Document


		As of
US$ MILLIONS, UNAUDITED	Notes	March 31, 2022		December 31, 2021
Assets
Cash and cash equivalents	6	$	1,969	$	1,406
Financial assets	6	714		740
Accounts receivable and other	6	2,455		2,204
Inventory		341		400
Assets classified as held for sale	9	150		146
Current assets		5,629		4,896
Property, plant and equipment	7	38,652		38,655
Intangible assets	8	14,999		14,214
Investments in associates and joint ventures	9	5,386		4,725
Investment properties		672		655
Goodwill	5	9,300		8,979
Financial assets	6	648		536
Other assets		1,244		1,141
Deferred income tax asset		179		160
Total assets		$	76,709	$	73,961

Liabilities and Partnership Capital
Liabilities
Accounts payable and other	6	$	4,244	$	4,019
Corporate borrowings	6,10	391		431
Non-recourse borrowings	6,10	3,065		2,701
Financial liabilities	6	1,547		1,510

Current liabilities		9,247		8,661
Corporate borrowings	6,10	2,789		2,288
Non-recourse borrowings	6,10	24,518		23,833
Financial liabilities	6	1,799		1,730
Other liabilities		5,077		5,027
Deferred income tax liability		6,284		6,011
Preferred shares	6	20		20
Total liabilities		49,734		47,570

Partnership capital
Limited partners	15	5,741		5,702
General partner	15	31		31
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield	15	2,420		2,408
BIPC exchangeable shares	15	1,381		1,369
Exchangeable units(1)	15	81		85
Perpetual subordinated notes	15	293		—
Interest of others in operating subsidiaries		16,110		15,658
Preferred unitholders	15	918		1,138
Total partnership capital		26,975		26,391
Total liabilities and partnership capital		$	76,709	$	73,961


		For the three-month period ended March 31
US$ MILLIONS, UNAUDITED	Notes	2022		2021
Revenues	13	$	3,411	$	2,683
Direct operating costs(1)	7,8,14	(2,506)		(1,815)
General and administrative expenses		(121)		(95)
		784		773
Interest expense		(409)		(355)
Share of earnings from investments in associates and joint ventures	9	54		67
Mark-to-market on hedging items	6	(32)		35

Other income		35		27
Income before income tax		432		547
Income tax expense
Current		(120)		(94)
Deferred		(18)		(40)
Net income		$	294	$	413

Attributable to:
Limited partners		$	6	$	89
General partner		60		50
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		3		37
BIPC exchangeable shares		1		14

Interest of others in operating subsidiaries		224		223
Basic and diluted (loss) income per limited partner unit:	15	$	(0.02)	$	0.27


		For the three-month period ended March 31
US$ MILLIONS, UNAUDITED	Notes	2022		2021
Net income		$	294	$	413
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss:
Revaluation of asset retirement obligation		25		—
Marketable securities, net of tax	6	—		120
Unrealized actuarial gains		13		21
Tax impact of remeasurement of revaluation surplus and other		(9)		(4)

		29		137
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation		535		(374)
Cash flow hedge	6	255		179
Net investment hedge	6	29		6

Taxes on the above items		(67)		(40)
Share of (losses) income from investments in associates and joint ventures	9	(25)		8
		727		(221)
Total other comprehensive income (loss)		756		(84)
Comprehensive income		$	1,050	$	329

Attributable to:
Limited partners		$	223	$	54
General partner		61		50
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		95		22
BIPC exchangeable shares		53		9
Exchangeable units(1)		3		—
Interest of others in operating subsidiaries		615		194


	Limited Partners
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2022 US$ MILLIONS	Limited partners’ capital		(Deficit)		Ownership changes		Accumulated other comprehensive income (1)		Limited partners		General partner		Non-controlling interest – Redeemable Partnership Units held by Brookfield		Non-controlling interest – BIPC exchangeable shares		Non-controlling interest –Exchangeable units(4)		Non-controlling interest – in operating subsidiaries		Non-controlling interest – Perpetual subordinated notes		Preferred unitholders capital		Total partners’ capital

Balance as of January 1, 2022	$	6,074	$	(2,125)	$	1,430	$	323	$	5,702	$	31	$	2,408	$	1,369	$	85	$	15,658	$	—	$	1,138	$	26,391
Net income	—		6		—		—		6		60		3		1		—		224		—		—		294
Other comprehensive income	—		—		—		217		217		1		92		52		3		391		—		—		756
Comprehensive income	—		6		—		217		223		61		95		53		3		615		—		—		1,050
Unit issuance(2)	4		—		—		—		4		—		—		—		—		—		—		—		4

Partnership distributions(3)	—		(165)		—		—		(165)		(61)		(69)		(40)		(3)		—		—		—		(338)
Partnership preferred distributions(3)	—		(11)		—		—		(11)		—		(5)		(3)		—		—		—		—		(19)



Subsidiary distributions to non-controlling interest	—		—		—		—		—		—		—		—		—		(163)		—		—		(163)

Preferred units redeemed(2)	—		(14)		—		—		(14)		—		(9)		—		—		—		—		(220)		(243)

Issuance of perpetual subordinated notes(2)	—		—		—		—		—		—		—		—		—		—		293		—		293
Other items(1),(2)	2		—		—		—		2		—		—		2		(4)		—		—		—		—
Balance as at March 31, 2022	$	6,080	$	(2,309)	$	1,430	$	540	$	5,741	$	31	$	2,420	$	1,381	$	81	$	16,110	$	293	$	918	$	26,975


	Limited Partners
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2021 US$ MILLIONS	Limited partners’ capital		(Deficit)		Ownership changes		Accumulated other comprehensive income(1)		Limited partners		General partner		Non-controlling interest –Redeemable Partnership Units held by Brookfield		Non-controlling interest – BIPC exchangeable shares		Non-controlling interest – Exchange LP Units		Non-controlling interest – in operating subsidiaries		Preferred unitholders capital		Total partners’ capital

Balance as at January 1, 2021	$	5,526	$	(2,285)	$	540	$	452	$	4,233	$	19	$	1,687	$	638	$	12	$	13,954	$	1,130	$	21,673
Net income	—		89		—		—		89		50		37		14		—		223		—		413
Other comprehensive loss	—		—		—		(35)		(35)		—		(15)		(5)		—		(29)		—		(84)
Comprehensive income (loss)	—		89		—		(35)		54		50		22		9		—		194		—		329
Unit issuance(2)	3		—		—		—		3		—		—		—		—		—		—		3

Partnership distributions(3)	—		(151)		—		—		(151)		(50)		(62)		(23)		(1)		—		—		(287)
Partnership preferred distributions(3)	—		(10)		—		—		(10)		—		(4)		(2)		—		—		—		(16)
Acquisition of subsidiaries(4)	—		—		—		—		—		—		—		—		—		288		—		288


Subsidiary distributions to non-controlling interest	—		—		—		—		—		—		—		—		—		(232)		—		(232)

Preferred units issued(2)	—		—		—		—		—		—		—		—		—		—		194		194


Balance as at March 31, 2021	$	5,529	$	(2,357)	$	540	$	417	$	4,129	$	19	$	1,643	$	622	$	11	$	14,204	$	1,324	$	21,952

UNAUDITED INTERIM CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS


		For the three-month period ended March 31
US$ MILLIONS, UNAUDITED	Notes	2022		2021
Operating Activities
Net income		$	294	$	413
Adjusted for the following items:
Earnings from investments in associates and joint ventures, net of distributions received	9	70		(8)
Depreciation and amortization expense	7,8	544		469
Mark-to-market on hedging items, provisions and other	6	21		(94)

Deferred income tax expense		18		40
Changes in non-cash working capital, net		(212)		(94)
Cash from operating activities		735		726

Investing Activities
Acquisition of subsidiaries, net of cash acquired	5	(42)		(96)

Investments in associates and joint ventures	9	(455)		—
Disposal of investments in associates and joint ventures	9	—		412

Purchase of long-lived assets	7,8	(599)		(332)
Disposal of long-lived assets	7,8	9		11
Purchase of financial assets		(236)		(171)
Sale of financial assets		200		296
Net settlement of foreign exchange hedging items	6	(1)		1
Cash (used by) from investing activities		(1,124)		121

Financing Activities
Distributions to general partner	16	(61)		(50)
Distributions to other unitholders	16	(296)		(253)
Subsidiary distributions to non-controlling interest		(163)		(232)
Capital provided by non-controlling interest	15	293		100



Deposit received from parent	18	200		400

(Repayment of) net proceeds from commercial paper program	10	(40)		90
Proceeds from corporate credit facility	10	957		291
Repayment of corporate credit facility	10	(478)		(1,145)
Proceeds from non-recourse borrowings	10	1,236		592
Repayment of non-recourse borrowings	10	(594)		(419)
Lease liability repaid and other		(18)		(113)

Net preferred units (redeemed) issued	15	(243)		194
Partnership units issued	15	4		3
Cash from (used by) financing activities		797		(542)

Cash and cash equivalents
Change during the period		408		305
Cash reclassified as assets held for sale		—		(6)
Impact of foreign exchange on cash		155		(26)
Balance, beginning of period		1,406		867
Balance, end of period		$	1,969	$	1,140

Brookfield Infrastructure Partners L.P. (our “partnership” and, together with its subsidiaries and operating entities, “Brookfield Infrastructure”) owns and operates utilities, transport, midstream and data businesses in North and South America, Europe and the Asia Pacific region. Our partnership was formed as a limited partnership established under the laws of Bermuda, pursuant to a limited partnership agreement dated May 17, 2007, as amended and restated. Our partnership is a subsidiary of Brookfield Asset Management Inc. (“Brookfield”). Our partnership’s units are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbols “BIP” and “BIP.UN”, respectively. Our cumulative Class A preferred limited partnership units, Series 1, Series 3, Series 9 and Series 11 are listed on the Toronto Stock Exchange under the symbols “BIP.PR.A,” “BIP.PR.B,” “BIP.PR.E” and “BIP.PR.F,” respectively. Our cumulative Class A preferred limited partnership units, Series 13 and Series 14, are listed on the New York Stock Exchange under the symbols “BIP.PR.A” and “BIP.PR.B”, respectively. Our partnership’s registered office is 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda.

