Document


		As of
US$ MILLIONS, UNAUDITED	Notes	March 31, 2023		December 31, 2022
Assets
Cash and cash equivalents	7	$	1,515	$	1,279
Financial assets	7	1,103		1,392
Accounts receivable and other	7	3,506		2,628
Inventory		500		531
Assets classified as held for sale	4	913		856
Current assets		7,537		6,686
Property, plant and equipment	8	37,597		37,291
Intangible assets	9	15,459		11,822
Investments in associates and joint ventures	10	5,824		5,325
Investment properties		727		700
Goodwill	6	11,670		8,789
Financial assets	7	610		721
Other assets		2,372		1,524
Deferred income tax asset		129		111
Total assets		$	81,925	$	72,969

Liabilities and Partnership Capital
Liabilities
Accounts payable and other	7	$	5,114	$	4,478
Corporate borrowings	7,11	1,235		464
Non-recourse borrowings	7,11	3,570		2,567
Financial liabilities	7	362		390
Liabilities directly associated with assets classified as held for sale	4	490		478
Current liabilities		10,771		8,377
Corporate borrowings	7,11	3,336		3,202
Non-recourse borrowings	7,11	26,676		24,000
Financial liabilities	7	1,725		1,677
Other liabilities		4,285		4,164
Deferred income tax liability		6,800		5,975
Preferred shares	7	20		20
Total liabilities		53,613		47,415

Partnership capital
Limited partners	16	5,112		5,372
General partner	16	25		27
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield	16	2,149		2,263
BIPC exchangeable shares	16	1,225		1,289
Exchangeable units(1)	16	68		72
Perpetual subordinated notes	16	293		293
Interest of others in operating subsidiaries		18,522		15,320
Preferred unitholders	16	918		918
Total partnership capital		28,312		25,554
Total liabilities and partnership capital		$	81,925	$	72,969


		For the three-month period ended March 31
US$ MILLIONS, UNAUDITED	Notes	2023		2022
Revenues	14	$	4,218	$	3,411
Direct operating costs	8,9,15	(3,229)		(2,506)
General and administrative expenses		(103)		(121)
		886		784
Interest expense		(568)		(409)
Share of earnings from investments in associates and joint ventures	10	103		54
Mark-to-market losses	7	(94)		(54)

Other (expense) income		(95)		57
Income before income tax		232		432
Income tax (expense) recovery
Current		(132)		(120)
Deferred		43		(18)
Net income		$	143	$	294

Attributable to:
Limited partners		$	(25)	$	6
General partner		65		60
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		(11)		3
BIPC exchangeable shares		(6)		1
Exchangeable units(1)		—		—

Interest of others in operating subsidiaries		120		224
Basic and diluted loss per limited partner unit(2):	16	$	(0.07)	$	(0.01)


		For the three-month period ended March 31
US$ MILLIONS, UNAUDITED	Notes	2023		2022
Net income		$	143	$	294
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss:
Revaluation of asset retirement obligation		(3)		25

Unrealized actuarial gains		14		13
Taxes on the above items		(4)		(9)

		7		29
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation		202		535
Cash flow hedge	7	(104)		255
Net investment hedge	7	(7)		29

Taxes on the above items		46		(67)
Share of losses from investments in associates and joint ventures	10	(164)		(25)
		(27)		727
Total other comprehensive (loss) income		(20)		756
Comprehensive income		$	123	$	1,050

Attributable to:
Limited partners		$	(83)	$	223
General partner		65		61
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		(36)		95
BIPC exchangeable shares		(20)		53
Exchangeable units(1)		—		3
Interest of others in operating subsidiaries		197		615


	Limited Partners
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2023 US$ MILLIONS, UNAUDITED	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(5)		Non-controlling interest – in operating subsidiaries		Non-controlling interest – Perpetual subordinated notes		Preferred unitholders capital		Total partners’ capital

Balance as of January 1, 2023	$	6,092	$	(2,657)	$	1,456	$	481	$	5,372	$	27	$	2,263	$	1,289	$	72	$	15,320	$	293	$	918	$	25,554
Net (loss) income	—		(25)		—		—		(25)		65		(11)		(6)		—		120		—		—		143
Other comprehensive (loss) income	—		—		—		(58)		(58)		—		(25)		(14)		—		77		—		—		(20)
Comprehensive (loss) income	—		(25)		—		(58)		(83)		65		(36)		(20)		—		197		—		—		123
Unit issuance(2)	6		—		—		—		6		—		—		—		—		—		—		—		6

Partnership distributions(3)	—		(175)		—		—		(175)		(67)		(74)		(42)		(3)		—		—		—		(361)
Partnership preferred distributions(3)	—		(9)		—		—		(9)		—		(4)		(2)		—		—		—		—		(15)
Acquisition of subsidiaries(4)	—		—		—		—		—		—		—		—		—		3,631		—		—		3,631


Subsidiary distributions to non-controlling interest	—		—		—		—		—		—		—		—		—		(626)		—		—		(626)




