed between a
Brookfield sponsored fund and Abertis Infraestructuras, S.A. ("Abertis"), acquired a 15% interest in a Brazilian toll road asset. In the third quarter of 2013, Brookfield Infrastructure
increased its interest in the investment to approximately 31%. Brookfield Infrastructure has significant influence through Brookfield's position in the entity. Accordingly, Brookfield Infrastructure
equity accounts for the entity.


F-44     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

(2)In the fourth quarter of 2013, Brookfield Infrastructure sold its 42% interest in its Australasian energy distribution business to a
third party for net proceeds of USD $415 million, resulting in a gain on disposition of $35 million recognized on the Consolidated Statement of Operating Results within the gain on sale
of associates line item. As a result of the disposition, accumulated revaluation surplus of $80 million post-tax was reclassified from other comprehensive income directly to retained earnings
and noted as an other item on the Consolidated Statements of Partnership Capital.(3)Other includes Brookfield Infrastructure's Social Infrastructure asset, North American gas transmission operation, European port
operation and the Texas electricity transmission project(4)Brookfield Infrastructure invested $159 million in a Chilean toll road asset in December 2011 through a Brookfield
sponsored partnership. On October 1, 2012, Brookfield Infrastructure acquired an additional 26% interest in AVN for $170 million, through a Brookfield sponsored partnership, bringing
Brookfield Infrastructure's total ownership interest to 51%. Concurrently, Brookfield Infrastructure entered into a voting agreement with an affiliate of Brookfield, providing Brookfield
Infrastructure with the right to elect the majority of the Board of Directors of the entity thereby providing Brookfield Infrastructure with control. Accordingly, Brookfield Infrastructure
consolidates the entity.


Impairment of North American natural gas transmission operation

Our North American natural gas transmission operation is a provider of natural gas transmission and storage services to the Chicago and
Northern Indiana markets.

In
2013, the North American natural gas transmission operation continued to be affected by weak market fundamentals in the U.S. natural gas market. Throughout 2013, the
U.S. natural gas market experienced compressed basis spreads due to the build out of pipeline infrastructure as well as a decrease in gas prices driven by a fundamental shift in supply dynamics
in the U.S. These factors in conjunction with regulatory approvals occurring in the later part of the year granted for the further build out or reversal of certain pipelines triggered an
impairment of the operations' property, plant and equipment.

The
revaluation of property, plant and equipment within the associate resulted in an impairment charge attributable to the partnership of $275 million. The impairment was recorded
in net income for the year ended December 31, 2013 and, as the charge represents a write-down of property, plant and equipment within an associate, was recognized within the share of (losses)
earnings from investments in associates line item on the Consolidated Statements of Operating Results. The impairment charge of the North American natural gas transmission operation is reported within
the energy operating segment.

Below
is a summary of the significant valuation assumptions utilized in measuring the fair value of the property, plant and equipment of the North American natural gas transmission
operation for the years ended December 31, 2013 and 2012 (level 3 on the fair value hierarchy). The values assigned to the key assumptions represented management's assessment of future
trends in the environment in which the North American natural gas transmission assets operate and were based on historical data from both external and internal sources.

Valuation technique

Significant valuation assumptions

2013

2012Discounted cash flow

Discount rate


10%


9%Terminal value multiple


11.6x


11.8xTerminal valuation date


10 years


10 years


The
current basis spread environment is a primary driver of market sensitive revenue for the North American natural gas transmission operation, meaning unsold capacity or
contracts that are up for renewal within any given year, and therefore is a key assumption in the determination of fair value.

Brookfield Infrastructure     F-45

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Basis
spreads are a primary indicator in predicting the negotiated rates at which the contracts will renew. Throughout 2013 basis spreads remained compressed and as a result, market sensitive
negotiated rates were adjusted downwards at year end to reflect the current environment. The assumed rates are consistent with the assumption that a market participant would make.

The
discount rate represents the current market assessment of the risks specific to the North American natural gas transmission assets, taking into consideration the time value of money
and individual risks of the underlying assets that have not been incorporated into the cash flow estimates. The discount rate calculation is based on the specific circumstances of the underlying
assets and is derived using an equity approach. The equity discount rate takes into account an optimized capital structure that a market participant would assume based on comparable entities operating
in a comparable industry. Asset and industry-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated based on publicly available market data.

Terminal
value multiples were derived using publicly available data for comparable companies that a market participant would use in forming a view on fair value. The terminal value as
estimated represents the present value of operations at the end of the 10 year forecast period based on an assumed continuous hold from the perspective of a market participant.

The
following table presents the gross assets and liabilities of Brookfield Infrastructure's investments in associates:

As at December 31, 2013Total

Attributable toUS$ MILLIONS

Current
Assets

Non-
Current
Assets

Total
Assets

Current
Liabilities

Non-
Current
Liabilities

Total
Liabilities

Total
Net
Assets

Other
Ownership
Interests

Partnership's
ShareBrazilian toll road

$
805

$
4,758

$
5,563

$
(532
)
$
(2,578
)
$
(3,110
)
$
2,453

$
1,680

$
773South American transmission operation


1,254


4,543


5,797


(1,189
)

(2,055
)

(3,244
)

2,553


1,836


717Australasian energy distribution


























Other


541


8,087


8,628


(382
)

(6,235
)

(6,617
)

2,011


1,462


549Total

$
2,600

$
17,388

$
19,988

$
(2,103
)
$
(10,868
)
$
(12,971
)
$
7,017

$
4,978

$
2,039




December 31, 2012Total

Attributable toUS$ MILLIONS

Current
Assets

Non-
Current
Assets

Total
Assets

Current
Liabilities

Non-
Current
Liabilities

Total
Liabilities

Total
Net
Assets

Other
Ownership
Interests

Partnership's
ShareBrazilian toll road

$
603

$
4,612

$
5,215

$
(609
)
$
(2,248
)
$
(2,857
)
$
2,358


2,012

$
346South American transmission operation


233


5,404


5,637


(1,185
)

(2,054
)

(3,239
)

2,398


1,729


669Australasian energy distribution


30


2,283


2,313


(141
)

(1,261
)

(1,402
)

911


527


384Other


608


10,203


10,811


(1,462
)

(7,603
)

(9,065
)

1,746


966


780Total

$
1,474

$
22,502

$
23,976

$
(3,397
)
$
(13,166
)
$
(16,563
)
$
7,413

$
5,234

$
2,179


F-46     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The following table presents the gross of revenue, net income, other comprehensive income and dividend received from Brookfield Infrastructure's
investments in associates for the years ended December 31, 2013, 2012, and 2011:

Twelve Months Ended December 31, 2013Total

Attributable to Other Ownership Interests

Attributable to PartnershipUS$ MILLIONS

Revenue

Net
Income

OCI

Total

Comprehensive
Income

Distributions

Comprehensive
Income

DistributionsBrazilian toll road

$
1,125

$
(15
)
$
(193
)
$
(208
)
$
(192
)
$


$
(16
)
$
South American transmission operation


446


113


264


377


202


175


175


68Australasian energy distribution


308


206


(45
)

161


73


26


88


19Other


1,459


(1,032
)

204


(828
)

(524
)

6


(304
)

3Total

$
3,338

$
(728
)
$
230

$
(498
)
$
(441
)
$
207

$
(57
)
$
90




Twelve Months Ended December 31, 2012Total

Attributable to Other Ownership Interests

Attributable to PartnershipUS$ MILLIONS

Revenue

Net
Income

OCI

Total

Comprehensive
Income

Distributions

Comprehensive
Income

DistributionsBrazilian toll road

$
65

$
10

$
35

$
45

$
42

$


$
3

$
South American transmission operation


439


55


321


376


298


92


78


39Australasian energy distribution


322


45


206


251


164


52


87


17Other


1,472


(96
)

(39
)

(135
)

(106
)

3


(29
)

7Total

$
2,298

$
14

$
523

$
537

$
398

$
147

$
139

$
63




Twelve Months Ended December 31, 2011Total

Attributable to Other Ownership Interests

Attributable to PartnershipUS$ MILLIONS

Revenue

Net
Income

OCI

Total

Comprehensive
Income

Distributions

Comprehensive
Income

DistributionsBrazilian toll road

$


$


$


$


$


$


$


$
South American transmission operation


402


324


658


982


808


44


174


10Australasian energy distribution


295


27


25


52


31


26


21


19Other


1,746


47


(30
)

17


16


7


1


4Total

$
2,443

$
398

$
653

$
1,051


855

$
77


196

$
33


As at December 31, 2013 and 2012, none of the associates have published market prices.

Brookfield Infrastructure     F-47

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 13.  PROPERTY, PLANT AND EQUIPMENT

US$ MILLIONS

Utility
Assets

Transport
Assets

Energy
Assets

Timberland
Assets

Total
AssetsGross Carrying Amount:Balance at January 1, 2012

$
996

$
2,240

$
317

$
570

$
4,123Additions (disposals)


90


434


34


(14
)

544Acquisitions through business combinations


2,035


3


686





2,724Fair value adjustment


110


277


32





419Reversal of impairment losses recognized in profit or loss











95


95Net foreign currency exchange differences


89


46


13





148Balance at December 31, 2012

$
3,320

$
3,000

$
1,082

$
651

$
8,053Additions


172


170


43





385Disposals








(5
)




(5
)Acquisitions (dispositions) through business combinations








145


(651
)

(506
)Fair value adjustment


167


225


39





431Net foreign currency exchange differences


(13
)

(410
)

(71
)




(494
)Balance at December 31, 2013

$
3,646

$
2,985

$
1,233

$


$
7,864Accumulated depreciation:Balance at December 31, 2011

$
(2
)
$
(27
)
$
(16
)
$
(5
)
$
(50
)Depreciation expense


(64
)

(96
)

(23
)

(1
)

(184
)Fair value adjustment


58


82


13





153Reversal of impairment losses recognized in profit or loss











1


1Net foreign currency exchange differences


(2
)

(2
)

1





(3
)Balance at December 31, 2012

$
(10
)
$
(43
)
$
(25
)
$
(5
)
$
(83
)Depreciation expense


(121
)

(111
)

(43
)




(275
)Fair value adjustment


102


93


32





227Disposals











5


5Net foreign currency exchange differences


5


17


3





25Balance at December 31, 2013

$
(24
)
$
(44
)
$
(33
)
$


$
(101
)Net book value:December 31, 2013

$
3,622

$
2,941

$
1,200

$


$
7,763December 31, 2012

$
3,310

$
2,957

$
1,057

$
646

$
7,970


The
fair value of the partnership's property, plant, and equipment are measured at fair value on a recurring basis with an effective date of revaluation for all asset classes of
December 31, 2013 and 2012. Brookfield Infrastructure determined fair value under the income method. Assets under development were revalued where fair value could be reliably measured. The
following table

F-48     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

summarizes
the valuation techniques and significant inputs for Brookfield Infrastructure's plant, property and equipment assets, categorized by segment. The partnership has classified all assets below
under level 3 of the fair value hierarchy:

December 31, 2013

December 31, 2012Segment

Valuation
Technique

Discount Rate

Terminal
Value Miltiple

Investment
Horizon (yrs.)