In these notes to the consolidated financial statements, references to “units” are to the limited partnership units in our partnership other than the preferred units, references to our “preferred units” are to preferred limited partnership units in our partnership and references to our “unitholders” and “preferred unitholders” are to the holders of our units and preferred units, respectively. References to “Class A Preferred Units,” “Series 1 Preferred Units,” “Series 3 Preferred Units,” “Series 9 Preferred Units,” “Series 11 Preferred Units,” “Series 13 Preferred Units” and “Series 14 Preferred Units” are to cumulative Class A preferred limited partnership units, cumulative Class A preferred limited partnership units, Series 1, cumulative Class A preferred limited partnership units, Series 3, cumulative Class A preferred limited partnership units, Series 9, cumulative Class A preferred limited partnership units, Series 11, cumulative Class A preferred limited partnership units, Series 13, and cumulative Class A preferred limited partnership units Series 14, in our partnership, respectively.

These interim condensed and consolidated financial statements of our partnership and its subsidiaries (together “Brookfield Infrastructure”) have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”) and using the accounting policies Brookfield Infrastructure applied in its consolidated financial statements as of and for the year-ended December 31, 2021. The accounting policies that our partnership applied in its annual consolidated financial statements as of and for the year-ended December 31, 2021 are disclosed in Note 3 of such financial statements, with which reference should be made in reading these interim condensed and consolidated financial statements.

IFRS 8, Operating Segments, requires operating segments to be determined based on information that is regularly reviewed by the Executive Management and the Board of Directors for the purpose of allocating resources to the segment and to assess its performance. The Chief Operating Decision Maker (“CODM”) uses Funds from Operations (“FFO”) in assessing performance and in making resource allocation decisions, which enable the determination of return on the equity deployed. We define FFO as net income excluding the impact of depreciation and amortization, deferred income taxes, mark-to-market on hedging items and other income (expenses) that are not related to the revenue earning activities and are not normal, recurring cash operating expenses necessary for business operations.


	Total attributable to Brookfield Infrastructure
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2022 US$ MILLIONS	Utilities		Transport		Midstream		Data		Corporate		Total		Contribution from investments in associates		Attributable to non-controlling interest		As per IFRS financials(1)

Revenues	$	439	$	578	$	423	$	152	$	—	$	1,592	$	(571)	$	2,390	$	3,411
Costs attributed to revenues(2)	(185)		(323)		(189)		(69)		—		(766)		285		(1,481)		(1,962)
General and administrative expenses	—		—		—		—		(121)		(121)		—		—		(121)

Other (expense) income	(28)		(4)		3		3		32		6		8		(80)		(66)
Interest expense	(59)		(66)		(41)		(28)		(24)		(218)		72		(263)		(409)
FFO	167		185		196		58		(113)		493
Depreciation and amortization expense											(322)		123		(345)		(544)
Deferred taxes											(12)		(3)		(3)		(18)
Mark-to-market on hedging items and other											(89)		32		6		(51)

Share of earnings from associates											—		54		—		54
Net income attributable to non-controlling interest											—		—		(224)		(224)
Net income attributable to partnership(3)											$	70	$	—	$	—	$	70


	Total attributable to Brookfield Infrastructure
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2021 US$ MILLIONS	Utilities		Transport		Midstream		Data		Corporate		Total		Contribution from investments in associates		Attributable to non-controlling interest		As per IFRS financials(1)

Revenues	$	390	$	495	$	234	$	149	$	—	$	1,268	$	(490)	$	1,905	$	2,683
Costs attributed to revenues(2)	(167)		(262)		(49)		(67)		—		(545)		235		(1,036)		(1,346)
General and administrative expenses	—		—		—		—		(95)		(95)		—		—		(95)

Other (expense) income	(16)		(4)		(15)		5		19		(11)		—		(52)		(63)
Interest expense	(41)		(67)		(24)		(27)		(27)		(186)		70		(239)		(355)
FFO	166		162		146		60		(103)		431
Depreciation and amortization expense											(280)		128		(317)		(469)
Deferred taxes											(28)		(1)		(11)		(40)
Mark-to-market on hedging items and other											67		(9)		(27)		31

Share of earnings from associates											—		67		—		67
Net income attributable to non-controlling interest											—		—		(223)		(223)
Net income attributable to partnership(3)											$	190	$	—	$	—	$	190

1.The above table provides each segment’s assets in the format that management organizes its reporting segments to make operating decisions and assess performance. Each segment is presented based on our partnership’s share of total assets, taking into account Brookfield Infrastructure’s ownership in operations using consolidation and the equity method whereby our partnership either controls or exercises significant influence over the investment, respectively. The above table reconciles Brookfield Infrastructure’s share of total assets to total assets presented on our partnership’s Consolidated Statements of Financial Position by removing net liabilities contained within investments in associates and joint ventures and reflecting the assets attributable to non-controlling interests, and adjusting for working capital assets which are netted against working capital liabilities.

On November 16, 2021, Brookfield Infrastructure, alongside institutional partners (collectively, the “AVN consortium”) completed the sale of its 17% interest in our Chilean toll road business (AVN consortium total of approximately 34%). The sale resulted in net proceeds of approximately $165 million (AVN consortium total of approximately $315 million). Our partnership recognized a gain of approximately $140 million (AVN consortium total of $270 million) in Other income (expense) on the Consolidated Statement of Operating Results. The partnership’s share of losses relating to previous foreign exchange movements and hedges of $8 million were reclassified from accumulated other comprehensive income to Other income (expense) on the Consolidated Statement of Operating Results.

On June 7, 2021, Brookfield Infrastructure, alongside institutional partners (collectively, the “Enwave Canada consortium”) completed the sale of its 25% interest in our Canadian district energy operation. The sale resulted in net proceeds of approximately $450 million (Enwave Canada consortium total of approximately $1.8 billion). Our partnership recognized a gain of approximately $295 million (Enwave Canada consortium total of approximately $1.2 billion) in Other income (expense) on the Consolidated Statements of Operating Results. The partnership’s share of accumulated revaluation surplus of $124 million was reclassified from accumulated other comprehensive income directly to retained earnings and recorded within Other items on the Consolidated Statements of Partnership Capital. The partnership’s share of net gains relating to previous foreign exchange movements and hedges of $9 million were reclassified from accumulated other comprehensive income to Other income (expense) on the Consolidated Statements of Operating Results.

On May 12, 2021, our U.K. regulated distribution business sold its smart meters business for gross consideration of approximately $820 million. After the repayment of debt and working capital requirements at the business, our partnership received net proceeds of approximately $340 million. The business recognized a gain of approximately $195 million in Other income (expense) on the Consolidated Statements of Operating Results, of which approximately $155 million is attributable to our partnership. The partnership’s share of accumulated revaluation surplus of $142 million was reclassified from accumulated other comprehensive income directly to retained earnings and recorded within Other items on the Consolidated Statements of Partnership Capital. The partnership’s share of net gains relating to previous foreign exchange movements and hedges of $12 million were reclassified from accumulated other comprehensive income to Other income (expense) on the Consolidated Statements of Operating Results.

On August 20, 2021, Brookfield Infrastructure, alongside institutional partners (collectively, the “IPL consortium”) acquired an effective 41% interest (IPL consortium total of 69%) in IPL for total consideration of approximately $2.8 billion (IPL consortium total of approximately $4.7 billion). The acquisition was funded through cash provided by the partnership of $0.8 billion (IPL consortium total of $1.9 billion), $0.2 billion of BIPC exchangeable LP units, $1.1 billion of BIPC exchangeable shares and $0.5 billion (IPL consortium total of $0.9 billion) of asset level debt raised on closing. In addition, Brookfield Infrastructure had an existing 3% interest in IPL (IPL consortium total - 10%) valued at $0.2 billion prior to the acquisition (IPL consortium total of $0.6 billion). Concurrently, Brookfield Infrastructure entered into a voting agreement with an affiliate of Brookfield, providing Brookfield Infrastructure the right to direct the relevant activities of the entity, thereby providing Brookfield Infrastructure with control. Accordingly, Brookfield Infrastructure consolidated the entity effective August 20, 2021. Acquisition costs of approximately $65 million were recorded as Other income (expense) within the Consolidated Statements of Operating Results.

On October 28, 2021 Brookfield Infrastructure, alongside institutional partners, acquired an additional 14% interest (IPL consortium total of 24%) in IPL for total consideration of $0.9 billion (IPL consortium of $1.6 billion). The acquisition was funded through cash provided by the partnership of approximately $0.4 billion (IPL consortium total of approximately $1.1 billion) and $0.5 billion of BIPC exchangeable shares and BIPC exchangeable LP units. Subsequent to the acquisition, our partnership’s ownership of the business is 59% (IPL consortium total of 100%). As a result of the carrying value of non-controlling interests exceeding the purchase price, a gain of approximately $30 million was recognized directly in ownership changes and recorded within Other items on the Consolidated Statements of Partnership Capital.

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


US$ MILLIONS Financial Instrument Classification
MEASUREMENT BASIS	Fair value through profit or loss		Fair value through OCI		Amortized Cost		Total
Financial assets
Cash and cash equivalents	$	—	$	—	$	1,969	$	1,969
Accounts receivable and other	—		—		2,987		2,987
Financial assets (current and non-current)(1)	1,169		—		193		1,362
Total	$	1,169	$	—	$	5,149	$	6,318

Financial liabilities
Corporate borrowings	$	—	$	—	$	3,180	$	3,180
Non-recourse borrowings (current and non-current)	—		—		27,583		27,583
Accounts payable and other	—		—		3,554		3,554
Financial liabilities (current and non-current)(1)	475		—		2,871		3,346
Lease liabilities	—		—		3,801		3,801
Preferred shares(2)	—		—		20		20
Total	$	475	$	—	$	41,009	$	41,484


US$ MILLIONS Financial Instrument Classification
MEASUREMENT BASIS	Fair value through profit or loss		Fair value through OCI		Amortized Cost		Total
Financial assets
Cash and cash equivalents	$	—	$	—	$	1,406	$	1,406
Accounts receivable and other	—		—		2,718		2,718
Financial assets (current and non-current)(1)	1,171		—		105		1,276
Total	$	1,171	$	—	$	4,229	$	5,400

Financial liabilities
Corporate borrowings	$	—	$	—	$	2,719	$	2,719
Non-recourse borrowings (current and non-current)	—		—		26,534		26,534
Accounts payable and other	—		—		3,392		3,392
Financial liabilities (current and non-current)(1)	501		—		2,739		3,240
Lease liabilities	—		—		3,840		3,840
Preferred shares(2)	—		—		20		20
Total	$	501	$	—	$	39,244	$	39,745

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

Brookfield Infrastructure uses interest rate swaps to hedge the variability in cash flows related to a variable rate asset or liability and highly probable forecasted issuances of debt. The settlement dates coincide with the dates on which the interest is payable on the underlying debt, and the amount accumulated in equity is reclassified to profit or loss over the period that the floating rate interest payments on debt affect profit or loss. For the three-month period ended March 31, 2022, gains of $255 million (2021: gains of $179 million) were recorded in other comprehensive income for the effective portion of the cash flow hedges. As of March 31, 2022, there was a net derivative asset balance of $276 million relating to derivative contracts designated as cash flow hedges (December 31, 2021: $101 million).