Other items(2)	1		—		—		—		1		—		—		—		(1)		—		—		—		—
Balance as at March 31, 2023	$	6,099	$	(2,866)	$	1,456	$	423	$	5,112	$	25	$	2,149	$	1,225	$	68	$	18,522	$	293	$	918	$	28,312


	Limited Partners
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2022 US$ MILLIONS, UNAUDITED	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(4)		Non-controlling interest – in operating subsidiaries		Non-controlling interest – Perpetual subordinated notes		Preferred unitholders capital		Total partners’ capital

Balance as at 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

UNAUDITED INTERIM CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS


		For the three-month period ended March 31
US$ MILLIONS, UNAUDITED	Notes	2023		2022
Operating Activities
Net income		$	143	$	294
Adjusted for the following items:
Earnings from investments in associates and joint ventures, net of distributions received	10	52		70
Depreciation and amortization expense	8,9,15	645		544
Mark-to-market, provisions and other	7	201		21

Deferred income tax expense		(43)		18
Changes in non-cash working capital, net		(481)		(212)
Cash from operating activities		517		735

Investing Activities
Acquisition of subsidiaries, net of cash acquired	6	(4,699)		(42)

Investments in associates and joint ventures	10	(702)		(455)


Purchase of long-lived assets	8,9	(498)		(599)
Disposal of long-lived assets	8,9	9		9
Purchase of financial assets		(232)		(236)
Sale of financial assets		353		192
Net settlement of foreign exchange hedging items	7	(1)		(1)
Other investing activities		(683)		8
Cash used by investing activities		(6,453)		(1,124)

Financing Activities
Distributions to general partner	17	(67)		(61)
Distributions to other unitholders	17	(309)		(296)
Subsidiary distributions to non-controlling interest		(626)		(163)
Capital provided by non-controlling interest	16	3,631		293



Deposit received from parent	19	—		200

Net proceeds from (repayment of) commercial paper program	11	252		(40)
Proceeds from corporate credit facility	11	1,789		957
Repayment of corporate credit facility	11	(1,143)		(478)
Proceeds from non-recourse borrowings	11	4,488		1,236
Repayment of non-recourse borrowings	11	(1,954)		(594)


Net preferred units redeemed	16	—		(243)
Partnership units issued	16	6		4
Lease liability repaid		(63)		(67)
Other financing activities		133		49
Cash from financing activities		6,137		797

Cash and cash equivalents
Change during the period		201		408
Cash reclassified as assets held for sale		(6)		—
Impact of foreign exchange on cash		41		155
Balance, beginning of period		1,279		1,406
Balance, end of period		$	1,515	$	1,969

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 Corporation (“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, 2022. The accounting policies that our partnership applied in its annual consolidated financial statements as of and for the year-ended December 31, 2022 are disclosed in Note 3 of such financial statements, with which reference should be made in reading these interim condensed and consolidated financial statements.

Our partnership adopted Amendments to IAS 1 - Making Materiality Judgements - Disclosure of Accounting Policies, effective January 1, 2023. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. The adoption did not have a significant impact on our partnership’s financial reporting.

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 gains (losses) and other income (expenses) that are not related to the revenue earning activities and are not normal, recurring cash operating items necessary for business operations.


	Total attributable to Brookfield Infrastructure
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2023 US$ MILLIONS	Utilities		Transport		Midstream		Data		Corporate		Total		Contribution from investments in associates		Attributable to non-controlling interest		As per IFRS financials(1)

Revenues	$	636	$	505	$	475	$	183	$	—	$	1,799	$	(550)	$	2,969	$	4,218
Costs attributed to revenues(2)	(322)		(233)		(203)		(76)		—		(834)		208		(1,958)		(2,584)
General and administrative expenses	—		—		—		—		(103)		(103)		—		—		(103)

Other (expense) income	(26)		(4)		(8)		4		33		(1)		10		(73)		(64)
Interest expense	(80)		(76)		(66)		(41)		(44)		(307)		93		(354)		(568)
FFO	208		192		198		70		(114)		554
Depreciation and amortization expense											(344)		116		(417)		(645)
Deferred taxes											(2)		4		41		43
Mark-to-market and other											(185)		16		(88)		(257)

Share of earnings from associates											—		103		—		103
Net income attributable to non-controlling interest											—		—		(120)		(120)
Net income attributable to partnership(3)											$	23	$	—	$	—	$	23


	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	$	470	$	423	$	152	$	—	$	1,484	$	(571)	$	2,498	$	3,411
Costs attributed to revenues(2)	(185)		(215)		(189)		(69)		—		(658)		285		(1,589)		(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 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

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 January 4, 2023, Brookfield Infrastructure, alongside institutional partners (the “HomeServe consortium”), completed the acquisition of HomeServe PLC (“HomeServe”), a residential decarbonization infrastructure business operating in North America and Europe. Total consideration paid was $1.2 billion (HomeServe consortium - $4.9 billion). The partnership has an effective 26% and 25% interest in HomeServe’s North American and European businesses, respectively. 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 January 4, 2023. Acquisition costs of approximately $55 million were recorded as other income (expense) within the Consolidated Statement of Operating Results.

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.