Valuation
Technique

Discount Rate

Terminal
Value Miltiple

Investment
Horizon (yrs.)Utilities

Discounted cash flow model

8% to 13%

10x to 16x

10 to 20 yrs

Discounted cash flow model

8% to 13%

9x to 17x

10 to 20 yrsTransport

Discounted cash flow model

11% to 12%

7x to 11x

10 yrs

Discounted cash flow model

11% to 12%

8x to 11x

10 yrsEnergy

Discounted cash flow model

12% to 16%

8x to 12x

10 yrs

Discounted cash flow model

12% to 15%

7x to 8x

10 yrs


An increase in the discount rate would lead to a decrease in the fair value of property, plant and equipment. Additionally, an increase in the
discount rate could result in a decrease to the terminal value multiple which would further decrease the value of property, plant and equipment. Conversely, an increase to the terminal value multiple
would increase the fair value of property, plant and equipment.

At
December 31, 2013, Brookfield Infrastructure carried out a review of the fair value of its Utility property, plant and equipment, resulting in a gain from revaluation of
$269 million (2012: $168 million) which was recognized in revaluation surplus in the Consolidated Statements of Comprehensive Income. The carrying amount of Utility property, plant and
equipment that would have been recognized had the assets been carried under the cost model is $3,140 million (2012: $3,094 million).

At
December 31, 2013, Brookfield Infrastructure carried out a review of the fair value of its Transport property, plant and equipment. A gain from revaluation of
$318 million (2012: $359 million) was recognized in revaluation surplus in the Consolidated Statements of Comprehensive Income. The carrying amount of Transport assets that would have
been recognized had the assets been carried under the cost model is $2,079 million (2012: $2,322 million).

At
December 31, 2013, Brookfield Infrastructure carried out a review of the fair value of its Energy property, plant and equipment. A gain from revaluation of $71 million
(2012: $45 million) was recognized in revaluation surplus in the Consolidated Statements of Comprehensive Income. The carrying amount of Energy assets that would have been recognized had the
assets been carried under the cost model is $1,083 million (2012: $1,012 million).

At
December 31, 2013, no review of fair value was completed for the U.S. and Canadian freehold timberlands' property, plant and equipment as these businesses were sold during the
year ended
December 31, 2013. For the year ended December 31, 2012, a gain from revaluation of $95 million was recorded, which as a reversal of a prior period impairment, was recognized as
fair value adjustments in the Consolidated Statements of Operating Results. The fair value of the Partnership's property, plant and equipment are determined by management of the Partnership with due
consideration given to other relevant data points. Key valuation assumptions for the year ended December 31, 2012 include a weighted average discount rate of 6% and an average terminal
valuation date of approximately 90 years. As at December 31, 2012 the carrying amount of Timber assets that would have been

Brookfield Infrastructure     F-49

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

recognized
had the assets been carried under the cost model is $550 million. The reversal of impairment losses in the year ended December 31, 2012 resulted primarily from a decrease in
discount rates based on comparable transactions observed in the market and a recovery in timber prices.

NOTE 14.  INTANGIBLE ASSETS

US$ MILLIONS

2013

2012Cost

$
4,117

$
4,566Accumulated amortization


(111
)

(69
)Net intangible assets

$
4,006

$
4,497


Intangible
assets are allocated to the following cash generating units:

US$ MILLIONS

Dec. 31, 2013

Dec. 31, 2012Australian regulated terminal

$
2,231

$
2,592Chilean toll roads


1,278


1,421U.K. port operation


355


348Other(1)


142


136Total

$
4,006

$
4,497


(1)Other intangibles are comprised of easements and permits to use and operate on government land.


The intangible asset at Brookfield Infrastructure's Australian regulated terminal operation and Chilean toll roads relate to service concession
arrangements.

The
terms and conditions of access to the Australian regulated terminal's services, including tariffs that can be charged to the users, are regulated by the Queensland Competition
Authority. Brookfield Infrastructure's Australian regulated terminal operation has Standard Access Agreements with the users of the terminal which entails 100% take or pay contracts at a designated
tariff rate based on the asset value. The concession arrangement has an expiration date of 2051 and with an option to extend the arrangement an additional 50 years.

The
terms and conditions of the Chilean toll roads concession, including tariffs that can be charged to the users and the duties to be performed by the operator, are regulated by the
Ministerio de Obras Publicas ("MOP"). The service concession provides the operator the right to charge a tariff to vehicles which use the road over the term of the concession in exchange for operating
the road, including preserving the road based on a defined maintenance and construction schedule. Tariffs are adjusted annually for Chilean Consumer Price Index plus 3.5%, in addition to congestion
charges which may be levied should specified traffic levels be reached. The concession arrangement has an expiration date of 2033 at which point the underlying concessions assets will be returned to
the MOP.

The
intangible asset at Brookfield Infrastructure's U.K. port operation relates to a conservancy right. As a right in perpetuity issued by the Statutory Harbour Authority in the
U.K., the conservancy right is classified as having an indefinite life, and is subject to an annual impairment review.

F-50     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The
carrying value as at December 31, 2013, of Brookfield Infrastructure's indefinite lived intangibles is $355 million (2012: $348 million). The following table
presents the change in the balance of intangible assets:

US$ MILLIONS

2013

2012Cost at beginning of the year

$
4,566

$
2,955Additions


40


24Acquisitions through business combinations


4


1,541Foreign currency translation


(493
)

46Cost at end of year

$
4,117

$
4,566


The
following table presents the accumulated amortization for Brookfield Infrastructure's intangible assets:

US$ MILLIONS

2013

2012Accumulated amortization at beginning of year

$
(69
)
$
(31
)Amortization


(54
)

(35
)Foreign currency translation


12


(3
)Accumulated amortization at end of year

$
(111
)
$
(69
)


NOTE 15.  STANDING TIMBER

US$ MILLIONS

Standing
TimberGross Carrying Amount:Balance at January 1, 2012

$
2,890Gain arising from growth


155Decrease resulting from harvest


(170
)Fair value adjustment


122Balance at December 31, 2012

$
2,997Gain arising from growth


99Decrease resulting from harvest


(131
)Fair value adjustment


30Disposition of subsidiaries


(2,995
)Balance at December 31, 2013

$



Brookfield Infrastructure     F-51

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 16.  GOODWILL

US$ MILLIONS

Dec. 31,
2013

Dec. 31,
2012Cost

$
636

$
591Acquisitions through business combinations


3


45Disposition of subsidiary (see Note 6)


(591
)

Total

$
48

$
636


Upon
the acquisition of U.S freehold timberlands by Brookfield Infrastructure, a deferred tax liability of approximately $591 million was recorded. The deferred tax liability
arose because tax bases of the net assets, to Brookfield, were significantly lower than their fair value. The inclusion of this liability in the net book value of the acquired business gave rise to
goodwill of approximately $591 million. This goodwill was attributable to a single cash-generating unit (CGU) and is tested for impairment annually using a fair value less costs of disposal
model. In July 2013, Brookfield Infrastructure sold its 30% interest in the U.S freehold timberlands business resulting in the disposal of $591 million of goodwill.

NOTE 17.  INVESTMENT PROPERTIES

US$ MILLIONS

U.K. port
operation

HBU(1)

TotalGross carrying amount:Balance at January 1, 2012

$
152

$
42

$
194Additions





15


15Disposals


(3
)




(3
)Fair value adjustments


4


(2
)

2Foreign exchange differences


4


1


5Balance at December 31, 2012

$
157

$
56

$
213Additions








Disposition of subsidiary





(54
)

(54
)Fair value adjustments


4


(2
)

2Foreign exchange differences


3





3Balance at December 31, 2013

$
164

$


$
164


(1)HBU is defined as "highest and best use" lands.


At December 31, 2013, a $4 million gain and $2 million loss were recognized for the U.K. port operation and HBU
properties, respectively (2012: $4 million gain and $2 million loss). Fair values are generally determined by calculating the discounted future cash flows of the properties.

During
the year ended December 31, 2013, Brookfield Infrastructure sold its 30% interest in the U.S freehold timberlands and 25% interest in its Canadian freehold timberlands
resulting in the disposal of $54 million of investment properties.

F-52     Brookfield Infrastructure

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Investment properties are measured at fair value on a recurring basis, the effective date of revaluation is December 31, 2013 and 2012. The fair value of
the Partnership's investment properties are determined by management of the Partnership with due consideration given to other relevant market conditions. The following table summarizes the valuation
techniques and significant inputs for Brookfield Infrastructure's investment property. The partnership has classified all assets below under level 3 of the fair value hierarchy:

Segment

Valuation technique

Significant unobservable inputs

Range of inputsTransport

Direct Income Capitalization

Capitalization Rate

7% to 15%


An
increase in the capitalization rate would lead to a decrease in the fair value of property, plant and equipment, with the opposite impact for a decrease in the
capitalization rate.

NOTE 18.  ACCOUNTS PAYABLE AND OTHER

US$ MILLIONS

Note

2013

2012Current:Accounts payable(1)




$
222

$
260Accrued & other liabilities





188


204Deferred revenue


(i
)

65


104Provisions





16


14Total current




$
491

$
582Non-current:Deferred revenue


(i
)
$
397


344Provisions





57


69Pension liability(2)





80


75Other liabilities





23


32Total non-current




$
557

$
520


(1)The average credit period on purchases of goods and services is 30 days. No interest is incurred on trade creditors.
Brookfield Infrastructure has financial risk management policies in place to ensure that all payables are paid within the pre-agreed
credit terms.(2)See Note 33 for further details.


Brookfield Infrastructure's exposure to currency and liquidity risk related to trade and other payables is disclosed in note 35.

Deferred
revenue relates primarily to cash contributions from third parties to build or upgrade existing network capabilities at Brookfield Infrastructure's Australian railroad
operation. The deferred revenue is recorded on receipt of cash payments and recognized as revenue over the life of the contracted track access arrangement with the contributor.