Brookfield Infrastructure uses foreign exchange contracts and foreign currency denominated debt instruments to manage its foreign currency exposures arising from net investments in foreign operations having a functional currency other than the U.S. dollar. For the three-month period ended March 31, 2022, gains of $29 million (2021: gains of $6 million) were recorded in other comprehensive income relating to the hedges of net investments in foreign operations. Further, for the three-month period ended March 31, 2022, Brookfield Infrastructure paid less than $1 million (2021: received less than $1 million) relating to the settlement of foreign exchange contracts in the period. As of March 31, 2022, there was a net unrealized derivative liability balance of $2 million relating to derivative contracts designated as net investment hedges (December 31, 2021: $31 million).


US$ MILLIONS	Utilities		Transport		Midstream		Data		Total
Gross carrying amount:
Balance at January 1, 2021	$	9,289	$	8,697	$	4,321	$	8,593	$	30,900

Additions, net of disposals	478		434		423		429		1,764
Acquisitions through business combinations(1)	180		134		9,865		—		10,179
Assets held by subsidiaries disposed during the period(2)	(2,300)		(15)		—		—		(2,315)
Non-cash additions (disposals)(3)	34		(107)		88		(532)		(517)
Net foreign currency exchange differences	(116)		(145)		165		(166)		(262)
Balance at December 31, 2021	$	7,565	$	8,998	$	14,862	$	8,324	$	39,749

Additions, net of disposals	110		119		194		131		554

Acquisitions through business combinations(1)	—		—		—		33		33

Non-cash (disposals) additions	(116)		(3)		(21)		19		(121)

Net foreign currency exchange differences	(108)		25		126		(113)		(70)
Balance at March 31, 2022	$	7,451	$	9,139	$	15,161	$	8,394	$	40,145

Accumulated depreciation:
Balance at January 1, 2021	$	(1,613)	$	(1,404)	$	(356)	$	(263)	$	(3,636)
Depreciation expense	(352)		(481)		(270)		(419)		(1,522)
Disposals	19		9		17		—		45
Assets held by subsidiaries disposed during the period(2)	663		12		—		—		675
Non-cash disposals	—		140		3		45		188
Net foreign currency exchange differences	11		56		(16)		8		59
Balance at December 31, 2021	$	(1,272)	$	(1,668)	$	(622)	$	(629)	$	(4,191)
Depreciation expense	(81)		(114)		(102)		(97)		(394)



Non-cash disposals	—		3		6		—		9
Net foreign currency exchange differences	12		(16)		—		7		3
Balance at March 31, 2022	$	(1,341)	$	(1,795)	$	(718)	$	(719)	$	(4,573)

Accumulated fair value adjustments:
Balance at January 1, 2021	$	2,934	$	1,048	$	338	$	—	$	4,320
Fair value adjustments	134		48		70		—		252
Net foreign currency exchange differences	(26)		(50)		—		—		(76)
Assets held by subsidiaries disposed during the period(2)	(1,399)		—		—		—		(1,399)
Balance at December 31, 2021	$	1,643	$	1,046	$	408	$	—	$	3,097



Net foreign currency exchange differences	(36)		19		—		—		(17)
Balance at March 31, 2022	$	1,607	$	1,065	$	408	$	—	$	3,080

Net book value:
December 31, 2021	$	7,936	$	8,376	$	14,648	$	7,695	$	38,655
March 31, 2022(4)	$	7,717	$	8,409	$	14,851	$	7,675	$	38,652

The intangible assets at our Brazilian regulated gas transmission operation relate to concession arrangements with the local energy regulator, Agência Nacional do Petróleo, Gás Natural e Biocombustíveis (“ANP”). Total capacity is fully contracted under long-term “ship-or-pay” gas transportation agreements (“GTA”) and therefore, the business is exposed to no volume or price risk. Each GTA takes into account a return on regulatory asset base (“RAB”), and the tariffs are calculated on an inflation adjusted regulatory weighted average cost of capital (“WACC”) fixed for the life of GTAs. On April 8, 2021, new legislation was passed in Brazil which provides our Brazilian regulated gas transmission operation the right to operate the gas pipelines perpetually. The intangible assets will be amortized on a straight-line basis over the estimated useful life of the underlying infrastructure.

The intangible assets at our North American residential infrastructure operation are comprised of contractual customer relationships, customer contracts, proprietary technology and brands. The contractual customer relationships and customer contracts represent ongoing economic benefits from leasing customers and annuity-based management agreements. Proprietary technology is recognized for the development of new metering technology, which allows the business to generate revenue through its sub-metering business. Brands represent the intrinsic value customers place on the operation’s various brand names. The business generates revenues under long-term contracts with a diversified customer base across North America and is exposed to minimum volume risk.

Brookfield Infrastructure has a $1.975 billion senior unsecured revolving credit facility used for general working capital purposes including acquisitions. The $1.975 billion is available on a revolving basis for the full term of the facility. All amounts outstanding under this facility will be repayable on June 29, 2026. All obligations of Brookfield Infrastructure under the facility are guaranteed by our partnership. Loans under this facility accrue interest at a floating rate based on LIBOR plus 1.2%. Brookfield Infrastructure is required to pay an unused commitment fee under the facility of 13 basis points per annum. As at March 31, 2022, draws on the credit facility were $479 million (2021: nil) and $12 million of letters of credit were issued (2021: $12 million).

Brookfield Infrastructure has entered into a $500 million revolving credit facility with Brookfield to provide additional liquidity for general corporate purposes and capital expenditures, if required. The revolving credit facility automatically renews for four consecutive one-year terms, which would result in the facility ultimately maturing on February 8, 2023. Brookfield has the option to terminate the agreement prior to February 8 each year by providing Brookfield Infrastructure with written notice. Loans under this facility accrued interest on LIBOR plus 1.8% and no commitment fees were incurred for any undrawn balance. As of March 31, 2022, there were $nil (2021: $nil) borrowings outstanding. Subsequent to quarter-end, Brookfield Infrastructure and Brookfield entered into an amendment to increase the facility to $1 billion. In addition, under the amendment, the revolving credit facility automatically renews for eight consecutive one-year terms, which would result in the facility ultimately maturing on April 14, 2030. Brookfield has the option to terminate the agreement prior to April 14 each year by providing Brookfield Infrastructure with a written notice.

On May 24, 2021, Brookfield Infrastructure Finance ULC issued $250 million of subordinated unsecured notes under the U.S. Indenture maturing May 24, 2081 in the U.S. with a coupon of 5.0% (the “subordinated notes”). The subordinated notes are guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and certain other amounts by the BIP Guarantors and BIPC Holdings. The subordinated notes, including any accrued and unpaid interest thereon, will be exchanged automatically, without the consent or action of the holders thereof, into units of a newly-issued series of Class A preferred limited partnership units of the partnership, being class A preferred limited partnership units, Series 15, upon the occurrence of certain bankruptcy-related events.


FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2022 US$ MILLIONS	Our partnership(2)		The Fincos		BIPIC		BIPC Holdings		Subsidiaries of our partnership other than the Fincos, BIPIC, and BIPC Holdings(3)		Consolidating adjustments(4)		Our partnership consolidated

Revenues	$	—	$	—	$	—	$	—	$	—	$	3,411	$	3,411
Net income (loss) attributable to partnership(1)	6		—		—		—		70		(6)		70

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2021
Revenues	$	—	$	—	$	—	$	—	$	—	$	2,683	$	2,683
Net income (loss) attributable to partnership(1)	89		—		—		15		175		(89)		190









AS OF MARCH 31, 2022
Current assets	$	—	$	—	$	—	$	—	$	—	$	5,629	$	5,629
Non-current assets	6,952		—		1,045		2,914		9,430		50,739		71,080
Current liabilities	—		—		214		—		—		9,033		9,247
Non-current liabilities	—		2,310		—		—		—		38,177		40,487
Non-controlling interests
Redeemable Partnership Units held by Brookfield	—		—		—		—		—		2,420		2,420
BIPC exchangeable shares	—		—		—		—		—		1,381		1,381
Exchangeable units(5)	—		—		—		—		—		81		81
Perpetual subordinated notes	—		—		—		—		—		293		293
In operating subsidiaries	—		—		—		—		—		16,110		16,110
Preferred unitholders	—		—		—		—		—		918		918

AS OF DECEMBER 31, 2021
Current assets	$	—	$	—	$	—	$	—	$	—	$	4,896	$	4,896
Non-current assets	6,840		—		1,045		2,373		9,835		48,972		69,065
Current liabilities	—		—		232		—		—		8,429		8,661
Non-current liabilities	—		2,288		—		—		—		36,621		38,909
Non-controlling interests
Redeemable Partnership Units held by Brookfield	—		—		—		—		—		2,408		2,408
BIPC exchangeable shares	—		—		—		—		—		1,369		1,369
Exchangeable units(5)	—		—		—		—		—		85		85
In operating subsidiaries	—		—		—		—		—		15,658		15,658
Preferred unitholders	—		—		—		—		—		1,138		1,138

Brookfield Infrastructure’s customer base is comprised predominantly of investment grade companies. Our revenues are well diversified by region and counterparty with only one customer making up greater than 10% of our partnership’s consolidated revenues. For the three-month period ended March 31, 2022, revenues generated from these customers within the utilities and data segments were $347 million (2021: $314 million). Our partnership has completed a review of the credit risk of key counterparties. Based on their liquidity position, business performance, and aging of our accounts receivable, we do not have any significant changes in expected credit losses at this time. Our partnership continues to monitor the credit risk of our counterparties in light of the current economic environment.

As at March 31, 2022, our partnership’s capital structure was comprised of three classes of partnership units: limited partnership units, preferred units and general partnership units. Limited partnership units entitle the holder to their proportionate share of distributions. Preferred units entitle the holder to cumulative preferential cash distributions in accordance with their terms. General partnership units entitle the holder to the right to govern the financial and operating policies of our partnership. The Holding LP’s capital structure is composed of four classes of partnership units: special general partner units, Holding LP Class A preferred units, managing general partner units and redeemable partnership units held by Brookfield.