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, 2023, losses of $104 million (2022: gains of $255 million) were recorded in other comprehensive income for the effective portion of the cash flow hedges. As of March 31, 2023, there was a net derivative asset balance of $472 million relating to derivative contracts designated as cash flow hedges (December 31, 2022: $645 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, 2023, losses of $7 million (2022: gains of $29 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, 2023, Brookfield Infrastructure paid $1 million (2022: paid less than $1 million) relating to the settlement of foreign exchange contracts in the period. As of March 31, 2023, there was a net unrealized derivative asset balance of $2 million relating to derivative contracts designated as net investment hedges (December 31, 2022: $5 million).


US$ MILLIONS	Utilities		Transport		Midstream		Data		Total

Balance at January 1, 2022	$	7,565	$	8,998	$	14,862	$	8,324	$	39,749

Additions, net of disposals	500		561		797		575		2,433
Acquisitions through business combinations(1)	109		—		—		52		161

Non-cash (disposals) additions	(154)		126		(17)		(12)		(57)
Assets reclassified as held for sale(2)	—		(8)		—		—		(8)
Net foreign currency exchange differences	(743)		(340)		(963)		(754)		(2,800)
Balance at December 31, 2022	$	7,277	$	9,337	$	14,679	$	8,185	$	39,478

Additions, net of disposals	151		107		77		70		405

Acquisitions through business combinations(1)	117		—		—		—		117

Non-cash additions (disposals)	14		(4)		21		(3)		28
Assets reclassified as held for sale(2)	—		—		(56)		—		(56)
Net foreign currency exchange differences	119		(6)		35		60		208
Balance at March 31, 2023	$	7,678	$	9,434	$	14,756	$	8,312	$	40,180

Accumulated depreciation:
Balance at January 1, 2022	$	(1,272)	$	(1,668)	$	(622)	$	(629)	$	(4,191)
Depreciation expense	(327)		(468)		(418)		(384)		(1,597)
Disposals	22		5		—		—		27

Assets reclassified as held for sale(2)	—		4		—		—		4
Non-cash disposals	—		—		11		41		52
Net foreign currency exchange differences	123		87		47		52		309
Balance at December 31, 2022	$	(1,454)	$	(2,040)	$	(982)	$	(920)	$	(5,396)
Depreciation expense	(92)		(119)		(141)		(97)		(449)
Disposals	11		3		—		—		14
Assets reclassified as held for sale(2)	—		—		8		—		8

Non-cash disposals	—		—		—		34		34
Net foreign currency exchange differences	(22)		7		(6)		(10)		(31)
Balance at March 31, 2023	$	(1,557)	$	(2,149)	$	(1,121)	$	(993)	$	(5,820)

Accumulated fair value adjustments:
Balance at January 1, 2022	$	1,643	$	1,046	$	408	$	—	$	3,097
Fair value adjustments	175		75		118		—		368
Net foreign currency exchange differences	(179)		(73)		(4)		—		(256)

Balance at December 31, 2022	$	1,639	$	1,048	$	522	$	—	$	3,209
Assets reclassified as held for sale(2)	—		—		(1)		—		(1)


Net foreign currency exchange differences	39		(10)		—		—		29
Balance at March 31, 2023	$	1,678	$	1,038	$	521	$	—	$	3,237

Net book value:
December 31, 2022	$	7,462	$	8,345	$	14,219	$	7,265	$	37,291
March 31, 2023(3)	$	7,799	$	8,323	$	14,156	$	7,319	$	37,597

Brookfield Infrastructure has a $2.1 billion senior unsecured revolving credit facility used for general working capital purposes including acquisitions. The $2.1 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, 2027. 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 SOFR 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, 2023, draws on the credit facility were $742 million (December 31, 2022: $96 million) and $11 million of letters of credit were issued (December 31, 2022: $12 million).


	Maturity	Annual Rate	Currency	As of
				March 31, 2023		December 31, 2022
Corporate revolving credit facility	June 29, 2027	SOFR plus 1.2%	US$	$	742	$	96

Commercial paper(1)	April 29, 2023	5.6%	US$	716		464

Current:
Medium-term notes:
Public - Canadian	February 22, 2024	3.3%	C$	223		222
Public - Canadian	February 22, 2024	3.3%	C$	296		295
Non-current:
Medium-term notes:
Public - Canadian	November 14, 2027	5.6%	C$	333		332
Public - Canadian	September 11, 2028	4.2%	C$	518		517
Public - Canadian	October 9, 2029	3.4%	C$	518		517
Public - Canadian	September 1, 2032	2.9%	C$	370		369
Public - Canadian	February 14, 2033	6.0%	C$	185		185
Public - Canadian	April 25, 2034	5.4%	C$	296		295
Public - Canadian	April 25, 2052	5.8%	C$	147		147
Subordinated notes:
Public - U.S.	May 24, 2081	5.0%	US$	250		250
				4,594		3,689
Deferred financing costs and other				(23)		(23)
Total				$	4,571	$	3,666

Brookfield Infrastructure has entered into a $1 billion 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 eight consecutive one-year terms, which would result in the facility ultimately maturing in February 2027. Brookfield has the option to terminate the agreement prior to April 14 each year by providing Brookfield Infrastructure with a written notice. Loans under this facility accrued interest on LIBOR plus 1.8% and no commitment fees were incurred for any undrawn balance. Subsequent to quarter-end, the loan under this facility was amended to accrue interest on SOFR plus 1.9%. As of March 31, 2023, there were no (2022: $nil) borrowings outstanding.


FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2023 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	$	—	$	—	$	—	$	—	$	—	$	4,218	$	4,218
Net (loss) income attributable to partnership(1)	(25)		—		—		—		23		25		23

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2022
Revenues	$	—	$	—	$	—	$	—	$	—	$	3,411	$	3,411
Net income (loss) attributable to partnership(1)	6		—		—		—		70		(6)		70









AS OF MARCH 31, 2023
Current assets	$	—	$	—	$	—	$	—	$	—	$	7,537	$	7,537
Non-current assets	6,323		—		1,497		3,091		8,713		54,764		74,388
Current liabilities	—		—		221		—		—		10,550		10,771
Non-current liabilities	—		3,113		—		177		—		39,552		42,842
Non-controlling interests
Redeemable Partnership Units held by Brookfield	—		—		—		—		—		2,149		2,149
BIPC exchangeable shares	—		—		—		—		—		1,225		1,225
Exchangeable units(5)	—		—		—		—		—		68		68
Perpetual subordinated notes	—		—		—		—		—		293		293
In operating subsidiaries	—		—		—		—		—		18,522		18,522
Preferred unitholders	—		—		—		—		—		918		918

AS OF DECEMBER 31, 2022
Current assets	$	—	$	—	$	—	$	—	$	—	$	6,686	$	6,686
Non-current assets	6,583		—		1,005		3,105		9,603		45,987		66,283
Current liabilities	—		—		182		—		—		8,195		8,377
Non-current liabilities	—		3,106		—		191		—		35,741		39,038
Non-controlling interests
Redeemable Partnership Units held by Brookfield	—		—		—		—		—		2,263		2,263
BIPC exchangeable shares	—		—		—		—		—		1,289		1,289
Exchangeable units(5)	—		—		—		—		—		72		72
Perpetual subordinated notes	—		—		—		—		—		293		293
In operating subsidiaries	—		—		—		—		—		15,320		15,320
Preferred unitholders	—		—		—		—		—		918		918

Brookfield Infrastructure’s customer base is comprised predominantly of investment grade companies. Our revenues are well diversified by region and counterparty. For the three-month period ended March 31, 2023, no customer made up greater than 10% of our partnership’s consolidated revenues. For the three-month period ended March 31, 2022, one customer within the utilities and data segments generated greater than 10% of our partnership’s consolidated revenues of $347 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, 2023, 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.

During the fourth quarter of 2022, our partnership sold a portfolio of investments, which included partial interests in consolidated subsidiaries and financial assets, with an approximate fair value of $310 million to an affiliate of Brookfield in exchange for securities of equal value. The portfolio of investments represented seed assets in a new product offering that Brookfield will be marketing and selling to third party investors which at that time will allow our partnership, subject to certain conditions, monetize the securities to generate liquidity. The securities are recorded as financial assets on the Consolidated Statement of Financial Position. The reduction in partial interests in consolidated subsidiaries is reflected as an increase in non-controlling interest of others in operating subsidiaries on the Consolidated Statement of Financial Position. During the first quarter of 2023, our partnership exercised its redemption option associated with the securities and redeemed a portion of its units with a fair value of $62 million, net of contributions.

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

• North America, 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, 2023 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 Corporation (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% year-over-year increase in our quarterly distribution to $0.3825 per unit (or $1.53 per unit annualized), starting with the distribution paid in March 2023, 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 8% 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, 2022. 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 (losses) earnings 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.

Revenues for the three-month period ended March 31, 2023 were $4,218 million, which represents an increase of $807 million compared to the same period in 2022. Our midstream segment contributed additional revenues of $162 million predominantly as a result of strong performance at our North American gas storage business. Revenues from our utilities segment increased by $760 million primarily as a result of the acquisition of a residential decarbonization infrastructure business operating in North America and Europe, partially offset by the divestment of five Brazilian electricity transmission lines in November 2022. Revenues from our transport segment increased by $29 million due to higher tariffs and volumes. Revenues from our data segment increased by $20 million predominately as a result of organic growth at our Indian telecom tower operation. Foreign exchange decreased our U.S. dollar revenues by $164 million, as the quarterly average exchange rate of majority of the currencies in which we operate decreased relative to the prior year.