Brookfield Infrastructure     F-53

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 19.  FINANCIAL LIABILITIES

US$ MILLIONS

2013

2012Current:Foreign currency forward contracts

$
36

$
8Interest rate swaps





38Total current financial liabilities

$
36

$
46Non-current:Deposit payable(1)

$


$
235Interest rate swaps


103


229Inflation swaps


354


336Other financial liabilities


54


39Total non-current financial liabilities

$
511

$
839


(1)Refer to Note 5 for further details.


NOTE 20.  BORROWINGS

Brookfield
Infrastructure has a $1.4 billion senior secured revolving credit facility used for general working capital including acquisitions. The $1.4 billion is available
on a revolving basis for the full term of the facility. All amounts outstanding under this facility will be repayable on September 13, 2017. All obligations of Brookfield Infrastructure under
the facility are guaranteed by the partnership. Loans under this facility accrue interest at a floating rate based on LIBOR plus 1.25%. Brookfield Infrastructure is required to pay an unused
commitment fee under the facility of 25 basis points per annum. As at December 31, 2013, draws on the credit facility were $nil (2012: $546 million) and $99 million of
letters of credit issued (2012: $92 million).

The
current and non-current balances of non-recourse borrowings are as follows:

US$ MILLIONS

December 31, 2013

December 31, 2012Current

$
71

$
663Non-current


5,719


6,330Total

$
5,790

$
6,993


F-54     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Principal
repayments on non-recourse borrowings due over the next five years and thereafter are as follows:

US$ MILLIONS

Utilities

Transport

Energy

Corporate
& Other

Total2014

$
20

$
37

$
14

$


$
712015


31


87








1182016


511


281


40





8322017


64


41


19





1242018


9


272








281Thereafter


2,513


1,480


371





4,364TotalDec. 31, 2013

$
3,148

$
2,198

$
444

$


$
5,790TotalDec. 31, 2012

$
3,207

$
1,994

$
318

$
1,474

$
6,993


The
weighted average interest rate of non-recourse borrowings are as follows:

US$ MILLIONS

Utilities

Transport

Energy

Corporate
& Other

TotalDec. 31, 2013


6%


6%


7%


4%


6%Dec. 31, 2012


4%


6%


5%


3%


5%


Principal
repayments on non-recourse borrowings in their local currency are as follows:

US$ MILLIONS, except as noted

Dec 31, 2013

Local Currency

Dec 31, 2012

Local CurrencyAustralian dollars


$2,835

AUD

$
3,179


$2,714

AUD

$
2,611British pounds


1,444

GBP


872


1,387

GBP


854U.S. dollars


190

USD


190


1,629

USD


1,629Chilean Unidad de Fomento(1)


683

UF


16


754

UF


16Canadian dollars


432

CAD


459


333

CAD


330Colombian Peso


206

COP


398,631


176

COP


311,176


(1)Chilean Unidad de Fomento is an inflation adjusted unit of account indexed to the Chilean Peso.


NOTE 21.  SUBSIDIARY PUBLIC ISSUERS

In June 2012, wholly-owned subsidiaries of Brookfield Infrastructure, Brookfield Infrastructure Finance ULC, Brookfield Infrastructure
Finance LLC, Brookfield Infrastructure Finance Pty Ltd, Brookfield Infrastructure Finance Limited, and Brookfield Infrastructure Preferred Equity Inc.
(collectively, the "Issuers"), registered with securities commissions for the distribution of debt securities or Class A preference shares. The Issuers may offer and sell these instruments in
one or more issuances in the aggregate, of up to C$750 million (or the equivalent in other currencies). The outstanding debt securities are unconditionally guaranteed by Brookfield
Infrastructure Partners L.P., Brookfield Infrastructure L.P., and wholly-owned subsidiaries, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure
US Holdings I Corporation, Brookfield Infrastructure Corporation and BIP Bermuda Holdings I Limited.

Brookfield Infrastructure     F-55

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The
following debt securities were issued as of December 31, 2013:

On
October 10, 2012, wholly-owned subsidiaries of Brookfield Infrastructure executed a C$400 million, five-year medium term note offering in the Canadian bond market with a
coupon of 3.5%, which was swapped into U.S. dollars on a matched maturity basis at an all-in rate of 2.7%.

The
following tables set forth consolidated summary financial information for Brookfield Infrastructure and the Issuers:

For the twelve months ended
December 31, 2013

Brookfield
Infrastructure(2)

The Issuers

Subsidiaries of
the Partnership
other than the
Issuers(3)

Consolidating
Adjustments(4)

Brookfield
Infrastructure
ConsolidatedRevenue

$


$


$
1,826

$


$
1,826Profit (loss) from continuing operations attributable to partnership


(64
)




382


(378
)

(60
)Net income (loss) attributable to partnership(1)


(63
)




384


(379
)

(58
)For the twelve months ended
December 31, 2012Revenue

$


$


$
1,524

$


$
1,524Profit (loss) from continuing operations attributable to partnership


23





521


(496
)

48Net income (loss) attributable to partnership(1)


64





579


(537
)

106As at December 31, 2013Current assets

$


$
3

$
1,268

$
(3
)
$
1,268Non-current assets


3,711


377


14,414


(4,088
)

14,414Current liabilities





(3
)

598


3


598Non-current liabilities





(377
)

11,146


(2,290
)

8,479Non-controlling interestsRedeemable Partnership units held by Brookfield








1,408





1,408Non-controlling interestsin operating subsidiaries








1,419





1,419As at December 31, 2012Current assets

$


$
3

$
746

$
(3
)
$
746Non-current assets


3,592


403


18,972


(3,995
)

18,972Current liabilities





3


1,291


(3
)

1,291Non-current liabilities





403


12,166


(1,950
)

10,619Non-controlling interestRedeemable Partnership units held by Brookfield








1,365





1,365Non-controlling interestsin operating subsidiaries








2,784





2,784


(1)Includes net income (loss) attributable to non-controlling interestRedeemable Partnership units held by Brookfield,
general partner and limited partners.(2)Includes investments in all subsidiaries of the partnership under the equity method.(3)Includes investments in all subsidiaries of the partnership other than the Issuers on a consolidated basis.(4)Includes elimination of intercompany transactions and balances necessary to present Brookfield Infrastructure on a consolidated
basis.


F-56     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 22.  PREFERRED SHARES

As at December 31, 2013, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and BIP Bermuda Holdings I
Limited (wholly owned subsidiaries of Brookfield Infrastructure) have issued 196,000, 1 and 400,000 preferred shares, respectively to wholly owned subsidiaries of Brookfield, for proceeds of
$5 million, $5 million and $10 million, respectively (2012: $5 million, $nil million and $10 million, respectively). Each preferred share is non-voting
preferred and is redeemable at $25 per share (except in the case of the preferred shares issued by Brookfield Infrastructure US Holdings I Corporation, which is redeemable for
$5 million) together with any accrued and unpaid dividends at the option of the issuer on or after the tenth anniversary of the date of issue, subject to certain restrictions, and that entitle
the holder thereof to a fixed cumulative 6% preferential cash dividend payable quarterly as and when declared by the issuer's board of directors. At December 31, 2013, there are no dividends
in arrears.

NOTE 23.  REVENUES

Brookfield Infrastructure's revenue arises from the rendering of services by the following operating segments:

US$ MILLIONS

2013

2012

2011UtilitiesRegulated Terminal Operation

$
454

$
441

$
412Electricity Transmission


62


59


44Regulated Distribution


402


356


94TransportRail


371


287


205Ports


205


204


209Toll Roads


108


27


EnergyEnergy Transmission, Distribution & Storage


148


138


151District Energy


76


12


$
1,826

$
1,524

$
1,115


NOTE 24.  INTEREST EXPENSE

US$ MILLIONS

2013

2012

2011Interest on corporate facility

$
2

$
5

$
5Interest on corporate debt


11


2


Interest on non-recourse borrowings


344


310


242Other financing fees


5


5


6$
362

$
322

$
253


Brookfield Infrastructure     F-57

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 25.  PAYROLL EXPENSE

The partnership has no employees or directors; therefore Brookfield Infrastructure does not remunerate key management personnel, details of the management fees
paid during the year are disclosed in Note 34. Key decision makers of Brookfield Infrastructure are all employees of the ultimate parent company who provide management services under Brookfield
Infrastructure's Master Services Agreement.

Throughout
the year, the Managing General Partner in its capacity as the partnership's general partner, incurs director fees, a portion of which are charged to the partnership in
accordance with the limited partnership agreement. Less than $1 million in director fees were incurred during the year ended December 31, 2013 (2012: less than $1 million, 2011:
less than $1 million).

For
the year ended December 31, 2013, payroll expense, including benefits at Brookfield Infrastructure's subsidiaries was $208 million (2012: $175 million; 2011:
$169 million).

F-58     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 26.  NON-WHOLLY OWNED SUBSIDIARIES

The following tables present summarized accounts for non-wholly owned subsidiaries of the partnership; the captions have been presented based on the portion
attributable to the partnership and non-controlling interest.

As at December 31, 2013US$ MILLIONS

Current
Assets

Non-Current
Assets

Current
Liabilities

Non-Current
Liabilities

Non-Controlling
Interest in
Operating
Subsidiaries

Partnership
Capital(1)UtilitiesU.K. regulated distribution operation

$
62

$
2,732

$
(209
)
$
(1,720
)
$
(170
)
$
695Australian regulated terminal operation


42


2,408

$
(25
)

(2,043
)

(112
)
$
270New England electricity transmission operation


5


221


(7
)

(176
)

(34
)

9Colombian regulated distribution operation


125


744


(30
)

(475
)

(301
)

63TransportU.K. port operation


62


816


(59
)

(464
)

(147
)

208Chilean toll roads


117


1,283


(60
)

(733
)

(294
)

313EnergyNorth American gas storage operation


8


119


(2
)

(49
)

(64
)

12Canadian district energy operation


87


560


(20
)

(336
)

(218
)

73U.S. district energy operation


6


142


(2
)

(40
)

(64
)

42Corporate & OtherHolding LP


649


63


(154
)

(123
)

(15
)

420Total

$
1,163

$
9,088

$
(568
)
$
(6,159
)
$
(1,419
)
$
2,105


Brookfield Infrastructure     F-59

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012



As at December 31, 2012US$ MILLIONS

Current
Assets

Non-Current
Assets

Current
Liabilities

Non-Current
Liabilities

Non-Controlling
Interest in
Operating
Subsidiaries

Partnership
Capital(1)UtilitiesU.K. regulated distribution operation

$
82

$
2,415

$
(172
)
$
(1,881
)
$


$
444Australian regulated terminal operation


71


2,765


(67
)

(2,263
)

(147
)

359New England electricity transmission operation


5


211


(7
)

(179
)

(23
)

7Colombian regulated distribution operation


142


752


(52
)

(441
)

(331
)

70TransportU.K. port operation


65


771


(57
)

(478
)

(124
)

177Chilean toll roads


122


1,424


(72
)

(817
)

(318
)

339EnergyNorth American gas storage operation


2


131


(2
)

(68
)

(49
)

14Canadian district energy operation


13


561


(116
)

(165
)

(219
)

74TimberU.S. freehold timberlands


39


3,253


(463
)

(1,362
)

(1,033
)

434Canadian freehold timberlands


51


1,081


(15
)

(415
)

(527
)

175Corporate & OtherHolding LP


15


61


(136
)

(591
)

(13
)

(664
)Total

$
607

$
13,425

$
(1,159
)
$
(8,660
)
$
(2,784
)
$
1,429


(1)Attributable to non-controlling interestRedeemable Partnership units held by Brookfield, general partner and limited
partners.