As a result of the issuances during the year, inclusive of equity raised as part of the IPL acquisition, equity was reallocated between limited partners, the general partner, non-controlling interests - Redeemable Partnership Units held by Brookfield, non-controlling interests - Exchange LP units, non-controlling interests - BIPC exchangeable LP units, and non-controlling interests - BIPC exchangeable shares to reflect the difference between the ratio in which the unit/shareholders participated in the issuance and their original economic interest in the partnership. The resulting impacts were recognized as ownership changes within the Consolidated Statements of Partnership Capital. Amounts in accumulated other comprehensive income (loss) were also ratably allocated.

Operating Segment

Asset Type

Primary Location

Utilities

Regulated or contractual businesses
which earn a return on their asset base

• Regulated Transmission

• North & South America, Asia Pacific

• Commercial & Residential

Distribution

• North & South America, Europe, Asia

Pacific

Transport

Provide transportation for freight,
commodities and passengers

• Rail

• North & South America, Asia Pacific

• Toll Roads

• South America, Asia Pacific

• Diversified Terminals

• North America, Europe, Asia Pacific

Midstream

Systems that provide transmission, gathering, processing and storage services

• Midstream

• North America

Data

Provide critical infrastructure and services to global communication companies

• Data Transmission & Distribution

• Europe, Asia Pacific

• Data Storage

• North & South America, Asia Pacific

The following Management’s Discussion and Analysis (“MD&A”) is the responsibility of management of Brookfield Infrastructure Partners L.P. (our “partnership” collectively with its subsidiary and operating entities “Brookfield Infrastructure”). This MD&A is dated May 10, 2022 and has been approved by the Board of Directors of the general partner of our partnership for issuance as of that date. The Board of Directors carries out its responsibility for review of this document principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication, approves this document, pursuant to the authority delegated to it by the Board of Directors. The terms “Brookfield Infrastructure,” “we,” “us” and “our” refer to Brookfield Infrastructure Partners L.P., and our partnership’s direct and indirect subsidiaries and operating entities as a group. This MD&A should be read in conjunction with Brookfield Infrastructure Partners L.P.’s most recently issued annual and interim financial statements. Additional information, including Brookfield Infrastructure’s Form 20-F, is available on its website at www.bip.brookfield.com, on SEDAR’s website at www.sedar.com and on EDGAR’s website at www.sec.gov/edgar.shtml.

Our mission is to own and operate a globally diversified portfolio of high quality infrastructure assets that will generate sustainable and growing distributions over the long term for our unitholders. To accomplish this objective, we will seek to leverage our operating segments to acquire infrastructure assets and actively manage them to extract additional value following our initial investment. As the businesses mature and cash flows have been de-risked, we seek to recycle capital and re-invest in assets that are expected to generate higher returns. An integral part of our strategy is to participate along with institutional investors in Brookfield Asset Management Inc. (together with its affiliated entities other than us, “Brookfield”) sponsored infrastructure funds that target acquisitions that suit our profile. We focus on investments 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 flows from our operations plus growth through investments in upgrades and expansions of our asset base, as well as acquisitions. We determine our distributions to unitholders based primarily on an assessment of our operating performance. FFO is used to assess our operating performance and can be used on a per unit basis as a proxy for future distribution growth over the long term. In addition, we have performance measures that track the key value drivers for each of our operating segments. See the “Segmented Disclosures” section of this MD&A for more detail.

In light of the current prospects for our business, the board of directors of our General Partner approved a 6% increase in our quarterly distribution to $0.54 per unit (or $2.16 per unit annualized), starting with the distribution paid in March 2022, with a proportionate increase made by the board of directors of BIPC to holders of BIPC exchangeable shares. 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. Distributions have grown at a compound annual growth rate of 9% over the last 10 years. We target 5% to 9% annual distribution increase in light of the per unit growth we foresee in our operations.

Our unaudited interim condensed and consolidated financial statements are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”) and using the accounting policies Brookfield Infrastructure applied in its consolidated financial statements as of and for the year-ended December 31, 2021. Our unaudited interim condensed and consolidated financial statements include the accounts of Brookfield Infrastructure and the entities over which it has control. Brookfield Infrastructure accounts for investments over which it exercises significant influence or joint control, but does not control, using the equity method.

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

On March 31, 2020, our partnership completed the creation of BIPC with the special distribution. Each unitholder of record on March 20, 2020 received one BIPC exchangeable share for every nine units held. Holders of BIPC exchangeable shares have the right to exchange all or a portion of their shares for one unit per BIPC exchangeable share held or its cash equivalent on a fixed-for-fixed basis. BIPC or the partnership, as applicable, each have the ability to satisfy exchange requests by holders of BIPC exchangeable shares in units instead of cash. Additionally, the partnership has the ability to exchange all BIPC exchangeable shares for units at our election, on a fixed-for-fixed basis. As a result of the share characteristics, we present the BIPC exchangeable shares as a component of non-controlling interests.

When we discuss the results of our operating segments, we present Brookfield Infrastructure’s share of results for operations accounted for using consolidation and the equity method, in order to demonstrate the impact of key value drivers of each of these operating segments on our partnership’s overall performance. As a result, segment revenues, costs attributable to revenues, other income, interest expense, depreciation and amortization, deferred taxes, fair value adjustments and other items will differ from results presented in accordance with IFRS as they (1) include Brookfield Infrastructure’s share of earnings (losses) from investments in associates and joint ventures attributable to each of the above noted items, and (2) exclude the share of earnings 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.

Net income for the three-month period ended March 31, 2022 was $294 million, of which $70 million (a loss of $0.02 per unit) was attributable to our partnership. This compares to net income of $413 million in the prior year, of which $190 million ($0.27 per unit) was attributable to our partnership. Current year results benefited from the contribution associated with recent acquisitions and organic growth across our base business. These positive results were partially offset by unrealized foreign currency and commodity hedging which protect long-term value but are marked into net income on a quarterly basis. Prior year results included a gain related to the partial disposition of our U.S. pipeline and exceptional performance at our North American gas storage business.

Revenues for the three-month period ended March 31, 2022 were $3,411 million, which represents an increase of $728 million compared to the same period in 2021. Revenues from our utilities segment increased by $131 million as a result of inflation-indexation and additions to rate base, partially offset by the disposition of our North American district energy businesses in mid-2021. Revenues from our transport segment increased by $42 million due to higher tariffs and storage revenues, partially offset by the disposition of our Chilean toll road business in November 2021. Our midstream segment contributed additional revenues of $526 million predominantly as a result of the acquisition of Inter Pipeline. Prior year results also included outperformance at our North American gas storage business due to extreme weather experienced in the U.S. Revenues from our data segment increased by $66 million predominately as a result of organic growth at our Indian telecom tower operation. Foreign exchange decreased our U.S. dollar revenues by $37 million, as the quarterly average exchange rate of majority of the currencies in which we operate decreased relative to the prior year.

Our partnership’s share of earnings from investments in associates and joint ventures decreased by $13 million when compared to the three-month period ended March 31, 2021. Current year results benefited from strong operating performance, particularly at our U.S. LNG export terminal due to continued strength in LNG prices and the commissioning of a sixth liquefaction train. These increases were more than offset by the loss of earnings associated with the sale of a 25% interest in our U.S. gas pipeline in March 2021 and the acquisition of additional interest in three Brazilian electricity transmission businesses in the prior year, which resulted in a change in the basis of accounting from the equity method to consolidation. As a result, earnings generated by these businesses have been consolidated within our Consolidated Statements of Comprehensive Income.


US$ MILLIONS Summary Statements of Financial Position Key Metrics	As of
	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	1,969	$	1,406
Property, plant and equipment	38,652		38,655
Intangible assets	14,999		14,214
Total assets	76,709		73,961
Corporate borrowings	3,180		2,719
Non-recourse borrowings	27,583		26,534
Total liabilities	49,734		47,570
Limited Partners’ capital	5,741		5,702
General Partner capital	31		31
Non-controlling interest – Redeemable Partnership Units held by Brookfield	2,420		2,408
Non-controlling interest – BIPC exchangeable shares	1,381		1,369
Non-controlling interest – Exchangeable units(1)	81		85
Non-controlling interest – perpetual subordinated notes	293		—
Non-controlling interest – in operating subsidiaries	16,110		15,658
Preferred unitholders	918		1,138
Partnership capital attributable to the partnership(2)	9,654		9,595
Total partnership’s capital	26,975		26,391

The rapid spread of the COVID-19 virus, including subsequent mutations, and actions taken globally in response to COVID-19, have generally disrupted business activities in the jurisdictions in which we operate and elsewhere. Governments around the world implemented stringent measures to control the spread of the virus, including quarantines, social distancing protocols, "shelter in place" and "stay at home" orders, travel restrictions, business curtailments, school closures and other measures, that restricted economic and social activity. Governments and central banks around the world have also enacted fiscal and monetary stimulus measures to mitigate the economically harmful impact of these COVID-19 response measures. Our group’s business relies, to a certain extent, on free movement of goods, services, and capital around the world, all of which were restricted as a result of COVID-19. At the outset of the pandemic, we implemented a response plan designed to maintain our operations despite the outbreak of the virus, including extra safety precautions with respect to our personnel and contingency plans with respect to our facilities. Our partnership has assessed the impact of the economic environment on our asset valuations, including our property, plant and equipment, intangible assets, and investments in associates and joint ventures. In making these assessments, we have assumed that the sharp curtailment in economic activities, as a result of social distancing rules imposed by governments worldwide, will not materially persist in the long term. We believe our operations have demonstrated resilience to global economic disruptions since the outbreak. Furthermore, our assets are geographically dispersed, diversified across operating segments, and largely underpinned by regulated tariffs or highly contracted cash flows. Based on our partnership’s assessment, we believe our asset values remain largely unaffected by the global pandemic.