US$ MILLIONS Summary Statements of Financial Position Key Metrics	As of
	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	1,515	$	1,279
Property, plant and equipment	37,597		37,291
Intangible assets	15,459		11,822
Total assets	81,925		72,969
Corporate borrowings	4,571		3,666
Non-recourse borrowings	30,246		26,567
Total liabilities	53,613		47,415
Limited Partners’ capital	5,112		5,372
General Partner capital	25		27
Non-controlling interest – Redeemable Partnership Units held by Brookfield	2,149		2,263
Non-controlling interest – BIPC exchangeable shares	1,225		1,289
Non-controlling interest – Exchangeable units(1)	68		72
Non-controlling interest – perpetual subordinated notes	293		293
Non-controlling interest – in operating subsidiaries	18,522		15,320
Preferred unitholders	918		918
Partnership capital attributable to the partnership(2)	8,579		9,023
Total partnership’s capital	28,312		25,554


US$ MILLIONS, EXCEPT PER UNIT AMOUNTS	2023		2022								2021
Three-month period ended	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Revenues	$	4,218	$	3,708	$	3,627	$	3,681	$	3,411	$	3,252	$	2,939	$	2,663
Direct operating costs	(3,229)		(2,702)		(2,590)		(2,712)		(2,506)		(2,375)		(2,132)		(1,925)
Share of earnings (loss) from investments in associates and joint ventures	103		(13)		5		(34)		54		(13)		24		10
Expenses
Interest	(568)		(497)		(480)		(469)		(409)		(383)		(368)		(362)
General and administrative	(103)		(95)		(109)		(108)		(121)		(113)		(102)		(96)
Valuation items
Fair value changes and other	(189)		29		41		221		3		175		290		1,302
Income tax expense	(89)		(135)		(133)		(154)		(138)		(79)		(115)		(286)
Net income	143		295		361		425		294		464		536		1,306
Net income attributable to others(1)	168		302		329		355		288		414		311		1,114
Net (loss) income attributable to limited partners	(25)		(7)		32		70		6		50		225		192
Net (loss) income per limited partnership unit(2)	$	(0.07)	$	(0.03)	$	0.05	$	0.13	$	(0.01)	$	0.09	$	0.48	$	0.41

To measure performance, we focus on net income, an IFRS measure, as well as certain non-IFRS measures, including but not limited to FFO, AFFO, Adjusted EBITDA and Invested Capital. We define FFO as net income excluding the impact of depreciation and amortization, deferred income taxes, mark-to-market gains (losses) and other income (expenses) that are not related to the revenue earning activities and are not normal, recurring cash operating items 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 gains (losses) and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items 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 and commercial and residential distribution 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.

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.

On April 12, 2023, the partnership, through its subsidiary BIPC and its institutional partners, announced a take-private acquisition of Triton International Limited (“Triton”). Triton is the world’s largest owner and lessor of intermodal shipping containers and is a critical provider of global transport logistics infrastructure. The container leasing industry has high barriers to entry and is characterized by a small group of industry players. The size and scale of Triton’s global network differentiates it from competitors, making it the partner of choice for the world’s top 10 shipping lines that collectively account for approximately 85% of global shipping capacity. The total consideration of $85.00 per Triton common share will consist of $68.50 in cash and $16.50 in BIPC class A exchangeable shares (NYSE: BIPC, TSX: BIPC). The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions and Triton shareholder approval.

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.

Recently, we agreed to acquire Data4, a premier hyperscale data center platform in Europe, with operations in France, Spain, Italy, Poland and Germany. The business has approximately 100MW of in-place capacity currently generating revenue, with plans to add 400MW of capacity. We also find Data4 to be an attractive business due to its highly contracted revenue base and regional tailwinds. Additionally, Data4 fills a geographical gap in our global data center footprint, with greenfield development platform investments already in North and South America, Australia, New Zealand, India and Korea. The total equity investment required is approximately $2.4 billion (BIP’s share - approximately $0.6 billion). The acquisition is subject to customary regulatory approvals and is expected to close in the third quarter of 2023.

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 10 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 items 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 (losses) earnings from investments in associates attributable to each of the above-noted items, and exclude the share of (losses) earnings 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 gains (losses) 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 items 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, 2023, 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 for the three-month period increased from the prior year due to recent acquisitions, full year of contributions from acquisitions made in the prior year, higher asset values following our annual revaluation process and capital expenditures made during the year. FFO attributable to non-controlling interests increased from the prior year as contributions from acquisitions and organic growth more than offset the impact of dispositions. FFO contribution from investments in associates and joint ventures increased from the prior year mainly as a result of contribution from recently acquired businesses.

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, 2023, 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 for the three-month comparative period increased from the prior year due to recent acquisitions, full year of contributions from acquisitions made in the prior year, 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 a European telecom tower operation this year and a full year of contributions from our Australian regulated utility operation, Australian smart meters business and Australian data distribution business. Adjusted EBITDA attributable to non-controlling interests increased from the prior year predominantly due to recent acquisitions and organic growth which were partially offset by the impact of dispositions.

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-market losses (gains) and other income (expenses) corresponding to amounts that are not related to the revenue earning activities and are not normal, recurring cash operating items 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 (losses) earnings of consolidated investments not held by the partnership apportioned to each of the above-noted items.


FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2023 US$ MILLIONS	Utilities		Transport		Midstream		Data		Corporate		Total

Consolidated segment net income (loss)	$	231	$	116	$	32	$	(36)	$	(200)	$	143

Add back or deduct the following:
Depreciation and amortization	207		137		189		112		—		645
Interest expense	192		84		135		111		46		568
Share of earnings from investments in associates and joint ventures(1)	(2)		(69)		(30)		(7)		5		(103)
Adjusted EBITDA contributions from investments in associates and joint ventures(1)	44		166		66		66		—		342
Income tax expense (recovery)	98		(10)		(23)		5		19		89
Mark-to-market (gains) losses	(15)		(3)		54		15		43		94
Other expenses (income)	64		34		3		10		(16)		95
Adjusted EBITDA attributable to non-controlling interests(2)	(505)		(183)		(154)		(169)		—		(1,011)
Adjusted EBITDA	$	314	$	272	$	272	$	107	$	(103)	$	862


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 (recovery)	135		(8)		4		4		3		138
Mark-to-market (gains) losses	(7)		(9)		32		23		15		54
Other (income) expenses	(83)		38		16		(23)		(5)		(57)
Adjusted EBITDA attributable to non-controlling interests(2)	(383)		(194)		(163)		(169)		—		(909)
Adjusted EBITDA	$	254	$	255	$	234	$	83	$	(121)	$	705

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, 2023 and December 31, 2022.


US$ MILLIONS	Average Term (years)	2023			2024			2025			2026			2027			Beyond			Total
Recourse borrowings
Corporate borrowings(1)	11	$	—		$	519		$	—		$	—		$	333		$	2,284		$	3,136
Total recourse borrowings	11	—			519			—			—			333			2,284			3,136
Non-recourse borrowings(2)
Utilities
Commercial & Residential Distribution	8	248			436			558			283			208			1,581			3,314
Regulated Transmission	7	49			349			191			198			251			1,032			2,070
	8	297			785			749			481			459			2,613			5,384

Transport
Diversified Terminals	6	31			306			151			119			613			1,428			2,648
Rail	5	39			324			186			399			4			560			1,512
Toll Roads	8	101			126			153			133			126			532			1,171
	6	171			756			490			651			743			2,520			5,331

Midstream(3)	6	242			433			377			833			1,424			2,397			5,706

Data
Data Transmission & Distribution	6	31			224			257			291			149			1,235			2,187
Data Storage	4	8			4			199			65			291			186			753
	6	39			228			456			356			440			1,421			2,940

Total non-recourse borrowings(2),(4)	6	749			2,202			2,072			2,321			3,066			8,951			19,361
Total borrowings(5)	7	$	749		$	2,721		$	2,072		$	2,321		$	3,399		$	11,235		$	22,497














Percentage of total borrowings		3		%	12		%	9		%	10		%	15		%	51		%	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 in respect of debt securities issued by Brookfield Infrastructure Finance ULC (“Alberta Finco”) and BIP Bermuda Holdings I Limited (“Bermuda Holdco”), which are fully and unconditionally guaranteed by our partnership. In addition, Holding LP, Bermuda Holdco (in the case of debt securities issued by Alberta Finco), Alberta Finco (in the case of debt securities issued by Bermuda Holdco), 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”) have also guaranteed the payment of principal, premium (if any), interest and certain other amounts under 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 “Perpetual Subordinated Notes”). The Perpetual Subordinated 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 Perpetual Subordinated 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 Perpetual Subordinated Notes are redeemable at Bermuda Holdco’s option on or after January 21, 2027. The Perpetual Subordinated Notes are also redeemable in connection with certain ratings and tax events. A portion of the proceeds of the Perpetual Subordinated Notes was used to redeem our Series 7 Preferred Units on March 31, 2022, and the remainder for working capital purposes. The Perpetual Subordinated 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 Adjusted Funds from Operations (“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, 2023 were $94 million, a $25 million increase from the same period in 2022. We estimate annual maintenance capital expenditures to be $50-60 million, $165-175 million, $125-140 million, and $40-45 million for our utilities, transport, midstream, and data segments, respectively, for a total range between $380-420 million. Maintenance capital expenditures increased in our utilities segment from the acquisition of HomeServe, a residential decarbonization infrastructure business operating in North America and Europe and in our midstream segment due to timing. As at March 31, 2023, our maintenance capital expenditures were in line with our estimated range. Our partnership leverages industry data and benchmarks provided by a global engineering services firm to determine the appropriate maintenance capital ranges as disclosed above.

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. 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 25% 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 partnership’s share of 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 nine 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 used by investing activities totaled $6.5 billion for the three-month period ended March 31, 2023, as compared to $1.1 billion from the same period in 2022. The current period includes approximately $5.4 billion of capital deployed for the acquisition of a residential decarbonization infrastructure business operating in North America and Europe and a European telecom tower operation. Current period results also include $0.4 billion of net capital invested in long-lived and financial assets and a $0.7 billion deposit for the acquisition of towers at our Indian telecom towers operations. The prior period included capital deployed for the acquisition of an 8% interest in AusNet and additional investments in long-lived assets at our U.K. regulated distribution business.