F-60     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012



Twelve Months Ending December 31, 2013Attributable to non-controlling interest

Attributable to unitholdersTotal

Net
Income

Other Comprehensive
Income



Net Income
(loss)

Other Comprehensive
Income (loss)US$ MILLIONS

Revenue

DistributionsUtilitiesU.K. regulated distribution operation

$
266

$
21

$
43

$
11

$
61

$
128Australian regulated terminal operation


402


20


(26
)

29


50


(64
)New England electricity transmission operation


23


3


10


3


1


4Colombian regulated distribution operation


189


3


16


50


1


3TransportU.K. port operation


205


12


14


3


17


20Chilean toll roads


108


5


(30
)




6


(30
)EnergyNorth American gas storage operation


16


13


(3
)

15


3


(1
)Canadian district energy operation


76


3


7


10





(2
)U.S. district energy operation


2





(1
)







TimberU.S. freehold timberlands


278


40


10


29


51


4Canadian freehold timberlands


27


3


(2
)

6


5


(3
)Corporate & OtherHolding LP














(139
)

(38
)Total

$
1,592

$
123

$
38

$
156

$
56

$
21


Brookfield Infrastructure     F-61

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012



Twelve Months Ending December 31, 2012Attributable to non-controlling interest

Attributable to unitholdersTotal

Net Income
(loss)

Other Comprehensive
Income (loss)



Net Income (loss)

Other comprehensive
Income (loss)US$ MILLIONS

Revenue

DistributionsUtilitiesAustralian regulated terminal operation

$
441

$
18

$
(1
)
$
48

$
45

$
(2
)New England electricity transmission operation


23


(6
)

19


2


(2
)

6Colombian regulated distribution operation


188


21


50





5


10TransportU.K. port operation


204


8


3


3


11


5Chilean toll roads


27


4


(4
)




9


(3
)EnergyNorth American gas storage operation


11


(5
)

(1
)

4


(1
)

Canadian district energy operation


13


(1
)

2








1U.S. district energy operation

















TimberU.S. freehold timberlands


242


123


2


37


52


1Canadian freehold timberlands


236


10


(3
)




6


(3
)Corporate & OtherHolding LP





13








(64
)

(52
)Total

$
1,385

$
185

$
67

$
94

$
61

$
(37
)


F-62     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012



Twelve Months Ending December 31, 2011Attributable to non-controlling interest

Attributable to unitholdersTotal

Net Income
(loss)

Other Comprehensive
Income (loss)



Net Income
(loss)

Other Comprehensive
Income (loss)US$ MILLIONS

Revenue

DistributionsUtilitiesAustralian regulated terminal operation

$
412

$
28

$
(5
)
$
52

$
28

$
(14
)New England electricity transmission operation


8


(23
)

(4
)




(23
)

(2
)TransportU.K. port operation


209


27


(4
)

9


27


(5
)Chilean toll roads

















TimberU.S. freehold timberlands


249


180


2


56


180


1Canadian freehold timberlands


272


41


(9
)

25


41


(5
)Corporate & OtherHolding LP


1














(39
)Total

$
1,151

$
253

$
(20
)
$
142

$
253

$
(64
)


Brookfield Infrastructure     F-63

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012



Cash Flow ActivitiesTwelve months ending December 31, 2013

Twelve months ending December 31, 2012US$ MILLIONS

Operating

Investing

Financing

Operating

Investing

FinancingUtilitiesU.K. regulated distribution operation

$
159

$
(155
)
$
(8
)
$
70

$
160

$
(231
)Australian regulated terminal operation


110


(36
)

(103
)

153


(9
)

(120
)New England electricity transmission operation


8





(8
)

6





(7
)Colombian regulated distribution operation


33


(10
)

(18
)

56


35


(10
)TransportU.K. port operation


30


(15
)

(17
)

23


(4
)

(11
)Chilean toll roads


29


5


(26
)

4


69


(4
)EnergyNorth American gas storage operation


6


18


(19
)

6


(4
)

(2
)Canadian district energy operation


31


(25
)

70


4


(2
)

U.S. district energy operation


3














TimberU.S. freehold timberlands


41


(25
)

(41
)

60


(7
)

(52
)Canadian freehold timberlands


17


(15
)

(8
)

(3
)

1


Corporate & OtherHolding LP


(1
)

242


28


(29
)

(1,497
)

1,451Total

$
466

$
(16
)
$
(150
)
$
350

$
(1,258
)
$
1,014




Cash Flow ActivitiesTwelve months ending December 31, 2011US$ MILLIONS

Operating

Investing

FinancingUtilitiesAustralian regulated terminal operation

$
133

$
(26
)
$
(148
)New England electricity transmission operation


3


5


(7
)TransportU.K. port operation


33


(32
)

(2
)TimberU.S. freehold timberlands


74


(6
)

(80
)Canadian freehold timberlands


35


6


(42
)Corporate & OtherHolding LP


(48
)

(357
)

479Total

$
230

$
(410
)
$
200


F-64     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 27.  INCOME TAXES

The partnership is a flow-through entity for tax purposes and as such is not subject to Bermudian taxation. However, income taxes are recognized for the amount of
taxes payable by the partnership's corporate subsidiaries and for the impact of deferred tax assets and liabilities related to such subsidiaries.

The
sources of deferred income tax balances are as follows:

US$ MILLIONS

2013

2012Deferred income tax assetsTax losses carried forward

$
213

$
293Financial instruments and other


286


248$
499

$
541Deferred income tax liabilitiesProperty, plant and equipment, investment properties and standing timber

$
(1,037
)
$
(1,680
)Intangible assets


(633
)

(683
)$
(1,670
)
$
(2,363
)Net deferred income tax liabilities

$
(1,171
)
$
(1,822
)Reflected in the balance sheet as followsDeferred tax assets

$
124

$
142Deferred tax liabilities


(1,295
)

(1,964
)Net deferred income tax liabilities

$
(1,171
)
$
(1,822
)


The
sources of deferred income tax balances and movements are as follows:

Recognized inUS$ MILLIONS

Jan. 1
2013

Net Income

OCI

Other(1)

Acquisitions/
Dispositions

Dec. 31
2013Deferred tax assets related to non-capital losses and capital losses

$
293

$
(9
)
$


$
(16
)
$
(55
)
$
213Deferred tax liabilities related to differences in tax and book basis, net


(2,115
)

(14
)

(178
)

88


835


(1,384
)Net deferred tax liabilities

$
(1,822
)
$
(23
)
$
(178
)
$
72

$
780

$
(1,171
)


Brookfield Infrastructure     F-65

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012



Recognized inUS$ MILLIONS

Jan. 1
2012

Net Income

OCI

Other(1)

Acquisitions/
Dispositions

Dec. 31
2012Deferred tax assets related to non-capital losses and capital losses

$
153

$
67

$
(11
)
$


$
84

$
293Deferred tax liabilities related to differences in tax and book basis, net


(1,308
)

(97
)

(150
)

(20
)

(540
)

(2,115
)Net deferred tax liabilities

$
(1,155
)
$
(30
)
$
(161
)
$
(20
)
$
(456
)
$
(1,822
)


(1)Other items relates to foreign exchange as deferred taxes are calculated based on the functional currency of each operating
entity.


Of the $23 million (2012: $30 million) of deferred tax expense recognized in the Consolidated Statements of Operating Results,
$24 million (2012: $72 million) of the deferred tax expense was presented as a component of discontinued operations in the financial statements, representing a deferred tax recovery of
$1 million (2012: $42 million).

The
amount of non-capital and capital losses and deductible temporary differences for which no deferred income tax assets have been recognized is approximately $603 million (2012:
$613 million). Of the $603 million deductible temporary differences not recognized, $425 million (2012: $468 million) relates to capital losses which carry forward
indefinitely and have no expiry dates. The remaining $178 million (2012: $145 million) relates to non-capital losses, of which $59 million (2012: $59 million) expires
between 2024 to 2030 and $119 million (2012: $86 million) that carries forward indefinitely and have no expiry dates.

F-66     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The
major components of income tax expense include the following:

US$ MILLIONS

2013

2012

2011Tax expense (benefit) comprises:Current income tax expense

$
3

$
12

$
2Deferred income tax expense (benefit)Origination and reversal of temporary differences


49


2


9Changes in tax rates or the imposition of new taxes


(39
)

(13
)

(13
)Change in valuation allowances and true-up


(11
)

(31
)

16Total income tax expense (benefit)

$
2

$
(30
)
$
14Net income before income tax expense reconciles income to tax expense
(recovery) as follows:Net income before income tax

$
22

$
71

$
165Income tax expense calculated at the domestic rates applicable to profits in the country concerned


3


28


48Change in substantively enacted tax rates


(39
)

(13
)

(13
)Earnings from investments in associates


46


1


(7
)Non-taxable portion of loss





9


1Income not assessable


(5
)

(19
)

(13
)Withholding taxes








3Permanent differences and other


(3
)

(36
)

(5
)Income tax expense recognized in profit or loss

$
2

$
(30
)
$
14


As
the partnership is not subject to tax, the above reconciliation has been prepared using a composite statutory rate for jurisdictions where the partnership's subsidiaries operate. The
composite rate has increased due to changes in the related operating income in the various subsidiaries and changes in local statutory rates.