US$ MILLIONS, EXCEPT PER UNIT AMOUNTS	2022		2021								2020
Three-month period ended	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Revenues	$	3,411	$	3,252	$	2,939	$	2,663	$	2,683	$	2,534	$	2,209	$	1,946
Direct operating costs(1)	(2,506)		(2,375)		(2,132)		(1,925)		(1,815)		(1,875)		(1,596)		(1,438)
Earnings from investments in associates and joint ventures	54		(13)		24		10		67		55		17		11
Expenses
Interest	(409)		(383)		(368)		(362)		(355)		(372)		(278)		(247)
General and administrative	(121)		(113)		(102)		(96)		(95)		(93)		(86)		(72)
Valuation items
Fair value changes and other	3		175		290		1,302		62		379		(50)		(103)
Income tax expense	(138)		(79)		(115)		(286)		(134)		(54)		(68)		(63)
Net income	294		464		536		1,306		413		574		148		34
Net income attributable to others	288		414		311		1,114		324		392		174		101
Net income (loss) attributable to limited partners	6		50		225		192		89		89		(26)		(67)
Net (loss) income per limited partnership unit	$	(0.02)	$	0.14	$	0.72	$	0.61	$	0.27	$	0.27	$	(0.12)	$	(0.25)

To measure performance, we focus on net income, an IFRS measure, as well as certain non-IFRS measures, including but not limited to FFO, AFFO, Adjusted EBITDA and Invested Capital. We define FFO as net income excluding the impact of depreciation and amortization, deferred income taxes, mark-to-market on hedging items and other income (expenses) that are not related to the revenue earning activities and are not normal, recurring cash operating expenses necessary for business operations. FFO includes balances attributable to the partnership generated by investments in associates and joint ventures accounted for using the equity method and excludes amounts attributable to non-controlling interests based on the economic interests held by non-controlling interests in consolidated subsidiaries. We define AFFO as FFO less capital expenditures required to maintain the current performance of our operations (maintenance capital expenditures).

In addition to FFO and AFFO, we focus on Adjusted EBITDA, which we define as net income excluding the impact of interest expense, depreciation and amortization, income taxes, mark-to-market on hedging items and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating expenses necessary for business operations. Adjusted EBITDA includes balances attributable to the partnership generated by investments in associates and joint ventures accounted for using the equity method and excludes amounts attributable to non-controlling interests based on the economic ownership interests held by non-controlling interests in consolidated subsidiaries. We define Invested Capital as partnership capital removing the following items: non-controlling interest - in operating subsidiaries, retained earnings or deficit, accumulated other comprehensive income and ownership changes.

In this section, we review the results of our principal operating segments: utilities, transport, midstream, data and corporate. Key metrics and measures are presented in accordance with our partnership’s share of the underlying results, taking into account Brookfield Infrastructure’s ownership in operations accounted for using the consolidation and equity methods, whereby our partnership either controls or exercises significant influence or joint control over its investments. See the “Reconciliation of Non-IFRS Financial Measures” section of this MD&A for a discussion of the importance of our partnership’s presentation, the limitations associated with such information and a reconciliation of segment results to our partnership’s statement of operating results in accordance with IFRS.

Our utilities segment is comprised of businesses from which we earn a return on a regulated or notionally stipulated asset base, which we refer to as the rate base, or from revenues in accordance with long-term concession agreements, private bilateral contracts approved or ratified by the regulator, or price control frameworks. These include our regulated transmission (natural gas and electricity) and commercial and residential distribution (electricity and natural gas connections) operations. Our rate base increases with capital that we invest to upgrade and expand our systems. Depending on the jurisdiction, our rate base may also increase by inflation and maintenance capital expenditures and decrease by regulatory depreciation. The return that we earn is typically determined by a regulator for prescribed periods of time. Thereafter, it may be subject to customary reviews based upon established criteria. Our diversified portfolio of assets allows us to mitigate exposure to any single regulatory regime.

Our partnership earns a return on a regulated or notionally stipulated asset base, a metric which we refer to as rate base. Our rate base reflects the current amount, either as defined by the regulator or as implied by our contracted cash flows, on which we earn our return. Our rate base increases with capital that we invest to expand our systems and is indexed to local inflation. The return that we earn is typically determined by a regulator for prescribed periods of time or is derived based on the contracted cash flows we have secured. We believe that the rate base is useful for investors as it provides them with an understanding of the unlevered returns that our asset base can currently generate and enhances comparability across other utility investments as it assists in assessing the operating performance of our businesses by eliminating the effect of its current capital structure and tax profile.

For the three-month period ended March 31, 2022, our utilities segment generated FFO of $167 million, compared to $166 million for the same period in the prior year. Same-store growth of 8% was driven by higher than historical inflation indexation which benefits approximately 90% of FFO and approximately $450 million of capital commissioned into rate base over the last twelve months. Current quarter results benefited from a partial contribution of our Australian regulated utility acquired in February 2022, and the additional 10% interest acquired in our Brazilian regulated gas transmission operation in April 2021. Prior year results included our U.K. smart meter portfolio and North American district energy platform, which were divested in 2021.

Our transport segment is comprised of infrastructure assets that provide transportation, storage and handling services for merchandise goods, commodities and passengers, for which we are generally paid an access or transportation fee. Profitability is based on the volume and price achieved for the provision of access and associated services. This operating segment is comprised of businesses, such as our rail and toll road operations, which may be subject to price ceiling or other rate regulation focused on maintaining competition, as well as diversified terminal operations which are highly contracted and subject to the regulatory regimes applicable to the goods they handle. Transport businesses typically have high barriers to entry and, in many instances, have very few substitutes in their local markets. While these businesses have greater sensitivity to market prices and volume than our other operating segments, revenues are generally stable and, in many cases, are supported by contracts or customer relationships. The diversification within our transport segment mitigates the impact of fluctuations in demand from any particular sector, commodity or customer. Approximately 90% of our transport segment’s FFO is supported by contractual or regulated revenues.

Our midstream segment is comprised of systems that provide natural gas transmission, gathering and processing, and storage services. Profitability is based on the volume and price achieved for the provision of these services. This operating segment is comprised of businesses that are subject to regulation, such as some of our natural gas transmission pipelines whose services are subject to price ceilings. Midstream 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. Although these businesses have greater sensitivity to market prices and volume than our utilities segment, revenues are typically contracted with varying durations and are relatively stable.

As of March 31, 2022, total capital to be commissioned was $518 million compared to $494 million as of December 31, 2021. Capital to be commissioned increased compared to December 31, 2021 as additional capital project mandates more than offset capital commissioned during the period and the impact of foreign exchange. Capital to be commissioned includes approximately $165 million related to the build-out of additional contracted towers and new tenancies at our Indian telecom towers business, as well as approximately $170 million related to roll-out of our fiber-to-the-home program and additional points-of-presence at our French telecom business. Capital to be commissioned also includes approximately $145 million at our data storage operations to increase the capacity of our data storage network with the build-out of new sites or expansion of existing data centers.

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

As a result, segment revenues, costs attributable to revenues, general and administrative costs, interest expense, depreciation and amortization, deferred income taxes and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating expenses necessary for business operations are reconciling items that will differ from results presented in accordance with IFRS as these reconciling items include our partnership’s share of earnings from investments in associates attributable to each of the above-noted items, and exclude the share of earnings (losses) of consolidated investments not held by our partnership apportioned to each of the above-noted items.

We add 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 be sustained 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 the impact of mark-to-market on hedging items which indicate a point-in-time approximation of value on items we consider long-term. Finally, we add back other income (expenses) that are not related to the revenue earning activities and are not normal, recurring cash operating expenses necessary for business operations.

Invested Capital, which tracks the amount of capital that has been contributed to our partnership, is a measure we utilize to assess returns on capital deployed, relative to targeted returns. Investment decisions are based on, amongst other measures and factors, targeted returns on Invested Capital of 12% to 15% annually over the long term. We define Invested Capital as partnership capital removing the following items: non-controlling interest - in operating subsidiaries, retained earnings or deficit, accumulated other comprehensive income and ownership changes. We measure return on Invested Capital as AFFO, less estimated returns of capital on operations that are not perpetual in nature, divided by the weighted average Invested Capital for the period. Our partnership completes our estimate of returns of capital by reviewing the cash flow profile over the economic useful life of limited life businesses as underwritten, and estimating the percentage of cash flows generated in a given year. This percentage is then applied to our invested capital to determine how much capital we believe was returned in the current year.

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

For the three-month period ended March 31, 2022, the difference between net income and FFO is predominantly due to depreciation and amortization, FFO contribution from investments in associates and joint ventures, and FFO attributable to non-controlling interests. Depreciation and amortization increased from the prior year due to incremental charges from recently completed acquisitions, higher asset values following our annual revaluation process and capital expenditures made during the year. FFO attributable to non-controlling interests decreased from the prior year as contributions from acquisitions and organic growth were partially offset by dispositions. In addition, prior year results benefited from exceptional performance our North American gas storage business due to extreme weather dynamics in the U.S. FFO contribution from investments in associates and joint ventures increased from the prior year as a result of the acquisition of our U.S. LNG export facility and the partial disposition of our Australian export terminal which resulted in a change in the basis of presentation from consolidation to the equity method.

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

For the three-month period ended March 31, 2022, the difference between net income and Adjusted EBITDA is predominantly due to depreciation and amortization, interest expense, Adjusted EBITDA contributions from investments in associates and joint ventures, and Adjusted EBITDA attributable to non-controlling interests. Depreciation and amortization increased from prior year due to incremental charges from recently completed acquisitions, higher asset values following our annual revaluation process and capital expenditures made during the year. Interest expense increased from the prior year due to additional borrowings associated with businesses acquired during the year. Adjusted EBITDA contributions from investments in associates and joint ventures increased from the prior year as a result of the acquisition of our Australian regulated utility and strong performance at our U.S. LNG export terminal from continued strength in LNG prices and capital commissioned. Adjusted EBITDA attributable to non-controlling interests increased from the prior year predominantly due to acquisitions completed during the past year and organic growth.

Adjusted EBITDA for each of our operating segments is presented based on our partnership’s share of results in operations accounted for using consolidation and the equity method whereby we either control or exercise significant influence over the investment respectively, in order to demonstrate the impact of key value drivers of each of these operating segments on our overall performance. As a result, interest, depreciation and amortization, income taxes, the impact of mark-to-mark on hedging items and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating expenses necessary for business operations are reconciling items that will differ from results presented in accordance with IFRS as these reconciling items include our partnership’s share of earnings from investments in associates and joint ventures attributable to each of the above-noted items, and exclude the share of earnings (loss) of consolidated investments not held by the partnership apportioned to each of the above-noted items.


FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2022 US$ MILLIONS	Utilities		Transport		Midstream		Data		Corporate		Total

Consolidated segment net income	$	307	$	74	$	82	$	(9)	$	(160)	$	294

Add back or deduct the following:
Depreciation and amortization	137		144		152		111		—		544
Interest expense	130		77		69		108		25		409
Share of (earnings) losses from investments in associates and joint ventures(1)	(6)		(22)		(19)		(8)		1		(54)
Adjusted EBITDA contributions from investments in associates and joint ventures(1)	24		155		61		46		—		286
Income tax expense	135		(8)		4		4		3		138
Mark-to-market on derivative contracts	(10)		(7)		32		2		15		32
Other (income) expenses	(80)		36		16		(2)		(5)		(35)
Adjusted EBITDA attributable to non-controlling interests(1)	(383)		(194)		(163)		(169)		—		(909)
Adjusted EBITDA	$	254	$	255	$	234	$	83	$	(121)	$	705


FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2021 US$ MILLIONS	Utilities		Transport		Midstream		Data		Corporate		Total

Consolidated segment net income	$	199	$	56	$	218	$	28	$	(88)	$	413

Add back or deduct the following:
Depreciation and amortization	161		158		43		107		—		469
Interest expense	86		92		35		115		27		355
Share of (earnings) losses from investments in associates and joint ventures	(32)		(5)		(30)		(2)		2		(67)
Adjusted EBITDA contributions from investments in associates and joint ventures	17		121		73		44		—		255
Income tax expense	81		16		23		1		13		134
Mark-to-market on derivative contracts	(1)		(16)		(8)		1		(11)		(35)
Other expenses (income)	41		18		13		(61)		(38)		(27)
Adjusted EBITDA attributable to non-controlling interests(1)	(329)		(207)		(182)		(151)		—		(869)
Adjusted EBITDA	$	223	$	233	$	185	$	82	$	(95)	$	628

The nature of our asset base and the quality of our associated cash flows enable us to maintain a stable and low-cost capital structure. We attempt to maintain sufficient financial liquidity at all times so that we are able to participate in attractive opportunities as they arise, better withstand sudden adverse changes in economic circumstances and maintain our distribution to unitholders. Our principal sources of liquidity are cash flows from our operations, undrawn credit facilities and access to public and private capital markets. We also structure the ownership of our assets to enhance our ability to monetize them to provide additional liquidity, if necessary. In certain instances, subsidiaries may be subject to limitations on their ability to declare and pay dividends to our partnership. However, no significant limitations existed at March 31, 2022 and December 31, 2021.


US$ MILLIONS	Average Term (years)	2022			2023			2024			2025			2026			Beyond			Total
Recourse borrowings
Corporate borrowings(1)	12	$	—		$	—		$	560		$	—		$	—		$	1,769		$	2,329
Total recourse borrowings	12	—			—			560			—			—			1,769			2,329
Non-recourse borrowings(2)
Utilities
Commercial & Residential Distribution	11	61			309			90			264			187			1,732			2,643
Regulated Transmission	8	91			393			398			73			119			1,099			2,173
	10	152			702			488			337			306			2,831			4,816

Transport
Rail	4	22			200			368			175			411			260			1,436
Toll Roads	8	65			125			142			138			132			631			1,233
Diversified Terminals	6	35			218			293			482			148			1,677			2,853
	6	122			543			803			795			691			2,568			5,522

Midstream(3)	6	424			330			919			1,007			458			2,415			5,553

Data
Data Transmission & Distribution	6	60			83			190			174			255			636			1,398
Data Storage	4	1			15			17			166			101			—			300
	6	61			98			207			340			356			636			1,698

Total non-recourse borrowings(2),(4)	7	759			1,673			2,417			2,479			1,811			8,450			17,589
Total borrowings(5)	8	$	759		$	1,673		$	2,977		$	2,479		$	1,811		$	10,219		$	19,918














Percentage of total borrowings		4		%	8		%	15		%	12		%	9		%	52		%	100		%

Debt attributable to the partnership and net debt are presented to assist investors in understanding the capital structure of our underlying investments that are consolidated in our financial statements but are not wholly-owned. When used in conjunction with Adjusted EBITDA, both metrics are expected to provide useful information as to how the partnership has financed its businesses at the asset-level and provides a view into our return on capital that we invest at a given degree of leverage. Further, the partnership participates in arrangements such as joint ventures or consortiums which provide it with access to partners with local strategic expertise and substantial amounts of capital. When investing in such arrangements, which are not consolidated for financial statement purposes, the partnership nevertheless maintains joint control or significant influence over the business, and is therefore, not a passive investor. We structure governance arrangements to require each of our businesses to distribute all available cash (which is generally defined as cash on hand less any amounts reserved for committed growth projects as approved by the investment’s Board of Directors), ensuring that any decision to not distribute all available cash flow requires our express consent. Consequently, the partnership has access to operating cash flows generated by all of our businesses, including joint ventures and any other non-consolidated investments.

The information below is being provided pursuant to Rule 13-01 of Regulation S-X. Our partnership may fully and unconditionally guarantee, and one or more of Holding LP, BIP Bermuda Holdings I Limited (“Bermuda Holdco”), Brookfield Infrastructure Finance ULC (“Alberta Finco”), Brookfield Infrastructure Holdings (Canada) Inc. (“Can Holdco”), Brookfield Infrastructure US Holdings I Corporation (“US Holdco”) and BIPC Holdings Inc. (“BIPC Holdings”, and together with our partnership, Holding LP, Alberta Finco (in the case of debt securities issued by Bermuda Holdco) and Bermuda Holdco (in the case of debt securities issued by Alberta Finco), Can Holdco, and US Holdco, the “Guarantors”) may also guarantee the payment of principal, premium (if any), interest and certain other senior or subordinated debt securities issued by Alberta Finco and Bermuda Holdco, as applicable.

Alberta Finco is an indirect wholly-owned subsidiary of our partnership incorporated under the Business Corporations Act (Alberta) on May 22, 2012. In May 2021, Alberta Finco issued $250 million of Subordinated Notes due 2081 at a fixed rate of 5.000% per annum (the “Alberta Finco Notes”), which will mature on May 24, 2081. The Alberta Finco Notes were issued pursuant to the first supplemental indenture, dated as of May 24, 2021, to the indenture, as of May 24, 2021 by and among Alberta Finco, our partnership, the other Guarantors (other than Alberta Finco) and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as trustees (as supplemented by the first supplemental indenture, the “Alberta Finco Indenture”). The Alberta Finco Notes permit the deferral of interest at the discretion of Alberta Finco; however, if Alberta Finco has deferred interest then under the terms of the Alberta Finco Indenture, our partnership is restricted on paying distributions on or redeeming, purchasing or otherwise retiring any of our units or preferred units, and from paying interest on certain indebtedness. The Alberta Finco Notes are redeemable at Alberta Finco’s option on or after May 24, 2026. The Alberta Finco Notes are also redeemable in connection with certain ratings and tax events. A portion of the proceeds of the Alberta Finco Notes was used to redeem our Series 5 Preferred Units on September 30, 2021, and the remainder for general corporate purposes. The Alberta Finco Notes are fully and unconditionally guaranteed by our partnership and are also guaranteed by the other Guarantors (other than Alberta Finco). The Alberta Finco Notes, including any accrued and unpaid interest thereon, will be exchanged automatically, without the consent or action of the holders thereof, into Class A Preferred Units, Series 15, upon the occurrence of certain bankruptcy-related events.

Bermuda Holdco is an indirect wholly-owned subsidiary of our partnership incorporated under the Companies Act 1981 of Bermuda on November 9, 2007. In January 2022, Bermuda Holdco issued $300 million of Perpetual Subordinated Notes at a fixed rate of 5.125% per annum (the “Bermuda Holdco Notes”). The Bermuda Holdco Notes were issued pursuant to the first supplemental indenture, dated as of January 21, 2022, to the indenture, as of January 21, 2022, by and among Bermuda Holdco, our partnership, the other Guarantors (other than Bermuda Holdco) and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as trustees (as supplemented by the first supplemental indenture, the “Bermuda Holdco Indenture”). The Bermuda Holdco Notes permit the deferral of interest at the discretion of Bermuda Holdco; however, if Bermuda Holdco has deferred interest then under the terms of the Bermuda Holdco Indenture, then (i) any such deferred interest shall become due and payable on the date Bermuda Holdco declares any distributions on any of Bermuda Holdco’s common shares or preferred shares and (ii) our partnership is restricted on paying distributions on or redeeming, purchasing or otherwise retiring any of our units or preferred units, and from paying interest on certain indebtedness. The Bermuda Holdco Notes are redeemable at Bermuda Holdco’s option on or after January 21, 2027. The Bermuda Holdco Notes are also redeemable in connection with certain ratings and tax events. A portion of the proceeds of the Bermuda Holdco Notes will be used to redeem our Series 7 Preferred Units on March 31, 2022, and any remainder for working capital purposes. The Bermuda Holdco Notes are fully and unconditionally guaranteed by our partnership and are also guaranteed by the other Guarantors (other than Bermuda Holdco).

Invested Capital, which tracks the amount of capital that has been contributed to our partnership, is a measure we utilize to assess returns on capital deployed, relative to targeted returns. Investment decisions are based on, amongst other measures and factors, targeted returns on Invested Capital of 12% to 15% annually over the long term. We measure return on Invested Capital as AFFO, less estimated returns of capital on operations that are not perpetual in nature, divided by the weighted average Invested Capital for the period. Our partnership completes our estimate of returns of capital by reviewing the cash flow profile over the economic useful life of limited life businesses as underwritten, and estimating the percentage of cash flows generated in a given year. This percentage is then applied to our invested capital to determine how much capital we believe was returned in the current year.

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

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

Maintenance capital expenditures for the three-month period ended March 31, 2022 were $69 million, a $17 million increase from the same period in 2021. Maintenance capital expenditures increased at our transport segment due to periodic maintenance projects at our Indian toll roads and increased at our midstream segment from the acquisition of Inter Pipeline in the second half of 2021. We estimate annual maintenance capital expenditures to be $40-50 million, $150-160 million, $150-160 million, and $35-45 million for our utilities, transport, midstream, and data segments, respectively, for a total range between $375-415 million. As at March 31, 2022, our maintenance capital expenditures were below our estimated range primarily due to the timing of seasonal maintenance spend in our midstream segment. Our partnership leverages industry data and benchmarks provided by a global engineering services firm to determine the appropriate maintenance capital ranges as disclosed above.

i)The partnership has elected to revalue property, plant and equipment (“PP&E”) annually under IFRS. Each year we assess the fair value of our PP&E by reviewing the discounted cash flows that we expect to receive from the underlying business. The revaluation gains we have recorded reflect our ability to increase the cash flows generated from these businesses, the reinvestment of cash flows into both maintenance capital and accretive organic growth projects, and the increasing institutional demand for de-risked mature investments in the current low interest rate environment. While revaluation gains correspond to increasing values for our shareholders, they also lead to higher depreciation expense as we amortize a higher asset valuation over the same useful life estimate. However, this increase in reported depreciation often does not correspond to an increase in the cost to maintain the physical asset base. We estimate that revaluation gains alone result in an increase in our reported depreciation by almost 20% over the last three years.

ii)Due to the nature of our investments, historically, a significant portion of purchase price allocations was ascribed to PP&E. This allocation has a similar effect to the revaluation approach in that it increases depreciation expense during our ownership period. A recent example of this would be our acquisition of the leading independent telecom tower operator in France. The business generates stable, inflation-linked cash flows underpinned by long-term contracts with its customers. For the purposes of the purchase price allocation, we used an internal discounted cash flow model to allocate the consideration paid to PP&E (the physical towers) and intangible assets (the long-term customer relationships with our tenants). This business had limited goodwill ascribed to it and therefore resulted in a carrying value of PP&E far in excess of the seller’s previously depreciated cost base. As a result, the annual depreciation expense that we recognize is significantly higher than would have been recognized by the seller. Similar to the first point, the cash flow expected to be generated from the investment results in a premium to the physical replacement cost which further expands the disconnect between accounting depreciation and the true cost to maintain these assets. Today, we estimate that almost 30% of our proportionate depreciation and amortization expense is the result of the method of allocating the initial purchase price allocation primarily to depreciable asset classes.