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”, “endeavor”, “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 U.S., 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, 2023
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			35


	Total Attributable to Brookfield Infrastructure
AS OF MARCH 31, 2023 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	$	9,266	$	8,494	$	10,377	$	5,482	$	(2,545)	$	31,074	$	(6,707)	$	48,366	$	9,192	$	81,925


	Total Attributable to Brookfield Infrastructure
AS OF DECEMBER 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	$	7,337	$	8,333	$	9,747	$	4,002	$	(1,208)	$	28,211	$	(5,434)	$	41,327	$	8,865	$	72,969


US$ MILLIONS
Cash and cash equivalents	$	205
Accounts receivable and other	802
Property, plant and equipment	117
Intangible assets	3,626
Goodwill	2,765
Accounts payable and other liabilities	(772)

Non-recourse borrowings	(1,006)
Deferred income tax liabilities	(833)
Net assets acquired before non-controlling interest	4,904
Non-controlling interest(2)	(3,655)
Net assets acquired	$	1,249


US$ MILLIONS
Cash	$	123
Equity consideration(1)	21
Contingent consideration	17
Total consideration	$	161


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	$	—	$	—	$	1,515	$	1,515
Accounts receivable and other	—		—		4,274		4,274
Financial assets (current and non-current)(1)	1,631		20		62		1,713
Total	$	1,631	$	20	$	5,851	$	7,502

Financial liabilities
Corporate borrowings	$	—	$	—	$	4,571	$	4,571
Non-recourse borrowings (current and non-current)	—		—		30,246		30,246
Accounts payable and other	—		—		4,035		4,035
Financial liabilities (current and non-current)(1)	321		—		1,766		2,087
Lease liabilities	—		—		3,501		3,501
Preferred shares(2)	—		—		20		20
Total	$	321	$	—	$	44,139	$	44,460


US$ MILLIONS	Fair value hierarchy	March 31, 2023		December 31, 2022
Marketable securities	Level 1(1)	$	55	$	108
Foreign currency forward contracts	Level 2(2)
Financial asset		$	105	$	159
Financial liability		30		37
Interest rate swaps & other	Level 2(2)
Financial asset		$	756	$	1,005
Financial liability		175		233
Other contracts	Level 3(3)
Financial asset		$	735	$	786
Financial liability		116		92


US$ MILLIONS	For the three-month period ended March 31, 2023		For the 12-month period ended December 31, 2022
Cost at beginning of the period	$	13,718	$	15,785
Additions through business combinations(1)	3,626		302
Additions, net of disposals	42		149
Assets held by subsidiaries disposed during the period(2)	—		(1,454)

Assets reclassified as held for sale(3)	—		(793)
Non-cash additions(4)	—		47
Foreign currency translation	191		(318)
Ending Balance	$	17,577	$	13,718


	Special General Partner Units
MILLIONS, EXCEPT UNIT INFORMATION	As of and for the three-month period ended March 31, 2023			As of and for the 12-month period ended December 31, 2022
	Carrying Value		Units	Carrying Value		Units
Opening balance	$	19	2,400,631	$	19	2,400,631
Ending balance	$	19	2,400,631	$	19	2,400,631


	Limited Partnership Units
MILLIONS, EXCEPT UNIT INFORMATION	As of and for the three-month period ended March 31, 2023			As of and for the 12-month period ended December 31, 2022
	Carrying Value		Units	Carrying Value		Units
Opening balance	$	6,092	458,380,315	$	6,074	457,901,280
Unit issuance	6		196,552	13		338,953
Conversions	1		56,413	5		140,082
Ending balance	$	6,099	458,633,280	$	6,092	$	458,380,315


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 (loss)
Balance at January 1, 2023	$	774	$	(1,741)	$	115	$	87	$	125	$	3	$	1,118	$	481
Other comprehensive (loss) income	(1)		41		(1)		1		—		—		(98)		(58)


Balance at March 31, 2023	$	773	$	(1,700)	$	114	$	88	$	125	$	3	$	1,020	$	423


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 (loss)
Balance at January 1, 2023	$	186	$	(415)	$	28	$	20	$	30	$	1	$	268	$	118
Other comprehensive income (loss)	—		11		—		—		—		—		(25)		(14)


Balance at March 31, 2023	$	186	$	(404)	$	28	$	20	$	30	$	1	$	243	$	104


	For the three-month period ended March 31
US$ MILLIONS, EXCEPT PER UNIT INFORMATION	2023		2022
Summary Statements of Operating Results
Revenues	$	4,218	$	3,411
Direct operating costs	(3,229)		(2,506)
General and administrative expenses	(103)		(121)
Interest expense	(568)		(409)
Share of earnings from investments in associates and joint ventures	103		54
Mark-to-market losses	(94)		(54)
Other (expense) income	(95)		57

Income tax expense	(89)		(138)
Net income	143		294
Net income attributable to our partnership(1)	23		70
Net loss per limited partnership unit	$	(0.07)	$	(0.01)


	Period End Rate				Average Rate
	As of				For the three-month period ended March 31
	March 31, 2023	December 31, 2022	Change		2023	2022	Change
Australian dollar	0.6685	0.6813	(2)	%	0.6836	0.7245	(6)	%
Brazilian real	0.1968	0.1917	3	%	0.1924	0.1912	1	%
British pound	1.2337	1.2083	2	%	1.2155	1.3410	(9)	%
Canadian dollar	0.7398	0.7382	—	%	0.7396	0.7896	(6)	%
Indian rupee	0.0122	0.0121	1	%	0.0122	0.0133	(8)	%