The
partnership recognized $nil (2012: $16 million) of pre-acquisition deferred tax asset as a result of a business combination transaction that took place during the year.

The
partnership has approximately $1,738 million (2012: $1,465 million) of temporary differences associated with investments in subsidiaries and associates for which no
deferred taxes have been provided.

Brookfield Infrastructure     F-67

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

US$ MILLIONS

2013

2012

2011Deferred tax arising on income and expenses recognized in other comprehensive income:Revaluation of property, plant and equipment

$
(185
)
$
(161
)
$
(94
)Cash flow hedges


7


6


22Other





(6
)

1Total income tax expense recognized directly in other comprehensive income

$
(178
)
$
(161
)
$
(71
)


NOTE 28.  PARTNERSHIP CAPITAL

Brookfield Infrastructure's capital structure is comprised of three classes of partnership units: limited partnership units, general partnership units and
Redeemable Partnership Units held by Brookfield.

Limited
partnership units entitle the holder to their proportionate share of distributions.

General
partnership units entitle the holder the right to govern the financial and operating policies of Brookfield Infrastructure. Further, in its capacity as the general partner of the
Holding LP, the general partner is entitled to incentive distribution rights which are based on the amount by which quarterly distributions on partnership units exceed specified target levels.
To the extent distributions on partnership units exceed $0.305 per quarter, the incentive distribution rights are entitled to 15% of incremental distributions above this threshold. To the extent that
distributions on partnership units exceed $0.33 per unit, the incentive distribution rights are entitled to 25% of incremental distributions above this threshold. During the year, the partnership paid
incentive distributions of $31 million (2012: $16 million, 2011: $6 million).

The
Holding LP has issued 58.7 million Redeemable Partnership Units to Brookfield, which may, at the request of the holder, require the Holding LP to redeem the
units at the market price of the partnership. This right is subject to the partnership's right of first refusal which entitles it, at its sole discretion, to elect to acquire any unit so presented to
the Holding LP in exchange for one of the partnership's units (subject to certain customary adjustments). Both the limited partnership issued by the partnership and the Redeemable Partnership
Units issued by the Holding LP have the same economic attributes in all respects, except for the redemption right described above. The Redeemable
Partnership Units participate in earnings and distributions on a per unit basis equivalent to the per unit participation of the limited partnership of the partnership. The partnership reflects the
Redeemable Partnership Units issued to Brookfield by the Holding LP as non-controlling interestRedeemable Partnership Units held by Brookfield.

In
March 2014, the Holding LP underwent a restructuring whereby the Holding LP's limited partnership agreement was amended to make the partnership the managing
general partner of the Holding LP by redesignating the limited partner units as managing general partner units and to make the general partner a special limited partner of the Holding LP
by redesignating the general partner units to special limited partner units. This change was made in order to simplify our governance structure and to more clearly delineate our partnership's
governance rights in respect of the Holding LP.

There
are no units reserved for issue under options or other contacts.

F-68     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

General
partnership units

Limited
partnership units

TotalUNITS MILLIONS

2013

2012

2013

2012

2013

2012Authorized to issueOn issue at January 1


1.1


1.1


143.6


132.3


144.7


133.4Issued for cash








6.6


11.3


6.6


11.3On issue at December 31


1.1


1.1


150.2


143.6


151.3


144.7




General
partner

Limited
partners'

TotalUS$ MILLIONS

2013

2012

2013

2012

2013

2012Opening balance

$
19

$
19

$
2,955

$
2,597

$
2,974

$
2,616Share issuance








244


358


244


358Ending balance

$
19

$
19

$
3,199

$
2,955

$
3,218

$
2,974


In
May 2013, Brookfield Infrastructure issued 6.6 million limited partnership units at $37.75 under our shelf registrations in the U.S. and Canada. In total,
$247 million of gross proceeds were raised through the issuance and $10 million in equity issuance costs were incurred.

In
August 2012, Brookfield Infrastructure issued 11.3 million limited partnership units at $33.25 under our shelf registrations in the U.S. and Canada. In total,
$370 million of gross proceeds were raised through the issuance and $15 million in equity issuance costs were incurred.

In
June 2010, we implemented a distribution reinvestment plan ("the Plan") that allows eligible holders of the partnership to purchase additional units by reinvesting their
cash distributions. Under the Plan, units are acquired at a price per unit calculated by reference to the volume weighted average of the trading price for our units on the New York Stock
Exchange for the five trading days immediately preceding the relevant distribution date. During the period, our partnership issued less than 1 million units for proceeds of $7 million
(2012: less than 1 million units for proceeds of $3 million, 2011: less than 1 million units for less than $1 million) under the Plan.

The
weighted average number of general partnership units outstanding for the year ended December 31, 2013 was 1.1 million (2012: 1.1 million; 2011:
1.1 million). The weighted average number of limited partnership units outstanding for the year ended December 31, 2013 was 147.8 million (2012: 136.9 million; 2011:
116.5 million).

Brookfield Infrastructure     F-69

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Non-controlling
interestRedeemable Partnership Units held by BrookfieldUNITS MILLIONS

2013

2012Authorized to issueOn issue at January 1


56.1


51.7Issued for cash


2.6


4.4On issue at December 31


58.7


56.1




Non-controlling interestRedeemable Partnership Units held by BrookfieldUS$ MILLIONS

2013

2012Opening balance

$
1,084

$
942Share issuance


94


142Ending balance

$
1,178

$
1,084


In
May 2013, Brookfield Infrastructure issued 2.6 million Redeemable Partnership Units to Brookfield for proceeds of $94 million.

In
August 2012, Brookfield Infrastructure issued 4.4 million Redeemable Partnership Units to Brookfield for proceeds of $142 million.

The
weighted average number of Redeemable Partnership units outstanding for the year ended December 31, 2013 was 57.8 million (2012: 53.5 million; 2011:
44.9 million).

NOTE 29.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

US$ MILLIONS

Revaluation
Surplus

Foreign
Currency
Translation

Net
Investment
Hedges

Cash Flow
Hedges

Available
for sale

Unrealized
Actuarial
Losses

Equity
accounted
investments

Accumulated
Other
Comprehensive
IncomeBalance at December 31, 2011

$
153

$
82

$
(49
)
$
(36
)



$
8

$
103

$
261Other comprehensive income (loss)


245


60


(8
)

(17
)




(9
)

97


368Balance at December 31, 2012

$
398

$
142

$
(57
)
$
(53
)
$


$
(1
)
$
200

$
629Other comprehensive income (loss)


254


(236
)

(8
)

(10
)

10


(5
)

111


116Dispositions




















(57
)

(57
)Balance at December 31, 2013

$
652

$
(94
)
$
(65
)
$
(63
)
$
10

$
(6
)
$
254

$
688


F-70     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

US$ MILLIONS

Revaluation
Surplus

Foreign
Currency
Translation

Net
Investment
Hedges

Cash Flow
Hedges

Available
for sale

Other
Reserves

Equity
accounted
investments

Accumulated
Other
Comprehensive
IncomeBalance at December 31, 2011

$
1

$


$


$


$


$


$
1

$
2Other comprehensive income (loss)


2


1





(1
)







1


3Balance at December 31, 2012

$
3

$
1

$


$
(1
)
$


$


$
2

$
5Other comprehensive income (loss)


2


(1
)
















1Balance at December 31, 2013

$
5

$


$


$
(1
)
$


$



2

$
6


US$ MILLIONS

Revaluation
Surplus

Foreign
Currency
Translation

Net
Investment
Hedges

Cash Flow
Hedges

Available
for sale

Other
Reserves

Equity
accounted
investments

Accumulated
Other
Comprehensive
IncomeBalance at December 31, 2011

$
75

$
38

$
(23
)
$
(17
)



$
2

$
50

$
125Other comprehensive income (loss)


96


24


(1
)

(7
)




(2
)

37


147Balance at December 31, 2012

$
171

$
62

$
(24
)
$
(24
)
$


$


$
87

$
272Other comprehensive income (loss)


101


(92
)

(3
)

(4
)

4


(2
)

42


46Dispositions




















(23
)

(23
)Balance at December 31, 2013

$
272

$
(30
)
$
(27
)
$
(28
)
$
4

$
(2
)
$
106

$
295


NOTE 30.  DISTRIBUTIONS

For the year ended December 31, 2013, distributions to partnership unitholders were $357 million or $1.72 per partnership unit (2012:
$288 million or $1.50 per unit, 2011: $218 million or $1.32 per unit).

Additionally,
incentive distributions were made to the general partner of $31 million (2012: $16 million, 2011: $4 million).

Brookfield Infrastructure     F-71

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 31.  CONTINGENT ASSETS & LIABILITIES

Brookfield Infrastructure, including its associates, had bank and customs guarantees and letters of credit outstanding to third parties totaling
$116 million (2012: $130 million). These guarantees are generally supported by cash on deposit with banks.

The
Partnership and its subsidiaries are contingently liable with respect to litigation and claims that arise in the normal course of operations.

NOTE 32.  CONTRACTUAL COMMITMENTS

In the normal course of business, the partnership will enter into contractual obligations which include commitments relating primarily to contracted project costs
for various growth initiatives and network upgrades at our Australian railroad operation and committed expenditures associated with gas and electricity sales contracts at our UK regulated distribution
operation. As at December 31, 2013, the Partnership had $131 million (2012: $425 million) of such commitments outstanding.

In
addition, pursuant to the Master Service Agreement, on a quarterly basis, Brookfield Infrastructure pays a base management fee to wholly owned subsidiaries of Brookfield
(the "Service Provider") equal to 0.3125% per quarter (1.25% annually) of the market value of the Partnership. This fee is recorded on the Consolidated Statements of Operating Results in
general and administrative expenses.

NOTE 33.  RETIREMENT BENEFIT PLANS

Brookfield Infrastructure offers pension plans to employees of its subsidiaries. Brookfield Infrastructure's obligations under its defined benefit pension plans
are determined periodically through the preparation of actuarial valuations. The benefit plans' expense for 2013 was less than $1 million (2012: less than $1 million, 2011:
$4 million). The discount rate used was 4.8% (2012: 4.7%, 2011: 5.0%) with an increase in the rate of compensation of 3.3% (2012: 3.3%, 2011: 3.9%).

US$ MILLIONS

2013

2012Plan assets

$
259

$
227Less accrued benefit obligation


(332
)

(302
)Accrued benefit liability

$
(73
)
$
(75
)


NOTE 34.  RELATED PARTY DISCLOSURES

In the normal course of operations, Brookfield Infrastructure entered into the transactions below with related parties on market terms. These transactions have
been measured at fair value and are recognized in the financial statements.