Some of our utility and transport investments are owned and operated under concessions which can further cause depreciation and amortization to exceed maintenance requirements. Essential infrastructure assets are often owned through arrangements which grant the concessionaire the right to operate the investment for a specified period of time. This is common in certain asset classes, such as toll roads, where the assets revert to the regulator at the end of the specified time period. Our partnership’s largest concession-based investments are in our toll road businesses. These concessions are for a subset of the asset’s useful life, and therefore annual maintenance capital during a concession term may be less than required over its full useful life (for example, toll roads in North and South America could last up to 100 years, however concession periods can range between 20-40 years).

Although helpful in the context of understanding the operating performance of our business, we believe reducing our operating cash flows by return of capital to develop an alternative estimate of the long-term cash flow generating abilities of our partnership is not appropriate. Such an estimate would not take into account changes in the value of the business as a result of our strategic initiatives. When acquiring these concession rights, we focus on surrounding these assets with an experienced management team and a platform for growth. As concession agreements are transferable, we plan on monetizing these investments as part of our broader capital recycling initiatives, as we recently did at our Chilean toll road operation. We acquired this concession-based business for $340 million during 2011 and 2012. Through the reinvestment of cash flows, a stable capital structure and building a strong management team, we were able to sell this business for net-to-BIP after-tax proceeds of approximately $700 million across three individual transactions, while having eight fewer years remaining on the concession. The asset sale resulted in an IRR of 16%. Although we attribute a portion of cash flows as return of capital, the value of our assets under finite life concession arrangements does not necessarily decrease over time in part because with strong teams running the business, and overall GDP growth requiring more infrastructure, the potential to secure further assets or expand existing assets is valuable. In the case of our Chilean toll road business, we realized proceeds well in excess of the capital we invested.

Cash from financing activities totaled $0.8 billion for the three-month period ended March 31, 2022, $1.3 billion more than the same period in 2021. Current quarter results included net proceeds from borrowings of $1.1 billion, deposit from Brookfield of $0.2 billion, and net capital provided by non-controlling interests of $0.1 billion. These increases were partially offset by distribution to unitholders of 0.4 billion and payment of $0.2 billion to redeem our series 7 preferred units. The prior period included net repayments of $0.6 billion on our borrowings, distributions paid to unitholders of $0.3 billion, net capital provided to non-controlling interests of $0.1 billion, and lease liabilities repaid of $0.1 billion. These outflows were partially offset by a $0.4 billion deposit received from our parent and $0.2 billion of proceeds from the issuance of preferred shares.

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.

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

Factors that could cause actual results to differ materially from those contemplated or implied by the forward-looking statements contained herein include general economic conditions in the jurisdictions in which we operate and elsewhere which may impact the markets for our products or services, the ability to achieve growth within Brookfield Infrastructure’s businesses, our ability to achieve the milestones necessary to deliver the targeted returns to our unitholders, which is uncertain, some of which depends on access to capital and continuing favourable commodity prices, the impact of market conditions on our businesses, including as a result of the COVID-19 outbreak, the fact that success of Brookfield Infrastructure is dependent on market demand for an infrastructure company, which is unknown, the availability of equity and debt financing for Brookfield Infrastructure, the ability to effectively complete new acquisitions in the competitive infrastructure space (including the potential acquisitions referred to in this letter to unitholders, some of which remain subject to the satisfaction of conditions precedent, and the inability to reach final agreement with counterparties to transactions referred to herein as being currently pursued, given that there can be no assurance that any such transaction will be agreed to or completed) and to integrate acquisitions into existing operations, changes in technology which have the potential to disrupt the businesses and industries in which we invest, the market conditions of key commodities, the price, supply or demand for which can have a significant impact upon the financial and operating performance of our business, regulatory decisions affecting our regulated businesses, our ability to secure favourable contracts, weather events affecting our business, traffic volumes on our toll road businesses, pandemics or epidemics, and other risks and factors described in the documents filed by us with the securities regulators in Canada and the United States, including under “Risk Factors” in our most recent Annual Report on Form 20-F and other risks and factors that are described therein. In addition, our future results may be impacted by risks associated with COVID-19, and the related global reduction in commerce and travel and substantial volatility in stock markets worldwide, which may result in a decrease of cash flows and impairment losses and/or revaluations on our investments and infrastructure assets, and we may be unable to achieve our expected returns.


Exhibit			Title

99.1			Brookfield Infrastructure Partners L.P.’s interim report for the quarter ended March 31, 2022
99.2			Certification of Samuel Pollock, Chief Executive Officer, Brookfield Infrastructure Group L.P., pursuant to Canadian law
99.3			Certification of David Krant, Chief Financial Officer, Brookfield Infrastructure Group L.P., pursuant to Canadian law


INDEX
			Page
Unaudited Interim Condensed and Consolidated Statements of Financial Position of Brookfield Infrastructure Partners L.P.			2
Unaudited Interim Condensed and Consolidated Statements of Operating Results of Brookfield Infrastructure Partners L.P.			3
Unaudited Interim Condensed and Consolidated Statements of Comprehensive Income of Brookfield Infrastructure Partners L.P.			4
Unaudited Interim Condensed and Consolidated Statements of Partnership Capital of Brookfield Infrastructure Partners L.P.			5
Unaudited Interim Condensed and Consolidated Statements of Cash Flows of Brookfield Infrastructure Partners L.P.			7
Notes to the Unaudited Interim Condensed and Consolidated Financial Statements of Brookfield Infrastructure Partners L.P.			8
Management’s Discussion & Analysis			38


	Total Attributable to Brookfield Infrastructure
AS OF MARCH 31, 2022 US$ MILLIONS	Utilities		Transport		Midstream		Data		Corporate		Total		Contribution from investments in associates		Attributable to non- controlling interest		Working capital adjustment and other		As per IFRS financials(1)
Total assets	$	7,462	$	9,184	$	10,441	$	3,464	$	(1,642)	$	28,909	$	(5,814)	$	43,995	$	9,619	$	76,709


	Total Attributable to Brookfield Infrastructure
AS OF DECEMBER 31, 2021 US$ MILLIONS	Utilities		Transport		Midstream		Data		Corporate		Total		Contribution from investments in associates		Attributable to non- controlling interest		Working capital adjustment and other		As per IFRS financials(1)
Total assets	$	6,184	$	8,601	$	10,378	$	3,405	$	(1,471)	$	27,097	$	(4,825)	$	42,415	$	9,274	$	73,961


US$ MILLIONS
Cash and cash equivalents	$	121
Accounts receivable and other	440
Property, plant and equipment	9,865
Intangible assets	2,569
Goodwill	2,096
Accounts payable and other liabilities	(700)
Lease liabilities	(226)
Non-recourse borrowings	(6,185)
IPL shares held by public shareholders(2)	(2,086)
Deferred income tax liabilities	(1,229)
Net assets acquired before non-controlling interest	4,665
Non-controlling interest(3)	(1,899)
Net assets acquired	$	2,766


US$ MILLIONS
Cash	$	7
Equity consideration(1)	13
Contingent consideration	8
Total consideration	$	28


US$ MILLIONS
Cash	$	56
Pre-existing interest in the businesses	92
Total consideration	$	148


US$ MILLIONS
Cash	$	79
Deferred consideration	3
Contingent consideration	2
Total consideration	$	84


US$ MILLIONS	Fair value hierarchy	March 31, 2022		December 31, 2021
Marketable securities	Level 1(1)	$	143	$	179
Foreign currency forward contracts	Level 2(2)
Financial asset		$	84	$	104
Financial liability		163		98
Interest rate swaps & other	Level 2(2)
Financial asset		$	886	$	882
Financial liability		167		307
Other contracts	Level 3(3)
Financial asset		$	56	$	6
Financial liability		145		96


US$ MILLIONS	For the three-month period ended March 31, 2022		For the 12 month period ended December 31, 2021
Cost at beginning of the period	$	15,785	$	13,233
Additions through business combinations(1)	72		3,734
Additions, net of disposals	17		67
Assets held by subsidiaries disposed during the period(2)	—		(957)

Non-cash additions(3)	48		271
Foreign currency translation	913		(563)
Ending Balance	$	16,835	$	15,785


	Maturity(2)	Annual Rate(2)	Currency	As of
				March 31, 2022		December 31, 2021
Corporate revolving credit facility	June 29, 2026	LIBOR plus 1.2%	US$	$	479	$	—
Corporate revolving credit facility	April 14, 2022	LIBOR plus 2.1%	US$	—		—
Commercial paper	April 20, 2022	1.1%	US$	391		431

Non-current:
Medium-term notes(1):
Public - Canadian	February 22, 2024	3.3%	C$	240		237
Public - Canadian	February 22, 2024	3.3%	C$	320		317
Public - Canadian	September 11, 2028	4.2%	C$	559		554
Public - Canadian	October 9, 2029	3.4%	C$	560		554
Public - Canadian	September 1, 2032	2.9%	C$	400		396
Subordinated notes(1):
Public - United States	May 24, 2081	5.0%	US$	250		250
				3,199		2,739
Deferred financing costs and other				(19)		(20)
Total				$	3,180	$	2,719