US$ MILLIONS, EXCEPT PER UNIT INFORMATION	For the three-month period ended March 31
Key Metrics	2023			2022
Net income attributable to partnership(1)	$	23		$	70
Net income per limited partnership unit(2)	(0.07)			(0.01)
Funds from Operations (FFO)(3)	554			493
Per unit FFO(4)	0.72			0.64
Adjusted Funds from Operations (AFFO)(3)	460			424
Return on invested capital(5)	14		%	13		%
Adjusted EBITDA	862			705
Distributions per unit(6)	0.38			0.36
FFO payout ratio(7)	68		%	72		%
AFFO payout ratio(8)	82		%	84		%


	Adjusted EBITDA(1)				FFO
	For the three-month period ended March 31					For the three-month period ended March 31
US$ MILLIONS	2023		2022				2023		2022
Commercial & Residential Distribution	$	163	$	113			$	123	$	88
Regulated Transmission	151		141				85		79
Total	$	314	$	254			$	208	$	167


US$ MILLIONS	For the three-month period ended March 31, 2023		For the 12-month period ended December 31, 2022
Rate base, start of period	$	6,804	$	5,818
Acquisitions	—		648

Capital expenditures commissioned	96		471
Inflation indexation	265		368
Regulatory depreciation	(49)		(160)
Foreign exchange and other	177		(341)
Rate base, end of period	$	7,293	$	6,804


	For the three-month period ended March 31
US$ MILLIONS, EXCEPT PER UNIT AMOUNTS(1)	2023		2022
Net income per limited partnership unit(1)	$	(0.07)	$	(0.01)
Add back or deduct the following:
Depreciation and amortization expense	0.45		0.42
Deferred income taxes	—		0.01


Mark-to-market and other(2)	0.34		0.22
Per unit FFO(3)	$	0.72	$	0.64


		For the one-year period ended March 31
US$ MILLIONS	Average Term (years)	2024		2025		2026		2027		2028		Beyond		Total
Corporate borrowings(1)	11	$	519	$	—	$	—	$	333	$	518	$	1,766	$	3,136
Non-recourse borrowings	6	3,626		3,662		3,328		5,394		3,712		10,732		30,454


	Statement of Operating Results
For the three-month period ended March 31, 2023 US$ MILLIONS	Finco and Guarantors		Transactions with non-Guarantor subsidiaries		Transactions with other related parties
Revenues(1)	$	—	$	—	$	—
Gross profit	—		—		—
Other income(2)	359		359		—
Net income	219		356		(74)

For the twelve-month period ended December 31, 2022
Revenues(1)	$	—	$	—	$	—
Gross profit	—		—		—
Other income(2)	4,749		4,746		—
Net income	4,215		4,708		(318)


	Statement of Financial Position
As of March 31, 2023 US$ MILLIONS	Finco and Guarantors		Amounts due from/payable to non-Guarantor subsidiaries		Amounts due from/payable to other related parties
Current assets	$	817	$	790	$	—
Total assets(1)	2,018		1,990		—
Current liabilities	6,061		4,553		81
Total liabilities	9,571		4,924		101

As of December 31, 2022
Current assets	$	736	$	721	$	—
Total assets(1)	1,991		1,975		—
Current liabilities	4,933		4,266		91
Total liabilities	8,418		4,617		111


	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	$	3,790	$	38	$	14	$	193	$	4,035
Corporate borrowings(1)	1,235		—		1,075		2,284		4,594
Non-recourse borrowings	3,626		3,662		12,434		10,733		30,455
Financial liabilities	362		53		99		1,573		2,087
Lease liabilities	465		428		1,132		2,546		4,571
Interest expense:
Corporate borrowings(2)	177		160		426		1,100		1,863
Non-recourse borrowings	1,714		1,511		3,401		3,443		10,069


	Foreign Currency Hedges
US$ MILLIONS	USD(1)		AUD			NZD			GBP			BRL			CAD(2)			EUR			PEN			INR			Other
Gross Equity Investments – US$	$	3,807	$	2,174		$	55		$	2,190		$	1,278		$	1,223		$	1,482		$	122		$	490		$	73
Corporate Items – US$(3)	(3,032)		—			—			—			—			—			—			—			—			—
Equity Investment – US$	775		2,174			55			2,190			1,278			1,223			1,482			122			490			73
FX contracts – US$	4,859		(1,176)			(55)			(778)			—			(1,222)			(1,474)			(9)			(145)			—
Net unhedged	$	5,634	$	998		$	—		$	1,412		$	1,278		$	1		$	8		$	113		$	345		$	73
% of equity investment hedged	N/A		54		%	100		%	36		%	—		%	100		%	99		%	7		%	30		%	—		%


					Actual Capex
	Annual Ongoing Estimated Maintenance Capex				For the three-month period ended March 31
US$ MILLIONS	Low		High		2023		2022
Maintenance capital expenditures by segment
Utilities	$	50	$	60	$	18	$	9
Transport	165		175		40		37
Midstream	125		140		25		14
Data	40		45		11		9
	$	380	$	420	$	94	$	69