The
immediate parent of Brookfield Infrastructure is the Managing General Partner of the partnership. The ultimate parent of Brookfield Infrastructure is Brookfield. Other related
parties of Brookfield Infrastructure represent its subsidiary and operating entities.

F-72     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Throughout
the year, the Managing General Partner, in its capacity as the partnership's general partner, incurs director fees, a portion of which are charged at cost to the Partnership
in accordance with the limited partnership agreement. Less than $1 million in director fees were incurred during the year ended December 31, 2013 (2012: less than $1 million,
2011: less than $1 million).

Since
inception, Brookfield Infrastructure had a management agreement with its external managers, wholly owned subsidiaries of Brookfield.

Pursuant
to the Master Services Agreement, on a quarterly basis, Brookfield Infrastructure pays a base management fee, referred to as the Base Management Fee, to the Service Provider
equal to 0.3125% per quarter (1.25% annually) of the market value of the partnership. The Base Management Fee was $101 million for the year ended December 31, 2013 (2012:
$86 million, 2011: $53 million).

For
purposes of calculating the Base Management Fee, the market value of the partnership is equal to the volume weighted average of the closing prices of the partnership's units on the
NYSE (or other
exchange or market where the partnership's units are principally traded) for each of the last five trading days of the applicable quarter multiplied by the number of issued and outstanding units of
the partnership on the last of those days (assuming full conversion of Brookfield's interest in Brookfield Infrastructure into units of the partnership), plus the amount of third-party debt, net of
cash, with recourse to the partnership, Brookfield Infrastructure, the Holding LP and certain holding entities held directly by the Holding LP.

During
the year, $8 million was reimbursed at cost to the Service Provider (2012: $9 million, 2011: $9 million). These amounts represent third party costs that were
paid for by Brookfield on behalf of Brookfield Infrastructure relating to general and administrative expenses, and acquisition related expenses of Brookfield Infrastructure. These expenses were
charged to Brookfield Infrastructure at cost.

Brookfield
Infrastructure has placed funds on deposit with Brookfield. Interest earned on the deposits is at market terms. At December 31, 2013, Brookfield Infrastructure's
deposit balance with Brookfield was $262 million (2012: less than $1 million, 2011: $76 million) and earned interest of less than $1million for the year (2012: less than
$1 million, 2011: less than $1 million).

Brookfield
Infrastructure's North American district energy operation has various right-of-way easements and leases office space on market terms with subsidiaries of Brookfield Office
Properties Inc. The North American district energy operation also utilizes consulting and engineering services provided by a wholly owned subsidiaries of Brookfield on market terms.

In
October 2012, Brookfield Infrastructure agreed to purchase an additional 10% investment in its South American transmission operations from Brookfield for proceeds of
$235 million, subject to satisfaction of customary conditions, increasing Brookfield Infrastructure's total ownership to 28%. The purchase was completed in January 2013 with an effective
date of October 1, 2012. The transaction was measured at fair value, as approved by a committee of the Partnership's independent directors.

Brookfield Infrastructure     F-73

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 35.  DERIVATIVE FINANCIAL INSTRUMENTS

Brookfield Infrastructure's activities expose it to a variety of financial risks, including market risk (i.e. currency risk, interest rate risk, commodity
risk and other price risk), credit risk and liquidity risk. Brookfield Infrastructure and its subsidiaries selectively use derivative financial instruments principally to manage these risks.

The
aggregate notional amount of Brookfield Infrastructure's derivative positions at December 31, 2013 and 2012 is as follows:

US$ MILLIONS

Note

Dec. 31, 2013

Dec. 31, 2012Foreign exchange contracts

(a)

$
2,174

$
677Interest rates swaps

(b)


5,503


6,040$
7,677

$
6,717


The
following table presents the change in fair values of Brookfield Infrastructure's derivative positions during the years ended December 31, 2013 and 2012:

US$ MILLIONS

Unrealized Gains
During 2013

Unrealized
Losses
During 2013

Net Change
During 2013

Net Change
During 2012Foreign exchange derivatives

$
64

$
(28
)
$
36

$
(28
)Interest rate derivative


102


(122
)

(20
)

(71
)$
166

$
(150
)
$
16

$
(99
)


Brookfield
Infrastructure held the following foreign exchange contracts with notional amounts at December 31, 2013 and 2012.

Notional Amount (U.S. Dollars)

Average Exchange RateUS$ MILLIONS

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012Foreign exchange contractsAustralian dollars

$
866

$
336


0.95


1.02British pounds


984


221


1.60


1.60European Union euros


148


78


1.36


1.25New Zealand dollars





42





0.79Canadian dollars


176





0.97


$
2,174

$
677


At
December 31, 2013, Brookfield Infrastructure held interest rate swap contracts having an aggregate notional amount of $5,087 million (2012: $5,632 million, 2011:
$3,931 million). Brookfield

F-74     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Infrastructure
has inflation linked swaps with an aggregate notional amount of $416 million (2012: $408 million, 2011: $113 million).

Other Information Regarding Derivative Financial Instruments

The
following table presents the notional amounts underlying Brookfield Infrastructure's derivative instruments by term to maturity as at December 31, 2013 and the comparative
notional amounts at December 31, 2012, for both derivatives that are classified as fair value through profit or loss and derivatives that qualify for hedge accounting:

Dec. 31, 2013

Dec. 31, 2012US$ MILLIONS

< 1 year

1 to 5 years

> 5 years

Total Notional
Amount

Total Notional
AmountFair value through profit or lossForeign exchange derivatives

$
436

$
238

$


$
674

$
420Interest rate derivativesInterest rate swaps





300


75


375


182Interest rate caps














34Inflation linked swap








416


416


408$
436

$
538

$
491

$
1,465

$
1,044Elected for hedge accountingForeign exchange derivatives

$
1,501

$


$


$
1,501

$
257Interest rate derivativesInterest rate swaps





2,177


2,535


4,712


5,416$
1,501

$
2,177

$
2,535

$
6,213

$
5,673


The
following table classifies derivatives elected for hedge accounting during the years ended December 31, 2013 and 2012 as either cash flow hedges or net investment hedges.
Changes in the fair value of the effective portion of the hedges are recorded in either other comprehensive income or net income, depending on the hedge classification, whereas changes in the fair
value of the ineffective portion of the hedge are recorded in net income:

2013

2012AS AT AND FOR THE YEARS ENDED
(MILLIONS)

Notional

Effective
Portion

Ineffective
Portion

Notional

Effective
Portion

Ineffective
PortionCash flow hedges

$
4,587

$
(13
)
$
1

$
5,416

$
(29
)
$
(23
)Net investment hedges


1,501


(12
)




257


(20
)

$
6,088

$
(25
)
$
1

$
5,673

$
(49
)
$
(23
)


The
partnership settles the difference between the contracted fixed and floating rates of its interest rate swaps on a net basis. All interest rate swap contracts
exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the Partnership's cash flow exposure resulting from variable interest
rates on borrowings. The interest rate swaps and the interest payments on the borrowings occur simultaneously and the amount accumulated in equity is

Brookfield Infrastructure     F-75

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

reclassified
to profit or loss over the period that the floating rate interest payments on borrowings affect profit or loss.

NOTE 36.  FINANCIAL RISK MANAGEMENT

Brookfield Infrastructure recognizes that risk management is an integral part of good management practice.

Brookfield
Infrastructure is exposed to the following risks as a result of holding financial instruments: capital risk; liquidity risk; market risk (i.e. interest rate risk and
foreign currency risk); and credit risk. The following is a description of these risks and how they are managed:

Brookfield
Infrastructure manages its capital structure to be able to continue as a going concern while maximizing the return to stakeholders. Brookfield Infrastructure's overall capital
strategy remains unchanged from 2012.

The
capital structure of Brookfield Infrastructure consists of debt, offset by cash and cash equivalents, and partnership capital comprised of issued capital and accumulated gains.

US$ MILLIONS

2013

2012Subsidiary and corporate borrowings

$
6,167

$
7,939Preferred shares


20


20Cash and cash equivalents(1)


(768
)

(263
)Net Debt


5,419


7,696Total partnership capital


6,605


7,808Total capital and net debt

$
12,024

$
15,504Net debt to capitalization ratio


45%


50%


(1)Includes marketable securities.


The Board, along with senior management of the Service Provider, reviews Brookfield Infrastructure's capital structure and as part of this review,
considers the cost of capital and the risk associated with each class of capital.

Brookfield
Infrastructure manages its debt exposure by financing its operations on a non-recourse basis with prudent levels of debt, ensuring a diversity of funding sources as well as
laddering its maturity profile to minimize refinance risk. Brookfield Infrastructure also strives to borrow in the currency where the asset operates, where possible, in order to hedge its
currency risk.

Generally,
Brookfield Infrastructure's equity strategy is to issue equity in conjunction with future acquisitions. However, Brookfield Infrastructure may also issue an amount of equity
opportunistically to
enhance its liquidity to pursue investments. Brookfield Infrastructure maintains active shelf registrations to enable it to issue securities in both the U.S. and Canadian markets.

Brookfield
Infrastructure's financing plan is to fund its recurring growth capital expenditures with cash flow generated by its operations after maintenance capital expenditure, as well
as debt financing that is sized to maintain its credit profile. To fund large scale development projects and acquisitions,

F-76     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Brookfield
Infrastructure will evaluate a variety of capital sources including proceeds from selling non-core assets, equity and debt financing. The partnership will seek to raise additional equity if
Brookfield Infrastructure believes it can earn returns on these investments in excess of the cost of the incremental partnership capital.

As
disclosed within borrowings (note 20), Brookfield Infrastructure has various loan facilities in place. In certain cases, the facilities have financial covenants which are
generally in the form of interest coverage ratios and leverage ratios. Brookfield Infrastructure does not have any market capitalization covenants attached to any of its borrowings, nor does it have
any other externally imposed capital requirements.

During
the years ended December 31, 2013 and 2012, there were no breaches of any loan covenants within Brookfield Infrastructure.

Brookfield
Infrastructure attempts to maintain sufficient financial liquidity at all times so that it is able to participate in attractive opportunities as they arise, better withstand
sudden adverse changes in economic circumstances and maintain a relatively high distribution of its Funds from operations ("FFO") to unitholders. Brookfield Infrastructure's principal sources of
liquidity are cash flows from its operations, undrawn credit facilities and access to public and private capital markets. Brookfield Infrastructure also structures the ownership of its assets to
enhance its ability to monetize them to provide additional liquidity, if necessary.