	Special General Partner Units		Limited Partnership Units		Total
UNITS MILLIONS	As of and for the three-month period ended March 31, 2022	As of and for the 12 month period ended Dec. 31, 2021	As of and for the three-month period ended March 31, 2022	As of and for the 12 month period ended Dec. 31, 2021	As of and for the three-month period ended March 31, 2022	As of and for the 12 month period ended Dec. 31, 2021
Opening balance	1.6	1.6	305.3	295.4	306.9	297.0
Issued for cash	—	—	0.1	9.7	0.1	9.7
Conversion from Exchange LP Units	—	—	—	0.1	—	0.1
Conversion from BIPC exchangeable shares	—	—	—	0.1	—	0.1

Ending balance	1.6	1.6	305.4	305.3	307.0	306.9


	Special General Partner				Limited Partners				Total
US$ MILLIONS	As of and for the three-month period ended March 31, 2022		As of and for the 12 month period ended Dec. 31, 2021		As of and for the three-month period ended March 31, 2022		As of and for the 12 month period ended Dec. 31, 2021		As of and for the three-month period ended March 31, 2022		As of and for the 12 month period ended Dec. 31, 2021
Opening balance	$	19	$	19	$	6,074	$	5,526	$	6,093	$	5,545
Unit issuance	—		—		4		545		4		545
Conversion from Exchange LP Units	—		—		1		2		1		2
Conversion from BIPC exchangeable shares	—		—		1		1		1		1

Ending balance	$	19	$	19	$	6,080	$	6,074	$	6,099	$	6,093


	Non-controlling interest – BIPC exchangeable shares
SHARES MILLIONS	As of and for the three-month period ended March 31, 2022	As of and for the 12 month period ended Dec. 31, 2021
Opening balance	73.3	44.9
Unit issuance	—	2.1
Issued in conjunction with the acquisition of Inter Pipeline	—	26.0

Conversion to units	—	(0.1)
Conversion from BIPC Exchangeable LP Units	0.2	0.4
Ending balance	73.5	73.3


	Preferred Units
UNITS MILLIONS	As of and for the three-month period ended March 31, 2022	As of and for the 12 month period ended Dec. 31, 2021
Opening balance	55.9	57.9
Issued for cash	—	8.0
Repurchased and cancelled	(12.0)	(10.0)
Ending balance	43.9	55.9


US$ MILLIONS	Revaluation surplus		Foreign currency translation		Net investment hedges		Cash flow hedges		Marketable securities		Unrealized actuarial losses		Equity accounted investments		Accumulated other comprehensive income
Balance at January 1, 2022	$	673	$	(1,463)	$	27	$	56	$	125	$	(10)	$	915	$	323
Other comprehensive income (loss)	7		191		8		25		—		1		(15)		217


Balance at March 31, 2022	$	680	$	(1,272)	$	35	$	81	$	125	$	(9)	$	900	$	540


US$ MILLIONS	Revaluation surplus		Foreign currency translation & other		Net investment hedges		Cash flow hedges		Marketable securities		Unrealized actuarial losses		Equity accounted investments		Accumulated other comprehensive income
Balance at January 1, 2022	$	161	$	(351)	$	7	$	13	$	30	$	(2)	$	219	$	77
Other comprehensive income (loss)	2		46		2		6		—		—		(4)		52


Balance at March 31, 2022	$	163	$	(305)	$	9	$	19	$	30	$	(2)	$	215	$	129


	For the three-month period ended March 31
US$ MILLIONS, EXCEPT PER UNIT INFORMATION	2022		2021
Summary Statements of Operating Results
Revenues	$	3,411	$	2,683
Direct operating costs(1)	(2,506)		(1,815)
General and administrative expenses	(121)		(95)
Interest expense	(409)		(355)
Share of earnings from investments in associates and joint ventures	54		67
Mark-to-market on hedging items	(32)		35
Other income	35		27

Income tax expense	(138)		(134)
Net income	294		413
Net income attributable to our partnership(2)	70		190
Net (loss) income per limited partnership unit	$	(0.02)	$	0.27


	Period End Rate				Average Rate
	As of				For the three-month period ended March 31
	March 31, 2022	December 31, 2021	Change		2022	2021	Change
Australian dollar	0.7482	0.7262	3	%	0.7245	0.7727	(6)	%
Brazilian real	0.2111	0.1792	18	%	0.1912	0.1824	5	%
British pound	1.3138	1.3532	(3)	%	1.3410	1.3792	(3)	%
Canadian dollar	0.7995	0.7913	1	%	0.7896	0.7899	—	%
Indian rupee	0.0132	0.0134	(1)	%	0.0133	0.0137	(3)	%


US$ MILLIONS, EXCEPT PER UNIT INFORMATION	For the three-month period ended March 31
Key Metrics	2022			2021
Net income attributable to partnership(1)	$	70		$	190
Net (loss) income per limited partnership unit(2)	(0.02)			0.27
Funds from Operations (FFO)(3)	493			431
Per unit FFO(4)	0.96			0.93
Adjusted Funds from Operations (AFFO)(3)	424			379
Return on invested capital(5)	12		%	15		%
Adjusted EBITDA(3)	705			628
Distributions per unit(6)	0.540			0.510
FFO payout ratio(7)	72		%	70		%
AFFO payout ratio(8)	84		%	80		%


	Adjusted EBITDA(1)					FFO
	For the three-month period ended March 31				For the three-month period ended March 31
US$ MILLIONS	2022		2021			2022		2021
Commercial & Residential Distribution	$	113	$	126		$	88	$	97
Regulated Transmission	141		97			79		69
Total	$	254	$	223		$	167	$	166


US$ MILLIONS	For the three-month period ended March 31, 2022		For the 12 month period ended December 31, 2021
Rate base, start of period	$	5,818	$	5,199
Acquisitions	682		131

Capital expenditures commissioned	129		433
Inflation indexation	159		250
Regulatory depreciation	(23)		(68)
Foreign exchange and other	187		(127)
Rate base, end of period	$	6,952	$	5,818


	For the three-month period ended March 31
US$ MILLIONS, EXCEPT PER UNIT AMOUNTS(1)	2022		2021
Net (loss) income per limited partnership unit(1)	$	(0.02)	$	0.27
Add back or deduct the following:
Depreciation and amortization expense	0.63		0.60
Deferred income taxes	0.02		0.06
Mark-to-market on hedging items	0.07		(0.04)

Valuation losses and other(2)	0.26		0.04
Per unit FFO(3)	$	0.96	$	0.93


	As of
US$ MILLIONS	Adjusted(1)		March 31, 2022		December 31, 2021
Corporate cash and financial assets	$	498	$	498	$	683
Committed corporate credit facility(2)	1,975		2,975		2,975
Subordinate corporate credit facility	1,000		500		500
Draws under corporate credit facility(2)	(224)		(479)		—
Commitments under corporate credit facility	(12)		(12)		(12)
Commercial paper(2)	(391)		(391)		(431)

Partnership’s share of cash retained in businesses	1,016		1,016		729
Partnership’s share of availability under subsidiary credit facilities	1,022		1,022		936
Group-wide liquidity	$	4,884	$	5,129	$	5,380


		For the one-year period ended March 31
US$ MILLIONS	Average Term (years)	2023		2024		2025		2026		2027		Beyond		Total
Corporate borrowings(1)	12	$	—	$	560	$	—	$	—	$	—	$	1,769	$	2,329
Non-recourse borrowings	7	2,967		3,286		3,618		2,922		4,240		10,575		27,608


	Statement of Operating Results
For the three-month period ended March 31, 2022 US$ MILLIONS	Finco and Guarantors total		Revenues from (expenses paid to) non-Guarantor subsidiaries		Revenues from (expenses paid to) other related parties		Revenues from (expenses paid to) other
Revenues(1)	$	—	$	—	$	—	$	—
Gross profit	—		—		—		—
Other income(2)	3,625		3,624		—		1
Net income	3,476		3,592		(90)		(27)

For the twelve-month period ended December 31, 2021
Revenues(1)	$	—	$	—	$	—	$	—
Gross profit	—		—		—		—
Other income(2)	1,971		1,969		—		2
Net income	1,392		1,812		(303)		(117)


	Statement of Financial Position
As of March 31, 2022 US$ MILLIONS	Finco and Guarantors total		Amounts due from/payable to non-Guarantor subsidiaries		Amounts due from/payable to other related parties		Amounts due from/payable to other
Current assets	$	612	$	535	$	—	$	77
Total assets(1)	1,533		1,454		—		79
Current liabilities	4,111		3,188		116		807
Total liabilities	6,801		3,544		136		3,121

As of December 31, 2021
Current assets	$	524	$	470	$	—	$	54
Total assets(1)	1,438		1,383		—		55
Current liabilities	3,806		3,247		108		451
Total liabilities	9,568		6,694		128		2,746


	Payments due by period
US$ MILLIONS	Less than 1 year		1-2 years		3-5 years		5+ years		Total contractual cash flows
Accounts payable and other liabilities	$	3,141	$	44	$	48	$	321	$	3,554
Corporate borrowings(1)	391		560		479		1,769		3,199
Non-recourse borrowings	2,967		3,286		10,780		10,574		27,607
Financial liabilities	1,547		141		43		1,615		3,346
Lease liabilities	467		430		1,176		2,821		4,894
Interest expense:
Corporate borrowings(2)	88		86		206		822		1,202
Non-recourse borrowings	883		951		2,113		2,901		6,848


	Foreign Currency Hedges
US$ MILLIONS	USD(1)		AUD			NZD			GBP			BRL			CAD(2)			EUR			PEN			INR			Other
Gross Equity Investments – US$	$	3,037	$	1,959		$	155		$	1,592		$	1,911		$	3,044		$	737		$	121		$	586		$	92
Corporate Items – US$(3)	(2,297)		—			—			—			—			—			—			—			—			—
Equity Investment – US$	740		1,959			155			1,592			1,911			3,044			737			121			586			92
FX contracts – US$	6,543		(1,552)			(155)			(1,332)			(217)			(2,308)			(737)			(10)			(187)			(45)
Net unhedged	$	7,283	$	407		$	—		$	260		$	1,694		$	736		$	—		$	111		$	399		$	47
% of equity investment hedged	N/A		79		%	100		%	84		%	11		%	76		%	100		%	8		%	32		%	49		%


					Actual Capex
	Annual Ongoing Estimated Maintenance Capex				For the three-month period ended March 31
US$ MILLIONS	Low		High		2022		2021
Maintenance capital expenditures by segment
Utilities	$	40	$	50	$	9	$	5
Transport	150		160		37		29
Midstream	150		160		14		8
Data	35		45		9		10
	$	375	$	415	$	69	$	52