Brookfield
Infrastructure's estimated corporate liquidity as at December 31 is as follows:

US$ MILLIONS

2013

2012Corporate cash and financial assets(1)

$
523

$
2Availability under committed credit facility(1)


1,400


855Draws on credit facility(1)





(546
)Commitments under credit facility(1)


(99
)

(92
)Estimated corporate liquidity(1)

$
1,824

$
219


(1)Corporate level only.


Brookfield Infrastructure's $1.4 billion committed revolving credit facility is available for investments and acquisitions, as well as
general corporate purposes. Commitments under the facility will be available on a revolving basis until September 2017. All amounts outstanding at that time will be repayable in full. The
facility is intended to be a bridge to equity financing rather than a permanent source of capital. At December 31, 2013, there were $nil draws on this facility (2012: $546 million, 2011:
$nil) and $99 million was committed to letters of credit (2012: $92 million, 2011: $51 million).

The
following tables detail the contractual maturities for Brookfield Infrastructure's financial liabilities. The tables reflect the undiscounted cash flows of financial liabilities
based on the earliest date on which Brookfield Infrastructure can be required to pay. The tables include both interest and principal cash flows.

Brookfield Infrastructure     F-77

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

The
table below outlines Brookfield Infrastructure's contractual obligations as at December 31, 2013 and 2012:

December 31, 2013
US$ MILLIONS

Less than
1 year

1-2 years

2-5 years

5+ years

Total
contractual
cash flowsNon-derivative financial liabilities:Accounts payable and other liabilities

$
411

$
26

$


$
81

$
518Interest-bearing liabilities(1)


313


341


2,261


5,681


8,596Finance lease liabilities


4


3


8


16


31Other financial liabilities


79


40


7


6


132Derivative liabilities:Net settled interest rate swaps


44


48


104


(42
)

154Net settled foreign currency exchange forward contracts


37


1


4


6


48Net settled inflation swaps


12


64


99


244


419Other derivative liabilities


1








20


21


---

December 31, 2012
US$ MILLIONS

Less than
1 year

1-2 years

2-5 years

5+ years

Total
contractual
cash flowsNon-derivative financial liabilities:Accounts payable and other liabilities

$
558

$
101

$


$
75

$
734Interest-bearing liabilities(2)


635


2,892


1,424


3,131


8,082Finance lease liabilities


7


9


6


26


48Other financial liabilities





235








235Derivative liabilities:Net settled interest rate swaps


38


2





35


75Net settled foreign currency exchange forward contracts


8











8Net settled inflation swaps








52


285


337Other derivative liabilities











39


39


---

Market
risk is defined for these purposes as the risk that the fair value or future cash flows of a financial instrument held by Brookfield Infrastructure will fluctuate because of the
change in market prices. Market risk includes the risk of changes in interest rates, foreign currency exchange rates and equity prices.

F-78     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Brookfield
Infrastructure seeks to minimize the risks associated with foreign currency exchange rates and interest rates primarily through the use of derivative financial instruments to
hedge these risk exposures. The use of financial derivatives is governed by Brookfield Infrastructure's Treasury Policy. Brookfield Infrastructure does not enter into, or trade financial instruments,
including derivative financial instruments, for speculative purposes.

The
Treasury Policy provides written principles on the use of financial derivatives. With respect to its treasury policy, senior management of Brookfield Infrastructure's external
service provider perform the monitoring, review and approval role and report to the Board on a regular basis.

Financial
instruments held by Brookfield Infrastructure that are subject to market risk include other financial assets, borrowings, derivative instruments, such as interest rate and
foreign currency contracts, and marketable securities. The partnership is exposed to equity price risks arising from marketable securities. As at December 31, 2013 the balance of the portfolio
was $230 million (2012: $nil), a 10% change in the value of the portfolio would impact our equity by $23 million and result in an impact on the Consolidated Statement of Comprehensive
income of $23 million.

Interest Rate Risk Management

Brookfield
Infrastructure's primary objectives with respect to interest rate risk management are to ensure that:



To
achieve these objectives, in general terms, Brookfield Infrastructure's funding mix comprises both fixed and floating rate debt. Fixed rate debt is achieved either through fixed rate
debt funding or through the use of financial derivate instruments. In addition, where possible, interest rate risk is
minimized by matching the terms of interest rate swap contracts in regulated businesses to the term of the rate period, thus providing natural hedges.

The
sensitivity analyses below reflect Brookfield Infrastructure's exposure to interest rates for both derivative and non-derivative instruments at the reporting date, assuming that a
10 basis point increase or decrease in rates takes place at the beginning of the financial year and is held constant throughout the reporting period. The sensitivity analyses assume a
10 basis point change to reflect the current methodology employed by Brookfield Infrastructure in assessing interest rate risk. Such parallel shift in the yield curve by 10 basis points
would have had the following impact, assuming all other variables were held constant:

2013

2012

2011US$ MILLIONS

10 bp
decrease

10 bp
increase

10 bp
decrease

10 bp
increase

10 bp
decrease

10 bp
increaseNet income (loss)

$
2

$
(2
)
$
4

$
(4
)
$
3

$
(2
)Other comprehensive (loss) income


(4
)

4


(14
)

14


(2
)

3


Brookfield Infrastructure     F-79

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Foreign Currency Risk Management

Brookfield
Infrastructure has exposure to foreign currency risk in respect of currency transactions, the value of Brookfield Infrastructure's net investment, cash flows and capital
expenditures that are denominated outside of the U.S. Brookfield Infrastructure's approach to foreign currency risk management is:



The
tables below set out Brookfield Infrastructure's currency exposure at December 31, 2013, 2012 and 2011:

2013
US$ MILLIONS

USD

AUD

GBP

BRL

CLP

CAD

EUR

COP

TotalAssets:Current assets

$
661

$
114

$
148

$


$
117

$
103

$


$
125

$
1,268Non-current assets


1,367


5,375


3,769


773


1,283


935


169


743


14,414$
2,028

$
5,489

$
3,917

$
773

$
1,400

$
1,038

$
169

$
868

$
15,682Liabilities:Current liabilities

$
163

$
81

$
234

$


$
60

$
30

$


$
30

$
598Non-current liabilities


622


3,715


2,382





733


552





475


8,479785


3,796


2,616





793


582





505


9,077Non-controlling interest  in operating subsidiaries


112


118


317





292


281





299


1,419Non-controlling interest  Redeemable Partnership Units held by Brookfield


307


428


267


210


85


48


46


17


1,408Net investment

$
824

$
1,147

$
717

$
563

$
230

$
127

$
123

$
47

$
3,778




2012
US$ MILLIONS

USD

AUD

GBP

BRL

CLP

CAD

EUR

COP

NZD

TotalAssets:Current assets

$
112

$
174

$
174

$


$
122

$
22

$


$
142

$


$
746Non-current assets


5,698


5,913


3,349


335


1,425


969


147


752


384


18,972$
5,810

$
6,087

$
3,523

$
335

$
1,547

$
991

$
147

$
894

$
384

$
19,718Liabilities:Current liabilities

$
622

$
167

$
256

$


$
71

$
123

$


$
52

$


$
1,291Non-current liabilities


2,754


3,763


2,474





817


370





441





10,6193,376


3,930


2,730





888


493





493





11,910Non-controlling interest  in operating subsidiaries


1,596


147


124





319


267





331





2,784Non-controlling interest  Redeemable Partnership Units held by Brookfield


228


546


182


91


92


63


40


19


104


1,365Net investment

$
610

$
1,464

$
487

$
244

$
248

$
168

$
107

$
51

$
280

$
3,659


F-80     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012



2011
US$ MILLIONS

USD

AUD

GBP

CLP

CAD

EUR

NZD

TotalAssets:Current assets

$
197

$
149

$
129

$


$
3

$


$


$
478Non-current assets


5,114


5,280


1,539


159


261


142


296


12,791$
5,311

$
5,429

$
1,668

$
159

$
264

$
142

$
296

$
13,269Liabilities:Current liabilities

$
91

$
150

$
167

$


$
4

$


$
114

$
526Non-current liabilities


2,374


3,283


1,064





133








6,8542,465


3,433


1,231





137





114


7,380Non-controlling interest  in operating subsidiaries


1,389


177


117














1,683Non-controlling interest  Redeemable Partnership Units held by Brookfield


393


490


86


43


34


38


49


1,133Net investment

$
1,064

$
1,329

$
234

$
116

$
93

$
104

$
133

$
3,073


The following tables detail Brookfield Infrastructure's sensitivity to a 10% increase and decrease in the U.S. dollar against the relevant
foreign currencies, with all other variables held constant as at reporting date. 10% is the sensitivity rate used when reporting foreign currency risk internally. The sensitivity analysis is performed
as follows:



Impact on Net Income2013

2012

2011US$ MILLIONS

-10%

+10%

-10%

+10%

-10%

+10%USD/NZD

$
(5
)
$
5

$
(2
)
$
2

$
(1
)
$
1USD/AUD


15


(15
)

(10
)

10





USD/EUR


1


(1
)

(3
)

3


(2
)

2USD/GBP


(3
)

3








5


(5
)USD/BRL


1


(1
)










USD/COP

















USD/CLP


(1
)

1


2


(2
)




USD/CDN


(1
)

1


2


(2
)

1


(1
)


Brookfield Infrastructure     F-81

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012



Impact on Partnership Capital2013

2012

2011US$ MILLIONS

-10%

+10%

-10%

+10%

-10%

+10%USD/NZD

$


$


$
25

$
(25
)
$
16

$
(16
)USD/AUD


71


(71
)

111


(111
)

166


(166
)USD/EUR


2


(2
)

3


(3
)

7


(7
)USD/GBP








24


(24
)

10


(10
)USD/CLP


31


(31
)

25


(25
)

16


(16
)USD/COP


6


(6
)

5


(5
)




USD/BRL


77


(77
)

24


(24
)




USD/CDN








17


(17
)

13


(13
)


Credit
risk is the risk of loss due to the failure of a borrower or counterparty to fulfill its contractual obligations.

From
a treasury perspective, counterparty credit risk is managed through the establishment of authorized counterparty credit limits which ensure that Brookfield Infrastructure only deals
with credit worthy counterparties and that counterparty concentration is addressed and the risk of loss is mitigated. Credit limits are sufficiently low to restrict Brookfield Infrastructure from
having credit exposures
concentrated with a single counterparty but rather encourages spreading such risks among several parties. The limits are set at levels that reflect Brookfield Infrastructure's scale of activity and
allow it to manage its treasury business competitively.

Brookfield
Infrastructure does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on
liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. Exposure to credit risk is
limited to the carrying amount of the assets on the Consolidated Statements of Financial Position.

F-82     Brookfield Infrastructure

---





BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

NOTE 37.  SEGMENT INFORMATION

IFRS 8,Operating Segments,requires operating segments to be determined based on internal reports that are
regularly reviewed by the Executive Management and the Board of Directors for the purpose of allocating resources to the segment and to assessing its performance. Key measures used by the Chief
Operating Decision Maker ("CODM") in assessing performance and in making resource allocation decisions are funds from operations ("FFO") and earnings before interest, tax, depreciation and
amortization ("Adjusted EBITDA"), measures not defined by IFRS, which enable the determination of cash return on the equity deployed. FFO is calculated as net income excluding the impact of
depreciation and amortization, deferred income taxes, breakage and transaction costs, non-cash valuation gains or losses and other items. Adjusted EBITDA is calculated as FFO excluding the impact of
interest expense, cash taxes and other cash income (expenses).

Total attributable to Brookfield Infrastructure

Contribution
from
investments in
associates

Attributable to
non-
controlling
interest



As per
IFRS
financials on
F-7(1)FOR THE YEAR ENDED
DECEMBER 31, 2013
US$ MILLIONS

Discontinued
OperationsUtilities

Transport

Energy

Other

TotalRevenues

$
831

$
1,054

$
323

$
83

$
2,291

$
(933
)
$
551

$
(83
)
$
1,826Costs attributed to revenues


(284
)

(557
)

(186
)

(44
)

(1,071
)

491


(287
)

44


(823
)General and administrative costs











(110
)

(110
)










(110
)Adjusted EBITDA


547


497


137


(71
)

1,110


(442
)

264


(39
)Other income (expense)


5


(18
)

2


6


(5
)

17


(13
)

18


17Interest expense


(175
)

(153
)

(69
)

(26
)

(423
)

156


(108
)

13


(362
)FFO


377


326


70


(91
)

682


(269
)

143


(8
)Depreciation and amortization


(147
)

(183
)

(70
)




(400
)

163


(92
)




(329
)Impairment charge








(275
)




(275
)

275








Deferred taxes


(8
)

7


19


(83
)

(65
)

(11
)

22


55


1Gain on sale of associates


35








18


53











53Mark-to-market on hedging items


7


(9
)

3


6


7


3


9





19Valuation (losses) gains and other


(28
)

(76
)

(1
)

45


(60
)

56


(2
)

(49
)

(55
)Share of losses from associates

















(217
)







(217
)Income from discontinued operations net of tax























45


45Net income attributable to non-controlling interest




















(80
)

(43
)

(123
)Net income (loss) attributable to partnership(2)

$
236

$
65

$
(254
)
$
(105
)
$
(58
)
$


$


$


$
(58
)


---

Brookfield Infrastructure     F-83

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Total attributable to Brookfield Infrastructure

Contribution
from
investments in
associates

Attributable to
non-
controlling
interestFOR THE YEAR ENDED
DECEMBER 31, 2012
US$ MILLIONS

Discontinued
Operations

As per IFRS
financials on
F-7(1)Utilities

Transport

Energy

Other

TotalRevenues

$
774

$
738

$
316

$
143

$
1,971

$
(726
)
$
422

$
(143
)
$
1,524Costs attributed to revenues


(305
)

(463
)

(172
)

(95
)

(1,035
)

403


(229
)

95


(766
)General and administrative costs











(95
)

(95
)










(95
)Adjusted EBITDA


469


275


144


(47
)

841


(323
)

193


(48
)Other income (expense)


6


(1
)

2


7


14


3


(7
)

(2
)

8Interest expense


(167
)

(106
)

(70
)

(50
)

(393
)

138


(95
)

28


(322
)FFO


308


168


76


(90
)

462


(182
)

91


(22
)Depreciation and amortization


(123
)

(118
)

(59
)




(300
)

122


(52
)




(230
)Impairment charge





(16
)







(16
)

16








Deferred taxes


11


(2
)

31


(3
)

37


(31
)

14


22


42Mark-to-market on hedging items


(10
)

(2
)

(17
)

(21
)

(50
)

15


(14
)




(49
)Valuation (losses) gains and other


(75
)

3


(31
)

76


(27
)

59


14


(58
)

(12
)Share of earnings from associates

















1








1Income from discontinued operations net of tax























190


190Net income attributable to non-controlling interest




















(53
)

(132
)

(185
)Net income (loss) attributable to partnership(2)

$
111

$
33

$


$
(38
)
$
106

$


$


$


$
106




Total attributable to Brookfield Infrastructure

Contribution
from
investments in
associates

Attributable to
non-
controlling
interestFOR THE YEAR ENDED
DECEMBER 31, 2011
US$ MILLIONS

Discontinued
Operations

As per IFRS
financials on
F-7(1)Utilities

Transport

Energy

Other

TotalRevenues

$
644

$
640

$
311

$
155

$
1,750

$
(694
)
$
214

$
(155
)
$
1,115Costs attributed to revenues


(226
)

(460
)

(168
)

(95
)

(949
)

403


(110
)

95


(561
)General and administrative costs











(61
)

(61
)










(61
)Adjusted EBITDA


418


180


143


(1
)

740


(291
)

104


(60
)Other income (expense)


6








4


10


2


6


(1
)

17Interest expense


(149
)

(82
)

(74
)

(53
)

(358
)

128


(51
)

28


(253
)FFO


275


98


69


(50
)

392


(161
)

59


(33
)Depreciation and amortization


(91
)

(58
)

(54
)




(203
)

96


(19
)




(126
)Deferred taxes


(11
)

(15
)

16


(63
)

(73
)

(2
)

(1
)

64


(12
)Mark-to-market on hedging items


(12
)




(3
)

(11
)

(26
)

9


(18
)




(35
)Valuation (losses) gains and other


2


(1
)

(5
)

101


97


(18
)

12


(100
)

(9
)Share of earnings from associates

















76








76Income from discontinued operations net of tax























289


289Net income attributable to non-controlling interest




















(33
)

(220
)

(253
)Net income attributable to partnership(2)

$
163

$
24

$
23

$
(23
)
$
187

$


$


$


$
187


---

F-84     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Segment assets

For the purpose of monitoring segment performance and allocating resources between segments, Brookfield Infrastructure's Executive
Management and Board of Directors monitor the assets, including investments accounted for using the equity method, attributable to each segment.

The
following is an analysis of Brookfield Infrastructure's assets by reportable operating segment for the years under review:

Total attributable to Brookfield InfrastructureContribution
from
investments
in associates

Attributable
to non-
controlling
interest

Working
capital
adjustment
and other

As per
IFRS
financials
on F-6(1)AS AT
DECEMBER 31, 2013
US$ MILLIONS

Utilities

Transport

Energy

Corporate
& Other

Brookfield
InfrastructureTotal assets

$
4,766

$
4,789

$
1,629

$
(46
)
$
11,138

$
(2,156
)
$
3,899

$
2,801

$
15,682




Total attributable to Brookfield InfrastructureContribution
from
investments
in associates

Attributable
to non-
controlling
interest

Working
capital
adjustment
and other

As per
IFRS
financials
on F-6(1)AS AT
DECEMBER 31, 2012
US$ MILLIONS

Utilities

Transport

Energy

Corporate
& Other

Brookfield
InfrastructureTotal assets

$
5,525

$
4,412

$
1,849

$
895

$
12,681

$
(2,072
)
$
6,530

$
2,579

$
19,718


---

Geographic Information

Revenues from external customers

US$ MILLIONS

2013

2012

2011Australia

$
818

$
763

$
646United Kingdom


556


465


425Canada


131


58


36United States of America


24


23


8Colombia


189


188


Chile


108


27


$
1,826

$
1,524

$
1,115


Brookfield
Infrastructure has no revenues from any one major customer which are higher than 10% of Brookfield Infrastructure's total revenues.

Brookfield Infrastructure     F-85

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

Non-current Assets(1)

US$ MILLIONS

2013

2012North and South America

$
5,179

$
8,562Australasia


5,127


6,472Europe


3,806


3,683$
14,112

$
18,717


---

NOTE 38.  SUPPLEMENTAL CASH FLOW INFORMATION

For the Year Ended
December 31,US$ MILLIONS

2013

2012

2011Interest paid

$
334

$
360

$
312Income taxes paid


25

$
11

$
5


Amounts
paid and received for interest were reflected as operating cash flows in the consolidated Statements of Cash Flows. Interest paid is net of debt related hedges.

Amounts
paid for income taxes were reflected as either operating cash flows or investing cash flows in the consolidated Statements of Cash Flow depending upon the nature of the
underlying transaction.

Details
of "Changes in non-cash working capital, net" on the Statements of Cash Flows are as follows:

For the Year Ended
December 31,US$ MILLIONS

2013

2012

2011Accounts receivable

$
30

$
(61
)
$
(11
)Prepayments and other


(4
)

(99
)

(53
)Accounts payable and other


(45
)

316


45Changes in non-cash working capital, net

$
(19
)
$
156

$
(19
)


NOTE 39.  SUBSEQUENT EVENTS

Brookfield
Infrastructure has signed definitive agreements to acquire an 11% stake in South American rail and port logistics businesses through a Brookfield Infrastructure fund for
approximately $350 million. Brookfield Infrastructure will have significant influence through Brookfield's position in the business. Accordingly, Brookfield Infrastructure will equity account
for the entity. Completion of this transaction is expected to occur in the first half of 2014, subject to customary closing conditions.

F-86     Brookfield Infrastructure

---



BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012

In
March 2014, Brookfield Infrastructure closed the acquisition of a 20% stake in a U.S. based port operator that owns gateway container terminals located in the ports of
Los Angeles and Oakland through a Brookfield Infrastructure fund. Brookfield Infrastructure has significant influence through Brookfield's position in the joint venture. Accordingly, Brookfield
Infrastructure would equity account for the entity.

Subsequent
to year end, Brookfield Infrastructure signed definitive agreements to acquire a 20% stake in a container terminal located in the port of New York/New Jersey
through a Brookfield Infrastructure fund. Brookfield Infrastructure will have significant influence through Brookfield's position in the joint venture. Accordingly, Brookfield Infrastructure will
equity account for these entities. Completion of the transaction is expected to occur in the first half of 2014, subject to customary closing conditions.

Brookfield Infrastructure     F-87

---



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